ANNUAL REPORT
2024
ELECTRO OPTIC SYSTEMS HOLDINGS LIMITED
PROTECTING
VITAL ASSETS
Electro Optic Systems Holdings Limited
ANNUAL REPORT
2024
Electro Optic Systems Holdings Limited | Annual Report 2024
1
Contents
Chairman’s Report
2
CEO’s Report
3
EOS Target Markets
4
Industry Insight: The Urgent Drone Threat
6
Industry Insight: EOS Counter-Drone Technology
7
Company Overview
8
Demonstration Activities
10
Advanced Manufacturing
12
EOS People
14
EOS Directors
16
EOS Executive Team
19
Review of Operations
20
Directors’ Report
34
Financial Statements and Notes
60
Consolidated Entity Disclosure Statement
122
Directors’ Declaration
123
Independent Auditor’s Report
124
ASX Additional Information
129
Corporate Directory
132
Electro Optic Systems Holdings Limited | Annual Report 2024
1
Contents
Chairman’s Report
2
CEO’s Report
3
EOS Target Markets
4
Industry Insight: The Urgent Drone Threat
6
Industry Insight: EOS Counter-Drone Technology
7
Company Overview
8
Demonstration Activities
10
Advanced Manufacturing
12
EOS People
14
EOS Directors
16
EOS Executive Team
19
Review of Operations
20
Directors’ Report
34
Financial Statements and Notes
60
Consolidated Entity Disclosure Statement
122
Directors’ Declaration
123
Independent Auditor’s Report
124
ASX Additional Information
129
Corporate Directory
132
Electro Optic Systems Holdings Limited | Annual Report 2024
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Chairman’s Report
For the year ended 31 December 2024
Mr Garry Hounsell
Director and Chair of the Board of Directors
4 April 2025
2024 represented the second full year in EOS’
turnaround plan, and I can advise that EOS is now on
a much more stable footing and is well positioned to
capture the exciting opportunities ahead of it.
During 2024, conflicts continued throughout many
regions of the world. Further, the ever-expanding
number of cheap and increasingly autonomous drones
is transforming the nature of modern warfare. This is
causing an enduring and growing demand for the types
of products EOS produces.
In recognition of these changes, during the year the
Board decided to change the growth emphasis of
EOS, to focus on the growth markets of counter-drone
products (including remote weapon systems and high
energy laser weapons) as well as on space control
products and services.
As well as generating the highest total annual revenue
in its long history, 2024 saw EOS shift its focus to
developing its order book and commercialising the
new products that have been launched in recent years.
EOS’ customers – generally governments – have well
established and prudent procurement processes. This
can sometimes mean that it takes longer to sign new
contracts than in other industries. The good news is that,
as we have seen previously, contracts can be very large.
In 2024, EOS management was focused on developing
its chosen markets and progressing contractual
negotiations with a number of potential customers.
The Board looks forward to this work creating order
book growth in the coming months and years.
In March 2024, the Group undertook a modest $35m
institutional placement, supplemented by a share
purchase plan for existing retail investors. The purpose
of this fundraising was to ensure that EOS was able to
procure long lead time items, allowing the business to
be more responsive to existing and potential customer
needs. The Board wishes to thank the investors who
supported EOS in this process.
In November 2024, the Group announced that it had
entered into an agreement to sell its naval satellite
communications business, EM Solutions, to Cohort
plc for an enterprise value of $144m. EM Solutions has
performed well since it was acquired by EOS in 2019 and
the Board did not take the decision to divest it lightly.
Ultimately, it was determined that EM Solutions was
strategically non-core to the rest of the Group and that
it would be more optimal to use funds raised in its sale
to invest in the core business. EOS is grateful to the
Australian Commonwealth Government and Department
of Defence for their support in the sale of EM Solutions.
The sale of EM Solutions was completed on 31 January
2025, triggering the automatic and full repayment of the
debt held by Soul Patts (formerly Washington H Soul
Pattinson). EOS is grateful to Soul Patts for its support
during a difficult period. This repayment leaves EOS
with no borrowings as at the end of January 2025 and a
strong balance sheet, capable of supporting EOS’ growth
agenda for the future. The Board remains committed to
investing these funds strategically and prudently.
The Board believes that EOS’ focus on the counter-drone
and space domains is the right strategy to deliver growth.
I wish to thank EOS’ senior management, its broader
staff and the Board for their contributions to what was a
highly positive year for the business.
Overall, EOS enters 2025 in an enviable position, with a
clear strategy, strong markets, innovative products and
a robust balance sheet. The Board would like to thank
shareholders for their ongoing support of EOS, and
we look forward to the exciting things to come for the
business in 2025.
The Board is pleased to report on a
successful year for EOS
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CEO’s Report
For the year ended 31 December 2024
At EOS, we see exciting opportunities
for growth and are working hard to
grow our order book
We are focused on delivering growth in:
• counter-drone products, remote weapon systems and
high energy laser weapons; and
• space control product and services.
Our main effort in 2024 was spent on progressing sales
discussions with existing customers and potential new
customers around the world.
In our Defence Systems business, we continued to see
success for our world-leading counter-drone offering,
the Slinger system. The system has been sold to various
clients and is now being used successfully in Ukraine.
We have provided several other customers with smaller
evaluation quantities of both the Slinger system and our
traditional R400 remote weapon system. We hope to
secure further orders in due course from this evaluation
work. In late 2024, we also announced the first sale
of our new container-based, rocket-carrying remote
weapon system to a Western European customer.
In 2024, EOS’ highly capable engineering teams began
work on a ‘next-generation’ remote weapon system,
the R500. It incorporates all the lessons learned from
operations in various conflicts as well as the latest
technological advances, such as fully AI-driven software
for detection, classification and tracking of targets. We
expect it to be well received by the international markets.
Good progress was made in 2024 in developing the
markets for the newer products in our portfolio. These
include our heavy-calibre R800 system and light-weight
R150 system, which were both launched in 2023.
Feedback from the market has been positive – we look
forward to securing more contracts in due course.
2024 was a watershed year for the directed energy
weapon market. These products are seen as a vital
counter-measure to the emerging drone threat. EOS
remains extremely well positioned to sell its High Energy
Laser Weapon into this emerging market, particularly
outside the United States. Due to its very low cost-
per-shot, high accuracy, speed and large ‘magazine’,
the HELW represents a potential ‘game-changer’ for
the protection of critical assets during conflict. We are
working to secure customer contracts and future growth
for this product.
In 2024, the Space Systems business was proud to work
with the Australian Defence Force to develop capabilities
for Australia. We also continue to grow and execute on
our Space growth strategy – using our unique expertise
in space domain awareness and laser optics to affect
objects in space. This is known in the industry as ‘space
control’. This is an emerging market that has significant
growth potential in the military domain.
As you know, we sold the EM Solutions business in
January 2025. This followed strong growth by that
business – but, as our Chairman has outlined, this
strategic decision was the right one for EOS and will
allow us to focus more on our future core businesses.
I would like to thank the EM Solutions team for their hard
work during the 2024 year.
Ensuring that the EOS management team has
suitable depth and skills was a key 2024 focus for me.
Investment in sales capability will maximise the chances
of winning more and larger contracts over time. A
highlight in this regard was the employment of Christian
Tobergte as Executive Vice President, Defence Systems
International in April 2024. His focus is on developing
international markets for EOS Defence Systems products.
I wish to acknowledge all the employees at EOS whose
hard work and dedication have ensured 2024 has been a
year of great success and who have laid the groundwork
for further success to come.
Dr Andreas Schwer
Managing Director and
Chief Executive Officer
4 April 2025
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EOS Target Markets
Our customers have been located in:
Australia
USA
UAE
Singapore
Thailand
South Korea
Canada
Netherlands
Germany
Spain
Portugal
Mexico
Japan
India
France
EOS
Canberra and Melbourne, Australia
EOS
Abu Dhabi, UAE
EOS
Deggendorf, Germany
KiwiStar Optics
Wellington, New Zealand
EOS
Singapore
EUROPE
MIDDLE
EAST
SE ASIA
OCEANIA
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EOS
Hunstville, USA
Sale of Slinger systems
to Western European
customer
EOS secured a contract to supply
Slinger counter-drone remote
weapon systems (RWS) to Diehl
Defence in Germany, integrating
onto a lightweight 4×4 platform
to protect critical assets.
Demonstration of
counter-drone capability
in North America
EOS R400 RWS was
demonstrated as part of a
Leonardo DRS CUAS system
for a North American customer,
showcasing a range of effectors
on the Stryker vehicle.
Sale of counter-drone
container-based RWS
to Western European
customer
EOS secured a contract to supply
counter-drone container-based
RWS to a Western European
customer, integrating with a
70 mm long-range counter-drone
rocket.
NORTH AMERICA
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Industry Insight
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The Urgent Drone Threat
Recent conflicts in Ukraine and the Middle East have
proven that drones now pose a highly credible real-world
threat to military and civil assets, infrastructure and
personnel.
It is also clear that this threat is not a passing one; drones
are now an established fixture of the modern battlefield.
As a result, counter-drone technologies that can defend
against drone incursions – efficiently, reliably and cost-
effectively – have become a critical capability for modern
defence forces.
An agile, evolving technology
Drones are cheap to make, easy to deploy and can be
used for both surveillance activities and direct attacks.
Their small size and high manoeuvrability make them
difficult to detect, and they can damage and destroy a
wide range of military and other targets – from naval
assets to ground vehicles to critical infrastructure.
The ease with which drones can be assembled, using
commercially available components, and then converted
into attack systems lends them a real ‘disposability’.
Technological advances – including in artificial
intelligence (AI), which may soon enable ‘autonomous
synchronisation’ of drone swarms – look set to increase
the potency of drones over time.
In future conflicts we believe that it is likely that
whichever side can field the most efficient, scalable, cost-
effective drone and counter-drone technologies will have
a real military advantage.
A need for solutions
There is widespread acknowledgement in the global
defence community that conventional weapon systems
are often unsuited to the task of detecting, tracking and
neutralising drone threats in any cost-effective manner.
Defence forces around the world – including in the US –
are therefore prioritising the development and acquisition
of technologies that can counteract the drone threat.
This represents a significant commercial opportunity for
EOS.
The ever increasing use of drones in military contexts has fundamentally
altered modern warfare and national security
Industry Insight
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EOS Counter-Drone Technology
Slinger
EOS’ Slinger is a leading-edge hard-kill system that offers
users a decisive advantage in counter-drone operations.
The battle-tested platform integrates a threat-detecting
targeting radar (featuring EOS’ proprietary electro-optical
sensors) and a stabilised four-axis gimbal.
Capable of being fitted with a range of weapons –
including machine guns, cannons, rockets and missiles
– the system can defeat manoeuvring drones at
significantly longer ranges than competitor products.
High Energy Laser Weapon
EOS’ formidable high energy laser weapon has been
designed to engage drone targets at a range up to 4 km
at an economical cost-per-shot.
Equipped with a laser capable of delivering energy
levels of 50–100 kW, the weapon was designed to be
complemented by both soft and hard kill effectors,
offering layered protection to friendly forces, assets and
infrastructure.
To ensure high performance, it is supplied with fast-
cueing algorithms and with radar, infrared threat
detection, and target acquisition and beam locking
systems.
If a continuous power supply is unavailable, the system
can conduct up to 500 engagements before its battery
is exhausted – enough to defeat an entire drone swarm.
With continuous power, its ammunition and operation
time are greatly extended.
EOS’ main longstanding activity is in manufacturing ground-to-ground remote weapon systems. We have used this
expertise to develop world-leading counter-drone systems.
Today, we design, develop and manufacture highly accurate and precise counter-drone solutions for force and asset
protection.
Our counter-drone solutions include both kinetic and high energy laser options that excel at defeating drone threats
effectively and at a comparatively low cost per shot.
EOS is a world leader in high-precision counter-drone technology
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Company Overview
Company Overview
Electro Optic Systems (EOS) is an Australia-based
manufacturer of advanced technologies for the global
and domestic space and defence markets.
The history of the business began in 1983, when
EOS was founded in Canberra, Australia – where the
Company’s global headquarters can still be found.
A proven technological innovator, we deliver cutting-
edge remote weapon, counter-drone and space domain
capabilities to Australian and international customers.
Electro Optic Systems Holdings Limited (‘the Company’)
and the entities it controls (‘the Group’) operate in two
business divisions:
• EOS Defence Systems
• EOS Space Systems.
The Group’s core technologies include advanced optical
and laser assemblies, thermal imagers, day cameras,
gimbal units and laser rangefinders.
EOS is a world leader in accuracy. Our technical
proficiency has enabled the development of an expanding
portfolio of products that are notable for their precision
and superior performance in real-world conditions.
The Group – a long-established member of the global
defence and space industries – has four decades of
experience in designing, manufacturing and delivering
innovative products and services to our customers.
The breadth of our business has expanded in recent
years and EOS now has a global footprint, including
on-the-ground operations in Australia, the United States,
Europe, Singapore, the Middle East and New Zealand.
EOS designs, develops and builds the world’s most accurate and precise remote
weapon systems
EOS unveiled the new R500 remote weapon system at IDEX 2025
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Company Overview
EOS Defence Systems
EOS Defence Systems specialises in technologies that
allow the integration of weapon systems to a diverse
range of platforms used in traditional as well as counter-
drone warfare. Its products are characterised by extremely
high accuracy and comparatively low cost per shot.
Currently, EOS Defence Systems’ key products are:
• remote weapon systems (RWS), including high-
performance R150 (lightweight), R400, R400-M
(marine), and R800 (heavy-calibre) variants
• the Slinger counter-drone system
• high energy laser weapon prototypes for use against
uncrewed aerial systems (UAS).
EOS Space Systems
EOS Space Systems is a leader in the global space
community whose technologies provide:
• space surveillance and intelligence products and
services; and
• space control capabilities.
EOS Space Systems operates as two distinct entities:
• Canberra-based EOS Space Systems, which supplies
space domain awareness and space control products
and services to domestic and international customers.
• New Zealand-based KiwiStar Optics, which specialises
in the manufacture of precision optics and has
designed and installed bespoke components for many
of the world’s leading space observatories.
EOS is a world leader in accuracy,
precision and superior performance
in real-world conditions
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Demonstration Activities
In 2024 EOS participated in over 20 demonstrations across North America,
Europe, the Middle East, Asia and Australia
Demonstration Activities
Long Range Counter-Drone Firing Demo
•
Conducted in collaboration with the Australian Army’s
Robotic and Autonomous Systems Implementation and
Coordination Office (RICO).
•
Showcased the long-range remote firing capabilities and
precision of EOS’ R400 RWS mounted on an M113 Armoured
Personnel Carrier.
•
The RWS was remotely operated from EOS’ high-tech facility
in Canberra, successfully engaging targets 550 km away at
the Australian Defence Force’s Puckapunyal Military Area at
distances of 300 m and 600 m.
US Army Project Convergence Capstone 4
•
Conducted in collaboration with the US Army at the National
Training Centre in Fort Irwin, California as part of Project
Convergence Capstone 4 (PC-C4).
•
Demonstrated the R600 RWS, integrating an M230LF
cannon, a coaxial machine gun and four Javelin missiles.
•
Mounted on an Army Small Multipurpose Equipment
Transport (S-MET) robotic infantry support vehicle,
showcasing its multi-domain operational capability and
multi-mission payload offerings.
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Demonstration Activities
Stryker Counter-Drone Demonstration
•
Conducted in collaboration with Leonardo DRS for US
Government customers.
•
Demonstrated a variant of the 8×8 Stryker light armoured
vehicle, integrating an EOS R400 RWS equipped with a 30 mm
cannon and a M240B machine gun, alongside additional
counter-drone effectors for layered defence.
•
Successfully engaged multiple drone targets, demonstrating
near-simultaneous CUAS capability with kinetic and directed
energy effectors.
Red Sands Live Fire Exercise
•
Conducted as a regular demonstration for a major customer,
supporting US–Saudi counter-drone initiatives.
•
EOS’ R400 RWS performed successfully alongside a variety
of counter-drone technologies, engaging drone targets in
scenarios based on intricate enemy tactics.
•
Delivered in collaboration with a key C2 software
development partner.
Land Autonomous Systems
and Teaming Demo
•
Conducted with the Australian Army’s
Robotics and Autonomous Systems
Implementation and Coordination
Office (RICO) and the Army’s Battle Lab
to test uncrewed ground vehicle (UGV)
and RWS technologies.
•
Demonstrated the integration of
UGVs and UAS for autonomous
reconnaissance, strike missions and
live-fire counter-drone engagements.
•
Showcased the EOS R400 RWS,
integrated onto both the Hawkei PMV
and UGV platforms, used to engage
aerial threats.
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Advanced Manufacturing
From design to delivery
EOS has a long, proud heritage of Australian
manufacturing, and our Canberra facilities are the global
hub for the assembly and integration of our remote
weapon and counter-drone systems.
The Company’s primary research, development and
production centre for laser systems, in Singapore,
is supported by a pool of laser and optomechanical
engineering experts.
Our production function is always evolving, and our
ongoing aim is to make it as agile, efficient and cost-
effective as possible – from the CAD Model to the
production cells.
This year, EOS made substantial progress in enhancing
our production processes and supply chain management.
Specifically, we:
• improved our performance in on-time delivery
• streamlined the sourcing of components
• invested in securing supply chains
• upgraded and refined our engineering and
manufacturing IT systems and processes.
Our Quality Management System was also recertified in
2024, following a triennial audit.
We are proud to be contributing to growth in Australia’s
manufacturing capability and productivity – including
through job creation – and adding to the depth and
breadth of high technology products manufactured
domestically and exported to the world.
Advanced Manufacturing
Innovation is the driving force at EOS, and our advanced manufacturing
capability is what brings this innovation to life
Preparing the Bale Defence Rough Terrain Vehicle (RTV) with the EOS R150 RWS for transport to a demonstration activity
Preparing the Bale Defence Rough Terrain Vehicle (RTV) with the EOS R150 RWS for transport to a demonstration activity
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Advanced Manufacturing
A network of valued partners
Our manufacturing function is supported by a network of
valued supply chain partners, who are indispensable to our
domestic and global business.
EOS products are only as effective as their component
parts enable them to be. Our technologies require exacting
technical specifications, and our suppliers ensure we
can manufacture products to the highest standards. We
are careful to build relationships with suppliers who offer
technical excellence and exceptional reliability.
We ensure EOS is in strict compliance with all Australian
and international standards and regulations relating to our
business, including ITAR and other export controls.
Exploring new frontiers through research
Fundamentally, our business is fuelled by cutting-edge
research – and our scientific and academic focus have
driven our growth for 40 years.
EOS is an active member of the Australian and international
STEM communities and has longstanding relationships
with a variety of leading Australian research institutions –
for example, through the EOS Professorial Chair in Laser
Physics at the University of South Australia, established in
2021, which is helping to advance Australia’s laser physics
capabilities.
Keeping pace with new developments in these and other
areas will require bright, ambitious minds – and EOS is
committed to supporting the next generation of STEM
practitioners.
Our suppliers enable us to meet the
highest industry standards
Assembling an RWS sensor unit
Engineer working in a clean room laser laboratory
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EOS People
EOS People
We are proud of ...
Our global employees partnering with global
customers and suppliers
To succeed, our people require close partnerships with
vendors and partners to deliver to customers globally.
From sales and business development through to our
global supply chain and production teams, EOS people
ensure we have the right equipment, supplies, resources
and technology. We rely on our relationships with our
extended partners and need great people to ensure we
deliver to customers.
A world of career opportunities
Whether they travel for work or work with a global
peer and customer base closer to home, at EOS, our
employees have a significant opportunity to build great
careers.
Celebrating our diversity
EOS is proud of its diverse employee group. This
diversity means there are opportunities to acknowledge
important traditions and events in each country in which
we operate, building our culture while celebrating our
unique teams and people in each location.
Building skills for the future
In 2024, EOS offered employees 24/7 access to
Udemy, a global online learning provider specialising
in technological and critical skills. Udemy enables EOS
employees to learn at a time and place that suits them.
Since starting with Udemy in June 2024, 25 per cent of
courses taken by EOS employees have been focused on
business skills; 73 per cent on technical skills; and 2 per
cent on personal skills, including learning languages.
The opportunity to scale the utilisation of Udemy to
acquire market-recognised credentials, use ‘sandboxes’
to practise new technical skills and utilise AI to help
employees build tailored learning pathways will
ensure EOS continues to focus on our people and their
development of skills for the future.
A range of targeted learning programs have also been
implemented in 2024; examples are given below.
Singapore SkillsFuture
All EOS employees in Singapore can leverage the
SkillsFuture program, which provides lifelong learning
and upskilling opportunities. 2024 saw employees
studying topics ranging from advanced hardware
and software troubleshooting, project management
and laser radiation safety programs through to data
protection and export control compliance programs.
EOS Global Workforce Breakdown
EOS Staff 2024
Number
Female
Female %
Male
Male %
Australia*
364
73
20%
291
80%
New Zealand
12
1
8%
11
92%
Singapore
21
7
33%
14
67%
United States
51
16
31%
35
69%
United Arab Emirates
46
6
13%
40
87%
Germany
2
1
50%
1
50%
Totals
496
104
21%
392
79%
* Includes EM Solutions
Great technology requires great people, and EOS’ global team is proudly made
up of diverse, passionate and highly skilled people
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EOS People
People leadership capability
EOS has introduced a comprehensive leadership
development program aimed at equipping current and
emerging leaders with the critical skills needed for
effective leadership in a dynamic business environment.
In 2024, the first two cohorts have been run in Australia
and looking ahead, EOS will be expanding the program
globally in 2025.
UAE training program
Employees in the UAE have been working on a specific
learning and development plan in 2024 focused on the
skills and competencies required to meet their operational
needs both locally and internationally. This program
has begun with product, technical, operational, program
management, financial and safety training. In 2025, the
focus will be on advanced technical skills. Walid Mokbel,
Director, Support Services, says the program is part
of a ‘broader, ongoing learning and development plan
designed to continuously enhance our teams’ expertise’.
STEM outreach programs
EOS recognises that connecting with students and
highlighting careers in space, technology and advanced
manufacturing will have long-term benefits for our
industry.
In 2024, EOS supported the Space Camp Scholarships
with partner One Giant Leap. This is a school-based
STEM program focused on building awareness of,
and enthusiasm for, space and on igniting students’
imaginations and inspiring them to one day embark on
careers in the space industry.
In 2024, EOS organised a tour to Space Camp USA
in Huntsville, Alabama for school students, which
provided an immersive experience in space science and
exploration and gave participants practise in hands-
on activities and simulations that mirror real-world
astronaut training.
CAREER SPOTLIGHT
Chantelle Nosworthy
Assistant Production Manager
Chantelle Nosworthy, Assistant
Production Manager at EOS’ flagship
Queanbeyan production facility, has
come a long way since her days as a self-
described ‘stay-at-home mum’ – albeit
one with a knack for disassembling and
rebuilding lawnmowers.
Since starting at EOS as a Production
Technician in 2017, Chantelle has, she
says, ‘picked up and done things that,
honestly, I never thought I would do’. In
the process, she has progressed through
a series of roles that have seen her take
on increasing levels of responsibility at
EOS’ bustling Queanbeyan site.
Each new experience, she says, only
‘made [her] want to figure out more’
about what makes the business – and
its technologies – tick. ‘I took on more
responsibility wherever I could.’
Today, Chantelle is known as an
approachable manager and leader who
is always willing to help those around her
– a trait she said she admires in her own
professional mentors at EOS.
She cites formal learning and
development opportunities – including
a recent leadership course, first aid
training, and ISO9001 and ‘test and tag’
certifications – as a highlight of her time
with the company. ‘I’ve found EOS is very
supportive,’ she says. ‘If you want growth,
they will help you to get growth.’
EOS team members developing leadership skills
2024 Space Camp participants
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EOS Directors
EOS Directors
Garry is currently Chair of Helloworld Travel Limited (since 2016) and a Non-
executive Director at Treasury Wine Estates Limited (since 2012).
Garry was previously the Chair of the Commonwealth Superannuation
Corporation, Chair of Myer Holdings Limited (2017-2020; Executive Chair Feb-Jun
2018), Chair and a Non-executive Director of Spotless Group Holdings Limited
(2014-2017), and Chair of Emitch Limited (2006-2008) and PanAust Limited
(2008-2015). He was also previously an Advisory Board Member of PanAust
Limited (2015-2017), Rothschild Australia Limited (2012-2017), and Investec
Global Aircraft Fund (2007-2019). He was a Director at Orica Limited (2004-2013),
Nufarm Limited (2004-2012), Qantas Airways Limited (2005-2015), Mitchell
Communication Group Limited (2008-2010), Integral Diagnostics Limited (2015-
2017), Dulux Group Limited (2010-2017) and Investec Aircraft Syndicate Limited
(2012-2018). Garry was a member of Commencer Capital’s (formally Investec
Emerging Companies) Investment Committee (2019-2024).
Garry was a Senior Partner at Ernst & Young (2002-2004), CEO and Managing
Partner of Arthur Andersen (2001-2002) and a Partner at Arthur Andersen (1989-
2002).
Garry has a Bachelor of Business (Accounting) from the Swinburne Institute of
Technology (1975) and is a Fellow of Chartered Accountants Australia and New
Zealand and a Fellow of the Australian Institute of Company Directors.
Directorships of other listed entities in the last three years:
Treasury Wine Estates Limited (2012 to present) and Helloworld Travel Limited
(2016 to present).
Mr Garry Hounsell
B.Bus (Acc), FCA, FAICD
Independent Non-executive Chair
Appointed: 24 November 2022
Board Committees:
Nomination Committee (Chair)
Dr Andreas Schwer
PhD, MSc, MSE
Managing Director and
Chief Executive Officer
Appointed: 11 December 2023
Dr Schwer was appointed as Chief Executive Officer in August 2022 and appointed
as Managing Director on 11 December 2023.
An executive leader with deep international experience – including in Asia, the
Middle East, Europe, and North America – Dr Schwer has had a varied career in
the defence and space domains. His previous experience includes senior positions
in the global defence industry, including fourteen years at Airbus Group and five
years at the German defence company Rheinmetall AG. Dr Schwer has a thorough
understanding of the Company’s global operations, having acted, most recently,
as President of EOS EMEA (Europe, Middle East, and Africa) for two years, during
which time he oversaw the expansion of the company’s operations in NATO and
Middle Eastern markets. Among his qualifications, he holds a PhD in the field of
system modelling and satellite engineering.
Directorships of other listed entities in the last three years:
Independent Director at Titomic Ltd. (1 January 2020–present)
Electro Optic Systems Holdings Limited | Annual Report 2024
17
EOS Directors
Air Marshal
Geoffrey Brown AO
BEng (Mech), M.A.
(Strategic Studies)
Independent Non-executive Director
Appointed: 21 April 2016
Board Committees:
People and Culture Committee (Chair)
Nomination Committee
Geoff retired from the Royal Australian Air Force in July 2015 as Air Marshal in the
position of Chief of Air Force. Among his qualifications he holds a BEng (Mech), a
Master of Arts (Strategic Studies), Fellow of the Institution of Engineers Australia
and is a Fellow of the Royal Aeronautical Society. He is Chair of the Advisory Board
of CAE Asia Pacific and Deputy Chair of the Sir Richard Williams Foundation. Geoff
is a member of the Strategic Advisory Board of Lockheed Martin (Australia) Pty
Ltd and a member of the Governing Council of the Temora Air Museum.
Directorships of other listed entities in the last three years:
Nil
Kate served as a Senator representing the Australian Capital Territory from
1996 to 2015. During this time, she held various front bench positions in both
Government and Opposition, including the Minister for Sport, Multicultural Affairs
and Assisting on Industry and Innovation and the Digital Economy.
Kate continues to be passionate about technology and innovation. Her focus is
the positive impact of technology on society, culture and the economy. In 2017,
the Australian National University awarded her a Doctor of Letters (honorary
doctorate) for her exceptional contributions to advocacy and policy for information
communications and technology, for the ACT and nationally.
In 2017, she was inducted into the Pearcey Hall of Fame for distinguished
achievement and contribution to the development and growth of the Information
and Communication Technology Industry. The Pearcey Foundation is named
in honour of Dr Trevor Pearcey, an outstanding Australian ICT Pioneer, notable
for his leadership of the project team that built one of the world’s earliest digital
computers, the CSIR Mark 1, later known as CSIRAC.
Kate is the Chair of the Cyber Security Cooperative Research Centre, the
Geospatial Council of Australia and the Chair of the Canberra Institute of
Technology. She is also a Non-executive Director of the National Roads and
Motoring Association, the National Youth Science Forum and Frontier SI.
Directorships of other listed entities in the last three years:
Nil
The Hon Kate Lundy
HonLittD, GAICD
Independent Non-executive Director
Appointed: 23 March 2018
Board Committees:
Data Security and Data Governance
Committee (Chair)
Audit and Risk Committee
People and Culture Committee
Nomination Committee
Electro Optic Systems Holdings Limited | Annual Report 2024
18
EOS Directors
Company Secretaries
Mr David Black
BA(Hons) (Economics), FCA,
MBA, GAICD
Independent Non-executive Director
Appointed: 1 January 2021
Board Committees:
Audit and Risk Committee (Chair)
People and Culture Committee
Data Security and Data Governance
Committee
Nomination Committee
Mr Robert Nicholson
BSc, LLB, LLM, MBA, GAICD
Independent Non-executive Director
Appointed: 24 May 2023
Board Committees:
Audit and Risk Committee
Data Security and Data Governance
Committee
Nomination Committee
Ms Leanne Ralph
BBus (Acc & Fin majors), FGIA, GAICD
Appointed: 23 August 2022
Resigned: 31 May 2024
Ms Melanie Andrews
BComm, MBA, FCPA, GAICD
Appointed: 26 March 2024
Before retiring from the Deloitte Touche Tohmatsu Australia partnership, David
spent 25 years with Deloitte in the UK and Australia. During that time David
provided services to a range of clients including in the Defence, Manufacturing and
Government sectors. David’s experience includes working with growing start-up
businesses, multinational corporations and the boards of ASX-listed entities on
complex accounting, internal and external auditing, risk management, corporate
governance and due diligence engagements. During his time at Deloitte David
previously served as the audit partner for the Company.
Since his retirement from Deloitte, David has established a growing family
business, The Coastal Brewing Company, and serves on five Government sector
audit committees as an independent member, chairing one of those committees.
Directorships of other listed entities in the last three years:
Nil
Robert was a Partner at Herbert Smith Freehills (and predecessor firms) for 28
years. He served on the Freehills Board of Partners for 10 years and was the
Chairman for three years in the lead-up to the firm’s merger with Herbert Smith to
create a global firm with 500 partners and 28 offices.
Robert is a Director of Port of Melbourne, Alinta Energy, Baker Heart and Diabetes
Institute and European Australian Business Council. He is a Senior Advisor to
Herbert Smith Freehills.
Directorships of other listed entities in the last three years:
Nil
Electro Optic Systems Holdings Limited | Annual Report 2024
19
EOS Executive Team
EOS Executive Team
Christian Tobergte
Executive Vice President,
EOS Defence Systems
International
Appointed:
April 2024
Dr Andreas Schwer
Managing Director and
Chief Executive Officer
At EOS, our core advantage lies in our
ability to develop and manufacture best-in-
class products and services for our clients.
Our systems set a global benchmark for
accuracy, reliability and performance.
Innovation is at the heart of our business.
Our legacy spans over 40 years of
advancements in defence and space
technologies.
With a deep portfolio of IP and a refreshed strategy focusing on
counter-drone solutions – including remote weapon systems and
high energy laser weapons – as well as space control products and
services, we are well positioned to capitalise on recent geopolitical
developments.
At EOS, it’s what we do next that matters most.
Clive Cuthell
Chief Financial Officer,
Chief Operating Officer
Appointed:
September 2022
Ian Cook
Executive Vice President,
EOS Defence Systems
Australia
Appointed:
November 2023
Dr James Bennett
Executive Vice President,
EOS Space Systems
Appointed:
August 2022
“Our systems
set a global
benchmark
for accuracy,
reliability and
performance.”
Electro Optic Systems Holdings Limited | Annual Report 2024
20
Review of Operations
1. Results for the year ended 31 December
2024
For Electro Optic Systems Holdings Limited and its
subsidiaries (collectively, the “Group” or “EOS”), revenue
from continuing operations activities was $176.6m,
representing a $14.6m or 9 per cent increase compared
to the prior year (2023: $162.0m).
The loss before tax from continuing operations was
$38.5m, compared to a loss of $55.6m in the prior year.
Underlying earnings before interest, taxes, depreciation,
and amortisation (“EBITDA”)1 from continuing operations
(prior to foreign exchange gains and other one-off
adjustments) for the year was a loss of $12.9m,
representing a decrease of $0.1m compared to the prior
year (2023: $13.0m loss). Further detail is disclosed on
the following page.
