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GR ENGINEERING SERVICES LIMITED — Annual Report 2025
Aug 24, 2025
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Annual Report
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GR ENGINEERING SERVICES LIMITED
ANNUAL FINANCIAL REPORT
30 June 2025
ABN 12 121 542 738
ANNUAL FINANCIAL REPORT
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TABLE OF CONTENTS
| TABLE OF CONTENTS | |
|---|---|
| CORPORATE DIRECTORY | 3 |
| DIRECTORS’ REPORT | 4 |
| AUDITOR’S INDEPENDENCE DECLARATION | 24 |
| FINANCIAL REPORT: | |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME |
25 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 26 |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 27 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 28 |
| NOTES TO THE FINANCIAL STATEMENTS | 29 |
| CONSOLIDATED ENTITY DISCLOSURE STATEMENT | 68 |
| DIRECTORS’ DECLARATION | 69 |
| INDEPENDENT AUDITOR’S REPORT | 70 |
| CORPORATE GOVERNANCE STATEMENT | 74 |
| ADDITIONAL ASX INFORMATION | 82 |
| APPENDIX 4E | 84 |
| CALENDAR | |
| Final Dividend: | |
| Ex-dividend Date | 1 September 2025 |
| Record Date | 2 September 2025 |
| Payment Date | 25 September 2025 |
| Annual General Meeting | 21 November 2025 |
Final Dividend: Ex-dividend Date Record Date Payment Date Annual General Meeting
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ANNUAL FINANCIAL REPORT
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CORPORATE DIRECTORY
GR ENGINEERING SERVICES LIMITED
ACN 121 542 738 ABN 12 121 542 738
DIRECTORS
Phillip Lockyer (Non-Executive Chairman) Tony Patrizi (Managing Director) Peter Hood (Non-Executive Director) Joe Totaro (Non-Executive Director) Deb Morrow (Non-Executive Director)
COMPANY SECRETARY & CHIEF FINANCIAL OFFICER
Omesh Motiwalla
REGISTERED OFFICE
71 Daly Street ASCOT WA 6104
PRINCIPAL PLACE OF BUSINESS
71 Daly Street ASCOT WA 6104 Telephone: (61 8) 6272 6000 Facsimile: (61 8) 6272 6001 Email: [email protected] Website: www.gres.com.au
ASX CODE
GNG
AUDITOR
Deloitte Touche Tohmatsu Tower 2, Brookfield Place, 123 St Georges Terrace PERTH WA 6000
SOLICITORS TO THE COMPANY
Zafra Legal Level 10, 105 St Georges Terrace PERTH WA 6000
SHARE REGISTRY
Computershare Investor Services Pty Limited Level 17, 221 St Georges Terrace PERTH WA 6000
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
Your Directors present their report together with the financial statements of GR Engineering Services Limited (“GR Engineering” or “consolidated entity”) for the financial year ended 1 July 2024 to 30 June 2025 (FY25) and the independent auditor’s report thereon.
The names of the consolidated entity’s Directors in office during FY25 and until the date of this report are as below. Directors were in office for this entire period unless otherwise stated.
DIRECTORS
Phillip (Phil) LOCKYER (Non-Executive Chairman) Tony Marco PATRIZI (Managing Director) Peter John HOOD (Non-Executive Director) Giuseppe (Joe) TOTARO (Non-Executive Director) Deborah (Deb) MORROW (Non-Executive Director)
CHIEF FINANCIAL OFFICER & COMPANY SECRETARY
Omesh MOTIWALLA
PRINCIPAL ACTIVITIES
During the financial period, the consolidated entity’s activities have been the provision of high quality process engineering, detailed engineering design, process control and automation design and construction services to the mining and mineral processing industry and the provision of operations, maintenance, engineering and advisory services to the energy sector.
DIVIDENDS PAID DURING THE YEAR
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Fully franked dividend of 10.0 cents per share paid on 20 September 2024.
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Fully franked dividend of 10.0 cents per share paid on 25 March 2025.
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Subsequent to 30 June 2025, a fully franked dividend of 12.0 cents per share was recommended by the Directors to be paid on 25 September 2025.
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GR Engineering has a Dividend Reinvestment Plan (DRP) which enables all shareholders to elect to have all or some of their dividend reinvested in additional GR Engineering shares. The DRP is applicable to the FY25 final dividend. The Directors have determined that a 2.5% discount will apply to the allocation price.
REVIEW OF OPERATIONS
During the year under review, the consolidated entity achieved revenue of $479.0 million (FY24: $424.1 million) and earnings before interest, tax, depreciation and amortisation (EBITDA) of $57.2 million (FY24: $50.9 million).
GR Engineering safely and successfully delivered multiple major and minor projects during the year. The major completions included the Mungari Future Growth Project, Kathleen Valley Lithium Backfill Project and the Woodlawn Restart Project. During the period, GR Engineering completed its transitional and handover works relating to BHP's West Musgrave Project. Project execution levels remain high as works continue on the Kainantu Gold Project, King of the Hills Operations Stage 1 and Stage 2 upgrades and the Eloise Copper Expansion Project.
GR Engineering's wholly owned subsidiary, GR Production Services (GRPS) achieved higher revenue and EBITDA results for FY25. GRPS continued to build its contracted and near term pipeline of work. Mipac and Paradigm's results were impacted by the temporary suspension of work at West Musgrave and the deferrals of key projects into FY26. Both businesses are forecasting revenue and EBITDA growth in FY26.
The consolidated group was able to achieve an improved EBITDA result compared to FY24. This was the result of solid operational performance across the group. Revenue visibility remains strong based on the contracted and near term pipeline of work and the high level of study work across a broad range of commodities.
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
GR Engineering's mineral processing and energy order book for works currently being undertaken and which will continue into FY26 include:
Mineral Processing
GR Engineering's contracted order book for design and construction works includes:
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King of the Hills Operations Stage 1 and Stage 2 Upgrade - $155 million EPC Contract with a wholly owned subsidiary of Vault Minerals Limited for the Stage 1 and Stage 2 Upgrade for the King of the Hills Operations in Western Australia. The project scope comprises the design, procurement, construction, installation and commissioning of the upgrade to the King of the Hills dry processing plant and the wet processing plant.
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Eloise Copper Expansion Project - $78 million EPC Contract with a wholly owned subsidiary of AIC Mines Limited for the expansion of the Eloise copper processing facility in northern Queensland. This project was awarded in June 2025.
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Kainantu Gold Project - 1.2 Mtpa Process Plant - US$81 million EPC Contracts with a wholly owned subsidiary of TSX listed K92 Mining Inc for a 1.2 Mtpa Process Plant at the Kainantu Gold Mine in Papua New Guinea. This project was awarded in December 2023 and site mobilisation commenced in 2024, with commissioning currently underway.
In addition to the above projects, GR Engineering maintains a solid pipeline of near term work opportunities across a broad range of commodities.
Process Controls - Mipac and Paradigm
Mipac and Paradigm are leading providers of control systems, operational technology and engineering services primarily in the mineral processing, iron ore and energy sectors. With an established proven track record of success, the process controls group leverages technology to deliver solutions for operational challenges across a project's entire life cycle, minimising risk and driving productivity.
During FY25, the business continued to deliver control systems, automation and digital solutions for key repeat clients such as First Quantum Minerals, Glencore Technology, BHP, Rio Tinto, Anglo American, Ok Tedi Mining and other smaller conglomerates. The results were impacted by the temporary suspension of work at West Musgrave and the deferrals of key projects into FY26. The business is forecasting revenue and EBITDA growth in FY26.
Studies
GR Engineering has been engaged on a number of engineering and consultancy assignments on a range of domestic and international projects with scopes extending to scoping studies, preliminary feasibility studies, definitive feasibility studies, process design, procurement support and site supervision services associated with new and existing operations.
During FY25, GR Engineering completed 39 studies and as at 30 June 2025, was engaged on a further 30 studies across a broad range of commodities for projects in Australia and abroad.
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
Energy - GR Production Services
GR Engineering’s production services business, GRPS, achieved revenue contributions primarily through the provision of operations and maintenance services to the energy sector including conventional gas, coal seam gas (CSG) to liquefied natural gas (LNG), LNG (offshore and onshore), green hydrogen production and transport, carbon sequestration and the onshore and offshore oil and gas sectors throughout Australia.
In Queensland and South Australia (Cooper Basin), GRPS managed and executed maintenance and operations support services on 5 gas production facilities and over 3,000 CSG wells and conventional oil and gas wells. On 31 October 2024, GRPS was awarded a two year contract extension for Santos in the Surat and Cooper Basins. GRPS continued to be the regulated operator of the Moranbah Gas Project under a long term agreement. GRPS supported onshore clients with respect to carbon sequestration services and provided operational advisory services to several Australian green hydrogen projects. GRPS provided engineering, procurement and construction services for Senex Energy for the EOS and Glenora nodal compression stations as part of their Roma North facility expansion project.
In the Northern Territory, GRPS continued to provide maintenance services on the Blacktip gas field production facilities (onshore and offshore). In addition, GRPS provides operations and maintenance support services to the Ichthys LNG upstream and downstream facilities. The scope of work involves providing production and technical roles to INPEX as required to supplement their business and support for maintenance shutdown planning and execution on all facilities.
In Western Australia, GRPS remains a leading provider of operations and maintenance services to clients in the Perth Basin. GRPS is providing services at Chevron’s Gorgon Project and continues to provide operational support services for Santos projects in the region. In addition, GRPS provides maintenance and operational support services to Mitsui E&P Australia (MEPAU) and Beach Petroleum's Waitsia asset in the Perth Basin.
Safety
GR Engineering is founded on a strong belief in its core values. These values drive GR Engineering to constantly improve its working environment. GR Engineering's commitment to health, safety and well-being for all its personnel at all times is managed to ensure a safe working environment and to ensure that no one works in an unsafe manner. GR Engineering is committed to the target of zero injuries and operates using accredited OH&S, Integrated Management and Quality Management Systems.
GR Engineering applies risk and hazard identification methodologies in developing safety and health management plans that are tailored to each project and its client's requirements. GR Engineering encourages its employees and subcontractors to report all incidents, accidents and near miss occurrences within its workplaces and all reported incidents are investigated.
The GR Engineering group’s Total Reportable Injury Frequency Rate (TRIFR) for FY25 was 4.74.
FY26 Outlook
GR Engineering has a solid order book and has been building its pipeline for FY26 and future periods. GR Engineering intends to provide FY26 guidance at its 2025 Annual General Meeting, to be held on 21 November 2025, when it is likely to have more certainty in relation to the timing of key projects.
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
FINANCIAL POSITION
At 30 June 2025, the consolidated entity maintained a solid cash position of $71.0 million (30 June 2024: $74.6 million) with negligible external bank debt. During FY25 GR Engineering paid out $33.4 million (FY24: $31.3 million) in fully franked dividends to shareholders.
DIVIDENDS
The Board has resolved to declare a final FY25 dividend of 12 cents per share, fully franked. The ex-dividend date for this dividend will be 1 September 2025, the Record Date is 2 September 2025 and the Payment Date is 25 September 2025.
GR Engineering has a Dividend Reinvestment Plan (DRP) which enables all shareholders to elect to have all or some of their dividend reinvested in additional GR Engineering shares. The DRP is applicable to the FY25 final dividend. The Directors have determined that a 2.5% discount will apply to the allocation price.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
None noted.
FUTURE DEVELOPMENTS
Information regarding likely developments in the operations of the consolidated entity in future financial years is referred to in the Review of Operations section in this Directors’ Report.
EVENTS AFTER BALANCE SHEET DATE
On 20 August 2025, the Board resolved to declare a final FY25 dividend of 12 cents per share, fully franked. The exdividend date for this dividend will be 1 September 2025, the Record Date is 2 September 2025 and the Payment Date will be 25 September 2025.
GR Engineering has a Dividend Reinvestment Plan (DRP) which enables all shareholders to elect to have all or some of their dividend reinvested in additional GR Engineering shares. The DRP is applicable to the FY25 final dividend. The Directors have determined that a 2.5% discount will apply to the allocation price.
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
BOARD OF DIRECTORS
Phillip (Phil) LOCKYER - Non-Executive Chairman Dip Met, Assoc Min Eng, M.Min Econs
Phil Lockyer is a Mining Engineer and Metallurgist who has over 50 years' experience in the mineral industry, with a focus on gold and nickel in both underground and open pit operations. He was employed by WMC Resources Limited for 20 years and as General Manager for Western Australia was responsible for WMC's nickel division and gold operations. Mr Lockyer also held the position of Director Operations for Dominion Mining Limited and Resolute Limited. He holds a Diploma of Metallurgy from the Ballarat School of Mines, an Associateship of Mining Engineering from the Western Australian School of Mines and a Masters of Mineral Economics from Curtin University.
Phil Lockyer has formerly served on the Boards of Swick Mining Services Limited, Perilya Limited, Focus Minerals Limited and CGA Mining Limited. He is currently a Non-Executive Director of RTG Mining Inc.
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Interests in ordinary shares in GR Engineering - 50,000
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Interests in other securities in GR Engineering - None
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Special Responsibilities: - Non-Executive Chairman
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Member of the Audit and Risk Committee
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Member of the Remuneration and Nominations Committee
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Directorships in other listed entities in the last 3 years:
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RTG Mining Inc. (ASX:RTG) 2013 - Present
Tony Marco PATRIZI – Managing Director BE (Mech Eng)
Tony co-founded GR Engineering. Tony is a Mechanical Engineer with over 40 years’ experience in the mining and minerals processing industries as a company director, operations manager, project manager and maintenance engineer. Tony was previously the operations manager of JR Engineering which had over 300 personnel and provided workshop, maintenance, engineering and construction services to mining and mineral processing projects in Western Australia and interstate.
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Interests in ordinary shares in GR Engineering – 9,795,000
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Interests in other securities in GR Engineering - None
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Directorships in other listed entities in the last 3 years - None
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
Peter John HOOD AO – Non-Executive Director
BE(Chem), MAusIMM, FlChemE, FAICD
Peter is a professional Chemical Engineer with over 50 years’ experience in the development of projects in the resources and chemical industries. He began his career in operational roles with WMC Ltd and then was Chief Executive Officer of Coogee Chemicals Pty Ltd and Coogee Resources Ltd from 1998 to 2009. He is a graduate of the Harvard Business School Advanced Management Programme and is currently Chairman of Matrix Composites and Engineering Ltd and a Non-Executive Director of Cue Energy Resources Ltd. He has been Vice-Chairman of the Australian Petroleum Production and Exploration Association Limited (APPEA), Chairman of the APPEA Health Safety and Operations Committee, and is a past President of the Western Australian and Australian Chambers of Commerce and Industry. In 2020, Mr Hood was recognised as an Officer of the Order of Australia (AO) for distinguished service to business and commerce at the state, national and international level, and to the resources sector.
Peter was initially appointed as a Non-Executive Director of the Company on 10 February 2011.
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Interests in ordinary shares in GR Engineering – 500,000
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Interests in other securities in GR Engineering - None
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Special Responsibilities: - Chairman of the Remuneration and Nominations Committee
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Member of the Audit and Risk Committee
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Directorships in other listed entities in the last 3 years: - De Grey Mining Limited (ASX:DEG) November 2018 - May 2025
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Matrix Composites & Engineering Limited (ASX:MCE) 2011 - Present
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Cue Energy Resources Limited (ASX:CUE) February 2018 - Present
Giuseppe (Joe) TOTARO – Non-Executive Director
BCom, CPA
Joe is a Certified Practicing Accountant (CPA) with over 40 years’ experience in commercial and public practice specialising in mining and mining services. Joe is a co-founder of GR Engineering and was formerly the Chief Financial Officer and Company Secretary of GR Engineering.
Joe was appointed as a Non-Executive Director of the Company on 1 July 2019.
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Interests in ordinary shares in GR Engineering – 8,000,000
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Interests in other securities in GR Engineering - None
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Special Responsibilities:
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Chairman of the Audit and Risk Committee
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Member of the Remuneration and Nominations Committee
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Directorships in other listed entities in the last 3 years:
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Tasmea Limited (ASX:TEA) April 2024 - Present
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
Deborah (Deb) MORROW - Non-Executive Director BBus, GAICD
Deb is a highly regarded corporate leader with over 25 years' experience leading large-scale global projects and through a range of senior corporate and sustainability roles across the energy and mining sectors.
Deb had a 24 year career with Woodside Energy Ltd and was a senior executive at OZ Minerals Ltd, prior to its acquisition by BHP Group Limited in 2023. Deb is the Executive Director of Miner's Promise and the Chairperson of Holyoake.
Deb was appointed as a Non-Executive Director of the Company on 18 April 2024.
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Interests in ordinary shares in GR Engineering – None
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Interests in other securities in GR Engineering - None
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Special Responsibilities: - Member of the Audit and Risk Committee
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Member of the Remuneration and Nominations Committee
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Directorships in other listed entities in the last 3 years: - Agrimin Ltd (ASX:AMN) September 2023 - February 2025
CHIEF FINANCIAL OFFICER & COMPANY SECRETARY
Omesh MOTIWALLA (BCom, FCA)
Omesh is a Fellow of Chartered Accountants Australia and New Zealand (FCA) and is an experienced Chief Financial Officer & Company Secretary. Omesh has over 25 years of corporate and financial advisory experience in commerce and in the Big 4 accounting firms. Omesh’s experience includes consulting and managing numerous mergers and acquisitions involving private and publicly listed companies in the mining, oil and gas and related services sectors. Omesh was previously a Corporate Finance Partner at Deloitte Touche Tohmatsu in Australia until December 2017. Deloitte Touche Tohmatsu are the auditors of the consolidated entity, and Omesh was a partner of the firm when previous audits have been undertaken.
MEETINGS OF DIRECTORS
The number of Meetings of the Board of Directors held during the year ended 30 June 2025 and the number attended by each director are as follows:
| FULL MEETINGS OF DIRECTORS | FULL MEETINGS OF DIRECTORS | |
|---|---|---|
| Eligible | Attended | |
| Phil Lockyer | 11 | 10 |
| Tony Patrizi | 11 | 11 |
| Joe Totaro | 11 | 10 |
| Peter Hood | 11 | 10 |
| Deb Morrow | 11 | 10 |
Meetings of the Audit & Risk Committee were held on 15 August 2024 and 19 February 2025. Both meetings were attended by Joe Totaro, Peter Hood, Phil Lockyer and Deb Morrow. A meeting of the Remuneration and Nominations Committee was held on 2 October 2024. This meeting was attended by Peter Hood, Joe Totaro and Deb Morrow.
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
OPTIONS
As at the date of this report, there were no unissued ordinary shares of GR Engineering under option.
SHARE APPRECIATION RIGHTS
As at the date of this report, no Share Appreciation Rights vested or were on issue.
PERFORMANCE RIGHTS
As at the date of this report, the unissued ordinary shares of GR Engineering which are the subject of unvested Performance Rights are as follows:
| No. Performance | |||
|---|---|---|---|
| Vesting Date | Rights | Expiry Date | Exerciseprice |
| 27 August 2025 | 80,000 | 27 August 2025 | - |
| 1 November 2025 | 595,000 | 1 November 2025 | - |
| 12 December 2025 | 1,610,000 | 12 December 2025 | - |
| 28 August 2026 | 2,091,750 | 28 August 2026 | - |
| 3 October 2026 | 40,000 | 3 October 2026 | - |
| 10 November 2026 | 30,000 | 10 November 2026 | - |
| 13 March 2026 | 217,025 | 13 March 2026 | - |
| 13 March 2027 | 130,000 | 13 March 2027 | - |
| 22 July 2027 | 60,000 | 22 July 2027 | - |
| 30 October 2027 | 28,000 | 30 October 2027 | - |
| 30 November 2027 | 125,000 | 30 November 2027 | - |
| 29 February 2028 | 35,000 | 29 February 2028 | - |
| 17 March 2028 | 134,000 | 17 March 2028 | - |
| 9 June 2028 | 20,000 | 9 June 2028 | - |
The Performance Rights holders do not have any right to participate in any issues of shares or other interests in the consolidated entity or any other entity.
