AI assistant
ALFABS AUSTRALIA LIMITED — Annual Report 2025
Sep 29, 2025
64274_rns_2025-09-29_58af1030-1e29-45f6-b997-4c54caf9d8de.pdf
Annual Report
Open in viewerOpens in your device viewer
Delivering today. Building for tomorrow. Annual Report 2025
Alfabs Australia Limited ACN 674 455 442
Alfabs has produced a strong FY25 result, delivering on our growth strategy.
Alfabs Australia Limited is a diversified industrial services and equipment business supporting the operational needs of Australia’s mining and infrastructure sectors. Through its integrated capabilities across fabrication, engineering, asset refurbishment and equipment hire, Alfabs plays a critical role in maintaining productivity and efficiency for some of the country’s most essential industries.
With a strong foundation built
over decades – originating in the 1950s, Alfabs has evolved to deliver end‑to‑end solutions, from heavy fabrication and blasting & coating to delivery, installation and on‑site remediation. The company’s vertically integrated model ensures quality, cost efficiency and scalability, enabling consistent service across mining operations and industrial projects.
Alfabs is positioned to deliver long‑term value through operational reliability, fleet expansion and targeted investment in people, plant and technical capability.
Disclaimer
This Report contains summary information about the activities and performance of Alfabs Australia Limited and its related bodies corporate for the period 1 July 2024 to 30 June 2025, unless otherwise stated. Any forward‑looking statements are based on Alfabs’ current expectations, best estimates and assumptions as at the date of preparation of this Report, some of which are beyond Alfabs’ control.
These forward‑looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, which may cause actual results to differ materially from those expressed in the Report. No representation or warranty is made regarding the accuracy, completeness or reliability of the forward‑looking statements or opinions contained in this Report, or the assumptions on which either is based.
Alfabs Australia Limited
Contents
==> picture [264 x 139] intentionally omitted <==
----- Start of picture text -----
|||
|---|---|
|FY25 Highlights|02|
|Progress Against Priorities|04|
|Letter from the Chairman & CEO|06|
|Engineering & Mining Division Updates|08|
|People & Community|10|
|Board & Senior Leadership Management|13|
|Directors’ Report|14|
|Financial Report|33|
|Corporate Directory|84|
----- End of picture text -----
Annual Report 2025
01
FY25 Highlights
We are committed to maintaining our reputation of providing superior quality products and services.
EBITDA $ 27.6m
NET PROFIT AFTER TAX $12.2m
39% ON FY24
76% ON FY24
EARNINGS PER SHARE
4.25¢
FY25
DIVIDENDS
3.20¢ FULLY FRANKED
Year on year movements quoted above are measured against adjusted FY24 results as outlined on page 15.
==> picture [208 x 842] intentionally omitted <==
----- Start of picture text -----
Annual Report 2025
----- End of picture text -----
Malabar contract
We generated our initial hire income from the refurbishment and delivery of three development sets to the Malabar underground coal mine this year. From FY26 we will see a full year of earnings from the contract, further adding to growth with minimal additional expenditure.
Inventory overhaul
Our inventory overhaul and capital expenditure program is continuing with additional pre‑overhaul assets acquired. By upgrading equipment requiring refurbishment and overhaul we cost‑effectively expand the hire fleet, which grows our income potential while maximising yields. We have finance facilities in place to support and expand this capital program.
Engineering projects
Projects during FY25 have included railway stations, bridges, tunnels, Western Sydney Airport surrounds and the Sydney Harbour Bridge Cycleway. Secured long running projects ensure baseline forward value can be estimated. The value of our current submitted tender and estimating book exceeds the value our current accumulated secured order book.
Expanding profit centres
Blasting & coating activities doubled in size with the order book for FY26 growing. Fire‑retardant stone‑dust bag (“bat bag”) orders expanded following increased legislative requirements. Alfabs is the market leader for this necessary consumable product in the underground coal mining industry.
Strengthened management capability
We have strengthened our management team through new appointments and upskilling. We have also added capabilities to the Board ready for the next phase of growth.
03
Progress Against Priorities
==> picture [341 x 216] intentionally omitted <==
==> picture [341 x 369] intentionally omitted <==
==> picture [63 x 63] intentionally omitted <==
New Contracts
Malabar contract
All Malabar contract assets delivered during FY25 are performing well with high utilisation levels leading to a positive impact on invoicing. The relationship remains strong with additional equipment and services supplied beyond the scope of the original major contract.
Engineering division
We continue to tender on and execute medium sized projects in the ordinary course of operations.
Asset Remediation
The establishment of this new division has also seen an increase in new contracts with a healthy orderbook in place for FY26.
Alfabs Australia Limited
04
==> picture [596 x 293] intentionally omitted <==
==> picture [64 x 63] intentionally omitted <==
==> picture [63 x 63] intentionally omitted <==
Major Mining Equipment Investment
Demand-led
Inbound demand for underground coal mining equipment remains strong.
Acquisition and overhaul
We acquired numerous underground coal mining hire assets across FY25 which are revenue‑generating, with a further planned $31 million capital investment program planned for FY26.
Finance in place
NAB finance facilities support planned overhauls through FY26 and beyond.
Acquisitions
Bolt-on acquisitions
We continue to explore opportunities for the acquisition of bolt‑on complementary businesses that add materially to our operations.
Asset acquisitions
We have been selectively and opportunistically acquiring complimentary hire fleet assets over the course of the year.
In-house investment
We have established new workshops through internal investment rather than external acquisition. The lower costs attached to establishment rather than acquisition has led to improved ROI.
Annual Report 2025
05
Letter from the Chairman & CEO
==> picture [105 x 110] intentionally omitted <==
==> picture [105 x 110] intentionally omitted <==
William P.R. Wavish Chairman
Matthew Torrance Chief Executive Officer
Dear Shareholder,
As we reflect on FY25, our first full year as an ASX‑listed company, our financial performance demonstrates the strength of our diversified business model and the quality of execution across our teams.
EBITDA
$ 27.6m
39%
NET PROFIT AFTER TAX
$ 12.2m
76%
EBITDA reached $27.6 million, up 39% year‑on‑year, reflecting both organic growth and the ongoing deployment of our strategic initiatives. Furthermore, net profit after tax surged 76% to $12.2 million, underlining the operational leverage inherent in our business model as we scale. We have proven that Alfabs possesses the operational discipline and market positioning to sustain growth in a competitive landscape. Importantly, the Board declared fully franked dividends totalling 3.2 cents per share reflecting our confidence in the business.
A major contributor to this profit uplift was the Malabar contract. Last year we reported that equipment was under construction for hire at the Malabar mine; this year, the delivery is complete, and the equipment is on‑site generating income. FY25 earnings reflected only part of a full year’s contribution. From FY26, we expect a full 12 months’ hire income, providing a natural uplift to revenue.
Our capital program and fleet expansion are central to our growth story. During FY25, we secured additional pre‑overhaul assets for refurbishment and redeployment, adding to the cumulative effect of an expanding fleet. To support this, we increased our facilities with NAB, giving us the financial flexibility to deliver on our FY26 capital program. This level of planned investment, approximating $31 million in FY26, positions us strongly for FY27, when the returns from this fleet expansion can be realised across the full 12 months.
Across our businesses, demand for both underground mining hire and engineering services remained robust. In mining, we expanded our workshops footprint, now
Year on year movements quoted above are measured against adjusted FY24 results as outlined on page 15.
Alfabs Australia Limited
06
“ We have continued to bolster management capability and invested in training and upskilling across all key areas. ”
==> picture [276 x 233] intentionally omitted <==
operating seven sites, including two new workshops in the Hunter Valley (Newcastle). In engineering, we delivered significant infrastructure projects, including bridges, tunnels, railway stations, and work on the Sydney Harbour Bridge cycleway.
We have also invested in building new profit centres. Our Asset Remediation division has already doubled the scale of our blasting and coating activities, with a strong order book heading into FY26. Similarly, our market‑leading stone‑dust “bat bag” business grew on the back of strengthened legislative requirements.
Importantly, this growth has been underpinned by our people. We have continued to bolster management capability and invested in training and upskilling across all key areas. Our workforce of over 200 individuals represents our most valuable asset. Their expertise enables us to solve complex problems for our clients while maintaining the safety and quality standards that define our reputation in the industry.
During the year, there were some important changes to the composition of our Board. In January, we welcomed Mrs Aimee Travis as an
independent Non‑Executive Director. Aimee is a highly experienced commercial lawyer with more than 20 years’ experience in resources, finance, infrastructure and property transactions. She brings extensive legal, governance, and commercial expertise to Alfabs and has assumed the roles of both the Chair of the Remuneration Committee and Chair of the Audit and Risk Committee.
After the end of the financial year, Mr Robert Neale stepped down from the Board. Rob played an important role in guiding Alfabs through its IPO and his insight and governance experience were invaluable during this period. On behalf of the Board we thank him sincerely for his contribution and wish him the very best for the future.
Looking ahead, while the underground coal sector faces commodity price pressures and production challenges in some regions, we continue to see significant Mining related opportunity. Our Engineering tender pipeline exceeds the value of current secured work. The scale of our operations, combined with disciplined capital allocation, positions us to navigate industry cycles and capture long‑term growth.
As we mature as a public company, we continue to evaluate our governance structures and seek to maintain the right mix of skills and experience in line with our growth ambitions and stakeholder expectations.
On behalf of the Board and management team, we thank our shareholders for their continued confidence in our strategy and execution. We look forward to delivering again for you in FY26.
==> picture [104 x 32] intentionally omitted <==
William P.R. Wavish Chairman
==> picture [104 x 22] intentionally omitted <==
Matthew Torrance Managing Director and Chief Executive Officer
Annual Report 2025
07
Engineering & Mining Division Updates
Engineering
==> picture [55 x 54] intentionally omitted <==
Revenue-generating projects
Projects have included railway station infrastructure, bridges, tunnel support, Western Sydney Airport related infrastructure and Sydney Harbour Bridge Cycleway works.
==> picture [55 x 55] intentionally omitted <==
Forward-book
The tender and estimating pipeline remains steady, however upstream factors impacting the timing of Tier One project commencements remains a challenge.
==> picture [55 x 54] intentionally omitted <==
New division – Asset Remediation:
Established in H2FY25, the new Asset Remediation division is currently undertaking large Sydney‑based rail infrastructure works for Tier One clientele.
==> picture [55 x 54] intentionally omitted <==
New office – Parramatta
The opening of a new project office increases visibility in the Western Sydney market and helps facilitate recruitment for ongoing local project works.
Alfabs Australia Limited
08
==> picture [57 x 842] intentionally omitted <==
Mining
Malabar
==> picture [55 x 55] intentionally omitted <==
A large focus was on the successful delivery of the Malabar assets in FY25, with all now deployed and revenue generating.
Workshops
==> picture [55 x 55] intentionally omitted <==
Two new workshops added during FY25 – Kurri Kurri Diesel and Kurri Kurri Electrical – providing in‑house capability for our capex and overhaul program.
Ongoing opportunities
==> picture [55 x 55] intentionally omitted <==
Fire‑retardant stone‑dust bag (“bat bag”) sales have increased on prior year due to regulatory tailwinds, and we continue to explore opportunities to grow our footprint in Queensland.
Significant capex and asset overhaul program
==> picture [55 x 55] intentionally omitted <==
Planned and financed for FY26 which will see the overhaul and introduction of numerous additional underground hire assets into the fleet.
Management team expansion
==> picture [55 x 55] intentionally omitted <==
Grows our in‑house capability, industry relationships and technical expertise and we look forward to leveraging each of these areas moving forward.
Annual Report 2025
People & Community
People
==> picture [149 x 149] intentionally omitted <==
At Alfabs, our people are at the heart of everything we do. The safety, development and wellbeing of our workforce underpin our long‑term success and define the way we operate across all our business units. We are proud to provide a safe, inclusive and supportive workplace where individuals can grow, develop new skills, and contribute to our collective achievements.
Safety
Alfabs has a core focus on safety. Alfabs is certified to the ISO 45001 OH&S Management Systems International Standard. The implementation of the Zero Harm campaign has assisted in the Alfabs forging a healthy safety record across all business units.
Training and development
We are committed to the ongoing development and growth of our workforce, with a strong focus on nurturing local talent. Each year, we run an annual intake of
apprentices across various trades, investing in the next generation of skilled workers.
Inclusion and diversity
Alfabs is a proud multicultural employer who recognises the value inherent in a diverse workforce and is committed to the maintenance and promotion of workplace diversity and opportunity. We are proud to have already met our previously communicated medium term goal of adding female representation to the Board. For the broader workforce we continue to aim to maintain existing percentage of women in the workforce.
8.4%
FEMALE
91.6%
MEN
==> picture [10 x 6] intentionally omitted <==
----- Start of picture text -----
10
----- End of picture text -----
==> picture [229 x 213] intentionally omitted <==
----- Start of picture text -----
Alfabs Australia Limited
----- End of picture text -----
==> picture [514 x 244] intentionally omitted <==
Community
As a business deeply connected to regional Australia, we recognise our responsibility to give back to the communities that support us. Alfabs has a long tradition of community engagement through sponsorships, donations, and education initiatives. These initiatives reflect our values and ensure we remain a trusted partner in the communities where we operate.
==> picture [43 x 221] intentionally omitted <==
==> picture [71 x 62] intentionally omitted <==
Donations
We run a donation program as part of the employee onboarding process whereby employees can opt to donate through salary contributions, to involve our team in giving back to the community.
==> picture [54 x 53] intentionally omitted <==
Sponsorships
We are committed to ongoing sponsorships that align to our values. Every year, we are major sponsors of the Westpac Rescue Helicopter and support local initiatives like the Mind Matters Ball, which focuses on mental health as well as various local sporting teams.
==> picture [63 x 60] intentionally omitted <==
Schools and youth programs
A meaningful initiative for us is the support of the Clontarf Foundation program, at Kurri Kurri High School, which supports Aboriginal schoolboys through development, progression, and mentoring. This further reflects our commitment to the local community.
Annual Report 2025
11
People & Community (continued)
Environmental, Social and Governance (ESG) Reporting
Alfabs is certified to the International Standard ISO 14001 for Environmental Management Systems and we ask our workers and contractors to comply with this policy.
During the year, Alfabs commenced a structured approach to understanding its ESG risks, opportunities, and reporting obligations. Engagement has begun with advisers and internal stakeholders to help shape our pathway. We expect key themes will include:
Health and safety leadership
Community and workforce development
Continuing to protect our people and contractors across mining, engineering, and workshop operations.
Sustaining our long history of supporting local communities, apprenticeships and regional employment.
Energy use and emissions
Recognising the importance of monitoring and improving energy efficiency across our facilities and fleet.
Regulatory and climate risk
Preparing for evolving disclosure requirements and potential operational impacts from industry and climate‑related change.
We are still early in our sustainability journey and we will continue to strengthen our stakeholder engagement to ensure our ESG strategy reflects both shareholder expectations and community values.
==> picture [435 x 280] intentionally omitted <==
----- Start of picture text -----
12
----- End of picture text -----
Alfabs Australia Limited
Board & Senior Leadership Management
==> picture [105 x 110] intentionally omitted <==
William P.R. Wavish Chairman
==> picture [105 x 110] intentionally omitted <==
Matthew Torrance Chief Executive Officer
==> picture [105 x 110] intentionally omitted <==
Mark Harrison Finance Director and Chief Financial Officer
==> picture [104 x 110] intentionally omitted <==
Aimee Travis Non‑Executive Director (appointed 24 January 2025)
==> picture [540 x 335] intentionally omitted <==
Top row: Chad Gordon Manager (Transport and Logistics), Henry Thompson General Manager (Engineering), Kirby Fenwick Manager (HR Coordinator), Tim Hilleard General Manager (Mining), Mark Jones Operations Manager (Protective Coatings)
Bottom row: Clayton Freeman Group Financial Controller & Company Secretary, Matthew Torrance Chief Executive Officer, Mark Harrison Chief Financial Officer
==> picture [42 x 39] intentionally omitted <==
Annual Report 2025
13
Directors’ Report
30 June 2025
The Directors present their report, together with the financial statements, comprising Alfabs Australia Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and its subsidiaries (together referred to hereafter as the ‘Group’) for the year ended 30 June 2025.
