Annual report
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Sandon Capital Investments Limited ABN 31 107 772 467 Appendix 4E – PRELIMINARY FINAL REPORT For the full year ended 30 June 2026 Results For Announcement to the Market All comparisons to the full year ended 30 June 2025 $ Movement Up/Down Movement % Revenue from ordinary activities (20,012,214) Down 154% Loss from operating activities before tax attributable to members (26,289,298) Down 186% Loss from operating activities after tax attributable to members (17,907,903) Down 173% Net loss for the year attributable to members (17,907,903) Down 173% Monthly Dividends Announced Month Dividend (cents per share) Ex Date Record Date Payment Date July 2026 0.47 13 July 2026 14 July 2026 31 July 2026 August 2026 0.47 12 August 2026 13 August 2026 31 August 2026 September 2026 0.47 11 September 2026 14 September 2026 30 September 2026 *The September 2026 dividend has not been declared and is based on guidance announcement on 5 June 2026. Dividend Reinvestment Plan The Dividend Reinvestment Plan (DRP) with no discount will apply to these fully franked dividends. Fully franked dividends paid during the year Cents per share Tax rate for franking July-September 2025 quarterly dividend paid 5 September 2025 1.40 25% October 2025 monthly dividend paid 31 October 2025 0.47 25% November 2025 monthly dividend paid 28 November 2025 0.47 25% December 2025 monthly dividend paid 31 December 2025 0.47 25% January 2026 monthly dividend paid 30 January 2026 0.47 25% February 2026 monthly dividend paid 27 February 2026 0.47 25% March 2026 monthly dividend paid 31 March 2026 0.47 25% April 2026 monthly dividend paid 30 April 2026 0.47 25% May 2026 monthly dividend paid 29 May 2026 0.47 25% June 2026 monthly dividend paid 30 June 2026 0.47 25% Total fully franked dividend paid for the year 5.63
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Sandon Capital Investments Limited ABN 31 107 772 467 Appendix 4E – PRELIMINARY FINAL REPORT For the full year ended 30 June 2026 Results For Announcement to the Market All comparisons to the full year ended 30 June 2025 Net Tangible Assets Per Share 30 June 2026 Cents 30 June 2025 Cents Net tangible assets per share (before tax) 72.65 95.98 Net tangible assets per share (after tax) 74.19 91.97 Dividends of 5.63 cents per share were paid during the year. Sandon Capital Investments Limited advises that its Annual General Meeting will be held on 17 November 2026. The time and other details relating to the meeting will be advised in the Notice of Meeting to be sent to all shareholders and released to ASX immediately after dispatch. In accordance with the ASX Listing Rules, valid nominations for the position of director are required to be lodged at the registered office of the Company by 5:00pm (AEDT) 2 October 2026. This report is based on the Annual Financial Report that has been audited by Pitcher Partners Sydney. All documents comprise the information required by ASX Listing Rule 4.3A. The audit report is included with the Company’s Annual Report which accompanies this Appendix 4E.
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Sandon Capital Investments Limited ABN 31 107 772 467 Annual Report For the year ended 30 June 2026
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Sandon Capital Investments Limited ABN 31 107 772 467 Annual Report For the year ended 30 June 2026 Table of Contents Company Particulars 1 Portfolio Composition 2 Chairman’s Letter 3 Directors’ Report 8 Auditor’s Independence Declaration 19 Statement of Profit and Loss and Other Comprehensive Income 20 Statement of Financial Position 21 Statement of Changes in Equity 22 Statement of Cash Flows 23 Notes to the Financial Statements 24 Consolidated Entity Disclosure Statement 51 Directors’ Declaration 52 Independent Auditor’s Report 53 Tax Governance 58 ASX Additional Information 59
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1 Sandon Capital Investments Limited ABN 31 107 772 467 Company Particulars Registered office and principal place of business Level 5, 139 Macquarie Street Sydney NSW 2000 Telephone: 02 8014 1188 Website www.sandoncapital.com.au Email info@sandoncapital.com.au Stock exchange listing Sandon Capital Investments Limited ordinary shares (ASX code: SNC) Sandon Capital Investments Limited 8.5% p.a Unsecured Notes maturing 10 July 2030* (ASX code: SNCHA) *Refer to Note 17 Unsecured Notes and Note 22 Events occurring after the reporting period. Directors Gabriel Radzyminski – Non-Executive Chairman Peter Velez – Independent Non-Executive Director Jacqueline Sullivan – Independent Non-Executive Director Kirsten Hannan – Independent Non-Executive Director (Appointed 20 February 2026) Company Secretary Sushma Kejriwal (Appointed 9 April 2026) Mark Licciardo (Resigned 9 April 2026) Acclime Corporate Services Australia Pty Ltd Level 7, 330 Collins Street Melbourne VIC 3000 Auditor Pitcher Partners Sydney Level 16, Tower 2, Darling Park 201 Sussex Street Sydney NSW 2000 Share and Note Registry MUFG Corporate Markets (AU) Limited Level 12, 680 George Street Sydney, NSW 2000 Telephone 1300 554 474 www.mpms.mufg.com
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Sandon Capital Investments Limited ABN 31 107 772 467 2 Portfolio Composition As at 30 June 2026 Australian Listed Investments Total Value $ COG Financial Services Ltd 17,545,689 Fleetwood Ltd 15,413,949 BCI Minerals Ltd 12,120,351 Southern Cross Media Group Ltd 9,695,930 Joyce Corporation Ltd 7,132,720 Magellan Financial Group Ltd 6,524,432 Karoon Energy Ltd 5,628,638 Light & Wonder Inc. 4,231,044 Coventry Group Ltd 3,219,826 QPM Energy Ltd 3,123,752^ Fitzroy River Corporation Ltd 2,239,870 Santos Ltd 2,022,737 Nuix Ltd 1,880,598 Sietel Ltd 1,781,352 Domino’s Pizza Enterprises Ltd 1,641,228 IDT Australia Ltd 1,593,343 Ignite Ltd 1,180,706 Dawney & Co Ltd 910,664 Earlypay Ltd 521,092 FAR Ltd 421,667 Total Australian listed investments 98,829,588 Listed International Investments Spectra Systems Corp (UK) 15,659,698 Worsley Investors Limited (UK) 1,656,016 Hydro Hotel Eastbourne PLC (UK) 872,092 Total Listed International Investments 18,187,806 Unlisted Investments Carbon Conscious Investments Ltd 14,173,780 Yellow Brick Road Holdings Ltd 7,954,146 Foundation Life (NZ) Ltd 1,641,015 Ask Funding Pty Ltd 1,717,243 Richfield International Pty Ltd 1,638,793 Alterra Ltd 1,464,246 Wellard Ltd 680,766 Alterra Ltd Convertible Notes 548,400 Pacific Equity Partners Fund IV - Core 194,166 Global Data Centre Group 411,103 Pacific Equity Partners Fund IV - Supplemental 138,237 Scantech Ltd 101,736 Total unlisted investments 30,663,631 Total short position (4,303,849) Total Cash and cash equivalents 6,885,124 Total Portfolio 150,262,300 ^Refer to Note 22 Events occurring after the reporting period
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Sandon Capital Investments Limited ABN 31 107 772 467 3 Chairman’s Letter For the year ended 30 June 2026 Chairman’s Letter Dear Fellow Shareholders, The return to shareholders (the change in the NTA before tax per share plus dividends paid and imputation credits) was a negative return of 16.5% for the year. SNC’s gross portfolio return was negative 14.9% before all fees, expenses and taxes. The performance of the investment portfolio is discussed in greater detail later in this letter. Financial Highlights Revenue from ordinary activities, which reflects investment performance, including realised and unrealised gains and losses, dividends and other income, for the financial year ended 30 June 2026 was a loss of $20,012,214 (2025: Gain $37,084,319). This figure comprised $31,093,410 in unrealised losses, $4,092,816 in net realised gains and $6,988,380 of fully franked dividends and interest. The Company reported a net loss after tax of $17,907,903 (2025: Profit $24,651,546). Dividends commence monthly payment cycle On 26 August 2025 , the directors announced the Company would commence a monthly dividend payment cycle. The Directors intended to pay a monthly franked dividend of 0.47 cents per share from October 2025 to June 2026. This represent ed an annualised fully franked dividend of 5.6 3 cents per share which was an increase on the previous fully franked annualised dividend of 5.6 0 cents per share. As part of the announcement, the Directors confirmed the ongoing payment of monthly dividends would be subject to quarterly approval by the Board. Dividends During the period, the Company paid the following fully franked dividends: Month Date paid Dividend (Cents per share) July-September 2025 5 September 2025 1.40 October 2025 31 October 2025 0.47 November 2025 28 November 2025 0.47 December 2025 31 December 2025 0.47 January 2026 30 January 2026 0.47 February 2026 27 February 2026 0.47 March 2026 31 March 2026 0.47 April 2026 30 April 2026 0.47 May 2026 29 May 2026 0.47 June 2026 30 June 2026 0.47 Total 5.63 As at 31 July 2026, SNC had profit reserves of 40.08 cents per share and franking credits of 6.98 cents per share. These franking credits could support the payment of up to 20.95 cents per share of future fully franked dividends, should the Board decide to do so. SNC’s objectives are to preserve shareholder capital, deliver a positive absolute return over the medium term and to provide shareholders with a growing stream of fully franked dividends. SNC is a value investor seeking to purchase investments below its assessment of their intrinsic value. As an activist investor, SNC takes value investing one step further by aiming to influence and encourage changes that can preserve or enhance the value of its investments.
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Sandon Capital Investments Limited ABN 31 107 772 467 4 Chairman’s Letter For the year ended 30 June 2026 Chairman’s Letter (continued) Investment Performance The Directors and the Investment Manager are disappointed with the performance of the SNC Portfolio in 2026, both in absolute and relative terms. The table below illustrates the investment performance of the portfolio as measured by gross investment income, including net realised and unrealised gains, dividends and other investment income. SNC Gross Return Small Ordinaries Accumulation Index All Ordinaries Accumulation Index Full year to 30 June 2026 -14.9% +8.1% +5.7% All figures for SNC are before management fees, corporate expenses, interest, taxes. Sources; SNC, Bloomberg The largest positive contributors to performance this year were Joyce Corporation Ltd, BCI Minerals Ltd and Magellan Financial Group Ltd . The largest detractor s were QPM Energy Ltd, Fleetwood Ltd and Coventry Group Ltd. Aside from QPM Energy Ltd, discussed below, most holdings that generated unrealised losses during the period reported improved operating and financial performance. In these cases, share price declines stood in contrast to stronger underlying business fundamentals and financial results. As we have long stated, catalysts and market recognition rarely arrive on demand. That is why patience and a permanent capital base remain so important. At the time of writing, we do not have full year results for most of our investments, so any outlook comments will be limited. We will report on results, where we consider them relevant or meaningful, in future monthly reports. We discuss the past performance of some select contributors below. Joyce Corporation Ltd (JYC) Over the last 12 months, JYC was the largest contributor to performance and has continued to demonstrate the strong fundamentals of its KWB kitchen and wardrobe renovation business. The company’s strong customer service ethic and disciplined execution has seen it continue to take share in a growing market. We expect growth to continue for at least the next 5 -10 years as JYC rolls out new retail showrooms with an ultimate target of 50 (versus ~30 today). KWB’s negative working capital model – where customers pay for products and services prior to delivery – has seen strong earnings growth translate to even stronger free cash flow growth. This ensures that growth is capital light and the high dividend payout ratio can be easily funded. Despite the recent retirement of long-term KWB Managing Director, John Bourke, the 13 -month transition to newly appointed KWB CEO, Cameron Crowell, has been seamless. We look forward to Cameron driving further growth in the business and John’s continued contribution as a non-executive director. BCI Minerals Ltd (BCI) The construction of BCI’s world class Mardie Salt Project has been largely de -risked and we expect first salt on ship in the first half of CY27. With growing demand for high -quality industrial salt in Asia and limited new supply coming on stream, the outlook for the regional salt market appears very attractive. This bodes well for cash flow generation from the Mardie project. With low sustaining capex requirements, we expect strong free cash flows from Mardi e over the next 3 -5 years to fund construction of the sulphate of potash project, pay down debt and fund an inaugural dividend. Significant excess port capacity and the potential to produce additional products (e.g. pharmaceutical grade salt, bromine, magnesium) provide additional growth opportunities for BCI over the medium term.
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Sandon Capital Investments Limited ABN 31 107 772 467 5 Chairman’s Letter For the year ended 30 June 2026 Chairman’s Letter (continued) COG Financial Services Ltd (COG) COG continued to do what we want portfolio companies to do: execute sensibly, compound earnings and allocate capital with discipline. The acquisition of EasiFleet novated leasing business broadened its government contract exposure and strengthened its position ahead of major NSW and Victorian Government tenders. COG then increased its ownership of Fleet Network to 92.4%, funding the acquisition with a placement. We viewed the transaction as a sensible, low-risk way to increase exposure to an existing platform. The share price weakness during the year was frustrating, particularly given the absence of adverse company- specific news and a strong half-year result. We suspect a combination of profit-taking, macro concerns, a non- promotional management team and the lack of a positive surprises contributed. None of that changed our view of the business. COG has a capable management team, a clear strategy and good prospects for continued earnings growth. The clarification by the Federal Government of fringe benefits tax concessions for electric vehicles after balance date was important, as it provided much -needed certainty for the Novated Leasing business. COG’s share price fell ~14% over the year. Magellan Financial Group Ltd (MFG) MFG reported relatively stable A ssets Under Management with modest outflows more than offset by investment performance. The Barrenjoey merger was a different matter. The transaction had merit, but the agreed terms were disappointing. Issuing Magellan shares at $8.45 to Barrenjoey shareholders implied a valuation for Magellan’s funds management business of less than two times profit after tax. We have long argued for more proactive capital management at MFG. The failure to deal with excess capital left the company strategically exposed and, in our view, directly enabled this outcome. Disclosure was also poor, including the late disclosure of a fully franked special dividend payable to Barrenjoey shareholders prior to implementation of the merger. When we first invested in MFG, we considered the Barrenjoey stake was materially undervalued by the market (as was the core asset management business). While we were disappointed with the pricing, we consider the merged entity has tremendous prospects for future growth in shareholder value. All things considered, the business is now in a far better position than before we began our engagement campaign back in 2023. QPM Energy For much of the year, QPM appeared to be making real progress toward delivery of the Isaac Power Station (IPS). The upsized share purchase plan, NAIF due diligence, Macquarie turbine lease facility and Powerlink connection agreement were all important steps toward delivery of IPS. The company then announced an oversubscribed placement and a convertible note term sheet, which appeared to move the project closer to being fully funded. The development case strengthened further when QPM received key development and environmental approvals, significantly upgraded Moranbah gas reserves and resources, and secured NAIF approval for a loan facility of up to $72 million. At that point, our expectation was that financing could be completed and construction could proceed. That changed abruptly after year end when QPM’s directors place d the company into administration. At 30 June 2026, the position represented 2.1% of the portfolio and during July, we wrote it down to nil. At this time, we have no further information to report.
