Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ORCODA LIMITED Interim / Quarterly Report 2021

Feb 25, 2021

65482_rns_2021-02-25_bd759975-e2f6-4d9d-8956-3731c33f42e5.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

==> picture [283 x 90] intentionally omitted <==

Appendix 4D

Rule 4.2A

1. Half yearly report

Name of entity

Orcoda Limited

ABN: 86 009 065 650
Report for the half-year ended 31 December 2020
Previous corresponding period
is the financial year ended 30 June 2020
and half year ended 31 December 2019

2. Results for announcement to the market

Revenues_(item 2.1) *
_up

314%to
Profit after tax attributable to members (item 2.2)
up
104%to
Net Profit for the period attributable to members
up
103%to
(item 2.3)
A$’000s
2,311
52
42

Dividends (item 2.4)

No dividends will be paid

Record date for determining entitlements to the dividend (item 2.5)

N/A

Brief explanation of any of the figures reported above necessary to enable the figures to be understood (item 2.6)

The revenue figure of $2,311k includes R&D grant income of $195k.

The profit from continuing operations for the half year period for the consolidated entity was $52k less a loss $10k from discontinued operations.

Brisbane Unit 1 39 Navigator Place Hendra Queensland 4011 Ph 1300672632

Melbourne Unit 312 434 St Kilda Rd MELBOURNE VIC 3004 Ph: 1300672632

==> picture [170 x 54] intentionally omitted <==

Positive cash flow of $63,820 from operating activities for the half-year period.

3. Net tangible assets per security (item 3)

Net tangible asset backing per ordinary
security
Current period Previous corresponding
period
4.01 ¢ 1.84 ¢

4. Details of entities over which control has been gained or lost during the period: (item 4)

Control gained over entities Name of entities (item 4.1)

entities Betta Group of Companies Pty Ltd Name of entities (item 4.1) Date(s) of gain of control (item 1 December 2020 4.2)

Loss of control of entities

Name of entities (item 4.1)

Date(s) of loss of control (item 4.2)

N/A. N/A.

Contribution to consolidated profit N/A. (loss) from ordinary activities after tax by the controlled entities to the date(s) in the current period when control was lost (item 4.3) Profit (loss) from ordinary activities N/A. after tax of the controlled entities for the whole of the previous corresponding period (item 4.3)

Melbourne Brisbane Unit 312 Unit 1 434 St Kilda Rd 39 Navigator Place MELBOURNE Hendra VIC 3004 Queensland 4011 Ph: 1300672632 Ph 1300672632

==> picture [170 x 54] intentionally omitted <==

5. Dividends (item 5)

Date of payment Total amount of dividend
Final dividend N/A
Interim dividend N/A

Amount per security

==> picture [426 x 124] intentionally omitted <==

----- Start of picture text -----

Amount per Amount per
Franked
security security of
amount per
foreign
security at
sourced
% tax
dividend
Interim dividend: Current period N/A - -
Previous period
N/A
----- End of picture text -----

Interim dividend on all securities

==> picture [422 x 101] intentionally omitted <==

----- Start of picture text -----

Current period Previous corresponding
$A'000 Period - $A'000
Ordinary securities (each class separately) - -
Preference securities (each class separately) - -
Other equity instruments (each class separately) - -
----- End of picture text -----

==> picture [26 x 8] intentionally omitted <==

----- Start of picture text -----

Total
----- End of picture text -----

6. Details of dividend or distribution reinvestment plans in operation are described below (item 6) :

N/A

The last date(s) for receipt of election notices for participation in the dividend or distribution reinvestment plan N/A

7. Details of associates and joint venture entities (item 7)

Name of associate or joint venture entity % Securities held

N/A

Melbourne Brisbane Unit 312 Unit 1 434 St Kilda Rd 39 Navigator Place MELBOURNE Hendra VIC 3004 Queensland 4011 Ph: 1300672632 Ph 1300672632

==> picture [170 x 54] intentionally omitted <==

Aggregate share of profits (losses) of associates and joint venture entities (where material)

Group’s share of associates’ and joint venture
entities’:
Profit (loss) before tax
Income tax
Net profit (loss) after tax
Adjustments
Share of net profit (loss) of associates and joint
venture entities
6mths to 31 Dec 2020
$
6mths to 31 Dec 2019
$
- -
- -
- -

8. The information provided in the Appendix 4D is based on the interim financial report (attached), which has been prepared in accordance with Australian accounting standards (item 8) .

9. The interim financial report is subject to Qualified Conclusions. (item 9)

Periodic Disclosure Requirements Compliance Statement

  • 1 An interim report for the half-year ended 31 December 2020 is provided with the Appendix 4D information.

  • 2 The interim report has been prepared in accordance with AASB 134 Interim Financial Reporting.

  • 3 Except where noted in the report, the interim report and information provided in Appendix 4D uses the same accounting policies as those applied at 30 June 2017, except mandatory changes under the Australian equivalents to International Financial Reporting Standards (A-IFRS).

  • 4 The Appendix 4D information gives a true and fair view of the matters disclosed in the interim financial report.

  • 5 The Appendix 4D information is based on the interim financial report, which has been subject to review.

The review report by the auditor is provided with the interim financial report.

Sign here:

==> picture [83 x 26] intentionally omitted <==

Date: 26 February 2021

Print name: Geoffrey Jamieson

Brisbane Unit 1 39 Navigator Place Hendra Queensland 4011 Ph 1300672632

Melbourne Unit 312 434 St Kilda Rd MELBOURNE VIC 3004 Ph: 1300672632

ORCODA LIMITED INTERIM FINANCIAL REPORT DECEMBER 2020

Healthcare Logistics

==> picture [220 x 229] intentionally omitted <==

Transport Logistics

ORCODA LIMITED ORCODA LIMITED

Resource Logistics

==> picture [217 x 229] intentionally omitted <==

ORCODA LIMITED and Controlled Entities A.B.N. 86 009 065 650

INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2020

C O N T E N T S

Directors’ Report

Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Review Report

1

ORCODA LIMITED and Controlled Entities

DIRECTORS’ REPORT

Your Directors present their report together with the interim report of the consolidated entity for the half year ended 31 December 2020.

