ANNUAL
REPORT
2022
FIRSTGRAPHENE.NET
2
WORLD LEADING MATERIALS TECHNOLOGY FGR ANNUAL RE PO RT FY20 22
3
CONTENTS
Chairman’s Report ................................................................................... 4
CEO Report ............................................................................................
Operations/QHSE Report ..........................................................................
6
9
Common & Emerging Applications.............................................................. 10
R&D Technology Report ............................................................................ 12
CFO Report ............................................................................................. 16
Annual Financial Report ...........................................................................
18
Corporate Directory ................................................................................. 78
ASX:FGR l
4
CHAIRMAN’S REPORT
The past year has had its share of
how it improves their
challenges with the most dramatic
international event being Russia’s
invasion of the Ukraine. That has not
really had a direct impact on your
Company, though coming on top of
the continuing COVID-19 pandemic,
it has heightened the uncertainties
that we are all experiencing.
The constraints on supply have reintroduced inflation
as a concern in most economies and this has been
escalated with rising energy prices. It looks like the
early 1970s all over again. Nevertheless, First Graphene
continued to make sound progress through the year
under the stewardship and leadership offered by our
products. Up until
now, it has been
an exercise in
offering bespoke
solutions and this
has taken time.
We are delivering
graphene to an
expanding range
of buyers, and this
has led to a doubling
of revenue for the year
to June 2022. However, the
super efficiency of graphene
means it continues to take
time to build volumes for
a book of buyers for many
product verticals.
Warwick Grigor
Chairman
Managing Director and CEO, Michael Bell. We have come
Yet, we believe we have found the “killer application” that
a long way since first embarking on the graphene quest.
will dramatically boost our sales and lead to the need for
Over the relatively short time frame of six years, since
we first made graphene in bench top tests at Adelaide
expanded production capacity. The acknowledgment
that use of our PureGRAPH® can reduce carbon
University, we quickly realised that the challenge to the
emissions in the cement and concrete business by 20
commercialisation of graphene was the availability of
per cent is an amazing door opener. We are dealing with
industrial scale and high quality graphene for industry. It
several world leading construction chemicals companies
was a supply problem. Having admirably addressed that
that are very keen to reduce carbon emissions. All the
issue with the establishment of our production facility in
test work has been very positive. A large-scale trial is due
Henderson, Western Australia, the realities of pioneering
to be undertaken in November this year, which could lead
a new nanomaterial became more obvious. We were not
to regular and expanding sales in 2023. Whereas many
stepping into a market, but creating a new market.
applications require less than one tonne of graphene per
annum, the cement business could want thousands of
One of the features of graphene is that it is an additive
rather than a direct replacement, suitable for anything.
tonnes.
It has amazing features, such as electrical and thermal
We have also had very positive news regarding the use
conductivity, flexibility, fire retardancy and strength, to
of graphene in perovskite solar cells, the next generation
name a few, but these characteristics are imparted into
of solar technology being pioneered by Greatcell Energy
the materials to which it is added. Being an additive
Pty Ltd, an Australian company and leader in the field of
rather than a direct substitute, buyers have to be shown
developing low-light solar technology. Early reports have
WORLD LEADING MATERIALS TECHNOLOGY 5
indicated that Greatcell can reduce its manufacturing
costs by 80 per cent with the use of PureGRAPH®. There
is potential for this business to require large volumes of
our graphene products commencing in 2023.
We have come a long way in the past six years and we
have a great bank of knowledge that confirms our position
as the world leader. We are building substance to our
business. We are less reliant on university-based research
projects as our own scientists and engineers have the
required expertise to work directly with customers to
deliver successful commercial outcomes. The success
in these endeavours is cumulative and it is something
of which to be proud. We have a great team. We thank
you for your patience and support, and look forward to
delivering more positive news in the coming year.
“We believe we have found
the ‘killer application’
that will dramatically
boost our sales and lead
to the need for expanded
production capacity. The
acknowledgment that use
of our PureGRAPH® can
reduce carbon emissions in
the cement and concrete
business by 20 per cent is
an amazing door opener.”
FGR ANNUAL REPORT FY2022ASX:FGR l 6
CEO REPORT
Positive results underpin
big potential for year ahead
A significant improvement in results
underpinned an exciting year for
First Graphene.
ratio, excessive carbon utilisation in manufacturing,
utilisation or disposal
» Likely to see compelling benefits from the
incorporation of graphene
With our new executive team having completed its
» New or emerging technologies that stand to benefit
first 12 months of tenure during the financial year,
from the inclusion of graphene and graphitic materials
strategies put in place as part of the concerted focus on
commercialisation are coming to fruition.
First Graphene’s early adopter clients continue to
increase sales orders as their product lines gain greater
traction in their respective markets. At the same time,
the Company’s go-to market strategy outlined last year is
starting to yield results with new customers.
» Represent significant market opportunities due to
volume and global reach
Coupled with the launch of the strategy, First Graphene
bolstered its commercial team to drive growth in the
selected segments – namely cement and concrete,
plastics and composites, rubbers and elastomers,
coatings and inks, and energy storage technologies.
Last year, we outlined our target material segments
which were selected if they met one or more of the
following criteria:
» Face ongoing challenges or limitations such as
rapid wear/degradation, poor strength to weight
While some slight refinements have been made to the
ways in which we classify and address our key segments,
the commercial team has actively pursued growth with
existing clients as well as new opportunities across all
segments.
Sales growth
For the 12 months to 30 June 2022, the Company
scaling up production and continue to push the narrative
saw growth in revenue to AU$723,323, which is a
that the industry remains in an infantile R&D stage, First
112% improvement over FY21. The result is due to a
Graphene maintains its position as a market maker.
combination of higher volumes of product sales, and
the inclusion of First Graphene’s new application
development revenue channel. Much of this revenue
was invoiced in the last quarter, indicating a marked and
sustainable increase in sales momentum.
While some graphene producers still grapple with issues
Rather than seeing demand for kilograms of PureGRAPH®
products, clients are now talking in tonnage volumes. This
is a clear indication that we are writing and controlling our
own narrative while the rest of the industry struggles to
catch up.
WORLD LEADING MATERIALS TECHNOLOGY
7
One of the key factors contributing to this outcome
reseller and agency agreements with organisations that
is that First Graphene has concentrated the sales
have access to incredibly large, global customer bases. At
focus on all stages of the supply chain, with particular
the same time, we are enabling formulators and suppliers
attention on upstream suppliers. The Company is working
to essentially drive demand on the Company’s behalf.
with an increasing number of industry partners to
develop graphene-enhanced solutions with near-term
opportunities. This includes cement grinding aids and
concrete admixtures, with several proven products being
released to market early in FY23.
Many of the announcements made over the past
year have referred to industry partnerships for the
development of products. It is important to note that
several of these partnerships have progressed rapidly
to commercial trial stage. First Graphene makes a point
While full-scale production may not be occurring just yet,
of only supporting these developments where there is a
many of these partners are purchasing large orders of
tangible commercial demand at the tail end. This is critical
PureGRAPH® to facilitate commercial-scale trials.
to ensuring we work with the right clients, use our human
As well as the advances in the cement and concrete
segment, a similar shift is taking place with composites
resources sensibly and achieve favourable returns on our
R&D investments.
and plastics. While this segment was the key focus for
At the same time, First Graphene now monetises its
early adopter, downstream manufacturing clients, and
development and support function, providing revenue
these clients continue to account for considerable orders
generating services to help customers develop
and continue to grow order volumes, we are seeing
appropriate solutions for specific applications. We also
increasing interest from upstream suppliers including
continue to rapidly develop, test and launch our own new
masterbatch formulators. These upstream opportunities
products and PureGRAPH® formulations.
provide First Graphene opportunities to implement
Cost control
Staff numbers are slightly down on the same time last
The result is that overall expenditure for the year has
year, mostly due to natural attrition and refinement of
reduced by $1.2 million (16%) from the previous financial
systems and processes. This has been driven by ensuring
year and the bulk of cost savings are sustainable.
we have the right people and expertise to match our
activities, and to ensure commercial success. We have
also replaced cash incentives with stock options for
key staff, meaning cashflow is improved and staff have
a greater sense of ownership and commitment to the
Company’s continual improvement and ongoing success.
Additionally, an ongoing focus on process optimisation
has identified options to improve capacity and reduce
energy consumption at our Henderson manufacturing
facility. This process will continue with plans to implement
various improvements over the coming year. As part of
the optimisation and efficiency gains that have been
A considerable saving has been realised by limiting
identified, the Company is even better placed to rapidly
the spend on academic research that offered no
upscale production so we can maintain pace with the
foreseeable path to commercial revenue. For research
ever-increasing demand.
and development activity that may have longer-term
commercial opportunity, such as some energy storage
applications, work is being completed largely by First
Graphene’s own R&D team and with the assistance of
grant funding. In every case, large-scale commercial
opportunities are the end goal.
Yes, we are still at the beginning of the road in terms of
widespread market adoption, but we have well and truly
turned off the R&D road and are accelerating as we move
down the commercialisation road.
FGR ANNUAL REPORT FY2022ASX:FGR l
8
The other clear message is that First Graphene has
We continue to bolster the commercial team and look
evolved beyond just being a graphene supplier. We are
forward to announcing additional appointments in
forging a pathway to becoming an advanced materials
coming months that will take us another step up in our
technology company.
evolutionary journey.
A big part of that shift is the team we have in place.
In addition, to better align with the market, we have
As the year progressed, we made some refinements to
combined the rubbers and elastomers, and inks and
our commercial team. To engage at the right levels in
coatings segments into the broader and more industry
upstream organisations, our focus was on finding people
aligned coatings, adhesives, sealants and elastomers
with the right mix of technical and commercial experience
(CASE). As well as being understood within the industry,
and aptitude. In other words, we needed people that
the shift allows us to consolidate some roles and more
could “talk the talk” within each of our target segments,
efficiently target opportunities with prospects that work
and that has resulted in engagement at high levels with
across multiple product segments.
globally significant players across all key segments.
Positive outlook for year ahead
The 2023 financial year has started strongly with
projections for continued strong growth.
With several advanced-stage commercial trials coming
to fruition, the next step is to move to commercial
production. And the most exciting thing about reaching
those targets is that growth promotes further growth.
In any industry where new technologies and materials
are involved, many organisations wait to see the early
innovators succeed. Then the shift occurs as fast
followers capitalise on the opportunities. We are on the
precipice of that shift and look forward to delivering
plenty of good news in the year ahead.
Michael Bell
Managing Director and CEO
“Rather than seeing demand for kilograms of
PureGRAPH® products, clients are now talking in
tonnage volumes. This is a clear indication that we
are writing and controlling our own narrative while
the rest of the industry struggles to catch up.”
WORLD LEADING MATERIALS TECHNOLOGY
9
OPERATIONS/
QHSE REPORT
Health and Safety
At First Graphene, the health and safety of our people
First Graphene
is the number one priority, with a major driver being the
premises have
continuous improvement of health and safety systems.
also been surveyed by a
During the previous financial year, our health and safety
procedures continually changed in response to COVID-19,
and the public health and social measures that were
third party to identify any risk
improvements that were necessary, with only minor
corrective actions needing to be implemented.
implemented by governments.
Our QHSE KPI results for the year reflect the Company’s
First Graphene’s primary focus during this time was to
keep our staff, customers and all stakeholders safe, which
was achieved by implementing COVID-19 best practices.
strong commitment to best practice and efforts in
these areas, with zero Lost Time Incidents, zero Medical
Treatment Incidents and zero Environmental Incidents
reported.
Manufacturing
During the last half of the financial year, First Graphene’s
University. We have conducted a range of collaborative
Henderson facility dispatched several large orders to
process and product improvement trials involving
various customers. This included a milestone shipment
graphene functionalisation and optimisation of physical
of our largest ever order of 325kg, followed shortly after
properties, using our prototype electro-chemical cell
by orders of 300kg, 150kg and 120kg.
and downstream processing equipment. An example of
First Graphene successfully applied to the Australian
Industrial Chemicals Introduction Scheme (AICIS) to
vary the terms of our current assessment certificate
(CERT8864) to include a new range of PureGRAPH®
this work is the development of an experimental grade
product line which has fire-retardant properties. We are
looking at options to protect the intellectual property
developed during this work.
products, including the new PureGRAPH® AQUA product
During the fourth quarter of FY23, optimisation trials
lines. In addition, First Graphene also had additional end
were run to investigate the yield of graphene from the
user applications for our products – namely textile coating
electro-chemical cells by modifications to both the cell
and concrete applications - assessed and included as
and electrode design. Initial results are promising, with
part of the assessment certificate.
both an increase in the rate of graphene production and a
Over the past 12 months, the Henderson production
team has continued to work closely with the UK-based
Research and Development team and the Graphene
Engineering and Innovation Centre (GEIC) at Manchester
corresponding reduction in electricity usage per kilogram
of graphene produced.
David Bennett
General Manager Process Operations
FGR ANNUAL REPORT FY2022ASX:FGR l
10
COMMON &
EMERGING APPLICATIONS
Construction
» Cement & Concrete - lower emissions in cement
» Cladding - foam panels for insulation, sound and
manufacturing, improved physical/functional
vibration control products
characteristics in concrete for longer-lasting, robust
performance
» Coatings - smart/conductive coatings to detect leaks
in roof panels, storage vessels, pipework; fire-retardant
» Asphalt - stronger, more flexible, longer lasting road
coatings
and carpark surfaces
» Solar thermal roof tiles for internal heating
Energy & storage
» Battery anode coatings - vastly improved storage
» Solar panels - better energy conversion,
capacity
» Wind turbine blades - for greater strength, durability
and longer functional life
durability, functionality in reduced
daylight
Infrastructure
» Cement and mortar - better performance in harsh
» Smart coatings - real-time leak detection
conditions (eg wastewater treatment)
Interior fittings & equipment
» Personal protective equipment - anti-puncture gloves,
» Anti-bacterial/anti-microbial foams, coatings for
strengthened safety glasses
mattresses, benchtops
»
“Smart” textiles (eg clothing, bedding) to monitor vital
» Perovskite solar cells to convert ambient light to
health data
energy for equipment and appliances
Transport
» Battery/supercapacitor technology - better
» Vehicle components - tyres, body panels, wear
perfomance of electric vehicles
components, reinforcement, protective coatings
WORLD LEADING MATERIALS TECHNOLOGY
ENERGY &
STORAGE
INTERIOR FITTINGS &
EQUIPMENT
11
CONSTRUCTION
INFRASTRUCTURE
TRANSPORT
FGR ANNUAL REPORT FY2022ASX:FGR l 1 2
R&D TECHNOLOGY
REPORT
Strong focus on realising value
in commercial applications
The Research and Development team has played a
The new grades developed last year, PureGRAPH® 50
key role in the delivery of the commercial strategy
powder and PureGRAPH® 50 AQUA, have been very
and growing First Graphene’s sales pipeline, whilst
successful, with multiple customers opting for these
delivering value for the business, offsetting costs by
products. PureGRAPH®50 powder has demonstrated its
leveraging government funding schemes and relevant tax
values as a thermally conductive additive that improves
incentives.
the processability of thermoplastic systems.
Our focus has been on working closely and collaboratively
PureGRAPH®50 AQUA is showing promise as a versatile
with a wide range of end users, understanding how
additive for the construction segment. Its ability to be
to get the best out of the Company’s product in their
used either in grinding aids or admixtures underpinned by
applications. This has often required bespoke formulation
its ease of formulation and distinctive aspect ratio, is well
and analytical work at our facility at the Graphene
matched for enhancing the properties of cementitious
Engineering Innovation Centre (GEIC) and, in an
binders.
increasing number of cases, at customers’ facilities.
We have successfully shown how our graphene
We are aware that, as a high-performing additive, we
outperforms other carbon materials in a range of
need to match the characteristics of our graphene
applications, most notably as a thermally conductive
with that of our customers’ system, requiring a good
additive in elastomer, thermoplastic and thermoset
understanding of how to formulate our materials into
systems, and as a strength-enhancing additive when
their systems. We have developed and refined our
used as a cement grinding aid. For example, working
product range and now offer a wider range of formulated
closely with a European customer, we have proven
masterbatches and dispersions, along with developing
that our PureGRAPH® uniquely enhances the thermal
our PureGRAPH® 70 product for targeted customers.
conductivity in thermoplastic systems delivering a
competitive advantage for the customer.
