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CPT GLOBAL LIMITED Annual Report 2004

Oct 25, 2004

64642_rns_2004-10-25_e409832c-2830-4728-8d3f-6236d707ea26.pdf

Annual Report

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CENTRAL DE L'ANTENIE

Amia Romania

Corporate Information

ACN 083 090 895

ABN 16 083 090 895

Directors

Gerard (Gerry) Tuddenham (Executive Chairman)

Peter Corrigan (Managing Director)

Glenn Fielding (Non-executive Director)

Fred Grimwade (Non-executive Director)

Peter Wright (Executive Director)

Company Secretary

Mark Carroll

Principal Registered Office

Level 1, 4 Riverside Quay Southbank VIC 3006 +61 (0)3 9690 3911 Telephone: Facsimile: +61 (0)3 9690 3206 www.CPTglobal.com Internet:

2004 Annual General Meeting

The Annual General Meeting of CPT Global Limited members will be held on Wednesday the 27th October 2004 at 10.00am at Level 1, 4 Riverside Quay Southbank VIC 3006

Auditors

Moore Stephens HF Level 14, 607 Bourke Street Melbourne VIC 3000

Share Register

Computershare Investor Services Pty Ltd Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 Telephone: 1300 850 505 Facsimile: +61 (0)3 94732500

Solicitors

Piper Alderman

Bankers

ANZ Banking Group Limited

ASX Code

CGO

CPT Global on the Web

For an introduction to the company and access to company announcements, descriptions of our core business, services and careers, and our corporate governance policies and procedures visit our website at www.CPTglobal.com

Contents

Directors' Report 3
Corporate Governance Statement 13
Statement of Financial Performance 17.
Statement of Financial Position 18
Statement of Cash Flows 19.
Notes to the Financial Statements 20
Directors' Declaration 43
Independent Audit Report 44
ASX Additional Information 46

Directors' Report

Your directors submit their report for the year ended 30 June 2004.

DIRECTORS

The names and details of the company's directors in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.

Names, qualifications, experience and special responsibilities

Gerard (Gerry) Tuddenham Gerry is the founder of the CPT business and is the major shareholder in CPT through
his majority interest in the CPT Trust. He has over 30 years experience in the IT
(Executive Chairman) industry and a reputation for delivering practical solutions. He is a world-renowned
technical specialist in the areas of performance tuning, capacity planning and testing
of IBM mainframe-based systems, applications, transaction processors and middleware
as well as database management systems. He has provided IT consulting services in a
number of continents and across a range of industries including the financial,
insurance and telecommunications sectors. Gerry has also developed the software
tools EXPETUNE and EXPETEST, which are licensed to CPT. These tools automate and
make repeatable intricate performance and test coverage tasks. Gerry is a member of
the Australian Institute of Company Directors. Gerry is a member of the Audit
Committee and the Remuneration & Nomination Committee.
Peter Corrigan Peter joined the CPT business in 1996 to lead its Open Systems division and has been a
(Managing Director) Director of CPT since 1998. He has over 19 years experience in the IT industry,
specialising on the Mid-Range (Unix and NT) platforms. Peter's primary expertise is in
the areas of performance tuning, database administration and data warehousing design
and construction. Peter is well known and respected throughout the Oracle
community and is the co-author of "Oracle Performance Tuning", a specialist IT
reference book which has worldwide sales in excess of 100,000 copies and has been
translated into multiple languages. Peter holds a Bachelor of Science Degree from the
University of Melbourne and is a member of the Australian Institute of Company
Directors. He has presented numerous technical papers on Oracle and other IT
subjects.
Glenn Fielding Glenn was a founding member of SMS Consulting Group and a Director of that Group
(Non-executive Director) from 1992 until 30 June 1999. During his 13 years at SMS he performed many senior
roles including commercial management and merger and acquisition activities. Glenn
was instrumental in setting up and running the national contracting arm of SMS. Prior
to joining SMS, Glenn held senior management roles in the banking and finance
industries. Glenn chairs the Remuneration & Nomination Committee and is a member
of the Audit Committee.

Directors' Report (cont'd)

Fred Grimwade Fred is an Executive Director of Fawkner Capital, a specialist corporate advisory firm
which provides advice on strategy, capital raisings and merger and acquisition
(Non-executive Director) transactions. He is also Managing Director of the Colonial Agricultural Company, one of
Australia's largest beef producers. Fred commenced his professional career as a
commercial lawyer at Mallesons Stephen Jaques and then worked with the US
investment bank Goldman, Sachs & Co. in New York and Sydney where as a Vice
President he directed the firm's Australasian corporate finance activities. Fred was
Company Secretary and General Manager Shareholder Relations at Western Mining
Corporation for six years. In 1996 he joined Colonial Mutual as Group Company
Secretary and General Manager Legal Affairs where his responsibilities included the
conversion of the Group from a mutual organisation to a listed financial services
company. Fred subsequently became Head of Private Capital for Colonial First State
Investments, one of Australia's largest fund managers, where he planned and managed
the Group's entry into the private equity market. Fred is President of the Securities
Institute of Australia and is also a Director of the National Gallery of Victoria
Foundation and a member of the Australian Institute of Company Directors. Fred
chairs the Audit Committee and is a member of the Remuneration & Nomination
Committee.
Peter Wright Peter has led the CPT Management Consulting practice for over three years and has
established CPT as a leader in providing strategic consulting services to the
(Executive Director) government sector. He was the National Managing Principal for Applications
Outsourcing positions at IBM GSA and a consulting Director and Vice President at DMR
responsible for establishing and managing the Systems Delivery and Maintenance
Services practice. During this period he has been involved in a number of client
engagements both locally and internationally in Banking, Transportation and
Government. Peter has a unique perspective and passion for making IT organisations
and complex projects successful through the application of best practice principles.
Peter is a member of the Australian Institute of Company Directors, member of the
Australian Computer Society and a member of the Project Managers Institute.

Directors' Report (cont'd)

COMPANY SECRETARY

Mark Carroll

Mark has been Company Secretary and Chief Financial Officer of CPT for two years. Mark holds a Bachelor of Commerce Degree and has been a Chartered Accountant for over 13 years and is also a member of the Australian Institute of Company Directors.

Interests in the shares and options of the company and related bodies corporate

As at the date of this report, the interests of the Directors in the shares and options of CPT Global Limited were (refer to Note $23(a)$ -(c) for further details):

Ordinary Shares Options over
Ordinary Shares
Gerry Tuddenham 11,756,135 400,000
Peter Corrigan 4,914,312 400,000
Glenn Fielding 595,898
Fred Grimwade 508,200
Peter Wright 83,000 300,000
EARNINGS PER SHARE Cents
Basic earnings per share 4.7
Diluted earnings per share 4.7
DIVIDENDS Cents \$
Final dividends recommended:
Fully franked final ordinary dividend recommended

by the Directors and payable on the 24th September
2004.
3.0 1,033,991
1,033,991
Dividends paid in the year:
Interim for the year
Fully franked interim ordinary dividend paid on 18th

March 2004.
2.0 689,327
689,327
Final for 2003 shown as recommended in the 2003 report
Fully franked final ordinary dividend paid on 24th

September 2003.
3.0 1,033,991
1,033,991

Directors' Report (cont'd)

CORPORATE INFORMATION

Nature of operations and principal activities

The principal activities of the economic entity during the financial year were the provision of specialist IT consultancy services based on the following core service offerings:

Technical Consulting Services

  • Capacity Planning Assurance and Reviews $\bullet$ $\bullet$ .
  • Cost Reduction Programs and 'Cost of Running' Reports and Models $\ddot{\phantom{0}}$
  • .. Tuning Services including corporate-wide approach to performance tuning
  • .. Technical Support including database and system administration
  • .. Technical Reviews including Environment and Application Performance
  • .. Architecture Services including Technical Architecture and Design Reviews
  • .. Data Warehousing Solutions
  • Stress and Volume Performance Testing $\bullet$ $\bullet$ $\bullet$
  • .. Test Facilitation and Management

IT Management Consulting Services

  • $\ddot{\phantom{a}}$ IT Strategic Planning
  • .. Selective Outsourcing / Multi-sourcing readiness support and transition services
  • .. IT Outsourcing Contract Services Reviews
  • .. IT Delivery and Support Reviews and Improvement using the Shared Services / ITIL framework
  • .. Senior Project and SI Management
  • .. IT Business Metrics Alignment leveraging Balanced Scorecard and 'Cost of Ownership' models
  • $\ddot{\phantom{0}}$ Business Requirements
  • $\bullet$ $\bullet$ Business Process Re-engineering

Management Consulting Services

  • Business Process Improvement $\ddot{\phantom{0}}$
  • .. Information Management Planning
  • ** eBusiness Planning And Implementation
  • Business Requirement Definition $\ddot{\phantom{0}}$
  • ** Systems And Technology Integration
  • ** Organisation Change
  • Records And Document Management
  • ** Program and Project Management

There have been no significant changes in the nature of these activities during the year.