During the financial year ended 30 June 2025, 445,000 ordinary shares were issued due to the vesting of Performance Rights.
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
RISK MANAGEMENT
GR Engineering has risk management policies and procedures in place to provide early identification of business risks and to monitor the mitigation of those risks across all aspects of the business. These include risk assessment in the project negotiation and delivery phase, treasury management risk and credit risk. GR Engineering also identifies and tracks appropriate mitigation actions for identified risks. The Audit and Risk Committee, a Board sub-committee, oversees risk.
Material risks that could adversely affect GR Engineering are identified below. The risks are not listed in order of significance, nor are they all-encompassing; rather they reflect the most significant risks that the business is exposed to at a consolidated level.
Work Health and Safety (WHS)
The nature of GR Engineering's work means our people are at risk of incidents which have the potential to cause physical and psychological harm.
Controls / mitigation strategies
GR Engineering is founded on a strong belief in our core values. These values drive GR Engineering to constantly improve its working environment. GR Engineering is committed to a target of zero injuries and are certified to ISO 45001 OH&S and ISO 9001 Quality Management Systems. GR Engineering deploy specialist WHS personnel onto each project implementation team in addition to regular oversight by the corporate WHS management group. The business actively monitors employee and subcontractor qualifications to ensure that they meet or exceed requirements. GR Engineering encourages employees and subcontractors to report all incidents, accidents and near miss occurrences within the workplace and all reported incidents are investigated. Potential psychosocial hazards in the workplace have been identified and are being managed and actively mitigated.
Economic Cycle
GR Engineering's financial performance is influenced by the level of engineering, construction, operations and maintenance activity in the mining and energy sectors, which are impacted by factors outside of GR Engineering's control. These factors include movement in commodity prices, exchange rates and interest rates, the availability of funding and government policy.
Controls / mitigation strategies
GR Engineering mitigates this risk by its diversified service offering which includes its design and construction business in the mining sector, operations and maintenance business in the energy sector and its recent process controls business acquisitions. The business further mitigates this risk through the diversification of its customer, commodity and geographical base.
GR Engineering maintains sufficient working capital to mitigate the risk of sustained negative economic periods.
Project Delivery
GR Engineering derives the majority of its revenue at any given time from a concentrated number of contracts which may be delayed, terminated or incur unforeseen costs in performance which may not be recoverable. In particular, unsuccessful fixed price contracts may have a material and onerous impact on the business if they are not managed correctly.
Controls / mitigation strategies
GR Engineering has a proven successful track record of project delivery across multiple commodities and geographies since the formation of the company in 2006. GR Engineering's management team are experienced in project tendering, estimating, negotiation and delivery. GR Engineering has robust management and reporting systems and conducts regular business and project reviews to provide early warnings and implement corrective actions, as required. Lessons learnt on previous projects are documented and shared which assists with a process of continuous improvement.
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
Recruitment and Retention
GR Engineering's growth and profitability may be impacted by the loss of key management or operational personnel or due to the inability to recruit and retain skilled and experienced staff.
Controls / mitigation strategies
GR Engineering recognise that its people are its most significant asset. This statement is embedded in GR Engineering's core values. GR Engineering has a strong and positive culture that has existed since the inception of the business. This combined with stable leadership has assisted GR Engineering in achieving a high level of employee retention. GR Engineering has many long term and loyal employees and a low turnover rate. The business actively manages programs designed to develop talent and embraces a diverse and inclusive culture.
Litigation
The business regularly executes customer and supplier contracts. There is an inherent risk of contractual issues that could result in financial loss.
Controls / mitigation strategies
GR Engineering has an experienced commercial team that works closely with operational leaders in the review and negotiation of contracts. External legal counsel is also used in the review process, where required. GR Engineering has established contract management processes in place. Industry standard contract documents are used, where possible. Counter-party risk is assessed by senior management for all projects.
GR Engineering typically undertakes business with pre-qualified suppliers operating under purchase order terms and conditions or negotiated contracts. GR Engineering has long term relationships with a large number of these suppliers.
Cyber Security and Data Protection
Targeted cyber attacks or unauthorised access to GR Engineering's IT systems pose a number of risks to the business including reputational damage, financial loss, operational disruption and breaches of regulatory compliance obligations.
Controls / mitigation strategies
GR Engineering has developed IT policies, procedures and practices including IT systems, IT security and social media. GR Engineering has invested, and continues to invest, in systems, tools and infrastructure to protect our assets. Cyber security scenario exercises have been performed by senior management and an external review has been performed. The Audit & Risk Committee is briefed on cyber security on a regular basis.
INDEMNIFYING OFFICERS OR AUDITORS
During the financial year, the consolidated entity paid insurance premiums relating to contracts insuring the directors and company secretary against liability which may arise in connection with them acting as Director or Company Secretary, to the extent permitted under the Corporations Act. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
LEGAL PROCEEDINGS
No person has applied for leave of court to bring proceedings on behalf of the consolidated entity or intervene in any proceedings to which the consolidated entity is a party for the purpose of taking responsibility on behalf of the consolidated entity for all or any part of those proceedings.
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
NON AUDIT SERVICES
The Board of Directors is satisfied that the provision of non-audit services during the year is consistent with the general standard of independence imposed by the Corporations Act 2001.
Non-audit services were reviewed by the Board to ensure they do not compromise the objectivity of the Auditor and to ensure the nature of services provided is not inconsistent with the principals of auditor independence as set out in APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
During the year ended 30 June 2025, fees amounting to $317,123 were paid to Deloitte Touche Tohmatsu for non-audit services including taxation advice.
AUDITOR’S INDEPENDENCE DECLARATION
The Auditor’s Independence Declaration for the year ended 30 June 2025 can be found at page 24 of this financial report.
ENVIRONMENTAL SOCIAL AND GOVERNANCE FRAMEWORK
GR Engineering has a strong and demonstrated commitment to Environmental, Social and Governance (ESG) matters. In this section, GR Engineering outlines its actions to date and summarises its current policies and procedures supporting its commitment to ESG.
Environmental
GR Engineering maintains a proactive assessment towards potential environmental impacts. GR Engineering meets its commitments to the protection of the environment and sustainability by incorporating sound environmental protection principles into its design and endeavours that its projects are executed in an environmentally responsible way.
Environmental management plans are completed for all design and construction projects using methods that comply with high standards of environmental protection practice. This process involves working closely with its clients and adhering to their environmental management plans.
It is of paramount importance to management and the Board of Directors that as well as operating within its own environmental policies, the consolidated entity observes all relevant licences in good standing. The consolidated entity has not been made aware of any areas of non-compliance in this regard. In conjunction with GR Engineering's clients, Environmental Management Plans are completed for all design and construction projects using methods that comply with high standards of environmental protection practice and all relevant legislation.
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
Social
GR Engineering is proud to be a long term partner of the following organisations:
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Starlight Children’s Foundation WA (Starlight) – GR Engineering has been a Star Partner with Starlight since 2012 and has made a lasting positive impact to sick kids, families and communities through its involvement in the Starlight Express Rooms located in Perth Children’s Hospital. GR Engineering has aligned fundraising to the success of achieving safety business objectives by committing a daily donation to Starlight for each LTI free day achieved in accordance with its safety policies. This innovative programme rewards safe workplace culture and celebrates the importance of incident free safety in our offices and work sites.
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Ronald McDonald House WA (RMHC WA) – GR Engineering has been a proud partner of RMHC WA since 2016. RMHC WA provides quality supported accommodation, 365 days a year, for Western Australian families with seriously ill children requiring medical treatment in Perth. GR Engineering sponsors multiple rooms at the Nedlands facility.
Recurring contributions are also provided to multiple not for profit organisations including the Royal Flying Doctor Services, Epilepsy WA and MSWA Ride.
GR Engineering regularly partners with its customers on social ventures, particularly in relation to initiatives involving the local communities in which their customers operate.
With respect to employees, GR Engineering recognises that its people are its most significant asset. GR Engineering has a strong and positive culture that has existed since the business’s inception. GR Engineering is proactive with regards to training and advancing its personnel through all aspects of the business.
The business seeks to employ the best available staff from diverse backgrounds. GR Engineering respects and values the competitive advantage of diversity (which includes but is not limited to gender, age, ethnicity and cultural background), and the benefit of its integration throughout the business in order to enrich the Company’s perspective and improve corporate performance and shareholder value.
GR Engineering is committed to the ideal of equal employment opportunity and to providing a workplace that is free of harassment and discrimination and to respecting the rights of its employees and contractors. The business ensures a safe workplace and maintains proper occupational health and safety practices commensurate with the nature of the business and its activities. GR Engineering provides competitive remuneration packages and has granted performance rights to key personnel across the business. These performance rights vest over a three year period and align the team with the success of the business.
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ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
Governance
GR Engineering is a publicly listed company and complies with the ASX Council’s 4[th] Edition Corporate Governance Principles and Recommendations. The Board of Directors comprises five directors, noting the majority of the Board, including the Chairman are non-executive directors. The Managing Director and CFO's short term incentives include ESG metrics.
GR Engineering has a Corporate Governance Manual which sets out the main principles adopted by the Board of Directors in order to implement and maintain a culture of good corporate governance. GR Engineering’s Corporate Governance Manual includes the following governance policies:
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Code of Conduct.
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Continuous Disclosure Policy.
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Diversity Policy.
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Share Trading Policy.
-
Whistle-Blower Policy.
-
Anti-Bribery and Anti-Collusion Policy.
Each year, GR Engineering lodges its annual Modern Slavery Statement to the Australian Border Force in compliance with the Modern Slavery Act. GR Engineering regards the risk of modern slavery to its supply chain and operations to be low.
REMUNERATION REPORT – AUDITED
The remuneration report details the amount and nature of the remuneration for the consolidated entity’s key management personnel.
Directors
-
Tony Patrizi (Managing Director)
-
Phil Lockyer (Non-Executive Chairman)
-
Peter Hood (Non-Executive Director)
-
Joe Totaro (Non-Executive Director)
-
Deb Morrow (Non-Executive Director)
Executives
- Omesh Motiwalla (Chief Financial Officer & Company Secretary)
Unless otherwise stated the named persons held their current position for the whole financial year and since the end of the financial year. At the consolidated entity’s 2024 Annual General Meeting, 98.4% of eligible shareholders voted in favour of the remuneration report. No specific comments were made regarding the remuneration report at the meeting.
16
ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
REMUNERATION POLICY
The consolidated entity’s remuneration policy has been designed to attract and retain high calibre key employees whose personal interests are aligned with success and growth of the consolidated entity and therefore shareholders. This will be achieved by:
-
Staying abreast of labour market forces thereby ensuring remuneration offered by the consolidated entity is competitive and remains so through a process of annual review.
-
Devising performance based remuneration programmes.
-
Utilising the consolidated entity’s Equity Incentive Plan.
NON-EXECUTIVE DIRECTORS
The consolidated entity’s policy is to remunerate non-executive directors according to market rates and to reflect the time dedicated to their position and special responsibilities involved.
GR Engineering’s Constitution provides that the Directors shall be paid out of the funds of the consolidated entity by way of remuneration for services such sums as may from time to time be determined by the consolidated entity in General Meeting, to be divided among the Directors in such proportions as they shall from time to time agree or in default of agreement, equally.
Directors are encouraged to hold shares in the consolidated entity to align their personal objectives with the growth and profitability of the consolidated entity.
EXECUTIVE DIRECTORS
Executive Directors' pay and reward is comprised of a competitive base salary. To the extent that executive directors are shareholders in the consolidated entity, their personal objectives are aligned with the performance of the consolidated entity.
17
ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
SENIOR EXECUTIVES
Executives' remuneration is comprised of a competitive base salary, performance bonuses and share based incentive payments (at the discretion of the board). The Managing Director, Tony Patrizi is also eligible to participate in the GR Engineering Services Limited Equity Incentive Plan.
All executive remuneration packages are reviewed annually to ensure they remain competitive and reflect performance. Remuneration paid to directors and executives is valued at cost to the consolidated entity. Options, Performance Rights and Share Appreciation Rights are valued using the Black Scholes and Monte Carlo methods.
EMPLOYMENT DETAILS OF MEMBERS OF KEY MANAGEMENT PERSONNEL
| Name | Title | Contract Details | Non Salary Cash Incentives |
Shares/ Units |
Options/ Rights |
Fixed Salary |
Total |
|---|---|---|---|---|---|---|---|
| Phillip Lockyer | Non-Executive | By rotation and re-election | - | - | - | 100% | 100% |
| Chairman | |||||||
| Tony Patrizi | Managing | Termination: 3 months notice by | - | - | - | 100% | 100% |
| Director | the consolidated entity or | ||||||
| employee | |||||||
| Peter Hood | Non-Executive | By rotation and re-election | - | - | - | 100% | 100% |
| Director | |||||||
| Joe Totaro | Non-Executive | By rotation and re-election | - | - | - | 100% | 100% |
| Director | |||||||
| Deb Morrow | Non-Executive | By rotation and re-election | - | - | - | 100% | 100% |
| Director | |||||||
| Omesh | Company | Termination: 3 months notice by | - | - | 6.0% | 94.0% | 100% |
| Motiwalla | Secretary / Chief | the consolidated entity or |
|||||
| Financial Officer | employee |
The terms and conditions upon which key employees are employed are set out in contracts of employment. These contracts provide for minimum notice periods prior to termination and, in some cases restrictive covenants upon termination.
The consolidated entity can terminate the contract at any time in the case of serious misconduct and termination payments may be paid in lieu of notice period.
18
ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
REMUNERATION DETAILS FOR THE YEAR ENDED 30 JUNE 2025 - BOARD OF DIRECTORS
| Short Term Benefits | Short Term Benefits | Post Employment Benefits |
Equity Based Payments |
Equity Based Payments |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Non Cash | |||||||||
| Cash Salary | Payments | Other | Super- | Performance | |||||
| & Fees | * | ** | Sub Total | annuation | Equity | Options | Total | Based | |
| $ | $ | $ | $ | $ | $ | $ | $ | % | |
| NON-EXECUTIVE CHAIRMAN | |||||||||
| Phillip Lockyer | |||||||||
| 2025 | 102,894 | - | - | 102,894 | 11,833 | - | - | 114,727 | 0.0% |
| 2024 | 90,399 | - | - | 90,399 | 9,943 | - | - | 100,342 | 0.0% |
| EXECUTIVE | DIRECTOR | ||||||||
| Tony Patrizi | |||||||||
| 2025 | 651,566 | 11,126 | 176,666 | 839,358 | 29,932 | - | - | 869,290 | 21.9% |
| 2024 | 625,726 | 12,047 | 20,364 | 658,137 | 27,398 | - | - | 685,535 | 0.0% |
| NON-EXECUTIVE DIRECTORS | |||||||||
| Peter Hood | |||||||||
| 2025 | 76,068 | - | - | 76,068 | 8,748 | - | - | 84,816 | 0.0% |
| 2024 | 67,640 | - | - | 67,640 | 7,440 | - | - | 75,080 | 0.0% |
| Joe Totaro | |||||||||
| 2025 | 76,068 | - | - | 76,068 | 8,748 | - | - | 84,816 | 0.0% |
| 2024 | 67,640 | - | - | 67,640 | 7,440 | - | - | 75,080 | 0.0% |
| Deb Morrow | |||||||||
| 2025 | 76,068 | - | - | 76,068 | 8,748 | - | - | 84,816 | 0.0% |
| 2024 | 12,227 | - | - | 12,227 | 1,344 | - | - | 13,571 | 0.0% |
| TOTAL DIRECTORS | |||||||||
| 2025 | 982,664 | 11,126 | 176,666 | 1,170,456 | 68,009 | - | - | 1,238,465 | 15.3% |
| 2024 | 863,632 | 12,047 | 20,364 | 896,043 | 53,565 | - | - | 949,608 | 0.0% |
- “Non-Cash payments” refer to reportable fringe benefits (fuel for personal vehicles and novated leases)
** “Other” amounts relate to performance based bonus payments, as approved by the board, annual leave and long service leave expenses
REMUNERATION DETAILS FOR THE YEAR ENDED 30 JUNE 2025 - EXECUTIVES
| Short Term Benefits | Short Term Benefits | Post Employment Benefits |
Equity Based Payments |
Equity Based Payments |
|||||
|---|---|---|---|---|---|---|---|---|---|
| Non Cash | |||||||||
| Cash Salary | Payments | Other | Super- | Performance | |||||
| & Fees | * | ** | Sub Total | annuation | Equity | Options | Total | Based | |
| $ | $ | $ | $ | $ | $ | $ | $ | % | |
| SENIOR | EXECUTIVES | ||||||||
| Omesh | Motiwalla – Chief Financial Officer & Company Secretary | ||||||||
| 2025 | 419,176 | 4,487 | 68,451 | 492,114 | 29,932 | 33,380 | - | 555,426 | 15.7% |
| 2024 | 374,483 | 4,285 | 45,813 | 424,581 | 27,398 | 60,981 | - | 512,960 | 21.5% |
| GRAND | TOTAL - DIRECTORS AND EXECUTIVES | ||||||||
| 2025 | 1,401,840 | 15,613 | 245,117 | 1,662,570 | 97,941 | 33,380 | - | 1,793,891 | 15.5% |
| 2024 | 1,238,115 | 16,332 | 66,177 | 1,320,624 | 80,963 | 60,981 | - | 1,462,568 | 7.5% |
- “Non-Cash payments” refer to reportable fringe benefits (fuel for personal vehicles)
** “Other” amounts relate to performance based bonus payments, as approved by the board and annual leave and long service leave expenses
19
ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
LONG TERM INCENTIVES
Equity Incentive Plan
The GR Engineering Services Limited 2022 Equity Incentive Plan ( Plan ) was adopted by the Board on 28 September 2022. In accordance with the Listing Rules of the Australian Securities Exchange (ASX), shareholder approval of the Plan was obtained at the consolidated entity’s Annual General Meeting held on 23 November 2022. Under the ASX Listing Rules and Corporations Act 2001 (Cth), the issue of securities under the Plan to directors will be subject to separate shareholder approval. Eligible participants in the Plan include those defined in ASIC Class Order 14/1000 (CO) or as determined by the Board to be eligible to participate in the Plan from time to time.
The Plan is designed to align the interests of executives and employees with the interests of shareholders by providing an opportunity to receive an equity interest in the consolidated entity and therefore direct participation in the benefits of future consolidated entity performance over the medium to long term.
This is achieved by awarding both or either:
-
Performance Rights (PR), with each PR being a right to acquire one fully paid ordinary share of the consolidated entity and vesting upon the satisfaction of certain performance conditions; and
-
Share Appreciation Rights (SARs), being rights to receive a future payment in shares, based on the amount of increase in market value of one share in the consolidated entity in a specified period between the grant of the SAR and exercise of that SAR.
Securities issued under the Plan will be subject to vesting criteria as determined by the Board and have a term of 3 years (or such term as otherwise agreed by the Board).
