Sopra Steria Group
Annual Report 2019

Plain-text annual report

Annual Report 2019 $24.1m Revenue vs $11.4m FY18 111% Revenue growth FY19 on FY18 $0.1m EBITDA profit vs $0.3m loss FY18 $0.8m Net operating cash in-flow $1.0m in FY18 $5.8m Total cash (includes $1.5m as security for bank guarantee facility) no debt 60Talented people across Australia 70% Revenue consistently derived from repeat clients CONTENTS Statement from the Chair Managing Director’s Report Synertec Board Members Financial Report for the year ended 30 June 2019 Corporate Directory Directors’ Report Corporate Governance Statement 03 05 08 11 12 13 23 Statement of Profit or Loss and Other Comprehensive Income 24 Statement of Financial Position Statement of Changes in Equity Statement of Cash flows Notes to the financial statements Directors’ Declaration Independent Auditor’s Report Shareholder Information 25 26 27 28 52 53 56 1 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Board Opposite from left Mr. Michael Carroll Ms. Leeanne Bond Below from left Mr. David Harris (Company Secretary) Mr. Kiat Poh Mr. Freddie Heng 2 STATEMENT FROM THE CHAIR Building on the strong foundations set in previous years, the Company is well positioned in the markets it has targeted and continues to focus and deliver on its key stated priorities: Shareholder Value; Industry Focus; High Performing Teams; and Innovation. On behalf of the Board of Directors of Synertec, I have great pleasure to present to you our 2019 Annual Report. With the acquisition of Synertec Pty Ltd and transition of Synertec Corporation as an ASX-listed company completed last financial year, the Company has been focused this year on delivering several large and strategic project commitments and expanding our impressive specialist engineering products and solutions into new markets and customers – delivering record levels of revenue, a return to positive earnings before taxes depreciation and amortisation (‘EBITDA’), and effective working capital management. It is pleasing to report that all the Company’s major projects were successfully delivered to a high standard of quality, on time and on budget for our customers. This further strengthens Synertec’s reputation for quality, innovation and reliability when it comes to successful delivery of challenging, high risk and mission-critical engineering solutions for our clients. Building on the strong foundations set in previous years, the Company is well positioned in the markets it has targeted and continues to focus and deliver on its key stated priorities: Shareholder Value; Industry Focus; High Performing Teams; and Innovation. The commitment and client-centric focus of our Managing Director, Mr. Michael Carroll and the whole Synertec team is best-in-class and represents one true point of differentiation. Synertec has entrenched itself as a leading provider of innovative products and solutions in mission-critical automation, controls, instrumentation, process engineering and construction management in its chosen fields of expertise. Looking ahead, and from my involvement across the energy sector through various Board and senior appointments, I am buoyed by Synertec’s pipeline of business opportunities that assist our growth strategy. We are confident that the Company has developed a solid strategic plan and supporting platforms to enable it to continue its growth trajectory with the ultimate objective to deliver strong shareholder returns. It is pleasing to report that the Board and management dynamic has continued to develop strongly, and we have worked cohesively over the past year to provide the business with solid leadership, as well as refine and deliver on the growth strategy. I am excited by the recent announcement of the appointment to our Board of Mr. Dennis Lin as an independent non-executive director as he brings a strong depth of experience in M&A and cross border trade and investment with Asia. Mr. Lin is well known to Synertec, having worked with us over the past year on strategic initiatives. At the same time, we also announced the pending retirement of our long-serving non-executive director, Mr. Freddie Heng. Mr. Heng has provided excellent service to the Company over many years and will retire formally at the Company’s 2019 Annual General Meeting. Mr. Lin will take on the role of Audit and Risk Committee Chair after a handover from Mr Heng. Finally, I am extremely grateful to our dedicated team, suppliers, customers and shareholders for their loyal support of Synertec. I would also like to thank my fellow Board members for their ongoing counsel, commitment and valuable contribution to the growth of the Company. BOARD CHAIR Ms. Leeanne Bond 3 SYNERTEC ANNUAL REPORT 2018 : 2019 Chevron’s Wheatstone LNG loading facility near Onslow in Western Australia, site of Synertec’s second Custody Transfer System installation. 7 MANAGING DIRECTOR’S REPORT The Company continues to deliver on its core growth objectives, resulting in record annual revenues of $24.1 million, a 111% increase on the prior year. This has resulted in a return to positive earnings, continuing strong positive operating net cash flows and no debt. I am delighted to share the Company’s 2019 Annual Report, showcasing the second year of operations since the Company successfully completed the acquisition of Synertec Pty Ltd and re-listed on the Australian Securities Exchange. This year has been pivotal in the development of Synertec and testament to the hard work by our dedicated team in ensuring our products and solutions delivered for our clients, many of which are mission-critical, are of the highest quality, while being timely and value-adding. The Company continues to deliver on its core growth objectives, resulting in record annual revenues of $24.1 million, a 111% increase on the prior year. This has resulted in a return to positive earnings before taxes depreciation and amortisation (‘EBITDA’) of $0.1m (30 June 2018; EBITDA loss of $0.3m), continuing strong positive operating net cash flows and no debt. Leading into FY19, the Group anticipated substantial growth in revenue following the award of several large and strategically important projects (as announced to the Australian Securities Exchange (ASX). While the earnings delivered did not meet our expectations, overall margins for the year are reflective of the high proportion of revenue derived from fixed price solutions and projects which had large materials procurement and construction management components typically at lower margins than our traditional engineering services consulting. However, it is important to note that the results achieved also include a substantial amount of deliberate strategic investment by Synertec in the development of new products and know-how as we work with our clients. We have been diligent in the pursuit of new opportunities in key target markets and/or with specific new strategic customers. We see the development of new products and know-how that delivers high-quality outcomes to our clients as an effective commercial approach to the execution of our growth strategy, while at the same time deepening customer relationships. As a result, I am excited about the progress of our strategic initiatives during FY2019 and their potential to deliver further significant and sustained growth into the future. I am pleased to report that this strategy is already delivering results. Our more recent blue-chip customers who we delivered significant projects to over the past year, are continuing to trust our expertise by issuing further requests for innovative solutions on complex engineering matters across their key assets. Our growth strategy has multiple initiatives. Over the FY2019 period we have explored potential high-growth avenues outside of our project work, be it through strategic collaborations with other businesses and/or complementary know-how which would deepen and expand our offering to customers. We have also continued to invest in developing our systems and people to ensure our teams and business platforms accommodate our anticipated growth. The pillars of our strategy remain steadfast with Synertec deliberately targeting complex engineering environments, with potential high risks for our customers, and typically in highly regulated industry segments both in Australia and internationally. These core markets include Liquified Natural Gas (LNG), Critical Infrastructure, Pharmaceuticals, Water and Defence. In FY2019, Synertec consolidated its growing niche position in these markets with a focus on building reputation and recognition through the delivery of projects which we believe will enable significant growth through specialisation and productisation globally. 5 SYNERTEC ANNUAL REPORT 2018 : 2019 MANAGING DIRECTOR’S REPORT ANNUAL REVENUE BY HALF YEAR ($m) AND ANNUAL GROWTH RATE (%) REVENUE BY CATEGORY ($m) & ANNUAL GROWTH RATE $25.0 $20.0 $15.0 $10.0 $5.0 $0 FY17 FY18 FY19 115% 95% 75% 55% 35% 15% -5% -25% $25.0 $20.0 $15.0 $10.0 $5.0 $0 FY17 FY18 FY19 115% 95% 75% 55% 35% 15% -5% -25% 1H 2H REVENUE GROWTH ENGINEERING SERVICES REVENUE GROWTH FIXED PRICE PROJECTS & TRANSFER OF GOODS I am proud to report that key project successes during the year included delivery of automated integrated control systems on Jemena’s Northern Gas Pipeline, the Metro Trains Melbourne brownfield tunnel safety system upgrade, the Cross Yarra Partnership’s interim design of tunnel ventilation and building management systems, and the design and construction management of a significant berth expansion at Newcastle Port shipping terminal; all of which involved high quality products delivered on time and on budget for our customers. The design and construction of a large state-of-the-art pharmaceutical manufacturing facility in Victoria, Australia, continues to progress as planned. This customer is one of the largest vaccine manufacturers in the world and this facility represents their Global Centre of Excellence for this product. This complex and highly regulated project is one which Synertec is uniquely positioned to deliver. This solidifies Synertec’s reputation as a leading Australian provider of specialised and innovative engineering products and solutions in its chosen fields with the ability to compete globally. Synertec is well positioned to continue its expansion, with a strong pipeline of potential contracts with both repeat and new clients. Over many years now, Synertec has continued to consistently deliver around 70% of its revenue from its existing blue-chip customer base. Importantly, the Company is excited by the development and earnings potential of its “productised IP” in generating higher margin future business in key target markets which have many years of investment to come, providing Synertec with significant growth potential and best-in-class industry margins. I am especially excited by the steep trajectory of major investment planned over the next 5-10 years in the LNG and critical infrastructure industries, both domestically and in- ternationally. Synertec has been specifically targeting these industries with its proven proprietary products and solutions, including our advanced integrated control systems (focussed on human safety and mission critical functionality) and our fiscal custody transfer systems (for precise measurement of quality and volume of gas, oil and related products). We are constantly working on a strategy of substantially improving margins and efficiencies as this type of productised IP begins to account for a greater share of revenue. This strategy is underpinned by a cycle of establishing and deepening customer relationships through fit-for-purpose solutions, incorporating strategic innovation, followed by replication, expansion and enhanced offerings. With tailwind exposure across these industries, and dedication to ongoing innovation, we anticipate Synertec’s effective evolution and growth path will continue. Across the critical infrastructure sector of rail in Australia alone, there are tens of billions of dollars committed to major projects, all of which have a requirement for systems like those we have successfully designed and implemented for our existing customers. In LNG, the world is fast approaching another point of inflexion with demand overtaking supply in the next few years as countries like China aggressively pursue cleaner and more efficient energy sources, becoming the world’s largest importer of LNG. Synertec is now extremely well-positioned with its first-hand experience of solving mission-critical engineering challenges presented within new and brownfield LNG facilities and the transportation and trade of gas and its by-products. 6 TOTAL CASH, OPERATING NET CASH FLOWS & CURRENT RATIO $7.0 $6.0 $5.0 $4.0 $3.0 $2.0 $1.0 $0 -$1.0 -$2.0 FY17 FY18 FY19 TOTAL CASH CURRENT RATIO OPERATING NET CASHFLOWS 2.0 1.8 1.6 1.4 1.2 1.0 I believe our new Board appointment of Mr. Dennis Lin deepens our experience in dealing with the Asian markets, particularly China, and provides a strong channel of advice when it comes to exploring strategic alliances. Having worked closely with Mr. Lin over the past year on various strategic initiatives, I am confident his appointment will contribute to be a step-change in the development and growth of Synertec, and a maturing of our company within the capital markets. I am very grateful to Mr. Freddie Heng for his service and guidance to Synertec and wish him well in his other pursuits following his retirement from the Board of Synertec at our AGM in November 2019. Importantly, I would like to thank our dedicated team of talented people for their outstanding efforts in helping Synertec achieve a record year in terms of both revenue and the successful and safe execution of so many substantial and strategically important projects. I am also very grateful to our loyal customers, suppliers and shareholders for their continued support of Synertec. MANAGING DIRECTOR Mr. Michael Carroll 7 SYNERTEC ANNUAL REPORT 2018 : 2019 SYNERTEC BOARD MEMBERS Ms. Leeanne Bond Independent Non-Executive Director Chair of Board (and Nomination & Remuneration Committee) Ms. Bond is an executive and professional company director with Board roles in the energy, water and engineering services industries. She has qualifications in engineering and management, and 30 years’ experience across a broad range of industrial sectors including energy, minerals, infrastructure and water. From 1996 to 2006 Ms. Bond held a number of management roles with Worley in Queensland, including General Manager (Qld, NT and PNG), where she negotiated project alliances and supervised contracts and projects with many Australian and international companies. Ms. Bond was appointed Executive for Diversity & Inclusion at Downer EDI in December 2017. Ms. Bond is a non-executive director of Liquefied Natural Gas Limited (ASX: LNG) and Snowy Hydro Limited. She is also a non-executive director of JKTech, a company wholly owned by the University of Queensland and a board member of the Clean Energy Finance Corporation. She is the sole director and owner of Breakthrough Energy Pty Ltd, a project and business development consulting firm. She has previously held board positions on a number of water and energy businesses, including Tarong Energy and the Queensland Bulk Water Supply Authority (Seqwater) and was Chair of Brisbane Water. Mr. Michael Carroll Managing Director Mr. Carroll is a founding principal and Managing Director of Synertec and a significant beneficial owner of Synertec. He has successfully grown the business of Synertec since it was first established in 1996. His leadership style is ‘hands-on’ and visionary, ensuring efficient and robust internal processes that directly support the strategic direction of Synertec. As Managing Director of Synertec, Mr. Carroll has negotiated complex agreements with a range of parties, such as large multinational energy conglomerates, water utilities, defence and pharmaceutical companies. Mr. Carroll has direct experience within the Asian engineering market, having established and sold successful companies in both Singapore and Malaysia. Mr. Carroll is a member of the Institute of Company Directors and holds a Degree in Applied Science (Applied Chemistry) and a postgraduate qualification in Chemical Engineering. 