K-TIG Limited and Its Controlled Entities
Appendix 4E
1. Company details
Name of entity:
ABN:
Reporting period:
Previous period:
K-TIG Limited
28 158 307 549
For the year ended 30 June 2022
For the year ended 30 June 2021
2. Results for announcement to the market
$
Revenues from ordinary activities
Up
137% to
3,702,512
Loss from ordinary activities after tax attributable to the owners of K-
TIG Limited
Up
33% to
(5,962,663)
Loss for the year attributable to the owners of K-TIG Limited
Up
33% to
(5,962,663)
Dividends
No dividend has been declared or paid for the year ended 30 June 2022 (30 June 2021: $nil).
Brief explanation of any of the figures reported above
The Group recorded $3,702,512 of revenue for the current year (2021: $1,561,556). The loss from ordinary activities for
the Group after providing for income tax amounted to $5,962,663 (30 June 2021: $4,482,667). The increase in loss is
mainly attributable to the significant investment in several strategic areas focused on defence, nuclear, USA, UK and
customer acceleration pillars and an increase in employee benefits expense due to key appointments of key management
and share-based payments.
K-TIG continued working with Defence Primes and Nuclear to demonstrate the advantages of keyhole TIG welding to
their applications. In addition, k-TIG continues to invest in R&D to expand the range of metals that have independently
verified welding protocols.
3. Net tangible assets
Reporting
period
Cents
Previous
period
Cents
Net tangible assets / (liabilities) per ordinary security
2.31
3.43
Right-of-use assets recognized under AASB 16 Leases are classified as intangible assets for the purpose of
determining the net tangible assets
K-TIG Limited and Its Controlled Entities
Appendix 4E
4. Control gained over entities
Name of entities (or group of entities)
Keyhole TIG (UK) Pty Ltd
Date control gained
12 July 2021
During the financial year, K-TIG Limited incorporated a subsidiary entity in the UK to support the growth of K-TIG’s business
in this key and European market.
$
Contribution of such entities to the reporting entity's loss from ordinary activities before income tax
during for the period 1 July 2021 to 30 June 2022.
(1,339,620)
Loss from ordinary activities before income tax of the controlled entity for the whole of the previous
period.
-
5. Loss of control over entities
There was no loss of entities during the period or previous reporting period.
6. Details of associates and joint venture entities
There are no associates or joint ventures during the period or previous reporting period.
7. Audit qualification or review
The financial statements have been audited.
Details of audit/review dispute or qualification (if any):
Not applicable.
8. Attachments
Details of attachments (if any):
The audited consolidated annual report of K-TIG Limited for the year ended 30 June 2022 is attached.
Signature:
___________________________
Stuart Carmichael
Chairman
30 August 2022
K-TIG Limited and Its Controlled Entities
ABN 28 158 307 549
Consolidated Annual Report - 30 June 2022
K-TIG Limited and Its Controlled Entities
Corporate Directory
For the year ended 30 June 2022
Directorships as at the date of this
report
Stuart Carmichael, Non-Executive Chairman
Syed Basar Shueb, Non-Executive Director
Adrian Smith, Managing Director
Anthony McIntosh, Non-Executive Director
Trish White, Non-Executive Director
David Acton, Non-Executive Director
Darryl Abotomey, Non-Executive Director
Company secretaries
Registered office
Principal place of business
Brett Tucker
Deborah Ho
Ground Floor
16 Ord Street
West Perth WA 6005
Building 5
9 William Street
Mile End SA 5031
Phone: (08) 7324 6800
Share registry
Auditor
Solicitors
Principal Bankers
Automic Group
Level 2, 267 St Georges Terrace
Perth WA 6000
BDO Audit Pty Ltd
BDO Centre
Level 7, 420 King William Street
Adelaide SA 5000
Hamilton Locke
Level 27, 152-158 St Georges Terrace
Perth WA 6000
Westpac Banking Corporation
275 Kent Street
Sydney NSW 2000
Stock exchange listing
K-TIG Limited shares are listed on the Australian Securities Exchange
(ASX code: KTG)
Website
www.k-tig.com
K-TIG Limited and Its Controlled Entities
Contents
Review of Operations
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
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3
17
18
19
20
21
22
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51
55
K-TIG Limited and Its Controlled Entities
Review of Operations
For the year ended 30 June 2022
Overview
K-TIG is a transformative, industry-disrupting welding technology that seeks to change the economics of fabrication. K-
TIG’s high-speed precision welding technology welds up to 100 times faster than traditional TIG welding, achieving full
penetration in a single pass in materials up to 16mm in thickness and typically operates at twice the speed of plasma
welding.
K-TIG works across a wide range of applications and is particularly well suited to corrosion-resistant materials such as
stainless steel, nickel alloys, titanium alloys, carbon steels, and most exotic materials. It easily handles longitudinal and
circumferential welds on pipes, spooling, vessels, tanks and other materials in a single pass.
Originally developed by the CSIRO, K-TIG owns all rights, title and interest in and to the proprietary and patented
technology and has been awarded Australian Industrial Product of the Year and the DTC Defence Industry Award.
2022 Highlights
During the year, K-TIG has made substantial progress and delivered on key business milestones.
Revenue Growth
• Revenue increased by 137% to $3.70m (2021: $1.56m)
• Operating cash receipts increased by 308% to $3.88m (2021: $0.95m)
• Continued sales momentum and increase in sales pipeline as potential customers responded to the increased
capabilities of the USA and UK subsidiaries and the European market expansion
Strong Balance Sheet
• Cash of $3.8m
• Net assets of $4.7m
Business Development and Operations
Despite a challenging macroeconomic environment in view of the global Covid-19 pandemic and seeing a lengthening in
the sales cycle due to economic conditions, K-TIG achieved several key milestones during the year, including:
• Successfully raised $3.85m (before costs) via a private placement with solid support from existing major
shareholders, new institutions & family offices, sophisticated investors
• Signed formal agreement with the Nuclear Advanced Manufacturing Research Centre (Nuclear AMRC) to develop a
turnkey robotic welding cell that may be used to produce nuclear storage containers. The project will see K-TIG and
Nuclear AMRC collaborate to develop the robotic welding cell within a Nuclear Industry Technology Demonstration
Facility. In addition, K-TIG will own all Intellectual Property developed by the project
• Continuing to investigate opportunities in the Nuclear sector in the United Kingdom
• Established UK operations and appointed two senior business development executives to drive the UK and European
market expansion
• K-TIG successfully welded the armoured steel provided by and joint geometries specified by Hanwha Defense
Australia and Hanwha Defense Corporation; following the previously announced MOU
• Actively progressed the engagement with Defence Primes in the Australian Maritime Defence sector to target
lightweight structures of current award contracts
• Signed distributor agreements across Europe, South East Asia, the Middle East and the United States
• K-TIG’s ongoing in-house R&D development and in conjunction with customers in the development of Evolve 3
Controller to support optional advanced functionality, development of other features including weld inspection,
automated seam tracking, robotic interfaces and multi torch applications, development of turnkey welding cells
integrating K-TIG systems
• Strengthened the executive management team to support continued international growth and allow the business to
execute on several strategic fronts
K-TIG remains focused on accelerating its strategic pillars, including enhancing its presence in the USA, UK and
European markets, advancing K-TIG’s technology in the multi-billion dollar defence and nuclear industries and
undertaking R&D, in-house and in conjunction with innovative customers to develop welding solutions for other metals
such as aluminium, other exotics and other highly specialised industries.
2
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
The Directors present their report, together with the financial statements, on K-TIG Limited (“K-TIG” or “Company”) and its
controlled entities (“consolidated group”) for the ended 30 June 2022.
Directors
The following persons were directors of K-TIG Limited during the financial year and up to the date of this report unless
otherwise stated:
Stuart Carmichael
Syed Basar Shueb
Adrian Smith
Anthony McIntosh
Trish White
David Acton
Darryl Abotomey
Principal activities
K-TIG is a transformative, industry-disrupting welding technology that is changing the economics of fabrication with its
proprietary high-speed precision welding technology.
Dividends
No dividends were declared or paid out during the financial year (30 June 2021: Nil).
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the consolidated group during the financial year.
Review of operations
Refer to the Review of Operations in the preceding section.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2022 that has significantly affected, or may significantly affect the
consolidated group’s operations, the results of those operations, or the consolidated group's state of affairs in future financial
years.
On 29 July 2022, entered into a non-binding MOU with Darchem Engineering Limited (Darchem) regarding intent to novate
an Intermediate Level Waste, ILW, Nuclear Storage container contract that Darchem has to K-TIG. Whereby K-TIG to
facilitate company technology development and optimise the design and manufacturing process for Intermediate Level
Waste Containers.
Likely developments and expected results of operations
The Company continues to build an extensive sales pipeline in key growth markets, including the United States, United
Kingdom and Europe.
Environmental regulation
The consolidated group is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
3
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
Stuart Carmichael
Non-Executive Chairman (Appointed 30 June 2017)
B Com, C.A (Aust)
Mr Carmichael has extensive international corporate advisory, mergers and
acquisitions, and operational experience. Mr Carmichael held various senior
executive leadership positions with UGL, DTZ, AJG and KPMG Corporate
Finance. Mr Carmichael has extensive corporate and operational experience
across multiple geographies, having lived and worked in the US, UK, Europe,
the Middle East and Australia.
Mr Carmichael’s sector experience includes the construction, transportation
and logistics, facilities management, corporate real estate and professional
services sectors. Mr Carmichael graduated from the University of Western
Australia with a Bachelor of Commerce degree, majoring in Accounting and
Finance and is a qualified Chartered Accountant.
Other current directorships:
Non-Executive Director of De.mem Limited (ASX:DEM)
Former directorships (last 3
years):
Non-Executive Director of ClearVue Technologies Limited (ASX:CPV)
Non-Executive Director of Harvest Technology Group Limited (ASX:HTG)
Non-Executive Director of Orexplore Technologies Limited (ASX:OXT)
Non-Executive Director of Osteopore Limited (ASX:OSX) - October 2021
Non-Executive Director of Swick Mining Services Limited (ASX:SWK)- February
2022
Non-Executive Chairman of Schrole Limited (ASX:SCL) - May 2022
Name:
Title:
Qualifications:
Experience and expertise:
Syed Basar Shueb
Non-Executive Director (Appointed 30 September 2019)
Bachelor of Science in Computer Engineering
Mr Shueb is the General Manager of the Pal Group of Companies, a subsidiary of
the Abu Dhabi-based Royal Group, chaired by His Highness Sheikh Tahnoon Bin
Zayed Al Nahyan, and is the Chairman of Royal Falcon Mining LLC. Mr Shueb has
extensive experience in the process, manufacturing, fabrication, construction and
service industries.
Other current directorships:
-
Former directorships (last 3 years): -
Name:
Title:
Qualifications:
Experience and expertise:
Mark Twycross
Non-Executive Director (Appointed 20 February 2020 – 16 March 2020, from 28 July
2020 – 1 December 2021)
Executive Director (Appointed 16 March 2020 – 28 July 2020)
BSc civil engineering, Grad diploma business, FAICD
Mr Twycross has over 40 years in the energy, oil and gas, water and infrastructure
industries in Australasia (Australia, New Zealand and Papua New Guinea),
Southeast Asia, the Middle East, Africa, Caspian and United Kingdom. Mr Twycross
brings a track record of securing major contracts and contract execution to clients in
the oil and gas, and water infrastructure sectors.
Mr Twycross has previously held senior executive leadership positions with Quanta
Services and McConnell Dowell.
-
Other current directorships:
Former directorships (last 3 years): -
4
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Name:
Title:
Qualifications:
Experience and expertise:
Adrian Smith
Managing Director (Appointed 1 November 2020)
Executive Director (Appointed 28 July 2020 – 1 November 2020)
Non-executive Director (Appointed 20 February 2020 - 28 July 2020)
B.E. (Hons), B.SC. MBA, FAICD
Mr Smith has both large public company and private SME board experience and has
demonstrated history of growing innovative, business-to-business companies in both
Managing Director and Chief Executive Officer roles.
