Corporate Directory
30 June 2024
1
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
Registered office
Level 5/191 St Georges Terrace
Perth WA 6000
Australia
Postal address
PO Box 7059
Cloisters Square PO, Perth WA 6850, Australia
Telephone: +61 2 9299 9690
Email: info@rbrgroup.com.au
Website
www.rbrgroup.com.au
Auditor
Dry Kirkness (Audit) Pty Ltd
Ground Floor, 50 Colin Street
West Perth. WA 6005, Australia
Share register
Automic Group
Level 5, 191 St Georges Terrace,
Perth, WA 6000, Australia
Telephone: 1300 288 664
Email: hello@automicgroup.com.au
Stock exchange listing
RBR Group Limited shares are listed on the Australian Securities Exchange (ASX code: RBR)
Contents
30 June 2024
2
Chairman letter
3
Review of operations
4
Directors' report
5
Auditor's independence declaration
14
Statement of profit or loss and other comprehensive income
15
Statement of financial position
16
Statement of changes in equity
17
Statement of cash flows
18
Notes to the financial statements
19
Consolidated entity disclosure statement
41
Directors' declaration
42
Independent auditor's report to the members of RBR Group Limited
43
Shareholder information
45
Chairman Letter
30 June 2024
3
Dear Shareholder,
Welcome to the 2024 Annual Report for your Company.
Over the course of the year, the Company has maintained its focus on 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 assessing allied and
complimentary businesses in Mozambique and South Africa for potential acquisition and / or alliances.
Through camp provider, Projectos Dinamicos (PD), RBR Group completed the construction of two separate camp facility projects near the town of
Temane, Inhamnane Province for contractors working on the gas facilities owned by the South African oil and gas company, SASOL.
Additionally, RBR has continued its development of the Shankara Lodge and Training facilities 3km from the Temane project area and has already
secured a number of accommodation clients. The training facility was completed during the year and marketing of courses is under way with a great
deal of interest being shown by the contractors working in the area.
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. With this view management have advanced discussions for the acquisition of an equity share in PD’s South
African shareholder, DAP.DAP and parent entity, Canvas & Tent, have a high profile successful business in manufacture and supply of advanced
accommodation camp infrastructure across the continent which will expose the group to African project sites and opportunities outside of
Mozambique.
We continue to pursue the alliance relationships with regional partner Tennant Group and additional parties with established operations in the
broader labour services industries in Mozambique and nearby East African countries.
Closer to home there are opportunities emerging in Australia, particularly in the camp supply /construction arena.
We will be better placed to pursue these once we can re-establish a sustainable capital base to fund both acquisitions and operations.
In this regard and as reported in our 4E we are in discussions with several parties for the provision of a working capital debt facility in order to both
refinance existing convertible debt and supplement growth capital.
I would like to thank my fellow Directors as well as the Company’s staff, investors, and note-holders for their continuing support for the Company
over the year which continued to be a challenging period for the Company as we have experienced in recent past few years. The goal for RBR Group
now is to capitalise on the operational successes we have achieved over the last 12 months and turn these successes into further business
opportunity and growth.
Ian Macpherson
Executive Chairman
Review of Operations
30 June 2024
4
Review of Operations
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 focussed its efforts on securing sustainable contract revenue via its camp
provider Projectos Dinamicos (“PD”).
Over the year, PD successfully completed the construction and supply of two camp facility projects to clients near the town of Temane, Inhambane
Province where South African O&G major SASOL is expanding its existing gas facilities.
Additionally, the RBR Group owned Shankara Lodge and Training Facility, 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.
These benefits have been advertised to third party contractors in the area with the first clients now utilising the facility to house their workers.
The Training Facility is now also complete with course marketing underway, and we can report a great deal of interest from local contractors, which
bodes well for the year ahead.
The Shankara Lodge and Training Facility boasts secure fencing, power supply, lighting, and utilities, making it a reliable and practical asset within
the RBR portfolio in central Mozambique.
The facility offers accommodation and feeding of up to 150 persons and includes a training school, site offices, workshops, and yard / storage facilities
all available for third-party hire.
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 Group and RBR continue to explore pathways to jointly roll out enhanced services offerings in training, labour
supply and management and administration.
In addition, Tennant have provided the services of their senior finance people to assist our Mozambique operations and management in both our
current contract operations and further assessing the new business opportunities under review.
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. This ability has been recognised and has
resulted in a strategic MOU being entered into between PD and Rwandan owned company Macefield Ventures Mozambique who are very well
positioned in Palma, and who have completed a number of care-taker projects for Total over the last two years.
In order to support our growth plans, the Company must firstly re-establish a sustainable capital base. To this end and, as outlined further in the
Chairmans address and throughout this report, we are actively pursuing debt facilities.
Once we are funded the group can accelerate the process of identifying and assessing business opportunities in Australia that align with current RBR
Group operations.
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.
Ian Macpherson
Executive Chairman
Directors' Report
30 June 2024
5
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting
of RBR Group Limited (referred to hereafter as the 'Company' or 'parent entity' or 'RBR') and the entities it controlled at the end of, or during, the
year ended 30 June 2024.
Directors
The following persons were Directors of RBR Group Limited during the whole of the financial year and up to the date of this report, unless otherwise
stated:
Ian Macpherson - Executive Chairman
Athol Emerton - Non-Executive Director
Paul Horsfall - Non-Executive Director
Matthew Worner - Non-Executive Director
Information on Directors
Name:
Ian Macpherson
Position:
Executive Chairman
Appointed:
18 October 2010
Qualifications:
B.Comm., CA
Experience and expertise:
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 an International Chartered
Accounting firm managing a specialist practice providing corporate and capital markets compliance
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 and past member of
the Executive Council of the Association of Mining Exploration Companies (WA) Inc.
Other current directorships:
Red5 Limited
Former directorships (last 3 years):
-
Interests in shares:
87,014,285
Interests in options:
-
Interests in performance rights:
6,000,000
Name:
Athol Emerton
Title:
Non-Executive Director
Appointed:
19 August 2019
Qualifications:
MICS
Experience and expertise:
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 8 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.
Other current directorships:
-
Former directorships (last 3 years):
-
Interests in shares:
111,025,293
Interests in options:
-
Interests in performance rights:
6,000,000
Directors' Report
30 June 2024
6
Name:
Paul Horsfall
Title:
Non-Executive Director
Appointed:
14 May 2020
Qualifications:
Hons.B.Compt C.A.(S.A.) F.Inst.Dir.
Experience and expertise:
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 7 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.
Other current directorships:
-
Former directorships (last 3 years):
-
Interests in shares:
43,367,530
Interests in options:
-
Interests in performance rights:
4,000,000
Name:
Matthew Worner
Title:
Non-Executive Director
Appointed:
Appointed 25 October 2021
Qualifications:
LLB; B.Bus
Experience and expertise:
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.
Other current directorships:
D3 Energy Limited
Former directorships (last 3 years):
Talon Energy Limited, Lykos Metals Limited, Patriot Lithium Limited
Interests in shares:
-
Interests in options:
-
Interests in performance rights:
4,000,000
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities,
unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
Company Secretary
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 previously worked as a Corporate Adviser at Grange Consulting Group Pty Ltd and
provides company secretarial and financial services to several ASX listed companies.
Melissa Fee – BSc (Hons), Masters of Accounting, CA.
Resigned 30 June 2024 (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.
Directors' Report
30 June 2024
7
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2024, and the number of meetings
attended by each Director were:
Full Board
Attended
Held
I Macpherson
5
5
A Emerton
5
5
P Horsfall
5
5
M Worner
5
5
Held: represents the number of meetings held during the time the Director held office.
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 Group during the financial year focused on the provision of camp accommodation and 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
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
Information on the operations of the group and its business strategies and prospects is set out in the review of operations and activities on page 4
of this annual report.
Corporate and Financial Position
The loss for the Group after providing for income tax and non-controlling interest amounted to $979,302 (30 June 2023: $1,468,994).
Revenue for the year is $7,612,534 (30 June 2023: $3,906,482).
As at 30 June 2024, the Group had cash reserves of $250,453 (2023: $299,479). The net loss after tax, for the year was $876,911 ((2023: loss of
$1,453,331).
Risk Management
The Board is responsible for the oversight of the 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. Currently, 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 Group.
