2026 Annual Report
Released
Released
Announcement PDF
2026
AnnualReport
Chairmanʼs Introduction 3
Managing Director & Chief Executive Officerʼs Review 4
Directorsʼ Report 6
Auditorʼs Independence Declaration 26
Consolidated statement of profit or loss and other
comprehensive income
27
Consolidated statement of financial position 28
Consolidated statement of changes in equity 29
Consolidated statement of cash flows 30
Notes to the consolidated financial statements 31
Consolidated entity disclosure statements 47
Directorsʼ Declaration 48
Independent Auditor's Report 49
Additional ASX information 53
TableofContents
3
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
Dear Shareholders,
The 2026 financial year has been an important period of transition for Group One Capital.
During the year, the Company underwent changes in Board and executive leadership while continuing to develop its
strategy and operating model. Against that background, the Boardʼs priority has been to provide stability and direction,
strengthen our governance and risk-management framework, and ensure that the Company enters the next stage of
its development on a sound footing.
The Group delivered a profitable result for the year, with revenue increasing to $1.514 million and net profit after tax of
$361,056. Importantly, the Company ended the year with no external borrowings and approximately $2.49 million in
cash and interest-bearing investments, providing a strong platform from which to pursue its strategic objectives.
During the year we also saw the emergence of structured finance as a material growth activity for the Group,
alongside the recurring income generated by our established management-rights businesses. The Board believes this
combination provides G1C with opportunities to grow while maintaining a disciplined approach to the deployment of
shareholder capital.
The Board has been particularly conscious that growth must be accompanied by strong governance, appropriate
financial discipline and careful management of risk. Considerable work has therefore been undertaken during the year
to strengthen the Companyʼs governance, reporting and decision-making processes.
There remains much to do, but we enter the new financial year with a clearer strategy, an increasingly diversified
business model and a number of opportunities capable of contributing to the future development of the Company.
On behalf of the Board, I thank our shareholders for their continuing support and my fellow Directors, management
and advisers for their contribution during a year of significant change.
Chairman'sIntroduction
4
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
Dear Shareholders,
FY2026 has been a year of establishing Group One Capital in its new form and laying the foundations for the next
phase of the Companyʼs corporate life.
Our objective has been to develop G1C into a more diversified, capital-conscious business capable of generating
earnings from a combination of recurring management-rights income, structured-finance activities and selected
property and investment opportunities.
We made meaningful progress during the year.
Revenue from continuing operations increased to $1.514 million, compared with $627,000 in the prior year, and the
Group recorded net profit after tax of $361,056. Importantly, we remained profitable while investing in the governance,
management and operating infrastructure required to support the Companyʼs future development.
Our established management-rights businesses at Gallery Residences and Pearl Main Beach continued to provide
recurring revenue and cash flow. We see management rights as an important component of the Groupʼs future
earnings mix and will continue to look for opportunities to improve the performance and scale of this portfolio where
appropriate returns can be achieved.
A major development during FY2026 was the establishment of FSU Capital Pty Ltd and the strategic expansion of G1C
into structured-finance arrangement and facilitation activities. FSU recognised approximately $545,000 of fee income
during its first financial year.
The model is deliberately capital conscious. Rather than seeking to become a significant balance-sheet lender, our
focus is on using the experience, relationships and capabilities within the Group to originate, structure and facilitate
transactions and participate in the value created through establishment, facilitation and performance-based fees.
Sterling Broadbeach provides an important example of this model in operation. At balance date, the project was
approaching completion and subsequently progressed through plan registration and apartment settlements. As
announced to the ASX on 7 September 2026, more than 50% of the apartments settled during the first four days of
settlement. Those settlements represent an important contractual milestone in determining FSU Capitalʼs facilitation-
fee entitlement, which is calculated at $200,000 per settled apartment up to an aggregate contractual cap of $18
million. Payment remains subject to the contractual funding waterfall and the refinancing or repayment of the
subordinated funding facility.
We are also progressing the Ahlei development in Canberra and continue to assess further structured-finance
opportunities where we believe the prospective return appropriately reflects the commercial and execution risks
involved.