Skilled at working with technology and business entrepreneurs to transition
companies from small start-ups into sustainable enterprises, Mr Smith brings a
strong
to deliver exceptional
performance.
focus on managing people and relationships
Mr Smith has previously had the role of Managing Director of Rheinmetall Defence
Australia Pty Ltd. Previously, Mr Smith was the founder and Chief Executive Officer
of Sydac, a simulation and training business. Sydac was founded in 1988 and
culminated in becoming the world’s #2 supplier of railway training systems with a
staff of 135 and offices in Australia, Europe and India before negotiating an exit with
German multi-national Knorr-Bremse GmbH.
Non-Executive Director UniSA Ventures
Other current directorships:
Former directorships (last 3 years): -
Name:
Title:
Qualifications:
Experience and expertise:
Anthony McIntosh
Non-Executive Director (Appointed 23 June 2020)
B Com, GAICD
Mr McIntosh has extensive experience in investment marketing, investor relations
and strategic planning, with a focus on small caps, as well as a strong and well-
established network of stockbroking and investment fund manager.
Mr McIntosh is a graduate of the Australian Institute Company Director course and
Bond University with a Bachelor of Commerce degree majoring in marketing.
Other current directorships:
Non-Executive Director of Strategic Energy Resources Limited (ASX:SER)
Non-Executive Director of Copper Strike Resources Limited (ASX:CSE)
Non-Executive Director of Koonenberry Gold Limited (ASX:KNB)
Former directorships (last 3 years): Non-Executive Director of Echo Resources Limited (ASX: EAR) – November 2019
Non-Executive Director of Alice Queen Limited (ASX:AQX) – May 2022
Name:
Title:
Qualifications:
Experience and expertise:
Trish White
Non-Executive Director (Appointed 1 December 2021)
AM BE BA DUniv (hc)(Adel) HonFIEAust FAICD
Ms White is a professional director and advisor who brings substantial board-level
experience in strategy, business development, major project and risk management,
acquisition and integration, and corporate governance. Ms White has a unique set of
skills and capabilities formed over a career which spanned roles in broadcasting and
defence, national infrastructure projects, senior cabinet minister, and senior
executive and non-executive directorships.
Ms White is currently Non-Executive Chair of Building Communities Vic Ltd, Non-
Executive Director of Flinders Port Holdings Pty Ltd, Non-Executive Director of
National Rail Safety Regulator, Non-Executive Director of Hypersonix Launch
Systems Ltd, Non-Executive Director of Engineers Australia (formerly Chair and
National President) and is a Member of the Executive Council of Ai Group’s Industry
4.0 Advanced Manufacturing Forum. Ms White was previously a Non-Executive
Director of Australia Post and a former senior cabinet minister in the South
Australian Government with portfolios of Transport and Infrastructure, Urban
Development and Planning, Science and Information Economy and Education.
Other current directorships:
-
Former directorships (last 3 years): -
5
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Name:
Title:
Qualifications:
Experience and expertise:
David Acton
Non-Executive Director (Appointed 1 December 2021)
Bachelor of Business, CFA
Mr Acton has extensive international equity capital markets experience with long-
standing relationships with institutional investors both in Australia and internationally.
Mr Acton has been a Senior Advisor at Rothschild Australia with a focus on Equity
capital markets since 2017. Prior to 2017, Mr Acton spent 25 years at global
investment banks with roles in equity research, distribution and capital markets.
Between 2000 and 2016, Mr Acton worked at Goldman Sachs in New York,
Singapore and Sydney as an equity specialist advising institutional investors. From
2006 to 2016 Mr Acton was a partner at Goldman Sachs JBWere and a Managing
Director at Goldman Sachs where he held board and risk committee roles.
Other current directorships:
Former directorships (last 3 years): FirstWave Cloud Technology Limited (ASX: FCT) – June 2021
-
Name:
Title:
Qualifications:
Experience and expertise:
Darryl Abotomey
Non-Executive Director (Appointed 4 April 2022)
B.Com, FCPA, MAICD
Mr Abotomey brings over 30 years of executive leadership and financial expertise
having held Board and executive leadership roles across manufacturing, global
paper and packaging distribution and automotive aftermarket industries.
Mr Abotomey was most recently Chief Executive Officer and Managing Director of
Bapcor Limited, Asia Pacific’s leading provider of vehicle parts, accessories,
equipment, service and solutions, where during his 10 years in that role he was
instrumental to the successful growth and expansion of the business in line with its
strategic growth plan.
Prior to joining Bapcor Limited, Mr Abotomey was CFO of Sunclipse Inc, a
subsidiary of Amcor based in the USA and held roles of regional and group general
manager at Amcor Fibre Packaging and Amcor Printing Papers Group in Australia,
where he was responsible for international trade, including logistics and supply
chain. Mr Abotomey also gained extensive experience in strategy, business
restructuring, information technology and product launching.
From 2000, Mr Abotomey served as a Board Director and CFO of Paperlinx Limited,
where he led the due diligence, funding and settlement negotiations for international
acquisitions. He successfully transitioned the business involving multi-country legal,
financial, statutory, business culture, cultural, tax and insurance issues.
Other current directorships:
Former directorships (last 3 years): Bapcor Limited (ASX: BAP) – December 2021
Between 2006 and 2010, Mr Abotomey served as CFO/COO and Director of the
Board of Exego Group Pty Limited (Repco) and as an independent director of CPI
Group Ltd.
-
Tye Soon Limited (SGX: BFU) May 2021 to December 2021
6
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Interests in the securities of the group
(1) Ordinary shares are fully paid
(2) Unlisted options exercisable at $0.30 per option, expiring 30 Sep 2023
(3) Performance rights per director, 500,000 class A, 500,000 class B and 500,000 class C
(4) Vesting long-term incentive shares
Other current directorships quoted above are current directorships for listed entities only and exclude directorships of all
other types of entities unless otherwise stated. Former directorships (last 3 years)' quoted above are directorships held in
the last 3 years for listed entities only and excludes directorships of all other types of entities unless otherwise stated.
Joint company secretary
Brett Tucker (Appointed 5 January 2017)
Mr. Tucker has acted as Company Secretary to several ASX listed and private companies and has been involved in
numerous public corporate acquisitions and transactions. Mr. Tucker is a Chartered Accountant with a strong corporate
and compliance background gained from experience in an international accounting practice, working in audit and taxation
across a wide range of industries.
Deborah Ho (Appointed 31 January 2019)
Ms. Ho has over seven years of experience in company secretarial, corporate compliance and financial accounting
matters. She has acted as Company Secretary and financial accountant for several publicly listed Australian companies
and gained audit experience from her time with international accounting practices. She holds a Bachelor of Commerce
from Curtin University and is an Associate Member of the Governance Institute of Australia.
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') and each Board committee held during the year
ended 30 June 2022, and the number of meetings attended by each director was:
(1) These are conducted by the Board as a whole, as part of board meetings
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated group, 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.
7
DirectorOrdinary Shares (1)Options (2)Performance Rights (3)Long Term Incentive (4)Stuart Carmichael175,438 370,000 1,500,000 - Syed Basar Shueb2,528,155 180,000 1,500,000 - Mark Twycross40,000 180,000 1,500,000 - Adrian Smith1,100,000 180,000 - 3,500,000 Anthony McIntosh975,000 180,000 1,500,000 - Trish White - - - - David Acton - - - - Darryl Abotomey - - - - 4,818,593 1,090,000 6,000,000 3,500,000 NameHeldAttendedHeldAttendedStuart Carmichael15 15 - - Syed Basar Shueb15 - - - Mark Twycross7 7 - - Adrian Smith15 15 - - Anthony McIntosh15 14 - - Trish White7 7 - - David Acton7 7 - - Darryl Abotomey3 3 - - Board MeetingAudit & Risk Committee (1)
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Remuneration report audited (continued)
The remuneration report is set out under the following main headings:
●
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The Board is responsible for determining and reviewing directors and senior executives compensation arrangements. The
Board assesses the appropriateness of the nature and amount of emoluments of such officers yearly by reference to
relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the
retention of a high-quality board and executive team. The expected outcome of this remuneration structure is to retain and
motivate the Directors and Senior Executives.
The board has adopted a formal Remuneration Committee Charter and Remuneration Policy as part of its Corporate
Governance Policies and Procedures. Currently, the entire Board performs the function of the Remuneration Committee.
However, given that the consolidated group remains at an early stage of development, the Board’s overall approach to
compensation remains subject to change. Accordingly, it will continue to evolve as the consolidated group grows and
develops its business.
In accordance with best practice corporate governance, the structure of non-executive director and executive
director/managing director remuneration is separate.
Non-executive directors’ remuneration
The Constitution provides that the remuneration of non-executive Directors will not be more than the aggregate fixed sum
determined by a general meeting of shareholders. The remuneration of executive Directors will be set by the Directors and
may be paid by way of a fixed salary or consultancy fee.
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 Board. Non-executive Directors do not
receive performance-based pay.
The maximum aggregate amount which has been approved to be paid to non-executive Directors is currently set at
A$500,000 per annum.
Executive directors
Executive Directors are not entitled to receive any additional compensation, including employee options, in their capacity
as Directors.
Chairman’s fees
The chairman’s fees are determined independently of the fees of non-executive Directors based on comparative roles in
the external market.
Additional fees
A Director may also be paid fees or other amounts as the Directors determine if a Director performs special duties or
otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for
out-of-pocket expenses incurred as a result of their directorship or any special duties.
Retirement allowances for directors
Superannuation contributions required under the Australian Superannuation Guarantee Legislation continue to be made
and are deducted from the Directors’ overall fee entitlements where applicable.
8
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Remuneration report audited (continued)
Executive remuneration
Compensation objectives
Pursuant to the Remuneration Policy, the consolidated group’s compensation policies and practices are designed to:
(a) align executive remuneration with shareholder interests;
(b) retain, motivate and reward appropriately qualified executive talent for the benefit of the consolidated group;
(c)
to achieve a level of remuneration that reflects the competitive market in which the consolidated group operates;
(d)
(e)
to ensure that individual remuneration is linked to performance criteria if appropriate; and
to ensure that executives are rewarded for both financial and non-financial performance.
The Board aims to satisfy these objectives by adopting a compensation program for executive officers that combines base
remuneration, which is market-related, with performance-based remuneration, which is determined annually. All market
comparisons reflect an informal assessment and are based on the Board’s knowledge and experience in executive
compensation matters. The Company retained no remuneration consultant in determining the remuneration of any of the
KMP.
Overall remuneration decisions are subject to the discretion of the Board. They can be changed to reflect competitive and
business conditions in the consolidated group's and shareholders' interests to do so. Executive remuneration and other
terms of employment are reviewed annually by the Board regarding the performance and relevant comparative information.
Compensation components
In accordance with the remuneration policy, the compensation currently consists primarily of three elements: base salary,
cash bonus and long-term equity incentives. Each element of compensation is described in more detail below.
Base salary
A primary element of the Company’s compensation program is base salary. The Company believes a competitive base
salary is necessary to attract and retain qualified executive officers. Accordingly, the amount payable to an executive
officer is determined based on the scope of their responsibilities and prior experience while considering an informal
evaluation of competitive market compensation for similar positions and overall market demand for such executives at the
time of hire.
Base salaries are reviewed annually and increased for merit reasons, based on the executive officer’s success in meeting
or exceeding Company and individual objectives. Additionally, base salaries can be adjusted as warranted throughout the
year to reflect promotions or other changes in the scope or breadth of the executive officer’s role or responsibilities and
market competitiveness.
Cash bonus plan
Remuneration for certain individuals is directly linked to the performance of the consolidated group. A portion of a cash
bonus and incentive payments are dependent on defined milestones being met. In addition, ad hoc cash bonuses may be
paid from time to time if deemed appropriate by the Board, based on the attainment of particular objectives.
Long-term equity incentives
Equity-based awards are a variable element of compensation that allows executive officers to be rewarded for their
sustained contributions to the consolidated group. Equity awards reward continued employment by an executive officer,
with an associated benefit to K-TIG of attracting employees, continuity and retention. Executives may participate in share,
performance rights and option schemes generally made in accordance with thresholds set in plans approved by
shareholders if deemed appropriate. However, the Board considers it appropriate to retain the flexibility to issue shares,
performance rights and options to executives outside of approved schemes in exceptional circumstances.
Voting and comments made at the Company's 2021 Annual General Meeting ('AGM')
At the 2021 AGM, 98.47% of the votes received supported the adoption of the remuneration report for the year ended 30
June 2021. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Details of the consolidated group's remuneration of key management personnel are set out in the following tables.