Environmental regulation
The 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, 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.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Shares under option
Unissued ordinary shares of RBR Group Limited under option at the date of this report are as follows:
Exercise
Number
Grant date
Expiry date
price
under option
July 2023
31 December 2024
$0.0050
95,833,332
Directors' Report
30 June 2024
8
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any
other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of RBR Group Limited issued on the exercise of options during the year ended 30 June 2024 and up to the date of this
report.
Shares under performance rights
Unissued ordinary shares of RBR Group Limited under performance rights at the date of this report are as follows:
Weighted
average
Number
Grant date
Expiry date
value cents
under rights
29 November 2022
13 December 2024
$0.1500
20,000,000
No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share issue of the
Company or of any other body corporate.
Shares issued on the exercise of performance rights
There were no ordinary shares of RBR Group Limited issued on the exercise of performance rights during the year ended 30 June 2024 and up to the
date of this report.
Matters subsequent to the end of the financial year
In recent months the Company has undertaken discussions with and, subsequently formally engaged with, UK based international financial
consultancy firm SFBO Service to assist with identifying potential debt funding providers to secure additional capital to the company to fund
accelerated growth in the group business operations.
Subsequent to year end the company has received 2 separate expressions of interest from parties introduced by SFBO with regard to the provision
of a debt finance facility to assist with the funding of both existing capital requirements and potential new business acquisitions that are synergistic
to the current operating business in Africa and, potentially, further opportunities in Australia.
These proposals are early-stage indicative and subject to normal due diligence and confirmation of terms.
Whist these negotiations are positive they remain confidential and incomplete and as such there is no certainty that a binding financing agreement
will be completed.
The Company will advise the market of the outcome of these negotiations in due course.
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the Group's operations, the
results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Other than as referred to herein in the review of operations and further in the notes to accounts; Information on likely developments in the
operations of the Group and the expected results of operations have not been included in this report because the Directors believe it would be
likely to result in unreasonable prejudice to the Group.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements
of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity,
directly or indirectly, including all Directors.
The remuneration report is set out under the following main headings:
●
Principles used to determine the nature and amount of remuneration
●
Details of remuneration
●
Service agreements
●
Share-based compensation
●
Additional disclosures relating to key management personnel
Directors' Report
30 June 2024
9
Principles used to determine the nature and amount of remuneration
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 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 remuneration
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 Group aims to reward executives with a level of remuneration commensurate with their position and responsibilities within the Group so as to:
●
Reward executives of the Group and individual performance against targets set by reference to appropriate benchmarks;
●
Reward executives in line with the strategic goals and performance of the Group;
●
Ensure that total remuneration is competitive by market standards.
Remuneration consists of the following key elements:
●
fixed remuneration
●
share-based payments
The combination of these comprises the executive's total 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.
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.
Use of remuneration consultants
The Group did not engaged with remuneration consultants during the year on in prior years.
Voting and comments made at the Company's Annual General Meeting ('AGM')
At the 21 November 2023 AGM, 90.35% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2023.
The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
Directors' Report
30 June 2024
10
Short-term
benefits
Post-
employment
benefits
Share-based
payments
Cash salary
Super-
Equity-
and fees1
annuation
settled
Total
2024
$
$
$
$
Non-Executive Directors:
A Emerton
84,000
-
12,649
96,649
P Horsfall
36,000
-
8,432
44,432
M Worner
36,000
-
8,432
44,432
Executive Directors:
I Macpherson
125,455
5,000
12,649
143,104
281,455
5,000
42,162
328,617
1 The above include $116,000 of remuneration that have been accrued but have not been paid during the year.
Short-term
benefits
Post-
employment
benefits
Share-based
payments
Cash salary
Super-
Equity-
and fees
annuation
settled
Total
2023
$
$
$
$
Non-Executive Directors:
A Emerton
64,800
-
9,946
74,746
P Horsfall
36,000
-
6,631
42,631
M Worner
36,000
-
6,631
42,631
Executive Directors:
I Macpherson
125,227
4,773
9,946
139,946
262,027
4,773
33,154
299,954
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 2024.
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements
are as follows:
Name:
Ian Macpherson
Title:
Executive Chairman
Agreement commenced:
18 October 2010
Term of agreement:
Director fees of $80,000 and salary of $50,000 per annum inclusive of statutory superannuation with no
termination date and a 3-month notice period.
Name:
Athol Emerton
Title:
Non-Executive Director
Agreement commenced:
19 August 2019
Term of agreement:
Director fees of $36,000 per annum with no termination date, benefits or notice period noted.
Name:
Paul Horsfall
Title:
Non-Executive Director
Agreement commenced:
14 May 2020
Term of agreement:
Director fees of $36,000 per annum with no termination date, benefits or notice period noted.
Name:
Matthew Worner
Title:
Non-Executive Director
Agreement commenced:
25 October 2021
Term of agreement:
Director fees of $36,000 per annum with no termination date, benefits or notice period noted.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Directors' Report
30 June 2024
11
Share-based compensation
Issue of shares
There were no shares issued to Directors and other key management personnel as part of compensation during the year ended 30 June 2024.
Options
There were no options over ordinary shares issued to Directors and other key management personnel as part of compensation that were outstanding
as at 30 June 2024.
There were no options over ordinary shares granted to or vested by Directors and other key management personnel as part of compensation during
the year ended 30 June 2024.
Performance rights
There were no performance rights over ordinary shares granted to or vested by Directors and other key management personnel as part of
compensation during the year ended 30 June 2024.
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of Directors and other key management
personnel in this financial year or future reporting years are as follows:
Grant date
Expiry date
Number
Vesting conditions
Fair value at
grant date
Status
Tranche A
29/11/2022
13/12/2023
20,000,000 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).
$0.00133
Lapsed
Tranche B
29/11/2022
13/06/2024
20,000,000 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).
$0.00127
Lapsed
Tranche C
29/11/2022
13/12/2024
20,000,000 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).
$0.00150
Not vested
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the
Group, including their personally related parties, is set out below:
Balance at
Received
Balance at
the start of
as part of
the end of
the year
remuneration
Additions1
Disposals1
the year
Ordinary shares
I Macpherson
87,014,286
-
-
-
87,014,286
A Emerton
110,663,157
-
1,662,136
(1,300,000)
111,025,293
P Horsfall
43,367,530
-
-
-
43,367,530
M Worner
-
-
-
-
-
241,044,973
-
1,662,136
(1,300,000)
241,407,109
1 On-market additions and disposals
Options holding
No options were issued or held during the year by Directors and other key management personnel of the Group, including their personally related
parties.
Directors' Report
30 June 2024
12
Performance rights holding
The number of performance rights over ordinary shares in the Company held during the financial year by each Director and other members of key
management personnel of the Group, including their personally related parties, is set out below:
Balance at
Lapsed/
Balance at
the start of
forfeited/
the end of
the year
Granted
Vested
other
the year
Performance rights over ordinary shares
I Macpherson
18,000,000
-
-
(12,000,000)
6,000,000
A Emerton
18,000,000
-
-
(12,000,000)
6,000,000
P Horsfall
12,000,000
-
-
(8,000,000)
4,000,000
M Worner
12,000,000
-
-
(8,000,000)
4,000,000
60,000,000
-
-
(40,000,000)
20,000,000
Loans to key management personnel and their related parties
There were no loan transactions with Directors or Executives in the current year.
Other transactions with key management personnel and their 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
LBH XPRESS LDA
EAST COAST MARINE LDA
Maputo Container Freight Station LDA
JUMBO PROJECTS LDA
SB2 LOGISTICA LDA
LBH MOÇAMBIQUE LDA
SNS LINES LDA
Included in the accounts to 30 June 2024 are sales $92,540 (2023: $119,955) and payments $423,495 (2023: $157,399) with the above entities
relating to logistical and associated services provided in Mozambique by those companies for RBR Group entities.
Receivables/payables with key management personnel and their related parties
As at 30 June 2024, included in accounts are trade receivables $84,627 (2023: $91,823) and trade creditors $3,693 (2023: $154,227) relating to
entities controlled by Mr Emerton, and director and consulting fees payable to directors of $343,393 (2023: $161,466). The Directors have resolved
to defer settlement of the director and consulting fees due during the year.
This concludes the remuneration report, which has been audited.
