RBR Group Limited ABN 38 115 857 988 Annual Report - 30 June 2025
Suite 6, 245 Churchill Avenue, Subiaco, WA 6008 PO Box 534, West Perth, WA 6872
Email: info@rbrgroup.com.au Website: https://www.rbrgroup.com.au
Directors Ian Macpherson
Executive Chairman
Athol Emerton
Non-Executive Director
Paul Horsfall
Non-Executive Director
Florence Drummond
Non-Executive Director
Company secretary Cameron O'Brien
Registered office Suite 6, 245 Churchill Avenue, Subiaco WA 6008
Australia
Postal address PO Box 534
West Perth WA 6872
Email: info@rbrgroup.com.au
Website https://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)
Chairman's letter 3
Review of operations 4
Directors' report 5
Auditor's independence declaration 15
Statement of profit or loss and other comprehensive income 16
Statement of financial position 17
Statement of changes in equity 18
Statement of cash flows 19
Notes to the financial statements 20
Consolidated entity disclosure statement 39
Directors' declaration 40
Independent auditor's report to the members of RBR Group Limited 41
Shareholder information 45
Dear Shareholder,
Welcome to the 2025 Annual Report for RBR Group Limited.
As we reflect on the past year and the difficulties encountered, we do so with a clear view as to the opportunities ahead. The 2024-25 year has been a period of challenge, positioning and preparation. The challenges, as we have conveyed to all, have been significant however I and your Board believe we are now approaching a juncture where growth can be more tangible and sustainable.
Over the past year, we have remained focused on our core mission: delivering workforce, training, labour supply, and camp accommodation services in Mozambique, with strategic expansion across Africa. Our operating environment has been volatile - marked by capital constraints, political uncertainty, and project delays - but despite these headwinds, we have driven a number of important initiatives that strengthen our capabilities to deliver on our service areas.
Some highlights include:
Capital raising and balance sheet management
We successfully completed a capital raising program initiated in December 2024, raising approximately A$1.3 million, and applied portions of it to retire short-term debt and improve our working capital position.
In the June 2025 quarter, we also initiated a Share Purchase Plan (SPP) to raise up to A$650,000 to support mobilising existing and new projects, reduce existing convertible debt, and fund proposed expansion, including into Australia.
Partnerships & Alliances
To enhance our training and labour supply capabilities, we have forged and formalised alliances with several in-country partners. Notably, a binding Memorandum of Understanding was secured with the Field Ready-Getenergy group to collaborate on youth employability, web-based learning platforms, and other training initiatives.
We have also continued discussions with Dynamic African Projects ("DAP") and Ascending with respect to labour, training and camp accommodation service divisions.
Asset Development & Operational Readiness
At Temane, the Shankara Lodge / Shankara Camp & Village facility and training infrastructure have been progressively completed and are now operational. First tenants are in residence, and some training programs have commenced. We have also continued physical development of the accommodation, restaurant, kitchen, pool and other ancillary facilities.
These initiatives have been taken based on the very real shift in sentiment regarding the restart of the LNG megaprojects in Northern Mozambique, especially those led by TotalEnergies and ExxonMobil. Tender and RFI/RFT activity are increasing.
The TotalEnergies "force majeure (FM)" remains, but steps are being taken towards lifting restrictions, contractor re-mobilisation is underway, and financing is, we understand confirmed.
Everything is pointing towards a formal lifting of FM by calendar year end and with that we and all other contractors vying for a piece of this world scale project expect a significant lift in all aspects of construction and early development activities both in the Afungi region to the North where the projects are based and throughout the Country.
It has been a very challenging several years for our Company and for our shareholders. It has been far more challenging for the people of Mozambique
I would like to thank our shareholders, our directors, our management team and staff on the ground in Mozambique for their perseverance during these challenging times. To our partners - DAP, Field Ready, and others, thank you for your collaboration and shared vision.
