Announcement PDF Raptis Group Limited – 2025 Annual Report RAPTIS GROUP LIMITED ABN 43 010 472 858 ANNUAL REPORT 2025 CONTENTS PAGE Directors’ Report 2 Corporate Governance Statement 8 Auditor’s Independence Declaration 9 Financial Statements 10 Consolidated Entity Disclosure Statement 30 Directors’ Declaration 31 Independent Auditor’s Report 32 Company Particulars 36 Shareholder Information 37 1 Raptis Group Limited – 2025 Annual Report Directors Report The directors present their report together with the financial statements, of Raptis Group Limited (referred to as the Company or parent entity) and the entities it controlled at the end of the financial year ended 30 June 2025. Directors The names and details of the Company’s directors in office during the financial year and until the date of this report are set out below. Directors were in office for this entire period unless otherwise stated. Mr James Raptis OBE Mrs Helen Raptis Resigned 1 July 2025 Mr Malcolm Cory Mr Russell Garnett appointed 1 July 2025 resigned 19 August 2025 Mr Ross Patane appointed 29 July 2025 Mr Neville Bell appointed 1 September 2025 Company Secretary The following persons held the position of Company Secretary at the end of the financial year: Mr James Raptis - Chairman and Chief Executive Officer. Mr Raptis is a registered builder in Queensland and has over 40 years’ experience in the construction and property development industries. He was appointed Company Secretary on 8 October 1990. Mr. Malcolm Cory - Bachelor of Business, Chartered Accountant. Mr. Cory commenced work for Raptis Group Limited in December 1989. He performs roles as the Chief Financial and Chief Executive Officer and Executive Director. He was appointed Company Secretary on 16 December 1993. Principal Activities The principal activities during the year of entities within the consolidated group were property development, management, investment, sourcing debt and equity structured facilities. Operating Results The result for the period was a profit after tax of $309,513 (30 June 2024 $117,339) Review of Operations The company earned letting and caretaking fees during the period from the Gallery Residences management rights. It acquired the Pearl Main Beach letting and caretaking agreements in April 2025. The investment property recognized at fair value provided a fair value increment of $125,000 (2024 $100,000). A share placement raised $225,000 and a one for one rights issue raised $1,671,608 after capital raising costs. These capital raisings were made in May and June respectively to acquire management rights. These funds were raised so a motion could be put before the AGM in November 2025 to acquire the Sterling Residences Broadbeach caretaking and letting agreements when the building is finished, anticipated in June 2026. Dividends Paid or Recommended No Dividends were paid or declared during the year. 2 Raptis Group Limited – 2025 Annual Report After Balance Date Events On 1 July 2025 Helen Raptis resigned as a Director. Russell Garnett was appointed to fill this casual vacancy. Ross Patane commenced as a Director on 29 July 2025 and Neville Bell on 1 September 2025. Mr James Raptis is to resign from the Board on 30 September 2025. Mr Russell Garnett resigned as a director on 19 August 2025. FSU Capital Pty Ltd (FSU) a controlled entity was formed on 4 July 2025 and has generated fee income of $600,000 banked on 4 September 2025. No other events have occurred subsequent to balance date that might materially affect the financial position or results from operations in future periods. Future Developments, Prospects and Business Strategies A meeting is scheduled for 29 September 2025 to consider a change of name to Group One Capital Limited. The name change is to recognise the fee income activity of structured finance and capital arrangements. FSU Capital Pty Ltd (FSU) a controlled entity was formed on 4 July 2025 and has generated fee income of $600,000 banked on 4 September 2025. FSU has facilitated a structure debt and equity refinance deal that is expected to generate $16 million in fees with receipts expected to commence from June 2026. The company has commenced in July 2025 income generation through debt and equity structured financing through controlled entity FSU Capital Pty Ltd. New directors Ross Patane and Neville Bell are seeking business opportunities to reinvigorate the Group. Income from management rights from the Gallery Residence at Broadbeach and Pearl Main Beach is ongoing. Management rights are expected to continue providing income to the Group. Research and feasibility studies are being undertaken in regard to a number of opportunities including with equity participants. We will keep the market informed as these opportunities progress. Environmental Issues The directors are not aware of any significant breaches during the year. Information relating to Directors at the end of financial