ANNUAL
REPORT
2024
CONTENTS
TABLE OF
Chairman and CEO Report
04
Review of Operations
06
Directors’ Report
11
Auditor’s Independence Declaration
29
Statement of profit or loss and other
comprehensive income
31
Statement of financial position
32
Statement of changes in equity
33
Statement of cash flows
34
Notes to the financial statements
35
Consolidated entity disclosure statement
76
Directors’ Declaration
77
Independent Auditor’s Report
78
Australian Securities Exchange (ASX)
Additional Information
84
Corporate Directory
87
03
AERIS ENVIRONMENTAL LTD
REPORT
CHAIRMAN AND CEO
Dear Shareholders
I am pleased to report that Aeris has made significant
progress in advancing its Energy Alliance initiative in
recent months. The Company has communicated its
strategic focus in growing an ecosystem of products
and services aimed at the growing demand for energy
efficiency and carbon neutrality solutions.
Early customer engagement across the spectrum of
enterprise to SME is already reflecting consistent and
positive feedback from our customers that actionable
measurement, verification and reporting, is fundamentally
aligned with their needs. The Company’s solutions will
enable corporations to move away from purchasing
carbon offsets and focus on the core deliverables of
energy and carbon reductions.
Importantly, the planned solution technologies will not
only deliver outstanding improvements over baseline
measurements, but also drive increased adoption of the
core Aeris consumables and technologies. As outlined
consistently, Aeris through its Energy Alliance initiative
is assembling complementary products and services for
which we have gained certain commercial rights, which is
rapidly expanding our capabilities.
Customers are required to meet the new IFRS S1 and S2
reporting standards, particularly targeting their Scope 2
disclosures. In parallel there is movement from a deemed
system to a measurement and verification requirement
for which our solutions will be ideally placed to maximise
improvements and gain validation for future grants of
Australian energy rebate certificates.
From a global perspective Aeris is working on
establishing distributors and value-added partners to
deliver our solutions into the global marketplace for
energy efficiency which is growing at a rapid rate. It is
anticipated that this demand will accelerate over the
coming decade and Aeris believes that both our platform
and ecosystem is well positioned versus potential
competitors to drive solutions for the needs of customers
both in Australia and internationally.
The Company has
communicated its strategic
focus in growing an
ecosystem of products
and services aimed at the
growing demand for energy
efficiency and carbon
neutrality solutions.
Aeris’ core products continue to enjoy increased sales and
have been tailored to growing market needs in indoor
air quality, energy efficiency, asset protection, and mould
remediation. Our R&D program has successfully enhanced
the performance and cost effectiveness of many of our
products and we will be introducing a number of new
solutions in response to customer and distributor demand
which we believe will drive meaningful growth in our
high margin consumables.
In China, we have established partnerships with
highly regarded companies for local manufacturing
and distribution across various sectors. Initial product
shipments have commenced. The Chinese authorities
have determined a number of priorities in the fields of
energy, food safety, and indoor air quality for which our
Aeris WOFE is adding resources to focus on these needs.
Aeris is increasing not only its capabilities but its
product portfolio, and its current engagement with
enterprise customers continues to grow with multiple
onramps which have the potential to deliver long term
relationships with Aeris. Your Company remains focused
on both cost containment and sustainable growth whilst
maintaining an active research and development program
to enhance our portfolio with a market focused strategy.
I would like to thank the Aeris team and our investors for
their support and commitment whilst Aeris continues
to focus on growing shareholder value and establishing
an efficient and scalable network of customers and
distributors globally.
Maurie Stang
Andrew Just
Chairman
CEO
05
AERIS ENVIRONMENTAL LTD
OPERATIONS
REVIEW OF
Sector Outlook
Aeris successfully executed a program of revenue
growth and operational improvements, with target
markets growing strongly from prior year and systems
implemented to enable growth scaling. Core business
revenues grew by 58% compared to the previous year,
with gross margins meeting the targeted range of
over 50%, and operating expenses reduced by 5%. The
Company’s growth strategy is progressively executed to
address the growing Scope 1 and 2 ESG requirements of
enterprise clients. As awareness increases for ESG issues,
businesses are recognizing the costs of inaction. The
built sector, responsible for over a third of global energy
consumption, is now a focal point for investment in
energy and carbon reduction initiatives and Aeris offers
proprietary technologies which deliver upon these needs.
In Australia, government regulatory requirements have
now mandated reporting on energy efficiency metrics
and targets for large entities starting in the next financial
year. This presents a unique opportunity for Aeris to assist
enterprises in meeting these new standards. Delivering
customers with the ability to measure, verify and act on
their carbon footprint will present a substantial growth
path for the Company.
Aeris’ product portfolio has been expanded and
strengthened to address the evolving needs of the energy
efficiency and air quality market in the built environment,
as well as targeting specific market segments in
international markets where its proprietary technology
presents other commercial opportunities.
Finance Performance
Annual revenue for the 2023-2024 financial year was
$3,166,066 (2023: annual revenue $2,110,315). The
Company made a loss before income tax of $3,104,857
compared to a loss before income tax of $4,028,470 in the
prior year. Gross margins were improved at 57% (2023:
53%), reflecting the focus on maintaining supply chain
costs despite inflationary pressures.
The Company’s cash receipts from customers for the
year were $3,279,229 compared to the previous year of
$2,721,188. As 30 June 2024 Aeris has net liabilities of
Aeris successfully executed
a program of revenue
growth and operational
improvements, with target
markets growing strongly
from prior year and systems
implemented to enable
growth scaling.
REVIEW OF OPERATIONS
$27,505 compared to net assets of $2,951,081 on 30 June
2023. Cash at 30 June 2024 was $989,791 compared to
$2,599,996 at 30 June 2023. The net cash used in operating
activities decreased by $597,234. Balance sheet movements
included a decrease in trade debtors of $39,183.
Heating, Ventilation,
Air-Conditioning and Refrigeration
(HVAC&R)
Aeris is delivering a dual value proposition of energy
efficiency and improved indoor air quality (IAQ) through
its HVAC&R product and service range. FY24 saw strong
progress, with successful early implementations at
enterprise client sites. The Company has identified clear
market needs for programs that enhance operating
efficiencies and air quality in the built environment.
The expanded portfolio through strategic acquisitions
of distribution rights for key IAQ technologies (AtmosAir
and EnviroGuard) developed positive traction through the
course of the year, and the Company continues to explore
further additions.
Aeris is expanding the Energy Alliance, bringing together
industry leaders to provide holistic solutions, including
an innovative software platform which has the potential
to revolutionise the measurement and management of
HVAC&R systems. The Company will be able to offer end-
to-end solutions for commercial buildings, from energy
and IAQ assessment to implementation of sustainable
improvement programs that improve building carbon
emissions performance.
This comprehensive solution addresses the evolving
landscape of energy rebate schemes and pricing, as
well as mounting ESG reporting requirements. As these
requirements become a fundamental priority for many
companies, the need to measure, verify and act on carbon
emissions is growing. The Company’s agile and affordable
HVAC&R solutions will become core to achieving these
essential outcomes, and pilot studies have documented
both energy savings and indoor air quality (IAQ)
improvements, adding to the evidence base for the
efficacy of Aeris’ products.
07
AERIS ENVIRONMENTAL LTD
Environmental Hygiene
The Company continued its research and development
work on new advanced solutions for the mould
remediation and prevention market, and field trials of new
chemistries delivered highly positive feedback. Aeris is
planning to launch new products in this category, which
it believes will provide superior remediation, be more
environmentally friendly, and solve the occupational
health and safety impact of legacy technology in this
market. Adding to its current product portfolio that
addresses pernicious mould challenges, this market is a
growth focus for the coming year.
Specialty Products and Services
Aeris’ Queensland-based team of mould remediation
specialists continues to build a strong reputation, serving
major clients such as the Queensland Government. This
service offering has shown steady growth and opens
adjacent product markets in indoor air quality and
surface hygiene.
The Company’s range of corrosion protection products
progressed well during the year, with development of
a significant upgrade on a key product in the range
which was already best-in-class. Working with a key
international customer to solve a specific challenge, this
new product is anticipated to perform well in multiple
international markets.
International Markets
Aeris has continued its strategic focus on market
opportunities in China, with substantial progress made
by securing contract manufacturing partnerships and
developing distribution channel partners. Identifying
specific Chinese market needs has resulted in
formulating chemistries that are fit for purpose in China,
and engaging in pilot studies with enterprise customers
has yielded a positive sales pipeline for the coming year.
In the USA, Aeris is targeting the HVAC&R OEM corrosion
protection market. This manufacturer market has a
complex and lengthy sales cycle, and the Company
remains committed to offering USA key customers its
solutions, which are now enhanced from the research
and development efforts.
Consistent with its growth strategy, the Company has
worked with its international distributors and channel
partners to leverage its technologies into key global
markets, based on an expanding portfolio. Many of these
emerging relationships come with partners who have
extensive customers bases in their home markets and
have been looking for integrated solutions which Aeris’
ecosystem and portfolio now can deliver in a highly
competitive package.
REVIEW OF OPERATIONS
Australia
IIn Australia, Aeris is focusing on not only its customers’
ESG needs, but also on the very specific requirements
of a transition from offsetting carbon emissions
with purchasing of carbon certificates to real and
demonstrable energy and carbon reduction. Aeris is
leveraging its significant domain expertise in helping
customers adapt to a new regulatory landscape which
motivates a shift away from purchasing carbon offset
credits. The Energy Alliance initiative will offer expertise
in measurement and verification, and technologies to
improve energy efficiency and environmental hygiene.
The Company has expanded its product range through
R&D and strategic distribution agreements, widening
the scope of value it can offer to customers. These
solutions offer real-time energy and air quality monitoring,
contributing to carbon emission reductions and healthy
building certifications.
Summary
Aeris has executed successfully on the initial phase of its
growth strategy by addressing the cost base, operational
execution, and driving revenue growth in targeted
markets. Sales increased by 58% versus prior year. Aeris
has invested in new technologies, partnerships, and
updated existing products based on customer feedback
and vertical market needs.
With the integration of the Energy Alliance solutions, Aeris
is now experiencing growing engagement and demand
from a broad cross section of customers and partners. The
Company’s development program and investment are
focused on extending its portfolio to partners throughout
international markets and complementing its consumable
range of products, enabling both a profitable and scalable
business to address customers’ needs.
Overall, Aeris’ success will be measured by achieving
ongoing growth whilst delivering increased shareholder
value and indeed contributing to the ESG outcomes of its
customers and partners to make their built environments
more efficient. Key to these outcomes is the increasing
number of products and technologies which have been
protected by patents and intellectual property, to afford
the Company a growing and strategic position in this
expanding global market.
The next stage of the growth strategy is to expand the
scope of value offered to enterprise customers and move
up the value chain by partnering with customers on
meeting their carbon emission goals. Aeris’ anticipates
growing demand from customers seeking to meet their
reporting obligations and improve baseline energy goals.
Aeris is well-prepared to address these challenges with its
integrated and holistic approach.
09
AERIS ENVIRONMENTAL LTD
REVIEW OF OPERATIONS
REPORT
DIRECTORS’
The Directors of Aeris Environmental Ltd submit herewith
the Annual Report for the financial year ended 30 June
2024. In order to comply with the provisions of the
Corporations Act 2001, the Directors’ Report is as follows:
Directors
The Directors of Aeris Environmental Ltd at the date of this
report are:
Maurie Stang
Non-Executive Director
and Chairman
Steven Kritzler Non-Executive Director
Abbie Widin
Non-Executive Director
Jenny Harry
Non-Executive Director
All Directors served on the Board for the period 1 July
2023 to 30 June 2024.
Aeris has executed successfully
on the initial phase of its growth
strategy by addressing the cost
base, operational execution,
and driving revenue growth in
targeted markets.
11
AERIS ENVIRONMENTAL LTD
The names and details of the Directors, Chief Executive
Officer and Company Secretary of Aeris Environmental Ltd
during the whole of the financial year and up to the date
of this report, unless otherwise stated:
Maurie Stang
NON-EXECUTIVE DIRECTOR AND CHAIRMAN
Mr Maurie Stang has more than three decades of
experience building and managing companies in the
healthcare and biotechnology industry in Australia
and internationally. His strong business development
and marketing skills have resulted in the successful
commercialisation of intellectual property across global
markets. Mr Stang has been the Executive Chairman of
unlisted company Lumitron Technologies since 2016.
Director since: 24 July 2002 - appointed Chairman in 2002
Directorship of other listed companies held in the
last three years: Non-Executive Chairman of Nanosonics
Limited (ASX:NAN) until 1 July 2022 (Deputy Chairman
from 1 July 2022 until 18 November 2022).
Non-Executive Deputy Chairman of Vectus Biosystems
Limited (ASX:VBS) since December 2005.
Steven Kritzler
NON-EXECUTIVE DIRECTOR
Mr Kritzler (M.Sc from the UNSW in the field of Polymer
Chemistry) holds a number of international patents. He is
the Technical Director of Novapharm Research (Australia)
Pty Ltd. Mr Kritzler has over 40 years of experience in
commercial R&D in the areas of pharmaceutical, medical,
cosmetic and speciality industrial products. Under his
technical direction, Novapharm Research has become a
world-leader in infection control science.
Director since: 24 July 2002
Directorship of other listed companies held in the
last three years: None
Abbie Widin
NON-EXECUTIVE DIRECTOR
Dr Widin (PhD (Physiology, Univ. Sydney), Diploma of
Business Administration (AGSM), GAICD) has over 20 years’
experience in global consumer goods, consulting and
proptech. She has held various marketing, commercial
and international management roles in both private and
public companies, such as Procter & Gamble (Australia
and Europe) and Kellogg (Asia Pac). Dr Widin is an owner
of companies supplying facade management and soft
services to the commercial real estate market. She has
strengths in go-to-market strategy, innovation pipelines
and leading cross-functional teams.
Director since: 2 March 2021
Directorship of other listed companies held in the
last three years: None
Jenny Harry
NON-EXECUTIVE DIRECTOR
Dr Harry (PhD GAICD) is a graduate of the Harvard
Business School General Manager Program and the
Australian Institute of Company Directors. She has 25
years’ experience in executive management of companies
in the biotechnology, diagnostic and biopharmaceuticals
sectors. Dr Harry is an accomplished CEO with experience
in growing companies from start-up to commercialisation,
and has demonstrated expertise in building high-
performing teams, establishing global partnerships,
capital raising, investor relations, together with corporate
governance and compliance. She is an experienced Non-
Executive Director on the Boards of listed and unlisted
companies. Dr Harry is currently a Non-Executive Director
of Neuren Pharmaceuticals Limited (ASX:NEU) and a
member of the Board’s IP sub-Committee of the Children’s
Medical Research Institute.
Director since: 21 April 2021
Directorship of other listed companies held in the
last three years: Non-Executive Director of Neuren
Pharmaceuticals Limited (ASX: NEU) since 2018.
DIRECTORS’ REPORT
Andrew Just
CHIEF EXECUTIVE OFFICER
Mr Just (Bec., Hec , MBA, GAICD) was formerly the Regional
Director Asia Pacific for Radiometer; a Danaher Company.
He has 30 years’ global experience in delivering growth
and scale competencies with leading Fortune 500
companies, including GE Healthcare, Danaher, Stryker, and
Cochlear. Andrew has held a variety of senior leadership
roles across diverse business functions, with expertise
in sales and marketing, performance management,
commercial transactions, and operations in both
turnaround and growth environments.
Appointed: 28 March 2022
Directorship of listed companies held in the last
three years: Non-Executive Director of Singular Health
Group (ASX: SHG) since March 2021.
Robert Waring
COMPANY SECRETARY
Mr Waring (B.Ec, CA, FCIS, FFin, FAICD) was appointed
to the position of Company Secretary of the Company
in 2002. He has over 50 years of experience in financial
and corporate roles, including over 30 years in company
secretarial roles for ASX-listed companies and over 20
years as a Director of ASX-listed companies. Mr Waring has
over 30 years of experience in industry and, prior to that,
spent nine years with an international firm of chartered
accountants. He is a director of Oakhill Hamilton Pty
Ltd, which provides company secretarial and corporate
advisory services to a range of listed and unlisted
companies. Mr Waring is also presently the Company
Secretary of ASX-listed companies Vectus Biosystems
Limited (ASX:VBS) and Xref Limited (ASX:XF1).
