Ultima United Limited
Annual Report 2019

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Ultima United Limited Appendix 4E Preliminary Final Report 1. Reporting period - Year ended 30 June 2019 Previous corresponding period - Year ended 30 June 2018 2. Results for announcement to the market 30 June 2019 Current Year Percentage Change Up /(Down) $ Change Up / (Down) $ 30 June 2018 Previous Corresponding Year $ 2(a) Revenue from ordinary activities 33,327 15118% 33,108 219 2(b) Loss from ordinary activities after tax (538,099) 28% (119,201) (418,898) 2(c) Net Loss for the year attributable to members (538,099) 28% (119,201) (418,898) 2(d) Dividends: The Company does not propose to pay any dividends in the current year. 2(e) Record Date: N/A 2(f) See attached Director’s Report 3. Statement of Profit or Loss and Other Comprehensive Income - See attached Financial Statements 4. Statement of Financial Position - See attached Financial Statements 5. Statement of Cash Flows - See attached Financial Statements 6. Statement of Changes in Equity - See attached Financial Statements 7. Dividends - The Company does not propose to pay any dividends in the current year. Ultima United Limited – Appendix 4E For the year ended 30 June 2019 8. Dividend reinvestment plan - The Company does not propose to pay any dividends in the current year and does not have a dividend reinvestment plan. 9. Net tangible assets per security Cents per ordinary share Current Year (30 June 2019) 6.2 cents Previous Corresponding Year (30 June 2018) 7.7 cents 10. Details of entities over which control has been gained or lost - Control gained over entities: N/A - Control lost over entities: N/A 11. Details of Associates / Joint Ventures - N/A 12. Other significant information - N/A 13. Accounting Standards - For foreign entities, the set of accounting standards used in compiling the report: N/A 14. Results of the period - Refer Director’s Report 15. Statement on the financial statements - Financial Statements are based on audited accounts. 16. Unaudited Accounts - N/A 17. Auditor’s audit report - For all entities, if the accounts are subject to audit dispute or qualification, include a description of the dispute or qualification: N/A – however the auditor’s report does include a paragraph addressing the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. Ultima United Limited ACN 123 920 990 Annual Report For the Financial Year Ended 30 June 2019 CONTENTS Corporate Directory Directors’ Report Auditor’s Independence Declaration Statement of Profit or Loss and Other Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report to the Members of Ultima United Limited Additional Shareholder Information Ultima United Limited - Annual Report For the year ended 30 June 2019 PAGE 3 4 11 12 13 14 15 16 36 37 42 2 CORPORATE DIRECTORY Ultima United Limited - Annual Report For the year ended 30 June 2019 EXECUTIVE CHAIRMAN & MANAGING DIRECTOR (Simon) Xing Yan EXECUTIVE DIRECTOR Eric Kong NON-EXECUTIVE DIRECTORS (James) Zixi Ban Li Yi COMPANY SECRETARY Piers Lewis Victor Goh PRINCIPAL & REGISTERED OFFICE Suite 14,11 Preston Street COMO, WA 6152 Telephone: (08) 6436 1888 Facsimile: (08) 9367 3311 AUDITORS Moore Stephens Level 15 Exchange Tower, 2 The Esplanade PERTH WA 6000 SHARE REGISTRAR Advanced Share Registry Services 110 Stirling Highway NEDLANDS WA 6009 Telephone: (08) 9389 8033 Facsimile: (08) 9262 3723 SECURITIES EXCHANGE LISTING Australian Securities Exchange (Home Exchange: Perth, Western Australia) Codes: UUL 3 Ultima United Limited - Annual Report For the year ended 30 June 2019 DIRECTORS' REPORT The directors of Ultima United Limited (the “Company”) submit herewith the financial report of the Company for the financial year ended 30 June 2019. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows: 1) BOARD OF DIRECTORS The names and details of the Company’s directors in office during and since the financial year end until the date of the report are as follows. Directors were in office for the entire period unless otherwise stated. Directors Position (Simon) Xing Yan Executive Chairman & Managing Director Eric Kong Executive Director (James) Zixi Ban Non-Executive Director Li Yi Non-Executive Director (appointed 25 February 2019) 2) INFORMATION ON DIRECTORS (Simon) Xing Yan Experience Executive Chairman & Managing Director Mr Yan has over 30 years of senior level management experience in international mining trade. He was part of the management team of China National Minerals and Metals Import & Export Corporation (MINMETALS). Mr Yan migrated to Western Australia where he established numerous import export businesses. Mr Yan developed a number of commercial properties, including “Woodsons” (formerly Parry’s Department Store) in Fremantle and Huntingdale Village Shopping Centre. Mr Yan was also a licensed real-estate agent for nearly 20 years, which provided him with a deep knowledge of the Western Australian property market. Interest in Shares Mr Yan is widely sought after as a consultant for international trade issues due to his broad contacts and knowledge of Chinese and Australian business systems. 1,642,500 Interest in Options Nil Eric Kong Qualifications Experience Executive Director MBA Mr. Kong holds an MBA from the University of Western Australia and has extensive corporate experience with Fortune 500 companies. He served in Solectron’s supply chain management division where he often worked with top tier clients that include IBM, Cisco, Sun Microsystems and Lucent Technologies. He then served as Asia Pacific regional accounts manager for Molex; being responsible for business strategy, development and growth in the highly competitive electronics contract manufacturing industry. He is the founder and former director of Altis West; a business consulting firm managing Chinese joint ventures in Australian mining and property sectors. Interest in Shares Mr Kong is an experienced manager with intricate knowledge of global business models, trends and high-level expertise in both eastern and western management styles. 35,775 Interest in Options Nil (James) Zixi Ban Experience Interest in Shares Non-Executive Director Mr Ban was the General Manager of Western Australia Building Group; a domestic, commercial and mining building design and construction company that provide engineering and design solutions for complex and large structures/projects. Mr Ban has a degree in architecture from UWA. 10,000 Interest in Options Nil 4 Ultima United Limited - Annual Report For the year ended 30 June 2019 DIRECTORS' REPORT Li Yi Experience Interest in Shares Non-Executive Director Mr. Yi is a graduate of Southeast University of China and has extensive international state-enterprise investment exposure. He is a national (China) registered consulting engineer for investment. In 1995, Mr. Yi was appointed as General Manager (Legal representative) for Beijing Desheng Power Engineering Consulting COR, and Director of the China Engineering Consulting Company. In 2004 he served as deputy Chief Engineer of North China Electric Power. During this tenure, Mr. Yi was responsible for the engineering, procurement and construction (EPC) development of many domestic and overseas power projects. He was also in charge of developing overseas power engineering markets such as Singapore, Nigeria, the United Arab Emirates and Belarus as well as the implementation of many key national electric power projects throughout China. 2,295,059 Interest in Options Nil Directorships of other listed companies Directorships of other listed companies held by directors in the 3 years immediately before the end of the financial year are as follows: Name Company Period of Directorship Xing Yan (Simon) Eric Kong (James) Zixi Ban Li Yi - - - - - - - - 3) COMPANY SECRETARY Mr Piers Lewis Mr Lewis has more than 15 years global corporate experience and is currently Company Secretary and CFO for several ASX listed Companies. Mr Lewis specializes in financial management of listed and non-listed exploration companies and brings extensive and diverse financial and corporate experience from previous senior management roles with Credit Suisse (London), Mizuho International and NAB Capital. Mr Lewis holds a Bachelor of Commerce and is a member of Chartered Accountants Australia and New Zealand and Governance Institute of Australia. Mr Victor Goh Mr Goh is a Chartered Accountant with 8 years of experience as an auditor, with a client base primarily consisting of ASX listed companies. Mr Goh holds a Bachelor of Commerce from the University of Western Australia and is a member of Chartered Accountants Australia and New Zealand. 4) PRINCIPAL ACTIVITIES The principal activity of the Company during the financial year was property development. 5) FINANCIAL RESULTS The financial results of the Company for the year ended 30 June 2019 are: Cash and cash equivalents ($) Net assets ($) 289,611 1,813,733 438,625 1,969,322 (34%) (8%) 30/06/2019 30/06/2018 % Change Revenue ($) Net loss after tax ($) Loss per share ($) 30/06/2019 30/06/2018 % Change 33,327 (538,099) (1.94) 219 (418,898) (1.64) 15118% 28% 18% 6) DIVIDENDS PAID OR RECOMMENDED The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report. 