COMMS GROUP LTD — Interim / Quarterly Report 2024

Feb 20, 2024

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APPENDIX 4D

Under ASX Listing Rule 4.2A

Current reporting period 1 July 2023 to 31 December 2023 Prior corresponding period 1 July 2022 to 31 December 2022

1. RESULTS FOR ANNOUNCEMENT TO THE MARKET

	Increase / Decrease	Change %	To $'000
Revenuefromordinary activities	962	3.7%	26,963
Lossfromordinary activities aftertaxattributable tomembers	(1,040)	(136)%	(272)
NetLossforthe period attributable tomembers	(994)	(136)%	(265)

Dividend

No dividend has been declared.

Operating and Financial Review

On a Group basis including all ordinary operations, Underlying EBITDA for the reporting period has increased significantly from $2.269m of the prior corresponding period to $2.971m generated as follows.

	$’000
Statutory profit for theperiod before income tax	(295)
Add: Depreciation and amortisation	1,560
Add: Finance charges	464
EBITDA	1,729
Add:Share based payments	292
Add: Business acquisition,integration and restructuringcosts	449
Add:One-offcosts	618
Less: Non-operatingincome	(117)
UnderlyingEBITDA	2,971

Whilst reporting a Net Loss of $0.265m for the Group relative to a Net Profit of $0.729m reported for the prior corresponding period, the prior corresponding period included a Gain on the write back of contingent consideration of $2.464m. Excluding this non-operating gain a loss would have been reported for the prior corresponding period of $1.696m that has reduced significantly in the current period to $0.265m.

With regards to the increase in Underlying Earnings the Group has significantly benefitted from restructuring performed in April 2023 and further operating cost synergies realised since the prior corresponding period.

2. NET TANGIBLE ASSET PER SECURITY

Net tangible assets per ordinary share: (3.3) cents per share (2022: (3.4)).

3. ENTITIES OVER WHICH CONTROL HAS BEEN GAINED DURING THE PERIOD

None.

4. OTHER

Additional Appendix 4D disclosure requirements and further information including commentary on significant features of the operating performance, results of segments, trends in performance and other factors affecting the results for the current period are contained in the Half-Year Financial Report 2023.

The consolidated financial statements contained within the Half-Year Financial Report 2023, of which this report is based upon, have been reviewed by the company’s auditors, BDO.

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Comms Group Limited

Interim Financial Report For the half year ended 31 December 2023 ACN 619 196 539

Comms Group Limited Directors’ report for the half year ended 31 December 2023

Directors’ report

Your directors present their report on the consolidated entity consisting of Comms Group Limited (the “Company”) and the entities it controlled (collectively “Comms Group” or “Group”) at the end of or during the financial half year ended 31 December 2023.

Directors

The following persons were directors of the Company during the whole of the financial half year up to the date of this report, unless otherwise stated:

J A Mackay - Independent Non-Executive Chairman

P J McGrath - Executive Director, Chief Executive Officer

B J Jennings – Non-Executive Director

C E Bibby – Independent Non-Executive Director

Ryan O’Hare – Non-Executive Director

Principal activities

Comms Group is a telecommunications and IT services business, providing a comprehensive range of telco and IT managed services. Comms Group services clients in Australia and internationally including New Zealand and Singapore.

Subsequent to a strategic review conducted during the period and a decision to classify the IT services or ICT business as held for sale, the principal continuing activities of Comms Group will be the provision of a full range of telecommunications services from the Cloud including cloud communications, UCaaS (unified communications) and CPaaS (communications platform as a service) services to business and wholesale customers in Australia and internationally.

For the half year ended 31 December 2023 Comms Group derived revenue from the sale of the above-mentioned IT and telecommunications services. These revenues consist of recurring charges for access to facilities and capabilities as well as consumption charges for variable usage of those facilities. Revenue was also derived from the installation and sale of hardware, equipment and consulting services to support the primary products of the business.

There were no significant changes in the nature of the activities of Comms Group during the reporting period.

Dividends

The Directors have resolved not to pay an interim dividend for the period ended 31 December 2023.

Review of operations

The Group generated revenue of $26.96m during the period from all operations, an increase of $0.96m from the prior year.