Directors' Report (cont'd)

REVIEW AND RESULTS OF OPERATIONS

The year ended 30 June 2004 for CPT Global has been one in which it has strengthened its market position in Australia and committed substantial energy to the development of its international operations. While CPT Global's financial results were broadly in line with those achieved in the previous year they do not fully reflect the advances made to its operations. This was due in part to the need to respond to organisational changes undertaken by a small number of clients who restructured their IT purchasing arrangements which resulted in some short-term negative impact. CPT Global finished the year in a strong financial and operating position and believes it is well positioned to deliver revenue and profit growth in the coming year.

CPT Global has continued its focus on the development and successful delivery of outcome based services to its clients and this effort is beginning to build momentum in all regions. Internationally, CPT Global has mainly concentrated on mainframe cost reduction services and is now in a good position to leverage these client relationships into other core CPT Global services and technologies.

CPT Global's revenue for the year ended 30 June 2004 was \$28.8 million, in line with the previous year's result of \$28.9 million. The challenging market conditions of 2002 and 2003 continued with clients remaining focused on reducing IT expenditure and a guaranteed return-on-investment from IT projects. On a positive note, general market conditions and confidence continues to improve and CPT Global has made positive inroads into its targeted international markets, and is well placed in these regions to capitalise on these efforts during the coming year. CPT Global has also made significant ground in developing its Management of IT Consulting Services and is becoming accepted as an industry leader in assisting clients through the process of selective sourcing and IT sourcing governance.

CPT Global's net profit before tax for the year ended 30 June 2004 was \$2.7 million, an increase of 17% on the prior year. Net profit before tax, pre amortisation was \$3.2 million, an increase of 15% on the prior year. CPT Global's net profit after tax for the year ended 30 June 2004 was \$1.6 million. All costs including those associated with the expansion of overseas operations as well as new product development were expensed.

A final dividend of 3.0 cents per share (fully franked) has been declared, which is payable on 24th September 2004, with a record date of 8th September 2004. Total dividend declared and payable for the year ended 30 June 2004 was 5.0 cents per share (fully franked). Earnings per share amounted to 4.7 cents per share whilst earnings per share (pre amortisation) amounted to 6.1 cents per share.

Notable achievements in CPT Global's operations (including recent developments) include:

  • Continued maintenance of CPT Global's client focus, which has enabled it to rapidly respond to clients' changing requirements and priorities;
  • Expansion of service offerings in response to Government Sector opportunities, assisting IT organisations in becoming more productive and better aligned with the business;
  • Retention of all major clients whilst securing additional blue chip private sector and Government clients in all regions;
  • Gaining selection onto a number of local and overseas supplier panels that will spring board CPT Global's growth and long term future in those sectors;
  • The growing reputation and recognition of Management of IT services and the number of Tier 1 clients that have engaged CPT Global to assist in their business critical strategic planning and selective sourcing operations;
  • Maintaining its strong balance sheet position with net tangible assets at 30 June 2004 amounting to \$6.4 million (\$5.8 million at 30 June 2003); and
  • Success in developing several signature clients in the targeted international regions. This strategy has placed CPT Global in a position of strength to further develop an already impressive client base in each international location and capitalise on the financial investment CPT Global has made in these regions over the last few years.

Directors' Report (cont'd)

Locally:

  • Strengthening the management team with the appointment of new Melbourne and Sydney Region managers; and
  • Australian Government Endorsed Supplier panel membership renewed until 2007. $\ddot{\phantom{a}}$

Internationally:

  • .. An increase in the number of blue chip clients in the international regions;
  • Continued expansion and growth in UK, Ireland, USA, Swiss, Nordic and Germanic regions; $\ddot{\phantom{a}}$
  • A net profit returned from the USA operation in its first year of operation; and $\ddot{\phantom{0}}$
  • $\ddot{\phantom{0}}$ Delivery of the first Management of IT consulting and Mid-Range tuning engagements to overseas clients.

During the last financial year, CPT Global celebrated its eleventh year of operations and was pleased to be able to recognise the first group of consultants reaching their ten year anniversary with the company. This fact highlights the strong working relationship CPT Global enjoys with its staff and the strong culture that is at the heart of Company's corporate values and team performance. The CPT Board would like to formally recognise and thank all of its management and staff for their dedication and commitment to the company over the years and is confident of being able to maintain and enhance that relationship going forward.

Outlook

CPT Global continues to observe improvements in the general market sentiment and attitude to IT spending in each of its global markets. CPT Global is encouraged by ongoing changes occurring within the IT market and the opportunities these changes present. More and more clients are beginning a process of establishing multi-sourcing relationships with their trusted suppliers (moving away from large, single sourcing relationships) and this is presenting CPT Global with opportunities to compete directly for work within its core service lines. Many clients in the market are also facing the significant challenge to perform a company wide technology refresh of their IT operations (Y2K is now 5 years past). Arising from CPT Global's growing reputation in the provision of 'management of IT' consulting services, its core technical consulting services as well as its independence, it is well placed to be selected to assist clients in this work.

While CPT Global's strategy continues to focus within its main core service lines, it will also continue to develop and expand these service offerings to meet the challenges of its clients.

After a number of years of developing and cultivating business in Europe and the United Kingdom, CPT Global expects to see growth in revenue and improved profitability over the coming financial year from these regions. While progress in the overseas markets has been slower and more challenging than expected, with some assignments being deferred until later in the year, a stronger forward load and consistency of work now exists and the outlook for these regions is positive.

Notwithstanding this stronger outlook, CPT Global's performance is exposed to downturns in business confidence as well as various risks inherent in its international expansion plans. Competition between IT services companies continues to be strong and clients remain conservative in the approach to large and, or, long term IT spending programs.

CPT Global is committed to maintaining the disciplines which have underpinned its improved performance during FY2004 throughout the coming year. The Company is also committed to the generation of increasing financial returns from the substantial investment it has made in the development of international markets and new products.

Directors' Report (cont'd)

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There were no significant changes in the nature of the economic entity's state of affairs during the financial year.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

On 24th August 2004 CPT Global Limited announced its intention to extend the on market share buyback for a further twelve months until the 26th August 2005. A maximum of 3,000,000 shares may be bought back during the buyback period, which will run from 27th August 2002 until 26th August 2005.

Except for the above, no other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

Likely developments in the operations of the economic entity and the expected results of those operations in future financial years have note been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the economic entity.

ENVIRONMENTAL REGULATION AND PERFORMANCE

The company's operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

The company has paid premiums to insure the current directors and officers against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director and officer of the company, other than conduct involving a willful breach of duty in relation to the company. The total premium paid was \$46,200.

DIRECTORS' AND OTHER OFFICERS' EMOLUMENTS

Remuneration policy

The Remuneration & Nomination Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors, the Chief Executive Officer and the Executive team. The Remuneration & Nomination Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. The outcomes of the remuneration structure are expected to comply with Executive Share and Option Scheme Guidelines, IFSA Guidance Note, Investment and Financial Services Association, 2003. The payment of bonuses, stock options and other incentive payments are reviewed by the remuneration committee annually as part of the review of executive remuneration and a recommendation is put to the Board for approval. All bonuses, options and incentives must be linked to pre-determined performance criteria. The Board can exercise its discretion in relation to approving the incentives, bonuses and options and can recommend changes to the Committee's recommendations. Any changes must be justified by reference to measurable performance criteria. During the 2004 financial year, no such incentives or payments were recommended. Further details on the remuneration of directors and executives are also provided in Note 28 to the financial statements.

To assist in achieving these objectives, the Remuneration & Nomination Committee links the nature and amount of executive directors' and officers' emoluments to the company's financial and operational performance.

Details of the nature and amount of each element of the emolument of each director of the company and each of the five executive officers of the company and the consolidated entity receiving the highest emolument for the financial year are as follows:

Directors' Report (cont'd)

Emoluments* of directors of CPT Global Limited

Annual Emoluments Long Term Emoluments
Base Fee
Bonus
Other
Termination Options @
\$ \$ \$ \$ Number
Granted
Amortised
cost
\$
% of
Remunera-
tion
\$ \$
Gerry Tuddenham 167,412 $\blacksquare$ 25,371 8.93 91,149 $\blacksquare$
Peter Corrigan 198,961 ٠ $\omega$ ٠ 25,371 9.74 36,039 ù,
Glenn Fielding 32,110 $\bullet$ $\mathbf{u}$ $\blacksquare$ ٠ ٠ 2,890 $\blacksquare$
Fred Grimwade 32,110 $\bullet$ $\omega$ $\blacksquare$ ٠ $\bullet$ 2,890 $\blacksquare$
Peter Wright 214,000 ٠ $\omega$ ٠ 2,278 0.77 80,000 $\mathbf{u}$

Emoluments* of the five most highly paid executive officers# of the company and the consolidated entity

Annual Emoluments Long Term Emoluments
Base
Bonus
Salary
Other Termination Options @ Superannuation Other
\$ s \$ \$ Number
Granted
Amortised cost
\$
\$
Alan Mackenzie 272,766 $\bullet$ $\omega$ $\cdot$ $\bullet$ 18,477
Paul Bodimeade 211,468 $\sim$ $\omega$ ٠ ٠ 19,032 $\ddot{\phantom{1}}$
Ton Kreukniet 184,072 ٠ ٠ $\omega$ ٠ $\sim$ $\overline{u}$ $\bullet$
Michael Lazorik 173,103 ٠ $\mathbf{u}$ $\cdot$ $\bullet$ 18,287
Mark Carroll 105,857 ٠ $\blacksquare$ ٠ 14, 143 ٠

Notes

The terms 'director' and 'officer' have been treated as mutually exclusive for the purposes of this disclosure.