The Group reported an operating loss after tax from
continuing operations of $35.1m for the year (2023:
$44.3m loss).
Continuing operations does not include the financial
results of EM Solutions Pty Limited and its subsidiary
(“EMS”) for either the current or the comparative period.
On 21 November 2024, the Group announced the sale of a
subsidiary, EMS. The activities of EMS are disclosed as a
discontinued operation at 31 December 2024 and detailed
in Note 5 to the financial statements. After the end of the
year EOS announced the completion of a transaction to
divest 100% of the equity in EMS as well as full repayment
of the outstanding debt facilities owed to Washington H.
Soul Pattinson (“WHSP”). Further details are set out in the
sections below.
The Group reported net cash outflows from operations
(including EMS) for the year totalling $30.4m (2023:
$113.1m net cash inflows). In addition, the Group
reported $3.7m of net cash inflows from investing
activities (2023: $34.7m of net cash outflows). The net
cash inflows from financing activities for the year was
$9.2m, due to equity capital fund raising of $35m during
the year. The cash inflows from financing activities were
reduced by the repayment of WHSP debt (2023: net cash
outflows $29.1m).
At 31 December 2024, the Group held cash totalling
$52.3m consisting of $41.1m from continuing operations,
and $11.2m from discontinued operations which is
included in assets classified as held for sale (2023:
$71.0m Group total consisting of $51.5m from continuing
operations, and $19.5m from discontinued operations).
In addition, the Group had $56.1m of restricted cash
security deposits consisting of $49.5m from continuing
operations, and $6.6m from discontinued operations
(2023: $67.1m Group total, including $6.6m for
discontinued operations).
Key elements of financial performance are summarised
below:
1.1 Revenue
For the year ended 31 December 2024, the Group
recorded revenue from continuing operations of $176.6m
(2023: $162.0m), representing an increase of $14.4m or 9
per cent.
The increase in revenue was driven partly by higher
Defence Systems segment revenue, up from $155.4m in
2023 to $165.7m in 2024, an increase of $10.3m. More
detailed information is provided in Section 4 below.
Revenue in the Space Systems segment (excluding EMS)
also increased on prior year to $10.8m (2023: $6.7m).
More detailed information is provided in Section 4 below.
The underlying cause of the 2024 revenue increase
was higher activity levels, including on the delivery of a
Defence Systems contract to a customer in the Middle
East, the delivery of a contract to a Western European
Government and the commencement of new space
capability contracts with the Commonwealth of Australia.
At 31 December 2024, the Group (excluding EMS) had an
order book backlog of unconditional contracted future
work of approximately $135.6m. This represents work
under customer contracts, mainly in Defence Systems.
The size of this order book at 31 December 2024 is
smaller than expected because some opportunities that
were targeted to be secured in 2024 are taking longer
than expected to develop. The order book backlog is
currently expected to be converted to revenue principally
in 2025 and 2026.
In addition to the unconditional contracted order book,
EOS had conditional orders with Ukrainian customers
to a total value of A$181.0m. More details are set out in
section 4 below.
We continue to work on various opportunities and aim to
grow the order book during 2025.
As at 25 February 2025
¹ Underlying EBITDA represents earnings before finance costs, depreciation, amortisation and taxation expense, discontinued operations, and one-off items. This is a non-IFRS and
unaudited measure which provides useful financial information.
Electro Optic Systems Holdings Limited | Annual Report 2024
21
Review of Operations
Continuing operations year ended 31 December $m
2024
2023
(Loss) for the year
(35.1)
(44.4)
Income tax (benefit)
(3.3)
(11.2)
(Loss) before tax
(38.4)
(55.6)
Finance costs
24.6
35.3
Foreign exchange (gain)
(11.6)
(0.9)
Underlying EBIT (loss) (before impairment and foreign exchange gains)
(25.4)
(21.2)
Depreciation & amortization
12.5
9.4
Other one-off (gain) adjustments
-
(1.2)
Underlying EBITDA (loss) (before impairment and foreign exchange gains)
(12.9)
(13.0)
1.2 Expenses
Expenses in continuing operations increased from
$220.8m in the prior year to $228.6m in this year. This
increase of $7.8m was partly driven by an increase in
employee benefit costs of $8.4m resulting from higher
activity. This is offset by reduced finance costs of
$10.7m due to decrease in interest incurred following
the repayments of debt facilities in September 2023
and April 2024. The increase of $2.9m in administration
expenses in 2024 included the impact of work to develop
market opportunities into orders, particularly increased
marketing costs associated with new product launches
and increased travel and management costs associated
with growing international markets. Depreciation and
amortisation charges increased by $3.1m from the prior
year primarily due to higher amortisation of previous
years’ transfer from property, plant and equipment
and the commencement of amortisation on product
development cost.
The Group’s gross margin percentage from continuing
operations was 48 per cent in 2024 (2023: 45 per cent).
This increase was driven by higher margin sales being
achieved in 2024 in the Defence Systems business. The
Group’s gross margin includes Revenue from customers
and Raw material and consumables used.
1.3 Underlying EBITDA
Underlying EBITDA for continuing operations (prior to
foreign exchange gains and other one-off adjustments)
was a loss of $12.9m, compared to a loss of $13.0m in
the prior year.
Underlying EBITDA
EOS high energy laser beam director, featuring a sensor unit, radar, and laser aperture
Electro Optic Systems Holdings Limited | Annual Report 2024
22
Review of Operations
1. Results for the year ended 31 December
2024 (continued)
1.4 Impairment
There were no impairments recognised in the year ended
31 December 2024 or 2023.
1.5 Foreign Exchange
The results from continuing operations included foreign
exchange gains in the year of $11.6m (2023: gain of
$0.9m), which predominantly arose on the translation of
US Dollar assets into Australian Dollars.
1.6 Contract Assets
The Group recognises a contract asset, being revenue
recognised on projects that has not yet been invoiced
to customers. Revenue is recognised under Australian
Accounting Standards. Amounts are invoiced to
customers in accordance with legal arrangements
specified in customer contracts.
At 31 December 2024, the Group had contract
assets totalling $57.4m (31 December 2023: $68.0m,
including $5.8m from EMS), being revenue earned but
not invoiced, primarily on a project with a significant
overseas customer in the Middle East. The contract asset
decreased by $10.6m during the year, due to invoices
issued to customers during the year exceeding revenue
recognised on customer contracts.
1.7 Contract Liabilities
The Group recognises contract liabilities for amounts
that have been received from customers as advance
payments on projects. During the year, the amount
of contract liabilities increased from $20.6m at 31
December 2023 to $24.1m at 31 December 2024.
1.8 Cash Balances
The cash balance (including held for sale) decreased
from $71.0m at 31 December 2023 to $52.3m at 31
December 2024.
The Group continues to closely monitor its cash flow
outlook, to ensure that adequate funding is in place and,
if necessary, seek to amend the Group capital structure.
The Group continues to focus on maximising cash
inflows, including seeking contract amendments on
existing contracts where appropriate, and securing and
delivering on new sales contracts that are cash positive.
Cash Flows from Operating Activities
During the year, the Group had a net cash outflow from
operating activities of $30.4m.
Net cash from operating activities was impacted by a
decrease in Receipts from Customers from $325.5m
in the prior year to $261.1m in 2024. The decrease in
receipts follows a contract amendment that resulted
in relatively high levels of cash collection during 2023.
Payments to Suppliers and employees of $268.4 m,
increased from $215.9m in the prior year, due to the
increased supplier payments as the result of increased
activity and investment in supply chain resilience
(including long-lead time items). Cashflows from other
operating activities of $23.1m (outflow) was largely driven
by interest paid during the year.
Cash Flows from Investing Activities
The Group had a net cash inflow of $3.7m from
investing activities during the year. This included net
cash inflows of $15.2m for security deposits for bonds
released under contract with an Australian customer,
and cash outflows of $11.5m from acquisitions of
property, plant and equipment, and intangibles.
Cash Flows from Financing Activities
A net cash inflow of $9.2m from financial activities were
achieved during the year, compared to a net outflow of
$29.1m in the prior period. The 2024 inflow mainly arose
from the impact of the equity raise, partially offset by
debt repayments.
During March and April 2024, the Group undertook an
equity capital raising via a fully-underwritten Placement
and a Share Purchase Plan. The Group successfully
raised $33.2m (net of fees) via a fully-underwritten
placement of approximately $20.6m new fully paid
ordinary shares on 25 March 2024. The Group also
raised an additional $1.7m (net of fees) via a Share
Purchase Plan on 22 April 2024.
Proceeds from the equity raise have been, and will
continue to be, applied to support future sales growth in
key global markets, through investment in long lead time
critical supplies, specifically Remote Weapon System
(“RWS”) cannons, other long lead time equipment
components and security deposits for bank guarantees.
The Group repaid $20.5m to retire its second Working
Capital Facility which matured on 11 April 2024. After the
end of the year, the Group repaid remaining borrowings.
More details are set out at sections 5 and 10 below.
Electro Optic Systems Holdings Limited | Annual Report 2024
23
Review of Operations
2. Changes in Directors and Management
During the year, there were no changes to Board
membership.
The following changes to the management team
occurred:
• Mr Christian Tobergte was appointed Executive Vice
President of Defence Systems International in April
2024 to lead international growth in the Defence
Systems business outside of Australia. This role will
be based in Europe.
• Mr Clive Cuthell was appointed Chief Operating
Officer in addition to his existing role as Chief
Financial Officer, to focus on execution of key group
initiatives to support growth.
• EOS brought its company secretary function fully in
house during the year. Ms Leanne Ralph resigned as
Joint Company Secretary on 31 May 2024, leaving
EOS employee Ms Melanie Andrews, (appointed 26
March 2024) as the sole Company Secretary.
3. Strategic Update
During 2022 EOS initiated a multi-year turnaround
program. 2024 represented the second full year of this
turnaround program.
During 2024 EOS reviewed how best to continue working
to commercialise our longstanding intellectual property.
Based on compelling market dynamics, EOS has
determined to focus on the growth opportunities in the
counter-drone and space domains.
As part of this strategic refocussing, it became apparent
that EMS, EOS’ naval satellite communications business,
had become non-core to the growth strategy. As such,
a process was initiated to divest this business which
culminated in executing an agreement to sell the
business to Cohort plc in November 2024.
The divestment of EMS (which was completed on
31 January 2025) leaves EOS with a strengthened
balance sheet. EOS intends that capital will be prudently
deployed to support the growth opportunities identified
in counter-drone and space domains noted above.
In line with the work to grow the core business, EOS
restructured its core Defence Systems organisation
in order to better focus on its strategic objectives
to maximise international sales and optimise its
operations. This saw the establishment of a new role
of “EVP Defence Systems International” in April 2024 to
drive international business growth. In addition, the role
of “EVP Defence Systems Australia” is now focussed
on Australian activity including all of the operational
activities there. These roles are filled by highly
experienced defence industry leaders, Christian Tobergte
and Ian Cook, respectively.
4. Detailed Segment Update
4.1 EOS Defence Systems
Defence Systems had a positive year ended 31
December 2024, with revenue increasing from $155.4m
in the prior year to $165.7m in 2024. This $10.3m
increase was predominantly due to the impact of the
continued focus on the contract for a large customer
in the Middle East and a new contract with a Western
European Government.
The main activity during the year was the manufacture
and delivery of RWS for several different customers.
Market Overview and Sales Activity
Throughout 2024, ongoing conflicts in Ukraine and the
Middle East, as well as rising tensions and increased
defence spending in other regions, supported customer
demand and customer enquiry.
EOS continues to pursue a number of material
opportunities in different international markets, including
Europe, the Middle East, North America and other
international markets. Typically, EOS operates in an
industry where it can take an extended period of time
EOS Defense Systems USA integrates the R400 remote weapon system at a recent Canadian CUAS Sandbox
Electro Optic Systems Holdings Limited | Annual Report 2024
24
Review of Operations
4. Detailed Segment Update (continued)
(including up to, and beyond, twelve months) for new
market opportunities to be converted into signed sales
contracts.
Work continued during the year on sales opportunities,
including significant projects in Australia and
internationally.
During the year, negotiations continued in Australia to
finalise a contract with Hanwha Defence Australia (HDA)
for the provision of RWS in relation to the Australian
Land 400 Phase 3 project opportunity. Under this
project, HDA has been selected to deliver 129 infantry
fighting vehicles to the Australian Defence Force (ADF)
in 2027 and 2028.
In the year to 31 December 2024, Defence Systems
entered into contracts with customers for the following
new business:
• a contract to supply Slinger Counter-Drone RWS to
Diehl Defence in Germany valued at €9m (~$15m);
• orders from Thales worth $5.4m for the supply of
10 new and refurbishment/upgrade of 9 R400 RWS
under its sustainment agreement with the customer;
• an order for Counter-Drone Container Based Remote
Weapon Systems (CBRWS) from a new Western
European customer valued at €8m (~$13.6m);
• a contract to supply R600 RWS unit spares to a
customer in Southeast Asia, valued at approximately
$28m; and
• EOS Singapore received orders for remote weapon
system spares worth SGD17m (~$20m).
During the year, EOS continued to work with the
Ukrainian end-users and customers to allow committed
orders to be placed under the conditional contracts that
were announced in April 2023, (valued at approximately
$181.0m). EOS has been advised that the Ukrainian
Ministry of Defence (MOD) has now listed its R400 with
M230LF on the official Armaments List. This listing is
a key step toward allowing the MOD to use Ukrainian
funds to purchase EOS systems. The situation in Ukraine
remains fluid and is subject to changing battlefield
priorities, budget constraints and evolving donor
attitudes. As announced previously, there is no certainty
or guarantee that committed orders will be received by
EOS under these conditional contracts.
Defence Systems continues to be in active discussions
and contract negotiations for the provision of RWS and
related components with other potential customers. In
2024 a number of demonstration units were provided to
potential customers for evaluation purposes. Assuming
the evaluation of these systems progresses positively,
EOS would hope to move to sell larger, commercial
quantities to these customers. There is no certainty that
any particular outcome or transaction will result from
these discussions and negotiations.
Product Development
Product development work continues on a range of
opportunities. Where development costs are significant,
the Group is focused on obtaining third party funding,
to speed delivery to the market and manage costs and
returns on capital.
Defence Systems continued to develop its intellectual
property and commercialise its product range during the
year:
• EOS continued discussions with potential customers
for the R150 RWS (launched during 2023) and the
R800 RWS (launched during 2023). In addition,
EOS was in discussions with customers about the
development and supply of RWS for the marine
market (i.e. naval applications).
• Following the 2023 launch of the flagship Slinger
counter-drone system, work continued to meet strong
demand for counter-drone solutions. In addition to
ongoing demonstrations of the Slinger counter-drone
system capabilities to customers, in July 2024, the
Group also successfully demonstrated its Laser
Dazzler at the CUAS Sandbox event in Canada. The
Laser Dazzler can be integrated into EOS’ existing
RWS, giving operators the flexibility to use either
kinetic or non-kinetic electronic warfare measures
against aerial threats.
• EOS and the Australian Defence Force (ADF)
Robotic and Autonomous Systems Implementation
& Coordination Office (RICO) demonstrated the
advanced long-range firing capabilities and precision
of EOS’ R400 RWS, remotely controlling an RWS from
over 500km away to destroy ground targets.
• Capabilities of an R600 RWS were demonstrated on
a US Army Small Multipurpose Equipment Transport
(S-MET) robotic infantry support vehicle. Using this
platform, EOS successfully shot down pairs of Class
1 drones at ranges of more than 300m and engaged
multiple ground targets with 30mm cannon from this
robotic platform.
• EOS received a request from a large potential customer
in the United States to develop an autonomous
capability for the Slinger counter-drone system.
Typically, new product launches in the defence industry
can take one to three years to achieve significant sales
and develop commercial maturity.
Electro Optic Systems Holdings Limited | Annual Report 2024
25
Review of Operations
High Energy Laser Weapon
EOS believes that High Energy Laser Weapons represent
a significant strategic growth opportunity.
During the year, the Group continued discussions with
international customers for the potential sale of its
new 50kW and/or 100kW High Energy Laser Weapon
(HELW). EOS views that the signing of one or more of
these commercial agreements would mark an important
milestone as it works towards commercialisation of this
product line. It is expected to take some time for HELW
products to achieve significant commercial scale. There
is no certainty that any commercial agreements will occur
or that HELW products will achieve commercial scale.
In 2024 EOS established a Laser Innovation Centre in
Singapore to carry out new product development work
on High Energy Laser Weapon systems. In order to
facilitate this, the Group established a new 100% owned
company, ‘EOS Innovation Singapore Pte Ltd’.
Supply Chain, Operations and Facilities
In 2024 EOS reinvigorated its supply chain team and
during the course of the year we have focussed on a
number of critical initiatives including:
• Material Requirements Planning (MRP): upgraded
the MRP systems to improve demand forecasting
accuracy, align production with lead times, and
optimise planning and delivery.
• Supply Chain Efficiency: enhanced on-time delivery
performance, streamlined component sourcing, and
refined production timelines for greater efficiency and
reliability.
Further, in order to improve overall supply chain resilience,
safety stock levels for some critical components have
been reviewed and, in some areas, increased.
4.2 EOS Space Systems
For the year to 31 December 2024, continuing
operations revenue in the EOS Space Systems segment
(excluding EMS) increased to $10.8m from the prior year
(2023: $6.7m).
The Space Systems business delivers space domain
services as well as designs, manufactures and deploys
telescope and observatory equipment.
During 2024, Space Systems continued to grow
and commercialise its technology. Space Systems
announced in April and July respectively that it had
secured a $5m and a subsequent $9m contract with
the ADF Joint Capabilities Division in Australia to further
develop space capabilities. These projects represent a
significant strategic opportunity for EOS and this work
was developed consistent with EOS stated strategy
of securing third party funding for new capability
development work.
During the year, Space Systems continued to develop
the market for space control solutions. EOS believes
that the future market for space control solutions is
potentially very large. During the year, EOS identified
several emerging space control opportunities in
overseas markets and discussions were held with
various potential partners to start to develop these
opportunities. Discussions to date have focussed on the
Group’s unique capabilities and potential opportunities
for the Group to secure product development funding.
These discussions are expected to continue in 2025 and
will be supported by demonstrations where appropriate.
This market development work is being conducted to
support significant long term strategic growth. Typically,
in this area it can take several years for opportunities to
be developed and converted to signed sales agreements
and there is no guarantee that this will be successful.
KiwiStar Optics continues to work on programs for a
range of international customers and to seek further
opportunities in international markets.
Laser system for tracking objects in space
Electro Optic Systems Holdings Limited | Annual Report 2024
26
Review of Operations
5. Discontinued Operations and Repayment
of Debt
In November 2024, the Group announced its intention to
divest 100% of EMS to Cohort plc for an enterprise value
of $144.0m.
EMS designs, builds, deploys and maintains on-the-
move satellite communication equipment systems for
defence forces. EMSs’ main products include satellite
communication terminals and antennae for naval
vessels and other applications.
During 2024, EMS continued to focus on building its order
book and delivering its satellite communication systems
to customers in Australia and other regions. In 2024, EMS
worked on the deliverables required under the SEA 1442
Phase 5 contract for the Royal Australian Navy.
Subsequent to year end:
• On 31 January 2025, the transaction to sell 100%
of the equity in EMS completed. Accounting for
customary adjustments for working capital and net
debt, a consideration of $158.6m was received.
• On 31 January 2025, EOS repaid all remaining debt
owing to WHSP. This amounted to $61.1m which
included a “make whole” as required under the facility
agreement. Following this repayment, EOS no longer
has any outstanding borrowings.
6. Subsequent Events
Apart from items outlined above in this Review of
Operations, there have been no transactions or events
of a material and unusual nature between the end of the
reporting period and the date of the report likely, in the
opinion of the Directors of the Company, to significantly
affect the operations of the Group, the results of those
operations, or state of affairs of the Group in future years.
7. Material Business Risks
The following is a summary of the material business
risks of the Group. These are not listed in any order of
importance and do not constitute an exhaustive list. Any
of these risks may adversely impact on the financial and
operating performance and prospects of the Group and
on the ability of the Group to continue operating as a
going concern.
7.1 Customer Concentration and Future Sales
Revenue risks
Currently, the Group’s activities are concentrated with a
relatively small number of customers and the Group has
a secured contract backlog of approximately $135.6m
(excluding EM Solutions and excluding conditional
contracts). The Group’s ability to continue operating
depends on its ability to secure profitable future sales
contracts from existing and new customers.
The Group is working to mitigate risk to the best of its
ability by implementing plans to diversify the business
with a wide range of new customers in different
markets. The Group has a detailed pipeline of potential
future opportunities which are being developed. There
is a risk that opportunities are cancelled, delayed or
take longer than expected to be secured in the form of
binding customer contracts. EOS works to mitigate this
risk by pursuing a wide range of different opportunities.
The group has set management performance targets
for new business won in the year (which may span
over multiple years) and revenue delivered in the year.
Management incentive schemes have been established
and are updated regularly.
Future sales revenue and cash receipts are likely to
continue to be dependent on the performance of
customers and others. For example, EOS sometimes
relies on the availability of customer vehicles, or critical
components (such as cannons) from suppliers. The
Group assesses this risk and takes steps to mitigate this
risk, for example by securing appropriate contract terms
where possible.
There is no guarantee that the Group will be successful
in securing new sales orders, diversifying the business
or mitigating potential future non-performance of
customers and others.
Electro Optic Systems Holdings Limited | Annual Report 2024
27
Review of Operations
7.2 Cash Receipts, Liquidity and Funding
The Group incurred a Loss Before Tax from Continuing
Operations of $41.0m for the year ended 31 December
2024 and had a net cash outflow from Operating
Activities of $30.4m.
On 31 January 2025, EOS divested the EM Solutions
business, receiving proceeds of $158.6m. Also on
31 January 2025, EOS repaid all borrowings from its
longstanding lender, WHSP. Following these transactions,
EOS had approximately $128.0m unrestricted and
available cash on hand at 31 January 2025.
The Group is reliant on cash collections from customers.
The receipt of adequate cash from customers depends
on customers making timely payments for the goods
supplied in accordance with contractual terms, and on
the Group securing new additional cash positive sales
orders from customers.
The Group is a party to large contracts which can create
relatively large receipts and payments in short periods of
time. The Group is exposed to risk if receipts are delayed
and this can create additional liquidity requirements at
short notice.
The Group manages these risks by monitoring near-term
cash forecasts and proactively pursuing cash collections
and other cash management strategies. In addition, the
group maintains cash reserves to provide capacity to
withstand short term movements in cash receipts and
payments.
If adequate cash is not received, the Group may not have
sufficient liquidity and funds to continue operations. In
addition, it may be required to negotiate with lenders and/
or other finance providers and to complete further debt or
equity raisings. There is no assurance that the Group will
be successful in any potential future recapitalisation and/
or refinancing should this be required.
The Group is regularly asked to issue bank guarantees
under new customer contracts. The issuance of such
guarantees is subject to the availability of facilities from
financiers. There is no guarantee that such facilities will
be obtained and this can impact the Group’s ability to
secure customer contracts on attractive terms.
The Group works to mitigate the risk to the best of its
ability by holding regular and constructive discussions with
customers and with finance providers, by main-taining
proactive cash management processes and by exploring
profitable new business opportunities that, if converted,
will be cash flow positive. The Group has set management
performance targets for cash collected in the year.
7.3 Foreign Exchange Risks
The Group typically incurs costs in Australian dollars
and United States dollars, and sells products priced
in Australian dollars, United States dollars and other
currencies. This can create a foreign exchange exposure,
particularly as costs are often incurred prior to sales
proceeds being received, and the Group holds assets
(including contract assets) denominated in foreign
currency. The Group works to monitor foreign exchange
exposures and mitigates these by factoring reasonably
possible foreign exchange movements into pricing.
In addition, receipts and payments with foreign
exchange risks are often incurred over extended periods
of time, protecting the Group from the impact of short-
term movements in foreign exchange rates. Except for
the natural hedge afforded by having operating assets
in different countries, the Group does not hedge foreign
exchange transactions. The Group may incur exchange
gains and losses as a result of this approach.
7.4 Human Resources Risks
The Group’s ability to continue operating depends on its
ability to retain and attract (where required) high quality
managers and staff with skills aligned to the future needs
of the Group, particularly as our order book expands.
The market for hiring new staff remains challenging
in several key areas. The Group employs a range of
initiatives to attract and retain appropriate resources,
including implementing remuneration strategies and
other employee benefits.
The introduction of new regulatory requirements (see
section xi below) can also limit the size of talent pools
that the Group can hire from, particularly when we are
required to hire Australian or other approved citizens.
EOS continues to develop opportunities widen our hiring
pools to address this.
The Group evaluates concentration risks (including our
reliance on talent pools in small geographic markets
such as Canberra, Australia), and ways to reduce this.
This includes regularly considering the expansion of
our production capability in the United States and other
places in order to have wider pools of talent to draw upon.
There is no guarantee that the Group will be able to
retain or attract key managers and staff. This may
have an adverse impact on the Group’s financial and
operating performance.
Electro Optic Systems Holdings Limited | Annual Report 2024
28
Review of Operations
7. Material Business Risks (continued)
7.5 Cyber / Information Technology Risks
The Group is dependent on the performance, reliability
and availability of technology platforms, data centres
and technology systems, including services provided
by third parties. The Group operates in the defence
industry and has a higher inherent Cyber / Information
Technology risk profile than other organisations.
There is a risk that technology systems may be
adversely affected by disruption, including by factors
outside the Group’s control. This could lead to a
prolonged disruption to the Group’s activities, with
adverse effects on the Group’s products and services,
operations, interactions with suppliers, employees and
others, delivery to customers, cash receipts and net cash
flows, and on the Group’s reputation.
The Group employs expert personnel and third-party
service providers to help mitigate these risks. These
mitigations include monitoring threats and other
processes and insurance. The technical nature of this risk
is subject to ongoing rapid evolution. If this risk arose,
there is no guarantee that the mitigation activities would
be effective and in this situation, it could have an adverse
effect on the ability of the Group to continue operating.
During 2023 a Board subcommittee, the Data Security
and Data Governance Committee, was established to
oversee this risk. The work of this committee continued
during 2024.
7.6 Geo-Political Change Risks
The Group is exposed to changes in geopolitical risks,
including changes in the operating environment that
arise from wars, terrorist acts and tensions between
states that impact global security. In addition, political
and governmental changes can ultimately lead to
changes in market demand and other factors that
impact the Group.
The Group operates in international markets in the
defence industry and has a higher inherent geo-political
risk profile than other organisations. The Group is also
exposed to the risk of political and economic instability
in international markets, inconsistent product regulation
by national governments or their agencies, imposition
of product tariffs and burdens, difficulty in enforcing
intellectual property rights, national taxes, and language
and other cultural barriers.
During 2024 and early 2025, the risk of the imposition of
product tariffs increased as some countries (including
the United States) indicated a willingness to consider
imposing tariffs. The Group expects this risk to continue
evolving. This could result in changes that adversely
affect the cost of materials purchased by the Group or the
prices ultimately charged by the Group to customers. EOS
monitors developments and works to ensure customer
opportunities and contracts are not exposed to this risk.
There is no guarantee that this work will be successful.
Changes in geopolitical situations or legal requirements
could have an adverse impact on market development,
sales opportunities, revenues, operations, costs, profits,
and cash receipts and net cash flows, including the
ability of customers to pay for products and services
supplied. The Group addresses this by monitoring global
developments, including meeting with senior defence
and political leaders in different countries. The Group
also considers potential future situations, particularly
when developing and adapting market strategies and
plans, as well as working to influence critical decisions
through appropriate channels.
7.7 Operational Continuity and Supply Chain Risks
In future, the Group’s continuing operations may be
affected by a range of factors, including the interruption
of availability of materials and components caused by
supply chain issues, access to operational premises and
access to high-level engineering skills and personnel and
to customer and supplier facilities and equipment. The
Group’s products are also subject to obsolescence risks,
including the ongoing availability of critical components
that may no longer be being manufactured by suppliers.
The Group continues to monitor these risks and develop
plans to mitigate them, including working to source and
hold inventories of critical parts. In addition, the Group
continues to work with customers and others to address
the risk of adverse financial impacts of delays in access
to firing ranges, vehicles, weapons and other critical
items. There is no guarantee that the Group’s plans will
cover all scenarios or be successful in fully mitigating
these risks, should they arise in future.
7.8 Stakeholder Dissatisfaction Risks
The Group interacts with a wide range of stakeholders.
These include customers (including various government,
defence force and other buyers) suppliers, industrial
partners, regulators, lenders and funding providers,
employees, equity investors and others. The ongoing
operation of the Group depends on the level of trust and
confidence of stakeholders in the Group.
Following the divestment of EM Solutions, on 31
January 2025 the Group repaid all outstanding
borrowings. Thereafter, the Group had cash reserves
of approximately $128.0m. The Group believes this
represents an improvement in overall financial health
Electro Optic Systems Holdings Limited | Annual Report 2024
29
Review of Operations
and that this provides the opportunity to improve
stakeholder confidence in the Group and reduce the risk
of stakeholder dissatisfaction.
Stakeholder requirements typically encompass a wide
range of demands and there is no guarantee that the
Group will be able to satisfy stakeholder requirements.
Ultimately this could lead to stakeholders withholding
co-operation and could disrupt the Group’s ability to
continue operating.
7.9 Product Development Risks
Ongoing sales of existing products to customers require
the maintenance and development of these existing
products and services to ensure that they remain
effective and saleable. In order to continue operating,
existing products require the maintenance of legacy
software, and the implementation of new software. The
Group employs software engineers to do this.
The Group sells high technology products and services
and there is the risk that fundamental technology
changes occur over time rendering the group’s existing
products obsolete. For example, global security
endeavours could become more focussed on missiles
than land-based RWS technologies, presenting a risk and
an opportunity. The Group addresses this by monitoring
market trends and developing new technology
products. Product development work is subject to risk,
including that if the Group does not have access to the
necessary investment funding and the necessary skills
and capabilities, this could disrupt or delay product
development programs and ultimately the ongoing
operation of the Group.
The technical and commercial development of new
products depends on the assessment of evolving
market needs and a range of complex factors. Product
development can consume significant amounts of
investment and may not result in the development of
commercially viable products for extended periods of
time or ever. The Group’s access to appropriate sources
of development funding and technical, commercial
and strategic capability is a key determinant of future
product viability and the Group may not be able to
access these.
The Group regularly reviews it product portfolio and
evolving market trends and continues to develop product
plans to mitigate these risks. There is no guarantee
that the Group will be able to maintain or develop
commercially viable products.
7.10 ESG: Environmental, Social and Governance
Risks
The Group is exposed to a wide range of Environmental,
Social and Governance risks. The Group’s products
(including Remote Weapons Systems) and other
services may be used in ways that impact human rights.
The Group is required to comply with export controls in
Australia, the United States and other countries and has
implemented controls designed to ensure compliance.
The Group is exposed to other social risks, including
evolving community expectations and obligations
relating to supply chain ethics, modern slavery, diversity
rights and behaviour of Directors and employees. The
Group works to monitor social risks and take steps to
monitoring evolving social expectations and ensure
compliance with obligations in good time.
The Group is subject to the impacts of changes in
environmental requirements and compliance obligations
(including reporting) and to the impacts of changes in
the environment on supply chain availability. The Group’s
activities, products and services may have an adverse
impact on the environment. The Group’s exposure to
environmental and climate change risks is set out in
more detail below.
The Group is exposed to governance risks, including
those relating to Board governance and diversity and
the ability to retain and attract Board Directors with the
requisite skills and experience. In addition, there is the
risk that Board review and decision-making processes
may not be effective in ensuring compliance with
relevant obligations and the ongoing viability of the
Group at all times. The Board monitors its composition,
skills and processes to assess this risk and take steps to
mitigate risks where possible.
ESG risks continue to evolve rapidly and there is no
guarantee that the Group will be able to continue to
anticipate or fully mitigate these risks.
Electro Optic Systems Holdings Limited | Annual Report 2024
30
Review of Operations
7. Material Business Risks (continued)
7.11 Regulatory and Legal risks
The Group is subject to a wide range of regulatory and
legal obligations in different countries. These include
regulations relating to Export Licenses for its products,
security obligations (including relating to sites, people,
data and classified activities) and compliance with the
requirements of the Australian Securities Exchange and
the Corporations Act 2001 (Cth) in Australia (and similar
legislation in other countries).
The Group’s regulatory and legal environment is
subject to change and the Group can face new
regulatory requirements. In Australia, new legislation
on Safeguarding Australia’s Military Secrets imposed
new restrictions and requirements on the Group during
2024. The new Defence Trade Controls Amendment Act
2024 also created new restrictions and requirements.
The Group has taken steps to manage compliance with
these new requirements. There are also evolving risks,
such as the risk of tariffs outlined at section 7.6 above.