8 Mr. Kiat Poh Independent Non-Executive Director Mr. Poh holds a Certified Diploma in Accounting and Finance from ACCA, UK, a Diploma in Management Studies from the Singapore Institute of Management, and a Diploma in Civil Engineering from Singapore Polytechnic. Mr. Poh has over 30 years’ experience at the senior management level in the construction, real estate development, manufacturing industries and financial markets. Over the years, he also held senior positions in corporate finance and mezzanine capital investment companies in Malaysia specialising in investments as well as mergers and acquisitions. From 1998 to 2005, Mr. Poh was Managing Director of a Singapore Exchange listed company. Since 2005, Mr. Poh has been managing a Singapore-based investment advisory company that focuses on participating in strategic stakes in listed companies. Since May 2008, he has been a Non-Executive Director of Centrex Metals Limited, a company listed on the ASX. Mr. Kim Chuan Freddie Heng Independent Non-Executive Director, (Chair of Audit & Risk Management Committee) Mr. Heng is a Chartered Accountant and holds a BSc (Economics) from the London School of Economics. He has also worked with an international accounting firm in London and Singapore. From 1992 to 2000, Mr. Heng was an Executive Director (Finance) in a Singapore Exchange listed company. During that period, he oversaw the structuring of four oil pipeline and storage depot projects in Indonesia. He also oversaw the successful issue of floating rate notes to financial institutions in East Asia to fund the first of those projects. Since 2000, Mr. Heng has pursued his own interests in investments, primarily with listed companies. Mr. Heng is currently a Director of Noel Gifts International Limited- a company listed on the Singapore Exchange, TMC Life Sciences Berhad - a company listed on the Kuala Lumpur Exchange and Thomson Medical Group Limited (formerly known as Rowsley Ltd), listed on the Singapore Exchange. Mr. David Harris Company Secretary Mr. Harris is an Australian Chartered Accountant and fellow of the Financial Services Institute of Australasia and the Governance Institute of Australia, and a member of the Australian Institute of Company Directors. He has strong local and international experience in senior leadership positions for global and ASX-listed companies and is also an experienced Board member and Audit Risk Committee Chair. Mr. Harris is also the Chief Financial Officer of Synertec. 9 SYNERTEC ANNUAL REPORT 2018 : 2019 10 SYNERTEC CORPORATION LIMITED ARBN 161 803 032 [ASX:SOP] Financial Report FOR THE FINANCIAL YEAR ENDED 30:06:2019 8 SYNERTEC ANNUAL REPORT 2018 : 2019 Corporate Directory Directors Company Secretary Principal registered office in Bermuda Registered agent office in Australia Share registry Auditor Ms. Leeanne Bond (Chair) Mr. Michael Carroll (Managing Director) Mr. Kiat Poh (Non-executive Director) Mr. Kim Chuan Freddie Heng (Non-executive Director) Mr. David Harris Level 1, 57 Stewart Street Richmond, VIC 3121 Clarendon House 2 Church Street Hamilton HM11 Bermuda Synertec Corporation Limited Level 1, 57 Stewart Street Richmond, VIC 3121 Australia Telephone: +(61 3) 9274 3000 Boardroom Pty Limited Grosvenor Place Level 12, 225 George Street Sydney, NSW 2000 Australia Telephone: 1300 737 760 (within Australia) +(61 2) 9290 9600 (outside Australia) Facsimile: +(61 2) 9290 9655 Grant Thornton Audit Pty Ltd Collins Square Tower 5 727 Collins Street Melbourne VIC 3008 Australia Stock exchange listing Synertec Corporation Limited shares and options are listed on the Australian Securities Exchange (ASX) ASX Code: SOP (fully paid ordinary shares) SOPOA (options) Website address www.synertec.com.au SYNERTEC ANNUAL REPORT 2018 : 2019 12 Synertec Corporation Limited Directors’ Report 30 June 2019 The Directors present their report together with the financial statements of the consolidated entity for the year ended 30 June 2019. 1. Directors The following persons were directors of Synertec Corporation Limited during or since the end of the financial year and up to the date of this report: - Ms. Leeanne Bond - Mr. Michael Carroll - Mr. Kiat Poh - Mr. Kim Chuan Freddie Heng 1.1 Information on Directors MS. LEEANNE BOND – Non-Executive Director, Chair Ms. Bond is an executive and professional company director with Board roles in the energy, water and engineering services industries. She has qualifications in engineering and management, and 30 years’ experience across a broad range of industrial sectors including energy, minerals, infrastructure and water. From 1996 to 2006 Ms. Bond held a number of management roles with Worley in Queensland, including General Manager (Qld, NT and PNG), where she negotiated project alliances and supervised contracts and projects with many Australian and international companies. Ms Bond was appointed Executive for Diversity & Inclusion at Downer EDI in December 2017. Ms. Bond is a non-executive director of Liquefied Natural Gas Limited (ASX: LNG) and Snowy Hydro Limited. She is also a non-executive director of JKTech, a company wholly owned by the University of Queensland and a board member of the Clean Energy Finance Corporation. She is the sole director and owner of Breakthrough Energy Pty Ltd, a project and business development consulting firm. She has previously held board positions on a number of water and energy businesses, including Tarong Energy and the Queensland Bulk Water Supply Authority (Seqwater) and was Chair of Brisbane Water. MR. MICHAEL CARROLL – Executive Director Mr. Carroll is a founding principal and Managing Director of Synertec and a significant beneficial owner of Synertec. He has successfully grown the business of Synertec since it was first established in 1996. His leadership style is “hands on” and visionary, ensuring efficient and robust internal processes that directly support the strategic direction of Synertec. As Managing Director of Synertec, Mr. Carroll has negotiated complex agreements with a range of parties, such as large multinational energy conglomerates, water utilities, defence and pharmaceutical companies. Mr. Carroll has direct experience within the Asian engineering market, having established and sold successful companies in both Singapore and Malaysia. Mr. Carroll is a member of the Institute of Company Directors and holds a Degree in Applied Science (Applied Chemistry) and a post graduate qualification in Chemical Engineering. MR. KIAT POH - Non-Executive Director Mr. Poh holds a Certified Diploma in Accounting and Finance from ACCA, UK, Diploma in Management Studies from the Singapore Institute of Management, and a Diploma in Civil Engineering from Singapore Polytechnic. Mr. Poh has over 30 years’ experience at senior management level in the construction, real estate development, manufacturing industries and financial markets. Over the years, he also held senior positions in corporate finance and mezzanine capital investment companies in Malaysia specialising in investments as well as mergers and acquisitions. From 1998 to 2005, Mr. Poh was Managing Director of a Singapore Exchange listed company. Since 2005, Mr. Poh has been managing a Singapore-based investment advisory company that focuses on participating in strategic stakes in listed companies. Since May 2008, Mr. Poh has been a non-executive director of Centrex Metals Limited, a company listed on the ASX. 13 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Directors’ Report 30 June 2019 1. Directors (continued) 1.1 Information on Directors (continued) MR. KIM CHUAN FREDDIE HENG - Non-Executive Director Mr. Heng is a Chartered Accountant and holds a BSc (Economics) from the London School of Economics. He has worked with an international accounting firm in London and Singapore. From 1992 to 2000, Mr. Heng was an Executive Director (Finance) in a Singapore Exchange listed company. During that period, he oversaw the structuring of four oil pipeline and storage depot projects in Indonesia. He also oversaw the successful issue of floating rate notes to financial institutions in Asia to fund the first of those projects. Since 2000, Mr. Heng has pursued his own interests in investments, primarily in listed companies. Mr. Heng is currently a director of Noel Gifts International Limited, a company listed on the Singapore Exchange, TMC Life Sciences Berhad, a company listed on the Kuala Lumpur Exchange and Thomson Medical Group Limited (formerly known as Rowsley Ltd), listed on the Singapore Exchange. 1.2 Directors’ interest in shares and options Non-Executive Directors: Leeanne Bond (Chair) Kiat Poh Kim Chuan Freddie Heng Executive Directors: Michael Carroll (Managing Director Interest in Ordinary Shares Interest in Options 2,185,576 2,423,417 2,176,433 - - 435,287 94,796,992 - Mr. Carroll is the beneficial owner of 52.1% of the benefits and rights in the Pinnacle (MCGA) Retirement Fund, which in turn owns 100% of the ordinary shares in New Concept Corporation Limited. New Concept Corporation Limited is the registered holder of 94,796,992 shares (43.0% of total shares) in Synertec Corporation Limited. 2. Principal activities Synertec is a provider of engineering products and solutions which typically incorporate complex automated and highly instrumented systems and processes designed to enhance clients’ productivity, efficiency and safety. These services are provided across Australia and overseas through offices in Melbourne and Perth. 3. Significant changes in the state of affairs No signifcant changes noted in the year ended 30 June 2019. During the year ended 30 June 2018, Synertec Corporation Limited completed the acquisition of Synertec Pty Ltd on 8 August 2017. As a result of the acquisition, the former shareholders of Synertec Pty Ltd effectively obtained control of the combined entity. Accordingly, under the principles of the International Financial Reporting Standard (IFRS) IFRS 3 ‘Business Combinations’, Synertec Pty Ltd was deemed to be the accounting acquirer in this transaction. The acquisition was accounted for as a reverse acquisition by which Synertec Pty Ltd acquired the net assets and listing status of Synertec Corporation Limited. For accounting purposes, the acquisition has been treated as a share-based payment using the reverse acquisition principles of the business combination accounting standard. Accordingly, the consolidated financial statements of Synertec Corporation Limited have been prepared as a continuation of the consolidated financial statements of Synertec Pty Ltd. SYNERTEC ANNUAL REPORT 2018 : 2019 14 Synertec Corporation Limited Directors’ Report 30 June 2019 4. Review of operations and results of those operations Continuing operations PROFIT AND LOSS PERFORMANCE Revenue and Costs In FY19, Synertec Corporation Limited (“Synertec” or the “Group”) achieved record revenue of $24.1 million (30 June 2018: $11.4 million), growing 111% on the prior year, as well as an improved earnings performance and continued strong net positive operating cash flows - while continuing its strong track-record as a multidisciplined and integrated business, delivering end-to-end proprietary products and solutions. This record revenue and growth in FY19 demonstrates the Group’s ability to successfully and simultaneously deliver large projects in target industries across a blue-chip customer base and continue the trend over many years of delivering around 70% of work from repeat clients and improved project diversification. Leading into FY19, the Group anticipated substantial growth in revenue following the award of several large and strategically important projects which were announced to the ASX over the past two years. These projects have delivered advanced integrated control systems, custody transfer solutions and innovative and practical design and construction management, including: • Jemena’s Northern Gas Pipeline: Design, supply and commission the control safety system. • Metro Trains Melbourne: Critical fire and life system upgrade of the Melbourne Underground Rail Loop (MURL) • Melbourne’s Cross Yarra Partnership (CYP) underground rail infrastructure project: interim design for the Tunnel Ventilation Control System (TVCS) and Building Management System (BMS) • Newcastle Shipping Terminal Expansion: Berth pipeline relocation for Koppers Carbon Materials & Chemicals and Stolthaven Terminals Pty Ltd Contracted work and services contracts with many long-term customers continued successfully during the year. The design and construction of a large state-of-the-art pharmaceutical manufacturing facility in Victoria, Australia, continues to progress as planned. This customer is one of the largest vaccine manufacturers in the world and this facility represents their Global Centre of Excellence for this product. This complex and highly regulated project is one which Synertec is uniquely positioned to deliver. From the core growth strategy developed several years ago of deliberately targeting industry segments with high barriers to entry and projects with high risks for clients, the Group continued to invest during the year in further refinement of the strategy and development of skills, solutions and products to more significantly advance delivery of growth to shareholders. In some cases, this investment was deliberately embedded within a project to ensure a commercial approach to innovation and developing know-how which could be leveraged by Synertec across new clients, industries and/or geographies. Whilst FY19 did not deliver on management’s