  • The elements of emoluments have been determined on the basis of the cost to the company and the consolidated entity.
  • Executives are those directly accountable and responsible for the operational management and strategic direction # of the company and the consolidated entity.
  • ര The company uses the fair value measurement provisions of AASB 1046 "Director and Executive Disclosures for Disclosing Entities" prospectively for all options granted to directors and relevant executives, which have not vested as at 1 July 2003. The fair value of such grants is being amortised and disclosed as part of director and executive emoluments on a straight-line basis over the vesting period. No adjustments have been or will be made to reverse amounts previously disclosed in relation to options that never vest (i.e., forfeitures).

From 1 July 2003, options granted as part of director and executive emoluments have been valued using the Black Scholes option pricing model, which takes account of factors including the option exercise price, the current level and volatility of the underlying share price, the risk-free interest rate, current market price of the underlying share and the expected life of the option.

Directors' Report (cont'd)

DIRECTORS' MEETINGS

The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows:

Meetings of Committees
Directors'
Meetings
Audit Remuneration &
Nomination
Number of meetings held: 13 2 2
Number of meetings attended:
Gerry Tuddenham 9 2 2
Peter Corrigan 13
Glenn Fielding 13 2 $\overline{z}$
Fred Grimwade 13 2 2
Peter Wright 10

Committee membership

As at the date of this report, the company had an Audit Committee, and a Remuneration & Nomination Committee of the Board of Directors.

Members acting on the committees of the Board during the year were:

Audit Remuneration & Nomination
Gerry Tuddenham Gerry Tuddenham
Glenn Fielding Glenn Fielding (C)
Fred Grimwade (C) Fred Grimwade

Notes

(C) Designates the chairman of the committee.

ROUNDING

The amounts contained in this report and in the financial report have been rounded to the nearest \$1,000 (where rounding is applicable) under the option available to the company under ASIC Class Order 98/0100. The company is an entity to which the Class Order applies.

Directors' Report (cont'd)

CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of CPT Global Limited support and have adhered to the principles of corporate governance. The company's corporate governance statement is contained in the following section of this annual report.

Signed in accordance with a resolution of the Directors.

Peter Corrigan Director

Melbourne, 30 August 2004

Corporate Governance Statement

The Board of Directors of CPT Global Limited is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of CPT Global Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

The format of the Corporate Governance Statement has changed in comparison to the previous year due to the introduction of the Australian Stock Exchange Corporate Governance Council's (the Council's) "Principles of Good Corporate Governance and Best Practice Recommendations" (the Recommendations). In accordance with the Council's recommendations, the Corporate Governance Statement must now contain certain specific information and must disclose the extent to which the company has followed the guidelines during the period. Where a recommendation has not been followed, that fact must be disclosed, together with the reasons for the departure. CPT Global Limited's Corporate Governance Statement is now structured with reference to the Corporate Governance Council's principles and recommendations, which are as follows:

  • Principle 1. Lay solid foundations for management and oversight $\ddot{\phantom{0}}$
  • $\ddot{\phantom{0}}$ Principle 2. Structure the Board to add value
  • Principle 3. Promote ethical and responsible decision making ..
  • $\ddot{\phantom{0}}$ Principle 4. Safeguard integrity in financial reporting
  • Principle 5. Make timely and balanced disclosure $\ddot{\phantom{0}}$
  • Principle 6. Respect the rights of shareholders
  • Principle 7. Recognise and manage risk $\ddot{\phantom{0}}$
  • $\bullet$ $\bullet$ . Principle 8. Encourage enhanced performance
  • Principle 9. Remunerate fairly and responsibly
  • $\ddot{\phantom{0}}$ Principle 10. Recognise the legitimate interests of stakeholders

Independence

Corporate Governance Council Recommendation 2.1 requires a majority of the Board to be independent directors. In addition, recommendation 2.2 requires the chairperson of the company to be independent. The Corporate Governance Council defines independence as being free from any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with $\cdot$ the exercise of unfetted and independent judgement. In accordance with this definition, the following directors are not considered to be independent:

  • Gerry Tuddenham (Executive Chairman) $\ddot{\phantom{0}}$
  • Peter Corrigan (Managing Director) $\ddot{\phantom{0}}$
  • Peter Wright (Executive Director) $\ddot{\phantom{0}}$

Of the five Board members, the three listed above are not considered to be independent when applying the Council's definition of independence. Therefore the majority of the Board is not independent. CPT Global Limited considers industry experience and specific expertise to be important attributes of its Board members.

The chairman, Gerry Tuddenham, is not considered to be independent using the Council's definition of independence by virtue of the fact that he is a substantial shareholder of CPT Global Limited. However, he has been appointed to this position as he has considerable experience as the founder of CPT Global Limited.

CPT Global Limited's corporate governance practices were in place throughout the year ended 30 June 2004. With the exception of the departures from the Corporate Governance Council recommendations in relation to the independence of the Board, as detailed above, the corporate governance practises of CPT Global Limited were compliant with the Council's best practice recommendations.

For further information on corporate governance policies adopted by CPT Global Limited, refer to our website: www.CPTglobal.com

Corporate Governance Statement (cont'd)

Structure of the Board

The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors' Report on page 3. Directors of CPT Global Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with - or could reasonably be perceived to materially interfere with - the exercise of their unfettered and independent judgement.

In the context of director independence, "materiality" is considered from both the company and individual director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be quantitatively immaterial if it is equal or less than 5% of the appropriate base amount. CPT Global has determined the appropriate base amount to be total shares on issue for share transactions of Directors and net profit before tax for transactions with Directors or their Director related entities. It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount. Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the nature of the relationship and the contractual or other arrangements governing it and other factors which point to the actual ability of the director in question to shape the direction of the company's loyalty.

In accordance with the definition of independence above, and the materiality thresholds set, the following Directors of CPT Global Limited are considered to be independent:

Name

  • Fred Grimwade
  • Glenn Fielding $\bullet$

There are procedures in place, agreed by the Board, to enable directors, in furtherance of their duties, to seek independent professional advice at the company's expense.

The term in office held by each director in office at the date of this report is as follows:

Name Term in office
Gerry Tuddenham 6 years
Peter Corrigan 6 years
Glenn Fielding 4 years
Fred Grimwade 2 years
Peter Wright 3 vears

Performance Evaluation

An annual performance evaluation of the Board and all Board members was conducted by the full Board for the financial year ended 30 June 2004. The Board developed a questionnaire for all Board members to provide feedback on how they thought the Board had performed. The results from the questionnaire were collated and discussed by the Board. The Board developed a series of recommendations to improve performance and an action plan was developed to implement the recommendations and set the performance criteria and goals for the next year.

Corporate Governance Statement (cont'd)

Remuneration & Nomination Committee

The Board has established a Remuneration & Nomination Committee, which meets at least twice annually, to ensure that the Board continues to operate within the established guidelines, including when necessary, selecting candidates for the position of director. The Committee is also responsible in ensuring that adequate resourcing levels are maintained, the setting and monitoring of employment conditions, reviewing the performance of executive directors and senior management and the setting of the scale of their remuneration. The Remuneration & Nomination Committee comprises a majority of non-executive directors. The Remuneration & Nomination Committee comprised the following members throughout the year:

  • Fred Grimwade $\ddot{\phantom{0}}$
  • Glenn Fielding (C) $\ddot{\phantom{0}}$
  • Gerry Tuddenham ..

For details of directors' attendance at meetings of the Remuneration & Nomination Committee, refer to page 11 of the Directors' Report and page 9 for details of the Remuneration Policy.

Audit Committee

The Board has established an Audit Committee, which operates under a charter approved by the Board. It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations such as the benchmarking of operational key performance indicators. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control and ethical standards for the management of the consolidated entity to the Audit Committee.

The Committee also provides the Board with additional assurance regarding the reliability of financial information for inclusion in the financial reports. The Corporate Governance Principles recommend that all Audit Committee members are non-executive. CPT Global Limited only has two non-executive Directors therefore the Executive Chairman has been appointed to the Audit Committee.

The members of the Audit Committee during the year were:

  • Fred Grimwade (C) $\bullet \bullet$
  • Glenn Fielding $\ddot{\phantom{0}}$
  • Gerry Tuddenham

Corporate Governance Statement (cont'd)

Risk Management

The group takes a proactive approach to risk management. The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that the group's objectives and activities are aligned with the risks and opportunities identified by the Board.