Directors
The following persons were Directors of Alfabs Australia Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:
| William Wavish | Non-Executive Chairman |
|---|---|
| Matthew Torrance | Managing Director and Chief Executive Officer |
| Mark Harrison | Finance Director and Chief Financial Officer |
| Aimee Travis | Non-Executive Director (appointed 24 January 2025) |
| Robert Neale | Non-Executive Deputy Chairman (resigned 14 July 2025) |
Principal activities
During the financial year the principal continuing activities of the Group consisted of Mining and Engineering related services.
The Mining division primarily sells to national and internationally owned black coal mines in Australia.
-
Equipment hire: Providing equipment hire to operators in the underground black coal mining industry in Australia.
-
Mining consumables: Supplying mining consumables and spare parts to mining operators.
-
Workshop capability: Providing repair, maintenance, overhaul and construction of underground mining equipment.
The Engineering division primarily sells to Tier 1 and Tier 2 contractors for public and private infrastructure projects.
-
Engineering Fabrication: Fabrication of heavy structural steel for public and private infrastructure projects in Australia.
-
Engineering Services: Site based installation and pre-assembly works supporting the fabrication business unit.
Other ancillary activities include:
-
Protective Coatings: Provides abrasive blasting and protective coatings for clients and internal projects.
-
Forklift and Access: Hire of forklifts, elevated work platforms (EWPs) and materials handling equipment. Externally hired equipment was sold off during the year and, while small, this division will support internal equipment usage only going forward.
-
Logistics: Australia wide transport and logistics services.
-
Labour Hire: Provision of personnel for engineering and site-based maintenance and upgrade projects.
Alfabs Australia Limited
14
Directors’ Report continued
Dividends
Dividends paid during the financial year were as follows:
==> picture [484 x 126] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Interim dividend for the year ended 30 June 2025 of 1.5 cents per ordinary share 4,298,820 –
Dividends paid to the shareholders of Alfabs Mining Equipment Pty Ltd – 8,600,000
Dividends paid to the shareholders of Alfabs Protective Coatings Pty Ltd – 260,000
Dividends paid to the shareholders of Alfabs Services Pty Ltd – 530,000
Dividends paid to the shareholders of Alfabs Labour Hire Pty Ltd – 300,000
4,298,820 9,690,000
----- End of picture text -----
The dividend payments in the 2024 financial year occurred prior to the capital reorganisation transaction.
Operating and Financial Review
The Board is pleased to announce another consecutive year of growth following our recent ASX listing in June 2024.
The profit for the Group after providing for income tax and non-controlling interest amounted to $12,170,448 (30 June 2024: $3,553,543).
Adjusted EBITDA of $27,576,679 exceeded last year’s result by over 39%.
Adjusted net profit after tax of $12,170,448 exceeded last year’s adjusted net profit after tax of $6,900,093 result by 76%.
Reconciliation of profit before income tax to EBIT, EBITDA and Adjusted EBITDA (unaudited), and reconciliation of statutory Net Profit After Tax (NPAT) to Adjusted NPAT (unaudited):
==> picture [484 x 233] intentionally omitted <==
----- Start of picture text -----
2025 2024
$ $
Profit before tax 17,685,577 9,637,746
Interest revenue (164,972) (165,801)
Finance costs 916,412 1,338,339
EBIT 18,437,017 10,810,284
Depreciation and amortisation 9,139,662 7,736,679
EBITDA 27,576,679 18,546,963
–
Transaction costs in connection with the IPO and towards preparation of the IPO 1,229,723
Adjusted EBITDA 27,576,679 19,776,686
Statutory NPAT 12,170,448 3,664,404
Transaction costs in connection with the IPO and towards preparation of the IPO,
net of tax – 860,806
–
Income tax on capital gain on capital reorganisation in connection with the IPO 2,374,883
Adjusted NPAT 12,170,448 6,900,093
----- End of picture text -----
Annual Report 2025
15
Directors’ Report continued
EBIT, EBITDA, Adjusted EBITDA, and Adjusted NPAT are non-IFRS earnings measures which do not have any standardised meaning prescribed by IFRS and therefore may not be comparable to EBITA, EBITDA, and Adjusted NPAT presented by other companies. These measures, which are unaudited, are important to management as an additional way to evaluate the Group’s performance. Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on the quality of earnings because of isolated or non-recurring events. Adjusted NPAT excludes the after tax effect of Adjusted EBITDA normalisations and the income tax on the capital gain on the capital reorganisation.
Net assets increased by $8,122,802 while property, plant and equipment increased by a further $22,072,224, net of depreciation.
The Group continues to maintain a strong focus on working capital management.
FY2025 saw both major operating segments experience significant profitability growth in both EBITDA and NPBT. Pleasingly all Malabar assets have now been delivered and having this project in place for all of FY2026 is expected to drive further period on period growth within the Mining segment.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
On 25 August 2025, the Board approved the payment of a dividend of 1.7 cents per share with a record date of 16 September 2025.
On 3 July 2025:
-
(a) Richard Hughes and Timothy Heenan of Deloitte SRT Pty Ltd were appointed as Voluntary Administrators of Dartbrook Commercial Pty Ltd ACN 665 337 413 (Dartbrook Commercial) (among other Dartbrook entities); and
-
(b) Ben Campbell and David McGrath of FTI Consulting (Australia) Pty Limited were appointed as Receivers and Managers to certain assets of Dartbrook Commercial.
As at 30 June 2025, $1,053,942.24 was owing to Alfabs by Dartbrook Commercial, which amount is included in the trade receivables (Dartbrook Debt). Alfabs hold a parent company guarantee from Australian Pacific Coal Limited (ASX:AQC), which guarantees payment of the Dartbrook Debt.
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
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.
Material business risks
The Group acknowledges a range of risks that exist across the operations. It is committed to building a strong risk management culture to ensure the Group continues to deliver on its vision and strategy. This includes the development and management of risk management procedures into strategic plans and budgets, and regular reporting on the status of key risks to relevant committees and the Board.
Alfabs Australia Limited
16
Directors’ Report continued
| Competition | The markets in which the Group operates are competitive and there can be no |
|---|---|
| assurances that the competitive environment will not change adversely due to | |
| actions of government regulations, competitors or changes in customer preferences. | |
| The Group’s financial performance or operating margins could be adversely affected | |
| if the actions of competitors or potential competitors become more effective, or if | |
| new competitors enter the market and the Group is unable to counter these actions. | |
| Reliance on | The Group relies on the experience and knowledge of its management team. |
| key personnel | The Group is also dependent on its ability to recruit and retain suitably qualified |
| personnel. In the event that such key personnel left the Group and it was unable | |
| to recruit suitable replacements, such loss could have a materially adverse effect | |
| on the Group. | |
| Labour and | The Group’s businesses require the availability of skilled and qualified labour. |
| labour shortages | The inability to attract and retain skilled and experienced workers in sufficient numbers |
| could materially adversely affect the Group’s earnings, profitability and growth. | |
| Reliance on key | The Group relies on various key customer and supplier relationships in certain parts |
| supply relationships | of its business. The loss or impairment of any of these relationships could have a |
| and supply chain | material adverse effect on the Group’s results and operations, financial condition |
| and prospects, at least until alternative arrangements can be implemented. In some | |
| instances, however, alternative arrangements may not be available or may be less | |
| financially advantageous than the current arrangements. The Group can be susceptible | |
| to volatility in the domestic and global supply chain. This can include product | |
| delivery delays or unavailability, together with material price impacts (including | |
| foreign exchange risk). | |
| Equipment hire fleet | An important element of the business is an ability to assess and identify hire |
| and product selection | equipment and products that appeal to the Group’s target markets or reflect |
| emerging trends, innovations and requirements of the market (such as technological | |
| advancements). Any misjudgements in costs, demand, operator or hirer requirements | |
| or changes in customer preferences could result in reduced business revenue, | |
| increased costs and/or lower gross margins. In addition, problems with existing | |
| or future fleet or products could have a material adverse impact on the Group’s | |
| financial performance. | |
| Downturn in resources | If there is: |
| or infrastructure industry |
•a loss of contracts or service supply with the Group’s clients, including the Malabar Contract; |
| •an insolvency event or similar in respect of one or more of these clients; | |
| •a reduction in the level of spending on private or public infrastructure projects; | |
| •a downturn in the resources industry; or | |
| •a decrease in demand for the Group’s products or services, it could have a | |
| significant negative effect on the Group’s business, financial position and prospects. | |
| Occupational health, | The Group’s operations involve the servicing and manufacturing of underground |
| safety and environment | mining equipment the fabrication and site related installation, shutdown and |
| maintenance activities, industrial blasting and painting and heavy transport and | |
| logistics. The Group has a strong commitment to providing and maintain safe places | |
| of work and compliance with environmental regulation. Changes in legislation, | |
| regulation and market best practice may result in increased costs, significant | |
| liabilities and the suspension of operations. Industrial accidents and incidents may | |
| occur. Such accidents, particularly where a fatality or serious injury occurs, or a | |
| series of such accidents occurs, may have operational and financial implications | |
| for the Group which may negatively impact on the financial performance and | |
| growth prospects. |
Annual Report 2025
17
Directors’ Report continued
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on Directors
| Name: | William Wavish (since 29 May 2024) |
|---|---|
| Title: | Non-Executive Chairman |
| Qualifications: | CA(ANZ), ACMANZ, ACIS, ANZIM (all retired) |
| Experience | Bill was CFO and Finance Director at Woolworths. Under his leadership, |
| and expertise: | Woolworths quintupled its profits, positioning the company among the top 10 of |
| Fortune 500 companies worldwide for return on investment. With notable roles at | |
| Myer, and Campbells Soup Asia as well, he brings extensive experience and expertise | |
| to Alfabs. As Executive Chairman of Myer, he successfully led a profitable three-year | |
| turnaround, resulting in significant financial gains. From his roles as the Chief | |
| Operations Manager at Industrial Equity Ltd to the CEO and Managing Director | |
| at Chase Corporation, Bill has consistently delivered exceptional financial results | |
| and successfully managed complex operations. Bill has made a significant impact | |
| in indigenous support through his role as the Founder and Patron of the National | |
| Indigenous Culinary Institute (NICI) and his involvement with the Clontarf Foundation. | |
| Other | None |
| current directorships: | |
| Former directorships | None |
| (last three years): | |
| Special | Chairman |
| responsibilities: | Member of the Audit and Risk Management Committee |
| Member of the Nomination Committee | |
| Member of the Remuneration Committee | |
| Interests in shares: | 10,000,000 |
| Interests in options: | 4,000,000 |
| Name: | Matthew Torrance (since 24 January 2024) |
| Title: | Managing Director and Chief Executive Officer |
| Qualifications: | None |
| Experience | Matt’s career journey is marked by a series of significant milestones and achievements |
| and expertise: | with over 30 years of experience as he continues the Torrance family legacy. |
| Beginning his career as an apprentice boilermaker at Alfabs in the 80’s, Matt quickly | |
| progressed to roles such as Workshop Supervisor, Estimator, and Workshop & Site | |
| Manager. His leadership skills and expertise led him to the position of GM in 2000. | |
| In 2010, Matt assumed the role of CEO. Throughout his career, Matt pioneered the | |
| establishment of Alfabs’ Mining and Protective Coatings divisions and the acquisition | |
| in 2015 of Minepro (NSW) Pty Ltd and LFP Mining in 2020. | |
| Other | None |
| current directorships: | |
| Former directorships | None |
| (last three years): | |
| Special | Managing Director and Chief Executive Officer |
| responsibilities: | Member of the Remuneration Committee |
| Interests in shares: | 4,267,000 |
| Interests in options: | 3,500,000 |
Alfabs Australia Limited
18
Directors’ Report continued
| Name: | Mark Harrison (since 24 January 2024) |
|---|---|
| Title: | Finance Director and Chief Financial Officer |
| Qualifications: | BCom, CA |
| Experience | Mark, a Chartered Accountant, possesses a versatile financial and commercial skillset |
| and expertise: | gained through his experience within a prominent accounting firm and various |
| private entities. Additionally, he has gained valuable experience in both commercial | |
| and operational roles within the heavy transport and logistics industry. Mark has | |
| previously served as a director on not-for-profit boards in the Newcastle region | |
| and Hunter Valley. | |
| Other | None |
| current directorships: | |
| Former directorships | None |
| (last three years): | |
| Special | Finance Director and Chief Financial Officer |
| responsibilities: | Member of the Audit and Risk Management Committee |
| Member of the Nomination Committee | |
| Interests in shares: | 1,530,000 |
| Interests in options: | 2,500,000 |
| Name: | Aimee Travis (appointed 24 January 2025) |
| Title: | Non-Executive Director |
| Qualifications: | LLB, BCom |
| Experience | Aimee is a practicing commercial lawyer with over 20 years’ experience in national |
| and expertise: | and international roles. She has extensive experience in resource deals, finance, |
| infrastructure and property transactions as well as advising a range of listed and | |
| unlisted clients in the mining, steel and manufacturing industries. Aimee holds | |
| a Bachelor of Laws and Bachelor of Commerce, has held company secretarial | |
| roles for listed and non-listed entities and is director of a number of local and | |
| international charities. | |
| Other | None |
| current directorships: | |
| Former directorships | None |
| (last three years): | |
| Special | Chair of the Remuneration Committee (from 24 January 2025) |
| responsibilities: | Chair of the Audit and Risk Management Committee (from 25 July 2025) |
| Member of the Nomination Committee (from 24 January 2025) | |
| Interests in shares: | 1,334,000 |
| Interests in options: | 2,000,000 |
Annual Report 2025
19
Directors’ Report continued
| Name: | Robert Neale (appointed 29 May 2024, resigned 14 July 2025) |
|---|---|
| Title: | Non-Executive Director |
| Qualifications: | B Science (First Class Honours in Geology & Mineralogy) |
| Experience | Rob is an accomplished business leader with extensive experience as a director |
| and expertise: | and executive in the resources sector. As the former MD and CEO of New Hope |
| Corporation, he has a proven track record in operational and development roles. | |
| Rob served as Chairman of Nickel Industries Ltd (2018-2023) and has served | |
| as Chairman and Non-Executive Director for various organisations, inc. WestSide | |
| Corporation & Northern Energy Corporation as well as Director for Planet Gas | |
| and Bridgeport Energy. Rob was President of the Queensland Resources Council | |
| and Chairman of the Australian Coal Association Research Program. | |
| Other | None |
| current directorships: | |
| Former directorships | Non-Executive Chairman – Nickel Industries Ltd (16 April 2018-31 December 2023) |
| (last three years): | |
| Special | Deputy Chairman |
| responsibilities: | Chair of the Audit and Risk Management Committee |
| Chair of the Nomination Committee | |
| Member of the Remuneration Committee | |
| Interests in shares: | 2,000,000* |
| Interests in options: | Nil* |
‘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 three years)’ quoted above are directorships held in the last three years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
- Interest at date of resignation.
Alfabs Australia Limited
20
Directors’ Report continued
Company secretary
Clayton Freeman (B Com) has over 16 years of experience as a Chartered Accountant. Clayton has responsibility for all financial operations, treasury and company secretarial roles of the Group.