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Sandon Capital Investments Limited ABN 31 107 772 467 6 Chairman’s Letter For the year ended 30 June 2026 Chairman’s Letter (continued) Fleetwood Ltd (FWD) At the start of FY26, Fleetwood looked well placed for another year of earnings, cash flow and dividend growth: Searipple was operating near capacity, Building Solutions was showing the benefits of simpler systems and more repeatable work, and the balance sheet was strong. A CEO change in late 2025, which disappointed some investors, saw the share price decline sharply. The task for the board and new CEO was straightforward: optimise the company’s portfolio of businesses, restore equity market confidence and communicate the value in the business more effectively. Whilst the half-year result was the strongest for many years, with Community Solutions perform ing very strongly, the Building Solutions segment was held back by ongoing issues in its NSW facility and the timing of Queensland revenue s. In late June 2026, Fleetwood announced it would sell RV Solutions and close down the loss -making NSW manufacturing facility. This would leave it a much simpler and more profitable company. In mid -July 2026, Fleetwood announced the acquisition of Red Dog village, a large transient worker accommodation facility in Karratha for what appears to be a very attractive price. With a buy -back, a 100% NPAT dividend payout ratio, potential non-core asset sales and a very strong net cash position, Fleetwood still has meaningful capital management capacity. At the time of writing, the FWD share price has increased by ~70% from the lows of $1.43 plumbed in late June. Coventry Group Ltd (CYG) Coventry’s half-year update was weaker than we had hoped, with modest sales growth more than offset by margin compression, investment in new branches and the one -off impact of relocating the largest Fluid business branch . The more important development was the announcement of a strategic review, which followed unsolicited approaches for individual business units. While that was a welcome and much -needed move, nothing has yet come of it. Outlook Last year we wrote of the effects falling interest rates and inflation were expected to have on our economy. Some investors were concerned for the prospects of a recession. We cautioned that our economy is nuanced and that some sectors would remain strong. We also wrote about uncertainty and volatility in geopolitics. The performance (and composition) of the portfolio continues to reflect these views. Unfortunately, that optimism was misplaced, as by the end of September 2025, interest rate expectations had turned. This precipitated a sell -off in equity markets, particularly in smaller companies , as many investors anticipated weaker company earnings. Based on announcements to date, we expect much of our portfolio will report improved underlying earnings. Rising official interest rates provide some headwinds, both in economic terms and valuation terms. Once again, we remind shareholders of the inverse relationship between price and yield. In other words, when interest rates go down (up), asset values rise (fall), all other things being equal. This simple heuristic (or mental shortcut) can be very useful. However, these shortcuts can also lead investors astray, if used too simplistically. When US/Iran hostilities commenced in February 2026, the share price volatility we had witnessed simply increased. Despite this, we consider the effects of this conflict have so far been quite muted, given what has occurred. We see this uncertainty and volatility as creating opportunity. We will continue to apply our investment approach diligently and consistently. We will continue to sceptically consider heuristic indications. This approach is expected to continue to uncover attractive investment opportunities. While returns from the investments we make are unlikely to occur in a smooth, linear fashion, we believe our approach is well placed to deliver sound medium- to long-term returns.
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Sandon Capital Investments Limited ABN 31 107 772 467 7 Chairman’s Letter For the year ended 30 June 2026 Chairman’s Letter (continued) In the meantime, SNC has built solid reserves of profits and franking, allowing Directors, should they consider it prudent, to continue to pay fully franked dividends of at least 5.63 cents per share per annum for some time. On behalf of the Board, I would like to thank fellow shareholders for their continued support throughout the 2026 financial year. We look forward to reporting to you on our progress in 2027. Yours sincerely, Gabriel Radzyminski Chairman 26 August 2026
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Sandon Capital Investments Limited ABN 31 107 772 467 8 Directors’ Report For the year ended 30 June 2026 The Directors of Sandon Capital Investments Limited (“SNC” or “the Company”) present their report together with the financial statements of the Company for the year ended 30 June 2026. Sandon Capital Investments Limited is a company limited by shares and is incorporated in Australia. Directors The Directors of the Company during the year and up to the date of this report (unless stated otherwise) were: Gabriel Radzyminski – Non-Executive Chairman (Non-independent) Peter Velez – Independent Non-Executive Director Jacqueline Sullivan – Independent Non-Executive Director Kirsten Hannan – Independent Non-Executive Director (Appointed 20 February 2026) Company Secretary Sushma Kejriwal (Appointed 9 April 2026) Mark Licciardo (Resigned 9 April 2026) Principal activities The Company’s principal activity is investing for profit. It is a listed investment company whose assets are managed by an external investment manager, Sandon Capital Pty Ltd (“Sandon Capital” or “the Manager”). Sandon Capital is an activist value manager. It seeks to buy investments at prices the Manager considers are below their intrinsic value. It looks for investments with high levels of tangible assets, marketable securities or cash, although investments may not always have these characteristics . The Manager deploys a range of activist strategies aimed at realising the intrinsic value of those investments . The Manager may also take advantage of other market opportunities, including but not limited to taking short positions, where it considers there are reasonable prospects for a satisfactory return. The Company’s prospects for future financial years will depend primarily on the performance of its investment portfolio, the availability of attractive investment opportunities, market conditions, interest rates, the Manager’s ability to identify and realise value, and the Company’s capacity to maintain profit reserves and franking credits to support dividends. The Board and Manager continue to seek to preserve shareholder capital, deliver positive absolute returns over the medium term and provide sharehold ers with a regular stream of fully franked dividends, subject to available profits, franking credits and prudent business practice. The material business risks faced by the Company include investment market risk, concentration risk, liquidity risk, valuation risk in relation to unlisted or less liquid investments, counterparty and credit risk, interest rate risk, gearing and refinancin g risk associated with the Company’s unsecured notes, risks arising from short positions, reliance on the Manager and key personnel, and regulatory and tax risks. These risks may affect the value of the Company’s assets, investment income, profitability, NTA per share and the Company’s ability to pay dividends. The Company may invest in cash, term deposits, unlisted and listed securities and debt instruments. During the period, the Company ’s net assets have decreased from $ 133,963,695 as at 30 June 2025 to $115,237,988 as at 30 June 2026. Operating Results and Financial Position Net loss before tax was $ 26,289,298 (2025: Profit of $30,530,583). The Company had net realised gains of $4,092,816 (2025: $2,907,367) and unrealised losses in the value of the investment portfolio of $ 31,093,410 (2025: Gain of $19,055,618). Other revenue, including dividends , interest and distributions, was $ 6,988,380 (2025: $15,121,334). Together these represented a total investment loss of $20,012,214 (2025: Income of $37,084,319). Please refer to the Chairman’s letter for more details on the investment performance of the Company’s portfolio. The Company's net loss after tax for the year was $17,907,903 (2025: Profit $24,651,546). The Company paid fully franked dividends totalling 5.63 cents per share during the year. Cash and cash equivalent holdings increased from $641,110 to $6,885,124 at year end.
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Sandon Capital Investments Limited ABN 31 107 772 467 9 Directors’ Report For the year ended 30 June 2026 Directors’ Report (continued) Net Tangible Assets (“NTA”) before tax as at 30 June 2026 was $0.7265 per share (2025: $0.9598). The NTA after tax was $0.7419 per share (2025: $0.9197). These figures are after the payment of fully franked dividends of 5.63 cents per share during the period. The return to shareholders (the change in the NTA before tax per share plus dividends pai d and franking credits) was a negative return of 16.5% (2025: positive 28.2%) for the year. Significant changes in state of affairs There was no significant change in the state of affairs of the Company during the year ended 30 June 2026. Dividends Dividends paid during the financial year were as follows: 2026 2025 $ $ Fully franked final dividend for the year ended 30 June 2024 of 2.75 cents per ordinary share paid 7 November 2024. - 3,922,143 Fully franked dividend for the quarter ended 31 December 2024 of 1.4 cents per ordinary share paid 7 March 2025. - 2,018,656 Fully franked dividend for the quarter ended 31 March 2025 of 1.4 cents per ordinary share paid 6 June 2025. - 2,025,995 Fully franked dividend for the quarter ended 30 September 2025 of 1.4 cents per ordinary share paid 5 September 2025 2,033,398 - Fully franked dividend of 0.47 cents per share for the month ended 31 October 2025 paid 31 October 2025 684,968 - Fully franked dividend of 0.47 cents per share for the month ended 30 November 2025 paid 28 November 2025 685,699 - Fully franked dividend of 0.47 cents per share for the month ended 31 December 2025 paid 31 December 2025 686,441 - Fully franked dividend of 0.47 cents per share for the month ended 31 January 2026 paid 30 January 2026 687,245 - Fully franked dividend of 0.47 cents per share for the month ended 28 February 2026 paid 27 February 2026 688,026 - Fully franked dividend of 0.47 cents per share for the month ended 31 March 2026 paid 31 March 2026 688,838 - Fully franked dividend of 0.47 cents per share for the month ended 30 April 2026 paid 30 April 2026 689,767 - Fully franked dividend of 0.47 cents per share for the month ended 31 May 2026 paid 29 May 2026 726,124 - Fully franked dividend of 0.47 cents per share for the month ended 30 June 2026 paid 30 June 2026 727,052 - 8,297,558 7,966,794 The Dividend Reinvestment Plan (“DRP”) applied to all dividends.
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Sandon Capital Investments Limited ABN 31 107 772 467 10 Directors’ Report For the year ended 30 June 2026 Directors’ Report (continued) The Company's dividend policy is to pay a regular and growing stream of fully franked dividends to shareholders, provided that the company has sufficient profit reserves, franking credits and it is within prudent business practice. The Company's ability to generate franking credits is dependent upon the receipt of franked dividends from investments and the payment of tax on realised gains. On 31 October 2025, the Company commenced paying monthly dividends. New Shares issued The Company issued 2,123,395 new shares pursuant to the DRP. During the period, the Company issued 3,504,099 fully paid shares upon raising $2,671,875 from an institutional placement . A further 4,031,046 fully paid SNC shares were issued upon raising $3,073,673 from a Share Purchase Plan (SPP). Together this brings the total number of shares on issue to 154,901,244 at the end of the reporting period. Events occurring after the reporting period (a) Dividends declared Subsequent to the end of the period, the following dividends have been declared: Month Dividend (Cents per share) Ex Date Record Date Payment Date July 2026 0.47 13 July 2026 14 July 2026 31 July 2026 August 2026 0.47 12 August 2026 13 August 2026 31 August 2026 September 2026* 0.47 11 September 2026 14 September 2026 30 September 2026 *The September 2026 dividend has not been declared and is based on guidance announcement on 5 June 2026. The DRP will apply to these dividends and there will be no discount for the DRP. The dividends are fully franked at 25% and have not been recognised as a liability at year end. (b) Unsecured Notes On 25 May 2026, the Company announced a Restructure Proposal for the Unsecured Notes (SNCHA) paying interest of 4.8% per annum which were due to mature on 10 July 2026 and a conditional placement that could raise up to $10,000,000 from the issue of new SNCHA notes at a fixed price of $100 per note to wholesale investors. The placement was conditional on Noteholders approving the Restructure Proposal. On 27 May 2026, the Company released the Notice of Meeting for an Extraordinary General Meeting of Noteholders on 19 June 2026 to consider the Restructure Proposal. The Restructure Proposal: • allowed existing Noteholders to choose whether to redeem some or all of their Notes or continue under the revised terms • allowed continuing Noteholders to extend their investments until up to 10 July 2030 at a new fixed interest rate of 8.5% per annum, compared to the current rate of 4.8% per annum • provided continued Noteholders with interest that will be paid monthly, compared to semi-annually at present • provided an early redemption option at the Company’s discretion at any time after 10 July 2028 • maintained a key existing Noteholder protection where the interest rate increases by 2% per annum for any period in which the Company’s Loan to Asset ratio exceeds 33.3% measured over the preceding six-month period. On 19 June 2026, the Noteholders approved the Restructure Proposal at the Extraordinary General Meeting of Noteholders. This approval satisfied the sole condition on the Conditional Placement. As a result, 67,775 notes or $6,777,500 placement subscription was classified as Unissued unsecured notes, pending the issue of the Notes on 1 July 2026. As at 30 June 2026, Noteholders representing 29,814 notes or $2,981,400 had submitted redemption requests. These Notes were redeemed on 10 July 2026. As at 10 July 2026, the Company had a total of 328,539 unsecured notes on issue.
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Sandon Capital Investments Limited ABN 31 107 772 467 11 Directors’ Report For the year ended 30 June 2026 Directors’ Report (continued) Events occurring after the reporting period (continued) (c) QPM Energy Ltd On 7 July 2026, it was announced on the ASX that McGrathNicol had been appointed as Voluntary Administrators of QPM Energy Ltd (“ QPM”) and its controlled entities. On the same day , the shares of QPM were suspended and the Manager determined to value QPM at nil. No other matter or circumstance has arisen since 30 June 202 6 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years. Future Developments, Prospects and Business Strategies The Company will continue to selectively invest in cash, term deposits, unlisted and listed securities and debt instruments that the Manager considers offer the prospect for attractive risk -adjusted returns . Refer to the Chairman’s Letter for further information. Environmental regulations The operations of the Company are not subject to any environmental regulations under a Commonwealth, State or Territory law of Australia. Information on Directors Gabriel Radzyminski BA (Hons), MCom (Non-Executive Chairman) Experience Gabriel is the founder and Managing Director of Sandon Capital Pty Ltd, a boutique investment management firm. He is the chief investment officer of funds managed by Sandon Capital Pty Ltd. Gabriel has been involved in the financial services sector for more than 2 7 years. Gabriel holds a Bachelor of Arts (Hons) and a Master of Commerce from the University of New South Wales. Gabriel Radzyminski has been the Chairman of the Company since October 2013. Other current listed company directorships Gabriel Ra dzyminski is a Director of Future Generation Australia Limited (ASX: FGX) (appointed October 2013). Former directorships in the last 3 years Gabriel Radzyminski has not resigned as a Director from any other listed companies in the last three years. Special responsibilities Chairman of the Board. Interests in shares of the Company Details of Gabriel Radzyminski’s interests in shares of the Company are included later in this report. Interests in contracts Details of Gabriel Radzyminski’s interests in contracts of the Company are included later in this report.