The value of remuneration received or receivable by key management personnel for the consolidated group for the
financial year is as follows:
9
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Remuneration report audited (continued)
(1) Cash bonus related to mutually agreed revenue and operational KPI’s being met at a maximum of 75% of base salary per Executive Services
Agreement as approved by shareholders
(2) Appointed 20 February 2020, resigned 1 December 2021
(3) Appointed 1 December 2021
(4) Appointed 1 December 2021
(5) Appointed 4 April 2022
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Cash bonuses are dependent on meeting defined performance measures. Adrian Smith is entitled to an STI cash bonus of
up to 75% of base salary (excluding super) payable each anniversary (01 November) subject to the satisfaction of mutually
agreed revenue and operational KPI’s. The Board has approved the maximum 75% of base salary payable, and the bonus
is accrued evenly up to 30 June 2022 on this basis. The bonus is payable on the anniversary of the commencement of
employment as Managing Director.
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
10
2022Salary & FeesCash Bonus (1)Other FeesSuper-annuationEquity-Settled OptionsTotalStuart Carmichael74,583 - - 7,458 61,207 143,248 Syed Basar Shueb49,583 - - 4,958 61,207 115,748 Mark Twycross (2)17,500 - - (831) 61,207 77,876 Adrian Smith 350,000 262,500 - 35,000 493,118 1,140,618 Anthony McIntosh 49,583 - - 4,958 61,207 115,748 Trish White (3)35,000 - - 3,500 - 38,500 David Acton (4)35,000 - - 3,500 - 38,500 Darryl Abotomey (5)15,000 - - 1,500 - 16,500 626,249 262,500 - 60,043 737,946 1,686,738 2021Salary & FeesCash BonusOther FeesSuper-annuationEquity-Settled OptionsTotalStuart Carmichael60,000 - 10,820 5,700 118,594 195,114 Syed Basar Shueb32,375 - - 3,076 118,594 154,045 Mark Twycross40,000 - 5,000 - 118,594 163,594 Adrian Smith273,249 175,000 9,375 22,167 403,530 883,321 Anthony McIntosh35,680 - - 3,390 118,594 157,664 Trish White - - - - - - David Acton - - - - - - Darryl Abotomey - - - - - - 441,304 175,000 25,195 34,333 877,906 1,553,738 Name202220212022202120222021Stuart Carmichael57%39%--43%61%Syed Basar Shueb47%23%--53%77%Mark Twycross21%28%--79%72%Adrian Smith34%80%23%20%43%-Anthony McIntosh47%25%--53%75%Trish White100%-----David Acton100%-----Darryl Abotomey100%-----At Risk - LTIAt Risk - STIFixed Remuneration
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Remuneration report audited (continued)
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Adrian Smith
Managing Director (from 1 November 2020)
1 November 2020 (as an amendment to the existing Executive Services Agreement)
Until 1 November 2023 (1 month written notice)
Base salary of $29,166.67 per month plus superannuation
Cash bonus of up to 75% of base salary (excluding superannuation) subject to the
satisfaction of mutually agreed KPI’s
Grant of 4,500,000
anniversary dates of commencement of employment in the new role
The Board will conduct a review of the terms annually
long-term incentive shares to be issued at subsequent
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
No ordinary shares were issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2022.
Performance rights
The terms and conditions of each grant of performance rights over ordinary shares affecting the remuneration of directors
and other key management personnel in this financial year or future reporting years are as follows:
The Performance rights have the following milestones attached to them and are subject to the milestone dates set out
below:
a) Tranche 1 (Class A): 2,000,000 performance rights will vest when the Company achieves a volume-weighted average
price (“VWAP”) of at least $0.35 over any twenty consecutive trading day period before 1 April 2021;
b) Tranche 2 (Class B): 2,000,000 performance rights will vest when the Company achieves a VWAP of at least $0.50
c)
over any twenty consecutive trading day period before 1 October 2021; and
(Tranche 3 (Class C): 2,000,000 performance rights will vest when the Company achieves a VWAP of at least $0.75
over any twenty consecutive trading day period before 1 October 2022.
Performance rights granted carry no dividend or voting rights. All performance rights were granted over unissued fully paid
ordinary shares in the Company. Performance rights vest based on the vesting period, whereby the executive becomes
beneficially entitled to the performance rights on the vesting date. Performance rights are exercisable by the holder from
the vesting date. There has not been any alteration to the terms or conditions of the grant since the grant date. No amounts
are paid or payable by the recipient regarding granting such performance rights.
11
NameNumber of Performance Rights GrantedGrant DateMilestone DateExpiry DateExercise PriceFair Value per Performance Right at Grant DateStuart Carmichael27/11/202022/12/2025 - Class A500,000 Before 1 Apr 2021$ -$0.0995 - Class B500,000 Before 1 Oct 2021$ -$0.1252 - Class C500,000 Before 1 Oct 2022$ -$0.1563Syed Shueb27/11/202022/12/2025 - Class A500,000 Before 1 Apr 2021$ -$0.0995 - Class B500,000 Before 1 Oct 2021$ -$0.1252 - Class C500,000 Before 1 Oct 2022$ -$0.1563Mark Twycross27/11/202022/12/2025 - Class A500,000 Before 1 Apr 2021$ -$0.0995 - Class B500,000 Before 1 Oct 2021$ -$0.1252 - Class C500,000 Before 1 Oct 2022$ -$0.1563Anthony McIntosh27/11/202022/12/2025 - Class A500,000 Before 1 Apr 2021$ -$0.0995 - Class B500,000 Before 1 Oct 2021$ -$0.1252 - Class C500,000 Before 1 Oct 2022$ -$0.1563
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Remuneration report audited (continued)
Tranche 1 had already vested before the relevant milestone date of 1 April 2021, and Tranche 2 has already vested before
the relevant milestone date of 1 October 2021. Accordingly, the holders had not exercised the vested performance rights
as of 30 June 2022.
Mark Twycross resigned as a director on 1 December 2022. The board exercised their discretion to remove the service
conditions of his unvested (class c) performance shares. This modification has no impact on the fair value of the
performance rights or the other vesting conditions
The share-based payment expense recognised concerning performance rights over ordinary shares granted and the value
of performance rights exercised and lapsed for directors and other key management personnel as part of compensation
during the year ended 30 June 2022 are set out below:
Options
No options were granted to directors and other key management personnel as part of compensation during the year ended
30 June 2022.
Long-term incentive shares
The terms and conditions of each grant of long-term incentive shares affecting the remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
On 1 November 2020, Mr Smith was appointed as Managing Director of the Company. Shares will be issued at each
employment anniversary, with 50% of shares issued subject to a voluntary escrow period of 12 months.
The share-based payment expense recognised concerning long-term incentive shares granted and the value of long-term
incentive shares lapsed for directors and other key management personnel as part of compensation during the year ended
30 June 2022 are set out below:
12
NameShared-Based Payment expense of Performance Rights during the Year $Value of Performance Rights Exercised during the Year $Value of Performance Rights Lapsed during the Year $Remuneration Consisting of Performance Rights for the Year %Stuart Carmichael61,207 - - 43%Syed Basar Shueb61,207 - - 53%Mark Twycross61,207 - - 79%Anthony McIntosh61,207 - - 53%244,828 - - NameNumber of Long Term Incentive Share Grant DateVesting DateFair Value per Share at Grant DateAdrian Smith - Tranche 11,000,000 27/11/202001/11/2021$0.27 - Tranche 21,500,000 27/11/202001/11/2022$0.27 - Tranche 32,000,000 27/11/202001/11/2023$0.27Long-Term Incentive SharesBalance at the Start of the YearNumber of Long-Term Incentive Shares Converted to Ordinary Shares during the YearBalance at the End of the YearAdrian Smith4,500,000 1,000,000 3,500,000
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Remuneration report audited (continued)
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 group, including their personally related parties, is set out below:
Performance rights holding
The number of performance rights over ordinary shares in the Company held during the financial year by each director and
other members of key management personnel of the consolidated group, including their personally related parties, is set out
below:
(1) 4,000,000 performance rights (1,000,000 per each key management personnel holding these rights) had vested and were exercisable at 30 June 2022
13
NameShared-Based Payment expense of Long-Term Incentive Shares Vested during the Year $Value of Long Term Incentive Shares Lapsed during the Year $Remuneration Consisting of Long Term Incentive Shares for the Year %Adrian Smith493,118 - 43%Ordinary SharesBalance at the Start of the YearBalance at AppointmentConversion of Long Term Incentive Shares to Ordinary SharesAdditions / OtherDisposals / OtherBalance at the End of the YearStuart Carmichael175,438 - - - 175,438 Syed Basar Shueb2,528,155 - - - 2,528,155 Mark Twycross40,000 - - - 40,000 Adrian Smith100,000 - 1,000,000 - - 1,100,000 Anthony McIntosh975,000 - - - 975,000 Trish White - - - - - - David Acton - - - - - - Darryl Abotomey - - - - - - 3,818,593 - 1,000,000 - - 4,818,593 Peformance Rights over Ordinary SharesBalance at the Start of the Year (1)Granted upon AppointmentAdditions / OtherExcercisedLapsedBalance at the End of the YearStuart Carmichael1,500,000 - - - - 1,500,000 Syed Basar Shueb1,500,000 - - - - 1,500,000 Mark Twycross1,500,000 - - - - 1,500,000 Adrian Smith - - - - - - Anthony McIntosh1,500,000 - - - - 1,500,000 Trish White - - - - - - David Acton - - - - - - Darryl Abotomey - - - - - - 6,000,000 - - - - 6,000,000
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Remuneration report audited (continued)
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director and other
members of key management personnel of the consolidated group, including their personally related parties, is set out
below:
(1) All options are exercisable at 30 June 2022
Long-term incentive shares holding
Following approval by shareholders at the Company’s Annual General Meeting on 27 November 2020, Mr Smith is earning
up to 4,500,000 ordinary shares in the Company. Long-term incentive shares of 1,000,000 were converted to ordinary
shares during the financial year (30 June 2021: nil).
Other transactions with key management personnel and their related parties
During the financial year, payments for company secretarial, accounting and corporate advisory fees, totalling $120,730
(30 June 2021: $96,531), were made to Ventnor Capital Pty Ltd (the director-related entity of Mr Carmichael). The current
trade and other payable balance as at 30 June 2022 was nil (30 June 2021: $12,230). All transactions were made on
normal commercial terms and conditions and at market rates.
No related party loans were held or provided by the Company at any time during the financial year (30 June 2021: nil).
This concludes the remuneration report, which has been audited.
Additional information
The earnings of the consolidated group for the five years to 30 June 2022 are summarised below:
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
(1) Despite the consolidated group applying the continuation method of accounting for the acquisition of Keyhole TIG Ltd in the financial year ended 30
June 2020, the TSR factors have not been presented for financial years before 30 June 2020 due to incomparable operations and capital structures.
14
Options over Ordinary SharesBalance at the Start of the Year (1)Granted upon AppointmentAdditions / OtherExcercisedLapsedBalance at the End of the YearStuart Carmichael370,000 - - - - 370,000 Syed Basar Shueb180,000 - - - - 180,000 Mark Twycross180,000 - - - - 180,000 Adrian Smith180,000 - - - - 180,000 Anthony McIntosh180,000 - - - - 180,000 Trish White - - - - - - David Acton - - - - - - Darryl Abotomey - - - - - - 1,090,000 - - - - 1,090,000 2022$2021$2020$2019 $2018 $Sales revenue3,702,512 1,561,556 333,366 1,069,198 2,236,196 EBITDA(5,767,474) (4,233,702) (8,245,702) (1,641,599) (33,018) EBIT(5,954,261) (4,473,399) (8,407,290) (1,686,617) (101,189) Loss after income tax(5,962,663) (4,482,667) (8,411,825) (1,690,187) (105,787) 2022$2021$2020$2019 $2018 $Share price at financial year end ($) (1)0.250.440.19--Total dividends declared (cents per share) (1)-----Basic loss per share (cents per share) (1)(3.43)(2.76)(6.97)--
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
Shares under option
Unissued ordinary shares of K-TIG Limited under option at the date of this report are as follows:
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of
the Company or of any other body corporate.