Meetings of Directors
The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 30 June 2025, and the number of meetings attended by each Director were:
| Full Board | Full Board | Nomination Committee | Remuneration Committee | Remuneration Committee | ||
|---|---|---|---|---|---|---|
| Attended | Held | Attended Held |
Attended | Held | ||
| William Wavish | 11 | 11 | 1 | 1 | 2 | 2 |
| Robert Neale | 11 | 11 | 1 | 1 | 2 | 2 |
| Matthew Torrance | 11 | 10 | – | – | 2 | 2 |
| Mark Harrison | 11 | 11 | 1 | 1 | – | – |
| Aimee Travis* | 6 | 6 | – | – | 1 | 1 |
| Audit and | ||
|---|---|---|
| Risk Committee | ||
| Attended Held |
||
| William Wavish | 4 | 4 |
| Robert Neale | 4 | 4 |
| Matthew Torrance | – | – |
| Mark Harrison | 4 | 4 |
| Aimee Travis* | 2 | 2 |
- Appointed a Director on 24 January 2025.
Annual Report 2025
21
Directors’ Report continued
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 information
-
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors (‘the Board’) ensures that executive reward satisfies the following key criteria for good reward governance practices:
-
competitiveness and reasonableness;
-
acceptability to shareholders;
-
performance linkage/alignment of executive compensation; and
-
transparency.
The Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its Directors and executives. The performance of the Group depends on the quality of its Directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
The Remuneration Committee has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Group.
The reward framework is designed to align executive reward to shareholders’ interests. The Board have considered that it should seek to enhance shareholders’ interests by:
-
having profitability as a core component of plan design;
-
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and
-
attracting and retaining high calibre executives.
Additionally, the reward framework should seek to enhance executives’ interests by:
-
rewarding capability and experience;
-
reflecting competitive reward for contribution to growth in shareholder wealth; and
-
providing a clear structure for earning rewards.
In accordance with best practice corporate governance, the structure of non-executive Director and executive Director remuneration is separate.
Alfabs Australia Limited
22
Directors’ Report continued
Non-executive Directors remuneration
Fees and payments to Non-Executive Directors reflect the demands and responsibilities of their role. Non-Executive Directors’ fees and payments will be reviewed annually by the Remuneration Committee. The Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure Non-Executive Directors’ fees and payments are appropriate and in line with the market. The initial remuneration of incoming Non-Executive Directors is typically aligned with that of existing Non-Executive Directors.
ASX listing rules require the aggregate Non-Executive Directors’ remuneration be determined at a general meeting of the Company and this is currently set at $600,000 per annum.
Executive remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
-
base pay and non-monetary benefits;
-
short-term performance incentives;
-
share-based payments; and
-
other remuneration such as superannuation and long service leave.
The combination of these comprises the executive’s total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Remuneration Committee based on individual and business unit performance, the overall performance of the Group and comparable market remunerations.
The long-term incentives (‘LTI’) include long service leave and share-based payments. The Group has implemented an employee share option plan (ESOP) to assist in attracting, motivating and retaining management and employees. The aggregate pool of interests under the ESOP is limited to an interest in 11,000,000 shares. As part of the arrangements leading up to the IPO of Alfabs Australia Limited all KMP members (including the Non-Executive Directors at the time of listing) received an award of unlisted options. The Managing Director and the Finance Director were granted 3,500,000 and 2,500,000 options, respectively, under the ESOP. The options have an exercise price of 30 cents and are only subject to time-based service conditions. During the year 1,000,000 options previously granted to senior employees lapsed due to not meeting time-based service conditions. The aggregate pool of interests in shares under the ESOP as at 30 June 2025 was 10,000,000.
Consolidated entity performance and link to remuneration
Historically the Group has engaged executives under fixed remuneration arrangements, other than in respect of the Board having the right to approve special performance based discretionary bonuses. The Directors continue to develop short-term incentive plans based on performance targets for executives and expect these to be implemented in 2026. Refer to the section ‘Additional information’ below for details of the earnings and total shareholders return for the last three years.
Use of remuneration consultants
The Group did not engage remuneration consultants to prepare a formal remuneration report during the financial year ended 30 June 2025.
Voting and comments made at the Company’s 22 November 2024 Annual General Meeting (‘AGM’)
At the 22 November 2024 AGM, 98.29% 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.
Annual Report 2025
23
Directors’ Report continued
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following Directors of Alfabs Australia Limited:
==> picture [484 x 318] intentionally omitted <==
----- Start of picture text -----
Name Position
William Wavish Chairman (from 29 May 2024)
Robert Neale Director (from 29 May 2024)
Matthew Torrance Managing Director and Chief Executive Officer
Mark Harrison Finance Director and Chief Financial Officer
Aimee Travis Director (from 24 January 2025)
Robert Neale resigned on 14 July 2025.
Post-
employ- Long- Share-
ment term based
Short-term benefits benefits benefits payments
Cash Non-cash Long
salary Cash and Super- service Equity-
and fees bonus other [(2)] annuation leave settled Total
2025 $ $ $ $ $ $ $
Non-Executive Directors:
William Wavish 200,000 – – – – 47,981 247,981
Robert Neale 150,000 – – – – (394) 149,606
Aimee Travis [(1)] 65,726 – – – – – 65,726
Executive Directors:
Matthew Torrance 459,069 – (26,073) 52,968 8,919 41,984 536,867
Mark Harrison 305,280 – (2,396) 35,104 5,946 29,988 373,922
1,180,075 – (28,469) 88,072 14,865 119,559 1,374,102
----- End of picture text -----
(1) Aimee Travis was appointed on 24 January 2025.
(2) Non-cash and other short-term benefits include the value of any fringe benefits and the movement in the annual leave provision.
Alfabs Australia Limited
24
Directors’ Report continued
| Post- | |||||||
|---|---|---|---|---|---|---|---|
| employ- | Long- | Share- | |||||
| ment | term | based | |||||
| Short-term benefits | benefits | benefits | payments | ||||
| 2024 Non-Executive Directors: |
Cash salary and fees $ |
Cash bonus $ |
Non-cash and other(4) $ |
Super- annuation $ |
Long service leave $ |
Equity- settled $ |
Total $ |
| William Wavish(1) | 206,669 | – | – | – | – | 789 | 207,458 |
| Robert Neale | 13,562 | – | – | – | – | 394 | 13,956 |
| Executive Directors: | |||||||
| Matthew Torrance(1) | 445,192 | – | 176,022 | 43,471 | 90,983 | 1,035 | 756,703 |
| Mark Harrison(1)(3) | 301,791 | 70,000 | 14,971 | 30,342 | 32,506 | 739 | 450,349 |
| Paul Torrance(1)(2) | 18,400 | – | – | – | – | – | 18,400 |
| 985,614 | 70,000 | 190,993 | 73,813 | 123,489 | 2,957 | 1,446,866 |
(1) The remuneration disclosed includes amounts paid prior to the incorporation of Alfabs Australia Limited on 24 January 2024.
(2) Paul Torrance resigned on 29 May 2024.
- (3) The bonus paid to Mark Harrison was a discretionary bonus.
(4) Non-cash and other short-term benefits include the value of any fringe benefits and the movement in the annual leave provision.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
==> picture [484 x 161] intentionally omitted <==
----- Start of picture text -----
Fixed remuneration At risk – STI At risk – LTI
Name 2025 2024 2025 2024 2025 2024
Non-Executive Directors:
William Wavish 81% 100% – – 19% –
Robert Neale 100% 100% – – – –
Aimee Travis 100% – – – – –
Executive Directors:
Matthew Torrance 92% 100% – – 8% –
Mark Harrison 92% 84% – 16% 8% –
Other Key Management Personnel:
Paul Torrance – 100% – – – –
----- End of picture text -----
Annual Report 2025
25
Directors’ Report continued
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: | Matthew Torrance |
|---|---|
| Title: | Managing Director and Chief Executive Officer |
| Agreement commenced: | 1 July 2023 |
| Term of agreement: | Ongoing |
| Details: | Fixed annual base salary of $450,000 plus the minimum superannuation contribution |
| guarantee. Matthew is also entitled to a motor vehicle for business purposes and | |
| reasonable personal use and a mobile phone. Either the employer or the employee | |
| can terminate Matthew’s employment by giving 12 months’ written notice. The employer | |
| may make payment in lieu of notice. | |
| Name: | Mark Harrison |
| Title: | Finance Director and Chief Financial Officer |
| Agreement commenced: | 1 July 2023 |
| Term of agreement: | Ongoing |
| Details: | Fixed annual base salary of $300,000 plus the minimum superannuation contribution |
| guarantee. Mark is also entitled to a motor vehicle for business purposes and | |
| reasonable personal use, a laptop and a mobile phone. Either the employer or the | |
| employee can terminate Mark’s employment by giving 12 months’ written notice. | |
| The employer may make payment in lieu of notice. |
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
During the year ended 30 June 2024, as part of the arrangements leading up to the IPO of Alfabs Australia Limited all KMP members (including the Non-Executive Directors) received an award of unlisted options, which were “out of the money” compared with the IPO price of 25 cents per share. The options are only subject to time-based
service conditions. The options vest as set out in the following table:
| Name | Number of options granted |
Grant date | Vesting date and exercisable date |
Expiry date | Exercise price |
Fair value per option at grant date |
|---|---|---|---|---|---|---|
| William Wavish | 4,000,000 | 24/06/2024 | 24/05/2027 | 24/05/2028 | $0.3000 | $0.035 |
| Robert Neale* | 2,000,000 | 24/06/2024 | 24/05/2027 | 24/05/2028 | $0.3000 | $0.035 |
| Matthew Torrance | 3,500,000 | 20/06/2024 | 20/05/2027 | 20/05/2028 | $0.3000 | $0.035 |
| Mark Harrison | 2,500,000 | 20/06/2024 | 20/05/2027 | 20/05/2028 | $0.3000 | $0.035 |
| Aimee Travis** | 2,000,000 | 24/06/2024 | 24/05/2027 | 24/05/2028 | $0.3000 | $0.035 |
- The 2,000,000 options granted to Robert Neale lapsed on 14 July 2025 following his resignation.
** Aimee Travis was appointed non-executive director on 14 January 2025. The options listed above were issued to Travis Partners Law Pty Ltd, of which Aimee is a Director, under the Adviser Option Plan in their capacity as Legal Advisor.
Options granted carry no dividend or voting rights.
Alfabs Australia Limited
26
Directors’ Report continued
Additional information
The earnings of the Group for the three years to 30 June 2025 are summarised below:
==> picture [484 x 154] intentionally omitted <==
----- Start of picture text -----
2025 2024 2023
$ $ $
Sales revenue 95,498,020 96,447,672 84,422,246
EBITDA 27,576,679 18,546,963 14,293,665
EBIT 18,437,017 10,810,284 7,837,225
Profit after income tax 12,170,448 3,664,404 4,816,613
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
2025 2024 2023
Share price at financial year end (cents) 36.50 25.00 –
Basic earnings per share (cents per share) 4.25 2.15 2.98
----- End of picture text -----*
- The Company’s shares first traded on the ASX on 28 June 2024 after the successful completion of its IPO. Accordingly, no share price information has been provided prior to the 2024 financial year.
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:
==> picture [483 x 38] intentionally omitted <==
----- Start of picture text -----
Balance at Shares held Balance at
the start of at date of Disposals/ the end of
the year appointment Additions other the year
----- End of picture text -----
| Ordinary shares | |||||
|---|---|---|---|---|---|
| William Wavish | 8,000,000 | – | 2,000,000 | – | 10,000,000 |
| Robert Neale | 2,000,000 | – | – | – | 2,000,000 |
| Matthew Torrance | 4,267,000 | – | – | – | 4,267,000 |
| Mark Harrison | 1,350,000 | – | 180,000 | – | 1,530,000 |
| Aimee Travis | – | 1,334,000 | – | – | 1,334,000 |
| 15,617,000 | 1,334,000 | 2,180,000 | – | 19,131,000 |
Annual Report 2025
27
Directors’ Report continued
Option holding
The number of options 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:
==> picture [483 x 38] intentionally omitted <==
----- Start of picture text -----
Balance at Options held Expired/ Balance at
the start of at date of forfeited/ the end of
the year appointment Exercised other the year
----- End of picture text -----
| Options over ordinary shares | |||||
|---|---|---|---|---|---|
| William Wavish | 4,000,000 | – | – | – | 4,000,000 |
| Robert Neale* | 2,000,000 | – | – | – | 2,000,000 |
| Matthew Torrance | 3,500,000 | – | – | – | 3,500,000 |
| Mark Harrison | 2,500,000 | – | – | – | 2,500,000 |
| Aimee Travis | – | 2,000,000 | – | – | 2,000,000 |
| 12,000,000 | 2,000,000 | – | – | 14,000,000 |
- Robert Neale resigned on 14 July 2025, subsequent to the reporting date. The options granted to him were subject to a service-based vesting condition and were forfeited upon resignation. The options remained outstanding but unvested as at 30 June 2025, and were forfeited in the subsequent financial year.
Other transactions with key management personnel and their related parties
The following are transactions with key management personnel and their related entities:
-
The Group leased premises from Mineway Pty Ltd as trustee for Mineway Trust, a discretionary trust of which Matthew Torrance (Managing Director and Chief Executive Officer of the Group) is in the class of eligible beneficiaries. The rental charged during the year of $131,127 (2024: $120,000) was based on market rates.
-
The Group leased premises from Lomrew Nominees Pty Ltd as trustee for the Lomrew Unit Trust. The unitholders of the trust are: MWH Nominees No 2 Pty Ltd as trustee for MWH No 2 Trust, an entity controlled by Mark Harrison (Finance Director of the consolidated entity) –50%; and JAM Management No 2 Pty Ltd as trustee for JAM No 2 Trust, a discretionary trust of which Matthew Torrance (Managing Director and Chief Executive Officer of the Group) is in the class of eligible beneficiaries –50%. The rental charged during the year of $65,850 (2024: $45,900) was based on market rates.
-
Matthew Torrance acquired workshop related services from the Group during the year, at market rates, totalling $3,657.
-
Since her appointment on 24 January 2025, legal fees of $24,348.50 were paid to the firm of which Aimee Travis is a director for professional services rendered to the Group in the normal course of business.
Alfabs Australia Limited
28
Directors’ Report continued
Aggregate amounts of each of the above types of other transactions with key management personnel of Alfabs Australia Limited:
==> picture [484 x 232] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Amounts recognised as revenue
Rendering of services and sale of goods 200,634 1,591,571
Interest received – 162,026
Consolidated
2025 2024
$ $
Amounts recognised as assets and liabilities
Current assets:
Trade and other receivables – 21,210
Non-current assets:
Property, plant and equipment – 21,070,000
Current liabilities:
Trade payables – 495
----- End of picture text -----
Properties leased from key management personnel and their related entities are recognised as right-of-use assets in accordance with AASB 16, resulting in the capitalisation of lease assets and corresponding liabilities. The lease payments made during the year reduced the lease liability on the statement of financial position. These payments are not recognised as an expense in the statement of profit or loss.
This concludes the remuneration report, which has been audited.
Shares under option
Unissued ordinary shares of Alfabs Australia Limited under option at the date of this report are as follows:
| Grant date | Expiry date | Exercise price |
Number under option |
|---|---|---|---|
| 20/06/2024 | 20/05/2028 | $0.3000 | 10,000,000 |
| 24/06/2024 | 24/05/2028 | $0.3000 | 4,000,000 |
| 24/06/2024 | 24/05/2028 | $0.3000 | 7,000,000 |
| 21,000,000 |
A total of 3,000,000 options have lapsed since the date of the prior year report due to not meeting time based service conditions.
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.
Annual Report 2025
29
Directors’ Report continued
Shares issued on the exercise of options
There were no ordinary shares of Alfabs Australia Limited issued on the exercise of options during the year ended 30 June 2025 and up to the date of this report.
Indemnity and insurance of officers
The Group has indemnified the Directors and executives of the Group 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 Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Group or any related entity against a liability incurred by the auditor.
During the financial year, the Group has not paid a premium in respect of a contract to insure the auditor of the Group or any related entity.
Proceedings on behalf of the Group
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 26 to the financial statements.
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 .