SHARE
REGISTRY
Computershare Investor
Services Pty Limited
Yarra Falls, 452 Johnston Street
Abbotsford VIC 3067
GPO Box 2975, Melbourne VIC 3001
Telephone: 1300 850 505 (within Australia)
Telephone: +61 3 9415 4000 (outside Australia)
Website: www.computershare.com
13
AERIS ENVIRONMENTAL LTD
DIRECTORS’
MEETINGS
The following table sets out the number of Directors’ meetings and Committee meetings held during the financial year and
the number of meetings attended by each Director.
Board of
Directors
Audit and Risk
Committee
Corporate
Governance
Committee
Remuneration
and Nomination
Committee
NUMBER OF MEETINGS HELD
9
4
1
3
Directors and their attendance
Maurie Stang
9
4
1
3
Steven Kritzler
7
-
-
-
Abbie Widin
8
-
-
-
Jenny Harry
9
4
1
3
Committee Membership
As at the date of this Report, the Company had an Audit
and Risk Committee, a Corporate Governance Committee,
and a Remuneration and Nomination Committee.
Members acting on the Committees of the Board during
the financial year are:
Audit and Risk Committee
Jenny Harry (Chair) and Maurie Stang
Corporate Governance Committee
Jenny Harry (Chair) and Maurie Stang
Remuneration and Nomination Committee
Jenny Harry (Chair) and Maurie Stang
In addition, the Board has a Disclosure Committee, a
Related Parties Committee and (since 20 December
2023) an Innovation Sub-Committee, which met as and
when required.
Three strategy meetings and a Directors-only meeting
were also held during the financial year.
Principal activities
The principal activities of the consolidated entity during
the course of the financial year were:
• research, development, commercialisation of
proprietary technologies and global distribution of
HVAC/R Hygiene, anti-corrosion and disinfectant
products;
•
provision of HVAC/R Hygiene and Remediation
Technology, Indoor Air Quality and Corrosion
Protection services.
There is no significant change in the nature of activities
performed by the Company during the financial year.
DIRECTORS’ REPORT
REVIEW OF
OPERATIONS
The results of the operations of the consolidated entity during the financial year were as follows:
2024
$
2023
$
Change
$
Change
%
Income
3,166,066
2,110,315
1,055,751
50.03
Expenses
(6,270,923)
(6,138,785)
(132,138)
(2.15)
Income tax benefit
131,907
374,727
(242,820)
(64.80)
Loss after income tax
(2,972,950)
(3,653,743)
680,793
18.63
The Company’s Review of Operations commences on page 6 of this report.
Dividends
The Directors do not recommend the payment of a
dividend in respect of the year ended 30 June 2024 (2023:
Nil). No dividends have been paid or declared since the
start of the financial year.
Significant changes in the
state of affairs
There have been no significant changes in the state of
affairs of the Group.
Significant events after
the balance date
There have been no matters or circumstances, which have
arisen since 30 June 2024 that have significantly affected
or may significantly affect:
(a) the operations, in financial years subsequent to 30
June 2024, of the consolidated entity; or
(b) the results of those operations;
(c) the state of affairs; in the financial years subsequent to
30 June 2024, of the consolidated entity.
Likely developments and expected
results of operations
Disclosure of information other than that disclosed
elsewhere in this Report regarding likely developments
in the operations of the consolidated entity in future
financial years and the expected results of those
operations is likely to result in unreasonable prejudice to
the consolidated entity. Accordingly, this information has
not been disclosed in this Report.
Environmental regulations
The economic entity is not subject to any significant
environmental Commonwealth or State regulation in
respect of its operating activities.
15
AERIS ENVIRONMENTAL LTD
Indemnification of Officers
and Auditors
Indemnification
The Company has a Deed of Access and Indemnity with
each of its Directors, by which the Company indemnifies
each Director in relation to any liability incurred as a result
of being a Director of the Company except where there is
lack of good faith.
During or since the financial year, the Company has
agreed to indemnify the Auditor UHY Haines Norton, to
the extent permitted by law.
Insurance premiums
During the financial year, the Company paid a premium
in respect of a contract to insure its Directors and
executives against a liability to the extent permitted by
the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of liability and the
amount of the premium.
During the financial year, the Company has not paid a
premium in respect of a contract to insure the Auditor of
the Company.
Proceedings on behalf of the company
No person has applied for leave of Court to bring
proceedings on behalf of the Company or to 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 part of those proceedings.
The Company was not a party to any such proceedings
during the financial year.
DIRECTORS’ REPORT
DIRECTORS’
INTERESTS
Equity holdings
Ordinary shares
Rights over ordinary shares
Maurie Stang
23,698,288
-
Steven Kritzler
11,252,785
-
34,951,073
-
Particulars of options or rights granted
over unissued shares
2024
2023
Number of options or rights on issue over unissued ordinary shares
650,000
700,000
Shares issued in the period as the result of the exercise of options or rights
50,000
1,218,531
700,000
1,918,531
Full details of options or rights on issue are shown in note 24 and 25.
Non-audit services
There were no non-audit services provided during the
financial year by the auditor.
Officers of the company who are
former audit partners of UHY Haines
Norton
There are no Officers of the Company who are former
audit partners of UHY Haines Norton.
Auditors
UHY Haines Norton continues in office in accordance with
section 327 of the Corporations Act 2001.
Auditor’s independence declaration
The Auditor’s Declaration of Independence for the year
ended 30 June 2024 is on page 29.
Corporate Governance
Aeris Environmental Ltd’s Corporate Governance
Statement and ASX Appendix 4G are released to ASX
on the same day the Annual Report is released. The
Company’s Corporate Governance Statement, and its
Corporate Governance Compliance Manual, can be found
on the Company’s website at:
https://www.aeris.com.au/investors
17
AERIS ENVIRONMENTAL LTD
REMUNERATION
REPORT (AUDITED)
Key Management Personnel (KMP)
The KMP of the Company comprise the Directors and
Chief Executive Officer only, as follows:
Non-Executive Directors
The Directors of Aeris Environmental Ltd at the date of this
report are:
•
Maurie Stang
•
Steven Kritzler
•
Abbie Widin
•
Jenny Harry
Executive
Andrew Just (Chief Executive Officer)
PRINCIPLES USED TO
DETERMINE THE
NATURE AND AMOUNT
OF REMUNERATION
Remuneration policies
Details of Aeris’ remuneration policies and practices,
together with details of Directors’ and Executives’
remuneration, are as follows:
a) Overview of remuneration structure
The objective of the Company’s executive reward
framework is to ensure that reward for performance is
competitive and appropriate for the results delivered.
Processes have been established to ensure that the levels
of compensation and remuneration are sufficient and
reasonable, and explicitly linked to the achievement
of personal and corporate objectives. The short and
long-term incentive plans are specifically aligned to
shareholder interests.
Aeris’ Remuneration and Nomination Committee advises
the Board on remuneration policies and practices
generally, and makes specific recommendations on
remuneration packages and other terms of employment
for staff, including Directors, the Company Secretary
and senior managers of the Company. The Committee
has access to the advice of independent remuneration
consultants to ensure the remuneration and incentive
schemes are consistent with its philosophy as well as
current market practices, however no external report was
received in the financial year.
b) Non-Executive Directors
Total compensation for all Non-Executive Directors
was approved at the Company’s 2014 Annual General
Meeting (AGM) at $300,000 per annum. A Resolution
was approved at the AGM held on 27 January 2022 to
increase the limit of Directors’ Fees by $150,000. The
increase provides some headroom in the future for an
increase in the rate of Directors’ fees and to enable Aeris
to appoint additional Directors as the Company grows. It
is noted that Directors’ Fees were paid for the first time in
the 2020-21 financial year for two Directors who have not
been compensated with Directors’ Fees since the 2002
IPO. Amounts paid to Directors were determined in earlier
years in conjunction with advice from external advisors
in reference to fees paid to Non-Executive Directors of
comparable companies. No external report was received
in the 2024 financial year. The base fee for the Chairman
is $90,000 per annum and, for other Non-Executive
Directors $60,000 per annum. Directors’ Fees will cover
all main Board activities and membership of Committees
of the Board. This may be re-assessed if Directors sit
on more than one Committee. From 1st January 2023,
in addition to the Non-Executive Director fee, Jenny
Harry was remunerated $12,000 for duties performed
as Chair of the following Committees: Audit and Risk
Committee, Corporate Governance Committee and
Remuneration and Nomination Committee. Abbie Widin
was remunerated $4,000 for duties performed as Chair
of the Related Parties Committee. While it is recognised
that various organisations recommend that Non-
DIRECTORS’ REPORT
Executive Directors do not receive performance-related
compensation, in the case of Aeris Environmental Ltd,
because it is at a relatively early stage of commercialising
its technologies, and wishes to minimise its cash
outgoings, it has in the past, and plans in the future to,
partially remunerate its Non-Executive Directors with
options, as detailed in the Remuneration Report. There
are no retirement benefits provided to Non-Executive
Directors, apart from statutory superannuation.
c) Executives
The objective of Aeris’ executive reward system is to
ensure that remuneration for performance is competitive
and appropriate for the results delivered. Executive pay
structures include a base salary and superannuation. In
addition, executives and senior managers can participate
in the Employee Share Option Plan.
d) Short-term incentives (STI)
During the financial year ended 30 June 2024 no amounts
were paid to KMPs as STIs. The STI arrangement is
reviewed annually by the Board.
e) Long-term incentives (LTI)
The LTI provide an annual opportunity for selected
executives to receive awards in cash and equity. The
equity portion, being performance rights, vest over three
years and is intended to align a significant portion of an
executive’s overall remuneration to shareholder value over
a longer term. Equity grants are subject to performance
conditions (revenue and / or earnings per share) and are
tested against the performance hurdles set at the end
of three financial years. If performance hurdles are not
met at the vesting date, the rights and options lapse. In
addition, performance rights and options will only vest
if the executive KMP member remains in continuous
employment with Aeris in their current or equivalent
position from the date of grant to the respective vesting
date of each grant.
During the financial year ended 30 June 2024 no amounts
were paid as LTIs to KMPs.
f) Share-based compensation
In October 2014, the Board established an Employee
Incentive Plan (EIP). The EIP was approved by shareholders
at the Annual General Meeting (AGM) held on 27
November 2014 and was re-approved by shareholders at
the AGM held on 29 November 2018 and 27 January 2022.
The terms where options or shares issued under the EIP
normally have the following conditions:
•
Vesting
33.3% vest on the first anniversary of grant of options
or performance rights,
33.3% vest on the second anniversary of grant of
options or performance rights; and
33.4% vest on the third anniversary of grant of options
or performance rights.
•
The contractual life of the options or performance
rights issued ranges from three to five years.
•
The exercise price determined in accordance with
the Rules of the EIP is determined by the Board when
the performance of staff and contractors is evaluated
following a recommendation of the Remuneration
and Nomination Committee, normally with external
remuneration adviser assistance. The option exercise
price will normally be based on the volume weighted
average price (VWAP) of the Company’s shares for the
20 trading days prior to the offer.
•
Each option or performance right is convertible into
one fully paid ordinary share.
•
All options or performance rights expire on the
earlier of their expiry date or 90 days after voluntary
termination of the participant’s employment, with a
Board discretion in special circumstances.
•
There are no voting or dividend rights attached to
options or performance rights. There are no voting
rights attached to the unissued ordinary shares. Voting
rights will be attached to the ordinary shares, which
will be issued when the options have been exercised
or when the performance rights have been converted
into fully paid ordinary shares.
•
The options or performance rights issued are on an
equity-settled basis. There are no cash settlement
alternatives.
19
AERIS ENVIRONMENTAL LTD
EQUITY HOLDINGS
TRANSACTIONS
The movement during the reporting period in the number of ordinary shares in Aeris Environmental Ltd held directly,
indirectly or beneficially by each specified Director and Executive, including their personally related entities, are as follows:
2024 Ordinary shares
Balance at
the start of
the year
Received
as part of
remuneration
Additions
Disposals/
other
Balance at
the end of
the year
SPECIFIED DIRECTORS
Maurie Stang
23,698,288
-
-
-
23,698,288
Steven Kritzler
11,252,785
-
-
-
11,252,785
Abbie Widin
-
-
-
-
-
Jenny Harry
-
-
-
-
-
34,951,073
-
-
-
34,951,073
SPECIFIED EXECUTIVES
Andrew Just
-
-
-
-
-
-
-
-
-
-
34,951,073
-
-
-
34,951,073
2023 Ordinary shares
Balance at
the start of
the year
Received
as part of
remuneration
Additions
Disposals/
other
Balance at
the end of
the year
SPECIFIED DIRECTORS
Maurie Stang
23,698,288
-
-
-
23,698,288
Steven Kritzler
11,252,785
-
-
-
11,252,785
Abbie Widin
-
-
-
-
-
Jenny Harry
-
-
-
-
-
34,951,073
-
-
-
34,951,073
SPECIFIED EXECUTIVES
Andrew Just
-
-
-
-
-
-
-
-
-
-
34,951,073
-
-
-
34,951,073
DIRECTORS’ REPORT
2024 Options and rights
Balance at
start of the
period
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
SPECIFIED DIRECTORS
Maurie Stang
-
-
-
-
-
Steven Kritzler
-
-
-
-
-
Abbie Widin
-
-
-
-
-
Jenny Harry
-
-
-
-
-
-
-
-
-
-
SPECIFIED EXECUTIVES
Andrew Just
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2023 Options and rights
Balance at
start of the
period
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
SPECIFIED DIRECTORS
Maurie Stang
-
-
-
-
-
Steven Kritzler
-
-
-
-
-
Abbie Widin
-
-
-
-
-
Jenny Harry
-
-
-
-
-
-
-
-
-
-
SPECIFIED EXECUTIVES
Andrew Just
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
21
AERIS ENVIRONMENTAL LTD
TRANSACTIONS WITH DIRECTORS AND
DIRECTOR RELATED ENTITIES
A number of specified Directors, or their personally-related entities, hold positions in other entities that result in them having
control or significant influence over the financial or operating policies of those entities. A number of these entities transacted
with the Company in the reporting period. The terms and conditions of those transactions were no more favourable than
those available, or which might reasonably be expected to be available, on similar transactions to unrelated entities on an
arms-length basis. Details of these transactions are as follows.
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding at 30 June 2024.
