FIRSTGRAPHENE.NET
ANNUAL
REPORT
2024
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
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Chairman’s Report ...................................................................................
4
CEO Report ............................................................................................
8
Operations/QHSE Report ..........................................................................
12
Common & Emerging Applications.............................................................. 14
R&D Technology Report ............................................................................ 15
Financial Report ....................................................................................... 18
Annual Financial Report ........................................................................... 20
Corporate Directory ................................................................................. 87
FGR ANNUAL REPORT FY2023/24
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CONTENTS
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
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CHAIRMAN’S REPORT
Another year has progressed and First Graphene, your company, is edging
closer to the initial goal of becoming cash flow positive from operations and
ultimately, a profitable company.
Last financial year was one of continual progress on
a number of fronts. We have continued to reduce our
operating costs through prudent financial strategies,
reduction of overheads and more efficient staff
management.
Our methods of producing the various grades of
graphene have been refined even further as our skill base
constantly improved. Installation of additional operating
equipment has given us greater flexibility, better quality
and an expanded range of PureGRAPH® products.
Importantly, the cost of producing our graphene products
continues to come down, increasing interest from
stakeholders and global markets as demand for cost-
efficient, sustainable, and high-performing materials
continues to grow.
The cement industry continues to offer great progress.
Our various field trials have delivered good results and
the additional tests currently underway will only further
reinforce the seemingly endless potential for this unique
material.
Securing a supply agreement for adding PureGRAPH®
products to concrete remains our ultimate goal for
achieving economies of scale and transformative sales.
Meanwhile, we’ve made good progress across multiple
product lines, reaching a larger and more diverse
customer base.
There are approximately a dozen promising new
customers that are preparing to take initial deliveries
within the next six months, moving beyond sample
testing. Notably, many of these potential customers have
proactively approached us.
Our reputation for capability and commercial value
is gaining recognition. As these customers begin
purchasing and using our graphene, it naturally paves
the way for expanding the use of graphene across their
product lines.
The benefits of this will be two-fold, delivering broader
awareness of the notoriety of our product and a financial
pipeline which will accelerate the Company towards
profitability.
As we work towards this goal, I extend my gratitude to
our shareholders for your continued support. Developing
groundbreaking products is both challenging and
rewarding, and your backing is essential in realising our
vision of providing high-performance graphene solutions
to industries globally.
I would like to express my gratitude to the entire First
Graphene team for its ongoing dedication to advancing
our vision, especially under the leadership of our MD and
CEO, Mike Bell, whose tireless efforts have driven value for
the Company.
Mike’s deep understanding of the graphene sector across
all its facets, combined with his strong commercial
acumen, has paved the way for future growth, with the
ultimate aim of delivering shareholders the return on
investment we all seek.
I look forward to the prospectivity of the next financial
year for First Graphene, as we edge closer to achieving
our vision.
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“Our reputation
for capability and
commercial value is
gaining recognition. As
these customers begin
purchasing and using our
graphene, it naturally paves
the way for expanding the
use of graphene across
their product lines.”
Warwick Grigor
Chairman
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
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CEO REPORT
Performance success strengthens
global demand for graphene
As we reflect on the 2024 financial
year and revisit the goals we set,
it is clear we have maintained our
trajectory towards becoming a
world-leading supplier of graphitic
technology and materials.
This time last year, we were awaiting the results of world-
leading graphene enhanced cement trials, in anticipation
of confirming what we knew would be a revolutionary
achievement for the cement and concrete industry as
it endeavours to achieve a 25% reduction of carbon
emissions by 2030.
The initial trial results exceeded expectations, showing
a 10% improvement in compressive strength and a
15% reduction in carbon emissions during the cement
manufacturing process. This marks a major achievement
for First Graphene in this critical industry segment.
These results, alongside our numerous other successes
with PureGRAPH® across various applications, solidify
First Graphene’s role as a leading supplier of advanced,
future-ready materials that are set to elevate industries
worldwide.
Cementing real-world results
First Graphene has maintained a strong focus on
unlocking commercialisation opportunities for the
Company, supported by a step change in real-world
applications of research and development results and
growth of our distribution network.
This momentum has unlocked access to previously
untapped markets, but our work is far from slowing down.
The cornerstone of First Graphene’s commercialisation
strategy lies in widening the doors to markets that have
yet to experience the full potential of our premium
PureGRAPH® products.
By continuously driving innovation and demonstrating
the advantages of our solutions, we aim to introduce
PureGRAPH® to industries that will benefit most from its
cutting-edge capabilities, further expanding our global
reach.
In the cement and concrete industry, First Graphene
has continued to collaborate successfully with the UK’s
largest cement producer Breedon Group, under the Joint
Development and Commercialisation Agreement signed
earlier in the past financial year.
Building on the success of our initial graphene-enhanced
cement trials, we entered into a second trial in our
partnership with Breedon Group. This involved testing the
performance of a graphene-enhanced concrete slab in
a real-world environment, that provided critical insights
into how our innovative material performs under real-
world conditions.
The slab was placed at a major highway project in the UK
and exposed to challenging conditions including heavy
vehicle traffic and weather. After 200 days in operation,
the concrete was found to have no defects, damage, or
deterioration, maintaining its strength and integrity.
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This secondary success has led to a third phase of testing
to be planned, investigating the potential of our new,
dedicated cement and concrete product, PureGRAPH-
CEM®. This large-scale trial will leverage more than three
tonnes of PureGRAPH-CEM® to further validate the
benefits of using this optimised formulation to improve
strength and durability of concrete during the production
process.
The ongoing achievements we have made with Breedon
has led to further opportunities to trial graphene-
enhanced cement, including with Morgan Sindall
Infrastructure, which has shown interest in testing the
market-changing product at a National Highway project
in the UK.
We are moving towards our vision of creating greener
cities by supplying the graphene needed to reduce
emissions and improve cement strength.
Alongside our collaboration with Breedon in the United
Kingdom, we also launched trials of the impact of
PureGRAPH® on cement integrity with various companies
in Europe, South Africa, Thailand, New Zealand, and
Australia.
For First Graphene, it is vital to continue working with
like-minded cement producers, who are striving towards
delivering a more sustainable product, to support our
journey towards broader commercialisation across global
cement and concrete markets.
We are moving towards our vision
of creating greener cities by
supplying the graphene needed
to reduce emissions and improve
strength of cement.”
“
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
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Unlocking new markets
While the cement and concrete segment has been a
strong focus for the Company, we will also be assisting
with other sustainable solutions for other industries
during the next financial year.
First Graphene joined a nine-member consortium in June
2024 to develop graphene-enhanced hydrogen storage
tanks for transportation of this potential future energy
source.
The A$3.7 million project is significant for the Company
and will see our PureGRAPH® products leveraged to
increase strength and reduce hydrogen permeability of
the tanks.
This past financial year marks another bold step in our
journey within the hydrogen sector, with major strides
toward commercialising our groundbreaking Kainos
Technology.
This innovation not only produces high-quality, battery-
grade graphite and pristine graphene but also generates
green hydrogen as a valuable byproduct.
The technology has already caught the attention of key
players in the industry, such as Abu Dhabi-based EMDAD
Group. In October 2023, they signed a Memorandum of
Understanding with First Graphene to develop a small-
scale cavitation reactor, designed to convert petroleum
feedstock from oil producers into these crucial materials.
Further boosting our efforts, a research project in
collaboration with Swansea University in the UK will
assess the full commercial potential of Kainos Technology
as an alternative source of essential raw minerals needed
across industries worldwide.
Significant progress has also been made across multiple
other segments, with extensive trials reinforcing
PureGRAPH®’s potential to elevate performance in
a wide range of materials. From structural beams in
housing and protective clothing to mining conveyor
rollers, electrostatic discharge flooring, 3D printing, and
lubricants – PureGRAPH® is proving its value.
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This rapid uptake aligns seamlessly with our
commercialisation growth strategy. While the full impact
may not be reflected yet, we are confident that the
growing adoption of PureGRAPH® across various markets
will translate into future revenue.
Moreover, ongoing research continues to highlight the
potential of our products to offer high-performance, cost-
effective solutions in emerging markets. As industries
further recognise graphene’s transformative abilities to
enhance materials, First Graphene is poised to lead in
delivering the next generation of graphene-enhanced
products for global industries.
Fiscal improvements
As with any product-driven business, growing our
bottom line remains a top priority. This year, we’ve refined
how we report revenue, now separating research and
development revenue and partner programs from sales
revenue.
While this adjustment has resulted in a surface-level
reduction in revenue compared to last year, the change
offers greater clarity in our financial reporting, setting the
stage for a clearer picture of our growth as revenue scales
in the coming years.
Fuelling this future growth is a robust pipeline of more
than a dozen commercial opportunities set for FY2025, as
new applications and products powered by PureGRAPH®
hit the market. These opportunities will position First
Graphene in a range of sectors, including sports apparel,
fire-retardant construction materials, and PET packaging.
At the same time, we’ve maintained a strong focus on
responsible financial management. Our emphasis on
controlling cash outflows, paired with advancements in
our manufacturing processes, has significantly reduced
production costs while boosting efficiency.
Key improvements at our Henderson manufacturing
facility in Western Australia, including the integration
of new equipment, have not only enhanced production
but also strengthened the quality of our PureGRAPH®
products. Additionally, the relocation of our UK-based
team has helped streamline costs and transition our
research from development to commercialisation.
In step with our commercialisation strategy, we secured
new distribution agreements in FY2024, broadening
our global reach. Two new partnerships with Bisley &
Company and Keyser & Mackay have solidified First
Graphene’s presence across key markets in the US,
Europe, Australia, and New Zealand.
A vital pillar of our progress has been the unwavering
support of our shareholders. The strong participation
in our Share Purchase Plan in December 2023 has
empowered us to continue delivering high-quality
products while pursuing new market opportunities,
ultimately driving more value for our investors.
Collectively, these efforts are fine-tuning our financial
strategy - optimising expenditures and enhancing
revenue to deliver long-term value to the Company’s
balance sheet.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
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“First Graphene is in a prime position to thrive.
We’ve already established a reputation for
delivering high-quality, commercially scaled
products with results recognised globally that
showcase our success.”
Michael Bell
Managing Director and CEO
Focused on future commercial growth
The adoption of cutting-edge solutions like PureGRAPH®
takes time, as industries adapt to the unique potential
graphene brings to various applications. However, recent
market forecasts predict steady growth, with the global
graphene market expected to reach US$2.7 billion by
20301. Driving this expansion will be a consistent supply
of high-quality, high-performance graphene products –
exactly what we specialise in delivering.
As new applications move into production during the
2025 financial year, we anticipate a two-fold benefit of
positive cashflows and additional entries into new global
markets. This will mark an exciting period of growth for
the Company, as we expand into emerging industries
hungry for innovative materials.
Our extensive research and development efforts are also
set to commercially materialise, with promising results
on the horizon and new collaboration opportunities
emerging. By refining our focus and turning theory into
practice, we’re poised to leverage these developments to
drive increased purchase orders throughout FY2025 and
beyond.
As demand for sustainable solutions continues to rise,
First Graphene is in a prime position to thrive. We’ve
already established a reputation for delivering high-
quality, commercially scaled products with results
recognised globally that showcase our success.
Looking ahead, I am excited to continue advancing the
Company’s ventures and broadening First Graphene’s
footprint across global markets in the coming year.
1Research and Markets: Graphene - Global Strategic Business Report
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THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
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OPERATIONS/
QHSE REPORT
Health and Safety
At First Graphene, we’re dedicated to continuously enhancing our health and
safety systems, ensuring a secure workplace for our staff while minimising
environmental risks.
This year, we’re proud to report zero Lost Time Incidents,
zero Medical Treatment Incidents, and zero Environmental
Incidents at our Henderson production facility.