expectations in terms of earnings, it was a significant improvement on the prior year and Synertec’s customers, Board and management were pleased and excited by the quality of projects delivered. Margins this year are reflective of the proportion of revenue from Fixed Price Solutions and Engineering Services respectively. Fixed Price Solutions revenue of $21.1 million (30 June 2018: $7.9 million) has grown by 2.7 times the revenue produced for this category in the prior year and represents 88% of total revenue. This category incorporates a large proportion of materials procured on behalf of clients for projects and on-charge of these items at a substantially lower selling margin than typical high-end engineering services. Engineering Services revenue was $3.1 million (30 June 2018: $3.5 million). The Group’s operations continued to diversify as planned and place the Group in a position to continue expansion over the next few years based on improving market conditions and increasing enquiry for its products and solutions. The Board and management believe this will foster sustainability and improved quality in earnings during this important phase in Synertec’s growth. As Synertec continues to evolve, there remains a few basic principles the Group continues to follow: • Preserve balance sheet strength; • High-quality, timely, sustainable and profitable delivery to our customers; • Invest in people, capability and strategic growth opportunities; and • Focus on costs at every level in the business. While the Group has continued to control overheads and the operating cost base of the business has remained relatively stable over the past few years, during the year the Group investigated and invested in several potential high-growth strategic opportunities, the costs of which are included in other expenses. The tax deductibility of some of these costs is required to be apportioned over five years or considered capital in nature for tax purposes, and not deductible in the current financial year. The solid operating platforms of the business are being optimised to further leverage technology, strengthen project management and accommodate anticipated growth in activity so it can continue to support expansion from current revenue levels. 15 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Directors’ Report 30 June 2019 4. Review of operations and results of those operations (continued) Continuing operations (continued) PROFIT AND LOSS PERFORMANCE (CONTINUED) Earnings The Group delivered a small operating net loss before tax and net finance costs of $36 thousand (30 June 2018: $479 thousand). The total net loss after tax of the Group from its continuing operations for the year was $85 thousand (30 June 2018: $5,060 thousand). The 2018 result includes significant costs associated with the acquisition of Synertec Pty Ltd and ASX re-listing process completed in August 2017. In Australian dollars ($’000’s) Profit / (loss) before tax, net finance costs, depreciation, corporate transaction costs & implementation of new accounting standards Implementation of new accounting standards Depreciation Corporate transaction costs Results from operating activities Net finance (costs) / income Income tax (expense) / benefit Loss from operations after tax Listing expense Loss from continuing operations Loss from discontinued operations Total comprehensive income for the year 30 June 2019 30-Jun-18 131 (40) (128) - (36) (17) (31) (85) - (85) (12) (97) (337) - (95) (47) (479) 36 105 (338) (4,722) (5,060) (3,395) (8,455) Several new accounting standards became effective for the Group during the year, most notably the implementation of IFRS 15 Revenue from Contracts with Customers, which replaced IFRS 118 Revenue, IFRS 111 Construction Contracts and several revenue-related accounting Interpretations. The impact on the results for this period which would otherwise have been reported, from the implementation of IFRS 15, was a decrease in revenue of $53 thousand and decrease in profit of $40 thousand. There was no impact on the Group’s cash flows. Statement of Profit or Loss and Other Comprehensive Income (Extract) (Continuing operations) In Australian dollars (‘000’s) Revenue Costs of sales and operating expenses Results from operating activities Net finance costs Income tax expense Total comprehensive loss for the period Amounts under IFRS 118 & 111 Adoption of IFRS 15 Amounts under IFRS 15 24,202 (24,199) 3 (17) (31) (45) (53) 13 (40) - - (40) 24,149 (24,186) (36) (17) (31) (85) SYNERTEC ANNUAL REPORT 2018 : 2019 16 Synertec Corporation Limited Directors’ Report 30 June 2019 4. Review of operations and results of those operations (continued) FINANCIAL POSITION The Group’s balance sheet remains strong, closing the year with net assets of $5.2 million (30 June 2018: $5.3 million), including total cash of $5.8 million (30 June 2018: $5.0 million). This includes $4.3 million in cash available to operations (30 June 2018: $3.5 million) and $1.5 million in cash on term deposit (30 June 2018: $1.5 million) as security for the bank guarantee facility. The business continues to operate with no debt. It is this fiscal discipline which the Board and management consider important and appropriate for the current engineering environment and to deliver on the strategy and projected growth for the Group. Net cash generated from operations during the year of $0.8 million (2018: $1.0 million) maintains the Group’s strong level of working capital. Contracts continue to be structured and working capital managed to ensure future cash flows are well coordinated. This is evident in the contract liabilities balance of $0.3m (30 June 2018: $2.7 million) which has reduced by $2.4 million over the course of the year as planned, with the delivery of large key projects, some of which provided substantial upfront funding for procurement of major components and engagement of key suppliers. Discontinued operations During the year, the Group completed the formalities required for the dissolution and wind-up of legacy non-core mining-related entities; Synergy Metals Pty Ltd (incorporated in Australia) and SML Resources Limited (incorporated in British Virgin Islands). This completes the Group’s corporate reorganisation activities planned as part of the ASX-relisting in 2017, providing an efficient structure for the Group going forward. 5. Litigation There has been no litigation in the year and to the best of the Directors’ knowledge there are no circumstances that would give rise to any potential litigation relating to this same period. 6. Dividends There were no dividends paid, declared or recommended during the current or previous financial period. 7. Subsequent events No matter or circumstance has arisen since 30 June 2019 that has significantly affected or may significantly affect the Group’s operations, the results from those operations, or the Group’s state of affairs in future years. 8. Likely developments Aside from the subsequent events noted above, it is not foreseen that the Group will undertake any change in its general operations during the coming financial period. 9. Environmental legislations The Group’s operations are not subject to significant environmental regulations under both Commonwealth and State legislation. 10. Company Secretary Mr. David Harris is Company Secretary and Chief Financial Officer of Synertec Corporation Limited. Mr. Harris is an Australian Chartered Accountant and fellow of the Financial Services Institute of Australasia and the Governance Institute of Australia, and a member of the Australian Institute of Company Directors. He has strong local and international experience in senior leadership positions for global and ASX-listed companies and is also an experienced Board member and Audit Risk Committee Chair. 17 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Directors’ Report 30 June 2019 11. Directors’ Meetings The number of meetings of the Company’s Board of Directors (“the Board”) and of each Board committee held during the period 1 July to 30 June 2019, and the number of meetings attended by each Director were: Board Meetings Audit and Risk Nomination and Committee Remuneration Committee Directors Leeanne Bond Michael Carroll Kiat Poh Kim Chuan Freddie Heng Others David Harris - CFO/Company Secretary A 8 8 8 8 8 B 8 8 8 8 8 A 3 3 3 3 3 B 3 3 3 3 3 A 3 3 3 3 3 B 3 3 3 3 3 Where: • column A is the number of meetings the Director was entitled to attend • column B is the number of meetings the Director attended 12. Unissued shares under option Under the Prospectus issued by the Company in June 2017, and following the successful execution of the Share Sale Agreement with Synertec Pty Ltd on 8 August 2017, the Company issued 16,175,970 bonus options to existing shareholders (options record date: 26 June 2017). The options have an exercise price of $0.053 and are exercisable on or before 8 August 2020. No shares have been issued during or since the end of the financial year as a result of the exercise of any options. No other options have been granted or exercised. 13. Remuneration report The remuneration report details the key management personnel remuneration arrangements for the consolidated entity. Key management personnel are those persons having authority for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: • Principles used to determine the nature and amount of remuneration • Details of remuneration • Additional disclosures relating to key management personnel SYNERTEC ANNUAL REPORT 2018 : 2019 18 Synertec Corporation Limited Directors’ Report 30 June 2019 13. Remuneration report (continued) Principles used to determine the nature and amount of remuneration The objective of the consolidated entity’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for the shareholders. The Board of Directors (“the Board”) ensures that executive reward satisfies the following key criteria for good reward governance practices: • competitiveness and reasonableness • acceptability to shareholders • performance linkage/alignment of executive compensation • transparency The Board has established a Nomination and Remuneration Committee which operates in accordance with its charter as approved by the Board and is responsible for determining and reviewing compensation arrangements for the Directors and the Executive Team. The Nomination and Remuneration Committee assess the appropriateness of the nature and amount of remuneration on a periodic basis by reference to recent employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and Executive Team. The Group seeks to remunerate Directors and executives in accordance with the general principles recommended by the ASX. The Group is committed to remunerating executives in a manner that is market-competitive, reflects duties and supports the interests of shareholders. The reward framework is designed to align executive reward to shareholders’ interest. The Board have considered that it should seek to enhance shareholders’ interests by: • focusing on sustained growth in shareholder wealth, consisting of growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and • attracting and retaining high calibre executives. Additionally, the reward framework should seek to enhance executives’ interests by: • rewarding capability and experience; • reflecting competitive reward for contribution to growth in shareholder wealth; and • providing a clear structure for earning rewards. In accordance with best practice corporate governance, the structure of non-executive directors and executive remuneration is separate. Non-executive directors’ remuneration Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors’ fees and payments are reviewed by the Board as a whole. ASX Listing rules require that the aggegate non-executive directors’ remuneration shall be determined periodically by a general meeting. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. 19 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Directors’ Report 30 June 2019 13. Remuneration report (continued) Details of remuneration Amounts of remuneration Details of remuneration of key management personnel of the consolidated entity are set out in the following tables. 2019 Non-Executive Directors Leeanne Bond* Kiat Poh** Kim Chuan Freddie Heng Short-term benefits Post-employment Long-term benefits benefits Cash salary and fees Bonus Superannuation Long service leave Total $ $ $ $ $ 85,000 50,000 50,000 - - - - - - - - - 85,000 50,000 50,000 Executive Directors Michael Carroll (Managing Director) 322,240 - 31,415 3,855 357,510 Other Key Management Personnel Joern Buelter - COO David Harris - CFO/Company Secretary*** 174,254 288,844 Total remuneration of key management personnel 970,338 - - - 16,459 26,364 6,142 2,129 196,855 317,337 74,238 12,126 1,056,702 * This was paid to Breakthrough Energy Pty Ltd ** This was paid to Asiaphere Pty Ltd *** David Harris was appointed as CFO, on a part time basis, in July 2017 and in addition to this role has assumed the role of Company Secretary as from 16 April 2018. Subsequently, David Harris’ appointment changed to full time from 1 January 2019. Short-term benefits Post-employment Long-term benefits benefits 2018 Cash salary and fees Bonus Superannuation Long service leave Total $ $ $ $ $ Non-Executive Directors Leeanne Bond (appointed 08.08.2017)* Kiat Poh** Kim Chuan Freddie Heng Shaw Pao Sze (resigned 08.08.2017) Executive Directors Michael Carroll (Managing Director) 76,422 48,333 47,392 5,475 - - - - - - - - - - - - 76,422 48,333 47,392 5,475 320,170 - 28,838 11,147 360,155 Other Key Management Personnel Joern Buelter - COO David Harris - CFO/Company Secretary*** 158,871 141,763 Total remuneration of key management personnel 798,426 - - - 14,963 13,467 5,297 572 179,131 155,802 57,268 17,016 872,710 SYNERTEC ANNUAL REPORT 2018 : 2019 20 Synertec Corporation Limited Directors’ Report 30 June 2019 13. Remuneration report (continued) Additional disclosures relating to key management personnel (continued) Shareholding The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Non-Executive Directors Leeanne Bond1 Kiat Poh2 Kim Chuan Freddie Heng3 Executive Directors Michael Carroll (Managing Director)4 Other Key Management Personnel Joern Buelter - COO David Harris - CFO/Company Secretary5 Balance at Received as part of remuneration 1 July 2018 Additions/ Bonus (Disposals) Options Balance at 30 June 2019 - 2,423,417 2,176,433 - - - 2,185,576 - - - - - 2,185,576 2,423,417 2,176,433 98,796,992 - (4,000,000) - 94,796,992 250,000 - - - - 1,384,531 - - 250,000 1,384,531 Notes: 1. Shares held by Bondatron Pty Ltd ATF Bondatron Super Fund A/C. 2. Share/options held by Kiat Poh and joint names under Kiat Poh & Ju-Lynn Poh. 3. Share/options held by HSBC Custody Nominees (Australia) Limited. 