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QUESTE COMMUNICATIONS LIMITED Interim / Quarterly Report 2020

Feb 27, 2020

65653_rns_2020-02-27_7e175b10-a57c-41df-bb92-dab91a5ccbc0.pdf

Interim / Quarterly Report

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HALF YEAR REPORT

31 December 2019

THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE 30 JUNE 2019 ANNUAL REPORT OF THE COMPANY LODGED ON ASX ON 22 OCTOBER 2019

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

Advanced Share Registry Services Western Australia – Main Office 110 Stirling Highway Nedlands, Western Australia 6009 PO Box 1156, Nedlands, Western Australia 6909

New South Wales – Branch Office Suite 8H, 325 Pitt Street Sydney, New South Wales 2000 PO Box Q1736, Queen Victoria Building New South Wales 1230

T | (02) 8096 3502

PRINCIPAL & REGISTERED OFFICE: SHARE REGISTRY:

Level 2 23 Ventnor Avenue West Perth, Western Australia 6005

T | (08) 9214 9777

F | (08) 9214 9701 E | [email protected]

W | www.queste.com.au

F | (08) 6370 4203 E | [email protected]

T | (08) 9389 8033

W | www.advancedshare.com.au

CONTENTS CORPORATE DIRECTORY

Farooq Khan (Chairman and Managing Director)
Directors' Report 4 Victor Ho (Executive Director)
Yaqoob Khan (Non-Executive Director)

Telephone: (08) 9214 9777 Consolidated Statement of Cash Flows 14 Facsimile: (08) 9214 9701 Email: [email protected] Notes to the Consolidated 15 Website: www.queste.com.au

Rothsay Auditing Level 1, Lincoln House West Perth, Western Australia 6005 Telephone: (08) 9486 7094 Website: www.rothsayresources.com.au

STOCK EXCHANGE

Australian Securities Exchange Perth, Western Australia

ASX CODE

QUE

SHARE REGISTRY

Advanced Share Registry Services Main Office 110 Stirling Highway Nedlands, Western Australia 6009 Telephone: (08) 9389 8033 Facsimile: (08) 6370 4203 Email: [email protected] Visit www.queste.com.au for: Investor Web: www.advancedshare.com.au

Corporate Governance Suite 8H, 325 Pitt Street • Forms Sydney, New South Wales 2000 • Email subscription Telephone: (02) 8096 3502

ASX Appendix 4D Half Year Report 2 BOARD
Directors' Report 4 Victor Ho (Executive Director)
Auditor's Independence Declaration 10
Consolidated Statement of Profit or Lossand other Comprehensive Income 11 COMPANY SECRETARYVictor Ho
Consolidated Statement ofFinancial Position 12 PRINCIPAL & REGISTERED OFFICE
Consolidated Statement ofChanges in Equity 13 Level 2, 23 Ventnor Avenue West Perth, Western Australia 6005
Consolidated Statement of Cash Flows 14 Facsimile:
Notes to the ConsolidatedFinancial Statements 15 Website: www.queste.com.au
Directors' Declaration 23 AUDITORS
Auditor's Independent Review Report 24 Rothsay AuditingChartered AccountantsLevel 1, Lincoln House
Securities Information 25 4 Ventnor Avenue

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 2019 to 31 December 2019
Previous Corresponding Period: 1 July 2018 to 31 December 2018
Balance Date: 31 December 2019
Company: Queste Communications Ltd (QUE or the Company)
Consolidated Entity: The Company and controlled entities, being ASX-listed Orion Equities Limited(A.C.N. 000 742 843) (Orion or OEQ) and controlled entities of Orion(Queste).

RESULTS FOR ANNOUNCEMENT TO THE MARKET

COMPANY Dec 2019$ Dec 2018$ Change% Up/Down
Total revenues 371 7,390 95% Down
Net gain/(loss) on financial assets (430,915) (140,814) 206% Up
Share of Associate entity's profit/(loss) - (32,006) N/A Down
Other Expenses (20,848) (80,625) 74% Down
Profit/(Loss) before tax (451,392) (246,055) 83% Up
Income tax expense - - N/A Unchanged
Profit/(Loss) for the half year (451,392) (246,055) 83% Up
CONSOLIDATED ENTITY Dec 2019$ Dec 2018$ Change% Up/Down
Total revenues 24,353 26,387 8% Down
Net gain on sale of non-current asset - 201,786 N/A Down
Net gain/(loss) on financial assets (3) (117,200) 100% Down
Share of Associate entity's profit/(loss) (277,193) (458,945) 40% Down
Other Expenses (318,564) (430,721) 26% Down
Profit/(Loss) before tax (571,407) (778,693) 27% Down
Income tax expense - (38,973) N/A Down
Profit/(Loss) for the half year (571,407) (817,666) 30% Down
Net (profit)/loss attributable to non-controlling interest 220,949 270,202 18% Down
Loss after tax attributable to owners of the Company (350,458) (547,464) 36% Down
Basic and diluted loss per share (cents) (1.29) (2.02) 36% Down
CONSOLIDATED ENTITY Dec 2019 Jun 2019 Change% Up/Down
NTA backing per share (cents) 3.1 3.3 7% 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).

