Papyrus Australia
Annual Report 2023
P A P Y R U S A U S T R A L I A
Table of Contents
Letter from the Chairman
Company Overview
Our Purpose
Our Environmental Impact
Corporate Information
Corporate Governance Statement
Auditor’s Independent Declaration
Financial Report
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 Financial Statements
Directors’ Declaration
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5
6
7
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31
32
32
33
34
35
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Independent Audit Report 61
ASX Additional Information
64
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P A P Y R U S A U S T R A L I A
Letter from
the Chairman
Dear Shareholders
On behalf of Papyrus Australia’s Board of Directors and
Management, I am pleased to present our Annual Report
for the financial year ending 30 June 2023 (FY23).
Papyrus recognises that the sovereignty of
Aboriginal and Torres Strait Islander peoples
over their land was never ceded, and the impact
of this ongoing dispossession continues to
this day. Our diverse team in Australia work
in different locations on traditional lands and
we recognise the traditional custodians of
these lands and their continuing connection
to lands and waters. We pay our respects to
all Aboriginal and Torres Strait Islander Elders
past, present and emerging future leaders.
Growth relationships and
growing attention
To our stakeholders, partners and co-investors,
we sincerely thank you for your ongoing
support this year which realised significant
achievements for Papyrus. The most important
achievement was signing our first contract
to supply Papyrus technology to the Egyptian
Government.
As we progress toward installation and
commissioning this coming year, our
emerging innovative technology that
converts an abundantly available problematic
environmental waste resource into products
that provide alternatives to plastic, timber and
chemicals, will be elevated into the reality that
will drive future projects.
The cluster of global crises has sparked a
new awareness and a groundswell of global
demand to address environmental welfare. This
attracted growing attention to the Papyrus
technology at COP27 in Egypt, to which we
presented in November 2022.
The COP27 Conference focused on
sustainability and collective environmental
responsibility. Two key takeaways from COP27
were for developed countries to mobilise
financial support for developing countries and
establish dedicated funding for vulnerable
countries hit by climate disasters.
These agreed goals, coupled with the
growing global demand for action, are driving
collaborative activities to support economic
programs and environmental recovery. The
wider considerations include sustainable
community development, aimed at reducing
mass migration for employment, environmental
and safety reasons.
Papyrus engaged with diverse stakeholder
groups at COP27, introducing our technology
and collaborative business model to
demonstrate how significant impact can
be achieved at a community level. Effective
impact requires strategic business
relationships which Papyrus has been actively
fostering this year in several banana growing
regions – mostly in developing countries.
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PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Egypt and a structural review. Mr Schmidt’s
strategic operational skills have advanced the
development and execution of our business
strategy and international relations.
The horizon of growth
Papyrus is a quintessential growth mindset
business, from humble technology research
targeting an underutilised waste resource,
to the establishment of a pilot plant and a
new commercialisation model that is globally
adaptive. We continue to challenge old ways
of thinking and lead an agile and resilient
future-focused company with exciting growth
opportunities that give us confidence in a
strong, transformative, sustainable business
future that delivers positive impact.
Our growth would not be possible without
our dedicated and patient shareholders,
management team and directors. We can and
want to do more when we are resourced to
do so and we therefore greatly appreciate the
incredible support of Papyrus’ shareholders
that provided capital of $700,000 during the
financial year to fund our strategic growth. On
behalf of the Board, we sincerely thank you and
look forward to your continued support.
It is a privilege to work with such an
accomplished and passionate Board, who
remain unremunerated as Directors but
continue to be dedicated and committed
to addressing strategic and operational
challenges. I extend my gratitude to the Board
for their tireless efforts and look forward to a
very productive 2023-2024.
Edward Byrt
Papyrus Australia Ltd
Board Chair
Many of these regions host impoverished
communities that require targeted programs to
elevate their economic, environment and social
conditions, and which we believe will require
government initiatives.
Concepts such as circular economies and
innovative new business models are widely
recognised imperatives to create a sustainable
world. As Papyrus has adopted these models
this year, we have attracted our first impact
investor group. This significant shift in interest,
intersecting with our commercialisation model,
fosters our key position to attract broader
impact investor groups, governments and
global partnerships in growing the global waste
supply chains and packaging industries, as we
look beyond Egypt.
The Papyrus team
To kick off our expansive year, we welcomed
Executive Director Pascal Gouel in July
2022, who plunged into our International
Business Development and established new
partnerships. We farewelled Director Ms
Kerry Chikarovski and extend our thanks to
her for sharing her experience and providing
governance principles to our Board during her
tenure to November 2022.
Our founder and Managing Director Mr Ramy
Azer recently retired from the Board. On behalf
of Papyrus, I would like to acknowledge and
thank him. We are tremendously grateful
to Mr Azer for his unwavering commitment,
passion, and tireless efforts to develop the
Papyrus technology from concept through to
the established commercial-scale facilities in
Egypt, and we greatly appreciate his continuing
engagement to liaise on our behalf with the
Egyptian Government.
The Papyrus Chief Operating Officer Mr
Daniel Schmidt was a natural choice for the
appointment as Interim CEO during a transition
period while we consider consolidation with
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PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Company
Overview
Papyrus Australia is able to convert banana plantation
waste, using purely mechanical processes, to produce
cost competitive commercial quantities of banana fibre
pulp and food packaging products.
Board &
Management
Papyrus benefits from a strong
Board and Executive team, with
significant global experience in
commercialisation, technology,
R&D, compliance, investment
and operations.
Manufacturing
Facilities
Papyrus operates two proven
commercial scale facilities in Egypt
including a processing plant converting
banana waste into pulp and organic
liquid product and a separate facility
converting pulp into food packaging
products using fibre moulding machines.
Research &
Development
We conduct ongoing R&D to
continually innovate the conversion
process with the objective
of developing new products,
enhanced processes, more
efficient equipment and wider
applications for the banana fibre.
Technology &
Intellectual Property
Our patents protect innovative
processes, methodologies and
equipment that Papyrus has
developed to efficiently convert
banana plantation waste into high
quality consumable products.
• Two patents granted
• One patent pending
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P A P Y R U S A U S T R A L I A
PAPYRUS AUSTRALIA Our Purpose
Seeking a sustainable, eco-friendly
response to growing environmental
uncertainty, we have developed our
technology to directly address the
negative impacts of emissions from
decaying agri-waste, deforestation
and plastic pollution.
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Vision
Be the global technology
leader for the conversion of
banana plantation waste into
consumable products.
Mission
Replace plastic and forest
sourced food packaging
products by a 100%
biodegradable, renewable,
circular economy product.
Goals
Engage banana growers,
packaging manufacturers and
other stakeholders in a global
commercialisation of the
technology.
Create a global waste
management supply chain
across the key banana growing
regions of Africa, Asia-Pacific
and Latin America.
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Our Purpose
Our Environmental Impact
The Papyrus technology alleviates two key
environmental and sustainability issues.
1.
2.
Reducing greenhouse
gas emissions
Replacing plastics used
in food packaging
Banana plantation waste such as trunks,
stalks, leaves and even the thrown out
rejected fruit emit considerable methane
gases when they are left to decompose.
Global banana farm practices leave the cut
down trunks and waste to decompose on
the land, which often end up contaminating
waterways and public infrastructure.
Papyrus processes the banana waste so that
they no longer decompose.
Plastic food packaging causes serious
environmental and health issues, with PVC,
PET and Polypropylene the most common
feedstocks.
The trend is for fibre mould manufacturers to
use natural feedstock such as bagasse and
wood pulp, made from sugar cane and trees;
however, they can be expensive and energy
intensive.
Papyrus pulp replaces plastics, bagasse and
wood pulp in many food packaging uses.
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PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Corporate
Information
This annual report covers
Papyrus Australia Ltd (ABN 63 110
868 409), and its subsidiaries (the
consolidated group or ‘Group’).
The Group’s functional and
presentation currency is
Australian dollars.
A description of the Group’s
operations and of its principal
activities is included in the review
of operations and activities in
the directors’ report on pages 17
to 30. The directors’ report is not
part of the financial report.
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Directors
Mr Edward Byrt, Chairman
Mr Ramy Azer, Managing
Director (Retired 19 May 2023)
Mr David Attias, Non-Executive
Director
Ms Kerry Chikarovski, Executive
Director (Resigned 25 November
2022)
Mr Pascal Gouel, Executive
Director (appointed 29 July 2022)
Mr Vincent Peter Rigano, Non-
Executive Director
Company Secretary
Mr Vincent Peter Rigano
Registered Office
C/‑ V P Rigano & Co Pty Ltd
Level 2, 2 Peel Street
ADELAIDE SA 5000
Principal place of
business
C/‑ V P Rigano & Co Pty Ltd
Level 2, 2 Peel Street
ADELAIDE SA 5000
Share Registry
Computershare Investor
Services Pty Ltd
Level 5, 115 Grenfell Street
ADELAIDE SA 5000
Auditors
BDO Audit (SA) Pty Ltd
Level 7, BDO Centre
420 King William Street
ADELAIDE SA 5000
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIAPAPYRUS AUSTRALIA P A P Y R U S A U S T R A L I A
Corporate Governance
Statement
Papyrus Australia Limited
(the Company) and the
Board are committed to
achieving and demonstrating
the highest standards of
corporate governance. The
Board continues to review
the framework and practices
to ensure they meet the
interests of shareholders.
The Company and its
controlled entities together
are referred to as the Group
in this statement.
The Group details below the corporate
governance practices in place at the end of
the financial year, all of which comply with the
principles and recommendations of the ASX
corporate governance council unless otherwise
stated. Some of the charters and policies that form
the basis of the corporate governance practices of
the Group may be located on the Group’s website,
www.papyrusaustralia.com.au
On 27 February 2019, the ASX Corporate
Governance Council released the 4th Edition
of its Corporate Governance Principles
and Recommendations (4th Edition
Recommendations). The Group reviewed its
corporate governance and reporting practices
under these principles and the disclosures
in this Corporate Governance Statement
reflect this. As at the date of this statement,
the Group complies with the 4th Edition
Recommendations (unless otherwise stated).
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P A P Y R U S A U S T R A L I A
Principle 1:
Lay solid foundations
for management and
oversight
The relationship between the Board and senior
management is critical to the Group’s long-term
success. The Directors are responsible to the
shareholders for the performance of the Group
in both the short and the longer term and seek to
balance objectives in the best interests of the Group
as a whole. Their focus is to enhance the interests
of shareholders and other key stakeholders and to
ensure the Group is properly managed.
The responsibilities of the Board include:
• providing strategic guidance to the Group
including contributing to the development of
and approving the corporate strategy;
•
reviewing and approving business plans, the
annual budget and financial plans including
available resources and major capital
expenditure initiatives;
• overseeing and monitoring the
organisational performance and the
achievement of the Group’s strategic goals
and objectives;
• monitoring financial performance including
approval of the annual and half-year financial
reports and liaison with the Company’s
auditors;
• appointment and performance assessment
of the Chief Executive Officer (CEO);
•
ratifying the appointment and/or removal
and contributing to the performance
assessment for the members of the senior
management team, including the Company
Secretary;
• ensuring there are effective management
processes in place and approving major
corporate initiatives;
• enhancing and protecting the reputation of
the organisation;
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• overseeing the operation of the Group’s
system for compliance and risk management
reporting to shareholders; and
• ensuring appropriate resources are available
to senior management.
The Board has established a Board charter,
which will be published on our website in the
coming months.
The Board is presently responsible for evaluating
Board candidates and recommending individuals
for appointment to the Board. The Board
evaluates prospective candidates against a
range of criteria including the skills, experience,
expertise and diversity that will best complement
Board effectiveness at the time. The Board
undertakes appropriate background and
screening checks prior to nominating a director
for election by shareholders, and provides to
shareholders all material information in its
possession concerning the director standing for
election or re-election in the explanatory notes
accompanying the notice of meeting.
A written agreement has not been executed
with each director setting out the terms
of their appointment; therefore, the Group
does not comply with recommendation 1.3
of the Corporate Governance Principles and
Recommendations. The Company believes that
due to the size and nature of operations this is
acceptable.
The Company Secretary is accountable directly
to the Board, through the Chair, on all matters to
do with the proper functioning of the Board. The
Company Secretary is responsible for maintaining
the information systems and processes that
are appropriate for the Board to fulfill its role
and to achieve the objective of the Company.
The Company Secretary is also responsible for
ensuring that the Board procedures are complied
with and advising the Board on governance
matters. All Directors and Committees have
access to the Company Secretary for advice and
services. Independent advisory services are
retained by the Company Secretary at the request
of the Board or Committees.
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA The total proportion of men and women on
the Board, in senior positions (being Key
Management Personnel and decision makers of
the Company) and across the whole organisation
is listed below:
Category
Board
Senior Management
Whole Organisation
Men
Women
4
2
6
-
-
-
The Group has not disclosed in this Corporate
Governance Statement its measurable
objectives for achieving gender diversity
and therefore has not complied with
recommendation 1.5(a) of the Corporate
Governance Principles and Recommendations.
Due to the size of the Company and its number
of employees, the Board does not consider
it appropriate, at this time, to formally set
measurable objectives for gender diversity.
The Board continually evaluates the
composition of the Board, however a formal
evaluation of its performance and the
performance of its committees and individual
directors is yet to be conducted. Due to the size
of the Company, the Board has determined that
this is appropriate at the Company’s stage to
date, however it does recognise that ongoing
performance evaluation is important to ensure
that the Board, committees and individual
directors remain relevant and committed
to the Company’s business operations and
changing business requirements. At the date
of this report, the Company has not complied
with recommendation 1.6(b) of the Corporate
Governance Principles and Recommendations.
The Group currently has three senior executives
and has no formal process for evaluating the
performance of its senior executives.
Principle 2: Structure of
the board to add value
The Board has not established a nomination
committee, and thus not complied with
recommendation 2.1(a) of the Corporate
Governance Principles and Recommendations. The
Directors take ultimate responsibility in addressing
board succession issues and to ensure the Board
has the appropriate balance of skills, knowledge,
experience, independence and diversity to enable
it to discharge its duties and responsibilities
effectively. The Board closely assesses diversity
criteria when considering Board candidates.
The Group’s desired mix of skills and competence
is listed below. The Board considers its current
composition adequately meets these required
competencies.
Competence
Area
Leadership
Business Leadership, Public Listed Company Experience - 4
Business, Finance and Legal
Accounting, Audit, Business Strategy, Competitive Business
Analysis, Corporate Financing, Financial Literacy, Legal, Mergers
and Acquisitions, Risk Management, Tax – International - 4
Sustainability and Stakeholder
Management
Community Relations, Corporate Governance, Health & Safety,
Human Resources, Remuneration - 4
Engineering and Technical
Engineering - Qualifications - 1
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PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA At the date of this statement the Board
consists of the following directors:
Mr Edward Byrt, Non-Executive Chairman; Mr
David Attias, Non-Executive Director; Mr Pascal
Gouel, Executive Director; and Mr Vincent Rigano,
Non-Executive Director/Company Secretary.
The Board considers this to be an appropriate
composition given the size and development of
the Group at the present time and continually
assesses the composition of the Board to
ensure its membership maintains a combination
of skills and experience that ensure the
Board has the expertise to meet both its
responsibilities to stakeholders and its strategic
objectives. The names of directors including
details of their qualifications and experience
are set out in the Directors’ Report of the Annual
Report and also available on the Company’s
website: www.papyrusaustralia.com.au
Independence
The Board is conscious of the need for
independence and ensures that where a
conflict of interest may arise, the relevant
Director(s) leave the meeting to ensure a full
and frank discussion of the matter(s) under
consideration by the rest of the Board. Those
Directors who have interests in specific
transactions or potential transactions do
not receive Board papers related to those
transactions or potential transactions, do
not participate in any part of a directors’
meeting which considers those transactions or
potential transactions, are not involved in the
decision-making process in respect of those
transactions or potential transactions, and
are asked not to discuss those transactions or
potential transactions with other Directors.
Directors of the Company are considered to
be independent when they are independent
of management and free from any business
or other relationship that could materially
interfere with, or could reasonably be perceived
to materially interfere with, the exercise of
their unfettered and independent judgment.
The Board has accepted the following
definition of an independent Director:
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An independent director is a director who is not
a member of management, is a Non-Executive
Director and who:
•
•
•
•
is not, or has not been, employed in an
executive capacity by the Group and there
has been a period of at least three years
between ceasing such employment and
serving on the Board;
is not, or has not within the last three years
been, a partner, director or senior employee
of a provider of material professional
services to the Group;
is not, or has not within the last three years
been, in a material business relationship
(e.g., as a supplier or customer) with
the Group, or an officer of, or otherwise
associated with, someone with such a
relationship;
is not a substantial security holder of
the entity or an officer of, or otherwise
associated with, a substantial security
holder of the entity;
• does not have a material contractual
relationship with the Group other than as a
director; and
• has not been a director of the entity for such
a period that his or her independence may
have been compromised.
Mr David Attias and Mr Vincent Rigano are Non-
Executive Directors and have no other material
relationships with the Group other than their
directorship. Mr Rigano has some shareholding
in the Group; he is not a substantial security
holder. As such, the Group assesses that it has
two independent directors during the year as
those relationships are defined.
The Board considers its current structure to
be an appropriate composition of the required
skills and experience, given the experience
of the individual Directors and the size and
development of the Company at the present
time. Each individual member of the Board
is satisfied that whilst the Company may not
comply with Recommendation 2.4, all Directors
bring an independent judgment to bear on
Board decisions.
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA The Company’s Chairman, Mr Edward Byrt is not
an independent director, due to his shareholding,
but he does not fulfil the role of CEO. The Company
therefore has not complied with recommendation
2.5 of the Corporate Governance Principles and
Recommendations. The Company believes this
to be appropriate at this time given the size and
nature of the Company’s operations, but will
continue to consider the composition of the Board
in the future.
