Annual report
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Big River Industries Limited Appendix 4E Preliminary final report 1. Company details Name of entity: Big River Industries Limited ABN: 72 609 901 377 Reporting period: For the year ended 30 June 2026 Previous period: For the year ended 30 June 2025 2. Results for announcement to the market $'000 Revenues from ordinary activities up 5.3% to 426,428 Profit from ordinary activities after tax attributable to the owners of Big River Industries Limited up 133.2% to 4,901 Profit for the year attributable to the owners of Big River Industries Limited up 133.2% to 4,901 2026 2025 Cents Cents Basic earnings/(loss) per share 5.45 (17.28) Diluted earnings/(loss) per share 5.31 (17.28) Dividends Amount per security Franked amount per security Cents Cents Final dividend paid on 7 October 2025 2.00 2.00 Interim dividend paid on 2 April 2026 2.00 2.00 On 25 August 2026, the Directors determined a fully franked dividend of 2 cents per fully paid ordinary share to be paid on 6 October 2026. Comments The profit for the Group after providing for income tax amounted to $4,901,000 (30 June 2025: loss of $14,754,000). Refer to the Annual Report attached to this Appendix 4E for detailed explanation and commentary on the results. 3. Net tangible assets Reporting period Previous period Cents Cents Net tangible assets per ordinary security 61.00 66.69
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Big River Industries Limited Appendix 4E Preliminary final report Calculated as follows: Group Group 2026 2025 $'000 $'000 Net assets 113,602 101,376 Intangibles (56,234) (44,430) Net tangible assets 57,368 56,946 Number of ordinary shares (No.) 94,190,636 85,391,326 4. Control gained over entities Name of entities (or group of entities) Johns Building Supplies ('JBS') Date control gained 15 December 2025 5. Dividend reinvestment plans Not applicable. 6. Audit qualification Details of audit qualification (if any): The financial statements have been audited and an unmodified opinion has been issued. 7. Attachments Details of attachments (if any): The Annual Report of Big River Industries Limited for the year ended 30 June 2026 is attached. 8. Authorised for release Authorised for release to the ASX by order of the Board. 25 August 2026
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Big River Industries Limited ABN 72 609 901 377 Annual Report - 30 June 2026
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Big River Industries Limited Contents 30 June 2026 1 Directors' report 2 Auditor's independence declaration 21 Consolidated statement of profit or loss and other comprehensive income 22 Consolidated statement of financial position 23 Consolidated statement of changes in equity 24 Consolidated statement of cash flows 25 Notes to the consolidated financial statements 26 Note 1. General information 26 Note 2. Material accounting policy information 26 Note 3. Critical accounting judgements, estimates and assumptions 33 Note 4. Operating segments 34 Note 5. Revenue 36 Note 6. Other income 36 Note 7. Expenses 36 Note 8. Income tax 38 Note 9. Trade and other receivables 40 Note 10. Inventories 41 Note 11. Derivative financial instruments 41 Note 12. Property, plant and equipment 41 Note 13. Right-of-use assets 42 Note 14. Intangibles 44 Note 15. Trade and other payables 46 Note 16. Borrowings 46 Note 17. Lease liabilities 47 Note 18. Provisions 48 Note 19. Contingent consideration 49 Note 20. Other liabilities 50 Note 21. Issued capital 50 Note 22. Reserves 51 Note 23. Accumulated losses 51 Note 24. Dividends 52 Note 25. Financial instruments 52 Note 26. Fair value measurement 55 Note 27. Key management personnel disclosures 56 Note 28. Remuneration of auditors 56 Note 29. Contingent liabilities 56 Note 30. Related party transactions 56 Note 31. Parent entity information 57 Note 32. Business combinations 58 Note 33. Interests in subsidiaries 59 Note 34. Deed of cross guarantee 59 Note 35. Cash flow information 62 Note 36. Earnings per share 63 Note 37. Share-based payments 63 Note 38. Events after the reporting period 64 Consolidated entity disclosure statement 65 Directors' declaration 66 Independent auditor's report to the members of Big River Industries Limited 67 Shareholder information 72 Corporate directory 74
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Big River Industries Limited Directors' report 30 June 2026 2 The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Big River Industries Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2026. Directors The following persons were Directors of Big River Industries Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: John Lorente Managing Director and Chief Executive Officer Martin Monro Chair Martin Kaplan Brad Soller Alexander Beard Appointed 3 November 2025 Sacha Leagh-Murray Appointed 1 January 2026 Vicky Papachristos Resigned 28 October 2025 Principal activities During the financial year the principal continuing activities of the Group consisted of the manufacture of veneer, plywood and formply, and the distribution of building supplies, including commercial and formwork product. Dividends Dividends paid Dividends paid during the financial year were as follows: Group Group 2026 2025 $'000 $'000 Final dividend of 2.0 cents per fully paid ordinary share paid on 7 October 2025 (2025: 2.0 cents per fully paid ordinary share paid on 4 October 2024) 1,708 1,707 Interim dividend of 2.0 cents per fully paid ordinary share paid on 2 April 2026 (2025: 2.0 cents per fully paid ordinary share paid on 2 April 2025) 1,884 1,708 3,592 3,415 Dividend declared On 25 August 2026, the Directors determined a fully franked dividend of 2 cents per fully paid ordinary share to be paid on 6 October 2026. Review of operations The Group revenue of $426,428,000 was up 5.3% on the prior comparative period ('pcp'), reflecting resilient trading across the Group despite subdued residential construction markets, together with the contribution from the acquisition of Johns Building Supplies ('JBS'). Gross profit margin of 26.5% was up 30bps on the pcp, with continued expansion underpinned by disciplined pricing, improved mix, and closer supplier alignment. Margin expansion was again achieved despite soft market conditions and heightened competition. EBITDA (before significant items) of $31,150,000 was up 8.4% on the pcp, slightly ahead of the earnings guidance provided in June, reflecting disciplined execution across key areas within the Group’s control including pricing, product mix, procurement, operating expenses, and working capital. EBITDA margin expanded 21bps on the pcp to 7.3%. During FY2026, the Group completed the acquisition of JBS with associated acquisition costs of $963,000. The business contributed revenue of $25,220,000 and EBITDA of $3,081,000 (6.5 months since acquisition on 15 December 2025), for the year ended 30 June 2026.
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Big River Industries Limited Directors' report 30 June 2026 3 Statutory NPAT of $4,901,000 was a material improvement on the FY25 statutory loss of $14,754,000 (which included a $19,957,000 non-cash impairment). Underlying NPAT of $5,200,000 was up 20.5% on the pcp, highlighting the operating leverage in the business. Group Group Summary results 2026 2025 $'000 $'000 Revenue 426,428 405,093 EBITDA* 31,150 28,694 Depreciation (15,285) (14,488) Amortisation (2,788) (2,426) Earnings before interest and tax ('EBIT') and before significant items 13,077 11,780 Finance costs (5,267) (5,524) Net profit before tax ('NPBT') and before significant items 7,810 6,256 Taxation (2,610) (1,971) Net profit after tax ('NPAT') and before significant items 5,200 4,285 Significant Items, net of tax (299) (19,039) Statutory NPAT 4,901 (14,754) Significant items, net of tax: Acquisition costs (963) (11) Rebranding and restructuring costs (367) (1,639) Fair value gain on contingent consideration 1,351 2,073 Impairment of goodwill - (19,957) HR system upgrade and payroll data review (698) - Total significant items before tax (677) (19,534) Tax benefit 378 495 Total significant items after tax (299) (19,039) * EBITDA is net profit before interest, taxes, depreciation, amortisation, and significant items which are acquisition costs, rebranding costs, restructuring costs, impairment charge, HR system upgrade and payroll data review and fair value gain. EBITDA is a financial measure which is not prescribed by Australian Accounting Standards. The Directors consider EBITDA to represent the core earnings of the Group. Segment Revenue Segment EBITDA Segment performance 2026 2025 2026 2025 $'000 $'000 $'000 $'000 Panels 131,421 129,733 12,319 13,534 Construction 295,007 275,360 27,652 23,242 Corporate - - (8,821) (8,082) 426,428 405,093 31,150 28,694 Panels division The Panels division improved revenue performance relative to the prior year. This was driven by continued organic growth in bespoke and value-added product categories across key regions and partly offset by softer trading conditions in New Zealand and continued weakness in the recreational vehicle market.
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Big River Industries Limited Directors' report 30 June 2026 4 Construction division Commercial construction and formwork markets were comparatively resilient. The Formwork and Commercial business continued to perform well, delivering positive organic growth during the year, with particularly strong contributions from the Group’s Western Australian and New South Wales operations. Strong balance sheet The Group maintained a strong balance sheet through FY26, supported by disciplined cash management and capital allocation. Cash conversion remained above 100% at 101.5%, while Net Working Capital to Revenue improved to 15.9% from 17.7%. Gearing reduced to 17.9% from 20.1%, remaining comfortably within the Group’s target range. The Group continues to balance investment in growth with maintaining appropriate financial flexibility and balance sheet capacity. Group Group Net debt 2026 2025 $'000 $'000 Cash and cash equivalents 24,499 22,817 Bank bills (46,000) (46,000) Bank overdraft and trade/lease finance (3,340) (2,295) Net debt (24,841) (25,478) Contingent consideration* (1,889) (1,261) Net debt including contingent consideration (26,730) (26,739) * Contingent consideration represents estimated fair value of future payments to vendors of previously completed acquisitions. These payments are contingent on the achievement of certain financial targets of those acquired businesses. Refer note 19 'Contingent consideration' for further details. Material business risks The Group is subject to general risks as well as risks that are specific to the Group and the Group’s business activities. The following is a list of risks which the Directors believe are or potentially will be material to the Group’s business, however, this is not a complete list of all risks which the Group is, or may be, subject to. General economic risks The Group’s operations and financial performance may be adversely affected by broader economic conditions, including changes in interest rates, inflation, exchange rates, housing activity and construction market demand. Increases in interest rates and inflation may result in higher borrowing and operating costs, while fluctuations in foreign exchange rates may impact the cost of imported timber, building products and other inventory sourced from overseas suppliers. Prolonged weakness in residential or commercial construction activity, reduced consumer confidence, or a downturn in economic conditions may also negatively affect customer demand and lower sales. Processes are in place to be able to respond to changes in conditions and adjust production, delivery and raw materials purchasing requirements as well as manage operating and overhead costs as considered necessary and appropriate. The Group regularly reviews the inputs and methodologies of its forecasting and financial planning systems to improve reaction and response times to abnormal events. Key economic indicators are monitored for data which assist the business in being proactive in its decision making. Work Health and Safety The Group is committed to maintaining a safe and healthy workplace for its employees, contractors, customers and visitors across its manufacturing, warehousing and distribution operations. The nature of the Group's activities involves exposure to workplace health and safety risks, including the operation of machinery, handling of timber and building products, vehicle movements and manual handling tasks. Workplace incidents, injuries or failures to comply with health and safety obligations may result in legal liability, regulatory penalties, increased insurance costs, reputational damage and operational disruptions.
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Big River Industries Limited Directors' report 30 June 2026 5 The Group mitigates work health and safety risks through a comprehensive WHS management framework that incorporates: ● Formal health and safety policies, procedures and standards that comply with applicable workplace health and safety legislation. ● Regular site inspections, hazard identification programs and risk assessments across manufacturing, warehousing, distribution and retail locations. ● Safe operating procedures for plant, equipment, forklift operations, manual handling and other high-risk activities. ● Preventative maintenance programs and regular inspections of plant and equipment to ensure safe operation including provision and monitoring of appropriate personal protective equipment (PPE). ● Incident, near-miss and hazard reporting systems, supported by investigations and corrective action processes. ● Emergency response, business continuity and injury management programs designed to minimise the impact of workplace incidents. Key Personnel risks The Group’s success depends on the continued active participation of its key personnel. If the Group were to lose any of its key personnel or if it were unable to employ additional or replacement personnel, its operations and financial results could be adversely affected. The Group seeks to employ high quality personnel who are remunerated by market competitive arrangements. Succession planning, talent management and organisation design capabilities are a focus of the Board and overseen on its behalf by the Nomination and Remuneration Committee. IT system failure and cyber security risks The Group relies on information technology systems and digital infrastructure to support its operations, including procurement, manufacturing, warehousing, logistics, sales, financial reporting and customer service. Disruption through system failure, cyber-attack, unauthorised access or data loss could adversely affect operations, financial performance and reputation. The Group maintains technology resilience, cyber security and recovery controls including business continuity and disaster recovery arrangements, system redundancy and backups, security monitoring, vulnerability management, access controls, regular testing and employee cyber security training. Cyber security capability is managed within the Group’s Technology function, with designated personnel focused on monitoring, testing, incident preparedness and the ongoing improvement of security controls. External specialist services and technology platforms also support threat detection, vulnerability management and incident response. Climate related There may be climate related factors which impact the Group's operations in both the near and longer term. For example, these impacts could be in areas such as availability and cost of materials used in the Group’s products or manufacturing processes, transport, and/or occurrence of extreme weather events. Any significant or sustained impacts could adversely affect the Group’s financial performance and/or financial position. The Group has begun developing a comprehensive Scopes 1 & 2 Emissions Inventory in line with the Greenhouse Gas Protocol, integrating management and reduction strategies across all sites to meet reporting obligations. Sources of emissions for Scope 3 will also be identified, with ESG reporting to commence in the 2027 Annual Report. Significant changes in the state of affairs Acquisition of business Johns Building Supplies - Perth, Western Australia ('JBS') On 1 December 2025, the Group acquired 100% of the business and assets of Johns Building Supplies ('JBS'), a business located in Perth, WA. Completion was effective from 15 December 2025 and the maximum purchase price was $17,075,000. This included an upfront consideration of $10,200,000 in cash, $2,000,000 in Big River shares issued at the 10-day VWAP immediately prior to completion ('Consideration Shares') and a further $2,875,000 in cash and a further $2,000,000 in contingent consideration which may be payable on the achievement of defined EBITDA thresholds). The Consideration Shares were issued out of the Company's existing Listing Rule 7.1 placement capacity. Half of the Consideration Shares were subject to a 12-month escrow and the remainder of the Consideration Shares are subject to a 24-month escrow. Entitlement offer On 24 December 2025, the Company issued 7,322,160 ordinary shares at an issue price of $1.370 raising a total of $10,031,000 through a shareholder entitlement offer.