Changes in regulatory and legal requirements can impact
the Group’s ability to sell, manufacture or export key
products or components. The Group monitors changes
in the regulatory and legal environment and seeks to
take mitigating actions where appropriate. There is
no certainty that any mitigating actions taken may be
effective in a way that allows the Group to continue
operating without short-term or long-term impacts.
The Group’s relationships with counterparties (including
customers, suppliers, and others) are governed by
contracts and relevant legislation in Australia, the United
States of America and other countries. In addition, the
Group’s ongoing operations depend on continuing to
meet regulatory and licencing requirements in different
parts of the business and different jurisdictions.
In particular, the Group requires specific government
permits (including Export Licences) under the applicable
export laws of the country of manufacture for each
export of defence equipment. Such permits are issued
and occasionally withdrawn for political and strategic
reasons by the issuing government. Delivery contracts
must be declined or terminated without fault if an export
licence is not granted and the Group works to manage
this risk.
There is the risk that the Group could be subject to
disputes, legal claims, litigation, investigations, class
actions and sanctions from customers, suppliers,
investors, lenders and other funding providers,
regulators, governments and others. These may relate
to past, current or future events or activities of the
Group, including actions or omissions by Directors and
employees. For example, as previously disclosed, EOS
is subject to an ongoing investigation by ASIC in in
Australia in connection with compliance with disclosure
obligations and related duties regarding the Company’s
2022 revenue guidance. EOS has fully co-operated with
this investigation and has not received any indication
from ASIC that any action will be taken in relation to the
matters being investigated. As with any investigation
of this nature it is not possible to predict whether any
action may be taken by ASIC or third parties. There is no
guarantee that any past, current or future such matters
arising will be resolved in a way that allows the Group
to continue operating without short-term or long-term
impacts.
7.12 Additional Information on Climate Change
and Climate-related Risks
The Group is exposed to climate change and climate-
related risks. Directors are responsible for providing over
sight of the Group’s risks and opportunities in this area.
The main climate risks that the Group face in the short
term include compliance with evolving legislation,
including reporting obligations in different jurisdictions.
Reporting obligations are evolving and jurisdiction-
specific and the Group works to ensure compliance with
these requirements.
During 2024, the Group conducted an initial assessment
of climate reporting obligations. As part of this, it was
determined that the Group expects to be required
to comply with climate-related financial disclosure
obligations for the 2027 reporting year.
Over the medium and long term, the Group has identified
the risk that additional obligations will arise relating to
potential mitigation of adverse environmental activity
within the Group’s supply chains. The Group has an
extensive and fragmented supply chain base which
is involved in the manufacture of electronic and other
equipment.
The Group’s strategy for managing climate-related
risks is under review which will include modelling of
different climate-related scenarios, such as a ‘2 degrees
centigrade or lower’ scenario.
The Group has identified ESG (including climate risks) as
a risk to the Group through its risk management process
which is overseen by the Directors. Assessing this risk
and developing mitigations and other actions (current
and planned) is the responsibility of management. The
Directors are responsible for monitoring compliance
with the various evolving requirements (including
reporting obligations), progress being made and the
development of future plans.
Electro Optic Systems Holdings Limited | Annual Report 2024
31
Review of Operations
The Group plans to renew its climate risk goals, strategy
and detailed plans, including setting metrics and targets
and preparing for climate-related reporting requirements
during 2025 and 2026.
8. Long-Term Incentive Plan
During the year, 2,100,000 share options and 1,260,000
share rights were issued to the Managing Director and
CEO, Dr Andreas Schwer, following approval at the AGM
in May 2024.
In addition, during the year a further issue of 866,489
share options and 195,445 share rights were issued
to executives and senior management as part of the
Omnibus Employee Incentive Plan.
There is no change in share capital as a result of these
allocations and it is anticipated that upon vesting, these
allocations will be funded, to the fullest extent possible,
by shares already issued and held in trust as lapsed
shares under the existing Loan-Funded Share Plan.
No other share rights or share options were issued to
directors during or after the period.
9. Offset Credit Obligation
The Group is obligated as part of its contract to supply a
customer in the Middle East, to contribute to economic
development in the country in order to offset against
purchases of its products and services (“Offset Program”).
This commitment is secured by an offset bond of
US$16.9m (A$27.3m) which is guaranteed by Export
Finance Australia. In respect of the bond, a cash security
amount of US$13.7m (A$22.1m) has been placed on
deposit.
As part of the offset program, EOS is required to develop,
agree and submit an approved business plan, which will
generate offset credits, to the offset credit authority.
A proposed business plan was submitted to the offset
authority in September 2023. During the year the Group
continued to have advanced discussions regarding the
business plan with the offset credit authority and, as at
balance date, the business plan remained under review
by the offset credit authority.
In addition during the year, consistent with the
proposed business plan, EOS entered into a non-
binding memorandum of understanding (“MOU”) with
Shielders Advanced Industries (“Shielders”), a specialist
manufacturer in the Middle East. The MOU envisages
the formation of a Joint Venture (“JV”) between
Shielders and EOS that focusses on local manufacturing
and assembly of RWS, assisting EOS in meeting its
offset obligations.
Subsequent to balance date, on 20 February 2025, the
Group received approval from the offset credit authority
for the business plan. The business plan envisages that
EOS will enter into a 49% EOS owned JV with Shielders
Advanced Industries to set up local manufacturing
and assembly of EOS’ R150 Remote Weapon System
product in the Middle East. Under the approved business
plan, EOS has from 1 July 2026 until 1 July 2033 to
set up the JV and earn the relevant offset credits. This
includes in kind contributions including the licensing of
EOS owned IP, and providing technical data packages
and manufacturing knowhow to the JV.
Under the approval from the offset credit authority
the final form of the JV agreement, along with other
agreements necessary for the JV to manufacture and
assemble EOS product in the Middle East, require the
approval of the offset credit authority and approval of
the JV agreement must be obtained from the offset
credit authority within a maximum of 6 months from 20
February 2025. Under the approved business plan in order
to earn offset credits EOS must contribute not less than
AED 18.365m (approximately A$7.8m) in cash to the JV.
As a result of the above, EOS considers that both at
balance date and as at the date of this report it was in
compliance with its obligations. In the event that EOS
does not comply with its obligations in future, the offset
credit authority is entitled to demand payment under the
guarantee outlined above.
10. Capital Management
The Group’s continued its focus on capital management,
and the monetising of contracts on hand during 2024.
On 10 April 2024, EOS announced the $20.5m full
repayment of the Additional Working Capital facility. This
follows the repayment of $26.9m in September 2023 of
the initial Working Capital facility.
As at 31 December 2024, the Group had one secured
borrowing facility with WHSP (“WHSP facility”) for a
Term Loan principal facility of $35.0m. The total debt
repayment obligation of $52.1m was due to mature on
11 October 2025 and included principal, establishment
fees and interest accrued, not paid in cash, to that date.
The facility carried interest of 22 per cent per annum
and line fees of 4 per cent. This loan was secured by a
general security deed which ranked pari passu with the
Export Finance Australia facility. The borrowing facility
agreement included a 100 per cent ‘make whole’ clause
which applied in the case of any early repayment.
As noted in section 6 above, on 31 January 2025,
following the divestment of EMS, EOS was required to
repay the WHSP facility noted above. The total
Electro Optic Systems Holdings Limited | Annual Report 2024
32
Review of Operations
10. Capital Management (continued)
repayment (including principal, interest and make whole
amounts) was $61.1m.
Following this debt repayment and the divestment of
EMS, EOS had no borrowings on 31 January 2025,
and held approximately $128.0m in available cash
balances. Furthermore, EOS had approximately $48.0m
of restricted cash (security deposits) held as security for
bank guarantees.
The Group is a party to large contracts which can create
relatively large receipts and payments in short periods of
time. The Group is exposed to risk if receipts are delayed
and this can create additional liquidity requirements at
short notice. The Group manages this risk by monitoring
near-term cash forecasts and proactively pursuing cash
collections and other cash management strategies.
11. Business Outlook
During 2024, work continued on EOS’ transformation
strategy to focus on commercialising its substantial
intellectual property and growing its core product
offerings in the areas of Remote Weapon Systems,
High Energy Laser Weapons and Space Control. This
work included divesting EM Solutions, and initiatives to
diversify the Group’s range of products and the markets
we serve, and ultimately our customer and revenue
base. This is intended to improve profitability and returns
over time.
11.1 Outlook for Markets, Customers and
Order Book
The market outlook for the Group’s products remains
positive. This is due to the conflict in Ukraine, conflicts
in the Middle East and continued tensions in other
locations. Customer interest in NATO countries and
other markets remains strong and overall customer
enquiry levels and discussions continued to advance
during the year. We continue to see particularly strong
interest in counter-drone solutions.
Typically, EOS operates in an industry where it can
take an extended period of time (up to a year or more)
for new opportunities to be converted into signed
sales contracts. During 2024 and in early 2025, some
opportunities have taken longer to develop than
originally anticipated. EOS continues to pursue a number
of material opportunities in different markets, including
Europe, North America the Middle East and other
international markets.
At 31 December 2024, the unconditional backlog order
book was $135.6m (excluding EMS). EOS aims to both
grow the backlog order book and convert the existing
conditional orders to binding orders during 2025.
Achieving this depends on a range of factors, some of
which are outside of EOS control.
11.2 Outlook for Revenue
Typically, the recognition of revenue is governed by the
achievement of project milestones specified in customer
contracts. Changes in project timing, and the timing
of the Group’s revenue, can arise due to unplanned
changes in circumstances.
The level of future revenue in 2025 and beyond will
depends on the delivery against contracts on hand and
on the level of new contracts secured and delivered
during the year. Factors including the achievement
of product manufacturing and delivery milestones,
compliance with detailed contractual requirements,
ongoing customer relationships and the outcome of
commercial discussions and negotiations as well as the
quantum of new contracts secured all impact revenue
recognised. Due to the nature of the industry in which
EOS operates historically, the timing and quantum of
revenue has been difficult to predict with certainty.
During 2024, EOS revenue from continuing operations
was $176.6m. Achieving a similar revenue in 2025 will
depend on the company converting some of its pipeline
or other new opportunities to confirmed orders and
delivering on the requisite manufacturing, delivery and
other milestones. In addition, based upon the delivery
profile of existing contracts, and the work to secure new
contracts, EOS expects that 2025 revenue will be heavily
biased to the second half of the year.
The Group will continue to provide updates during the
year in line with its continuous disclosure obligations.
EOS COMES
INTO PLAY
WHEN THE
FIRST SHOT
MATTERS
Electro Optic Systems Holdings Limited | Annual Report 2024
34
Directors’ Report
Directors’ Report
The Directors of Electro Optic Systems Holdings Limited submit herewith the
annual financial report of the Company for the year ended 31 December 2024.
In order to comply with the provisions of the Corporations Act 2001 (Cth), the Directors report as follows:
1. Directors
The names and particulars of the Directors of the Company during or since the end of the financial year are:
Name
Particulars
Mr Garry Hounsell
B Bus (Acc), FCA, FAICD
Independent
Non-executive
Chair
Appointed:
24 November 2022
Board Committees:
Nomination Committee (Chair)
Experience and Expertise
Garry is currently Chair of Helloworld Travel Limited (since 2016) and a Non-executive Director at
Treasury Wine Estates Limited (since 2012).
Garry was previously the Chair of the Commonwealth Superannuation Corporation, Chair of Myer
Holdings Limited (2017-2020; Executive Chair Feb-Jun 2018), Chair and a Non-executive Director
of Spotless Group Holdings Limited (2014-2017), and Chair of Emitch Limited (2006-2008) and
PanAust Limited (2008-2015). He was also previously an Advisory Board Member of PanAust
Limited (2015-2017), Rothschild Australia Limited (2012-2017), and Investec Global Aircraft
Fund (2007-2019). He was a Director at Orica Limited (2004-2013), Nufarm Limited (2004-2012),
Qantas Airways Limited (2005-2015), Mitchell Communication Group Limited (2008-2010), Integral
Diagnostics Limited (2015-2017), Dulux Group Limited (2010-2017) and Investec Aircraft Syndicate
Limited (2012-2018). Garry was a member of Commencer Capital’s (formally Investec Emerging
Companies) Investment Committee (2019-2024).
Garry was a Senior Partner at Ernst & Young (2002-2004), CEO and Managing Partner of Arthur
Andersen (2001-2002) and a Partner at Arthur Andersen (1989-2002).
Garry has a Bachelor of Business (Accounting) from the Swinburne Institute of Technology (1975)
and is a Fellow of Chartered Accountants Australia and New Zealand and a Fellow of the Australian
Institute of Company Directors.
Directorships of other listed entities in the last three years:
Treasury Wine Estates Limited (2012 to present) and Helloworld Travel Limited (2016 to present).
Dr Andreas Schwer
PhD, MSc, MSE
Managing Director and
Chief Executive Officer
Appointed:
11 December 2023
Experience and Expertise
Dr Schwer was appointed as Chief Executive Officer in August 2022 and appointed as Managing
Director on 11 December 2023.
An executive leader with deep international experience – including in Asia, the Middle East, Europe,
and North America – Dr Schwer has had a varied career in the defence and space domains. His
previous experience includes senior positions in the global defence industry, including fourteen
years at Airbus Group and five years at the German defence company Rheinmetall AG. Dr Schwer
has a thorough understanding of the Company’s global operations, having acted, most recently,
as President of EOS EMEA (Europe, Middle East, and Africa) for two years, during which time he
oversaw the expansion of the company’s operations in NATO and Middle Eastern markets. Among
his qualifications, he holds a PhD in the field of system modelling and satellite engineering.
Directorships of other listed entities in the last three years
Independent Director at Titomic Ltd (1 January 2020 to present).
Electro Optic Systems Holdings Limited | Annual Report 2024
35
Directors’ Report
Name
Particulars
Air Marshal
Geoffrey Brown AO
BEng (Mech), MA
(Strategic Studies)
Independent
Non-executive
Director
Appointed:
21 April 2016
Board Committees:
• People and Culture Committee (Chair)
• Nomination Committee
Experience and Expertise
Geoff retired from the Royal Australian Air Force in July 2015 as Air Marshal in the position of Chief
of Air Force. Among his qualifications he holds a BEng (Mech), a Master of Arts (Strategic Studies),
Fellow of the Institution of Engineers Australia and is a Fellow of the Royal Aeronautical Society.
He is Chair of the Advisory Board of CAE Asia Pacific and Deputy Chair of the Sir Richard Williams
Foundation. Geoff is a member of the Strategic Advisory Board of Lockheed Martin (Australia) Pty
Ltd and a member of the Governing Council of the Temora Air Museum.
Directorships of other listed entities in the last three years:
Nil
The Hon Kate Lundy
HonLittD, GAICD
Independent
Non-executive
Director
Appointed:
23 March 2018
Board Committees:
• Data Security and Data Governance
Committee (Chair)
• Audit and Risk Committee
• People and Culture Committee
• Nomination Committee
Experience and Expertise
Kate served as a Senator representing the Australian Capital Territory from 1996 to 2015. During
this time, she held various front bench positions in both Government and Opposition, including the
Minister for Sport, Multicultural Affairs and Assisting on Industry and Innovation and the Digital
Economy.
Kate continues to be passionate about technology and innovation. Her focus is the positive impact
of technology on society, culture and the economy. In 2017, the Australian National University
awarded her a Doctor of Letters (honorary doctorate) for her exceptional contributions to advocacy
and policy for information communications and technology, for the ACT and nationally.
In 2017, she was inducted into the Pearcey Hall of Fame for distinguished achievement and
contribution to the development and growth of the Information and Communication Technology
Industry. The Pearcey Foundation is named in honour of Dr Trevor Pearcey, an outstanding
Australian ICT Pioneer, notable for his leadership of the project team that built one of the world’s
earliest digital computers, the CSIR Mark 1, later known as CSIRAC.
Kate is the Chair of the Cyber Security Cooperative Research Centre, the Geospatial Council of
Australia and the Chair of the Canberra Institute of Technology. She is also a Non-executive Director
of the National Roads and Motoring Association, the National Youth Science Forum and Frontier SI.
Directorships of other listed entities in the last three years:
Nil
Mr David Black
BA(Hons) (Economics),
FCA, MBA, GAICD
Independent
Non-executive
Director
Appointed:
1 January 2021
Board Committees:
• Audit and Risk Committee (Chair)
• People and Culture Committee
• Data Security and Data Governance
Committee
• Nomination Committee
Experience and Expertise
Before retiring from the Deloitte Touche Tohmatsu Australia partnership, David spent 25 years
with Deloitte in the UK and Australia. During that time David provided services to a range of clients
including in the Defence, Manufacturing and Government sectors. David’s experience includes
working with growing start-up businesses, multinational corporations and the boards of ASX-
listed entities on complex accounting, internal and external auditing, risk management, corporate
governance and due diligence engagements. During his time at Deloitte David previously served as
the audit partner for the Company.
Since his retirement from Deloitte, David has established a growing family business, The Coastal
Brewing Company, and serves on five Government sector audit committees as an independent
member, chairing one of those committees.
Directorships of other listed entities in the last three years:
Nil
Electro Optic Systems Holdings Limited | Annual Report 2024
36
Directors’ Report
Name
Particulars
Mr Robert Nicholson
BSc, LLB, LLM, MBA, GAICD
Independent
Non-executive
Director
Appointed:
24 May 2023
Board Committees:
• Audit and Risk Committee
• Data Security and Data Governance
Committee
• Nomination Committee
Experience and Expertise
Robert was a Partner at Herbert Smith Freehills (and predecessor firms) for 28 years. He served on
the Freehills Board of Partners for 10 years and was the Chairman for 3 years in the lead-up to the
firm’s merger with Herbert Smith to create a global firm with 500 partners and 28 offices.
Robert is a Director of Port of Melbourne, Alinta Energy, Baker Heart and Diabetes Institute and
European Australian Business Council. He is a Senior Advisor to Herbert Smith Freehills.
Directorships of other listed entities in the last three years:
Nil
2. Company Secretary
Name
Particulars
Ms Leanne Ralph
BBus (Acc & Fin majors),
FGIA, GAICD
Appointed:
23 August 2022
Resigned:
31 May 2024
Leanne was appointed as Company Secretary on 23 August 2022. She is an experienced Company
Secretary with over 15 years in this field and is a fellow of the Governance Institute of Australia and
a Graduate Member of the Australian Institute of Directors. Leanne resigned as Company Secretary
on 31 May 2024.
Ms Melanie Andrews
BComm, FCPA, MBA, GAICD
Appointed:
26 March 2024
Melanie was appointed as Company Secretary on 26 March 2024 in line with the Board’s strategy to
transition this role in-house. She is an experienced Company Secretary and is a Graduate Member of
the Australian Institute of Directors.
3. Principal Activities
The principal activities of the Group are in the Space Systems and Defence Systems business.
The Company is listed on the Australian Securities Exchange.
4. Review of Operations
A detailed review of operations is included on pages 20 to 32 of this financial report.
5. Going Concern
The financial report has been prepared on the going concern basis which assumes continuity of normal business
activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
1. Directors (continued)
Electro Optic Systems Holdings Limited | Annual Report 2024
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Directors’ Report
6. Rounding of Amounts
The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financials/Directors’ Reports)
Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the
financial report are rounded to the nearest thousand dollars, unless otherwise indicated.
7. Changes to the State of Affairs
During the year, the following events occurred:
• Successful completion of Equity Institutional Placement and share purchase plan (SPP);
• Full repayment of the Additional Working Capital debt facility; and
• Announcement of the divestment of EM Solutions Pty Ltd (“EMS”), which was completed after the end of the
financial year on 31 January 2025.
Apart from those mentioned above, there were no significant changes in the state of affairs of the Group during the
financial year.
8. Share Issues
During the year, the Company undertook an equity raise through a fully underwritten placement and a share purchase
plan to accelerate business growth. On 2 April 2024, the Company issued 20,588,235 new shares at $1.70 as a result of
the placement and issued a further 1,127,858 shares at $1.70 resulting from the purchase plan on 22 April 2024.
9. Share Options / Rights
In 2023, the Board introduced a new Omnibus Employee Incentive Plan (“OEIP”). No further issues under the legacy
Loan Funded Share Plan (“LFSP”) and legacy Employee Share Option Plan (“ESOP”) are anticipated.
9.1 Share Options
Share options granted to Directors and Executives
2,100,000 share options were issued to the Managing Director and CEO, Dr Andreas Schwer, following approval at the
AGM in May 2024. No other share options were issued to directors during or after the period.
Share options on issue at year end or exercised during or since the financial year
There were 5,812,076 unlisted options outstanding as at the date of this report as per the table below.
Options
Issue Date
Expiry Date
Exercise Price
Plan
60,000
19 May 2020
18 May 2025
$4.75
Legacy ESOP
20,000
15 March 2021
16 March 2026
$5.27
Legacy ESOP
2,765,587
22 December 2023
31 December 2028
$0.50
OEIP
2,100,000
30 May 2024
31 December 2028
$0.50
OEIP
71,500
30 August 2024
31 December 2028
$0.50
OEIP
794,989
30 August 2024
31 December 2029
$1.70
OEIP
5,812,076
Electro Optic Systems Holdings Limited | Annual Report 2024
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Directors’ Report
9. Share Options / Rights (continued)
No share options were exercised during or since the financial year. There were no shares or interests issued during or
since the financial year as a result of exercise of an option.
During the year ended 31 December 2024, 60,000 legacy ESOP share options lapsed due to the expiry of the exercise
period and 417,500 share options (consisting of 230,000 ESOP options and 187,500 OEIP options) were forfeited due to
cessation of employment.
5,732,076 share options have been issued under the OEIP and remain outstanding as at the date of this report.
At 31 December 2024, vesting conditions relating to 3,332,534 share options were satisfied and the options vested.
To the extent that share options vest and are exercised in the future, the Company expects they will be settled from
existing ordinary share capital from unallocated shares within the employee share trust.
9.2 Share Rights (OEIP)
Share rights granted to Directors and executives
1,260,000 share rights were issued to the Managing Director and CEO, Dr Andreas Schwer, following approval at the AGM
in May 2024.
No other share rights or share options were issued to directors during or after the period.
Share rights on issue
2,759,062 share rights have been issued and remain outstanding as at the date of this report. No shares were issued
during or since the financial year as a result of exercise of a share right. During the year ended 31 December 2024,
37,500 share rights were forfeited due to cessation of employment.
At 31 December 2024, the vesting conditions relating to 868,839 share rights were satisfied and these share rights vested.
To the extent that share rights vest and are exercised in the future, the Company expects they will be settled from
existing ordinary share capital from unallocated shares within the employee share trust.
9.3 Legacy Incentive Plans – Loan Funded Share Plan and Employee Share Option Plan
Legacy Loan Funded Share Plan
No new loan funded shares were issued during or since the financial year, and the Company has provided no new interest
free loans to the Directors or employees to acquire the shares under the legacy LFSP during or since the financial year.
As a result of a number of performance conditions and shares price hurdles not being met, as well as the resignation
of certain employees, 320,000 legacy LFSP shares lapsed during the year. This resulted in the total amount of the loans
outstanding under the legacy LFSP at year-end being $2,275,925 (2023: $3,902,150).
Loan funds under the legacy LFSP are limited recourse in nature, meaning that the Company’s recourse is limited to
the shares. If at the date that the loan becomes repayable the Directors or employees shares are worth less than the
outstanding balance of the loan, the Company cannot recover the difference from the Director or employee. Interest will
not be payable on the outstanding balance of the loan.
All shares issued under the legacy LFSP are held in an employee share trust, on behalf of all participants. The name of the
Trust is EOS Loan Plan Pty Ltd as trustee for the Share Plan Trust. All shares under the legacy LFSP are also subject to a
holding lock until all conditions are satisfied and the loan is repaid.
The shares issued to Directors and employees are subject to both ‘vesting conditions’ and ‘forfeiture conditions’.
Directors and employees are required to satisfy the vesting conditions in order for their shares to vest. While Directors
and employees hold their shares, they will be subject to forfeiture conditions and the shares will be forfeited if either the
vesting conditions are failed to be satisfied or the Director or employee cease to be employed or continue to provide
services to a Group company in certain circumstances.
Electro Optic Systems Holdings Limited | Annual Report 2024
39
Directors’ Report
Balance of shares
outstanding at
31 December 2023
Lapses and other
movements *
Balance of shares
outstanding at
31 December 2024
Directors
Mr David Black
75,000
-
75,000
Directors Total
75,000
-
75,000
Employees
Senior employees
715,000
(320,000)
395,000
Employees Total
715,000
(320,000)
395,000
Total, Directors and Employees
790,000
(320,000)
470,000
Reconciliation of Loan Funded Shares balances:
*The following conditions were not met in 2024:
•
The share price hurdle of $9.50 was not exceeded by 31 December 2024, resulting in 247,500 shares issued to senior employees lapsing.
•
Certain employees resigned from subsidiaries of the Group, resulting in 72,500 shares issued to them lapsing.
Legacy Employee Share Option Plan (ESOP)
As a result of a number of performance conditions and share price hurdles not being met, as well as the resignation of
certain employees, 290,000 legacy share options lapsed during the year under this plan. The options issued are subject
to both ‘vesting conditions’ and ‘forfeiture conditions’.
Once the vesting conditions have been satisfied, removed or lifted, the options vest and employees may deal with them
in accordance with the plan rules subject to sale restrictions and other legal restrictions (such as under the Company’s
trading policy).
Further Details
More comprehensive information on share options and share rights are included in the Remuneration Report.
2023
Number
2024
Number
Balance at beginning of the financial year
720,000
370,000
Lapsed during the year
(350,000)
(290,000)
Balance at end of the financial year
370,000
80,000
Exercisable at the end of the year
-
-
Reconciliation of unlisted options balances issued under the legacy Employee Share Option Plan:
Once the vesting conditions have been satisfied, removed or lifted, the shares become vested and Directors and
employees may deal with them in accordance with the rules of the legacy LFSP subject to sale restrictions and other legal
restrictions (such as under the Company’s trading policy).
Electro Optic Systems Holdings Limited | Annual Report 2024
40
Directors’ Report
10. Subsequent Events
On 31 January 2025, EOS announced that the EMS divestment had been completed, with net proceeds (after
customary adjustments) of $158.6m received on that date.
Contemporaneous with the completion of the transaction, EOS has repaid Washington H. Soul Pattinson (“WHSP”)
$61.1m. This represents the final repayment of WHSP of all outstanding amounts, including ‘make whole’ payments
required under the borrowing agreements. Following this debt repayment and the divestment of EMS, the Group had no
borrowings and held approximately $128.0m of available cash balances at 31 January 2025.
Subsequent to year-end, on 20 February 2025, the Group received approval from the offset credit authority for the
business plan. Refer to Note 30 to the financial statements for further details.
Apart from those mentioned above, there have been no transactions or events of a material and unusual nature
between the end of the reporting period and the date of the report likely, in the opinion of the Directors of the Company,
to significantly affect the operations of the Group, the results of those operations, or state of affairs of the Group in
future years.
11. Deed of Cross Guarantee
On 6 April 2018, the parent entity, Electro Optic Systems Holdings Limited, entered into a deed of cross guarantee
with two of its Australian wholly-owned subsidiaries, Electro Optic Systems Pty Limited and EOS Defence Systems
Pty Limited. On 28 November 2019, EM Solutions Pty Ltd entered into an Assumption Deed and became a party to the
Deed of Cross Guarantee.
On 21 November 2024, the Group announced the decision to sell EMS, a wholly-owned subsidiary. EMS is disclosed as
a discontinued operation at 31 December 2024.
Subsequent to year end, the Group completed the sale of EMS, and as a result, EMS was removed from the Deed of
Cross Guarantee.
12. Likely Developments
The Group will continue to operate in the Space Systems and Defence Systems businesses. Please see the Review of
Operations for further details.
13. Environmental Regulations
During the year, the Group engaged an external sustainability and climate expert to support the Group as part of its
proactive approach to prepare for Australian Sustainability Reporting Standards (ASRS) compliance. In this initial
phase, the Group conducted introductory workshops with key management across the group, performed an ASRS gap
assessment, and developed an initial roadmap to address key gaps identified.
The Group plans to conduct a climate risk and opportunities assessment during 2025 and 2026 as part of the phased
approach. Involving key management and operational employees, this assessment will help evaluate the Group’s
climate risk profile, including climate change, and identify areas for development to meet emerging climate-related
disclosure requirements.
In the opinion of the Directors the Group is in compliance with all applicable environmental legislation and regulations.
Electro Optic Systems Holdings Limited | Annual Report 2024
41
Directors’ Report
EOS Directors 2024
Number of
personnel
Female
Female %
Male
Male %
Board*
5
1
20%
4
80%
EOS Staff 2024
Number of
personnel
Female
Female %
Male
Male %
Australia
364
73
20%
291
80%
New Zealand
12
1
8%
11
92%
Singapore
21
7
33%
14
67%
United States
51
16
31%
35
69%
United Arab Emirates
46
6
13%
40
87%
Germany
2
1
50%
1
50%
Total Staff
496
104
21%
392
79%
* Board” excludes the Managing Director who is included under Staff as CEO.
The proportion of female employees to total workforce has increased slightly from 20 per cent in 2023 to 21 per cent at
the end of 2024.
14. Ethical Labour
The Group has established measures regarding fair labour practices and guidelines that create a respectful and safe
work environment for our employees globally. The Group is committed to treating all of its employees with respect
and strictly prohibits the use of slavery, forced labour and human trafficking. To prevent the occurrence of forced,
compulsory or child labour, the Group has implemented local labour policies and practices to comply with the Modern
Slavery Act. Any person who applies for employment with the Group does so on a voluntary basis and all employees are
legally entitled to leave upon reasonable notice without penalty. In accordance with the Group’s recruiting guidelines,
offers of employment must be conditional upon successful completion of required background checks. Background
checks are required to protect the safety of employees and to ensure that employees meet the Group’s standards.
15. Diversity
The Group values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its goals.
Accordingly, the Group’s diversity policy (“Diversity Policy”) outlines its diversity objectives in relation to gender, age,
cultural background, ethnicity, employment of veterans and other factors to leverage the widest pool of available talent.
A copy of the Group’s Diversity Policy is available on the Company’s website.
Section 6 of the Diversity Policy states that the Group will establish appropriate and meaningful objectives for achieving
gender and other forms of diversity.
The Group’s current objectives are to:
• improve the participation of women in the workforce; and
• improve retention of staff.
As at 31 December 2024, the Group’s gender diversity mix was as follows:
Electro Optic Systems Holdings Limited | Annual Report 2024
42
Directors’ Report
16. Dividends
The Directors recommend that no dividend be paid and no amount has been paid or declared by way of dividend since
the end of the previous financial year and up to the date of this report.
17. Director Shareholdings
The following table sets out each Director’s relevant interest in shares, restricted ordinary shares under the legacy LFSP
of the Company or a related body corporate as at the date of this report.
Directors
Fully paid
ordinary shares
Fully paid ordinary shares
restricted – LTI plans
Share options
under OEIP
Share rights
under OEIP
Mr Garry Hounsell
517,647
-
-
-
Dr Andreas Schwer
-
-
2,100,000
1,260,000
Air Marshal Geoffrey Brown AO
32,197
-
-
-
The Hon Kate Lundy
26,431
-
-
-
Mr David Black
30,610
75,000
-
-
Mr Robert Nicholson
137,647
-
-
-
18. Indemnification and Insurance of Officers and Auditors
During the financial year, the Company paid a premium in respect of a contract insuring the Directors and Officers of the
Company and any related body corporate against a liability incurred as such a Director or Officer to the extent permitted
by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the coverage provided
and the amount of the premium. The Company has agreed to indemnify the current Directors, Company Secretary and
Executive Officers against all liabilities to other persons that may arise from their position as Directors or Officers of the
Company and its controlled entities, except where to do so would be prohibited by law. The agreement stipulates that
the Company will meet the full amount of any such liabilities, including costs and expenses.
To the extent permitted by law and professional regulations, the Company has agreed to indemnify its auditors, Ernst &
Young Australia, as part of the terms of its audit engagement agreement against claims by third parties arising from the
audit. The indemnity does not apply to any Loss resulting from Ernst & Young Australia’s negligent, wrongful or wilful
acts or omissions. No payment has been made to indemnify Ernst & Young Australia during or since the financial year.