5 Ultima United Limited - Annual Report For the year ended 30 June 2019 DIRECTORS' REPORT 7) REVIEW OF OPERATIONS PROPERTY DEVELOPMENT 3 Oak Street, Cannington, Western Australia During the period handover of the Oak Street project was completed, with the Company commencing activities to sell the units. Whilst the Company works to sell the units, it has organised for most of the units to be leased. As of the date of this report, one of the twelve units has been sold. 19-21 Tate Street, Bentley, Western Australia During the 30 June 2017 financial year the Company applied for and received authority to amalgamate 19 & 21 Tate Street, Bentley into one property, and development approval (subject to conditions) from the City of Canning for the construction of 14 apartments at 19 & 21 Tate Street, Bentley, with 10 apartments having 2 bedrooms and 2 bathrooms and 4 apartments having 1 bedroom and 1 bathroom. As of the date of this report, the Company has decided not to progress development at the Bentley project until such point that the units at the Cannington project have sold. 8) SIGNFICANT CHANGES IN STATE OF AFFAIRS There were no significant changes in the state of affairs of the Company during the financial year. 9) AFTER BALANCE DATE EVENTS The directors are not aware of any matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years. 10) MEETINGS OF DIRECTORS The number of Directors’ meetings held during the financial year and the number of meetings attended by each Director during the time the Director held office are: Directors Xing Yan Eric Kong (James) Zixi Ban Li Yi Directors Meetings Number Eligible to Attend Meetings Attended 2 2 2 - 2 2 2 - The Company does not have a formally constituted audit committee nor a remuneration committee as the board considers that the company’s size and type of operation do not warrant such committees. 11) FUTURE DEVELOPMENTS The Directors continue to actively seek and evaluate a number of property development opportunities and further information will be made available to the market in accordance with its continuous disclosure obligations under the ASX Listing Rules. 12) ENVIRONMENTAL ISSUES The Company is not subject to any significant environmental regulation under the Commonwealth or State legislation. The Board is not aware of any breach of environmental requirements as they apply to the Company. 6 Ultima United Limited - Annual Report For the year ended 30 June 2019 DIRECTORS' REPORT 13) REMUNERATION REPORT This Remuneration Report covers the following Key Management Personnel: Directors (Simon) Xing Yan Eric Kong (James) Zixi Ban Li Yi Other than the directors, the Company does not currently have any other employees. Executive directors and any personnel in the senior management position are collectively referred to as executives in this Report. Remuneration Policy The remuneration policy of the Company has been designed to align directors’ and executives’ objectives with shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with market rates and offering specific long-term incentives based on key performance areas affecting the Company’s financial results. The board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best directors and executives to run and manage the Company. The board’s policy for determining the nature and amount of remuneration for board members and executives of the Company is as follows: Executive Remuneration Policy The remuneration policy, setting the terms and conditions for the executive directors and other senior executives (or collectively “executives”), was developed by the board. All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. The board reviews executive packages annually by reference to the Company’s performance, executive’s performance and comparable information from industry sectors and other listed companies in similar industries. The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder’s wealth. Executives are also entitled to participate in the employee share and option arrangements. The executive directors receive a superannuation guarantee contribution required by the government, which is currently 9.5% and do not receive any other retirement benefits. All remuneration paid to directors and executives is valued at the cost to the Company and expensed. Shares given to directors and executives are valued as the difference between the market price of those shares and the amount paid by the director or executive. Options are valued using the Black-Scholes method. Non-Executive Remuneration Policy The board’s 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 the Annual General Meeting, (currently $250,000). Fees for non-executive directors are not linked to the performance of the Company. However, to align directors’ and executives’ interests with shareholder interests, non-executive directors are encouraged to hold shares in the company and are able to participate in the employee option plan. Performance based remuneration The Company has no performance based remuneration component built into executive remuneration packages. Non- executive directors’ remuneration are not performance based. Company performance, shareholder’s wealth and director’s and executive’s remuneration The remuneration policy has been tailored to increase goal congruence between shareholders and directors and executives. Currently, this is facilitated through the issue of options to the majority of directors and executives to encourage the alignment of personal and shareholder interests. The Company believes the policy will be effective in increasing shareholder’s wealth. For details of directors’ interests in options at year end, refer the Directors’ Report. 7 Ultima United Limited - Annual Report For the year ended 30 June 2019 DIRECTORS' REPORT Employment contracts of key management personnel (Simon) Xing Yan Under a service agreement entered into with Mr Yan, his salary is $150,000 per annum plus superannuation for providing services to the Company as Executive Chairman & Managing Director. The agreement may be terminated by either party by providing 1 month’s written notice and upon payment of any outstanding fees for services rendered. The initial employment contract was for a term of 1 year, and has been subsequently extended. Eric Kong Under a service agreement entered into with Mr Kong, his salary is $100,000 per annum plus superannuation for providing services to the Company as Executive Director. The agreement may be terminated by either party by providing 1 month’s written notice and upon payment of any outstanding fees for services rendered. The initial employment contract was for a term of 1 year, and has been subsequently extended. (James) Zixi Ban Under a non-executive directors’ agreement, Mr Ban is entitled to $5,000 per annum as a Non-Executive Director. Mr Ban’s appointment will automatically cease in the event that he gives notice to the board of his resignation as a director, or he resigns by rotation and is not re-elected as a director by the shareholders of the Company. Li Yi Under a non-executive directors’ agreement, Mr Yi is entitled to $8,000 per annum as a Non-Executive Director. Mr Yi’s appointment will automatically cease in the event that he gives notice to the board of his resignation as a director, or he resigns by rotation and is not re-elected as a director by the shareholders of the Company. Compensation of Key Management Personnel for the year ended 30 June 2019 SHORT-TERM BENEFITS POST EMPLOYMENT SHARE-BASED PAYMENT TOTAL Salary & Fees Cash Bonus Non- Monetary Super- annuation Long Service Equity Options Directors (Simon) Xing Yan - Executive Chairman 2019 2018 150,000 150,000 Eric Kong - Non-Executive Director (2) 100,000 78,884 2019 2018 - - - - (James) Zixi Ban - Non-Executive Director 2019 2018 5,000 5,000 - - Li Yi – Non-Executive Director (3) 2019 2018 2,738 - Total Remuneration 257,738 233,884 2019 2018 - - - - - - - - - - - - - - 14,250 14,250 4,151(1) 4,151(1) 9,500 7,494 - - - - - - - - - - 23,750 21,744 4,151 4,151 - - - - - - - - - - - - - - - - - - - - 168,401 168,401 109,500 86,378 5,000 5,000 2,738 - 285,639 259,779 (1) As of 1 May 2016, Mr Yan had been employed with the Company for seven years. For the current financial year $4,151 (2018: $4,151) has been expensed as long service leave. (2) In December 2018, the Company agreed with Mr Kong to conclude the deferral of his fees and repay the amounts previously deferred under his service agreement. (3) Mr Li Yi was appointed as Non-Executive Director on 25 February 2019. Option holdings of key management personnel 2019 The Company’s Directors and key management personnel did not hold any options at 30 June 2019. 2018 The Company’s Directors and key management personnel did not hold any options at 30 June 2018. 