The Group generated an Underlying EBITDA of $2.97m during the period from all operations, an increase of $0.69m from the prior corresponding period. Excluding the ICT business the Group generated Underlying EBITDA of $1.63m during the period compared to $1.43m from the prior year. These increases include the benefit of synergies realised over the last 18 to 24 months, cost savings from restructuring conducted in April 2023 and continued emphasis on cost control.

The Group’s cash position at 31 December 2023 was $2.42m cash on hand. Whilst reporting statutory net cash inflow from operations of $1.71m, excluding payments for acquisition, restructuring, integration and other one-off expenses underlying cashflows from operations was approximately $2.77m. Significant non-operating cash payments during the period included term loan repayments of $0.5m.

1

Comms Group Limited Directors’ report for the half year ended 31 December 2023

A reconciliation of underlying EBITDA from all and continuing operations to the reported profit before tax from all and continuing operations in the consolidated statement of profit or loss and comprehensive income is tabled below:

	All $000	Continuing $000
Revenue	26,963	17,674
Reported profit before income tax	(295)	(974)
Add: Depreciation and amortisation(1)	1,560	1,074
Add: Finance charges(1)	464	422
EBITDA	1,729	522
Add: Share based payments	292	292
Add: Business acquisition, integration and restructuring costs	449	321
Add: Legal costs, international expansion (considered one-off)	335	335
Add: Travel and other costs, international expansion (considered one-off)	116	116
Add: Property outgoings, vacated office (considered one-off)	64	64
Add: Other one-off costs	103	91
Less: Other income – non-operating	(117)	(110)
Underlying EBITDA	2,971	1,631

(1) Includes lease interest and depreciation as per AASB 16

The Underlying EBITDA from operations is a non-IFRS measure that is presented to provide an understanding of the underlying performance of the Group’s operations. In the opinion of the Directors, the Group’s underlying EBITDA reflects the results generated from ongoing operating activities which excludes non-operating adjustments that are considered to be non-cash or non-recurring in nature. These items are included in the Group’s consolidated statutory result but excluded from the underlying result. The non-IFRS financial information is unaudited.

Earnings per share

Earnings per share for the period is as follows:

arnings per share for the period is as follows:
	Cents per security
Earnings per share (cents)	(0.07)
Diluted earnings per share (cents)	(0.07)

Operating segment

The Group has three operating segments under AASB 8 Operating Segments including Global (International, Wholesale and Enterprise), SME telecommunications and ICT services. Customers with similar and primarily telecommunication needs are allocated to either Global or SME based on their size and customers with primarily IT managed service needs are allocated to ICT (including those customers acquired as part of the onPlatinum acquisition). These customer bases are then managed by dedicated resources and each division has its own CEO, responsible for the delivery of service to all customers categorised to that division and financial performance of the division.

For internal purposes, each division has its own monthly and annual budget, against which actual results are measured and reported through to the Board of Directors.

The Group's revenues from external customers are predominantly domiciled in Australia.

Significant changes in the state of affairs

Subsequent to a strategic review conducted during the period, a decision was made to classify the IT services or ICT business as held for sale. No other significant changes in the state of affairs occurred during the period.

2

Comms Group Limited Directors’ report for the half year ended 31 December 2023

Events since the end of the interim financial period

No other matter or circumstance has arisen since 31 December 2023 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, the consolidated entity's state of affairs in future financial years or the strategic review commenced in 2022.

Insurance of officers and indemnities

During the period, Comms Group incurred a premium of $68,805 to insure the directors, officers and secretary of the Group.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a willful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

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 on page 4.

This report is made in accordance with a resolution of directors.

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John Mackay Non-Executive Chairman

Sydney 20 February 2024

3

Tel: +61 2 9251 4100 Level 11, 1 Margaret Street Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia

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DECLARATION OF INDEPENDENCE BY GARETH FEW TO THE DIRECTORS OF COMMS GROUP LIMITED

As lead auditor for the review of Comms Group Limited for the half-year ended 31 December 2023, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the review; and

2. No contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Comms Group Limited and the entities it controlled during the period.