During the year ended 30 June 2025, a total of 422,000 Performance Rights were issued in accordance with the terms and conditions of the Plan. A total of 5,195,775 Performance Rights were on issue as at 30 June 2025.
| Grant Date | Vesting Date | Expiry Date | Exercise Price | Number | Fair Value |
|---|---|---|---|---|---|
| 1 Jul 2022 | 27 Aug 2025 | 27 Aug 2025 | Nil | 80,000 | $1.430 |
| 1 Nov 2022 | 1 Nov 2025 | 1 Nov 2025 | Nil | 595,000 | $1.567 |
| 12 Dec 2022 | 12 Dec 2025 | 12 Dec 2025 | Nil | 1,610,000 | $1.438 |
| 28 Aug 2023 | 28 Aug 2026 | 28 Aug 2026 | Nil | 2,071,750 | $1.474 |
| 3 Oct 2023 | 28 Aug 2026 | 28 Aug 2026 | Nil | 20,000 | $1.560 |
| 3 Oct 2023 | 3 Oct 2026 | 3 Oct 2026 | Nil | 40,000 | $1.560 |
| 9 Feb 2024 | 10 Nov 2026 | 10 Nov 2026 | Nil | 30,000 | $1.733 |
| 14 Mar 2024 | 13 Mar 2026 | 13 Mar 2026 | Nil | 217,025 | $1.822 |
| 14 Mar 2024 | 13 Mar 2027 | 13 Mar 2027 | Nil | 130,000 | $1.632 |
| 22 Jul 2024 | 22 Jul 2027 | 22 Jul 2027 | Nil | 60,000 | $1.459 |
| 30 Oct 2024 | 30 Oct 2027 | 30 Oct 2027 | Nil | 28,000 | $1.531 |
| 30 Nov 2024 | 30 Nov 2027 | 30 Nov 2027 | Nil | 125,000 | $1.661 |
| 17 Mar 2025 | 17 Mar 2028 | 17 Mar 2028 | Nil | 134,000 | $2.006 |
| 9 Jun 2025 | 9 Jun 2028 | 9 Jun 2028 | Nil | 20,000 | $2.013 |
| 9 Jun 2025 | 29 Feb 2028 | 29 Feb 2028 | Nil | 35,000 | $2.074 |
During FY25, no performance rights were issued to key management.
No Share Appreciation Rights are currently on issue pursuant to the Plan.
20
ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
The following share-based payment compensation relates to Performance Rights issued to directors and senior management:
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----- Start of picture text -----
% of
Compensation
Number of for the Year
Shares Issued Exercise Consisting of
on Vesting Price Fair Value Performance
Name Grant Date Vesting Date Date $ Quantity $ Rights
Omesh
28 Aug 2023 28 Aug 2026 Nil 80,000 $1.4740 6.0%
Motiwalla
----- End of picture text -----
RELATIONSHIP BETWEEN COMPANY PERFORMANCE AND REMUNERATION POLICY
The table below sets out summary information about the consolidated entity’s earnings and movements in shareholder wealth for the 5 years to 30 June 2025:
| 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|
| Revenue ($000's) | 392,385 | 651,669 | 551,361 | 424,064 | 479,020 |
| Net profit before tax ($000's) | 30,556 | 50,305 | 39,740 | 46,099 | 51,107 |
| Net profit after tax ($000's) | 21,010 | 34,720 | 27,491 | 31,180 | 34,209 |
| Share price at year end | $1.50 | $1.94 | $2.14 | $2.15 | $3.25 |
| Dividend ($000's) | 13,964 | 25,773 | 30,698 | 31,341 | 33,430 |
| EPS (cents) | 13.48 | 21.55 | 17.02 | 18.92 | 20.46 |
| Diluted EPS(cents) | 13.11 | 20.85 | 16.43 | 18.38 | 19.86 |
Tony Patrizi, an Executive Director and four key employees hold significant shareholdings in the consolidated entity. As a result the performance of the consolidated entity and the personal and financial interest of its executive and management team are aligned.
The Plan has been adopted by the consolidated entity and will be implemented as the Remuneration and Nomination Committee identify the need to remunerate either existing or future employees, key employees, executives or executive directors on a performance basis.
21
ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
SHAREHOLDING
The number of shares in the parent entity held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
| 2025 | Balance at the start of theyear Received as part of remuneration Additions / other Disposals / other Balance at the end of theyear |
|---|---|
| Ordinary shares Phillip Lockyer Tony Patrizi Peter Hood Joe Totaro Deb Morrow Omesh Motiwalla |
50,000 - - - 50,000 9,795,000 - - - 9,795,000 500,000 - - - 500,000 8,000,000 - - - 8,000,000 - - - - - 170,000 - - (70,000) 100,000 |
| 18,515,000 - - (70,000) 18,445,000 |
|
| 2024 | Balance at the start of theyear Received as part of remuneration Additions / other Disposals / other Balance at the end of theyear |
| Ordinary shares Phillip Lockyer Tony Patrizi Peter Hood Joe Totaro Deb Morrow Omesh Motiwalla |
50,000 - - - 50,000 9,795,000 - - - 9,795,000 500,000 - - - 500,000 8,000,000 - - - 8,000,000 - - - - - 50,000 150,000 - (30,000) 170,000 |
| 18,395,000 150,000 - (30,000) 18,515,000 |
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
During the year ended 30 June 2025, the consolidated entity leased office space at 71 Daly Street, Ascot WA from Ashguard Pty Ltd. Tony Patrizi, a director of the consolidated entity, had a non-controlling interest in Ashguard Pty Ltd. The total amount invoiced by Ashguard Pty Ltd in the year ended 30 June 2025 amounted to $995,444 including GST (2024: $785,146). The balance payable at 30 June 2025 is $5,624 (2024: $69,229).
In previous years, the consolidated entity procured items from Mak Industrial Water Solutions Limited, a company in which Peter Hood is Chairman. The total amount invoiced by Mak Industrial Water Solutions Limited in the year ended 30 June 2025 was nil (2024: $7,388). The balance payable at 30 June 2025 is nil (2024: $7,388).
During the year ended 30 June 2025, the consolidated entity procured items from Flanco Pty Ltd and Flanco Kalgoorlie Pty Ltd, subsidiaries of Tasmea Limited, a company in which Joe Totaro is Chairman and a Non-Executive Director. For the period after the date of acquisition by Tasmea Limited, being 1 April 2025, the total amount invoiced by Flanco Pty Ltd and Flanco Kalgoorlie Pty Ltd was $5,077,117 including GST. The balance payable at 30 June 2025 is $4,813,945.
During the year ended 30 June 2025, the consolidated entity provided engineering services for Agrimin Limited, a company in which Deb Morrow was Managing Director and Chief Executive Officer during part of the financial year. The total amount invoiced to Agrimin Limited in the year ended 30 June 2025 was $7,975 including GST (2024: $39,866). The balance outstanding at 30 June 2025 is nil (2024: nil).
The terms and conditions of the transactions and the associated agreements to which they relate (where applicable) that have been set out above are at arm's length and on normal commercial terms.
This marks the end of the remuneration report.
22
ANNUAL FINANCIAL REPORT
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DIRECTORS’ REPORT
CORPORATE GOVERNANCE
The Directors of the consolidated entity are committed to the highest standards of corporate governance in all elements of the business of the consolidated entity including internal control, ethics, risk functions, policies and internal and external audit.
The consolidated entity’s Board of Directors has adopted a comprehensive corporate governance policy and manual based on ASX guidelines. The Board continually seeks to review and develop additional structures to be implemented as the consolidated entity’s activities develop in size, nature and scope.
Please refer to the Corporate Governance Statement contained in this report.
This directors’ report is signed in accordance with a resolution of directors made pursuant to s.298(2) of the Corporations Act 2001.
On behalf of the Directors
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Tony Patrizi Managing Director
Date: 25 August 2025
23
ANNUAL FINANCIAL REPORT
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AUDITOR’S INDEPENDENCE DECLARATION
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24
ANNUAL FINANCIAL REPORT
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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
Notes
| Revenue 5 Interest income 6 Other income 6 Expenses Employee benefits expense 7 Depreciation and amortisation expense 7 Equity based payments Finance costs 7 Direct materials and subcontractor costs Accountancy & audit fees Marketing (Expected credit losses, write-offs) and reversals 10 Occupancy Administration Profit before income tax expense Income tax expense 8 Profit after income tax expense for the year attributable to the owners of GR Engineering Services Limited 21 Other comprehensive income for the year, net of income tax Items that will not be reclassified subsequently to profit or loss: Fair value gain/(loss) on financial assets Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Other comprehensive income for the year, net of income tax Total comprehensive income for the year attributable to the owners of GR Engineering Services Limited Profit attributable to owners of the parent Basic earnings per share 30 Diluted earnings per share 30 Total comprehensive income attributable to the owners of the parent |
2025 2024 $ $ 479,020,483 424,064,189 3,133,270 2,573,557 1,791,442 898,995 (180,302,332) (163,446,247) (7,910,087) (6,805,153) (2,506,992) (1,907,261) (1,350,306) (584,015) (224,161,786) (191,523,365) (917,906) (721,404) (388,492) (311,505) (186,240) (751,297) (637,140) (490,724) (14,477,345) (14,897,221) 51,106,569 46,098,549 (16,897,877) (14,918,667) 34,208,692 31,179,882 (527,679) 211,299 (237,034) 137,688 (764,713) 348,987 33,443,979 31,528,869 34,208,692 31,179,882 33,443,979 31,528,869 Cents Cents 20.46 18.92 19.86 18.38 Consolidated |
2025 2024 $ $ 479,020,483 424,064,189 3,133,270 2,573,557 1,791,442 898,995 (180,302,332) (163,446,247) (7,910,087) (6,805,153) (2,506,992) (1,907,261) (1,350,306) (584,015) (224,161,786) (191,523,365) (917,906) (721,404) (388,492) (311,505) (186,240) (751,297) (637,140) (490,724) (14,477,345) (14,897,221) 51,106,569 46,098,549 (16,897,877) (14,918,667) 34,208,692 31,179,882 (527,679) 211,299 (237,034) 137,688 (764,713) 348,987 33,443,979 31,528,869 34,208,692 31,179,882 33,443,979 31,528,869 Cents Cents 20.46 18.92 19.86 18.38 Consolidated |
|---|---|---|
| 46,098,549 | ||
| (14,918,667) | ||
| 31,179,882 | ||
| 211,299 137,688 |
||
| 348,987 | ||
| 31,528,869 | ||
| 31,179,882 | ||
| 31,528,869 | ||
| Cents 18.92 18.38 |
25
The accompanying notes form part of these Financial Statements
ANNUAL FINANCIAL REPORT
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Notes
| Assets Current assets Cash and cash equivalents 9 Trade and other receivables 10 Inventories 11 Prepayments Total current assets Non-current assets Property, plant and equipment 12 Right of use assets 12 Trade and other receivables 10 Financial assets 13 Intangible assets 14 Deferred tax 8 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 15 Lease liabilities 16 Current tax liability Provisions 17 Contract liabilities 18 Total current liabilities Non-current liabilities Lease liabilities 16 Provisions 17 Total non-current liabilities Total liabilities Net assets Equity Issued capital 19 Reserves 20 Retained profits 21 Total equity |
2025 2024 $ $ 70,959,192 74,645,675 63,991,410 93,553,298 69,951 84,881 2,798,508 3,070,433 137,819,061 171,354,287 6,418,350 7,054,924 8,970,972 8,606,258 5,063,027 6,540,610 1,565,183 1,448,296 27,540,262 28,789,170 5,129,059 2,961,183 54,686,853 55,400,441 192,505,914 226,754,728 46,374,284 75,498,270 2,481,088 2,431,184 5,240,596 6,317,015 22,372,552 22,609,261 39,012,678 45,511,672 115,481,198 152,367,402 6,695,812 6,460,925 1,481,104 1,599,878 8,176,916 8,060,803 123,658,114 160,428,205 68,847,800 66,326,523 47,638,103 46,979,443 3,944,257 2,458,688 17,265,440 16,888,392 68,847,800 66,326,523 Consolidated |
2025 2024 $ $ 70,959,192 74,645,675 63,991,410 93,553,298 69,951 84,881 2,798,508 3,070,433 137,819,061 171,354,287 6,418,350 7,054,924 8,970,972 8,606,258 5,063,027 6,540,610 1,565,183 1,448,296 27,540,262 28,789,170 5,129,059 2,961,183 54,686,853 55,400,441 192,505,914 226,754,728 46,374,284 75,498,270 2,481,088 2,431,184 5,240,596 6,317,015 22,372,552 22,609,261 39,012,678 45,511,672 115,481,198 152,367,402 6,695,812 6,460,925 1,481,104 1,599,878 8,176,916 8,060,803 123,658,114 160,428,205 68,847,800 66,326,523 47,638,103 46,979,443 3,944,257 2,458,688 17,265,440 16,888,392 68,847,800 66,326,523 Consolidated |
|---|---|---|
| 171,354,287 | ||
| 7,054,924 8,606,258 6,540,610 1,448,296 28,789,170 2,961,183 |
||
| 55,400,441 | ||
| 226,754,728 | ||
| 75,498,270 2,431,184 6,317,015 22,609,261 45,511,672 |
||
| 152,367,402 | ||
| 6,460,925 1,599,878 |
||
| 8,060,803 | ||
| 160,428,205 | ||
| 66,326,523 | ||
| 46,979,443 2,458,688 16,888,392 |
||
| 66,326,523 |
26
The accompanying notes form part of these Financial Statements
ANNUAL FINANCIAL REPORT
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
| Notes Cash flows from operating activities Receipts from customers Payments to suppliers and employees Income tax paid Interest received Net cash flows provided by operating activities 9 Cash flows from investing activities Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Payments for acquisition of financial assets Proceeds from sale of financial assets Net cash outflow on acquisition of business 32 Net cash flows used in investing activities Cash flows from financing activities Payment of lease liabilities Dividends paid 22 Interest paid Net cash flows used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Effects of exchange rate changes of balances of cash held in foreign currencies Cash and cash equivalents at end of period 9 |
2025 2024 $ $ 529,608,257 408,646,246 (474,442,699) (368,636,623) (20,088,287) (12,251,878) 3,133,270 2,573,557 38,210,541 30,331,302 (2,366,599) (4,826,658) 43,562 36,556 (1,500,000) - 801,550 639,141 - (4,115,691) (3,021,487) (8,266,652) (3,907,725) (1,626,989) (33,429,694) (31,341,498) (1,350,306) (538,326) (38,687,725) (33,506,813) (3,498,671) (11,442,163) 74,645,675 86,022,143 (187,812) 65,695 70,959,192 74,645,675 Consolidated |
2025 2024 $ $ 529,608,257 408,646,246 (474,442,699) (368,636,623) (20,088,287) (12,251,878) 3,133,270 2,573,557 38,210,541 30,331,302 (2,366,599) (4,826,658) 43,562 36,556 (1,500,000) - 801,550 639,141 - (4,115,691) (3,021,487) (8,266,652) (3,907,725) (1,626,989) (33,429,694) (31,341,498) (1,350,306) (538,326) (38,687,725) (33,506,813) (3,498,671) (11,442,163) 74,645,675 86,022,143 (187,812) 65,695 70,959,192 74,645,675 Consolidated |
|---|---|---|
| 30,331,302 | ||
| (4,826,658) 36,556 - 639,141 (4,115,691) |
||
| (8,266,652) | ||
| (1,626,989) (31,341,498) (538,326) |
||
| (33,506,813) | ||
| (11,442,163) 86,022,143 65,695 |
||
| 74,645,675 |
27
The accompanying notes form part of these Financial Statements
ANNUAL FINANCIAL REPORT
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
| Balance as at 30 June 2023 Profit for the period Other comprehensive income for the period Total comprehensive income for the period Dividends Issue of shares Share based payments Realised gain on Investments in equities transferred to retained earnings Balance as at 30 June 2024 Profit for the period Other comprehensive income for the period Total comprehensive income for the period Dividends Issue of shares Share based payments Realised gain/(loss) on Investments in equities transferred to retained earnings Balance as at 30 June 2025 |
Issued capital Performance Rights Reserve Foreign Currency Translation Reserve Investment Revaluation Reserve Retained Earnings Total $ $ $ $ $ $ |
|---|---|
| 40,025,411 3,460,206 (76,071) (685,160) 17,007,505 59,731,891 |
|
| - - - - 31,179,882 31,179,882 - - 137,688 211,299 - 348,987 |
|
| - - 137,688 211,299 31,179,882 31,528,869 |
|
| - - - - (31,341,498) (31,341,498) 6,954,032 (2,454,032) - - - 4,500,000 - 1,907,261 - - - 1,907,261 - - - (42,503) 42,503 - |
|
| 46,979,443 2,913,435 61,617 (516,364) 16,888,392 66,326,523 |
|
| - - - - 34,208,692 34,208,692 - - (237,034) (527,679) - (764,713) |
|
| - - (237,034) (527,679) 34,208,692 33,443,979 |
|
| - - - - (33,429,694) (33,429,694) 658,660 (658,660) - - - - - 2,506,992 - - - 2,506,992 - - - 401,950 (401,950) - |
|
| 47,638,103 4,761,767 (175,417) (642,093) 17,265,440 68,847,800 |
28
The accompanying notes form part of these Financial Statements
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 1. General information
The financial report covers GR Engineering Services Limited as a consolidated entity consisting of GR Engineering Services Limited and the entities it controlled during the year. The financial report is presented in Australian dollars, which is GR Engineering Services Limited's functional and presentation currency.
The financial report consists of the financial statements, notes to the financial statements and the directors' declaration.
GR Engineering Services Limited is a listed public company limited by shares, incorporated and domiciled in Australia. The registered office and principal place of business of GR Engineering Services Limited is located at 71 Daly Street, Ascot, Western Australia.
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial report.
The financial report was authorised for issue, in accordance with a resolution of directors, on 20 August 2025. The directors have the power to amend and reissue the financial report.
Note 2. Material accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
New, revised or amending Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are relevant to its operations and effective for the current annual reporting period beginning 1 July 2024.
The following new and revised Standards and Interpretations effective for the current reporting period that are relevant to the consolidated entity include:
-
AASB 2020-1, AASB 2020-6 and AASB 2022-6 Classification of liabilities as current or non-current, including non-current liabilities with covenants
-
AASB 2023-1 Supplier finance arrangements
-
AASB 2022-5 Lease liability in a sale and leaseback
The adoption of these standards and interpretations did not have a material impact on the consolidated entity.
29
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 2. Material accounting policies (continued)
New Accounting Standards and Interpretations not yet mandatory or early adopted
The Australian Accounting Standards and Interpretations that have been issued or amended but are not yet effective and have not been adopted by the consolidated entity for the year ended 30 June 2025 are detailed below. Only those that may have an impact on the consolidated entity have been listed.
| Standard/Interpretation | Effective for annual reporting periods beginning on or after |
Expected to be initially applied in the financial year ending |
|---|---|---|
| • AASB 2023-5 Lack of exchangeability |
1 January2025 | 30 June 2026 |
| • AASB 2024-2 Classification and measurement of financial instruments |
1 January 2026 | 30 June 2027 |
| • AASB 2024-3 Annual improvements Volume 11 |
1 January2026 | 30 June 2027 |
| • AASB 18 Presentation and Disclosure in Financial Statements |
1 January 2027 | 30 June 2028 |
| • AASB 2014-10 Sale or contribution of assets between an Investor and its associate orjoint venture |
1 January 2028 | 30 June 2029 |
Management are currently undertaking an assessment of the impact of recently issued or amended standards and interpretations on the consolidated entity.
Statement of compliance
These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and comply with other requirements of the law.
The financial statements comprise the consolidated financial statements of the consolidated entity. For the purposes of preparing the consolidated financial statements, the consolidated entity is a for-profit entity.
Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the company and the consolidated entity comply with International Financial Reporting Standards (‘IFRS’).
Basis of preparation
Historical cost convention
The consolidated financial statements have been prepared on the basis of historical cost, except for certain non-current assets and financial instruments that are measured at revalued amounts or fair values, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
30
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 2. Material accounting policies (continued)
Principles of consolidation
The consolidated financial statements incorporate the financial statements of the consolidated entity and entities (including structured entities) controlled by the consolidated entity and its subsidiaries. Control is achieved when the consolidated entity:
-
has power over the investee;
-
is exposed, or has rights, to variable returns from its involvement with the investee; and
-
• has the ability to use its power to affect its returns.
The consolidated entity reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the consolidated entity has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The consolidated entity considers all relevant facts and circumstances in assessing whether or not the consolidated entity's voting rights in an investee are sufficient to give it power, including:
-
the size of the consolidated entity's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
-
potential voting rights held by the consolidated entity, other vote holders or other parties;
-
rights arising from other contractual arrangements; and
-
any additional facts and circumstances that indicate that the consolidated entity has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the consolidated entity obtains control over the subsidiary and ceases when the consolidated entity loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the consolidated entity gains control until the date when the consolidated entity ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the consolidated entity and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the consolidated entity and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the consolidated entity's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the consolidated entity are eliminated in full on consolidation.
Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director of the consolidated entity.
