DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
Full Year Statutory Accounts
30 June 2023
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Contents Page
From the Chairman
From the Chief Executive Officer
Directors' report
Auditor's independence declaration
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors' declaration
Independent auditor's report to the members of Donaco International Limited
Shareholder information
Corporate directory
General information
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4
5
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57
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65
The financial statements cover Donaco International Limited as a consolidated entity consisting of Donaco International Limited and the entities it
controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Donaco International Limited's
functional and presentation currency.
Donaco International Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and
principal place of business is:
Level 43
25 Martin Place
Sydney NSW 2000
Australia
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part
of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 29 September 2023. The directors have the
power to amend and reissue the financial statements.
2
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
From the Chairman
Dear fellow shareholders,
Donaco has successfully navigated the challenges posed by the Covid-19 pandemic and has emerged as a stronger business. While some impacts
still persist, FY23 was a turnaround year, resulting in positive EBITDA growth.
The team has proactively built a resilient and sustainable business. The reopening of China’s international borders in January 2023, and the tourism
influx that followed through, allowed our operations, DNA Star Vegas (Star Vegas) and Aristo International Hotel (Aristo) to gradually recover.
Our Star Vegas business in Cambodia recorded an improved performance following the resumption of operations in June 2022. The asset delivered
FY23 revenue of A$19.9 million from FY22 revenue of A$0.9 million, and EBITDA of A$10.8 million, a great improvement from negative EBITDA of
A$1.5 million in FY22. Aristo in Vietnam, which is nearing a return to full operations, recorded FY23 revenue of $4.4 million from A$1.5 million in
FY22, and EBITDA of A$1.5 million, a big jump compared to FY22 negative EBITDA of A$0.2 million. This resulted in our group achieving FY23 total
revenue of A$24.3 million compared to A$2.4 million in FY22.
For the financial year, Donaco reported a statutory net loss after tax of A$36.7 million. This loss included an impairment loss on intangible and
other assets of A$26.7 million, a non-recurring item of A$5,000 and tax penalty on Aristo of A$9.0 million. Excluding these factors, our net loss
after tax is A$1 million for the financial year. The impairment loss of A$26.7 million included an impairment of the Star Vegas casino license, which
was further impaired by A$4.5 million. This impairment follows the recent subdued operating performance due to Covid-19 and a higher interest
rates environment. Aristo faced a non-cash impairment charge of A$22.2 million, with goodwill of A$2.4 million written down to nil and the
remaining impairment charge allocated against Aristo operations’ non-current assets. Donaco has lodged an appeal against the tax penalty which
was imposed on Aristo and we will continue to manage the situation and pursue the appeal process with the appropriate Vietnamese authorities.
Overall, Donaco recorded FY23 total EBITDA of A$9.6 million, a substantial increase from prior year’s negative EBITDA of A$4.4 million. The group
recorded total positive operational cash flow of A$11.3 million, a significant improvement on FY22’s negative operational cashflow of A$5.7 million.
The strong operational returns are in line with our continued efforts to recover Donaco’s business following the Covid-19 pandemic. Additionally, we
ended the year with a solid cash and cash equivalents balance of A$16.7 million as of 30 June 2023.
Looking ahead to the financial year 2024, we anticipate Donaco’s continued momentum to be sustained as a result of the projected increase in
travel activity. Our outlook remains promising, and we will continue to manage the challenges and opportunities that arise while pursuing growth
ahead.
I would also like to take the opportunity to thank you, our shareholders for your continued support, patience and trust in the business.
Porntat Amatavivadhana
Chairman
3
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
From the Chief Executive Officer
Dear Shareholders,
FY23 was a return to normality for Donaco following previous challenges stemming from the Covid-19 pandemic. The year resulted in FY23 Group
revenue of A$24.3 million compared to A$2.4 million in FY22, and Group EBITDA of A$9.6 million, a significant increase from FY22 negative
EBITDA of A$4.4 million.
Star Vegas commenced a gradual return to steady operations following its reopening in June 2022, aided by the Cambodia-Thai borders reopening.
Since reopening, a number of strategic initiatives took place. Gaming machine arrangements were restructured, retail outlets were introduced and
agreements reorganised with junket operators. These operational efficiencies have benefitted Star Vegas, and the business is now looking for
further junket operators and to increase visitors to the casino.
Looking at Aristo which resumed operations in May 2020, the business received increased visitations from Chinese customers as the Vietnam-China
borders fully reopened in January 2023. In order to attract VIP visitors, Aristo reduced the minimum turnover requirement to qualify as an active
junket operator, from RMB 6 million to RMB 3 million. The move encouraged the return of junket operators, accelerating traction in VIP visitors,
and contributed to Aristo’s gaming and non-gaming revenue.
During the financial year 2023, Donaco continued to take stringent cost control measures and remained focused on driving a resilient business in
order to meet commitments to shareholders and stakeholders.
The travel flows between the Thailand-Cambodia and Vietnam-China borders are expected to continue to ramp-up and benefit our operations, in
addition to various Government initiatives with major tourism campaigns. Aristo was acknowledged as the only 5-star hotel in the city of Lao Cai
for a period of 5 years, which also presents a major opportunity to attract new customers. With an estimated annual capacity of 1.5 million
passengers, the construction of Sapa airport in Lao Cai, the regional area where Aristo is located, is also envisaged to provide substantial economic
potential for Donaco once the airport opens in 2025.
As we continue to manage the business, we expect a recovery to accelerate into the financial year 2024.
Lee Bug Huy
Group Chief Executive Officer
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DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated
entity' or 'group') consisting of Donaco International Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled
at the end of, or during, the year ended 30 June 2023.
Directors
The following persons were directors of Donaco International Limited as at the beginning of the financial year or until the date of this report, unless
otherwise stated:
Roderick John Sutton
Lee Bug Huy
Porntat Amatavivadhana
Andrew Phillips
Issaraya Intrapaiboon
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of the operation of leisure and hospitality businesses
across the Asia Pacific region, specifically:
●
●
operation of a hotel and casino in northern Vietnam; and
operation of a hotel and casino in Cambodia.
Dividends
No dividends were paid for the year ended 30 June 2023.
Review of operations and financial results
Result Highlights
Underlying net loss after tax (NLAT) attributable to owners of the Company of A$1 million, up from NLAT of A$16.5 million in FY22, primarily due
to an impairment charge of A$26.7 million that was recognised during the year (impairment charge of $0.7 million in FY22). Revenue at Star Vegas
and Aristo improved substantially in the second half of FY23, following the gradual resumption of operations in both casinos after limited prior
activity due to the pandemic.
● Statutory NLAT
● Contribution of non-recurring items in NLAT
● Underlying NLAT
● Group Revenue
- Star Vegas revenue
- Aristo revenue
● Group Earnings Before Interest, Tax, Depreciation, Amortisation and Impairment (EBITDA)
● Underlying Group EBITDA
● Balance sheet with
‒ Cash
‒ Borrowings
‒ Net debt
‒ Net debt to equity ratio
2023
$ million
2022
$ million
(36.7)
(35.7)
(1.0)
24.3
19.9
4.4
9.6
9.6
16.7
18.3
1.6
1.3%
(16.5)
-
(16.5)
2.4
0.9
1.5
(4.4)
(4.4)
6.1
16.9
10.8
7.1%
Reported loss after tax attributable to owners of the Company was A$36.7 million, which included non-recurring items totalling A$35.7 million. In
contrast, the loss after tax reported in FY22 was A$16.5 million.
The non-recurring items in FY23 include A$4.5 million for the Star Vegas licence impairment, A$22.2 million for Lao Cai
impairment which
comprises A$2.4 million for write-off of goodwill and A$19.8 million impairment allocated against Lao Cai's property, plant and equipment, land
right and construction in progress and A$9.0 million for Lao Cai tax fine and penalty.
Excluding the non-recurring items, underlying NLAT for the Group was A$1 million, up from underlying NLAT of $16.5 million in FY22.
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DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Review of operations and financial results (continued)
Venue Performances
Star Vegas - FY23 v FY22
● Net Gaming Revenue up 2232% to A$18.2 million
● Non-Gaming Revenue up 931% to A$1.7 million
●
EBITDA up to a profit of A$10.8 million
Property Level NPAT up to profit of A$3.4 million (excluding impairment)
●
●
Property Level impairment of A$4.5 million
Star Vegas in Cambodia reopened for limited operations on 18 June 2022 and has since reached full operational capacity. As operations advanced
to full capabilities, Star Vegas delivered positive results, generating net revenue of A$19.9 million and EBITDA of A$10.8 million.
Aristo International Hotel - FY23 v FY22
● Net Gaming Revenue up 131% to A$2.8 million
● Non-Gaming Revenue up 496% to A$1.6 million
●
●
●
EBITDA up to a profit of A$1.5 million
Property Level NPAT up to loss of A$1.5 million (excluding impairment, tax and penalties)
Property Level impairment of A$22.2 million
In the first half of FY23, Aristo was affected by the decrease in foreign visitors as the border between Vietnam and China remained closed. Since
the reopening of the border in January 2023, operations have steadily resumed which resulted in Aristo delivering net revenue of A$4.4 million and
EBITDA of A$1.5 million. VIP turnover has also accelerated since February 2023 with an average room occupancy of 40.18% on weekdays and
52.78% on weekends.
Capital Management
Unsecured loan facilities are held with Mr Lee Bug Huy, the current Chief Executive Officer and executive director. As at 30 June 2023, US$12.1
million (AU$18.3 million as at 30 June 2023 spot rate) had been drawn down on the loans, leaving an unutilised portion of US$0.7 million (AU$1.0
million as at 30 June 2023 spot rate). Under an annex to the original loan facility agreement that was entered into on 20 September 2023, the
original loan facility of US$7.8 million (AU$11.8 million as at 30 June 2023 spot rate) is due to be repaid by 22 July 2027, six years from the first
drawdown (as extended from the original repayment due date of 22 July 2024), while the additional loan facility of US$5 million (AU$7.5 million as
at 30 June 2023 spot rate) is due to be repaid by 13 May 2026, four years from the first drawdown. The lender however may at any time require
early repayment with a minimum of one month's prior notice. The lender has provided a letter of financial support to Donaco which states that he
will not withdraw or call upon the loan should it affect any creditors of the Company and its subsidiaries in a detrimental way. Such financial
support is provided for the foreseeable future covering a minimum period of 12 months from the date of issue of the audited financial statements
for the year ended 30 June 2023.
Material business risks
The Board of Directors is committed to monitoring and mitigating business risks faced by the business, including the following key risks that have
the potential to materially impact its material prospects:
Regulatory
The regulatory framework in which the Company operates is not only complex but also subject to change from time to time, which may impact the
environment in which the Company operates. Over the past financial year, there has also been continued focus on regulatory oversight of casino
operators in Cambodia and Vietnam. Regulatory risk is mitigated by close monitoring of the evolving regulatory landscape, including maintaining
frequent and transparent engagement with the governments and regulators in the jurisdictions in which the Company operates and with industry
stakeholders to ensure that expectations are met and high standards of compliance are maintained.
All the aforementioned risks are managed through the Company’s Risk Management Policy which includes review and monitoring by the Audit and
Risk Management Committee and the Board.
Political and compliance
The Company must comply with a range of statutory requirements in multiple jurisdictions. Changes to fiscal or regulatory regimes, adverse
changes to tax laws, difficulties in interpreting or complying with local
laws, material differences in sustainability standards and practices, or
changes to existing political, judicial or administrative policies and changing community expectations.
The Company seeks to manage and minimise this risk through its existing risk management framework.
6
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Review of operations and financial results (continued)
Material business risks (continued)
Anti-bribery and corruption
The Company operates in an industry which presents high money-laundering risks and in jurisdictions with varying degrees of political, economic
and judicial stability, which also exposes the Company to the risk of bribery and corruption.
The Company has a clear Anti-Bribery and Anti-Corruption Policy and internal controls and procedures in place to protect against such risks.
However, there can be no assurances that such controls, policies and procedures will absolutely protect the Company from potentially improper or
criminal acts.
Liquidity and solvency
The Company’s ability to achieve its business objectives is dependent on it being able to effectively manage its liquidity and solvency throughout a
period of no and/or significantly diminished revenue and earnings. There is significant complexity related to managing those matters, and the
Company’s ability to demonstrate fiscal resilience during these times is critical to maintaining long term investor and regulatory confidence.
The Company manages liquidity risk by continuously monitoring forecast and actual cash flows and maintaining flexibility in funding by keeping
committed credit lines available with a variety of counterparties and maintaining transparent relationships with its lenders.
Given the cautious economic outlook and the ongoing regulatory focus, the Company continues to adopt a conservative approach to capital
management.
Loss of casino license
A significant disruption to operations would arise through the suspension, cancellation or expiry of any of the Company’s casino licences, which
would have a significant negative impact.
The Company has mitigated this risk by maintaining a robust compliance culture and practices to ensure compliance with licence conditions and
gaming legislation and regulations, and maintaining engagement with the governments and regulators in each jurisdiction in which the Company
operates.
Significant changes in the state of affairs
There were no significant changes in the state of affairs during the financial year.
Matters subsequent to the end of the financial year
Additional funding
In July 2023, a repayment of US$0.1 million (AU$0.2 million as at 30 June 2023 spot rate) was made in relation to the shareholder loan, with a
subsequent draw down of the same amount made in the same month. A further US$0.1m (AU$0.2 million as at 30 June 2023 spot rate) was drawn
down in August 2023, with a repayment of the same amount also made in the same month. In September 2023, a repayment of US$0.1 million
(AU$0.2 million as at 30 June 2023 spot rate) was drawn down, with a repayment made of the same amount in the same month. The unutilised
portion of the additional loan facility entered into on 2 May 2022 is US$0.7 million (AU$1.0 million as at 30 June 2023 spot rate). Under an annex
to the original loan facility agreement that was entered into on 20 September 2023, the repayment due date of the original loan facility of US$7.8
million (AU$11.8 million as at 30 June 2023 spot rate) has been extended to 22 July 2027, from the original repayment due date of 22 July 2024.
Lao Cai tax collections and penalties
On 31 July 2023, Lao Cai engaged with the Vietnamese General Department of Taxation (GDT) to further discuss the complaint letter that it had
submitted to the GDT regarding its tax decision issued on 30 January 2023. On 12 September 2023, the GDT issued Decision No. 1357/QD-TCT
regarding the settlement of the first legal complaint submitted by management on 6 February 2023. In this decision, based on its review of the
first complaint and the supporting documents submitted, the GDT concluded that it disagrees with the content of the first complaint and decides
that the fine for the tax administrative violations as set out in Decision No. 15/QD-TCT remains unchanged. Decision No. 1357/QD-TCT also notes
that, should Lao Cai disagree with this decision, management has the right to make a legal complaint to the Vietnamese Ministry of Finance (MoF)
or to sue the GDT in court in line with legal regulations on administrative proceedings within 30 days from the date of receiving this decision. In
response to Decision No. 1357/QD-TCT, management has submitted a second letter of legal complaint on 22 September 2023 to provide further
explanation for excluding floating chips from taxable revenue, and to request that the MoF consider readjustment of the taxable revenue of Lao Cai
for FY2018, FY2019 and FY2020 as well as the associated tax shortfall and penalties. The response from the MoF is still pending, and there remains
significant uncertainty regarding the outcome.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the consolidated entity's
operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
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DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Likely developments and expected results of operations
The company operates leisure and entertainment businesses across the Asia Pacific region.
Our largest business is the Star Vegas Resort & Club, a successful casino and hotel complex in Poipet, Cambodia, on the border with Thailand. Star
Vegas was established in 1999, and is the largest and highest quality of the Poipet casino hotels. The property has more than 100 gaming tables,
more than 800 slot machines, and 385 hotel rooms.
Our flagship business is the Aristo International Hotel, a successful boutique casino in northern Vietnam, located on the border with Yunnan
Province, China. Established in 2002, the property is now a five star resort complex with 400 hotel rooms. Donaco is a pioneer casino operator in
Vietnam, and owns a 95% interest in the business, in a joint venture with the Government of Vietnam.
The full reopening of the borders between Vietnam and mainland China where historically majority of Lao Cai’s customers come from, has resulted
in an increase in patronage at the Lao Cai casino since January 2023 and delivered better than forecast results for the period January 2023 to June
2023. Management believe that international travel will continue to increase, particularly from January 2024 when they anticipate the return of
more players and junkets from mainland China during the Lunar New Year in January 2024, as experienced in the past. The casino expects to
resume full twenty-four hour operations in FY2024. The recent recognition by the Lao Cai Ministry of Culture, Sports and Tourism of Aristo as the
only 5-star hotel in the Lao Cai province also presents a major opportunity for Lao Cai to attract a significant number of new customers. It is also
noted that the construction of the Sapa airport in Lao Cai presents a significant opportunity for Aristo to attract a significant number of new
customers. The airport has a capacity of 1.5 million passengers a year and is expected to be open in 2025. Additionally, Lao Cai has settled all its
local bank loans and has no further bank loan agreements in effect. The Cambodian government also recently launched a major tourism campaign
to attract Thai visitors, which management anticipates would result in positive flow-on effects to the DNA Star Vegas (DSV) casino. Donaco will also
continue to refine its focus on maximising operational efficiencies across both Lao Cai and DSV operations, as well as practising prudent financial
management to maintain healthy cash balances.
Except as noted above, information on likely developments in the operations of the consolidated entity and the expected results of operations have
not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity.
Environmental regulations
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Information on directors
Name:
Title:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in Options:
Name:
Title:
Experience and expertise:
Roderick John Sutton
Non-Executive Director
Mr Sutton has over 25 years' experience in business advisory and
management. He is currently a Special Advisor to the Asia Pacific region of
FTI Consulting, a professional services and consulting business listed on
the New York Stock Exchange. Upon joining FTI Consulting in 2020, Rod
was appointed as its Chairman of Asia Pacific. In that role he had oversight
of all elements of the Asia Pacific business including FTI Consulting's
numerous client-facing activities, regional and global strategy, vetting of
acquisition opportunities, and management of all support functions.