The Company does not maintain a formal
program for inducting new Directors; however,
the Company Secretary ensures all new
directors receive adequate information and
documentation on appointment. The Company
also ensures that appropriate professional
development opportunities are provided to
directors to ensure they develop and maintain
the skills and knowledge needed to perform
their role as directors effectively.
Principle 3: Act lawfully,
ethically and responsibly
The Company has developed a Code of Conduct
(the Code) which has been fully endorsed by the
Board and applies to all directors and employees.
The Code is regularly reviewed and updated
as necessary to ensure it reflects the highest
standards of behaviour and professionalism and
the practices necessary to maintain confidence
in the Group’s integrity and to take into account
legal obligations and reasonable expectations of
the Company’s stakeholders.
In summary, the Code requires that at all times all
Company personnel act with the utmost integrity,
objectivity and in compliance with the letter and
the spirit of the law and company policies.
Principle 4:
Safeguard integrity in
corporate reporting
Audit Committee (the Committee)
The Committee consists of the
following directors:
Mr Vincent Rigano (Committee Chair and
Non-Executive Director);
Mr Edward Byrt (Non-Executive Director and
Papyrus Australia Chairman);
and Mr David Attias (Non- Executive Director).
Mr Vincent Rigano is an independent member as
discussed above in Principle 4 and the Chair of
the Committee. The chair of the Committee is not
the chair of the Board; the independent members
comprise the majority of the Committee.
The relevant qualifications and experience of
each of the members of the Committee can be
found in the director profiles contained within the
Company’s Annual Report and on the Company’s
website at: www.papyrusaustralia.com.au. All
members of the Audit Committee are financially
literate and have an appropriate understanding of
the industries in which the Group operates.
The number of times the Committee met
throughout the period and the individual
attendance of the members at those meetings
are outlined within the Annual Report.
The Audit Committee has established a formal
charter which is prepared for Board approval.
To date this has therefore not complied with
recommendation 4.1(3) of the Corporate
Governance Principles and Recommendations.
The Board will progress recommendation 4.1(3)
in the coming months.
The Audit Committee has authority, within
the scope of its responsibilities, to seek any
information it requires from any employee or
external party.
The CEO and Company Secretary have certified
to the Board that the financial statements are
founded on a sound system of risk management
1 3
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA and internal control and that the system is
operating efficiently and effectively in all
material respects. This declaration is provided
to the Board before it approves the Company’s
financial statements for a financial period,
and declares that in their opinion, the financial
records of the Company have been properly
maintained and that the financial statements
comply with the appropriate accounting
standards and give a true and fair view of the
financial position and performance of the entity.
External auditors
The Company and Board Policy is to appoint
external auditors who clearly demonstrate
quality and independence. The performance
of the external auditor is reviewed annually
and applications for tender of external audit
services are requested as deemed appropriate,
taking into consideration assessment of
performance, existing value and tender costs.
BDO Audit Pty Ltd (‘BDO’) was appointed as the
external auditor at the Company’s AGM in 2022.
It is BDO’s policy to rotate audit engagement
partners on listed companies in accordance
with the requirements of the Corporations Act
2001, which is generally after five years, subject
to certain exceptions.
The amount of fees paid to the external
auditors is provided in a note to the financial
statements. It is the policy of the external
auditors to provide an annual declaration of
their independence to the Committee.
The external auditor will attend the Annual General
Meeting and be available to answer shareholder
questions about the conduct of the audit and the
preparation and content of the audit report.
Principle 5: Make timely
and balanced disclosure
Continuous disclosure
The Company has a policy that all the Company
Shareholders and investors have equal access
to the Company’s information. The Board will
ensure that all price sensitive information is
1 4
disclosed to the ASX in accordance with the
continuous disclosure requirements of the
Corporations Act and the ASX Listing Rules.
The Board strives to ensure that security
holders are provided with sufficient
information to assess the performance of
the Group and its Directors, and to make
well-informed investment decisions. The
Company provides all information about itself
and its corporate governance via its website at:
www.papyrusaustralia.com.au
Principle 6: Respect the
rights of security holders
Investor relations and member
participation
The Company does not have a formal shareholder
communication policy, which is not in compliance
with recommendation 6.2 of the Corporate
Governance Principles and Recommendations;
however, this policy is in preparation.
Shareholders are encouraged to participate at
all Annual General Meetings and other General
Meetings of the Company. Upon the dispatch
of any notice of meeting to Shareholders, the
Company Secretary shall send out material
with that notice of meeting stating that all
Shareholders are encouraged to participate
at the meeting. The meetings shall also be
conducted to allow questions and feedback to
the Board and management of the Company.
The Company aims to promote effective
communication to and from shareholders. At
this time Members of the Company cannot
register to receive email notifications
when an announcement is made by the
Company to the ASX, which is a departure
from recommendation 6.3 of the Corporate
Governance Principles and Recommendations;
however, Members are encouraged to contact
the company via their website or directly
to the registered office. Members are also
encouraged to register with the Company’s
share register to communicate electronically.
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Principle 7: Recognise
and manage risk
The Board has identified the significant areas of
potential business and legal risk of the Company.
The identification, monitoring and, where
appropriate, the reduction of significant risk to
the Company is the responsibility of the Board.
The Board addresses Risk and Compliance
within the Audit Committee which addresses
the risks to the Company.
The Board will review and monitor the
parameters under which such risks will be
managed. Management accounts will be
prepared and reviewed at Board meetings.
Budgets will be prepared and compared against
actual results.
The Board is responsible for satisfying itself
annually, or more frequently as required, that
management has developed and implemented
a sound system of risk management and
internal control. A review took place during the
reporting period.
The Company does not have an internal audit
function due to the size and nature of the Group;
however, the Audit Committee is responsible
for ensuring there are adequate policies in
relation to risk management, compliance and
internal control systems. They monitor the
Company’s risk management by overseeing
management’s actions in the evaluation,
management, monitoring and reporting of
material operational, financial, compliance and
strategic risks. In providing this oversight, the
Audit Committee and the Board:
•
•
reviews the framework and methodology
for risk identification, the degree of risk
the Company is willing to accept, the
management of risk and the processes for
auditing and evaluating the Company’s risk
management system;
reviews group-wide objectives in the
context of the abovementioned categories
of corporate risk;
1 5
•
•
•
reviews and, where necessary, approves
guidelines and policies governing the
identification, assessment and management
of the Company’s exposure to risk;
reviews and approves the delegations of
financial authorities and addresses any need
to update these authorities on an annual
basis; and
reviews compliance with agreed policies.
The Committee recommends any actions
it deems appropriate to the Board for its
consideration.
Management is responsible for designing,
implementing and reporting on the adequacy of
the Company’s risk management and internal
control system and has to report to the Board
on the effectiveness of:
•
•
the risk management and internal control
system during the year, and
the company’s management of its material
business risks.
Exposure to material economic,
environmental and social
sustainability risk
The Company’s policy is to identify and manage
potential or apparent business, economic,
environmental and social sustainability risks
(if appropriate). The Company at present has
not identified specific material risk exposure
in these categories. Review of the Company’s
risk management policy is conducted at
least annually and reports are continually
created by management on the efficiency
and effectiveness of the Company’s risk
management framework and associated
internal compliance and control procedures.
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Securities Trading Policy
The Company has established a policy
concerning trading in the Company’s shares
by the Company’s officers, employees,
contractors and consultants to the Company
while engaged in work for the Company
(“Representatives”).
This policy provides that it is the responsibility
of each Representative to ensure they do not
breach the insider trading prohibition in the
Corporations Act. Breaches of the insider
trading prohibition will result in disciplinary
action being taken by the Company.
Representatives must also obtain written
consent from the Chairman (or, in the case of
the Chairman, from the Board) prior to trading
in the Company’s securities.
Subject to these restrictions, the policy
provides that Directors, the Company
Secretary and employees of, or contractors
to, the Company that have access to the
Company’s financial information are permitted
to trade in the Company’s securities throughout
the year except during the following periods:
a. the period between the end of the March
and September quarters and the release of
the Company’s quarterly report to ASX for
so long as the Company is required by the
Listing Rules to lodge quarterly reports;
b. the period between the end of the June
quarter and the release of the Company’s
annual report to ASX; and
c. the period between the end of the December
quarter and the release of the Company’s
half year report to ASX.
In exceptional circumstances the Board may
waive the requirements of the Share Trading
Policy to allow Representatives to trade in the
shares of the Company, provided to do so would
not be illegal.
Directors must advise the Company Secretary of
changes to their shareholdings in the Company
within two business days of the change.
The Securities Trading Policy can be viewed on
the ASX announcements tab at www.asx.com.au.
Principle 8: Remunerate
fairly and responsibly
The Chairman and the Directors are entitled to
draw Directors’ fees and receive reimbursement
of reasonable expenses for attendance at
meetings. The Company is required to disclose
in its annual report details of remuneration
to Directors. The maximum aggregate annual
remuneration which may be paid to Non-
Executive Directors is $300,000. This amount
cannot be increased without Shareholder
approval. The Papyrus Directors were not
remunerated during this period.
The Board has not established a Remuneration
Committee, as given the size of the Group and
number of employees, it is not considered that
this is required at this time. The Board therefore
fulfils the duties of the committee.
Every employee of the Group signs a formal
employment contract at the time of their
appointment covering a range of matters
including their duties, rights, responsibilities
and any entitlements on termination.
Further information on directors’ and
executives’ remuneration, including principles
used to determine remuneration, is set out
in the directors’ report under the heading
‘Remuneration Report’ included within the
Annual Report. In accordance with Group policy,
participants in equity-based remuneration plans
are not permitted to enter into any transactions
that would limit the economic risk of options or
other unvested entitlements.
1 6
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Directors’
Report
The Directors present their
report, together with the
financial statements of
the Group, being Papyrus
Australia Ltd (the Group) and
its controlled entities, for
the financial year ended 30
June 2023.
Directors
The names and details of the company’s directors in
office during the financial year and until the date of
this report are as follows. Directors were in office for
this entire period unless otherwise stated.
Mr Edward Byrt, Chairman
Mr Ramy Azer, Managing Director
(Retired 19 May 2023)
Mr David Attias, Non-Executive Director
Ms Kerry Chikarovski, Executive Director
(Resigned 25 November 2022)
Mr Pascal Gouel, Executive Director
(appointed 29 July 2022)
Mr Vincent Peter Rigano,
Non-Executive Director
Edward Byrt, LLB
Non-Executive Chairman
Ted Byrt is a company director with over 40
years’ experience in commerce, corporate
governance and international business.
He is a specialist strategic advisor for major
development and infrastructure projects within
Australia and offshore.
Ted is a business advisor and Board member
of several leading organisations in South
Australia. He was until March 2017 Presiding
Member of the SA Development Assessment
Commission. He is Chairman of Wilpena
Pound Resort, The Australian Advanced
Manufacturing Centre Pty Ltd, Red Chip
Photonics Pty Ltd and Arkwright Technologies
Pty Ltd. He was until December 2017 a Director
of Treyo Leisure & Entertainment Ltd (ASX
listed) and he is a Board member of the
Aboriginal Foundation of South Australia Inc.
He is also a member of the Company’s Audit
Committee and has been a Director of the
Company since 2004.
Ted is not (currently or in the previous 3 years) a
director of any other listed companies.
Ramy Azer, MSTC, MSc (Eng), Grad Dip Bus,
Bachelor of Engineering (Mechanical)
Managing Director (Retired 19 May 2023)
Ramy Azer is the founder and developed the
Company’s technology. He has been a regular
guest lecturer and speaker on issues including
sustainable business development and
innovation. Ramy has been Managing Director
since 2005 and prior to that had 10 years’
experience with Papyrus Technology Pty Ltd.
Ramy retired from the board on 19 May 2023 in
order to focus on the continual development of
the technology at Papyrus Egypt.
1 7
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Party in NSW and Leader of the Opposition.
Kerry was previously a solicitor and lecturer in
law.
Kerry resigned from the board on
25 November 2022.
Pascal Gouel B.Ch.E, Master of Engineering management,
MBA Executive Director (Appointed on 29 July 2022)
Pascal is an accomplished professional
with over 25 years’ global experience in
operations, top tier management consulting
and investment management including 10 years
spent working in the Middle East in Egypt,
Kuwait, KSA and UAE. Pascal has worked
for firms such as Booz Allen, Qantas, British
American Tobacco as well as number of Family
Offices out of Kuwait and Germany.
Recently, he was an Investment Committee
member of an Industry Superannuation Fund,
responsible for deal origination, due diligence
and execution of various global private equity
deals, and has held a number of operational and
investment roles in his career including Chief
Investment Officer, General Manager, Director
level roles and a number of operational roles
within various industries and sectors.
Pascal is not (currently or in the previous 3
years) a director of any other listed companies.
Vincent Peter Rigano, BA Accounting, CPA
Non-Executive Director and Company
Secretary
Vince is a CPA with over 45 years’ experience in
corporate accounting, management consulting
and company secretarial. Vince has been company
secretary for a number of years for Papyrus.
Vince provides management accounting and
consulting services to a variety of industry
sectors including start-ups. He is also
Chairman of the Company’s Audit Committee.
Vince is not (currently or in the previous 3
years) a director of any other listed companies.
David Attias, MBA Banking and Finance
Non-Executive Director
Driven by business opportunity, David brings
a solid financial, analytical and technological
background to the Papyrus Team. David is
a serial entrepreneur, having founded and
successfully managed e-commerce and
hospitality businesses.
He is currently a director of L39 Capital, a non-
executive director of Creative Food Australia
and Genius Australia, and has held a prior
funds management position in a Blockchain
Technology Investment Fund. David’s
experience is ultimately a reflection of his
passion for business, investments and portfolio
management.
David is not (currently or in the previous 3
years) a director of any other listed companies.
Kerry Chikarovski BA Economics and BA Laws,
Executive Director (Resigned 25 November2022)
Kerry established Chikarovski & Associates
– a government relations firm working with
organisations, not for profits and industry
associations, to help them understand
the processes of government and work
successfully with bureaucrats and politicians
at local, state and federal levels of government;
advising clients across a range of industry
sectors on policy and regulatory issues,
as well as in relation to major projects and
procurement, including banking and finance,
infrastructure, construction and property,
transport, energy , health, sport, and
manufacturing.
Kerry is an experienced political and media
commentator across a variety of programs
including Sky News PM Agenda, Lunch Agenda,
ABCNews24, The Drum, ABC 702 and RN Drive.
She is Chairperson of NSW Women’s Rugby
Union; Director, Humpty Dumpty Foundation,
and of Our Watch; Ambassador, for the
Australian Indigenous Education Foundation;
former Trustee of the Sydney Cricket & Sports
Ground Trust; former Leader of the Liberal
1 8
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Principal Activities And Significant Changes In
Nature Of Activities
The Group’s commercialisation strategy remains focused on developing partnerships with local
organisations in banana growing regions, to establish banana processing facilities for the conversion
of banana plantation waste into moulded food packaging products.
There have been no significant changes in the nature of those activities during the year.
Operating Results
The loss of the consolidated group after providing for income tax amounted to $1,503,598 (2022:
$1,176,771).
Interests In The Shares And Options Of The Company
And Related Bodies Corporate
As at the date of this report, the interests of the directors in the shares and options of Papyrus
Australia Ltd were:
Dividends
No dividends were paid or declared since the start of the financial year. No recommendation for
payment of dividends has been made.
Operations Review
The 2022/2023 financial year has seen significant development towards commercialisation of the
Papyrus Australia Ltd (Papyrus) technology. This year Papyrus has focused on the following key areas:
• The first contract for Papyrus to supply equipment for the Egyptian Government to produce moulded
food packaging products at their commercial scale facility
• Development of the Commercialisation Model for the establishment of processing and moulding
facilities in other banana growing regions
• Upgrading the existing banana waste processing line in Egypt to increase the production of raw fibre
suitable for manufacturing of moulded packaging.
1 9
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Key Highlights
• The development of
Papyrus’ first contracted
moulded products
manufacturing facility with
the Egyptian Government.
The fabrication and testing
of the equipment was
completed and is ready for
shipment to Egypt
• Expansion of the
processing capacity in
our pilot operating plant
in Sohag, Egypt and
continued improvement of
the technology design for
new processing plants
• Proposed Consolidation
of Egypt operations with
Australia
• Presentation of the
Papyrus business at COP27
in Egypt receiving strong
interest and support
• Commercialisation Model
development
• Advancing engagement
with potential customers
and partners to establish
new operating facilities in
other regions
• New investments in
Papyrus
• Registration of the Patent
relating to the current
technology design
• Board movements, AGM
and EGM
2 0
Papyrus Operations in Egypt
Contracted Facility for the Egyptian
Government
Papyrus signed the phase one contract of a
Cooperation Protocol and Roadmap with the
Egyptian Government’s National Authority for
Military Production (MP) on 30 October 2022.
The contract to provide a moulding facility for
banana fibre food packaging products made
directly from banana fibre supplied by Papyrus,
is part of the national waste retrieval and re-
purposing program established by the Egyptian
Government.
The site in Egypt has been prepared to receive
the Papyrus equipment which has been
fabricated and will be delivered, installed and
commissioned in the coming months.
Papyrus will support the Egyptian Government
in training on all aspects of the operation of the
moulding line to ensure its success.
The MP banana fibre moulding plant will initially
be supplied exclusively with fibre from our
Sohag factory, before it is later expanded to
include processing facilities contracted by
Papyrus, to process banana plantation waste
and become self-sufficient for its feed material.
The second main component of the phase one
contract is the moulded banana fibre product
offtake agreement which will see Papyrus
Egypt procure all moulded products produced
from the banana fibre moulding line to sell
through its distribution network in Egypt.
When producing at full capacity this additional
production has the potential for more than USD
$1.5m in additional end product sales annually
by Papyrus Egypt.