This flawless record underscores our deep-rooted safety
culture and the high priority we place on the wellbeing of
our team in every task performed.
Operating in Western Australia, we uphold the highest
standards of regulatory compliance at our Henderson
facility. In line with this, we completed our annual
operational review and submitted a Works Approval
Compliance Report to the Western Australian Department
of Water and Environmental Regulation (DWER).
After a thorough assessment, DWER confirmed that
our infrastructure and equipment meets all required
conditions, clearing the way for our facility to be officially
registered as a Prescribed Premises.
Manufacturing
First Graphene continually strives to improve the quality and performance of
our PureGRAPH® products via research and development, and modifications
to our manufacturing processes.
This financial year marked an exciting milestone with
the development of our dedicated PureGRAPH-CEM®
product, designed exclusively for the cement and
concrete industry.
More than three tonnes of this cutting-edge product was
produced at our Henderson facility and shipped to the UK
for full-scale testing at Breedon’s Hope Cement Works.
This trial will assess whether PureGRAPH-CEM® can boost
milling throughput - without the need for additional or
customised equipment.
We’re confident this innovative graphene product will
play a key role in reducing emissions, with up to 50% less
embodied CO2 compared to other grades. Lab-scale tests
conducted by Kirton Concrete Services have already
shown promising results, with up to a 16% increase in
compressive strength in graphene-enhanced cement.
These tests also revealed an impressive 12% improvement
in Blaine fineness, suggesting that PureGRAPH-CEM®
could significantly boost cement mill throughput while
remaining fully compatible with existing grinding aids.
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First Graphene also made significant improvements to
our other PureGRAPH® products during the financial
year, as a result of multiple major manufacturing process
changes at our Henderson facility, which have since been
implemented as standard practice.
The first process change was the milling of dried
PureGRAPH® cake into a powder using the newly
acquired and commissioned Retsch Mill. Since activation,
the Retsch Mill has enabled the milling process to be 67%
more cost effective, while also improving efficiency by
60%. These positive reforms will significantly support the
Company’s bottom line as production of PureGRAPH®
increases to match rising demand.
The second process change involved modifying the
method of treatment of PureGRAPH® powders and
PureGRAPH® AQUA to alter the products’ pH to become
more neutral.
Recent test results indicate this method, in combination
with milling by the Retsch Mill, is enabling the Company
to produce fewer layered, de-agglomerated products
with a higher specific surface area, more uniform particle
size distribution and consistent morphology.
This represents an improvement to PureGRAPH®’s
characteristics, which will enhance dispersion of the
product into materials like cement, polymers and
composites. Early-stage feedback from a variety of
clients has been positive.
Thirdly, the Company utilised part of the A$759,000
Round 2 Manufacturing Modernisation Fund grant
received from the Australian Federal Government in 2021
to invest in a Micrea microwave to speed up drying times
of wet graphene.
Reducing drying time for wet graphene cake will improve
processing of PureGRAPH® powders and lower the unit
product cost through a reduction in energy and labour
required to complete the process.
Finally, the Phase 2 Electro-chemical Cell Optimisation
trials continued to investigate both the increased
graphene production rate and increased electrical
efficiency gained by modifying cell and electrode design.
Initial key improvements from the second set of
trials included a 32% increase in overall PureGRAPH®
production rate and a 25% reduction in power
consumption compared to Phase 1.
These learnings will be applied to existing electro-
chemical cells and will add significant value to our
manufacturing capabilities and product delivery.
Throughout the financial year, our Henderson production
team and UK-based research and development division
worked collaboratively to explore an exciting new frontier
- manufacturing graphene oxide.
Widely used across industries like water purification and
desalination, this material holds immense potential for
First Graphene.
In a series of small-scale trials, we experimented with
different electrolytes and graphite feedstocks to refine
our processes.
The initial results look promising with the potential to
unlock new opportunities for us in these critical sectors.
This collaborative approach to enhancing our operations
and manufacturing capabilities will be paramount
over the coming year, as we continue to identify new
pathways to improve production of our world-leading
PureGRAPH® product.
David Bennett
General Manager Process Operations
COMMON &
EMERGING APPLICATIONS
ENERGY & STORAGE
»
Perovskite solar cells
»
Increased module efficiency
»
Reduction in manufacturing and material costs
»
Removes reliance on precious metals,
including gold and silver
»
Thermal solar panels
»
Improved heat transfer efficiency
»
Enhanced conductivity and temperature tolerance
»
Increased strength and durability
CONSTRUCTION & INFRASTRUCTURE
»
Cement and Concrete
»
Lower CO2 emissions in cement production
»
Improved strength and durability
»
Increased performance in harsh conditions
»
Sustainable recycled construction materials
»
Increased fire retardancy
»
Improved strength and durability
»
Enhanced thermal and electrical performance
MATERIALS
»
Composites
»
Increased strength and durability
»
Improved fire retardancy
»
Reduction in permeability
»
Conductive polymers
»
Enhancements to thermal and electrical
conductivity
»
Light weight metal alternative for heat sink
and antistatic components
»
Conductive 3D printed parts
»
Elastomers
»
Enhanced wear resistance
»
Increased strength and durability
»
Improved anti fouling properties
»
Coatings
»
Real-time data collection with smart coatings
»
Improved durability in fire-retardant coatings
»
Reduced permeability in moisture barriers and
waterproofing
»
Hydrogen production and storage
»
Significant reduction in storage tank
permeability
»
Improved strength and durability
»
Graphene based water splitting catalyst for
hydrogen production
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
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R&D TECHNOLOGY
REPORT
Converting theory into commercialisation
Behind every successful product is a
foundation of rigorous research and
development.
At First Graphene, we make it our mission to extensively
test and trial our products across a wide range of
applications, ensuring high performance, uncovering
market opportunities, and paving the way for the
commercial success of our PureGRAPH® products.
This past financial year, we sharpened our focus on
transforming R&D into real-world impact, leading to an
increase in trial agreements that have already resulted in
commercial contracts.
Turning innovation into action remains a cornerstone of
our strategy, as we move closer to global recognition for
the remarkable performance enhancements PureGRAPH®
delivers across industries.
Cementing sustainable concrete solutions
A standout achievement in our
recent R&D efforts has been the
groundbreaking trials with the Breedon
Group, the UK’s top cement producer,
on the manufacture of graphene-
enhanced cement.
This material was employed in a real-life, temporary
wheel washing facility and subjected to constant heavy
vehicle traffic, abrasion and wetting from washed wheels.
The results from the demonstrator concrete slab were
impressive and performed comparably to conventional
CEM I based concrete, whilst achieving an impressive 15%
reduction in carbon emissions. This success has opened
the door to further large-scale trials with Breedon,
specifically testing our newly developed PureGRAPH-
CEM® product.
The significance of these trials cannot be overstated, as
we expect them to solidify the unique capabilities of this
advanced cement product and accelerate its commercial
adoption across the industry.
Our ongoing collaboration with Breedon has sparked
new interest for graphene’s potential, leading to research
partnerships with other industry leaders. We’ve secured
work with New Zealand’s GtM Action to explore the use
of graphene-enhanced sand as a production bypass
in cement, and we are also conducting trials with Siam
City Cement in Thailand to further prove graphene’s
performance as a powerful cement additive.
With a focus on data-driven insights and performance
analytics, we are building a strong case for PureGRAPH®
as a game-changing solution for a sector aiming to
reduce carbon emissions by 25% by 2030.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
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Powering the future of energy solutions
Our R&D efforts in the energy generation and storage sector have gained
significant momentum during the past year, driven by several newly secured
funding opportunities. From exploring electrocatalysts for hydrogen
generation, to investigating the role of graphene in electric vehicles, we
continue to push the boundaries of our PureGRAPH® materials in this
burgeoning market.
These advancements have opened new doors for
potential commercial applications within the energy
sector, positioning us for tangible results that will drive our
commercialisation strategy in the years ahead.
One such opportunity is in the solar cell market, where
we’ve undertaken key collaborative research with
perovskite solar cell manufacturer Halocell Energy
(formerly Greatcell). Following the financial year end, we
reached an agreement to supply graphene for use as a
high-performance conductive electrode in their cutting-
edge perovskite solar cells, which are set to hit the market
in FY25.
This breakthrough not only boosts First Graphene’s bottom
line but also confirms our role as a key player in the fast-
growing renewable energy industry.
Additionally, we have joined forces in an A$3.72 million
collaborative project with top Australian and UK
researchers to improve the strength and permeability of
cryogenic hydrogen tanks, critical for transporting the
energy sector’s newest focus - hydrogen.
Prior tests with graphene nanoplatelets have shown a
remarkable 48-fold reduction in hydrogen permeability,
giving us confidence in the success of this initiative. Our
previous validation of graphene’s protective capabilities
strengthens our role in helping this joint consortium meet
its ambitious goals.
Meanwhile, we’re making strides with our Kainos
Technology, which aims to produce high-quality synthetic
graphite and graphene from petroleum feedstock, with
hydrogen as a valuable byproduct.
In collaboration with Abu Dhabi-based EMDAD Group,
we signed a Memorandum of Understanding to develop
and test a small cavitation reactor. This technology could
provide a commercial alternative to mining raw materials,
offering a scalable, efficient solution to meet the growing
demand for battery-grade graphite and graphene.
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Harnessing graphene’s
unique qualities for industry
The potential applications of graphene seem limitless,
as we uncover new opportunities across a wide range
of industries. Our ongoing investigations span diverse
fields such as lubricants, waterproofing, rubber solutions,
protective clothing, electrostatic discharge flooring, and
even 3D printing.
A major breakthrough in our research-to-commercial
pipeline is in the sustainable housing industry, following
the signing of a Strategic Partnership Agreement with
UK-based Vector Homes. During the next two years,
we will supply PureGRAPH® to enhance sustainable
construction materials, specifically for structural beams
used in Vector Homes’ eco-friendly housing. Our
research has shown that PureGRAPH® strengthens these
beams and significantly improves fire retardancy - a vital
feature for sustainable housing solutions.
Although Vector Homes is currently in the trial phase for
its eco-homes, this agreement has already resulted in a
direct commercial win for First Graphene. As demand for
sustainable housing continues to rise, this partnership
could lead to further revenue opportunities, especially as
the construction industry pivots toward greener solutions
and mass production of these homes becomes a reality.
Ongoing commitment to innovation
The Company is set to embark on an ambitious pipeline
of grant-funded research and development during the
next financial year, which will solidify our path towards
commercialisation in both established and emerging
markets.
A key step in this journey has been the relocation
of our UK-based team to a dedicated R&D facility at
the new Manchester Innovation District, known as
SISTER. Equipped with a state-of-the-art cement
laboratory, general lab space, meeting rooms, and
offices, this facility is designed to accelerate commercial
development and provide superior customer support.
Most importantly, this move will enhance collaboration
with our clients’ research teams, fostering stronger
partnerships as we move closer to the commercialisation
of our advanced products.
As part of our commitment to shaping the future of
advanced materials, we are also dedicated to nurturing
the next generation of scientists and innovators. Our
sponsorship of the Graphene Hackathon at the University
of Manchester is a prime example, where we provided
PureGRAPH® to student teams and encouraged them to
push the boundaries of graphene applications.
At First Graphene, we believe innovation and creativity
are the keys to unlocking graphene’s potential across
a wide range of industries. As we continue to pioneer
high-performing, sustainable solutions, we remain
committed to supporting tomorrow’s leaders in this
transformative field.
Dr Ian Martin
R&D Manager
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FINANCIAL REPORT
First Graphene has made fiscal responsibility a top priority throughout
the 2024 financial year, with our ongoing cost-cutting measures playing a
crucial role in driving us closer to cash flow breakeven.