“The Board and management thank you for your
ongoing support. We look forward to sharing
more of our growth story with you.”
WORLD LEADING MATERIALS TECHNOLOGY 13
Developments in thermoplastic
and elastomeric systems
Progress continues with our collaboration with UK-
our PureGRAPH® 5 powder, enabling the development
based Senergy Innovations on the development of
of a custom fibre-grade polypropylene masterbatch for
PureGRAPH®-enhanced polymer solar thermal cells.
nonwoven applications. This is currently under evaluation
This is backed by our very successful ongoing research
with several industry partners.
program with the University of Warwick, which is giving
us further insight into how to get the best out of our
materials in thermoplastic systems.
The R&D team have also made progress in the
development of our materials for coating applications.
Work continues with a textiles client to develop a
Commercial-scale compounding trials have been
conductive textile coating. The R&D team has also
successful with injection moulding and extrusion trials
conducted some work into the advantages of graphene
currently in progress to confirm material properties and
technology in Electrostatic Dissipative (ED) coatings to
finalise processing conditions. Following this, Senergy
enhance product features and benefits.
will move to product trials across the UK. First Graphene
has also worked with the Production Team to enhance
Success in cement and concrete space
Our scientific team has worked closely with our
In September 2021, we engaged on a study with the
Commercial Team, downstream partners and a range of
University of Wollongong, which is partnering with an
universities to understand and develop the most practical
Australian domestic water, sewerage and drainage
ways of getting our graphene into cement and concrete
statutory authority, to show how graphene could be used
systems. We have recognised the challenging nature of
in civil engineering infrastructure projects. The study
finding an industrial-scale method of dispersing graphene
confirmed that the addition of small amounts of graphene
platelets into cement. We were successful in winning a UK
enhance the 28-day compressive strength of both
funded grant worth approximately AU$360,000 to work
concrete and mortar systems by 10 per cent and 20 per
with a range of industrial and academic partners to solve
cent respectively.
this challenge. A full-scale trial in a cement plant grinding
mill at Breedon Hope Works is on track to commence in
late 2022. This will be one of the largest scale programs
for graphene-enhanced cement/concrete undertaken
globally to date.
In addition, the study also showed how the addition of
PureGRAPH® reduces the apparent volume of permeable
voids (permeability) of repair mortar and concrete
systems by 19 per cent and 12 per cent respectively, while
also reducing sulphate expansion in concrete by 64 per
The graphene grinding aid addition method for use in
cent, and 56 per cent in the repair mortar. Our work with
the cement plant has been selected and lab-scale trials
the University of Wollongong will be applicable in civil
at Fosroc International and Morgan Sindall Construction
engineering projects that use concrete in environments
have been key to assessing the addition method.
requiring high levels of durability, such as wastewater
The advantages of this collaborative approach are
collection and treatment plants, and coastal ports. This is
demonstrated by Fosroc’s experience with grinding aids,
especially relevant because the degradation of concrete
which has led to new ideas for graphene grinding aid
wastewater systems results in multi-million-dollar
formulations.
concrete repair and replacement challenges for water
treatment providers.
FGR ANNUAL REPORT FY2022ASX:FGR l
14
Forward focus with energy storage sector
We have complemented our shorter term revenue
Research into supercapacitor applications continues.
generation-focussed activity with a continued focus on
Through First Graphene’s relationship with the Energy
strategic, longer term programs, focused largely on the
Innovation Centre at Warwick Manufacturing Group,
Energy Storage Sector.
First Graphene entered into a Joint Development
Agreement (JDA) with Greatcell Energy Ltd to advance
funded by Innovate Edge, the Company has continued
to optimise our graphene metal oxide pseudocapacitive
active material for supercapacitors.
the development of graphene-enhanced solar cells.
Our materials continue to outperform activated carbon
Australian-based Greatcell specialises in the development
under controlled conditions and have shown what needs
and utilisation of photovoltaic technologies, specifically
to be done to optimise the product. The development
Perovskite Solar Cells (PSC), to convert low and ambient
focus is on ease of processing by end users, and we
light to electricity. These solar cells are designed to be low
are engaging with universities and other agencies to
cost compared to other solar technologies, but currently
understand how to take the technology forward. We are
utilise a gold layer.
making good progress towards protecting this technology
Under the agreement, First Graphene and Greatcell intend
and anticipate patent grants in 2022.
to jointly develop graphene composites and formulations
First Graphene will continue to leverage external
to be used to manufacture more efficient and even lower
funding as far as possible to support these projects and
cost PSCs. The graphene-based solutions remove the
offset related costs. They are very relevant and aligned
need for a gold layer, which could reduce the cost of the
with government strategies worldwide, and will be
cell by approximately 80 per cent, and also enable a roll-
transformational for the Company.
to-roll type manufacturing process.
Andy Goodwin
Non-Executive Director
Paul Ladislaus
R&D Manager
WORLD LEADING MATERIALS TECHNOLOGY 15
First Graphene will continue to leverage external funding as far as
possible to support these projects and offset related costs. They are very
relevant and aligned with government strategies worldwide, and will be
transformational for the Company.
FGR ANNUAL REPORT FY2022ASX:FGR l 16
CFO REPORT
Strategy delivers
The 2021/22 financial year saw the world starting to recover from the impacts of COVID-19 but was plunged into the
Ukraine war followed by rapid inflation and increasing interest rates.
Despite these significant macro socio-economic events, First Graphene continued to deliver on its Commercial
Strategy. The year ended 30 June 2022 was the first full year under the Company’s new leadership and refreshed
sales-focused direction.
Some of the key financial highlights for FY22 include:
+111%
SALES
REVENUE:
+20%
OPERATING
PROFIT:
FY22: AUD 0.72m
FY21: AUD 0.34m
FY22: AUD - 5.0m
FY21: AUD - 6.3m
+48%
OPERATING &
INVESTING CASHFLOW
-94%
FY22: -4.4m
FY21: -8.6m
CAPITAL
EXPENDITURE
FY22: AUD 0.1m
FY21: AUD 1.5m
The 2022 sales result is a marked improvement on the past few years with a continued growth trend.
“The Company plans to continue building on this
momentum with a focus on developing commercial
applications with strategic partners. The aim will be
to continue growing the sales portfolio at a rapid
rate in all its strategic segments, whilst managing
cash expenditure responsibly.”
WORLD LEADING MATERIALS TECHNOLOGY 17
Sales
($million)
$0.72
Sales growth trend
2019-2022
$0.29
$0.34
$0.02
2019
2020
2021
2022
Operating & Investing Cash-Outflow
($million)
$8.6
$6.4
$6.1
$4.5
The significant step-up in sales
comes from organic growth
from Australian early-adopter
customers, and a growing
customer base in the US and
Europe developing graphene-
enhanced cement, geotextile
materials and solar panels.
Strengthening
fundamentals
With a continued focus on managing cash
expenditure, First Graphene continues to
prioritise cash outflows on projects that maximise
shareholder value.
Key initiatives that helped reduce cash outflows
include a freeze on pay rises across all employees
in the Company during the financial year, with an
alternative non-cash incentive plan put in place,
and expenditure on third party consultants and
professional services reduced by 30 per cent.
This is seen in the adjacent cash outflow graph,
2019
2020
2021
2022
with the 2022 cash outflow setting the new
baseline that the company will use to deliver its
commercial objectives.
2023 outlook
The Company plans to continue building on this
momentum with a focus on developing commercial
applications with strategic partners. The aim will be
to continue growing the sales portfolio at a rapid rate
in all its strategic segments, whilst managing cash
expenditure responsibly.
Aditya Asthana
CFO and Company Secretary
FGR ANNUAL REPORT FY2022ASX:FGR l
18
ANNUAL
FINANCIAL
REPORT
WORLD LEADING MATERIALS TECHNOLOGY 19
Directors’ Report
The directors present their report together with the financial report of First Graphene Limited (‘First
Graphene” or ‘Company’) and the entities it controlled (‘Consolidated Entity’ or ‘Group’) for the year
ended 30 June 2022.
Directors
The names and details of the Company’s Directors in office during the financial year and until the
date of this report are as follows. The Directors were in office for this entire period unless otherwise
stated.
Warwick Grigor BEc. LLB, MAusIMM, FAICD
NNoonn--EExxeeccuuttiivvee CChhaaiirrmmaann
Mr Grigor is a highly respected and experienced mining analyst, with an intimate knowledge of all
market related aspects of the mining industry. He is a graduate of the Australian National University
having completed degrees in law and economics. His association with mining commenced with a
position in the finance department of Hamersley Iron, and from there he moved to Sydney to become
a mining analyst with institutional stockbrokers. Mr Grigor left County NatWest Securities in 1991 to
establish Far East Capital Limited which was founded as a specialist mining company financier and
corporate adviser, together with Andrew "Twiggy" Forrest.
In 2008, Far East Capital Limited sponsored the formation of a stockbroking company, BGF Equities,
and Mr Grigor assumed the position of Executive Chairman. This was re-badged as Canaccord
Genuity Australia Limited when a 50% stake was sold to Canaccord Genuity Group Inc. Mr Grigor
retired from Canaccord in October 2014, returning to Far East Capital Limited.
OOtthheerr CCuurrrreenntt
DDiirreeccttoorrsshhiippss
None
FFoorrmmeerr ddiirreeccttoorrsshhiippss
IInntteerreessttss iinn sshhaarreess
iinn tthhee llaasstt 33 yyeeaarrss
aanndd ooppttiioonnss
None
Ordinary shares 19,083,772
3,000,000
Options
Dr Andy Goodwin Ph.D. (Polymer Chemistry)
NNoonn--EExxeeccuuttiivvee DDiirreeccttoorr
Andy has a successful track record in innovation and technology development roles within the
speciality chemicals industry. Andy has extensive leadership experience with Sanofi, Dow Corning
Corporation and Thomas Swan & Co. Ltd. He has a PhD in polymer chemistry and an MTE Diploma
from the IMD Business School in Lausanne, Switzerland.
Andy has been actively involved in the development of the graphene materials industry since 2012.
He joined First Graphene in 2017 and is based in Manchester, UK.
OOtthheerr CCuurrrreenntt
DDiirreeccttoorrsshhiippss
None
FFoorrmmeerr ddiirreeccttoorrsshhiippss
IInntteerreessttss iinn sshhaarreess
iinn tthhee llaasstt 33 yyeeaarrss
aanndd ooppttiioonnss
None
Ordinary shares 2,008,993
1,000,000
Options
Michael Quinert
NNoonn--EExxeeccuuttiivvee DDiirreeccttoorr
Mr Quinert is a founding partner of QR Lawyers which was established in July 2009. He has over 30-
years’ experience as a commercial and corporate lawyer, including three years with ASX and over 21
years as a partner in a Melbourne law firms.
4 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
20
Mr Quinert has extensive experience assisting and advising companies on IPO’s, capital raising, cross
border transactions, regulatory compliance and has regularly advised publicly listed mining
companies.
Michael is a Non-Executive Chairman of West Wits Mining Limited and Non-Executive Director of
listed First Au Limited (ASX:FAU).
OOtthheerr CCuurrrreenntt
DDiirreeccttoorrsshhiippss
FFoorrmmeerr ddiirreeccttoorrsshhiippss
IInntteerreessttss iinn sshhaarreess
iinn tthhee llaasstt 33 yyeeaarrss
aanndd ooppttiioonnss
West Wits Mining Limited
First Au Limited
Manalto Limited (ASX: MTL)
Covata Limited (ASX: CVT)
Ordinary shares 80,000
-
Options
Michael Bell (Appointed 1st July 2021)
MMaannaaggiinngg DDiirreeccttoorr aanndd CChhiieeff EExxeeccuuttiivvee OOffffiicceerr
Mr Bell has over 21 years’ experience in engineering and business management and significant
international experience driving business growth.
He was with ST Engineering Group where he served as Senior Vice-President.
Mike has also held roles as Director for Navman Wireless, a global Telematics company, and as
General Manager with Singapore-based shipbuilder Strategic Marine.
OOtthheerr CCuurrrreenntt
DDiirreeccttoorrsshhiippss
None
FFoorrmmeerr ddiirreeccttoorrsshhiippss
IInntteerreessttss iinn sshhaarreess
iinn tthhee llaasstt 33 yyeeaarrss
aanndd ooppttiioonnss
None
Ordinary shares 134,000
5,000,000
Options
Results and Dividends
The Group result for the year was a loss of $5,033,108 (2021: loss of $6,284,757).
No final dividend has been declared or recommended as at 30 June 2022 or as at the date of this
report (2021: $ nil).
No interim dividends have been paid (2021: nil).
Principal Activities
During the financial year the principal continuing activities of the Consolidated Entity was as the
leading supplier of high-performing graphene products with a robust manufacturing platform and
an established 100 tonne/year graphene production capacity. PureGRAPH® graphene is easy to use
and is enhancing the properties of customers’ products and materials across industries and
applications worldwide.
First Graphene Limited has a primary manufacturing base in Henderson, near Perth, WA. The
Company is incorporated in the UK as First Graphene (UK) Ltd. and is a Tier 1 partner at the Graphene
Engineering and Innovation Centre (GEIC), Manchester, UK.
Events Since the End of the Financial Year
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 subsequent financial years.
5 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
21
Significant Changes in State of Affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial
year.
Likely Developments and expected results of operations
The Directors have excluded from this report any further information on the likely developments in
the operations of the Group and the expected results of those operations in future financial years,
other than as mentioned in the Chairman’s Statement and Review of Operations, as the Directors
have reasonable grounds to believe the nascent nature of the graphene market makes it impractical
to forecast future profitability and other material financial events.
Directors’ and other officers’ emoluments
Details of the remuneration policy for Directors and other officers are included in the Remuneration
Report (page 10) and the Corporate Governance Report lodged separately on ASX on the same day
as this report is lodged.
Details of the nature and amounts of emoluments for each Director of the Company and Executive
Officers are included in the Remuneration Report.
Environmental Regulations
The Group’s graphene production and sales operations are subject to regulation In Australia by the
Australian Industrial Chemicals Introduction Scheme (AICIS) and by the Registration, Evaluation,
Authorisation and Restriction of Chemicals (REACH) in the European Union and United Kingdom.
The Company’s Commercial Graphene Production facility has been approved as meeting the
environmental standards set down by the Government of Western Australia’s Department of
Environment Regulation.
Proceedings on behalf of company
No person has applied to the Court under section 237 of the Corporations Act for leave 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.
6 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
22
Share Options
At the date of this report, First Graphene Limited has the following options exercisable into
ordinary shares in First Graphene Limited.
Unlisted
Grant Date
Date of
Expiry
Exercise Price
Share option
8 November
2019
8
November
2023
$0.25 each, if exercised on
or before 8 November
2023
Number
under
option
15,000,000
Directors’ meetings
The number of meetings of Directors held during the year and the number attended by each
Director was as follows:
Warwick Grigor
Dr Andy Goodwin
Michael Quinert
Michael Bell
Directors’ Meetings
Meetings Attended
Entitled to Attend
8
8
8
8
8
8
8
8
Indemnification and insurance of officers and auditors
Under the Company’s constitution and subject to section 199A of the Corporations Act 2001,
the Company indemnifies each of the directors, the company secretary and every other
person who is an officer of the Company and its wholly-owned subsidiaries. The above
indemnity is a continuing indemnity and applies in respect of all acts done by a person while
an officer of the Company or its wholly-owned subsidiaries even though the person is not an
officer at the time the claim is made.
The Company has entered into a Deed of Indemnity, Access and Insurance (“Deed”) with each
current and former officer of the Company and its subsidiaries, including each director and
company secretary and persons who previously held those roles.
During the financial year, the Company has paid a premium in respect of insuring the
directors and officers of the Company and the Group. The insurance contract prohibits
disclosure of the premium or the nature of liabilities insured against under the policy.
No indemnity or insurance is in place in respect of the auditor.
7 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
23
Remuneration report (audited)
The information provided in this Remuneration Report has been audited as required by
section 308(3C) of the Corporations Act 2001.
This report outlines the remuneration arrangements in place for Directors of First Graphene
Limited and Executives of the Group.