4. Shares held by New Concept Corporation Limited (”New Concept”) in which Michael Carroll is considered to have 52% interest in the shares in New Concept. All the issued share capital of New Concept is beneficially owned by TMF Trustees Singapore Limited as trustee of the Pinnacle (MCGA) Retirement Fund. Mr. Carroll has not disposed of any shares in which he has a direct beneficial interest during the year and up to the date of this report. 5. Shares/options held by DDGG Harris Holdings Pty Ltd ATF DDGG Harris Superannuation Fund. Options held by key management personnel Balance at Received as part of remuneration 1 July 2018 Additions/ Bonus (Disposals) Options Balance at 30 June 2019 Non-Executive Directors Leeanne Bond Kiat Poh2 Kim Chuan Freddie Heng3 Executive Directors Michael Carroll (Managing Director) Other Key Management Personnel Joern Buelter - COO David Harris - CFO/Company Secretary5 - 484,683 435,287 - - - - - - - - - - (484,683) - - - - - - 435,287 - - - 359,813 - - - - 359,813 A bonus issue of one (1) Option (Bonus Option) for every five (5) Shares held by the Existing Shareholders of Synertec Corporation Ltd (formerly SML Corporation Limited) for nil consideration was issued on 8 August 2017, being the date of completion of the sale transaction between Synertec Corporation Limited (formerly SML Corporation Limited) and Synertec Pty Ltd. Each Bonus Option entitles the holder to subscribe for one Share and is exercisable at $0.053 on or before 3 years from the date of issue of the Bonus Options (8 August 2020). 21 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Directors’ Report 30 June 2019 13. Remuneration report (continued) Additional disclosures relating to key management personnel There were no other transactions with key management personnel during the year. 14. Indemnities given to, and insurance premiums paid for, officers and auditors Officers During the year, Synertec Corporation Limited paid a premium to insure officers of the Group. The officers of the Group covered by the insurance policy include all Directors. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause detriment to the Group. Details of the amount of the premium paid in respect of insurance policies are not disclosed as such disclosure is prohibited under the terms of the contract. The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify any current or former officer of the Group against a liability incurred as such by an officer. Auditors The Group has not agreed to indemnify the auditor of the Group and any related entity against a liability incurred by the auditor. During the financial year, the Group has not paid a premium in respect of a contract to insure the auditor of the Group or any related entity. 15. Auditor Grant Thornton Audit Pty Ltd continues in office. 16. Officers of the Group who are former audit partners of auditor There are no officers of the Group who are former audit partners of Grant Thornton Audit Pty Ltd. 17. Non-audit services During the year, the firm of Grant Thornton, the Group’s auditors, performed certain other services in addition to their statutory audit duties. The Board has considered the non-audit services provided during the year by the auditor and, in accordance with written advice provided by resolution of the Audit and Risk Committee, is satisfied that the provision of those non-audit services during the year is compatible with, and did not compromise, the auditor independence requirements for the following reasons: • all non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Audit and Risk Committee to ensure they do not impact upon the impartiality and objectivity of the auditor, and • the non-audit services do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards Details of the amounts paid to the auditors of the Group, Grant Thornton, and its related practices for audit and non-audit services provided during the year are set out in Note 23 to the financial statements. 18. Proceedings on behalf of the Group No person has applied to the Court for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings. This report is made in accordance with a resolution of directors. For and on behalf of the Directors, Mr. Michael Carroll Managing Director Melbourne 26 August 2019 SYNERTEC ANNUAL REPORT 2018 : 2019 22 Synertec Corporation Limited Corporate Governance Report 30 June 2019 The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such, Synertec Corporation Limited and its controlled entities (the Group) have adopted the third edition of the Corporate Governance Principles and Recommendations which was released by the ASX Corporate Governance Council on 27 March 2014 and became effective for financial years beginning on or after 1 July 2014. The Group’s Corporate Governance Statement for the financial year ending 30 June 2019 is dated as at 30 June 2019 and was approved by the Board on 26 August 2019. The Corporate Governance Statement is available on the Synertec Corporation Limited website www.synertec.com.au. 23 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2019 In Australian dollars Continuing operations Revenue Revenue Other income Expenses Materials and service expense Employee benefits expense Superannuation expense Depreciation and amortisation expense Occupancy expenses Business development expense IT and telecommunication costs Legal and professional fees Other expenses Loss on disposal of motor vehicles Directors fees Corporate transaction costs Results from operating activities Interest income Finance costs Net finance (costs)/income Loss before tax Income tax (expense)/benefit Loss from operations Listing expense Loss for the period from continuing operations Discontinued operations Loss from discontinued operations Other comprehensive income for the year, net of tax Total comprehensive income for the year Earnings per share (cents) Basic loss per share - from continuing operations Diluted loss per share - from continuing operations Note 30 June 2019 30 June 2018 6 24,149,105 8,656 11,432,670 - (14,862,341) (6,986,918) (579,804) (127,562) (224,051) (262,272) (187,970) (114,936) (652,519) (10,834) (185,000) - (36,446) 34,520 (51,801) (17,281) (53,727) (31,118) (84,845) - (84,845) (4,394,924) (5,543,144) (470,497) (95,199) (180,829) (329,460) (136,838) (169,919) (371,107) - (172,576) (47,414) (479,237) 64,862 (28,988) 35,874 (443,363) 105,383 (337,980) (4,722,112) (5,060,092) (12,002) - (96,847) (3,395,147) - (8,455,239) (0.04) (0.04) (2.45) (2.45) 7 8(i) 20 21 19 19 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes SYNERTEC ANNUAL REPORT 2018 : 2019 24 Synertec Corporation Limited Consolidated Statement of Financial Position As at 30 June 2019 In Australian dollars Assets Cash and cash equivalents Trade and other receivables Other assets Contract assets Current tax assets Total current assets Non-current assets Net deferred tax assets Other assets Property, plant and equipment Total non-current assets Total assets Liabilities Trade and other payables Warranty provision Employee benefits Contract liabilities Total current liabilities Non-current liabilities Employee benefits Total non-current liabilities Total liabilities Net assets Equity Issued capital Retained earnings Total equity Note 30 June 2019 30 June 2018 9 10 11 12 8 11 13 14 15 16 15 17 4,336,500 1,541,861 231,383 1,373,049 14,188 7,496,981 502,893 1,500,000 262,349 2,265,242 9,762,223 3,548,855 39,709 479,903 345,477 4,413,944 99,751 99,751 4,513,695 3,509,672 3,515,042 162,553 1,949,536 98,403 9,235,206 435,609 1,514,552 409,071 2,359,232 11,594,438 2,929,479 - 513,993 2,742,698 6,186,170 62,893 62,893 6,249,063 5,248,528 5,345,375 641,113 4,607,415 5,248,528 641,113 4,704,262 5,345,375 The above statement of financial position should be read in conjunction with the accompanying notes 25 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Consolidated Statement of Changes in Equity For the year ended 30 June 2019 In Australian dollars Note Issued Other Retained Total capital contributed earnings $ $ $ $ equity Balance at 1 July 2017 Loss for the year - continued operations Loss for the year - discontinued operations Other comprehensive income Total comprehensive income Issue of share capital to the Vendors for the acquisition of Synertec Pty Ltd Shares issued pursuant to the Share Offer Shares issued to Advisor for services related to the acquisition Capital raising costs Net proceeds paid to Redemption Note holders from Sale of Mining Assets Consolidation of reserves and equity Balance at 30 June 2018 Balance at 1 July 2018 Loss for the year - continued operations Loss for the year - discontinued operations Other comprehensive income Total comprehensive income 950 - - - - 132,904 - - - - 6,648,909 (5,060,092) (3,395,147) - (8,455,239) 6,782,763 (5,060,092) (3,395,147) - (8,455,239) 3,235,194 750,000 650,000 (413,531) - - - - - - - - 3,235,194 750,000 650,000 (413,531) (3,581,500) - 641,113 - (132,904) - - 6,510,592 4,704,262 (3,581,500) 6,377,688 5,345,375 641,113 - - - - - - - - - 4,704,262 (84,845) (12,002) - (96,847) 5,345,375 (84,845) (12,002) - (96,847) Balance at 30 June 2019 641,113 - 4,607,415 5,248,528 The above statement of changes in equity should be read in conjunction with the accompanying notes SYNERTEC ANNUAL REPORT 2018 : 2019 26 Synertec Corporation Limited Consolidated Statement of Cash Flows For the year ended 30 June 2019 In Australian dollars Cash flows from operating activities Cash receipts from customers Cash paid to suppliers and employees Cash generated from operations Interest received Income taxes paid Net cash from operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment Receipt/(payment) of funds on term deposit Tenement rent refunded Proceeds from disposal of discontinued operations Redemption notes payment Acquisition of property, plant and equipment Net cash from/(used in) investing activities Cash flows from financing activities Payment of finance lease liabilities Net cash used in financing activities Note 30 June 2019 30 June 2018 9A(i) 26,850,590 (26,045,040) 805,550 34,520 (14,187) 825,883 116,220 14,552 - - - (129,827) 945 - - 826,828 3,509,672 4,336,500 13,389,612 (11,982,406) 1,407,206 86,510 (501,333) 992,383 - (839,976) 118,379 3,500,000 (3,581,360) (135,022) (937,979) (17,569) (17,569) 36,835 3,472,837 3,509,672 Net increase in cash and cash equivalents Cash and cash equivalent at beginning of the year Cash and cash equivalents at end of the year 9A(iii) The above statement of cash flows should be read in conjunction with the accompanying notes 27 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 1. General information and statement of compliance The financial statements cover Synertec Corporation Limited as a consolidated entity consisting of Synertec Corporation Limited (referred as the ‘Company’ or ‘Parent Company’) and the entities it controlled at the end of, or during, the year ended 30 June 2019 (together referred to as the ‘Group’). Synertec Corporation Limited is the Group’s Ultimate Parent Company. It is a public company (limited by shares) incorporated in Bermuda, and listed on the Australian Securities Exchange (ASX:SOP). Its registered office is: Clarendon House, 2 Church Street, Hamilton HM11, Bermuda. Its registered office in Australia is: Level 1, 57 Stewart Street, Richmond, VIC 3121, Australia. A description of the nature of the consolidated entity’s operations and its principal activities is included in the Directors’ Report, which is not part of the financial statements. The financial statements were approved and authorised for issue, in accordance with a resolution of directors, on 26 August 2019. 2. Changes in significant accounting policies 2.1 New standards adopted as at 1 July 2018 IFRS 15 Revenue from contracts with customers IFRS 15 replaces IFRS 118 Revenue, IFRS 111 Construction Contracts and several revenue-related Interpretations. The new Standard has been applied to the Group as at 1 July 2018 using the modified retrospective approach. Under this method, the cumulative effect of initial application is recognised as an adjustment to the opening balance of retained earnings at 1 July 2018 and comparatives are not restated. In accordance with the transition guidance, IFRS 15 has only been applied to contracts that are incomplete as at 1 July 2018. The adoption of IFRS 15 has mainly affected the following areas: ● contracts with multiple performance obligations ● contracts with warranty periods ● contracts with payment upon completion/transfer of goods to client Contracts with multiple performance obligations Many of the Group’s contracts comprise a variety of performance obligations including, but not limited to, elements of design and customisation, installation and commissioning. Under IFRS 15, the Group has evaluated the separability of the promised goods or services based on whether they are ‘distinct’. A promised good or service is ‘distinct’ if both: a) the customer benefits from the item either on its own or together with other readily available resources; and b) it is ‘separately identifiable’ (i.e. the Group does not provide a significant service integrating, modifying or customising it). SYNERTEC ANNUAL REPORT 2018 : 2019 28 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 2. Changes in significant accounting policies (continued) 2.1 New standards adopted as at 1 July 2018 (continued) IFRS 15 Revenue from contracts with customers (continued) While this represents significant new guidance, the implementation of this new guidance did not have a significant impact on the timing or amount of revenue recognised by the Group during the period. Contracts with warranty periods In the case of projects which contain a warranty obligation (i.e. repair or replace products/services that develop faults within a specified period from the time of sale in accordance with the contract or a statutory requirements), the warranty shall be treated as a separate performance obligation and they are measured and recognised as separate liabilities in accordance with IFRS 137 Provisions, Contingent Liabilities and Contingent Assets. Contracts with payment upon completion/transfer of goods For revenue recognised at a point in time, IFRS 15 requires the entity to determine that point in time by reference to when control of the goods transfer to the customer, whereas IFRS 118 focuses on the transfer of risks and rewards of the goods. The tables below highlight the impact of IFRS 15 on the Group’s statement of profit or loss and other comprehensive income and the statement of financial position for the year ending 30 June 2019. The adoption of IFRS 15 has not impacted the Group’s cash flows. Statement of Profit or Loss and Other Comprehensive Income (Extract) Amounts under IFRS 118 & 111 Adoption of IFRS 15 Amounts under IFRS 15 Revenue Costs of sales Results from operating activities Net finance costs Income tax expense Total comprehensive loss for the period 24,201,702 (19,060,363) 3,263 (17,281) (31,118) (45,136) (52,597) 12,888 (39,709) - - (39,709) 24,149,105 (19,047,475) (36,446) (17,281) (31,118) (84,845) Statement of Financial Position (Extract) Current Assets Contract assets Total Assets Current Liabilities Warranty provision/contract liabilities Total Liabilities Equity Retained earnings Amounts under IFRS 118 & 111 Adoption of IFRS 15 Amounts under IFRS 15 1,373,049 9,762,223 - 4,473,986 - - 39,709 39,709 1,373,049 9,762,223 39,709 4,513,695 4,647,124 (39,709) 4,607,415 Impact of IFRS 15 on opening balance There was no impact on initial application of IFRS 15 as at 1 July 2018 and for the comparative period ended 30 June 2018 due to the nature, terms and timing of projects in progress at that time. 29 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 2. Changes in significant accounting policies (continued) 2.1 New standards adopted as at 1 July 2018 (continued) IFRS 9 Financial Instruments IFRS 9 Financial Instruments replaces IFRS 39 Financial Instruments: Recognition and Measurement requirements. It makes chang- es to the previous guidance on the classification and measurement of financial assets and introduces an ‘expected credit loss’ model for impairment of financial assets. While this represents significant new guidance, the implementation of new guidance including an expected credit losses model did not have an impact on trade receivables or contract assets. As such, the Group has applied transitional relief and elected not to restate prior periods. No difference was noted in opening retained earnings as at 1 July 2018. Reconciliation of financial instruments on adoption of IFRS 9 - 1 July 2018 Measurement category Carrying Amount Financial Assets Original IFRS 139 Classification New IFRS 9 Classification Closing balance Adoption of Opening balance 30 June 2018 (IFRS 139) 1 July 2018 (IFRS 9) IFRS 9 Trade and other Loans and Amortised cost receivables receivables $3,515,042 - $3,515,042 2.2 New standards issued not yet effective IFRS 16 Leases IFRS 16 replaces IAS 17 Leases and some lease-related interpretations and: • Requires all leases to be accounted for ‘on-balance sheet’ by lessees, other than short-term and low value asset leases • Provides new guidance on the application of the definition of lease and on sale and lease back accounting • Largely retains the existing lessor accounting requirements in IAS 17 • Requires new and different disclosures about leases This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces IAS 17 “Leases” and for lessees will eliminate the classification of operating leases and finance leases. Subject to exceptions, a ‘right-of- use’ asset will be capitalised in the statement of financial position, measured at the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets where an accounting policy choice exists whereby either a ‘right-of-use’ assets is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs). In the earlier periods of the lease, the expenses associated with the lease under IFRS 16 will be higher when compared to lease expenses under IAS 17. However EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense is replaced by depreciation in profit or loss under IFRS 16. Based on the entity’s assessment, it is expected that the first-time adoption of IFRS 16 for the year ending 30 June 2020 will have a material impact on the transactions and balances recognised in the financial statements, in particular: • lease assets and financial liabilities on the balance sheet will increase by $280,516 and $280,516 respectively (based on the facts at the date of the assessment) • there will be a reduction in the reported equity as the carrying amount of lease assets will reduce more quickly than the carrying amount of lease liabilities • EBIT in the statement of profit or loss and other comprehensive income will be higher as the implicit interest in lease payments for former off balance sheet leases will be presented as part of finance costs rather than being included in operating expenses • operating cash outflows will be lower and financing cash flows will be higher in the statement of cash flows as principal repayments on all lease liabilities will now be included in financing activities rather than operating activities. Interest can also be included within financing activities SYNERTEC ANNUAL REPORT 2018 : 2019 30 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 3. Significant Accounting policies 3.1 Basis of accounting The consolidated general purpose financial statements of the Group have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Synertec Corporation Limited is a for-profit entity for the purpose of preparing the financial statements. 3.2 Basis of measurement The financial statements have been prepared on the historical cost basis unless otherwise stated. 3.3 Functional and presentational currency These financial statements are presented in Australian dollars, which is the Group’s functional currency and presentation currency. 3.4 Basis of consolidation The Group financial statements consolidate those of the Parent Company and all of its subsidiaries as of 30 June 2019. The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All subsidiaries have a reporting date of 30 June. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition; or up to the effective date of disposal, as applicable. 3.5 Acquisition of Synertec Pty Ltd Synertec Corporation Limited (formerly SML Corporation Limited) completed the acquisition of Synertec Pty Ltd on 8 August 2017. As a result of the acquisition, the former shareholders of Synertec Pty Ltd effectively obtained control of the combined entity. Accordingly, under the principles of IFRS 3 ‘Business Combinations’, Synertec Pty Ltd was deemed to be the accounting acquirer in this transaction. The acquisition has been accounted for as a reverse acquisition by which Synertec Pty Ltd acquired the net assets and listing status of Synertec Corporation Limited. Accordingly, the consolidated financial statements of Synertec Corporation Limited have been prepared as a continuation of the business and operations of Synertec Pty Ltd. As the deemed acquirer, Synertec Pty Ltd has accounted for the acquisition of Synertec Corporation Limited from 8 August 2017. The excess of the fair value of Synertec Corporation Limited’s shares over the fair value of its net assets (excluding the Mining Assets - refer Note 20) at the acquisition date has been recognised as a listing expense. 3.6 Revenue and other income The Group’s revenue arises from contracts for the design, engineering and/or construction of engineering products and solutions. Synertec Pty Ltd is involved in providing consulting engineering services on hourly rate, and also fixed rate projects where billing is made on pre-determined project milestones. If the services under a single arrangement are rendered in different reporting periods, then the consideration is allocated on a relative fair value basis between the different services. Synertec Pty Ltd recognises revenue from fixed price projects in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed based on surveys of work performed. The revenue that is accrued but not yet invoiced is included as contract assets. Contract revenue includes the initial amount agreed in the contract plus any variations, claims and incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. Variations are variable consideration that is estimated using either the ‘expected value’ or the ‘most likely amount’, and is subject to the constraint that it can only be included in the transaction price if it is highly probable that there will not be a significant revenue reversal. 31 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 3. Significant Accounting policies 3.6 Revenue and other income (continued) To determine whether to recognise revenue, the Group follows a 5-step process: 1. Identifying the contract with a customer; 2. Identifying the performance obligations; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations; and 5. Recognising revenue when/as performance obligations(s) are satisfied. The Group is often engaged by customers to provide engineering solutions – known as “Projects”. In all Projects, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative value. Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers. The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as deferred income in the statement of financial position. Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due. Transfer of Goods Revenue from the sale of custom products engineered by the Group for a fixed fee is recognised when or as the Group transfers control of the assets to the customer. Invoices for goods transferred are due after receipt of the invoice by the customer. For sales of engineered products that are not subject to significant integration services, control transfers at the point in time the customer takes undisputed delivery of the goods. Engineering Services The Group provides engineering services relating to the design and engineering of customised Process, Chemical, Mechanical Design, Automation, Safety, Electrical and Software Engineering solutions. Revenue from these services is recognised on a time-and-materials basis as the services are provided. Customers are invoiced monthly as work progresses. Any amounts remaining unbilled at the end of a reporting period are presented in the statement of financial position as Work In Progress (asset) as only the passage of time is required before payment of these amounts will be due. Fixed Price Solutions The Group enters into contracts for the design, engineering and construction of customised engineering solutions in exchange for a fixed fee and recognises the related revenue over time. Due to the high degree of interdependence between the various elements of these projects, they are accounted for as a single performance obligation. When a contract also includes a warranty period, the total transaction price is allocated to each of the distinct performance obligations identifiable under the contract on the basis of its relative stand-alone selling price. To depict the progress by which the Group transfers control of the systems to the customer, and to establish when and to what extent revenue can be recognised, the Group measures its progress towards complete satisfaction of the performance obligation by comparing actual costs (hours and purchases) spent to date with the total estimated costs required to design, engineer, and construct each solution. The percentage complete basis provides the most faithful depiction of the transfer of goods and services to each customer due to the Group’s ability to make reliable estimates of the total number of costs required to complete the Project, arising from its significant historical experience constructing similar solutions. Advanced Receipt When payments received from customers exceed revenue recognised to date on a particular contract, any excess (a contract liability) is reported in the statement of financial position as contract liabilities. Warranty Period The Group provides warranty on its engineering solutions. Under the terms of this warranty customers can request rectification or replacement works if the solution provided by the Group fails to perform in accordance with the agreed contract and specifications. These warranties are accounted for under IFRS 137 Provisions, Contingent Liabilities and Contingent Assets. SYNERTEC ANNUAL REPORT 2018 : 2019 32 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 3. Significant accounting policies (continued) 3.7 Operating expenses Operating expenses are recognised in profit or loss upon utilisation of the service or at the date of their origin. 3.8 Finance income and finance costs The Group’s finance income and finance costs include: • interest income; • interest expense; and • the net gain or loss on financial assets at fair value through profit or loss Interest income or expense is recognised using the effective interest method. 3.9 Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of the Group at the exchange rates at the dates of the transactions (spot exchange rate). Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are generally recognised in profit or loss. Non-monetary items that are measured based on historical cost in a foreign currency are not translated. 3.10 Income taxes The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and unused tax losses and under and over provision in prior periods, where applicable. Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates items recognised directly in equity or in other comprehensive income (OCI). (i) Current tax Current income tax assets and / or liabilities comprise those obligations to, or claims from, the Australian Taxation Office (ATO) and other fiscal authorities relating to the current or prior reporting periods that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. (ii) Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against future taxable income, based on the Group’s forecast of future operating results which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. Deferred tax liabilities are always provided for in full. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if the Group has a right and intention to set-off current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit or loss, except where they relate to items that are recognised in other comprehensive income (such as the revaluation of land) or directly in equity, in which case the related deferred tax is also recognised in other comprehensive income or equity, respectively. 33 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 3. Significant accounting policies (continued) 3.10 Income taxes (continued) (ii) Deferred tax (continued) Synertec Corporation Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Synertec Holdings Pty Ltd is responsible for recognising the current tax liabilities of the Australian tax consolidated group. The tax consolidated group has entered into an agreement whereby each component in the Group contributes to income tax payable in proportion to their contributions to the taxable profit of the tax consolidated group. (iii) Non-financial assets An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. They are allocated to reduce the carrying amount of assets in the CGU on a pro rata basis. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised. 3.11 Profit or loss from discontinued operations A discontinued operation is a component of the entity that either has been disposed of, or is classified as held for sale, and: ● represents a separate major line of business or geographical area of operations ● is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or ● is a subsidiary acquired exclusively with a view to resale Profit or loss from discontinued operations, including prior year components of profit or loss, are presented in a single amount in the statement of profit or loss and other comprehensive income. This amount, which comprises the post-tax profit or loss of discontinued operations and the post-tax gain or loss resulting from the measurement and disposal of assets classified as held for sale. 3.12 Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 3.13 Property, plant and equipment (i) Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. (ii) Subsequent expenditure Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. (iii) Depreciation Depreciation is calculated to write off the cost of property, plant and equipment less their estimated residual values using the straight-line basis over their estimated useful lives, and is generally recognised in profit or loss. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. The estimated useful lives of property, plant and equipment are as follows: • Motor Vehicles 10 years • Furniture and Equipment 16 years • Computers 3 years In the case of leasehold improvements, expected useful lives are determined by reference to comparable owned assets or over the term of the lease if shorter. Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. SYNERTEC ANNUAL REPORT 2018 : 2019 34 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 3. Significant accounting policies (continued) 3.14 Impairment (i) Non-derivative financial assets Financial assets not classified as at fair value through profit or loss, are assessed at each reporting date to determine whether there is objective evidence of impairment. Objective evidence that financial assets are impaired includes: • default or delinquency by a debtor; • restructuring of an amount due to the Group on terms that the Group would not consider otherwise; • indications that a debtor or issuer will enter bankruptcy; • adverse changes in the payment status of borrowers or issuers; • the disappearance of an active market for a security. (ii) Financial assets measured at amortised cost The Group considers evidence of impairment for these assets measured at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics. In assessing collective impairment the Group uses historical information on the timing of recoveries and the amount of loss incurred, and makes an adjustment if current economic and credit conditions are such that the actual losses are likely to be greater or lesser than suggested by historical trends. An impairment loss is calculated as the difference between an asset’s carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss. (iii) Non-financial assets At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than stock on hand and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. They are allocated to reduce the carrying amount of assets in the CGU on a pro rata basis. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. 3.15 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed the reimbursement is recognised as a separate but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the unwinding of the discount is recognised as finance cost. No liability is recognised if an outflow of economic resources as a result of present obligation is not probable. Such situations are disclosed as contingent liabilities, unless the outflow is remote in which case, no liability is recognised. 35 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 3. Significant accounting policies (continued) 3.16 Employee benefits (i) Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. (ii) Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (iii) Other long-term employee benefits The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value using high quality corporate bond rates. Remeasurements are recognised in profit or loss in the period in which they arise. 3.17 Leases Determining whether an arrangement is a lease At the inception of an arrangement, the Group determines whether the arrangement, is or contains, a lease. At inception or on reassessment of an arrangement that contains a lease, the Group separates payments and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recog- nised at an amount equal to the fair value of the underlying asset; subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Group’s incremental borrowing rate. Leased assets Assets held by the Group under leases that transfer to the Group substantially all of the risks and rewards of ownership are classified as finance leases. The leased assets are measured initially at an amount equal to the lower of their fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the assets are accounted for in accordance with the accounting policy applicable to that asset. Assets held under other leases are classified as operating leases and are not recognised in the Group’s statement of financial position. Lease payments Payments made under operating leases are recognised in the profit or loss on a straight line basis over the term of the lease. 3.18 Goods and Services Tax Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). 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 ATO is included with other receivables or payables in the statement of financial position. Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. 3.19 Financial instruments The Group does not hold derivative financial assets. Where required the Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, and loans and receivables. The Group classifies non-derivative financial liabilities into the other financial liabilities category. SYNERTEC ANNUAL REPORT 2018 : 2019 36 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 3. Significant accounting policies (continued) 3.19 Financial instruments (continued) (i) Non-derivative financial assets and financial liabilities - recognition and derecognition The Group initially recognises loans and receivables and debt securities issued on the date when they are originated. All other financial assets and financial liabilities are initially recognised on the trade date. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such derecognised financial assets that is created or retained by the Group is recognised as a separate asset or liability. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. (ii) Non-derivative financial assets - measurement Loans and receivables These assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method. Cash and cash equivalents In the statement of cash flows, cash and cash equivalents includes bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management. (iii) Non-derivative financial liabilities - measurement Non-derivative financial liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method. (iv) Share capital Ordinary shares Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognised as a deduction from equity. 3.20 Changes to presentation - classification of expenses Synertec Corporation Ltd decided in the current financial year to modify the classification of its expenses in the consolidated statement of profit or loss to disaggregate some categories of expenses, providing more detailed financial information. We believe this will provide more relevant information to our stakeholders. The comparative information has been reclassified accordingly. 4. Use of judgements and estimates In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively. 4.1 Judgements Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in note [3.6] – Revenue and other income. 4.2 Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the year ended 30 June 2019 are included: Note 12 - Contract assets - recognition of project revenue Recognising project revenue requires judgement in determining milestones, actual work performed and/or the estimated costs to complete the work. Note 13 - Property, Plant and Equipment - useful lives of depreciable assets Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of assets. Uncertainties in these estimates relate to potential obsolescence that may change the utility of certain equipment. 37 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 4. Use of judgements and estimates (continued) Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. Further information about the assumptions made in measuring fair values is included in note [24] - financial instruments. 5. Operating Segments The Group has a single reportable segment in which it operates, being engineering services, and this is based on information that is internally provided to the Chief Operating Decision Makers (“”CODM’) for assessing performance and making operating decisions. Therefore, no additional disclosures in relation to the revenues, profit or loss, assets and liabilities and other material items have been made. The operating entity is based in Australia. The demand for engineering services is not subject to seasonal fluctuations. 6. Revenue Engineering services Fixed price solutions and transfer of goods 7. Finance income and finance costs Recognised in profit or loss Interest income Finance income Facility interest & charges Hire purchase charges Interest expense Finance costs Net finance income/(costs) recognised in profit or loss Note 30 June 2019 30 June 2018 3,063,731 21,085,374 24,149,105 3,505,920 7,926,750 11,432,670 7(i) 7(ii) 34,520 34,520 (50,725) - (1,076) (51,801) (17,281) 64,862 64,862 (27,827) (1,161) - (28,988) 35,874 7(i) The interest income comprised of interest earned on deposits held as security by ANZ. 7(ii) The Group incurred finance costs during the year related to bank guarantees, and hire purchase facilities provided by ANZ. SYNERTEC ANNUAL REPORT 2018 : 2019 38 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 8. Taxes (i) Tax recognised in profit or loss Current tax benefit/(expense) Current year Deferred tax benefit Origination and reversal of temporary differences Tax benefit from continuing operations Note 30 June 2019 30 June 2018 - - - - (31,118) (31,118) (31,118) 105,383 105,383 105,383 The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. The current tax asset is $14,188 (2018: Tax asset $98,403). (ii) Reconciliation of effective tax rate Loss before tax from continuing operations Income tax benefit using the Group’s domestic tax rate (27.5%) Non-deductible expenses Carried forward section 40-880 ITAA expenditure not booked prior year Adjustment in deferred tax carried forward losses Adjustment to prior year current tax provision Income tax expense/(benefit) (iii) Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: (53,727) (14,775) 30,856 (29,825) (53,542) 98,403 31,118 (443,363) (121,925) 16,542 - - - (105,383) Assets Liabilities Net Employee benefits Corporate transaction costs Deferred income Other payables Carry forward tax losses Net deferred tax assets / (liabilities) 30-June-2019 30-June-2018 30-June-2019 30-June-2018 30-June-2019 30-June-2018 158,644 - 108,582 - (3,998) - 53,449 - 118,932 158,644 108,582 (3,998) 53,449 118,932 159,405 111,473 (2,901) 63,600 171,316 159,405 111,473 (2,901) 63,600 171,316 - - - - 502,893 435,609 - - 502,893 435,609 39 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 8. Taxes (continued) (iv) Movement in deferred tax balances during the year Balance Recognised Recognised Balance Recognised Recognised Balance 01-Jul-2017 in profit in other 30-Jun-2018 in profit in other 30-Jun or loss comprehensive or loss comprehensive 2019 income income 161,232 Employee benefits Deferred income 11,076 Corporate transaction costs 128,241 29,679 Other payables - Carry forward tax losses 330,228 (2,588) (15,073) (19,658) 23,770 118,932 105,383 - - - - - - 158,644 (3,998) 108,583 53,449 118,932 435,609 761 1,097 2,891 10,151 52,384 67,284 - - - - - - 159,405 (2,901) 111,473 63,600 171,316 502,893 9. Cash and cash equivalents Bank balances Cash on hand Cash and cash equivalents Note 30 June 2019 30 June 2018 4,335,153 1,347 4,336,500 3,508,325 1,347 3,509,672 9A. Cash flow information (i) Reconciliation of cash flows from operating activities Cash flows from operating activities Loss for the year Adjustments: Depreciation Net interest (income)/costs Loss on sale of property, plant and equipment Listing expense Loss from discontinued operations Tax expense/(benefit) Change in contract assets Change in other assets Change in trade and other receivables Change in trade and other payables Change in employee benefits Change in contract liabilities Cash generated from operating activities Interest paid net of interest received Realised foreign currency gains recognised as investing activities Income taxes paid Net cash from operating activities 13 7 8 (96,847) (8,455,239) 127,562 17,281 10,834 - 6,740 31,118 96,688 576,487 (50,289) 1,969,192 659,085 2,768 (2,397,221) 856,710 (17,281) 642 (14,187) 825,883 95,199 (74,148) - 4,722,112 3,237,114 (105,383) (580,345) (982,088) (34,053) (862,778) 1,387,899 39,445 2,452,285 1,420,365 35,874 37,477 (501,333) 992,383 SYNERTEC ANNUAL REPORT 2018 : 2019 40 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 9. Cash and cash equivalents (continued) 9A. Cash flow information (continued) (ii) Credit standby arrangement and loan facilities The Company has the following credit standby facilities which are subject to bank review annually: Note 30 June 2019 30 June 2018 Financial guarantee Credit Card Total Utilised Financial guarantee Credit Card Total (iii) Reconciliation of cash and cash equivalents at beginning of year Synertec Pty Ltd Synertec Corporation Limited Synergy Metals Pty Ltd 10. Trade and other receivables Current Sundry debtors Trade receivables Other receivables Current 1,500,000 155,000 1,655,000 1,500,000 155,000 1,655,000 815,267 60,075 875,342 1,137,043 70,929 1,207,972 3,421,837 87,835 - 3,509,672 2,956,694 309,228 206,914 3,472,837 - 1,531,311 10,550 1,541,861 586 3,499,917 14,539 3,515,042 The Company’s exposure to credit and market risks, and impairment losses related to trade and other receivables, are disclosed in Note 24. 11. Other assets Current Prepayments and other debtors Deposits Stock on hand Current Non-Current ANZ term deposits(i) Non-current 188,518 30,603 12,262 231,383 118,455 31,836 12,262 162,553 1,500,000 1,500,000 1,514,552 1,514,552 (i) The Company has $1,500,000 in deposits with ANZ held as cash security for the bank guarantee facility. 41 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 12. Contract assets Work in progress Note 30 June 2019 30 June 2018 1,949,536 1,373,049 Determining when to recognise contract revenue requires a degree of judgement. Contract revenue and expenses are recognised in accordance with the percentage of completion method unless the outcome of the contract cannot be reliably estimated. The percentage of completion is estimated by assessing milestones, actual work performed and the estimated costs to complete the work. Contract assets have decreased compared to the previous year as work on those projects was completed through the year. At 30 June 2019, aggregate costs incurred under open contracts and recognised profits earned, net of recognised losses, amounted to $1,373,049 (2018: $1,949,536). 