One of our most significant milestones has been
achieving the lowest cash outflow in the Company’s
history, thanks to a remarkable 60% reduction in
operating cash flow over the past four years. This
achievement highlights the impact of our disciplined
financial approach (see Figure 1).
Assisting with delivering this achievement was a series
of cost reduction activities including improvements
to project resourcing, core service and grant-funded
programs, and the Company’s strategic transition away
from the Graphene Engineering and Innovation Centre
(GEIC).
In the 2025 financial year, further reducing cash outflow
will remain a key focus for the Company, as we strive
to maintain this momentum and stay on course toward
achieving cash flow breakeven. By keeping a sharp eye
on our financial discipline, we aim to build on the progress
we’ve made and continue driving sustainable growth.
Operating Cash-Outflow Reduction
($million)
2021
-7.19
2023
-3.43
2022
-4.4
2024
-2.87
Figure 1 – Cash outflow reduction trend FY21-24
0
-1
-2
-3
-4
-5
-6
-7
-8
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Foundations laid for improved revenue
During the FY2024 auditing process, the Company
restructured its revenue reporting by distinguishing
research and development from sales. This change led
to a reported total revenue of A$675,000, offering clearer
insights into our revenue streams and enhancing financial
transparency.
Importantly, the Company has laid the foundation for
commercial breakthroughs expected to materialise in
FY2025, with the launch of new, validated products
featuring our PureGRAPH® technology set to enter global
markets.
With more than a dozen high-margin commercial
opportunities in the pipeline – each leveraging readily
producible volumes of PureGRAPH® - we’re poised to
unlock significant financial growth.
These upcoming ventures not only promise to generate
revenue but also introduce PureGRAPH® to a broader
global audience, reinforcing our market presence and
expanding our reach.
Supporting this commercial pipeline has been the
establishment of new market routes to commercialise
graphene in emerging applications and regions,
leveraging new distribution agreements covering Europe,
Australia and New Zealand.
First Graphene has also seen a rise in research and
development projects supported by grant funding from
various government bodies and organisations. Although
this funding is separate from reported revenue, it plays
a crucial role in advancing our product development and
expanding its applications across different sectors – all
without adding significant costs to the Company. This
external support allows us to innovate more efficiently
while preserving financial resources.
Financial forecast for FY25
As we enter the next financial year, First Graphene
remains focused on expanding global market
opportunities for our products while upholding
responsible fiscal management through continued cash
reduction efforts.
With a robust revenue pipeline and growing global
demand for high-performance graphene, FY2025 is
set to deliver even greater returns for the Company,
shareholders, and the industry. This combination of
market expansion and disciplined financial strategy
positions us for sustained growth and success.
With a robust revenue pipeline and
growing global demand for high-
performance graphene, FY2025 is
set to deliver even greater returns
for the Company, shareholders,
and the industry.”
“
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
20
ANNUAL
FINANCIAL
REPORT
FOR THE YEAR ENDED 30 JUNE 2024
(INCORPORATING INFORMATION
PURSUANT TO ASX LISTING RULE 4.3A)
FGR ANNUAL REPORT FY2023/24
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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 2024.
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.
BEc. LLB, MAusIMM, FAICD
Non-Executive Chairman
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.
Other Current
Directorships
Former directorships
in the last 3 years
Interests in shares
and options
West Wits Mining Limited
Aguia Resources Limited
Nagambie Resources Limited
Ordinary shares 19,083,772
Performance Rights 400,000
Ph.D. (Polymer Chemistry)
Non-Executive Director
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.
Other Current
Directorships
Former directorships
in the last 3 years
Interests in shares
and options in FGR
None
None
Ordinary shares 2,308,993
Performance Rights 150,000
BEc. LLB
Non-Executive Director
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
30 years as a partner in a Melbourne law firms.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
22
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
BTM Group Limited and BTM Group Australia Limited.
Other Current
Directorships
Former directorships
in the last 3 years
Interests in shares
and options in FGR
West Wits Mining Limited
BTM Group Australia Limited
BTM Group Limited
First Au Limited
Ordinary shares 392,500
Performance Rights 200,000
(Appointed 1st July 2021)
Managing Director and Chief Executive Officer
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.
Other Current
Directorships
Former directorships
in the last 3 years
Interests in shares
and options in FGR
None
None
Ordinary shares 2,880,808
Performance Rights -
Ms. Elizabeth Lee was appointed the Company Secretary on 19 February 2024. Ms. Lee is a highly
experienced business professional with 20+ years of experience serving on several Australian
company boards as a director, or Company Secretary. She currently holds a Directorship at Nannup
Truffles Growers Co-Operative Ltd and is also a Company Secretary at Forrestfield & Districts
Community Financial Services Ltd and PRL Global Ltd. Ms Lee holds a bachelor’s degree in finance
and business law completed from Edith Cowan University.
The Group result for the year was a loss of $6,414,766 (2023: loss of $5,421,710).
No final dividend has been declared or recommended as at 30 June 2024 or as at the date of this
report (2023: $ nil).
No interim dividends have been paid (2023: nil).
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.
FGR ANNUAL REPORT FY2023/24
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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.
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.
There were no significant changes in the state of affairs of the consolidated entity during the
financial year.
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.
Details of the remuneration policy for Directors and other officers are included in the Remuneration
Report (page 27) 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.
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.
First Graphene understands the need to mitigate a range of risks to the business, which could
potentially impact our ability to achieve strategic goals, and the consistent delivery of value to all
stakeholders and shareholders. Some of the risks identified and recognised by the Company
include:
Regulation of Nano Materials
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
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The Company continues to monitor any changes to the regulations regarding Nano Materials.
Regulations around the use of Nano Materials is widely accepted around the world, except the
United States.
While our product falls under this characterisation, graphene is non-toxic and implemented into
materials in very low dosages. The risk of changes to regulations exists but is mitigated through
consistent monitoring and adoption of best practices as the use of Nano Materials increases
globally.
Consistent commercialisation
As an early-stage business, First Graphene requires funding periodically and our key investors
remain in the majority of our shareholding. Global demand for the use of next generation materials,
including our product, is only increasing, and many industries are realising graphene has a large
role to play in solving key environmental issues impacting their business. The consistent interest
from the cement industry and growing demand from other sectors mitigates the risk of impacts to
ongoing liquidity. Management also continues to improve the speed of commercialisation of our
product, as well as working to increase investor confidence.
Retaining skilled workforce
First Graphene is a highly research and development driven business, requiring specific skilled staff
who are suitable for the Company and the industry. We have implemented strong equity-based
retention plans to mitigate the risk of losing workers, while also taking steps to protect the
Company’s IP through employee’s contracts. First Graphene’s strong connections to research
organisations has also helped maintain a healthy pipeline of skilled and enthusiastic staff. These
ongoing relationships with research partners will also mitigate any loss to the Company’s skilled
workforce.
Transportation and supply
With a heavy reliance on global supply chains to transport its product, First Graphene is committed
to mitigating any potential risk posed by disruption or delays to logistics. The Company ensures
sufficient stock of key raw materials remains on site to maintain consistent feedstock for the
manufacturing plant, should issues occur with haulage and shipping pathways. We also have
several alternatives available for transporting products via air, road, and sea. From previous
experience with global events impacting transportation pathways, delays have not slowed down
demand or execution of projects. The Company also has insurance in place to mitigate any loss or
damage to products or the business.
Safety and wellbeing of staff
First Graphene’s people are a priority and maintaining a safe and healthy work environment is key
to the Company’s operations. The Company’s Health, Safety, and Environmental Policy details how
we develop and continually improve systems to reduce risks to our staff, our facilities, and the
environment. We maintain strict regulatory compliance, with the Henderson manufacturing plant
complying with occupational health and safety obligations of WorkSafe WA, as well as Western
Australian Government and Australian Government regulations.
Environmental risk
The Company has sufficient procedure and controls in place to manage environmental risks. This
includes relevant Western Australian Government and Australian Government approvals required
for waste and water management in the production facility and biannual testing to ensure
consistency. Correct handling of by-products also remains a priority for the Company. Recent
optimisation trials were designed to reduce the overt reliance on power supply, and we continue to
progress these trials to further enhance production efficiencies.
FGR ANNUAL REPORT FY2023/24
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We are confident in our risk management framework and First Graphene’s ability to adapt to new
and emerging risks to the business.
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.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
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At the date of this report, First Graphene Limited has the following options exercisable into
ordinary shares in First Graphene Limited.
Share option
9 February
2024
8 February
2025
$0.07 each, if exercised on
or before 8 February 2025
1,000,000
Share option
9 February
2024
8 February
2025
$0.09 each, if exercised on
or before 8 February 2025
1,500,000
Share option
9 February
2024
8 February
2025
$0.11 each, if exercised on
or before 8 February 2025
2,000,000
The number of meetings of Directors held during the year and the number attended by
each Director was as follows:
Warwick Grigor
8
8
Dr Andy Goodwin
8
8
Michael Quinert
8
8
Michael Bell
8
8
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.
FGR ANNUAL REPORT FY2023/24
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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
Non-Executive Chairman
Dr Andy Goodwin
Non-Executive Director
Mr Michael Bell
Managing Director & Chief Executive Officer
Mr Michael Quinert Non-Executive Director
Mr Aditya Asthana
Chief Financial Officer & Company Secretary (resigned 11 March 2024)
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 into transactions or
arrangements which limit the economic risk of participating in unvested entitlements.
There has been no direct relationship between the Group’s financial performance and
remuneration of key management personnel over the previous 5 years.
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. Whilst at this stage of the Company’s development, there
is no contractual cash performance-based remuneration, but further incentivisation is
extended to Directors as Performance Rights.
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.
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
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
28
financial restrictions placed on it, the Company may consider it appropriate to issue unlisted
options or Performance rights to Non-Executive Directors, subject to obtaining the relevant
approvals. This Policy is subject to annual review. All of the Directors' option holdings and
performance rights 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 $35,000 per annum per non-executive Director
and $30,000 per annum for the non-executive Chairman. There are no termination
payments to non-executive Directors on their retirement from office.
The Company’s policy for determining the nature and amounts of emoluments of Board
members and Senior Executives of the Company is set out below:
The Company does not have a separate Remuneration Committee. Given the current size
and composition of the Board, the Board believes there would be no efficiencies gained by
establishing a separate Remuneration Committee. Accordingly, the Board performs the role
of the Remuneration Committee. When the Board convenes as the Remuneration
Committee it carries out those functions which are delegated to it in the Company’s
Remuneration Committee Charter.
The remuneration structure for Executive Officers, including Executive Directors, is based on
a number of factors, including length of service, the particular experience of the individual
concerned, and the overall performance of the Company. The contracts for service between
the Company and specified Directors and Executives are on a continuing basis, the terms of
which are not expected to change in the immediate future. Upon retirement Executive
Directors and Executives are paid employee benefit entitlements accrued to the date of
retirement.
As an incentive, the Company has adopted an employee share option plan. The purpose of
the plan is to give employees, directors and officers of the Company an opportunity, in the
form of options, to subscribe for shares. The Directors consider the plan will enable the
Company to retain and attract skilled and experienced employees, board members and
officers, and provide them with the motivation to make the Company more successful.
FGR ANNUAL REPORT FY2023/24
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The remuneration for each Director and key management executives of the Group during the year was as follows:
30 June 2024
A$
A$
A$
A$
A$
A$
%
Executive Directors
Michael Bell (ii)
-
370,417
-
16,042
113,071
499,530
23
Non-Executive Directors
Warwick Grigor(ii)
30,000
90,000
-
13,200
23,618
156,818
15
Dr Andy Goodwin(ii)
38,649
-
-
5,186
7,834
51,669
15
Michael Quinert(ii)
34,992
-
-
-
10,515
45,507
23
Other Key Management Personnel
Aditya Asthana(i) (ii)
-
211,897
-
20,242
40,592
272,731
15
Total
103,641
672,314
-
54,670
195,630
1,026,255
i.
