Annual Report
for the Year Ended 30 June 2023
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
CONTENTS
Highlights
Corporate Directory
Review of Operations
Our Innovations
Directors’ Report
Auditors Independence Declaration
3
6
7
18
23
30
Consolidated Profit or Loss and Other Comprehensive
31
Income Statement
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Information for Listed Public Companies
32
33
34
35
50
51
55
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
Sales During The Year
HIGHLIGHTS
EdenCrete®
OptiBlend®
Total
Sales FY 23
A$000’s
Sales FY 22
A$000’s
1,279
3,422
4,701
1,600
2,549
4,149
% Change
(20%)
35%
13%
Sales Growth 2017 To Present
s
n
o
i
l
l
i
M
$5.0
$4.0
$3.0
$2.0
$1.0
$0.0
s
n
o
i
l
l
i
M
$5.0
$4.0
$3.0
$2.0
$1.0
$0.0
Jun-17 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22 Jun-23
Jun-17 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22 Jun-23
OptiBlend (AUD)
EdenCrete (AUD)
India (AUD)
USA (AUD)
EdenCrete®
•
110,984 litres (29,320 gallons) of EdenCrete® were sold in 2023 to customers in 17 US States:
California, Colorado, Florida, Georgia, Iowa, Kansas, Massachusetts, North Carolina, New Hampshire,
Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, and Utah (see Figure 1).
Figure 1. Distribution of FY 2023 EdenCrete® sales in 17 US States
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
• More than 20,028 gallons (75,813 litres) of EdenCrete® were sold in the USA to 41 concrete plants spread
across 9 US States (including 25 plants in Colorado):
o Colorado (25), Georgia (5), Iowa (1), Kansas (2), North Carolina (3), South Carolina (2), Tennessee
(1), Texas (1), and Utah (1) (see Figure 2)
Figure 2. Distribution of plants that purchased EdenCrete® in 2023
•
14 Bulk EdenCrete® storage tanks and dispensing systems are installed in plants in 3 US States:
o Colorado- 10 plants installed with 4 companies:
▪
▪
▪
4 installed plants installed with one national ready-mix company
2 installed plants with large local ready-mix companies
4 plants about to be installed with a large local ready-mix company that has been a
customer for a number of years.
o Tennessee- 3 installed plants and Mississippi -1 installed plant
▪
Delta Industries, Inc.(with a 3-year bulk supply agreement) (see Eden ASX announcement
26 May 2022).
EdenCrete® - US Market Overview
• US market for EdenCrete® products well positioned for expansion with growing market interest, a widening
customer base and geographic footprint and several significant market opportunities in the pipeline.
EdenCrete® Pz and Pz7 – Global Market Overview
• Growing international interest from companies in USA, India, Indonesia, Europe, Australia, Ecuador and Israel in
low CO2 concrete produced using EdenCrete® products.
• EdenCrete® Pz7 has successfully completed the 12 months’ NTPEP evaluation trial in USA
• Extensive US trials by two large concrete companies that operate in multiple US States, commenced testing
performance benefits and cost benefits delivered by EdenCrete®Pz7.
OptiBlend® - Global Sales And Market Overview
• Record OptiBlend® sales of approximately A$3.42 million, a rise of 35% year on year compared with sales 2022.
• Eden India achieved highest ever annual OptiBlend sales (~A$2.69million) in the 12 months ended 30 June 2023,
an increase of 148% compared to the previous year.
• This significant increase in OptiBlend® sales is largely due to Governmental regulations in Greater Delhi prohibiting
the operation of diesel-powered generator sets for running on solely diesel fuel during the winter period (which
extends into the first quarter of 2023) when air pollution reaches extreme levels.
• Eden India has been manufacturing, selling, and installing OptiBlend® dual fuel kits in India, Bangladesh, Dubai
and Nigeria for the past 13 years and has sold hundreds of kits to many major national and international
companies. The OptiBlend® system is one of the most highly regarded dual fuel systems in India, which is reflected
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
in Eden India having been approached by several Original Equipment Manufacturers (OEMs) of diesel engines,
that wished to explore the possibility of selling their diesel engines with OptiBlend® dual fuel kits attached.
Pyrolysis Technology
•
Interest from a large US multi-national company in Eden’s patented, core pyrolysis technology to produce
turquoise hydrogen and carbon nanotubes from methane without producing CO2 as a by-product.
• This follows an earlier 4-year review by a major European company of Eden’s core pyrolysis technology that was
terminated at the end of 2022 following the explosion that damaged two Nord Stream 2 pipelines that were to
supply natural gas to northern Europe.
Corporate Activities
• Eden US, supported by Eden Australia, completed a transaction to replace two existing secured loans (totaling
US$3.365 million), with a new secured loan from iBorrow REIT LP of US$6.475 million, which represented less
than 55% of the appraised values of Eden’s three US properties, carrying an interest rate of 9.75% p.a. Excess
proceeds of US$1.775m (A$2.55 million) were used for additional working capital for Eden. The new loan was for
11 months (to 8 August 2023) and has since been extended to 7 August 2024.
• During the year, Eden India paid to Eden Australia its maiden dividend of A$541,640 for the Indian Financial Year
ending on 31 March 2023 (paid as an interim dividend of A$261,398 dividend and a final dividend of $280,242).
• Following a change of CEO in mid-October 2022, in early November 2022 Eden USA undertook a major
restructuring to reduce net cash outflows, whilst still maintaining its full production capabilities and most of its
sales team. Consistent with AASB136, an impairment test of the intangible assets was undertaken.
• Since the restructuring of the US workforce in November 2022, the annual US wages bill (salaries plus benefits)
has now been reduced by US$2.267 million (A$3.351 million) per year, whilst US sales (with the reduced
personnel) for the 12 months to 30 June 2023 have dropped by only US$322,812 (A$477,246), resulting in a net
annual saving to Eden US of US$1.9 million (A$2.9 million).
• Several potential buyers have reviewed the 64 acres of prime industrial land in Augusta, Georgia that Eden has
for sale, and these reviews are nearing completion. Industrial land in Georgia is in increasing demand, with a
number of major manufacturing plants being established particularly related to the automotive industry.
• On 25 January 2023, Eden Innovations Ltd (Eden) finalised a partially underwritten non-renounceable pro-rata
rights offer to Eden shareholders of one fully paid ordinary Eden share for every ten fully paid shares held, at a
price of $0.005 per share, which raised $1,000,761. Shortfall proceeds of $327,500 were subsequently placed to
institutional and sophisticated investors on the 20th of April 2023.
• On 6 February 2023, Dr Allan Godsk Larsen (M.Sc PhD) was appointed as a Director of the Company. Dr Larsen is
highly qualified with a PhD in electro-chemistry from Aarhus in Denmark in 2008. After completing his doctorate
and a year consulting to the Danish Technological Institute, he undertook a three-year Postdoctoral Fellowship at
Sydney University. Since then Allan has held the following positions:
o Two and a half years as Senior Scientist R&D at Cap-XX Ltd in Sydney, developing super capacitors
including working with carbon nanotubes;
o Almost five and a half years as Catalyst Specialist and Sales Manager at Haldor Topsøe, a leading Danish
catalyst company that sells its products around the world, after which:
o Allan joined Eden in November 2016 where he has held the following positions:
▪ November 2016 to April 2018 Product Development Manager (including having designed and
developed the EdenCrete® Pz range of products); and
▪ April 2018 to present- Chief Scientist and Manager of International Business.
• On 2 February 2023, Mr Lazaros Nikeas, and on 6 February 2023, Dr Stephen Dunmead resigned as Directors of
the Company.
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
CORPORATE DIRECTORY
DIRECTORS:
Gregory H Solomon LLB (Executive Chairman & Interim CEO)
Douglas H Solomon BJuris LLB (Hons) (Non-Executive)
Allen Godsk Larsen M.Sc., Ph.D. (Non-Executive)
COMPANY SECRETARY:
Jamie Scoringe BCom GradDip CPA
REGISTERED OFFICE:
Level 15
197 St Georges Terrace
Perth
Western Australia 6000
Tel +61 8 9282 5889
Email: mailroom@edeninnovations.com.au
Website: www.edeninnovations.com
SOLICITORS:
Solomon Brothers
Level 15
197 St Georges Terrace
Perth WA 6000
AUDITORS:
Nexia Perth Audit Services Pty Ltd
Level 3
88 William Street
Perth WA 6000
SHARE REGISTRY:
Advanced Share Registry Services Ltd
110 Stirling Highway
Nedlands WA 6009
STOCK EXCHANGE LISTING:
ASX Code: EDE (ordinary shares)
Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Securities
Exchange Limited.
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
REVIEW OF OPERATIONS
EdenCrete®
EDENCRETE® SALES – FY23
SALES FY 23 (A$000s)
SALES FY 22 (A$000s)
% Change
USA
INDIA
TOTAL
1,199
80
1,279
1,521
79
1,600
-21%
+2%
-20%
EDENCRETE® MARKET - USA
Continued steady growth in the USA in:
•
•
•
the range of applications,
the number of new and repeat customers, and
the number of US states where EdenCrete® products are being used on a regular basis, is strong testament to the benefits
that the EdenCrete® products have been shown to deliver to concrete over the past eight years.
The benefits EdenCrete® delivers range from improved wet properties, enhanced workability, improved pumpability, and reduced
waste in shotcrete applications, whilst at the same time frequently delivering material improvement in many other performance
characteristics of the concrete including compressive and flexural strength, abrasion resistance and reduced chloride permeability,
resulting in more durable, longer lasting concrete.
EdenCrete®Pz7 -NTPEP Evaluation Program successfully completed
•
•
EdenCrete® Pz7 successfully completed the ASTM C494 evaluation program via NTPEP.
The entire EdenCrete® product range (EdenCrete®, EdenCrete®Pz, and EdenCrete®Pz7) has now successfully completed both
the ASTM C494 program as well as the NTPEP program.
o NTPEP ( National Transportation Product Evaluation Program) combines the professional and physical resources of the
AASHTO (Association of American State Highway Transportation Officials) member departments in order to evaluate
materials, products, and devices of common interest for use in highway and bridge construction.
The primary goal of the program is to provide cost-effective evaluations for the State Departments of Transportation
(DOTs) by eliminating duplication of testing and auditing by States and duplication of effort by manufacturers that
provide products for evaluation.
o
Some of the highlights in FY 2023 of the EdenCrete® product range and its continued growth are as follows:
Fifth US warehouse project for Michelin undertaken that included EdenCrete® – Anderson, South Carolina
o
o
Concrete slab for warehouse requiring 400+ cubic yards of concrete.
EdenCrete® to be dosed at 1 gallon per cubic yard of concrete.
•
•
•
Loveland Ready Mix- Loveland, Colorado
o
Installed at 4 plants bulk storage/dispensing equipment for EdenCrete® for shotcrete and is regularly placing repeat
orders.
Casey Concrete, Gypsum, Colorado
o
For the fifth time, EdenCrete® used in concrete at a new Snow Cat maintenance facility, at Vail, in the Rocky Mountains .
Blue Dot Ready Mix Company – Charlotte, North Carolina
o New Customer.
o
Installed bulk storage and dispensing at 4 of their 6 plants.
• United Airlines at Denver International Airport (DIA) Colorado
o
Eden continues to work and expand its EdenCrete® market with United Airlines at DIA with which it has been working
since 2020. Again during the past year EdenCrete® was included in the concrete used to replace 6 full depth panels for
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
United Airlines (“United”) at its Main Facility at DIA. Each panel is 7.62m x7.62m x 0.46m (25’x25’x1.5’) (see Figures 7
and 8). The EdenCrete® dosage rate (1 gallon per cubic yard of concrete) used approximately 210 gallons.
o United has used EdenCrete® in concrete repairs in various locations and some new construction at DIA numerous times
since it was first used at DIA in February 2020.
Figure 3. Section of worn concrete
Figure 4. Concrete slabs being replaced
•
•
Vero Building Systems, Kissimmee, Florida
o
Following repeated success using EdenCrete® in SCIP building panels, the first project using this building technique is
being used for the construction of a new police station that was devastated by a hurricane and is being replaced.
The project specifies that the building material must be bullet proof, and able to withstand hurricane force winds, rain
and storm surge.
Florida is particularly vulnerable to damage from hurricanes, and this project could open up a potentially large market in
Florida for this very high strength, low cost building product.
o
o
Artisan Group - Nags Head, North Carolina
o New Customer.
o US Skate Park builders (primarily on east coast, Florida to Massachusetts).
o
EdenCrete® in the shotcrete used to construct 3 skate parks with 3 more planned.
▪ Mooresville Skate Park, North Carolina
▪ Warsaw City Skate Park, North Carolina
▪
▪
▪
▪
Kitty Hawk, North Carolina
Greenfield, Massachusetts
Dover, Delaware
Portsmouth, New Hampshire
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Figure 5. Mooresville Skate Park, North Carolina.
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
•
Shotcrete and Swimming Pools
o The EdenCrete® shotcrete market continues to grow across the US, driven by the low cost, small dosages of EdenCrete®
required to deliver significantly greater cost benefits than the total additional cost of adding the EdenCrete®.
o The benefits include reduced wear to pumps due to lower pump pressure being required, less re-bound (when concrete
falls of the face of the wall as waste and must be collected and disposed of), and far better workability for sculpting and/or
smoothing the shotcrete after it has been applied.
o Similarly, the large US concrete swimming pool market is a significant subset of the US shotcrete market and is an
important emerging source of US EdenCrete® sales due to the low-cost benefits EdenCrete® deliver.
•
Crete Solutions – Charlotte and Denver, North Carolina
o
o Denver, NC plant is new Customer-Installed bulk EdenCrete® storage and dispensing.
Charlotte, NC plant has been selling EdenCrete in bulk for 2 years.
• Wilder Apartment Project, Denver Colorado
o
o
Shotcrete, dosed with EdenCrete®, used for foundation walls of a multi-story condominium building with On-Demand
Concrete (see Figures 6-8).
400 cubic yards of EdenCrete® shotcrete used in in the 10 storey Wilder Apartment Building Project, in foundation walls
to provide greater strength and durability. The customer estimated 20% less rebound waste when EdenCrete® used.
Figure 6. Preparing foundations
Figure 7. Installed foundations
Figure 8. Completed Wilder Apartment Project- Denver, Colorado
•
Longs Peak Dairy, Pierce, Colorado
o
Construction of a concrete fluid retention basin for methane gas capture completed at Longs Peak Dairy (see Figures 9 &
10), requiring 250 cubic yards of concrete with EdenCrete® dosed at 2 gallons/ cubic yard of concrete.
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
o
o
o
The basin will be used to liquify bovine waste, that will then be pumped into a tank where it will generate methane that
will be collected and sold into the energy grid at a premium, helping to lessen the amount of methane released into the
atmosphere by cattle.
The use of this technology is growing rapidly, with the next fluid retention basin planned to be constructed in the next
few months at Platteville, Colorado.
There are potentially five additional fluid retention basin projects that are in the planning stage, to be located in Northeast
Colorado and Northwest Kansas.
Figure 9. Longs Peak Dairy- fluid retention basin floor.
Figure 10. Longs Peak Dairy-fluid retention basin with walls.
Harrison Western – New water tunnel, Colorado
o Harrison Western is a mining and construction company specializing in mining, heavy civil and industrial construction,
geo-construction, and tunnelling.
o Harrison Western trialled EdenCrete® in concrete that was pumped and applied as shotcrete, in the construction of a
new water tunnel, at high altitude in the mountains of Colorado and they were very satisfied with the results.
The project required concrete to be pumped 37 metres but they had difficulty pumping it even 13 metres.
o
o When EdenCrete® was added into the concrete mix, Harrison Western was able to achieve the required performance and
has now begun to bid all shotcrete projects with EdenCrete® included as a critical component of the concrete mix design.
Colorado Swimming Pool Market
EdenCrete® continues to be frequently used in the construction of concrete swimming pools, with a constant flow of new
customers and projects (see Figures 11 and 12 for two recent projects).
Figure 11. Ball Park Apartments, Denver.
Figure 12. Private Residential Pool, Franktown, CO
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
City of Parker, - New Sanitation Centre- Colorado
The City of Parker intends using EdenCrete® in approximately 5,000 cubic yards of concrete at 1 gallon per cubic yard of concrete
at a sanitation centre. The goal is to increase the abrasion resistance and durability of the concrete reduce the overall wear and
tear caused by the trash truck fleet. This new project that is likely to use over US$120,000 worth of EdenCrete® is scheduled to the
second half of 2023.