Expansion of the Processing
Capacity in Sohag
In line with our commitment to expand our
processing capacity at our demonstration plant
in Sohag, we completed upgrades aimed at
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIAPAPYRUS AUSTRALIA increasing the plant’s processing capacity to
6 tonnes per hour. The upgrades targeted the
increased supply required for our moulding
operations in Sharqiah, Egypt and to prepare
for the provision of fibre to the MP facility once
operating.
Production sales from our facility in
Sharqiah, Egypt
Our second plant in Sharqiah, Egypt, that
produces banana fibre moulded food
packaging products, has achieved a successful
production of high-quality egg trays, which are
in demand and sold locally.
Visits to Egypt operations by the
Board and Management
The Chair and two Directors travelled to Egypt
in October 2022 to join the contract signing
ceremony with the MP and to consolidate the
partnership for ongoing projects between
the Ministry, Egyptian Government and
Papyrus. A review of operations and upgrades
was undertaken along with local business
developments by the Sohag factory, the
annual audit, and the opportunity to meet the
expanding team of workers.
The Directors were welcomed by government
dignitaries and local community leaders who
identify the significant impact of the Papyrus
Egypt enterprise on the community in Sohag
and expressed appreciation for the economic
and environmental impact and the sustainable
local community benefits. This mutually
beneficial relationship is a vital part of the
Papyrus mission and goals, and will provide
impact measurements for the business model.
Papyrus Australia will explore ways to further
support these initiatives.
In February, members of the Board and the
Australian Management team travelled to
Egypt to conduct a process overview of the
fibre production facilities and processes in
Sohag, as well as the moulding facilities and
production in Sharqiah. The review of the
production capability was particularly valuable
in understanding the stages in the production
of fibre pulp on the upgraded processing line,
and identify any remaining improvements to
be made before final design of modularised
equipment is undertaken.
Proposed Consolidation of Egypt
Operation with Australia
As part of our ongoing efforts to optimise
resources and drive operational efficiency,
Papyrus announced a proposal to consolidate
Papyrus Egypt enterprise within Papyrus
Australia. This proposal aims to align the
entities more closely, streamline processes,
reduce costs, and enhance overall
performance. Papyrus will assess the feasibility
of this initiative and determine the most
effective approach to achieve our goals.
Presentation of Papyrus at COP27
in Egypt
Papyrus was pleased to present at COP27
in Egypt in November. The conference’s
focus on sustainability and environmental
responsibility aligns closely with Papyrus’
core values and expertise. The heightened
awareness surrounding environmental issues
generated increased interest in our sustainable
processing solutions and we actively engaged
diverse stakeholders with our technology and
collaborative business model.
Presentation of Papyrus to guests of the
Australian Ambassador in Cairo
In November 2022, the Australian Ambassador
to Egypt invited Papyrus to showcase our
technology and new commercialisation
model to diplomats from the banana growing
countries of Senegal, Côte d’Ivoire, Sudan
and Egypt, private company representatives,
investors and other agencies. This established
business relationships and provided
opportunities for these countries to consider
Papyrus as they take steps to eliminate plastic
pollution, address their commitments to
reduce environmental degradation, and work
towards their sustainable development targets.
2 1
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA The European Bank for Reconstruction and
Development (EBRD) Support
The European Bank for Reconstruction
and Development (EBRD) provided funding
support for Papyrus to engage an independent
consultant to develop a five-year business
plan for the full commercialisation of the
Papyrus Egypt production facility in Sohag,
Egypt. In addition to the significant financial
implications, receiving funding from the EBRD
is recognition of the enormous potential
of Papyrus’ technology, given the EBRD’s
commitment to promote environmentally
sound and sustainable development. The
comprehensive report was completed and
presented to Papyrus and contains valuable
marketing and operational information.
Award for Papyrus Egypt CEO
Papyrus Egypt CEO, Ms Heba Nayle received
the Silver Award in the ‘She Goes Green’
category of the Africa Goes Green Awards at
COP27, in recognition of the vital leadership of
female entrepreneurs in sustainable private
sector development, business and social
impact, potential for scalability and innovative
contributions to green growth. Recognising
sustainable natural resource management to
improve human well-being and social equity,
reducing environmental risks and ecological
scarcity, these awards seek to promote climate
change focus and recognise innovations and
initiatives across Africa. This international
recognition reflects the capacity for Papyrus to
positively impact people, communities, and the
environment.
Papyrus Australia
Commercialisation Model
Engagements at COP27 provided the
opportunity to engage prospective partners on
the commercialisation model. The model has
three basic tiers and is designed to be flexible,
enhance collaboration and support growth of
the use of banana fibre as a viable alternative
to plastics and wood-based fibre alternatives;
• Equipment Fabrication, Installation and Sales
Equipment production is supported by a
strong network of supply partners
• Network of Production Facilities
Papyrus engages on a range of production
partnership models including own and
operated, joint ventures and toll processing
• Product Sales
Papyrus is growing its network of
distribution partners to link demand for its
products with the production facilities
Expansion of Engagements in Major
Banana Growing Regions
The success of Papyrus at COP27 expanded
engagements with a number of top tier banana
growing organisations and investment bodies
globally, who have expressed interest in the
Papyrus technology to make valuable use of
banana plantation waste for economic benefits
and to address climate mitigation targets.
Partnership discussions with interested
groups from Africa, Asia, South America and
Europe combines addressing environmental
and sustainability issues, and utilising fibre
for biodegradable food packaging products.
Interest in potential joint ventures has grown
with major banana growers, packaging
manufacturers and other stakeholders.
Papyrus Egypt is also receiving strong interest
from groups in Africa for the technology and
partnerships, which will be pursued following
the implementation of the first contract with
the MP.
Growth Opportunities with New
Investments
This year we received our first international
impact investment from Europe.
We also secured a service agreement with BPE
Investments Pty Ltd and Union Pacific Equities
Pty Ltd, to leverage their capability to provide
us with valuable growth opportunities and
2 2
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA validate our reputation as a trusted partner in
the industry. We will work closely to drive mutual
success and deliver innovative solutions.
Papyrus Patent Application
The International Patent application relating
to the Papyrus technology to produce banana
fibre and pulp for moulded fibre products was
published by the International Bureau of the
World Intellectual Property Organisation (WIPO)
in March 2023.
Filing the patent application for the ‘Method
and apparatus for producing a mouldable
cellulosic fibrous material’ is an important
step towards Papyrus acquiring broad-ranging
international patent protection for this state-
of-the-art zero waste process and an important
milestone in the protection of technology
intellectual property as commercialisation
progresses.
The Board, the AGM and EGM
The Non-Executive Directors continued to
forego their remuneration during the year.
In July 2022 Mr Pascal Gouel was appointed to
the Board as Executive Director International
Business Development, to assist Papyrus
in global commercialising at scale and
supporting Papyrus’ strategic objectives in the
international market.
With experience working in Egypt, Kuwait,
Saudi Arabia and the United Arab Emirates,
Mr Gouel has unique experience and skillsets,
invaluable in facilitating the Company’s
strategic objectives including the proposed
consolidation of Egypt with Australia.
At the November 2022 AGM Mr Gouel presented
a detailed update on the success of Papyrus
at COP27 and the growing commercialisation
opportunities and engagements underway,
which will progress the expansion of business
partnerships.
In November 2022 following the AGM, Ms
Kerry Chikarovski resigned as Director, having
provided firsthand government knowledge to
facilitate strategic governance to our Board
during her tenure from November 2021.
In May 2023, the Papyrus founder and Managing
Director, Mr Ramy Azer retired from the Board
to focus on the MP contract and will continue
to liaise with the Egyptian Government
for future facilities on behalf of Papyrus.
Having developed the Papyrus technology
from concept through to the established
commercial-scale facilities in Egypt, the Board
is extremely grateful to Mr Azer for the design
of the Papyrus innovative technology, his
unwavering commitment, passion, and tireless
efforts to drive the growth of Papyrus and
his ongoing relations with the Government of
Egypt to establish more factories.
The Board appointed the Chief Operating
Officer, Mr Daniel Schmidt as Interim CEO
during a transition period while consolidation
with Egypt is considered and the structural
requirements of the growing Papyrus group is
ascertained. Mr Schmidt’s strategic operational
skills have advanced the development and
execution of Papyrus’ business strategy and
strengthening international partnerships.
FY24 Horizon
There is a strong groundswell of demand for
products that provide a positive impact to both
social and environmental outcomes. Papyrus
is well positioned with its production of
banana fibre pulp and moulded fibre products
to provide real world solutions that support
a reduction in emissions from farming and a
reduction in demand for plastics.
Papyrus is focused on the continued ramp
up of the operation in Egypt and specifically
completing the construction and production
ramp up of the first new banana fibre moulding
facility for the Egyptian Government.
Papyrus is also focused on expanding the
technology with new partners in other banana
growing regions. With a number of promising
developments over FY23, Papyrus is well
positioned to continue expansion outside the
operation in Egypt.
2 3
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Significant Changes In The State Of Affairs
There have been no significant changes in the state of affairs of the Company during the year
ended 30 June 2023.
Likely Developments And Expected Results
The Company continues to investigate new opportunities for approval by the Company’s
shareholders and the ASX if required.The outcome of these investigations cannot be predicted
at this time. The Group may require further capital to sustain its activities.
Environmental Regulation
The Group’s operations are not subject to any significant environmental regulations under
either Commonwealth or State legislation; however, the Group believes that it has adequate
systems in place for the management of any future environmental regulations.
Matters Subsequent To
The End Of The Financial Year
There have been no significant matters subsequent to the end of the financial year.
Shares under option
At the date of this report, the following options to acquire ordinary shares in the Company were
on issue:
Shares issued as a result of the exercise of options
No options were exercised during the year ended 30 June 2023 (41,666,667 options were
exercised during 2022 financial year).
Options expired
25,750,000 options expired during the year ended 30 June 2023.
2 4
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Indemnification And
Insurance Of Directors
And Officers
To the extent permitted by law, the Company
has indemnified (un-insured) each director and
the secretary of the Company. The liabilities
insured include costs and expenses that
may be incurred in defending civil or criminal
proceedings (that may be brought) against
the officers in their capacity as officers of
the Company or a related body, and any other
payments arising from liabilities incurred
by the officers in connection with such
proceedings, other than where such liabilities
arise out of conduct involving a willful breach of
duty by the officers or the improper use by the
officers of their position or of information to
gain advantage for themselves or someone else
or to cause detriment to the Company.
A premium of $41,456 was paid for Papyrus
Directors and Officers D&O Liability Insurance
for the year ended 30 June 2023 (2022: nil).
New options issued
On 5 January 2023 the company
issued 2,727,273 unlisted
options exercisable at $0.06 per
option and with an expiry date
of one year from date of issue,
being 5 January 2024. These
were issued as part of capital
raise to sophisticated investors.
On 9 June 2023 the company
issued 14,285,714 unlisted
options exercisable at $0.03 per
option and with an expiry date
of two years from date of issue,
being 9 June 2025. These were
issued as part of capital raise to
sophisticated investors.
On 28 June 2023 the Company
entered into a deed with
Sydney based BPE Investments
Pty Ltd and Union Pacific
Investments Pty Ltd to promote
the Company to potential
users of its environmentally
friendly technology, improve
the Company’s opportunities
and profile in Australia and
internationally and increase
value to shareholders. As a
result of the deed execution,
the Company issued
25,000,000 unlisted options
exercisable at $0.03 per option,
and expiring in fifteen months
from the date of issue.
Option holders do not have
any rights to participate in
any issues of shares or other
interests of the company or any
other entity. There have been
no other options granted over
unissued shares or interests
of any control entity within the
Group during or since the end of
the reporting period. For details
of options issued to directors
and executives as remuneration,
refer to the remuneration report.
2 5
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Remuneration Report
- Audited
This report outlines the remuneration
arrangements in place for key management
personnel of Papyrus Australia Ltd.
Remuneration Philosophy
The Board is responsible for determining
remuneration policies applicable to Directors
and senior executives of the entity. The
broad policy is to ensure that remuneration
properly reflects the individuals’ duties and
responsibilities and that remuneration is
competitive in attracting, retaining and
motivating people with appropriate skills
and experience. At the time of determining
remuneration, consideration is given by the
Board to the Group’s financial performance.
Employment Contracts
The employment conditions of the Managing
Director, Mr Ramy Azer, were formalised in a
one-year service contract between his related
entity Ramy Azer (an incorporated Egyptian
entity BRN 4294) and Papyrus Australia Ltd
and his fee is $250,000 per annum (exclusive
of GST) and a displacement allowance of
$50,000 payable by the joint venture company
Papyrus Egypt. The Company may terminate
the services contract without cause by
providing one (1) month’s written notice or
making payment in lieu of notice, based on the
annual fee. Termination payments are generally
not payable on resignation or dismissal for
serious misconduct. In the instance of serious
misconduct, the Company can terminate
employment at any time. It is noted that this
contract expired on the 30 November 2022 and
as Mr Ramy Azer retired as Managing Director
effective from 19 May 2023, a new contract was
not renegotiated but Mr Azer was paid at the
same rate as the previous contract until his
retirement date.
The Company has employment contracts with
the following:
• Mr Daniel Schmidt, Chief Executive Officer
with a remuneration of $205,000 per annum
plus superannuation. The contract has no
fixed term; each party can terminate the
contract with 3 months’ notice in writing.
• Effective 19 May 2023 Mr Daniel Schmidt
was appointed as Interim CEO following
the retirement of the Managing Director Mr
Ramy Azer.
• Mr Peter Rostig, Manager – Engineering &
Business Development with a remuneration
of $135,000 per annum plus superannuation.
The contract has no fixed term; each party
can terminate the contract with 3 months’
notice in writing. Mr Rostig resigned
effective from the 30 June 2023 and will be
available to provide engineering services to
Papyrus as required.
The Company has consultancy contracts with
the following executive directors:
• On the 1 November 2021, the Company
entered into a services deed with
Chikarovski and Associates to provide
services with a remuneration of $30,000 per
annum. The deed had no fixed term and may
be terminated by either party with 30 days’
notice in writing. Following Ms Chikarovski’s
resignation as Director on 25 November
2022, the deed lapsed.
• On 29 July 2022, the Company entered into
a service arrangement with CC&C Pty Ltd
for consultancy services to be provided
by Mr Pascal Gouel as Executive Director
International Business Development, with an
annual remuneration of $50,000 plus GST.
Key Management Personnel
Remuneration and Equity Holdings
The Board currently determines the nature and
amount of remuneration for key management
personnel of the Group. The policy is to align
key management personnel objectives with
2 6
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Voting And Comments Made
At The Company’s 2022 Annual
General Meeting
Papyrus Australia Ltd motion in relation to
the approval of 2022 remuneration report
passed with a vote total of more than 98%. The
Company did not receive any specific feedback
at the AGM on its remuneration report.
Details Of Remuneration
Amounts of remuneration
Detail of the remuneration of key management
personnel of the Group are set out in the
following tables.
They key management personnel of the Group
consisted of the following directors at Papyrus
Australia Limited:
Mr Edward Byrt, Chairman
Mr Ramy Azer, Managing Director
(retired 19 May 2023)
Mr David Attias, Non-Executive Director
Ms Kerry Chikarovski, Executive Director
(Resigned 25 November 2022)
Mr Vincent Peter Rigano,
Non-Executive Director
Mr Pascal Gouel, Executive Director
(appointed 29 July 2022)
And the following persons:
Mr Daniel Schmidt, Interim Chief
Executive Officer
Mr Peter Rostig, Manager – Engineering
There has been a change to the key
management personnel of the group since the
end of the reporting period.
Mr Peter Rostig, Manager – Engineering retired
from his full-time position and will be available
to provide engineering services to Papyrus as
required.
shareholder and business objectives by
providing a fixed remuneration component and
offering specific long-term incentives.
The non-executive directors and other
executives receive a superannuation guarantee
contribution required by the government,
which is currently 10.5%, and do not receive any
other retirement benefits. Some individuals,
however, may choose to sacrifice part of
their salary to increase payments towards
superannuation. All remuneration paid to
key management personnel is expensed
as incurred. Executives are also entitled to
participate in the Group share option scheme.
Options are valued using the Black Scholes
methodology.
The Board policy is to remunerate non-
executive Directors at market rates based on
comparable companies for time, commitment
and responsibilities. The Board determines
payments to non-executive directors and
reviews their remuneration annually, based
on market practice, duties and accountability.
Independent external advice is sought when
required.
Non-executive Directors’ fees are determined
within an aggregate director’s fee pool limit,
which is periodically recommended for approval
by shareholders. The pool does not include the
remuneration payable to the Managing Director
Mr Ramy Azer or other executive Directors. The
maximum currently stands at $300,000 per
annum and was approved by shareholders prior
to the Company listing in April 2005. It should be
noted that other than the Managing Director, and
the Executive Director International Business
Development, no other directors have received
any remuneration during the 2023 financial year.
Use Of Remuneration Consultants
During the financial year, there were no
remuneration recommendations made in
relation to key management personnel for the
Company by any remuneration consultants.
The Company did not use any remuneration
consultation during financial year 2023.
2 7
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Papyrus Australia Ltd
ABN 63 110 868 409
Directors’ Report
30 June 2023
REMUNERATION REPORT (continued) - AUDITED
VOTING AND COMMENTS MADE AT THE COMPANY’S 2022 ANNUAL GENERAL MEETING
Papyrus Australia Ltd motion in relation to the approval of 2022 remuneration report passed with a vote total of more than 98%.
The Company did not receive any specific feedback at the AGM on its remuneration report.
DETAILS OF REMUNERATION
Amounts of remuneration
Detail of the remuneration of key management personnel of the Group are set out in the following tables.