Regional Health Care Group Pty Ltd
2024
$
2023
$
The Company and its controlled entities incur expenses for services provided by
Regional Health Care Group Pty Ltd
Office and administration expenses
745
117,772
Insurance expenses
-
12,137
Rent
-
23,436
Distribution expenses
-
48,524
Corporate expenses
-
62,352
The Company and its controlled entities transacted with Regional Health Care Group Pty
Ltd as customer for:
Sale of goods and administrative charges
34
21,521
Mr M Stang is a Director and Shareholder of Regional Health Care Group Pty Ltd
Regional Corporate Services Pty Ltd
2024
$
2023
$
The company and its controlled entities incur cost for services provided by Regional
Corporate Services Pty Ltd
Office and administration expenses
118,911
27,820
Insurance expenses
2,464
75,314
Rent
24,898
4,126
Distribution expenses
81,032
5,978
Corporate services
330,840
-
The company and its controlled entities provided services and sold products to Regional
Corporate Services Pty Ltd
14,486
-
Mr M Stang is a Director and Shareholder of Regional Corporate Services Pty Ltd
DIRECTORS’ REPORT
Novapharm Research (Australia) Pty Ltd
2024
$
2023
$
The Company and its controlled entities incur expenses for services provided by
Novapharm Research (Australia) Pty Ltd
Research and development
102,734
190,356
Patent and other expenses
8,701
15,436
The Company and its controlled entities transacted with Novapharm Research (Australia)
Pty Ltd and invoiced them for providing supply chain functions
21,448
26,001
Mr M Stang and S Kritzler are Directors and Shareholders of Novapharm Research (Australia) Pty Ltd
Ramlist Pty Ltd
2024
$
2023
$
The Company and its controlled entities incur expenses for rent and utility outgoings to
Ramlist Pty Ltd
14,923
25,311
Mr M Stang is a Director and Shareholder of Ramlist Pty Ltd
Ensol Systems Pty Ltd
2024
$
2023
$
The Company and its controlled entities incur expenses for marketing and other
operational services to Ensol Systems Pty Ltd
-
5,150
The Company and its controlled entities transacted with Ensol systems Pty Ltd and
invoiced them for administrative charges
-
450
Mr M Stang is a Shareholder of Ensol Systems Pty Ltd
Teknik Lighting Solutions Pty Ltd
2024
$
2023
$
The Company and its controlled entities incur expenses for marketing and other
operational services to Teknik Lighting Solutions Pty Ltd and invoiced them for
administrative charges
1,196
199
The Company and its controlled entities transacted with Teknik Lighting Solutions Pty Ltd
and invoiced them for administrative charges
376
-
Mr M Stang is a Shareholder of Teknik Lighting Solutions Pty Ltd
Enviroguard Technologies Pty Ltd
2024
$
2023
$
The Company and its controlled entities purchased products from
Enviroguard Technologies Pty Ltd
110,971
-
Mr M Stang is a Director of Enviroguard Technologies Pty Ltd
Vectus Biosystems Limited
2024
$
2023
$
The Company and its controlled entities incur expenses for accounting services provided
by Vectus Biosystems Limited
-
11,832
Mr M Stang is a Director and Shareholder of Vectus Biosystems Limited
23
AERIS ENVIRONMENTAL LTD
Gryphon Capital Pty Ltd
2024
$
2023
$
The company and its controlled entities provided marketing services and sold products to
Gryphon Capital Pty Ltd
-
9,479
Mr M Stang is a Director and Shareholder of Gryphon Capital Pty Ltd
Stangcorp Pty Ltd
2024
$
2023
$
The company and its controlled entities sold products to Stangcorp Pty Ltd
-
363
Mr M Stang is a Director and Shareholder of Stangcorp Pty Ltd
Loan balance outstanding at the end of the period
2024
$
2023
$
Maurie Stang
168,625
-
Mr M Stang is a Non-Executive Director and Chairman of Aeris Environmental Ltd
Outstanding balances payable from purchase of services
2024
$
2023
$
Regional Health Care Group Pty Ltd - for purchase of services
-
1,613
Regional Health Care Group Pty Ltd - for refund owing from credits due to sales returns
100,465
100,465
Regional Corporate Services Pty Ltd
45,237
23,148
Novapharm Research (Australia) Pty Ltd
63,693
28,050
Ramlist Pty Ltd
-
1,347
Ensol Systems Pty Ltd
-
-
Teknik Lighting Solutions Pty Ltd
-
127
Vectus Biosystems Limited
-
2,442
Enviroguard Technologies Pty Ltd
5,935
-
Outstanding balances receivable for sales and services
provided
2024
$
2023
$
Regional Healthcare Group Pty Ltd
-
-
Novapharm Research (Australia) Pty Ltd
-
5,483
Ensol Systems Pty Ltd
-
-
Teknik Lighting Solutions Pty Ltd
-
-
Vectus Biosystems Limited
-
-
Gryphon Capital Pty Ltd
-
-
Stangcorp Pty Ltd
-
-
Enviroguard Technologies Pty Ltd
-
-
DIRECTORS’ REPORT
DETAILS OF
REMUNERATION
Equity holdings transactions
The movement during the reporting period in the number of ordinary shares in Aeris Environmental Ltd held directly,
indirectly or beneficially by each specified Director and Executive, including their personally-related entities, are as follows:
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
Short-term benefits
Post-
employment
benefits
Termination
payments
Equity based
benefits
2024
Salary &
Director’s
fees
$
STI Cash
bonus
$
Non-
monetary
benefits
$
Super-
annuation
$
$
Shares
$
Options
& rights
(Note(ii))
$
Total
$
NON-EXECUTIVE DIRECTORS:
Maurie Stang
81,448
-
-
8,552
-
-
-
90,000
Steven Kritzler
54,054
-
-
5,946
-
-
-
60,000
Abbie Widin
57,658
-
-
6,342
-
-
-
64,000
Jenny Harry
64,865
-
-
7,135
-
-
-
72,000
Executives
(Notei)
Andrew Just
275,000
-
-
27,399
-
-
-
302,399
533,025
-
-
55,374
-
-
-
588,399
25
AERIS ENVIRONMENTAL LTD
Short-term benefits
Post-
employment
benefits
Termination
payments
Equity based
benefits
2023
Salary &
Director’s
fees
$
STI Cash
bonus
$
Non-
monetary
benefits
$
Super-
annuation
$
$
Shares
$
Options
& rights
(Note(ii))
$
Total
$
NON-EXECUTIVE DIRECTORS:
Maurie Stang
81,448
-
-
8,552
-
-
-
90,000
Steven Kritzler
54,299
-
-
5,701
-
-
-
60,000
Abbie Widin
56,150
-
-
5,896
-
-
-
62,046
Jenny Harry
59,854
-
-
6,285
-
-
-
66,139
Executives
(Notei) Andrew
Just
283,461
-
-
26,403
-
-
-
309,864
535,212
-
-
52,837
-
-
588,049
Notes to the tables of details of Directors’ and Executive Officers’ remuneration
i)
“Executive Officers” are officers who are or were involved in, concerned in, or who take part in, the management of the
affairs of Aeris and/or related bodies corporate.
ii)
The fair value of the options is calculated at the date of grant using a Black-Scholes model and allocated to each
reporting period evenly over the period from grant data to vesting date. The value disclosed is the portion of the fair
value of the options allocated to this reporting period. In valuing the options, market conditions have been taken into
account in both the current and prior periods. Comparative information was not restate as market conditions were
already included in the valuation.
DIRECTORS’ REPORT
EXECUTIVE
EMPLOYMENT
Chief Executive Offer (CEO):
The following sets out the key terms of employment for the CEO, Andrew Just
Term:
Continuous employment until notice is given by either party
Fixed remuneration:
$302,399 inclusive of superannuation
This fixed remuneration is reviewed annually.
Notice period:
To terminate his employment, Mr Just is required to provide Aeris with 3 months written
notice. Aeris must provide 3 months written notice.
Resignation or termination:
On resignation, unless the Board determines otherwise:
All unvested short term or long-term benefits are forfeited.
All vested but unexercised benefits are forfeited 90 days following cessation of
employment.
Statutory entitlements:
Annual leave applies in all cases of separation. Long Service applies unless Mr Just’s
service is under 10 years and he is dismissed for misconduct.
Termination for serious
misconduct:
Aeris may immediately terminate employment at any time in the case of serious
misconduct and Mr Just will only be entitled to payment of fixed remuneration until the
termination date. Such termination will result in all unvested benefits being forfeited.
Treatment of any vested but unexercised benefits will be at the discretion of the Board.
Post-Termination Restraint
of Trade:
For a period of 12 months or, if that period is unreasonable, 6 months after the
termination of employment, Mr Just must not, in the area of New South Wales or, if that
area is unreasonable, the half of New South Wales closest to the Company’s place of
business where the CEO last worked for the Company:
(i)
solicit, canvas, approach or accept any approach from any person who was at any
time during his time with the Company a client of the Company in that part or
parts of the business carried on by the Company in which he was employed with
a view to obtaining the custom of that person in a business that is the same or
similar to the business conducted by the Company; or
(ii)
interefere with the relationship between the Company and its customers,
employees or suppliers; or
(iii)
induce or assist in the inducement of any employee of the Company to leave their
employment.
There are no contracts to which a Director is a party under which a Director is entitled to benefit other than as disclosed
above and note 31 to the financial statements.
27
AERIS ENVIRONMENTAL LTD
Link between remuneration and performance
The table shows measures of the Group’s financial performance over the last five years as required by the Corporations
Act 2001. However, these are not necessarily consistent with the measures used in determining the variable amounts of
remuneration to be awarded to KMP. As a consequence, there may not always be a direct correlation between the statutory
key performance measures and the variable remuneration awarded.
2024
$
2023
$
2022
$
2021
$
2020
$
Profit (Loss) for the year attributable to owners
of Aeris Environmental Ltd
(2,972,950)
(3,653,743)
(7,130,427)
(5,867,178)
1,982,941
Basic earnings per share (cents)
(1.21)
(1.49)
(2.92)
(2.41)
0.90
Increase/(decrease) in share price (%)
148.00%
(47.92)%
(68.00)%
(71.42)%
70.97%
Total KMP incentives as percentage of profit/
(loss) for the year (%)
(19.79)%
(16.09)%
(10.47)%
(10.99)%
23.07%
Share options and performance rights
There are no options and performance rights to take up ordinary shares in Aeris Environmental Ltd that were issued to KMP
that remain unexercised at 30 June 2024 (2023: nil options and performance rights).
No options issued to KMP expired or were forfeited during the years 2024 and 2023.
Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related
body corporate, or in the interest of any other registered scheme.
This concludes the remuneration report, which has been audited.
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
Maurie Stang
Sydney
30 August 2024
Non-Executive Director and Chairman
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE
DECLARATION
FOR THE YEAR ENDED 30 JUNE 2024
29
AERIS ENVIRONMENTAL LTD
STATEMENTS
FINANCIAL
Contents
Statement of profit or loss and
other comprehensive income
31
Statement of financial position
32
Statement of changes in equity
33
Statement of cash flows
34
Notes to the financial statements
35
Directors’ declaration
77
Independent auditor’s report to the
members of Aeris Environmental Ltd
78
General information
The financial statements cover Aeris Environmental Ltd as
a consolidated entity consisting of Aeris Environmental
Ltd and the entities it controlled at the end of, or during,
the year. The financial statements are presented in
Australian dollars, which is Aeris Environmental Ltd’s
functional and presentation currency.
Aeris Environmental Ltd is a listed public company limited
by shares, incorporated and domiciled in Australia. Its
registered office and principal place of business is:
Unit 5 Level 1, 26-34 Dunning Avenue
ROSEBERY
NSW 2018
A description of the nature of the consolidated entity’s
operations and its principal activities are included in
the Directors’ report, which is not part of the financial
statements.
The financial statements were authorised for issue, in
accordance with a resolution of Directors, on 30 August
2024. The Directors have the power to amend and reissue
the financial statements.
FINANCIAL STATEMENTS
STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
Consolidated
Note
2024
$
2023
$
REVENUE
5
3,166,066
2,110,315
Expenses
Research and development and patent expense
6
(339,091)
(442,206)
Employee benefits expense
6
(1,791,490)
(1,552,561)
Depreciation and amortisation expense
6
(76,845)
(117,387)
Impairment of assets
6
(351,489)
(426,517)
Finance costs
6
(50,085)
(47,936)
Cost of sales
(1,361,595)
(982,660)
Distribution
(517,733)
(450,751)
Sales, Marketing and Travel expenses
6
(247,487)
(329,364)
Occupancy
(214,630)
(263,862)
Administration
6
(1,320,478)
(1,525,541)
Loss before income tax benefit
(3,104,857)
(4,028,470)
Income tax benefit
7
131,907
374,727
Loss after income tax benefit for the year attributable to the
owners of Aeris Environmental Ltd
21
(2,972,950)
(3,653,743)
OTHER COMPREHENSIVE INCOME
Items that may be reclassified subsequently to profit or loss
Foreign currency translation loss
(7,502)
17,079
Other comprehensive income for the year, net of tax
(7,502)
17,079
Total comprehensive loss for the year attributable to the owners
of Aeris Environmental Ltd
(2,980,452)
(3,636,664)
Cents
Cents
Basic earnings per share
23
(1.21)
(1.49)
Diluted earnings per share
23
(1.21)
(1.49)
The above statement of profit and loss and other comprehensive income should be read in conjunction with the
accompanying notes.
31
AERIS ENVIRONMENTAL LTD
Consolidated
Notes
2024
$
2023
$
ASSETS
Current Assets
Cash and cash equivalents
8
989,791
2,599,996
Trade and other receivables
9
649,578
688,761
Inventories
10
772,761
882,417
Other current assets
11
205,658
300,174
Total current assets
2,617,788
4,471,348
Non-current assets
Plant and equipment
12
58,154
92,306
Right-of-use assets
13
71,691
106,970
Total non-current assets
129,845
199,276
Total assets
2,747,633
4,670,624
LIABILITIES
Current liabilities
Trade and other payables
14
1,690,407
1,483,791
Lease liabilities
15
58,277
62,378
Provisions
16
167,822
120,999
Total current liabilities
1,916,506
1,667,168
Non-current liabilities
Borrowings
17
837,249
-
Lease liabilities
18
21,383
52,375
Total non-current liabilities
858,632
52,375
Total liabilities
2,775,138
1,719,543
Net (liabilities)/assets
(27,505)
2,951,081
EQUITY
Issued capital
19
62,520,726
62,520,726
Reserves
20
1,878,133
1,883,769
Accumulated losses
21
(64,426,364)
(61,453,414)
Equity attributable to owners of Aeris Environmental Ltd
(27,505)
2,951,081
Total equity
(27,505)
2,951,081
The above statement of financial position should be read in conjunction with the accompanying notes.
STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2024
FINANCIAL STATEMENTS
STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Consolidated
Issued
capital
$
Other
Reserves
$
Accumulated
losses
$
Non-
controlling
interest
$
Total equity
$
Balance at 1 July 2022
62,520,726
1,861,906
(57,793,452)
3,685
6,592,865
Loss after income tax benefit for the year
-
-
(3,653,743)
-
(3,653,743)
Other comprehensive income for the year,
net of tax
-
17,079
-
-
17,079
Total comprehensive income/(loss) for the year
-
17,079
(3,653,743)
-
(3,636,664)
Transactions with owners in their capacity as owners:
Disposal of Investment in Aeris Cleantech
Pte Ltd
-
-
(6,219)
(3,685)
(9,904)
Share-based payments (note 20 and 25)
-
4,784
-
-
4,784
4,784
(6,219)
(3,685)
(5,120)
Balance at 30 June 2023
62,520,726
1,883,769
(61,453,414)
-
2,951,081
Consolidated
Issued
capital
$
Other
Reserves
$
Accumulated
losses
$
Non-
controlling
interest
$
Total equity
$
Balance at 1 July 2023
62,520,726
1,883,769
(61,453,414)
-
2,951,081
Loss after income tax benefit for the year
-
-
(2,972,950)
-
(2,972,950)
Other comprehensive income for the year,
net of tax
-
(7,502)
-
-
(7,502)
Total comprehensive income/(loss) for the year
-
(7,502)
(2,972,950)
-
(2,980,452)
Transactions with owners in their capacity as owners:
Share-based payments (note 20 and 25)
-
1,866
-
-
1,866
Balance at 30 June 2024
62,520,726
1,878,133
(64,426,364)
-
(27,505)
The above statement of changes in equity should be read in conjunction with the accompanying notes.
33
AERIS ENVIRONMENTAL LTD
Consolidated
Notes
2024
$
2023
$
Cash flows from operating activities
Receipts from customers (inclusive of GST)
3,279,229
2,721,188
Payments to suppliers and employees (inclusive of GST)
(5,263,233)
(5,771,359)
R&D tax offset received
-
441,774
(1,984,004)
(2,608,397)
Interest received
22,988
32,624
Interest and other finance costs paid
(24,337)
(6,814)
Net cash used in operating activities
35
(1,985,353)
(2,582,587)
Cash flows from investing activities
Payments for property, plant and equipment
12
(51,176)
(72,967)
Net cash used in investing activities
(51,176)
(72,967)
Cash flows from financing activities
Repayment of lease liabilities
(66,174)
(64,671)
Loans from Directors and a Shareholder
500,000
-
Net cash from/used in financing activities
433,826
(64,671)
Net decrease in cash and cash equivalents
(1,602,703)
(2,720,225)
Cash and cash equivalents at the beginning of the financial year
2,599,996
5,303,142
Effects of exchange rate changes on cash and cash equivalents
(7,502)
17,079
Cash and cash equivalents at the end of the financial year
8
989,791
2,599,996
The above statement of cash flows should be read in conjunction with the accompanying notes.
STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
FINANCIAL STATEMENTS
NOTES TO THE
FINANCIAL
STATEMENTS
30 JUNE 2024
Note 1. Significant accounting policies
Corporate information
The financial report of Aeris Environmental Ltd (the
Group) for the year ended 30 June 2024 was authorised
for issue in accordance with a resolution of the Directors
on 30 August 2024.
Aeris Environmental Ltd (the parent) is a company limited
by shares incorporated in Australia whose shares are
publicly listed on the Australian Stock Exchange (ASX
code: AEI).
The nature of operations and principal activities of the
Group are described in the Directors’ Report.
New or amended Accounting Standards and
Interpretations adopted
No new or amended Accounting Standards were applicable
to the Group for the current financial year.
The AASB has issued new and amended accounting
standards and interpretations that have mandatory
application dates for future reporting periods which the
Group has decided not to early adopt. These standards are
not expected to have a material impact on the Consolidated
Entity in the current or future reporting periods and on
foreseeable future transactions, however management will
continue to assess closer to the application dates.
Statement of compliance
Australian Accounting Standards set out accounting
policies that the AASB has concluded would result
in a financial report containing relevant and reliable
information about transactions, events and conditions.
Compliance with Australian Accounting Standards
ensures that the financial statements and notes also
comply with International Financial Reporting Standards.
Going concern
The Group made a loss before income tax for the financial
year ended 30 June 2024 of $3,104,857 (2023 loss before
income tax of $4,028,470). The Group’s cash outflow for
the financial year ended 30 June 2024 was $1,602,703
(2023 cash outflow of 2,720,225). The Group held cash as
at 30 June 2024 of $989,791 compared to $2,599,996 as at
30 June 2023.
The above matters may give rise to a material uncertainty
that may cast significant doubt over the Group’s ability to
continue as a going concern. Therefore the Group may
be unable to realise its assets and discharge its liabilities
in the normal course of business at the amounts stated in
the financial report. However, the Directors believe that
the Group will be able to continue as a going concern
due to the following mitigating factors in relation to the
material uncertainty.
The Directors have prepared detailed cash flow
projections for the period of 12 months from the
date of signing this Report. The sales outlook for the
Company is markedly improved from previous year,
with a conservative sales budget still yielding significant
growth. Several new products are slated to be introduced.
However, the Group is dependent on capital raisings
to continue to operate. The Group has investigated the
funding options including a capital raise in 2025. Further,
in the event of the Group not raising sufficient funds to
meet its current cash flow forecasts, the Group will need
to further reduce its expenditure accordingly to be able to
pay its debts as and when they are due.
Consequently, the Group’s financial statements have been
prepared on a going concern basis, which contemplates
the realisation of assets and satisfaction of liabilities
and commitments in the normal course of business.
The consolidated financial statements do not include
any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts
and classification of liabilities should the Group be unable
to continue as a going concern.
35
AERIS ENVIRONMENTAL LTD
Basis of preparation
These general purpose financial statements have been
prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
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’).
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.
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
and estimates are significant to the financial statements,
are disclosed in note 2.
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 32.
Principles of consolidation
The consolidated financial statements incorporate
the assets and liabilities of all subsidiaries of Aeris
Environmental Ltd (‘company’ or ‘parent entity’) as at 30
June 2024 and the results of all subsidiaries for the year
then ended. Aeris Environmental Ltd and its subsidiaries
together are referred to in these financial statements as
the ‘consolidated entity’.
Subsidiaries are all those entities over which the
consolidated entity has control. The consolidated
entity controls an entity when the consolidated entity
is exposed to, or has 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 consolidated
entity. They are de-consolidated from the date that
control ceases.
Intercompany transactions, balances and unrealised gains
on transactions between entities in the consolidated
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
consolidated 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 equity attributable to the parent.
Where the consolidated entity loses control over a
subsidiary, it derecognises the assets including goodwill,
liabilities and non-controlling interest in the subsidiary
together with any cumulative translation differences
recognised in equity. The consolidated entity recognises
the fair value of the consideration received and the fair
value of any investment retained together with any gain
or loss in profit or loss.
Subsidiaries are accounted for at cost in the separate
financial statements of Aeris Environmental Ltd less any
impairment charges.
Significant accounting policies
Accounting policies are selected and applied in a manner
which ensures that the resultant financial information
satisfies the concepts of relevance and reliability,
thereby ensuring that the substance of the underlying
transactions and other events are reported.
The following significant accounting policies have been
adopted in the preparation and presentation of the
financial report and have been consistently applied unless
otherwise stated.
FINANCIAL STATEMENTS
Foreign currency translation
The functional and presentation currency of Aeris
Environmental Ltd and its Australian subsidiaries is
Australian dollars (A$). Overseas subsidiaries use the
currency of the primary economic environment in which
the entity operates, which is translated to the presentation
currency upon consolidation.
Foreign currency transactions
All foreign currency transactions during the financial year
are brought to account using the exchange rate in effect
at the date of the transaction. Foreign currency monetary
items at reporting date are translated at the exchange
rate existing at reporting date. Non-monetary assets and
liabilities carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at
the date when the fair value was determined.
Exchange differences are recognised in statement of profit
or loss and other comprehensive income in the period in
which they arise.
Group companies
The results and financial positions of all the Group
entities that have a functional currency different from the
presentation currency are translated into the presentation
currency as follows:
•
Assets and liabilities for each statement of financial
position presented are translated at the closing rate at
the date of that balance sheet;
•
Income and expenses for each statement of profit or
loss are translated at average exchange rates; and
•
All resulting exchange differences are recognised as a
separate component of equity.
On consolidation, exchange difference arising from the
translation of any net investment in foreign entities, and of
borrowings and other financial instruments designated as
hedges of such investments, are recognised in the foreign
currency translation reserve. When a foreign operation is
sold or any borrowings forming part of the net investment
are repaid, a proportionate share of such exchange
differences are recognised in the statement of profit or
loss and other comprehensive income as part of the gain
or loss on sale where applicable.
Revenue recognition
The consolidated entity recognises revenue as follows:
Sale of goods and disposal of assets
The group manufactures and sells a range of products that
enhances the performance, longevity, cost-effectiveness,
and energy efficiency of systems which contributes to
the creation of a more sustainable built environment
via the wholesaler market. Sales are recognised when
control of the products has transferred, being when the
products are delivered to the wholesaler, the wholesaler
has full discretion over the channel and price to sell
the products, and there is no unfulfilled obligation that
could affect the wholesaler’s acceptance of the products.
Delivery occurs when the products have been shipped
to the specific location, the risks of obsolescence and loss
have been transferred to the wholesaler and either the
wholesaler has accepted the products in accordance with
the sales contract, the acceptance provisions have lapsed
or the group has objective evidence that all criteria for
acceptance have been satisfied.
Revenue from services
Revenue from consultancy and engineering services
is recognised by reference to the stage of completion.
Stage of completion is measured by reference to labour
hours incurred to date as a percentage of total estimated
labour hours for each contract. When the contract
outcome cannot be measured reliably, revenue is
recognised only to the extent that the expenses incurred
are eligible to be recovered.
Government grants
Grants from the government are recognised at their fair
value where there is a reasonable assurance that the
grant will be received and the Group will comply with all
attached conditions.
Government grants related to costs are deferred and
recognised in the income statement over the period
necessary to match them with the costs that they are
intended to compensate.
Interest income
Interest income is recognised as it is accrued using the
effective interest rate method.
Other income
Other income is recognised as it is earned.
37
AERIS ENVIRONMENTAL LTD
Income tax
Income tax on the profit or loss for the year comprises
current and deferred tax. Income tax is recognised in the
income statement except to the extent that it relates to
items recognised directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable
income for the year, using tax rates enacted or
substantially enacted at the balance sheet date, and any
adjustment to tax payable in respect of previous years.
Deferred tax is accounted for using the balance sheet
liability method, providing for temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for
taxation purposes. The following temporary differences
are not provided for: goodwill not deductible for tax
purposes, the initial recognition of assets or liabilities
that affect neither accounting nor taxable profit, and
differences relating to investments in subsidiaries to
the extent that they will probably not reverse in the
foreseeable future.
The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that
it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets
are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
Tax consolidation
The company and all its wholly-owned Australian resident
entities have entered into a tax consolidated group under
Australian taxation law.
The company is the head entity in the tax-consolidated
group comprising all the Australian wholly-owned
subsidiaries set out in note 33. The head entity recognises
all of the current and deferred tax assets and liabilities
of the tax consolidated group (after elimination of
intragroup transactions).
Current and non-current classification
Assets and liabilities are presented in the statement of
financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected
to be realised or intended to be sold or consumed in the
consolidated entity’s normal operating cycle; it is held
primarily for the purpose of trading; it is expected to be
realised within 12 months after the reporting period; or
the asset is cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at least
12 months after the reporting period. All other assets are
classified as non-current.
A liability is classified as current when: it is either
expected to be settled in the consolidated entity’s normal
operating cycle; it is held primarily for the purpose of
trading; it is due to be settled within 12 months after the
reporting period; or there is no unconditional right to
defer the settlement of the liability for at least 12 months
after the reporting period. All other liabilities are classified
as non-current.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, cash
in banks, investments in money market instruments and
short-term deposits with a maturity of three months or
less, net of outstanding bank overdrafts.
Trade and other receivables
Trade receivables are initially recognised at fair value
and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected
credit losses. Trade receivables are generally due for
settlement within 30 days.
The consolidated entity has applied the simplified
approach to measuring expected credit losses, which
uses a lifetime expected loss allowance. To measure
the expected credit losses, trade receivables have been
grouped based on days overdue.
Other receivables are recognised at amortised cost, less
any allowance for expected credit losses.
FINANCIAL STATEMENTS
Inventories
Inventories and raw materials are carried at the lower of
cost and net realisable value. Costs are assigned on first in
first out basis.
Financial assets
Financial assets are initially measured at fair value.
Transaction costs are included as part of the initial
measurement, except for financial assets at fair value
through profit or loss. They are subsequently measured
at either amortised cost or fair value depending on their
classification. Classification is determined based on the
purpose of the acquisition and subsequent reclassification
to other categories is restricted.
Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired
or have been transferred and the consolidated entity
has transferred substantially all the risks and rewards of
ownership.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are
either: i) held for trading, where they are acquired
for the purpose of selling in the short-term with an
intention of making a profit; or ii) designated as such
upon initial recognition, where they are managed on
a fair value basis or to eliminate or significantly reduce
an accounting mismatch. Except for effective hedging
instruments, derivatives are also categorised as fair
value through profit or loss. Fair value movements are
recognised in profit or loss.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative
financial assets, principally equity securities, that are
either designated as available-for-sale or not classified
as any other category. After initial recognition, fair value
movements are recognised in other comprehensive
income through the available-for-sale reserve in equity.
Cumulative gain or loss previously reported in the
available-for-sale reserve is recognised in profit or loss
when the asset is derecognised or impaired.
Financial instruments issued by the company
Debt and equity instruments
Debt and equity instruments are classified as either
liabilities or as equity in accordance with the substance of
the contractual agreement.
Interest
Interest is classified as an expense consistent with the
balance sheet classification of the related debt or equity
instruments.
Depreciation
All assets have limited useful lives and are depreciated/
amortised using the straight line method over their
estimated useful lives, taking into account residual values.
Depreciation and amortisation rates and methods are
reviewed annually for appropriateness. Depreciation and
amortisation are expensed.
Depreciation and amortisation are calculated on a straight
line basis so as to write off the net cost or other revalued
amount of each asset over its expected useful life.
The following estimated useful lives are used in the
calculation of depreciation.
Computer equipment
2-3 years
Computer software
4 years
Field equipment
2-3 years
Office furniture
5 years
Plant and equipment
2-3 years
Leasehold improvements
6 years
Field equipment under finance lease
2-3 years
The residual values, useful lives and depreciation methods
are reviewed, and adjusted if appropriate, at each
reporting date.
Leasehold improvements are depreciated over the
unexpired period of the lease or the estimated useful life
of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised
upon disposal or when there is no future economic
benefit to the consolidated entity. Gains and losses
between the carrying amount and the disposal proceeds
are taken to profit or loss.
39
AERIS ENVIRONMENTAL LTD
Research and development
Research and development costs are expensed in the
period in which they are incurred.
Development costs are capitalised as an intangible asset,
only if the following criteria are met:
•
when it is probable that the project will be a success
considering its commercial and technical feasibility;
• the consolidated entity is able to use or sell the asset;
• the consolidated entity has sufficient resources; and
• intent to complete the development and its costs can
be measured reliably.
Development expenditure that do not meet the criteria
above are recognised as an expense as incurred.
Capitalised development costs are amortised on a straight-
line basis over the period of their expected benefit.
Development costs previously recognised as an expense
are not recognised as an asset in a subsequent period.
Right-of-use assets
A right-of-use asset is recognised at the commencement
date of a lease. The right-of-use asset is measured at
cost, which comprises the initial amount of the lease
liability, adjusted for, as applicable, any lease payments
made at or before the commencement date net of
any lease incentives received, any initial direct costs
incurred, and, except where included in the cost of
inventories, an estimate of costs expected to be incurred
for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line
basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the
shorter. Where the consolidated entity expects to
obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful
life. Right-of use assets are subject to impairment or
adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a
right-of-use asset and corresponding lease liability for
short-term leases with terms of 12 months or less and
leases of low-value assets. Lease payments on these
assets are expensed to profit or loss as incurred.
Financial liabilities
The Group classifies its financial liabilities as measured
at amortised cost. The Group does not use derivative
financial instruments in economic hedges of currency or
interest rate risk.
These financial liabilities include the following items:
Trade payables and other short-term monetary
liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost using the effective
interest method.
Lease liabilities are initially recognised at fair value net of
any transaction costs directly attributable to the issue of
the instrument and subsequently carried at amortised
cost using the effective interest method.
Impairment of assets
At each reporting date, the company reviews the carrying
amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
Where the asset does not generate cash flows that are
independent from other assets, the company estimates
the recoverable amount of the cash-generating unit to
which the asset belongs.
If the recoverable amount of an asset (or cash-generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is
reduced to its recoverable amount. An impairment loss
is recognised in profit or loss immediately, unless the
relevant asset is carried at fair value, in which case the
impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (cash-generating unit)
is increased to the revised estimate of its recoverable
amount, but only to the extent that the increased carrying
amount does not exceed the carrying amount that
would have been determined had no impairment loss
FINANCIAL STATEMENTS
been recognised for the asset (cash-generating unit) in
prior years. A reversal of an impairment loss is recognised
in profit or loss immediately, unless the relevant asset
is carried at fair value, in which case the reversal of the
impairment loss is treated as a revaluation increase.
Trade and other payables
Trade payables and other accounts payable are
recognised when the consolidated entity becomes
obliged to make future payments resulting from the
purchase of goods and services. Trade accounts payable
are normally settled within 30 days.
Lease liabilities
A lease liability is recognised at the commencement
date of a lease. The lease liability is initially recognised
at the present value of the lease payments to be made
over the term of the lease, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily
determined, the consolidated entity’s incremental
borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable
lease payments that depend on an index or a rate,
amounts expected to be paid under residual value
guarantees, exercise price of a purchase option when the
exercise of the option is reasonably certain to occur, and
any anticipated termination penalties. The variable lease
payments that do not depend on an index or a rate are
expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using
the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future
lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase
option and termination penalties. When a lease liability is
remeasured, an adjustment is made to the corresponding
right-of-use asset, or to profit or loss if the carrying amount
of the right-of-use asset is fully written down.