Indemnity and insurance of officers
The Company has indemnified the Directors and executives of the Company for costs incurred, in their capacity as a Director or executive, for which
they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the Directors and executives of the Company against a
liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the
amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related
entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this
Directors' report.
Non-audit services
There were no non-audit services provided during the financial year by the auditor.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to
intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of
those proceedings.
Directors' Report
30 June 2024
13
Corporate Governance
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of the Group support and have adhered
to the principles of corporate governance. The 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.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
Ian Macpherson
Executive Chairman
30 September 2024
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of RBR Group Limited for the year ended 30 June 2024, I declare
that, to the best of my knowledge and belief, there have been:
a) No contraventions of the auditor independence requirements of the Corporations
Act 2001 in relation to the audit; and
b) No contraventions of any applicable code of professional conduct in relation to the
audit.
This declaration is in respect of RBR Group Limited and the entities it controlled during the
year.
DRY KIRKNESS (AUDIT) PTY LTD
ROBERT HALL CA
Director
Perth
Date: 30 September 2024
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2024
Consolidated
Note
2024
Restated1
2023
$
$
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
15
Revenue
6
7,612,534
3,906,482
Cost of sales
(4,548,301)
(1,955,152)
Gross profit
3,064,233
1,951,330
Expenses
Employee expenses
(1,604,051)
(951,028)
Directors' fees
(158,455)
(163,600)
Insurance expenses
(297,489)
(78,176)
Consultants' fees
(286,573)
(295,743)
Corporate expenses
(192,512)
(113,314)
Depreciation and amortisation expense
(223,171)
(174,779)
Property costs
(16,193)
(57,380)
Gain on termination of lease
-
3,264
Share-based payments expense
(82,162)
(93,153)
Interest expense
(217,105)
(197,811)
Lease liability interest expense
(1,662)
(18,265)
Capital raising costs
-
(66,650)
Impairment of assets
(117,789)
-
Other administration
(743,982)
(1,399,075)
Loss before income tax benefit
(876,911)
(1,654,380)
Income tax benefit
7
-
201,049
Loss after income tax benefit for the year
(876,911)
(1,453,331)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
14,051
109,572
Other comprehensive income for the year, net of tax
14,051
109,572
Total comprehensive loss for the year
(862,860)
(1,343,759)
Loss for the year is attributable to:
Non-controlling interest
102,391
15,663
Equity holders of RBR Group Limited
(979,302)
(1,468,994)
(876,911)
(1,453,331)
Total comprehensive loss for the year is attributable to:
Non-controlling interest
118,178
200,350
Equity holders of RBR Group Limited
(981,038)
(1,544,109)
(862,860)
(1,343,759)
Cents
Cents
Basic loss per share
8
(0.060)
(0.104)
Diluted loss per share
8
(0.060)
(0.104)
1Refer to note 4 for detailed information on correction of prior period error.
Statement of financial position
As at 30 June 2024
Consolidated
Note
2024
Restated1
2023
$
$
The above statement of financial position should be read in conjunction with the accompanying notes
16
Assets
Current assets
Cash and cash equivalents
9
250,453
299,479
Trade and other receivables
11
779,162
2,650,196
Contract assets
12
-
4,410,764
Prepayments
26,020
26,979
Total current assets
1,055,635
7,387,418
Non-current assets
Trade and other receivables
11
752,620
84,505
Investment properties
14
938,453
-
Property, plant and equipment
15
1,512,375
2,130,028
Right-of-use assets
13
3,092
12,226
Total non-current assets
3,206,540
2,226,759
Total assets
4,262,175
9,614,177
Liabilities
Current liabilities
Trade and other payables
16
717,376
2,020,726
Provisions
17
11,176
110,097
Contract liabilities
18
-
3,587,315
Loans
19
41,696
39,418
Lease liabilities
3,587
9,416
Convertible notes
20
825,761
1,400,761
Total current liabilities
1,599,596
7,167,733
Non-current liabilities
Loans
19
32,732
32,354
Lease liabilities
-
3,545
Convertible notes
20
1,000,000
-
Total non-current liabilities
1,032,732
35,899
Total liabilities
2,632,328
7,203,632
Net assets
1,629,847
2,410,545
Equity
Contributed equity
21
25,293,326
25,253,326
Reserves
22
910,319
869,893
Accumulated losses
(26,492,543)
(25,513,241)
Equity/(deficiency) attributable to the equity holders of RBR Group Limited
(288,898)
609,978
Non-controlling interest
1,918,745
1,800,567
Total equity
1,629,847
2,410,545
(1) Refer to note 4 for detailed information on correction of prior period error.
Statement of changes in equity
For the year ended 30 June 2024
The above statement of changes in equity should be read in conjunction with the accompanying notes
17
Contributed
Share based
payment
Foreign currency
translation
Accumulated
Non-controlling
Total equity
equity
reserve
reserves
losses
interest
Consolidated
$
$
$
$
$
$
Balance at 1 July 2022
24,245,323
899,582
12,273
(24,044,247)
1,600,217
2,713,148
Profit/(loss) after income tax benefit
for the year
-
-
-
(1,468,994)
15,663
(1,453,331)
Other comprehensive income
loss/profit for the year, net of tax
-
-
(75,115)
-
184,687
109,572
Total comprehensive income
loss/profit for the year - restated1
-
-
(75,115)
(1,468,994)
200,350
(1,343,759)
Transactions with equity holders in
their capacity as equity holders:
Share issued during the year
995,000
-
-
-
-
995,000
Share issue costs
(46,997)
-
-
-
-
(46,997)
Share based payment (note 23)
60,000
33,153
-
-
-
93,153
Balance at 30 June 2023
25,253,326
932,735
(62,842)
(25,513,241)
1,800,567
2,410,545
Contributed
Share based
payment
Foreign currency
translation
Accumulated
Non-controlling
Total equity
equity
reserves
reserves
losses
interest
Consolidated
$
$
$
$
$
$
Balance at 1 July 2023 - restated1
25,253,326
932,735
(62,842)
(25,513,241)
1,800,567
2,410,545
Profit/(loss) after income tax expense
for the year
-
-
-
(979,302)
102,391
(876,911)
Other comprehensive income
loss/profit for the year, net of tax
-
-
(1,736)
-
15,787
14,051
Total comprehensive income for the
year
-
-
(1,736)
(979,302)
118,178
(862,860)
Transactions with equity holders in
their capacity as equity holders:
Share-based payments (note 23)
40,000
42,162
-
-
-
82,162
Balance at 30 June 2024
25,293,326
974,897
(64,578)
(26,492,543)
1,918,745
1,629,847
1 Refer to note 4 for detailed information on correction of prior period error.
Statement of cash flows
For the year ended 30 June 2024
Consolidated
Note
2024
2023
$
$
The above statement of cash flows should be read in conjunction with the accompanying notes
18
Cash flows from operating activities
Receipts from customers
5,145,559
5,716,381
Payments to suppliers and employees (inclusive of GST)
(4,664,163)
(8,373,430)
Interest received
18,003
1,777
Convertible note interest paid
(238,852)
(216,076)
Lease liability interest paid
(1,662)
(5,140)
Net cash from/(used in) operating activities
10
258,885
(2,876,488)
Cash flows from investing activities
Payments for property, plant and equipment
15
(724,923)
(499,144)
Payments for exploration and evaluation
-
(9,215)
Net cash used in investing activities
(724,923)
(508,359)
Cash flows from financing activities
Proceeds from issue of shares
21
-
581,354
Proceeds from convertible notes
1,000,000
319,490
Repayment of convertible notes
(575,000)
(550,000)
Repayment of borrowings
-
(445,880)
Repayment of lease liabilities
(9,572)
(50,672)
Net cash from/(used in) financing activities
415,428
(145,708)
Net decrease in cash and cash equivalents
(50,610)
(3,530,555)
Cash and cash equivalents at the beginning of the financial year
299,479
3,764,629
Effects of exchange rate changes on cash and cash equivalents
1,584
65,405
Cash and cash equivalents at the end of the financial year
9
250,453
299,479
Notes to the financial statements
30 June 2024
19
Note 1. General information
The financial statements ending 30 June 2024 cover RBR Group Limited as a Group consisting of RBR Group Limited and the entities it controlled at
the end of, or during, the year. The financial statements are presented in Australian dollars, which is RBR Group Limited's presentation currency.
