Good morning ladies and gentlemen. On behalf of the Board, I welcome you to the 26th AGM of AJ Lucas Group Limited as an entity listed on the ASX. My name is Andrew Purcell and I will be your Chairman for this virtual meeting. It is 9:00 A.M. Brisbane Time, 10:00 A.M. Australian Eastern Daylight Time, the appointed time for the meeting and as we have a quorum I'd declare the meeting open. The notice of meeting was provided to shareholders on 7th October 2025. An addendum was provided to shareholders on 16th October 2025 which added Resolution 5 to confirm the appointment of Robert Bailey as an additional Director.
These have been available since on the company's website, as well as our existing independent Non-Executive Directors and our incoming Non-Executive Director Robert Bailey, also Greg Runge, our Group CEO and Managing Director, and Francis Egan, also an Executive Director and CEO of Cuadrilla. Then we have David Exter, our CFO, and Marcin Swakowski, our Company Secretary and Chief Commercial Officer. I would also like to thank Mark Neal, our audit partner from Ernst & Young, for being present today and making himself available to answer any questions relating to the audit of the group's 2025 financial statements. Today's meeting is being conducted virtually. Registered shareholders, corporate representatives, and proxies will have the ability to ask questions verbally or in writing through the online platform and to submit votes. All voting will be conducted on the basis of a poll.
I'd like to thank those participating at today's meeting virtually as well as those who submitted their vote via proxies ahead of the meeting. Justin Edwards of Computershare will act as Returning Officer and conduct the voting poll. Attendees who wish to ask a verbal question and audio questions facilities available during this meeting, please follow the instructions below the broadcast window. We recommend you wait until question time begins before connecting to the audio line to minimize the time queuing to ask your question. Attendees who wish to submit a written question may do so at any time. To a sk a written question, please click on the Q& A icon on your screen, type your question in the text box and click the Send button. Please note that I will address questions at the relevant time in the meeting.
Please also note that your questions may be moderated or if we receive multiple questions on one topic, amalgamated together. Finally, due to time constraints, we may not get to answer all of your questions. We will answer them in due course by email and, if warranted, posting responses on our website. Voting for all Resolutions is now open. If you are eligible to vote at this meeting, a new vote icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a Submit or Enter button as the vote is automatically recorded. You have the ability to change your vote up until the time I declare voting closed. I will provide a warning as we move closer to closing voting.
We will put up on screen the proxy votes received ahead of the meeting as we move through each item of business separately. Our agenda for today is now shown on the screen. After the presentations, I will endeavor to answer questions arising from them or any questions you may have in relation to our company or the formal business being considered at the meeting. We will then move to the formal part of the meeting being the consideration of the agenda items set out in the notice of meeting. I will now move on to my address and update. The 2025 financial year was one in which the company had to adapt adroitly to significant operational challenges, the consequences of which were materially lower earnings than were achieved in the previous period.
Management under the leadership of Greg Runge responded well to these challenges, putting the company in a strong position to respond to our clients' requirements in future. The 2025 financial year also saw the company complete an important debt restructure that both reduced the number of facilities as well as providing us with the opportunity for material savings in debt servicing costs and to accelerate further deleveraging. This milestone marked a turning point in our financial strategy and reflects the Board's unwavering commitment to restoring balance sheet strength and unlocking long-term shareholder value. Post year end we reduced our total debt by AUD 17.2 million, a substantial step forward in addressing the overhang that has long constrained our valuation.
This reduction was achieved through a combination of disciplined cash management, the resolution of a commercial dispute in the U.K. that delivered a meaningful post year end cash injection, and the generous concessions agreed with our largest shareholder to reduce the carrying costs of shareholder loans. This restructure not only improves our financial flexibility but also signals to the market that we are serious about creating a more sustainable capital structure. Importantly, it allows us to redirect more of our operating cash flow toward growth initiatives and shareholder returns rather than servicing compounding debt. While the operating environment in financial year 2025 was more complex than the record-setting year prior, our team responded with agility and discipline. We preserved capability, invested in innovation, and maintained a strong safety culture, all while executing on our financial priorities. Looking ahead, deleveraging remains a core focus.
We will continue to pursue opportunities to reduce debt further, including through operational efficiencies, asset optimization, and strategic capital allocation. The Board is confident that this path will enhance our resilience and position us to better capture the upside as market conditions improve. I want to acknowledge the efforts of our executive team led by Greg Runge and thank our people across the business for their professionalism and perseverance. To our shareholders, thank you for your continued support and belief in our long-term vision. We are building a stronger, leaner, and more agile Lucas. The progress we've made this year is real and the opportunities ahead compel it. Thank you. The real reason of meetings such as this is to give shareholders the opportunity to ask the company questions.
As such, I will pass over to Greg now to deliver his address, following which I will invite questions from those in attendance. Greg, over to you please.