The Group entered FY2027 with no external borrowings and approximately $2.49 million of cash and interest-bearing
investments. This gives us the capacity to remain disciplined. Growth for its own sake is not our objective. We intend
to deploy capital selectively, maintain liquidity and avoid building an unnecessarily high fixed-cost base.
There are also opportunities to broaden and strengthen the recurring component of our earnings. Following year end,
we established Sterling Management Pty Ltd in connection with the proposed acquisition of the management rights at
Sterling Broadbeach. That opportunity remains subject to the applicable contractual and approval processes.
Taken together, these initiatives represent the beginnings of a substantially different G1C: a company with recurring
operating income, a growing structured-finance capability and the flexibility to pursue complementary opportunities
ManagingDirector&
ChiefExecutiveOfficerʼsReview
without assuming disproportionate balance-sheet risk.
FY2026 was about establishing those foundations. FY2027 is about execution.
Our priorities are clear: realise the value created through our existing structured-finance transactions, expand the
opportunity pipeline, improve and selectively grow our management-rights operations, maintain financial discipline
and continue building the governance and operational capability expected of an ASX-listed company.
I believe we have entered the new financial year with a clearer direction, a stronger platform and considerably greater
opportunity than was evident twelve months ago.
I thank our shareholders for their support during this period of transition and look forward to reporting on our
progress.
5
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
The Directors of Group One Capital Limited (“Group One Capitalˮ, “G1Cˮ or the “Companyˮ) present their report,
together with the financial report of the Company and its controlled entities (the “Groupˮ), for the financial year ended
30 June 2026.
1. Directors
The persons who were Directors of the Company during the financial year and up to the date of this report were:
Directors were in office for the entire period up until the date of this report unless otherwise stated.
6
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
Directors'Report
Director Position Period in office
Neville Bell OAM Non-Executive Chairman
appointed as Director from 1 September 2025 to
present; appointed as Chairman on 30 September 2025
to present
Ross Patane
Managing Director and Chief
Executive Officer
appointed as Director from 29 July 2025 to present;
appointed as Managing Director and Chief Executive
Officer on 1 November 2025 to present
Malcolm Cory
Executive Director and Chief
Financial Officer
appointed as Director from 17 March 2015 to present;
appointed as interim Chief Executive Officer on 19
August 2025 and ceased on 1 November 2025
James Raptis - resigned on 30 September 2025
Russell Garnett - appointed on 1 July 2025; resigned on 19 August 2025
Helen Raptis - resigned on 1 July 2025
Qualifications and experience:
OAM, GAICD
Mr Bell has more than three decades' experience in banking, finance and property development, and is best known
for his leadership at the Brisbane Racing Club where, as chairman for 12 years, he oversaw the transformation of a
160-year-old institution into a diversified enterprise. Under his guidance, the Brisbane Racing Club delivered a $1.5
billion masterplan redevelopment that included eight residential towers at Eagle Farm, the $50 million Racecourse
Village shopping centre, a 350-unit retirement village, and new community facilities. Annual revenues grew from
around $30 million to $90 million during this period.
Recognised for his governance capability and stakeholder engagement, Mr Bell has also maintained strong
relationships with government, corporate partners and international stakeholders.
Mr Bell was awarded the Medal of the Order of Australia (OAM) for his contribution to the racing industry and the
community and is a Graduate of the Australian Institute of Company Directors.
He was appointed Chairman of the Company during the financial year.
Other current listed company directorships:
Nil
Former listed company directorships in the previous three years:
Nil
Special responsibilities:
Non-executive Chairman of the Board, member and chair of the Remuneration, Nomination and Diversity Committee
and member of the Audit and Risk Committee.
Interests in shares:
1,000,000 ordinary shares
Interests in options and rights:
Nil
7
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
Neville Bell OAM
Non-Executive Chairman
Qualifications and experience:
FCA, FCSI, FAICD, Certified Chair.
Mr Patane is an experienced company director, corporate adviser, accountant and financial services professional with
approximately 40 yearsʼ professional experience. His experience includes corporate finance, mergers and
acquisitions, governance, financial services, capital management, transaction advisory and board leadership.