RBR Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of
business is:
Level 5/191 St Georges Terrace, Perth WA 6000
A description of the nature of the Group's operations and its principal activities are included in the Directors' report, which is not part of the financial
statements.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 30 August 2024. The Directors have the power
to amend and reissue the financial statements.
Note 2. Material accounting policy information
The accounting policies that are material to the Group are set out either in the respective notes or below. The accounting policies adopted are
consistent with those of the previous financial year, unless otherwise stated.
Going concern
During the year, the Company maintained its operational focus on the re-deployment of camp assets and infrastructure in Mozambique, completed
an initial “supply and construct” camp facilities contract associated with the SASOL-Temane PSA Project, tendered for and, via PD, secured a second
camp construction contract at Temane.In addition the Company continued the development of its 100% held Shankara Training and camp
accommodation facility located near to the Temane PSA Project area
The Company maintains its focus on further contract opportunities aligned with both the Temane project developments and the world scale Total
lead LNG development project in Cabo del Gado province in the North.
The Group made a loss after income tax benefit for the year of $876,911 (30 June 2023: Loss $1,453,331). At 2024 the Group had cash balance of
$250,453 (2023: $299,479) and a net operating cash inflow of $258,885 (30 June 2023: outflow of $2,876,488). At 30 June 2024 the Group has
current liabilities of $1,599,596 (2023: $7,167,733) 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 maintains close discussions with convertible note holders in relation to re-negotiating the terms of the convertible notes now due
●
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
●
Active discussions with brokers regarding a potential capital raise are ongoing.
●
A history of successfully completing capital raisings over the preceding financial periods.
The Company continues discussions and negotiations with 2 separate parties with regard to the provision of a debt finance facility to assist with the
funding of both existing capital requirements and potential new business acquisitions that are synergistic to the current operating business in Africa
and, potentially, further opportunities in Australia.
Whist these negotiations are positive they remain confidential and incomplete and as such there is no certainty that a binding financing agreement
will be completed.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities.
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets
and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain
classes of property, plant and equipment and derivative financial instruments.
Notes to the financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
20
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Group's material accounting policy information. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about
the parent entity is disclosed in note 27.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of RBR Group Limited ('Company' or 'parent entity') as
at 30 June 2024 and the results of all subsidiaries for the year then ended. RBR Group Limited and its subsidiaries together are referred to in these
financial statements as the 'Group'.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive
income, statement of financial position and statement of changes in equity of the Group. Losses incurred by the Group are attributed to the non-
controlling interest in full, even if that results in a deficit balance.
The financial statements are presented in Australian dollars, which is RBR Group Limited's functional and presentation currency.
Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods
or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance
obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of
money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct
good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to
the customer of the goods or services promised.
Rendering of services
Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed price or an hourly rate.
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated
future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets
that do not have independent cash flows are grouped together to form a cash-generating unit.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board
('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early
adopted by the Group for the annual reporting period ended 30 June 2024. The Group has not yet assessed the impact of these new or amended
Accounting Standards and Interpretations.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts
in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities,
revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors,
including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and
estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Notes to the financial statements
30 June 2024
Note 3. Critical accounting judgements, estimates and assumptions (continued)
21
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at
which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions
upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have
no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by
evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable
amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key
estimates and assumptions.
Income tax
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for
income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination
is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group's current understanding of the tax law. Where the
final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the
period in which such determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if the Group considers it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Note 4. Correction of prior period error
The Group has identified an accounting error in its Mozambique operations involving the timing of revenue recognition and contract liabilities in one
of Projectos Dinamicos' camp construction contracts at 30 June 2023 and contained in the annual financial report for the year ended 30 June 2023.
The error has been corrected by restating each of the affected financial statement line items in the financial report and relevant comparative
information.
Notes to the financial statements
30 June 2024
Note 4. Correction of prior period error (continued)
22
Statement of profit or loss and other comprehensive income
Consolidated
2023
2023
2023
$
$
$
Extract
Reported
Adjustment
Restated
Revenue
Revenue
5,329,456
(1,422,974)
3,906,482
Loss before income tax benefit
(231,406)
(1,422,974)
(1,654,380)
Income tax benefit
201,049
-
201,049
Loss after income tax benefit for the year
(30,357)
(1,422,974)
(1,453,331)
Other comprehensive income
Foreign currency translation
120,996
(11,424)
109,572
Other comprehensive income for the year, net of tax
120,996
(11,424)
109,572
Total comprehensive income profit/loss for the year
90,639
(1,434,398)
(1,343,759)
Loss for the year is attributable to:
Non-controlling interest
727,150
(711,487)
15,663
Equity holders of RBR Group Limited
(757,507)
(711,487)
(1,468,994)
(30,357)
(1,422,974)
(1,453,331)
Total comprehensive income profit/loss for the year is attributable to:
Non-controlling interest
917,549
(717,199)
200,350
Equity holders of RBR Group Limited
(826,910)
(717,199)
(1,544,109)
90,639
(1,434,398)
(1,343,759)
Cents
Cents
Cents
Reported
Adjustment
Restated
Basic loss per share
(0.054)
(0.050)
(0.104)
Diluted loss per share
(0.054)
(0.050)
(0.104)
Statement of financial position at the beginning of the earliest comparative period
When there is a restatement of comparatives, it is mandatory to provide a third statement of financial position at the beginning of the earliest
comparative period, being 1 July 2022. However, as there were no adjustments required to be made as at 1 July 2022, the Group has elected not to
show the 1 July 2022 statement of financial position.
Notes to the financial statements
30 June 2024
Note 4. Correction of prior period error (continued)
23
Statement of financial position at the end of the earliest comparative period
Consolidated
2023
2023
2023
$
$
$
Extract
Previously
reported
Adjustment
Restated
Liabilities
Current liabilities
Contract liabilities
2,152,917
1,434,398
3,587,315
Total current liabilities
5,733,335
1,434,398
7,167,733
Total liabilities
5,769,234
1,434,398
7,203,632
Net assets
3,844,943
(1,434,398)
2,410,545
Equity
Contributed equity
25,253,326
-
25,253,326
Reserves
875,605
(5,712)
869,893
Accumulated losses
(24,801,754)
(711,487)
(25,513,241)
Equity attributable to the equity holders of RBR Group Limited
1,327,177
(717,199)
609,978
Non-controlling interest
2,517,766
(717,199)
1,800,567
Total equity
3,844,943
(1,434,398)
2,410,545
Statement of cash flows
There is no impact on total operating, investing or financing cash flow.
Note 5. Operating segments
Identification of reportable operating segments
The Group is organised into two operating segments are recognised according to the geographical location in which the business operates in: Asia
Pacific and Africa. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are
identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no
aggregation of operating segments.
Operating segment information
Asia-Pacific
Africa
Total
Consolidated - 2024
$
$
$
Revenue
Revenue
2,984
7,609,550
7,612,534
Total revenue
2,984
7,609,550
7,612,534
Profit/(loss) before income tax expense
(1,031,267)
154,356
(876,911)
Profit/(loss) before income tax expense
(1,031,267)
154,356
(876,911)
Income tax expense
-
Loss after income tax expense
(876,911)
Assets
Segment assets
78,566
4,183,609
4,262,175
Total assets
4,262,175
Liabilities
Segment liabilities
2,293,209
339,119
2,632,328
Total liabilities
2,632,328
Notes to the financial statements
30 June 2024
Note 5. Operating segments (continued)
24
Asia- Pacific
Africa
Total
Consolidated - 2023
$
$
$
Revenue
Revenue (restated)
23,451
3,883,031
3,906,482
Total revenue
23,451
3,883,031
3,906,482
Profit/(loss) before income tax expense (restated)
(1,129,625)
(524,755)
(1,654,380)
Loss before income tax benefit
(1,129,625)
(524,755)
(1,654,380)
Income tax benefit
201,049
Loss after income tax benefit
(1,453,331)
Assets
Segment assets
183,441
9,430,736
9,614,177
Total assets
9,614,177
Liabilities
Segment liabilities (restated(1))
1,648,808
5,554,824
7,203,632
Total liabilities
7,203,632
(1) Refer to note 4 for detailed information on Restatement of comparatives.
Accounting policy for operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports
provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and
assessing their performance.