Electro Optic Systems Holdings Limited | Annual Report 2024
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Directors’ Report
Board of Directors
Audit and Risk
Committee
People and Culture
Committee
Data Security and
Data Governance
Committee
Nomination
Committee
Directors
Eligible
to attend
Attended
Eligible
to attend
Attended
Eligible
to attend
Attended
Eligible
to attend
Attended
Eligible
to attend
Attended
Mr Garry Hounsell
17
17
-
-
-
-
-
-
2
2
Dr Andreas Schwer
17
16
-
-
-
-
-
-
-
-
Air Marshal Geoff Brown AO
17
16
-
-
6
6
-
-
2
2
The Hon Kate Lundy
17
17
6
6
6
6
2
2
2
1
Mr David Black
17
17
6
6
6
6
2
2
2
2
Mr Robert Nicholson
17
17
6
6
-
-
2
2
2
1
19.1 Audit and Risk Committee
The members of the Committee during the year were Mr David Black (Chair), the Hon Kate Lundy and Mr Robert
Nicholson.
The Audit and Risk Committee have reviewed the Group’s risk management profile during the year to satisfy itself that
it continues to be sound and that the Group is operating with due regard to the risk appetite set by the Board. The Chief
Legal Officer prepares a risk profile for regular review by the Committee and the Board of Directors.
19.2 People and Culture Committee
The current members of the Committee are Air Marshal Geoffrey Brown AO (Chair), Mr David Black and the Hon Kate
Lundy.
19.3 Data Security & Data Governance Committee
The current members of the Committee are the Hon Kate Lundy (Chair), Mr David Black and Mr Robert Nicholson.
19.4 Nomination Committee
All Non-executive Board members are members of the Nomination Committee.
19. Directors’ Meetings
The following table sets out the number of Directors’ meetings (including meetings of committees of Directors)
held during the financial year and the number of meetings attended by each Director (while they were a Director or
committee member).
During the financial year, the following meetings were held:
• 17 Board meetings
• 6 Audit and Risk Committee meetings
• 6 People and Culture Committee meetings
• 2 Data Security and Data Governance Committee meetings
• 2 Nomination Committee meetings.
Electro Optic Systems Holdings Limited | Annual Report 2024
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Directors’ Report
20. Remuneration
Dear Shareholders,
Your Board is pleased to present the Remuneration Report for the year ending 31 December 2024.
This year has been marked by significant progress against our strategy. EOS has focused on growing the three core
product ranges of Remote Weapons Systems, High Energy Laser Weapons and Space Control. In line with this focus
we recently sold EM Solutions, our non-core satellite communications subsidiary, for $158.6m.
Company Performance
The Group’s financial results for FY24 were solid:
• Revenue from continuing operations increased by 9 per cent to $176.6m;
• Net Loss After Tax for the Group (including discontinued operations) reported continued to reduce on our path to
sustainable profitable operation to $19.7m in FY24;
• Our share price increased 25 per cent through the year to $1.30 as at 31 December 2024; and
• After the balance date, following the completion of the EM Solutions divestment on 31 January 2025, EOS has no
borrowings and holds approximately $128.0m in cash. In addition to cash balances, EOS had a further, $48m of
restricted cash held as security for bank guarantees.
FY24 Remuneration Outcomes – STI and OEIP
Our remuneration framework is designed to attract and retain executives with appropriate skills and experience. The
Group operates internationally and must compete globally in the defence sector. Our framework strikes a balance
between fixed pay and at-risk pay, ensuring our KMP are compensated in a manner that is both competitive and aligned
with global standards. Our global perspective is reflected in the service-based component of the OEIP, a common
practice outside of Australia.
In addition to market-based adjustments to fixed remuneration for our executive KMP, the performance outlined above
resulted in FY24 STI outcomes of 35 per cent of maximum for the MD/CEO and 54 per cent of maximum for the CFO/
COO. Details are set out in section 21.1 (iv) of this report.
The higher value in 2024 share-based payments for the MD/CEO relates to the deferral of the 2023 grant requiring
shareholder approval at the 2024 AGM.
The first tranche of the FY23 LTI grant was available for vesting following the end of the financial year, and will be
reported upon in the FY25 remuneration report.
The Board believes that our incentive outcomes are a fair reflection of the achievements of management throughout
the year.
Electro Optic Systems Holdings Limited | Annual Report 2024
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Directors’ Report
FY24 Remuneration changes
Several changes were made to our remuneration framework in FY24.
i. STI Deferred Equity Adjustment: To further align executive remuneration with shareholder outcomes, a 25 per cent
deferred equity component has been incorporated into the STI structure for KMP, with a 12-month deferral period.
This directly ties a portion of the STI to the company’s medium-term performance.
ii. NED Fee Increase: As disclosed in the 2023 Remuneration Report, after assessing the market competitiveness of
our director fees we increased those fees from 1 January 2024 to better reflect the demands and responsibilities of
our directors and to continue to be competitive in attracting directors of appropriate experience and skill. The Chair’s
fee was increased $175,000 per annum, while the fees for our directors were increased to $100,000 per annum.
Changes to Remuneration for FY25
i. LTI Modifications:
a. The FY25 LTI grant to KMP will be allocated 25 per cent in Rights which vest for continued service and 75 per
cent in performance-based Options (previously 50/50). This shift places greater emphasis on performance
driven incentives.
b. The FY25 LTI issue of options will be based on a relative TSR performance measure, replacing the share price
hurdle that was used for previous issuances.
The Board will continue to review our remuneration framework in line with practices in the markets in which we operate
and with reference to feedback from our shareholders.
Yours sincerely
Air Marshal Geoffrey Brown AO
Chair – People and Culture Committee
Electro Optic Systems Holdings Limited | Annual Report 2024
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Directors’ Report
21. Remuneration Report (Audited)
Contents
21.1
Remuneration Overview
21.2
Details of Remuneration
21.3
Share-based compensation
21.4
KMP equity holdings and other transactions
21.5
Company performance and shareholder returns
This report outlines the remuneration arrangements in place for Directors and Executives of the Group. A review of
roles that met the definition of KMP was undertaken during the year.
The Directors are responsible for remuneration policies and packages applicable to the Board members and Executives
of the Group. The Group has a separate People and Culture Committee. The remuneration policy is to ensure the
remuneration package properly reflects the persons duties and responsibilities. The Group’s executive team is based
in both Australia and internationally and the nature and structure of remuneration has been designed to be globally
competitive.
Name
Role
Term as KMP
Non-executive Directors
Mr Garry Hounsell
Chair, Non-executive Director
Full financial year
Air Marshal Geoffrey Brown AO
Non-executive Director
Full financial year
The Hon Kate Lundy
Non-executive Director
Full financial year
Mr David Black
Non-executive Director
Full financial year
Mr Robert Nicholson
Non-executive Director
Full financial year
Executive Director
Dr Andreas Schwer
Managing Director (MD) and
Chief Executive Officer (CEO)
Full financial year
Executive KMP
Mr Clive Cuthell
Chief Financial Officer (CFO) and
Chief Operating Officer (COO)
Full financial year
21.1 Remuneration Overview
The Key Management Personnel (KMP) of the Group, who had the authority and responsibility for planning, directing
and controlling the activities of the Group during the year were:
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Directors’ Report
Non-executive Directors
In accordance with best practice corporate governance, the structure of Non-executive Director and senior manager
remuneration is separate and distinct.
Non-executive Director remuneration reflects the Group’s desire to attract, motivate and retain experienced directors
and to ensure their active participation in advocating for the interests of shareholders, in areas such as corporate
governance, remuneration, compliance, risk and Group strategy. The size of the remuneration pool that can be paid to
Non-executive Directors is governed by resolutions passed at a General Meeting of shareholders.
Each Non-executive Director receives a fee for serving as a Director of the Company. The level of Director remuneration
is as follows:
All fees presented above include statutory superannuation, where applicable. Directors may be reimbursed for
expenses reasonably incurred in attending to the Group’s affairs.
Non-executive Director fees are determined within an aggregate Directors’ fee pool limit, which is periodically
recommended for approval by shareholders. Shareholders approved a resolution at the 2020 AGM to set the aggregate
pool limit of Non-executive Director fees at $1,000,000 per annum (excluding options). This limit has not increased
since 2020. The manner in which this limit is apportioned amongst Directors, and the policy of granting options to
Directors, is determined by Directors within this limit set by shareholders.
As identified in the 2023 annual report, the Board increased the level of Director fees paid within this limit, to $175,000
for the Chair and $100,000 for each Non-executive Director, effective from 1 January 2024. The change was approved
following a review and benchmarking to ensure that the fees paid to the Chair and Directors remains competitive to
attract appropriately qualified Directors.
No options were granted to or exercised by any Non-executive Director during 2024.
Role
Fee
2024
$
Fee
2023
$
Board Chair
175,000
140,000
Non-executive director
100,000
70,000
Committee Chair
-
-
Committee Member
-
-
Electro Optic Systems Holdings Limited | Annual Report 2024
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Directors’ Report
21. Remuneration Report (Audited) (continued)
Executive Pay
The Group aims to reward executives with a level and mix of remuneration commensurate with their position,
responsibilities and performance, in a way that aligns with business strategy so as to:
• reward executives for Group and individual performance against targets set by reference to suitable benchmarks;
• align executive’s interests with those of shareholders; and
• ensure that the total remuneration paid is competitive by market standards.
i. Structure
The remuneration paid to executives is set with reference to prevailing market levels and typically comprises a fixed
salary, short-term incentive and a long-term incentive, comprising share options and share rights. Incentives are
granted to executives in line with their respective levels of experience and responsibility. Details of the amounts paid,
and the number of options granted to executives are disclosed elsewhere in the Directors’ Report.
ii. Employment contracts
Executives and senior management are employed under standard employment contracts which contain no unusual
terms. Beyond accrued leave benefits, there are no other termination payments or golden parachutes for any Directors
or executives. The MD/CEO and the other senior management have 90-day notice periods under their employment
contracts.
iii. Fixed remuneration
The level of fixed remuneration for executives is set at market competitive levels to attract and retain executives of
appropriate international experience and is reviewed and benchmarked periodically.
iv. Short-term performance incentives (STI)
Executives and senior management have a target STI opportunity based on the accountabilities of their specific role
and impact on the Group’s performance. Each year appropriate targets and key performance indicators (KPI’s) are
determined for each individual to reflect the core drivers of short-term performance and to provide a framework for
delivering sustainable value to the Group, its shareholders and customers.
Five to six KPI’s are determined for each participant which cover both Group and business unit financial performance
measures and individual non-financial measures of performance. For each KPI, a base, target and a stretch objective is
set. Each KPI is weighted evenly.
Performance measures for the MD/CEO and CFO/COO are set by reference to the following criteria:
MD / CEO
CFO / COO
Weighting
%
Achieved
%
Weighting
%
Achieved
%
Business Financial Goals
60%
46%
60%
62%
Strategic Order Pipeline Goals
40%
64%
Stakeholder
13%
100%
Processes
27%
115%
STI Outcome (% of target)
53%
110%
STI Outcome (% of maximum)
35%
54%
Electro Optic Systems Holdings Limited | Annual Report 2024
49
Directors’ Report
The STI is determined after the end of the financial year following a review of performance over the year against the STI
performance measures by the MD/CEO (and in the case of the MD/CEO and CFO/COO, by the Board). The STI is paid
following the release of this Financial Report.
Group earnings, revenue, cash flow, order book and business unit profits are measures against which the Group’s short-
term financial performance is assessed. Non-financial hurdles relate primarily to the delivery of team or business unit
objectives and projects.
During 2024, the structure of the STI was amended for the MD/CEO and the CFO/COO with the introduction of an STI
deferral element where 25 per cent of STI payable is in the form of deferred equity in EOS shares.
v. Long-term incentives – Omnibus Employee Incentive Plan (“OEIP”)
During 2023, the OEIP, was established to replace the legacy LFSP. It is anticipated that annual grants will be made to
senior managers under the OEIP to align remuneration with the creation of shareholder value over the long term.
The grant under the OEIP comprises:
a. share options with share price vesting targets intended to drive performance that will generate significant
shareholder value; and
b. share rights, with service-based vesting that are intended to retain the management team.
In both cases, the value of the reward is linked to the future share price, providing strong alignment with shareholders.
The initial LTI grant to the MD/CEO and CFO/COO was structured as 50 per cent options and 50 per cent rights,
however in future issues the composition will be 25 per cent rights and 75 per cent options.
There is not expected to be any change in share capital as a result of the existing OEIP allocations as it is anticipated
the existing allocations will be funded by shares already issued and held in trust as lapsed shares from the legacy LFSP.
The structure of the OEIP is detailed below with full details of offers included in Note 22 to the financial statements.
Electro Optic Systems Holdings Limited | Annual Report 2024
50
Directors’ Report
2024
Short term
Post
employment
Share-based2
Total
Salary &
Fees
$
Cash STI
Bonus1
$
Other
benefits
$
Super-
annuation
$
Loan
Funded
Share Plan
$
OEIP
Options/
Rights
$
Deferred
Equity
Bonus
$
Other
long term
benefits
$
Termi
nation
benefits
$
$
Directors
Mr Garry Hounsell
157,304
-
-
17,696
-
-
-
-
-
175,000
Air Marshal Geoffrey
Brown AO
89,888
-
-
10,112
-
-
-
-
-
100,000
The Hon Kate Lundy
89,888
-
-
10,112
-
-
-
-
-
100,000
Mr David Black
89,888
-
-
10,112
17,460
-
-
-
-
117,460
Mr Robert Nicholson
97,268
-
-
2,732
-
-
-
-
-
100,000
Dr Andreas Schwer
752,499
238,500
14,450
-
-
1,637,6883
79,500
-
-
2,722,637
Total
1,276,735
238,500
14,450
50,764
17,460
1,637,688
79,500
-
-
3,315,097
Other key
management
personnel
Mr Clive Cuthell
679,636
223,864
34,264
28,665
-
540,440
74,621
5,564
-
1,587,054
Total
679,636
223,864
34,264
28,665
-
540,440
74,621
5,564
-
1,587,054
1) All bonuses are earned in the financial year to which they relate and are paid during the following year as either cash or deferred equity.
2) The share-based payments above are based on the valuation at the grant date using a valuation model, pro-rated over the period from grant date to vesting date.
3) The higher value in 2024 share-based payments for Dr Schwer relates to the deferral of the 2023 grant requiring shareholder approval at the 2024 AGM.
21. Remuneration Report (Audited) (continued)
21.2 Details of Remuneration
Details of the remuneration of each member of KMP of the Group are set out in the tables following.
No executives are employed by the holding company. The following table discloses the remuneration of the executives
of the Group for the period during which they were considered key management personnel:
Electro Optic Systems Holdings Limited | Annual Report 2024
51
Directors’ Report
2023
Short term
Post
employment
Share-based2
Total
Salary &
Fees
$
Bonus
$
Other
benefits
$
Super-
annuation
$
Loan Funded
Share Plan
$
OEIP
Options/
Rights1
$
Other
long term
benefits
$
Termination
benefits
$
$
Directors
Mr Garry Hounsell
126,411
-
-
13,589
-
-
-
-
140,000
Air Marshal Geoffrey
Brown AO
63,206
-
-
6,794
(78,571)
-
-
-
(8,571)
The Hon Kate Lundy
63,206
-
-
6,794
(78,571)
-
-
-
(8,571)
Mr David Black
63,206
-
-
6,794
(32,940)
-
-
-
37,060
Mr Robert Nicholson
42,339
-
-
-
-
-
-
-
42,339
Ms Deena Shiff
15,837
-
-
1,663
-
-
-
-
17,500
Mr Robert Kaye
15,837
-
-
1,663
-
-
-
-
17,500
Total
390,042
-
-
37,297
(190,082)
-
-
-
237,257
Other key
management
personnel
Dr Andreas Schwer
711,471
518,000
34,509
-
-
383,600
-
-
1,647,580
Mr Clive Cuthell
657,207
275,280
42,787
13,699
-
226,507
4,183
-
1,219,663
Dr James Bennett
329,435
42,250
-
30,762
2,228
44,723
13,431
-
462,829
Mr Matthew Jones
304,231
50,750
-
32,074
(31,450)
-
-
145,821
501,426
Mr Ian Cook
47,792
20,583
6,789
4,813
-
-
323
-
80,300
Total
2,050,136
906,863
84,085
81,348
(29,222)
654,830
17,937
145,821
3,911,798
1) OEIP options and rights expense in 2023 is a part-year allocation.
2) The share-based payments above are based on the valuation at the grant date using a valuation model, pro-rated over the period from grant date to vesting date.
Electro Optic Systems Holdings Limited | Annual Report 2024
52
Directors’ Report
21. Remuneration Report (Audited) (continued)
21.3 Share-based Compensation
Share Options (OEIP)
Vesting Principles
The options will vest if the vesting conditions have been met on a Testing Date in the manner set out in the tables
below, provided that the employee continues to provide services to the Group on the date of vesting.
% vest if share price
hurdle met
Share price hurdle
required to be met for
period of 20 trading
days prior to Testing
Date – can be
non-consecutive
Testing Dates
Exercise Period
2023 Grant
50%
$1.20
31/12/24
31/12/25
31/12/26
From
Vesting Date until
31 December 2028
100%
$3.00
2024 Grant
50%
$3.00
31/12/25
31/12/26
31/12/27
From
Vesting Date until
31 December 2029
100%
$5.00
Options will vest on a linear pro-rata basis for share price performance between the lower and upper share price
hurdle as tested on each testing date. Future issues of options will be based on a relative TSR performance measure,
replacing the existing share price hurdle.
2,100,000 share options were issued to the Managing Director in May 2024. 1,375,417 share options were issued to
executives assessed as Key Management Personnel during 2023. No options were exercised by any executive during
2024.
Share Rights (OEIP)
Vesting Principles
The rights will vest in the below proportions based purely on a service condition if the employee remains employed by
the Group on the below hurdle dates.
Amount to vest
Continued employment on
Testing Date
2023 Grant
One third
One third
One third
31/12/24
31/12/25
31/12/26
2024 Grant
One third
One third
One third
31/12/25
31/12/26
31/12/27
Share rights are subject to a service condition and if an employee is not employed on a testing date, those rights will
lapse.
1,260,000 share rights were issued to the Managing Director in May 2024. 825,250 share rights were issued to
executives assessed as Key Management Personnel during 2023. No share rights were exercised by any executive
during 2024.
Electro Optic Systems Holdings Limited | Annual Report 2024
53
Directors’ Report
Long Term Incentive – Legacy Plans
During 2023 the Board determined to replace the legacy Loan Funded Share Plan (“LFSP”) and the legacy Employee
Share Option Plan (“ESOP”) with the OEIP as the long-term incentive for management.
Of the 790,000 shares allocated at the beginning of the year to the legacy LFSP, 320,000 shares were forfeited during
the year, either as a result of not meeting performance conditions, expiry or cessation of employment. 470,000 legacy
LFSP shares remain at the end of the financial year.
Of the 370,000 remaining unlisted options at the beginning of the year issued under the legacy ESOP, 290,000 options
were forfeited during the year, either as a result of not meeting performance conditions, expiry or cessation of
employment. 80,000 legacy ESOP options remain at the end of the financial year.
It is not intended that any future grants will be made under the legacy LFSP or legacy ESOP. These employee options
have similar vesting and forfeiture conditions as those issued under the legacy LFSP.
Legacy LFSP
Details of the historical grants under the legacy LFSP are outlined below.
Vesting Principles
The shares will vest at the end of each ‘Vesting Period’ in the manner set out in the tables below, provided that the
following conditions are met:
a. Directors and employees continue to provide services to the Group on each of the vesting dates (or such other
date on which the Board makes a determination as to whether the vesting condition has been met); and
b. the performance hurdles are satisfied, which relate to the Company’s earnings before income tax (EBIT) and the
Company’s share price. Notably, EBIT and share price hurdles must both be achieved in order for Shares to vest
under each tranche.
Elements of remuneration related to performance
There are service conditions and performance conditions both market and/or non-market conditions attached to the
restricted fully paid ordinary shares issued under the share plan.
The overall performance of the Company as measured by the share price will determine whether the shares vest and
whether the Director or executive receives any benefit from these shares. The time service condition was chosen by the
Board as an appropriate condition as it helps in the retention and motivation of staff.
The ordinary restricted shares were issued to Directors, senior executives and senior staff under the legacy LFSP. These
ordinary restricted shares are subject to performance and vesting conditions.
Further measures, hurdles and sale restrictions
Employees and Directors may be subject to individualised measures and hurdles associated with any shares issued
to them under to the legacy LFSP. To the extent shares vest, they will be subject to sale restrictions as outlined in the
tables below for each separate issue of loan funded shares.
Grant Date
Issue/loan
price
Share price
hurdle to
achieve
Share Price
Hurdle expiry
date
Vesting
period ends
Remaining Balance
31 December 2024
LFSP shares
Held by
2021
$4.06
$11.50
30/6/25
30/6/25
75,000
Director
Total
75,000
Electro Optic Systems Holdings Limited | Annual Report 2024
54
Directors’ Report
21. Remuneration Report (Audited) (continued)
In order for vesting to occur, the share price hurdle must be reached on at least 30 trading days, not necessarily
consecutive, by the share price hurdle expiry date. If the vesting conditions are not satisfied, or if the Board determines
that they cannot be satisfied, the unvested Shares will be forfeited.
Additional vesting conditions exist for some senior employees under the terms of the legacy LFSP which specifically
relate to the performance of their business sectors within the Group. These conditions are outlined in Note 22 of the
financial statements.
As at 31 December 2024, there remains 470,000 LFSP shares on issue.
21.4 KMP Equity Holdings and Other Transactions
The following table sets out each key management personnel’s equity holdings (represented by holdings of fully paid
ordinary unrestricted shares in Electro Optic Systems Holdings Limited).
Number of shares
1 Jan 2024
Purchased
during the year
Sold during
the year
Ceased to be
KMP
31 Dec 2024
Mr Garry Hounsell
500,000
17,647
-
-
517,647
Air Marshal Geoffrey Brown AO
26,315
5,882
-
-
32,197
The Hon Kate Lundy
23,490
2,941
-
-
26,431
Mr David Black
12,963
17,647
-
-
30,610
Mr Robert Nicholson
120,000
17,647
-
-
137,647
Dr Andreas Schwer
-
-
-
-
-
Mr Clive Cuthell
-
-
-
-
-
Total
682,768
61,764
-
-
744,532
The following table sets out each key management personnel’s equity holdings (represented by holdings of restricted
fully paid ordinary shares in Electro Optic Systems Holdings Limited issued under the legacy LFSP).
Number of Legacy LFSP shares
1 Jan 2024
Purchased
during the
year
Sold
during the
year
Lapsed
during the
year
Ceased
to be KMP
31 Dec 2024
Mr Garry Hounsell
-
-
-
-
-
-
Air Marshal Geoffrey Brown AO
-
-
-
-
-
-
The Hon Kate Lundy
-
-
-
-
-
-
Mr David Black
75,000
-
-
-
-
75,000
Mr Robert Nicholson
-
-
-
-
-
-
Dr Andreas Schwer
-
-
-
-
-
-
Mr Clive Cuthell
-
-
-
-
-
-
Dr James Bennett
67,500
-
-
-
(67,500)
-
Total
142,500
-
-
-
(67,500)
75,000
Electro Optic Systems Holdings Limited | Annual Report 2024
55
Directors’ Report
The following table sets out key management personnel’s equity holdings represented by holdings of unvested share
options and share rights under the new Omnibus Employee Incentive Plan.
Subject to the rules of the OEIP, no options or rights will vest if the conditions are not satisfied, subject to the discretion
of the Board (and ASX Listing Rules, as applicable) hence the minimum value of the option and rights yet to vest is nil.
The maximum value of the options and rights yet to vest has been determined as the amount of the grant date fair
value of the options and rights that is yet to be expensed at the end of the reporting period.
Number of OEIP Share Rights
1 January
2024
Share rights
issued
during the
year
Other
movement
during the
year
31
December
2024
Grant date
Fair value
of Grant
per Right
$
Financial
years in
which
options may
vest
Maximum
total value
of grant yet
to expense
Mr Clive Cuthell
744,000
-
-
744,000
21/4/23
$0.94
2024
2025
2026
157,348
Dr Andreas Schwer
-
1,260,000
-
1,260,000
30/5/24
$1.45
2024
2025
2026
411,054
Total
744,000
1,260,000
-
2,004,000
568,402
Number of OEIP Share Options
1 January
2024
Share
options
issued
during the
year
Other
movement
during the
year
31
December
2024
Grant date
Fair value
of Grant
per option
Financial
years in
which
options may
vest
Maximum
total value
of grant yet
to expense
Mr Clive Cuthell
1,240,000
-
-
1,240,000
21/4/23
$0.46
2024
2025
2026
-
Dr Andreas Schwer
-
2,100,000
-
2,100,000
30/5/24
$0.91
2024
2025
2026
-
Total
1,240,000
2,100,000
-
3,340,000
-
At the testing date of 31 December 2024:
•
420,000 share rights and 1,417,500 share options vested to Dr Schwer; and
•
248,000 share rights and 837,000 share options vested to Mr Cuthell.
Electro Optic Systems Holdings Limited | Annual Report 2024
56
Directors’ Report
21. Remuneration Report (Audited) (continued)
21.5 Company Performance and Shareholder Returns
The table below sets out summary information about the Company’s earnings and movements in shareholder wealth
for the last five financial years.
31 December
2024
$’000
31 December
2023
$’000
31 December
2022
$’000
31 December
2021
$’000
31 December
2020
$’000
Revenue (including discontinued
operations)
258,696
219,253
137,912
212,331
180,182
Net (loss) before tax
(15,113)
(40,193)
(124,839)
(4,612)
(29,901)
Net (loss) after tax
(19,685)
(34,107)
(115,561)
(13,843)
(25,208)
31 December
2024
$
31 December
2023
$
31 December
2022
$
31 December
2021
$
31 December
2020
$
Share price at start of year
1.04
0.49
2.34
5.91
7.42
Share price at end of year
1.30
1.04
0.49
2.34
5.91
Dividends paid
-
-
-
-
-
People and Culture Committee
The current members of the People and Culture Committee are Air Marshal Geoffrey Brown AO (Chair), Mr David Black
and the Hon Kate Lundy.
The People and Culture Committee provide advice, recommendations and assistance to the Board with respect to
people and culture matters. The Committee advises the Board on remuneration policies and practices for the Board, the
CEO, the CFO/COO, senior executives and other persons whose activities, individually or collectively, affect the financial
soundness of the Company. The Committee may seek independent advice from external advisors on related matters.
The policies and practices are designed to:
a. enable the Company to attract, retain and motivate Directors, executives and employees who will create value
for shareholders within the Company’s values and risk appetite, by providing remuneration packages that are
equitable and externally competitive in international markets;
b. be fair and appropriate having regard to the performance of the Company and the relevant Director, executive or
employee; and
c. comply with relevant legal requirements.
Electro Optic Systems Holdings Limited | Annual Report 2024
57
Directors’ Report
22. Non-audit services
The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person
or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001. The Directors have formed this view based on the fact that the nature and scope of each type of
non-audit service provided means that the audit independence was not compromised.
Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are
contained in Note 31 to the financial statements.
23. Auditor’s Independence Declaration
The auditor’s independence declaration is included on page 58 of this Annual Report.
Signed in accordance with a resolution of Directors made pursuant to s.298(2) of the Corporations Act 2001.
On behalf of the Directors
Garry Hounsell
Director and Chair of the Board of Directors
Dated at Canberra this 25th day of February 2025
Electro Optic Systems Holdings Limited | Annual Report 2024
58
Auditor’s Independence Declaration
AT EOS
WE SEE
FURTHER
Electro Optic Systems Holdings Limited | Annual Report 2024
60
Financial Statements and Notes
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2024
Continuing operations
Note
2024
$ ‘000
2023
$ ‘000
Revenue
2(a)
176,565
162,021
Other income
2(a)
2,055
2,302
Foreign exchange gain
2(b)
11,570
892
Raw materials and consumables used
(91,920)
(89,683)
Employee benefits expense
2(b)
(62,507)
(54,113)
Occupancy costs
(2,042)
(1,833)
Administration expenses
(32,171)
(29,207)
Other expenses
(2,911)
(1,334)
Finance cost
2(b)
(24,550)
(35,244)
Depreciation of property, plant and equipment
2(b)
(3,715)
(5,573)
Depreciation of right of use assets
2(b)
(3,956)
(3,836)
Amortisation of intangible assets
2(b)
(4,871)
-
(Loss) before tax from continuing operations
(38,453)
(55,608)
Income tax benefit
4(a)
3,337
11,237
(Loss) for the year from continuing operations
(35,116)
(44,371)
Discontinued Operations
Profit after tax for the year from discontinued operations
5
15,431
10,264
(Loss) for the year
(19,685)
(34,107)
Attributable to:
Owners of the Company
23
(18,731)
(33,275)
Non-controlling interests
(954)
(832)
(19,685)
(34,107)
Other Comprehensive Income
Items that may be reclassified in future to profit or loss
Exchange differences on translation of foreign operations
1,826
(501)
Total comprehensive (loss) for the year
(17,859)
(34,608)
Attributable to:
Owners of the Company
(16,905)
(33,776)
Non-controlling interests
(954)
(832)
(17,859)
(34,608)
Note
Cents per share
Cents per share
Basic and diluted (loss)/earnings per share
3
From continuing operations
(19.5)
(27.4)
From discontinued operations
8.8
6.5
Total
(10.7)
(20.9)
Notes to the financial statements are included on pages 65 to 121.
Electro Optic Systems Holdings Limited | Annual Report 2024
61
Financial Statements and Notes
Consolidated Balance Sheet
As at 31 December 2024
Note
2024
$ ‘000
2023
$ ‘000
CURRENT ASSETS
Cash and short-term deposits
24
41,078
70,997
Trade and other receivables
6
17,730
8,466
Security deposits
30
12,747
21,086
Contract asset
7
57,381
29,090
Inventories
8
62,685
73,397
Prepayments
9
18,127
16,384
Assets classified as held for sale
5
95,160
-
TOTAL CURRENT ASSETS
304,908
219,420
NON‑CURRENT ASSETS
Contract asset
7
-
38,946
Deferred tax asset
4
7,927
8,950
Security deposits
30
36,729
45,970
Prepayments
9
2,175
-
Right of use assets
10
15,023
19,783
Goodwill
11
2,505
12,373
Intangible assets
13
18,702
18,283
Property, plant and equipment
14
13,045
29,508
TOTAL NON-CURRENT ASSETS
96,106
173,813
TOTAL ASSETS
401,014
393,233
CURRENT LIABILITIES
Trade and other payables
15
28,210
40,804
Contract liabilities
16
24,130
20,587
Borrowings
17
47,939
19,875
Lease liabilities
18
4,683
4,876
Tax payable
4,543
3,584
Provisions
19
19,036
25,769
Liabilities directly associated with assets held for sale
5
26,170
-
TOTAL CURRENT LIABILITIES
154,711
115,495
NON‑CURRENT LIABILITIES
Borrowings
17
-
44,947
Lease liabilities
18
13,308
19,043
Provisions
19
13,486
14,675
TOTAL NON-CURRENT LIABILITIES
26,794
78,665
TOTAL LIABILITIES
181,505
194,160
NET ASSETS
219,509
199,073
EQUITY
Issued capital
20
467,192
432,248
Reserves
21
17,810
12,633
Accumulated losses
23
(260,505)
(241,774)
Equity attributable to owners of the Company
224,497
203,107
Non-controlling interests
(4,988)
(4,034)
TOTAL EQUITY
219,509
199,073
Notes to the financial statements are included on pages 65 to 121.
Electro Optic Systems Holdings Limited | Annual Report 2024
62
Financial Statements and Notes
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
2024
Accumulated
losses
$’000
Issued
capital
$’000
Foreign
currency
translation
reserve
$’000
Employee
equity settled
benefits
reserve
$’000
Attributable
to owners of
the parent
$’000
Non‑
controlling
interests
$’000
Total
Equity
$’000
At 1 January 2024
(241,774)
432,248
(224)
12,857
203,107
(4,034)
199,073
Loss for the year
(18,731)
-
-
-
(18,731)
(954)
(19,685)
Exchange differences
arising on translation of
foreign operations
-
-
1,826
-
1,826
-
1,826
Total comprehensive
loss for the year
(18,731)
-
1,826
-
(16,905)
(954)
(17,859)
Issue of 20,588,235
equity shares at $1.70 per
share on 2 April 2024 –
Share Placement
-
35,000
-
35,000
-
35,000
Issue of 1,127,858 equity
shares at $1.70 per
share on 22 April 2024 -
Share purchase plan
-
1,917
-
1,917
-
1,917
Equity raising
transaction costs
-
(1,973)
-
(1,973)
-
(1,973)
Recognition of
share-based payments
expense
-
-
-
3,351
3,351
-
3,351
At 31 December 2024
(260,505)
467,192
1,602
16,208
224,497
(4,988)
219,509
2023
Accumulated
losses
$’000
Issued
capital
$’000
Foreign
currency
translation
reserve
(FCTR)
$’000
Employee
equity settled
benefits
reserve
$’000
Attributable
to owners of
the parent
$’000
Non‑
controlling
interests
$’000
Total
Equity
$’000
At 1 January 2023
(208,499)
432,248
277
12,268
236,294
(3,202)
233,092
Loss for the year
(33,275)
-
-
-
(33,275)
(832)
(34,107)
Exchange differences
arising on translation of
foreign operations
-
-
(501)
-
(501)
-
(501)
Total comprehensive
loss for the year
(33,275)
-
(501)
-
(33,776)
(832)
(34,608)
Recognition of
share-based payments
expense
-
-
-
589
589
-
589
At 31 December 2023
(241,774)
432,248
(224)
12,857
203,107
(4,034)
199,073
Notes to the financial statements are included on pages 65 to 121.