Key Management Personnel (‘KMP’) disclosed in this report:
Mr Warwick Grigor
Dr Andy Goodwin
Mr Michael Bell (Appointed 1 July 2021)
Mr Aditya Asthana
Mr Michael Quinert
Remuneration Policy
Emoluments of Directors and Senior Executives are set by reference to payments made by
other companies of similar size and industry, and by reference to the skills and experience of
the Directors and Executives. Details of the nature and amounts of emoluments of each
Director of the Company are disclosed annually in the Company's annual report.
Directors and Senior Executives are prohibited from entering
arrangements which limit the economic risk of participating in unvested entitlements.
into transactions or
There has been no direct relationship between the Group’s financial performance and
remuneration of key management personnel over the previous 5 years.
Executive Director Remuneration
Executive pay and reward consist of a base fee and short-term performance incentives. Long
term performance incentives may include options granted at the discretion of the Board and
subject to obtaining the relevant approvals. The grant of options is designed to recognise and
reward efforts as well as to provide additional incentive and may be subject to the successful
completion of performance hurdles.
Executives are offered a competitive level of base pay at market rates (for comparable
companies) and are reviewed annually to ensure market competitiveness.
The remuneration policy is designed to encourage superior performance and long-term
commitment to First Graphene. At this stage of the Company’s development there is no
contractual performance-based remuneration.
Executive Directors do not receive any fees for being Directors of First Graphene or for
attending Board meetings.
All Executive Directors, Non-Executive Directors and responsible executives of First Graphene
are entitled to an Indemnity and Access Agreement under which, inter alia, they are
indemnified as far as possible under the law for their actions as Directors and officers of First
Graphene.
Non-Executive Director Remuneration
The Company's policy is to remunerate non-executive Directors at a fixed fee for time,
commitment and responsibilities. Remuneration for Non-Executive Directors is not linked to
individual performance. Given the Company is at its early stage of development and the
financial restrictions placed on it, the Company may consider it appropriate to issue unlisted
options to Non-Executive Directors, subject to obtaining the relevant approvals. This Policy is
8 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
24
subject to annual review. All of the Directors' option holdings are fully disclosed. From time to
time the Company may grant options to non-executive Directors. The grant of options is
designed to recognise and reward efforts as well as to provide Non-Executive Directors with
additional incentive to continue those efforts for the benefit of the Company.
Non-Executive Directors are remunerated for their services from the maximum aggregate
amount (currently $300,000 per annum) approved by shareholders for this purpose. They
receive a base fee which is currently set at $25,000 per annum per non-executive Director
and $30,000 per annum for the non-executive Chairman. There are no termination payments
to non-executive Directors on their retirement from office.
The Company’s policy for determining the nature and amounts of emoluments of Board
members and Senior Executives of the Company is set out below:
Setting Remuneration Arrangements
The Company does not have a separate Remuneration Committee. Given the current size
and composition of the Board, the Board believes there would be no efficiencies gained by
establishing a separate Remuneration Committee. Accordingly, the Board performs the role
of the Remuneration Committee. When the Board convenes as the Remuneration
Committee it carries out those functions which are delegated to it in the Company’s
Remuneration Committee Charter.
Executive Officer Remuneration, including Executive Directors
The remuneration structure for Executive Officers, including Executive Directors, is based on
a number of factors, including length of service, the particular experience of the individual
concerned, and the overall performance of the Company. The contracts for service between
the Company and specified Directors and Executives are on a continuing basis, the terms of
which are not expected to change in the immediate future. Upon retirement Executive
Directors and Executives are paid employee benefit entitlements accrued to the date of
retirement.
As an incentive, the Company has adopted an employee share option plan. The purpose of
the plan is to give employees, directors and officers of the Company an opportunity, in the
form of options, to subscribe for shares. The Directors consider the plan will enable the
Company to retain and attract skilled and experienced employees, board members and
officers, and provide them with the motivation to make the Company more successful.
9 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
d
e
t
a
l
e
r
l
a
t
o
T
s
t
n
e
m
y
a
p
t
n
e
m
y
a
P
s
t
n
e
m
e
l
t
i
t
n
E
s
t
c
a
r
t
n
o
c
y
r
a
l
a
S
f
o
e
u
l
a
V
n
o
i
t
a
r
e
n
u
m
e
r
s
i
h
c
i
h
w
e
c
n
a
m
r
o
f
r
e
p
e
r
a
h
S
d
e
s
a
b
n
o
i
t
a
n
m
r
e
T
i
t
n
e
m
y
o
p
m
E
l
r
e
p
s
’
r
o
t
c
e
r
i
D
e
l
c
i
h
e
V
g
n
i
t
l
u
s
n
o
c
-
t
s
o
P
s
a
t
n
e
m
y
a
p
s
u
n
o
B
e
s
a
B
s
t
i
f
e
n
e
b
r
e
h
t
o
&
s
e
v
i
t
n
e
c
n
i
m
r
e
t
t
r
o
h
S
:
s
w
o
l
l
o
f
s
a
s
a
w
r
a
e
y
e
h
t
g
n
i
r
u
d
p
u
o
r
G
e
h
t
f
o
s
e
v
i
t
u
c
e
x
e
t
n
e
m
e
g
a
n
a
m
y
e
k
d
n
a
r
o
t
c
e
r
i
D
h
c
a
e
r
o
f
n
o
i
t
a
r
e
n
u
m
e
r
e
h
T
2
2
0
2
e
n
u
J
0
3
d
e
d
n
e
r
a
e
y
e
h
t
r
o
f
n
o
i
t
a
r
e
n
u
m
e
r
f
o
s
l
i
a
t
e
D
%%
$$
AA
$$
AA
$$
AA
%
2
4
6
7
9
4
6
6
,
,
2
0
6
1
8
2
-
-
-
,
0
0
0
2
3
1
,
2
2
6
8
5
1
2
9
9
4
3
,
-
-
-
%
3
3
8
3
4
6
2
,
7
6
5
,
9
,
3
7
9
4
5
2
1
,
9
6
1
1
9
2
,
-
-
-
-
-
-
$$
AA
-
0
0
0
,
2
1
3
3
5
,
0
1
-
5
6
1
,
3
2
8
9
6
,
5
4
$$
AA
$$
AA
s
e
e
f
$$
AA
e
c
n
a
w
o
l
l
a
$$
AA
e
e
f
$$
AA
s
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
x
E
22
22
00
22
ee
nn
uu
JJ
00
33
-
-
-
-
-
-
4
7
3
,
3
8
3
-
0
0
0
,
0
9
9
8
0
,
3
2
1
-
0
0
0
,
0
3
0
0
0
,
5
2
2
9
9
,
4
3
1
5
6
,
1
3
2
-
4
1
1
,
8
2
8
2
9
9
,
9
8
-
-
-
-
-
-
-
-
-
-
s
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
x
E
-
n
o
N
i
n
w
d
o
o
G
y
d
n
A
r
D
r
o
g
i
r
i
G
k
c
w
r
a
W
)
i
i
(
)
i
(
l
l
e
B
l
e
a
h
c
M
i
t
r
e
n
u
Q
i
l
e
a
h
c
M
i
l
e
n
n
o
s
r
e
P
t
n
e
m
e
g
a
n
a
M
y
e
K
r
e
h
t
O
-
-
a
n
a
h
t
s
A
a
y
t
i
d
A
ll
aa
tt
oo
TT
25
e
g
a
P
|
0
1
y
b
e
s
i
c
r
e
x
e
o
t
e
s
o
o
h
c
n
a
c
e
h
h
c
h
w
i
,
1
2
0
2
r
a
e
y
l
i
a
c
n
a
n
i
f
e
h
t
n
i
l
l
e
B
l
i
e
a
h
c
M
o
t
d
e
t
n
a
r
g
s
n
o
i
t
p
o
0
0
0
0
0
0
5
e
h
t
,
,
.
1
2
0
2
y
l
u
J
1
n
o
r
o
t
c
e
r
i
i
D
g
n
g
a
n
a
M
d
e
t
n
o
p
p
a
s
a
w
i
l
l
e
B
l
e
a
h
c
M
i
f
o
e
s
n
e
p
x
e
e
u
a
v
l
r
i
a
f
e
h
t
s
t
n
e
s
e
r
p
e
r
t
n
e
m
y
a
p
d
e
s
a
b
e
r
a
h
s
e
h
T
y
n
a
p
m
o
c
e
h
t
o
t
e
r
a
h
s
.
r
e
p
5
2
0
$
g
n
i
y
a
p
.
i
.
i
i
FGR ANNUAL REPORT FY2022ASX:FGR l
26
f
o
e
u
l
a
V
n
o
i
t
a
r
e
n
u
m
e
r
s
i
h
c
i
h
w
e
c
n
a
m
r
o
f
r
e
p
e
r
a
h
S
d
e
s
a
b
n
o
i
t
a
n
m
r
e
T
i
t
n
e
m
y
o
p
m
E
l
-
t
s
o
P
s
u
n
o
B
s
a
t
n
e
m
y
a
p
s
t
c
a
r
t
n
o
c
r
e
p
s
’
r
o
t
c
e
r
i
D
e
l
c
i
h
e
V
g
n
i
t
l
u
s
n
o
c
e
s
a
B
%
$$
AA
$$
AA
$$
AA
$$
AA
d
e
t
a
l
e
r
l
a
t
o
T
s
t
n
e
m
y
a
p
t
n
e
m
y
a
P
s
t
n
e
m
e
l
t
i
t
n
E
$$
AA
)
i
i
i
v
(
y
r
a
l
a
S
$$
AA
s
e
e
f
$$
AA
e
c
n
a
w
o
l
l
a
$$
AA
e
e
f
$$
AA
s
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
x
E
11
22
00
22
ee
nn
uu
JJ
00
33
s
t
i
f
e
n
e
b
r
e
h
t
o
&
s
e
v
i
t
n
e
c
n
i
m
r
e
t
t
r
o
h
S
:
s
w
o
l
l
o
f
s
a
s
a
w
r
a
e
y
e
h
t
g
n
i
r
u
d
p
u
o
r
G
e
h
t
f
o
s
e
v
i
t
u
c
e
x
e
t
n
e
m
e
g
a
n
a
m
y
e
k
d
n
a
r
o
t
c
e
r
i
D
h
c
a
e
r
o
f
n
o
i
t
a
r
e
n
u
m
e
r
e
h
T
1
2
0
2
e
n
u
J
0
3
d
e
d
n
e
r
a
e
y
e
h
t
r
o
f
n
o
i
t
a
r
e
n
u
m
e
r
f
o
s
l
i
a
t
e
D
,
7
8
8
2
9
3
,
9
1
9
4
7
2
-
-
0
0
0
,
0
0
1
0
0
0
,
0
0
1
-
-
-
-
0
9
2
,
7
3
4
8
,
0
1
2
7
4
,
5
1
3
1
1
3
,
7
0
4
)
i
i
(
)
i
(
i
n
k
c
u
G
c
M
g
a
r
C
i
)
i
i
i
(
)
i
(
d
u
o
Y
r
e
t
e
P
-
-
-
-
-
,
9
4
6
5
1
8
,
3
7
0
3
9
7
,
0
5
4
1
3
2
,
2
4
1
7
4
1
4
6
6
1
1
,
-
-
-
-
-
%
8
5
%
4
,
4
9
4
0
7
3
,
6
5
5
6
1
2
2
7
3
0
7
,
0
5
1
,
3
4
4
8
,
9
3
4
2
,
6
0
7
9
1
2
,
6
0
8
7
6
6
,
6
3
9
,
9
1
0
0
0
,
0
0
3
6
1
8
,
4
2
4
4
6
6
,
6
6
3
3
1
,
8
1
3
8
7
2
2
7
,
e
g
a
P
|
1
1
.
r
e
p
5
2
0
$
g
n
i
y
a
p
y
b
e
s
i
c
r
e
x
e
o
t
e
s
o
o
h
c
n
a
c
e
h
h
c
h
w
i
,
1
2
0
2
e
n
u
J
o
t
p
u
l
l
e
B
l
i
e
a
h
c
M
o
t
d
e
t
n
a
r
g
s
n
o
i
t
p
o
0
0
0
0
0
0
5
e
h
t
,
,
f
o
e
u
a
v
l
r
i
a
f
e
h
t
s
t
n
e
s
e
r
p
e
r
t
n
e
m
y
a
p
d
e
s
a
b
e
r
a
h
s
e
h
T
.
y
n
a
p
m
o
c
e
h
t
o
t
e
r
a
h
s
.
0
2
0
2
n
i
e
c
n
a
m
r
o
f
r
e
p
r
o
f
i
s
t
c
a
r
t
n
o
c
t
n
e
m
t
n
o
p
p
a
r
e
d
n
u
e
u
d
s
t
n
e
m
e
l
t
i
t
n
e
s
t
c
e
l
f
e
r
s
t
n
e
m
y
a
p
s
u
n
o
B
1
2
0
2
h
c
r
a
M
2
2
n
o
y
r
a
t
e
r
c
e
S
y
n
a
p
m
o
C
&
r
e
c
i
f
f
O
l
i
i
i
a
c
n
a
n
F
f
e
h
C
s
a
d
e
c
n
e
m
m
o
c
a
n
a
h
t
s
A
a
y
t
i
d
A
r
M
0
2
0
2
y
l
u
J
1
n
o
r
o
t
c
e
r
i
i
D
e
v
i
t
u
c
e
x
E
-
n
o
N
a
d
e
t
n
o
p
p
a
s
a
w
n
w
d
o
o
G
y
d
n
A
r
i
D
.
s
e
c
i
v
r
e
s
r
o
t
c
e
r
i
d
r
i
e
h
t
r
o
f
l
y
r
a
a
s
a
e
v
i
e
c
e
r
n
w
d
o
o
G
y
d
n
A
r
i
M
d
n
a
r
o
g
i
r
G
1
2
0
2
y
r
a
u
n
a
J
8
n
o
d
e
r
i
t
e
r
n
k
c
u
G
c
M
i
r
M
1
2
0
2
l
i
r
p
A
8
2
n
o
d
e
r
i
t
e
r
d
u
o
Y
r
e
t
e
P
r
M
1
2
0
2
h
c
r
a
M
1
n
o
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
x
E
-
n
o
N
a
d
e
t
n
o
p
p
a
s
a
w
i
t
r
e
n
u
Q
i
l
e
a
h
c
M
i
r
M
1
2
0
2
y
r
a
u
n
a
J
1
1
n
o
r
e
c
i
f
f
i
O
e
v
i
t
u
c
e
x
E
f
e
h
C
s
a
d
e
c
n
e
m
m
o
c
l
l
e
B
l
e
h
c
M
i
r
M
.
i
i
.
i
i
i
.
v
i
.
v
.
i
v
.
i
i
v
.
i
i
i
v
.
x
i
i
k
c
w
r
a
W
r
M
.
t
n
e
m
e
e
r
g
a
t
n
a
t
l
u
s
n
o
c
e
v
i
t
c
e
p
s
e
r
r
i
e
h
t
h
t
i
w
e
c
n
a
d
r
o
c
c
a
n
i
d
e
t
a
s
n
e
p
m
o
c
e
r
a
r
e
v
e
w
o
h
s
e
e
f
s
’
r
o
t
c
e
r
i
d
e
v
i
e
c
e
r
t
o
n
o
d
d
u
o
Y
r
e
t
e
P
r
i
M
d
n
a
n
k
c
u
G
c
M
g
a
r
C
r
i
M
.
i
-
-
-
-
-
0
5
4
,
1
1
0
0
0
,
0
0
1
0
0
0
,
0
9
0
0
0
,
0
3
-
-
5
7
3
,
2
1
1
1
,
6
-
-
-
-
2
4
1
,
2
2
1
0
0
0
,
5
2
-
4
6
6
,
1
1
3
6
5
,
1
5
1
1
1
1
,
1
6
-
-
-
-
-
-
-
-
-
-
s
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
x
E
-
n
o
N
)
v
i
(
,
)
i
(
i
n
w
d
o
o
G
y
d
n
A
r
D
)
i
(
r
o
g
i
r
i
G
k
c
w
r
a
W
)
v
(
t
r
e
n
u
Q
i
l
e
a
h
c
M
i
l
e
n
n
o
s
r
e
P
t
n
e
m
e
g
a
n
a
M
y
e
K
r
e
h
t
O
-
-
)
i
i
v
(
a
n
a
h
t
s
A
a
y
t
i
d
A
ll
aa
tt
oo
TT
)
x
i
(
)
i
v
(
l
l
e
B
l
e
a
h
c
M
i
WORLD LEADING MATERIALS TECHNOLOGY
27
The remuneration policy has been tailored to
increase goal congruence between
shareholders, directors and executives. The Group is in the early development phase of its
operations, and due consideration is made of developing long term shareholder value. The
Board has regard to the following indices in respect of the current financial year to facilitate
the long-term growth of the Consolidated Group:
Item
22002222
22002211
2020
2019
2018
Sales revenue $
723,323
341,869
289,773
22,771
7,180
Loss before tax $
(5,033,108)
(6,284,757)
(5,366,149)
(6,986,738)
(7,024,612)
Basic loss per shares
(cents)
Increase/(decrease) in
share price %
(0.91)
(1.19)
(1.11)
(1.78)
(1.65)
(60.34)
133.1
(45.1)
134.2
275.3
Relationship between Remuneration and Company Performance
There is not a connection between the profitability of the Company and remuneration as
the Company is not generating revenues.