The group believes that it is crucial for all Board members to be a part of this process, and as such the Board has not established a separate risk management committee. Instead sub-committees are convened as appropriate in response to issues and risks identified by the Board as a whole, and the sub-committee further examines the issue and reports back to the Board.

The Board has a number of mechanisms in place to ensure that management's objectives and activities are aligned with the risks identified by the Board. These include:

  • Board approval of a strategic plan, which encompasses the entity's vision, mission and strategy statements, designed $\ddot{\phantom{0}}$ to meet stakeholders' needs and manage business risk.
  • Implementation of Board approved operating plans and budgets and Board monitoring of progress against these $\ddot{\phantom{a}}$ budgets, including the establishment and monitoring of Key Performance Indicators (KPI's) of both a financial and non-financial nature.
  • The establishment of committees to report on specific business risks, including for example, such matters as the $\ddot{\phantom{a}}$ financial risks and concerns and occupational health and safety.

Statement of Financial Performance

YEAR ENDED 30 JUNE 2004 Notes Economic Entity Parent Entity
2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000
REVENUE FROM ORDINARY ACTIVITIES $\mathcal{P}$ 28,782 28,918 26,551 26,935
Depreciation and amortisation expenses 3 (593) (599) (560) (565)
Borrowing costs expense 3 Ĭ. (15)
Salaries and employee benefits expense (1,779) (1, 877) (1,693) (1,800)
Consultants benefits expense (20, 513) (21,685) (19, 484) (20, 011)
Lease expenses (503) (551) (403) (368)
Insurance expense (251) (173) (251) (173)
Other expenses from ordinary activities 3, 3(c) (2, 425) (1,698) (1, 824) (1, 857)
PROFIT FROM ORDINARY ACTIVITIES BEFORE
INCOME TAX EXPENSE
2,718 2,320 2,336 2,161
INCOME TAX EXPENSE RELATING TO ORDINARY
ACTIVITIES
4 (1,085) (652) (979) (596)
PROFIT FROM ORDINARY ACTIVITIES AFTER
INCOME TAX EXPENSE
1,633 1,668 1,357 1,565
NET PROFIT 1,633 1,668 1,357 1,565
NET PROFIT ATTRIBUTABLE TO MEMBERS OF
CPT GLOBAL LIMITED
20 1,633 1,668 1,357 1,565
NET EXCHANGE DIFFERENCE ON TRANSLATION
OF FINANCIAL REPORT OF SELF-SUSTAINING
FOREIGN OPERATIONS
20(a) 167 (144)
TOTAL CHANGES IN EQUITY OTHER THAN
THOSE RESULTING FROM TRANSACTIONS WITH
OWNERS AS OWNERS ATTRIBUTABLE TO
MEMBERS OF CPT GLOBAL LIMITED
1,800 1,524 1,357 1,565
Basic earnings per share (cents per share) 26 4.7 4.8
Diluted earnings per share (cents per share) 26 4.7 4.8
Franked dividends per share (cents per share) 5 5.0 5.0

The Statement of Financial Performance is to be read in conjunction with the Notes to the Financial Statements.

Statement of Financial Position

AT 30 JUNE 2004 Notes Economic Entity Parent Entity
2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000
CURRENT ASSETS
Cash assets 21(b) 2,530 2,667 2,195 2,494
Receivables 6 6,060 5,610 5,414 4,771
Inventories 7 750 283 141 174
Deferred tax assets 4 64 44 64 44
Other 8 509 173 500 157
TOTAL CURRENT ASSETS 9,913 8,777 8,314 7,640
NON-CURRENT ASSETS
Receivables 9 891 792
Other financial assets 10 730 730
Property, plant and equipment 12 320 357 316 353
Intangible assets 13 7,394 7,876 6,872 7,321
TOTAL NON-CURRENT ASSETS 7,714 8,233 8,809 9,196
TOTAL ASSETS 17,627 17,010 17,123 16,836
CURRENT LIABILITIES
Payables 14 2,618 2,553 2,550 2,313
Current tax liabilities 4 454 235 343 157
Deferred tax liabilities $\overline{4}$ 22 22.
Provisions 15 88 59 88 59.
Other 16 661 408 526 299
TOTAL CURRENT LIABILITIES 3,821 3,277 3,507 2,850
NON-CURRENT LIABILITIES
Provisions 17 29 31 29 31
TOTAL NON-CURRENT LIABILITIES 29 31 29 31
TOTAL LIABILITIES 3,850 3,308 3,536 2,881
NET ASSETS 13.777 13.702 13.587 13.955
EQUITY
Parent entity interest
Contributed equity
19 12,075 12,077 12,075 12,077
Reserves
20 32 (135)
Retained profits
.,
$20 \,$ 1,670 1,760 1,512 1,878
Total parent entity interest in equity 13,777 13,702 13,587 13,955
TOTAL EQUITY 13,777 13,702 13,587 13,955

The Statement of Financial Position is to be read in conjunction with the Notes to the Financial Statements.

Statement of Cash Flows

YEAR ENDED 30 JUNE 2004 Notes Economic Entity Parent Entity
2004
\$'000
2003
\$'000
2004
\$'000
2003
\$'000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 29,865 31,193 27,414 28,996
Payments to suppliers and employees (27, 566) (29,962) (25,078) (27, 889)
Interest received 104 126 96 122
Income tax paid (907) (605) (835) (695)
NET CASH FLOWS FROM/(USED IN) OPERATING
ACTIVITIES
21(a) 1,496 752 1,597 534
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant and
equipment
17 17
Purchase of property, plant and equipment (75) (62) (73) (60)
Purchase of other non-current assets (324) (327)
NET CASH FLOWS FROM/(USED IN) INVESTING
ACTIVITIES
(75) (369) (73) (370)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment for share buy-back (2) (312) (2) (312)
Proceeds from borrowings 5 (98)
Loans to related entities 402
Payment of dividends on ordinary shares (1, 723) (1,046) (1,723) (1,046)
NET CASH FLOWS FROM/(USED IN) FINANCING
ACTIVITIES
(1, 725) (1, 353) (1, 823) (956)
NET INCREASE/(DECREASE) IN CASH HELD (304) (970) (299) (792)
Add opening cash brought forward 2,667 3,782 2,494 3,286
Effects of exchange rate changes on cash 167 (145)
CLOSING CASH CARRIED FORWARD 21(b) 2,530 2,667 2,195 2,494

The Statement of Cash Flows is to be read in conjunction with the Notes to the Financial Statements.

Notes

30 JUNE 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of accounting

The financial report is a general purpose financial report which has been prepared in accordance with the requirements of the Corporations Act 2001 which includes applicable Accounting Standards. Other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) have also been complied with.

The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values or, except where stated, current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.

The financial report covers the economic entity of CPT Global Limited and controlled entities, and CPT Global Limited as an individual parent entity. CPT Global Limited is a listed public company, incorporated and domiciled in Australia.

(b) Principles of consolidation

The consolidated financial statements are those of the consolidated entity, comprising CPT Global Limited (the parent entity) and all entities which CPT Global Limited controlled from time to time during the year and at balance date.

Information from the financial statements of subsidiaries is included from the date the parent company obtains control until such time as control ceases. Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which the parent company has control.

The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies which may exist.

All inter-company balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

(c) Foreign currencies

Translation of foreign currency transactions

Transactions in foreign currencies of entities within the consolidated entity are converted to local currency at the rate of exchange ruling at the date of the transaction.

Foreign currency monetary items that are outstanding at the reporting date (other than monetary items arising under foreign currency contracts where the exchange rate for that monetary item is fixed in the contract) are translated using the spot rate at the end of the financial year.

A monetary item arising under a foreign currency contract outstanding at the reporting date where the exchange rate for the monetary item is fixed in the contract is translated at the exchange rate fixed in the contract.

Translation of financial reports of overseas operations

All overseas operations are deemed self-sustaining as each is financially and operationally independent of CPT Global Limited. The financial reports of overseas operations are translated using the current rate method and any exchange differences are taken directly to the foreign currency translation reserve.

Notes (cont'd)

30 JUNE 2004

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(d) Cash and cash equivalents

Cash on hand and in banks and short-term deposits are stated at nominal value.

For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market investments readily convertible to cash within two working days, net of outstanding bank overdrafts.

Bank overdrafts are carried at the principal amount. Interest is charged as an expense as it accrues.

(e) Receivables

Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off as incurred.

Receivables from related parties are recognised and carried at the nominal amount due. Interest is taken up as income on an accrual basis.

(f) Investments

Non-current investments are carried at cost.

The carrying amount of investments is reviewed annually by Directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the underlying net assets of non-listed investments. The expected net cash flows have not been discounted to their present value in determining recoverable amounts.

(g) Inventories

Work in progress is valued at cost plus profit recognised to date less any provision for anticipated future losses. Cost includes both variable and fixed costs relating to specific contracts, and those costs that are attributable to the contract activity in general and that can be allocated on a reasonable basis.

Profits are recognised on the stage of completion basis measured using the proportion of costs incurred to date as compared to expected total costs. Where losses are anticipated they are provided for in full.

