Annual Report

2022 - 2023

SSH Group Limited - ACN 140 110 130

ACkNowLedGemeNt of CouNtRy

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SSH Group Limited ACN 140 110 130

SSH Group Ltd recognises the past, present, and future traditional Custodians and elders of this nation. we recognise and value the continuation of the cultural, spiritual, and educational practices of Aboriginal and torres Strait Islander peoples. we acknowledge these peoples’ spiritual relationship with Country and pay our deep respect to Custodians and elders past and present.

Annual Report 2022-2023

Our Purpose

To improve outcomes for Australian projects and communities

Our Values Integrity Care Excellence Service

SSH Group Limited ACN 140 110 130

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Acknowledgement of Country 2
Contents 5
Corporate Directory 6
Chairman’s Letter 8
Managing Director’s Review 10
FY23 Results Commentary 10
Recruitment and Workforce Management Division 12
Machinery Hire Division 14
Fleet Hire Division 16
Four Hills Services Partnership 18
SSH Group Outlook 20
Sustainability 22
Director’s Report 25
General Information 26
Operational and Financial Review 27
Corporate Actions 31
Auditor’s Independance 32
Options 33
Performance Rights 34
Information Relating to Directors 34
Remuneration Report 36
Remuneration Policy 38
Performance-Based Remuneration 39
Historical Performance 40
Voting of Remuneration Report 40
KMP Employment Details 41
Remuneration Expense Details 41
Report Authorisation 45
Auditor’s Declaration 47
Consolidated Financial Statements 51
Profit or Loss 52
Financial Position 53
Changes in Equity 54
Cash Flows 55
Notes to Financial Statements 57
Director’s Declaration 111
Independant Auditor’s Report 113
ASX Additional Information 121
Distribution of Shareholders 123
Largest Shareholders 122
Substantial Shareholders of Ordinary Shares 123
Securities Subject to Escrow 123
Voting Rights 123
Options and Performance Rights 123
Unquoted Securities 124
On-Market Buy-Back 125
Corporate Governance 125
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Annual Report 2022-2023

CoRPoRAte dIReCtoRy

ASX: SSH

COMPANY DIRECTORS

Chairman

Executive Directors Bruce Lane Daniel Cowley-Cooper Stefan Finney

Company Secretary

Matthew Foy

REGISTERED OFFICE

SSH Group Level 2 Limited 10 Ord Street West Perth WA 6005

SSH Group Limited ACN 140 110 130

EXTERNAL AUDITORS

SHARE REGISTRY

SECURITIES EXCHANGE

Level 11 77 St George’s Tce Perth WA 6000

Hall Chadwick

Level 5 191 St George’s Tce Perth WA 6000

Automic Group

Australian Level 40 Securities 152 St George’s Tce Exchange (ASX) Perth WA 6000

Annual Report 2022-2023

CHAIRmAN'S LetteR

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SSH Group Limited ACN 140 110 130

Dear Shareholders,

I am delighted to present the FY23 Annual Report for SSH Group Ltd ( SSH Group , SSH , or Group ).

FY23 has been a pivotal year for the SSH Group as we invested in our transition to higher operating margin businesses and continued to pursue strong growth.

SSH is firmly focused on creating enduring shareholder value, whilst maintaining operational discipline and delivering exceptional service and value to our clients. During the year we incurred significant one-off investment costs across the business which were targeted to support future growth including the startup and incubation of the now profitable Tru Fleet business, establishment of our Four Hills indigenous business partnership, and the restructuring of our people business to create Bridge Resources. These investments have helped to transform SSH and put us in a very strong position to deliver our FY24 objectives.

SSH Group aims to build and acquire quality businesses that are scalable, sustainable, and offer substantial returns on investment. Throughout FY23 our achievements have demonstrated the Group’s ability to deliver on high standards of service to clients and deliver sustainable growth by maximising commercial opportunities.

In line with our FY23 plans we successfully incubated and scaled up Tru Fleet into a profitable fleet hire business from its inception in July 2022. In addition, the Group successfully integrated and transformed KMH, the machinery hire business which we acquired in late FY22.

We also embarked on a program to enhance our service offering to clients by providing a broader portfolio of resource solutions to their projects and operations across our people and equipment hire service lines. This initiative has generated synergies and increased value to both our clients and the Group by leveraging the Group’s capabilities and relationships.

On behalf of the Board, I extend our gratitude for the ongoing support of our stakeholders and in particular our shareholders, staff, clients, and suppliers that has enabled us to successfully deliver in this transformative year. I invite you to read this year’s Annual Report and to celebrate with us our achievements in FY23. We look forward to reporting to you in FY24 on our further successes in delivering lasting and sustainable value for both our investors and the communities we touch.

Warm regards,

Mr. Bruce Lane

Non-Executive Chairman SSH Group Ltd 29 August 2023

Annual Report 2022-2023

mANAGING dIReCtoR'S RevIew

FY23 Results Commentary

Following SSH Group’s listing on the ASX in September 2021, the Group set its sights firmly on expanding higher-margin services and broadening our business scope. In FY23 the Group has delivered robust growth in the Group’s EBITDA, increasing it to $3.34 million and demonstrating our Group’s strength and its ability to transform. This impressive result represents a remarkable improvement of $4.02 million on the previous year’s EBITDA.

During FY23 our strategic shift towards higher-margin services gained full momentum, with SSH Group achieving revenue of $41.1 million. Despite the reduced revenue, the business has successfully transitioned to higher margin services,

resulting in a significantly improved EBITDA margin of 8.1%. This solid financial outcome in turning around a negative EBITDA from the prior year to an FY23 EBITDA of just over $3.34m demonstrates the success in the execution of our strategic transition.

Presently, SSH Group has a total equity position of $6.9 million, translating to an equity-backed share value of $0.11. Our cash and cash equivalent holdings, as of 30 June 2023, is $2.0 million, demonstrating our Use of Funds commitment in SSH’s IPO Prospectus. SSH Group Ltd delivered a positive operating cashflow of $2,854,375 for the FY23.

Group Operations Review

In FY23 the SSH Group expanded its core operations by developing a successful equipment service line by way of machinery and fleet hire, thus complementing its people services. In prior years the Group had been fully focused on its people services which encompassed safety, security, and recruitment, - services that have been central to SSH Group since our IPO. Through the first quarter of FY23 some of the larger workforce management contracts came to their natural completion as expected.

With the ending of previous long-term contracts came the opportunity to move into higher margin recruitment and workforce management contracts and to further

develop our Machinery and Fleet Hire Divisions. FY23 was a transformative year for the Group with the full integration of KMH (Machinery Hire Division), the organic startup of Tru Fleet (Fleet Hire Division), the rebranding and launch of Bridge Resources (Recruitment and Workforce Management Division), and the values-aligned partnership with Aboriginal investment company Four Hills Group to form the Four Hills Services partnership.

The Group incurred significant oneoff expenses for the period related to maximising the opportunity to restructure its cost base due to the reduction of the large workforce contracts. In addition, SSH

SSH Group Limited ACN 140 110 130

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KEY METRICS AND PERFORMANCE
WORK PRIMARY REVENUE EBITDA
FORCE HIRE ASSETS
$41.15 $3.34
415+ 260+
MILLION MILLION
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rationalised its

multiple property leases, incurred holding costs for the startup of the Fleet Hire Division and invested in the startup of the Four Hills Services Indigenous partnership.

SSH Group established a lean corporate function to serve as the nexus of strategy, governance, treasury, and corporate services for its operating divisions. The realigned parent company’s role as a holding company of quality businesses has enhanced the flexibility and strategic decision-making

across the operating divisions whilst providing support through shared corporate expertise.

Every division now holds real potential for growth through the provision of specialised service offerings to clients operating in the construction, resource, and energy market sectors.

FY23 Results Summary

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Gross Margin % EBITDA $
4.0m
50%
3.0m
40%
30% 2.0m
$3.3m
1.0m
20%
26% 0m
10%
12% -$0.7m
0% -1.0m
FY22 FY23 FY22 FY23
EBITDA $ Qtr on Qtr
1.5m
1.0m $1.6m
$1.0m
0.5m
$0.6m
0m $0.2m
Q1 Q2 Q3 Q4
Annual Report 2022-2023
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RECRUITMENT AND WORFORCE MANAGEMENT DIVISION

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Performance Review

Throughout the year, our Recruitment and Workforce Management Division, previously known as SSH Group People, underwent a transformation and successfully relaunched, introducing its new identity:

Bridge Resources Pty Ltd

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This rebranding to Bridge Resources captured the attention of our target market and created enhanced brand recognition.

In a bid to optimise operations, we consolidated Bridge Resources and SSH Group Safety ( SSH Safety ) under a single management structure. This initiative streamlined our operations, improved efficiency across the Division, and engaged industry-experienced leaders.

Notably, the Division incurred one-time expenses during this period. These expenses were driven by structural and staff changes in response to the expected cessation of substantial workforce contracts in the first half of the fiscal year.

This prompted a rationalisation of business size and property leases, aligning our resources with current divisional demands. The Division incurred non-recurring one-off restructuring expenses of $838,364.

SSH Group Limited ACN 140 110 130

Additionally, merging several office locations united operating teams under one roof, fostered increased collaboration, and further refined operational processes. The year also marked substantial operational maturity for the Division. We laid the foundation for more

efficient management and standardised processes through a robust operating framework. A seasoned leadership team has been put in place, further fortifying the Division’s prospects. Bringing extensive industry experience, this leadership team is poised to steer the Recruitment and Workforce Management Division into a successful future.

Operational Outlook

Looking ahead to FY24, the Division’s leadership team is assessing current and future industry factors and monitoring client demand.

Based on this assessment, we foresee a steady growth trajectory underpinned by the strong pipeline of projects in the construction, resource, and energy markets. However, we recognise that potential challenges posed by labour

shortages and the strategic recruitment of suitable personnel will still need to be navigated. The Recruitment and Workforce Management Division has achieved operational autonomy and the Division now has the ongoing focus of continuing to drive growth.

Annual Report 2022-2023

MACHINERY HIRE DIVISION

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Performance Review

May 2022 marked a defining milestone for the Group as it concluded the acquisition of Karratha Machinery Hire ( KMH ). The full integration of KMH into our diversified portfolio demonstrates the success of this transaction and illustrates the Group’s ability to successfully integrate acquisitions.

During this period KMH divested several non-core and underutilised assets. While this had a short-term fiscal impact in the postacquisition period, this decision laid the ground for improved financial performance and a clearer strategic direction.

A rebranding initiative was undertaken which modernised KMH’s visual identity and enhanced the brand’s visibility and appeal in the market.

The embedding of KMH into the SSH Group has amplified our market presence and augmented our capabilities, establishing a strong presence to service demand within the machinery hire market and broadening the Group’s offerings.

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Operational excellence took the spotlight as KMH implemented an individual asset monitoring framework across its operations. This framework harnessed both operational and financial data, steering data-driven decision-making, and enriching performance evaluations across its asset portfolio.

SSH Group Limited ACN 140 110 130

In the first-year post-acquisition, KMH achieved a strong EBITDA result which was effectively a 20.7% first-year return on the acquisition investment. This achievement is a testament to the successful integration and operational rigour that the Group applied.

Throughout the process of integrating the KMH business into Group operations, there was a strong, ongoing focus on safety and employee well-being.

Elevating KMH safety standards and risk management frameworks further demonstrates our commitment to nurturing our workforce’s welfare and security.

Operational Outlook

Looking forward to the FY24 period, the KMH leadership team is targeting the increased utilisation of its assets through a greater focus on longer-term hires.

This focus presents the opportunity to improve operational efficiencies and holds the potential to further enhance financial returns.

Given the capital-intensive nature of the Machinery Hire Division there will be continuing emphasis on delivering improved free cash flow as the Division moves forward.

Annual Report 2022-2023

FLEET HIRE DIVISION

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Performance Review

In July 2022 SSH Group launched Tru Fleet Pty Ltd (Tru Fleet), its startup offering of specialised fleet-vehicle hire to construction, civil and resource industry clients.

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This strategic move was tailored to address an identified, substantial, ongoing demand

within the Western Australian vehicle and transport equipment rental sector. Tru Fleet concentrates on delivering top-tier minespecification and civil-specification lightvehicle hire services.

The Division’s success and performance to-date has enabled it to absorb its initial start-up costs in the first half of the financial year (1H23) whilst supporting the growth of its services and offerings.

Tru Fleet delivered substantial gains in the latter half of the financial year (2H23) resulting in a 50% growth in EBITDA for 2H23 and an EBIT improvement of 240% compared to 1H23. We anticipate that Tru Fleet will continue to grow into FY24.

SSH Group Limited ACN 140 110 130

The first year EBITDA achievements translate into an impressive 121% return on the capital that SSH Group Ltd has invested since Tru Fleet’s inception. Furthermore, the Tru Fleet business generated an impressive EBITDA margin of 58% over the 12-month period since launch.

With an expanding footprint across Western Australia, New South Wales, and Queensland, Tru Fleet has attracted a robust client base.

This strong customer demand has also driven Tru Fleet to venture into the light truck market, catering to emerging client demand.

Operational Outlook

As we look forward to the FY24 period, the Tru Fleet team envisions enhanced asset utilisation through long-term contract hire.

Similar to the Machinery Hire Division, the Fleet Hire Division is capital intensive. Thus, the Group’s focus in FY24 is to improve the Division’s debt-to-equity position and free cash flow.

Benefiting from a full year of operations with a significantly expanded fleet, the business is aiming for improved performance compared to FY23.

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Annual Report 2022-2023

FOUR HILLS SERVICES PARTNERSHIP

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Performance Review

In a significant collaboration, SSH Group Ltd and Four Hills Group Pty Ltd joined forces in February 2023 to establish Four Hills Services—a partnership that fuses the strengths and expertise of both entities.

Stronger Together

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&

This strategic alliance is committed to delivering excellence across diverse fronts, including high-calibre fleet and machinery hire, and recruitment and workforce solutions.

wellbeing. These pillars include cultural safety, robust management systems, fostering Aboriginal employment and training, advancing Aboriginal procurement, bolstering Aboriginal business capacity, and nurturing community engagement.

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Central to Four Hills Services’ ethos is the integration of the Aboriginal Economic Participation Standard, proudly developed by Four Hills Group. This Standard is guided by five pillars that encompass the establishment, implementation, review, and enhancement of aboriginal economic

Our Indigenous Partnership embodies the very essence of diversity and inclusivity in business operations. As an embodiment of our commitment to this principle, Four Hills Services has achieved Supply Nation certification - an endorsement of our

SSH Group Limited ACN 140 110 130

dedication to uplifting indigenous businesses.

Rapid strides were made in the initial stages of this venture. Within eight weeks of operation, Four Hills Services generated substantial revenue. SSH

invested $134,757 in the partnership during FY23, and this investment has in turn benefited SSH as Four Hills Services has supported the SSH’s growth in FY23.

This financial commitment has delivered self-sustaining capabilities and is not expected to require further capital investment from SSH Group.

Operational Outlook

Looking ahead to the FY24 period, the Four Hills Partnership envisages continuing growth - firmly rooted by the strong demand of Four Hills specialised services.

With the partnership’s operational and financial autonomy now established, our focus will intensify on building capital reserves within the partnership. This will be vital for facilitating future pathways and growth opportunities.These growth opportunities are expected to

encompass not only the evolution of existing service lines but also the exploration of novel service domains. Expansion may extend beyond the current core offerings of SSH Group’s existing portfolio of services.