Aditya Asthana left the company effective 11 March 2024.
ii.
Please refer to Page 16 for assumptions used in calculating the share-based payment expenses
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
30
The remuneration for each Director and key management executives of the Group during the year was as follows:
30 June 2023
A$
A$
A$
A$
A$
A$
%
Executive Directors
Michael Bell (i) (ii)
-
381,490
-
-
214,808
596,298
36
Non-Executive Directors
Warwick Grigor(ii)
30,000
90,000
-
12,000
12,500(ii)
144,500
9
Dr Andy
Goodwin(ii)
37,995
-
-
-
37,500
75,495
50
Michael Quinert(ii)
34,992
-
-
-
6,250
41,242
15
Other Key Management Personnel
Aditya Asthana(ii)
-
257,916
-
27,081
41,016
326,013
13
Total
102,987
729,406
-
39,081
312,074
1,183,548
i.
The share-based payment incudes $80,911, which represents the fair value expense of the 5,000,000 options granted to Michael Bell in the financial year 2021, which he
can choose to exercise by paying $0.25 per share to the company
ii.
Please refer to Page 16 for assumptions used in calculating the share-based payment expenses
FGR ANNUAL REPORT FY2023/24
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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
2024
2023
2022
2021
2020
Sales revenue $
492,003
861,167
723,323
341,869
289,773
Loss before tax $
(6,414,766)
(5,421,710)
(5,033,108)
(6,284,757)
(5,366,149)
Basic loss per
shares (cents)
(1.00)
(0.94)
(0.91)
(1.19)
(1.11)
Increase/(decrease)
in share price %
(26.1)
(40.0)
(60.34)
133.1
(45.1)
There is not a connection between the profitability of the Company and remuneration as
the Company is not generating profits.
Name
% Fixed
remuneration
% Short Term
Incentive
% Long Term
Incentive
Warwick Grigor
92%
-
15%
Dr Andy Goodwin
89%
-
15%
Michael Quinert
89%
-
23%
Michael Bell
78%
-
23%
Aditya Asthana
85%
-
15%
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:
Notice Period
Name
Base Salary
Duration of
Service
Agreement
By Executive
By Company
Severance
Payment
Entitlement
Michael Bell
350,000
Ongoing
3 months
3 months
No
entitlement
There are no other service agreements in place.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
32
3,572,481 performance rights were issued to key management personnel, of which
2,226,991 of the performance rights have vested in FY 24 and were converted to shares.
No options were issued to key management personnel as part of compensation during the
year. Options that had been issued as part of remuneration in prior years expired during
FY24.
Options holdings held by key management personnel
Directors
Balance
01.07.23
Granted
Exercised
Lapsed
Balance
30.06.24
Total
vested
30.06.24
Vested &
exercisable
30.06.24
Vested &
un-
exercisable
30.06.24
Warwick
Grigor
3,000,000
-
-
(3,000,000)
-
-
-
-
Dr Andy
Goodwin
1,000,000
-
-
(1,000,000)
-
-
-
-
Michael
Quinert
-
-
-
-
-
-
-
-
Michael
Bell
5,000,000
-
-
(5,000,000)
-
-
-
-
Aditya
Asthana
-
-
-
-
-
-
-
-
FGR ANNUAL REPORT FY2023/24
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Performance rights holdings held by key management personnel
Directors
Balance
01.07.23
Granted
Vested
Other
(i)
Balance
30.06.24
Grant Date
Share Price
A$
Warwick
Grigor
400,000
-
316,008
-
400,000
17/10/2022
0.13
Dr Andy
Goodwin
450,000
-
353,587
(300,000)
150,000
17/10/2022
0.13
Michael
Quinert
200,000
-
126,206
-
200,000
17/10/2022
0.13
Michael
Bell
-
1,638,704
1,638,704
(1,638,704)
-
15/11/2021
0.068
Aditya
Asthana
-
588,287
588,287
(588,287)
-
15/11/2021
0.068
i.
Performance Rights converted to shares by Directors and KMP
Under the Company’s Incentive Award Plan, Performance Rights (PR) are granted to
employees following the release of the Company’s full financial year results starting
October 2022 till December 2024. The employees have an option to convert each right to a
fully paid ordinary share in the company. At the time of allotment of the PRs the Company
recognises an employee expense, with a corresponding increase in reserves. When the
employee chooses to convert the rights to ordinary shares the company recognises an
increase in equity with a corresponding decrease in reserves previously recognised. Over
financial year ended 30 June 2024, the company has issued 2,542,358 (2023: 1,890,689) PRs
to Directors and Key Management Personnel. In order to maintain a conservative position
with regards to cash expenditure until closer to a cash flow positive stage, the Company
has also issued additional 315,367 PRS in lieu of cash salary increase to the directors and
Key Management Personnel.
In 2023, the amount includes 1,050,000 Performance Rights issued to its Non-Executive
Directors as announced to the ASX in the Company’s Notice of Meeting for its 2022 Annual
General Meeting. 795,802 of these 1,050,000 PRs have already vested, for which the
Company has recognised an employee expense, with a corresponding increase in reserve.
1. 25% of the Performance Rights will be measured against the 20-day VWAP Share price
at 30 June of the applicable financial year (Tranche 2: FY23; Tranche 3: FY24). These rights
were valued using a hybrid share option pricing model with the following inputs:
Grant date
Spot price
Expiry
date
Volatility
Risk free
rate
Value per
right
Tranche 2
17/10/22
$0.110
17/10/26
75%
3.35%
$0.021
Tranche 3
17/10/22
$0.110
17/10/27
75%
3.35%
$0.035
2. 40% of the Performance Rights will be measured against the sales revenue received
during the applicable financial year (Tranche 2: FY23; Tranche 3: FY24) based on audited
accounts. These rights have been valued at the share price on the grant date. These
rights were valued using a hybrid share option pricing model with the same inputs used
above in Note 1.
In addition, vesting of each Tranche is subject to:
• 10% of the Performance Rights will be subject to the achievement by a Director of their
personal KPI for an applicable financial year as determined by the Board; and
• 25% of the Performance Rights will be subject to the Director remaining a director of
the Company.
• No valuation assumptions required as these are non-financial targets
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
34
The Performance Rights have expiry dates as follows: Tranche 1: 3 years from grant;
Tranche 2: 4 years from grant; Tranche 3: 5 years from grant. Management have
determined the probability of the rights vesting to be 100%.
.
Vesting conditions for Performance Rights issued to KMP’s (excluding Non-Executive
Directors):
1.
Share Price Target: $0.35
2. Total Revenue Target: $2 million
3. Continued employment with the company on date of issue of Performance
Rights
4. Completion of personal KPIs
5. If a Share Price or a Total Revenue Vesting Condition is partially met, a
proportionate percentage of Performance Rights in the applicable Tranche will
vest. For example, if FY23 Sales Revenue was $1,000,000, 20% of the Performance
Rights in Tranche 1 will vest (being 50% of 40%).
The weighting applied to each KPI for individual employees is dependent on their role and
their impact on the KPIs.
Directors
Balance
01.07.23
Granted
Exercise of
options
Acquired
Other
Balance
30.06.24
Warwick
Grigor
19,083,772
-
-
-
-
19,083,772
Dr Andy
Goodwin
2,008,993
-
-
-
300,000 (i)
2,308,993
Michael
Quinert
80,000
-
-
312,500
-
392,500
Michael
Bell
1,163,979
-
-
78,125
1,638,704 (i)
2,880,808
Aditya
Asthana
375,511
-
-
-
588,287 (i)
963,798
i.
Shares issued upon vesting and exercising of performance rights in the year.
There were no loans or other transactions with key management personnel.
At the 2023 Annual General Meeting held on 20 November 2023 there were 3.4% of the votes
against the adoption of the remuneration report.
FGR ANNUAL REPORT FY2023/24
35
ASX:FGR l
The Directors received the independence declaration from the auditor of First Graphene
Limited as stated on page 19.
During the period, BDO Corporate Tax (WA) Pty Ltd was paid $53,608 for the provision of
taxation services (2023: $56,873). BDO Corporate Tax (WA) Pty Ltd is an affiliate member of
BDO Audit Pty Ltd. Refer to Note 23 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 23, 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.
Managing Director and Chief Executive Officer
Dated at Perth this 1st day of October 2024
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.
The Company’s Annual General Meeting will be held on 7th November 2024.
Details will be included in the Annual report and the Notice of Meeting, which will be issued
in due course.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
36
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY JACKSON WHEELER TO THE DIRECTORS OF FIRST GRAPHENE
LIMITED
As lead auditor of First Graphene Limited for the year ended 30 June 2024, I declare that, to the best
of my knowledge and belief, there have been:
1.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2.
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of First Graphene Limited and the entities it controlled during the period.