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Big River Industries Limited Directors' report 30 June 2026 6 Extension of bank facilities During the financial year, the Group extended its existing banking facility with National Australia Bank. The revised terms include an extension of the maturity date (no bank bills maturing in FY 2026), with all other material terms remaining substantially unchanged. There were no other significant changes in the state of affairs of the Group during the financial year. Matters subsequent to the end of the financial year Apart from the dividend declared, no other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Likely developments and expected results of operations The Group enters FY27 with an improved earnings base, resilient gross margins, a disciplined cost structure, and a strong pipeline of targeted growth initiatives. Subject to market conditions and successful execution against the strategic priorities detailed below, the Group reiterates its expectation for double-digit EBITDA growth in FY27. Principal drivers are expected to include: ● Full-year contribution from Johns Building Supplies and continued growth in Western Australia. ● Increased market penetration in key higher-value product growth categories where Big River has a competitive advantage. ● Investment in specialist sales, technical, and category management capability. ● Continued Gross Profit improvement through pricing discipline, product mix, supplier consolidation, and procurement initiatives. ● Increased utilisation of the Group’s manufacturing capability. ● Further operational efficiencies across the Group’s branch, warehouse, and supply chain network. ● Continued implementation of standardised processes and systems. ● Increased operating leverage as revenue growth is delivered through the Group’s existing national platform. Residential markets are expected to remain variable in the near term and as such market growth is expected to be subdued in FY27. Commercial, infrastructure, and formwork activity is expected to remain comparatively resilient. Western Australia and South Australia are expected to continue outperforming the softer eastern-seaboard markets of New South Wales and Victoria, with the Queensland market expected to grow as preparations for the Brisbane 2032 Olympics accelerate. The Group will continue to maintain a disciplined approach to costs, working capital, and capital investment while progressing initiatives that deliver measurable earnings and cash outcomes. The Group continues to explore targeted value-accretive acquisition opportunities. As announced on 29 June 2026, the Board's review of the Group's valuation, capital structure and strategic opportunities is progressing, and the Group will update the market once that review has concluded. Environmental regulation The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
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Big River Industries Limited Directors' report 30 June 2026 7 Information on Directors Name: John Lorente Title: Managing Director and Chief Executive Officer Qualifications: John holds a Bachelor of Science from the University of Sydney, a Masters of Business Administration from Macquarie Graduate School of Management and is a Member of the Australian Institute of Company Directors (MAICD). Experience and expertise: John Lorente is a senior executive and company director with extensive experience across strategy, operations, M&A, business transformation and commercial leadership within the building products, manufacturing and distribution sectors. He has held senior executive and Board roles across listed and private organisations, leading businesses through growth, transformation and complex market environments. John is Managing Director and Chief Executive Officer of Big River Industries Limited, having joined the Group in February 2018 and been appointed CEO in March 2023. He has led the development and execution of the Group’s strategy, including business transformation, investment in manufacturing capability, portfolio development, strategic acquisitions and the continued development of its national distribution network. Prior to Big River, John spent 12 years with ASX listed GWA Group Limited in senior management roles across Australia and the United States, with responsibility across its building products businesses. Earlier in his career, he held commercial and management roles within the coatings and construction materials sectors. Other current directorships: Non Executive Director of Natbuild Group Pty Ltd Non Executive Director of the National Timber & Hardware Association Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 251,828 ordinary shares (directly) 39,725 ordinary shares (indirectly) Interests in rights: 704,037 performance rights (directly) Name: Martin Monro Title: Independent Non-Executive Chair Qualifications: Martin has a BA with a double major in Psychology from Flinders University and post-graduate qualifications in Human Resources Management from Charles Sturt University. He is a graduate of the London Business School Accelerated Development Programme, a Fellow of the Australian Institute of Company Directors and a Fellow of the Australian Institute of Building. Experience and expertise: Martin was formerly the Chief Executive Officer and Managing Director of Watpac Limited from August 2012 until his retirement in an executive capacity in June 2019. Martin remained on that board as a Non-Executive Director until June 2024. Martin has more than 30 years’ experience in the Australian and International construction sectors, with a proven track record in prudent financial management, safety leadership and successful expansion into new markets. Since June 2020, Martin is a Non-Executive Director of Fleetwood Limited and Chair of its Risk Committee, and a Non-Executive Director of Service Stream Limited as a Non-Executive Director where he Chairs the Remuneration and Nomination Committee. In March 2026, Martin joined the board of the non-listed construction group, John Holland as an independent Non-Executive Director. Other current directorships: Fleetwood Limited (ASX: FWD) Service Stream Limited (ASX: SSM) Former directorships (last 3 years): None Special responsibilities: Chair of the Board Member of the Audit and Risk Committee Member of the Nomination and Remuneration Committee Interests in shares: 55,000 ordinary shares (directly) Interests in rights: None
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Big River Industries Limited Directors' report 30 June 2026 8 Name: Martin Kaplan Title: Non-Executive Director Qualifications: Martin holds a Bachelor of Commerce degree from the University of Cape Town and previously qualified as a Chartered Accountant (South Africa & Canada). Experience and expertise: Martin has been a Non-Executive Director of the Company since November 2015 and a director of Big River Group Pty Limited since February 2016. Martin is currently an Investment Director of Anacacia Capital Pty Ltd, the management company of the major shareholders Anacacia Pty Ltd as trustee for Anacacia V Fund A and Anacacia B Pty Ltd as trustee for Anacacia V Fund B. Other current directorships: Non-Executive Director of Direct Couriers Group Pty Ltd (non-listed) Non-Executive Director of Florabelle Imports Group Pty Ltd (non-listed) Non-Executive Director of Anacacia B Pty Ltd CAN 689 724 310 as trustee for the Anacacia V Fund B. Former directorships (last 3 years): None Special responsibilities: Member of the Nomination and Remuneration Committee Interests in shares: Martin is an Investment Director of Anacacia Capital Pty Ltd which manages the interests of the major shareholders Anacacia Pty Ltd as trustee for Anacacia V Fund A and Anacacia B Pty Ltd as trustee for Anacacia V Fund B. Martin does not have a relevant interest in those shares for the purposes of the Corporations Act 2001. Interests in rights: None Name: Brad Soller Title: Independent Non-Executive Director Qualifications: Brad is a Chartered Accountant and has a Master of Commerce, a Bachelor of Accounting and a Bachelor of Commerce from the University of Witwatersrand. Experience and expertise: Brad is a very experienced senior financial executive and previously held the roles of Chief Financial Officer at Metcash, David Jones and Lendlease Group. Other current directorships: Non-Executive Director and Chair of the Audit and Risk Committee at Reliance Worldwide Corporation Limited (ASX: RWC) Advisory Board member of Merlon Capital Partners (non-listed). Former directorships (last 3 years): Non-Executive Director and Chair of the Audit and Risk committee at Bapcor Limited (ASX: BAP) Special responsibilities: Chair of the Audit and Risk Committee Interests in shares: 16,462 ordinary shares (directly) Interests in rights: None Name: Alexander (Sandy) Beard Title: Independent Non-Executive Director (appointed 3 November 2025) Qualifications: Sandy is a Chartered Accountant and has a Bachelor of Commerce degree, and a member of the AICD (Australian Institute of Company Directors) Experience and expertise: Sandy has been a Director and Chairman of more than 25 ASX listed companies and many more private companies over the past 30 years. He is a professional investor and has extensive experience with investee businesses, both in providing advice, assisting in acquisitions and divestments, capital raisings and in direct management roles, especially bringing management expertise to small cap companies in driving shareholder returns. Other current directorships: Chairman of Schoolblazer Limited (ASX.SBZ) Chairman of Anagenics Limited (ASX:AN1) Chairman of FOS Capital Ltd (ASX:FOS) Chairman of H&G High Conviction Limited (ASX:HCF) Former directorships (last 3 years): Director of Centrepoint Alliance Ltd (ASX:CAF) until September 2023 Special responsibilities: Chair of the Nomination and Remuneration Committee Interests in shares: 30,000 ordinary shares (directly) 20,000 ordinary shares (indirectly) Interests in rights: None
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Big River Industries Limited Directors' report 30 June 2026 9 Name: Sacha Leagh-Murray Title: Independent Non-Executive Director (appointed 1 January 2026) Qualifications: Sacha holds a Bachelor of Business from Queensland University of Technology and has completed executive education programs in digital transformation and operational excellence through institutions including IMD and MIT. Experience and expertise: Sacha is a senior Australian business leader with over 30 years of experience in sales, marketing, digital transformation, and executive leadership within the manufacturing, building products, and FMCG sectors. Most recently, she served as Executive General Manager of Laminex Australia and was on the boards of Wespine Industries and Hexion Australia. Sacha notably repositioned Laminex as a design-led innovator, enhancing relationships with architects and driving product innovation and market growth. Since joining Laminex in 2017, she has led significant initiatives, including launching the Laminex ecommerce platform and relaunching the Laminex Colour Collection. Other current directorships: None Former directorships (last 3 years): Wespine Industries Pty Limited (non-listed) Hexion Australia Pty Limited (non-listed) Special responsibilities: None Interests in shares: 5,000 ordinary shares (directly) Interests in rights: None Name: Vicky Papachristos Title: Former independent Non-Executive Director (resigned 28 October 2025) Qualifications: Vicky holds an Engineering degree from Monash University, an MBA from the Australian Graduate School of Management and is a member of the Australian Institute of Company Directors. Experience and expertise: Vicky is an experienced Non-Executive Director for over 15 years and has served on public, private and not-for-profit Boards including Aussie Broadband, GMHBA, Eftpos, Mt Baw Baw Alpine Resort, Coventry Group and Scale Investors. In her corporate career she has experience in blue chip companies, as well as running her own marketing and customer strategy management consultancy firm. Vicky has been involved across various strategic and business development roles with organisations including Shell, Westpac, and Myer. 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 'Interests in shares' and 'interests in rights' are as at the date of this report. Company Secretary John O'Connor John O'Connor was appointed to the position of Company Secretary on 22 August 2022. John has a Bachelor Commerce from University College Dublin, is a Chartered Management Accountant and a Graduate of the Australian Institute of Company Directors. He has over 30 years' experience in senior finance roles.
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Big River Industries Limited Directors' report 30 June 2026 10 Meetings of Directors The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2026, and the number of meetings attended by each Director were: Full Board Nomination and Remuneration Committee Audit and Risk Committee Attended Held Attended Held Attended Held J Lorente 14 14 - - - - M Monro 14 14 4 4 4 4 M Kaplan 14 14 4 4 4 4 B Soller 14 14 - - 4 4 A Beard 10 10 1 2 - - S Leagh-Murray 6 6 - - - - V Papachristos 4 4 2 2 - - Held: represents the number of meetings held during the time the Director held office or was a member of the relevant committee.
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Big River Industries Limited Directors' report 30 June 2026 11 Remuneration report (audited) The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations and explains how the Group's performance has driven remuneration outcomes. Key management personnel are those people who have authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all Directors. The key management personnel of the Group during FY2026 are detailed in the table below: Name Position Term as KMP Non-Executive Directors: M Monro Director and Chair of the Board Full year M Kaplan Director Full year V Papachristos Director To 28 October 2025 B Soller Director Full year A Beard Director From 3 November 2025 S Leagh-Murray Director From 1 January 2026 Executive KMP: J Lorente Managing Director and Chief Executive Officer Full year Other KMP: J O'Connor Chief Financial Officer Full year The remuneration report is set out under the following main headings: ● Principles used to determine the nature and amount of remuneration. ● Details of remuneration. ● Service agreements. ● Share-based compensation. ● Additional information. ● Additional disclosures relating to key management personnel. Principles used to determine the nature and amount of remuneration The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices: ● competitiveness and reasonableness; ● acceptability to shareholders; ● performance linkage / alignment of executive compensation; and ● transparency. The Nomination and Remuneration Committee is responsible for: ● determining and reviewing remuneration arrangements for its directors and executives; ● the operation of incentive plans, including equity-based remuneration plans for senior executives; ● reviewing Board and senior executive succession plans; and ● recommending the appointment of any new directors. The quality of the directors and executives is a major factor in the overall performance of the Group. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel. The Nomination and Remuneration Committee has structured an executive remuneration framework that is market competitive and complementary to achievement of the reward strategy of the Group.
