Annual report
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Contents 1 Directory 2 Chairman’s Statement 3-12 Directors’ Report 13 Lead Auditor’s Independence Declaration 14 Consolidated Statement of Profit or Loss and other Comprehensive Income 15 Consolidated Statement of Financial Position 16 Consolidated Statement of Changes in Equity 17 Consolidated Statement of Cash Flows 18-52 Notes to the Financial Statements 53 Consolidated Entity Disclosure Statement 54 Directors’ Declaration 55-59 Independent Auditor’s Report 60-64 Corporate Governance Statement 65 Shareholder Information
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Directory Page 1 DIRECTORS David Robert Watson (Executive Chairman) David Anderson Mellor (Executive) Bruce Edmond Saxild (Executive) Owen Roy Venter (Executive) Matthew David Watson (Executive) William Edward Moncrieff (Non-executive) Roger Maitland Port (Non-executive) SECRETARY Owen Roy Venter AUDITORS KPMG 235 St. Georges Terrace Perth WA 6000 Telephone (08) 9263 7171 SHARE REGISTRY Computershare Investor Services Pty Ltd Level 17, 221 St. Georges Terrace Perth WA 6000 Telephone (08) 9323 2000 REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS 1 Drummond Place West Perth WA 6005 Telephone (08) 9422 1100 E-mail corporate@ctilogistics.com Web www.ctilogistics.com ASX CODE CLX The financial report covers the Group consisting of CTI Logistics Limited and its subsidiaries. The financial report is presented in Australian dollars. The financial report was authorised for issue by the directors on 26 August 2026. CTI Logistics Limited is a company limited by shares, incorporated and domiciled in Australia.
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Chairman’s Statement Page 2 Revenue for the year was up 9.7% to $357.1m. EBITDA (earnings from operating activities before interest, taxes, depreciation and amortisation expense) of $76.4m was up 29.6% and net profit after tax of $24.0m was up 68.9% on the previous year, resulting in fully diluted earnings per share of 30.31 cents. The Company declared dividends totalling 14.0 cents per share, fully franked, for the year ended 30 June 2026. The 2026 financial results have benefitted from increased freight volumes across the transport network coupled with increased ongoing project work supported by the expansion of the regional WA network, an exceptionally strong finish to the year in May and June and increased demand for flooring products storage space. On 12 August 2026 the Group entered into a binding agreement to acquire a property in Welshpool, Western Australia for $24.1m. The property is located near the Kewdale Rail Terminal and the Group expects to relocate its interstate transport business to the property following redevelopment and the expiry of two existing leases. The acquisition is consistent with the Group’s strategy of securing property assets to support its operating businesses and adding significant value to the Company through appreciation over time. The Company has again retained its ISO certifications for Quality, Environment and Health and Safety across all Group activities. Moving forward, we continue to develop our plans to reduce and offset our carbon footprint. The Company’s excellent safety record is a priority and has been maintained while continuing to operate at high volumes of activity. Staff are invested in a positive health and safety culture, and this reflects in the Company’s strong operationa l results. I would like to acknowledge the Company’s management, staff, drivers and subcontractors for their efforts and dedication in what has been another successful year for the Company. David Watson EXECUTIVE CHAIRMAN 26 August 2026
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Directors’ Report Page 3 Your directors present their report on the group of companies (Group) consisting of CTI Logistics Limited (Company) and its controlled entities for the year ended 30 June 2026. Directors Directors of the Company who were in office during the financial year and up to the date of this report are (unless otherwise indicated): David Robert Watson (Executive Chairman) Mr Watson is the founder, executive chairman and chief executive officer of the Group. Mr Watson is a member of the Remuneration and Nomination Committee. Mr Watson has not held any other directorships in listed companies over the past 3 years. David Anderson Mellor (Executive Director) Mr Mellor is a chartered accountant who has been with the Group since 1978. He is responsible for the Group’s finances and accounts. Mr Mellor has not held any other directorships in listed companies over the past 3 years. Bruce Edmond Saxild (Executive Director) Mr Saxild has been with the Group since 1977. He is responsible for the Group’s logistics and transport operations. He is a member of the A udit and Risk Committee. Mr Saxild has not held any other directorships in listed companies over the past 3 years. Owen Roy Venter (Executive Director) Mr Venter is a c hartered accountant who has been with the Group since 2014. He is the Company Secretary and has finance and accounts responsibilities for the Group. Mr Venter has previously been a director with PricewaterhouseCoopers in the UK as well as a senior manager with KPMG in Perth. During his career of over 30 years he has worked in audit and advisory in public accounting in South Africa, the UK and the US across various industries and sectors. Mr Venter has not held any other directorships in listed companies over the past 3 years. Matthew David Watson (Executive Director) Mr Watson is a c hartered management accountant who has been with the Group since 2019 and previously was a non - executive director of CTI Logistics Limited from 2010 to 2019. During his career of 25 years, Mr Watson has worked for Rio Tinto in Perth, Cisco Systems in London and Accenture in Europe in various financial , operational and project management positions. Mr Watson is a member of the A udit and R isk Committee and has compliance and operational responsibilities for the Group. Mr Watson has not held any other directorships in listed companies over the past 3 years. William Edward Moncrieff (Non-Executive Director) Mr Moncrieff is a non -executive director of CTI Logistics Limited following his appointment in 2021. Mr Moncrieff is counsel with the law firm Blackwall Legal LPP and a proprietor of McKenzie Moncrieff Consulting. He has previously been a partner of the law firms Jackson McDonald and Clayton Utz, a director of McKenzie Moncrieff Lawyers and an executive officer with ASX Limited. He has over 30 years ’ experience in corporate and commercial law, advising on corporate governance and compliance, mergers and acquisitions, securities law and equity capital markets. Mr Moncrieff is a member of the Audit and Risk Committee and the chair of the Remuneration and Nomination Committee. Mr Moncrieff has not held any other directorships in listed companies over the past 3 years. Roger Maitland Port (Non-executive Director) Mr Port was appointed as a non-executive director of CTI Logistics Limited on 22 September 2023. Mr Port is a chartered accountant and former partner of PricewaterhouseCoopers with extensive experience in financial analysis, company and business valuations, transaction due diligence and mergers and acquisitions . He is a Fellow of the Australian Institute of Company Directors and a Fellow of Chartered Accountants Australia and New Zealand. Mr Port has held a number of board and audit and risk committee positions over the past 25 years and is currently a board member of Eagle Mountain Mining Limited (ASX:EM2) and the chair of Linear Clinical Research Limited and Cullen Wines (Australia Pty Ltd). Mr Port is the chair of the Audit and Risk Committee and a member of the Remuneration and Nomination Committee.
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Directors’ Report Page 4 Principal activities of the Group The principal activities of the Group during the year were the provision of logistics and transport services and the provision of security services. Dividends Dividends paid or declared by the Company to members since the end of the previous financial year were: Declared and paid during the year Final 2025 Ordinary Cents per share 5.5 Total amount Franked $4,305,664 Fully franked Date of payment 2 October 2025 Interim 2026 Ordinary 6.0 $4,715,151 Fully franked 31 March 2026 Declared after end of year After the balance sheet date, the directors have declared the following dividend: Declared Final 2026 Ordinary Cents per share 8.0 Total amount Franked $6,345,500 Fully franked Date of expected payment 6 October 2026 The financial effect of this post balance sheet date dividend has not been brought to account in the financial statements for the year ended 30 June 2026 and will be recognised in subsequent financial reports. Review of operations and results The Company is a national transport and logistics provider. Transport operations cover couriers and taxi trucks, business- to-business (B2B) and business -to-customer (B2C) parcel distribution, container handling, fleet management, WA regional road freight and interstate road and rail freight. Logistics includes third party logistics (3PL), offsite fourth party logistics (4PL), supply chain and distribution centre (DC) warehousing, flooring products logistics, e-commerce fulfilment, temperature-controlled warehousing, minerals and energy supply base services, quarantine and preservation wrapping and fumigation, document storage, media destruction and recycling. The Company also has a security business providing installation, maintenance and monitoring of alarms, CCTV visual verification and lone worker protection. For the year ended 30 June 2026, revenue from operations was up 9.7% to $357.1m, with significant growth in the transport segment revenue of 12.3% and consistently strong growth in the logistics segment revenue of 6.4%. EBITDA* increased by 29.6% on the previous financial year to $76.4m and the profit after tax of $24.0m was 68.9% higher than the previous financial year (current financial year figures include the reversal of a prior impairment of $2.1m). These strong results have resulted from: • increased freight volumes across the transport network including an increase in express freight, coupled with increased ongoing project work supported by the expansion of the regional WA network, • an exceptionally strong finish to the year in May and June with volumes exceeding expectations, • increased demand for flooring product s storage space, delivered through the expansion of capacity, improved storage utilisation and increased transport and handling volumes, • improved staff retention rates and enhanced training and development of our staff leading to the achievement of targeted improvements in productivity, and • a continued focus on quality revenue and tighter cost controls to offset rising wage, consumable and property costs. *EBITDA is earnings from operating activities before interest, taxes, depreciation and amortisation expense. Operating cash flow improved by $11.8m to $53.5m for the financial year. The Company’s receivables and cash flow management remained well controlled with debtors’ days outstanding in line with the prior year. Credit losses of $0.4m were incurred in the financial year. Through the combination of paying down debt from cash generated and the increase
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Directors’ Report Page 5 in retained earnings, the gearing ratio has decreased to 20% with interest bearing debt down by $8.2m to $45.9m. The available cash balance marginally decreased to $9.9m with unutilised debt facilities of $20.7m available at 30 June 2026. Construction of the 10,600 sqm facility adjoining the Regional Freight hub at Hazelmere, Western Australia was completed during the financial year , providing the Company with over 250,000 sqm of buildings with available capacity to support future growth. During the year ended 30 June 2026, management obtained an independent valuation of the newly developed facility, which confirmed that the current v alue of the land and building exceeds its original cost. As such, the full amount of the original impairment on this land of $2.1m has been reversed. The Group has historically invested in owner -occupied WA property for its operations, which has generated significant returns through capital appreciation and operational efficiencies. Property assets are recognised on the balance sheet at historical cost less accumulated depreciation. The Company obtains independent external valuations on a rolling 3 -year basis for material owned properties. However, during the current financial year, an independent valuation of the newly completed Hazelmere property was t he only valuation conducted. The total value of the property assets based on the latest independent valuations has increased to $190.0m, representing a significant value premium of $73.9m or 64% above the reported carrying value as at 30 June 2026. The pro perty assets support a strong balance sheet to pursue further growth and comfortably underpin the current share price. As part of our annual ISO commitments, the Company was independently audited and was again successful in retaining certification for Quality (9001:2015), Environment (14001:2015) and Health and Safety (45001:2018). Environmental, social and governance (ESG ) issues remain a focus, and we continue to invest in staff wellbeing, safety initiatives and emissions reduction. Moving forward, we continue to develop our plans to reduce and offset our carbon footprint including seeking a 5 Star Green Star rating for the new facility at Hazelmere. While market conditions remain dynamic and difficult to forecast with certainty, we remain confident in the long -term fundamentals of the freight and logistics sector. Australia's growing population, ongoing regional development and continued expansion of e -commerce are expected to support freight demand over time. With a dominant Western Australian network, an expanding national footprint and significant recent investment in property, fleet and equipment, CTI is well positioned to pursue growth opportuniti es as they emerge while continuing to assess synergistic acquisition opportunities. Risk Management The Group's principal business risks include labour force management, fuel price volatility, health and safety compliance, regulatory risks, cyber security threats, economic conditions affecting freight demand, fleet availability and climate - related disruptions and credit risk. Management actively monitors these risks through established governance, compliance and operational frameworks and implements mitigation strategies aimed at reducing the likelihood and impact of adverse events. While no risk management framework can eliminate risk entirely, the Board believes these measures support the Group's ability to achieve its strategic objectives and maintain sustainable long-term performance. Labour Force Management The transport and logistics industry continues to experience driver shortages, warehouse labour constraints and cost pressures. An inability to attract and retain qualified personnel, or disruptions arising from industrial action, could impact service delivery and financial performance. Management maintains active recruitment programs, employee retention strategies, market -based remuneration reviews, succession planning and regular engagement with employees and workforce representatives. Further to this, ma nagement utilises an extensive subcontractor fleet and engages with labour-hire providers to manage fluctuations in requirements and potential labour shortages. Fuel Price Volatility Fuel represents a significant operating cost. Material increases in diesel prices may adversely impact margins where fuel cost increases cannot be fully recovered through contractual fuel surcharge mechanisms. The Group mitigates this risk through the use of industry accepted fuel levy arrangements in the vast majority of arrangements with customers. Fuel levy arrangements comprise a rise and fall mechanism that moves in line with fuel prices and is calculated on a regular basis, with additional costs passed through to customers. Health, Safety and Chain of Responsibility Compliance The Group operates a fleet of heavy vehicles and logistics facilities which expose it to workplace health and safety risks and obligations under Australia's Heavy Vehicle National Law and Chain of Responsibility framework. The Group is ISO
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Directors’ Report Page 6 accredited for Quality (9001:2015), Environment (14001:2015) and Health and Safety (45001:2018). The Group maintains a comprehensive safety management system including regular driver and employee training programs, fatigue management programs, incident reporting processes, internal audits, vehicle maintenance programs and continuous monitoring of safety performance indicators. Regulatory and Compliance Risk Changes in transport, environmental, workplace relations, taxation or safety regulations may increase operating costs or require capital investment. Dedicated compliance frameworks, external legal and regulatory advice, employee training, periodic complian ce reviews and governance oversight assist in ensuring compliance with applicable laws and regulations. Additional costs are considered and form part of annual customer pricing reviews. Cyber Security and Technology Risk The Group relies on transport management systems, warehouse management systems, fleet telematics and customer - facing technology platforms. Cyber incidents or system outages could disrupt operations and impact customer service. The Group invests in cyber security controls including multi -factor authentication, network monitoring, penetration testing, employee awareness training, regular system updates, disaster recovery planning and cyber incident response procedures. Economic and Freight Demand Risk Demand for transport and logistics services is influenced by broader economic conditions, customer activity levels and freight volumes. Management seeks to diversify revenue streams across multiple industries, service offerings and customer segments, while maintaining flexible cost structures and ongoing monitoring of market conditions and freight trends. Fleet Availability and Asset Management Risk The Group's ability to provide services depends on the availability and reliability of its vehicle fleet and associated equipment. Management operates preventative maintenance programs, scheduled fleet replacement plans, ongoing asset monitoring, supplier relationship management as well as utilising subcontractors to minimise operational disruption. Climate and Extreme Weather Risk Severe weather events leading to flooding and bushfires and other climate-related impacts may disrupt transport routes, customer operations and supply chains. Management maintains business continuity and disaster recovery plans, monitors weather and operat ional risks, utilises both road and rail as alternative route strategies for national freight movements, maintains appropriate insurance coverage and considers climate -related risks in strategic planning decisions. Customer Credit Risk The Group is exposed to the risk that customers may experience financial distress and fail to meet payment obligations. Credit approval procedures, customer credit assessments, trading limits, regular debtor reviews, active collection processes and monitoring of overdue accounts are used to minimise exposure to bad debts and customer defaults. Changes in the state of affairs No other significant changes in the state of affairs of the Group have occurred other than those matters referred to elsewhere in this report. Events subsequent to balance date On 12 August 2026 the Group entered into a binding agreement to acquire a property in Welshpool, Western Australia for $24.1m . The property is located near the Kewdale Rail Terminal and the Group expects to relocate its interstate transport business to the property following redevelopment and the expiry of two existing leases. The acquisition is consistent with the Group’s strategy of securing property assets to support its operating businesses. The directors are not aware of any other matters or circumstances that have significantly or may significantly affect the operations of the Group, the results of those operations, or the affairs of the Group in subsequent financial years.