Bureau of Reclamation (BOR) - Denver, Colorado
During the final quarter of the financial year, a formal EdenCrete® presentation was given to the Concrete Materials Staff of the
Bureau of Reclamation in Colorado. The presentation included:
•
•
•
A review of the past testing of EdenCrete® by BOR, that was completed prior to the COVID pandemic, to bring everyone
in attendance up to speed;
A detailed discussion and review of the whole EdenCrete® range of products, test results and successful projects
completed by Eden since our last BOR meeting in 2019; and
Significant interest from a several BOR technicians and engineers resulted in a positive, detailed question and answer
session.
BOR said it will consider scheduling new trials of the EdenCrete® range of products.
US Bridge Projects
In 2020 by the American Road and Transportation Builders Association analysed the US Department of Transportation’s 2019
National Bridge Inventory (NBI) database, as follows:
“ Over 220,000 U.S. Bridges Need Repair, Latest Analysis of Federal Data Finds
45,000 Remain “Structurally Deficient” and in Poor Condition
Almost 295,000 Bridges (48 percent) are in Fair Condition
S. Highway 101 Span over Los Angeles River, Corpus Christi Harbor Bridge Make List
•
•
•
• West Virginia Has Largest Percentage of Bridges in Poor Condition .” 2.
1.
https://www.artba.org/2021/03/23/oer-220000-u-s-bridges-need-repair-latest-analysis-of-federal-data-finds/
Little River bridge trial - EdenCrete® - Georgia
o
o
Bridge deck trial - November 2019 - EdenCrete® added at 2 gallons/ cubic yard of concrete
EdenCrete® delivered the following compressive and flexural strength (tested in 2019):
o After 24 Hours - Compressive strength - 2767 PSI (12% over design)
o After 72 Hours - Compressive strength - 4790 PSI (37% over design)
o After 28 Days - Compressive strength - 6787 PSI (70% over design)
o After 28 Days - Flexural strength - 915 PSI (41% over design)
o After thirty months service, cores from the EdenCrete® and the reference concrete were taken, pulverised and depth of
chloride penetration then measured. Compared to the reference, the EdenCrete® delivered:
o
o
37.5% reduction in chloride concentration at 14.5 mm depth,
50% reduction in chloride concentration at 18 mm depth.
Figure 13. Little River bridge trial- showing freshly installed concrete in 2019
The annual budget for the GDOT bridge repair and construction projects represents a significant component of the annual GDOT
budget. For the current financial year (FY 2024) from 1 July 2023-30 June 2024, the GDOT budget provides for annual expenditure
in excess of US$580 million (A$870million) on more than 100 bridge projects.1.
2.
https://www.dot.ga.gov/InvestSmart/TransportationFundingAct/Documents/Forecast/TFAForecast.pdf
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
Iowa - Clinton County bridge trial of EdenCrete®
Clinton County, a new customer, purchased US$1,635 of EdenCrete® for an initial bridge trial in Iowa. The work was carried out in
two stages (See Figures 14-16).
EdenCrete® is being tested to evaluate the performance delivered in relation to:
o Improved durability,
o Replacement of a surficial sealer, to reduce cost of material and traffic control.
Scope – The bridge trial project is to evaluate the comparative performance of concrete that incorporates one gallon per cubic yard
of EdenCrete® vs the same mix without EdenCrete®.
o The EdenCrete® was placed on the bridge deck and the reference concrete was placed on the two approaches. The
EdenCrete® section will not use the county’s typical topical cure and seal, and the reference concrete sections will have this
sealer used as normal.
o The Clinton County engineer will evaluate the durability of the two concrete mixtures-
▪ In place performance – The difference between the EdenCrete® and Reference will be visually inspected for signs of
abrasion, scaling, cracking after a period of 6 months and 12 months. For snow and ice removal, ploughing and
sanding/salting will occur.
▪ Lab tests –compressive and flexural strength, abrasion, split tensile strength, permeability.
o The process of the sealing the bridge deck requires additional traffic control and delayed opening of the bridge. Even with
the additional cost of the EdenCrete®, it would offer initial cost savings. With improved performance, this would offer an
optimized bridge design both in cost and performance.
o This Iowa bridge trial, evaluating the performance of EdenCrete® against alternative mixes in extreme winter weather
conditions joins the major Colorado DOT trial at the Vail Pass in the Rocky Mountains in Colorado on the I-25 which started
in May 2021 to compare the performance of other concrete mixes with EdenCrete® concrete in extreme winter conditions.
o 24 months into the 3-year long trial in Colorado, EdenCrete® is demonstrating superior performance, boding well for the
Clinton County, Iowa 12 months’ long trial, which could spring-board future use of EdenCrete® in both Iowa’s
infrastructure , and in other states where extreme winter conditions occur.
o The damage caused by frequent freeze / thaw events is compounded by regular application on the roads, of salt and other
corrosive de-icing chemicals, and the use of snow ploughs, snow chains and tyre studs, to reduce risk of accident.
Figure 14 Bridge project- Clinton County, Iowa
Figure 15. Bridge project- Clinton County, Iowa
Figure 16. Bridge project- Clinton County, Iowa
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
Iowa has a total of 18,637 bridges and 17,775 miles of paved roads3. and on average almost 500 freeze/thaw cycles each year,
causing concrete and asphalt roads and bridges to break down and deteriorate very rapidly. It also has one of the highest per capita
rates of use of concrete in the US. 3. Iowa County Engineers Association (iowacountryroads.org)
Kansas Department of Transportation (KDOT)– McPherson, Kansas - Bridge Deck Project
EdenCrete® is being considered for a trial in bridge decking in McPherson, Kansas.
Kansas Department of Transportation (KDOT)– Dodge City, Kansas - Road paving trial
Test results from a trial by KDOT of EdenCrete® in concrete paving are awaited. Eden is optimistic the trials will be successful and
EdenCrete® will be included in the concrete for a forthcoming 4,000 cubic yard KDOT paving project that is planned in Dodge City.
City of McPherson Kansas – Road paving project
Approval given by the City of McPherson Engineer for EdenCrete®/ EdenCrete® Pz7 to be tested in a 4 block, concrete paving
project, requiring approximately 500 cubic yards.
f’c MIX - Salt Lake City, Utah
A new supplier for a number of large shotcrete customers in Salt Lake City which use f’c MIX to supply the concrete. First order of
EdenCrete® order (US$5,500) received, and further US$15,000 order requested. Significant near-term growth in Utah expected.
Effluent and Influent Subterranean Water Tanks - Texas
North Texas Municipal Water District advised it intends adding 1 gallon of EdenCrete® / cubic yard of concrete for repairs to effluent
(142 cubic yards) and an influent (173 cubic yards) subterranean water tanks. An 8” shotcrete layer will refurbish the walls of both
vessels. The goal is a low permeability liner that will reduce cracking and extend life-cycle use of the tanks.
Mining Equipment Dealership – Possible industrial flooring project- Dennison, Texas
Design engineers for a mining equipment dealership in Dennison, Texas, have included EdenCrete®, to be added at 2 gallons per
cubic yard of concrete, in the specifications for the industrial concrete flooring to be installed in a new equipment dealership in
Dennison, Texas. EdenCrete® is being recommended to deliver greater abrasion resistance from track mounted equipment. Budget
approval for the project is awaited.
U.S. Concrete (Redi Mix Concrete) – Dallas, Texas
First project for both US Concrete and for contractor working with EdenCrete® in Texas. US$6,500 of EdenCrete® has been acquired
for the project requiring 2 gallons per cubic yard. This followed a presentation in the Dallas area to the engineering firm that
provided the contractor the option to use EdenCrete® as an alternative to using a dry shake hardener. The contactor chose to use
EdenCrete® and not face the difficulties of using a dry shake hardener.
EDENCRETE® PRODUCTS – INTERNATIONAL PROGRESS
Details of important EdenCrete® activities outside the USA during the financial year:
India
A major Indian ready-mix company that operates throughout India, approached Eden India during the year and has undertaken
extensive trials of EdenCrete®Pz and Pz7 on a number of its ready-mix concrete mixes, resulting in positive results. This could lead
to a significant increase in sales in India of EdenCrete® products.
Godrej Construction (“Godrej”), Eden’s first significant Indian customer, in addition to using EdenCrete®Pz in ready mix concrete,
commenced trials of EdenCrete®Pz in a pre-cast concrete product that Godrej exports to a considerable number of countries.
Positive results have been obtained and Eden is hopeful that these trials will result in a significant new market application for
EdenCrete®Pz in India will open up.
Eden India is currently participating in the manufacturing process of the EdenCrete®Pz products through sourcing the required raw
materials in India, and in the future, it is planned that Eden India will receive these products from Eden USA in a concentrated form
(resulting in reduced shipping costs) which will be reconstituted into its final in India for sale in India, Indonesia and other countries.
Indonesia
Eden’s chief scientist participated in concrete batching trials with two major Indonesian ready-mix companies using EdenCrete® Pz
products, resulting in a number of positive results that are hoped will lead to Eden receiving its initial order for an EdenCrete®
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
product from Indonesia. Indonesia, with a population approaching 275 million people, has a huge amount of construction planned
and/or occurring in commercial, industrial, residential, and Government infrastructure projects, and is anticipated to become a
major market for the EdenCrete® products.
An outstanding example of the results achieved from one of the batching trials is as follows:
▪
A 30% slag/ 70% Portland cement concrete mix with only 0.26 litres of EdenCrete® Pz / cubic metre of concrete,
added, delivered the following improvements compared with the reference:
11.1% increase in compressive strength at 1 day;
51.1% increase in compressive strength at 7 days; and
37.9% increase in compressive strength at 28 days.
▪
▪
▪
Eden has provided an initial quotation to the national Indonesian ready-mix producer to supply EdenCrete® PZ and Pz7 to it,
following the successful completion of trials of these products. Eden is hopeful that it will, in the not-too-distant future, receive its
maiden order from Indonesia for one or more EdenCrete® products, opening what is considered likely to become a major market
for EdenCrete® products.
Ecuador
An international concrete company that has already completed successful trials of the EdenCrete products in Europe, requested
during the Quarter that samples of these products also be sent to one of its subsidiary companies for trials in Ecuador. These trials
are currently underway and if successful, could lead to EdenCrete® products being used in concrete for the first time in a project
in Ecuador.
Israel
During the year Eden’s Chief Scientist visited Israel and presented to a company that operates in the ultra-saline Dead Sea
environment. Subsequent to reporting date, Eden has received a small order from the company for enough material to enable it to
undertake a trial of EdenCrete® products to see what benefits they can deliver in concrete that is exposed to extreme salinity.
Australia and New Zealand
Parchem Construction Supplies (Parchem), the Australian and New Zealand distributor of EdenCrete® products reports a modest
growth of interest in both the Australian and New Zealand markets:
•
•
Interest in Australia in Low CO2 concrete is starting to grow.
Five different companies in NSW, WA, and QLD, continue trialling EdenCrete for its potential to improve concrete properties
whilst delivering a lower carbon footprint product mix.
• NSW- EdenCrete is being trialled with a bagged cementitious product to determine improved resistivity for corrosion
•
prevention.
Port of Brisbane – A case study of the EdenCrete® trial at the Port of Brisbane has been completed and entered into the
Concrete Institute of Australia’s (CIA) 2023 Awards for Excellence in Concrete.
• New Zealand - 3 companies trialling EdenCrete® in unique industry applications to determine both hardened and plastic
•
•
properties improvements.
2 Water Industry asset owners in Australia have been individually introduced to EdenCrete, which does have AS4020
Certification for use in new Potable water concrete structures.
Technical presentations continue to be made to Industry Engineers from leading firms of specifying Engineers across Australia
& New Zealand to introduce them to EdenCrete and its Durability properties.
• Western Australia- SmartCrete CRC – Parchem is a partner in the 3-year Curtin University Industry Project- Novel Protocols for
Concrete Corrosion to enhance new and existing structures
In addition to the CIA Awards Project submission, a technical paper on ‘Using Carbon Nanotube enriched liquid additive technology
to improve concrete durability and design life, contributing as a sustainable solution” has been submitted for review and acceptance
to be presented at the Concrete 2023 Conference.
The Water Industry of Australia (WIOA) has invited a technical presentation on EdenCrete at 2 conferences later in 2023.
Technical presentations made to approximately 125 Industry Engineers from 8 leading firms of specifying Engineers across
Australia.
14 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
OPTIBLEND®
OptiBlend® Sales for the Year (FY23)
USA
INDIA
TOTAL
SALES FY 23 (A$000s)
SALES FY 22 (A$000s)
% Change
734
2,688
3,422
1,462
1,087
2,549
-50%
+148%
+35%
Record OptiBlend® sales of approximately A$3.42 million, a rise of 35% year on year compared with sales 2022.
OptiBlend® Market - India
•
•
•
•
•
Indian OptiBlend year-on-year sales for the 12 months ended 30 June 2023 were 148% higher than in same period in the
previous year, achieving aggregate sales of approximately A$2.68 million.
Eden India currently has ongoing negotiations related to possible sales of OptiBlend kits with a range of Indian companies
from various market sectors and with a Nigerian company.
Eden India achieved highest ever annual OptiBlend sales (~A$2.69million) in the 12 months ended 30 June 2023, an
increase of 148% compared to the previous year.
This significant increase in OptiBlend® sales is largely due to Governmental regulations in Greater Delhi prohibiting the
operation of diesel-powered generator sets for running on solely diesel fuel during the winter period (which extends into
the first quarter of 2023) when air pollution reaches extreme levels.
Eden India has been manufacturing, selling, and installing OptiBlend® dual fuel kits in India, Bangladesh, Dubai and Nigeria
for the past 13 years and has sold hundreds of kits to many major national and international companies. The OptiBlend®
system is one of the most highly regarded dual fuel systems in India, which is reflected in Eden India having been
approached by several Original Equipment Manufacturers (OEMs) of diesel engines, that wished to explore the possibility
of selling their diesel engines with OptiBlend® dual fuel kits attached.
OptiBlend® Market - USA
•
•
•
During FY2023, Eden US received orders (approximately A$734,000) for multiple new OptiBlend systems and spare parts.
Importantly, during the final quarter of FY 2023, orders for approximately A$356,000. This represents a 118% increase
in US OptiBlend sales compared with the same quarter in 2022.
At the end of FY2023, Eden US had approximately US$450,000 worth of US OptiBlend orders in the pipeline (some of
which orders are for earlier delivery and others for longer term delivery).
Eden US has also issued quotations to potential customers for almost US$3million worth of OptiBlend systems since the
start of 2023, evidencing growing US market interest, particularly for retro-fitting to large diesel gensets that are used to
provide back-up power supplies .
15 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
CORPORATE
Management Changes
Dag Grantham, Chief Executive Officer and President of Eden Innovations LLC (“Eden US”), Eden’s wholly owned US subsidiary,
tended his resignation in October 2022, effective from 15 January 2023, after some six years of service.
Greg Solomon, the Executive chairman of Eden, who has been an active director of the US subsidiary since its incorporation
over 17 years ago, assumed the role of acting-CEO of Eden US on an interim basis. In this role he will be supported by the senior
team members of Eden US who will each assume a higher level of authority.
New Director Appointed - On 6 February 2023, Dr Allan Godsk Larsen (M.Sc PhD) was appointed as a Director of the Company.
Dr Larsen is highly qualified with a PhD in electro-chemistry from Aarhus in Denmark in 2008. After completing his doctorate
and a year consulting to the Danish Technological Institute, he undertook a three-year Postdoctoral Fellowship at Sydney
University. Since then Allan has held the following positions:
o
Two and a half years as Senior Scientist R&D at Cap-XX Ltd in Sydney, developing super capacitors including working
with carbon nanotubes;
o Almost five and a half years as Catalyst Specialist and Sales Manager at Haldor Topsøe, a leading Danish catalyst
company that sells its products around the world, after which:
o Allan joined Eden in November 2016 where he has held the following positions:
o November 2016 to April 2018 - Product Development Manager (including having designed and developed the
EdenCrete® Pz range of products); and
o April 2018 to present- Chief Scientist and Manager of International Business.
Retirements of Directors– on 2 February 2023, Mr Lazaros Nikeas, and on 6 February 2023, Dr Stephen Dunmead resigned as
Directors of the Company.