The names of Directors in office at the date of this report are:

Nicholas Johansen Non-Executive Chairman Geoffrey Jamieson Managing Director Geoffrey Williams Executive Director (appointed 1[st] Feb 2021) Stephen Pronk Non-Executive Director Brendan Mason Non-Executive Director

The above-named Directors held office during and since the end of the half-year, unless otherwise stated.

Review of Operations

HALF YEAR SUMMARY

Highlights

  • Revenue (inclusive of R&D grants and interest) increased to $2,318,841 for the half year period to 31[st] December 2020 from $739,221 in corresponding half-year period to December 2019.

Consolidated

Transport Logistics
Healthcare Logistics
Resource Logistics
Total revenue and other income
31 Dec 2020
Restated
31 Dec 2019
$
$
852,905
455,663
481,188
270,006
984,748
13,552
2,318,841
739,221
  • Consolidated operating profit of $51,639 from continuing operations as against (restated) operating loss of $1,112,164 from corresponding half-year period.

  • The EBITDA of the divisions is positive

Transport Logistics
Healthcare Logistics
Resource Logistics
EDITDA
Consolidated
31 Dec 2020
Restated
31 Dec 2019
$
$
186,693
(63,191)
85,341
(270,731)
37,555
(155,831)
309,589
(489,753)
  • Positive cash flow of $63,820 from operating activities for the half-year period to 31 December 2020.

  • Strategy is to grow via strategic acquisitions in each division with Resource Logistics division incorporating the Betta acquisition which was completed in December 2020.

  • Had Betta results for their half year been incorporated into the consolidated position of the company, the Pro-forma consolidated revenue (Orcoda and Betta) would have been $6,561,299 and EBITDA $1,482,486 for the half year.

  • 1 -

ORCODA LIMITED and Controlled Entities

Operational

Orcoda Limited (ASX:ODA) is a leading Australian Transport logistics and Transport services provider with expertise in business efficiency and optimization of road, rail & air transportation and building infrastructure. We are operational efficiency specialists within our three main divisions of Healthcare Logistics (aged and disability transport and health transport services), Transport Logistics (metro services, line haul and field services) and Resource Logistics (oil & gas, mining and infrastructure).

Our clients come from a diverse array of industry sectors and include some of Australia’s largest companies operating in Oil & Gas, Mining, Infrastructure, Transport and Healthcare sectors.

  • Our competitive advantage is that our technology platforms for managing people and assets make us best in class at contracting and managing projects.

  • Our technology has been developed around safety, governance and compliance with the focus on Services Orientated Architecture (SOA), Artificial Intelligence (AI), Machine Learning (ML), Virtual Reality (VR), Augmented Reality (AR) and Internet of Things (IOT) all interconnected through smart light poles on road, rail & air infrastructure used to build transportation highways that are smart and interconnected with assets and people who utilize those transportation highways.

  • Orcoda has developed a strategy to grow each division by way of acquisition to ensure we are well positioned to capitalise on the major infrastructure spend by Governments in road, rail and air infrastructure. Orcoda has recently completed the first acquisition for the Resource Logistics division by acquiring the Betta Group of Companies effective 1st December 2020 for the sum of $5,000,000 made up of $1,000,000 cash, $2,500,000 in shares and $1,500,000 in an earn out over 18 months.

Betta Group is a dedicated transport services business specialising in power servicing and maintenance on rail, road and air infrastructure which fits very well into our Resource Logistics Division.

  • Contract Management of power based projects in Transport related Rail, Road and Air for Oil & Gas, Mining & Major Infrastructure;

  • Asset Management and maintenance of power infrastructure; and Maintenance of Rail, Road and Air power Infrastructure.

  • Installation of smart poles on major rail, road and air infrastructure projects.

Our clients come from a diverse array of industry sectors and include some of Australia’s largest companies operating in Oil & Gas, Mining, Infrastructure, Transport and Healthcare sectors.

Healthcare Logistics

Transport SaaS platform

Community Transport Services

Health Transport Services

Transport Logistics

SaaS Transport platform

Line Haul

Metro Deliveries

Field Services

  • 2 -

ORCODA LIMITED and Controlled Entities

Scheduling, Planning & Management

Mobility & Visibility

Business Intelligence & Workflow

Resource Logistics

Management

Contracting

SaaS Platform & Integration

Financial

The company’s cash holdings at 31 December 2020 were $608,909 plus a term deposit of $100,000 after paying out $1,000,000 in cash for Betta acquisition with company’s cash at bank on 12th February 2021 $1,126,515 and cash receipts from customers was $1,170,581 for the month of January 2021.

R&D grants totalling $421,582 were received in cash from ATO during the half year period for prior FY20 R&D programs.

Although Betta acquisition could only be brought to account for the month of December 2020, the highlevel Proforma P&L would have been as follows, consolidating Betta full half year result into Orcoda accounts:

Consolidated Revenue to Dec 31[st] , 2020: $6,561,299 (Betta group unaudited prior to 1 Dec 2020)

Consolidated EBITDA to Dec 31[st] , 2020: $1,482,486 (Betta Group unaudited prior to 1 Dec 2020)

Outlook

The company is pleased to advise that the Resource Logistics division (includes Betta Group) is operating profitably with the division achieving $642,863 revenue and (unaudited) $257,503 profit for the month of January 2021 with an excellent pipeline of work for the future. The division’s smart light pole technology built around Artificial Intelligence (AI), Machine Learning (ML), Augmented Reality (AR), Virtual Reality (VR), and Internet of Things (IOT) for road, rail, and air projects, linked to our people and asset transport technology, with installation by Betta Power, is an exciting initiative for future revenue. The division’s new Supply Nation indigenous program should provide a further pipeline of work on major transport infrastructure projects. Also, the division is gearing up for the start of season at Mt Buller.