Gareth Few Director

BDO Audit Pty Ltd

Sydney, 20 February 2024

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

Comms Group Limited ACN 619 196 539

Consolidated financial report – for the half year ended 31 December 2023

Contents	Page
Consolidated statement of profit or loss and other comprehensive income	6
Consolidated statement of financial position	7
Consolidated statement of changes in equity	8
Consolidated statement of cash flows	9
Notes to the consolidated financial statements	10
Directors' declaration	18
Independent auditor's review report to the members	19

5

Comms Group Limited Consolidated statement of profit or loss and other comprehensive income For the half year ended 31 December 2023

	Notes	31 December 2023 $	31 December 2022 $
Continuing operations
Revenue	4	17,674,863	17,743,508
Gain on write-back of contingent consideration		-	2,464,618
Other income		107,428	69,821
		17,782,291	20,277,947
Cost of sales		(9,304,145)	(9,921,916)
Employee benefits expense		(4,966,063)	(4,894,435)
Administration expenses		(731,349)	(694,415)
Sales & marketing expenses		(436,710)	(474,232)
Information technology expenses		(503,024)	(490,895)
Professional fees	5	(595,709)	(330,241)
Property expenses		(102,195)	(96,179)
Business acquisition and integration expenses		(277,060)	(169,923)
Share based payments		(291,670)	(544,284)
Other expenses		(52,491)	(13,185)
Finance expenses		(421,616)	(513,430)
Depreciation & amortisation	5	(1,074,289)	(1,073,413)
(Loss)/Profit before income tax		(974,030)	1,061,399
Income tax benefit / (expense)		232,530	(555,371)
Discontinued operations
Profit after income tax from discontinued operations	7	469,390	262,230
(Loss) / Profit for the period		(272,110)	768,258
Other comprehensive income
Foreign currency translation		6,375	(39,192)
Total comprehensive loss or income attributable to shareholders		(265,735)	729,066
Earnings per share for (loss) / profit from continuing	operations	attributable
to the ordinary equity holders of the company:
		Cents	Cents
Basic earnings per share		(0.19 )	0.14
Diluted earnings per share		(0.19)	0.13
Earnings per share for (loss) / profit from total operations attributable
to the ordinary equity holders of the company:
		Cents	Cents
Basic earnings per share		(0.07 )	0.21
Diluted earnings per share		(0.07)	0.20

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

6

Comms Group Limited Consolidated statement of financial position As at 31 December 2023

Notes Current assets Cash and cash equivalents Trade and other receivables Other current assets Prepaid Income Tax Assets classified as held for sale 7 Total current assets Non-current Assets Property, plant & equipment Right of use asset Goodwill Intangible assets Deferred tax assets Total non-current assets Total assets Current liabilities Trade and other payables Deferred revenue Provisions Borrowings 6 Lease liabilities Income tax payable Liabilities directly associated with assets classified as held for sale 7 Total current liabilities Non-current liabilities Provisions Deferred tax liability Borrowings 6 Lease liabilities Total non-current liabilities Total liabilities Net assets Equity Share capital Share based payment reserves Foreign currency translation reserve Accumulated losses Total Equity	31 December 2023 $ 30 June 2023 $ 2,418,584 1,928,582 4,411,674 5,572,767 1,779,199 2,113,964 353,072 - 21,129,776 -
	30,092,305 9,615,313
	91,048 178,744 309,195 2,293,993 16,069,798 21,723,405 11,056,083 22,047,434 872,496 1,811,979
	28,398,620 48,055,555
	58,490,925 57,670,868
	6,978,124 6,136,886 548,881 688,094 773,715 1,098,827 1,000,000 1,000,000 408,777 849,951 - 124,401 7,325,100 -
	17,034,597 9,898,159
	47,446 187,150 3,016,378 6,868,762 7,127,911 7,627,911 - 1,850,228
	10,191,735 16,534,051
	27,226,332 26,432,210
	31,264,593 31,238,658
	48,930,371 48,930,371 1,861,597 1,569,927 (137,027) (143,402) (19,390,348) (19,118,238)
	31,264,593 31,238,658

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

7

Comms Group Limited Consolidated statement of changes in equity For the half year ended 31 December 2023

