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QUESTE COMMUNICATIONS LIMITED Interim / Quarterly Report 2015

Mar 1, 2015

65653_rns_2015-03-01_c3804452-feb0-4940-b73a-18fe8562bcec.pdf

Interim / Quarterly Report

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HALF YEAR REPORT

31 December 2014

THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE 30 JUNE 2014 ANNUAL REPORT OF THE COMPANY

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ASX Code: QUE

Queste Communications Ltd A.B.N. 58 081 688 164

PRINCIPAL & REGISTERED OFFICE:

SHARE REGISTRY:

Advanced Share Registry Limited Level 2, 23 Ventnor Avenue 110 Stirling Highway West Perth, Western Australia 6005 Nedlands, Western Australia 6009 PO Box 1156, Nedlands, Western Australia 6909

T | (08) 9389 8033 F | (08) 9262 3723

E | [email protected] W | www.queste.com.au

E | [email protected] W | www.advancedshare.com.au

Level 6, 225 Clarence Street Sydney, New South Wales 2000 PO Box Q1736, Queen Victoria Building New South Wales 1230

T | (02) 8096 3502

T | (08) 9214 9777 F | (08) 9214 9701

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

CONTENTS

CORPORATE DIRECTORY

ASX Appendix 4D Half Year Report 2 BOARD Farooq Khan (Chairman and Managing Director) Directors’ Report 4 Victor Ho (Executive Director) Yaqoob Khan (Non-Executive Director) Auditor’s Independence Declaration 12 Consolidated Statement of 13 COMPANY SECRETARY Profit or Loss and other Victor Ho Comprehensive Income Consolidated Statement of 14 PRINCIPAL & REGISTERED OFFICE Financial Position Level 2, 23 Ventnor Avenue West Perth, Western Australia 6005 Consolidated Statement of 15 Changes in Equity Telephone: (08) 9214 9777 Facsimile: (08) 9214 9701 Consolidated Statement of Cash Flows 16 Email: [email protected] Website: www.queste.com.au Notes to the Consolidated 17 Financial Statements STOCK EXCHANGE Directors’ Declaration 27 Australian Securities Exchange Perth, Western Australia Auditor’s Independent Review Report 28 ASX CODE Securities Information 30 QUE

SHARE REGISTRY

www.queste.com.au

Advanced Share Registry Services 110 Stirling Highway Nedlands, Western Australia 6009 Telephone: (08) 9389 8033 Facsimile: (08) 9262 3723

Visit our website for:

  • Latest News

  • Market Announcements

  • Financial Reports

Level 6, 225 Clarence Street Sydney, New South Wales 2000 Telephone: (02) 8096 3502 Email: [email protected] Website: www.advancedshare.com.au

Register your email with us to receive latest Company announcements and releases

EMAIL US AT: [email protected]

AUDITORS

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco, Western Australia 6008 Telephone: (08) 6382 4600 Facsimile: (08) 6382 4601 Website: www.bdo.com.au

HALF YEAR REPORT | 1

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

APPENDIX 4D HALF YEAR REPORT

This Half Year Report is provided to the Australian Securities Exchange ( ASX ) under ASX Listing Rule 4.2A.3.

Current Reporting Period: 1 July 2014 to 31 December 2014 Previous Corresponding Period: 1 July 2013 to 31 December 2013 Balance Date: 31 December 2014 Company: Queste Communications Ltd ( Company or QUE ) Consolidated Entity: Queste and controlled entities, being Orion Equities Limited (ACN 000 742 843) ( Orion or OEQ ) and controlled entities of Orion.

RESULTS FOR ANNOUNCEMENT TO THE MARKET

Consolidated Entity Dec 2014
Dec 2013
Change
Up/Down
$
$
%
Total revenues
Total expenses
Loss before tax
Income tax expense
Loss for the half year
Net loss attributable to non-controlling interest
Loss after tax attributable to owners of the Company
Basic and diluted loss per share (cents)
266,817
528,001
50%
Down
(684,659)
(816,037)
16%
Down
(417,842)
(288,036)
45%
Up
-
-
N/A
N/A
(417,842)
(288,036)
45%
Up
(88,460)
(24,271)
265%
Up
(329,382)
(263,765)
25%
Up
(1.12)
(0.88)
27%
Up
Consolidated Entity Dec 2014
Jun 2014
%
Change
Up/Down
DilutedNTAbacking pershare (cents) 18.0
18.9
5%
Down

BRIEF EXPLANATION OF RESULTS

The Consolidated Entity’s results incorporate the results of controlled entity, ASX-listed investment company, Orion Equities Limited OEQ ) and controlled entities of OEQ ( Orion) .

At the Consolidated Entity level:

Revenues were down 50% from the previous year.

Expenses were down 16% from the previous year.

Please refer to the attached Directors’ Report and Financial Report for further information on a review of the Consolidated Entity’s operations and the financial position and performance of the Consolidated Entity and Company for the half year ended 31 December 2014.

DIVIDENDS

The Directors have not declared a dividend in respect of the financial half year ended 31 December 2014.

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31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

APPENDIX 4D HALF YEAR REPORT

CONTROLLED ENTITIES and ASSOCIATE ENTITIES

The Consolidated Entity did not gain or cease control of any entities during the financial half year.

Orion has accounted for the following share investment at the Balance Date as investments in an Associate entity (on an equity accounting basis):

  • (1) 27.56% interest in ASX-listed Bentley Capital Limited (ACN 008 108 218) ( BEL ) (30 June 2014: 27.76%).

The Company also has a 2.34% direct interest in BEL (30 June 2014: 2.36%).

Accordingly, the Consolidated Entity has equity accounted for a 29.90% total interest in BEL (30 June 2014: 30.12%).

For and on behalf of the Directors,

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Victor Ho Executive Director and Company Secretary Telephone: (08) 9214 9777

Date: 27 February 2015

Email: [email protected]

HALF YEAR REPORT | 3

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

DIRECTORS’ REPORT

The Directors present their report on Queste Communications Ltd ( Company or QUE ) and its controlled entities (the Consolidated Entity or Queste ) for the financial half year ended 31 December 2014 Balance Date ).

Queste is a public company limited by shares that is incorporated and domiciled in Western Australia and has been listed on the Australian Securities Exchange ( ASX ) since November 1998.

The Consolidated Entity’s results incorporates the results of controlled entity, ASX listed investment company, Orion Equities Limited ( Orion or OEQ ). The Company holds 9,367,653 shares (58.93%) in Orion (30 June 2014: 9,367,653 shares (58.90%)).

OPERATING RESULTS

Dec 2014
Dec 2013
Consolidated Entity $
$
Total revenues
Total expenses
Loss before tax
Income tax expense
Loss for the half year
Loss attributable to non-controlling interest
Loss after tax attributable to members of the Company
Basic and diluted loss per share (cents)
LOSS PER SHARE
266,817
528,001
(684,659)
(816,037)
(417,842)
(288,036)
-
-
(417,842)
(288,036)
(88,460)
(24,271)
(329,382)
(263,765)
(1.12)
(0.88)
Consolidated Entity Dec 2014
Dec 2013
Basic and diluted loss per share (cents)
Weighted average number of fully paid ordinary shares in the
Company outstanding during the half year used in the
calculation of basic loss per share
(1.12)
(0.88)
29,502,441
29,927,379

The Company’s 9,000,000 partly paid ordinary shares, to the extent that they have been paid (1.5225 cent per share), have been included in the determination of the basic loss per share.