Revenue has been recognised on the basis of the terms of the contract adjusted for any variations or claims allowable under the contract.

(h) Property, plant and equipment

Plant and equipment is measured on the cost basis less, where applicable, any accumulated depreciation or amortisation. The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have not been discounted to their present values in determining recoverable amounts.

The depreciable amount of all fixed assets is depreciated on a diminishing value basis over their useful lives to the company commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

Notes (cont'd)

30 JUNE 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate
Fixtures Fitting & Equipment $22.5% - 37.5%$
Leasehold improvements 20%
Plant and Machinery $11 - 60%$

(i) Intangibles

Intellectual Property

Intellectual Property is carried at cost and amortised on a straight-line basis over its useful life, being 20 years.

Goodwill

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Purchased goodwill and goodwill on consolidation are amortised on a straight-line basis over the period of 20 years. The balances are reviewed annually and any balance representing future benefits for which the realisation is considered to be no longer probable are written off.

(j) Payables

Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity.

Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.

Deferred cash settlements are recognised at the present value of the outstanding consideration payable on the acquisition of an asset discounted at prevailing commercial borrowing rates.

(k) Provisions

Provisions are recognised when the economic entity has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.

A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on or before the reporting date.

(I) Contributed equity

issued and paid up capital is recognised at the fair value of the consideration received by the company.

Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

Notes (cont'd)

30 JUNE 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(m) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Rendering of Services

Where the contract outcome can be reliably measured, control of the right to be compensated for the services and the stage of completion can be reliably measured. Stage of completion is measured by reference to the labour hours incurred to date as a percentage of total estimated labour hours for each contract.

Where the contract outcome cannot be reliably measured, revenue is recognised only to the extent that costs have been incurred.

Interest

Control of the right to receive the interest payment.

(n) Taxes

Tax-effect accounting is applied using the liability method whereby income tax is regarded as an expense and is calculated on the accounting profit after allowing for permanent differences. To the extent timing differences occur between the time items are recognised in the financial statements and when items are taken into account in determining taxable income, the net related taxation benefit or liability, calculated at current rates, is disclosed as a future income tax benefit or a provision for deferred income tax. The net future income tax benefit relating to tax losses and timing differences is not carried forward as an asset unless the benefit is virtually certain of being realised.

Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except:

  • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which $\ddot{\phantom{a}}$ case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
  • receivables and payables are stated with the amount of GST included. $\ddot{\phantom{a}}$

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from or payable to the taxation authority, are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

Notes (cont'd)

30 JUNE 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

(o) Employee benefits

Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave and long service leave.

Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.

Employee benefit expenses and revenues arising in respect of the following categories:

  • wages and salaries, non-monetary benefits, annual leave, long service leave and other leave benefits; and $\ddot{\phantom{0}}$
  • $\bullet$ $\bullet$ other types of employee benefits

are charged against profits on a net basis in their respective categories.

In respect of the consolidated entity's contributions to superannuation plans, any contributions made to the superannuation funds by entities within the consolidated entity are charged against profits when due.

(p) Earnings per share

Basic EPS is calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares.

Diluted EPS is calculated as net profit attributable to members, adjusted for:

  • .. costs of servicing equity (other than dividends);
  • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been $\ddot{\phantom{0}}$ recognised as expenses; and
  • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares.

(q) Comparatives

Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures.

30 JUNE 2004 Notes Economic Entity Parent Entity
2004
\$'000
2003
\$'000
2004
\$'000
2003
\$'000
2.
REVENUE FROM ORDINARY ACTIVITIES
Revenues from operating activities
Revenue from services 28,125 28,705 25,954 26,750
Revenues from non-operating activities
Rent 50 10 50 10
Interest
Other persons/corporations
104 126 96 122
Total interest 104 126 96 122
Other income 503 77 451 53
Total revenues from non-operating activities 657 213 597 185
Total revenues from ordinary activities 28,782 28,918 26,551 26,935
3.
EXPENSES AND LOSSES/(GAINS)
(a) Expenses
Depreciation of non-current assets
Plant and equipment 112 127 111 126
Total depreciation of non-current assets 112 127 111 126
Amortisation of non-current assets
Goodwill
481 472 449 439
Total amortisation of non-current assets 481 472 449 439
Total depreciation and amortisation expenses 593 599 560 565
Borrowing costs expensed
Other borrowing costs
15
Total borrowing costs
Bad and doubtful debts - trade debtors
2 15 ٠
2
Operating lease rental
Rental expenses on operating leases
503 502 403 368
Total operating lease rental 503 502 403 368
Superannuation contributions 142 107 105 90
(b) Losses/(gains)
Net foreign currency (gains)/losses 37 (6) 3 12

Notes (cont'd)

30 JUNE 2004 Notes Economic Entity Parent Entity
2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000
3. EXPENSES AND LOSSES/ (GAINS) (cont'd)
(c) Specific items
Profit from ordinary activities before income tax
expense includes the following specific revenues
and expenses whose disclosure is relevant in
explaining the financial performance of the
entity:
Payroll Tax Refund 277 277
4. INCOME TAX
The prima facie tax on profit and extraordinary
items differs from the income tax provided in the
financial statements as follows:
Prima facie tax on profit from ordinary activities 815 696 701 648
Tax effect of permanent differences
Amortisation of intangible assets 144 142 135 132
Tax on overseas income at different rate (15) 4
Other non-allowable items 18 1 9 2
Utilisation of prior year tax losses (11) (44)
Under/(over) provision of previous year 134 (147) 134 (186)
Income tax expense attributable to ordinary
activities
1,085 652 979 596
Current tax liabilities
Provision for income tax 454 235 343 157
Deferred tax assets and liabilities
Provision for deferred income tax - current 22 22.
Future income tax benefit - current 64 44 64 44

This future income tax benefit will only be obtained if:

(a) future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;

(b) the conditions for deductibility imposed by tax legislation continue to be complied with; and

(c) no changes in tax legislation adversely affect the consolidated entity in realising the benefit.

Notes (cont'd)

30 JUNE 2004 Notes Economic Entity Parent Entity
2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000
5.
DIVIDENDS PAID OR PROVIDED FOR ON
ORDINARY SHARES
(a) Dividends paid during the year
Current year interim
Franked dividends (2.0c per share)
(2003: 2.0c)
689 694 689 694
(b) Dividends proposed and not recognised as a
liability
Franked dividends (3.0c per share)
(2003:3.0c)
1,034 1,034 1,034 1,034
(c) Franking credit balance
The amount of franking credits available for the
subsequent financial year are:
franking account balance as at the end of
.,
the financial year at 30% (2003: 30%)
1,097 911
The tax rate at which paid dividends have been franked is 30% (2003: 30%). Dividends proposed will be franked at the
rate of 30% (2003: 30%).
RECEIVABLES (CURRENT)
6.
Trade debtors 6(a) 6,013 5,496 5,414 4,771
Other receivables 6(a) 47 114
6,060 5,610 5,414 4,771

(a) Terms and conditions

(i) Trade debtors are non-interest bearing and generally on 30 day terms.

(ii) Sundry debtors and other receivables are non-interest bearing and have repayment terms between 30 and 90 days.