Balance as at 1 July 2022 Profit for the period to 31 December 2022 Foreign currency translation Total comprehensive loss for the period Transactions with owners in their capacity as owners: Shares issued as deferred consideration Share based payments Cancellation of share options Balance as at 31 December 2022 Balance as at 1 July 2023 Loss for the period to 31 December 2023 Foreign currency translation Total comprehensive loss for the period Transactions with owners in their capacity as owners: Share based payments Balance as at 31 December 2023	Share capital Share- based payments reserves Foreign currency translation reserve Accumulated losses Total $ $ $ $ $ 47,778,371 981,088 (23,506) (18,732,496) 30,003,457 - - - 768,258 768,258 - - (39,192) - (39,192)
	- - (39,192) 768,258 729,066 1,000,000 1,000,000 - 544,284 - - 544,284 - (191,992) - 191,992
	48,778,371 1,333,380 (62,698) (17,772,246) 32,276,807
	48,930,371 1,569,927 (143,402) (19,118,238) 31,238,658 - - - (272,110) (272,110) - - 6,375 - 6,375
	- - 6,375 (272,110) (265,735) - 291,670 - - 291,670
	48,930,371 1,861,597 (137,027) (19,390,348) 31,264,593

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

8

Comms Group Limited Consolidated statement of cash flows For the half year ended 31 December 2023

Notes Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Interest paid Income tax paid Net cash inflows from operating activities Cash flows from investing activities Purchase of intangibles (software and IT systems) Proceeds from property, plant & equipment Payments for property, plant & equipment Payments for purchase of businesses, net of cash acquired Net cash outflows from investing activities Cash flows from financing activities Lease payments Net (payments)/proceeds from borrowings Net cash inflows / (outflows) from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at end of period	31 December 2023 31 December 2022 $ $ 29,169,399 27,960,813 (26,845,928) (27,102,998) 9,952 327 (403,720) (379,764) (216,865) -
	1,712,838 478,378
	(55,243) (131,673) 12,545 (74,370) (20,041) - (1,908,882)
	(117,068) (2,060,596)
	(605,768) (601,674) (500,000) 1,009,109
	(1,105,768) 407,435
	490,002 (1,174,783) 1,928,582 2,938,051
	2,418,584 1,763,268

9

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2023

1 General information

The financial statements cover Comms Group Limited as a consolidated entity consisting of Comms Group Limited and the entities it controlled at the end of, or during, the half year. The financial statements are presented in Australian dollars, which is Comms Group Limited’s functional and presentation currency.

Comms Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 3, 45 Clarence Street Sydney NSW 2000 Australia

A description of the nature of the entity's operations and its principal activities is included in the directors' report on page 1, which is not part of these financial statements.

These condensed interim financial statements were approved for issue on 20 February 2024. The directors have the power to amend and reissue the financial statements.

2 Significant accounting policies

This consolidated interim financial report for the half year ended 31 December 2023 has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This consolidated interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2023 and any public announcements made by the Comms Group during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

Comms Group has adopted all the new or amended Accounting Standards and Interpretations issued by the Australian Standards Board (AASB) that are mandatory for the current reporting period.

Any new or amended Accounting Standards and Interpretations that are not yet mandatory have not been early adopted.

10

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2023

3 Segment reporting

Identification of reportable operating segments

The Group has three operating segments under AASB 8 Operating Segments including Global (International, Wholesale and Enterprise), SME telecommunications and ICT services. These operating segments are based on the internal reports that are reviewed and used by the CEO and Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.

Other (non-operating) segments include the Head Office that accounts for the activities of the Board and other Group employees who provide services across the Group and other costs of being an ASX listed business.

On a monthly basis the CODM reviews each segments EBITDA that is prepared using the same accounting policies as those adopted in the financial statements.

ICT is disclosed in Note 7 Discontinued operations.