The Consolidated Entity's overall net loss relate principally to Orion recognising $0.277 million as a share of Bentley Capital Limited's (ASX:BEL) net loss (being an Associate entity).

APPENDIX 4D HALF YEAR REPORT

The Consolidated Entity accounts for Bentley as an Associate entity, which means that Queste is required to recognise a share of Bentley's net profit or loss in respect of the financial year based on Queste's (28.556% as at 31 December 2019) direct and indirect shareholding interest in Bentley (this is known as the equity method of accounting for an associate entity). This share of Bentley's net loss is the primary contributor to the Consolidated Entity's net loss for the year, rather than as a consequence of the Company's or Orion's own direct investment activities or operations.

Further information are outlined in Orion's and Bentley's recently lodged 31 December 2019 Half Year Reports.

Please refer to the attached Directors' Report and Financial Report for further information on a review of Queste's operations and the financial position and performance of Queste for the financial half year ended 31 December 2019.

DIVIDENDS

The Directors have not declared a dividend in respect of the financial half year ended 31 December 2019.

ASSOCIATE ENTITY

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

(1) 26.946% interest (20,513,783 shares) in Bentley Capital Limited (ASX:BEL) (30 June 2019 and 31 December 2018: 26.946%; 20,513,783 shares).

The Company also has a 1.61% (1,225,752 shares) direct interest in BEL as at Balance Date (30 June 2019: 1.61%; 1,252,752 shares; 31 December 2018: 1.708% and 1,300,000).

Accordingly, the Consolidated Entity has equity accounted for a 28.556% total interest in BEL (30 June 2019: 28.556%; 31 December 2018: 28.654%).

CONTROLLED ENTITIES

The Consolidated Entity did not gain or cease control of any entities during the Current Reporting Period.

For and on behalf of the Directors,

Date: 27 February 2020

Victor Ho Executive Director and Company Secretary Telephone: (08) 9214 9777 Email: [email protected]

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 2019 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 (ASX Code: QUE).

The Consolidated Entity's results incorporates the results of controlled entity, ASX listed investment company, Orion Equities Limited (Orion or OEQ). The Company has a 59.86% (9,367,653 shares) shareholding interest in Orion (30 June 2019 and 31 December 2018: 59.86% (9,367,653 shares)).

FINANCIAL POSITION

Dec 2019 Jun 2019
COMPANY $ $
Cash and cash equivalents 4,467 36,672
Current investments - equities - 3
Investment in controlled entity (OEQ) 693,206 1,124,118
Receivables 67,640 15,970
Deferred tax assets 523,632 523,632
Other assets 33,788 40,222
Total Assets 1,322,733 1,740,617
Tax liabilities (current and deferred) - -
Loan from OEQ (50,000) -
Other payables and liabilities (211,164) (227,656)
Net Assets 1,061,569 1,512,961
Issued capital 6,239,370 6,239,370
Reserves 2,347,229 2,347,229
Accumulated losses (7,525,030) (7,073,638)
Total Equity 1,061,569 1,512,961

OPERATING RESULTS

Dec 2019 Dec 2018
COMPANY $ $
Total revenues 371 7,390
Net gain/(loss) on financial assets (430,915) (140,814)
Share of Associate entity's profit/(loss) - (32,006)
Other Expenses (20,848) (80,625)
Profit/(Loss) before tax (451,392) (246,055)
Income tax expense - -
Profit/(Loss) for the half year (451,392) (246,055)

LOSS PER SHARE

CONSOLIDATED ENTITY Dec 2019 Dec 2018
Basic loss per share (cents) (1.29) (2.02)
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 27,072,332 27,072,332

DIVIDENDS

The Directors have not declared a dividend in respect of the financial half year ended 31 December 2019.

SECURITIES ON ISSUE

At the Balance Date (and currently), the Company had 27,072,332 listed fully paid ordinary shares (30 June 2019 and 31 December 2018: 27,072,332 fully paid ordinary shares) on issue.

All such shares are listed on ASX. The Company does not have other securities on issue.

REVIEW OF OPERATIONS

1. Orion Equities Limited (ASX:OEQ)

1.1. Current Status of Investment in Orion

Orion is a listed investment company.

The Company holds 9,367,653 shares in Orion, being 59.86% of its issued ordinary share capital (30 June 2019 and 31 December 2018: 9,367,653 shares (59.86%)). 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 2019 Half Year Report, 2019 Annual Report and monthly NTA disclosures lodged by Orion for further information about the status and affairs of the 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 1.3 below contain information extracted from Orion's public statements.