Mr Patane was appointed Managing Director and Chief Executive Officer during the financial year, having previously
served as a Non-Executive Director.
Other current listed company directorships:
Nil
Former listed company directorships in the previous three years:
Nil
Special responsibilities:
Managing Director and Chief Executive Officer, member of the Remuneration, Nomination and Diversity Committee
and member and chair of the Audit and Risk Committee
Interests in shares:
1,157,656 ordinary shares at the date of this report.
Interests in options and rights:
Nil
8
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
Ross Patane
Managing Director & Chief Executive Officer
Qualifications and experience:
Mr Cory is a Chartered Accountant and has over 30 yearsʼ experience in the construction and property development
industries. Mr Cory has extensive experience in financial management, accounting, corporate administration and the
operations of the Company and has served the Company for approximately 37 years.
He commenced working with the Company in 1989 as Chief Financial Officer. He was appointed as Company
Secretary in 1993 and as an executive Director on 17 March 2015.
Other current listed company directorships:
Nil
Former listed company directorships in the previous three years:
Nil
Special responsibilities:
Executive Director, Chief Financial Officer, joint Company Secretary, member of the Remuneration, Nomination and
Diversity Committee and member of the Audit and Risk Committee.
Interests in shares:
16,367,765 ordinary shares
Interests in options and rights:
Nil
9
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
Malcolm Cory
Executive Director & Chief Financial Officer
2. Company Secretaries
The Company Secretaries during the financial year were:
Malcolm Cory – appointed 16 December 1993 to present.
Toni Myers – 25 September 2025 to present.
LLB (Hons)/BIntBus, GradDipLegPrac, DipAcc, MQLS
Ms Myers is an experienced corporate lawyer and company secretary with experience advising ASX-listed companies
on corporate governance, continuous disclosure, capital transactions and regulatory compliance.
3. Principal activities
The principal activities of the Group during the financial year were:
• operation and ownership of management and caretaking rights businesses;
• property-related investment activities;
• structured finance arrangement and facilitation activities through the Groupʼs wholly owned subsidiary FSU
Capital Pty Ltd; and
• assessment and development of complementary property, investment and finance opportunities.
During FY2026, the Group continued the transition of its business toward a diversified, capital-conscious property,
management-rights and structured-finance platform.
The Groupʼs management-rights operations included the Gallery Residences and Pearl Main Beach businesses. FSU
Capital Pty Ltd pursued arranger-led structured-finance transactions under which fees may arise upon the
achievement of contractual funding, construction, settlement, refinancing and other transaction milestones.
There was no fundamental change in the nature of the Groupʼs activities during the year, although the commencement
and development of the structured-finance activities represented a significant expansion of the Groupʼs operating
model.
10
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
4. Review of operations
Financial performance
For the year ended 30 June 2026, the Group recorded revenue from continuing operations of approximately $1.514
million, compared with approximately $0.627 million in FY2025.
Net profit after tax attributable to members was $361,056, compared with $309,513 in the prior corresponding period.
Revenue comprised principally:
• management and caretaking fees of $830,579;
• structured-finance fee income of $545,455;
• interest income of $86,697; and
• rental and investment income of $51,523.
The result also included a $50,000 fair-value increment in investment property, compared with a $125,000 increment
in the prior year.
The Group generated net cash from operating activities of $384,087, compared with $245,483 in FY2025.
At 30 June 2026, the Group held:
• cash and cash equivalents of $404,712;
• an interest-bearing investment of approximately $2.087 million;
• combined cash and interest-bearing investments of approximately $2.491 million; and
• no external borrowings.
Total liabilities at year end were approximately $160,030.
The Directors consider that the Group entered FY2027 with a sound balance-sheet position. Nevertheless, the timing
of a material component of future earnings and cash receipts may be influenced by the timing of transaction
milestones, project completion, settlements, refinancing outcomes and the accounting recognition of transaction-
related fees.
Management-rights operations
The Gallery Residences and Pearl Main Beach management-rights businesses operated throughout the financial year
and provided recurring management, caretaking and letting income.