Jackson Wheeler
Director
BDO Audit Pty Ltd
Perth
1 October 2024
FGR ANNUAL REPORT FY2023/24
37
ASX:FGR l
For the year ended 30 June 2024
2023
(Restated)
$
Revenue from contracts with
customers
3
492,003
861,167
Cost of goods sold
(391,259)
(561,990)
Gross profit
100,744
299,177
Other operating income
4(a)
997,811
1,077,204
Research & development
4(b)
(1,742,283)
(1,598,159)
Selling & marketing
4(c)
(329,984)
(568,952)
Mineral lease maintenance
4(d)
(131,900)
(126,237)
General & administrative
4(e)
(3,514,195)
(3,264,232)
Loss from continuing operations
before tax expense and finance
(4,619,807)
(4,181,199)
Other non-operating income
Share based payment expense
16
-
(385,743)
-
(477,673)
Finance income
5(a)
37,939
39,755
Finance expense
5(b)
(1,447,155)
(802,593)
(6,414,766)
(5,421,710)
Income tax (expense)/benefit
6
-
-
(6,414,766)
(5,421,710)
Items which may be reclassified to
profit or loss
Foreign currency translation
difference on foreign operations
(10,889)
117,120
Total comprehensive loss for the year
Attributable to the owners of First
Graphene Limited
(6,425,655)
(5,304,590)
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
38
For the year ended 30 June 2024
2023
$
Owners of First Graphene Limited
(6,328,235)
(5,421,099)
Non-Controlling interests
(86,531)
(611)
(6,414,766)
(5,421,710)
Owners of First Graphene Limited
(6,339,124)
(5,303,979)
Non-Controlling interests
(86,531)
(611)
(6,425,655)
(5,304,590)
Basic (loss) per share (cents per share)
7
(1.00)
(0.94)
Diluted Loss per share (cents per share)
7
(1.00)
(0.94)
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying note
FGR ANNUAL REPORT FY2023/24
39
ASX:FGR l
At 30 June 2024
2023
(Restated)
$
Cash and cash equivalents
8
3,160,135
3,225,954
Inventories
9
820,000
1,759,014
Trade and other receivables
63,453
346,495
Other current assets
10
126,841
726,064
4,170,429
6,057,527
Property, plant and equipment
11
2,010,421
2,479,526
Right of use asset
24
412,263
579,151
Inventories
9
2,737,615
2,215,237
Intangible assets
78,288
151,701
Other assets
227,027
229,244
5,465,614
5,654,859
9,636,043
11,712,386
Trade and other payables
12
296,908
435,832
Employee liabilities
190,484
276,118
Financial liabilities
13
3,125,039
3,622,000
Lease liabilities
24
100,223
90,539
3,712,654
4,424,489
Lease liabilities
24
322,575
440,117
322,575
440,117
4,035,229
4,864,606
5,600,814
6,847,780
Issued capital
15
111,406,042
106,378,130
Reserves
16
6,235,401
6,095,513
Accumulated losses
(112,139,885)
(105,811,650)
5,501,558
6,661,993
Non-controlling interest
99,256
185,787
5,600,814
6,847,780
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
40
For the year ended 30 June 2024
106,378,130
6,171,889
590
(76,966)
(105,811,650)
185,787
6,847,780
Loss for the year
-
-
-
-
(6,328,235)
(86,531)
(6,414,766)
Foreign currency translation
-
-
(10,889)
-
-
-
(10,889)
-
-
(10,889)
-
(6,328,235)
(86,531)
(6,425,655)
Share placements during the year
-
-
-
-
-
-
-
Shares issued
4,812,916
-
-
-
-
-
4,812,916
Transactions with non-controlling
interest
-
-
-
-
-
-
-
Share issue costs
(19,971)
-
-
-
-
-
(19,971)
Share based payment transactions
234,967
150,777
-
-
-
-
385,744
Vesting of performance rights
-
-
-
-
-
-
-
Transfer to accumulated losses
-
-
-
-
-
-
-
111,406,042
6,322,666
(10,299)
(76,966)
(112,139,885)
99,256
5,600,814
102,845,907
5,931,862
(116,530)
(76,966)
(100,389,940)
185,787
8,380,120
Loss for the year
-
-
-
-
(5,421,710)
-
(5,421,710)
Foreign currency translation
-
-
117,120
-
-
-
117,120
-
-
117,120
-
(5,421,710)
-
(5,304,590)
Share placements during the year
-
-
-
-
-
-
-
Shares issued
3,332,381
-
-
-
-
-
3,332,381
Transactions with non-controlling
interest
-
-
-
-
-
-
-
Share issue costs
(37,804)
-
-
-
-
-
(37,804)
Share based payment transactions
237,646
240,027
-
-
-
-
477,673
Vesting of performance rights
-
-
-
-
-
-
-
Transfer to accumulated losses
-
-
-
-
-
-
-
106,378,130
6,171,889
590
(76,966)
(105,811,650)
185,787
6,847,780
The above consolidated statement of changes in equity should be read in conjunction with the accompanying note
FGR ANNUAL REPORT FY2023/24
41
ASX:FGR l
For the year ended 30 June 2024
2023
$
Receipts from customers
1,144,215
726,673
Payments to suppliers and employees
(4,771,988)
(5,070,778)
Interest received
37,939
40,195
Interest paid
(40,729)
-
R&D and grant funding received
815,267
901,609
Other income
-
-
18
(2,815,296)
(3,402,301)
Payments for property, plant and equipment
(52,484)
(94,291)
Payments for intellectual property
-
(45,512)
(52,484)
(139,803)
Proceeds from placement of shares
2,912,916
-
Payment of share issue/capital raising costs
(19,971)
(37,804)
Finance lease payments
(79,605)
(198,862)
2,813,340
(236,666)
Net decrease in cash and cash equivalents
(54,440)
(3,778,770)
Cash and cash equivalents at beginning of the
year
3,225,954
7,004,724
Effect of exchange rate fluctuations on cash held
(11,379)
-
8
3,160,135
3,225,954
The above consolidated statement of cash flows should be read in conjunction with the
accompanying note
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
42
Notes to the Consolidated Financial Statements
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 Directors’ 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 1 October 2024
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;
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 2023, except for the adoption of new
accounting standards and interpretations effective for annual periods beginning 1 July 2023.
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.
At the date of authorisation of the financial statements, the Company has not applied the
following new and revised Australian Accounting Standards, interpretations and
amendments that have been issued but are not yet effective:
AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture (as amended), effective for
annual reporting periods beginning on or after 1 January 2025;
AASB 2022-6 Amendments to Australian Accounting Standards – Non-current Liabilities
with Covenants, effective for annual reporting periods beginning on or after 1 January 2024;
AASB 2022-5 Amendments to Australian Accounting Standards – Lease Liability in a Sale
and Leaseback, effective for annual reporting periods beginning on or after 1 January 2024;
FGR ANNUAL REPORT FY2023/24
43
ASX:FGR l
Notes to the Consolidated Financial Statements
AASB 2023-1 Amendments to Australian Accounting Standards – Supplier Finance
Arrangements, effective for annual reporting periods beginning on or after 1 January 2024;
AASB 2023-5 Amendments to Australian Accounting Standards – Lack of Exchangeability,
effective for annual reporting periods beginning on or after 1 January 2025.
For the year ended 30 June 2024 the entity recorded a loss of $6,414,766 (2023: $5,421,710)
and had net cash outflows from operating activities of $2,815,296 (2023: $ 3,402,301).
The ability of the entity to continue as a going concern is dependent on securing additional
funding through the sale of equity securities to either existing or new shareholders to
continue to fund its operational and marketing activities.
These conditions indicate a material uncertainty which may cast a significant doubt about
the entity’s ability to continue as a going concern and, therefore, it may be unable to realise
its assets and discharge its liabilities in the normal course of business.
The financial statements have been prepared on the basis the entity is a going concern,
which contemplates the continuity of normal business activity, realisation of assets and
settlement of liabilities in the normal course of business for the following reasons:
• The entity expects to receive additional funds via the issue of equity securities to either
existing or new shareholders; and
• In the event of further funds not being raised, the entity’s activities would be wound back
to a sustainable level.
Should the entity not be able to continue as a going concern, it may be required to realise
its assets and discharge its liabilities other than in the ordinary course of business, and at
amounts which differ from those stated in the financial statements and the financial report
does not include any adjustments relating to the recoverability and classification of recorded
asset amounts or liabilities which might be necessary should the entity not continue as a
going concern.
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 2024. Unless otherwise stated, the Group has yet to fully assess the impact
of these Standards and Interpretations when applied in future periods.
The consolidated financial statements comprise the financial statements of First Graphene
Limited and its subsidiaries as at 30 June 2024 (the
).
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:
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
44
Notes to the Consolidated Financial Statements
•
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.
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
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.
FGR ANNUAL REPORT FY2023/24
45
ASX:FGR l
Notes to the Consolidated Financial Statements
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.
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.
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.
The consolidated entity measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which they are granted.
The fair value is determined by using either the binomial or black-scholes model taking into
account the terms and conditions upon which the instruments were granted. The
accounting estimates and assumptions relating to equity-settled share-based payments
would have no impact on the carrying amounts of assets and liabilities within the next
annual reporting period but may impact profit or loss and equity. Refer to note 16 or further
information.
Judgement has been exercised in calculating and recognition of Service Revenue. This
applies to estimating percentage of work completed on each project that is being under
taken.
On initial recognition, the value of the convertible notes was calculated based on the
proceeds received. At each reporting date the fair value of the conversion feature within the
financial liability is estimated using a valuation model that utilises various inputs to model
share prices in different scenarios. Refer to Note 13.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
46
Notes to the Consolidated Financial Statements
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 2024 relates to raw material, work in progress and finished goods and is held
at the lower of cost and 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.
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.
FGR ANNUAL REPORT FY2023/24
47
ASX:FGR l
Notes to the Consolidated Financial Statements
Business Segment
Graphene Production
$
Research & Development
$
Corporate Services
$
Mining Asset
Maintenance
$
Total
$
2024
2023
(Restated)
2024
2023
(Restated)
2024
2023
(Restated)
2024
2023
(Restated)
2024
2023
(Restated)
Product Revenue
(Point in time)
303,141
598,966
-
-
-
-
-
-
303,141
598,966
Service Revenue
(Over time)
-
-
188,862
262,201
-
-
-
-
188,862
262,201
Total Revenue
303,141
598,966
188,862
262,201
-
-
-
-
492,003
861,167
Profit / (Loss) from
Continuing operations
(559,987)
(398,288)
(1,456,351)
(1,055,542)
(2,471,569)
(2,601,132)
(131,900)
(126,237)
(4,619,807)
(4,181,199)
Depreciation Expense
350,109
387,778
20,924
31,544
136,014
54,266
-
-
507,047
473,588
Amortisation Expense
121,760
47,485
72,727
26,626
16,875
83,446
-
-
211,362
134,057
Segment assets
3,664,265
4,389,214
2,590,587
3,998,018
3,379,531
3,295,164
1,660
29,994
9,636,043
11,712,390
Segment liabilities
(174,210)
(174,210)
(15,168)
(345,398)
(3,836,214)
(4,343,045)
(9,637)
(1,956)
(4,035,229)
(4,864,609)
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
48
Notes to the Consolidated Financial Statements
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.
2023 (Restated)
$
Geographical segments
Australia
444,031
4,789,829
861,167
5,499,802
United Kingdom
47,972
81,090
-
155,057
Sri Lanka
-
-
-
-
Total
492,003
4,870,919
861,167
5,654,859
Reconciliation of segment assets to the Statement of Financial Position
2023
$
Total segments assets
15,253,786
17,905,755
Inter-segment elimination
(5,617,743)
(6,193,369)
Total assets per statement of financial position
9,636,043
11,712,386
2023
$
Total segments liabilities
23,847,361
23,418,468
Inter-segment elimination
(19,812,132)
(18,553,852)
Total liabilities per statement of financial position
4,035,229
4,864,616
FGR ANNUAL REPORT FY2023/24
49
ASX:FGR l
Notes to the Consolidated Financial Statements
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.
Revenue from Services is based on contracts signed customers / development partners.
The transaction price is allocated across each performance obligation based on
contracted prices. The performance obligation is fulfilled over time as the Group
enhances the assets which the customer controls, for which the Group has no
alternative use and has a right to payment for performance earned to date. Revenue is
recognised in the accounting period in which services are rendered. Customers are in
general invoiced for an amount that is calculated based on agreed contract terms in
accordance with stand-alone selling prices for each performance obligation.
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.
Notes
2023 (Restated)
$
Types of goods
Sale of Goods
Sales of Services
303,141
188,862
598,966
262,201
Total revenue from contracts with customers
492,003
861,167
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
50
Notes to the Consolidated Financial Statements
Group recognises revenue under IFRS 15, using the point in time criteria for Product
Revenue and over time criteria for Service Revenue.
For Product Revenue, the customer
obtains control of a promised asset
and the entity satisfies a performance
obligation. Considerations include,
but are not limited to:
• The entity has a present right to
payment for the asset.
• The customer has legal title to the
asset.
• The entity has transferred physical
possession of the asset to the
customer.
• The customer has the significant
risks and rewards of ownership of
the asset.
• The customer has accepted the
asset.
Revenue from Services is based on contracts
signed customers / development partners.
• The transaction price is allocated across each
performance obligation based on contracted
prices.
• The performance obligation is fulfilled over
time as the Group enhances the assets
which the customer controls, for which the
Group has no alternative use and has a right
to payment for performance earned to date.
• Revenue is recognised in the accounting
period in which services are rendered.
Customers are in general invoiced for an
amount that is calculated based on agreed
contract terms.
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.
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.
FGR ANNUAL REPORT FY2023/24
51
ASX:FGR l
Notes to the Consolidated Financial Statements
Notes
2023
$
R&D tax incentive
815,267
914,099
Grant income
182,544
163,105
997,811
1,077,204
Employee expenses
655,460
658,993
Consultant and research programs
889,270
436,714
Legal and taxation expenses
-
20,426
Depreciation
20,924
31,544
Amortisation
72,727
26,626
Other
103,902
423,856
1,742,283
1,598,159
Employee expenses
159,873
419,862
Advertising & promotion
120,770
-
Depreciation
2,292
2,880
Other
47,049
146,210
329,984
568,952
Employee expenses
43,733
36,915
Rent of premises
57,348
54,107
Other
30,819
35,215
131,900
126,237
Employee expenses
1,547,898
1,616,123
Director, finance & company secretarial fees
104,457
56,698
Legal & other professional fees
296,505
301,636
Share registry, listing and other corporate
costs
168,919
108,041
Depreciation
483,831
439,164
Amortisation
138,635
130,931
Rent of premises
9,769
-
Insurances
209,907
114,039
Loss on disposal of property, plant and
equipment
14,546
-
Other
539,728
497,600
3,514,195
3,264,232
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
52
Notes to the Consolidated Financial Statements
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.