1.2. Orion's Portfolio Details as at 31 December 2019

Asset Weighting

% of Net Assets
Consolidated Entity Dec 2019 Jun 2019
Australian equities 32% 36%
Property held for development and resale 55% 43%
Net tax liabilities (current year and deferred tax assets/liabilities) - -
Net cash/other assets and provisions 13% 21%
TOTAL 100% 100%

Major Holdings in Securities Portfolio

Security CarryingValue % ofNet Assets ASXCode Industry Sector Exposures Market Value(based onclosing ASXBid Price)
Bentley Capital Limited $200,526 10% BEL Diversified Financials $820,551
Strike Resources Limited $450,000 22% SRK Materials $450,000
TOTAL $650,526 32% $1,270,551

1.3. Orion's Assets

(a) Bentley Capital Limited (ASX:BEL)

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

As at 31 December 2019 and currently, Queste holds 1.61% (1,225,752 shares) and Orion holds 26.95% (20,513,783 shares) of Bentley's issued ordinary share capital as (30 June 2019 and 31 December 2018: Queste held 1,225,752 shares (1.61%) and Orion held 20,513,783 shares (26.95%)).

Bentley's asset weighting as at 31 December 2019 was 104.2% Australian equities (30 June 2019: 98%), and 4.2% net liabilities (30 June 2019: 2% net cash/other assets.).

Bentley had net assets of $5.32 million as at 31 December 2019 (30 June 2019: $6.35 million) and incurred an after-tax net loss of $1.029 million for the financial half year (31 December 2018: after-tax net loss of $1.607 million).

Queste shareholders are advised to refer to the 31 December 2019 Half Year Report, 2019 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".

(b) Strike Resources Limited (ASX:SRK)

As at 31 December 2019 and currently, Orion holds 10,000,000 Strike shares (5.983%) (30 June 2019: 10,000,000 shares (6.88%)) while Orion's Associate entity, Bentley, holds 52,553,493 Strike shares (31.44%) (30 June 2019: 52,553,493 shares (36.16%)). Therefore, Orion has a deemed relevant interest in 62,553,493 Strike shares (37.427%1).

On 18 July 2019, Strike raised $0.981 million through a placement of 21,800,000 shares. Accordingly, Orion's interest in Strike diluted to 5.983%, Bentley's interest in Strike diluted to 31.44%2, and Orion's deemed relevant interest in Strike diluted to 37.427%.5

Strike is an ASX listed resource company which is developing the Paulsens East Iron Ore Project in Western Australia3. Strike also owns the high grade Apurimac Magnetite Iron Ore Project and Cusco Magnetite Iron Ore Project in Peru and is also developing a number of battery minerals related projects around the world, including the highly prospective Solaroz Lithium Brine Project in Argentina and the Burke Graphite Project in Queensland.

Further information about Strike's current projects and activities are contained in their ASX releases, including as follows:

Information concerning Strike are available from its website: www.strikeresources.com.au.

1 Refer Orion's ASX Announcement dated 22 July 2019: Change in Substantial Holding Notice

2 Refer Bentley's ASX Announcement dated 22 July 2019: Change in Substantial Holding in SRK

3 Refer also SRK's ASX Announcements dated 28 November 2019: Excellent Scoping Study Results for Paulsens East Iron Ore Project and 4 September 2019: Significant Upgrade of JORC Mineral Resource into Indicated Category at Paulsens East Iron Ore Project

Strike's market announcements may also be viewed from the ASX website (www.asx.com.au) under ASX: "SRK".

(c) Other Assets

Orion also owns a property held for redevelopment or sale (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 direct share investment in Associate entity, Bentley, being 1,225,752 shares (or 1.61% of Bentley's issued ordinary share capital) (30 June 2019 and 31 December 2018: 1,225,752 shares and 1.61%).

The Company notes that it lodges Monthly and Quarterly Cash Flow Reports on ASX, which 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".

DIRECTORS

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

Farooq Khan 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. MrKhan has extensive experience in the securities industry, capital markets and the executivemanagement of ASX-listed companies. In particular, Mr Khan has guided the establishment andgrowth of a number of public listed companies in the investment, mining and financial servicessectors. He has considerable experience in the fields of capital raisings, mergers and acquisitionsand investments.
Relevant interest inshares 5,344,872 shares4
Other currentdirectorships in listedentities (1)Executive Chairman of Bentley Capital Limited (ASX:BEL) (since 2 December 2003)(2)Executive Chairman of Orion Equities Limited (ASX:OEQ) (since 23 October 2006)(3)Chairman (appointed 18 December 2015) of Strike Resources Limited (ASX:SRK) (Directorsince 1 October 2015)
Former directorships inother listed entities inpast 3 years None