The Healthcare Logistics division continues to expand its revenues with income coming in from our SaaS platform, income being generated from our Community Transport vehicles, and R&D grants from its continuing R&D program. The division looks forward to starting up its program of License sales again in the future as the need for more vehicles occurs as more people start to travel again.

The Transport Logistics division has lowered overheads and increased revenues with Savills supply chain solutions business providing a sales footprint Australia wide for marketing our software platform and SGS entering into further contracts with clients utilising our transport logistics platform.

All in all, we are now back in a growth phase again with sales forecasts for the coming financial year for the three Australian divisions, Healthcare Logistics, Transport Logistics and Resource Logistics, all looking promising and the Company on a consolidated basis currently trading profitably.

  • 3 -

ORCODA LIMITED and Controlled Entities

Auditor’s Independence Declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is included in this interim financial report.

This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the Directors

==> picture [128 x 39] intentionally omitted <==

______ GEOFFREY JAMIESON Managing Director Brisbane, Queensland

Dated: 26[th] February 2021

  • 4 -

Auditor’s Independence Declaration

ORCODA LIMITED and Controlled Entities

==> picture [78 x 31] intentionally omitted <==

Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 www.bdo.com.au

Level 10, 12 Creek St Brisbane QLD 4000 GPO Box 457 Brisbane QLD 4001 Australia

DECLARATION OF INDEPENDENCE BY C HENRY TO THE DIRECTORS OF ORCODA LIMITED

As lead auditor for the review of Orcoda Limited for the half-year ended 31 December 2020, I declare that, to the best of my knowledge and belief, there have been:

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

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

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

==> picture [73 x 46] intentionally omitted <==

C Henry

Director

BDO Audit Pty Ltd

Brisbane, 25 February 2021

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

  • 5 -

ORCODA LIMITED and Controlled Entities

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the Half-Year Ended 31 December 2020

Note
Continuing Operations
Revenue
7
Research and development tax incentive accrual FY21
Other income
Interest revenue
Expenses
Employee benefits expense
Material and installation costs
Health transport costs
Depreciation expense
Consultancy cost
Share registration regulatory and compliance costs
Rental and occupancy costs
Travelling and accommodation costs
Legal and associated costs
Amortisation of intangible assets
Finance cost
Other expenses
Foreign exchange gain
Profit/(Loss) before income tax from continuing operations
Income tax benefit / (expense)
Profit/(Loss) after income tax from continuing operations
Discontinued Operations
Loss after income tax from discontinued operations
8
Profit/(Loss) for the half-year
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Total comprehensive profit/(loss) for the half-year
Total comprehensive profit/(loss) for the half-year attributable to:
Continuing operations
Discontinued operations
Owners of Orcoda Limited
Earnings/(loss) per share
From continuing operations
10
Basic (cents per share)
Diluted (cents per share)
From discontinued operations
10
Basic (cents per share)
Diluted (cents per share)
31 Dec 2020
Restated
31 Dec 2019
$
$
1,974,665
569,686
195,000
169,209
141,509
-
7,661
327
(237,450)
(430,544)
(755,681)
(196,049)
(174,304)
(132,895)
(107,379)
(31,829)
(536,806)
(751,617)
(100,547)
(120,600)
(109,959)
(95,248)
(88,170)
(40,972)
(26,278)
(12,948)
-
(29,077)
-
(8,134)
(130,6556)
(1,473)
33
-
51,639
(1,112,164)
-
-
51,639
(1,112,164)
(9,369)
(54,704)
42,270
(1,166,868)
12,637
(61,399)
54,907
(1,228,267)
51,639
(1,112,164)
3,268
(116,103)
54,907
(1,228,267)
0.05
(1.06)
0.05
(1.06)
(0.01)
(0.05)
(0.01)
(0.05)

The accompanying notes form part of these financial statements.

  • 6 -

ORCODA LIMITED and Controlled Entities

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2020

Note
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
2
Inventory
2
Work in Progress
2
Other financial assets
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Intangible assets
13
Plant and equipment
2
Right-of-use assets
2
Other non-current assets
2
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
2
Lease liability
Prepaid licencing income liability
Provisions
Financial liability
12 (b)
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Lease liability
Prepaid licencing income liability
Financial liability
5
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
9
Reserves
Accumulated losses
TOTAL EQUITY
31 Dec 2020
30 Jun 2020
$ $ 608,909
1,371,549
2,120,764
211,286
150,000
-
282,000
-
100,000
159,000
284,139
458,019
3,545,812
2,199,854
8,079,170
6,708,030
3,401,491
33,348
712,755
674,991
10,213
-
12,203,629
7,416,369
15,749,441
9,616,223
1,454,504
355,674
221,520
171,369
270,000
270,000
241,068
19,969
200,000
-
2,387,092
817,012
518,338
520,070
759,413
894,413
2,167,396
-
3,445,147
1,414,483
5,832,239
2,231,495
9,917,203
7,384,728
97,833,699
95,356,131
(24,750)
(37,387)
(87,891,746)
(87,934,016)
9,917,203
7,384,728

The accompanying notes form part of these financial statements

  • 7 -

ORCODA LIMITED and Controlled Entities

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the Half-Year Ended 31 December 2020