The Directors are of the opinion that the services as disclosed in note 26 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:
-
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
-
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.
Alfabs Australia Limited
30
Directors’ Report continued
Officers of the Group who are former partners of Pitcher Partners NH Partnership
There are no officers of the Group who are former partners of Pitcher Partners NH Partnership.
Rounding of amounts
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 , the amounts in the Directors’ report and in the financial report have been rounded to the nearest dollar.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors’ report.
Auditor
Pitcher Partners NH Partnership continues in office in accordance with section 327 of the Corporations Act 2001 .
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001 .
On behalf of the Directors
==> picture [112 x 35] intentionally omitted <==
William Wavish Chair 25 August 2025 Kurri Kurri
==> picture [142 x 30] intentionally omitted <==
Matthew Torrance Managing Director and Chief Executive Officer
Annual Report 2025
31
Auditor’s Independence Declaration
Auditor’s independence declaration
To the Directors of Alfabs Australia Limited
In accordance with section 307C of the Corporations Act 2001 , I declare to the best of my knowledge and belief in relation to the audit of the financial report of Alfabs Australia Limited for the year ended 30 June 2025, there have been:
- a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b) no contraventions of the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) in relation to the audit.
Shaun Mahony - Partner
Pitcher Partners NH Partnership Chartered Accountants
Dated: 25 August 2025 Newcastle West, NSW
Alfabs Australia Limited
32
Financial Report
Contents
| Contents | |
|---|---|
| Consolidated Statement of Profit or Loss | |
| and Other Comprehensive Income | 34 |
| Consolidated Statement of Financial Position | 35 |
| Consolidated Statement of Changes in Equity | 36 |
| Consolidated Statement of Cash Flows | 37 |
| Notes to the Consolidated Financial Statements | 38 |
| Note 1. General information | 38 |
| Note 2. Material accounting policy information | 38 |
| Note 3. Critical accounting judgements, estimates and assumptions | 40 |
| Note 4. Operating segments | 41 |
| Note 5. Revenue | 44 |
| Note 6. Other income | 46 |
| Note 7. Expenses | 46 |
| Note 8. Income tax | 47 |
| Note 9. Cash and cash equivalents | 49 |
| Note 10. Trade and other receivables | 50 |
| Note 11. Contract assets | 51 |
| Note 12. Inventories | 51 |
| Note 13. Other | 52 |
| Note 14. Property, plant and equipment | 52 |
| Note 15. Right-of-use assets | 54 |
| Note 16. Trade and other payables | 55 |
| Note 17. Contract liabilities | 55 |
| Note 18. Borrowings | 56 |
| Note 19. Lease liabilities | 58 |
| Note 20. Employee benefits | 58 |
| Note 21. Issued capital | 59 |
| Note 22. Reserves | 61 |
| Note 23. Dividends | 62 |
| Note 24. Financial instruments | 62 |
| Note 25. Key management personnel disclosures | 65 |
| Note 26. Remuneration of auditors | 65 |
| Note 27. Commitments | 65 |
| Note 28. Related party transactions | 66 |
| Note 29. Parent entity information | 68 |
| Note 30. Interests in subsidiaries | 70 |
| Note 31. Events after the reporting period | 70 |
| Note 32. Cash flow information | 71 |
| Note 33. Earnings per share | 72 |
| Note 34. Share-based payments | 73 |
Annual Report 2025
33
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2025
==> picture [484 x 580] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
Note $ $
Revenue 5 95,498,020 96,447,672
Other income 6 1,398,338 582,875
Interest revenue 164,972 165,801
Expenses
Purchases of raw materials and consumables used
and changes in inventories (22,616,568) (35,450,856)
Employee benefits expense (33,060,912) (30,024,666)
Depreciation and amortisation expense 7 (9,139,662) (7,736,679)
Electricity and gas (924,432) (913,458)
Insurance (2,958,415) (2,138,461)
Rent – property and equipment – short-term and low-value leases (157,692) (790,813)
Repairs and maintenance (3,479,644) (2,886,323)
Transaction costs in connection with the IPO and preparation
towards the IPO – (1,229,723)
Other expenses (6,122,016) (5,049,284)
Finance costs 7 (916,412) (1,338,339)
Total expenses (79,375,753) (87,558,602)
Profit before income tax expense 17,685,577 9,637,746
Income tax expense 8 (5,515,129) (5,973,342)
Profit after income tax expense for the year 12,170,448 3,664,404
Other comprehensive income for the year, net of tax – –
Total comprehensive income for the year 12,170,448 3,664,404
Profit for the year is attributable to:
Non-controlling interest – 110,861
Owners of Alfabs Australia Limited 12,170,448 3,553,543
12,170,448 3,664,404
Total comprehensive income for the year is attributable to:
Non-controlling interest – 110,861
Owners of Alfabs Australia Limited 12,170,448 3,553,543
12,170,448 3,664,404
Cents Cents
Basic earnings per share 33 4.25 2.15
Diluted earnings per share 33 4.21 2.15
----- End of picture text -----
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
Alfabs Australia Limited
34
Consolidated Statement of Financial Position
As at 30 June 2025
==> picture [484 x 617] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
Note $ $
Assets
Current assets
Cash and cash equivalents 9 8,183,480 23,595,792
Trade and other receivables 10 18,229,480 13,694,273
Contract assets 11 1,723,955 624,291
Inventories 12 10,169,753 5,893,274
Other 13 695,632 –
Total current assets 39,002,300 43,807,630
Non-current assets
Property, plant and equipment 14 84,302,217 62,229,993
Right-of-use assets 15 4,756,960 5,581,759
Intangibles 239,784 239,934
Deferred tax 8 3,512,417 3,922,224
Total non-current assets 92,811,378 71,973,910
Total assets 131,813,678 115,781,540
Liabilities
Current liabilities
Trade and other payables 16 14,589,064 14,690,452
Contract liabilities 17 3,301,106 2,884,488
Borrowings 18 9,633,783 16,583,291
Lease liabilities 19 806,640 756,879
Income tax 8 3,790,342 4,634,563
Employee benefits 20 2,695,638 2,471,643
Total current liabilities 34,816,573 42,021,316
Non-current liabilities
Borrowings 18 19,369,092 2,792,355
Lease liabilities 19 4,586,517 5,404,198
Deferred tax 8 7,742,420 8,522,539
Employee benefits 20 432,234 297,092
Total non-current liabilities 32,130,263 17,016,184
Total liabilities 66,946,836 59,037,500
Net assets 64,866,842 56,744,040
Equity
Issued capital 21 54,622,759 54,622,759
Reserves 22 (13,266,589) (13,517,763)
Retained profits 23,510,672 15,639,044
Total equity 64,866,842 56,744,040
----- End of picture text -----
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Annual Report 2025
35
Consolidated Statement of Changes in Equity
For the year ended 30 June 2025
==> picture [484 x 479] intentionally omitted <==
----- Start of picture text -----
Non-
Issued Retained controlling
capital Reserves profits interest Total equity
Consolidated $ $ $ $ $
–
Balance at 1 July 2023 396,972 24,091,444 1,007,584 25,496,000
Profit after income tax expense
– –
for the year 3,553,543 110,861 3,664,404
Other comprehensive income
– – – – –
for the year, net of tax
Total comprehensive income
– –
for the year 3,553,543 110,861 3,664,404
Transactions with owners in their
capacity as owners:
Contributions of equity, net of
– – –
transaction costs (note 21) 28,180,081 28,180,081
– – –
Share-based payments (note 34) 5,817 5,817
Acquisition of non-controlling
–
interests (note 30) 170,000 183,445 (1,118,445) (765,000)
–
Capital reorganisation (note 34) 25,875,706 (13,523,580) (2,499,388) 9,852,738
– – –
Dividends paid (note 23) (9,690,000) (9,690,000)
Balance at 30 June 2024 54,622,759 (13,517,763) 15,639,044 – 56,744,040
Non-
Issued Retained controlling
capital Reserves profits interest Total equity
Consolidated $ $ $ $ $
–
Balance at 1 July 2024 54,622,759 (13,517,763) 15,639,044 56,744,040
Profit after income tax expense
– – –
for the year 12,170,448 12,170,448
Total comprehensive income
– – –
for the year 12,170,448 12,170,448
Transactions with owners in their
capacity as owners:
Share-based payments
– – –
(note 22 and note 34) 251,174 251,174
– – –
Dividends paid (note 23) (4,298,820) (4,298,820)
Balance at 30 June 2025 54,622,759 (13,266,589) 23,510,672 – 64,866,842
----- End of picture text -----
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Alfabs Australia Limited
36
Consolidated Statement of Cash Flows
For the year ended 30 June 2025
==> picture [484 x 451] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
Note $ $
Cash flows from operating activities
Receipts from customers (inclusive of GST) 100,100,578 106,023,911
Payments to suppliers and employees (inclusive of GST) (81,989,072) (84,991,905)
Interest received 164,972 165,801
Interest and other finance costs paid (916,412) (1,338,339)
Income taxes paid (6,729,662) (2,521,998)
Net cash from operating activities 32 10,630,404 17,337,470
Cash flows from investing activities
Payments to acquire non-controlling interest in subsidiary – (765,000)
Payments for property, plant and equipment (32,119,251) (19,469,754)
Proceeds from disposal of property, plant and equipment 1,516,046 420,218
Net cash used in investing activities (30,603,205) (19,814,536)
Cash flows from financing activities
Proceeds from issue of shares 21 – 30,000,000
Proceeds from bank loans 32 10,238,550 9,358,981
Proceeds from asset finance 32 23,832,740 1,081,622
Repayment of bank loans 32 (20,017,531) (2,175,000)
Repayment of asset finance 32 (4,426,530) (6,716,078)
Repayment of principal element of finance leases 32 (767,920) (628,041)
Net proceeds from related party loans 32 – 9,744
Share issue transaction costs – (2,809,885)
Dividends paid (4,298,820) (5,000,000)
Net cash from financing activities 4,560,489 23,121,343
Net (decrease)/increase in cash and cash equivalents (15,412,312) 20,644,277
Cash and cash equivalents at the beginning of the financial year 23,595,792 2,951,515
Cash and cash equivalents at the end of the financial year 9 8,183,480 23,595,792
----- End of picture text -----
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Annual Report 2025
37
Notes to the Consolidated Financial Statements
30 June 2025
Note 1. General information
The financial statements cover Alfabs Australia Limited as a Group consisting of Alfabs Australia Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Alfabs Australia Limited’s functional and presentation currency.
Alfabs Australia Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:
152 Mitchell Avenue Kurri Kurri NSW 2327
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 25 August 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.
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/amended pronouncement | Effective date | Impact on financial statements |
|---|---|---|
| AASB 2020-1:Classification of Liabilities as Current or Non-current | 1 January 2024 | No material impact |
| on the Group | ||
| AASB 2022-6:Non-current Liabilities with Covenants | 1 January 2024 | Additional |
| (Amendments to AASB 101/1060) | disclosure has been | |
| included at note 18. |
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001 , as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).
Historical cost convention
The financial statements have been prepared under the historical cost convention.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
Alfabs Australia Limited
38
Notes to the Consolidated Financial Statements continued
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 29.
Principles of group combination or consolidation
The Group financial statements comprise the consolidated financial statements of Alfabs Australia Limited (‘Company’ or ‘parent entity’) and its subsidiaries (together referred to hereafter as the ‘Group’). For the financial year ended 30 June 2024, the Group financial statements comprised the consolidated financial statements of the parent entity and its subsidiaries for the period 1 February 2024 to 30 June 2024 and the combination of Alfabs Mining Equipment Pty Limited and other related entities for the period 1 July 2023 to 31 January 2024.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Rounding of amounts
The Group is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest dollar.
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.
Annual Report 2025
39
Notes to the Consolidated Financial Statements continued
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.
Revenue from contracts with customers involving sale of goods and services
Management uses judgement in selecting an appropriate measure of progress towards completing satisfaction of an obligation. The selected method considers the nature of the good or service that the Group has promised to transfer to the customer. Determining the stage of completion based on a percentage of costs to complete requires an estimate of expenses incurred to date as a percentage of total estimated costs. When a contract modification exists and the Group has an approved enforceable right to payment, revenue in relation to claims and variations is only included in the transaction price when the amount claimable becomes highly probable. Management uses judgement in determining whether an approved enforceable right exists. Determining the amount of variable consideration requires an estimate based on either the ‘expected value’ or the ‘most likely amount’. The estimate of variable consideration is recognised to the extent it is highly probable to be received. Changes in these estimates or judgements could have a material impact on the financial statements of the Group.
Allowance for expected credit losses
The allowance for expected credit losses assessment for trade receivables and contract assets requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience, historical collection rates and forward-looking information that is available.
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.
Estimation of useful lives of assets
The useful life of property, plant and equipment, and lease assets (where useful life is greater than the lease term) is initially assessed at the date the asset is ready for use and reassessed at each reporting date based on the use of the assets and the period over which economic benefits will be derived from the asset. There is uncertainty in relation to the assessment of the life of the asset including factors such as the rate of wear and tear and technical obsolescence. The estimates and judgements involved may impact the carrying value of the non-current assets and the depreciation and amortisation charges recorded in the statement of profit or loss and other comprehensive income should they change. There was no material adjustment required to the estimated useful lives of any assets during the financial year (2024: no adjustment).
Alfabs Australia Limited
40
Notes to the Consolidated Financial Statements continued
Note 4. Operating segments
Identification of reportable operating segments
The Group is organised into three operating segments: Mining, Engineering and Other. 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.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
The reportable segments of the business are as follows:
==> picture [483 x 19] intentionally omitted <==
----- Start of picture text -----
Segment Description of segment
----- End of picture text -----
| Mining | The manufacture, repair, overhaul servicing and hire of underground mining and |
|---|---|
| ancillary equipment together with sales of mining related consumables and spare parts. | |
| Engineering | Heavy steel fabrication, site installation works and site based maintenance. |
| Other | Represents head office (including shared corporate services) plus ancillary businesses |
| including protective coatings and transport |
Intersegment transactions
Intersegment transactions were made at market rates. Intersegment transactions are eliminated on consolidation.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on consolidation.
Major customers
For the years ended 30 June 2025 and 30 June 2024, there was no customer who contributed more than 10% to the Group’s revenue.
Annual Report 2025
41
Notes to the Consolidated Financial Statements continued
Operating segment information
==> picture [484 x 447] intentionally omitted <==
----- Start of picture text -----
Mining Engineering Other Eliminations Total
Consolidated – 2025 $ $ $ $ $
Revenue
Sales to external customers 44,759,224 46,246,639 3,945,166 – 94,951,029
–
Intersegment sales 64,783 71,092 5,405,546 (5,541,421)
Total sales revenue 44,824,007 46,317,731 9,350,712 (5,541,421) 94,951,029
Rental revenue 546,991 – – – 546,991
Interest revenue 29,635 25,092 110,245 – 164,972
Total revenue 45,400,633 46,342,823 9,460,957 (5,541,421) 95,662,992
EBITDA 23,499,553 6,489,468 (2,412,342) – 27,576,679
–
Depreciation and amortisation (7,434,851) (583,013) (1,121,798) (9,139,662)
Interest revenue 29,635 25,092 110,245 – 164,972
Finance costs (514,965) (241,568) (159,879) – (916,412)
Profit/(loss) before
–
income tax expense 15,579,372 5,689,979 (3,583,774) 17,685,577
Income tax expense (5,515,129)
Profit after income tax expense 12,170,448
Assets
Segment assets 124,275,809 24,904,408 13,776,700 (55,848,737) 107,108,180
Unallocated assets:
Alfabs Australia Ltd (the parent entity)
Cash at bank 1,686,232
Receivables 22,907,920
Plant and equipment 111,346
Total assets 131,813,678
Total assets includes:
–
Acquisition of non-current assets 30,537,593 428,212 278,752 31,244,557
Liabilities
Segment liabilities 67,221,641 17,943,996 38,166,503 (56,385,304) 66,946,836
Total liabilities 66,946,836
----- End of picture text -----*
- The assets of Alfabs Australia Ltd (the parent entity) are considered to be not attributable to any operating segment of the Group and have been left unallocated.