Name
Warwick Grigor
Dr Andy Goodwin
Michael Quinert
Michael Bell
Aditya Asthana
% Fixed
remuneration
% Short Term
Incentive
% Long Term
Incentive
100%
100%
100%
58%
97%
-
-
-
42%
3%
-
-
-
-
-
Contractual Arrangements with KMP
Remuneration and other terms of employment for Key Management Personnel are
formalised in service agreements. These agreements specify the components of
remuneration benefits and notice periods. The material terms of service agreements with
the Key Management Personnel are noted as follows:
Name
Base Salary
Michael Bell
350,000
Duration of
Service
Agreement
Ongoing
Notice Period
By Executive By Company
3 months
3 months
Aditya
Asthana
235,000
Ongoing
3 months
3 months
Severance
Payment
Entitlement
No
entitlement
No
entitlement
There are no other service agreements in place.
12 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
28
Share-based compensation
Shares issued as part of remuneration for the year ended 30 June 2022
Share-based compensation
60,000 shares were issued to key management personnel as their performance rights
Shares issued as part of remuneration for the year ended 30 June 2022
(granted FY 21) vested during the year.
60,000 shares were issued to key management personnel as their performance rights
(granted FY 21) vested during the year.
Options issued as part of remuneration for the year ended 30 June 2022
No options were issued to key management personnel as part of compensation during the
Options issued as part of remuneration for the year ended 30 June 2022
year.
No options were issued to key management personnel as part of compensation during the
Options issued as part of remuneration in prior years
year.
Using the Black Scholes option pricing model and based on the assumptions set out below,
Options issued as part of remuneration in prior years
the CEO Options were ascribed the following value:
Using the Black Scholes option pricing model and based on the assumptions set out below,
the CEO Options were ascribed the following value:
AAssssuummppttiioonnss::
Valuation date
AAssssuummppttiioonnss::
Market price of shares
Valuation date
Exercise price
Market price of shares
Expiry date (length of time from issue)
Exercise price
Risk free interest rate
Expiry date (length of time from issue)
Volatility
Risk free interest rate
Indicative Value of CEO Option (cents)
Volatility
Total Value of CEO Options
Indicative Value of CEO Option (cents)
Options holdings held by key management personnel
Total Value of CEO Options
Options holdings held by key management personnel
Directors
Exercised
Granted
Other
(i)
Balance
30.06.22
Balance
01.07.21
Balance
01.07.21
11,854,951
Granted
-
Exercised
-
Other
(i)
(8,854,951)
Balance
30.06.22
3,000,000
17 December 2020
$0.245
17 December 2020
$0.250
$0.245
8 November 2023 – 2.89 years
$0.250
0.25%
8 November 2023 – 2.89 years
75%
0.25%
0.1158
75%
$579,069
0.1158
Total
vested
30.06.22
Total
vested
-
30.06.22
Vested &
exercisable
30.06.22
Vested &
exercisable
-
30.06.22
$579,069
Vested &
un-
exercisable
Vested &
30.06.22
un-
exercisable
-
30.06.22
3,108,993
11,854,951
-
3,108,993
5,000,000
-
-
5,000,000
Expired
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,108,993)
(8,854,951)
1,000,000
3,000,000
-
(2,108,993)
-
1,000,000
-
-
-
-
-
5,000,000
-
-
5,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Directors
Warwick
Grigor
Dr Andy
Warwick
Goodwin
Grigor
Michael
Dr Andy
Quinert
Goodwin
Michael
Michael
Bell
Quinert
Aditya
Michael
Asthana
Bell
Aditya
i.
Asthana
i.
Expired
Performance rights issued as part of remuneration for the year ended 30 June 2022
Performance rights issued as part of remuneration for the year ended 30 June 2022
13 | P a g e
13 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
No Performance rights were issued to key management personnel as part of compensation
during the year.
Performance rights holdings held by key management personnel
29
Directors
Warwick
Grigor
Dr Andy
Goodwin
Michael
Quinert
Michael
Bell
Aditya
Asthana
Balance
01.07.21
Granted
Vested
Other
(i)
Balance
30.06.22
-
-
-
-
60,000
-
-
-
-
-
-
-
-
-
60,000
-
-
-
-
-
-
-
-
-
-
Shareholdings held by key management personnel
Balance
01.07.21
18,883,772
2,008,993
-
-
-
Directors
Warwick
Grigor
Dr Andy
Goodwin
Michael
Quinert
Michael
Bell
Aditya
Asthana
i.
ii.
Granted
Exercise of
options
Acquired
Other
-
-
-
-
-
-
-
-
-
-
200,000 (i)
-
80,000 (i)
134,000 (i)
-
-
-
-
Balance
30.06.22
19,083,772
2,008,993
80,000
134,000
-
60,000 (ii)
60,000
Shares purchased on the market by these KMP.
Shares issued upon vesting of performance rights in the year.
Transactions with other related parties
There were no loans or other transactions with key management personnel.
No remuneration consultants were utilised at this point in the Company’s development.
Voting Rights
At the 2021 Annual General Meeting held on 25 November 2021 there were 4.33% of the votes
against the adoption of the remuneration report.
End of audited Remuneration Report
14 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
30
Auditor’s independence
The Directors received the independence declaration from the auditor of First Graphene
Limited as stated on page 18.
Non-audit services
During the period BDO Corporate Tax (WA) Pty Ltd was paid $50,668 for the provision of
taxation services (2021: $50,454). BDO Corporate Tax (WA) Pty Ltd is an affiliate member of
BDO Audit (WA) Pty Ltd. Refer to Note 22 for further details
The board of directors has considered the position and is satisfied the provision of the non-
audit services is compatible with the general standard of independence for auditors imposed
by the Corporations Act 2001. The directors are satisfied the provision of non-audit services
by the auditor, as set out in Note 22, did not compromise the auditor independence
requirements of the Corporations Act 2001 for the following reasons:
• all non-audit services have been reviewed by the board to ensure they do not impact
the impartiality and objectivity of the auditor
• none of the services undermine the general principles relating to auditor
independence as set out in APES 110 Code of Ethics for Professional Accountants
Signed in accordance with a Resolution of the Directors.
Michael Bell
Managing Director and Chief Executive Officer
Dated at Perth this 31st day of August 2022
.
Corporate Governance Statement
The Company's full Corporate Governance Statement is available on the Company's website,
www.firstgraphene.net/corporate/corporate-governance.html.
A completed Appendix 4G and the full Corporate Governance Statement have been lodged
with the Australian Securities Exchange as required under Listing Rules 4.7.3 and 4.7.4.
Annual General Meeting
The Company’s Annual General Meeting will be held on 17th October 2022.
Details will be included in the Annual report and the Notice of Meeting, which will be issued
in due course.
15 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
Auditor’s Independence Declaration
31
16 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
32
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 30 June 2022
Note
2022
$
2021
$
Continuing operations
Revenue from contracts with customers
3
4(a)
4(b)
4(c)
4(d)
4(e)
5(a)
5(b)
6
Cost of goods sold
Gross profit
Other income
Research & development
Selling & marketing
Mineral lease maintenance
General & administrative
Operating loss
Finance income
Finance expense
Loss from continuing operations before
tax
Income tax (expense)/benefit
Loss for the year
Other comprehensive income
Items which may be reclassified to
profit or loss
Exchange differences arising on
translation of foreign operations
Other comprehensive income for the year
Total comprehensive loss for the year
723,323
341,869
(555,648)
(266,236)
167,675
75,633
1,241,941
962,301
(1,599,816)
(2,614,609)
(875,857)
(486,502)
(98,902)
(272,278)
(3,562,113)
(3,920,375)
(4,727,073)
(6,255,830)
2,377
1,892
(308,413)
(30,819)
(5,033,108)
(6,284,757)
-
-
(5,033,108)
(6,284,757)
(102,940)
(102,940)
9,488
9,488
(5,136,048)
(6,275,269)
17 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
33
Consolidated Statement of Profit or Loss and Other
Comprehensive Income (continued)
For the year ended 30 June 2022
Loss for the year attributable to:
Owners of First Graphene Limited
Non-Controlling interests
Total comprehensive loss for the year attributable
to:
Owners of First Graphene Limited
Non-Controlling interests
Loss per share for the year attributable to
the owners of First Graphene Limited
Basic (loss) per share (cents per share)
Loss per share (cents per share)
7
7
(5,017,487)
(6,297,424)
(15,621)
12,667
(5,033,108)
(6,284,757)
(5,120,427)
(6,287,936)
(15,621)
12,667
(5,136,048)
(6,275,269)
(0.91)
(0.91)
(1.19)
(1.19)
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes
18 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
34
Consolidated Statement of Financial Position
At 30 June 2022
Note
2022
$
2021
$
Assets
Current assets
Cash and cash equivalents
Inventories
Trade and other receivables
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Right of use asset
Inventories
Intangible assets
Other assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Employee liabilities
Financial liabilities
Lease liabilities
Total current liabilities
Non-current liabilities
Lease liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Capital and reserves attributable to
owners of First Graphene Limited
Non-controlling interest
Total equity
8
9
10
11
9
12
13
15
16
7,004,724
1,821,713
167,744
225,801
7,076,580
1,152,872
86,015
817,234
9,219,982
9,132,701
2,854,654
162,179
2,851,875
118,155
211,908
6,198,770
15,418,752
585,702
139,189
6,135,251
178,489
7,038,631
-
-
2,666,643
342,590
3,528,896
101,652
220,805
6,860,586
15,993,287
1,321,261
154,117
4,934,817
359,297
6,769,492
-
-
7,038,631
8,380,121
6,769,492
9,223,795
102,845,907
5,738,367
98,808,042
5,607,362
(100,389,940)
(95,361,902)
8,194,334
9,053,502
185,787
8,380,121
170,293
9,223,795
The above consolidated statement of financial position should be read in conjunction with the accompanying
notes
19 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
5
9
7
,
3
2
2
,
9
)
8
6
6
,
0
4
1
(
)
8
0
1
,
3
3
0
,
5
(
)
7
7
7
,
3
7
1
,
5
(
l
a
t
o
T
$
-
-
0
0
0
,
0
0
5
,
1
-
7
8
1
,
0
1
2
,
2
)
3
2
9
,
8
1
(
9
3
8
,
8
3
6
-
3
9
2
,
0
7
1
)
1
3
7
,
5
1
(
)
1
3
7
,
5
1
(
$
-
-
5
2
2
,
1
3
-
-
-
-
-
n
o
N
g
n
i
l
l
o
r
t
n
o
c
s
t
s
e
r
e
t
n
i
-
-
-
-
-
-
-
)
8
4
5
,
0
1
(
)
7
8
4
,
7
1
0
,
5
(
)
5
3
0
,
8
2
0
,
5
(
-
0
1
1
0
1
1
-
-
)
5
2
2
,
1
3
(
-
-
-
-
-
-
-
-
-
-
-
-
)
1
2
1
,
0
3
1
(
)
1
2
1
,
0
3
1
(
)
2
0
9
,
1
6
3
,
5
9
(
)
1
5
8
,
5
4
(
0
9
5
,
3
1
d
e
t
a
l
u
m
u
c
c
A
s
e
s
s
o
l
$
r
e
h
t
O
e
v
r
e
s
e
R
$
n
o
i
t
a
l
s
n
a
r
T
e
v
r
e
s
e
r
$
1
2
1
,
0
8
3
,
8
7
8
7
,
5
8
1
)
8
3
9
,
9
8
3
,
0
0
1
(
)
6
6
9
,
6
7
(
)
0
3
5
,
6
1
1
(
8
8
4
,
9
)
7
5
7
,
4
8
2
,
6
(
7
6
6
,
2
1
)
4
2
4
,
7
9
2
,
6
(
)
9
6
2
,
5
7
2
,
6
(
7
6
6
,
2
1
)
4
2
4
,
7
9
2
,
6
(
-
0
0
0
,
8
9
8
-
5
2
8
,
7
9
1
,
2
1
3
8
,
9
1
4
)
7
7
9
,
2
6
2
(
-
-
-
-
-
)
6
0
2
,
5
2
(
-
-
-
-
-
2
0
2
,
7
6
4
-
-
-
-
-
-
-
6
0
2
,
5
2
5
8
3
,
6
4
2
,
2
1
2
3
8
,
2
8
1
)
0
8
6
,
1
3
5
,
9
8
(
)
7
5
0
,
1
7
(
2
0
1
,
4
-
8
8
4
,
9
8
8
4
,
9
-
-
-
-
-
-
e
v
r
e
s
e
r
n
o
i
t
p
O
e
v
r
e
s
e
r
$
$
d
e
s
a
b
e
r
a
h
S
s
t
n
e
m
y
a
p
d
e
u
s
s
I
l
a
t
i
p
a
C
$
y
t
i
u
q
E
n
i
s
e
g
n
a
h
C
f
o
t
n
e
m
e
t
a
t
S
d
e
t
a
d
i
l
o
s
n
o
C
2
2
0
2
e
n
u
J
0
3
d
e
d
n
e
r
a
e
y
e
h
t
r
o
F
-
-
-
-
-
-
-
-
-
-
-
-
3
2
6
,
9
3
6
,
5
2
4
0
,
8
0
8
,
8
9
-
-
-
-
-
-
-
9
3
8
,
0
1
3
0
0
0
,
0
0
5
,
1
-
7
8
1
,
0
1
2
,
2
)
3
2
9
,
8
1
(
0
0
0
,
8
2
3
-
-
-
s
r
e
n
w
o
s
a
y
t
i
c
a
p
a
c
r
i
r
o
f
s
s
o
l
e
v
i
s
n
e
h
e
r
p
m
o
c
l
a
t
o
T
n
o
i
t
a
l
s
n
a
r
t
y
c
n
e
r
r
u
c
n
g
e
r
o
F
i
r
a
e
y
e
h
t
1
2
0
2
y
l
u
J
1
t
a
s
A
r
a
e
y
e
h
t
r
o
f
s
s
o
L
e
h
t
n
i
s
r
e
n
w
o
h
t
i
w
s
n
o
i
t
c
a
s
n
a
r
T
e
h
t
g
n
i
r
u
d
s
t
n
e
m
e
c
a
p
e
r
a
h
S
l
-
n
o
n
h
t
i
w
s
n
o
i
t
c
a
s
n
a
r
T
t
n
e
m
y
a
p
d
e
s
a
b
e
r
a
h
S
t
s
e
r
e
t
n
i
g
n
i
l
l
o
r
t
n
o
c
s
t
s
o
c
e
u
s
s
i
e
r
a
h
S
s
n
o
i
t
c
a
s
n
a
r
t
d
e
u
s
s
i
s
e
r
a
h
S
r
a
e
y
)
0
0
6
,
8
1
(
0
0
6
,
8
1
s
t
h
g
i
r
e
c
n
a
m
r
o
f
r
e
p
f
o
g
n
i
t
s
e
V
-
-
2
6
8
,
1
3
9
,
5
6
0
9
,
5
4
8
,
2
0
1
s
e
s
s
o
l
l
d
e
t
a
u
m
u
c
c
a
o
t
r
e
f
s
n
a
r
T
2
2
0
2
e
n
u
J
0
3
2
0
2
,
7
6
4
7
6
1
,
6
1
4
,
5
9
1
8
,
8
7
7
,
5
9
0
2
0
2
y
l
u
J
1
t
a
s
A
-
-
-
-
-
-
-
-
-
-
-
-
-
6
5
4
,
3
2
2
-
-
r
o
f
s
s
o
l
e
v
i
s
n
e
h
e
r
p
m
o
c
l
a
t
o
T
n
o
i
t
a
l
s
n
a
r
t
y
c
n
e
r
r
u
c
n
g
e
r
o
F
i
r
a
e
y
e
h
t
r
o
f
s
s
o
L
r
a
e
y
e
h
t
0
0
0
,
8
9
8
-
5
2
8
,
7
9
1
,
2
5
7
3
,
6
9
1
)
7
7
9
,
2
6
2
(
s
r
e
n
w
o
s
a
y
t
i
c
a
p
a
c
r
i
e
h
t
n
i
s
r
e
n
w
o
h
t
i
w
s
n
o
i
t
c
a
s
n
a
r
T
e
h
t
g
n
i
r
u
d
s
t
n
e
m
e
c
a
p
e
r
a
h
S
l
-
n
o
n
h
t
i
w
s
n
o
i
t
c
a
s
n
a
r
T
t
n
e
m
y
a
p
d
e
s
a
b
e
r
a
h
S
t
s
e
r
e
t
n
i
g
n
i
l
l
o
r
t
n
o
c
s
t
s
o
c
e
u
s
s
i
e
r
a
h
S
s
n
o
i
t
c
a
s
n
a
r
t
d
e
u
s
s
i
s
e
r
a
h
S
r
a
e
y
)
2
0
2
,
7
6
4
(
-
-
s
e
s
s
o
l
l
d
e
t
a
u
m
u
c
c
a
o
t
r
e
f
s
n
a
r
T
35
e
g
a
P
|
0
2
5
9
7
,
3
2
2
,
9
3
9
2
,
0
7
1
)
2
0
9
,
1
6
3
,
5
9
(
)
1
5
8
,
5
4
(
0
9
5
,
3
1
-
3
2
6
,
9
3
6
,
5
2
4
0
,
8
0
8
,
8
9
1
2
0
2
e
n
u
J
0
3
e
t
o
n
g
n
i
y
n
a
p
m
o
c
c
a
e
h
t
h
t
i
w
n
o
i
t
c
n
u
n
o
c
n
j
i
d
a
e
r
e
b
d
u
o
h
s
l
y
t
i
u
q
e
n
i
s
e
g
n
a
h
c
f
o
t
n
e
m
e
t
a
t
s
d
e
t
a
d
i
l
o
s
n
o
c
e
v
o
b
a
e
h
T
FGR ANNUAL REPORT FY2022ASX:FGR l
36
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
R&D and grant funding received
Other income
Note
2022
$
2021
$
606,947
334,087
(6,250,674)
(8,337,427)
2,377
-
1,241,941
-
1,892
(20,052)
593,316
353,226
Net cash outflows from operating activities
19
(4,399,409)
(7,074,958)
Cash flows from investing activities
Payments for property, plant and equipment
Proceeds from sale of property, plant and
equipment
Payments for intellectual property
(44,576)
(1,468,502)
-
(46,000)
15,759
(71,741)
Net cash outflows from investing activities
(90,576)
(1,524,484)
Cash flow from financing activities
Proceeds from placement of shares
Proceeds from the exercise of options
Payment of share issue/capital raising costs
Proceeds from convertible note
Finance lease payments
Net cash inflows from financing activities
-
898,000
1,617,372
2,790,642
(18,923)
(19,133)
3,000,000
4,102,000
(180,808)
(151,487)
4,417,641
7,620,022
Net decrease in cash and cash equivalents
(72,344)
(979,420)
Cash and cash equivalents at beginning of the year
7,076,580
8,053,134
Effect of exchange rate fluctuations on cash held
488
2,866
Cash and cash equivalents at end of the year
8
7,004,724
7,076,580
The above consolidated statement of cash flows should be read in conjunction with the
accompanying note
21 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
37
Notes to the Consolidated Financial Statements
1. Basis of Preparation
First Graphene Limited (“First Graphene” or the “Company”) is a for-profit company limited by
shares, incorporated and domiciled in Australia, whose shares are publicly traded on the
Australian Securities Exchange. Its registered office and principal place of business is:
First Graphene Limited
1 Sepia Close
Henderson WA 6166
A description of the nature of operations and principal activities of FGR and its subsidiaries
(collectively, the “Group”) is included in the Chief Executive Officer’s Report, which is not part
of these financial statements.