Chief Financial Officer & Company Secretary – on 9 January 2023, Mr Aaron Gates completed 16 years’ service to the Company
as Chief Financial Officer & Company Secretary. On the same day, Mr Jamie Scoringe was appointed to the roles. Mr Scoringe
holds a Bachelor of Commerce and Graduate Diploma in Company Secretarial Practice, has been a CPA for 24 years and
Chartered Company Secretary with senior executive roles held across a range of industries including manufacturing and
technology companies (both private and listed).
Capital Activities
During the first quarter of FY2023, Eden completed two placements raising $1,755,000 (before costs of the issue) for further
working capital. The new shares were issued at a price of $0.008 and each investor received for every two new shares subscribed,
one option to acquire an ordinary Eden share at an exercise price of 2.6 cents each at any time up until 28 April 2025.
On 25 January 2023, Eden Innovations Ltd (Eden) finalised a partially underwritten non-renounceable pro-rata rights offer to Eden
shareholders of one fully paid ordinary Eden share for every ten fully paid shares held, at a price of $0.005 per share, raising
$1,000,761 for general working capital. Shortfall proceeds of $327,500 were subsequently placed to institutional and sophisticated
investors on the 20th of April 2023.
Refinancing of Existing US Secured Loans
In August 2022, Eden US, supported by Eden Australia, completed a transaction to replace two existing secured loans (totalling
US$3.365 million), with a new secured loan from iBorrow REIT LP of US$6.475 million, which represented less than 55% of the
appraised values of Eden’s three US properties, carrying an interest rate of 9.75% p.a. Excess proceeds of US$1.775m
(A$2.55million) were used for additional working capital for Eden. On August 1, 2023, the Company exercised its option to extend
its secured debt financing agreement with iBorrow REIT, LP for a further 12-month period. Consistent with the terms of the renewal,
the principal amount was reduced by US$675,000 (A$1,018,100) with the remaining principal of US$5,800,000 (A$8,748,115) due
on August 7th 2024. A renewal fee of USD$60,750 (A$91,629), legal fees and replenishment of the debt holder’s Interest reserve
of $359,032 (A$541,526) was also paid. The note continues to bear interest at a rate of 9.75% per annum, payable monthly in
advance, and secured by all three of the Company’s freehold properties and is guaranteed by the Parent.
On 12 July 2023, Eden’s largest shareholder, Tasman Resources Ltd (“Tasman”) (via its 100% owned subsidiary Noble Energy Ltd),
entered into a loan of $2,300,000 to Eden, to enable Eden US to (amongst other things) reduce the Principal Sum by the amount,
and to pay the renewal fee and interest reserve replenishment associated with the iBorrow renewal. The Tasman Loan, which is
unsecured and was originally fully repayable on demand, attracts interest at 9.97% per annum. Since the Tasman Loan was made,
Tasman has committed, subject to Eden shareholder approval at a general meeting and it not triggering a breach of the
Corporations Act, to convert A$1.2million of the Tasman Loan to equity in Eden on the same terms as applied to a placement of
$1.1 million worth of shares and options in Eden to be made to sophisticated and retail investors as announced to the ASX on 31
August 2023.
16 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
Property Sale – Augusta, Georgia
Several potential buyers commenced reviewing the 64 acres of industrial land in Augusta, Georgia USA that Eden has for sale, and
these reviews are nearing completion.
Restructuring of US Operations
During the second quarter, a major restructuring of the US operation was undertaken in order to significantly reduce its overall
operating costs, whilst still maintaining its full production capabilities and most of its sales team.
As a result of the restructuring, the total budgeted annual operating costs of the Eden Group were reduced by more than
A$3million, which is anticipated to accelerate the Eden Group’s objective of becoming cash flow positive. Since the restructuring
of the US workforce in November 2022, the annual US wages bill (salaries plus benefits) has now been reduced by US$2.267 million
(A$3.351 million) per year, whilst US sales (with the reduced personnel) for the 12 months to 30 June 2023 have dropped by only
US$322,812 (A$477,246), resulting in a net annual saving to Eden US of US$1,944,337 (A$2,874,508).
This restructuring of the US operations, coupled with the reduction in the Company’s share price during the six months to 31
December 2022 comprise impairment indicators in accordance with AASB 136 Impairment of Assets in the Australian Accounting
Standards, and whilst the Company remains confident of deriving, in the short-medium term, considerable returns from its
intellectual property, which is primarily related to the protection of a range of intellectual assets associated both the EdenCrete®
and EdenPlast® ranges of products, the Group considered it prudent to impair the carrying value of its intangible assets in the
current period. During the reporting period, revenue generated from the sale of EdenCrete® products was impacted by a number
of factors that resulted in the EdenCrete® revenue being less than the budgeted levels. These factors included shortages of both
cement and haulage capability in the USA, significant focus by the Company on a retail launch of EdenCrete® which failed to
generate the budgeted levels of demand, and an extremely harsh winter that resulted in a considerable reduction in the amount
of construction work that was been able to be undertaken. It is anticipated that revenue from EdenCrete® sales will increase in the
USA and Internationally over the coming years.
As a result of the impairment noted above, any future events that result in significant incremental changes to forward assumptions
would accordingly result in a reversal of the impairment charge.
Eden India issues Dividends to its Parent
During the year, Eden India paid to Eden Australia its maiden dividend of A$541,640 for the Indian Financial Year ending on 31
March 2023 (paid as an interim dividend of A$261,398 dividend and a final dividend of $280,242).
17 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
OUR INNOVATIONS
In addition to its proprietary, core methane pyrolysis process that cracks methane (in the form of Natural Gas) into carbon
nanotubes (CNT) and hydrogen (the ratio (by mass) of CNT to hydrogen being 3:1), Eden has developed a range of downstream
commercial products, comprising the EdenCrete® range of concrete admixtures, the OptiBlend™ dual fuel system and its Hythane
technology for blending hydrogen and Natural Gas.
Eden's Product Flowchart
Eden plans to continue to develop global markets for each of its existing commercial products as well as for a range of other
products (including EdenPlast®, and for use in batteries and coatings) that use CNT.
If sufficient CNT can be used in these downstream applications, it could lead to commercial scale turquoise hydrogen production
(hydrogen produced from a feedstock of Natural Gas using renewable energy or electricity from nuclear power to heat the reactor)
using Eden’s efficient, low cost, proprietary methane pyrolysis process.
Eden’s Core Technology - the Proprietary Pyrolysis Project
Eden’s 100% owned core technology has been commercialised in Colorado, USA since 2011 at its Eden US facility, whereby methane
(CH4) is broken down into its constituents of gaseous hydrogen (H2) and solid carbon (C), without the production of carbon dioxide.
The solid carbon is produced as carbon nanotubes that each are many times stronger, in certain applications, than steel, whilst
each also has a great a capacity to conduct both electricity and heat. Carbon nanofibres, an alternative form of solid carbon) can
also be produced by Eden’s process if required.
Eden’s Pyrolysis Process – Production of Carbon Nanotubes and Hydrogen
From available public information and advice from a number of global companies that operate in these market sectors and which
have reviewed Eden’s process, Eden’s pyrolysis process is relatively efficient when compared with other methods of production of
carbon nanotubes (CNT) (or carbon nano-fibres (CNF) if desired) as well as hydrogen. Eden’s process:
•
Requires only a relatively low level of energy to heat the reactor and lower cost capital equipment compared with most
other published methods;
• Uses proprietary, relatively low-cost catalysts (no precious metals are used in the catalysts) that Eden manufactures;
•
•
Has a low carbon footprint; and
Produces low-cost hydrogen and CNT (or CNF if desired) from natural gas without generating CO2.
Current and possible future applications for Eden’s CNT are:
•
•
Concrete (lead to the development of EdenCrete®)
Carbon composite materials including plastics and polymers for many purposes including the automobile industry and
aerospace industry, and packaging materials (lead to the development of EdenPlast®);
Conductive coatings; and
•
• Use in batteries and electrical storage.
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
The three EdenCrete® products (EdenCrete®, EdenCrete® Pz, and EdenCrete® Pz7) that have been developed and commercialised
are all carbon nanotube-enriched, liquid admixtures for concrete that significantly improve tensile and flexural strength without
compromising compressive strength, and improve permeability, or corrosion resistance. This results in greater load bearing
capacity for applications such as slabs on grade, columns or footings, improved resistance to abrasive wear and significantly reduced
shrinkage, all in a cost-effective manner, and usually without undesirable interactions with other admixtures already in the mix.
Bulk and Packaged EdenCrete® Products
The original EdenCrete® was first developed for use in concrete manufactured largely with calcium-based Ordinary Portland
Cement (OPC), and enhances many of the performance characteristics of the concrete (compressive and flexural strength, abrasion
resistance, and reduced permeability) resulting in increased longevity and durability of the concrete.
EdenCrete® Pz and EdenCrete® Pz7 were developed to work with both concrete manufactured with OPC as well as with concrete
that contains a significant percentage of pozzolanic cementitious material (primarily fly-ash and/or blast furnace slag, both of which
are lower cost waste products that have a near zero Greenhouse Gas footprint) in substitution in the concrete mix for the same
percentage of OPC. This results in cheaper, similar strength concrete that has a greatly reduced CO2 footprint.
LOW CO2 CONCRETE FOR ALL APPLICATIONS
The global use of concrete is estimated to contribute 8% of the total annual global CO2 emissions. Most of this CO2 comes from the
production of Ordinary Portland Cement from limestone, for use as the primary cementitious material. With increasing concern
about climate change, there is a very strong push by many of the major concrete producers around the world to develop concrete
mixes with lower CO2 footprints, largely by substituting high percentages of silica-based pozzolans for the calcium-based Ordinary
Portland Cement.
The EdenCrete® Pz range of admixtures enable concrete incorporating significantly increased percentages (in some cases up to 50%
or more) of low-cost, ultra-low CO2 footprint pozzolans, such as fly-ash and blast furnace slag, in substitution for a corresponding
reduction in the amount of high CO2 footprint compared with the same mix made with Ordinary Portland Cement. The reduction
in the CO2 footprint of the concrete that is achieved when fly ash or slag is substituted for the same mass of OPC in the concrete,
is roughly equal to 90% of the mass of OPC that is removed from the mix.
The EdenCrete® Pz range of admixtures is currently being trialled in the USA, Canada, Ecuador France, Australia, India and Indonesia
and the positive outcome already achieved from many of these trials, is seen as a very important driver in the anticipated steep
increase in global sales of the EdenCrete® Pz range of admixtures over the coming years.
Whilst the greatly lower CO2 footprint of the concrete is one of the primary driver of the growing interest in low CO2 concrete
around the world, the reduced cost of the concrete due to the fly ash and slag usually being far cheaper than OPC, coupled with
the comparable or improved performance delivered by the EdenCrete® Pz range of admixtures, are the other primary drivers for
the significant, emerging interest in EdenCrete® admixtures.
India and Indonesia are both very large, extremely low-cost markets, and the fact that the EdenCrete® Pz range of admixtures can
be still be commercially attractive in those ultra-low-cost countries, is considered likely to be result in even more attractive interest
19 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
in the North America and Europe and other developed countries where the cost of OPC is often double the price in India and
Indonesia.
Globally, fly ash, a potentially toxic waste product produced since the late 19th century from coal fired generation, is widely
available from huge existing stockpiles in landfill and ponds and lakes around the world. Coupled with the diminishing global
supplies of limestone from which Portland Cement is derived, the ability to replace a high percentage of the Portland Cement in
concrete with fly ash, is likely to play an important role in enabling development that requires concrete to continue around the
world, but with a significantly reduced CO2 footprint.
The US currently still operates approximately 60 coal-fired power stations that continue to produce fly ash. Additionally, spread
around the USA are many billions of tonnes of existing stock piles of fly ash, bottom ash and pond ash in landfill, lakes and ponds,
most of which represent significant environmental hazards. Much, if not all of this material, could be used in concrete as a
cementitious material in place of OPC.
The demonstrated potential for the EdenCrete® Pz range of admixtures to enable a high percentage of OPC (up to 50% or more)
to be replaced in US concrete mixes, with a similar quantity of far lower cost, ultra-low CO2 fly ash, bottom ash and/or pond ash, is
considered likely to be of great importance to Eden in achieving its targeted long- term growth in US sales of EdenCrete® products.
OptiBlend® dual fuel technology allows conventional diesel engines to run on a mixture of natural gas and diesel fuel, with natural
gas being the primary fuel (up to 70%), without modifying the engine or the current diesel fuel system. This normally results in
lower fuel costs (with natural gas generally being cheaper than diesel fuel), lower emissions, and increased runtime for the engine,
by enabling the stored diesel fuel to last up to 3 times as long. This is a major benefit for operators of diesel generator sets that are
used for back-up power in many countries in many critical industries including hospitals, jails, airports, data centres, shopping malls
and government buildings to name a few. The product has been fully developed and marketed in USA and India and sold in a
number of other countries for more than 15 years.
Gas is delivered to the combustion chamber using the
existing air intake system. The OptiBlend® proprietary
just
Air-Gas Mixer (AGM) (far-right)
downstream of the stock air filter where it dictates the
air-to-gas ratio in conjunction with the OptiBlend® Fuel
Control Valve (FCV)(left).
installed
is
The mixer uses the Venturi effect to draw gas into the
engine. The fuel control valve has a 10-20 millisecond
reaction time, allowing immediate throttle adjustment
in response to changes in engine load. The fuel control
valve utilizes internal software with fault detection and
position control and is controlled by the Programmable
Logic Control (PLC). Each OptiBlend® kit is custom fit
and commissioned for each specific engine and
application.
20 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
EdenPlast® is a CNT enriched polypropylene tape made by conventional extrusion process. The product is made from stable
pelleted, high concentration CNT masterbatch diluted with standard PP material, the CNTs end up uniformly dispersed and fully
integrated in the PP matrix.
Polymer tape with progressively higher percentages of CNT added
The following summarises the assessment of the performance of the EdenPlast®:
•
•
•
•
•
•
Excellent combination of high modulus (stiffness) and outstanding ductility (elongation-at-break) achieved for Nylon
containing <1% Eden’s CNTs compared to commercial grades of nano Nylon 6.
Superior ductility with comparable tensile strength (> 75 MPa, 50% Relative Humidity (“RH”) conditions) compared to
super-tough commercial Nylons containing higher levels (4wt%) of nano-clays.
Higher tensile strength than comparable Nylon based materials with similar ductility.
Excellent dispersion of the Eden’s CNTs in EdenPlast®. Visual clarity and transparency suggest suitability for a super-tough-
film grade.
The relatively low-cost processing method of EdenPlast® could potentially result in production of cost-effective, high-
stiffness and/or high-toughness grades of nano Nylon 6.
Possible suitable future markets for EdenPlast®, indicated by the results to date, are the automotive and packaging
markets.
Whilst further fundamental studies (XRD, rheology, thermal and electrical analysis) and further standard characterization (ASTM,
ISO) (impact, flexural, tensile, dynamical, fatigue) will be undertaken before possible commercialization, these preliminary results
from extruded filaments are considered very encouraging.
Hythane™
Hythane™ is a blend of hydrogen and Natural Gas that yields significant emission reductions whilst being a cost-effective gaseous
fuel option. Developed by Frank Lynch, the technology was acquired by Eden in 2004.
Hythane was adopted by the Indian Government in 2006 as a transitional fuel in its hydrogen programme, and in 2009 Eden won
an international tender to build the first Hythane station for Indian Oil.
After years of trials and development, India has over the past 2 years commenced converting its Natural Gas-powered bus fleets
to operate on Hythane, starting with 7,000 buses currently being converted to Hythane operation in the Greater Delhi area. This
programme is planned to be rolled out in other major Indian cities.
Hythane has the potential to generate a significant amp0nt of business for Eden India, particularly through sales of the proprietary
blending technology that Eden developed that enable it to continuously blend the gaseous hydrogen and the Natural Gas and
maintain a consistent mix, regardless of changes in pressure and temperature of these gases.
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
First Indian Hythane Station near Delhi built by Eden for Indian Oil in January 2009
Hythane™ is effectively a premium blend of Natural Gas, containing usually 5-7 percent hydrogen (by energy). Natural Gas is
generally about 90+ % methane, along with small amounts of higher hydrocarbons and inert gases like carbon dioxide or nitrogen.
Hydrogen and methane are complimentary gaseous vehicle fuels in many ways:
• Methane has a relatively narrow flammability range that limits the fuel efficiency and oxides of nitrogen (NOx) emissions
improvements that are possible at lean air/fuel ratios. The addition of even a small amount of hydrogen, however, extends
the lean flammability range significantly.