8 Ultima United Limited - Annual Report For the year ended 30 June 2019 DIRECTORS' REPORT Shareholdings of key management personnel 2019 (Simon) Xing Yan Eric Kong (James) Zixi Ban Li Yi (1) TOTAL Balance at 01.07.18 1,642,500 Granted as Remuneration - On Exercise of Options - 35,775 10,000 2,295,059 3,983,334 - - - - - - - - Bought & (Sold) Balance at 30.06.19 - - - - - 1,642,500 35,775 10,000 2,295,059 3,983,334 (1) Opening shares are the amount held at date of appointment by Mr Yi on 25 February 2019. 2018 (Simon) Xing Yan Eric Kong (James) Zixi Ban TOTAL Balance at 01.07.17 1,642,500 Granted as Remuneration - On Exercise of Options - 35,775 10,000 1,688,275 - - - - - - Bought & (Sold) Balance at 30.06.18 - - - - 1,642,500 35,775 10,000 1,688,275 Compensation options granted during the year ended 30 June 2019 No compensation options were granted to directors or executive during the financial year (2018: nil). There are no compensation options in existence at reporting date. Performance income as a proportion of total income No performance based bonuses have been paid to directors or executives during the financial year (2018: nil). Loans to key management personnel There were no loans to or from key management personnel during the financial year (2018: nil). END OF REMUNERATION REPORT 9 Ultima United Limited - Annual Report For the year ended 30 June 2019 DIRECTORS' REPORT 14) OPTIONS At the date of this report there are no unissued ordinary shares of the Company under option. No ordinary shares have been issued as a result of the exercise of options during or since the end of the financial year. INDEMNIFYING OFFICERS OR AUDITOR 15) During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows: The Company has entered into agreements to indemnify all directors and provide access to documents, against any liability arising from a claim brought by a third party against the Company. The agreement provides for the Company to pay all damages and costs which may be awarded against the directors. The Company has paid premiums to insure each of the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the company, other than conduct involving a willful breach of duty in relation to the Company. The amount of the premium paid during the year was $9,990. No indemnity has been paid to auditors. 16) PROCEEDINGS ON BEHALF OF COMPANY No person has applied for leave of Court to bring proceedings on behalf of the Company or 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 any part of these proceedings. The Company was not a party to any such proceedings during the year. 17) AUDITORS INDEPENDENCE DECLARATION The lead auditor’s independence declaration for the year ended 30 June 2019 has been received and can be found on page 11 of the annual report. 18) NON-AUDIT SERVICES The board of directors is satisfied that the provision of non-audit services, totaling $3,000, were performed during the year by the Company’s auditors is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reason: • The nature of the services provided do not compromise the general principles relating to auditors independence as set out in the APES 110 (Code of Ethics for Professional Accountants). Signed in accordance with a resolution of the Board of Directors. Eric Kong Executive Director Dated this 30th day of August 2019 10 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Ultima United Limited - Annual Report For the year ended 30 June 2019 Rental revenue Interest income Property expenses Employee benefit expenses Occupancy expenses Depreciation expense Consultancy expenses Legal and compliance expenses Net gain/(loss) on financial assets held at fair value Finance expenses Administration expenses Loss before income tax expense Income tax expense Net loss for the year Other comprehensive Income Total comprehensive income for the year Notes 30-Jun-19 30-Jun-18 $ $ 33,327 - (35,906) (307,299) (11,561) (546) (41,138) (51,162) (1,556) (106,565) (15,693) (538,099) - 2 4 - 219 - (277,144) (11,438) (720) (42,015) (40,022) 4,151 (46,636) (5,293) (418,898) - (538,099) (418,898) - - (538,099) (418,898) Basic and diluted loss per share (cents per share) 20 (1.94) (1.64) The accompanying notes form part of these financial statements. 12 STATEMENT OF FINANCIAL POSITION CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventory TOTAL CURRENT ASSETS NON CURRENT ASSETS Inventory (Property development) Financial assets Plant and equipment TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provision Borrowings TOTAL CURRENT LIABILITIES NON CURRENT LIABILITIES Borrowings TOTAL NON CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Ultima United Limited - Annual Report As at 30 June 2019 Notes 30-Jun-19 30-Jun-18 $ $ 5 6 7 8 9 10 11 12 13 13 14 15 16 289,611 9,769 3,398,390 3,697,770 438,625 69,929 3,030,478 3,539,032 1,173,421 1,169,221 7,782 309 1,181,512 4,879,282 40,126 109,099 2,161,753 2,310,978 754,571 754,571 3,065,549 1,813,733 9,338 854 1,179,413 4,718,445 60,098 83,597 112,501 256,196 2,492,927 2,492,927 2,749,123 1,969,322 8,097,337 482,267 7,714,827 482,267 (6,765,871) (6,227,772)) 1,813,733 1,969,322 The accompanying notes form part of these financial statements. 13 STATEMENT OF CHANGES IN EQUITY Ultima United Limited - Annual Report For the year ended 30 June 2019 Issued Capital Option Reserves Accumulated Losses $ $ $ Total $ Balance at 1 July 2017 Loss for the year Other comprehensive income Total comprehensive income for the year 7,714,827 482,267 (5,808,874) 2,388,220 - - - - - - (418,898) (418,898) - - (418,898) (418,898) Balance at 30 June 2018 7,714,827 482,267 (6,227,772) 1,969,322 Balance at 1 July 2018 Loss for the year Other comprehensive income Total comprehensive income for the year Issue of shared capital Balance at 30 June 2019 7,714,827 482,267 (6,227,772) 1,969,322 - - - 382,510 - - - - (538,099) (538,099) - - (538,099) (538,099) - 382,510 8,097,337 482,267 (6,765,871) 1,813,733 The accompanying notes form part of these financial statements 14 STATEMENT OF CASH FLOWS Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest and other income Deposit paid Finance costs Ultima United Limited - Annual Report For the year ended 30 June 2019 Notes 30-Jun-19 30-Jun-18 $ $ 32,127 (394,349) - (1,520) (41,554) - (440,269) 219 - (46,636) Net cash used in operating activities 21(ii) (405,296) (486,686) Cash flows from investing activities Purchase of property, plant and equipment Payment for property development Net cash provided by / (used in) investing activities Cash flows from financing activities Proceeds from issue of shares Proceeds from borrowings Repayment of borrowings Net cash provided by / (used in) investing activities Net decrease in cash and cash equivalents held Cash and cash equivalents at beginning of financial year Cash and cash equivalents at end of financial year 21(i) . The accompanying notes form part of these financial statements - (403) (335,527) (335,527) (1,900,943) (1,901,346) 382,510 313,200 (39,789) 655,921 (84,902) 374,513 289,611 - 1,692,101 (47,409) 1,644,692 (743,340) 1,117,853 374,513 15 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Company is a for-profit entity for financial reporting purposes under Australian Accounting Standards. The financial report covers the Company of Ultima United Limited and has been prepared in Australian dollars. Ultima United Limited is a listed public company, incorporated and domiciled in Australia. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. The following is a summary of the material accounting policies adopted by the entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. Going Concern The financial report has been prepared on the basis of accounting principles applicable to a going concern, which assumes the commercial realisation of the future potential of the Company’s assets and the discharge of their liabilities in the normal course of business. As disclosed in the financial report, the Company recorded an operating loss for the year ended 30 June 2019 of $538,099 (30 June 2018: $418,898) and a cash outflow from operating activities of $405,296 for the year ended 30 June 2019 (30 June 2018: $486,686) and at reporting date, had a working capital surplus of $1,386,792 (30 June 2018: $3,282,836). The ability of the Company to continue as a going concern is principally dependent upon the successful sale of the units at the 3 Oak Street, Cannington project to repay the Westpac facility before it matures in November 2019. The Company is currently in negotiations with Westpac to refinance the facility and expects to finalise this in the coming months. Should the Company be unsuccessful in this, it may be required to raise capital to settle this obligation. These conditions indicate a material uncertainty that may cast significant doubt about the ability of the Company to continue as a going concern. In the event the above matters are not achieved, the Company will be required to raise funds for working capital from debt or equity sources. The directors have prepared a cash flow forecast, which indicates that the Company will have sufficient cash flows to meet all