The financial statements were authorised for issue in accordance with a resolution of the
directors on 30 August 2022.
The financial report is a general-purpose financial report which:
• has been prepared in accordance with the requirements of the Corporations Act 2001,
Australian Accounting Standards and other authoritative pronouncements of the
Australian Accounting Standards Board (AASB) and complies with International
Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB);
• has been prepared on a historical cost basis except for assets and liabilities and share-
based payments which are required to be measured at fair value. The basis of
measurement is discussed further in the individual notes;
•
is presented in Australian dollars;
Accounting policies
New standards, interpretation and amendments adopted by the Group
The accounting policies adopted in the preparation of the consolidated financial statements
are consistent with those followed in the preparation of the Group’s annual consolidated
financial statements for the year ended 30 June 2021, except for the adoption of new
accounting standards and interpretations effective for annual periods beginning 1 July 2021.
The effect of the adoption of these new accounting standards and interpretations did not
have a material impact on the annual consolidated financial statements of the Group, the
nature and effect of which is discussed below.
The Group has not early adopted any other standard, interpretation or amendment that has
been issued but is not yet effective.
22 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
38
Notes to the Consolidated Financial Statements
Going Concern
The financial report is a general purpose financial report which has been prepared on a going
concern basis and in accordance with Australian Accounting Standards, the Corporations Act
2001 and other authoritative pronouncements of the Australian Accounting Standards
Board.
Statement of compliance
The financial report complies with Australian Accounting Standards as issued by the
Australian Accounting Standards Board. The financial report also complies with International
Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board.
The following Standards and Interpretations have been issued by the AASB, are relevant to
the Group, but are not yet effective and have not been adopted by the Group for the period
ending 30 June 2022. Unless otherwise stated, the Group has yet to fully assess the impact of
these Standards and Interpretations when applied in future periods.
Basis of consolidation
The consolidated financial statements comprise the financial statements of First Graphene
Limited and its subsidiaries as at 30 June 2022 (the Group).
Control is achieved when the Group is exposed, or has rights, to variable returns from its
involvement with the investee and has the ability to affect those returns through its power
over the investee. Specifically, the Group controls an investee if and only if the Group has:
• Power over the investee (i.e. existing rights that give the current ability to direct the
relevant activities of the investee);
• Exposure, or rights, to variable returns from its involvement with the investee; and
• The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the
Group considers all relevant facts and circumstances in assessing whether it has power over
an investee, including:
• The contractual arrangement with the other voting holders of the investee
• Rights arising from other contractual arrangements
• The Group’s voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control. Consolidation
of a subsidiary begins when the Group obtains control over the subsidiary and ceases when
the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in the statement of
comprehensive income from the date the Group gains control until the date the Group ceases
to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the
equity holders of the parent of the Group and to the non-controlling interests, even if this
results in the non-controlling interests having a deficit balance. When necessary, adjustments
are made to the financial statements of subsidiaries to bring their accounting policies into
line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group are
eliminated in full on consolidation.
23 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
39
Notes to the Consolidated Financial Statements
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for
as an equity transaction. If the Group loses control over a subsidiary, it:
• De-recognises the assets (including goodwill) and liabilities of the subsidiary
• De-recognises the carrying amount of any non-controlling interests
• De-recognises the cumulative translation differences recorded in equity
• Recognises the fair value of the consideration received
• Recognises the fair value of any investment retained’
• Recognises any surplus or deficit in profit or loss
• Reclassifies the parent’s share of components previously recognised in OCI to profit or
loss or retained earnings, as appropriate, as would be required if the Group had directly
disposed of the related assets or liabilities
Foreign currency translation
The financial report is presented in Australian dollars, which is First Graphene Limited’s
functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation at financial year-end exchange
rates of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the
exchange rates at the reporting date. The revenues and expenses of foreign operations are
translated into Australian dollars using the average exchange rates, which approximate the
rate at the date of the transaction, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net
investment is disposed of.
OTHER ACCOUNTING POLICIES
Significant and other accounting policies that summarise the measurement basis used and
are relevant to an understanding of the financial statements are provided throughout the
notes to the financial statements. Where possible, wording has been simplified to provide
clearer commentary on the financial report of the Group. Accounting policies determined
non-significant are not included in the financial statements. There have been no changes to
the Group’s accounting policies that are no longer disclosed in the financial statements.
The Notes To The Financial Statements
The notes include information which is required to understand the financial statements and
is material and relevant to the operations and the financial position and performance of the
Group. Information is considered relevant and material if, for example:
•
•
•
the amount is significant due to its size or nature;
the amount is important for understanding the results of the Group;
it helps to explain the impact of significant changes in the Group’s business; or
24 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
40
Notes to the Consolidated Financial Statements
•
it relates to an aspect of the Group’s operations that is important to its future
performance.
The notes are organised into the following sections:
• Performance for the year;
• Operating assets and liabilities;
• Capital structure and risk;
• Other disclosures.
A brief explanation is included under each section.
Performance For the Year
This section focuses on the results and performance of the Group. This covers both
profitability and the resultant return to shareholders via earnings per share combined with
cash generation.
KEY ESTIMATES AND JUDGEMENTS
In the process of applying the Group’s accounting policies, management has made a number
of judgements and applied estimates of future events. Judgements and estimates which are
material to the financial report are found in the following notes.
Share Based Payments Estimates
Judgement has been exercised in calculating the value of share based payments. The closing
price of share sales on the day of the award of the share based payment is used for calculating
the fair value of the payment.
Convertible notes carried at fair value
On initial recognition, the value of the convertible notes was calculated based on the
proceeds received. At the reporting date, the fair value of the conversion options within the
convertible loan has been assessed to be nil and credit risk has not changed from inception
of the loan.
Inventories
Net realisable value tests are performed at each reporting date and represent the estimated
future sales price of the product based on prevailing spot metals process at the reporting
date, less estimated costs to complete production and bring the product to sale. Inventory
held at 30 June 2022 relates to raw material, work in progress and finished goods and is held
at net realisable value.
The provision for impairment of inventories assessment requires a degree of estimation and
judgement. The level of any provision is assessed by considering recent sales experience, the
ageing of inventories, damaged, obsolete, slow moving inventories and other factors that
affect inventory obsolescence.
25 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
41
Notes to the Consolidated Financial Statements
2. Segment reporting
Identification of reportable segments
The Group has identified its operating segments based on the internal reports which are
reviewed and used by the Board (the chief operating decision makers) in assessing
performance and in determining the allocation of resources.
The existing operating segments are identified by management based on the way the Group’s
operations were carried out during the financial year. Discrete financial information about
each of these operating businesses is reported to the Board on a monthly basis.
The reportable segments are based on aggregated operating segments determined by the
similarity of the asset base and revenue or income streams, as these are the sources of the
Group’s major risks and have the most effect on the rates of return. The Group’s segment
information for the current reporting period is reported based on the following segments:
Graphene production
As the Company expands its graphene production and inventory, the Board monitors the
Company based on actual verses budgeted expenditure incurred.
Research and development
As the Company expands its research inhouse and in conjunction with third parties, the Board
monitors the Company based on actual verses budgeted expenditure incurred.
Corporate services
This segment reflects the overheads associated with maintaining the ASX listed FGR
corporate structure, identification of new assets and general management of an ASX listed
entity.
Mining Asset Maintenance
Although the Company has suspended its mineral exploration and development in Sri Lanka
the Board monitors the Company based on actual verses budgeted expenditure incurred.
26 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
42
l
a
t
o
T
$
1
2
0
2
2
2
0
2
1
2
0
2
t
e
s
s
A
g
n
n
M
i
i
e
c
n
a
n
e
t
n
a
M
i
$
2
2
0
2
1
2
0
2
2
2
0
2
1
2
0
2
2
2
0
2
1
2
0
2
2
2
0
2
$
$
$
s
e
c
i
v
r
e
S
e
t
a
r
o
p
r
o
C
l
t
n
e
m
p
o
e
v
e
D
&
h
c
r
a
e
s
e
R
n
o
i
t
c
u
d
o
r
P
e
n
e
h
p
a
r
G
s
s
e
n
i
s
u
B
t
n
e
m
g
e
S
s
t
n
e
m
e
a
t
S
t
l
i
a
c
n
a
n
i
F
d
e
a
d
t
i
l
o
s
n
o
C
e
h
t
o
t
t
s
e
o
N
9
6
8
,
1
4
3
9
6
8
,
1
4
3
3
2
3
,
3
2
7
3
2
3
,
3
2
7
2
9
8
,
1
7
7
3
,
2
-
-
-
-
-
-
-
-
2
9
8
,
1
7
7
3
,
2
-
-
-
-
-
-
)
7
5
7
,
4
8
2
,
6
(
)
8
0
1
,
3
3
0
,
5
(
)
9
2
2
,
8
3
2
(
)
2
0
9
,
8
9
(
)
8
9
8
,
3
1
5
,
3
(
)
4
8
9
,
7
3
5
,
3
(
)
9
5
5
,
2
7
5
,
2
(
)
2
2
2
,
6
9
3
,
1
(
9
2
9
,
9
3
-
-
-
9
6
8
,
1
4
3
9
6
8
,
1
4
3
3
2
3
,
3
2
7
3
2
3
,
3
2
7
3
1
8
,
8
8
7
4
1
1
,
8
5
4
5
7
0
,
8
1
6
3
1
,
2
7
1
-
-
-
-
3
7
0
,
1
4
6
6
2
,
5
4
9
1
3
,
0
8
9
0
7
,
1
3
1
2
4
,
7
6
6
9
3
1
,
1
8
3
-
0
3
9
,
2
1
1
5
7
0
,
8
1
0
5
5
,
7
2
-
7
5
6
,
1
3
7
8
2
,
3
9
9
,
5
1
1
5
7
,
8
1
4
,
5
1
9
6
2
,
2
3
7
6
4
,
4
1
7
5
,
6
1
8
,
7
3
8
5
,
0
7
6
,
6
1
1
3
,
6
0
4
,
3
8
6
3
,
4
4
9
,
3
6
3
1
,
8
3
7
,
4
2
3
3
,
9
9
7
,
4
1
9
4
,
9
6
7
,
6
1
3
6
,
8
3
0
,
7
5
2
2
,
8
2
2
8
,
2
1
0
0
,
2
4
3
,
6
9
4
0
,
7
7
6
,
6
7
5
5
,
9
3
2
0
5
5
,
4
8
1
8
0
7
,
9
7
1
0
1
2
,
4
7
1
m
o
r
f
e
u
n
e
v
e
R
e
m
i
t
n
i
i
t
n
o
P
s
r
e
m
o
t
s
u
c
l
a
n
r
e
t
x
e
i
n
o
i
t
a
c
e
r
p
e
D
n
o
i
t
a
s
i
t
r
o
m
A
e
s
n
e
p
x
e
g
n
i
t
a
r
e
p
O
)
s
s
o
l
(
/
t
i
f
o
r
P
e
s
n
e
p
x
e
t
s
e
r
e
t
n
I
e
u
n
e
v
e
r
t
n
e
m
g
e
S
s
t
e
s
s
a
t
n
e
m
g
e
S
s
e
i
t
i
l
i
b
a
i
l
t
e
s
s
a
d
e
s
i
m
o
r
p
a
f
o
e
g
a
P
|
7
2
l
i
o
r
t
n
o
c
s
n
a
t
b
o
r
e
m
o
t
s
u
c
e
h
t
e
s
u
a
c
e
b
s
i
s
i
h
T
.
a
i
r
e
t
i
r
c
e
m
i
t
n
i
i
t
n
o
p
e
h
t
g
n
i
s
u
,
5
1
S
R
F
I
r
e
d
n
u
e
u
n
e
v
e
r
s
e
s
i
n
g
o
c
e
r
p
u
o
r
G
e
h
T
:
o
t
d
e
t
i
m
i
l
t
o
n
e
r
a
t
u
b
,
e
d
u
c
n
l
i
s
n
o
i
t
a
r
e
d
i
s
n
o
C
.
n
o
i
t
a
g
i
l
b
o
e
c
n
a
m
r
o
f
r
e
p
a
s
e
i
f
s
i
t
a
s
y
t
i
t
n
e
e
h
t
d
n
a
t
e
s
s
a
e
h
t
i
f
o
p
h
s
r
e
n
w
o
f
o
s
d
r
a
w
e
r
d
n
a
s
k
s
i
r
t
n
a
c
i
f
i
n
g
i
s
e
h
t
s
a
h
r
e
m
o
t
s
u
c
e
h
T
r
e
m
o
t
s
u
c
e
h
t
o
t
t
e
s
s
a
e
h
t
f
o
n
o
i
s
s
e
s
s
o
p
l
a
c
i
s
y
h
p
d
e
r
r
e
f
s
n
a
r
t
s
a
h
y
t
i
t
n
e
e
h
T
.
t
e
s
s
a
e
h
t
d
e
t
p
e
c
c
a
s
a
h
r
e
m
o
t
s
u
c
e
h
T
t
e
s
s
a
e
h
t
r
o
f
t
n
e
m
y
a
p
o
t
t
h
g
i
r
t
n
e
s
e
r
p
a
s
a
h
y
t
i
t
n
e
e
h
T
t
e
s
s
a
e
h
t
o
t
e
l
t
i
t
l
a
g
e
l
s
a
h
r
e
m
o
t
s
u
c
e
h
T
•
•
•
•
•
WORLD LEADING MATERIALS TECHNOLOGY
43
Notes to the Consolidated Financial Statements
Geographical areas
In presenting the information on the basis of geographical areas, segment revenue is based
on the geographical location of operations. Segment assets are based on the geographical
location of the assets.
