Sensera Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
ABN:
Reporting period:
Previous period:
Sensera Limited
73 613 509 041
For the year ended 30 June 2021
For the year ended 30 June 2020
2. Results for announcement to the market
Revenues from ordinary** activities
down
39% to
2,951,429
Loss from ordinary** activities after tax
reduced by
32% to
(4,474,795)
Loss for the year
reduced by
46% to
(4,465,014)
US$
** Ordinary activities also indicates continuing activities
Explanatory comments
Refer to the review of operations contained in the attached Annual Report.
3. Net tangible assets
Net tangible assets per ordinary security
4. Changes in controlled entities
Reporting
Previous
period
period
US Cents
US Cents
(0.44)
(1.86)
On 6 October 2020, the Group completed the sale of its wholly owned subsidiary nanotron Technologies GmbH.
Further details are set out in the attached Annual Report (refer to Note 7 Discontinued Operations to the Financial
Statements)
There were no other changes during the year.
5. Other information required by Listing Rule 4.3A
a. Details of individual and total dividends or distributions and dividend or distribution
payments:
b. Details of any dividend or distribution reinvestment plans:
c. Details of associates and joint venture entities:
d. Other information:
6. Audit qualification or review
N/A
N/A
N/A
N/A
The Financial Statements have been audited and an unqualified opinion has been issued. The Auditor’s report contains a
paragraph addressing a material uncertainty related to going concern.
7. Statement of comprehensive income together with notes to the statement
Please refer to the Audited Financial Statements contained in the attached Annual Report.
(Version 13 4E)
Sensera Limited
Appendix 4E
Preliminary final report
8. Statement of financial position together with notes to the statement
Please refer to the Audited Financial Statements contained in the attached Annual Report.
9. Statement of cash flows together with notes to the statement
Please refer to the Audited Financial Statements contained in the attached Annual Report.
10. Statement of changes in equity
Please refer to the Audited Financial Statements contained in the attached Annual Report.
(Version 13 4E)
Sensera Limited
ABN 73 613 509 041
Annual Report - 30 June 2021
Sensera Limited
Corporate directory
30 June 2021
Directors
Mr Camillo Martino - Non-Executive Chairman
Mr Ralph Schmitt - Managing Director
Mr Jonathan Tooth - Non-Executive Director
Mr Simon Peeke - Non-Executive Director
Company secretary
Mr Mark Pryn
Registered office & principal place
of
business
Share register
Auditor
Solicitors
Bankers
C/- Baudin Consulting Pty Ltd
Level 14, 440 Collins Street
Melbourne VIC 3000
Boardroom Pty Limited
Grosvenor Place
Level 12, 225 George Street
Sydney NSW 2000
+61 (0)2 9290 9600
Grant Thornton Audit Pty Ltd
Level 18, 145 Ann Street
Brisbane QLD 4000
+61 (0)7 3222 0200
McCullough Robertson
Level 11, Central Plaza Two, 66 Eagle Street
Brisbane QLD 4000 Australia
: +61 (0)7 3233 8888
National Australia Bank
330 Collins Street
Melbourne VIC 3000
Stock exchange listing
Sensera Limited shares are listed on the Australian Securities Exchange (ASX code:
SE1)
Website
www.sensera.com
1
Sensera Limited
Review of operations
30 June 2021
Review of Operations
Results
Revenue from contracts with customers
Gross profit
Gross profit margin
Operating expenses
Underlying EBIT** (loss)
- other income / gains and losses
- on-going finance costs
- non recurring finance costs
- impairment of goodwill (nanotron)
- discontinued operations (nanotron)
- income tax (expense) / benefit
FY2021
US$m
2.95
FY2020
US$m
4.81
Change
%
(39%)
(48%)
19%
(5%)
1.31
44%
(4.61)
(3.30)
(0.11)
(0.17)
(0.89)
-
0.01
-
2.54
53%
(5.67)
(3.13)
0.76
(0.85)
(1.56)
(1.89)
(1.76)
0.10
Statutory loss after income tax
(4.46)
(8.33)
** EBIT is Earnings Before Interest and Tax
Group performance
In October 2020 Sensera sold its IOT Solution subsidiary, nanotron Technolgies GmbH to Inpixon for US$8.7m and the
proceeds were used to retire all outstanding debts and to provide additional working capital for the Group. The divestiture of
the business allowed Sensera to focus on its primary business of MicroDevices (US subsidiary) sensor development and
production using MEMS based technology.
Nanotron’s FY20 operating losses totalling US$1.76m were subsequently reclassified as discontinued operations in the year
and underlying EBIT (loss) represents a like for like comparison of the MicroDevices business for the year.
The Group recorded revenue of US$2.95m, a 39% reduction on FY20. Over the past year Sensera has transitioned from
being focused on R&D customer projects that produced NRE revenue to production development work with the aim of
providing consistent revenue from component manufacturing for commercialized product technologies. However during the
year a number of customer’s businesses were impacted by COVID and Sensera’s progress to breakeven has been hampered
by product issues and variability in demand by key customer Abiomed; delays to the expected launch of products by Nova
Biomedical; the cancelation of the work from Didi; and significant decline in normal R&D work by earlier stage customers.
The lower revenue base also affected gross margins which fell from 53% to 44% due primarily to greater absorption of fixed
costs from underutilization in manufacturing. Gross profit reduced to $US1.31m compared to US$2.54m in FY20.
Operating expenses reduced by US$1.06m (19%) to US$4.61m, reflecting the Group’s on-going focus on right-sizing the
corporate cost base. Overall, the underlying EBIT loss was $US3.30m, 5% higher than the FY20 result despite a 39% reduction
of revenue.
The statutory net loss after income tax was reduced to US$4.46m from FY20 loss of $US8.33m. The FY20 result includes
debt refinancing charges of US$1.56m and goodwill impairment charges of US$1.89m and as mentioned above, nanotron’s
losses were reclassified as discontinuing operations.
The FY21 result includes non-recurring finance charges of US$0.89m following the application of nanotron sale proceeds to
extinguish debt facilities. Other income / gains and losses include a loss on the remeasurement of share warrant financial
liabilities US$0.95m compared to a FY20 gain of US$0.36m and the first tranche of US Payroll Protection Program (PPP)
funding of US$0.62m received during FY20 was recognised as income. During the year the Group received a second tranche
of PPP funding of $US0.62m which will not be recognised as revenue until the Group can determine a view on the satisfaction
of PPP loan forgiveness conditions.
2
Sensera Limited
Review of operations
30 June 2021
Balance Sheet
On 31 May 2021, 17.0m shares were issued upon the conversion of 17.0m shares warrants with an exercise price of A$0.03
each. The transaction resulted in an increase in share capital of US$1.12m comprising cash proceeds of US$0.40m and a
reduction in the share warrant financial liabilities of US$0.72m.
Cash balances at the end of the reporting period were US$0.79m compared to US$1.40m at the end of the previous reporting
period. Net cash used in operating activities was reduced to US$1.58m versus US$3.07m in FY20. Proceeds from sale of
nanotron was the major contributor to net cash inflows from investing activities of US$7.83m. Net cash used in financing
activities was US$6.88m versus. an inflow of US$3.84m in FY20. The financing activities comprised of US$0.40 proceeds
from share issues, US$0.71m payment of largely non-recurring finance costs, $5.75m paid to extinguish debt facilities and
US$0.82m lease liability principal payments.
Outlook
While some of the impacts of COVID in the business environment are still uncertain, the Company has seen increased trend
in spending and hiring by the mostly US customers to reinvigorate the projects using Sensera’s MEMs based sensors. The
Company has reinitiated a revenue growth trajectory since the 3rd quarter of FY21 and expects revenue growth during FY22.
The Company entered the year with confirmed production demand of more than US$4m and this is the strongest demand
the company has had entering any year. The Company has also continued to gain new customers for development work
(NRE) which will add to the overall expectation of revenue growth in the year.
3
Sensera Limited
Directors' report
30 June 2021
Your directors present their report on the consolidated entity consisting of Sensera Limited and the entities it controlled at
the end of, or during, the year ended 30 June 2021. Throughout the report, the consolidated entity is referred to as the Group,
Sensera or the Company.
Directors and Company Secretary
The following persons were Directors of Sensera Limited during the whole of the financial year and up to the date of this
report, unless otherwise stated:
Mr Camillo Martino, Non-Executive Director (appointed Board Chairman 20 October 2020)
Mr Ralph Schmitt, Managing Director & CEO (up to 22 February 2021), Executive Director (from 22 February 2021)
Mr Jonathan Tooth, Non-Executive Director
Mr Simon Peeke, Non-Executive Director (appointed 20 October 2020)
Mr Allan Brackin, Non-Executive Director & Board Chairman (resigned 20 October 2020)
Mr George Lauro, Non-Executive Director (resigned 20 October 2020)
Mr Mark Pryn is the Company Secretary.
Principal activities
Sensera Limited is an Internet of Things (IoT) sensor solution provider. The Company designs and manufactures
MicroElectroMechanical Systems (MEMS) and sensors for applications that improve the way things are done.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the Group after providing for income tax amounted to US$4,465,014 (30 June 2020: US$8,330,555).
Information on the operations and financial position of the Group and its business strategies and prospects is set out in the
review of operations and activities which precedes this directors' report.
Significant changes in the state of affairs
On 6 October 2020 the Company sold its wholly owned subsidiary, nanotron Technologies GmbH.
There were no other significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
On 6 August 2021, the Group announced the completion of a A$2.5m private placement (before costs) comprising
73,529,037 fully paid ordinary shares at A$0.034 each. Subject to shareholder approval, a total 55,146,786 options are to be
issued to the placement investors and the placement broker. The options have an exercise price of $0.085 and will expire
24 months from issue on or about 17 November 2023.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Other than the information disclosed in the review of operations and activities preceding this directors’ report, there are no
likely developments or details on the expected results of operations that the Group has not disclosed.
Environmental regulation
The Group is not affected by any significant environmental regulation in respect of its operations.
4
Sensera Limited
Directors' report
30 June 2021
Information on Directors
Name:
Title:
Experience and expertise:
Mr Camillo Martino
Non-Executive Director (appointed as Board Chair 20 October 2020)
Camillo has served as Non-Executive Director of Sensera Limited since 1 July 2018.
He is a board member and executive advisor to a number of other technology
companies. Mr. Martino is currently the Chairman of the Board at Magnachip
Semiconductor Corp (NYSE:MX) and has served on this board since August 2016. Mr.
Martino also serves on the board at multiple privatelyheld companies, including VVDN
Technologies and KeraCel.
Camillo was the CEO and Director of Silicon Image, Inc. until it was acquired by Lattice
Semiconductor in 2015. His semiconductor experience also includes the position of
COO at Zoran Corporation, and earlier in his career, he served at National
Semiconductor in four different countries including Japan and China over a nearly 14-
year period.
Other current directorships:
Former directorships (last 3 years): Kins Technology Group (Nasdaq: KINZ), since August 2020
Camillo holds a B. Applied Science from the University of Melbourne and a Graduate
Diploma in Digital Communication from Monash University, Australia.
Magnachip Semiconductor Corp (NYSE: MX), since August 2016.
Special responsibilities:
Name:
Title:
Experience and expertise:
MosChip Technologies Limited (BOM: 532407), resigned in May 2019, and
Cypress Semiconductor (NASADQ: CY), resigned in April 2020
Board Chair
Mr Ralph Schmitt
Managing Director & CEO (up to 22 February 2021), Executive Director (from 22
February 2021)
Ralph was previously an executive of Toshiba America Electronic Components, Inc.
(TAEC), where he led the development of cognitive computing software and systems.
Toshiba acquired OCZ Technology where Ralph was CEO and ran the wholly owned
subsidiary under Toshiba for multiple years. Prior to this Ralph was brought in to lead
the turn-arounds as CEO of multiple NASDAQ technology companies: Sipex, Exar
and PLX Technologies.
Prior to his appointment at Toshiba, Ralph built an extensive executive career including
EVP of Sales, Marketing and Business Development at Cypress Semiconductor
(NASDAQ: CY), where he oversaw the acquisition of multiple companies and managed
the company’s revenue growth to over US$1.4 billion.
In addition to his executive experience, Ralph has held multiple venture capital advisory
and board roles in the hardware and software sectors over the past two decades. He
holds a B. Science in Electrical Engineering from Rutgers University and is fluent in
German.
Other current directorships:
None
Former directorships (last 3 years): None
None
Special responsibilities:
5
Sensera Limited
Directors' report
30 June 2021
Name:
Title:
Experience and expertise:
Mr Jonathan Tooth
Non-Executive Director
Jonathan is an experienced director and provides strong corporate governance to the
board. He is also chair of the Group’s audit and risk committee. Mr Tooth is a director,
corporate at Henslow. He has over 25 years' experience in corporate finance, capital
raisings, placements and initial public offerings, corporate advice, and restructuring
specifically in the small to middle market.
Other current directorships:
Jonathan holds a B. Arts (Economics and Financial Studies) from Macquarie University.