As we move forward, I ask all stakeholders to remain aligned with our long-term vision. We believe the LNG sector revival in Northern Mozambique offers a transformational opportunity for RBR. With our infrastructure, local presence, and training portfolio now more mature, the potential is real. Our task is to convert that potential into sustainable contracts and value for shareholders.
In conclusion, while the past year has been one again of survival and 'base building", I believe RBR is now stepping into a phase where value creation becomes more visible. We enter 2025-26 with cautious optimism, sharper strategy and strengthened capability to execute.
Thank you for your continued support.
Ian Macpherson Executive Chairman
Review of OperationsFinancial Performance & Risks
Whilst our operational progress is encouraging, the financial and risk environment in country Mozambique remains complicated:
We continue to record a net loss - as expected in this phase of infrastructure and capability investment.
Cashflows from operating activities are still negative in many quarters, and we remain dependent on external capital raising and debt
reduction to maintain liquidity.
Political instability, weather events, and disruptions associated with national elections in Mozambique have impacted revenue opportunities. Maputo in particular has seen significant disruptions.
The "force majeure" status of key LNG projects continues to delay the full ramp up of demand for our services.
Strategy and Forward Outlook
Given the foregoing, our strategy over the next 12-24 months will be tightly focused on converting preparation into contract wins, ensuring operational readiness, and preserving financial discipline. Key strategic priorities include:
Contract Capture in LNG Sector
With project operators signaling movement, our primary goal is to win contracts related to camp construction, accommodation, training services, workforce employment, and logistic supports. Tenders currently in flight (e.g. for camps at Afungi Peninsula, shore bases in Pemba, housing in Maputo) will be pursued vigorously.
Strengthening Training & Workforce Capacity via JV
The Futuro Skills - Field Ready joint venture is crucial. It will deliver training in Portuguese, deploy Virtual Reality-based HSE training, and ensure that when projects restart, we have personnel who meet safety and local content expectations.
Optimising and Scaling our Infrastructure Assets
The Temane facility (Shankara) must function not just as an asset, but a revenue generator. Accommodation leasing, training, and ancillary services must be run efficiently. We will continue investing in enhancements so we can accommodate scaling operations.
Capital & Debt Management
Maintaining adequate capital to fund growth is essential. We will continue raising capital via Share Purchase Plan and other means, pay down convertible debt, and where possible improve cashflow from our existing assets. Operational cost discipline and prudent financial management remain non-negotiable.
Governance, Board Strength & ESG
We recently appointed Ms. Florence Drummond to our Board, bringing international, minerals sector, ESG and cross-cultural governance experience. Her appointment is part of our effort to strengthen oversight, ensure compliance and meet evolving stakeholder expectations.
Success & Risks
Success in the near term will be defined by securing material contracts in the LNG value chain, increasing utilisation of our Temane facilities, generating positive operating cash flow from core service lines (training, accommodation, labour supply), and gradually reducing reliance on equity/dilutive capital raising..
Risks remain, including:
Delays or further postponements of LNG project restarts (due to force majeure, funding, security or regulatory issues).
Operational disruptions in Mozambique due to political or environmental conditions.
Cost overruns or logistical challenges in scaling up infrastructure.
Capital scarcity, which may constrain our ability to meet tender requirements or mobilise assets.
Ian Macpherson Executive Chairman
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 2025.
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
Florence Drummond - Non-Executive Director (appointed 31 July 2025) Matthew Worner - Non-Executive Director (resigned 30 July 2025)
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 Chartered Accountants Australia and New Zealand (CA ANZ) and past member of the Executive Council of the Association of Mining Exploration Companies (WA) Inc.
Other current directorships: Vault Minerals Limited (previously Red 5 Limited) Former directorships (last 3 years): -
Interests in shares: 217,993,537
Interests in options: -
Name: Athol Emerton
Title: Non-Executive Director
Appointed: 19 August 2019
Qualifications: MICS
Experience and expertise: Mr Emerton has over 31 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 and 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: 227,113,718
Interests in options: -
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 and Customs Brokerage, International Express and Courier, and 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 of or acted 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: 142,752,450
Interests in options: -
Title: Non-Executive Director
Appointed: Appointed 31 July 2025
Qualifications: Dip (Quality Auditing), Dip (Bus Mgmt)
Experience and expertise: Ms Drummond is a strategic executive leader with extensive experience in the minerals sector, regional
development, and Indigenous stakeholder engagement. She is Executive Director of the Development Partner Institute and holds advisory board roles with the Centre for Australia-India Relations and The Mabo Centre. She brings strong expertise in ESG strategy, policy advocacy, and cross-cultural governance.