Ordinary Share
Capital
Reserves Accumulated
losses

Total
Equity
Note $ $ $ $
Balance at 1 July 2019 93,230,631 1,487,606 (82,333,010) 12,385,227
Adjustment due to change in accounting
policy
1 (392,747) (392,747)
Restated Balance at 1 July 2019 93,230,631 1,487,606 (82,725,757) 11,992,480
Comprehensive income
Foreign Currency Translation - (61,399) - (61,399)
Restated (Loss) for the period 1 - - (1,166,868) (1,166,868)
Total comprehensive income (61,399) (1,166,868) (1,228,267)
Transactions with owners in their capacity as owners:
Shares issued during the half year 1,050,000 - - 1,050,000
Cost of shares issued (52,500) - - (52,500)
Restated Balance at 31 December 2019 94,228,131 1,426,207 (83,892,625) 11,761,713
Balance at 1 July 2020 95,356,131 (37,387) (87,934,016) 7,384,728
Comprehensive income
Foreign Currency Translation - 12,637 - 12,637
Profit / (Loss) for the period - - 42,270 42,270
Total comprehensive income 12,637 42,270 54,907
Transactions with owners in their capacity as owners:
Shares issued during the half year 2 2,500,000 - - 2,500,000
Cost of shares issued (22,432) - - (22,433)
Balance at 31 December 2020 97,833,699 (24,750) (87,891,746) 9,971,203

The accompanying notes form part of these financial statements .

  • 8 -

ORCODA LIMITED and Controlled Entities

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Half-Year Ended 31 December 2020

Note
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Research and development tax incentive receipt FY20
Proceeds from government grant
Interest received
Interest paid on lease liability
Other interest and cost of finance paid
Net cash from/(used in) operating activities#
Cash flows from investing activities
Net payments for acquisition of Betta group
2
Payments for property, plant and equipment
Proceeds from other financial assets
Net cash from/(used in) investing activities#
Cash flows from financing activities
Receipts from issue of shares
Payment for capital raising costs
Proceeds from borrowings
Principal repayment of lease liability
Net cash from/(used in) financing activities#
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Effects of foreign exchange rate changes in cash and cash
equivalents
Cash and cash equivalents at end of period
31 Dec 2020
31 Dec 2019
$
$
2,348,641
1,576,951
(2,696,544)
(2,146,782)
421,582
415,206
20,000
7,667
335
(21,167)
(8,134)
(16,359)
63,820
(162,424)
(959,624)
(15,970)
(13,962)
59,000
(916,594)
(13,962)
-
1,050,000
(22,432)
(52,500)
200,000
(87,272)
(21,033)
90,296
976,467
(762,478)
800,081
1,371,549
1,325,148
(162)
38
608,909
2,125,267

# The consolidated statement of cash flows includes cash flows from discontinued operations as detailed in Note 8(c).

The accompanying notes form part of these financial statements.

  • 9 -

ORCODA LIMITED and Controlled Entities

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

Reporting Basis and Conventions

The financial statements cover the consolidated entity of Orcoda Limited and its controlled entities. Orcoda Limited is a listed company and incorporated and domiciled in Australia. The financial statements are presented in Australian dollars, which is Orcoda Limited’s functional and presentation currency. The financial statements were authorised for issue, in accordance with a resolution of directors, on 25 February 2021.

These general-purpose financial statements for the interim half-year reporting period ended 31 December 2020 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general-purpose financial statements do not include all the notes of the type normally included in an annual financial report. Accordingly, these financial statements are to be read in conjunction with the annual financial report for the year ended 30 June 2020 and any public announcements made by the Company during the half-year in accordance with the continuous disclosure requirements arising under Corporations Act 2001.

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

Going concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the financial statements, the consolidated entity recorded a profit from continuing operations of $51,639 and had net cash inflows from operating activities of $63,820 for the period ended 31 December 2020.

There are however, events and conditions, which indicate the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern. The uncertainty is due to the following factors:

  • Prior to the period ended 31 December 2020, the consolidated entity had been incurring losses for 3 years and had been incurring net cash outflows from operating activities.

  • COVID-19 may cause further market disruptions resulting in the consolidated entity not being able to raise further equity for acquisitions because of a substantial shock to the share market.

In response to these events and conditions, the Directors has and continues to undertake various actions to ensure the consolidated entity is able to meet its obligations and continue operating as a going concern. These actions include:

  • Ensuring costs are constantly monitored so they are kept at levels to maintain profitability in each of the Divisions without the requirement to raise further capital.

  • Concentrating on business that is classed as essential service like resource & infrastructure which is the company’s main form of revenue.

The Directors also believe that on the basis the company has been cash flow positive for the last two quarters and profitable for the half year, there are reasonable grounds to believe that the consolidated entity will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial statements.

If the consolidated entity is unable to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset carrying amounts and classification of liabilities that might result should the consolidated entity be unable to continue as a going concern and meet its debts as and when they become due and payable.

10

ORCODA LIMITED and Controlled Entities

1. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Trade and other receivables

Trade receivables are initially recognised at the amount of consideration that is unconditional less any provision for impairment. Trade receivables are generally due for settlement within 30 days; therefore, are all classified as current. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Inventories

Inventories are valued at the lower of cost and net realisable value. The net realisable value of inventories is the estimated selling price in the ordinary course of business less estimated costs to sell. The cost of raw materials is determined generally on a first-in, first-out basis.

Work in Progress

The cost of work in progress includes the cost of raw materials plus an allocation of direct and indirect manufacturing goods.

Change in accounting policy for revenue recognised on sale of Intellectual Property licenses in prior year.

During the financial year 2020, management undertook a detailed review of the income generated from Intellectual Property (IP) license sales to customers to comply with AASB15 Revenue from Contracts with Customers. This review included an assessment of the contractual obligations associated with IP license sales. As a result of this review, the recognition of revenue from IP license sales are recognised in the statement of profit and loss and other comprehensive income over the 5 year term of the contractual obligations.