Annual Report 2022-2023

SSH GROUP OUTLOOK

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FY24 Group Outlook

Elevating shareholder value remains a central pursuit at the forefront of SSH Group’s Board and leadership agenda. The Group’s strategy is to continue to focus on its core business units in its primary market segments of construction, resources, and energy, whilst maximising strategic opportunities for quality businesses that are scalable, profitable and provide strong shareholder value.

The Group will continue to build and acquire exceptional businesses within growth markets. We will remain disciplined in our capital management with a focus on financial performance.

restructure and is ready for growth, whilst ensuring focus on efficient working capital and growing EBIT.

The Machinery and Fleet Hire Divisions will be managed with the goals of becoming free cashflow positive, lowered net debt to EBITDA, and maximised return on capital.

In alignment with our strategy, we are forging a complementary portfolio of services. We believe that a synergistic blend of service offerings delivers a competitive edge—enabling us to cater to an array of client needs and unlocking cross-selling opportunities spanning sectors, projects, and clients.

The Recruitment and Workforce Management Division has gone through a

SSH Group Limited ACN 140 110 130

Our pursuit of excellence extends to a rigorous capital management approach. Anchored in a strategic vision, we are focused on enhancing the return on invested capital across our divisions, optimising debt and ensuring strong free cash flows to enable further expansion within the Group.

The Group will continue to review its capital management approach with an ongoing commitment to creating shareholder value.

In our drive to build shareholder value, we are striving for diversification to manage risks in our target markets and to realise the value inherent in diversified service offerings spanning both capital-light and capitalintensive enterprises.

The significant expansion of borrowings during FY23 will be managed appropriately, with debt reduction strategies as a key focus in the short term.,

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Daniel Cowley-Cooper Managing Director SSH Group Ltd 29 August 2023

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Annual Report 2022-2023

SuStAINAbILIty

Sustainability

SSH Group recognizes the importance of corporate sustainability, and that sustainability principles are fundamental to achieving strategic outcomes.

In FY24 SSH Group engaged external ESG expertise to assist in undertaking an assessment of its future sustainability reporting framework, categories, and metrics. This assessment will take into consideration the nature of its operations and sustainability risks.

Environment

It is expected that the Group will be developing a strategy on how it will effectively manage waste and reduce emissions.

Social

As an organisation built upon professional and responsive customer service, the SSH Group is focused on respecting its stakeholders, including but not limited to employees, customers, communities, suppliers and investors.

During FY23, the Group formed a partnership with the Four Hills Group, to create Four Hills Services, focusing on driving direct Aboriginal economic impact.

Four Hills Services is focused on delivering impact to local communities by way of cultural safety, management systems, aboriginal employment and training, aboriginal procurement, and capacity

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SSH Group Limited ACN 140 110 130

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building.

SSH Group also has a very active staff-run Culture Club, which has four focus areas of

Harmony Day staff event;
Blood donation drives; and
Donations to Share the Dignity
Environment;
Community;

Governance

Mental Health; and
Workforce.

In FY23 the Culture Club ran initiatives that promoted the active involvement of staff in

Act of Kindness Day;
Donation of business attire to Shalom House;
Donation of work attire to Wheelchairs for Kids;

The Group also acknowledges that its ongoing efforts to improve corporate governance is critical in ensuring that it adheres to its values of integrity, excellence, service, and care.

The Group has implemented ongoing practices to identify and manage risks and maximise opportunities in the achievement of its strategic goals. In FY24 there will be renewed efforts to further optimise these governance practices

Annual Report 2022-2023

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SSH Group Limited - ACN 140 110 130

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Director’s Report

2022 - 2023

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DIRECTOR’S REPORT

The Directors present their Report on the Consolidated Entity (referred to herein as the Company and or Group ) consisting of SSH Group Limited and its controlled entities for the financial year ended 30 June 2023.

The information in the following operational and financial review forms part of and is to be read in conjunction with this Directors’ Report for the financial year ended 30 June 2023.

GENERAL INFORMATION

Directors

The following persons were Directors of SSH Group Limited during the financial year up to the date of this Report:

Bruce Lane	Non-Executive Chairman	(Appointed 8 December 2020)
Daniel Cowley-Cooper	Executive Director	(Appointed 9 September 2021)
Stefan Finney	Executive Director	(Appointed 9 September 2021)

The particulars of each Director’s experience and qualifications are set out in the Section titled “Information Relating to Directors” on page 34 of this Annual Report.

Principal Activities

The principal activities during the year of the entities within the consolidated Group were:

a) The provision of people services covering security and site access services; along with
b) The provision of recruitment services including labour hire and permanent placement services; and
c) The provision of machinery and light vehicles on a dry hire basis.

Dividends Paid or Recommended

There were no dividends paid, recommended, or declared for payment during the financial year.

OPERATIONAL AND FINANCIAL REVIEW

Review of Operations

During the year ended 30 June 2023 the Group continued to focus on its core operating activities of safety, security, and people services, with an expansion into its equipment service line.

Following the acquisition of Karratha Machinery Hire in the prior financial year, a key activity during the year was the integration of the acquired business into the Machinery Hire Division. Furthermore, the Group expanded its equipment service offerings through the development of Tru Fleet, a light-vehicle hire business in its Fleet Hire Division.

There was a restructure in the people service line, with a merger of several divisions into a single Recruitment and Workforce Management Division. The restructure allowed for the realisation of cost efficiencies supported by a streamlined, yet more experienced, management structure.

Revenue for the period was $41,153,039 (30 June 2022: $96,109,938), a decrease of 57%, yet gross margin declined by only 7%, managing to come in at $10,897,456 for the year (30 June 2022: 11,698,387). Gross margin was 26%, an increase of 118% on the gross margin for FY22.

This improvement in the gross margin percentage highlights the increasing quality of contracts and the expansion of the higher margin Machinery and Fleet Hire Divisions.

The revenue contribution from each service line is summarised in Table 1.

Table 1 Revenue Contribution

	2023 Revenue	2023 Gross Margin	2022 Gross Margin	% change on 2023 Gross Margin
People	32,828,377	4,763,535	11,023,343	(57%)
Equipment	8,322,438	6,131,697	675,044	808%
Other	2,224	2,224	-	n/a
Total	41,153,039	10,897,456	11,698,387	(7%)
Gross Margin%		26%	12%	118%

Revenue from the Recruitment and Workforce Management Division has decreased due to the expected natural competition of long-term security services contracts in FY22. Equipment revenue increased significantly in FY23, due to the full year impact of revenue from the FY22 KMH acquisition and the organic startup and growth of Tru Fleet.

The Group’s net loss for 30 June 2023 was $1,299,342 (30 June 2022: loss $2,597,216) whilst earnings before interest, taxes, depreciation, and amortization (EBITDA) was $3,343,639 (30 June 2022: loss $681,845), a substantial turn around on prior year.

The summary of the profit and loss is reconciled in Table 2.

Table 2 Profit and Loss Summary

	2023	2022
Revenue	41,153,039	96,109,938
Gross Profit	10,897,456	11,698,387
Normalised EBITDA	4,182,003	2,316,078
Normalised due to one off entries for the period:
Restructuring and payroll costs	818,993	-
Property Leases	19,371	-
Costs incurred due to IPO / listing	-	2,997,923
EBITDA_1_ NPAT	3,343,639 (1,299,342)	(681,845) (2,597,216)

The 30 June 2023 cash balances of the Group decreased to $2,049,474 (30 June 2022: $5,346,816). Operational cash flows were a positive of $2,853,976 (30 June 2022: outflow $733,384), yet significant expenditure included the payment of $1,687,500 for the cash component of the deferred consideration for the FY22 acquisition.

The Group’s debt profile includes a short-term working capital facility and a business loan that was drawn in the prior year to fund the acquisition of KMH with National Australia Bank Limited. In addition, hire purchase and finance leases to fund the acquisition of vehicles, plant, and equipment is held with National Australia Bank and additional financiers. As of 30 June 2023, all facilities are in term.

Business Strategy

The Group’s strategy is to continue to focus on its core business units in its primary market segments of construction, resource, and energy, whilst maximising strategic opportunities for quality businesses that are scalable, profitable and provide strong shareholder value.

1 The Group reports EBITDA in addition to the Profit After Tax. EBITDA is a financial measure not prescribed by the Australia Accounting Standards (AAS) and represents statutory profit under AAS adjusted for specific non-cash and significant items. The Directors of the Group consider EBITDA to reflect core earnings of the Group.

The Recruitment and Workforce Management Division has gone through a restructure and is ready for growth, whilst ensuring focus on efficient working capital and growing EBIT. The Machinery and Fleet Hire Divisions will be managed with the goals of becoming free cashflow positive, lowered net debt to EBITDA, and maximised return on capital.

The significant expansion of the borrowings in the current year will be managed appropriately, with debt reduction strategies as a key focus in the short term.

Business Risks

Risk management is an inherent part of the Group’s governance framework and management of risk is seen as critical to the Group’s ability to deliver on its strategic objectives. There are several risk factors both specific to the Group and of a general nature which may impact the future operating performance of the Group.

The performance of the Group is also influenced by a variety of different general economic and business conditions, including interest rates, access to debt and capital markets and government policies. Material risks that could adversely affect the company have been identified below, these risks are not listed in order of significance nor are they all encompassing.

Workplace Health and Safety

The Group recognises its responsibility to provide a safe and healthy work environment for all employees and contractors. A failure to adequately address this responsibility could result in serious injury and negatively impact the Group’s reputation and profitability.

Mitigation actions include ongoing induction programs, work site and roles hazard assessments and embedding a safety culture across all business units. A high standard of safety systems, policies and procedures for all business units are maintained overseen by health and safety specialists.

Financial

The Group requires sufficient cashflow to be able to meet is financial obligations as they fall due. The ability of the Group to access cash could be impact by debtor default risk, poor contract/cost management or the withdrawal of financial support from banking parties. The Group also requires access to capital to ensure the Group can meet its future capital asset growth and other funding requirements as and when required.

The inability to access cash could impact the Groups ability to win new work, fund future growth plans and deliver on overall strategic objectives. Mitigation actions include a proactive approach to treasury management, the non-reliance on any one single customer for cashflow generation from operations and an adherence to budget and operating expenditure management.

Access to Resources

The Group’s growth and profitability may be limited by loss of key management or operational personnel, being unable to recruit and retain skilled and experienced staff for its people services or being unable acquire assets for its equipment services. The Group is operating in an environment where competition for people has increased significantly, whilst supply chain disruption limits the availability of new equipment. This restriction on available labour combined with the competitive labour market may lead to higher staff turnover, increased labour costs and lower productivity.

Further, if equipment is unavailable or may be subject to pricing premiums in order to secure appropriate equipment this could affect contract delivery or profit margins. Mitigation actions include the maintenance of a database of staff who have worked for the Group over a number of clients and pricing all contracts with annual CPI and wage inflation escalators. The Group has also developed strong working relationships with a number of equipment suppliers in order to ensure equipment requirements are understood ahead of time and to minimise any potential risk around availability.

Regulatory Compliance

The Group must meet regulatory requirements that are subject to continual reporting and disclosure. Failure by the Group to continuously comply with regulatory requirements or failure to take satisfactory corrective action, could result in enforcement actions. The Group operates in a regulated environment with the potential for significant penalties for non-compliance with applicable laws and regulations.

The Group’s future growth prospects are reliant on its ability to market its services and any regulatory change, event or enforcement action which would restrict those activities, could have a material impact on the Group’s growth and future financial performance. Amendments to current law and regulations governing operations or more stringent implementation of laws and regulations could have an adverse impact on the Group, including increases in expenses, capital expenditure and costs.

Mitigation actions include the monitoring of regulatory and legislative changes that impact the organisation and ensuring the Group is up to date with its compliance obligations.

Use of Funds

As of 30 June 2023, the Company has fulfilled all use of funds commitments outlined in the SSH Group Prospectus and summarised in Table 3.

Table 3 Use of Funds

Table 3 Use of Funds
Use of Funds	Prospectus	Actual expenditure to date
Site Services Holdings Group Operational Expenditure
Retire extended short-term payables	1,105,000	1,105,000
Reduce short-term debt	645,000	645,000
Capital equipment purchases	2,500,000	2,500,000
Site Services Holdings Group Operational Expenditure Sub- Total	2,250,000	2,250,000
Costs of the Offers and Acquisition	637,414	429,000
Working capital	1,806,586	2,015,000
Total Funds Allocated	6,694,000	6,694,000

CORPORATE ACTIONS

Securities out of Escrow

On 10 May 2023, the securities listed in Table 4 were released from ASX escrow.

Table 4 Securities Released from Escrow

Securities	Date Restriction Period Ends
2,496,756 Fully paid ordinary shares	10 May 2023
2,833,332 Unlisted options exercisable at $0.25 exp. 18/02/2024	18 February 2022

Registered Office and Principal Place of Business

On 20 January 2023, the Company advised that it had changed its address to: Level 2 / 10 Ord Street West Perth.

Significant Changes in the State of Affairs

Other than as otherwise detailed in this report there have been no significant changes in the state of affairs of the Company.

Likely Developments and Expected Results

Information on likely developments in the operations of the Group and the expected results of operations have not been included in this Report because the Directors believe it would be likely to result in unreasonable prejudice to the Group.

Subsequent Events

There have been no events following the end of the year that would have a material impact on the financial performance of the Company or its subsidiaries.

Environmental Regulation

The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.

Indemnifying Officers or Auditor

During or since the end of the financial year, the Company has not given an indemnity or entered into an agreement to indemnify the auditor of the Group or any related entity against a liability incurred by the auditor.

During or since the end of the financial year the Group has not paid or agreed to pay insurance premiums to insure the auditor of the Group or any related entity.

Proceedings on Behalf of the Company

No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

Non-Audit Services

There was no provision of any non-audit services during the year.

AUDITOR’S INDEPENDENCE

The lead auditor’s independence declaration for the year ended 30 June 2023 has been received and can be found in the Section titled “Auditors Declaration" on page 36 of this Annual Report.

OPTIONS

The unissued ordinary shares of SSH Group Limited under option at the date of this Report are described in Table 5.

Table 5 Unissued Ordinary Shares Under Option

Grant Date	Date of Expiry	Exercise Price	Number under Option
19 February 2021	18 February 2024	$0.25	5,300,000
9 September 2021	8 September 2024	$0.35	7,000,000
9 September 2021	8 September 2025	$0.35	10,000,000
9 September 2021	18 February 2024	$0.25	2,833,332
			25,133,332

Option holders do not have any rights to participate in any issues of shares or other interests of the Company or any other entity.
There have been no options granted over unissued shares or interests of any controlled entity within the Group during or since the end of the reporting period.
For details of options issued to Directors and Executives as remuneration, refer to Section titled “Remuneration Expense Details” on 41 of this Annual Report.
During the year ended 30 June 2023, no ordinary shares of SSH Group Limited were issued on the exercise of options granted, nor were any further options granted.

PERFORMANCE RIGHTS

The unissued ordinary shares of SSH Group Limited related to Performance Rights at the date of this Report are described in Table 6.