Note 6. Revenue
Consolidated
2024
Restated 2023
$
$
Revenue from business services
47,647
102,460
Revenue from payroll services
616,658
629,774
Revenue from training services
(3,392)
68,989
Revenue from Projectos Dinamicos Lda
6,933,618
3,103,482
Interest income
18,003
1,777
7,612,534
3,906,482
Revenue from training services
The Group 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.
Revenue from payroll services
Payroll and HR services are based on a percentage of the total payroll and billed following completion of the payroll service.
Revenue from business services
The Group 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 from Projectos Dinamicos, Lda
Revenue in PD includes revenue from camp construction contracts in Mozambique and rental revenue from leasing accommodation and facilities.
Revenue is recognised when the performance obligations of the project or contracts have been met.
Notes to the financial statements
30 June 2024
25
Note 7. Income tax
Consolidated
2024
Restated 2023
$
$
Numerical reconciliation of income tax benefit and tax at the statutory rate
Loss before income tax benefit
(876,911)
(1,654,380)
Tax at the statutory tax rate of 25%
(219,228)
(413,595)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses
21,531
31,198
Overseas projects income and expenses
(38,840)
(425,604)
Other allowable expenditure
(22,040)
(26,136)
Deferred tax asset not brought to account
258,577
633,088
Income tax benefit
-
(201,049)
Consolidated
2024
Restated 2023
$
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
23,425,442
22,301,414
Potential tax benefit @ 25%
5,856,361
5,575,354
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in
the future if the continuity of ownership test is passed, or failing that, the same business test is passed.
Consolidated
2024
Restated 2023
$
$
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Provisions
(18,173)
20,707
Blackhole expenditure
23,749
44,600
Carry forward tax losses
5,856,361
5,575,354
Total deferred tax assets not recognised
5,861,937
5,640,661
The above potential tax benefit, which excludes tax losses, for deductible temporary differences has not been recognised in the statement of financial
position as the recovery of this benefit is uncertain.
Note 8. Earnings per share
Consolidated
2024
2023
$
$
Loss after income tax
(876,911)
(1,453,331)
Non-controlling interest
(102,391)
(15,663)
Loss after income tax attributable to the equity holders of RBR Group Limited
(979,302)
(1,468,994)
2024
Number
2023
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
1,623,213,404
1,413,553,197
Weighted average number of ordinary shares used in calculating diluted earnings per share
1,623,213,404
1,413,553,197
Notes to the financial statements
30 June 2024
Note 8. Earnings per share (continued)
26
2024
Cents
2023
Cents
Basic loss per share
(0.060)
(0.104)
Diluted loss per share
(0.060)
(0.104)
Non dilutive securities
As at balance date there were no unlisted options and 20,000,000 performance rights (2023: no unlisted options and 60,000,000 performance rights)
which represent potential ordinary shares. These performance rights are not considered to be dilutive in the 30 June 2024 year as their inclusion
reduces the loss per share.
Note 9. Cash and cash equivalents
Consolidated
2024
2023
$
$
Current assets
Cash on hand
1,731
1,429
Cash at bank
248,722
281,445
Cash on deposit
-
16,605
250,453
299,479
Note 10. Cash flow information
Reconciliation of loss after income tax to net cash from/(used in) operating activities
Consolidated
2024
Restated 2023
$
$
Loss after income tax benefit for the year
(876,911)
(1,453,331)
Adjustments for:
Depreciation and amortisation
223,171
174,779
Impairment of property, plant and equipment
117,789
-
Impairment of exploration assets
-
9,215
Items relating to financing activities
-
66,650
Gain on derecognition of leases
-
(13,763)
Share based payments expense
82,162
93,153
Foreign currency translation
(30,270)
(8,378)
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
790,853
(2,357,004)
Decrease/(increase) in contract assets
4,483,818
(4,483,818)
Decrease in prepayments
1,018
1,240
Increase/(decrease) in trade and other payables
(714,722)
1,844,894
Increase/(decrease) in contract liabilities
(3,646,730)
3,646,730
Decrease in provisions
(171,293)
(396,855)
Net cash from/(used in) operating activities
258,885
(2,876,488)
Notes to the financial statements
30 June 2024
27
Note 11. Trade and other receivables
Consolidated
2024
2023
$
$
Current assets
Trade Receivables
734,218
1,741,162
Other receivables
44,944
909,034
779,162
2,650,196
Non-current assets
Accrued revenue
752,620
84,505
Accrued revenue relates to retention held on contract completed but not yet invoiced.
Accounting policy for trade and other receivables
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the
expected credit losses, trade receivables have been grouped based on days overdue.
Note 12. Contract assets
Consolidated
2024
2023
$
$
Current assets
Contract assets
-
4,410,764
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and previous financial year
are set out below:
Opening balance
4,410,764
-
Additions
-
4,410,764
Transfer to cost - performance obligation satisfied
(4,410,764)
-
Closing balance
-
4,410,764
Note 13. Right-of-use assets
Consolidated
2024
2023
$
$
Non-current assets
Land and buildings - right-of-use
18,554
18,339
Less: Accumulated depreciation
(15,462)
(6,113)
3,092
12,226
(a) Office leases
The Group leases land and buildings or 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 Group 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 leases office equipment under agreements between one to four years. These leases are either short-term or low-value, so have been
expensed as incurred and not capitalised as right-of-use assets.
Notes to the financial statements
30 June 2024
Note 13. Right-of-use assets (continued)
28
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Land and
buildings
Consolidated
$
Balance at 1 July 2022
185,207
Additions
18,701
Disposals
(137,410)
Amortisation expense
(56,379)
Exchange differences
2,107
Balance at 30 June 2023
12,226
Amortisation expense
(9,322)
Exchange differences
188
Balance at 30 June 2024
3,092
Accounting policy for right-of-use assets
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less
and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Note 14. Investment properties
Investment property comprises of the Relocatable Prefabricated Buildings rental fleet, Temane training centre and camp accommodation facilities.
These assets are currently leased or will be leased out in the future to generate rental income.
Consolidated
2024
2023
$
$
Non-current assets
Land and buildings - at cost
938,453
-
Reconciliation
Reconciliation of the carrying values at the beginning and end of the current and previous financial year are set
out below:
Opening fair value
-
-
Transfer from property, plant and equipment
1,015,501
-
Depreciation expense
(72,543)
-
Exchange translation
(4,505)
-
Closing fair value
938,453
-
Accounting policy for investment properties
Investment properties principally comprise of land and buildings held for long-term rental and capital appreciation that are not occupied by the
Group. Investment properties are initially recognised at cost, including transaction costs. Subsequently, investment properties are remeasured using
the cost model. Accordingly the carrying value of investment property is stated at cost less accumulated depreciation and impairment. Depreciation
is calculated on a straight line basis to write of the net cost of the asses over their expected useful lives of 5 to 10 years.
Investment properties are derecognised when disposed of or when there is no future economic benefit expected.
Transfers to and from investment properties to property, plant and equipment are determined by a change in use of owner-occupation. The fair
value on the date of change of use from investment properties to property, plant and equipment are used as deemed cost for the subsequent
accounting. The existing carrying amount of property, plant and equipment is used for the subsequent accounting cost of investment properties on
the date of change of use.
Investment properties also include properties under construction for future use as investment properties. These are carried at fair value, or at cost
where fair value cannot be reliably determined and the construction is incomplete.
Notes to the financial statements
30 June 2024
29
Note 15. Property, plant and equipment
Consolidated
2024
2023
$
$
Non-current assets
Plant and office equipment
2,087,737
2,560,482
Less: Accumulated depreciation
(575,362)
(430,454)
1,512,375
2,130,028
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Plant and
Work-in-
equipment
progress
Total
Consolidated
$
$
$
Balance at 1 July 2022
1,680,734
-
1,680,734
Additions
499,144
-
499,144
Exchange differences
68,550
-
68,550
Depreciation expense
(118,400)
-
(118,400)
Balance at 30 June 2023
2,130,028
-
2,130,028
Additions
9,602
715,321
724,923
Depreciation expense
(141,306)
-
(141,306)
Write off of assets
(95,971)
-
(95,971)
Impairment of assets
(117,357)
-
(117,357)
Transfers to investment properties
(300,180)
(715,321)
(1,015,501)
Exchange differences
27,559
-
27,559
Balance at 30 June 2024
1,512,375
-
1,512,375
Accounting policy for property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their
expected useful lives as follows:
Plant and equipment
3-7 years
Note 16. Trade and other payables
Consolidated
2024
2023
$
$
Current liabilities
Trade payables
603,917
2,009,563
Other creditors and accruals
113,459
11,163
717,376
2,020,726
Refer to note 25 for further information on financial risk management.
