TZ Limited Data Room

The financial ledger

Twenty-three years of audited results. A$ millions.

NPAT = net profit/(loss) after tax attributable to members. FY2008 and FY2022 are shown as restated in the following year's comparatives (FY2008 originally $(12.33)m; FY2022 originally a profit of $42,896 on revenue of $21.43m). FY2013 revenue is continuing operations only, following the sale of the PDT manufacturing business. FY2010 contributed equity is reported inconsistently across sources ($125.9m and $130.7m); the higher figure is shown. Cumulative operating cash flow of $(90.38)m is the sum of the column and is the single most useful measure of how much cash the business actually consumed.

Every capital raising

Cash, scrip and debt conversions are separated because they are three very different things wearing the same balance-sheet label. Prices are shown on the basis in force at the time — multiply pre-March-2007 prices by 50, and March 2007 to December 2017 prices by 10, to compare with today.

Approximately $107m of genuine cash equity was raised across the period — a summation of the individually verified cash line items above, not a figure disclosed anywhere. Contributed equity of $233.8m at 30 June 2026 decomposes roughly as: $104m cash subscribed for shares · $68m cash that arrived as loans and was later converted to equity · $6m of accrued interest capitalised into shares · $35m of scrip printed to acquire assets and pay for services (no cash) · $21m of legacy shell capital raised pre-2004 for a different business. So about $62m of the total never involved cash arriving; the balance did, but $68m of it came from lenders rather than shareholders. The legacy figure is derived, not disclosed: contributed equity of $54,565,803 at 30 June 2004 less the $33,705,762 of shares issued during FY2004 (Telezygology acquisition $17,683,612 · March placement $12,000,150 · note conversion $2,500,000 · Aug–Sep 2003 issues $1,522,000), giving an opening balance at 1 July 2003 of $20,860,041. The same shell also carried roughly $24.8m of accumulated losses into the merger.

Debt and hybrid funding

The overwhelming majority of this principal was extinguished by conversion into shares rather than repaid in cash — which is why contributed equity keeps climbing even in years with no cash raising.

Share price, restated to true scale

There is no clean continuous price series for TZL — free data does not reach past 2021 and the archived annual reports do not print year-end prices. What follows are the price points verifiable from actual transactions, restated onto today's consolidated basis.

Market caps marked ~ are derived from the share count of the day, not disclosed figures. Restatement basis: a price quoted before the 1-for-5 of 27 March 2007 passed through both consolidations and is multiplied by 50. A price quoted between 27 March 2007 and the 1-for-10 of 20 December 2017 passed through only the second and is multiplied by 10. Prices after December 2017 need no adjustment. The February 2008 peak of $4.50 therefore restates to $45, not $225.

Key management remuneration, by year

This table has not, as far as I can establish, been assembled before. Every year was read from its own remuneration report and reconciled against the printed total row, then cross-checked against the following year's comparative column.

FY2004 and FY2013 percentages are distorted: FY2004 covers only the first partial year after the reverse merger, and FY2013 revenue is continuing operations only after the PDT sale. The FY2008 total is computed by summing the individual rows — that report contains no total row, which was confirmed by direct query. FY2011's figures are taken from the FY2012 report's comparative column because the FY2011 annual report published on the company's site contains the narrative section only; the financial statements section is not hosted anywhere I could reach.

Remuneration, person by person

Disclosed remuneration only. Payments to companies associated with these people are listed separately in Exhibit G and are not included in these totals.

Mark Bouris, year by year

Appointed 18 June 2009, twelve days before the FY2009 year end; his FY2009 row is blank in every column, which is the basis of the "took no salary at first" account. He was paid from 1 July 2009, his first full year, at $472,264 cash plus $1,227,149 of equity. Note that his cash salary was frozen at exactly $440,917 plus $10,200 "other" for six consecutive years, FY2012 through FY2017 — identical to the dollar. All year-to-year variation is option amortisation running off. The FY2014 grant of 7,500,000 options carried no performance conditions: vesting was time-based only.