30 JUNE 2004 Notes Economic Entity Parent Entity
2004
\$'000
2003
\$'000
2004
\$'000
2003
\$'000
7.
INVENTORIES (CURRENT)
Work-in-progress
$\cdots$ At cost 741 278 132 169
Other inventory
At cost
9 5 9 5
Total inventories at lower of cost and net
realisable value
750 283 141 174
8.
OTHER CURRENT ASSETS
Prepayments 263 72 262 72
Other current assets 246 101 238 85
509 173 500 157
9.
RECEIVABLES (NON-CURRENT)
Related party receivables
Wholly-owned group
Controlled entities
29 891 792
891 792
10. OTHER FINANCIAL ASSETS (NON-CURRENT)
Investments at cost comprise:
Shares
Controlled entities - unlisted
11 730 730
730 730
11. INTERESTS IN SUBSIDIARIES
Name Country of incorporation Percentage of equity interest held by the consolidated entity
2004 2003
% X
CPT Global Ltd
CPT Global Gmbh
United Kingdom 100
100
100
100
CPT Global Inc Germany
USA
100 100
Deakin Consulting Pty Ltd Australia 100 100
CPT Global Consulting Pty Ltd Australia 100 100
30 JUNE 2004 Notes Economic Entity Parent Entity
2004
\$'000
2003
\$'000
2004
\$'000
2003
\$'000
12. PROPERTY, PLANT AND EQUIPMENT
Office equipment
At cost 559 517 559 517
Accumulated depreciation (403) (337) (403) (337)
12(a) 156 180 156 180
Furniture, fixtures and fittings
At cost 177 177 170 170
Accumulated depreciation (114) (96) (109) (93)
12(a) 63 81 61 77
Improvements
At cost 88 81 88 81
Accumulated depreciation (43) (33) (43) (33)
12(a) 45 48 45 48
Software
At cost 108 81 106 81
Accumulated depreciation (52) (33) (52) (33)
12(a) 56 48 54 48
Total plant and equipment 320 357 316 353
Total property, plant and equipment
Cost 932 856 923 849
932 856 923 849
Accumulated depreciation and amortisation (612) (499) (607) (496)
Total written down amount 320 357 316 353
30 JUNE 2004 Notes Economic Entity
2004
\$'000
Parent Entity
2004
\$'000
12. PROPERTY, PLANT AND EQUIPMENT (cont'd)
(a) Reconciliations
Reconciliations of the carrying amounts of
property, plant and equipment at the beginning
and end of the current financial year.
Office equipment
Carrying amount at beginning 180 180
Additions 42 42
Depreciation expense (66) (66)
156 156
Furniture, fixtures and fittings
Carrying amount at beginning 81 77
Depreciation expense (18) (16)
63 61
Improvements
Carrying amount at beginning 48 48
Additions 7 7
Depreciation expense (10) (10)
45 45
Software
Carrying amount at beginning 48 48
Additions 27 25
Depreciation expense (19) (19)
56 54
30 JUNE 2004 Notes Economic Entity Parent Entity
2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000
13. INTANGIBLES
Goodwill · cost 9,659 9,659 9,030 9,030
Accumulated amortisation (2, 333) (1, 855) (2, 226) (1,781)
7,326 7,804 6,804 7,249
Intellectual Property 75 75 75 75
Accumulated amortisation (7) (3) (7) (3)
68 72 68 72
7,394 7,876 6,872 7,321
14. PAYABLES (CURRENT)
Trade creditors 2,342 2,446 2,270 2,220
Other creditors 276 107 280 93
2,618 2,553 2,550 2,313
15. PROVISIONS (CURRENT)
Employee benefits 23 88 59 88 59
88 59 88 59
16. OTHER CURRENT LIABILITIES
Accrued expenses 233 132 179 132
Revenue received in advance 328 55 241 55
Other current liabilities 100 221 106 112
661 408 526 299
17. PROVISIONS (NON-CURRENT)
Employee entitlements 23 29 31 29 31
29 31 29 31
18. NUMBER OF EMPLOYEES AT YEAR END
Number of employees including IT consultants
and support staff
186 196 186 196
186 196 186 196

Notes (cont'd)

30 JUNE 2004 Notes Economic Entity Parent Entity
2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000
19. CONTRIBUTED EQUITY
(a) Issued and paid up capital
Ordinary shares fully paid 12,075 12,077 12,075 12,077
12,075 12,077 12,075 12,077
(b) Movements in shares on issue
2004 2003
\$'000 Number of
shares
\$'000 Number of
shares
Beginning of the financial year 12,077 34,471 12,389 35,143
Bought back during the year (2) (5) (312) (672)
End of the financial year 12,075 34,466 12,077 34,471

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders' meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

During the year ended $30^{th}$ June 2004 5,000 ordinary shares were bought back under the on market buyback at an average price of \$0.40 per share. This represents 0.01% of shares on issue at $1^{\text{st}}$ July 2003.

The on market buyback commenced on the 27th August 2002 with 3,000.000 shares being the maximum to be bought back of which 2,413,905 were outstanding as at year end.

20. RESERVES AND RETAINED PROFITS

(a) Reserves
Foreign currency translation 32 (135)
Movements during the year
Balance at the beginning of year (135) 9
Adjustment arising from the translation of
foreign controlled entities' financial statements
167 (144)
Balance at end of year 32 (135)
The foreign currency translation reserve records
exchange differences arising on translation of a
foreign controlled subsidiary.
(b) Retained profits 20(a) 1,670 1,760 1,512 1,878
Movements during the year
Balance at the beginning of year 1,760 1,138 1,878 1,359
Net profit attributable to members of CPT Global
Limited
1,633 1,668 1,357 1,565
Total available for appropriation 3,393 2,806 3,235 2,924
Dividends provided for or paid (1, 723) (1,046) (1,723) (1,046)
Balance at end of year 1,670 1,760 1,512 1,878

Notes (cont'd)

30 JUNE 2004 Notes
Economic Entity
2004
2003
Parent Entity
2004 2003
\$'000 \$'000 \$'000 \$'000
21. STATEMENT OF CASH FLOWS
(a) Reconciliation of the net profit after tax to
the net cash flows from operations
Net profit 1,633 1,668 1,357 1,565
Non-Cash Items
Depreciation of non-current assets 112 127 111 125
Amortisation of non-current assets 481 471 449 440
Changes in assets and liabilities
(Increase)/decrease in trade and other
receivables
(595) (512) (795) (343)
(Increase)/decrease in inventory (467) (43) 33 (90)
(Increase)/decrease in prepayments (192) 121 (192) 120
(Decrease)/increase in trade and other creditors 320 (1, 207) 464 (1, 264)
(Decrease)/increase in tax provision 219 59 185 (19)
(Decrease)/increase in deferred income tax
liability
(41) (12) (41) (80)
(Decrease)/increase in employee entitlements 26 80 26 80
Net cash flow from operating activities 1,496 752 1,597 534
(b) Reconciliation of cash
Cash balance comprises:
$\cdots$ cash on hand 2,530 2,667 2,195 2,494
Closing cash balance 2,530 2,667 2,195 2,494
(c) Disposal of Controlled Entity
There were no acquisitions or disposals in the 2004 financial year.
22. EXPENDITURE COMMITMENTS
(a) Lease expenditure commitments
(i) Operating leases (non-cancellable):
Minimum lease payments
not later than one year
198 280 198 280
later than one year and not later than five

years
409 607 409 607
aggregate lease expenditure contracted for

at reporting date
607 887 607 887
Aggregate expenditure commitments comprise:
Aggregate lease expenditure contracted for at
reporting date 607 887 607 887

The property leases are non-cancellable with terms ranging from 1 to 5 years. Rent is payable monthly in advance. Contingent rental provisions within the leases require the minimum lease payments to be increased by CPI on the
anniversary of the lease agreement. Options exist to renew the leases for periods ranging up to 2 years.

Notes (cont'd)

30 JUNE 2004 Notes Economic Entity Parent Entity
2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000
23. EMPLOYEE BENEFITS AND SUPERANNUATION COMMITMENTS
Employee Benefits
The aggregate employee benefit liability is
comprised of:
Accrued wages, salaries and on costs 1 14 $\omega$
Provisions (current) 88 59 88 59
Provisions (non-current) 29. 31 29 31
118 104 117 90

Information with respect to the number of options granted under the employee share incentive scheme is as follows:

2004 2003
Number of
options
Weighted
average
exercise price
Number of
options
Weighted
average
exercise price
23(a)
Balance at beginning of year
1,100,000 1.00 1.450.000 1.00
23(b)
granted
300,000 1.00 $\mathbf{u}$ $\bullet$
expired
$\bullet\bullet$
(300,000) 1.00 (350.000) 1.00
Balance at end of year
23(c)
1,100,000 1.00 1,100,000 1.00

(a) Options held at the beginning of the reporting period

The following table summarises the options held by employees as at 1 July 2003:

Number of options Grant date Vesting date Expiry date Weighted average
exercise price
500,000 07/08/00 08/09/01 08/09/05 \$1.00
300,000 07/08/00 08/09/02 08/09/04 \$1.00

(b) Options granted during the reporting period

Options granted

(i) The following table summarises the options granted to employees during the year ended 30 June 2004:

Number of options Grant date Exercise date Expiry date Weighted average
exercise price
100.000 26/11/03 26/11/03 27/11/05 \$1.00
100.000 26/11/03 26/11/03 27/11/06 \$1.00
100,000 26/11/03 26/11/03 27/11/07 \$1.00

Notes (cont'd)

30 JUNE 2004 Notes Economic Entity Parent Entity
2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000

(c) Options held as at the end of the reporting period

The following table summarises the options held by employees as at 30 June 2004:

Number of options Grant date Vesting date Expiry date Weighted average
exercise price
500,000 07/08/00 07/08/00 08/09/05 \$1.00
300,000 07/08/00 07/08/00 08/09/04 \$1.00
100,000 26/11/03 26/11/03 27/11/05 \$1.00
100,000 26/11/03 26/11/03 27/11/06 \$1.00
100,000 26/11/03 26/11/03 27/11/07 \$1.00

There are no other options granted by CPT Global Limited to any other party. Options do not confer on the holder any right to vote or participate on the dividends of the economic entity and are not transferable.

24. CONTINGENT LIABILITIES AND CONTINGENT ASSETS

(a) Contingent liabilities

Guarantees

CPT Global Limited has provided guarantees of \$135,599 to third parties in relation to its performance and obligations in respect of property lease rentals and lease finance facilities. The guarantees are for the term of the facilities and leases. The guarantee for lease covers the period one to five years.

25. SUBSEQUENT EVENTS

(a) On 24th August 2004 CPT Global Limited announced its intention to extend the on-market share buy back for a further twelve months until 26th August 2005. A maximum of 3,000,000 shares may be bought back during the buy back period, which will run from 27 August 2002 until 26 August 2005.