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Sandon Capital Investments Limited ABN 31 107 772 467 12 Directors’ Report For the year ended 30 June 2026 Directors’ Report (continued) Information on Directors (continued) Peter Velez LLB MA MSc (Independent Non‑Executive Director) Experience Until 2023, Peter was a corporate lawyer specialising in equity capital markets, mergers and acquisitions and funds management. Peter also advised extensively on activist corporate activity, ASX compliance and corporate governance. Peter has been a practising lawyer since 1989 having worked at the national firm Freehill Hollingdale and Page, Sydney boutique corporate firm Watson Mangioni from 1995 to 2016 and with OB Law from 2016 to 2022. He played a key role in the development of externally-managed listed investment companies (LIC) having been involved in the IPO of over 25 LICs. Peter Velez has been a Director of the Company since May 2017. Other current listed company directorships Peter Velez does not hold any other directorships. Former directorships in the last 3 years Peter Velez has not resigned as a Director from any other listed companies in the last three years. Special responsibilities Peter Velez is a member of the Audit and Risk Committee. Interests in shares of the Company Details of Peter Velez’s interests in shares of the Company are included later in this report. Interests in contracts Peter Velez has no interests in contracts of the Company. Jacqueline Sullivan BSc, MBA, Grad Dip (App Fin), GAICD (Independent Non‑Executive Director) Experience Jacqueline is an experienced fund s management executive, having gained experience in senior executive roles at AMP Capital, both in Australia and overseas. Her executive experience culminated with 7 years as Managing Director, Global Distribution for AMP Capital. Since then, Jacqueline has engaged in advisory work. Jacqueline Sullivan has been a Director of the Company since December 2021. Other current listed company directorships Jacqueline Sullivan is a director of WAM Microcap Ltd (ASX: WMI) (appointed May 2017). Former directorships in the last 3 years Jacqueline Sullivan has not resigned as a Director from any other listed companies in the last three years. Special responsibilities Jacqueline Sullivan is Chair of the Audit and Risk Committee. Interests in shares of the Company Jacqueline Sullivan has no interest in shares of the Company. Interests in contracts Jacqueline Sullivan has no interests in contracts of the Company.
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Sandon Capital Investments Limited ABN 31 107 772 467 13 Directors’ Report For the year ended 30 June 2026 Directors’ Report (continued) Information on Directors (continued) Kirsten Hannan GAICD (Independent Non‑Executive Director) Appointed 20 February 2026 Experience Kirsten has extensive executive experience gained over more than 25 years at Macquarie Group Ltd including senior roles within both Macquarie Asset Management and Macquarie Capital and served as a nominee director on the board of investee companies. Kirsten has strong capabilities in finance, investments, mergers and acquisitions, corporate strategy and risk management. Kirsten Hannan has been a Director of the Company since February 2026. Other current listed company directorships Kirsten Hannan does not hold a directorship in any other listed company. Former directorships in the last 3 years Kirsten Hannan has not resigned as a Director from any other listed companies in the last three years. Special responsibilities Kirsten Hannan is a member of the Audit and Risk Committee. Interests in shares of the Company Details of Kirsten Hannan’s interests in shares of the Company are included later in this report. Interests in contracts Kirsten Hannan has no interests in contracts of the Company. Sushma Kejriwal FGIA, FICSA (Company Secretary) Appointed 9 April 2026 Ms Sushma Kejriwal is a Corporate Governance Manager at Acclime Australia, managing a portfolio of listed and unlisted clients. She has extensive experience for more than 15 years both in Australia and India, in corporate secretarial services including ASX and ASIC compliance, corporate restructuring, implementation of corporate governance practices and providing secretariat support to Board and Board Committees. Ms Kejriwal holds a master’s degree in business law and bachelor’s degree in commerce.
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Sandon Capital Investments Limited ABN 31 107 772 467 14 Directors’ Report For the year ended 30 June 2026 Directors’ Report (continued) Information on Directors (continued) Meetings of directors The number of meetings of the Company’s Board of Directors and of each Board committee held during the year ended 30 June 2026, and the number of meetings attended by each director were: Director’s Meetings Audit & Risk Committee Meetings Number of Eligible to Attend Number Attended Number Eligible to Attend Number Attended Gabriel Radzyminski 9 9 0 2* Peter Velez 9 9 2 2 Jacqueline Sullivan 9 9 2 2 Kirsten Hannan 6 6 0 0 Total Meetings Held 9 9 2 2 * In attendance ex-officio Remuneration Report (Audited) The Company has no employees or key management personnel (“ KMP”), other than the Chairman and the three Directors. The Company Secretary is remunerated under a service agreement with Acclime Australia. Nature and amounts of remuneration On 31 October 2019, Shareholders approved an increase to the maximum total remuneration of the Directors from $85,000 per annum to $ 125,000 per annum to be divided among the Directors, in such proportions as they agree having regard to their duties and responsibilities in their role as director . Additional remuneration may be paid in accordance with the Company’s Constitution. The remuneration of the Directors is not linked to the performance of the Company. Please refer to Other transactions with KMP section of this Remuneration Report for further details. The Company has not made any other guarantee s or secured directly or indirectly any loans to key management personnel or their related entities during the year. Names and positions held of key management personnel in office as at the end of the financial year are: Key Management Person Gabriel Radzyminski Non-Executive Chairman (Non-independent) Peter Velez Independent Non-Executive Director Jacqueline Sullivan Independent Non-Executive Director Kirsten Hannan Independent Non-Executive Director (Appointed 20 February 2026)
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Sandon Capital Investments Limited ABN 31 107 772 467 15 Directors’ Report For the year ended 30 June 2026 Directors’ Report (continued) Remuneration report (Audited) (continued) Nature and amounts of remuneration (continued) Details of the remuneration of the Directors and key management personnel of the Company (as defined in AASB 124 Related Party Disclosures) are set out in the following tables: Short term employee benefits cash salary and fees Post- employment benefits superannuation Total $ $ $ June 2026 Gabriel Radzyminski 9,132 1,097 10,229 Peter Velez 27,027 3,243 30,270 Jacqueline Sullivan 27,027 3,243 30,270 Kirsten Hannan 9,675 1,161 10,836 72,861 8,744 81,605 June 2025 Gabriel Radzyminski 9,132 1,050 10,182 Peter Velez 27,027 3,108 30,135 Jacqueline Sullivan 27,027 3,108 30,135 63,186 7,266 70,452 The number of shares held directly, indirectly, or beneficially by Directors, or by entities associated with them for period ending 30 June 2026, were: Balance at 1 July 2025 Net acquisition Balance at 30 June 2026 Balance at 26 August 2026 No. No. No. No. Shares Gabriel Radzyminski 2,311,253 333,763 2,645,016 2,656,693 ^ Peter Velez 138,080 49,200 187,280 188,539 Jacqueline Sullivan - - - - Kirsten Hannan - 48,922 48,922 49,251 2,449,333 431,885 2,881,218 2,894,483 ^includes indirect holdings. The number of Unsecured notes held directly, indirectly, or beneficially by Directors, or by entities associated with them for period ending 30 June 2026, were: Balance at 1 July 2025 Net acquisition Balance at 30 June 2026 Balance at 26 August 2026 No. No. No. No. Unsecured notes Gabriel Radzyminski 900 - 900 900 ^ Peter Velez - - - - Jacqueline Sullivan - - - - Kirsten Hannan - - - - 900 - 900 900 ^includes indirect holdings. Options No options were held directly, indirectly, or beneficially by Directors.
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Sandon Capital Investments Limited ABN 31 107 772 467 16 Directors’ Report For the year ended 30 June 2026 Directors’ Report (continued) Remuneration report (Audited) (continued) Other transactions with KMP Directors’ Interests a) Investment management agreement The Company and the Manager entered into a management agreement dated 13 December 2013. A Director of the Company, Gabriel Radzyminski, is also a Director of the Manager. The Manager is permitted to undertake investments that fall within the Company’s investment strategy on behalf of the Company and without the approval of the Company’ s Directors. Investments that are outside the Company’s investment strategy will require Board approval. In circumstances where Board approval is required, the Manager will provide the Board with details of the relevant investment opportunity. The Board wi ll review the information and will either give or withhold the approval required for the Company to make that investment. Assuming that the Board approves the investment, the Manager will then execute the investment on behalf of the Company. The initial term of the management agreement was 10 years and at the expiration of the initial term, the agreement was automatically extended for a further 5 years. Neither the Company, nor the Manager, may terminate the Management Agreement upon the occurrence of a change of control event in respect of either party. b) Management and performance fees The Manager is entitled to be paid a monthly management fee equal to 0.1042% (plus GST) of the gross value of the Portfolio calculated on the last business day of each month. The Management fee is 1.25% per annum (plus GST). The Manager is also entitled to receive a performance fee calculated as a percentage of the increase in the value of the Portfolio for each performance period. The performance fee is equal to 20% ( plus GST) of the amount (if any) of portfolio over -performance (amount by which the increase in the value of the portfolio exceeds the benchmark performance) during the performance calculation period, subject to a high-water mark. The performance calculation period is the commencement date to the earlier of termination and 30 June of the next calendar year or the period from the first day after the preceding performance calculation period to 30 June of the next calendar year. The benchmark performance is the value of the Portfolio ca lculated on the last date of the performance calculation period in relation to which the Manager was last entitled to be paid a performance fee indexed by the average of each 1-month Bank Bill Swap Reference Rate published on the first day of each month across the month since the Manager was last entitled to a performance fee. June 2026 June 2025 $ $ Management fees (inclusive of GST) * 2,255,282 2,249,119 Performance fees (inclusive of GST) * - 691,083 2,255,282 2,940,202 * The difference between the amount disclosed above and the Statement of Profit and Loss and Other Comprehensive Income are the GST reduced input tax credits claimable. At 30 June 2026, $174,349 inclusive of GST remains payable by the Company to the Manager (2025: $886,449 inclusive of GST).
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Sandon Capital Investments Limited ABN 31 107 772 467 17 Directors’ Report For the year ended 30 June 2026 Directors’ Report (continued) Remuneration report (Audited) (continued) Directors’ Interests (continued) c) Accounting fee The Manager also receives a monthly fee in return for providing accounting and administration services to the Company. June 2026 June 2025 $ $ Accounting fees (inclusive of GST) * 245,977 245,353 245,977 245,353 * The difference between the amount disclosed above and the Statement of Profit and Loss and Other Comprehensive Income is the accounting software charged by a third-party service provider. d) Consulting fee The Manager also receive d a one-off consulting fee in return for providing services to the Company which were not covered by the existing Investment management agreement. These services related to the restructure of the Unsecured Notes. June 2026 June 2025 $ $ Consulting fees to the Manager (GST inclusive) 165,000 - 165,000 - This is the end of the Remuneration Report (Audited). Options There were no options granted over unissued fully paid shares in the Company during or since the end of the financial year. Shares under option No unissued shares or options of the Company were outstanding at the date of this report. Shares issued on the exercise of options No ordinary shares of the Company were issued during the year ended 30 Ju ne 2026 and up to the date of this report on the exercise of options Indemnification and insurance of Officers, Directors and Auditors During or since the end of the financial year, the Company has given an indemnity or entered into an agreement to indemnify or paid or agreed to pay insurance premiums. The Company has paid premiums to insure each of the Directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director of the Company, other than conduct involving a wilful breach of duty in relation to the Company or the improper use by the Directors of their position. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. No indemnities have been given or insurance premiums paid during or since the end of the financial year, for any person who is or has been an auditor of the Company. Investment transactions The total number of contract notes that were issued for transactions in securities during the financial year was 346 (2025: 330). Each contract note could involve multiple transactions. The total brokerage paid on these contract notes was $67,545 (2025: $105,163).