Other current directorships: -
Former directorships (last 3 years): -
Interests in shares: -
Interests in options: -
Name: Matthew Worner
Title: Former Non-Executive Director
Appointed: Appointed 25 October 2021, resigned 30 July 2025
Qualifications: LLB; B.Bus
Experience and expertise: Mr Worner is a former lawyer with more than 21 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: 35,100,000
Interests in options: -
'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.
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2025, and the number of meetings attended by each Director were:
Full Board
Attended Held
I Macpherson 7 7
A Emerton 6 7
P Horsfall 6 7
M Worner (resigned 30 July 2025) 6 7
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.
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 $1,361,974 (30 June 2024: $979,302). Revenue for the year is $948,353 (30 June 2024: $7,612,534).
As at 30 June 2025, the Group had cash reserves of $429,560 (2024: $250,453). The net loss after tax, for the year was $1,614,962 (2024: loss of
$876,911).
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.
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: | ||
Grant date Expiry date | Exercise price | Number under option |
31 January 2025 30 November 2027 | $0.0020 | 587,500,000 |
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 2025 and up to the date of this report.
Shares under performance rights
There were no unissued ordinary shares of RBR Group Limited under performance rights outstanding at the date of this report.
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 2025 and up to the date of this report.
Matters subsequent to the end of the financial year
On 11 July 2025, the Company announced a SPP to issue up to 650 million fully paid ordinary shares, seeking to raise approximately $650,000. The offer, initially scheduled to close on 30 July 2025, was extended to 11 August 2025. Applications totalling approximately $261,000 were received from 28 eligible shareholders, and a placement was completed raising $60,000. In total, 321,000,000 new shares were allotted on 15 August 2025, raising $321,000. CPS Capital Group Pty Ltd has agreed on a best endeavours basis, to place the remaining shortfall of approximately $329,000 over the next three months.
On 21 July 2025, the Company repaid a $100,000 convertible note in full without conversion.
On 31 July 2025, the Company announced the appointment of Ms Florence Drummond as a Non-Executive Director and the resignation of Mr Matthew Worner from his role as Non-Executive Director on 29 July 2025.
No other matter or circumstance has arisen since 30 June 2025 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
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 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 11.5% per annum (11% for the financial year 2024) 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 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 29 November 2024 AGM, 96.40% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2024. 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.
Short-term benefits | Post- employment benefits | Share-based payments | ||
Cash salary | Super- | Equity- | ||
and fees | annuation | settled | Total | |
2025 | $ | $ | $ | $ |
Non-Executive Directors: | ||||
A Emerton | 93,600 | - 2,006 | 95,606 | |
P Horsfall | 36,000 | - 1,337 | 37,337 | |
M Worner1 | 36,000 | - 1,337 | 37,337 | |
F Drummond2 | - | - - | - |
Executive Directors:
I Macpherson 125,455 5,227 2,006 132,688
291,055 5,227 6,686 302,968
1Resigned 30 July 2025
2Appointed 31 July 2025
Short-term benefits | Post- employment benefits | Share-based payments | |||
Cash salary and fees1 | Superannuation | Equity-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
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 2025.
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.
Name: Florence Drummond
Title: Non-Executive Director
Agreement commenced: 31 July 2025
Term of agreement: Director fees of $30,000 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.
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 2025.
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 2025.
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 2025.
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 2025.