None
None
Chair of the Audit & Risk Management Committee (effective 19 December
2019 and re-appointed 2 September 2020)
1,539,000 ordinary shares
None
Lee Bug Huy (Techatut Sukcharoenkraisri)
Executive Director
Mr Lee is Vice President at the Casino at Star Vegas Casino & Resorts Co,
Ltd where he has been responsible for developing the model for the slot
machine business. He has significant experience in gaming and casino
management and has previously acted as an executive director of the
Company (previously appointed on 1 July 2015). Mr Lee holds a BSc
majoring in Chemical Engineering.
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in Options:
None
None
Chief Executive Officer (effective 3 September 2020)
260,451,476 ordinary shares
None
8
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Information on directors (continued)
Name:
Title:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in Options:
Name:
Title:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in Options:
Name:
Title:
Experience and expertise:
Porntat Amatavivadhana
Non-Executive Chairman
Mr Amatavivadhana is a founding principal and CEO of Infinite Capital, a
successful boutique corporate advisory firm based in Bangkok. He has
considerable experience in mergers & acquisitions, corporate restructuring
and capital raisings. Mr Amatavivadhana is currently an independent
director at Sansiri Plc, one of the largest real estate developers in Thailand,
which is listed on the Stock Exchange of Thailand. Mr Amatavivadhana has
also previously acted as non-executive director of the Company (previously
appointed 1 July 2015). Mr Amatavivadhana holds a MSc in Management
Science and a BA in Finance and Banking.
Sansiri Plc (BKK: SIRI)
None
None
3,355,405 ordinary shares
None
Andrew Guy Phillips
Independent non-executive director
Mr Phillips brings over 25 years' experience working in senior financial and
commercial management positions with both publicly listed companies and
multinationals based in Australia and New Zealand. He has a thorough
international finance and corporate services and has an
knowledge of
extensive network of contacts throughout Asia and the Americas.
Lithium Power International Ltd (ASX: LPI)
Southern Cross Exploration NL (ASX: SXX)
None
None
None
None
Issaraya Intrapaiboon
Non-executive director
Mr Intrapaiboon has over 20 years' experience in engineering, operation,
maintenance and planning within the water section. He is currently the
Manager Treatment Plants for Unitywater, Australian provider of essential
water supply and sewage treatment services, bringing in-depth capability
in leading large teams and managing an operational budget of $20+
million.
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in Options:
None
None
None
None
None
'Other current directorships' and 'Former directorships (last 3 years)' quoted above are directorships for listed entities only, and exclude
directorships of all other types of entities, unless otherwise stated.
9
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Company secretary
The company secretary is Ms Joan Dabon as of 19 September 2023. Prior to this, the company secretary was Mr Hasaka Martin. Ms Dabon is a
Chartered Secretary with Source Governance and has over 7 years' experience in providing company secretarial and corporate advisory services to
listed companies across a variety of sectors.
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2023,
and the number of meetings attended by each director were:
Roderick John Sutton
Lee Bug Huy
Porntat Amatavivadhana
Andrew Phillips
Issaraya Intrapaiboon
Full board
Audit & Risk
Management
Committee
Nominations,
Remuneration &
Corporate
Governance
Committee
Attended
Held
Attended
Held
Attended
Held
3
3
3
3
3
3
3
3
3
3
3
-
-
3
3
3
-
-
3
3
-
-
-
-
-
-
-
-
-
-
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the
requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity,
directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
Executive Summary
Principles used to determine the nature and amount of remuneration
●
● Details of remuneration
● Share-based compensation
● Additional disclosures relating to key management personnel
Executive Summary
Donaco uses a simple framework for executive remuneration, consisting of three elements:
1.
2.
3.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits (if any)
Short-term incentives, which are paid in cash, but only if executives satisfy applicable key performance indicators (“KPIs”)
Long-term incentives, under which executives may receive annual grants of restricted shares purchased on market, but only if applicable KPIs
are satisfied. The shares vest over a three-year period.
For short-term incentives in FY23, the following KPIs applied:
1.
2.
3.
4.
Achievement of the budgeted earnings before interest, tax, depreciation and amortisation (EBITDA) target for the Donaco Group (30%)
Achievement of the budgeted revenue target for the Star Vegas property, in Thai Baht terms (25%)
Achievement of the budgeted revenue target for the Aristo property, in Chinese Renminbi terms (25%)
Achievement of a personal KPI relating to the executive’s individual areas of responsibility (20%)
The third KPI above was met while the first two KPIs above were not satisfied for FY23. One executive satisfied their personal KPI during the year.
For long-term incentives in FY23, the following KPI was required to be satisfied:
1.
Achievement of the budgeted earnings before interest, tax, depreciation and amortisation (EBITDA) target for the Donaco Group
This KPI was not satisfied, and accordingly no long-term incentives were awarded.
Shareholders should note that share price movements per se are not an applicable KPI. Share prices are affected by many factors beyond the
control of management. However all of the applicable KPIs should, if achieved, have a positive impact on Donaco’s performance, which would
normally be reflected in the share price, subject to any external factors. Accordingly, the remuneration framework focuses executives on matters
that they can control, which are expected to provide benefits to shareholders through a higher share price.
In addition, the award of restricted shares under the long term incentive plan aligns the interests of executives with shareholders. Executives
benefit directly if the share price increases, and also suffer directly if the share prices decreases.
10
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Remuneration report (audited) (continued)
Principles used to determine the nature and amount of remuneration
Introduction
The performance of the consolidated entity depends on the quality of its directors and executives. The remuneration philosophy is to attract and
retain high quality personnel, and motivate them to achieve high performance.
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the
results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders,
and it is considered to conform to the market best practice for the delivery of reward.
Board Oversight
The Board has an established Nominations, Remuneration and Corporate Governance Committee (the “Remuneration Committee”). It is primarily
responsible for setting the overall remuneration policy and guidelines for the Company, and its functions include:
●
●
●
●
reviewing and recommending to the Board for approval, the Company's general approach towards remuneration, and to oversee the
development and implementation of remuneration programs;
reviewing and recommending to the Board for approval, corporate goals and objectives relevant to the remuneration of the Managing
Director/Chief Executive Officer, and evaluating the performance of the Managing Director/Chief Executive Officer in light of those goals and
objectives;
reviewing and recommending to the Board for approval, remuneration programs applicable to the Company executives, and ensuring that
these programs differ from the structure of remuneration for non-executive directors; and
reviewing the remuneration of non-executive directors, and ensuring that the structure of non-executive directors' remuneration is clearly
distinguished from that of executives by ensuring that non-executive directors are remunerated by way of fees, do not participate in schemes
designed for the remuneration of executives, do not receive options or bonus payments, and are not provided with retirement benefits other
than statutory superannuation.
All matters in respect of nomination and remuneration are currently being addressed at the Board level.
Remuneration Framework
In consultation with external remuneration consultants when necessary (refer to the section 'Use of Remuneration Consultants' below), the
Remuneration Committee has structured an executive remuneration framework that is market competitive and complementary to the reward
strategy of the consolidated entity. The framework is designed to satisfy the following key criteria for good reward governance practices:
●
●
●
●
aligned to shareholders’ interests
competitiveness and reasonableness
performance linkage/alignment of executive compensation
transparency
The remuneration framework is aligned to shareholders' interests:
●
●
●
has economic profit as a core component of plan design
focuses on sustained growth in shareholders wealth, consisting of growth in share price, as well as focusing the executive on key non-financial
drivers of values
attracts and retains high calibre executives
The remuneration framework is also aligned to program participants' interests, in that it:
●
●
●
rewards capability and experience
reflects competitive reward for contribution to growth in shareholders wealth
provides a clear structure for earning rewards
All remuneration paid to directors and executives is valued at cost to the Company and expensed.
In accordance with best practice corporate governance, the structures of remuneration for non-executive directors and for executives are separate.
11
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Remuneration report (audited) (continued)
Principles used to determine the nature and amount of remuneration (continued)
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive
directors' fees and payments are reviewed annually by the Remuneration Committee. The Remuneration Committee may, from time to time,
receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with
the market.
There are no bonuses payable to non-executive directors, and there are no termination payments for non-executive directors on retirement from
office, other than statutory superannuation entitlements. Non-executive directors are not granted options or shares.
ASX Listing Rules require that the aggregate of non-executive directors' remuneration be determined periodically by a general meeting. The most
recent determination was at the 2013 Annual General Meeting, where the shareholders approved a maximum aggregate remuneration of $750,000,
including statutory superannuation contributions.
Executive remuneration
The consolidated entity's remuneration policy is to ensure that executive remuneration packages properly reflect a person’s duties and
responsibilities, and that remuneration is competitive in attracting, retaining and motivating executives of the highest calibre. As a result,
remuneration packages for the Managing Director/Chief Executive Officer and senior executives include both fixed and performance-based
remuneration.
The executive remuneration and reward framework has three components:
●
●
●
fixed remuneration, consisting of base salary and non-monetary benefits, together with other statutory forms of remuneration such as
superannuation and long service leave
short-term incentives, paid in cash
long term incentives, currently consisting of restricted shares purchased on market
The combination of these components comprises the executive's total remuneration.
Fixed remuneration
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits (if any), is determined by considering the scope of the
executive’s responsibility, importance to the business, competitiveness in the market, and assessed potential. The total remuneration package for
executives includes superannuation and other non-cash benefits to reflect the total employment cost to the Company, inclusive of any fringe
benefits tax.
Fixed remuneration is reviewed annually by the Remuneration Committee, based on individual and business unit performance, the overall
performance of the consolidated entity, and comparable market remuneration.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not
create any additional costs to the consolidated entity and provides additional value to the executive.
The objective of the fixed remuneration component is to attract and retain high quality executives, and to recognise market relativities and
statutory requirements.
Short term incentives
The short term incentive (STI) framework provides senior executives with the opportunity to earn an annual cash bonus, up to a maximum amount
of 50% of base salary. Clear key performance indicators (KPIs) have been established by the Remuneration Committee. Achievement of these
KPIs gives the executive an opportunity to earn a fixed percentage of their maximum STI, subject to final review and approval by the Board.
12
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Remuneration report (audited) (continued)
Principles used to determine the nature and amount of remuneration (continued)
For FY23, the KPIs applied and the applicable percentage of STI were:
1.
2.
3.
Achievement of the budgeted earnings before interest, tax, depreciation and amortisation (EBITDA) target for the Donaco Group. The
applicable EBITDA target was AUD12.7m (This KPI is worth 30% of the potential incentive).
Achievement of the budgeted revenue target for the Star Vegas property, in Thai Baht terms. The applicable revenue target was THB579.8
million (25%).
Achievement of the budgeted revenue target for the Aristo property, in Chinese Renminbi terms. The applicable revenue target was RMB13.2
million (25%).
4.
Achievement of a personal KPI relating to the executive’s individual areas of responsibility (20%).
The objective of these KPIs is clearly designed to focus on financial criteria, including top line revenue growth, while maintaining a focus on
disciplined cost control, as expressed through the EBITDA target for the Group.
In addition, executives also maintained a focus on key non-
financial criteria, relating to the personal KPI applicable to the individual executive’s area of responsibility.
The third KPI above was met while the first two KPIs above were not satisfied for FY23. One executive satisfied their personal KPI during the year.
Long term incentives
The long-term incentive ('LTI') program currently consists of restricted shares purchased on market. This plan was adopted in FY17 to replace the
former option plan, which was thought to be excessively complex, and could potentially result in significant dilution of shareholders.
The objective of the LTI component is to focus on sustainable shareholder value creation, as expressed through share price growth.
Under the LTI plan, the Board has actively sought to align senior executive remuneration with shareholder interests. Shares are purchased on
market and held in an employee share trust (the Trust). The shares will vest to the employees over the vesting period of three years. The aim of
the scheme is to ensure that executives are motivated to think like shareholders, with a focus on taking actions that will lead to sustainable
increases in the share price. The structure of the scheme also ensures that there is no dilution of shareholders.
The total annual dollar value of shares to be purchased is a maximum of A$1,000,000. The number of shares to be purchased each year will
depend on the share price at the time that purchases take place.
The scheme is executed in a similar manner to an on-market buy-back, allowing the Trust to stand in the market and purchase shares at
appropriate times. However, the shares will not be cancelled, but will be held in the Trust, to be distributed to employees over the vesting period of
three years.
LTI awards are made on an annual basis, subject to achievement of applicable KPIs. This ensures that at any given time, the executives have at
risk a number of LTI awards, with different vesting periods and amounts. This helps to smooth out both the risk and the cash flow for the
Company and for executives.
The LTI scheme allows for an award of a maximum of 50% of base salary in the form of restricted shares, subject to achievement of applicable
KPIs which are set annually.
During FY23 and FY22, the Trust did not purchase any shares on market. The applicable KPI was not satisfied in both years, and accordingly no
awards of shares were made.
Relationship between remuneration policy and company performance
As detailed above, Donaco’s remuneration policy is directly linked to company performance, particularly in relation to top-line revenue growth and
cost control, to ultimately create long-term shareholder value. STI and LTI awards are dependent on defined KPIs being met, which are primarily
financial in nature, and are at the discretion of the Remuneration Committee.
13
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Remuneration report (audited) (continued)
Principles used to determine the nature and amount of remuneration (continued)
Over the six-year period from FY15 to FY20, revenue and EBITDA have increased at an average annual growth rate of 21.25% and 79.94%
respectively, driven by Star Vegas becoming part of the Group at the beginning of FY16. The COVID-19 pandemic adversely affected revenue and
EBITDA in the FY21 and FY22 years, which resulted in a minimal increase in average growth rates over the eight-year period to FY22. The rollout of
vaccines and decline in infection rates led to the gradual resumption of casino operations throughout FY23, as international borders reopened and
travel resumed. This has resulted in an improvement in the average growth rate for revenue and EBITDA over the nine-year period to FY23, of
2.22% and 42.98% respectively.
Donaco’s share price has been declining in recent years, reflecting lower earnings brought on by the Star Vegas vendor’s breaches of the non-
compete agreement, market concerns over the resulting legal disputes, and in FY20, FY21 and FY22 as a result of the COVID-19 pandemic.
However, the share price has improved in FY23, reflecting the resumption of operations and international travel following the end of the restrictions
imposed during the pandemic.
20%
10%
0%
-10%
-20%
-30%
-40%
DNA annual share price performance
14%
0%
3%
-29%
-31%
-28%
9 years
8 Years
7 Years
-36%
6 Years
-23%
-28%
5 Years
4 Years
3 Years
2 Years
1 Year
The Nominations, Remuneration and Corporate Governance Committee considers that the remuneration framework has an appropriate mix of fixed
and performance based remuneration. Since performance during FY23 did not meet expectations, executives forfeited all or the majority of their
short term incentive, and also forfeited all of their long term incentive.
The Committee also considers that the remuneration framework in place will assist to increase shareholder wealth if maintained over the coming
years, subject to any adjustments that are necessary or desirable to reflect the Company's circumstances.
Use of remuneration consultants
There were no remuneration consultants engaged during the financial years ended 30 June 2022 and 30 June 2023.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity consisted of the following directors of Donaco International Limited:
Porntat Amatavivadhana - Non-Executive Chairman
Lee Bug Huy - Executive Director
● Roderick John Sutton - Non-Executive Director
●
●
● Andrew Phillips - Non-Executive Director
●
Issaraya Intrapaiboon - Non-Executive Director
And the following person:
● Gordon Lo - Chief Financial Officer
14
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Remuneration report (audited) (continued)
Details of remuneration (continued)
Post
employment
Long-term
Share-based
Short-term benefits
benefits
benefits
payments
Cash salary
and fees
$
Termination
payment
$
Bonus
$
Super
$
Leave
entitlements
$
Equity-
settled
$
Total
$
2023
Non-Executive
Directors:
Roderick Sutton
Porntat
Amatavivadhana
Andrew Phillips
Issaraya
Intrapaiboon
Executive
Directors:
Lee Bug Huy
Other Key
Management
Personnel:
Gordon Lo
120,000
120,000
132,600
120,000
300,000
267,307
1,059,907
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12,600
-
99,495
99,495
3,411
16,011
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The bonus above was paid during FY23 and relates to performance for the period 1 January 2022 to 31 December 2022.
No bonus amounts were accrued to directors and key management personnel in FY23 for performance during FY23.
Short-term benefits
Post
employment
benefits
2022
Cash salary
and fees
$
Termination
payment
$
Bonus
$
Super
$
Long-term
benefits
Leave
entitlements
$
Share-based
payments
Equity-
settled
$
Non-Executive Directors:
Roderick Sutton
Porntat
Amatavivadhana
Andrew Phillips
Issaraya
Intrapaiboon
120,000
120,000
132,000
120,000
Executive Directors:
Lee Bug Huy
300,000
Other Key Management Personnel:
248,949
Gordon Lo
1,040,949
-
-
-
-
-
-
-
-
-
-
-
-
92,820
92,820
-
-
-
12,000
-
3,177
15,177
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The bonus above was paid during FY22 and relates to performance for the period 1 January 2021 to 31 December 2021.
No bonus amounts were accrued to directors and key management personnel in FY22 for performance during FY22.
120,000
120,000
132,600
132,600
300,000
370,213
1,175,413
Total
$
120,000
120,000
132,000
132,000
300,000
344,946
1,148,946
15
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Remuneration report (audited) (continued)
Details of remuneration (continued)
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Roderick Sutton
Porntat Amatavivadhana
Andrew Phillips
Issaraya Intrapaiboon
Executive Directors:
Lee Bug Huy
Other Key Management
Personnel:
Gordon Lo
Fixed remuneration
2023
2022
At risk - STI
At risk - LTI
2023
2022
2023
2022
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
73%
73%
27%
27%
0%
0%
The proportion of the cash bonus paid/payable or forfeited is as follows:
Name
Other Key Management Personnel:
Gordon Lo
Cash bonus paid/payable
2023
2022
Cash bonus forfeited
2022
2023
100%
100%
0%
0%
Criteria for performance-based remuneration
The short-term incentive ('STI') program is designed to align the targets of executives with the targets of the consolidated entity. STI payments
are granted to executives based on specific annual targets and key performance indicators ('KPIs') being achieved. The Board, advised by the
Nominations, Remuneration and Corporate Governance Committee, applied these criteria in determining the award of performance-based
remuneration during the year.