Electro Optic Systems Holdings Limited | Annual Report 2024
63
Financial Statements and Notes
Note
2024
$ ‘000
2023
$ ‘000
Cash flows from operating activities
Receipts from customers
261,126
325,472
Payments to suppliers and employees
(268,360)
(215,914)
Income tax (paid)/received
(549)
16,747
Interest and bill discounts received
2,236
1,010
Interest and other costs of finance paid
(24,818)
(14,191)
Net cash (outflows)/inflows from operating activities
24
(30,365)
113,124
Cash flows from investing activities
Payments for property, plant and equipment
(6,173)
(2,933)
Payments for Intangibles and other assets
(5,383)
-
Payments for security deposits
(5,851)
(31,793)
Proceeds from security deposits
21,086
-
Net cash inflows/(outflows) from investing activities
3,679
(34,726)
Cash flows from financing activities
Proceeds from issue of new shares
36,917
-
Transaction costs related to issue of new shares
(1,973)
-
Repayment of lease liabilities
(5,229)
(4,648)
Repayment of borrowings
(20,505)
(24,404)
Net cash inflows/(outflows) from financing activities
9,210
(29,052)
Net (decrease)/increase in cash and cash equivalents
(17,476)
49,346
Cash and cash equivalents at the beginning of the financial year
70,997
21,681
Effects of exchange rate fluctuations on the balances of cash held in foreign currencies
(1,217)
(30)
Cash and cash equivalents at the end of the financial year
24
52,304
70,997
Notes to the financial statements are included on pages 65 to 121.
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
1.
Basis of Preparation
65
2.
(Loss)/Profit Before Tax– Continuing Operations
69
3.
Earnings per Share
72
4.
Income Tax
73
5.
Discontinued Operations
78
6.
Trade and Other Receivables
80
7.
Contract Asset
81
8.
Inventories
82
9.
Prepayments
82
10.
Right of Use Assets
83
11.
Goodwill
84
12.
Impairment of Assets
85
13.
Intangible Assets
87
14.
Property, Plant and Equipment
89
15.
Trade and Other Payables
90
16.
Contract Liabilities
90
17.
Borrowings
91
18.
Lease Liabilities
93
19.
Provisions
94
20.
Issued Capital
96
21.
Reserves
96
22.
Share-Based Payments
97
23.
Accumulated Losses
102
24.
Notes to the Cash Flow Statement
103
25.
Related Party Disclosures
104
26.
Controlled Entities
105
27.
Financial Risk Management Objectives and Policies
108
28.
Segment Information – Continuing Operations
115
29.
Parent Entity Disclosure
118
30.
Contingent Liabilities and Commitments
119
31.
Remuneration of Auditors
120
32.
Subsequent Events
121
33.
Additional Company Information
121
Notes to the Consolidated Financial Statements
64
Electro Optic Systems Holdings Limited | Annual Report 2024
Financial Statements and Notes
Electro Optic Systems Holdings Limited | Annual Report 2024
65
Financial Statements and Notes
1. Basis of Preparation
a. Corporate Information
The consolidated financial statements of Electro Optic
Systems Holdings Limited and its subsidiaries (collectively,
the Group) for the year ended 31 December 2024
were authorised for issue by the Directors on
25th February 2025.
Electro Optic Systems Holdings Limited (the Company, or
parent) is a limited company incorporated and domiciled
in Australia and whose shares are publicly traded.
The registered office is in Symonston, Canberra, Australia.
For the purposes of preparing the consolidated financial
statements, the Company is a for-profit entity.
b. Basis of Preparation
The consolidated financial statements are general
purpose financial statements which have been prepared in
accordance with the Corporations Act 2001 and Australian
Accounting Standards issued by the Australian Accounting
Standards Board (AASB) and International Financial
Reporting Standards as issued by the International
Accounting Standards Board (IASB) (collectively referred to
as IFRS) and complies with other requirements of the law.
The financial report has been prepared on the basis of
historical cost unless otherwise stated. Cost is based on
the fair values of the consideration given in exchange for
assets. All amounts are presented in Australian dollars,
unless otherwise stated. The presentation and functional
currency of the Group is Australian dollars. Certain
comparative amounts have been restated to apply with the
method of computation in the current year.
The Company is a company of the kind referred to in ASIC
Corporations (Rounding in Financials/Directors’ Reports)
Instrument 2016/191, dated 24 March 2016, and in
accordance with that Corporations Instrument amounts
in the financial report are rounded to the nearest thousand
dollars ($’000), unless otherwise indicated.
The Group includes material accounting policies in the
notes to the financial statements, specifically where
accounting policies have been made in relation to the
recognition and measurement basis used and are relevant
to an understanding of the financial statements.
On 21 November 2024, the Group announced the decision
to sell EM Solutions Pty Ltd (EMS), a wholly owned
subsidiary. EMS is disclosed as a discontinued operation
at 31 December 2024. The prior year comparatives
in the financial statements and accompanying note
disclosures have been restated as required to reflect the
change accordingly.
c. Going Concern
The financial report has been prepared on the going
concern basis which assumes continuity of normal
business activities and the realisation of assets and the
settlement of liabilities in the ordinary course of business
and at amounts stated in the financial report.
For the year ended 31 December 2024, the Group incurred
a loss before tax from continuing operations of $38.5m
(December 2023: loss of $55.6m) had a net cash outflow
from operating activities of $30.4m (December 2023: net
inflows of $113.1m) and had a net decrease in cash and
cash equivalents held of $17.5m (December 2023: net
increase of $49.3m). At 31 December 2024 the Group had
a cash balance of $52.3m (December 2023: $71.0m) and
net current assets of $150.2m (December 2023: $103.9m).
In 2022, the Group entered into binding agreements with
a financier for three borrowing facilities. Two of these
facilities were repaid in full prior to year end with $26.9m
repaid in September 2023 and $20.5m repaid in April 2024.
The remaining term loan facility of $52.1m which was
scheduled to be due for repayment in October 2025 was
required to be repaid in full upon the divestment of EMS.
On 31 January 2025, following the divestment of EMS,
the Group had no external borrowings and approximately
$128.0m cash at bank.
As described in Note 30, under an existing contract EOS
has offset credit obligations in the Middle East. As EOS
expects to generate offset credits via economic activity
and does not expect to settle the offset obligation in cash,
either through the credit purchase program or the bank
guarantee, the cash flow forecast to 31 August 2026 does
not include cash outflows relating to this obligation.
The Group continues to closely monitor its cash flow
outlook and compliance with financial covenants as
described in Note 17.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
Electro Optic Systems Holdings Limited | Annual Report 2024
66
Financial Statements and Notes
1. Basis of Preparation (continued)
The Directors, in their consideration of the appropriateness
of the going concern basis for the preparation of this
annual financial report, have caused to be prepared a cash
flow forecast through to 31 August 2026 which supports
the ability of the Group to continue as a going concern.
The underlying assumptions of the forecast include
acknowledgement of the intrinsic operational risks of
the business, the existing cash position of the Group, the
need to secure sufficient new cash flow positive contracts
and to deliver against contracts on time, to the required
specifications and within budgeted costs.
At the date of signing this report, based on this review,
the Directors consider they have reasonable grounds to
believe that the Group will continue as a going concern.
They note that the continued ability of the Group to pay
its debts as and when they become due and payable is
dependent on:
• the Group securing sufficient new cash flow positive
contracts, including converting key opportunities within
the Defence and Space sector pipelines;
• the Group continuing to deliver against its contracts
on time, to the required specifications and within
budgeted costs;
• the receipt of significant cash collections from
customers as a result of:
a) the continued realisation of the contract asset; and
b) key military and government customers making
timely payments for the goods and services supplied
in accordance with contractual terms.
• the Group operationlising the approved business plan to
acquit the offset obligations, refer to note 30 for further
details; and
• continuing compliance with financial covenants.
d. Basis of Consolidation
The consolidated financial statements incorporate the
financial statements of the Company and entities controlled
by the Company. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its
involvement with the investee; and
• has the ability to use its power to affect its returns.
The Company reassesses 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
listed above.
Consolidation of a subsidiary begins when the Company
obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary. Specifically,
income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated
statement of profit or loss and other comprehensive
income from the date the Company gains control until the
date when the Company ceases to control the subsidiary.
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.
Non-controlling interests in subsidiaries are identified
separately from the Group’s equity therein. The interests
of non-controlling shareholders with present ownership
interests entitling them to a proportionate share of net
assets upon liquidation may initially be measured at fair
value or at the non-controlling interests’ proportionate
share of the fair value of the acquiree’s identifiable net
assets. The choice of measurement is made on an
acquisition-by-acquisition basis. Other non-controlling
interests are initially measured at fair value. Subsequent to
acquisition, the carrying amount of non-controlling interests
is the amount of those interests at initial recognition
plus the non-controlling interests’ share of subsequent
changes in equity. Total comprehensive income is
attributed to non-controlling interests even if this results in
non-controlling interests having a deficit balance.
Electro Optic Systems Holdings Limited | Annual Report 2024
67
Financial Statements and Notes
e. Adoption of New and Revised Standards
New and amended standards that are effective for the current year
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting
Standards Board (AASB) that are relevant to its operations and effective for the current year. These standards did not
materially affect the Group’s accounting policies or any of the amounts recognised in the financial statements.
New and revised AASB Standards in issue but not yet effective
At the date of authorisation of the financial statements, the Group has not applied the following new and revised Australian
accounting standards, interpretations and amendments that have been issued but are not yet effective.
Standard/amendment
Effective for annual
reporting periods
beginning on or after
Expected to be initially
applied in the financial
year ending
•
AASB 2023-5 Amendments to Australian accounting standards – lack of exchangeability
1 January 2025
31 December 2025
•
AASB 2024-2 Amendments to Australian accounting standards – classification and
measurement of financial instruments
1 January 2026
31 December 2026
•
AASB 2024-3 Amendments to Australian accounting standards – annual improvements
Volume II
1 January 2026
31 December 2026
•
AASB 18 Presentation and Disclosure in Financial Statement
1 January 2027
31 December 2027
•
AASB 2014-10 Amendments to Australian Accounting Standards – Sale or contribution of
assets between an investor and its associate or joint venture
1 January 2028
31 December 2028
Management is assessing the impact of AASB 18 on presentation and disclosures in the Group’s financial statements.
The other new accounting amendments are not expected to have a material impact on the Group’s accounting policies or
any of the amounts recognised in the financial statements.
f. Foreign Currency
(i) Foreign currency transactions
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of
exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange
rates at the date of the transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when
the fair value was measured. The gain or loss arising on translation of non-monetary items measured at fair value is treated
in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items
whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in other
comprehensive income or profit or loss, respectively).
(ii)Foreign operations
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations
(having non-AUD functional currency) are translated into Australian dollars at the exchange rate prevailing at the reporting
date, income and expense items are translated at the average rate of exchange for the respective months. Exchange
differences arising on such translation are recognised as currency translation reserve under equity.
Exchange differences arising from the translation of a foreign operation previously recognised in currency translation
reserve in equity are not reclassified from equity to the consolidated profit or loss until the disposal of the operation.
Electro Optic Systems Holdings Limited | Annual Report 2024
68
Financial Statements and Notes
1. Basis of Preparation (continued)
g. Accounting Judgements and Estimates
The key assumptions concerning the future and other
key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described in the
applicable notes to financial statements.
The Group based its assumptions and estimates on
parameters available when the consolidated financial
statements were prepared. Existing circumstances and
assumptions about future developments, however, may
change due to market changes or circumstances arising
that are beyond the control of the Group. Estimates and
underlying assumptions are reviewed on an ongoing
basis and changes are reflected in the assumptions when
they occur.
Refer to the relevant note to financial statements for the
estimates and judgements applied.
h. Goods and Services Tax
Revenues, expenses and assets are recognised net of the
amount of goods and services tax (GST), except:
• where the amount of GST incurred is not recoverable
from the taxation authority, it is recognised as part of
the cost of acquisition of an asset or as part of an item
of expense; or
• for receivables and payables which are recognised
inclusive of GST.
The net amount of GST recoverable from, or payable to,
the taxation authority is included as part of receivables
or payables. Cash flows are included in the statement of
cash flows on a gross basis. The GST component of cash
flows arising from investing and financing activities which
is recoverable from, or payable to, the taxation authority is
classified as operating cash flows.
i. Climate-Related Matters
The Group considers climate-related matters in estimates
and assumptions, where appropriate. This assessment
includes a wide range of possible impacts on the Group due
to both physical and transition risks. Even though the Group
believes its business model and products will still be viable
after the transition to a low-carbon economy, climate-related
matters increase the uncertainty in estimates and
assumptions underpinning several items in the financial
statements. Even though climate-related risks might not
currently have a significant impact on measurement,
the Group is closely monitoring relevant changes and
developments. The items and considerations that are most
directly impacted by climate-related matters are:
• Useful life of property, plant and equipment.
i. When reviewing the residual values and expected
useful lives of assets, the Group considers
climate-related matters, such as climate-related
legislation and regulations that may restrict the use
of assets or require significant capital expenditures.
• Impairment of non-financial assets.
i. The value-in-use may be impacted in several
different ways by transition risk in particular, such
as climate-related legislation and regulations and
changes in demand for the Group’s products. Even
though the Group has concluded that no single
climate-related assumption is a key assumption for
the 2024 impairment test, the Group considered
expectations for increased costs of emissions,
increased demand for goods sold by the Group and
cost increases due to stricter recycling requirements
in the cash-flow forecasts in assessing value-in-use
amounts. See Note 12 for further information.
• Decommissioning liability.
i. The impact of climate-related legislation and
regulations is considered in estimating the timing
and future costs of decommissioning the Group’s
manufacturing facilities.
In 2024, the Australian government passed the
Climate-related Financial Disclosures Act - Treasury Laws
Amendment (Financial Market Infrastructure and Other
Measures) Act 2024. The new Act mandates listed entities
to disclose their climate -related plans, financial risks and
opportunities, in accordance with Australian Sustainability
Reporting Standards (ASRS).
The Group has assessed its compliance with the ASRS
requirements. Based on the Group’s assets and revenue
thresholds as at 31 December 2024, the Group falls under
“Group 2 entities”, with mandatory reporting commencing
on 1 January 2027.
During the year, the Group engaged an external
sustainability and climate expert to support the Group
as part of its proactive approach to prepare for ASRS
compliance. In this initial phase, the Group conducted
introductory workshops with key management across
the group, performed an ASRS gap assessment,
and developed an initial roadmap to address key
gaps identified.
The Group plans to conduct a climate risk and
opportunities assessment during 2025 and 2026 as part
of the phased approach. Involving key management and
operational employees, this assessment will help evaluate
the Group’s climate risk profile, including climate change,
and identify areas for development to meet emerging
climate-related disclosure requirements.
Electro Optic Systems Holdings Limited | Annual Report 2024
69
Financial Statements and Notes
2. (Loss)/Profit Before Tax– Continuing Operations
a. Revenue
Revenue from continuing operations
2024
$ ‘000
2023
$ ‘000
Revenue from operations consisted of the following items:
Revenue from the sale of goods
157,745
147,303
Revenue from the rendering of services
18,820
14,718
Total revenue
176,565
162,021
(i) Disaggregation of revenue – continuing operations
The Group derives its revenue from the transfer of goods and services both over time and at a point in time, as shown below.
Revenue recognition over time
2024
$ ‘000
2023
$ ‘000
Defence segment
Sale of goods
105,487
81,765
Providing services
4,353
6,620
Space segment
Sale of goods
-
-
Providing services
5,306
2,797
Total revenue recognised over time
115,146
91,182
All other revenue is recognised at a point in time:
Revenue recognition at a point in time
2024
$ ‘000
2023
$ ‘000
Defence segment
Sale of goods
52,258
65,092
Providing services
3,638
1,885
Space segment
Sale of goods
-
446
Providing services
5,523
3,416
Total revenue recognised at a point in time
61,419
70,839
Total revenue recognised
176,565
162,021
Recognition and measurement
The Group recognises revenue from the following major sources:
• engineering design, manufacture and supply of remote weapon systems and related installation, integration and support
services; and
• design, manufacture, delivery and operation of sensors and data for space domain awareness and space control.
Customer contracts across all segments, including both products and services, are highly customised and are configured
specifically for each client’s operational and commercial requirements.
Electro Optic Systems Holdings Limited | Annual Report 2024
70
Financial Statements and Notes
2. (Loss)/Profit Before Tax– Continuing Operations (continued)
(i) Transaction price
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer.
This transaction price is updated for changes in scope or price (or both) that are approved by all parties to the contract,
either in writing or by oral agreement.
Revenue recognition is constrained for negative variable consideration in relation to delays in formal customer acceptance
or potential late delivery penalties/liquidated damages. Once the constraint is removed, a cumulative catch-up adjustment
is made to recognise the related revenue.
There is no significant financing component in the Group’s contracts with customers as the period between provision of
goods and services and the receipt of cash from customers is less than a year. Payment terms which extend beyond a year
are for reasons other than the provision of a significant financing component.
(ii) Timing of revenue recognition
The timing of revenue recognition (i.e., over time or at a point in time) is determined by the nature and specifications of the
contracts that the Group enters into with its customers.
A. Revenue recognition over time
Goods manufactured and services delivered under the Group’s major contracts do not have an alternative use for the Group
and the Group has an enforceable right to payment for performance completed to date, therefore, the Group recognises
revenue for its major contracts over time.
• The transaction price is allocated to performance obligations based on standalone selling prices. The output method,
based on the delivery of goods or services to customers or the achievement of contract milestones, best depicts
progress under these contracts as it represents the best measurement of value to the customer of goods or services to
date relative to the remaining goods or services promised under the contract.
• For other contracts the input method offers the best depiction of progress under the contract. For such contracts, the
Group recognises revenue by reference to costs or labour hours incurred to date relative to total expected contract costs.
B. Revenue recognition at a point time
For contracts where revenue at a point in time offers the best depiction of the Group’s satisfaction of its performance
obligations, the Group recognises revenue when control transfers to the customer. Control is assessed as transferred
to the customer when the Group has a present right to payment for the asset, typically upon delivery of goods and
services to customers.
Under bill and hold arrangements, revenue is recognised once formal acceptance is received from customers.
Interest revenue is recognised using the effective interest rate method.
Significant accounting judgements and estimates
The Group estimates variable considerations to be included in the transaction price and also makes judgements in terms of
the nature and timing of revenue recognised under contracts.
Under a major production contract with a foreign customer, late deliveries against the contracted schedule, due in part to
customer requested changes and other factors, resulted in the application of late delivery penalties in 2023 and 2024. These
penalties, and potential penalties where revenue has been recognised but the cash not yet received, have been recognised
as constrained revenue of $6.9m during the year (2023: $7.0m). The Board is confident that the recovery of penalties will be
achieved given the status of these contract amendments, the Group’s positive operating performance under the contract,
good relationships with the client and track record of payments received to date.
Electro Optic Systems Holdings Limited | Annual Report 2024
71
Financial Statements and Notes
(ii) Other income – continuing operations
2024
$ ‘000
2023
$ ‘000
Interest:
Bank deposits
1,553
667
Other
-
160
Grant income
13
64
Gain on lease modification
-
1,129
Other
489
282
Total other income
2,055
2,302
b. Expenses
The loss for the year from continuing operations includes the following expenses:
2024
$ ‘000
2023
$ ‘000
Employee benefits expense:
Share based payments (equity settled) expense
3,209
459
Contributions to defined contribution superannuation plans
3,977
3,647
Other employee benefits
55,321
50,007
Total employee benefits expense
62,507
54,113
Finance costs
Interest expense on lease liabilities
1,057
1,058
Interest on secured borrowings
12,355
15,857
Other finance costs
11,138
18,329
Finance costs
24,550
35,244
Amortisation of intangible assets
4,871
-
Depreciation of property, plant and equipment
3,715
5,573
Depreciation on right of use assets
3,956
3,836
Foreign exchange (gain)
(11,570)
(892)
Electro Optic Systems Holdings Limited | Annual Report 2024
72
Financial Statements and Notes
3. Earnings per Share
2024
cents per share
2023
cents per share
Basic
Continuing operations
(19.5)
(27.4)
Discontinued operations
8.8
6.5
Total
(10.7)
(20.9)
Diluted
Continuing operations
(19.5)
(27.4)
Discontinued operations
8.8
6.5
Total
(10.7)
(20.9)
Calculation of basic and diluted total earnings per share
The earnings and weighted average number of ordinary shares used in the calculation of basic and diluted earnings per
share are as follows:
Earnings
Note
2024
$’000
2023
$’000
Earnings – net loss attributable to equity holders of parent
(a)
(18,731)
(33,275)
Adjustments to exclude profit for the year from discontinued operations
5
(15,431)
(10,264)
Earnings from continuing operations for the purpose of basic and diluted earnings per share
(excluding discontinued operations)
(34,162)
(43,539)
Number of shares
Note
2024
No. of shares
2023
No. of shares
Weighted average number of ordinary shares used in the calculation of basic earnings per share
(b), (c)
175,407,278
159,226,631
(a) Loss attributable to the owners of the parent entity used in the calculation of basic earnings per share is the same as
net loss in the statement of profit or loss and other comprehensive income.
(b) Unlisted share options and share rights issued under employee incentive plans are not considered dilutive as all the
conditions of exercise have not been met at the reporting date and the Group made an overall loss during the year
(inclusive of the profits from discontinued operations).
(c) Shares issued under the LFSP are not included in the weighted average number of ordinary shares as they are treated
as in-substance options for accounting purposes. The options are not considered dilutive given the Group made a loss
in the period.
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73
Financial Statements and Notes
4. Income Tax
Income tax
2024
$ ‘000
2023
$ ‘000
Current year tax expense/ (benefit)
4,572
(6,086)
a. The prima facie Income Tax Expense on pre-tax Accounting (Loss)/Profit from Operations reconciles to
the Income Tax Expense in the Financial Statements as follows:
2024
$ ‘000
2023
$ ‘000
(Loss) before income tax from continuing operations
(38,453)
(55,608)
Profit before income tax from discontinuing operations
23,340
15,415
(Loss) before income tax
(15,113)
(40,193)
Income tax (benefit) calculated at 30%
(4,534)
(12,058)
Effect of different tax rates of subsidiaries operating in other jurisdictions
934
1,839
Non-deductible expenditure
4,337
1,088
Other assessable income
2,262
1,051
Foreign income tax offset
(979)
-
Tax losses brought to account
(24,444)
-
Gain on disposal of subsidiary
24,968
-
Other non-deductible/non-assessable items
88
188
2,632
(7,892)
Adjustment in respect of prior years
(2,028)
(1,470)
Unused tax losses and tax offsets not recognised as deferred tax assets
3,968
3,276
Income tax expense/(benefit) attributable to operating (loss)
4,572
(6,086)
‑ Attributable to continuing operations
(3,337)
(11,237)
- Attributable to a discontinued operation
7,909
5,151
The tax rate used in the above reconciliation is the corporate tax rate of 30% payable by Australian corporate entities on
taxable profits under Australian tax law, 30% in Germany, 17% in Singapore, 9% in United Arab Emirates and 28% in New
Zealand. Tax rates in the USA apply at a Federal, State and local level and can vary depending upon location. The tax rates
applicable to the Group’s USA operations haves been assumed to approximate a combined rate of 21%. There has been no
change in the corporate tax rate when compared with the previous reporting year.
As disclosed in Note 5, the Group announced and entered in a binding sales agreement for the divestment of EMS on
21 November 2024 which triggers a capital gain tax (“CGT”) event. The capital loss related to the SpaceLink (“SPL”) entity
that was a discontinued operation in 2022.
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74
Financial Statements and Notes
4. Income Tax (continued)
b. Deferred Tax Balances
The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon during the
current and prior year.
2023
$ ‘000
Charge/
(credit) to profit
and loss
$ ‘000
Recognised
in other
comprehensive
income
$ ‘000
2024
$ ‘000
Deferred tax assets
Accruals
153
107
-
260
Business capital expenditure deductible over five years
390
367
-
757
Provisions
12,434
558
-
12,992
Contract asset
777
(1,315)
-
(538)
Income tax losses
-
-
-
-
Foreign exchange gain arising from tax fair value
adjustment
(1,556)
(3,060)
-
(4,616)
Other
16
199
215
12,214
(3,144)
‑
9,070
Deferred tax liabilities
Prepaid insurance
-
(106)
-
(106)
Right of use assets
1,218
(198)
-
1,020
Property plant and equipment
(1,860)
602
-
(1,258)
Intangible assets
-
(613)
(613)
Acquired intangible assets
(2,622)
383
-
(2,239)
(3,264)
68
‑
(3,196)
Net deferred tax assets/(liabilities)
8,950
(3,076)
‑
5,874
Net deferred tax assets/(liabilities) as:
Continuing operations
7,927
Included in liabilities held for sale
(2,053)
5,874
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75
Financial Statements and Notes
2022
$ ‘000
Charge/
(credit) to profit
and loss
$ ‘000
Recognised
in other
comprehensive
income
$ ‘000
2023
$ ‘000
Deferred tax assets
Accruals
175
(22)
-
153
Business capital expenditure deductible over five years
955
(565)
-
390
Provisions for annual leave
6,228
6,206
-
12,434
Contract asset
825
(48)
-
777
Income tax losses
-
-
-
-
Foreign exchange gain arising from tax fair value
adjustment
(2,760)
1,204
-
(1,556)
Other
-
16
16
5,423
6,791
‑
12,214
Deferred tax liabilities
Prepaid insurance
38
(38)
-
-
Right of use assets
(958)
2,176
-
1,218
Property plant and equipment
1,895
(3,755)
-
(1,860)
Other
(46)
46
-
-
Acquired intangible assets
(3,026)
404
-
(2,622)
(2,097)
(1,167)
‑
(3,264)
Total
3,326
5,624
‑
8,950
At the reporting date the Group has unused tax losses emanating from its non-Australian entities. No deferred tax asset
has been recognised in respect of these balances as it is not considered probable that there will be future taxable profits
available in these jurisdictions.
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76
Financial Statements and Notes
4. Income Tax (continued)
c. Unrecognised Deferred Tax Balances
2024
$ ‘000
2023
$ ‘000
The following cumulative deferred tax assets have not been brought to account as assets:
Tax losses – revenue
55,208
63,361
Temporary differences
-
-
Total
55,208
63,361
d. Franking Account Balance
2024
$ ‘000
2023
$ ‘000
Adjusted franking account balance
4,616
4,042
Recognition and measurement
(i) Current tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit
or tax loss for the year, using tax rates and tax laws that have been enacted or substantively enacted by the reporting date.
Current tax for current and prior years is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
(ii) Deferred tax
Deferred tax is recognised on temporary differences arising from differences between the carrying amount of assets and
liabilities in the financial statements and their corresponding tax base.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised
to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary
differences or unused tax losses and tax offsets can be utilised.
However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise
from the initial recognition of assets and liabilities (other than as a result of business combination) which affects neither
taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary
differences arising from goodwill.
Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only
recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of
the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the
assets and liabilities giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in
which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
currents tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to
settle current tax assets and liabilities on a net basis.
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77
Financial Statements and Notes
(iii) Current and deferred tax for the year
Current and deferred tax is recognised as an expense or income in the statement of profit or loss and other comprehensive
income, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also
recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is
taken into account in the determination of goodwill or bargain purchase gain.
(iv) Tax consolidation
The Company and all its wholly-owned Australian entities are part of a tax-consolidated Group under Australian taxation law
with effect from 1 January 2003. Electro Optic Systems Holdings Limited is the head entity in the tax-consolidated Group.
Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members
of the tax-consolidated Group are recognised in the separate financial statements of the members of the tax-consolidated
Group using the ‘separate taxpayer within the Group’ approach.
Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of
the tax-consolidated Group are recognised by the company (as the head entity in the tax-consolidated Group).
There are formal tax funding and tax sharing arrangements between the companies comprising the Australian
tax-consolidated Group as at 31 December 2024. Subsequent to year end, the Group completed the sale of EMS on
31 January 2025. As a result of this transaction, EMS is no longer part of the Group’s tax consolidated group from the
effective date of disposal.
Significant accounting judgements and estimates
Deferred tax assets are recognised for unused tax losses to the extent it is probable that the taxable profit will be available
against which the losses can be utilised. Significant judgement is required to determine the amount of the deferred tax
assets that can be recognised, based on the likely timing and the level of future taxable profits, together with future tax
planning strategies.
The Directors made a critical judgement in relation to recognising some of the deferred tax balances described in Note
4(b). The Directors currently consider it probable that sufficient taxable amounts will be available against which deductible
temporary differences can be utilised in the Australian tax Group.
The Directors also made a critical judgement in relation to not recognising deferred tax balances on tax losses. In addition,
no deferred tax assets have been recognised in the foreign subsidiaries.
Electro Optic Systems Holdings Limited | Annual Report 2024
78
Financial Statements and Notes
5. Discontinued Operations
On 21 November 2024, EOS entered into a binding share sale agreement to sell EM Solution Pty Limited and its subsidiary
(“EMS”) to Cohort plc (“Cohort”) for an enterprise value of $144.0m. The transaction was subject to the satisfaction of
conditions including counterparties under certain material contracts providing consents, waivers or amendments, and the
non-occurrence of any material advance changes. The disposal is consistent with the Group’s transformation strategy to
focus on commercialising its substantial intellectual property and growing its core product offerings in the areas of RWS,
high energy laser weapons and space control.
EMS was expected to be sold within 12 months from 31 December 2024, and has been classified as a disposal group held
for sale and presented separately in the statement of financial position. Subsequent to the end of the financial year, the
transaction was settled on 31 January 2025 as described in Note 32.
Significant accounting judgement and estimates
The Directors considered EMS met the criteria to be classified as held for sale and as a discontinued operation on
21 November 2024 for the following reasons:
• EMS is available for immediate sale and can be sold to the buyer in its current condition;
• EMS is a separate line of business in the Space Systems segment, and is a cash-generating unit of the Group;
• EMS has distinct and separate products from the Group. EMS manufactures and sells satellite and
frequency terminals; and
• the Group has a confirmed contract with a buyer for an agreed price that remains only subject to the satisfaction
of several conditions to enable settlement of this contract.
The activities relating to EMS have been classified as a discontinued operation in accordance with accounting standards.
The comparative consolidated statement of profit and loss and other comprehensive income has been re-presented
to show the discontinued operations separately from continuing operations. The intra-group transactions between
discontinued operations and continuing operations have been fully eliminated in the consolidated financial result.
The proceeds of disposal are expected to substantially exceed the carrying amount of the related net assets and
accordingly no impairment losses have been recognised on the classification of these operations as held for sale.
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79
Financial Statements and Notes
The results of EMS for the year are presented below:
2024
$ ‘000
2023
$ ‘000
Revenue
82,131
57,232
Other income
690
214
Foreign exchange gain / (loss)
468
-
Raw materials and consumables used
(38,386)
(26,464)
Employee benefit expenses
(13,801)
(10,687)
Occupancy costs
(302)
(218)
Administration expenses
(3,563)
(755)
Other expenses
(860)
(595)
Amortisation of intangible assets
(1,463)
(1,597)
Depreciation of property plant and equipment
(799)
(783)
Depreciation of right of use assets
(519)
(594)
Finance cost
(256)
(338)
Profit before tax from discontinued operations
23,340
15,415
Income tax (expense)
(7,909)
(5,151)
Profit for the year from discontinued operations
15,431
10,264
The net cash flows incurred by EMS were:
Cash flow – discontinued operations
Operating
1,634
13,225
Investing
(895)
(863)
Financing
(515)
(112)
Net cash inflow
224
12,250
The major classes of assets and liabilities comprising the operations classified as held for sale are as follows:
2024
$ ‘000
Cash and short-term deposits
11,226
Trade and other receivables
7,485
Contract assets
21,682
Inventories
19,674
Prepayments
1,587
Security deposits
6,619
Right of use asset
3,502
Goodwill
9,868
Property, plant and equipment
4,131
Intangible assets
9,386
Total assets classified as held for sale
95,160
Trade and other payables
(5,799)
Lease liabilities
(4,177)
Contract liabilities
(12,284)
Deferred tax liabilities
(2,053)
Provisions
(1,857)
Total liabilities classified as held for sale
(26,170)
Net assets of disposal group
68,990
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80
Financial Statements and Notes
5. Discontinued Operations (continued)
Recognition and measurement
A disposal group qualifies as a discontinued operation if it is a component of an entity that either has been disposed of, or it
is classified as held for sale and:
a. represents a separate major line of business or geographical area of operations,
b. is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations, or
c. is a subsidiary acquired exclusively with a view to resale.