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 | $0.00133 | Lapsed |
trading days on which the Company's Shares have actually | ||||||
traded (commencing after the date of the Meeting). | ||||||
Tranche B | 29/11/2022 | 13/06/2024 | 20,000,000 | The Company's VWAP being at least $0.015 over 10 | $0.00127 | Lapsed |
consecutive trading days on which the Company's Shares have | ||||||
actually traded (commencing after the date of the Meeting). | ||||||
Tranche C | 29/11/2022 | 13/12/2024 | 20,000,000 | The Company's VWAP being at least $0.0175 over 10 | $0.00150 | Lapsed |
consecutive trading days on which the Company's Shares have | ||||||
actually traded (commencing after the date of the Meeting). |
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below:
Balance at the start of the year | Received as part of remuneration | Additions | Disposals | Balance at the end of the year | |
Ordinary shares | |||||
I Macpherson | 87,014,286 | - 130,979,251 | - 217,993,537 | ||
A Emerton | 111,025,293 | - 116,088,425 | - 227,113,718 | ||
P Horsfall | 43,367,530 | - 74,384,920 | - 117,752,450 | ||
M Worner (resigned 30 July 2025) | - | - 35,100,000 | - 35,100,000 | ||
F Drummond (appointed 31 July 2025) | - | - - | - - | ||
241,407,109 | - 356,552,596 | - 597,959,705 |
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.
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 the start of the year | Granted | Vested | Lapsed/ forfeited/ other | Balance at the end of the year | ||
Performance rights over ordinary shares | ||||||
I Macpherson | 6,000,000 | - | - (6,000,000) | - | ||
A Emerton | 6,000,000 | - | - (6,000,000) | - | ||
P Horsfall | 4,000,000 | - | - (4,000,000) | - | ||
M Worner (resigned 30 July 2025) | 4,000,000 | - | - (4,000,000) | - | ||
F Drummond (appointed 31 July 2025) | - | - | - - | - | ||
20,000,000 | - | - (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 2025 are sales $64,307 (2024: $92,540) and payments $53,356 (2024: $423,495) 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 2025, included in accounts are trade receivables $109,736 (2024: $84,627) and trade creditors $4,382 (2024: $3,693) relating to entities
controlled by Mr Emerton, and director and consulting fees payable to directors of $327,982 (2024: $343,393).
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.
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 https://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
24 September 2025
AUDITOR'S INDEPENDENCE DECLARATION
As lead auditor for the audit of RBR Group Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been:
No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
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: 24 September 2025
Revenue | 5 | 948,353 | 7,612,534 |
Cost of sales | (106,533) | (4,548,301) | |
Gross profit | 841,820 | 3,064,233 | |
Expenses Employee expenses | (648,914) | (1,604,051) | |
Directors' fees | (158,682) | (158,455) | |
Consultants' fees | (306,748) | (286,573) | |
Depreciation and amortisation expense | (287,954) | (223,171) | |
Other administration | 6 | (855,050) | (1,250,176) |
Share-based payments expense | (6,685) | (82,162) | |
Finance costs | (191,836) | (218,767) | |
Impairment of assets | (913) | (117,789) | |
Loss before income tax expense | (1,614,962) | (876,911) | |
Income tax expense | 7 | - | - |
Loss after income tax expense for the year | (1,614,962) | (876,911) | |
Other comprehensive income | |||
Items that may be reclassified subsequently to profit or loss Foreign currency translation | 13,548 | 14,051 | |
Other comprehensive income for the year, net of tax | 13,548 | 14,051 | |
Total comprehensive loss for the year | (1,601,414) | (862,860) | |
Loss for the year is attributable to: Non-controlling interest | (252,988) | 102,391 | |
Equity holders of RBR Group Limited | (1,361,974) | (979,302) | |
(1,614,962) | (876,911) | ||
Total comprehensive loss for the year is attributable to: Non-controlling interest | (232,887) | 118,178 | |
Equity holders of RBR Group Limited | (1,368,527) | (981,038) | |
(1,601,414) | (862,860) | ||
Cents | Cents | ||
Basic loss per share | 8 | (0.057) | (0.060) |