For performance during FY23, the relevant criteria for the award of bonuses relate to revenue growth at each operating business, namely the Star
Vegas and the Aristo International Hotel, as well as the achievement of budgeted EBITDA targets for the consolidated entity, and a personal KPI for
each executive.
There were no share options granted or forfeited during the year (2022: nil).
Service Agreements
Remuneration and other terms of employment for the Chief Executive Officer, Chief Financial Officer and the other key management personnel are
formalised in contracts of employment. The service agreements specify the components of remuneration, benefits and notice periods. The specified
executives are employed under contracts with no fixed term. The company may terminate the contracts immediately if the executive is guilty of
serious misconduct or wilful neglect of duties. Otherwise, the company may terminate the contracts by giving between three to six months’ notice
or paying three to six months’ salary, as stipulated in the contracts.
16
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Remuneration report (audited) (continued)
Share-based compensation
Shares
There were no shares granted as part of compensation during the year ended 30 June 2023.
Options
There were no options issued as part of compensation during the year ended 30 June 2023.
There were no options over ordinary shares granted to or vested by directors and other key management personnel as part of compensation during
the year ended 30 June 2023.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management personnel of the
consolidated entity, including their personally related parties, is set out below:
Ordinary shares
Roderick Sutton
Gordon Lo
Lee Bug Huy
Porntat Amatavivadhana
Andrew Phillips
Issaraya Intrapaiboon
Balance at the
start of the year
Received as part
of remuneration
Additions /
(disposals)
Other changes
during the year
Balance at the
end of the year
1,539,000
-
260,451,476
3,355,405
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,539,000
-
260,451,476
3,355,405
-
-
Option holding
There were no options over ordinary shares in the company held during the financial year.
Transactions with related parties and key management personnel
The following transactions occurred with related parties during the year:
Interest expenses on shareholder loan from Mr Lee Bug Huy
The above transactions occurred at commercial rates.
Loans to/from related parties
The following loan balances were held with related parties at year end:
Shareholder loan from Mr Lee Bug Huy
Interest payable to Mr Lee Bug Huy
The loan was made on normal commercial terms and conditions at market rates.
This concludes the remuneration report, which has been audited.
Consolidated
2023
$
(1,157,992)
2022
$
(460,905)
Consolidated
2023
$
18,325,650
1,618,896
2022
$
15,140,354
460,905
17
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Shares under option
There were no unissued ordinary shares of Donaco International Limited under option at the date of this report.
Shares issued on the exercise of options
There were no ordinary shares of Donaco International Limited issued, during the year ended 30 June 2023 and up to the date of this report, on
the exercise of options granted (2022: nil).
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related
entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to
intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of
those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note
27 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial 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 are of the opinion that the services as disclosed in note 27 to the financial statements do not compromise the external auditor's
independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
●
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional
Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting
in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and
rewards.
Auditor
Crowe Sydney continues in office in accordance with section 327 of the Corporations Act 2001.
The directors had granted an approval under section 324DAA of the Corporations Act 2001 to extend the rotation period of the lead auditor for an
additional two years, which ended on 30 June 2023.
The Audit Committee Members were satisfied that the approval:
●
●
was consistent with maintaining the quality of the audit provided to the company; and
would not give rise to a conflict-of-interest situation (as defined in section 324CD of the Corporations Act 2001).
Notification of the approval to extend the auditor term was made in accordance with section 324DAC of the Corporations Act 2001.
The directors are in the process of appointing a new auditor.
Officers of the company who are former partners of Crowe Sydney
There are no officers of the company who are former partners of Crowe Sydney.
18
DONACO INTERNATIONAL LIMITED
ABN 28 007 424 777
30 June 2023
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page.
This report is made in accordance with a resolution of directors, pursuant to section 298 (2) (1) of the Corporation Act 2001 .
On behalf of the directors
Mr Porntat Amatavivadhana
Non-Executive Chairman
29 September 2023
Sydney
19
Crowe Sydney
ABN 97 895 683 573
Level 24, 1 O’Connell Street
Sydney NSW 2000
Main +61 (02) 9262 2155
Fax +61 (02) 9262 2190
www.crowe.com.au
29 September 2023
The Board of Directors
Level 43
25 Martin Place
Sydney NSW 2000
Australia
Dear Board Members
Donaco International Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the Directors of Donaco International Limited.
As lead audit partner for the audit of the financial report of Donaco International Limited for the
financial year ended 30 June 2023, I declare that to the best of my knowledge and belief, that there
have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely,
Crowe Sydney
Suwarti Asmono
Partner
Some of the Crowe personnel involved in preparing this document may be members of a professional scheme approved under Professional
Standards Legislation such that their occupational liability is limited under that Legislation. To the extent that applies, the following disclaimer
applies to them. If you have any questions about the applicability of Professional Standards Legislation Crowe’s personnel involved in preparing
this document, please speak to your Crowe adviser.
Liability limited by a scheme approved under Professional Standards Legislation.
The title ‘Partner’ conveys that the person is a senior member within their respective division, and is among the group of persons who hold an
equity interest (shareholder) in its parent entity, Findex Group Limited. The only professional service offering which is conducted by a partnership
is external audit, conducted via the Crowe Australasia external audit division and Unison SMSF Audit. All other professional services offered by
Findex Group Limited are conducted by a privately owned organisation and/or its subsidiaries.
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a
separate and independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe
Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or
partnership interest in Findex (Aust) Pty Ltd. Services are provided by Crowe Sydney, an affiliate of Findex (Aust) Pty Ltd
© 2023 Findex (Aust) Pty Ltd
20
DONACO INTERNATIONAL LIMITED
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2023
Revenue from continuing operations
4
24,327,480
2,437,085
Consolidated
Note
2023
$
2022
$
Total income
Expenses
Food and beverages
Employee benefits expense
Depreciation and amortisation expense
Impairment expense
Legal and compliance
Marketing and promotions
Professional and consultants
Property costs
Telecommunications and hosting
Gaming costs
Administrative expenses
Net loss on foreign exchange
Other expenses
Taxation fines and penalties
Finance costs
Total expenses
(Loss) before income tax expense from continuing operations
Income tax expense
24,327,480
2,437,085
(947,287)
(6,739,423)
(7,331,105)
(26,739,077)
(586,330)
(975,121)
(546,815)
(1,960,583)
(119,977)
(975,759)
(1,761,257)
(300,208)
(105,444)
(8,958,403)
(2,361,955)
(60,408,744)
(252,365)
(3,188,848)
(8,358,521)
(736,637)
(633,915)
(31,206)
(328,930)
(1,185,798)
(114,048)
(118,204)
(1,022,654)
(1,391,201)
(15,137)
-
(1,666,579)
(19,044,043)
(36,081,264)
(16,606,958)
(2,333,937)
(59,414)
5
5
5
5
6
(Loss) after income tax expense for the year
(38,415,201)
(16,666,372)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year, net of tax
Total comprehensive (loss) for the year
(Loss) for the year is attributable to:
Non-controlling interest
Owners of Donaco International Limited
Total comprehensive (loss) for the year is attributable to:
Non-controlling interest
Owners of Donaco International Limited
(Loss) per share for (loss) attributable to
the owners of Donaco International Limited
Basic (loss) per share
Diluted (loss) per share
5,188,214
7,824,283
5,188,214
7,824,283
(33,226,987)
(8,842,089)
(1,665,482)
(36,749,719)
(38,415,201)
(174,744)
(16,491,628)
(16,666,372)
(1,665,482)
(31,561,505)
(33,226,987)
(174,744)
(8,667,345)
(8,842,089)
34
34
Cents
Cents
(2.98)
(2.98)
(1.34)
(1.34)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
21
DONACO INTERNATIONAL LIMITED
Statement of financial position
As at 30 June 2023
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Intangibles (including licences)
Construction in progress
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Borrowings
Income tax payable
Employee benefits
Total current liabilities
Non-current liabilities
Trade and other payables
Lease liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Equity attributable to the owners of Donaco International Limited
Non-controlling interest
Total equity
Consolidated
Note
2023
$
2022
$
7
8
9
10
11
12
13
14
15
20
16
17
18
19
20
21
22
23
16,723,912
133,718
613,028
406,575
17,877,233
148,862,035
13,813,889
350,757
69,478
782,863
163,879,022
6,092,656
318,349
700,217
314,157
7,425,379
170,408,030
20,094,128
493,307
48,815
758,439
191,802,719
181,756,255
199,228,098
31,700,850
3,802
18,325,650
1,735,719
168,891
51,934,912
18,224,865
-
16,939,518
1,488,914
96,344
36,749,641
21,038
9,134,823
9,155,861
10,842
8,575,146
8,585,988
61,090,773
45,335,629
120,665,482
153,892,469
372,584,126
46,334,275
(298,214,278)
120,704,123
(38,641)
372,584,126
41,146,061
(261,464,559)
152,265,628
1,626,841
120,665,482
153,892,469
The above statement of financial position should be read in conjunction with the accompanying notes.
22
DONACO INTERNATIONAL LIMITED
Statement of changes in equity
For the year ended 30 June 2023
Consolidated
Note
Issued
capital
$
Accumulated Non-controlling
Reserves
$
losses
$
interest
$
Total
equity
$
Balance at 1 July 2021
372,584,126
33,321,778
(244,972,931)
1,801,585
162,734,558
Loss after income tax
for the year
Other comprehensive income for
the year, net of tax
Total comprehensive loss
for the year
-
-
-
-
(16,491,628)
(174,744)
(16,666,372)
7,824,283
-
-
7,824,283
7,824,283
(16,491,628)
(174,744)
(8,842,089)
Balance at 30 June 2022
372,584,126
41,146,061
(261,464,559)
1,626,841
153,892,469
Balance at 1 July 2022
372,584,126
41,146,061
(261,464,559)
1,626,841
153,892,469
Loss after income tax
for the year
Other comprehensive income for
the year, net of tax
Total comprehensive loss
for the year
-
-
-
-
(36,749,719)
(1,665,482)
(38,415,201)
5,188,214
-
-
5,188,214
5,188,214
(36,749,719)
(1,665,482)
(33,226,987)
Balance at 30 June 2023
372,584,126
46,334,275
(298,214,278)
(38,641)
120,665,482
The above statement of changes in equity should be read in conjunction with the accompanying notes.
23
DONACO INTERNATIONAL LIMITED
Statement of cash flows
For the year ended 30 June 2023
Cash flow from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest and other finance costs paid
Government levies, gaming taxes, income taxes and GST
Net cash flows from / (used in) operating activities
Cash flow from investing activities
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Net cash flows from investing activities
Cash flow from financing activities
Proceeds from borrowings
Repayment of borrowings
Net cash flows from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents, beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
Consolidated
Note
2023
$
2022
$
28,138,036
(13,092,121)
15,045,915
391
(50,377)
(3,745,817)
11,250,112
2,726,753
(8,091,736)
(5,364,983)
965
(346,883)
(51)
(5,710,952)
(134,118)
25,676
(108,442)
(1,889)
-
(1,889)
6,482,025
(5,760,396)
721,629
11,863,299
6,092,656
(1,232,043)
16,723,912
14,369,667
(9,734,849)
4,634,818
(1,078,023)
6,316,530
854,149
6,092,656
33(a)
33(b)
33(b)
7
The above statement of cash flows should be read in conjunction with the accompanying notes.
24
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 1. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
Going concern
At 30 June 2023, the consolidated entity recorded net current liabilities of AU$34.1 million (30 June 2022: A$29.3 million). The consolidated entity
recorded a net loss after tax of AU$38.4 million (2022: net loss after tax of AU$16.7 million), and net operating cash inflow of AU$11.3 million
(2022: net operating cash outflow of AU$5.7 million) for the year ended on that date.
Unsecured loan facilities are held with Mr Lee Bug Huy, the current Chief Executive Officer and executive director. As at 30 June 2023, US$12.1
million had been drawn down on the loans, leaving an unutilised portion of US$0.7 million (AU$18.3 million and AU$1.0 million respectively as at
30 June 2023 spot rate). Under an annex to the original loan facility agreement that was entered into on 20 September 2023, the original loan
facility of US$7.8 million (AU$11.8 million as at 30 June 2023 spot rate) is due to be repaid by 22 July 2027, six years from the first drawdown (as
extended from the original repayment due date of 22 July 2024), while the additional loan facility of US$5 million (AU$7.5 million as at 30 June
2023 spot rate) is due to be repaid by 13 May 2026, four years from the first drawdown. The lender however may at any time require early
repayment with a minimum of one month's prior notice. The lender has provided a letter of financial support to Donaco which states that he will
not withdraw or call upon the loan should it affect any creditors of the Company and its subsidiaries in a detrimental way. Such financial support is
provided for the foreseeable future covering a minimum period of 12 months from the date of issue of the audited financial statements for the year
ended 30 June 2023.
On 30 January 2023, Lao Cai received Decision No. 15/QD-TCT from the Vietnamese General Department of Taxation (GDT), dated 11 January
2023, regarding the requirement to pay tax collections and penalties primarily associated with the determination of tax payable for floating chips,
with a total amount of approximately VND 149.3 billion (approximately AU$9.6 million as at 30 June 2023 spot rate). The tax penalty and interest
is due to be paid 10 days after the receipt date of the decision, being 9 February 2023. The decision was issued after an inspection conducted by
the tax authorities for the fiscal years ended 30 June 2019, 30 June 2020 and 30 June 2021. On the basis that the tax assessment arose due to
the Vietnamese GDT's decision on inspection of Lao Cai's historical tax treatment of floating chips for prior years, management considers that a
present obligation existed as at 30 June 2023 in respect of this tax assessment. Accordingly the tax and penalties have been recognised as income
tax payable and other payables in the consolidated financial statements as at 30 June 2023. However management disagrees with this decision and
is pursuing complaint procedures in accordance with the laws and regulations of Vietnam. Management submitted a complaint letter to the
Vietnamese GDT on 6 February 2023 and received a notice from the GDT on 24 February 2023 confirming their receipt and acceptance of this
complaint letter. Lao Cai subsequently provided supporting documents which were referred to in the complaint letter to the GDT at their request.
On 31 July 2023, management and the internal checking department under the GDT engaged in a dialogue session to discuss further
management's opinion on the decision and their reasons. Following this dialogue session, Lao Cai provided further explanation on their tax
treatment of unredeemed chips to the GDT. On 12 September 2023, the GDT issued Decision No. 1357/QD-TCT regarding the settlement of the
first legal complaint submitted by management on 6 February 2023. In this decision, based on its review of the first complaint and the supporting
documents submitted, the GDT concluded that it disagrees with the content of the first complaint and decides that the fine for the tax
administrative violations as set out in Decision No. 15/QD-TCT remains unchanged. Decision No. 1357/QD-TCT also notes that, should Lao Cai
disagree with this decision, management has the right to make a legal complaint to the Vietnamese Ministry of Finance (MoF) or to sue the GDT in
court in line with legal regulations on administrative proceedings within 30 days from the date of receiving this decision. In response to Decision
No. 1357/QD-TCT, management has submitted a second letter of legal complaint on 22 September 2023 to provide further explanation for
excluding floating chips from taxable revenue, and to request that the MoF consider readjustment of the taxable revenue of Lao Cai for FY2018,
FY2019 and FY2020 as well as the associated tax shortfall and penalties. The response from the MoF is still pending, and there remains significant
uncertainty regarding the outcome. Mr Lee Bug Huy has provided a letter of financial support to Donaco which states that he will continue to
finance the operations of the Group (including the payment of the income tax payables, penalties and interests on Lao Cai of VND149.3 billion
(AU$9.6 million as at 30 June 2023 spot rate) if the Group is not able to settle the payment when it falls due. Such financial support is provided for
the foreseeable future covering a minimum period of 12 months from the date of issue of the audited financial statements for the year ended 30
June 2023.
Notwithstanding the net current liability position, management have prepared the 30 June 2023 financial report on a going concern basis. The full
reopening of the borders between Vietnam and mainland China where historically majority of Lao Cai’s customers come from, has resulted in an
increase in patronage at the Lao Cai casino since January 2023 and delivered better than forecast results for the period January 2023 to June 2023.
Management believe that international travel will continue to increase, particularly from January 2024 when they anticipate the return of more
players and junkets from mainland China during the Lunar New Year in January 2024, as experienced in the past. The casino expects to resume full
twenty-four hour operations in FY2024. The recent recognition by the Lao Cai Ministry of Culture, Sports and Tourism of Aristo as the only 5-star
hotel in the Lao Cai province also presents a major opportunity for Lao Cai to attract a significant number of new customers. It is also noted that
the construction of the Sapa airport in Lao Cai presents a significant opportunity for Aristo to attract a significant number of new customers. The
airport has a capacity of 1.5 million passengers a year and is expected to be open in 2025. Additionally, Lao Cai has settled all its local bank loans
and has no further bank loan agreements in effect. As noted above, management has lodged an appeal against the tax penalty imposed on Lao Cai
and will continue to pursue its appeal with the Vietnamese authorities.
The Cambodian government also recently launched a major tourism campaign to attract Thai visitors, which management anticipates would result
in positive flow-on effects to the DNA Star Vegas (DSV) casino. Donaco will also continue to refine its focus on maximising operational efficiencies
across both Lao Cai and DSV operations, as well as practising prudent financial management to maintain healthy cash balances.
The Board of Directors acknowledges that there remains material uncertainty over the Group's ability to meet its working capital requirements. The
ability to continue as a going concern is dependent on the following:
-
the continued support of the shareholder Mr Lee Bug Huy on the basis that the existing loans from him will not be recalled and that he will
continue to provide financing to meet operational needs, including payment of the Lao Cai tax penalties and interest; and
-
improvement in the operating environments for both the DNA Star Vegas and Aristo casino operations.
In the event that the above conditions are not satisfied, then this could have a material impact on the consolidated entity continuing as a going
concern, and therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial
statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amount and
classification of liabilities that may be necessary should the Group not continue as a going concern.