For the half year ended 31 December 2023 Revenue Sales to external customers Intersegment sales Total segment sales revenue Less: Intersegment eliminations Total revenue Underlying EBITDA – Segment Less corporate costs Underlying EBITDA – Group Plus: other income – non-operating Less: share based payments Less: acquisition, restructuring, one-off and restructuring costs EBITDA – Group Less: finance expenses Less: depreciation and amortisation Loss before tax – Group Less: Profit before tax – ICT Segment (Note 7) Loss before tax – Continuing Operations	Global SME ICT 5,849,713 11,844,298 9,269,634 361,929 19,837 19,148	Total 26,963,645 400,914
	6,211,642 11,864,135 9,288,782 (361,929) (19,837) (19,148)	27,364,559 (400,914)
	5,849,713 11,844,298 9,269,634	26,963,645
	678,149 2,212,958 1,339,782	4,230,889 (1,259,398)
		2,971,491 117,154 (291,670) (1,067,753)
		1,729,222 (464,688) (1,559,559)
		(295,025) (679,005)
		(974,030)

Intersegment transactions

Intersegment transactions were made at market rates. Taking advantage of existing accounts and economies of scale, Global and SME telecommunications purchase telecommunication services on behalf of each other. Intersegment transactions are eliminated on consolidation.

Intersegment receivables and payables

Intersegment receivables and payables are eliminated on consolidation.

Major customers

During the six months ended 31 December 2023 no individual customer accounted for more than 10% of Group revenues.

11

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2023

For the half year ended 31 December 2022 Revenue Sales to external customers Intersegment sales Total segment sales revenue Less: Intersegment eliminations Total revenue Underlying EBITDA – Segment Less corporate costs Underlying EBITDA – Group Plus: other income – non-operating Less: share based payments Less: acquisition, restructuring, one-off and restructuring costs EBITDA – Group Less: finance expenses Less: depreciation and amortisation Profit before tax – Group Less: Profit before tax – ICT Segment (Note 7) Profit before tax – Continuing Operations	Global SME ICT 5,568,004 12,175,504 8,257,584 643,584 2,072 -	Total 26,001,092 645,656
	6,211,588 12,177,576 8,257,584 (643,584) (2,072) -	26,646,748 (645,656)
	5,568,004 12,175,504 8,257,584	26,001,092
	665,324 1,753,654 852,923	3,271,901 (1,002,060)
		2,269,841 2,464,618 (544,284) (678,868)
		3,511,307 (564,499) (1,529,894)
		1,416,914 (355,515)
		1,061,399

Intersegment transactions

Intersegment transactions were made at market rates. Taking advantage of existing accounts and economies of scale, Global and SME telecommunications purchase telecommunication services on behalf of each other. Intersegment transactions are eliminated on consolidation.

Intersegment receivables and payables

Intersegment receivables and payables are eliminated on consolidation.

Major customers

During the six months ended 31 December 2022 no individual customer accounted for more than 10% of Group revenues.

12

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2023

4 Revenue

Sales revenue Voice revenue Data revenue Managed service revenue Sales revenue Global division SME telecommunications division ICT services division (See note 7)	Consolidated Consolidated Restated(1) 31 December 2023 31 December 2022 $ $ 10,782,575 9,782,906 5,879,375 6,658,311 1,012,913 1,302,291
	17,674,863 17,743,508
	Consolidated Consolidated Restated(1) 31 December 2023 31 December 2022 $ $ 5,811,417 5,568,004 11,863,446 12,175,504 - -
	17,674,863 17,743,508

Disaggregation of revenue

The Group derives its revenue from the delivery of hosted voice, data and enterprise networks and cloud based communication enablement services that are recognised over the term of the contract. The table above provides a breakdown of revenue by major business line. As disclosed in note 3 the Group has three operating segments.

The disaggregation of revenue from contracts with customers is as follows:

Timing of revenue recognition Revenue recognised over time Revenue recognised at a point in time Revenue from direct customers Revenue from wholesale customers	Consolidated Consolidated Restated(1) 31 December 2023 31 December 2022 $ $ 17,558,134 17,632,178 116,729 111,330
	17,674,863 17,743,508
	12,893,417 13,985,139 4,781,446 3,758,369
	17,674,863 17,743,508

(1) Numbers have been restated to exclude ICT segment (Note 7)

13

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2023

5 Individually significant profit or loss items

Depreciation and amortisation Depreciation expense Depreciation – right of use assets Amortisation of intangibles Total depreciation and amortisation Interest Expense Interest expense Interest on lease liability Total interest expense Other costs Share based payments Superannuation guarantee expense Restructuring costs Professional fees Legal fees Other professional fees Total professional fees	Consolidated Consolidated Restated(1) 31 December 2023 31 December 2022 $ $ 127,712 98,547 268,238 301,078 678,339 673,788
	1,074,289 1,073,413
	406,968 485,389 14,648 28,041
	421,616 513,430
	291,670 544,284 380,506 385,088 277,060 169,923 342,710 175,028 252,999 155,213
	595,709 330,241