Thank you, Mr. Chair. Welcome ladies and gentlemen and thank you, Mr. Chairman. It is my privilege to present my second report to shareholders as Chief Executive Officer and Managing Director of AJ Lucas Group Limited. The 2025 financial year was one of resilience and adaptability. After a record-setting 2024 for our Australian operations, we faced a more complex operating environment in financial year 2025. A series of significant client-side incidents and weather-related delays impacted our Australian drilling operations, leading to a necessary resizing of our workforce and a decline in revenue and earnings. These were difficult decisions, but they were made with a clear-eyed view of preserving long-term capability and ensuring we will remain positioned for any recovery in financial year 2026. Despite these challenges, I'm proud of how our team responded.
We continue to invest in the future, successfully executing a technically demanding open cut degasification project, a significant milestone that demonstrates our ability to adapt our directional drilling expertise to emerging market needs. Our ongoing investment in modern rigs and real time geophysical data capabilities reinforces our commitment to delivering smarter, safer, and more efficient solutions for our clients. At Lucas, the safety and well-being of our employees remains at the heart of our operations, and I'm pleased to report that even in a challenging year we recorded zero environmental incidents and maintained a total recordable injury frequency rate of 5.56, which is well below our peers. This achievement reflects the discipline and commitment of our workforce and our ongoing investment in training and professional development. Retention continues to improve with voluntary separations down to 14%, which is a remarkable result for a predominantly fly in, fly out workforce.
Operationally, the year was marked by significant disruptions at several client sites including underground fires and geotechnical issues. These incidents forced us to undertake less favorable mix of work with total contracted shifts approximately 10% lower than originally expected. In response, we made the difficult decision to reduce the size of our workforce. However, our investment in cross skilling and training enabled us to maintain operational momentum and preserve the capability to scale up as demand returns as we expect in 2026. Financially, our revenue for the year was AUD 145.6 million, down 8.5% from the AUD 159.1 million in FY 2024 and group EBITDA was AUD 14.48 million, a 50.3% decrease from AUD 29.16 million in FY 2024. While these results reflect the severity of the disruptions, they're also testament to our ability to adapt quickly and limit the impact and maintain operational continuity in a challenging environment.
Our U.K. operations continue to focus on maintaining a low cost presence with the goal of becoming increasingly self funded while retaining an option on a significant discovered shale gas accumulation. Notably, post year end we resolved a long standing commercial dispute resulting in a substantial cash injection that has strengthened our balance sheet. Looking ahead, we're cautiously optimistic. As you would have recently seen in our announcements, the first quarter trading in Australia has been solid with more consistent utilization among key clients. Additionally, we had a very successful unveiling of our new innovative multipurpose WEI 100 Ton drilling rig in the past month. The event was well attended by existing clients and potential clients and gave the opportunity to demonstrate some of the automation, safety and productivity improvements this next generation of rig can bring to the market.
Market for those interested in the technology, there's some great content available through our website or on our LinkedIn pages. Overall, the fundamentals of the metallurgical coal market remain robust and our clients, many of whom are amongst the lowest cost producers globally, are well placed to lead the sector's recovery. We will continue to seek to diversify our client base, expand into adjacent markets, and invest in the capabilities that will define the next chapter of our growth. In closing, I would like to thank our board, executive team, and most importantly our people whose professionalism and perseverance have once again proven to be our greatest asset to our shareholders. Thank you for your continued support and belief in our long term vision. Together we have built a company that is resilient, innovative, and forward looking.
I'm confident that Lucas will continue to thrive as we move into this next chapter. Thank you again for your attention and continued support. I will now hand you back to the Chairman.
Thank you, Greg. This is an appropriate time to invite shareholders, corporate representatives, and proxy holders to ask questions on the operations or the company or make any comment or observation. Marcin, are there any questions from shareholders?
Thanks Andrew. There are no written questions online at the moment. Is there any verbal questions online?
Chair, there's no verbal questions on the phone. Thank you.
There being no further questions or no questions, I should say, I will now continue on to the formal resolutions part of the meeting. The details of proxies relating to each resolution will be shown on the screen as foreshadowed. All directed proxies I am holding in my capacity as Chairman are being cast in accordance with the directions provided by shareholders, and the available open proxies I hold are being cast in favor of each resolution. The first matter is the consideration of the Directors' report and financial accounts for the year ending June 2025. No vote is required on this item. However, the company is obliged under the Corporations Act to present the meeting the annual accounts and Directors' report, including the audit report.
You will have received these documents some time ago in the release of our results and then subsequently in the Annual Report. Marcin, are there any questions on this resolution?
There is a question. This was a general business question that came through just after we asked for questions previously. It reads: Dear Greg and the Board, rather than the question, I wanted to make some observations of past year's achievements on AJL future outlook. Firstly, I imagine the major carry dispute settlement payment was the result of a multi-year long fought legal battle to seek redress for historical contract performance in the U.K. These funds have provided us with very timely financial boost to be able to fulfill our remaining decommissioning obligations and help improve AJL's balance sheet. In combination with this year's refinancing and our debt facilities, the pinprick of light at the end of the tunnel is finally shining a little brighter than it has for some years.