Alfabs Australia Limited
42
Notes to the Consolidated Financial Statements continued
==> picture [483 x 29] intentionally omitted <==
----- Start of picture text -----
Mining Engineering Other Eliminations Total
Consolidated – 2024 $ $ $ $ $
----- End of picture text -----
| Revenue | |||||
|---|---|---|---|---|---|
| Sales to external customers | 48,780,467 | 42,866,311 | 4,620,951 | – | 96,267,729 |
| Intersegment sales | 704,682 | 930,214 | 4,842,972 | (6,477,868) | – |
| Total sales revenue | 49,485,149 | 43,796,525 | 9,463,923 | (6,477,868) | 96,267,729 |
| Rental revenue | 179,943 | – | – | – | 179,943 |
| Interest revenue | 15,597 | 26,088 | 124,116 | – | 165,801 |
| Total revenue | 49,680,689 | 43,822,613 | 9,588,039 | (6,477,868) | 96,613,473 |
| Adjusted EBITDA* | 15,155,944 | 3,643,573 | 977,169 | – | 19,776,686 |
| Depreciation and amortisation | (6,348,551) | (635,137) | (752,991) | – | (7,736,679) |
| Interest revenue | 15,597 | 26,088 | 124,116 | – | 165,801 |
| Finance costs | (891,033) | (280,268) | (167,038) | – | (1,338,339) |
| Other non-cash expenses | – | – | (1,229,723) | – | (1,229,723) |
| Profit/(loss) before | |||||
| income tax expense | 7,931,957 | 2,754,256 | (1,048,467) | – | 9,637,746 |
| Income tax expense | (5,973,342) | ||||
| Profit after income tax expense | 3,664,404 | ||||
| Assets | |||||
| Segment assets | 91,328,405 | 20,619,292 | 12,103,148 | (35,786,021) | 88,264,824 |
| Unallocated assets: | |||||
| Alfabs Australia Ltd (the parent entity)** | |||||
| Cash at bank | 18,097,803 | ||||
| Receivables | 9,418,913 | ||||
| Total assets | 115,781,540 | ||||
| Total assets includes: | |||||
| Acquisition of non-current assets | 37,578,802 | 68,535 | 499,332 | – | 38,146,669 |
| Liabilities | |||||
| Segment liabilities | 63,005,943 | 18,094,636 | 14,302,709 | (36,365,788) | 59,037,500 |
| Total liabilities | 59,037,500 |
- Adjusted EBITDA excludes effects of significant items of income and expenditure which may have an impact on the quality of earnings such as transaction costs in connection with the IPO and other non-recurring expenses.
** The assets of Alfabs Australia Ltd (the parent entity) are considered to be not attributable to any operating segment of the Group and have been left unallocated.
Annual Report 2025
43
Notes to the Consolidated Financial Statements continued
Note 5. Revenue
==> picture [484 x 154] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Revenue from contracts with customers
Rendering of services 62,040,782 67,885,401
Equipment hire 25,319,214 21,007,155
Sale of goods 7,591,033 7,375,173
94,951,029 96,267,729
Other revenue
Rent 546,991 179,943
Revenue 95,498,020 96,447,672
----- End of picture text -----
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
==> picture [484 x 111] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Timing of revenue recognition
Goods transferred at a point in time 7,591,033 7,375,173
Services transferred over time 58,318,334 63,873,466
Services transferred at a point in time 29,041,662 25,019,090
94,951,029 96,267,729
----- End of picture text -----
Included in the following tables are reconciliations of the disaggregated revenue and other revenue with the consolidated entity’s reportable segments (refer note 4).
| 2025 | Mining $ |
Engineering $ |
Other $ |
Eliminations $ |
Total $ |
|---|---|---|---|---|---|
| Rendering of services | 12,219,022 | 46,317,731 | 8,755,535 | (5,251,506) | 62,040,782 |
| Equipment hire | 24,982,526 | – | 595,177 | (258,489) | 25,319,214 |
| Sale of goods | 7,622,459 | – | – | (31,426) | 7,591,033 |
| Total sales revenue per segment | 44,824,007 | 46,317,731 | 9,350,712 | (5,541,421) | 94,951,029 |
| Other revenue | 546,991 | – | – | – | 546,991 |
| Revenue | 45,370,998 | 46,317,731 | 9,350,712 | (5,541,421) | 95,498,020 |
| 2024 | Mining $ |
Engineering $ |
Other $ |
Eliminations $ |
Total $ |
| Rendering of services | 21,090,113 | 43,796,525 | 8,514,440 | (5,515,677) | 67,885,401 |
| Equipment hire | 20,315,180 | – | 949,483 | (257,508) | 21,007,155 |
| Sale of goods | 8,079,856 | – | – | (704,683) | 7,375,173 |
| Total sales revenue per segment | 49,485,149 | 43,796,525 | 9,463,923 | (6,477,868) | 96,267,729 |
| Other revenue | 179,943 | – | – | – | 179,943 |
| Total other revenue per segment | 49,665,092 | 43,796,525 | 9,463,923 | (6,477,868) | 96,447,672 |
Alfabs Australia Limited
44
Notes to the Consolidated Financial Statements continued
Accounting policy for revenue recognition
Rendering of services
The Group primarily generates service revenue from the following activities:
-
Maintenance, repairs, outages/shutdowns and critical maintenance projects;
-
Diesel overhauls and repairs for underground mining equipment; and
-
Fabrication and installation services in the infrastructure, resources, rail and water industries.
Services contracts are generally entered under a formal contract arrangement or Purchase Order.
The contractual terms and the way in which the Group operates its services contracts results in the recognition of revenue as follows:
-
(a) Maintenance Services – The performance obligations of service contracts, generally result in the customer consuming and receiving the benefit of the service as it is provided. As such, service revenue is recognised over time as the services are provided.
-
(b) Projects – The revenue from projects is predominantly derived from projects containing one performance obligation, however some contracts may contain multiple performance obligations.
-
(c) The Group recognises revenue from projects over time based on the stage of completion of the contract where the following criteria are met:
-
performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or;
-
performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.
-
Where the above criteria are not met the project revenue is recognised at a point in time, being completion of the project.
The Group recognises revenue using the measure of progress that best reflects the Group’s performance in satisfying the performance obligation over time and this is generally the costs incurred method.
Sale of goods
Revenue from the sale of products is recognised when control of the product has transferred to the customer. For such transactions, this occurs when the products are delivered to the customer as this is when the performance obligation has been satisfied.
Equipment hire
The Group generates equipment hire revenue primarily from the hire of underground mining and other equipment. Equipment hire contracts are generally entered for a fixed term rental period and the revenue is recognised on a straight line basis over the term of the rental agreement.
Annual Report 2025
45
Notes to the Consolidated Financial Statements continued
Note 6. Other income
==> picture [484 x 97] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Net gain on disposal of property, plant and equipment 658,426 129,738
Insurance recoveries – 307,396
Other 739,912 145,741
Other income 1,398,338 582,875
----- End of picture text -----
Note 7. Expenses
==> picture [484 x 313] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Profit before income tax includes the following specific expenses:
Depreciation
Buildings 913,891 250,000
Leasehold improvements 25,148 63,682
Plant, machinery and vehicles 7,302,905 6,599,191
Furniture, fittings and equipment 72,769 53,554
Buildings right-of-use assets 824,799 770,102
Total depreciation 9,139,512 7,736,529
Amortisation
Patents, trademarks and licences 150 150
Total depreciation and amortisation 9,139,662 7,736,679
Finance costs
Interest and finance charges paid/payable on borrowings 519,678 881,005
Interest and finance charges paid/payable on lease liabilities 396,734 457,334
Finance costs expensed 916,412 1,338,339
Superannuation expense
Defined contribution superannuation expense 2,663,574 2,337,165
----- End of picture text -----
Alfabs Australia Limited
46
Notes to the Consolidated Financial Statements continued
Note 8. Income tax
==> picture [484 x 409] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Income tax expense
Current tax 5,885,441 5,127,031
Deferred tax – origination and reversal of temporary differences (370,312) 846,311
Aggregate income tax expense 5,515,129 5,973,342
Deferred tax included in income tax expense comprises:
Decrease in deferred tax assets 409,807 262,647
Increase/(decrease) in deferred tax liabilities (780,119) 583,664
Deferred tax – origination and reversal of temporary differences (370,312) 846,311
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense 17,685,577 9,637,746
Tax at the statutory tax rate of 30% 5,305,673 2,891,324
Tax effect amounts which are not deductible/(taxable) in calculating
taxable income:
Non-deductible expenses 101,437 211,528
5,407,110 3,102,852
Changes in deferred tax balances on capital reorganisation 108,019 495,607
Capital gains on capital reorganisation – 2,374,883
Income tax expense 5,515,129 5,973,342
Consolidated
2025 2024
$ $
Amounts credited directly to equity
Deferred tax assets – (842,966)
----- End of picture text -----
Annual Report 2025
47
Notes to the Consolidated Financial Statements continued
==> picture [484 x 542] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Provisions 1,126,888 830,621
Lease liabilities 1,617,947 1,848,323
Accruals 84,990 497,775
Other 682,592 745,505
Deferred tax asset 3,512,417 3,922,224
Movements:
Opening balance 3,922,224 3,341,905
Charged to profit or loss (409,807) (262,647)
Credited to equity – 842,966
Closing balance 3,512,417 3,922,224
Consolidated
2025 2024
$ $
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Property, plant and equipment 6,315,332 6,848,011
Right-of-use assets 1,427,088 1,674,528
Deferred tax liability 7,742,420 8,522,539
Movements:
Opening balance 8,522,539 4,249,164
Charged/(credited) to profit or loss (780,119) 583,664
Additions through capital reorganisation – 3,689,711
Closing balance 7,742,420 8,522,539
Consolidated
2025 2024
$ $
Provision for income tax
Provision for income tax 3,790,342 4,634,563
----- End of picture text -----
Alfabs Australia Limited
48
Notes to the Consolidated Financial Statements continued
Accounting policy for income tax
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
-
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
-
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Alfabs Australia Limited (the ‘head entity’) and its wholly-owned Australian subsidiaries are an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the ‘separate taxpayer within group’ approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity.
Note 9. Cash and cash equivalents
==> picture [484 x 67] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current assets
Cash at bank 8,183,480 23,595,792
----- End of picture text -----
Annual Report 2025
49
Notes to the Consolidated Financial Statements continued
Note 10. Trade and other receivables
==> picture [484 x 133] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current assets
Trade receivables – revenue from contracts with customers 17,395,960 13,371,884
Less: Allowance for expected credit losses (500,087) (307,030)
16,895,873 13,064,854
Other receivables 1,333,607 629,419
18,229,480 13,694,273
----- End of picture text -----
Allowance for expected credit losses
The Group has recognised a loss of $252,429 (2024: $256,281) in profit or loss in respect of the expected credit losses for the year ended 30 June 2025.
The ageing of the trade receivables and allowance for expected credit losses provided for above are as follows:
==> picture [484 x 120] intentionally omitted <==
----- Start of picture text -----
Expected credit Carrying Allowance for expected
loss rate amount credit losses
2025 2024 2025 2024 2025 2024
% % $ $ $ $
Not overdue 0.2% 2.2% 11,216,587 8,235,270 24,058 177,323
0 to 3 months overdue – 0.3% 4,849,813 4,284,691 – 13,793
3 to 6 months overdue 6.7% 0.2% 91,436 564,416 6,145 1,078
Over 6 months overdue 38.0% 39.9% 1,238,124 287,507 469,884 114,836
17,395,960 13,371,884 500,087 307,030
----- End of picture text -----
Movements in the allowance for expected credit losses are as follows:
==> picture [484 x 111] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Opening balance 307,030 152,833
Additional provisions recognised 252,429 256,281
Receivables written off as uncollectible – (82,558)
Unused amounts reversed (59,372) (19,526)
Closing balance 500,087 307,030
----- End of picture text -----
Accounting policy for trade and other receivables
Receivables from contracts with customers represent the Group’s unconditional right to consideration from the transfer of goods or services to customers. Subsequent to initial recognition, receivables from contracts with customers are measured at amortised cost.
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.
Alfabs Australia Limited
50
Notes to the Consolidated Financial Statements continued
Note 11. Contract assets
==> picture [484 x 68] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current assets
Contract assets 1,723,955 624,291
----- End of picture text -----
The Engineering segment comprises the entire contract asset balance at 30 June 2025 and 30 June 2024, and the increase is largely due to changes in the contract mix at 30 June 2025.
Accounting policy for contract assets
Contract assets primarily relate to the Group’s rights to consideration for work performed but not billed at the reporting date. The contract assets are transferred to trade receivables when the rights have become unconditional. This usually occurs when the Group issues an invoice in accordance with contractual terms to the customer. Payments from customers are received based on a billing schedule/milestone basis, as established in our contracts.
Note 12. Inventories
==> picture [484 x 133] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current assets
Raw materials – at cost 8,445,093 4,467,645
Less: Provision for impairment (295,042) (300,000)
8,150,051 4,167,645
Work in progress – at cost 2,019,702 1,725,629
10,169,753 5,893,274
----- End of picture text -----
Amounts recognised in profit or loss
| Amounts recognised in profit or loss | ||
|---|---|---|
| Consolidated | ||
| 2025 $ |
2024 $ |
|
| Inventories recognised as an expense during the year | 9,221,859 | 8,149,582 |
Accounting policy for inventories
Raw materials and work in progress are stated at the lower of cost and net realisable value. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Annual Report 2025
51
Notes to the Consolidated Financial Statements continued
Note 13. Other
==> picture [484 x 68] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current assets
Prepayments 695,632 –
----- End of picture text -----
Note 14. Property, plant and equipment
==> picture [484 x 284] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Non-current assets
Land and buildings – at cost 22,931,899 22,245,664
Less: Accumulated depreciation (1,216,717) (302,826)
21,715,182 21,942,838
Leasehold improvements – at cost 896,000 891,939
Less: Accumulated depreciation (137,633) (112,485)
758,367 779,454
Plant, machinery and vehicles – at cost 83,537,784 53,886,860
Less: Accumulated depreciation (31,105,919) (29,738,075)
52,431,865 24,148,785
Furniture, fittings and equipment – at cost 671,095 429,477
Less: Accumulated depreciation (309,760) (260,070)
361,335 169,407
Capital work in progress 9,035,468 15,189,509
84,302,217 62,229,993
----- End of picture text -----*
- Capital work in progress includes the values, at cost, of assets under construction and inventories awaiting overhaul as at balance date.
Alfabs Australia Limited
52
Notes to the Consolidated Financial Statements continued
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
==> picture [484 x 235] intentionally omitted <==
----- Start of picture text -----
Plant, Furniture,
Leasehold machinery fittings Capital
Land and improve- and and work in
buildings ments vehicles equipment progress Total
Consolidated $ $ $ $ $ $
–
Balance at 1 July 2023 998,244 27,448,092 171,863 2,722,032 31,340,231
Additions 22,031,605 34,198 2,935,835 51,213 12,793,818 37,846,669
– –
Disposals (35,528) (254,837) (115) (290,480)
– – – –
Reversal of impairment 300,000 300,000
– –
Transfers in/(out) 161,233 (153,778) 318,886 (326,341)
–
Depreciation expense (250,000) (63,682) (6,599,191) (53,554) (6,966,427)
Balance at 30 June 2024 21,942,838 779,454 24,148,785 169,407 15,189,509 62,229,993
Additions 686,235 4,061 7,507,566 273,117 22,773,578 31,244,557
– – –
Disposals (849,200) (8,420) (857,620)
– – – –
Transfers in/(out) 28,927,619 (28,927,619)
–
Depreciation expense (913,891) (25,148) (7,302,905) (72,769) (8,314,713)
Balance at 30 June 2025 21,715,182 758,367 52,431,865 361,335 9,035,468 84,302,217
----- End of picture text -----
Accounting policy for property, plant and equipment
Buildings, leasehold improvements and each class of plant and equipment is measured 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:
| Buildings | up to 40 years |
|---|---|
| Leasehold improvements | 12.5-20 years |
| Plant and machinery – major | 3-18 years |
| Plant and machinery – minor | 1-5 years |
| Vehicles | 5-7.5 years |
| Furniture, fittings and equipment | 3-5 years |
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.