Borrowings and convertible notes
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 if the impact is
material to the financial report.
Where there is an unconditional right to defer settlement
of the liability for at least 12 months after the reporting
date, the loans or borrowings are classified as non-current.
Convertible notes are separated into liability and equity
components based on the terms of the contract.
On issuance of the convertible notes, the fair value of the
liability component is determined using a market rate
for an equivalent non-convertible bond. This amount is
classified as a financial liability measured at amortised
cost (net of transaction costs) until it is extinguished on
conversion or redemption.
The remainder of the proceeds is allocated to the
conversion option that is recognised and included in
equity. Transaction costs are deducted from equity, net
of associated income tax. The carrying amount of the
conversion option is not remeasured in subsequent years.
Transaction costs are apportioned between the liability
and equity components of the convertible notes based
on the allocation of proceeds to the liability and equity
components when the instruments are initially recognised.
Provisions
Provisions are recognised when the consolidated entity
has a present obligation, the future sacrifice of economic
benefits is probable, and the amount of the provision can
be measured reliably.
When some or all of the economic benefits required to
settle a provision are expected to be recovered from a
third party, the receivable is recognised as an asset if it is
probable that recovery will be received and the amount of
the receivable can be measured reliably.
The amount recognised as a provision is the best estimate
of the consideration required to settle the present
obligation at reporting date, taking into account the risks
and uncertainties surrounding the obligation. Where a
provision is measured using the cash flows estimated to
settle the present obligation, its carrying amount is the
present value of those cash flows.
41
AERIS ENVIRONMENTAL LTD
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary
benefits, annual leave and long service leave expected to
be settled wholly within 12 months of the reporting date
are measured at the amounts expected to be paid when
the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not
expected to be settled within 12 months of the reporting
date are measured at the present value of expected
future payments to be made in respect of services
provided by employees up to the reporting date using
the projected unit credit method. Consideration is given
to expected future wage and salary levels, experience of
employee departures and periods of service. Expected
future payments are discounted using market yields at
the reporting date on high quality corporate bonds with
terms to maturity and currency that match, as closely as
possible, the estimated future cash outflows
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans
are expensed in the period in which they are incurred.
Share-based payment
Share-based compensation benefits are provided to
employees via the Aeris Environmental Ltd Employee
Option Plan. Information relating to these schemes is set
out in note 25.
The fair value of options granted under the Employee
Option Plan is recognised as an employee benefit
expenses with a corresponding increase in equity. The
fair value is measured at grant date and recognised
over the period during which the employees become
unconditionally entitled to the options.
The fair value at grant date is independently determined
using a Black-Scholes option pricing model. At each balance
sheet date, the entity revises its estimate of the number
of options that are expected to become exercisable. The
employee benefit expense recognised each period takes into
account the most recent estimate. The impact of the revision
to original estimates, if any, is recognised in the income
statement with a corresponding adjustment to equity.
Fair value measurement
When an asset or liability, financial or non-financial,
is measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that would
be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the
measurement date; and assumes that the transaction will
take place either: in the principal market; or in the absence
of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming they act in their economic best interests.
For non-financial assets, the fair value measurement is
based on its highest and best use. Valuation techniques
that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, are used,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified
into three levels, using a fair value hierarchy that
reflects the significance of the inputs used in making
the measurements. Classifications are reviewed at
each reporting date and transfers between levels are
determined based on a reassessment of the lowest level of
input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements,
external valuers may be used when internal expertise
is either not available or when the valuation is deemed
to be significant. External valuers are selected based
on market knowledge and reputation. Where there is a
significant change in fair value of an asset or liability from
one period to another, an analysis is undertaken, which
includes a verification of the major inputs applied in the
latest valuation and a comparison, where applicable, with
external sources of data.
Recoverable amount of non-current assets
The carrying amounts of non-current assets valued on the
cost basis are reviewed to determine whether they are
in excess of their recoverable amount at reporting date.
If the carrying amount of a non-current asset exceeds
FINANCIAL STATEMENTS
its recoverable amount, the asset is written down to
the lower amount. The write-down is expensed in the
reporting period in which it occurs.
Where a group of assets working together supports
the generation of cash inflows, recoverable amount is
assessed in relation to that group of assets. In assessing
recoverable amounts of non-current assets, the relevant
cash flows have been discounted to their present value.
Share capital
Financial instruments issued by the Group are treated
as equity only to the extent that they do not meet the
definition of a financial liability. The Group’s ordinary
shares are classified as equity instruments. Any
transaction costs associated with the issuing of shares are
deducted from share capital.
The Group is not subject to any externally imposed
capital requirements.
Business combinations
The acquisition method of accounting is used to account
for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the
acquisition-date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the acquirer
to former owners of the acquiree and the amount of any
non-controlling interest in the acquiree. For each business
combination, the non-controlling interest in the acquiree
is measured at either fair value or at the proportionate
share of the acquiree’s identifiable net assets. All
acquisition costs are expensed as incurred to profit or loss.
The difference between the acquisition-date fair value
of assets acquired, liabilities assumed and any non-
controlling interest in the acquiree and the fair value of
the consideration transferred and the fair value of any
pre-existing investment in the acquiree is recognised
as goodwill. If the consideration transferred and the
pre-existing fair value is less than the fair value of the
identifiable net assets acquired, being a bargain purchase
to the acquirer, the difference is recognised as a gain
directly in profit or loss by the acquirer on the acquisition-
date, but only after a reassessment of the identification
and measurement of the net assets acquired, the
non-controlling interest in the acquiree, if any, the
consideration transferred and the acquirer’s previously
held equity interest in the acquirer.
Comparative amounts
Where necessary, comparative amounts have been changed
to reflect changes in disclosures in the current year.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the
profit attributable to the owners of Aeris Environmental
Ltd, 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.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into
account the after income tax effect of interest and other
financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares
assumed to have been issued for no consideration in
relation to dilutive potential ordinary shares.
Goods and Services Tax (‘GST’) and other similar
taxes
Revenues, expenses and assets are recognised net of the
amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is
recognised as part of the cost of acquisition of the asset
or as part of the expense.
Receivables and payables are stated inclusive of the
amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the taxation
authority is included in other receivables or other
payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or
financing activities which are recoverable from, or
payable to the taxation authority, are presented as
operating cash flows.
43
AERIS ENVIRONMENTAL LTD
Note 2. Critical accounting
judgements, estimates and
assumptions
The preparation of the financial statements requires
management to make judgements, estimates and
assumptions that affect the reported amounts in the
financial statements. Management continually evaluates
its judgements and estimates in relation to assets,
liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements and estimates on
historical experience and on other various factors it
believes to be reasonable under the circumstances, the
result of which form the basis of the carrying values
of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these
estimates under different assumptions and conditions.
Management has identified the following critical
accounting policies for which significant judgements,
estimates and assumptions are made. Actual results
may differ from these estimates under different
assumptions and conditions and may materially affect
financial results or the financial position reported in
future periods.
Further details of the nature of these assumptions and
conditions may be found in the relevant notes to the
financial statements.
The following critical estimates and judgements have
been made in respect of the following items:
Share-based payment transactions
The consolidated entity measures the cost of equity-
settled transactions with employees by reference to
the fair value of the equity instruments at the date at
which they are granted. The fair value is determined by
using either the Binomial or Black- Scholes model taking
into account the terms and conditions upon which the
instruments were granted. The accounting estimates
and assumptions relating to equity-settled share-based
payments would have no impact on the carrying amounts
of assets and liabilities within the next annual reporting
period but may impact profit or loss and equity.
Allowance for expected credit losses
The allowance for expected credit losses assessment
requires a degree of estimation and judgement. It is
based on the lifetime expected credit loss, grouped based
on days overdue, and makes assumptions to allocate
an overall expected credit loss rate for each group.
These assumptions include recent sales experience,
historical collection rates, the impact of the Coronavirus
(COVID-19) pandemic and forward-looking information
that is available. The allowance for expected credit losses,
as disclosed in note 9, is calculated based on in-depth
evaluation of customers expected to incur future credit
losses. The actual credit losses in future years may be
higher or lower.
Provision for impairment of inventories
The provision for impairment of inventories assessment
requires a degree of estimation and judgement. The level
of the provision is assessed by taking into account the
recent sales experience, the ageing of inventories and
other factors that affect inventory obsolescence.
Estimation of useful lives of assets
The consolidated entity determines the estimated
useful lives and related depreciation and amortisation
charges for its property, plant and equipment and finite
life intangible assets. The useful lives could change
significantly as a result of technical innovations or some
other event. The depreciation and amortisation charge
will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic
assets that have been abandoned or sold will be written
off or written down.
Fair value of financial instruments
When the fair value of financial assets and financial
liabilities recorded in the statement of financial position
cannot be derived from active markets, their fair value
is determined using valuation techniques including the
discounted cash flow model. The inputs to these models
are taken from observable markets where possible,
but where this is not feasible, a degree of judgement
is required in establishing fair values. The judgements
include considerations of inputs such as liquidity risk,
credit risk and volatility. Changes in assumptions about
these factors could affect the reported fair value of
financial instruments.
FINANCIAL STATEMENTS
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible
temporary differences only if the consolidated entity
considers it is probable that future taxable amounts will be
available to utilise those temporary differences and losses.
Lease term
The lease term is a significant component in the
measurement of both the right-of-use asset and
lease liability. Judgement is exercised in determining
whether there is reasonable certainty that an option to
extend the lease or purchase the underlying asset will
be exercised, or an option to terminate the lease will
not be exercised, when ascertaining the periods to be
included in the lease term. In determining the lease term,
all facts and circumstances that create an economical
incentive to exercise an extension option, or not to
exercise a termination option, are considered at the lease
commencement date. Factors considered may include
the importance of the asset to the consolidated entity’s
operations; comparison of terms and conditions to
prevailing market rates; incurrence of significant penalties;
existence of significant leasehold improvements; and the
costs and disruption to replace the asset. The consolidated
entity reassesses whether it is reasonably certain to
exercise an extension option, or not exercise a termination
option, if there is a significant event or significant change
in circumstances.
Employee benefits provision
As discussed in note 1, the liability for employee benefits
expected to be settled more than 12 months from the
reporting date are recognised and measured at the
present value of the estimated future cash flows to be
made in respect of all employees at the reporting date. In
determining the present value of the liability, estimates of
attrition rates and pay increases through promotion and
inflation have been taken into account.
Note 3. Financial risk management
The Group’s activities expose it to a variety of financial
risks; market risk (including currency risk, fair value
interest rate risk and price risk), credit risk, liquidity risk
and cash flow interest rate risk. The Group’s overall risk
management programme focuses on the unpredictability
of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group.
Foreign exchange risk
Foreign exchange risk arises when future commercial
transactions and recognised assets and liabilities are
denominated in a currency that is not the entity’s
functional currency. The Group is exposed to foreign
exchange risk predominantly arising from currency
exposures to the US dollar on its loans to its overseas
subsidiaries. Currency protection measures may be
deemed appropriate in specific commercial circumstances
and are subject to strict limits laid down by the Board. The
Group has not entered into any foreign currency hedging
contracts during the year.
Credit risk
Credit risk arises from the potential failure of
counterparties to meet their obligations under the
respective contracts at maturity. There is negligible credit
risk on financial assets of the Group since there is limited
exposure to individual customers and the economic
entity’s exposure is limited to the amount of cash,
short term deposits and receivables which have been
recognised in the balance sheet.
Cash flow and fair value interest rate risk
As the Group has no significant interest-bearing assets
or liabilities, the Group’s income and operating cash
flows are not materially exposed to changes in market
interest rates.
Liquidity risk
Prudent liquidity risk management implies maintaining
sufficient cash and the availability of funding to enable
the company to operate as a going concern. The Board
monitors liquidity on a monthly basis and management
monitors liquidity on a daily basis.
45
AERIS ENVIRONMENTAL LTD
Note 4. Operating segments
Identification of reportable operating segments
From Board of Directors’ (Chief Operating Decision Makers’ - CODM) perspective, the Group is organised into business units
based on its geographical area of operation. The Group has identified two reportable segments as mentioned below.
The reportable segments are based on aggregated operating segments determined by the similarity of the revenue stream
and products sold and/or the services provided in Australia and internationally, as these are the sources of the Group’s major
risks and have the most effect on the rates of return.
The CODM reviews revenue, COGS, operating expenses, profit before tax, assets & liabilities for the following segments:
(a)
Australia - Sales and service on account of Australian operations
(b)
International - Sales and service on account of international operations
Intersegment transactions
Intersegment transactions are made at arm’s length and are eliminated on consolidation.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received and are eliminated on consolidation.
Major customer
During the year ended 30 June 2024 the most significant client accounts for approximately 7% (2023: 9%) of the
consolidated entity’s external revenue through Australian Sales and Services operating segment. There are no customers
who individually amounted to more than 10% or more of the total revenue during 2024, and no other customers above
10% for 2023.
FINANCIAL STATEMENTS
Operating segment information of the consolidated entity
Australia
$
International
$
Intersegment
eliminations
$
Consolidated
$
2024
Revenue
Sales
2,927,605
187,605
(68,968)
3,046,242
Other income
119,224
91,992
(91,392)
119,824
Total Revenue
3,046,829
279,597
(160,360)
3,166,066
Expenses
Cost of goods sold
(1,289,654)
(140,909)
68,968
(1,361,595)
Operating expenses
(4,891,440)
(544,618)
526,730
(4,909,328)
Total Expenses
(6,181,094)
(685,527)
595,698
(6,270,923)
Profit (Loss) before tax
(3,134,265)
(405,930)
435,338
(3,104,857)
2023
Revenue
Sales
1,909,750
148,010
(127,615)
1,930,145
Other income
172,140
89,702
(81,672)
180,170
Total Revenue
2,081,890
237,712
(209,287)
2,110,315
Expenses
Cost of goods sold
(1,016,870)
(93,405)
127,615
(982,660)
Operating expenses
(5,006,500)
(983,450)
833,825
(5,156,125)
Total Expenses
(6,023,370)
(1,076,855)
961,440
(6,138,785)
Profit (Loss) before tax
(3,941,480)
(839,143)
752,153
(4,028,470)
47
AERIS ENVIRONMENTAL LTD
Segment assets and liabilities
Assets
2024
Assets
2023
Liabilities
2024
Liabilities
2023
Australia
3,778,880
5,730,308
5,537,241
4,491,270
International
1,193,619
1,310,039
5,422,509
5,155,667
Intersegment elimination
(2,224,866)
(2,369,723)
(8,184,612)
(7,927,394)
Consolidated
2,747,633
4,670,624
2,775,138
1,719,543
Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and services over time and at a point in time for the following major
geographical segments:
Australia
2024
Australia
2023
International
2024
International
2023
Segment revenue
2,927,605
1,909,750
187,605
148,010
Intersegment elimination
(68,968)
(127,615)
-
-
Revenue from external customers
2,858,637
1,782,135
187,605
148,010
Timing of revenue recognition
At a point in time
1,481,484
1,262,705
187,605
148,010
Over time
1,377,153
519,430
-
-
2,858,637
1,782,135
187,605
148,010
Note 5. Revenue
Consolidated
2024
$
2023
$
Revenue from contracts with customers
Revenue from sales
1,669,089
1,410,715
Revenue from services
1,377,153
519,430
3,046,242
1,930,145
Other Revenue
Financial income
20,093
35,699
Other income
99,731
144,471
119,824
180,170
Revenue
3,166,066
2,110,315
FINANCIAL STATEMENTS
Note 6. Expenses
Consolidated
Profit (loss) before income tax includes the following specific expenses:
2024
$
2023
$
Depreciation
Plant and equipment
44,308
63,902
Right-of-use assets
32,537
53,485
Total depreciation
76,845
117,387
Employment benefit expenses
Base salary and fees
1,535,437
1,321,022
Superannuation & statutory costs
221,425
195,427
Share based payment
1,866
4,784
Other employment expenses
32,762
31,328
Total employment benefits expenses
1,791,490
1,552,561
Finance costs
Interest, bank fees and other financial expenses
50,085
47,936
Administration
Compliance cost
811,987
1,245,272
Corporate and Overheads
322,249
78,066
Insurance
134,322
139,183
IT and Maintenance
51,920
63,020
Total administration
1,320,478
1,525,541
Other expenses
Impairment of receivables
92,489
121,004
Impairment of inventory
259,000
305,513
Rental & occupancy expenses
214,631
263,862
Research and development and patent expenses
339,091
442,206
49
AERIS ENVIRONMENTAL LTD
Note 7. Income tax benefit
The prima facie income tax benefit on pre-tax accounting loss reconciles to the income tax benefit in the financial
statements as follows:
Consolidated
2024
$
2023
$
Income tax benefit
Current tax
(131,907)
(374,727)
Aggregate income tax benefit
(131,907)
(374,727)
Numerical reconciliation of income tax benefit and tax at the statutory rate
Profit (Loss) for year
(3,104,857)
(4,028,470)
Income tax expense (benefit) at the Australian tax rate of 25%
(776,214)
(1,007,118)
Impact of overseas tax rates
(19,016)
(38,422)
R&D tax offset receivable - Current year
(165,000)
(230,000)
R&D tax offset receivable - Prior year adjustment
29,178
(148,816)
Temporary differences and tax losses not recognised
704,684
918,015
Other permanent differences
Share-based payments
467
1,196
R&D Expenditure
93,994
130,418
Income tax expense (benefit) attributable to profit (loss)
(131,907)
(374,727)
The enacted corporate tax rates across all jurisdictions are as follows:
•
Australia
25%
• UK
25%
• USA (Including state taxes) 29.99%
• China
25%
FINANCIAL STATEMENTS
Deferred tax balances not recognised
Calculated at current tax rates and not brought to account assets or liabilities: which may be realised in future years:
Tax rate has been used for the calculation given the majority of the operations are in Australia. The tax rates that applied to
the UK, China and Australian entities were 25% and the US entity was 29.99%.