year. No remuneration has been paid in the 2025 or 2024 comparative financial year. Information on Directors Mr. James Raptis, OBE Chairman and Managing Director, Age 79 James is a registered builder in Queensland and has over 40 years’ experience in the construction and property development industries. He has been responsible for the completion of many distinctive buildings on the Gold Coast. His experience ranges from the design and development of residential buildings to the construction and property management of commercial and retail properties. James stepped down as CEO on 1 July 2025 and has announced he intends to resign as a director on 30 September 2025. Joint interest in shares – 110,000,000 and direct interest of 97,010 fully paid ordinary shares. He has no interest in options or contractual rights to acquire shares. Mrs Helen Raptis Executive Director, Age 70 Helen resigned from the board on 1 July 2025. Her experience includes property investment, marketing, and event management. She was appointed to the Board on 19 June 2009. Joint interest in shares – 110,000,000 fully paid ordinary shares. Helen has no interest in options or contractual rights to acquire shares. Mr Malcolm Cory Executive Director Age 65 Malcolm Cory is a Chartered Accountant. He commenced working with the company in 1989 as Chief Financial Officer. He was appointed as Company Secretary in 1993. He was appointed to the Board on 17 March 2015. He commenced as Chief Executive Officer on 19 August 2025. Interest in Shares – 11,203,912 fully paid ordinary shares. Malcolm has no interest in options or in contractual rights to acquire shares. 3 Raptis Group Limited – 2025 Annual Report Mr Russell Garnett Non Executive Director Age 48 Mr Garnett commenced as a Director on 1 July 2025 to fill a casual vacancy when Helen Raptis resigned. He stepped down from the board on 19 August 2025. Mr Garnett holds 10,000,000 shares. Mr Ross Patane Non Executive Director Age 58 Mr Patane was appointed as a non-executive director on 29 July 2025. He is a Fellow of Chartered Accountants ANZ, AICD and FINSIA, and holds a Bachelor of Business and has 30 years experience in corporate advisory, financial services and investment management. He currently has no interest in shares, options or in contractual rights to acquire shares. Mr Neville Bell Non Executive Director Age 78 Mr Bell was appointed a non executive director on 1 September 2025. Neville has received an OAM for services to the racing industry and is a graduate of the Australian Institute of Company Directors. He has more than 30 years experience in banking, finance and property development. Most recently he was Chairman of the Brisbane Racing Club for 12 years and led the $1.5 billion redevelopment of the Brisbane Racing Club precinct. It is proposed that he take on the role of Chairman when James Raptis steps down on 30 September 2025. He currently has no interest in shares, options or in contractual rights to acquire shares. Remuneration Report (Audited) This report details the nature and amount of remuneration provided for each key management person of Raptis Group Limited including directors and for the executives receiving the highest remuneration. No remuneration has been paid in the two years to June 2025. Entities associated with Mr. James Raptis have undertaken to provide development and administration personnel at no cost to the Group up to 30 September 2025. Remuneration Policy The remuneration policy of Raptis Group Limited has been designed to align directors, and secretaries, of the economic entity's objectives with shareholder and business objectives by providing a fixed base remuneration component and employer contributions to superannuation funds. The board of Raptis Group Limited believes the remuneration policy to be appropriate, effective and competitively set in its ability to attract and retain appropriately qualified and experienced directors and senior executives to run and manage the economic entity, as well as create goal congruence between directors, executives and shareholders. The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The board's policy for determining the nature and amount of remuneration for board members and senior executives of the economic entity is as follows:  The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the Board, with independent advice on the appropriateness of remuneration packages given trends in comparative companies and the objectives of the Company's remuneration strategy.  When appointed executives will receive a fixed base salary (which is based on factors such as length of service and experience), and superannuation.  