• Methane has a slow flame speed, especially in lean air/fuel mixtures, while hydrogen has a flame speed about eight times
faster.
• Methane is a fairly stable molecule that can be difficult to ignite, but hydrogen has an ignition energy requirement about
•
25 times lower than methane.
Finally, methane can be difficult to completely combust in the engine or catalyse in exhaust after treatment converters.
In contrast, hydrogen is a powerful combustion stimulant for accelerating the methane combustion within an engine, and
hydrogen is also a powerful reducing agent for efficient catalysis at lower exhaust temperatures.
22 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
DIRECTORS’ REPORT
Your directors present their report on the Company and its controlled entities (the Group) for the financial year ended 30 June
2023.
Directors
The names of directors in office at any time during or since the end of the year are:
Gregory H Solomon
Douglas H Solomon
Stephen D Dunmead (resigned 6 February 2023)
Lazaros Nikeas (resigned 2 February 2023)
A Allan Godsk Larsen (appointed 6 February 2023)
Directors have been in office since the start of the financial year to the date of this report, unless otherwise stated.
Company Secretary
The following person held the position of company secretary during and at the end of the financial year:
Mr Aaron P Gates (resigned 9 January 2023)
Mr Jamie M Scoringe (appointed 9 January 2023)
Principal Activities
• Eden Innovations Ltd produces and sells a high-performance concrete admixture, EdenCrete® and retrofit dual fuel technology,
OptiBlend®, developed for diesel generator sets.
There were no significant changes in the nature of the consolidated group’s principal activities during the financial year.
Operating Results
The consolidated loss of the Group after providing for income tax amounted to $17,868,715 (2022: $6,646,577).
Dividends Paid or Recommended
No dividends were paid or declared for payment during the year.
Review of Operations
A review of the operations of the Group during the year ended 30 June 2023 is set out in the Review of Operations on Page 7.
Financial Position
At the end of the reporting period, the Group held $2,534,969 in Cash (FY22: $1,553,106). The Operating Revenue increase,
combined with the restructure in the USA operations has reduced net cash used in operating activities for the period to
$4,209,168 (FY22: $6,034,411).
The group continues to seek a buyer for its Augusta, Georgia property with increasing interest from a number of parties noted.
The net assets of the consolidated group have decreased to $4,728,754 (FY22: $19,485,079) following the non-cash impairment
of $10,180,087 of its Intellectual Property as noted above. The group’s working capital, being current assets less current liabilities,
has decreased to a deficit of $4,075,043 at 30 June 2023 (FY22: deficit of $1,159,248), predominantly a result of the re-financing
of the Company’s debt facility to iBorrow REIT, LP in August 2022 with the balance outstanding noted at the end of the period
$9,678,878 (FY22 two loans totalling: $4,871,994). Full financial details are set out in the Financial Statements included in this
Annual Report, and include the Independent Auditor’s Report which includes an emphasis of matter in regards to the going
concern of the Group consistent with previous years. The emphasis of matter arises due to the Group total costs exceeding its
current revenue, which has in recent years required the Group to raise additional working capital (and secured finance) to fund
its ongoing operations. Whilst the Indian subsidiary has been profitable for several years, and paid to the parent a maiden
dividend during the reporting period, and a significant reduction of the operating costs of the USA subsidiary has been achieved
since November 2022, the Group may require to raise further funds if the anticipated revenue is not sufficient to achieve
profitability. Should a sale of the Augusta, Georgia property referred to above occur, this will not only reduce operating costs
through reduction of interest and overheads, but may also contribute additional working capital that may obviate the need for
further capital raising.
Significant Changes in State of Affairs
There have been no significant changes in the state of affairs that occurred during the financial year.
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Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
After Balance Date Events
DIRECTORS’ REPORT
On 12 July 2023, Eden’s largest shareholder, Tasman Resources Ltd (via its 100% owned subsidiary Noble Energy Pty Ltd), entered
into a loan of $2,300,000 (“Noble Loan”) to Eden, to enable Eden US to (amongst other things) reduce the principal sum, and pay
the renewal fee and interest reserve replenishment associated with the iBorrow renewal (see below). The Tasman Loan, which is
unsecured and repayable on demand attracts interest at 9.97% per annum.
On 1 August 2023, the Company exercised its option to extend its secured debt financing agreement with iBorrow REIT, LP for a
further 12-month period. Consistent with the terms of the renewal, the principal amount was reduced by US$675,000
(A$1,018,100) with the remaining principal of US$5,800,000 (A$8,748,115) due on 7 August 2024. A renewal fee of USD$60,750
(A$91,629), legal fees and replenishment of the debt holder’s Interest reserve of $359,032 (A$541,526) was also paid. The note
continues to bear interest at a rate of 9.75% per annum, payable monthly in advance, and is secured by all three of the Company’s
freehold properties and is guaranteed by the Parent.
On 31 August 2023, the Company proposed to issue 366,666,665 shares and 183,333,333 free attaching new options to investors
at $0.003 per share raising $1,100,000 before costs. Brokers fees of 6% placement fee and the issue of 60 million new options
are payable on completion of the placement. The new options to be issued, will be exercisable at $0.009 on or before three years
from the date of issue in return for one ordinary share in the Company. Consistent with the terms agreed under the mandate
with Peak Asset Management, Noble Energy Pty Ltd (‘Noble”), a wholly owned subsidiary of Tasman Resources Ltd, has agreed
to convert $1.2 million (the “Conversion Sum”) of the Noble Loan into ordinary fully paid shares with free attaching options, to
be issued at the same price and on the same terms as the abovementioned Placement Shares and Placement Options, subject
to Eden shareholder approval at a general meeting to be convened after completion of the placement.
Subject to Eden shareholder approval, the conversion of the $1.2 million Conversion Sum owed by Eden to Noble will take place
in two tranches:
• An initial tranche of $880,000 will be converted forthwith upon shareholder approval, thereby increasing Noble’s holding
shareholding in Eden from 28.27% to 31.19% of the total shares in Eden; and
• Only after the conversion of a further $320,000 of the Noble Loan into ordinary fully paid shares and attaching options will
be exempt under item 9 of the table in s.611 of the Act and subject to and conditional upon the conversion not contravening
s.606 of the Act, the balance of $320,000 will be converted not less than six months after the initial conversion has been
completed.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly
affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
Future Developments, Prospects and Business Strategies
The Group proposes to continue developing and marketing its technologies, including EdenCrete® and OptiBlend® as detailed in
the Review of Operations.
Environmental Issues
The Group is subject to environmental regulation and complies fully with all requirements.
24 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
DIRECTORS’ REPORT
Information on Directors
Gregory H Solomon
Qualifications
Experience
Executive Chairman
LLB
Appointed Executive Chairman in 2004. A qualified lawyer with more than 30 years’
Australian and international experience in a wide range of areas including commercial
negotiation and corporate law. Following 15 years’ experience as a director on a number of
ASX listed companies, for the past 19 years in his role as Executive Chairman he has been
responsible for initiating and managing the entire business development of all companies in
the Group since its incorporation.
Interest in Shares and Options
Directorships held in other listed
entities
Conico Limited (ASX:CNJ)
80,293,890 Ordinary Shares, 1,890,392 EDEO Options, 3,071,884 EDEOC Options
Tasman Resources Limited (ASX:TAS)
Douglas H Solomon
Qualifications
Experience
Non-Executive Director
Bjuris LLB (Hons)
Board member since May 2004. A Barrister and Solicitor with more than 40 years’
experience in the areas of mining, corporate, commercial and property law. He is a partner
in the legal firm, Solomon Brothers.
Interest in Shares and Options
Directorships held in other listed
entities
Conico Limited (ASX:CNJ)
72,465,288 Ordinary Shares, 1,622,747 EDEO Options, 2,636,692 EDEOC Options
Tasman Resources Limited (ASX:TAS)
Allan Godsk Larsen
Non-Executive Director
Qualifications
Experience
M.Sc., Ph.D.
Board member since February 2023. Dr Larsen is highly qualified with a PhD in electro-
chemistry from Aarhus in Denmark in 2008. After completing his doctorate and a year
consulting to the Danish Technological Institute, he undertook a three-year Postdoctoral
Fellowship at Sydney University. Since then Allan has held the following positions:
o Two and a half years as Senior Scientist R&D at Cap-XX Ltd in Sydney, developing super
capacitors including working with carbon nanotubes;
o Almost five and a half years as Catalyst Specialist and Sales Manager at Haldor Topsøe,
a leading Danish catalyst company that sells its products around the world, after which:
o Allan joined Eden in November 2016 where he has held the following positions:
November 2016 to April 2018- Product Development Manager (including having designed
and developed the EdenCrete® Pz range of products); and
April 2018 to present- Chief Scientist and Manager of International Business.
Interest in Shares and Options
Directorships held in other listed
entities
4,954,831 Ordinary Shares, 45,217 EDEO Options, 73,477 EDEOC Options
-
Lazaros Nikeas
Interest in Shares and Options
Directorships held in other listed
entities
Stephen D Dunmead
Interest in Shares and Options
Directorships held in other listed
entities
Non-Executive Director (resigned 2 February 2023)
7,497,334 Ordinary Shares
-
Non-Executive Director (resigned 6 February 2023)
8,497,334 Ordinary Shares
-
25 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
REMUNERATION REPORT (AUDITED)
DIRECTORS’ REPORT
This report details the nature and amount of remuneration for each director of Eden Innovations Ltd, and for the executives
receiving the highest remuneration.
Remuneration policy
The remuneration policy of Eden Innovations Ltd has been designed to align director and executive objectives with shareholder
and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key
performance areas affecting the consolidated Group’s financial results. The board of Eden Innovations Ltd believes the
remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run
and manage the consolidated Group, as well as create goal congruence between directors, executives and shareholders.
The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the
economic entity is as follows:
•
Executives receive a base salary (which is based on factors such as length of service and experience), superannuation (401k
match), fringe benefits and share performance rights.
Executives are also entitled to participate in the employee share and option arrangements.
All remuneration paid to directors and executives is valued at the cost to the Company and expensed. Options are valued using
the Black-Scholes methodology. The Group does not have a policy on directors hedging their shares.
The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the
Annual General Meeting. Fees for non-executive directors are not linked to the performance of the Group. However, to align
directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company.
Performance-based remuneration
No performance based remuneration was paid during the year.
Key Management Personnel Remuneration Policy
The Board’s policy for determining the nature and amount of remuneration of management for the Group is as follows:
The remuneration structure for key management personnel is based on a number of factors, including length of service, particular
experience of the individual concerned, and overall performance of the Company. The contracts for service between the Company
and key management personnel are on a continuing basis, the terms of which are not expected to change in the immediate
future. Upon retirement key management personnel are paid employee benefit entitlements accrued to date of retirement. Any
ESOP options not exercised before or on the date of termination lapse.
Names and positions held of economic and parent entity key management personnel in office at any time during the financial
year are:
Key Management Person
Position
Gregory H Solomon
Executive Chairman & Interim CEO
Douglas H Solomon
Non-Executive Director
Lazaros Nikeas
Non-Executive Director (resigned 2 February 2023)
Stephen D Dunmead
Non-Executive Director (resigned 6 February 2023)
Allan Godsk Larsen
Executive Director (appointed 6 February 2023)
Don Grantham Jr
President & CEO - Eden Innovations LLC (resigned January 2023)
Aaron P Gates
Jamie Scoringe
Company Secretary / Chief Financial Officer (resigned January 2023)
Company Secretary / Chief Financial Officer (appointed 9 January 2023)
Meetings of Directors
During the financial year, 10 meetings of directors were held. Attendances by each director during the year were as follows:
Number eligible
to attend
Number
attended
Circulatory
Resolutions
5
5
5
5
0
5
5
5
5
0
5
5
3
3
2
Gregory H Solomon
Douglas H Solomon
Lazaros Nikeas
Stephen D Dunmead
Allan Godsk Larsen
26 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
Key Management
Person
Short-term Benefits
DIRECTORS’ REPORT
Post-
Employ-
ment
Benefits
Other
Long
Term
Benefits
Termin-
ation
Benefits
Share-based Payments
Total
Salary and
Fees
Non-cash
benefit
Other
Super-
annuation
Other Other
Equity Options Performance
Rights
$
$
$
$
$
$
$
$
$
$
2023
Gregory Solomon
300,000
Douglas Solomon
Lazaros Nikeas
Stephen Dunmead
54,000
31,009
31,980
Don Grantham Jr
334,854
Allan Godsk Larsen
(c)
Aaron Gates
Jamie Scoringe
347,791
(b)
(b)
1,099,634
2022
Gregory Solomon
300,000
Douglas Solomon
Lazaros Nikeas
54,000
54,000
Stephen Dunmead(a)
54,000
-
-
-
-
-
-
-
-
-
-
-
-
-
Don Grantham Jr
420,982
16,834
Aaron Gates
(b)
-
882,982
16,834
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
34,125
6,143
-
-
19,914
-
-
-
60,182
28,500
5,130
-
-
25,356
-
58,986
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 47,646
-
-
- 10,328
- 57,974
-
-
-
-
- 32,000
- 32,000
182,567
- 26,760
- 273,327
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
334,125
60,143
31,009
31,980
354,768
395,437
-
10,328
- 1,217,790
-
-
-
-
-
328,500
59,130
86,000
86,000
645,739
26,760
- 1,232,129
(a) Mr Stephen Dunmead provided short-term consulting services to the Group during the prior year.
(b) This officer is provided by Princebrook Pty Ltd (a company in which Mr Gregory Solomon and Mr Douglas Solomon have an
interest) under the Management Services Agreement with the Company. The Management Services Agreement may be
terminated by giving not less than three months’ written notice. During the year the Company was charged $300,000 (2022:
$300,000) by Princebrook Pty Ltd for management services.
(c) Dr Allan Godsk Larsen was appointed as a director of the Company on 6 February 2023. This table includes all remuneration
paid during the full year to Dr Allan Godsk Larsen in his consultant capacity as Chief Scientist and Manager of International
Business. The share-based payments attributed to Mr Larsen were awarded prior to him becoming a Director and KMP of the
Company.
Other transactions with key management personnel
Management fees of $300,000 were charged during the year and $200,000 was payable to Princebrook Pty Ltd at reporting date,
a company in which Mr GH Solomon and Mr DH Solomon have an interest.
Legal fees of $26,041 ($nil outstanding at reporting date), based on normal market rates, were paid to Solomon Brothers, a firm
in which Mr GH Solomon and Mr DH Solomon are partners.
27 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
Number of Options Held by Key Management Personnel
DIRECTORS’ REPORT
Balance
30.6.2022
Granted as
Compen-
sation
Options
Exercised
Net Change*
Other
Balance
30.6.2023
Total Vested
30.6.2023
Total
Exercisable
30.6.2023
Total
Unexer-
cisable
30.6.2023
Gregory Solomon
4,962,276
Douglas Solomon
4,259,709
Lazaros Nikeas
Stephen Dunmead
Allan Godsk Larsen
-
-
-
Don Grantham Jr
1,000,000
Aaron Gates
Jamie Scoringe
-
-
Total
10,221,985
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,962,276
4,962,276
4,962,276
4,259,709
4,259,709
4,259,709
-
-
-
-
-
-
118,694
118,694
118,694
118,694
(1,000,000)
-
-
-
-
-
-
-
-
-
-
-
(881,306)
9,340,679
9,340,679
9,340,679
-
-
-
-
-
-
-
-
-
* Net Change Other refers to options that have been purchased, sold, lapsed or issued during the year. Dr Allan Godsk Larsen held
118,694 Options prior to becoming a Director (Key Management Person). Mr Don Grantham Jr resigned from the Company during
the period.
Number of Shares held by Key Management Personnel
Gregory Solomon
Douglas Solomon
Lazaros Nikeas
Stephen Dunmead
Allan Godsk Larsen
Don Grantham Jr
Aaron Gates
Jamie Scoringe
Total
Balance
30.6.2022
Received as
Compen-
sation
55,293,891
47,465,292
-
-
4,297,334
3,200,000
5,297,334
3,200,000
Options
Exercised
Net Change*
Other
Balance
30.6.2023
- 24,999,999 80,293,890
- 24,999,996 72,465,288
- (7,497,334)
- (8,497,334)
-
-
-
1,666,667#
-
3,288,164
4,954,831
10,000,000
5,000,000#
1,392,500
-
- (15,000,000)
- (1,392,500)
-
-
-
1,200,000#
-
-
1,200,000
123,746,351
14,266,667
- 20,900,991 158,914,009
* Net Change Other refers to shares purchased or sold during the financial year. Mr Lazaros Nikeas, Mr Stephen Dunmead, Mr
Don Grantham Jr, and Mr Aaron Gates resigned during the period. Dr Allan Godsk Larsen was awarded shares in his capacity as
Chief Scientist and Manager of International Business prior to being appointed as a Director.