Diluted loss per share | 8 | (0.057) | (0.060) |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
Assets | |||
Current assets Cash and cash equivalents | 9 | 429,560 | 250,453 |
Trade and other receivables | 11 | 1,210,632 | 779,162 |
Prepayments | 14,727 | 26,020 | |
Total current assets | 1,654,919 | 1,055,635 | |
Non-current assets Trade and other receivables | 11 | - | 752,620 |
Investment properties | 12 | 981,863 | 938,453 |
Property, plant and equipment | 13 | 1,386,320 | 1,512,375 |
Right-of-use assets | - | 3,092 | |
Total non-current assets | 2,368,183 | 3,206,540 | |
Total assets | 4,023,102 | 4,262,175 | |
Liabilities | |||
Current liabilities Trade and other payables | 14 | 1,079,303 | 717,376 |
Provisions | 15 | 8,943 | 11,176 |
Loans | 16 | 39,096 | 41,696 |
Lease liabilities | - | 3,587 | |
Convertible notes | 17 | 450,761 | 825,761 |
Total current liabilities | 1,578,103 | 1,599,596 | |
Non-current liabilities Loans | 16 | 33,096 | 32,732 |
Convertible notes | 17 | 1,000,000 | 1,000,000 |
Total non-current liabilities | 1,033,096 | 1,032,732 | |
Total liabilities | 2,611,199 | 2,632,328 | |
Net assets | 1,411,903 | 1,629,847 | |
Equity Contributed equity | 18 | 26,536,057 | 25,293,326 |
Reserves | 19 | 1,044,505 | 910,319 |
Accumulated losses | (27,854,517) | (26,492,543) | |
Deficiency in equity attributable to the equity holders of RBR Group Limited | (273,955) | (288,898) | |
Non-controlling interest | 1,685,858 | 1,918,745 | |
Total equity | 1,411,903 | 1,629,847 | |
Consolidated | Contributed equity $ | Share based payment reserves $ | Foreign currency translation reserves $ | Accumulated losses $ | Non-controlling interest $ | Total equity $ |
Balance at 1 July 2023 | 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 loss/profit for the year | - | - | (1,736) | (979,302) | 118,178 | (862,860) |
Transactions with equity holders in their capacity as equity holders: Share based payment (note 20) | 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 |
Contributed | Share based payment | Foreign currency translation | Accumulated | Non-controlling | ||
equity | reserves | reserves | losses | interest | Total equity | |
Consolidated | $ | $ | $ | $ | $ | $ |
Balance at 1 July 2024 | 25,293,326 | 974,897 | (64,578) | (26,492,543) | 1,918,745 | 1,629,847 |
Loss after income tax expense for the year | - | - | - | (1,361,974) | (252,988) | (1,614,962) |
Other comprehensive income loss/profit for the year, net of tax | - | - | (6,553) | - | 20,101 | 13,548 |
Total comprehensive income for the year | - | - | (6,553) | (1,361,974) | (232,887) | (1,601,414) |
Transactions with equity holders in their capacity as equity holders: Shares issued (note 18) | 1,297,865 | - | - | - | - | 1,297,865 |
Share issue costs (note 18) | (246,213) | 134,054 | - | - | - | (112,159) |
Share-based payments (note 20) | 191,079 | 6,685 | - | - | - | 197,764 |
Balance at 30 June 2025 | 26,536,057 | 1,115,636 | (71,131) | (27,854,517) | 1,685,858 | 1,411,903 |
The above statement of changes in equity should be read in conjunction with the accompanying notes
Consolidated
Cash flows from operating activities | Note | 2025 $ | 2024 $ |
Receipts from customers | 1,372,195 | 5,145,559 | |
Payments to suppliers and employees (inclusive of GST) | (1,906,828) | (4,664,163) | |
Interest received | 2,381 | 18,003 | |
Convertible note interest paid | (172,907) | (238,852) | |
Lease liability interest paid | (195) | (1,662) | |
Net cash from/(used in) operating activities | 10 | (705,354) | 258,885 |
Cash flows from investing activities Payments for property, plant and equipment | 13 | (176,498) | (724,923) |
Proceeds from insurance compensation on asset loss | 233,289 | - | |
Net cash from/(used in) investing activities | 56,791 | (724,923) | |
Cash flows from financing activities Proceeds from issue of shares | 18 | 1,297,866 | - |
Proceeds from convertible notes | - | 1,000,000 | |
Proceeds from related party loans | 18,016 | - | |
Share issue transaction costs | (112,159) | - | |
Repayment of convertible notes | (375,000) | (575,000) | |
Repayment of lease liabilities | (3,606) | (9,572) | |
Net cash from financing activities | 825,117 | 415,428 | |
Net increase/(decrease) in cash and cash equivalents | 176,554 | (50,610) | |