Geographical segments
Australia
United Kingdom
Sri Lanka
Total
2022
$
Revenue
723,323
-
-
723,323
Total Assets
14,856,052
558,232
4,467
15,418,751
2021
$
Revenue
341,869
-
-
341,869
Total Assets
9,252,761
482,374
6,258,152
15,993,287
Reconciliation of segment assets and liabilities to the Statement of financial Position
Reconciliation of segment assets to the Statement of Financial Position
Total segments assets
Inter-segment elimination
Total assets per statement of financial position
2022
$
20,787,048
(5,368,297)
15,418,751
2021
$
23,160,997
(7,167,710)
15,993,287
Reconciliation of segment liabilities to the Statement of Financial Position
Total segments liabilities
Inter-segment elimination
Total liabilities per statement of financial position
2022
$
23,086,033
(16,047,402)
7,038,631
2021
$
23,255,662
(16,486,171)
6,769,491
28 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
44
Notes to the Consolidated Financial Statements
3. Revenue from contracts with customers
Accounting Policy
The Group accounts for a contract when it has approval and commitment from both
parties, the rights of the parties are identified, payment terms are identified, the contract
has commercial substance and collectability of the consideration is probable.
Revenues from product sales are recognised when an identified performance obligation
is satisfied, and the customer obtains and accepts control of the Company’s product.
Sales of product generally occur at a point in time, typically upon delivery to the customer.
Taxes collected from customers relating to product and service sales and remitted to
governmental authorities are excluded from revenues. The Company expenses
incremental costs of obtaining a contract as and when incurred because the expected
amortisation period of the asset that the Company would have recognised is one year or
less.
Types of goods
Sale of graphene/related services
Total revenue from contracts with customers
Notes
2022
$
723,323
723,323
2021
$
341,869
341,869
4. Operating expenses and other income
Accounting Policy
All revenue is stated net of the amount of goods and services tax (GST).
Other revenue includes R&D credits received from the Australian & UK tax government.
Government Grants
Grants from the government are recognised at their fair value where there is a reasonable
assurance that the grant will be received and the Group satisfies all attached conditions.
When the grant relates to an expense item, it is recognised as income over the periods
necessary to match the grant on a systematic basis to the costs that it is intended to
compensate.
When the grant relates to an asset, the fair value is credited against the asset and is released
to the Statement of Profit or Loss and Other Comprehensive Income over the expected useful
life of the relevant asset by equal annual instalments.
Where a grant is received in relation to the tax benefit of research and development costs, the
grant shall be credited to other income in the Statement of Profit or Loss and Other
Comprehensive Income in the year of receipt.
29 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
45
Notes to the Consolidated Financial Statements
Depreciation
Depreciation is calculated on a straight-line basis to write off the net cost of each item of
property, plant and equipment (excluding land) over their expected useful lives as follows:
Plant and equipment 3-15 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if
appropriate, at each reporting date.
Other revenue and expenses from continuing operations:
Notes
(a)
(b)
Other income
R&D and grant income
Government grants related to COVID19
Profit on sale of property, plant &
equipment
Research & development
Employee expenses
Consultant and research programs
Legal and taxation expenses
Depreciation
Amortisation
Impairment of intangible assets
Impairment of inventory
Other
(c)
Selling & marketing
Employee expenses
Advertising & promotion
Depreciation
Other
(d) Mining lease maintenance
Employee expenses
Rent of premises
Other
(e)
General & administrative
Employee expenses
Director, finance & company secretarial
fees
Legal & other professional fees
ASX listing, share registry and other
corporate costs
Depreciation
Amortisation
Share based payment expense
Rent of premises
Insurances
Other
2022
$
1,241,941
-
-
1,241,941
535,053
707,202
9,531
31,709
27,550
-
-
288,770
1,599,816
562,780
139,554
2,437
171,087
875,857
32,842
41,279
24,781
98,902
2021
$
684,186
262,356
15,759
962,301
938,419
933,307
67,286
64,148
18,075
250,000
(4,680)
348,054
2,614,609
182,125
202,074
1,101
101,203
486,502
63,118
57,919
151,241
272,278
1,543,352
1,362,164
47,189
505,377
148,510
42,830
112,930
463,839
-
79,270
618,817
3,562,113
573,168
863,860
153,011
39,972
-
419,831
15,740
71,269
421,360
3,920,375
30 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
46
Notes to the Consolidated Financial Statements
5. Finance income and expense
Accounting Policy
Interest revenue is recognised on a proportional basis taking into account the interest rates
applicable to the financial assets.
Dividend revenue is recognised when the right to receive a dividend has been established.
Dividends received from associates and joint venture entities are accounted for in accordance
with the equity method of accounting.
(a)
Interest income on bank deposits
Finance income
Finance expense
((bb))
Interest expense
Foreign exchange (loss)/gain - unrealised
Notes
2022
$
2,377
2,377
(296,751)
(11,662)
(308,413)
2021
$
1,892
1,892
(20,052)
(10,767)
(30,819)
31 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
47
Notes to the Consolidated Financial Statements
6.
Income tax
Accounting Policy
Current tax is the expected tax payable on the taxable income for the year, using tax rates
enacted or substantially enacted at the reporting date, and any adjustment to tax payable in
respect of previous years. The major components of income tax expense are:
A reconciliation between tax expense and the product of accounting profit before income
tax multiplied by the Group’s applicable income tax rate is as follows:
Income Tax Expense
Income tax expense/(benefit)
(a)
Current tax
Deferred tax
Under/(over) provision in prior years
Total income tax expense
((bb)) Amounts recognised directly in equity
Aggregate current and deferred tax arising in the
reporting period and not recognised in net profit or
loss or other comprehensive income but directly
debited or credited in equity
Current tax
Deferred tax
2022
$
-
-
-
-
-
-
-
-
2021
$
-
-
-
-
-
-
-
-
(c) Reconciliation of income tax expense to prima
facie tax payable
-
Loss before income tax from all activities
- Prima facie income tax benefit on loss before
income tax at 30% (2021:30%)
- Entertainment
- Share based payments
- Non-assessable income
- Other permanent differences
- Deferred tax assets not brought to account
Income tax expense/(benefit)
The applicable weighted average effective tax rates
(5,017,488)
(8,379,866)
(1,254,372)
(2,513,960)
4,553
115,960
(211,978)
40,830
85,518
-
0%
3,935
125,949
(139,196)
761,472
130,016
-
0%
(d) Deferred tax liability
Prepaid expenditure
PPE
Other temporary differences
Off-set of deferred tax assets
Net deferred tax liability recognised
-
-
-
-
-
-
-
-
-
-
-
-
32 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
48
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Income Tax Expense
Income Tax Expense
(e) Unrecognised deferred tax asset
Tax losses
(e) Unrecognised deferred tax asset
Capital losses
Tax losses
PPE & Leases
Capital losses
Other temporary differences
PPE & Leases
Other temporary differences
Off-set of deferred tax liabilities
Net deferred tax assets unrecognised
Off-set of deferred tax liabilities
Net deferred tax assets unrecognised
2022
$
2022
$
6,734,869
7,310,519
6,734,869
4,078
7,310,519
127,569
4,078
14,177,034
127,569
(110,890)
14,177,034
14,066,145
(110,890)
14,066,145
2021
$
2021
$
6,335,089
8,772,623
6,335,089
5,012
8,772,623
1,068,198
5,012
16,180,921
1,068,198
-
16,180,921
16,180,921
-
16,180,921
The Group has Australian revenue losses from previous years for which no deferred tax assets
have been recognised. The availability to utilise these losses in future periods is subject to
The Group has Australian revenue losses from previous years for which no deferred tax assets
review in the relevant jurisdictions.
have been recognised. The availability to utilise these losses in future periods is subject to
review in the relevant jurisdictions.
7. Loss per share
7. Loss per share
Accounting Policy
Accounting Policy
Loss per share (“LPS”) is the amount of post-tax profit attributable to each share. The group
presents basic and diluted LPS data for ordinary shares. Basic LPS is calculated by dividing the
Loss per share (“LPS”) is the amount of post-tax profit attributable to each share. The group
profit or loss attributable to ordinary shareholders of the Company by the weighted average
presents basic and diluted LPS data for ordinary shares. Basic LPS is calculated by dividing the
number of ordinary shares outstanding during the period.
profit or loss attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the period.
Diluted LPS takes into account the dilutive effect of all potential ordinary shares, being
unlisted employee share options on issue.
Diluted LPS takes into account the dilutive effect of all potential ordinary shares, being
unlisted employee share options on issue.
Weighted average ordinary shares used in
calculating basic earnings per share
Weighted average ordinary shares used in
calculating basic earnings per share
Weighted average ordinary shares used in
calculating diluted earnings per share
Weighted average ordinary shares used in
calculating diluted earnings per share
Basic loss per share - cents per share
Basic loss per share - cents per share
Diluted loss per share - cents per share
Diluted loss per share - cents per share
Number of
shares
Number of
2022
shares
2022
552,630,533
Number of
shares
Number of
2021
shares
2021
530,130,203
552,630,533
530,130,203
552,630,533
552,630,533
(0.91)
(0.91)
(0.91)
(0.91)
2022
$
2022
$
(5,017,487)
(5,017,487)
530,130,203
530,130,203
(1.19)
(1.19)
(1.19)
(1.19)
2021
$
2021
$
(6,297,424)
(6,297,424)
(5,017,487)
(6,297,424)
Loss attributable to the owners of First Graphene
used in calculating basic loss per share
Loss attributable to the owners of First Graphene
used in calculating basic loss per share
Loss attributable to the owners of First Graphene
used in calculating diluted loss per share
Loss attributable to the owners of First Graphene
used in calculating diluted loss per share
(6,297,424)
There have been no transactions involving ordinary shares between the reporting date
and the date of completion of these financial statements which would impact on the
There have been no transactions involving ordinary shares between the reporting date
above EPS calculations.
and the date of completion of these financial statements which would impact on the
above EPS calculations.
(5,017,487)
33 | P a g e
33 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
49
Notes to the Consolidated Financial Statements
8. Cash and cash equivalents
Accounting Policy
Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and
in hand. Cash at bank earns interest at floating rates based on daily bank deposit rates.
For the purposes of the Statement of Cash Flows, cash and cash equivalents comprise the
following at the end of the reporting period:
Cash at bank and in hand
2022
$
7,004,724
7,004,724
2021
$
7,076,580
7,076,580
The Group’s maximum exposure to financial risk is disclosed in note 15.
OPERATING ASSETS AND LIABILITIES
This section shows the assets used to generate the Group’s trading performance and the
liabilities incurred as a result. Liabilities relating to the Group’s financing activities are
addressed in the capital structure and finance costs section on page 41.
9.
Inventories
Accounting Policy
Raw material, work in progress, finished goods and consumables are stated at the lower of
cost and net realisable value. Cost comprises direct materials, direct labour and an
appropriate proportion of variable and fixed overhead expenditure, the latter being allocated
on the basis of normal operating capacity. Costs are assigned to individual items of inventory
on the basis of weighted average costs. Net realisable value is the estimated selling price in
the ordinary course of business less the estimated costs of completion and the estimated
costs necessary to make the sale.
Inventories expected to be sold (or consumed in the case of stores) within 12 months after the
Statement of financial position date are classified as current assets, all other inventories are
classified as non-current.
34 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
5 0
Notes to the Consolidated Financial Statements
Inventories (continued)
Total Inventories
Raw materials
Work in progress
Finished goods
Inventories Gross
Less: Provision for impairment
Carrying amount
Disclosed as:
Current
Non-current
Total inventory
10. Other assets
Prepayments
Total other assets
2022
$
1,987,200
316,598
2,411,910
4,715,708
(42,120)
4,673,588
1,821,713
2,851,875
4,673,588
2022
$
850,926
850,926
2021
$
1,859,988
350,689
2,513,211
4,723,887
(42,120)
4,681,768
1,152,872
3,528,896
4,681,768
2021
$
817,234
817,234
11. Property, plant and equipment
Accounting Policy
Plant and equipment is stated at historical cost less accumulated depreciation and
impairment. Historical cost includes expenditure which is directly attributable to the
acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of
property, plant and equipment (excluding land) over their expected useful lives as follows:
Plant and equipment 3-15 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if
appropriate, at each reporting date.
Leasehold improvements and plant and equipment under lease are depreciated over the
unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no
future economic benefit to the consolidated entity. Gains and losses between the carrying
amount and the disposal proceeds are taken to the profit or loss. Any revaluation surplus
reserve relating to the item disposed of is transferred directly to retained profits.
35 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
51
Notes to the Consolidated Financial Statements
Property, plant and equipment (continued)
Key estimates and assumptions
Useful Life of Assets
The estimation of useful lives, residual values and depreciation methods require significant
management judgements and are regularly reviewed. If they need to be modified, the
depreciation and amortisation expense is accounted for prospectively from the date of the
assessment until the end of the revised useful life (for both the current and future years).
“Capital work in progress is projects of a capital nature which usually relates to the
construction/installation of buildings, plant or equipment. Upon completion (when ready for
use) capital work in progress is transferred to the relevant asset category. Capital work in
progress is not depreciated.”
Reconciliations of the carrying value for each class of property, plant and equipment is set out
below:
30 June 2022
Carrying amount at
beginning of year
Additions
Depreciation
Movement due to
foreign exchange
Carrying amount at end
of year
30 June 2021
Carrying amount at
beginning of year
Additions
Depreciation
Movement due to foreign
exchange
Carrying amount at end
of year
Capital Work
in Progress
-
Plant and
equipment
2,600,832
Office
equipment
56,442
Motor
vehicles
9,369
625,125
-
17,543
(440,181)
5,031
(16,320)
-
(1,613)
Total
2,666,643
647,699
(458,114)
-
(1,471)
(103)
-
(1,573)
625,125
2,176,724
45,050
7,756
2,854,655
Plant and
equipment
Office
equipment
Motor
vehicles
Total
2,293,523
8,703
11,941
2,314,167
921,996
(615,689)
56,808
(9,081)
-
(2,572)
978,804
(627,342)
1,002
12
-
1,014
2,600,832
56,442
9,369
2,666,643
36 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
5 2
Notes to the Consolidated Financial Statements
12. Trade and other payables
Accounting Policy
Trade and other payables represent the liabilities for goods and services received by the entity
which remain unpaid at the end of the reporting period. The balance is recognised as a
current liability with the amounts normally paid within 30 days of recognition of the liability.
Current
Trade and other payables
Customer deposits
13. Financial liabilities
Accounting Policy
2022
$
411,492
174,210
585,702
2021
$
1,141,552
179,708
1,321,261
Convertible notes were issued by the Group which include embedded derivatives. Convertible
notes are initially recognised as financial liabilities at fair value.