# Per the conditions of the Employee Share Scheme, shares issued on the 9th of January 2023 remain in voluntary escrow until 31
December 2023.
28 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
Unissued shares under options
At the date of this report, the unissued ordinary shares of Eden Innovations Ltd under option are as follows:
DIRECTORS’ REPORT
Issue Date
2 December 2020
Various
Various
Date of Expiry
Exercise Price
Number under Option
1 December 2023
7 October 2024
28 April 2025
$0.04379
$0.05
$0.026
6,850,762
111,865,128
313,629,981
432,345,871
No person entitled to exercise the option has any right by virtue of the option to participate in any share issue of any other body
corporate.
No person entitled to exercise the option has any right by virtue of the option to participate in any share issue of any other body
corporate.
Indemnifying Officers
The Company has arranged for an insurance policy to insure the directors against liabilities for costs and expenses incurred by
them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the Company,
other than conduct involving a wilful breach of duty in relation to the Company. The total premium payable was approximately
$86,600.
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or 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 any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Non-audit Services
No fees for non-audit services were paid or are payable to the external auditors during the year ended 30 June 2023.
Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 30 June 2023 has been received and can be found on page 30.
Rounding of amounts
Eden Innovations Ltd is a type of Company referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191 and therefore the amounts contained in this report and in the financial report have been rounded to the nearest $1.
Signed in accordance with a resolution of the Board of Directors.
Gregory H Solomon
Executive Chairman
Dated this 8th day of September 2023
29 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
30 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR YEAR ENDED 30 JUNE 2023
Revenue
Other income
Changes in inventories
Raw materials and consumables used
Depreciation and amortisation expense
Employee benefits expense
Finance costs
Legal and consultants
Management fees
Impairment Expense
Other financial items
Other expenses
Travel and accommodation
Loss before income tax
Income tax (expense)/benefit
Loss for the year
Other Comprehensive Income / (Loss)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation reserve
Income tax relating to comprehensive income
Total Other Comprehensive Income / (Loss), net of tax
Total Comprehensive Income / (Loss) attributable to
members of the parent
Note
Consolidated Group
2
3
2023
$
2022
$
4,701,130
4,149,161
49,514
332,176
853,001
615,244
(1,901,273)
(1,938,975)
(1,103,765)
(1,410,079)
4a
(4,194,176)
(4,772,216)
14
5
8
(1,681,206)
(744,676)
(693,721)
(695,895)
(300,000)
(300,000)
(10,180,087)
-
11,916
22,531
(2,619,440)
(2,086,013)
(289,783)
(338,660)
(17,868,715)
(6,646,577)
-
-
(17,868,715)
(6,646,577)
(37,484)
812,360
-
-
(37,484)
812,360
(17,906,199)
(5,834,217)
Basic/Diluted loss per share (cents per share)
7
(0.6437)
(0.2952)
The accompanying notes form part of these financial statements.
31 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2023
Note
Consolidated Group
2023
$
2022
$
10
11
12
13
14
15
16
17
16
18
22
2,534,969
275,713
2,480,112
1,856,662
923,401
8,070,857
1,553,106
730,479
2,563,345
-
188,309
5,035,239
8,543,107
10,764,137
390,747
9,987,272
8,933,854
20,751,409
17,004,711
25,786,648
1,166,511
10,168,878
99,410
711,100
949,665
4,911,084
116,194
217,544
12,145,899
6,194,487
40,617
89,441
130,058
-
107,082
107,082
12,275,957
6,301,569
4,728,754
19,485,079
124,598,898
121,603,612
10,060,597
9,943,493
(129,930,741)
(112,062,026)
4,728,754
19,485,079
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Assets held available for sale
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Intangible assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Interest bearing liabilities
Other liabilities
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Interest bearing liabilities
Other liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
The accompanying notes form part of these financial statements.
32 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 30 JUNE 2023
Consolidated Group
Fully Paid
Ordinary
Shares
Share based
payment
Reserve
Foreign
Currency
Translation
Reserve
Accumulated
Losses
Total
$
$
$
$
$
Balance at 30 June 2021
114,736,287
8,409,046
410,848
(105,415,449)
18,140,732
Shares issued during the year, net of issue costs
6,867,325
-
Share based payments during the year
Loss for year
Other comprehensive income
Total comprehensive income/(loss)
-
-
-
-
311,239
-
-
-
-
-
-
-
-
6,867,325
311,239
(6,646,577)
(6,646,577)
812,360
-
812,360
812,360
(6,646,577)
(5,834,217)
Balance at 30 June 2022
121,603,612
8,720,285
1,223,208
(112,062,026)
19,485,079
Shares issued during the year, net of issue costs
2,995,286
-
Share based payments during the year
Loss for year
Other comprehensive income
Total comprehensive income/(loss)
-
-
-
-
154,588
-
-
-
-
-
-
-
-
2,995,286
154,588
(17,868,715)
(17,868,715)
(37,484)
-
(37,484)
(37,484)
(17,868,715)
(17,906,199)
Balance at 30 June 2023
124,598,898
8,874,873
1,185,724
(129,930,741)
4,728,754
The accompanying notes form part of these financial statements.
33 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
CONSOLIDATED STATEMENT OF CASH FLOWS FOR YEAR ENDED 30 JUNE 2023
Note
Consolidated Group
2023
$
2022
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Income taxes (paid)/received
Interest paid
Interest received
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
Payment for research and development
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares, net of issue costs
Proceeds from borrowings, net of borrowing costs
Repayment of borrowings
Net cash provided by financing activities
Net increase/(decrease) in cash held
Net increase/(decrease) due to foreign exchange movements
Cash at beginning of financial year
Cash at end of financial year
The accompanying notes form part of these financial statements.
5,088,709
4,246,679
(8,734,323)
(9,914,151)
-
(570,843)
49,393
-
(371,362)
4,423
(4,167,063)
(6,034,411)
(102,306)
(838,621)
(940,927)
2,980,664
4,147,109
(1,038,562)
6,089,211
981,221
642
1,553,106
2,534,969
(36,552)
(1,443,116)
(1,479,668)
5,725,650
1,170,711
(120,600)
6,775,761
(738,318)
115,787
2,175,637
1,553,106
20
13
14
10
34 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting
Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The
financial report complies with all International Financial Reporting Standards (IFRS) issued by the International Accounting
Standards Board in their entirety.
The financial report covers the consolidated Group of Eden Innovations Ltd and its controlled entities as at and for the year ended
30 June 2023. Eden Innovations Ltd is a listed public company, incorporated and domiciled in Australia. The Group is a for-profit
entity and primarily is involved in clean technology solutions.
The financial report was authorised for issue on 8 September 2023 by the Board of Directors.
The following is a summary of the material accounting policies adopted by the consolidated Group in the preparation of the financial
report. The accounting policies have been consistently applied, unless otherwise stated.
Basis of Preparation
The accounting policies set out below have been consistently applied to all years presented.
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected
non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. These
consolidated financial statements are presented in Australian dollars, which is the parent’s functional currency. The subsidiaries’
functional currencies are USD and INR.
Going Concern
The Group has reported a net loss (which includes $10,180,087 by way of a non-cash impairment of carrying value of the Group’s
intellectual property, which may be reversed in the event of increases to the Group’s revenue as provided under the provisions of
AASB136) for the period of $17,868,715 (2022: $6,646,577), a cash outflow from operating activities of $4,209,168 (2022:
$6,034,411) and a net working capital deficit of $4,075,042 (2022: 1,159,248). The directors are confident that the Group, subject
to being able to raise further capital by way of further equity raising, through debt financing and/or through the sale of the Group’s
real estate located in Georgia USA, will be able to continue its operations as a going concern.
Based on the Group’s cashflow forecast, without such capital or additional funding, the net loss for the year and the cash outflow
from operating activities (or additional funding from other resources) indicate the existence of a material uncertainty which may
cast significant doubt about the Group’s ability to continue as a going concern. The continuing applicability of the going concern
basis of accounting is dependent upon the Group’s ability to source additional finance. Unless additional finance is received the
Group may need to realise assets and settle liabilities other than in the normal course of business and at amounts which could
differ from the amounts at which they are stated in these financial statements.
b.
The Consolidated Financial Statements do not include any adjustment relative to the recoverability and classification of recorded
asset amounts, or the amounts of classification of liabilities that might be necessary should the Group not continue as a going
concern. These financial statements have been prepared on a going concern basis, which contemplates continuity of normal
business activities the realisation of assets and extinguishment of liabilities in the ordinary course of business.
Accounting Policies
a.
Principles of Consolidation
A controlled entity is any entity Eden Innovations Ltd 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. A list of
controlled entities is contained in Note 23 to the financial statements.
All inter-company balances and transactions between entities in the consolidated group, including any unrealised profits
or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary
to ensure consistencies with those policies applied by the parent entity.
Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed
items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be
recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on
accounting or taxable profit or loss. Deferred income tax assets are recognised to the extent that it is probable that future
tax profits will be available against which deductible temporary differences can be utilised.
Eden Innovations Ltd, Eden Innovations Holdings Pty Ltd and Eden Energy Holdings Pty Ltd, its wholly-owned Australian
subsidiaries, have formed an income tax consolidated group under the tax consolidation regime. The Group notified the
Australian Tax Office that it had formed an income tax consolidated group to apply from 1 July 2005. The tax consolidated
group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in
proportion to their contribution to the net profit before tax of the tax consolidated group. The R&D tax rebate is recognised
as income tax benefit upon receipt.
35 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
c.
Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct
materials, direct labour and an appropriate portion of variable and fixed overheads. Costs are assigned on the basis of
first-in, first-out.
Segment reporting
Segment results that are reported to the Group’s board of directors (the chief operating decision maker) include items
directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Employee Benefits
Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to
balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts
expected to be paid when the liability is settled, plus related on-costs.
Revenue
Revenue is recognised when or as the Group transfers control of products or provides services to a customer at the
amount to which the Group expects to be entitled as the performance obligation is met. If the consideration includes a
variable component, the expected consideration is adjusted for the estimated impact of the variable component at the
point of recognition and re-estimated at every reporting period. Interest revenue is recognised on a proportional basis
taking into account the interest rates applicable to the financial assets.
Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and
impairment losses.
Property, plant and equipment are initially recognised at acquisition cost or manufacturing cost, including any costs
directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the
manner intended by the Group’s management.
The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of
the recoverable amount of these assets. The recoverable amount is assessed on the basis of the expected net cash flows
that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been
discounted to their present values in determining recoverable amounts.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Plant and equipment
Buildings
Land
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses
are included in the statement of profit or loss and other comprehensive income. When revalued assets are sold, amounts
included in the revaluation reserve relating to that asset are transferred to retained earnings.
Non-current assets or disposal groups classified as held for sale
Non-current assets and assets of disposal groups are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continued use. They are measured at the lower of their carrying
amount and fair value less costs of disposal. For non-current assets or assets of disposal groups to be classified as held
for sale, they must be available for immediate sale in their present condition and their sale must be highly probable.
An impairment loss is recognised for any initial or subsequent write down of the non-current assets and assets of disposal
groups to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of
disposal of a non-current assets and assets of disposal groups, but not in excess of any cumulative impairment loss
previously recognised.
Non-current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses
attributable to the liabilities of assets held for sale continue to be recognised. Non-current assets classified as held for
sale and the assets of disposal groups classified as held for sale are presented separately on the face of the statement of
financial position, in current assets. The liabilities of disposal groups classified as held for sale are presented separately
on the face of the statement of financial position, in current liabilities.
Financial Instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions of
the financial instrument. Financial assets are initially measured at fair value adjusted for transaction costs.
Depreciation Rate
6 – 33% straight line
4% straight line
Nil
d.
e.
f.
g.
h.
i.
36 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Classification and subsequent measurement
For the purpose of subsequent measurement, financial assets are classified into the following categories:
•
•
•
•
amortised cost
fair value through profit or loss (FVTPL)
equity instruments at fair value through other comprehensive income (FVOCI)
debt instruments at fair value through other comprehensive income (FVOCI).
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance
costs, finance income or other financial items. The classification is determined by both the entity’s business model for
managing the financial asset and the contractual cash flow characteristics of the financial asset.
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as
FVTPL):
•
•
they are held within a business model whose objective is to hold the financial assets to collect its contractual
cash flows
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted
where the effect of discounting is immaterial. The entity’s cash and cash equivalents, trade and most other receivables
fall into this category of financial instruments.
Trade and other receivables
The entity makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance
as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential
for default at any point during the life of the financial instrument. In calculating, the entity uses its historical experience,
external indicators and forward-looking information to calculate the expected credit losses.
Classification and measurement of financial liabilities
The entity’s financial liabilities include trade and other payables and borrowings. Financial liabilities are initially measured
at fair value, and, where applicable, adjusted for transaction costs.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method. All interest-related
charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within
finance costs or finance income.
Derecognition
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when
the financial asset and substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Impairment
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through
profit or loss.
Impairment of Assets
At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether
there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the
asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value.
Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of profit or loss and
other comprehensive income.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
Intangibles
Research and development
Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are
capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these
benefits can be measured reliably.
Development costs have a finite life and are amortised on a systematic basis matched to the future economic benefits
over the useful life of the project.
Intellectual Property
Intellectual property, which includes trademarks and engineering knowledge, is included in the financial statements at
cost.
Intellectual property and trademarks are only amortised or written down where the useful lives are limited or impaired
by specific circumstances, in such cases amortisation is charged on a straight-line basis over their useful lives and write
downs are charged fully when incurred.
j.
k.
37 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
l.
m.
n.
o.
p.
The directors have assessed the useful life of the intellectual property and have determined that it has a finite useful life
of 10 to 20 years. The intellectual property is amortised on a systematic basis matched to the expected future economic
benefits over the useful life of the project.
Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the group’s entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian dollars
which is the parent entity’s functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of
the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items
measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary
items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the statement of profit or loss and
other comprehensive income.
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group’s
presentation currency are translated as follows:
• assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
•
income and expenses are translated at average exchange rates for the financial year; and
•
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency
translation reserve in the balance sheet. These differences are recognised in the statement of profit or loss and other
comprehensive income in the period in which the operation is disposed. Intercompany loans are treated as investments
for foreign currency translation purposes.
Equity-settled compensation
The Group operates an employee share option plan and performance rights plan. The total amount to be expensed over
the vesting period is determined by reference to the fair value of the options or performance rights granted.
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation
for the current financial year.
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from equity.
New accounting standards and interpretations
New and amended standards adopted by the Group
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting
Standards Board (the AASB) that are relevant to its operations and effective for the current year. The new and revised
Standards and amendments thereof and Interpretations do not have any material impact on the disclosures or on the
amounts recognised in the Group's condensed consolidated financial statements.
Critical Accounting Estimates and Judgments
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best
available current information. Estimates assume a reasonable expectation of future events and are based on current trends and
economic data, obtained both externally and within the Group.
Key Estimates — Impairment
The Group assesses impairment of finite intangible assets and property, plant & equipment at each reporting date by evaluating
conditions specific to the Group that may lead to impairment of assets. During the period, the Group noted impairment indicators
and impaired its intangible assets consistent with the requirements of AASB136. Details of the impairment are detailed in note
14 to the financial statements.
There is a significant risk of actual outcomes being different from those forecasted due to changes in economic or market
conditions and events.
Key Estimates — Share-based payment transactions
The consolidated entity measures the cost of equity settled transactions with suppliers and employees by reference to the fair
value of the equity instruments as at the date at which they are granted. The fair value is determined using a Black-Scholes model.
Refer to Note 3b.
38 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 2: REVENUE
Operating activities
EdenCrete® sales
OptiBlend® sales and services
Total revenue
NOTE 3: OTHER INCOME
Debt forgiveness
Interest
Bank Charges refund
Total other income
NOTE 4: EMPLOYEE BENEFITS
Employee benefits expense
a.
Expenses recognised for employee benefits are analysed below:
Short-term employee benefits
Post-employment benefits
Share-based payments
Total
b.