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Directors’ Report Page 7 Likely developments The major objectives encompassed in the Business Plan of the Group are: • expansion of existing operations by targeted marketing and by acquisition; • establishment or acquisition of businesses in fields related to or compatible with the Group’s existing core operations; and • to maximise the profits and returns to shareholders by constant review of existing operations. Company secretary The company secretary is Mr O R Venter. He was appointed to the position on 26 August 2016. Directors’ meetings The number of directors’ meetings held in the period each director held office during the financial year and the number of meetings attended by each director were: Board of Directors Number held whilst in office Number Attended D A Mellor W E Moncrieff 9 9 9 9 B E Saxild 9 9 O R Venter 9 9 D R Watson 9 9 M D Watson R M Port 9 9 9 9 Audit and Risk Committee Number held whilst in office Number Attended W E Moncrieff 4 4 B E Saxild M D Watson R M Port 4 4 4 4 4 4 Remuneration and Nomination Committee Number held whilst in office Number Attended W E Moncrieff 1 1 R M Port 1 1 D R Watson 1 1 Particulars of directors’ interests in shares of CTI Logistics Limited at the date of this report The relevant interest of each director in the shares issued by the Company as notified by the directors to the ASX in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows: Direct Holding Indirect Holding D A Mellor⁺ 522,080 2,538,864 W E Moncrieff - - R M Port - - O R Venter⁺ - - B E Saxild⁺ 347,120 2,337,605 D R Watson 18,627,488 7,273,093 M D Watson 324,512 - ⁺The above do not include contingently issuable shares which may be issued under the Employee Share Plan (refer page 10)
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Directors’ Report Page 8 Directors’ and officers’ indemnity insurance The Company’s directors’ and officers’ indemnity insurance policy indemnifies the directors named in this report in respect of their potential liability to third parties for wrongful acts committed by them in their capacity as directors (as defined in the policy). The disclosure of the premium paid in respect of the insurance policy is prohibited under the terms of the policy. Environmental regulation The operations of the Company are not subject to any particular or significant environmental regulation. However, the Board believes the Company have adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to the Company and its controlled entities. Non-audit services The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important. Details of the amounts paid or payable to the auditor, KPMG, for audit services provided during the year are set out in note 20 of the financial statements. No non-audit services were provided during the year. The directors are satisfied the auditor did not compromise the auditor independence requirements of the Corporations Act 2001. The Lead auditor’s independence declaration as required under s ection 307C of the Corporations Act 2001 is set out on page 13.
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Directors’ Report Page 9 Remuneration report - audited The remuneration report is set out under the following main headings: A. Principles used to determine the nature and amount of remuneration B. Service agreements C. Details of remuneration D. Share-Based compensation E. Equity holdings of key management personnel F. Consequences of performance on shareholder wealth The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. A. Principles used to determine the nature and amount of remuneration Executive directors The Remuneration and Nomination C ommittee makes specific recommendations on remuneration packages and other terms of employment for executive directors. Remuneration is set to competitively reflect market conditions for comparable roles. There are no guaranteed base pay increases each yea r, no element of base salary and fees are based upon the Company’s performance and no short-term incentive bonus schemes operated during the financial year. Executive directors are eligible to participate in the Employee Share Plan that was last approved by shareholders at a General meeting on 9 April 2026. Refer to section (D) below for further details. Non-executive directors Remuneration of non-executive directors is determined by the Board within the maximum amount of $900,000, approved by shareholders at the annual general meeting on 25 November 2021. Other management personnel Having regard to the size and structure of the Group, the nature of its operations, and the close involvement of the executive directors, it is the opinion of the directors that there are no other key management personnel apart from the directors. B. Service Agreements There are no service agreements in existence and any entitlements payable on termination would be subject to assessment by the Remuneration and Nomination Committee within the legislative framework at the time. C. Details of remuneration Details of the nature and amount of each element of the emoluments of each director of the Company and the Group is set out in the following table. Short-term Long-term Post- employment Cash salary and fees (a) $ Non- monetary benefits (b) $ Share-based payments $ Superannuation $ Total $ Performance -based remuneration % 2026 D A Mellor 589,734 23,734 - 30,000 643,468 - W E Moncrieff 71,429 - - 8,571 80,000 - B E Saxild 657,577 41,187 - 30,000 728,764 - O R Venter 409,634 29,262 11,000 30,000 479,896 2.3 D R Watson 594,804 5,168 - 30,000 629,972 - M D Watson 432,861 47,584 11,000 30,000 521,445 2.1 R M Port 71,429 - - 8,571 80,000 - Total 2,827,468 146,935 22,000 167,142 3,163,545 0.7
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Directors’ Report Page 10 Remuneration report – audited (continued) Short-term Long-term Post- employment Cash salary and fees (a) $ Non- monetary benefits $ Share-based payments $ Superannuation $ Total $ 2025 D A Mellor 549,996 11,945 - 30,000 591,941 W E Moncrieff 71,749 - - 8,251 80,000 B E Saxild 629,469 21,441 - 30,000 680,910 O R Venter 382,387 14,631 - 30,000 427,018 D R Watson 592,104 - - 30,000 622,104 M D Watson 405,257 23,792 - 30,000 459,049 R M Port 71,749 - - 8,251 80,000 Total 2,702,711 71,809 - 166,502 2,941,022 (a) Cash salary and fees includes movements in annual and long service leave provisions for the year. (b) Non-monetary benefits for the year ended 30 June 26 include the associated fringe benefits tax costs of motor vehicle benefits. D. Share-Based compensation The Company’s original Employee Share Plan (ESP) allowed for the issuance of contingently issuable shares. These contingently issuable shares were issued between 2011 and 2017 with no issuances thereafter. On 9 April 2026 at a General Meeting of Shareholders , the Company approved a revised ESP under which certain senior employees and executive directors were offered the opportunity to receive Performance Rights (Rights) under this revised plan. Details of contingently issuable shares and performance rights under the Company’s ESP are set out below. Contingently issuable shares The number of contingently issuable shares in the Company held during the financial year by each director of CTI Logistics Limited, including their personally-related entities, under the Employee Share Plan are set out below. Number at the start of the year Exercised during the year Number at the end of the year D A Mellor (issued 05/12/11, 01/12/14) 330,000 - 330,000 B E Saxild (issued 05/12/11, 01/12/14) 330,000 - 330,000 O R Venter (issued 28/11/14, 18/01/17, 22/12/17) 60,000 - 60,000 The shares vested 2 years after issue and may be purchased with the assistance of an interest-free, limited recourse loan. The shares were priced using a Black -Scholes pricing model to determine the fair value and amortised through the statement of profit or loss and other comprehensive income over the vesting period . There is no expiry date for these shares subject to exercise by the executive directors.
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Directors’ Report Page 11 Remuneration report – audited (continued) Performance Rights The key terms and conditions related to the grant of these Rights under the ESP are as follows: Grant Date Number of instruments Vesting conditions Expiry date 9 April 2026 36,000 3 years’ service from 1 July 2025 and achievement of annual individual performance requirements (performance period). Up to 14,400 of the Rights will vest based on Relative Total Shareholder Return (RTSR) being equal to or up to 5% greater than the Small Ordinary Accumulation Index over the performance period (3 years from 1 July 2025). Up to 21,600 of the Rights will vest based on Earnings per Share (EPS) compounded annual growth being between 3% and 5% over the performance period. 31 December 2028 The Rights will vest on a sliding scale with 50% of the Rights vesting on achieving the minimum RTSR or EPS and up to 100% vesting on achieving or exceeding the upper targets. The Board also holds discretion to waive the performance conditions and vest up to 50% of the Rights. Share options granted under the ESP are designed to link remuneration to the Group’s long -term performance by linking the strategic goals and operating performance of the Group and aligning those to business, shareholder and stakeholder interests. RTSR was selected as a long- term performance hurdle because it directly measures the value delivered to shareholders through share price appreciation and dividends. The Board believes RTSR provides a strong alignment between executive reward outcomes and shareholder returns over the long-term. The Board considers EPS growth to be an appropriate long -term performance measure as it reflects the Company's success in delivering sustainable earnings growth. The use of EPS as a performance hurdle supports alignment between executive remuneration outcomes and the creation of shareholder value over time. The number of Rights held during the financial year by each director of CTI Logistics Limited, including their personally-related entities, under the ESP are set out below. Number of Rights granted Value at grant date (a) Number of Rights vested during the year Number of Rights exercised during the year O R Venter 18,000 $33,001 - - M D Watson 18,000 $33,001 - - (a) The value at the grant date is calculated in accordance with AASB2 Share- based Payments of R ights granted during the year as part of remuneration. The assessed fair value at grant date of Rights granted to the individuals is allocated equally over the period from the 3 -year performance period, and the amount is included in the remuneration tables above.
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Directors’ Report Page 12 Remuneration report – audited (continued) Summary The number and movement of all share- based compensation (contingently issuable shares and performance rights) on issue during the financial year are as follows. Balance at 30 June 2025 Granted during the year Vested and exercisable during the year Exercised Balance at 30 June 2026 Unvested Vested Unvested Vested D A Mellor - 330,000 - - - - 330,000 B E Saxild - 330,000 - - - - 330,000 O R Venter - 60,000 18,000 - - 18,000 60,000 M D Watson - - 18,000 - - 18,000 - E. Equity holdings of Key management personnel The number of ordinary shares in the Company held during the financial year by each director, including their personally-related entities, are set out below. There were no shares granted during the reporting period as remuneration or any additions relating to additional shares purchased during the year or issued as part of the dividend reinvestment plan. Balance at the start of the year Additions during the year Disposed during the year Balance at the end of the year D A Mellor 3,060,944 - - 3,060,944 W E Moncrieff - - - - B E Saxild 2,684,725 - - 2,684,725 O R Venter - - - - D R Watson 25,900,581 - - 25,900,581 M D Watson 324,512 - - 324,512 R M Port - - - - F. Consequences of performance on shareholder wealth The table below shows for the current financial year and previous four financial years the total remuneration cost of the key management personnel, earnings per ordinary share, dividends paid or declared, and the closing price of ordinary shares on ASX at year end. Financial year Total remuneration $ Fully Diluted Earnings (cents per share) Dividends (cents per share) Share price $ 2022 2,381,321 20.14 6.5 0.99 2023 2,609,402 22.12 10.0 1.60 2024 2,833,261 20.36 10.5 1.36 2025 2,941,022 18.06 10.5 1.75 2026 3,163,545 30.31 14.0 2.69 DAVID WATSON Director Perth, WA 26 August 2026
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KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of CTI Logistics Limited I declare that, to the best of my knowledge and belief, in relation to the audit of the financial report of CTI Logistics Limited for the financial year ended 30 June 2026 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and ii. no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Ryan Hastie Partner Perth 26 August 2026
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Page 14 Consolidated Statement of Profit or Loss and other Comprehensive Income for the year ended 30 June 2026 Consolidated 2026 2025 Notes $ $ Revenue 5 357,133,942 325,429,463 Other income 6 1,181,247 1,218,772 Changes in inventories of finished goods and work in progress (80,210) 31,590 Raw materials and consumables used (1,471,677) (1,429,037) Employee benefits expense (105,062,917) (98,631,952) Subcontractor and freight costs (125,608,715) (122,234,209) Depreciation and amortisation expense 7 (33,447,429) (31,535,644) Motor vehicle and equipment costs (20,850,010) (19,243,048) Property costs (10,195,802) (8,512,831) Reversal of prior impairment 10 2,055,780 - Other expenses (20,720,480) (17,704,965) Results from operating activities 42,933,729 27,388,139 Finance income 208,438 222,294 Finance expenses 7 (8,494,930) (7,956,556) Net finance costs (8,286,492) (7,734,262) Profit before income tax 34,647,237 19,653,877 Income tax expense 8 (10,650,909) (5,447,995) Profit for the year 23,996,328 14,205,882 Other comprehensive income Items that will not be reclassified to profit or loss Equity investments at FVOCI – net change in fair value 10,336 3,671 Total comprehensive income 24,006,664 14,209,553 Earnings per share for profit attributable to the ordinary equity holders of the Company Cents Cents Basic earnings per share 25(a) 30.51 18.23 Diluted earnings per share 25(b) 30.31 18.06 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
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Page 15 Consolidated Statement of Financial Position as at 30 June 2026 Consolidated 2026 2025 Notes $ $ ASSETS Current assets Cash and cash equivalents 9,854,735 10,542,613 Trade and other receivables 9 47,129,435 42,619,412 Inventories 118,874 199,084 Total current assets 57,103,044 53,361,109 Non-current assets Other investments 71,031 56,265 Property, plant and equipment 10 163,610,965 154,727,062 Right-of-use assets 11 78,253,153 76,236,313 Investment property 12 2,207,021 2,207,021 Deferred tax assets 8 4,391,607 2,797,341 Intangible assets 13 23,973,296 23,585,760 Total non-current assets 272,507,073 259,609,762 Total assets 329,610,117 312,970,871 LIABILITIES Current liabilities Trade and other payables 15 29,034,387 27,246,862 Lease liabilities 16 20,662,022 18,555,650 Current tax liabilities 3,247,383 1,235,686 Employee benefits provision 11,622,278 10,639,124 Total current liabilities 64,566,070 57,677,322 Non-current liabilities Lease liabilities 16 72,420,989 70,363,294 Loans and borrowings 16 45,872,873 54,065,832 Employee benefits provision 2,369,945 2,372,683 Total non-current liabilities 120,663,807 126,801,809 Total liabilities 185,229,877 184,479,131 Net assets 144,380,240 128,491,740 EQUITY Contributed equity 17 32,061,400 31,327,019 Reserves 1,399,065 1,681,958 Retained profits 110,919,775 95,482,763 Total equity 144,380,240 128,491,740 The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
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Page 16 Consolidated Statement of Changes in Equity for the year ended 30 June 2026 Contributed equity Reserves Retained profits Total equity Notes $ $ $ $ Consolidated Balance at 1 July 2024 30,321,136 1,842,352 89,276,887 121,440,375 Total comprehensive income for the year 3,671 14,205,882 14,209,553 Transactions with equity holders in their capacity as equity holders: Contributions from dividend reinvestment plan 17 845,047 - - 845,047 Contingently issuable shares exercised 17 94,134 (164,065) 164,065 94,134 Dividends provided for/paid, net of bonus share plan 18 66,702 - (8,164,071) (8,097,369) Balance at 30 June 2025 31,327,019 1,681,958 95,482,763 128,491,740 Balance at 1 July 2025 31,327,019 1,681,958 95,482,763 128,491,740 Total comprehensive income for the year - 10,336 23,996,328 24,006,664 Transactions with equity holders in their capacity as equity holders: Contributions from dividend reinvestment plan 17 604,172 - - 604,172 Contingently issuable shares exercised 17 53,850 (461,499) 461,499 53,850 Share-based payment transactions 17 - 168,270 - 168,270 Dividends provided for/paid, net of bonus share plan 18 76,359 - (9,020,815) (8,944,456) Balance at 30 June 2026 32,061,400 1,399,065 110,919,775 144,380,240 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes .
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Page 17 Consolidated Statement of Cash Flows for the year ended 30 June 2026 Consolidated 2026 2025 Notes $ $ Cash flows from operating activities Receipts from customers (inclusive of goods and services tax) 388,365,287 358,444,194 Payments to suppliers and employees (inclusive of goods and services tax) (316,608,956) (299,977,969) Dividends received 2,721 2,553 Interest received 208,438 222,294 Interest paid (8,228,146) (7,681,712) Income taxes paid net of income tax refunded (10,237,908) (9,316,294) Net cash inflow from operating activities 24 53,501,436 41,693,066 Cash flows from investing activities Payments for property, plant and equipment (19,887,905) (34,095,280) Payments for intangibles (594,526) (179,212) Proceeds from sale of property, plant and equipment 1,286,378 1,231,044 Net cash outflow from investing activities (19,196,053) (33,043,448) Cash flows from financing activities Proceeds from borrowings 26,094,400 38,161,029 Proceeds from exercise of contingently issuable shares 53,850 94,134 Repayment of borrowings (32,787,957) (21,405,000) Repayment of lease liabilities (20,013,270) (18,100,520) Dividends paid to Company’s shareholders net of dividend reinvestment/bonus share plan shares issued (8,340,284) (7,252,322) Net cash outflow from financing activities (34,993,261) (8,502,679) Net increase/(decrease) in cash and cash equivalents (687,878) 146,939 Cash and cash equivalents at the beginning of the financial year 10,542,613 10,395,674 Cash and cash equivalents at the end of the financial year 9,854,735 10,542,613 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
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Notes to the Financial Statements Page 18 REPORTING ENTITY CTI Logistics Limited (the Company) is a company domiciled in Australia. The address of the Company’s registered office is 1 Drummond Place, West Perth, W estern Australia. The consolidated financial statements of the Company as at and for the year ended 30 June 2026 comprise the Company and its subsidiaries (together referred to as the Group and individually as Group entities). The Group is a for-profit entity and is primarily involved in the provision of logistics and transport services and the provision of security services. The future economic environment continues to be uncertain in the context of global economic markets and events, inflation and interest rates, along with wage cost pressure. The Group has considered the impact of this uncertain environment on each of its significant accounting judgments and estimates, particularly with respect to assumptions used in determining expected credit losses on receivables, impairment of non -current assets and going concern. At this stage no further significant estimates have been identified, however management is continuing to monitor the increased level of uncertainty in future cash flow forecasts used for asset valuation and financial viability assessment purposes. 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the consolidated financial report are set out below. These policies have been consistently applied to all the years presented, except as described below . The financial report is for the consolidated entity consisting of CTI Logistics Limited and its subsidiaries. (a) BASIS OF PREPARATION OF FINANCIAL REPORT This general purpose financial report has been prepared in accordance with Australian Accounting Standards adopted by the Australian Accounting Standards Board and the Corporations Act 2001. Compliance with IFRS The consolidated financial statement s of the G roup also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The consolidated financial statements were authorised for issue by t he Board of directors on 26 August 2026. Historical cost convention These financial statements have been prepared under the historical cost convention except for Fair value through other comprehensive income (FVOCI) investments which are measured at fair value. Functional and presentation currency All Group entities are based in Australia. The consolidated financial statements are presented in Australian dollars, which is the Group’s functional and presentation currency. (b) PRINCIPLES OF CONSOLIDATION Subsidiaries The financial statements incorporate the assets and liabilities of all entities controlled by the Company as at 30 June 2026 and the results of all subsidiaries for the period the Company controlled them during the year then ended. Subsidiaries are entities controlled by the Group . The Group controls an entity when it 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 over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intercompany transactions, balances and unrealis ed gains on transactions within the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
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Notes to the Financial Statements Page 19 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) (c) SEGMENT REPORTING Determination and presentation of operating segments An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate t o transactions with any of the Group ’s other components. All operating segments’ operating results are reviewed regularly by the Group’s Executive Chairman to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available. Segment results that are reported to the Group’s Executive Chairman include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly p arent company and items that cannot be allocated to specific segments in respect of revenue, profit, assets and liabilities. (d) INCOME TAX Income tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent they relate to a business combination, or items recognised directly in equity or in other comprehensive income (OCI). The income tax expense or benefit for the financial year is the tax payable on the current year’s taxable income based on the n otional income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is n ot accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. 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. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Tax consolidation CTI Logistics Limited and its wholly -owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to or distribution from wholly-owned tax consolidated entities.
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Notes to the Financial Statements Page 20 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) (e) LEASES At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in AASB 16 Leases. i. As a lessee At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand -alone prices. However, for the leases of property the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right -of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight -line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right- of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant and equipment. In addition, the right -of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if the rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following: • fixed payments, including in-substance fixed payments; • variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; • amounts expected to be payable under a residual value guarantee; and • the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in -substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right -of use has been reduced to zero. The Group presents right -of-use assets that do not meet the definition of investment property in ‘property, plant and equipment’ or ‘right-of-use assets’ and lease liabilities in ‘lease liabilities’ in the statement of financial position.
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Notes to the Financial Statements Page 21 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) Short-term leases and leases of low-value assets The Group has elected not to recognise the right-of-use assets and lease liabilities for leases of low-value assets and short- term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. ii. As a lessor At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand -alone prices. When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the l ease is a finance lease, if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. When the Group is an intermediate lessor, it accounts for its interests in the h ead lease and the sub- lease separately. It assesses the lease classification of a sub -lease with reference to the right -of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short -term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease. If an arrangement contains lease and non -lease components, then the Group applies AASB 15 to allocate the consideration in the contract. The Group recognises lease payments received under operating leases as income on a straight -line basis over the lease term as part of ‘other income’. Generally, the accounting policies applicable to the Group as a lessor in the comparative period were not different from AASB 16. (f) IMPAIRMENT OF ASSETS Non-derivative financial assets Financial instruments The Group recognises loss allowances for Expected Credit Losses ( ECLs) on financial assets measured at amortised cost, being trade and other receivables. These loss allowances are measured at an amount equal to lifetime E CLs. Lifetime ECLs are ECLs that result from all possible default events over the expected life of a financial instrument. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group ’s historical experience and informed credit assessment and including forward- looking information. The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any held).
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Notes to the Financial Statements Page 22 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) Measurement of ECLs ECLs are probability weighted estimates of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit -impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data: - Significant financial difficulty of the borrower or issuer; - A breach of contract such as a default or being more than 60 days past due; - It is probable that the borrower will enter bankruptcy or other financial reorganisation; or - The disappearance of an active market for a security because of financial difficulties. Presentation of allowance for ECL in the statement of financial position Loss allowance for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Write-off The gross carrying amount of a financial asset is written off when the Group has no reasonable expectation of recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment of customers with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of the amount due. Assets classified as available-for-sale Impairment losses on available-for-sale financial assets are recognised by reclassifying the losses accumulated in t he fair value reserve in equity to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss previously recognised in profit or loss. Changes in impairment provisions attributable to application of the effective interest method are reflected as a component of interest income. Any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in other comprehensive income. Non-financial assets Goodwill and intangible assets that have an indefinite useful 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 assets are teste d 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. The recoverable amou nt is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (CGUs). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Value-in-use calculations are described in note 14.
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Notes to the Financial Statements Page 23 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) (g) CASH AND CASH EQUIVALENTS Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position . (h) FINANCIAL ASSETS (i) Recognition and initial measurement Trade receivables are initially recognis ed when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initi ally measured at fair value plus, for an item not at F air Value Through Profit and L oss ( FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. (ii) Classification and subsequent measurement On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: - It is held with the objective to collect contractual cash flows; and - Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment -by-investment basis. All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Subsequent measurement and gains and losses Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income and impairment are recognised in profit or loss. Any gain or loss de - recognition is recognised in profit or loss. Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.
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Notes to the Financial Statements Page 24 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) (iii) De-recognition The Group de-recognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. (i) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment other than freehold land is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be reliably measured. All repairs and maintenance expenses are charged to profit or loss during the financial year in which they are incurred. Land is recorded at historical cost and not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost net of their residual values, over their estimated useful lives, as follows: Buildings 25 - 40 years Plant and equipment 5 - 15 years Motor vehicles 5 - 10 years Furniture and fittings 3 - 8 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 1(f)). Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in profit or loss under other income and other expenses. (j) INTANGIBLE ASSETS (i) Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets acquired. Goodwill is not amortised. Instead, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash -generating units (CGUs) for the purpose of impairment testing. The allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segments (note 4). (ii) Security lines Security lines have a finite useful life and are carried at cost less accum ulated amortisation and impairment losses. (iii) Software Costs incurred in acquiring software and licences that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software. (iv) Trade names Trade names have a finite useful life and are carried at cost less accumulated amortisation and impairment losses . (v) Customer relationships Customer relationships acquired as part of a business combination are recognised separately from goodwill. The customer relationships are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses.
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Notes to the Financial Statements Page 25 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill is recognised in profit or loss as incurred. Amortisation Amortisation is calculated over the cost of the asset less its residual value. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative perio ds are as follows: Security lines 5 - 7 years Software 2.5 - 4 years Trade names 5 - 8 years Customer relationships 5 - 10 years Amortisation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate. (k) TRADE AND OTHER PAYABLES These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. The amounts are unsecured and are paid based on the terms of trade which are usually 30 to 60 days from the date of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. (l) BORROWINGS Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption a mount is recognised in profit or loss over the period of the borrowings using the effective interest method. The Group de-recognises a financial liability when its contractual obligations are discharged or cancelled or expire. Borrowings are classified as current liabilities unless the Group has a substantive right to defer settlement of the liability for at least 12 months after the reporting date. (m) EMPLOYEE BENEFITS (i) Short-term obligations Liabilities for wages and salaries, including non -monetary benefits and annual leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' service up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual l eave is recognised in the provision for employee benefits. All other short - term employee benefit obligations are presented as payables. (ii) Other long-term employee benefit obligations The liability for long service leave and annual leave which is not expected to be settled within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of service provided by employees up to the end o f the reporting period . Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using Group of 100 Discount Rates provided by Milliman at the end of the reporting period with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
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Notes to the Financial Statements Page 26 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) (iii) Retirement benefit obligations Contributions to the defined contribution funds are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. (iv) Share-based payment transactions The Company’s Employee Share Plan (ESP) allows certain Group employees to acquire shares of the Company. The grant date fair value of the shares granted to employees is recognised as an employee expense with a corresponding increase in equity, over the period during which the employees become unconditionally e ntitled to the shares. The fair value of the shares granted is measured using a Black -Scholes pricing model, taking into account the terms and conditions upon which the shares were granted. The amount recognised as an expense is adjusted to reflect the actual number of shares that vest. Employees have been granted a limited recourse 10 year interest -free loan in which to acquire the shares. The loan has not been recognised as the Company only has recourse to the value of the shares. (n) CONTRIBUTED EQUITY Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. (o) DIVIDENDS Provision is made for the amount of any dividend declared, determined or publicly recommended by the directors on or before the end of the financial year but not distributed at balance date. (p) EARNINGS PER SHARE (i) Basic earnings per share Basic earnings per share is determined by dividing profit for the year by the weighted average number of ordinary shares outstanding during the year. (ii) 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 the conversion of all dilutive potential ordinary shares. (q) GOODS AND SERVICES TAX (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amounts of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow. (r) PARENT ENTITY FINANCIAL INFORMATION The financial information for the parent entity, CTI Logistics Limited, disclosed in note 26 has been prepared on the same basis as the consolidated financial statements, except as set out below. (i) Investments in subsidiaries Investments in subsidiaries are accounted for at cost less any impairment in the financial statements of CTI Logistics Limited.
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Notes to the Financial Statements Page 27 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) (ii) Tax consolidation legislation CTI Logistics Limited and its wholly -owned Australian controlled entities have implemented the tax consolidation legislation. The head entity, CTI Logistics Limited, and the controlled entities in the tax consolidated group continue to account for their own cur rent and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right. In addition to its own current and deferred tax amounts, CTI Logistics Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. The entities have also entered into tax sharing and funding agreements. Under the terms of these agreements, the controlled entities will reimburse the Company for any current tax payable by the Company arising in respect of their activities and the Company will reimburse the controlled entities for any tax refund due to the Company arising in respect of their activities. The reimbursements are payable by the Company and will limit the joint and several liability of the controlled entities in the case of default by the Company. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreements are recognised as a contribution to or distribution from wholly-owned tax consolidated entities. (iii) Financial guarantees Where the parent entity has provided financial guarantees in relation to loans and payables of subsidiaries for no compensation, the fair values of these guarantees is not recognised as contributions or as part of the cost of the investment. (s) REVENUE RECOGNITION Under AASB 15 Revenue from Contracts with Customers , revenue is recognised when a customer obtains control of the goods or services. Determining the timing of the transfer of control at a point in time or over time requires judgment. The details of the Group’s revenue recognition for major business activities are set out below: Income inside the scope of AASB 15 (i) Logistics and transport Revenue is recognised over the period of time that the goods or services are being delivered to or collected by a customer in accordance with the arrangements made within the Group. The provision of these services and sale of goods is in most cases either performed on the same day, or within a week for long distance freight. (ii) Security, manufacturing and other A sale is recorded when goods have been despatched to a customer pursuant to a sales order and control has transferred to the customer. A sale is recorded for services over the period of time the service is performed. Other income outside the scope of AASB 15 (iii) Interest income Interest income is recognised on a time proportion basis using the effective interest method. (iv) Dividends Dividends are recognised as revenue when the right to receive payment is established.