25
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
New, revised or amending Accounting Standards and Interpretations adopted
The consolidated entity has applied the following standard for the first time in the current reporting period:
• AASB 2020-3 Amendments to Australian Accounting Standards – Annual Improvements 2018-2020 and Other Amendments
The AASB made amendments to AASB 116 Property Plant and Equipment , AASB 137 Provisions, Contingent Liabilities and Contingent Assets
and AASB 3 Business Combinations, and annual improvements to AASB 16 Leases , AASB 1 First-time Adoption of International Financial
Reporting Standards, AASB 9 Financial Instruments and AASB 141 Agriculture .
The above standard did not have a significant impact on the prior and current period financial statements.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early
adopted by the consolidated entity for the annual reporting period ended 30 June 2023. These standards are not expected to have a material
impact on the entity in the current or future reporting periods and on foreseeable future transactions.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial
statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for the revaluation of financial assets and liabilities at fair
value through profit or loss and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity,
or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary
information about the parent entity is disclosed in note 30.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Donaco International Limited ('company' or 'parent
entity') as at 30 June 2023 and the results of all subsidiaries for the year then ended. Donaco International Limited and its subsidiaries together are
referred to in these financial statements as the 'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated
entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated
entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of
control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of
the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive
income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are
attributed to the non-controlling interest in full, even if that results in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in
the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the
consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
26
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports
provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and
assessing their performance.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Donaco International Limited's functional and presentation currency.
DNA Star Vegas Co Ltd, a subsidiary within the Group, has casino and hotel operations in Cambodia. Its functional currency is Thai Baht.
Donaco Singapore Pte Ltd has an interest in the Lao Cai International Hotel Joint Venture Company which operates a casino and hotel in Vietnam.
The functional currency of the Lao Cai International Hotel Joint Venture Company is Vietnamese Dong.
The subsidiaries of Donaco that operate in the aforementioned foreign countries are consolidated into the Hong Kong group (Star Vegas Group)
and the Singapore Group (Aristo Group). At this level, the presentation currency is US Dollar.
Subsequently, these consolidated groups are consolidated with the Australian operations and converted to Australian dollars.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues
and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the
dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the
foreign currency reserve in equity.
Goodwill, casino licence and fair value adjustments arising from the acquisition of a foreign operation are treated as assets and liabilities of the
foreign operations and translated at the closing rate.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
Revenue is recognised when control of the good or service is transferred to the customer, and only to the extent that it is highly probable that a
significant reversal will not occur. Revenue is measured at the fair value of the consideration received or receivable.
Gaming revenue
Revenue at the playing tables is recognised upon the differences between chips at the closing and chips at the opening of each table plus chips
transferred from the playing table to the cage, less chips transferred from the cage to the playing table. Revenue is recognised on a net basis after
commission and profit sharing is paid to junket operators.
Revenue from slot machines represents the amount received over the exchange counter less the amount returned to customers and profit-sharing
paid.
Sale of goods
The consolidated entity sale of goods consist of food and beverages sales. Revenue from the sale of goods is recognised at the point of sale, when
a group entity sells a product to the customer.
Rendering of services
Revenue from the provision of accommodation and hospitality services is recognised at a point in time as the services are provided to the
customer.
Complimentary goods or services
For gaming transactions that include complimentary goods or services being provided to customers, the consolidated entity allocates revenue from
the gaming transaction to the good or service provided based on the standalone selling price which is the arm's length price for that good or
service available to the public.
Rental income
Rental income is accounted for on a straight-line method over the lease term.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a
financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Government grants and incentives
Government grants and incentives are recognised at their fair value where there is reasonable assurance that the grants and incentives will be
received and the consolidated entity will comply with all the attached conditions.
27
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for
each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the
adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered
or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
●
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not
a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal
can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will
be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are
reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously
unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities
and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different
taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal
operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset
is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All
other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for
the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement
of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with
original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any
allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the
carrying amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the
Group will not be able to collect all amounts due according to the original terms of the receivables.
The amount of impairment loss is determined using the simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance. The expected loss rates used in measuring the expected credit losses are based on historical loss rates, adjusted to reflect current and
forward-looking information on macroeconomic factors affecting the ability of the debtors to settle the receivables. These factors include significant
financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in
payments are considered indicators that the trade receivables are impaired.
The amount of the impairment loss is recognised in the consolidated statement of profit or loss and other comprehensive income. When a trade
receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent year, it is written off against the
allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the consolidated statement of
comprehensive income.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Inventories
Inventories include consumable stores, food and beverages and are carried at the lower of cost and net realisable value. Cost is determined on a
first-in-first-out basis and comprises all costs of purchases, conversion and other costs incurred in bringing the inventories to their present location
and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and
selling expenses.
When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is
recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the
period of the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable
value, is recognised in the statement of profit or loss and other comprehensive income, in the period in which the reversal occurs.
28
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is
directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over the
shorter of their expected useful lives or lease term as follows:
Buildings and structures
Leasehold improvements
Machinery and equipment
Motor vehicles
Office equipment and other
Furniture and fittings
Consumables
25-50 years
2-5 years
5-15 years
5-6 years
3-8 years
3-8 years
1-8 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity.
Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Leases
Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the lease asset is available for use by the
consolidated entity. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of fixed payments, less any lease incentives receivable.
The lease payments are discounted using the consolidated entity's incremental borrowing rates.
Right-of-use assets are measured at cost comprising the following:
- the amount of the initial measurement of lease liability; and
- any lease payments made at or before the commencement date, less any lease incentives received.
Right-of-use assets are depreciated over the lease term on a straight-line basis.
Intangible assets
Land rights
The intangible asset includes costs incurred to acquire interests in the usage of land in the Socialist Republic of Vietnam for the original hotel,
located in Lao Cai. The term of the agreement is 30 years from the initial licencing date of 19 July 2002. These land use rights are stated at cost
less accumulated amortisation. Amortisation is calculated on a straight line basis over a period of 30 years, from the licencing date. At the expiry
of the land term it is expected that the relevant State body will consider an application for extension.
Casino license
The Group considers casino licenses to be intangible assets with indefinite useful lives, on the basis that the licenses are renewable every five years
indefinitely, subject to the Group continuing to meet all necessary requirements for renewal. Accordingly, they are not amortised and are tested
annually for impairment or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less
accumulated impairment losses. Impairment losses on casino licenses are recognised in the profit or loss.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently
if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment
losses on goodwill are taken to profit or loss and are not subsequently reversed.
Prepaid construction costs
Amounts recognised as prepaid construction costs relate to tranche payments made to third party developers in connection with the construction of
the new Lao Cai Casino. Tranche payments are made in advance of construction work being performed in accordance with the terms of the
contractor agreements, however once associated works have been completed an amount equal to the tranche payment is transferred from prepaid
construction costs to construction in progress. Once recognised as part of construction in progress the amounts are then carried on the Statement
of Financial Position at cost, until such time as the asset is completed and ready for its intended use. Work in progress is not depreciated, but
tested for impairment annually. Once ready for its intended use an amount equal to the cost of the completed asset will be transferred to property
plant and equipment and accounted for in accordance with the consolidated entity’s accounting policy for property plant and equipment.
29
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or
more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the
amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the
estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset
belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are
unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually
paid within 30 days of recognition.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently
measured at amortised cost using the effective interest method.
Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are
classified as non-current.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they
are incurred including:
- interest on short term and long term borrowings.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be wholly settled within 12
months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Non-accumulating sick leave is
expensed to profit or loss when incurred.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be wholly settled within 12 months of the reporting date are recognised in non-
current liabilities, provided there is an unconditional right to defer settlement of the liability. The liability is measured as the present value of
expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit
method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected
future payments are discounted using market yields at the reporting date on national corporate bonds with terms to maturity and currency that
match, as closely as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, or options over
shares, that are provided to employees in exchange for the rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using an amended Black-
Scholes Merton model that takes into account the exercise price, the term of the option, an exercise price multiple, the share price at grant date
and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together
with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive
payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The
cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are
likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount
calculated at each reporting date less amounts already recognised in previous periods.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest
irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is
recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as
at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a
cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any
remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised
immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a
modification.
30
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 1. Significant accounting policies (continued)
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most
advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their
economic best interest. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are
appropriate in the circumstances and for which sufficient data is available to measure fair value, are used, maximising the use of relevant
observable inputs and minimising the use of unobservable inputs.
The financial instruments recognised at fair value in the Consolidated Statement of Financial Position have been analysed and classified using a fair
value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consist of the following levels:
a. Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
b.
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly
(derived from prices) (level 2), and
c.
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
The directors consider that the carrying amount of all financial assets and liabilities recorded in the financial statements approximate their fair
value.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Where the consolidated entity purchases the company’s equity instruments, for example as the result of a share buy-back or a share-based
payment plan, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity
attributable to the owners of Donaco International Limited as treasury shares until the shares are cancelled or reissued. Where such ordinary
shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income
tax effects, is included in equity attributable to the owners of Donaco International Limited.
Dividends
Provision is made for the amount of any dividend declared, determined or announced by the directors on or before the end of the financial year but
not distributed at balance date.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Donaco International Limited, excluding any costs of
servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for
bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect
of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to
have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax
authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to,
the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented gross of GST and similar taxes. The GST components of cash flows arising from investing or financing activities which are
recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
31
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported
amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent
liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various
factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting
judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful
lives and related depreciation and amortisation charges for its property, plant and
equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The
depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-
strategic assets that have been abandoned or sold will be written off or written down.
The casino licence is stated at cost less impairment losses, if any. The licence issued by the royal government of Cambodia is considered to have
an indefinite useful
life, on the basis that it is renewable every five years indefinitely subject to the Group continuing to meet all necessary
requirements for renewal. The licence therefore should not be amortised. Its useful life is reviewed at each reporting period to determine whether
events and circumstances continue to exist to support indefinite useful life assessment. Impairment testing by comparing its recoverable amount
with its carrying amount is performed annually or more frequently if events or changes in circumstances indicate that the licence might be
impaired. In the event that the expected future economic benefits are no longer probable of being recovered, the licence is written down to their
recoverable amount.
The casino licence was renewed on 19 August 2022, and will expire on 31 December 2026. Following the promulgation of the Law on the
Management of Commercial Gambling in November 2020 (the Law), the Royal Government of Cambodia issued on 26 August 2021 Sub-Decree No.
166 on the Minimum Capital Requirement for Casino Operation. This sub-decree sets out the definition of "capital" and the minimum capital
requirements for new and existing casino operators in Cambodia, which apply to both stand-alone casinos and casinos within integrated resorts.
The minimum capital requirements that apply to DNA Star Vegas are set out in note 12.
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other
indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 1. The recoverable amounts
of cash-generating units have been determined based on the higher of value-in-use calculations and fair value less costs of disposal. These
calculations require the use of assumptions, including management's estimates of revenue growth, future operating conditions, estimated discount
rates based on the current cost of capital and growth rates of the estimated future cash flows.
Income tax
The consolidated entity is subject to income taxes in the jurisdictions in which it operates, including Cambodia, Vietnam and Hong Kong. Significant
judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary
course of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for anticipated tax audit
issues based on the consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters is different from the
carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
Estimating incremental borrowing rate for leases
The incremental borrowing rate is used to measure lease liabilities, if the consolidated entity is unable to readily determine the interest rate implicit
in the lease. The incremental borrowing rate is the rate of interest that the lessee would have to pay to borrow over a similar term, and with a
similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The
incremental borrowing rate therefore reflects what the lessee would have had to pay, which requires estimation when no observable rates are
available or when they need to be adjusted to reflect the terms and conditions of the lease.
Lease term
As part of the settlement agreements on resolution of the dispute between Lee Hoe Property Co., Ltd, the landlord of DNA Star Vegas and the
company, an amended perpetual lease agreement was executed as of 2 March 2020 in relation to the DNA Star Vegas lease of the land in Poi Pet,
Cambodia (see note 20). Under the amended perpetual lease agreement, the lease is for a period of 50 years with an option to extend for another
50 years. However, the extension period of 50 years has not been included in the lease liability and right-of-use asset calculation as it remains
uncertain whether the option to renew will be exercised. The lease liability and right-of-use asset have been calculated as at 30 June 2023 over the
remaining 42 years to June 2065.
Lease in Cambodia
For the lease in Cambodia, the outstanding payable balance as at 30 June 2023 was $1,176,474 (30 June 2022: $786,864), recognised in trade
and other payables. Under the lease agreement, the landlord Lee Hoe Property Co., Ltd has the right to terminate the lease without penalty, after
giving a one-month written notice to DSV. DSV has received a confirmation letter from Lee Hoe Property Co., Ltd, in which the landlord confirms
that they will not exercise this right to terminate for the foreseeable future, covering a minimum period of 12 months from the date of issue of the
audited financial statements for the year ended 30 June 2023. It is a Board of Directors' significant judgement in the consideration of the Group's
reliance on the confirmation letter of Lee Hoe Property Co., Ltd that it has the intention to continue with the lease arrangement and will not
exercise its right to terminate the lease. This confirmation has been provided in the form of a non-legally binding written undertaking.
32
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 2. Critical accounting judgements, estimates and assumptions (continued)
Going concern
The Board of Directors acknowledges that there remains material uncertainty over the Group's ability to meet its working capital requirements. The
ability to continue as a going concern is dependent on the following:
-
the continued support of the shareholder Mr Lee Bug Huy on the basis that the existing loans from him will not be recalled and that he will
continue to provide financing to meet operational needs, including payment of the Lao Cai tax penalties and interest. It is a Board of
Directors' significant judgement in the consideration of the Group's reliance on the financial support of Mr Lee Bug Huy that he has the
financial capacity and intention to provide such financial support. This support has been provided in the form of a non-legally binding written
undertaking; and
-
improvement in the operating enviroments for both the DSV and Aristo casino operations.
Note 3. Operating segments
Identification of reportable operating segments
The consolidated entity is organised into three operating segments: Casino operations in Vietnam, Casino operations in Cambodia and Corporate
operations. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified
as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no aggregation
of operating segments.
The consolidated entity is domiciled in Australia and operates predominantly in six countries: Australia, Cambodia, Vietnam, Singapore, Malaysia
and Hong Kong. Casino operations are segmented geographically between casino operations in Vietnam and Cambodia.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to
the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
Types of products and services
The principal products and services of each of these operating segments are as follows:
Casino Operations - Vietnam
Casino Operations - Cambodia
Corporate Operations
Intersegment transactions
Comprises the Aristo International Hotel operating in Vietnam. These operations include hotel
accommodation and gaming and leisure facilities.
Comprises the Star Vegas Resort and Club, operating in Cambodia. These operations include
hotel accommodation and gaming and leisure facilities.
Comprises
commercial
negotiations, corporate finance, treasury, management accounting, corporate governance and
investor relations functions.
the development and implementation of
corporate strategy,
Intersegment transactions were made at market rates. Intersegment transactions are eliminated on consolidation.
Operating segment information for continuing operations
Consolidated - 2023
Revenue
Sales to external customers
Interest
Total revenue
EBITDA
Depreciation and amortisation
Impairment of assets
Interest revenue
Non-recurring items
Tax and penalties
Net exchange (losses)
Non-controlling interest
Finance costs
(Loss) before income tax expense
Income tax expense
(Loss) after income tax expense attributable
to the owners of Donaco International Limited
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities
Casino
Operations
Vietnam
$
Casino
Operations
Cambodia
$
Corporate
Operations
$
Total
$
4,402,805
339
4,403,144
1,525,103
(2,829,372)
(22,244,857)
339
-
(8,958,403)
(15,305)
1,665,482
(223,067)
(31,080,080)
(564,070)
19,924,284
-
19,924,284
10,815,391
(4,494,261)
(4,494,220)
-
-
-
(18,709)
-
(1,085,278)
722,923
(1,769,866)
-
52
52
(2,726,401)
(7,472)
-
52
(5,000)
-
(266,194)
-
(1,053,610)
(4,058,625)
(1)
47,355,702
133,976,775
423,778
19,170,478
21,481,919
20,438,376
24,327,089
391
24,327,480
9,614,093
(7,331,105)
(26,739,077)
391
(5,000)
(8,958,403)
(300,208)
1,665,482
(2,361,955)
(34,415,782)
(2,333,937)
(36,749,719)
181,756,255
181,756,255
61,090,773
61,090,773
33
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 3. Operating segments (continued)
Consolidated - 2022
Revenue
Sales to external customers
Interest
Total revenue
EBITDA
Depreciation and amortisation
Impairment of assets
Interest revenue
Non-recurring items
Net exchange gains / (losses)
Non-controlling interest
Finance costs
(Loss) before income tax expense
Income tax expense
(Loss) after income tax expense attributable
to the owners of Donaco International Limited
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities
Geographical information
Australia
Vietnam
Cambodia
Major customers
Casino
Operations
Vietnam
$
Casino
Operations
Cambodia
$
Corporate
Operations
$
Total
$
1,489,696
875
1,490,571
(193,277)
(3,157,224)
-
875
-
63,337
174,744
(225,353)
(3,336,898)
16,763
946,416
-
946,416
(1,470,542)
(5,196,584)
(736,637)
-
-
(1,081,358)
-
(790,855)
(9,275,976)
(76,173)
-
98
98
(2,742,620)
(4,713)
-
98
(48,552)
(373,182)
-
(650,371)
(3,819,340)
(4)
64,346,022
132,331,013
2,551,063
10,504,065
18,592,138
16,239,426
2,436,112
973
2,437,085
(4,406,439)
(8,358,521)
(736,637)
973
(48,552)
(1,391,203)
174,744
(1,666,579)
(16,432,214)
(59,414)
(16,491,628)
199,228,098
199,228,098
45,335,629
45,335,629
Sales to external customers
Geographical non-current
assets
2023
$
-
4,402,805
19,924,284
24,327,089
2022
$
-
1,489,696
946,416
2,436,112
2023
$
3,657
39,919,913
123,955,452
163,879,022
2022
$
2,437,354
60,917,349
128,448,016
191,802,719
Transactions involving a single external customer amounting to 10 per cent of more of the consolidated entity's revenue during the current and
previous financial years are set out below:
There was no single external customer that contributed 10% or more of the consolidated entity's revenue during 2023 and 2022.