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Big River Industries Limited Directors' report 30 June 2026 12 The reward framework is designed to align executive reward to shareholders' interests. The Board has considered that it should seek to enhance shareholders' interests by: ● having economic profit as a core component; ● focusing on sustained growth in shareholder value and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and ● attracting and retaining high caliber executives. Additionally, the reward framework should seek to enhance executives' interests by: ● rewarding capability and experience; ● reflecting competitive reward for contribution to growth in shareholder value; and ● providing a clear structure for earning rewards. In accordance with best practice corporate governance, the structure of non-executive Director and executive Director remuneration is separate. Non-executive directors' remuneration Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. The Chair's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The Chair is not present at any discussions relating to the determination of his own remuneration. Non-executive directors do not receive share options, rights or other incentives. ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. Unless otherwise determined by a resolution of shareholders, the maximum aggregate remuneration payable by the Company to all non- executive directors of the Company for their services as directors, including their services on a Board Committee or Sub-Committee and including superannuation is limited to $750,000 per annum (in total). Executive remuneration The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components. The executive remuneration and reward framework currently has three components: ● fixed base salary, including superannuation and non-monetary benefits; ● short-term performance incentives; and ● long-term performance incentives. The combination of these comprises the executives' total remuneration. Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Nomination and Remuneration Committee based on individual performance, the overall performance of the Group and comparable market remunerations. Executives may receive their fixed remuneration in the form of cash or other fringe benefits where it does not create any additional costs to the Group. The short-term incentive ('STI') program is designed to align the targets of the business with the performance hurdles of executives. STI payments made to executives are at the discretion of the Board and are based on the achievement of financial hurdles, principally relating to EBITDA performance, and key performance indicators ('KPI's') both financial and non-financial being achieved. KPI's include profit contribution, cash management, customer satisfaction, safety performance, leadership contribution and product management. The STI's are paid in cash following the end of the financial year and approval from the Nomination and Remuneration Committee. The Nomination and Remuneration Committee retains the discretion to withdraw or amend the STI at any time.
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Big River Industries Limited Directors' report 30 June 2026 13 The long-term incentive program ('LTI') is designed to create an alignment between shareholders and the remuneration of key executives and senior managers through the issue of Performance Rights. The number of Performance Rights vesting will be determined by reference to the compound annual growth rate ('CAGR') in Earnings Per Share ('EPS') over the vesting period and ranges from nil for less than 3% CAGR in EPS to 100% for greater than 10% CAGR in EPS, subject to an overriding discretion held by the Board. The Board considers CAGR in EPS to be an appropriate performance measure as it aligns with the Group’s remuneration policy of creating shareholder value and is within the scope of influence of the selected executives. Group performance and link to remuneration Remuneration for the senior executives is directly linked to the performance of the Group. A portion of their STI is dependent on meeting the Board approved Annual Budget for operating EBITDA. The remaining portion of the STI is based on performance against objectives. In the event of a senior executive leaving during a financial year, any STI payable is at the discretion of the Nomination and Remuneration Committee. Refer to the section 'Additional information' below for details of the earnings for the last five years. Use of remuneration consultants During the financial year ended 30 June 2026, the Group did not engage remuneration consultants. Voting and comments made at the Company's 2025 Annual General Meeting ('AGM') At the 28 October 2025 AGM, 99.79% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2025. The Company did not receive any specific feedback at the AGM regarding its remuneration practices. Details of remuneration Details of the remuneration of key management personnel of the Group are set out in the following tables. Short-term benefits Post- employment benefits Long-term benefits Share-based payments Cash salary Cash Non- Super- Leave Perform- ance and fees bonus(5) monetary annuation benefits rights Total 2026 $ $ $ $ $ $ $ Non-Executive Directors: M Monro 134,068 - - 15,932 - - 150,000 M Kaplan(1) 80,000 - - - - - 80,000 V Papachristos(2) 32,185 - - 3,862 - - 36,047 B Soller 84,874 - - 10,126 - - 95,000 A Beard(3) 46,703 - - 5,604 - - 52,307 S Leagh-Murray(4) 32,967 - - 3,956 - - 36,923 Executive Directors: J Lorente 520,344 57,558 - 30,000 21,391 228,968 858,261 Other Key Management Personnel: J O'Connor 400,358 25,967 - 30,000 11,206 102,321 569,852 1,331,499 83,525 - 99,480 32,597 331,289 1,878,390 (1) M Kaplan is entitled to fees as a director which are paid directly to Anacacia Capital Pty Ltd, a substantial shareholder. (2) Remuneration is from 1 July 2025 to date of resignation as Director, being 28 October 2025. (3) Remuneration is from 3 November 2025 being the date of appointment as Director. (4) Remuneration is from 1 January 2026 being the date of appointment as Director. (5) The Nomination and Remuneration Committee considered the performance of the Group during the year and the senior executives achievement of financial and non-financial objectives. While the senior executives did not achieve the profit hurdle incentive target and therefore did not receive any financial STI, the executives did achieve various non-financial KPI's and as such were awarded 21% of their maximum STI for the year.
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Big River Industries Limited Directors' report 30 June 2026 14 'Long-term benefits' represent movements in accrued long service and annual leave. Total remuneration paid to non-executive Directors for the year ending 30 June 2026 amounted to $450,277 (30 June 2025: $498,815). This amounts to 60.0% (30 June 2025: 66.5%) of the maximum aggregate remuneration payable to all non-executive Directors of $750,000, as approved at the 2023 AGM. Short-term benefits Post- employment benefits Long-term benefits Share-based payments Cash salary Cash Non- Super- Leave Perform- ance and fees bonus(3) monetary annuation benefits rights Total 2025 $ $ $ $ $ $ $ Non-Executive Directors: M Monro 134,529 - - 15,471 - - 150,000 M Kaplan(1) 80,000 - - - - - 80,000 V Papachristos 85,202 - - 9,798 - - 95,000 B York(2) 70,686 - - 8,129 - - 78,815 B Soller 85,202 - - 9,798 - - 95,000 Executive Directors: J Lorente 504,483 75,000 - 29,932 12,822 79,080 701,317 Other Key Management Personnel: J O'Connor 387,991 21,009 - 29,932 (4,045) 35,353 470,240 1,348,093 96,009 - 103,060 8,777 114,433 1,670,372 (1) M Kaplan is entitled to fees as a Director which are paid directly to Anacacia Capital Pty Ltd, a substantial shareholder. (2) Remuneration is from 1 July 2024 to date of resignation as Director, being 11 June 2025. (3) The Nomination and Remuneration Committee considered the performance of the Group during the year and the senior executives achievement of financial and non-financial objectives. While the senior executives did not achieve the profit hurdle incentive target and therefore did not receive any financial STI, the executives did achieve various non-financial KPI's and as such were awarded 24% of their maximum STI for the year. 'Long-term benefits' represent payment of accrued leave entitlements on termination, and movements in accrued long service leave and annual leave entitlements. The proportion of remuneration linked to performance and the fixed proportion are as follows: Fixed remuneration At risk - STI At risk - LTI Name 2026 2025 2026 2025 2026 2025 Executive Directors: J Lorente 66% 78% 7% 11% 27% 11% Other Key Management Personnel: J O'Connor 77% 88% 5% 4% 18% 8%
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Big River Industries Limited Directors' report 30 June 2026 15 The proportion of the cash bonus paid/payable or forfeited is as follows: Maximum STI Actual STI Cash bonus paid/payable Cash bonus forfeited Name $ $ 2026 2025 2026 2025 Executive Directors: J Lorente 247,655 57,558 23% 31% 77% 69% Other Key Management Personnel: J O'Connor 154,929 25,967 17% 14% 83% 86% Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: John Lorente Title: Managing Director and Chief Executive Officer Agreement commenced: 1 March 2023 Term of agreement: No fixed term Details: Total fixed employment cost ('TFEC') of $550,344 per annum including statutory superannuation contributions. Either John or the Company may terminate the employment contract by giving six months' written notice to the other party. A Short-Term Incentive ('STI') is payable up to 45% of TFEC subject to the achievement of financial hurdles, principally relating to EBITDA performance, and for the achievement of personal business objectives. Name: John O'Connor Title: Chief Financial Officer and Company Secretary Agreement commenced: 22 August 2022 Term of agreement: No fixed term Details: Total fixed employment cost ('TFEC') of $430,358 per annum including statutory superannuation contributions. John may terminate his employment contract by giving three months' written notice to the Company and the Company may terminate the employment contract by giving three months' written notice to John. A Short-Term Incentive ('STI') is payable up to 36% of TFEC subject to the achievement of financial hurdles, principally relating to EBITDA performance, and for the achievement of personal business objectives. As a part of their service agreements, John Lorente and John O'Connor also have the opportunity to participate in the Big River Industries Long Term Incentive Program ('LTI') by invitation, as per the program rules. Key management personnel have no entitlement to termination payments in the event of removal for misconduct. Share-based compensation Issue of shares There were no shares issued to Directors and other key management personnel as part of compensation during the year ended 30 June 2026.
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Big River Industries Limited Directors' report 30 June 2026 16 Performance rights The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of Directors and other key management personnel in this financial year or future reporting years are as follows: Number of Fair value rights Measurement per right Name granted Grant date period(1) Expiry date(2) at grant date J Lorente 155,570 15 November 2023 30 June 2026 15 November 2028 $1.723 259,354 5 November 2024 30 June 2027 5 November 2029 $1.177 289,113 3 November 2025 30 June 2028 3 November 2030 $1.320 J O'Connor 69,455 15 November 2023 30 June 2026 15 November 2028 $1.723 115,911 5 November 2024 30 June 2027 5 November 2029 $1.177 129,189 3 November 2025 30 June 2028 3 November 2030 $1.320 (1) Measurement period represents the financial year ended date for the measurement of vesting conditions for performance rights. Performance rights vest following confirmation of the achievement of vesting conditions in August following the end of the measurement period. (2) The expiry date represents the last possible date that vested performance rights can be converted to shares in the Company if not exercised prior. Performance rights granted carry no dividend or voting rights. On exercise of rights, the Board will determine at its discretion whether to settle the exercised rights in shares, cash, or a combination thereof. Performance rights that are not forfeited on cessation of employment will be retained for testing for vesting at the end of the relevant measurement period. The number of performance rights over ordinary shares granted to and vested by Directors and other key management personnel as part of compensation during the year ended 30 June 2026 are set out below: Number of Number of Number of Number of rights rights rights rights granted granted vested vested during the during the during the during the year year year year Name 2026 2025 2026 2025 J Lorente 289,113 259,354 - - J O'Connor 129,189 115,911 - - Values of performance rights over ordinary shares granted, vested and lapsed for Directors and other key management personnel as part of compensation during the year ended 30 June 2026 are set out below: Value of Value of Value of rights rights rights granted vested lapsed during the during the during the year year year Name $ $ $ J Lorente 381,600 - 119,987 J O'Connor 170,517 - 122,786
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Big River Industries Limited Directors' report 30 June 2026 17 Additional information The earnings of the Group for the five years to 30 June 2026 are summarised below: 2026 2025 2024 2023 2022 $'000 $'000 $'000 $'000 $'000 Sales revenue 426,428 405,093 414,676 449,451 409,263 EBITDA* 31,150 28,694 32,578 50,958 47,131 Profit after income tax (pre-significant items) 5,200 4,285 8,401 22,602 21,609 (Loss)/profit after income tax (statutory) 4,901 (14,754) 8,034 21,176 21,267 * EBITDA is net profit before interest, taxes, depreciation, amortisation, and significant items which are acquisition costs, rebranding costs, restructuring costs, impairment charge, HR system upgrade, payroll data review and fair value gain. EBITDA is a financial measure which is not prescribed by Australian Accounting Standards. The Directors consider EBITDA to represent the core earnings of the Group. The factors that are considered to affect total shareholders return ('TSR') are summarised below: 2026 2025 2024 2023 2022 Earnings per share pre-significant items (cents per share) 5.78 5.02 10.03 27.27 26.44 Earnings per share (statutory) (cents per share) 5.45 (17.28) 9.59 26.76 26.03 The Board considers the achievement of EPS growth as aligned with and a key factor to the creation of shareholder value and this reinforces the remuneration principles set out in this Remuneration report. Additional disclosures relating to key management personnel Shareholding The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below: Balance at Exercise of Balance at the start of performance Disposals/ the end of the year rights Additions other the year Ordinary shares J Lorente 268,534 - 23,019 - 291,553 M Monro 42,500 - 12,500 - 55,000 M Kaplan - - - - - V Papachristos(1) 38,562 - 559 (39,121) - B Soller 14,945 - 1,517 - 16,462 A Beard(2) 3,648 - 46,352 - 50,000 S Leagh-Murray(2) - - 5,000 - 5,000 J O'Connor 20,000 - - - 20,000 388,189 - 88,947 (39,121) 438,015 (1) Disposals/other represents the key management personnel is no longer a director or key management personnel during the year, not necessarily a disposal of holding. (2) Holding at start of year represents holding as at date of appointment as a director or key management personnel.
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Big River Industries Limited Directors' report 30 June 2026 18 Performance rights holding The number of performance rights over ordinary shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below: Balance at Expired/ Balance at the start of forfeited/ the end of the year Granted Exercised other the year Performance rights over ordinary shares J Lorente 489,287 289,113 - (74,363) 704,037 J O'Connor 261,464 129,189 - (76,098) 314,555 750,751 418,302 - (150,461) 1,018,592 This concludes the remuneration report, which has been audited.