DIVIDENDS

The Directors have not declared a dividend in respect of the financial half year ended 31 December 2014.

HALF YEAR REPORT | 4

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

DIRECTORS’ REPORT

FINANCIAL POSITION

Consolidated Entity 31 Dec 2014
$
30 Jun 2014
$
Cash
Current investments - equities
Investments in Associate entity
Inventory
Receivables
Intangibles
Deferred tax assets
Other assets
Total Assets
Tax liabilities (current and deferred)
Other payables and liabilities
Net Assets
Issued capital
Reserves
Non-controlling interest
Accumulated losses
Total Equity
536,551
1,169,619
1,452,829
1,172,419
4,141,914
4,119,072
1,490,000
1,490,000
58,517
175,225
575,437
575,437
100,012
98,657
1,141,075
1,163,269
9,496,335
9,963,698
(100,012)
(98,657)
(234,972)
(283,117)
9,161,351
9,581,924
6,268,445
6,268,445
3,107,758
3,106,232
3,427,937
3,520,654
(3,642,789)
(3,313,407)
9,161,351
9,581,924

CAPITAL MANAGEMENT

Securities on Issue

At the Balance Date and the date of this report, the Company has the following securities on issue:

  • (a) 28,817,316 listed fully paid ordinary shares (30 June 2014: 28,817,316 fully paid ordinary shares); and

  • (b) 9,000,000 unlisted partly paid ordinary shares[1] ; each paid to 1.5225 cents with 18.4775 cents per partly paid ordinary share outstanding (representing the equivalent of 685,125 voting shares[2] ) (30 June 2014: 9,000,000 unlisted partly paid ordinary shares).

making a total of 29,502,441 voting shares on issue (30 June 2014: 29,502,441 voting shares)

There were no securities issued or granted by the Company during or since the financial half year.

1 The terms of issue of the partly paid shares are disclosed in the Prospectus for the initial public offering of shares in the Company dated

6 August 1998 and also more recently, in the Company’s Share Buy-Back Offer Booklet dated 11 December 2013 and released on ASX on 17 December 2013.

2 Each partly paid share is treated for voting purposes as being a proportion of a fully paid share, equal to the proportion to which it has been paid up - 1.5225 cents per share, representing 7.61% of the $0.20 issue price

HALF YEAR REPORT | 5

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

DIRECTORS’ REPORT

REVIEW OF OPERATIONS

1. Orion Equities Limited (OEQ)

1.1. Current Status of Investment in Orion

Orion Equities Limited is an ASX listed investment entity (ASX Code: OEQ).

The Company holds 9,367,653 shares in Orion, being 58.93% of its issued ordinary share capital (30 June 2014: 9,367,653 shares (58.90%)). Orion has been recognised as a controlled entity and included as part of the Queste Consolidated Entity’s results since 1 July 2002.

Queste shareholders are advised to refer to the 31 December 2014 Half Year Report, 30 June 2014 Annual Report and monthly NTA disclosures lodged by Orion for further information about the status and affairs of such company.

Information concerning Orion may be viewed from its website: www.orionequities.com.au

Orion’s market announcements may also be viewed from the ASX website (www.asx.com.au) under ASX code “OEQ”.

Sections 1.2 to 1.4 below contain information extracted from Orion’s public statements.

1.2. Orion’s Portfolio Details as at 31 December 2014

Asset Weighting

% of Net Assets
Dec 2014
Jun 2014
Dec 2013
Australian equities
Agribusiness3
Property held for development and resale
Net tax liabilities (current year and deferred tax assets/liabilities)
Net cash/other assets and provisions
Total
59%
56%
52%
20%
20%
13%
18%
17%
16%
-
-
-
3%
7%
19%
100%
100%
100%

Major Holdings in Securities Portfolio

Fair Value
% of
ASX
Industry Sector
Equities $’million
Net Assets
Code

Exposures
Bentley Capital Limited
Strike Resources Limited
CBG Australian Equities Fund (Wholesale) (CBG Fund)
Other ASX listed securities
Total
2.98
35.64%
BEL
Diversified Financials
0.63
7.60%
SRK
Materials

0.26
3.12%
N/A
Diversified
0.15
1.78%
Various
Various
4.02
48.14%

1.3. Orion’s On-Market Share Buy-Backs

During the financial half year, Orion bought back 10,000 shares on-market at a total cost of $2,730 and at an average buy-back cost (including brokerage) of $0.273 per share, pursuant to on-market share buybacks announced on 24 February 2014[4] . This buy-back expired on 30 October 2014[5] .

3 Agribusiness net assets include olive grove land, olive trees, water licence, buildings, plant and equipment and inventory (bulk and packaged oils)

4 Refer Orion’s ASX Appendix 3C - Announcement of Additional Buy-Back dated 24 February 2014

5 Refer to Final share buy-back notice dated 4 November 2014

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QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

DIRECTORS’ REPORT

1.4. Orion’s Assets

(a) Bentley Capital Limited (ASX Code: BEL)

Bentley Capital Limited ( Bentley ) is a listed investment company with a current exposure to Australian equities.

Orion holds 27.56% (20,513,783 shares) of Bentley’s issued ordinary share capital with Queste holding 2.34% (1,740,625 shares) of Bentley’s issued ordinary share capital (30 June 2014: Orion held 20,513,783 shares (27.76%) and Queste held 1,740,625 shares (2.36%)).

Bentley’s asset weighting as at 31 December 2014 was 92.2% Australian equities (30 June 2014: 94.5%), 2.7% intangible assets (30 June 2014: 2.7%) and 5.1% net cash/other assets (30 June 2014: 2.8%).

Bentley had net assets of $17.84 million as at 31 December 2014 (30 June 2014: $17.68 million) and generated an after tax net profit of $0.79 million for the financial half year (31 December 2013: $0.99 million net profit).

Bentley paid a 0.95 cent fully franked dividend distributed in September 2014 at a total cost of $0.70 million (December 2013: Bentley distributed $0.73 million via a capital return of one cent per share).

Orion and Queste received a total of $194,881 and $16,535 respectively from this dividend during the financial half year (6 months to 30 June 2014: $205,138 and $17,406 dividends respectively).

Subsequent to 31 December 2014, Bentley announced its intention to pay a fully-franked dividend of 0.55 cent per share in March 2015. Orion’s and Queste’s entitlement to such dividend would be $112,826 and $9,573 respectively.

Bentley has a long distribution track record, as illustrated below:

Rate per share Nature Queste’s Entitlement Orion’s Entitlement Payment Date
0.55 cent Dividend $9,573 $112,826 20 March 2015
0.95 cent Dividend $16,535 $194,881 26 September 2014
One cent Dividend $17,406 $205,138 21 March 2014
One cent Return of capital $17,406 $205,138 12 December 2013
One cent Return of capital $17,406 $205,138 18 April 2013
One cent Return of capital $17,406 $205,138 30 November 2012
One cent Return of capital $17,406 $205,138 19 April 2012
5.0 cents Return of capital $87,031 $1,025,689 14 October 2011
2.4 cents Dividend (Special) $492,331 $264,319 26 September 2011
One cent Dividend $17,406 $205,138 26 September 2011
One cent Dividend $17,406 $205,138 17 March 2011
One cent Dividend $17,406 $205,138 30 September 2010
One cent Dividend $17,406 $205,138 15 March 2010
One cent Dividend $17,406 $205,138 30 October 2009

Shareholders are advised to refer to the 31 December 2014 Half Year Report, 30 June 2014 Annual Report and monthly NTA disclosures lodged by Bentley for further information about the status and affairs of the company.

