Annual report
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KELLY PARTNERS GROUP HOLDINGS LIMITED AND ITS SUBSIDIARIES ABN 25 124 908 363 ANNUAL REPORT – 2026
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Kelly Partners Group Holdings Limited and its subsidiaries Contents 30 June 2026 1 Corporate directory 2 Directors' report 3 Auditor's independence declaration 19 Consolidated statement of profit or loss and other comprehensive income 20 Consolidated statement of financial position 21 Consolidated statement of changes in equity 23 Consolidated statement of cash flows 24 Notes to the consolidated financial statements 25 Consolidated entity disclosure statement 68 Directors' declaration 73 Independent auditor's report to the members of Kelly Partners Group Holdings Limited 74 Shareholder information 79 End of financial report 81
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Kelly Partners Group Holdings Limited and its subsidiaries Corporate directory 30 June 2026 2 Directors Brett Kelly – Chairman, Executive Director Stephen Rouvray – Deputy Chairman, Non-Executive Independent Director Ryan Macnamee – Non-Executive Independent Director Paul Kuchta – Executive Director Ada Poon - Executive Director Company secretary Joyce Au Registered office Level 8 32 Walker Street North Sydney, NSW 2060 Telephone: (02) 9923 0800 Share register Computershare Investor Services Pty Limited Level 4 44 Martin Place Sydney NSW 2000 Telephone: 1300 787 272 Auditor BDO Audit Pty Ltd Level 25 252 Pitt Street Sydney, NSW 2000 Stock exchange listing Kelly Partners Group Holdings Limited shares are listed on the Australian Securities Exchange (ASX code: KPG) since 21 June 2017. Website http://www.kellypartnersgroup.com.au Corporate Governance Statement The directors and management are committed to conducting the business of Kelly Partners Group Holdings Limited in an ethical manner and in accordance with the highest standards of corporate governance. Kelly Partners Group Holdings Limited has adopted and has substantially complied with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) ('Recommendations') to the extent appropriate to the size and nature of its operations. The Group’s Corporate Governance Statement, which sets out the corporate governance practices that were in operation during the financial year and identifies and explains any Recommendations that have not been followed and ASX Appendix 4G are released to the ASX on the same day the Annual Report is released. The Corporate Governance Statement and Corporate Governance Compliance Manual can be found on the Company’s website - www.kellypartnersgroup.com.au/investor-centre/corporate-governance.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 3 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Kelly Partners Group Holdings Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2026. Directors The following persons were directors of Kelly Partners Group Holdings Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Brett Kelly - Chairman Stephen Rouvray - Deputy Chairman Ryan Macnamee Paul Kuchta Ada Poon Principal activities During the financial year, the principal continuing activities of the Group were the provision of chartered accounting and other professional services, predominantly to private businesses and high net worth individuals. Strategy The Company aims to build per-share intrinsic value by: Target (1) Improving the earning power of the operating businesses; 35% EBITDA (2) Further increase the earnings of the operating businesses through acquisitions; 5% p.a. growth (3) (a) Growing the accounting businesses; 5% p.a. growth (b) Growing the complementary businesses; (4) (a) Making programmatic acquisitions; (b) Making an occasional large acquisition where there is strategic alignment (i.e. greater than $5m in revenue); and (5) Repurchasing Company’s shares when available at a meaningful discount from intrinsic value. Structure Kelly Partners’ businesses operate using the Kelly Partners’ Partner-Owner-Driver® model, where Kelly Partners and the operating partners respectively own a 51%/49% interest in the operating business. The Partner-Owner-Driver® structure drives long term strategic alignment and establishes a foundation for long term success and growth for the clients, people and partners of Kelly Partners. Review of operations The profit attributable to members of the parent amounted to $3,533,000 (30 June 2025: $3,413,000). In the year ended 30 June 2026 ('FY26'), the Group has recorded a consolidated statutory net profit after income tax of $17,628,000 (year ended 30 June 2025 ('FY25'): $16,436,000), an increase of 7.3%. The statutory net profit for the Group attributable to members of the parent entity after providing for income tax and non-controlling interests amounted to $3,533,000 (FY25: $3,413,000), an increase of 3.5%. The movement in statutory net profits is not representative of the underlying performance of the business due to a significant increase in amortisation of customer relationship intangible assets for the consolidated group (FY26:$9,431,000, FY25: $7,132,000) and one off items associated with acquisitions. Owners' earnings 1 for the consolidated group including non-controlling interests 12 months were $31,533,000 (FY25: $23,880,000) up 32.0% from the prior corresponding period. Owners' earnings for the parent entity were $10,026,000 (FY25: $8,465,000), up 18.4% from the prior corresponding period. 1 The Group uses owners' earnings to measure cash flow available to the Group. Owners' earnings is a non-IFRS measure which is used to measure cash flow to the Group (after taxes and finance costs) and after taking into account the movements in working capital, deductions for maintenance capital expenditures and repayment of lease liabilities. For FY26, Owners’ Earnings for the consolidated group is calculated as Net Cash from Operating Activities ($38,889,000) less Repayment of lease liabilities ($6,517,000) and Maintenance Capital Expenditure ($838,000).
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 4 The Directors consider Underlying Earnings Before Interest, Tax, Depreciation and Amortisation ('Underlying EBITDA') and Underlying Net Profit After Tax Before Amortisation ('Underlying NPATA') reflects the core earnings of the Group. Underlying EBITDA and Underlying NPATA are non-IFRS financial measures and are not prescribed by International Financial Reporting Standards (IFRS) or Australian Accounting Standards ('AAS') and represents the profit under AAS adjusted for non-cash and other items which management consider to be one-off in nature. Underlying EBITDA and Underlying NPATA are key measurements used by management and the board to assess and review business performance. Underlying EBITDA as a core measure ignores the cash implications of capital investment requirements. Kelly Partners has historically used EBITDA as a measure of performance because typically depreciation charges have been extremely low or negligible (1.5% of revenue prior to FY20), reflecting the minimal capital requirements in accounting businesses. Where depreciation charges have been minimal, EBITDA equates roughly to EBITA. The following table provides a reconciliation between the NPAT and the Underlying EBITDA of the consolidated Group. Consolidated 2026 2025 $'000 $'000 Statutory net profit after income tax ('NPAT') from continuing operations 17,628 16,436 Finance costs, net of interest income 7,793 7,012 Income tax expense 2,338 1,343 Depreciation and amortisation expense 16,809 14,473 Earnings before interest, tax, depreciation and amortisation ('EBITDA') 44,568 39,264 Add: Non-recurring expenses / non-cash adjustments Acquisition costs 605 1,435 Strategic review costs 265 1,167 Other non-recurring legal expense 1,099 - Other non-recurring expense - (151) Less: Non-recurring income Net change in fair value of contingent consideration (24) (574) Underlying EBITDA 46,513 41,141 Less: Depreciation expense (7,230) (7,041) Underlying EBITA 39,283 34,100 Underlying EBITDA of the Group was $46,513,000 (2025: $41,141,000), an increase of 13.1%. Underlying EBITA of the Group was $39,283,000 (2025: $34,100,000), an increase of 15.2%.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 5 The following table provides a reconciliation between the NPAT and the Underlying NPATA which is attributable to the owners of Kelly Partners Group Holdings Limited. Consolidated 2026 2025 $'000 $'000 Statutory NPAT attributable to the owners of Kelly Partners Group Holdings Limited 3,533 3,413 Add: Amortisation of customer relationship intangibles 4,827 3,642 NPATA attributable to the owners of Kelly Partners Group Holdings Limited 8,360 7,055 Add: Non-recurring expenses or non-cash adjustments Acquisition costs, including unwinding of interest on contingent consideration 1,250 1,853 Strategic review costs 265 1,167 Impact of AASB 16 584 304 Other non-recurring legal expense 1,099 111 Less: Non-recurring income Change in fair value of contingent consideration (24) (508) Net non-recurring items 3,174 2,927 Less: Tax effect of non-recurring items (748) (912) Underlying NPATA attributable to the owners of Kelly Partners Group Holdings Limited 10,786 9,070 Underlying NPATA attributable to members of the parent entity was $10,786,000 (2025: $9,070,000), an increase of 18.9%. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Significant changes in the state of affairs There were no significant changes in the state of affairs of the Group during the financial year. Events after the reporting period No matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Likely developments and expected results of operations The Group will continue to pursue its policy of increasing its profitability and market share in the markets within which it operates during the next financial year. The Group’s growth plan is based on a three-pronged strategy: organic growth, network expansion (which includes acquisitions, tuck-ins and greenfields) and the introduction of new services. Material business risks Key personnel risk ● The Directors’ and senior managers’ ability to successfully manage the Group’s performance and to expand and exploit the opportunities identified will directly affect the success of the Group. ● The Group may be adversely affected if any of the Directors or members of senior management (in particular Brett Kelly) leaves the Group.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 6 Business operational risk ● If the business experiences a compression of margins, the Group will not achieve its targeted profitability. ● Like all businesses, the Group is dependent on retaining key clients. Client retention is often a matter of preserving the existing personal relationships within the business. In addition, the loss of Operating Business Owners and key employees, could result in the loss of key client relationships and expertise within those businesses, which could have a material adverse impact on the current and future earnings streams associated with those relationships and the ability to attract new clients. ● The Group and its clients are exposed to a large range of operational risks relating to both current and future operations. Such operational risks include equipment failure, accidents, fraud, process error, information systems failure, external services failure, industrial action or disputes and natural disasters. While the Group endeavours to take appropriate action to mitigate these operational risks and, where the Directors consider it practicable, insure against them, the Group cannot remove all possible risks of disruption to its business operations, and it cannot control the risks its clients are exposed to. A disruption in the Group’s operations or those of its clients may have an adverse impact on the Group’s growth prospects, operating results and financial performance. ● Kelly Partners relies on proprietary and third party software products and services from a number of different providers for its management information systems as well as third party products and services to provide their services to clients. Standard backup, restoration and recovery procedures are in place for Kelly Partners. However, despite these protections, any significant interruptions, flaws or other inadequacies to these systems could impair the ability of Kelly Partners to provide their services, affect the quality of such services, or the loss or corruption of data. Any of these impacts, or other potential effects, could materially affect Kelly Partners overall performance revenue and earnings. ● Each Operating Business operates through a leased premises. There may be an adverse impact on the business and profitability if the Group is unable to renegotiate acceptable leases for its premises or locate suitable premises at appropriate rentals if it wishes to expand its business. ● Kelly Partners is a professional services business and as such its success is highly dependent on delivering a quality service to its clients and maintaining client satisfaction and loyalty. Any diminution in client satisfaction and loyalty may have an adverse impact on the financial performance of the Group. Management and integration of acquired businesses A material acquisition may pose potential management and integration risk if it involves a significant expansion of the Group’s current management responsibilities and its financial, operating and risk reporting and functions. An inability to implement this oversight and reporting may cause a delay in receiving reporting, or non-identification of issues or areas which require oversight, and may result in errors or deficiencies in the Group’s management of the acquisition and its business as a whole. This may result in misreporting of Kelly Partners’ financial results or delayed identification of issues, which may have a material impact on Kelly Partners’ earnings or financial position. The integration of acquisitions may be difficult and will involve managing significant risks, including: ● the potential disruption to the ongoing operations of individual businesses; ● a potential strain on financial and managerial controls and reporting systems and procedures; ● greater than anticipated costs and expenses related to any restructuring; ● the realisation of lower than anticipated cost synergies; ● loss of key clients; and ● potential unknown liabilities associated with the acquisitions. All past and future acquisitions will also be exposed to the above risks. Compliance risk The industry in which the Group operates is subject to extensive legislative and regulatory requirements and to supervision by state and federal regulatory bodies. The cost of compliance continues to increase due to increased compliance requirements. If the Group does not comply with the relevant legislative and regulatory requirements, there is a risk of investigation, remediation and enforcement action by regulatory bodies including penalties such as fines, the obligation to pay compensation or the cancellation or suspension of licences or other approvals issued to the Group under which its business is conducted. Finance risks Future financing via debt or equity may be required by the Group to support proposed development plans. There can be no assurance that such funding will be available on satisfactory terms or at all. Inability to obtain funding could adversely affect the Group.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 7 Litigation risk In August 2025, the Group received an application from a former employee who resigned on in June 2023 seeking damages for historical employment related disputes. Other than the above, the Group is not currently involved in any material contractual disputes or litigation, arbitration or government prosecution matters. There is a risk that the Group may in the future have disputes with its clients (including payment disputes) and this may have an adverse impact on the Group’s growth prospects, operating results and financial performance. Data breach, misuse and breach of privacy Through the ordinary course of business, the Group collects a wide range of confidential information. Cyber-attacks may compromise or breach the technology platform used by the Group to protect confidential information. There is a risk that the measures taken by the Group may not be sufficient to detect or prevent unauthorised access to, or disclosure of, such confidential information. Any data security breaches or the Group’s failure to protect confidential information could result in the loss of information integrity, or breaches of the Group’s obligations under applicable laws (e.g. privacy law) or customer agreements, each of which may materially and adversely impact the Group’s financial performance and reputation. Techniques used to gain unauthorised access to private networks are constantly evolving and the Group may be unable to anticipate or prevent unauthorised access to data pertaining to its customers, which could include personally identifiable information. The Group’s services are vulnerable to computer viruses, phishing attacks or other attacks and similar disruptions from unauthorized use of its systems, any of which could lead to system interruptions, delays or shutdowns, causing loss of critical data or the unauthorised access to personally identifiable information. If an actual or perceived breach of security occurs in the Group’s systems, it may face civil liability and public perception of its security measures could be diminished, either of which would negatively affect the Group’s ability to attract or maintain customers. The Group also would be required to expend significant resources to mitigate any such breach of security and to address related matters. Intellectual property The Group's intellectual property is a key asset of the business of Kelly Partners. The Group's intellectual property rights may be infringed, or the Group may infringe the intellectual property rights of other entities, resulting in damage to the Kelly Partners brand and reputation, loss of competitive advantage and significant costs in pursuing or defending legal and commercial action. Economic, environmental and social sustainability risks The operations of the Group are not subject to any particular or significant Commonwealth, State or Territory environmental regulations. Accounting services, which require associated expert advice typically provided by accountants, are important particularly in the case of small and medium enterprises where the complexity of taxation and other compliance requirements are increasing, and therefore it is unlikely that there would be a material risk in relation to economic sustainability. Risks that may arise include rapidity in changes in technology and simplification of tax legislation. The risks in relation to economic sustainability are considered as part of determining strategy and management regularly monitors market developments. Part of the Group’s commitment to managing these risks is ensuring that it has governance systems, structures, values, principles, frameworks and policies to define its decision making context for managing its business sustainably.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 8 Information on directors Name: Brett Kelly (appointed on 16 April 2017) Title: Executive Chairman and Chief Executive Officer Qualifications: BBus, CA, MTax, DipFS, RTA, JP Experience and expertise: Brett is the Founder and CEO of Kelly Partners. He has more than 20 years of commercial and professional accountancy experience, specialising in assisting private clients, private business owners and families. He commenced his career as a Chartered Accountant with 5 years at PwC Australia, and then worked at 3 mid-sized accounting firms. In 2006, Brett founded Kelly Partners with accounting businesses in North Sydney and the Central Coast, before building out the network to 30+ businesses over 30+ locations to date. Brett is also the best-selling author of four books on life, business and wisdom. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of the Nomination and Remuneration Committee Interests in shares: 16,836,118 ordinary shares (37.19%) Interests in options: None Contractual rights to shares: None Name: Stephen Rouvray (appointed on 2 May 2017) Title: Deputy Chairman and Non-Executive Independent Director Qualifications: BEc, CA Experience and expertise: Stephen has over 50 years’ experience in financial services across many senior leadership roles. He was Chief Financial Officer, Company Secretary and Manager of Investor Relations for AUB Group (formerly Austbrokers) from 2005 until 2015. Prior to this, he was General Manager for ING Australia Holdings from 2002 to 2005 having joined ING’s predecessor company, Mercantile Mutual, in 1985. Over this 20 year period, Stephen held the position of Company Secretary which included its subsidiary companies operating in the life & general insurance, investment management, funds management and banking sectors. At the start of his career, he worked in the accountancy profession from 1971 to 1984. Since retiring as CFO, Stephen continues to represent AUB Group as a director on the board of two of its associates. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Chairman of the Nomination and Remuneration Committee Chairman of the Audit and Risk Committee Interests in shares: 150,000 ordinary shares (0.3%) Interests in options: None Contractual rights to shares: None Name: Ryan Macnamee (appointed on 2 May 2017) Title: Non-Executive Independent Director Qualifications: BCom, GACID Experience and expertise: Ryan is an experienced business technology executive with over 25 years of IT management and cyber security experience. He is currently on the board of Thinkproject Australia & New Zealand, and previously held board positions at the Open Data Institute and Advanced Navigation. Ryan has served in numerous senior IT management roles, including Group Chief Information Officer (CIO) and Group Chief Information Security Officer (CISO), Ryan has also held various senior IT positions at financial, insurance, construction, and retail operations globally. Ryan is co-founder of ECPPro, a Microsoft Azure cloud focused solution provider helping large corporations and MSP (Managed Service Providers) to manage complex cloud environments. Other current directorships: Thinkproject Former directorships (last 3 years): Advanced Navigation Special responsibilities: Member of the Nomination and Remuneration Committee Member of the Audit and Risk Committee Interests in shares: 100,046 ordinary shares (0.22%) Interests in options: None Contractual rights to shares: None
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 9 Name: Paul Kuchta (appointed on 2 May 2017) Title: Executive Director Qualifications: BBus, CA, FTIA, DipFP, RTA, JP Experience and expertise: Paul is a Chartered Accountant with over 20 years' accounting experience specialising in the provision of compliance, tax and advisory services to private SME’s and their owners. He commenced his career with Farrar & Company Chartered Accountants in 1998, where he worked for 10 years. Paul then joined Crowe Horwath in 2008 for a further 4 years. He was a founding partner of Kelly Partners Norwest when the practice was launched in 2012. Paul is the managing director of Kelly Partners Sydney. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of the Audit and Risk Committee Interests in shares: 181,327 ordinary shares (0.4%) Interests in options: None Contractual rights to shares: None Name: Ada Poon (appointed on 6 September 2019) Title: Executive Director Qualifications: BCom, MCom, JP, Registered Tax Agent, SMSF Specialist Advisor Experience and expertise: Ada has more than 20 years' professional accountancy experience and has specialised in accounting and taxation services to Private Business Owners based in Sydney, business and personal taxation compliance self-managed super funds and outsourced finance department services. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 409,137 ordinary shares (0.9%) Interests in options: None Contractual rights to shares: None Company secretary Joyce Au - BCom, MCom, MTax, MA(Law), MAppFin. CA (resigned on 18 September 2024, re-appointed on 29 August 2025) Joyce is a solicitor admitted to the Supreme Court of NSW and a Chartered Accountant. Joyce has 15 years' experience across accounting, tax, finance, commercial law, corporate transactions and business operations. Joyce has worked with Kelly Partners for over 10 years since its inception in 2006 across a number of roles including accounting, audit, finance and operations. Most recently she worked as the Corporate Advisor and Investment Analyst in Kelly Partners Corporate Advisory and Kelly Partners Investment Office businesses, covering due diligence, transactions management, financial analysis and fund administration. Prior to that, Joyce practised commercial law for several years advising on corporate structures & transactions, taxation and Corporations Act matters. Joyce is an alumni of the University of Cambridge and has graduated with a first class honours in law. She also holds Masters degrees in Accounting, Tax and Applied Finance. David Franks - BEc, CA, F Fin, FGIA JP (resigned on 29 August 2025) David Franks is a former principal of Franks & Associates Pty Ltd, which merged with the Automic Group in 2018. David is a Director and Principal of the Automic Group. David is a Chartered Accountant, Fellow of the Financial Services Institute of Australia, Fellow of the Governance Institute of Australia, Justice of the Peace, Registered Tax Agent and holds a Bachelor of Economics (Finance and Accounting) from Macquarie University. With over 20 years in finance and accounting, initially qualifying with Price Waterhouse in their Business Services and Corporate Finance Divisions, David has been CFO, Company Secretary and/or Director for numerous ASX listed and unlisted public and private companies, in a range of industries covering energy retailing, transport, financial services, mineral exploration, technology, automotive, software development and healthcare. David is also currently the Company Secretary for the following public entities: AUB Group Limited, Adcorp Australia Limited, Elk Petroleum Limited, JCurve Solutions Limited, Noxopharm Limited, Nyrada Inc, Tomorrow Entertainment Limited, White Energy Company Limited, White Energy Technology Limited and ZIP Co Limited. David is also a Non-Executive Director of JCurve Solutions Limited.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 10 Meetings of directors The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2026, and the number of meetings attended by each director were: Full Board Nomination and Remuneration Committee Audit and Risk Committee Attended Held Attended Held Attended Held Brett Kelly 6 6 1 1 - - Stephen Rouvray 6 6 1 1 2 2 Ryan Macnamee 6 6 1 1 2 2 Paul Kuchta 6 6 - - 2 2 Ada Poon 5 6 - - - - Committee membership As at the date of this report, the Company had an Audit and Risk Committee and a Nomination and Remuneration Committee. Members acting on the Committees of the Board during the year were: Audit and Risk Committee Nomination and Remuneration Committee Stephen Rouvray (Chairman) Stephen Rouvray (Chairman) Ryan Macnamee Ryan Macnamee Paul Kuchta Brett Kelly Remuneration report (audited) The remuneration report details the key management personnel ('KMP') remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: ● Principles used to determine the nature and amount of remuneration ● Details of remuneration ● Remuneration and other terms of employment ● Share-based compensation ● Additional information ● Additional disclosures relating to KMP Principles used to determine the nature and amount of remuneration The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices: ● competitiveness and reasonableness; ● acceptability to shareholders; ● performance linkage / alignment of executive compensation; and ● transparency. The Nomination and Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel. The reward framework is designed to align executive reward to shareholders' interests. The Board has considered that it should seek to enhance shareholders' interests by: ● having economic profit as a core component of plan design; ● focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and ● attracting and retaining high calibre executives.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 11 Additionally, the reward framework should seek to enhance executives' interests by: ● rewarding capability and experience; ● reflecting competitive reward for contribution to growth in shareholder wealth; and ● providing a clear structure for earning rewards. In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate. Non-executive directors' remuneration Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure non- executive directors' fees and payments are appropriate and in line with the market. ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. A maximum annual aggregate remuneration of $160,000 is currently in place. Executive remuneration The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components. The executive remuneration and reward framework has three components: ● base pay and non-monetary benefits; and ● other remuneration such as superannuation and long service leave. The combination of these comprises the executive's total remuneration. Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Nomination and Remuneration Committee based on individual and business unit performance, the overall performance of the Group and comparable market remunerations. Executives may receive their fixed remuneration in the form of cash or other benefits (for example motor vehicle benefits) where it does not create any additional costs to the Group and provides additional value to the executive. Group performance and link to remuneration For the year ended 30 June 2026 there was no link between Group performance and KMP remuneration other than for the Chairman and CEO, whose remuneration is based on a percentage of total revenue. Use of remuneration consultants During the financial year ended 30 June 2026, the Group did not engage remuneration consultants to provide remuneration recommendations. Voting and comments made at the Company's 2025 Annual General Meeting ('AGM') The motion was put to a poll at the AGM and was carried.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 12 Details of remuneration Amounts of remuneration Details of the remuneration of KMP of the Group are set out in this section. The KMP of the Group consisted of the following directors of Kelly Partners Group Holdings Limited: ● Brett Kelly - Chairman, Chief Executive Officer, Executive Director ● Stephen Rouvray - Deputy Chairman, Non-Executive Independent Director ● Ryan Macnamee - Non-Executive Independent Director ● Lawrence Cunningham, Non-Executive Independent Director (resigned on 31 March 2025) ● Paul Kuchta - Executive Director ● Ada Poon - Executive Director Short-term benefits Post employ- ment benefits Leave Share- based payments Cash salary and fees Cash bonus Non- monetary* Super- annuation Annual /long service Equity- settled Total 2026 $ $ $ $ $ $ $ Non-Executive Directors: Stephen Rouvray 44,643 - - 5,357 - - 50,000 Ryan Macnamee 35,714 - - 4,286 - - 40,000 Executive Directors: Brett Kelly 1,564,204 - 91,605 27,500 (465,285) - 1,218,024 Paul Kuchta 10,714 - - 1,286 - - 12,000 Ada Poon 10,714 - - 1,286 - - 12,000 1,665,989 - 91,605 39,715 (465,285) - 1,332,024 Short-term benefits Post employ- ment benefits Leave Share- based payments Cash salary and fees Cash bonus Non- monetary* Super- annuation Annual /long service Equity- settled Total 2025 $ $ $ $ $ $ $ Non-Executive Directors: Stephen Rouvray 44,843 - - 5,157 - - 50,000 Ryan Macnamee 35,874 - - 4,126 - - 40,000 Lawrence Cunningham** 45,000 - - - - - 45,000 Executive Directors: Brett Kelly 1,328,028 - 96,515 18,042 125,978 - 1,568,563 Paul Kuchta 10,762 - - 1,238 - - 12,000 Ada Poon 10,762 - - 1,238 - - 12,000 1,475,269 - 96,515 29,801 125,978 - 1,727,563 * Includes the cost of medical insurances provided to Brett for his relocation to the United States. ** Lawrence resigned as a Non-executive Director on 31 March 2025. The amount set out in the table represents his renumeration until the end of his tenure.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 13 The fixed and the variable at risk proportions of remuneration are as follows: Fixed remuneration At risk - STI At risk - LTI Name 2026 2025 2026 2025 2026 2025 Non-Executive Directors: Stephen Rouvray 100% 100% - - - - Ryan Macnamee 100% 100% - - - - Lawrence Cunningham - 100% - - - - Executive Directors: Brett Kelly 100% 100% - - - - Paul Kuchta 100% 100% - - - - Ada Poon 100% 100% - - - - Remuneration and other terms of employment Remuneration and other terms of employment for KMP are formalised in agreements. Details of these agreements are as follows: Name: Brett Kelly Title: Chairman, Chief Executive Officer, Executive Director Agreement commenced: 6 December 2021 Term of agreement: No fixed period Details: Total Fixed Annual Remuneration to be based upon 1% of the actual audited revenues of the Kelly Partners Group. Terms include a 12 month termination notice by either party and non-solicitation clause. Name: Stephen Rouvray Title: Deputy Chairman, Non-Executive Independent Director Agreement commenced: 2 May 2017 Term of agreement: No fixed period Details: Director fees of $50,000 inclusive of superannuation, to be reviewed annually by the Nomination and Remuneration Committee. Name: Ryan Macnamee Title: Non-Executive Independent Director Agreement commenced: 2 May 2017 Term of agreement: No fixed period Details: Director fees of $40,000 inclusive of superannuation, to be reviewed annually by the Nomination and Remuneration Committee. Name: Paul Kuchta Title: Executive Director Agreement commenced: 2 May 2017 Term of agreement: No fixed period Details: Director fees of $12,000 inclusive of superannuation, to be reviewed annually by the Nomination and Remuneration Committee. Paul Kuchta is an Operating Business Owner in Kelly Partners East Sydney Partnership, Kelly Partners (Sydney) Pty Ltd, Kelly Partners Norwest Partnership and KDA Partnership, and receives a distributions from the Operating Businesses in accordance with the terms of the respective shareholders and partnership agreements as a Partner and Owner of those businesses.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 14 Name: Ada Poon Title: Executive Director Agreement commenced: 6 September 2019 Term of agreement: No fixed period Details: Director fees of $12,000 inclusive of superannuation, to be reviewed annually by the Nomination and Remuneration Committee. Ada Poon is an Operating Business Owner in Kelly Partners North Sydney Partnership and receives a base distribution plus a distribution of profits from that Operating Business in accordance with the terms of the Partnership Agreement. Share-based compensation Issue of shares There were no shares issued to directors and other KMP as part of compensation during the year ended 30 June 2026. Options There were no options over ordinary shares issued to directors and other KMP as part of compensation that were outstanding as at 30 June 2026. Additional information The earnings of the Group for the five years to 30 June 2026 are summarised below: 2026 2025 2024 2023 2022 $'000 $'000 $'000 $'000 $'000 Revenue and other income 161,151 136,183 109,183 86,611 67,436 EBITDA 44,568 39,264 33,505 25,530 24,790 Profit after income tax 17,628 16,436 13,541 10,899 13,329 The factors that are considered to affect total shareholders return ('TSR') are summarised below: 2026 2025 2024 2023 2022 Share price at financial year end ($) 3.79 10.77 8.25 4.72 3.88 Basic earnings per share (cents per share) 7.80 7.60 7.37 8.62 12.36 Diluted earnings per share (cents per share) 7.80 7.60 7.37 8.62 12.36 Additional disclosures relating to KMP Shareholding The number of shares in the Company held during the financial year by each director and other members of KMP of the Group, including their personally related parties, is set out below: Balance at Balance at the start of Additions/ the end of the year (reduction) Other the year Ordinary shares Brett Kelly 21,086,704 (4,250,586) - 16,836,118 Stephen Rouvray 150,000 - - 150,000 Ryan Macnamee 100,046 - - 100,046 Paul Kuchta 181,327 - - 181,327 Ada Poon 409,137 - - 409,137 21,927,214 (4,250,586) - 17,676,628
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 15 Loans to/(from) KMP and their related parties Key management personnel 2026 $ Loans to directors: Balance at the beginning of the year 4,210,753 - loans advanced 5,303,180 - interest on loans 675,015 - repayment of loans advanced (3,621,661) - exchange differences (177,544) Balance at the end of the year 6,389,743 On 30 October 2022, the Board of Directors approved a loan facility to Brett Kelly. The facility is secured and personally guaranteed by Brett Kelly with interest charged at commercial rates. Kelly Partners (Canberra) Property Trust 2026 $ Loans from related party: Balance at the beginning of the year (1,175,000) - interest on loan (135,125) - payment 135,125 Balance at the end of the year (1,175,000) Kelly Partners (Investment Office) Pty Ltd is the investment manager of Kelly Partners Investment Office Special Opportunities Fund #2. Kelly Partners (Canberra) Property Trust is a wholly owned subsidiary of Kelly Partners Group Holdings Limited. On 20 December 2021, the Kelly Partners Investment Office Special Opportunities Fund #2 advanced a short term loan facility of $2.2 million to Kelly Partners (Canberra) Property Trust, to assist with the purchase of Unit 141, 39 Eastlake Parade, Kingston ACT ('the Canberra Property'). The facility is secured by a mortgage over the Canberra Property and is guaranteed by Kelly Partners Group Holdings Limited. On 11 January 2023, $1.0 million of the loan was refinanced with a commercial bank. Interest is charged at commercial rates and the term of the related party loan was extended to 31 December 2026. Employee Share Trust In December 2019, the Board approved the establishment of the Employee Incentive Plans ('EIP'). The EIP is designed to assist in the attraction, motivation, retention and reward of employees by allowing them to participate in the overall success and growth of the Group. The EIP is also designed to align the interests of employees with the interests of shareholders by providing an opportunity for the participants to receive an equity interest in the Company. All rewards are discretionary in nature. In FY 2026 the EIP Trust purchased 82,534 shares on market for a total of $492,618 with an average share price of $5.9687. As at 30 June 2026, total shares of 515,682 continue to be held in trust, of which 451,002 shares have been granted to employees and are unvested. During the year, 65,669 of shares vested. The KMP of the Company was not part of the EIP. In FY2026, a number of operating businesses paid amounts to an Employee Share Trust as part of the Employee Share Scheme (‘ESS’). The monies received by the Employee Share Trust were used to acquire the shares of Kelly Partners Group Holdings Limited (KPG.ASX).