The major plant and equipment (primarily underground mining hire equipment) is separated into components, and these are depreciated separately based on the expected useful life as determined by the regulatory conditions related to the machine.
Property, plant and equipment is tested for impairment whenever events or circumstances indicate that the asset may be impaired. For impairment assessment purposes, assets are generally grouped at the lowest levels for which there are largely independent cash inflows (‘cash generating units’). Accordingly, most assets are tested for impairment at the cash-generating unit level. An impairment loss is recognised when the carrying amount of an asset or cash generating unit (to which the asset belongs) exceeds its recoverable amount.
Annual Report 2025
53
Notes to the Consolidated Financial Statements continued
Note 15. Right-of-use assets
==> picture [484 x 97] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Non-current assets
Land and buildings – right-of-use 6,946,579 6,946,579
Less: Accumulated depreciation (2,189,619) (1,364,820)
4,756,960 5,581,759
----- End of picture text -----
The Group leases properties used for its operations on long-term agreements with options to extend. The leases have various escalation clauses with CPI increases annually and market review on the commencement of each option period.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
==> picture [484 x 131] intentionally omitted <==
----- Start of picture text -----
Land and
buildings
Consolidated $
Balance at 1 July 2023 2,516,436
Additions 3,835,425
Depreciation expense (770,102)
Balance at 30 June 2024 5,581,759
Depreciation expense (824,799)
Balance at 30 June 2025 4,756,960
----- End of picture text -----
Accounting policy for right-of-use assets
Right-of-use assets are measured at cost less accumulated depreciation and any accumulated impairment losses.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
Alfabs Australia Limited
54
Notes to the Consolidated Financial Statements continued
Note 16. Trade and other payables
==> picture [484 x 111] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current liabilities
Trade payables 11,559,013 10,336,501
Other payables and accruals 1,864,657 3,605,690
GST payable 1,165,394 748,261
14,589,064 14,690,452
----- End of picture text -----
Refer to note 24 for further information on financial instruments.
Accounting policy for trade and other payables
Trade payables are unsecured and are usually paid within 30-60 days of recognition.
Note 17. Contract liabilities
==> picture [484 x 68] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current liabilities
Contract liabilities – income in advance 3,301,106 2,884,488
----- End of picture text -----
Unsatisfied performance obligations
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $3,301,106 as at 30 June 2025 ($2,884,488 as at 30 June 2024) and is expected to be recognised as revenue in future periods as follows:
| Consolidated | Consolidated | |||
|---|---|---|---|---|
| 2025 $ |
2024 $ |
|||
| Within | 6 | months | 3,301,106 | 2,884,488 |
Accounting policy for contract liabilities
Contract liabilities represent the revenue received in advance for goods or services which have not yet been performed and are recorded as a liability until such time that the performance obligation is performed under the contract.
Annual Report 2025
55
Notes to the Consolidated Financial Statements continued
Note 18. Borrowings
==> picture [484 x 205] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current liabilities
Secured:
Bank loans (a) 420,000 12,741,531
Equipment finance (a) 9,213,783 3,841,760
9,633,783 16,583,291
Non-current liabilities
Secured:
Bank loan (a) 2,542,550 –
Equipment finance (a) 16,826,542 2,792,355
19,369,092 2,792,355
29,002,875 19,375,646
----- End of picture text -----
Refer to note 24 for further information on financial instruments.
(a) Bank loans
The Company and its subsidiaries, excluding Alfabs No. 1 Pty Ltd, are party to a master finance agreement with NAB (NAB Finance Agreement) for facilities with a total limit as at the facility date of $45,200,000 (NAB Facilities), drawn to $43,923,084 at balance date. The facilities under the NAB Finance Agreement include overdraft facilities, bank guarantee facilities, credit cards, master asset facility, equipment loans, hire purchase facilities and a corporate market loan of $22,050,000 to fund the acquisition and delivery of equipment under the Malabar contract.
The overdraft facilities can be cancelled, and NAB can reduce the overdraft facility amounts, at any time.
The $22,050,000 corporate market loan for Malabar converted to term debt in June 2025 and is repayable over 36 months to nil at an interest rate of 6.18% with repayments commencing July 2025.
The revolving lease and equipment loan drawn amounts are comprised of a number of asset related loans and are repayable over varying fixed terms on fixed monthly payments. Interest rates range between 2.8-7.5% based on the timing of the loan agreements.
Security
The Obligors have granted the following security for the NAB Facilities:
-
first ranking general security agreements over all present and after-acquired property of each Group entity;
-
first ranking registered mortgages over the properties situated at 15 Titanium Drive, Paget QLD 4740 and 152 Mitchell Avenue, Kurri Kurri NSW 2327; and
-
a side deed between ADP Equipment Pty Ltd, Malabar Resources Limited and Maxwell Ventures (Management) Pty Ltd in respect of the Malabar Agreement.
The Obligors include Alfabs Australia Limited and all subsidiaries, as listed in note 30, except for Alfabs No 1 Pty Ltd which was incorporated subsequent to the signing of the master finance agreement.
Alfabs Australia Limited
56
Notes to the Consolidated Financial Statements continued
Covenants
The NAB Facilities contain the following financial covenants which are assessed on a quarterly basis:
-
Debt Service Cover Ratio for the Group must not be less than 1.50:1;
-
The Operating Leverage Ratio for the Group must not exceed 2.00:1; and
-
The Asset Coverage Ratio for the Group must not be greater than 65%.
The Group has complied with the financial covenants of its borrowing facilities during the 2025 and 2024 reporting periods. The next review date for the covenants is 30 September 2025.
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit (which excludes equipment loans that sit outside the master asset facility):
==> picture [484 x 313] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Total facilities
Bank overdraft 3,600,000 3,400,000
Bank loan 3,452,550 25,432,550
Equipment finance 28,870,534 5,100,000
Bank guarantee facility 8,000,000 3,500,000
43,923,084 37,432,550
Used at the reporting date
Bank overdraft – –
Bank loan 2,962,550 12,741,531
Equipment finance 26,040,325 4,474,723
Bank guarantee facility 4,305,935 2,655,233
33,308,810 19,871,487
Unused at the reporting date
Bank overdraft 3,600,000 3,400,000
Bank loan 490,000 12,691,019
Equipment finance 2,830,209 625,277
Bank guarantee facility 3,694,065 844,767
10,614,274 17,561,063
----- End of picture text -----
Accounting policy for borrowings
Borrowings are measured at amortised cost.
Annual Report 2025
57
Notes to the Consolidated Financial Statements continued
Note 19. Lease liabilities
==> picture [484 x 276] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current liabilities
Lease liability – land and buildings 806,640 756,879
Non-current liabilities
Lease liability – land and buildings 4,586,517 5,404,198
5,393,157 6,161,077
Consolidated
2025 2024
$ $
Reconciliation of lease liabilities
Carrying amount at the beginning of the year 6,161,077 2,953,693
Additions – 3,835,425
Interest expense 397,480 457,334
Lease payments (1,165,400) (1,085,375)
Net movement during the year (767,920) 3,207,384
Carrying amount at the end of the year 5,393,157 6,161,077
----- End of picture text -----
Refer to note 24 for further information on financial instruments.
Accounting policy for lease liabilities
Lease liabilities are measured at the present value of the remaining lease payments. Interest expense on lease liabilities is recognised in profit or loss. Variable lease payments not included in the measurement of lease liabilities are recognised as an expense in the period in which they are incurred.
Note 20. Employee benefits
==> picture [484 x 148] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current liabilities
Annual leave 2,079,325 1,788,512
Long service leave 616,313 683,131
2,695,638 2,471,643
Non-current liabilities
Long service leave 432,234 297,092
3,127,872 2,768,735
----- End of picture text -----
Alfabs Australia Limited
58
Notes to the Consolidated Financial Statements continued
Accounting policy for employee benefits
Provisions for short-term employee benefits, including annual leave and long service leave that are expected to be settled wholly within 12 months after the end of the reporting period, are measured at the (undiscounted) amount of the benefit expected to be paid.
Provisions for other long-term employee benefits, including long service leave that are not expected to be settled wholly within 12 months after the end of the reporting period, are measured at the present value of the expected benefit to be paid in respect of the services provided by employees up to the reporting date.
Note 21. Issued capital
| Note 21. Issued capital | ||
|---|---|---|
| Consolidated | ||
| 2025 Shares 2024 Shares 2025 $ |
2024 $ |
|
| Ordinary shares – fully paid | 286,588,003 286,588,003 54,622,759 |
54,622,759 |
Movements in ordinary share capital
==> picture [483 x 20] intentionally omitted <==
----- Start of picture text -----
Details Date Shares Issue price $
----- End of picture text -----
| Balance | 1 July 2023 | 2 | 396,972 | |
|---|---|---|---|---|
| Share split | 31 January 2024 | 59,093,000 | $0.1875 | 11,079,938 |
| Acquisition of non-controlling interest | ||||
| in Camel Hire Company Pty Ltd | 31 December 2023 | – | $0.0000 | 170,000 |
| Shares issued to acquire: | ||||
| – Alfabs Protective Coatings Pty Ltd | 31 January 2024 | 1,695,133 | $0.1610 | 273,000 |
| – Alfabs Administration Pty Ltd | 31 January 2024 | 8,534,000 | $0.1875 | 1,600,000 |
| – Alfabs Services Pty Ltd | 31 January 2024 | 5,333,000 | $0.1875 | 1,000,000 |
| – Alfabs Forklift & Access Pty Ltd | 31 January 2024 | 1 | $1.0000 | 1 |
| – Alfabs Engineering Group Pty Ltd | 31 January 2024 | 2,880,000 | $0.1875 | 540,000 |
| – Camel Hire Company Pty Ltd | 31 January 2024 | 9,520,000 | $0.1875 | 1,785,000 |
| – Alfabs Labour Hire Pty Ltd | 31 January 2024 | 1,040,000 | $0.1875 | 195,000 |
| – Properties at Kurri Kurri and Mackay | 31 January 2024 | 61,904,867 | $0.1610 | 9,969,739 |
| Equity reclassification on capital | ||||
| reorganisation | 31 January 2024 | (566,972) | ||
| Exchange of shares on issue for shares in | ||||
| Alfabs Australia Ltd | 31 January 2024 | (150,000,003) | ||
| Shares issued to the previous shareholders | ||||
| of Alfabs Mining Equipment Pty Ltd | 31 January 2024 | 150,000,003 | ||
| Shares issued to sophisticated investors | 11 April 2024 | 64,000,000 | $0.1875 | 12,000,000 |
| Initial Public Offering | 24 June 2024 | 72,000,000 | $0.2500 | 18,000,000 |
| Issue of shares to employees | 24 June 2024 | 588,000 | $0.2500 | 147,000 |
| Transaction costs arising on share issues, | ||||
| net of tax | (1,966,919) | |||
| Balance | 30 June 2024 | 286,588,003 | 54,622,759 | |
| Balance | 30 June 2025 | 286,588,003 | 54,622,759 |
Annual Report 2025
59
Notes to the Consolidated Financial Statements continued
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
Every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current Company’s share price at the time of the investment.
The Group is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year.
The capital risk management policy remains unchanged from the prior year.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘trade and other payables’ and ‘borrowings’ as shown in the statement of financial position) less ‘cash and cash equivalents’ as shown in the statement of financial position. Total capital is calculated as ‘total equity’ as shown in the statement of financial position (including non-controlling interest) plus net debt.
The gearing ratio at the reporting date was as follows:
==> picture [484 x 176] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current liabilities – trade and other payables (note 16) 14,589,064 14,690,452
Current liabilities – borrowings (note 18) 9,633,783 16,583,291
Non-current liabilities – borrowings (note 18) 19,369,092 2,792,355
Total borrowings 43,591,939 34,066,098
Current assets – cash and cash equivalents (note 9) (8,183,480) (23,595,792)
Net debt 35,408,459 10,470,306
Total equity 64,866,842 56,744,040
Total capital 100,275,301 67,214,346
Gearing ratio 35% 16%
----- End of picture text -----
Alfabs Australia Limited
60
Notes to the Consolidated Financial Statements continued
Note 22. Reserves
==> picture [484 x 82] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Share-based payments reserve 256,991 5,817
Capital reorganisation reserve (13,523,580) (13,523,580)
(13,266,589) (13,517,763)
----- End of picture text -----
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their remuneration, and other parties as part of their compensation for services.
Capital reorganisation reserve
Any difference between the share capital immediately prior to the capital reorganisation that occurred in 2024 and the share capital immediately after the capital reorganisation, along with the difference in the consideration paid to acquire subsidiaries and the book value of the respective acquired assets and liabilities have been recognised in the Capital reorganisation reserve.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
==> picture [484 x 131] intentionally omitted <==
----- Start of picture text -----
Capital Share-based
reorganisation payments Total
Consolidated $ $ $
– – –
Balance at 1 July 2023
–
Share-based payments 5,817 5,817
–
Capital reorganisation (13,523,580) (13,523,580)
Balance at 30 June 2024 (13,523,580) 5,817 (13,517,763)
–
Share-based payments 251,174 251,174
Balance at 30 June 2025 (13,523,580) 256,991 (13,266,589)
----- End of picture text -----
Annual Report 2025
61
Notes to the Consolidated Financial Statements continued
Note 23. Dividends
Dividends
Dividends paid during the financial year were as follows:
==> picture [484 x 125] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Interim dividend for the year ended 30 June 2025 of 1.5 cents per ordinary share 4,298,820 –
Dividends paid to the shareholders of Alfabs Mining Equipment Pty Ltd – 8,600,000
Dividends paid to the shareholders of Alfabs Protective Coatings Pty Ltd – 260,000
Dividends paid to the shareholders of Alfabs Services Pty Ltd – 530,000
Dividends paid to the shareholders of Alfabs Labour Hire Pty Ltd – 300,000
4,298,820 9,690,000
----- End of picture text -----
- The dividend payments in the 2024 financial year occurred prior to the capital reorganisation transaction.
Franking credits
==> picture [484 x 54] intentionally omitted <==
----- Start of picture text -----
||||
|---|---|---|
|Consolidated|
|2025|2024|
|$|$|
|Franking credits available for subsequent financial years based on a tax rate of 30%|8,197,719|5,937,053|
----- End of picture text -----
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
-
franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date;
-
franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and
-
franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
Note 24. Financial instruments
Financial risk management objectives
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, and ageing analysis for credit risk.
Finance reports to the Board on a monthly basis and highlights any material financial risks or exposures. The majority of the Group’s borrowings are fixed interest in nature, this limiting exposure to financial risks such as interest rate movements.
Alfabs Australia Limited
62
Notes to the Consolidated Financial Statements continued
Market risk
Interest rate risk
The Group’s main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Group to interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk.