commitments and working capital requirements for the 12 month period from the date of signing this financial report. Based on the cash flow forecasts which assumes the sale of all the units and other factors referred to above, the directors are satisfied that the going concern basis of preparation is appropriate. In particular, given the Company’s history of raising capital to date, the directors are confident of the Company’s ability to raise additional funds as and when they are required. Should the Company be unable to continue as a going concern it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or to the amount and classification of liabilities that might result should the Company be unable to continue as a going concern and meet its debts as and when they fall due. 16 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS (a) Critical Accounting Judgements, Estimates and Assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Share based payment transactions The Company 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 an internal valuation using Black-Scholes option pricing model. Impairment The Company assesses impairment at the end of each reporting period by evaluating conditions and events specific to the Company that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions. Environmental Issues Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors understanding thereof. At the current stage of the Company’s development and its current environmental impact the directors believe such treatment is reasonable and appropriate. Taxation Balances disclosed in the financial statements and the notes thereto, related to taxation, and are based on the best estimates of directors. These estimates take into account both the financial performance and position of the company as they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents that directors’ best estimate, pending an assessment by the Australian Taxation Office. (b) Revenue The Company has applied AASB 15: Revenue from Contracts with Customers using the cumulative effective method. Therefore, the comparative information has not been restated and continues to be presented under AASB 118: Revenue. Based on the Directors’ assessment, accounting policies under AASB 118 are identical to those under AASB 15 as disclosed below. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Rental revenue: Rental income is recognised in the statement of comprehensive income in the reporting period in which it is received, over the term of the lease in accordance with the lease agreement. Lease incentives granted are recognised as an integral part of the total rental income over the term of the lease. Interest: Interest revenue is recognised on a proportional basis using the effective interest rates method. (c) Earnings Per Share The Company presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the net profit or loss attributable to members for the reporting period, after excluding any costs of servicing equity, by the weighted average number of ordinary shares of the Company, adjusted for any bonus issue. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding. (d) Impairment of Assets At each reporting date the Company assesses whether there is any indication that an asset may be impaired. Where an indication of impairment exists, the Company makes a formal estimate of recoverable amount. Where carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or Company assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. 17 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS (e) Income Tax Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences: • except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither that accounting profit or loss nor taxable profit or loss; and • in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised: • except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit or loss nor taxable profit or loss; and • in respect of deductible temporary differences with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. (f) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office (“ATO”). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. (g) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the Statement of Financial Position. (h) Trade and Other Receivables Trade receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an allowance for lifetime expected credit losses using the simplified approach in accordance with AASB 9: Financial Instruments. Bad debts are written off when identified. Receivables from related parties are recognised and carried at the nominal amount due. Interest is taken up as income on an accrual basis. (i) Inventories Inventories and work in progress are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. 18 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS (i) Inventories (continued) Cost includes the cost of acquisition, development costs, holding costs and directly attributable interest on borrowed funds where the development is a qualifying asset. Capitalisation of borrowing costs is ceased during extended periods in which active development is interrupted. When a development is completed and ceases to be a qualifying asset, borrowing costs and other costs are expensed as incurred. Current and Non-current Inventory Assets Inventory is classified as current when it satisfies any of the following criteria: • it is expected to be realised in, or is intended for sale or consumption in, the entity’s normal operating cycle; • it is held primarily for the purpose of being traded; or • it is expected to be realised within twelve months of the reporting date. All other inventory is treated as non-current. (j) Property held for development and resale Property held for development and resale comprises land held for development, contract costs and other holding costs incurred to date. Costs include the cost of acquisition, development, interest on funds borrowed for the development and holding costs until completion of the development. Interest and holding charges incurred after development is completed are expensed. Profit is recognised on an individual contract basis generally at settlement. (k) Plant and Equipment Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Depreciation The depreciable amount of plant and equipment is depreciated on a diminishing value basis over the asset’s useful life to the Company commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Plant and equipment Furniture and Fittings Software Depreciation Rate 33.00% 11.25% 33.00% The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of Profit or Loss and Other Comprehensive Income. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings. (l) Trade and Other Payables Liabilities for trade creditors and other amounts are carried at cost which is the fair value of consideration to be paid in the future for goods and services received, whether or not billed to the Company. Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis. (m) Issued Capital Ordinary shares are classified as equity. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received. 19 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS (n) Financial Instruments Financial assets and financial liabilities are recognised in the Company’s statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs, except where the instrument is classified "at fair value through profit or loss", in which case transaction costs are expensed to profit or loss immediately. Classification and subsequent measurement Financial assets Financial assets are subsequently measured at: • • • amortised cost; fair value through other comprehensive income; or fair value through profit or loss. A financial asset that meets the following conditions is subsequently measured at amortised cost: • • the financial asset is managed solely to collect contractual cash flows; and the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates. A financial asset that meets the following conditions is subsequently measured at fair value through other comprehensive income: • • the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates; the business model for managing the financial assets comprises both contractual cash flows collection and the selling of the financial asset. By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value through other comprehensive income are subsequently measured at fair value through profit or loss. The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option on initial classification and is irrevocable until the financial asset is derecognised. Financial liabilities Financial liabilities are subsequently measured at: • • amortised cost; or fair value through profit or loss. A financial liability is measured at fair value through profit and loss if the financial liability is: • • • a contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies; held for trading; or initially designated as at fair value through profit or loss. All other financial liabilities are subsequently measured at