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 16 2026 $ Loans to Employee Share Trust: Balance at the beginning of the year 3,134,253 - loans advanced 460,291 - interest on loan 279,752 - payment (226,102) Balance at the end of the year 3,648,194 Direct interest in subsidiaries The following related parties hold a direct interest in the respective subsidiary of the Group: 2026 2025 Related party Subsidiary Interest held Interest held Paul Kuchta Kelly Partners East Sydney Partnership 10.20% 10.20% Paul Kuchta Kelly Partners (Sydney) Pty Ltd 3.20% 3.50% Paul Kuchta Kelly Partners Norwest Partnership 24.98% 24.98% Paul Kuchta KDA Partnership 12.73% - Ada Poon Kelly Partners North Sydney Partnership 8.50% 8.50% This concludes the remuneration report, which has been audited.
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Kelly Partners Group Holdings Limited and its subsidiaries Directors' report 30 June 2026 17 Shares under option There were no unissued ordinary shares of Kelly Partners Group Holdings Limited under option outstanding at the date of this report. Shares issued on the exercise of options There were no ordinary shares of Kelly Partners Group Holdings Limited issued on the exercise of options during the year ended 30 June 2026 and up to the date of this report. Indemnity and insurance of officers The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Indemnity and insurance of auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. Non-audit services Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 29 to the financial statements. The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in note 29 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons: ● all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and ● none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision- making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. Rounding of amounts The Company is of a kind referred to in Corporations Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Officers of the Company who are former partners of BDO Audit Pty Ltd There are no officers of the Company who are former partners of BDO Audit Pty Ltd. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.
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Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au Parkline Place Level 25, 252 Pitt Street Sydney NSW 2000 Australia DECLARATION OF INDEPENDENCE BY JESHAN VELUPILLAI TO THE DIRECTORS OF KELLY PARTNERS GROUP HOLDINGS LIMITED As lead auditor of Kelly Partners Group Holdings Limited for the year ended 30 June 2026, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Kelly Partners Group Holdings Limited and the entities it controlled during the period. Jeshan Velupillai Director BDO Audit Pty Ltd Sydney 12 August 2026 BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of B DO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member fi rms. Liability limited by a scheme approved under Professional Standards Legislation. 1 9
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Kelly Partners Group Holdings Limited and its subsidiaries Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2026 Consolidated Note 2026 2025 $'000 $'000 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 20 Revenue Professional services revenue 5 159,170 134,607 Other income 6 1,981 1,576 Total revenue and other income 161,151 136,183 Expenses Employment and related expenses 7 (81,465) (66,031) Occupancy costs (2,840) (1,695) Other expenses (29,125) (26,479) Business acquisition and restructuring costs (1,969) (2,714) Depreciation and amortisation expense 7 (16,809) (14,473) Finance costs 7 (8,977) (7,012) Total expenses (141,185) (118,404) Profit before income tax expense 19,966 17,779 Income tax expense 8 (2,338) (1,343) Profit after income tax expense for the year 17,628 16,436 Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translation (2,848) (588) Other comprehensive income for the year, net of tax (2,848) (588) Total comprehensive income for the year 14,780 15,848 Profit for the year is attributable to: Non-controlling interests 14,095 13,023 Owners of Kelly Partners Group Holdings Limited 3,533 3,413 17,628 16,436 Total comprehensive income for the year is attributable to: Non-controlling interests 13,040 12,691 Owners of Kelly Partners Group Holdings Limited 1,740 3,157 14,780 15,848 Cents Cents Basic earnings per share 9 7.80 7.60 Diluted earnings per share 9 7.80 7.60
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Kelly Partners Group Holdings Limited and its subsidiaries Consolidated statement of financial position As at 30 June 2026 Consolidated Note 2026 2025 $'000 $'000 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 21 Assets Current assets Cash and cash equivalents 10 3,939 6,867 Trade and other receivables 11 20,194 19,003 Accrued income 9,146 8,062 Other financial assets 12 3,987 3,851 Other assets 17 1,912 1,930 39,178 39,713 Non-current assets classified as held for sale 13 2,083 - Total current assets 41,261 39,713 Non-current assets Other financial assets 12 18,944 16,640 Property, plant and equipment 14 13,704 13,023 Right-of-use assets 15 31,923 26,939 Intangible assets 16 122,837 101,845 Other assets 17 1,248 797 Total non-current assets 188,656 159,244 Total assets 229,917 198,957 Liabilities Current liabilities Trade and other payables 18 10,600 8,818 Contract liabilities 5,578 5,147 Borrowings 19 36,884 22,130 Lease liabilities 20 4,475 3,912 Current tax liabilities 8 3,945 2,187 Provisions 21 5,981 5,124 Contingent consideration 22 2,426 3,739 Other financial liabilities 23 1,913 2,674 Total current liabilities 71,802 53,731 Non-current liabilities Borrowings 19 37,796 43,176 Lease liabilities 20 32,932 28,017 Deferred tax liabilities 8 1,676 1,636 Provisions 21 746 696 Contingent consideration 22 8,855 3,252 Other financial liabilities 23 3,429 1,973 Total non-current liabilities 85,434 78,750 Total liabilities 157,236 132,481 Net assets 72,681 66,476
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Kelly Partners Group Holdings Limited and its subsidiaries Consolidated statement of financial position As at 30 June 2026 Consolidated Note 2026 2025 $'000 $'000 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 22 Equity Issued capital 24 16,830 16,851 Reserve 25 (2,093) (300) Retained profits 15,495 11,873 Equity attributable to the owners of Kelly Partners Group Holdings Limited 30,232 28,424 Non-controlling interests 42,449 38,052 Total equity 72,681 66,476
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Kelly Partners Group Holdings Limited and its subsidiaries Consolidated statement of changes in equity For the year ended 30 June 2026 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 23 Issued Retained Non- controlling capital Reserve profits interests Total equity Consolidated $'000 $'000 $'000 $'000 $'000 Balance at 1 July 2024 13,470 (44) 9,213 29,713 52,352 Profit after income tax expense for the year - - 3,413 13,023 16,436 Other comprehensive income for the year, net of tax - (256) - (332) (588) Total comprehensive income for the year - (256) 3,413 12,691 15,848 Transactions with owners in their capacity as owners: Issue of shares net of transaction costs (note 24) 4,162 - - - 4,162 Share buy-back (note 24) (781) - - - (781) Equity attributable to acquisitions - - - 13,861 13,861 Contribution from non-controlling interests - - - 854 854 Purchase/sale of equity interest in subsidiary - - (753) - (753) Distributions to non-controlling interests - - - (19,067) (19,067) Balance at 30 June 2025 16,851 (300) 11,873 38,052 66,476 Issued Retained Non- controlling capital Reserve profits interests Total equity Consolidated $'000 $'000 $'000 $'000 $'000 Balance at 1 July 2025 16,851 (300) 11,873 38,052 66,476 Profit after income tax expense for the year - - 3,533 14,095 17,628 Other comprehensive income for the year, net of tax - (1,793) - (1,055) (2,848) Total comprehensive income for the year - (1,793) 3,533 13,040 14,780 Transactions with owners in their capacity as owners: Equity attributable to acquisitions - - - 6,938 6,938 Contribution from non-controlling interests - - - 61 61 Purchase/sale of equity interest in subsidiary - - 89 - 89 Distributions to non-controlling interests - - - (15,642) (15,642) Cost of raising equity (note 24)* (21) - - - (21) Balance at 30 June 2026 16,830 (2,093) 15,495 42,449 72,681 * Cost of raising equity relates to June 2025 internal capital raising from partners.
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Kelly Partners Group Holdings Limited and its subsidiaries Consolidated statement of cash flows For the year ended 30 June 2026 Consolidated Note 2026 2025 $'000 $'000 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 24 Cash flows from operating activities Receipts from customers 171,656 146,512 Payments to suppliers and employees (125,196) (107,849) Other income 1,459 513 Finance costs paid (5,714) (4,453) Income taxes paid (3,316) (3,456) Net cash from operating activities 36 38,889 31,267 Cash flows from investing activities Payment for purchase of businesses 34 (16,806) (10,563) Payment for contingent consideration 22 (3,650) (1,832) Proceeds/(payments) of sale or purchase of equity interest in subsidiary 89 (617) Payments for property, plant and equipment (4,233) (2,430) Payments for intangibles (88) (100) Proceeds from disposal of intangibles - 76 Payments to employee share scheme trust 32 (460) (1,101) Loans advanced to partners (3,047) (7,323) Proceeds from repayments of loans 2,020 4,383 Payments in respect of deposits (516) (269) Net cash used in investing activities (26,691) (19,776) Cash flows from financing activities Proceeds from issue of shares, net of transaction costs 24 - 3,777 Payments for share buy-back 24 - (781) Payment for cost of raising equity 24 (21) - Proceeds from borrowings 36 23,055 33,147 Repayment of borrowings 36 (13,465) (19,775) Loans advanced to related parties (2,357) (3,164) Proceeds from equity contribution, non-controlling interests 61 854 Distributions paid to non-controlling interests (15,642) (19,067) Repayment of lease liabilities 36 (6,517) (6,412) Proceeds from sub-lease - 26 Net cash used in financing activities (14,886) (11,395) Net (decrease)/increase in cash and cash equivalents (2,688) 96 Cash and cash equivalents at the beginning of the financial year (847) (943) Cash and cash equivalents at the end of the financial year 10 (3,535) (847)
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 25 Note 1. General information The consolidated financial statements cover Kelly Partners Group Holdings Limited (the Company' or 'parent entity') and it controlled entities as a consolidated entity consisting of Kelly Partners Group Holdings Limited and the entities (the Group') controlled at the end of, or during, the year. The consolidated financial statements are presented in Australian dollars which is Kelly Partners Group Holdings Limited's functional and presentation currency. Kelly Partners Group Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Level 8, 32 Walker Street, North Sydney, NSW 2060 The principal continuing activities of the Group were the provision of chartered accounting and other professional services, predominantly to private businesses and high net worth individuals. The financial statements were authorised for issue, in accordance with a resolution of directors, on 12 August 2026 . Note 2. Material accounting policy information Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards ('IFRS') Accounting Standards as issued by the International Accounting Standards Board ('IASB'). Historical cost convention The consolidated financial statements have been prepared under the historical cost convention except for certain financial assets and financial liabilities at fair value. Critical accounting estimates The preparation of consolidated financial statements in compliance with adopted AASB Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 3. New or amended Accounting Standards and Interpretations adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group during the financial year ended 30 June 2026. New Accounting Standards and Interpretations not yet mandatory or early adopted Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2026. The Group is assessing the impact of AASB 18 Presentation and Disclosure in Financial Statements, which becomes effective for annual reporting periods commencing on or after 1 January 2027. The standard introduces new presentation and disclosure requirements, including requirements relating to management performance measures. The Group currently reports non-IFRS financial measures including Underlying EBITDA, Underlying NPATA and Owners' Earnings and is assessing the impact of the new requirements on future disclosures. Net deficiency in working capital As at 30 June 2026, the consolidated statement of financial position reflected an excess of current liabilities over current assets of $30,541,000 (30 June 2025: $14,018,000). The working capital deficit was caused by current lease liabilities and current bank loan balances relating to acquisitions. both of which are repaid from earnings rather than from working capital. The business manages its working capital effectively, which includes regular profit distributions to the parent entity and non- controlling interests (NCI). These distributions are discretionary and could be ceased, which would increase working capital.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 26 The Group's current borrowings total $36,884,000 (30 June 2025: $22,130,000), of which $7,474,000 is working capital debt and $18,162,000 of term debt for which the term debt is currently being refinanced with the financier. The refinancing had not been finalised at the date of this report. The Directors have prepared a cashflow forecast covering a period in excess of 12 months from the date of signing this financial report, comprising a range of scenarios each of which demonstrates that the Group is able to meet its liabilities as and when they fall due. All scenarios show ample headroom in the Group’s cashflow and facilities to satisfy any bank debts due. The Group was in compliance with its banking covenants at 30 June 2026 and is forecast to remain in compliance throughout the forecast period. On this basis, the Directors are satisfied that the Group is able to meet its working capital liabilities through the normal cyclical nature of receipts and payments and the financing arrangements described above, and the financial statements have been prepared on a going concern basis. The Directors have concluded that no material uncertainty exists in relation to the Group’s ability to continue as a going concern. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 33. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Kelly Partners Group Holdings Limited as at 30 June 2026 and the results of all subsidiaries for the year then ended. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interests acquired is recognised directly in equity attributable to the parent. Non-controlling interests (‘NCI’) are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. NCI in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the Group. Losses incurred by the Group are attributed to the non-controlling interests in full, even if that results in a deficit balance. Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interests in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Operating segments Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 27 Foreign currency translation Foreign currency transactions Foreign currency transactions are translated into the entity's functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign operations The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity. The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of. Revenue recognition The Group recognises revenue as follows: Revenue from contracts with customers Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability. Professional services revenue Each contract with a customer details the transaction price, which is either based on a variable pricing method based on hours worked or a fixed price. The transaction price allocated to the performance obligation is determined at the amount that reflects the consideration to which the Group expects to be entitled in exchange for those services. The contract terms enforces payments from customers as the performance obligation is being undertaken, therefore revenue is recognised over time. Commissions and other income Commissions and other income is recognised when it is received or when the right to receive the payment is established. Government grants Grants from the government are recognised at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate. Income tax The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. An income tax benefit will arise for the financial year where an income tax loss is incurred and, where permitted to do so, is carried-back against a qualifying prior period's tax payable to generate a refundable tax offset.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 28 Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: ● when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or ● when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Kelly Partners Group Holdings Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. 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 tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no right at the end of the reporting period to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. 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. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts (as they are repayable on demand and form an integral part of the Group's cash management system), which are shown within borrowings in current liabilities on the statement of financial position.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 29 Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement immediately. The Group has applied the simplified approach under AASB 9 Financial Instruments in measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Accrued income and contract liabilities An accrued income asset arises where the Group has performed by transferring goods or services to a customer prior to the receipt of consideration from the customer or prior to payment becoming due and represents the Group's right to consideration for the transferred good or service. Accrued income assets are accounted for as contract assets under AASB 15 Revenue from Contracts with Customers. Upon completion of the performance obligations, the amount recognised is reclassified to trade receivables. Contract assets are required to be assessed for impairment under AASB 9 using the same approach described above for trade receivables. Contract liabilities represent the Group's obligation to transfer services to a customer and are recognised when a customer pays consideration, or when the Group recognises a receivable to reflect its right to consideration (whichever is earlier) before the Group has transferred the services to the customer. When a customer pays in advance, the amount received by the Group is recognised as a contract liability until the service has been provided to the customer. Considering the nature of the Group's engagements the accrued income and contract liabilities are presented as current. Other financial assets Other financial assets predominately relates to loans to partners. These are classified as amortised cost as both of the following criteria are met: ● the asset is held within a business model whose objective is to collect the contractual cash flows; and ● the contractual terms represent cash flows that are solely payments of principal and interest. Non-current assets or disposal groups classified as held for sale Non-current assets and assets of disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continued use. They are measured at the lower of their carrying amount and fair value less costs of disposal. For non-current assets or assets of disposal groups to be classified as held for sale, they must be available for immediate sale in their present condition and their sale must be highly probable. An impairment loss is recognised for any initial or subsequent write down of the non-current assets and assets of disposal groups to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of disposal of non-current assets and assets of disposal groups, but not in excess of any cumulative impairment loss previously recognised. Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of assets held for sale continue to be recognised. Non-current assets classified as held for sale and the assets of disposal groups classified as held for sale are presented separately on the face of the statement of financial position, in current assets. The liabilities of disposal groups classified as held for sale are presented separately on the face of the statement of financial position, in current liabilities. Property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 30 Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows: Buildings 40 years Leasehold improvements 3-10 years Plant and equipment 3-7 years Motor vehicles 8 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Right-of-use assets A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred. Intangible assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Goodwill Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. Brand names and intellectual property Brand names and intellectual property have indefinite useful lives and are not amortised. Management considers that the useful lives of brands names and intellectual property are indefinite because there is no foreseeable limit to the cash flows these assets can generate. This is reassessed every year. Instead, they are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired, and are carried at cost less accumulated impairment losses. Customer relationships Customer contracts acquired in a business combination are amortised on a straight-line basis over the period of their expected benefit, being their finite life of 3 to 7 years.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 31 Software - computer software Significant costs associated with computer software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 3 years. Other intangible assets Significant costs associated with other intangible assets are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 10 years. Impairment of non-financial assets Goodwill and other 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 non- financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Trade and other payables Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans and borrowings are classified as non-current. Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs. Lease liabilities A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down. Group as a lessor When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease. Leases in which the Group transfers substantially all the risks and rewards incidental to the ownership of an asset are classified as a finance lease, where the asset is recognised on the statement of financial position and presented as a lease receivable at an amount equal to the net investment in the lease. The interest rate implicit in the lease is used to measure the net investment in the lease. Initial direct costs are included in the initial measurement of the net investment in the lease.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 32 Finance costs All finance costs are expensed in the period in which they are incurred. Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques used to measure fair value are those that are appropriate in the circumstances and which maximise the use of relevant observable inputs and minimise the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Share buy-back Where any group company purchases the Company’s equity instruments, for example as the result of a share buy-back or a share-based payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the owners of Kelly Partners Group Holdings Limited as treasury shares until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of Kelly Partners Group Holdings Limited. Business combinations The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 33 The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interests in the acquiree. For each business combination, the non-controlling interests in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date. Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss. Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interests in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interests in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer. Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Kelly Partners Group Holdings Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 34 Rounding of amounts The Company is of a kind referred to in Corporations Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Note 3. Critical accounting judgements, estimates and assumptions The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Allowance for expected credit losses The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on shared credit risk characteristics and on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include past default experience of the debtor profile and an assessment of the historical loss rates. Accrued income An accrued income asset arises where the Group has performed by transferring services to a customer prior to the receipt of consideration from the customer and represents the Group’s right to consideration for the transferred services. While assessing the accrued income balance, a degree of estimation needs to be applied on its recoverability and the assessment is primarily based on the Operating Business Owner’s professional judgement on the proportionate completion of the performance obligations in comparison to the transaction price stated in the contract. The Group uses the input method in measuring services performed because there is a direct relationship between the Group’s performance (based on actual labour hours) and the service transferred to the customer. Determination of variable consideration Judgement is exercised in estimating variable consideration which is determined having regard to past experience with respect to the services required to be performed when the contract contains a variable component. Revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Estimation of useful lives of assets The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. Goodwill and other indefinite life intangible assets The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows. Impairment of non-financial assets other than goodwill and other indefinite life intangible assets The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 3. Critical accounting judgements, estimates and assumptions (continued) 35 Income tax The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. Lease term The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances. Incremental borrowing rate Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment. Employee benefits provision As discussed in note 2, the liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account. Business combinations As discussed in note 2, business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Group taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported. Note 4. Operating segments The Group is organised into three reportable segments: (1) Accounting, (2) Other services and (3) Other income (refer to note 6). The principal products and services of each of these reportable segments are as follows: Accounting Accounting and taxation services, corporate secretarial, outsourced CFO, audits, business structuring, bookkeeping, and all other accounting related services. Other services Financial broking services, wealth management, investment office and all other non- accounting services. The operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 4. Operating segments (continued) 36 Operating reportable segment information Other Other Accounting services income Total Consolidated $'000 $'000 $'000 $'000 Year ended 30 June 2026: Revenue 145,826 13,344 1,981 161,151 Employment and related expenses 77,814 3,651 - 81,465 EBITDA 39,960 4,608 - 44,568 Profit before income tax expense 15,915 4,051 - 19,966 Profit after income tax 17,628 Finance costs, net of interest income 7,793 Income tax expense 2,338 Depreciation and amortisation expense 16,809 EBITDA 44,568 Segment assets, liabilities and net assets at 30 June 2026: Current assets 34,557 6,704 - 41,261 Non-current assets 183,490 5,166 - 188,656 Current liabilities (67,363) (4,439) - (71,802) Non-current liabilities (82,880) (2,554) - (85,434) Net assets 67,804 4,877 - 72,681 Other Other Accounting services income Total Consolidated $'000 $'000 $'000 $'000 Year ended 30 June 2025: Revenue 127,908 6,699 1,576 136,183 Employment and related expenses 63,710 2,321 66,031 EBITDA 36,696 2,568 - 39,264 Profit before income tax expense 15,399 2,380 - 17,779 Profit after income tax expense 16,436 Finance costs 7,012 Income tax expense 1,343 Depreciation and amortisation expense 14,473 EBITDA 39,264 Segment assets, liabilities and net assets at 30 June 2025: Current assets 36,110 3,603 - 39,713 Non-current assets 156,824 2,420 - 159,244 Current liabilities (52,409) (1,322) - (53,731) Non-current liabilities (77,232) (1,518) - (78,750) Net assets 63,293 3,183 - 66,476
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 4. Operating segments (continued) 37 Geographical information Revenue from external customers Geographical non-current assets 2026 2025 2026 2025 $'000 $'000 $'000 $'000 Australia 128,747 113,572 154,681 132,049 Others 30,423 21,035 33,975 27,195 159,170 134,607 188,656 159,244 Note 5. Professional services revenue Consolidated 2026 2025 $'000 $'000 Professional services revenue 159,170 134,607 Disaggregation of revenue The Group derives its revenue from the provision of accounting, tax and other professional services. Refer to note 4 for more information on segments. Timing of revenue recognition The revenue from provision of services from contracts with customers is recognised over time. Note 6. Other income Consolidated 2026 2025 $'000 $'000 Remeasurement of lease liabilities 138 262 Change in fair value of contingent consideration (note 22) 104 574 Commissions 435 439 Other income 120 74 Interest income 1,184 227 Other income 1,981 1,576
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 38 Note 7. Expenses Consolidated 2026 2025 $'000 $'000 Profit before income tax includes the following specific expenses: Depreciation and amortisation Depreciation right-of-use of assets 4,798 4,893 Depreciation property, plant and equipment 2,432 2,148 Amortisation of intangible assets 9,579 7,432 16,809 14,473 Finance costs Interest and finance charges paid/payable on lease liabilities 2,469 2,068 Interest on bank overdrafts and loans 5,714 4,453 Interest on unwinding retention 794 491 8,977 7,012 Net loss on disposal Net loss on disposal of property, plant and equipment 280 81 Employment and related expenses Salaries, wages and contractors 73,032 59,633 Superannuation* 4,372 3,755 Other on costs 4,229 2,706 Employee leave (168) (63) Total employment and related expenses 81,465 66,031 * Superannuation as a percentage of salaries, wages and contractors may vary from year to year due to changes in salary sacrifice arrangements as well as changes to contractor engagements.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 39 Note 8. Income tax Consolidated 2026 2025 $'000 $'000 Income tax expense Current tax 4,870 3,499 Origination and reversal of temporary differences (2,667) (1,817) Adjustment recognised for prior periods 135 (339) Aggregate income tax expense 2,338 1,343 Numerical reconciliation of income tax expense and tax at the statutory rate Profit before income tax expense 19,966 17,779 Tax at the statutory tax rate of 30% 5,990 5,334 Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Other non-taxable items 952 21 6,942 5,355 Current year tax losses not recognised - 35 Difference in overseas tax rates (143) (54) Adjustment recognised for prior periods 135 (339) Distributions to non-controlling interests (4,596) (3,654) Income tax expense 2,338 1,343 As the majority of operating businesses are structured as partnerships, the income tax expense attributable to the non- controlling interests in these partnerships is not included in the consolidated accounts. This is with the exception of subsidiaries that are in a corporate structure where the consolidated income tax expense is included in the profit attributable to non- controlling interests in these subsidiaries. The remaining balance of the consolidated income tax expense is included in the profit attributable to the shareholders in the parent entity. Consolidated 2026 2025 $'000 $'000 Amounts recognised in profit or loss: Accrued expenses (1,529) (1,321) Income assessable on receipt 627 672 Differences between accounting and tax depreciation 97 203 Customer relationship intangibles 5,673 4,369 Leases (1,072) (875) Blackhole expenditure (601) (677) Deferred tax liability 3,195 2,371 Accrued expenses 66 (142) Income assessable on receipt 23 - Leases (224) (91) Tax losses (17) (365) Customer relationship intangibles (1,367) (137) Deferred tax asset (1,519) (735) Net Deferred tax liability 1,676 1,636
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 8. Income tax (continued) 40 Consolidated 2026 2025 $'000 $'000 Movements: Opening balance 1,636 3,446 Credited to profit or loss (2,667) (1,817) Additions through business combinations (note 34) 2,348 971 Other movements 359 (964) 1,676 1,636 Consolidated 2026 2025 $'000 $'000 Provision for income tax Provision for income tax 3,945 2,187 Note 9. Earnings per share Consolidated 2026 2025 $'000 $'000 Profit after income tax 17,628 16,436 Non-controlling interests (14,095) (13,023) Profit after income tax attributable to the owners of Kelly Partners Group Holdings Limited 3,533 3,413 Cents Cents Basic earnings per share 7.80 7.60 Diluted earnings per share 7.80 7.60 Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 45,274,957 44,919,824 Weighted average number of ordinary shares used in calculating diluted earnings per share 45,274,957 44,919,824