The Board continued to review the management of these businesses, their operating performance and opportunities
to expand the Groupʼs management-rights portfolio while maintaining appropriate return and risk criteria.
11
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
Structured finance
During FY2026, the Group established FSU Capital Pty Ltd as a wholly owned subsidiary to pursue structured-finance
arrangement and facilitation opportunities.
The business model is principally arranger-led and is intended to generate establishment, facilitation, performance
and other transaction-related fees while limiting the Groupʼs direct on-balance-sheet lending exposure.
FSU Capital recognised fee income of approximately $545,455 during FY2026.
Projects under consideration or arrangement during the period included property developments at Sterling
Broadbeach and Ahlei Canberra.
Sterling Broadbeach
During FY2026 the Group remained involved in the structured funding arrangements associated with the Sterling
Broadbeach development.
At 30 June 2026, the development was approaching completion and the Group was monitoring practical completion,
certification, plan sealing, settlement and refinancing milestones.
Under the relevant facilitation arrangements, FSU Capital may become entitled to transaction fees linked to settlement
and funding milestones. The timing and amount of income and cash receipts arising from the arrangements are
dependent upon satisfaction of the relevant contractual requirements, project delivery, settlements and refinancing
outcomes.
Developments after 30 June 2026 are addressed under “Matters subsequent to the end of the financial yearˮ below.
Ahlei Canberra
During the financial year, the Group progressed structured-finance arrangements relating to the Ahlei mixed-use
development in Canberra.
At 30 June 2026, the development had progressed through presales and early construction activities. The timing and
amount of any future fees remain dependent upon achievement of the relevant contractual and project milestones.
Corporate development
During FY2026:
• FSU Capital Pty Ltd was incorporated as a wholly owned subsidiary;
• G1 Retirement Pty Ltd was incorporated as a wholly owned subsidiary;
• the Board continued to strengthen the Groupʼs governance, financial reporting and risk-management processes;
and
• the Company continued its assessment of carried-forward tax losses and associated taxation matters.
12
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
5. Financial position
The Directors consider the Groupʼs financial position at 30 June 2026 to be satisfactory.
The Group had net assets of $5,823,772 at year end and no external borrowings.
Cash and cash equivalents of $404,712 together with the Groupʼs interest-bearing investment of approximately
$2.087 million provided combined cash and interest-bearing investments of approximately $2.491 million at 30 June
2026.
The Board continues to manage the Groupʼs capital conservatively, recognising that transaction-related income can
be material but may also be irregular in timing.
The Boardʼs capital-management priorities include:
• maintaining sufficient liquidity for corporate and operating requirements;
• preserving capacity to support existing businesses;
• selectively deploying capital into opportunities that meet the Boardʼs risk and return criteria; and
• avoiding undue reliance on debt funding.
6. Significant changes in the state of affairs
Significant developments during the financial year included:
• the continued implementation of the Groupʼs strategy to expand its recurring management-rights income and
structured-finance activities;
• the incorporation of FSU Capital Pty Ltd and commencement of structured-finance facilitation activities through
that subsidiary;
• recognition of approximately $545,455 of fee income by FSU Capital during the year;
• the incorporation of G1 Retirement Pty Ltd;
• the issue of 2,000,000 fully paid ordinary shares on 15 December 2025, raising $40,000, following shareholder
approval; and
• the continuing development of the Groupʼs governance, operational and capital-management framework.
Other than as disclosed in this report and the accompanying financial statements, there were no significant changes
in the state of affairs of the Group during the year.
13
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
7. Dividends
No dividend was paid or declared during the financial year.
No final dividend has been declared in respect of the year ended 30 June 2026.
8. Matters subsequent to the end of the financial year
Since 30 June 2026, the Group has continued to progress its management-rights and structured-finance activities.
Sterling Management Pty Ltd
On 31 July 2026, the Company incorporated Sterling Management Pty Ltd in connection with the proposed acquisition
and operation of management rights associated with the Sterling Broadbeach development.