Information concerning Bentley may be viewed from its website: www.bel.com.au

Bentley’s market announcements may also be viewed from the ASX website (www.asx.com.au) under ASX code “BEL”.

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QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

DIRECTORS’ REPORT

(b) Strike Resources Limited (ASX Code: SRK)

Strike Resources Limited ( Strike ) is a resources company with iron ore exploration and development projects in Peru.

Orion holds 16,690,802 shares, being 11.48% of Strike’s issued ordinary share capital (30 June 2014: 16,690,802 shares and 11.48%).

Information concerning Strike may be viewed from its website: www.strikeresources.com.au

Strike’s market announcements may also be viewed from the ASX website (www.asx.com.au) under ASX code “SRK”.

(c) Other Assets

  • Orion also owns:

  • a 143 hectare commercial olive grove operation (with approximately 64,500, 15 year old olive tree plantings) located in Gingin, Western Australian; and

  • a property held for redevelopment or sale but currently rented out located in Mandurah, Western Australia.

2. Queste’s Other Assets

In addition to the investment in controlled entity, Orion, Queste has:

  • (a) a direct share investment in Associate entity, Bentley, being 1,740,625 shares (or 2.34% of Bentley’s issued ordinary share capital) (June 2014: 1,740,625 shares and 2.36%);

  • (b) other investments of $409,012 (30 June 2014: $254,057); and

  • (c) a cash holding of $181,951 (30 June 2014: $567,929).

Queste will continue to look at undertaking investments in listed securities where appropriate to endeavour to achieve a return on investments beyond that afforded by the interest rates applicable on term deposits.

The Company notes that it lodges Monthly and Quarterly Cash Flow Reports on ASX, which may be may be viewed and downloaded from the Company’s website: www.queste.com.au or the ASX website (www.asx.com.au) under ASX Code: QUE.

HALF YEAR REPORT | 8

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

DIRECTORS’ REPORT

DIRECTORS

Information concerning Directors in office during or since the half year:

Farooq Khan Executive Chairman and Managing Director Executive Chairman and Managing Director
Appointed 10 March 1998
Qualifications BJuris, LLB (Western Australia)
Experience Mr Khan is a qualified lawyer having previously practised principally in the field of corporate
law. Mr Khan has extensive experience in the securities industry, capital markets and the
executive management of ASX-listed companies. In particular, Mr Khan has guided the
establishment and growth of a number of public listed companies in the investment, mining
and financial services sectors. He has considerable experience in the fields of capital raisings,
mergers and acquisitions and investments.
Relevant interest in shares 5,899,944 shares6
Other current directorships (1)
Executive
Chairman of Bentley Capital Limited (BEL) (since 2 December 2003)
in listed entities (2)
Executive
Chairman of Orion Equities Limited (OEQ) (since 23 October 2006)
(3)
Alternate
Director to Victor Ho, who is Non-Executive Director of Strike Resources
Limited (SRK) (since 20 January 2014)
Former directorships in (1)
Alara Resources Limited (AUQ) (18 May 2007 to 31 August 2012)
other listed entities in
past 3 years

Victor P. H. Ho Executive Director and Company Secretary Appointed Executive Director since 3 April 2013; Company Secretary since 30 August 2000 Qualifications BCom, LLB (Western Australia), CTA Experience Mr Ho has been in Executive roles with a number of ASX listed companies across the investments, resources and technology sectors over the past 15 years. Mr Ho is a Chartered Tax Adviser (CTA) and previously had 9 years’ experience in the taxation profession with the Australian Tax Office (ATO) and in a specialist tax law firm. Mr Ho has been actively involved in the structuring and execution of a number of corporate, M&A and joint venture (in South America, Indonesia and the Middle East) transactions, capital raisings and capital management initiatives and has extensive experience in public company administration, corporations’ law and stock exchange compliance and investor/shareholder relations. Relevant interest in shares 17,500 shares Other current positions (1) Executive Director and Company Secretary of Orion Equities Limited (OEQ) (Secretary held in listed entities since 2 August 2000 and Director since 4 July 2003) (2) Non-Executive Director of Strike Resources Limited (SRK) (since 24 January 2014) (3) Company Secretary of Bentley Capital Limited (BEL) (since 5 February 2004) (4) Company Secretary of Alara Resources Limited (AUQ) (since 4 April 2007) Former positons in other None listed entities in past 3 years

6 Refer Farooq Khan’s Change of Director’s Interest Notice dated 20 November 2014

HALF YEAR REPORT | 9

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

DIRECTORS’ REPORT

Information concerning Directors in office during or since the half year:

Yaqoob Khan Non-Executive Director Appointed 10 March 1998 Qualifications BCom (Western Australia), Master of Science in Industrial Administration (Carnegie Mellon) Experience After working for several years in the Australian Taxation Office, Mr Khan completed his postgraduate Masters degree and commenced work as a senior executive responsible for product marketing, costing systems and production management. Mr Khan has been an integral member of the team responsible for the pre-IPO structuring and IPO promotion of a number of ASX floats and has been involved in the management of such companies. Mr Khan brings considerable international experience in key aspects of corporate finance and the strategic analysis of listed investments. Relevant interest in shares 68,345 shares Other current directorships Non-Executive Director of Orion Equities Limited (OEQ) (since 5 November 1999). in listed entities Former directorships in None other listed entities in past 3 years

EARLY ADOPTION OF ASX CORPORATE GOVERNANCE PRINCIPLES

The Company updated its Corporate Governance Statement[7] in accordance with the early adoption of the Corporate Governance Principles and Recommendations (3[rd] Edition, March 2014) issued by the ASX Corporate Governance Council in respect of the 30 June 2014 financial year, one year before the mandatory adoption date.

The Company’s 2014 Corporate Governance Statement (dated 24 October 2014) and ASX Appendix 4G (Key to Disclosures of Corporate Governance Principles and Recommendations) can be found at the following URL on the - Company’s Internet website: http://www.queste.com.au/corporate governance

AUDITORS’ INDEPENDENCE DECLARATION

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 forms part of this Directors Report and is set out on page 12. This relates to the Auditor’s Independent Review Report, where the Auditors state that they have issued an independence declaration.

7 Refer market announcement dated 24 October 2014 entitled “2014 Corporate Governance Statement and ASX Appendix 4G Key to Disclosures of Corporate Governance Principles and Recommendations”

HALF YEAR REPORT | 10

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

DIRECTORS’ REPORT

AUDITORS’ QUALIFIED CONCLUSION

A copy of BDO Audit (WA) Pty Ltd’s Independent Auditor’s Review Report on Queste’s half year financial report is set out on pages 28 and 29 The Review Report contains a Qualified Conclusion in relation to Queste’s 29.90% shareholding investment in Associate entity[8] , Bentley Capital Limited (ASX:BEL), which is accounted for under the equity method. Queste has carried the investment in BEL at $4,141,914 as at 31 December 2014 and recognised $234,259 as its 29.90% share of BEL’s $790,696 net profit for the half year ended 31 December 2014.

BEL’s 31 December 2014 Half Year Report contains a Qualified Conclusion by its Auditor (also BDO Audit (WA) Pty Ltd) in relation to BEL’s 19.98% shareholding investment in Associate entity, Molopo Energy Limited (ASX: MPO). BEL has carried its investment in MPO at $9,611,231 as at 31 December 2014 and recognised a nil amount as its 19.98% share of MPO’s net profit/loss for the half year ended 31 December 2014, as audited financial information for MPO had not been finalised by MPO and MPO was accordingly not able to provide the required financial information from which this amount could be determined and recognised within the time required for the completion of BEL’s half year accounts. As such, BEL’s Auditor has made a Qualified Conclusion in its Independent Auditor’s Review Report on BEL’s half year financial report on the basis that they were unable to obtain sufficient appropriate review evidence about the carrying value of MPO and the share of the net income/loss from MPO for the half year.