31
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 2. Material accounting policies (continued)
Foreign currency translation
The financial report is presented in Australian dollars, which is GR Engineering Services Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
The functional currency of GR Engineering Services (UK) Limited is Great British pounds. The functional currency of GR Engineering Services (Greece) is Euro. The functional currency of GR Engineering Services Turkey is Turkish Lira. The functional currency of GR Engineering Services (Papua New Guinea) is Papua New Guinea Kina. The functional currency of other foreign subsidiaries of the consolidated entity is United States dollars.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Revenue recognition
Revenue is recognised for the two segments: Mineral Processing and Oil & Gas.
Mineral Processing
The Mineral Processing segment includes Engineering, Procurement & Construction (EPC) contracts and Engineering, Procurement & Construction Management (EPCM) Contracts.
In these contracts, the consolidated entity provides services comprising design and construction of minerals processing facilities and associated infrastructure for complete greenfields or brownfields projects including plant modifications, upgrades and expansions, plant evaluation and condition reports, plant operations and maintenance support and optimisation, plant relocation, refurbishment and recommissioning, and provision of owners representatives and teams for project management and delivery. Project management services also include project studies (concept through to bankable feasibility), engineering and procurement, construction and commissioning, asset management plans and system development, operations and technical support (audits, reviews and consulting), and infrastructure development.
32
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 2. Material accounting policies (continued)
EPC and EPCM contracts generally contain a single performance obligation because the activities are highly integrated with each other to represent the combined output for which the customer has contracted, and therefore are not distinct from one another. Additionally, whilst some of the services could be provided to the customer individually, this is not the business practice as customers engage the consolidated entity to provide a start to end service.
The consolidated entity enters into fixed sum contracts or guaranteed maximum price contracts. In some cases, variable consideration is present in the contract in the form of, for example, bonus payments or penalties based on performance, or variations. Where variable consideration is present in a contract, the constraint of estimates of variable consideration is applied as necessary by assessing the historical performance of the consolidated entity on similar contracts and consideration of factors that are outside the consolidated entity’s influence. Revenue for EPC and EPCM contracts is recognised over time because the performance creates and enhances an asset controlled by the customer as the work is performed. The asset is specific to the customer as it cannot be sold elsewhere or have another use, and the consolidated entity is entitled to payment for work performed. In recognising revenue over time, the consolidated entity measures the satisfaction of progress using cost as an input as cost faithfully depicts the transfer of value to the customer.
In addition to the above, the consolidated entity enters into contracts for the sale of assets, where revenue is recognised over time because the performance creates and enhances an asset controlled by the customer, as the work is performed. The asset is specific to the customer, as it cannot be sold elsewhere or have an alternative use, and the consolidated entity is entitled to payment for work performed. In recognising revenue over time, the consolidated entity measures the satisfaction of progress using cost as an input, as cost faithfully depicts the transfer of value to the customer.
Oil & Gas
Oil and Gas contracts comprise the delivery of operations and maintenance, wellsites, engineering and production assurance services to the customer base. Under these contracts, the services provided is the provision of labour as well as the procurement of equipment for the customer on an as needs basis. These arrangements can be long or short term and are generally structured as an overarching master agreement, with individual work orders made by the customer. Each work order will specify the services to be performed. The combination of the master agreement and each work order forms the contract.
Each work order is deemed to be a contract and each work order is generally considered to be one performance obligation. These contracts do not have a fixed fee and the customer is charged based on the number of labour hours incurred, multiplied by agreed rates contained in the master agreement. Equipment may also be provided to customers which is charged on a recoverable basis as and when the equipment is procured and provided to the customer.
Revenue for contracts in this segment is recognised over time as the customer simultaneously receives and consumes the benefits of the services being provided as they are performed. The consolidated entity will bill the client on a monthly basis based on hours incurred multiplied by the agreed rates or on a cost plus basis. This will also include any recoverable expenditure incurred for equipment provided in respect of that period. Therefore, the consolidated entity has a right to consideration from its customers in an amount that corresponds directly with the value to the customer of the consolidated entity’s performance completed to date and hence the consolidated entity has decided to adopt the practical expedient of recognising revenue on a billings basis.
33
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 2. Material accounting policies (continued)
Tender costs
Tender costs are expensed as they are not incremental costs to obtaining the contract.
Interest
Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.
Contract fulfilment costs
Significant costs incurred prior to the commencement of a contract may arise for example due to mobilisation and site setup costs. These activities are costs incurred to fulfil a contract. Where these costs are expected to be recovered, they are capitalised and amortised over the course of the contract consistent with the transfer of a service to the customer. Where the costs, or a portion of these costs, are reimbursed by the customer, the amount received is recognised as deferred revenue and allocated to the performance obligations within the contract and recognised as revenue over the course of the contract.
Income tax
GR Engineering Services Limited and its wholly owned Australian resident entities formed a tax-consolidated group under Australian taxation law and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated group is GR Engineering Services Limited.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of profit or loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The consolidated entity’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred income tax is provided for on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for the financial reporting purposes.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
Debt instruments that meet the following conditions are measured subsequently at amortised cost:
-
the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).
34
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 2. Material accounting policies (continued)
Despite the foregoing, the consolidated entity may make the following irrevocable election/designation at initial recognition of a financial asset:
-
the consolidated entity may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met; and
-
the consolidated entity may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.
(i) Amortised cost and effective interest method
Interest income on financial assets carried at amortised cost is recognised in profit or loss and is included in the "Other income" line item (note 6).
(ii) Equity instruments designated as at fair value through other comprehensive income (FVTOCI) On initial recognition, the consolidated entity may make an irrevocable election (on an instrument ‑ by ‑ instrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination.
A financial asset is held for trading if:
-
it has been acquired principally for the purpose of selling it in the near term; or
-
on initial recognition it is part of a portfolio of identified financial instruments that the consolidated entity ‑ ‑
-
manages together and has evidence of a recent actual pattern of short term profit taking; or
-
it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).
Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the investments revaluation reserve. The cumulative gain or loss is not be reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings.
Dividends on these investments in equity instruments are recognised in profit or loss in accordance with AASB 9, unless the dividends clearly represent a recovery of part of the cost of the investment.
The consolidated entity has designated all investments in equity instruments that are not held for trading as at FVTOCI on initial application of AASB 9 (see note 13).
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:
- Property, plant and equipment - over 2.5 to 20 years
35
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 2. Material accounting policies (continued)
Leases
The lease liabilities are presented in borrowings in the consolidated statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The consolidated entity applies the short-term lease recognition exemption (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered low value (i.e. below $5,000). Lease payments on short-term leases and leases of low-value assets recognised as an expense in profit or loss on a straight-line basis over the lease term.
Impairment of property, plant and equipment and intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with an indefinite useful life are tested for impairment at least annually and whenever there is an indication at the end of a reporting period that the asset may be impaired.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognised in profit or loss.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the consolidated entity, liabilities incurred by the consolidated entity to the former owners of the acquiree and the equity interest issued by the consolidated entity in exchange for control of the acquiree. Acquisition related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively.
36
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 2. Material accounting policies (continued)
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
When the consideration transferred by the consolidated entity in a business combination includes a deferred consideration arrangement, the deferred consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the deferred consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the deferred consideration that do not qualify as measurement period adjustments depends on how the deferred consideration is classified. Deferred consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Other deferred consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognised in profit or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the consolidated entity reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
Goodwill
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the consolidated entity’s cash-generating units (or consolidated entity of cash- generating units) expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
On disposal of a cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
37
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 2. Material accounting policies (continued)
Intangibles
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognised separately from goodwill are recognised initially at their fair value at the acquisition date (which is regarded as their cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.
Change in presentation - disclosure of right of use assets and lease liabilities
In the annual report of the consolidated entity for the year ended 30 June 2024, right of use asset balances were included and presented as part of the "Property, plant and equipment" line item, while the lease liabilities balances were included and presented as part of "Borrowings" line items. In the half year report, the consolidated entity has presented lease liabilities and right-of-use asset balances as separate line items for better presentation and alignment with general industry practices, for the users of the financial statements. As a result, the consolidated entity has split out its 30 June 2024 comparatives as follows:
| Notes Property, plant and equipment (i) Right of use assets (i) Borrowings - current (ii) Borrowings - non-current (ii) Lease liabilities - current (ii) Lease liabilities - non-current (ii) Trade and other payables (iii) |
30 June 2024 Reclassification Represented disclosed in FY24 30 June 2024 as Annual Report disclosed in HY25 Financial Report $ $ $ 15,661,182 (8,606,258) 7,054,924 0 8,606,258 8,606,258 |
|---|---|
| 15,661,182 0 15,661,182 |
|
| 2,691,268 (2,691,268) 0 6,460,925 (6,460,925) 0 0 2,431,184 2,431,184 0 6,460,925 6,460,925 75,238,186 260,084 75,498,270 |
|
| 84,390,379 0 84,390,379 |
i) Property, plant and equipment and right of use assets are shown separately on the balance sheet ii) Borrowings and lease liabilities are shown separately on the balance sheet
iii) Insurance premium funding is included in trade and other payables. Previously, this was recorded in borrowings
38
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Revenue recognition, contract assets and liabilities
Where the outcome of a mineral processing contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting date, measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer. Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is highly probable will be recoverable.
A provision is made for the difference between the expected cost of fulfilling a contract and the expected unearned portion of the transaction price where the forecast costs are greater than the forecast revenue. The provision is recognised in full in the period in which loss-making contracts are identified under AASB 137.
Warranties
Because the consolidated entity predominantly undertakes projects on an Engineering, Procurement & Construction turnkey design and construction contract basis, all the risk associated with cost, time, plant performance and plant warranty (defects period) rests with the consolidated entity. As such the consolidated entity is responsible for the total “make-good” of any defects of underperformance.
The consolidated entity includes a project completion and close out provision (liability) in design and construction project cost forecast reports of 3% of the project costs, or such other amount as assessed by management having regard to specific project requirements.
Lease term
Management has exercised their judgement in the determination of the lease term. Management have considered extension options under their lease agreements and if it is reasonably certain that these options will be exercised, an extended lease term will be assumed.
39
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 4. Operating segments
Operating segments have been identified on the basis of internal reports of the consolidated entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. The chief operating decision maker has been identified as the Managing Director. On a regular basis, the board receives financial information on a company basis similar to the financial statements presented in the financial report, to manage and allocate their resources.
The Managing Director has chosen to classify the operations of the consolidated entity by reference to presence in an industry. The segments identified on this basis are "mineral processing" and "oil and gas".
Segment revenues and results
The following table shows the revenue and results of the consolidated entity summarised under these segments.
Segment revenue
| Mineral processing Oil and gas Total revenue Segment profit before tax Mineral processing Oil and gas Total profit before tax |
2025 $ 383,085,615 95,934,868 479,020,483 2025 $ 42,960,906 8,145,663 51,106,569 |
2024 $ 346,207,043 77,857,146 |
|---|---|---|
| 424,064,189 | ||
| 2024 $ 39,051,120 7,047,429 |
||
| 46,098,549 |
Segment revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the current year (2024: nil).
Segment assets and liabilities
| Segment assets Mineral processing Oil and gas Corporate Total assets Depreciation and amortisation Mineral processing Oil and gas Total depreciation and amortisation Segment liabilities Mineral processing Oil and gas Total liabilities |
2025 $ 156,232,854 34,707,877 1,565,183 192,505,914 2025 $ 5,819,525 2,090,562 7,910,087 2025 $ 109,927,675 13,730,439 123,658,114 |
2024 $ 194,706,497 30,599,935 1,448,296 |
|---|---|---|
| 226,754,728 | ||
| 2024 $ 5,143,159 1,661,994 |
||
| 6,805,153 | ||
| 2024 $ 146,087,808 14,340,397 |
||
| 160,428,205 |
40
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 4. Operating segments (continued)
Geographical information
The following table shows the revenue from external customers of the consolidated entity summarised by location.
Revenue
| Australia Overseas Total revenue Non-current assets Australia Overseas Total non-current assets |
2025 $ 385,240,974 93,779,509 479,020,483 2025 $ 49,965,023 4,721,830 54,686,853 |
2024 $ 357,737,233 66,326,956 |
|---|---|---|
| 424,064,189 | ||
| 2024 $ 50,459,767 4,940,674 |
||
| 55,400,441 |
Information about major customers
During the financial year, 2 customers individually provided more than 10% of total revenue each for the consolidated entity (2024: 2 customers).
Note 5. Revenue
| Rendering of services - mineral processing - over time Rendering of services - oil & gas - over time Total revenue |
2025 2024 $ $ 383,085,615 346,207,043 95,934,868 77,857,146 479,020,483 424,064,189 Consolidated |
2025 2024 $ $ 383,085,615 346,207,043 95,934,868 77,857,146 479,020,483 424,064,189 Consolidated |
|---|---|---|
| 424,064,189 |
Note 6. Other income
| Interest income Net foreign exchange gain/(loss) Net gain/(loss) on disposal of property, plant and equipment Subsidies and grants Gain on sale of financial assets Other gains Total other income |
2025 2024 $ $ 3,133,270 2,573,557 321,549 (255,433) 43,562 36,556 1,973 1,423 - - 1,424,358 1,116,449 4,924,712 3,472,552 Consolidated |
2025 2024 $ $ 3,133,270 2,573,557 321,549 (255,433) 43,562 36,556 1,973 1,423 - - 1,424,358 1,116,449 4,924,712 3,472,552 Consolidated |
|---|---|---|
| 3,472,552 |
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 7. Expenses
| Note 7. Expenses | ||
|---|---|---|
| Profit before income tax includes the following specific expenses: Finance costs Interest and leasing charges on leases Employee benefits Employee benefits expense excluding superannuation Defined contribution superannuation expense Workers compensation expense Total employee benefits Depreciation and amortisation Depreciation of property plant and equipment Depreciation of right of use assets Total depreciation Amortisation of intangible assets Total depreciation and amortisation |
2025 2024 $ $ 1,350,306 584,015 162,976,297 145,838,891 15,458,674 13,254,098 1,867,361 4,353,258 180,302,332 163,446,247 3,062,688 2,627,103 3,243,489 2,909,645 6,306,177 5,536,748 1,603,910 1,268,405 7,910,087 6,805,153 Consolidated |
|
| 145,838,891 13,254,098 4,353,258 |
||
| 163,446,247 | ||
| 2,627,103 2,909,645 |
||
| 5,536,748 | ||
| 1,268,405 | ||
| 6,805,153 |
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 8. Income tax expense
Major components of income tax expense for the years ended 30 June 2024 and 2025 are:
Income tax recognised in the Consolidated statement of profit or loss
| Current income tax Current income tax charge Other current income tax charges Adjustments in respect of current income tax of previous years Deferred income tax Relating to origination and reversal of temporary differences Adjustments in respect of previous deferred income tax Income tax expense reported in statement of profit or loss Income tax recognised in other comprehensive income Investments in equity instruments at fair value through other comprehensive income Accounting profit before income tax At the statutory income tax rate of 30% (2024: 30%) Add: Non-deductible expenses Adjustments in respect of previous year current income tax Other current income tax charges Foreign losses not recognised Impact to tax expense arising from foreign tax rate differential At effective income tax rate of 33.06% (2024: 32.4%) Income tax expense reported in statement of profit or loss A reconciliation of income tax expense applicable to accounting profit before income tax at the statutory income tax rate to income tax expense at the consolidated entity’s effective income tax rate for the years ended 30 June 2024 and 2025 is as follows: |
2025 2024 $ $ 19,057,987 17,028,544 - 228,896 (46,119) (109,679) (1,974,066) (2,224,188) (139,925) (4,906) 16,897,877 14,918,667 (53,884) 134,085 (53,884) 134,085 51,106,569 46,098,549 15,331,971 13,829,565 808,257 655,519 (186,044) (114,585) - 229,054 890,982 312,890 52,711 6,224 16,897,877 14,918,667 16,897,877 14,918,667 Consolidated |
2025 2024 $ $ 19,057,987 17,028,544 - 228,896 (46,119) (109,679) (1,974,066) (2,224,188) (139,925) (4,906) 16,897,877 14,918,667 (53,884) 134,085 (53,884) 134,085 51,106,569 46,098,549 15,331,971 13,829,565 808,257 655,519 (186,044) (114,585) - 229,054 890,982 312,890 52,711 6,224 16,897,877 14,918,667 16,897,877 14,918,667 Consolidated |
|---|---|---|
| 14,918,667 | ||
| 134,085 | ||
| 134,085 | ||
| 46,098,549 13,829,565 655,519 (114,585) 229,054 312,890 6,224 |
||
| 14,918,667 | ||
| 14,918,667 |
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 8. Income tax expense (continued)
| Note 8. Income tax expense (continued) | ||
|---|---|---|
| Deferred income tax Deferred income tax at 30 June relates to the following: Deferred income tax assets Accrued employee entitlements Accrued superannuation Accrued audit fees Accrued expenses Provision for long service leave Provision for warranty Provision for doubtful debts Provisions - other Shares in listed entity Plant and equipment Right of use asset Foreign losses Unrealised foreign exchange gain/(loss) Deferred revenue Deferred income tax liabilities Customer relationships Accrued income Other accrued income Right of use asset Plant and equipment Unrealised foreign exchange gain/(loss) Work in progress Net deferred tax asset |
2025 2024 $ $ 1,508,878 1,402,401 949,709 481,535 21,600 5,940 130,447 600,067 1,312,814 827,589 2,695,306 3,117,769 145,563 97,213 77,739 79,710 823,238 769,354 85,721 - 107,206 189,837 204,124 264,166 - 20,897 605,657 - 8,668,002 7,856,478 (2,294,200) (2,666,841) - - - (17) (104,781) - (897,924) (1,802,823) (122,935) - (119,103) (425,614) (3,538,943) (4,895,295) 5,129,059 2,961,183 Consolidated |
|
| 7,856,478 | ||
| (2,666,841) - (17) - (1,802,823) - (425,614) |
||
| (4,895,295) | ||
| 2,961,183 |
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 9. Current assets - cash and cash equivalents
| Note 9. Current assets - cash and cash equivalents | ||
|---|---|---|
| Cash on hand Cash at bank |
2025 2024 $ $ 60,333 59,090 70,898,859 74,586,585 70,959,192 74,645,675 Consolidated |
|
| 74,645,675 |
The fair value of cash and cash equivalents is $70,959,192 (2024: $74,645,675).
Cash at bank earns interest at floating rates based on daily bank rates.
Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the consolidated entity, and earn interest at the respective short-term deposit rates.
Reconciliation from the net profit after tax to the net cash flow from operating activities
| Net profit after tax Adjustments for: Depreciation and amortisation (Profit)/loss on sale of assets Share based employee payments Net foreign exchange (gain)/loss Interest expense Doubtful debt expense Acquisition of shares as consideration for services Write off of property, plant and equipment Tax expense Changes in assets and liabilities Decrease/(increase) in trade and other receivables Decrease/(increase) in inventories (Decrease)/increase in trade and other payables (Decrease)/increase in provisions (Decrease)/increase in contract liabilities Tax payments Net cash from operating activities |
2025 2024 $ $ 34,208,692 31,179,882 7,910,087 6,805,153 (43,562) (36,556) 2,506,992 1,907,261 (404,227) (69,943) 1,350,306 538,326 186,240 751,297 - 243,223 (67,239) - 16,897,877 14,918,667 31,717,196 (34,266,038) 14,930 (38,390) (29,123,986) 22,716,383 (355,483) 3,539,621 (6,498,994) (5,193,685) (20,088,288) (12,663,899) 38,210,541 30,331,302 Consolidated |
2025 2024 $ $ 34,208,692 31,179,882 7,910,087 6,805,153 (43,562) (36,556) 2,506,992 1,907,261 (404,227) (69,943) 1,350,306 538,326 186,240 751,297 - 243,223 (67,239) - 16,897,877 14,918,667 31,717,196 (34,266,038) 14,930 (38,390) (29,123,986) 22,716,383 (355,483) 3,539,621 (6,498,994) (5,193,685) (20,088,288) (12,663,899) 38,210,541 30,331,302 Consolidated |
|---|---|---|
| 30,331,302 |
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 9. Current assets - cash and cash equivalents (continued)
Non-cash transactions
During the year ended 30 June 2025 and year ended 30 June 2024, the following non-cash investing and financing activities occurred, which are not reflected in the consolidated statement of cash flows.
