Reverse : Annual Report to shareholders

For personal use only

Reverse Corp Limited ABN 16 085 949 855 and Controlled Entities

Annual Report for the Financial Year Ended 30 June 2021

For personal use only

Reverse Corp Limited ABN 16 085 949 855 and Controlled Entities

CHAIRMAN'S LETTER

Reverse Corp Limited

ABN 16 085 949 855

Level 1, 300 Queen Street

Brisbane QLD 4000

Dear Shareholder,

On behalf of your Board, I am pleased to present our Annual Report for the financial year ended 30 June 2021.

Over the year your company achieved a net loss after tax of $88,315.

The result for the year represents:

• Running costs for the ASX listed holding company Reverse Corp Limited

During the year the Board has had few discussions with any parties in relation to potential options for the ASX shell with none have resulted in any formal proposal. We continue to look for possible investment opportunities.

During the year, there was a change of Board. I would like to thank the former directors for facilitating a seamless transition.

My fellow directors, James Chirnside and Dion Soich, and I would also like to thank all our shareholders for their continued support.

Yours faithfully

Gabriel Radzyminski

Chairman

Reverse Corp Limited

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For personal use only

Reverse Corp Limited ABN 16 085 949 855 and Controlled Entities

DIRECTORS' REPORT

Your directors present their report on the company and its controlled entities for the financial year ended 30 June 2021.

Directors

The names of directors in office at any time during or since the end of the year are:

Mr Peter Ritchie - Chairman (Resigned 12 August 2020)

Mr Gary Hillberg (Resigned 12 August 2020)

Mr Richard Bell (Resigned 12 August 2020)

Mr Shaojing Wang - Chairman (Appointed 12 August 2020, Resigned 11 August 2021)

Mr Jiandong Hu (Appointed 12 August 2020, Resigned 11 August 2021)

Mr Charles Wantrup (Appointed 12 August 2020, Resigned 11 August 2021)

Mr Gabriel Radzyminski - Chairman (Appointed 11 August 2021)

Mr James Chirnside (Appointed 11 August 2021)

Mr Dion Soich (Appointed 11 August 2021)

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

Principal Activities

The consolidated entity during the financial year had no principal activities following the closure of the Reverse Charge Calling business and the sale of the Online Contact Lens business on 30 June 2019 and 1 July 2019 respectively. The ASX has subsequently suspended the consolidated entity on 16 January 2020, until a new principal activity is re- established.

Operating Results & Review of Operations

Net loss after tax (NLAT) for the year to 30 June 2021 was $88,315, from continuing operations compared to a net loss after tax of $179,960 last year.

The net loss after tax reflects the ongoing costs to maintain the ASX listed shell.

Priorities for the Board are to continue to assess future options for the company to achieve the best shareholder returns.

Financial Position

The company generated operating cash outflows of $85,369 down 86% compared to the previous year of operating cash outflows of $617,164. The consolidated entity has net cash at year-end of $4,740.

Significant Changes in State of Affairs

In the opinion of the directors there were no other significant changes in the state of affairs of the consolidated entity during the financial year not otherwise disclosed in this report or the consolidated financial statements.

Events arising since the end of the Reporting Period

The company changed its Board of Directors on 11 August 2021 with Mr Gabriel Radzyminski being appointed Chairman. Mr Gabriel Radzyminski is a Director of Mercantile Investment Company Limited, a major shareholder in the company. Mr James Chirnside and Mr Dion Soich were also appointed. The company has received funding from Mercantile Investment Company Limited with full details in Note 16.

The company continues to explore options for the sale or use of the listed shell.

No other matters or circumstances, other than the declared dividend have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.