As the BEL half year financial report contains a Qualified Conclusion in its Auditor’s Review Report and as BEL has been accounted by Queste as an Associate entity, Queste’s Auditor has made a Qualified Conclusion in its Independent Auditor’s Review Report on Queste’s half year financial report on the same basis.

Signed for and on behalf of the Directors in accordance with a resolution of the Board.

==> picture [123 x 60] intentionally omitted <==

Farooq Khan Chairman

==> picture [99 x 65] intentionally omitted <==

Victor Ho Executive Director

27 February 2015

8 Associates are entities over which a consolidated entity has significant influence (but not control or joint control), generally accompanying a shareholding of between approximately 20% and 50% of the voting rights. Investments in Associates in the consolidated financial statements are accounted for using the equity method of accounting, after initially being recognised at cost. Under this method, the consolidated entity’s share of the post-acquisition profits or losses of Associates are recognised in the consolidated Statement of Profit or Loss and Other Comprehensive Income, and its share of post-acquisition movements in reserves is recognised in Other Comprehensive Income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.

HALF YEAR REPORT | 11

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF QUESTE COMMUNICATIONS LTD

As lead auditor for the review of Queste Communications Ltd for the half-year ended 31 December 2014, 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 Queste Communications Ltd and the entities it controlled during the period.

==> picture [69 x 47] intentionally omitted <==

Brad McVeigh Director

BDO Audit (WA) Pty Ltd

Perth, 27 February 2015

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 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 (WA) 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, other than for the acts or omissions of financial services licensees.

HALF YEAR REPORT | 12

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the half year ended 31 December 2014

Note
3
Net Gain on Financial Assets at Fair Value through Profit or Loss
Total Revenue
Expenses
3
Net Loss on Financial Assets at Fair Value through Profit or Loss
Olive Grove Operation Expenses
Land Operation Expenses
Personnel Expenses
Occupancy Expenses
Corporate Expenses
Finance Expenses
Administration Expenses
Loss Before Income Tax
Income Tax Expense
Loss for the Half Year from Continuing Operations
Loss for the Half Year from Discontinued Operations
4
Loss for the Half Year
Other Comprehensive Income
Revaluation of Assets, Net of Tax
Total Comprehensive Loss for the Half Year
Profit/(Loss) Attributable to:
Owners of Queste Communications Ltd
Non-Controlling Interest
Total Comprehensive Income for the Half Year is Attributable to:
Continuing operations
Discontinuing operations
4
Owners of Queste Communications Ltd
Continuing operations
Discontinuing operations
Non-Controlling Interest
Basic Loss per Share (cents) from continuing operations
5
Basic Loss per Share (cents) from discontinuing operations
Basic Loss per Share (cents) attributable to
the ordinary equity holders of the Company
Other Revenue
Share of Net Profit of Associate
Other
Revenue
31 Dec 14
31 Dec 13
$
$
31,959
73,127
234,259
299,292
-
65,966
599
10,332
266,817
448,717
(750)
-
(38,533)
(72,235)
(11,065)
(7,319)
(375,365)
(377,515)
(73,929)
(49,630)
(42,620)
(36,461)
(5,036)
(1,261)
(137,361)
(139,542)
(417,842)
(235,246)
-
-
(417,842)
(235,246)
-
(52,790)
(417,842)
(288,036)
-
-
(417,842)
(288,036)
(329,382)
(263,765)
(88,460)
(24,271)
(417,842)
(288,036)
(329,382)
(210,975)
-
(52,790)
(329,382)
(263,765)
(88,460)
(24,271)
-
-
(88,460)
(24,271)
(417,842)
(288,036)
(1.12)
(0.70)
-
(0.18)
(1.12)
(0.88)

The accompanying notes form part of these consolidated financial statements

HALF YEAR REPORT | 13

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 31 December 2014

Note
Current Assets
Cash and Cash Equivalents
Financial Assets at Fair Value through Profit or Loss
6
Trade and Other Receivables
Other Current Assets
Total Current Assets
Non Current Assets
Trade and Other Receivables
Property held for Development or Resale
Investment in Associate Entity
7
Property, Plant and Equipment
Olive Trees
Intangible Assets
Deferred Tax Asset
Total Non Current Assets
Total Assets
Current Liabilities
Trade and Other Payables
Provisions
Total Current Liabilities
Non Current Liabilities
Deferred Tax Liability
Total Non Current Liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
8
Reserves
9
Accumulated Losses
Parent Interest
Non-Controlling Interest
Total Equity
31 Dec 14
30 Jun 14
$
$
536,551
1,169,619
1,452,829
1,172,419
38,063
154,771
14,319
6,124
2,041,762
2,502,933
20,454
20,454
1,490,000
1,490,000
4,141,914
4,119,071
1,061,256
1,091,646
65,500
65,500
575,437
575,437
100,012
98,657
7,454,573
7,460,765
9,496,335
9,963,698
145,883
165,760
89,089
117,357
234,972
283,117
100,012
98,657
100,012
98,657
334,984
381,774
9,161,351
9,581,924
6,268,445
6,268,445
3,107,758
3,106,232
(3,642,789)
(3,313,407)
5,733,414
6,061,270
3,427,937
3,520,654
9,161,351
9,581,924

The accompanying notes form part of these consolidated financial statements

HALF YEAR REPORT | 14

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the half year ended 31 December 2014

Loss for the Half Year
Transactions with Owners in
their capacity as Owners:
Non-Controlling Interest
Balance at 31 December 2013
Loss for the Half Year
Transactions with Owners in
their capacity as Owners:
Non-Controlling Interest
Balance at 31 December 2014
Total Comprehensive
Other Comprehensive Income
Loss for the Half Year
Balance at 1 July 2013
Loss for the Half Year
Balance at 1 July 2014
Transactions with
Transactions with
Total Comprehensive
Other Comprehensive Income
$
$
$
$
$
6,192,427
2,257,792
(1,773,141)
4,546,707
11,223,785
-
-
(263,765)
(24,271)
(288,036)
-
-
-
-
-
Accumulated
Losses
Non-
Controlling
Interest
Total
Reserves
Issued
Capital
-
-
(263,765)
(24,271)
(288,036)
-
5,923
-
(232,965)
(227,042)
6,192,427
2,257,792
(2,036,906)
4,289,471
10,708,707
6,268,445
3,106,232
(3,313,407)
3,520,654
9,581,924
-
-
(329,382)
(88,460)
(417,842)
-
-
-
-
-
-
-
(329,382)
(88,460)
(417,842)
-
1,526
-
(4,257)
(2,731)
6,268,445
3,107,758
(3,642,789)
3,427,937
9,161,351