Generation Development Group Limited (ASX: GDG), since 1 May 2012 and
Vita Life Sciences Limited (ASX: VLS), since 26 July 2012 up to 28 May 2021.
Former directorships (last 3 years): None
Special responsibilities:
Chair of the audit and risk committee
Member of the remuneration and nomination committee
Name:
Title:
Experience and expertise:
Mr Simon Peeke
Non-Executive Director (appointed 20 October 2020)
Simon has been working with Sensera since October 2019 in an investor relations
capacity and supporting the finance team. Based in Melbourne, Simon and has a strong
financial background coupled with over 20 years of operating experience both at CFO
and CEO levels. Earlier in his career he was the Regional Director of Metromedia
Technologies which revolutionised the outdoor advertising industry with patented
computer painting technology. He has been instrumental in several business
turnaround projects and has significant experience in merger and acquisition
transactions both acting as a buyer and seller. Simon founded his consulting business
in 2015 aimed at providing strategic financial and structuring advice for small cap and
privately owned businesses. He was a member of the CPA and received a Bachelor of
Business from Monash University.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Chair of remuneration and nomination committee (appointed 20 October 2020)
Member of the audit and risk committee (appointed 20 October 2020)
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
Mr Mark Pryn
Mark Pryn is a Chartered Accountant and a member of the Governance Institute Australia with over 25 years' corporate
experience in senior finance and governance roles, including 10 years as an ASX listed company secretary. Mark is now
principal of Baudin Consulting Pty Ltd, a firm focused on providing governance, financial and regulatory compliance services
to a broad client base. Mark has extensive board, governance and financial reporting experience within the corporate and
not for profit sectors.
6
Sensera Limited
Directors' report
30 June 2021
Meetings of Directors
The number of meetings of the Company's Board of Directors and of each Board committee held during the year ended 30
June 2021, and the number of meetings attended by each Director were:
Full Board
Attended
Held
Remuneration and
Nomination Committee
Attended
Held
Audit and Risk Committee
Attended
Held
Mr Camillo Martino
Mr Ralph Schmitt
Mr Jonathan Tooth
Mr Simon Peeke (appointed
20/10/20)
Mr Allan Brackin (resigned
20/10/20)
Mr George Lauro (resigned
20/10/20)
17
17
17
13
4
4
17
17
17
13
4
4
-
-
2
1
1
-
-
-
2
1
1
-
-
-
5
3
2
-
-
-
5
3
2
-
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant
committee.
Remuneration report (audited)
The directors present the Sensera Limited, 2021 remuneration report, outlining key aspects of our remuneration policy and
framework, and remuneration awarded this year.
(a) Key management personnel (KMP) covered in this report
(b) Remuneration policy and link to performance
(c) Elements of remuneration
(d) Link between remuneration and performance
(e) Details of remuneration
(f) Service agreements
(g) Share-based compensation
(h) Additional disclosures relating to key management personnel
(a) Key management personnel covered in this report
Non-executive and executive directors
Mr Camillo Martino, Non-Executive Director (appointed Chairman 20 October 2020)
Mr Ralph Schmitt, Managing Director & CEO (up to 22 February 2021), Executive Director (from 22 February 2021)
Mr Jonathan Tooth, Non-Executive Director
Mr Simon Peeke, Non-executive Director (appointed 20 October 2020)
Mr Allan Brackin, Independent Non-Executive Chairman (resigned 20 October 2020)
Mr George Lauro, Non-Executive Director (resigned 20 October 2020)
Other key management personnel
Mr David Garrison, Chief Financial Officer (CFO) (resigned 7 January 2021)
Mr Mark Pryn, Company Secretary & Chief Financial Officer (CFO) (appointed as CFO 7 January 2021)
Mr Tim Stucchi, Chief Operations Officer ( appointed 22 February 2021)
7
Sensera Limited
Directors' report
30 June 2021
(b) Remuneration policy and link to performance
Our remuneration and nomination committee is made up of non-executive directors, with executive participation by invitation.
The committee reviews and determines our remuneration annually to ensure it remains aligned to business needs, and meets
our remuneration principles. The committee may also engage external remuneration consultants to assist with this review.
In particular, the board aims to ensure that remuneration practices are:
competitive and reasonable, enabling the Group to attract and retain key talent,
aligned to the Group's strategic and business objectives and the creation of shareholder value,
transparent and easily understood, and
acceptable to shareholders.
Executives (executive directors and other key management personnel) *
Element
Performance metrics
Purpose
Potential value
Fixed remuneration
(FR)
Short term incentive
(STI)
Provide competitive market
salary including
superannuation and non-
monetary benefits
Reward for in-year
performance and retention
Long term incentive
(LTI)
Alignment to long-term
shareholder value
Nil
Positioned at the market rate
Total shareholder return,
financial and operational
outcomes
EBITDA, annual sales
2021 – Nil.**
Previously CEO: 100% of FR CFO:
35% of FR
2021 – Nil.**
Previously CEO: 3,000,000
milestones shares upon achieving
specified hurdles set out in section
(c) of this report.
The LTI programme is subject to
remuneration and nomination
committee review.
* The CFO and Company Secretary role is remunerated under contract with an external consulting firm. Further details are
provided below under the heading (f) service agreements.
** The CEO STI and LTI ceased on 22 February 2021, when the CEO’s role transitioned into an Executive Director role.
Non-executive directors
Element
Purpose
Fixed remuneration
(FR)
Short term incentive
(STI)
Long term incentive
(LTI) *
Provide competitive market
salary including
superannuation and non-
monetary benefits
N/a
Performance metrics
Potential value
Nil
Positioned at the market rate
N/a
N/a
N/a
N/a
N/a
8
Sensera Limited
Directors' report
30 June 2021
* In prior years options were granted to non-executive directors. The fair value of these options as at grant date is included
as share based payment remuneration over the vesting period.
Assessing performance
The remuneration and nomination committee is responsible for assessing performance against KPIs and determining the
STI and LTI to be paid. To assist in this assessment, the committee may elect to receive data from independently run surveys.
Performance is monitored in detailed quarterly operations reviews throughout the year and a formal extensive evaluation is
performed annually.
Share trading policy
Sensera Limited's securities trading policy applies to all directors and executives. See www.sensera.com and follow the link
to the 'board charter'. It only permits the purchase or sale of company securities during certain periods.
(c) Elements of remuneration
(i) Fixed annual remuneration (FR)
Key management personnel may receive their fixed remuneration as cash, or cash with non-monetary benefits such as
health insurance and car allowances. FR is reviewed annually, or on promotion. Historically, it has been benchmarked against
market data for comparable roles in companies in a similar industry and with similar market capitalization. The committee
aims to position executives at or near the median, with flexibility to take into account capability, experience, value to the
organization and performance of the individual.
(ii) Short-term incentives (STI)
Executive employees are eligible to receive a short-term incentive (STI) as part of their total remuneration if they achieve
certain performance indicators as set by the board. The STI can be paid either by cash, or a combination of cash and the
issue of equity in the company, at the determination of the remuneration and nomination committee and ultimately the board.
Previously, the Group's CEO and CFO were entitled to short-term incentives in the form of cash bonus up to 100% and 35%,
respectively of FR against agreed key performance indicators (KPIs). On an annual basis, KPIs were reviewed and agreed
in advance of each financial year and included total shareholder return, financial and operational outcomes. During the
reporting period, these incentives ceased to exist following the resignation of the CFO on 7 January 2021 and the transition
of the CEO role into an Executive Director role on 22 February 2021.
(iii) Long-term incentives (LTI)
Executives may also be provided with longer-term incentives through the Group's 'employee security ownership plan'
(ESOP), that was approved by shareholders at the annual general meeting held on 9 December 2020. The aim of the ESOP
is to allow executives to participate in, and benefit from, the growth of the Group as a result of their efforts and to assist in
motivating and retaining those key employees over the long-term. Continued service is the condition attached to the vesting
of the options. The board at its discretion determines the total number of options granted to each executive.
Prior to 22 February 2021, the CEO's remuneration package included the following milestone-based share-based payments
whereby the milestone must be achieved by 30 June 2021:
1,000,000 shares payable on achieving US$1 million EBITDA
1,000,000 shares payable on achieving US$2 million EBITDA
1,000,000 shares payable on achieving US$50 million in annual sales
These LTI’s ceased to exist on 22 February 2021, and were thereby forfeited, when the CEO’s role transitioned into an
Executive Director role.
Refer to the table on page 15 for details of options issued to the former CEO (now Executive Director) and the former CFO.
These options do not have milestone hurdles attached; however, option vesting is subject to the holder remaining in office
up to the vesting date. There are no other vesting conditions.
9
Sensera Limited
Directors' report
30 June 2021
(d) Link between remuneration and performance
Statutory performance indicators
We aim to align our executive remuneration to our strategic and business objectives and the creation of shareholder wealth.
The table below shows measures of the Group's financial performance for the last 5 years. However, these are not
necessarily consistent with the measures used in determining the variable amounts of remuneration to be awarded to KMPs.
As a consequence, there may not always be a direct correlation between the statutory key performance measures and the
variable remuneration awarded.
2021
2020
2019
2018
2017
Loss for the year attributable to owners (US$)
4,465,014
8,330,555
9,535,057
6,769,702
5,331,794
Basic loss per share (US$ cents)
Share price at year end (A$)
1.40
0.04
2.71
0.03
4.03
0.12
4.51
0.19
5.67
0.29
Principles used to determine the nature and amount of remuneration
Non-executive directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role.
ASX listing rules require the aggregate non-executive directors' remuneration (fee pool) to be determined periodically by a
general meeting. Since listing in 2016, the maximum aggregate non-executive director remuneration has been set at
a A$300,000 per annum. For the year ended 30 June 2021, fees paid to non-executive directors were A$83,336 being 28%
of the maximum fee pool.
Voting and comments made at the Company's 9 December 2020 Annual General Meeting ('AGM')
At the 2020 AGM, 97.60% of the votes received supported the adoption of the remuneration report for the year ended 30
June 2020. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
10
Sensera Limited
Directors' report
30 June 2021
(e) Details of remuneration
Amounts of remuneration
The following tables show details of the remuneration expense recognised for the Group's key management personnel for
the current and previous financial year measured in accordance with the requirements of the accounting standards.
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based payments
Options
Shares
2021
Cash salary
and fees
US$
Cash
bonus
US$
Non-
Super-
monetary annuation
US$
US$
Long
service
leave
US$
Equity-
settled
US$
Equity-
settled
US$
Total
US$
Non-Executive
Directors:
Mr Camillo
Martino
Mr Jonathan
Tooth
Mr Simon Peeke
Mr Allan Brackin
Mr George Lauro
Executive
Directors:
Mr Ralph Schmitt
- CEO *
Mr Ralph Schmitt
- Executive
director *
Other Key
Management
Personnel:
Mr David Garrison
Mr Mark Pryn **
Mr Tim Stucchi **
24,895
22,404
14,936
-
-
138,461
40,000
206,108
46,096
65,372
558,272
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,593
-
-
5,221
-
59,830
24,305
46,617
-
34,222
175,788
-
-
-
-
-
-
-
-
-
-
-
30,488
22,404
14,936
5,221
-
198,291
64,305
252,725
46,096
99,594
734,060
*
**
Managing Director & CEO (up to 22 February 2021), Executive Director (from 22 February 2021).
From date of KMP appointment.
For the year ended 30 June 2021, the board reset non-executive remuneration levels with effect from 1 November 2020,
the CFO resigned effective 6 January 2021 and the CEO transitioned to an executive director role effective 22 February
2021. For the year ended 30 June 2021, all available STI's were forfeited.
11
Sensera Limited
Directors' report
30 June 2021
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based payments
Options
Shares
2020
Cash salary
and fees
US$
Cash
bonus
US$
Non-
Super-
monetary annuation
US$
US$
Long
service
leave
US$
Equity-
settled
US$
Equity-
settled
US$
Total
US$
Non-Executive
Directors:
Mr Allan Brackin
Mr Jonathan
Tooth
Mr George Lauro
Mr Camillo
Martino
Mr Matthew
Morgan
Executive
Directors:
Mr Ralph Schmitt
Other Key
Management
Personnel:
Mr David Garrison
26,856
30,213
20,142
20,142
7,553
242,154
191,585
538,645
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
26,109
-
-
14,561
-
-
-
-
-
-
52,965
30,213
20,142
34,703
7,553
-
61,442
-
303,596
-
-
27,879
129,991
-
-
219,464
668,636
As a contribution towards organisational operating cost restructuring, for the year ended 30 June 2020, the non-executive
directors, executive director and certain other key management personnel agreed to be remunerated at lower levels than set
out in their respective service agreements. For the year ended 30 June 2020 all available STI's were forfeited.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Mr Camillo Martino
Mr Jonathan Tooth
Mr Simon Peeke
Mr Allan Brackin
Mr George Lauro
Executive Directors:
Mr Ralph Schmitt- CEO
Mr Ralph Schmitt- Executive
director
Other Key Management
Personnel:
Mr David Garrison
Mr Mark Pryn
Mr Tim Stucchi
Fixed remuneration
2020
2021
At risk - STI
At risk - LTI
2021
2020
2021
2020
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18%
-
-
100%
-
30%
38%
18%
-
18%
42%
-
-
49%
-
20%
-
13%
-
-
82%
100%
100%
-
-
70%
62%
82%
100%
82%
58%
100%
100%
51%
100%
80%
-
87%
-
-
12
Sensera Limited
Directors' report
30 June 2021
(f) Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. As
noted above, for the year ended 30 June 2021, the non-executive directors, executive director and other key management
personnel agreed to be remunerated at lower levels than set out in their respective service agreements. Details of these
agreements are as follows:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Mr Camillo Martino
Non-Executive Director (up to 20 October 2020), Independent Non-Executive
Chairman (from 20 October 2020)
Unspecified
Fixed remuneration: A$50,000 per annum including director fee, effective 1 November
2020.