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 41 Note 10. Cash and cash equivalents Consolidated 2026 2025 $'000 $'000 Cash at bank and in hand 3,939 6,867 Reconciliation to cash and cash equivalents at the end of the financial year The above figures are reconciled to cash and cash equivalents at the end of the financial year as shown in the statement of cash flows as follows: Balances as above 3,939 6,867 Bank overdrafts (note 19) (7,474) (7,714) Balance as per statement of cash flows (3,535) (847) Note 11. Trade and other receivables Consolidated 2026 2025 $'000 $'000 Current assets Trade receivables 21,365 19,942 Less: Allowance for expected credit losses (1,171) (939) 20,194 19,003 Allowance for expected credit losses The Group has recognised a loss of $772,000 (2025: $343,000) in respect of the expected credit losses for the year ended 30 June 2026. The Group has written off uncollectable receivables of $540,000 (2025: $327,000) during the year ended 30 June 2026. The ageing of the receivables and allowance for expected credit losses provided for above are as follows: Expected credit loss rate Carrying amount Allowance for expected credit losses 2026 2025 2026 2025 2026 2025 Consolidated % % $'000 $'000 $'000 $'000 0 to 3 months overdue 0.67% 1.13% 15,986 15,495 109 176 3 to 6 months overdue 3.92% 5.27% 3,431 3,291 134 173 Over 6 months overdue 47.75% 51.02% 1,948 1,156 928 590 21,365 19,942 1,171 939 The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 11. Trade and other receivables (continued) 42 Movements in the allowance for expected credit losses are as follows: Consolidated 2026 2025 $'000 $'000 Opening balance 939 923 Additional provisions recognised 772 343 Receivables written off during the year as uncollectable (540) (327) Closing balance 1,171 939 Note 12. Other financial assets Consolidated 2026 2025 $'000 $'000 Current assets Loans to partners 3,987 3,851 Non-current assets Loans to partners 8,632 9,295 Loans to related parties (note 32) 10,038 7,345 Loans to third parties 274 - 18,944 16,640 22,931 20,491 Loans to partners primarily represents amounts of money which have first been borrowed on the balance sheet of various controlled entities, and then secondly on lent to partners to assist them with their purchase of equity into that entity. This results in the controlled entity having both a financial liability to the financier, and a corresponding financial asset to the partner. These loans are typically repaid over a four to eight year period. As the loans are repaid by the partners and the financial asset amortises, there is a corresponding amortisation in the financial liability. Repayment of these loans is typically from partner profit distributions. Note 13. Non-current assets classified as held for sale Consolidated 2026 2025 $'000 $'000 Current assets Land and buildings 1,891 - Leasehold improvements 192 - 2,083 - The balance represents the Canberra property and related leasehold improvements, which were classified as held for sale at 30 June 2026.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 43 Note 14. Property, plant and equipment Consolidated 2026 2025 $'000 $'000 Non-current assets Land and buildings - at cost 2,131 4,224 Less: Accumulated depreciation (246) (364) 1,885 3,860 Leasehold improvements - at cost 12,398 8,686 Less: Accumulated depreciation (4,382) (3,628) 8,016 5,058 Plant and equipment - at cost 8,225 7,403 Less: Accumulated depreciation (4,928) (4,011) 3,297 3,392 Motor vehicles - at cost 1,262 1,456 Less: Accumulated depreciation (756) (743) 506 713 13,704 13,023 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Land and buildings Leasehold improve- ments Plant and equipment Motor vehicles Total Consolidated $'000 $'000 $'000 $'000 $'000 Balance at 1 July 2024 4,538 4,632 3,662 599 13,431 Additions - 1,202 874 352 2,428 Additions through business combinations (note 34) - - 64 - 64 Disposals - written down value (570) (15) (134) (43) (762) Exchange differences - 4 6 - 10 Depreciation expense (108) (765) (1,080) (195) (2,148) Balance at 30 June 2025 3,860 5,058 3,392 713 13,023 Additions - 3,247 987 - 4,234 Additions through business combinations (note 34) - 1,257 210 26 1,493 Classified as held for sale (note 13) (1,891) (192) - - (2,083) Disposals - written down value - (191) (95) (41) (327) Exchange differences - (144) (43) (17) (204) Depreciation expense (84) (1,019) (1,154) (175) (2,432) Balance at 30 June 2026 1,885 8,016 3,297 506 13,704
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 44 Note 15. Right-of-use assets Consolidated 2026 2025 $'000 $'000 Non-current assets Land and buildings - right-of-use assets 47,323 38,090 Less: Accumulated depreciation (15,530) (11,322) 31,793 26,768 Plant and equipment - right-of-use 266 496 Less: Accumulated depreciation (136) (325) 130 171 31,923 26,939 The Group leases land and buildings for its offices under agreements of between 2 to 14 years with, in some cases, options to extend. On renewal, the terms of the leases are renegotiated. The Group also leases office and information technology equipment under agreements of between 2 to 5 years. For other AASB 16 and lease related disclosures refer to the following: ● note 7 for details of depreciation on right-of-use assets, interest on lease liabilities and other lease payments; ● note 20 for lease liabilities and maturities of lease liabilities; ● consolidated statement of cash flow for repayment of lease liabilities. Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Land and buildings Plant and equipment Total Consolidated $'000 $'000 $'000 Balance at 1 July 2024 24,187 203 24,390 Additions 6,952 43 6,995 Additions through business combinations (note 34) 1,498 - 1,498 Exchange differences (41) 2 (39) Adjustments as a result of a different treatment of extension and termination options (1,012) - (1,012) Depreciation expense (4,816) (77) (4,893) Balance at 30 June 2025 26,768 171 26,939 Additions 5,966 24 5,990 Additions through business combinations (note 34) 5,282 - 5,282 Exchange differences (620) (6) (626) Adjustments as a result of a different treatment of extension and termination options (864) - (864) Depreciation expense (4,739) (59) (4,798) Balance at 30 June 2026 31,793 130 31,923
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 45 Note 16. Intangible assets Consolidated 2026 2025 $'000 $'000 Non-current assets Goodwill - at cost 78,580 60,036 Brand names and intellectual property - at cost 3,300 3,300 Customer relationships - at cost 73,605 62,513 Less: Accumulated amortisation (33,136) (24,578) 40,469 37,935 Computer software and other intangible assets- at cost 1,919 1,862 Less: Accumulated amortisation (1,431) (1,288) 488 574 122,837 101,845 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Brand names and intellectual Customer Computer Goodwill property relationships Software Total Consolidated $'000 $'000 $'000 $'000 $'000 Balance at 1 July 2024 48,104 3,300 29,507 878 81,789 Additions - - 398 - 398 Additions through business combinations (note 34) 13,146 - 15,580 - 28,726 Disposals - written down value - - (179) (4) (183) Remeasurement of intangible assets (note 34) (895) - - - (895) Exchange differences (319) - (239) - (558) Amortisation expense - - (7,132) (300) (7,432) Balance at 30 June 2025 60,036 3,300 37,935 574 101,845 Additions - - 27 63 90 Additions through business combinations (note 34) 19,488 - 12,848 - 32,336 Disposals - written down value - - - - - Remeasurement of intangible assets (note 34) (27) - 27 - - Exchange differences (917) - (937) - (1,854) Amortisation expense - - (9,431) (149) (9,580) Balance at 30 June 2026 78,580 3,300 40,469 488 122,837 Brand names and intellectual property have indefinite useful lives and are not amortised.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 16. Intangible assets (continued) 46 Impairment testing In disclosing the carrying amount of goodwill allocated to each cash-generating units ('CGU'), a materially threshold of 10% of the total value of goodwill was used. Any individual CGU with a carrying amount of goodwill under the threshold is grouped in the 'Other partnerships' category. The aggregate carrying amount of goodwill allocated to each CGU is: Goodwill Brand names and intellectual property Total 2026 - Consolidated $'000 $'000 $'000 Kelly Partners Group Holdings 13,665 574 14,239 Other entities 64,915 2,726 67,641 78,580 3,300 81,880 Goodwill Brand names and intellectual property Total 2025 - Consolidated $'000 $'000 $'000 Kelly Partners FRS LLC 7,590 417 8,007 Kelly Partners Sydney Pty Ltd 7,283 400 7,683 Kelly Partners Griffith Partnership 6,435 354 6,789 Other partnerships 38,728 2,129 40,857 60,036 3,300 63,336 The recoverable amount of each CGU above is determined based on value in use calculations. These calculations use cashflow projections over a five year period, based on financial budgets approved by management. These budgets use historical growth rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated inflation rates over the period which are consistent with inflation rates applicable to the locations in which the CGU operates. With regard to the assessment of the CGU's, management believes that no reasonable possible change in any of the key assumptions used would cause the carrying value of the unit to exceed its recoverable amount. The following assumptions were used in the calculations: Consolidated 2026 2025 % % Growth rate 4.0% 4.0% Terminal growth rate 2.5% 2.5% Discount rate 11.0% 10.1% The discount rate is calculated on a post-tax basis using the Weighted Average Cost of Capital ('WACC') of the Group, taking into account the Group's sources of capital including listed equity, unlisted equity and bank debt. Sensitivity As disclosed in note 3, the directors have made judgements and estimates in respect of impairment testing of goodwill. Should these judgements and estimates not occur the resulting goodwill carrying amount may decrease. The sensitivities are as follows: ● Revenue would need to decrease by more than 21.8% before goodwill would need to be impaired, with all other assumptions remaining constant. ● The discount rate would be required to increase to 12.1% before goodwill would need to be impaired, with all other assumptions remaining constant.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 16. Intangible assets (continued) 47 Management believes that other reasonable changes in the key assumptions on which the recoverable amount of goodwill is based would not cause the cash-generating unit’s carrying amount to exceed its recoverable amount. If there are any negative changes in the key assumptions on which the recoverable amount of goodwill is based, this would result in a further impairment charge for the goodwill. Note 17. Other assets Consolidated 2026 2025 $'000 $'000 Current assets Prepayments 1,854 1,141 Other 58 789 1,912 1,930 Non-current assets Deposits 1,174 718 Other 74 79 1,248 797 3,160 2,727 Note 18. Trade and other payables Consolidated 2026 2025 $'000 $'000 Current liabilities Trade payables 2,236 2,320 GST payable 3,411 2,690 Sundry payables and accrued expenses 4,953 3,808 10,600 8,818 Refer to note 27 for further information on financial instruments.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 48 Note 19. Borrowings Consolidated 2026 2025 $'000 $'000 Current liabilities Bank overdrafts 7,474 7,714 Bank loans 28,235 13,241 Related party loans (note 32) 1,175 1,175 36,884 22,130 Non-current liabilities Bank loans 37,796 43,176 74,680 65,306 Refer to note 27 for further information on financial instruments. Controlled entities' facilities The Group has banking facilities in place with Westpac for all of its operating businesses. The facilities consist of overdraft facilities, term loans, bank guarantees and other ancillary facilities. Each subsidiary's debt facilities is granted security by that entity, the corporate partners of that entity, limited personal guarantees of the operating business owners, and a guarantee provided by the parent over all existing and future assets and undertakings. Subsidiaries also have bilateral arrangements in place with Westpac and other financiers for other facilities including credit cards, equipment finance, and bank guarantees. These facilities and their securities are permitted under the Westpac arrangements. Parent entity facilities As at 30 June 2026, the parent has a line of term credit with an amortised balance of $28,500,000. The debt facilities are granted security over the parent entity, as well as the guarantor group which comprises Kelly Partners Group Holdings Limited and the majority of its wholly owned subsidiaries. The parent entity also has bilateral arrangements in place with Westpac and other financiers for ancillary facilities including credit cards, equipment finance, and bank guarantees. These facilities and their securities are permitted under the Westpac arrangements. Covenants The Group’s financier has financial covenants in place, which may act to limit the total indebtedness of the Group under certain circumstances, such as if there were a significant drop in earnings. As at balance date, the Group is in compliance with its financial covenants, which is applicable six monthly. Related party loans Refer to note 32 for further information.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 19. Borrowings (continued) 49 Financing arrangements Unrestricted access was available at the reporting date to the following lines of credit: Consolidated 2026 2025 $'000 $'000 Total facilities Bank overdraft 19,808 17,961 Bank loans 68,399 63,036 Related party loan 1,175 1,175 89,382 82,172 Used at the reporting date Bank overdraft 7,474 7,714 Bank loans 66,031 56,417 Related party loan 1,175 1,175 74,680 65,306 Unused at the reporting date Bank overdraft 12,334 10,247 Bank loans 2,368 6,619 Related party loan - - 14,702 16,866 Note 20. Lease liabilities Consolidated 2026 2025 $'000 $'000 Current liabilities Lease liabilities 4,475 3,912 Non-current liabilities Lease liabilities 32,932 28,017 37,407 31,929 Refer to note 27 for further information on financial instruments. Note 21. Provisions Consolidated 2026 2025 $'000 $'000 Current liabilities Employee entitlements 5,981 5,124 Non-current liabilities Employee entitlements 746 696 6,727 5,820
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 50 Note 22. Contingent consideration Consolidated 2026 2025 $'000 $'000 Current liabilities Contingent consideration 2,426 3,739 Non-current liabilities Contingent consideration 8,855 3,252 11,281 6,991 Contingent consideration relates to the fair value of the contingent component of the purchase price of the acquisitions completed in the current and prior period(s). Contingent consideration is classified as Level 3 in the fair value hierarchy and has been estimated using a present value approach. The contingent consideration fair value is estimated by discounting the future cash outflows by the discount rate of 10.1% (FY2025: 8.5%). The discount rate is based on the previous year's WACC of the Group. A reconciliation of the movement in contingent consideration for the financial year is set out below: Consolidated 2026 2025 $'000 $'000 Opening balance 6,991 6,219 Additions - 297 Additions through business combination (note 34) 7,456 2,425 Change in fair value of contingent consideration (104) (574) Settled in cash (3,650) (1,832) Fair value movement - unwinding of interest 794 491 Exchange differences (206) (35) 11,281 6,991 Change in fair value of contingent consideration relates to acquisition completed where the vendor had not achieved the required targets for the payments of the contingent consideration in full, as well as changes from finalising the fair value of business combinations completed in the prior reporting period as disclosed in note 34.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 51 Note 23. Other financial liabilities Consolidated 2026 2025 $'000 $'000 Current liabilities Loans from partners 1,651 2,570 Loans from others 262 104 1,913 2,674 Non-current liabilities Loans from partners 2,464 1,685 Loans from others 965 288 3,429 1,973 5,342 4,647 'Loans from others' primarily relates to working capital loans provided by vendors to Kelly Partners' operating businesses as per the terms of the acquisitions. These loans are typically repaid at the same time as the payment of the contingent consideration. Refer to note 12 for details on loans to partners. Note 24. Issued capital Consolidated 2026 2025 2026 2025 Shares Shares $'000 $'000 Ordinary shares - fully paid 45,274,957 45,274,957 16,830 16,851 Details Date Shares Issue price $'000 Balance 1 July 2024 45,000,000 13,470 Share buy-back 15 July 2024 (25,000) $7.73 (194) Share buy-back 16 July 2024 (25,000) $7.56 (190) Share buy-back 7 Oct 2024 (7,055) $7.63 (54) Share buy-back 8 Oct 2024 (7,000) $7.69 (54) Share buy-back 9 Oct 2024 (7,945) $7.92 (63) Share buy-back 10 Oct 2024 (23,626) $8.08 (191) Share buy-back 11 Oct 2024 (4,374) $8.07 (35) Issue of shares 27 Jun 2025 374,957 $11.14 4,177 Transaction costs arising on share issue - (15) Balance 30 June 2025 45,274,957 16,851 Cost of raising equity* - (21) Balance 30 June 2026 45,274,957 16,830 * Cost of raising equity relates to June 2025 internal capital raising from partners. Ordinary shares Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders should the Company be wound up, in proportions that consider both the number of shares held and the extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 24. Issued capital (continued) 52 On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Issue of shares On the 27 June 2025, the Company raised $4.1m of internal capital by issuing 374,957 ordinary shares, at $11.14 per share, to its operating partners Share buy-back On 17 August 2024, the Company announced the continuation of its share buy-back program of up to 500,000 Company's shares outstanding which expired on 1 September 2025. During the financial year ended 30 June 2026, the Company did not buy-back any shares. Capital risk management Management controls the capital of the Group in order to maintain acceptable debt to equity and debt to EBITDA ratios, provide the shareholders and partners with adequate returns and ensure that the Group can fund its operations and continue as a going concern. The Group's capital includes ordinary share capital and financial liabilities. There are no externally imposed capital requirements other than the financial covenants outlined in note 19. Management effectively manages the Group's capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in these risks and the market. These responses include the management of debt levels, distributions to shareholders and partners and share issues. There have been no changes to the strategy adopted by management to manage the capital of the Group since the prior year. Note 25. Reserve Consolidated 2026 2025 $'000 $'000 Foreign currency reserve (2,093) (300) Foreign currency reserve The reserve is used to recognise exchange differences arising from the translation of the consolidated financial statements of foreign operations to Australian dollars. Movements in reserve Movements in reserve during the current and previous financial year are set out below: Foreign currency Consolidated $'000 Balance at 1 July 2024 (44) Foreign currency translation (588) Less: share of non-controlling interest 332 Balance at 30 June 2025 (300) Foreign currency translation (2,848) Less: share of non-controlling interest 1,055 Balance at 30 June 2026 (2,093) Note 26. Dividends There were no dividends paid, recommended or declared during the current financial year.