This assessment has resulted in a restatement of revenue by $392,747 for the year ended 30 June 2019 as reported in the 2020 Annual Report. As a result of the change in accounting policy, on top of the prioryear adjustment, revenue of $903,333 has been reduced from the half-year period ended on 31 December 2019 and will therefore be recognised as revenue straight-lined over the subsequent years. This restatement has been corrected by restating each of the affected financial statements’ line items for the prior period as follows:

Dec 2019 as
previously
presented
Previously
recognised
adjustment at 1
July 2019
Adjustment
for July – Dec
2019 period
Dec 2019
restated
Services Revenue from
continuing operations
1,473,019 (903,333) 569,686
Loss for the half-year (263,535) (903,333) (1,166,868)
Prepaid
licencing
- 392,747 903,333 1,296,080
income liabilities
Accumulated losses 82,596,545 392,747 903,333 83,892,625

11

ORCODA LIMITED and Controlled Entities

2. BUSINESS COMBINATIONS

Effective 1 December 2020, Orcoda Limited acquired 100% of the ordinary shares of Betta Group of Companies Qld Pty Ltd., because it significantly adds value and efficiency to the business and will optimise the outcome of major infrastructure projects and enables us to deliver better value for our customers. Betta’s ISO qualifications will enhance the Resource Logistics division’s ability to win new infrastructure projects.

Betta is a long-standing transport services business specialising in road, rail & air infrastructure power services, and also services Oil & Gas and Mining projects. Betta Power Services is the main business, with the focus of the company predominantly on transport infrastructure related projects in Rail, Road and Air for likes of Aurizon, Ergon Energy, Queensland Rail, PowerLink, Q-Build, Australian Defence Force and the Bowen Basin Mining Industry.

Betta concentrates its efforts on niche infrastructure projects where competition is limited, and with access to unique plant & equipment and unique skills, Betta is able to complete such infrastructure projects with a high level of client satisfaction.

The initial accounting for the acquisition of Betta has only been provisionally determined at the end of the half-year.

The total consideration ($5,000,000) for this purchase was paid in the following manner:

  • (a) $2,500,000 in Orcoda fully paid ordinary shares issued at $0.16 per share at settlement (the Shares will be escrowed for a period of 12 months from issue date)

  • (b) $1,000,000 cash at settlement; and

  • (c) An 18 month earn-out of between $1,200,000 and $1,500,000 paid in $400,000 to $500,000 instalments every 6 months from settlement (Earn-out), subject to:

  • BGC founder working in Orcoda as Managing Director of Betta for a minimum period of 18 months after settlement; and

  • The Consideration Cash earn out period of 18 months divided into three 6-month periods whereby between $800,000 and $1,000,000 EBITDA is required to be made by BGC in each of the 6 month periods. If the EBITDA is below $800,000 then no Consideration Cash is payable, however if EBITDA is $800,000 then 80% of the Consideration cash is paid e.g. $400,000, and then in increments up to 100% if $1,000,000 EBITDA is achieved.

Since the Directors believe there is high probability of achieving the EBITDA threshold above, the total amount of deferred contingent liability, $1,500,000 (Earn out) was taken into account in the acquisition calculation below as the fair value of the contingent consideration.

Acquisition-date fair value of the total consideration transferred $5,000,000
Representing:
Shares issued to vendor $2,500,000
Cash paid at settlement $1,000,000
Deferred contingent consideration (Earn-out) $1,500,000

12

ORCODA LIMITED and Controlled Entities

2. BUSINESS COMBINATIONS (Cont.)

Details of the acquisition (business combination accounting is provisional) are as follows:

Cash and cash equivalents
Trade and other receivables
Inventory
Work in Progress
Other current assets
Plant and equipment
Other non-current assets
Total assets acquired
Trade and other payables
Borrowings
Provisions
Non-current liabilities
Total liabilities acquired
Net assets acquired
Goodwill arising from acquisition
Fair value of total consideration transferred
Fair value
$
40,376
2,098,449
150,000
282,000
78,940
3,361,625
68,429
6,079,869
(1,153,361)
(98,821)
(237,748)
(673,320)
(2,373,208)
3,706,661
1,293,339
5,000,000

The fair value of the trade receivables amounts to $2,042,489. The gross amount of trade receivables is $2,042,489 and it is expected that the full contractual amounts can be collected.

The goodwill is attributable to Betta Group of Companies’ strong market position and profitability and synergies expected to arise after the acquisition. None of the goodwill is expected to be deductible for tax purposes. Betta has been allocated to our Resource Logistics segment.

Betta contributed revenues of $475,352 and net profit of $48,485 to the group for the month December 2020. The initial accounting for the acquisition of Betta has only been provisionally determined at the end of the half-year.

Acquisition-related costs amounting to $18,113 have been recognised as an expense in profit or loss in the half-year.

Effective 1 December 2020, Betta signed a property lease agreement for 3 years. The company recognised the lease liability on that date in line with our accounting policy. The lease liability as well as the Right-of-use assets at initial recognition amounted to $135,690.

13

ORCODA LIMITED and Controlled Entities

3. EVENTS SUBSEQUENT TO REPORTING DATE

Significant events subsequent to reporting date:

  • The licences sold to related parties (see in 12(c)) were purchased back from Tamlin Holdings, Pronk Holdings and Harkiss Mineral Discovery on 12[th] February 2021 as approved by shareholders at the AGM held on the 28[th ] January 2021 along with non-related party licences. The buyback decision was in respond to the significant impact COVID 19 had on the IP licence business model of the Healthcare division which resulted in it being discontinued. As a result, Healthcare division could lower its overhead expenses, the projected savings in cash outflow is estimated approximately to $174,000. Additionally, Orcoda will receive $62,000 cash at settlement of the transaction.