Note 4. Revenue
From continuing operations
Sales revenue
Casino and hotel
- Gaming revenue
- Non-gaming revenue
Interest
Revenue from continuing operations
Consolidated
2023
$
2022
$
21,055,250
3,271,839
391
24,327,480
2,007,545
428,567
973
2,437,085
Gaming revenue represents net house takings arising from casino operations.
Non-gaming revenue represents hotel revenue from room rental, food and beverage sales, other related services and rental income recognised
when the services are rendered.
34
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 4. Revenue (continued)
Disaggregation of revenue
The consolidated entity derives revenue from the transfer of goods and services over time and at a point in time in the following operating
segments:
Consolidated - 30 June 2023
Revenue
Gaming revenue
Non-gaming revenue
Interest
Total revenue
Timing of revenue recognition
At a point in time
Over time
Consolidated - 30 June 2022
Revenue
Gaming revenue
Non-gaming revenue
Interest
Total revenue
Timing of revenue recognition
At a point in time
Over time
Casino
Operations
Vietnam
$
Casino
Operations
Cambodia
$
Corporate
Operations
$
Total
$
2,829,470
1,573,335
339
4,403,144
18,225,780
1,698,504
-
19,924,284
4,328,879
74,265
4,403,144
19,260,778
663,506
19,924,284
-
-
52
52
-
52
52
21,055,250
3,271,839
391
24,327,480
23,589,657
737,823
24,327,480
Casino
Operations
Vietnam
$
Casino
Operations
Cambodia
$
Corporate
Operations
$
Total
$
1,225,916
263,780
875
1,490,571
1,335,140
155,431
1,490,571
781,629
164,787
-
946,416
915,613
30,803
946,416
-
-
98
98
-
98
98
2,007,545
428,567
973
2,437,085
2,250,753
186,332
2,437,085
Consolidated
2023
$
2022
$
Note 5. Expenses
(Loss) before income tax from continuing operations includes the following specific
expenses:
Depreciation and amortisation
Land, buildings and structures
Right-of-use asset (see note 20)
Furniture and fittings
Machinery and equipment
Office equipment and other
Motor vehicles
Consumables
Land right
Impairment expense
Casino licence (see note 12)
Goodwill (see note 12)
Land right (see note 12)
Leasehold buildings and structures (see note 12)
Machinery and equipment (see note 12)
Motor vehicle (see note 12)
Office equipment and other (see note 12)
Construction in progress (see note 12)
Trade and other receivables (see note 8)
4,594,767
745,937
8,803
1,863,938
67,714
31,098
16,481
2,367
7,331,105
4,494,220
2,426,187
7,637
18,165,800
1,451,710
2,574
24,689
166,260
-
26,739,077
4,530,353
765,077
5,929
2,539,657
322,066
90,465
102,746
2,228
8,358,521
-
-
-
-
-
-
-
-
736,637
736,637
35
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 5. Expenses (continued)
(Loss) before income tax from continuing operations includes the following specific
expenses:
Finance costs
Interest on borrowings (see note 16)
Taxation fines and penalties
Consolidated
2023
$
2022
$
2,361,955
2,361,955
8,958,403
8,958,403
1,666,579
1,666,579
-
-
Lao Cai tax assessment
On 30 January 2023, Lao Cai received Decision No. 15/QD-TCT from the Vietnamese General Department of Taxation, dated 11 January 2023,
regarding the requirement to pay tax collections and penalties primarily associated with the determination of tax payable for floating chips, with a
total amount of approximately VND 149.3 billion (approximately AU$9.5 million as at 30 June 2023 spot rate). The decision was issued after an
inspection conducted by the tax authorities for the fiscal years ended 30 June 2019, 30 June 2020 and 30 June 2021, in which floating chips were
to be treated as taxable revenue. The tax assessment comprises AU$8,958,403 of additional value-added tax, special sale tax and associated fines
which have been recognised as taxation fines and penalties and AU$583,276 of additional income tax expense which has been recognised as such
in the statement of comprehensive income.
However management disagrees with this decision and is pursuing complaint procedures in accordance with the laws and regulations of Vietnam.
Management submitted a complaint letter to the Vietnamese GDT on 6 February 2023. On 31 July 2023, management and the internal checking
department under the GDT engaged in a dialogue session to discuss further management's opinion on the decision and their reasons. On 12
September 2023, the GDT issued Decision No. 1357/QD-TCT regarding the settlement of the first legal complaint submitted by management on 6
February 2023. In this decision, based on its review of the first complaint and the supporting documents submitted, the GDT concluded that it
disagrees with the content of the first complaint and decides that the fine for the tax administrative violations as set out in Decision No. 15/QD-TCT
remains changed. Decision No. 1357/QD-TCT also notes that, should Lao Cai disagree with this decision, management has the right to make a legal
complaint to the Vietnamese Ministry of Finance (MoF) or to sue the GDT in court in line with legal regulations on administrative proceedings within
30 days from the date of receiving this decision. In response to Decision No. 1357/QD-TCT, management has submitted a second letter of legal
complaint on 22 September 2023 to provide further explanation for excluding floating chips from taxable revenue, and to request that the MoF
consider readjustment of the taxable revenue of Lao Cai for FY2018, FY2019 and FY2020 as well as the associated tax shortfall and penalties. The
response from the MoF is still pending, and there remains significant uncertainty regarding the outcome.
On the basis that the tax assessment arose due to the Vietnamese GDT's decision on inspection of Lao Cai's historical tax treatment of floating
chips for prior years, management considers that a present obligation existed as at 30 June 2023 in respect of this tax assessment. Accordingly the
tax and penalties have been recognised as income tax payable of $588,000 and other payables of $9,030,959 in the consolidated financial
statements as at 30 June 2023.
Note 6. Income tax expense
Income tax expense
Current tax
Deferred tax
Prior year tax adjustment (note (d))
Aggregate income tax expense
Income tax expense is attributable to:
Profit from continuing operations
Aggregate income tax expense
Numerical reconciliation of income tax expense and tax at the statutory rate
(Loss) before income tax expense from continuing operations
Profits tax using:
Australian corporation tax at the statutory tax rate of 25% (2022: 25%)
Tax effect of difference in overseas corporation tax at the statutory tax rate of 20% (2022: 20%)
Tax effect amounts which are not deductible in calculating taxable income
Losses not brought to account
Gaming duty payments in Cambodia under Real Tax Regime (note (b))
Prior year tax assessment on floating chip movements in Vietnam (note (d))
Income tax expense
Consolidated
2023
$
2022
$
1,769,868
(19,207)
583,276
2,333,937
76,177
(16,763)
-
59,414
2,333,937
2,333,937
59,414
59,414
(36,081,264)
(16,606,958)
(9,020,318)
(4,151,740)
1,721,494
6,178,055
1,101,564
1,769,866
583,276
735,340
404,853
2,994,788
76,173
-
2,333,937
59,414
36
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 6. Income tax expense (continued)
(a)
Lump Sum Tax Regime
Under the Lump Sum Tax Regime which was effective until 31 December 2020, income tax expense represents monthly gaming obligatory
payments and monthly non-gaming obligatory payments payable by the Company to the Ministry of Economy and Finance ("MoEF") of the
Kingdom of Cambodia.
Monthly payments for the obligatory payment were due on the first week of the following month. In the event of late payment, there will be a
penalty of 2% (if paid within 7 days from the due date) or 25% (if paid after 15 days from issue of official government notice) on the late payment
plus compounding interest of 2% per month.
On 30 March 2020, the MoEF had issued a directive to exempt all casino operators from making monthly obligatory payments from 1 April 2020
until the date of recommencement of their business. DNA Star Vegas had stopped making obligatory payments since April 2020 due to its
temporary closure, in accordance with the directive from the MoEF. DNA Star Vegas recommenced its operations from 25 September 2020 to 27
April 2021, limiting its operations to a minimum level (less than 35%). During this limited operation, DNA Star Vegas did not make the monthly
obligatory payments, however an accrual for the monthly obligatory payment and the 2% penalty on the late payment plus compounding interest
of 2% per month has been made as at 30 June 2023 and 30 June 2022. The accruals for the obligatory payment and associated penalties amount
to US$668,000 (AU$1,007,544 as at 30 June 2023 spot rate) (2022: US$970,931 (AU$1,409,403 as at 30 June 2022 spot rate)) and US$460,811
(AU$695,041 as at 30 June 2023 spot rate) (2022: US$334,351 (AU$485,344 as at 30 June 2022 spot rate)) respectively.
The MoEF has not issued any notice for the increase penalty at 25%. DNA Star Vegas is therefore not currently liable for this 25% penalty. This
amount has been disclosed as a contingent liability in note 36.
(b)
Real Tax Regime
(i)
In respect of gaming activities
On 14 November 2020, the Law on the Management of Commercial Gambling (“Gambling Law”) has been promulgated in the Kingdom of
Cambodia.
Pursuant to Article 81 and 82 of Gambling Law, the casino operator and/or the owner of the casino and/or the owner of the Integrated Commercial
Gambling Centre shall fulfill the payment of periodic gaming duty revenue during the licensing period. The gaming duty rate is determined as
follows:
•
•
For casinos located in the Integrated Commercial Gambling Centre, the rate is 4% for VIP guest and 7% for ordinary gaming guest on gross
gambling revenue.
For casinos that are not located in the Integrated Commercial Gambling Centre, the rate is 7% on gross gambling revenue.
Monthly payment for the gaming duty is due within the first week of the following month. In the event of a late payment within 7 days after
receiving the reminder letter for the non-payment of gaming duty, there will be a penalty of 2% on the late payment and compounding interest of
2% per month. In addition, in the event of a late payment within 15 days after receiving the first penalty letter, the penalty will be increased from
2% to 25% on the late payment plus compounding interest of 2% per month. The Commercial Gambling Management Commission ("CGMC")
which was formed in 2021 to take over the responsibility from MoEF in proposing new policies, issuing gambling regulations and licenses, collecting
gambling revenue and taking any and all necessary actions in relation to the management and enforcement of gambling laws and regulations, has
the right to revoke the casino licence in the event of non-compliance with the abovementioned requirements where the payment of gaming duty is
overdue for 180 days.
During the financial year, DNA Star Vegas received confirmation from CGMC that, under the real tax tax regime legislation, it is considered a casino
not located in the Integrated Commercial Gambling Centre and is therefore subject to tax at the rate of 7& on gaming duting revenue. The CGMC
issued payment notices to DNA Star Vegas which amounted to US$301,439 (AU$447,637 at the average rate for the year ended 30 June 2023) for
the financial year ended 30 June 2021 and US$1,224,523 (AU$1,818,417 at the average rate for the year ended 30 June 2023) for the financial
period from 18 June 2022 to 30 June 2023. These were paid during the year.
The CGMC has not issued any reminder letter and/or first penalty letter on the penalty plus interest, therefore DNA Star Vegas is not currently
liable for these penalties and interest. No amount in respect of the real tax regime has been disclosed as contingent liabilities in note 36.
DNA Star Vegas has made the payment for the gaming duty tax from July to May 2023 during the financial year and has accrued gaming duty tax
for June 2023.
(ii)
In respect of non-gaming activities
Pursuant to Article 81 of the Gambling Law, the casino operator and/or the owner of the casino and/or the owner of the Integrated Commercial
Gambling Centre shall comply with the Cambodian Law on Taxation for various other taxes such as salary tax, fringe benefit tax, withholding tax,
value added tax, patent tax, tax on rental of moveable properties, minimum tax, advance profit tax, advertising tax and specific tax on
entertainment services.
In accordance with Prakas No. 1080 dated 30 December 2022 as issued by the MoEF, all commercial gambling operators must now self-declare and
pay monthly tax which is calculated based on the gross gaming revenue ("GGR") of the casino to the General Department of Taxation ("GDT").
DNA Star Vegas has successfully registered its casino business with the GDT and must start tax declarations of its casino business from January
2023 onwards. In relation to DNA Star Vegas' non-gaming business, the company has completed its registration with the GDT however it is still
pending as at reporting date.
37
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 6. Income tax expense (continued)
(c)
The parent entity has not brought to account tax losses with a tax effect of $306,180 (2022: $413,606).
(d)
Lao Cai tax assessment
On 30 January 2023, Lao Cai received Decision No. 15/QD-TCT from the Vietnamese General Department of Taxation, dated 11 January 2023,
regarding the requirement to pay tax collections and penalties primarily associated with the determination of tax payable for floating chips, with a
total amount of approximately VND 149.3 billion (approximately AU$9.6 million as at 30 June 2023 spot rate). The decision was issued after an
inspection conducted by the tax authorities for the fiscal years ended 30 June 2019, 30 June 2020 and 30 June 2021, in which floating chips were
to be treated as taxable revenue. The tax assessment comprises AU$8,958,403 of additional value-added tax, special sale tax and associated fines
which have been recognised as taxation fines and penalties and AU$583,276 of additional income tax expense which has been recognised as such
in the statement of comprehensive income.
However management disagrees with this decision and is pursuing complaint procedures in accordance with the laws and regulations of Vietnam.
Management submitted a complaint letter to the Vietnamese GDT on 6 February 2023. On 31 July 2023, management and the internal checking
department under the GDT engaged in a dialogue session to discuss further management's opinion on the decision and their reasons. On 12
September 2023, the GDT issued Decision No. 1357/QD-TCT regarding the settlement of the first legal complaint submitted by management on 6
February 2023. In this decision, based on its review of the first complaint and the supporting documents submitted, the GDT concluded that it
disagrees with the content of the first complaint and decides that the fine for the tax administrative violations as set out in Decision No. 15/QD-TCT
remains changed. Decision No. 1357/QD-TCT also notes that, should Lao Cai disagree with this decision, management has the right to make a legal
complaint to the Vietnamese Ministry of Finance (MoF) or to sue the GDT in court in line with legal regulations on administrative proceedings within
30 days from the date of receiving this decision. In response to Decision No. 1357/QD-TCT, management has submitted a second letter of legal
complaint on 22 September 2023 to provide further explanation for excluding floating chips from taxable revenue, and to request that the MoF
consider readjustment of the taxable revenue of Lao Cai for FY2018, FY2019 and FY2020 as well as the associated tax shortfall and penalties. The
response from the MoF is still pending, and there remains significant uncertainty regarding the outcome.
On the basis that the tax assessment arose due to the Vietnamese GDT's decision on inspection of Lao Cai's historical tax treatment of floating
chips for prior years, management considers that a present obligation existed as at 30 June 2023 in respect of this tax assessment. Accordingly the
tax and penalties have been recognised as income tax payable of $588,000 and other payables of $9,030,959 in the consolidated financial
statements as at 30 June 2023. In the event that Lao Cai's ongoing appeal against the Vietnamese GDT's decision on the tax treatment of floating
chips is not successful, there will not be any estimated impact on corporate income tax as Lao Cai is expected to be in a tax loss position for the
years ended 30 June 2022 and 30 June 2023 (see note 36).
Note 7. Current assets - cash and cash equivalents
Cash on hand
Cash at bank
Note 8. Current assets - trade and other receivables
Trade receivables
Other receivables
Tax-related receivables
Consolidated
2023
$
2022
$
15,450,512
1,273,400
16,723,912
5,772,551
320,105
6,092,656
Consolidated
2023
$
2022
$
20,632
94,881
18,205
133,718
164,616
138,530
15,203
318,349
Impairment of receivables
The consolidated entity did not recognise any loss of in respect of impairment of receivables for the year ended 30 June 2023 (2022: $736,637).
Note 9. Current assets - inventories
Food and beverage - at cost
Note 10. Current assets - other
Bonds and security deposits
Prepayments
Other current assets
Consolidated
2023
$
2022
$
613,028
700,217
Consolidated
2023
$
2022
$
226,542
170,000
10,033
406,575
278,604
21,337
14,216
314,157
38
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 11. Non-current assets - property, plant and equipment
Leasehold buildings and structures - at cost
Less: Accumulated depreciation and impairment for leasehold buildings and structures
Right-of-use asset - at cost (see note 20)
Less: Accumulated depreciation for right-of-use asset
Furniture and fittings - at cost
Less: Accumulated depreciation for furniture and fittings
Machinery and equipment - at cost
Less: Accumulated depreciation and impairment for machinery and equipment
Motor vehicles - at cost
Less: Accumulated depreciation and impairment for motor vehicles
Office equipment and other - at cost
Less: Accumulated depreciation and impairment for office equipment and other
Consumables
Refer to note 12 for details on impairment recognised on Lao Cai assets.
Consolidated
2023
$
2022
$
175,921,168
(61,377,230)
114,543,938
170,461,796
(37,338,602)
133,123,194
33,165,534
(2,027,449)
31,138,085
5,137,920
(5,115,298)
22,622
32,320,082
(1,373,691)
30,946,391
4,968,670
(4,955,201)
13,469
43,188,575
(40,129,441)
3,059,134
42,163,097
(36,048,496)
6,114,601
1,951,489
(1,942,785)
8,704
3,634,097
(3,598,143)
35,954
1,887,949
(1,852,364)
35,585
3,529,087
(3,403,444)
125,643
53,598
53,598
49,147
49,147
148,862,035
170,408,030
39
DONACO INTERNATIONAL LIMITED
Notes to financial statements
For the year ended 30 June 2023
Note 11. Non-current assets – Property, plant and equipment (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
$
$
$
$
$
$
$
$
Leasehold buildings
Furniture and
fittings
Machinery and
equipment
Motor
vehicles
Office equipment
and other
Consumables
Right-of-use asset
Total
Balance at 1 July 2021
Additions
Disposals
Exchange differences
Depreciation expense
Balance at 30 June 2022
Additions
Exchange differences
Impairment expense
Depreciation expense
Balance at 30 June 2023
130,051,611
-
-
7,601,936
(4,530,353)
133,123,194
-
4,181,311
(18,165,800)
(4,594,767)
114,543,938
19,560
-
-
(162)
(5,929)
13,469
17,575
381
-
(8,803)
22,622
8,262,140
1,928
-
390,190
(2,539,657)
6,114,601
108,995
151,186
(1,451,710)
(1,863,938)
3,059,134
125,212
-
-
838
(90,465)
35,585
6,323
468
(2,574)
(31,098)
8,704
433,147
-
(5)
14,567
(322,066)
125,643
-
2,714
(24,689)
(67,714)
35,954
138,216
56,999
-
(43,322)
(102,746)
49,147
84,409
(63,477)
-
(16,481)
53,598
31,933,947
14,831
-
(237,310)
(765,077)
30,946,391
-
937,631
-
(745,937)
31,138,085
170,963,833
73,758
(5)
7,726,737
(8,356,293)
170,408,030
217,302
5,210,214
(19,644,773)
(7,328,738)
148,862,035
Consumables represent low value, high turnover items that are depreciated in accordance with company policy and local legislation.