Notice Period: Unspecified
Previously: Fixed remuneration: A$60,000 per annum including director and consulting
fees, effective 1 July 2018
Notice period: Unspecified
Mr Ralph Schmitt
Managing Director & CEO (up to 22 February 2021), Executive Director (from 22
February 2021)
Unspecified
Fixed remuneration: US$120,000 per annum including director fee, effective 22
February 2021.
Notice period: Unspecified
Previously: Fixed remuneration: US$300,000 per annum including director fee,
effective 6 November 2017.
Notice period: 30 days by either party
Mr Jonathan Tooth
Non-Executive Director
Unspecified
Fixed remuneration: A$30,000 per annum including director fees, effective 1 July 2020
Notice period: Unspecified
Mr Simon Peeke
Non-Executive Director (appointed 20 October 2020)
Unspecified
Fixed remuneration: A$30,000 per annum including director and consulting fees,
effective 1 November 2020
Notice period: Unspecified
Mr Allan Brackin
Independent Non-Executive Chairman (resigned 20 October 2020)
Unspecified
Fixed remuneration: A$80,000 per annum including director fee, effective 1 December
2018
Notice period: Unspecified
Mr George Lauro
Non-Executive Director (resigned 20 October 2020)
Unspecified
Fixed remuneration: A$60,000 per annum including director and consulting fees,
effective 1 December 2017
Notice Period: Unspecified
13
Sensera Limited
Directors' report
30 June 2021
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Name:
Title:
Term of agreement:
Details:
Mr David Garrison (resigned 7 January 2021)
Chief Financial Officer
Indefinite until terminated pursuant to termination clause
Fixed remuneration: US$210,000 per annum, effective 18 December 2017
Notice period: Unspecified
Mr Mark Pryn
Company Secretary (appointed 28 February 2020) and Chief Financial Officer
(appointed 7 January 2021)
Unspecified
Services provided pursuant to an engagement letter with Baudin Consulting Pty Ltd.
With effect from 11 March 2021 a base fee of A$96,000 applies.
Mr Tim Stucchi
Chief Operating Officer (COO) (appointed 22 February 2021)
Indefinite until terminated pursuant to termination clause.
Fixed remuneration: US$190,000 per annum, effective 1 March 2021. Notice period is
unspecified.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
(g) Share-based compensation
Issue of shares
There were no shares issued to Directors and other key management personnel as part of compensation during the year
ended 30 June 2021.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other key
management personnel in this financial year or future reporting years are as follows:
Name
Mr Ralph Schmitt
Mr Ralph Schmitt
Mr Ralph Schmitt
Mr Ralph Schmitt
Mr Ralph Schmitt
Mr Ralph Schmitt
Mr Ralph Schmitt
Mr Camillo Martino
Mr Camillo Martino
Mr Camillo Martino
Mr Tim Stucchi ***
Mr Tim Stucchi ***
Mr Tim Stucchi ***
Mr David Garrison *
Mr David Garrison *
Mr David Garrison *
Mr David Garrison *
Mr David Garrison *
Mr David Garrison *
Mr David Garrison *
Mr Allan Brackin **
Mr Allan Brackin **
Mr Allan Brackin **
Number of
options
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise
price
A$
Fair value per
option
at grant date
A$
750,000
750,000
750,000
750,000
1,333,334
1,333,333
1,333,333
250,000
250,000
250,000
666,667
666,667
666,666
375,000
375,000
375,000
375,000
500,000
500,000
500,000
333,333
333,333
333,334
30/11/2017
30/11/2017
30/11/2017
30/11/2017
24/09/2020
24/09/2020
24/09/2020
29/04/2019
29/04/2019
29/04/2019
24/09/2020
24/09/2020
24/09/2020
08/12/2017
08/12/2017
08/12/2017
08/12/2017
24/09/2020
24/09/2020
24/09/2020
29/04/2019
29/04/2019
29/04/2019
29/11/2022
29/11/2022
29/11/2022
29/11/2022
23/09/2025
23/09/2025
23/09/2025
02/07/2023
02/07/2023
02/07/2023
23/09/2025
23/09/2025
23/09/2025
08/03/2021
08/03/2021
08/03/2021
08/03/2021
23/10/2021
23/10/2021
07/01/2021
20/10/2020
20/10/2020
19/12/2020
06/11/2017
06/11/2018
06/11/2019
06/11/2020
24/09/2021
24/09/2022
24/09/2023
02/07/2019
02/07/2020
02/07/2021
24/09/2021
24/09/2022
24/09/2023
08/12/2017
08/12/2018
08/12/2019
08/12/2019
24/09/2020
24/09/2021
24/09/2022
1/12/2019
1/12/2020
1/12/2020
14
0.35
0.35
0.35
0.35
0.06
0.06
0.06
0.15
0.15
0.15
0.06
0.06
0.06
0.35
0.35
0.35
0.35
0.06
0.06
0.06
0.15
0.15
0.15
0.2328
0.2328
0.2328
0.2328
0.0491
0.0491
0.0491
0.0646
0.0646
0.0646
0.0491
0.0491
0.0491
0.1997
0.1997
0.1997
0.1997
0.0508
0.0508
0.0508
0.0675
0.0675
0.0675
Sensera Limited
Directors' report
30 June 2021
*
**
***
Resigned 7 January 2021 and allowed 60 days to exercise vested $0.35 options and expiry date set to 23 October 2021
for first two tranches of $0.06 options.
Resigned 20 October 2020.
Became a KMP effective 22 February 2021
Options granted carry no dividend or voting rights. Option vesting is subject to the holder remaining in office up to the vesting
date. There are no performance conditions due to the board determining that no performance conditions were required.
(h) Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key management
personnel of the Group, including their personally related parties, is set out below:
Balance at Received
as part of
the start of
the year
remuneration additions *
Other
Other
disposals **
Balance at
the end of
the year
Ordinary shares
Mr Camillo Martino
Mr Ralph Schmitt
Mr Jonathan Tooth
Mr Simon Peeke (appointed 20 October 2020)
Mr Allan Brackin (resigned 20 October 2020)
Mr George Lauro (resigned 20 October 2020)
Mr David Garrison (resigned 7 January 2021)
Mr Tim Stucchi (appointed as COO 22
February 2021)
772,727
3,009,228
11,798,714
-
1,984,091
915,755
1,515,691
-
19,996,206
-
-
-
-
-
-
-
-
-
-
-
-
76,693
-
-
-
772,727
-
-
3,009,228
- 11,798,714
76,693
-
-
(1,984,091)
-
(915,755)
-
(1,515,691)
1,773,124
1,849,817
1,773,124
(4,415,537) 17,430,486
-
*
**
Other additions relate to KMP holdings on the date they were appointed as a KMP.
Other disposals relate to KMP holdings on the date they ceased to be a KMP.
Option holding
The number of options over ordinary shares in the Company held during the financial year by each Director and other
members of key management personnel of the Group, including their personally related parties, is set out below:
Balance at Granted
the start of
the year
as
remuneration Exercised
Options over ordinary shares
Mr Camillo Martino
Mr Ralph Schmitt
Mr Allan Brackin (resigned 20 October 2020)
Mr David Garrison (resigned 7 January 2021)
Mr Tim Stucchi (appointed as COO 22
February 2021)
750,000
3,000,000
1,000,000
1,500,000
-
4,000,000
-
1,500,000
-
6,250,000
-
5,500,000
Expired/
forfeited/
Other *
Balance at
the end of
the year
-
-
-
-
-
-
-
-
(1,000,000)
(3,000,000)
750,000
7,000,000
-
-
2,000,000
(2,000,000)
2,000,000
9,750,000
*
Other changes incorporates changes resulting from the lapse/forfeiture of options or amounts held at the
commencement of becoming KMP.
Other transactions with key management personnel and their related parties
On 7 October 2020, the Group fully repaid a US$650,000 promissory note from a related entity of Director, Mr Jonathan
Tooth. The promissory note was taken out during the 2019 financial year with an interest rate of 11.75% per annum payable
quarterly.
This concludes the remuneration report, which has been audited.
15
Sensera Limited
Directors' report
30 June 2021
Shares under option and warrants
(i) Unissued ordinary shares of Sensera Limited under option at the date of this report are as follows:
Grant date
Expiry date
30 November 2017
29 April 2019
24 September 2020
24 September 2020
29 November 2022
3 July 2023
23 October 2021
23 September 2025
Exercise price Number
A$
under option
0.35
0.15
0.06
0.06
3,000,000
750,000
1,000,000
7,700,000
12,450,000
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the
Company or of any other body corporate.
(ii) Unissued ordinary shares of Sensera Limited subject to warrants at the date of this report are as follows:
Grant date
09/10/2019
25/11/2019
Expiry date
23/10/2023
24/11/2023
20/05/2020
19/05/2025
Exercise price A$
Number
0.18
0.18
Lower of $0.03 or the TERP of any
future capital raise
increase
shares on issue by more than 15%
to
29,755,556
5,800,000
34,200,000
69,755,556
Shares issued on the exercise of options and/or warrants
On 31 May 2021 17,000,000 fully paid ordinary shares were issued upon the exercise of 17,000,000 share warrants.
There were no other ordinary shares of Sensera Limited issued on the exercise of options or warrants during the year ended
30 June 2021 and up to the date of this report.
Insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the
Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
16
Sensera Limited
Directors' report
30 June 2021
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 33 to the financial statements.
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in note 33 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company,
acting as advocate for the Company or jointly sharing economic risks and rewards.
Officers of the Company who are former partners of Grant Thornton Audit Pty Ltd
There are no officers of the Company who are former partners of Grant Thornton Audit Pty Ltd.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this Directors' report.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Mr Ralph Schmitt
Executive Director
30 August 2021
17
Level 18
King George Central
145 Ann Street
Brisbane QLD 4000
Correspondence to:
GPO Box 1008
Brisbane QLD 4001
T +61 7 3222 0200
F +61 7 3222 0444
E info.qld@au.gt.com
W www.grantthornton.com.au
To the Directors of Sensera Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Sensera
Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
CDJ Smith
Partner
Audit & Assurance
Brisbane, 30 August 2021
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
Sensera Limited
Corporate Governance Statement
30 June 2021
Corporate Governance Statement
Sensera Limited and the board are committed to achieving and demonstrating the highest standards of corporate governance.
Sensera Limited has reviewed its corporate governance practices against the Corporate Governance Principles and
Recommendations (3rd edition) published by the ASX Corporate Governance Council.
The 2021 corporate governance statement is dated as at 30 August 2021 and reflects the corporate governance practices in
place throughout the 2021 financial year and up to the 30 August 2021. The 2021 corporate governance statement was approved
by the board on 30 August 2021. A description of the Group's current corporate governance practices is set out in the Group's
corporate governance statement which can be viewed at sensera.com.
19
Sensera Limited
Contents
30 June 2021
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Directors' declaration
Independent auditor's report to the members of Sensera Limited
Shareholder information
General information
21
23
24
25
26
64
65
69
These financial statements are consolidated financial statements for the Group consisting of Sensera Limited and its
subsidiaries. A list of subsidiaries is included in note 29 (Interests in other entities).
Sensera Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal
place of business is:
C/- Baudin Consulting Pty Ltd
Level 14, 440 Collins Street
Melbourne VIC 3000
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 30 August 2021. The
Directors have the power to amend and reissue the financial statements.