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Big River Industries Limited Directors' report 30 June 2026 19 Shares under performance rights Unissued ordinary shares of Big River Industries Limited under performance rights at the date of this report are as follows: Number Grant date Expiry date of rights 15 November 2023 15 November 2028 357,150 5 November 2024 5 November 2029 863,782 3 November 2025 3 November 2030 1,099,593 2,320,525 No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share issue of the Company or of any other body corporate. Shares issued on the exercise of performance rights There were no ordinary shares of Big River Industries Limited issued on the exercise of performance rights during the year ended 30 June 2026 and up to the date of this report. Indemnity and insurance of officers The Company has indemnified the Directors and executives of the Company for costs incurred, in their capacity as a Director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the Directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Indemnity and insurance of auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to 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 part of those proceedings. Non-audit services No non-audit services were provided by the auditor (or by another person or firm on the auditor's behalf) during the current financial year. Officers of the Company who are former partners of BDO Audit Pty Ltd There are no officers of the Company who are former partners of BDO Audit Pty Ltd. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors' report. Rounding of amounts The Company is of a kind referred to in Corporations Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
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Big River Industries Limited Directors' report 30 June 2026 20 This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the Directors ___________________________ ___________________________ Martin Monro John Lorente Chair Managing Director and Chief Executive Officer 25 August 2026 Sydney
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Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au Parkline Place Level 25, 252 Pitt Street Sydney NSW 2000 Australia BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of B DO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member fi rms. Liability limited by a scheme approved under Professional Standards Legislation. DECLARATION OF INDEPENDENCE BY RYAN POLLETT TO THE DIRECTORS OF BIG RIVER INDUSTRIES LIMITED As lead auditor of Big River Industries Limited for the year ended 30 June 2026, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Big River Industries Limited and the entities it controlled during the period. Ryan Pollett Director BDO Audit Pty Ltd Sydney, 25 August 2026
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Big River Industries Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2026 Group Group Note 2026 2025 $'000 $'000 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 22 Revenue 5 426,428 405,093 Other income 6 697 846 Fair value gain on contingent consideration 19 1,351 2,073 Expenses Raw materials and consumables used 7 (314,038) (299,714) Selling and distribution expense (7,459) (8,689) Employee benefits expense 7 (54,666) (49,696) Occupancy expense (6,454) (5,535) General and administration expense (13,170) (12,635) Acquisition costs 7 (963) (11) Rebranding costs 7 (240) (106) Depreciation and amortisation expense 7 (18,073) (16,914) Impairment of receivables 9 (537) (976) Impairment of goodwill 14 - (19,957) Restructuring costs (127) (1,533) Other expenses 7 (349) - Finance costs, net 7 (5,267) (5,524) Profit/(loss) before income tax expense 7,133 (13,278) Income tax expense 8 (2,232) (1,476) Profit/(loss) after income tax expense for the year attributable to the owners of Big River Industries Limited 23 4,901 (14,754) Other comprehensive loss Items that may be reclassified subsequently to profit or loss Net change in the fair value of cash flow hedges taken to equity, net of tax 542 (330) Foreign currency translation (2,193) 257 Other comprehensive loss for the year, net of tax (1,651) (73) Total comprehensive income/(loss) for the year attributable to the owners of Big River Industries Limited 3,250 (14,827) Cents Cents Basic earnings/(loss) per share 36 5.45 (17.28) Diluted earnings/(loss) per share 36 5.31 (17.28)
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Big River Industries Limited Consolidated statement of financial position As at 30 June 2026 Group Group Note 2026 2025 $'000 $'000 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 23 Assets Current assets Cash and cash equivalents 24,499 22,817 Trade and other receivables 9 56,917 53,374 Inventories 10 73,849 72,634 Financial assets 26 286 286 Derivative financial instruments 11 178 - Income tax refund 8 - 40 Other assets 1,219 878 Total current assets 156,948 150,029 Non-current assets Derivative financial instruments 11 85 - Property, plant and equipment 12 25,267 24,557 Right-of-use assets 13 31,102 25,294 Intangibles 14 56,234 44,430 Deferred tax 8 1,652 1,498 Total non-current assets 114,340 95,779 Total assets 271,288 245,808 Liabilities Current liabilities Trade and other payables 15 59,793 54,421 Lease liabilities 17 12,048 11,277 Derivative financial instruments 11 - 68 Income tax payable 8 944 636 Provisions 18 8,785 8,234 Contingent consideration 19 961 - Other liabilities 20 1,704 1,937 Total current liabilities 84,235 76,573 Non-current liabilities Borrowings 16 46,000 46,000 Lease liabilities 17 24,545 18,525 Derivative financial instruments 11 - 211 Provisions 18 1,978 1,862 Contingent consideration 19 928 1,261 Total non-current liabilities 73,451 67,859 Total liabilities 157,686 144,432 Net assets 113,602 101,376 Equity Issued capital 21 114,628 102,822 Reserves 22 11,324 12,213 Accumulated losses 23 (12,350) (13,659) Total equity 113,602 101,376
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Big River Industries Limited Consolidated statement of changes in equity For the year ended 30 June 2026 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 24 Issued Foreign currency translation Profit appropria- tion Hedging reserve - cash flow Share-based payments Accumulated capital reserve reserve hedges reserve losses Total equity Group $'000 $'000 $'000 $'000 $'000 $'000 $'000 Balance at 1 July 2024 102,784 (806) - 51 (1,291) 18,510 119,248 Loss after income tax expense for the year - - - - - (14,754) (14,754) Other comprehensive income/(loss) for the year, net of tax - 257 - (330) - - (73) Total comprehensive income/(loss) for the year - 257 - (330) - (14,754) (14,827) Transfer (note 22) - - 14,000 - - (14,000) - Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 21) 38 - - - - - 38 Share-based payments (note 37) - - - - 332 - 332 Dividends paid (note 24) - - - - - (3,415) (3,415) Balance at 30 June 2025 102,822 (549) 14,000 (279) (959) (13,659) 101,376 Issued Foreign currency translation Profit appropria- tion Hedging reserve - cash flow Share-based payments Accumulated capital reserve reserve hedges reserve losses Total equity Group $'000 $'000 $'000 $'000 $'000 $'000 $'000 Balance at 1 July 2025 102,822 (549) 14,000 (279) (959) (13,659) 101,376 Profit after income tax expense for the year - - - - - 4,901 4,901 Other comprehensive (loss)/income for the year, net of tax - (2,193) - 542 - - (1,651) Total comprehensive (loss)/income for the year - (2,193) - 542 - 4,901 3,250 Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 21) 11,806 - - - - - 11,806 Share-based payments (note 37) - - - - 762 - 762 Dividends paid (note 24) - - - - - (3,592) (3,592) Balance at 30 June 2026 114,628 (2,742) 14,000 263 (197) (12,350) 113,602
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Big River Industries Limited Consolidated statement of cash flows For the year ended 30 June 2026 Group Group Note 2026 2025 $'000 $'000 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 25 Cash flows from operating activities Receipts from customers (inclusive of GST) 466,000 448,302 Payments to suppliers and employees (inclusive of GST) (434,263) (419,576) 31,737 28,726 Interest income 7 463 517 Interest and other finance costs paid 7 (3,703) (3,849) Income taxes paid (3,329) (2,103) Net cash from operating activities 35 25,168 23,291 Cash flows from investing activities Payment for acquisition of businesses 32 (13,075) - Payments for property, plant and equipment, net of lease finance (2,533) (2,165) Payments of deferred consideration 19 - (2,807) Proceeds from entitlement offer 9,769 - Proceeds from disposal of property, plant and equipment 157 339 Net cash used in investing activities (5,682) (4,633) Cash flows from financing activities Net lease repayments (14,110) (12,971) Dividends paid, net of reinvestment plan 24 (3,555) (3,377) Net cash used in financing activities (17,665) (16,348) Net increase in cash and cash equivalents 1,821 2,310 Cash and cash equivalents at the beginning of the financial year 22,817 20,477 Effects of exchange rate changes on cash and cash equivalents (139) 30 Cash and cash equivalents at the end of the financial year 24,499 22,817
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 26 Note 1. General information The financial statements cover Big River Industries Limited as a group consisting of Big River Industries Limited ('Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ('Group'). The financial statements are presented in Australian dollars, which is Big River Industries Limited's functional and presentation currency. Big River Industries Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Trenayr Road Junction Hill NSW 2460 A description of the nature of the Group's operations and its principal activities are included in the Directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of Directors, on 25 August 2026. The Directors have the power to amend and reissue the financial statements. Note 2. Material accounting policy information The accounting policies that are material to the Group are set out below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated. New or amended Accounting Standards and Interpretations adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the AASB and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 31. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Big River Industries Limited as at 30 June 2026 and the results of all subsidiaries for the year then ended. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de- consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 27 Foreign currency translation Foreign currency transactions Foreign currency transactions are translated into the Company's functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign operations The assets and liabilities of foreign operations are translated into the functional currency using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity. The foreign currency reserve is recognised in profit or loss if the foreign operation or net investment is disposed of. Revenue recognition The Group recognises revenue as follows: Revenue from contracts with customers The Group generates revenue primarily from the manufacture, distribution and sale of timber, building products, formwork products, decorative panels, engineered timber products and prefabricated frame and truss systems across Australia and New Zealand. The Group recognises revenue in accordance with AASB 15 by identifying customer contracts and performance obligations, determining and allocating the transaction price, and recognising revenue when control of goods transfers to the customer, generally upon delivery or collection. Variable consideration, such as trade discounts and volume rebates, is estimated based on contractual terms, historical experience and expected purchasing patterns, with amounts reducing revenue accordingly. Revenue is recognised only where it is highly probable that a significant reversal of previously recognised revenue will not occur. Sale of goods Sale of goods revenue is recognised at the point in time when the performance obligation has been satisfied, which is when the customer obtains control of the goods. This is generally when: ● products are delivered to the customer's nominated location in accordance with agreed delivery terms; or ● products are collected by the customer from the Group’s warehouses, distribution centres or branches. 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. Government grant Grants from the government are recognised at their fair value when there is reasonable assurance that the grant will be received and that the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in profit or loss over the periods necessary to match them with the costs that they are intended to compensate. Income tax The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 28 Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: ● When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or ● When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Tax consolidation Big River Industries Limited (the 'head entity') and its wholly-owned Australian resident subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 45 days. The Group has adopted a lifetime expected loss allowance in estimating expected credit loss to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available. Inventories Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a 'weighted average' basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable. Derivative financial instruments Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Derivatives are classified as current or non-current depending on the expected period of realisation. Cash flow hedges The Group uses derivative financial instruments to manage exposure to fluctuations in future cash flows arising from variable interest rate borrowings and foreign currency denominated purchases associated with its building products, timber and manufacturing operations.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 29 The Group's principal hedging instruments comprise: ● interest rate swap contracts used to hedge exposure to movements in variable interest rates on bank bill facilities; and ● forward foreign exchange contracts used to hedge exposures arising from forecast purchases of imported inventory and raw materials denominated in foreign currencies, primarily United States Dollars (USD) and Euros (EUR). Where a hedging relationship qualifies for hedge accounting under AASB 9 'Financial Instruments', the effective portion of changes in the fair value of the hedging instrument is recognised in other comprehensive income and accumulated in the cash flow hedges reserve within equity. The ineffective portion of any hedge is recognised immediately in profit or loss within finance costs or other operating expenses, depending on the nature of the underlying exposure. Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. The cost of fixed assets constructed within the Group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overhead. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Buildings 25 to 40 years Plant and equipment 3 to 25 years Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the improvements, whichever is shorter. The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Right-of-use assets A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred. Intangible assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 30 Goodwill Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. Customer relationships Customer relationships acquired in a business combination are amortised on a straight-line basis over the period of their expected benefit, being their finite life of up to 7 years. Software Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of up to 7 years. Product development Product development has a finite useful life and is carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost over the useful life of up to 8 years. Brands Brands acquired in a business combination are not amortised on the basis that it has an indefinite life. Management considers that the useful life of brands is indefinite because there is no foreseeable limit to the cash flows this asset can generate. This is reassessed every year. Instead, it is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment of non-financial assets Goodwill and intangible assets with an indefinite life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a post-tax discount rate specific to the asset or group of cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Lease liabilities A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right- of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down. Provisions Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 31 Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high-quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Defined contribution superannuation expense Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. Share-based payments Equity-settled share-based compensation benefits are provided to employees. Equity-settled transactions include rights over shares, that are provided to employees in exchange for the rendering of services. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the rights, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the rights, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. Fair value measurement The Group measures certain financial assets and liabilities at fair value at each reporting date, including derivative financial instruments, contingent consideration arising from business combinations and strategic equity investments. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. In measuring fair value, the Group uses valuation techniques that maximise the use of observable market inputs and minimise the use of unobservable inputs. The valuation technique selected is based on the characteristics of the asset or liability being measured and the availability of reliable market data. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 32 The Group's fair value measurements typically comprise: Derivative financial instruments Interest rate swap contracts and forward foreign exchange contracts are measured using valuation techniques based on observable market data, including forward interest rates, foreign exchange rates and yield curves. The Group uses services of external valuers to determine the fair value of these instruments at reporting date on an MTM valuation basis, and are classified as Level 2 fair value measurements. Contingent consideration Contingent consideration liabilities arising from business combinations are measured at fair value using discounted cash flow models based on forecast future earnings or EBITDA outcomes of the acquired business and the expected future payments under the acquisition agreement. These valuations incorporate significant unobservable inputs and are therefore classified as Level 3 fair value measurements. Changes in fair value within each reporting date are recognised in profit or loss. Strategic equity investments The Group's investment in externally held, unlisted industry-related entities is measured at fair value and is classified as a Level 3 fair value measurement. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the Company. Business combinations The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the Group to former owners of the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date. Contingent consideration to be transferred by the Group is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. Business combinations are initially accounted for on a provisional basis. The Group retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 33 Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Big River Industries Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming conversion of all dilutive potential ordinary shares. Comparatives Certain comparatives have been reclassified to align with current year disclosure. There has been no change to net assets, equity or profit for the year of any reclassification. Rounding of amounts The Company is of a kind referred to in Corporations Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2026. The Group's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below. AASB 18 Presentation and Disclosure in Financial Statements This standard is applicable to annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The standard replaces AASB 101 'Presentation of Financial Statements', although many of the requirements have been carried forward unchanged and is accompanied by limited amendments to the requirements in AASB 107 ‘Statement of Cash Flows’. The standard will affect presentation and disclosure in the financial statements, including introducing five categories in the statement of profit or loss and other comprehensive income: operating, investing, financing, income taxes and discontinued operations. The standard introduces two mandatory sub-totals in the statement: 'Operating profit' and 'Profit before financing and income taxes'. There are also new disclosure requirements for 'management-defined performance measures', such as earnings before interest, taxes, depreciation and amortisation ('EBITDA') or 'adjusted profit'. The standard provides enhanced guidance on grouping of information (aggregation and disaggregation), including whether to present this information in the primary financial statements or in the notes. The Group will adopt this standard from 1 July 2027 and it is expected that there will be a significant change to the layout of the statement of profit or loss and other comprehensive income. Note 3. Critical accounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. 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 through the use of a provision matrix using fixed rate of credit loss provisioning. These provisions are based on recent sales experience, historical collection rate and forward-looking information that is available.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 3. Critical accounting judgements, estimates and assumptions (continued) 34 Goodwill and 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 2. The recoverable amounts of group of cash-generating units have been determined based on value-in-use calculations. As disclosed in note 14, 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 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 using value-in-use calculations, which incorporate a number of key estimates and assumptions. Lease term The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances. Incremental borrowing rate Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment. Note 4. Operating segments Identification of reportable operating segments Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Maker ('CODM'), being the Chief Executive Officer. The CODM is responsible for the allocation of resources to operating segments and assessing their performance. The information reported to the Chief Executive Officer is aggregated based on product types and nature of the underlying activities which the Group operates. The Group’s reportable segments are as follows: Panels Comprised nine distribution sites of timber panel products in Australia and New Zealand, of which four are also manufacturing sites Construction Comprised of sixteen sites which sell building, commercial and formwork products in Australia, of which three are also frame and truss prefabrication plants Sales between segments are based on similar terms and conditions to those in place with third party customers and are eliminated from the results below. The Directors consider Revenue and EBITDA* as the Group's key segment measures. EBITDA* is measured pre significant items which are presented separately due to their nature, size and expected infrequent occurrence and therefore do not reflect the underlying trading of the Group.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 4. Operating segments (continued) 35 Operating segment information Corporate Panels Construction (unallocated) Total Group - 2026 $'000 $'000 $'000 $'000 Revenue Sales to external customers 131,421 295,007 - 426,428 EBITDA* (pre significant items) 12,319 27,652 (8,821) 31,150 Depreciation and amortisation (18,073) Finance costs (5,267) Other significant items (677) Profit before income tax expense 7,133 Income tax expense (2,232) Profit after income tax expense 4,901 Corporate Panels Construction (unallocated) Total Group - 2025 $'000 $'000 $'000 $'000 Revenue Sales to external customers 129,733 275,360 - 405,093 EBITDA* (pre significant items) 13,534 23,242 (8,082) 28,694 Depreciation and amortisation (16,914) Impairment of goodwill (19,957) Finance costs (5,524) Other significant items 423 Loss before income tax expense (13,278) Income tax expense (1,476) Loss after income tax expense (14,754) Significant items include: Impairment of goodwill (8,057) (11,900) - (19,957) Geographical information Revenue from external customers Geographical non-current assets 2026 2025 2026 2025 $'000 $'000 $'000 $'000 Australia 405,179 383,008 105,873 85,721 New Zealand 21,249 22,085 6,815 8,560 426,428 405,093 112,688 94,281 There is no single customer with 10% or more of revenue. The geographical non-current assets above are exclusive of deferred tax assets. * EBITDA is net profit before interest, taxes, depreciation, amortisation, and significant items which are acquisition costs, rebranding costs, restructuring costs, impairment charge, HR system upgrade, payroll data review and fair value gain.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 36 Note 5. Revenue Group Group 2026 2025 $'000 $'000 Sale of goods 426,428 405,093 Disaggregation of revenue Disaggregation of revenue is disclosed in note 4. All of the Group's revenue is recognised at a point in time. Note 6. Other income Group Group 2026 2025 $'000 $'000 Net gain on disposal of property, plant and equipment 126 285 Other income 571 561 Other income 697 846 Note 7. Expenses Group Group 2026 2025 $'000 $'000 Profit/(loss) before income tax includes the following specific expenses: Cost of sales Cost of sales 314,038 299,714 Depreciation Buildings 187 186 Plant and equipment 3,159 2,973 Plant and equipment under lease 658 628 Buildings right-of-use assets 11,281 10,701 Total depreciation 15,285 14,488 Amortisation Customer relationships 2,466 2,104 Software 298 298 Product development 24 24 Total amortisation 2,788 2,426 Total depreciation and amortisation 18,073 16,914
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 7. Expenses (continued) 37 Group Group 2026 2025 $'000 $'000 Employee benefits expense Salaries and wages (including annual leave and long service leave) 48,387 44,200 Superannuation 5,517 5,164 Share-based remuneration 762 332 Total employee benefits expense 54,666 49,696 Other expenses HR system upgrade 349 - Finance costs Interest and finance charges paid/payable on borrowings 3,703 3,849 Interest and finance charges paid/payable on lease liabilities 1,874 1,966 Unwind of interest on contingent consideration 153 226 Interest income (463) (517) Finance costs expensed 5,267 5,524 Expenses associated with business combinations Acquisition costs 963 11 Expenses associated with rebranding Other rebranding costs 240 106
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 38 Note 8. Income tax Group Group 2026 2025 $'000 $'000 Income tax expense Current tax 3,664 3,096 Deferred tax - origination and reversal of temporary differences (1,378) (1,560) Adjustment recognised for prior periods (current tax) (54) (60) Aggregate income tax expense 2,232 1,476 Numerical reconciliation of income tax expense and tax at the statutory rate Profit/(loss) before income tax expense 7,133 (13,278) Tax at the statutory tax rate of 30% 2,140 (3,983) Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Share-based remuneration 229 100 Impairment of intangibles - 5,987 Fair value gain (405) (622) Sundry items 342 73 2,306 1,555 Adjustment recognised for prior periods (current tax) (54) (60) Difference in overseas tax rates (20) (19) Income tax expense 2,232 1,476 The standard rate of corporation tax applied to taxable profit is 30% (30 June 2025: 30%). Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 8. Income tax (continued) 39 Net deferred tax asset 30 June 2026 Balance at Recognised in Additions through business Recognised in Exchange Balance at 1 Jul 2025 profit or loss combinations equity differences 30 Jun 2026 $'000 $'000 $'000 $'000 $'000 $'000 Deferred tax asset Allowance for expected credit losses 899 45 - - - 944 Employee benefits 2,616 156 - - - 2,772 Leases 8,195 1,746 - - - 9,941 Capital raise expenses 15 - - 104 - 119 Other provisions and accruals 2,312 167 171 - - 2,650 Deferred tax asset 14,037 2,114 171 104 - 16,426 Deferred tax liability Property, plant and equipment (1,810) 233 - - - (1,577) Right-of-use assets (7,540) (1,709) - - (51) (9,300) Customer relationships (2,409) 740 (1,448) - - (3,117) Brand (780) - - - - (780) Deferred tax liability (12,539) (736) (1,448) - (51) (14,774) Net deferred tax asset/(liability) 1,498 1,378 (1,277) 104 (51) 1,652 30 June 2025 Balance at Recognised in Additions through business Recognised in Exchange Balance at 1 Jul 2024 profit or loss combinations equity differences 30 Jun 2025 $'000 $'000 $'000 $'000 $'000 $'000 Deferred tax asset Allowance for expected credit losses 813 86 - - - 899 Employee benefits 2,669 (53) - - - 2,616 Leases 9,117 (922) - - - 8,195 Capital raise expenses 101 (86) - - - 15 Other provisions and accruals 1,770 542 - - - 2,312 Deferred tax asset 14,470 (433) - - - 14,037 Deferred tax liability Property, plant and equipment (2,032) 222 - - - (1,810) Right-of-use assets (8,686) 1,140 - - 6 (7,540) Customer relationships (3,040) 631 - - - (2,409) Brand (780) - - - - (780) Deferred tax liability (14,538) 1,993 - - 6 (12,539) Net deferred tax asset/(liability) (68) 1,560 - - 6 1,498
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 40 Note 9. Trade and other receivables Group Group 2026 2025 $'000 $'000 Current assets Trade receivables 57,498 53,737 Less: Allowance for expected credit losses (3,156) (3,008) 54,342 50,729 Other receivables 2,575 2,645 56,917 53,374 Allowance for expected credit losses The Group has recognised a loss of $537,000 in profit or loss in respect of the expected credit losses for the year ended 30 June 2026 (30 June 2025: loss of $976,000). The ageing of the trade receivables and allowance for expected credit losses provided for above are as follows: Expected credit loss rate Carrying amount Allowance for expected credit losses 2026 2025 2026 2025 2026 2025 Group % % $'000 $'000 $'000 $'000 Not overdue 1.67% 1.64% 37,864 33,321 631 547 0 to 3 months overdue 4.72% 4.32% 17,522 18,320 827 792 Over 3 months overdue 80.40% 79.63% 2,112 2,096 1,698 1,669 57,498 53,737 3,156 3,008 Debtors are written off when the cash is no longer considered collectable. The average credit period on sale of goods is 45 days. No interest is charged on outstanding trade receivables. The movements in the allowance for expected credit losses in respect of trade receivables during the year was as follows: Group Group 2026 2025 $'000 $'000 Opening balance 3,008 2,717 Additional provisions recognised 537 976 Receivables written off during the year as uncollectable (389) (685) Closing balance 3,156 3,008
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 41 Note 10. Inventories Group Group 2026 2025 $'000 $'000 Current assets Raw materials and work in progress 2,771 2,822 Finished goods 75,898 73,628 Less: Provision for stock obsolescence (4,820) (3,816) 73,849 72,634 Note 11. Derivative financial instruments Group Group 2026 2025 $'000 $'000 Current assets Forward foreign exchange contracts - cash flow hedges 178 - Non-current assets Interest rate swap contracts - cash flow hedges 85 - Current liabilities Forward foreign exchange contracts - cash flow hedges - (68) Non-current liabilities Interest rate swap contracts - cash flow hedges - (211) 263 (279) Refer to note 25 for further information on financial instruments. Refer to note 26 for further information on fair value measurement. Note 12. Property, plant and equipment Group Group 2026 2025 $'000 $'000 Non-current assets Freehold land - at cost 856 856 Buildings - at cost 5,597 5,597 Less: Accumulated depreciation (2,165) (1,978) 3,432 3,619 Plant and equipment - at cost 53,195 48,988 Less: Accumulated depreciation (32,216) (28,906) 20,979 20,082 25,267 24,557