The accompanying notes form part of these consolidated financial statements

HALF YEAR REPORT | 15

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

CONSOLIDATED STATEMENT

OF CASH FLOWS

for the half year ended 31 December 2014

Note
Cash Flows from Operating Activities
Receipts from Customers
Dividends Received
Interest Received
Payments to Suppliers and Employees
Interest Paid
Sale of Financial Assets at Fair Value
Purchase of Financial Assets at Fair Value
Net Cash Used In Continuing Operations
Net Cash (Used in)/Provided by Discontinued Operations
4
Net Cash Used In Operating Activities
Cash Flows from Investing Activities
Proceeds from Sale of Olive Oil operations
4
Return of Capital Received
Purchase of Plant and Equipment
Net Cash Provided by/(Used in) Investing Activities
Cash Flows from Investing Activities
Orion On-Market Share Buy Back
Net Cash Used in Financing Activities
Net Increase /(Decrease) in Cash Held
Cash and Cash Equivalents at Beginning of Financial Year
Cash and Cash Equivalents at End of Financial Half Year
31 Dec 14
31 Dec 13
$
$
22,100
73,300
214,346
111
6,929
19,136
(702,767)
(644,673)
(98)
(9)
178,077
-
(459,237)
-
(740,650)
(552,135)
8,319
(54,781)
(732,331)
(606,916)
101,993
-
-
222,544
-
(32,206)
101,993
190,338
(2,730)
(217,636)
(2,730)
(217,636)
(633,068)
(634,214)
1,169,619
2,747,596
536,551
2,113,382

The accompanying notes form part of these consolidated financial statements

HALF YEAR REPORT | 16

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the half year ended 31 December 2014

1. SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The half year financial statements are a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 'Interim Financial Reporting'. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 134 'Interim Financial Reporting'. These half year financial statements do not include notes of the type normally included in the annual financial statements and should be read in conjunction with the most recent annual financial statements and the Company's ASX announcements released from 1 July 2014 to the date of this report.

Basis of Preparation

The financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation of the half year financial statements are consistent with those adopted and disclosed in the Consolidated Entity's financial statements for the financial year ended 30 June 2014.

2. RELATED PARTY TRANSACTIONS

The Company has control of Orion Equities Limited (Orion) as it holds 58.93% (9,367,653 shares) of Orion's issued capital (30 June 2014: 58.90% and 9,367,653 shares). During the half year there were transactions between the Company, Orion and Associate Entity, Bentley Capital Limited (ASX Code: BEL), pursuant to shared office and administration expense arrangements. There were no outstanding amounts at the reporting date.

31 Dec 14 31 Dec 13
Bentley Capital Limited $ $
Dividends Received 211,416 -
Return of Capital Received - 222,544

3. LOSS FOR THE HALF YEAR

The Consolidated Entity's Operating Loss before Income Tax includes the following items of revenue and expense:

(a) Revenue
Revenue from Sale of Olive Oils
Rental Revenue
Dividend Revenue
Interest Revenue
Other
Share of Net Profit of Associate
Net Gain on Financial Assets at Fair Value through Profit or Loss
Other Revenue
31 Dec 14
31 Dec 13
$
$
-
15,711
22,100
22,100
2,930
111
6,929
35,205
31,959
73,127
234,259
299,292
-
65,966
599
10,332
266,817
448,717

HALF YEAR REPORT | 17

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the half year ended 31 December 2014

3.

LOSS FOR THE HALF YEAR (continued)
(b) Expenses
Net Loss on Financial Assets at Fair Value through Profit or Loss
Olive Grove Operations
Impairment and Depreciation of Olive Grove Assets
Other Expenses
Land Operations
Other Expenses
Salaries, Fees and Employee Benefits
Occupancy Expenses
Finance Expenses
Corporate Expenses
ASX Fees
Share Registry
Other Corporate Expenses
Administration Expenses
Communications
Professional Fees
Audit Fees
Legal Fees
Depreciation
Other Administration Expenses
31 Dec 14
31 Dec 13
$
$
750
-
25,539
32,301
12,994
39,934
11,065
7,319
375,365
377,515
73,929
49,630
5,036
1,261
34,283
27,587
7,480
6,874
857
2,000
9,459
10,266
8,812
37,299
48,560
31,770
21,840
29,563
4,849
3,504
43,841
27,140
684,659
683,963

4. DISCONTINUED OPERATIONS

On 30 June 2014, the Consolidated Entity sold a segment of the olive oil operations as a going concern. The brand, equipment and oil inventory relating to the segment were sold for a total of $101,993 in cash, resulting in a net loss of $66,196.

The Operating Loss from this discontinued operations are:
Revenue from Sale of Olive Oil
Olive Oil Operation Expenses
Cost of Goods Sold
Impairment and Depreciation of Olive Oil Assets
Other Expenses
Loss for the Year from Discontinued Operations
Current Assets
Inventories
Plant and Equipment
Non-Current Assets
Intangibles
Total Assets
Operating Activates
Receipts from Customers
Payments to Suppliers and Employees
Net Cash Used in Discontinued Operations
The carrying amount of assets in this discontinued operations are
summarised as follows:
The Cash Flows generated from the discontinued operations are as follows:
31 Dec 14
31 Dec 13
$
$
-
79,284
-
(120,258)
-
(1,195)
-
(10,621)
-
(52,790)
31 Dec 14
30 Jun 14
-
69,557
-
23,637
-
74,996
-
168,190
31 Dec 14
31 Dec 13
$
$
16,260
77,546
(7,941)
(132,327)
8,319
(54,781)

HALF YEAR REPORT | 18

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the half year ended 31 December 2014

5. LOSS PER SHARE

LOSS PER SHARE
31 Dec 14 31 Dec 13
The following represents the loss and weighted average number of shares $ $
used in the loss per share calculations:
Loss per share from Continuing Operations
Loss after Income Tax from Continuing Operations (329,382) (210,975)
Loss after Income Tax from Discontinuing Operations - (52,790)
Loss after tax attributable to the ordinary equity holders of the Company (329,382) (263,765)
Loss per share from Discontinuing Operations
Loss after Income Tax from Discontinuing Operations - (52,790)
Number of shares
Weighted Average Number of Ordinary Shares used in calculating basic loss
per share 29,502,441 29,927,379
31 Dec 14 31 Dec 13
Basic Loss per Share cents cents
From continuing operations attributable to the ordinary equity holders of the
Company (1.12) (0.70)
From discontinued operations - (0.18)
Total basic loss per share attributable to the ordinary equity holders of the
Company (1.12) (0.88)

Under AASB 133 Earnings per Share, potential ordinary shares such as partly paid shares will only be treated as dilutive when their conversion to ordinary shares would increase the loss per share. Diluted Loss per Share is not calculated as it does not increase the loss per share.

6. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 31 Dec 14 30 Jun 14
$ $
Current
Listed securities at fair value 931,597 672,659
Unlisted managed fund at fair value 521,232 499,760
1,452,829 1,172,419
7. INVESTMENT IN ASSOCIATE ENTITY Carrying Amount
Ownership Interest 31 Dec 14 30 Jun 14
31 Dec 14 30 Jun 14 $ $
Bentley Capital Limited 29.90% 30.12% 4,141,914 4,119,071
Movement in Investment
Opening Balance 4,119,071 4,307,391
Share of Net Profit/(Loss) after tax 234,259 256,768
Dividends received (211,416) (222,544)
Returns of Capital Received - (222,544)
Closing Balance 4,141,914 4,119,071
Fair Value of Listed Investment in Associate 3,226,889 3,226,889
Net Asset Value of Investment 5,335,333 5,323,365

HALF YEAR REPORT | 19

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the half year ended 31 December 2014