Accounting policy for trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to
their short-term nature they are measured at amortised cost and are not discounted.
Notes to the financial statements
30 June 2024
30
Note 17. Provisions
Consolidated
2024
2023
$
$
Current liabilities
Annual leave
23,297
16,697
Income tax
(12,121)
(78,910)
Other provision
-
172,310
11,176
110,097
Note 18. Contract liabilities
Consolidated
2024
Restated (1)
2023
$
$
Current liabilities
Contract liabilities
-
3,587,315
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and previous financial year
are set out below:
Opening balance
3,587,315
-
Payments received in advance
-
3,587,315
Transfer to revenue - performance obligations satisfied
(3,587,315)
-
Closing balance
-
3,587,315
The camp construction contract has been completed and therefore has been recognised in revenue in the current period.
(1) Refer note 4 for detailed information on correction of prior period restatement.
Note 19. Loans
Consolidated
2024
2023
$
$
Current liabilities
PD partner loan
20,163
19,930
Insurance funding
21,533
19,488
41,696
39,418
Non-current liabilities
Loan
32,732
32,354
Refer to note 25 for further information on financial risk management.
Notes to the financial statements
30 June 2024
31
Note 20. Convertible notes
Consolidated
2024
2023
$
$
Current liabilities
Convertible note
825,761
1,400,761
Non-current liabilities
Convertible note
1,000,000
-
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out
below:
Opening balance
1,400,761
1,950,761
Amount received during the year
1,000,000
-
Amount repaid during the year
(575,000)
(550,000)
Closing balance
1,825,761
1,400,761
At 30 June 2024, the following convertible notes remain on issue:
(a) RBRCN1 Convertible Notes
During the year, 575,000 of the RBRCN1 Convertible Notes were repaid with 925,000 remaining. The Convertible Notes are unsecured with an
interest rate of 11% per annum. 500,000 of the remaining RBRCN1 Convertible Notes has matured on 26 April 2024. Whilst the agreed repayment
dates have passed, no default notice has been issued. The Convertible Notes remain at call and the parties are continuing discussions as to how to
achieve earliest settlement.
(b) RBRCN2 Convertible Notes
During the year, the Company has received $1,000,000 through the issue of 1,000,000 Tranche 2 Convertible Notes.
The key terms of the RBRCN2 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
$1,000,000 at 31 December 2023.
Maturity Date
RBRNC2 convertible notes will mature on 21 September 2026.
Interest
The Notes shall bear interest at the rate of 10% 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 Convertible Notes may be converted in whole into ordinary shares at the election of the
Noteholder at any time from date of issue until maturity. The conversion price will be 0.5 cents per
share. Any outstanding interest owed under the term of the Convertible Notes is payable by the
Company to the Noteholder.
Upon conversion, and in addition to shares issued, the Company shall issue options to each Noteholder
for nil consideration on the basis of one (1) new option for each five (5) shares. The options will be
exercisable at a price equal to the higher of $0.005 and the amount equal to the 20% discount to the
VWAP of the Company's shares over 10 days immediately prior to receipt of the Conversion Notice and
expiring two (2) years from the Conversion Date.
Repayment at election of Company
At any time prior to maturity, the Company may redeem the Convertible Notes upon providing written
notice and by way of payment to the Noteholder of the subscription sum plus any outstanding interest
that is due and payable in cash.
Repayment at Maturity Date
At maturity, any unconverted Convertible Notes must be redeemed in full (along with payment of any
outstanding interest) by the Company.
Notes to the financial statements
30 June 2024
32
Note 21. Contributed equity
Ordinary shares
Consolidated
2024
2023
2024
2023
Shares
Shares
$
$
Ordinary shares - fully paid
1,634,404,661
1,618,404,661
25,293,326
25,253,326
Movements in ordinary share capital
There is no movement in share capital during the year.
Details
Date
Shares
Issue price
$
Balance
1 July 2022
1,287,620,346
24,245,323
Placement Tranche 1
18 October 2022
5,882,350
$0.0034
20,000
Placement Tranche 2
13 December 2022
25,000,000
$0.0040
100,000
Conversion of convertible notes
13 December 2022
88,235,300
$0.0034
300,000
Placement Tranche 3
13 March 2023
191,666,665
$0.0030
575,000
Share based payment1
10 May 2023
20,000,000
$0.0030
60,000
Less cost of shares issues
-
$0.0000
(46,997)
Balance
1,618,404,661
25,253,326
Share based payment1
13 March 2024
16,000,000
$0.0025
40,000
Balance
30 June 2024
1,634,404,661
25,293,326
1 Share based payment made for facility fee payable in respect to the roll-over of the Convertible Note (see note 23).
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of
and amounts paid on the shares held. The fully paid ordinary shares have no par value.
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.
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.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Options
Consolidated
2024
2023
Number
Number
Unlisted options
95,833,332
-
Listed options
-
-
95,833,332
-
Notes to the financial statements
30 June 2024
Note 21. Contributed equity (continued)
33
Movements in options
In July 2023, the Company issued 95,833,332 unlisted options as free-attaching options relating to the successful share placement completed in
March 2023. The options are exercisable at $0.005 each and expire on 31 December 2024. One option was issued for every two placement shares
issued.
Details
Date
Number
Balance
1 July 2022
12,450,000
Granted
-
Exercised
-
Lapsed
(12,450,000)
Balance
30 June 2023
-
Granted
95,833,332
Exercised
-
Lapsed
-
Balance
30 June 2024
95,833,332
Performance rights
Movements in performance rights
No performance rights have been granted or exercised during the year. 40,000,000 performance rights have lapsed as the vesting conditions have
not been met.
Details
Date
Number
Balance
1 July 2022
-
Granted
60,000,000
Exercised
-
Lapsed
-
Balance
30 June 2023
60,000,000
Granted
-
Exercised
-
Lapsed
(40,000,000)
Balance
30 June 2024
20,000,000
See note 23 for further details on performance rights.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders
and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Due to the nature of the Group’s
activities, the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of
the 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 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 capital risk management policy remains unchanged from the 30 June 2023 Annual Report.
Note 22. Reserves
Consolidated
2024
2023
$
$
Foreign currency reserve
(64,578)
(62,842)
Share-based payments reserve
974,897
932,735
910,319
869,893
Notes to the financial statements
30 June 2024
Note 22. Reserves (continued)
34
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian
dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their remuneration, and other parties
as part of their compensation for services.
Note 23. Share-based payments
During the year, the following share based payments were made:
●
16,000,000 shares were issued as payment for a facility fee payable in respect to the roll-over of 1,000,000 convertible note. The shares were
issued at a deemed issue price of $0.0025 each. Accordingly, $40,000 has been recognised as share based payments.
●
$42,126 expense has been recognised for the year on the amortisation of performance rights on issue.
Performance rights
No performance rights were issued during the current year. Set out below are summaries of performance rights granted from the prior year:
Number of
Value per
performance
performance
Milestones
Grant date
Expiry date
rights
rights (cents)
Tranche A
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).
29/11/2022
13/12/2023
20,000,000
0.133
Tranche B
Tranche B Performance Rights subject to 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).
29/11/2022
13/06/2024
20,000,000
0.127
Tranche C
Tranche C Performance Rights subject to 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).
29/11/2022
13/12/2024
20,000,000
0.150
Tranche A and Tranche B performance rights have lapsed and expired during the year. As at 30 June 2024, 20,000,000 of Tranche C performance
rights remained outstanding.
Accounting policy for share-based payments
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or
Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant
date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option,
together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment.
No account is taken of any other vesting conditions.
Note 24. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 25. Financial risk management
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk
and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group.
Notes to the financial statements
30 June 2024
Note 25. Financial risk management (continued)
35
Market risk
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate
fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency
that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows:
Assets
Liabilities
2024
2023
2024
Restated 2023
Consolidated
$
$
$
$
Mozambique meticals
4,473,789
9,426,227
621,917
5,548,892
Guinean Franc
4,657
4,508
5,540
5,432
4,478,446
9,430,735
627,457
5,554,324
The Group is exposed to Mozambique Metical (MZN) and Guinea Franc (GNF) currency fluctuations.