Table 6 Unissued Ordinary Shared Related to Performance Rights

Grant Date	Date of Expiry	Number of Rights
15 September 2021	15 September 2023	650,000
15 September 2021	15 September 2024	350,000
		1,000,000

Performance Rights holders do not have any rights to participate in any issues of shares or other interests of the Company or any other entity.
There have been no further Performance Rights issued by the Group during or since the end of the reporting period.
For details of Performance Rights issued to Directors and Executives as remuneration, refer to the Section titled “Remuneration Expense Details” on 41 of this Annual Report.
During the year ended 30 June 2023, no ordinary shares of SSH Group Limited were issued on the exercise of performance rights granted, nor were any further rights granted.

INFORMATION RELATING TO DIRECTORS

Non-Executive Chairman

Mr Bruce Lane

Qualifications: BCom, MSc, GAICD Appointed Chair in 2020 Experience: Board member since 2020 Interest in Shares 150,000 ordinary shares in and Options: SSH Group Limited Special Responsibilities: Member of the Remuneration Committee Directorships in other listed Current Director of GTI Energy Limited entities during the prior three years:

Executive Directors

Mr Daniel Cowley-Cooper

Experience:

Director since 2021

Interest in Shares and Options: 15,450,000 ordinary shares, and 5,000,000 options over ordinary shares in SSH Group Ltd

Mr Stefan Finney

Experience:

Interest in Shares and Options:

Special Responsibilities:

Director since 2021

5,125,000 ordinary shares and 5,000,000 options over ordinary shares in SSH Group Ltd

Member of the Remuneration Committee

Meetings of Directors

During the financial year, fourteen meetings of Directors (including committees of Directors) were held. The attendances by each Director during the year is detailed in Table 7.

Table 7 Meeting Attendance

Directors’ Meetings Audit Committee Remuneration Committee	Directors’ Meetings Audit Committee Remuneration Committee	Directors’ Meetings Audit Committee Remuneration Committee	Directors’ Meetings Audit Committee Remuneration Committee	Directors’ Meetings Audit Committee Remuneration Committee	Directors’ Meetings Audit Committee Remuneration Committee	Directors’ Meetings Audit Committee Remuneration Committee
	Number eligible to attend	Number attended	Number eligible to attend	Number attended	Number eligible to attend	Number attended
Bruce Lane	11	11	2	2	1	1
Daniel Cowley- Cooper	11	11	2	2	-	-
Stefan Finney	11	11	2	2	1	1

SSH Group Limited - ACN 140 110 130

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Remuneration Report

2022 - 2023

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REMUNERATION REPORT

REMUNERATION POLICY

The Remuneration Policy of SSH Group Limited has been designed to align Key Management Personnel (KMP) objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the Group’s financial results. The Board of SSH Group Limited believes the Remuneration Policy to be appropriate and effective in its ability to attract and retain high-quality KMP to run and manage the Group, as well as create goal congruence between Directors, Executives, and Shareholders.

The Board’s policy for determining the nature and amount of remuneration for KMP of the Group is as follows:

The Remuneration Policy was developed by the Remuneration Committee and approved by the Board after professional advice was sought from external consultants.
All KMP receive a base salary, superannuation, fringe benefits and performance incentives.
Performance incentives are generally only paid once predetermined key performance indicators (KPI’s) have been met.
Incentives paid in the form of options or rights are intended to align the interests of the Directors and Company with those of the shareholders. In this regard, KMP are prohibited from limiting risk attached to those instruments by use of derivatives or other means.
The Remuneration Committee reviews KMP packages annually by reference to the Group’s performance, Executive performance, and comparable information from industry sectors.

The performance of KMP is measured against criteria agreed quarterly with each Executive and is based predominantly on the forecast growth of the Group’s profits and shareholders’ value. All bonuses and incentives must be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses, and options, and can recommend changes to the committee’s recommendations.

Any change must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of Executives and reward them for performance results leading to long-term growth in shareholder wealth. KMP receive, at a minimum, a superannuation guarantee contribution required by the government in addition to the individual’s average weekly ordinary time earnings.

Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to KMP is valued at the cost to the Company and expensed.

The Board’s policy is to remunerate Non-Executive Directors at market rates for time, commitment, and responsibilities. The Remuneration Committee determines payments to the Non-Executive Directors and reviews their remuneration annually based on market practice, duties, and accountability. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is $250,000.

KMP are also entitled and encouraged to participate in the employee share and option arrangements to align Directors’ interests with shareholders’ interests. Options granted under the arrangement do not carry dividend or voting rights. Each option is entitled to be converted into one ordinary share once the interim or final financial report has been disclosed to the public and is measured using the Black-Scholes methodology.

KMP or closely related parties of KMP are prohibited from entering into hedge arrangements that would have the effect of limiting the risk exposure relating to their remuneration. In addition, the Board’s Remuneration Policy prohibits Directors and KMP from using SSH Group Limited shares as collateral in any financial transaction, including margin loan arrangements.

PERFORMANCE-BASED REMUNERATION

KPI’s are set annually, with a certain level of consultation with KMP. The measures are specifically tailored to business areas within which each individual is involved, and business areas over which the individual has a level of control. The KPI’s target business areas that the Board believes hold greater potential for Group expansion and profit, covering financial and non-financial as well as short and long-term goals. The level set for each KPI is based on budgeted figures for the Group and respective industry standards.

Performance in relation to the KPI’s is assessed annually, with bonuses being awarded depending on the number and deemed difficulty of the KPI’s achieved. Following the assessment, the KPI’s are reviewed by the Remuneration Committee considering the desired and actual outcomes, and their efficiency is assessed in relation to the Group’s goals and shareholder wealth, before the KPI’s are set for the following year.

Remuneration Policy and Company Performance

The Remuneration Policy has been tailored to increase goal congruence between shareholders, Directors, and Executives. Two methods have been applied to achieve this aim, the first being a performance-based bonus based on KPI’s, and the second being the issue of longer-term incentives [2] to the Directors and Executives to encourage the alignment of personal and shareholder interests.

2 Options, rights, or shares

The Company believes this policy will be effective in increasing shareholder wealth over the future years.

Performance Conditions Linked to Remuneration

The Group seeks to emphasise reward incentives for results and continued commitment to the Group through the provision of various cash bonus reward schemes, specifically the incorporation of incentive payments based on the achievement of revenue targets, return on equity ratios and continued employment with the Group.

HISTORICAL PERFORMANCE

Table 8 sets out information about the Groups’ earnings and movements in shareholder wealth for the past 2 years up to and including the current financial year.

The historical performance does not include any data before the 2022 financial year, as that was the first year of operations including the Site Services Holdings Group of companies, prior historical performance of SSH Group Limited, share price and trading information does not reflect the current operations or capital structure.

Table 8 Historical Performance

	2023	2022
NPAT $	(1,299,342)	(2,597,216)
Share Price at Year End (cents)	15.0	18.0
Basic EPS (cents)	(0.02)	(0.05)
Total dividends (cents per share)	-	-

VOTING OF REMUNERATION REPORT

At the Company’s AGM in FY23 the Company received 91.44% of votes in favour of the remuneration report.

EMPLOYMENT DETAILS - KEY MANAGEMENT PERSONNEL

Employment details of persons who were, during the financial year, members of KMP of the Group including the proportion of remuneration that was performance and non-performance based is provided in Table 9.

Table 9 KMP Employment Details

Group Key Management Personnel	Position held (as at 30 June 2023) and any change during the Year	Contract Details (Duration and Termination)	Proportions of Elements of Remuneration Related to Performance (Other than Options Issued) Not Related to Performance Non-salary Cash-based Incentives Shares/ Units Fixed Salary/ Fees	Proportions of Elements of Remuneration Related to Performance (Other than Options Issued) Not Related to Performance Non-salary Cash-based Incentives Shares/ Units Fixed Salary/ Fees	Proportions of Elements of Remuneration Related to Performance (Other than Options Issued) Not Related to Performance Non-salary Cash-based Incentives Shares/ Units Fixed Salary/ Fees
Bruce Lane	Non-Executive Chairman	Director Service Agreement	-	-	100%
Daniel Cowley- Cooper	Executive Director (appointed)	Employment Contract	-	-	100%
Stefan Finney	Executive Director (appointed)	Employment Contract	-	-	100%
Matthew Foy	Company Secretary	Consultancy Agreement	-	-	100%
Matthew Thomson	Chief Financial Officer (appointed)	Employment Contract	-	16%	84%

The employment terms and conditions of all KMP are formalised in contracts of employment and/or engagement agreements. Terms of employment require that the executive contracted person be provided with a minimum of 3 months’ notice prior to termination of contract. Termination payments are to be made in accordance with the requirements of the Fair Work provisions.

REMUNERATION EXPENSE DETAILS

The components of the current year and comparative year remuneration expenses for each member of KMP of the Group is detailed in Table 10, all amounts disclosed have been calculated in accordance with Australian Accounting Standards.

Table 10 KMP Remuneration Components

	Table 10 KMP Remuneration Components	Table 10 KMP Remuneration Components	Table 10 KMP Remuneration Components	Table 10 KMP Remuneration Components	Table 10 KMP Remuneration Components	Table 10 KMP Remuneration Components	Table 10 KMP Remuneration Components	Table 10 KMP Remuneration Components	Table 10 KMP Remuneration Components
	Short-Term Benefits Post-employment Benefits Long-Term Benefits Equity-settled Share- based Payments Salary, Fees, and Leave Profit Share and Bonuses Other Superannuation Other Incentive Plans LSL Shares / Units Options/ Rights* $ $ $ $ $ $ $ $ $									Cash-settled Share- based Payments $	Termination Benefits $	Total $
2023
Bruce Lane	56,000	-	-	-	-	-	-	-	-	-	-	56,000
Daniel Cowley-Cooper	307,308	-	32,865	26,250	-	-	-	-	-	-	-	366,423
Stefan Finney	296,731	-	30,301	26,250	-	-	-	-	-	-	-	353,282
Matthew Thomson	231,113	-	23,331	24,150	-	-	-	-	54,712	-	-	333,306
Matthew Foy	39,000	-	-	-	-	-	-	-	-	-	-	39,000
	930,152	-	86,497	76,650	-	-	-	-	54,712	-	-	1,148,011
2022
Bruce Lane	129,800	-	-	-	-	-	-	-	-	-	-	129,800
Daniel Cowley-Cooper	286,859	125,000	29,422	24,519	-	-	-	-	-	-	-	465,800
Stefan Finney	286,859	125,000	29,422	24,519	-	-	-	-	-	-	-	465,800
Matthew Thomson	234,424	69,000	30,576	23,442	-	-	-	-	45,593	-	-	403,035
Matthew Foy	83,000	-	-	-	-	-	-	-	-	-	-	83,000
	1,020,942	319,000	89,420	72,480	-	-	-	-	45,593	-	-	1,547,435

* The fair value of performance rights are amortised over the vesting period

Securities Received that are not Performance-Related

No members of KMP are entitled to receive securities that are not performancebased as part of their remuneration package.

Rights Granted as Remuneration [3]

Table 11 Rights Granted as Remuneration

	Grant Details Issued_4_ Qty Value_5_ $ $ /Right	Grant Details Issued_4_ Qty Value_5_ $ $ /Right	Grant Details Issued_4_ Qty Value_5_ $ $ /Right	Grant Details Issued_4_ Qty Value_5_ $ $ /Right	Exercised Qty Value $	Exercised Qty Value $	Lapsed Qty	Balance at End of Year Qty
Matthew Thomson Class A	15 Sept 2021	500,000	70,798	0.14	-	-	-	500,000
Matthew Thomson Class B	15 Sept 2021	150,000	18,629	0.12	-	-	-	150,000
Matthew Thomson Class C	15 Sept 2021	350,000	29,996	0.09	-	-	-	350,000
		1,000,000	119,423		-	-	-	1,000,000

KMP Shareholdings

Table 12 KMP Shareholdings

	Balance at Beginning of Year	Granted as Remuneration during the Year	Issued on Exercise of Options during the Year	Other Changes during the Year	Balance at End of Year
Bruce Lane	100,000	-	-	50,000	150,000
Daniel Cowley-Cooper	15,375,000	-	-	75,000	15,450,000
Stefan Finney	5,125,000	-	-	-	5,125,000
Matthew Foy	62,500	-	-	-	62,500
Matthew Thomson	38,604	-	-	19,181	57,785
	20,701,104	-	-	144,181	20,845,285

3 Vesting conditions are linked to the Company's share price and the holder's employment tenure.

4 Class A and Class B performance rights expire within 2 years of issue whilst Class C performance rights expire within 3 years of issue.

5 The fair value of rights granted as remuneration as shown in the above table has been determined in accordance with Australian Accounting Standards and will be recognised as an expense over the relevant vesting period to the extent that conditions necessary for vesting are satisfied. Total recognise for the period ended 30 June 2023 $54,712

KMP Option Holdings

Table 13 KMP Option Holdings

	Balance at Beginning of Year	Granted as Remuneration during the Year	Issued on Exercise of Options during the Year6	Other Changes during the Year	Balance at End of Year
Bruce Lane	-	-	-	-	-
Daniel Cowley-Cooper	5,000,000	-	-	-	5,000,000
Stefan Finney	5,000,000	-	-	-	5,000,000
Matthew Foy	-	-	-	-	-
Matthew Thomson	-	-	-	-	-
	10,000,000	-	-	-	10,000,000

Other Equity-Related KMP Transactions

There have been no other transactions involving equity instruments apart from those described in the tables above relating to options, rights, and shareholdings.

Other Transactions with KMP and / or their Related Parties

There were no other transactions conducted between the Group and KMP or their related parties, apart from those disclosed above relating to equity, compensation, and loans that were conducted other than in accordance with normal employee, customer, or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons.

6 Please refer to Note 26 titled ”Reserves” on page 102 of this Annual Report for the details with respect to the options issued.