Share-based Employee Remuneration
2023
$
2022
$
1,278,606
1,599,707
3,422,524
2,549,454
4,701,130
4,149,161
-
49,393
121
49,514
849,521
3,480
-
853,001
(3,689,844)
(4,025,488)
(333,627)
(170,705)
(197,473)
(549,255)
(4,194,176)
(4,772,216)
Included under employee benefits expense in the statement of profit or loss and other comprehensive income is $170,705 (2022:
$549,255) which relates, in full, to equity settled share-based payment transactions. Nil relates to options (2022: Nil), $170,705
relates to shares (2022: $549,255) and Nil relates to performance rights (2022: $nil).
Options
All options granted to personnel were over ordinary shares in Eden Innovations Ltd, which confer a right of one ordinary share
for every option held. When issued, the shares carry full dividend and voting rights.
2023
2022
Number of
Options
Weighted
Average Exercise
Price
$
Number of
Options
Weighted
Average Exercise
Price
$
Outstanding at the beginning of the year
1,000,000
0.065
1,000,000
0.065
Granted
Exercised
Cancelled/lapsed
Outstanding at year-end
Exercisable at year-end
-
-
-
-
(1,000,000)
0.065
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
0.065
0.065
No options were exercised during the year ended 30 June 2023.
NOTE 5: OTHER FINANCIAL ITEMS
Foreign exchange gain / (loss)
Total
39 | P a g e
2023
$
2022
$
11,916
11,916
22,531
22,531
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 6: AUDITORS’ REMUNERATION
Remuneration of the auditor of the parent entity for:
—
—
auditing or reviewing the financial report
other services
Remuneration of other auditors of subsidiaries for:
—
—
auditing or reviewing the financial report
other services
NOTE 7: EARNINGS PER SHARE (EPS)
Basic/ Diluted loss per share (cents per shares)
a.
Reconciliation of earnings to profit or loss
Profit/(loss)
Earnings used to calculate basic EPS
2023
$
2022
$
72,900
43,425
-
-
77,041
75,086
-
-
(0.6437)
(0.2952)
(17,868,715)
(6,646,577)
(17,868,715)
(6,646,577)
b.
Weighted average number of ordinary shares outstanding during the year used
in calculating basic EPS
2,775,885,463
2,251,292,551
The options on issue are not potentially dilutive shares.
NOTE 8: INCOME TAX BENEFIT
a.
The prima facie tax on loss from ordinary activities before income tax is reconciled to the income tax as follows:
Prima facie tax payable on loss from ordinary activities before income tax at
25% (2022: 26%)
(4,467,179)
(1,728,110)
Add tax effect of:
—
—
Non-deductible expenses
Current year tax losses not recognised
Less tax effect of:
—
—
Difference in overseas tax rates
Current year temporary differences not recognised
Income tax expense/(benefit)
b.
Components of deferred tax
—
—
—
—
—
—
Unrecognised deferred tax asset – losses
Property, Plant & Equipment
Capital raising costs
Stock compensation
Provisions and accruals
Intangibles
Total unrecognised deferred tax asset
2,587,698
46,463
1,475,823
1,504,843
403,658
176,904
-
-
-
-
32,009,136
31,754,646
(1,261,518)
(1,144,693)
229,961
531,557
122,247
158,850
543,207
126,978
(2,616,892)
(3,083,473)
29,014,491
28,355,515
Deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be
available against which deductible temporary differences and tax losses can be utilised. The benefit of the tax losses will only be
obtained if the Group complies with conditions imposed by the relevant tax legislation.
40 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
2023
$
2022
$
NOTE 9: RELATED PARTY TRANSACTIONS
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available
to other parties unless otherwise stated. Full details of key management personnel remuneration can be found in the
remuneration report on page 27.
Loan proceeds payable to Noble Energy Pty Ltd, a wholly owned subsidiary of Tasman
Resources Ltd, a company which holds 28.26% of the shares in Eden Innovations Ltd. At year
end, $490,000 was payable (2022: $nil)
490,000
-
Key Management Personnel
Management fees paid/payable to Princebrook Pty Ltd, a company in which Mr GH Solomon
and Mr DH Solomon have an interest. At year end, $200,000 was payable (2022: $25,000).
Legal fees paid to Solomon Brothers, a firm in which Mr GH Solomon and Mr DH Solomon
are partners. At year end, nil was payable (2022: $nil).
300,000
300,000
26,041
32,957
NOTE 10: CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Reconciliation of cash
Cash at the end of the financial year as shown in the statement of cash flows is reconciled to
the consolidated statement of financial position as follows:
Cash and cash equivalents
NOTE 11: INVENTORIES
At cost
NOTE 12: ASSETS HELD FOR SALE
At cost
Less Depreciation
Carrying amount at 30 June 2023
2,534,969
1,553,106
2,534,969
1,553,106
2,534,969
1,553,106
2,534,969
1,553,106
2,480,112
2,563,345
2,480,112
2,563,345
1,952,244
(95,582)
1,856,662
-
-
-
Assets classified as held for sale are represented at the lower of cost or realisable value consistent with IFRS 5. The group
continues to seek a buyer for its Augusta, Georgia property with increasing interest from a number of parties noted. It is
anticipated that the value realised upon sale of the assets will be significantly higher than their carrying value.
41 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 13: PROPERTY, PLANT AND EQUIPMENT
Cost
Balance 1 July 2022
Additions
Reclassified as Assets Held for Sale (see Note 12)
Disposals
Net exchange differences
Balance 30 June 2023
Depreciation and impairment
Balance 1 July 2022
Depreciation
Reclassified as Assets Held for Sale (see Note 12)
Disposals
Net exchange differences
Balance 30 June 2023
Carrying amount at 30 June 2023
Cost
Balance 1 July 2021
Additions
Disposals
Net exchange differences
Balance 30 June 2022
Depreciation and impairment
Balance 1 July 2021
Depreciation
Disposals
Net exchange differences
Balance 30 June 2022
Carrying amount at 30 June 2022
Land and
buildings
Plant and
equipment
Total
7,134,307
7,918,518
15,052,825
-
102,306
102,306
(1,952,244)
-
-
-
(1,952,244)
-
278,701
310,574
589,275
5,460,764
8,331,398
13,792,162
(1,149,715)
(3,138,972)
(4,288,687)
(235,852)
(639,041)
(874,893)
95,582
-
-
-
95,582
-
(48,621)
(132,436)
(181,057)
(1,338,606)
(3,910,449)
(5,249,055)
4,122,158
4,420,949
8,543,107
Land and
buildings
Plant and
equipment
Total
6,537,410
7,313,264
13,850,674
-
-
596,897
207,651
(164,262)
561,864
207,651
(164,262)
1,158,761
7,134,307
7,918,518
15,052,824
(842,260)
(2,400,936)
(3,243,196)
(218,822)
-
(88,633)
(609,134)
116,389
(245,291)
(827,956)
116,389
(333,924)
(1,149,715)
(3,138,972)
(4,288,687)
5,984,592
4,779,546
10,764,137
Capitalised costs amounting to $102,306 (2022: $36,552) have been included in cash flows from investing activities in the
statement of cash flows for the Consolidated Group.
42 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 14: INTANGIBLE ASSETS
Intellectual property
Accumulated amortisation
Accumulated impairment expenses
Net carrying value
Balance at the beginning of the year
Additions
Amortisation expense
Impairment expense
Carrying amount at the end of the year
2023
$
2022
$
23,068,198
22,229,577
(3,068,844)
(2,813,785)
(19,608,607)
(9,428,520)
390,747
9,987,272
9,987,272
838,621
9,123,044
1,484,352
(255,059)
(620,124)
(10,180,087)
-
390,747
9,987,272
Intellectual property relates to pyrolysis technology, EdenCrete®, EdenPlastTM and OptiBlend®. Capitalised costs amounting to
$952,892 (2022: $1,443,116) have been included in cash flows from investing activities in the statement of cash flows.
During the reporting period, the Company performed relevant impairment testing of its EdenCrete® cash-generating unit,
consistent with impairment indicators as noted by AASB136 that occurred during the period. Management tested the recoverable
amount of the EdenCrete® CGU adopting the value-in-use method over a five-year period using the following key assumptions:
•
•
•
A terminal growth rate applicable to the trading environment of 2.13%.
The discount rate applied to expected future net cash inflows was 17.96%.
Revenue forecasts based on current year revenue, pipeline clientele and projections of 35% per annum growth. During
the period, revenue generated from the sale of EdenCrete® products was impacted by a number of factors that resulted
in the EdenCrete® revenue being less than the budgeted levels. These factors included shortages of both cement and
haulage capability in the USA, significant focus by the Company on a retail launch of EdenCrete® which failed to generate
the budgeted levels of demand, and an extremely harsh winter that resulted in a considerable reduction in the amount
of construction work that was able to be undertaken. It is anticipated that revenue from EdenCrete® sales will continue
to increase both in the USA and Internationally as market conditions improve.
The Company assessed that the recoverable value of its CGU was less than it’s carrying value at the reporting date and accordingly
an impairment of $10,180,087 was recognised against the intangible asset, bringing the carrying value of the CGU’s intangible
asset to nil. As a result of the impairment noted above, any future events that result in significant incremental changes to forward
assumptions would accordingly result in a reversal of the impairment charge.
NOTE 15: TRADE AND OTHER PAYABLES
Trade payables and other payables
Refer to note 27 for further information on financial instruments.
NOTE 16: INTEREST BEARING LIABILITIES
Dumont Way property purchase loan (2nd mortgage over the Dumont Way property, 4%
interest rate, denominated in USD)
SBA Loan (Unsecured, 1% interest rate, denominated in USD)
SnowPoint Loan (Secured over all 3 properties, 11% interest rate, denominated in USD)
2023
$
1,166,511
1,166,511
2022
$
949,665
949,665
-
-
-
530,530
39,090
4,341,464
Noble Energy Pty Ltd (Unsecured, 9.97% interest rate, denominated in AUD, at call)
490,000
iBorrow REIT, LP Loan (Secured over all 3 properties, 9.75% interest rate, denominated in
USD, renewed to 7 August 2024 subsequent to the period)
9,678,878
-
-
Total current portion
SBA Loan (Unsecured, 1% interest rate, denominated in USD, due 2025)
Total non-current portion
Total
10,168,878
4,911,084
40,617
40,617
-
-
10,209,495
4,911,084
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
43 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTE 16: INTEREST BEARING LIABILITIES (CONTINUED)
Opening Balance
Proceeds from borrowing, net of borrowing costs
Repayment of borrowings
Borrowing costs expensed
Loan forgiveness*
FX (gain) / loss
Closing balance
* - Non-cash transaction
NOTE 17: PROVISIONS
Provisions for staff entitlements and warranties
Provision for tax (foreign jurisdiction)
4,911,084
5,257,269
9,220,905
231,137
(5,070,650)
(231,137)
739,915
131,845
-
(849,521)
408,241
371,491
10,209,495
4,911,084
150,438
560,662
711,100
217,544
-
217,544
NOTE 18: ISSUED CAPITAL
a.
Ordinary shares
2023
No.
2022
No.
2023
$
2022
$
At the beginning of reporting period
2,485,452,995
2,082,852,348
121,603,612
114,736,287
Shares issued during the year
511,491,411
402,600,647
2,995,286
6,867,325
At reporting date
2,996,944,406
2,485,452,995
124,598,898
121,603,612
i.
ii.
The ordinary shares on issue have no par value and there is no limited amount of authorised share capital.
Ordinary shares participate in dividends and in the proceeds on winding up of the parent entity in proportion to the
number of shares held. At the shareholders meetings each ordinary share is entitled to one vote when a poll is called,
otherwise each shareholder has one vote on a show of hands.
b.
Options
At the beginning of reporting period
Options issued
Options exercised
Options lapsed
At reporting date
c.
Capital Management
2023
No.
2022
No.
246,535,140
69,394,506
236,375,000
189,172,832
(20,525)
(32,198)
(50,543,744)
(12,000,000)
432,345,871
246,535,140
Management controls the working capital of the Group in order to maximise the return to shareholders and ensure that
the Group can fund its operations and continue as a going concern. Management effectively manages the Group’s capital
by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the
market. These responses include the management of expenditure and share issues. There have been no changes in the
strategy adopted by management to control the capital of the Group since the prior year.
NOTE 19: CONTINGENT LIABILITIES AND CONTINGENT ASSETS
The Directors are not aware of any contingent assets or contingent liabilities at 30 June 2023.
44 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 20: CASH FLOW INFORMATION
Reconciliation of Cash Flow from Operations with Loss after Income Tax
Loss after income tax
Non-cash flows in loss
Depreciation and amortisation
Impairment expense
Share-based payments expense
Debt forgiveness
Interest reserve
Financing costs expensed
Assets written off
Net exchange differences
(Increase)/decrease in trade and other receivables
(Increase)/decrease in inventories
(Increase)/decrease in other current assets
Increase/(decrease) in trade payables and accruals
Increase/(decrease) in provisions
Increase/(decrease) in other liabilities
Cash flow from operations
NOTE 21: CAPITAL AND LEASING COMMITMENTS
a.
Capital Expenditure Commitments
—
—
not later than 12 months
greater than 12 months
2023
$
2022
$
(17,868,715)
(6,646,577)
1,103,765
10,180,087
170,705
-
1,038,563
739,916
-
(11,916)
477,884
83,232
(758,210)
216,847
493,556
(32,777)
1,410,079
-
549,255
(849,521)
-
200,027
41,453
(50,603)
(161,770)
(722,763)
(25,226)
194,477
46,203
(19,445)
(4,167,063)
(6,034,411)
2023
$
2022
$
-
-
-
-
-
-
b.
Other Commitments
Other than as disclosed in Note 16 to the Financial Statements, the Group has no other commitments.
NOTE 22: RESERVES
a.
Share-based Payment Reserve
The share-based payment reserve records items recognised as expenses on valuation of share options and performance
rights. Refer to Note 3B for further details of share options and performance rights issued.
b.
Foreign Currency Translation Reserve
The foreign currency translation reserve records exchange differences arising on the translation of foreign subsidiaries.
45 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
Note 23: Controlled Entities
a.
Controlled Entities
Eden Innovations (India) Pvt Ltd
Eden Energy Holdings Pty Ltd
Eden Innovations LLC
Eden Real Estate LLC
EdenCrete Industries Inc.
* Percentage of voting power is in proportion to ownership
b.
Acquisition of Controlled Entities
No entities were acquired during the year.
c.
Disposal of Controlled Entities
No entities were wound up during the year.
NOTE 24: PARENT COMPANY INFORMATION
a.
Assets
Current assets
Country of
Percentage Owned (%)*
Incorporation
2023
2022
India
Australia
USA
USA
USA
100
100
100
100
100
100
100
100
-
100
2023
$
2022
$
375,249
449,514
Non-current assets (includes loans to and investment in subsidiaries of $3,632,431)1
5,496,012
19,411,436
Total Assets
Liabilities
Current liabilities
Total liabilities
Net Assets
Equity
Issued Capital
Retained Earnings
Share-based payment reserve
Total Equity
Financial performance
Profit / (Loss) for the year2
Other comprehensive income, net of tax
Total comprehensive income / (Loss)
5,871,261
19,860,950
1,142,507
1,142,507
375,870
375,870
4,728,754
19,485,090
124,662,898
121,603,612
(128,740,277)
(110,834,067)
8,806,133
8,715,545
4,728,754
19,485,090
(17,906,199)
(5,834,217)
-
-
(17,906,199)
(5,834,217)
1. The loans to and investment in subsidiaries have been assessed for impairment and an impairment expense of
$5,330,447 (2022: $3,073,857) has been recognised. It is anticipated that the balance of these loans to and investment
in subsidiaries will be recovered through the successful commercialisation of EdenCrete® and OptiBlend® by the
subsidiary companies.
2. Consistent with AASB136, the Company assessed that the recoverable value of its CGU was less than it’s carrying value
at the reporting date and accordingly a non-cash impairment of $10,180,087 was recognised against its intangible
assets (refer Note 13). As a result of the impairment noted above, any future events that result in significant
incremental changes to forward assumptions would accordingly result in a reversal of the impairment charge.
46 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 25: EVENTS AFTER THE BALANCE SHEET DATE
On 12 July 2023, Eden’s largest shareholder, Tasman Resources Ltd (via its 100% owned subsidiary Noble Energy Pty Ltd), entered
into a loan of $2,300,000 (“Noble Loan”) to Eden, to enable Eden US to (amongst other things) reduce the principal sum, and pay
the renewal fee and interest reserve replenishment associated with the iBorrow renewal (see below). The Tasman Loan, which
is unsecured and repayable on demand attracts interest at 9.97% per annum.