Reconciliation of liabilities arising from cash flows from financing activities
| Opening balance - leases New non-cash leases Interest expense - leases Repayments Closing balance - leases Note 10. Trade and other receivables Current assets – trade and other receivables Trade receivables Less: Loss allowance Contract assets - oil and maintenance contracts Contract assets - mineral processing contracts Contract assets - contracts for sale of assets Term deposits held for security Loan receivable Other receivables |
2025 2024 $ $ 8,892,109 7,195,381 4,192,516 3,242,573 665,616 538,326 (4,573,341) (2,084,171) 9,176,900 8,892,109 2025 2024 $ $ 45,112,453 67,018,936 (485,209) (324,042) 44,627,244 66,694,894 12,834,050 10,314,977 175,961 6,510,156 1,461,214 6,457,168 14,471,225 23,282,301 2025 2024 $ $ 1,594,258 1,062,416 1,599,854 1,658,888 1,698,829 854,799 63,991,410 93,553,298 Consolidated Consolidated Consolidated |
2023 $ 41,503,381 - |
|---|---|---|
| 41,503,381 | ||
| 5,144,277 1,831,642 2,303,867 |
||
| 9,279,786 | ||
Trade receivables are non-interest bearing and are normally settled on 30 to 90 day terms.
Contract assets are balances owing from customer contracts. For mineral processing contracts this arises if the revenue recognised exceeds the milestone payments. For information on contracts in progress, refer to note 18.
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 10. Trade and other receivables (continued)
| Expected credit losses of receivables Movements in the loss allowance of receivables are as follows: Opening balance Expected credit loss provision Amounts written off Amounts recovered Closing balance |
2025 2024 $ $ 324,042 - 186,240 751,297 (25,073) (427,255) - - 485,209 324,042 Consolidated |
2025 2024 $ $ 324,042 - 186,240 751,297 (25,073) (427,255) - - 485,209 324,042 Consolidated |
|---|---|---|
| 324,042 |
The loss allowance recognised for contract assets is immaterial. The consolidated entity measures the loss allowance for trade receivables and contract assets at an amount equal to lifetime expected credit loss. The consolidated entity recognises a loss allowance of 100% against all receivables over 120 days past due because historical experience has indicated that these receivables are generally not recoverable. In certain circumstances, arrangements are agreed to with customers for commercial reasons, which would extend this time period. Expected losses on assets aged under 120 days are immaterial.
In determining the recoverability of a trade receivable, the consolidated entity used the expected credit loss model as per AASB 9. The expected credit loss model requires the consolidated entity to account for expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. In other words, it is no longer necessary for a credit default to have occurred before credit losses are recognised.
Net increase in loss allowance arising from new amounts recognised is $186,240 (2024: $751,297).
The ageing of the contract assets and trade receivables are as follows:
| The ageing of the contract assets and trade receivables are as follows: | ||
|---|---|---|
| 0 to 3 months overdue 3 to 6 months overdue Over 6 months overdue |
2025 2024 $ $ 57,273,946 88,959,282 634,295 327,775 1,259,399 690,138 59,167,640 89,977,195 Consolidated |
|
| 89,977,195 |
In determining the recoverability of a trade receivable, the consolidated entity considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the end of the reporting period.
Non-current assets – trade and other receivables
| Non-current assets – trade and other receivables | ||
|---|---|---|
| Loan receivable | 2025 2024 $ $ 5,063,027 6,540,610 5,063,027 6,540,610 Consolidated |
|
| 6,540,610 |
The loan receivable is repaid monthly based on a contracted repayment schedule. The loan carries a fixed interest rate at 9% per annum. The consolidated entity has a security interest over the plant, equipment and design documentation relating to a specific asset that was designed and constructed by the consolidated entity.
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 11. Current assets - inventories
| Consumables - at cost | 2025 2024 $ $ 69,951 84,881 69,951 84,881 Consolidated |
2025 2024 $ $ 69,951 84,881 69,951 84,881 Consolidated |
|---|---|---|
| 84,881 |
Note 12. Non-current assets - property, plant and equipment
| Note 12. Non-current assets - property, plant and equipment | ||
|---|---|---|
| Plant and equipment - at cost Less: Accumulated depreciation Right of use assets Less: Accumulated depreciation |
2025 2024 $ $ 26,713,902 24,891,801 (20,295,552) (17,836,877) 6,418,350 7,054,924 16,351,486 13,917,951 (7,380,514) (5,311,693) 8,970,972 8,606,258 15,389,322 15,661,182 Consolidated |
|
| 7,054,924 | ||
| 13,917,951 (5,311,693) |
||
| 8,606,258 | ||
| 15,661,182 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
| Balance at 30 June 2023 Additions Assets acquired on acquisition of subsidiary Disposals, Write off of assets Transfers in/(out) Depreciation expense Balance at 30 June 2024 Additions Disposals, Write off of assets Transfers in/(out) Depreciation expense Balance at 30 June 2025 |
Right of use assets $ 6,379,895 3,976,181 1,216,252 - (56,425) (2,909,645) 8,606,258 4,192,516 - (584,313) (3,243,489) 8,970,972 |
Plant & Equipment $ 6,209,122 3,095,830 324,524 (3,874) 56,425 (2,627,103) 7,054,924 1,909,040 (67,239) 584,313 (3,062,688) 6,418,350 |
Total $ 12,589,017 7,072,011 1,540,776 (3,874) - (5,536,748) |
|---|---|---|---|
| 15,661,182 | |||
| 6,101,556 (67,239) - (6,306,177) |
|||
| 15,389,322 |
Right of use assets
The consolidated entity has property leases which are recorded as right of use assets. The average term of these property leases as at 30 June 2025 is 4.5 years (2024: 4.2 years). These right of use assets do not have an option to purchase at the end of the lease term. The consolidated entity has other right of use assets relating to motor vehicles and office equipment, these have an option to purchase at the end of the lease term and are secured over the leased assets. The average term of these leases as at 30 June 2025 is 5.8 years (2024: 4.7 years).
| Consolidated | Consolidated | |
|---|---|---|
| 2025 | 2024 | |
| Amounts recognised in profit and loss | $ | $ |
| Depreciation expense on right-of-use assets | 3,243,489 | 2,909,645 |
| Interest expense on lease liabilities | 665,616 | 584,015 |
| Expense relating to short-term and low value leases | 637,140 | 490,724 |
At 30 June 2025 the consolidated entity is committed to $19,160 for short term and low value property leases (2024: $16,874).
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 13. Financial assets
Financial assets held at fair value through other comprehensive income
| Shares in listed entities | 2025 2024 $ $ 1,565,183 1,448,296 Consolidated |
|---|---|
Shares and options in listed entities are measured at fair value at the end of the reporting period, using quoted market share prices. Refer to note 23 for movement during the year.
These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the directors of the consolidated entity have elected to designate these investments in equity instruments as at fair value through other comprehensive income as they believe that recognising short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the consolidated entity’s strategy of holding these investments for long-term purposes and realising their performance potential in the long run.
Note 14. Intangible assets
| Goodwill acquired on acquisition of subsidiary Customer assets acquired on acquisition of subsidiary Intellectual property assets Movement in intangible assets Goodwill Balance at beginning of year Additional goodwill acquired Translation differences related to goodwill held in foreign currencies Balance at end of year Customer assets Balance at beginning of year Additional customer assets acquired Translation differences related to customer assets held in foreign currencies Amortisation Balance at end of year Intellectual property assets Balance at beginning of year Additional intellectual property assets acquired Amortisation Balance at end of year |
2025 2024 $ $ 18,330,696 18,273,867 7,892,033 9,249,829 1,317,533 1,265,474 27,540,262 28,789,170 2025 2024 $ $ 18,273,867 13,794,957 - 4,499,703 56,829 (20,793) 18,330,696 18,273,867 9,249,829 7,100,723 - 3,200,000 25,422 (7,164) (1,383,218) (1,043,730) 7,892,033 9,249,829 1,265,474 1,490,149 272,751 - (220,692) (224,675) 1,317,533 1,265,474 Consolidated Consolidated |
2025 2024 $ $ 18,330,696 18,273,867 7,892,033 9,249,829 1,317,533 1,265,474 27,540,262 28,789,170 2025 2024 $ $ 18,273,867 13,794,957 - 4,499,703 56,829 (20,793) 18,330,696 18,273,867 9,249,829 7,100,723 - 3,200,000 25,422 (7,164) (1,383,218) (1,043,730) 7,892,033 9,249,829 1,265,474 1,490,149 272,751 - (220,692) (224,675) 1,317,533 1,265,474 Consolidated Consolidated |
|---|---|---|
| 18,273,867 | ||
| 7,100,723 3,200,000 (7,164) (1,043,730) |
||
| 9,249,829 | ||
| 1,490,149 - (224,675) |
||
| 1,265,474 |
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 14. Intangible assets (continued)
Intangible customer assets were acquired by the consolidated entity in relation to the existing contracts and relationships from its acquisition of its subsidiaries, GR Engineering Services Inc. (formerly known as Hanlon Engineering and Associates Inc.), Mipac Holdings Pty Ltd and Paradigm Engineers Pty Ltd. These intangible customer assets are amortised over a period of 7 to 15 years. Intangible intellectual property assets were acquired in the transaction with Mipac Holdings Pty Ltd, relating to software products. These intellectual property assets will be amortised over a period of 15 years.
The consolidated entity tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.
Value in Use Assumptions and Key Estimates
Sales and Earnings Growth
The five year cash flow estimates used in the goodwill impairment assessment was based on the Board approved budgets for the year ending 30 June 2025. The business has assumed a nominal growth assumption of 2% per annum.
Discount Rate
A discount rate of 10% (FY24: 10%) which includes a risk margin was applied to the cashflows for the purposes of goodwill impairment assessment.
Sensitivity Analysis
The business simulated scenarios to sensitise future cash flows including the net future cash flow impacts of a delay in contract awards. In this scenario, there is still significant headroom in the value in use model. There is no reasonably possible change in the assumptions that would lead to an impairment.
Goodwill arising from the acquisition of GR Engineering Services Inc., Mipac Holdings Pty Ltd and Paradigm Engineers Pty Ltd has been allocated to the mineral processing segment and is monitored at that level. The directors have performed an annual impairment test with recoverable amount of the cash generating unit being determined based on a value in use calculation. No indicators of impairment were noted and no impairment required.
Note 15. Current liabilities - trade and other payables
| Trade payables Accrued expenses GST payable Other payables |
2025 2024 $ $ 29,438,281 51,176,768 9,398,799 10,821,522 1,143,653 2,862,099 6,393,551 10,637,881 46,374,284 75,498,270 Consolidated |
2025 2024 $ $ 29,438,281 51,176,768 9,398,799 10,821,522 1,143,653 2,862,099 6,393,551 10,637,881 46,374,284 75,498,270 Consolidated |
|---|---|---|
| 75,498,270 |
Refer to note 23 for further information on financial instruments.
Trade payables are non-interest bearing and are normally settled on 30 day terms. The net of GST payable and GST receivable is remitted to the appropriate tax body on a monthly basis.
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 16. Lease liabilities
Current liabilities - lease liabilities
| Lease liability - motor vehicles and office equipment Lease liability - office premises Non-current liabilities - lease liabilities Lease liability - motor vehicles and office equipment Lease liability - office premises |
2025 2024 $ $ 76,370 334,829 2,404,718 2,096,355 2,481,088 2,431,184 2025 2024 $ $ 161,866 619,852 6,533,946 5,841,073 6,695,812 6,460,925 Consolidated Consolidated |
2025 2024 $ $ 76,370 334,829 2,404,718 2,096,355 2,481,088 2,431,184 2025 2024 $ $ 161,866 619,852 6,533,946 5,841,073 6,695,812 6,460,925 Consolidated Consolidated |
|---|---|---|
| 6,460,925 |
Refer to note 23 for further information on financial instruments.
Total secured liabilities
The total secured liabilities (current and non-current) are as follows:
| Lease liability | 2025 2024 $ $ 238,236 1,214,765 238,236 1,214,765 Consolidated |
2025 2024 $ $ 238,236 1,214,765 238,236 1,214,765 Consolidated |
|---|---|---|
| 1,214,765 |
Assets pledged as security
The lease liabilities relating to motor vehicles and office equipment are effectively secured as the rights to the leased assets, recognised in the statement of financial position, revert to the lessor in the event of default. Property lease liabilities are not secured.
Lease liabilities - maturity analysis
| Year 1 - current liability Year 2 - non-current liability Year 3 - non-current liability Year 4 - non-current liability Year 5 - non-current liability Year 6 - non-current liability |
2025 2024 $ $ 3,310,047 3,231,755 3,202,028 2,418,613 2,303,837 2,225,237 883,451 1,332,454 - 491,437 - - 9,699,363 9,699,496 Consolidated |
2025 2024 $ $ 3,310,047 3,231,755 3,202,028 2,418,613 2,303,837 2,225,237 883,451 1,332,454 - 491,437 - - 9,699,363 9,699,496 Consolidated |
|---|---|---|
| 9,699,496 |
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 17. Provisions
Current liabilities - provisions
| Annual leave Long service leave Warranties Project returns Movement in provisions Provision for annual leave Balance at beginning of year Additional provisions recognised Amounts used Balance at end of year Provision for warranty and defects liability Balance at beginning of year Additional provisions/(reduction in provisions) recognised Amounts used Balance at end of year Provision for project returns Balance at beginning of year Additional provisions/(reduction in provisions) recognised Amounts used Balance at end of year Non-current liabilities - provisions Long service leave Movement in provisions Provision for long service leave Balance at beginning of year Additional provisions recognised Amounts used Balance at end of year Provision for long service leave- reconciled as follows: Long service leave - current Long service leave - non-current |
2025 2024 $ $ 8,418,766 8,389,136 4,969,432 3,827,561 8,984,354 10,392,564 - - 22,372,552 22,609,261 2025 2024 $ $ 8,389,136 6,761,529 7,851,377 7,229,878 (7,821,747) (5,602,271) 8,418,766 8,389,136 10,392,564 7,336,250 2,523,929 5,572,820 (3,932,139) (2,516,506) 8,984,354 10,392,564 - 444,075 - 432,944 - (877,019) - - 2025 2024 $ $ 1,481,104 1,599,878 2025 2024 $ $ 5,427,439 4,749,459 1,754,579 1,142,655 (731,482) (464,675) 6,450,536 5,427,439 4,969,432 3,827,561 1,481,104 1,599,878 6,450,536 5,427,439 Consolidated Consolidated Consolidated Consolidated |
2025 2024 $ $ 8,418,766 8,389,136 4,969,432 3,827,561 8,984,354 10,392,564 - - 22,372,552 22,609,261 2025 2024 $ $ 8,389,136 6,761,529 7,851,377 7,229,878 (7,821,747) (5,602,271) 8,418,766 8,389,136 10,392,564 7,336,250 2,523,929 5,572,820 (3,932,139) (2,516,506) 8,984,354 10,392,564 - 444,075 - 432,944 - (877,019) - - 2025 2024 $ $ 1,481,104 1,599,878 2025 2024 $ $ 5,427,439 4,749,459 1,754,579 1,142,655 (731,482) (464,675) 6,450,536 5,427,439 4,969,432 3,827,561 1,481,104 1,599,878 6,450,536 5,427,439 Consolidated Consolidated Consolidated Consolidated |
|---|---|---|
| 5,427,439 | ||
| 3,827,561 1,599,878 |
||
| 5,427,439 |
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 18. Contract liabilities
| Contract liabilities - current liabilities Contracts in progress Progress billings - mineral processing Construction costs to date plus recognised profits - mineral processing |
2025 $ 39,012,678 |
2024 2023 $ $ 45,511,672 50,705,357 2025 2024 $ $ 478,433,767 521,573,737 (439,597,050) (482,572,221) 38,836,717 39,001,516 Consolidated Consolidated |
2023 $ 50,705,357 |
|---|---|---|---|
| 39,001,516 |
Contract liabilities relating to construction contracts are balances due to customers under construction contracts. These arise if a particular milestone payment exceeds the revenue recognised to date under the cost-to-cost method.
Revenue recognised in the current reporting period relating to contract liabilities on the balance sheet at 30 June 2024 was $45,511,672 (30 June 2023: $50,705,357). There was nil revenue recognised in the current reporting period that related to performance obligations that were satisfied in a prior year.
Note 19. Equity - issued capital
| Ordinary shares - fully paid Opening balance Additional shares issued: Ordinary shares - fully paid Exercise of performance rights Acquisition of subsidiary (refer note 32) |
2025 2024 Shares Shares 166,908,472 161,567,252 445,000 3,388,000 - 1,953,220 167,353,472 166,908,472 Consolidated |
2025 2024 $ $ 46,979,443 40,025,411 658,660 2,454,032 - 4,500,000 47,638,103 46,979,443 Consolidated |
2025 2024 $ $ 46,979,443 40,025,411 658,660 2,454,032 - 4,500,000 47,638,103 46,979,443 Consolidated |
|---|---|---|---|
| 46,979,443 |
Ordinary shares
Fully paid ordinary shares carry one vote per share and carry a right to dividends.
Performance rights
As at 30 June 2025, the consolidated entity had on issue a total of 5,195,775 performance rights (as at 30 June 2024: 5,476,775):
| Number of | |||
|---|---|---|---|
| performance rights | Grant date | Expiry date | Exercise price |
| 80,000 | 1/07/2022 | 27/08/2025 | Nil |
| 595,000 | 1/11/2022 | 1/11/2025 | Nil |
| 1,610,000 | 12/12/2022 | 12/12/2025 | Nil |
| 2,071,750 | 28/08/2023 | 28/08/2026 | Nil |
| 20,000 | 3/10/2023 | 28/08/2026 | Nil |
| 40,000 | 3/10/2023 | 3/10/2026 | Nil |
| 30,000 | 9/02/2024 | 10/11/2026 | Nil |
| 217,025 | 14/03/2024 | 13/03/2026 | Nil |
| 130,000 | 14/03/2024 | 13/03/2027 | Nil |
| 60,000 | 22/07/2024 | 22/07/2027 | Nil |
| 28,000 | 30/10/2024 | 30/10/2027 | Nil |
| 125,000 | 30/11/2024 | 30/11/2027 | Nil |
| 134,000 | 17/03/2025 | 17/03/2028 | Nil |
| 20,000 | 9/06/2025 | 9/06/2028 | Nil |
| 35,000 | 9/06/2025 | 29/02/2028 | Nil |
53
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 20. Equity - reserves
| Note 20. Equity - reserves | ||
|---|---|---|
| Foreign currency reserve Performance rights reserve Investment revaluation reserve Foreign currency reserve Balance at beginning of year Additional amounts recognised Balance at end of year |
2025 2024 $ $ (175,417) 61,617 4,761,767 2,913,435 (642,093) (516,364) 3,944,257 2,458,688 2025 2024 $ $ 61,617 (76,071) (237,034) 137,688 (175,417) 61,617 Consolidated Consolidated |
|
| 61,617 |
The above foreign currency reserve represents foreign exchange differences resulting from translation of foreign currency amounts held in subsidiaries of the consolidated entity.
| Performance rights reserve Balance at beginning of year Additional amounts recognised Amount exercised Balance at end of year |
2025 2024 $ $ 2,913,435 3,460,206 2,506,992 1,907,261 (658,660) (2,454,032) 4,761,767 2,913,435 Consolidated |
2025 2024 $ $ 2,913,435 3,460,206 2,506,992 1,907,261 (658,660) (2,454,032) 4,761,767 2,913,435 Consolidated |
|---|---|---|
| 2,913,435 |
The above performance rights reserve relates to performance rights granted and vested by the consolidated entity to its employees under its equity incentive plan.
| Investment revaluation reserve Balance at beginning of year Gain/(loss) realised on sale of investment Movement in fair value Balance at end of year |
2025 2024 $ $ (516,364) (685,160) 401,950 (42,503) (527,679) 211,299 (642,093) (516,364) Consolidated |
2025 2024 $ $ (516,364) (685,160) 401,950 (42,503) (527,679) 211,299 (642,093) (516,364) Consolidated |
|---|---|---|
| (516,364) |
The above investment revaluation reserve relates to the revaluation of shares held in listed entities to fair value at the end of the reporting period. The fair value is determined using the quoted share price at 30 June 2025.