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair
value less costs to sell.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale
transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the
asset (or disposal group) is available for immediate sale in its present condition. Actions required to complete the sale should
indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn.
Management must be committed to the sale which should be expected to qualify for recognition as a completed sale within
one year from the date of classification.
When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that
subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will
retain a non-controlling interest in its former subsidiary after the sale.
Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale.
Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial
position, and no longer presented in the segment note.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount
as profit or loss after tax from discontinued operations in the consolidated statement of profit or loss and other
comprehensive income.
Cash flows from discontinued operations are included in the consolidated statement of cash flows and are disclosed
separately in this note. The Group includes proceeds from disposal in cash flows from discontinued operations.
All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise.
6. Trade and Other Receivables
2024
$ ‘000
2023
$ ‘000
Trade receivables from third-party customers
16,556
7,431
GST receivable
784
605
Employee receivables
390
219
Other debtors
-
211
Total
17,730
8,466
Trade receivables are non-interest bearing and are generally on terms of 30 days.
The Group measures the loss allowance for trade receivables at an amount equal to the lifetime expected credit loss (ECL).
The ECL on trade receivables are estimated by reference to past known default experience of the debtors and an analysis of
the debtors’ current financial position, adjusted for factors that are specific to the debtors. Based on this analysis, any ECL
on trade receivable balances at the end of the year are immaterial.
There has been no change in the estimation techniques or significant assumptions made during the current reporting year.
There were no receivables written off during the year and no receivables balances, as at the end of the year, are subject to
enforcement activities.
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81
Financial Statements and Notes
7. Contract Asset
2024
$ ‘000
2023
$ ‘000
Unbilled revenue – current
57,381
29,090
Unbilled revenue - non-current
-
38,946
Total
57,381
68,036
The contract asset reflects amounts recognised in revenue on a milestone or a delivery basis in the Defence Systems and
Space Systems segments, but not yet billed to the customer. This occurs where contracts typically invoice on a milestone
basis that may not necessarily reflect progress under the contract.
The movement in the contract asset during the financial year is set out below.
2024
$ ‘000
2023
$ ‘000
Opening balance
68,036
164,419
Invoiced during the year
(119,919)
(185,687)
Net revenue recognised during the year
126,650
88,089
Impact of foreign exchange and other movements
4,296
1,215
Reclassified as held for sale
(21,682)
-
Closing balance
57,381
68,036
Significant accounting judgements and estimates
Timing differences between revenue recognition and invoicing are expected to arise due to differences between
the Group’s revenue recognition policies (see Note 2) and the terms of the underlying contracts. The Directors have
concluded that any estimated credit losses against the contract asset are immaterial. This judgement is based on the
nature of the counterparties involved (primarily sovereign entities), the payments received during the year, and continuing
communications with clients regarding administration of the underlying contracts.
The Group assesses for any constrained revenue and the recoverability of the contract asset. The contract asset balance
has been reduced by the $6.9m estimated constrained revenue during the year (2023: $7.0m). The Group believes the
contract asset balance remains recoverable. This judgement is based on the nature of the counterparties involved,
contract amendment discussions that are underway with customers, payments received during the year and continuing
communications with the clients regarding administration of the underlying contracts.
A critical judgement exists in relation to the recoverability of the contract assets. Of the total contract asset of $57.4m, an
amount of $53.5m relates to a contract with a customer in a foreign jurisdiction. Significant collection of the contract asset
was realised during the year with a net reduction in the balance of $10.7m since December 2023.
The Directors have reviewed the collectability of the $57.4m contract asset as at 31 December 2024 and concluded that
no provision should be recognised on the basis of cash received to date and the creditworthiness of the counterparty,
amongst other factors. Furthermore, the Directors are of the view that the estimates used in preparing this financial report
are reasonable.
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82
Financial Statements and Notes
8. Inventories
2024
$ ‘000
2023
$ ‘000
Raw materials – at lower of cost and net realisable value
48,650
29,351
Work in progress – at cost
14,035
44,046
Total
62,685
73,397
Recognition and measurement
Inventories are measured at the lower of cost and net realisable value.
Costs are assigned on the following basis:
Raw materials:
weighted average cost basis for raw material inventory
Work-in-progress: standard cost
Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of
completion, estimated costs necessary to make the sale, and provision for obsolescence.
Significant accounting judgements and estimates
The Group assesses the risks of inventory obsolescence, particularly for certain stock items experiencing slow market
demand and potential technological obsolescence. Given the evolving market conditions and rapid technological
advancements, an additional provision has been recognised this year to reflect the expected net realisable value of affected
inventory. The provision estimate is based on forecasted demand, expected lifecycle changes and ageing of inventory.
The Group will continue to monitor these factors and adjust the provision as necessary.
9. Prepayments
2024
$ ‘000
2023
$ ‘000
Prepayments – current
18,127
16,384
Prepayments – non-current
2,175
-
Total
20,302
16,384
Prepayments include prepayments made to suppliers for the delivery of component parts in relation to current orders.
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83
Financial Statements and Notes
10. Right of Use Assets
Office
Premises
$’000
Office
Equipment
$ ‘000
Total
$ ‘000
Cost
At 1 January 2023
29,117
1,402
30,519
Additions
319
-
319
Adjustment due to lease modification
4,857
-
4,857
Disposals
-
(136)
(136)
Net exchange differences
686
-
686
At 31 December 2023
34,979
1,266
36,245
Additions
-
-
-
Adjustment due to lease modification
2,788
-
2,788
Disposals
-
(137)
(137)
Reclassified as held for sale
(6,476)
-
(6,476)
Net exchange differences
1,329
-
1,329
At 31 December 2024
32,620
1,129
33,749
Accumulated depreciation and Impairment
At 1 January 2023
11,414
853
12,267
Depreciation charge
4,169
261
4,430
Disposals
-
(136)
(136)
Net exchange differences
(99)
-
(99)
At 31 December 2023
15,484
978
16,462
Depreciation charge
4,226
249
4,475
Disposals
-
(137)
(137)
Reclassified as held for sale
(2,974)
-
(2,974)
Net exchange differences
900
-
900
At 31 December 2024
17,636
1,090
18,726
Carrying amount
At 31 December 2024
14,984
39
15,023
At 31 December 2023
19,495
288
19,783
Recognition and measurement
The Group assesses at contract inception whether a contract is or contains a lease. That is, if the contract conveys the right
to control the use of an identified asset for the period of time in exchange for consideration.
The Group recognises a right of use asset and a corresponding lease liability (Note 18) with respect to all lease agreements
in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases
of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line
basis over the term of the lease unless another systematic basis is more representative of the time pattern in which
economic benefits from the leased asset are consumed.
The Group recognises right of use assets at the commencement date of the lease (i.e. the date the underlying asset is
available for use). Right of use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities. The cost of right of use assets includes the amount of the lease liability
recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease
incentives received.
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84
Financial Statements and Notes
10. Right of Use Assets (continued)
Right of use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives
of the assets. Right of use assets are also subject to impairment in line with AASB 136 Impairment of Assets.
Where the Group has an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located
or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised
and measured under AASB 137. The costs are included in the related right of use asset, unless those costs are incurred to
produce inventories.
If a lease transfers ownership of the underlying asset or the cost of the right of use asset reflects that the Group expects to
exercise a purchase option, the related right of use asset is depreciated over the useful life of the underlying asset.
11. Goodwill
2024
$ ‘000
2023
$ ‘000
Opening balance
12,373
12,373
Classified as held for sale
(9,868)
-
Closing balance
2,505
12,373
Management has identified the following as the Group’s cash generating units (“CGUs”):
CGU
Operations
EMS
EMS specialises in innovative optical, microwave and on-the-move radio and satellite products that help deliver
high speed, resilient and assured telecommunications anywhere in the world.
Space Technologies
The Group’s laser-based surveillance systems with space tracking capability; manufactures and sells telescopes
and dome enclosures for space projects.
Defence Systems
Develops, manufactures and markets advanced fire control, surveillance, and weapon systems to approved
military customers
The carrying amount of goodwill was allocated to CGUs as follows:
2024
$ ‘000
2023
$ ‘000
Defence
-
-
Space
2,505
2,505
EMS
9,868
9,868
12,373
12,373
Recognition and measurement
Goodwill is initially recognised and measured as the excess of the sum of the consideration transferred, the amount of any
non-controlling interests in the acquirer, and the fair value of the acquirer’s previously held equity interest (if any) over the net
of the acquisition-date amount of the identifiable assets acquired and liabilities assumed.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill
is allocated to each of the Group CGU’s expected to benefit from the synergies of the combination. CGUs to which goodwill
has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be
impaired. Goodwill is classified as held for sale if it is directly associated with the assets and liabilities of a disposal group.
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85
Financial Statements and Notes
Significant accounting judgements and estimates
The Directors made a critical judgement in relation to the recoverable amount of goodwill and the allocation of goodwill to
the three CGUs.
The Group assesses each CGU, where possible, at year end, to determine whether there are any indications of impairment
or reversal of impairment. Where an indicator of impairment or reversal exists, a formal estimate of the recoverable amount
is made. Goodwill and indefinite life intangible assets are assessed at least on an annual basis.
Recoverable amount is the higher of the fair value less cost of disposal and value in use calculated in accordance with
the Group accounting policy. These assessments require the use of estimates and assumptions such as the pipeline of
sales opportunities, discount rates applied to estimated free cash flows, and long-term growth rates applied in estimating
the future value of our CGUs. The recoverable amount is sensitive to these assumptions used for the discounted
cashflow model.
The key assumptions used to determine the recoverable amount for the different CGU’s are disclosed and further explained
in Note 12.
12. Impairment of Assets
Impairment Indicators and Testing
At each year end, the Group assesses whether indicators of impairment or impairment reversal exist at an individual asset
level, where possible, and a CGU level.
(i) Market capitalisation deficiency
At 31 December 2024, the market capitalisation exceeded the carrying amount of the Group’s net assets. Despite this,
there were periods during the year when the carrying amount of the Group’s net assets exceeded its market capitalisation.
A market capitalisation deficiency is an indicator of potential impairment of goodwill and assets under AASB 136
Impairment of Assets. Given that the Group’s market capitalisation did not consistently exceed its net assets throughout
the year and considering the ongoing economic uncertainty, an assessment of the recoverable amount of each of the three
CGUs, Defence, EMS and Space was performed at 31 December 2024. This assessment showed the recoverable amount
for all CGUs being higher than their carrying values and as such the Group did not identify any impairments required at
31 December 2024.
(ii) Right of use assets
In prior periods, an impairment expense of $1.3m and $2.4m was recognised in relation to the right of use asset for Defence
and Corporate respectively. The Group has re-assessed and determined that no indicators of impairment reversal existed at
31 December 2024.
Recognition and measurement
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does
not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
Goodwill and intangible assets with indefinite useful lives are tested for impairment annually and whenever there is an
indication that the asset may be impaired. An impairment of goodwill is not subsequently reversed. The recoverable amount
is the higher of fair value less cost of disposal and value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value using a discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount of the
asset or CGU is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately.
Electro Optic Systems Holdings Limited | Annual Report 2024
86
Financial Statements and Notes
12. Impairment of Assets (continued)
Other than goodwill, where an impairment loss subsequently reverses the carrying amount of the asset or CGU is increased
to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss been recognised for the asset or CGU in
prior years. A reversal of an impairment loss is recognised in profit or loss immediately.
Significant accounting judgements and estimates
At 31 December 2024, an indicator of impairment exist as described in Note 12(i). As a result, an assessment of the
recoverable amount of each of the three CGUs, was undertaken. No impairments, or reversals of impairments, were
recognised as a result of the Group’s 31 December 2024 assessment.
Key assumptions and sensitivities used for impairment assessment performed during the year ended
31 December 2024
The recoverable amount of the CGUs of the Group have been assessed by reference to the higher of value in use and
fair value less cost of disposal arrived by discounting a cash flow forecast with the weighted average cost of capital of
each CGU.
For EMS CGU, it was concluded that fair value less costs of disposal exceed the value in use based on the binding sales
agreement, as described in Note 5.
Assumption
Basis of Assumption
Future sales levels
Derived from the Company’s multi-year revenue outlook.
Discount rate
Takes into account the risk-free rate, equity market risk and the specific risk premium for each CGU.
Long-term growth rate
Represents the rate relevant to market conditions and business plans. The long-term growth rate included in the
terminal value in calculating the value in use for each CGU was 2.5% (2023: 2.5%).
The Board monitors climate-related risks when measuring the recoverable amount. While the Group believes its operations
are not significantly exposed to physical risk, the value-in-use may be impacted by climate related legislation and
regulations and their impact on demand for the Group’s products. The Group has concluded that no single climate-related
assumption is a key assumption for the 2024 impairment test.
Management reviewed the discount rates used based on the prevailing market conditions as of 31 December 2024, the risk
profile related to assumed future cash flows and other relevant considerations. The discount rates used in calculating the
value in use for each CGU are given below:
2024
2023
Defence
14.17%
14.02%
Space
20.02%
20.09%
The Group conducted a sensitivity analysis to test changes in the key assumptions used to determine the recoverable
amount for each of the CGUs. Sensitivity testing for CGUs included reducing future sales levels by 10%, reducing the
long-term growth rate to 0.5% and increasing the discount rate by an additional 3%. It was observed that a reasonable
change in future sales levels and discount rates could cause impairment in the Space and Defence CGUs.
Electro Optic Systems Holdings Limited | Annual Report 2024
87
Financial Statements and Notes
13. Intangible Assets
Product
development
$’000
Core
technology (not
patented)
$ ‘000
Patented
technology
$ ‘000
Software
$ ‘000
Customer
contracts and
relation‑ships
$ ‘000
Total
$ ‘000
Cost
At 1 January 2023
-
10,772
3,556
486
2,776
17,590
Transfer from PP&E
7,434
-
-
-
-
7,434
At 31 December 2023
7,434
10,772
3,556
486
2,776
25,024
Additions
3,207
-
-
-
-
3,207
Transfer from PP&E
12,932
-
-
-
-
12,932
Assets held for sale
-
(10,772)
(3,556)
(486)
(2,776)
(17,590)
At 31 December 2024
23,573
‑
‑
‑
‑
23,573
Amortisation
At 1 January 2023
-
3,471
764
313
596
5,144
Charge for the year
-
1,078
237
97
185
1,597
At 31 December 2023
‑
4,549
1,001
410
781
6,741
Charge for the year
4,871
987
217
89
170
6,334
Reclassified as held for sale
-
(5,536)
(1,218)
(499)
(951)
(8,204)
At 31 December 2024
4,871
‑
‑
‑
‑
4,871
Carrying amount
At 31 December 2024
18,702
‑
‑
‑
‑
18,702
At 31 December 2023
7,434
6,223
2,555
76
1,995
18,283
Electro Optic Systems Holdings Limited | Annual Report 2024
88
Financial Statements and Notes
13. Intangible Assets (continued)
Recognition and measurement
(i) Research and development costs
Expenditure on research activities is recognised as an expense in the year in which it is incurred. Where no internally
generated intangible assets can be recognised, development expenditure is recognised as an expense in the
year as incurred.
(ii) Intangible assets acquired in a business combination
Intangible assets acquired in a business combination are identified and recognised separately from goodwill where they
satisfy the definition of an intangible asset, and their fair value can be measured reliably.
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost
less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets
acquired separately.
The following estimated useful lives are used in the calculation of amortisation on a straight-line basis:
Product development costs
3-5 years
Core technology (not patented)
10 years
Patented technology
15 years
Software
5 years
Customer contracts and relationships
15 years
Significant accounting judgements and estimates
A critical judgement exists in the decision to capitalise development work in progress. The Group capitalises costs for
product development projects. Initial capitalisation of costs is based on judgement that technological and economic
feasibility is confirmed, usually when a product development project has reached a defined milestone. In determining the
amounts to be capitalised, the Directors make assumptions regarding the expected future cash generation of the project.
At 31 December 2024, the carrying amount of capitalised product development costs was $18.7m. The asset is driven
by capital works undertaken by Defence Systems and Space Systems. During 2024, an assessment was undertaken and
$12.9m was reclassified from property, plant and equipment to intangible assets as the Group confirmed its intention to
utilise these assets as a prototype to facilitate future sales opportunities.
A critical judgement also exists in relation to the recoverability of development work in progress. The Group continues to
invest in the ongoing engineering development of counter drone defence, predominantly in the areas of directed energy
(DE) and counter uninhabited aerial strike (CUAS) technologies. The Directors have assessed the recoverable amount of
these development works in progress asset on 31 December 2024 and concluded that no impairment is required to be
recognised. This judgement is based on the engagements, negotiations and demonstrations completed during the year and
the feedback received from industry partners and potential customers. Contract negotiations for its DE launch product are
underway with at least one potential customer.
Electro Optic Systems Holdings Limited | Annual Report 2024
89
Financial Statements and Notes
14. Property, Plant and Equipment
Plant &
equip‑
ment
$’000
Office
equip‑
ment
$‘000
Furniture,
fixtures &
fittings
$‘000
Leasehold
improve‑
ments
$‘000
Motor
vehicle
$‘000
Computer
software
$‘000
Test
equip‑
ment
$‘000
Satellite
$‘000
Capital
WIP*
$‘000
Total
$‘000
Cost
At 1 January 2023
19,003
5,326
1,391
2,459
678
1,628
4,815
7,000
20,608
62,908
Additions
2,355
473
84
408
-
88
1,278
-
1,343
6,029
Transfers
62
-
-
-
-
-
-
-
(7,496)
(7,434)
Disposals and
write offs
(156)
(124)
(18)
-
-
(7)
(403)
-
-
(708)
Other movements
(514)
-
-
-
33
(49)
-
-
-
(530)
Net exchange
differences
(24)
17
(1)
(8)
(9)
(1)
-
-
-
(26)
At 31 December 2023
20,726
5,692
1,456
2,859
702
1,659
5,690
7,000
14,455
60,239
Additions
1,276
901
85
155
-
-
495
-
2,180
5,092
Transfers
-
-
-
-
-
-
-
-
(12,932)
(12,932)
Disposals and
write offs
(224)
(112)
(7)
-
-
(18)
(114)
-
-
(475)
Reclassify as held
for sale
(1,289)
(466)
(328)
-
-
(45)
(6,071)
-
-
(8,199)
Other movements
-
-
-
-
-
-
-
-
-
-
Net exchange
differences
128
99
13
92
34
2
-
-
-
368
At 31 December 2024
20,617
6,114
1,219
3,106
736
1,598
‑
7,000
3,703
44,093
Accumulated
depreciation and
Impairment
At 1 January 2023
(8,141)
(3,721)
(531)
(2,100)
(394)
(1,364)
(2,440)
(7,000)
-
(25,691)
Depreciation charge
(4,305)
(777)
(115)
(259)
(128)
(245)
(527)
-
-
(6,356)
Disposals and
write offs
156
107
17
-
-
7
402
-
-
689
Other movements
527
-
-
-
-
49
-
-
-
576
Net exchange
differences
8
4
1
10
27
1
-
-
-
51
At 31 December 2023
(11,755)
(4,387)
(628)
(2,349)
(495)
(1,552)
(2,565)
(7,000)
‑
(30,731)
Depreciation charge
(2,626)
(688)
(117)
(413)
(65)
(57)
(548)
-
-
(4,514)
Disposals and
write offs
275
108
7
-
-
18
63
-
-
471
Reclassify as held
for sale
613
232
137
-
-
36
3,050
-
-
4,068
Other movements
-
-
-
-
-
-
-
-
-
-
Net exchange
differences
(117)
(94)
(12)
(83)
(34)
(2)
-
-
-
(342)
At 31 December 2024
(13,610)
(4,829)
(613)
(2,845)
(594)
(1,557)
‑
(7,000)
‑
(31,048)
Carrying amount
At 31 December 2024
7,007
1,285
606
261
142
41
‑
‑
3,703
13,045
At 31 December 2023
8,971
1,305
828
510
207
107
3,125
‑
14,455
29,508
*During the year, $12.9m of capitalised works in progress was reclassified from property, plant and equipment to an intangible asset as the
Group confirmed its intention to utilise these assets as a prototype to facilitate future sales opportunities.
Electro Optic Systems Holdings Limited | Annual Report 2024
90
Financial Statements and Notes
14. Property, Plant and Equipment (continued)
Recognition and measurement
Plant and equipment and leasehold improvements are stated at cost less accumulated depreciation and impairment. Cost
includes expenditure that is directly attributable to the acquisition of an item. In the event that settlement of all or part of the
purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present
value as at the date of acquisition.
Depreciation is provided on property, plant and equipment. Depreciation is calculated so as to write-off the net cost or other
revalued amount of each asset over its expected useful life to its estimated residual value. Leasehold improvements are
depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight-line method.
The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual accounting
period. In particular, the Group considers the impact of health, safety and environmental legislation in its assessment of
expected useful lives and estimated residual values. Furthermore, the Group considers climate-related matters, including
physical and transition risks in determining if climate-related legislation and regulations might impact either residual values
or useful lives.
The following estimated useful lives are used in the calculation of depreciation:
Plant and equipment
2 to 25 years
Leasehold improvements
3 to 8 years
Office equipment
2 to 20 years
Furniture, fixture and fittings
5 to 15 years
Motor vehicles
5 to 15 years
Computer equipment
3 to 5years
Test equipment
3 to 4 years
15. Trade and Other Payables
2024
$ ‘000
2023
$ ‘000
Trade payables
18,123
30,093
Accruals
10,087
10,711
Total
28,210
40,804
The average creditor days on purchases of goods is 30 days and no interest is payable on goods purchased within agreed
credit terms. The Group has financial risk management policies in place to ensure that all payables are paid within the
credit timeframe.
16. Contract Liabilities
2024
$ ‘000
2023
$ ‘000
Opening balance
20,587
22,168
Invoiced during the year
59,769
87,810
Net revenue recognised during the year
(44,143)
(89,398)
Impact of foreign exchange and other movements
201
7
Reclassified as held for sale
(12,284)
-
Closing balance
24,130
20,587
Contract liability represents amounts received from customers in advance of the satisfaction of relevant performance
obligations under the applicable contracts. The Group expects to deliver the goods and services in question within the next
12 months, in accordance with the terms of the underlying contracts.
Electro Optic Systems Holdings Limited | Annual Report 2024
91
Financial Statements and Notes
17. Borrowings
2024
$ ‘000
2023
$ ‘000
Secured borrowings
Washington H. Soul Pattinson and Company Ltd (“WHSP”)
47,939
64,822
Total secured borrowings
47,939
64,822
Total borrowings, net
47,939
64,822
Current portion
47,939
19,875
Non - current portion
-
44,947
Total borrowings, net
47,939
64,822
Secured Borrowings - WHSP
(i) In 2022, the Group entered into three secured borrowings with WHSP (“WHSP facilities”):
a. Working Capital Principal Facility of $20.0m.
b. Additional Working Capital Facility of $15.0m
c. Term Loan Principal Facility of $35.0m.
The key terms of each facility were included in the announcement dated 13 October 2022 “EOS enters into New
Financing Facilities & continues development of Strategic Growth Options”.
(ii) On 10 April 2024, EOS announced the $20.5m full repayment of an Additional Working Capital facility. This followed the
repayment of $26.9m in September 2023 of the initial Working Capital facility.
(iii) During the year, a $4.5m fee was paid to WHSP following the resolution of a previous commercial dispute (announced
on 22 December 2023). The agreement was previously conditional on the approval of Export Finance Australia (“EFA”),
and payment of the $4.5m fee. EFA approval was received in February 2024 and the $4.5m payment was made in full
and final settlement of the dispute. This fee was recorded as a finance cost expense in the prior year.
(iv) As at 31 December 2024, the Group had a Term Loan principal facility of $35.0m with a maturity date of
11 October 2025. The facility carried interest of 22% per annum and line fees of 4%. This loan was secured by a general
security deed which ranked pari passu with the EFA facility.
As at 31 December 2024 the Term Loan facility was fully drawn.
Facility
Principal
Term
Maturity
Total Rate
Repayment
Status
Working Capital
$20.0m
12m
6 Sep 23
19%
$26.9m
Repaid Sept 23
Additional Working Capital
$15.0m
18m
11 Apr 24
19%
$20.5m
Repaid April 24
Term Loan
$35.0m
36m
11 Oct 25
26%
$52.1m
Fully drawn Dec 24
Repaid Jan 25
Subsequent to year end, on 31 January 2025, EOS completed the early repayment of this Term Loan. As announced
on 21 November 2024, this early repayment was required as under the borrowing agreements, the completion of the
divestment of EMS required the repayment of EOS’ outstanding debt facility with WHSP in full. The total repayment made
on 31 January 2025 was $61.1m, including the scheduled payment at maturity of $52.1m plus a ‘make whole’ penalty
which applied in the case of early repayment.
This results in all amounts borrowed from WHSP in 2022 having been repaid subsequent to year end.
Electro Optic Systems Holdings Limited | Annual Report 2024
92
Financial Statements and Notes
17. Borrowings (continued)
Under agreements with WHSP and another funding provider (EFA, which provided financial guarantees as described in Note
30), the Group had obligations to comply with covenants at 31 December 2024:
(i) The asset coverage ratio was required to be more than 1.6:1. This covenant applies on and from 31 December 2023 and
is required to be tested quarterly until the facilities are repaid.
(ii) Interest coverage ratio was required to be more than 2:1. This ratio is defined as Group’s net cash flow from operations
(adjusted for interest payments) relative to the interest expense. This covenant applies on and from 31 December 2023
and is required to be tested quarterly until the facilities are repaid.
Both funding providers waived the requirement to test covenant compliance at 31 December 2024.
Following the Term Loan repayment to WHSP outlined above, the Group will still be required to comply with quarterly
covenants under the bond facility agreements with Export Finance Australia.
The total reported borrowings amount at 31 December 2024 shown above include the total outstanding borrowings owing
to lenders, including capitalised fees and interest, less the unamortised transaction costs of establishing borrowings:
2024
$ ‘000
2023
$ ‘000
Total borrowings owing to lenders
52,072
72,576
Unamortised cost of establishing borrowings
(4,133)
(7,754)
Total borrowings, net
47,939
64,822
The weighted average interest rates paid during the year were as follows:
2024
%
2023
%
Weighted average interest rate
22
19
Electro Optic Systems Holdings Limited | Annual Report 2024
93
Financial Statements and Notes
18. Lease Liabilities
2024
$ ‘000
2023
$ ‘000
As at 1 January
23,919
24,446
Lease modification
2,788
4,219
Interest accrued / paid
1,288
1,415
Lease payments
(6,379)
(5,933)
Reclassified as held for sale
(4,177)
-
Net exchange differences
552
(228)
As at 31 December
17,991
23,919
Current
4,683
4,876
Non-current
13,308
19,043
Total
17,991
23,919
Maturity analysis
2024
$ ‘000
2023
$ ‘000
Year 1
5,543
6,018
Year 2
4,830
5,533
Year 3
3,869
4,838
Year 4
2,351
3,910
Year 5
1,794
2,512
Onwards
1,887
4,941
20,274
27,752
Less: interest
(2,283)
(3,833)
Total
17,991
23,919
The Group has several lease contracts that include extension and termination options. These options are negotiated by
management to provide flexibility in managing the lease portfolio and to align with the Group’s business needs. Judgement
is exercised in determining whether the extension and termination options are reasonably certain to be exercised. The
Group does not face a significant liquidity risk with regard to its lease liabilities. All lease obligations in Australia are
denominated in Australian dollars and leases in overseas entities are based in the currency of the country concerned.
The Group had a net cash outflow for leases of $5,230,000 (2023: $4,648,000) during the financial year.
Recognition and measurement
At the commencement date of the lease, the Group recognised lease liabilities measured at the present value of the lease
payments to be made over the lease term. In calculating the present value of the lease payment, The Group uses the
discount rate implicit in the lease, or if this rate cannot be readily determined, the Group’s incremental borrowing rate.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability
(using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the carrying amount of the lease liability if there is a modification, a change in the lease term,
a change in the lease payments (eg, changes to future payments resulting from a change in an index or rate used to
determine lease payments) or a change in the assessment of an option to purchase the underlying asset.
Electro Optic Systems Holdings Limited | Annual Report 2024
94
Financial Statements and Notes
19. Provisions
2024
$ ‘000
2023
$ ‘000
Current
Employee benefits
10,195
11,440
Decommissioning costs
250
250
RWS units and parts
5,460
7,761
Finance costs
-
4,500
Legal costs
1,608
1,462
Warranty
1,523
356
Total
19,036
25,769
Non‑current
Employee benefits
4,456
4,183
Make good
1,823
2,148
Warranty
7,207
8,344
Total
13,486
14,675
The movement in each class of provision (excluding employee benefits) during the financial year are set out below:
Warranty
$’000
RWS units
and parts
$ ‘000
Make good
$ ‘000
Finance costs
$ ‘000
Legal costs
$ ‘000
Decommissi
oning costs
$ ‘000
Total
$ ‘000
Balance at
1 January 2024
8,700
7,761
2,148
4,500
1,462
250
24,820
Additional provisions
recognised
2,799
13,449
22
-
-
-
16,270
Reductions resulting
from expiry
(2,698)
-
-
-
-
-
(2,698)
Utilised during the year
-
(15,750)
-
(4,500)
-
-
(20,249)
Effect of movement in
foreign exchange
-
-
12
-
146
-
158
Reclassified as held
for sale
(71)
-
(359)
-
-
-
(430)
Balance at
31 December 2024
8,730
5,460
1,823
‑
1,608
250
17,871
Recognition and measurement
Provisions are recognised when the Group has a present obligation, the future sacrifice of economic benefits is probable,
and the amount of the provision can be measured reliably.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the
receivable is recognised as an asset if it is probable that recovery will be received, and the amount of the receivable can be
measured reliably.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation,
taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
Electro Optic Systems Holdings Limited | Annual Report 2024
95
Financial Statements and Notes
(i) Employee benefits
The provision for employee benefits relates to the liability for annual leave, long service leave, wages and salaries and
expected short-term incentive obligations to employees.
Provision is made for benefits accruing to employees when it is probable that settlement will be required, and they are
capable of being measured reliably.
Provisions made in respect of short-term employee benefits are measured at their nominal values using the remuneration
rate expected to apply at the time of settlement.
Provisions made in respect of long-term employee benefits are measured as the present value of the estimated future
payments to be made in respect of services provided by employees up to the reporting date.
(ii) Warranty
Provisions for warranty costs are recognised as agreed in individual sales contracts, at the Directors best estimate of the
expenditure required to settle the Group’s liability. Sales-related warranties cannot be purchased separately, and they serve
as an assurance that the products sold comply with agreed-upon specifications.
A critical judgement is made in relation to the valuation of the provision for warranty costs with the valuation determined
based on the best estimate of the expenditure required to settle the Group’s liability under its warranty obligations.
Estimates and outcomes that have been applied in the assessing warranty provisions may change in the future and the
Group will recognise any revisions deemed necessary as a result.
(iii) Make good and decommissioning provisions
The provision for decommissioning costs relates to an obligation to dismantle and refurbish a telescope at a future date,
and the provision for make good relates to obligation to make good on leased assets.
Make good provision, including decommissioning costs, is recognised when there is a present obligation which it is
probable that an outflow of economic benefits will be required to settle and the amount of the provision can be measured
reliably. The estimated future obligations include the costs of dismantling and removing leasehold improvement,
decommissioning plant and equipment, or otherwise restoring facilities and premises as required in accordance with the
underlying agreements.
(iv) RWS units and parts
The provision for RWS units relates to the cost to manufacture and resupply RWS systems and parts for an existing
customer and is recognised when there is a present obligation under an existing contract to settle the Group’s obligation
under the contract and the amount of the provision can be measured reliably. The estimated future obligations include the
costs of the manufacture and resupply as required in accordance with the underlying agreements.
A critical judgement in relation to the provision for the cost to manufacture and resupply RWS units and parts to an existing
customer is based on the best estimate of the cost required to settle the Group’s obligation under this contract. Estimates
and outcomes that have been applied in the assessing this provision may change in the future and the Group will recognise
any revisions deemed necessary as a result.
(i) Legal costs
The provision relates to estimated legal costs to resolve a legal dispute and is recognised when there is a present obligation
which it is probable that an outflow of economic benefits will be required to settle and the amount of the provision can be
measured reliably.