The proposed acquisition remains subject to applicable contractual, Board, regulatory and, where required,
shareholder approval processes.
Sterling settlements
Following year end, the Sterling development progressed through completion, plan registration and apartment
settlements.
On 7 September 2026, the Company released an ASX announcement providing a market update concerning Sterling
settlement activity and the progression of the contracted facilitation-fee arrangements.
Under the relevant arrangements, apartment settlements progressively determine the amount of the contractual
facilitation fee, subject to an aggregate contractual cap of up to $18 million. The timing of payment to FSU Capital
remains subject to the relevant contractual payment arrangements, funding waterfall and refinancing outcomes.
The Directors continue to monitor settlement and refinancing activity and the consequent accounting and cash-flow
implications for the Group.
Except for the matters referred to above, no matter or circumstance has arisen since 30 June 2026 that has
significantly affected, or may significantly affect, the Groupʼs operations, the results of those operations or the Groupʼs
state of affairs in future financial years.
14
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
9. Business strategies and future prospects
The Groupʼs strategy is to develop a diversified portfolio of property-related earnings comprising:
• recurring income from management and caretaking rights;
• structured-finance arrangement and facilitation fees;
• selective property and investment exposures; and
• other complementary opportunities where the Board considers that appropriate risk-adjusted returns are
available.
The Group intends to pursue growth without materially increasing fixed operating costs or taking unnecessary
balance-sheet risk.
The Groupʼs principal near-term priorities include:
• completion of the Sterling financing and fee-realisation process;
• monitoring progress and contractual milestones associated with Ahlei Canberra;
• improving the operating performance and scale of the Groupʼs management-rights platform;
• assessing the proposed Sterling management-rights acquisition;
• identifying additional structured-finance opportunities suitable for FSU Capital;
• maintaining disciplined liquidity and capital management; and
• progressing the review of the Groupʼs historic carried-forward tax losses.
The timing and amount of future transaction-related earnings may vary materially between reporting periods because
recognition is dependent upon the satisfaction of contractual milestones and applicable accounting requirements.
Further information concerning specific prospective transactions or forecasts has not been included where the
Directors consider that disclosure could result in unreasonable prejudice to the Group.
15
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
10. Material business risks
The Group is exposed to a range of risks which may affect its future financial performance and prospects.
Transaction and project execution risk
Structured-finance fee income may depend upon third-party projects achieving construction, sales, settlement,
refinancing and other contractual milestones. Delays or failures in those matters can defer or reduce the Groupʼs
anticipated fees.
Revenue concentration and timing risk
A material proportion of prospective earnings may arise from a relatively small number of transactions. Consequently,
the timing of recognition or receipt of individual fees may materially influence results between reporting periods.
Counterparty and credit risk
The Group depends upon counterparties performing their contractual obligations. Counterparty financial distress,
disputes or delays may adversely affect the timing or recoverability of amounts owing to the Group.
Property-market risk
The Groupʼs businesses are exposed to conditions affecting residential property, including property values, sales
activity, settlement rates, purchaser finance, construction costs and the availability of development finance.
Management-rights operational risk
The Groupʼs management-rights businesses are dependent upon the performance and retention of management and
caretaking agreements, maintenance of letting pools, service quality and effective cost management.
Liquidity and capital-management risk
Although the Group had no external borrowings at 30 June 2026 and held material cash and interest-bearing
investments, the timing of transaction-related receipts can be uncertain. The Board therefore maintains liquidity and
cash-flow monitoring processes.
Regulatory and compliance risk
As an ASX-listed entity, the Company is subject to the Corporations Act 2001 (Cth) (“Corporations Actˮ), ASX Listing
Rules and other regulatory obligations. Failure to comply could expose the Group to financial, operational and
reputational consequences.
16
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
11. Environmental regulation
The Groupʼs principal operations are not subject to any particular and significant environmental regulation under
Commonwealth, State or Territory legislation beyond regulations applying generally to businesses and property-
related activities.
The Directors are not aware of any material breach of environmental regulation during the financial year.