REPORT AUTHORISATION

This Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors:

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Director: Daniel Cowley-Cooper Date: 29 August 2023

SSH Group Limited - ACN 140 110 130

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Auditor’s Declaration

2022 - 2023

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AUdiTOR's dEcLARATiON

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SSH Group Limited ACN 140 110 130

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Annual Report 2022-2023

SSH Group Limited - ACN 140 110 130

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Consolidated Financial Statements

2022 - 2023

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CONSOLIDATED FINANCIAL STATEMENTS

PROFIT OR LOSS FOR THE YEAR ENDED 30 JUNE 2023

Table 14 Profit or Loss

Table 14 Profit or	Loss	Loss
	Consolidated Group
Note7	2023	2022
Continuing operations Revenue 2	41,153,039	96,109,938
Cost of sales 3	(30,255,583)	(84,411,551)
Other revenue 2	10,897,456	11,698,387
	450,378	401,449
Other income		-
Expenses Employee Benefits Expense 3	(6,530,479)	(7,471,726)
Administration Costs	(1,052,748)	(2,156,210)
Depreciation and amortisation expense 3	(3,004,587)	(894,944)
Finance costs 3	(1,744,785)	(847,734)
Occupancyexpenses	(420,968)	(186,822)
Impairment of assets 3	(321,625)	30,000
Share Based Payments expense 3	(54,712)	(1,268,615)
Cost of corporate reorganisation on listing 3	-	(1,729,308)
Loss before income tax	(1,782,070)	(2,424,523)
Tax benefit / (expense) 4	482,728	(172,693)
Net loss for theyear	(1,299,342)	(2,597,216)
Net loss attributable to: Owners of the Parent Entity	(1,299,342)	(2,597,216)
Non-controllinginterest	-	-
Earningsper share	(1,299,342)	(2,597,216)

From operations:
Basic earningsper share (cents) 6	(0.02)	(0.05)
Diluted earnings per share (cents) 6	(0.02)	(0.05)

7 The accompanying Notes form part of these financial statements

FINANCIAL POSITION AS AT 30 JUNE 2023

Table 15 Financial Position

Table 15 Financial Position	Table 15 Financial Position	Table 15 Financial Position
Consolidated Group
_Note_8	2023	2022
Assets: Current Assets Cash and Cash Equivalents 7	2,049,474	5,346,816
Trade and Other Receivables 8	5,138,500	10,846,110
Current Tax Asset 18	344,865	-
Other Assets 9	305,726	288,992
Total Current Assets Assets: Non-Current Assets Property,Plant,and Equipment 11	7,838,565 23,463,061	16,481,918 14,864,561
Deferred Tax Assets 12	97,757	116,486
Intangible Assets 13	5,675,514	5,690,191
Other Non-Current Assets 9	193,463	264,463
Investments in Associates 10	134,757	-
Right of Use Assets 14	1,292,554	1,987,523
Total Non-Current Assets	30,857,106	22,923,224
Total Assets	38,695,671	39,405,142
Liabilities: Current Liabilities Trade and Other Payables 15	3,349,056	6,658,848
Other Current Liabilities 16	-	2,250,000
Lease Liabilities 17	4,302,680	2,903,819
Borrowings 17	3,485,410	5,839,712
Current Tax Liabilities 18	-	169,919
Provisions 19	295,571	320,747
Total Current Liabilities Liabilities: Non-Current Liabilities Borrowings 17	11,432,717 1,421,000	18,143,045 1,908,200
Lease Liabilities 17	18,901,125	11,746,046
Provisions 19	42,008	22,371
Total Non-Current Liabilities	20,364,133	13,676,617
Total Liabilities	31,796,850	31,819,662
Net Assets	6,898,821	7,585,480
Equity Issued capital 20	8,437,674	7,879,703
Reserves 26	2,021,540	1,966,828
Retained earnings	(3,560,393)	(2,261,051)
Total Equity	6,898,821	7,585,480

8 The accompanying Notes form part of these financial statements

CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2023

Table 16 Changes in Equity

	Issued Equity/ Capital	Share-Based Payments Reserve	Trust Profits Reserve	Retained Earnings	Total Equity
_Note_9	$	$	$	$	$
Balance at 1 July 2021	100	-	36,761	336,165	373,026
Comprehensive income
Profit for the year	-	-	-	(2,597,216)	(2,597,216)
Total comprehensive income for the year	-	-	-	(2,597,216)	(2,597,216)
Transactions with owners, in their capacity as owners, and other transfers:
Shares for Initial Public Offering	6,250,000	-	-	-	6,250,000
Capital raising costs	(1,149,752)		-	-	(1,149,752)
Shares issued for acquisitions	2,779,355	-	-	-	2,779,355
Options issued during the period	-	1,884,474			1,884,474
Performance rights issued duringtheperiod	-	45,593			45,593
Balance at 30 June 2022 Balance at 1 July 2022	7,879,703 7,879,703	1,930,067 1,930,067	36,761 36,761	(2,261,051) (2,261,051)	7,585,480 7,585,480
Comprehensive income
Loss for the year	-	-	-	(1,299,342)	(1,299,342)
Total comprehensive income for the year	-	-	-	(1,299,342)	(1,299,342)
Transactions with owners, in their capacity as owners, and other transfers:
Shares issued for acquisitions (net of share issued costs)	557,971	-	-	-	557,971
Fair value of performance rights issued during prior period	-	54,712	-	-	54,712
Balance at 30 June 2023	8,437,674	1,984,779	36,761	(3,560,393)	6,898,821

9 The accompanying Notes form part of these financial statements

CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2023

Table 17 Cash Flows

		Consolidated Group	Consolidated Group
	_Note_10	2023	2022
Cash Flows from Operating Activities Receipts from customers		51,540,159	105,695,059
Payments to suppliers and employees		(46,958,331)	(105,933,938)
Other revenue received		31,010	384,754
Interest received		2,156	1,058
Finance costs		(1,747,692)	(847,376)
Income tax paid		(13,326)	(32,941)
Net cash generated by operating activities	22	2,853,976	(733,384)
Cash Flows from Investing Activities Proceeds from disposal of property, plant, and equipment		3,992,635	402,800
Purchase of property, plant, and equipment		(14,447,353)	(15,496,948)
Purchase of business as a going concern		(1,687,500)	(1,955,620)
Purchase of other non-current assets		(134,757)	(7,100)
Recognition of cash balances acquired on acquisition		-	268,953
Net cash (used in)/generated by investing activities		(12,276,975)	(16,787,915)
Cash Flows from Financing Activities Proceeds from issue of shares		-	6,250,000
Payment of capital raising / share issue costs		(4,529)	(445,889)
Proceeds from borrowings other		15,398,995	17,255,609
Repayment of borrowings other		(9,268,809)	(353,525)
Net cash provided by/ (used in) financing activities		6,125,657	22,706,195
Net increase in cash and cash equivalents		(3,297,342)	5,184,896
Cash and cash equivalents at the beginning of financialyear		5,346,816	161,920
Cash and cash equivalents at the end of financial year	7	2,049,474	5,346,816

10 The accompanying Notes form part of these financial statements

SSH Group Limited - ACN 140 110 130

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Notes to Financial Statements

2022 - 2023

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NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated Financial Statements and Notes represent those of SSH Group Limited and Controlled Entities (the Consolidated Group, Company, or Group).

The separate Financial Statements of the Parent Entity, SSH Group Limited, have not been presented within this Financial Report as permitted by the Corporations Act 2001

Adoption of New / Amended Standards and Interpretations

The Group has adopted all the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period.

Basis Of Preparation

This general purpose consolidated financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards, and Interpretations of the Australian Accounting Standards Board, and in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise.

Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets, and financial liabilities.

A. Principles of Consolidation

The consolidated financial statements incorporate all the assets, liabilities, and results of the SSH Group Limited and all of the subsidiaries [11] . Subsidiaries are entities the Company controls [12] . The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and could affect those returns through its power over the entity.

11 Including any structured entities

12 A list of the subsidiaries is provided in Note 28 titled Subsidiaries and Associates” on page 109 of this Annual Report

The assets, liabilities, and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable either directly or indirectly to the Group are presented as “non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets.

Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss, and each component of other comprehensive income. Noncontrolling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.

B. Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control.

The business combination will be accounted for from the date that control is obtained, whereby the fair value of the identifiable assets acquired, and liabilities [13] assumed is recognised [14] .

When measuring the consideration being transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

13 Including contingent liabilities

14 Subject to certain limited exemptions

The Company completed the legal acquisition of the Site Services Holdings Group, comprising of Site Services Holdings Pty Ltd, Complete Workforce Australia Pty Ltd and Site Services Holdings Trust (SSH Group (WA) Pty Ltd as trustee company), on 9 September 2021.

SSH Group (WA) Pty Ltd as trustee for the Site Services Holdings Trust was deemed to be the acquirer for accounting purposes as it has obtained control over the operations of the legal acquirer, SSH Group Limited. Accordingly, the consolidated financial statements of SSH Group Limited have been prepared as a continuation of the financial statements of the Site Services Holdings Trust.

The Site Services Holdings Trust has accounted for the acquisition of SSH Group Limited, Complete Workforce Australia Pty Ltd and Site Services Holdings Pty Ltd from 9 September 2021.

The impact of the reverse acquisition accounted for in the prior year was as follows:

a) The consolidated statement of profit and loss and other comprehensive income for the period comprises 12 months of Site Services Holdings Trust and 294 days of the entities acquired as described in Note 1.B titled “Business Combinations”.
b) The consolidated statement of financial position as of 30 June 2022 represents both SSH Group Limited and Site Services Holdings Group.

The consolidated statement of changes in equity for the period comprises Site Services Holdings Trust balance as of 1 July 2021, its profit for the period and transactions with equity holders for 12 months. It also comprises the loss and transactions with equity holders for the 294 days for the entities acquired. The number of shares on issue at the end of the period represent those of SSH Group Limited only.

The consolidated statement of cash flows for the prior period comprises the cash balance of Site Services Holdings Trust as of 1 July 2021, the cash transactions for the 12 months of Site Services Holdings Trust, the cash balances acquired, and the cash transactions for 294 days of the entities acquired.

C. Going Concern

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

The Company incurred a loss after tax of $1,299,342, this loss is after the restructure of the Recruitment and Workforce Management Division in the first quarter FY23 and the establishment of Tru Fleet as part of the Fleet Hire Division, both which incurred one off non-recurring costs (2022: loss after tax $2,597,216) .

The Company generated net cash inflows from operating activities of $2,853,976 (2022: outflows of $733,384) .

The Group’s working capital deficit as at balance date was $3,594,152 (2022: $1,661,127) . However, in monitoring its working capital, the Group excludes the current portion of hire purchase liabilities in its Fleet Hire Division from the working capital calculations, this equates to a working capital surplus of $266,300 (2022: $733,384) . These liabilities are supported by non-current on hire assets, including light vehicles and machinery totalling $23,154,250, these assets generate income on monthly basis under contracts, such revenue when received (but not recorded as of 30 June 2023) enables these entities to meet their debt repayment obligations.

The Directors have prepared a cash flow forecast which indicates that the Group will have sufficient cash flows to meet commitments and working capital requirements for the twelve-month period from the date of signing this Financial Report.

The ability of the Group to continue as a going concern is principally dependent on:

The Group generating net cash inflows from operations and managing its working capital in the ordinary course of business; and
The Group remaining compliant with all terms of its debt facilities and not breaching the terms of its borrowing facilities.

Based on the cash flow forecast and other factors referred to above, the Directors are satisfied that going concern basis of preparation is appropriate.

Should the Group be unable to achieve the above or raise funds from other debt or equity sources it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. These conditions indicate a material uncertainty that may cast significant doubt about the ability of the Group to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or to the amount and classification of liabilities that might result should the Group be unable to continue as a going concern and meet its debts as and when they fall due.

D. Goodwill

Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of the following over the acquisition date fair value of any identifiable assets acquired and liabilities assumed:

The consideration transferred at fair value;
Any non-controlling interest (determined under either the fair value or proportionate interest method); and
The acquisition date fair value of any previously held equity interest.

The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements.

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the noncontrolling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between:

The aggregate of the fair value of the consideration received and the fair value of any retained interest; and
The previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests.

All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary [15] .

The fair value of any investment retained in the former subsidiary at the date when control is lost, is regarded as the fair value on initial recognition for subsequent accounting under AASB 139: Financial Instruments: Recognition and Measurement, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest's proportionate share of the subsidiary's identifiable net assets (proportionate interest method).

In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective Note to the Financial Statements disclosing the business combination.

Under the full goodwill method, the fair value of the non-controlling interest is determined using valuation techniques which make the maximum use of market information where available. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.

15 i.e., reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable Accounting Standards

Goodwill is tested for impairment annually and is allocated to the Group's cashgenerating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored and not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of.

Changes in the ownership interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions and do not affect the carrying amounts of goodwill.

E. Income Tax

The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current income tax expense charged to profit or loss is the tax payable on taxable income for the current period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority using tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss or arising from a business combination.

A deferred tax liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from:

a) The initial recognition of goodwill; or
b) The initial recognition of an asset or liability in a transaction which:
i. Is not a business combination; and
ii. At the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or when the liability is settled, and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

With respect to non-depreciable items of property, plant, and equipment measured at fair value, and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale.

When an investment property that is depreciable is held by the entity in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised, unless the deferred tax asset relating to temporary differences arises from the initial recognition of an asset or liability in a transaction that:

Is not a business combination; and
At the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled, and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of setoff exists, and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur.

Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

To the extent that uncertainty exists as it relates to the acceptability by a taxing authority of the Company’s tax treatments, the Company estimates the probability of acceptance by the taxing authority and, where acceptance is not probable, recognises the expected value of the uncertainty in either income tax expense or other comprehensive income, as appropriate.

TAX CONSOLIDATION

The Company and its wholly owned Australian resident entities have formed a tax-consolidated Group and are therefore taxed as a single entity from that date. The head entity within the tax-consolidated Group is SSH Group Limited. The members of the tax-consolidated Group are identified in Note 28 titled “Subsidiaries and Associates” on page 109 of this Annual Report.

Tax expense/income, deferred tax liabilities, and deferred tax assets arising from temporary differences of the members of the tax-consolidated Group are recognised in the separate financial statements of the members of the taxconsolidated Group using the “separate taxpayer within group” approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation.

Current tax liabilities and assets, and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated Group are recognised by the Company (as head entity in the tax-consolidated Group).

F. Fair Value of Assets and Liabilities

The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard.

Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly [16] transaction between independent, knowledgeable, and willing market participants at the measurement date.

As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

To the extent possible, market information is extracted from either the principal market for the asset or liability [17] or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period [18] . For non-financial assets, the fair value measurement also considers a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity’s own equity instruments, excluding those related to share-based payment arrangements, may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective Note to the Financial Statements.

G. Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour, and an appropriate proportion of variable and fixed overheads. Overheads are applied based on normal operating capacity. Costs are assigned based on weighted average costs.

16 i.e., unforced

17 i.e., the market with the greatest volume and level of activity for the asset or liability

18 i.e., the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after considering transaction costs and transport costs.

H. Property, Plant, and Equipment

Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.

PLANT AND EQUIPMENT

Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised. A formal assessment of recoverable amount is made when impairment indicators are present [19] .

The carrying amount of plant and equipment is reviewed annually by Directors to ensure it does not exceed the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the Consolidated Group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred.

I. Depreciation

The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a diminishing value basis over the asset’s useful life to the Consolidated Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired term of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets, based on expected useful lives, are detailed in Table 18.

19 For details of impairment, refer to Note 1.L titled “Impairment of Assets” on page 69 of this Annual Report

Table 18 Depreciation Rates

Class of Fixed Asset	Depreciation Rate
Leasehold improvements	3-5years
Plant and Equipment	3-10years
Motor Vehicles	3-5years
Computer Equipment	1-3 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise. Gains shall not be classified as revenue. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings.

J. Leases

THE GROUP AS LESSEE

At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use asset and a corresponding lease liability is recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases [20] and leases of low value assets are recognised as an operating expense on a straight-line basis over the term of the lease.

Initially the lease liability is measured at the present value of the lease payments still to be paid at commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate. Lease payments included in the measurement of the lease liability are as follows:

Fixed lease payments less any lease incentives;
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
The amounts expected to be payable by the lessee under residual value guarantees;
The exercise price of purchase options if the lessee is reasonably certain to exercise the options;
Lease payments under extension options if lessee is reasonably certain to exercise the options; and

20 Lease with remaining lease term of twelve months or less

Payments of penalties for terminating the lease if the lease term reflects the exercise of an option to terminate the lease.

The right-of-use assets comprise the initial measurement of the corresponding lease liability as mentioned above, any lease payments made at or before the commencement date as well as any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the lease term or useful life of the underlying asset whichever is the shortest. Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group anticipates exercising a purchase option, the specific asset is depreciated over the useful life of the underlying asset.

K. Financial Instruments

INITIAL RECOGNITION AND MEASUREMENT

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset [21] .

Financial instruments, except for trade receivables, are initially measured at fair value plus transaction costs, except where the instrument is classified "at fair value through profit or loss", in which case transaction costs are expensed to profit or loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing component or if the practical expedient was applied.