20
Sensera Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2021
Consolidated
Note
2021
US$
2020
US$
Revenue
Revenue from contracts with customers
Cost of sales
Gross profit
Other income
Gain/(loss) on remeasurement of warrant derivative
Other gains/(losses) - net
Fair value gain on refinanced secured loan
Gain on sale of subsidiary, net of tax
Total other income / gains and losses
Operation, overheads and administrative expenses
Research and development expenses
Selling and marketing expenses
Impairment of goodwill
Additional finance costs attributable to secured loan refinancing
Finance costs
Loss before income tax benefit from continuing operations
Income tax benefit
Loss after income tax benefit from continuing operations
Profit/(loss) after income tax expense from discontinued operations
Loss after income tax benefit for the year
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations - continuing operations
Exchange differences on translation of foreign operations - discontinuing operations
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Total comprehensive income for the year is attributable to:
Continuing operations
Discontinued operations
2
3
4
7
5
5
5
6
7
2,951,429
(1,642,845)
4,811,885
(2,269,162)
1,308,584
2,542,723
775,405
(952,402)
(179,017)
-
240,065
(115,949)
-
357,510
(42,158)
444,687
-
760,039
(4,604,194)
-
(2,426)
(4,606,620)
(5,320,747)
(66,098)
(287,822)
(5,674,667)
-
-
(1,060,810)
(1,886,061)
(1,555,742)
(855,201)
(4,474,795)
(6,668,909)
-
99,984
(4,474,795)
(6,568,925)
9,781
(1,761,630)
(4,465,014)
(8,330,555)
(687,112)
626,916
122,797
-
(60,196)
122,797
(4,525,210)
(8,207,758)
(5,162,147)
636,937
(6,446,128)
(1,761,630)
(4,525,210)
(8,207,758)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
21
Sensera Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2021
Loss per share from continuing operations
Loss per share
Diluted loss per share
Earnings per share for profit/(loss) from discontinued operations
Loss per share
Diluted loss per share
Loss per share
Loss per share
Diluted loss per share
US Cents
US Cents
35
35
35
35
35
35
(1.4)
(1.4)
-
-
(1.4)
(1.4)
(2.1)
(2.1)
(0.6)
(0.6)
(2.7)
(2.7)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
22
Sensera Limited
Consolidated statement of financial position
As at 30 June 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Current tax asset
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Employee benefit obligations
Provisions
Other liabilities - government
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Warrant liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets/(liabilities)
Equity
Issued capital
Reserves
Accumulated losses
Total equity/(deficiency)
Consolidated
Note
2021
US$
2020
US$
8
9
10
6
12
13
11
14
15
16
11
19
20
16
11
17
787,266
272,804
394,608
-
115,730
1,570,408
1,395,057
920,362
1,157,023
80,119
110,735
3,663,296
394,936
1,742,489
78,428
2,215,853
821,714
1,794,702
7,664,029
10,280,445
3,786,261
13,943,741
1,145,094
-
779,260
85,106
-
620,925
2,630,385
1,584,443
2,000,000
1,002,497
121,860
883,690
620,925
6,213,415
-
987,256
1,605,346
-
2,592,602
3,075,951
851,677
1,223,007
920,318
6,070,953
5,222,987
12,284,368
(1,436,726)
1,659,373
21
22
32,392,028
(243,356)
(33,585,398)
31,173,047
123,561
(29,637,235)
(1,436,726)
1,659,373
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
23
Sensera Limited
Consolidated statement of changes in equity
For the year ended 30 June 2021
Consolidated
Issued
capital
US$
Common
control
reserve
US$
Share-base
payments
reserves
US$
Foreign
currency
translation
reserve
US$
Accumulated
losses
US$
Total equity
US$
Balance at 1 July 2019
28,476,830
(1,208,466)
1,137,730
155,605
(21,556,062)
7,005,637
Loss after income tax benefit for
the year
Other comprehensive income
for the year, net of tax
Total comprehensive income for
the year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 21)
Share-based payments
(employees) (note 32)
Lapsed options
-
-
-
2,696,217
-
-
-
-
-
-
-
-
-
-
-
-
165,277
(249,382)
-
(8,330,555)
(8,330,555)
122,797
-
122,797
122,797
(8,330,555)
(8,207,758)
-
-
-
-
2,696,217
-
249,382
165,277
-
Balance at 30 June 2020
31,173,047
(1,208,466)
1,053,625
278,402
(29,637,235)
1,659,373
Consolidated
Issued
capital
US$
Common
control
reserve
US$
Share-base
payments
reserves
US$
Foreign
currency
translation
reserve
US$
Accumulated
losses
US$
Total
deficiency in
equity
US$
Balance at 1 July 2020
31,173,047
(1,208,466)
1,053,625
278,402
(29,637,235)
1,659,373
Loss after income tax expense
for the year
Other comprehensive income
for the year, net of tax
Total comprehensive income for
the year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 21)
Share-based payments
(employees) (note 32)
Lapsed options
-
-
-
1,218,981
-
-
-
-
-
-
-
-
-
-
-
-
210,130
(516,851)
-
(4,465,014)
(4,465,014)
(60,196)
-
(60,196)
(60,196)
(4,465,014)
(4,525,210)
-
-
-
-
1,218,981
-
516,851
210,130
-
Balance at 30 June 2021
32,392,028
(1,208,466)
746,904
218,206
(33,585,398)
(1,436,726)
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
24
Sensera Limited
Consolidated statement of cash flows
For the year ended 30 June 2021
Cash flows from operating activities
Receipts from customers and others
Payments to suppliers and employees
Government assistance - COVID-19
Consolidated
Note
2021
US$
2020
US$
4,260,187 12,387,097
(16,143,041)
(6,456,123)
(2,195,936)
620,925
(3,755,944)
687,072
Net cash used in operating activities
23
(1,575,011)
(3,068,872)
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangibles
Proceeds from disposal of subsidiary (net of cash disposed)
Proceeds from early settlement of receivable from disposal of subsidiary
Net cash from/(used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from borrowings
Share issue transaction costs
Interest and other finance costs paid
Repayment of borrowings
Principal payment for lease liability
Net cash from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
21
21
(77,694)
-
7,444,073
465,830
(68,110)
(136,859)
-
-
7,832,209
(204,969)
395,403
-
-
(711,100)
(5,745,269)
(819,023)
2,154,005
4,816,134
(137,135)
(408,086)
(1,956,226)
(629,930)
(6,879,989)
3,838,762
(622,791)
1,395,057
15,000
564,921
838,136
(8,000)
Cash and cash equivalents at the end of the financial year
8
787,266
1,395,057
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
25
27
27
28
29
29
30
31
33
33
34
34
36
36
37
38
39
39
41
41
42
42
43
44
45
45
48
48
48
49
49
49
50
51
52
52
53
54
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 1. Operating segments
Note 2. Revenue
Note 3. Other income
Note 4. Other gains/(losses) - net
Note 5. Expenses
Note 6. Income tax
Note 7. Discontinued operations
Note 8. Cash and cash equivalents
Note 9. Trade and other receivables
Note 10. Inventories
Note 11. Right-of-use assets and lease liabilities
Note 12. Other current assets
Note 13. Property, plant and equipment
Note 14. Intangible assets
Note 15. Trade and other payables
Note 16. Borrowings
Note 17. Warrant liabilities
Note 18. Recognised fair value measurements
Note 19. Provisions
Note 20. Other liabilities - government
Note 21. Issued capital
Note 22. Reserves
Note 23. Cash flow information
Note 24. Critical estimates and judgements
Note 25. Financial risk management
Note 26. Capital management
Note 27. Contingent liabilities
Note 28. Commitments
Note 29. Interests in other entities
Note 30. Events after the reporting period
Note 31. Related party transactions
Note 32. Share-based payments
Note 33. Remuneration of auditors
Note 34. Assets pledged as security
Note 35. Loss per share
Note 36. Parent entity information
Note 37. Summary of significant accounting policies
26
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 1. Operating segments
Description of segments and principal activities
Management has determined the operating segments based on reports reviewed by the full board and management that are
used to make strategic decisions, assess performance and determine the allocation of resources.
On 6 October 2020, the Group completed the disposal of nanotron Technologies GmbH and since that date the Group has
only one segment being the MicroDevices business based in Boston, United States.
Note 2. Revenue
(a) Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Timing of revenue recognition
Goods transferred at a point in time
Services transferred over time
(i) Information about major customers
Consolidated Consolidated
2021
US$
2020
US$
1,950,619
1,000,810
3,174,023
1,637,862
2,951,429
4,811,885
The Group had the following major customers with revenues amounting to 10 percent or more of total group revenues:
Customer A (MicroDevices)
Customer B (MicroDevices)
Consolidated Consolidated
2021
US$
2020
US$
1,933,792
369,000
3,307,000
NA
27
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 2. Revenue (continued)
(b) Accounting policies and significant judgments
(i) Sale of goods
Revenue from the sale of microelectromechanical systems (MEMS) and location awareness products are recognised at a
point in time. The performance obligation is satisfied when the customer has access and thus control of the product. This
occurs at the time of delivery of goods to the customer. Delivery occurs when the products have been shipped to the specific
location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted
the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective
evidence that all criteria for acceptance have been satisfied.
(ii) Services
Revenue from the provision of engineering services is recognised over time in the accounting period in which the services
are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting
period as a proportion of the total services to be provided, because the customer receives and uses the benefits
simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour hours.
Some contracts include multiple deliverables. In this case, the transaction price will be allocated to each performance
obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on
expected cost plus margin.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting
increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances
that give rise to the revision become known by management.
In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services
rendered by the Group exceed the payment, a contract asset is recognised. If the payments exceed the services rendered,
a contract liability is recognised.
If the contract includes an hourly fee, revenue is recognised in the amount to which the Group has a right to invoice.
Customers are invoiced on a monthly basis and consideration is payable when invoiced.
Critical judgments in allocating the transaction price
Revenue relating to the provision of services is recognised based on managements' best estimate of forecast final costs
required to complete the service and the forecast final margin. Management reviews these forecasts on a regular basis and
adjusts revenue recognised when there are material changes.
(iii) Financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services
to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the
transaction prices for the time value of money.
Note 3. Other income
Recognition of government assistance from US payroll protection program**
Other income
**Refer to note 20 (Other liabilities - government) for further details.
2
Consolidated
2021
US$
2020
US$
620,925
154,480
775,405
-
-
-
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 4. Other gains/(losses) - net
Foreign exchange gains/(loses)
Early settlement discount applied to purchaser holdback on subsidiary sale proceeds (refer
note 7 'Discontinued operations')
Other
Note 5. Expenses
Loss before income tax from continuing operations includes the following specific expenses:
Operation, overheads and administrative expenses
Accounting, audit, legal and taxation expenses
Depreciation and amortisation (i)
Employee benefits expense (ii)
Equipment lease and associated costs
Insurance expenses
Investor relation expenses
Occupancy costs
Other consulting expenses
Other expenses
Total operation, overheads and administrative expenses
Selling and marketing expenses
Employee benefits expense (ii)
Business development
Marketing consultants
Travel
Total selling and marketing expenses
(i) Depreciation and amortisation
Depreciation of property, plant and equipment
Depreciation of right of use assets
Amortisation of intangibles
Finance costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
Expenses incurred on early repayment of borrowings
Other
Finance costs expensed
29
Consolidated
2021
US$
2020
US$
9,393
(42,158)
(184,496)
(3,914)
-
-
(179,017)
(42,158)
Consolidated
2021
US$
2020
US$
380,345
1,010,493
1,881,836
164,053
80,078
-
269,347
341,859
476,183
390,219
898,137
2,412,357
158,564
61,735
42,108
630,088
175,242
552,297
4,604,194
5,320,747
-
-
-
2,426
149,248
3,797
3,832
130,946
2,426
287,823
116,117
889,622
4,754
108,710
783,485
5,942
1,010,493
898,137
187,644
170,422
702,145
599
739,205
113,765
-
2,231
1,060,810
855,201
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 5. Expenses (continued)
(ii) Employee benefits expense
Included in operation, overheads and administrative expenses
Included in selling and marketing expenses
Included in production of inventory
Total employee benefits expense
Note 6. Income tax
Income tax benefit
Decrease / (increase) in current tax asset
Other
Aggregate income tax benefit
Income tax benefit is attributable to:
Loss from continuing operations
Aggregate income tax benefit
Numerical reconciliation of income tax benefit and tax at the statutory rate
Loss before income tax benefit from continuing operations
Profit/(loss) before income tax expense from discontinued operations
Tax at the statutory tax rate of 26% (2020: 27.5%)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Net impact of amounts not deductible (taxable)
Difference in overseas tax rates
Tax losses and other timing differences for which no deferred tax asset is recognised
Income tax benefit
Consolidated
2021
US$
2020
US$
1,881,836
-
1,182,494
2,412,357
149,248
1,532,892
3,064,330
4,094,497
Consolidated
2021
US$
2020
US$
80,119
(80,119)
-
-
-
(80,119)
(19,865)
(99,984)
(99,984)
(99,984)
(4,474,795)
9,781
(6,668,909)
(1,761,630)
(4,465,014)
(8,430,539)
(1,160,904)
(2,318,398)
170,175
778,267
(990,729)
3,951
986,778
(1,540,131)
(79,238)
1,519,385
-
(99,984)
Consolidated
2021
US$
2020
US$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 25.0% (2020:27.5%)
20,156,301 26,286,360
5,039,075
7,228,749
30
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 6. Income tax (continued)
Current tax asset
Current tax asset
Note 7. Discontinued operations
Consolidated
2021
US$
2020
US$
-
80,119
Description
On 6 October 2020 the Company sold its wholly owned subsidiary, nanotron Technologies GmbH.
The transaction was an equity-based sale of the nanotron entity as well as individual assets of the IOT Solutions division
located in the United States.
Under the terms of the transaction, US$750,000 of sales proceeds were subject to 'holdback' terms to cover transaction
representations, warranties and completion clauses. During February 2021 the Group agreed to an early settlement of the
purchaser holdback for US$465,830 resulting in a loss of US$184,496.