amortised cost using the effective interest method. Derecognition Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position. Derecognition of financial assets A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred. All of the following criteria need to be satisfied for derecognition of financial asset: • • • the right to receive cash flows from the asset has expired or been transferred; all risk and rewards of ownership of the asset have been substantially transferred; and the Company no longer controls the asset (ie the Company has no practical ability to make a unilateral decision to sell the asset to a third party). On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss. 20 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS (n)Financial Instruments (continued) On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings. Derecognition of financial liabilities A liability is derecognised when it is extinguished (ie when the obligation in the contract is discharged, cancelled or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. Impairment The Company recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost or fair value through other comprehensive income. Loss allowance is not recognised for: financial assets measured at fair value through profit or loss; or equity instruments measured at fair value through other comprehensive income. The Company uses the simplified approach to impairment, as applicable under AASB 9: Financial Instruments: Simplified approach The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires the recognition of lifetime expected credit loss at all times. This approach is applicable to: • • trade receivables or contract assets that result from transactions within the scope of AASB 15: Revenue from Contracts with Customers and which do not contain a significant financing component; and lease receivables. In measuring the expected credit loss, a provision matrix for trade receivables was used taking into consideration various data to get to an expected credit loss (ie diversity of customer base, appropriate groups of historical loss experience, etc). Recognition of expected credit losses in financial statements At each reporting date, the Company recognises the movement in the loss allowance as an impairment gain or loss in the statement of profit or loss and other comprehensive income. The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset. Assets measured at fair value through other comprehensive income are recognised at fair value, with changes in fair value recognised in other comprehensive income. Amounts in relation to change in credit risk are transferred from other comprehensive income to profit or loss at every reporting period. For financial assets that are unrecognised (eg loan commitments yet to be drawn, financial guarantees), a provision for loss allowance is created in the statement of financial position to recognise the loss allowance. (o) Comparatives When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. (p) Employee Benefits Provision is made for the company’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within 1 year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than 1 year have been measured at the present value of the estimated future cash outflows to be made for those benefits. Those cashflows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cashflows. (q) Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 21 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS (r) Fair value of Assets and Liabilities The Company measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard. Fair value is the price the Company would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. To the extent possible, market information is extracted from either the principal market for the asset or liability (ie the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (ie the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements. (s) Impact of Initial Application of New Accounting Standards Initial application of AASB 9: Financial Instruments AASB 9 replaces AASB 139 Financial Instruments: Recognition and Measurement (AASB 139) for annual periods beginning on or after 1 January 2018, bringing together all three aspects of the accounting for financial instruments: classification and measurement; impairment; and hedge accounting. The Company has applied AASB 9 retrospectively, with the initial application date of 1 July 2018. The Company has elected to restate comparative information. AASB 9 sets out requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. The changes in accounting policies resulting from the adoption of AASB 9 did not have a material impact on the Company’s financial statements. As of 30 June 2018 and 30 June 2019, the Company’s financial instruments consist of cash and cash equivalents, trade and other receivables, trade and other payables, and borrowings. Class of financial instrument presented in the statement of financial position Original measurement category under AASB 139 New measurement category under AASB 9 Cash and cash equivalents Loans and receivables Financial assets at amortised cost Trade and other receivables Loans and receivables Financial assets at amortised cost Trade and other payables Financial liability at amortised cost Financial liability at amortised cost Borrowings Financial liability at amortised cost Financial liability at amortised cost The change in classification has not resulted in any re-measurement adjustments at 1 July 2018. Refer to the relevant accounting policy disclosures for further details. 22 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS (s) Impact of Initial Application of New Accounting Standards (continued) Impairment of financial assets In relation to the financial assets carried at amortised cost, AASB 9 requires an expected credit loss model to be applied as opposed to an incurred credit loss model under AASB 139. The expected credit loss model requires the Company to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial asset. In particular, AASB 9 requires the Company to measure the loss allowance at an amount equal to lifetime expected credit loss (“ECL”) if the credit risk on the instrument has increased significantly since initial recognition. On the other hand, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Company is required to measure the loss allowance for that financial instrument at an amount equal to the ECL within the next 12 months. There is no impact on the cash flows of the Company from the application of AASB 9. Initial application of AASB 15: Revenue from Contracts with Customers The Company has adopted AASB 15 with a date of initial application of 1 July 2018. Based on the Directors’ assessment there was no impact on the Company’s existing revenue recognition policy arising from the adoption. The Company has applied the AASB 15 cumulative effective method (ie by recognising the cumulative effect of initially applying AASB 15 as an adjustment to the opening balance of equity at 1 July 2018). Therefore, the comparative information has not been restated and continues to be reported under AASB 118: Revenue. (t) New Accounting Standards for Application in Future Periods The AASB has issued a number of new and amended Accounting Standards that have mandatory application dates for future reporting periods, some of which are relevant to the Company. The directors have decided not to early- adopt any of the new and amended pronouncements. The following sets out their assessment of the pronouncements that are relevant to the Company but applicable in future reporting periods. AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019). The Company has chosen not to early-adopt AASB 16. However, the Company has conducted a preliminary assessment of the impact of this new Standard, as follows. A core change resulting from applying AASB 16 is that most leases will be recognised on the balance sheet by lessees as the standard no longer differentiates between operating and finance leases. An asset and a financial liability are recognised in accordance to this new Standard. There are, however, two exceptions allowed: short-term and low-value leases. Basis of preparation The accounting for the Company's operating leases will be primarily affected by this new Standard. AASB 16 will be applied by the Company from its mandatory adoption date of 1 July 2019. The comparative amounts for the year prior to first adoption will not be restated, as the Company has chosen to apply AASB 16 retrospectively with cumulative effect. While the right-of-use assets for property leases will be measured on transition as if the new rules had always been applied, all other right-of-use assets will be measured at the amount of the lease liability on adoption (after adjustments for any prepaid or accrued lease expenses). The Company's non-cancellable operating lease commitments amount to $7,336 as at the reporting date. The entire amount of this commitment would be classified as a short-term lease under AASB 16, and will be recognised as expense in profit or loss on a straight-line basis. The Company has performed a preliminary impact assessment and has estimated that on 1 July 2019, the Company does not expect to recognise any right-of-use assets and lease liabilities as it is currently not party to any leases that would require such treatment Given that the Company's activities as a lessor will not be materially impacted by this new Standard, the Company does not expect any significant impact on its financial statement from a lessor perspective. Nonetheless, starting from 2020, additional disclosures will be required. The directors’ assessment is that there would be no material impact arising from the above standards given the current stage of the company’s’ operations. The financial report was authorised for issue on the 30th of August 2019 by the board of directors. 