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 12. Property, plant and equipment (continued) 42 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Freehold Plant and Plant and equipment under land Buildings equipment finance Total Group $'000 $'000 $'000 $'000 $'000 Balance at 1 July 2024 856 3,805 18,678 1,869 25,208 Additions - - 2,282 969 3,251 Disposals - - (54) - (54) Exchange differences - - 18 - 18 Write off of assets - - (79) - (79) Transfers in/(out) - - 147 (147) - Depreciation expense - (186) (2,973) (628) (3,787) Balance at 30 June 2025 856 3,619 18,019 2,063 24,557 Additions - - 4,427 - 4,427 Additions through business combinations (note 32) - - 443 - 443 Disposals - - (30) - (30) Exchange differences - - (126) - (126) Depreciation expense - (187) (3,159) (658) (4,004) Balance at 30 June 2026 856 3,432 19,574 1,405 25,267 Note 13. Right-of-use assets Group Group 2026 2025 $'000 $'000 Non-current assets Buildings - right-of-use 59,455 52,051 Less: Accumulated depreciation (28,353) (26,757) 31,102 25,294 The Group leases land and buildings for its offices, warehouses and retail outlets under agreements of between 2 to 10 years with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 13. Right-of-use assets (continued) 43 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Buildings - right-of-use Group $'000 Balance at 1 July 2024 29,180 Additions 3,476 Lease reassessment 3,726 Exchange differences 31 Write off of assets (418) Depreciation expense (10,701) Balance at 30 June 2025 25,294 Additions 13,001 Additions through business combinations (note 32) 3,548 Lease reassessment 999 Exchange differences (88) Write off of assets (371) Depreciation expense (11,281) Balance at 30 June 2026 31,102 For other AASB 16 and lease related disclosures, refer to the following: ● note 7 for details of interest on lease liabilities; ● note 12 for plant and equipment under lease; ● note 17 for lease liabilities and maturity analysis at 30 June 2026; and ● consolidated statement of cash flows for repayment of lease liabilities.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 44 Note 14. Intangibles Group Group 2026 2025 $'000 $'000 Non-current assets Goodwill 62,255 53,266 Less: Accumulated Impairment (19,304) (20,079) 42,951 33,187 Customer relationships 19,560 14,732 Less: Accumulated amortisation (9,169) (6,703) 10,391 8,029 Software - at cost 2,082 2,082 Less: Accumulated amortisation (1,791) (1,493) 291 589 Product development - at cost 191 191 Less: Accumulated amortisation (190) (166) 1 25 Brand name - at cost 2,600 2,600 56,234 44,430 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Customer Product Brand Goodwill relationships Software development name Total Group $'000 $'000 $'000 $'000 $'000 $'000 Balance at 1 July 2024 53,095 10,133 887 49 2,600 66,764 Exchange differences 49 - - - - 49 Impairment losses (19,957) - - - - (19,957) Amortisation expense - (2,104) (298) (24) - (2,426) Balance at 30 June 2025 33,187 8,029 589 25 2,600 44,430 Additions through business combinations (note 32) 10,340 4,828 - - - 15,168 Exchange differences (576) - - - - (576) Amortisation expense - (2,466) (298) (24) - (2,788) Balance at 30 June 2026 42,951 10,391 291 1 2,600 56,234 Impairment testing For the purpose of impairment testing, goodwill, brands and other intangible assets are allocated to a group of cash generating units ('CGUs'), which are expected to benefit from the synergies of the business combinations. Goodwill acquired through business combinations is allocated to the lowest level within the entity at which the goodwill is monitored, being the two groups of CGU’s – Panels and Construction Divisions.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 14. Intangibles (continued) 45 Allocation to CGU’s The carrying amount of goodwill and intangible assets are allocated to the Group’s CGUs as follows: Goodwill Goodwill Customer relationships Brand name 2026 2025 2026 2025 2026 2025 $'000 $'000 $'000 $'000 $'000 $'000 Group of CGUs Panels 14,611 15,187 4,002 5,397 2,600 2,600 Construction 28,340 18,000 6,389 2,632 - - 42,951 33,187 10,391 8,029 2,600 2,600 The recoverable amount of the Group's goodwill has been determined by a value-in-use calculation of the two groups of CGUs, using a discounted cash flow model based on a single year detailed FY2027 budget as reviewed by management and extrapolated for a further four years using a steady rate, together with a terminal value. The value-in-use calculations have been prepared using a compound growth rate of 6.0% for Panels group of CGU's and 3.5% for Construction group of CGU's (30 June 2025: 6.0% for Panels group of CGU's and 3.5% for Construction group of CGU's) and terminal growth rate of 2.5% (30 June 2025: 2.5%) across both groups of CGU's. The discount rate applied to cashflow projections which are derived from the Group's weighted average cost of capital, adjusted for varying risk profiles were: ● Pre-tax discount rate 14.1% (30 June 2025: 14.1%) ● Post-tax discount rate 10.3% (30 June 2025: 10.3%) The two groups of CGU's have been assessed with the same weighted average cost of capital as they have similar economic and risk profiles. The key assumptions used in the value-in-use calculation are based on past experience and the Group’s forecast operating and financial performance for the groups of CGUs taking into account the current market and economic conditions, risks, uncertainties and opportunities for improvements. Sensitivity analysis Whilst it is management’s view that the assumptions used for discount rate, short-term growth rate and terminal growth rate are reasonable, a sensitivity analysis was performed for each CGU group. The results of this sensitivity analysis were such that any reasonably possible changes to the assumptions applied to the Construction group of CGU's would not cause the carrying amount to exceed the recoverable amount. The Panels group of CGU’s had a headroom of $9,600,000 at 30 June 2026. Management has identified that reasonably possible changes in the key assumptions applied to the Panels group of CGU's could cause the carrying amount to exceed the recoverable amount as at 30 June 2026.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 14. Intangibles (continued) 46 The key assumptions to which the Panels division is most sensitive and the potential impacts on the carrying amount of the related goodwill is shown in the table below: Change in key Carrying amount to exceed the recoverable Panels assumption amount by % $'000 Post-tax discount rate 1.3% 326 Short-term growth rate (CAGR) (2.6%) 96 Note 15. Trade and other payables Group Group 2026 2025 $'000 $'000 Current liabilities Trade payables 44,050 42,314 Goods and services tax payable 960 937 Other payables and accrued expenses 14,783 11,170 59,793 54,421 Refer to note 25 for further information on financial instruments. Note 16. Borrowings Group Group 2026 2025 $'000 $'000 Non-current liabilities Bank bills 46,000 46,000 Refer to note 25 for further information on financial instruments. Assets pledged as security Borrowings are secured by a first registered mortgage over assets of the Group.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 16. Borrowings (continued) 47 Financing arrangements Unrestricted access was available at the reporting date to the following lines of credit: Group Group 2026 2025 $'000 $'000 Total facilities Bank overdraft and trade finance 12,671 13,018 Bank bills 62,000 62,000 Lease facility 5,900 5,900 80,571 80,918 Used at the reporting date Bank overdraft and trade finance - - Bank bills 46,000 46,000 Lease facility 3,340 2,295 49,340 48,295 Unused at the reporting date Bank overdraft and trade finance 12,671 13,018 Bank bills 16,000 16,000 Lease facility 2,560 3,605 31,231 32,623 Refer to note 25 for further information on extension of bank bills maturities. Loan covenants The bank bills are subject to certain financial covenants and these are assessed at the end of each quarter. The loans will be repayable immediately if the covenants are breached. The Group is not aware of any facts or circumstances that indicate that it may have difficulty complying with the covenants within 12 months after the reporting period. Note 17. Lease liabilities Group Group 2026 2025 $'000 $'000 Current liabilities Lease liability - plant and equipment under lease 825 725 Lease liability - right-of-use lease 11,223 10,552 12,048 11,277 Non-current liabilities Lease liability - plant and equipment under lease 2,515 1,570 Lease liability - right-of-use lease 22,030 16,955 24,545 18,525
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 17. Lease liabilities (continued) 48 The following table details the Group's remaining contractual maturity, both current and non-current, for its lease liabilities: 1 year Between 1 and Between 2 and Between 3 and Between 4 and Over Remaining contractual or less 2 years 3 years 4 years 5 years 5 years maturities $'000 $'000 $'000 $'000 $'000 $'000 $'000 Group - 2026 Lease liability - plant and equipment under lease 1,034 959 768 696 409 - 3,866 Lease liability - right-of-use lease 13,227 9,673 7,014 4,804 3,161 - 37,879 14,261 10,632 7,782 5,500 3,570 - 41,745 Group - 2025 Lease liability - plant and equipment under lease 857 647 578 372 137 - 2,591 Lease liability - right-of-use lease 11,988 8,936 5,709 3,115 623 - 30,371 12,845 9,583 6,287 3,487 760 - 32,962 The cash flows in the maturity analysis above include interest and are not expected to occur significantly earlier than contractually disclosed. Note 18. Provisions Group Group 2026 2025 $'000 $'000 Current liabilities Annual leave 4,468 4,151 Long service leave 4,317 4,083 8,785 8,234 Non-current liabilities Long service leave 468 502 Lease make good 1,510 1,360 1,978 1,862 Lease make good The provision represents the present value of the estimated costs to make good the premises leased by the Group at the end of the respective lease terms.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 18. Provisions (continued) 49 Movements in provisions Movements in each class of provision during the current financial year, other than employee benefits, are set out below: Lease make good Group - 2026 $'000 Carrying amount at the start of the year 1,360 Additions through business combinations (note 32) 150 Carrying amount at the end of the year 1,510 Note 19. Contingent consideration Group Group 2026 2025 $'000 $'000 Current liabilities Contingent consideration 961 - Non-current liabilities Contingent consideration 928 1,261 Reconciliation Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out below: Opening balance 1,261 5,915 Additions through business combinations 1,826 - Unwind of present value interest 153 226 Payments made during the year - (2,807) Fair value gain on re-assessment of liability (1,351) (2,073) Closing balance 1,889 1,261 The provision represents the obligation to pay contingent consideration following the acquisition of a business or assets. It is measured at the fair value of the estimated liability. Fair value measurement The below table gives information about how the level 3 fair value measurement of the contingent considerations that are disclosed above and are determined (in particular, the valuation technique and inputs used). Significant Relationship and sensitivity of Type Valuation technique unobservable inputs unobservable inputs to value Contingent consideration through business combinations The valuation model considers the present value of the expected payments which are determined considering the possible scenarios of forecast EBITDA. Forecast EBITDA Risk adjusted discount rate The higher the discount rate, the lower the fair value The higher the amount of EBITDA, the higher the fair value
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 50 Note 20. Other liabilities Group Group 2026 2025 $'000 $'000 Current liabilities Deferred revenue 1,704 1,937 Deferred revenue related to the portion of government grant that will be recognised over the life of the associated assets to be acquired. The majority of the assets were commissioned in June 2023, with project completed and fully operational in November 2023. Note 21. Issued capital Group Group Group Group 2026 2025 2026 2025 Shares Shares $'000 $'000 Ordinary shares - fully paid 94,190,636 85,391,326 114,628 102,822 Movements in ordinary share capital Details Date Shares Issue price $'000 Balance 1 July 2024 85,362,772 102,784 Issue of shares in relation to dividend reinvestment plan 4 October 2024 13,669 $1.4200 19 Issue of shares in relation to dividend reinvestment plan 2 April 2025 14,885 $1.2700 19 Balance 30 June 2025 85,391,326 102,822 Issue of shares in relation to dividend reinvestment plan 7 October 2025 26,828 $1.3800 37 Issue of shares as part consideration of the acquisition of Johns Building Supplies (note 32) 16 December 2025 1,450,322 $1.3790 2,000 Issue of shares on entitlement offer 24 December 2025 7,322,160 $1.3700 10,031 Transaction costs arising on share issue, net of tax (262) Balance 30 June 2026 94,190,636 114,628 Ordinary shares Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders should the Company be wound up, in proportions that consider both the number of shares held and the extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Capital risk management The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 21. Issued capital (continued) 51 The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current Company's share price at the time of the investment. The Group is subject to certain covenants under its financing arrangements and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year. The capital risk management policy remains unchanged from the 30 June 2025 Annual Report. Note 22. Reserves Group Group 2026 2025 $'000 $'000 Foreign currency translation reserve (2,742) (549) Profit appropriation reserve 14,000 14,000 Hedging reserve - cash flow hedges 263 (279) Share-based payments reserve (197) (959) 11,324 12,213 Foreign currency translation reserve The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. Profit appropriation reserve The reserve comprises profits appropriated by the parent entity, to be used for payment of future franked dividends to the shareholders of the parent entity. Hedging reserve - cash flow hedges The reserve is used to recognise the effective portion of the gain or loss of cash flow hedge instruments that is determined to be an effective hedge. Share-based payments reserve The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their remuneration, and other parties as part of their compensation for services. Note 23. Accumulated losses Group Group 2026 2025 $'000 $'000 (Accumulated losses)/retained profits at the beginning of the financial year (13,659) 18,510 Profit/(loss) after income tax expense for the year 4,901 (14,754) Dividends paid (note 24) (3,592) (3,415) Transfer to profit appropriation reserve - (14,000) Accumulated losses at the end of the financial year (12,350) (13,659)
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 52 Note 24. Dividends Dividends paid Dividends paid during the financial year were as follows: Group Group 2026 2025 $'000 $'000 Final dividend of 2.0 cents per fully paid ordinary share paid on 7 October 2025 (2025: 2.0 cents per fully paid ordinary share paid on 4 October 2024) 1,708 1,707 Interim dividend of 2.0 cents per fully paid ordinary share paid on 2 April 2026 (2025: 2.0 cents per fully paid ordinary share paid on 2 April 2025) 1,884 1,708 3,592 3,415 Dividend declared On 25 August 2026, the Directors determined a fully franked dividend of 2 cents per fully paid ordinary share to be paid on 6 October 2026. Franking credits Group Group 2026 2025 $'000 $'000 Franking credits available at the reporting date based on a tax rate of 30% 25,966 24,445 Franking credits that will arise from the (refund)/payment of the amount of the provision for income tax at the reporting date based on a tax rate of 30% 933 636 Franking credits available for subsequent financial years based on a tax rate of 30% 26,899 25,081 Note 25. Financial instruments Financial risk management objectives The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments such as forward foreign exchange contracts to hedge certain risk exposures which are not significant. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate risk and ageing analysis for credit risk. Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group's operating units. Finance reports to the Board on a monthly basis. Market risk Foreign currency risk The Group's operations in NZ give rise to exposure to changes in foreign currency rates, primarily the NZD. The Group's currency risk exposure is limited predominantly to consolidated Australian dollar translation risk as the majority of transactions by the New Zealand operations are transacted by the same functional currency of the relevant transaction. Where the Group purchases raw materials and consumables in foreign currencies such as USD or Euro, the Group will use forward rate foreign exchange contracts to hedge exposure.