Financial performance information
Revenue from contracts with customers
Cost of sales
Other income
Other gains/(losses) - net
Total other income
Operation, overheads and administrative expenses
Research and development expenses
Selling and marketing expenses
Restructuring expenses
Depreciation and amortisation expense
Finance costs
Total expenses
Profit/(loss) before income tax expense
Income tax expense
Profit/(loss) after income tax expense from discontinued operations
Consolidated
2021
US$
2020
US$
1,274,507
(405,584)
868,923
6,985,914
(3,861,480)
3,124,434
28,351
22,966
51,317
166,015
(31,512)
134,503
(832,028)
(40,851)
(6,532)
19,994
(44,391)
(6,651)
(910,459)
(2,285,747)
(127,980)
(1,321,746)
(1,217,555)
(65,349)
(2,190)
(5,020,567)
9,781
-
(1,761,630)
-
9,781
(1,761,630)
31
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 7. Discontinued operations (continued)
Cash flow information
Net cash used in operating activities
Net cash used in investing activities
Net cash from financing activities
Consolidated
2021
US$
2020
US$
(466,657)
(26,783)
276,056
(1,979,492)
(34,832)
1,952,187
Net decrease in cash and cash equivalents from discontinued operations
(217,384)
(62,137)
Carrying amounts of assets and liabilities disposed at disposal date of 6 October 2020.
Consolidated
6 Oct 2020
US$
342,005
1,221,510
762,312
157,852
432,799
3,481,545
216,511
6,614,534
1,155,711
546,404
214,018
1,916,133
4,698,401
Consolidated
2021
US$
8,422,865
(4,698,401)
(330,928)
(4,073,789)
920,318
240,065
240,065
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Property, plant and equipment
Intangibles
Right-of-use assets
Total assets
Trade and other payables
Provisions
Lease liability
Total liabilities
Net assets
Details of the disposal
Total sale consideration**
Carrying amount of net assets disposed
Derecognition of foreign currency translation reserve
Derecognition of goodwill
Derecognition of deferred tax liability
Gain on disposal before income tax
Gain on disposal after income tax
** Total sale consideration is made up of the following:
32
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 7. Discontinued operations (continued)
Cash proceeds from sale of subsidiary
Purchaser holdback
Less purchaser holdback discount to fair value
Note 8. Cash and cash equivalents
Current assets
Cash at bank
Reconciliation to cash and cash equivalents at the end of the financial year
The above figures are reconciled to cash and cash equivalents at the end of the financial
year as shown in the statement of cash flows as follows:
Balances as above
Balance as per statement of cash flows
Note 9. Trade and other receivables
Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables
Consolidated
2021
US$
7,786,078
750,000
(113,213)
8,422,865
Consolidated
2021
US$
2020
US$
787,266
1,395,057
787,266
1,395,057
787,266
1,395,057
Consolidated
2021
US$
2020
US$
285,378
(15,000)
270,378
846,114
(27,011)
819,103
2,426
101,259
272,804
920,362
33
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 9. Trade and other receivables (continued)
(i) Classification as trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business.
Trade receivables are generally due for settlement in accordance with the milestones specified in the non-recurring
engineering (NRE) contracts with customers, and settlement for goods delivered to customers, which are both typically less
than 12 months and therefore classified as current. Trade receivables are recognised initially at the amount of consideration
that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group
holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently
at amortised cost using the effective interest method.
Details about the Group’s impairment policies and the calculation of the loss allowance are provided in note 25 (Financial
risk management) section b (credit risk).
(ii) Fair value of trade and other receivables
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.
(iii) Impairment and risk exposure
Information about the impairment of trade receivables and the Group’s exposure to credit risk and foreign currency risk can
be found in note 25 Financial risk management.
Note 10. Inventories
Current assets
Raw materials and stores
Work in progress
Finished goods
Note 11. Right-of-use assets and lease liabilities
(a) Amounts recognised in the statement of financial position
Non-current assets
Land and buildings - right-of-use
Less: Accumulated depreciation
Plant and equipment - right-of-use
Less: Accumulated depreciation
Total lease right-of-use assets
34
Consolidated
2021
US$
2020
US$
294,129
77,487
22,992
187,723
62,289
907,011
394,608
1,157,023
Consolidated
2021
US$
2020
US$
768,470
(120,078)
648,392
235,393
(7,153)
228,240
1,094,097
-
1,094,097
1,761,733
(195,271)
1,566,462
1,742,489
1,794,702
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 11. Right-of-use assets and lease liabilities (continued)
Additions to right-of-use assets during the year were US$1,065,648.
Lease liability
Current lease liability
Non-current lease liability
Total lease liability
Maturity analysis - contractual undiscounted cash flows
Less than one year
One to five years
Total undiscounted lease liabilities
(b) Amounts recognised in the statement of profit or loss and other comprehensive income
Interest expense
Lease depreciation expense
Interest expense - discontinued operations
Lease depreciation expense - discontinued operations
Total
779,260
987,256
1,002,497
851,677
1,766,516
1,854,174
990,348
1,040,232
2,030,580
1,002,700
1,077,802
2,080,502
Consolidated
2021
US$
2020
US$
170,422
889,622
1,060,044
115,955
790,521
906,476
6,651
23,019
29,670
-
-
-
1,089,714
906,476
The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
Leasehold property
Plant and equipment
(c) Description of leases and term
Equipment lease
Straight line
2.75 years
2 years
This lease relates the fabrication plant and equipment housed at Woburn, Massachusetts USA. During the year the lease
expiry date was extended from June 2022 to October 2023 and the monthly lease repayments reduced from US$75,541 to
US$47,500. The lease payments are discounted at the Group's incremental borrowing rate of 10% (2020:11.75%).
Property lease
The lease relates to property occupied in Woburn, Massachusetts USA.
Monthly rental is US$35,029.
The lease term adopted is from 1 March 2021 to 1 March 2023. The contractual arrangements are a 12 month lease
with options for a 12 month extension. The Group is virtually certain the 12 month extension will be adopted.
The lease payments are discounted at the Group's incremental borrowing rate of 10%.
(d) Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short-term leases or leases of low value assets.
35
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 11. Right-of-use assets and lease liabilities (continued)
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an
expense in the profit or loss. Short-term leases are leases with a lease term of 12 months or less. The lease expense, relating
to lease payments not included in the measurement of the lease liability is shown below. These costs are included under the
headings of occupancy costs and equipment lease and associated costs. Refer to note 5 (Expenses)
Short-term leases
Low value leases
Note 12. Other current assets
Current assets
Prepayments
Deposits and other items
Note 13. Property, plant and equipment
Non-current assets
Leasehold improvements - at cost
Less: Accumulated depreciation
Fixtures and fittings - at cost
Less: Accumulated depreciation
R&D equipment - at cost
Less: Accumulated depreciation
Other fixed assets - at cost
Less: Accumulated depreciation
36
Consolidated
2021
US$
2020
US$
300,565
-
702,753
-
300,565
702,753
Consolidated
2021
US$
2020
US$
80,674
35,056
97,660
13,075
115,730
110,735
Consolidated
2021
US$
2020
US$
185,375
(77,762)
107,613
23,312
(18,654)
4,658
107,127
(47,495)
59,632
33,134
(13,992)
19,142
455,003
(204,219)
250,784
435,203
(130,035)
305,168
82,064
(50,183)
31,881
490,174
(52,402)
437,772
394,936
821,714
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 13. Property, plant and equipment (continued)
Consolidated
Balance at 1 July 2019
Additions
Exchange differences
Depreciation expense
Balance at 30 June 2020
Additions
Disposal of subsidiary
Reclassification from intangibles
Exchange differences
Depreciation expense - discontinuing
operations
Depreciation expense
R&D
equipment
US$
Furniture and
fittings
US$
Leasehold
improvements
US$
Other fixed
assets
US$
327,432
42,937
-
(65,201)
305,168
19,800
-
-
-
-
(74,184)
13,008
10,708
-
(4,574)
19,142
-
(7,879)
-
(1,943)
-
(4,662)
58,331
21,680
-
(20,379)
59,632
81,348
1,440
-
(4,540)
521,856
(7,209)
(6)
(76,869)
437,772
(23,454)
(426,360)
52,296
20,003
Total
US$
920,627
68,116
(6)
(167,023)
821,714
77,694
(432,799)
52,296
13,520
-
(30,267)
(21,372)
(7,004)
(21,372)
(116,117)
Balance at 30 June 2021
250,784
4,658
107,613
31,881
394,936
(i) Depreciation methods and useful lives
Property, plant and equipment is recognised at historical cost less depreciation.
Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual
values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment,
the shorter lease term as follows:
R&D equipment
Furniture and fixtures
Leasehold improvements
Other fixed assets
6 years
5 years
5 years
3 - 10 years
See note 37(o) (Summary of significant accounting policies) for the other accounting policies relevant to property, plant and
equipment.
Note 14. Intangible assets
Non-current assets
Goodwill
Less: Impairment
Patents
Less: Accumulated amortisation
Capitalised development costs
Software
Consolidated
2021
US$
2020
US$
-
-
-
5,959,850
(1,886,061)
4,073,789
89,124
(10,696)
78,428
141,420
(5,942)
135,478
-
-
2,979,795
474,967
78,428
7,664,029
37
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 14. Intangible assets (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2019
Additions
Exchange differences
Impairment of assets
Amortisation expense
Balance at 30 June 2020
Disposal of subsidiary
Exchange differences
Reclassifications in/(out)
Amortisation expense
Balance at 30 June 2021
Goodwill
US$
Patents
US$
Capitalised
development
costs
US$
Software
US$
Total
US$
5,959,850
-
-
(1,886,061)
-
4,073,789
(4,073,789)
-
-
-
130,030
11,390
-
-
(5,942)
135,478
-
-
(52,296)
(4,754)
2,896,091
125,469
(41,765)
-
-
2,979,795
(2,983,084)
3,289
-
-
480,171
-
(5,204)
-
-
474,967
(498,461)
23,494
-
-
9,466,142
136,859
(46,969)
(1,886,061)
(5,942)
7,664,029
(7,555,334)
26,783
(52,296)
(4,754)
-
78,428
-
-
78,428
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under
the circumstances.
Note 15. Trade and other payables
Current liabilities
Trade payables
Accrued expenses
Other payables
Consolidated
2021
US$
2020
US$
822,898
245,302
76,894
1,178,498
370,652
35,293
1,145,094
1,584,443
Refer to note 25 for further information on financial risk management.
Trade payables are unsecured and are usually paid within 30 to 60 days of recognition.
The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short- term
nature.
(i) Trade payables
The balance as at 30 June 2021 includes US$27,855 (2020: US$26,378) due to key management personnel of the Group.
38
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 16. Borrowings
Current liabilities
Secured loan at fair value (ii)
Promissory notes - unsecured (i)
Non-current liabilities
Secured loan at fair value (ii)
Consolidated
2021
US$
2020
US$
-
-
-
-
-
1,000,000
1,000,000
2,000,000
3,075,951
5,075,951
Refer to note 25 for further information on financial risk management.
(i) Promissory notes
The promissory notes were fully repaid on 7 October 2020. Promissory notes (unsecured) comprise a debt agreement with
a key investor and a related entity of Mr Jonathan Tooth, a director of Sensera Limited. During February and March 2019,
the lenders provided US$1,000,000 to fund the Group's immediate needs for additional working capital. US$650,000 was
provided by Mr Tooth with the key investor providing the US$350,000 balance. These promissory notes were due to mature
in February 2020 and had an interest rate of 10% p.a. In October 2019, these notes were extended for a term of 24 month
with a simple interest rate of 11.75% p.a. (payable quarterly), with an option to extend if agreed by both parties, indefinitely.
The unsecured notes were subordinate to the Group's senior lender, PURE Asset Management Pty Ltd and Altor Capital Pty
Ltd.
(ii) Secured loan at fair value
This facility was fully repaid on 7 October 2020.
(iii) Fair value
The fair values of borrowings at amortised cost are not materially different to their carrying amounts, since the interest payable
on those borrowings is close to current market rates and all borrowings are classified as current. Borrowings due within 12
months equal their carrying amounts as the impact of discounting is not material.
(iv) Risk exposures
Details of the Group’s exposure to risks arising from borrowings are set out in note 25 (Financial risk management).