On initial recognition the fair value of the convertible notes equated to the proceeds received
and subsequently the convertible note is measured at fair value. The movements are
recognised in profit and loss as finance costs except to the extent the movement is attributed
to changes in the group’s own credit risk status in which case, it is recognised in Other
Comprehensive Income.
Terms and Conditions
The Company entered into a Share Placement Agreement with Specialty Materials
Investments, LLC (the Investor) on the 27th of May 2021.
Initial deposit shares issued: 2,800,000 shares at $0.235 per share
• Total AUD amount that can be drawn down: $8,000,000
•
• Fee paid: 1,021,276 shares at $0.235 per share
• Final AUD value of shares to be issued: $8,480,000 (“subscription amount”)
• Other Terms:
• The final number of shares to be issued by the Company will be determined by
applying the Purchase Price (as set out below) to the subscription amount. The
Purchase Price will initially be equal to $0.30 per share and will reset after 10 August
2021 to the average of the five daily volume-weighted average prices selected by the
Investor during the 20 consecutive trading days immediately prior to the date of the
Investor’s notice to issue shares, rounded down to the next half a cent if the share price
is at below 50 cents and whole cent if the share price is at above 50 cents, with no
discount applicable to this formula. To the extent that Placement Shares are issued
after six months, or 12 months, the Investor will receive a discount of, respectively, 3%
or 6% to the foregoing Purchase Price formula.
• The Purchase Price will be the subject of a Floor Price of $0.16. If the Purchase Price
formula were to result in a purchase price that is less than the Floor Price, the
Company may refuse to issue shares and instead opt to repay the relevant subscription
amount in cash (with a 5% premium), subject to the Investor’s right to receive
Placement Shares at the Floor Price in lieu of such cash repayment. The Purchase Price
will not be the subject of a cap.
37 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
53
Notes to the Consolidated Financial Statements
• The Company will issue the Placement Shares in relation to all or part of each of the
above investments on the Investor’s request, during the period ending 24 months after
the date of the investment.
• The Company has retained the right (but has no obligation) to repay the subscription
amount in cash in lieu of issuing shares by way of a repayment of the subscription
amount together with the difference between the market price of the shares and the
Purchase Price (if any) in relation to the shares that would otherwise have been issued.
Current
Convertible liabilities
2022
$
6,135,251
6,135,251
2021
$
4,934,817
4,934,817
Opening Balance at 1st Jul 21 – Share Placement Agreement
Finance Charge
Funds Received - Placement 2
2,941,176 Shares at an issue price of $0.17 per Share on 10 February 2022
3,225,807 Shares at an issue price of $0.155 per Share on 25 March 2022
3,225,807 Shares at an issue price of $0.155 per Share on 8 April 2022
Closing Balance at 30th Jun 2022
4,342,000
293,251
3,000,000
(500,000)
(500,000)
(500,000)
6,135,251
CAPITAL STRUCTURE, FINANCIAL INSTRUMENTS AND RISK
This section outlines how the Group manages its capital, related financing costs and its
exposure to various financial risks. It explains how these risks affect the Group’s financial
position and performance and what the Group does to manage these risks.
The Group’s objectives when managing capital are to safeguard its ability to continue as a
going concern, so that it can continue to provide returns to shareholders and benefits for
other stakeholders and to maintain an efficient capital structure to reduce the cost of capital.
The Board’s policy in relation to capital management is to regularly and consistently monitor
future cash flows against expected expenditures for a rolling period of up to 12 months in
advance. The Board determines the Group’s need for additional funding by way of either
share issues or loan funds depending on market conditions at the time. The Board defines
working capital in such circumstances as its excess liquid funds over liabilities and defines
capital as being the ordinary share capital of the Company, plus retained earnings, reserves
and net debt. In order to maintain or adjust the capital structure, the Board may adjust the
amount of dividends paid to shareholders, return capital to shareholders, issue new shares or
reduce debt.
There were no changes in the Group’s approach to capital management during the year.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital
requirement.
38 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
54
Notes to the Consolidated Financial Statements
14. Financial Risk Management
(a)
Financial risk management
The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market
risk (currency risk and interest rate risk). The Group’s principal financial liabilities comprise
trade and other payables. The main purpose of these financial liabilities is to raise finance for
the Group’s operations. The Group has various financial assets such as trade and other
instruments and short-term
receivables, deposits with banks,
investments. The accounting policy with respect to these financial instruments is described
in note 1.
local money market
Financial risk management structure:
Board of Directors
The Board is ultimately responsible for ensuring there are adequate policies in relation to risk
oversight and management and internal control systems. The Group’s policies are designed
to ensure financial risks are identified, assessed, addressed and monitored to enable
achievement of the Group’s business objectives.
(b)
Financial risks
Credit risk
Credit risk refers to the risk a counterparty will default on its contractual obligation resulting
in financial loss to the Group. Credit risk is managed on a group basis and structures the levels
of credit risk it accepts by placing limits on its exposure to a single counterparty or group of
counterparties. The Group has no significant concentrations of credit risk.
It is the Group’s policy to place funds generated internally and from deposits with clients with
high quality financial institutions. The Group does not employ a formalised internal ratings
system for the assessment of credit exposures. Amounts due from and to clients and dealers
represents receivables sold and payables for securities purchased which have been
contracted for but not yet settled on the reporting date, respectively. The majority of these
transactions are carried out on a delivery versus payment basis, which results in securities and
cash being exchanged within a very close timeframe. Settlement balances outside standard
terms are monitored on a daily basis.
Exposure to credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security,
at the reporting date to recognised financial assets, is the carrying amount, net of any
provision for impairment of those assets, as disclosed in the statement of financial position
and the 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 Group.
The Group’s maximum exposure to credit risk without taking account of any collateral or other
credit enhancements at the reporting date was $7,004,724 (2021: $7,076,580).
39 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
Notes to the Consolidated Financial Statements
The Company banks with Westpac Banking Corporation (Westpac). Westpac’s long term
credit ratings are A+ (Fitch Ratings), Aa3 (Moody's Investors Service) and AA- (Standard &
Poor's).
55
Cash and cash
equivalents
Group
2022
$
2021
$
7,004,724
7,076,580
7,004,724
7,076,580
40 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
56
Notes to the Consolidated Financial Statements
Impairment of financial assets
The group holds trade receivables that are subject to the expected credit loss model. While
cash and cash equivalents are also subject to the impairment requirements of AASB 9, the
identified impairment loss was immaterial.
Trade receivables
The group applies the AASB 9 simplified approach to measuring the expected credit losses
which uses a lifetime expected loss allowance for all trade receivables. The expected credit
losses have been grouped based on shared credit risk characteristics and the days past due.
The expected loss rates are based on the payment profiles of sales over a period of 36 months
before 30 June 2021 and the corresponding historical credit losses experienced within this
period. The historical loss rates are adjusted to reflect current and forward- looking
information on macroeconomic factors affecting the ability of the customers to settle the
receivables.
On that basis, the loss allowance as at 30 June 2022 was determined to be nil.
Trade receivables are written off when there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, amongst others, the
failure of a debtor to engage in a repayment plan with the group and failure to make
contractual payments for a period of greater than 120 days past due.
Impairment losses on trade receivables are presented as net impairment losses within
operating profit. Subsequent recoveries of amounts previously written off are credited against
the same line item.
For the purposes of the Group’s disclosures regarding credit quality, its financial assets have
been analysed as follows:
Neither
Past Due
nor
individually
impaired
$
Past due
but not
individually
impaired
Individually
impaired
$
$
Impairment
allowance
Total
carrying
amount
$
$
Total
$
Consolidated 30 June 2022
Trade
receivables
167,744
167,744
Consolidated 30 June 2021
Trade
receivables
86,015
86,015
-
-
-
-
-
-
-
-
167,744
167,744
86,015
86,015
-
-
-
-
167,744
167,744
86,015
86,015
Financial assets past due but not individually impaired
For the purpose of this analysis an asset is considered past due when any payment due under
the contractual terms is received one day past the contractual due date. The majority of these
transactions are carried out on a delivery versus payment basis, which results in securities and
cash being exchanged within a very close timeframe. Settlement balances outside standard
terms are monitored on a daily basis. Credit risk is also mitigated as securities held for the
counterparty by the Group can ultimately be sold should the counterparty default. There were
no renegotiated financial assets during the year.
41 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
57
Notes to the Consolidated Financial Statements
Collateral pledged or held
There is no collateral held as security by the Group or its controlled entities.
Liquidity risk
Liquidity risk is the risk the Group will not be able to meet its financial obligations as they fall
due. The Group manages liquidity risk by monitoring forecast cash requirements and cash
flows.
The primary objective of the Group is to manage short-term liquidity requirements in such a
way as to minimise financial risk. The Group maintains sufficient cash resources to meet its
obligations, cash deposits are repayable on demand.
The tables below present the cash flows receivable and payable by the Group under financial
assets and liabilities by remaining contractual maturities at the reporting date. The amounts
disclosed are the contractual, undiscounted cash flows.
WWeeiigghhtteedd
aavveerraaggee
eeffffeeccttiivvee
iinntteerreesstt
rraattee
%%
FFllooaattiinngg
iinntteerreesstt
rraattee
WWiitthhiinn oonnee
yyeeaarr
$$
0.01
7,004,724
7,004,724
-
-
-
0.01
7,076,580
7,076,580
-
-
-
3300 JJuunnee 22002222
Financial assets
Cash and cash
equivalents
TToottaall FFiinnaanncciiaall
aasssseettss aatt 3300 JJuunnee
22002222
Trade and other
payables
Financial liabilities
TToottaall ffiinnaanncciiaall
lliiaabbiilliittiieess aatt 3300 JJuunnee
22002222
3300 JJuunnee 22002211
Financial assets
Cash and cash
equivalents
TToottaall FFiinnaanncciiaall
aasssseettss aatt 3300 JJuunnee
22002211
Trade and other
payables
Financial liabilities
TToottaall ffiinnaanncciiaall
lliiaabbiilliittiieess aatt 3300 JJuunnee
22002211
FFiixxeedd iinntteerreesstt
NNoonn--iinntteerreesstt bbeeaarriinngg
WWiitthhiinn
oonnee yyeeaarr
$$
11--55 yyeeaarrss
$$
WWiitthhiinn oonnee
yyeeaarr
$$
11--55 yyeeaarrss
$$
TToottaall
$$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,004,724
-
7,004,724
585,702
6,135,251
-
-
585,702
6,135,251
6,720,953
-
6,720,953
-
-
1,321,361
4,934,817
-
7,076,580
7,076,580
-
-
-
1,321,361
4,934,817
6,256,178
-
6,256,178
42 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
5 8
Notes to the Consolidated Financial Statements
Trade and other payables and borrowings are expected to be paid as follows:
30 June 2022
Trade and other payables (refer note 13)
Financial liabilities (refer note 14)
30 June 2021
Trade and other payables (refer note 13)
Financial liabilities (refer note 14)
Less than 1
year
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5
years
$
585,702
6,135,251
6,720,953
1,321,361
4,934,817
6,256,178
-
-
-
-
-
-
-
-
-
-
-
-
Market Risk
Market risk is the risk the fair value of future cash flows of financial instruments will fluctuate
due to changes in market variables such as interest rates, foreign exchange rates and equity
prices.
(i)
Foreign exchange risk
The consolidated entity undertakes certain transactions denominated in foreign currency and
are exposed to foreign currency risk through foreign exchange fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial
assets and financial liabilities denominated in a currency which is not the entity’s functional
currency. The risk is measured using sensitivity analysis and cash flow forecasting.
The Group’s profitability can be significantly affected by movements in the $US/$A exchange
rates, and to a lesser degree, though movements in the Sri Lankan Rupee verses the Australian
dollar. Through reference to industry standard practices, and open market foreign currency
trading patterns within the past 12 months, the group set the level of acceptable foreign
exchange risk.
The Group seeks to manage this risk by holding foreign currency in $US GBP£ and Sri Lankan
Rupee.
Sensitivity analysis
The following table does not include intra group financial assets and liabilities. It summaries
the sensitivity of the Group’s financial assets and liabilities to external parties at 30 June 2021
to foreign exchange risk, based on foreign exchange rates as at 30 June 2021 and sensitivity
of +/-5%:
30 June 2022
rate (cents)
US$/A$
GBP/A$£
LKR/A$
0.6876
0.5663
247.84
43 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
Notes to the Consolidated Financial Statements
59
Foreign exchange risk
2022
$
(66,017)
66,017
2021
$
(49,021)
49,021
(66,017)
(49,021)
66,017
49,021
Change in profit/loss due to:
Improvement in AUD by 5%
Decline in AUD by 5%
Change in equity due to:
Improvement in AUD by 5%
Decline in AUD by 5%
(ii) Interest rate risk
Group
The Group’s exposure to the risk of changes in market interest rates relates primarily to
the Group’s cash position. A change of 10 basis points in interest rates at the reporting
date would result in a change of profit or loss by the amounts shown below. This
analysis assumes all other factors remain constant.
Profile
At reporting date the interest rate profile of the Group’s financial instruments was:
Floating rate instruments
Cash at bank
Floating rate instruments
Cash at bank
2022
$
-10bps
+10bps
Profit
Equity
Profit
Equity
Interest rate risk
7,004,724
7,004,724
(6,462)
(6,462)
2021
$
7,076,580
7,076,580
(6,624)
(6,624)
-
-
-
-
6,462
6,462
6,624
6,624
-
-
-
-
44 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
60
Notes to the Consolidated Financial Statements
(c)
Net fair values
Fair value versus carrying amount
Fair value of financial instruments
Set out below is a comparison by class of the carrying amounts and fair values of the Group’s
financial instruments which are carried in the financial statements.
Methodologies and assumptions
For financial assets and liabilities which are liquid or have short term maturities it is assumed
the carrying amounts approximate to their fair value.
Note
30 June 2022
30 June 2021
Carrying
amount
$
167,744
167,744
Net fair
value
$
167,744
167,744
Carrying
amount
$
85,815
85,815
Net fair
value
$
85,815
85,815
13
14
585,702
6,135,251
6,720,953
585,702
6,135,251
6,720,953
1,321,361
4,934,817
6,256,178
1,321,361
4,934,817
6,256,178
Assets carried at amortised cost
Trade and other receivables
Total financial assets
Liabilities carried at amortised cost
Trade and other payables
Financial liabilities
Total Financial Liabilities
Fair value hierarchy
The Group classified the fair value of the financial instruments in the table below according
to the fair value hierarchy based on the amount of observable inputs used to value the
instruments:
•
•
•
Level 1 – values based on unadjusted quoted prices available in active markets for
identical assets or liabilities as of the reporting date.
Level 2 – values based on inputs, including quoted prices, time value and volatility
factors, which can be substantially observed or corroborated in the marketplace.
Prices in Level 2 are either directly or indirectly observable as of the reporting date.
Level 3 – values based on prices or valuation techniques that are not based on
observable market data.
Fair value measurement using:
Note
Total
$
Level 1
$
Level 2
$
Level 3
$
Financial liabilities measured at
fair value - 2022
Convertible liabilities
Total financial assets
14
6,135,251
6,135,251
-
-
6,135,251
6,135,251
-
-
There were no transfers between Level 1, Level 2 and Level 3 during 2022.
Fair value measurement using:
Note
Total
$
Level 1
$
Level 2
$
Level 3
$
Financial liabilities measured at
fair value - 2021
Convertible liabilities
Total financial assets
14
4,934,817
4,934,817
-
-
4,934,817
4,934,817
-
-
45 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
61
Notes to the Consolidated Financial Statements
15. Issued capital
Accounting Policy
Ordinary shares are classified as equity. Transaction costs directly attributable to the issue of
shares or options are recognised as a deduction from equity, net of any related income tax
effects.
(a)
Ordinar
y shares
Issued and
fully paid
Movements in
shares on
issue
At the
beginning of
the period
Exercise of
options
Shares issued
to employees
Entitlement
issue(i)
Shares issued
to third party
Share issue
costs
At the end of
the period
2022
2021
2022
2021
$
102,845,906
$
98,808,042
Number
539,900,237
Number
539,900,237
98,808,042
95,778,819
539,900,237
525,667,329
2,210,187
2,197,825
9,120,749
9,636,632
18,600
67,375
120,000
275,000
1,500,000
898,000
9,392,790
3,821,276
328,000
129,000
1,500,000
500,000
(18,923)
(262,977)
-
-
102,845,906
98,808,042
560,033,776
539,900,237
(i)
Repayment of borrowings as per the share placement agreement – Refer Note 13.