40
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 12. Non-current assets - intangibles
Goodwill - at cost
Land right - at cost
Less: Accumulated amortisation and impairment for land right
Casino licence
Less: Accumulated impairment
Consolidated
2023
$
2022
$
-
2,426,187
72,172
(57,737)
14,435
70,159
(46,335)
23,824
448,377,376
(434,577,922)
13,799,454
431,560,006
(413,915,889)
17,644,117
13,813,889
20,094,128
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Exchange differences
Amortisation expense
Balance at 30 June 2022
Impairment of assets
Exchange differences
Amortisation expense
Balance at 30 June 2023
Goodwill
$
Land right
$
Casino licence
$
Total
$
2,426,187
-
-
2,426,187
(2,426,187)
-
-
24,184
1,868
(2,228)
23,824
(7,637)
615
(2,367)
16,598,366
1,045,751
-
17,644,117
(4,494,220)
649,557
-
19,048,737
1,047,619
(2,228)
20,094,128
(6,928,044)
650,172
(2,367)
-
14,435
13,799,454
13,813,889
Impairment testing of goodwill and intangibles with indefinite useful lives
Impairment of intangibles is monitored by the Chief Operating Decision Maker ('CODM') at the cash generating unit level. CODM reviews the
business performance based on geography and type of business. It has identified two reportable cash generating units, Lao Cai and DNA Star
Vegas. A business-level summary of the allocation of intangibles with indefinite useful lives is presented below:
Lao Cai International Hotel JVC
Total goodwill
Consolidated
2023
$
-
-
2022
$
2,426,187
2,426,187
Lao Cai - Goodwill
Lao Cai International Hotel JVC (Lao Cai) engages in casino and hotel operations in Vietnam and has been identified by management as a
reportable operating segment in accordance with AASB 8 (see note 3). The casino and hotel operations are in a discrete geographical location from
other operations within the group. As the assets within Lao Cai together generate cash flows from the casino and hotel operations independently of
other assets or groups of assets within the group, management has determined that Lao Cai is a cash-generating unit. Accordingly, the cash-
generating unit of Lao Cai is tested for impairment annually or more frequently if events or changes in circumstances indicate that the unit might
be impaired.
Due to impairment indicators identified by management as at 31 December 2022, including worse than expected economic performance and
increase in market interest rates, an impairment testing of the cash-generating unit of Lao Cai was undertaken by management as at 31 December
2022 in accordance with AASB 136.
The recoverable amount of the cash-generating unit of Lao Cai has been determined based on the value in use calculation. To calculate this, cash
flow projections are based on financial budgets approved by senior management covering a five year period up to 31 December 2027. A value-in-
use calculation of the 100% enterprise value of Lao Cai International Hotel JVC Limited was undertaken as at 31 December 2022. Based on the
value-in-use calculation as at 31 December 2022, the value in use was determined to be $33,262,958 (US$22,053,277 converted at 30 June 2023
spot rate).
The value in use as at 31 December 2022 was determined using budgeted earnings before interest, tax, depreciation and amortisation ("EBITDA")
based on past performance and key estimates and judgements made by management. The value-in-use calculation uses a revenue growth rate of
83% in the first six months, based on actual results for the five months of operations to 30 November 2022, followed by a growth rate of 195% in
the following year. These growth rates were based on the assumption that the borders with China, which has historically been where majority of
Lao Cai's customers came from, would be reopened in the second half of FY2023, and would remain open throughout FY2024. In the subsequent
three years, growth rates of 24% to 62% were used followed by a terminal year growth rate of 3%, based on the assumption that recovery to full
operational capacity will mostly occur in FY2023 and FY2024. The pre-tax discount rate used of 20.46% reflects specific risks relating to the casino
and hotel industries in Asia. The discount rate has been increased compared to the prior period rate of 14.53%. The value-in-use calculation was
determined using a foreign exchange rate between Vietnamese Dong and US dollar of 23,240 VND: 1 USD. Capital expenditure of VND59.9 billion
(AU$3.8 million at 30 June 2023 spot rate) in total over the forecast period was included in the value-in-use calculation.
41
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 12. Non-current assets - intangibles (continued)
Lao Cai - goodwill (continued)
Casino operations for Lao Cai were significantly impacted by the COVID-19 pandemic and have been operating on a limited basis since 8 May 2020.
This is due to the fact that travel between Vietnam and China, the country from where the vast majority of Aristo's patrons originate from,
remained heavily restricted for the majority of the year ended 30 June 2023 as a result of residual COVID-19 measures. Although the situation has
improved since mainland China fully reopened its borders from January 2023 resulting in increased travel flow, management expects that there will
be delay in returning to pre-pandemic operations.
Based on the impairment testing prepared as at 31 December 2022, the Directors determined that an impairment loss of $22,244,857 needed to
be recognised for the year ended 30 June 2023 (30 June 2022: nil). Accordingly goodwill was written down to nil, with the remaining impairment
loss allocated on a proportionate basis of the carrying amounts of Lao Cai's property, plant and equipment, land right and construction in progress
assets as at 31 December 2022, to reduce their carrying values as follows:
Goodwill (written down to nil)
Land right
Leasehold buildings and structures
Machinery and equipment
Motor vehicle
Office equipment and other
Construction in progress
30 June 2023
$
2,426,187
7,637
18,165,800
1,451,710
2,574
24,689
166,260
22,244,857
Goodwill allocated to this cash-generating unit was fully impaired as at 31 December 2022 and thus there is no annual impairment testing needed
as at 30 June 2023. Based on management's assessment of the indicators of impairment for Lao Cai as at 30 June 2023, there are no impairment
indicators identified so no impairment testing of other assets of Lao Cai was performed.
DNA Star Vegas - Casino Licence
Useful life
The casino licence relates to the licence to operate the DNA Star Vegas Company Limited (DNA Star Vegas) casino acquired on 1 July 2015. The
licence is determined to have an indefinite useful life and is stated at cost less any impairment losses.
Following the promulgation of the Law on the Management of Commercial Gambling in November 2020 (the Law), the Royal Government of
Cambodia issued on 26 August 2021 Sub-Decree No. 166 on the Minimum Capital Requirement for Casino Operation. This sub-decree sets out the
definition of "capital" and the minimum capital requirements for new and existing casino operators in Cambodia, which apply to both stand-alone
casinos and casinos within integrated resorts. Prior to the enactment of the Law, there were no integrated resorts as all existing casino operations
are stand-alone operations. For these existing casino operations duly licensed to operate prior to the enactment of the Law, the minimum capital
requirement of at least KHR400 billion (approximately US$100 million, or AU$151 million as at 30 June 2023) must be satisfied over a period of
time and shall be implemented in five phases as follows:
•
•
•
•
•
Phase 1 (Year 1 - 30 June 2022) - at least KHR50 billion (approximately US$12.5 million, or AU$19 million at 30 June 2023)
Phase 2 (Year 4 - 30 June 2025) - at least KHR100 billion (approximately US$25 million, or AU$38 million at 30 June 2023)
Phase 3 (Year 7 - 30 June 2028) - at least KHR200 billion (approximately US$50 million, or AU$75 million at 30 June 2023)
Phase 4 (Year 11 - 30 June 2032) - at least KHR300 billion (approximately US$75 million, or AU$113 million at 30 June 2023)
Phase 5 (Year 15 - 30 June 2036) - at least KHR400 billion (approximately US$100 million, or AU$151 million at 30 June 2023)
These minimum capital requirements therefore apply to DNA Star Vegas. On 18 January 2022, the share capital of DNA Star Vegas was increased
from US$5 million (AU$7.5 million at 30 June 2023) to US$12.5 million (AU$18.9 million at 30 June 2023), therefore meeting the minimum capital
requirement as at 30 June 2023 under Phase 1. The casino licence was renewed on 19 August 2022, and will expire on 31 December 2026. The
Directors consider the casino licence to be an intangible asset with an indefinite useful life on the basis that the licence is renewable every five
years indefinitely, subject to the Group continuing to meet all necessary requirements for renewal. Based on past licence renewal and
management's expectation of future performance and financial support, management is of the opinion that DNA Star Vegas will continue to meet
all necessary requirements for licence renewal.
Impairment assessment
The casino licence is allocated to DNA Star Vegas Company Limited, which has been identified by management as a reportable segment in
accordance with AASB 8 (see note 3). The casino operations are in a discrete geographical location from other operations within the group. As the
assets within DNA Star Vegas together generate cash flows from the casino and hotel operations independently of other assets or groups of assets
within the group, management has determined that DNA Star Vegas is a cash-generating unit. Accordingly, the cash-generating unit of DNA Star
Vegas is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
Due to impairment indicators identified by management as at 31 December 2022, including worse than expected economic performance and
increase in market interest rates, an impairment testing of the cash-generating unit of DNA Star Vegas was undertaken by management as at 31
December 2022 in accordance with AASB 136.
The recoverable amount of the cash-generating unit of DNA Star Vegas has been determined based on its value in use. A value-in-use calculation
of the 100% enterprise value of DNA Star Vegas Company Limited was undertaken as at 31 December 2022. Based on the value-in-use calculation
as at 31 December 2022, the value in use was determined to be $116,113,889 (US$76,983,285 converted at 30 June 2023 spot rate).
The value in use as at 31 December 2022 was determined using budgeted EBITDA based on past performance and its expectations for the future.
The value-in-use calculation is based on a 5.5-year cash flow forecast period up to 30 June 2028. The first year of revenue in the value-in-use
calculation is based on a revenue growth rate of 329.5% over the actual revenue for the year ended 30 June 2022. A higher growth rate is
expected for the first year due to the resumption of operations following the return of international casino patrons after the easing of travel
restrictions due to the COVID pandemic. The subsequent years of forecast revenue in the value-in-use calculation reflect a growth rate of 3%
based on the assumption that recovery to full operational capacity will mostly occur over the first 12 months. The pre-tax discount rate used of
21.59% reflects specific risks relating to the casino and hotel industries in Asia. The discount rate has been increased compared to the prior period
rate used of 16.52%. The value-in-use calculation was determined using a foreign exchange rate between Thai Baht and US Dollar of 34.569 THB:1
USD. Capital expenditure of THB91 million (AU$4.0 million at the spot rate) in total over the forecast period was included in the value-in-use
calculation.
42
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 12. Non-current assets - intangibles (continued)
DNA Star Vegas - Casino Licence (continued)
The resumption of limited casino operations as of 18 June 2022, together with the easing of travel restrictions and the reopening of the border
between Cambodia and Thailand which facilitate international travel, indicates potential for future earnings and growth. However, management
expects that there will be a delay in returning to pre-pandemic operations. The growth and discount rates used in the value-in-use calculations
reflect management's estimate of the future operating conditions in which the casino operates. Based on the impairment testing as at 31 December
2022, the Directors determined that an impairment loss on the casino licence of $4,494,220 was required to be recognised for the year ended 30
June 2023 (30 June 2022: nil).
In accordance with the AASB 136 requirement for an annual impairment testing to be performed at the same time every year, another value-in-use
calculation was undertaken as at 30 June 2023 which was also determined using budgeted EBITDA based on past performance and its expectations
for the future. The value-in-use calculation is based on a 5-year cash flow forecast period up to 30 June 2028. The first year of revenue in the value-
in-use calculation is based on a growth rate of 84.4% over the actual revenue for the year ended 30 June 2023. The subsequent years of forecast
revenue in the value-in-use calculation reflect a growth rate of 3% based on the assumption that recovery to full operational capacity will have
occurred over the first 12 months. The pre-tax discount rate used of 23.51% reflects specific risks relating to the relevant segments and the
countries in which DNA Star Vegas operates. The discount rate has been increased compared to the rates used of 21.59% and 16.52% as at 31
December 2022 and 30 June 2022 respectively. The value-in-use calculation was determined using a foreign exchange rate between Thai Baht and
US Dollar of 35.314 THB:1 USD. Capital expenditure of THB87 million (AU$4.6 million at the spot rate) in total over the forecast period was
included in the value-in-use calculation. The value in use as at 30 June 2023 was determined to be $111,776,405 (US$74,107,542 converted at 30
June 2023 spot rate).
As at 30 June 2023, the recoverable amount of the cash-generating unit of DNA Star Vegas exceeds its carrying amount by AU$775,314
(US$514,032 as at 30 June 2023 spot rate). The recoverable amount calculation for the cash-generating unit of DNA Star Vegas is most sensitive
to changes in the discount rate and forecast revenue. An increase in excess of 0.16% (from 23.51% to 23.67%) would result in impairment of the
cash-generating unit of DNA Star Vegas, as would a decrease in forecast revenue in excess of 2.10% in the first year within the forecast period.
Based on the impairment testing as at 30 June 2023, the Directors have determined that no further impairment loss was required to be recognised
as at 30 June 2023.
Land right
Intangible asset of $14,435 (2022: $23,824) relates to a 30-year land use right in the Socialist Republic of Vietnam. Land use right is stated at cost
less accumulated amortisation and any impairment losses. The amortisation period is 30 years. This intangible asset is tested for impairment
annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. During the year ended 30 June
2023, an impairment loss of $7,637 was recognised (2022: nil). See note above regarding Lao Cai impairment.
Note 13. Non-current assets - construction in progress
Consolidated
2023
$
2022
$
Property construction works in progress - at cost less impairment
350,757
493,307
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Exchange differences
Balance at 30 June 2022
Impairment
Exchange differences
Balance at 30 June 2023
Construction
works in
progress
$
456,257
37,050
493,307
(166,260)
23,710
350,757
Construction relates to costs incurred for the construction of the new Aristo Casino.
Amounts previously recognised as prepaid construction costs are transferred to construction in progress, once associated works have been
completed.
Once recognised as part of construction in progress the amounts are then carried on the statement of financial position at cost, until such time as
the asset is completed and ready for its intended use. Work in progress is not depreciated, but tested for impairment annually. Once ready for its
intended use an amount equal to the cost of the completed asset will be transferred to property plant and equipment or non current prepayment
and accounted for in accordance with the consolidated entity’s accounting policy for each asset class.
Refer to note 12 for details on impairment recognised on Lao Cai assets.
43
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 14. Non-current assets - other
Other debtors
Bonds and security deposits
Note 15. Current liabilities - trade and other payables
Trade payables (see note 25)
Deposits received (see note 25)
Floating chips (see note 25)
Interest payable (see note 25)
Taxation fine and penalty payable (see note 1)
Other payables and accrued expenses (see note 25)
Refer to note 25 for further information on financial instruments.
Consolidated
2023
$
2022
$
5,669
777,194
782,863
4,267
754,172
758,439
Consolidated
2023
$
2022
$
3,589,720
55,311
7,208,277
1,618,896
9,030,959
10,197,687
31,700,850
3,525,736
36,269
6,587,247
473,162
-
7,602,451
18,224,865
Floating chips
The number of floating chips is determined as the difference between the number of chips in use and the actual chips counted by the casino as at
reporting date.
Note 16. Current liabilities - borrowings
Joint Stock Commercial Ocean Bank
Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank)
Shareholder loan
Consolidated
2023
$
2022
$
-
-
18,325,650
18,325,650
1,510,999
288,165
15,140,354
16,939,518
An unsecured loan facility was signed in July 2021 with Mr Lee Bug Huy, the current Chief Executive Officer and executive director, for a loan of
US$7.8 million (AU$11.8 million as at 30 June 2023 spot rate). An additional loan facility agreement was entered into on 2 May 2022 for an
additional US$5 million (AU$7.5 million at the 30 June 2023 spot rate). Under an annex to the original loan facility agreement that was entered into
on 20 September 2023, the original loan facility is due to be repaid by 22 July 2027, six years from the first drawdown (as extended from the
original repayment due date of 22 July 2024), while the additional loan facility is due to be repaid by 13 May 2026, four years from the first
drawdown. Both loan facilities are subject to an interest rate of 6% per annum. The lender however may at any time require early repayment with
a minimum of one month's prior notice. On this basis, the shareholder loan has been recognised as a current liability as the Company does not
have an unconditional right to defer the settlement of the loan for at least 12 months after the reporting period. The lender has provided a letter of
financial support to Donaco which states that he will not withdraw or call upon the loan should it affect any creditors of the Company and its
subsidiaries in a detrimental way. Such financial support is provided for the foreseeable future covering a minimum period of 12 months from the
date of issue of the financial statements for the year ended 30 June 2023. As at 30 June 2023, US$12.1 million had been drawn down on the loans,
leaving an unutilised portion of US$0.7 million (AU$18.3 million and AU$1.0 million respectively as at 30 June 2023 spot rate).
Refer to note 25 for further information on financial instruments.
Total secured liabilities
The total secured current liabilities are as follows:
Joint Stock Commercial Ocean Bank
Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank)
Consolidated
2023
$
2022
$
-
-
-
1,510,999
288,165
1,799,164
Mortgage to Joint Stock Commercial Ocean Bank
A mortgage was registered by the Ocean Bank of Vietnam over the assets of the Aristo International Hotel on 11 July 2011. As at 30 June 2023,
the loan has been fully repaid and the mortgage with Ocean Bank is no longer in place.
Joint Stock Commercial Bank for Foreign Trade of Vietnam
The loan from the Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank) was drawn down in January to March 2021 and had a
maturity date of 18 September 2022. The borrowing was guaranteed over properties held by Lao Cai International Hotel Joint Venture Company
Ltd. As at 30 June 2023, the loan has been fully repaid and the guarantee with Joint Stock Commercial Bank is no longer in place.