Notes
2023
$
Interest income on bank deposits
37,939
39,755
37,939
39,755
(b)
Finance Cost (i)
(1,403,039)
(819,130)
Interest – Right of use Asset
(20,584)
(9,230)
Other interest
(20,144)
-
Foreign exchange (loss)/gain
(3,388)
25,768
(1,447,155)
(802,593)
(i)
Finance Cost noted above is in accordance to the terms of the Share Placement Agreement
with Specialty Materials Investments, LLC that the Company entered into on the 27th of May
2021 (Note 13). The expense recognises the value of the additional shares to be issued ($900,000
over the life of the contract) and the issuance shares at a discount to the prevailing market price
per the terms of the agreement.
Share price on
issue date
2023
$
Additional Shares to be issued
-
186,749
4,761,905 shares issued @ 10.5c
14c
-
166,667
9,523,810 shares issued @ 10.5c
13.5c
-
285,714
5,000,000 shares issued @ 10c
12c
-
100,000
2,222,222 shares issued @ 9c
9.9c
-
20,000
6,666,667 shares issued @ 7.5c
8.4c
-
60,000
20,000,000 shares issued @5c
9.5c
900,000
-
Fair value adjustment
-
503,039
-
1,403,039
819,130
FGR ANNUAL REPORT FY2023/24
53
ASX:FGR l
Notes to the Consolidated Financial Statements
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:
2023
$
-
-
Current tax
-
-
Deferred tax
-
-
Under/(over) provision in prior years
-
-
-
-
(b)
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
-
-
-
-
-
Loss before income tax from all activities
(6,414,766)
(5,421,710)
-
Prima facie income tax benefit on loss before
income tax at 25% (2023: 25%)
(1,603,692)
(1,355,428)
-
Entertainment
1,713
2,206
-
Share based payments
75,350
119,418
-
Non-assessable income
(203,817)
(228,525)
-
Other permanent differences
56,132
54,299
-
Foreign Tax Rate Differential
95,676
98,538
-
Deferred tax assets not brought to account
1,578,638
1,309,492
-
-
The applicable weighted average effective tax rates
0%
0%
Prepaid expenditure
(29,885)
(42,790)
Other temporary differences
-
87
(29,885)
(42,703)
Off-set of deferred tax assets
29,885
42,703
-
-
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
54
Notes to the Consolidated Financial Statements
2023
$
Tax losses
8,369,307
7,685,057
Capital losses
7,310,519
7,310,519
PPE & Leases
2,634
(12,124)
Other temporary differences
76,705
105,997
15,759,165
15,089,449
Off-set of deferred tax liabilities
(29,885)
(42,703)
15,729,280
15,046,746
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 review in the relevant jurisdictions.
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 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.
Number of
shares
2023
Weighted average ordinary shares used in
calculating basic earnings per share
630,062,694
579,228,053
Weighted average ordinary shares used in
calculating diluted earnings per share
630,062,694
579,228,053
Basic loss per share - cents per share
(1.00)
(0.94)
Diluted loss per share - cents per share
(1.00)
(0.94)
2023
$
Loss attributable to the owners of First
Graphene used in calculating basic loss per
share
(6,328,235)
(5,421,710)
Loss attributable to the owners of First
Graphene used in calculating diluted loss per
share
(6,328,235)
(5,421,710)
FGR ANNUAL REPORT FY2023/24
55
ASX:FGR l
Notes to the Consolidated Financial Statements
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
above EPS calculations.
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:
2023
$
Cash at bank and in hand
3,160,135
3,225,954
3,160,135
3,225,954
The Group’s maximum exposure to financial risk is disclosed in note 14.
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 42.
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 within 12 months after the Statement of financial position
date are classified as current assets, all other inventories are classified as non-current.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
56
Notes to the Consolidated Financial Statements
2023
$
Raw materials
2,008,322
2,057,681
Work in progress
27,677
99,159
Finished goods
1,563,736
1,859,532
3,599,735
4,016,371
Less: Provision for impairment
(42,120)
(42,120)
3,557,615
3,974,251
Disclosed as:
Current
820,000
1,759,014
Non-current
2,737,615
2,215,237
Total inventory
3,557,615
3,974,251
The cost of inventories recognised as an expense during the year in respect of continuing
operations was $391,259 (2023: $294,362).
2023
$
Prepayments
126,841
726,064
126,841
726,064
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:
Capital Work in Progress – 15 years
Plant and Equipment – 5 years
Office Equipment – 3 years
Motor Vehicles – 10 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.
FGR ANNUAL REPORT FY2023/24
57
ASX:FGR l
Notes to the Consolidated Financial Statements
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.
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:
150,890
2,294,163
28,477
5,996
2,479,526
Additions
49,677
2,807
-
-
52,484
Disposal
(625)
(13,921)
-
-
(14,546)
Depreciation
-
(492,897)
(12,390)
(1,760)
(507,047)
Transfers
(151,942)
152,088
-
(146)
-
Movement due to
foreign exchange
-
4
-
-
4
48,000
1,942,244
16,087
4,090
2,010,421
625,125
2,176,724
45,050
7,756
2,854,655
Additions
68,467
111,245
-
-
179,712
Depreciation
-
(453,250)
(16,645)
(1,760)
(471,655)
Transfers
(542,702)
542,702
-
-
-
Movement due to
foreign exchange
-
(83,258)
72
-
(83,186)
150,890
2,294,163
28,477
5,996
2,479,526
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
58
Notes to the Consolidated Financial Statements
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.
2023
$
Trade and other payables
122,698
261,622
Customer deposits
174,210
174,210
296,908
435,832
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.
The Company entered into a Share Placement Agreement with Specialty Materials
Investments, LLC (the Investor) on the 27th of May 2021.
•
Total AUD amount that can be drawn down: $8,000,000
•
Initial deposit shares issued: 2,800,000 shares at $0.235 per share
•
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
FGR ANNUAL REPORT FY2023/24
59
ASX:FGR l
Notes to the Consolidated Financial Statements
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.
•
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.
•
In October 2022, the agreement was varied thereby extending the term over which
the shares are to be issued by another 12 months and in May 2024, the agreement
was varied thereby extending the term over which the shares are to be issued by a
further 12 months.
2023
$
Convertible liabilities
3,125,039
3,622,000
3,125,039
3,622,000
6,135,251
Finance Charge
186,749
4,761,905 Shares at an issue price of $0.105 per Share on 25 July 2022
(500,000)
9,523,810 Shares at an issue price of $0.105 per Share on 29 July 2022
(1,000,000)
5,000,000 Shares at an issue price of $0.10 per Share on 22 November 2022
(500,000)
2,222,222 Shares at an issue price of $0.09 per Share on 2 March 2023
(200,000)
6,666,667 Shares at an issue price of $0.075 per Share on 24 May 2023
(500,000)
3,622,000
20,000,000 Shares at an issue price of $0.05 per Share on 06 Oct 2023
(1,000,000)
Fair Value Adjustment
503,039
3,125,039
$0.051
27-May-25
0.91
75%
4.15%
Nil
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
60
Notes to the Consolidated Financial Statements
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.
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 receivables, deposits with banks, local money market instruments and short-term
investments. The accounting policy with respect to these financial instruments is described
in note 1.
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.
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
FGR ANNUAL REPORT FY2023/24
61
ASX:FGR l
Notes to the Consolidated Financial Statements
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 $3,160,135 (2023: $3,225,954).
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).
2023
$
Cash and cash
equivalents
3,160,135
3,225,954
3,160,135
3,225,954
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 2024 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 2024 was determined to be nil.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
62
Notes to the Consolidated Financial Statements
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:
Trade
receivables
63,453
-
-
63,453
-
63,453
63,453
-
-
63,453
-
63,453
Trade
receivables
346,495
-
-
346,495
-
346,495
346,495
-
-
346,495
-
346,495
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.
There is no collateral held as security by the Group or its controlled entities.
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.
FGR ANNUAL REPORT FY2023/24
63
ASX:FGR l
Notes to the Consolidated Financial Statements
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.
Weighted
average
effective
interest
rate
%
Floating
interest rate
Fixed interest
Non-interest bearing
Within one
year
$
Within
one
year
$
1-5
years
$
Within
one year
$
1-5
years
$
Total
$
30 June 2024
Financial assets
Cash and cash
equivalents
1.21
2,615,014
72,481
-
472,640
-
3,160,135
Total Financial assets at
30 June 2024
2,615,014
72,481
-
472,640
-
3,160,135
Trade and other
payables
-
-
-
296,908
-
296,908
Financial liabilities
-
-
-
3,125,039
-
3,125,039
Lease Liabilities
-
-
-
100,223
322,575
422,798
Total financial liabilities
at 30 June 2024
-
-
-
3,522,170
322,575
3,844,745
30 June 2023
Financial assets
Cash and cash
equivalents
0.01
3,225,954
-
-
-
-
3,225,954
Total Financial assets at
30 June 2023
3,225,954
-
-
-
-
3,225,954
Trade and other
payables
-
-
-
435,832
-
435,832
Financial liabilities
-
-
-
3,622,000
-
3,622,000
Lease Liabilities
-
-
-
90,539
440,117
530,656
Total financial liabilities
at 30 June 2023
-
-
-
4,148,371
440,117
4,588,488
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
64
Notes to the Consolidated Financial Statements
Trade and other payables and borrowings are expected to be paid as follows:
Trade and other payables (refer note 12)
296,908
-
-
-
Financial liabilities (refer note 13)
3,125,039
-
-
-
3,421,947
-
-
-
Trade and other payables (refer note 12)
435,832
-
-
-
Financial liabilities (refer note 13)
3,622,000
-
-
-
4,057,832
-
-
-
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 $US GBP£ and Sri
Lankan Rupee.
Sensitivity analysis
The following table does not include intra group financial assets and liabilities. It summaries
the sensitivity of the Group’s financial assets and liabilities to external parties at 30 June 2024
to foreign exchange risk, based on foreign exchange rates as at 30 June 2024 and sensitivity
of +/-5%:
US$/A$
0.6688
GBP/A$£
0.5286
LKR/A$
204.47
FGR ANNUAL REPORT FY2023/24
65
ASX:FGR l
Notes to the Consolidated Financial Statements
2023
$
Improvement in AUD by 5%
(76,697)
(74,476)
Decline in AUD by 5%
76,697
74,476
Improvement in AUD by 5%
(76,697)
(74,476)
Decline in AUD by 5%
76,697
74,476
(ii) Interest rate risk
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
2,615,014
(2,615)
-
2,615
-
2,615,014
(2,615)
-
2,615
-
2023
$
Floating rate instruments
Cash at bank
3,225,954
(2,614)
-
2,614
-
3,225,954
(2,614)
-
2,614
-
Fair value versus carrying amount
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.
For financial assets and liabilities which are liquid or have short term maturities it is assumed
the carrying amounts approximate to their fair value.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
66
Notes to the Consolidated Financial Statements
30 June 2023
Note
Carrying
amount
$
Net fair
value
$
Trade and other receivables
63,453
63,453
346,495
346,495
Total financial assets
63,453
63,453
346,495
346,495
Trade and other payables
12
296,908
296,908
435,832
435,832
Financial liabilities
13
3,125,039
3,125,039
3,622,000
3,622,000
Total Financial Liabilities
3,421,947
3,421,947
4,057,832
4,057,832
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.