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Sandon Capital Investments Limited ABN 31 107 772 467 18 Directors’ Report For the year ended 30 June 2026 Directors’ Report (continued) Non-Audit Services The Board of Directors, in accordance with advice from the Audit & Risk Committee, is satisfied that the provision of non -audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. Details of the amounts paid or payable to the auditor for audit services during the year are disclosed in Note 6 Remuneration of auditors. The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the company group are important . The Directors are satisfied that the services disclosed in Note 6 did not compromise the external auditor’s independence for the following reasons: • All non -audit services are reviewed and approved by the Audit and Risk Committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and • The nature of the services provided do not compromise the general principles relating to auditor independence in accordance with the APES 110: Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Profession and Ethical Standards Board. Rounding of amounts In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 20 26/183, the amounts in the Directors’ report and in the financial report have been rounded to the nearest dollar unless otherwise specified. 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 on page 19. This report is made in accordance with a resolution of the Board of Directors. On behalf of the Directors, Gabriel Radzyminski Chairman Sydney 26 August 2026
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Pitcher Partners Sydney ABN 17 795 780 962 Level 16, Tower 2 Darling Park 201 Sussex Street Sydney NSW 2000 Postal address GPO Box 1615 Sydney NSW 2001 +61 2 9221 2099 sydneypartners@pitcher.com.au pitcher.com.au Pitcher Partners is an association of independent firms. Pitcher Partners Sydney ABN 17 795 780 962. Liability limited by a scheme approved under Professional Standards Legislation. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities. Adelaide | Brisbane | Melbourne | Newcastle | Perth | Sydney Auditor’s Independence Declaration To the Directors of Sandon Capital Investments Limited ABN 31 107 772 467 In accordance with section 307C of the Corporations Act 2001 , I declare to the best of my knowledge and belief in relation to the audit of the financial report of Sandon Capital Investments Limited for the year ended 30 June 2026, there have been: i. no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and ii. no contraventions of the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) in relation to the audit. Richard King Partner Pitcher Partners Sydney 26 August 2026
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Sandon Capital Investments Limited ABN 31 107 772 467 20 Statement of Profit and Loss and Other Comprehensive Income For the year ended 30 June 2026 Note June 2026 June 2025 $ $ Net realised gain on financial assets 3(a) 4,092,816 2,907,367 Net unrealised (loss)/gain on financial assets 3(b) (31,093,410) 19,055,618 Other revenue from operating activities 3(c) 6,988,380 15,121,334 Total investment (loss)/income (20,012,214) 37,084,319 Management fees 20 (2,101,513) (2,095,770) Performance fees 20 - (643,964) Directors' fees 19 (81,605) (70,452) Company secretarial fees (45,883) (44,258) Finance costs 4 (2,600,978) (2,333,505) Brokerage expense (67,545) (105,163) Custody fees (22,617) (21,232) ASX listing and CHESS fees (97,211) (100,220) Share registry fees (149,814) (133,305) Accounting fees (249,502) (248,638) Audit fees 6 (131,934) (104,086) Taxation fees (263,476) (295,719) Legal fees (70,524) (45,517) Other operating expenses (394,482) (311,907) Total expenses (6,277,084) (6,553,736) (Loss)/Profit before income tax (26,289,298) 30,530,583 Income tax benefit/(expense) 5 8,381,395 (5,879,037) (Loss)/Profit after income tax attributable to members of the Company (17,907,903) 24,651,546 Other comprehensive income for the year - - Total Comprehensive (Loss)/income for the year (17,907,903) 24,651,546 Basic and diluted (loss)/earnings per share (cents per share) 8 (12.15) 17.14 The accompanying notes form part of these financial statements.
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Sandon Capital Investments Limited ABN 31 107 772 467 21 Statement of Financial Position As at 30 June 2026 Note June 2026 June 2025 $ $ Assets Cash and cash equivalents 9 6,885,124 641,110 Trade and other receivables 10 387,326 563,033 Prepayments 411,128 68,796 Financial assets at fair value through profit or loss 14 147,681,026 178,054,074 Funding to subsidiary 11 640,000 790,000 Deferred tax assets 5 2,376,933 98,369 Total assets 158,381,537 180,215,382 Liabilities Trade and other payables 13 866,468 1,756,734 Unsecured notes 17 28,910,829 28,306,442 Financial liabilities at fair value through profit or loss 16 4,303,849 2,181,435 Current tax liability 16,195 301,187 Other financial liabilities at amortised costs 15 2,268,708 7,790,068 Unissued unsecured notes 17 6,777,500 - Deferred tax liabilities 5 - 5,915,821 Total liabilities 43,143,549 46,251,687 Net assets 115,237,988 133,963,695 Equity Issued capital 12 144,235,987 136,756,233 Profit reserve 62,091,190 59,223,910 Accumulated losses (91,089,189) (62,016,448) Total equity 115,237,988 133,963,695 The accompanying notes form part of these financial statements.
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Sandon Capital Investments Limited ABN 31 107 772 467 22 Statement of Changes in Equity As at 30 June 2026 Note Issued capital Profit reserve Accumulated losses Total equity $ $ $ $ Balance at 1 July 2024 134,645,945 41,350,828 (60,828,118) 115,168,655 Profit after income tax attributable to members of the Company - - 24,651,546 24,651,546 Other comprehensive income for the year - - - Total comprehensive income for the year - - 24,651,546 24,651,546 Transfer to profit reserve - 25,839,876 (25,839,876) - Transactions with owners: Shares issued via dividend reinvestment plan 12 2,110,288 - - 2,110,288 Dividends provided or paid 7(a) - (7,966,794) - (7,966,794) Balance at 30 June 2025 136,756,233 59,223,910 (62,016,448) 133,963,695 Balance at 1 July 2025 136,756,233 59,223,910 (62,016,448) 133,963,695 Loss after income tax attributable to members of the Company - - (17,907,903) (17,907,903) Other comprehensive income for the year - - - - Total comprehensive (loss)/income for the year - - (17,907,903) (17,907,903) Transfer to profit reserve - 11,164,838 (11,164,838) - Transactions with owners: Shares issued via dividend reinvestment plan 12 1,809,818 - - 1,809,818 Shares issued via placement 12 2,671,875 - - 2,671,875 Shares issued via share purchase plan 12 3,073,673 - - 3,073,673 Dividends provided or paid 7(a) - (8,297,558) - (8,297,558) Cost of raising capital net of tax 12 (75,612) - - (75,612) Balance at 30 June 2026 144,235,987 62,091,190 (91,089,189) 115,237,988 The accompanying notes form part of these financial statements.
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Sandon Capital Investments Limited ABN 31 107 772 467 23 Statement of Cash Flows For the year ending 30 June 2026 Notes June 2026 June 2025 $ $ Cash flows from operating activities Proceeds from sale of investments 25,618,214 23,386,544 Payments for investments (24,798,733) (40,105,351) Dividends and capital return received 11,609,532 14,706,906 Interest received 322,626 473,007 Income tax payments (241,324) (105,260) Management fees (inclusive of GST) (2,276,299) (2,219,339) Performance fees (inclusive of GST) (691,083) - Brokerage expense (inclusive of GST) (72,487) (112,858) Payment of other operating expenses (inclusive of GST) (2,194,736) (1,569,087) Net cash provided by/(used in) operating activities 21 7,275,710 (5,545,438) Cash flows from financing activities Dividends paid net of re-investment (6,487,740) (5,856,510) Proceeds from the issue of shares 5,669,936 - Proceeds from the issue of unsecured notes 6,777,500 - Interest payment on unsecured notes (1,620,032) (1,394,776) Repayment/(advance) of loan to subsidiary 150,000 (590,000) Net cash provided by/(used in) financing activities 4,489,664 (7,841,286) Net increase/(decrease) in cash and cash equivalents 11,765,374 (13,386,724) Cash and cash equivalents at the beginning of the year (7,148,958) 6,237,766 Cash and cash equivalents at end of the year 9(a) 4,616,416 (7,148,958) The accompanying notes form part of these financial statements.
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Sandon Capital Investments Limited ABN 31 107 772 467 24 Notes to the Financial Statements For the year ended 30 June 2026 1. Basis of preparation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Company is a for-profit entity for financial reporting purposes under Australian Accounting Standards. The Company is a listed public company, incorporated and domiciled in Australia. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies are included in Note 2 or throughout the notes are adopted in the preparation of this financial report form part of the notes and have been consistently applied, unless otherwise stated. The financial report was approved for release by the Board of Directors on 26 August 2026. Except for cashflow information, the financial report has been prepared on an accrual basis . All amounts are presented in Australian dollars. It is considered that the information needs for a company of this type are better met by presenting the Statement of Financial Position on a liquidity basis. All balances are expected to be recovered or settled within 12 months, except for financial assets at fair value through profit or loss, financial liabilities at amortised costs, unsecured notes, and the deferred tax balances. The Company manages financial assets at fair value through profit or loss based on the economic circumstances at any given point in time, as well as to meet liquidity requirements. As such, it is expected that a portion of the investment portfolio will be realised within 12 months, however, an estimate of that amount cannot be reliably determined as at reporting date. Key judgements and accounting estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. Estimates assume a reasonable expectation of future events and are based on current trends and economic data. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within the notes below. (a) Unsecured notes The Directors have considered the application of AASB 9 Financial Instruments relating to the Unsecured Notes that requires the classification and measurement of financial liabilities when an existing financial liability has been modified. Due to the significant changes to the Unsecured Note terms, the Directors have determined the modification to be substantial after considering both quantitative and qualitative factors. Refer to Note 17 Unsecured Notes for further details. (b) Investment entity The Directors have determined that the Company meets the definition of an investment entity under AASB 10 Consolidated Financial Statements hence as an investment entity it shall not consolidate its subsidiary or apply AASB 3 when it obtains control of another entity. Instead, an investment entity shall measure an investment in a subsidiary at fair value through profit and loss in accordance with AASB 9. The interests in unconsolidated subsidiaries are presented below. Name of subsidiary Principal place of business Country of incorporation Percentage of share capital held 2026 2025 Ask Funding Pty Ltd (“ASK”) Australia Australia 100% 100% Richfield International Pty Ltd (“RIL”) Australia Australia 100% 100% Richfield Marine Agencies (S) Pte Ltd ("RMA”) Singapore Singapore 100% 100% Carbon Conscious Investments Ltd (“CCIL”) Australia Australia 93% 93%
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Sandon Capital Investments Limited ABN 31 107 772 467 25 Notes to the Financial Statements For the year ended 30 June 2026 2. Material accounting policy information (a) Financial instruments Recognition, Classification and Measurement Financial assets and liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments are measured at fair value. Fair value is the price the Company would receive to realise an asset or would have to pay to transfer a liability in an orderly transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the Company uses closing quoted last prices as a basis of measuring the fair value of assets and liabilities that are listed. The fair values of assets and liabilities that are not traded in an active market are det ermined using valuation techniques that maximise the use of observable market data. A range of valuation techniques are applied to determine the fair value for unlisted securities. Transaction costs related to financial instruments are expensed in the Statement of Profit and Loss and Other Comprehensive Income when incurred. The Company classifies its financial instruments into the following categories: • Financial assets or liabilities through profit or loss Financial assets or liabilities are classified at ‘fair value through profit or loss’ when they are held for trading Realised and unrealised gains and losses arising from changes in fair value are included in the Statement of Profit and Loss in the period in which they arise. This policy includes modification for financial liabilities. • Financial assets or other liabilities at amortised cost Financial assets or liabilities at amortised cost are initially recognised at fair value. Financial assets are subsequently stated at amortised cost, less any provision for impairment. Derecognition Financial assets are derecognised where the contractual rights to receipt of cash flows expire, or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are discharged, cancelled, or have expired. The difference between the carrying amount of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. Impairment The Company applies a simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for its trade receivables from initial recognition. All the trade receivables of the Company share the same credit risk characteristics. Indicators that there is no reasonable expectation of recovery include, amongst others, a failure to make contractual payments for a period of greater than 30 days past due date. The Company recognises an allowance for expected credit losses for all other financial assets subject to impairment testing on the basis of: - the lifetime expected credit losses of the financial assets, for those other receivables for which a significant increase in credit risk has been identified; and - the 12 month expected credit losses of the financial assets. for those other receivables for which no significant increase in credit risk has been identified.