CLASSIFICATION AND SUBSEQUENT MEASUREMENT

Financial Liabilities.

Financial instruments are subsequently measured at amortised cost or fair value through profit or loss. A financial liability is measured at fair value through profit and loss if the financial liability is:

A contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies;
Held for trading; or
Initially designated as at fair value through profit or loss.

21 i.e., trade date accounting is adopted.

All other financial liabilities are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense in profit or loss over the relevant period. The effective interest rate is the internal rate of return of the financial asset or liability. That is, it is the rate that exactly discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at initial recognition.

A financial liability is held for trading if it is:

Incurred for the purpose of repurchasing or repaying in the near term;
Part of a portfolio where there is an actual pattern of short-term profit taking; or
A derivative financial instrument (except for a derivative that is in a financial guarantee contract or a derivative that is in an effective hedging relationships).

Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship are recognised in profit or loss.

The change in fair value of the financial liability attributable to changes in the issuer's credit risk is taken to other comprehensive income and are not subsequently reclassified to profit or loss. Instead, they are transferred to retained earnings upon derecognition of the financial liability. If taking the change in credit risk in other comprehensive income enlarges or creates an accounting mismatch, then these gains or losses should be taken to profit or loss rather than other comprehensive income. A financial liability cannot be reclassified.

L. Impairment of Assets

At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or joint ventures deemed to be out of preacquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount.

Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard, for example in accordance with the revaluation model in AASB 116: Property, Plant and Equipment. Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use.

When an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

M. Intangible Assets other than Goodwill

WEBSITE DEVELOPMENT

Development costs are recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and any impairment losses. The websites have an estimated useful life of between one and three years. It is assessed annually for impairment.

N. Employee Benefits

SHORT-TERM EMPLOYEE BENEFITS

Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits other than termination benefits, which are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related service, including wages, salaries, and sick leave. Short-term employee benefits are measured at the undiscounted amounts expected to be paid when the obligation is settled.

The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as part of current trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual leave and long service leave entitlements are recognised as provisions in the statement of financial position.

OTHER LONG-TERM EMPLOYEE BENEFITS

Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within twelve months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees.

Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur.

The Group’s obligations for long-term employee benefits are presented as noncurrent provisions in its statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least twelve months after the end of the reporting period, in which case the obligations are presented as current provisions.

O. Provisions

Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, for which it is probable that there will be a resulting outflow of economic benefits, and that outflow can be reliably measured.

Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.

P. Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits available on demand with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are reported within borrowings in current liabilities on the statement of financial position.

Q. Revenue and Other Income

REVENUE RECOGNITION

Revenue from Contracts with Customers

Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer.

For each contract with a customer, the Group:

Identifies the contract with a customer;
Identifies the performance obligations in the contract;
Determines the transaction price which takes into account estimates of variable consideration and the time value of money;
Allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and

Recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.

The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.

Sale of Goods

Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is generally at the time of delivery.

Rendering of Services

Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed price or an hourly rate.

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other Revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

R. Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction, or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

S. Goods and Services Tax (GST)

Revenues, expenses, and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

T. Government Grants

Government grants are recognised at fair value where there is reasonable assurance that the grant will be received, and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs it is compensating. Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful life of the asset on a straight-line basis.

U. Earnings Per Share and Unit

At the end of the period the Group has 26,133,332 unissued shares under options and performance rights (30 June 2022: 26,133,332) . The Group does not report diluted Earnings Per Share (EPS) on losses generated by the Group. During the period, the Group’s unissued shares under options and performance rights were anti-dilutive.

The equity structure in these consolidated financial statements following the reverse acquisition reflects the equity structure of SSH Group Limited, being the legal acquirer (the accounting acquiree for reverse takeover is Site Services Holdings Trust), including the equity interests issued by SSH Group Limited to affect the business combination.

In calculating the weighted average number of ordinary shares outstanding (the denominator of the EPS calculation) for the period ended 30 June 2023, the number of ordinary shares outstanding for the period ended 30 June 2023 shall be the actual number of ordinary shares of SSH Group Limited outstanding during that period.

The basic EPS for the period ended 30 June 2023 shall be calculated by dividing the profit of loss of the Group attributable to ordinary Shareholders in each of those periods by the Group’s historical weighted average number of ordinary shares outstanding.

For the comparative period, basic and diluted earnings per unit is calculated by dividing the profit attributable to the unitholders of Site Services Holdings Group,

excluding any costs of servicing equity other than ordinary units, by the weighted average number of ordinary shares outstanding during the financial year based on shares issued for the reverse acquisition that occurred in the current period.

V. Investments in Associates and Joint Ventures

Associates are those entities over which the Group is able to exert significant influence, but which are not subsidiaries.

A joint venture is an arrangement that the Group controls jointly with one or more other investors, and over which the Group has rights to a share of the arrangement’s net assets rather than direct rights to underlying assets and obligations for underlying liabilities. A joint arrangement in which the Group has direct rights to underlying assets and obligations for underlying liabilities is classified as a joint operation.

Investments in associates and joint ventures are accounted for using the equity method. Interests in joint operations are accounted for by recognising the Group’s assets (including its share of any assets held jointly), its liabilities (including its share of any liabilities incurred jointly), its revenue from the sale of its share of the output arising from the joint operation, its share of the revenue from the sale of the output by the joint operation and its expenses (including its share of any expenses incurred jointly).

Any goodwill or fair value adjustment attributable to the Group’s share in the associate or joint venture is not recognised separately and is included in the amount recognised as investment.

The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group.

Unrealised gains and losses on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment.

W. Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where the Group retrospectively applies an accounting policy, makes a retrospective restatement, or reclassifies items in its financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statements is presented.

X. Critical Accounting Estimates and Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue, and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances.

The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective Notes) within the next financial year are discussed below.

SHARE-BASED PAYMENT TRANSACTIONS

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or BlackScholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

ALLOWANCE FOR EXPECTED CREDIT LOSSES

The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience and historical collection rates.

FAIR VALUE MEASUREMENT HIERARCHY

The Group is required to classify all assets and liabilities, measured at fair value, using a three-level hierarchy based on the lowest level of input that is significant to the entire fair value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
Level 3: Unobservable inputs for the asset or liability.

Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective.

GOODWILL AND OTHER INDEFINITE-LIFE INTANGIBLE ASSETS

The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in Note 1 titled “Summary of Significant Accounting Policies” on page 58 of this Annual Report. The recoverable amounts of cashgenerating units have been determined based on value-in-use calculations.

These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.

IMPAIRMENT OF NON-FINANCIAL ASSETS OTHER THAN GOODWILL AND OTHER INDEFINITE-LIFE INTANGIBLE ASSETS

The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-inuse calculations, which incorporate a number of key estimates and assumptions.

INCOME TAX

The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain.

The Group recognises liabilities for anticipated tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

RECOVERY OF DEFERRED TAX ASSETS

Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

EMPLOYEE BENEFITS PROVISION

As discussed in Note 1 titled “Summary of Significant Accounting Policies” on page 58 of this Annual Report, the liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present

value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

NOTE 2. REVENUE AND OTHER INCOME

Table 19 Revenue and Other Income

Table 19 Revenue and Other Income
Note_22_	2023	2022
Sources of revenue Review from agreements with customers	41,153,039	96,109,938
Total revenue Other income Subsidies and grants	41,153,039 -	96,109,938 171,360
Interest Received	2,156	1,058
Gain on disposal of property, plant, and equipment	170,967	15,636
Insurance/debtor recoveries	246,245	183,550
Other income	31,010	29,844
	450,378	401,448
	41,603,417	96,511,386

22 The accompanying Notes form part of these financial statements

NOTE 3. PROFIT FOR THE YEAR

Table 20 Profit for the Year

Table 20 Profit for the Year
Profit before income tax from continuing operations includes the following specific expenses: Note_23_	Consolidated Group 2023 2022
a. Expenses Cost of sales	30,255,583	84,411,551
Interest expense on financial liabilities not classified as at fair value throughprofit or loss:
- interest on borrowings	1,604,945	793,397
- finance charges on right of use assets	104,783	53,797
- borrowing costs amortised	35,057	-
Total finance cost Employee benefits expense:	1,744,785 6,530,479	847,734 7,471,726
Depreciation expense - assets	2,498,486	645,341
Depreciation expense – right of use assets	488,020	245,215
Amortisation of intangibles	18,081	4,388
Impairment of receivables and assets	321,625	-
Recovery of credit loss provision b. Significant Revenue and Expenses The following significant revenue and expense items are relevant in explaining the financial performance:	-	(30,000)
- Recognition of cost of options and performance rights issued as part of the Initial Public Offer	54,712	1,268,615
- Costs to reflect the accounting treatment of the reverse acquisition of SSH Group Limited	-	1,729,308

23 The accompanying Notes form part of these financial statements

NOTE 4. TAX EXPENSE

Table 21 Tax Expense

Table 21 Tax Expense
Note_24_	Consolidated Group 2023 2022
a. The components of tax benefit / (expense) comprise: Current tax	501,457	(308,281)
Deferred tax	(18,729)	144,677
Under-provision in respect of prior years	-	(9,089)
b. The prima facie tax on loss from ordinary activities before income tax is reconciled to income tax as follows: Prima facie tax payable on loss from ordinary activities before income tax at 30%	482,728 (534,621)	(172,693) (727,357)
Add tax effect of non-deductible permanent differences - corporate reorganisation costs		518,792
- share based payments expense	16,414	409,206
- entertainment and other differences	(9,693)	(37,037)
Add tax effect of: - timing differences in employee liabilities	6,721 36,631	890,961 42,907
- timing differences on depreciable asset values and assets sold	78,552	46,037
- under-provision for income tax in prior year	-	9,089
Less tax effect of: - timing differences on accrued income and expenses	115,182 (70,010)	98,033 (88,944)
Income tax attributable to entity	(482,728)	172,693
The weighted average effective tax rates are as follows:	27%	32%

24 The accompanying Notes form part of these financial statements

NOTE 5. AUDITOR’S REMUNERATION

Table 22 Auditor's Remuneration

Table 22 Auditor's Remuneration	Table 22 Auditor's Remuneration	Table 22 Auditor's Remuneration
Consolidated Group
	2023	2022
Remuneration of the auditor for: - auditingor reviewingthe financial statements	80,000	74,000
	80,000	74,000

NOTE 6. EARNINGS PER SHARE

Table 23 Earnings Per Share

	Consolidated Group	Consolidated Group
	2023	2022
(Loss) / Profit after income tax	(1,299,342)	(2,597,216)
Weighted average number of ordinary shares outstanding duringtheyear used in calculatingbasic EPS	64,248,040	51,266,366
Basic (loss) /profitper share	(0.02)	(0.05)
Diluted (loss) / profit per share_25_	(0.02)	(0.05)

NOTE 7. CASH AND CASH EQUIVALENTS

Table 24 Cash and Cash Equivalents

Table 24 Cash and Cash Equivalents
Note_26_	Consolidated Group 2023 2022
Cash at bank and on hand	2,049,021	5,346,516
Cash on hand	453	300
Reconciliation of cash Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financialposition as follows:	2,049,474	5,346,816
Cash and cash equivalents	2,049,474	5,346,816
	2,049,474	5,346,816

25 Diluted loss per ordinary share equated to basic loss per ordinary share in the current period because a loss per share is not considered dilutive for the purposes of calculating earnings per share pursuant to AASB 133 “Earnings per Share”

26 The accompanying Notes form part of these financial statements

NOTE 8. TRADE AND OTHER RECEIVABLES

Table 25 Trade and Other Receivables

Table 25 Trade and Other Receivables	Table 25 Trade and Other Receivables	Table 25 Trade and Other Receivables	Table 25 Trade and Other Receivables
Note_27_				Consolidated Group 2023 2022
CURRENT Trade receivables				4,482,858		9,953,787
Accrued income				655,642		816,345
Provision for impairment				-		(61,892)
Total current trade and other receivables NON-CURRENT Other Receivables				5,138,500 -		10,708,240 -
Total non-current trade and other receivables				-		-
Total trade and other receivables				5,138,500		10,708,240
Current >30 days >60 days past due >90 days past due Total 2023 Gross carrying amount 3,286,862 972,929 96,455 126,612 4,482,858 Loss allowing provision - - - - - 3,286,862 972,929 96,455 126,612 4,482,858 2022 Gross carrying amount 7,047,012 2,325,098 279,393 302,285 9,953,787 Loss allowing provision - - - (61,892) (61,892) 7,047,012 2,325,098 279,393 240,393 9,891,896
	Current	>30 days	>60 days past due		>90 days past due		Total
	3,286,862	972,929	96,455		126,612		4,482,858
	-	-	-		-		-
	3,286,862 7,047,012	972,929 2,325,098	96,455 279,393		126,612 302,285		4,482,858 9,953,787
	-	-	-		(61,892)		(61,892)
	7,047,012	2,325,098	279,393		240,393		9,891,896

Credit Risk

The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties. The class of assets described as trade and other receivables is considered to be the main source of credit risk related to the Group.

Where possible the Group will hold Director guarantees to support the issues of credit to counterparties.

27 The accompanying Notes form part of these financial statements

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery; for example, when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier. None of the trade receivables that have been written off are subject to enforcement activities.

Bad Debts of $245,679 were expensed during the year.

NOTE 9. OTHER ASSETS

Table 26 Other Assets

Table 26 Other Assets
Note_28_	Consolidated Group 2023 2022
CURRENT Inventory	21,498	-
Prepayments	268,572	288,992
Other	15,656	-
Total current other assets NON-CURRENT Security deposits	305,726 186,363	288,991 257,363
Other company formation costs	7,100	7,100
Total non-current other assets	193,463	264,463
Total trade and other assets	499,189	553,454

NOTE 10. INVESTMENT IN ASSOCIATES

On 15 February 2023 SSH Group entered into an agreement with Four Hills Group Pty Ltd to launch Four Hills Services Pty Ltd. Four Hills Services will provide a range of services including, plant and equipment hire, commercial fleet vehicle hire, and recruitment and staffing solutions. SSH Group will fund the initial establishment

28 The accompanying Notes form part of these financial statements

and set up costs of Four Hills Services up to 30 June 2023. SSH Group has a 49% interest in Four Hills Services.

The Group’s interest in Four Hills Services is accounted for using equity method in the consolidated financial statements as the Group does not control or have joint control over Four Hills Services.