Cash and cash equivalents at the beginning of the financial year | 250,453 | 299,479 | |
Effects of exchange rate changes on cash and cash equivalents | 2,553 | 1,584 | |
Cash and cash equivalents at the end of the financial year | 9 | 429,560 | 250,453 |
The above statement of cash flows should be read in conjunction with the accompanying notes
Note 1. General information
The financial statements ending 30 June 2025 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:
Suite 6, 245 Churchill Avenue,
Subiaco WA 6008 Australia
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 September 2025. 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
The Group remained focused on Mozambique in 2025, investing in upgrades to its Temane facilities and training infrastructure. The Company is positioned to capitalise on new contract opportunities as major LNG projects by TotalEnergies and ExxonMobil resume, including the Temane development and the world-scale Cabo Delgado project.
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 expense for the year of $1,614,962 (30 June 2024: $876,911). At 2025 the Group had cash balance of
$429,560 (2024: $250,453) and a net operating cash outflow of $705,354 (30 June 2024: inflow of $258,885). At 30 June 2025 the Group has current liabilities of $1,578,103 (2024: $1,599,596) 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 over the next 12 months
Key shareholders have confirmed willingness to financially support the Group via a debt or equity event
A history of successfully completing capital raisings over preceding financial periods.
Should the entity not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements and that the financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the entity not continue as a going concern.
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.
Note 2. Material accounting policy information (continued)
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.
Reclassification and grouping of comparative figures
Certain income and expense items in the statement of profit or loss have been reclassified and grouped under broader categories in the current year to simplify the financial statements and enhance clarity. Comparative figures have been remapped to align with the current year's presentation. These changes in presentation do not affect the reported profit or net assets for either the current or prior year.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 25.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of RBR Group Limited ('Company' or 'parent entity') as at 30 June 2025 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.
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 2025. 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.
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. Operating segments
Identification of reportable operating segments
The Group is organised into two operating segments 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 | |||
Consolidated - 2025 | Asia-Pacific $ | Africa $ | Total $ |
Revenue Revenue | 1,724 | 946,629 | 948,353 |
Total revenue | 1,724 | 946,629 | 948,353 |
Profit/(loss) before income tax expense | (961,489) | (653,473) | (1,614,962) |
Loss before income tax expense | (961,489) | (653,473) | (1,614,962) |
Income tax expense | - | ||
Loss after income tax expense | (1,614,962) | ||
Assets Segment assets | 191,802 | 3,831,300 | 4,023,102 |
Total assets | 4,023,102 | ||
Liabilities Segment liabilities | 2,028,960 | 582,239 | 2,611,199 |
Total liabilities | 2,611,199 | ||
Note 4. Operating segments (continued) | |||
Consolidated - 2024 | Asia-Pacific $ | Africa $ | Total $ |
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 | ||
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 5. Revenue | ||
Consolidated | ||
2025 | 2024 | |
$ | $ | |
Revenue from business services | 16,095 | 47,647 |
Revenue from payroll services | 362,131 | 616,658 |
Revenue from training services | 12,804 | (3,392) |
Revenue from Projectos Dinamicos Lda | 554,942 | 6,933,618 |
Interest income | 2,381 | 18,003 |
948,353 | 7,612,534 |
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.