Shares issued on the exercise of options
There were no shares issued of K-TIG Limited during the year ended 30 June 2022 and up to the date of this report on the
exercise of options granted:
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of
the Company against liability to the extent permitted by the Corporations Act 2001. The insurance contract prohibits
disclosure of the liability's nature and the premium's amount.
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
There were a total of $2,352 in non-audit services provided during the financial year by the auditor (30 June 2021: $6,332).
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 24 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 undermines the general principles relating to auditor independence as set out in APES 110 –
Part 4A 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 an advocate for the Company or jointly sharing economic risks and rewards.
●
Officers of the Company who are former partners of BDO Audit Pty Ltd
There are no officers of the Company who are former partners of BDO Audit Pty Ltd.
15
Unissued ordinary sharesGrant DateExpiry DateExercise PriceNumber under Option30/09/201930/09/2023$0.305,472,152 30/09/201930/09/2023$0.30960,000 30/09/201930/09/2023$0.30180,000 Shares issued on exercise of optionsDate Options GrantedExercise PriceNumber under Option29/01/2018$0.232,101,428
K-TIG Limited and Its Controlled Entities
Directors' report
For the year ended 30 June 2022
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
immediately after this directors' report.
Auditor
BDO Audit Pty Ltd was appointed at the last AGM, a change from BDO Audit (SA) Pty Ltd. BDO Audit Pty Ltd continues in
office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a directors resolution pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Stuart Carmichael
Chairman
30 August 2022
Perth
16
Tel: +61 8 7324 6000
Fax: +61 8 7324 6111
www.bdo.com.au
BDO Centre
Level 7, 420 King William Street
Adelaide SA 5000
GPO Box 2018 Adelaide SA 5001
Australia
DECLARATION OF INDEPENDENCE
BY G K EDWARDS
TO THE DIRECTORS OF K-TIG LIMITED
As lead auditor of K-TIG Limited for the year ended 30 June 2022, I declare that, to the best of my
knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of K-TIG Limited and the entities it controlled during the period.
G K Edwards
Director
BDO Audit Pty Ltd
Adelaide, 30 August 2022
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
17
K-TIG Limited and Its Controlled Entities
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2022
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
18
Note20222021$$33,702,512 1,561,556 (1,427,035) (780,887) Gross profit/(loss)2,275,477 780,669 Other income4190,583 86,300 ExpensesMarketing expenses(494,464) (216,762) Corporate expense(1,381,117) (1,066,798) Service expense(453,022) (301,808) Employee benefits expense(5,544,729) (3,386,383) Office/workshop expense(292,907) (203,436) Travel expense(189,891) (41,845) R&D expense(59,067) (102,028) Other expenses(13,526) (30,576) Total operating expenses(8,428,722) (5,349,636) (Loss) before income tax expense(5,962,663) (4,482,667) Income tax expense6 - - (Loss) for the year(5,962,663) (4,482,667) Other comprehensive income / (expense)18,474 (13,141) Total comprehensive loss for the year(5,944,188) (4,495,808) CentsCentsLoss per share to owners of K-TIG LimitedBasic loss per share32(3.43) (2.76) Diluted loss per share32(3.35) (2.76) ConsolidatedSales revenueCost of sales
K-TIG Limited and Its Controlled Entities
Consolidated statement of financial position
As at 30 June 2022
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
19
Note20222021$$AssetsCurrent assetsCash and cash equivalents73,726,745 5,067,638 Trade and other receivables8856,547 884,729 Inventories91,309,187 573,144 Financial assets40,000 40,000 Total current assets5,932,479 6,565,511 Non-current assetsOther receivables814,150 14,150 Property, plant and equipment10426,366 547,699 Right-of-use-assets11437,320 80,458 Intangibles1230,876 41,933 Total non-current assets908,712 684,240 Total assets6,841,191 7,249,751 LiabilitiesCurrent liabilitiesTrade and other payables131,211,147 874,878 Amounts received in advance14322,256 170,945 Lease Labilities1577,730 85,209 Employee benefits16199,935 190,299 Total current liabilities1,811,068 1,321,331 Non-current liabilitiesLease liabilities15359,590 - Employee benefits1616,715 13,107 Total non-current liabilities376,305 13,107 Total liabilities2,187,373 1,334,438 Net assets4,653,818 5,915,313 EquityIssued capital1727,299,303 23,443,733 Share based payment reserve182,566,786 1,739,664 Foreign currency translation reserve5,335 (13,141) Accumulated losses(25,217,606) (19,254,943) Total Equity4,653,818 5,915,313 Consolidated
K-TIG Limited and Its Controlled Entities
Consolidated statement of changes in equity
For the year ended 30 June 2021
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
20
ConsolidatedIssued Capital $Shared Based Payments Reserve $Foreign Currency Translation Reserve $Accumulated Losses $Total $17,732,901 871,990 - (14,772,276) 3,832,615 - - - (4,482,667) (4,482,667) - - (13,141) - (13,141) - - (13,141) (4,482,667) (4,495,808) 5,042,503 - - - 5,042,503 185,000 - - - 185,000 - 464,144 - - 464,144 - 403,530 - - 403,530 483,329 - - - 483,329 23,443,733 1,739,664 (13,141) (19,254,943) 5,915,313 ConsolidatedIssued Capital $Shared Based Payments Reserve $Foreign Currency Translation Reserve $Accumulated Losses $Total $23,443,733 1,739,664 (13,141) (19,254,943) 5,915,313 - - - (5,962,663) (5,962,663) - - 18,476 - 18,476 - - 18,476 (5,962,663) (5,944,186) 3,585,570 - - - 3,585,570 - 1,097,121 - - 1,097,121 270,000 (270,000) - - - 27,299,303 2,566,785 5,335 (25,217,606) 4,653,818 Other comprehensive expenses for the yearIssue of shares, net of transaction costs Issue of shares to directors, net of transaction costs Share-based payments - performance rights, net of transaction costsShare-based payments - long term incentive sharesOther comprehensive income/(expenses) for the yearIssue of shares, net of transaction costs Share-based payments - performance rights, net of transaction costsShare-based payments - long term incentive sharesTransactions with owners in their capacity as owners:Balance at 1 July 2021Loss for the yearTotal comprehensive loss for the yearTransactions with owners in their capacity as ownersBalance at 30 June 2021Balance at 1 July 2020Loss for the yearTotal comprehensive loss for the yearExercise of share optionsBalance at 30 June 2022
K-TIG Limited and Its Controlled Entities
Consolidated statement of cash flows
For the year ended 30 June 2022
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
21
Note20222021$$Cash flows from operating activities4,068,951 946,274 Receipts from customers(8,747,202) (4,789,786) Payments to suppliers and employees(4,678,251) (3,843,512) Interest received683 1,824 Other income2,953 84,476 Interest and other finance costs paid(8,402) (9,268) Net cash used / (provided) in operating activities29(4,683,017) (3,766,480) Cash flows from investing activitiesPayments for financial assets - (40,000) Payments for property, plant and equipment(154,526) (232,173) Net cash used in investing activities(154,526) (272,173) Cash flows from financing activitiesProceeds from issue of shares3,585,570 5,710,832 Payments for rights issue cost - (10,232) Repayment of lease liabilities31(88,920) (87,888) Net cash provided / (used) by financing activities3,496,650 5,612,712 Net increase / (decrease) in cash and cash equivalents(1,340,893) 1,574,059 Cash and cash equivalents at beginning of period5,067,638 3,493,579 Cash and cash equivalents at end of the period73,726,745 5,067,638 Consolidated
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 1. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. Unless otherwise
stated, these policies have been consistently applied to all the years presented.
New or amended Accounting Standards and Interpretations adopted
The consolidated group has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been adopted early.
Adoption of the new and amended accounting standards had no material financial impact on the consolidated group.
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').
For the year ended 30 June 2022, the consolidated group reported a loss of $5.9m (2021: $4.4m loss) and cash used in
operating activities of $4.7m (2021: $3.7m cash used). Notwithstanding these events, the Directors believe that it is
reasonably foreseeable that the consolidated entity will continue as a going concern and that it is appropriate to adopt the
going concern basis in the preparation of the financial report; having prepared forecast cashflow information for a period of
least 12 months from the end of the reporting period, taking into consideration plausible downside scenarios. Key to these
forecasts are relevant assumptions regarding the group’s business in particular:
• Continued revenue growth as a result of having established operations in key markets such as the UK and USA
• Careful cashflow management, including controlling discretionary spending
• The receipt of R&D tax incentives claims for eligible expenditure incurred in the year ended 30 June 2022
Accordingly, the Directors believe that the consolidated entity will be able to continue as a going concern and that it is
appropriate to adopt the going concern basis in preparing the financial report.
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or loss.
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 group'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.
Equity structure
The equity structure (the number and type of equity instruments issued) in the financial statements reflects the equity
structure of KTG.
Earnings per share
The weighted average number of shares outstanding for the year ended 30 June 2022 is based on the combined weighted
average number of shares of the K-TIG Limited consolidated group outstanding in the year.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements only present the consolidated group's results.
Supplementary information about the legal parent entity is disclosed in Note 26.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of K-TIG Limited ('company'
or 'parent entity') as at 30 June 2022, and the results for the year then ended. K-TIG Limited and its subsidiaries together
are referred to in these financial statements as the 'consolidated group'.
22
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 1. Significant accounting policies (continued)
Subsidiaries are all those entities over which the consolidated group has control. The consolidated group controls an entity
when the consolidated group 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 group. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated group 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 group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. Without the loss of control, a
change in ownership interest 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.
Where the consolidated group 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. In
addition, the consolidated group 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.
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
allocating resources to operating segments and assessing their performance.
Foreign currency translation
The financial statements are presented in Australian dollars, which is K-TIG Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
Revenue recognition
The consolidated group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated group is expected to be
entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated
group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the
transaction price; allocates the transaction price to the separate performance obligations based on the relative stand-alone
selling price of each distinct good or service to be delivered, and recognises revenue when or as each performance
obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is
generally at the time of delivery.
Rendering of services
Revenue from a contract to provide services is recognised over time as the services are rendered.
Revenue from government grants
Grant income is recognised in line with AASB 120, when there is reasonable assurance that the consolidated group has
complied with the conditions attached to the grant.
23
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 1. Significant accounting policies (continued)
WaaS
Welding as a Service (WaaS) revenue is recognised at an amount that reflects the greater of the minimum monthly charge
or the usage rate stipulated in the contract, which the consolidated group is expected to be entitled to under an operating
lease in accordance with AASB 16. The minimum term of the license or lease period is generally three years. The license
or lease equipment is capitalised as an asset and depreciated over the expected useful life being five years. Upon signing
of the license or lease contract, the customer is generally required to make a prepayment which is recorded on the
statement of financial position as “Amounts received in advance”. After delivery and commissioning of the WaaS asset, the
prepayment is applied against the monthly fee until it is exhausted.
Interest
Interest income 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.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
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 temporary taxable difference is associated with interests in subsidiaries, associates or joint ventures, and
the reversal timing can be controlled, it is probable that the temporary difference will not reverse in the foreseeable
future.
●
Deferred tax assets are recognised for temporary deductible 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. Conversely, 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.
Prior to the acquisition of Keyhole TIG Limited in September 2019, K-TIG Limited (the 'legal parent') and its wholly-owned
Australian subsidiaries had formed an income tax consolidated group under the tax consolidation regime. K-TIG Limited is
in the process of adding Keyhole TIG Limited to that group. The legal parent and each subsidiary in the consolidated tax
group continue to account for their own current and deferred tax amounts. Accordingly, the consolidated tax group has
applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to the
consolidated tax group members.
In addition to its own current and deferred tax amounts, the legal parent also recognises the current tax liabilities (or
assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary
in the consolidated tax group.
24
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 1. Significant accounting policies (continued)
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts
receivable from or payable to other entities in the consolidated tax group. The tax funding arrangement ensures that the
intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a
contribution by the legal parent to the subsidiaries nor a distribution by the subsidiaries to the legal parent.
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 group'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 group'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 include cash on hand, deposits held at call with financial institutions, and 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. For the statement of cash flows presentation
purposes, cash and cash equivalents also include bank overdrafts, shown within borrowings in current liabilities on the
statement of financial position.
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.