13. Property, plant and equipment Computers Furniture and Leasehold Motor TOTAL equipment improvements vehicles Cost Balance at 1 July 2017 Additions Disposals Balance at 30 June 2018 Balance at 1 July 2018 Additions Disposals Balance at 30 June 2019 376,961 10,000 - 386,961 386,961 30,000 (215,865) 201,096 425,299 50,897 - 476,196 476,196 82,804 - 559,000 116,933 74,125 - 191,058 191,058 17,023 (52,000) 156,081 21,157 - - 21,157 21,157 - - 21,157 940,350 135,022 - 1,075,372 1,075,372 129,826 (267,865) 937,333 Computers Furniture and Leasehold Motor TOTAL 571,101 - 95,199 666,301 666,301 (118,878) 127,562 674,984 369,248 409,071 409,071 262,349 equipment improvements vehicles Accumulated depreciation Balance at 1 July 2017 Disposals Depreciation expense Balance at 30 June 2018 Balance at 1 July 2018 Disposals Depreciation expense Balance at 30 June 2019 108,082 - 46,712 154,795 154,795 (113,940) 48,930 89,785 359,209 - 36,894 396,103 396,103 - 60,641 456,743 85,189 - 11,086 96,275 96,275 (4,938) 17,586 108,923 18,621 - 507 19,128 19,128 - 406 19,534 Carrying amounts at 1 July 2017 at 30 June 2018 at 1 July 2018 at 30 June 2019 66,090 80,094 80,094 102,257 31,744 94,783 94,783 47,159 2,536 2,029 2,029 1,623 268,879 232,167 232,167 111,310 SYNERTEC ANNUAL REPORT 2018 : 2019 42 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 14. Trade and other payables Trade payables Other payables Fixed price project accruals Note 30 June 2019 30 June 2018 2,483,379 303,544 761,932 3,548,855 1,500,397 814,915 614,167 2,929,479 The Company’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 24. 15. Employee benefits Annual leave Long service leave Current Long service leave Non-Current 16. Contract liabilities Billing in advance of work completed 30 June 2019 286,120 193,783 479,903 30 June 2018 273,577 240,416 513,993 99,751 99,751 62,893 62,893 30 June 2019 345,477 345,477 30 June 2018 2,742,698 2,742,698 Where progress billings and recognised losses exceed costs incurred plus recognised profits earned, the Group recognises these amounts as billing in advance of work completed. Contract liabilities have decreased compared to the previous year as work on those projects was completed through the year. As a result, the amount of contract liabilities included in the revenue for the year ended 30 June 2019 was $2,397,221. 17. Issued capital 30 June 2019 30 June 2018 30 June 2019 30 June 2018 Shares Shares $ $ Ordinary shares - fully paid 220,701,277 220,701,277 220,701,277 220,701,277 641,113 641,113 641,113 641,113 Dividends There were no dividends paid, recommended or declared during the current or previous financial year. 18. Operating leases Leases as the lessee At the end of the reporting period, the future minimum lease payments under non-cancellable operating leases are payable as follows: Less than one year Between one and five years 30 June 2019 240,414 176,274 416,688 30 June 2018 200,303 159,912 360,215 The Group leased the head office and other rental properties under operating leases during the year. The head office lease has been extended for another year to December 2020. Lease payments are increased every year as indexed to CPI. During the year $256,319 was recognised as an expense in profit or loss in respect of operating leases (2018: $170,014). 43 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 19. Earnings per share (from continuing operations) Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the Parent Company as the numerator (i.e. no adjustments to profit were necessary in 2019 or 2018). In accordance with the principles of reverse acquisition accounting, the weighted average number of ordinary shares outstanding during the year ended 30 June 2019 has been calculated as: (a) the weighted average number of ordinary shares of Synertec Pty Ltd outstanding during the period before acquisition multiplied by the exchange ratio established in the acquisition accounting, and (b) the actual number of ordinary shares of Synertec Corporation Limited outstanding during the period after acquisition. The basic earnings per share for the comparative period before the acquisition date presented in the consolidated statements following a reverse acquisition is calculated by dividing (a) by (b): (a) the profit or loss of Synertec Corporation Limited attributable to ordinary equity holders of the Company in the period. (b) Synertec Corporation Limited’s historical weighted average number of ordinary shares outstanding multiplied by the exchange ratio established in the acquisition accounting. In accordance with IFRS 33 ‘Earnings Per Share’, as potential ordinary shares may only result in a situation where their conversion results in an increase in loss per share or decrease in profit per share from continuing operations, no dilutive effect has been taken into account. Earnings per share from continuing operations Loss after income tax (in Australian dollars) 30 June 2019 30 June 2018 (84,845) (5,060,092) Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share 220,701,277 220,701,277 206,144,526 206,144,526 Basic loss per share (cents per share) Diluted loss per share (cents per share) (0.04) (0.04) (2.45) (2.45) There have been no transactions involving ordinary shares or potential ordinary shares that would significantly change the number of ordinary shares or potential ordinary shares outstanding between the reporting date and the date of completion of these financial statements. The 16,175,970 options granted on 8 August 2017 are not included in the calculation of diluted earnings per share because they are antidilutive for the year ended 30 June 2019. These options could potentially dilute basic earnings per share in the future. SYNERTEC ANNUAL REPORT 2018 : 2019 44 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 20. Acquisition accounting For the year ended 30 June 2018 On 8 August 2017, Synertec Corporation Limited (formerly known as SML Corporation Limited) acquired 100% of the issued shares of Synertec Pty Ltd. As a result of the acquisition, the former shareholders of Synertec Pty Ltd effectively obtained control of the combined entity. At the date of the transaction, it was determined that Synertec Corporation Limited was not a business. For accounting purposes, the acquisition has been treated as a share-based payment using the reverse acquisition principles of the business combination accounting standard. Accordingly, the consolidated financial statements of Synertec Corporation Limited have been prepared as a continuation of the consolidated financial statements of Synertec Pty Ltd. As the deemed acquirer, Synertec Pty Ltd has accounted for the acquisition of Synertec Corporation Limited from 8 August 2017. The comparative information for the 12 months ended 30 June 2017 and the statement of financial position at 30 June 2017 presented in the consolidated financial statements are that of Synertec Pty Ltd. Where necessary, comparative information has been reclassified and repositioned for consistency with current period disclosures. The excess of the fair value of Synertec Corporation Limited’s shares over the fair value of its net assets (excluding the Mining Assets - refer Notes 21) at the acquisition date has been recognised as a listing expense. Under the acquisition, Synertec Corporation Limited (formerly SML Corporation Limited) acquired all the shares in Synertec Pty Ltd by issuing 107,142,857 shares in Synertec Corporation Limited and paying $5.0 million to the Synertec Pty Ltd shareholders. The value of the Synertec Corporation Limited shares provided was determined by reference to the capital raising offer price, which was deemed to be $3.2 million (calculated as 80,879,849 existing shares at the share offer price of $0.04 each in the public Share Offer). The net assets acquired and the amount recognised as an ASX listing expense, are as follows: Acquiree’s carrying value before acquisition $ Net assets acquired Cash and cash equivalents Trade and other receivables Other assets Assets held for sale Trade and other payables Sale of the Mining Assets Cash consideration to Synertec Pty Ltd Net asset deficiency acquired Fair value of Synertec Corporation Limited consideration shares Net asset deficiency acquired (see above) Corporate advisory fees (shares issued in lieu of cash for services) Amount recognised as ASX Listing expense upon acquisition 4,162,547 5,049 2,704 6,855,238 (7,218) 11,018,320 (6,855,238) (5,000,000) (836,918) 3,235,194 836,918 4,072,112 650,000 4,722,112 45 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 21. Discontinued operations For the year ended 30 June 2019 During the year, the Group completed the formalities required for the dissolution and wind-up of legacy non-core mining-related entities; Synergy Metals Pty Ltd (incorporated in Australia) and SML Resources Limited (incorporated in British Virgin Islands). This completes the Group’s corporate reorganisation activities planned as part of the ASX-relisting in 2017, providing an efficient structure for the Group going forward. Net operating costs from mining subsidiaries of $12,002 (2018: $158,033) has been included in the loss from Discontinued operations. These costs relate to the dissolution of the mining subsidiaries. Net operating costs from mining subsidiaries Loss on disposal of Mining Assets Net loss from discontinued operations 30 June 2019 12,002 - 12,002 30 June 2018 158,033 3,237,114 3,395,147 For the year ended 30 June 2018 The Mining Assets were sold for $3.5 million and net proceeds of $3.6 million were distributed to Redemption Note holders (in accordance with the former Prospectus dated 23 June 2017 on 15 January 2018. The Sale of the Mining Assets resulted in a loss on sale of those assets of $3.2 million, recognised as the result from Discontinuing operations. An amount equal to the Net Sale Proceeds of the sale of the Mining Assets was distributed to those shareholders of the Group who were registered in the Group’s register of shareholders as a holder of shares in the Group as at 5.00pm (AEST) on 26 June 2017 (Eligible Shareholders); such distribution was made to Eligible Shareholders on a pro rata basis via the Redemption Notes issued to them by the Group. The net sale proceeds paid to each Redemption Note was determined by dividing the net sale proceeds by the number of Redemption Notes issued. In determining the Net Sale Proceeds, all direct costs and taxes payable have been deducted from the gross sale proceeds. The Group was able to obtain a refund of some tenement rental costs from Government authorities and a refund of a bank deposit placed in support of a tenement bond. There was also bank interest earned on the cash consideration placed as a term deposit. As a result, the Net Sale Proceeds exceeded the cash consideration received for the Mining Assets. Upon completion of the warranties and determining the Net Sale Proceeds for the sale of the Mining Assets in December 2017, a loss on sale of the Mining Assets of $3.2 million was calculated and recognised in the financial statements of Synertec Corporation Limited as at 30 June 2018 as a loss from discontinued operations. At the same time, a liability to return this capital to Redemption Note holders was also recognised. Net operating costs from mining subsidiaries $158,033 has been included in the loss from Discontinued operations. These costs relate to the Sale of Mining Assets, execution of Redemption Note obligations and winding up of the mining subsidiaries. SYNERTEC ANNUAL REPORT 2018 : 2019 46 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 22. Related parties Short-term employee benefits Post-employment benefits Other long-term employment benefits Note 30 June 2019 781,446 74,237 111,417 967,100 30 June 2018 602,820 57,268 92,686 752,774 Compensation of the Company’s key management personnel includes salaries, accrued leave balances, non-cash benefits and contributions to an employee defined contribution plan. 23. Auditor’s remuneration Audit and review services Auditors of the Company - Grant Thornton Audit Pty Ltd Audit and review of financial statements Other services Auditors of the Company - Grant Thornton Australia Limited In relation to taxation In relation to other services 24. Financial instruments Financial risk management Overview The Group has exposure to the following risks from its use of financial instruments: • credit risk • liquidity risk • market risk 72,000 72,000 72,000 72,000 10,000 27,593 109,593 10,000 - 82,000 This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. Risk management framework The Group’s Directors have overall responsibility for the establishment and oversight of the risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group to set appropriate risk limits and controls, and to monitor risks and adherece to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through their training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. (i) Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities. Exposure to Credit Risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the end of the reporting period was as follows: Trade and other receivables Cash and cash equivalents ANZ deposit Deposits Carrying amount 10 9 11 11 30 June 2019 1,541,861 4,336,500 1,500,000 30,603 7,408,964 30 June 2018 3,515,042 3,509,672 1,514,552 31,836 8,571,102 47 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 24. Financial instruments Financial risk management (continued) (i) Credit Risk (continued) Exposure to credit risk (continued) The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk. As the Group provides services under contract, each new customer is analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group historically has had negligible bad debts, and as such does not establish an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments. The Group does not require collateral in respect of trade and other receivables. The maximum exposure to credit risk for trade and other receivables at the reporting date by type of counterparty was as follows. Australia Note Carrying amount 30 June 2019 1,541,861 1,541,861 30 June 2018 3,515,042 3,515,042 The Group’s most significant balance outstanding to a single customer, accounts for $881,323 of the trade and other receivables carrying amount at 30 June 2019 (2017: $1,420,430). The amount was received subsequent to year end. Impairment losses The aging of the trade and other receivables balance at the end of the reporting period that were not impaired was as follows. Neither past due nor impaired Past due 1 - 30 days Past due 31 - 90 days Past due 91 - 120 days 30 June 2019 30 June 2018 1,297,196 234,115 - - 1,531,311 2,414,693 879,899 205,325 586 3,500,503 Cash and cash equivalents (including deposits) The Group held cash and cash equivalents of $4,336,500 at 30 June 2019 (2018: $3,509,672) which