Kenneth Ting, year by year

John Wilson, year by year

The convicted: total disclosed extraction

Sigalla's $8.6m is ASIC's sentencing figure for conduct between December 2006 and March 2009 across 24 counts; ASIC's conviction release says "over $8.7m" and most press reporting rounds to $9m. Falconer's $6.25m is ASIC's extradition figure; approximately $1.4m of it went to Falconer personally and to his own firms, the balance to entities connected to Sigalla. Note that Sigalla's disclosed remuneration in FY2009 alone — the year he resigned, and the third year of his offending — was $874,874, up from $120,000 the year before under a contract revised on 1 August 2008 to US$400,000 plus a US$10,000 per month overseas living allowance.

Related-party transactions

Payments made by TZ Limited to companies associated with its own directors, as disclosed in the annual reports. This is the section where the difference between documented and alleged matters most, so every row carries its source and every unverified lead is listed separately below.

Disclosed total to Yellow Brick Road entities FY2016–FY2019: $795,141. Disclosed total to Dunbar Associates FY2004–FY2007: $497,543. Disclosed total to ZMS Investment FY2006–FY2007: $461,667. Payables outstanding to YBR Services: $41,810 at 30 June 2017, $47,289 at 30 June 2018, nil at 30 June 2019.

A disclosure gap worth noting

The FY2007 annual report shows that ZMS Investment Pty Limited, of which Andrew Sigalla was a director, was paid $220,000 in FY2006. The FY2006 annual report does not disclose it. Its related-party note contains only the payment to John Falconer's Dunbar Associates. The Sigalla payment surfaced a year late, as a comparative figure.

Explicit nil disclosures

FY2020 through FY2025 each state, verbatim: "There were no other transactions with KMP personnel and their related parties during the year." FY2024 and FY2025 separately disclose First Samuel Limited as a related party by virtue of significant influence — it was simultaneously the company's largest shareholder and its lender. FY2022 onward disclose that chairman Peter Graham heads Delcor Corporate Advisory and that Delcor Advisory Investment Group is a substantial shareholder; no payments to Delcor are disclosed in any year.

Leads that could not be verified in any filing

• Yellow Brick Road amounts for FY2010–FY2015. Not obtained. The related-party notes for those years sit in the deep pages of the financial statements, which resisted extraction. News Paul Barry reported in SmartCompany in July 2012 that Yellow Brick Road Wealth Management "charged TZ a total of $1.19 million for rent, accounting fees, storage and marketing consultancy during 2010 and 2011." That figure has not been verified against a filing.
• Corporate travel booked through a travel company associated with a director. Not found in any filing. The words "travel", "promotional", "sponsorship", "advertising" and "media" are confirmed absent from the FY2017 and FY2018 related-party sections.
• Payments for promotional appearances or advertising placement on television programs. Not found in any filing.
• Any Sigalla entity other than ZMS Investment — including Techbuilt, which was party to a dispute settled on 23 August 2011 without admissions. Not found in any related-party note.
• Audit or accounting fees to a firm associated with John Falconer. Not found. Dunbar Associates is described as providing "corporate services" and, in FY2007, "corporate staffing services" — never audit. Falconer was separately principal of Carbone Falconer & Co, chartered accountants; no payments to that firm are disclosed.
• Any payment to Dickory Rudduck, John Wilson or Kenneth Ting through an associated entity. Not found. The only related-party-style arrangements involving them are Rudduck's FY2010 consultancy at $150 per hour for up to 60 hours a month, John Wilson's residual consulting payment of $6,086 in FY2013 — a year after resigning — and Wilson's $50,000 FY2018 bonus, which was paid to his consulting company rather than to him personally.
• The composition of the FY2009 cash flow line "payment to former directors' related entities $(9,544,052)". Partially obtained. Note 7 describes "loans to related parties and other advances", fully impaired, and states the group was "pursuing recovery of $13.2m of the above balances which relate to loans to former directors and their related parties." No entity is named anywhere.
• The text of FY2010 Note 4, which explains a prior-period error correction of $26,073,776 booked directly through equity. Not retrieved. The FY2010 directors' report invokes section 299(1) to withhold information on the grounds that disclosure "is likely to result in unreasonable prejudice to the Company" — consistent with the litigation then on foot. This is the single largest documentary gap in the whole reconstruction.