On 1 August 2023, the Company exercised its option to extend its secured debt financing agreement with iBorrow REIT, LP for a
further 12-month period. Consistent with the terms of the renewal, the principal amount was reduced by US$675,000
(A$1,018,100) with the remaining principal of US$5,800,000 (A$8,748,115) due on 7 August 2024. A renewal fee of USD$60,750
(A$91,629), legal fees and replenishment of the debt holder’s Interest reserve of $359,032 (A$541,526) was also paid. The note
continues to bear interest at a rate of 9.75% per annum, payable monthly in advance, and is secured by all three of the Company’s
freehold properties and is guaranteed by the Parent.
On 31 August 2023, the Company proposed to issue 366,666,665 shares and 183,333,333 free attaching new options to investors
at $0.003 per share raising $1,100,000 before costs. Brokers fees of 6% placement fee and the issue of 60 million new options
are payable on completion of the placement. The new options to be issued, will be exercisable at $0.009 on or before three years
from the date of issue in return for one ordinary share in the Company. Consistent with the terms agreed under the mandate
with Peak Asset Management, Noble Energy Pty Ltd (‘Noble”), a wholly owned subsidiary of Tasman Resources Ltd, has agreed
to convert $1.2 million (the “Conversion Sum”) of the Noble Loan into ordinary fully paid shares with free attaching options, to
be issued at the same price and on the same terms as the abovementioned Placement Shares and Placement Options, subject
to Eden shareholder approval at a general meeting to be convened after completion of the placement.
Subject to Eden shareholder approval, the conversion of the $1.2 million Conversion Sum owed by Eden to Noble will take place
in two tranches:
• An initial tranche of $880,000 will be converted forthwith upon shareholder approval, thereby increasing Noble’s holding
shareholding in Eden from 28.27% to 31.19% of the total shares in Eden; and
• Only after the conversion of a further $320,000 of the Noble Loan into ordinary fully paid shares and attaching options will
be exempt under item 9 of the table in s.611 of the Act and subject to and conditional upon the conversion not contravening
s.606 of the Act, the balance of $320,000 will be converted not less than six months after the initial conversion has been
completed.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly
affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
47 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 26: SEGMENT REPORTING
The Group has identified its operating segments based on internal reports that are reviewed and used by the Board of Directors
(chief operating decision maker) in assessing performance and determining allocation of resources. Activities of the Group are
managed on Group structure basis and operating segments are therefore determined on the same basis. In this regard the
following list of reportable segments has been identified.
•
•
Eden Innovations LLC – EdenCrete® sales and development and OptiBlend® sales, service and manufacturing.
Eden Innovations (India) Pvt Ltd – OptiBlend® sales, service and manufacturing in India.
Eden Innovations
LLC
Eden Innovations
India Pvt Ltd
Eliminations
Consolidated Entity
$
$
$
$
2023
External sales
Internal sales
Total segment revenue
Segment Result
Unallocated expenses
Result from operating activities
Finance costs
Loss before income tax
Income tax benefit
Loss after income tax
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Capital expenditure
Depreciation and amortisation
Impairment expense
2022
External sales
Internal sales
Total segment revenue
Segment Result
Unallocated expenses
Result from operating activities
Finance costs
Loss before income tax
Income tax benefit
Loss after income tax
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Capital expenditure
Depreciation and amortisation
Impairment expense
48 | P a g e
1,929,119
252,112
2,181,231
(6,131,553)
2,772,011
68,811
2,840,822
1,320,701
13,684,484
2,554,230
-
(320,923)
(320,923)
-
-
10,370,597
693,352
69,501
13,345
862,321
1,381
(2,582)
666,338
244,026
2,983,015
53,332
3,036,347
(3,733,698)
1,166,146
-
1,166,146
668,767
-
(53,332)
(53,332)
(146,147)
13,727,174
1,622,688
(9,598)
5,834,022
233,009
-
104,361
789,956
-
1,107
-
-
1,484,352
620,123
-
4,701,130
-
4,701,130
(4,810,854)
(11,376,657)
(16,187,510)
(1,681,205)
(17,868,715)
-
(17,868,715)
16,238,714
765,996
17,004,710
11,133,450
1,142,507
12,275,957
681,064
1,103,765
10,180,087
4,149,161
-
4,149,161
(3,211,068)
(2,690,833)
(5,901,911)
(744,676)
(6,646,577)
-
(6,646,577)
15,340,264
10,446,384
25,786,648
6,067,031
234,537
6,301,568
1,589,820
1,410,079
-
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 27: FINANCIAL INSTRUMENTS
a.
Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are liquidity risk and credit risk.
i.
Liquidity Risk
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate funding is
maintained.
The remaining contractual maturities of the Group financial liabilities are:
12 months or less
1 year or more
Total
ii.
Credit risk
2023
$
2022
$
9,358,557
5,860,749
41,347
-
9,399,904
5,860,749
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a financial
loss to the company. The Group has adopted a policy of only dealing with credit worthy counterparties and
obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial
loss from defaults.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to
recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as
disclosed in the balance sheet and notes to the financial statements.
The Group does not have any material credit risk exposure to any single receivable or group of receivables under
financial instruments entered into by the company.
iii.
Foreign currency risk
The Group is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services
in currencies other than the companies’ functional currency. The risk is measure using sensitivity analysis and
cash flow forecasting. At 30 June 2023, the effect on the loss and equity as a result of a 10% increase in the
exchange rates, with all other variables remaining constant would be a decrease in loss by approximately
$485,000 (2022: decrease of loss of $400,000) and a decrease in equity by approximately $520,000 (2022:
$530,000). A 10% decrease in the exchange rates would result in an equal and opposite impact on the loss after
tax and equity.
iv.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The group’s minimal exposure to interest rate risk, the only asset / liability
affected by changes in market interest rates is Cash and cash equivalents. The Interest Bearing Liabilities of the
Group are all fixed rate and will not fluctuate because of changes in market interest rates.
b.
Financial Instruments
Net Fair Values
The aggregate net fair values of financial assets and financial liabilities, at the balance date, are approximated by their
carrying values.
NOTE 28: COMPANY DETAILS
The registered office of the company is:
Eden Innovations Ltd
Level 15
197 St Georges Terrace
Perth Western Australia 6000
The principal place of business is:
Eden Innovations Ltd
Level 15
197 St Georges Terrace
Perth Western Australia 6000
49 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
DIRECTORS’ DECLARATION
In the opinion of the directors of Eden Innovations Ltd:
a.
b.
c.
The accompanying financial statements and notes thereto are in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance, for the
financial year ended on that date; and
(ii)
complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Regulations 2001; and
(iii)
complying with International Financial Reporting Standards as disclosed in Note 1.
the remuneration disclosures that are contained in pages 26 to 28 of the Remuneration Report in the Directors’ Report
comply with Australian Accounting Standard AASB 124 Related Party Disclosures, and
there are reasonable grounds to believe that the Group 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 from the Executive
Chairman and Chief Financial Officer for the financial year ended 30 June 2023.
This declaration is made in accordance with a resolution of the Board of Directors.
Gregory H Solomon
Executive Chairman
Dated this 8th day of September 2023
50 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
51 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
52 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
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ABN 58 109 200 900
Annual Report 2023
54 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
The following additional information is required by the Australian Securities Exchange Ltd.
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
1. Shareholding as at 22 August 2023
a.
Distribution of Shareholders
Category (size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Number
Ordinary
% Issued
Capital
247
655
612
2,725
2,352
6,591
0.00%
0.07%
0.16%
3.88%
95.88%
100.00%
b.
c.
The number of shareholdings held in less than marketable parcels is 4,461.
The names of the substantial shareholders listed in the holding company’s register as at 23 August 2023 are:
Shareholder
Noble Energy Pty Ltd
d.
Voting Rights
Number
Ordinary
786,962,072
The voting rights attached to each class of equity security are as follows:
Ordinary shares - Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a
meeting or by proxy has one vote on a show of hands.
e.
20 Largest Shareholders — EDE Ordinary Shares
Name
Noble Energy Limited
Arkenstone Pty Ltd
Noble Energy Pty Ltd
1.
2.
3.
4. Mr Philip Arthur Rogerson + Mrs Kathryn Gae Rogerson + Miss Christina Rogerson
Elution Group Pty Ltd
Citicorp Nominees Pty Limited
5.
6. March Bells Pty Ltd
7. March Bells Pty Ltd
8. Mrs Sharyn Elizabeth Farrell
9.
10. Dr Philip Jonathan Perring
11. Mr Poh Seng Tan
12. Shareholders Mutual Alliance Pty Ltd
13. G J Holdings Pty Limited
14. Don Grantham Jr
15. Dr Yoon Mei Ho
16. Mr Donal Francis O'sullivan
17. Mr Douglas Howard Solomon
18. Mr Stephen Durnford Atholl Carter
19. Mr Frank Anthony Mesiti + Mrs Rosalba Mesiti
20. Mr Gregory Howard Solomon
Number of
Shares
786,962,072
63,731,339
60,148,791
39,329,772
% Issued
Capital
26.26
2.13
2.01
1.31
37,458,795
34,122,875
23,825,984
22,735,918
20,085,947
18,600,000
18,000,000
18,000,000
16,878,000
15,000,000
13,900,000
13,000,000
12,985,217
12,197,025
12,101,000
11,522,683
1.25
1.14
0.8
0.76
0.67
0.62
0.6
0.6
0.56
0.5
0.46
0.43
0.43
0.41
0.4
0.38
1,250,585,418
41.73%
55 | P a g e
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES (CONT’D)
20 Largest Option holders — EDEO Listed Options
Name
Noble Energy Limited
Mr John Arthur Jarvis
Mr Frazer Bruce McGinn
Lemaire Wealth Pty Ltd
Mr Daniel Aaron Hylton Tuckett
Citicorp Nominees Pty Limited
Mr Ramin Vahdani
Matthew Burford Super Fund Pty Ltd
Aluba Pty Ltd
Taylor-Stevenson Corporation Pty Ltd
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11. Mr Md Muntasir Billah
12. Mrs Svjetlana Bjeljac + Mr Alis Trakilovic
13.
14. Mr Paul Edwin Frost
15. Mr Malcolm Robert Hugh Anderson
16. Mr Kevin Daniel Leary + Mrs Helen Patricia Leary
17.
18. Mrs Anna Sophie Morrison
19.
20. Mr Gregory John Miller
Arkenstone Pty Ltd
DVR Invest Pty Ltd
Noble Energy Pty Ltd
20 Largest Option holders — EDEOC Listed Options
Name
Noble Energy Limited
Mr Donal Francis O'Sullivan
Mr John Arthur Jarvis
Mr Michael Robert Bellamy
Mr Daniel Aaron Hylton Tuckett
Saba Nominees Pty Ltd
ABN AMRO Clearing Sydney Nominees Pty Ltd
Louis Holdings Pty Ltd
Evolution Capital Pty Ltd
1.
2.
3.
4.
5.
6.
7.
8.
9.
10. Mr Karl Delfmann + Mrs Patricia Gaye Delfmann
11. Mr Julian Merse
12.
13. Mr Albert Wijeweera
Safinia Pty Ltd
14.
Aluba Pty Ltd
15.
Superhero Securities Limited
16.
Home Loans Pronto Pty Limited
17.
18. Mr Christopher John Richards + Mrs Linnet Richards
19. Mr Anthony William Olding + Mrs Caroline Anne Olding
20. Mr Robert Denis Taylor + Mrs Margaret Vivienne Taylor
Pastro Holdings Pty Ltd
56 | P a g e
Number of
Options
%
24,458,806
15,197,624
4,387,547
4,069,906
3,992,500
2,597,378
2,293,060
2,272,727
2,000,000
2,000,000
2,000,000
2,000,000
1,869,427
1,862,990
1,500,000
1,409,090
1,365,066
1,143,917
1,125,000
1,053,176
78,598,214
21.87
13.59
3.92
3.64
3.57
2.32
2.05
2.03
1.79
1.79
1.79
1.79
1.67
1.67
1.34
1.26
1.22
1.02
1.01
0.94
70.27%
Number of
Options
%
39,745,560
34,000,000
30,000,000
20,400,000
15,000,000
14,375,771
10,500,000
10,000,000
8,280,255
8,086,130
6,384,616
5,625,000
5,500,000
5,000,000
4,500,000
4,465,644
4,250,000
4,140,126
4,000,000
3,153,002
12.67
10.84
9.57
6.5
4.78
4.58
3.35
3.19
2.64
2.58
2.04
1.79
1.75
1.59
1.43
1.42
1.36
1.32
1.28
1.01
237,406,104
75.70%
Eden Innovations Limited and Controlled Entities
ABN 58 109 200 900
Annual Report 2023
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES (CONT’D)
2.
Unquoted Securities – Options as at 23 August 2023
Holder Name
Date of Expiry
Exercise Price
Number on issue
Number of holders
LS Whitehall Group Inc
1 December 2023
$0.04379
6,850,762
6,850,762
1
1
57 | P a g e
www.edeninnovations.com
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Eden Innovations Ltd
ABN/ARBN
58 109 200 900
Financial year ended:
30 June 2023
Our corporate governance statement1 for the period above can be found at:2
☐
☒
These pages of our
annual report:
This URL on our
website:
http://www.edeninnovations.com/governance/
The Corporate Governance Statement is accurate and up to date as 8 September 2023.
The annexure includes a key to where our corporate governance disclosures can be located.3
Date:
8 September 2023
Name of authorised officer authorising lodgement:
Jamie Scoringe
1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 1
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation
Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1
1.2
1.3
1.4
A listed entity should have and disclose a board charter setting
out:
(a)
the respective roles and responsibilities of its board and
management; and
those matters expressly reserved to the board and those
delegated to management.
(b)
A listed entity should:
(a)
undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
(b)
☐
and we have disclosed a copy of our board charter at:
……………………………………………………………………………..
[insert location]
☒
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
☒
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒
The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 2
Corporate Governance Council recommendation
Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
1.5
1.6
A listed entity should:
(a)
(b)
(c)
have and disclose a diversity policy;
through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
disclose in relation to each reporting period:
(1)
the measurable objectives set for that period to
achieve gender diversity;
the entity’s progress towards achieving those
objectives; and
either:
(A)
(2)
(3)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
(B)
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
(b)
☒
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
☐
and we have disclosed a copy of our diversity policy at:
……………………………………………………………………………..
[insert location]
and we have disclosed the information referred to in paragraph (c) at:
……………………………………………………………………………..
[insert location]
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.
☐
and we have disclosed the evaluation process referred to in
paragraph (a) at:
……………………………………………………………………………..
[insert location]
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
……………………………………………………………………………..
[insert location]
☒
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 3
Corporate Governance Council recommendation
Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
1.7
A listed entity should:
(a)
have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
(b)
☐
and we have disclosed the evaluation process referred to in
paragraph (a) at:
……………………………………………………………………………..
[insert location]
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
……………………………………………………………………………..
[insert location]
☒
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 4
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1
2.2
2.3
The board of a listed entity should:
(a)
have a nomination committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
is chaired by an independent director,
(2)
and disclose:
(3)
(4)
(5)
the charter of the committee;
the members of the committee; and
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
the length of service of each director.
(b)
(c)
☒
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ to address board
succession issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and diversity
to enable it to discharge its duties and responsibilities effectively at:
……………………………………………………………………………..
[insert location]
☒
and we have disclosed our board skills matrix set out in our Corporate
Governance Statement
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
☐
set out in our Corporate Governance Statement
☒
and we have disclosed the names of the directors considered by the
board to be independent directors in our Corporate Governance
Statement
and, where applicable, the information referred to in paragraph (b) at:
……………………………………………………………………………..
[insert location]
and the length of service of each director in the annual report.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 5
Corporate Governance Council recommendation
Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
2.4
2.5
2.6
A majority of the board of a listed entity should be independent
directors.
☐
The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☐
☐
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
☒
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
☒
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
☒
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
3.1
A listed entity should articulate and disclose its values.
☒
and we have disclosed our values in our Corporate Governance
Statement.
☒
and we have disclosed our code of conduct on our website.
☐
set out in our Corporate Governance Statement
☐
set out in our Corporate Governance Statement
A listed entity should:
(a)
have and disclose a code of conduct for its directors,
senior executives and employees; and
ensure that the board or a committee of the board is
informed of any material breaches of that code.