Critical judgement has been applied in relation to the provision for legal costs based on the best estimate of the expenditure
required to settle the Group’s liability to resolve the legal matter. Estimates and outcomes that have been applied in the
assessing this provision may change in the future and the Group will recognise any revisions deemed necessary as a result.
Electro Optic Systems Holdings Limited | Annual Report 2024
96
Financial Statements and Notes
20. Issued Capital
2024
$ ‘000
2023
$ ‘000
Balance at the beginning of the financial year – ordinary shares
432,248
432,248
Issue of 20,588,235 equity shares at $1.70 per share on 2 April 2024 – Share Placement
35,000
-
Issue of 1,127,858 equity shares at $1.70 per share on 22 April 2024 - Share purchase plan
1,917
-
Equity Raising transaction costs
(1,973)
-
Balance at end of the financial year
467,192
432,248
Fully paid ordinary shares
2024
Number
2023
Number
Balance at beginning of financial year
171,236,006
171,236,006
Issue of 20,588,235 equity shares at $1.70 per share on 2 April 2024 – Share Placement
20,588,235
-
Issue of 1,127,858 equity shares at $1.70 per share on 22 April 2024 - Share purchase plan
1,127,858
-
Balance at end of financial year
192,952,099
171,236,006
Fully paid ordinary shares carry one vote per share and carry the right to dividends. The shares issued under the legacy
LFSP are restricted shares subject to vesting and performance criteria under the Plan detailed in Note 22 and are treated as
in-substance options for accounting purposes.
Shares issued under the legacy LFSP are not included in issued capital as they are treated as in-substance options for
accounting purposes.
21. Reserves
2024
$ ‘000
2023
$ ‘000
Foreign currency translation reserve
1,602
(224)
Employee equity settled benefits reserve
16,208
12,857
Total
17,810
12,633
Foreign currency translation reserve
2024
$ ‘000
2023
$ ‘000
Balance at beginning of financial year
(224)
277
Translation of foreign operations
1,826
(501)
Balance at end of financial year
1,602
(224)
Exchange differences relating to the translation from the functional currencies of the Group’s foreign controlled entities
into Australian dollars are brought to account by entries made to the foreign currency translation reserve. This includes
translations from US dollars, Euros, Singaporean dollars, New Zealand dollars and UAE Dirham. Exchange differences
previously accumulated in the foreign currency translation reserve (in respect to translating the net assets of foreign
operations) are reclassified to profit or loss on disposal of the foreign operation.
Employee equity-settled benefits reserve
2024
$ ‘000
2023
$ ‘000
Balance at beginning of financial year
12,857
12,268
Share based payment (reversal)/expense
3,351
589
Balance at end of financial year
16,208
12,857
The employee equity-settled benefits reserve arises on the grant of share options and share rights to directors and
employees under the legacy ESOP, legacy LFSP and Omnibus Employee Incentive Plan. Further information about
share-based payments to employees is in Note 22 to the financial statements.
Electro Optic Systems Holdings Limited | Annual Report 2024
97
Financial Statements and Notes
22. Share-based Payments
Equity-settled share-based payments are measured at fair value at the date of the grant. Fair value is measured by use of
either the Monte Carlo model or the Binomial model. The models have been adjusted, based on best estimates, for the
effects of non-transferability, exercise restrictions and behavioural considerations. The fair value determined at the grant
date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the
Group’s estimate of shares that will eventually vest.
Ordinary shares issued under the legacy LFSP are accounted for as an in-substance option and initially measured using a
Monte Carlo simulation model. Directors reassess the non-market inputs and adjust throughout the life for likely eventuality.
Significant accounting judgements and estimates
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model,
which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate
inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield
and making assumptions about them.
(a) Legacy Employee Share Option Plan (ESOP)
The Group had a previous ownership-based compensation scheme where employees may be granted options to purchase
ordinary shares at an exercise price based on market prices at the time the option issue was made. Each unlisted share
option converts to one ordinary share in Electro Optic Systems Holdings Limited. No amounts are paid or payable by the
recipient on receipt of the options. Options may be exercised at any time from the date of vesting to the date of expiry.
The number of options granted takes into account both Company and individual achievements against both qualitative and
quantitative criteria. Shares are held in an employee share trust until all vesting conditions are satisfied in accordance with
their terms of issue. No options were granted or exercised during the current or the comparative year. It is not anticipated
that any further issues will be made under this plan.
Reconciliation of unlisted options issued under the legacy ESOP:
2024
2023
Number of
share options
Number
Weighted average
exercise price
$
Number of share
options
Number
Weighted average
exercise price
$
Balance at beginning of the financial year
370,000
4.81
720,000
4.26
Lapsed during the year
(290,000)
4.79
(350,000)
3.67
Outstanding at the end of the year
80,000
4.88
370,000
4.81
Exercisable at the end of the year
‑
‑
‑
‑
Summary of legacy ESOP
Grant date
Expiry date
Exercise price
Balance
1 Jan 24
Lapsed/
forfeited
during year
Balance
31 Dec 24
Fair value at
grant date
2024
19/05/2020
18/05/2025
$4.75
325,000
(265,000)
60,000
$38,580
15/03/2021
16/03/2026
$5.27
45,000
(25,000)
20,000
$31,360
Total
370,000
(290,000)
80,000
$69,940
Grant date
Expiry date
Exercise price
Balance
1 Jan 23
Lapsed/
forfeited
during year
Balance
31 Dec 23
Fair value at
grant date
2023
20/06/2018
31/3/2023
$2.99
220,000
(220,000)
-
-
19/05/2020
18/05/2025
$4.75
435,000
(110,000)
325,000
$208,975
15/03/2021
16/03/2026
$5.27
65,000
(20,000)
45,000
$70,560
Total
720,000
(350,000)
370,000
$279,535
Electro Optic Systems Holdings Limited | Annual Report 2024
98
Financial Statements and Notes
22. Share-based Payments (continued)
Staff options carry no rights to dividends and no voting rights. The difference between the total market value of the options
at the date of issue, and the total amount received from the employees is recognised in the financial statements over the
vesting period.
The inputs used in the model for these option grants based on the Monte Carlo simulation method model are summarised
in the table below:
Issue date
19/05/2020
15/03/2021
Number of staff options
635,000
475,000
Dividend yield
-
-
Expected volatility
40.00%
45.00%
Risk free interest rate
0.40%
0.71%
Expected life of options (in days)
1,789
1,827
Grant date share price
$4.98
$5.37
Exercise price
$4.75
$5.27
Fair value of options on grant date:
Tranche A (50% of options issued)
$0.557
$1.370
Tranche B (50% of options issued)
$0.729
$1.766
The employee options under legacy ESOP have similar vesting and forfeiture conditions as those issued under the legacy
LFSP summarised below.
(b) Legacy Loan-Funded Share Plan (LFSP)
Details of the grants made under the legacy LFSP in 2020 and 2021 are detailed below. No new loan funded shares have
been granted since 2021.
Under the LFSP, fully paid restricted ordinary shares in the Company are acquired by participants using a loan made to them
by the Company. Shareholders approved the establishment of the LFSP on 24 April 2018.
The loans are limited recourse, interest and fee free and are repayable in full on the earlier of the termination date of the loan
(five years) or the date on which the shares are sold in accordance with the terms of the LFSP.
The legacy LFSP shares are accounted for as options, which give rise to share based payments.
The LFSP shares are subject to both ‘vesting conditions’ and ‘forfeiture conditions’. Vesting conditions are split into two
tranches for each grant which are required to be satisfied for shares to vest. Shares are subject to forfeiture if the vesting
conditions are not met or participants cease to be employed in the Group. When vesting conditions are met, the shares vest
and participants may deal with them in accordance with the LFSP rules.
Vesting conditions require:
(a) continued provision of services to the Group by the participant on the vesting date; and
(b) performance hurdles to be satisfied, which relate to the Group’s earnings before income tax (EBIT) and the Company’s
share price.
If the vesting conditions are not satisfied, the unvested shares are forfeited.
Electro Optic Systems Holdings Limited | Annual Report 2024
99
Financial Statements and Notes
Reconciliation of shares issued under the legacy LFSP:
2024
Number
2023
Number
Balance at beginning of the year
790,0000
7,401,875
Lapsed during the year
(320,000)
(6,611,875)
Outstanding at end of the year
470,000
790,000
The following table summarise the legacy LFSP issued to date:
Issue date
19/05/20
10/8/20
14/10/20
15/3/21
31/5/21
LFSP issued
2,315,000
860,000
150,000
1,250,000
150,000
Fair value at issue date
$1,488,545
$651,880
$125,925
$2,602,880
$114,750
Dividend yield
-
-
-
-
-
Expected volatility (linearly interpolated)
40%
40%
40%
45%
45%
Risk free interest rate
0.31%
0.34%
0.23%
0.71%
0.71%
Expected life of options (in days)
1,789
1,679
1,643
1,827
1,491
Issue price
$4.75
$5.62
$5.47
$5.27
$4.06
Grant date share price
$4.98
$5.68
$6.01
$5.37
$4.10
Price hurdle date
31/12/24
31/12/25
31/12/25
30/6/28
30/6/25
(c) Omnibus Employee Incentive Plan (“OEIP”)
The Board established a long-term incentive plan OEIP for senior management in 2023 to align remuneration with the
creation of shareholder value over the long-term, and to replace the legacy LFSP and the legacy ESOP.
(i) Share options OEIP
Each share option converts to one ordinary share in Electro Optic Systems Holdings Limited. The options carry neither
rights to dividends nor voting rights. The options may be exercised by paying the exercise price at any time from the date of
vesting to the date of expiry.
The number of options granted takes into account both the seniority of the individual role and their ability to drive Group and
divisional performance.
On 30 May 2024, 2,100,000 share options were issued to the Managing Director and CEO, Dr Schwer, following approval at
the AGM. The terms are consistent with those of options issued in 2023 to employees, with an exercise price of $0.50 which
was equal to the market value of the shares at the time the plan commenced development.
On 30 August 2024, 71,500 share options were issued to senior management as a deferred 2023 incentive and 794,898
share options were granted to senior management as an incentive relating to the 2024 year.
Electro Optic Systems Holdings Limited | Annual Report 2024
100
Financial Statements and Notes
22. Share-based Payments (continued)
Vesting Principles
The options will vest if the vesting conditions have been met on a testing date in the manner set out in the tables below,
provided that the employee continues to provide services to the Group on the date of vesting.
% vest if share
price hurdle met
Share Price Hurdle
required to be
met for period of
20 trading days
prior to Testing
Date – can be non
consecutive
Testing Date
Exercise Period
2023 Grant
50%
$1.20
31/12/24
31/12/25
31/12/26
From vesting date
until 31/12/28
100%
$3.00
2024 Grant
50%
$3.00
31/12/25
31/12/26
31/12/27
From vesting date
until 31/12/29
100%
$5.00
Options will vest on a linear pro-rata basis for share price performance between the lower and upper share price hurdle.
Reconciliation of unlisted options issued under the OEIP:
2024
2023
Number of share
options
Weighted average
exercise price
$
Number of share
options
Weighted average
exercise price
$
Balance at beginning of the year
2,953,087
0.50
-
-
Granted during the year
2,171,500
0.50
2,953,087
0.50
Granted during the year
794,989
1.70
-
-
Exercised during the year
-
-
-
-
Lapsed during the year
(187,500)
-
-
-
Outstanding at end of the year
5,732,076
0.67
2,953,087
0.50
Exercisable at the end of the year
‑
‑
‑
‑
31 December 2024 was a testing date which resulted in 3,332,534 share options vesting at that date. These will
become exercisable in late February 2025. The options were priced using the Monte Carlo Simulation method model.
Where relevant, the expected life used in the model has been adjusted based on the best estimate for the effects of
non-transferability, exercise restrictions and behavioural conditions. Expected volatility is based on the historical share price
volatility. Staff options carry no rights to dividends and no voting rights.
The inputs used in the model for these option grants are summarised in the table below:
Date
21/04/23
14/07/23
21/5/24
30/8/24
30/8/24
Number of staff options
1,240,000
1,713,087
2,100,000
71,500
794,989
Dividend yield
-
-
-
-
-
Annual volatility
65.00%
70.00%
55%
55%
55%
Risk free interest rate
3.22%
3.96%
3.9%
3.6%
3.6%
Expected life of options
5.69 years
5.46 years
2.6 years
2.3 years
3.3 years
Grant date share price
$0.58
$1.09
$1.45
$1.52
$1.52
Exercise price
$0.50
$0.50
$0.50
$0.50
$1.70
Fair value of options on grant date
$0.275
$0.717
$0.91
$0.95
$0.51
Electro Optic Systems Holdings Limited | Annual Report 2024
101
Financial Statements and Notes
(ii) Share rights OEIP
Each share right converts to one ordinary share in Electro Optic Systems Holdings Limited. No amounts are paid or payable
by the recipient on receipt of the share rights. Rights will be converted into ordinary shares upon the satisfaction of the
vesting conditions.
The number of rights granted is determined by the Directors and takes into account both the seniority of the individual role
and its ability to drive Group and divisional performance.
On 30 May 2024, 1,260,000 share rights were issued to the Managing Director and CEO, Dr Schwer, following approval at the
AGM. The terms are consistent with those of 2023 share rights issued to staff with share rights vesting and converting to
ordinary shares upon the successful completion of service periods by the senior executives.
On 30 August 2024, 42,900 share rights were issued to senior management as a deferred 2023 incentive and 152,545 share
rights were issued to senior management as a 2024 incentive.
Vesting Principles
The rights will vest in the below proportions based purely on a service condition if the employee remains employed by the
Group on the below hurdle dates:
Amount vest
Continued
employment on
Testing Date
2023 Grant
One third
31/12/24
One third
31/12/25
One third
31/12/26
2024 Grant
One third
31/12/25
One third
31/12/26
One third
31/12/27
Movements in share rights issued under the OEIP:
2024
2023
Number of share
rights
Weighted average
exercise price
$
Number of share
rights
Weighted average
exercise price
$
Balance at beginning of the year
1,341,117
-
-
-
Granted during the year – 2023 grant
1,302,900
-
1,341,117
-
Granted during the year – 2024 grant
152,545
-
-
-
Exercised during the year
-
-
-
-
Lapsed during the year
(37,500)
-
-
-
Outstanding at end of the year
2,759,062
‑
1,341,117
‑
Exercisable at the end of the year
‑
‑
‑
‑
31 December 2024 was a testing date which resulted in 868,839 share rights vesting at that date. These will be issued and
become exercisable in late February 2025.
The rights issued were priced using the Binomial model. Where relevant, the expected life used in the model has
been adjusted based on management’s best estimate for the effects of non-transferability, exercise restrictions and
behavioural conditions.
Electro Optic Systems Holdings Limited | Annual Report 2024
102
Financial Statements and Notes
22. Share-based Payments (continued)
The inputs used in the model for these rights grants are summarised in the table below:
Grant date
21/4/23
14/7/23
21/5/24
30/8/24
Number of staff rights
744,000
597,117
1,260,000
195,445
Grant date share price
$0.58
$1.09
$1.45
$1.52
Exercise price
-
-
-
-
Fair value of rights on grant date
$0.58
$1.09
$1.45
$1.52
As there are no market-based vesting conditions, the fair value at grant date is estimated using a Black-Scholes option
pricing model, taking into account the terms and conditions upon which the rights were granted. Each share right converts
to one ordinary share upon vesting and there is no exercise price required to be paid upon the conversion of the share right
into an ordinary share.
The fair value of the rights granted during the year ended 31 December 2024 was assessed on the date of grant and are
consistent with the spot value on grant date. The fair value of each share right granted at 21 May 2024 was $1.45 and
$1.52 for those issued 30 August 2024. The valuation at this grant date for the options and rights issued to the CEO and
Managing Director was higher than the estimate determined in the prior financial year. As such, the Group recognised a
$0.7m adjustment for the revised valuation.
For the year, the Group recognised a total of $3.4m of share-based expense for all incentive plans, including the $0.7m
adjustment referred to above.
23. Accumulated Losses
2024
$ ‘000
2023
$ ‘000
Balance at beginning of the year
(241,774)
(208,499)
Net (loss) attributable to members of the parent entity
(18,731)
(33,275)
Balance at end of the year
(260,505)
(241,774)
Electro Optic Systems Holdings Limited | Annual Report 2024
103
Financial Statements and Notes
24. Notes to the Cash Flow Statement
a. Reconciliation of Cash and Cash Equivalents
For the purposes of the statement of cash flows, cash includes cash on hand and at call deposits with banks or financial
institutions, investments in money market instruments maturing within less than three months and net of bank overdrafts.
Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the
balance sheet as follows:
2024
$ ‘000
2023
$ ‘000
Cash and cash short-term deposits
41,078
70,997
Cash and bank balances included in disposal group held for sale (Note 5)
11,226
-
b. Reconciliation of (Loss) Before Income Tax to Net Cash Flows from Operating Activities
2024
$ ‘000
2023
$ ‘000
(Loss) before income tax expense from continuing operations
(38,453)
(55,608)
Profit before income tax expense from discontinued operations
23,340
15,415
(Loss) before income tax expense
(15,113)
(40,193)
Reconciling items which include operating activities:
Accrued interest, finance costs and other financing expenses
3,622
16,488
Amortisation of intangibles
6,334
1,597
Equity settled share-based payments
3,351
589
Depreciation of property, plant and equipment
4,514
6,356
Depreciation of right of use assets
4,475
4,430
Loss on sale of property, plant and equipment
4
-
Inventory obsolescence provision
7,418
-
Tax (paid)/received
(549)
16,747
Foreign exchange movements
(1,101)
(5,590)
(Increase)/decrease in assets
Receivables and contract assets
(27,774)
95,336
Inventories
(16,380)
1,444
Prepayments
(2,134)
1,208
Increase/(decrease) in liabilities
Provisions
(6,064)
18,668
Trade and other payables
(6,795)
(2,375)
Deferred income
15,827
(1,581)
Net cash (outflows) / inflows from operating activities
(30,365)
113,124
Electro Optic Systems Holdings Limited | Annual Report 2024
104
Financial Statements and Notes
25. Related Party Disclosures
a. Equity Interests in Related Parties
Details of the percentage of Ordinary Shares held in subsidiaries are disclosed in Note 26.
b. Key Management Personnel Compensation
The aggregate compensation of the key management personnel of the Group is set out below:
2024
$ ‘000
2023
$ ‘000
Short-term benefits
2,467
2,523
Post-employment benefits
79
119
Share based payments
2,350
436
Termination benefits
-
146
Long-term benefits
6
18
Total
4,902
3,242
The amounts disclosed in the table are the amounts recognised during the reporting period for services provided by key
management personnel as either employees or paid to their director-related entities. A review of roles that met the definition
of key management personnel (“KMP”) was undertaken during the year, concluding that there were only two KMP for the
year (2023: five).
c. Transactions with Other Related Parties
Other related parties include associates, joint venture partners, and subsidiaries.
The Group did not enter into any transactions with other related parties outside of the ordinary course of business.
d. Parent Entity
The parent entity in the Group is Electro Optic Systems Holdings Limited.
Electro Optic Systems Holdings Limited | Annual Report 2024
105
Financial Statements and Notes
26. Controlled Entities
Name of entity
Country of
incorporation
December
2024
%
December
2023
%
Parent Entity
Electro Optic Systems Holdings Limited (i), (ii)
Australia
Controlled Entities
Electro Optic Systems Pty Limited (ii), (iii)
Australia
100
100
EOS Defence Systems Pty Limited (ii), (iii)
Australia
100
100
FCS Technology Holdings Pty Limited (ii)
Australia
100
100
EOS Space Systems Pty Limited (ii)
Australia
100
100
EOS UAE Holdings Pty Limited (ii)
Australia
100
100
EOS Communications Systems Pty Ltd (ii)
Australia
100
100
EM Solutions Pty Ltd (ii), (iii)
Australia
100
100
EOS Loan Plan Pty Ltd (iv)
Australia
-
-
Australian Missile Alliance Pty Ltd
Australia
100
100
Sovereign Missile Alliance Pty Ltd
Australia
100
100
EOS Optical Technologies Ltd
New Zealand
100
100
EOS USA, Inc. (Inc in Nevada)
USA
100
100
EOS Space Technologies, Inc. (Inc in Arizona)
USA
100
100
EOS Defense Systems, Inc (Inc in Arizona)
USA
100
100
EOS Defense Systems USA Inc (Inc in Alabama) (v)
USA
100
100
EOS Advanced Technologies LLC (vi)
UAE
49
49
EOS Optronics GmbH
Germany
100
100
EM Solutions (Europe) B.V. (viii)
Netherlands
100
-
EOS Defense Systems Pte Limited (vii)
Singapore
100
100
EOS Innovation Singapore Pte Ltd (viii)
Singapore
100
-
(i)
Electro Optic Systems Holdings Limited is the head entity within the tax-consolidated Group.
(ii) These companies form part of the Australian consolidated tax entity.
(iii) These wholly-owned subsidiaries have entered into a deed of cross guarantee with Electro Optic Systems Holdings
Limited pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/875 and are relieved from the
requirement to prepare and lodge an audited financial report.
On 6 April 2018, the parent entity, Electro Optic Systems Holdings Limited entered into a deed of cross guarantee
with two of its Australian wholly-owned subsidiaries Electro Optic Systems Pty Limited and EOS Defence Systems
Pty Limited. On 28 November 2019, the parent entity Electro Optic Systems Holdings Limited entered into a Deed of
Assumption which joined EM Solutions Pty Limited as part of the Deed of Cross Guarantee from the effective date of
acquisition which was 11 October 2019.
Subsequent to year end, the Group completed the sale of EMS, and as a result of this transaction, EMS was removed
from the Deed of Cross Guarantee. Refer to Note 32 for details of the transaction.
(iv) EOS Loan Plan Pty Ltd is the trustee of the legacy LFSP. EOS Loan Plan Pty Ltd was incorporated on 5 December 2019.
Electro Optic Systems Holdings Limited has the ability to direct the relevant activities of the entity.
(v) Effective from 17 October 2022, EOS Defence Systems USA (EOSDS USA), a United States based subsidiary, is
managed through a Special Security Agreement (SSA) as required by the US National Industrial Security Program
(“NISPOM”). The SSA enables EOSDS USA to enter into contracts with the US Department of Defence that contain
certain classified information.
Electro Optic Systems Holdings Limited | Annual Report 2024
106
Financial Statements and Notes
26. Controlled Entities (continued)
The SSA is an instrument designed to mitigate the risk of foreign ownership, control or influence over a US entity that
has security clearance under the NISPOM. The SSA denies the foreign owner unauthorized access to classified and
export-controlled information while preserving the foreign owner’s voice in the business management of the company.
Under the SSA, the Group has the right to appoint a representative (Inside Director) along with three Outside Directors.
The Outside Directors must be US citizens approved by the US Defense Counterintelligence and Security Agency (DCSA).
The Group maintains its involvement with EOSDS USA’s activities through normal business activity and liaison with the
Chair of the SSA and through the Inside Director. The operational and governance activities and results are reviewed
by the Group’s management. These activities are all performed within the confines of the SSA such that EOSDS USA
operates its business within the requirements necessary to protect the US national security interest.
An assessment has been performed in accordance with AASB 10 Consolidated Financial Statements of whether, for
accounting purposes, the Group controls EOSDS USA. The Group is exposed to variable returns from its investment in
EOSDS USA and there is assessed to be sufficient power within the confines of the Proxy agreement for the Group to
use its influence to affect those returns. As such, under AASB 10, it is deemed that the Group controls EOSDS USA and
therefore the results of EOSDS USA are consolidated into the Group’s consolidated accounts.
(vi) Whilst the Group owns less than 50% of the shares, pursuant to the shareholder and related agreements, it has
existing rights that give it the ability to direct the relevant activities of the company and is entitled to 80% of company
distributions.
(vii) EOS Defense Systems Pte Limited is audited by Assurance Affiliates, Chartered Accountants in Singapore and EOS
Advanced Technologies LLC is audited by M A International Consulting LLC in UAE and are the only entities with a
separately appointed statutory auditor.
(viii) In April 2024, EMS established a new trading entity in the Netherlands to support its growth agenda in Europe in future
years. In the same period, a new company, ‘EOS Innovation Singapore Pte Ltd’, was established to carry out new
product development work on our High Energy Laser Weapon system as a Laser Innovation Centre in Singapore under
the Defence Segment.
a. Consolidated Profit or Loss, Balance Sheet and Movements in Consolidated Retained Earnings of
Entities Party to the Deed of Cross Guarantee
The consolidated profit or loss of the entities which are parties to the Deed of Cross Guarantee are:
2024
$ ‘000
2023
$ ‘000
Revenue and other income
146,180
149,474
Foreign exchange gains
11,582
958
Raw materials and consumables used
(86,539)
(95,860)
Employee benefits expense
(36,119)
(26,472)
Administration expenses
(26,352)
(25,721)
Amortisation of intangibles
(4,871)
-
Interest expense on lease liabilities
(641)
(726)
Finance costs
(23,444)
(34,093)
Depreciation of property, plant and equipment
(2,184)
(3,888)
Depreciation of right of use assets
(1,850)
(1,842)
Occupancy costs
(1,261)
(1,094)
Other expenses
(1,928)
(471)
Provision for loss on loans to subsidiaries
-
(63,521)
(Loss) before income tax before continuing operations
(27,427)
(103,256)
Income tax (expense)/ benefit
(920)
12,148
Profit/(loss) after tax from discontinued operation
15,431
10,264
(Loss) for the year
(12,916)
(80,844)
Electro Optic Systems Holdings Limited | Annual Report 2024
107
Financial Statements and Notes
b. Consolidated Profit or Loss, Balance Sheet and Movements in Consolidated Retained Earnings of
Entities Party to the Deed of Cross Guarantee
The consolidated balance sheet of the entities which are parties to the Deed of Cross Guarantee:
2024
$ ‘000
2023
$ ‘000
CURRENT ASSETS
Cash and short-term deposits
32,865
63,942
Trade and other receivables
8,440
3,282
Contract assets
57,232
29,014
Inventories
54,074
68,862
Other
26,281
35,501
Assets classified as held for sale
95,160
-
TOTAL CURRENT ASSETS
274,052
200,601
NON‑CURRENT ASSETS
Contract asset
-
38,879
Loans to subsidiaries
-
609
Deferred tax assets
7,963
8,950
Security deposit
36,275
45,828
Right of use asset
7,802
13,571
Goodwill
2,505
12,373
Intangible assets
15,649
18,283
Property, plant and equipment
4,875
22,680
Other
2,175
-
TOTAL NON‑CURRENT ASSETS
77,244
161,173
TOTAL ASSETS
351,296
361,774
CURRENT LIABILITIES
Trade and other payables
23,124
37,845
Current tax payable
3,508
2,970
Secured borrowings
47,938
19,875
Unsecured borrowings
-
-
Lease liabilities
2,661
3,186
Contract liabilities
1,471
16,259
Provisions
16,651
23,791
Liabilities directly associated with assets held for sale
26,170
-
TOTAL CURRENT LIABILITIES
121,523
103,926
NON‑CURRENT LIABILITIES
Secured borrowings
-
44,947
Lease liabilities
8,013
14,715
Provisions
12,533
13,801
TOTAL NON‑CURRENT LIABILITIES
20,546
73,463
TOTAL LIABILITIES
142,069
177,389
NET ASSETS
209,227
184,385
EQUITY
Issued capital
467,192
432,248
Reserves
15,671
12,857
Accumulated losses
(273,636)
(260,720)
TOTAL EQUITY
209,227
184,385
The consolidated accumulated losses of the entities which are party to the Deed of Cross Guarantee are:
Balance at the start of the year
(260,720)
(179,876)
Net (loss) for the year
(12,916)
(80,844)
Balance at end of the year
(273,636)
(260,720)
Electro Optic Systems Holdings Limited | Annual Report 2024
108
Financial Statements and Notes
27. Financial Risk Management Objectives and Policies
The Group’s principal financial instruments comprise receivables, payables, contract assets, borrowings, finance leases,
cash and short-term deposits. These instruments expose the Group to a variety of risks that it must manage including,
market risk (such as currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest
rate risk.
The Group does not use derivative financial instruments to hedge these risk exposures.
The Directors consider that the carrying amount of financial assets and liabilities recognised in these financial statements
approximate their fair values. The amounts disclosed in this note exclude contract asset balances as these are not
financial assets.
Risk exposures and responses
a. Interest Rate Risk
The Group’s exposure to market interest rates relates primarily to the Group’s cash holdings.
At balance date the Group had the following mix of financial assets exposed to interest rate risk that are not designated in
cash flow hedges:
Financial assets
2024
$ ‘000
2023
$ ‘000
Cash and short-term deposits
41,078
70,997
Security deposits
49,476
67,056
Total
90,554
138,053
At balance date the Group had financial liabilities with a fixed rate of interest. These liabilities therefore do not introduce an
exposure to movement in interest rates.
Financial liabilities
2024
$ ‘000
2023
$ ‘000
Borrowings
47,939
64,822
Total
47,939
64,822
The Group constantly analyses its interest rate exposure. Within this analysis consideration is given to potential renewals of
existing positions, alternative financing and the mix of fixed and variable interest rates.
Electro Optic Systems Holdings Limited | Annual Report 2024
109
Financial Statements and Notes
At 31 December 2024, if interest rates had moved as illustrated in the table below, with all other variables held constant,
post-tax profit/(loss) and equity would have been affected as follows:
Judgements of reasonably possible movements
Post-tax (loss)
higher/(lower)
Equity
higher/(lower)
2024
$ ‘000
2023
$ ‘000
2024
$ ‘000
2023
$ ‘000
Consolidated
+1% (100 basis points)
634
966
634
966
-0.5% (50 basis points)
(316)
(482)
(316)
(482)
The movements in profits are due to lower interest rates on cash balances of 50 basis points (2023: 10).
b. Foreign Currency Risk
The Group’s financial results can be significantly affected by movements in the US$/A$ exchange rates. There are also
exposures to Singapore dollars, UAE Dirham, Euro and the New Zealand dollars from operations in those countries.
Exchange rates are managed within approved policy parameters using natural hedges and no derivatives are used.
The Group also has transactional currency exposures. Such exposures arise from sales or purchases by an operating
entity in currencies other than the functional currency. The Group is mainly exposed to the currency of US dollars, Euro, and
Singapore dollars. The following tables details the Group’s sensitivity to a percentage increase and decrease in currency
units against these foreign currencies.
The policy of the Group is to convert surplus foreign currencies to Australian dollars, excluding foreign currencies relate
to discontinued operations. The Group also holds cash deposits in US dollars to secure US dollar bank guarantees
and performance bonds to overseas customers. At 31 December 2024, the Group the following exposure to US$
foreign currency:
2024
A$ ‘000
2023
A$ ‘000
Financial assets
Cash and short-term deposits
7,625
40,630
Security deposits
47,888
38,545
Trade and other receivables
13,324
5,815
Total
68,837
84,990
Financial liabilities
Lease liabilities
6,508
4,862
Trade and other payables
12,729
37,056
Total
19,237
41,918
Net exposure
49,600
43,072
All US$ denominated financial instruments were translated to A$ at 31 December 2024 at the exchange rate of 0.6217
(2023: 0.6840).
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110
Financial Statements and Notes
27. Financial Risk Management Objectives and Policies (continued)
At 31 December 2024 and 2023, had the Australian Dollar moved as illustrated in the table below, with all other variables
held constant, post-tax profit/(loss) and equity would have been affected as follows:
Judgements of reasonably possible movements
Post-tax profit
higher/(lower)
Equity
higher/(lower)
2024
$ ‘000
2023
$ ‘000
2024
$ ‘000
2023
$ ‘000
Consolidated
AUD/USD +10%
(3,156)
(2,765)
(3,156)
(2,765)
AUD/USD -5%
1,827
1,601
1,827
1,601
At 31 December 2024, the Group had the following exposure to Singapore $ foreign currency:
2024
$ ‘000
2023
$ ‘000
Financial assets
Cash and short-term deposits
3,393
5,547
Security deposits
139
-
Trade and other receivables
8,993
518
Total
12,525
6,065
Financial liabilities
Trade and other payables
655
900
Lease liabilities
2,431
982
Total
3,086
1,882
Net exposure
9,439
4,183
All Singapore $ denominated financial instruments were translated to A$ at 31 December 2024 at the exchange rate of
0.8456 (2023: 0.9104).
At 31 December 2024 and 2023, had the Australian Dollar moved as illustrated in the table below, with all other variables
held constant, post-tax profit/(loss) and equity would have been affected as follows:
Judgements of reasonably possible movements
Post-tax profit
higher/(lower)
Equity
higher/(lower)
2024
$ ‘000
2023
$ ‘000
2024
$ ‘000
2023
$ ‘000
Consolidated
AUD/SING +10%
(601)
(266)
(601)
(266)
AUD/SING -5%
348
154
348
154
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111
Financial Statements and Notes
At 31 December 2024, the Group had the following exposure to Euro € foreign currency:
2024
$ ‘000
2023
$ ‘000
Financial assets
Cash and short-term deposits
5,744
5,398
Trade and other receivables
-
8
Total
5,744
5,406
Financial liabilities
Trade and other payables
1
606
Total
5,743
606
Net exposure
5,743
4,800
All Euro € denominated financial instruments were translated to A$ at 31 December 2024 at the exchange rate of 0.5974
(2023: 0.6181).