Note
$
Convertible liabilities
13
3,125,039
-
3,125,039
-
Total financial liabilities
3,125,039
-
3,125,039
-
There were no transfers between Level 1, Level 2 and Level 3 during 2024.
Note
$
Convertible liabilities
13
3,622,000
-
3,622,000
-
Total financial liabilities
3,622,000
-
3,622,000
-
FGR ANNUAL REPORT FY2023/24
67
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Notes to the Consolidated Financial Statements
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.
Ordinary shares entitle the holder to participate in dividends and the proceeds on the
winding up of the company in proportion to the number of and amounts paid on the shares
held.
The fully paid ordinary shares have no par value and the company does not have a limited
amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have
one vote and upon a poll each share shall have one vote.
2023
2023
$
Number
Issued and
fully paid
111,406,042
106,378,130
659,251,723
590,205,277
Movements in
shares on
issue
At the
beginning of
the year
106,378,131
102,845,906
590,205,277
560,033,776
Exercise of
performance
rights
234,967
237,646
3,531,821
1,996,896
Shares issued
to employees
-
-
-
-
Entitlement
issue(i)
1,900,000
3,332,381
20,000,000
28,174,605
Shares issued
to third party
2,912,916
-
45,514,625
-
Share issue
costs
(19,972)
(37,803)
-
-
At the end of
the year
111,406,042
106,378,130
659,251,723
590,205,277
(i)
Repayment of borrowings as per the share placement agreement – Refer Note 13.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
68
Notes to the Consolidated Financial Statements
2023
Number
Unlisted share options
At the beginning of the year
15,000,000
15,000,000
Options issued
4,500,000
-
Options exercised
-
-
Options expired
(15,000,000)
-
At the end of the year
4,500,000
15,000,000
2023
Number
Unlisted performance rights
At the beginning of the year
1,745,888
60,000
Performance rights issued
4,116,974
3,682,784
Performance rights converted
(3,531,821)
(1,996,896)
At the end of the year
2,331,041
1,745,888
Refer note 16 for further details on performance rights issued.
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, the
likelihood of non-market performance conditions being met;
•
The current best estimate of additional performance rights to be issued in lieu of cash
salary increase;
•
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.
The Group recognised total share-based payment expenses as follows:
2023
$
Options issued to directors
-
80,911
Options issued to Marketing Consultants
81,945
-
Performance rights issued to employees
128,519
165,598
Performance rights issued to KMPs
153,662
174,914
Performance rights issued to non-exec directors
21,617
56,250
FGR ANNUAL REPORT FY2023/24
69
ASX:FGR l
Notes to the Consolidated Financial Statements
Total
385,743
477,673
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.
2023
Number of
Options
Weighted
average
exercise price
(cents)
Outstanding 1 July
15,000,000
25.0
15,000,000
25.0
Issued
4,500,000
9.4
-
-
Exercised
-
-
-
-
Traded / Sold
-
-
-
-
Lapsed
(15,000,000)
25.0
-
-
Outstanding 30 June
4,500,000
9.4
15,000,000
25.0
A total of 4,500,000 options were issued to Global Discovery, a marketing consultant as
success-based reward for their work on the 9 February 2024. The valuation of the share-
based payment transactions is measured by reference to fair value of the equity instruments
at the date at which they are granted. The fair value of the options was estimated using a
Black-Scholes pricing model. Expected volatility was based on the historical movement of
the underlying share price around its average share price. The assumption that the historical
volatility in indicative of future trends may also not necessarily be the actual outcome.
Inputs into the pricing model:
Fair value per option
Expected
volatility
Option life
Risk-free
interest
rate
0.023
6.4
7
100%
1
3.775%
0.019
6.4
9
100%
1
3.775%
0.015
6.4
11
100%
1
3.775%
During the year, an amount of $81,945 (2023: Nil) was recognised as a share-based payment
expense.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
70
Notes to the Consolidated Financial Statements
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
Number
Granted
during
the year
Number
Exercised
during the
year
Number
Expired/
lapsed
during the
year
Number
Balance at
the end of
the year
Number
Vested
and
exercisable
during the
year
Number
8 Nov
2019
8 Nov
2023
$0.25
9,000,000
-
-
(9,000,000)
-
-
6 Jan
2020
8 Nov
2023
$0.25
1,000,000
-
-
(1,000,000)
-
-
17
Dec
2020
8 Nov
2023
$0.25
5,000,000
-
-
(5,000,000)
-
-
9 Feb
2024
9 Feb
2025
$0.07
- 1,000,000
-
-
1,000,000
1,000,000
9 Feb
2024
9 Feb
2025
$0.09
- 1,500,000
-
-
1,500,000
1,500,000
9 Feb
2024
9 Feb
2025
$0.11
- 2,000,000
-
-
2,000,000
2,000,000
The weighted average remaining contractual life of the options is 0.6 years (2023: 0.25 years).
FGR ANNUAL REPORT FY2023/24
71
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Notes to the Consolidated Financial Statements
Under the Company’s Incentive Award Plan, Performance Rights (PR) are granted to
employees following the release of the Company’s full financial year results starting
October 2022 till December 2024. The employees have an option to convert each right to a
fully paid ordinary share in the company, up to 2 years following the allocation. At the time
of allotment of the PRs the Company recognises an employee expense, with a
corresponding increase in reserves. When the employee chooses to convert the rights to
ordinary shares the company recognises an increase in equity with a corresponding
decrease in reserves previously recognised. Over financial year ended 30 June 2024, the
company has issued 4,116,974 (2023: 3,682,784) PRs to employees and Key Management
Personnel.
In 2023, the amount includes 1,050,000 Performance Rights issued to its Non-Executive
Directors as announced to the ASX in the Company’s Notice of Meeting for its 2022 Annual
General Meeting. 795,802 of these 1,050,000 PRs have already vested, for which the
Company has recognised an employee expense, with a corresponding increase in reserve.
This table below summaries performance rights granted to directors, employees under
Incentive Award Plan:
Performance rights issued to Non-Executive Directors
Tranche 1
Tranche 2
Tranche 3
Total
Vesting Conditions
Vested
Vested
Unvested
Share Price1
$0.3
$0.35
$0.45
Sales (AUD)2
$1 million
$2 million
$5 million
NED Name
Number of
Rights
Number of
Rights
Number of
Rights
Total
Andrew Goodwin
300,000
50,000
100,000
450,000
Michael Quinert
50,000
50,000
100,000
200,000
Warwick Grigor
100,000
100,000
200,000
400,000
Total
450,000
200,000
400,000
1,050,000
Number of rights vested
381,375
157,259
-
538,634
Notes:
1.
25% of the Performance Rights will be measured against the 20-day VWAP
Share price at 30 June of the applicable financial year (Tranche 2: FY23; Tranche
3: FY24). These rights were valued using a hybrid share option pricing model
with the following inputs:
Grant date
Spot price
Expiry
date
Volatility
Risk free
rate
Value per
right
Tranche 2
17/10/22
$0.110
17/10/26
75%
3.35%
$0.021
Tranche 3
17/10/22
$0.110
17/10/27
75%
3.35%
$0.035
2. 40% of the Performance Rights will be measured against the sales revenue
received during the applicable financial year (Tranche 2: FY23; Tranche 3: FY24)
based on audited accounts. These rights have been valued at the share price
on the grant date.
In addition, vesting of each Tranche is subject to:
• 10% of the Performance Rights will be subject to the achievement by a Director of their
personal KPI for an applicable financial year as determined by the Board; and
• 25% of the Performance Rights will be subject to the Director remaining a director of
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
72
Notes to the Consolidated Financial Statements
the Company.
The Performance Rights have expiry dates as follows: Tranche 1: 3 years from grant;
Tranche 2: 4 years from grant; Tranche 3: 5 years from grant. Management have
determined the probability of the rights vesting to be 70%.
3. In order to maintain a conservative position with regards to cash expenditure
until closer to a cash flow positive stage, the Company has also issued additional
257,168 Performance Rights in lieu of cash salary increase to the Non-Executive
Directors.
Performance rights issued to Employees & KMPs
The following performance rights were granted to employees & KMP:
Number of
Performance
Rights
Date of Grant
Share Price
A$
Vesting Date
Employees
1,889,983
11/09/2023
0.068
11/09/2023
KMP *
2,226,991
11/09/2023
0.068
11/09/2023
4,116,974
*These KMP rights have been converted to shares during the period.
- Michael Bell – 1,638,704
- Aditya Asthana – 588,287
The table below summaries performance rights granted to employees and key
management personnel under the Incentive Award Plan:
Grant
Date
Expiry
Date
Balance
at
start of the
year
Number
Granted
during
the year
Number
Converted
during the
year
Number
Expired/
lapsed during
the year
Number
Balance at the
end of the year
Number
Vested and
exercisable
during the
year
Number
25 Nov
2021
23 Mar
2026
60,000
-
-
-
60,000
60,000
17 Oct
2022
17 Oct
2026
1,685,888
-
-
-
1,685,888
1,431,690
11 Sep
2023
11 Sep
2026
-
4,116,974
(3,531,821)
-
585,153
585,153
Vesting conditions for Performance Rights issued to employees (excluding Non-Executive
Directors):
4. Share Price Target: $0.35
5. Total Revenue Target: $2 million
6. Continued employment with the company on date of issue of Performance
Rights
7. Completion of personal KPIs
8. If a Share Price or a Total Revenue Vesting Condition is partially met, a
proportionate percentage of Performance Rights in the applicable Tranche will
FGR ANNUAL REPORT FY2023/24
73
ASX:FGR l
Notes to the Consolidated Financial Statements
vest. For example, if FY23 Sales Revenue was $1,000,000, 20% of the
Performance Rights in Tranche 1 will vest (being 50% of 40%).
The weighting applied to each KPI for individual employees is dependent on their role and
their impact on the KPIs.
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.
2023
$
Net Loss
(6,414,766)
(5,421,710)
Adjusted for:
Depreciation
507,047
473,588
Amortisation
211,362
27,249
Impairment of intangible asset
-
-
Write back/impairment of inventory
-
-
(Gain)/loss on sale of property, plant and equipment
14,546
-
Share based payments expensed
385,743
477,673
Non-cash finance cost
1,403,039
819,130
Shares issued to employees as payment for deferred
salaries
-
-
Foreign exchange loss/(gains)
3,388
25,768
(Increase)/decrease in trade and other receivables
283,043
(178,751)
(Increase)/decrease in inventory
416,636
850,836
(Increase)/decrease in prepayments
599,223
(478,262)
Decrease in other assets
-
-
(Decrease)/increase in trade and other payables
(224,557)
2,178
(2,815,296)
(3,402,301)
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
74
Notes to the Consolidated Financial Statements
2023
$
ROU Asset recognised
(28,253)
551,029
Performance Rights issued to
employees
66,433
240,026
38,180
791,055
The Group has no commitments which are not recorded on the statement of financial
position as at 30 June 2024 (2023: Nil).
FGR ANNUAL REPORT FY2023/24
75
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Notes to the Consolidated Financial Statements
2023
$
Cash and cash equivalents
2,616,612
2,559,762
Trade and other receivables
58,650
346,495
Inventory
1,414,695
1,759,014
Other current assets
119,540
171,158
4,209,497
4,836,429
Property, plant and equipment
2,007,619
2,476,171
Right of use asset
412,263
579,151
Inventory
2,142,920
2,215,238
Investment in subsidiaries
214,379
650,000
Investment
227,027
229,244
5,004,208
6,149,804
9,213,705
10,986,233
Trade and other payables
3,421,947
3,807,648
Employee liabilities
162,975
178,953
Lease Liabilities
100,223
90,539
3,685,145
4,077,140
Lease Liabilities
322,575
440,117
322,575
440,117
4,007,720
4,517,257
5,205,985
6,468,974
Issued capital
111,406,041
106,378,129
Share based payments reserve
6,236,311
6,171,889
Other reserves
-
-
Accumulated losses
(112,436,367)
(106,081,044)
Total equity
5,205,985
6,468,974
Results of the parent entity:
Loss for the period
(6,355,323)
(5,630,655)
(6,355,323)
(5,630,655)
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
76
Notes to the Consolidated Financial Statements
On 30 August 2024, the group issued 5,000,000 shares at an issue price of $0.04 per share
to Specialty Materials Investments, LLC (the Investor) as per Share Placement Agreement.