23 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS NOTE 2: LOSS FOR THE YEAR Loss before income tax has been determined after following specific expenses: Employee benefits expense - Salaries and entitlements - Long service leave NOTE 3: AUDITORS’ REMUNERATION Remuneration of the auditor for: - Auditing or reviewing the financial report - Other professional services NOTE 4: INCOME TAX EXPENSE (a) The components of tax expense comprise: Current tax Deferred tax 30-Jun-19 30-Jun-18 $ $ 302,573 272,914 4,726 4,230 307,299 277,144 30-Jun-19 30-Jun-18 $ $ 18,284 3,000 21,284 18,647 6,015 24,662 30-Jun-19 30-Jun-18 $ $ - - - - - - (b) The prima facie tax benefit on loss from ordinary activities before income tax is reconciled to the income tax as follows: Prima facie tax benefit on loss from ordinary activities before income tax at 30% (2018: 27.5%) (161,430) (115,197) Add tax effect of: - Revenue losses not recognised - Other non-deductible items - Other deferred tax balances not recognised Income tax expense (c) Unrecognised deferred tax assets at 30% (2018: 27.5%) (Note 1): Carry forward revenue losses Inventory Property development Carry forward capital losses Financial assets Capital raising costs Provision and accruals Other 24 202,876 131,650 209 - (41,655) (16,453) - - 1,684,692 69,945 104,518 93,313 37,871 15,000 - 3,037 1,358,333 101,629 95,380 86,604 27,320 13,750 6,925 3,286 2,008,376 1,693,227 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS NOTE 4: INCOME TAX EXPENSE (CONTINUED) The tax benefits of the above deferred tax assets will only be obtained if: (a) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised; (b) the Company continues to comply with the conditions for deductibility imposed by law; and (c) no changes in income tax legislation adversely affect the Company in utilising the benefits. The corporate tax rate for eligible companies will reduce from 30% to 25% by 30 June 2022 providing certain turnover thresholds and other criteria are met. Deferred tax assets and liabilities are required to be measured at the tax rate that is expected to apply in the future income year when the asset is realised or the liability is settled. The Directors have determined that the deferred tax balances be measured at the tax rates stated. NOTE 5: CASH AND CASH EQUIVALENTS Current Cash at Bank NOTE 6: TRADE AND OTHER RECEIVABLES Current Trade receivables Provision for impairment GST receivable Deposits paid Prepayments 30-Jun-19 30-Jun-18 $ $ 289,611 438,625 30-Jun-19 30-Jun-18 $ $ 1,200 - 251 6,564 1,754 9,769 - - 64,885 5,044 - 69,929 The following table shows the movement in lifetime expected credit loss that has been recognised for trade and other receivables in accordance with the simplified approach set out in AASB 9: Financial Instruments. Opening balance under AASB 139 Adjust- ment for AASB 9 Net measure- ment of loss allowance 1 July 2018 Amounts written off Closing balance 30 June 2019 $ $ $ $ $ a. Lifetime Expected Credit Loss - - - - - 25 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS NOTE 6: TRADE AND OTHER RECEIVABLES (CONTINUED) The company applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The loss allowance provision as at 30 June 2019 is determined as follows; the expected credit losses also incorporate forward-looking information. Current >30 days past due >60 days past due >90 days past due Total $ - 1,200 - $ - - - $ - - - $ - - - $ - 1,200 - 2019 Expected loss rate Gross carrying amount Loss allowing provision NOTE 7: INVENTORY Costs carried forward in respect of properties of interest in (Oak Street Cannington): At the beginning of the financial year Reclassification from Property Development Additions during the period Borrowing costs capitalised Balance at the end of the financial year 30-Jun-19 30-Jun-18 $ $ 3,030,478 - - 1,138,126 323,021 1,867,701 44,891 24,651 3,398,390 3,030,478 As previously announced by the Company, the building at 3 Oak Street Canningon officially reached lock-up stage on 20 June 2018. In connection with securing development funding by Westpac during the financial year, the property was subject to an independent sworn valuation by Opteon Property Group that placed a market value of $4.5 million on a “as if complete” basis. The property also serves as security against the Westpac borrowings as detailed in Note 13. NOTE 8: INVENTORY (PROPERTY DEVELOPMENT) Costs carried forward in respect of properties of interest in Tate Street Bentley: At the beginning of the financial year Additions during the year Impairment loss on property development Reclassification to Inventory – (Oak Street, Cannington) Non-current balance at reporting date 30-Jun-19 30-Jun-18 $ $ 1,169,221 2,298,756 4,200 8,591 - - - (1,138,126) 1,173,421 1,169,221 The 30 June 2019 balance relates to the property developments located at 19-21 Tate Street, Bentley Western Australia. During the previous year, the balance relating to 3 Oak Street, Cannington was reclassified to inventories (refer Note 7). Refer to Note 13 for details of security over these assets. 26 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS NOTE 9: FINANCIAL ASSETS Non-Current Listed Shares at fair value Total Financial assets at fair value through profit or loss NOTE 10: PLANT AND EQUIPMENT Plant and equipment at cost Accumulated depreciation Movements in carrying amounts Balance at beginning of the year Additions Depreciation expense At reporting date NOTE 11: TRADE AND OTHER PAYABLES Trade creditors Other creditors and accruals Trade creditors are non-interest bearing and are normally settled on 30 day terms. NOTE 12: PROVISIONS Employee benefits Long service leave 30-Jun-19 30-Jun-18 $ $ 7,782 7,782 9,338 9,338 30-Jun-19 30-Jun-18 $ $ 28,611 (28,302) 309 28,611 (27,757) 854 854 - (545) 309 1,171 403 (720) 854 30-Jun-19 30-Jun-18 $ $ 7,367 32,759 40,126 5,640 54,458 60,098 30-Jun-19 30-Jun-18 $ $ 66,234 42,865 109,099 45,458 38,139 83,597 27 Ultima United Limited - Annual Report For the year ended 30 June 2019 30-Jun-19 30-Jun-18 $ $ - 2,161,753 64,112 48,389 2,161,753 112,501 754,571 2,492,927 754,571 2,492,927 2,916,324 2,605,428 NOTES TO THE FINANCIAL STATEMENTS NOTE 13: BORROWINGS CURRENT Bank overdraft (ii) Loan from financial institution (i) NON-CURRENT Loan from financial institution (i), (ii) Total Borrowings NATIONAL AUSTRALIA BANK FACILITY Facility: Business Loan Facility Limit: $945,000 Loan Type: Loan Term: Variable Rate Interest 30 Years – Expires 10 July 2045 Interest Rate: 4.70% per annum Security: Registered Mortgage over property situated at 19 and 21 Tate Street Bentley WA 6102 Covenants: There are no covenants to be complied with WESTPAC BANKING FACILITY Facility: Business Overdraft Facility Limit: $85,000 Loan Type: Variable Rate Interest Only Loan Term: Annual Review but repayable on demand Interest Rate: 6.29% per annum Facility Fee: 1.2% per annum Bank Bill Business Loan $2,289,000 Variable Rate Interest Only 2 Years & 1 Month – Expires 22 November 2019 4.355% per annum 1.5% per annum There was $65,012 of interest charges on the Westpac facility that were incurred during the year. The total Westpac facility of $2,374,000 is secured by the following: • Limited Guarantee and Indemnity by Xing Yan. • Limited Guarantee and Indemnity by S & A Holding (Aust) Pty Ltd, a company related to Mr Yan, supported by: - General Security Agreement by S & A Holding (Aust) Pty Ltd over all existing and future assets and undertakings. - Mortgage by S & A Holding (Aust) Pty Ltd over the property located at 1 Tamara Drive Cockburn Central, WA 6164. • Mortgage by Ultima United Limited over the property located at 3 Oak Street Cannington, WA 6107. • General Security Agreement by Ultima United Limited over all existing and future assets and undertakings. Facility Covenants: • At all times, the total amount owing under the loan must not exceed 61% of the development costs (LCR) and 51% of the “on-comp” value of 3 Oak Street, Cannington as determined by the lender (LVR). In the event the above covenants are exceeded, the Company must repay that portion of the amount owing sufficient to ensure the covenants are satisfied or provide additional security acceptable to the lender to ensure the LCR & LVR are maintained. These covenants were complied with during the year ended 30 June 2019. 