44
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 16. Current liabilities - borrowings (continued)
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities:
Bank loans
Shareholder loan
Used at the reporting date:
Bank loans
Shareholder loan
Unused at the reporting date:
Bank loans
Shareholder loan
Note 17. Current liabilities - income tax
Provision for income tax
Consolidated
2023
$
2022
$
-
19,306,187
19,306,187
1,799,164
18,580,376
20,379,540
-
18,325,650
18,325,650
1,799,164
15,140,354
16,939,518
-
980,537
980,537
-
3,440,022
3,440,022
Consolidated
2023
$
2022
$
1,735,719
1,488,914
Consolidated
2023
$
2022
$
Note 18. Current liabilities - employee benefits
Accrued salaries, wages and other benefits
168,891
96,344
Note 19. Non-current liabilities - trade and other payables
Other payables - non current
Note 20. Leases
Consolidated
2023
$
2022
$
21,038
10,842
As part of the settlement agreements on resolution of the dispute between Lee Hoe Property Co., Ltd, the landlord of DNA Star Vegas and the
company, an amended perpetual lease agreement was executed as of 2 March 2020 in relation to the DNA Star Vegas lease, which grants Donaco
security of tenure over the Star Vegas casino until 15 June 2115. The lease is in relation to land of approximately 232,189 square meters located in
Poi Pet, Cambodia. This follows an additional lease payment of US$20 million (AU$26.8 million as at 30 June 2021 average rate, the period in
which the settlement agreements were reached) to Lee Hoe Property Co., Ltd which was settled in the year ended 30 June 2021, resulting in an
increase in the right-of-use asset by the same amount. The lease liability was also remeasured to reflect the present value of the remaining lease
payments over the term of the lease. The monthly lease payment is US$20,000 (AU$30,166 as at 30 June 2023 spot rate) for the first 5 years from
the effective settlement date, US$30,000 (AU$45,249 as at 30 June 2023 spot rate) per month starting from the 6th year to the end of the 10th
year, and from the 11th year onwards, the monthly rent will increase 3% every 3 years. In addition, for the five financial years commencing 1 July
2020, there is an entitlement to share 25% of the Star Vegas business EBITDA in excess of US$16 million (AU$24.1 million as at 30 June 2023 spot
rate) of the EBITDA of the relevant financial year.
Under the amended perpetual lease agreement, the lease is for a period of 50 years with an option to extend for another 50 years. However, the
extension period of 50 years has not been included in the lease liability and right-of-use asset calculation as it remains uncertain whether the
option to renew will be exercised. Accordingly, while Donaco has security of tenure over the Star Vegas Casino to 15 June 2115 following
finalisation of the settlement agreements, the lease liability and right-of-use asset have been calculated as at 30 June 2023 over the remaining 42
years to June 2065.
Lao Cai International Hotel Joint Venture Company Limited has a non-cancellable operating lease commitment over a 50-year term in respect of its
casino premises in Lao Cai, Vietnam. The lease commenced 8 April 2011 and the remaining lease term as at 30 June 2023 is approximately 38
years.
During the year ended 30 June 2022, a lease agreement was entered into for office premises in Kuala Lumpur, Malaysia. The lease term
commenced on 1 January 2022 and is for a period of 2 years.
45
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 20. Leases (continued)
(i) Amounts recognised in the statement of financial position
The statement of financial position shows the following amounts relating to leases:
Right-of-use assets (recognised as part of property, plant and equipment in Note 11)
Properties
Lease liability
Properties - current
Properties - non-current
Consolidated
2023
$
2022
$
31,138,085
31,138,085
30,946,391
30,946,391
3,802
9,134,823
9,138,625
-
8,575,146
8,575,146
The lease liability has been measured at the present value of the remaining lease payments over the term of the lease. For the lease in relation to
the land in Cambodia, the lease payments were discounted using an incremental borrowing rate of 6.53%, while the lease payments for the lease
in Vietnam were discounted using a discount rate of 9.5%. The discount rate used for the Kuala Lumpur office premises was 3.25%.
(i) Amounts recognised in the statement of comprehensive income
The statement of comprehensive income shows the following amounts relating to leases:
Consolidated
2023
$
2022
$
Depreciation of right-of-use asset (recognised as part of depreciation expense)
745,937
765,077
Interest expense (included in finance cost)
519,429
473,433
The payments made on the Kuala Lumpur office lease for the year ended 30 June 2023 were $7,934. There were no payments made for the leases
in Cambodia and Vietnam during the year ended 30 June 2023 (30 June 2022: nil). Payments for the lease in Vietnam are not due until May 2025
due to the rent-free period from lease commencement to then. For the lease in Cambodia, the outstanding payable balance as at 30 June 2023 was
$1,176,474 (30 June 2022: $786,864), recognised in trade and other payables. Under the lease agreement, the landlord Lee Hoe Property Co., Ltd
has the right to terminate the lease without penalty, after giving a one-month written notice to DSV. DSV has received a confirmation letter from
Lee Hoe Property Co., Ltd, in which the landlord confirms that they will not exercise this right to terminate for the foreseeable future, covering a
minimum period of 12 months from the date of issue of the audited financial statements for the year ended 30 June 2023.
Note 21. Equity - issued capital
Consolidated
2023
Shares
2022
Shares
2023
$
2022
$
Ordinary shares - fully paid
1,234,727,414
1,234,727,414
372,584,126
372,584,126
Details
Balance
Balance
Balance
Ordinary shares
Date
30 June 2021
30 June 2022
30 June 2023
Shares
1,234,727,414
1,234,727,414
1,234,727,414
$
372,584,126
372,584,126
372,584,126
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of
and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of
authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Treasury shares are shares in Donaco International Limited that are held by Smartequity EIS Pty Ltd for the purpose of issuing shares under the
employee share scheme. Shares issued to employees are recognised on a first-in-first-out basis.
Details
Opening balance 1 July 2021
Balance 30 June 2022
Balance 30 June 2023
Number of
shares
1,257,192
1,257,192
$
518,116
518,116
1,257,192
518,116
46
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 21. Equity - issued capital (continued)
Capital risk management
The consolidated entity's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns
for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the
current parent entity's share price at the time of the investment.
The capital risk management policy remains unchanged from the 2022 financial statements.
Note 22. Equity - reserves
Revaluation surplus reserve
Foreign currency reserve
Employee share option reserve
Consolidated
Balance at 1 July 2021
Foreign currency translation
Balance at 30 June 2022
Foreign currency translation
Balance at 30 June 2023
Nature and purpose of equity reserves
Consolidated
2023
$
2022
$
1,855,327
41,109,694
3,369,254
46,334,275
1,855,327
35,921,480
3,369,254
41,146,061
Revaluation
surplus
reserve
$
Share-based
payment
reserve
$
Foreign
currency
reserve
$
1,855,327
-
1,855,327
-
1,855,327
3,369,254
-
3,369,254
-
3,369,254
28,097,197
7,824,283
35,921,480
5,188,214
41,109,694
Total
$
33,321,778
7,824,283
41,146,061
5,188,214
46,334,275
Revaluation surplus
The revaluation surplus reserve is used to record increments and decrements in the fair value of net assets of disposed entities.
Share-based payment
The reserve is used to recognise:
●
●
the grant date fair value of options issued to key management personnel but not exercised; and
the issue of options held by the Employee Share Option Trust to key management personnel.
Foreign currency
Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note 1
and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
Note 23. Equity - accumulated losses
Accumulated losses at the beginning of the financial year
(Loss) after income tax expense for the year
Consolidated
2023
$
2022
$
(261,464,559)
(36,749,719)
(244,972,931)
(16,491,628)
Accumulated losses at the end of the financial year
(298,214,278)
(261,464,559)
47
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 24. Equity - dividends
The dividend policy that was announced on 29 August 2017 stated that the consolidated entity intends to pay out 10-30% of net profit after tax as
dividends to shareholders, with the intention to provide regular half-yearly dividend payments, subject to the consolidated entity's then current
working capital requirements and growth plans. Shareholders should note that the payment of dividends is not guaranteed.
No dividends were paid for the year ended 30 June 2023 (2022: nil).
Franking credit balance
Franking credits available for subsequent reporting periods after payment of tax liability
based on a tax rate of 30% (2022: 30%)
Note 25. Financial instruments
Financial risk management objectives
Consolidated
2023
$
2022
$
471,682
471,682
The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest rate risk), credit
risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity uses different methods to
measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and
other price risks and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board'). These
policies include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures, controls and risk limits.
Finance identifies, evaluates and hedges financial risks within the consolidated entity's operating units. Finance reports to the Board on a monthly
basis.
Market risk
Market risk is the risk that changes in market prices, such as interest rate and foreign exchange rate will affect the consolidated entity's income.
Foreign currency risk
The consolidated entity is exposed to foreign exchange fluctuations in relation to cash generated for working capital purposes, denominated in
foreign currencies and net investments in foreign operations, in which the functional currencies are Vietnamese Dong and Thai Baht.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency
that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting. An assessment of the
sensitivity of the consolidated entity’s exposure to interest rate movements was performed, and was found to be immaterial for the purposes of
this disclosure.
Exchange rate exposures are managed within approved policy parameters and material movements are not expected. The consolidated entity does
not enter into any forward exchange contracts to buy or sell specified foreign currencies.
The average exchange rates and reporting date exchange rates applied were as follows:
Australian dollars
USD
THB
VND
CNY
MYR
SGD
HKD
Average exchange rate
2022
2023
Reporting date exchange rate
2023
2022
1.4850
0.0421
0.0001
0.2136
0.3306
1.0884
0.1895
1.3777
0.0412
0.0001
0.2135
0.3258
1.0132
0.1765
1.5083
0.0423
0.0001
0.2080
0.3224
1.1128
0.1925
1.4516
0.0411
0.0001
0.2168
0.3295
1.0434
0.1850
The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the reporting date were as
follows:
Consolidated
USD
CNY
MYR
SGD
EUR
HKD
Assets
Liabilities
2023
2022
2023
2022
753,841
6,532,611
18,054
-
170,265
4,684
7,479,455
60,035
2,684,175
11,052
-
-
3,507
2,758,769
(26,131,697)
(6,985,565)
(3,423)
(12,672)
-
(19,268)
(33,152,625)
(21,714,522)
(6,493,453)
(10,294)
(17,641)
-
(73,855)
(28,309,765)
48
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 25. Financial instruments (continued)
Financial risk management objectives (continued)
Foreign currency risk (continued)
A 5% strengthening of the AUD against the various foreign currencies at the balance date would increase/(decrease) the Company's profit/(loss)
after tax by the amounts shown below. The analysis assumes that all other variables remain constant.
Consolidated
% Change
USD
CNY
MYR
SGD
EUR
HKD
5%
5%
5%
5%
5%
5%
AUD strengthened
Effect on
profit after
tax
2023
Effect on
profit after
tax
2022
1,268,893
22,648
(732)
634
(8,513)
729
1,283,659
1,082,724
190,464
(38)
882
-
3,517
1,277,549
A 5% weakening of the AUD against the various currencies would have had the equal but opposite effect on the above currencies to the amounts
shown above, on the basis that all other variables remain constant.
Interest rate risk
The consolidated entity's exposure to the risk of changes in market interest rates relates primarily to the consolidated entity's bank loans and debt
obligations and its cash and cash equivalents. The consolidated entity manages its interest rate risk by using a combination of variable and fixed
rate borrowings.
As at the reporting date, the consolidated entity had the following cash and cash equivalents and borrowings:
Consolidated
Bank loans
Shareholder loan
Cash at bank
Net exposure to cash flow interest rate risk
2023
2022
Weighted
average
interest rate
%
n/a
6.00%
0.01%
Weighted
average
interest rate
%
6.21%
6.00%
0.00%
Balance
$
-
(18,325,650)
1,273,400
(17,052,250)
Balance
$
(1,799,164)
(15,140,354)
320,105
(16,619,413)
An analysis by remaining contractual maturities is shown in 'liquidity and interest rate risk management' below.
An assessment of the sensitivity of the consolidated entity’s exposure to interest rate movements was performed, and was found to be not
significant for the purposes of this disclosure.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The
consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit
limits. The consolidated entity obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting
date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of
financial position and notes to the financial statements. The consolidated entity does not hold any collateral.
Liquidity risk
Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and
available borrowing facilities to be able to pay debts as and when they become due and payable.
The consolidated entity maintains cash to meet all its liquidity requirements and manages its liquidity by carefully monitoring cash outflows due in
a day-to-day and week-to-week basis. Furthermore, the consolidated entity’s long term liquidity needs are identified in its annual Board approved
budget, and updated on a quarterly basis through revised forecasts.
49
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 25. Financial instruments (continued)
Liquidity risk (continued)
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial liabilities. The tables have been drawn up based
on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid.
Consolidated - 2023
%
$
Weighted
average
interest rate 1 year or less
Between 1 and
2 years
$
Between 2 and
5 years
$
Over 5 years
$
Total
contractual
maturities
$
Non-derivatives
Non-interest bearing
Trade payables
Other payables and accrued
expenses
Deposits received
Floating chips
Interest payable
Taxation fine and penalty payable
Interest bearing - fixed
Shareholder loan
Interest bearing - variable
Lease liabilities
Total non-derivatives
-
-
-
-
-
-
3,589,720
10,197,687
55,311
7,208,277
1,618,896
9,030,959
6.00%
18,325,650
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,589,720
10,197,687
55,311
7,208,277
1,618,896
9,030,959
18,325,650
6.90%
365,861
50,392,361
415,976
415,976
1,943,409
1,943,409
27,614,053
27,614,053
30,339,299
80,365,799
Consolidated - 2022
%
$
Weighted
average
interest rate 1 year or less
Between 1 and
2 years
$
Between 2 and
5 years
$
Over 5 years
$
Total
contractual
maturities
$
Non-derivatives
Non-interest bearing
Trade payables
Other payables and accrued
expenses
Deposits received
Floating chips
Interest payable
Interest bearing - fixed
Shareholder loan
Interest-bearing - variable
Bank loans
Lease liabilities
Total non-derivatives
-
-
-
-
3,525,736
7,602,451
36,269
6,587,247
473,162
6.00%
15,140,354
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,525,736
7,602,451
36,269
6,587,247
473,162
15,140,354
6.21%
2.31%
1,799,164
356,292
35,520,675
-
352,338
352,338
-
1,778,519
1,778,519
-
29,326,158
29,326,158
1,799,164
31,813,307
66,977,690
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
50
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 26. Key management personnel disclosures
Directors
The following persons were directors of Donaco International Limited during the financial year:
Roderick John Sutton
Lee Bug Huy
Porntat Amatavivadhana
Andrew Phillips
Issaraya Intrapaiboon
Other key management personnel
Non-Executive Director
Executive Director
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity,
directly or indirectly, during the financial year:
Gordon Lo
Chief Financial Officer
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:
Short-term employee benefits
Post-employment benefits
Note 27. Remuneration of auditors
Consolidated
2023
$
1,159,402
16,011
1,175,413
2022
$
1,133,769
15,177
1,148,946
During the financial year the following fees were paid or payable for services provided by Crowe the auditor of the company, and unrelated firms:
Audit services - Crowe Sydney
Audit or review of the financial statements
Audit services - related firms
Audit or review of the financial statements
Preparation of the tax return
Audit services - unrelated firms
Audit or review of the financial statements
Other services - unrelated firms
Preparation of the tax return
Note 28. Commitments
Capital commitments
Committed at the reporting date but not recognised as liabilities, payable:
Property, plant and equipment
Consolidated
2023
$
2022
$
169,500
169,500
123,000
123,000
117,955
759
118,714
122,614
1,052
123,666
53,634
52,044
2,334
2,169
Consolidated
2023
$
2022
$
-
-
36,920
36,920
51
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 29. Related party transactions
Parent entity
Donaco International Limited is the legal parent entity. Donaco International Limited is listed on the Australian Securities Exchange (ASX: DNA).
Subsidiaries
Interests in subsidiaries are set out in note 31.
Key management personnel
Disclosures relating to key management personnel are set out in note 26 and the remuneration report included in the directors' report.
Transactions with related parties
The following transactions occurred with related parties during the year:
Interest expenses on shareholder loan from Mr Lee Bug Huy
The above transaction occurred at commercial rates.
Loans to/from related parties
The following loan balances were held with related parties at year end:
Shareholder loan from Mr Lee Bug Huy (refer to note 16)
Interest payable to Mr Lee Bug Huy (refer to note 16)
All transactions were made on normal commercial terms and conditions and at market rates.
Note 30. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
(Loss) after income tax
Total comprehensive (loss)
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Employee share option reserve
Accumulated losses
Total equity
Consolidated
2023
$
2022
$
1,157,992
460,905
Consolidated
2023
$
2022
$
18,325,650
15,140,354
1,618,896
460,905
Parent
2023
$
2022
$
(7,822,457)
(9,727,748)
(7,822,457)
(9,727,748)
9,078,417
8,149,446
152,478,122
160,088,726
31,617,300
31,405,447
31,617,300
31,405,447
420,547,212
3,369,254
420,547,212
3,369,254
(303,055,644)
(295,233,187)
120,860,822
128,683,279
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
As at 30 June 2023, the parent entity did not act as a guarantor in relation to debt for any of its subsidiaries.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2023 and 30 June 2022.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment at as 30 June 2023 and 30 June 2022.
52
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 30. Parent entity information (continued)
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except for the following:
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
●
● Dividends received from subsidiaries are recognised as other income by the parent entity.
Note 31. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting
policy described in note 1:
Name
Donaco Australia Pty Ltd
Donaco Singapore Pte Ltd
Donaco Holdings Ltd *
Donaco Holdings Sdn Bhd *
Lao Cai International Hotel Joint Venture Company *
Donaco Hong Kong Limited
Donaco Holdings (HK) Pte Ltd *
DNA Star Vegas Co. Limited **
Donaco Investment (S) Pte Ltd *
* Subsidiary of Donaco Singapore Pte Ltd
** Subsidiary of Donaco Hong Kong Limited
The principal activities of each subsidiary are:
Ownership interest
Principal place of business /
Country of incorporation
Australia
Singapore
British Virgin Islands
Malaysia
Vietnam
Hong Kong
Hong Kong
Cambodia
Singapore
2023
%
100%
100%
100%
100%
95%
100%
100%
100%
100%
2022
%
100%
100%
100%
100%
95%
100%
100%
100%
100%
Donaco Australia Pty Ltd - Dormant (previously operated New Zealand games service, discontinued in January 2015).