The consolidated group has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. In addition, trade receivables have been grouped based on days overdue to measure the
expected credit losses.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Inventories
Materials and components, and finished goods are stated at the lower of cost and net realisable value on a 'first in first out'
basis. Cost comprises of direct materials. Costs of purchased inventory are determined after deducting rebates and
discounts received or receivable.
Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and costs, net of rebates
and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated completion costs
and the costs necessary to make the sale.
Financial assets
Financial assets are measured at amortised cost if they are held within a business model whose objective is to hold the
financial assets and collect its contractual cash flows. The contractual terms of the financial assets give rise to cash flows
that are solely principal payments and interest on the principal amount outstanding. After initial recognition, these are
measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is
immaterial. The consolidated group’s cash and cash equivalents, trade and other receivables fall into this category of
financial instruments.
25
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 1. Significant accounting policies (continued)
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred, and the
consolidated group has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, its carrying value is written off.
Impairment of financial assets
The consolidated group recognises a loss allowance for expected credit losses on financial assets, which are measured at
amortised cost. The measurement of the loss allowance depends upon the consolidated group's assessment at the end of
each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition,
based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that are
attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit
impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's
lifetime expected credit losses. The amount of expected credit loss recognised is measured based on the probability-
weighted present value of anticipated cash shortfalls over the instrument's life discounted at the original effective interest
rate.
Property, plant and equipment
Plant and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure 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
over their expected useful lives as follows:
Leasehold improvements
WaaS assets
Plant and equipment
Computer Equipment
2 years
5 years
2.5 - 20 years
3 years
If appropriate, the residual values, useful lives and depreciation methods are reviewed and adjusted at each reporting date.
Leasehold improvements are depreciated over the unexpired lease period or the estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Any revaluation surplus reserve relating to the disposed item is transferred directly to retained profits.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in
the cost of inventories.
Right-of-use assets are depreciated on a straight-line basis over the unexpired lease period or the asset's estimated useful
life, whichever is shorter. Where the consolidated group expects to obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful life. Right-of-use assets are subject to an impairment or adjusted
for any remeasurement of lease liabilities.
The consolidated group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
26
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 1. Significant accounting policies (continued)
Intangible assets
Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and
are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost
less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of
intangible assets are measured as the difference between net disposal proceeds and the intangible asset's carrying
amount. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected
consumption pattern or useful life are accounted for prospectively by changing the amortisation method or period.
Patents and trademarks
Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis throughout
their expected benefit, their finite life of 10 years. Amortisation expense is recognised as R&D expense in the profit or Loss.
Impairment of non-financial assets
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.
The recoverable amount is the higher of an asset's fair value less disposal costs 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 group before the end of the
financial year, which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not
discounted. As a result, 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.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement
of financial position, net of transaction costs.
On the convertible notes issue, the liability component's fair value is determined using a market rate for an equivalent non-
convertible bond. This amount is carried as a non-current liability on the amortised cost basis until extinguished on
conversion or redemption. The increase in liability due to the passage of time is recognised as a finance cost. The
remainder of the proceeds is allocated to the conversion option recognised and included in shareholder's equity as a
convertible note reserve, net of transaction costs. The carrying amount of the conversion option is not remeasured in the
subsequent years. The corresponding interest on convertible notes is expensed to profit or loss.
Leases
As a lessee
For any new contracts entered into by the group, the consolidated group considers whether a contract is or contains a
lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset)
for a period of time in exchange for consideration’. To apply this definition, the consolidated group assesses whether the
contract meets three key evaluations which are whether:
- The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by
being identified at the time the asset is made available to the consolidated group;
- The consolidated group has the right to obtain substantially all of the economic benefits from the use of the
identified asset throughout the period of use, considering its rights within the defined scope of the contract;
- The consolidated group has the right to direct the use of the identified asset throughout the period of use. The
consolidated group assesses whether it has the right to direct ‘how and for what purposes’ the asset is used
throughout the period of use.
27
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 1. Significant accounting policies (continued)
As a lessor
The consolidated group’s accounting policy under AASB 16 has not changed from the comparative period. As a lessor, the
consolidated group classified its leases as either operating or finance leases. A lease is classified as a finance lease if it
transfers substantially all the risks and rewards incidental to ownership of the underlying asset and classified as an
operating lease if it does not.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the lease term, discounted using the interest rate implicit in the lease or, if
that rate cannot be readily determined, the consolidated group's incremental borrowing rate. Lease payments comprise of
fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts
expected to be paid under residual value guarantees, and the exercise price of a purchase option when the exercise of the
option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not
depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; the certainty of a purchase option; and termination penalties. When a lease liability is remeasured,
an adjustment is made to the corresponding right-of-use asset or to profit or loss if the carrying amount of the right-of-use
asset is fully written down.
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.
Provisions
Provisions are recognised when the consolidated group has a present (legal or constructive) obligation as a result of a past
event, it is probable the consolidated group will be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to
settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The
increase in the provision resulting from the passage of time is recognised as a finance cost.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date, are measured at the amounts expected to be paid when the liabilities
are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at 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,
the experience of employee departures and periods of service. Expected future payments are discounted using market
yields at the reporting date on 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
rendering services.
28
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 1. Significant accounting policies (continued)
The cost of equity-settled transactions are measured at fair value on the grant date. Fair value is independently determined
using either the Black-Scholes option pricing model or a Monte Carlo simulation that takes into account the exercise price,
the term of the option, the impact of dilution, the share price at the grant date and the 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 group 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 group or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the consolidated group 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.
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 market participants' assumptions when pricing the asset or liability, assuming they act in their
economic best interests. 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 are available to measure fair
value are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date, and
transfers between levels are determined based on a reassessment of the lowest input level that is significant to the fair
value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is
unavailable, or the valuation is deemed significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in the fair value of an asset or liability from one period to another, an
analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison,
where applicable, with external sources of data.
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.
29
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 1. Significant accounting policies (continued)
Dividends
Dividends are recognised when declared during the financial year and are no longer at the company's discretion.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners of the acquiree. In addition, all acquisition costs are expensed
as incurred to profit or loss.
On the acquisition of a business, the consolidated group assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated
group’s operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is not remeasured, and its subsequent settlement is accounted for within
equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed, and the fair value of the
consideration transferred. The fair value of any pre-existing investment in the acquiree is recognised as goodwill. However,
suppose the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets
acquired, being a bargain purchase to the acquirer. In that case, the difference is recognised as a gain directly in profit or
loss by the acquirer on the acquisition date, but only after a reassessment of the identification and measurement of the net
assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's
previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the
provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based
on new information obtained about the facts and circumstances that existed at the acquisition date. The measurement
period ends either earlier (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information
possible to determine fair value.
Earnings per share
Basic earnings per share
Basic earnings per share are calculated by dividing the profit attributable to the owners of K-TIG 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 adjust 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 concerning 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 on a gross basis. 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.
30
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 1. Significant accounting policies (continued)
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 adopted early by the consolidated group for the annual reporting period ended 30 June 2022. Accordingly,
the consolidated group has not yet assessed the impact of these new or amended Accounting Standards and
Interpretations.
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
concerning assets, liabilities, contingent liabilities, revenue and expenses. Management believes management's
judgements, estimates and assumptions based on historical experience and other factors, including expectations of future
events, to be reasonable under the circumstances. However, 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.
Share-based payment transactions
The consolidated group measures the cost of equity-settled transactions with employees by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or
Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The
accounting estimates and assumptions relating to equity-settled share-based payments would not impact the carrying
amounts of assets and liabilities within the next annual reporting period. Still, they may impact profit or loss and equity.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected
credit loss rate for each group. These assumptions include recent sales experience and historical collection rates.
Estimation of useful lives of assets
The consolidated group 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. Therefore, 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.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated group assesses the impairment of non-financial assets other than goodwill and other indefinite life
intangible assets at each reporting date by evaluating conditions specific to the consolidated group and to the particular
asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This
involves fair value-less disposal costs or value-in-use calculations, which incorporate a number of key estimates and
assumptions.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and a lease liability.
Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase
the underlying asset will be exercised or an option to terminate the lease will not be exercised when ascertaining the
periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an
economical incentive to exercise an extension option or not to exercise a termination option are considered at the lease
commencement date. Factors considered may include the importance of the asset to the consolidated group's operations;
comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; the existence of
significant leasehold improvements; and the costs and disruption of replacing the asset. The consolidated group
reassesses whether it is reasonably certain to exercise an extension option or not exercise a termination option if there is a
significant event or significant change in circumstances.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to
discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such
a rate is based on what the consolidated group estimates it would have to pay a third party to borrow the funds necessary
to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
31
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Employee benefits provision
As discussed in Note 1, the liability for employee benefits expected to be settled more than 12 months from the reporting
date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all
employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay
increases through promotion and inflation have been taken into account.
Note 3. Revenue
Disaggregation of revenue
The disaggregation of revenue from contracts with the customer is as follows:
Note 4. Other Income
32
20222021$$Revenue from contracts with customersSale of goods3,380,832 1,163,208 Rendering services179,676 184,973 Other trading revenue18,267 51,363 3,578,775 1,399,544 Revenue from Waas lessor arrangements123,737 162,012 3,702,512 1,561,556 Consolidated20222021$$Geographical regionsUnited States1,089,414 716,733 Australia932,099 322,443 Asia Pacific (including New Zealand)706,998 181,715 Rest of the World516,385 116,092 United Kingdom457,616 224,573 3,702,512 1,561,556 Consolidated20222021$$Timing of revenue recognitionRevenue recognised at a point in time3,578,775 1,399,544 Revenue recognised over time123,737 162,012 3,702,512 1,561,556 Consolidated20222021$$Interest received683 1,824 Government grants - 78,246 Other income2,892 6,230 Research & development tax incentive186,947 - Net gain on disposal of property, plant and equipment61 - 190,583 86,300 Consolidated
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 5. Expenses
33
20222021$$Loss before income tax from continuing operations includes the following specific expenses:Depreciation ExpenseLeasehold improvements46,077 53,014 Plant and equipment77,958 40,204 Computer equipment25,337 11,891 WaaS assets26,358 35,762 Right-of-use assets80,458 87,770 256,188 228,641 AmortisationAmortisation of intangibles11,057 11,056 11,057 11,056 Impairment ExpenseProperty, plant and equipment written off - 29,959 - 29,959 Finance CostsInterest and finance charges on credit cards and premium financingInterest and finance charges on lease liabilities6,810 4,321 1,592 4,947 8,402 9,268 Net Foreign Exchange (Gain) / LossNet foreign exchange (gain) / loss(18,136) (1,531) (18,136) (1,531) RentRental expenses relating to operating leases not recognised due to short period or low value57,436 7,332 57,436 7,332 Superannuation ExpenseDefined contribution superannuation expense242,451 138,354 242,451 138,354 Professional FeesGeneral legal fees15,625 37,483 15,625 37,483 Share-Based Payment ExpensePerformance rights issued to directors244,828 474,376 Long-term incentive shares granted to director493,118 403,530 Performance rights issued to employees360,975 - 1,098,921 877,906 Consolidated
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 6. Income tax expense
Deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax assets have been
recognised due to the uncertainty of future recovery. A re-assessment was carried out of unused tax losses from prior
periods before the reverse takeover in September 2019; the balances are as follows:
Note 7. Cash and cash equivalents
The carrying amounts of cash and cash equivalents approximate their fair value and are denominated in the following
currencies:
34
20222021$$Loss before income tax expense(5,962,663) (4,482,667) Prima facie tax payable from ordinary activities at 25% (2021: 26%)(1,490,666) (1,165,493) Non-deductible expenses3,883 82,745 Non-assessable income(46,737) (5,200) Share based payments274,730 228,526 Deferred tax asset not recognised1,258,789 859,692 Income tax expense - - Consolidated20222021$$Unused tax losses - revenue17,352,438 8,912,558 Unused tax losses - capital2,181,918 2,181,919 Deductible temporary differences 5,669,646 1,050,717 25,204,002 12,145,194 Potential benefit at 25% (2021: 26%)6,301,001 3,157,750 Consolidated20222021$$Cash at bank3,726,745 5,067,638 Consolidated20222021$$Australian dollar3,298,056 4,493,823 British pound95,331 - Euro77,454 147,512 United states dollar255,904 426,303 3,726,745 5,067,638 Consolidated
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2021
Note 8. Trade and other receivables
Allowance for expected credit losses
The consolidated group has recognized $10,071 (30 June 2021: Nil) in profit or loss in respect of the expected credit losses
for the year ended 30 June 2022 due to the upfront nature of equipment sales.