7. INVESTMENT IN ASSOCIATE ENTITY (continued) 31 Dec 14 30 Jun 14
$ $
Summarised statement of profit or loss and other comprehensive income
Revenue 2,218,191 2,091,248
Expenses (1,427,495) (1,298,338)
Profit/(Loss) before income tax 790,696 792,910
Income tax expense - 3,698
Profit/(Loss) after income tax 790,696 796,608
Other comprehensive income - -
Total comprehensive income 790,696 796,608
Summarised statement of financial position
Current assets 8,016,888 17,384,218
Non-current assets 10,515,073 878,452
Total assets 18,531,961 18,262,670
Current liabilities 284,207 206,914
Non-current liabilities 402,948 379,448
Total liabilities 687,155 586,362
Net Assets 17,844,806 17,676,308
Lease Commitments
Not longer than one year 36,667 73,333

BEL’s 31 December 2014 Half Year Report contains a Qualified Conclusion by it’s Auditor (also BDO Audit (WA) Pty Ltd) in relation to BEL’s 19.98% shareholding investment in Associate entity, Molopo Energy Limited (ASX: MPO). BEL has carried its investment in MPO at $9,611,231 as at 31 December 2014 and recognised a nil amount as its 19.98% share of MPO’s net profit/loss for the half year ended 31 December 2014, as audited financial information for MPO had not been finalised by MPO and MPO was accordingly not able to provide the required financial information from which this amount could be determined and recognised within the time required for the completion of BEL’s half year accounts. As such, BEL’s Auditor has made a Qualified Conclusion in its Independent Auditor’s Review Report on BEL’s half year financial report on the basis that they were unable to obtain sufficient appropriate review evidence about the carrying value of MPO and the share of the net income/loss from MPO for the half year.

8. ISSUED CAPITAL 31 Dec 14 30 Jun 14 31 Dec 14 30 Jun 14
Number Number $ $
Fully paid ordinary shares 28,817,316 28,817,316 6,029,170 6,029,170
Partly paid ordinary shares 9,000,000 9,000,000 239,275 239,275
6,268,445 6,268,445
Date of Issue Number Issue Price
Movement in Fully Paid Ordinary Shares of shares $ $
At 1 July 2013 28,404,879 5,887,927
Equal Access Share buy-back - refer (b) 05-Feb-14 (587,563) (58,757)
Issue of shares 30-Jun-14 1,000,000 0.20 200,000
At 30 June 2014 28,817,316 6,029,170
At 1 July 2014 28,817,316 6,029,170
At 31 December 2014 28,817,316 6,029,170

HALF YEAR REPORT | 20

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the half year ended 31 December 2014

8.

ISSUED CAPITAL (continued) Number Issue Price
of shares $ $
Movement in Partly Paid Ordinary shares
At 1 July 2013 20,000,000 304,500
Equal Access Share buy-back - refer (b) 05-Feb-14 (10,000,000) (50,000)
Call on Partly Paid Shares - refer (c) (1,000,000) (15,225)
At 30 June 2014 9,000,000 239,275
At 1 July 2014 9,000,000 239,275
At 31 December 2014 9,000,000 239,275

(a) Ordinary Shares

At any meeting, each shareholder present in person or by proxy, attorney, or representative has one vote for each fully paid ordinary share held either upon a show of hands or by a poll. Holders of partly paid ordinary shares have a fraction of a vote for each partly paid share held, with the fractional vote of each share being equivalent to the proportion of the total amount paid and payable (excluding amounts credited) that has actually been paid (not credited) for each share. Amounts paid in advance of a call are ignored when calculating proportions. The holder of a partly paid ordinary share is not entitled to vote at a meeting in respect of those shares on which calls are outstanding.

The profits of the Consolidated Entity, which the Directors may from time to time determine to distribute to shareholders by way of dividends, will be divisible amongst the shareholders in proportion to the amounts paid on the shares. An amount paid in advance of a call is not to be included as an amount paid on a share for the purposes of calculating an entitlement to dividends.

(b) Equal Access Share Buy-Back

On 21 January 2014, the Company's Off-Market Equal Access Share Buy-Back (approved by shareholders at the AGM held on 28 November 2013) ( Buy-Back ) closed with the following shares being bought-back and cancelled:

  • (i) 587,563 fully paid ordinary shares were bought back for 10 cents per share at a cost of $58,756; and

  • (ii) 10,000,000 partly paid ordinary shares were bought back for 0.5 cent per share at a total cost of $50,000,

with the total cost of the Buy-Back being $108,756.

(c) Call on Partly Paid Ordinary Shares

On 27 June 2014, there was a conversion of 1,000,000 partly paid shares into fully paid shares upon payment of a call made by the Company in relation to 100% of the outstanding balance (being $0.184775 each or $184,775 in total) due and payable in respect of these 1,000,000 partly paid shares.

(d) Capital Risk Management

The Company's objectives when managing its capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain a capital structure balancing the interests of all shareholders.

The Board will consider capital management initiatives as is appropriate and in the best interests of the Company and shareholders from time to time, including undertaking capital raisings, share Buy-backs, capital reductions and the payment of dividends.

HALF YEAR REPORT | 21

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the half year ended 31 December 2014

RESERVES
Option Premium Reserve
Asset Revaluation Reserve
Revaluations of Intangible Assets
Less: Deferred Tax on Revaluations
Less: Non-Controlling Interest
Other Reserve
Dilution movement
Less: Non-Controlling Interest
31 Dec 14
30 Jun 14
$
$
2,138,012
2,138,012
325,437
325,437
(97,631)
(97,631)
(93,555)
(93,638)
134,251
134,168
929,303
923,922
(93,808)
(89,870)
835,495
834,052
3,107,758 3,106,232

9. RESERVES

The movement in the Asset Revaluation Reserve relates to the revaluation of the Olive Grove land (Property, Plant and Equipment) and the Water Licence (Intangibles), as assessed by an independent qualified valuer (a Certified Practising Valuer and Associate Member of the Australian Property Institute) as at 30 June 2013.

Other Reserve relates to the gain the Company generated from increasing its shareholding interest in OEQ by 6.35% (30 June 2014: 6.32%) as a consequence of OEQ cancelling a total of 1,918,861 (30 June 2014: 1,908,861) shares bought-back pursuant to an on-market share buy-back at a cost of $511,528 (30 June 2014: $508,798). This reserve is also used to record the differences which may arise as a result of transactions with non-controlling interests that do not result in a loss of control.

10. SEGMENT INFORMATION

The 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 Board of Directors.

The Board has considered the business and geographical perspectives of the operating results and determined that the Consolidated Entity operates only within Australia, with the main segments being Investments and Olive Grove. Corporate items are mainly comprised of corporate assets, office expenses and income tax assets and liabilities.