The financial effect of the above events has not been recognised.

26. EARNINGS PER SHARE

(a) The following reflects the income and share
data used in the calculations of basic and
diluted earnings per share:
Net profit 1,633 1.668
Adjustments:
Earnings used in calculating basic and diluted
earnings per share
1.633 1,668
Number of
shares
Number of
shares
Weighted average number of ordinary shares
used in calculating basic earnings per share
34.466.569 34,711,528
Adjusted weighted average number of ordinary
shares used in calculating diluted earnings per
share
34,466,569 34,711,528

(b) Classification of securities

There are no potential ordinary shares outstanding at 30 June 2004 that are dilutive as the exercise price on the 1,100,000 options outstanding are greater than the market price of the shares.

Notes Economic Entity Parent Entity
2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000
66 66 66 66
2 19 2 19
68 85 68 85
29 35.
29 35.

Notes (cont'd)

30 JUNE 2004

28. DIRECTOR AND EXECUTIVE DISCLOSURES

(a) Details of Specified Directors and Specified Executives

(i) Specified directors

Gerry Tuddenham Executive Chairman
Peter Corrigan Managing Director
Glenn Fielding Non-executive Director
Fred Grimwade Non-executive Director
Peter Wright Executive Director
(ii) Specified executives
Alan Mackenzie Technical Director CPT Global Ltd (UK)
Paul Bodimeade Regional Manager Northern Region
Ton Kreukniet Regional Manager Federal Region
Michael Lazorik General Manager CPT Global Inc (USA)
Mark Carroll Company Secretary & Chief Financial Officer

(b) Remuneration of Specified Directors and Specified Executives

(i) Remuneration Policy

The Remuneration & Nomination Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors, the Chief Executive Officer and the Executive team. The Remuneration & Nomination Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Further details of the Remuneration Policy are included in the Directors' Report on page 9.

(ii) Remuneration of Specified Directors and Specified Executives

Primary Post Employment Other Total
Salary
& Fees
Cash
Bonus
Non
Monetary
benefits
Super-
annuation
Retirement
benefits
Options Bonuses
Specified directors
Gerry Tuddenham
2004 167,412 91,149 25,371 $\blacksquare$ 283,932
2003 170,512 85,000 25,371 $\blacksquare$ 280,883
Peter Corrigan
2004 198,961 36,039 25,371 ٠ 260,371
2003 189,073 3,460 27,594 25,371 ٠ 245,498
Glenn Fielding
2004 32,110 2,890 ٠ ٠ 35,000
2003 32,110 2,890 ۰ 35,000
Fred Grimwade
2004 32,110 2,890 ۰ ٠ 35,000
2003 24,082 2,167 $\blacksquare$ u 26,249
Peter Wright
2004 214,000 80,000 2,277 $\blacksquare$ 296,277
$\bullet$ 2003 216.999 50,000 266,999
Total Remuneration: Specified Directors
2004 644,593 212,968 ۰ 53,019 ۰ 910,580
2003 632,776 $\omega$ 3,460 167,651 50,742 854,629

Notes (cont'd)

30 JUNE 2004

28. DIRECTOR AND EXECUTIVE DISCLOSURES (cont'd)

Primary Post Employment Equity Other Total
Salary
& Fees
Cash
Bonus
Non
Monetary
benefits
Super-
annuation
Retirement
benefits
Options Bonuses
Specified Executives
Alan Mackenzie
2004 272,766 18,477 291,243
2003 241,178 16,364 257,542
Paul Bodimeade
2004 211,468 19,032 230,500
2003 53,846 4,846 58,692
Ton Kreukniet
2004 184,073 184,073
$\ddot{\phantom{0}}$ 2003 169,488 169,488
Michael Lazorik
$\bullet$ $\bullet$ 2004 173,103 18,287 191,390
Mark Carroll
2004 105,857 14,143 120,000
2003 94,749 8,527 103,276
Total Remuneration: Specified Executives
2004 947,267 69,939 1,017,206
2003 559,261 $\blacksquare$ 29,737 u, 588,998

(c) Remuneration options: Granted and vested during the year

Terms & Conditions for Each Grant
Vested
Number
Granted
Number
Grant Date Value per
option at
grant date $(5)$
Exercise
Price per
share (S)
First Exercise Last Exercise
Date
Date
Specified Directors
Peter Wright
$\blacksquare$ 300,000 26 Nov 2003 0.01 1.00 26 Nov 2003 26 Nov 2007
Total 300,000

Notes (cont'd)

30 JUNE 2004

28. DIRECTOR AND EXECUTIVE DISCLOSURES (cont'd)

(d) Option holdings of specified directors and specified executives

Balance at
beginning of
period
Granted as
Remuneration
Options Exercised Net Change Other Balance at end of period
1 July 2003 30 June 2004
Specified Directors
Gerry Tuddenham 400,000 $\ddot{\phantom{0}}$ ٠. 400,000
Peter Corrigan 400,000 $\blacksquare$ $\ddot{\phantom{1}}$ $\mathbf{u}$ 400,000
Glenn Fielding 300,000 $\cdot$ $\blacksquare$ (300,000) ٠
Peter Wright $\blacksquare$ 300,000 $\blacksquare$ $\blacksquare$ 300,000
Total 1,100,000 300,000 (300,000) 1,100,000

(e) Shareholdings of Specified Directors and Specified Executives

Shares held in CPT Global
Limited
Balance
1 July 2003
Granted as
Remuneration
On Exercise of
Options
Net Change
Other
Balance
30 June 2004
Ord Ord Ord. Ord Ord
Specified Directors
Gerry Tuddenham 12,029,737 $\omega$ $\ddot{\phantom{1}}$ 469,800 12,499,537
Peter Corrigan 4,930,812 $\blacksquare$ $\blacksquare$ ٠ 4,930,812
Glenn Fielding 870,416 $\omega$ 407,982 1,278,398
Fred Grimwade 293,000 ù. ٠ 225,200 518,200
Peter Wright 83,000 u 83,000
Specified Executives
Alan Mackenzie 127,812 ٠ 127,812
Michael Lazorik $\mathbf{u}$ ٠ 200,000 200,000
Mark Carroll 54,714 $\blacksquare$ ۰ 54,714
Total 18,389,491 ۰ 1,102,982 19,492,473

Notes (cont'd)

30 JUNE 2004 Notes Economic Entity Parent Entity
2004 2003 2004 2003
\$'000 5'000 \$'000 \$'000

28. DIRECTOR AND EXECUTIVE DISCLOSURES (cont'd)

(f) Other transactions and balances with specified directors and specified executives

Director related entities of Peter Corrigan were
paid fees during the year for the provision of
consulting services provided by employees of the
related entities on normal commercial terms and
conditions.
33 33.
Director related entities of Gerard Tuddenham
were paid fees during the year for the provision
of software licenses (Expetest and Expetune
licence agreement dated 20 June 2000 and
subsequent variations) on normal commercial
term and conditions.
38 38 38 38.
Director related entities of Fred Grimwade were
paid fees during the year for the provision of
consulting services on normal terms and
conditions.
4 4
38 75 38 75

29. RELATED PARTY DISCLOSURES

Ultimate Parent

The parent entity is ultimately controlled by GNP Nominees Pty Ltd a director related entity. GNP Nominees Pty Ltd is incorporated in Australia.

30. SEGMENT INFORMATION

SEGMENT INFORMATION - PRIMARY SEGMENT

CPT Global Limited operates predominantly in one business segment being the provision of information technology consulting services.

Geographic segments Australia United Kingdom Germany United States Consolidated
2004 2003 2004 2003 2004 2003 2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000 \$'000 \$'000 \$'000 \$'000 \$'000 \$'000
Segment revenue 25,321 26,629 1,916 2,178 799 113 746 ٠ 28,782 28,920
Segment assets 15,253 15,870 997 1,004 651 137 726 ۰. 17.627 17,011
Other segment
linformation:
Acquisition of property,
plant and equipment,
intangible assets and
lother non-current assets 73 60 1 $\bullet$ 74 61

SEGMENT INFORMATION - SECONDARY SEGMENT

Notes (cont'd)

30 JUNE 2004

31. FINANCIAL INSTRUMENTS

31(a) Interest rate risk

The consolidated entity's exposure to interest rate risks, which is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates, and the effective interest rates of financial assets and financial liabilities, both recognised and unrecognised at the balance date, are as follows:

Financial
Instruments
Floating interest
rate
Fixed interest ratel
maturing in 1 year
or less Non-interest bearing amount as per the
statement of
financial position
Total carrying Weighted average
effective interest
rate
2004 2003 2004 2003 2004 2003 2004 2003 2004 2003
\$'000 \$ 000 \$'000 \$'000 \$'000 \$'000 \$'000 \$'000 % %
(i) Financial assets
Cash 4.98 4.66 2,530 2,667 $\hat{\phantom{a}}$ 2.535 2,672
ITrade and other
receivables
٠ $\omega$ 6,060 5,610 6,060 5,610
Total financial assets 5 5 2.530 2,667 6.060 5,610 8,595 8,282
Financial
Instruments
Floating interest
rate
Fixed interest ratel maturing in 1 year
or less
Non-interest
bearing
Total carrying
amount as per the
statement of
financial position
Weighted average
effective interest
rate
2004 2003 2004 2003 2004 2003 2004 2003 2004 2003
\$'000 \$'000 \$'000 \$'000 \$'000 \$'000 \$'000 \$'000 % %
(ii) Financial
lliabilities
Trade creditors 2,342 2,446 2,342 2,446
Other creditors 277 107 277 107
Total financial
liabilities
2.619 2.553 2.619 2,553

31(b) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount of those assets, net of any provisions for doubtful debts, as disclosed in the balance sheet and notes to the financial report.