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 25. Financial instruments (continued) 53 Interest rate risk The Group's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Group to interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. The policy is to regularly monitor interest rates and utilise fixed rates for a portion of long-term borrowings when deemed appropriate by the Board. Cash flow hedges were used to cover the Group's exposure to variability in cash flow relating to interest rates. The effective portion of interest rate swap is recognised in other comprehensive income and accumulated under cash flow hedge reserve at year end. As at the reporting date, the Group had the following variable rate borrowings outstanding: 2026 2025 Weighted average interest rate Balance Weighted average interest rate Balance Group % $'000 % $'000 Bank bills 7.29% 46,000 6.82% 46,000 Net exposure to cash flow interest rate risk 46,000 46,000 An analysis by remaining contractual maturities is shown in 'liquidity and interest rate risk management' below. An official increase/decrease in interest rates of 100bps (30 June 2025: 100bps) would have an adverse/favourable effect on profit before tax of the following: Basis points increase Basis points decrease Group - 2026 Basis points change Effect on profit before tax $'000 Effect on equity $'000 Basis points change $'000 Effect on profit before tax $'000 Effect on equity $'000 Variable rate borrowings (100) (460) (322) 100 460 322 Basis points increase Basis points decrease Group - 2025 Basis points change Effect on profit before tax $'000 Effect on equity $'000 Basis points change $'000 Effect on profit before tax $'000 Effect on equity $'000 Variable rate borrowings (100) (460) (322) 100 460 322 The percentage change is based on the expected volatility of interest rates using market data and analysts' forecasts. No principal repayments are due during the year ending 30 June 2026 or 30 June 2025. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral. The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available. The allowance for expected credit losses, as disclosed in note 9, is calculated based on the information available at the time of preparation. The actual credit losses in future years may be higher or lower.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 25. Financial instruments (continued) 54 Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than one year. The Group has no significant credit risk to any individual customer. Liquidity risk Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Remaining contractual maturities The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position. Weighted average interest rate 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities Group - 2026 % $'000 $'000 $'000 $'000 $'000 Non-derivatives Non-interest bearing Trade payables - 44,050 - - - 44,050 Other payables and accrued expenses - 14,783 - - - 14,783 Contingent consideration - 961 928 - - 1,889 Interest-bearing - fixed rate Bank bills 7.29% 3,354 47,972 - - 51,326 Total non-derivatives 63,148 48,900 - - 112,048 During the financial year, the Group successfully negotiated an extension of its existing banking facility with National Australia Bank. The revised terms include an extension of the maturity date, with all other material terms remaining substantially unchanged. This event does not affect the amounts recognised or remaining contractual maturities of Bank bills in the above table. Weighted average interest rate 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities Group - 2025 % $'000 $'000 $'000 $'000 $'000 Non-derivatives Non-interest bearing Trade payables - 42,314 - - - 42,314 Other payables and accrued expenses - 11,170 - - - 11,170 Contingent consideration - - 1,447 - - 1,447 Interest-bearing - variable Bank bills 6.82% 3,136 47,343 - - 50,479 Total non-derivatives 56,620 48,790 - - 105,410
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 25. Financial instruments (continued) 55 The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. Remaining contractual maturities for leases in the current year are now disclosed in non-current liabilities - lease liabilities (refer to note 17). Note 26. Fair value measurement Fair value hierarchy The following tables detail the Group's assets and liabilities, measured or disclosed 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 Level 3: Unobservable inputs for the asset or liability Level 1 Level 2 Level 3 Total Group - 2026 $'000 $'000 $'000 $'000 Assets Shares in TradeNet Solutions Ltd - - 286 286 Derivatives - 263 - 263 Total assets - 263 286 549 Liabilities Contingent consideration - - 1,889 1,889 Total liabilities - - 1,889 1,889 Level 1 Level 2 Level 3 Total Group - 2025 $'000 $'000 $'000 $'000 Assets Shares in TradeNet Solutions Ltd - - 286 286 Total assets - - 286 286 Liabilities Contingent consideration - - 1,261 1,261 Derivatives - 279 - 279 Total liabilities - 279 1,261 1,540 There were no transfers between levels during the financial year. The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities. Valuation techniques for fair value measurements categorised within level 2 and level 3 Unquoted investments have been valued using a discounted cash flow model. Derivative financial instruments have been valued using quoted market rates. This valuation technique maximises the use of observable market data where it is available and relies as little as possible on entity specific estimates. Refer to note 19 for further information on the fair value measurement of contingent consideration.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 56 Note 27. Key management personnel disclosures Compensation The aggregate compensation made to Directors and other members of key management personnel of the Group is set out below: Group Group 2026 2025 $ $ Short-term employee benefits 1,415,024 1,444,102 Post-employment benefits 99,480 103,060 Long-term benefits 32,597 8,777 Share-based payments 331,289 114,433 1,878,390 1,670,372 Note 28. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by BDO Audit Pty Ltd, the auditor of the Company: Group Group 2026 2025 $ $ Audit services - BDO Audit Pty Ltd Audit or review of the financial statements 394,500 371,000 Note 29. Contingent liabilities The Group has given bank guarantees as at 30 June 2026 of $4,049,000 (30 June 2025: $4,233,000) to various landlords. Note 30. Related party transactions Parent entity Big River Industries Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 33. Key management personnel Disclosures relating to key management personnel are set out in note 27 and the remuneration report included in the Directors' report. Transactions with related parties There were no transactions with related parties during the current and previous financial year. Receivable from and payable to related parties There were no trade receivables from or trade payables to related parties at the current and previous reporting date. Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 57 Note 31. Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Parent Parent 2026 2025 $'000 $'000 Profit after income tax 3,825 16,077 Other comprehensive income for the year, net of tax - - Total comprehensive income 3,825 16,077 Statement of financial position Parent Parent 2026 2025 $'000 $'000 Total current assets 127,118 114,251 Total non-current assets 48,205 48,205 Total assets 175,323 162,456 Total current liabilities 113 47 Total non-current liabilities 46,000 46,000 Total liabilities 46,113 46,047 Net assets 129,210 116,409 Equity Issued capital 114,628 102,822 Profit appropriation reserve 14,000 14,000 Share-based payments reserve (197) (959) Retained profits 779 546 Total equity 129,210 116,409 Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity is a party to a deed of cross guarantee (refer note 34) under which it guarantees the debts of its subsidiaries as at 30 June 2026 and 30 June 2025. Contingent liabilities The parent entity had no significant contingent liabilities as at 30 June 2026 and 30 June 2025. Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2026.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 31. Parent entity information (continued) 58 Significant accounting policies The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. Note 32. Business combinations Johns Building Supplies - Perth, Western Australia ('JBS') On 1 December 2025, the Group acquired 100% of the business and assets of Johns Building Supplies ('JBS'), a business located in Perth, WA. Completion was effective from 15 December 2025 and the maximum purchase price was $17,075,000. This included an upfront consideration of $10,200,000 in cash, $2,000,000 in Big River shares issued at the 10-day VWAP immediately prior to completion ('Consideration Shares') and a further $2,875,000 in cash and a further $2,000,000 in contingent consideration which may be payable on the achievement of defined EBITDA thresholds). The Consideration Shares were issued out of the Company's existing Listing Rule 7.1 placement capacity. Half of the Consideration Shares were subject to a 12-month escrow and the remainder of the Consideration Shares are subject to a 24-month escrow. The acquisition contributed $25,220,000 to revenue and $1,430,000 to net profit after tax to the Group from the date of acquisition to 30 June 2026. The values identified in relation to the acquisition are final as at 30 June 2026. Details of the acquisition are as follows: Fair value $'000 Inventories 3,200 Plant and equipment 443 Right-of-use assets 3,548 Customer relationships 4,828 Deferred tax asset 171 Deferred tax liability (1,448) Employee benefits (570) Lease liability (3,548) Net assets acquired 6,624 Goodwill 10,340 Acquisition-date fair value of the total consideration transferred 16,964 Representing: Cash paid or payable to vendor 13,075 Big River Industries Limited shares issued to vendor 2,000 Contingent consideration 1,889 16,964 Acquisition costs expensed to profit or loss 963 Cash used to acquire business, net of cash acquired: Acquisition-date fair value of the total consideration transferred 16,964 Less: contingent consideration (1,889) Less: shares issued by Company as part of consideration (2,000) Net cash used 13,075
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 59 Note 33. Interests in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2: Ownership interest Principal place of business / 2026 2025 Name Country of incorporation % % Big River Group Pty Ltd Australia 100% 100% Big River Group (NZ) Limited New Zealand 100% 100% Plytech International Limited New Zealand 100% 100% Decortech Limited New Zealand 100% 100% Note 34. Deed of cross guarantee The following entities are party to a deed of cross guarantee under which each company guarantees the debts of the others: Big River Industries Limited Big River Group Pty Ltd By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare financial statements and Directors' report under Corporations Instrument 2016/785 issued by the Australian Securities and Investments Commission. The above companies represent a 'Closed Group' for the purposes of the Corporations Instrument, and as there are no other parties to the deed of cross guarantee that are controlled by Big River Industries Limited, they also represent the 'Extended Closed Group'.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 34. Deed of cross guarantee (continued) 60 Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial position of the 'Closed Group'. 2026 2025 Statement of profit or loss and other comprehensive income $'000 $'000 Revenue 405,179 383,008 Other income 1,025 804 Fair value gain on contingent consideration 1,351 2,073 Expenses Raw materials and consumables used (299,772) (285,085) Selling and distribution expense (7,132) (8,416) Employee benefits expense (51,483) (46,522) Occupancy expense (6,066) (5,163) General and administration expense (12,444) (11,817) Acquisition costs (963) (11) Rebranding costs (240) (106) Depreciation and amortisation expense (16,807) (15,608) Impairment of receivables (451) (926) Impairment of goodwill - (13,336) Restructuring costs (127) (1,447) Other expenses (698) - Finance costs, net (5,189) (4,831) Profit/(loss) before income tax expense 6,183 (7,383) Income tax expense (1,971) (1,268) Profit/(loss) after income tax expense 4,212 (8,651) Other comprehensive income Net change in the fair value of cash flow hedges taken to equity, net of tax 542 (330) Foreign currency translation - 424 Other comprehensive income for the year, net of tax 542 94 Total comprehensive income/(loss) for the year 4,754 (8,557) 2026 2025 Equity - accumulated losses $'000 $'000 (Accumulated losses)/retained profits at the beginning of the financial year (19,506) 6,560 Profit/(loss) after income tax expense 4,212 (8,651) Dividends paid (3,592) (3,415) Transfer to profit appropriation reserve - (14,000) Accumulated losses at the end of the financial year (18,886) (19,506)
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 34. Deed of cross guarantee (continued) 61 2026 2025 Statement of financial position $'000 $'000 Current assets Cash and cash equivalents 23,469 20,675 Trade and other receivables 54,999 51,431 Inventories 63,939 61,714 Financial assets 286 286 Derivative financial instruments 178 - Other assets 1,085 772 143,956 134,878 Non-current assets Derivative financial instruments 85 - Investment in subsidiaries 7,335 6,955 Property, plant and equipment 24,388 23,395 Right-of-use assets 29,596 22,904 Intangibles 51,803 39,422 Deferred tax 1,251 1,071 Loan to subsidiaries 6,301 7,058 120,759 100,805 Total assets 264,715 235,683 Current liabilities Trade and other payables 59,089 53,345 Lease liabilities 10,817 9,974 Derivative financial instruments - 68 Income tax payable 934 636 Provisions 8,564 8,003 Contingent consideration 961 - Other liabilities 1,704 1,937 82,069 73,963 Non-current liabilities Borrowings 46,000 46,000 Lease liabilities 24,012 16,964 Derivative financial instruments - 211 Provisions 1,978 1,862 Contingent consideration 929 1,261 72,919 66,298 Total liabilities 154,988 140,261 Net assets 109,727 95,422 Equity Issued capital 114,628 102,822 Reserves 13,985 12,106 Accumulated losses (18,886) (19,506) Total equity 109,727 95,422
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 62 Note 35. Cash flow information Reconciliation of profit/(loss) after income tax to net cash from operating activities Group Group 2026 2025 $'000 $'000 Profit/(loss) after income tax expense for the year 4,901 (14,754) Adjustments for: Depreciation and amortisation 18,073 16,914 Impairment of goodwill - 19,957 Write off of assets 371 527 Net gain on disposal of property, plant and equipment (126) (285) Share-based payments 762 332 Interest on contingent consideration 153 226 Reassessment of contingent consideration (1,351) (2,073) Interest on property leases 1,874 1,966 Other non-cash items (198) - Change in operating assets and liabilities: (Increase)/decrease in trade and other receivables (3,543) 2,673 Decrease/(increase) in inventories 1,985 (112) Increase in deferred tax assets (1,431) (1,566) (Increase)/decrease in prepayments (341) 265 Increase/(decrease) in trade and other payables 5,372 (1,684) Increase in provision for income tax 348 931 (Decrease)/increase in other provisions (54) 40 Decrease in other operating liabilities (1,627) (66) Net cash from operating activities 25,168 23,291 Non-cash investing and financing activities Group Group 2026 2025 $'000 $'000 Additions to the right-of-use assets 13,001 3,476 Shares issued under dividend reinvestment plan 37 38 Lease reassessment 999 3,726 14,037 7,240
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 35. Cash flow information (continued) 63 Changes in liabilities arising from financing activities Bank Lease bills liability Total Group $'000 $'000 $'000 Balance at 1 July 2024 46,000 32,731 78,731 Net cash used in financing activities - (12,971) (12,971) Lease reassessment - 3,726 3,726 Acquisition of leases - 3,476 3,476 Other changes - 2,840 2,840 Balance at 30 June 2025 46,000 29,802 75,802 Net cash used in financing activities - (14,110) (14,110) Lease reassessment - 999 999 Acquisition of leases - 13,001 13,001 Changes through business combinations (note 32) - 3,548 3,548 Other changes - 3,353 3,353 Balance at 30 June 2026 46,000 36,593 82,593 Note 36. Earnings per share Group Group 2026 2025 $'000 $'000 Profit/(loss) after income tax attributable to the owners of Big River Industries Limited 4,901 (14,754) Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 89,985,203 85,376,553 Adjustments for calculation of diluted earnings per share: Performance rights 2,285,735 - Weighted average number of ordinary shares used in calculating diluted earnings per share 92,270,938 85,376,553 Cents Cents Basic earnings/(loss) per share 5.45 (17.28) Diluted earnings/(loss) per share 5.31 (17.28) As at 30 June 2025, the Group is in a loss position and as such, the performance rights issued under employee share plans have not been included as their inclusion would be anti-dilutive. Note 37. Share-based payments Performance rights At the 2018 Annual General Meeting, shareholders approved the Big River Industries Limited Rights Plan ('BRIRP') to be able to grant performance rights to certain key executive management personnel. The number of performance rights vesting is determined by reference to the compound annual growth rate ('CAGR') in earnings per share ('EPS') over the vesting period and ranges from nil for less than 3% CAGR in EPS to 100% for greater than 10% CAGR in EPS, subject to overriding discretion held by the Board.