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Sandon Capital Investments Limited ABN 31 107 772 467 26 Notes to the Financial Statements For the year ended 30 June 2026 2. Material accounting policy information (continued) (a) Financial instruments (continued) Impairment (continued) The Company considers a range of information when assessing whether the credit risk has increased significantly since initial recognition. These include factors such as adverse changes in financial performance or financial position of the counterparty and changes in external market indicators of credit risk. Impairment losses on financial assets and trade receivable are presented as net impairment losses within the Statement of Profit and Loss and Other Comprehensive Income . As at 30 June 202 6, there are no material expected credit losses recognised (2025: Nil). (b) Goods and Services Tax (“GST”) and other similar taxes The Company claims reduced input tax credit (RIT C) under the applicable GST regulations, which permits financial sup ply providers to claim a proportion (currently 75%) of input tax cred its for specified GST acquisitions which relate to making financial supplies. (c) New and amended accounting policies adopted There are no new standards, interpretations or amendments to existing standards that are effective for the first time for the financial year beginning 1 July 2025 that have a material impact on the Company. (d) New accounting standards and interpretations issued but not yet adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 July 2025 and have not been early adopted in preparing these financial statements. None of these are expected to have a material effect on the financial statements of the Company. (e) Rounding of amounts In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 20 26/183, the amounts in the Directors’ Report and in the financial report have been rounded to the nearest dollar unless otherwise stated. 3. Total investment income June 2026 June 2025 $ $ (a) Net realised gains on financial assets Net realised gains on financial assets 4,092,816 2,907,367 4,092,816 2,907,367 (b) Net unrealised (loss)/gains on financial assets Net unrealised (loss)/gains on financial assets (29,728,734) 16,068,660 Net unrealised (loss)/gains on subsidiaries (1,364,676) 2,986,958 (31,093,410) 19,055,618 (c) Other revenue from operating activities Dividend income 4,970,092 10,364,589 Dividend income from subsidiary 1,960,825 1,700,000 Trust distribution - 2,603,651 Interest income 57,463 453,094 6,988,380 15,121,334
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Sandon Capital Investments Limited ABN 31 107 772 467 27 Notes to the Financial Statements For the year ended 30 June 2026 4. Finance costs June 2026 June 2025 $ $ Interest paid on Unsecured notes at 4.8% 1,394,774 1,394,774 Interest accrued on Unsecured notes at 4.8% 829,645 699,517 2,224,419 2,094,291 Interest paid on Prime Broker facility 376,559 198,779 . 2,600,978 2,333,505 Refer to Note 15 for the Prime Broker facility and Note 17 for the Unsecured notes for further information. 5. Income tax Tax consolidation Controlled entities within the relevant tax consolidated group continue to be responsible under the Company’s tax funding agreement for funding their share of tax payments that are required to be made by the Company. These tax amounts are measured as if each entity within the tax consolidated group continues to be a stand-alone taxpayer in their own right. Assets or liabilities arising under tax funding agreements are recognised as amounts receivable from or payable to other entities in the tax consolidated group. Any differences between the amounts assumed and amounts receivable or payable under the tax fun ding agreements are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities. Tax (benefit)/expense composition June 2026 June 2025 $ $ Tax (benefit)/expense comprises: Increase/(decrease) in deferred tax assets 2,278,564 (40,867) Increase in deferred tax liabilities (5,915,821) (5,767,853) Current tax movement (4,683,344) 11,869,897 Under provision in prior year (60,794) (182,140) (8,381,395) 5,879,037 (a) Reconciliation of profit to income tax expense prima facie The income tax expense or benefit for the period represents the tax payable on the current period’s taxable income based on the Australian corporate income tax rate (2026: 25%, 2025: 25%) adjusted for changes in deferred tax assets and liabilities attributable to the temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and unused tax losses. June 2026 June 2025 $ $ (Loss)/ Profit from continuing operations before income tax expense (26,289,298) 30,530,583 Prima facie tax (benefit)/expense on profit from ordinary activities at 25% (2025: 25%) (6,572,325) 7,632,646 Imputation credit gross up 670,823 612,239 Franking credit offset (2,683,294) (2,448,956) Other deductible items 264,195 772,748 Other non-assessable income - (507,500) Over provision in prior year (60,794) (182,140) (8,381,395) 5,879,037 Effective tax rate 31.88% 19.26%
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Sandon Capital Investments Limited ABN 31 107 772 467 28 Notes to the Financial Statements For the year ended 30 June 2026 5. Income tax (continued) (b) Deferred tax No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or settled. Deferred tax is credited in the Statement of Profit and Loss and Other Comprehensive Income except where it relates to items that ma y be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Current tax assets and liabilities are offset when a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax asset and liab ilities are only offset where a legally enforceable right of set -off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is i ntended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. Deferred tax asset Opening balance July 2025 Under/(Over) Provision Charged to profit or loss Current year DTA/DTL Reclassification Closing balance June 2026 $ $ $ $ $ Accrued expense movements 65,821 - 85 (105,531) (39,625) Capitalised costs 32,548 - (8,840) - 23,708 Unrealised forex loss - - 5,010 - 5,010 Fair value adjustments - - 52,376 2,335,464 2,387,840 Balance 98,369 - 48,631 2,229,933 2,376,933 Deferred tax liability Accrued income movements 69,040 - (66,291) (2,749) - Prepayments 17,199 - 85,583 (102,782) - Unrealised forex loss 481 - (481) - - Fair value adjustment 5,829,101 132,827 (8,297,392) 2,335,464 - Balance 5,915,821 132,827 (8,278,581) 2,229,933 - Deferred tax asset Opening balance July 2024 Under/(over) Provision Charged to profit or loss Closing balance June 2025 $ $ $ $ Accrued expense movements 70,501 (5,001) 321 65,821 Tax losses recognised - 13,200 (13,200) - Capitalised costs 142,017 (81,481) (27,988) 32,548 Unrealised forex loss 994 (994) - - Balance 213,512 (74,276) (40,867) 98,369
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Sandon Capital Investments Limited ABN 31 107 772 467 29 Notes to the Financial Statements For the year ended 30 June 2026 5. Income tax (continued) (b) Deferred tax (continued) Deferred tax liability Opening balance July 2024 Under/(over) Provision Charged to profit or loss Closing balance June 2025 $ $ $ $ Accrued income movements 82,466 (2,463) (10,963) 69,040 Prepayments 20,656 2,463 (5,920) 17,199 Unrealised forex loss - - 481 481 Fair value adjustment 282,691 (237,845) 5,784,255 5,829,101 Balance 385,813 (237,845) 5,767,853 5,915,821 The effective tax rate reflects the benefit to the Company of franking credits received on dividend income . 6. Remuneration of auditors During the year the following fees were paid or payable for services provided by the auditor and its related practices: June 2026 June 2025 $ $ Audit and review of financial reports (Pitcher Partners Sydney) (inclusive of GST) 131,934 104,086 131,934 104,086
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Sandon Capital Investments Limited ABN 31 107 772 467 30 Notes to the Financial Statements For the year ended 30 June 2026 7. Dividends (a) Dividends paid or declared during the year The following dividends were paid or provided for during the year: Amount per security (cents) Franked amount per security (cents) Fully franked dividend for the quarter ended 30 September 2025 paid 5 September 2025 1.40 1.40 Fully franked dividend for the month ended 31 October 2025 paid 31 October 2025 0.47 0.47 Fully franked dividend for the month ended 30 November 2025 paid 28 November 2025 0.47 0.47 Fully franked dividend for the month ended 31 December 2025 paid 31 December 2025 0.47 0.47 Fully franked dividend for the month ended 31 January 2026 paid 30 January 2026 0.47 0.47 Fully franked dividend for the month ended 28 February 2026 paid 27 February 2026 0.47 0.47 Fully franked dividend for the month ended 31 March 2026 paid 31 March 2026 0.47 0.47 Fully franked dividend for the month ended 30 April 2026 paid 30 April 2026 0.47 0.47 Fully franked dividend for the month ended 31 May 2026 paid 29 May 2026 0.47 0.47 Fully franked dividend for the month ended 30 June 2026 paid 30 June 2026 0.47 0.47
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Sandon Capital Investments Limited ABN 31 107 772 467 31 Notes to the Financial Statements For the year ended 30 June 2026 7. Dividends (a) Dividends paid or declared during the year (continued) June 2026 June 2025 $ $ Fully franked final dividend for the year ended 30 June 2024 of 2.75 cents per ordinary share paid on 7 November 2024. - 3,922,143 Fully franked dividend for the quarter ended 31 December 2024 of 1.4 cents per ordinary share paid 7 March 2025. - 2,018,656 Fully franked dividend for the quarter ended 31 March 2025 of 1.4 cents per ordinary share paid 6 June 2025. - 2,025,995 Fully franked dividend for the quarter ended 30 September 2025 of 1.4 cents per ordinary share paid 5 September 2025 2,033,398 - Fully franked dividend of 0.47 cents per share for the month ended 31 October 2025 paid 31 October 2025 684,968 - Fully franked dividend of 0.47 cents per share for the month ended 30 November 2025 paid 28 November 2025 685,699 - Fully franked dividend of 0.47 cents per share for the month ended 31 December 2025 paid 31 December 2025 686,441 - Fully franked dividend of 0.47 cents per share for the month ended 31 January 2026 paid 30 January 2026 687,245 - Fully franked dividend of 0.47 cents per share for the month ended 28 February 2026 paid 27 February 2026 688,026 - Fully franked dividend of 0.47 cents per share for the month ended 31 March 2026 paid 31 March 2026 688,838 - Fully franked dividend of 0.47 cents per share for the month ended 30 April 2026 paid 30 April 2026 689,767 - Fully franked dividend of 0.47 cents per share for the month ended 31 May 2026 paid 29 May 2026 726,124 - Fully franked dividend of 0.47 cents per share for the month ended 30 June 2026 paid 30 June 2026 727,052 - Total dividends paid during the year 8,297,558 7,966,794
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Sandon Capital Investments Limited ABN 31 107 772 467 32 Notes to the Financial Statements For the year ended 30 June 2026 7. Dividends (continued) (b) Dividend franking account June 2026 June 2025 $ $ Opening balance 10,899,694 11,107,533 Franked dividend received 2,682,117 2,448,956 Franked dividends paid to shareholders (2,765,853) (2,655,598) Franking from tax payment/(refund) 1,177 (1,197) Franking credits available for use in subsequent reporting periods 10,817,135 10,899,694 Franking credits (cents per share)* 6.98 7.50 *excludes any franking credits that will arise from tax payable for the current financial year which will be settled post year end. The above amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for franking credits and debits that will arise from the settlement of liabilities or receivables for income tax and dividends after the end of the year. The franking balance of 6.98 cents per share supports the payment of a fully franked dividends of 20.95 cents per share at the 25% corporate tax rate, should there be sufficient profit reserves available. 8. Earnings per share June 2026 June 2025 $ $ (Loss)/profit (after income tax used in the calculation of basic and diluted earnings per share) (17,907,903) 24,651,546 No. shares No. shares Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS 147,425,631 143,831,776 Basic and diluted (loss)/earnings per share (cents per share) (12.15) 17.14 There are no outstanding securities that are potentially dilutive in nature for the Company. 9. Cash and cash equivalents Cash and cash equivalents include cash on hand, at call deposits with banks or financial institutions and term deposits maturing within three months or less. This is also inclusive of any cash or overdraft drawn with the Company’s Prime Broker. Refer to Note 15(a) for further details. June 2026 June 2025 $ $ Cash at bank 6,885,124 641,110 6,885,124 641,110 (a) Reconciliation to the statement of cash flows Cash at bank 6,885,124 641,110 Overdraft drawn under Prime Broker facility (2,268,708) (7,790,068) 4,616,416 (7,148,958)
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Sandon Capital Investments Limited ABN 31 107 772 467 33 Notes to the Financial Statements for the year ended 30 June 2026 10. Trade and other receivables Dividend income is recognised on the ex -dividend date with any related foreign withholding tax recorded as an expense. Outstanding settlements are on the terms operating in the securities industry. These do not incur interest and require settlement within two days from the date of transaction. All other receivables are due within 12 months after reporting period. Management have considered the recoverability of trade and other receivables under the provisioning methodology of expected credit losses (ECL). Given the nature of trade and other receivables management have determined the ECL should be Nil (2025: Nil). June 2026 June 2025 $ $ GST receivable 41,273 91,929 Interest receivable 10,998 276,161 Dividend and withholding tax receivable 196,984 91,729 Intercompany tax receivable under tax funding agreement 138,071 103,214 387,326 563,033 11. Funding to subsidiary During the period, the Company provided a further $ 50,000 loan to ASK for working capital purposes and ASK repaid $200,000 bringing the total loan to $640,000. The loan is non-interest-bearing and the loan must be repaid in cash unless otherwise agreed by both parties. Management has considered the recoverability of this loan under the methodology of the ECL by assessing any adverse changes in financial performance or financial position of the subsidiary and changes in external market indicators of credit risk. The Company has determined the ECL should be nil (2025: Nil). June 2026 June 2025 $ $ Funding to subsidiary 640,000 790,000 640,000 790,000
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Sandon Capital Investments Limited ABN 31 107 772 467 34 Notes to the Financial Statements For the year ended 30 June 2026 12. Contributed equity and movements in total equity Capital management The Company’s objectives are to preserve shareholder capital, deliver a positive absolute return over the medium term and to provide shareholders with a growing stream of fully franked dividends. There have been no changes in the strategy adopted by the Board in managing the capital of the Company since the prior year. The Company is not subject to any externally imposed capital requirements. On the 9 April 2026, the Company announced on the ASX details of a Share Purchase Plan that was offered to existing SNC shareholders. The SPP enabled existing shareholders to acquire up to $30,000 at the issue price of $0.7625 per new share. On 23 April 2026, the Company announced on the ASX it had received a binding commitment from institutional placement to subscribe for 3,504,099 fully paid ordinary shares as the issued price of $0.7625 per new share. June 2026 June 2025 Share Capital $ No. $ No. Fully paid ordinary shares 144,235,987 154,901,244 136,756,233 145,242,704 Movements in shares on issue: Opening balance 136,756,233 145,242,704 134,645,945 142,623,399 Shares issued – dividend reinvested 1,809,818 2,123,395 2,110,288 2,619,305 Shares issued - placement 2,671,875 3,504,099 - - Shares issued – share purchase plan 3,073,673 4,031,046 - - Cost of raising capital net of tax (75,612) - - - Closing balance 144,235,987 154,901,244 136,756,233 145,242,704 Terms and conditions of contributed equity: Ordinary shares have the right to receive dividends as declared. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company. 13. Trade and other payables Trade and other payables are non -derivative financial liabilities and are stated at amortised cost. Outstanding settlements are on the terms operating in the securities industry. These do not incur interest and require settlement within two days from the date of transaction. Trade and payables are due within 12 months of reporting date. June 2026 June 2025 $ $ Management fee payable 174,349 195,366 Performance fee payable - 691,083 Outstanding settlements payable - 527,960 Other payables 692,119 342,325 Total trade and other payables 866,468 1,756,734
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Sandon Capital Investments Limited ABN 31 107 772 467 35 Notes to the Financial Statements For the year ended 30 June 2026 14. Financial assets at fair value through profit or loss The fair value of individual investment s held at the end of the reporting period are disclosed on page 2 of this annual report. Further details of the fair value determination are disclosed in Note 18(a). June 2026 June 2025 $ $ Financial assets at fair value through profit or loss comprise of: Listed investments 117,017,395 143,723,919 Unlisted investments 30,663,631 34,330,155 147,681,026 178,054,074 15. Other financial liabilities at amortised cost During the year, the Company used the services of a Prime Broker to facilitate the lending to buy and sell securities. The balance of the facility is initially recognised at fair value, net of any transaction costs incurred. The balance is subsequently measured at amortised cost. June 2026 June 2025 $ $ Overdraft drawn under Prime Broker facility 2,268,708 7,790,068 2,268,708 7,790,068 (a) Prime Broker facility The Company can employ leverage, either by borrowing cash or shares, which can then be sold short. The Board has imposed a limit to such leverage of not more than 50% of total assets (that is 150% gross exposure). Leverage can not only magnify gains but also losses. During the period, the Company used the services of a prime broker, a service through which the Company can borrow cash or shares, which are then secured against assets held in the prime broker’s custody. The Company maintains a prime brokerage facility wi th Barrenjoey Markets Pty Ltd ( “Barrenjoey”, “the Prime Broker”, “the PB”, “PB Custody” and together “the PB Facility”). The PB Facility is secured by a first charge over the financial assets that the Company transfers, from time to time, to the PB Facility. This charge covers all of the Company’s right, title and interest in the assets transferred to the PB Facility. This includes those that may be transferred to custodians and sub-custodians (by the Prime Broker) in accordance with the Prime Brokerage Agreement, and any right which arises after the date of the charges to receive cash or return of property from the parties under the Prime Brokerage Agreement, as security for payments and performance by the Company of all of its obligations to the Prime Broker under the Prime Brokerage Agreement. Any amount drawn from the PB Facility counts, along with the Unsecured Notes, as leverage. The PB Facility interest rate is determined daily using the Bank Bill Swap Rate plus a spread. Refer to Note 17 for further details for the Unsecured Notes. The Company paid net interest of $ 263,372 (2025: $198,779) and other fees of $ 113,423 (2025: $42,752) to the Prime Broker during the reporting period.