Note 6. Other administration | ||
Consolidated 2025 | 2024 | |
$ | $ | |
Insurance costs | 48,669 | 146,160 |
Staff costs | 109,385 | 117,672 |
Corporate costs | 266,715 | 192,512 |
Bad debt expense | 199,101 | - |
Other administration | 231,180 | 793,832 |
855,050 | 1,250,176 | |
Note 7. Income tax | ||
Consolidated 2025 | 2024 | |
Numerical reconciliation of income tax expense and tax at the statutory rate | $ | $ |
Loss before income tax expense | (1,614,962) | (876,911) |
Tax at the statutory tax rate of 25% | (403,741) | (219,228) |
Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Non-deductible expenses | 51,266 | 21,531 |
Overseas projects income and expenses | 123,181 | (38,840) |
Other allowable expenditure | (19,947) | (22,040) |
Deferred tax asset not brought to account | 249,241 | 258,577 |
Income tax expense | - | - |
Consolidated 2025 | 2024 | |
Tax losses not recognised | $ | $ |
Unused tax losses for which no deferred tax asset has been recognised | 24,380,513 | 23,425,442 |
Potential tax benefit @ 25% | 6,095,128 | 5,856,361 |
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
2025 $ | 2024 $ | |
Deferred tax assets not recognised | ||
Deferred tax assets not recognised comprises temporary differences attributable to: | ||
Provisions | 10,472 | (18,173) |
Blackhole expenditure | 15,844 | 23,749 |
Carry forward tax losses | 6,095,128 | 5,856,361 |
Total deferred tax assets not recognised 6,121,444 5,861,937
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
2025 $ | 2024 $ | |
Loss after income tax | (1,614,962) | (876,911) |
Non-controlling interest | 252,988 | (102,391) |
Loss after income tax attributable to the equity holders of RBR Group Limited | (1,361,974) | (979,302) |
2025 Number | 2024 Number |
Weighted average number of ordinary shares used in calculating basic earnings per share 2,389,312,869 1,623,213,404
Weighted average number of ordinary shares used in calculating diluted earnings per share 2,389,312,869 1,623,213,404
2025 Cents | 2024 Cents | |
Basic loss per share | (0.057) | (0.060) |
Diluted loss per share | (0.057) | (0.060) |
Non dilutive securities
As at balance date there were 587,500,000 unlisted options and no performance rights (2024: no unlisted options and 20,000,000 performance rights) which represent potential ordinary shares. These performance rights are not considered to be dilutive in the 30 June 2025 year as their inclusion reduces the loss per share.
Note 9. Cash and cash equivalents | ||
Consolidated | ||
2025 | 2024 | |
$ | $ | |
Current assets | ||
Cash on hand | 1,500 | 1,731 |
Cash at bank | 428,060 | 248,722 |
429,560 | 250,453 |
Note 10. Cash flow information | ||
Reconciliation of loss after income tax to net cash from/(used in) operating activities | ||
Consolidated 2025 | 2024 | |
Loss after income tax expense for the year | $ (1,614,962) | $ (876,911) |
Adjustments for: Depreciation and amortisation | 287,954 | 223,171 |
Impairment of property, plant and equipment | 913 | 117,789 |
Share based payments expense | 6,685 | 82,162 |
Foreign currency translation | (26,525) | (30,270) |
Insurance compensation recognised as investing cash flow | (233,289) | - |
Bad debt expense | 185,952 | - |
Change in operating assets and liabilities: Decrease in trade and other receivables | 581,775 | 790,853 |
Decrease in contract assets | - | 4,483,818 |
Decrease in prepayments | 11,258 | 1,018 |
Increase/(decrease) in trade and other payables | 95,365 | (714,722) |
Decrease in contract liabilities | - | (3,646,730) |
Decrease in provisions | (480) | (171,293) |
Net cash from/(used in) operating activities | (705,354) | 258,885 |
Note 11. Trade and other receivables | ||
Consolidated 2025 | 2024 | |
Current assets | $ | $ |
Trade Receivables | 1,045,175 | 734,218 |
Other receivables | 165,457 | 44,944 |
1,210,632 | 779,162 | |
Non-current assets Accrued revenue | - | 752,620 |
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. 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.