31 Dec 14
Segment Revenues
Revenue
Other
Total Segment Revenues
Personnel Expenses
Finance Expenses
Administration Expenses
Depreciation Expense
Other Expenses
Total Segment Profit/(Loss)
Olive Grove
Investments
Corporate
Total
$
$
$
$
-
25,629
6,929
32,558
-
234,259
-
234,259
-
259,888
6,929
266,817
2,811
-
375,365
378,176
251
-
5,166
5,417
1,156
-
103,683
104,839
25,539
-
4,849
30,388
8,776
10,133
146,930
165,839
(38,533)
249,755
(629,064)
(417,842)

HALF YEAR REPORT | 22

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the half year ended 31 December 2014

10. SEGMENT INFORMATION (continued)

SEGMENT INFORMATION (continued)
Segment Assets
Cash
Financial Assets
Investment in Associate
Property, Plant and Equipment
Intangible Assets
Other Assets
Total Segment Assets
Segment Liabilities
31 Dec 13
Segment Revenues
Revenue
Other
Total Segment Revenues
Personnel Expenses
Finance Expenses
Administration Expenses
Impairment & Depreciation Expense
Other Expenses
Total Segment Loss
30 Jun 14
Segment Assets
Cash
Financial Assets
Investment in Associate
Property, Plant and Equipment
Intangible Assets
Other Assets
Total Segment Assets
Segment Liabilities
Property held for Development
or Resale
Property held for Development
or Resale
Olive Grove
Investments
Corporate
Total
$
$
$
$
9,502
-
527,049
536,551
-
1,452,829
-
1,452,829
-
1,490,000
-
1,490,000
-
4,141,914
-
4,141,914
1,026,430
-
34,826
1,061,256
575,437
-
-
575,437
63,484
-
174,864
238,348
1,674,853
7,084,743
736,739
9,496,335
31,717
-
303,267
334,984
94,995
22,100
35,316
152,411
-
365,257
10,333
375,590
94,995
387,357
45,649
528,001
2,747
-
377,515
380,262
518
-
1,398
1,916
166,547
6,937
126,757
300,241
33,496
-
3,504
37,000
1,001
-
95,617
96,618
(109,314)
380,420
(559,142)
(288,036)
11,488
-
1,158,131
1,169,619
-
1,172,419
-
1,172,419
-
-
1,490,000
-
1,490,000
-
4,119,071
-
4,119,071
1,051,969
-
39,677
1,091,646
575,437
-
-
575,437
199,788
-
145,718
345,506
1,838,682
6,781,490
1,343,526
9,963,698
29,213
-
352,561
381,774

HALF YEAR REPORT | 23

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the half year ended 31 December 2014

11. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

(a) Fair Value Hierarchy

  • AASB 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

  • (i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

(ii) Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

  • (iii) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Listed securities at fair value
Unlisted managed fund at fair value
Land at Independent Valuation
Intangible Assets
Olive Trees
Total
Listed securities at fair value
Unlisted managed fund at fair value
Land at Independent Valuation
Intangible Assets
Olive Trees
Total
31 Dec 14
Financial Assets at Fair Value through
Profit or Loss:
30 Jun 14
Financial Assets at Fair Value through
Profit or Loss:
Level 1
Level 2
Level 3
Total
$
$
$
$
931,597
-
-
931,597
-
521,232
-
521,232
-
-
766,593
766,593
-
-
575,437
575,437
-
-
65,500
65,500
931,597
521,232
1,407,530
2,860,359
672,659
-
-
672,659
-
499,760
-
499,760
-
-
766,593
766,593
-
-
575,437
575,437
-
-
65,500
65,500
672,659
499,760
1,407,530
2,579,949

There have been no transfers between the levels of the fair value hierarchy during the financial year.

(b) Valuation Techniques

The fair value of any assets that are not traded in an active market are determined using certain valuation techniques. The valuation techniques maximise the use of observable market data where it is available, or independent valuation and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

At Level 2, the land and intangible assets (water licence) and property held for development or resale were valued by an independent qualified valuer (an Associate Member of the Australian Property Institute) as at 30 June 2013 (which values have been maintained by the Directors as at 30 June 2014 and 31 December 2014). These assets have been valued based on similar assets, location and market conditions. There has been no unusual circumstances that may affect the value of the property.

The fair value of the unlisted managed fund investment is valued at the audited unit price published by the investment manager and as such this financial instrument is included in Level 2.

HALF YEAR REPORT | 24

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the half year ended 31 December 2014

11. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (continued)

(c) Level 3 Fair Value Measurements

At Level 3 the olive trees' value was assessed as at 31 December 2014 by the Directors. There has been no unusual circumstances that may affect the value of the property.

The fair value of the trees is at the Directors' valuation having regard to, amongst other matters, replacement cost and the trees commercial production qualities. The significant unobservable input is the replacement cost of 15 year old fruiting trees and discount rate. There are no age limits to the commercial viability of an olive grove. A 10% change in the discount cost rate will increase or decrease the fair value by $6,550.

There has been no change in the value of Level 3 assets during the year.

Changing inputs to the Level 3 valuations to reasonably possible alternative assumptions would not change significantly amounts recognised in Profit or Loss, Total Assets, Total Liabilities or Total Equity.

(d) Fair Values of Other Financial Instruments

Financial Assets
Cash and Cash Equivalents
Trade and Other Receivables
Financial Liabilities
Trade and Other Payables
31 Dec 14
30 Jun 14
$
$
536,551
1,169,619
38,063
154,771
574,614
1,324,390
(145,883)
(165,760)

Due to their short-term nature, the carrying amounts of cash, current receivables and current payables is assumed to approximate their fair value.

12. COMMITMENTS

COMMITMENTS
Not longer than one year
31 Dec 14
30 Jun 14
$
$
73,333
146,667

On or about 21 July 2014, the Company, OEQ and BEL entered into a new non-cancellable operating lease agreement for shared office accommodation. The lease commitment is the Consolidated Entity's share of the lease costs and includes all outgoings (inclusive of GST). The lease is for a one year term expiring on or about 23 July 2015, with an option to renew to 30 January 2017.

13. CONTINGENCIES

(a) Directors' Deeds

The Company has entered into Deeds of Indemnity with each of its Directors indemnifying them against liability incurred in discharging their duties as Directors/Officers of the Consolidated Entity. At the end of the financial period, no claims have been made under any such indemnities and accordingly, it is not possible to quantify the potential financial obligation of the Consolidated Entity under these indemnities.

(b) Tenement Royalties

The Consolidated Entity is entitled to receive a royalty of 2% of gross revenues (exclusive of GST) from any commercial exploitation of any minerals from the Paulsens East (Iron Ore) Project tenements (EL47/1328 and PL47/1170) in Western Australia currently held by Strike Resources Limited (ASX : SRK).

HALF YEAR REPORT | 25

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

31 DECEMBER 2014

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the half year ended 31 December 2014

14. EVENTS OCCURRING AFTER THE REPORTING PERIOD

  • (a) Associate entity, Bentley Capital Limited (ASX : BEL), has announced its intention to pay a fully-franked dividend of 0.55 cent per share in March 2015. The Company’s and Orion's entitlement to such dividend would be $9,573 and $112,826 respectively.

No other matter or circumstance has arisen since the end of the financial year that significantly affected, or may significantly affect, the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity in future financial years.

HALF YEAR REPORT | 26

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

DIRECTORS’ DECLARATION

In accordance with a resolution of the directors of Queste Communications Ltd made pursuant to sub-section 303(5) of the Corporations Act 2001, we state that:

In the opinion of the directors:

  • (1) The financial statements and notes of the Consolidated Entity are in accordance with the Corporations Act 2001, including:

  • (a) giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2014 and of its performance for the financial half year ended on that date; and

  • (b) complying with Accounting Standards AASB 134 “Interim Financial Reporting”, Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  • (2) There are reasonable grounds to believe that the Consolidated Entity will be able to pay its debts as and when they become due and payable.

On behalf of the Board,

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Farooq Khan Chairman

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Victor Ho

Executive Director

27 February 2015

HALF YEAR REPORT | 27

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Queste Communications Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Queste Communications Ltd, which comprises the consolidated statement of financial position as at 31 December 2014, 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, notes comprising a statement of accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year’s end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year 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 is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, 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 consolidated entity’s financial position as at 31 December 2014 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Queste Communications Ltd, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Queste Communications Ltd, would be in the same terms if given to the directors as at the time of this auditor’s review report.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 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 (WA) 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, other than for the acts or omissions of financial services licensees.