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Sandon Capital Investments Limited ABN 31 107 772 467 36 Notes to the Financial Statements For the year ended 30 June 2026 16. Financial liabilities at fair value through profit or loss These financial liabilities relate to short positions held by the Company at the end of the reporting period. Further details of the fair value determination are disclosed in Note 18(a). June 2026 June 2025 $ $ Financial liabilities at fair value through profit or loss comprise of: Listed investments 4,303,849 2,181,435 4,303,849 2,181,435 17. Unsecured Notes The Unsecured Notes (“the Notes”) carry an interest entitlement of 4.8% per annum, payable at the end of December and June each year and mature on 10 July 2026. The Notes form part of the leverage employed by the Company. SNC recorded the Notes at fair value on recognition and subsequently accounted for the Notes at amortised cost. The Notes are included when calculating leverage. Refer to Note 15(a) for more details on leverage. On 25 May 2026, the Company announced a Restructure Proposal for the Unsecured Notes (SNCHA) paying interest of 4.8% per annum which were due to mature on 10 July 2026 and a conditional placement that could raise up to $10,000,000 from the issue of new SNCHA notes at a fixed price of $100 per note to wholesale investors. The placement was conditional on Noteholders approving the Restructure Proposal. The Restructure Proposal allowed existing Noteholders to choose whether to redeem some or all of their Notes or continue under the revised terms. On 27 May 2026, the Company released the Notice of Meeting for an Extraordinary General Meeting of Noteholders on 19 June 2026 to consider the Restructure Proposal. Noteholders were asked to consider the following changes to the terms: • Enable cash redemption at the face value of $100 per Note plus accrued interest on 10 July 2026 for Noteholders who wish to exit • Extending the maturity date of the Notes from 10 July 2026 to 10 July 2030 • An increase in the interest rate from 4.8% to 8.5% • Provide Noteholders with interest that will be paid monthly compared to semi-annually at present • Maintain the existing investor protection that will see an in crease in the interest rate payable by 2% per annum for periods during which the loan to asset ratio has exceeded 33.3% for the previous six months On 19 June 2026, the Noteholders approved the Restructure Proposal at the Extraordinary General Meeting of Noteholders. This approval satisfied the sole condition on the Conditional Placement. As a result, 67,775 notes or $6,777,500 placement subscription was classified as Unissued unsecured notes, pending the issue of the Notes on 1 July 2026. As at 30 June 2026, Noteholders representing 29,814 notes or $2,981,400 have submitted redemption requests. These Notes were redeemed on 10 July 2026. As at 10 July 2026, the Company will have on issue 328,539 unsecured notes.
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Sandon Capital Investments Limited ABN 31 107 772 467 37 Notes to the Financial Statements For the year ended 30 June 2026 17. Unsecured Notes (continued) June 2026 June 2025 $ $ Issued – unsecured notes Unsecured Notes at amortised cost 29,057,800 27,023,754 Interest on Unsecured Notes at effective interest rate (146,971) 1,282,688 Unsecured Notes at amortised cost 28,910,829 28,306,442 Unissued – unsecured notes Unsecured Notes 6,777,500 - Unsecured Notes at amortised cost 6,777,500 - 18. Financial risk management The Company’s financial instruments consist of cash and cash equivalents, listed and unlisted investments, trade receivables, unsecured notes, funding to a subsidiary, financial liabilities and trade payables. The risks to which the Company is exposed through these financial instruments are discussed below and include liquidity risk, counterparty risk and market risk consisting of other price risk, foreign exchange risk, and interest rate risk. Under delegation from the Board, the Manager has the responsibility for assessing and monitoring the financial market risk of the Company. The Manager monitors these risks on a regular basis. June 2026 June 2025 $ $ Financial Assets Cash and cash equivalents 6,885,124 641,110 Trade and other receivables 387,326 563,033 Funding to a subsidiary 640,000 790,000 7,912,450 1,994,143 Financial assets at fair value through profit or loss: Listed investments 117,017,395 143,723,919 Unlisted investments 30,663,631 34,330,155 147,681,026 178,054,074 Total Financial Assets 155,593,476 180,048,217 Financial liabilities Trade and other payables 866,468 1,756,734 Unsecured notes 28,910,829 28,306,442 Unissued unsecured notes 6,777,500 - Other financial liabilities at amortised costs 2,268,708 7,790,068 Other financial liabilities at fair value through profit or loss: Listed investments 4,303,849 2,181,435 Total Financial Liabilities 43,127,354 40,034,679
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Sandon Capital Investments Limited ABN 31 107 772 467 38 Notes to the Financial Statements For the year ended 30 June 2026 18. Financial risk management (continued) (a) Fair value hierarchy AASB 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy (consistent with the hierarchy applied to financial assets and financial liabilities): Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs) Included in Level 1 of the hierarchy are listed investments. The fair value of these financial assets and liabilities is the last trade d price. Where the last traded price is higher than the bid and offer spread , the offer price is used at the end of the reporting period. Where the last traded price is lower than the bid and offer spread, the bid price is used at the end of reporting period. Both last traded and offer prices exclude transactions costs. Included in Level 2 of the hierarchy are unlisted investment companies. The fair value of an investment has been based on its net asset backing, being the underlying value of its cash, cash equivalents and investment portfolio values at the end of the reporting period. The Company has a policy to review transfers between levels at the end of each reporting period, unless there is a specific event or circumstance that warrants a transfer being undertaken prior to the end of the reporting period. During the year, there were no transfer of assets from Level 1 to Level 2 (June 2025: nil transfer). The Company will transfer the financial assets from Level 1 to Level 2 if the stock is thinly traded and there is a lack of liquidity. The Company will transfer financial assets from Level 1 or 2 to Level 3 in the fair value hierarchy should those assets be privatised. The valuation techniques that might be used include comparisons to similar investments for which market observable inputs are available, latest available net tangible assets per share, t he adjusted last sale price or the fair value of the expected redemption value in the notes have been adopted. As at 30 June 2026, the Company has four investments classified as Level 2. Two of the investments are Ask Funding Pty Ltd (ASK) and Richfield International Pty Ltd (RIL) which are unlisted wholly owned subsidiaries. ASK and RIL have been valued at their underlying post-tax net asset backing at the end of the reporting period. The other two investments are Dawney & Co Ltd and Sietel Limited . These are thinly traded securities, therefore they are classified as Level 2. Included in Level 3 of the hierarchy are unlisted securities such as shares in private companies, trusts and unlisted foreign notes. To determine the fair value of these investments, valuation techniques such as comparisons to similar investments for which market obser vable inputs are available, latest available net tangible assets per share, the adjusted last sale price or the fair value of the expected redemption value in the notes have been adopted. The Company had nine unlisted investments classified as Level 3, representing a total of $27,307,596 as at the end of this reporting period.
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Sandon Capital Investments Limited ABN 31 107 772 467 39 Notes to the Financial Statements For the year ended 30 June 2026 18. Financial risk management (continued) (a) Fair value hierarchy (continued) The table below details the valuation method used for the level 3 investments for the period ending 30 June 2026: Investments Market Value ($) Valuation method 2026 2025 Carbon Conscious Ltd (“CCIL”) 14,173,780 15,305,906 Independent 3rd party valuation report as at March 2026 and completed in July 2026. Yellow Brick Road Holdings Ltd (“YBR”) 7,954,146 7,070,352 Carried at net tangible assets per the December 2025 financial statements. Foundation Life Notes (“FL”) 1,641,015 5,504,959 Unit price reported by an independent 3rd party fund manager Alterra Limited (“1AG”) 1,464,246 1,211,133 The Manager has assessed the carrying value based on the 31 March 2026 financial statements. The Manager has determined the fair value of 1AG should be at held at a discount to net tangible assets. Wellard Ltd (“WLD”) 680,766 - The Manager has determined the fair value of WLD should be held at the last traded price. Alterra Limited Convertible Notes 548,400 527,200 Issue price at $100 per note Global Data Centre (“GDC”) 411,103 411,103 The Manager has assessed the carrying value based on the 31 December 2025 financial statements. The Manager has determined the fair value of GDC should be held at a discount to net tangible assets taking into consideration of GDC’s wind-up costs. Pacific Equity Partners Fund IV Core and Supplementary (“PEP”) 332,403 610,364 Unit price reported by an independent 3rd party fund manager Scantech Limited (“SCD”) 101,737 95,753 Carried at net tangible assets per the 31 December 2025 financial statements. DMX Corporation Limited (“DMX”) - 4,800 DMX was sold during the reporting period. Total 27,307,596 30,741,569
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Sandon Capital Investments Limited ABN 31 107 772 467 40 Notes to the Financial Statements For the year ended 30 June 2026 18. Financial risk management (continued) The following table presents the Company’s assets and liabilities measured and recognis ed at fair value at 30 June 2026. Financial assets and liabilities at fair value through profit or loss: Level 1 Level 2 Level 3 Total $ $ $ $ June 2026 Listed investments 114,325,379 2,692,016 - 117,017,395 Unlisted investments - 3,356,035 27,307,596 30,663,631 Financial liabilities (4,303,849) - - (4,303,849) 110,021,530 6,048,051 27,307,596 143,377,177 Financial assets and liabilities at fair value through profit or loss: Level 1 Level 2 Level 3 Total $ $ $ $ June 2025 Listed investments 140,486,585 3,237,334 - 143,723,919 Unlisted investments - 3,588,586 30,741,569 34,330,155 Financial liabilities (2,181,435) - - (2,181,435) 138,305,150 6,825,920 30,741,569 175,872,639 The following table presents the movement in level 3 instruments for the period ended 30 June 202 6: Unlisted Investments June 2026 June 2025 $ $ Opening Balance 30,741,569 15,585,382 Transferred into level 3* - 5,913,425 Purchases 1,075,600 13,404,299 Sales (532,000) (5,545,706) Return of capital (4,233,860) - Unrealised gain 628,425 1,270,278 Foreign exchange (loss)/gain (372,138) 113,891 Closing Balance 27,307,596 30,741,569 *During the year, Wellard Ltd was transferred from Level 1 to Level 3 due to its delisting . Wellard Ltd paid a number of Return of Capital which brought the cost base to nil. (b) Objectives, strategies, policies and processes This note presents information about the Company’s exposure to each of the risks identified below and the Company’s policies and processes for measuring and managing risks. The Manager invests the Company's capital in accordance with the Company's investment objectives and terms and conditions as set out in the Investment Management Agreement.
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Sandon Capital Investments Limited ABN 31 107 772 467 41 Notes to the Financial Statements For the year ended 30 June 2026 18. Financial risk management (continued) (c) Market risk Market risk is the risk of changes in market environment, such as changes in inflation expectations (drives a change in interest rates) or the return of an asset class (Australian/International equities measured by an appropriate index). By its nature, as a listed investment company that invests in Australian and International securities, the Company will always be subject to market risk. The market risk is inherent and can be partially managed by the skill of the manager. Further, the Manager tends to invest in a concentrated portfolio of securities, this offers some diversification benefits but may not be as diverse as a broad market exposure. The Company monitors its gross and net exposures to the market on a daily basis. (d) Other price risk The Company is exposed to share price risk through its investments in securities on both domestic and international securities exchanges. Price risk is the risk that the fair value of equities will fluctuate because of changes in market prices, whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. As the Company's investments are recorded at fair value, any fair value changes are recognised in the Statement of Profit and Loss and Other Comprehensive Income , any change in market conditions will likely directly affect net investment income. The Manager mitigates this price risk through its disciplined stock selection and portfolio construction process and adherence to the Company’s investment guidelines. The Company’s investments are monitored on a regular basis by the Manager. The Company’s exposure to price risk on classes of financial assets and liabilities is as follows: June 2026 June 2025 $ $ Financial assets and liabilities – at fair value through profit or loss Listed investments 117,017,395 143,739,395 Unlisted investments 30,663,631 34,330,155 Financial liabilities (4,303,849) (2,181,435) 143,377,177 175,872,639 Price risk sensitivity analysis Change in Profit before tax – Increase in portfolio prices by 5% 7,168,859 8,793,632 – Decrease in portfolio prices by 5% (7,168,859) (8,793,632) Financial assets and liabilities at fair value through profit or loss are actively managed on a short-term basis and are fair valued through the Statement of Profit and Loss and Other Comprehensive Income. Any movement in the portfolio price will be recorded in the Statement of Profit and Loss and Other Comprehensive Income. The following table summarises the financial impact of a hypothetical 5% increase and decrease in foreign exchange. Foreign exchange sensitivity analysis June 2026 June 2025 $ $ Changes in Profit before tax Increase in foreign exchange rates by 5% 991,441 1,849,929 Decrease in foreign exchange rates by 5% (991,441) (1,849,929)
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Sandon Capital Investments Limited ABN 31 107 772 467 42 Notes to the Financial Statements For the year ended 30 June 2026 18. Financial risk management (continued) (d) Other price risk (continued) • Foreign exchange risk The majority of the Company's investments are listed on the Australian Securities Exchange and are quoted in Australian dollars. The Company has one unlisted investment in New Zealand valued at $1,641,015 (2025: $5,504,959) and three investments on the London Stock Exchange valued at $18,187,806 (2025: $21,692,681) with a total direct translation exposure at 30 June 2026 of $19,828,821 (2025: $27,197,641). The Company has the ability to hedge foreign exchange exposure. During the financial year the foreign exchange exposure was not hedged. • Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's interest-bearing financial assets expose it to risks associated with the effects of fluctuations in the prevailing level of market interest rates on its financial position and cash flows. The Company, however, is not materially exposed to interest rate risk as the majorit y of its cash at call. The following sensitivity analysis only comprises the Company's direct exposure to changes in interest rate risk. Interest rate sensitivity analysis June 2026 June 2025 $ $ Changes in Profit before tax Increase in interest rates by 1.5% 69,246 9,617 Decrease in interest rates by 1.5% (69,246) (9,617) The Company’s direct exposure to interest rate risk and the effective weighted interest rates on classes of financial assets and liabilities are as follows: Weighted average effective interest Floating interest rate Fixed rate interest Non-interest bearing Total 2026 $ $ $ $ Financial assets Cash and cash equivalents 1.06% 6,885,124 - - 6,885,124 Trade and other receivables - - - 387,326 387,326 Financial assets at fair value through profit or loss - - - 147,132,626 147,132,626 Funding to subsidiary - - - 640,000 640,000 Convertible note 12% - 548,400 - 548,400 Total financial asset exposure 6,885,124 548,400 148,159,952 155,593,476 Financial liability Trade and other payables - - - 866,468 866,468 Financial liabilities at fair value through profit or loss - - - 4,303,849 4,303,849 Other financial liabilities at amortised costs 5.0% 2,268,708 - - 2,268,708 Unsecured notes* 4.8% - 28,910,829 - 28,910,829 Unissued unsecured notes* 8.5% - 6,777,500 - 6,777,500 Total financial liability exposure 2,268,708 35,688,329 5,170,317 43,127,354 *Refer to Note 17 Unsecured Notes for further information. A significant amount of the Company’s interest- bearing liability relates to the Unsecured Notes which have a fixed interest rate.