They key management personnel of the Group consisted of the following directors Papyrus Australia Limited:
Mr Edward Byrt, Chairman
Mr Ramy Azer, Managing Director (retired 19 May 2023)
Mr David Attias, Non-Executive Director
Ms Kerry Chikarovski Executive Director (Resigned 25 November 2022)
Mr Vincent Peter Rigano, Non-Executive Director
Mr Pascal Gouel, Executive Director (appointed 29 July 2022)
And the following person:
Mr Daniel Schmidt – Interim Chief Executive Officer
Mr Peter Rostig – Manager – Engineering
There has been a change to the key management personnel of the group since the end of the reporting period.
Mr Peter Rostig – Manager – Engineering retired from his full-time position and will be available to provide engineering services
to Papyrus as required.
Table 1: Directors’ remuneration for the year ended 30 June 2023 and 30 June 2022
Table 1: Directors’ remuneration for the year ended 30 June 2023 and 30 June 2022
Primary Benefit
Post-Employment
Salary & Fees
$
Superannuation
$
Share-based
Payments
Options
$
Total Benefit
$
Mr Ramy Azer
Ms Kerry Chikarovski
Mr Pascal Gouel
Total
2023(*)
2022
2023(**)
2022
2023 (***)
2022
2023
2022
221,102
250,000
12,500
20,000
45,837
-
279,439
270,000
-
-
-
-
-
-
-
-
-
-
64,832
-
-
-
64,832
221,102
250,000
12,500
84,832
45,837
-
279,439
334,832
(*) Represents remuneration to Mr Azer under the service contract discussed above. The remuneration above doesn’t include
(*) Represents remuneration to Mr Azer under the service contract discussed above. The remuneration above doesn’t included
benefits paid to Mr Azer by Papyrus Egypt, the entity that the Company has joint control over, and accounts for using equity
benefits paid to Mr Azer by Papyrus Egypt, the entity that the Company has joint control over and accounts for using equity method.
method.
(**) Represents the payments made to Ms Chikarovski under the consultancy contract as discussed above, up until her
Papyrus Australia Ltd
resignation as Company Director on 25 November 2022.
(**) Represents the payments made to Ms Chikarovski under the consultancy contract as discussed above, up until her
resignation as Company Director on 25 November 2022.
ABN 63 110 868 409
(***) Represents the payments made to Mr Pascal Gouel under the consultancy arrangement as discussed above upon his
Directors’ Report
appointment as Executive Director of the Company on 29 July 2022.
(***) Represents the payments made to Mr Pascal Gouel under the consultancy arrangement as discussed above upon his
30 June 2023
appointment as Executive Director of the Company on 29 July 2022.
Table 2: Remuneration of key management personnel for the year ended 30 June 2023 and 30 June 2022
REMUNERATION REPORT CONTINUED- AUDITED
Table 2: Remuneration of key management personnel for the year ended 30 June 2023 and 30 June 2022
DETAILS OF REMUNERATION (continued)
Primary Benefit
Post-Employment
Salary & Fees
$
17
Superannuation
$
Share-based
Payments
Options
$
Primary Benefit
$
Mr Peter Rostig
2023(****)
2022
Mr Daniel Schmidt
2023(***)
2022
135,000
108,555
205,000
41,394
Total
2023
2022
340,000
149,949
14,158
9,163
21,525
4,139
35,683
13,302
-
13,155
-
-
-
13,155
149,158
117,718
226,525
45,533
375,683
163,251
(***) Represents remuneration to Mr Schmidt under the service contract discussed above.
(***) Represents remuneration to Mr Schmidt under the service contract discussed above.
(****) Mr Rostig under the service contract discussed above, a sign-on incentive was provided to Mr Rostig as part of his
appointment with the Company. 500,000 unlisted options under a contract of employment were issued 4 May 2021; of these
(****) Mr Rostig under the service contract discussed above, a sign-on incentive was provided to Mr Rostig as part of his
appointment with the Company. 500,000 unlisted options under a contract of employment were issued 4 May 2021, of these
250,000 vested on 4 May 2022 have an exercise price of $0.20 per option and expire on 4 May 2026. The remaining 250,000
250,000 vested on 4 May 2022 have an exercise price of $0.20 per option and expire on 4 May 2026. The remaining 250,000
options will vest on 4 May 2023 if Mr Rostig remains in employment with the Company; they have an exercise price of $0.40
options will vest on 4 May 2023 if Mr Rostig remains in employment with the Company, have an exercise price of $0.40 per
per option and an expiry date of 4 May 2026. The options had a fair value of $8,868 and $8,573 at the grant date, determined
option and an expiry date of 4 May 2026. The options had a fair value of $8,868 and $8,573 at the grant date, determined using
using Black Scholes valuation model respectively.
Black Scholes valuation model respectively
Options holdings of Directors and Key Management Personnel
2 8
Balance at 1
July 2022
Granted as
remuneration
Other
Changes -
Exercised
K Chikarovski (**)
P Rostig
Total
4,000,000
500,000
4,500,000
-
-
-
-
-
-
Other
Changes -
Issued
(4,000,000)
-
(4,000,000)
Balance at 30
June 2023
-
500,000
500,000
Vested and
Exercisable at
30 June 2023
-
500,000
500,000
(**) 4,000,000 unlisted options were issued but have been removed from this table on Ms Chikarovski resignation as a director
All remuneration for both 2023 and 2022 for key management personnel was fixed and not linked to performance.
18
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA
Papyrus Australia Ltd
ABN 63 110 868 409
Directors’ Report
30 June 2023
REMUNERATION REPORT CONTINUED- AUDITED
DETAILS OF REMUNERATION (continued)
Primary Benefit
Post-Employment
Primary Benefit
Salary & Fees
Superannuation
$
$
Share-based
Payments
Options
$
$
Mr Peter Rostig
2023(****)
2022
Mr Daniel Schmidt
2023(***)
2022
135,000
108,555
205,000
41,394
Total
2023
2022
149,949
340,000
14,158
9,163
21,525
4,139
35,683
13,302
-
13,155
-
-
-
13,155
149,158
117,718
226,525
45,533
375,683
163,251
(***) Represents remuneration to Mr Schmidt under the service contract discussed above.
(****) Mr Rostig under the service contract discussed above, a sign-on incentive was provided to Mr Rostig as part of his
appointment with the Company. 500,000 unlisted options under a contract of employment were issued 4 May 2021, of these
250,000 vested on 4 May 2022 have an exercise price of $0.20 per option and expire on 4 May 2026. The remaining 250,000
options will vest on 4 May 2023 if Mr Rostig remains in employment with the Company, have an exercise price of $0.40 per
option and an expiry date of 4 May 2026. The options had a fair value of $8,868 and $8,573 at the grant date, determined using
Black Scholes valuation model respectively
Options Holdings of Directors and Key Management Personnel
Options holdings of Directors and Key Management Personnel
Balance at 1
July 2022
Papyrus Australia Ltd
Papyrus Australia Ltd
K Chikarovski (**)
ABN 63 110 868 409
ABN 63 110 868 409
P Rostig
Directors’ Report
Directors’ Report
Total
30 June 2023
30 June 2023
4,000,000
500,000
4,500,000
Granted as
remuneration
Other
Changes -
Exercised
-
-
-
-
-
-
Other
Changes -
Issued
(4,000,000)
-
(4,000,000)
Balance at 30
June 2023
-
500,000
500,000
Vested and
Exercisable at
30 June 2023
-
500,000
500,000
Other Changes
Other Changes
Other Changes
Other Changes
Other Changes
DETAILS OF REMUNERATION (continued)
Key Management Personnel (Direct) Shareholdings
REMUNERATION REPORT CONTINUED- AUDITED
-
-
-
-
-
-
100,000
100,000
-
-
100,000
100,000
-
-
(48,613,253)
(48,613,253)
-
100,000
-
-
-
(100,000)
(100,000)
100,000
R Azer
R Azer
E Byrt
E Byrt
D Attias
D Attias
K Chikarovski
K Chikarovski
V Rigano
V Rigano
Total
Total
(**) 4,000,000 unlisted options were issued but have been removed from this table on Ms Chikarovski resignation as a director
REMUNERATION REPORT CONTINUED- AUDITED
REMUNERATION REPORT CONTINUED- AUDITED
(**) 4,000,000 unlisted options were issued but have been removed from this table on Ms Chikarovski’s resignation as a
All remuneration for both 2023 and 2022 for key management personnel was fixed and not linked to performance.
director. All remuneration for both 2023 and 2022 for key management personnel was fixed and not linked to performance.
DETAILS OF REMUNERATION (continued)
DETAILS OF REMUNERATION (continued)
Papyrus Australia Ltd
Key Management Personnel (Direct) Shareholdings
Key Management Personnel (Direct) Shareholdings
Key Management Personnel (Direct) Shareholdings
ABN 63 110 868 409
Directors’ Report
30 June 2023
Balance at 1 July 2021
Balance at 1 July 2021
48,613,253
48,613,253
25,779,481
25,779,481
-
-
-
-
12,830,445
12,830,445
87,223,179
87,223,179
Balance at 1 July 2021
48,613,253
Balance at 1 July 2022
Balance at 1 July 2022
25,779,481
48,613,253
48,613,253
-
25,779,481
25,779,481
18
-
-
-
12,830,445
100,000
100,000
87,223,179
12,830,445
12,830,445
-
-
Balance at 1 July 2022
87,323,179
87,323,179
48,613,253
25,779,481
-
100,000
12,830,445
-
87,323,179
Balance at 30 June 2022
Balance at 30 June 2022
48,613,253
48,613,253
25,779,481
25,779,481
-
-
100,000
100,000
12,830,445
12,830,445
87,323,179
87,323,179
Balance at 30 June 2022
48,613,253
R Azer
Balance at 30 June 2023
Balance at 30 June 2023
25,779,481
E Byrt
-
R Azer (*)
-
R Azer (*)
-
D Attias
25,779,481
E Byrt
25,779,481
E Byrt
100,000
K Chikarovski
-
D Attias
-
D Attias
12,830,445
V Rigano
-
K Chikarovski (**)
-
K Chikarovski (**)
87,323,179
Total
12,830,445
V Rigano
12,830,445
V Rigano
-
P Gouel
-
P Gouel
Balance at 30 June 2023
38,609,926
Total
38,609,926
Total
-
R Azer (*)
(*) Mr Azer retired from the board during the period. The Other Changes represents additional shares acquired during the period
(*) Mr Azer retired from the board during the period. The Other Changes represents additional shares acquired during the period
25,779,481
E Byrt
(*) Mr Azer retired from the board during the period. The Other Changes represents additional shares acquired during the
of 12,270,636 and the change to reflect the retirement, not a disposal of shares.
of 12,270,636 and the change to reflect the retirement, not a disposal of shares.
-
D Attias
period of 12,270,636 and the change to reflect the retirement, not a disposal of shares.
(**) Ms Chikarovski resigned from the board during the period. The Other Change represents the change to reflect the resignation,
(**) Ms Chikarovski resigned from the board during the period. The Other Change represents the change to reflect the resignation,
not a disposal of shares.
not a disposal of shares.
-
K Chikarovski (**)
(**) Ms Chikarovski resigned from the board during the period. The Other Changes represents the change to reflect the
12,830,445
V Rigano
resignation, not a disposal of shares.
Other transactions with key management personnel
Other transactions with key management personnel
-
P Gouel
38,609,926
Total
The Company has an unsecured loan representing a draw down facility provided by Talisker (SA) Pty Ltd (“Talisker”), an entity
The Company has an unsecured loan representing a draw down facility provided by Talisker (SA) Pty Ltd (“Talisker”), an entity
Other Transactions with Key Management Personnel
associated with the Company’s Managing Director, Mr Ramy Azer. The loan is unsecured and repayable from future revenues or
associated with the Company’s Managing Director, Mr Ramy Azer. The loan is unsecured and repayable from future revenues or
proceeds from future equity raisings, subject to not materially prejudicing the ability of the Company to repay its creditors. The
proceeds from future equity raisings, subject to not materially prejudicing the ability of the Company to repay its creditors. The
(*) Mr Azer retired from the board during the period. The Other Changes represents additional shares acquired during the period
The Company has an unsecured loan representing a draw down facility provided by Talisker (SA) Pty
balance of the loan at 30 June 2023 is $0 (2022: $0). As at 30 June 2022, the accrued interest of $40,867 associated with the loan
balance of the loan at 30 June 2023 is $0 (2022: $0). As at 30 June 2022, the accrued interest of $40,867 associated with the loan
of 12,270,636 and the change to reflect the retirement, not a disposal of shares.
historically is still outstanding. The interest was agreed between the parties to be paid only when the group makes sufficient profit.
historically is still outstanding. The interest was agreed between the parties to be paid only when the group makes sufficient profit.
Ltd (“Talisker”), an entity associated with Mr Ramy Azer. The loan is unsecured and repayable from
(**) Ms Chikarovski resigned from the board during the period. The Other Change represents the change to reflect the resignation,
This interest portion was presented in the financial statement of the Group within the ‘Trade and other payables’ a current liability.
This interest portion was presented in the financial statement of the Group within the ‘Trade and other payables’ a current liability.
not a disposal of shares.
future revenues or proceeds from future equity raisings, subject to not materially prejudicing the
ability of the Company to repay its creditors. The balance of the loan at 30 June 2023 is $0 (2022:
The Company had unsecured payable owing to with V Rigano. The payable was short-term in nature and no interest is charged
The Company had unsecured payable owing to with V Rigano. The payable was short-term in nature and no interest is charged
Other transactions with key management personnel
on this. The balance of the loan which relates to reimbursement of expenses is as follows:
on this. The balance of the loan which relates to reimbursement of expenses is as follows:
$0). As at 30 June 2022, the accrued interest of $40,867 associated with the loan historically is still
The Company has an unsecured loan representing a draw down facility provided by Talisker (SA) Pty Ltd (“Talisker”), an entity
outstanding. The interest was agreed between the parties to be paid only when the group makes
Balance at 30 June 2023
Balance at 30 June 2022
Balance at 30 June 2023
Balance at 30 June 2022
associated with the Company’s Managing Director, Mr Ramy Azer. The loan is unsecured and repayable from future revenues or
sufficient profit. This interest portion was presented in the financial statement of the Group within the
2,035
1,033
2,035
1,033
proceeds from future equity raisings, subject to not materially prejudicing the ability of the Company to repay its creditors. The
‘Trade and other payables’ as a current liability.
balance of the loan at 30 June 2023 is $0 (2022: $0). As at 30 June 2022, the accrued interest of $40,867 associated with the loan
END OF AUDITED REMUNERATION REPORT.
END OF AUDITED REMUNERATION REPORT.
historically is still outstanding. The interest was agreed between the parties to be paid only when the group makes sufficient profit.
This interest portion was presented in the financial statement of the Group within the ‘Trade and other payables’ a current liability.
The Company had unsecured payable owing to V Rigano. The payable was short-term in nature and no
interest is charged on this. The balance of the loan which relates to reimbursement of expenses is as
The Company had unsecured payable owing to with V Rigano. The payable was short-term in nature and no interest is charged
on this. The balance of the loan which relates to reimbursement of expenses is as follows:
follows:
-
-
(48,713,253)
(48,713,253)
(48,613,253)
-
(48,713,253)
-
(100,000)
Other Changes
V Rigano
V Rigano
V Rigano
Balance at 30 June 2022
1,033
Balance at 30 June 2023
2,035
END OF AUDITED REMUNERATION REPORT.
2 9
19
19
19
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA
Papyrus Australia Ltd
ABN 63 110 868 409
Directors’ Report
30 June 2023
Directors’ Meetings
DIRECTORS’ MEETINGS
The number of meetings of directors (including meetings of committees of directors) held during the
The number of meetings of directors (including meetings of committees of directors) held during the year and the number of
year and the number of meetings attended by each director were as follows:
meetings attended by each director were as follows:
Number of meetings held
Number of meetings attended:
Mr Edward Byrt
Mr Ramy Azer (retired 19 May 2023)
Mr David Attias
Mrs Kerry Chikarovski (resigned 25
November 2022)
Mr Vincent Rigano
Mr Pascal Gouel
Directors'
Meetings
22
Number eligible
to attend
22
16
22
5
22
22
Audit Committee
2
Number eligible
to attend
2
0
2
2
-
Number attended
22
12
20
5
22
20
Number attended
2
0
2
2
-
Members acting on the audit committee of the Board are:
Members acting on the audit committee of the Board are:
Vincent Rigano Non-executive
Non-executive
Edward Byrt
Vincent Rigano Non-executive director
Non-executive
David Attias
Edward Byrt Non-executive director
Managing director (retired 19 May 2022)
Ramy Azer
David Attias Non-executive director
PROCEEDINGS ON BEHALF OF THE COMPANY
Ramy Azer Managing director (retired 19 May 2022)
The Group was not a party to any proceedings during the year.
Proceedings On Behalf Of The Company
NON-AUDIT SERVICES
director
director
director
The Group was not a party to any proceedings during the year.
BDO Audit Pty Ltd, in its capacity as auditor for Papyrus Australia Ltd, has not provided any non-audit services throughout the
reporting period.
Non Audit Services
In February 2023, BDO Services commenced application for the Research and Development Tax Incentive (R&DTI) Tax offset
for Papyrus Australia Ltd.
In April 2023, BDO Services Egypt was engaged to prepare an independent valuation of Papyrus Egypt.
BDO Audit Pty Ltd, in its capacity as auditor for Papyrus Australia Ltd, has not provided any non-audit
AUDITOR’S INDEPENDENCE DECLARATION
services throughout the reporting period.
The auditor’s independence declaration for the year ended 30 June 2023 as required under section 307C of the Corporations Act
In February 2023, BDO Services commenced application for the Research and Development Tax
2001 has been received and can be found on page 21.
Incentive (R&DTI) Tax offset for Papyrus Australia Ltd.
Signed in accordance with a resolution of the directors.
In April 2023, BDO Services Egypt was engaged to prepare an independent valuation of Papyrus Egypt.