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Notes to the Financial Statements Page 28 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) (v) Other revenue Revenue from outside the operating activities includes rent. This revenue is recognised over time on a straight-line basis. (t) NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED There were no new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are relevant to its operations and effective for the current reporting period. A number of new A ccounting Standards are effective for annual periods beginning after 1 July 2026 , earlier application permitted. The Group has not early adopted any of the amended A ccounting Standards in preparing these consolidated financial statements. AASB 18 Presentation and Disclosure in Financial Statements was issued by the Australian Accounting Standards Board and is effective for annual reporting periods beginning on or after 1 July 2027. The standard introduces new requirements relating to the presentation and disclosure of information in the financial statements, including specified subtotals in the statement of profit or loss and enhanced disclosure requirements for management -defined performance measures. The Group has not early adopted AASB 18. Management is currently assessing the impact of the new standard on the Group's financial statements. At the date of these financial statements, the extent of the impact of adopting AASB 18 has not yet been determined. There are no other Accounting Standards issued but not yet effective at 30 June 202 6 which are expected to have a material impact on the financial statements of the Group. 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates, assumptions and judgements may be used to assess the measurement of certain items of income and expense, and assets and liabilities. Such estimates, assumptions and judgements are regularly evaluated and are based on historical experience and ot her factors, including expectations of future events that are believed to be reasonable under the circumstances. Where estimates and assumptions are made concerning the future, the resulting accounting estimates may not equal the related actual outcome. The estimates and assumptions which give rise to a risk of causing an adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Intangible assets The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 1(f). The recoverable amounts of CGUs have been determined based on value -in-use calculations as described in note 14. The fair value of trade names acquired in a business combination is based on the discounted estimated royalty payments that are expected to be avoided as a result of the trade names being owned. The fair value of customer relationships acquired in a busine ss combination is determined using the multi -period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows. Property, plant and equipment and right-of-use assets Property, plant and equipment and right -of-use assets are tested for impairment where there is an indicator of impairment, in accordance with the accounting policy stated in note 1( f). The recoverable amounts of CGUs have been determined based on value-in-use calculations or fair value less cost to dispose as described in note 14 .
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Notes to the Financial Statements Page 29 3. FINANCIAL RISK MANAGEMENT Overview The Group has exposure to the following risks from the use of financial instruments: (a) Market risk (b) Credit risk (c) Liquidity risk This note presents information about the Group ’s exposure to each of the above risks, the Group ’s objectives, policies and processes for measuring and managing risk, and the Group ’s management of capital. Risk management framework The Board of directors has overall responsibility for the establishment and oversight of the risk management framework . Risk management is carried out by the director responsible for finance under the guidance of the B oard of directors. The Board of directors considers principles for overall risk management, as well as determining policies covering specific areas, such as mitigating interest rate and credit risks and investing excess liquidity. The Group’s risk management policies are established to identify and analyse the risks faced by the Group. These policies are reviewed regularly to reflect changes in market conditions and the Group ’s activities. (a) Market risk (i) Price risk The Group is exposed to equity securities price risk. This arises from investments held by the Group and classified on the balance sheet as other investments. The price risk for listed and unlisted securities is immaterial in terms of the possible impact on profit or loss or total equity and no sensitivity analysis is completed. The Group is not significantly exposed to commodity price risk, or foreign exchange risk from currency exposure. (ii) Cash flow and fair value interest rate risk The Group’s interest rate risk arises from borrowings and cash and cash equivalents. Borrowings and lease liabilities (hire purchases component only) issued at variable rates expose the Group to cash flow interest rate risk. Borrowings and lease liabilities (hire purchases component only) issued at fixed rates expose the Group to fair value interest rate ri sk. At the year end, 32.1% (2025 – 27.9%) of borrowings and lease liabilities were at fixed rates. (iii) Borrowings and cash and cash equivalents At the reporting date the Group had the following borrowings and cash and cash equivalents. Consolidated Weighted average interest rate 2026 % 2026 $ Weighted average interest rate 2025 % 2025 $ Cash and cash equivalents 3.84 9,854,735 4.08 10,542,613 Bank loans 5.35 32,500,000 4.62 39,905,000 Other borrowings 5.36 13,372,873 5.36 14,160,832 Lease liabilities 5.38 93,083,011 5.91 88,918,944 An analysis by maturities is provided in note 3(c) below. The Group manages interest rate risk by assessing the appropriateness of fixed or floating rate debt when funding is required. The Group monitors loan covenants on a regular basis to ensure compliance with agreements.
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Notes to the Financial Statements Page 30 3. FINANCIAL RISK MANAGEMENT (continued) Group sensitivity The Group’s main interest rate risk arises from loans and cash and cash equivalents. At 30 June 2026, if the interest rates had changed by -/+ 100 basis points (bps) from the year end rates with all oth er variables held constant, post -tax profit for the financial year would have been higher/lower by $227,500 (2025 - change of 100bps: $2 79,335 higher/lower) for bank loans and higher/lower by $68,983 (2025 - change of 100bps: $73,798 higher/lower) for cash and cash equivalents, mainly as a result of higher/ lower interest expense from borrowings and higher /lower interest income from cash and cash equivalents. (b) Credit risk Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables and committed transactions. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. The Group has no significant concentrations of credit risk. Cash transactions are limited to high credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any one financial institution. Financial institutions holding cash and deposits have Standard and Poor’s credit ratings of AA and higher at 30 June 2026. There is no independent rating of individual customers. R isk control assesses the credit quality of the customer, taking into account its financial position, past experience and othe r factors. Customers that are graded as high risk are placed on a restricted customer list and monitored on a weekly basis. Receivables balances are monitored on an ongoing basis. The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as follows: Consolidated 2026 $ 2025 $ Cash and cash equivalents 9,854,735 10,542,613 Trade receivables 40,106,391 36,945,014 Other receivables 4,858,991 3,247,432 54,820,117 50,735,059 Trade receivables are non-interest bearing and terms of trade are 30 days from month end. At 30 June 202 6, 2.6% (2025 – 2.7%) of trade receivables of the Group exceed 30 days. Other receivables are non-interest bearing and have repayment terms exceeding 30 days but are not considered impaired. The ageing of receivables that are past due but not impaired at the reporting date is as follows: Past due but not impaired 30-60 days $ > 60 days $ Total $ 2026 Consolidated Trade receivables 1,062,249 52,729 1,114,978 2025 Consolidated Trade receivables 956,972 63,165 1,020,137
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Notes to the Financial Statements Page 31 3. FINANCIAL RISK MANAGEMENT (continued) Provision for expected credit losses The Group uses an allowance matrix to me asure the expected credit losses (ECLs) of trade receivables from individual customers, which comprise a very large number of small balances. Loss rates are calculated using a ‘roll rate’ method based on the probability of a receivable progressing through successive stages of delinquency to write-off. Loss rates are based on actual credit loss experience over the past 5 years, adjusted to reflect differences between economic conditions during the period over which the historical data has been collected, current conditions and the Group’s view of economic conditions over the expected lives of the receivables. The Group’s recoverability of receivables is closely monitored due to the ongoing changes in market conditions. Credit limits continue to be monitored and the Group continues to have strong recovery of its trade receivables. The following table provides information about the ECLs for trade receivables as at 30 June. Consolidated 2026 $ 2025 $ 1 to 30 days 436,643 203,562 31 to 60 days 287,173 183,480 Over 60 days 162,802 44,076 Total 886,618 431,118 Movements in the ECLs of receivables are as follows: Balance at 1 July 431,118 439,368 Net loss allowance recognised 878,381 67,781 Receivables written off during the year as uncollectable (422,881) (76,031) Balance at 30 June 886,618 431,118 The creation and release of the ECLs provision has been included i n ‘other expenses’ in profit or loss. Amounts charged to the allowance account are generally written off when there is no expectation of recovering cash. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities . The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of current financial assets and liabilities. Due to the dynamic nature of the underlying businesses, the B oard of directors aims to maintain flexibility in funding by keeping committed credit lines available with a variety of counterparties. Surplus funds are generally only invested in instruments that are tradeable in highly liquid markets. Financing arrangements The Group had access to the following undrawn borrowing facilities at the reporting date: Consolidated 2026 $ 2025 $ Floating rate Expiring beyond one year (note 16(c)) 20,675,973 13,322,623 The bank loan facilities may be drawn at any time subject to the continuance of satisfactory credit ratings and are also subject to annual review. The bill acceptance facilities have defined maturity dates .
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Notes to the Financial Statements Page 32 3. FINANCIAL RISK MANAGEMENT (continued) Maturities of financial liabilities The following table sets out the Group’s financial liabilities at the reporting date into relevant maturity groupings based on the remaining period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. At 30 June 2026 , the Group had variable rate b ank loans of $32,500,000 which are due to mature in October 202 7 and June 2028 as well as fixed rate other borrowings of $1 3,372,873 linked with construction of a warehouse in Hazelmere and due to mature in August 2028 (refer note 16 for further detail). These borrowings are reviewed on an ongoing basis. Maturity Consolidated 1 year or less $ 1 to 2 years $ 2 to 5 years $ > 5 years $ Total contractual cash flows $ Carrying amount $ 2026 Trade and other payables 29,034,387 - - - 29,034,387 29,034,387 Lease liabilities* 20,349,072 18,517,557 44,799,660 14,117,882 97,784,171 93,083,011 Bank loans 1,737,950 33,297,717 - - 35,035,667 32,500,000 Other borrowings 716,786 716,786 13,492,337 - 14,925,909 13,372,873 Total 51,838,195 52,532,060 58,291,997 14,117,882 176,780,134 167,990,271 2025 Trade and other payables 27,246,862 - - - 27,246,862 27,246,862 Lease liabilities* 23,739,034 21,969,364 42,561,333 16,677,107 104,946,838 88,918,944 Bank loans 1,845,510 1,845,510 40,817,651 - 44,508,671 39,905,000 Other borrowings 632,517 759,021 15,046,356 - 16,437,894 14,160,832 Total 53,463,923 24,573,895 98,425,340 16,677,107 193,140,265 170,231,638 *Lease liability cash flows include fixed rate contractual cash flows of $2,127,619 (2025 - $1,381,397) which are linked to hire purchase liabilities with a carrying value of $2,037,063 (2025 - $1,284,582) (included within lease liabilities). (d) Fair value estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The Group has not disclosed the fair value for financial instruments such as short -term trade receivables and payables, because their carrying amounts are a reasonable approximation of fair values. The Group’s assets measured and recognised at fair value at 30 June 202 6 comprises of ‘Level 1’ equity securities of $ 71,031 (2025 - $56,265). Capital risk management The Group’s objectives when managing capital are to safeguard the ability to continue as a going concern, to continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio (a non-IFRS measure). This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings ex cluding ‘ lease liabilities ’ less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the statement of financial position plus net debt.
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Notes to the Financial Statements Page 33 3. FINANCIAL RISK MANAGEMENT (continued) The gearing ratios at 30 June 2026 and 30 June 2025 were as follows: Consolidated Notes 2026 2025 $ $ Total debt (excluding lease liabilities) 16 45,872,873 54,065,832 Less: cash and cash equivalents (9,854,735) (10,542,613) Net debt 36,018,138 43,523,219 Total equity 144,380,240 128,491,740 Total capital employed 180,398,378 172,014,959 Gearing ratio 20% 25% The Group’s gearing ratio has decreased during the financial year as a result of paying down debt balances through operational cashflows. 4. SEGMENT INFORMATION (a) Description of segments Management has determined the operating segments based on the reports reviewed by the Group ’s Executive Chairman. The Group’s Executive Chairman considers the business from a product and services perspective and has identified three reportable segments: logistics, transport and property. The reportable segments operate solely in Australia and are involved in the following operations: • Transport services - includes the provision of courier, taxi truck, parcel distribution and fleet management and line haul freight. • Logistics services - includes the provision of warehousing and distribution, flooring products logistics, supply based management services and document storage services. • Property - rental of owner-occupied and investment property. Other segments include s the provision of security services. T hese segments do not meet any of the quantitative thresholds for determining reportable segments. The Group does not have a single external customer which represents greater than 10% of the entity’s revenue. The Group’s Executive Chairman assesses the performance of the operating segments based on segment profit before income tax, as included in internal management reports. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. (b) Accounting policies Segment information is prepared in conformity with the accounting policies of the entity as disclosed in note 1 (c) and Accounting Standard AASB 8 Operating Segments. Inter-segment transfers Segment revenues, expenses and results include transfers between segments. Su ch transfers are priced on an arm’s length basis and are eliminated on consolidation. Segment assets and liabilities Segment assets are allocated based on the ope rations of the segment and the physical location of the asset. Segment liabilities are allocated based on the operations of the segment.