Other than the above, there has not been any matter or circumstances occurring
subsequent to the end of the financial year that has significantly affected, or may
significantly affect, the operations of the Group, the results of those operations, or the state
of affairs of the Group in future financial years.
The key management personnel compensation included in employee benefits expense
(note 4) and share-based payments (note 16), is as follows:
2023
$
Short term employee benefits
775,955
871,474
Post Employment benefits
54,670
-
Share based payments
195,630
312,074
1,026,255
1,183,548
There were no loans to/from related parties in 2024 (2023: Nil)
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
2024
2023
First Graphene (UK) Ltd
Graphene sales
and R&D
100%
100%
Ordinary
England &
Wales
MRL Investments (Pvt)
Ltd
Holding company
100%
100%
Ordinary
Sri Lanka
MRL Graphene (Pvt) Ltd
Graphene Mining
and exploration
100%
100%
Ordinary
Sri Lanka
2D Fluidics Pty Ltd
Development and
sale of VFD, TTF
and other 2D
devices and
materials
66.67%
66.67%
Ordinary
Australia
FGR ANNUAL REPORT FY2023/24
77
ASX:FGR l
Notes to the Consolidated Financial Statements
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 Pty Ltd and related network firms as detailed below:
Auditors’ remuneration
2023
$
Remuneration of the auditor of the Group for:
-
Audit services – BDO Audit Pty Ltd
80,249
74,346
-
Taxation services – BDO Corporate Tax (WA) Pty Ltd
53,608
56,873
133,857
131,219
*The BDO entity performing the audit of the Group transitioned from BDO Audit (WA) Pty
Ltd to BDO Audit Pty Ltd on 15th May 2024. The disclosures include amounts received or due
and receivable by BDO Audit (WA) Pty Ltd, BDO Audit Pty Ltd and their respective entities.
(a)
(b)
(a) + (b)
(c)
(a) + (b) – (c)
1,130,199
(551,048)
579,151
530,656
48,495
Remeasurement of
lease liability
(28,253)
-
(28,253)
(28,253)
-
Depreciation
-
(138,635)
(138,635)
(79,605)
(59,030)
1,101,946
(689,683)
412,263
422,798
(10,535)
The remeasurement of the liability for both the Right of use asset and liabilities relates
to lease for the manufacturing plant at 1 Sepia close, Henderson.
Calculation for the lease liability and asset was done in accordance to AASB 16
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
78
Notes to the Consolidated Financial Statements
In the 2023 Financial statements, the Company had incorrectly classified its lease liability
entirely as a current liability. A split between current and non-current liability was required.
This classification in the Company’s Statement of Financial Position has now been made.
There is no change to the Company’s total assets or total liabilities.
Below is a summary of the changes made:
2023
$
Previously
reported
Trade and other payables
435,832
435,832
Employee liabilities
276,118
276,118
Lease Liabilities
90,539
530,656
Financial Liabilities
3,622,000
3,622,000
4,424,489
4,864,606
Lease Liabilities
440,117
-
440,117
-
4,864,606
4,864,606
6,847,780
6,847,780
In the 2023 Financial statements, the Company had incorrectly classified a portion of grant
funding in Revenue, which should have been reflected in other operating income. This
classification in the Company’s Statement of Profit or Loss and Other Comprehensive
Income. There is no change to the Company’s results or total assets or total liabilities.
Below is a summary of the changes made:
2023
$
Previously
reported
Revenue from contracts with customers
861,167
1,003,424
Cost of goods sold
(561,990)
(561,990)
Gross profit/(loss)
299,177
441,434
Other operating income
1,077,204
934,947
Research & development
(1,598,159)
(1,598,159)
Selling & marketing
(568,952)
(568,952)
Mineral lease maintenance
(126,237)
(126,237)
General & administrative
(3,264,232)
(3,264,232)
Loss from continuing operations before tax expense and
finance
(4,181,199)
(4,181,199)
FGR ANNUAL REPORT FY2023/24
79
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At 30 June 2024
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance
with the Corporations Act 2001. It includes certain information for each entity that was part
of the consolidated entity at the end of the financial year.
Entity Name
Entity Type
Body Corporates
Tax Residency
Place formed
or
incorporated
% of share
capital
held
Australian
or Foreign
Foreign
Jurisdiction
First Graphene Ltd
Body
corporate
Australia
Not
applicable
Australia
Not
applicable
First Graphene (UK) Ltd
Body
corporate
England &
Wales
100%
Foreign
England &
Wales
MRL Investments (Pvt)
Ltd
Body
corporate
Sri Lanka
100%
Foreign
Sri Lanka
MRL Graphene (Pvt) Ltd
Body
corporate
Sri Lanka
100%
Foreign
Sri Lanka
2D Fluidics Pty Ltd
Body
corporate
Australia
66.67%
Australian
Not
applicable
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
80
The Directors declare that:
(a) in the directors’ opinion, there are reasonable grounds to believe that the company will
be able to pay its debts as and when they become due and payable
(b) in the directors’ opinion, the attached financial statements are in compliance with
International Financial Reporting Standards, as stated in note 1 to the financial statements
(c) in the directors’ opinion, the attached financial statements and notes thereto are in
accordance with the Corporations Act 2001, including compliance with accounting
standards and giving a true and fair view of the financial position and performance of the
consolidated entity,
(d) the directors have been given the declarations required by s.295A of the Corporation Act
2001.
(e) in the directors’ opinion, the attached consolidated entity disclosure statement is true
and correct.
(f) the remuneration disclosures set out in the Directors’ Report on pages 10 to 17 (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
Managing Director
1 October 2024
FGR ANNUAL REPORT FY2023/24
81
ASX:FGR l
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of First Graphene Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of First Graphene Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2024, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including material accounting policy information, the consolidated entity
disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report which describes the events and/or conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s
ability to continue as a going concern and therefore the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this
matter.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
82
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Valuation of inventory
Key audit matter
How the matter was addressed in our audit
The Group’s inventory, as disclosed in Note 9 to the
financial report, was a key audit matter as the
inventory costing and net realisable value (“NRV”)
calculations require significant estimates and
judgements.
The determination of NRV of the inventory requires
management’s judgement in relation to estimating
future selling prices, future processing costs and
related selling costs.
Our audit procedures included, but were not limited
to:
•
Assessing the NRV of inventory against the
requirements of the Australian Accounting
Standards, including comparing managements
estimated future selling prices to historical sales
prices, purchase orders from customers and sales
subsequent to the reporting date;
•
Observing the year end stocktake process and
undertaking our own test counts; and
•
Assessing the adequacy of the related disclosures
in Note 9 to the financial report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2024, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
FGR ANNUAL REPORT FY2023/24
83
ASX:FGR l
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a)
the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 10 to 17 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of First Graphene Limited, for the year ended 30 June 2024,
complies with section 300A of the Corporations Act 2001.
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
84
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
Jackson Wheeler
Director
Perth, 1 October 2024
FGR ANNUAL REPORT FY2023/24
85
ASX:FGR l
(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 29 September
2024.
1 – 1,000
175
30,004
1,001 – 5,000
1,230
4,194,842
5,001 – 10,000
978
7,726,153
10,001 – 100,000
2,207
78,085,223
100,001 and over
537
574,215,501
5,127
664,251,723
Fully Paid ordinary shares
664,251,723
0
Options
0
4,500,000
THE WORLD’S LARGEST PRODUCER OF PURE GRAPHENE
86
Position
Holder Name
Holding
%
1
BNP PARIBAS NOMINEES PTY LTD
198,547,801
29.89%
2
CITICORP NOMINEES PTY LIMITED
37,811,941
5.69%
3
BNP PARIBAS NOMS PTY LTD
27,180,617
4.09%
4
TWYNAM INVESTMENTS PTY LTD
21,659,589
3.26%
5
GREGORACH PTY LTD
15,685,946
2.36%
6
BUILDING ON THE ROCK LIMITED
14,685,000
2.21%
7
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
13,843,763
2.08%
8
IPS Holdings
13,828,400
2.08%
9
DEBT MANAGEMENT ASIA CORPORATION
12,757,146
1.92%
10
WILLIAM TAYLOR NOMINEES PTY LTD
4,465,959
0.67%
11
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
– A/C 2
4,379,829
0.66%
12
GINGA PTY LTD
4,217,565
0.63%
13
MR RICHARD HOPETOUN BITCON
3,210,000
0.48%
14
BNP PARIBAS NOMINEES PTY LTD
3,204,253
0.48%
15
MR MICHAEL BELL
2,880,808
0.43%
16
IPS NOMINEES LIMITED
2,759,611
0.42%
17
MR ADAM O'DONNELL FERRIS
2,650,000
0.40%
18
MR RYAN JEHAN ROCKWOOD
2,500,000
0.38%
19
MR MICHAEL ALAN ANTOSKA &
MRS ELISA ANTOSKA
2,368,750
0.36%
20
DR PAUL FRANCIS MORTON
2,203,750
0.33%
Total
390,8410,728
58.84%
Total issued capital - selected security class(es)
664,251,723
100.00%
Shareholders with less than a marketable parcel
At 29 September 2024, there were 2,405 shareholders holding less than a marketable parcel
of shares ($0.048 cents on this date) in the Company totalling 12,175,201 ordinary shares. This
represented 1.88% of the issued capital.
All granted licences are in good standing and comply with the reporting requirements
of the relevant licence.
IML/A/HO/9405/R/2
100
Granted
Central
IML/A/HO/8416/R4
100
Granted
Western
EL/321/R2
100
Renewal
Central
EL/262/R3
100
Renewal
Central
EL/325/R2
100
Renewal
Central
EL/326/R2
100
Renewal
Central
FGR ANNUAL REPORT FY2023/24
87
ASX:FGR l
CORPORATE DIRECTORY
Directors
Warwick Grigor
(Non-Executive Chairman)
Dr Andy Goodwin (Non-Executive Director)
Michael Quinert
(Non-Executive Director)
Michael Bell
(Managing Director & CEO)
Company Secretary
Elizabeth Lee
Principal Registered Office
in Australia
1 Sepia Close
Henderson WA 6166
+61 1300 6600 448
info@firstgraphene.net
www.firstgraphene.net
Stock Exchange Listings
The Company is listed on the Australian Securities Exchange
under the trading code FGR.
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.
Share Registry
Automatic Registry Services
Level 5, 191 St Georges Terrace
Perth WA 6000
All security holder correspondence to:
PO Box 5193,
Sydney, NSW 2001
Contact:
1300 288 664 (within Australia)
+61 (0)2 9698 5414 (outside Australia)
hello@automatic.com.au
www.automatic.com.au
Auditor
BDO Audit (WA) Pty Ltd
Level 9, Mia Yellagonga Tower 2
5 Spring St
Perth WA 6000
Solicitors - Australia
EMK Lawyers
Suite 1, 519 Stirling Hwy
Cottesloe WA 6011
PO Box 103
Cottesloe WA 6011
Bankers - Australia
Westpac Banking Corporation
Level 6, 109 St Georges Terrace
Perth WA 6000
Contact
Corporate Headquarters & Manufacturing Plant
AUSTRALIA
1 Sepia Close
Henderson WA 6166
+61 1300 660 448
info@firstgraphene.net
FIRSTGRAPHENE.NET