Auditor’s Independence Declaration
Edward Byrt
Chairman
The auditor’s independence declaration for the year ended 30 June 2023 as required under section
29th September 2023
307C of the Corporations Act 2001 has been received and can be found on page 31.
Signed in accordance with a resolution of the directors.
Edward Byrt
Chairman
29th September 2023
3 0
20
Papyrus Australia Ltd ABN 63 110 868 409 Directors’ Report 30 June 2023 DIRECTORS’ MEETINGS The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows: Members acting on the audit committee of the Board are: Vincent Rigano Non-executive director Edward Byrt Non-executive director David Attias Non-executive director Ramy Azer Managing director (retired 19 May 2022) PROCEEDINGS ON BEHALF OF THE COMPANY The Group was not a party to any proceedings during the year. NON-AUDIT SERVICES BDO Audit Pty Ltd, in its capacity as auditor for Papyrus Australia Ltd, has not provided any non-audit services throughout the reporting period. In February 2023, BDO Services commenced application for the Research and Development Tax Incentive (R&DTI) Tax offset for Papyrus Australia Ltd. In April 2023, BDO Services Egypt was engaged to prepare an independent valuation of Papyrus Egypt. AUDITOR’S INDEPENDENCE DECLARATION The auditor’s independence declaration for the year ended 30 June 2023 as required under section 307C of the Corporations Act 2001 has been received and can be found on page 21. Signed in accordance with a resolution of the directors. Edward Byrt Chairman 29th September 2023 20 Directors' Meetings Audit Committee Number of meetings held 22 2 Number of meetings attended: Number eligible to attend Number attended Mr Edward Byrt 22 22 2 2 Mr Ramy Azer (retired 19 May 2023) 16 12 0 0 Mr David Attias 22 20 2 2 Mrs Kerry Chikarovski (resigned 25 November 2022) Mr Vincent Rigano 22 22 2 2 Mr Pascal Gouel 22 20 - - Number attended Number eligible to attend 5 5 PAPYRUS AUSTRALIAPAPYRUS AUSTRALIAPAPYRUS AUSTRALIA
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
Auditor’s
Independent
Declaration
BY ANDREW TICKLE
TO THE DIRECTORS OF PAPYRUS AUSTRALIA LIMITED
As lead auditor of Papyrus Australia Limited for the year ended 30 June 2023, 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 Papyrus Australia Limited and the entities it controlled during the
period.
Andrew Tickle
Director
BDO Audit Pty Ltd
Adelaide, 29 September 2023
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.
3 1
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Financial Report
Consolidated Statement of Profit or Loss and Other
Comprehensive Income For the Year Ended 30 June 2023
Papyrus Australia Ltd
ABN 63 110 868 409
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2023
Other income
Share based payment expense
Consultancy expenses / Salaries and Wages
Depreciation expense
Employee benefits expenses
Other expenses
Share of net profits of associate and joint venture
Loss before income tax benefit
Income tax benefit
Loss for the period
Other compressive income
Total comprehensive income for the year
Loss attributable to the parent
Loss for the year
Total comprehensive income attributable to the parent
Total comprehensive income attributable to members of the parent entity
Note
2 (a)
2 (b)
2 (c)
3
Consolidated Group
30 June
2023
$
97,630
(11,275)
(408,319)
(1,352)
30 June
2022
$
-
(97,685)
(391,941)
(212)
(371,587)
(163,251)
(446,359)
(276,346)
(362,386)
(247,336)
(1,503,598)
(1,176,771)
(1,503,598)
(1,176,771)
-
-
(1,503,598)
(1,176,771)
(1,503,598)
(1,503,598)
(1,176,771)
(1,176,771)
(1,503,598)
(1,176,771)
(1,503,598)
(1,176,771)
Earnings per share:
Basic earnings per share
Diluted earnings per share
4
4
Cents
(0.32)
(0.32)
Cents
(0.27)
(0.27)
3 2
The accompanying notes form part of these financial statements.
22
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Financial Report cont.
Consolidated Statement of Financial Position
As At 30 June 2023
Papyrus Australia Ltd
ABN 63 110 868 409
Consolidated Statement of Financial Position
As at 30 June 2023
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Prepayments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Investments accounted for using the equity method
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Other non-current liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS / (LIABILITIES)
EQUITY
Issued capital
Reserves
Accumulated losses
Total attributable to owners of parent
TOTAL EQUITY / (DEFICIT)
Note
Consolidated Group
30 June
2023
$
30 June
2022
$
5
6
7
8
9
10
11
12
425,003
1,559,071
6,067
1,376,268
1,045,373
-
1,990,141
2,421,641
2,280
689,856
692,136
2,960
1,052,242
1,055,202
2,682,277
3,476,843
201,791
201,791
203,984
203,984
-
-
-
-
201,791
203,984
2,480,486
3,272,859
26,372,581
1,071,488
(24,963,583)
25,672,581
1,060,263
(23,459,985)
2,480,486
3,272,859
2,480,486
3,272,859
3 3
P A P Y R U S A U S T R A L I A
The accompanying notes form part of these financial statements.
23
PAPYRUS AUSTRALIA Financial Report cont.
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2023
Papyrus Australia Ltd
ABN 63 110 868 409
Consolidated Statement of changes in equity
For the Year Ended 30 June 2023
Balance at 1 July 2021
Comprehensive income
Loss for the year
Total comprehensive income for the period
transactions with owners, in their capacity as owners, and other
transactions
Shares Issued via exercise of options on 19 January 2022
Shares issued via exercise of options on 24 January 2022
Shares issued via exercise of options on 30 March 2022
Shares issued via private placement on 1 April 2022
Shares issued via exercise of options on 29 April 2022
Shares issued via exercise of options on 11 May 2022
Share based payments
Unlisted Options issued to sophisticated investor on 20 August
2021
Consolidated Group
Issued
Capital
Earnings/
(Accumulated
losses)
Share
Option
Reserve
Total
$
$
$
$
25,032,581
(22,283,214)
952,578
3,701,945
-
-
(1,176,771)
(1,176,771)
75,000
150,000
75,000
15,000
150,000
175,000
-
-
-
-
-
-
-
-
-
-
97,685
10,000
(1,176,771)
(1,176,771)
75,000
150,000
75,000
15,000
150,000
175,000
97,685
10,000
107,685
747,685
-
-
-
-
-
-
-
-
-
Total transactions with owners and other transactions
11
640,000
Balance at 30 June 2022
25,672,581
(23,459,985) 1,060,263
3,272,858
Balance at 1 July 2023
Comprehensive income
Loss for the year
Total comprehensive income for the period
transactions with owners, in their capacity as owners, and other
transactions
Shares issued via private placement on 5 January 2023
Shares issued via private placement on 9 June 2023
Share based payments
Total transactions with owners and other transactions
11
Balance at 30 June 2023
25,672,581
(23,459,985) 1,060,263
3,272,858
-
-
(1,503,598)
(1,503,598)
-
-
(1,503,598)
(1,503,598)
300,000
400,000
-
700,000
700,000
-
-
-
-
(24,963,583)
-
-
11,225
11,225
11,225
300,000
400,000
11,225
711,225
2,480,486
3 4
P A P Y R U S A U S T R A L I A
The accompanying notes form part of these financial statements.
24
PAPYRUS AUSTRALIA Financial Report cont.
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2023
Papyrus Australia Ltd
ABN 63 110 868 409
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
NET CASH USED IN OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase property, plant & equipment
Loans made to joint venture entity
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Proceeds from issue of options
Repayment of borrowings
Note
13
NET CASH PROVIDED BY FINANCING ACTIVITIES
Net (decrease)/increase in cash and cash equivalents
Cash at the beginning of the financial year
CASH AT THE END OF THE FINANCIAL YEAR
5(a)
Consolidated Group
30 June
2023
$
-
30 June
2022
$
-
(1,237,523)
(1,237,523)
(750,760)
(750,760)
-
(3,172)
(413,742)
(576,440)
(413,742)
(579,612)
700,000
-
-
625,000
10,000
-
700,000
635,000
(951,265)
(695,372)
1,376,268
425,003
2,071,640
1,376,268
3 5
P A P Y R U S A U S T R A L I A
The accompanying notes form part of these financial statements.
25
PAPYRUS AUSTRALIA Notes to the Financial Statements
For the year ended 30 June 2023
This financial report covers the consolidated financial statements and notes of Papyrus Australia
Ltd (‘the Company’) as an Individual entity and the consolidated Group comprising Papyrus Australia
Ltd and its Controlled Entities (‘the Group’). Papyrus Australia Ltd is a for-profit Group limited by
shares, incorporated and domiciled in Australia, whose shares are publicly traded on the Australian
Securities Exchange. The financial statements were authorised for issue by the Board of Directors on
29 September 2023.
Each of the entities within the Group prepare their financial statements based on the currency of the
primary economic environment in which the entity operates (functional currency). The consolidated
financial statements are presented in Australian dollars which is the parent entity’s functional and
presentation currency.
The separate financial statements and notes of the parent entity, Papyrus Australia Ltd, have not been
presented within this financial report as permitted by amendments made to the Corporations Act 2001.
1. Summary Of Significant Accounting Policies
(a) Basis of preparation
The financial statements are general purpose financial statements that have been prepared
in accordance with Australian Accounting Standards, Australian Accounting Interpretations,
other authoritative pronouncements of the Australian Accounting Standards Board and the
Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under
Australian Accounting Standards.
These financial statements and notes comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board.
The significant accounting policies used in the preparation and presentation of these financial
statements are provided below and are consistent with prior reporting periods unless otherwise
stated.
Except for the cash flow information, the financial statements are prepared on an accruals basis
and are based on historical costs, except for the measurement at fair value of selected non-
current assets, financial assets and financial liabilities.
Going concern
The financial statements have been prepared on the going concern basis, which contemplates
continuity of normal business activities and the realisation of assets and discharge of liabilities in
the normal course of business.
As presented in the financial statements, the Group incurred a loss before comprehensive income
of $1,503,598 and had net cash outflows of $425,003 as at 30 June 2023.
3 6
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA The Directors believe it is reasonably foreseeable that the Group will continue as a going concern
and that it is appropriate to adopt the going concern basis in the preparation of the financial
report considering the following factors;
•
•
the ability of the Group to raise additional capital either through an additional placement and/or
the exercise of options;
the expected repayment of amounts loaned to Papyrus Egypt (PPYEg);
• access to additional funding through the Group’s agreement with Talisker to support operations;
• potential cash flows from PPYEg resulting from the revenue generated from the sale of fibre
to the Egyptian Government project and the offtake contact income for the sale of output
generated by Egyptian Government project.
However, there remains a material uncertainty which may cast significant doubt as to whether
the Group will continue as a going concern, and therefore whether it will realise its assets and
extinguish its liabilities in the normal course of business and at the amounts stated in the
financial report. The financial report does not include any adjustments relating to the amounts
or classification of recorded assets or liabilities that might be necessary if the entity does not
continue as a going concern.
(b) Principles of consolidation
The consolidated financial statements include the financial position and performance of controlled
entities from the date on which control is obtained until the date that control is lost.
Intragroup assets, liabilities, equity, income, expenses and cash flows relating to transactions
between entities in the consolidated entity have been eliminated in full for the purpose of these
financial statements.
Appropriate adjustments have been made to a controlled entity’s financial position, performance and
cash flows where the accounting policies used by that entity were different from those adopted by the
consolidated entity. All controlled entities have a June financial year end.
A list of controlled entities is contained in Note 16 to the financial statements.
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the parent has control.
Control is established when the parent 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 relevant activities of the entity.
(c) Business combinations
The acquisition method of accounting is used to account for all business combinations regardless
of whether equity instruments or other assets are acquired. Cost is measured as the fair value of
the assets given, shares issued, or liabilities incurred or assumed at the date of exchange. Costs
directly attributable to the combination are expensed as incurred. Where equity instruments
are issued in a business combination, the fair value of the instruments is their published market
price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the
published price at the date of exchange is an unreliable indicator of fair value, and that other
evidence and valuation methods provide a more reliable measure of fair value.Transaction costs
arising on the issue of equity instruments are recognised directly in equity.
3 7
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Except for non-current assets or disposal groups classified as held for sale (which are measured at fair
value less costs to sell), all identifiable assets acquired, liabilities and contingent liabilities assumed in
a business combination are measured initially at their fair values at the acquisition date, irrespective
of the extent of any minority interest. The excess of the cost of the business combination over the
net fair value of the Group’s share of the identifiable net assets acquired is recognised as goodwill. If
the cost of acquisition is less than the Group’s share of the net fair value of the identifiable net assets
of the subsidiary, the difference is recognised as a gain in the income statement, but only after a
reassessment of the identification and measurement of the net assets acquired.
(d) Revenue and other income
Revenue is recognised when the amount of the revenue can be measured reliably, it is probable
that economic benefits associated with the transaction will flow to the entity and specific criteria
relating to the type of revenue has been satisfied.
Revenue is measured at the fair value of the consideration received or receivable and is presented
net of returns, discounts and rebates.
All revenue is stated net of the amount of goods and services tax (GST).
Interest revenue
Interest is recognised using the effective interest method.
Grant revenue
Government grants are recognised at fair value where there is reasonable assurance that the
grant will be received, and all grant conditions will be met. Grants relating to expense items
are recognised as income over the periods necessary to match the grant to the costs they are
compensating. Grants relating to assets are credited to deferred income at fair value and are
credited to income over the expected useful life of the asset on a straight-line basis.
(e) Finance costs
Finance costs directly attributable to the acquisition, construction or production of assets that
necessarily take a substantial period of time to prepare for their intended use or sale, are added
to the cost of those assets, until such time as the assets are substantially ready for their intended
use or sale.
All other finance costs are recognised in income in the period in which they are incurred.
(f) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and short-term investments
which are readily convertible to known amounts of cash and which are subject to an insignificant
risk of change in value.
Bank overdrafts also form part of cash equivalents for the purpose of the consolidated statement
of cash flows and are presented within current liabilities on the consolidated statement of
financial position.
(g) Trade and other receivables
For trade receivables, the Group applies a simplified approach in calculating Expected Credit
Losses (‘ECLs’) as allowed in accordance with AASB 9 Financial Instruments.
3 8
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance
based on lifetime ECLs at each reporting date.
(h) Income Tax
The tax expense recognised in the consolidated statement of profit or loss and other comprehensive
income relates to current income tax expense plus deferred tax expense (being the movement in deferred
tax assets and liabilities and unused tax losses during the year).
Current tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (tax
loss) for the year and is measured at the amount expected to be paid to (recovered from) the taxation
authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the
end of the reporting period.
Deferred tax is provided on temporary differences which are determined by comparing the carrying
amounts of tax bases of assets and liabilities to the carrying amounts in the financial statements.
Deferred tax is not provided for the following:
The initial recognition of an asset or liability in a transaction that is not a business combination and at
the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
Taxable temporary differences arising on the initial recognition of goodwill.
Temporary differences related to investment in subsidiaries, associates and jointly controlled entities
to the extent that the Company is able to control the timing of the reversal of the temporary differences
and it is probable that they will not reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the reporting period.
Deferred tax consequences relating to a non-monetary asset carried at fair value are determined using
the assumption that the carrying amount of the asset will be recovered through sale.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses
to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences and losses can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed each reporting date and are recognised
to the extent that it has become probable that future taxable profit will allow the deferred tax
asset to be recovered.
Current tax assets and liabilities are offset where there is a legally enforceable right to set off the
recognised amounts and there is an intention either to settle on a net basis or to realise the asset and
settle the liability simultaneously.
Deferred tax assets and liabilities are offset where there is a legal right to set off current tax assets
against current tax liabilities and the deferred tax assets and the deferred tax liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable
entities which intend either to settle current tax liabilities and assets on a net basis, or to realise
3 9
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA the assets and settle the liabilities simultaneously in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Current and deferred tax is recognised as income or an expense and included in profit or loss
for the period, except where the tax arises from a transaction which is recognised in other
comprehensive income or equity, in which case the tax is recognised in other comprehensive
income or equity respectively.
Tax consolidation legislation
Papyrus Australia Ltd and its wholly owned Australian subsidiaries have formed an income tax
consolidated group. Each entity in the tax consolidated group accounts for their own current and
deferred tax amounts. These tax amounts are measured using the ‘stand-alone taxpayer’ approach
to allocation.
Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax
credits in the subsidiaries are immediately transferred to the parent entity.
(i) Goods and Services Tax (GST)
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST),
except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).
Receivables and payable are stated inclusive of GST.
The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables
or payables in the consolidated statement of financial position.
Cash flows in the consolidated statement of cash flows are included on a gross basis and the GST
component of cash flows arising from investing and financing activities which is recoverable from,
or payable to, the taxation authority is classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or
payable to, the taxation authority.
(j) Plant and Equipment
Each class of plant and equipment are measured using the cost model as specified below.
Where the cost model is used, the asset is carried at its cost less any accumulated depreciation
and any impairment losses. Costs include purchase price, other directly attributable costs and the
initial estimate of the costs of dismantling and restoring the asset, where applicable.
Depreciation
The depreciable amount of all plant and equipment is depreciated on a straight-line and diminishing
value basis from the date that management determine that the asset is available for use.
Assets held under a finance lease and leasehold improvements are depreciated over the shorter of
the term of the lease and the assets’ useful life.
The estimated useful lives used for each class of depreciable asset are shown below:
4 0
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA At the end of each annual reporting period, the depreciation method, useful life and residual value
of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These
gains and losses are included in the statement of profit or loss and other comprehensive income.
(k) Financial instruments
Initial recognition and measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity.
(i) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised
cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them.
In order for a financial asset to be classified and measured at amortised cost or fair value
through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and
interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI
test and is performed at an instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial assets
in order to generate cash flows. The business model determines whether cash flows will result from
collecting contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame
established by regulation or convention in the marketplace (regular way trades) are recognised
on the trade date, i.e., the date that the Group commits to purchase or sell the asset.