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Notes to the Financial Statements Page 34 4. SEGMENT INFORMATION (continued) Unallocated amounts Unallocated amounts are made up of the p arent company and amounts that cannot be allocated to specific segments in respect of revenue, profit, assets and liabilities. (c) Information about reportable segments The segment information provided to the Group’s Executive Chairman for the reportable segments for the year ended 30 June 2026 is as follows: Transport $ Logistics $ Property $ Other $ Consolidated $ 2026 Reportable segment revenue Sales to external customers 214,837,333 135,030,568 134,252 7,129,068 357,131,221 Intra and inter-segment revenue 44,421,995 41,650 10,020,987 727,588 55,212,220 Total segment revenue 259,259,328 135,072,218 10,155,239 7,856,656 412,343,441 Other income 445,570 417,556 5,632 133,677 1,002,435 Interest expense 2,003,374 4,824,534 1,949,214 30,265 8,807,387 Depreciation and amortisation 11,470,767 18,478,019 1,865,115 529,705 32,343,606 Reportable segment profit before income tax 24,102,945 6,262,749 6,038,453 542,424 36,946,571 Reportable segment assets 72,056,840 117,096,561 118,681,894 3,354,105 311,189,400 Capital expenditure 6,625,785 3,365,674 7,486,353 794,803 18,272,615 Reportable segment liabilities 32,395,175 94,442,051 45,442,367 2,257,120 174,536,713 2025 Reportable segment revenue Sales to external customers 191,315,619 126,915,620 161,575 7,032,747 325,425,561 Intra and inter-segment revenue 40,895,538 41,052 9,527,684 723,083 51,187,357 Total segment revenue 232,211,157 126,956,672 9,689,259 7,755,830 376,612,918 Other income 713,994 470,444 8,068 26,266 1,218,772 Interest expense 1,907,396 4,474,198 1,595,882 20,496 7,997,972 Depreciation and amortisation 11,223,122 17,362,599 1,583,015 483,854 30,652,590 Reportable segment profit before income tax 9,703,832 6,089,962 4,457,678 404,185 20,655,657 Reportable segment assets 71,619,497 111,087,596 111,062,961 3,247,452 297,017,506 Capital expenditure 7,974,561 6,665,484 17,666,085 937,982 33,244,112 Reportable segment liabilities 37,294,007 87,013,021 44,648,286 2,502,314 171,457,628
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Notes to the Financial Statements Page 35 4. SEGMENT INFORMATION (continued) Consolidated (d) Reconciliations of reportable segment revenues, profit, assets and liabilities and other items Notes 2026 $ 2025 $ Revenues Total segment revenue for reportable segments 412,343,441 376,612,918 Elimination of intra-segment and inter-segment revenue (55,212,220) (51,187,357) Unallocated revenue 2,721 3,902 Consolidated revenue 5 357,133,942 325,429,463 Profit Total profit before tax for reportable segments 36,946,571 20,655,657 Unallocated amounts (2,299,334) (1,001,780) Consolidated profit before income tax 34,647,237 19,653,877 Assets Total assets for reportable segments 311,189,400 297,017,506 Elimination of intersegment receivables (5,335,801) (7,573,017) Unallocated amounts 23,756,518 23,526,382 Consolidated total assets 329,610,117 312,970,871 Capital expenditure Total capital expenditure of reportable segments 18,272,615 33,244,112 Unallocated capital expenditure 1,615,290 1,030,380 Consolidated total capital expenditure 19,887,905 34,274,492 Liabilities Total liabilities for reportable segments 174,536,713 171,457,628 Elimination of intersegment payables (5,335,801) (7,573,017) Unallocated amounts 16,028,965 20,594,520 Consolidated total liabilities 185,229,877 184,479,131 Other material items Interest Income Unallocated amounts 208,438 222,294 Consolidated interest income 208,438 222,294 Other income Total for reportable segments 1,002,435 1,218,772 Unallocated amounts 178,812 - Consolidated other income 1,181,247 1,218,772 Interest expense Total for reportable segments 8,807,387 7,997,972 Elimination of intersegment interest (830,133) (607,475) Unallocated amounts 250,892 291,215 Consolidated interest expense 7 8,228,146 7,681,712 Depreciation and amortisation Total for reportable segments 32,343,606 30,652,590 Unallocated amounts 1,103,823 883,054 Consolidated depreciation and amortisation 7 33,447,429 31,535,644 The reports provided to the Group ’s Executive Chairman with respect to reconciliation of reportable segment revenues, profit, assets and liabilities are measured in a manner consistent with the financial statements.
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Notes to the Financial Statements Page 36 5. REVENUE The Group generates revenue primarily from the provision of transport, logistics and security services. Other sources of revenue include rental income from the investment property and dividends from other investments (refer to note 1(s)). In the following table, revenue from contracts with customers is disaggregated by major services provided. Consolidated 2026 2025 $ $ Revenue from contracts with customers Sales revenue Transport 214,837,333 191,315,619 Logistics 135,030,568 126,915,620 Other services, including security 7,129,068 7,032,747 356,996,969 325,263,986 Other revenue Dividends 2,721 2,553 Rent 134,252 161,575 Other - 1,349 136,973 165,477 357,133,942 325,429,463 6. OTHER INCOME Net gain on disposal of property, plant and equipment 785,615 943,161 Other 395,632 275,611 1,181,247 1,218,772 7. EXPENSES Profit before income tax includes the following specific expenses: Employee benefits Defined contribution superannuation 9,246,735 8,406,733 Depreciation and amortisation Buildings 2,421,112 2,109,383 Plant and equipment and motor vehicles 10,137,908 9,373,851 Right-of-use assets 20,681,419 19,543,827 Security lines 51,057 50,197 Software 54,474 66,871 Trade name and customer relationships 101,459 391,515 33,447,429 31,535,644 Finance expenses Interest 8,228,146 7,681,712 Finance charges 266,784 274,844 8,494,930 7,956,556
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Notes to the Financial Statements Page 37 8. INCOME TAXES Consolidated 2026 2025 $ $ (a) Income tax expense Current tax 12,053,053 7,844,574 Deferred tax (1,598,694) (1,887,664) Under/(over) provided in prior years 196,550 (508,915) Income tax expense 10,650,909 5,447,995 Deferred income tax (benefit) included in income tax expense comprises: Increase in deferred tax assets (note 8(d)) (1,591,298) (3,083,932) Increase/(decrease) in deferred tax liabilities (note 8(e)) (7,396) 1,196,268 (1,598,694) (1,887,664) (b) Numerical reconciliation of income tax expense to prima facie tax payable Profit before income tax expense 34,647,237 19,653,877 Tax at the Australian rate of 30% (2025 - 30%) 10,394,171 5,896,163 Tax effect of amounts which are not deductible/(taxable) in calculating taxable income: Amortisation 33,154 42,440 Rebatable dividends (1,166) (1,094) Sundry items 28,200 19,401 10,454,359 5,956,910 Under / (over) provision in prior years 196,550 (508,915) Income tax expense 10,650,909 5,447,995 (c) Amounts recognised directly in equity Net deferred tax – (credited) directly to equity (note 8(d)) (4,428) (1,573) (d) Deferred tax assets The balance comprises temporary differences attributable to: Amounts recognised in profit or loss Doubtful debts 265,985 129,335 Employee benefits 4,197,667 3,903,543 Depreciation and amortisation 81,609 63,553 Lease liabilities 27,313,784 26,290,308 Other 778,639 659,645 32,637,684 31,046,384 Amounts recognised directly in equity Other investments 13,495 17,925 32,651,179 31,064,309 Set-off of deferred tax liabilities (note 8(e)) (28,259,572) (28,266,968) Net deferred tax assets 4,391,607 2,797,341
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Notes to the Financial Statements Page 38 8. INCOME TAXES (continued) Consolidated 2026 2025 $ $ Movements (deferred tax assets) Balance at 1 July 31,064,309 27,981,950 Credited to profit or loss 1,591,298 3,083,932 Debited/(credited) to equity (4,428) (1,573) Balance at 30 June 32,651,179 31,064,309 (e) Deferred tax liabilities The balance comprises temporary differences attributable to: Amounts recognised in profit or loss Right-of-use assets 23,475,946 22,870,894 Depreciation and amortisation 4,025,616 4,608,940 Other 758,010 787,134 28,259,572 28,266,968 Set-off of deferred tax assets (note 8(d) (28,259,572) (28,266,968) Net deferred tax liabilities - - Movements (deferred tax liabilities) Balance at 1 July 28,266,968 27,070,700 Debited/(credited) to profit or loss (7,396) 1,196,268 Balance at 30 June 28,259,572 28,266,968 9. CURRENT ASSETS - TRADE AND OTHER RECEIVABLES Trade receivables 40,993,009 37,376,132 Provision for impairment of receivables (note 3(b)) (886,618) (431,118) 40,106,391 36,945,014 Other receivables 4,858,991 3,247,432 Prepayments 2,164,053 2,426,966 7,023,044 5,674,398 47,129,435 42,619,412
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Notes to the Financial Statements Page 39 10. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT Consolidated Freehold land Freehold buildings Plant and equipment and fixtures and fittings Motor vehicles Total $ $ $ $ $ 1 July 2024 Cost 45,499,191 61,646,216 34,791,498 55,822,851 197,759,756 Accumulated depreciation (2,655,780) (10,601,677) (24,189,305) (27,910,095) (65,356,857) Net book amount 42,843,411 51,044,539 10,602,193 27,912,756 132,402,899 Year ended 30 June 2025 Opening net book amount 42,843,411 51,044,539 10,602,193 27,912,756 132,402,899 Additions - 18,888,778 7,092,480 8,114,022 34,095,280 Disposals - (5,127) (46,948) (235,808) (287,883) Depreciation charge - (2,109,383) (3,151,285) (6,222,566) (11,483,234) Closing net book amount 42,843,411 67,818,807 14,496,440 29,568,404 154,727,062 At 30 June 2025 Cost 45,499,191 80,706,992 39,268,900 59,483,694 224,958,777 Accumulated depreciation* (2,655,780) (12,888,185) (24,772,460) (29,915,290) (70,231,715) Net book amount 42,843,411 67,818,807 14,496,440 29,568,404 154,727,062 Year ended 30 June 2026 Opening net book amount 42,843,411 67,818,807 14,496,440 29,568,404 154,727,062 Additions 3,042,000 2,768,079 5,933,694 8,144,132 19,887,905 Disposals - - (116,515) (384,247) (500,762) Reversal of impairment** 2,055,780 - - - 2,055,780 Depreciation charge - (2,421,112) (3,557,904) (6,580,004) (12,559,020) Closing net book amount 47,941,191 68,165,774 16,755,715 30,748,285 163,610,965 At 30 June 2026 Cost 48,541,191 83,540,172 42,898,429 63,261,548 238,241,340 Accumulated depreciation* (600,000) (15,374,398) (26,142,714) (32,513,263) (74,630,375) Net book amount 47,941,191 68,165,774 16,755,715 30,748,285 163,610,965 * Includes depreciation and historical impairment charges **During the year construction of the new 10,000 sqm facility adjoining the Regional Freight hub at Hazelmere reached practical completion. During the year ended 30 June 2020, the land associated with the new facility was valued and as a result an impairment of $2,055,780 was recognised. For the year ended 3 0 June 2026 management obtained an independent valuation of the newly developed facility, which confirmed that the current value of the land and building exceeds its original cost. As such, the full amount of the original impairment on this land, being $2,055,780, ha s been reversed. Freehold land and buildings include properties owned by the Group throughout Western Australia. These properties are included in the financial statements at 3 0 June 2026 at $116,106,965 (30 June 2025: $110,662,218), being historical cost less accumulated depreciation and historical impairment charges. On a rolling 3- year basis , properties owned by the Group are valued by independent external valuation experts. These valuations may be completed for bank mortgage purposes as part of compliance with bank lending facilities or commissioned by management for internal purposes, such as assessing inter -segment rental charges. However, during the current financial year, an independent valuation of the newly completed Hazelmere property was the only valuation conducted.
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Notes to the Financial Statements Page 40 10. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT (continued) Based on these external valuations, the total value of the Group’s properties is $ 190,043,212 (30 June 202 5: $174,541,432) representing an additional $ 73,936,247 (30 June 2025 : $ 63,879,214) of value above the recognised carrying value of these properties at 30 June 2026. Non-current assets pledged as security Refer to note 16(b) for information on non-current assets pledged as security. 11. NON-CURRENT ASSETS – RIGHT-OF-USE ASSETS A. Leases as lessee The Group leases warehouse and transport depot facilities. These leases typically run for a period of 5 years, however the lease periods range from 1 year to 12 years, generally with an option to renew the lease after that date. Lease payments increase with CPI or fixed percentages based on the underlying lease, with market reviews generally coming into effect at the time of renewal. These property leases provide for the payment of outgoings in addition to rent payments. These payments are determined to be variable in nature and have not been included within the calculation of the lease liability. The Group also leases plant and equipment. Information about leases for which the Group is a lessee is presented below. (i) Right-of-use assets Consolidated Land and buildings Plant and equipment Total $ $ $ 1 July 2024 Cost 108,790,061 9,328,430 118,118,491 Accumulated depreciation (42,798,725) (5,465,295) (48,264,020) Net book value 65,991,336 3,863,135 69,854,471 Year ended 30 June 2025 Opening net book amount 65,991,336 3,863,135 69,854,471 Depreciation for the year (16,502,047) (3,041,780) (19,543,827) Additions to right-of-use assets 21,450,570 4,529,853 25,980,423 Disposal of right-of-use assets (27,679) (27,075) (54,754) Closing net book amounts 70,912,180 5,324,133 76,236,313 At 30 June 2025 Cost 130,630,872 11,973,999 142,604,871 Accumulated depreciation (59,718,692) (6,649,866) (66,368,558) Net book amount 70,912,180 5,324,133 76,236,313 Year ended 30 June 2026 Opening net book amount 70,912,180 5,324,133 76,236,313 Depreciation for the year (17,294,583) (3,386,836) (20,681,419) Additions to right-of-use assets 14,181,365 8,942,707 23,124,072 Disposal of right-of-use assets (150,726) (275,087) (425,813) Closing net book amounts 67,648,236 10,604,917 78,253,153 At 30 June 2026 Cost 142,177,158 18,601,685 160,778,843 Accumulated depreciation (74,528,922) (7,996,768) (82,525,690) Net book amount 67,648,236 10,604,917 78,253,153
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Notes to the Financial Statements Page 41 11. NON-CURRENT ASSETS – RIGHT-OF-USE ASSETS (continued) Additions to right-of-use assets during the financial year were driven by long -term extensions to existing properties and leases entered into for forklifts and rail containers. (ii) Amounts recognised in profit or loss 2026 $ 2025 $ Interest on lease liabilities 6,222,443 5,254,621 Expenses relating to short-term leases 1,928,955 1,967,334 Variable lease payments excluded from lease liability calculations 5,871,120 4,100,372 (iii) Extension options Some property leases contain certain extension options exercisable by the Group prior to the end of the non- cancellable contract period. Where practicable, the Group seeks to include the extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to e xercise the options if there is a significant event or changes in circumstances within its control. B. Leases as lessor The Group leases its investment property to an unrelated third party and occasionally sub -leases leased and owned properties to unrelated third parties on a short -term basis . The Group has classified these leases as operating leases, because they do not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Rental income recognised by the Group during the financial year was $134,252 (2025: $161,575). 12. NON-CURRENT ASSETS - INVESTMENT PROPERTY (a) Valuations Investment freehold land and buildings were recorded at cost (net of prior impairments) at 30 June 2026 at $2,207,021, which approximates fair value (2025 - $2,207,021). The basis of valuation of the investment property for impairment testing purposes is fair value being the amounts for which the property could be exchanged between willing parties in an arm’s length transaction, based on current prices in an active market for similar properties in the same location and condition and subject to similar leases. (b) Contractual obligations There are no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance or enhancements.