(1) Numbers have been restated to exclude ICT segment (Note 7)

14

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2023

6 Borrowings

	Consolidated	Consolidated
	31 December 2023	30 June 2023
	$	$
Current liabilities
Term loan	1,000,000	1,000,000
Non-current liabilities
Term loan	7,127,911	7,627,911
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
	Consolidated
	31 December 2023	30 June 2023
Total facilities
Bank overdraft	700,000	700,000
Bank term loans	8,750,000	9,250,000
	9,450,000	9,950,000
Used at the reporting date
Bank overdraft	-	-
Bank term loans	8,127,911	8,627,911
	8,127,911	8,627,911
Unused at the reporting date
Bank overdraft	700,000	700,000
Bank loans	622,089	622,089
	1,322,089	1,322,089

Financing arrangements

Unrestricted access was available at the reporting date to the following lines of credit:

The Term Loan has a term of 3 years from February 2022 and repayments of $ $0.25m per quarter.

Security includes fixed and floating charges from Comms Group Limited and all subsidiaries and Guarantees from all Australian registered lending and non-lending Group entities.

15

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2023

7 Discontinued operations

Following a strategic review, the group has classified the ICT business as assets held for sale.

The Group intends to exit the ICT business within the next six to twelve months and has initiated an active program to locate a buyer for it. Consequently, the assets and liabilities of the ICT business have been classified as held for sale as at 31 December 2023. The associated earnings for the current and comparative periods have been classified as discontinued operations in the consolidated statement of profit or loss and other comprehensive income and all related note disclosures.

Financial information for discontinued operations is summarised below:

Revenue Expenses Profit before income tax from discontinued operations Income Tax Profit after income tax from discontinued operations Cash flows from/(used in) discontinued operations Net cash inflow / (outflow) from operating activities Net cash inflow / (outflow) from investing activities Net cash inflow / (outflow) from financing activities	31 December 2023 31 December 2022 9,288,782 8,257,584 (8,609,777) (7,902,069)
	679,005 355,515
	(209,615) (93,285)
	469,390 262,230
	51,672 414,250 41,770 3,032 (233,544) (222,074)

Assets Trade and other receivables Other current assets Property, plant & equipment Right of Use Asset Goodwill Intangible assets Deferred tax assets Liabilities Trade and other payables Deferred revenue Lease liabilities Provisions Deferred tax liability Net Assets	31 December 2023 $ 2,387,751 635,079 111,085 1,520,801 5,653,607 10,097,477 723,976
	21,129,776 1,402,811 144,688 1,664,671 631,997 3,480,933
	7,325,100
	13,804,676

16

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2023

8 Events occurring after the reporting period

No other matter or circumstance has arisen since 31 December 2023 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, the consolidated entity's state of affairs in future financial years or the strategic review commenced in 2022.

17

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2023

Directors’ declaration

In the Directors' opinion:

• the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 Interim Financial Reporting, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

• the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2023 and of its performance for the financial half year ended on that date; and

• there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the Directors

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John Mackay Non-Executive Chairman

Sydney 20 February 2024

18

Tel: +61 2 9251 4100 Level 11, 1 Margaret Street Fax: +61 2 9240 9821 Sydney NSW 2000 www.bdo.com.au Australia

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Comms Group Limited

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Comms Group Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2023, 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 halfyear ended on that date, a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of the Group does not comply with the Corporations Act 2001 including:

• (i) Giving a true and fair view of the Group’s financial position as at 31 December 2023 and of its financial performance for the half-year ended on that date; and

• (ii) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company 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 the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be the same terms if given to the directors as at the time of this auditor’s review report.

Responsibility of the directors for the financial report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Auditor’s responsibility for the review of the financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2023 and its financial performance for the half-year ended on that date and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

BDO Audit Pty Ltd

Gareth Few Director

Sydney, 20 February 2024