Subsequent measurement of financial assets at amortised cost
The Group measures financial assets at amortised cost if both of the following conditions are met:
• The financial asset is held within a business model with the objective to hold financial assets in
order to collect contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the effective interest
method and are subject to impairment. Gains and losses are recognised in profit or loss when
the asset is derecognised, modified or impaired.
4 1
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated
statement of financial position) when:
• The rights to receive cash flows from the asset have expired; or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks
and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the asset
When the Group has transferred its rights to receive cash flows from an asset or has entered
into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks
and rewards of ownership. When it has neither transferred nor retained substantially all of the
risks and rewards of the asset, nor transferred control of the asset, the Group continues to
recognise the transferred asset to the extent of its continuing involvement. In that case, the
Group also recognises an associated liability. The transferred asset and the associated liability
are measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is
measured at the lower of the original carrying amount of the asset and the maximum amount of
consideration that the Group could be required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments
not held at fair value through profit or loss. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all the cash flows that the
Group expects to receive, discounted at an approximation of the original effective interest rate.
The expected cash flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a
significant increase in credit risk since initial recognition, ECLs are provided for credit losses
that result from default events that are possible within the next 12-months (a 12-month ECL).
For those credit exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected over the remaining life
of the exposure, irrespective of the timing of the default (a lifetime ECL).
The Group considers a financial asset in default when contractual payments are 90 days
past due. However, in certain cases, the Group may also consider a financial asset to be in
default when internal or external information indicates that the Group is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements
held by the Group. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.
(ii) Financial liabilities
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for
transaction costs unless the Group designated a financial liability at fair value through profit
4 2
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA or loss. Subsequently, financial liabilities are measured at amortised cost using the effective
interest method except for derivatives and financial liabilities designated at FVTPL, which are
carried subsequently at fair value with gains or losses recognised in profit or loss (other than
derivative financial instruments that are designated and effective as hedging instruments).
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of the new liability. The difference in the respective carrying
amounts is recognised in the statement of profit or loss.
(l) Impairment of non-financial assets
At the end of each reporting period, the Group determines whether there is any evidence of an
impairment indicator for non-financial assets.
Where this indicator exists and regardless of goodwill, indefinite life intangible assets and
intangible assets not yet available for use, the recoverable amount of the assets is estimated.
Where assets do not operate independently of other assets, the recoverable amount of the
relevant cash-generating unit (CGU) is estimated.
The recoverable amount of an asset or CGU is the higher of the fair value less costs of disposal and
the value in use. Value in use is the present value of the future cash flows expected to be derived
from an asset or cash-generating unit.
Where the recoverable amount is less than the carrying amount, an impairment loss is recognised
in profit or loss.
Reversal indicators are considered in subsequent periods for all assets which have suffered an
impairment loss, except for goodwill.
(m) Trade and other payables
Trade and other payables are carried at amortised costs and represent liabilities for goods and
services provided to the Group prior to the end of the financial year that are unpaid and arise when
the Group becomes obliged to make future payments in respect of the purchase of these goods
and services.
(n) Interest bearing loans and borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received less
directly attributable transaction costs.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortised cost.
(o) Equity settled compensation
The Group provides benefits to employees of the Group in the form of share-based payments,
whereby employees receive options incentives (equity-settled transactions).
There is currently one plan in place to provide these benefits, the Employee Share Option Plan
(ESOP) which provides benefits to employees.
4 3
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA The cost of these equity-settled transactions with employees is measured by reference to the fair
value at the date at which they were granted. The fair value is determined using the Black Scholes
option pricing model.
The cost of equity-settled transactions is recognised as an expense in the consolidated statement
of profit or loss and other comprehensive income, together with a corresponding increase in the
share option reserve, when the options are issued. However, where options have vesting terms
attached, the cost of the transaction is amortised over the vesting period.
Upon the exercise of options, the balance of share-based payments reserve relating to those
options is transferred to issued capital.
(p) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of
ordinary shares and share options which vest immediately are recognised as a deduction from
equity, net of any tax effects.
(q) Earnings per share
The Group presents basic and diluted earnings per share information for its ordinary shares.
Basic earnings per share is calculated by dividing the profit attributable to members of the Group
by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share adjusts the 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 additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
In accordance with AASB 133 ‘Earnings per Share’, as potential ordinary shares may only result in
a situation where their conversion results in an increase in loss per share or decrease in profit per
share from continuing operations, no dilutive effect has been taken into account in 2022 and 2023.
(r) Critical accounting estimates and judgments
The preparation of financial reports requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Except as described below, in preparing this report, the significant judgements made by
management in applying the Group’s accounting policies and the key sources of estimation
uncertainty were the same as those applied to the consolidated financial report for the year ended
30 June 2023.
Key estimates of impairment of assets
The Group assesses impairment at each reporting date by evaluating conditions specific to
the Group that may lead to an impairment of assets. Where an impairment trigger exists, the
recoverable amount of the asset is determined.
(s) Investment in associate and joint venture
An associate is an entity over which the Group has significant influence. Significant influence is
the power to participate in the financial and operational policy decisions of the investee, but is not
control or joint control over those policies.
4 4
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA A joint venture is a type of joint agreement whereby the parties that have joint control of the
arrangement have rights to the net assets of the joint venture. Joint control is the contractually
agreed sharing of control of an arrangement, which exists only when decisions about the relevant
activities require the unanimous consent of the parties sharing control.
The considerations made in determining significant influence or joint control are similar to those
necessary to determine control over subsidiaries. The Group’s investment in its associate and joint
venture are accounted for using the equity method.
Under the equity method, the investment in an associate or joint venture is initially recognised at
cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share
of the net assets of the associate or joint venture since the acquisition date. Goodwill relating
to the associate or joint venture is included in the carrying amount of the investment and is not
tested for impairment separately.
The Statement of profit or loss reflects the Group’s share of the results of operations of the
associate or joint venture. Any change in OCI of those investees is presented as part of the Group’s
OCI. In addition, when there has been a change recognised directly in the equity of the associate
or joint venture, the Group recognises its share of any changes, when applicable, in the statement
of changes in equity. Unrealised gains or losses resulting from transactions between the Group and
associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.
The aggregate of the Group’s share of the profit or loss of an associate and a joint venture is shown
on the face of the statement of profit or loss outside operating profit and represents profit or loss
after tax and non-controlling interest in the subsidiaries of the associate or joint venture.
The financial statements of the associate or joint venture are prepared for the same reporting
period as the Group. When necessary, adjustments are made to bring to account policies in line
with those of the Group.
(t) New accounting standards and interpretations
New accounting standards issued but not yet effective and not adopted early by the group
There are a number of standards, amendments to standards, and interpretations which have been
issued by the IASB that are effective in future accounting periods that the group has decided
not to adopt early. The Group has reviewed and assessed that none of these new accounting
standards, used but not yet effective, are expected to have material impact on the Group.
4 5
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA 2. Revenue And Expenses
4 6
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Papyrus Australia Ltd
ABN 63 110 868 409
Notes to the Financial Statements
Papyrus Australia Ltd
Papyrus Australia Ltd
For the year ended 30 June 2023
ABN 63 110 868 409
3. Income Tax Expense
ABN 63 110 868 409
3 INCOME TAX EXPENSE
Notes to the Financial Statements
Notes to the Financial Statements
The major components of tax expense (income) comprise:
For the year ended 30 June 2023
The major components of tax expense (income) comprise:
For the year ended 30 June 2023
3 INCOME TAX EXPENSE
3 INCOME TAX EXPENSE
Consolidated Group
30 June
2023
$
30 June
2022
$
The major components of tax expense (income) comprise:
The major components of tax expense (income) comprise:
Income tax expense
Consolidated Group
Consolidated Group
30 June
30 June
A reconciliation between tax expense and the product of accounting Loss before income tax
A reconciliation between tax expense and the product of accounting Loss before income tax multiplied by the Group’s applicable
2022
2022
multiplied by the Group’s applicable one tax
one tax
$
$
-
-
30 June
30 June
2023
2023
$
$
-
-
Income tax expense
Income tax expense
Loss before income tax
(1,176,771)
(1,503,598)
-
-
A reconciliation between tax expense and the product of accounting Loss before income tax multiplied by the Group’s applicable
A reconciliation between tax expense and the product of accounting Loss before income tax multiplied by the Group’s applicable
At the Group's income tax rate of (2022:25%)
one tax
one tax
Share-based payments expensed during the year
(375,900)
(294,193)
24,421
11,275
Expenditure not allowable for income tax purposes
Loss before income tax
Loss before income tax
Tax losses not recognized due to not meeting recognition criteria
5,385
(1,503,598)
(1,503,598)
359,240
83
(1,176,771)
(1,176,771)
269,689
At the Group's income tax rate of (2022:25%)
At the Group's income tax rate of (2022:25%)
Share-based payments expensed during the year
Share-based payments expensed during the year
The Group has tax losses arising in Australia of $14,205,264 (2022: $13,846,024)
The Group has tax losses arising in Australia of $14,205,264 (2022: $13,846,024)
Expenditure not allowable for income tax purposes
Expenditure not allowable for income tax purposes
Tax losses not recognized due to not meeting recognition criteria
Tax losses not recognized due to not meeting recognition criteria
No deferred tax asset has been recognised because it is not likely future assessable income is
No deferred tax asset has been recognized because it is not likely future assessable income is derived of a nature and of an
amount sufficient to enable the benefit to be realized.
derived of a nature and of an amount sufficient to enable the benefit to be realised.
(375,900)
(375,900)
11,275
11,275
5,385
5,385
359,240
359,240
(294,193)
(294,193)
24,421
24,421
83
83
269,689
269,689
-
-
-
-
-
-
4. Earnings Per Share
4 EARNINGS PER SHARE
The Group has tax losses arising in Australia of $14,205,264 (2022: $13,846,024)
The Group has tax losses arising in Australia of $14,205,264 (2022: $13,846,024)
No deferred tax asset has been recognized because it is not likely future assessable income is derived of a nature and of an
Basic earnings per share amounts are calculated by dividing net loss for the year attributable to ordinary equity holders of the
No deferred tax asset has been recognized because it is not likely future assessable income is derived of a nature and of an
Basic earnings per share amounts are calculated by dividing net loss for the year attributable
amount sufficient to enable the benefit to be realized.
Group by the weighted average number of ordinary shares outstanding during the year.
amount sufficient to enable the benefit to be realized.
to ordinary equity holders of the Group by the weighted average number of ordinary shares
outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net loss attributable to ordinary equity holders of the Group by
4 EARNINGS PER SHARE
4 EARNINGS PER SHARE
the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary
Diluted earnings per share amounts are calculated by dividing the net loss attributable to ordinary
shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
Basic earnings per share amounts are calculated by dividing net loss for the year attributable to ordinary equity holders of the
Basic earnings per share amounts are calculated by dividing net loss for the year attributable to ordinary equity holders of the
equity holders of the Group by the weighted average number of ordinary shares outstanding
Group by the weighted average number of ordinary shares outstanding during the year.
Group by the weighted average number of ordinary shares outstanding during the year.
In accordance with AASB 133 ‘Earnings per Share’, as potential ordinary shares may only result in a situation where their
during the year plus the weighted average number of ordinary shares that would be issued on the
conversion results in an increase in loss per share or decrease in profit per share from continuing operations, no dilutive effect
conversion of all the dilutive potential ordinary shares into ordinary shares.
Diluted earnings per share amounts are calculated by dividing the net loss attributable to ordinary equity holders of the Group by
has been taken into account in 2023 or 2022.
Diluted earnings per share amounts are calculated by dividing the net loss attributable to ordinary equity holders of the Group by
the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary
the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary
In accordance with AASB 133 ‘Earnings per Share’, as potential ordinary shares may only result in
shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share computations:
a situation where their conversion results in an increase in loss per share or decrease in profit per
In accordance with AASB 133 ‘Earnings per Share’, as potential ordinary shares may only result in a situation where their
share from continuing operations, no dilutive effect has been taken into account in 2023 or 2022.
In accordance with AASB 133 ‘Earnings per Share’, as potential ordinary shares may only result in a situation where their
(a) Reconciliation of earnings to profit or loss from continuing operations
conversion results in an increase in loss per share or decrease in profit per share from continuing operations, no dilutive effect
conversion results in an increase in loss per share or decrease in profit per share from continuing operations, no dilutive effect
has been taken into account in 2023 or 2022.
has been taken into account in 2023 or 2022.
The following reflects the income and share data used in the basic and diluted earnings per share
Net loss attributable to ordinary equity holders of the parent
(1,176,771)
computations:
The following reflects the income and share data used in the basic and diluted earnings per share computations:
The following reflects the income and share data used in the basic and diluted earnings per share computations:
(b) Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS
(a) Reconciliation of earnings to profit or loss from continuing operations
(a) Reconciliation of earnings to profit or loss from continuing operations
(a) Reconciliation of earnings to profit or loss from continuing operations
Weighted average number of ordinary shares for basic earnings per share
Net loss attributable to ordinary equity holders of the parent
Effect of dilution
Net loss attributable to ordinary equity holders of the parent
Share options
(b) Weighted average number of ordinary shares outstanding during the year used in
(b) Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS
Weighted average number of ordinary shares adjusted for the effect of dilution
(b) Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS
(1,503,598)
(1,503,598)
(1,176,771)
(1,176,771)
473,079,388
438,836,237
438,836,237
473,079,388
(1,503,598)
calculating basic EPS
-
-
Weighted average number of ordinary shares for basic earnings per share
Weighted average number of ordinary shares for basic earnings per share
Effect of dilution
Effect of dilution
Share options
Share options
Weighted average number of ordinary shares adjusted for the effect of dilution
Weighted average number of ordinary shares adjusted for the effect of dilution
35
473,079,388
473,079,388
438,836,237
438,836,237
-
-
473,079,388
473,079,388
-
-
438,836,237
438,836,237
4 7
35
35
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA
5. Cash And Cash Equivalents
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Short-term deposits are made for varying periods of between one day and six months, depending
on the immediate cash requirements of the Group, and earn interest at the respective short-term
deposit rates.
(a) Reconciliation of cash
Cash and cash equivalents reported in the consolidated statement of cash flows are reconciled to
the equivalent items in the consolidated statement of financial position as follows:
6. Trade And Other Receivables
Other Receivable represent receivable from Papyrus Egypt, a joint venture company that the
Group accounts for using equity method. No expected credit losses were recognised for the
receivable for the year ended 30 June 2023 (2022: Nil) as there did not note a significant increase
in credit risk. This amount is interest free and repayable on demand.
7. Prepayments
4 8
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Papyrus Australia Ltd
Papyrus Australia Ltd
Papyrus Australia Ltd
ABN 63 110 868 409
ABN 63 110 868 409
ABN 63 110 868 409
Notes to the Financial Statements
Notes to the Financial Statements
Notes to the Financial Statements
For the year ended 30 June 2023
For the year ended 30 June 2023
For the year ended 30 June 2023
8 PLANT AND EQUIPMENT
8 PLANT AND EQUIPMENT
8 PLANT AND EQUIPMENT
8. Plant And Equipment
PLANT AND EQUIPMENT
PLANT AND EQUIPMENT
PLANT AND EQUIPMENT
Plant and equipment at cost
Plant and equipment at cost
Plant and equipment at cost
Accumulated depreciation and impairment
Accumulated depreciation and impairment
Accumulated depreciation and impairment
(a) Movements in carrying amounts of plant and equipment
(a) Movements in carrying amounts of plant and equipment
(a) Movements in carrying amounts of plant and equipment
Consolidated Group
Consolidated Group
Consolidated Group
30 June
30 June
2023
2023
$
30 June
2022
$
30 June
30 June
2022
2022
$
$
30 June
2023
$
$
3,844
3,844
3,844
(1,564)
(1,564)
2,280
2,280
2,280
(1,564)
3,172
3,172
3,172
(212)
(212)
(212)
2,960
2,960
2,960
Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current and
Movement in the carrying amounts for each class of plant and equipment between the beginning
Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current and
Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current and
previous financial years:
previous financial years:
previous financial years:
and the end of the current and previous financial years:
Consolidated
Consolidated
Consolidated
Year ended 30 June 2023
Year ended 30 June 2023
Year ended 30 June 2023
Balance at the beginning of year
Balance at the beginning of year
Balance at the beginning of year
Additions
Additions
Additions
Depreciation expense
Depreciation expense
Depreciation expense
Balance at the end of the year
Balance at the end of the year
Balance at the end of the year
9 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
9. Investments Accounted For Using The Equity Method
9 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
9 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Name
Name
Name
Classification
Classification
Classification
Place of
Place of
Place of
Business /
Business /
Business /
Incorporation
Incorporation
Incorporation
Proportion of Ordinary Share
Proportion of Ordinary Share
Proportion of Ordinary Share
Interests/ Participating
Interests/ Participating
Interests/ Participating
Shares
Shares
Shares
Measurement
Measurement
Measurement
Method
Method
Method
Plant and
Plant and
Plant and
Equipment
Equipment
Equipment
$
$
$
2,960
2,960
672
2,960
672
672
(1,352)
(1,352)
(1,352)
2,280
2,280
2,280
Carrying amount
Carrying amount
Carrying amount
2023
2023
2023
2022
2022
2022
2023
2023
2023
2022
2022
2022
1,052,242
-
-
-
50%
50%
50%
50%
39.22%
689,856
39.22%
39.22%
39.22%
689,856
689,856
1,052,242
1,052,242
50%
50%
Equity method
Sohag, Egypt
Sohag, Egypt
Equity method
Equity method
Equity method
Equity method
Equity method
39.22%
39.22%
associate
associate
associate
Sohag, Egypt
Sohag, Egypt
Sohag, Egypt
Sohag, Egypt
Joint Venture
Joint Venture
Joint Venture
Egyptian Banana
Egyptian Banana
Egyptian Banana
Fibre Company
Fibre Company
Fibre Company
Papyrus Egypt
Papyrus Egypt
Papyrus Egypt
As a result of the relinquishment of its entitlement to licensing fees and royalties, the Group acquired 39.22% equity in Egyptian
As a result of the relinquishment of its entitlement to licensing fees and royalties, the Group acquired 39.22% equity in Egyptian
As a result of the relinquishment of its entitlement to licensing fees and royalties, the Group
Banana Fibre Company for a total consideration of $1,052,242, which resulted in an indirect interest in Papyrus Egypt by 19.66%.