Note 17. Warrant liabilities
Non-current liabilities
Warrant derivative
Consolidated
2021
US$
2020
US$
1,605,346
1,223,007
Unlisted share warrants to acquire fully paid ordinary shares were issued during the prior year as follows:
39
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 17. Warrant liabilities (continued)
Tranche (Grant date)
Warrants
Expiry date
Exercise price A$
Tranche I (19/10/2019)
Tranche II (25/11/2019)
29,755,556 23/10/2023
5,800,000 24/11/2023
Tranche III (20/05/2020)
51,200,000
19/05/2025
Movements in warrants
0.18
0.18
Lower of $0.03 or the
theoretical ex-rights price
TERP of any future capital
raise to increase shares on
issue by more than 15%
Fair value per
warrant as at
30 June 2021
A$
0.05
0.05
0.05
Total
Tranche I
Number of
warrants
Tranche II
Number of
warrants
Tranche III
Number of
warrants
Number of
warrants
Balance as at 1 July 2019
Warrants issued
Balance as at 30 June 2020
-
29,755,556
29,755,556
-
-
5,800,000 51,200,000 86,755,556
5,800,000 51,200,000 86,755,556
-
Balance as at 1 July 2020
Warrants exercised (25 May 2021) Refer note 21 (Share
Capital)
Balance as at 30 June 2021
29,755,556
5,800,000 51,200,000 86,755,556
-
29,755,556
(17,000,000)
(17,000,000)
5,800,000 34,200,000 69,755,556
-
All warrants are held by PURE Asset Management Pty Ltd and Altor Capital Management Pty Ltd. Tranche I and Tranche II
were granted as part of the initial secured loan arrangements. Tranche III was granted as part of subsequent secured loan
refinancing arrangements. Refer note 16 (Borrowings).
The warrants are all considered to be derivative financial instruments, revalued to fair value at the end of the reporting period
in accordance with the accounting standards. The fair value of the warrants as at their respective grant dates were treated
as costs associated with arranging and the subsequent refinancing of the secured loan facility referred to above. Any gain
or loss arising as a result of fair value revaluations subsequent to grant date were recognised in the statement of profit or
loss and other comprehensive income under the heading of Gain/(loss) on remeasurement of warrant derivatives.
Refer to note 25 for further information on financial risk management.
Refer to note 18 for further information on recognised fair value measurements.
40
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 18. Recognised fair value measurements
Fair value hierarchy
The following table provides the fair values of the Group's financial instruments measured and recognised on a recurring
basis after initial recognition and their categorisation within the fair value hierarchy. To provide an indication about the
reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels
prescribed under the accounting standards. An explanation of each level follows underneath the table.
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity
securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial
assets held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the- counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as
possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument
is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted equity securities.
Consolidated - 2021
Financial liabilities
Warrant derivatives
Total liabilities
Consolidated - 2020
Financial liabilities
Warrant derivatives
Total liabilities
Level 1
US$
Level 2
US$
Level 3
US$
Total
US$
Level 1
US$
-
-
-
-
-
-
1,605,346
1,605,346
1,605,346
1,605,346
Level 2
US$
Level 3
US$
Total
US$
-
-
1,223,007
1,223,007
1,223,007
1,223,007
There were no transfers between levels of the hierarchy for recurring fair value measurements during the year ended 30
June 2021 or 30 June 2020.
Note 19. Provisions
Current liabilities
Restructuring (i)
Other
Consolidated
2021
US$
2020
US$
-
-
-
529,185
354,505
883,690
(i) Restructuring
The prior year restructuring provision balance comprises one off redundancy charges and legal costs incurred by the Group's
former subsidiary nanotron Technologies GmbH which was sold in October 2020. (Refer note 7 'Discontinued operations' ).
41
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 20. Other liabilities - government
Current liabilities
Government assistance received in advance
Consolidated
2021
US$
2020
US$
620,925
620,925
During the years ended 30 June 2020 and 30 June 2021, the Group received specific assistance in relation to the COVID-
19 pandemic and the current and prior year liabilities relate to the US Payroll Protection Program. During the reporting period
the US Government via its agents confirmed that the assistance conditions were satisfied and the amount shown a liability
as at 30 June 2020 was duly recognised as income in the year ended 30 June 2021. A further grant of US$620,925 was
received during the reporting period and is carried as a liability until the US Government via its agents confirms the assistance
conditions are satisfied. Refer note 24 (Critical estimates and judgements).
Note 21. Issued capital
Consolidated
2021
Shares
2020
Shares
2021
US$
2020
US$
Ordinary shares - fully paid
340,467,406 322,125,055 32,392,028 31,173,047
Movements in ordinary share capital
Details
Balance
Issue at A$ 0.08 pursuant to placement
Issue at A$ 0.08 pursuant to SPP
Deemed issue between A$0.08 and A$0.11 pursuant to ESOP
(FY19)
Less: Transaction costs arising on share issues
Date
Number of
shares
US$
1 July 2019
8 October 2019
8 October 2019
272,751,012 28,476,830
2,077,800
37,500,000
76,205
1,375,000
10,499,043
-
679,347
(137,135)
Balance
Issued at deemed issue price of A$0.07 to A$0.11 per share
(average of A$0.10) pursuant to ESOP
Shares issued on conversion of warrants
01 July 2020
322,125,055 31,173,047
17 August 2020
31 May 2021
1,342,351
17,000,000
98,672
1,120,309
Balance
30 June 2021
340,467,406 32,392,028
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Ordinary shares have no par value and the company does not have a limited amount of authorised capital.
42
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 21. Issued capital (continued)
Options
Information relating to options, including details of options issued, exercised and lapsed during the financial year and options
outstanding at the end of the reporting period, is set out below.
(i) Movements in options
Number of
options
US$
10,300,000
150,000
100,000
(1,750,000)
-
1,137,730
5,053
3,676
(249,382)
156,548
8,800,000
1,053,625
Number of
options
US$
8,800,000
(5,550,000)
9,200,000
-
1,053,625
(516,851)
-
210,130
12,450,000
746,904
Exercise price
A$
Number of
options
Number
vested
0.35
0.15
0.06
0.06
0.06
3,000,000
750,000
1,000,000
3,700,000
4,000,000
3,000,000
500,000
500,000
-
-
12,450,000
4,000,000
Consolidated
2021
US$
2020
US$
(1,208,466)
218,206
746,904
(1,208,466)
278,402
1,053,625
(243,356)
123,561
Balance at 1 July 2019
Issue of ESOP unlisted options A$0.15 each (01/01/2019)
Issue of ESOP unlisted options A$0.105 each (01/01/2019)
Lapse of unlisted options at A$0.50 (25/04/2020)
Amortisation of share-based payments for options issued in prior period
Balance at 30 June 2020
Balance at 1 July 2020
Lapse of unlisted options
Grant of ESOP unlisted options A$0.06 each (24/09/2020) – refer note 32
Option fair value amortisation (Share-based payment)
Balance at 30 June 2021
(ii) Options outstanding at the end of the reporting period.
Expiry date
29/11/2022
03/07/2023
23/10/2021
23/09/2025
23/09/2025
Grant date
30/11/2017
29/04/2019
24/09/2020
24/09/2020
24/09/2020
Note 22. Reserves
Common control reserve
Foreign currency translation reserve
Share-based payments reserve
43
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 22. Reserves (continued)
(i) Nature and purpose of reserves
Common control
The common control reserve recognises differences arising from the business combination between Sensera Limited and
Sensera Inc. under the pooling of interest method.
Foreign currency translation
Exchange differences arising on translation of operations into United States dollars are recognised in other comprehensive
income as described in note 37 (Summary of significant accounting policies) and accumulated in a separate reserve within
equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed.
Share-based payments
The share-based payment reserve records items recognised as expenses on valuation of share options issued to key
management personnel, other employees and eligible contractors.
Note 23. Cash flow information
(a) Reconciliation of profit/(loss) after income tax to net cash inflow from operating activities
Consolidated
2021
US$
2020
US$
Loss after income tax benefit for the year
(4,465,014)
(8,330,555)
Adjustments for:
Depreciation and amortisation
Impairment of goodwill
Share-based payments
Foreign exchange differences
Finance costs
Additional finance costs attributable to secured loan refinancing
(Gain)/loss on remeasurement of warrant derivative
Fair value gain on refinanced secured loan
Gain on sale of subsidiary
Loss on derecognition of proceeds held back from disposal of a subsidiary
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in inventories
Decrease/(increase) in other operating assets
Decrease in trade and other payables
Increase in customer deposits
Decrease in employee benefits
Increase/(decrease) in other provisions
Decrease in other operating liabilities
Net cash used in operating activities
(b) Non-cash investing and financing activities
1,054,884
-
308,802
(15,000)
1,179,373
-
952,402
-
(240,065)
184,496
963,486
1,886,061
165,277
152,911
857,391
1,555,742
(357,510)
(444,687)
-
-
(92,420)
102
(82,497)
(8,970)
-
-
(351,104)
-
1,081,326
(5,185)
266,804
(1,442,258)
620,925
(13,854)
383,340
(408,086)
(1,575,011)
(3,068,872)
Shares issued to employees under the employee security ownership plan (ESOP) for no cash consideration. Refer to note
21 (Issued capital).
44
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 24. Critical estimates and judgements
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the
actual results. Management also needs to exercise judgement in applying the Group’s accounting policies.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which
are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information
about each of these estimates and judgements is included in other notes together with information about the basis of
calculation for each affected line item in the financial statements.
(a) Significant estimates and judgements
The areas involving significant estimates or judgements are:
Estimation of revenue relating to the provision of services. Refer to note 2 (Revenue).
Determination of operating segments. Refer to Note 3 (Operating segments)
Judgements and estimates relating to the determination of amounts included in the disposal of subsidiary. Refer to Note
7 (Discontinued operations)
Estimation of expected credit losses on trade receivables. Refer to Note 9 (Trade and other receivables)
Determination of incremental borrowing rate and the inclusion of lease extension options. Refer to note 11 (Right-of -
use assets and lease liabilities).
Estimated useful lives to determine amortisation. Refer to Note 14 (Intangible assets).
Estimate of property, plant and equipment useful lives. Refer to note 13 (Property, plant and equipment).
Estimation of the valuation of warrant derivatives. Refer to Note 17 (Warrant liabilities)
Assessing whether or not the assistance conditions had been fully satisfied for the US Payroll Protection Program
funding received. Refer note 20 (Other liabilities – government).
Estimation of share-based payments. Refer to Note 32 (Share based payments)
Evaluation of going concern. Refer to note 37 (Summary of significant accounting policies).
The impact of Coronavirus (COVID-19) pandemic is ongoing and it is not practicable to determine the potential impact
positive or negative after the reporting date.
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under
the circumstances.
Note 25. Financial risk management
Financial risk management objectives
This note explains the Group's exposure to financial risks and how these risks could affect the Group’s future financial
performance. Current year profit and loss information has been included where relevant to add further context.
Risk
Exposure arising from
Measurement Management's assessment and control
Market risk -
foreign
exchange
Transactions denominated in A$ and EUR
from the Group's operations
Cash flow
forecasting
Credit risk
Translation of the Group's A$ and EUR
operations to US$ on consolidation
Receivables from NRE contracts
collectible only on completion of
milestones specified in these contracts
N/A
Cash flow
forecasting
Liquidity risk
Ability to repay creditors when payments
are due
Cash flow
forecasting
On 6 October 2020, the Group sold nanotron
Technologies GmbH which eliminated the
Group’s exposure to EUR.
As at and for the years ended 30 June 2020 and
2021, there were no open forward exchange
contracts.
N/A
Management works closely with its key
customers to ensure that milestones are
achieved in a timely manner in order to receive
payments for services provided
Management reviews the Group's cash position
and run rate (versus budget) on a monthly basis
to ensure payments are made when they fall
due.
45
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 25. Financial risk management (continued)
The Group’s risk management is carried out by the board and the Group's senior management team to identify, evaluate and
hedge financial risks (if required). This process includes reviewing the effectiveness of internal controls relating to market
risk, credit risk and liquidity risk.
(a) Market risk
(i) Foreign exchange risk
Amounts recognised in profit or loss and other comprehensive income
During the year, the following foreign exchange related amounts were recognised in profit or loss and other comprehensive
income:
Amounts recognised in profit or loss:
Net foreign exchange gain/(loss) included in other gains/(losses)
Net gain/(losses) recognised in other comprehensive income (note 22 Reserves):
Translation of foreign currency operations
Sensitivity
Consolidated
2021
US$
2020
US$
(9,393)
-
-
(60,196)
(73,670)
-
-
122,797
The sensitivity of the profit or loss to changes in the exchange rates arises mainly from A$ and up to 6 October 2020 EUR
denominated financial instruments and the impact on other components of equity arises from the translation of foreign
currency financial statements into US$.
Impact on
loss for the
period
2021
US$
Impact on
loss for the
period
2020
US$
Impact on
other
components
of
Impact on
other
components
of
equity
2021
US$
equity
2020
US$
US$/A$ exchange rate - change by 1.8% (2020: 1.8%)*
US$/EUR exchange rate - change by 0.8% (2020: 0.8%)*
29,606
-
100,763
2,624
13,009
-
1,585
227
* Holding all other variables constant
(b) Credit risk
Credit risk arises from cash and cash equivalents with banks and financial institutions, as well as credit exposures to
customers who are public and private organisations in the technology industry, including outstanding receivables.
(i) Risk management
Credit risk is managed through the maintenance of procedures (such as the utilisation of systems for the approval, granting
and renewal of credit limits, regular monitoring of exposures against such limits and monitoring the financial stability of
significant customers and counterparties), ensuring to the extent possible that customers and counterparties to transactions
are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment.