4 Refer Farooq Khan's Change of Director's Interest Notices dated 10 July 2019

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 19 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 investmentmanagement of listed investment companies (as an Executive Director and or a member of theInvestment Committee), the structuring and execution of a number of corporate, M&A andinternational joint venture (in South America, Indonesia and the Middle East) transactions, capitalraisings and capital management initiatives and has extensive experience in public companyadministration, corporations' law and stock exchange compliance and investor/shareholder relations.
Relevant interest inshares 17,500 shares5
Other current positionsheld in listed entities (1)Executive Director and Company Secretary of Orion Equities Limited (ASX:OEQ) (Secretarysince 2 August 2000 and Director since 4 July 2003)
(2)Director and Company Secretary of Strike Resources Limited (ASX:SRK) (Director since 24January 2014 and Company Secretary since 1 October 2015)
(3)Company Secretary of Bentley Capital Limited (ASX:BEL) (since 5 February 2004)
Former positions in otherlisted entities in past 3years Company Secretary of Keybridge Capital Limited (ASX:KBC) (13 October 2016 to 13 October 2019)
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 postgraduateMasters 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 teamresponsible for the pre-IPO structuring and IPO promotion of a number of ASX floats and has beeninvolved in the management of such companies.Mr Khan brings considerable internationalexperience in key aspects of corporate finance and the strategic analysis of listed investments.
Relevant interest inshares 68,345 shares6
Other currentdirectorships in listedentities Non-Executive Director of Orion Equities Limited (ASX:OEQ) (since 5 November 1999).
Former directorships inother listed entities inpast 3 years None

At the Company's 2019 AGM7:

• Yaqoob Khan retired as a Director (by rotation) pursuant to the Company's Constitution and was reelected a Director at that AGM.

5 Refer Victor Ho's Initial Director's Interest Notice dated 3 April 2013

6 Refer Yaqoob Khan's Change of Director's Interest Notice dated 6 September 2011

7 Refer Queste's ASX Announcement dated 28 November 2019: Results of 2019 Annual General Meeting

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 10. This relates to the Auditor's Independent Review Report, where the Auditors state that they have issued an independence declaration.

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

Farooq Khan Victor Ho

27 February 2020

Chairman Executive Director

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the half year ended 31 December 2019

Note 31 Dec 19 31 Dec 18
$ $
Revenue 2 24,353 26,387
Other
Net gain on sale of non-current assets - 201,786
Total revenue 24,353 228,173
ExpensesShare of Associate entity's loss 3 (277,193) (458,945)
Net loss on financial assets at fair value through profit or loss (3) (117,200)
Land operation expenses (10,562) (7,794)
Personnel expenses (185,820) (245,113)
Occupancy expenses (19,796) (19,655)
Corporate expenses (47,660) (41,694)
Finance expenses (291) (660)
Administration expenses (54,435) (59,046)
Loss from continuing operations (571,407) (721,934)
Loss from discontinued operations 5 - (56,759)
Income tax expense - (38,973)
Loss after income tax (571,407) (817,666)
OTHER COMPREHENSIVE INCOME
Revaluation of assets, net of tax - (102,746)
Total comprehensive loss for the half year (571,407) (920,412)
Loss attributable to:
Owners of Queste Communications Ltd (350,458) (547,464)
Non-controlling interest (220,949) (270,202)
(571,407) (817,666)
Total comprehensive loss for the half year is attributable to:
Continuing operations (350,458) (588,706)
Discontinued operations - (102,746)
Owners of Queste Communications Ltd (350,458) (691,452)
Continuing operations (220,949) (270,202)
Discontinued operations - 41,242
Non-controlling interest (220,949) (228,960)
(571,407) (920,412)
Basic and diluted loss per share (cents)attributable to the ordinary equity holders
of the Company 6 (1.29) (2.02)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 31 December 2019

Note 31 Dec 19 30 Jun 19
Current assets $ $
Cash and cash equivalents 361,926 850,739
Financial assets at fair value through profit or loss 7 450,000 450,003
Receivables 88,890 29,720
Other current assets - 7,138
Total current assets 900,816 1,337,600
Non current assets
Receivables 23,521 23,182
Property held for development or resale 9 1,100,000 1,100,000
Investment in Associate entity 10 200,525 477,718
Property, plant and equipment 14,746 16,458
Deferred tax asset - -
Total non current assets 1,338,792 1,617,358
Total assets 2,239,608 2,954,958
Current liabilities
Payables 224,929 374,852
Provisions 157,462 151,482
Total current liabilities 382,391 526,334
Non current liabilities
Deferred tax liability - -
Total non current liabilities - -
Total liabilities 382,391 526,334
Net assets 1,857,217 2,428,624
Equity
Issued capital 6,239,370 6,239,370
Reserves 5,719,863 5,427,285
Accumulated losses (11,130,968) (10,780,510)
Parent interest 828,265 886,145
Non-controlling interest 1,028,952 1,542,479
Total equity 1,857,217 2,428,624

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the half year ended 31 December 2019