Note 9. Inventories
35
20222021$$CurrentTrade ReceivablesTrade receivables322,956 685,117 Provision for expected losses(10,071) - 312,884 685,117 Other ReceivablesGST receivables86,547 54,972 Prepayments217,688 144,299 Other receivables239,428 341 543,663 199,612 Trade and Other Receivables856,547 884,729 Non-currentOther ReceivablesOther receivables14,150 14,150 14,150 14,150 ConsolidatedConsolidated202220212022202120222021%%$$$$Not overdue0%0%32,917 613,119 - - 0 to 3 months overdue0%0%137,949 63,352 - - 3 to 6 months overdue0%0%142,019 8,383 - - Over 6 months overdue100%0%10,071 263 10,071 - 322,956 685,117 10,071 - Allowance for Expected Credit LossesCarrying AmountExpected Credit Loss Rate20222021$$Materials and components776,438 243,500 Finished goods265,098 59,133 Goods in transit267,651 270,511 1,309,187 573,144 Consolidated
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2021
Note 10. Property, plant and equipment
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Note 11. Right-of-use assets
The consolidated group leases land and buildings for its Adelaide office and warehouse under an agreement. Effective 6
June 2020, the final extension on the current lease was exercised for a further two years, with the lease expiring on 5 June
2022. Renewal has been agreed upon with the lessor for a period of five years; we anticipate the agreement will be
executed in August 2022. The consolidated group leases office and warehouse equipment under either short-term or low-
value agreements, so have been expensed as incurred and not capitalised as right-of-use assets (Note 5).
36
20222021$$Leasehold improvements - at cost183,307 183,307 Less: Accumulated depreciation(183,285) (137,208) 22 46,099 Plant and equipment - at cost449,015 374,133 Less: Accumulated depreciation(175,723) (97,765) 273,292 276,368 Computer and equipment - at cost132,673 53,196 Less: Accumulated depreciation(55,425) (30,088) 77,248 23,108 WaaS assets - at cost121,266 241,287 Less: Accumulated depreciation(45,463) (39,163) 75,804 202,124 426,366 547,699 ConsolidatedConsolidatedLeasehold ImprovementPlant and EquipmentComputer EquipmentWaaS AssetsTotalBalance as at 30 June 202094,426 108,730 9,725 266,361 479,242 Additions4,687 202,211 25,275 - 232,173 Disposals - (29,959) - - (29,959) Transfer from / to inventory - 35,589 - (28,475) 7,114 Depreciation expense(53,014) (40,204) (11,891) (35,762) (140,871) Balance as at 30 June 202146,099 276,368 23,108 202,124 547,699 Additions - 74,882 79,477 - 154,359 Disposals - - - (99,962) (99,962) Depreciation expense(46,077) (77,958) (25,337) (26,358) (175,730) Balance as at 30 June 202222 273,292 77,248 75,804 426,366 20222021$$Land and buildings437,320 255,998 Less: Accumulated depreciation - (175,540) 437,320 80,458 Consolidated
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
30 June 2020
Note 12. Intangibles
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Note 13. Trade and other payables
Refer to note 22 for further information on financial instruments.
Note 14. Amounts received in advance
Reconciliation
Reconciliation of the written down value at the beginning and end of the current and previous financial year are set out
below:
Unsatisfied performance obligations - Sales and service
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of
the reporting period was $322,256 as at 30 June 2022 (30 June 2021: $154,611) and is expected to be recognised as
revenue in future periods as follows:
37
20222021$$Trademarks - at cost110,569 110,569 Less: Accumulated amortisation(79,693) (68,636) 30,876 41,933 Consolidated20222021$$Balance at 1 July 202141,933 52,989 Amortisation expense(11,057) (11,056) 30,876 41,933 Consolidated20222021$$Trade payables411,148 154,887 Other payables438,592 240,067 Accrued Expenses361,407 479,924 1,211,147 874,878 Consolidated20222021$$Sales and service322,256 154,611 WaaS advance payment - 16,334 322,256 170,945 Consolidated20222021$$Balance at 01 July170,945 114,782 Sales and service556,172 154,611 Transfer to revenue(404,861) (98,448) Balance at 30 June322,256 170,945 Consolidated
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 14. Amounts received in advance (continued)
WaaS advance payment
The aggregate amount of WaaS amounts received as a prepayment at the end of the reporting period was Nil as at 30
June 2022 (30 June 2021: 16,334)
Note 15. Lease liabilities
Note 16. Employee benefits
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements where employees have completed the
required service period and those where employees are entitled to pro-rata payments in certain circumstances. The non-
current amount represents the unvested long-service leave accrual.
38
20222021$$Within 6 months215,810 89,208 6 to 12 months18,360 20,512 1-2 years13,267 6,000 2-3 years42,757 6,510 3-4 years29,353 19,445 4-5 years2,709 12,936 322,256 154,611 Consolidated20222021$$Within 6 months - 1,334 6 to 12 months - 15,000 - 16,334 Consolidated20222021$$Current77,730 85,209 Non-current359,590 - 437,320 85,209 20222021$$Balance at 01 July85,209 173,097 Additions437,320 - Interest expense1,592 4,947 Repayments(86,801) (92,835) Balance at 30 June437,320 85,209 ConsolidatedConsolidated20222021$$Current199,935 190,299 Non-current16,715 13,107 216,650 203,406 Consolidated
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 17. Issued capital
Ordinary shares
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.
Capital risk management
The consolidated group’s objectives when managing capital is 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. Capital is regarded as total equity, as recognised in the consolidated statement of financial
position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
To maintain or adjust the capital structure, the consolidated group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Movements in ordinary shares for the financial year
As at 30 June 2022, up to 30,075,135 deferred consideration shares are to be issued in 3 tranches based on the
cumulative revenue over 48 months from 1 January 2020.
a) Tranche 1: up to 10,025,045 deferred consideration shares to be issued if K-TIG achieves $30,000,000 of
cumulative revenue within 36 months from 1 January 2020;
b) Tranche 2: up to 10,025,045 deferred consideration shares to be issued if K-TIG achieves $60,000,000 of
cumulative revenue within 48 months from 1 January 2020; and
c) Tranche 3: up to 10,025,045 deferred consideration shares to be issued if K-TIG achieves $15,000,000 of
cumulative EBITDA within 48 months from 1 January 2020.
39
2022202120222021ConsolidatedSharesShares$$Ordinary shares - fully paid181,111,261 169,111,261 27,299,303 23,443,733 181,111,261 169,111,261 27,299,303 23,443,733 DateDetailsNumber of Shares$1 Jul 2021Balance144,609,833 17,732,900 16 Sep 2020Issue of shares under placement21,660,000 5,415,000 22 Dec 2020Exercise of options to ordinary shares740,000 185,000 18 Feb 2021Exercise of options5,229 1,203 9 Mar 2021Exercise of options17,000 3,910 24 Mar 2021Exercise of options43,999 10,120 16 Apr 2021Exercise of options96,036 22,088 23 Apr 2021Exercise of options153,503 35,306 30 Apr 2021Exercise of options1,463,576 336,622 13 May 2021Exercise of options322,085 74,080 30 Jun 2021Share issue costs - (372,497) 30 Jun 2021Balance169,111,261 23,443,732 1 Nov 2021Exercise of options to ordinary shares1,000,000 270,000 28 Feb 2022Issue of shares under placement11,000,000 3,850,000 19 Feb 2022Share issue costs - (264,429) 30 Jun 2022Balance181,111,261 27,299,303
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 18. Reserves
The reserves are used to recognise share-based payment transactions. Amounts will be transferred to issued share capital
upon share options or performance rights being exercised, or long-term incentive shares being converted.
Movements in options reserve for the year
Movements in performance rights reserve for the year
Refer to Note 33 for more details on the calculation of the fair value of the performance rights issued and the related share-
based payment expense for the year.
On 1 November 2020, Mr Smith was appointed as Managing Director of the Company. Shares will be issued to Mr Smith at
each anniversary of employment as follows, with 50% of shares issued subject to a voluntary escrow period of 12 months as
follows:
- 1,000,000 shares to be issued on 1 November 2021;
- 1,500,000 shares to be issued on 1 November 2022; and
- 2,000,000 shares to be issued on 1 November 2023.
Refer to Note 33 for more details on the calculation of the fair value of the long-term incentive shares granted and the
related share-based payment expense for the year.
40
20222021$$Options reserve871,990 871,990 Performance rights reserve1,694,796 867,674 2,566,786 1,739,664 ConsolidatedDateDetailsNumber of Options$1 Jul 2020Balance8,713,580 871,990 30 Jun 2021Exercise of options(2,101,428) - 30 Jun 2021Balance6,612,152 871,990 30 Jun 2022Balance6,612,152 871,990 DateDetailsNumber of Performance Rights$1 Jul 2020Balance - - 30 Jun 2021Issue and vesting of performance right to Directors6,000,000 877,906 30 Jun 2021Issue of long term incentive rights to Director4,500,000 - 30 Jun 2021Rights issue cost(10,232) 30 Jun 2021Balance10,500,000 867,674 30 Jun 2022Vesting of performance rights to Directors - 737,947 30 Jun 2022Long term incentive rights converted to shares to Director(1,000,000) (270,000) 30 Jun 2022Issue and vesting of performance rights to Staff1,330,000 360,975 30 Jun 2022Rights issue cost - (1,800) 30 Jun 2022Balance10,830,000 1,694,796
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
30 June 2020
Note 19. Dividends
No dividends were paid during the financial year ended 30 June 2022 (2021: Nil). Franking credits available for subsequent
periods based on a 25% tax rate is Nil (30 June 2021: 26%).
Note 20. Financial instruments
Financial risk management objectives
The consolidated group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, price
risk and interest rate risk), credit risk and liquidity risk. The consolidated group’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 group.
Risk management is carried out by senior finance executives (‘finance’) in consultation with the Board of Directors (‘the
Board’). Finance identifies and evaluates financial risks within the consolidated group’s operating units. Finance reports to
the Board monthly.
Market risk
Foreign currency risk
The consolidated group undertakes certain transactions denominated in foreign currency and is exposed to foreign
currency risk through foreign exchange rate fluctuations. These transactions include customer sales agreements and
supplier agreements.
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.
To protect against exchange rate movements, the consolidated group monitors its cash balances in foreign currencies. In
addition, it utilises accumulated foreign currencies to purchase supplies to mitigate the exposure to currency changes.
The carrying amount of the consolidated group’s foreign currency denominated financial assets and financial liabilities at
the reporting date were as follows:
The consolidated group had net financial assets denominated in foreign currencies of $889,174 as at 30 June 2022 (30
June 2021: net assets $943,451). Based on this exposure, had the Australian dollar weakened by 10% against these
foreign currencies with all other variables held constant, the consolidated group’s loss before tax for the year would have
been $88,917 lower (30 June 2021: $94,345 lower), and equity would have been $88,917 lower (30 June 2021: $94,345
lower). The percentage change is the expected overall volatility of the significant currencies, which is based on
management’s assessment of reasonable possible fluctuations taking into consideration movements over the last 6 months
each year and the spot rate at each reporting date. As a result, the actual foreign exchange gain for the year ended 30
June 2022 was $18,136 (30 June 2021: $1,531).
Price risk
The consolidated group is not exposed to any significant price risk; refer to the market risk commentary above.
Interest rate risk
There are no loans or borrowings subject to interest rate risk as at 30 June 2022 or 30 June 2021.
41
2022202120222021Consolidated$$$$US dollars909,162 828,218 214,693 33,937 Euros127,974 148,908 3,667 - British pound122,892 262 52,495 - 1,160,029 977,388 270,855 33,937 AssetsLiabilities
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 20. Financial instruments (continued)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
consolidated group. The consolidated group has a strict process of obtaining advance payment for all equipment sales
prior to shipment. The consolidated group is exposed to customer credit for its WaaS licence customers in relation to the
ongoing monthly payments after the initial Advance Payment has been consumed. Furthermore, K-TIG retains the full title
of the products provided under a WaaS operating licence agreement. This exposure is managed carefully with close
interaction with the customer. 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 consolidated statement of
financial position and notes to the financial statements. The consolidated group does not hold any collateral.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
Liquidity risk
Vigilant liquidity risk management requires the consolidated group to maintain sufficient liquid assets (mainly cash and
cash equivalents) and available borrowing facilities to pay debts as and when they become due and payable.