(b)
Share options
Listed share options
At the beginning of the period
Options issued
Options exercised
Options expired
At the end of the period
Share options
(c)
Unlisted share options
At the beginning of the period
Options issued
Options exercised
Options expired
At the end of the period
2022
Number
100,955,266
2021
Number
107,471,898
-
120,000
(8,120,749)
(6,636,632)
(92,834,517)
-
-
100,955,266
2022
Number
2021
Number
17,000,000
15,000,000
-
5,000,000
(1,000,000)
(3,000,000)
(1,000,000)
15,000,000
-
17,000,000
46 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
62
Notes to the Consolidated Financial Statements
Refer note 17 for further details on share options issued.
Performance rights
(d)
UUnnlliisstteedd ppeerrffoorrmmaannccee rriigghhttss
At the beginning of the period
Performance rights issued
Performance rights converted
AAtt tthhee eenndd ooff tthhee ppeerriioodd
2022
Number
2021
Number
120,000
60,000
(120,000)
60,000
-
120,000
-
120,000
Refer note 17 for further details on performance rights issued.
47 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
63
Notes to the Consolidated Financial Statements
16. Share based payments
Accounting Policy
The value of options granted to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period that the employees become unconditionally
entitled to the options (the vesting period), ending on the date on which the relevant
employees become fully entitled to the option (the vesting date).
At each subsequent reporting date until vesting, the cumulative charge to the statement of
comprehensive income is the product of:
• The grant date fair value of the option;
• The current best estimate of the number of options that will vest, taking into account
such factors as the likelihood of employee turnover during the vesting period and the
likelihood of non-market performance conditions being met; and
• The expired portion of the vesting period.
Until an option has vested, any amounts recorded are contingent and will be adjusted if more
or fewer awards vest than were originally anticipated to do so.
Share based payment expense
The Group recognised total share-based payment expenses as follows:
Shares issued to employees
Option issued to employees
Performance rights issued to employees
Shares issued to Advisors
Options issued to directors
Total
Share Option Plan
2022
$
-
281,602
29,237
153,000
-
463,839
2021
$
67,375
216,555
6,900
128,500
-
419,330
The Company provides directors, certain employees and advisors with share options. The
options are exercisable at set prices and the vesting and exercisable terms varied to suit each
grant of options.
2022
2021
Number of
Options
37,630,904
-
(1,000,000)
-
(21,630,904)
15,000,000
Weighted
average
exercise price
(cents)
21.6
-
0.18
-
24.8
25.0
Number of
Options
37,050,000
5,000,000
(3,000,000)
(1,419,096)
-
37,630,904
Weighted
average
exercise price
(cents)
21.1
25.0
18.0
25.0
-
21.6
Outstanding 1 July
Issued
Exercised
Traded / Sold
Lapsed
Outstanding 30 June
48 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
6 4
Notes to the Consolidated Financial Statements
Share-based payments – Options issued
The table below summarises options granted to directors, employees and consultants under
the Share Option Plan:
Grant
Date
Expiry
Date
Exercise
price
Balance at
start of the
year
Granted
during
the year
Exercised
during the
year
Expired/
lapsed
during the
year
Balance at
the end of
the year
Vested
and
exercisable
during the
year
Number
Number
Number
Number
Number
Number
$0.18
2,000,000
-
(1,000,000)
(1,000,000)
-
-
Unlisted options:
26
Feb
2019
8 Nov
2019
6 Jan
2020
17
Dec
2020
26
Feb
2022
8
Nov
2023
8
Nov
2023
8
Nov
2023
Listed options:
$0.25
9,000,000
$0.25
1,000,000
$0.25
5,000,000
31
Oct
2017
24
Nov
2017
23
May
2018
14
May
2019
8
Aug
2021 Various
1,550,000
8 Aug
2021 Various 17,000,000
8 Aug
2021 Various
3,000,000
8
Aug
2021 Various
500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
9,000,000
9,000,000
1,000,000
1,000,000
5,000,000
5,000,000
-
(1,550,000)
-
(17,000,000)
-
(3,000,000)
-
(500,000)
-
-
-
-
-
-
-
-
The weighted average remaining contractual life of the options is 1.25 years (2021: 2.25 years).
Share-based payments – Performance rights issued
The following performance rights were granted to employees:
Employee
Shoaib Qureshi
Date of
Grant
Number of
Performance
Rights
60,000 21/09/2021
60,000
Share
Price A$
0.19
Value
A$
Vesting
Date
11,400 22/09/2022
11,400
Total vesting expense was recognised in the current year of $8,800. Vesting of these
performance rights is based on completing 12 months of continuous service.
49 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
65
Notes to the Consolidated Financial Statements
17. Reserves and accumulated losses
Accounting Policy
The share based payments reserve holds the directly attributable cost of services provided
pursuant to the options issued to corporate advisors, directors, employees and past directors
of the Group.
The translation reserve comprises all foreign currency differences arising from the translation
of the financial statements of foreign operations.
18. Statement of cash flow reconciliation
(a)
Reconciliation of net loss after tax to net cash
flows from operations
Net Loss
Adjusted for:
Depreciation
Amortisation
Impairment of intangible asset
Write back/impairment of inventory
(Gain)/loss on sale of property, plant and equipment
Share based payments expensed
Options expensed
Shares issued to employees as payment for deferred
salaries
Foreign exchange loss/(gains)
Changes in assets/liabilities
(Increase)/decrease in trade and other receivables
(Increase)/decrease in inventory
(Increase)/decrease in prepayments
Decrease in other assets
(Decrease)/increase in trade and other payables
Net cash (used in) operating activities
2022
$
2021
$
(5,033,108)
(6,284,757)
248,480
22,802
-
-
-
463,839
-
-
76,153
18,075
250,000
(4,680)
(15,759)
419,831
-
-
(11,662)
(10,767)
(81,729)
382,311
(11,690)
-
(378,652)
(4,399,409)
(20,447)
(1,364,264)
(129,516)
7,040
(15,867)
(7,074,958)
(b) Non-cash investing and financing activities
There were no non-cash investing and financing activities during the reporting period.
50 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
66
Notes to the Consolidated Financial Statements
19. Commitments
The Group has no commitments which are not recorded on the statement of financial
position as at 30 June 2022. (2021: Nil)..
20. Results of the parent company
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventory
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Right of use asset
Intercompany loans receivable
Inventory
Investment in subsidiaries
Investment
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Employee liabilities
Lease Liabilities
Total current liabilities
Non-current liabilities
Lease Liabilities
Total non-current liabilities
Total liabilities
2022
$
6,415,391
125,744
1,821,713
102,449
8,465,297
2,837,379
162,179
-
2,851,875
650,000
211,906
6,713,338
15,178,636
6,539,994
132,776
178,489
6,851,259
-
-
6,851,259
2021
$
6,598,192
56,368
1,152,872
687,442
8,494,874
2,630,599
342,590
-
3,528,896
650,000
220,805
7,372,890
15,867,764
6,030,222
132,190
196,213
6,358,625
163,084
163,084
6,521,709
Net Assets
8,327,377
9,346,055
Equity
Issued capital
Share based payments reserve
Other reserves
Accumulated losses
Total equity
Results of the parent entity:
Loss for the period
102,845,906
5,931,862
-
(100,450,391)
8,327,377
98,808,042
5,639,623
-
(95,101,610)
9,346,055
(5,338,462)
(5,338,462)
(6,165,899)
(6,165,899)
51 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
67
Notes to the Consolidated Financial Statements
21. Events since the end of the financial year
No 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 subsequent financial years.
22. Related party transactions
Compensation for key management personnel
The key management personnel compensation included in employee benefits expense (note
4) and share-based payments (note 17), is as follows:
Short term employee benefits
Share based payments
Transactions with other related parties
There were no loans to/from related parties in 2022 (2021: Nil)
Subsidiaries
2022
$
963,804
290,602
1,254,406
2021
$
2,220,138
219,706
2,439,844
The consolidated financial statements include the financial statements of First Graphene
Limited and the subsidiaries listed in the following table:
Principal activity
in the year
Proportion of voting
rights and shares
held
Class of
shares held
Place of
Incorporation
First Graphene (UK) Ltd
Graphene sales
and R&D
2022
100%
2021
100%
Ordinary
England &
Wales
MRL Investments (Pvt) Ltd Holding company
100%
100%
Ordinary
Sri Lanka
MRL Graphene (Pvt) Ltd
2D Fluidics Pty Ltd
Graphene Mining
and exploration
Development and
sale of VFD, TTF
and other 2D
devices and
materials
100%
100%
Ordinary
Sri Lanka
66.67%
66.67%
Ordinary
Australia
52 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
68
Notes to the Consolidated Financial Statements
23. Auditors’ remuneration
Services provided by the Group’s auditor (in tenure as auditor) and associated firms
During the year, the Group (including its overseas subsidiaries) obtained the following services
from BDO Audit (W.A.) Pty Ltd as detailed below:
Auditors’ remuneration
Remuneration of the auditor of the Group for:
-
Audit services – BDO Audit (WA) Pty Ltd
-
Taxation services – BDO Corporate Tax (WA) Pty Ltd
2022
$
62,294
50,668
112,962
2021
$
44,776
50,454
95,230
53 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
69
Directors’ Declaration
The Directors declare:
1.
the financial statements and notes, as set out on pages 19 to 54 are in accordance with
the Corporations Act 2001 and:
a.
b.
comply with Accounting Standards and the Corporations Regulations 2001 and
other mandatory professional reporting requirements; and
give a true and fair view of the financial position as at 30 June 2022 and of the
performance for the year ended on this date of the consolidated group;
2.
the Chief Executive Officer and Chief Finance Officer have each declared:
a.
b.
c.
the financial records of the consolidated group for the financial year have been
properly maintained in accordance with section 286 of the Corporations Act 2001;
the financial statements, and the notes for the financial year comply with the
accounting standards; and
the financial statements and notes for the financial year give a true and fair view;
and
3.
4.
5.
in the directors’ opinion, there are reasonable grounds to believe the consolidated
group will be able to pay its debts as and when they become due and payable.
the consolidated group has included in the notes to the financial statements an explicit
and unreserved statement of compliance with the International Financial Reporting
Standards
the remuneration disclosures set out in the Directors’ Report on pages 10 to 16 as the
audited Remuneration Report) comply with section 300A of the Corporations Act 2001;
Signed in accordance with a resolution of the directors made pursuant to section 295 (5) of
the Corporations Act 2001. On behalf of the Directors
Michael Bell
Managing Director
31 August 2022
54 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
70
Independent Auditor’s Report
Independent Auditor’s Report
55 | P a g e
55 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
71
56 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
7 2
57 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
73
58 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
74
Additional Securities Exchange Information
(note, this information does not form part of the audited financial statements)
Additional information required by the Australian Securities Exchange Limited and not shown
elsewhere in this report is as follows. This information is complete as at 4 August 2022.
a)
Distribution of Shareholdings – Fully Paid Ordinary Shares:
Size of Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Number of Shareholders
179
1,548
1,084
2,273
485
5,569
Equity Security
Fully Paid ordinary shares
Options
Quoted
574,319,491
0
Number of Share
34,172
5,240,324
8,527,283
79,169,689
481,348,023
574,319,491
Unquoted
0
15,000,000
59 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
75
Additional Securities Exchange Information
b)
Top 20 Security Holders – Fully Paid Ordinary Shares (FGR) at 4 August 2022
Position Holder/Group Name
1
2
3
4
5
6
7
8
9
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
BNP PARIBAS NOMS PTY LTD
CITICORP NOMINEES PTY LIMITED
TWYNAM INVESTMENTS PTY LTD
GREGORACH PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BUILDING ON THE ROCK LIMITED
IPS Holdings
DEBT MANAGEMENT ASIA CORPORATION
10
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
11
12
13
14
15
16
17
18
19
20
GINGA PTY LTD
WILLIAM TAYLOR NOMINEES PTY LTD
BERGEN GLOBAL OPPORTUNITY FUND LP
MS FADILLAH BURHAN HASIBUAN
MR RICHARD HOPETOUN BITCON
IPS NOMINEES LIMITED
HALLIDAF MANAGEMENT LIMITED
MR RYAN JEHAN ROCKWOOD
BNP PARIBAS NOMINEES PTY LT
BISSAPP SOFTWARE PTY LTD
Number of
Shares
140,716,483
%
24.50%
24,281,860
4.23%
22,732,640
21,947,082
15,905,946
14,726,225
14,685,000
13,828,400
12,457,146
8,619,010
6,771,374
4,465,959
3,433,905
3,089,230
2,860,000
2,759,611
2,654,274
2,500,000
2,367,749
3.96%
3.82%
2.77%
2.56%
2.56%
2.41%
2.17%
1.50%
1.18%
0.78%
0.60%
0.54%
0.50%
0.48%
0.46%
0.44%
0.41%
2,149,496
0.37%
Total
322,951,390
56.23%
Total Issued Capital
574,319,491
100.00%
Shareholders with less than a marketable parcel
At 4 August 2022, there were 1,055 shareholders holding less than a marketable parcel of
shares ($0.14 cents on this date) in the Company totalling 743,893 ordinary shares. This
represented 0.4% of the issued capital.
60 | P a g e
FGR ANNUAL REPORT FY2022ASX:FGR l
76
Additional Securities Exchange Information
c)
Licence Position as at 24 August 2022
All granted licences are in good standing and comply with the reporting requirements
of the relevant licence.
Licence Number
IML/A/HO/9405/R/2
IML/A/HO/8416/R4
EL/225/R4
EL/228/R4
EL/321/R2
EL/262/R3
EL/325/R2
EL/326/R2
FGR Interest - %
100
100
100
100
100
100
100
100
Status
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
General Location
Central
Western
Central
Central
Central
Central
Central
Central
61 | P a g e
WORLD LEADING MATERIALS TECHNOLOGY
NOTES
77
FGR ANNUAL REPORT FY2022ASX:FGR l 7 8
WORLD LEADING MATERIALS TECHNOLOGY 79
CORPORATE DIRECTORY
Directors
Share Registry
Warwick Grigor
(Non-Executive Chairman)
Dr Andy Goodwin
(Non-Executive Director)
Michael Quinert
(Non-Executive Director)
Michael Bell
(Managing Director & CEO)
Company Secretary
Aditya Asthana
Principal Registered Office
in Australia
1 Sepia Close
Henderson WA 6166
+61 1300 6600 448
info@firstgraphene.net
www.firstgraphene.net
Stock Exchange Listings
Automatic Registry Services
Level 2, 267 St Georges Terrace
Perth WA 6000
All security holder correspondence to:
PO Box 2226
Strawberry Hills NSW 2021
Contact:
1300 288 664 (within Australia)
+61 (0)8 9324 2099 (outside Australia)
hello@automatic.com.au
www.automatic.com.au
Solicitors - Australia
Steinepreis Paganin
Lawyers and Consultants
Level 4, The Read Buildings
16 Milligan Stret
Perth WA 6000
EMK Lawyers
Suite 1, 519 Stirling Hwy
Cottesloe WA 6011
The Company is listed on the Australian Securities
Exchange under the trading code FGR.
PO Box 103
Cottesloe WA 6011
The company is quoted on the Frankfurt Stock
Exchange under the trading code FSE:M11.
The Company is quoted on the OTCQ8 market in the USA
under the trading code FGPHF.
Auditor
BDO Audit (WA) Pty Ltd
38 Station Street
Subiaco WA 6000
Bankers - Australia
Westpac Banking Corporation
Level 6, 109 St Georges Terrace
Perth WA 6000
FGR ANNUAL REPORT FY2022ASX:FGR l
Contacts
EUROPE
Global R&D & Marketing
Graphene Engineering & Innovation Centre
The University of Manchester
Sackville Street, Manchester
M13 9PL, United Kingdom
+44 (0)161 826 2350
info@firstgraphene.net
AUSTRALIA
Corporate Headquarters & Manufacturing Plant
1 Sepia Close
Henderson WA 6166
+61 1300 660 448
info@firstgraphene.net
FIRSTGRAPHENE.NET