As at the reporting date, the Group had the following variable rate borrowings:
==> picture [484 x 86] intentionally omitted <==
----- Start of picture text -----
2025 2024
Weighted Weighted
average average
interest rate Balance interest rate Balance
Consolidated % $ % $
Bank loans 5.94% 2,962,550 5.15% 12,741,531
Net exposure to cash flow interest rate risk 2,962,550 12,741,531
----- End of picture text -----
An analysis by remaining contractual maturities is shown in ‘liquidity and interest rate risk management’ below.
| An analysis by remaining | contractual maturities is shown in ‘liquidity and interest rate risk management’ below. |
|---|---|
| Basis points increase Basis points decrease |
|
| Consolidated – 2025 | Basis points change Effect on profit before tax Effect on equity Basis points change Effect on profit before tax Effect on equity |
| Bank loans | 100 (29,626) (29,626) 100 29,626 29,626 |
| Basis points increase Basis points decrease |
|
| Consolidated – 2024 | Basis points change Effect on profit before tax Effect on equity Basis points change Effect on profit before tax Effect on equity |
| Bank overdraft, bank loan, and equipment finance |
200 (254,831) (254,831) (200) 254,831 254,831 |
The percentage change is based on the expected volatility of interest rates using market data and analysts forecasts.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available.
Management closely monitors the receivable balances on a monthly basis and is in regular contact with customers to mitigate risk.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than one year.
Annual Report 2025
63
Notes to the Consolidated Financial Statements continued
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the consolidated statement of financial position.
| Consolidated – 2025 Non-derivatives |
1 year or less $ |
Between 1 and 5 years $ |
Over 5 years $ |
Remaining contractual maturities $ |
|---|---|---|---|---|
| Non-interest bearing | ||||
| Trade and other payables | 14,589,064 | – | – | 14,589,064 |
| Interest-bearing | ||||
| Bank loans | 444,927 | 1,779,708 | 913,742 | 3,138,377 |
| Equipment finance | 10,561,810 | 17,830,620 | – | 28,392,430 |
| Lease liability | 1,165,400 | 3,363,683 | 2,455,700 | 6,984,783 |
| Total non-derivatives | 26,761,201 | 22,974,011 | 3,369,442 | 53,104,654 |
| Consolidated – 2024 | 1 year or less $ |
Between 1 and 5 years $ |
Over 5 years $ |
Remaining contractual maturities $ |
| Non-derivatives | ||||
| Non-interest bearing | ||||
| Trade and other payables | 14,690,452 | – | – | 14,690,452 |
| Interest-bearing | ||||
| Bank loans | 13,178,942 | – | – | 13,178,942 |
| Equipment finance | 4,092,978 | 2,927,330 | – | 7,020,308 |
| Lease liability | 1,165,400 | 3,668,683 | 3,250,650 | 8,084,733 |
| Total non-derivatives | 33,127,772 | 6,596,013 | 3,250,650 | 42,974,435 |
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Alfabs Australia Limited
64
Notes to the Consolidated Financial Statements continued
Note 25. Key management personnel disclosures
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out below:
==> picture [484 x 111] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Short-term employee benefits 1,151,606 1,246,607
Post-employment benefits 88,072 73,813
Long-term benefits 14,865 123,489
Share-based payments 119,559 2,957
1,374,102 1,446,866
----- End of picture text -----
The remuneration disclosed for 30 June 2024 includes amounts paid prior to the incorporation of Alfabs Australia Limited on 24 January 2024.
Note 26. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Pitcher Partners NH Partnership, the auditor of the Group, and its network firms:
==> picture [484 x 154] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Audit services – Pitcher Partners NH Partnership
Audit or review of the financial statements 157,000 140,000
Other services – Pitcher Partners NH Partnership
Agreed upon procedures to support borrowing obligations – 6,500
157,000 146,500
Other services – Pitcher Partners network firm
Non assurance services in relation to ASX listing – 40,000
----- End of picture text -----
Note 27. Commitments
==> picture [484 x 83] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Capital commitments
Committed at the reporting date but not recognised as liabilities, payable:
Property, plant and equipment 1,960,000 4,918,137
----- End of picture text -----
Annual Report 2025
65
Notes to the Consolidated Financial Statements continued
Note 28. Related party transactions
Parent entity
Alfabs Australia Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 30.
Key management personnel
Disclosures relating to key management personnel are set out in note 25 and the remuneration report included in the Directors’ report.
Transactions with related parties
The following transactions occurred with related parties:
==> picture [484 x 369] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Sale of goods and services:
Sale of goods and services to other related parties controlled by
key management personnel 1,129,046 1,591,571
Other income:
Interest received – 3T Property Holdings Pty Ltd – 93,150
Interest received – Torrance Family Trust – 59,017
Interest received – Matthew Torrance – 3,679
Interest received – Mineway Pty Ltd – 6,180
Payment for goods and services:
Rent paid to key management personnel 65,400 92,825
Rent paid to other related party – Mineway Trust 131,127 120,000
Rent paid to other related party – Torrance Family Trust – 441,317
Rent paid to other related party – Alfabs Superannuation Fund 735,000 735,000
Other expenses 6,610 –
Other transactions:
Acquisition of land and buildings from entity controlled by
key management personnel – 20,900,000
Dividends paid to related parties pre capital reorganisation – 9,690,000
Acquisition of plant and equipment from key management personnel – 150,000
Acquisition of plant and equipment from entity controlled by
key management personnel – 20,000
Sale of motor vehicles to key management personnel (selling price) – 85,000
----- End of picture text -----
- The leased properties are recognised as right-of-use assets in accordance with AASB 16, resulting in the capitalisation of lease assets and corresponding liabilities. The lease payments made during the year reduced the lease liability on the statement of financial position. These payments are not recognised as an expense in the statement of profit or loss.
Alfabs Australia Limited
66
Notes to the Consolidated Financial Statements continued
Related party transactions
-
The Group sold various goods and services to entities controlled by Paul Torrance, at market value during the year totalling $76,805 (2024: $nil). The majority of these sales were in relation to the completion of building works on 152 Mitchell Avenue, Kurri Kurri (acquired on 31 January 2024).
-
The Group leased premises from Mineway Pty Ltd as trustee for Mineway Trust, a discretionary trust of which Paul Torrance and Michele Torrance are the primary beneficiaries and Matthew Torrance (Managing Director and Chief Executive Officer of the Group) is in the class of eligible beneficiaries. The rental charged during the year of $131,127 (2024: $120,000) was based on market rates.
-
The Group leased premises from Lomrew Nominees Pty Ltd as trustee for the Lomrew Unit Trust. The unitholders of the trust are: MWH Nominees No 2 Pty Ltd as trustee for MWH No 2 Trust, an entity controlled by Mark Harrison (Finance Director of the consolidated entity) –50%; and JAM Management No 2 Pty Ltd as trustee for JAM No 2 Trust, a discretionary trust of which Paul Torrance and Michele Torrance are the primary beneficiaries and Matthew Torrance (Managing Director and Chief Executive Officer of the Group) is in the class of eligible beneficiaries –50%. The rental charged during the year of $65,850 (2024: $45,900) was based on market rates.
-
The Group leased premises from Shelpaul Investments Pty Ltd as trustee for the Torrance Unit Trust. The unitholders of the trust are: Tonol Pty Limited as trustee for Alfabs Superannuation Fund. Paul Torrance and Michele Torrance are members of the Alfabs Superannuation Fund. The rental charged during the year of $520,000 (2024: $520,000) was based on market rates.
-
The Group leased premises from Tonol Pty Limited as trustee for Alfabs Superannuation Fund of which Paul Torrance and Michele Torrance are members. The rental charged during the year of $215,000 (2024: $215,000) was based on market rates.
-
Dura Group Holdings Pty Ltd and its subsidiary Dura Sales (Aust) Pty Ltd (Dura Sales) are related entities of Paul Torrance. Dura Sales subleases part of the property at 585 Varty Street, Weston NSW 2326 from Alfabs Mining Equipment Pty Ltd for $1,000 per month plus GST. The total rental received was $11,000 (2024: $6,000).
-
Dura Sales (Aust) Pty Ltd acquired workshop and transport services from the Group during the year, at market rates, totalling $40,580 (2024: $nil).
-
Dura Operations (Aust) Pty Ltd (Dura Operations) is a related entity of Paul Torrance. During the year Dura Operations acquired a Toyota Hilux at market value of $55,000 plus GST. Equipment was also hired by the Group to Dura Operations, at market rates, totalling $4,400.
-
Paul Torrance acquired workshop related services from the Group during the year, at market rates, totalling $931. Paul also charged the group equipment hire during the year, at deemed market value, totalling $6,160 (2024: $nil).
-
Matthew Torrance acquired workshop related services from the Group during the year, at market rates, totalling $3,657 (2024: $nil).
Paul Torrance served as Key Management Personnel until his resignation as a Director on 29 May 2024. As a significant shareholder of the Group, he continues to be considered a related party after his resignation.
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
==> picture [484 x 104] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Current receivables:
Trade receivables from other related parties 1,529 21,210
Current payables:
Trade payables to key management personnel – 495
----- End of picture text -----
Annual Report 2025
67
Notes to the Consolidated Financial Statements continued
Loans to/from related parties
==> picture [484 x 295] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Loans receivable (note 10)
Opening balance – 4,915,110
Interest accrued – 162,026
Advanced – 162,779
Repaid – (329,915)
Transferred to dividends payable – (4,910,000)
Closing balance – –
Loans payable (note 18)
Opening balance – 210,256
Advanced – 20,000
Repaid – (10,256)
Transferred to dividends payable – (220,000)
Closing balance – –
2025 2024
$ $
Lease payable
Closing balance 6,588,827 5,617,472
----- End of picture text -----*
Note 29. Parent entity information
Set out below is the supplementary information about the legal parent entity (Alfabs Australia Limited).
Statement of profit or loss and other comprehensive income
==> picture [484 x 82] intentionally omitted <==
----- Start of picture text -----
Parent
2025 2024
$ $
Loss after income tax (3,295,458) (1,274,134)
Other comprehensive income for the year, net of tax – –
Total comprehensive income (3,295,458) (1,274,134)
----- End of picture text -----
Alfabs Australia Limited
68
Notes to the Consolidated Financial Statements continued
Statement of financial position
==> picture [484 x 220] intentionally omitted <==
----- Start of picture text -----
Parent
2025 2024
$ $
Total current assets 4,981,457 18,145,167
Total non-current assets 41,928,764 41,684,064
Total assets 46,910,221 59,829,231
Total current liabilities 898,884 6,474,789
Total non-current liabilities – –
Total liabilities 898,884 6,474,789
Net assets 46,011,337 53,354,442
Equity
Issued capital 54,622,759 54,622,759
Share-based payments reserve 256,991 5,817
Accumulated losses (8,868,413) (1,274,134)
Total equity 46,011,337 53,354,442
----- End of picture text -----
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity is a cross-guarantor in relation to the debts of its subsidiaries as at 30 June 2025 and 30 June 2024.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2025 and 30 June 2024.
Capital commitments – Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2025 and 30 June 2024.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following:
-
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
-
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.
Annual Report 2025
69
Notes to the Consolidated Financial Statements continued
Note 30. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2:
==> picture [484 x 256] intentionally omitted <==
----- Start of picture text -----
Ownership interest
Principal place of business/ 2025 2024
Name Country of incorporation % %
Alfabs Mining Equipment Pty Ltd Australia 100% 100%
AME Group Holdings Pty Ltd Australia 100% 100%
ADP Equipment Pty Ltd Australia 100% 100%
Alfabs Hire Pty Ltd Australia 100% 100%
Alfabs Logistics Pty Ltd Australia 100% 100%
ADP Stores Pty Ltd Australia 100% 100%
Alfabs Engineering Group Pty Ltd Australia 100% 100%
Alfabs Services Pty Ltd Australia 100% 100%
Alfabs Protective Coatings Pty Ltd Australia 100% 100%
Alfabs Forklift and Access Pty Ltd Australia 100% 100%
Camel Hire Company Pty Ltd Australia 100% 100%
Alfabs Administration Pty Ltd Australia 100% 100%
Alfabs Labour Hire Pty Ltd Australia 100% 100%
Alfabs Property Pty Ltd Australia 100% 100%
Alfabs No 1 Pty Ltd Australia 100% –
----- End of picture text -----*
- Alfabs No 1 Pty Ltd was incorporated on 24 June 2025.
Unless otherwise stated, the subsidiaries have share capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group.
Note 31. Events after the reporting period
On 25 August 2025, the Board approved the payment of a dividend of 1.7 cents per share with a record date of 16 September 2025.
On 3 July 2025:
-
(a) Richard Hughes and Timothy Heenan of Deloitte SRT Pty Ltd were appointed as Voluntary Administrators of Dartbrook Commercial Pty Ltd ACN 665 337 413 (Dartbrook Commercial) (among other Dartbrook entities); and
-
(b) Ben Campbell and David McGrath of FTI Consulting (Australia) Pty Limited were appointed as Receivers and Managers to certain assets of Dartbrook Commercial.
As at 30 June 2025, $1,053,942.24 was owing to Alfabs by Dartbrook Commercial, which amount is included in the trade receivables (Dartbrook Debt). Alfabs hold a parent company guarantee from Australian Pacific Coal Limited (ASX:AQC), which guarantees payment of the Dartbrook Debt.
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.
Alfabs Australia Limited
70
Notes to the Consolidated Financial Statements continued
Note 32. Cash flow information
Reconciliation of profit after income tax to net cash from operating activities
==> picture [484 x 314] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Profit after income tax expense for the year 12,170,448 3,664,404
Adjustments for:
Depreciation and amortisation 9,139,662 7,736,679
Reversal of impairment – (300,000)
Share-based payments 251,174 152,817
Net gain on disposal of non-current assets (658,426) (129,738)
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables (4,535,207) 1,969,614
Decrease/(increase) in contract assets (1,099,664) 1,289,625
Decrease/(increase) in inventories (4,276,479) 5,358,755
Decrease in deferred tax assets 409,807 262,647
Increase in prepayments (695,632) –
Increase/(decrease) in trade and other payables 773,306 (1,514,191)
Increase/(decrease) in contract liabilities 416,618 (4,838,128)
Increase/(decrease) in provision for income tax (844,221) 2,605,034
Increase/(decrease) in deferred tax liabilities (780,119) 583,663
Increase in employee benefits 359,137 496,289
Net cash from operating activities 10,630,404 17,337,470
----- End of picture text -----
Non-cash investing and financing activities
==> picture [484 x 83] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Shares issued to acquire properties – 9,969,739
Related loans receivable offset against dividends payable – 4,910,000
Related party loans payable transferred to dividends payable – 220,000
----- End of picture text -----
Annual Report 2025
71
Notes to the Consolidated Financial Statements continued
Changes in liabilities arising from financing activities
==> picture [484 x 193] intentionally omitted <==
----- Start of picture text -----
Equipment Related
Leases Bank loan finance party loans Total
Consolidated $ $ $ $ $
Balance at 1 July 2023 2,953,693 2,000,000 12,268,571 210,256 17,432,520
Net cash from/(used in)
financing activities (628,041) 7,183,981 (5,634,456) 9,744 931,228
– – –
Loan attaching to purchase of property 3,557,550 3,557,550
Acquisition of plant and equipment
– – –
by means of leases 3,835,425 3,835,425
– – –
Transfer to dividends payable (220,000) (220,000)
Balance at 30 June 2024 6,161,077 12,741,531 6,634,115 – 25,536,723
Net cash from/(used in)
–
financing activities (767,920) (9,778,981) 19,406,210 8,859,309
Balance at 30 June 2025 5,393,157 2,962,550 26,040,325 – 34,396,032
----- End of picture text -----
The total cash outflow for leases (inclusive of interest) in 2025 was $1,165,400 (2024 – $1,085,375).