Board and executive chronology

Two internal contradictions in the company's own filings: the FY2008 report states John Falconer was "appointed to the Board on 6 February 2004", while the FY2004 and FY2005 reports both record 15 July 2004. And the FY2018 report gives John Wilson's appointment as Managing Director as 4 September 2017 while the FY2019 report gives 8 September 2017.

The 2026 sequence

• 2 October 2025 — John D'Angelo resigns after five years as a non-executive director.
• 12 March 2026 — John Wilson steps down as Group CEO. David Sampaklis appointed Group CEO effective immediately, on $300,000 plus superannuation, expected to hold about 7.5% of the company after an associated $1.5m placement at 5c.
• 19 March 2026 — Sampaklis resigns, effective immediately, citing "personal circumstances." He was Group CEO for seven days. No successor named.
• 27 April 2026 — Non-executive director Anton Schiavello — who appears in no annual report — resigns over conflicts arising from "early-stage discussions over a potential strategic transaction involving an associated entity." Tim Richardson appointed. Advisers Henslow and Salter Brothers engaged.
• August 2026 — the company's own team page lists no chief executive.

The patent portfolio

The foundational patent, its expiry, and what actually protects the business today.

Justia lists roughly 80 US patents and published applications naming Dickory Rudduck. His earliest filings, from 1994 to 1997, are for golf tees. The creative centre of gravity of the fastening portfolio is 2002–2006; filings thin after 2008 and stop entirely in November 2016, three years after his death. In-force status for the three surviving patents is nominal 20-year term; individual maintenance-fee payment was not verified.

What the company said its portfolio was worth

• FY2006: "55 patent families – over 80 inventions." The same report's fine print describes core IP as "25 patents in varying stages of prosecution" — thirteen in national phase examination, seven in the PCT phase, and five provisionals. None are stated as granted. A provisional application is not a patent and lapses in twelve months unless converted.
• FY2008: "over 260 active patents under prosecution across 60 families", with six granted during the year. "Active patents under prosecution" counts applications in flight; the same invention filed in ten countries counts ten times.
• FY2015 onward: no portfolio figure is stated at all. FY2018 says only that the board remains "firmly convinced of the value of the PAD IP assets" — in the context of an impairment charge.

What does not reconcile

These discrepancies are part of the story rather than noise to be smoothed over.