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For personal use only

Reverse Corp Limited ABN 16 085 949 855 and Controlled Entities

DIRECTORS' REPORT

Likely Developments, Prospects and Business Strategies

The Company has no operating businesses. The remaining company priority is:

1. Identifying the best option for the use of the existing ASX listed shell

Information on Directors

Mr Peter D Ritchie	- Chairman (Non-executive) (Resigned 12 August 2020)
Qualifications	- B.Com, FCPA
Experience	- Company Chairman since inception in 1999. Previously founding Director, Chief Executive
	and Chairman of McDonald's Australia Limited. Other previous directorships include
	Westpac Bank Limited, Seven Group Holdings Limited and Solution Six Holdings Limited.
Interest in Shares and	- Nil.
Options
Mr Gary B Hillberg	- Non-executive Director (Resigned 12 August 2020)
Qualifications	- B.Bus (Marketing)
Experience	- Mr Hillberg has been a Board member since October 2005. He has over 30 years'
	experience in the Australian telecommunications industry and has held the roles of Chief
	Operating Officer and Group Managing Director with the company.
Interest in Shares and	- 250,356 Ordinary Shares in Reverse Corp Limited.
Options
Mr Richard L Bell	- Non-executive Director (Resigned 12 August 2020)
Qualifications	- LLB
Experience	- Mr Bell is Reverse Corp's founder and former Chief Executive and Board member since
	inception in 1999.
Interest in Shares and	- 1,959,777 Ordinary Shares in Reverse Corp Limited.
Options
Mr Shaojing Wang	- Chairman (Non-executive) (Appointed 12 August 2020 and Resigned 11 August 2021)
Qualifications	-
Experience	- Mr Wang is an experienced entrepreneur having founded a number of businesses in
	Australia and China. He is currently the Chairman of Q Services Holdings Limited and
	director of Twenty Cents Holdings Pty Ltd.
Interest in Shares and	- 18,516,711 Ordinary Shares in Reverse Corp Limited.
Options
Mr Jiandong Hu	- Non-executive Director (Appointed 12 August 2020 and Resigned 11 August 2021)
Qualifications	- None
Experience	- Mr Hu is an experienced business manager of a large retailer.
Interest in Shares and	- Nil
Options
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For personal use only

Reverse Corp Limited ABN 16 085 949 855 and Controlled Entities

	DIRECTORS' REPORT
Mr Charles Wantrup	- Non-executive Director (Appointed 12 August 2020 and Resigned 11 August 2021)
Qualifications	- LLB
Experience	- Mr Wantrup has more than 30 years experience as a Commercial Lawyer. He is also a
	director of Q Services Holdings Limited.
Interest in Shares and	- Nil.
Options
Mr Gabriel Radzyminski	- Chairman (Non-executive) (Appointed 11 August 2020)
Qualifications	- BA (Hons), M.Com
Experience	- Mr Radzyminski is the founder and Managing Director of Sandon Capital Pty Ltd, a
	boutique investment management and advisory firm. He is the portfolio manager of funds
	managed by Sandon Capital Pty Ltd. He is Chairman of Sandon Capital Investments
	Limited and a non-executive director of Future Generation Investment Fund Limited.
Interest in Shares and	- Nil.
Options
Mr James Chirnside	- Independent Non-executive Director (Appointed 11 August 2021)
Qualifications	- BBA
Experience	- Mr Chirnside has worked in financial markets for 32 years mostly as an equities fund
	manager across a broad range of markets and sectors. In addition, he has also been a
	proprietary metals trader, derivatives broker, and fund promoter in Sydney, Hong Kong,
	London, and Melbourne. James is also a director of Dart Mining NL (DTM), WAM Capital
	Limited (WAM), Mercantile Investment Company Ltd (MVT), and Ask Funding Ltd (ASK).
Interest in Shares and	- Nil.
Options
Mr Dion M Soich	- Non-executive Director (Appointed 11 August 2021)
Qualifications	- B.Com, CPA
Experience	- Mr Soich is Reverse Corp's Company Secretary and former Chief Financial Officer. He
	has over 25 years financial executive experience in the health, telecommunications and
	transport industries. He is currently the Company Secretary of unlisted fintech Cherry Hub
	Pty Ltd, unlisted online retailer Uturn Digital Pty Ltd and director of Zapaygo Australia.
Interest in Shares and	- Nil.
Options

Company Secretary

Dion Soich is a Certified Practising Accountant. Dion has held senior finance positions in the health, telecommunications and transport industries, has a Bachelor of Commerce and is currently the CFO and Company Secretary of fintech Cherry Hub Pty Ltd and Uturn Digital Pty Ltd.

Dividends

During the financial year, a fully franked special dividend of $120,718 (0.13c per share) was paid on 2 September 2020 (2020: $2,553,666 - 2.75c per share).

Since the end of the financial year, the Board has not declared any dividends.

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