The economic entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the economic entity.

31(c) Net Fair Values

Assets and liabilities net fair value approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in a standardised form other than listed investments. Financial assets where the carrying amount exceeds net fair values have not been written down as the company intends to hold these assets to maturity.

The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement of financial position and in the notes to and forming part of the financial statements.

Notes (cont'd)

30 JUNE 2004

32. IMPACT OF ADOPTING AASB EQUIVALENTS TO IASB STANDARDS

CPT Global Limited has commenced transitioning its accounting policies and financial reporting from current Australian Standards to Australian equivalents of International Financial Reporting Standards (IFRS). The company has allocated internal resources and engaged expert consultants to perform diagnostics and conduct impact assessments to isolate key areas that will be impacted by the transition to IFRS. As CPT Global Limited has a 30 June year-end, priority has been given to considering the preparation of an opening balance sheet in accordance with AASB equivalents to IFRS as at 1 July 2004. This will form the basis of accounting for Australian equivalents of IFRS in the future, and is required when CPT Global Limited prepares its first fully IFRS compliant financial report for the year ended 30 June 2006. Set out below are the key areas where accounting policies will change and may have an impact on the financial report of CPT Global Limited. At this stage the company has not been able to reliably quantify the impacts on the financial report.

Goodwill

Under the Australian equivalent to IFRS 3 Business Combinations goodwill will no longer be able to be amortised but instead will be subject to annual impairment testing. This will result in a change in the group's current accounting policy which amortises goodwill over its useful life but not exceeding 20 years. Under the new policy, amortisation will no longer be charged, but goodwill will be written down to the extent it is impaired. Reliable estimation of the future financial effects of this change in accounting policy is impracticable because the conditions under which impairment will be assessed are not yet known.

Impairment of Assets

Under the Australian equivalent to IAS 36 Impairment of Assets the recoverable amount of an asset is determined as the higher of net selling price and value in use. This will result in a change in the group's current accounting policy which determines the recoverable amount of an asset on the basis of undiscounted cash flows. Under the new policy it is likely that impairment of assets will be recognised sooner and that the amount of write-downs will be greater. In determining value in use cash flows will be discounted. Reliable estimation of the future financial effects of this change in accounting policy is impracticable because the conditions under which impairment will be assessed are not yet known.

Share based payments

Under AASB 2 Share based Payments, the company will be required to determine the fair value of options issued to employees as remuneration and recognise an expense in the Statement of Financial Performance. This standard is not limited to options and also extends to other forms of equity based remuneration. It applies to all share-based payments issued after 7 November 2002 which have not vested as at 1 January 2005. Reliable estimation of the future financial effects of this change in accounting policy is impracticable as the details of future equity based remuneration plans are unknown.

Income taxes

Under the Australian equivalent to IAS12 Income Taxes, the company will be required to use a balance sheet liability method which focuses on the tax effects of transactions and other events that affect amounts recognised in either the Statement of Financial Position or a tax-based balance sheet. The most significant impact will be the recognition of a deferred tax liability in relation to the asset revaluation reserve. Previously, the capital gains tax effects of asset revaluations were not recognised. It is not expected that there will be any further material impact as a result of adoption of this standard.

Directors' Declaration

In accordance with a resolution of the directors of CPT Global Limited, I state that:

  • In the opinion of the directors: $(1)$
  • $(a)$ the financial statements and notes of the company and of the consolidated entity are in accordance with the Corporations Act 2001, including:
    • giving a true and fair view of the company's and consolidated entity's financial position as at 30 June $(i)$ 2004 and of their performance for the year ended on that date; and
    • complying with Accounting Standards and Corporations Regulations 2001; and $(i)$
  • $(b)$ there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

On behalf of the Board

Peter Corrigan Director

Melbourne, 30 August 2004

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF CPT GLOBAL LIMITED

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for both CPT Global Limited (the company) and CPT Global Limited (the consolidated entity), for the year ended 30 June 2004. The consolidated entity comprises both the company and the entities it controlled during that year.

The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

  • examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
  • assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Audit Opinion

In our opinion, the financial report of CPT Global Limited is in accordance with:

  • the Corporations Act 2001, including: $(a)$
  • giving a true and fair view of the company's and consolidated entity's financial position as at 30 $\left( i\right)$ June 2004 and of their performance for the year ended on that date; and
    • complying with Accounting Standards in Australia and the Corporations Regulations 2001; and

$(b)$ other mandatory financial reporting requirements in Australia.

| Nove_

MOORE STEPHENS HF Chartered Accountants

$(ii)$

$\Omega$

SDPITT Partner Melbourne, 30th August 2004

Moore Stephens HF ABN 39 533 589 331 (43b Floor, 607 Bourke Street, Melbourne, Victoria, 3000 Australia.
Telephone: +61 3 9614 4444 Facsimile: +61 3 9614 6039 Email: [email protected] Web: www.mshf.com.au

A member of the Moore Stephens International Limited Croup of Independent Forms

ASX Additional Information

Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 16 August 2004.

(a) Distribution of equity securities

The number of shareholders, by size of holding, in each class of share are:

Ordinary shares
Number of holders Number of shares
1 ٠ 1,000 16 6,735
1,001 $\omega$ 5,000 387 931,463
5,001 10,000 73 571,394
10.001 ٠ 100,000 176 5,703,651
100,001 and over 36 27, 253, 119
688 34,466,362
shares are: The number of shareholders holding
less than a marketable parcel of
13 4.188

(b) Twenty largest shareholders

The names of the twenty largest holders of quoted shares are:

Listed ordinary shares
Number of shares Percentage of
ordinary shares
1 GNP NOMINEES PTY LTD 15,754,177 45.7
2 CITICORP NOMINEES PTY LIMITED 1,888,000 5.5
3 TUDDY SUPER PTY LTD 1,556,733 4.5
4 MIRRABOOKA INVESTMENTS LIMITED 1,174,200 3.4
5 NATIONAL SUPERANNUATION TRUSTS 587,898 1.7
6 MR PAUL FIELDING 400,000 1.2
7 MR FREDERICK SHEPPARD GRIMWADE 400,000 1.2
8 MR BEN TUDDENHAM 373,652 1.1
9 MR BARRY ARTHUR HENDERSON 372,931 1.1
10 CAREY ENTERPRISES PTY LTD 345,000 1.0
11 MR LUKE TUDDENHAM 322,750 0.9
12 MARIE SCODELLA AND ASSOCIATES 319,912 0.9
13 J P MORGAN NOMINEES AUSTRALIA 315,306 0.9
14 KELFIELD INVESTMENTS PTY LTD 311,255 0.9
15 MR THOMAS MICHAEL SLATTERY 300,000 0.9
16 MR DOUGLAS DANIEL EMMANUEL 300,000 0.9
17 KPM FIELD PTY LTD 275,000 0.8
18 K & D CONSULTING PTY LTD 264,286 0.8
19 FELDANE PTY LTD 230,667 0.7
20 BETTINA SCHELLENBERG-HARLEY 204,000 0.6
25,695,767 74.6

ASX Additional Information (cont'd)

(c) Unquoted options

The names of the twenty largest holders of unquoted options are:

Unquoted options
Number of options Percentage of total
options
MR GERRY TUDDENHAM 400,000 36
2 MR PETER CORRIGAN 400,000 36
3 MR PETER WRIGHT 300,000 28
1,100,000 100

(d) Substantial shareholders

The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:

Number of Shares
CITICORP NOMINEES PTY LIMITED 1,888,000
GNP NOMINEES PTY LTD AS TRUSTEE FOR THE CPT TRUST 15,754,177
MR GERRY TUDDENHAM AND HIS ASSSOCIATES (EXCLUDING HIS 64.70% BENEFICIAL INTEREST IN
THE CPT TRUST
1.562.733
MR PETER CORRIGAN AND HIS ASSOCIATES (EXCLUDING HIS 27.41% BENEFICIAL INTEREST IN THE
CPT TRUST)
595.898

(e) Voting rights

All ordinary shares (whether fully paid or not) carry one vote per share without restriction. Options do not carry voting rights.

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GÉT CKOBAL LIMITED

Level 1, 4 Riverside Quay Southbank Vic 3006 $-461$ (0)3 9690 3911 tejechone. FLOSHOLLS $-461(0)306008206$ Internet: www.CPTglobal.com