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Sandon Capital Investments Limited ABN 31 107 772 467 43 Notes to the Financial Statements For the year ended 30 June 2026 18. Financial risk management (continued) (d) Other price risk (continued) • Interest rate risk (continued) Weighted average effective interest Floating interest rate Fixed rate interest Non-interest bearing Total 2025 $ $ $ $ Financial assets Cash and cash equivalents 0.94% 641,110 - - 641,110 Trade and other receivables - - - 563,033 563,033 Financial assets at fair value through profit or loss - - - 177,526,875 177,526,875 Funding to subsidiary - - - 790,000 790,000 Convertible note 12% - 527,200 - 527,200 Total financial asset exposure 641,110 527,200 178,879,908 180,048,218 Financial liability Trade and other payables - - - 1,756,734 1,756,734 Financial liabilities at fair value through profit or loss - - - 2,181,435 2,181,435 Other financial liabilities at amortised costs 3.12% 7,790,068 - - 7,790,068 Unsecured notes 4.8% - 28,306,442 - 28,306,442 Total financial liability exposure 7,790,068 28,306,442 3,938,169 40,034,679 (e) Counter party risk Counter party risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company takes on exposure to credit risk, which is the risk that a counterparty (Prime Broker, custodian, sub-custodian, and broker) will be unable to pay amounts in full when due. The maximum exposure to counterparty risk on financial assets is the carrying amount net of any expected credit loss of those assets as presented in the statement of financial position. There are risks involved in dealing with custodians or Prime Brokers who settle trades. Under certain circumstances, including certain transactions where the Company’s assets are held at a Prime Broker, custodian, or sub -custodian, the securities and assets deposited with the Prime Broker/custodian may be exposed to credit risk with regards to such parties. In addition, there may be practical, or timing problems associated with enforcing the Company’s rights to its assets in the case of insolvency of any such party. The Company maintains a PB Facility , including cash and securities lending, and custody facilities with its Prime Broker and custody facilities with One Investment Group. There is no guarantee that these or any sub - custodian that Barrenjoey or One Investment Group may use or any other Prime Broker or custodian that the Company may use from time to time will not become insolvent. In the event of an insolvency or liquidation of a Prime Broker or custodian that is being used by the Company, there is no certainty that the Company would not incur losses due to its assets being unavailable for a period or ultimately less than full recovery of its assets, or both. As substantially all the Company’s assets may be held by a Prime Broker, custodian or sub-custodian and in some cases a major Australian bank, such losses could be significant and materially impair the ability of the Company to achieve its investment objective.
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Sandon Capital Investments Limited ABN 31 107 772 467 44 Notes to the Financial Statements For the year ended 30 June 2026 18. Financial risk management (continued) (e) Counter party risk (continued) The Manager is responsible for ensuring there is appropriate diversification across counterparties and that counterparties are of a sufficient quality rating. The costs of establishing and maintaining Prime Broking and custody arrangements are not insignificant. It is not feasible nor economic for the Company to maintain more than two such arrangements. Indeed, most listed investment companies would only have one such arrangement. The Manager is satisfied that the counterparties are sufficiently diverse to mitigate the general counterparty risk. All transactions in listed securities are settled/paid for upon delivery using approved brokers. The risk of default is considered minimal, as delivery of securities sold is only made once the broker has received payment. Payment is made on purchase once the securities have been received by the broker. The trade will fail if either party fails to meet their obligation. The majority of cash and any term deposits held by the Company are invested with major Australian financial institutions. Any cash held by Barrenjoey is not treated as client money. Barrenjoey is exempt from requirements under Subdivision A (Money to which Subdivision applies) of Division 2 (Dealing with clients’ money) of Part 7.8 of the Corporations Act 2001. Cash credited to and held in, the Account will be subject to security interests and, any cash received or held in the Account, will constitute a debt due from the Prime Broker to the Client. The Prime Broker will not be required to place the Fund’s money in a segregated client account, hold any cash on trust or in custody and the Company will therefore rank equally with Barrenjoey’s other account holders in relation thereto. (f) Concentrations of risk Concentrations of risk arise when a number of financial instruments are entered into with the same counterparty, or where a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have similar economic conditions. These similarities would cause the counterparties' liabilities to meet the contractual obligations to be similarly affected by certain changes in the risk variables. As the Manager tends to invest in a concentrated portfolio of securities, this offers some diversification benefits but may not be as diverse as a broad market exposure. The concentrations of risk are monitored by the Manager to ensure they are within acceptable limits by reducing the exposures to ensure appropriate diversification or by other means as deemed appropriate. The Company’s industry sector weighting of financial assets as at 30 June 2026 is as below: Industry sector June 2026 June 2025 % % Financials 28.2 25.4 Industrials 23.6 26.3 Information Technology 12.6 12.8 Materials 10.7 8.9 Consumer Discretionary 8.2 5.3 Communication Services 6.8 4.3 Energy 5.7 8.5 Real Estate 1.9 0.9 Consumer Staples 1.2 5.2 Health Care 1.1 2.4 Total 100 100
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Sandon Capital Investments Limited ABN 31 107 772 467 45 Notes to the Financial Statements For the year ended 30 June 2026 18. Financial risk management (continued) (g) Liquidity risk The Company monitors its cashflow requirements daily by reference to known transactions to be paid or received. The Company may hold a portion of its portfolio in cash and short -term fixed interest securities sufficient to ensure that it has cash available to meet all payments. Liquidity risk represents the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. In normal market conditions, the Company has a high level of liquidity. The high liquidity is a function of the level of cash or cash equivalents held and that its other financial assets are listed on recognised security exchange and there is a quoted market for those assets. The liquidity of the investment portfolio is monitored and managed by the investment manager. The manager takes into account the size of the investment position and the average daily turnover of the investee company on the exchange. The Manager monitors the Company's cash -flow requirements regularly by reference to known sales and purchases of securities, dividends and interest to be paid or received and other expenses and liabilities. The Company typically holds a portion of its port folio in cash sufficient to ensure that it has cash readily available to meet all payments and to take advantage of investment opportunities. The Company can increase its level of sales of the readily tradeable securities it holds to increase cash, or it can use its lending facility with its Prime Broker. (h) Maturity of financial liabilities The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at reporting date to the contractual maturity date. The amounts in the table are the contractual undiscounted cash flow s. All the trade payables and financial liabilities at amortised cost are deemed current. Less than 12 months Greater than 12 months and less than 24 months Greater than 24 months Total 2026 $ $ $ $ Trade and other payable 866,468 - - 866,468 Financial liability at amortised cost 2,268,708 - - 2,268,708 Other financial liabilities at fair value through profit or loss 4,303,849 - - 4,303,849 Current tax liability 16,195 - - 16,195 Unsecured notes* 2,981,400 - 25,929,429 28,910,829 Unissued unsecured notes* - - 6,777,500 6,777,500 Total 10,436,620 - 32,706,929 43,143,549 2025 $ $ $ $ Trade and other payables 1,756,734 - - 1,756,734 Financial liability at amortised cost 7,790,068 - - 7,790,068 Other financial liabilities at fair value through profit or loss 2,181,435 - - 2,181,435 Current tax liability 301,187 - - 301,187 Unsecured notes* - 28,306,442 - 28,306,442 Total 12,029,424 28,306,442 - 40,335,866 *Refer to Note 17 Unsecured Notes
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Sandon Capital Investments Limited ABN 31 107 772 467 46 Notes to the Financial Statements For the year ended 30 June 2026 19. Directors’ remuneration and holdings (a) Names and positions held of key management personnel in office as at the end of the financial year are: Key Management Person Gabriel Radzyminski Non-Executive Chairman Peter Velez Independent Non-Executive Director Jacqueline Sullivan Independent Non-Executive Director Kirsten Hannan Independent Non-Executive Director (appointed 20 February 2026) Short term benefits Post- employment benefits superannuation Total $ $ $ Year Ended 30 June 2026 72,861 8,744 81,605 Year Ended 30 June 2025 63,186 7,266 70,452 (b) Aggregate compensation made to Key Management Personnel The remuneration of the Directors is not linked to the performance of the Company. The Manager is a director-related entity which received a management fee of $2,255,282 GST inclusive (2025: $2,249,119) and accounting and administration fees totalling $245,977 GST inclusive (2025: $245,353). During the period, the Manager received no performance fee (2025: $691,083). The Manager received a one-off consulting fee of $165,000 GST inclusive (2025: nil). This service related to the restructure of the Unsecured Notes. (c) Other transactions with key management personnel or entities related to them No Director has entered into a material contract with the Company since the last reporting date and there were no material contracts involving Directors' interests subsisting at the reporting date other than as disclosed in this section. (d) Director shareholders Balance at 1 July 2025 Net acquisition Balance at 30 June 2026 Balance at 26 August 2026 No. No. No. No. Shares Gabriel Radzyminski 2,311,253 333,763 2,645,016 2,656,693 ^ Peter Velez 138,080 49,200 187,280 188,539 Jacqueline Sullivan - - - - Kirsten Hannan - 48,922 48,922 49,251 2,449,333 431,885 2,881,218 2,894,483 Balance at 1 July 2024 Net acquisition Balance at 30 June 2025 Balance at 26 August 2025 No. No. No. No. Shares Gabriel Radzyminski 2,204,032 107,221 2,311,253 2,311,253 ^ Peter Velez 133,445 4,635 138,080 138,080 Jacqueline Sullivan - - - - 2,337,477 111,856 2,449,333 2,449,333 ^includes indirect holdings.
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Sandon Capital Investments Limited ABN 31 107 772 467 47 Notes to the Financial Statements For the year ended 30 June 2026 19. Directors’ remuneration and holdings (d) Director shareholders (continued) The number of Unsecured notes held directly, indirectly, or beneficially by Directors, or by entities associated with them for period ending 30 June 2026, were: Balance at 1 July 2025 Net acquisition Balance at 30 June 2026 Balance at 26 August 2026 No. No. No. No. Unsecured notes Gabriel Radzyminski 900 - 900 900 ^ Peter Velez - - - - Jacqueline Sullivan - - - - Kirsten Hannan - - - - 900 - 900 900 ^includes indirect holdings. Balance at 1 July 2024 Net acquisition Balance at 30 June 2025 Balance at 26 August 2025 No. No. No. No. Unsecured notes Gabriel Radzyminski 900 - 900 900 ^ Peter Velez - - - - Jacqueline Sullivan - - - - 900 - 900 900 ^includes indirect holdings. Options No options were held directly, indirectly, or beneficially by Directors. 20. Related Party Transactions a) Investment management agreement The Company and the Manager entered into a management agreement dated 13 December 2013. A Director of the Company, Gabriel Radzyminski, is also a Director of the Manager. The Manager is permitted to undertake investments that fall within the Company’s investment strategy on behalf of the Company and without the approval of the Company’s Directors. Investments that are outside the Company’s investment strategy will require Board approval. In circumstances where Board approval is required, the Manager will provide the Board with details of the relevant investment opportunity. The Board wil l review the information and will either give or withhold the approval required for the Company to make that investment. Assuming that the Board approves the investment, the Manager will then execute the investment on behalf of the Company. The initial term of the management agreement is 10 years and at the expiration of the initial term, the agreement was automatically extended for a further 5 years. Neither the Company, nor the Manager, may terminate the Management Agreement upon the occurrence of a change of control event in respect of either party.
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Sandon Capital Investments Limited ABN 31 107 772 467 48 Notes to the Financial Statements For the year ended 30 June 2026 20. Related Party Transactions (continued) b) Management and performance fees The Manager is entitled to be paid a monthly management fee equal to 0.1042% plus GST of the gross value of the portfolio calculated on the last business day of each month. The Management fee is 1.25% per annum plus GST. The Manager is also entitled to receive a performance fee calculated as a percentage of the increase in the value of the portfolio for each performance period. The performance fee is equal to 20% plus GST of the amount (if any) of portfolio over -performance (amount by which the increase in the value of the portfolio exceeds the benchmark performance) during the performance calculation period, subject to a high-water mark adjusted for dividends. June 2026 June 2025 $ $ Management fees (GST inclusive) * 2,255,282 2,249,119 Performance fees (GST inclusive) * - 691,083 2,255,282 2,940,202 * The differences between the amount disclosed above and the Statement of Profit and Loss and Other Comprehensive Income are the reduced input tax credits claimable. At 30 June 2026, $174,349 inclusive of GST remains payable by the Company to the Manager (2025: $886,449 inclusive of GST). c) Accounting fee The Manager also receives a monthly fee in return for providing accounting and administration services to the Company. June 2026 June 2025 $ $ Accounting fees to the Manager (GST inclusive) * 245,977 245,353 245,977 245,353 * The difference between the amount disclosed above and the Statement of Profit and Loss and Other Comprehensive Income is the accounting software charged by a third-party service provider. d) Consulting fee The Manager also received a one-off consulting fee in return for providing services to the Company which was not covered by the existing Investment management agreement. These services related to the restructure of the Unsecured Notes. June 2026 June 2025 $ $ Consulting fees to the Manager (GST inclusive) 165,000 - 165,000 - e) Receivables/payables to subsidiaries and other related parties. Refer to Note 11 for balance as well as transactions during the period and the associated terms and conditions.