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 26. Dividends (continued) 53 Franking credits Consolidated 2026 2025 $'000 $'000 Franking credits available for subsequent financial years 13,508 8,239 Franking credit is a type of tax credit that enables a company to pass through to shareholders the corporate taxes it paid to mitigate double taxation. The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: ● franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date ● franking debits that will arise from the payment of dividends recognised as a liability at the reporting date ● franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date For the parent entity, the franking credits available for subsequent financial years as at the end of the financial year was $11,839,000 (30 June 2025: $7,083,000). Note 27. Financial instruments Financial risk management objectives The Group is exposed to a variety of financial risks through its use of financial instruments: market risk (including interest rate risk and price risk), credit risk and liquidity risk. The Group‘s overall risk management plan seeks to minimise potential adverse effects due to the unpredictability of financial markets. The Group does not use derivative financial instruments or speculate in financial assets. Risk management is carried out by senior management under policies approved by the Board of Directors ('the Board'). The policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Management identifies and evaluates financial risks within the Group's businesses and reports to the Board on a regular basis. The Group's financial instruments consist mainly of deposits with banks, accounts receivable and payable, bank loans and overdrafts, loans to and from subsidiaries, and leases. Market risk Price risk The Group is not exposed to any significant market risk in relation to the prices it charges for the provision of professional services. Interest rate risk The Group is exposed to interest rate risk as funds are borrowed at floating and fixed rates. Borrowings issued at floating rates expose the Group to fair value interest rate risk. The Group's policy is to minimise interest rate cash flow risk exposures on long-term financing. At the reporting date, the Group is exposed to changes in market interest rates through its bank borrowings, which are subject to variable interest rates. The following table illustrates the sensitivity on the net result for the year and equity to a reasonably possible change in interest rates of 1% and -1% (2025: +1% and -1%), with effect from the beginning of the year. These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on the financial instruments held at each reporting date. All other variables are held constant.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 27. Financial instruments (continued) 54 2026 2025 Weighted average interest rate +1% -1% Weighted average interest rate +1% -1% Borrowings % $'000 $'000 % $'000 $'000 Bank overdrafts 8.58% (75) 75 8.00% (77) 77 Bank loans 8.48% (660) 660 8.44% (564) 564 Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the consolidated financial statements. The Group does not hold any collateral. The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available. Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan and no active enforcement activity. Liquidity risk Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The Group maintains cash and available facilities to meet its liquidity requirements for up to a minimum 30-day period. The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash-outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and week-by-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180-day and a 360-day periods are identified monthly. At the reporting date, these reports indicate that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances. The Group’s financial liabilities have contractual maturities which are summarised below: Weighted average interest rate 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities Consolidated - 2026 % $'000 $'000 $'000 $'000 $'000 Non-derivatives Non-interest bearing Trade payables - 2,236 - - - 2,236 Other payables - 8,364 - - - 8,364 Contingent consideration - 2,426 1,425 7,430 - 11,281 Interest-bearing Bank overdraft 8.58% 7,474 - - - 7,474 Bank loans* 8.48% 32,708 17,576 21,841 3,892 76,017 Related party loans 11.50% 1,175 - - - 1,175 Lease liabilities 7.22% 7,009 6,499 18,456 19,662 51,626 Total non-derivatives 61,392 25,500 47,727 23,554 158,173
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 27. Financial instruments (continued) 55 Lease liabilities of $7,009,000 includes $3,599,000 payable within 6 months. * As at 30 June 2026, bank loans of $10,073,000 represents the current portion of long term debt which is being repaid under scheduled amortisation repayments, and is not expected to be refinanced or face refinance risk. Weighted average interest rate 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Remaining contractual maturities Consolidated - 2025 % $'000 $'000 $'000 $'000 $'000 Non-derivatives Non-interest bearing Trade payables - 2,320 - - - 2,320 Other payables - 6,498 - - - 6,498 Contingent consideration - 3,739 1,114 2,062 76 6,991 Interest-bearing Bank overdraft 8.00% 7,714 - - - 7,714 Bank loans* 8.44% 17,428 22,892 21,346 3,510 65,176 Related party loans 11.50% 1,175 - - - 1,175 Lease liabilities 6.64% 5,923 5,633 15,902 15,033 42,491 Total non-derivatives 44,797 29,639 39,310 18,619 132,365 Lease liabilities of $5,923,000 includes $3,008,000 payable within 6 months. * As at 30 June 2025, bank loans of $15,525,000 represents the current portion of long term debt which is being repaid under scheduled amortisation repayments, and is not expected to be refinanced or face refinance risk. Refer to note 2, net working capital deficiency for further details relating to liquidity risk management. Fair value of financial instruments The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The carrying value less impairment provision of trade and other receivables and of trade and other payables is a reasonable approximation of their fair values due to the short-term nature of these balances. Note 28. Key management personnel disclosures Compensation The aggregate compensation made to directors and other members of key management personnel of the Group is set out below: Consolidated 2026 2025 $ $ Short-term employee benefits 1,292,309 1,697,762 Post-employment benefits 39,715 29,801 1,332,024 1,727,563 Other key management personnel transactions For details of other transactions with key management personnel, refer to note 32.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 56 Note 29. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by the auditors of the Company: Consolidated 2026 2025 $ $ Audit and review services - BDO Audit Pty Ltd Audit or review of the financial statements 263,149 131,739 PCAOB Audit and review services 257,000 778,355 520,149 910,094 There were no non-audit services provided by the Company's auditor, BDO Audit Pty Ltd, during the financial year. Note 30. Contingent liabilities Bank guarantees as at 30 June 2026 totalling $1,648,000 (2025: $1,638,000) have been provided in relation to the leases of various premises by the Group. These guarantees will only be payable in specific circumstances, such as failure to meet rental liabilities. In the opinion of the directors, no loss will result to the Group as a result of these guarantees. Guarantees have been provided in relation to the banking facilities of the operating businesses by the parent entity. These guarantees will only be payable in specific circumstances, such as when the operating business is unable to meet its repayment obligations. Contingent considerations in respect of acquisitions are carried on balance sheet and are not classified as contingent liabilities. Except as noted above, in the opinion of the directors, the Group did not have any contingent liabilities at 30 June 2026 and 30 June 2025. Note 31. Commitments Consolidated 2026 2025 $'000 $'000 Capital commitments Committed at the reporting date but not recognised as liabilities, payable: Property, plant and equipment - 1,238 Note 32. Related party transactions Parent entity Kelly Partners Group Holdings Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 35. Key management personnel Disclosures relating to key management personnel are set out in note 28. Brett Kelly, Paul Kuchta and Ada Poon are directors of the parent entity. Transactions with related parties Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 32. Related party transactions (continued) 57 Loans to/(from) related parties Key management personnel 2026 2025 $ $ Loans to directors: Balance at the beginning of the year 4,210,753 1,047,302 - loans advanced 5,303,180 7,175,955 - interest on loans 675,015 296,353 - repayment of loans advanced (3,621,661) (4,310,736) - exchange differences (177,544) 1,879 Balance at the end of the year 6,389,743 4,210,753 On 30 October 2022, the Board of Directors approved a loan facility to Brett Kelly (director of the Company). The facility is secured and personally guaranteed by Brett Kelly with interest charged at commercial rates. Kelly Partners (Canberra) Property Trust 2026 2025 $ $ Loans from related party: Balance at the beginning of the year (1,175,000) (1,175,000) - interest on loan (135,125) (135,125) - payment 135,125 135,125 Balance at the end of the year (1,175,000) (1,175,000) Kelly Partners (Investment Office) Pty Ltd is the investment manager of Kelly Partners Investment Office Special Opportunities Fund #2. Kelly Partners (Canberra) Property Trust is a wholly owned subsidiary of Kelly Partners Group Holdings Limited. On 20 December 2021, the Kelly Partners Investment Office Special Opportunities Fund #2 advanced a short term loan facility of $2.2m to Kelly Partners (Canberra) Property Trust, to assist with the purchase of Unit 141, 39 Eastlake Parade, Kingston ACT ('the Canberra Property'). The facility is secured by a mortgage over the Canberra Property and is guaranteed by Kelly Partners Group Holdings Limited. On 11 January 2023, $1.0m of the loan was refinanced with a commercial bank. Interest is charged at commercial rates and the term of the related party loan was extended to 31 December 2026. Employee Share Trust In December 2019, the Board approved the establishment of the EIP. The EIP is designed to assist in the attraction, motivation, retention and reward of employees by allowing them to participate in the overall success and growth of the Group. The EIP is also designed to align the interests of employees with the interests of shareholders by providing an opportunity for the participants to receive an equity interest in the Company. All rewards are discretionary in nature. In FY 2026 the EIP Trust purchased 82,534 shares on market for a total of $492,618 with an average share price of $5.9687. As at 30 June 2026, total shares of 515,682 continue to be held in trust, of which 451,002 shares have been granted to employees and are unvested. During the year, 65,669 of shares vested. The KMP of the Company was not part of the Employee Incentive Plans. In FY2026, a number of operating businesses paid amounts to an Employee Share Trust as part of the Employee Share Scheme (‘ESS’). The monies received by the Employee Share Trust were used to acquire the shares of Kelly Partners Group Holdings Limited (KPG.ASX).
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 32. Related party transactions (continued) 58 2026 2025 $ $ Loans to Employee Share Trust: Balance at the beginning of the year 3,134,253 2,124,036 - loans advanced 460,291 1,101,277 - interest on loan 279,752 226,805 - payment (226,102) (317,865) Balance at the end of the year 3,648,194 3,134,253 Direct interest in subsidiaries The following related parties hold a direct interest in the respective subsidiary of the Group: 2026 2025 Related party Subsidiary Interest held Interest held Paul Kuchta Kelly Partners East Sydney Partnership 10.20% 10.20% Paul Kuchta Kelly Partners (Sydney) Pty Ltd 3.20% 3.50% Paul Kuchta Kelly Partners Norwest Partnership 24.98% 24.98% Paul Kuchta KDA Partnership 12.73% - Ada Poon Kelly Partners North Sydney Partnership 8.50% 8.50% Partners Loans (to)/from partners are set out in note 12 and note 23. Other loans Loans from others are set out in note 23. Note 33. Parent entity information Set out below is the supplementary information about the parent entity. The following table summarises the standalone financial information of the parent entity and is before intercompany eliminations and adjustments on consolidation. Statement of profit or loss and other comprehensive income 2026 2025 $'000 $'000 Profit after income tax 4,148 1,572 Total comprehensive income 4,148 1,572 Statement of financial position 2026 2025 $'000 $'000 Total current assets 18,435 6,248 Total non-current assets 61,144 61,754 Total assets 79,579 68,002 Total current liabilities 28,769 14,064 Total non-current liabilities 17,758 25,102 Total liabilities 46,527 39,166 Net assets 33,052 28,836
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 33. Parent entity information (continued) 59 Guarantees entered into by the parent entity in relation to the debts of its subsidiaries Each subsidiary's debt facilities are granted security by that entity, the corporate partners of that entity, limited personal guarantees of the operating business owners, and a guarantee provided by the parent over all existing and future assets and undertakings. Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2026 and 30 June 2025. Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2026 and 30 June 2025. Material accounting policy information The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following: ● Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. Note 34. Business combinations Acquisitions during year ended 30 June 2026 Kelly Partners acquired a 50.05% - 100% equity interest in the following accounting and outsourced services businesses. Details of businesses acquired Entity Location of business acquired Date of acquisition Kelly Partners James Howard Mission Viejo, CA USA 01/08/2025 Kelly Partners Pittwater Pittwater, NSW, AU 29/08/2025 Kelly Partners Pittwater Pittwater, NSW, AU 01/09/2025 Kelly Partners Group Holdings Limited Philippines 16/10/2025 Kelly Partners Group Holdings Limited Sydney, NSW, AU & Southern Highlands, NSW, AU 31/10/2025 Kelly Partners Narrandera Narrandera, NSW, AU 01/12/2025 A.C.N. 692 975 590 Pty Ltd Southern Highlands, NSW, AU 05/12/2025 Hello Kelly AI Bedfordshire, UK 12/03/2026 The goodwill is attributable to synergies expected to be achieved from integrating the business in to the Kelly Partners system. The goodwill recognised is not deductible for tax purposes. Contingent consideration is based on the acquired business achieving the target revenue post completion. The fair value of the contingent consideration represents the Group's estimate of the probable cash outflows discounted using a discount rate of 10.1% (FY2025: 8.5%). The discount rate is based on the previous year's Weighted Average Cost of Capital ('WACC') of the Group. The NCI is valued based on a proportion of net assets. The acquired businesses contributed revenues of $15,580,000 and a net profit before tax and amortisation of $2,649,000 to the Group for the period from the date businesses were acquired to the period ended 30 June 2026. Note the revenue and profit figures disclosed here may be part year and include implementation and restructuring costs that may be one off and non-recurring in nature.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 34. Business combinations (continued) 60 Details of the acquisitions are as follows: Fair value $'000 Trade receivables and accrued income 1,077 Plant and equipment 1,493 Right-of-use assets 5,282 Customer relationships 12,848 Other assets 790 Deferred tax liabilities (2,348) Employee benefits (1,065) Lease liability (5,282) Trade and other payables (41) Other liabilities (1,042) Net assets acquired 11,712 Goodwill 19,488 Acquisition-date fair value of the total consideration transferred 31,200 Representing: Cash paid to vendor 16,806 Equity contribution from NCI 6,938 Contingent consideration 7,456 31,200 Acquisitions during the year ended 30 June 2025 Kelly Partners acquired interests in the following accounting and accounting networking businesses through the following controlled entities: Entity Location of business acquired Date of acquisition Kelly Partners FRS St. Petersburg, FL, USA 16/08/2024 Kudos International Network Swansea, UK 31/10/2024 Kelly Partners Sydney Sydney, NSW, AU 12/12/2024 Kelly Partners Wexford Wexford, Ireland 31/03/2025 Kelly Partners Hunter Region Hunter Region, NSW, AU 02/06/2025 The goodwill is attributable to synergies expected to be achieved from integrating the business in to the Kelly Partners system. Contingent consideration is based on the acquired business achieving the target revenue post completion. The fair value of the contingent consideration represents the Group's estimate of the probable cash outflows discounted using a discount rate of 8.5%. The NCI is valued based on a proportion of net assets. The acquired businesses contributed revenues of $16,274,000 and a net profit before tax and amortisation of $2,981,000 to the Group for the period from the date businesses were acquired to the period ended 30 June 2025. Note the revenue and loss figures disclosed here may be part year and include implementation and restructuring costs that may be one off and non- recurring in nature. $1,046,000 (FY24: $1,240,000) in legal costs and one-off implementation costs relating to the five acquisitions completed this year. $809,000 of this non-recurring cost relates to the US and Ireland acquisitions.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 34. Business combinations (continued) 61 Details of the acquisition are as follows: Fair value $'000 Trade receivables and accrued income 2,621 Plant and equipment 64 Right-of-use assets 1,498 Customer relationships 15,580 Deferred tax liabilities (971) Employee benefits (592) Lease liability (1,690) Other liabilities (2,807) Net assets acquired 13,703 Goodwill 13,146 Acquisition-date fair value of the total consideration transferred 26,849 Representing: Cash paid or payable to vendor 10,563 Equity contribution from NCI 13,861 Contingent consideration 2,425 26,849