54
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 21. Equity - retained profits
| Retained profits at the beginning of the financial year Transfers from reserves Transfer from investment revaluation reserve Profit after income tax expense for the year Payment of dividends Retained profits at the end of the financial year Note 22. Equity - dividends Dividends Year ended 30 June 2024 Dividend paid 22 September 2023 (fully franked at 30% tax rate): 10 cents per ordinary share Dividend paid 25 March 2024 (fully franked at 30% tax rate): 9 cents per ordinary share Year ended 30 June 2025 Dividend paid 20 September 2024 (fully franked at 30% tax rate): 10 cents per ordinary share Dividend paid 25 March 2025 (fully franked at 30% tax rate): 10 cents per ordinary share |
2025 2024 $ $ 16,888,392 17,007,505 - - (401,950) 42,503 34,208,692 31,179,882 (33,429,694) (31,341,498) 17,265,440 16,888,392 2025 2024 $ $ 16,495,525 14,845,973 16,700,847 16,728,847 33,429,694 31,341,498 Consolidated Consolidated |
2025 2024 $ $ 16,888,392 17,007,505 - - (401,950) 42,503 34,208,692 31,179,882 (33,429,694) (31,341,498) 17,265,440 16,888,392 2025 2024 $ $ 16,495,525 14,845,973 16,700,847 16,728,847 33,429,694 31,341,498 Consolidated Consolidated |
|---|---|---|
| 31,341,498 |
On 20 August 2025, the consolidated entity declared a fully franked dividend of 12.0 cents per share, an aggregate of $20,082,417. The Record Date of the dividend is 2 September 2025 and the proposed payment date is 25 September 2025.
GR Engineering has a Dividend Reinvestment Plan (DRP) which enables all shareholders to elect to have all or some of their dividend reinvested in additional GR Engineering shares. The DRP is applicable to the FY25 final dividend. The Directors have determined that a 2.5% discount will apply to the allocation price.
| Franking credits | ||
|---|---|---|
| Consolidated | ||
| 2025 | 2024 | |
| $ | $ | |
| Franking (debits)/credits available for subsequent financial years based on a tax rate | ||
| of 30% | 8,987,188 | 3,851,089 |
55
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 23. Financial instruments
Financial risk management objectives
The consolidated entity is exposed to risks in relation to its financial instruments. These risks include market risk (consisting of foreign currency risk and interest rate risk), credit risk, liquidity risk and equity risk.
A summary of the consolidated entity’s financial instruments are as follows:
| Financial assets Cash and cash equivalents - amortised cost Trade and other receivables current asset - amortised cost Trade and other receivables non current asset - amortised cost Equity instruments - fair value through other comprehensive income Total financial assets Financial liabilities Trade and other payables - amortised cost Lease liabilities - amortised cost Total financial liabilities |
2025 2024 $ $ 70,959,192 74,645,675 63,991,410 93,553,298 5,063,027 6,540,610 1,565,183 1,448,296 141,578,812 176,187,879 46,374,284 75,238,186 9,176,900 9,152,193 55,551,184 84,390,379 Consolidated |
2025 2024 $ $ 70,959,192 74,645,675 63,991,410 93,553,298 5,063,027 6,540,610 1,565,183 1,448,296 141,578,812 176,187,879 46,374,284 75,238,186 9,176,900 9,152,193 55,551,184 84,390,379 Consolidated |
|---|---|---|
| 176,187,879 | ||
| 75,238,186 9,152,193 |
||
| 84,390,379 |
Capital risk management
The consolidated entity manages its capital to ensure the ability to continue as a going concern while maximising the return to stakeholders. The capital structure of the consolidated entity consists of equity in the form of issued capital, reserves and retained earnings, and debt in the form of borrowings. The consolidated entity is not subject to any externally imposed capital requirements.
Market risk
Foreign currency risk
The consolidated entity and the parent entity undertakes certain transactions denominated in foreign currency and are exposed to foreign currency risk through foreign exchange rate fluctuations.
The carrying amounts in Australian dollars (AUD) of the consolidated entity’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:
| United States Dollars Great British Pounds Euro Canadian Dollars Papua New Guinea Kina Indonesian Rupiah |
2025 2024 AUD $ AUD $ 12,309,242 27,567,953 12,590 7,699 15,861 36,728 1,833,976 1,537,016 4,634,032 1,760,507 143,415 165,743 18,949,116 31,075,646 Assets |
2025 2024 AUD $ AUD $ (3,806,433) (2,188,708) (6,164) (1,989) (8,166) (7,310) (22,773) (9,849) (567,363) (1,249,019) (2,832) (2,752) (4,413,731) (3,459,627) Liabilities |
2025 2024 AUD $ AUD $ (3,806,433) (2,188,708) (6,164) (1,989) (8,166) (7,310) (22,773) (9,849) (567,363) (1,249,019) (2,832) (2,752) (4,413,731) (3,459,627) Liabilities |
|---|---|---|---|
| (3,459,627) |
56
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 23. Financial instruments (continued)
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.
The consolidated entity holds balances in United States Dollars, these balances are translated into Australian dollars at the prevailing exchange rate at 30 June 2025 of AUD $1 = USD $0.65 (2024: AUD $1 = USD $0.67).
The consolidated entity holds balances in Great British Pounds, these balances are translated into Australian dollars at the prevailing exchange rate at 30 June 2025 of AUD $1 = GBP £0.48 (2024: AUD $1 = GBP £0.53).
The consolidated entity holds balances in Euro, these balances are translated into Australian dollars at the prevailing exchange rate at 30 June 2025 of AUD $1 = EUR €0.56 (2024: AUD $1 = EUR €0.62).
The consolidated entity holds balances in Papua New Guinea Kina, these balances are translated into Australian dollars at the prevailing exchange rate at 30 June 2025 of AUD $1 = PGK 2.66 (2024: AUD $1 = PGK 2.50).
The consolidated entity holds balances in Indonesian Rupiah, these balances are translated into Australian dollars at the prevailing exchange rate at 30 June 2025 of AUD $1 = IDR 10,592.70 (2024: AUD $1 = IDR 10,900.00).
The consolidated entity holds balances in Canadian Dollars, these balances are translated into Australian dollars at the prevailing exchange rate at 30 June 2025 of AUD $1 = CAD $0.89 (2024: AUD $1 = CAD $0.91).
The following table details the consolidated entity’s sensitivity to a 10% increase and decrease in the value of the Australian dollar against the currencies in which monetary assets are held:
| Consolidated - 2025 United States Dollars Great British Pounds Euro Canadian Dollars Papua New Guinea Kina Indonesian Rupiah Consolidated - 2024 United States Dollars Great British Pounds Euro Canadian Dollars Papua New Guinea Kina Indonesian Rupiah |
Effect on profit before tax Effect on equity $ $ (791,688) (778,820) (584) (70,460) (694) (1,341) (157,026) (157,026) (369,697) (370,722) (12,550) (12,550) (1,332,239) (1,390,919) Effect on profit before tax Effect on equity $ $ (2,351,209) (2,338,428) (519) (22,735) (2,663) (3,309) (135,631) (135,631) (46,499) (50,206) (14,674) (14,674) (2,551,195) (2,564,983) Effect of 10% increase in exchange rate Effect of 10% increase in exchange rate |
Effect of 10% decrease in exchange rate |
Effect of 10% decrease in exchange rate |
|---|---|---|---|
| Effect on profit before tax Effect on equity $ $ 921,895 906,167 715 86,119 862 1,653 210,569 210,569 451,852 453,105 15,902 15,902 1,601,795 1,673,515 Effect of 10% decrease in exchange rate |
Effect on equity $ 906,167 86,119 1,653 210,569 453,105 15,902 |
||
| 1,673,515 | |||
| Effect on profit before tax $ (2,351,209) (519) (2,663) (135,631) (46,499) (14,674) (2,551,195) |
Effect on profit before tax $ 2,766,132 635 3,282 173,599 56,832 18,285 3,018,765 |
Effect on equity $ 2,750,511 27,788 4,071 173,599 61,363 18,285 |
|
| 3,035,617 |
57
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 23. Financial instruments (continued)
Interest rate risk
The board has considered the consolidated entity’s exposure to interest rate risk by analysing the effect on profit and equity of an interest rate increase or decrease of one quarter of a percentage point (0.25%) in the following table.
| Consolidated - 2025 Interest revenue Interest expense Consolidated - 2024 Interest revenue Interest expense |
Effect on profit before tax Effect on equity $ $ 150,829 150,829 (2,084) (2,084) 148,745 148,745 Effect on profit before tax Effect on equity $ $ 78,851 78,851 (3,377) (3,377) 75,474 75,474 Effect of increase in interest rate Effect of increase in interest rate |
Effect of decrease in interest rate |
Effect of decrease in interest rate |
|---|---|---|---|
| Effect on profit before tax Effect on equity $ $ (150,829) (150,829) 2,081 2,081 (148,748) (148,748) Effect of decrease in interest rate |
Effect on equity $ (150,829) 2,081 |
||
| (148,748) | |||
| Effect on profit before tax $ 78,851 (3,377) 75,474 |
Effect on profit before tax $ (78,851) 3,370 (75,481) |
Effect on equity $ (78,851) 3,370 |
|
| (75,481) |
Equity price risk
The consolidated entity is exposed to equity price risks arising from equity investments.
The sensitivity analysis below has been determined based on the exposure of the consolidated entity to a 5% increase or decrease in equity prices at the end of the reporting year :
- other comprehensive income for the year ended 30 June 2025 would increase by $78,259 (2024: $72,415) as a result of an increase of 5% in equity prices, and decrease by $78,259 (2024: $72,415) as a result of a decrease of 5% in equity prices.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the consolidated entity. The consolidated entity has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The consolidated entity uses independent rating agencies, publicly available financial information and other trading records to rate its major customers. Legally binding contracts are entered into to determine payment terms in relation to major projects.
The consolidated entity does not have significant credit risk exposure to any single counterparty or group of counterparties.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the consolidated entity’s short-, medium- and long-term funding and liquidity management requirements. The consolidated entity manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
58
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 23. Financial instruments (continued)
Liquidity and interest rate risk tables
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
| Consolidated - 2025 % Non-derivatives Non-interest bearing Trade and other payables - Interest-bearing - fixed rate Lease liability 5.55% Total non-derivatives Consolidated - 2024 % Non-derivatives Non-interest bearing Trade and other payables - Interest-bearing - fixed rate Lease liability 4.29% Total non-derivatives Weighted average interest rate Weighted average interest rate |
Less than 6 months 6 to 12 months Over 12 months $ $ $ 45,230,631 - - 2,246,066 235,022 6,695,812 47,476,697 235,022 6,695,812 Less than 6 months 6 to 12 months Over 12 months $ $ $ 72,376,087 - - 1,629,185 1,062,083 6,460,925 74,005,272 1,062,083 6,460,925 Remaining contractual maturities Remaining contractual maturities |
Less than 6 months 6 to 12 months Over 12 months $ $ $ 45,230,631 - - 2,246,066 235,022 6,695,812 47,476,697 235,022 6,695,812 Less than 6 months 6 to 12 months Over 12 months $ $ $ 72,376,087 - - 1,629,185 1,062,083 6,460,925 74,005,272 1,062,083 6,460,925 Remaining contractual maturities Remaining contractual maturities |
Total $ 45,230,631 9,176,900 |
|---|---|---|---|
| 54,407,531 | |||
| Total $ 72,376,087 9,152,193 |
|||
| Less than 6 months $ 72,376,087 1,629,185 74,005,272 |
6 to 12 months $ - 1,062,083 1,062,083 |
||
| 81,528,280 |
Fair value of financial instruments
The fair values of financial assets and liabilities, together with their carrying amounts in the statement of financial position, for the consolidated entity are as follows:
| Consolidated Assets Cash at bank Trade receivables - current Trade receivables - non current Equity instruments Liabilities Trade payables Lease liability |
Carrying amount Fair value $ $ 70,959,192 70,959,192 63,991,410 63,991,410 5,063,027 5,063,027 1,565,183 1,565,183 141,578,812 141,578,812 46,374,284 46,374,284 9,176,900 9,176,900 55,551,184 55,551,184 2025 |
Carrying amount Fair value $ $ 74,645,675 74,645,675 93,553,298 93,553,298 6,540,610 6,540,610 1,448,296 1,448,296 176,187,879 176,187,879 75,238,186 75,238,186 9,152,193 9,152,193 84,390,379 84,390,379 2024 |
Carrying amount Fair value $ $ 74,645,675 74,645,675 93,553,298 93,553,298 6,540,610 6,540,610 1,448,296 1,448,296 176,187,879 176,187,879 75,238,186 75,238,186 9,152,193 9,152,193 84,390,379 84,390,379 2024 |
|---|---|---|---|
| 176,187,879 | |||
| 75,238,186 9,152,193 |
|||
| 84,390,379 |
59
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 23. Financial instruments (continued)
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
-
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
-
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
-
Level 3 inputs are unobservable inputs for the asset or liability.
The financial assets and liabilities of the consolidated entity are classified into these categories below:
| Fair value hierarchy - 2025 Financial assets Trade receivables Equity instruments Financial liabilities Trade payables Fair value hierarchy - 2024 Financial assets Trade receivables Equity instruments Financial liabilities Trade payables |
Level 1 $ - 1,565,183 1,565,183 - - Level 1 $ - 1,448,296 1,448,296 - - |
Level 2 $ 63,991,410 - 63,991,410 46,374,284 46,374,284 Level 2 $ 93,553,298 - 93,553,298 75,238,186 75,238,186 |
Level 3 $ - - - - - Level 3 $ - - - - - |
Total $ 63,991,410 1,565,183 |
|---|---|---|---|---|
| 65,556,593 | ||||
| 46,374,284 | ||||
| 46,374,284 | ||||
| Total $ 93,553,298 1,448,296 |
||||
| 95,001,594 | ||||
| 75,238,186 | ||||
| 75,238,186 |
The fair values of the financial assets and financial liabilities included in the level 2 category above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.
Reconciliation of Level 1 fair value measurements:
| Reconciliation of Level 1 fair value measurements: | ||
|---|---|---|
| Equity instruments Opening balance Additions Disposals Net revaluations in other comprehensive income Gain in profit and loss Closing balance |
2025 2024 $ $ 1,448,296 2,288,157 1,500,000 - (801,550) (639,141) (581,563) (200,720) - - 1,565,183 1,448,296 Consolidated |
|
| 1,448,296 |
60
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 24. Key management personnel disclosures
Directors
The following persons were directors of GR Engineering Services Limited during the financial year:
Executive director
Tony Patrizi
Managing Director
Non-executive directors
Phil Lockyer Non-Executive Chairman Peter Hood Non-Executive Director Joe Totaro Non-Executive Director Deb Morrow Non-Executive Director
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity, directly or indirectly, during the financial year:
Executives
Omesh Motiwalla
Chief Financial Officer and Company Secretary
Remuneration of key management personnel
Information on remuneration of key management personnel is set out in the Remuneration Report in the Directors Report.
The aggregate compensation made to key management personnel of the consolidated entity is set out below:
| Short term benefits Post employment benefits Share based payments Other |
2025 2024 $ $ 1,417,453 1,254,447 97,941 80,963 33,380 60,981 245,117 66,177 1,793,891 1,462,568 Consolidated |
2025 2024 $ $ 1,417,453 1,254,447 97,941 80,963 33,380 60,981 245,117 66,177 1,793,891 1,462,568 Consolidated |
|---|---|---|
| 1,462,568 |
Note 25. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the auditor of the company, and its network firms:
| Audit services - Deloitte Touche Tohmatsu Audit or review of the financial statements of the consolidated entity Audit or review of the financial statements of subsidiaries Other services - Deloitte Touche Tohmatsu Tax compliance - consolidated entity Other services - consolidated entity |
2025 2024 $ $ 300,000 299,000 13,515 12,483 317,123 153,384 - 15,750 630,638 480,617 Consolidated |
2025 2024 $ $ 300,000 299,000 13,515 12,483 317,123 153,384 - 15,750 630,638 480,617 Consolidated |
|---|---|---|
| 480,617 |
During the financial year the following fees were paid or payable for services provided by other auditors:
Audit or review of the financial statements of subsidiaries 14,713 42,778
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 26. Contingent liabilities
The consolidated entity has bank guarantees in place as at 30 June 2025 of $4,547,799 (2024: $29,459,711) under its multioption facility with National Australia Bank.
The consolidated entity's standby multi-option facility with National Australia Bank has a limit of $60,000,000. The facilities are secured by a fixed and floating charge over all the assets of the consolidated entity. The consolidated entity provides bank guarantees under this facility to support project performance in favour of certain clients. The amount of these bank guarantees at 30 June 2025 is $3,632,878 (2024: $28,944,447).
The consolidated entity has a bank guarantee facility with National Australia Bank to provide guarantees for the security of rental properties to the value of $914,922 (2024: $515,264). The amount of bank guarantees issued under this facility at 30 June 2025 is $914,922 (2024: $515,264).
The consolidated entity has a bank guarantee facility with HSBC to provide guarantees to support project performance in favour of certain clients. The amount of these bank guarantees at 30 June 2025 is USD $763,716 (AUD $1,168,829) (2024: USD $520,020 (AUD $779,582)).
The consolidated entity has a $45 million insurance bond facility with Berkshire Hathaway Specialist Insurance Company and an additional $30 million insurance bond facility with Allianz Australia Insurance Limited. These facilities are utilised to provide retention and off site materials bonds in connection with certain projects. The amount of insurance bonds issued under the Berkshire Hathaway Specialist Insurance Company facility at 30 June 2025 is $9,343,338 (2024: $12,549,695). The amount of insurance bonds issued under the Allianz Australia Insurance Limited facility at 30 June 2025 is $16,137,896 (2024: $25,808,664).
GR Engineering Services Limited, the parent company, has provided guarantees and indemnities in relation to certain contracts entered into by its subsidiaries. Liability under these guarantees and indemnities is limited to the relevant subsidiaries' contracted limits of liability under the contracts.
Note 27. Related party transactions
During the year ended 30 June 2025, the consolidated entity leased office space at 71 Daly Street, Ascot WA from Ashguard Pty Ltd. Tony Patrizi, a director of the consolidated entity, had a non-controlling interest in Ashguard Pty Ltd. The total amount invoiced by Ashguard Pty Ltd in the year ended 30 June 2025 amounted to $995,444 including GST (2024: $785,146). The balance payable at 30 June 2025 is $5,624 (2024: $69,229).
In previous years the consolidated entity procured items from Mak Industrial Water Solutions Limited, a company in which Peter Hood is Chairman. The total amount invoiced by Mak Industrial Water Solutions Limited in the year ended 30 June 2025 was nil (2024: $7,388). The balance payable at 30 June 2025 is nil (2024: $7,388).
During the year ended 30 June 2025, the consolidated entity procured items from Flanco Pty Ltd and Flanco Kalgoorlie Pty Ltd, subsidiaries of Tasmea Limited, a company in which Joe Totaro is Chairman and a Non-Executive Director. For the period after the date of acquisition by Tasmea Limited, being 1 April 2025, the total amount invoiced by Flanco Pty Ltd and Flanco Kalgoorlie Pty Ltd was $5,077,117 including GST. The balance payable at 30 June 2025 is $4,813,945.
During the year ended 30 June 2025 the consolidated entity provided engineering services for Agrimin Limited, a company in which Deb Morrow was Managing Director and Chief Executive Officer during the financial year. The total amount invoiced to Agrimin Limited in the year ended 30 June 2025 was $7,975 including GST (2024: $39,866). The balance outstanding at 30 June 2025 is nil (2024: nil).