HALF YEAR REPORT | 28

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Basis for Qualified Conclusion

Included in Queste Communications Ltd’s consolidated statement of financial position as at 31 December 2014 is an investment in an associate entity, Bentley Capital Limited, which is accounted for under the equity method and carried at $4,141,914. Queste Communications Ltd has recorded its share of the net income from Bentley Capital Limited as $234,259 in the consolidated statement of profit or loss and other comprehensive income for the half-year ended 31 December 2014. As disclosed in Note 7, Bentley management were unable to obtain access to the financial information and management of their investment in associate, Molopo Energy Limited, and therefore we were unable to obtain sufficient appropriate review evidence about the carrying value of the investment and the share of net income for the half-year. Consequently, we were unable to determine whether any adjustments to these amounts are necessary.

Qualified Conclusion

Based on our review, which is not an audit, with the exception of the possible effects of the matter described in the basis for qualified conclusion paragraph, we have not become aware of any matter that makes us believe that the half-year financial report of Queste Communications Ltd is not in accordance with the Corporations Act 2001 including:

  • (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001.

BDO Audit (WA) Pty Ltd

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Brad McVeigh

Director

Perth, 27 February 2015

HALF YEAR REPORT | 29

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

SECURITIES INFORMATION as at 31 January 2015

DISTRIBUTION OF LISTED ORDINARY FULLY PAID SHARES

Spread of Holdings Number of Holders Number of Units % of Total Issue Capital
1 - 1,000 11 7,227 0.03%
1,001 - 5,000 49 139,553 0.48%
5,001 - 10,000 59 554,425 1.91%
10,001 - 100,000 98 2,752,340 9.55%
100,001 - and over 24 25,367,771 88.03%
**Total ** 241 28,817,316 100%

DISTRIBUTION OF UNLISTED PARTLY PAID ORDINARY SHARES

Name No. of Partly Paid Shares **% Voting Power ***
Chi Tung Investments Ltd 9,000,000 2.32%

These 9,000,000 ordinary shares were issued at a price of 20 cents per share and have been partly paid to 1.5225 cent each and have an outstanding amount payable of 18.4775 cents per share. These shares carry *voting rights proportional to the amount paid up per share. This is equivalent to 685,125 total voting shares.

SUBSTANTIAL SHAREHOLDERS

Substantial Shareholders Registered Shareholder Shares/Voting Shares
Held as at 31 Jan 2014
%Voting
Power6
Bell IXL Investments Limited BELL IXL INVESTMENTS LIMITED 2,599,747
and associates CELLANTE SECURITIES PTY LIMITED 2,053,282 25.09%1
CLEOD PTY LTD 2,748,490
Azhar Chaudhri, Renmuir MR AZHAR CHAUDHRI 1,436,001
Holdings Limited and Chi Tung
CHI TUNG INVESTMENTS LTD3
2,050,000 22.93%2
Investments Ltd RENMUIR HOLDINGS LTD 3,277,780
Farooq Khan and associates FAROOQ KHAN
ISLAND AUSTRALIA PTY LTD
2,231,367
3,668,577
19.99%4
Manar Nominees Pty Ltd and
Zelwar Superannuation PtyLtd

MANAR NOMINEES PTY LTD
ZELWERSUPERANNUATION PTY LTD
1,825,663
180,500
6.80%5

Notes:

  • (1) Based on the substantial shareholding notice filed by Bell IXL Investments Limited dated 28 January 2014

  • (2) Based on the substantial shareholding notice filed by Azhar Chaudhri and associates dated 22 January 2014

  • (3) Voting shares attributable to 9,000,000 partly paid ordinary shares (issued at a price of 20 cents per share) which have been partly paid to 1.5225 cent each

  • (4) Based on the Change of Interests of Substantial Holder notice filed by Farooq Khan and associates dated 20 November 2014

  • (5) Based on the substantial shareholding notice filed by Manar Nominees Pty Ltd dated 29 December 2003 (updated to reflect current percentage voting power)

  • (6) Total Voting Power is equivalent to the total number of fully paid ordinary shares on issue (28,817,316) plus the equivalent voting shares associated with the partly paid shares on issue based on the amount paid up per partly paid share (685,125).

  • (7) Movements of less than 1% in voting power are not required to be disclosed to ASX via an update substantial shareholding notice and accordingly, there may be variances between the shareholdings recorded in the table above and the most recent substantial shareholding notices lodged on ASX.

HALF YEAR REPORT | 30

31 DECEMBER 2014

QUESTE COMMUNICATIONS LTD A.B.N. 58 081 688 164

SECURITIES INFORMATION as at 31 January 2015

TOP 20 ORDINARY FULLY PAID SHAREHOLDERS

Total
% Issued
% Voting
Rank
Shareholder
Shares Held
Shares
Capital

Power*
1
CLEOD PTY LTD
BELL IXL INVESTMENTS LIMITED
CELLANTE SECURITIES PTY LIMITED
2
MR AZHAR CHAUDHRI
CHI TUNG INVESTMENTS LTD*
RENMUIR HOLDINGS LTD
3
FAROOQ KHAN
ISLAND AUSTRALIA PTY LTD
MR FAROOQ KHAN
4
MANAR NOMINEES PTY LTD
ZELWER SUPERANNUATION PTY LTD
5
COWOSO CAPITAL PTY LTD
2,748,490
0
2,599,747
0
2,053,282
0
Sub-total
7,401,519
25.68%
25.09%
1,436,001
2,050,000
3,277,780
Sub-total
6,763,781
23.47%
22.93%
2,209,484
3,668,577
21,883
Sub-total
5,899,944
20.47%
19.99%
1,825,663
180,500
Sub-total
2,006,163
6.96%
6.80%
1,150,000
3.99%
3.90%
6
DONALD GORDON MACKENZIE & GWENNETH EDNA MACKENZIE
7
MS ROSANNA DE CAMPO
8
GIBSON KILLER PTY LTD
9
GLENVIEW SERVICES PTY LTD
10
MR AYUB KHAN
466,003
1.62%
1.58%
268,100
0.93%
0.91%
220,000
0.76%
0.75%
215,000
0.75%
0.73%
215,000
0.75%
0.73%
11
MRS AFIA KHAN
12
MR SIMON KENNETH CATO
ROSEMONT ASSET PTY LTD
13
TOMATO 2 PTY LTD
14
MR JOHN CHENG-HSIANG YANG & MS PEGA PING PING MOK
15
MR ANTHONY NEALE KILLER & MRS SANDRA MARIE KILLER
215,000
0.75%
0.73%
118,000
75,000
Sub-total
193,000
0.67%
0.65%
185,019
0.64%
0.63%
136,125
0.47%
0.46%
130,000
0.45%
0.44%
16
MR EUGENE RODRIGUEZ
17
MR KEITH FRANCIS OATES & MRS LINDA ANN OATES
18
MRS MARY THERESE CAMILLERI
19
DR SIEW NAM UN
20
CITICORP NOMINEES PTY LIMITED
110,000
0.38%
0.37%
100,000
0.35%
0.34%
100,000
0.35%
0.34%
87,500
0.30%
0.30%
85,296
0.30%
0.29%
Total 25,947,450
90.04%
87.95%
  • Total Voting Power is equivalent to the total number of fully paid ordinary shares on issue (28,817,316) plus the equivalent voting shares associated with the 9,000,000 partly paid shares on issue based on the amount paid up per partly paid share (685,125).

HALF YEAR REPORT | 31