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Notes to the Financial Statements Page 42 13. NON-CURRENT ASSETS - INTANGIBLE ASSETS Consolidated Goodwill Trade names Customer relationships Security lines Software Total $ $ $ $ $ $ 1 July 2024 Cost 26,461,029 3,726,914 9,178,756 1,649,739 2,242,707 43,259,145 Accumulated impairment (3,074,710) - - - - (3,074,710) Accumulated amortisation - (3,552,998) (8,923,026) (1,611,141) (2,182,139) (16,269,304) Net book amount 23,386,319 173,916 255,730 38,598 60,568 23,915,131 Year ended 30 June 2025 Opening net book amount 23,386,319 173,916 255,730 38,598 60,568 23,915,131 Additions - - - 171,712 7,500 179,212 Amortisation charge - (135,785) (255,730) (50,197) (66,871) (508,583) Closing net book amount 23,386,319 38,131 - 160,113 1,197 23,585,760 At 30 June 2025 Cost 26,461,029 3,726,914 9,178,756 1,821,451 2,250,207 43,438,357 Accumulated impairment (3,074,710) - - - - (3,074,710) Accumulated amortisation - (3,688,783) (9,178,756) (1,661,338) (2,249,010) (16,777,887) Net book amount 23,386,319 38,131 - 160,113 1,197 23,585,760 Year ended 30 June 2026 Opening net book amount 23,386,319 38,131 - 160,113 1,197 23,585,760 Additions - - 381,734 83,089 129,703 594,526 Amortisation charge - (38,131) (63,328) (51,057) (54,474) (206,990) Closing net book amount 23,386,319 - 318,406 192,145 76,426 23,973,296 At 30 June 2026 Cost 26,461,029 3,726,914 9,560,490 1,877,285 2,171,555 43,797,273 Accumulated impairment (3,074,710) - - - - (3,074,710) Accumulated amortisation - (3,726,914) (9,242,084) (1,685,140) (2,095,129) (16,749,267) Net book amount 23,386,319 - 318,406 192,145 76,426 23,973,296 The segment-level summary of goodwill allocation is presented below. Transport Logistics Other Total $ $ $ $ 2025 5,474,232 17,868,016 44,071 23,386,319 2026 5,474,232 17,868,016 44,071 23,386,319
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Notes to the Financial Statements Page 43 14. IMPAIRMENT The Group annually tests whether CGUs that include goodwill ha ve suffered any impairment. CGUs within the transport, logistics and other segments with goodwill were tested for impairment utilising value-in-use calculations. The summary of CGUs tested for impairment is presented below aggregated by segment. In the analysis below, the assets not tested represent assets in CGU’s that do not contain goodwill. *Assets subject to impairment testing in the property segment are owner occupied properties utilised by CGUs within the transport segment. Key assumptions utilised in the value-in-use calculations are as follows: Cash flows for year 1 are based on the budget for the year ending 30 June 202 7. This budget represents the current forecast sustainable earnings of CGUs as approved by the Board. Cash flows for years 2 to 5 are projected based on the budget, adjusted for changing market conditions, with an assumed annual growth rate of 2.5% (2025 – 2.5%). Terminal value calculations utilise a long-term expected annual growth rate of 2.5% (2025 – 2.5%). Nominal post-tax discount rates ranging between 8.5% and 10.0% (2025 – 8.5% and 10.0%) are used to discount the forecast future attributable post -tax cash flows when performing the value- in-use calculations. Management has applied a discount rate commensurate with the size of the relevant CGU, with higher discount rates applied to smaller size CGUs. Reasonable possible change in assumptions Management considered reasonably possible changes of assumptions associated with the CGUs as a 1% (202 5 - 1%) increase in the discount rate, or a 7.5% (202 5 - 7.5%) reduction in EBITDA margins. Management ha s not identified any reasonably possible change in the key assumptions of the cashflow model that would cause the carrying amount to exceed the recoverable amount of the CGU. Should a combination of these sensitivities occur in the same manner, there may be a potential impairment. Transport $ Logistics $ Property $ Other / Unallocated $ Consolidated $ 2026 Property, plant and equipment 27,307,147 14,877,257 116,450,484 4,976,077 163,610,965 Right-of-use assets 8,731,504 69,521,649 - - 78,253,153 Intangible asset – goodwill 5,474,232 17,868,016 - 44,071 23,386,319 Intangible assets – other 318,406 - - 268,571 586,977 Total assets available for testing 41,831,289 102,266,922 116,450,484 5,288,719 265,837,414 Less assets not tested (4,693,653) (24,429,010) (74,083,879) (4,908,646) (108,115,188) Subject to impairment testing* 37,137,636 77,837,912 42,366,605 380,073 157,722,226 Transport $ Logistics $ Property $ Other/ Unallocated $ Consolidated $ 2025 Property, plant and equipment 27,138,804 14,451,776 107,794,260 5,342,222 154,727,062 Right-of-use assets 12,019,110 64,217,203 - - 76,236,313 Intangible asset – goodwill 5,474,232 17,868,016 - 44,071 23,386,319 Intangible assets – other - 38,131 - 161,310 199,441 Total assets available for testing 44,632,146 96,575,126 107,794,260 5,547,603 254,549,135 Less assets not tested (4,212,137) (18,629,768) (76,673,351) (5,167,528) (104,682,784) Subject to impairment testing 40,420,009 77,945,358 31,120,909 380,075 149,866,351
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Notes to the Financial Statements Page 44 14. IMPAIRMENT (continued) Management ha s determined that there are no other reasonably possible changes that could result in material impairments to the CGUs, however management recognise the uncertainty associated with the national economy which could result in a worsening of the Group’s perfor mance. These outcomes have not been reflected in management’s assessment. 15. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES Consolidated 2026 2025 $ $ Trade payables 12,849,786 15,592,258 Other payables 16,184,601 11,654,604 29,034,387 27,246,862 16. LEASE LIABILITIES AND LOANS AND BORROWINGS Lease liabilities - current 20,662,022 18,555,650 Lease liabilities - non-current 72,420,989 70,363,294 Bank loans - non-current 32,500,000 39,905,000 Other borrowings - non-current 13,372,873 14,160,832 Total interest-bearing borrowings 138,955,884 142,984,776 Other borrowings relate to the construction of the new warehouse in Hazelmere, funded by a third party financier and is repayable in August 2028. Interest is payable at a fixed rate of 5.36% per annum. (a) Total secured liabilities The total secured liabilities (current and non-current) are as follows: Secured Bank loans 32,500,000 39,905,000 Lease liabilities* 2,037,063 1,284,582 Other borrowings 13,372,873 14,160,832 Total secured liabilities 47,909,936 55,350,414 *Represents hire purchase liabilities included within the lease liabilities balance. The Group’s bank loans are subject to various covenants which are reported on a quarterly basis. Key financial covenants relate to the Group being required to maintain certain debt to earnings before depreciation, amortisation interest and tax (EBITDA) and interest cover ratios (measured on a pre-AASB 16 Leases basis). The Group has complied with all bank covenants at 30 June 2026 and accordingly the bank loans are classified as non - current. The Group expects to comply with the quarterly bank covenants within 12 months after the reporting date.
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Notes to the Financial Statements Page 45 16. LEASE LIABILITIES AND LOANS AND BORROWINGS (continued) (b) Assets pledged as security Bank overdrafts, bank loans and other borrowings are secured by mortgages over the majority of the Group ’s freehold land and buildings, investment property and fixed and floating charges over the remaining Group assets (excluding AASB 16 right-of-use assets). Hire purchase liabilities are effectively secured as the rights to the assets recognised in the financial statements revert t o the financier in the event of default. The carrying amounts of assets pledged as security for current and non- current interest-bearing liabilities are: Consolidated 2026 2025 Current $ $ Cash and cash equivalents 9,854,735 10,542,613 Receivables 44,965,382 40,192,446 Inventories 118,874 199,084 Total current assets pledged as security 54,938,991 50,934,143 Non-current Other investments 71,031 56,265 Plant, equipment and motor vehicles 47,504,000 44,064,844 Freehold land and buildings 116,106,965 110,662,218 Investment property 2,207,021 2,207,021 Intangible assets 268,571 161,310 Total non-current assets pledged as security 166,157,588 157,151,658 Total assets pledged as security 221,096,579 208,085,801 (c) Financing arrangements Unrestricted access was available at balance date to the following lines of credit: Credit standby arrangements Total facilities Secured bill acceptance facility 52,883,000 53,227,623 Secured financial guarantee and documentary credit facility 3,500,000 3,155,377 56,383,000 56,383,000 Utilised Secured bill acceptance facility 32,500,000 39,905,000 Secured financial guarantee and documentary credit facility 3,207,027 3,155,377 35,707,027 43,060,377 Bank loan facility Total facility 56,383,000 56,383,000 Utilised at balance date (35,707,027) (43,060,377) Unutilised at balance date 20,675,973 13,322,623 The bank overdraft facilities may be drawn at any time and are subject to annual review. The bill acceptance facilities have defined maturity dates. Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time. The current interest rates are 5.60% - 5.80% per annum on bank bill facilities and 8.11% per annum on bank overdraft facilities (2025 – bank bill facilities 4.51% - 4.75%, bank overdraft facilities – 7.60%).
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Notes to the Financial Statements Page 46 16. LEASE LIABILITIES AND LOANS AND BORROWINGS (continued) (d) Interest rate risk exposure Information concerning interest rate risk is set out in note 3. (e) Fair value The carrying amounts of interest-bearing liabilities approximate their fair value at balance date . 17. CONTRIBUTED EQUITY (a) Share capital Consolidated Ordinary shares (fully paid) Number of shares $ At 30 June 2025 Opening balance 77,524,663 30,321,136 Dividend reinvestment plan 507,713 845,047 Bonus share plan 40,179 66,702 Exercise of contingently issuable shares 215,000 94,134 Closing balance 78,287,555 31,327,019 At 30 June 2026 Opening balance 78,287,555 31,327,019 Dividend reinvestment plan 314,399 604,172 Bonus share plan 39,797 76,359 Exercise of contingently issuable shares 677,000 53,850 Closing balance 79,318,751 32,061,400 At 30 June 2026 there were 1,580,000 contingently issuable shares (2025 – 2,257,000) relating to shares issued under the Company’s Employee Share Plan. There is no expiry on these shares subject to exercise by the employee. During the financial year, 677,000 (2025 - 215,000) of the previously vested contingently issuable shares were issued as a result of the exercise of options relating to these shares. Share capital contributions represent payments for outstanding loans against these shares on exercise. During the financial year, no contingently issuable shares were issued to any employees under the Company’s Employee Share Plan (2025 - nil). (b) Ordinary shares All ordinary shares are fully paid and entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. On a show of hands , every holder of ordinary shares present at a general meeting in person or by proxy is entitled to one vote, and upon a poll each share is entitled to one vote. (c) Share-based payment Employee Share Plan During the financial year, the Company offered certain senior employees and directors the opportunity to receive Performance Rights (Rights) under the Company’s ESP. Subject to the applicable vesting conditions being satisfied, each Right will be automatically exercised resulting in the issue for no consideration of one fully paid ordinary share in the Company.
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Notes to the Financial Statements Page 47 17. CONTRIBUTED EQUITY (continued) (c) Share-based payment (continued) The key terms and conditions related to the grant of these Rights under the ESP are as follows: Grant Date Number of instruments Vesting conditions Expiry date Senior Employees 1 September 2025 Directors 9 April 2026 316,500 36,000 3 years’ service from 1 July 2025 and achievement of annual individual performance requirements (performance period). Up to 40% of the Rights will vest based on Relative Total Shareholder Return (RTSR) being equal to or up to 5% greater than the Small Ordinary Accumulation Index over the performance period. Up to 60% of the Rights will vest based on Earnings per Share (EPS) compounded annual growth being between 3% and 5% over the performance period. 31 December 2028 The Rights will vest on a sliding scale with 50% of the Rights vesting on achieving the minimum RTSR or EPS and up to 100% vesting on achieving or exceeding the upper targets. The Board also holds discretion to waive the performance conditions and vest up to 50% of the Rights. Measurement of fair values The fair value of the Rights granted under the ESP for subject to the market based RTSR vesting condition were measured using a Monte Carlo simulation. The fair value of Rights subject to the EPS growth rate vesting condition were measured based on the Black-Scholes formula. Expected volatility is estimated by considering historic average share price volatility over a period commensurate with the term. The inputs used in the measurement of the fair value of the Rights at grant date were as follows: Performance rights Performance rights Senior employees Directors 2026 2026 Fair value at grant date $0.92 - $1.665 $1.462 - $2.081 Share price at grant date $1.86 $1.88 Exercise price Nil Nil Expected volatility (weighted average) 30% 30% Term 3 years 3 years Risk-free interest rate 3.4% 4.24% Fair value recognised as remuneration during the year $146,270 $22,000 There were no shares issued under the ESP in the prior year.