The consolidated group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by
continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated group’s remaining contractual maturity for its financial instrument 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. The tables include both interest and principal cash flows disclosed as
remaining contractual maturities; therefore, these totals may differ from their carrying amount in the statement of financial
position.
42
Weighted Average Interest Rate1 Year or LessBetween 1 and 2 yearsBetween 2 and 5 Years Over 5 Years Remaining Contractual Maturities Consolidated - 2022%$$$$$Non-derivativesNon-interest bearingTrade payables-411,148 - - - 411,148 Other payables-438,592 - - - 438,592 Interest BearingLease Liabilities4.9477,731 83,156 276,433 437,320 927,471 83,156 276,433 - 1,287,060 Weighted Average Interest Rate1 Year or LessBetween 1 and 2 yearsBetween 2 and 5 Years Over 5 Years Remaining Contractual Maturities Consolidated - 2021%$$$$$Non-derivativesNon-interest bearingTrade payables-120,652 - - - 120,652 Other payables-149,174 - - - 149,174 Interest BearingLease Liabilities3.7292,835 86,801 179,636 362,661 86,801 - - 449,462
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Note 21. Key management personnel disclosures
Note 22. Remuneration of auditors
During the financial year, the following fees were paid or payable for services provided by BDO, the auditor of the company,
its network firms and unrelated firms:
Note 23. Contingent assets and liabilities
Contingent assets
No contingent assets are noted as at 30 June 2022 (30 June 2021: Nil).
Contingent liabilities
In the opinion of the Directors, the consolidated group has contingencies concerning deferred consideration shares as at 30
June 2022 (30 June 2021: deferred consideration shares and consultancy services agreement).
Deferred Consideration Shares
During the financial year ended 30 June 2020, K-TIG Limited completed the 100% acquisition of Keyhole TIG Limited. Part
of the acquisition consideration includes up to 30,075,135 deferred consideration shares. Refer to Note 17 for terms of
consideration shares.
Note 24. Commitments
There are no lessee commitments as at 30 June 2022 related to equipment operating lease commitments (30 June 2021:
$0). The consolidated group has recognized the facility lease commitments as right-of-use assets at its primary place of
business. Refer to Note 11 for right-of-use assets.
Lessor commitments receivable
Lessor commitments relate to operating lease payments to be received from WaaS license agreements. Licenses have a
minimum term of 0-3 years (generally 3-year minimum terms). As at 30 June 2022, all operating lease payments to be
received are payable in US dollars or Euros, and for the purposes of the maturity analysis have been translated at the spot
rate at the reporting date. The maturity analysis of undiscounted operating lease payments to be received is below. The
lessor commitments receivable include one license with a customer with no minimum term with a maximum term of 10
years, where the maximum term could likely be 5 years.
43
20222021$$Short-term employee benefits888,749 641,499 Post-employment benefits60,043 34,333 Long-term benefits - - Share-based payments737,946 877,906 1,686,738 1,553,738 Consolidated20222021$$Audit services - BDO Audit Pty LtdAudit of financial statements41,000 49,970 Review of half year financial statements18,000 15,000 Total audit and review of financial statements59,000 64,970 Non-Audit services - BDO Services Pty LtdSoftware licensing and assistance2,352 6,332 Total non-audit fees2,352 6,332 Consolidated
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2020
Note 24. Commitments (continued)
Note 25. Related party transactions
Parent entity
K-TIG Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in Note 27.
Key management personnel
Disclosures relating to key management personnel are set out in Note 21, and the remuneration report is included in the
directors’ report.
Transactions with related parties
The following transactions occurred with related parties:
Receivable from and payable to related parties:
No receivables balances are outstanding at the reporting date in relation to transactions with related parties.
Payables balances outstanding at the reporting date in relation to transactions with related parties:
(1) Director's fees accrued awaiting payment
(2) Expected director to achieve defined performance KPI’s; payment to be made at the anniversary date (01 November)
Loans to/from related parties
No loans to/from related parties were outstanding as of 30 June 2022 or 30 June 2021.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
44
20222021$$Within 1 year60,744 283,600 1-2 years22,540 283,600 2-3 years - 102,586 3-4 years - 11,984 83,284 681,770 Consolidated20222021$$120,730 96,531 120,730 96,531 ConsolidatedVentnor Capital Pty Ltd provided company secretarial, accounting and corporate advisory services (director-related entity of Mr Carmichael)20222021$$120,730 96,531 148,166 62,405 175,000 175,000 443,896 333,936 ConsolidatedVentnor Capital Pty Ltd provided company secretarial, accounting and corporate advisory services (director-related entity of Mr Carmichael)Directors fees payable (1)Director cash bonus payable (2)
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 26. Parent entity information
Below is supplementary information about the legal parent entity (K-TIG Limited) for the full year ended 30 June 2022.
(1) Relates to option reserve and performance right/performance share reserve
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity has not entered into any guarantees in relation to the debts of its subsidiaries.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2022 and 30 June 2021.
Capital commitments – Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022 and 30 June 2021.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated group, as disclosed in Note 1.
Note 27. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned
subsidiaries in accordance with the accounting policy described in Note 1. Details of the legal parent’s subsidiary at the end
of the reporting period are as follows:
(1) Keyhole TIG (UK) Pty Ltd was incorporated on 12 July 2021
45
20222021$$Statement of profit / (loss) and other comprehensive income Loss after income tax5,991,505 (5,474,415) Total comprehensive loss5,991,505 (5,474,415) Statement of financial positionTotal current assets3,315,684 4,481,709 Total non-current assets - - Total assets3,315,684 4,481,709 Total current liabilities518,302 375,514 Total non-current liabilities - 105,846 Total liabilities518,302 481,360 Net assets / (liabilities)2,797,382 4,000,349 EquityIssued capital46,671,253 42,815,683 Reserves (1)5,710,287 4,883,165 Accumulated losses(49,584,158) (43,698,499) Total equity2,797,382 4,000,349 Consolidated20222021Name%%Kabuni USA Inc.United States100%100%Stirling Minerals Pty LimitedAustralia100%100%Keyhole TIG Pty Limited Australia100%100%Keyhole TIG (USA) Inc. United States100%100%Keyhole TIG (UK) Pty Ltd (1)United Kingdom100%-Ownership InterestPrincipal place of business / Country of Incorporation
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2020
Note 28. Events after the reporting period
No matter or circumstance has arisen since 30 June 2022 that has significantly affected, or may significantly affect the
consolidated group’s operations, the results of those operations, or the consolidated group’s state of affairs in future financial
years.
On 29 July 2022, entered into a non-binding MOU with Darchem Engineering Limited (Darchem) regarding intent to novate
an Intermediate Level Waste, ILW, Nuclear Storage container contract that Darchem has to K-TIG. Whereby K-TIG to
facilitate company technology development and optimise the design and manufacturing process for Intermediate Level
Waste Containers.
Note 29. Reconciliation of profit after income tax to net cash from operating activities
Note 30. Non-cash investing and financing activities
Note 31. Changes in liabilities arising from financing activities
46
20222021$$Loss after income tax expense for the year(5,962,663) (4,482,667) Adjustments for:Depreciation256,241 228,641 Amortisation of trademarks11,057 11,056 Share based payments1,098,921 877,906 Property, plant and equipment written-off - 29,959 Change in operating assets and liabilities:(Increase)/decrease in trade receivables392,508 (698,655) (Increase)/decrease in other receivables and prepayments(344,052) (101,693) (Increase)/decrease in inventories(635,914) (212,251) Increase/(decrease) in trade payables336,269 454,642 Increase/(decrease) in income in advance151,311 56,083 Increase/(decrease) in employee benefits13,306 70,499 Net cash to (used in) operating activities(4,683,017) (3,766,480) Consolidated20222021$$Share based payments expense1,098,921 877,906 ConsolidatedLease LiabilityTotal$$Balance at 30 June 2020173,097 173,097 Cash (used) in financing activities(87,888) (87,888) Balance at 30 June 202185,209 85,209 Additions437,320 - Cash (used) in financing activities(85,209) (85,209) Balance at 30 June 2022437,320 - Consolidated
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 32. Loss per share
Note 33. Share-based payments
Options
30 June 2022
No options were granted during the financial year.
Set out below are the options exercisable at the end of the financial year:
2022
2021
(1) Of these options, 233,697 were exercised in accordance with an underwriting agreement.
47
20222021$$Loss after income tax attributable to the owners of K-TIG Limited(5,962,663) (4,482,667) CentsCentsBasic loss per share(3.43) (2.76) Diluted loss per share(3.35) (2.76) NumberNumberWeighted average number of ordinary sharesWeighted average number of ordinary shares used in calculating basic loss per share173,779,754 162,380,579 Consolidated20222021Grant DateExpiry DateExercise PriceNumberNumber29/01/201830/04/2021$0.23 - - 30/09/201930/09/2023$0.305,472,152 5,472,152 21/02/202030/09/2023$0.30960,000 960,000 26/06/202030/09/2023$0.30180,000 180,000 6,612,152 6,612,152 Grant DateExpiry DateExercise PriceBalance at the Start of the YearGrantedExercisedExpired / CancelledBalance at the End of the Year30/09/201930/04/2021$0.235,472,152 - - - 5,472,152 21/02/202030/09/2023$0.30960,000 - - - 960,000 26/06/202030/09/2023$0.30180,000 - - - 180,000 6,612,152 - - - 6,612,152 Grant DateExpiry DateExercise PriceBalance at the Start of the YearGrantedExercisedExpired / CancelledBalance at the End of the Year29/01/201830/04/2021$0.232,101,428 - (2,101,428) (1) - - 30/09/201930/04/2021$0.235,472,152 - - - 5,472,152 21/02/202030/09/2023$0.30960,000 - - - 960,000 26/06/202030/09/2023$0.30180,000 - - - 180,000 8,713,580 - (2,101,428) - 6,612,152
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 33. Share-based payments (continued)
Performance Rights
The performance rights are subject to the satisfaction of certain milestones and the Board’s discretion as per the tables
listed below. Mark Twycross resigned as a director on 1 December 2021. The board exercised their discretion to remove the
service conditions of his unvested (class c) performance shares. This modification has no impact on the fair value of the
performance rights or the other vesting conditions.
Set out below are the performance rights exercisable at the end of the financial year:
2022
2021
48
ClassNumber of Performance RightsMilestoneMilestone DateA 2,000,000 1 April 2021B 2,000,000 1 October 2021C 2,000,000 1 October 2022The Company achieving of at least $0.50 over twenty consecutive trading day period before Milestone DateThe Company achieving of at least $0.70 over twenty consecutive trading day period before Milestone DateThe Company achieving of at least $0.35 over twenty consecutive trading day period before Milestone Date20222021Grant DateExpiry DateExercise PriceNumberNumber27/11/202022/12/2025-2,000,000 2,000,000 27/11/202022/12/2025-2,000,000 2,000,000 4,000,000 4,000,000 Grant DateExpiry DateExercise PriceBalance at the Start of the YearGrantedExercised / Expired / CancelledBalance at the End of the YearVested at the End of the Year27/11/202022/12/2025-2,000,000 - - 2,000,000 2,000,000 27/11/202022/12/2025-2,000,000 - - 2,000,000 2,000,000 27/11/202022/12/2025-2,000,000 - - 2,000,000 - 6,000,000 - - 6,000,000 4,000,000 Grant DateExpiry DateExercise PriceBalance at the Start of the YearGrantedExercised / Expired / CancelledBalance at the End of the YearVested at the End of the Year27/11/202022/12/2025-2,000,000 - - 2,000,000 2,000,000 27/11/202022/12/2025-2,000,000 - - 2,000,000 2,000,000 27/11/202022/12/2025-2,000,000 - - 2,000,000 - 6,000,000 - - 6,000,000 4,000,000
K-TIG Limited and Its Controlled Entities
Notes to the financial statements
For the year ended 30 June 2022
Note 33. Share-based payments (continued)
Long-term incentive shares
On 1 November 2020, Mr Smith was appointed as Managing Director of the Company. Shares will be issued to Mr Smith at
each anniversary of employment as follows, with 50% of shares issued subject to a voluntary escrow period of 12 months as
follows:
2022
2021
Performance Rights to Staff
The performance rights for staff are subject to the satisfaction of certain milestones; the performance rights are valued using
the monte carlo, black scholes methods and KPI milestones. The valuation model inputs used to determine the fair value at
the grant date are as follows:
Options granted pre 01 July 2021 were considered to be granted during the current period when the employment
commenced.