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 62 Note 35. Interests in subsidiaries (a) Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2: Ownership interest Country of 2026 2025 Name incorporation % % Addison Partners Pty Ltd Australia 51.00% 51.00% Addison Partners SMSF Pty Ltd Australia 51.00% 51.00% Australian Nominees Pty Ltd Australia 100.00% 50.05% Better Life Accounting Pty Ltd Australia 100.00% 100.00% BMF Group Sydney Pty Ltd Australia 100.00% 100.00% Kelly Partners (Brookvale) Pty Ltd Australia 50.10% 50.10% Kelly Partners (General Insurance) Pty Ltd Australia 100.00% 100.00% Kelly Partners (Growth Consulting) Pty Ltd Australia 100.00% 100.00% Kelly Partners (Direct Invest) Pty Ltd Australia 51.00% 51.00% Kelly Partners TV Pty Ltd Australia 100.00% 100.00% Kelly Partners (Investment Office) Baobab Pty Ltd Australia 51.00% 51.00% Kelly Partners (Investment Office) Pty Ltd Australia 51.00% 51.00% Kelly Partners (Strategy Consulting) Pty Ltd Australia 100.00% 100.00% Kelly Partners (Sydney) Pty Ltd Australia 50.10% 50.10% Kelly Partners (Tax Legal) Pty Ltd Australia 51.00% 51.00% Kelly Partners Alternative Asset Management Pty Ltd Australia 100.00% 100.00% Kelly Partners Ancillary Services Pty Ltd Australia 100.00% 100.00% Kelly Partners Digital Technologies Pty Ltd Australia 100.00% 100.00% Kelly Partners Finance (Central Coast & Hunter Region) Pty Ltd Australia 100.00% 100.00% Kelly Partners Management Services Pty Ltd Australia 100.00% 100.00% Kelly Partners Private Wealth Group Holdings Pty Ltd Australia 100.00% 100.00% Kelly Partners Private Wealth Pty Ltd Australia 100.00% 100.00% Kelly Partners Property Group Holdings Pty Ltd Australia 100.00% 100.00% Kelly Partners SMSF Advisory Pty Ltd Australia 100.00% 100.00% Kelly Partners Strategic Alliances Pty Ltd Australia 100.00% 100.00% Kelly Property Group Pty Ltd Australia 100.00% 100.00% KP GH AI Pty Ltd Australia 100.00% 100.00% KP GH BD Pty Ltd Australia 100.00% 100.00% KP GH BR Pty Ltd Australia 100.00% 100.00% KP GH BV Pty Ltd Australia 100.00% 100.00% KP GH CC Pty Ltd Australia 100.00% 100.00% KP GH CA Pty Ltd Australia 100.00% 100.00% KP GH CH Pty Ltd Australia 100.00% 100.00% KP GH ES Pty Ltd Australia 100.00% 100.00% KP GH FIN Pty Ltd Australia 100.00% 100.00% KP GH GC Pty Ltd Australia 100.00% 100.00% KP GH GR Pty Ltd Australia 100.00% 100.00% KP GH HC GR Pty Ltd Australia 100.00% 100.00% KP GH HK Pty Ltd Australia 100.00% 100.00% KP GH HR & C Pty Ltd Australia 100.00% 100.00% KP GH HR Pty Ltd Australia 100.00% 100.00% KP GH IW Pty Ltd Australia 100.00% 100.00% KP GH LE Pty Ltd Australia 100.00% 100.00% KP GH MA Pty Ltd Australia 100.00% 100.00% KP GH MCBD Pty Ltd Australia 100.00% 100.00% KP GH NB Pty Ltd Australia 100.00% 100.00% KP GH NE Pty Ltd Australia 100.00% 100.00% KP GH NS Pty Ltd Australia 100.00% 100.00% KP GH NW Pty Ltd Australia 100.00% 100.00% KP GH PB Pty Ltd Australia 100.00% 100.00% KP GH PW Pty Ltd Australia 100.00% 100.00% KP GH SWB Pty Ltd Australia 100.00% 100.00%
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 35. Interests in subsidiaries (continued) 63 Ownership interest Country of 2026 2025 Name incorporation % % KP GH SH Pty Ltd Australia 100.00% 100.00% KP GH SWS Pty Ltd Australia 100.00% 100.00% KP GH SYD CBD Pty Ltd Australia 100.00% 100.00% KP GH TC Pty Ltd Australia 100.00% 100.00% KP GH WM Pty Ltd Australia 100.00% 100.00% KP GH WO Pty Ltd Australia 100.00% 100.00% KP GH WS Pty Ltd Australia 100.00% 100.00% KPGH 2 Pty Ltd Australia 100.00% 100.00% KPGH Pty Ltd Australia 100.00% 100.00% KPGH1 Pty Ltd Australia 100.00% 100.00% KPIO Pty Ltd Australia 75.50% 75.50% Super Certain Pty Ltd Australia 50.50% 50.50% KP GH VA Pty Ltd Australia 100.00% 100.00% Kelly Partners Valuations Partnership Australia 50.10% 50.10% Kelly Partners (Canberra) Property Trust Australia 100.00% 100.00% Kelly Partners (Central Coast) Property Trust Australia 51.00% 51.00% Kelly Partners (Central Tablelands) Property Trust Australia 100.00% 100.00% Kelly Partners (Oran Park) Trust Australia 100.00% 100.00% Kelly Partners Property Fund Australia 100.00% 100.00% Kelly Partners Services Trust Australia 100.00% 100.00% Kelly Partners (Western Sydney) Partnership Australia 50.01% 50.01% Kelly Partners Bendigo Partnership Australia 50.01% 50.01% Kelly Partners Brisbane CBD Partnership Australia 50.10% 50.10% Kelly Partners Bundall Partnership Australia 50.10% 50.10% Kelly Partners Central Coast Partnership Australia 50.10% 50.10% Kelly Partners Chatswood Partnership Australia 50.10% 50.10% Kelly Partners Corporate Advisory Partnership Australia 51.00% 51.00% Kelly Partners East Sydney Partnership Australia 50.10% 50.10% Kelly Partners Finance Partnership Australia 51.00% 51.00% Kelly Partners General Insurance Partnership Australia 99.99% 99.99% Kelly Partners Griffith Partnership Australia 50.10% 50.10% Kelly Partners HR & Consulting Partnership Australia 51.00% 51.00% Kelly Partners HR Consulting & Payroll Services Riverina Partnership Australia 50.10% 50.10% Kelly Partners Hunter Region Partnership Australia 51.00% 51.00% Kelly Partners Inner West Partnership Australia 51.00% 51.00% Kelly Partners Leeton Partnership Australia 50.01% 50.01% Kelly Partners Maitland Partnership Australia 50.10% 50.10% Kelly Partners Melbourne CBD Partnership Australia 51.00% 51.00% Kelly Partners Newcastle Partnership Australia 51.00% 51.00% Kelly Partners North Sydney Partnership Australia 58.00% 58.00% Kelly Partners Northern Beaches Partnership Australia 51.00% 51.00% Kelly Partners Norwest Partnership Australia 50.05% 50.05% Kelly Partners Oran Park Partnership Australia 50.10% 50.10% Kelly Partners Palm Beach Partnership Australia 50.10% 50.10% Kelly Partners Pittwater Partnership Australia 51.00% 51.00% Kelly Partners Private Wealth Wholesale Partnership Australia 51.00% 51.00% Kelly Partners South West Sydney Partnership Australia 50.50% 50.50% Kelly Partners South West Brisbane Partnership Australia 80.00% 80.00%
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 35. Interests in subsidiaries (continued) 64 Ownership interest Country of 2026 2025 Name incorporation % % Kelly Partners Southern Highlands Partnership Australia 51.00% 51.00% Kelly Partners Tax Consulting Partnership Australia 51.00% 51.00% Kelly Partners Wollongong Partnership Australia 59.64% 59.64% Agent Fuel Partnership Australia 50.10% - Agent Fuel Pty Ltd Australia 25.10% - Bray & Associates Pty Ltd Australia 100.00% - Hello Kelly AI Partnership Australia 50.10% - KDA Partnership Australia 50.05% - Kelly Partners Group Holdings (Low Co) Pty Ltd Australia 100.00% - Kelly Partners Group Holdings (Mid Co) Pty Ltd Australia 100.00% - Kelly Partners Group Holdings (Top Co) Pty Ltd Australia 100.00% - Kelly Partners Narrandera Partnership Australia 50.10% - Kelly Partners Private Wealth Melbourne Partnership Australia 51.00% - KP GH BO Pty Ltd Australia 100.00% - KP GH NA Pty Ltd Australia 100.00% - KP GH WM MB Pty Ltd Australia 100.00% - KP GH WP Pty Ltd Australia 100.00% - WrkPod (Health, Wellness and Fitness) Pty Ltd Australia 25.10% - WrkPod Health Wellness and Fitness Partnership Australia 25.10% - WrkPod Holdings Pty Ltd Australia 50.10% - WrkPod Pty Ltd Australia 50.10% - Kelly Partners Care Pty Ltd Australia 100.00% - KP GH OP Pty Ltd Australia 100.00% - Kelly Partners Operating Group 1 Pty Ltd Australia 50.10% - Kelly Partners (Burbank) LLC (formerly Kelly Partners (Advisory Services) LLC) California, United States 50.10% 50.10% Kelly Partners (Woodland Hills) Services LLC California, United States 51.00% 51.00% Kelly Partners Management Company (California) LLC California, United States 100.00% 100.00% KP Events, LLC California, United States 100.00% 100.00% KP GH BU LLC California, United States 100.00% 100.00% KP GH JH LLC California, United States 100.00% 100.00% KP GH WH LLC California, United States 100.00% 100.00% Hello Kelly AI LLC California, United States 50.10% - Kelly Partners (Balboa) LLC California, United States 100.00% - Kelly Partners (Malibu) LLC California, United States 100.00% - Kelly Partners + James Howard LLC California, United States 50.10% - KP GH BA LLC California, United States 100.00% - Kelly Partners Group Holdings (USA) Inc Delaware, United States 100.00% 100.00% Hello Kelly AI Ltd (DIFC) Dubai, UAE 50.10% - Kelly Partners Group Holdings (ME) Limited Dubai, UAE 100.00% - Kelly Partners (FRS) LLC Florida, United States 50.10% 50.10% Kelly Partners Management Company (Florida) LLC Florida, United States 100.00% 100.00% KP GH FRS LLC Florida, United States 100.00% 100.00% Kelly Partners Management Services (Hong Kong) Limited Hong Kong 51.00% 51.00% WrkPod Hong Kong Limited Hong Kong 50.10% - Kelly Partners Global Services (India) Private Limited India 100.00% 100.00% KPG Kelly Partners Group Holdings (Ireland) Limited Ireland 100.00% 100.00% Kelly Partners Wexford Partnership Ireland 50.10% 50.10%
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 35. Interests in subsidiaries (continued) 65 Ownership interest Country of 2026 2025 Name incorporation % % Kelly Partners Wexford Audit Partnership Ireland 49.00% - Kelly Partners Management Company (Texas) LLC Texas, United States 100.00% 100.00% KP GH DJ LLC Texas, United States 100.00% 100.00% Kelly Partners Group Holdings (UK) Ltd United Kingdom 100.00% 100.00% Kelly Partners Global Ltd United Kingdom 100.00% 100.00% Kelly Partners Global (Subsidiary) Ltd United Kingdom 100.00% 100.00% Kudos International Network Partnership United Kingdom 50.10% 50.10% The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries. (b) Subsidiaries with non-controlling interests The following table summarises the aggregate financial information in relation to the share of the Group's subsidiaries held by non-controlling interests. The assets and liabilities information is before inter-company eliminations with other entities within the Group. Consolidated 2026 2025 $'000 $'000 Revenue 77,266 65,427 Profit attributable to non-controlling interests* 14,095 13,023 Distributions to non-controlling interests 15,642 19,067 Current assets 26,326 23,987 Non-current assets 55,822 46,557 Current liabilities (12,107) (8,616) Non-current liabilities (24,007) (18,294) Net assets 46,034 43,634 * Profit attributable to non-controlling interests does not include income tax expense and other direct costs of the parent. (c) Consequences of changes in a parent's ownership in a subsidiary that do not result in a loss of control There were no material changes to the parent entity's ownership in subsidiaries during the current and prior financial year. (d) Significant restrictions There are no significant restrictions on the ability of the holding company or its subsidiaries to access or use the assets and settle the liabilities of the Group.
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 66 Note 36. Cash flow information Reconciliation of profit after income tax to net cash from operating activities Consolidated 2026 2025 $'000 $'000 Profit after income tax expense for the year 17,628 16,436 Adjustments for: Depreciation and amortisation 16,809 14,473 Revaluation reserve 1,908 757 Fair value movement - unwinding of interest 794 491 Non-cash movements relating to business combinations (880) 1,047 Other non-cash movements (29) 1,819 Change in operating assets and liabilities: Increase in trade and other receivables (1,827) (3,899) Increase in trade and other payables 2,688 2,139 Increase/(decrease) in current tax liabilities 2,105 (533) Decrease in deferred tax liabilities (307) (1,463) Net cash from operating activities 38,889 31,267 Non-cash investing and financing activities Consolidated 2026 2025 $'000 $'000 Additions to the right-of-use assets 5,991 7,284 Adjustments as a result of a different treatment of extension and termination options (995) (1,443) Change in fair value of contingent consideration (104) (574) 4,892 5,267
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Kelly Partners Group Holdings Limited and its subsidiaries Notes to the consolidated financial statements 30 June 2026 Note 36. Cash flow information (continued) 67 Changes in liabilities arising from financing activities Bank Lease Related loans liabilities party loans Total Consolidated $'000 $'000 $'000 $'000 Balance at 1 July 2024 43,045 28,965 1,175 73,185 Net cash used in financing activities - (6,412) - (6,412) Acquisition of leases - 7,285 - 7,285 Proceeds from borrowings 33,147 - - 33,147 Repayment of borrowings (19,775) - - (19,775) Exchange differences - (21) - (21) Interest on loan - - 135 135 Repayment of loan - - (135) (135) Changes through business combinations (note 34) - 1,690 - 1,690 Adjustments as a result of a different treatment of extension and termination options - (1,645) - (1,645) Interest on lease liability - 2,067 - 2,067 Balance at 30 June 2025 56,417 31,929 1,175 89,521 Net cash used in financing activities - (6,517) - (6,517) Acquisition of leases - 5,990 - 5,990 Proceeds from borrowings 23,055 - - 23,055 Repayment of borrowings (13,465) - - (13,465) Exchange differences - (753) - (753) Interest on loan - - 135 135 Repayment of loan - - (135) (135) Changes through business combinations (note 34) - 5,282 - 5,282 Amortisation of loan establishment cost 24 - - 24 Adjustments as a result of a different treatment of extension and termination options - (995) - (995) Interest on lease liability - 2,471 - 2,471 Balance at 30 June 2026 66,031 37,407 1,175 104,613 Note 37. Events after the reporting period No matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
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Kelly Partners Group Holdings Limited and its subsidiaries Consolidated entity disclosure statement As at 30 June 2026 68 Kelly Partners Group Holdings Limited Consolidated entity disclosure statement as at 30 June 2026. Entity name Entity type Place formed or incorporated % of share capital held Australian resident Foreign jurisdiction(s) in which the entity is a resident for tax purposes (according to the law of the foreign jurisdiction) Kelly Partners Group Holdings Limited Body Corporate Australia N/A Yes N/A Addison Partners Pty Ltd Body Corporate Australia 51.00% Yes N/A Addison Partners SMSF Pty Ltd Body Corporate Australia 51.00% Yes N/A Australian Nominees Pty Ltd Body Corporate Australia 100.00% Yes N/A Better Life Accounting Pty Ltd Body Corporate Australia 100.00% Yes N/A BMF Group Sydney Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners (Brookvale) Pty Ltd Body Corporate Australia 50.10% Yes N/A Kelly Partners (Direct Invest) Pty Ltd Body Corporate Australia 51.00% Yes N/A Kelly Partners TV Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners (Growth Consulting) Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners (General Insurance) Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners (Investment Office) Baobab Pty Ltd Body Corporate Australia 51.00% Yes N/A Kelly Partners (Investment Office) Pty Ltd Body Corporate Australia 51.00% Yes N/A Kelly Partners (Strategy Consulting) Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners (Sydney) Pty Ltd Body Corporate Australia 50.10% Yes N/A Kelly Partners (Tax Legal) Pty Ltd Body Corporate Australia 51.00% Yes N/A Kelly Partners Alternative Asset Management Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Ancillary Services Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Digital Technologies Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Finance (Central Coast & Hunter Region) Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Management Services Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Private Wealth Group Holdings Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Private Wealth Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Property Group Holdings Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners SMSF Advisory Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Strategic Alliances Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Property Group Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH BD Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH BR Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH BV Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH CA Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH CC Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH CH Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH ES Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH FIN Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH GC Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH GR Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH HC GR Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH HK Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH HR & C Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH HR Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH IW Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH LE Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH MA Pty Ltd Body Corporate Australia 100.00% Yes N/A