  • The company sold 51% of one of its subsidiaries RC (North QLD) Pty Ltd to Dickerson Technologies Pty Ltd (an indigenous company registered with Supply Nation) for $57,000 so that the entity can become a registered Supply Nation certified business to win project work on Government projects under the Supply Nation process. The company has relinquished control of this entity as it is a requirement of Supply Nation certification that any organisation bidding for Government contracts must be controlled by an Indigenous person or entity. Therefore, any future profits generated by this entity will be equity accounted for in the consolidated entity.

No other matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

4. CONTINGENT LIABILITIES

The consolidated entity has $102,273 (exclusive of GST) contingent liabilities as a part its contract with Mt Buller and Mt Stirling Management Board. This amount is contingent on the Company generating future revenue (30 June 2020: $144,280). The adjustment of the amount of contingent liability follows the provisions of the exceptional circumstance’s agreement between Mt Buller and Mt Stirling Management Board and Orcoda.

5. NON-CURRENT FINANCIAL LIABILITIES

Earn-out (see Note 2)
Balance owing to Geoffrey Williams from periods
prior to the effective acquisition date that Geoffrey
Williams has agreed can be paid at the end of his
earn out or as agreed between the parties if paid
earlier
Total other non-current liabilities
Consolidated
31 Dec 2020
Restated
31 Dec 2019
$
$
1,500,000
-
667,396
-
2,167,396
-

14

ORCODA LIMITED and Controlled Entities

6. SEGMENT INFORMATION

(a) Description of segments

The consolidated entity has identified its operating segments based on internal reports that are provided to the Board of Directors on a regular basis.

The consolidated entity identified three operating segments - Transport Logistics, Resource Logistics and Healthcare Logistics. E-commerce segment refers to the former business operation in China, which has been ceased, hence there were no revenues in the for the current period for that segment.

Pursuant to acquisition of the Betta Group of Companies, the consolidated entity identified Betta as a part of the Resource Logistics division, therefore Betta has been included in the Resource Logistics segment for the month December.

(b) Segment information

The below segment summary shows operating results (including R&D incentive income) and assets and liabilities by segments:

For the half-year ended Consolidated Consolidated
31 December 2020
Transport Resource Healthcare E-commerce Total
logistics logistics logistics
$ $ $ $ $
Segment revenues 852,594 977,397 481,183 - 2,311,174
Segment profit / (loss) 184,778 37,958 15,591 (9,369)
228,958
For the half-year ended Consolidated
31 December 2019
Transport Resource Healthcare E-commerce Total
logistics logistics logistics
$ $ $ $ $
Restated Segment 455,419 13,533 269,943 - 738,895
revenues
Restated Segment profit / (97,456) (155,813) (297,105) (54,704)
(605,077)
(loss)
Consolidated
Reconciliation of reportable segment revenue to consolidated 31 Dec 2020 Restated
31 Dec 2019
revenue
Continuing and discontinued operations $ $
Total segment revenue 2,311,174 738,895
Interest income 7,667 327
Total revenue and other income 2,318,841 739,221
Disclosed as:
Revenue from continuing operations 2,318,835 739,221
Other income from discontinued operations (see Note 8) 6 -
Total revenue and other income 2,318,841 739,218

15

ORCODA LIMITED and Controlled Entities

6. SEGMENT INFORMATION (Cont.)

Continuing and discontinued operations Continuing and discontinued operations Consolidated Consolidated
Reconciliation of reportable segment profit/(loss) to
consolidated profit/(loss)
31 Dec 2020
Restated
31 Dec 2019
$ $
Total profit/(loss) for reportable segments 228,958 (605,077)
Corporate costs (186,688) (561,790)
Profit/(Loss) after income tax 42,270 (1,166,868)
Disclosed as:
Profit/(Loss) from continuing operations 51,639 (1,112,164)
Profit/(Loss) from discontinued operations (see Note 8) (9,369) (54,704)
Profit/(Loss) after income taxes for the period 42,270 (1,166,868)
Consolidated Transport Resource Healthcare E-commerce Total
logistics logistics logistics
$ $ $ $ $
Segment assets
31 December 2020 304,536 5,945,916 629,325 4,432 6,884,209
30 June 2020 343,685 132,717 944,623 4,177 1,425,202
Segment liabilities
31 December 2020 88,700 2,166,436 1,578,985 (15,647)
3,818,474
30 June 2020 145,604 113,128 1,790.904 (4,441)
2,045,195

7. REVENUE

From continuing operations

Revenue from contracts with customers

Services revenue
Vehicles licencing Income
Total revenue from continuing operations
Consolidated
31 Dec 2020
Restated
31 Dec 2019
$
$
1,823,465
517,419
151,200
52,267
1,974,665
569,686

16

ORCODA LIMITED and Controlled Entities

7. REVENUE (Cont.)

Disaggregation of revenue

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

Major service lines Consolidated
31 Dec 2020 Restated
31 Dec 2019
$ $
Transport Logistics 605,720 285,477
Healthcare Logistics 395,548 270.676
Resource Logistics (including Betta for the
month December 2020, see Note 6)
973,397 13,533
Total 1,974,665 569,686
Timing of revenue recognition Consolidated
31 Dec 2020 31 Restated
Dec 2019
$ $
Goods transferred at a point in time
Transport Logistics 53,500 24,750
Healthcare Logistics 63,957 52,335
Resource Logistics (including Betta for the
month December 2020, see Note 6)
171,779 -
Total Goods transferred at a point in time 289,236 77,085
Services transferred over time
Transport Logistics 552,220 260,727
Healthcare Logistics 331,591 218,341
Resource Logistics (including Betta for the 801,618 13,533
month December 2020, see Note 6)
Total Services transferred over time 1,685,429 492,601
Total 1,974,665 569,686

17

ORCODA LIMITED and Controlled Entities

8. DISCONTINUED OPERATIONS

(a) Description

The consolidated entity has classified its e-Commerce business operations in China as held for sale as the business is not in alignment with the consolidated entity’s core business proposition.