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Big River Industries Limited Notes to the consolidated financial statements 30 June 2026 Note 37. Share-based payments (continued) 64 Set out below are summaries of performance rights granted under the plan: 2026 Balance at Expired/ Balance at the start of forfeited/ the end of Grant date Expiry date the year Granted Exercised other the year 14/10/2022 14/10/2027 187,787 - - (187,787) - 24/02/2023 14/10/2027 76,098 - - (76,098) - 15/11/2023 15/11/2028 457,454 - - (100,304) 357,150 05/11/2024 05/11/2029 1,016,335 - - (152,553) 863,782 03/11/2025 03/11/2030 - 1,099,593 - - 1,099,593 1,737,674 1,099,593 - (516,742) 2,320,525 2025 Balance at Expired/ Balance at the start of forfeited/ the end of Grant date Expiry date the year Granted Exercised other * the year 17/12/2021 17/12/2026 336,081 - - (336,081) - 14/10/2022 14/10/2027 187,787 - - - 187,787 24/02/2023 14/10/2027 76,098 - - - 76,098 15/11/2023 15/11/2028 457,454 - - - 457,454 05/11/2024 05/11/2029 - 1,016,335 - - 1,016,335 1,057,420 1,016,335 - (336,081) 1,737,674 * Rights granted in December 2021 forfeited during the current period as performance condition (EPS Growth) attached to those rights was not achieved. The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was 3.67 years (30 June 2025: 3.8 years). Valuation model inputs For the performance rights granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows: Share price Dividend Risk-free Fair value Grant date Expiry date at grant date yield interest rate at grant date 03/11/2025 03/11/2030 $1.4300 2.79% 2.90% $1.320 Expenses arising from share-based payment transactions Group Group 2026 2025 $ $ Performance rights 761,885 331,743 Note 38. Events after the reporting period Apart from the dividend declared as disclosed in note 24, no other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
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Big River Industries Limited Consolidated entity disclosure statement As at 30 June 2026 65 Place formed / Ownership Country of interest Australian Foreign Entity name Entity type incorporation % resident residency* Big River Group Pty Ltd Body corporate Australia 100.00% Yes N/A Big River Group (NZ) Limited** Body corporate New Zealand 100.00% Yes New Zealand Plytech International Limited** Body corporate New Zealand 100.00% Yes New Zealand Decortech Limited** Body corporate New Zealand 100.00% Yes New Zealand * Foreign jurisdictions in which the entity is resident for tax purposes according to the law of the foreign jurisdiction. ** These entities are classified as an Australian tax resident under the Income Tax Assessment Act ('ITAA') 1997, but are tax resident of New Zealand under the laws of New Zealand. The central management and control of these entities is in Australia. Hence, these entities are considered dual resident for tax purposes, being a resident of both Australia and New Zealand.
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Big River Industries Limited Directors' declaration 30 June 2026 66 In the Directors' opinion: ● the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes comply with International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements; ● the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2026 and of its performance for the financial year ended on that date; ● there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; ● at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 34 to the financial statements; and ● the information disclosed in the attached consolidated entity disclosure statement is true and correct. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the Directors ___________________________ ___________________________ Martin Monro John Lorente Chair Managing Director and Chief Executive Officer 25 August 2026 Sydney
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BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of B DO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member fi rms. Liability limited by a scheme approved under Professional Standards Legislation. INDEPENDENT AUDITOR'S REPORT To the members of Big River Industries Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Big River Industries Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au Parkline Place Level 25, 252 Pitt Street Sydney NSW 2000 Australia
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Key audit matter How the matter was addressed in our audit Business Combination Accounting – John’s Building Supplies As disclosed in Note 32 of the financial report, the Group completed the acquisition of John’s Building Supplies (‘JBS’) during the year ended 30 June 2026. The accounting for this transaction is considered a key audit matter due to the inherent complexity of business combination accounting and due to the significant judgements and estimates undertaken by management, including: ▪ Determination of the fair value of the consideration transferred, including elements of contingent consideration relating to an earn-out mechanism; and ▪ Determination of the fair value of the assets and liabilities acquired, including identifiable intangible assets and goodwill. Our audit procedures to address this key audit matter included, but were not limited to: ▪ Reviewing the key elements of the transaction, including the acquisition date, consideration paid and the assets and liabilities acquired, to understand the substance and nature of the transaction and that it meets the definition of a ‘Business Combination’ under AASB 3. ▪ Obtaining management’s purchase price allocation and reviewing the key inputs of the calculations to transaction documentation, including executed agreements and supporting financial information. Specifically, this included; ▪ Agreeing elements such as acquisition date and consideration paid to the executed purchase agreements. ▪ Reviewing the completion date balance sheet and performing substantive procedures over the fair value of the assets and any liabilities acquired. ▪ Performing procedures to test the valuation of the consideration paid and net acquired tangible and intangible assets. This included engaging our internal valuation experts to undertake a review of the internally prepared purchase price allocation, including the key assumptions and methodology applied. ▪ Reviewing the accounting entries posted on the transaction, ensuring the transaction has been appropriately recognised in the financial statements. ▪ Reviewing the disclosures included in the annual report, ensuring these are complete and adequate in accordance with the requirements of AASB 3 Business Combinations.
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Key audit matter How the matter was addressed in our audit Impairment of intangible assets As disclosed in Note 14 of the financial report, the Group carries material balances of goodwill and other intangible assets, with a total carrying value of $56.2m at 30 June 2026. AASB 136 Impairment of Assets requires the performance of impairment testing at least annually to support the carrying value of these assets. In accordance with AASB 136, impairment testing was performed for the year- ended 30 June 2026. As a result of the impairment testing performed, no impairment has been recognised in the financial report for the year. This was determined to be a key audit matter as the determination of the value-in-use of each group of cash-generating units (‘CGUs’) involved the application of significant estimates and judgements by management regarding forecast future cash flow for each group of CGUs, the discount rates applied to those cash flows and other key assumptions required in the determination of the value-in- use. Our audit procedures to address this key audit matter included, but were not limited to: ▪ Assessing the appropriateness of management’s identification of CGUs and the allocation of goodwill to groups of CGUs for the purposes of impairment testing in accordance with AASB 136 Impairment of Assets. ▪ Obtaining the Group’s value-in-use models performing tests over the arithmetic accuracy of the models and the underlying calculations. ▪ Evaluating the reasonableness of the key assumptions in the model, including revenue & EBITDA forecasts and growth rates, discount rates and other key assumptions. We challenged the key assumptions through comparison to historical information and available market & industry information. ▪ Performing sensitivity analysis on the models to review the potential impact of changes to the key assumptions and assess any potential impacts on the conclusions of the impairment testing performed. ▪ Ensuring the conclusions in management’s impairment testing are appropriate and accurately reflected in the financial statements. ▪ Assessing the adequacy of disclosures included in the financial report, in relation to the impairment testing performed and the key assumptions and sensitivities required to be disclosed. Other information The directors are responsible for the other information. The other information comprises the information contained in the Director’s report, Corporate Directory and Shareholder Information for the year ended 30 June 2026, but does not include the financial report and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the Chairman and Managing Director’s report and Corporate Details, which is expected to be made available to us after that date. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.
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In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the Chairman and Managing Director’s report and Corporate Details, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and will request that it is corrected. If it is not corrected, we will seek to have the matter appropriately brought to the attention of users for whom our report is prepared. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of: a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of: i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the d irectors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
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A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 11 to 18 of the directors’ report for the year ended 30 June 2026. In our opinion, the Remuneration Report of Big River Industries Limited, for the year ended 30 June 2026, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit Pty Ltd Ryan Pollett Director Sydney, 25 August 2026
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Big River Industries Limited Shareholder information 30 June 2026 72 The shareholder information set out below was applicable as at 6 August 2026. Distribution of equitable securities Analysis of number of equitable security holders by size of holding: Ordinary shares % of total Number shares of holders issued 1 to 1,000 375 0.19 1,001 to 5,000 373 1.08 5,001 to 10,000 138 1.12 10,001 to 100,000 222 6.79 100,001 and over 31 90.82 1,139 100.00 Holding less than a marketable parcel 138 0.03 Equity security holders Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Ordinary shares % of total shares Number held issued J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 28,912,440 30.70 ANACACIA PTY LTD (ANACACIA V FUND A) 17,529,742 18.61 CTL (AUST) PTY LTD 18,712,342 19.87 ANACACIA B PTY LTD (ANACACIA V FUND B) 9,642,058 10.24 GRANJE PTY LTD (PARSONSON FAMILY A/C) 1,643,784 1.75 LINDWEST PTY LTD 1,450,322 1.54 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 1,156,917 1.23 PAUL HARVEY WEBBER & SUSAN MARGARET WEBBER (CADENZA) 901,632 0.96 IAIN OWUSU ANASH AGYEMAN (AGYEMAN FAMILY) 740,741 0.79 HEATHMOND PTY LTD (ATF RAY EDWARDS FAMILY) 595,238 0.63 GROZN PTY LTD (NICK GROZDANOV INVEST A/C) 496,992 0.53 DENIS WILLIAM JAGGAR & CHRISTINE PAULA JAGGAR (NIKAU POINT) 458,431 0.49 BNP PARIBAS NOMINEES PTY LTD (HUB24 CUSTODIAL SERV LTD) 306,119 0.32 MADEFORD PTY LTD 297,619 0.32 010 047 506 PTY LTD (ATF JOHN CLOSTER FAMILY) 297,619 0.32 VESKAY PTY LTD (VESKAY SUPER FUND A/C) 294,435 0.31 JOHN LORENTE 291,553 0.31 GROZS PTY LTD (STEVE GROZDANOV INVEST A/C) 269,405 0.29 RUBENSAM PTY LTD (THE RUBENSHAM FAMILY) 248,033 0.26 SANDFISH PTE LTD 200,000 0.21 84,445,422 89.68
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Big River Industries Limited Shareholder information 30 June 2026 73 Unquoted equity securities Number Number on issue of holders Performance rights 2,320,525 12 Substantial holders Substantial holders in the Company are set out below: Ordinary shares % of total shares Number held issued NAOS ASSET MANAGEMENT 28,494,367 30.25 ANACACIA PARTNERSHIP II LP 27,171,800 28.85 CTL (AUST) PTY LTD 18,712,342 19.87 Voting rights The voting rights attached to ordinary shares are set out below: Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There are no other classes of equity securities. On-market buy-backs There is no current on-market buy-back in relation to the Company's securities.
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Big River Industries Limited Corporate directory 30 June 2026 74 Directors John Lorente Martin Monro Martin Kaplan Brad Soller Alexander Beard Sacha Leagh-Murray Company secretary John O'Connor Registered office Trenayr Road Junction Hill NSW 2460 Tel: 02 6644 0900 Share register MUFG Corporate Markets (AU) Limited (A division of MUFG Pension & Market Services) Level 12 680 George Street Sydney NSW 2000 Tel: 1300 554 474 Auditor BDO Audit Pty Ltd Level 25 252 Pitt Street Sydney NSW 2000 Solicitors Thomson Geer Level 14 60 Martin Place Sydney NSW 2000 Stock exchange listing Big River Industries Limited shares are listed on the Australian Securities Exchange (ASX code: BRI) Website bigrivergroup.com.au Corporate Governance Statement The Directors and management are committed to conducting the business of Big River Industries Limited in an ethical manner and in accordance with the highest standards of corporate governance. Big River Industries Limited has adopted and has substantially complied with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) ('Recommendations') to the extent appropriate to the size and nature of its operations. The Corporate Governance Statement, which sets out the corporate governance practices that were in operation during the financial year and identifies and explains any Recommendations that have not been followed, which is approved at the same time as the Annual Report can be found at: bigriverindustries.com.au/Investors/?page=Corporate-Governance