Donaco Singapore Pte Ltd - Holding company for Vietnamese casino operations.
Donaco Holdings Ltd - Cost centre for corporate operations.
Donaco Holdings Sdn Bhd - Cost centre for corporate operations.
Donaco Holdings (HK) Pte Ltd - Cost centre for corporate operations and marketing activities.
Lao Cai International Hotel Joint Venture Company - Operates Vietnamese casino operations.
Donaco Hong Kong Limited - Holding company for Cambodian casino operations.
DNA Star Vegas Co. Limited - Operates Cambodian casino operations.
Donaco Investment (S) Pte Ltd - Investment company.
53
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 31. Interests in subsidiaries (continued)
Summarised financial information
Summarised financial information of the subsidiary with non-controlling interests that are material to the consolidated entity are set out below:
Lao Cai International Hotel Joint Venture Company
Summarised statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Summarised statement of profit or loss and other comprehensive income
Revenue
Expenses
Loss before income tax expense
Income tax expense
Loss after income tax expense
Statement of cash flows
Net cash from / (used in) operating activities
Net cash from investing activities
Net cash from / (used in) financing activities
2023
$
2022
$
7,435,791
3,428,673
39,919,911
60,917,349
47,355,702
64,346,022
23,469,352
10,938,266
6,771,962
6,567,893
30,241,314
17,506,159
17,114,388
46,839,863
4,403,144
1,490,572
(34,722,519)
(5,002,213)
(30,319,375)
(3,511,641)
(564,069)
16,763
(30,883,444)
(3,494,878)
1,935,540
23,650
1,779,775
(511,072)
875
(403,368)
Net increase / (decrease) in cash and cash equivalents
3,738,965
(913,565)
Other financial information
Loss attributable to non-controlling interests
Accumulated non-controlling interests at the end of reporting period
(1,665,482)
(38,641)
(174,744)
1,626,841
54
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 32. Events after the reporting period
Additional funding
In July 2023, a repayment of US$0.1 million (AU$0.2 million as at 30 June 2023 spot rate) was made in relation to the shareholder loan, with a
subsequent draw down of the same amount made in the same month. A further US$0.1m (AU$0.2 million as at 30 June 2023 spot rate) was drawn
down in August 2023, with a repayment of the same amount also made in the same month. In September 2023, a repayment of US$0.1 million
(AU$0.2 million as at 30 June 2023 spot rate) was drawn down, with a repayment made of the same amount in the same month. The unutilised
portion of the additional loan facility entered into on 2 May 2022 is US$0.7 million (AU$1.0 million as at 30 June 2023 spot rate). Under an annex
to the original loan facility agreement that was entered into on 20 September 2023, the repayment due date of the original loan facility of US$7.8
million (AU$11.8 million as at 30 June 2023 spot rate) has been extended to 22 July 2027, from the original repayment due date of 22 July 2024.
Lao Cai tax collections and penalties
On 31 July 2023, Lao Cai engaged with the Vietnamese General Department of Taxation (GDT) to further discuss the complaint letter that it had
submitted to the GDT regarding its tax decision issued on 30 January 2023. On 12 September 2023, the GDT issued Decision No. 1357/QD-TCT
regarding the settlement of the first legal complaint submitted by management on 6 February 2023. In this decision, based on its review of the
first complaint and the supporting documents submitted, the GDT concluded that it disagrees with the content of the first complaint and decides
that the fine for the tax administrative violations as set out in Decision No. 15/QD-TCT remains unchanged. Decision No. 1357/QD-TCT also notes
that, should Lao Cai disagree with this decision, management has the right to make a legal complaint to the Vietnamese Ministry of Finance (MoF)
or to sue the GDT in court in line with legal regulations on administrative proceedings within 30 days from the date of receiving this decision. In
response to Decision No. 1357/QD-TCT, management has submitted a second letter of legal complaint on 22 September 2023 to provide further
explanation for excluding floating chips from taxable revenue, and to request that the MoF consider readjustment of the taxable revenue of Lao Cai
for FY2018, FY2019 and FY2020 as well as the associated tax shortfall and penalties. The response from the MoF is still pending, and there remains
significant uncertainty regarding the outcome.
There are no other events subsequent to the reporting period that may have a material impact on the financial statements.
Note 33. Net cash flows from operating activities
Consolidated
2023
$
2022
$
a) Reconciliation of (loss) after income tax to net cash from operating activities
(Loss) after income tax expense for the year
(38,415,201)
(16,666,372)
Adjustments for:
Depreciation and amortisation
Impairment of assets
Impairment of receivables
Non-controlling interests
Change in operating assets and liabilities:
Decrease in trade and other receivables
Decrease in inventories
(Increase) in other operating assets
(Increase) in deferred tax assets
Increase in trade and other payables
Increase in provision for income tax
Increase in provisions for employee benefits
Net cash from / (used in) operating activities
b) Change in liabilities arising from financing activities
Borrowings at beginning of the year (note 16)
Proceeds from loan borrowings
Repayments
Foreign exchange adjustments
Borrowings at end of the year (note 16)
7,331,105
26,739,077
-
1,665,482
8,358,521
-
736,637
174,744
184,628
87,189
(116,842)
(20,663)
186,621
12,405
(722,701)
(19,841)
13,475,985
2,011,098
246,805
72,547
197,479
20,457
11,250,112
(5,710,952)
2023
$
16,939,518
6,482,025
(5,760,396)
664,503
18,325,650
55
DONACO INTERNATIONAL LIMITED
Notes to financial statements
30 June 2023
Note 34. (Loss) per share
(Loss) after income tax
Non-controlling interest interest share of loss
Consolidated
2023
$
2022
$
(38,415,201)
(16,666,372)
1,665,482
174,744
(Loss) after income tax attributable to the owners of Donaco International Limited
(36,749,719)
(16,491,628)
Weighted average number of ordinary shares used in calculating basic loss per share
Adjustments for calculation of diluted loss per share:
Options over ordinary shares
Weighted average number of ordinary shares used in calculating diluted loss per share
Basic (loss) per share
Diluted (loss) per share
Note 35. Share-based payments
Employee shares
Numbers
Numbers
1,234,727,414
1,234,727,414
-
1,234,727,414
-
1,234,727,414
Cents
Cents
(2.98)
(2.98)
(1.34)
(1.34)
No shares were granted or outstanding under an employee share scheme at any time during the year ended 30 June 2023.
Employee options
No options were granted or outstanding at any time during the year ended 30 June 2023.
Note 36. Contingent assets and liabilities
DNA Star Vegas increased penalties and interest
The CGMC has not issued any notice, reminder letter and first penalty letter in relation to the non-payment of tax obligatory payments under the
Lump Sum Tax Regime to which DNA Star Vegas is subject (see note 6(a)). As at 30 June 2023, the consolidated entity has recognised contingent
liabilities in respect of the possible increased penalties and interest on the late payment of the obligatory payments payable by DNA Star Vegas to
the CGMC. The contingent liabilities are as follows:
Penalties plus interest on non-payment of tax obligatory payments to MoEF under:
- Lump Sum Tax Regime
- Real Tax Regime
Consolidated
2023
$
2022
$
424,043
-
424,043
1,292,471
288,397
1,580,868
Lao Cai increased tax on floating chip movement
In the event that Lao Cai's ongoing appeal against the Vietnamese GDT's decision on the tax treatment of floating chips is not successful, the
consolidated entity has contingent liabilities in respect of the increased tax that would arise if the floating chip movement were to be treated as
taxable revenue. Based on estimated tax calculations for the years ended 30 June 2022 and 30 June 2023, the inclusion of floating chip movement
as taxable revenue would result in the following increases:
Value-added tax
Special sale tax
Consolidated
2023
2022
115,592
299,684
415,276
-
-
-
The estimated impact on corporate income tax is nil, as Lao Cai is expected to be in a tax loss position for these years.
Other than the above, there are no contingent assets or liabilities at 30 June 2023 or 30 June 2022.
56
DONACO INTERNATIONAL LIMITED
Directors' declaration
30 June 2023
In the directors' opinion:
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001 , the Accounting Standards, the Corporations Regulations
2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International
Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2023 and of
its performance for the financial year ended on that date; and
●
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001 .
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001 .
On behalf of the directors
Mr Porntat Amatavivadhana
Chairman
29 September 2023
Sydney
57
Crowe Sydney
ABN 97 895 683 573
Level 24, 1 O’Connell Street
Sydney NSW 2000
Main +61 (02) 9262 2155
Fax +61 (02) 9262 2190
www.crowe.com.au
Independent Auditor’s Report to the Members of
Donaco International Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Donaco International Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30
June 2023, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the
Corporations Act 2001, including:
(a) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its
financial performance for the year then ended;
(b) and complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Group in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Some of the Crowe personnel involved in preparing this document may be members of a professional scheme approved under Professional
Standards Legislation such that their occupational liability is limited under that Legislation. To the extent that applies, the following disclaimer
applies to them. If you have any questions about the applicability of Professional Standards Legislation Crowe’s personnel involved in preparing
this document, please speak to your Crowe adviser.
Liability limited by a scheme approved under Professional Standards Legislation.
The title ‘Partner’ conveys that the person is a senior member within their respective division, and is among the group of persons who hold an
equity interest (shareholder) in its parent entity, Findex Group Limited. The only professional service offering which is conducted by a partnership
is external audit, conducted via the Crowe Australasia external audit division and Unison SMSF Audit. All other professional services offered by
Findex Group Limited are conducted by a privately owned organisation and/or its subsidiaries.
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a
separate and independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe
Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or
partnership interest in Findex (Aust) Pty Ltd. Services are provided by Crowe Sydney, an affiliate of Findex (Aust) Pty Ltd
© 2023 Findex (Aust) Pty Ltd
58
Independent Auditor’s Report Donaco International Limited
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial statements which indicates that the Group incurred a
net loss after income tax of $38,415,201 for the year ended 30 June 2023 and, as of that date the
Group’s current liabilities exceeded its current assets by $34,057,679. As stated in Note 1, these
events or conditions along with other matters as set forth in Note 1, indicate that a material
uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we
have determined the matters described below to be the key audit matters to be communicated in our
report. Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial report of the current period. These matters were addressed
in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. In addition to the matter described in the
Material Uncertainty Related to Going Concern section, we have determined the matters described
below to be the key audit matters to be communicated in our report.
Key Audit Matter
How we addressed the Key Audit Matter
Goodwill and Casino License Impairment Testing
Goodwill and intangible assets with an
indefinite life are required to be tested
annually for impairment and when there is
an indication that the cash generating units
(CGUs) to which the goodwill and
intangible asset have been allocated to
may be impaired.
Due to the significance of goodwill and
casino licence (an intangible asset with
indefinite useful life) to the consolidated
financial statements in the current year, the
complexity and subjectivity involved in the
impairment testing, and sensitivity of the
value-in-use calculation to cash flow
forecasts prepared by the management,
this is considered a key audit matter.
Our audit procedures included, amongst others, the following:
• Assessed the method used by management to determine
the value-in-use for each CGU.
• Assessed the appropriateness of the value-in-use
calculation models.
• Assessed the reasonableness of the key inputs in the
value-in-use calculations, being management’s cash flow
forecasts, revenue growth rates, discount rates, terminal
growth rates, and foreign currency translation rates.
• Agreed the income tax rates to the prevailing local
statutory rates.
• Assessed the sensitivity of the value-in-use calculations by
focusing on the discount rates and growth rates.
• Tested the mathematical accuracy and components of the
value-in-use calculations.
• Checked the calculation of the CGUs’ carrying amounts.
• Evaluated the appropriateness of the impairment losses
allocation to goodwill, casino licence and the other assets
of the cash generating units on a pro rata basis.
• Evaluated the adequacy of the related disclosures in Note
1, Note 2 and Note 12 to the financial statements.
Recognition of Tax Audit related Liability
Lao Cai International Hotel Joint Venture
Company (“Lao Cai Hotel”), one of the
Group’s subsidiaries, received a tax audit
decision letter from the tax authority in the
jurisdiction where Lao Cai Hotel is located.
The tax audit decision has resulted in the
recognition of income tax payable of
$588,000 and other payables of
$9,030,959, and disclosure of contingent
liability of 415,276.
Our audit procedures included, amongst others, the following:
• Assessed the tax audit decision letter and subsequent
correspondences with the tax authority.
• Held various discussions with the Group’s management
and the statutory auditor of Lao Cai Hotel.
• Reviewed Lao Cai Hotel’s statutory auditor’s audit working
papers that discussed the tax and accounting implications
to Lao Cai Hotel. The local auditor had involved their tax
© 2023 Findex (Aust) Pty Ltd
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59
Independent Auditor’s Report Donaco International Limited
Due to the significance of the above liability
balances to the consolidated financial
statements in the current year and
management’s judgment in assessing the
impact of the tax decision letter to the
Group, this is considered a key audit
matter.
expert in assessing the impact of the tax audit decision to
Lao Cai Hotel’s business and financial reporting in
accordance with the local tax laws and regulations.
• Assessed appropriateness of the accounting treatment of
the tax audit decision that management laid out in the
management memo in accordance with the Australian
Accounting Standards.
• Considered the impact to the Group’s going concern.
Together with the other matters considered, there was a
material uncertainty related to going concern at the
reporting date.
• Evaluated the adequacy of the related disclosures in Note
1, Note 2, Note 5, Note 6 and Note 36 to the financial
statements.
Other Information
The directors are responsible for the other information. The other information comprises the
information included in the Group’s Annual Report for the year ended 30 June 2023 but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group
to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
© 2023 Findex (Aust) Pty Ltd
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60
Independent Auditor’s Report Donaco International Limited
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the group financial report. We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our auditor’s report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the remuneration report included in on pages 10 to 17 of the directors’ report for
the year ended 30 June 2023.
In our opinion, the remuneration report of Donaco International Limited, for the year ended 30 June
2023, complies with section 300A of the Corporations Act 2001.
© 2023 Findex (Aust) Pty Ltd
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61
Independent Auditor’s Report Donaco International Limited
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the remuneration report, based on our audit conducted in
accordance with Australian Auditing Standards.
Crowe Sydney
Suwarti Asmono
Partner
29 September 2023
Sydney
© 2023 Findex (Aust) Pty Ltd
www.crowe.com.au
62
DONACO INTERNATIONAL LIMITED
Shareholder information
30 June 2023
The shareholder information set out below was applicable as at 22 August 2023.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Equity security holders
Number
of holders
of ordinary
shares
315
281
167
482
259
1,504
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary Shares
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
ON NUT ROAD LIMITED
TECHATUT SUKCHAROENKRAISRI
BHUVASITH CHAIARUNROJH
CITICORP NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
MR TECK LEE PATRICK TAN
BNP PARIBAS NOMS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
BNP PARIBAS NOMS PTY LTD UOBKH A/C R'MIERS
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BNP PARIBAS NOMS PTY LTD
MONEX BOOM SECURITIES (HK) LTD
TA SECURITIES HOLDINGS BERHAD
MR TIMOTHY JOHN EAKIN
HATIM TAIY PTY LIMITED
BNP PARIBAS NOMS PTY LTD UOB KH PL AC
BNP PARIBAS NOMS (NZ) LTD
MR DANKO DRAGICEVIC
DEFENDER EQUITIES PTY LTD
Unquoted equity securities
Employee options
Warrants
Substantial holders
Substantial holders in the company are set out below:
ON NUT ROAD LIMITED
TECHATUT SUKCHAROENKRAISRI (aka Lee Bug Huy)
BHUVASITH CHAIARUNROJH (aka Lee Bug Tong)
Number held
260,556,056
158,574,603
149,051,830
149,051,830
122,252,798
40,016,511
38,232,459
31,091,915
30,759,965
24,984,703
23,687,724
13,842,755
13,388,946
7,367,313
6,000,000
5,616,500
5,260,565
5,245,000
4,454,576
3,570,000
1,093,006,049
% of total
shares issued
21.09%
12.84%
12.07%
12.07%
9.90%
3.24%
3.09%
2.52%
2.49%
2.02%
1.92%
1.12%
1.08%
0.60%
0.49%
0.45%
0.43%
0.42%
0.36%
0.29%
88.49%
Number
on issue
-
-
Ordinary Shares
Number held
158,574,603
149,051,830
149,051,830
% of total
shares issued
12.84%
12.07%
12.07%
63
DONACO INTERNATIONAL LIMITED
Shareholder information
30 June 2023
Voting rights
The voting rights attached to ordinary shares and options are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Options
There are no voting rights attached to options. Upon exercise of the option, the issued shares will confer full voting rights.
Warrants
There are no voting rights attached to warrants. Upon conversion of the warrant, the issued shares will confer full voting rights.
There are no other classes of equity securities.
64
DONACO INTERNATIONAL LIMITED
Corporate directory
30 June 2023
Directors
Porntat Amatavivadhana - Non-Executive Chairman
Company secretary
Registered office
Principal place of business
Share register
Auditor
Roderick John Sutton - Non-Executive Director
Lee Bug Huy - Executive Director
Andrew Phillips - Non-Executive Director
Issaraya Intrapaiboon - Non-Executive Director
Hasaka Martin (resigned 19 September 2023)
Joan Dabon (appointed 19 September 2023)
Level 43
25 Martin Place
Sydney NSW 2000
Australia
Level 43
25 Martin Place
Sydney NSW 2000
Australia
Automic
Level 5
126 Phillip Street
Sydney NSW 2001
+61 2 9698 5414
Crowe Sydney
Level 24
1 O'Connell St
Sydney NSW 2000
Stock exchange listing
Donaco International Limited shares are listed on the Australian Securities Exchange (ASX
code: DNA)
Website
www.donacointernational.com
Corporate Governance Statement
The Corporate Governance Statement of Donaco International Limited is available from our
website www.donacointernational.com, via the tab headed "Investor Relations".
65