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Notes to the Financial Statements Page 48 18. DIVIDENDS Parent Entity 2026 2025 $ $ (a) Ordinary shares Final dividend for the year ended 30 June 2025 of 5.5 cents (2024 – 5.0 cents) per fully paid share Fully franked dividend based on tax paid @ 30% (2024 - 30%) 4,305,664 4,263,716 Less – bonus issue of ordinary shares under the Company’s Bonus Share Plan (36,937) (32,142) 4,268,727 4,231,574 Interim dividend for the year ended 30 June 2026 of 6.0 cents (2025 – 5.0 cents) per fully paid share Fully franked dividend based on tax paid @ 30% (2025 - 30%) 4,715,151 3,900,355 Less – bonus issue of ordinary shares under the Company’s Bonus Share Plan (39,422) (34,560) 4,675,729 3,865,795 (b) Dividends not recognised at the end of the reporting period In addition to the above dividends, since the end of the financial year the directors have declared the payment of a final dividend of 8.0 cents per fully paid ordinary share, (2025– 5.5 cents) fully franked based on tax paid at 30%. The aggregate amount of the proposed dividend expected to be paid on 6 October 2026 out of retained profits at 30 June 2026, but not recognised as a liability at year end, is 6,345,500 4,305,815 (c) Franked dividends Franking credits available at 30 June 202 6 for subsequent financial years based on a tax rate of 30% amount to $43,934,948 (2025 - $37,670,146 based on a tax rate of 30%). 19. RELATED PARTIES (a) Parent entity CTI Logistics Limited is the ultimate Australian parent entity of the Group and head entity of the tax consolidated group. (b) Transactions with key management personnel Key management personnel compensation Consolidated 2026 2025 $ $ Key management personnel compensation comprised the following: Short-term 2,974,403 2,774,520 Long-term 22,000 - Post-employment 167,142 166,502 3,163,545 2,941,022 20. REMUNERATION OF AUDITORS The following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: Audit services KPMG Australia Audit and review of financial reports 298,000 299,000
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Notes to the Financial Statements Page 49 21. COMMITMENTS Capital commitments Capital expenditure contracted for at the reporting date but not recognised as liabilities comprises of plant and equipment of $2,847,848 (2025 - $3,726,884) payable within one year. 22. SUBSIDIARIES All subsidiaries are incorporated in Australia. The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1(b): Country of Incorporation Equity holding (Ordinary shares) Name of entity 2026 % 2025 % CTI Logistics Limited Australia Directly controlled by CTI Logistics Limited Controlled entities Bring Transport Industries Pty Ltd Australia 100 100 Mercury Messengers Pty Ltd Australia 100 100 CTI Security Services Pty Ltd Australia 100 100 CTI Transport Systems Pty Ltd Australia 100 100 CTI Taxi Trucks Pty Ltd Australia 100 100 CTI Security Systems Pty Ltd Australia 100 100 CTI Transport Services Pty Ltd Australia 100 100 CTI Freight Management Pty Ltd Australia 100 100 Action Logistics (WA) Pty Ltd Australia 100 100 CTI Freight Systems Pty Ltd Australia 100 100 CTI Couriers Pty Ltd Australia 100 100 CTI Swinglift Services Pty Ltd Australia 100 100 CTI Xpress Systems Pty Ltd Australia 100 100 CTI Nationwide Logistics Pty Ltd Australia 100 100 Consolidated Transport Industries Pty Ltd Australia 100 100 CTI Logistics (NSW) Pty Ltd Australia 100 100 Australian Fulfilment Services Pty Ltd Australia 100 100 Other controlled entities Directly controlled by CTI Nationwide Logistics Pty Ltd Lafe (WA) Pty Ltd Australia 100 100 CTI Freightlines Pty Ltd Australia 100 100 Blackwood Industries Pty Ltd Australia 100 100 Directly controlled by Blackwood Industries Pty Ltd CTI Logistics (Vic) Pty Ltd Australia 100 100 CTI Online Pty Ltd Australia 100 100 CTI Records Management Pty Ltd Australia 100 100 CTI Quarantine & Fumigation Services Pty Ltd Australia 100 100 Directly controlled by Consolidated Transport Industries Pty Ltd Foxline Logistics Pty Ltd Australia 100 100 Directly controlled by CTI Logistics (NSW) Pty Ltd G.M. Kane & Sons Pty Ltd Australia 100 100 These subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with Class Order 2016/785 issued by the Australian Securities and Investments Commission. For further information refer to note 2 3.
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Notes to the Financial Statements Page 50 23. DEED OF CROSS GUARANTEE CTI Logistics Limited and its wholly -owned entities are parties to a deed of cross guarantee under which each company guarantees the debts of the others. By entering into the deed, the wholly- owned entities have been relieved from the requirement to prepar e a financial report and directors’ report under Class Order 2016/785 issued by the Australian Securities and Investments Commission. The above companies represent a ‘Closed Group’ for the purposes of the Class Order, and as there are no other parties to the Deed of Cross Guarantee, they also represent the Extended Closed Group. The consolidated results of the Company and all the parties to the Deed are the same as the consolidated results of the Group. 24. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH INFLOW FROM OPERATING ACTIVITIES Consolidated 2026 2025 $ $ Profit for the year 23,996,328 14,205,882 Depreciation and amortisation 33,447,429 31,535,644 Provision for doubtful debts 455,500 (8,250) Reversal of prior impairment (2,055,780) - Employee share-based payment (168,270) - Net gain on sale of non-current assets (785,615) (943,161) Net gain on disposal of right-of-use assets (20,326) (2,895) Change in operating assets and liabilities (Increase) in trade and other debtors (4,628,985) (409,860) (Increase)/decrease in inventories 80,210 (31,590) Increase/(decrease) in provision for income taxes 2,011,697 (1,980,633) Increase in deferred tax assets (1,598,694) (1,887,664) Increase in trade creditors, employee benefits and other provisions 2,767,942 1,215,593 Net cash inflow from operating activities 53,501,436 41,693,066 25. EARNINGS PER SHARE Consolidated 2026 2025 Cents per share (a) Basic earnings per share Basic earnings per share attributable to the ordinary equity holders of the Company 30.51 18.23 $ $ Profit attributable to ordinary shareholders used in calculating basic earnings per share 23,996,328 14,205,882 Number Number Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 78,637,934 77,931,676
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Notes to the Financial Statements Page 51 25. EARNINGS PER SHARE (continued) 2026 2025 Cents per share (b) Diluted earnings per share Diluted earnings per share attributable to the ordinary equity holders of the Company 30.31 18.06 $ $ Profit attributable to ordinary shareholders used in calculating diluted earnings per share 23,996,328 14,205,882 2026 2025 Number Number Weighted average number of ordinary shares used as the denominator in calculating diluted earnings per share Weighted average number of shares (basic) 78,637,934 77,931,676 The effect of the vesting of contingently issuable shares 541,705 719,633 Weighted average number of shares (diluted) 79,179,639 78,651,309 The average market value of the Company’s shares for the purposes of calculating the dilutive effect of the vesting of contingently issuable shares was based on quoted market prices for the period during which the contingently issuable shares were outstand ing. At 30 June 2026 , nil (2025: nil) contingently issuable shares and 352,500 performance rights were considered anti-dilutive and excluded from the calculation. 26. PARENT ENTITY FINANCIAL INFORMATION (a) Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: 2026 2025 $ $ Balance sheet Current assets 15,299,713 17,437,916 Total assets 49,001,636 51,663,644 Current liabilities 3,666,599 7,420,030 Total liabilities 4,352,479 12,816,397 Net assets 44,649,157 38,847,247 Shareholders’ equity Issued capital 32,061,400 31,327,019 Reserves 1,399,065 1,681,958 Retained earnings 11,188,692 5,838,270 Total equity 44,649,157 38,847,247 Profit for the year 13,909,738 13,095,310 Total comprehensive income 13,920,074 13,098,981
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Notes to the Financial Statements Page 52 26. PARENT ENTITY FINANCIAL INFORMATION (continued) (b) Guarantees entered into by the parent entity 2026 2025 $ $ Carrying amount included in Group - current liabilities 897,118 510,659 - non-current liabilities 33,639,945 40,678,923 34,537,063 41,189,582 The parent entity has provided financial guarantees in respect of bank loans and hire purchase commitments of subsidiaries amounting to $34,537,063 (2025 - $41,189,582). The loans are secured by registered mortgages over the freehold properties of the subsidiaries. In addition, there are cross guarantees given by CTI Logistics Limited as described in note 2 3. No deficiencies of assets exist in any of these entities. 27. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE On 12 August 2026 the Group entered into a binding agreement to acquire a property in Welshpool, Western Australia for $24,100,000. The property is located near the Kewdale Rail Terminal and the Group expects to relocate its interstate transport business to the property following redevelopment and the expiry of two existing leases. The acquisition is consistent with the Group’s strategy of securing property assets to support its operating businesses. There are no other events since the end of the financial year that provide additional evidence of conditions that existed at the end of the financial year or that reveal for the first time a condition that existed at the end of the financial year.
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Consolidated Entity Disclosure Statement Page 53 For the year ended 30 June 2026 Name of entity Body corporate, partnership or trust Place incorporated / formed % of share capital held directly or indirectly by the Company in the body corporate Australian or Foreign tax resident CTI Logistics Limited (the Company) Body corporate Australia N/A Australian Bring Transport Industries Pty Ltd Body corporate Australia 100% Australian Mercury Messengers Pty Ltd Body corporate Australia 100% Australian CTI Security Services Pty Ltd Body corporate Australia 100% Australian CTI Transport Systems Pty Ltd Body corporate Australia 100% Australian CTI Taxi Trucks Pty Ltd Body corporate Australia 100% Australian CTI Security Systems Pty Ltd Body corporate Australia 100% Australian CTI Transport Services Pty Ltd Body corporate Australia 100% Australian CTI Freight Management Pty Ltd Body corporate Australia 100% Australian Action Logistics (WA) Pty Ltd Body corporate Australia 100% Australian CTI Freight Systems Pty Ltd Body corporate Australia 100% Australian CTI Couriers Pty Ltd Body corporate Australia 100% Australian CTI Swinglift Services Pty Ltd Body corporate Australia 100% Australian CTI Xpress Systems Pty Ltd Body corporate Australia 100% Australian CTI Nationwide Logistics Pty Ltd Body corporate Australia 100% Australian Consolidated Transport Industries Pty Ltd Body corporate Australia 100% Australian CTI Logistics (NSW) Pty Ltd Body corporate Australia 100% Australian Australian Fulfilment Services Pty Ltd Body corporate Australia 100% Australian Lafe (WA) Pty Ltd Body corporate Australia 100% Australian CTI Freightlines Pty Ltd Body corporate Australia 100% Australian Blackwood Industries Pty Ltd Body corporate Australia 100% Australian CTI Logistics (Vic) Pty Ltd Body corporate Australia 100% Australian CTI Online Pty Ltd Body corporate Australia 100% Australian CTI Records Management Pty Ltd Body corporate Australia 100% Australian CTI Quarantine & Fumigation Services Pty Ltd Body corporate Australia 100% Australian Foxline Logistics Pty Ltd Body corporate Australia 100% Australian G.M. Kane & Sons Pty Ltd Body corporate Australia 100% Australian Key assumptions and judgements Determination of Tax Residency Section 295 (3A) of the Corporations Act 2001 requires that the tax residency of each entity which is included in the Consolidated Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an Australian resident, this term has the meaning provided in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment as the determination of tax residency is highly fact dependent and there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on reside ncy. In determining Australian tax residency, the consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5.
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Page 54 Directors’ Declaration In the opinion of the directors of CTI Logistics Limited (the Company): (a) the consolidated financial statements and notes that are set out on pages 18 to 52 and the Remuneration report on pages 9 to 12 in the Directors’ Report, are 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 202 6 and of its performance, for the financial year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) the Consolidated Entity Disclosure Statement is true and correct in accordance with the Corporations Act 2001; and (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. There are reasonable grounds to believe that the Company and the Group entities identified in note 2 2 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those Group entities pursuant to ASIC Class Order 2016/785. Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by th e International Accounting Standards Board. The directors have been given the declarations by the Managing Director and Director of Finance required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the directors. DAVID WATSON Director Perth, WA 26 August 2026
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KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the shareholders of CTI Logistics Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of CTI Logistics Limited (the Company). In our opinion, the accompanying Financial Report of the Company gives a true and fair view, including of the Group’s financial position as at 30 June 2026 and of its financial performance for the year then ended, in accordance with the Corporations Act 2001, in compliance with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises: • Consolidated statement of financial position as at 30 June 2026; • Consolidated statement of profit or loss and other comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended; • Consolidated entity disclosure statement and accompanying basis of preparation as at 30 June 2026; • Notes, including material accounting policies; and • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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 APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have fulfilled our other ethical responsibilities in accordance with these requirements.
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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. This matter was 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 this matter. Asset Valuation Refer to Note 14 to the Financial Report The key audit matter How the matter was addressed in our audit A key audit matter for us was the Group’s testing of goodwill and property, plant and equipment for impairment given the size of the balances. Impairment testing was performed by the Group on the following significant Cash Generating Units (CGUs) containing goodwill: • Couriers – West Perth • CTI Regional • CTI Interstate, and • GMK. We focused on the significant forward-looking assumptions the Group applied in its value in use models, including forecast operating cash flows, growth rates, terminal growth rates and discount rates. Forward looking assumptions of this nature are inherently judgemental, which drives additional audit effort specific to their feasibility given the uncertainty in market conditions. The Group’s modelling can be highly sensitive to small changes in certain key assumptions. The Group has a large number of operating businesses necessitating our consideration of the Group’s determination of CGUs, based on the smallest group of assets to generate largely independent cash inflows. We involved valuation specialists to supplement our senior audit team members in assessing this key audit matter. Our procedures included: • We considered the appropriateness of the value in use method applied by the Group to perform the annual test of goodwill against the criteria in the accounting standards. • We analysed the Group’s determination of its CGUs based on our understanding of the operations of the Group’s business, how the identifiable CGUs generate independent cash inflows, and against the requirements of the accounting standards. • We assessed the accuracy of previous Group forecasts to inform our evaluation of forecasts incorporated in the models. • We considered the sensitivity of the models by varying key assumptions, such as the discount rate and growth rates within a reasonably possible range, to focus our further procedures. • We compared forecasts to Board approved budgets. • We challenged the Group’s forecast cash flows and growth assumptions, considering the uncertainty in market conditions. We compared forecast cash flows to historical performance of the Group, and forecasts to published studies of industry trends and expectations. We used our knowledge of the Group, its past performance, business and customers, and our industry experience in assessing the feasibility of forecast growth rates and terminal growth rates applied by the Group.
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• We assessed the Group’s allocation of corporate assets to CGUs for reasonableness and consistency based on the requirements of the accounting standards. • Working with our valuation specialists, we: - Independently developed a discount rate range using publicly available market data for comparable entities, adjusted for risk factors such as size. - Assessed the integrity of the value in use models used, including the accuracy of the underlying calculation formulas. • We assessed the disclosures in the financial report, using the results of our testing and against the requirements of the accounting standards. Other Information Other Information is financial and non-financial information in CTI Logistics Limited’s annual report which is provided in addition to the Financial Report and the Auditor's Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we 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. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report.
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Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and in compliance with Australian Accounting Standards and the Corporations Regulations 2001; • implementing necessary internal control to enable the preparation of a Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and that is free from material misstatement, whether due to fraud or error, • assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • 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 Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They 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 the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf. This description forms part of our Auditor’s Report.