Note 33. Earnings per share
==> picture [484 x 249] intentionally omitted <==
----- Start of picture text -----
Consolidated
2025 2024
$ $
Profit after income tax 12,170,448 3,664,404
Non-controlling interest – (110,861)
Profit after income tax attributable to the owners of Alfabs Australia Limited 12,170,448 3,553,543
Number Number
Weighted average number of ordinary shares used in calculating
basic earnings per share 286,588,003 165,553,232
Adjustments for calculation of diluted earnings per share:
–
Options over ordinary shares 2,797,477
Weighted average number of ordinary shares used in calculating
diluted earnings per share 289,385,480 165,553,232
Cents Cents
Basic earnings per share 4.25 2.15
Diluted earnings per share 4.21 2.15
----- End of picture text -----
Alfabs Australia Limited
72
Notes to the Consolidated Financial Statements continued
Note 34. Share-based payments
(a) Employee Share Option Plan (ESOP)
The Company has implemented an employee share option plan (ESOP) to assist in attracting, motivating and retaining management and employees. The aggregate pool of interests under the ESOP is limited to an interest in 11,000,000 shares. A total of 6,000,000 options were granted to the Managing Director and Finance Director and 5,000,000 options were granted to other senior employees pursuant to the ESOP. The options have an exercise price of 30 cents. The options granted to the Managing Director and Finance Director are only subject to time-based service conditions, and the options granted to senior employees will vest if any other conditions as determined by the Directors have been satisfied. The Directors and senior employees must be employed by the Group on vesting date. The options vest 35 months from grant date and expiry 47 months after grant date. The total fair value of the options granted was $385,000.
(b) Other options
In relation to its IPO and listing on the Australian Securities Exchange, the Company granted 7,000,000 Advisor Options to the joint lead managers, the financial advisor, and the legal advisor. The Advisor Options vest 35 months from issue date and expire 47 months from issue date. The options have an exercise price of 30 cents. The total fair value of the options granted was $245,000.
As part of the arrangements leading up to the IPO of Alfabs Australia Limited, the Non-Executive Directors received an award of 6,000,000 unlisted options. The options have an exercise price of 30 cents and are only subject to time-based service conditions. The Non-Executive Directors must be members of the Board on vesting date to be entitled to exercise the options. The options vest 35 months from grant date and expiry 47 months after grant date. The total fair value of the options granted was $210,000.
Set out below are summaries of options granted:
| 2025 Grant date 20/06/2024 |
Expiry date 20/05/2028 |
Exercise price $0.3000 |
Balance at the start of the year 11,000,000 |
Granted – |
Exercised – |
Expired/ forfeited/ other (1,000,000) |
Balance at the end of the year 10,000,000 |
|---|---|---|---|---|---|---|---|
| 24/06/2024 | 24/05/2028 | $0.3000 | 13,000,000 | – | – | (2,000,000) | 11,000,000 |
| 24,000,000 | – | – | **(3,000,000) ** | 21,000,000 | |||
| Weighted average exercise | price | $0.3000 | $0.0000 | $0.0000 | $0.0000 | $0.3000 | |
| 2024 Grant date |
Expiry date | Exercise price |
Balance at the start of the year |
Granted | Exercised | Expired/ forfeited/ other |
Balance at the end of the year |
| 20/06/2024 | 20/05/2028 | $0.3000 | – | 11,000,000 | – | – | 11,000,000 |
| 24/06/2024 | 24/05/2028 | $0.3000 | – | 13,000,000 | – | – | 13,000,000 |
| **– ** | 24,000,000 | – | **– ** | 24,000,000 | |||
| Weighted average exercise | price | $0.0000 | $0.3000 | $0.0000 | $0.0000 | $0.3000 |
No options were exercisable at 30 June 2025 and 30 June 2024.
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.9 years (2024: 3.9 years).
The total expense arising from share-based payment transactions recognised during the year as part of employee benefit expense was $251,174 (2024: $5,817).
Annual Report 2025
73
Notes to the Consolidated Financial Statements continued
For the options granted during the prior financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| Grant date 20/06/2024 |
Expiry date 20/05/2028 |
Share price at grant date $0.2500 |
Exercise price $0.3000 |
Expected volatility 33.10% |
Dividend yield 4.00% |
Risk-free interest rate 4.04% |
Fair value at grant date $0.035 |
|---|---|---|---|---|---|---|---|
| 24/06/2024 | 24/05/2028 | $0.2500 | $0.3000 | 33.10% | 4.00% | 4.04% | $0.035 |
Accounting policy for share-based payments
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. As the Group did not have sufficient ASX trading history, the expected volatility has been determined reviewing the volatility rates used by Companies within the same industry, with an average of the outcome of this review used.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
Alfabs Australia Limited
74
Consolidated Entity Disclosure Statement
As at 30 June 2025
Alfabs Australia Limited is required by Australian Accounting Standards to prepare consolidated financial statements in relation to the Company and its controlled entities (the consolidated entity).
In accordance with subsection 295(3A) of the Corporations Act 2001 , this consolidated entity disclosure statement provides information about each entity that was part of the consolidated entity at the end of the financial year.
==> picture [483 x 38] intentionally omitted <==
----- Start of picture text -----
Place formed/ Ownership
Country of interest
Entity name Entity type incorporation % Tax residency
----- End of picture text -----
| Alfabs Australia Ltd | Body Corporate | Australia | Australia | |
|---|---|---|---|---|
| Alfabs Mining Equipment Pty Ltd | Body Corporate | Australia | 100% | Australia |
| AME Group Holdings Pty Ltd | Body Corporate | Australia | 100% | Australia |
| ADP Equipment Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Alfabs Hire Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Alfabs Logistics Pty Ltd | Body Corporate | Australia | 100% | Australia |
| ADP Stores Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Alfabs Engineering Group Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Alfabs Services Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Alfabs Protective Coatings Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Alfabs Forklift and Access Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Camel Hire Company Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Alfabs Administration Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Alfabs Labour Hire Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Alfabs Property Pty Ltd | Body Corporate | Australia | 100% | Australia |
| Alfabs No 1 Pty Ltd | Body Corporate | Australia | 100% | Australia |
At the end of the financial year, no other entity within the consolidated entity was a trustee of a trust within the consolidated entity, a partner in a partnership within the consolidated entity, or a participant in a joint venture within the consolidated entity.
Annual Report 2025
75
Directors’ Declaration
30 June 2025
In the Directors’ opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001 , the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
-
the attached financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2025 and of its performance for the financial year ended on that date;
-
there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable; and
-
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001 .
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001 .
On behalf of the Directors
==> picture [112 x 35] intentionally omitted <==
William Wavish Chair 25 August 2025 Kurri Kurri
==> picture [142 x 30] intentionally omitted <==
Matthew Torrance
Managing Director and Chief Executive Officer
Alfabs Australia Limited
76
to the members of Alfabs Australia Limited
Independent Auditor’s Report
Independent auditor’s report
To the members of Alfabs Australia Limited ACN 674 455 442
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Alfabs Australia Limited (“the Company”) and its controlled entities (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2025, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:
(a) giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its financial performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Annual Report 2025
77
Independent Auditor’s Report continued
Key Audit Matter How our audit addressed the key audit matter Revenue recognition and other related balances: Refer to note 5 – Revenue – rendering of services $62,040,782, note 11 – Contract assets $1,723,955, note 12 – Work in progress at cost $2,019,702, note 17 - Contract liabilities $3,301,106 This was a key audit matter because of its Our procedures included: significance to profit and the high level of estimation and judgement required in assessing the timing of • Obtaining an understanding of and evaluating the recognising revenue on the revenue stream design and implementation of controls ‘provision of services‘ (i.e. maintenance services surrounding revenue recognition and project and projects contracts) which have a variety of costing for provision of services. terms and conditions depending on the specific • Testing the classification of ‘provision of services’ customer and contract. As a result the Group between revenue over time or at a point in time. satisfies the performance obligations both at a point in time and overtime. • Selecting a sample of open contracts for ‘provision of services’ recognised over time and: Revenue recognition in relation to ‘provision of • obtaining an understanding of the terms and services’ is complex for open contracts where conditions of these contracts; revenue is recognised over time because it is based • obtaining an understanding of the estimates of on the Group’s estimates of: total contract revenue and forecast contract • the stage of completion of the contract activity costs and evaluating the percentage of • total forecast contract costs, and completion based on the actual costs incurred • variable consideration to date and the estimated costs to complete; and Additionally, due to contractual terms and certain • evaluating the margin recognised on the customers requiring payment claims to be contract to date against management’s latest submitted and approved prior to invoices being assessment of the expected contract margin issued there is judgement involved to determine if a and also the original quoted margin. contract asset and the associated revenue should be recognised. •
-
Testing the operating effectiveness of controls over the occurrence and allocation of both labour and materials to project costs to assess the accuracy of project margins.
-
Testing operating effectiveness of controls over the creation and approval of jobs and their periodic invoicing reflecting costs and completion to date.
-
• Assessing the adequacy of disclosures in the financial statements.
Alfabs Australia Limited 2025
Alfabs Australia Limited
78
Independent Auditor’s Report continued
Key Audit Matter
How our audit addressed the key audit matter
Malabar Contract: Relevant components of the following disclosures have been targeted by our audit risk assessment: Note 5 – Revenue – Hire of equipment $25,319,214, note 14 – Property, plant and equipment – Plant, machinery and vehicles $84,302,217, note 17 - Contract liabilities $3,301,106, note 18 – Borrowings – Equipment finance $29,002,875.
Our procedures included:
This was a key audit matter because of the financial significance and complexity of the Malabar Contract entered into with Malabar Resources Limited and • Maxwell Ventures Pty Ltd (the ‘Customer’).
Obtaining an understanding of and evaluating the terms of the Malabar Contract and the associated debt financing facility;
-
The arrangement involves a substantial loan facility • Testing the capitalisation of major plant and to fund the acquisition and overhaul of major plant machinery relating to the Malabar Contract and machinery for subsequent hire to the Customer, against the Group’s capitalisation policy; which introduces risks related to:
-
Assessing whether there were indicators of impairment for major plant and machinery or capital work in progress;
-
the capitalisation of major plant and machinery;
-
revenue recognition under the hire arrangement • Evaluating the revenue recognition methodology with the Customer; and applied to the hire arrangement in accordance
-
• compliance with financial covenants attached to with AASB 15;
-
compliance with financial covenants attached to with AASB 15; the related debt facility. • Testing the calculation of the contract liability with reference to revenue recognised over the hire
-
These areas require Management judgements and period to date and payments received to date;
These areas require Management judgements and period to date and payments received to date; have a material impact on the Group’s financial • Evaluating compliance with financial covenants position and performance. attached to the debt facility, including review of loan documentation;
-
Testing of financial covenant calculations;
-
• Assessing the adequacy of disclosures in the financial statements relating to the Malabar Contract.
Other Information
The directors are responsible for the other information. The other information comprises the information included in the Group’s directors’ report for the year ended 30 June 2025 but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Alfabs Australia Limited 2025
Annual Report 2025
79
Independent Auditor’s Report continued
Responsibilities of the Directors for the Financial Report
-
The directors of the Company are responsible for the preparation of: a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 ; and
-
b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001 ; and
for such internal control as the directors determine is necessary to enable the preparation of:
-
(i) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and
-
(ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
-
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
Alfabs Australia Limited 2025
Alfabs Australia Limited
80
Independent Auditor’s Report continued
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 22 to 29 of the directors’ report for the year ended 30 June 2025. In our opinion, the Remuneration Report of Alfabs Australia Limited, for the year ended 30 June 2025, complies with section 300A of the Corporations Act 2001 .
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
SHAUN MAHONY Partner 25 August 2025
Pitcher Partners NH Partnership Newcastle
Alfabs Australia Limited 2025
Annual Report 2025
81
Shareholder Information
30 June 2025
The shareholder information set out below was applicable as at 4 August 2025.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
| Options over | ||||
|---|---|---|---|---|
| Ordinary shares | ordinary shares | |||
| Number of holders % of total shares issued |
Number of holders % of total shares issued |
|||
| 1 to 1,000 | 5,083 | – | – | – |
| 1,001 to 5,000 | 900,667 | 0.3 | – | – |
| 5,001 to 10,000 | 906,943 | 0.3 | – | – |
| 10,001 to 100,000 | 8,794,599 | 3.1 | – | – |
| 100,001 and over | 275,980,711 | 96.3 | 13 | 100.0 |
| 286,588,003 | 100.0 | 13 | 100.0 | |
| Holdingless than a marketableparcel | 21 | – | – | – |
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
==> picture [483 x 50] intentionally omitted <==
----- Start of picture text -----
Ordinary shares
% of total
Number shares
held issued
----- End of picture text -----
| Paul Torrance | 140,026,003 | 48.9 |
|---|---|---|
| HSBC Custody Nominees (Australia) Limited | 26,635,397 | 9.3 |
| Salter Brothers Emerging Companies Limited | 25,881,643 | 9.0 |
| Bill Wavish | 5,733,333 | 2.0 |
| Mr Matthew Torrance | 4,267,000 | 1.5 |
| Mr Andrew Torrance | 4,267,000 | 1.5 |
| Yvonne Wavish | 4,266,667 | 1.5 |
| Timster Pty Limited – The McRod Super Fund A/C | 3,999,999 | 1.4 |
| Richvale Pty Ltd | 3,133,333 | 1.1 |
| Rathvale Pty Limited | 2,916,666 | 1.0 |
| Sovori Pty Ltd – The Sovori A/C | 2,666,666 | 0.9 |
| Mr Murray Edward Bleach & Mrs Norma Leigh Edwards – The Bleach Super A/C | 2,666,666 | 0.9 |
| Acron Holdings Pty Ltd – Acron Superannuation Fund | 2,000,000 | 0.7 |
| Onmell Pty Ltd – Onm Bpsf A/C | 1,599,999 | 0.6 |
| Lollywatch Pty Ltd – Pst Super A/C | 1,591,999 | 0.6 |
| MWH Nominees No 1 Pty Ltd | 1,530,000 | 0.5 |
| Mrs Michele Torrance | 1,440,000 | 0.5 |
| Vardon Investments Pty Ltd – Vardon Investments Unit A/C | 1,334,000 | 0.5 |
| Timster Pty Limited – The Mcrod Super Fund A/C | 1,333,334 | 0.5 |
| G Chan Pension PtyLimited – Chan Super Fund A/C | 1,333,333 | 0.5 |
| 238,623,038 | 83.4 |
Alfabs Australia Limited
82
Shareholder Information continued
Unquoted equity securities
| Number on issue |
Number of holders |
|
|---|---|---|
| Options over ordinary shares issued | 21,000,000 | 13 |
No persons hold 20% or more of unquoted equity securities.
Substantial holders
Substantial holders in the Company are set out below:
| Substantial holders Substantial holders in the Company are set out below: |
|
|---|---|
| Ordinary shares | |
| Number held % of total shares issued |
|
| Paul Torrance | 140,026,003 48.9 |
| HSBC Custody Nominees (Australia) Limited | 26,635,397 9.3 |
| Salter Brothers Emerging Companies Limited | 25,881,643 9.0 |
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
There are no other classes of equity securities.
Annual Report 2025
83
Corporate Directory
30 June 2025
Directors
William Wavish Non-Executive Chairman
Matthew Torrance Managing Director and Chief Executive Officer
Mark Harrison Finance Director and Chief Financial Officer Aimee Travis Non-Executive Director
Solicitors
Travis Partners Law
Level 3 The Boardwalk 1 Honeysuckle Drive Newcastle NSW 2300
Bankers
National Australia Bank Limited
Company secretary
Clayton Freeman
Registered office and Principal place of business
152 Mitchell Avenue Kurri Kurri NSW 2327
Level 3 2 Carrington Street Sydney NSW 2000
Stock exchange listing
Alfabs Australia Limited shares are listed on the Australian Securities Exchange (ASX code: AAL)
Website
Share register
www.alfabs.com.au
Automic Group
Level 5 126 Phillip Street Sydney NSW 2000
Corporate Governance Statement
www.alfabs.com.au/corporate-governance/
Auditor
Pitcher Partners NH Partnership
Level 5 12 Stewart Avenue Newcastle West NSW 2302
Alfabs Australia Limited
84
This page has been left blank intentionally.
colliercreative.com.au #ALF0010
Annual Report 2025
85
==> picture [91 x 88] intentionally omitted <==
alfabs.com.au