(b) Financial performance information

Revenue - operations
Other income
Expenses
Cost of goods sold
Employee benefits expense
Consultancy costs
Depreciation expense
Other expense
Loss for the period
Income tax benefit / (expense)
Loss from discontinued operations
(c) Cash Flow information
Net cash from / (used in) operating activities
Net cash from investing activities
Net cash from financing activities
Consolidated
31 Dec 2020
31 Dec 2019
$
$
-
-
6
-
6
-
-
-
(1,144)
(16,426)
(7,886)
(7,933)
-
(783)
(345)
(29,562)
(9,375)
(54,704)
(9,369)
(54,704)
-
-
(9,369)
(54,704)
31 Dec 2020
31 Dec 2019
$
$
270
(10,923)
-
-
-
-
270
(10,923)
  • (d) Assets of disposal groups classified as held for sale

Assets of the disposal group classified as held for sale comprises Inventories relating to the e- Commerce business, which was impaired to nil as at 30 June 2020 .

  • (e) Liabilities directly associated with assets classified as held for sale

The liabilities in relation to the e-Commerce business are as follows:

Other payables 31 Dec 2020
30 June 2020
$
$
2,244
2,908
2,244
2,908

18

ORCODA LIMITED and Controlled Entities

9. ISSUED CAPITAL

Consolidated Consolidated
31 December 2020 30 June 2020
No. of Shares $ No. of Shares $
Ordinary shares issued and fully paid
131,663,532
97,833,699 116,038,532 95,356,131

Details of shares issued during the current period

Date
Details
1 July 2020
Opening balance
11 December 2020
Issue of shares
Cost of shares issued
Adjusted number
Issue
After consolidation
Price
$
116,038,532
15,625,000
0.16
131,663,532
Total
$
$95,356,131
2,500,000
(22,432)
97,833,699
10. EARNINGS PER SHARE
Restated
31 Dec 2020 31 Dec 2019
Consolidated Cents per Cents per
share share
Earnings per share (basic and diluted) from continuing operations 0.05 (1.06)
Earnings/(loss) per share (basic and diluted) from discontinued (0.01) (0.05)
operations
Earnings per share (basic and diluted) for profit / (loss) attributable to 0.04 (1.11)
owners of Orcoda Limited

11. FAIR VALUE MEASUREMENT

The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.

19

ORCODA LIMITED and Controlled Entities

12. RELATED PARTY TRANSACTIONS

(a) Payables to related parties
Payable to Sino-Oz Ltd (director related entity of Brendan
Mason)
Payable to Tamlin Holdings Pty Ltd (director related entity of
Geoffrey Jamieson) including the amount of short-term loan as
per Note 12 (b)
Payable to Corporate Development Mentors Pty Ltd
(subsidiary director related entity of Warren Preston)
Payable to Harkiss Minerals Discovery (director related entity
of Nicholas Johansen)
Payable to SGA Services Pty Ltd (subsidiary director related
entity of Simon Anthonisz)
Payable to Hardman Services Pty Ltd (subsidiary director
related entity of Sean Hardman)
Payable to GJK Company Pty Ltd (related entity of Greg Khan,
Key Management Personnel)
Payable to Pronk Holdings Pty Ltd (director related entity of
Stephen Pronk) including the amount of short-term loan as per
Note 12 (b)
31 Dec 2020
$
30 June 2020
$
4,250
5,000
119,800
14,896
9,167
6,875
3,208
2,083
9,365
11,928
5,553
5,540
15,767
9,167
100,000
-
267,110
55,489

The company owes $667,396 to Geoffrey Williams (Executive director appointed on 1[st] February 2021), as of 31[st] December 2020, the amount relates to dividends payable from Betta Group to Geoffrey Williams from periods prior to the effective acquisition date of 1[st] December 2020.

(b) Receivables from related parties

Receivables from related parties as at 31 Dec 2020 was a short-term loan from Tamlin Holdings Pty Ltd (director related entity of Geoffrey Jamieson) and Pronk Holdings Pty Ltd (director related entity of Stephen Pronk) provided the company (loan amount: $100,000 each, term 3 months, interest rate: 10% p.a.). These facilities have the same or better terms and conditions as offered by an independent lender and were approved by the Independent Directors. (30 June 2020 nil)

(c) Transactions with related parties: Sales of goods and services

Sales of goods and services during the period (exclusive of GST):

s of goods and services during the period (exclusive of GST):
Sale of licenses to Tamlin Holdings Pty Ltd (director related
entity of Geoffrey Jamieson) & Hilda Jamieson
Sale of licenses to Pronk Holdings Pty Ltd (director related
entity of Stephen Pronk)
Sale of license to Harkiss Mineral Discovery Pty Ltd (director
related entity of Nicholas Johansen)
31 Dec 2020
31 Dec 2019
$
$
-
150,000
-
450,000
-
50,000
-
650,000

20

ORCODA LIMITED and Controlled Entities

12. RELATED PARTY TRANSACTIONS (Cont.)

  • (c) Transactions with related parties: Sales of goods and services (Cont.)