Summarised financial information of the Group’s share in Four Hills Services is detailed in Table 27

Table 27 Four Hills Services - Group's Share

Table 27 Four Hills Services - Group's Share
	2023 $	2022 $
ASSETS Cash	1,141	-
Trade Receivables and Accruals	83,849	-
Prepayments	13,698	-
Total assets LIABILITIES Trade Creditors and Other Liabilities	98,680 88,185	- -
Borrowings	10,395	-
Total liabilities NET ASSETS (100%)	98,580 100	- -
Group’s Share of Net Assets	49	-
Group investment in establishment and set up costs	134,708	-
Carrying amount of interest in associated entities Revenue	134,757 141,375	- -
Cost of Sales	133,092	-
Administration	8,283	-
Profit / Loss for the period from operations (100%)	-	-
Group’s share of Profit / Loss for the period	-	-

NOTE 11. PROPERTY, PLANT, AND EQUIPMENT

Table 28 Property, Plant, and Equipment

			Consolidated Group	Consolidated Group	Consolidated Group	Consolidated Group	Consolidated Group
			2023			2022
Plant and equipment: At cost			11,749,156			10,834,796
Accumulated depreciation			(1,462,015)			(425,026)
			10,287,141			10,409,770
Motor Vehicles At cost			13,883,989			4,314,194
Accumulated depreciation			(1,016,880)			(171,975)
			12,867,109			4,142,219
Computers and Office Equipment: At cost			480,475			446,717
Accumulated depreciation			(343,225)			(260,268)
			137,250			186,449
Leasehold improvements: At cost			208,348			129,209
Accumulated amortisation			(36,787)			(3,086)
Total property, plant, and equipment			171,561			126,123
			23,463,061			14,864,561

Consolidated Group:	Plant and Equipment	Motor Vehicles		Computers and Office Equipment	Leasehold Improvements		Total
Balance at 1 July 2022	10,409,770	4,142,219		186,449	126,123		14,864,561
Additions	2,119,681	12,194,863		53,193	79,616		14,447,353
Disposals	(960,044)	(2,384,562)		(16,360)	(434)		(3,361,400)
Depreciation expense	(1,282,266)	(1,085,411)		(86,032)	(33,744)		(2,487,453)
Balance at 30 June 2023	10,287,141	12,867,109		137,250	171,561		23,463,061
Balance at 1 July 2021	32,970	262,555		2,182	454		298,161
Additions	153,224	4,542,277		168,828	128,731		4,993,060
Disposals	(11,332)	(427,333)		-	-		(438,665)
Acquisitions through business combinations	10,525,004	22,814		109,528	-		10,657,346
Depreciation expense	(290,096)	(258,094)		(94,089)	(3,062)		(645,341)
Balance at 30 June 2022	10,409,770	4,142,219		186,449	126,123		14,864,561

NOTE 12. DEFERRED TAX ASSETS

Table 29 Deferred Tax Assets

Table 29 Deferred Tax Assets	Table 29 Deferred Tax Assets
Consolidated Group
2023	2022
Deferred Tax Asset carryingvalue 342,841	474,866
Deferred Tax Liabilitycarryingvalue (245,084)	(358,380)
Net Deferred Tax Asset 97,757 Components of Deferred Tax Asset CarryingAmount:	116,486
Accrued Expenses 119,083	288,237
Employee Benefits 128,127	79,411
Provisions 95,132	107,218
Tax carryingvalue of assets 9,568	(5,084)
Accrued Income (254,153)	(353,296)
97,757	116,486

Table 30 Movements in the Deferred Tax Asset Carrying Amounts during the Current Financial Year

Consolidated Group:	Total
Balance at the beginning of the year	116,486
Adjustment to prior year balances	-
Current year movement	(18,729)
	97,757

NOTE 13. INTANGIBLE ASSETS

Table 31 Intangible Assets

Goodwill: Cost Accumulated impairment Net carryingamount Website Development Costs: Cost Accumulated amortisation and impairment Net carryingamount Total intangible assets Goodwill net carrying amount per cash generating unit: Karratha MachineryHire(Equipment Division) Recruitment and Workforce Management Division (Bridge Resources and Complete Workforce) Corporate	Consolidated Group	Consolidated Group
	2023	2022
	5,622,920	5,622,920
	-	-
	5,622,920	5,622,920
	81,001	77,597
	(28,407)	(10,326)
	52,594	67,271
	5,675,514 4,768,120	5,690,191 4,768,120
	726,566	726,566
	128,234	128,234
	5,622,920	5,622,920

The loss for the year and the interest rate environment would be a potential indicator for impairment. Impairment reviews have been completed with no impairment to the carrying value of the Goodwill per cash generating units noted in Table 31 required. The discount rate used in the fair value assessment was 10% which is a combination of the weighted average costs of debt and equity. A rise in the discount rate of 0.5% would not result in an impairment loss.

Table 32 Movements in Carrying Amounts for each Class of Intangibles

Consolidated Group Goodwill	Website Development	Total
Year ended 30 June 2023 Balance at the beginningofyear 5,622,920	67,271	5,690,191
Additions -	3,404	3,404
Disposals -	-	-
Amortisation charge -	(18,081)	(18,081)
Impairment losses -	-	-
Closing value at 30 June 2023 5,622,920 Year ended 30 June 2022 Balance at the beginningofyear 396,420	52,594 -	5,675,514 396,420
Additions -	49,845	49,845
Internal development -	-	-
Acquisitions through business combinations 5,226,500	21,814	5,248,314
Disposals -	-	-
Amortisation charge -	(4,388)	(4,388)
Impairment losses -	-	-
Closing value at 30 June 2022 5,622,920	67,271	5,690,191

NOTE 14. RIGHT OF USE ASSETS

The Group’s lease portfolio relates to office premises it leases for its operating activities and the corporate head office. These leases have an average of three years as their lease term.

Table 33 AASB 16 Related Amounts Recognised in the Balance Sheet

Table 33 AASB 16 Related Amounts Recognised in the Balance Sheet
Right of use assets 2023	2022
Leased Assets 1,785,826	2,469,942
Accumulated depreciation (493,272)	(482,419)
Total Right of use asset 1,292,554 Movement in carrying amounts: Opening net carrying amount 1 July 2022 1,987,523	1,987,523 -
Leased assets acquired through business combinations on acquisition -	399,361
Leased assets acquired during the year 165,411	1,833,377
Leased assets terminated during the year (372,360)
Depreciation expense (488,020)	(245,215)
Net carrying amount 30 June 2023 1,292,554	1,987,523

Table 34 AASB 16 Related Amounts Recognised in the Statement of Profit or Loss

Table 34 AASB 16 Related Amounts Recognised in the Statement of Profit or	Loss
2023	2022
Depreciation charge related to right-of-use assets 488,020	245,215
Interest expense on lease liabilities 104,783	53,797

NOTE 15. TRADE AND OTHER PAYABLES

Table 35 Trade and Other Payables

	Consolidated Group	Consolidated Group
_Note_29	2023	2022
CURRENT
Unsecured liabilities:
Trade payables	860,294	2,755,633
Sundry payables and accrued expenses	2,488,762	3,903,215
NON-CURRENT	3,349,056	6,658,848
Unsecured liabilities:	-	-
Trade payables	-	-

NOTE 16. OTHER CURRENT LIABILITIES

Table 36 Other Current Liabilities

Consolidated Group	Consolidated Group
_Note_30 2023	2022
Deferred consideration -	2,250,000
-	2,250,000

Refer to Note 27 titled “Business Combinations” on page 106 of this Annual Report for details on deferred consideration relating to the acquisition of Karratha Machinery Hire.

29 The accompanying Notes form part of these financial statements

30 The accompanying Notes form part of these financial statements

NOTE 17. BORROWINGS

Table 37 Total Borrowings

Table 37 Total Borrowings
	Consolidated Group
_Note_31	2023	2022
CURRENT Unsecured liabilities – amortised cost:
- Unsecured liabilities	-	-
Secured liabilities – amortised cost: - Debtor finance facilitybank overdrafts	- 2,920,648	- 5,352,512
- Bank loans	487,200	487,200
- Other	77,562	-
-	3,485,410	5,839,712
- Hire Purchase liabilities mortgage loans	3,860,452	2,425,656
- Right of use asset liabilities	442,228	478,163
	4,302,680	2,903,819
Total current borrowings NON-CURRENT Unsecured liabilities – amortised cost:	7,788,090	8,743,531

- Unsecured liabilities	-	-
Secured liabilities – amortised cost:	-	-
- Debtor finance facilitybank overdrafts
- Bank loans	1,421,000	1,908,200
	1,421,000	1,908,200
- Hire Purchase liabilities mortgage loans	17,950,293	10,129,626
- Right of use asset liabilities	950,832	1,616,420
	18,901,125	11,746,046
Total non-current borrowings	20,322,125	13,654,246
Total borrowings	28,110,215	22,397,777

31 The accompanying Notes form part of these financial statements

Table 38 Secured Liabilities

	Debtor finance facility ($)	Bank loans ($)	Hire Purchase liabilities($)	Right of use asset liabilities($)	Other ($)	Total($)
Balance 1 July2022	5,352,512	2,395,400	12,555,282	2,094,583	-	22,397,777
Drawdowns through theyear	-	-	15,126,287	165,411	107,297	15,398,995
Repayments from cashflows	(2,431,864)	(487,200)	(5,870,824)	(449,186)	(29,735)	(9,268,809)
Other terminations	-	-	-	(417,748)	-	(417,748)
Balance 30 June 2023	2,920,648	1,908,200	21,810,745	1,393,060	77,562	28,110,215

Details on Secured Liabilities

Debtor finance facility is provided by National Australia Bank Limited. The facility is secured by the debtors assigned to it by the Group’s Recruitment and Workforce Management Division and Machinery Hire Division, the facility is subject to floating interest rates. Repayments are made on receipt of payments to the Company from the assigned debtors. The facility limit is $5,000,000 resulting in undrawn facility at 30 June of $2,079,352

Secured bank loan is provided by National Australia Bank Limited to provide acquisition funds to acquire Karratha Machinery Hire. The facility is secured over all assets of SSH Group Machinery Pty Ltd and Complete Equipment Australia plus a guarantee from SSH Group Limited. The facility is repayable monthly over 5 years and is subject to floating interest rates. The facility has a number of reporting and covenant requirements.

Hire Purchase liabilities are provided by a number of lenders, Toyota Financial Services, Nissan Finance, Daimler Financial Services, Caterpillar Finance and National Australia Bank. The Toyota, Nissan and Daimler facilities are provided to the Company’s subsidiary Tru Fleet Pty Ltd for the acquisition of light vehicles, whilst the Caterpillar and National Australia Bank facilities relates to the assets acquired by Complete Equipment Australia. The Hire Purchase agreements vary over three to five years with fixed interest rates agreed at the inception of the agreement. Security is provided in the form of the Asset funded, included Motor Vehicles to the net book value of $12,867,109 and Plant and Equipment to the value of $10,287,141.

The group has undrawn Hire Purchase facilities of $6,632,354 as 30 June 2023.

NOTE 18. TAX

Table 39 Income Tax

Table 39 Income Tax
	Consolidated Group
	2023	2022
CURRENT
Income tax(benefit) / payable	(344,865)	169,919

NOTE 19. PROVISIONS

Table 40 Provisions

Table 40 Provisions
Employee Benefits Consolidated Group $000	Total $000
Opening balance at 1 July 2022 343,118	343,118
Additional provisions -	-
Payment of leave liabilities (Net ofprovisions recognised) (5,539)	(5,539)
Balance at 30 June 2023 337,579	337,579

Table 41 Analysis of Total Provisions

Table 41 Analysis of Total Provisions
Consolidated Group 2023	2022
Current 295,571	320,747
Non-current 42,008	22,371
337,579	343,118

Provision for Employee Benefits

Provision for employee benefits represents amounts accrued for annual leave and long service leave. The current portion for this provision includes the total amount accrued for annual leave entitlements and the amounts accrued for long service leave entitlements that have vested due to employees having completed the required period of service. Based on past experience, the Group does not expect the full amount of annual leave or long service leave balances classified as current liabilities to be settled within the next 12 months. However, these amounts must be classified as current liabilities since the Group does not have an unconditional right to defer the settlement of these amounts in the event employees wish to use their leave entitlement.

The non-current portion for this provision includes amounts accrued for long service leave entitlements that have not yet vested in relation to those employees who have not yet completed the required period of service. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits have been discussed in Note 1.N titled “Employee Benefits” on page 70 of this Annual Report.

NOTE 20. ISSUED CAPITAL

Table 42 Issued Capital

Table 42 Issued Capital	Table 42 Issued Capital
Consolidated Group
2023	2022
65,399,853 fully paid ordinary shares (2022; 62,331,155 full paid units) 9,591,955	9,029,455
Less Share issue and capital raising costs (1,154,281)	(1,149,752)
8,437,674	7,879,703
Table 43 Movements
Movement for the period Qty	$
At the beginning of the reporting period 62,331,155	7,879,703
- Issue of shares as part of deferred consideration to acquire Karratha MachineryHire 3,068,698	562,500
- Share issue and capital raising costs -	(4,529)
At the end of the reporting period 65,399,853	8,437,674

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

Options

For information relating to the SSH Group Limited options issued, exercised and lapsed during the financial year and the options outstanding at year-end, refer to Note 26 titled “Reserves” on page 102 of this Annual Report.

For information relating to share options issued to key management personnel during the financial year refer to Note 26 titled “Reserves” on page 102 of this Annual Report.

Capital Management

Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure that the Group can fund its operations and continue as a going concern.

The Group’s debt and capital structure includes ordinary share capital and financial liabilities, supported by financial assets.

The Group is not subject to any externally imposed capital requirements other than ongoing ASX requirements for shareholder approval of share issues greater than the approved limit.

Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to Shareholders and share issues.

No changes were made in the objectives, policies, or processes for managing capital during the year.

Table 44 Capital Management

Consolidated Group	Consolidated Group
2023	2022
Interest bearingloans and borrowings 26,717,155	22,397,777
Trade and otherpayables 3,349,056	6,658,848
Less cash and short-term deposits (2,049,474)	(5,346,816)
Less trade and other receivables (5,138,500)	(10,846,110)
Net debt 22,878,237 Equity 6,898,821	12,863,699 7,585,480
Total capital 6,898,821	7,585,480
Capital and net debt 29,777,058	20,449,179
Gearing Ratio 76.8%	62%

NOTE 21. OPERATING SEGMENTS

General Information

A. Identification of Reportable Segments

During the 2023 year it was determined that Group operates in two distinct segments “Recruitment and Workforce Management” and “Equipment”. The People segment is the combination of the previously recognised: Safety and People segments.

The Recruitment and Workforce Management Division delivers a broad range of workforce management services including labour hire, recruitment, placement, and associated services for the construction, resources, and energy portfolios, including site security and site access services. The Recruitment and Workforce Management Division of the Group comprises customer contracts held by Bridge Resources and SSH Group Safety Trust

These customer contracts usually focus on the supply of a quantity of contracted labour resources. These clients that contract with the Recruitment and Workforce Management Division specifically seek to engage the Group to supply a quantity of personnel for a scope of works. In the Recruitment and Workforce Management Division, the client usually retains operational control over the activities of the worker and is responsible for the allocation and supervision of tasks and duties.

The equipment services include two divisions: Machinery Hire Division and Fleet Hire Division. They provide a range of light vehicles and other small to medium size items of machinery into the construction civil and mining portfolios. The Machinery and Fleet Hire Divisions comprises customer contracts held by Tru Fleet Pty Ltd for light vehicles, and SSH Group Machinery Hire Pty Ltd trading as KMH for other machinery items.

B. Accounting Policies Adopted

Unless stated otherwise, all amounts reported to the Board of Directors, being the chief operating decision makers with respect to operating segments, are determined in accordance with accounting policies that are consistent with those adopted in the annual financial statements of the Group.

C. Intersegment Transactions

An internally determined transfer price is set for all intersegment sales. This price is reset quarterly and is based on what would be realised in the event the sale was made to an external party at arm’s length. All such transactions are eliminated on consolidation of the Group’s financial statements.

Corporate charges are allocated to reporting segments based on the segments’ overall proportion of revenue generation within the Group. The Board of Directors

believes this is representative of likely consumption of head office expenditure that should be used in assessing segment performance and cost recoveries.