Consolidated
2024
$
2023
$
Deferred tax assets
Tax losses
Australian Tax Revenue Losses
36,440,622
34,724,034
Unused Australian tax losses for which no deferred tax asset has been recognised
potential tax benefit @ 25%
9,110,155
8,681,008
US Tax Revenue Losses
4,893,734
4,121,808
Unused US tax losses for which no deferred tax asset has been recognised potential tax
benefit @ 29.99%
1,467,631
1,236,130
UK Tax Revenue Losses
133,739
9,309
Unused UK tax losses for which no deferred tax asset has been recognised potential tax
benefit @ 25%
33,435
2,327
China Tax Revenue Losses
36,470
-
Unused China tax losses for which no deferred tax asset has been recognised potential
tax benefit @ 25%
9,117
-
Unused tax losses available for offset against future tax payable
10,620,338
9,919,465
Temporary differences
Provision for doubtful debts
81,158
81,158
Provision for inventory impairment
631,673
744,518
Provision for employee entitlements
41,955
30,250
Difference between book and tax values of fixed assets
15,588
8,494
Accruals
129,307
13,250
Future lease obligations
19,915
28,688
919,596
906,358
Total deferred tax assets
11,539,934
10,825,823
Deferred tax liabilities
Right of use assets
(17,923)
(26,743)
Total deferred tax liabilities
(17,923)
(26,743)
Net deferred tax asset not recognised
11,522,011
10,799,080
51
AERIS ENVIRONMENTAL LTD
Tax consolidation
(i)
Relevance of tax consolidation to the consolidated entity
Legislation to allow groups comprising a parent entity and its Australian resident wholly-owned entities, to elect to
consolidate and be treated as a single entity for income tax purposes (‘the tax consolidation system’) was substantively
enacted on 21 October 2002. The Company, its wholly-owned Australian resident entities and its sister entities within
Australia are eligible to consolidate for tax purposes under this legislation and have elected to implement the tax
consolidation system from 1 July 2005.
(ii)
Method of measurement of tax amounts
The tax consolidated group has adopted the “stand-alone” method of measuring current and deferred tax amounts
applicable to each company.
(iii) Tax sharing agreements
There are no tax sharing or funding agreements in place.
(iv) Tax consolidation contributions
There were no amounts recognised for the period as tax consolidations contributions by (or distributions to) equity
participants of the tax consolidated group.
Note 8. Current assets - cash and cash equivalents
Consolidated
2024
$
2023
$
Cash at bank and on hand
837,780
136,575
Deposits on call
152,011
2,463,421
989,791
2,599,996
The carrying amount of the Group’s cash balances are a reasonable approximation of their fair values.
Note 9. Current assets - trade and other receivables
Consolidated
2024
$
2023
$
Trade receivables
609,208
783,391
Less: Allowance for expected credit losses
(324,630)
(324,630)
284,578
458,761
R&D tax offset rebate receivable
365,000
230,000
649,578
688,761
The carrying amounts of the Group’s receivables are a reasonable approximation of their fair values.
FINANCIAL STATEMENTS
Allowance for expected credit losses
For the 2024 and 2023 financial years, the Group has undertaken an in-depth evaluation of each individual customer which
the entity considers to have a risk of incurring credit losses.
Based on the evaluation and considering average industry credit terms of 60 days, loss allowance provision was calculated
and grouped as follows:
Expected credit loss rate
Carrying amount
Allowance for expected
credit losses
Consolidated
2024
%
2023
%
2024
$
2023
$
2024
$
2023
$
Current < 60 days
-
-
225,244
302,169
-
-
Past due > 60 days
-
-
32,220
35,314
-
-
Past due > 90 days
92.29%
72.80%
351,744
445,908
324,630
324,630
609,208
783,391
324,630
324,630
Consolidated
2024
$
2023
$
Less than 6 months overdue
-
-
More than 6 months overdue
324,630
324,630
Amounts recognised in profit or loss
During the year, the following losses were recognised in profit or loss in relation to
impaired receivables
Individually impaired receivables
(92,489)
(10,728)
Movement in provision for impairment
-
(110,276)
Movements in the allowance for expected credit losses are as follows:
Opening balance
324,630
214,354
Additional provision recognised
-
110,276
Closing balance
324,630
324,630
Note 10. Current assets - Inventories
Consolidated
2024
$
2023
$
Inventories - at cost
3,270,677
3,743,930
Less: Provision for impairment
(2,497,916)
(2,861,513)
772,761
882,417
The carrying amounts of the Group’s inventories are a reasonable approximation of their fair values.
53
AERIS ENVIRONMENTAL LTD
Note 11. Current assets - other
Consolidated
2024
$
2023
$
Prepayments
180,750
285,985
Deposits, bonds and other receivables
24,908
14,189
205,658
300,174
The carrying amount of the Group’s other current assets are a reasonable approximation of their fair values.
Note 12. Non-current assets - property, plant and equipment
Consolidated
2024
$
2023
$
Leasehold improvements - at cost
138,093
138,093
Less: Accumulated depreciation
(132,775)
(131,461)
5,318
6,632
Plant and equipment under lease
209,696
187,474
Less: Accumulated depreciation
(193,770)
(182,879)
15,926
4,595
Computer equipment - at cost
322,970
325,983
Less: Accumulated depreciation
(315,645)
(318,283)
7,325
7,700
Office equipment - at cost
139,709
139,709
Less: Accumulated depreciation
(134,901)
(132,882)
4,808
6,827
Field equipment - at cost
51,647
51,647
Less: Accumulated depreciation
(51,647)
(51,647)
-
-
R & D equipment - at cost
54,974
54,974
Less: Accumulated depreciation
(52,134)
(44,352)
2,840
10,622
Software - at cost
32,516
72,351
Less: Accumulated depreciation
(10,579)
(16,421)
21,937
55,930
58,154
92,306
FINANCIAL STATEMENTS
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Computer
equipment
$
Leasehold
improvements
$
Office
furniture
$
Plant and
equipment
$
R&D
equipment
$
Software
$
Total
$
Balance at 1 July 2022
28,657
-
2,806
24,673
8,406
44,713
109,255
Exchange differences
(504)
-
-
-
-
-
(504)
Additions
1,012
7,865
6,114
-
14,201
21,589
50,781
Disposals
(3,324)
-
-
-
-
-
(3,324)
Depreciation charge
(18,141)
(1,233)
(2,093)
(20,078)
(11,985)
(10,372)
(63,902)
Balance at 30 June 2023
7,700
6,632
6,827
4,595
10,622
55,930
92,306
Exchange differences
(289)
-
-
-
-
-
(289)
Additions
7,023
-
-
22,222
-
16,761
46,006
Disposals
(1,389)
-
-
-
-
(34,172)
(35,561)
Depreciation charge
(5,720)
(1,314)
(2,019)
(10,891)
(7,782)
(16,582)
(44,308)
Balance at
30 June 2024
7,325
5,318
4,808
15,926
2,840
21,937
58,154
Note 13. Non-current assets - right-of-use assets
Consolidated
2024
$
2023
$
Land and buildings - right-of-use
157,713
160,455
Less: Accumulated depreciation
(86,022)
(53,485)
71,691
106,970
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Right-of-use
asset
$
Total
$
Balance at 1 July 2022
-
-
Additions
160,455
160,455
Depreciation expense
(53,485)
(53,485)
Balance at 30 June 2023
106,970
106,970
Disposals
(2,742)
(2,742)
Depreciation expense
(32,537)
(32,537)
Balance at 30 June 2024
71,691
71,691
Refer to note 18 for further information on lease liabilities.
55
AERIS ENVIRONMENTAL LTD
Note 14. Current liabilities - trade and other payables
Consolidated
2024
$
2023
$
Trade payables
763,203
687,515
GST and PAYG payable
33,161
6,043
Accrued expenses
894,043
790,233
1,690,407
1,483,791
Refer to note 26 for further information on financial instruments.
The carrying amounts of the Group’s current trade and other payables are a reasonable approximation of their fair values.
Note 15. Current liabilities - lease liabilities
Consolidated
2024
$
2023
$
Lease liabilities
58,277
62,378
Refer to note 18 for further information on non-current lease liabilities and note 26 for further information on financial
instruments.
Note 16. Current liabilities - provisions
Consolidated
2024
$
2023
$
Annual leave
151,920
109,997
Long service leave
15,902
11,002
167,822
120,999
The carrying amounts of the Group’s provisions are a reasonable approximation of their fair values.
Note 17. Non-current liabilities - lease liabilities
Consolidated
2024
Non-current
$
Total
$
Loans from Directors and a Shareholder*
837,249
837,249
Total borrowings
837,249
837,249
*During the year three loan facilities of up to $1,500,000 each were entered into with two Directors (Maurie Stang and
Steven Kritzler) and one substantial shareholder (Bernard Stang). Each loan is an unsecured facility that attracts 10% per
annum interest payable quarterly and can be repaid without penalty if Aeris secures alternative funding. For each loan facility
of $500,000 issued, the subscriber will receive 500,000 options on a 1:1 ratio with an exercise price of $0.20 for a total of
FINANCIAL STATEMENTS
1,500,000 options. The issue and exercise of the options will comply with ASX Listing Rules. The loan maturity date is 28 June
2026 and the first drawdown of $500,000 was made in June 2024.
Messrs Maurie Stang and Bernard Stang being Directors and Shareholders of Regional Corporate Services Pty Ltd agreed
to the conversion of Regional Corporate Services Pty Ltd’s Trade Payables to their respective loan accounts. Trade Payables
amounting to $337,249 was equally divided.
The balance of loan account for Bernard Stang was made up of the first drawdown amount of $500,000 and his share of
Regional Corporate Services Pty Ltd’s Trade Payables of $168,624.50.
The balance of loan account for Maurie Stang was only made up of his share of Regional Corporate Services Pty Ltd’s Trade
Payables of $168,624.50.
Note 18. Non-current liabilities - lease liabilities
Consolidated
2024
$
2023
$
Lease liabilities
21,383
52,375
Refer to note 26 for further information on financial instruments.
Particulars relating to lease liabilities
The Group has recognised ‘Right-of-Use Asset’ and an associated ‘Lease Liability’ in the 2023 financial year for the office space
leased in Townsville and Sydney following AASB 16 for accounting of leases. In May 2023, a new sub-lease was signed for the
office space in Sydney. The lease was previously held with Regional Health Care Group Pty Ltd, it is now held with Regional
Corporate Services Pty Ltd. Following this decision, the ‘Right-of-Use Asset’ is disclosed in note 13 and the current lease
liability is disclosed in note 1515.
2024
$
2023
$
The financial statements show the following amounts relating to leases:
Depreciation
32,537
53,485
Interest expense (included in finance cost)
4,271
10,219
Value of Right-of-Use asset
71,691
106,970
Expense relating to short-term leases (included in occupancy expenses)
-
-
Total cash flows for leases
66,174
64,671
Note 19. Equity - issued capital
Consolidated
Consolidated
2024
Shares
2023
Shares
2024
$
2023
$
Ordinary shares - fully paid
245,694,551
245,644,551
62,520,726
62,520,726
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
57
AERIS ENVIRONMENTAL LTD
Movements in ordinary share capital of Aeris Environmental Ltd
Date
Shares
Issue Price
$
Balance - no par value
1 July 2022
244,376,020
62,520,726
Shares issued on conversion of performance rights
1,068,531
0.00
-
Shares issued to consultants and advisors
200,000
0.00
-
Balance - no par value
30 June 2023
245,644,551
62,520,726
Shares issued on conversion of performance rights*
50,000
0.00
-
Balance - no par value
30 June 2024
245,694,551
62,520,726
*The performance rights were issued to incentivise the contractor for R&D work carried out for the Company. In accordance
with the Employee Incentive Plan (EIP) Rules, 33% (being one third) of the performance rights vested on 10 October 2023
and exercised on 24 January 2024. The remainder will vest on 10 October 2024 (being one third) and the final 33% (being
one third) on 10 October 2025.
For the purposes of these disclosures, the Group considers its capital to comprise its ordinary share capital and accumulated
losses. Neither the share based payments reserve nor the translation reserve is considered as capital.
Share buy-back
There is no current on-market share buy-back.
Note 20. Equity - reserves
Consolidated
2024
$
2023
$
Share-based payments reserve
1,967,511
1,965,645
Foreign currency translation reserve
(89,378)
(81,876)
1,878,133
1,883,769
FINANCIAL STATEMENTS
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Share- based
payments
$
Foreign
currency
translation
$
Total
$
Balance at 1 July 2022
1,960,861
(98,955)
1,861,906
Foreign currency translation
-
17,079
17,079
Share based payments during the year allocated to:
Employees and consultants
4,784
-
4,784
Key Management Personnel
-
-
-
Utilized for share issue
-
-
-
Balance at 30 June 2023
1,965,645
(81,876)
1,883,769
Foreign currency translation
-
(7,502)
(7,502)
Share based payments during the year allocated to:
Employees and consultants
1,866
-
1,866
Balance at 30 June 2024
1,967,511
(89,378)
1,878,133
Nature and purpose of reserve
The foreign currency translation reserve records the impact of the movement of the exchange rate as it relates to the
Company’s investment in overseas subsidiaries.
The share-based payments reserve records the value of options or performance rights issued to employees, consultants and
Directors, as part of the remuneration for their services and issued in consideration for business combinations.