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Sandon Capital Investments Limited ABN 31 107 772 467 49 Notes to the Financial Statements For the year ended 30 June 2026 21. Cash flow information Reconciliation of Cash Flow from operating activities with profit after income tax 30 June 2026 30 June 2025 $ $ (Loss)/Profit from operations after income tax (17,907,903) 24,651,546 Net movement in financial assets held for trading 32,495,462 (38,681,792) Changes in assets and liabilities: Decrease in receivables 210,569 29,663 (Increase)/decrease in prepayments (342,332) 23,681 (Increase)/decrease in deferred tax assets (2,278,564) 115,143 Increase in payables 1,014,300 2,786,309 (Decrease)/increase in deferred tax liabilities (5,915,822) 5,530,008 Net cash used in operating activities 7,275,710 (5,545,438) 22. Events occurring after the reporting period (a) Monthly dividend declared Subsequent to the end of the period, the following dividends have been declared: Month Dividend (Cents per share) Ex Date Record Date Payment Date July 2026 0.47 13 July 2026 14 July 2026 31 July 2026 August 2026 0.47 12 August 2026 13 August 2026 31 August 2026 September 2026* 0.47 11 September 2026 14 September 2026 30 September 2026 *The September 2026 dividend has not been declared and is based on guidance announcement on 5 June 2026. The Dividend Reinvestment Plan (DRP) will apply to these dividends and there will be no discount for the DRP. The dividends are fully franked at 25% and have not been recognised as a liability at year end. (b) Unsecured Notes On the 1 July 2026, 67,775 notes or $6,777,500 placement subscription were issued. Noteholders representing 29,814 notes or $2,981,400 have submitted redemption requests. These Notes were redeemed on 10 July 2026. Refer to Note 17 Unsecured Notes for further details. (c) QPM Energy Ltd On the 7 July 2026 , it was announced on the ASX, McGrathNicol had been appointed as Voluntary Administrators of QPM Energy Ltd (“ QPM”) and its controlled entities. On the same day the shares of QPM were suspended and the Manager determined to value QPM at nil. No other matter or circumstance has arisen since 30 June 20 26 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years. 23. Contingencies and commitments There are no contingent assets or liabilities as at 30 June 2026 (2025: Nil). As at 30 June 2026, the Company had Nil commitments (2025: Nil).
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Sandon Capital Investments Limited ABN 31 107 772 467 50 Notes to the Financial Statements For the year ended 30 June 2026 24. Segment information The Company currently engages in investing activities, including cash, term deposits, unlisted and listed securities, and debt instruments. It has one segment being investing activities and one geographic location in which the Company operates in Australia. 25. Major customers The Company has no reliance on any major investment for its dividend.
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Sandon Capital Investments Limited ABN 31 107 772 467 51 Consolidated Entity Disclosure Statement As at 30 June 2026 Sandon Capital Investments Limited is not required to prepare consolidated financial statements by Australian Accounting Standards. Accordingly, in accordance with subsection 295(3A) of Corporations Act 2001 , no further information is required to be disclosed in this consolidated entity disclosure statement.
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Sandon Capital Investments Limited ABN 31 107 772 467 52 Directors’ Declaration For the year ended 30 June 2026 In accordance with a resolution of the Directors of Sandon Capital Investments Limited, the Directors of the Company declare that: a) the financial statements and notes comply with the Corporations Act 2001, including: (i) complying with Australian Accounting Standards which is stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards (IFRS); and (ii) giving a true and fair view of the Company's finan cial position as at 30 June 202 6 and of its performance for the year ended on that date; and b) in the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. (c) The Directors have been given the declarations from the Chief Executive Officer and the Chief Financial Officer of the Manager, Sandon Capital Pty Ltd, required by section 295A of the Corporations Act 2001 d) the information disclosed in the attached consolidated entity disclosure statement required by subsection 295(3A) of the Corporations Act 2001 is true and correct. This declaration is made in accordance with a resolution of the Board of Directors. On behalf of the Directors, Gabriel Radzyminski Chairman Sydney 26 August 2026
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53 Pitcher Partners Sydney ABN 17 795 780 962 Level 16, Tower 2 Darling Park 201 Sussex Street Sydney NSW 2000 Postal address GPO Box 1615 Sydney NSW 2001 +61 2 9221 2099 sydneypartners@pitcher.com.au pitcher.com.au Pitcher Partners is an association of independent firms. Pitcher Partners Sydney ABN 17 795 780 962. Liability limited by a scheme approved under Professional Standards Legislation. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities. Adelaide | Brisbane | Melbourne | Newcastle | Perth | Sydney Independent Auditor’s Report To the Members of Sandon Capital Investments Limited ABN 31 107 772 467 Report on the Audit of the Financial Report Opinion We have audited the financial report of Sandon Capital Investments Limited (“the Company”), which comprises the statement of financial position as at 30 June 2026, the statement of profit and loss and other comprehensive income , the statement of financial position, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, the consolidated entity disclosure statement and the Directors’ declaration. In our opinion, the accompanying financial report of Sandon Capital Investments Limited is in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the Company’s financial position as at 30 June 202 6 and of its financial performance for the year then ended; 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 Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board (“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 on 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.
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54 Pitcher Partners Sydney ABN 17 795 780 962 An association of independent firms 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. Key Audit Matter How our audit addressed this matter Existence, Valuation and Completeness of Financial Assets and Financial Liabilities Refer to Note 14: Financial Assets and Note 16: Financial Liabilities We focused our audit effort on the existence, valuation and completeness of the Company’s financial assets as they represent the most significant driver of the Company’s Net Tangible Assets and Profit. In accordance with Australian Accounting Standards, these investments are disclosed as either “Level 1” (i.e. where the fair value is based on quoted prices in active markets) or “Level 2” (i.e. where key inputs to fair value are based on other observable inputs) or “Level 3” (i.e. where key inputs to fair value are based on unobservable inputs). The Company’s investments consist of both listed and unlisted securities. Investments are valued by multiplying the quantity held by the respective quoted market price or estimated fair value per security for unlisted investments. Our procedures included, amongst others: ▪ Obtained an understanding of and evaluated the design and implementation of the investment management processes and controls; ▪ Reviewed and evaluated the independent auditors’ report on the design and operating effectiveness of internal controls (ASAE 3402 Assurance Reports on Controls at a Service Organisation) for the Custodians; ▪ Agreed investment holdings to confirmations obtained directly from the Custodians or alternatively with the investee; ▪ Assessed and recalculated the Company’s valuation of individual Level 1 and Level 2 investment holdings using independent observable pricing sources and inputs; and ▪ For material Level 3 investment holdings where there were limited or no observable inputs: o Obtained and assessed the fair value adopted by management and other relevant supporting information; o Where the Company engaged a valuation expert, assessed the scope, competence and objectivity of the valuation expert; and o Where the Company engaged a valuation expert, we engaged our own internal valuation expert to assist us in assessing and reviewing the significant assumptions and judgements adopted. ▪ Assessed the adequacy of disclosures in the financial statements.
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55 Pitcher Partners Sydney ABN 17 795 780 962 An association of independent firms Key Audit Matters (Continued) Other Information The Directors are responsible for the other information. The other information comprises the information included in the Company’s Annual Report for the year ended 30 June 2026, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly 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. Key Audit Matter How our audit addressed this matter Accuracy of Management and Performance Fees Refer to Note 13: Trade and Other Payables and Note 20: Related Party Transactions We focused our audit effort on the accuracy of management and performance fees as they are significant expenses of the Company and their calculation requires adjustments and key inputs. Adjustments include company dividends, tax payments, capital raisings, capital reductions and other relevant expenses. Key inputs include the value of the portfolio, the performance of the relevant comparable benchmark and application of the correct fee percentage in accordance with the Investment Management Agreement between the Company and the Investment Manager. In addition, to their quantum, as these transactions are made with related parties, there are additional inherent risks associated with these transactions, including the potential for these transactions to be made on terms and conditions more favourable than if they had been with an independent third-party. Our audit procedures included the following: ▪ Obtained an understanding of and evaluated the design and implementation of the processes and controls for calculating the management and performance fees; ▪ Made enquiries with the Investment Manager and those charged with governance with respect to any significant events during the period and associated adjustments made as a result, in addition to reviewing ASX announcements and Board meeting minutes; ▪ Tested adjustments such as company dividends, tax payments, capital raisings, capital reductions (where applicable) as well as any other relevant expenses used in the calculation of management and performance fees; ▪ Tested key inputs including the value of the portfolio, the performance of the relevant comparable benchmark and application of the correct fee percentage in accordance with our understanding of the Investment Management Agreement; and ▪ Assessed the adequacy of disclosures made in the financial statements.
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56 Pitcher Partners Sydney ABN 17 795 780 962 An association of independent firms Responsibilities of the Directors for the Financial Report The Directors of the Company are responsible for the preparation of: a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001; and for such internal controls as the Directors determine is necessary to enable the preparation of : (i) the financial report (other than the consolidated entity disclosure statement) 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 Company’s ability 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 Company or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our 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 lev el 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, indi vidually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis fo r our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. • Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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57 Pitcher Partners Sydney ABN 17 795 780 962 An association of independent firms Auditor’s Responsibilities for the Audit of the Financial Report (Continued) • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s repor t unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 14 to 17 of the Directors’ Report for the year ended 30 June 20 26. In our opinion, the Remuneration Report of Sandon Capital Investments Limited, for the year ended 30 June 2026, complies with section 300A of the Corporations Act 2001. Responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Richard King Pitcher Partners Partner Sydney 26 August 2026
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Sandon Capital Investments Limited ABN 31 107 772 467 58 Tax Governance For the year ended 30 June 2026 The Company considers that tax risk management is a fundamental part of its tax governance in order to maintain its efficient and effective operations and to ensure that the Company complies with all relevant tax obligations and pays the correct amount of tax. Specifically, the Company: • Seeks to maintain the highest reputation and, therefore, obtain the highest level of trust with tax and revenue authorities, regulators, customers, suppliers, members and employees. • Is committed to complying with all tax laws, rules and regulations. • Is committed to maintaining strong compliance procedures so as to ensure that all tax returns are made accurately and that all payments are made in a timely manner. • Will endeavour to ensure that the tax laws, rules and regulations are applied appropriately. • Will endeavour to ensure that all transactions have a commercial rationale in line with the Company’s overall business strategy. • Will not enter into artificial arrangements to evade or avoid tax. • Will not enter into a transaction which is likely to fall foul of the general and specific anti -avoidance rules. • Will not engage in aggressive tax planning. • Will take a principled and responsible approach to managing its tax affairs in line with its business and commercial objectives. • Will ensure that the law and administrative practice is applied correctly and consistently and that all of its positions are, at least, reasonably arguable and more likely than not to be settled in the Company’s favour and to thereby prevent unnecessary disputes with tax authorities. • Will deal with all tax and revenue authorities on a transparent and proactive basis, with a view to maintaining constructive, collaborative and professional relationships. In order to ensure that the above intentions manifest in practice, the Company: • Has a documented Tax Governance Framework which is designed to comply with Australian Tax Office (“ATO”) best practice recommendations. • Allocates tax risk management roles and responsibilities to the board, each relevant employee (and employee groups) and service providers and specifies the method for identifying and managing tax risk and the escalation process. • Defines authority levels which are required to be adhered to by the Company based on the amount of tax at risk. • Employs diligent professional care and judgement in assessing tax risk and takes advice from its external tax specialists where appropriate. • Escalates tax risks to the appropriate members of senior management and/or the board of directors for consideration, review and management.
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Sandon Capital Investments Limited ABN 31 107 772 467 59 ASX Additional Information For the year ended 30 June 2026 ASX Additional Information Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report. Substantial ordinary shareholders shareholding as at 11 August 2026 The following have advised that they are a substantial shareholder of the Company. The holding of a relevant interest does not infer beneficial ownership. Where two or more parties have a relevant interest in the same shares, those shares have been included for each party. Substantial ordinary shareholders 1. Siblow Pty Limited 2. Geoff Wilson No. of shares 35,732,130 6,101,321 % of total 23.03 3.93 1. Notice received on 12 April 2022 2. Notice received on 19 December 2019 Distribution of shareholders (as at 11 August 2026) Category No. of shareholders 1-1,000 491 1,001- 5,000 633 5,001 -10,000 284 10,001-100,000 1,008 100,001 and over 216 2,632 The number of shareholdings held in less than marketable parcels is 359 The names of the twenty largest shareholders - Ordinary shares (as at 11 August 2026) are listed below: Number of ordinary shares held Percentage of issued capital held Siblow Pty Limited 33,922,653 21.87 HSBC Custody Nominees (Australia) Limited 11,497,790 7.41 EVJ Holdings Pty Ltd 3,537,799 2.28 Gold Tiger Equities Pty Ltd 3,500,000 2.26 Heathers Super Pty Ltd 2,650,471 1.71 GW Holdings Pty Limited 1,940,850 1.25 Siblow Pty Limited 1,809,477 1.17 Boutique Investment Management Pty Ltd 1,510,000 0.97 Netwealth Investments Limited 1,404,783 0.91 Business2business Relocations and Fitouts Pty Ltd 1,377,340 0.89 Donwood Pty Ltd 1,239,344 0.80 I&R Simpson Super Pty Ltd 1,177,062 0.76 Treasure Island Hire Boat Company Pty Ltd 1,160,311 0.75 BNP Paribas Nominees Pty Ltd 878,134 0.57 BNP Paribas Nominees Pty Ltd 830,395 0.54 Kirkfare Pty Ltd 805,273 0.52 Mr Bevan David Cushing 750,000 0.48 Hidiga Pty Limited 732,077 0.47 GNR Holdings Pty Ltd 709,720 0.46 Canceler Pty Ltd 690,000 0.44 72,123,479 46.51
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Sandon Capital Investments Limited ABN 31 107 772 467 60 ASX Additional Information For the year ended 30 June 2026 Voting Rights Shareholders are entitled to one vote for each share held. On a show of hands every shareholder present in person or by proxy shall have one vote and upon a poll, every shareholder so present shall have one vote for every share held. Stock Exchange Listing Quotation has been granted for all of the ordinary shares and unsecured notes (ASX code: SNC and SNCHA) of the Company on all Member Exchanges of the ASX Limited. Corporate Governance Statement The Board of Directors of the Company is responsible for corporate governance. The Board has chosen to prepare the Corporate Governance Statement (“CGS”) in accordance with the fourth edition of the ASX Corporate Governance Council’s Principles and Recommendations under which the CGS may be made available on a Company’s website. Accordingly, a copy of the Company’s CGS is available on the Company’s website at www.sandoncapital.com.au under the Listed Investment Company/Corporate Governance section.