The Board reviews the remuneration of the directors and senior executives of the economic entity, taking into account their capability and experience, their ability to control the relevant segment performance and the economic entity's performance including the economic entity's earnings and the growth in share price and returns on shareholder wealth. Remuneration levels are reviewed annually by the directors through a process that considers individual, segment and overall performance of the economic entity. In addition, external consultants provide analysis and advice to ensure directors' and senior executives' remuneration is competitive in the marketplace. The executive directors and executives receive a superannuation guarantee contribution required by 4 Raptis Group Limited – 2025 Annual Report legislation, and do not receive any other retirement benefits. Some individuals, however, may choose to sacrifice part of their salary to increase payments towards superannuation. Compensation Practices The board’s policy for determining the nature and amount of compensation of key management for the group is as follows: The compensation structure for key management personnel is based on a number of factors, including length of service, particular experience of the individual concerned, and overall performance of the company. The contracts for service between the company and key management personnel are on a continuing basis, the terms of which are not expected to change in the immediate future. Upon retirement key management personnel are paid employee benefit entitlements accrued to date of retirement. Key management personnel are paid in accordance with State Legislation in the event of redundancy. Employment contracts of directors and senior executives The current Directors have agreed to work for the period to 30 September 2025 for no remuneration. Directors have an interest in shares of the company and their interests align in seeing value return to all shareholders. Key Management Personnel Remuneration No remuneration has been paid to key management personnel or Directors during the year. (a) The name and position of key management personnel (Executive Directors) in office at any time during the financial year are, James Raptis who holds the position of Managing Director, Helen Raptis who held the position of Executive Director and resigned on 1 July 2025, and Malcolm Cory who holds the position of Executive Director. (b) Key Management Personnel Compensation (c) 2025 James Raptis Helen Raptis Malcolm Cory Short Term Benefits Salary & Fees - 2024 James Raptis Helen Raptis Malcolm Cory - Post-Employment Benefit Superannuation - James Raptis Helen Raptis (joint indirect holding) Malcolm Cory 2025 Directors James Raptis Helen Raptis Malcolm Cory Russell Garnett Balance at start of year Number 97,509,937 97,461,432 4,000,000 - - Shareholdings Number of shares held by Key Management Personnel Name Total Balance 30 June 2025 Balance 30 June 2024 110,097,010 110,000,000 11,203,912 97,509,937 97,461,432 4,000,000 Purchased for consideration Number One for One entitlement taken up Number 1,601,956 12,587,073 12,538,568 5,601,956 Balance at Date of appointment and or resignation 110,097,010 110,000,000 11,203,912 10,000,000 Helen Raptis resigned on 1 July 2025. Russell Garnet was appointed on 1 July 2025 and resigned on 19 August 2025. Ross Patane was appointed on 29 August 2025 and has no interest in shares of the company Neville Bell was appointed on 1 September 2025 and has no interest in shares of the company 5 Balance at the date of this report Number Raptis Group Limited – 2025 Annual Report Meetings of Directors During the financial year, 15 meetings of directors were held. Attendances by each director during the year were as follows:- Director Mr James Raptis OBE Mrs Helen Raptis Malcolm Cory Directors' Meetings Number Eligible to Number Attended Attend 15 15 15 1 15 15 This concludes the remuneration report, which has been audited. Audit Committee Due to limitations imposed by size, the company has not constituted a separate audit committee of the Board of Directors. Indemnity and insurance of officers The company has indemnified the directors and executives of the company for costs incurred, in their respective capacity as a director or executive officer, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the company has not paid a premium in respect of a contract to insure the directors or executives. Indemnity and insurance of auditor The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. Proceedings on Behalf of Company No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. The company was not a party to any such proceedings during the year. Non-audit Services Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 14 to the financial statements. The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in note 14 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons: ● all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and ● none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards. Officers of the company who are former partners of Hall Chadwick QLD There are no officers of the company who are former partners of Hall Chadwick QLD. 