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Kelly Partners Group Holdings Limited and its subsidiaries Consolidated entity disclosure statement As at 30 June 2026 69 Entity name Entity type Place formed or incorporated % of share capital held Australian resident Foreign jurisdiction(s) in which the entity is a resident for tax purposes (according to the law of the foreign jurisdiction) KP GH MCBD Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH NB Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH NE Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH NS Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH NW Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH PB Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH PW Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH SH Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH SWB Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH SWS Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH SYD CBD Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH TC Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH WM Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH WO Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH WS Pty Ltd Body Corporate Australia 100.00% Yes N/A KPGH 2 Pty Ltd Body Corporate Australia 100.00% Yes N/A KPGH Pty Ltd Body Corporate Australia 100.00% Yes N/A KPGH1 Pty Ltd Body Corporate Australia 100.00% Yes N/A KPIO Pty Ltd Body Corporate Australia 75.50% Yes N/A Super Certain Pty Ltd Body Corporate Australia 50.50% Yes N/A Agent Fuel Pty Ltd Body Corporate Australia 25.10% Yes N/A Bray & Associates Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Group Holdings (Low Co) Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Group Holdings (Mid Co) Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Group Holdings (Top Co) Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH AI Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH BO Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH NA Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH VA Pty Ltd Body Corporate Australia 100% Yes N/A KP GH WM MB Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH WP Pty Ltd Body Corporate Australia 100.00% Yes N/A WrkPod (Health, Wellness and Fitness) Pty Ltd Body Corporate Australia 25.10% Yes N/A WrkPod Holdings Pty Ltd Body Corporate Australia 50.10% Yes N/A WrkPod Pty Ltd Body Corporate Australia 50.10% Yes N/A Kelly Partners Care Pty Ltd Body Corporate Australia 100.00% Yes N/A KP GH OP Pty Ltd Body Corporate Australia 100.00% Yes N/A Kelly Partners Operating Group 1 Pty Ltd Body Corporate Australia 50.10% Yes N/A Kelly Partners Valuations Partnership Partnership N/A N/A Yes N/A KDA Partnership Partnership N/A N/A Yes N/A Kelly Partners Narrandera Partnership Partnership N/A N/A Yes N/A
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Kelly Partners Group Holdings Limited and its subsidiaries Consolidated entity disclosure statement As at 30 June 2026 70 Entity name Entity type Place formed or incorporated % of share capital held Australian resident Foreign jurisdiction(s) in which the entity is a resident for tax purposes (according to the law of the foreign jurisdiction) Kelly Partners Private Wealth Melbourne Partnership Partnership N/A N/A Yes N/A WrkPod Health Wellness and Fitness Partnership Partnership N/A N/A Yes N/A Kelly Partners (Burbank) LLC (formerly Kelly Partners (Advisory Services) LLC) Body Corporate California, United States 50.10% No California, United States Kelly Partners (Woodland Hills) Services LLC Body Corporate California, United States 51.00% No California, United States KP Events, LLC Body Corporate California, United States 100.00% No California, United States Kelly Partners Management Company (California) LLC Body Corporate California, United States 100.00% No California, United States KP GH BU LLC Body Corporate California, United States 100.00% No California, United States KP GH JH LLC Body Corporate California, United States 100.00% No California, United States KP GH WH LLC Body Corporate California, United States 100.00% No California, United States Hello Kelly AI LLC Body Corporate California, United States 50.10% No California, United States Kelly Partners (Balboa) LLC Body Corporate California, United States 100.00% No California, United States Kelly Partners (Malibu) LLC Body Corporate California, United States 100.00% No California, United States Kelly Partners + James Howard LLC Body Corporate California, United States 50.10% No California, United States KP GH BA LLC Body Corporate California, United States 100.00% No California, United States Kelly Partners Group Holdings (USA) Inc Body Corporate Delaware, United States 100.00% No Delaware, United States Hello Kelly AI Ltd (DIFC) Body Corporate Dubai, UAE 50.10% No Dubai, UAE Kelly Partners Group Holdings (ME) Limited Body Corporate Dubai, UAE 100.00% No Dubai, UAE Kelly Partners (FRS) LLC Body Corporate Florida, United States 50.10% No Florida, United States Kelly Partners Management Company (Florida) LLC Body Corporate Florida, United States 100.00% No Florida, United States KP GH FRS LLC Body Corporate Florida, United States 100.00% No Florida, United States Kelly Partners Management Services (Hong Kong) Limited Body Corporate Hong Kong 51.00% No Hong Kong WrkPod Hong Kong Limited Body Corporate Hong Kong 50.10% No Hong Kong Kelly Partners Global Services (India) Private Limited Body Corporate India 100.00% No India Kelly Partners Wexford Audit Partnership Partnership Ireland N/A No Ireland Kelly Partners Wexford Partnership Partnership Ireland N/A No Ireland KPG Kelly Partners Group Holdings (Ireland) Limited Body Corporate Ireland 100.00% No Ireland Kelly Partners Management Company (Texas) LLC Body Corporate Texas, United States 100.00% No Texas, United States KP GH DJ LLC Body Corporate Texas, United States 100.00% No Texas, United States
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Kelly Partners Group Holdings Limited and its subsidiaries Consolidated entity disclosure statement As at 30 June 2026 71 Entity name Entity type Place formed or incorporated % of share capital held Australian resident Foreign jurisdiction(s) in which the entity is a resident for tax purposes (according to the law of the foreign jurisdiction) Kelly Partners Group Holdings (UK) Ltd Body Corporate United Kingdom 100.00% No United Kingdom Kelly Partners Global (Subsidiary) Ltd Body Corporate United Kingdom 100% No United Kingdom Kelly Partners Global Ltd Body Corporate United Kingdom 100% No United Kingdom Kelly Partners (Canberra) Property Trust Trust N/A N/A Yes N/A Kelly Partners (Central Coast) Property Trust Trust N/A N/A Yes N/A Kelly Partners (Central Tablelands) Property Trust Trust N/A N/A Yes N/A Kelly Partners (Oran Park) Trust Trust N/A N/A Yes N/A Kelly Partners Property Fund Trust N/A N/A Yes N/A Kelly Partners Services Trust Trust N/A N/A Yes N/A Kelly Partners (Western Sydney) Partnership Partnership N/A N/A Yes N/A Kelly Partners Bendigo Partnership Partnership N/A N/A Yes N/A Kelly Partners Brisbane CBD Partnership Partnership N/A N/A Yes N/A Kelly Partners Bundall Partnership Partnership N/A N/A Yes N/A Kelly Partners Central Coast Partnership Partnership N/A N/A Yes N/A Kelly Partners Chatswood Partnership Partnership N/A N/A Yes N/A Kelly Partners Corporate Advisory Partnership Partnership N/A N/A Yes N/A Kelly Partners East Sydney Partnership Partnership N/A N/A Yes N/A Kelly Partners Finance Partnership Partnership N/A N/A Yes N/A Kelly Partners General Insurance Partnership Partnership N/A N/A Yes N/A Kelly Partners Griffith Partnership Partnership N/A N/A Yes N/A Kelly Partners HR & Consulting Partnership Partnership N/A N/A Yes N/A Kelly Partners HR Consulting & Payroll Services Riverina Partnership Partnership N/A N/A Yes N/A Kelly Partners Hunter Region Partnership Partnership N/A N/A Yes N/A Kelly Partners Inner West Partnership Partnership N/A N/A Yes N/A Kelly Partners Leeton Partnership Partnership N/A N/A Yes N/A Kelly Partners Maitland Partnership Partnership N/A N/A Yes N/A Kelly Partners Melbourne CBD Partnership Partnership N/A N/A Yes N/A Kelly Partners Newcastle Partnership Partnership N/A N/A Yes N/A Kelly Partners North Sydney Partnership Partnership N/A N/A Yes N/A Kelly Partners Northern Beaches Partnership Partnership N/A N/A Yes N/A Kelly Partners Norwest Partnership Partnership N/A N/A Yes N/A Kelly Partners Oran Park Partnership Partnership N/A N/A Yes N/A Kelly Partners Palm Beach Partnership Partnership N/A N/A Yes N/A Kelly Partners Pittwater Partnership Partnership N/A N/A Yes N/A Kelly Partners Private Wealth Wholesale Partnership Partnership N/A N/A Yes N/A Kelly Partners South West Brisbane Partnership Partnership N/A N/A Yes N/A Kelly Partners South West Sydney Partnership Partnership N/A N/A Yes N/A
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Kelly Partners Group Holdings Limited and its subsidiaries Consolidated entity disclosure statement As at 30 June 2026 72 Entity name Entity type Place formed or incorporated % of share capital held Australian resident Foreign jurisdiction(s) in which the entity is a resident for tax purposes (according to the law of the foreign jurisdiction) Kelly Partners Southern Highlands Partnership Partnership N/A N/A Yes N/A Kelly Partners Tax Consulting Partnership Partnership N/A N/A Yes N/A Kelly Partners Wollongong Partnership Partnership N/A N/A Yes N/A Kudos International Network Partnership Partnership N/A N/A No England & Wales, UK Agent Fuel Partnership Partnership N/A N/A Yes N/A Hello Kelly AI Partnership Partnership N/A N/A Yes N/A
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Parkline Place Level 25, 252 Pitt Street Sydney NSW 2000 Australia Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of B DO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member fi rms. Liability limited by a scheme approved under Professional Standards Legislation. INDEPENDENT AUDITOR'S REPORT To the members of Kelly Partners Group Holdings Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Kelly Partners Group Holdings Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 7 4
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7 5 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Impairment testing of goodwill and intangible assets Key audit matter How the matter was addressed in our audit Refer to Note 16 - Intangible Assets and Note 3 – Critical accounting judgements, estimates and assumptions. The Group recognised intangible assets as at 30 June 2026 of $122,837,000 including: • Goodwill of $78,580,000 • Brand names and intellectual property of $3,300,000 • Customer relationships of $40,469,000 • Computer Software of $448,000 The assessment of impairment of the Group’s intangible asset and goodwill balances incorporated significant judgment in respect of factors such as discount rates and revenue growth assumptions. We have focussed on this area as a key audit matter due to amounts involved being material; the inherent subjectivity associated with critical judgements being made in relation to forecast future revenue; discount rates; and terminal growth rate. Our procedures included, but were not limited to: • Assessing the Group's discounted cash flow (‘DCF’) model which calculates the recoverable amount of the Group's assets, in order to determine if any impairment was required; • Checking the mathematical accuracy of the cash flow forecasts and impairment model; • Assessing the key assumptions within the cash flow model including the growth rate and terminal growth rate; • Using our valuation specialists to evaluate management’s discount rates based on external data where available; and • Considering the sensitivity of the key assumptions in the models by analysing the impact on the recoverable amount from changes in key assumptions.
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7 6 Accounting for business combinations Key audit matter How the matter was addressed in our audit As disclosed in Note 34 of the financial report, the Group acquired 8 businesses during the year. The audit of the accounting for these acquisitions is a key audit matter due to the significant judgement and complexity involved in assessing the determination of the fair value of assets and liabilities acquired, in particular Customer Relationships, and the final purchase price which included contingent consideration. Our procedures included, but were not limited to: • Reading key executed transaction documents to understand the key terms and conditions of the transactions and evaluating management’s application of the relevant accounting standards; • Assessing the estimation of the contingent consideration by challenging the key assumptions including the discount rate. This included comparing the actual performance against the forecast performance; • Evaluating the assumptions and methodology in management's determination of the fair value of assets and liabilities acquired; and • Assessing the adequacy of the Group's disclosures of the acquisitions. Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2026, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of: a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and
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for such internal control as the directors determine is necessary to enable the preparation of: i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 10 to 16 of the directors’ report for the year ended 30 June 2026. In our opinion, the Remuneration Report of Kelly Partners Group Holdings Limited, for the year ended 30 June 2026, complies with section 300A of the Corporations Act 2001. 77
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78 Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit Pty Ltd Jeshan Velupillai Director Sydney, 12 August 2026
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Kelly Partners Group Holdings Limited and its subsidiaries Shareholder information 30 June 2026 79 The shareholder information set out below was applicable as at 10 July 2026. Distribution of equitable securities Analysis of number of equitable security holders by size of holding: Ordinary shares % of total Number shares of holders issued 1 to 1,000 873 0.84 1,001 to 5,000 349 1.91 5,001 to 10,000 100 1.71 10,001 to 100,000 140 9.48 100,001 and over 37 86.06 1,499 100.00 Holding less than a marketable parcel 205 - The number of shareholders holding less than a marketable parcel of ordinary shares is based on Kelly Partners Group Holdings Limited's closing share price of $3.79 on 30 June 2026. Equity security holders Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Ordinary shares % of total shares Number held issued KELLY INVESTMENTS 1 PTY LTD <KELLY FAMILY A/C> 13,651,318 30.15 CITICORP NOMINEES PTY LIMITED 8,783,493 19.40 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 5,681,864 12.55 BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT> 4,867,678 10.75 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2,286,646 5.05 BNP PARIBAS NOMS PTY LTD 1,376,071 3.04 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 750,683 1.66 KALUMIC PTY LTD <THE MICHELAKIS FAMILY A/C> 636,000 1.40 PACIFIC CUSTODIANS PTY LIMITED <KPG EMP SHARE PLAN TST A/C> 524,085 1.16 BNP PARIBAS NOMINEES PTY LTD <HUB24 CUSTODIAL SERV LTD> 512,656 1.13 MR ERIC RANDOLPH MATHEWSON <PRESCIENT A/C> 461,900 1.02 BNP PARIBAS NOMINEES PTY LTD <CLEARSTREAM> 393,274 0.87 INVIA CUSTODIAN PTY LIMITED <BARYL INVESTMENT A/C> 300,000 0.66 INVIA CUSTODIAN PTY LIMITED <BARYL SUPER FUND A/C> 300,000 0.66 SANTRA SMSF PTY LTD <SANTRA SUPER A/C> 294,340 0.65 BULLOCK SUPERANNUATION PTY LTD <BULLOCK SUPERANNUATION A/C> 268,984 0.59 PAPANGA PTY LTD <PAPANGA SUPER FUND A/C> 267,297 0.59 BULLOCK SUPERANNUATION PTY LTD <SUPER CRAIG BULLOCK A/C> 264,263 0.58 ROSCIO INVESTMENTS PTY LTD 250,000 0.55 MR SUNDEEP KALRA + MR ANOOP KALRA + MRS SHIKHA MOHANTY <GANESH SUPER FUND A/C> 245,922 0.54 42,116,474 93.00 Unquoted equity securities There are no unquoted equity securities.
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Kelly Partners Group Holdings Limited and its subsidiaries Shareholder information 30 June 2026 80 Substantial holders Substantial holders in the Company are set out below: Ordinary shares % of total shares Number held issued KELLY INVESTMENTS 1 PTY LTD <KELLY FAMILY A/C> 13,651,318 30.15 CITICORP NOMINEES PTY LIMITED 8,783,493 19.40 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 5,681,864 12.55 BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT> 4,867,678 10.75 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2,286,646 5.05 Voting rights The voting rights attached to ordinary shares are set out below: Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There are no other classes of equity securities.
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Kelly Partners Group Holdings Limited and its subsidiaries End of financial report 30 June 2026 81 KELLY PARTNERS GROUP HOLDINGS LIMITED AND ITS SUBSIDIARIES Office - Level 8/32 Walker Street, North Sydney, NSW 2060