As a result of the relinquishment of its entitlement to licensing fees and royalties, the Group acquired 39.22% equity in Egyptian
Banana Fibre Company for a total consideration of $1,052,242, which resulted in an indirect interest in Papyrus Egypt by 19.66%.
No further acquisition was made during the year with regard to shareholding in Egyptian Banana Fibre Company. The goodwill
Banana Fibre Company for a total consideration of $1,052,242, which resulted in an indirect interest in Papyrus Egypt by 19.66%.
acquired 39.22% equity in Egyptian Banana Fibre Company for a total consideration of $1,052,242,
No further acquisition was made during the year with regard to shareholding in Egyptian Banana Fibre Company. The goodwill
balance relating to these transactions were included in the carrying amount of the investment.
No further acquisition was made during the year with regard to shareholding in Egyptian Banana Fibre Company. The goodwill
which resulted in an indirect interest in Papyrus Egypt by 19.66%. No further acquisition was made
balance relating to these transactions were included in the carrying amount of the investment.
balance relating to these transactions were included in the carrying amount of the investment.
As a result of the above transaction, Papyrus Egypt is a joint arrangement that is structured as an incorporated entity (company)
during the year with regard to shareholding in Egyptian Banana Fibre Company. The goodwill
with two principal members, Papyrus Australia Limited and Egyptian Banana Fibre Company. The primary purpose of the
As a result of the above transaction, Papyrus Egypt is a joint arrangement that is structured as an incorporated entity (company)
As a result of the above transaction, Papyrus Egypt is a joint arrangement that is structured as an incorporated entity (company)
balance relating to these transactions was included in the carrying amount of the investment.
company is to operate the factory in Sohag, Egypt with Papyrus technology and explore Egypt and the Middle East market. The
with two principal members, Papyrus Australia Limited and Egyptian Banana Fibre Company. The primary purpose of the
with two principal members, Papyrus Australia Limited and Egyptian Banana Fibre Company. The primary purpose of the
Group's intention is to acquire further shareholding in Egyptian Banana Fibre Company in the future to gain control over Papyrus
company is to operate the factory in Sohag, Egypt with Papyrus technology and explore Egypt and the Middle East market. The
company is to operate the factory in Sohag, Egypt with Papyrus technology and explore Egypt and the Middle East market. The
Egypt. The Group has 50% economic interest in Papyrus Egypt and 50% of the voting rights in relation to the joint venture.
As a result of the above transaction, Papyrus Egypt is a joint arrangement that is structured as
Group's intention is to acquire further shareholding in Egyptian Banana Fibre Company in the future to gain control over Papyrus
Group's intention is to acquire further shareholding in Egyptian Banana Fibre Company in the future to gain control over Papyrus
in April 2023, Papyrus Australia Ltd announced a proposal to consolidate with Papyrus Egypt, which is subject to an independent
Egypt. The Group has 50% economic interest in Papyrus Egypt and 50% of the voting rights in relation to the joint venture.
Egypt. The Group has 50% economic interest in Papyrus Egypt and 50% of the voting rights in relation to the joint venture.
an incorporated entity (company) with two principal members, Papyrus Australia Limited and
valuation by BDO Egypt which is expected to be received in the first quarter of FY2024. The outcome of the proposed consolidation
in April 2023, Papyrus Australia Ltd announced a proposal to consolidate with Papyrus Egypt, which is subject to an independent
in April 2023, Papyrus Australia Ltd announced a proposal to consolidate with Papyrus Egypt, which is subject to an independent
Egyptian Banana Fibre Company. The primary purpose of the company is to operate the factory in
will be presented for PPY shareholder approval at an EGM.
valuation by BDO Egypt which is expected to be received in the first quarter of FY2024. The outcome of the proposed consolidation
valuation by BDO Egypt which is expected to be received in the first quarter of FY2024. The outcome of the proposed consolidation
will be presented for PPY shareholder approval at an EGM.
Sohag, Egypt with Papyrus technology and explore Egypt and the Middle East market. The Group’s
will be presented for PPY shareholder approval at an EGM.
The Group has joint control, of Papyrus Egypt with the other party sharing the joint control being Egyptian Banana Fibre
intention is to acquire further shareholding in Egyptian Banana Fibre Company in the future to
Company. As a result, Papyrus Egypt has been accounted for using the equity method in accordance with AASB 128
The Group has joint control, of Papyrus Egypt with the other party sharing the joint control being Egyptian Banana Fibre
The Group has joint control, of Papyrus Egypt with the other party sharing the joint control being Egyptian Banana Fibre
Investments in Associates and Joint Ventures.
gain control over Papyrus Egypt. The Group has 50% economic interest in Papyrus Egypt and 50%
Company. As a result, Papyrus Egypt has been accounted for using the equity method in accordance with AASB 128
Company. As a result, Papyrus Egypt has been accounted for using the equity method in accordance with AASB 128
Investments in Associates and Joint Ventures.
Investments in Associates and Joint Ventures.
of the voting rights in relation to the joint venture.
-
-
-
In April 2023, Papyrus Australia Ltd announced a proposal to consolidate with Papyrus Egypt,
which is subject to an independent valuation by BDO Egypt; it is expected to be received in the
first quarter of FY2024. The outcome of the proposed consolidation will be presented for PPY
shareholder approval at an EGM.
37
37
37
The Group has joint control of Papyrus Egypt with the other party sharing the joint control being
Egyptian Banana Fibre Company. As a result, Papyrus Egypt has been accounted for using the
equity method in accordance with AASB 128 Investments in Associates and Joint Ventures.
4 9
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Papyrus Australia Ltd
ABN 63 110 868 409
Notes to the Financial Statements
Investments Accounted For Using The Equity Method (Continued)
For the year ended 30 June 2023
9 INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (Continued)
Summarised Financial Position
Consolidated Group
30 June
2023
$
9,682
154,737
936,985
1,076,997
-
30 June
2022
$
96,028
196,046
1,646,995
1,035,195
-
396,377
884,039
50.00%
19.61%
69.61%
275,918
76,215
25,339
(520,595)
-
(520,595)
-
(520,595)
50.00%
19.61%
69.61%
615,379
186,684
91,116
(355,317)
-
(355,317)
-
(355,317)
50.00%
19.61%
69.61%
50.00%
19.61%
69.61%
(362,386)
(247,336)
1,052,242
1,299,578
-
-
-
-
(362,386)
689,856
(247,336)
1,052,242
Cash and cash equivalents
Total current assets
Total non-current assets
Total current liabilities
Total non-current liabilities
Net assets
Group's share (%)
Direct shareholding
Indirect shareholding
Total shareholding
Group share of joint venture's net assets
Revenue
Depreciation
(Loss) for the year before income tax
Income tax expense
(Loss) for the year
Other comprehensive income
Total comprehensive income
Group's share (%)
Direct shareholding
Indirect shareholding
Total shareholding
Group share of joint venture's net assets
Reconciliation to Carrying Amounts
Investment at beginning of the year
Investments during the year
Excess of the entity's shares of net fair value of investee's identifiable assets and liabilities at
transaction date
Share of the JV for the year
Closing carrying amount of investment
5 0
38
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA 10. Trade And Other Payables
(a) Trade payables
Trade payables are non-interest bearing and normally settled on 60-day terms.
Information regarding the risks associated with current payables is set out in Note 18.
(b) Sundry payables and accrued expenses
Within Sundry payables and accrued expenses, $40,867 relates to accrued interest on the loan
provided by Talisker (SA) Pty Ltd , an entity associated with Mr Ramy Azer, repayable from future
revenues or proceeds from future equity raisings, subject to not materially prejudicing the ability
of the Company to repay its creditors.
11. Issued Capital
On 5 January 2023, the Company announced that it had raised $300,000 via a private placement of
5,454,546 ordinary fully paid shares at a price of $0.055 per share to sophisticated investors, and
the Company announced the conversion was completed.
On 9 June 2023, the Company announced that it had raised $400,000 via a private placement of
14,285,714 ordinary fully paid shares at a price of $0.028 per share to sophisticated investors, and
the Company announced the conversion was completed.
5 1
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA The holders of ordinary shares are entitled to participate in dividends (in the event when a
dividend is declared) and the proceeds on winding up of the Group. Via a poll at meetings of the
Group, each holder of ordinary shares has one vote per share held in person.
The Group does not have authorised capital or par value in respect of its shares.
In the event of winding up the Company, ordinary shareholders rank after all creditors and are fully
entitled to any net proceeds of liquidation.
(b) Capital Management
The Group manages its capital to ensure that entities in the Group will be able to continue as a
going concern while maximizing the return to stakeholders.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to
equity holders of the parent, comprising issued capital, reserves and accumulated losses.
Proceeds from share issues are used to maintain and expand the Group’s plant and equipment
requirements, research and development activities and fund operating costs.
12. Reserves
(a) Share option reserve
This reserve is used to record the value of equity benefits provided to employees and directors as
part of their remuneration.
Refer to Note 14 for further details of these plans. There were 250,000 share-based options issued
to employees or directors that vested during the current year.
(b) Unlisted options
No unlisted options were issued at a price during the current year (2022: 20,000,000 unlisted
options at a price of $0.0005 per option).
5 2
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA 13. Reconciliation Of Net Loss After Tax To Net Cash
Flows From Operations
14. Share Based Payments
Employee Share Option Plan
The Group established the Papyrus Australia Ltd Employee Share Option Plan and a summary of
the Rules of the Plan are set out below:
• All employees (full and part time) will be eligible to participate in the Plan.
• Options are granted under the Plan at the discretion of the Board and if permitted by the Board,
may be issued to an employee’s nominee.
•
If, prior to the expiry date of options, a person ceases to be an employee of the Group for any
reason other than retirement at age 60 or more (or such earlier age as the Board permits),
permanent disability, redundancy or death, the options held by that person (or that person’s
nominee) automatically lapse on the first to occur of a) the expiry of the period of 30 days from
the date of such occurrence, and b) the expiry date. If a person dies, the options held by that
person will be exercisable by that person’s legal personal representative.
• Options can’t be transferred other than to the legal personal representative of a deceased option
holder.
• The Company will not apply for official quotation of any options issued under the plan.
• Option holders may only participate in new issues of securities by first exercising their options.
The Board may amend the Plan Rules subject to the requirements of the Listing Rules.
5 3
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Papyrus Australia Ltd
Papyrus Australia Ltd
ABN 63 110 868 409
ABN 63 110 868 409
Notes to the Financial Statements
Notes to the Financial Statements
For the year ended 30 June 2023
For the year ended 30 June 2023
14 SHARE BASED PAYMENTS
14 SHARE BASED PAYMENTS
Employee Share Option Plan
Employee Share Option Plan
out below:
out below:
The Group established the Papyrus Australia Ltd Employee Share Option Plan and a summary of the Rules of the Plan are set
The Group established the Papyrus Australia Ltd Employee Share Option Plan and a summary of the Rules of the Plan are set
All employees (full and part time) will be eligible to participate in the Plan.
All employees (full and part time) will be eligible to participate in the Plan.
Options are granted under the Plan at the discretion of the Board and if permitted by the Board, may be issued to an
Options are granted under the Plan at the discretion of the Board and if permitted by the Board, may be issued to an
employee's nominee.
employee's nominee.
If, prior to the expiry date of options, a person ceases to be an employee of the Group for any reason other than retirement
If, prior to the expiry date of options, a person ceases to be an employee of the Group for any reason other than retirement
at age 60 or more (or such earlier age as the Board permits), permanent disability, redundancy or death, the options held by
at age 60 or more (or such earlier age as the Board permits), permanent disability, redundancy or death, the options held by
that person (or that person's nominee) automatically lapse on the first to occur of a) the expiry of the period of 30 days from
that person (or that person's nominee) automatically lapse on the first to occur of a) the expiry of the period of 30 days from
the date of such occurrence, and b) the expiry date. If a person dies, the options held by that person will be exercisable by
the date of such occurrence, and b) the expiry date. If a person dies, the options held by that person will be exercisable by
that person's legal personal representative.
that person's legal personal representative.
Options can’t be transferred other than to the legal personal representative of a deceased option holder.
Options can’t be transferred other than to the legal personal representative of a deceased option holder.
The Company will not apply for official quotation of any options issued under the plan.
The Company will not apply for official quotation of any options issued under the plan.
Option holders may only participate in new issues of securities by first exercising their options.
Option holders may only participate in new issues of securities by first exercising their options.
The Board may amend the Plan Rules subject to the requirements of the Listing Rules
The Board may amend the Plan Rules subject to the requirements of the Listing Rules
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) and
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) and movements in share options
The following table illustrates the number (No.) and weighted average exercise prices (WAEP) and movements in share options
movements in share options issued during the year:
issued during the year:
issued during the year:
A summary of the Group options issued is as follows:
A summary of the Group options issued is as follows:
A summary of the Group options issued is as follows:
2023
2023
Exercise
Exercise
price WAEP
price WAEP
Start of the
Start of the
year No.
year No.
Granted
Granted
during the
during the
year
year
No.
No.
Exercised
Exercised
during the
during the
year
year
No.
No.
Expired
Expired
during the
during the
year
year
No.
No.
Balance at
Balance at
the end of
the end of
the year No.
the year No.
Vested and
exercisable
Vested and
exercisable
at the end
at the end
of the year
of the year
0.05
0.05
0.20
0.20
0.40
0.40
0.10
0.10
0.06
0.06
0.06
0.06
0.03
0.03
0.03
0.03
750,000
750,000
250,000
250,000
250,000
250,000
5,250,000
5,250,000
20,000,000
20,000,000
-
-
-
-
-
-
26,500,000
26,500,000
-
-
-
-
-
-
-
-
-
-
2,272,273
2,272,273
14,285,714
14,285,714
25,000,000
25,000,000
41,557,987
41,557,987
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
750,000
750,000
-
-
-
-
5,000,000
5,000,000
20,000,000
20,000,000
-
-
-
-
-
-
-
-
25,750,000
25,750,000
No.
No.
-
-
250,000
250,000
250,000
250,000
250,000
250,000
-
-
-
-
250,000
250,000
250,000
250,000
250,000
250,000
-
-
2,272,273
2,272,273
14,285,714
14,285,714
2,272,273
2,272,273
14,285,714
14,285,714
25,000,000
25,000,000
42,307,987
42,307,987
25,000,000
25,000,000
42,307,987
42,307,987
2022
2022
Exercise
Exercise
price WAEP
price WAEP
Start of the
Start of the
year No.
year No.
Granted
Granted
during the
during the
year
year
No.
No.
Exercised
Exercised
during the
during the
year
year
No.
No.
Expired
Expired
during the
during the
year
year
No.
No.
Balance at
Balance at
the end of
the end of
the year No.
the year No.
Vested and
exercisable
Vested and
exercisable
at the end
at the end
of the year
of the year
0.05
0.05
0.015
0.015
750,000
750,000
41,666,667
41,666,667
Papyrus Australia Ltd
250,000
250,000
ABN 63 110 868 409
250,000
250,000
0.20
0.20
0.40
0.40
-
-
-
-
-
-
-
-
Notes to the Financial Statements
-
-
-
-
42,916,667
42,916,667
5,250,000
5,250,000
20,000,000
20,000,000
25,250,000
25,250,000
For the year ended 30 June 2023
0.10
0.10
0.06
0.06
-
-
(41,666,667)
(41,666,667)
750,000
-
750,000
-
-
-
-
-
No.
No.
-
-
-
-
-
-
-
-
-
-
(41,666,667)
(41,666,667)
-
-
-
-
-
-
-
-
-
-
250,000
250,000
250,000
250,000
250,000
250,000
-
-
5,250,000
20,000,000
5,250,000
20,000,000
5,250,000
20,000,000
5,250,000
20,000,000
750,000
750,000
25,750,000
25,750,000
25,500,000
25,500,000
14 SHARE BASED PAYMENTS (Continued)
The weighted average remaining contractual life of options outstanding at year end was 1.42 years (2022:1.99 years).
41
41
The range of weighted average exercise prices for options outstanding at the end of the year was $0.032 (2022: $0.158)
The weighted average remaining contractual life of options outstanding at year end was 1.42 years (2022:1.99 years).
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the
The range of weighted average exercise prices for options outstanding at the end of the year was $0.032 (2022: $0.158)
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant
grant date, are as follows, noting that none of the grants this year fell within the scope of AASB 2 Share Based Payments:
date, are as follows, noting that none of the grants this year fell within the scope of AASB 2 Share Based Payments:
Grant date
Expiry date
5/01/2023
9/06/2023
28/6/2023
5/01/2024
9/06/2025
28/09/2023
Share price at
grant date
$0.050
$0.028
$0.028
Exercise
price
$0.06
$0.03
$0.03
Expected
volatility
114.9%
148.9%
148.9%
Risk-free rate
2%
5%
5%
Fair value at
grant date
$0.013
$0.020
$0.017
15. Contingencies And Commitments
15 CONTINGENCIES AND COMMITMENTS
In the opinion of the Directors, the Group did not have any commitment or contingencies at 30
In the opinion of the Directors, the Group did not have any commitment or contingencies at 30 June 2023 (2022: nil).
June 2023 (2022: nil).