The terms of these arrangements are at arm's length and at normal commercial terms.
Other than transactions with parties related to key management personnel mentioned above and in the remuneration report, there have been no other transactions with parties related to the consolidated entity in the financial year ending 30 June 2025.
62
ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 28. Parent entity information
The accounting policies of the parent entity, which have been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements.
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
| Profit/(loss) after income tax Total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Performance rights reserve Investment revaluation reserve Retained profits Total equity |
2025 2024 $ $ 32,932,966 25,610,502 32,405,287 25,821,801 2025 2024 $ $ 105,625,769 136,229,638 124,797,139 154,985,788 90,698,191 123,684,594 94,921,421 126,592,655 47,638,103 46,979,443 4,761,767 2,913,435 (642,093) (516,364) (21,882,059) (20,983,381) 29,875,718 28,393,133 Parent Parent |
2025 2024 $ $ 32,932,966 25,610,502 32,405,287 25,821,801 2025 2024 $ $ 105,625,769 136,229,638 124,797,139 154,985,788 90,698,191 123,684,594 94,921,421 126,592,655 47,638,103 46,979,443 4,761,767 2,913,435 (642,093) (516,364) (21,882,059) (20,983,381) 29,875,718 28,393,133 Parent Parent |
|---|---|---|
| 154,985,788 | ||
| 123,684,594 | ||
| 126,592,655 | ||
| 46,979,443 2,913,435 (516,364) (20,983,381) |
||
| 28,393,133 |
The contingent liabilities of the parent entity are the same as those of the consolidated entity, as set out in note 26.
Note 29. Events after the reporting period
On 20 August 2025, the consolidated entity declared a fully franked dividend of 12.0 cents per share, an aggregate of $20,082,417. The Record Date of the dividend is 2 September 2025 and the proposed payment date is 25 September 2025.
GR Engineering has a Dividend Reinvestment Plan (DRP) which enables all shareholders to elect to have all or some of their dividend reinvested in additional GR Engineering shares. The DRP is applicable to the FY25 final dividend. The Directors have determined that a 2.5% discount will apply to the allocation price.
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 30. Earnings per share
| Note 30. Earnings per share | ||
|---|---|---|
| Basic earnings per share Diluted earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Weighted average number of employee performance rights issued Weighted average number of ordinary shares used in calculating diluted earnings per share Profit after income tax attributable to the owners of GR Engineering Services Limited |
2025 2024 $ $ 34,208,692 31,179,882 Number Number 167,166,143 164,837,350 5,064,216 4,828,849 172,230,359 169,666,199 Cents Cents 20.46 18.92 19.86 18.38 Consolidated |
|
| Number 164,837,350 4,828,849 |
||
| 169,666,199 | ||
| Cents 18.92 18.38 |
Note 31. Share-based payments
An Equity Incentive Plan was adopted by the consolidated entity on 28 March 2012, and was updated on 28 September 2022. At the discretion of the Board, all eligible employees of the consolidated entity or eligible consultants may participate in the Plan. Non-executive directors are not eligible to participate in the Plan.
The Plan is designed to align the interests of executives and employees with the interests of shareholders by providing an opportunity to receive an equity interest in the consolidated entity and therefore direct participation in the benefits of future consolidated entity performance over the medium to long term.
The consolidated entity has issued a total of 12,921,275 performance rights to employees and long term contractors under the Plan. Each right entitles the employee to acquire one fully paid share in the consolidated entity for nil consideration, subject to the employees meeting a service term of three years from the date of grant. During the financial year ending 30 June 2025 422,000 performance rights were issued under the Plan (2024: 2,865,775).
During the financial year 445,000 performance rights vested (2024: 3,388,000). A total of 3,647,945 performance rights have lapsed due to resignations of entitled employees and employees who have received cash in lieu of shares since the date of issue of the first tranche of rights. Of this total 258,000 have lapsed in the financial year ending 30 June 2025 (2024: 796,000).
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
Note 31. Share-based payments (continued)
A summary of performance rights on issue as at 30 June 2025 follows:
| Number issued Number lapsed Grant date Exercise price Vesting date Expiry date Vesting period (years) Vesting conditions Fair value Number issued Number lapsed Grant date Exercise price Vesting date Expiry date Vesting period (years) Vesting conditions Fair value Number issued Number lapsed Grant date Exercise price Vesting date Expiry date Vesting period (years) Vesting conditions Fair value Number issued Number lapsed Grant date Exercise price Vesting date Expiry date Vesting period (years) Vesting conditions Fair value |
Tranche 29 Tranche 31 Tranche 33 Tranche 35 |
|---|---|
| 80,000 595,000 1,770,000 2,358,750 - - (160,000) (287,000) 1 Jul 2022 1 Nov 2022 12 Dec 2022 28 Aug 2023 Nil Nil Nil Nil 27 Aug 2025 1 Nov 2025 12 Dec 2025 28 Aug 2026 27 Aug 2025 1 Nov 2025 12 Dec 2025 28 Aug 2026 3 3 3 3 Nil Nil Nil Nil $1.430 $1.567 $1.438 $1.474 Tranche 36 Tranche 37 Tranche 39 Tranche 40 |
|
| 20,000 40,000 30,000 217,025 - - - - 3 Oct 2023 3 Oct 2023 9 Feb 2024 14 Mar 2024 Nil Nil Nil Nil 28 Aug 2026 3 Oct 2026 10 Nov 2026 13 Mar 2026 28 Aug 2026 3 Oct 2026 10 Nov 2026 13 Mar 2026 3 3 2.75 2 Nil Nil Nil Nil $1.560 $1.560 $1.733 $1.822 Tranche 41 Tranche 42 Tranche 43 Tranche 45 |
|
| 130,000 60,000 28,000 125,000 - - - - 14 Mar 2024 22 Jul 2024 30 Oct 2024 30 Nov 2024 Nil Nil Nil Nil 13 Mar 2027 22 Jul 2027 30 Oct 2027 30 Nov 2027 13 Mar 2027 22 Jul 2027 30 Oct 2027 30 Nov 2027 3 3 3 3 Nil Nil Nil Nil $1.632 $1.459 $1.531 $1.661 Tranche 46 Tranche 47 Tranche 48 134,000 20,000 35,000 - - - 17 Mar 2025 9 Jun 2025 9 Jun 2025 Nil Nil Nil 17 Mar 2028 9 Jun 2028 29 Feb 2028 17 Mar 2028 9 Jun 2028 29 Feb 2028 3 3 2.74 Nil Nil Nil $2.006 $2.013 $2.074 |
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ANNUAL FINANCIAL REPORT
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 31. Share-based payments (continued)
The fair value of performance rights granted during the year was calculated using a Black-Scholes pricing model applying inputs as follows:
| Tranche 29 Grant date share price $1.985 Exercise price - Expected volatility 50% Term (years) 3 Dividend yield 11% Risk free interest rate 3.01% Tranche 36 Grant date share price $2.170 Exercise price - Expected volatility 50% Term (years) 3 Dividend yield 11% Risk free interest rate 4.08% Tranche 41 Grant date share price $2.270 Exercise price - Expected volatility 50% Term (years) 3 Dividend yield 11% Risk free interest rate 3.68% Tranche 46 Grant date share price $2.790 Exercise price - Expected volatility 50% Term (years) 3 Dividend yield 11% Risk free interest rate 3.76% Movement in performance rights Consolidated Balance at beginning of year Granted during the year Vested during the year Forfeited during the year Balance at end of year |
Tranche 29 | Tranche 31 Tranche 33 |
Tranche 35 $2.050 - 50% 3 11% 3.86% Tranche 40 $2.270 - 50% 2 11% 3.74% Tranche 45 $2.310 - 50% 3 11% 3.91% Number of Weighted performance average rights exercise price 6,795,000 - 2,865,775 - (3,388,000) - (796,000) - 5,476,775 - 2024 |
Tranche 35 $2.050 - 50% 3 11% 3.86% Tranche 40 $2.270 - 50% 2 11% 3.74% Tranche 45 $2.310 - 50% 3 11% 3.91% Number of Weighted performance average rights exercise price 6,795,000 - 2,865,775 - (3,388,000) - (796,000) - 5,476,775 - 2024 |
|---|---|---|---|---|
| $1.985 - 50% 3 11% 3.01% Tranche 36 |
$2.180 $2.000 - - 50% 50% 3 3 11% 11% 3.25% 3.07% Tranche 37 Tranche 39 |
|||
| $2.170 - 50% 3 11% 4.08% Tranche 41 |
$2.170 $2.410 - - 50% 50% 3 2.75 11% 11% 4.08% 3.69% Tranche 42 Tranche 43 |
|||
| $2.270 - 50% 3 11% 3.68% Tranche 46 |
$2.030 $2.130 - - 50% 50% 3 3 11% 11% 4.00% 3.96% Tranche 47 Tranche 48 $2.800 $2.800 - - 50% 50% 3 2.74 11% 11% 3.36% 3.36% Number of Weighted performance average rights exercise price 5,476,775 - 422,000 - (445,000) - (258,000) - 5,195,775 - 2025 |
|||
| - |
The weighted average fair value of performance rights granted at 30 June 2025 is $1.52. The weighted average exercise price of these performance rights at 30 June 2025 is nil. The weighted average remaining contractual life of performance rights outstanding at 30 June 2025 is 340 days.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 32. Business combinations
Subsidiaries acquired
During the financial year ending 30 June 2025, no changes were deemed necessary to the provisional accounting for the acquisition of Paradigm Engineers Pty Ltd, in March 2024.
Note 33. Subsidiaries
The consolidated financial statements incorporate the following subsidiaries at the end of the reporting period.
| Country of | Equity | holding | |
|---|---|---|---|
| Name of subsidiary | incorporation | 2025 | 2024 |
| GR Engineering Services (Indonesia) Pty Limited ° | Australia | 100% | 100% |
| GR Engineering Services (Argentina) Pty Limited ° | Australia | 100% | 100% |
| PT GR Engineering Services Indonesia * ° | Indonesia | 100% | 100% |
| GR Engineering Services (Africa) ° | Mauritius | 100% | 100% |
| GR Engineering Services (UK) Limited | United Kingdom | 100% | 100% |
| GR Engineering Services (Ghana) Limited ** ° | Ghana | 100% | 100% |
| GR Engineering Services (Mali) ** ° | Mali | 100% | 100% |
| GR Engineering Services (Côte d’Ivoire) ** ° | Côte d’Ivoire | 100% | 100% |
| GR Engineering Services (Tengrela) ° | Côte d’Ivoire | 100% | 100% |
| GR Engineering Services (Greece) *** ° | Greece | 100% | 100% |
| GR Engineering Services (Tanzania) Limited ° | Tanzania | 100% | 100% |
| GR Engineering Services Turkey Limited ° | Turkey | 100% | 100% |
| GR Production Services Pty Ltd | Australia | 100% | 100% |
| GR Engineering Services Americas Inc. ° | USA | 100% | 100% |
| GR Engineering Services Inc.+ | USA | 100% | 100% |
| GR Engineering Services (Papua New Guinea) Limited | Papua New Guinea | 100% | 100% |
| Mipac Pty Ltd | Australia | 100% | 100% |
| Mipac Holdings Pty Ltd | Australia | 100% | 100% |
| Mipac Process Automation Canada Limited | Canada | 100% | 100% |
| Mipac Peru S.A. | Peru | 100% | 100% |
| Aptiix Pty Ltd++ | Australia | 100% | 100% |
| Paradigm Engineers Pty Ltd^ | Australia | 100% | 100% |
| Mipac Inc. | USA | 100% | - |
-
PT GR Engineering Services Indonesia is 90% owned by GR Engineering Services Limited and 10% owned by GR Engineering Services (Indonesia) Pty Limited.
-
** GR Engineering Services (Ghana) Limited, GR Engineering Services (Côte d’Ivoire) and GR Engineering Services (Mali) are 100% owned by GR Engineering Services (Africa).
-
*** GR Engineering Services (Greece) is 100% owned by GR Engineering Services (UK) Limited.
-
- GR Engineering Services Inc. is 100% owned by GR Engineering Services Americas Inc.
-
++ Aptiix Pty Ltd is 100% owned by GR Production Services Pty Ltd
-
^ Paradigm Engineers Pty Ltd is 100% owned by Mipac Holdings Pty Ltd ° Subsidiary is dormant
A deed of cross guarantee is in place between GR Engineering Services Limited, GR Production Services Pty Ltd, Mipac Holdings Pty Ltd and Mipac Pty Ltd. The remaining subsidiaries do not contribute a material amount to the financial position of the consolidated entity for the year ending 30 June 2025, so disclosure of separate financial information for subsidiaries is not deemed necessary.
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CONSOLIDATED ENTITY DISCLOSURE STATEMENT
AS AT 30 JUNE 2025
| Australian | |||||
|---|---|---|---|---|---|
| resident under | Foreign tax | ||||
| Australian | residency under | ||||
| Entity | Place of | % of share | domestic tax | domestic law of | |
| Entity name | type | incorporation | capital held | law? | foreign country |
| PT GR Engineering Services Indonesia * | Company | Indonesia | 100% | Yes | Indonesia |
| GR Engineering Services (Africa) * | Company | Mauritius | 100% | Yes | Mauritius |
| GR Engineering Services (UK) Limited * | Company | United Kingdom | 100% | Yes | United Kingdom |
| GR Engineering Services (Ghana) Limited * | Company | Ghana | 100% | Yes | Ghana |
| GR Engineering Services (Mali) * | Company | Mali | 100% | Yes | Mali |
| GR Engineering Services (Côte d’Ivoire) * | Company | Côte d’Ivoire | 100% | Yes | Côte d’Ivoire |
| GR Engineering Services (Tengrela) * | Company | Côte d’Ivoire | 100% | Yes | Côte d’Ivoire |
| GR Engineering Services (Greece) * | Company | Greece | 100% | Yes | Greece |
| GR Engineering Services (Tanzania) Limited * | Company | Tanzania | 100% | Yes | Tanzania |
| GR Engineering Services Turkey Limited * | Company | Turkey | 100% | Yes | Turkey |
| GR Engineering Services Americas Inc. | Company | USA | 100% | No | USA |
| GR Engineering Services Inc. | Company | USA | 100% | No | USA |
| GR Engineering Services (Papua New Guinea) Limited | Company | Papua New Guinea | 100% | Yes | Papua New Guinea |
| Mipac Process Automation Canada Limited | Company | Canada | 100% | Yes | Canada |
| Mipac Peru S.A. | Company | Peru | 100% | Yes | Peru |
| Mipac Inc. | Company | USA | 100% | No | USA |
- Subsidiary is dormant
Section 295(3A)(iv) of the Corporations Act 2001 requires the Company to assess whether each entity is a tax resident of Australia and/or a foreign jurisdiction under the domestic tax laws of each country. Where an entity is shown as a resident of both Australia and a foreign jurisdiction, the entity is either dormant or effectively only subject to tax in the foreign jurisdiction because either there is a double tax agreement (DTA) in place between Australia and the foreign country and the DTA allocates taxing rights to the foreign jurisdiction or GR Engineering is considered to have a "permanent establishment" (PE) in that foreign country and therefore any profits derived by the PE from active foreign business activities are non-taxable in Australia.
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DIRECTORS’ DECLARATION
The directors declare that:
(a) in the directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable;
(b) in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 2 to the financial statements;
(c) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity;
(d) the directors have been given the declarations required by s.295A of the Corporations Act 2001; and
(e) in the directors’ opinion, the attached consolidated entity disclosure statement is true and correct.
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.
On behalf of the Directors
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Name: Tony Patrizi Managing Director Date: 25 August 2025
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INDEPENDENT AUDITOR'S REPORT
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INDEPENDENT AUDITOR'S REPORT
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INDEPENDENT AUDITOR'S REPORT
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INDEPENDENT AUDITOR'S REPORT
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CORPORATE GOVERNANCE STATEMENT
Approach to Corporate Governance
GR Engineering Services Ltd ABN 12 121 542 738 ( Company ) has established a corporate governance framework, the key features of which are set out in this statement. In establishing its corporate governance framework, the Company has referred to the recommendations set out in the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations 4th Edition ( Principles & Recommendations ).
The Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where the Company's corporate governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the "if not, why not" reporting regime, where, after due consideration, the Company's corporate governance practices do not follow a recommendation, the Board has explained its reasons for not following the recommendation and disclosed what, if any, alternative practices the Company has adopted instead of those in the recommendation.
The following governance-related documents can be found on the Company's website at www.gres.com.au, under the section marked "Corporate Governance":
Charters
Board Audit and Risk Committee Remuneration and Nomination Committee
Policies and Procedures
Process for Performance Evaluations Policy and Procedure for the Selection and (Re)Appointment of Directors Induction Program Diversity Policy Code of Conduct Policy on Continuous Disclosure Compliance Procedures Shareholder Communication and Investor Relations Policy Securities Trading Policy Whistleblower Protection Policy Anti-Bribery & Collusion Policy Human Rights and Modern Slavery Policy and Procedure for Directors Risk Management Policy Selection, Appointment and Rotation of External Auditors Equity Incentive Plan Rules
The Company reports below on whether it has followed each of the recommendations during the 2024/2025 financial year ( Reporting Period ). The information in this statement is current at 20 August 2025. This statement was approved by a resolution of the Board on 20 August 2025.
Cross-references to the Company’s Annual Financial Report in this statement are references to the Company’s Annual Financial Report for the year ended 30 June 2025, which is, or will be, disclosed on the Company’s website www.gres.com.au, under the section marked "News”.
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CORPORATE GOVERNANCE STATEMENT
Principle 1 – Lay solid foundations for management and oversight
Recommendation 1.1
The Company has established the respective roles and responsibilities of its Board and management, and those matters expressly reserved to the Board and those delegated to management and has documented this in its Board Charter .
Recommendation 1.2
The Company undertakes appropriate checks before appointing a person or putting forward to shareholders a candidate for election as a director and provides shareholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.
The checks which are undertaken, and the information provided to shareholders are set out in the Company’s Policy and Procedure for the Selection and (Re) Appointment of Directors .
Recommendation 1.3
The Company has a written agreement with each director and senior executive setting out the terms of their appointment. The material terms of any employment, service or consultancy agreement the Company, or any of its child entities, has entered into with its Managing Director, any of its directors, and any other person or entity who is related party of the Managing Director or any of its directors has been disclosed in accordance with ASX Listing Rule 3.16.4 (taking into consideration the exclusions from disclosure outlined in that rule).
Recommendation 1.4
The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board as outlined in the Company’s Board Charter.
Recommendation 1.5
The Company has a Diversity Policy, which includes requirements for the Remuneration and Nomination Committee to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the Company’s progress in achieving them. The Company’s Diversity Policy is disclosed on the Company’s website in the Corporate Governance Manual.
The following measurable objective for achieving gender diversity has been set by the Remuneration and Nomination Committee in accordance with the Diversity Policy:
“Subject to the identification of suitable qualified candidates, to increase the percentage of professional and senior executive positions occupied by women to 25% by 30 June 2027.”
The Board continues to work towards meeting this objective and continues to foster a workplace environment and recruitment policies designed to achieve greater female participation in the Company’s workforce.
The respective proportions of men and women on the Board, in senior executive positions and across the whole organisation are set out in the following table. “Senior executive” for these purposes means a person who is a Key Management Employee, a General Manager or a member of Management:
| Proportion of women | |
|---|---|
| Whole organisation | 114 out of 932(12.2%) (12.4% as at 30 June 2024) |
| Senior executivepositions | 8 out of 42(19.1%) (24.4% as at 30 June 2024) |
| Board | 1 out of 5(20%) (20% as at 30 June 2024) |
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CORPORATE GOVERNANCE STATEMENT
Recommendation 1.6
The Chair is responsible for evaluation of the Board and, when deemed appropriate, Board committees and individual directors. The Chair is also responsible for evaluating the Managing Director.