Note 21. Equity - accumulated losses
Consolidated
2024
$
2023
$
Accumulated losses at the beginning of the financial year
(61,453,414)
(57,793,452)
Loss after income tax benefit for the year
(2,972,950)
(3,653,743)
Disposal of investment in Aeris Cleantech Pte Ltd
-
(6,219)
Accumulated losses at the end of the financial year
(64,426,364)
(61,453,414)
59
AERIS ENVIRONMENTAL LTD
Note 22. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 23. Earnings per share
Consolidated
2024
$
2023
$
Loss after income tax attributable to the owners of Aeris Environmental Ltd
(2,972,950)
(3,653,743)
Number
Number
Weighted average number of ordinary shares outstanding during the year used in
calculation of basic EPS
245,666,195
245,422,124
Weighted average number of ordinary shares outstanding during the year used in
calculation of diluted EPS*
245,666,195
245,422,124
Cents
Cents
Basic loss per share (cents)
(1.21)
(1.49)
Diluted loss per share (cents)
(1.21)
(1.49)
Options and performance rights eligible for conversion into ordinary shares in future
Number
Number
Performance rights over ordinary shares to Consultants
100,000
150,000
Options over ordinary shares to Consultants
550,000
550,000
650,000
700,000
*Options and rights eligible for conversion into ordinary shares in future have an anti-dilutive effect, hence diluted EPS is
same as basic EPS.
There were no options over ordinary shares issued subsequent to year-end 2024.
Note 24. Options and performance rights
On 15 July 2022, 550,000 options with an exercise price of $0.01 were issued to consultant Tim Fortin for services performed
from June 2021 to January 2022. The options vested on the date of issue and each option may be exercised from the date of
issue at any time up until the expiry date of 15 July 2025.
On 21 December 2022, 150,000 performance rights with a nil exercise price were issued to consultant Bruce Davison as
partial payment for R&D services provided. 33% of the performance rights vested on 10 October 2023 and were exercised on
24 January 2024, 33% will vest on 10 October 2024 and the final 34% vest on 10 October 2025. The performance rights shall
expire, if not converted, at 5:00pm AEST on 20 December 2026.
FINANCIAL STATEMENTS
Note 25. Share-based payments
Recognised share-based payment expenses
The expense recognised for employee services and external consultants during the year is shown in the table below:
Consolidated
Employee Share Option Plan
2024
2023
Employees and consultant
1,866
4,784
Total arising from share-based payment transactions
1,866
4,784
Details of share-based payment plan
The share-based payment plan is described in the remuneration report in the Directors’ Report. There have been no
cancellations or modifications to the plan during 2024 and 2023.
Fair value of options or performance rights granted
The fair value of the options granted under the plan is estimated using the Black-Scholes valuation methodology taking into
account the terms and conditions under which the options are granted. The fair value of performance rights granted is based
on the market price of shares at the date of issue.
Particulars of options or performance rights granted over unissued shares:
Options
Rights
2024
2023
2024
2023
Options or rights on issue:
Employees and consultants*
550,000
550,000
150,000
150,000
Key management personnel
-
-
-
-
550,000
550,000
150,000
150,000
Options or rights granted during the year:
Employees and consultants
-
550,000
-
150,000
Key management personnel
-
-
-
1,068,531
-
550,000
-
1,218,531
Shares issued as a result of exercise of options or rights:
Employees and consultants**
-
-
50,000
150,000
Key management personnel
-
-
-
1,068,531
-
-
50,000
1,218,531
Options or rights expired or forfeited:
-
-
-
-
Weighted average remaining contractual life
1.04 years
2.04 years
2.47 years
3.48 years
Weighted average range of exercise prices
$0.01
$0.01
-
-
61
AERIS ENVIRONMENTAL LTD
* On 15 July 2022, 550,000 options with an exercise price of $0.01 were issued to consultant Tim Fortin for services performed
from June 2021 to January 2022. The options vested on the date of issue and each option may be exercised from the date of
issue at any time up until the expiry date of 15 July 2025.
**On 21 December 2022, 150,000 performance rights with a nil exercise price were issued to consultant Bruce Davison as
partial payment for R&D services provided. 33% of the performance rights vested on 10 October 2023 and were exercised on
24 January 2024, 33% will vest on 10 October 2024 and the final 34% vest on 10 October 2025. The performance rights shall
expire, if not converted, at 5:00pm AEST on 20 December 2026.
Note 26. Financial instruments
Financial risk management objectives
Capital
The Group considers its capital to comprise its ordinary share capital and accumulated losses.
In managing its capital, the Group’s primary objective is to ensure its continued ability to provide a consistent return for its
equity shareholders through a combination of capital growth and distributions. In order to achieve this objective, the Group
seeks to maintain a sufficient funding base to enable the Group to meet its working capital and strategic investment needs.
In making decisions to adjust its capital structure to achieve these aims, either through new share issues or debt, the Group
considers not only its short-term position but also its long-term operational and strategic objectives.
Financial instrument risk exposure and management
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and
processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in
this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risks arise, are as follows:
•
Cash at bank;
•
Trade and other receivables;
•
Deposits and bonds; and
•
Trade and other payables
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and has
the responsibility for designing and operating processes that ensure the effective implementation of the objectives and
policies to the Group’s finance function. The Board receives monthly reports through which it reviews the effectiveness of the
processes put in place and the appropriateness of the objectives and policies it sets.
FINANCIAL STATEMENTS
The overall objective of the board is to set policies that seek to reduce risk as far as possible without unduly affecting the
Group’s competitiveness and flexibility. Further details regarding these policies are set out below:
(i) Credit risk
Credit risk arises principally from the Group’s trade receivables, cash and term deposits. It is the risk that the counterparty fails
to discharge its obligation in respect of the instrument.
The maximum exposure to credit risk at balance sheet date is as follows:
Consolidated
2024
$
2023
$
Trade receivables
284,578
458,761
R&D tax offset rebate receivable
365,000
230,000
Deposits, bonds and other receivables
24,908
9,310
Deposits with BankWest
152,011
2,463,421
Deposits with Wise, USA
15,195
48,844
Deposits with Bank of America, USA
990
5,448
Deposits with ANZ Bank
810,031
67,413
Deposits with Bank of China, China
6,351
14,870
Deposits with World First Bank, UK
5,213
-
1,664,277
3,298,067
(ii)
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on
its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.
To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at
least 45 days.
The Board receives cash flow projections on a monthly basis as well as information regarding cash balances. At the balance
sheet date, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations
under all reasonably expected circumstances, however see going concern section per note 1 for further comments.
63
AERIS ENVIRONMENTAL LTD
Maturity analysis of financial assets and liability based on management’s expectations
The risk implied from the values shown in the table below, reflects a balanced view of cash inflows and outflows. Trade
payables and other financial liabilities mainly originate from the financing of assets used in our ongoing operations such
as property, plant, equipment and investments in working capital (e.g. trade receivables and inventories). These assets are
considered in the Group’s overall liquidity risk.
Maturity analysis - 2024
Undiscounted
Cash flows
$
< 6 months
$
6 - 12
months
$
1-3 years
$
>3 years
$
Carrying
values
$
Financial assets
Cash and cash equivalents
989,791
989,791
-
-
-
989,791
Trade and other receivables
284,578
284,578
-
-
-
284,578
R&D tax offset rebate receivable
365,000
365,000
-
-
-
365,000
Security deposits
9,310
-
-
-
9,310
9,310
1,648,679
1,639,369
-
-
9,310
1,648,679
Financial liabilities
Trade payables
(763,203)
(763,203)
-
-
-
(763,203)
Other payables including GST
and PAYG payable
(927,204)
(927,204)
-
-
-
(927,204)
Borrowings
(1,004,699)
(41,862)
(41,862)
(920,974)
-
(837,249)
Lease liabilities
(84,227)
(30,990)
(31,140)
(22,097)
-
(79,660)
(2,779,333)
(1,763,259)
(73,002)
(943,071)
-
(2,607,316)
Net Maturity
(1,130,654)
(123,890)
(73,002)
(943,071)
9,310
(958,637)
Maturity analysis - 2023
Undiscounted
Cash flows
$
< 6 months
$
6 - 12
months
$
1-3 years
$
>3 years
$
Carrying
values
$
Financial assets
Cash and cash equivalents
2,599,996
2,599,996
-
-
-
2,599,996
Trade and other receivables
458,761
458,761
-
-
-
458,761
R&D tax offset rebate receivable
230,000
230,000
-
-
-
230,000
Security deposits
14,189
-
-
-
14,189
14,189
3,302,946
3,288,757
-
-
14,189
3,302,946
Financial liabilities
Trade payables
(687,519)
(687,519)
-
-
-
(687,519)
Other payables including GST
and PAYG payable
(796,276)
(796,276)
-
-
-
(796,276)
Lease liabilities
(123,657)
(30,390)
(30,390)
(62,877)
-
(114,753)
(1,607,452)
(1,514,185)
(30,390)
(62,877)
-
(1,598,548)
Net Maturity
1,695,494
1,774,572
(30,390)
(62,877)
14,189
1,704,398
FINANCIAL STATEMENTS
(iii)
Market risk
Interest rate risk
The Group’s exposure to fluctuations in interest rates that are inherent in financial markets arise predominantly from assets
and liabilities bearing variable interest rates.
The Company’s exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets
and financial liabilities is set out below:
2024
Notes
Weighted
Average
Interest Rates
Floating
Interest
Rates
Fixed
Interest
Rates
Non-Interest
Bearing
Total
Financial assets
Cash and cash equivalents
8
2.03%
989,791
-
-
989,791
Deposits
11
0.00%
-
-
9,310
9,310
Trade and other receivables
9
0.00%
-
-
649,578
649,578
Total assets
989,791
-
658,888
1,648,679
Financial liabilities
Trade and other payables
14
0.00%
-
-
(1,690,407)
(1,690,407)
Borrowings
17
10.00%
-
(837,249)
-
(837,249)
Lease liabilities
13, 15
7.22%
-
(79,660)
-
(79,660)
Total liabilities
-
(916,909)
(1,690,407)
(2,607,316)
989,791
(916,909)
(1,031,519)
(958,637)
2023
Notes
Weighted
Average
Interest Rates
Floating
Interest
Rates
Fixed
Interest
Rates
Non-Interest
Bearing
Total
Financial assets
Cash and cash equivalents
8
1.25%
2,599,996
-
-
2,599,996
Deposits
11
0.00%
-
-
14,189
14,189
Trade and other receivables
9
0.00%
-
-
688,761
688,761
Total assets
2,599,996
-
702,950
3,302,946
Financial liabilities
Trade and other payables
14
0.00%
-
-
(1,483,792)
(1,483,792)
Lease liabilities
7.22%
-
(114,753)
-
(114,753)
Total liabilities
-
(114,753)
(1,483,792)
(1,598,545)
2,599,996
(114,753)
(780,842)
1,704,401
65
AERIS ENVIRONMENTAL LTD
The following sensitivity analysis is based on the interest rate risk exposure in existence at the balance sheet date. The
analysis assumes all other variables remain constant.
Sensitivity analysis
Carrying
Amount
+2% Interest rate
Profit or Loss
-1% Interest rate
Profit or Loss
2024
Deposits on call
152,011
3,040
(1,520)
Tax charge of 25%
-
(760)
380
152,011
2,280
(1,140)
2023
Deposits on call
2,463,421
49,268
(24,634)
Tax charge of 25%
-
(12,317)
6,159
2,463,421
36,951
(18,475)
Currency risk
The Group’s policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency
with the cash generated from their own operations in that currency. Where group entities have liabilities denominated in
a currency other than their functional currency (and have insufficient reserves of that currency to settle them) cash already
denominated in that currency will, where possible, be transferred from elsewhere within the Group.
The Group is exposed to currency risk in relation to the translation of the ultimate parent entity’s net investments in foreign
operations to its functional currency of Australian dollars. This translation is recognised directly in equity. The analysis below
demonstrates the impact on equity of a 10% strengthening or weakening against the AUD dollar of the major currencies to
which the Group is exposed through its net investments in foreign operations. The basis for the sensitivity calculation is the
Group’s actual residual exposure at the balance date of 7% plus movement in currency of 3%.
2024
2023
Exposure
Currency
Balance in
denominated
currency
Balance in
functional
currency
Sensitivity
Equity
Change
Balance in
denominated
currency
Balance in
functional
currency
Sensitivity
Equity
Change
US Dollar
(3,356,838)
(5,032,816)
10%
457,529
(3,108,291)
(4,682,056)
10%
425,641
Chinese
Yuan
4,613,196
952,009
10%
(86,546)
4,737,589
983,749
10%
(89,432)
Euro
(7,457)
(11,981)
10%
1,089
(7,457)
(12,227)
10%
1,112
GBP
(71,777)
(136,101)
10%
12,373
(70,822)
(135,098)
10%
12,282
There are no foreign currency balances held in the parent entity.
Fair value measurement
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their
fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining
contractual maturities at the current market interest rate that is available for similar financial liabilities.
Therefore, table detailing the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a three level
hierarchy, based on the lowest level of input that is significant to the entire fair value measurement is not required.
FINANCIAL STATEMENTS
Note 27. Key management personnel disclosures
Directors
The following persons were directors of Aeris Environmental Ltd during the financial year:
•
Maurie Stang
•
Steven Kritzler
•
Abbie Widin
•
Jenny Harry
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of
the consolidated entity, directly or indirectly, during the financial year:
•
Andrew Just (CEO)
67
AERIS ENVIRONMENTAL LTD
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Consolidated
2024
$
2023
$
Short-term employee benefits
533,025
535,212
Post-employment benefits
55,374
52,837
588,399
588,049
Further, disclosures relating to key management personnel are set out in remuneration report in the Directors’ Report.
Note 28. Remuneration of auditors
Consolidated
2024
$
2023
$
Remuneration of UHY Haines Norton for -
Audit of the annual financial report
63,000
60,000
Review of the half yearly financial report
25,000
24,278
88,000
84,278
Note 29. Contingent liabilities
There are no contingent liabilities identified as at balance date 30 June 2024 (2023 contingent liabilities nil).
Note 30. Commitments for expenditure
There are no commitments for expenditure identified as at balance date 30 June 2024 (2023 commitments for expenditure nil).
Note 31. Related party transactions
Parent entity
Aeris Environmental Ltd is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 33.
Key management personnel
Disclosures relating to key management personnel are set out in note 27 and the remuneration report included in the
Directors’ Report.
Transactions with related parties
Disclosures relating to transactions with Directors and Director related entities are set out in the remuneration report in the
Directors’ Report.
FINANCIAL STATEMENTS
A number of specified Directors, or their personally-related entities, hold positions in other entities that result in them having
control or significant influence over the financial or operating policies of those entities. A number of these entities transacted
with the Company in the reporting period. The terms and conditions of those transactions were no more favourable than
those available, or which might reasonably be expected to be available, on similar transactions to unrelated entities on an
arms-length basis. Details of these transactions are as follows.
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding at 30 June 2024.
Regional Health Care Group Pty Ltd
2024
$
2023
$
The Company and its controlled entities incur expenses for services provided by Regional
Health Care Group Pty Ltd
Office and administration expenses
745
117,772
Insurance expenses
-
12,137
Rent
-
23,436
Distribution expenses
-
48,524
Corporate services
-
62,352
The Company and its controlled entities transacted with Regional Health Care Group Pty Ltd as customer for:
Sale of goods and administrative charges
34
21,521
Mr M Stang is a Director and Shareholder of Regional Health Care Group Pty Ltd
69
AERIS ENVIRONMENTAL LTD
Regional Corporate Services Pty Ltd
2024
$
2023
$
The company and its controlled entities incur cost for services provided by Regional
Corporate Services Pty Ltd
Office and administration expenses
118,911
27,820
Insurance expenses
2,464
75,314
Rent
24,898
4,126
Distribution expenses
81,032
5,978
Corporate services
330,840
-
The company and its controlled entities provided services and sold products to Regional
Corporate Services Pty Ltd
14,486
-
Mr M Stang is a Director and Shareholder of Regional Corporate Services Pty Ltd
Novapharm Research (Australia) Pty Ltd
2024
$
2023
$
The Company and its controlled entities incur expenses for services provided by
Novapharm Research (Australia) Pty Ltd.