28 NOTES TO THE FINANCIAL STATEMENTS NOTE 14: ISSUED CAPITAL Ultima United Limited - Annual Report For the year ended 30 June 2019 30-Jun-19 30-Jun-18 $ $ 29,325,749 (30 June 2018: 25,500,652) fully paid ordinary shares of no par value 8,097,337 7,714,827 (a) Movements in fully paid ordinary shares on issue: At the beginning of the year 7,714,827 25,500,652 7,714,827 25,500,652 Shares issued At reporting date 382,510 3,825,097 - - 8,097,337 29,325,749 7,714,827 25,500,652 30-Jun-19 30-Jun-18 $ Number $ Number (b) Terms of Ordinary Shares Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held and in proportion to the amount paid up on the shares held. At shareholders meetings each ordinary share is entitled to one vote in proportion to the paid up amount of the share when a poll is called, otherwise each shareholder has one vote on a show of hands. (c) Capital risk management The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it may continue to provide returns for shareholders and benefits for other stakeholders. The Company’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets. The Company is not subject to any externally imposed capital requirements. Management effectively manages the Company’s capital by assessing the Company’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. The gearing ratios for the years ended 30 June 2019 and 30 June 2018 are tabled below. The gearing ratio of 59% as at 30 June 2019 can be attributed to the bank funding for the construction works at 3 Oak Street Cannington. This is expected to improve once the apartments are sold to repay debt and generate working capital. Total borrowings Less: Cash and cash equivalents Net debt / (cash) Total equity Total capital Gearing ratio 2019 $ 2018 $ 2,916,324 2,605,428 (289,611) (438,625) 2,626,713 2,166,803 1,813,733 1,969,322 4,440,446 4,136,125 59% 52% 29 NOTES TO THE FINANCIAL STATEMENTS NOTE 15: RESERVES Option Reserve Movements in options on issue: At the beginning of the year At reporting date NOTE 16: ACCUMULATED LOSSES Balance at beginning of the year Net loss attributable to members At reporting date Ultima United Limited - Annual Report For the year ended 30 June 2019 30-Jun-19 30-Jun-18 $ $ 482,267 482,267 30-Jun-19 30-Jun-18 $ Number $ Number 482,267 482,267 - - 482,267 482,267 - - 30-Jun-19 30-Jun-18 $ $ (6,227,772) (5,808,874) (538,099) (418,898) (6,765,871) (6,227,772) NOTE 17: KEY MANAGEMENT PERSONNEL DISCLOSURES Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each member of the Company’s key management personnel (‘KMP’) for the year ended 30 June 2019. Compensation of key management personnel by individual Compensation details of key management personnel have been disclosed in the Directors’ Report. The totals of remuneration paid to key management personnel of the Company during the year are as follows: Short term benefits Post employment benefits 30-Jun-19 30-Jun-18 $ $ 257,738 27,901 285,639 233,884 25,895 259,779 Short-term employee benefits These amounts include fees and benefits paid to the non-executive Chair and non-executive directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP. Post-employment benefits These amounts are the current-year’s estimated cost of providing for the Company’s defined benefits scheme post- retirement, superannuation contributions made during the year and post-employment life insurance benefits. 30 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS NOTE 18: RELATED PARTY DISCLOSURE Key management personnel Disclosures relating to key management personnel are set out in the Directors’ Report and Note 17. There were no other transactions with related parties during the year. NOTE 19: FINANCIAL INSTRUMENTS (i) FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Company’s principal financial instruments comprise cash and short-term deposits. The main purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the Company. The Company also has other financial instruments such as trade debtors and creditors which arise directly from its operations. For the year under review, it has been the Company’s policy not to trade in financial instruments. The directors’ overall risk management strategy seeks to assist the Company in meeting its financial targets, whilst minimising potential adverse effects on financial performance. Risk management policies are approved and reviewed by the Board of Directors on a regular basis. These include the credit risk policies and future cash flow requirements. Financial Risk Exposures and Management The main risks arising from the Company’s financial instruments are interest rate risk and credit risk. The board reviews and agrees policies for managing each of these risks and they are summarised below: (a) Foreign Currency Risk The Company is not exposed to fluctuations in foreign currencies. (b) Interest Rate Risk The Company is exposed to movements in market interest rates on short term deposits and bank borrowings. The policy is to monitor the interest rate yield curve out to 120 days to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. (c) Credit Risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted the policy of only dealing with credit worthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company does not have any significant credit risk exposure to any single counterparty or any Company of counterparties having similar characteristics. The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses, represents the Company’s maximum exposure to credit risk. (d) Liquidity Risk The Company manages liquidity risk by monitoring forecast cash flows. The Company does not have any significant liquidity risk as the Company does not currently have any collateral debts. (e) Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. 31 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS NOTE 19: FINANCIAL INSTRUMENTS (CONTINUED) (ii) FINANCIAL INSTRUMENT COMPOSITION AND MATURITY ANALYSIS The table below reflects the undiscounted contractual settlement terms for financial instruments of a fixed period of maturity, as well as management’s expectations of the settlement period for all other financial instruments. As such, the amounts might not reconcile to the Statement of Financial Position. Fixed interest maturing in Floating interest rate $ 1 year or less $ over 1 year less than 5 $ more than 5 years $ Non- Interest bearing $ Total $ 289,611 - - 289,611 -% - - - - - - - - - - - - - - - - 289,611 9,769 7,782 9,769 7,782 17,551 307,162 - - - - - - - - 40,126 40,126 2,161,753 235,726 518,845 - 2,916,324 2,161,753 235,726 518,845 40,126 2,956,450 4.83% 4.62% 4.62% - Floating interest rate $ 438,625 - - 438,625 0.29% Fixed interest maturing in over 1 year less than 5 $ more than 5 years $ 1 year or less $ - - - - - - - - - - Non- Interest bearing $ Total $ - - - - - - 438,625 69,929 69,929 9,338 9,338 79,267 517,892 - - - - - - - - 60,098 60,098 112,501 1,885,657 607,270 - 2,605,428 112,501 1,885,657 607,270 60,098 2,665,526 4.70% 4.70% 4.70% - 30 June 2019 Financial Assets Cash and cash equivalents Trade and other receivables Listed investments Weighted Average Interest Rate Financial Liabilities Trade and other creditors Borrowings Weighted Average Interest Rate 30 June 2018 Financial Assets Cash and cash equivalents Trade and other receivables Listed investments Weighted Average Interest Rate Financial Liabilities Trade and other creditors Borrowings Weighted Average Interest Rate Trade and sundry payables are expected to be paid as follows: Less than 6 months 2019 $ 2018 $ 40,126 40,126 60,098 60,098 (iii) FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying amounts as presented in the statement of financial position. Differences between fair values and carrying values of financial instruments with fixed interest rates are due to the change in discount rates being applied by the market since the initial recognition by the Company. Most of these instruments, which are carried at amortised cost (i.e. loan liabilities), are to be held until maturity. 