The Chair evaluates the performance of the Managing Director and other Board members through a series of discussions held throughout the year. These discussions include an assessment of the Company’s state of affairs, the risks facing the Company and its economic objectives. The Chair evaluates the extent to which each director has contributed to the efficient utilisation of resources, the identification of risk and the achievement of economic objectives. During these discussions the Chair also elicits confidential feedback from each Director on their view of the interpersonal dynamics between Board members and the quality of the Board’s decision making.
During the Reporting Period the Chair evaluated the performance of all Directors, including the Managing Director, in accordance with the above process.
Recommendation 1.7
The Managing Director is responsible for evaluating the performance of senior executives in accordance with the process disclosed in the Company’s Process for Performance Evaluations .
During the Reporting Period the Managing Director conducted performance evaluations of Senior Executives. Where these evaluations resulted in the identification of areas where the Senior Executive’s technical or interpersonal skills could be strengthened, appropriate training or remedial action was formulated and agreed.
Principle 2 – Structure the board to add value
Recommendation 2.1
The Board has established a Remuneration and Nomination Committee comprising Peter Hood (Chair), Phillip Lockyer, Joe Totaro and Deb Morrow. All members of the Remuneration and Nomination Committee are nonexecutive directors and all members are independent directors. Accordingly, the Remuneration and Nomination Committee is structured in accordance with Recommendation 2.1.
The Board has adopted a Remuneration and Nomination Committee Charter which describes the role, composition, functions and responsibilities of the Remuneration and Nomination Committee and is disclosed on the Company’s website.
Recommendation 2.2
The Board includes 3 qualified engineers, 1 qualified accountant and 1 director with a strong track record in sustainability and safety. The matrix of skills held by the Board is weighted towards those skills which are required to identify, assess, quantify and manage those risks which are most relevant to and prevalent in the Company’s business and the industry in which it operates.
The majority of the Company’s directors hold, or have held, positions on the boards of other publicly listed companies and all have extensive experience in the management of organisations across a range of industries.
When necessary, the Board engages the services of external experts and consultants to augment its capacity to consider and assess matters which fall outside the domain of its collective expertise.
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CORPORATE GOVERNANCE STATEMENT
Recommendation 2.3
The Board considers the independence of directors having regard to the relationships listed in Box 2.3 of the Principles & Recommendations. The independent directors of the Company are Phillip Lockyer, Peter Hood, Joe Totaro and Deb Morrow.
Joe Totaro is a substantial shareholder of the Company. Notwithstanding that he is a substantial shareholder the Board considers Joe Totaro to be an independent director because he is not a member of management and is otherwise free of any interest, position, association or relationship (including those listed in Box 2.3 of the Principles & Recommendations) that might influence in a material respect, his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its members generally. Further, a substantial shareholder is considered by the Board to be in line with the interests of all other shareholders.
The length of service of each director is set out in the Directors’ Report of the Company’s Annual Financial Report.
Recommendation 2.4
The Board has a majority of directors who are independent.
The Board is comprised of 5 directors, 4 of whom are or are deemed to be independent. The one non-independent director is Tony Patrizi. Tony Patrizi is a founding shareholder of the Company. Tony Patrizi has a thorough knowledge of the Company’s business and extensive experience in managing the risks it faces. His continued presence on the Board is therefore highly valued.
The Board is of a size commensurate with the size and nature of the Company.
Recommendation 2.5
The Chair of the Board is Phillip Lockyer. Phil Lockyer is an independent director and is not the Chief Executive Officer.
Recommendation 2.6
The Company has an induction program for new directors and senior executives. The goal of the program is to assist new directors to participate fully and actively in Board decision-making at the earliest opportunity and to assist senior executives to participate fully and actively in management decision-making at the earliest opportunity. The Company’s Induction Program is disclosed on the Company’s website.
The Remuneration and Nomination Committee regularly reviews whether the directors as a group have the skills, knowledge and familiarity with the Company and its operating environment required to fulfil their role on the Board and the Board committees effectively using a Board skills matrix. Where any gaps are identified, the Remuneration and Nomination Committee considers what training or development should be undertaken to fill those gaps. In particular, the Remuneration and Nomination Committee ensures that any director who does not have specialist accounting skills or knowledge has a sufficient understanding of accounting matters to fulfil his or her responsibilities in relation to the Company’s financial statements. Directors also receive ongoing briefings from the Company Secretary and Chief Financial Officer on developments in accounting standards.
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CORPORATE GOVERNANCE STATEMENT
Principle 3 – Act ethically and responsibly
Recommendation 3.1
The Company has established a Core Value policy, which is disclosed on the Company's website.
Recommendation 3.2
The Company has established a Code of Conduct for its directors, senior executives and employees, which is disclosed on the Company’s website.
Recommendation 3.3
The Company has established a Whistleblower policy and any material incidents reported under this policy are communicated to the directors, as applicable.
Recommendation 3.4
The Company has established an anti-bribery and corruption policy and any material incidents reported under this policy are communicated to the directors, as applicable.
Principle 4 – Safeguard integrity in corporate reporting
Recommendation 4.1
The Board has established an Audit and Risk Committee. The members of the Audit and Risk Committee are Joe Totaro (Chairman), Phillip Lockyer, Peter Hood and Deb Morrow. All members of the Audit and Risk Committee are independent non-executive directors and the Audit and Risk Committee is chaired by Mr Totaro who is not also Chairman of the Board. Accordingly, the Audit and Risk Committee is structured in compliance with Recommendation 4.1.
Joe Totaro (B.Comm, CPA) is a Certified Practicing Accountant (CPA) with over 30 years’ experience in commercial and public practice specialising in mining and mining services. Joe is a co-founder of GR Engineering and was formerly the Chief Financial Officer and Company Secretary of GR Engineering. Joe Totaro is currently the Non-Executive Chairman of Tasmea Limited.
Peter Hood (BE (Chem), MAustIMM, FIChemE, FAICD, AO) is a Chemical Engineer and was formerly the Chief Executive Officer of Coogee Chemicals and Coogee Resources. He was Chairman of the International Chamber of Commerce National Committee of Australia. Peter is a Past President of the Australian Chamber of Commerce and Industry and the Chamber of Commerce and Industry Western Australia. Peter is currently Chairman of Matrix Composites and Engineering Limited and Lead Independent Director of Cue Energy Resources Limited.
Phillip Lockyer (BAppSc (Mech Eng)) is a Mining Engineer and metallurgist who has over 50 years experience in the mineral industry, with a focus on gold and nickel in both underground and open pit operations. He has formerly served on the Boards of Perilya Limited, Focus Minerals Limited, Swick Mining Services Limited and CGA Mining Limited. He is currently a Non-Executive Director of RTG Mining Inc.
Deb Morrow (BBUS, GAICD) is a highly regarded corporate leader with over 25 years experience leading large scale projects and had had a range of senior corporate and sustainability roles across the energy and mining sectors. Deb had a 24 year career with Woodside Energy Ltd and was a senior executive at OZ Minerals Ltd, prior to its acquisition by BHP Group Ltd in 2023. Deb is currently an Executive Director of Miner's Promise and the Chairperson of Holyoake.
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CORPORATE GOVERNANCE STATEMENT
The Board has adopted an Audit and Risk Committee Charter which describes the Audit and Risk Committee’s role, composition, functions and responsibilities, which is disclosed on the Company’s website.
Recommendation 4.2
Before the Board approved the Company financial statements for the half year ended 31 December 2024 and the full-year ended 30 June 2025, it received from the Managing Director and the Chief Financial Officer a declaration that, in their opinion, the financial records of the Company for the relevant financial period have been properly maintained and that the financial statements for the relevant financial period comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and the consolidated entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
Recommendation 4.3
Under section 250RA of the Corporations Act, the Company’s auditor is required to attend the Company’s annual general meeting at which the audit report is considered, and to be represented by a person who is a suitably qualified member of the audit team that conducted the audit and is in a position to answer questions about the audit. Each year, the Company writes to the Company’s auditor to inform them of the date of the Company’s annual general meeting.
In accordance with section 250S of the Corporations Act, at the Company’s annual general meeting where the Company’s auditor or their representative is at the meeting, the Chair allows a reasonable opportunity for the members as a whole at the meeting to ask the auditor (or its representative) questions relevant to the conduct of the audit; the preparation and content of the auditor’s report; the accounting policies adopted by the Company in relation to the preparation of the financial statements; and the independence of the auditor in relation to the conduct of the audit. The Chair also allows a reasonable opportunity for the auditor (or their representative) to answer written questions submitted to the auditor under section 250PA of the Corporations Act.
A representative of the Company’s auditor, Deloitte Touche Tohmatsu attended the Company’s annual general meeting held on 27 November 2024.
Principle 5 – Make timely and balanced disclosure
Recommendation 5.1
The Company has established written policies and procedures for complying with its continuous disclosure obligations under the ASX Listing Rules. A summary of the Company’s Policy on Continuous Disclosure and Compliance Procedures are disclosed on the Company’s website at www.gres.com.au.
Recommendation 5.2
The board of directors receives copies of all material market announcements promptly after they have been made.
Recommendation 5.3
The Company releases a copy of presentation materials, where there is new and substantive information, on the ASX Markets Platform ahead of the presentation.
Principle 6 – Respect the rights of security holders
Recommendation 6.1
The Company provides information about itself and its governance to investors via its website at www.gres.com.au as set out in its Shareholder Communication and Investor Relations Policy .
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CORPORATE GOVERNANCE STATEMENT
Recommendation 6.2
The Company has designed and implemented an investor relations program to facilitate effective two-way communication with investors. The program is set out in the Company’s Shareholder Communication and Investor Relations Policy .
Recommendation 6.3
The Company has in place a Shareholder Communication and Investor Relations Policy which outlines the policies and processes that it has in place to facilitate and encourage participation at meetings of shareholders.
Recommendation 6.4
The Company ensures that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.
Recommendation 6.5
Shareholders are given the option to receive communications from, and send communications to, the Company and its share registry electronically. This is facilitated through the Company’s website which provides access to the Company’s and its share registry’s full range of contact details, including email address.
Principle 7 – Recognise and manage risk
Recommendation 7.1
As noted above, the Board has established a combined Audit and Risk Committee. The Audit and Risk Committee is structured in accordance with Recommendation 7.1. Please refer to the disclosure above in relation to Recommendation 4.1 in relation to the Audit and Risk Committee.
Recommendation 7.2
The Audit and Risk Committee reviews the Company’s risk management framework annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risks the Company faces and to ensure that the Company is operating within the risk appetite set by the Board.
Recommendation 7.3
The Company does not have an internal audit function. To evaluate and continually improve the effectiveness of the Company’s risk management and internal control processes, the Board relies on ongoing reporting and discussion of the management of material business risks as outlined in the Company’s Risk Management Policy .
Recommendation 7.4
The Company provides engineering and construction services to the mining industry and operations and maintenance services to the oil and gas industry, including producers of coal seam gas. These activities expose the Company, directly and indirectly to environmental, social and economic sustainability risks, which may materially impact the Company’s ability to create or preserve value for shareholders over the short, medium or long term.
In relation to the provision of goods and services, these risks are mitigated by virtue of the Company entering a project’s life cycle at a stage where all environmental, social and economic requirements of the relevant jurisdiction have been met by the client. The Company does not provide goods and services in circumstances where this is not the case and to that extent, the Company is in a position to continue its business activities in an environmentally, socially and economically sustainable manner.
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CORPORATE GOVERNANCE STATEMENT
In relation to the Company’s suppliers, the Company takes due care to ensure that the goods and services required for the conduct of its business are sourced from entities which act fairly and responsibly within the environments, societies and economies in which they operate thereby mitigating sustainability risks in relation to these factors.
The Company aims to operate in a socially sustainable way by engaging with the local communities and wherever possible providing employment and training opportunities to members of the local community. In doing so, the Company operates within the framework of local norms and customs and endeavours to ensure that its clients do likewise. The Company will not participate in any activity where it is likely to receive either directly or indirectly, economic benefit through the exploitation of others.
Principle 8 – Remunerate fairly and responsibly
Recommendation 8.1
As noted above in relation to Recommendation 2.1, the Board has established a Remuneration and Nomination Committee. The Remuneration and Nomination Committee is structured in compliance with Recommendation 8.1. Please refer to the disclosure above in relation to Recommendation 2.1 in relation to the Remuneration and Nomination Committee.
Recommendation 8.2
Details of remuneration, including the Company’s policy on remuneration, are contained in the “Remuneration Report” which forms of part of the Directors’ Report in the Company’s Annual Financial Report. This disclosure includes a summary of the Company’s policies regarding the deferral of performance-based remuneration and the reduction, cancellation or clawback of the performance-based remuneration in the event of serious misconduct or a material misstatement in the Company’s financial statements.
Under the terms of the GR Engineering Services Limited Equity Incentive Plan ( Plan ), if in the opinion of the Board a participant acts fraudulently or dishonestly or wilfully breaches his or her duties to the Company, the Board may in its absolute discretion determine that all unvested or unexercised performance rights or share appreciation rights held by the participant will lapse.
In addition to the provisions under the Plan, the Board has adopted a clawback policy in relation to any cash bonuses or shares issued pursuant to the Plan. Under this policy the Board reserves the right to take action to reduce, recoup or otherwise adjust the employees performance based remuneration in circumstances where in the opinion of the Board, an employee has acted fraudulently or dishonestly or has wilfully breached his or her duties to the Company.
Recommendation 8.3
The Company's Remuneration Committee Charter includes a statement of the Company's policy on prohibiting participants in the Plan entering into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the Plan.
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ADDITIONAL ASX INFORMATION
The shareholder information set out below was applicable as at 1 August 2025:
-
the twenty largest shareholders held 63.63% of the Ordinary Shares; and
-
there were 5,345 ordinary shareholders.
Distribution of securities
Analysis of number of equity security holders by size of holding:
| Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 1,000,000 1,000,001 - 9,999,999,999 |
Total 1,466 1,852 828 1,109 72 18 5,345 |
Units 732,305 5,299,016 6,704,101 31,671,686 18,408,622 104,537,742 167,353,472 |
% of shares issued 0.44% 3.17% 4.01% 18.93% 11.00% 62.47% |
|---|---|---|---|
| 100.00% |
The number of shareholders holding less than a marketable parcel of ordinary shares is 275.
Equity security holders
Top 20 Shareholders as at 1 August 2025
| Name 1. Mr David Joseph Sala Tenna + Ms Jane Frances Sala Tenna 2. Joley Pty Ltd 3. Paksian Pty Ltd 4. Kingarth Pty Ltd 5. Citicorp Nominees Pty Ltd 6. Ms Beverley June Schier 7. Mr Giuseppe Totaro 8. Polly Pty Ltd 9. Quintal Pty Ltd 10. Ledgking Pty Ltd 11. HSBC Custody Nominees (Australia) Limited 12. Mr Stephen Paul Kendrick 13. Ms Barbara Ann Woodhouse 14. JP Morgan Nominees Australia Pty Ltd 15. Sistaro Pty Ltd 16. RHC Investments Pty Ltd 17. BHP Paribas Nominees Pty Ltd 18. Mr Anthony John Mathison + Ms Kathryn Joy Mathison 19. Mr Garry Ross McGrechan + Mrs Faye Lynette McGrechan 20. Mrs Carmel Laura Ricciardo Substantial shareholders Name 1. Mr David Joseph Sala Tenna + Ms Jane Frances Sala Tenna 2. Joley Pty Ltd 3. Paksian Pty Ltd 4. Kingarth Pty Ltd |
Number of shares held 12,325,000 10,367,800 9,798,578 9,795,000 8,315,024 8,100,000 8,000,000 7,500,000 7,000,000 6,075,000 4,564,948 3,491,000 2,100,000 1,769,600 1,642,200 1,503,171 1,149,817 1,040,604 976,610 975,000 106,489,352 Number of shares held 12,325,000 10,367,800 9,798,578 9,795,000 |
% of shares issued 7.36% 6.20% 5.86% 5.85% 4.97% 4.84% 4.78% 4.48% 4.18% 3.63% 2.73% 2.09% 1.25% 1.06% 0.98% 0.90% 0.69% 0.62% 0.58% 0.58% |
|---|---|---|
| 63.63% | ||
| % of shares issued 7.36% 6.20% 5.86% 5.85% |
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ADDITIONAL ASX INFORMATION
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Options over ordinary shares
There are no voting rights attached to Options over the consolidated entity’s shares.
Performance rights
There are no voting rights attached to Performance Rights over the consolidated entity’s shares.
Share appreciation rights
There are no voting rights attached to Share Appreciation Rights over the consolidated entity’s shares.
Options on issue
There are no options on issue.
Performance rights
The following performance rights are on issue:
| on issue: | |
|---|---|
| Number | Vesting date |
| 80,000 | 27 Aug 2025 |
| 595,000 | 1 Nov 2025 |
| 1,610,000 | 12 Dec 2025 |
| 217,025 | 13 Mar 2026 |
| 2,091,750 | 28 Aug 2026 |
| 40,000 | 3 Oct 2026 |
| 30,000 | 10 Nov 2026 |
| 130,000 | 13 Mar 2027 |
| 60,000 | 22 Jul 2027 |
| 28,000 | 30 Oct 2027 |
| 125,000 | 30 Nov 2027 |
| 35,000 | 29 Feb 2028 |
| 134,000 | 17 Mar 2028 |
| 20,000 | 9 Jun 2028 |
Share appreciation rights
There are no share appreciation rights on issue.
Company secretary
Mr Omesh Motiwalla
Registered office
71 Daly Street ASCOT WA 6104
Principal place of business
71 Daly Street ASCOT WA 6104 Telephone: (61 8) 6272 6000 Facsimile: (61 8) 6272 6001
Share registry
Computershare Investor Services Pty Limited Level 17, 221 St Georges Terrace PERTH WA 6000
On-market buyback
The consolidated entity has no current on-market buy back scheme.
Restricted securities
There are 976,610 shares that are subject to escrow until 13 March 2026. There are no other securities subject to any voluntary escrow or any transfer restrictions.
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Appendix 4E
Preliminary Final Report to the Australian Securities Exchange
GR Engineering Services Limited ABN 12 121 542 738
For the Year Ended 30 June 2025
(corresponding period year ended 30 June 2024)
RESULTS FOR ANNOUNCEMENT TO THE MARKET
| RESULTS FOR ANNOUNCEMENT TO THE MARKET | ||
|---|---|---|
| $’000 | Percentage Increase/ (decrease) From 30/6/24 |
|
| Revenue from ordinary activities | 479,020 | 12.96% |
| Profit from ordinary activities after tax attributable to members | 34,209 | 9.71% |
| Net profit for the year attributable to members | 34,209 | 9.71% |
DIVIDENDS
| DIVIDENDS | ||
|---|---|---|
| 2025 cents per share |
2024 cents per share |
|
| Interim dividend | 10.00 (fully franked) |
9.00 (fully franked) |
| Final dividend | 12.00 (fully franked) |
10.00 (fully franked) |
A fully franked final dividend of 12.00 cents per share was resolved to be paid, with an ex-dividend date of 1 September 2025 and a record date for determining entitlements to the dividend of 2 September 2025. The payment date of the final dividend is 25 September 2025.
GR Engineering has a Dividend Reinvestment Plan (DRP) which enables all shareholders to elect to have all or some of their dividend reinvested in additional GR Engineering shares. The DRP is applicable to the FY25 final dividend. The Directors have determined that a 2.5% discount will apply to the allocation price. The last date for lodgement of election notices to participate in the DRP for the 2025 final dividend is 5pm AEST on 3 September 2025.
NET TANGIBLE ASSET BACKING
| NET TANGIBLE ASSET BACKING | ||
|---|---|---|
| 30 June 2025 | 30 June 2024 | |
| Net tangible asset backing per ordinary security * | 24.68 cents | 22.49 cents |
- Net tangible assets include right of use assets and lease liabilities.
The Annual Financial Report dated 25 August 2025 forms part of and should be read in conjunction with this Preliminary Final Report (Appendix 4E). This report is based on accounts which have been audited. The audit report is included in the Annual Financial Report.