Issuedcapital$ Reserves$ Accumulatedlosses$ Noncontrollinginterest$ Total$
Balance at 1 Jul 2018 6,239,370 6,145,896 (10,085,211) 1,583,722 3,883,777
Loss for the half yearProfits reserve transfer -- -(159,223) (547,464)159,223 (270,202)- (817,666)-
Other comprehensive incomeTotal comprehensiveloss for the half year -- (102,746)(261,969) -(388,241) 41,242(228,960) (61,504)(879,170)
Transactions with owners intheir capacity as owners:Transactions with
non-controlling interest - (228,960) - 187,718 (41,242)
Balance at 31 Dec 2018 6,239,370 5,654,967 (10,473,452) 1,542,480 2,963,365
Balance at 1 Jul 2019 6,239,370 5,427,285 (10,780,510) 1,542,479 2,428,624
Loss for the half yearProfits reserve transferOther comprehensive income --- --- (350,458)-- (220,949)-- (571,407)--
Total comprehensiveloss for the year - - (350,458) (220,949) (571,407)
Transactions with owners intheir capacity as owners:Transactions with
non-controlling interest - 292,578 - (292,578) -
Balance at 31 Dec 2019 6,239,370 5,719,863 (11,130,968) 1,028,952 1,857,217

CONSOLIDATED STATEMENT OF CASH FLOWS for the half year ended 31 December 2019

31 Dec 19$ 31 Dec 18$
Cash flows from operating activities
Receipts from customers 109,492 106,445
Dividends received - 108,698
Interest received 2,361 4,395
Payments to suppliers and employees (599,870) (754,313)
Interest paid - (48)
Sale of financial assets at fair value through profit or loss - 82,844
Net cash used in operating activities (488,017) (451,979)
Cash flows from investing activities
Purchase of plant and equipment (796) (2,840)
Proceeds from disposal of agribusiness assets - 1,456,500
Commission from sale of agribusiness assets - (43,500)
Net cash provided by/(used in) investing activities (796) 1,410,160
Cash flows from financing activities
Orion dividends paid - -
Queste off-market share buy-back - -
Net cash used in financing activities - -
Net increase/(decrease) in cash held (488,813) 958,181
Cash and cash equivalents at beginning of financial year 850,739 158,883
Cash and cash equivalents at end of financial half year 361,926 1,117,064

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 34 '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 2019 to the date of this report. The half-year report complies with Australian Accounting Standards – Reduced Disclosure Requirements issued by the Australian Accounting Standards Board.

Basis of Preparation

The financial statements have been prepared on the basis of historical cost, except for the revaluation of certain noncurrent 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 2019.

Amendments to Accounting Standards and new Interpretations that are mandatorily effective for the current reporting period

In the current reporting period, the Consolidated Entity has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are relevant to its operations and effective for the current reporting period.

The following new and revised Standards and Interpretations effective for the current reporting period that are relevant to the Consolidated Entity include:

  • AASB 16 Leases
  • AASB 2017-6 Amendments to Australian Accounting Standards — Prepayment Features with Negative Compensation
  • AASB 2017-7 Amendments to Australian Accounting Standards — Long-term Interests in Associates and Joint Ventures
    • AASB 2018-1 Amendments to Australian Accounting Standards Annual Improvements Cycle 2015-2017 Cycle
  • AASB 2018-2 Amendments to Australian Accounting Standards — Plan Amendment, Curtailment or Settlement [AASB 119]
  • AASB 2018-3 Amendments to Australian Accounting Standards Reduced Disclosure Requirements
  • Interpretation 23 Uncertainty over Income Tax Treatments

Impact on Application

The adoption of the aforementioned standards has not had a quantitatively material impact on the interim financial statements of the Consolidated Entity as at 31 December 2019.

2. REVENUE

The Consolidated Entity's operating loss before income tax includes the following
items of revenue: 31 Dec 19 31 Dec 18
Revenue $ $
Rental revenue 21,992 21,992
Interest revenue 2,361 4,395
24,353 26,387
Other
Net gain on sale of non-current assets - 201,786
24,353 228,173
The Consolidated Entity's operating loss before income tax includes the following
items of expenses:
Share of Associate entity's loss 277,193 458,945
Net loss on financial assets at fair value through profit or loss 3 117,200
Olive grove operations
Depreciation of olive grove assets - 3,566

3. EXPENSES

The Consolidated Entity's operating loss before income tax includes the followingitems of expenses:
Share of Associate entity's loss 277,193 458,945
Net loss on financial assets at fair value through profit or loss 3 117,200
Olive grove operations
Depreciation of olive grove assets - 3,566
Other expenses - 53,193
Land operations 10,562 7,794
Salaries, fees and employee benefits 185,820 245,113
Occupancy expenses 19,796 19,655
Finance expenses 291 660
Corporate expenses
ASX fees 33,373 32,362
Share registry 3,797 6,214
Other corporate expenses 10,490 3,118
Administration expenses
Professional fees 1,518 1,351
Audit fees 14,150 14,150
Legal fees 993 3,646
Depreciation 2,509 2,621
Other administration expenses 35,265 37,278
595,760 1,006,866