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Report on the Remuneration Report Opinion In our opinion, the Remuneration Report of CTI Logistics Limited for the year ended 30 June 2026, complies with Section 300A of the Corporations Act 2001. Directors’ 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 responsibilities We have audited the Remuneration Report included in pages 9 to 12 of the Directors’ report for the year ended 30 June 2026. Our responsibility is to express an opinion as to whether the Remuneration Report complies in all material respects with Section 300A of the Corporations Act 2001, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Ryan Hastie Partner Perth 26 August 2026
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Corporate Governance Statement Page 60 The Australian Securities Exchange (ASX) Corporate Governance Council has published a number of principles and recommendations relating to the direction and management of companies. These guidelines form a corporate governance framework intended to provide a practical guide for listed companies and their investors. The Company’s Board of directors (Board) are fully cognisant of the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council (ASX Recommendations) and have adopted those recommendations where they are appropriate to the Company’s circumstances. Under the ASX Listing Rules companies are required to provide a statement disclosing the extent to which they have followed all the ASX Recommendations and identify the recommendations that have not been followed and give reasons for not following them. Role of the Board The role of the Board is to approve the purpose, values, and strategic direction of the Company, guide and monitor the management of the Company in achieving its strategic plans, review, approve and monitor the Company's risk management systems across its businesses, and to oversee overall good governance practice. The role, responsibilities, structure and processes of the Board are set out in the Board Charter, which is published on the Company’s website www.ctilogistics.com. The Board’s primary objective is to oversee the Group’s business activities and management for the benefit of all stakeholders by: • approving the Company’s purpose, values, strategy, business plans and policies; • monitoring the Company’s strategic direction and portfolio of activities, overseeing management goal setting and instilling the Company’s values; • setting the Company’s risk appetite and reviewing the effectiveness of the Company’s risk management systems; • approving the annual report, financial statements and other published reporting in accordance with the Constitution, Corporations Act and ASX Listing Rules; • approving and monitoring budgets, capital expenditure, capital management, acquisitions and divestments and the payment of dividends; • overseeing the financial position and monitoring the business and financial affairs of the Company; • approving and monitoring the effectiveness of the Company’s system of corporate governance, ethical, environmental and health and safety standards; • ensuring significant business risks are identified and appropriately managed; • ensuring appropriate resources are available; • ensuring the composition of the Board is appropriate, selecting directors for appointment to the Board and reviewing the performance of the Board and the contribution of individual directors; and • ensuring the integrity of risk management, internal control, legal compliance and management information systems. Role of Management The Board has delegated responsibilities and authorities to management to enable management to conduct the Company’s day to day businesses. Core business management issues are handled by the Executive Committee , which comprises the executive directors and senior managers from within the Company. Matters which are not within these delegations, such as expenditure and activity approvals which exceed certain parameters, require separate Board approval. The role of management is set out in the Board Charter. Agreements with Directors The ASX Recommendations recommend that a listed company should have a written agreement with each director and senior executive setting out the terms of their appointment. The Company has entered into written agreements with its non-executive directors setting out their terms of engagement with Company and with executive directors Owen Venter and Matthew Watson as employees of the Company, but does not have written agreements with the chairman, David Watson, and its executive directors Bruce Saxild and David Mellor as a result of being employed as founding directors.
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Corporate Governance Statement Page 61 Board Composition The Board comprises seven directors, including five executive directors and two non- executive directors. Non-executive directors Roger Port and William Moncrieff are independent directors. The Board does not comprise a majority of independent directors. Due to the size of the Company and its operations, and to avoid additional layers of management, the executive directors are necessarily involved in the day to day operations of the Group’s businesses. The Board has, and will continue to consider the appointment of additional non- executive directors, including a process for succession to ensure the Board maintains a balance of skills, experience and independence appropriate for the Company. The Company has established a Remuneration and Nomination Committee comprising William Moncrieff (chair, an independent non- executive director), Roger Port (an independent non- executive director) and David Watson (executive chairman), which is considered a ppropriate given the size and nature of the Company. The committee has a formal charter which has been approved by the Board. A formal charter for the committee was established in June 2025 and is published on the Company’s website, www.ctilogistics.com. When appointing a new director, the Company performs checks which include a check on a person’s character, experience, education, criminal record and bankruptcy history. Due to the executive directors’ individual separate operational functions, the Board is able to effectively review the performance of management and exercise independent judgement. The directors have a broad range of qualifications, experience and expertise. External professional advisors are engaged by the Company to supplement the Board’s skills when required. Details of individual directors are set out in the Annual Report. The role of chairman and chief executive officer is filled by David Watson the founder of the business, who is also a substantial shareholder. His knowledge, experience and understanding of the businesses comprising the Group are integral to his performance of both these roles. The chairman is not an independent director because he is the chief executive officer and a substantial shareholder of the Company. The Board has adopted a formal policy on access to independent professional advice which provides that directors are entitled to seek such advice for the purposes of the proper performance of their duties. The advice is at the Company’s expense and is made available to all directors. The ASX Recommendations recommend that a listed company should have and disclose a board skills matrix. The Company has not established a formal skills matrix for the Board due to the size and nature of the Company and the Board is satisfied with the experience and skills of the directors. Company Secretary The appointment and removal of a company secretary is a matter for decision by the Board. The company secretary is accountable directly to the Board (through the chairman) on all matters to do with the proper functioning of the Board. Details of the company secretary are set out in the Annual Report. Ethical and Responsible Decision Making The Company has clarified the ethical behaviour expected of directors and staff, as well as its attitude towards trading in t he Company’s securities. The Company has adopted a code of conduct to provide a set of guiding principles, practices and standards of behaviour which are to be observed by all employees, contractors and business partners. The Board encourages all employees to conduct business in a fair and ethical manner and to report any instances where standards may be at risk.
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Corporate Governance Statement Page 62 The Company’s business conduct and ethics policy, anti -bribery and anti -corruption policy, code of conduct, modern slavery statement and the policy on trading in company securities, are published on the Company’s website www.ctilogistics.com. Diversity The Company is committed to diversity and equality in all areas and all levels of its operations. Diversity means those attributes which may differ from person to person, including gender, age, ethnicity and cultural background. The Company recognises that the strength of the business is built on the understanding of individual strengths and differences and seeks to respect these. The Company is committed to providing an inclusive work environment with equal opportunities for all current and prospective employees, customers and suppliers and does not condone harassment or unlawful discrimination of any kind. The Company recognises that there are many areas in which people experience discrimination and will continue to work towards an anti-discriminatory environment, based on open discussions with employees, customers, suppliers and others on perceptions of discrimination and by ensuring that our processes reflect relevant legislation and good practice. The Company reports annually to the Workplace Gender Equality Agency which has confirmed that the Company is compliant with the Workplace Gender Equality Act 2012. Currently the gender split of the Group’s employees is 7 5% male : 2 5% female. At management levels the split is 92% male : 8% female. There are currently no female Board members. The Company has a diversity policy, which is published on the Company’s website www.ctilogistics.com. The ASX Recommendations recommend that a listed company’s Board should set out measurable objectives for achieving general diversity in the composition of the Board, senior executives and workforce generally, and the company should give disclosure of those measurable objectives. The Company has not set measurable objectives for achieving general diversity in the composition of the Board, senior executives and workforce generally because of the size of the Company. Evaluating Performance of Board and Management The Board generally reviews and evaluates the performance of its directors and committees annually. However, the Company has not established a formal process for periodically evaluating the performance the Board, the Board’s committees and individual directors because of the size of the Company. The Company evaluates the performance of its senior executives in an annual review process measured against a range of performance criteria determined by the Board and during the reporting period performance evaluations were undertaken in accordance with that process. Integrity in Financial Reporting The Company has formed an Audit and Risk Committee consisting of independent directors Roger Port (chair, an independent non-executive director) and William Moncrieff (an independent non- executive director), and executive directors Bruce Saxild and Matthew Watson. Meetings are also attended by executive directors David Mellor and Owen Venter. The Audit and Risk Committee has a formal charter which has been approved by the Board. The charter is published on the Company’s website, www.ctilogistics.com. The ASX Recommendations recommend that a majority of a listed entity’s audit committee comprise independent directors. The Company’s Audit and Risk Committee does not comprise a majority of independent directors because two of the four members of the commi ttee are executive directors. The size and composition of the Audit and Risk Committee is considered to be appropriate for the size and complexity of the Company. The Audit and Risk Committee reports directly to the Board and has unlimited access to the Company’s external auditors and company employees. The Audit and Risk Committee meets regularly with the external auditors and reviews all comments and findings from them.
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Corporate Governance Statement Page 63 The external auditors meet with the Audit and Risk Committee at least twice a year to review their audit procedures and findings. It is the policy of the external auditors to rotate the audit partner at 5 yearly intervals. The Board is satisfied with the external auditor’s competence and independence. In accordance with the ASX Recommendations, the chief executive officer and the chief financial officer have written to the Board giving assurances as to the accuracy and integrity of the Company’s financial statements. Timely and Balanced Disclosure The Board is committed to ensuring that all matters which should be disclosed to the market are disclosed in a timely and balanced manner. All matters for disclosure are vetted and authorised by the Board prior to disclosure. The Company’s continuous disclosure policy aims to ensure that: • there is full and timely disclosure of the Company’s activities to shareholders, investors and other interested parties in accordance with all statutory obligations; • all parties have equal access to externally available information about the Company. The Company’s continuous disclosure policy reflects the Company's responsibility to comply with the disclosure requirements of the ASX and is reviewed regularly to reflect any changes in legislative or regulatory requirements and best practice. The continuous disclosure policy is published on the Company’s website www.ctilogistics.com. Rights of Shareholders The Board encourages direct communication with shareholders. Shareholders are encouraged to attend general meetings where formal and informal discussions can take place with Board members, senior employees and the external auditors. The Company’s external auditors are always invited to attend the Company’s Annual General Meetings and are available to answer shareholders’ queries at that time. Shareholders may also communicate freely with Board members at any time either directly or via our investor relations email address communications@ctilogistics.com. The Company recognises the importance and value of keeping shareholders fully informed of all matters, in addition to those prescribed by law, which may impact upon their financial interest in the Company. The Company’s shareholder communication strategy is published on the Company’s website www.ctilogistics.com. The Company’s website will continue to be developed as a medium to facilitate communication with shareholders. Risk Recognition and Management The Board has established policies and procedures to recognise, minimise and manage all material aspects of risk affecting the Company. The Board has overseen with the management of each business unit the drawing up of a risk management plan. Management has submitted reports to the Board on the areas of risk, the impacts of risks and risk categorisation affecting the business units. A robust system for identifying, monitoring and mitigating material risk throughout the Group has been established and each business unit can access the system on-line. It is reviewed at least annually and updated immediately a change is identified. The Audit and Risk Committee assists the Board in fulfilling its corporate governance and oversight responsibilities , including corporate reporting processes, external audit and compliance, risk management and mitigation and internal control. The Audit and Risk Committee charter sets out the roles and responsibilities of the committee, including reviewing the effectiveness of the processes for identifying the Company’s risks and the appropriateness of the risk management procedures in managing financial, fraud, operational, contract, insurance, cyber security and regulatory compliance r isks.
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Corporate Governance Statement Page 64 Business continuity plans incorporate disaster recovery and IT risk management plans covering the Company’s on and off premise IT infrastructure and cyber risks and controls which are reviewed periodically. Whilst there is no formal internal audit function, the Company’s chief financial officer performs and delegates certain inter nal audit procedures on a rotational basis throughout the year. The ASX Recommendations recommend that the chief executive officer and the chief financial officer write to the Board giving assurances regarding risk recognition and management, so that the Board is assured of considering all relevant factors. This has not been undertaken as the Company’s chief executive officer is also the chairman of the Company’s Board and the chief financial officer is also a member of the Company’s Board and report to the Board directly. Remuneration The Remuneration and Nomination Committee reviews and makes recommendations on remuneration policies for the Company including, in particular, those governing the directors. Remuneration of directors is periodically benchmarked against similar listed companies. The Board has the discretion to provide employees with equity-based remuneration including under the Company’s Employee Share Plan. Board members have access to continuing education within their spheres of operation and the Board encourages directors and staff to embark on continuing professional development. Directors have access to all information required to efficiently discharge responsibilities and may request additional information from management at any time. Operational management are invited to attend Board meetings on a regular basis to facilitate directors’ understanding of operational matters. The ASX Recommendations recommend that a listed entity should disclose its policies and practices regarding the remuneration of its directors. The Company has not established formal policies for the remuneration of directors due to the size of the Company. Interests of Stakeholders The Board acknowledges the legitimate interests of all stakeholders and its legal and other obligations to employees, clients and the community as a whole.
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Shareholder Information Page 65 THE TWENTY LARGEST SHAREHOLDERS AS AT 7 AUGUST 2026 NUMBER OF SHARES PERCENTAGE David R Watson 18,627,488 23.03 Dynamic Supplies Investments Pty Ltd 9,956,463 12.31 David Watson Nominees Pty Ltd 5,395,969 6.67 Parmelia Pty Ltd 4,453,000 5.50 DAM Nominees Pty Ltd 2,798,871 3.46 Simon Dirk Kenworthy-Groen 2,613,168 3.23 Bruce E Saxild and Michelle P Saxild 2,579,302 3.19 Catherine R Watson 1,823,486 2.25 Citicorp Nominees Pty Ltd 1,806,079 2.23 Dixson Trust Pty Ltd 1,686,633 2.08 NCH Pty Ltd 1,639,204 2.03 J P Morgan Nominees Australia Pty Ltd 1,579,681 1.95 HSBC Custody Nominees (Australia) Limited 746,497 0.92 Bond Street Custodians Limited 600,000 0.74 David A Mellor 522,080 0.65 Mr Walter Hall and Mrs Hilary Hall 521,000 0.64 Mr Simon Wiltshire & Mr Andrew Kerr & Mr Gavin Riley 419,228 0.52 Keiser Investments Pty Ltd 390,000 0.48 Semblance Pty Ltd 390,000 0.48 Geolyn Pty Ltd 374,104 0.46 58,922,253 72.82 SUBSTANTIAL SHAREHOLDERS Substantial shareholders as disclosed in the last substantial shareholder notices given to the Company under the Corporations Act 2001. NUMBER OF DATE OF NOTICE SHARES PERCENTAGE David R Watson 14 November 2018 25,902,933 33.41 Dynamic Supplies Investments Pty Ltd 12 August 2021 9,064,737 11.64 Parmelia Pty Ltd 16 October 2023 4,091,176 5.13 DISTRIBUTION OF EQUITY SECURITIES AS AT 7 AUGUST 2026 (i) Distribution schedule of holdings NUMBER OF SHAREHOLDERS ORDINARY SHARES PERCENTAGE 1 - 1,000 332 141,413 0.17 1,001 - 5,000 407 1,083,812 1.34 5,001 - 10,000 174 1,309,556 1.62 10,001 - 100,000 340 10,762,843 13.30 100,001 and over 72 67,601,127 83.57 1,325 80,898,751 100.00 (ii) There were 71 shareholders holding less than a marketable parcel of ordinary shares. (iii) There were a total of 80,898,751 ordinary shares on issue. VOTING RIGHTS Ordinary shares carry voting rights of one vote per share.