Besides the licenses disclosed above (which entitles the licensee to operate a vehicle rental business), where the licensee has purchased a new vehicle for $58,000, the vehicle is rented to Orcoda Healthcare Logistics Pty Ltd to operate its aged and disability community transport business and therefore the Licensee receives a rental income and revenue share for a gross payment of $1,875 per month (under the license agreement the licensee is required to pay to Orcoda Healthcare Logistics Pty Ltd a software license fee of $200 per month and a management fee of $167 per month) resulting in net payment of $1,508 per month per vehicle growing at approximately 5% per annum.

The above transactions were the same as what was being offered to members of the public and each was approved by the Independent Directors with the Director associated with each resolution not being in the meeting when the resolution was voted on.

(d) Transactions with related parties: Goods and services received

Goods and services received during the period (exclusive of GST):

Consultancy services from Sino-Oz Ltd (director related entity
of Brendan Mason)
Consultancy services from Tamlin Holdings Pty Ltd (director
related entity of Geoffrey Jamieson)
Capital Raising fee to Tamlin Holdings Pty Ltd (director
related entity of Geoffrey Jamieson)
Consultancy services from Corporate Development Mentors
Pty Ltd (subsidiary director related entity of Warren Preston)
Consultancy services from Garrison Group Trading Trust
(past director related entity of Scott Mclntosh)
Consultancy services from Harkiss Minerals Discovery
(director related entity of Nicholas Johansen)
Consultancy services from Pronk Holdings Pty Ltd (director
related entity of Stephen Pronk)
Capital Raising fee to Pronk Holdings Pty Ltd (director related
entity of Stephen Pronk)
Consultancy services from SGA services Pty Ltd (subsidiary
director related entity to Simon Anthonisz)
Consultancy services from Hardman services Pty Ltd
(subsidiary director related entity to Sean Hardman)
Consultancy services from GJK Company Pty Ltd (related
entity to Greg Khan)
Commission fees to GJK Company Pty Ltd (related entity to
Greg Khan)
31 Dec 2020
31 Dec 2019
$
$
11,250
15,000
94,625
151,250
-
28,875
50,000
82,500
-
10,871
18,750
27,500
-
8,250
-
28,875
49,998
82,500
30,000
82,500
50,000
-
25,750
-
330,373
518,121

21

ORCODA LIMITED and Controlled Entities

13. GOODWILL

a) Reconciliation of Goodwill

a) Reconciliation of Goodwill
31 Dec 2020
$
Gross carrying amount
Balance at beginning of the period 11,031,345
Additional amounts recognised from business
combination during the periods
1,293,339
Balance at end of the period 12,324,684
Accumulated impairment losses
Balance at beginning of the period (4,323,315)
Impairment losses for the period -
Balance at end of the period (4,323,315)
Net book value
at the beginning of period 6,708,030
at the end of the period 8,001,369
b) Decomposition of Goodwill
Healthcare Resource Total
$ $ $
Gross carrying amount
Balance at the beginning of the year 3,971,284 7,060,061 11,031,345
Additions 1,293,339 1,293,339
Gross carrying amount balance at the
end of the period
3,971,284 8,353,400 12,324.684
Impairment at the beginning of the
year
(1,572,592) (2,750,723) (4,323,315)
Impairment losses for the period - - -
Impairment balance at the end of the
period
(1,572,592) (2,750,723) (4,323,315)
Net book value at the end of the
period
2,398,692 5,602,677 8,001,369
c) Intangible assets
31 Dec 2020 30 June 2020
$ $
Goodwill 8,001,369 6,708,030
Intellectual Property 19,800 -
Franchise at valuation 58,001 -
Balance at end of the period 8,079,170 6,708,030

22

ORCODA LIMITED and Controlled Entities

DIRECTORS’ DECLARATION

The directors of the company declare that, in the opinion of the directors:

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

  • b) the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2020 and of its performance for the financial half-year ended on that date; and

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

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

On behalf of the Directors

==> picture [104 x 32] intentionally omitted <==

______ GEOFFREY JAMIESON Managing Director Brisbane, Queensland

Dated: 26[th] February 2021

23

Tel: +61 7 3237 5999 Level 10, 12 Creek St Fax: +61 7 3221 9227 Brisbane QLD 4000 www.bdo.com.au GPO Box 457 Brisbane QLD 4001 Australia

==> picture [78 x 31] intentionally omitted <==

INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Orcoda Limited

Report on the Half-Year Financial Report

Qualified conclusion

We have reviewed the half-year financial report of Orcoda Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half-year ended on that date, a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

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

  • (i) Giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its financial performance for the half-year ended on that date; and

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

Basis for qualified conclusion

The Group’s intangible assets are carried in the consolidated statement of financial position at $8,079,170. Of this, $2,398,692 relates to the carrying amount of goodwill of the Group’s Healthcare cash generating unit (CGU), as explained in Note 13. We were unable to obtain sufficient appropriate review evidence to support the assumptions within the forecasts used to support the carrying amount of goodwill attributed to the Group’s Healthcare cash-generating unit (CGU). Consequently, we were unable to determine whether any adjustments to the carrying amount of intangible assets were necessary as at 31 December 2020.

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

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

  • 24 -

==> picture [78 x 31] intentionally omitted <==

Material uncertainty relating to going concern

We draw attention to Note 1 in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our conclusion is not qualified in respect of this matter.

Responsibility of the directors for the financial report

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

Auditor’s responsibility for the review of the financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2020 and its financial performance for the half-year ended on that date and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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

BDO Audit Pty Ltd

==> picture [73 x 56] intentionally omitted <==

Cameron Henry Director

Brisbane, 25 February 2021

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

  • 25 -

ORCODA LIMITED and Controlled Entities

Brisbane

39 Navigator Place Hendra, Qld, 4011 Australia

Melbourne

Unit 312, 434 St Kilda Road

Melbourne, Vic, 3004 Australia

1300 672 632

[email protected]

www.orcoda.com

==> picture [219 x 52] intentionally omitted <==

25