At 31 December 2024, had the Australian Dollar moved as illustrated in the table below, with all other variables held
constant, post-tax profit/(loss) and equity would have been affected as follows:
Judgements of reasonably possible movements
Post-tax profit
higher/(lower)
Equity
higher/(lower)
2024
$ ‘000
2023
$ ‘000
2024
$ ‘000
2023
$ ‘000
Consolidated
AUD/EUR +10%
(365)
(305)
(365)
(305)
AUD/EUR -5%
212
177
212
177
The Group believes the balance date risk exposures are representative of risk exposure inherent in financial instruments.
As noted, foreign currency transactions entered into during the financial year are managed within approved policy
parameters using natural hedges. The Directors do not consider that the net exposure to foreign currency transactions is
material after considering the effect of natural hedges.
c. Credit Risk Management
Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in a financial loss to the
Group. The Group has adopted a policy of only dealing with creditworthy counterparties. The Group is exposed to credit
risk from its operating activities (primarily trade receivables and contract asset) and from its financing activities, including
deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings from international
credit agencies. Refer Note 6 and Note 7 for further information on credit assessment for receivables and contract assets.
Electro Optic Systems Holdings Limited | Annual Report 2024
112
Financial Statements and Notes
27. Financial Risk Management Objectives and Policies (continued)
d. Liquidity Risk Management
The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to
meet its liabilities when due.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate
risk management framework for the management of the Group’s short, medium and long term funding and liquidity
requirements. The Group manages liquidity by seeking to maintain adequate cash reserves, continuously monitoring
forecast and actual cash flows and managing the maturity profiles of financial assets.
Liquidity and interest tables
The following table detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table has
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group
can be required to pay. The table includes both interest and principal cash flows.
Consolidated
Weighted average
effective interest
rate
%
Less than 1 month
$ ‘000
1‑3 months
$ ‘000
3 months to 1 year
$ ‘000
1‑5 years
$ ‘000
2024
Borrowings
22%
52,072
-
-
-
Trade payables and accruals
-
28,210
-
-
-
Lease liabilities
5%
478
920
4,145
12,844
2023
Borrowings
19%
-
-
20,505
52,072
Trade payables and accruals
-
15,909
13,508
11,387
-
Lease liabilities
5%
511
1,022
4,485
16,793
Refer to Note 18 for details on leases including maturity analysis of lease liabilities and interest, which includes the expected
maturities of $1.9m (2023: $4.9m) beyond the above time frames.
Refer to Note 17 for details on Borrowings and the repayment made on 31 January 2025 subsequent to year end.
Electro Optic Systems Holdings Limited | Annual Report 2024
113
Financial Statements and Notes
The following table detail the Group’s remaining contractual maturity for its non-derivative financial assets. The table has
been drawn up based on the contractual maturities of the financial assets except where the Group anticipates that the cash
flow will occur in a different period. The financial asset disclosed in the below table represent their current carrying values.
Consolidated
Weighted average
effective interest
rate
%
Less than 1 month
$ ‘000
1‑3 months
$ ‘000
3 months to 1 year
$ ‘000
1‑5 years
$ ‘000
2024
Cash and cash equivalent
-
21,039
-
-
-
Receivables
-
16,593
1,041
96
-
Security deposits
5%
-
-
12,747
36,435
Variable interest rate – cash and
term deposits
4%
20,039
-
-
-
Total
57,671
1,041
12,843
36,729
2023
Cash and cash equivalent
-
70,068
-
-
-
Receivables
-
2,634
4,378
419
-
Security deposits
0.01%
-
-
21,214
45,842
Variable interest rate – cash and
term deposits
0.05%
929
-
-
-
Total
73,631
4,378
21,633
45,842
e. Categories of Financial Assets and Liabilities
2024
$ ‘000
2023
$ ‘000
Financial Assets
Amortised cost
Cash and short-term deposits
41,078
70,997
Trade and other receivables
17,730
8,466
Security deposits
49,476
67,056
Total financial assets at amortised cost
108,284
146,519
Current
71,555
100,549
Non-current
36,729
45,970
Financial Liabilities
Interest bearing loans and borrowings
Borrowings
47,939
64,822
Lease liabilities
17,991
23,919
Total interest-bearing loans and borrowings
65,930
88,741
Current
52,622
24,751
Non-current
13,308
63,990
Trade and other payables - current
28,210
40,804
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114
Financial Statements and Notes
27. Financial Risk Management Objectives and Policies (continued)
f. Commodity Price Risk
The Group’s exposure to commodity price risk is minimal.
Recognition and measurement
(i) Financial assets
A. Classification
The Group classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (through profit or loss or other comprehensive income); and
• those to be measured at amortised cost.
The classification depends on the Group’s business model for managing financial assets and the contractual cash flow
characteristics of the financial assets. For assets measured at fair value, gains and losses will either be recorded through
profit or loss or other comprehensive income. For investments in debt instruments, this will depend on the business model
in which the investment is held.
For investments in equity instruments not held for trading, this will depend on whether the Group has made an irrevocable
election at the time of initial recognition to account for the equity investment at fair value through other comprehensive
income. The Group reclassifies debt investments when and only when its business model for managing those
assets changes.
B. Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at
fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Measurement
of trade and other receivables remains at amortised cost consistent with the prior year.
C. Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the
cash flow characteristics of the asset. The consolidate entity measures its debt instruments using the amortised cost
basis. Using this method, assets that are held for collection of contractual cash flows where those cash flows represent
solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is
subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when
the asset is derecognised or impaired. Interest income from these financial assets is included in finance income using the
effective interest rate method.
D. Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at
amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, contract assets, loans to associates and lease receivables, the Group applies the simplified approach
permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
(ii) Financial Liabilities
A. Interest bearing liabilities
All loans and borrowings are initially recognised at fair value less transaction costs. After initial recognition, interest bearing
liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the
statement of profit or loss over the period of the borrowings on an effective interest basis.
B. Trade and other payables
Liabilities are recognised for amounts to be paid for goods or services received. Trade payables are settled on terms aligned
with the normal commercial terms in the Group’s countries of operation.
Electro Optic Systems Holdings Limited | Annual Report 2024
115
Financial Statements and Notes
28. Segment Information - Continuing Operations
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group
that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to
assess performance.
a. Segment Determination
The Group identifies its operating segments based on internal reports reviewed and used by the Group’s chief operating
decision maker (the Chief Executive Officer) to determine business performance and resource allocation. Operating
segments are aggregated after considering the nature of the products and services, nature of production processes, type
of customer and distribution methods. As a result, EMS and Space Systems segments were merged to form an enlarged
Space Systems segment until the Group classified EMS as a discontinued operation in 2024. The segment information
reported in this note does not include any amounts for the discontinued operations (refer Note 5). The comparative
information has been restated to reflect the change in segment reporting in accordance with the accounting standards.
As a result, the Group’s reportable segments are Defence Systems and Space Systems.
(i) Defence Systems
Defence Systems develops, manufactures and markets advanced fire control, surveillance, and weapon systems to
approved military customers. These products either replace or reduce the role of a human operator for a wide range of
existing and future weapon systems in the US, Australasia, Middle East, Europe and South-east Asia markets.
(ii) Space Systems
Space Systems has a range of ground products available to support the Australian and international space markets.
They include:
• significant investments into passive optical and laser sensing equipment at both its Mt Stromlo and Learmonth sites;
• manufacturing and supply of various telescopes and dome enclosures for customers around the world. Space Systems
astrometric products provide reliable and high-quality optical systems under demanding environmental conditions; and
• specialisation in innovative optical, microwave and on-the-move radio and satellite products that help to deliver high
speed, resilient and assured telecommunications anywhere in the world. Developments in the Group’s laser technology
has opened aligned markets in space optical communications and various high power laser applications.
b. Geographic Activity
The Group continues to operate in Australia, USA, Singapore, UAE, New Zealand, Netherlands and Germany in the
development, manufacture and sale of telescopes and dome enclosures, laser satellite tracking systems, and the
manufacture of remote weapon systems.
Electro Optic Systems Holdings Limited | Annual Report 2024
116
Financial Statements and Notes
28. Segment Information - Continuing Operations (continued)
c. Segment Information
Segment revenues - continuing operations
2024
$ ‘000
2023
$ ‘000
Space
10,829
6,659
Defence
165,736
155,362
Total of all segments
176,565
162,021
Segment results - continuing operations
2024
$ ‘000
2023
$ ‘000
Space
(17)
(2,535)
Defence
(14,665)
(18,082)
Total of all segments
(14,682)
(20,617)
Unallocated holding company costs
(23,771)
(34,991)
(Loss) before income tax expense
(38,453)
(55,608)
Income tax benefit
3,337
11,237
(Loss) for the year
(35,116)
(44,371)
The revenue reported above represents revenue from external customers. The Group had two customers that each
provided in excess of 10% of consolidated revenue. The customers are within the Defence segment. One customer
represented revenue of $72,113,000 and the other represented $28,734,000 during the year.
Segment results represent the profit or loss earned by each segment without the allocation of central administration
costs and corporate costs, including director fees, finance costs, investment revenue and income tax. This is the
measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of
segment performance.
The following is an analysis of the Group’s assets and liabilities by reportable operating segment:
Segment assets and liabilities - continuing operations
Assets*
Liabilities*
31 December 2024
$ ‘000
31 December 2023
$ ‘000
31 December 2024
$ ‘000
31 December 2023
$ ‘000
Space
12,388
10,726
28,430
28,505
Defence
252,388
189,662
126,905
145,009
Total all segments
264,776
200,388
155,335
173,514
Unallocated cash and short-term deposits
41,078
111,999
-
-
Consolidated
305,854
312,387
155,335
173,514
* Segment assets and liabilities for both years exclude those relating to discontinued operations and non-current assets held for sale (Note 5).
Assets used jointly by reportable segments are allocated on the basis of the revenue earned by the individual
reportable segments.
In April 2024, a new company, ‘EOS Innovation Singapore Pte Ltd’, was established to carry out new product development
work on our High Energy Laser Weapon system as a Laser Innovation Centre in Singapore under the Defence Segment.
Electro Optic Systems Holdings Limited | Annual Report 2024
117
Financial Statements and Notes
Other segment information
Depreciation, impairment and
amortisation of segment assets
Acquisition of segment assets
31 December 2024
$ ‘000
31 December 2023
$ ‘000
31 December 2024
$ ‘000
31 December 2023
$ ‘000
Space
931
963
2,046
1,993
Defence
10,478
7,157
1,711
2,043
Total all segments
11,409
8,120
3,757
4,036
Unallocated management
1,133
1,289
325
333
Consolidated
12,542
9,409
4,082
4,369
Information on geographical segments
31 December 2024
Geographical segments
Revenue from
external customers
$ ‘000
Segment assets*
$ ‘000
Acquisition of
segment assets
$ ‘000
Australia/Asia
44,943
42,733
3,404
Middle East - United Arab Emirates
72,113
2,512
-
Middle East - other
-
-
-
North America
15,963
6,203
676
Europe
43,546
2
2
Total
176,565
51,450
4,082
31 December 2023
Geographical segments
Revenue from
external customers
$ ‘000
Segment assets*
$ ‘000
Acquisition of
segment assets
$ ‘000
Australia/Asia
36,174
84,814
4,312
Middle East - United Arab Emirates
67,572
360
5
Middle East - other
710
-
-
North America
7,880
5,043
52
Europe
49,685
-
-
Total
162,021
90,217
4,369
*Segment assets reflect the requirements of AASB 8.33 (b) and reflect only non-current assets other than financial instruments and
deferred tax assets.
The revenue information above is based on the locations of the customers.
Electro Optic Systems Holdings Limited | Annual Report 2024
118
Financial Statements and Notes
29. Parent Entity Disclosure
2024
$ ‘000
2023
$ ‘000
Financial position
Assets
Current assets
18,492
1,015
Non-current assets
41,751
88,123
Total assets
60,243
89,138
Liabilities
Current liabilities
54,283
36,281
Non-current liabilities
-
44,947
Total liabilities
54,283
81,228
Net assets
5,960
7,910
Equity
Issued capital
467,192
432,248
Reserves
15,671
12,858
Accumulated (losses)
(476,903)
(437,196)
Total equity
5,960
7,910
Financial performance
(Loss) for the year
(39,707)
(131,456)
Other comprehensive income
-
-
Total comprehensive income
(39,707)
(131,456)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
Guarantee provided under the Deed of Cross Guarantee
142,069
177,389
Electro Optic Systems Holdings Limited entered into a deed of cross guarantee on 6 April 2018 with two of its wholly-owned
subsidiaries. Electro Optic Systems Pty Limited and EOS Defence Systems Pty Limited. On 28 November 2019, EMS
entered into an Assumption Deed and became a party to the Deed of Cross Guarantee.
Subsequent to year end, the Group completed the sale of EMS, and as a result of this transaction, was removed from the
Deed of Cross Guarantee. Refer to Note 32 for details of the transaction.
Electro Optic Systems Holdings Limited | Annual Report 2024
119
Financial Statements and Notes
30. Contingent Liabilities and Commitments
(a) The Group maintains cash deposits with banks and financial institutions as security for various performance and rental
bonds. The detail of such cash deposits is as per below:
Note
2024
$ ‘000
2023
$ ‘000
Offset bond for a Defence Systems contract
(c)
22,085
15,356
Performance bond for a Defence contract – overseas customer
(d)
25,494
23,172
Performance bonds for Defence contracts – Australian customers
(e)
-
21,086
Performance bonds for Space contracts
(f)
-
6,228
Rental bonds
1,231
1,097
Deposit for credit card facility
666
117
Total
49,476
67,056
(b) Entities within the Group are involved in contractual disputes in the normal course of contracting operations. The Directors
believe that the entities within the Group can settle any contractual disputes with customers and should any customers
commence legal proceedings against the Company, the Directors believe that any actions can be successfully defended.
As at the date of this report no material legal proceedings have been commenced against any entity within the Group.
(c) The Group had previously executed an offset agreement in relation to an overseas Defence System contract for an
amount of US$16.9m (A$27.3m) secured by an offset bond for the full amount. The offset bond is guaranteed by Export
Finance Australia (EFA) and is secured by a cash security deposit of US$13.7m (A$22.1m) and a fixed and floating charge
over the assets of the Group.
Under the offset program, offset credits can be earned by:
(i) investing in the country;
(ii) engaging in contracts that support local industry; or
(iii)making other contributions.
This is a common requirement for suppliers like EOS. Under the offset program guidelines, participants typically have
several years in which to earn offset credits. As an alternative to generating offset credits through the offset program,
in certain circumstances, offset credits can be generated through participation in the credit purchase program, which
involves settling obligations by making cash payments.
As part of the offset program, EOS is required to develop, agree and submit an approved business plan, which will
generate offset credits, to the offset credit authority. A proposed business plan was submitted to the offset authority
in September 2023. During the year the Group continued to have advanced discussions regarding the business plan with
the offset credit authority and, as at balance date, the business plan remained under review by the offset credit authority
In addition during the year, consistent with the proposed business plan, EOS entered into a non-binding memorandum of
understanding (“MOU”) with Shielders Advanced Industries (“Shielders”), a specialist manufacturer in the Middle East. The
MOU envisages the formation of a Joint Venture (“JV”) between Shielders and EOS that focusses on local manufacturing
and assembly of RWS, assisting EOS in meeting its offset obligations.
Subsequent to balance date, on 20 February 2025, the Group received approval from the offset credit authority for the
business plan. The business plan envisages that EOS will enter into a 49% EOS owned JV with Shielders Advanced
Industries to set up local manufacturing and assembly of EOS’ R150 Remote Weapon System product in the Middle East.
Under the approved business plan, EOS has from 1 July 2026 until 1 July 2033 to set up the JV and earn the relevant
offset credits. This includes in kind contributions including the licensing of EOS owned IP, and providing technical data
packages and manufacturing knowhow to the JV.
Electro Optic Systems Holdings Limited | Annual Report 2024
120
Financial Statements and Notes
30. Contingent Liabilities and Commitments (continued)
Under the approval from the offset credit authority the final form of the JV agreement, along with other agreements
necessary for the JV to manufacture and assemble EOS product in the Middle East, require the approval of the offset
credit authority and approval of the JV agreement must be obtained from the offset credit authority within a maximum of
6 months from 20 February 2025. Under the approved business plan in order to earn offset credits EOS must contribute
not less than AED 18.365m (approximately A$7.8m) in cash to the JV.
As a result of the above, EOS considers that both at balance date and as at the date of this report it was in compliance
with its obligations. In the event that EOS does not comply with its obligations in future, the offset credit authority is
entitled to demand payment under the guarantee outlined above.
(d) The Group maintains a performance bond for US$33.2m (A$53.5m) in relation to an overseas defence sector contract.
The performance bond is guaranteed by Export Finance Australia under a Bond Facility Agreement and is secured
by a cash security deposit of US$15.8m (A$25.5m) and a fixed and floating charge over the assets of the Group.
The covenants attached to the Export Finance Australia facilities are identical to those specified under the WHSP
loan facilities.
(e) Performance bonds of $22.2m to a domestic customer in Australia were issued and was partially secured in 2023. This
bond was fully secured by cash deposits in 2024. These performance obligations were satisfied during 2024 and the cash
security returned to the Group.
(f) $6.0m of performance bonds were issued in 2023 to support an EMS contract to deliver and install communication
systems to the Royal Australian Navy. This guarantee is secured by a cash security deposit of $6.0m. These security
deposits are disclosed as part of the discontinued operations in Note 5. Subsequent to year end, this arrangement was
divested as part of the sale of the EMS business. Refer to Note 32 for details.
(g) The completion of the EMS divestment post year end automatically triggered the full repayment of EOS’ outstanding Term
Loan facility with WHSP, including a ‘make whole’ fee which applied in the case of early repayment.
As at 31 December 2024, the total estimated repayment amount was $62.3m, including the scheduled payment at maturity
of $52.1m plus a potential ‘make whole’ fee. The exact ‘make whole’ fee was contingent upon the timing of the settlement.
Subsequent to year end, the divestment was completed on 31 January 2025, and the early repayment of the Term Loan
facility at completion was $61.1m, including the scheduled payment at maturity of $52.1m plus the ‘make whole’ fee.
(h) Electro Optic Systems Holdings Limited entered into a deed of cross guarantee on 6 April 2018 with two of its
wholly-owned subsidiaries, Electro Optic Systems Pty Limited and EOS Defence Systems Pty Limited, pursuant to ASIC
Corporations (Wholly-owned Companies) Instrument 2016/785 and was relieved from the requirement to prepare and
lodge an audited financial report. On 28 November 2019, EMS entered into an Assumption Deed and became a party
to the Deed of Cross Guarantee. Subsequent to year end, the Group completed the sale of EMS, and as a result of this
transaction, EMS was removed from the Deed of Cross Guarantee. Refer to Note 32 for details of the transaction.
31. Remuneration of Auditors
2024
$ ‘000
2023
$ ‘000
ERNST & YOUNG AND RELATED NETWORK FIRMS
Audit or review of the financial reports:
In relation to the current year:
EOS Group (excluding EOS USA Inc)
572
530
EOS USA Inc
300
-
872
530
Other assurance services:
Audit of EMS 2023 and 2024 financial reports
328
-
Other services
-
92
Total
1,200
622
Electro Optic Systems Holdings Limited | Annual Report 2024
121
Financial Statements and Notes
32. Subsequent Events
On 31 January 2025, EOS announced that the EMS divestment had been completed. After customary adjustments for
estimated net debt and estimated working capital, the amount received on completion was of $158.6m on that date.
Final completion accounts and any adjustments are expected to be agreed between the parties within 60 business days.
Contemporaneous with the completion of the transaction, EOS repaid WHSP $61.1m. This represents the final repayment
of WHSP of all outstanding amounts, including ‘make whole’ payments required under the borrowing agreements. Following
this debt repayment and the divestment of EMS, EOS has no borrowings and held approximately $128.0m of available cash
balances at 31 January 2025.
Subsequent to year-end, on 20 February 2025, the Group received approval from the offset credit authority for the business
plan. Refer to Note 30 for further details.
Apart from the above, the Directors are not aware of any significant subsequent events since the end of the financial year
and up to the date of this report.
33. Additional Company Information
Electro Optic Systems Holdings Limited is a listed public company in Australia, incorporated in Australia. The Company and
its subsidiaries operate in Australia, North America, Netherlands, Middle East, Singapore, New Zealand and Germany.
Registered Office
Principal Place of Business
18 Wormald Street
Symonston
ACT 2609
Australia
Tel: 02 6222 7900
Fax: 02 6299 7687
18 Wormald Street
Symonston
ACT 2609
Australia
Tel: 02 6222 7900
Fax: 02 6299 7687
USA Operations Alabama
German Operations
2865
Wall Triana Hwy SW
Huntsville
AL 35824 USA
Ulrichsberger Str. 17
D-94469 Deggendorf
Germany
Tel: +49 991 2892 1964
Fax: +49 991 3719 1884
Singapore Operations
United Arab Emirates Operations
456 Alexandra Road
Fragrance Empire Building
#21002 Singapore
Tel: +65 6304 3130
Tawazun Industrial Park (TIP)
Zone 2, Facility 15,
Al Ajban Area,
Abu Dhabi, UAE
Tel: +971 2 492 7112
Fax: +971 2 492 7110
New Zealand Operations
Netherlands Operations
69 Gracefield Road,
Gracefield
Lower Hutt, 5010
New Zealand
Campagneweg 35 4761 RM
ZEVENBERGEN
Netherlands
Electro Optic Systems Holdings Limited | Annual Report 2024
122
Consolidated Entity Disclosure Statement
Consolidated Entity Disclosure Statement
As at 31 December 2024
Body Corporates
Tax Residency
Entity name
Entity type
Country of in
‑corporation
% of share
capital held
Australian or
foreign
Foreign
jurisdiction
Electro Optic Systems Holdings Limited
Body corporate
Australia
N/A
Australian (i)
N/A
Electro Optic Systems Pty Limited
Body corporate
Australia
100%
Australian (i)
N/A
EOS Defence Systems Pty Limited
Body corporate
Australia
100%
Australian (i)
N/A
FCS Technology Holdings Pty Limited
Body corporate
Australia
100%
Australian (i)
N/A
EOS Space Systems Pty Limited
Body corporate
Australia
100%
Australian (i)
N/A
EOS UAE Holdings Pty Limited
Body corporate
Australia
100%
Australian (i)
N/A
EOS Communications Systems Pty Ltd
Body corporate
Australia
100%
Australian (i)
N/A
EM Solutions Pty Ltd
Body corporate
Australia
100%
Australian (i)
N/A
Australian Missile Alliance Pty Ltd
Body corporate
Australia
100%
Australian (i)
N/A
Sovereign Missile Alliance Pty Ltd
Body corporate
Australia
100%
Australian (i)
N/A
EOS Optical Technologies Ltd
Body corporate
New Zealand
100%
Foreign
New Zealand
EOS USA, Inc. (Inc in Nevada)
Body corporate
USA
100%
Foreign
USA
EOS Space Technologies, Inc. (Inc in Arizona)
Body corporate
USA
100%
Foreign
USA
EOS Defense Systems, Inc (Inc in Arizona)
Body corporate
USA
100%
Foreign
USA
EOS Defense Systems USA Inc (Inc in Alabama)
Body corporate
USA
100%
Foreign
USA
EOS Advanced Technologies LLC (ii)
Body corporate
UAE
49%
Foreign
UAE
EOS Optronics GmbH
Body corporate
Germany
100%
Foreign
Germany
EM Solutions (Europe) B.V.
Body corporate
Netherlands
100%
Foreign
Netherlands
EOS Defense Systems Pte Limited
Body corporate
Singapore
100%
Foreign
Singapore
EOS Innovation Singapore Pte Ltd
Body corporate
Singapore
100%
Foreign
Singapore
(i) This entity is part of a tax-consolidated group under Australian taxation law, for which Electro Optics Systems Holdings
Limited is the head entity.
(ii) EOS Advanced Technologies LLC is a participant in a joint venture which is consolidated in the consolidated
financial statements.
Electro Optic Systems Holdings Limited | Annual Report 2024
123
Directors’ Declaration
In accordance with a resolution of the Directors of Electro Optic Systems Holdings Limited (the Company), I state that:
1. In the Directors’ opinion:
(a) the financial statements and notes of the Company and its subsidiaries (collectively the Group) are in accordance
with the Corporations Act 2001, including:
i.
complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory
reporting requirements; and
ii. giving a true and fair view of the Group’s financial position at 31 December 2024 and of its performance for the
financial year ended on; and
(b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in
Note 1; and
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable; and
(d) The consolidated entity disclosure statement is true and correct; and
(e) as at the date of this declaration, there are reasonable grounds to believe that the Company and the subsidiaries
to which ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 applies, as detailed in Note 26 to the
financial statements, will be able to meet any liabilities to which they are, or may become, subject to by virtue of the
Deed of Cross Guarantee between the Company and those subsidiaries.
2. This declaration has been made after receiving the declarations required to be made by the Chief Executive Officer and
the Chief Financial Officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended
31 December 2024.
Signed in accordance with a resolution of the Directors:
Garry Hounsell
Director and Chair of the Board of Directors
Dated at Canberra this 25th day of February 2025
Directors’ Declaration
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46 to 56
Electro Optic Systems Holdings Limited | Annual Report 2024
129
ASX Additional Information
ASX Additional Information
Additional information required under ASX Listing Rule 4.10 and not shown elsewhere in this Annual Report is as follows.
This information is current as at 7 March 2025.
Distribution of shareholders
Size of holding
Number of
shareholders
Ordinary shares
% of issued capital
100,001 and over
162
126,830,507
65.73
10,001 to 100,000
1,529
41,904,371
21.72
5,001 to 10,000
1,318
10,163,956
5.27
1,001 to 5,000
4,504
11,424,827
5.92
1 to 1,000
4,138
2,628,870
1.36
Total
11,651
192,952,099
100.00
Distribution of Option holders
The distribution of unquoted Options on issue are:
Size of Holding
Number of
Option holders
Unlisted
Options
% of Total Options
100,001 and over
9
4,792,357
83
10,001 to 100,000
22
955,871
17
5,001 to 10,000
-
-
-
1,001 to 5,000
-
-
-
1 to 1,000
-
-
-
Total
31
5,748,227
100
The options on issue are unquoted and have been issued under an employee incentive scheme.
Distribution of Share Rights
The distribution of unquoted share rights on issue are:
Size of Holding
Number of Share
Right holders
Unlisted
Share Rights
% of Total
Share Rights
100,001 and over
3
2,119,279
77
10,001 to 100,000
17
617,614
22
5,001 to 10,000
1
8,897
-
1,001 to 5,000
4
13,272
-
1 to 1,000
-
-
-
Total
25
2,759,062
100
The share rights on issue are unquoted and have been issued under an employee incentive scheme.
Electro Optic Systems Holdings Limited | Annual Report 2024
130
ASX Additional Information
Less than marketable parcels of Ordinary Shares
There are 821 shareholders with unmarketable parcels, holding 229,848 shares.
Twenty largest shareholders
At 7 March 2025, the 20 largest ordinary shareholders held 47.71% of the total issued fully paid quoted Ordinary Shares of
192,952,099.
Number held
% of issued capital
1
WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED
17,596,807
9.12
2
EOS LOAN PLAN PTY LTD
11,140,536
5.77
3
CITICORP NOMINEES PTY LIMITED
10,487,128
5.44
4
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
8,735,478
4.53
5
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
8,597,470
4.46
6
BNP PARIBAS NOMINEES PTY LTD
7,321,702
3.79
7
BNP PARIBAS NOMS PTY LTD
4,000,257
2.07
8
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
3,677,018
1.91
9
ACE PROPERTY HOLDINGS PTY LTD
3,360,000
1.74
10
CAPITAL PROPERTY CORPORATION PTY LTD
3,099,738
1.61
11
TECHNOLOGY TRANSFORMATIONS PTY LIMITED
2,758,662
1.43
12
BRAZIL FARMING PTY LTD
2,100,393
1.09
13
A AND D WIRE LIMITED
1,457,276
0.76
14
CAPITAL PROPERTY CORPORATION PTY LTD
1,250,000
0.65
15
MR OMAR ALI BABTAIN
1,169,311
0.61
16
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
1,094,900
0.57
17
N & J PROPERTIES PTY LTD
1,079,000
0.56
18
N & J PROPERTIES PTY LTD
1,077,812
0.56
19
CAPITOL ENTERPRISES LIMITED
1,050,000
0.54
20
BUNDARRA TRADING COMPANY PTY LTD
1,005,173
0.52
92,058,661
47.71
Remaining quoted equity securities
100,893,438
52.29
Total number of Ordinary Shares on issue
192,952,099
100.00
Unquoted equity securities
The Company had the following unquoted securities on issue as at 7 March 2025:
Number on issue
Number of holders
Options over Ordinary Shares
5,748,227
31
Rights over Ordinary Shares
2,759,062
25
Electro Optic Systems Holdings Limited | Annual Report 2024
131
ASX Additional Information
Substantial shareholders
The names of the Substantial Shareholders as disclosed in notices submitted to the ASX as at 7 March 2025 are:
Shareholder
Ordinary Shares
Percentage of total
Ordinary shares
Washington H. Soul Pattinson and Company Limited
17,596,807
9.12%
EOS Loan Plan Pty Ltd
11,140,536
5.77%
Citicorp Nominees Pty Limited
10,722,517
5.56%
Restricted securities
The Company had no restricted securities on issue as at 7 March 2025.
Voting rights
In accordance with the Constitution each member present at a meeting whether in person, or by proxy, or by power of
attorney, or a duly authorised representative in the case of a corporate member, shall have one vote on a show of hands,
and one vote for each fully paid ordinary share, on a poll. Holders of performance rights have no voting rights.
On-market buy-backs
There is no current on-market buy-back in relation to the Company’s securities.
Other Information
In accordance with Listing Rule 4.10.19, the Company has used the cash and assets in a form readily convertible to cash
that it had at the time of admission in a way consistent with its business objectives.
Electro Optic Systems Holdings Limited | Annual Report 2024
132
Corporate Directory
Directors
Mr Garry Hounsell (Chairman)
Dr Andreas Schwer (Managing Director and CEO)
Air Marshal Geoffrey Brown AO
The Hon Kate Lundy
Mr David Black
Mr Robert Nicholson
Chief Executive Officer
Dr Andreas Schwer
Company Secretary
Ms Melanie Andrews
Registered Office and Principal
Place of Business
18 Wormald Street
Symonston ACT 2609
Australia
Telephone: +61 2 6222 7900
Email:
enquiry@eos-aus.com
Website:
www.eos-aus.com
Share Registry
MUFG Corporate Markets
A division of MUFG Pension & Market Services
Level 12, 680 George Street
Sydney NSW 2000
Australia
Locked Bag A14
Sydney South NSW 1235 Australia
Telephone: +61 1300 554 474
Facsimile: +61 2 9287 0303
Website:
www.au.investorcentre.mpms.mufg.com
Auditors
Ernst & Young
121 Marcus Clarke Street
Canberra ACT 2600
Australia
Corporate Directory
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COPYRIGHT
Electro Optic Systems Holdings Limited
(EOS) encourages the dissemination
and exchange of information provided
in this publication. Except as otherwise
specified, all material presented in
this publication is provided under the
Creative Commons Attribution 4.0
International Licence.
This excludes:
• the EOS logo; and
• content supplied by third parties.
The Creative Commons Attribution 4.0
International Licence is a standard form
licence agreement that allows you to
copy, distribute, transmit and adapt this
publication provided that you attribute
the work. The details of the version
4.0 of the licence are available on the
Creative Commons website, as is the full
legal code for that licence.
ATTRIBUTION
EOS’ preference is that if you attribute
this publication and any material
sourced from it, the following wording
is used: Source: Electro Optic Systems
Holdings Limited Annual Report 2024.
MORE INFORMATION
For enquiries regarding copyright,
including requests to use material in
a way that is beyond the scope of the
terms of use that apply to it, please
contact us through our website or email
us at enquiry@eos-aus.com
HEAD OFFICE
Electro Optic Systems Holdings Limited
ACN 092 708 364
18 Wormald Street, Symonston
Canberra ACT 2609
T: +61 2 6222 7900
E: enquiry@eos-aus.com
www.eos-aus.com
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Electro Optic Systems Holdings Limited
Annual Report 2024