Note 12. Investment properties (continued) | ||
Consolidated 2025 | 2024 | |
Non-current assets | $ | $ |
Land and buildings - at cost | 981,863 | 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 | 938,453 | - |
Transfer from property, plant and equipment | 171,627 | 1,015,501 |
Depreciation expense | (138,826) | (72,543) |
Exchange translation | 10,609 | (4,505) |
Closing fair value | 981,863 | 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.
Note 13. Property, plant and equipment | ||
Consolidated | ||
2025 | 2024 | |
$ | $ | |
Non-current assets | ||
Plant and office equipment | 2,114,150 | 2,087,737 |
Less: Accumulated depreciation | (727,830) | (575,362) |
1,386,320 | 1,512,375 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated | Plant and equipment $ | Work-in- progress $ | Total $ |
Balance at 1 July 2023 | 2,130,028 | - | 2,130,028 |
Additions | 9,602 | 715,321 | 724,923 |
Exchange differences | 27,559 | - | 27,559 |
Impairment of assets | (117,357) | - | (117,357) |
Write off of assets | (95,971) | - | (95,971) |
Transfers to investment properties | (300,180) | (715,321) | (1,015,501) |
Depreciation expense | (141,306) | - | (141,306) |
Balance at 30 June 2024 | 1,512,375 | - | 1,512,375 |
Additions | 4,871 | 171,627 | 176,498 |
Depreciation expense | (146,019) | - | (146,019) |
Transfers to investment properties | - | (171,627) | (171,627) |
Exchange differences | 15,093 | - | 15,093 |
Balance at 30 June 2025 | 1,386,320 | - | 1,386,320 |
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 14. Trade and other payables
Consolidated
2025 2024
$ $
Current liabilities
Trade payables 830,307 603,917
Other creditors and accruals 248,996 113,459
1,079,303 717,376
Refer to note 22 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.
Note 15. Provisions | ||
Consolidated | ||
2025 | 2024 | |
$ | $ | |
Current liabilities | ||
Annual leave | 23,484 | 23,297 |
Income tax | (14,541) | (12,121) |
8,943 | 11,176 |
Consolidated
2025 $ | 2024 $ | |
Current liabilities PD partner loan | 20,387 | 20,163 |
Insurance funding | 18,709 | 21,533 |
39,096 | 41,696 | |
Non-current liabilities Loan | 33,096 | 32,732 |
Refer to note 22 for further information on financial risk management. | ||
Note 17. Convertible notes | ||
Consolidated 2025 | 2024 | |
Current liabilities | $ | $ |
Convertible note | 450,761 | 825,761 |
Non-current liabilities Convertible note | 1,000,000 | 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 | 1,825,761 | 1,400,761 |
Amount received during the year | - | 1,000,000 |
Amount repaid during the year | (375,000) | (575,000) |
Closing balance | 1,450,761 | 1,825,761 |
At 30 June 2025, the following convertible notes remain on issue: |
RBRCN1 Convertible Notes
During the year, 375,000 of the RBRCN1 Convertible Notes were repaid with 550,000 remaining. The Convertible Notes are unsecured with an interest rate of 11% per annum. 500,000 of the remaining RBRCN1 Convertible Notes matured on 30 June 2025. 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. On 21 July 2025, $100,000 repayment was made.
RBRCN2 Convertible Notes
As at 30 June 2025, 1,000,000 of the RBRCN2 Convertible Notes with a value of $1,000,000 remained outstanding. The Convertible Notes are unsecured with an interest rate of 10% per annum maturing on 21 September 2026.
Note 18. Contributed equity | |||
Ordinary shares | |||
2025 | Consolidated 2024 2025 | 2024 | |
Ordinary shares - fully paid | Shares 3,120,284,775 | Shares $ 1,634,404,661 26,536,057 | $ 25,293,326 |