The Group's customer base consists of public sectors, listed companies in the United States and large and reputable private
entities. Management maintain a close relationship with their customers' executives and senior management to ensure that
milestones specified in the contracts are met in a timely manner. Management updates its cost forecasts on a regular basis
for all on-going contracts.
46
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 25. Financial risk management (continued)
Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating.
(ii) Impairment of financial assets
The Group has one type of financial asset subject to the expected credit loss model being trade receivables for sales of
inventory and from the provision of engineering services.
Trade receivables and contract assets
The Group applies the AASB 9 simplified approach to measuring expected credit losses (ECL) which uses a lifetime expected
loss allowance for all trade receivables.
To measure the ECL, trade receivables have been grouped based on shared credit risk characteristics and the days past
due.
The ECL rates are based on the payment profiles of sales over a period of 36 months before 30 June 2021 and the
corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current
and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
On that basis, the loss allowance as at 30 June 2021 from the ECL method was determined to be US$15,000 (2020:
US$27,011). This amount was ascertained based on an individual client analysis; the identified loss beyond this at a portfolio
level was determined to be immaterial.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable
expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and
a failure to make contractual payments for a period of greater than 121 days past due.
Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent
recoveries of amounts previously written off are credited against the same line item.
(c) Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. The Group manages this risk through the following mechanisms:
preparing forward looking cash flow analyses in relation to its operating, investing and financing activities;
obtaining funding from a variety of sources;
maintaining a reputable credit profile;
managing credit risk related to financial assets;
investing cash and cash equivalents and deposits at call with major financial institutions; and
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
(i) Maturities of financial liabilities
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying amounts as the impact of discounting is not material.
Contractual maturities of financial liabilities
Consolidated - 2021
Non-derivatives
Non-interest bearing
Trade payables
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
US$
Between 1
and 2 years
US$
Between 2
and 5 years
US$
Over 5 years
US$
Remaining
contractual
maturities
US$
-
822,898
822,898
-
-
-
-
-
-
822,898
822,898
47
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 25. Financial risk management (continued)
Consolidated - 2020
Non-derivatives
Non-interest bearing
Trade payables
Interest-bearing
Promissory notes
Loans
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
US$
Between 1
and 2 years
US$
Between 2
and 5 years
US$
Over 5 years
US$
Remaining
contractual
maturities
US$
-
1,178,498
11.75%
16.00%
1,175,000
1,600,000
3,953,498
-
-
-
-
-
-
1,178,498
-
3,568,103
3,568,103
-
-
-
1,175,000
5,168,103
7,521,601
Note 26. Capital management
(a) Risk management
The Group's objectives when managing capital are to:
safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and
benefits for other stakeholders, and
maintain an optimal capital structure to reduce the cost of capital.
Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure while
avoiding excessive leverage. The Group manages the capital structure and makes adjustments to it in the light of changes
in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell
assets to reduce debt.
As at 30 June 2021, the Group had a total credit facility capacity of US$ Nil (2020: US$5,412,000) of which US$ Nil was
drawn down (2020: US$5,412,000) with a consortium of external parties, including a related party.
(b) Dividends
No dividends were declared or paid to members for the year ended 30 June 2021 (2020: US$ nil). The Group’s franking
account balance was US$ nil at 30 June 2021 (2020: US$ nil).
Note 27. Contingent liabilities
The Group had no contingent liabilities at 30 June 2021 (2020: US$ nil).
Note 28. Commitments
The Group had no commitments at 30 June 2021 (2020: US$ nil).
48
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 29. Interests in other entities
The Group’s principal subsidiaries at 30 June 2020 are set out below. Unless otherwise stated, they have share capital
consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals
the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.
Name
Principal place of business /
Country of incorporation
Sensera Inc.
nanotron Technologies GmbH
United States
Germany
Ownership interest
2020
2021
%
%
100.00%
-
100.00%
100.00%
Note 30. Events after the reporting period
On 6 August 2021, the Group announced the completion of a A$2.5m private placement (before costs) comprising
73,529,037 fully paid ordinary shares at A$0.034 each. Subject to shareholder approval, a total 55,146,786 options are to be
issued to the placement investors and the placement broker. The options have an exercise price of $0.085 and will expire
24 months from issue on or about 17 November 2023.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Note 31. Related party transactions
(a) Subsidiaries
Interests in subsidiaries are set out in note 29.
(b) Key management personnel compensation
Short-term employee benefits
Share-based payments
Detailed remuneration disclosures are provided in the remuneration report.
(c) Loans to/from related parties
Loans from director related entity
Beginning of the year
Loans repayments made
Interest charged
Interest paid
End of year
49
Consolidated
2021
US$
2020
US$
558,272
175,788
538,645
129,991
734,060
668,636
Consolidated
2021
US$
2020
US$
673,150
(650,000)
20,506
(43,656)
650,000
-
83,685
(60,535)
-
673,150
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 31. Related party transactions (continued)
(d) Terms and conditions
On 22 February 2019, the Group entered into a US$650,000 unsecured promissory note loan arrangement with an entity
controlled by Mr Jonathan Tooth, a director of Sensera Limited. Details of the terms and conditions are set out under the
note 16 (Borrowings – promissory notes). This loan facility was repaid in full on 7 October 2020.
Note 32. Share-based payments
(a) Employee security ownership plan
The 'employee security ownership plan' (ESOP) was last approved by shareholders at the 2020 annual general meeting.
The plan is designed to provide long-term incentives for employees (including directors) and consultants to deliver long-term
shareholder returns.
Set out below are summaries of options granted under the plan:
Weighted
average
exercise price
A$
2021
Number of
options
2021
Weighted
average
exercise price
A$
2020
Number of
options
2020
Outstanding at the beginning of the financial year
Granted during the year
Lapsed during the year
8,800,000
9,200,000
(5,550,000)
0.29 10,300,000
250,000
0.06
(1,750,000)
0.26
Outstanding at the end of the financial year
12,450,000
0.14
8,800,000
Vested and exercisable at the end of the financial year *
4,000,000
0.29
5,941,666
0.41
0.13
0.50
0.29
0.33
*
Option vesting is subject to the holder remaining in office and or employment up to the vesting date. There are no other
vesting conditions.
Share options outstanding at the end of the year have the following expiry date and exercise prices:
2021
Grant date
Expiry date
Exercise price
A$
the start of Number
granted
the year
Number
exercised
Balance at
08/12/2017
30/11/2017
08/12/2017
01/07/2018
29/04/2019
29/04/2019
01/01/2019
01/01/2019
24/09/2020
24/09/2020
15/08/2020
29/11/2022
17/12/2022
30/06/2022
03/07/2023
19/12/2020
30/11/2023
31/12/2023
23/10/2021
23/09/2025
0.40
0.35
0.35
0.15
0.15
0.15
0.15
0.11
0.06
0.06
1,500,000
3,000,000
1,500,000
800,000
750,000
1,000,000
150,000
100,000
-
-
8,800,000
-
-
-
-
-
-
-
-
1,500,000
7,700,000
9,200,000
Number
expired/
lapsed
Balance at
the end of
the year
-
-
-
-
-
-
-
-
-
-
-
(1,500,000)
-
(1,500,000)
(800,000)
-
(1,000,000)
(150,000)
(100,000)
(500,000)
-
-
3,000,000
-
-
750,000
-
-
-
1,000,000
7,700,000
(5,550,000) 12,450,000
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.11 years (2020)
2.19 years.
50
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 32. Share-based payments (continued)
(i) Fair value of options granted
The assessed fair value of options at grant date was determined using the Black-Scholes option pricing model that takes into
account the exercise price, term of the option, security price at grant date and expected price volatility of the underlying
security, the expected dividend yield, the risk-free interest rate for the term of the security and certain probability assumptions.
During the year ended 30 June 2021, 9,200,000 (2020: 250,000) options were granted. The model inputs for these options
included:
Grant date
Expiry date
24/09/2020
24/09/2020
24/09/2020
23/09/2024
23/09/2025
23/09/2025
Share price at
grant date
A$
Exercise price
A$
Expected
volatility
Dividend
yield
Risk-free
interest rate
Fair value at
grant date
A$
0.06
0.06
0.06
0.06 139.0000%
0.06 139.0000%
0.06 139.0000%
-
-
-
0.2800%
0.2800%
0.2800%
0.0508
0.0491
0.0491
(b) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Shares issued to employees under ESOP
Options issued to employees under ESOP
Total
Note 33. Remuneration of auditors
Consolidated
2021
US$
2020
US$
98,672
210,130
-
165,277
308,802
165,277
During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the
auditor of the Group:
Audit services - Grant Thornton Audit Pty Ltd
Audit or review of the financial statements
Other services - Grant Thornton Audit Pty Ltd
Other advisory - tax compliance
Consolidated
2021
US$
2020
US$
146,097
194,512
-
2,686
146,097
197,198
51
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 34. Assets pledged as security
The carrying amounts of assets pledged as security for borrowings are:
Current
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Total current assets pledged as security
Non-current
Property, plant and equipment
Intangible assets
Total non-current assets pledged as security
Total assets pledged as security
Note 35. Loss per share
(a) Reconciliation of loss used in calculating loss per share
Loss per share from continuing operations
Loss after income tax
Loss per share
Diluted loss per share
Earnings per share for profit/(loss) from discontinued operations
Profit/(loss) after income tax
Loss per share
Diluted loss per share
52
Consolidated
2021
US$
2020
US$
-
-
-
-
-
-
-
-
1,395,057
920,362
1,157,023
110,735
3,583,177
821,714
7,664,029
8,485,743
- 12,068,920
Consolidated
2021
US$
2020
US$
(4,474,795)
(6,568,925)
Cents
Cents
(1.4)
(1.4)
(2.1)
(2.1)
Consolidated
2021
US$
2020
US$
9,781
(1,761,630)
US Cents
US Cents
-
-
(0.6)
(0.6)
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 35. Loss per share (continued)
Basic and diluted loss per share
Loss from continuing operations attributable to the ordinary equity holders of the company used in calculating loss per share:
Loss per share
Loss after income tax
Loss per share
Diluted loss per share
(b) Weighted average number of shares used as the denominator
Consolidated
2021
US$
2020
US$
(4,465,014)
(8,330,555)
US Cents
US Cents
(1.4)
(1.4)
(2.7)
(2.7)
2021
Number
2020
Number
Weighted average number of ordinary shares used as the denominator in calculating basic
and diluted loss per share
324,738,391
307,047,580
On the basis of the Group's losses, the outstanding options and warrants at 30 June 2021 and 30 June 2020 were considered
to be anti-dilutive and therefore were excluded from the diluted weighted average number of ordinary shares calculation.
Note 36. Parent entity information
(a) Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
Parent
2021
US$
2020
US$
(4,260,660)
(7,703,026)
(4,260,660)
(7,703,026)
53
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 36. Parent entity information (continued)
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Foreign currency translation reserve
Share-based payments reserve
Accumulated losses
Total equity/(deficiency)
Parent
2021
US$
2020
US$
119,949
14,509
290,721
8,278,973
144,638
2,320,642
1,749,984
6,619,600
32,392,028 31,173,047
(435,626)
1,053,625
(30,131,673)
(722,713)
746,904
(33,875,482)
(1,459,263)
1,659,373
As at 30 June 2021, the intercompany loan balance between the parent and its subsidiaries amounted to nil (2020: nil) due
to a US$2,019,930 impairment loss on the intercompany loans recognised during the year ended 30 June 2021 (2020:
US$5,108,014).
An impairment loss on intercompany investments of US$1,498,058 was recognised during the year ended 30 June 2021
(2020: US$1,149,786).
(b) Guarantees entered into by the parent entity
The parent entity has provided a guarantee over the event of default caused by its subsidiary Sensera, Inc. in relation to its
equipment lease arrangements.
(c) Contingent liabilities of the parent entity
The parent entity had no contingent liabilities as at 30 June 2021 and 30 June 2020.
(d) Contractual commitments for the acquisition of property, plant or equipment
The parent entity has not entered into any contractual commitments for the acquisition of property, plant or equipment in the
year ended 30 June 2021 (2020: nil).
(e) Determining the parent entity financial information
The financial information for the parent entity has been prepared on the same basis as the consolidated financial statements,
except as set out below.
(f) Investments in subsidiaries
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Note 37. Summary of significant accounting policies
This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial
statements to the extent they have not already been disclosed in the other notes above. These policies have been
consistently applied to all the years presented, unless otherwise stated. The financial statements are for the Group consisting
of Sensera Limited and its subsidiaries.
54
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 37. Summary of significant accounting policies (continued)
(a) Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Sensera Limited is a
for-profit entity for the purpose of preparing the financial statements.
(i) Compliance with IFRS
The consolidated financial statements of the Sensera Limited Group also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(ii) Historical cost convention
The financial statements have been prepared on a historical cost basis except for, where applicable, the revaluation of
financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive
income, and derivative financial instruments.
(iii) Going concern
The annual report has been prepared on a going concern basis.