The following table details the 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 strengthened
AUD weakened
Consolidated - 2024
% change
Effect on profit
before tax
Effect on equity
% change
Effect on profit
before tax
Effect on equity
Mozambique meticals
10%
(385,187)
(385,187)
10%
385,187
385,187
Guinean franc
10%
88
(88)
10%
88
(88)
(385,099)
(385,275)
385,275
385,099
AUD strengthened
AUD weakened
Consolidated - 2023
% change
Effect on profit
before tax
Effect on equity
% change
Effect on profit
before tax
Effect on equity
Mozambique meticals
10%
(531,123)
(531,123)
10%
531,123
531,123
Guinean franc
10%
92
92
10%
(92)
(92)
(531,031)
(531,031)
531,031
531,031
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Group to interest rate risk.
Borrowings obtained at fixed rates expose the Group to fair value interest rate risk.
As at the reporting date, the Group had only fixed rate borrowings outstanding on the convertible note.
Notes to the financial statements
30 June 2024
Note 25. Financial risk management (continued)
36
Weighted
average effective
interest rate
Floating interest
rate
Fixed interest
rate
Total
%
$
$
30 June 2024
Cash and cash equivalents
6.63%
248,722
-
248,722
Convertible notes
13.46%
-
(1,825,761)
(1,825,761)
248,722
(1,825,761)
(1,577,039)
30 June 2023
Cash and cash equivalents
0.09%
281,445
16,605
298,050
Convertible notes
13.68%
-
(1,400,761)
(1,400,761)
281,445
(1,384,156)
(1,102,711)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has a
strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The Group obtains
guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the
carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial
statements. The Group does not hold any collateral.
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 $734,218 (2023: $1,741,162) as detailed in note 11, due within 12 months. Of
the trade receivables balance at the end of the year, $1,222,494 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.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing
facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and
forecast cash flows and matching the maturity profiles of financial assets and liabilities.
The contractual maturities of the financial liabilities referred to in note 16 at the reporting date are less than 12 months.
Fair value of financial instruments
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 Group has no financial assets where the carrying amount exceeds net fair values at balance date.
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Note 26. Related party transactions
Parent entity
RBR Group Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 29.
Key management personnel
Disclosures relating to key management personnel are set out in note 28 and the remuneration report included in the Directors' report.
Notes to the financial statements
30 June 2024
Note 26. Related party transactions (continued)
37
Other transactions with related parties
The following transactions occurred with related parties:
Consolidated
2024
2023
$
$
Sale of goods and services:
Sales of goods and services to organisations controlled by Mr A Emerton 1
92,540
119,955
Payment for goods and services:
Payment for goods and services to organisations controlled by Mr A Emerton 1
(423,495)
(157,399)
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
2024
2023
$
$
Current receivables:
Receivables from organisations related to Mr A Emerton1
84,627
91,823
Current payables:
Payables to Directors for director and consulting fees2
(343,393)
(161,466)
Payables to organisations related to Mr A Emerton for services provided1
(3,693)
(154,227)
1 Mr Emerton controls a number of organisations that are customers and suppliers of RBR’s African subsidiaries and include the following entities:
●
ALMAR CONSTRUÇOES MOÇAMBIQUE LDA
●
LBH XPRESS LDA
●
EAST COAST MARINE LDA
●
Maputo Container Freight Station LDA
●
JUMBO PROJECTS LDA
●
SB2 LOGISTICA LDA
●
LBH MOÇAMBIQUE LDA
●
SNS LINES LDA
2 The Directors have resolved to defer settlement of the fees due during the year.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 27. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$
$
Loss after income tax
(1,032,270)
(1,129,624)
Total comprehensive loss
(1,032,270)
(1,129,624)
Notes to the financial statements
30 June 2024
Note 27. Parent entity information (continued)
38
Statement of financial position
Parent
2024
2023
$
$
Total current assets
2,673,960
2,976,805
Total non-current assets
462,288
464,143
Total assets
3,136,248
3,440,948
Total current liabilities
1,293,211
248,044
Total non-current liabilities
1,000,000
1,400,761
Total liabilities
2,293,211
1,648,805
Net assets
843,037
1,792,143
Equity
Contributed equity
25,293,683
25,253,683
Share-based payments reserve
974,897
932,735
Accumulated losses
(25,425,543)
(24,394,275)
Total equity
843,037
1,792,143
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2024 and 30 June 2023.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following:
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
●
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
●
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment
of the investment.
Note 28. Key management personnel disclosures
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out below:
Consolidated
2024
2023
$
$
Short-term employee benefits
281,455
262,027
Post-employment benefits
5,000
4,773
Share-based payments
42,162
33,154
328,617
299,954
Refer to note 26 on other transactions and amount receivable or payable to Directors and other member of key management personnel of the
Group.
Notes to the financial statements
30 June 2024
39
Note 29. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting
policy described in note 2:
Ownership interest
Principal place of business /
2024
2023
Name
Country of incorporation
%
%
Freelance Support Pty Ltd
Australia
100.00%
100.00%
PacMoz, Lda
Mozambique
100.00%
100.00%
Futuro Skills Mozambique, Lda
Mozambique
100.00%
100.00%
Futuro Business Services, Lda
Mozambique
100.00%
100.00%
Rubicon Resources & Mining, Lda
Mozambique
59.40%
59.40%
Morson Mozambique, Lda
Mozambique
59.40%
59.40%
Futuro Skills Guinee SARL
Guinea
60.00%
60.00%
Projectos Dinamicos, Lda
Mozambique
50.00%
50.00%
Summarised financial information
Summarised financial information of the subsidiary with non-controlling interests that are material to the Group are set out below:
Project Dinamicos. Lda
2024
Restated 2023
$
$
Summarised statement of financial position
Current assets
1,917,202
6,889,667
Non-current assets
2,401,894
2,057,546
Total assets
4,319,096
8,947,213
Current liabilities
426,581
5,302,559
Non-current liabilities
-
-
Total liabilities
426,581
5,302,559
Net assets
3,892,515
3,644,654
Summarised statement of profit or loss and other comprehensive income
Revenue
6,934,514
3,094,897
Expenses
(6,728,331)
(2,861,644)
Profit before income tax expense
206,183
233,253
Income tax expense
-
(201,049)
Profit after income tax expense
206,183
32,204
Other comprehensive income
29,779
264,209
Total comprehensive income
235,962
296,413
Statement of cash flows
Net cash from/(used in) operating activities
967,085
(1,735,294)
Net cash used in investing activities
(569,974)
(1,083,081)
Net cash used in financing activities
-
(445,880)
Net increase/(decrease) in cash and cash equivalents
397,111
(3,264,255)
Other financial information
Comprehensive profit attributable to non-controlling interests
103,092
201,333
Accumulated non-controlling interests at the end of reporting period
1,941,272
1,823,054
Notes to the financial statements
30 June 2024
40
Note 30. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Dry Kirkness (Audit) Pty Ltd, the auditor of the Company:
Consolidated
2024
2023
$
$
Audit services - Dry Kirkness (Audit) Pty Ltd
Audit or review of the financial statements
53,863
57,156
Note 31. Contingent liabilities
There were no material contingent liabilities not provided for in the financial statements of the Group as at 30 June 2024.
Note 32. Commitments
Operating commitments
There are no operating lease commitments other than those leases detailed in note 13.
Capital commitments
The Group had no capital commitments at 30 June 2024 (2023: Nil).
Note 33. Events after the reporting period
In recent months the Company has undertaken discussions with and, subsequently formally engaged with, UK based international financial
consultancy firm SFBO Service to assist with identifying potential debt funding providers to secure additional capital to the company to fund
accelerated growth in the group business operations.
Subsequent to year end the company has received 2 separate expressions of interest from parties introduced by SFBO with regard to the provision
of a debt finance facility to assist with the funding of both existing capital requirements and potential new business acquisitions that are synergistic
to the current operating business in Africa and, potentially, further opportunities in Australia.
These proposals are early-stage indicative and subject to normal due diligence and confirmation of terms.
Whist these negotiations are positive they remain confidential and incomplete and as such there is no certainty that a binding financing agreement
will be completed.