Despite FY 2025 having obviously been an extremely tough year operationally from weather and client site challenges, our now reduced debt levels along with growth investments like the new 100 ton multipurpose rig finally give cause for some cautious optimism about our future being well positioned to take advantage of any improvement in our industry's operating backdrop, and with credible pathways to reduce AJL's gearing back to more appropriate levels over the medium term, I believe we might finally be able to see some restoration to shareholder value with time. With a long history of profitable operations, numerous trusted long term client relationships, and significant operations, operational expertise and capabilities, our core drilling business deserves to shine brightly again. It can just be given the financial breathing room to do so by getting on top of AJL's legacy debt issues.
On behalf of the Company's major shareholders, I want to thank Greg, the Board and all the AJL team for ongoing diligence and efforts. With time, I sincerely believe the efforts will eventually be rewarded by way of market cap and opportunities for all our business shareholders and employees. Regards. I think that was more of a statement than a question, so thank you for that. There are no other questions or statements online written. Is there any verbal questions?
There's no verbal question on the phone.
Thank you very much and thank you to Mr. Macpherson for that statement which is much appreciated. I will now move on to the first resolution, which is an ordinary resolution that the remuneration report, which forms part of the Director's report of the company for the financial year ended 30 June 2025, be adopted in accordance with the Corporations Act. This is a non-binding resolution. However, it provides shareholders the opportunity to question any aspect of our remuneration policy as it pertains to directors and key management personnel. Marcin, are there any questions in regard to this resolution?
There are currently no questions, no written questions online. Are there any verbal questions?
There is no verbal question on the phone. Thank you.
Thank you. Resolution 2 I'll move on to. Therefore, this is also an ordinary resolution that Mr. Perrin be re-elected as a Director of the Company. The Company's constitution requires at least one third of all directors, excluding the Managing Director, to retire from office every year. This year Austin Perrin retires and, being eligible, puts himself forward for re-election. Mr. Perrin's experience and qualifications are set out in the explanatory statement attached to the Notice of Meeting. Are there any questions on the resolution?
There are currently no written questions online. Are there any verbal questions?
There is no verbal question on the phone for this item. Thank you.
Thank you. Moving on to Resolution 3. Approval of additional issuance capacity. The company is seeking shareholder approval to have the ability to issue equity securities under an additional 10% placement capacity. This 10% capacity is intended to be in addition to the company's 15% placement capacity. Under Listing Rule 7.1, the number of shares permitted to be issued under the 10% placement capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 as per below. If this resolution is passed, the company will be able to issue shares up to the combined 25% limit in Listing Rule 7.1 and 7.1A without further shareholder approval.
This is a special resolution in that under the Corporations Act, any changes to the Company's constitution require at least 75% of the votes cast by shareholders entitled to vote to be cast in favor of the resolution in order for the changes to be passed. Are there any questions?
There are currently no written questions online. Are there any verbal questions?
There is no verbal question on the phone for this item. Thank you.
Moving on to Resolution 4, re newal of proportionate takeover bid provisions in the Constitution. In proportional takeover bid, the bidder offers to buy only a proportion of each shareholder's shares. This means that control of the company may pass without shareholders having the chance to sell all of their shares to the bidder and the bidder may take control of the company without paying an adequate premium for gaining control. In order to address this possibility, the Corporations Act permits a company to include rules in its constitution which enable the company to refuse to register a transfer of shares resulting from a proportional takeover bid unless shareholders in the bid class in a meeting approve the takeover bid. Clause 6.15 of the company's constitution currently contains provisions dealing with proportional takeover bids for company shares.
Under the Corporations Act, these provisions must be renewed every three years or they will cease to have effect. If renewed, the proposed proportional takeover provisions will be in exactly the same terms as the existing provisions and will have an effect for a three-year period commencing on the date of this meeting. This is a special resolution and that under the Corporations Act, any changes to the company's constitution require at least 75% of the votes cast by shareholders entitled to vote to be cast in favor of the resolution in order for the changes to be passed. Are there any questions?
There are currently no written questions online. Are there any verbal questions?
There is no verbal question on the phone for this item. Thank you.
Moving on to Resolution 5. Election of Robert Bailey as Director. As announced to ASX on 10 October 2025, Mr. Bailey was appointed as a Director of the company effective immediately. Mr. Bailey joined the board of the company as a nominee of Kerridge Investments Number One Hong Kong Limited, the company's largest shareholder and also a financier of the company. In accordance with clause 14.4 of the company's constitution, Mr. Bailey holds office until the next general meeting of the company and is then eligible for election at that meeting. In accordance with this requirement, Mr. Bailey offers himself for election. Mr. Bailey's experience and qualification are set out in the explanatory statement attached to the addendum to notice of meeting issued on 16 October 2025. Are there any questions?
There are no written questions online. Are there any verbal questions?
There's no verbal question on the phone for this item. Thank you.
Ladies and gentlemen. That concludes our discussion on the items of business. I declare the poll closed in one minute, just to give you notice that if you haven't submitted any votes that you have a remaining minute to do so. Justin Edwards of Computershare, as Returning Officer, will undertake the count of votes. The results of those votes on the resolutions will be released in an ASX announcement later today and published on our website. I'll pause for a moment just to allow any final votes to be submitted. As I understand, we have no open votes online that may still be cast that we can conclude the meeting. I declare the meeting closed. Good afternoon and thank you everyone for their time.