4. SEGMENT INFORMATION

31 Dec 19 Investments Olive grove Corporate Total
Segment revenues $ $ $ $
Revenue 21,992 - 2,361 24,353
Other - - - -
Total segment revenues 21,992 - 2,361 24,353
Personnel expenses - - 185,820 185,820
Finance expenses - - 291 291
Administration expenses (3,590) - 55,517 51,927
Depreciation expenses - - 2,509 2,509
Other expenses 287,755 - 67,458 355,213
Total segment loss (262,173) - (309,234) (571,407)
Segment assets
Cash and cash equivalents - - 361,926 361,926
Financial assets 450,000 - - 450,000
Property held for development or resale 1,100,000 - - 1,100,000
Investment in Associate entity 200,525 - - 200,525
Property, plant and equipment - - 14,746 14,746
Other assets - - 112,411 112,411
Total segment assets 1,750,525 - 489,083 2,239,608
31 Dec 18
Segment revenues
Revenue 21,992 - 4,395 26,387
Other - 201,786 - 201,786
Total segment revenues 21,992 201,786 4,395 228,173
Personnel expenses - - 245,113 245,113
Finance expenses - - 664 664
Administration expenses 321 50,863 58,786 109,970
Depreciation expenses - 3,566 2,621 6,187
Other expenses 583,596 2,065 59,268 644,929
Total segment loss (561,925) 145,292 (362,057) (778,690)
30 Jun 19
Segment assets
Cash and cash equivalents - - 850,739 850,739
Financial assets 450,003 - - 450,003
Property held for development or resale 1,100,000 - - 1,100,000
Investment in Associate entity 477,718 - - 477,718
Property, plant and equipment - - 16,458 16,458
Other assets - - 60,040 60,040
Total segment assets 2,027,721 - 927,237 2,954,958

5. DISCOUNTINUED OPERATIONS

On 11 October 2018, the Company completed the sale of its Olive Grove Agribusiness Assets in consideration of $1.45 million cash. Financial information relating to the discontinued operations are as follows:

Financial information relating to the discontinued operation which has been 31 Dec 19 31 Dec 18
incorporated into the Income Statement is as follows: $ $
Revenue - -
Expenses - (56,760)
Loss before income tax - (56,760)
Income tax expense - (38,973)
Loss after income tax - (95,733)
Gain on sale of Olive Grove Agribusiness Assets - 201,786
Income tax - (38,973)
Gain on sale of Olive Grove Agribusiness Assets after tax - 162,813
Reversal of revaluation of assets, net of tax - (102,746)
Net gain on sale of non-current assets - 60,067
The carrying amount of the assets and liabilities of the operation at the date of 31 Dec 19 30 Jun 19
cessation were: $ $
Total assets - 1,403,475
Total liabilities - (5,008,507)
Net liabilities - (3,605,032)
The net cash flows of the operations, which have been incorporated into the 31 Dec 19 31 Dec 18
Cash Flow Statement are as follows: $ $
Net cash used in operating activities - (7,812)
Net cash provided by investing activities - 1,413,000
Effect on cash flows - 1,405,188
Details of sale of operations:
Consideration received in cash 1,456,500
Carrying amount of net assets sold (1,396,433)
Gain on sale of Olive Grove Agribusiness Assets 60,067
Income tax 38,973
99,040
Reversal of revaluation of assets, net of tax 102,746
Net gain on sale of non-current assets 201,786
LOSS PER SHARE 31 Dec 19 31 Dec 18
Basic and diluted loss per share (cents) (1.29) (2.02)
The following represents the loss and weighted average number of shares usedin the loss per share calculations:
Loss after income tax attributable to Owners of Queste Communications Ltd ($) (350,458) (547,464)
Number of shares
Weighted average number of ordinary shares 27,072,332 27,072,332

6. LOSS PER SHARE (continued)

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 earnings/(loss) per share. Diluted earnings/(loss) per share is not calculated as it does not increase the earnings/(loss) per share.

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 31 Dec 19 30 Jun 19
$ $
Listed securities at fair value 450,000 450,003

8. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

Fair value hierarchy

AASB 13 (Fair Value Measurement) 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).
31 Dec 19 Level 1$ Level 2$ Level 3$ Total$
Financial assets at fair value through profit or loss:Listed securities at fair value 450,000 - - 450,000
30 Jun 19Financial assets at fair value through profit or loss:Listed securities at fair value 450,003 - - 450,003

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

(a) Valuation techniques

The fair value of the listed securities traded in active markets is based on closing bid prices at the end of the reporting period. These investments are included in Level 1.