The Company will advise the market of the outcome of these negotiations in due course.
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the Group's operations, the
results of those operations, or the Group's state of affairs in future financial years.
Consolidated entity disclosure statement
As at 30 June 2024
41
Place formed /
Ownership
interest
Entity name
Entity type
Country of incorporation
%
Tax residency
RBR Group Limited
Body Corporate
Australia
100.00%
Australia
Freelance Support Pty Ltd
Body Corporate
Australia
100.00%
Australia
PacMoz, Lda
Body Corporate
Mozambique
100.00%
Mozambique
Futuro Skills Mozambique, Lda
Body Corporate
Mozambique
100.00%
Mozambique
Futuro Business Services, Lda
Body Corporate
Mozambique
100.00%
Mozambique
Rubicon Resources & Mining, Lda
Body Corporate
Mozambique
59.40%
Mozambique
Morson Mozambique, Lda
Body Corporate
Mozambique
59.40%
Mozambique
Futuro Skills Guinee SARL
Body Corporate
Guinea
60.00%
Guinea
Projectos Dinamicos, Lda
Body Corporate
Mozambique
50.00%
Mozambique
Directors' Declaration
30 June 2024
42
In the Directors' opinion:
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards in Australia, the Corporations
Regulations 2001 and other mandatory professional reporting requirements;
●
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2024 and of its performance
for the financial year ended on that date;
●
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
Ian Macpherson
Executive Chairman
30 September 2024
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RBR GROUP LIMITED
Report on the financial report
Opinion
We have audited the financial report of RBR Group Limited (“the Company”) and its controlled entities (“the
Group”), which comprises the consolidated statement of financial position as at 30 June 2024 the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity
and the consolidated statement of cash flows for the year then ended, and notes to the financial statements,
including a material accounting policy information, the consolidated entity disclosure statement and the
directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
i)
giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year then ended; and
ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We have conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those Standards are further described in the Auditor’s responsibilities for the audit of the financial report
section of our report.
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards
Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our ethical
requirements in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 of the financial report “Going Concern” which indicates that the Group incurred a
loss after income tax for the year of $876,911 (30 June 2023: Loss $1,453,331). At 2024 the Group had cash
balances of $250,453 (2023: $299,479) and a net operating cash inflow of $258,885 (30 June 2023: outflow
of $2,876,488). At 30 June 2024 the Group has current liabilities of $1,599,596 (2023: $7,167,733) due to be
settled or re-negotiated in the near term.
As stated in Note 2, these conditions, along with other matters as set forth in Note 2, indicate that a
material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going
concern.
Our opinion is not modified in respect of this matter.
Correction of prior period error
We draw attention to Note 4 in the financial statement which describes that an accounting error was identified
in the Group’s Mozambique operations involving the timing of revenue recognition and contract liabilities in
one of Projectos Dynamicos' camp construction contracts at 30 June 2023 and contained in the annual financial
report for the year ended 30 June 2023. The error has been corrected by restating each of the affected
financial statement line items and relevant comparative information.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report of the current period.
These matters were addressed in the context of our audit of the financial report as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our audit addressed the key audit matter
Revenue from Contracts with Customers (Revenue,
Contract Assets and Contract Liabilities) and Prior
Period Error
(refer notes 2, 4 and 6)
Revenue recognition was considered a key audit
matter because it represents a significant account
balance in the consolidated statement of profit or
loss and other comprehensive income and includes
revenue from contracts for the supply and
construction of site facilities.
Where these contracts are incomplete at the
reporting date a high degree of management
judgement is required in determining to what
extent the performance obligations under the
contracts have been met and hence to what extent
the associated revenue under the contract can be
recognised.
An accounting error was identified in the Group’s
Mozambique operations involving the timing of
revenue recognition and contract liabilities in one of
Projectos Dynamicos' camp construction contracts at
30 June 2023. The error has been corrected by
restating each of the affected financial statement
line items and relevant comparative information as
disclosed in Note 4.
Our audit procedures included;
• reviewing the contracts awarded to the Group to
assess the performance obligations involved;
• obtaining an understanding of the Group’s
contract revenue accounting process and ensuring
that this was in accordance with AASB 15 Revenue
from Contracts With Customers;
• verifying sales invoices raised to ensure they were
correctly recorded and any retention amounts
were correctly reflected;
• verifying a sample of the direct costs incurred to
the supporting documentation;
• reviewing the journal entries processed to restate
the comparative information for the revenue,
contract asset and contract liability financial
statement line items; and
• assessing the adequacy of the disclosures made by
the Group in the financial report.
Other information
The directors are responsible for the other information. The other information comprises the information in
the Group’s annual report for the period ended 30 June 2023 but does not include the financial report and the
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Directors’ responsibilities for the financial report
The directors of the Company are responsible for the preparation of:
a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with the Australian Accounting Standards and the Corporations Act 2001; and
b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001; and
c) for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free from misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of the
financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
• Identify and assess risks of material misstatement of the financial report, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the
direction, supervision and performance of the Group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significant
in the audit of the financial report of the current period and are therefore key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh public interest
benefits of such communication.
Report on the remuneration report
Opinion
We have audited the remuneration report included on pages 8 to 12 of the directors’ report for the year ended
30 June 2024.
In our opinion the remuneration report of RBR Group Limited for the year ended 30 June 2024 complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with section 300A of the Corporations Act 2001.
Our responsibility is to express an opinion on the remuneration report based on our audit conducted in
accordance with Australian Auditing Standards.
DRY KIRKNESS (AUDIT) PTY LTD
ROBERT HALL CA
Director
Perth
Date: 30 September 2024
Shareholder Information
30 June 2024
45
The shareholder information set out below was applicable as at 25 September 2025.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
% of total
Number
shares
of holders
issued
1 to 1,000
114
0.00%
1,001 to 5,000
60
0.01%
5,001 to 10,000
34
0.02%
10,001 to 100,000
307
0.98%
100,001 and over
468
98.99%
983
100.00%
Holding less than a marketable parcel
691
-
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
shares
Shareholder Name
Number held
issued
Tennant Administration Services (Pty) Ltd
88,235,300
5.40%
Mr Athol Emerton
87,388,175
5.35%
Mr Ashley Robert Brown
52,000,000
3.18%
Ironfury Pty Ltd
44,499,267
2.72%
Mr Richard Paul Horsfall
43,367,530
2.65%
Mr Anthony Violi
42,566,660
2.60%
Ms Nicole Gallin & Mr Kyle Haynes
36,650,000
2.24%
Fats Pty Ltd
33,083,334
2.02%
Ragged Holdings Pty Ltd
31,238,096
1.91%
Social Investments Pty Ltd
30,000,000
1.84%
Jolo Group Pty Ltd
28,274,990
1.73%
Equity Trustees Superannuation Limited
27,500,000
1.68%
Mr Kyle Bradley Haynes
25,200,000
1.54%
Mr Mohamed Gabr
25,000,000
1.53%
Mr Thomas Richard Gard
25,000,000
1.53%
Gold Fever Holdings Pty Ltd
25,000,000
1.53%
Perth Capital Pty Ltd
22,857,143
1.40%
Mr Jan Adriaan Grobbelaar
20,825,000
1.27%
Ragged Holdings Pty Ltd
20,142,859
1.23%
Mr Nick Milenkovski
20,000,000
1.22%
BNP Paribas Noms Pty Ltd
19,413,063
1.19%
Mr Richard Anthony Edouard Carcenac & Mrs Tania Jane Carcenac
18,628,570
1.14%
Total
766,869,987
46.92%
Unquoted equity securities
Number
Number
on issue
of holders
Options
95,833,332
27
Performance rights
20,000,000
4
Convertible note
1,925,000
7
Shareholder Information
30 June 2024
46
The following persons hold 20% or more of unquoted equity securities:
Name
Class
Number held
Ms Nicole Gallin & Mr Kyle Haynes (Gh Super Fund A/C)
Convertible Note
500,000
Finbit
Convertible Note
1,000,000
Substantial holders
Substantial holders in the Company are set out below:
Ordinary shares
% of total
shares
Number held
issued
Athol Emerton and Associated Entities
110,663,157
6.77
Ian Macpherson and Associated Entities
87,014,286
5.32
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
There are no other classes of equity securities.
47