For the period ended 30 June 2021, The Group incurred a net loss of US$4,465,014, had operating cash outflows of
US$1,575,011, had net current liabilities of US$1,059,977 and had a net asset deficiency of US$1,436,726. As at 30 June
2021, the Group's cash and cash equivalents balance was US$787,266. These conditions indicate a material uncertainty
that may cast significant doubt about the Group's ability to continue as a going concern. However, it is important to note the
following:
The net asset deficiency includes a financial liability relating to the fair value of the share warrants issued by the Group
totalling US$1,605,346. This is a non-cash liability which will unwind over the period to the share warrants being exercised
or expiring. The loss for the reporting period includes a US$952,402 charge relating to the increase in fair value of the share
warrants.
On 6 August 2021, the Group announced the completion of a A$2.5m private placement (before costs) comprising
73,529,037 fully paid ordinary shares at A$0.034 each. in the event, future funding is required to grow the business, the
Group is now debt free and has previously demonstrated capacity to raise funds in debt and equity markets.
Based on its assessment of the cash flow projections over the ensuing 12 months from the date of this report, the Board is
satisfied that sufficient funds are available for the Group to pay its debts as and when they fall due for at least the next 12
months from the date of this report.
(iv) New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
(b) Principles of consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity
when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
55
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 37. Summary of significant accounting policies (continued)
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling
interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises
the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in
profit or loss.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. This has been identified as the Executive Director.
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary
economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are
presented in US dollars (US$), which is Sensera Limited's presentation currency due to a significant portion of its operations
being located in the United States. The functional currency of the parent is the Australian dollar (A$), which is different to its
presentation currency of US dollars.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in
profit or loss.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statement of profit or loss,
within finance costs. All other foreign exchange gains and losses are presented in the consolidated statement of profit or loss
on a net basis within other gains/(losses).
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part
of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities
held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation
differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are
recognised in other comprehensive income.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at
the date of that consolidated statement of financial position
income and expenses for each consolidated statement of profit or loss and consolidated statement of profit or loss and
other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions), and
all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of
borrowings and other financial instruments designated as hedges of such investments, are recognised in other
comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid,
the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
56
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 37. Summary of significant accounting policies (continued)
(e) Revenue recognition
The accounting policies for the Group’s revenue from contracts with customers are explained in note 2 (Revenue).
(f) Government grants
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them
with the costs that they are intended to compensate and when the conditions of the grant have been met. Refer to note 20
(Other liabilities - government).
(g) Income tax
The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the company and its subsidiaries and associates operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be
paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are
not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises
from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the
related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary
differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases
of investments in foreign operations where the company is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset
where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and
settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly
in equity, respectively.
(h) Discontinued operations
A discontinued operation is a component of the Group that has been disposed of or is classified as held for sale and that
represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to
dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The
results of discontinued operations are presented separately on the face of the statement of profit or loss and other
comprehensive income.
57
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 37. Summary of significant accounting policies (continued)
(i) Leases
Right of use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the
lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for
any remeasurement of lease liabilities.
The group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms
of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as
incurred.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or
a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset
is fully written down.
(j) Impairment of non-financial assets
Goodwill and intangible assets that have an indefinite useful life and intangible assets not yet ready for use are not subject
to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate
that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of
disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of
assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible
reversal of the impairment at the end of each reporting period.
(k) Cash and cash equivalents
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the consolidated
statement of financial position.
(l) Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less loss allowance.
58
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 37. Summary of significant accounting policies (continued)
See note 9 (Trade and other receivables) for further information about the Group’s accounting for trade receivables and note
25 (Financial risk management) for a description of the Group's impairment policies.
(m) Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a 'first in first
out' basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate
proportion of variable and fixed overhead expenditure based on normal operating capacity. Costs of purchased inventory are
determined after deducting rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
(n) lnvestments and other financial assets
(i) Classification
From 1 July 2018, the Group classifies its financial assets in the following measurement categories:
those to be measured subsequently at fair value (either through Other comprehensive income (OCI) or through profit
or loss), and
those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity
instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time
of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to
purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
(iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
(iv) Impairment
The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at
amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase
in credit risk.
(v) Income recognition Interest income
Interest income is recognised using the effective interest method. When a receivable is impaired, the Group reduces the
carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest
rate of the instrument and continues unwinding the discount as interest income. Interest income on impaired loans is
recognised using the original effective interest rate.
59
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 37. Summary of significant accounting policies (continued)
(o) Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced.
All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
The depreciation methods and periods used by the Group are disclosed in note 13 Property, plant and equipment.
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater
than its estimated recoverable amount. Refer to note 37(h) (Summary of significant accounting policies).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or
loss.
(p) Intangible assets
Patents and trademarks
Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the period
of their expected benefit, being their finite life of 10 years.
(q) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are
unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are
presented as current liabilities unless payment is not due within 12 after the reporting period. They are recognised initially at
their fair value and subsequently measured at amortised cost using the effective interest method.
(r) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in
profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan
facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be
drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable
that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised
over the period of the facility to which it relates.
Borrowings are removed from the consolidated statement of financial position when the obligation specified in the contract
is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities
assumed, is recognised in profit or loss as other income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability
for at least 12 months after the reporting period.
(s) Provisions
Provisions for service warranties and other obligations are recognised when the Group has present service obligation as a
result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can
be reliably estimated. Provisions are not recognised for future operating losses.
60
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 37. Summary of significant accounting policies (continued)
(t) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are
expected to be settled wholly within 12 months after the end of the period in which the employees render the related service
are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts
expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in
the balance sheet.
(ii) Share-based payments
Share-based compensation benefits are provided to employees via the 'employee security ownership plan' (ESOP).
Employee options
The fair value of options granted under the ESOP is recognised as a share-based payment expense with a corresponding
increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
including any market performance conditions (e.g. the company’s share price)
excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth
targets and remaining an employee of the company over a specified time period), and
including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares for a
specific period of time).
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to equity.
(u) Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
(v) Loss per share
(i) Basic loss per share is calculated by dividing:
the loss attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements
in ordinary shares issued during the year.
(ii) Diluted loss per share
Diluted loss per share adjusts the figures used in the determination of basic loss 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.
(w) Rounding of amounts
The company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of amounts in the
financial statements. Amounts in the financial statements have been rounded off in accordance with the instrument to the
nearest dollar.
61
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 37. Summary of significant accounting policies (continued)
(x) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part
of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the taxation authority is included with other receivables or payables in the consolidated
statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.
(y) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings
and derivative financial instruments.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
Financial liabilities at fair value through profit or loss
Financial liabilities at amortised cost (loans and borrowings)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This
category also includes derivative financial instruments entered into by the Group that are not designated as hedging
instruments in hedge relationships as defined by AASB 9. Separated embedded derivatives are also classified as held for
trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of
recognition, and only if the criteria in AASB 9 are satisfied. The Group has not designated any financial liability as at fair
value through profit or loss.
Financial liabilities at amortised cost (loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
effective interest rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised
as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. This category
generally applies to interest-bearing loans and borrowings.
62
Sensera Limited
Notes to the consolidated financial statements
30 June 2021
Note 37. Summary of significant accounting policies (continued)
Derecognition
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 a new liability. The difference in the respective carrying amounts is recognised in the statement
of profit or loss.
(z) Derivative financial instruments
Initial recognition and subsequent measurement
Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into
and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and
as financial liabilities when the fair value is negative.
(aa) New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Group for the annual reporting period ended 30 June 2021. The Group has not yet
assessed the impact of these new or amended Accounting Standards and Interpretations.
63
Sensera Limited
Directors' declaration
30 June 2021
In the Directors' opinion:
the attached financial statements and notes comply with the Corporations Act 2001, Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 37 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
2021 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The Directors have been given the declarations by the Chief Executive Officer and the Chief Financial Officer required by
section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors.
On behalf of the Directors
___________________________
Mr Ralph Schmitt
Executive Director
30 August 2021
64
Level 18
King George Central
145 Ann Street
Brisbane QLD 4000
Correspondence to:
GPO Box 1008
Brisbane QLD 4001
T +61 7 3222 0200
F +61 7 3222 0444
E info.qld@au.gt.com
W www.grantthornton.com.au
To the Members of Sensera Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Sensera Limited (the Company) and its subsidiaries (the Group), which comprises
the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies, and the D
eclaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
a giving a true and fair view of the Group
30 June 2021 and of its performance for the year
ended on that date; and
b 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
independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and
Report section of our report. We are
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Code of Ethics for
Material uncertainty related to going concern
We draw attention to Note 37(a)(iii) in the financial statements, which indicates that the Group incurred a net loss of
US$4,465,014 and had net operating cash outflows of US$1,575,011 during the year ended 30 June 2021, and as of that date,
the Group
s exceeded its current assets by US$1,059,977.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
to their clients
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Aust ralian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
As stated in Note 37(a)(iii), these events or conditions, along with other matters as set forth in Note 37(a)(iii), indicate that a
material uncertainty exists that may cast doubt on the Group
modified in respect of this matter.
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.
Key audit matter
Revenue (Note 2)
How our audit addressed the key audit matter
The Group has recognised revenue of US$2,951,429 during
the year.
Our procedures included, amongst others:
Understanding the processes and controls used by the
In accordance with AASB 15 Revenue from Contracts with
Customer, revenues from goods and services are recognised
based on the completion of performance obligations under
each contract.
This area is a key audit matter due to the nature and
assessment of performance obligations and the importance of
the revenue balance to users of the financial statements.
Group to record revenues, receivables and contract assets
and liabilities;
Assessing the revenue recognition policies for
appropriateness and compliance with AASB 15;
Performing testing on selected transactions to determine
revenue recognition policy and accounting standards,
including tracing to contracts or agreements to evaluate the
identification of performance obligations and the timing of
revenue recognition;
Analytically reviewing revenue values and associated
ratios, with any items outside of audit expectations
investigated further;
Evaluating certain significant receivable balances by
obtaining the corresponding sales contracts and other
supporting documentation and testing that appropriate
amounts were recognised at the reporting date; and
Evaluating the adequacy of related disclosures in the
financial report.
Discontinued operations (Note 7)
The Group sold its German subsidiary nanotron Technologies
GmbH during the year.
Our procedures included, amongst others:
Reviewing the sale agreements;
Reviewing Management's calculation regarding the above
This area is a key audit matter due to the estimates and
judgements required in determining the accounting
requirements in accordance with AASB 5 Non-current Assets
Held for Sale and Discontinued Operations.
gain, profit and holdback amounts;
Agreeing significant amounts back to source
documentation; and
Evaluating the adequacy of related disclosures in the
financial report.
Infor
hereon
The Directors are responsible for the other information. The other information comprises the information included in the
Group
thereon.
30 June 2021, but does not
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 Group
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
eport
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, a
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/auditors_responsibilites/ar1_2020.pdf. This description forms part of
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 7 to 15 of the D
2021.
for the year ended 30 June
In our opinion, the Remuneration Report of Sensera Limited, for the year ended 30 June 2021 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.
Grant Thornton Audit Pty Ltd
Chartered Accountants
CDJ Smith
Partner
Audit & Assurance
Brisbane, 30 August 2021
Sensera Limited
Shareholder information
30 June 2021
The shareholder information set out below was applicable as at 24 August 2021.
Equity security holders
Substantial holders
There are no substantial holders in the Company.
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities that hold voting rights.
Sensera Limited
Fully Paid Ordinary Shares
Name/Address 1
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
UBS NOMINEES PTY LTD
GUERILLA NOMINEES PTY LTD
CITICORP NOMINEES PTY LIMITED
ACN 075312980 PTY LTD
TIALING PTY LTD
JAMBER INVESTMENTS PTY LTD
EVELYN FAMILY BENEFICIARY PTY LTD
MR ARTHUR BROMIDIS
BUMPY BRIDGE PTY LTD
DJAKINVEST PTY LTD
DR STUART LLOYD PHILLIPS & MRS FIONA JANE PHILLIPS
SUPER RLS PTY LTD
T & N ARGYRIDES INVESTMENTS PTY LTD
MR DARREN VLATKO OZEBEK
MR RALPH SCHMITT
BNP PARIBAS NOMINEES PTY LTD
INVESCO NOMINEE PTY LTD
MR JOSHUA LEIGH SWEETMAN & MRS CAROLINE SWEETMAN
MR ANTON DE SILVA GUNAWARDENA & MRS THERESE SASHA MARIETTE
FERNANDO
Total Securities of Top 20 Holdings
Total of Securities
Balance as at
24-08-2021
%
17,000,000
15,188,942
11,798,714
11,027,549
6,795,278
5,911,780
5,270,842
4,411,764
4,200,000
4,200,000
3,470,000
4.106%
3.669%
2.850%
2.664%
1.641%
1.428%
1.273%
1.066%
1.015%
1.015%
0.838%
3,105,000
2,949,057
0.750%
0.712%
2,941,176
2,909,641
2,809,228
2,780,843
2,750,000
0.710%
0.703%
0.679%
0.672%
0.664%
2,750,000
0.664%
2,718,597
0.657%
114,988,411 27.775%
413,996,443
69