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 3, the land which was valued by an independent qualified valuer (a Certified Practising Valuer and Associate Member of the Australian Property Institute as at 15 June 2017) was sold in October 2018 (Note 5). These assets were valued based on similar assets, location and market conditions or via a Direct Comparison or Comparative Sales Approach. The land value per hectare based on rural land sold in the general location provided a rate which included an allowance for ground water licence.

8. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (continued)

(b) Fair values of other financial assets and liabilities 31 Dec 19 30 Jun 19
$ $
Cash and cash equivalents 361,926 850,739
Receivables 88,890 29,720
450,816 880,459
Payables (224,929) (374,852)
225,887 505,607

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

9. PROPERTY HELD FOR RESALE 31 Dec 19 30 Jun 19
$ $
Property held for development or resale 3,797,339 3,797,339
Revaluation of property (2,697,339) (2,697,339)
1,100,000 1,100,000

Critical accounting judgement and estimate

Property held for development or resale was last valued by an independent qualified valuer (a Certified Practising Valuer and Associate Member of the Australian Property Institute) as at 30 June 2019.

10. INVESTMENT IN ASSOCIATE ENTITY

Carrying Amount
Ownership Interest 30 Jun 19
31 Dec 19 30 Jun 19 $ $
Bentley Capital Limited (ASX:BEL) 28.56% 28.56% 200,525 477,718
Movements in carrying amounts
Opening balance 477,718 1,242,742
Share of net loss after tax (277,193) (662,455)
Dividends received - (102,569)
Closing balance 200,525 477,718
Fair value (at market price on ASX) of investment in Associate entity 869,581 1,630,465
Net asset backing value of investment in Associate entity 1,519,845 1,813,602
10. INVESTMENT IN ASSOCIATE ENTITY (continued) 31 Dec 19 30 Jun 19
$ $
Summarised statement of profit or loss and other comprehensive income
Revenue 75,326 296,380
Expenses (1,104,009) (2,754,789)
Loss before income tax (1,028,683) (2,458,409)
Income tax expense - -
Loss after income tax (1,028,683) (2,458,409)
Other comprehensive income - -
Total comprehensive income (1,028,683) (2,458,409)
Summarised statement of financial position
Current assets 5,964,308 6,694,371
Non-current assets 18,572 22,364
Total assets 5,982,880 6,716,735
Current liabilities 660,657 363,900
Non-current liabilitiesTotal liabilities -660,657 1,929365,829
Net assets 5,322,223 6,350,906

11. RELATED PARTY TRANSACTIONS

(a) Loan from subsidiary

The Company is deemed to have control of Orion Equities Limited (ASX:OEQ) (OEQ) as it holds 59.86% (9,367,653 shares) of Orion's issued capital (30 June 2019: 59.86% and 9,367,653 shares).

OEQ and QUE have entered into a Loan Agreement for OEQ to advance up to $150,000 to QUE. The loan is unsecured and matures on 30 June 2020 and accrues interest at 10% pa. As at Balance Date, $50,000 has been advanced to QUE.

(b) Transactions with Related Parties

During the financial half year there were transactions between the Company, Orion and Associate Entity, Bentley Capital Limited (ASX:BEL), pursuant to shared office and administration expense arrangements. There were no outstanding amounts at the reporting date. The following related party transactions also occurred during the financial half year:

31 Dec 19 31 Dec 18
Bentley Capital Limited $ $
Dividends Received - 108,698

(c) Transactions with key management personnel

During the half year, the Consolidated Entity generated $21,992 rental income from a KMP/close family member of KMP (the KMP being Queste and Orion Director, Farooq Khan), pursuant to a standard form residential tenancy agreement in respect of Property Held for Resale (held by Orion subsidiary, Silver Sands Developments Pty Ltd) (31 Dec 2018: $21,992).

12. 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

Orion 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 tenement (currently a Retention Licence RL 47/7) in Western Australia currently owned by Strike Resources Limited (ASX:SRK). This royalty entitlement stems from Orion's sale of a portfolio of tenements (including the Paulsens East tenement) to Strike in September 2005. For further information in this regard, please refer to the following ASX market announcements: Orion's announcement dated 23 September 2005: CXL Retains a 25% Free Carried Interest in NT Uranium Tenements and Strike's announcement dated 11 August 2008: Acquisition of Outstanding Interests in Berau Coal and Paulsens East Iron Ore Projects. For further background information about the Paulsens East Iron Ore Project, please refer to Strike's ASX market announcements.

13. EVENTS OCCURRING AFTER THE REPORTING PERIOD

No matter or circumstance has arisen since the end of the financial half 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.