(b)
A listed entity should:
(a)
(b)
have and disclose a whistleblower policy; and
ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☐
and we have disclosed our whistleblower policy at:
……………………………………………………………………………..
[insert location]
☒
set out in our Corporate Governance Statement
A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
ensure that the board or committee of the board is
informed of any material breaches of that policy.
(b)
☒
and we have disclosed our anti-bribery and corruption policy at in our
Corporate Governance Policy.
☐
set out in our Corporate Governance Statement
3.2
3.3
3.4
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 6
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1
4.2
The board of a listed entity should:
(a)
have an audit committee which:
(1)
has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
is chaired by an independent director, who is not
the chair of the board,
(2)
(5)
and disclose:
(3)
(4)
the charter of the committee;
the relevant qualifications and experience of the
members of the committee; and
in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒
set out in our Corporate Governance Statement
☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
……………………………………………………………………………..
[insert location]
☒
☐
set out in our Corporate Governance Statement
4.3
A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☐
☒
set out in our Corporate Governance Statement
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 7
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1
5.2
5.3
A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
and we have disclosed our continuous disclosure compliance policy
on our website.
☐
set out in our Corporate Governance Statement
A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒
☒
☐
set out in our Corporate Governance Statement
☐
set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1
6.2
6.3
6.4
6.5
A listed entity should provide information about itself and its
governance to investors via its website.
☒
and we have disclosed information about us and our governance on
our website.
☐
set out in our Corporate Governance Statement
A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☐
A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☐
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
……………………………………………………………………………..
[insert location]
☒
set out in our Corporate Governance Statement
☒
set out in our Corporate Governance Statement
A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒
☒
☐
set out in our Corporate Governance Statement
☐
set out in our Corporate Governance Statement
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 8
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
7.1
7.2
The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of
which:
(1)
has at least three members, a majority of whom are
independent directors; and
is chaired by an independent director,
(2)
and disclose:
(3)
(4)
(5)
the charter of the committee;
the members of the committee; and
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
The board or a committee of the board should:
(a)
review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
disclose, in relation to each reporting period, whether
such a review has taken place.
(b)
☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
……………………………………………………………………………..
[insert location]
☐
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
……………………………………………………………………………..
[insert location]
☒
set out in our Corporate Governance Statement
☒
set out in our Corporate Governance Statement
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 9
Corporate Governance Council recommendation
Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
7.3
A listed entity should disclose:
(a)
(b)
if it has an internal audit function, how the function is
structured and what role it performs; or
if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
7.4
A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
set out in our Corporate Governance Statement
☒
set out in our Corporate Governance Statement
☐
[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
……………………………………………………………………………..
[insert location]
☐
and we have disclosed whether we have any material exposure to
environmental and social risks at:
……………………………………………………………………………..
[insert location]
and, if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
[insert location]
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 10
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation
Where a box below is ticked,4 we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1
8.2
8.3
The board of a listed entity should:
(a)
have a remuneration committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
is chaired by an independent director,
(2)
and disclose:
(3)
(4)
(5)
the charter of the committee;
the members of the committee; and
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
A listed entity which has an equity-based remuneration scheme
should:
(a)
have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
disclose that policy or a summary of it.
(b)
☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
……………………………………………………………………………..
[insert location]
☐
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
……………………………………………………………………………..
[insert location]
☐
and we have disclosed our policy on this issue or a summary of it
in our Corporate Governance Statement
☒
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
☒
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
☒
set out in our Corporate Governance Statement OR
☐ we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 11
Corporate Governance Council recommendation
Reference/comment
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1
A listed entity should disclose:
(a)
(b)
the respective roles and responsibilities of its board and management; and
those matters expressly reserved to the board and those delegated to management.
Subject to the Corporations Law, the Listing Rules and to any other provision of the
Constitution, the business of the Company shall be managed by the Directors and they may
exercise all such powers of the Company as are not, by the Corporations Law or by this
Constitution, required to be exercised by the Company in general meeting.
The Board;
· is responsible to all stakeholders for the performance of the Company
· shall work with management towards development of corporate strategy and
performance objectives;
· is responsible for monitoring senior management’s performance and implementation of
strategy, and ensuring appropriate resources are available;
· is responsible for reviewing and ratifying systems of risk management and internal
compliance and control, codes of conduct, and legal compliance
· is responsible for ensuring that a sound system of risk oversight and management is
established;
· is responsible for assuring timely and accurate communication of all information which is
material to shareholders;
· is responsible for the appointment, evaluation and, where appropriate, the removal of the
company secretary;
· is responsible for approving and monitoring the progress of projects, capital management,
and acquisitions and divestments;
· is responsible for enhancing the reputation of the company;
· is responsible for approving and monitoring financial and other reporting; and
· is committed to supporting the highest levels of ethical standards throughout the
company in all its dealings.
Eden Innovations Ltd | Telephone +61 8 9282 5889
Level 15, 197 St George’s Terrace, Perth, Western Australia 6000, Australia | edeninnovations.com
1.2
1.3
1.4
1.5
A listed entity should:
(a)
undertake appropriate checks before appointing a person, or putting forward to security
holders a candidate for election, as a director; and
provide security holders with all material information in its possession relevant to a decision
on whether or not to elect or re-elect a director.
(b)
The Company undertakes appropriate background and screening checks prior to nominating
a Director for election. Shareholders are provided with all material information in the
Company’s possession concerning the Director standing for election or re-election in the
explanatory notes accompanying the notice of meeting.
A listed entity should have a written agreement with each director and senior executive setting out
the terms of their appointment.
The Company has a written agreement with each director and senior executive setting out
the terms of their appointment.
The company secretary of a listed entity should be accountable directly to the board, through the
chair, on all matters to do with the proper functioning of the board.
The Company Secretary attends all meetings of the Board and is accountable to the Board
through the Chairman.
Due to the Company’s size, nature and extent of operations, the company has departed from
this principle.
A listed entity should:
(a)
(b)
(c)
have a diversity policy which includes requirements for the board or a relevant committee
of the board to set measurable objectives for achieving gender diversity and to assess
annually both the objectives and the entity’s progress in achieving them;
disclose that policy or a summary of it; and
disclosure as at the end of each reporting period the measurable objectives for achieving
gender diversity set by the board or a relevant committee of the board in accordance with
the entity’s diversity policy and its progress towards achieving them and either:
(1) the respective proportions of men and women on the board, in senior executive
positions and across the whole organisation (including how the entity has defined
“senior executive” for these purposes); or
if the entity is a “relevant employer” under the Workplace Gender Equality Act, the
entity’s most recent “Gender Equality Indicators”, as defined in and published under
that Act.
(2)
1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the performance of the board, its
Acting in its ordinary capacity, the Board from time to time carries out the process of
considering and determining performance issues.
committees and individual directors; and
(b) disclose, in relation to each reporting period, whether a performance evaluation was
No performance reviews were done in 2022.
undertaken in the reporting period in accordance with that process.
1.7
A listed entity should:
(a)
have and disclose a process for periodically evaluating the performance of its senior
executives; and
disclose, in relation to each reporting period, whether a performance evaluation was
undertaken in the reporting period in accordance with that process.
(b)
Acting in its ordinary capacity, the Board from time to time carries out the process of
considering and determining performance issues.
A performance review of Mr Dag Grantham Jr (President & CEO of Eden Innovation LLC, 100%
subsidiary) was completed during the year.
2
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
2.1
The board of a listed entity should:
(a)
is shared by an independent director, and disclose:
have a nomination committee which:
(1) has at least three members, a majority of whom are independent directors; and
(2)
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
(b)
if it does not have a nomination committee, disclose that fact and the processes it employees
to address board succession issues and to ensure that the board has the appropriate balance
of skills, knowledge, experience, independence and diversity to enable it to discharge its
duties and responsibilities effectively.
2.2
A listed entity should have and disclose a board skills matrix setting out the mix of skills and
diversity that the board currently has or is looking to achieve in its membership.
2.3
A listed entity should disclose:
(a)
(b)
the names of the directors considered by the board to be independent directors;
if a director has an interest, position, association or relationship of the type described in Box
2.3 but the board is of the opinion that it does not compromise the independence of the
director, the nature of the interest, position, association or relationship in question and an
explanation of why the board is of that opinion; and
the length of service of each director.
(c)
2.4
A majority of the board of a listed entity should be independent directors.
Acting in its ordinary capacity from time to time as required, the Board carries out the process
of determining the need for, screening and appointing new directors. In view of the size and
resources available to the Company, it is not considered that a separate nomination
committee is warranted.
The Board evaluates the mix of skills, experience and diversity at the Board level. The Board
believes that a highly credentialed Board, with a diversity of background, skills and
perspectives, will be effective in supporting and enabling delivery of good governance for
the Company and value for the Company’s shareholders. The mix of skills comprised in the
current Board, and that the Board would look to maintain, and to build on, includes:
•
•
•
•
•
•
high level of business acumen;
technical expertise (including finance)
experience in dealing with joint ventures and high levels of government and
regulators;
financing expertise;
commercial legal expertise; and
governance experience and expertise.
The Board aspires to have a Board comprised of individuals’ diverse experience and
expertise.
The relationships and nature of activities the directors perform is disclosed in the Company’s
Annual Report
The length of service of each director is disclosed in the Company’s Annual Report.
Due to the Company’s size, nature and extent of operations, the company has departed from
this principle.
2.5
The chair of the board of a listed entity should be an independent director and, in particular, should
not be the same person as the CEO of the entity.
Due to the Company’s size, nature and extent of operations, the company has departed from
this principle.
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2.6
A listed entity should have a program for inducting new directors and provide appropriate
professional development opportunities for directors to develop and maintain the skills and
knowledge needed to perform their role as directors effectively.
Due to the Company’s size, nature and extent of operations, the company has departed from
this principle.
PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY
3.1
A listed entity should articulate and disclose its values.
The Company operates under, and expects all Group officers, employees, consultants and
contractors to comply with, and uphold, the following standards, values and objectives:
1. To act at all times in a highly professional and ethical manner;
2. To act fairly, honestly and with respect and impartiality at all times;
3. To promote the Company’s technologies that are aimed at directly and indirectly
helping to improve the planet’s environment; and
4. To help deliver value to shareholders.
3.2
A listed entity should:
The Company has a Code of Conduct which can be viewed on the Company’s website.
(a) have and disclose a code of conduct for its directors, senior executives and employees; and
(b) ensure that the board or a committee of the board is informed of any material breaches of
that code.
3.3
A listed entity should:
(a)
(b)
have and disclose a whistleblower policy; and
ensure that the board or a committee of the board is informed of any material incidents
reported under that policy.
3.4
A listed entity should:
(a)
(b)
have and disclose an anti-bribery and corruption policy; and
ensure that the board or committee of the board is informed of any material breaches of
that policy.
PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING
The Company has adopted a formal Whistleblower Policy which is available to all eligible
whistleblowers.
The Company requires that all employees, consultants and contractors of Eden Innovations
Ltd and its wholly owned international subsidiaries, comply with all applicable statutory
obligations to not engage in bribery and corruption anywhere in the world.
4.1
The board of a listed entity should:
(a)
have an audit committee which:
(1) has at least three members, all of whom are non-executive directors and a majority of
Due to the Company’s size, nature and extent of operations, the company has departed from
this principle.
whom are independent directors; and
is chaired by an independent director, who is not the chair of the board,
(2)
(3) the charter of the committee;
(4) the relevant qualifications and experience of the members of the committee; and
(5)
in relation to each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that fact and the processes it employees that
independently verify and safeguard the integrity of its corporate reporting, including the
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processes for the appointment and removal of the external auditor and the rotation of the
audit engagement partner.
4.2
The board of a listed entity should, before it approves the entity’s financial statements for a
financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial
records of the entity have been properly maintained and that the financial statements comply with
the appropriate accounting standards and give a true and fair view of the financial position and
performance of the entity and that the opinion has been formed on the basis of a sound system of
risk management and internal control which is operating effectively.
The Executive Chairman and the Chief Financial Officer make this assurance to the board.
4.3
A listed entity should disclose its process to verify the integrity of any periodic corporate report it
releases to the market that is not audited or reviewed by an external auditor.
All periodic financial reports which are not audited or reviewed by an external auditor are
reviewed by the CFO and any complex matters are referred to the external auditor.
All periodic activity reports are based on written advice from our executive staff across the
Group who are directly involved in managing the relevant project.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
5.1
A listed entity should:
(a) have a written policy for complying with tis continuous disclosure obligations under the
The Company has a Continuous Disclosure Policy which can be viewed on the Company’s
website.
Listing Rules; and
(b) disclose that policy or a summary of it.
5.2
5.3
A listed entity should ensure that its board receives copies of all material market announcements
promptly after they have been made.
A listed entity that gives a new and substantive investor or analyst presentation should release a
copy of the presentation materials on the ASX Market Announcements Platform ahead of the
presentation.
All ASX announcements are emailed to all the board members.
Any new and substantive investor or analyst presentation is released ASX Market
Announcements Platform ahead of the presentation.
PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1
6.2
6.3
6.4
6.5
A listed entity should provide information about itself and its governance to investors via its
website.
A listed entity should design and implement an investor relations program to facilitate effective
two-way communication with investors.
A listed entity should disclose the policies and processes it has in place to facilitate and encourage
participation at meetings of security holders.
The Company provides this information via its website.
The Company has a Communications Policy which can be viewed on the Company’s website.
The Company has a Communications Policy which can be viewed on the Company’s website.
A listed entity should ensure that all substantive resolutions at a meeting of security holders are
decided by a poll rather than by a show of hands.
All resolutions at a meeting of security holders are decided by a poll.
A listed entity should give security holders the option to receive communications from, and send
communications to, the entity and its security electronically.
The Company has put in place facilities to allow for shareholders to elect to send and receive
communications electronically.
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PRINCIPLE 7: RECOGNISE AND MANAGE RISK
7.1
The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of which:
(1) has at least three members, a majority of whom are independent directors; and
(2)
is chaired by an independent director, and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
(b)
if it does not have a risk committee or committees that satisfy (a) above, disclose that fact
and the processes it employs for overseeing the entity’s risk management framework.
Due to the size and nature of the Company, the Company does not have formalised policies on
risk management. The Board recognises its responsibility for identifying areas of material
business risk and for ensuring that arrangements are in place for adequately managing these
risks. This issue is regularly reviewed at board meetings and risk management culture is
encouraged amongst employees and contractors.
7.2
The board or a committee of the board should:
See above.
(a)
review the entity’s risk management framework at least annually to satisfy itself that it
continues to be sound; and
(b) disclose, in relation to each reporting period, whether such a review has taken place.
7.3
A listed entity should disclose:
(a)
(b)
if it has an internal audit function, how the function is structured and what role it performs;
or
if it does not have an internal audit function, that fact and the processes it employs for
evaluating and continually improving the effectiveness of its risk management and internal
control processes.
Due to the size and nature of the Company, the Company does not have an internal audit
function.
7.4
A listed entity should disclose whether it has any material exposure to economic, environmental
and social sustainability risks and, if it does, how it manages or intends to manage those risks.
Due to the size and nature of the Company, the Company does not have material exposure to
economic, environmental and social sustainability risks
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
8.1
The board of a listed entity should:
(a) have a remuneration committee which:
is chaired by an independent director, and disclose:
(1) has at least three members, a majority of whom are independent directors; and
(2)
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
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Due to the size and nature of the Company, the Company does not have a remuneration
committee.
The Company’s Constitution allows for a maximum amount per annum to be paid to non-
executive directors, to be allocated at the discretion of the directors. Any changes to the
annual amount must be approved at a General Meeting of members of the Company.
(b)
if it does not have a remuneration committee, disclose that fact and the processes it
employees for setting the level and composition of remuneration for directors and senior
executives and ensuring that such remuneration is appropriate and not excessive.
8.2
A listed entity should separately disclose its policies and practices regarding the remuneration of
non-executive directors and the remuneration of executive directors and other senior executives.
8.3
A listed entity which has an equity-based remuneration scheme should:
(a) have a policy on whether participants are permitted to enter into transactions (whether
through the use of derivatives or otherwise) which limit the economic risk of participating
in the scheme; and
(b) disclose that policy or a summary of it.
The Company’s Constitution allows for a maximum amount per annum to be paid to non-
executive directors, to be allocated at the discretion of the directors. Any changes to the
annual amount must be approved at a General Meeting of members of the Company.
Shares issued under the Eden Employee Share Scheme are escrowed are escrowed until 31
December of the year that they are issued.
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