12. Share options
No options over unissued ordinary shares of the Company were granted during or since the end of the financial year
and there were no unissued ordinary shares of the Company under option at the date of this report.
13. Indemnification and insurance of Directors and officers
The Company has entered into Deeds of Indemnity, Insurance and Access with Directors. Under these deeds, the
Company agrees to indemnify the officer to the extent permitted by the Corporations Act against any liability arising
as a result of the officer acting as an officer of the Company. The Company is also required to maintain insurance
policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain
circumstances.
During the financial year, the Company maintained insurance in respect of Directors and officers of the Company
against liabilities incurred in their capacities as Directors and officers, to the extent permitted by law.
The contract of insurance prohibits disclosure of the nature of the liability insured and the amount of the premium.
The Company has not otherwise indemnified or agreed to indemnify an auditor of the Company against a liability
incurred as auditor.
17
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
14. Meetings of Directors
The number of meetings of the Board of Directors and Board committees held during the financial year, and the
number attended by each Director while eligible to attend, were as follows:
18
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
Director Board Meetings Audit & Risk Committee
Remuneration &
Nomination Committee
held while
eligible
attended
held while
eligible
attended
held while
eligible
attended
Neville Bell OAM 10 10 3 3 1 1
Ross Patane 14 12 3 3 1 1
Malcolm Cory 17 17 3 3 1 1
James Raptis 9 8 0 0 0 0
Russell Garnett 6 3 0 0 0 0
Helen Raptis 0 0 0 0 0 0
This Remuneration Report forms part of the Directorsʼ Report and has been audited as required by section 308(3C) of
the Corporations Act.
15. Key management personnel
The key management personnel (“KMPˮ) of the Group during the financial year comprised the Directors and those
executives who had authority and responsibility for planning, directing and controlling the activities of the Group.
The Directors during FY2026 were:
19
Annual Report
For the year ended 30 June 2026
ABN 43 010 472 858
Name Role Term as KMP
Non-executive Directors
Neville Bell OAM Non-executive Director and Chair
Commenced 1 September
2025
Former non-executive Directors
Helen Raptis Non-executive Director Ceased 1 July 2025
Executive KMP
Ross Patane
Managing Director and Chief
Executive Officer
Commenced 29 July 2025
Malcolm Cory
Executive Director and Chief
Financial Officer
Full year
Former Executive KMP
James Raptis
Managing Director, Chief Executive
Officer, Chair and joint Company
Secretary
Ceased 30 September
2025
Russell Garnett
Managing Director and Chief
Executive Officer
Commenced 1 July 2025
and ceased 19 August 2025
RemunerationReport-Audited
Short-Term Benefits
Post-Employment
Benefits
Share-based
Payments
Total
Salary & Fees Bonus Superannuation Shares Options
Current Year $ $ $ $ $ $
Neville Bell OAM 2026 72,500 - - - - 72,500
Ross Patane 2026 102,500 - - - - 102,500
Malcolm Cory 2026 40,000 - - - - 40,000
2025 - - - - - -
James Raptis 2026 - - - - - -
2025 - - - - - -
Russell Garnett 2026 - - - - - -
Helen Raptis 2026 - - - - - -
2025 - - - - - -
Total 2026 215,000 - - - - 215,000
2025 - - - - - -
KMP Balance 1 July 2025 Acquired / Issued
Disposals / other
changes
Balance 30 June 2026
Neville Bell OAM - 1,000,000 - 1,000,000
Ross Patane - 1,148,758 - 1,148,758
Malcolm Cory 11,206,716* 5,161,049* - 16,367,765
FY2026 FY2025 FY2024 FY2023 FY2022
Revenue ($) 1,514,254 626,925 534,657 502,443 645,544
Net profit/(loss) after tax ($) 361,056 309,513 117,339 354,165 96,096
Basic EPS (cents) 0.103 0.193 0.077 0.23 0.06
Dividends per share (cents) Nil Nil Nil Nil Nil
Year-end share price ($) 0.05 0.063 0.013 0.02 0.033
23. Loans to key management personnel
There were no loans made, guaranteed or secured, directly or indirectl
Share your feedback
Discover