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 2019 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,

Farooq Khan Victor Ho

27 February 2020

Chairman Executive Director

SECURITIES INFORMATION as at 31 December 2019

DISTRIBUTION OF LISTED ORDINARY FULLY PAID SHARES

Spread of Holdings Number of Holders Number of Units % of Total Issue Capital
1 - 1,000 17 8,811 0.03%
1,001 - 5,000 44 121,362 0.45%
5,001 - 10,000 58 520,496 1.92%
10,001 - 100,000 86 2,398,667 8.86%
100,001 - and over 21 24,022,996 88.74%
Total 226 27,072,332 100.00%

UNMARKETABLE PARCELS

Spread of Holdings Number of Holders Number of Shares % of Total Issued Capital
1 - 8,064 78 244,520 0.90%
8,065 - over 148 26,827,812 99.10%
TOTAL 226 27,072,332 100.00%

An unmarketable parcel is considered, for the purposes of the above table, to be a shareholding of 8,064 shares or less, being a value of $500 or less in total, based upon the Company's last sale price on ASX as at 31 December 2019 of $0.06 per share.

SUBSTANTIAL SHAREHOLDERS

Substantial Shareholders Registered Shareholder Shareholding TotalShares %VotingPower5
Azhar Chaudhri, Chi Tung Investments Ltd 3,608,956
Chi Tung Investments Limitedand Renmuir Holdings Limited1 Renmuir Holdings Ltd 3,277,780 8,322,737 30.74%
Mr Azhar Chaudhri 1,436,001
Farooq Khanand Associate2 Mr Farooq Khan& Ms Rosanna De Campo 4,921,295 5,344,872 19.74%
Island Australia Pty Ltd 423,577
Geoff Wilsonand Associates3 Dynasty Peak Pty Ltd 4,391,975 4,391,975 16.22%
Fred Woollard andSamuel Terry Asset Management Pty J P Morgan Nominees AustraliaLimited 3,875,568
Ltd ATF Samuel Terry Absolute ReturnFund4 Frederick Raymond Woollard 21,862 3,902,430 14.41%
Rag & Bone Securities Pty Ltd 5,000

Notes:

(1) Based on the substantial shareholding notice filed by Azhar Chaudhri and associates dated 23 October 2017 (updated to reflect current registered shareholdings and percentage voting power).

(2) Based on the Change of Interests of Substantial Holder notice filed by Farooq Khan and associates dated 20 November 2014 and the Change of Director's Interest Notice filed by Farooq Khan dated 10 July 2019 (updated to reflect current registered shareholdings and percentage voting power).

(3) Based on the Change of Interests of Substantial Holder Notice filed by Geoff Wilson and associates dated 14 February 2018.

(4) Based on the Notice of Initial Substantial Holder notice filed by Samuel Terry Asset Management Pty Ltd dated 5 February 2018 (updated to reflect current registered shareholdings and percentage voting power).

(5) Movements of less than 1% in voting power are not required to be disclosed to ASX via an updated 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. Current registered shareholdings have been disclosed (where applicable).

SECURITIES INFORMATION as at 31 December 2019

TOP 20 ORDINARY FULLY PAID SHAREHOLDERS

Rank Shareholder SharesHeld TotalShares % IssuedCapital
1 CHI TUNG INVESTMENTS LTD 3,608,956
MR AZHAR AMIN CHAUDHRI 1,436,001
RENMUIR HOLDINGS LTD 3,277,780
Sub-total 8,322,737 30.74
2 ISLAND AUSTRALIA PTY LTDMR FAROOQ KHAN & MS ROSANNA DE CAMPO 423,577
4,921,295Sub-total 5,344,872 19.74
3 DYNASTY PEAK PTY LTD 4,391,975 16.22
4 MR FREDERICK RAYMOND WOOLLARD 21,862
RAG & BONE SECURITIES PTY LTD 5,000
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 3,875,568
Sub-total 3,902,430 14.41
5 MS ROSANNA DE CAMPO 268,100 0.99
6 GA & AM LEAVER INVESTMENTS PTY LTD 250,600 0.93
7 GLENVIEW SERVICES PTY LTD 250,000 0.92
8 GIBSON KILLER PTY LTD 220,000 0.81
9 MR AYUB KHAN 215,000 0.79
10 MRS AFIA KHAN 215,000 0.79
11 MR SIMON KENNETH CATO & MRS KAYE LOUISE HOPKINS 118,000
ROSEMONT ASSET PTY LTD 75,000
Sub-total 193,000 0.71
12 TOMATO 2 PTY LTD 185,019 0.68
13 MR JOHN CHENG-HSIANG YANG & MS PEGA PING MOK 136,125 0.50
14 MR ANTHONY NEALE KILLER & MRS SANDRA MARIE KILLER 130,000 0.48
15 MR EUGENE RODRIGUEZ 110,000 0.41
16 MRS MARY THERESE CAMILLERI 100,000 0.37
17 MRS LINDA ANN OATES 100,000 0.37
18 DR SIEW NAM UN 87,500 0.32
19 MRS WENDY MARGARET BELL 75,000 0.28
20 MANAR NOMINEES PTY LTD 72,247 0.27
Total 24,569,605 90.73%