Note 34. Operating Segment
The consolidated group is considered to be one operating segment based on products delivered. This operating segment is
based on the internal reports reviewed and used by the Board of Directors (who are identified as the Chief Operating
Decision Makers (‘CODM’) in assessing performance and determining the allocation of resources. Accordingly, the
information presented in the financial statements approximates the information of the operating segment.
49
Tranche NumberGrant DateExpiry DateExercise PriceBalance at the Start of the YearGrantedConverted to Ordinary SharesBalance at the End of the YearAdrian Smith - Tranche 127/11/202001/11/2021$0.271,000,000 - 1,000,000 - - Tranche 227/11/202001/11/2022$0.271,500,000 - - 1,500,000 - Tranche 327/11/202001/11/2023$0.272,000,000 - - 2,000,000 4,500,000 - 1,000,000 3,500,000 Tranche NumberGrant DateExpiry DateExercise PriceBalance at the Start of the YearGrantedConverted to Ordinary SharesBalance at the End of the YearAdrian Smith - Tranche 127/11/202001/11/2021$0.27 - 1,000,000 - 1,000,000 - Tranche 227/11/202001/11/2022$0.27 - 1,500,000 - 1,500,000 - Tranche 327/11/202001/11/2023$0.27 - 2,000,000 - 2,000,000 - 4,500,000 - 4,500,000 Grant DateExpiry DateShare Price at Grant DateExercise PriceExpected VolatilityDividend YieldRisk-Free Interest RateFair Value at Grant Date30/04/202130/04/2026$0.425 - 100%0%0.070%$0.30925/06/202125/06/2026$0.440 - 100%0%0.070%$0.44025/06/202125/06/2026$0.440 - 100%0%0.070%$0.32226/06/202126/06/2026$0.440 - - - - $0.44019/07/202119/07/2026$0.385 - 100%0%0.035%$0.385Performance RightsGrant DateExpiry DateMethodologyBalance at the Start of the YearGrantedConverted to Ordinary SharesBalance at the End of the Year - Tranche 130/04/202130/04/2026Monte Carlo - 150,000 - 150,000 - Tranche 225/06/202125/06/2026Black Sholes - 300,000 - 300,000 - Tranche 325/06/202101/07/2026Monte Carlo - 300,000 - 300,000 - Tranche 426/06/202101/07/2026KPI milestone - 280,000 - 280,000 - Tranche 519/07/202101/07/2026Black Sholes - 300,000 - 300,000 - 1,330,000 - 1,330,000
K-TIG Limited and Its Controlled Entities
Directors’ Declaration
For the year ended 30 June 2022
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 group's financial position as
at 30 June 2022 and of its performance for the financial year ended on that date;
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
___________________________
Stuart Carmichael
Chairman
30 August 2022
Perth
50
Tel: +61 8 7324 6000
Fax: +61 8 7324 6111
www.bdo.com.au
BDO Centre
Level 7, 420 King William Street
Adelaide SA 5000
GPO Box 2018 Adelaide SA 5001
Australia
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF K-TIG LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of K-TIG Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2022, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in
equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial report, including 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:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
51
Share Based Payments
Key audit matter
How the matter was addressed in our audit
During the year ended 30 June 2022, the
Our audit procedures included but were not limited to:
Company issued employee performance
rights (‘performance rights’) to
employees, which were accounted for as
share based payments under AASB 2:
Share Based Payments. Share-based
payments are a complex accounting area
including assumptions utilised in the fair
value calculations and judgments
regarding the performance rights and
incentive shares issued during the year.
There is a risk in the financial report that
amounts are incorrectly recognised and/or
inappropriately disclosed. Refer to Note 1
and 2 of the financial report for a
description of the accounting policy and
significant estimates and judgements
applied to these transactions.
•
Evaluating management’s assessment of the valuation and
recognition of the performance rights.
• Obtaining an understanding of the key terms and conditions of
the performance rights and incentive shares by inspecting
relevant agreements.
• Holding discussions with management to understand the share-
based payment arrangements in place and evaluating
management’s assessment of the likelihood of meeting any
condition attached to the performance rights.
•
Assessing the fair value of performance rights determined by
an expert management engaged. This included assessing the
reasonableness of the key inputs used in the valuation model
and valuation methodology.
•
Reviewing the adequacy of the Company’s disclosures in
respect of the accounting treatment of share-based payments
in the financial statements, including the significant judgments
involved, and the accounting policy adopted.
Revenue recognition and measurement
Key audit matter
How the matter was addressed in our audit
Refer to Note 3 of the financial report and
Our audit procedures included but were not limited to:
Note 1 for the accounting policy.
For the year ended 30 June 2022 the Group
recognised $3,702,512 (2021: $1,561,556).
Revenue recognition was identified as a key
audit matter due to:
The significance of revenue to the
financial report
The complex nature and terms of
revenue transactions and associated
payment arrangements
The large size of individual revenue
•
•
•
•
•
Understanding and documenting the processes and controls
used by the Group in recording revenue
Assessing the revenue recognition policy for compliance with
AASB 15 Revenues
Checking a sample of revenue transactions to evaluate
whether they were appropriately recorded as revenue
ensuring the amounts recorded agreed to supporting evidence
Reviewing the terms and conditions of a sample of executed
sales agreements and ensuring that the accounting treatment
has been correctly applied
Checking, for a sample of revenue in advance amounts,
transactions, and
whether the amount recognised in the current period was
Sales being recorded by overseas Group
consistent with services supplied per the terms of the
entities.
customer agreement
•
•
•
•
52
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2022, but does not include the
financial report and the auditor’s report thereon, which we obtained prior to the date of this auditor’s
report, and the annual report , which is expected to be made available to us after that date.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
When we read the annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to the directors and will request that it is corrected. If it is not
corrected, we will seek to have the matter appropriately brought to the attention of users for whom
our report is prepared.
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 has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
53
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 7 to 15 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the Remuneration Report of K-TIG Limited, for the year ended 30 June 2022, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
G K Edwards
Director
Adelaide, 30 August 2022
54
K-TIG Limited and Its Controlled Entities
ASX Additional Information
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows.
The information is current at 26 August 2022.
Ordinary Fully Paid Shares
Distribution of Share Holders
There were 661 holders holding a total of 983,963 ordinary shares holding less than a marketable parcel.
Top Twenty Share Holders
The names of the twenty largest holders of quoted shares are listed below:
Substantial Share Holders of Issued Capital
55
ShareholdersNumber of HoldersNumber of Shares1 - 1,000190 85,750 1,001 - 5,000789 2,209,176 5,001 - 10,000391 3,174,510 10,001 - 100,000903 31,247,775 100,001 - and over213 144,394,050 2,486 181,111,261 NameNumber of Shares%ADVANCED SCIENCE & INNOVATIONCOMPANY (ASIC) LLC 19,717,068 10.89%HSBC CUSTODY NOMINEES(AUSTRALIA) LIMITED - A/C 2 17,936,977 9.90%MR NEIL GARRY LE QUESNE 11,962,407 6.61%CITICORP NOMINEES PTY LIMITED 7,755,869 4.28%CS FOURTH NOMINEES PTY LIMITED 5,965,265 3.29%MR RICHARD SMITH 5,150,000 2.84%MRS KAREN CHRISTINE JARVIS 2,612,807 1.44%SYED BASAR SHUEB 2,528,155 1.40%SRG PARTNERS PTY LTD 2,370,000 1.31%GREAT PLAINS HOLDING COMPANY PTY LTD 2,123,299 1.17% 1,908,613 1.05%SWHL INVESTMENTS PTY LTD 1,775,833 0.98% 1,702,228 0.94%WIGTOWN PTY LIMITED 1,250,000 0.69%BBR HOLDINGS PTY LTD 1,192,833 0.66%JAGEN PTY LTD 1,150,000 0.64%GARDEN ENTERPRISES PTY LTD 1,129,867 0.62%BNP PARIBAS NOMINEES PTY LTD 1,017,709 0.56%SYDAC NOMINEES PTY LTD 1,000,000 0.55%WIGTOWN PTY LTD 1,000,000 0.55%91,248,930 50.38%MRS LYNETTE ANNE SHARMAN & MR MICHAEL DAVID SHARMANMERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITEDNameNumber of Shares%ADVANCED SCIENCE & INNOVATIONCOMPANY (ASIC) LLC 19,717,068 10.89%HSBC CUSTODY NOMINEES(AUSTRALIA) LIMITED - A/C 2 17,936,977 9.90%MR NEIL GARRY LE QUESNE 11,962,407 6.61%49,616,452 27.40%
K-TIG Limited and Its Controlled Entities
ASX Additional Information
Unlisted Options – exercisable at $0.30 per option expiring 30 September 2023
Substantial Option Holders
Performance Rights
Substantial Performance Rights Holders – Class A
Substantial Performance Rights Holders – Class B
56
Distribution of Option HoldersNumber of HoldersNumber of Options10,001 - 100,00011 762,904 100,001 - and over20 5,849,248 31 6,612,152 NameNumber of Options%DIVERSE CAPITAL PTE LTD 649,770 9.83%LONHRO (WA) PTY LTD 541,510 8.19%LDHW PTY LTD 500,000 7.56%SOLAR MATE PTY LTD 425,000 6.43%SRG PARTNERS PTY LTD 399,770 6.05%SBC CAPITAL PTY LTD 370,000 5.60%ACNS CAPITAL MARKETS PTY LTD 353,213 5.34%TR NOMINEEES PTY LTD 350,000 5.29%3,589,263 54.29%Distribution of Performance Right Holders - Class ANumber of HoldersNumber of Performance Rights100,001 - and over4 2,000,000 4 2,000,000 Name of KMPNumber of Performance Rights%STUART CARMICHAELSBV CAPITAL PTY LTD 500,000 25.00%MARK TWYCROSSMR MARK TWYCROSS 500,000 25.00%SYED BASAR SHUEBSYED BASAR SHUEB 500,000 25.00%ANTHONY MCINTOSHMUTUAL TRUST PTY LTD 500,000 25.00%2,000,000 100.00%Name of Registered HolderDistribution of Performance Right Holders - Class BNumber of HoldersNumber of Performance Rights100,001 - and over4 2,000,000 4 2,000,000 Name of KMPNumber of Performance Rights%STUART CARMICHAELSBV CAPITAL PTY LTD 500,000 25.00%MARK TWYCROSSMR MARK TWYCROSS 500,000 25.00%SYED BASAR SHUEBSYED BASAR SHUEB 500,000 25.00%ANTHONY MCINTOSHMUTUAL TRUST PTY LTD 500,000 25.00%2,000,000 100.00%Name of Registered Holder
K-TIG Limited and Its Controlled Entities
ASX Additional Information
Substantial Performance Rights Holders – Class C
Restricted Securities
On-Market Buy Back
There is no current on-market buyback.
Voting Rights
All ordinary shares carry one vote per share without restriction. Options have no voting rights.
Corporate Governance
The Company’s corporate governance statement
tig.com/investors#governance
is
found on
the Company’s website at https://www.k-
57
Distribution of Performance Right Holders - Class CNumber of HoldersNumber of Performance Rights100,001 - and over4 2,000,000 4 2,000,000 Name of KMPNumber of Performance Rights%STUART CARMICHAELSBV CAPITAL PTY LTD 500,000 25.00%MARK TWYCROSSMR MARK TWYCROSS 500,000 25.00%SYED BASAR SHUEBSYED BASAR SHUEB 500,000 25.00%ANTHONY MCINTOSHMUTUAL TRUST PTY LTD 500,000 25.00%2,000,000 100.00%Name of Registered HolderFully Paid Ordinary Shares 500,000 Restricted ClassRestriction Period Voluntary escrow to 1 November 2022 Number of Securities