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 8 immediately after the corporate governance statement. Auditor Hall Chadwick QLD have been appointed as Auditor for the 30 June 2025 year. 6 Raptis Group Limited – 2025 Annual Report This report is made in accordance with a resolution of directors, pursuant to section 298(2) (a) of the Corporations Act 2001. On behalf of the directors James Raptis OBE Director 25 September 2025 Brisbane 7 Raptis Group Limited – 2025 Annual Report Corporate Governance Statement Good Corporate Governance is a key performance criteria for successful operations. Raptis Group Limited’s corporate governance practices were in place throughout the year ended 30 June 2025. These policies were assessed alongside the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 4th Edition (Recommendations). These set out recommended governance practices which are likely to achieve good corporate governance for ASX listed entities in most circumstances. These recommendations are not mandatory. Where recommendations of the ASX Corporate Governance Council have not been fully complied with due to the size of the company this Statement will explain why. This Statement is current as at 25 September 2025 and has been approved by the Board. The ASX Guidance Note 09 Item 2 allows that the Company may either include the Corporate Governance Statement in this report or adopt a recent innovation in reporting requirements and include all of the appropriate documentation via the URL of the page on its website where such a statement is located. The board of directors believes that adopting the option of a modern and environmentally friendly approach to corporate reporting keeps the Company at the forefront of innovation and evolving corporate practices. To that end, the Board is pleased to advise that copies of the Company’s Corporate Governance Statement and other key governance documents are available in the Corporate Governance section of its website at www.raptisgroup.com.au 8 Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 to the directors of Raptis Group Limited As lead auditor for the audit of the financial report of Raptis Group Limited for the financial year ended 30 June 2025, I declare to the best of my knowledge and belief, there have been no contraventions of: (i) the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) any applicable code of professional conduct in relation to the audit. This declaration is in respect of Raptis Group Limited and the entities it controlled during the financial period. Mark Taylor Director Hall Chadwick Qld Chartered Accountants Dated at Brisbane this 25th day of September 2025 Limited Liability by a scheme approved under the Professional Standards Legislation National Association | Hall Chadwick International Association | Prime Global Associations of Independent Firms RAPTIS GROUP LIMITED ABN 43 010 472 858 and Controlled Entities Consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2025 Notes Revenue from continuing operations 3 Other income Fair value increment Direct management rights costs Legal costs Borrowing cost Amortisation and depreciation Administrative expenses 8 18 9 & 10 Profit before income tax from continuing operations 2025 $ 2024 $ 626,925 534,657 119,627 125,000 (330,103) (11,749) (22,119) (70,825) (127,243) 900 100,000 (275,129) (81,618) (64,970) (96,501) 309,513 117,339 Income tax expense 16 - - Net profit 4 309,513 117,339 Other comprehensive income net of tax - - Total comprehensive income net of tax attributable to members of the company 309,513 117,339 Earnings per share Basic and diluted, profit (loss) for the year attributable to ordinary equity holders of the parent (cents per share) 17 0.193 0.077 Dividends per share (cents) 15 - - cents per share The consolidated statement of profit and loss should be read in conjunction with the accompanying notes. 10 cents per share RAPTIS GROUP LIMITED ABN 43 010 472 858 and Controlled Entities Consolidated statement of financial position as at 30 June 2025 Notes Assets Current assets Cash and cash equivalents Trade and other receivables Other assets 5 6 7 2025 $ 2024 $ 1,980,625 44,642 - 256,146 25,982 300,000 2,025,267 582,128 1,375,000 144,705 1,940,269 1,250,000 76,696 1,361,491 Total non-current assets 3,459,974 2,688,187 Total assets 5,485,241 3,270,315 62,525 53,720 62,525 53,720 5,422,716 3,216,595 31,708,126 (26,285,410) 29,811,518 (26,594,923) 5,422,716 3,216,595 Total current assets Non-current assets Investment property at fair value Property plant and equipment Intangible assets management rights 8 9 10 Liabilities and equities Current liabilities Trade and other payables 11 Total liabilities Net Assets Equity Issued capital Accumulated losses 12 Total equity The consolidated statement of financial position should be read in conjunction with the accompanying notes. 