• The losses do not sum. Reported profit and loss FY2005–FY2025 totals roughly −$192m. Accumulated losses over the same span grew by about $204m. The ~$12m gap sits mostly in the FY2010 prior-period error correction of $26,073,776 booked straight through equity.
• FY2022 was restated from profit to loss. US subsidiary revenue overstated by $1,026,926 and cost of goods understated by $1,012,119, turning a reported $42,896 profit into a $1,996,149 loss and cutting net assets from $4.0m to $1.9m. Any multi-year trend built on the as-reported FY2022 numbers is wrong.
• Share counts between FY2008 and FY2014 are unreliable. The FY2008 report's own opening balance (28,031,566) contradicts FY2007's closing balance (38,725,276), and its weighted average (42,452,908) exceeds its stated closing count (37,785,615) — arithmetically impossible in a year of pure issuance.
• The FY2023 report contradicts itself on operating cash outflow: $2,924,034 in the cash flow statement against $3,249,361 in the going-concern note.
• FY2023 KMP remuneration is stated two ways: $1,141,386 as reported, $1,148,744 as restated in the FY2024 comparative. No restatement note was found.
• Peter Graham's 14,041,074 shares disappear from the FY2025 KMP shareholding table with no disposal line, having been reported in FY2022, FY2023 and FY2024. Confirmed by two independent reads. Unexplained.
• 1,200,000 shares to John Wilson and 600,000 to Chris Kelliher in FY2024 appear in the "Other" column of the shareholding table rather than "Received as remuneration". They dwarf the $16,875 and $5,000 share-grant expense recognised in the same year. No explanatory text was retrievable.
• No termination benefit is disclosed anywhere, in any year, for anyone. Across twenty-two years and dozens of departures — including fourteen KMP exits in the eight years to FY2025 alone — not one dollar of severance, redundancy or retirement benefit appears. No year's remuneration table even carries a termination-benefits column.
• Stock was built for demand that did not arrive — documented, but never tied to a capital raising. The FY2022 chairman's message: inventory was deliberately taken "from circa $1m to nearly $3m" (the balance sheet shows $1,555,395 to $2,686,840). By FY2024 the directors' report describes "large open orders, which were placed around the COVID years, which far outstrip current product demand," and steps taken in June 2024 "to bring inventory back in-house in the US, to allow stock rationalisation and provision for obsolete stock write-offs." By H1 FY2025: "previous purchase commitments and open orders that exceeded near-term supply and demand needs," with manufacturing orders "cancelled or deferred for phased delivery over three years." Write-downs: $485,126 (FY2023), a $92,500 write-back (FY2024), $126,736 (FY2025). Obsolescence policy: "100% provision at cost on hand for inventory items that have no movement in the past 2 years." Inventory by year: FY2021 $1,555,395 · FY2022 $2,686,840 · FY2023 $1,878,250 · FY2024 $1,467,048 · FY2025 $1,362,095 · FY2026 $1,151,920. However: across 23 years no capital raising states inventory or stock as a use of funds. Stated uses are US expansion, product development, recapitalisation, working capital, debt repayment and acquisitions. Seven raisings have no retrievable use-of-funds statement, so the question is open rather than closed.
• TZ did not report revenue by product line for twenty-two years — its statutory segments were geographic — and then FY2026 published a divisional split for the first time: smart lockers $7,015,605, data centre security $1,885,312, Keyvision $1,094,567, with FY2025 comparatives ($7,887,101 / $2,080,438 / $454,630) that had never previously been shown.
• Two separate breaches of ASX Listing Rule 10.1, six years apart, both involving First Samuel Limited. October 2020: security extended to cover a further $3m without shareholder approval, admitted in the company's own voice. August 2026: a further $1m advanced on or about 9 December 2022 also required approval and did not get it — disclosed three years and eight months later, with no explanation of the delay, no attribution of responsibility, and every statement of breach attributed to ASX rather than to the company. The 2021 shareholder approval that followed the first breach was itself the remedy for it.
• FY2026 comparatives are restated for the finalisation of Keyvision provisional acquisition accounting, which moves FY2025 accumulated losses from $230,492,827 to $230,488,325 and lifts Keyvision goodwill from ~$2.81m to $3,820,041.
• TZ had chief financial officers in FY2024 and FY2025 who were never disclosed as key management personnel. Neither Vijay Gupta nor LeiLei Shen is named anywhere in those annual reports.
• Auditors' going-concern paragraphs could not be read for most years. Confirmed present for FY2021 and FY2025; confirmed absent only for FY2024. For every other year the audit report sat past the point where the PDFs stopped converting — "none found" must never be read as "none exists."

Method and sources

Every financial figure was read from TZ Limited's own annual reports, reconciled against the printed total row where one exists, and cross-checked against the following year's comparative column. Where a document's summarised extraction produced figures that failed to reconcile, the discrepancy was resolved by arithmetic — percentage columns and superannuation rates act as checksums — rather than by preference, and any residual uncertainty is flagged above.

The principal limitation is mechanical: these PDFs are long, and the deep pages of the financial statements — where the related-party notes and audit opinions live — frequently could not be reached. That limitation is the reason for most of the "not obtained" entries, and it is why the FY2010–FY2015 Yellow Brick Road figures remain open. Closing that gap requires opening those specific PDFs directly.