Intersegment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If intersegment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements.

D. Segment Assets

Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of the economic value from the asset. In most instances, segment assets are clearly identifiable on the basis of their nature and physical location.

E. Segment Liabilities

Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Segment liabilities include trade and other payables and direct borrowings.

F. Segment Information SEGMENT PERFORMANCE

Table 45 Segment Revenue

30 June 2023 Recruitment $	Equipment $	Corporate $	Total $
Revenue External sales 32,828,377	8,322,438	2,224	41,153,039
Intersegment sales -	360,862	(360,862)	-
Total segment revenue 32,828,377 Segmentprofit from operations 758,677	8,683,300 4,693,365	(358,638) (2,430,028)	41,153,039 3,022,014
- depreciation and amortisation 236,913	2,580,196	187,478	3,004,587
- finance and interest costs 359,780	1,326,603	58,402	1,744,785
- share basedpayments -	-	54,712	54,712
- corporate reorganisation costs -	-	-	-
- tax expense (337,089)	236,412	(382,051)	(482,728)
Net profit 499,073 30 June 2022 Revenue External sales 95,208,365	550,154 901,573	(2,348,569) -	(1,299,342) 96,109,938
Intersegment sales -	228,772	(228,772)	-
Total segment revenue 95,208,365	1,130,345	(228,772)	96,109,938

Table 46 Segment Profit

Recruitment $	Equipment $	Corporate $	Total $
Segment result from continuing operations before tax 2,529,970	437,987	(651,879)	2,316,078
- depreciation and amortisation 48,341	547,697	298,906	894,944
- finance and interest costs 669,327	125,791	52,616	847,734
- share basedpayments -	-	1,268,615	1,268,615
- corporate reorganisation costs -	-	1,729,308	1,729,308
- tax expense 31,987	(12,100)	152,806	172,693
Net profit 1,780,315	(223,401)	(4,154,130)	(2,597,216)

Table 47 Segment Assets and Liabilities

Recruitment $	Equipment $	Corporate $	Total $
Segment assets 30 June 2023 5,248,990	30,527,351	3,189,330	38,965,671
30 June 2022 11,351,621	21,149,053	6,904,468	39,405,142
Segment liabilities 30 June 2023 5,580,197	25,896,740	319,913	31,796,850
30 June 2022 12,274,003	18,757,098	788,561	31,819,662

NOTE 22.CASH FLOW INFORMATION

Table 48 Cash Flow Reconciliation

Consolidated Group	Consolidated Group
Reconciliation of Cash Flows from OperatingActivities with Profit after Income Tax 2023	2022
Profit after income tax (1,299,342)	(2,597,216)
Non-cash flows inprofit:
- depreciation and amortisation 3,004,587	894,944
- share basedpayments 54,712	1,268,615
- cost of corporate reorganisation -	1,729,308
- net gain on disposal of property, plant, and equipment (170,967)	-
- provision for asset impairment 321,625	-
- borrowingcosts amortised 32,456	-
- asset impairment reversal -	(30,000)
Changes in assets and liabilities
- movement in trade and other receivables 5,707,611	(301,122)
- movement inprepayments and other assets (293,541)	(553,455)
- movement in inventories (21,498)	-
- movement in tradepayables and accruals (3,942,615)	(1,245,522)
- movement in tax liabilities (514,784)	295,790
- movement in deferred taxes receivable (18,729)	(474,866)
- movement inprovisions (5,539)	280,140
Net cash generated by operating activities 2,853,976	(733,384)

NOTE 23.EVENTS AFTER THE REPORTING PERIOD

The Directors are not aware of any significant events since the end of the reporting period.

NOTE 24.RELATED PARTY TRANSACTIONS

Related Parties

The Group’s main related parties are key management personnel for details of disclosures relating to key management personnel, refer to the Remuneration Report as part of the Directors’ Report

The related entities include:

Tapanui Capital

Bruce Lane, Non-Executive Director, is a Director of Tapanui Capital Pty Ltd, which received Mr. Lane’s Director’s fees for the period. The Board has approved these transactions being on arm’s length basis.

Principle Investments Trust

Stefan Finney is a Beneficiary of the Trust, which received Mr. Finney’s Director’s fees for the period. The Board has approved these transactions being on arm’s length basis.

Prosperous Capital Trust

Daniel Cowley-Cooper is a Beneficiary of the Trust, which received Mr. CowleyCooper’s Director’s fees for the period. The Board has approved these transactions being on arm’s length basis.

Transactions with Related Parties

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

The group’s equipment division acquired a light vehicle for rental purposes from Prosperous Capital during the year. The value paid of $75,908 was supported by external verification of value through car sale counter parties.

Table 49 Related Party Remuneration Payments

Consolidated Group	Consolidated Group
2023	2022
Short term employee benefits 930,151	1,429,362
Post-employment benefits 163,147	72,480
Equity settled share-based payments 54,712	45,593
Total 1,148,011	1,547,435

NOTE 25.FINANCIAL RISK MANAGEMENT

The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable, leases and bank loans.

The Board of Directors is among other issues, responsible for managing the financial risk exposures of the Group. The Group has a risk management policy and effective internal controls relating to liquidity risk, and interest rate risk.

Specific Financial Risk Exposures and Management

The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk, and market risk consisting of interest rate risk, foreign currency risk and other price risk (commodity and equity price risk). There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies, and processes for managing or measuring the risks from the previous period.

G. Credit Risk

Exposure to credit risk relating to financial assets arises from the potential nonperformance by counterparties of contract obligations that could lead to a financial loss to the Group.

Credit risk is managed through:

The maintenance of procedures such as the utilisation of systems for the approval, granting and renewal of credit limits;
regular monitoring of exposures against such limits; and
monitoring of the financial stability of significant customers and counterparties.

This ensures to the extent possible that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Depending on the division within the Group, credit terms are generally 14 to 45 days from the end of month from invoice date.

SIGNIFICANT INCREASE IN CREDIT RISK FOR FINANCIAL INSTRUMENTS

The Group evaluates and compares the risk of a default on a financial instrument at the reporting date with the risk of a default on the financial instrument at the date of initial recognition. To support the evaluation process, the Group takes into consideration both quantitative and qualitative information that is reasonable and justifiable, including past experience and prospective information that is publicly available.

Prospective information taken into consideration includes the future volatility of the industries in which the Group’s debtors are in, obtained from industry expert reports, financial news report, governmental bodies, as well as taking into consideration multiple external sources of current and future economic information to which the Group’s core operations may relate.

CREDIT RISK EXPOSURES

The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period excluding the value of any collateral or other security held, is equivalent to the carrying amount (net of any provisions) as presented in the statement of financial position. Credit risk also arises through the provision of financial guarantees, as approved at board level, given to parties securing the liabilities of certain subsidiaries.

The Group has no significant concentrations of credit risk with any single counterparty or group of counterparties.

Trade and other receivables that are neither past due nor impaired are considered to be of high credit quality. Aggregates of such amounts are detailed in Note 8 titled “Trade and Other Receivables” on page 81 of this Annual Report.

H. Liquidity Risk

Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms:

preparing forward-looking cash flow analyses in relation to its operating, investing, and financing activities;
monitoring undrawn credit facilities;
obtaining funding from a variety of sources;
maintaining a reputable credit profile; and
managing credit risk related to financial assets.

100

Table 50 below reflects an undiscounted contractual maturity analysis for financial liabilities.

Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates and does not reflect management’s expectations that banking facilities will be rolled forward.

Table 50 Financial Liability and Financial Asset Maturity Analysis

Consolidated Group	Within 1 Year 2023 2022	Within 1 Year 2023 2022	1 to 5 Years 2023 2022	1 to 5 Years 2023 2022	Over 5 Years 2023 2022	Over 5 Years 2023 2022	Total 2023 2022	Total 2023 2022
Financial liabilities due for payment
Bank overdrafts and loans	487,200	487,200	1,421,000	1,908,200	-	-	1,908,200	2,395,400
Receivable Funding Facility	2,920,648	5,352,512	-	-	-	-	2,920,648	5,352,512
Other amounts due	77,562	2,250,000	-	-	-	-	77,562	2,250,000
Trade and other payables	3,349,056	6,658,848	-	-	-	-	3,349,056	6,658,848
Lease liabilities	4,302,680	2,903,819	18,901,125	11,746,046	-	-	23,203,805	14,649,865
Total expected outflows	11,137,146	17,652,379	20,322,125	13,654,246	-	-	31,459,271	31,306,625
Financial assets – cash flows realisable
Cash and cash equivalents	2,049,474	5,346,816	-	-	-	-	2,049,474	5,346,816
Trade, term, and loan receivables	5,444,226	11,135,102	328,220	264,463	-	-	5,772,446	11,399,565
Total anticipated inflows	7,493,700	16,481,918	328,220	264,463	-	-	7,821,920	16,746,381
Net (outflow)/ inflow on financial instruments	(3,643,446)	(1,170,461)	(19,993,905)	(13,389,783)	-	-	(23,637,351)	(14,560,244)

101

I. Market Risk

INTEREST RATE RISK

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The Group is also exposed to earnings volatility on floating rate instruments.

The financial instruments that primarily expose the Group to interest rate risk are loan facilities, cash, and cash equivalents.

The net effective variable interest rate borrowings (i.e., unhedged debt) expose the Group to interest rate risk, which will impact future cash flows and interest charges and is indicated by the floating interest rate financial liabilities listed in Table 51.

Table 51 Floating Interest Rate Financial Liabilities

Table 51 Floating Interest Rate Financial Liabilities
2023 $	2022 $
Floating rate instruments Debtor fundingfacility 2,920,648	5,352,512
Business Loan 1,908,200	2,395,000
4,828,848	7,747,512

NOTE 26.RESERVES

Share of Profits Reserve

The profits reserve records non-taxable profits yet to be distributed to unit holders.

Asset Realisation Reserve

The asset realisation reserve records realised gains on sales of non-current assets.

Share-Based Payments Reserve

The option reserve records items recognised as expenses on valuation of employee share options.

102

Consolidated Group

Note_32_ 2023	Note_32_ 2023	2022
Other Reserve Opening Balance 36,761		36,761
Movement for the year -		-
Closing Balance 36,761		36,761
Share Based Payments Reserve Weighted Value
Opening Balance	1,930,067	-
Advisor Options issued for capital raising services and brokerage services on 9 September 2021 0.10		703,864
Executive Options issued as incentive based renumeration to Executive Directors on 9 September 2021 0.12		1,180,610
Class A Performance Rights issued as incentive based renumeration to Chief Financial Officer on 15 September 2021 0.06	35,399	29,499
Class B Performance Rights issued as incentive based renumeration to Chief Financial Officer on 15 September 2021 0.05	9,314	7,762
Class C Performance Rights issued as incentive based renumeration to Chief Financial Officer on 15 September 2021 0.02	9,999	8,332
Movement in share-based payments reserve 0.10	1,984,779	1,930,067

Table 52 Share based payments expense as disclosed in the profit and loss for the financial period.

Recipient	Class of SPB	Quantity	Share price at Grant Date	Value recognised during the period	Value to be recognised in in future periods	Weighted Average Value of share-based payments
Matthew Thomson	Unlisted Class A Performance Rights	500,000	$0.20	35,399	5,900	0.14
Matthew Thomson	Unlisted Class B Performance Rights	150,000	$0.20	9,314	1,552	0.12
Matthew Thomson	Unlisted Class A Performance Rights	350,000	$0.20	9,999	11,666	0.09
1,000,000				54,712	19,118	0.11

32 The accompanying Notes form part of these financial statements

103

Fair Value of Options

The fair value of options granted have been valued using a Black Scholes Methodology, taking into account the terms and conditions upon which the unlisted options were granted.

A summary of the inputs used in the valuation of the options is detailed in Table 53.

Table 53 Option Valuation Inputs

Unlisted Options	Advisor Options	Executive Options
Exercise price	$0.35	$0.35
Spot price	$0.20	$0.20
Grant date	9 September 2021	9 September 2021
Expected volatility	100%	100%
Expiry date	8 September 2024	8 September 2024
Risk free interest rate	0.19%	0.19%
Vesting period	Immediately	Immediately
Provision for Employee Exit (%)	n/a	n/a
Number of options	7,000,000	10,000,000
Total value of options	$703,864	$1,180,610
Value recognised during the period	$703,864	$1,180,610

Executive options were issued as part of the consideration for the acquisition of the Site Services Holdings group of companies and not as part of any remuneration package.

104

The fair value of performance rights granted have been valued using a Monte Carlo Methodology, taking into account the terms and conditions upon which the unlisted performance rights were granted.

A summary of the inputs used in the valuation of the performance rights is detailed in Table 54.

Table 54 Performance Rights Valuation Inputs

Unlisted Performance Rights	Class A Performance Rights_33_	Class B Performance Rights_34_	Class C Performance Rights_35_
Exercise price	-		-
Spot price	$0.20	$0.20	$0.20
Grant date	15 September 2021	15 September 2021	15 September 2021
Expected volatility	100%	100%	100%
Expiry date	15 September 2023	15 September 2023	15 September 2024
Risk free interest rate	0.19%	0.19%	0.19%
Vesting period	24 months	24 months	36 months
Provision for Employee Exit (%)	n/a	n/a	n/a
Number of options	500,000	150,000	350,000
Total value of options	$70,798	$18,629	$29,996
Value recognised during the period	$29,499	$7,762	$8,332

33 Class A Performance Rights vest on the holder completing 2 years of service with the Company and the Company’s share price achieving a VWAP of 25 cents for 20 days within 2 years of listing.

34 Class B Performance Rights vest on the holder completing 2 years of service with the Company and the Company’s share price achieving a VWAP of 35 cents for 20 days within 2 years of listing.

35 Class C Performance Rights vest on Company’s share price achieving a VWAP of 70 cents for 20 days within 3 years of listing.

105

NOTE 27. BUSINESS COMBINATIONS

On 9 September 2021, the Company acquired 100% of the entities which constitute the businesses known as Site Services Holdings Group (‘SSHG’). The Site Services Holdings Group includes Site Services Holdings Pty Ltd, Complete Workforce Australia Pty Ltd and Site Services Holdings Trust as detailed in the prospectus announced by the Company.

Under AASB 3 Business Combinations (AASB 3) this is treated as a “reverse acquisition”, whereby the accounting acquirer is deemed to be Site Services Holdings Trust and SSH Group Limited is deemed to be the accounting acquiree [36] .

Acquisition Consideration

As consideration for the issue of acquired companies Site Services Holdings Pty Ltd, Complete Workforce Australia Pty Ltd, and Site Services Holdings Trust the Company issued 20,500,000 shares to the share and unit holders of the acquired companies for a total deemed consideration of $4,100,000. No cash was paid as part of the acquisition consideration.

Fair Value of Consideration Transferred

The transaction between Site Services Holdings Trust and SSH Group Limited is treated as a reverse acquisition [37] . As such, assets and liabilities of the legal subsidiary, the accounting acquirer Site Services Holdings Trust, are measured at their pre-combination carrying values. The assets and liabilities of the legal parent, accounting acquiree SSH Group Limited, are measured at fair value on the date of acquisition.

The consideration in a reverse acquisition is deemed to have been incurred by the legal subsidiary, Site Services Holdings Trust in the form of equity instruments issued to the Shareholders of the legal parent entity, SSH Group Limited. The acquisition-date fair value of the consideration transferred has been determined by reference to the fair value of the number of shares the legal subsidiary, Site Services Holdings Trust would have issued to the legal parent entity SSH Group Limited, to obtain the same ownership interest in the combined entity.