32 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS NOTE 19: FINANCIAL INSTRUMENTS (CONTINUED) Listed investments have been valued at the quoted market bid price at balance date, adjusted for transaction costs expected to be incurred. For unlisted investments where there is no organised financial market, the net fair value has been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment. 2019 Financial assets: Cash & cash equivalents Financial assets at fair value through profit or loss (listed investments) Financial assets at amortised cost (Trade & other receivables) Total financial assets Financial liabilities: Trade & other payables Bank borrowings Total financial liabilities 2019 2018 Carrying Amount $ Fair Value $ Carrying Amount $ Fair Value $ 289,611 289,611 438,625 438,625 7,782 9,769 7,782 9,338 9,338 9,769 69,929 307,162 307,162 517,892 69,929 517,892 40,126 40,126 60,098 60,098 2,916,324 2,916,324 2,605,428 2,605,428 2,956,450 2,956,450 2,665,526 2,665,526 (iv) PRICE SENSITIVITY ANALYSIS Management believes the estimated fair values resulting from the valuation of listed investments and recorded in the statement of financial position and the related changes in fair values recorded in the statement of comprehensive income are reasonable and the most appropriate at Statement of Financial Position date. At 30 June 2019, the effect on loss as a result of changes in the share price of listed investment, with all other variables remaining constant would be as follows: CHANGE IN PROFIT/(LOSS) Increase in fair value of investment by 10% Decrease in fair value of investment by 10% 2019 $ 2018 $ 778 (778) 934 (934) 2019 Financial assets: Level 1 Level 2 Level 3 Total $ $ $ $ Financial assets at fair value through profit or loss: — listed investments — unlisted investments 2018 Financial assets: Financial assets at fair value through profit or loss: — listed investments — unlisted investments 7,782 - 7,782 - - - - - - 7,782 - 7,782 Level 1 Level 2 Level 3 Total $ $ $ $ 9,338 - 9,338 - - - - - - 9,338 - 9,338 Included within Level 1 of the hierarchy are listed investments. The fair values of these financial assets have been based on the closing quoted bid prices at reporting date, excluding transaction costs. In valuing unlisted investments, included in Level 2 of the hierarchy, valuation techniques such as those using comparisons to similar investments for which market observable prices are available have been adopted to determine the fair values of these investments. Derivative instruments are included in Level 3 of the hierarchy with the fair values being determined using valuation techniques incorporating observable market data relevant to the hedged position. 33 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS NOTE 19: FINANCIAL INSTRUMENTS (CONTINUED) INTEREST RATE SENSITIVITY ANALYSIS (v) The following table illustrates sensitivities to the Company’s exposure to changes in interest rates. The table indicates the impact on how profit and equity values reported at the end of the reporting period would have been affected by changes in the relevant risk variable that management considers to be reasonably possible. These sensitivities assume that the movement in a particular variable is independent of other variables. CHANGE IN PROFIT/(LOSS) (Increase) to loss from a 2% rise in interest rate Decrease to loss from a 2% fall in interest rate NOTE 20: EARNINGS PER SHARE 2019 $ 2018 $ (2,131) 2131 (928) 928 2019 $ 2018 $ (a) Loss used in the calculation of basic earnings per share (538,099) (418,898) (b) Weighted average number of ordinary shares outstanding during the financial year used in calculation of basic earnings per share 27,741,777 25,500,652 Number of shares Number of shares NOTE 21: CASH FLOW INFORMATION (i) Reconciliation of cash and cash equivalent: Cash at Bank - Note 5 Bank overdraft – Note 13 2019 $ 2018 $ 289,611 - 289,611 438,625 (64,112) 374,513 (ii) Reconciliation of cash flows from operating activities with loss after income tax Loss after income tax Depreciation expense Revaluation - financial assets at fair value Finance costs Changes in assets and liabilities: - (Increase)/ Decrease in trade and other receivables - (Decrease)/ Increase in trade and other payables - (Decrease)/ Increase in provisions Net cash used in operating activities (538,099) (418,898) 545 1,556 65,012 720 (4,151) - 60,160 (19,972) 25,502 (62,624) (23,249) 21,516 (405,296) (486,686) (iii) Non-cash financing and investing activities During the year there was $65,012 of non-cash financing activities relating to financing costs incurred on the Westpac loans (refer Note 13). No other non-cash financing and investing activities have occurred during the year ended 30 June 2019. 34 Ultima United Limited - Annual Report For the year ended 30 June 2019 NOTES TO THE FINANCIAL STATEMENTS NOTE 22: SEGMENT INFORMATION The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors in assessing performance and determining the allocation of resources. The Company operates in one geographical and business segment being property development in Australia. All segment assets, segment liabilities and segment results relate to the one segment and therefore no segment analysis has been prepared. NOTE 23: EVENTS SUBSEQUENT TO REPORTING DATE The directors are not aware of any matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years. NOTE 24. CONTINGENT LIABILITIES In the opinion of the directors there were no contingent liabilities at 30 June 2019, and the interval between 30 June 2019 and the date of this report. NOTE 25: COMMITMENTS (a) Lease expenditure commitments There is one operating lease being a rental lease for the Company’s premises. The current amount payable is $917 plus GST per month exclusive of variable outgoings, with the rental lease expiring on 28 February 2020. 6 months $ 12 months $ 18 months $ Total $ Rental lease for the Company's premises 5,502 5,502 1,834 1,834 - - 7,336 7,336 (b) Capital commitments As at 30 June 2019, there are no capital commitments (2018: $280,000 relating to the property development at 3 Oak Street Cannington). 35 Ultima United Limited - Annual Report For the year ended 30 June 2019 DIRECTORS' DECLARATION 1. The directors of the company declare that: a. the accompanying financial statements and notes as set out on pages 12 to 35 are in accordance with the Corporations Act 2001 including: i. ii. giving a true and fair view of the entity’s financial position as at 30 June 2019 and of its performance for the year then ended; and complying with Australian Accounting Standards, the Corporations Regulations 2001, professional reporting requirements and other mandatory requirements. b. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. c. the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. 2. This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2019. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by: Eric Kong Executive Director Dated this 30th day of August 2019 36 ADDITIONAL SHAREHOLDER INFORMATION HOLDINGS AS AT 26 AUGUST 2019 The distribution of members and their holdings of equity securities in the company as at 26 August 2019 were as follows: Ultima United Limited - Annual Report For the year ended 30 June 2019 Number of Securities Held 1-1,000 1,001 - 5,000 5,001 – 10,000 10,001 - 100,000 100,001 and over Total Fully Paid Shares No. of Holders Securities 50 239 60 199 28 476 21,050 759,487 496,220 2,467,405 25,581,587 29,325,749 Holders of less than a marketable parcel: 395 20 LARGEST SHAREHOLDERS AS AT 26 AUGUST 2019 Fully Paid Ordinary Shares 1 HD MINING & INVESTMENT PTY LTD 2 MR LI YI 3 MR CHENG RONG WANG 4 YONG HUA XIAO 5 MISS SUSSANGEL SHUANG YAN 6 UNITED MINING RESOURCES PTY LTD / XING YAN 7 CAPITAL H MANAGEMENT PTY LTD 8 XIBO MA 9 MS YOU LIAN ZHENG 10 XIAO HUI HUANG 11 JIAN LUO SUN 12 MR YONGYI DU 13 MR QIANG CAI 14 MRS SHUFANG LI 15 MRS SHU FANG LI 16 TALLINVALE PTY LTD 17 ETONVALE PROPRIETARY LIMITED 18 MR LANCHUN WU 19 YU LIN SU 20 MDM KAM LAN CHOO No. 2,520,000 2,295,059 2,029,725 1,767,595 1,743,409 1,642,500 1,506,805 1,503,000 1,010,889 948,350 940,000 765,019 765,019 734,473 700,000 640,000 639,630 553,500 500,000 493,920 23,698,893 Substantial Shareholders The names of the substantial shareholders listed in the Company’s register as at 26 August 2019: Fully Paid Ordinary Shares HD MINING & INVESTMENT PTY LTD MR LI YI MR CHENG RONG WANG YONG HUA XIAO MISS SUSSANGEL SHUANG YAN UNITED MINING RESOURCES PTY LTD / XING YAN CAPITAL H MANAGEMENT PTY LTD XIBO MA No. 2,520,000 2,295,059 2,029,725 1,767,595 1,743,409 1,642,500 1,506,805 1,503,000 (%) 8.59 7.83 6.92 6.03 5.94 5.6 5.14 5.13 3.45 3.23 3.21 2.61 2.61 2.5 2.39 2.18 2.18 1.89 1.7 1.68 80.81 (%) 8.59 7.83 6.92 6.03 5.94 5.6 5.14 5.13 42 Ultima United Limited - Annual Report For the year ended 30 June 2019 ADDITIONAL SHAREHOLDER INFORMATION Voting Rights Ordinary Shares In accordance with the Company's Constitution, on a show of hands every member present in person or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held. Restricted Securities The Company has no restricted securities at the current date. Company Secretary The name of the Company Secretary’s are Piers Lewis and Victor Goh. Address and telephone details of the entity’s registered and administrative office Suite 14,11 Preston Street COMO, WA 6152 Telephone: + (61) 8 6436 1888 Facsimile: + (61) 8 6436 1899 Address and telephone details of the office at which a register of securities is kept Advanced Share Registry Services 150 Stirling Highway Nedlands Western Australia 6009 Telephone: + (61) 8 9389 8033 Facsimile: + (61) 8 9367 3311 Securities exchange on which the Company’s securities are quoted The Company’s listed equity securities are quoted on the Australian Securities Exchange. Review of Operations A review of operations is contained in the Directors’ Report. 43

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