16 REMUNERATION OF AUDITORS
During the financial year the following fees paid or payable for services provided by the Group’s auditors and their network firms:
5 4
BDO Audit Pty Ltd
Fee for the review of the financial report as at 31 December 2022
Fee for the audit and review of the financial report
Total remuneration of auditors
No non - audit services have been provided.
Consolidated Group
30 June
2023
$
19,000
45,100
64,100
30 June
2022
$
17,000
50,000
67,000
42
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA 16. Remuneration Of Auditors
During the financial year the following fees were paid or payable for services provided by the
Group’s auditors and their network firms:
Papyrus Australia Ltd
ABN 63 110 868 409
Notes to the Financial Statements
For the year ended 30 June 2023
17. Interest In Controlled Entities And Joint Ventures
17 INTEREST IN CONTROLLED ENTITIES AND JOINT VENTURES
Name of entity
Parent entity
Papyrus Australia Ltd (a)
Subsidiaries
Papyrus Technology Pty Ltd (b)
PPY Manufacturing Pty Ltd (b)
Australian Advanced Manufacturing Centre Pty Ltd (b)
Joint Venture
Papyrus Egypt LLC
Associate
Egypt Banana Fiber Company
Principal place of
business / country
of incorporation
Ownership Interest
2023
%
2022
%
Australia
Australia
Australia
Australia
Egypt
100
100
100
50
100
100
100
50
Egypt
39.22%
39.22%
*The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries.
*The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries.
a. Papyrus Australia Ltd is the head entity within the tax-consolidated group.
a. Papyrus Australia Ltd is the head entity within the tax-consolidated group.
b. These companies are members of the tax-consolidated group.
b.These companies are members of the tax-consolidated group.
5 5
43
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA 18. Financial Risk Management
Categories of financial instruments
The totals for each category of financial instruments, measured in accordance with the Accounting
Standards as detailed in the accounting policies to these financial statements, are as follows:
Credit risk
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting
in a financial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counter parties as a means of
mitigating the risk of financial loss from activities.
The Group does not have any significant credit risk exposure to any single counter party or any
Group of counter parties having similar characteristics. The credit risk on liquid funds is limited
because the counter parties are banks with high credit-ratings assigned by international credit-
rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any
allowances for losses, represents the Group’s maximum exposure to credit risk.
Market risk
(i) Cash flow interest rate sensitivity
The Group is exposed to interest rate risk as it holds some bank deposits at floating rates.
The Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing.
Longer-term deposits are therefore usually at fixed rates. At the reporting date, the Group is
exposed to changes in market interest rates through its short-term bank deposits, which are
subject to variable interest rates.
(ii) Financial instrument composition and maturity analysis
The Group is not materially exposed to any effects on changes in interest rates. The Group has no
borrowings outstanding as at the reporting date 30 June 2023 (2022: nil). Trade payables are often
settled within a 30 day credit term and classified as current liabilities.
5 6
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and
principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty
in meeting its financial obligations as they fall due.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, whom
have built an appropriate liquidity risk management framework for the management of the
Group’s short, medium and long-term funding and liquidity management requirements. The Group
manages liquidity risk by maintaining adequate reserves.
19. Related Parties
(a) Transactions with related parties
Transactions between related parties are on normal commercial terms and conditions no more
favorable than those available to other parties unless otherwise stated.
The following transactions occurred with related parties:
Talisker (SA) Pty Ltd (“Talisker”), an entity associated with Mr Ramy Azer, in 2012 entered into an
agreement with the Company to provide a draw down facility of $250,000. The unsecured loan
during the year represents the draw down from the facility as at 2023: $0 (2022: $0). The loan is
unsecured and repayable from future revenues or proceeds from future equity raisings, subject to
not materially prejudicing the ability of the Company to repay its creditors. The interest bearing is
at the rate of interest payable by the National Australia Bank Limited on ‘Usaver savings accounts’
or, ’12month term deposits’ (whichever is greater) plus one percent (1%) and is considered payable
at the time the loan is repaid.
As at 30 June 2023, the accrued interest of $40,867 associated with the loan historically is still
outstanding. The interest was agreed between the parties to be paid only when the group makes
sufficient profit. This interest portion was presented in the financial statement of the Group
within the ‘Trade and other payables’ - a current liability as disclosed at note 10(b).
Furthermore, included in Sundry payables and accrued expense was $2,035 payable to Mr V.
Rigano, a Non-Executive Director. The payable was short-term in nature and no interest is payable
and is related to reimbursement of expenses.
On 1 November 2021, the Company entered into a services deed with Chikarovski and Associates
to provide services with a remuneration of $30,000 per annum. The deed had no fixed term and
may be terminated by either party with 30 days’ notice in writing. This deed expired following the
resignation of Ms Kerry Chikarovski on 25 November 2022.
On the 29 July 2022, the Company entered into a services deed with Mr Pascal Gouel through
CC&C Pty Ltd to provide services with a remuneration of $50,000 per annum. The deed had no
fixed term and may be terminated by either party with 30 days’ notice in writing.
(b) Interests of key management personnel (KMP)
Any person(s) having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including any director (whether executive or
otherwise) of that entity are considered key management personnel.
5 7
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA For details of Key Management Personnel’s interests in shares and options of the Company, refer to Key
Management Personnel disclosures in the Remuneration Report contained in the Directors’ Report.
The following individuals are classified as key management personnel in accordance with AASB
124 ‘Related Party Disclosures’.
Mr Edward Byrt - Chairman
Mr Ramy Azer - Managing Director (retired 19 May 2023)
Mr David Attias - Non-Executive Director
Ms Kerry Chikarovski - Executive Director (resigned 25 November 2022)
Mr Vincent Peter Rigano -Non-Executive Director and Company Secretary
Mr Pascal Gouel – Executive Director – International Business Development
Papyrus Australia Ltd
Mr Daniel Schmidt – Chief Executive Officer
ABN 63 110 868 409
Mr Peter Rostig – Manager Engineering (resigned 30 June 2023)
Notes to the Financial Statements
20. Key Management Personnel Disclosures
For the year ended 30 June 2023
20 KEY MANAGEMENT PERSONNEL DISCLOSURES
Totals of remuneration paid
Totals of remuneration paid
Key management personnel remuneration included within employee expenses for the year is
shown below:
Key management personnel remuneration included within employee expenses for the year is shown below:
Short
term employee benefits
Post-employment benefits
‑
Share based payments
Total remuneration paid to key management personnel
30 June
2023
$
340,000
35,683
-
375,683
30 June
2022
$
149,949
13,302
13,155
176,406
During the year until the retirement 19 May 2023, The Group had a service contract with Ramy Azer (an Incorporated Egyptian Entity
During the year until retirement on 19 May 2023, The Group had a service contract with Ramy Azer
BRN164294) controlled by Mr Azer, the Managing Director and $221,102 has been remunerated to him in accordance with the
(an Incorporated Egyptian Entity BRN164294) controlled by Mr Azer, the Managing Director and
contract which expired following his retirement on 19 May 2023 (2022: $250,000). This was included in consultancy expense in the
profit or loss.
$221,102 has been remunerated to him in accordance with the contract which expired following
his retirement on 19 May 2023 (2022: $250,000). This was included in consultancy expense in the
During the year until resignation on 25 November 2022, the Group had a service deed with Chikarovski and Associates, an entity
controlled by Ms Kerry Chkarovski, a Director of the Group, and a payment of $12,500 has been paid to this entity under the service
profit or loss.
deed (2022: $20,000).
During the year until resignation on 25 November 2022, the Group had a service deed with
The audited remuneration report contained in the Directors' Report contains details of the remuneration paid or payable to each
Chikarovski and Associates, an entity controlled by Ms Kerry Chkarovski, a Director of the Group,
member of the Group's key management personnel for the year ended 30 June2023.
and a payment of $12,500 has been paid to this entity under the service deed (2022: $20,000).
On 29 July 2022, the Company entered into a services deed with CC&C Pty Ltd for consultancy services rendered by Mr Pascal
Gouel as Company Director, with a remuneration of $50,000 per annum (2022: nil). The deed has no fixed term and may be
The audited remuneration report contained in the Directors’ Report contains details of the
terminated by either party with 30 days' notice in writing
remuneration paid or payable to each member of the Group’s key management personnel for the
Other key management personnel transactions
year ended 30 June 2023.
For details of other transactions with key management personnel, refer to Note 19: Related Parties.
On 29 July 2022, the Company entered into a services deed with CC&C Pty Ltd for consultancy
services rendered by Mr Pascal Gouel as Company Director, with a remuneration of $50,000 per
annum (2022: nil). The deed has no fixed term and may be terminated by either party with 30 days’
notice in writing.
Other key management personnel transactions
For details of other transactions with key management personnel, refer to Note 19: Related
Parties.
5 8
46
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA 21. Parent Entity
The following information has been extracted from the books and records of the parent, Papyrus
Australia Ltd and has been prepared in accordance with Accounting Standards.
The financial information for the parent entity, Papyrus Australia Ltd has been prepared on the
same basis as the consolidated financial statements except as disclosed below.
Investments in subsidiaries, associates and joint ventures
Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the
financial statements of the parent entity. Dividends received from associates are recognised in the
parent entity profit or loss, rather than being deducted from the carrying amount of these investments.
Contingent liabilities
Contingent liabilities of the parent entity have been incorporated into the Group information in
Note 15. The contingent liabilities of the parent are consistent with that of the Group.
Contractual commitments
There are no contractual commitments of the parent entity at 30 June 2023 (30 June 2022: nil).
22. Matters Subsequent To The End Of The Financial Year
There have been no significant matters subsequent to the end of the financial year.
5 9
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA Directors’ Declaration
The directors of the Group declare that:
1. the financial statements and notes for the year ended 30 June 2023 are in accordance with
the Corporations Act 2001 and:
a. comply with Australian Accounting Standards, which, as stated in accounting policy
Note 1 to the financial statements, constitutes explicit and unreserved compliance with
International Financial Reporting Standards (IFRS); and
b. give a true and fair view of the financial position and performance of the consolidated
group;
2. the acting Chief Executive Officer and Company Secretary have given the declarations
required by Section 295A that:
a. the financial records of the Group for the financial year have been properly maintained
in accordance with section 286 of the Corporations Act 2001;
b. the financial statements and notes for the financial year comply with the Accounting
Standards; and
c. the financial statements and notes for the financial year give a true and fair view.
3. In the directors’ opinion, there are reasonable grounds to believe that the Group will be able
to pay its debts as and when they become due and payable with the continuing support of
creditors.
This declaration is made in accordance with a resolution of the Board of Directors.
Edward Byrt
Chairman
29th September 2023
6 0
Papyrus Australia Ltd ABN 63 110 868 409 Directors’ Report 30 June 2023 DIRECTORS’ MEETINGS The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows: Members acting on the audit committee of the Board are: Vincent Rigano Non-executive director Edward Byrt Non-executive director David Attias Non-executive director Ramy Azer Managing director (retired 19 May 2022) PROCEEDINGS ON BEHALF OF THE COMPANY The Group was not a party to any proceedings during the year. NON-AUDIT SERVICES BDO Audit Pty Ltd, in its capacity as auditor for Papyrus Australia Ltd, has not provided any non-audit services throughout the reporting period. In February 2023, BDO Services commenced application for the Research and Development Tax Incentive (R&DTI) Tax offset for Papyrus Australia Ltd. In April 2023, BDO Services Egypt was engaged to prepare an independent valuation of Papyrus Egypt. AUDITOR’S INDEPENDENCE DECLARATION The auditor’s independence declaration for the year ended 30 June 2023 as required under section 307C of the Corporations Act 2001 has been received and can be found on page 21. Signed in accordance with a resolution of the directors. Edward Byrt Chairman 29th September 2023 20 Directors' Meetings Audit Committee Number of meetings held 22 2 Number of meetings attended: Number eligible to attend Number attended Mr Edward Byrt 22 22 2 2 Mr Ramy Azer (retired 19 May 2023) 16 12 0 0 Mr David Attias 22 20 2 2 Mrs Kerry Chikarovski (resigned 25 November 2022) Mr Vincent Rigano 22 22 2 2 Mr Pascal Gouel 22 20 - - Number attended Number eligible to attend 5 5 PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA 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
Report on the Audit of the Financial Report
TO THE MEMBERS OF PAPYRUS AUSTRALIA LIMITED
Independent Audit
Report
Opinion
We have audited the financial report of Papyrus Australia Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial 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 2023 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report which describes the events and/or conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s
ability to continue as a going concern and therefore the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this
matter.
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.
6 1
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Investment accounted for using the equity method
KEY AUDIT MATTER
HOW THE MATTER WAS ADDRESSED IN OUR AUDIT
As disclosed in Note 9, the Group has a
Our audit procedures to address the matter included, amongst others:
total direct and indirect interest in
Papyrus Egypt of 69.61%.
This is a key audit matter because of
• Reviewing investment and shareholder documents.
• Confirming the Group’s interest in each investee entity.
the significant management judgement
• Evaluating the Group’s accounting for its investments for
involved in the assessment of whether
consistency with Australian Accounting Standards, including the
the Group has control over Papyrus
appropriateness of the equity accounting method.
Egypt and the consequential
accounting implications.
• Assessing the appropriateness and accuracy of the disclosures to the
financial statements in accordance with the applicable Accounting
Standards.
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 2023, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
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.
6 2
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 16 to 19 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of Papyrus Australia Limited, for the year ended 30 June 2023,
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
Andrew Tickle
Director
Adelaide, 29 September 2023
6 3
PAPYRUS AUSTRALIAPAPYRUS AUSTRALIA
ASX Additional Information
ASX Additional Information
ASX Additional Information
Additional information required by the Australian Stock Exchange Limited and not shown elsewhere in
the report follows. The information is current as at 6 October 2023.
Additional information required by the Australian Stock
Exchange Limited and not shown elsewhere in the report
Additional information required by the Australian Stock Exchange Limited and not shown elsewhere in
the report follows. The information is current as at 6 October 2023.
Distribution of equity securities
follows.The information is current as at 6 October 2023.
Ordinary share capital
Distribution of equity securities
492,567,593 Fully paid ordinary shares are held by 1,868 individual shareholders.
•
Ordinary share capital
All issued ordinary shares carry one vote per shares.
•
Options
Distribution of equity securities
492,567,593 Fully paid ordinary shares are held by 1,868 individual shareholders.
All issued ordinary shares carry one vote per shares.
• 67,712,987 Options are held by 21 individual option holders.
Ordinary share capital
• 492,567,593 Fully paid ordinary shares are held by 1,868 individual shareholders.
Options
All issued ordinary shares carry one vote per shares.
• 67,712,987 Options are held by 21 individual option holders.
The number of shareholders, by size of holding, in each class are:
Options
67,712,987 Options are held by 21 individual option holders.
The number of shareholders, by size of holding, in each class are:
Fully Paid
•
109
1-1,000
The number of shareholders, by size of holding, in each class are:
1,001 - 5000
246
270
5,001 – 10,000
926
10,001 – 100,000
Fully Paid
317
100,001 and over
1-1,000
109
246
1,001 - 5000
1,868
270
5,001 – 10,000
926
10,001 – 100,000
Holding less than a marketable parcel
965
317
100,001 and over
1,868
Unquoted Options
0
0
0
5
Unquoted Options
16
0
0
21
0
5
0
16
21
Holding less than a marketable parcel
965
0
Substantial shareholders
Substantial shareholders
Substantial shareholders
Ordinary shareholders
Ordinary shareholders
CERTANE CT PTY LTD
BIJO (SA) PTY LTD
MR RAMY AZER
RONDELLE PTY LTD
UNION PACIFIC EQUITIES PTY LTD
CERTANE CT PTY LTD
BIJO (SA) PTY LTD
MR RAMY AZER
RONDELLE PTY LTD
UNION PACIFIC EQUITIES PTY LTD
Fully paid
Number
Percentage
Fully paid
Percentage
Number
75,645,600
30,756,400
30,137,489
28,289,770
24,700,000
75,645,600
30,756,400
189,529,259
30,137,489
28,289,770
24,700,000
189,529,259
15.36
6.24
6.12
5.74
5.01
15.36
6.24
38.47
6.12
5.74
5.01
38.47
6 4
52
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PAPYRUS AUSTRALIA
ASX Additional Information
cont.
ASX Additional Information
Twenty largest holders of quoted equity securities
Twenty largest holders of quoted equity securities
Fully Paid Ordinary Shares
Number Percentage
CERTANE CT PTY LTD
BIJO (SA) PTY LTD
MR RAMY AZER
RONDELLE PTY LTD
UNION PACIFIC EQUITIES PTY LTD
STROUD NOMINEES PTY LTD
MRS MARGARET FAY FULLER
V P RIGANO & CO PTY LTD
MR KARIM MOHAMED HAMDOUH ABBAS
MR STEVO HINIC
STROUD NOMINEES PTY LTD
MR EHAB AMIR NAKHLA HENNES
MR ANTHONY RICHARD LEWIS
BPE INVESTMENTS PTY LTD
MR PAUL LAPERE
MR CON TSAKALIS
MR DAVID ROBERT WOODWARD
BNP PARIBAS NOMS PTY LTD
MR MARIO ALDO ZANDEL + MISS DEIRDRIE ANNE BLOOMFIELD
MR DJORDE BELOSEVIC
75,645,600
30,756,400
30,137,489
28,289,770
24,700,000
16,456,061
12,198,864
11,625,445
11,125,000
9,910,091
8,785,768
7,115,712
6,697,359
6,042,006
6,009,751
5,400,000
5,248,000
5,101,730
3,425,500
3,259,812
15.36
6.24
6.12
5.74
5.01
3.34
2.48
2.36
2.26
2.01
1.78
1.44
1.36
1.23
1.22
1.10
1.07
1.04
0.70
0.66
307,930,358
62.52
6 5
P A P Y R U S A U S T R A L I A
53
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