Details of the transaction are provided in Table 55.

36 Refer to Note 1.B titled “Business Combinations” on page 59 of this Annual Report for details on the effect upon the basis of preparation.

37 Under the principles of AASB 3

106

Table 55 SSH Group Ltd Acquisition

Table 55 SSH Group Ltd	Acquisition	Acquisition
Acquisition for SSH Group Ltd	Consolidated 31 December 2021
Deemed value of shares issued in consideration for acquisition		1,616,955
Calculated consideration Less:		1,616,955
Cash at bank	(119,764)
Trade and other payables	232,117
		112,353
Cost of corporate reorganization for listing		1,729,308

The goodwill calculated above represents goodwill in Site Services Holdings Trust; however, this has not been recognised. Instead, the deemed fair value of the interest in SSH Group Limited issued to existing Site Services Holdings Trust shareholders to affect the combination, the consideration for the acquisition of the public shell company, was recognised as an expense in the income statement.

This expense has been presented as a cost of corporate reorganisation for listing on the face of the consolidated profit or loss and comprehensive income.

Table 56 Site Services Holdings Pty Ltd Acquisition

Acquisition for Site Services Holdings Pty Ltd
Representing:
Deemed value of shares issued to vendor in consideration for acquisition of business		300,000
Calculated consideration Less:
Cash at bank	(54,484)
Fixed assets	(168,674)
Right of use assets	(399,361)
Deferred tax assets	(53,805)
Trade and other payables	378,109
Lease liabilities	466,995
Deferred tax liabilities	2,986
		171,766
Goodwill		128,234

107

Table 57 Complete Workforce Australia Pty Ltd Acquisition

Acquisition of Complete Workforce Australia Pty Ltd

Acquisition of Complete Workforce Australia Pty Ltd
Representing:
Deemed value of shares issued to vendor in consideration for acquisition of business		300,000
Calculated consideration Less:
Cash at bank	(94,707)
Deferred tax assets	(119,359)
Trade and other payables	243,522
Deferred tax liabilities	59,603
		(30,147)
Goodwill		330,147

On 9 May 2022, the Company acquired all assets and operating contracts of Karratha Machinery Hire, the Company did not inherit any liabilities.

Table 58 Karratha Machinery Hire Acquisition

Acquisition of Karratha Machinery Hire

Acquisition of Karratha Machinery Hire
Representing:
Acquisition value paid to the vendor in consideration for acquisition of business in cash and shares		15,268,120
Calculated consideration Less:
Property Plant and Equipment	(10,500,000)
Liabilities	-
		(10,500,000)
Goodwill		4,768,120

The acquisition consideration is split between initial consideration of $13,018,120 and deferred consideration of $2,250,000, due 6 months after the completion date, which was paid during the current financial year. [38] .

38 Completion date for the KMH acquisition is 09 November 2022.

108

NOTE 28.SUBSIDIARIES AND ASSOCIATES

Table 59 SSH Group Ltd Subsidiaries and Associates

Entity	Type	Ownership 2023 2022	Ownership 2023 2022
SSH Group Limited	Company	-	-
Entities controlled by the Group at 30 June 2023: Site Services Holdings Trust	Unit Trust	100%	100%
SSH Group Safety Trust	Unit Trust	100%	100%
SSH Group People Trust	Unit Trust	100%	100%
SSH Group Fleet Hire Trust	Unit Trust	100%	100%
Site Labour Hire Services Trust	Unit Trust	100%	100%
SSH Group (WA) Pty Ltd	Company	100%	100%
Site Services Enterprises Pty Ltd	Company	100%	100%
Tru Fleet Pty Ltd	Company	100%	100%
SSH Group Machinery Hire Pty Ltd	Company	100%	100%
Complete Equipment Australia Pty Ltd	Company	100%	100%
Site Services Holdings Pty Ltd	Company	100%	100%
Complete Workforce Australia Pty Ltd	Company	100%	100%
Associated entities as at 30 June 2023
Four Hills Services Pty Ltd	Company	49%	-

109

NOTE 29.PARENT COMPANY INFORMATION

The Parent Company Information has been extracted from the books and records of the financial information of the Parent Entity set out below and has been prepared in accordance with Australian Accounting Standards.

Table 60 Parent Company Information

	2023	2022
Statement of Financial Position ASSETS
Current assets	111,461	3,983,188
Non-current assets	8,174,025	4,588,647
TOTAL ASSETS LIABILITIES	8,285,486	8,571,835
Current liabilities	727,590	986,355
Non-current liabilities	-	-
TOTAL LIABILITIES EQUITY	727,590	986,355
Issued capital	9,392,674	8,834,702
Retained earnings	(3,819,557)	(3,179,289)
Share based payments reserve	1,984,779	1,930,067
TOTAL EQUITY Statement of Profit or Loss and Other Comprehensive Income Total profit	7,557,896 (777,273)	7,585,480 (2,342,981)
Total comprehensive income	(777,273)	(2,342,981)

Guarantees

SSH Group Limited has provided a guarantee to the National Australia Bank Limited with respect to the repayment of borrowings of its subsidiaries SSH Group Machinery Hire Pty Ltd and Complete Equipment Australia Pty Ltd.

110

DIRECTOR’S DECLARATION

In accordance with a resolution of the Directors of SSH Group Limited, the Directors of the Company declare that:

The Financial Statements and Notes, as set out on pages Error! Bookmark not defined. to 110, are in accordance with the Corporations Act 2001 and:
a) comply with Australian Accounting Standards applicable to the Entity, which, as stated in accounting policy in Note 1 to the Financial Statements titled “Summary of Significant Accounting Policies” on page 58, constitutes compliance with International Financial Reporting Standards; and
b) give a true and fair view of the 30 June 2023 financial position and of the performance for the year ended on that date of the Consolidated Group;
in the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
the Directors have been given the declarations required by s 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer.

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Director: Daniel Cowley-Cooper Date: 29 August 2023

111

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SSH Group Limited - ACN 140 110 130

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Independant Auditor’s Report

2022 - 2023

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INdePeNdeNt AudItoR'S RePoRt

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114

SSH Group Limited ACN 140 110 130

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115

Annual Report 2022-2023

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116

SSH Group Limited ACN 140 110 130

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117

Annual Report 2022-2023

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118

SSH Group Limited ACN 140 110 130

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119

Annual Report 2022-2023

SSH Group Limited - ACN 140 110 130

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ASX Additional Information

2022 - 2023

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ASX AddItIoNAL INfoRmAtIoN

The following additional information is required by ASX Limited in respect of listed public companies.

As at 26 July 2023, there are 65,399,853 ordinary fully paid shares on issue and there are 124 shareholdings with less than a marketable parcel based on a share price of $0.15.

Distribution of Shareholders

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Fully Paid Ordinary Shares
Number of Securities Held Number of Units
Number of Holders
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Number of Securities Held	Fully Paid Ordinary Shares Number of Holders	Number of Units
1 – 1,000	61	12,949
1,001 – 5,000	93	274,599
5,001 – 10,000	56	500,723
10,001 – 100,000	164	6,624,522
> 100,001	75	57,987,060
Total number of holders	449	65,399,853

Largest Shareholders of Securities as at 26 July 2023

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Holder Name Holding %IC
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#	Holder Name	Holding	%IC

1	Prosperous Assets Pty Ltd	12,500,000	19.11%
2	J P Morgan Nominees Australia Pty Limited	5,875,663	8.98%
3	Vacant Holdings Pty Ltd	5,565,454	8.51%
4	Principal Investment Holding Pty Ltd	3,579,685	5.47%
5	Prosperous Beginnings Pty Ltd	2,950,000	4.51%
6	Shah Nominees Pty Ltd	1,950,000	2.98%
7	Principle Investment Fund Pty Ltd	1,545,315	2.36%
8	Alissa Bella Pty Ltd	1,317,980	2.02%
9	Mr Benjamin Anton Mccombie	1,150,000	1.76%
10	Syracuse Capital Pty Ltd	1,090,062	1.67%
11	Mr Angus William Johnson & Mrs Lindy Johnson Fund A/C>	1,000,000	1.53%
12	Tribeca Nominees Pty Ltd	950,000	1.45%
13	Tribeca Nominees Pty Ltd	746,720	1.14%
14	Alissa Bella Pty Ltd	725,000	1.11%
15	Mr Mazyar Misaghian	700,000	1.07%
16	Forest Investment Corporation Pty Ltd	608,579	0.93%
17	Lucky Cat Pty Ltd	600,000	0.92%
18	Shah Nominees Pty Ltd	593,750	0.91%
19	Brown Bricks Pty Ltd	550,000	0.84%
20	Narradong Pty Ltd	500,000	0.76%
	Total	44,498,208	67.04%
	Balance of Register	20,901.645	31.96%
	Total issued capital (FPO)	65,399,853	100.00%

122

SSH Group Limited ACN 140 110 130

Substantial Shareholders of Ordinary Shares

As at 26 July 2023 the following shareholders held more than 5% of issued capital in the company:

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Fully Paid Ordinary Shares Number of Number of Units
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Fully Paid Ordinary Shares	Number of	Number of Units
Daniel Cowley-Cooper	15,450,000	23.62%
Stefan Finney	5,125,000	7.84%
Vacant Holdings Pty Ltd	5,565,454	8.51%

Securities Subject to Escrow

The following securities are subject to ASX-imposed escrow:

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Number of Shares Escrowed Until
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	Number of Shares	Escrowed Until
Fully Paid Ordinary Shares	22,193,750	17/09/2023
Options exercisable at $0.25 expiring 18/2/2024	5,300,000	17/09/2023
Options exercisable at $0.35 expiring 9/9/2025	10,000,000	17/09/2023
Options exercisable at $0.35 expiring 9/9/2024	7,000,000	17/09/2023
Class A Performance Rights	500,000	17/09/2023
Class B Performance Rights	150,000	17/09/2023
Class C Performance Rights	350,000	17/09/2023

Voting Rights

Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

Options and Performance Rights

There are no voting rights attached to any class of options that are on issue.

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Annual Report 2022-2023

Unquoted Securities as at 26 July 2023

Set out below are the classes of unquoted securities currently on issue.

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Number Class
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Number	Class
5,300,000	Options exercisable at $0.25 on or before 18/02/2024, escrowed until 17/9/2023
7,000,000	Options exercisable at $0.35 on or before 9/9/2024, escrowed until 17/9/2023
10,000,000	Options exercisable at @ $0.35 on or before 9/9/2025, escrowed until 17/9/2023
2,833,332	Options exercisable at @ $0.25 on or before 18/02/2024
500,000	Class A Performance Rights vesting on or before 9/9/2023, escrowed until 17/9/2023
150,000	Class B Performance Rights vesting on or before 9/9/2023, escrowed until 17/9/2023
350,000	Class C Performance Rights vesting on or before 9/9/2024, escrowed until 17/9/2023

Unquoted Equity Security Holders with Greater than 20% of an Individual Class

As at 26 July 2023 the following classes of unquoted securities had holders with greater than 20% of that class on issue:

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Number of
% Interest
Securities Held
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	Number of Securities Held	% Interest
Options @ $0.25 Exp 18/02/2024
Shah Nominees Pty Ltd	1,900,000	35.85%
Tribeca Nominees Pty Ltd	1,900,000	35.85%
Bellcoo Investments Pty Ltd	1,500,000	28.30%
Options @ $0.35 Exp 09/09/2024
Taurus Capital Group Pty Ltd	3,500,000	50.00%
Options @ $0.35 Exp 09/09/2025
Stefan Finney	5,000,000	50.00%
Daniel Cowley-Cooper	5,000,000	50.00%
Options @ $0.25 Exp 18/02/2024
Principal Global Investments Pty Ltd	622,222	21.96%
Janatar Pty Ltd	622,222	21.96%
Theseus Investments Pty Ltd	622,222	21.96%
Class A Performance Rights Exp 09/09/2023
Matthew Thomson	500,000	100%
Class B Performance Rights Exp 09/09/2023
Matthew Thomson	150,000	100%
Class C Performance Rights Exp 09/09/2024
Matthew Thomson	350,000	100%

124

SSH Group Limited ACN 140 110 130

On-Market Buy-Back

Currently there is no on-market buy-back of the Company’s securities.

Confirmation Pursuant to Listing Rule 4.10.19

The Company confirms it has used its cash and assets that it had at the time of admission to the ASX on 15 September 2021 to 30 June 2022 pursuant to its stated objectives set out in the IPO Prospectus dated 23 July 2021. Details of the expenditure of cash and use of assets is set out in this Annual Report under Review of Operations.

Corporate Governance

Pursuant to the ASX Listing Rules, the Company’s Corporate Governance Statement will be released in conjunction with this report. The Company’s Corporate Governance Statement is available on the Company’s website at: https://sshgroup.com.au/corporate-governance/

125

Annual Report 2022-2023

SSH Group Ltd ACN 140 110 130

Improving outcomes for Australian projects and communities

Level 2, 10 Ord Street West Perth WA 6005 sshgroup.com.au

AI assistant

SSH GROUP LTD — Annual Report 2023

65863_rns_2023-08-29_7224c997-3dc8-4f1a-b2e6-cc0c1198ecbb.pdf

Annual Report

ACkNowLedGemeNt of CouNtRy

CONTENTS

Our Purpose

Table of Contents

CoRPoRAte dIReCtoRy

ASX: SSH

Chairman

Company Secretary

CHAIRmAN'S LetteR

Dear Shareholders,

mANAGING dIReCtoR'S RevIew

FY23 Results Commentary

Group Operations Review

rationalised its

FY23 Results Summary

RECRUITMENT AND WORFORCE MANAGEMENT DIVISION

Performance Review

Bridge Resources Pty Ltd

Operational Outlook

MACHINERY HIRE DIVISION

Performance Review

Operational Outlook

FLEET HIRE DIVISION

Performance Review

Operational Outlook

FOUR HILLS SERVICES PARTNERSHIP

Performance Review

&

Operational Outlook

SSH GROUP OUTLOOK

FY24 Group Outlook

SuStAINAbILIty

Sustainability

Environment

Social

Governance

Director’s Report

DIRECTOR’S REPORT

GENERAL INFORMATION

Directors

Principal Activities

Dividends Paid or Recommended

OPERATIONAL AND FINANCIAL REVIEW

Review of Operations

Business Strategy

Business Risks

Workplace Health and Safety

Financial

Access to Resources

Regulatory Compliance

Use of Funds

CORPORATE ACTIONS

Securities out of Escrow

Registered Office and Principal Place of Business

Significant Changes in the State of Affairs

Likely Developments and Expected Results

Subsequent Events

Environmental Regulation

Indemnifying Officers or Auditor

Proceedings on Behalf of the Company

Non-Audit Services

AUDITOR’S INDEPENDENCE

OPTIONS

PERFORMANCE RIGHTS

INFORMATION RELATING TO DIRECTORS

Non-Executive Chairman

Executive Directors

Meetings of Directors

Remuneration Report

REMUNERATION POLICY

PERFORMANCE-BASED REMUNERATION

Remuneration Policy and Company Performance

Performance Conditions Linked to Remuneration

HISTORICAL PERFORMANCE

VOTING OF REMUNERATION REPORT

EMPLOYMENT DETAILS - KEY MANAGEMENT PERSONNEL

SSH GROUP LTD Annual Report 2023