Research and development
102,734
190,356
Patent and other expenses
8,701
15,436
The Company and its controlled entities transacted with Novapharm Research (Australia)
Pty Ltd and invoiced them for providing supply chain functions
21,448
26,001
Mr M Stang and S Kritzler are Directors and Shareholders of Novapharm Research
(Australia) Pty Ltd
FINANCIAL STATEMENTS
Ramlist Pty Ltd
2024
$
2023
$
The Company and its controlled entities incur expenses for rent and utility outgoings to
Ramlist Pty Ltd
14,923
25,311
Mr M Stang is a Director and Shareholder of Ramlist Pty Ltd
Ensol Systems Pty Ltd
2024
$
2023
$
The Company and its controlled entities incur expenses for marketing and other
operational services to Ensol Systems Pty Ltd
-
5,150
The Company and its controlled entities transacted with Ensol systems Pty Ltd and
invoiced them for administrative charges
-
450
Mr M Stang is a Shareholder of Ensol Systems Pty Ltd
Teknik Lighting Solutions Pty Ltd
2024
$
2023
$
The Company and its controlled entities incur expenses for marketing and other
operational services to Teknik Lighting Solutions Pty Ltd and invoiced them for
administrative charges
1,196
199
The Company and its controlled entities transacted with Teknik Lighting Solutions Pty Ltd
and invoiced them for administrative charges
376
-
Mr M Stang is a Shareholder of Teknik Lighting Solutions Pty Ltd
Enviroguard Technologies Pty Ltd
2024
$
2023
$
The Company and its controlled entities purchased products from Enviroguard
Technologies Pty Ltd
110,971
-
Mr M Stang is a Director of Enviroguard Technologies Pty Ltd
Vectus Biosystems Limited
2024
$
2023
$
The Company and its controlled entities incur expenses for accounting services provided
by Vectus Biosystems Limited
-
11,832
Mr M Stang is a Director and Shareholder of Vectus Biosystems Limited
Gryphon Capital Pty Ltd
2024
$
2023
$
The company and its controlled entities provided marketing services and sold products
to Gryphon Capital Pty Ltd
-
9,479
Mr M Stang is a Director and Shareholder of Gryphon Capital Pty Ltd
Stangcorp Pty Ltd
2024
$
2023
$
The company and its controlled entities sold products to Stangcorp Pty Ltd
-
363
Mr M Stang is a Director and Shareholder of Stangcorp Pty Ltd
71
AERIS ENVIRONMENTAL LTD
Loans to/from related parties
There were loans from related parties in the current period. Please refer to note 17.
Loan balance outstanding at the end of the period
2024
$
2023
$
Maurie Stang
168,625
-
Mr M Stang is a Non-Executive Director and Chairman of Aeris Environmental Ltd
Outstanding balances payable from purchase of services
2024
$
2023
$
Regional Health Care Group Pty Ltd - for purchase of services
-
1,613
Regional Health Care Group Pty Ltd - for refund owing from credits due to sales returns
100,465
100,465
Regional Corporate Services Pty Ltd
45,237
23,148
Novapharm Research (Australia) Pty Ltd
63,693
28,050
Ramlist Pty Ltd
-
1,347
Ensol Systems Pty Ltd
-
-
Teknik Lighting Solutions Pty Ltd
-
127
Vectus Biosystems Limited
-
2,442
Enviroguard Technologies Pty Ltd
5,935
-
Outstanding balances receivable for sales and services provided
2024
$
2023
$
Regional Healthcare Group Pty Ltd
-
-
Novapharm Research (Australia) Pty Ltd
-
5,483
Ensol Systems Pty Ltd
-
-
Teknik Lighting Solutions Pty Ltd
-
-
Vectus Biosystems Limited
-
-
Gryphon Capital Pty Ltd
-
-
Stangcorp Pty Ltd
-
-
Enviroguard Technologies Pty Ltd
-
-
FINANCIAL STATEMENTS
Note 32. Parent entity information
Parent 2024
$
Parent 2023
$
Current assets
2,641,162
4,524,838
Total assets
3,778,847
5,730,275
Current liabilities
(2,862,051)
(2,622,336)
Total liabilities
(3,720,683)
(2,674,712)
Issued capital
62,520,726
62,520,725
Accumulated losses
(64,430,073)
(61,430,807)
Share-based payments reserve
1,967,511
1,965,645
58,164
3,055,563
Net profit (loss) after tax for the period
(2,999,266)
(3,562,663)
Total comprehensive loss for the period
(3,006,768)
(3,545,584)
Note 33. Interests in subsidiaries - particulars relating to controlled entities
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 1:
Name of entity
Principal place of
business/Country
of incorporation
Ownership
interest
2024
%
Aeris Pty Ltd
Australia
100.00%
AerisTech Pty Ltd*
Australia
100.00%
Aeris Hygiene Services Pty Ltd
Australia
100.00%
Aeris Environmental LLC
USA
100.00%
Aeris Cleantech Europe Ltd
Malta
100.00%
Aeris Environmental (UK) Ltd
UK
100.00%
Shanghai Aeris Environmental Technology Co. Ltd
China
100.00%
*Aeris Biological Systems Pty Ltd did on the sixth day of May 2024 change its name to AerisTech Pty Ltd. The company is a
propriety company and is limited by shares. AerisTech Pty Ltd is 100% owned by Aeris Environmental Ltd.
73
AERIS ENVIRONMENTAL LTD
Note 34. Subsequent events
There have been no matters or circumstances, which have arisen since 30 June 2024 that have significantly affected or may
significantly affect:
(a)
the operations, in financial years subsequent to 30 June 2024, of the consolidated entity; or
(b) the results of those operations;
(c)
the state of affairs, in the financial years subsequent to 30 June 2024, of the consolidated entity.
Note 35. Reconciliation of loss after income tax to net cash used in operating activities
Reconciliation of cash
For the purposes of the statement of cash flows, cash includes cash on hand and in banks and investments in money market
instruments, net of outstanding bank overdrafts. Cash at the end of the financial year as shown in the statement of cash flows
is reconciled in the related items in the statement of financial position as follows:
Consolidated
2024
$
2023
$
Cash at bank and on hand
837,780
136,575
Deposits on call
152,011
2,463,421
989,791
2,599,996
Loss after income tax benefit for the year
(2,972,950)
(3,653,743)
Adjustments for:
Depreciation and amortisation
76,845
117,387
Impairment of current assets
351,489
426,517
Interest on lease liability
4,271
10,219
Share-based payments
1,866
4,784
Other adjustments
4,351
14,131
Net (gain)/loss on sale of non-current assets
35,560
-
Change in operating assets and liabilities:
Decrease/(Increase) in trade receivables and other receivables*
(53,306)
293,199
Decrease/(Increase) in inventories**
(163,075)
74,868
Decrease/(Increase) in other operating assets
94,516
10,227
Increase/(Decrease) in trade and other payables***
588,257
91,306
Increase/(Decrease) in employee benefits
46,823
28,518
Net cash used in operating activities
(1,985,353)
(2,582,587)
*Bad debts to the amount of $92,489 was written off during the year.
**Inventory to the amount of $636,328 was written off during the year.
***Trade Payables balance of $44,392 was written off during the year. Trade Payables balance of $337,249 was converted into equal
loans between a Director (Maurie Stang) and a substantial shareholder (Bernard Stang). Refer to note 17 for further information.
FINANCIAL STATEMENTS
Note 36. Additional company information
Aeris Environmental Ltd is a public listed company, incorporated in Australia.
Principal registered office and principal place of business
Unit 5, Level 1, 26-34 Dunning Avenue
Rosebery
NSW 2018
75
AERIS ENVIRONMENTAL LTD
DISCLOSURE
STATEMENT
CONSOLIDATED ENTITY
Name of entity
Type of entity
Trustee,
partner or
participant
in JV
% of
share
capital
Place of
incorporation
Australian
resident
or foreign
resident(i)
Foreign
jurisdiction(s)
of foreign
residents
Aeris Environmental Ltd
Body corporate
-
n/a
Australia
Australian
Australia
Controlled entity of Aeris
Environmental Ltd
Aeris Pty Ltd
Body corporate
-
100%
Australia
Australian
Australia
AerisTech Pty Ltd
Body corporate
-
100%
Australia
Australian
Australia
Aeris Hygiene Services Pty Ltd
Body corporate
-
100%
Australia
Australian
Australia
Aeris Environmental LLC
Body corporate
-
100%
USA
Foreign
USA
Aeris Cleantech Europe Ltd
Body corporate
-
100%
Malta
Foreign
Malta
Aeris Environmental (UK) Ltd
Body corporate
-
100%
UK
Foreign
UK
Shanghai Aeris Environmental
Technology Co. Ltd
Body corporate
-
100%
China
Foreign
China
(i) All entities have retained the same tax residency as their country of incorporation.
The ultimate controlling entity of the Group is Aeris Environmental Ltd. The Group’s consolidated entity disclosure statement
as at 30 June 2024 has been prepared in accordance with Section 295 (3A) of the Corporations Act and includes information
for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10
Consolidated Financial Statements.
AS AT 30 JUNE 2024
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
In the Directors’ opinion:
•
the attached financial statements and notes comply
with the Corporations Act 2001, the Accounting
Standards, the Corporations Regulations 2001 and
other mandatory professional reporting requirements;
• the attached financial statements and notes comply
with International Financial Reporting Standards as
issued by the International Accounting Standards
Board as described in note 1 to the financial
statements;
• the attached financial statements and notes give a
true and fair view of the consolidated entity’s financial
position as at 30 June 2024 and of its performance for
the financial year ended on that date;
• the consolidated entity disclosure statement is true
and correct; and
• there are reasonable grounds to believe that the
company will be able to pay its debts as and when
they become due and payable.
The Directors have been given the declarations required
by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made
pursuant to section 295(5)(a) of the Corporations Act
2001.
On behalf of the Directors
Maurie Stang
Sydney
Non-Executive Director and Chairman
30 August 2024
DECLARATION
DIRECTORS’
77
AERIS ENVIRONMENTAL LTD
TO THE MEMBERS OF
AERIS ENVIRONMENTAL LTD
INDEPENDENT
AUDITOR’S
REPORT
30 JUNE 2024
INDEPENDENT AUDITOR’S REPORT
79
AERIS ENVIRONMENTAL LTD
INDEPENDENT AUDITOR’S REPORT
81
AERIS ENVIRONMENTAL LTD
INDEPENDENT AUDITOR’S REPORT
83
AERIS ENVIRONMENTAL LTD
ADDITIONAL
INFORMATION
AUSTRALIAN SECURITIES EXCHANGE (ASX)
Additional information required by ASX Listing Rule 4.10, and not disclosed
elsewhere in this Annual Report, is detailed below. This information was
prepared based on the Company’s Share Registry information, its Options
and Performance Rights Registers, ASX releases and the Company’s
Constitution.
Shareholding Information
Distribution of Shareholders
Analysis of the quoted fully paid ordinary shares by holding as at
6 September 2024:
Spread of
Holdings
Number of
Holders
Ordinary
shares
% of Total
Issued Capital
1 – 1,000
167
83,444
0.03
1,001 – 5,000
296
869,743
0.35
5,001 – 10,000
194
1,566,303
0.64
10,001 – 100,000
412
15,102,763
6.15
100,001 – 500,000
125
28,248,575
11.50
500,001 – 1,000,000
23
15,129,798
6.16
1,000,001 and over
40
184,693,925
75.17
Total
1,257
245,694,551
100.00
Based on the market price at 6 September 2024 there were 540 shareholders
with less than a marketable parcel of $500 worth of shares at a share price
of $0.067. There are 117,000 shares that are subject to Company imposed
voluntary escrow.
Statement of Shareholdings as at 6 September 2024
The names of the 20 largest holders of fully paid ordinary shares are listed below:
Rank
Shareholder
Number of Shares
% Holding
1
HSBC Custody Nominees (Australia) Limited
46,983,311
19.12
2
Bernard Stang
18,043,084
7.34
3
Maurie Stang
15,279,749
6.22
4
Steven Kritzler
8,331,609
3.39
5
Girdis Superannuation Pty Ltd
6,922,828
2.82
6
Potski Pty Ltd
6,917,604
2.82
7
Energy Trading Systems Pty Ltd
5,529,411
2.25
8
Kefford Holdings Pty Ltd
4,738,610
1.93
9
Meditsuper Pty Ltd
4,272,281
1.74
10
Development Management & Constructions Pty Ltd
4,247,353
1.73
11
Seguro Super Pty Ltd
4,105,695
1.67
12
Bennelong Resources Pty Limited
3,500,000
1.42
13
Lotsa Nominees Pty Ltd
3,333,333
1.36
14
Ken Zulumovski
3,179,498
1.29
15
Benlee Company Pty Ltd
3,168,283
1.29
16
Towns Corporation Pty Ltd
3,090,000
1.26
17
BNP Paribas Noms Pty Ltd
3,058,706
1.24
18
Citicorp Nominees Pty Limited
2,988,853
1.22
19
Steven Kritzler
2,921,176
1.19
20
Roo County Pty Ltd
2,757,935
1.12
Total of Top 20 Holdings
153,369,319
62.42
Other Holdings
92,325,232
37.58
Total Ordinary Shares
245,694,551
100.00
85
AERIS ENVIRONMENTAL LTD
Unquoted Equity Securities as at 6 September 2024
For details of the unissued ordinary shares of the Company, refer below and to the “Share Options” section of the Directors’
Report.
Number
Class – Options
Number of Holders
550,000
Options issued to consultant Timothy Fortin on 15 July 2022, which vested on the date
of issue, and which expire (if not exercised) on 15 July 2025, and have an exercise price
of 1 cent.
1
550,000
Total Options on Issue
1
Number
Class – Performance Rights
Number of Holders
100,000
Performance Rights issued to consultant Bruce Davison on 21 December 2022, which
expire (if not converted) on 20 December 2026 with no exercise price, with one third
vesting each year for three years commencing on 10 October 2023.
1
100,000
Total Performance Rights on Issue
1
Voting Rights
At general meetings of the Company, all fully paid ordinary shares carry one vote per share without restriction. On a show
of hands, every member present at such meetings, or by proxy, shall have one vote and, upon a poll, each share shall have
one vote. Option holders and performance rights holders have no voting rights until their options are exercised or their
performance rights convert.
Substantial Shareholders as at 6 September 2024
Substantial shareholders in Aeris Environmental Ltd, based on Substantial Shareholder Notices received by the ASX and the
Company, are as follows:
Name
Number
Class
Voting Power
Perennial Value Management Limited
36,101,587
Ordinary fully paid shares
14.69%
Maurie Stang
23,881,819
Ordinary fully paid shares
9.86%
Bernard Stang
20,253,664
Ordinary fully paid shares
8.36%
On-Market Buy-Back
There is no current on-market buy-back of shares in the Company.
AUSTRALIAN SECURITIES EXCHANGE (ASX) ADDITIONAL INFORMATION
CORPORATE
DIRECTORY
Aeris Environmental Ltd
ACN:
093 977 336
ABN:
19 093 977 336
Directors
Maurie Stang
Non-Executive Chairman
Steven Kritzler
Non-Executive Director
Abbie Widin
Non-Executive Director
Jenny Harry
Non-Executive Director
Chief Executive Officer
Andrew Just
Company Secretary
Robert Waring
Registered and Principal Office
Unit 5, Level 1, 26-34 Dunning Avenue
Rosebery NSW 2018 Australia
Telephone:
+61 2 8344 1315
Facsimile:
+61 2 9697 0944
Email:
info@aeris.com.au
Website:
www.aeris.com.au
Share Registry
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street,
Abbotsford VIC 3067 Australia
GPO Box 2975, Melbourne VIC 3001 Australia
Telephone:
1300 850 505 (within Australia)
Telephone:
+61 3 9415 4000 (outside Australia)
Facsimile:
+61 3 9473 2500
Website:
www.computershare.com
Investor Link:
www.investorcentre.com/au
Auditor
UHY Haines Norton Sydney
Level 9, 1 York Street, Sydney NSW 2000
GPO Box 4137, Sydney NSW 2001
Telephone:
+ 61 2 9256 6600
Website:
www.uhyhnsydney.com.au
Stock Exchange
The Company’s fully paid ordinary shares are quoted on
the official list of the Australian Securities Exchange (ASX
Limited).
ASX Code
AEI
87
AERIS ENVIRONMENTAL LTD