11 RAPTIS GROUP LIMITED ABN 43 010 472 858 and Controlled Entities Consolidated statement of changes in equity for the year ended 30 June 2025 Balance at 1 July 2023 Issued Capital (Accumulated Losses) Total equity $ $ $ 29,811,518 Profit attributable to the entity - (26,712,262) 3,099,256 117,339 117,339 Balance at 30th June 2024 29,811,518 (26,594,923) 3,216,595 Balance at 1st July 2024 29,811,518 (26,594,923) 3,216,595 Profit attributable to the Group Capital raising placement Capital raising entitlement offer Capital raising costs 225,000 1,753,424 (81,816) 309,513 - 309,513 225,000 1,753,424 (81,816) Balance at 30th June 2025 31,708,126 (26,285,410) 5,422,716 The consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 12 RAPTIS GROUP LIMITED ABN 43 010 472 858 and Controlled Entities Consolidated statement of cash flows for the year ended 30 June 2025 Notes 2025 $ 2024 $ Cash flows from operating activities Receipts from customers Interest payments Payments to suppliers and employees Other income Net cash (used in)/provided by operating activities 673,304 6,440 (553,888) 119,627 590,892 (495,210) 245,483 95,682 (72,000) (345,612) (100,000) (417,612) (100,000) Proceeds from borrowings Repayment of borrowings Capital raising placement Capital raising entitlement offer Payment of capital raising costs Net cash flows provided by/(used) in financing activities 250,000 (250,000) 225,000 1,753,424 (81,816) - 1,896,608 - Net (decrease) increase in cash held 1,724,479 (4,318) 256,146 260,464 1,980,625 256,146 5 Cash flow from investing activities Investing in strata office Investing in intangible assets management rights Net cash flow (used in) provided by investing activities Cash flows from financing activities Cash at the beginning of the financial year Cash and cash equivalents at the end of the financial year 5 The consolidated statement of cash flows should be read in conjunction with the accompanying notes. 13 RAPTIS GROUP LIMITED ABN 43 010 472 858 and Controlled Entities Notes to the consolidated financial statements For the year ended 30 June 2025 Note 1: Corporate information The consolidated financial statements of Raptis Group Limited and its subsidiaries (collectively the Group) for the year ended 30 June 2025 were authorised for issue in accordance with a resolution of the directors on 25 September 2025. Raptis Group Limited is a for profit company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange. The group has pivoted to structured finance and investment with reduced focus on engaging in property development management and investment in South East Queensland. Property management assets are still held and provide a consistent cash flow. The Group's principal place of business is level 3, 25 Elkhorn Avenue Surfers Paradise 4217 Queensland. Further information on the nature of the operations and principal activities of the Group is provided in the directors' report. The Group's structure is provided in Note 20. Information on other related party relationships of the group is provided in Note 19. Note 2: Summary of significant accounting policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Raptis Group Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Finance costs Finance Costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred. Issued capital Ordinary shares are classified as equity. (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and interpretations as issued by the Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB). Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions are significant to the financial statements, are disclosed in note 2 (o). 14 RAPTIS GROUP LIMITED ABN 43 010 472 858 and Controlled Entities Notes to the consolidated financial statements For the year ended 30 June 2025 Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties certain classes of property, plant and equipment and derivative financial instruments. (b) Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 20. (c) Principals of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Raptis Group Limited ('company'/or 'parent entity') as at 30 June 2025 and the results of all subsidiaries for the year then ended. Raptis Group Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'. Subsidiaries are all those entities over which the parent entity has control. The parent entity controls an entity when the parent entity is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the parent entity. They are deconsolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the parent entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the parent entity. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest without the loss of control is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in the equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest based on their proportional ownership, even if that results in a deficit balance. Wher