represents its maximum credit exposure on these assets. The cash and cash equivalents are held with a reputable bank and financial institution counterparties. The Group has $1,500,000 (2018: $1,514,552) on deposit with ANZ being held as security for the performance guarantee bond facility which was only partially utilised at 30 June 2019. (ii) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group uses detailed project plans, which assists it in monitoring cash flow requirements and optimising its cash return on projects delivered. The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the succeeding 60 days. The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables. At 30 June 2019, the expected cash flows from trade and other receivables maturing within two months are $1,254,703 (2018: $3,399,506). This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. SYNERTEC ANNUAL REPORT 2018 : 2019 48 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 24. Financial instruments (continued) (ii) Liquidity risk (continued) The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, including estimated interest payments and excluding the impact of netting agreements: 30 June 2019 Non-derivative financial liabilities Trade payables 30 June 2018 Non-derivative financial liabilities Trade payables Carrying amount 3,548,855 3,548,855 Carrying amount 2,929,479 2,929,479 Contractual cashflow Total 3,548,855 3,548,855 0-1 years 3,548,855 3,548,855 1-2 years - - 2-5 years - - Contractual cashflows Total 2,929,479 2,929,479 0-1 years 2,929,479 2,929,479 1-2 years - - 2-5 years - - (iii) Market risk Market risk is the risk that changes in market prices – such as foreign exchange rates and interest rates– will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Currency risk The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases and cash and cash equivalents are denominated. The currencies in which these transactions are primarily denominated are AUD, GBP, EUR and USD. At any point in time, the Group holds EUR, GBP and USD in anticipation of future purchase orders. The Group reviews the market regularly to evaluate if the cost of obtaining derivatives outweighs the risk of currency movement. They have not invested in any derivative financial assets. The Group has reviewed contract terms with customers where significant currency risk on purchase orders may occur, and have enforceable provisions protecting them from adverse currency movements. In respect of other monetary assets and liabilities denominated in foreign currencies, the Group’s policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances. Exposure to currency risk The summary quantitative data about the Group’s exposure to currency risk as reported to the management of the Group is as follows. 30 June 2019 30 June 2018 USD GBP EURO USD GBP EURO Trade and other receivables Cash and cash equivalents Financial assets Trade and other payables Financial liabilities - 1,248,893 1,248,893 - 159,643 159,643 - - - - - 19,313 19,313 - - 434,926 695,401 1,130,327 - - Net exposure 1,248,893 159,643 19,313 1,130,327 - - - - - - - 19,372 19,372 87,841 87,841 107,213 49 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 24. Financial instruments (continued) (iii) Market risk (continued) Currency risk sensitivity analysis for currencies in which monetary assets are held A reasonably possible change of 10% in exchange rates at the reporting date would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes an increase/(decrease) in the value of the Australian dollar against the currencies shown below. 30 June 2019 USD GBP Euro Currency exchange risk (net) 30 June 2018 USD GBP Euro Currency exchange risk (net) Profit or loss, net of tax 10% increase 10% decrease 10% increase 10% decrease Equity, net of tax (79,475) (10,159) (1,229) (90,863) 97,136 12,417 1,502 111,055 (79,475) (10,159) (1,229) (90,863) 97,136 12,417 1,502 111,055 (44,253) - (1,233) (45,486) 54,087 - 1,507 55,594 (44,253) - (1,233) (45,486) 54,087 - 1,507 55,594 Exposure to interest rate risk The interest rate profile of the Group’s interest-bearing financial instruments as reported to the management of the Group is as follows. Variable rate instruments ANZ interest expense Interest on ANZ deposits Nominal amount 30 June 2019 30 June 2018 18.99% 18.99% 2.10%-2.35% 2.10%-2.35% Cash flow sensitivity analysis for variable rate instruments A reasonably possible change of 1% in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. 30 June 2019 Variable rate instruments Cash flow sensitivity (net) 30 June 2018 Variable rate instruments Cash flow sensitivity (net) 1% increase Profit or loss 1% decrease 1% increase Equity, net of tax 1% decrease 10,500 10,500 10,602 10,602 (10,500) (10,500) (10,602) (10,602) 10,500 10,500 10,602 10,602 (10,500) (10,500) (10,602) (10,602) Capital Management The board’s policy is to maintain a strong capital base to sustain future development of the business. Capital consists of total equity. The Directors monitor the return on capital as well as the level of dividends to ordinary shareholders. The Directors seek to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. There were no changes in the Group’s approach to capital management during the year. SYNERTEC ANNUAL REPORT 2018 : 2019 50 Synertec Corporation Limited Notes to the financial statements For the year ended 30 June 2019 24. Financial instruments (continued) (iii) Market risk (continued) Accounting classifications and fair values vs carrying amount The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position are as follows. The carrying amounts for financial assets and liabilities approximates fair value. Note Loans and Other financial Other financial liabilities receivables assets Total carrying amount 9 10 11 11 14 9 10 11 11 14 4,336,500 1,541,861 - - 5,878,361 - - 1,500,000 30,603 1,530,603 - - - - - - - - - 3,548,855 3,548,855 4,336,500 1,541,861 1,500,000 30,603 7,408,964 3,548,855 3,548,855 Loans and Other financial Other financial liabilities receivables assets Total carrying amount 3,509,672 3,515,042 - - 7,024,714 - - 1,514,552 31,836 1,546,388 - - - - - - - - - - - - 2,929,479 2,929,479 3,509,672 3,515,042 1,514,552 31,836 8,571,102 - 2,929,479 2,929,479 30 June 2019 Cash and cash equivalents Trade and other receivables ANZ deposits Deposits Trade and other payables 30 June 2018 Cash and cash equivalents Trade and other receivables ANZ deposits Deposits Finance lease liabilities Trade and other payables 25. Interest in subsidiaries Composition of the Group Name of subsidiary Country of Principal Group proportion of incorporation / activity ownership interests principle place of business 30 June 2019 30 June 2018 Synertec Holdings Pty Ltd Australia Holding company Synertec Pty Ltd SML Resources Ltd Synergy Metals Pty Ltd Australia Consultancy and British Virgin Islands /Australia Australia Engineering Holding company Mining 100% 100% - - 100% 100% 100% 100% Synergy Metals Pty Ltd was liquidated on 14 December 2018 and SML Resources Ltd was liquidated on 29 April 2019. 26. Contingent liabilities The consolidated entity does not have any contingent liabilities at reporting date. 27. Subsequent events No matter or circumstance has arisen since 30 June 2019 that has significantly affected or may significantly affect the consolidated entity’s operations, the results from those operations, or the consolidated entity’s state of affairs in future years. 51 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Directors’ Declaration For the year ended 30 June 2019 Directors’ Declaration 1. In the opinion of the Directors of Synertec Corporation Limited (“the Group”): (a) the financial statements and notes thereto, set out on pages 24 to 51: (i) present fairly the financial position of the Group as at 30 June 2019 and its performance, as represented by the results of its operations and its cash flows, for the year ended on that date; (ii) comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in Note 3 to the financial statements; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. In respect of the year ended 30 June 2019, the persons performing the roles of Chief Executive Officer and Chief Financial Officer have declared that the Company has: (a) kept such accounting records as correctly record and explain its transactions and financial position; (b) kept its accounting records such that financial statements of the Group that are presented fairly can be prepared from time to time; and (c) kept its accounting records accordingly so that the financial statements of the Company can be conveniently and properly audited. Signed in accordance with a resolution of the Directors: Dated at 26 August 2019 Mr. Michael Carroll Director SYNERTEC ANNUAL REPORT 2018 : 2019 52 Synertec Corporation Limited Independent Auditor’s Report For the year ended 30 June 2019 Independent Auditor’s Report To the Members of Synertec Corporation Limited Report on the audit of the financial report Opinion Collins Square, Tower 5 727 Collins Street Melbourne VIC 3008 Correspondence to: GPO Box 4736 Melbourne VIC 3001 T +61 3 8320 2222 F +61 3 8320 2200 E info.vic@au.gt.com W www.grantthornton.com.au We have audited the financial report of Synertec Corporation Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2019, 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 Directors’ declaration. In our opinion, the accompanying financial report of the Group gives us a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the year ended on that date and in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Basis for opinion We conducted our audit in accordance with International Financial Reporting Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (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. 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. 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 ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients 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 another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to 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. 53 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Independent Auditor’s Report For the year ended 30 June 2019 Key audit matter Revenue Recognition Synertec Corporation Limited recognised a large portion of their revenue using the percentage completion method for fixed price projects. Revenue in respect to hourly rate projects are recognised as the associated labour expense is incurred. As these projects may be ongoing at year end, there is significant estimation required when recognising the associated contract asset or contract liability or deferred revenue. There is a risk in ensuring that an appropriate amount of revenue has been recognised under IFRS 15 Contracts with Customers. The engagement team has identified this area as a significant risk due to the significant judgement involved in using the percentage completion method for fixed price projects and in appropriately capturing the time and material costs for the hourly rate projects to recognise revenue under IFRS 15. Due to the significant estimation involved, the engagement team has determined this as a Key Audit Matter. How our audit addressed the key audit matter Our procedures included, amongst others:  Documenting the processes and controls over revenue recognition;  Evaluating management’s assessment of the adoption of IFRS 15 and related revenue recognition policies;  Obtaining a revenue listing by projects at an invoice level and selecting a sample over which the following procedures were performed: 1) Agreeing the total contract price per the listing to the contract and variations (if applicable) and reading through the contract to assess against the criteria of IFRS 15; 2) Agreeing the invoice amount to evidence of cash received. Where no payment had been received, confirmation was sought from the customer; 3) Where projects were incomplete at 30 June 2019, obtaining the year end contract asset and contract liabilities reconciliation and agreeing to the financial report; 4) Obtaining the expense listing for projects costs recognised during the financial year and agreeing to the contract asset and contract liabilities report at 30 June 2019; 5) Testing a sample of project expenditures by agreeing to supporting documentation (invoices and timesheets) to evaluate accuracy of project expenditure as this is an input to the percentage completion of the project and the resulting revenue recognition; and 6) Holding discussions with management to understand the project’s stage of completion and have assessed amounts billed post year end to assess appropriateness of revenue recognition;  Performing cut-off testing by selecting a sample of transactions close to year end and assessing the recognition period for appropriateness;  Performing revenue and cost of sales analytics between FY2019 and FY2018 results and the FY2019 budget and discussing with management the results outside expectations; and  Assessing the adequacy of financial statement disclosures. Information other than the financial report and auditor’s report thereon The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2019, but does not include the financial report and our auditor’s report thereon. SYNERTEC ANNUAL REPORT 2018 : 2019 54 Synertec Corporation Limited Independent Auditor’s Report For the year ended 30 June 2019 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 International Accounting Standards as issued by the International Accounting Standards Board 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’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s report. Grant Thornton Audit Pty Ltd Chartered Accountants A C Pitts Partner – Audit & Assurance Melbourne, 26 August 2019 55 SYNERTEC ANNUAL REPORT 2018 : 2019 Synertec Corporation Limited Shareholder information As at August 23 2019 Securities Fully Paid Ordinary Shares Holdings Ranges 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001-9,999,999,999 Totals Holders 67 37 16 307 84 511 Total Units 15,855 84,449 119,311 12,037,455 208,444,207 220,701,277 % 0.007 0.038 0.054 5.454 94.446 100.000 The number of unmarketable parcel holders as at 23 Augfust 2019 based upon a share price of $0.046 (4.6 cents) is 123 shareholders holding in aggregate 251,663 ordinary shares. The number of unmarketable parcel holders as at 28 August 2018 (date of last report) based upon a share price of $0.043 (4.3 cents) was 424 shareholders holding in aggregate 1,537,302 ordinary shares. Top 20 Holdings Name/Holder NEW CONCEPT CORPORATION LIMITED NORTHWEST NONFERROUS AUSTRALIA MINING PTY LTD KIPBERG PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED MISS LAY HONG GOH MR CHEE KOK TEO MR STEPHEN HAROLD BAKER CITICORP NOMINEES PTY LIMITED MR GOO TONG ANG MR SIK ERN WONG SPOTTED CHOOK INVESTMENTS PTY LTD MR KIAT POH & MISS JU-LYNN POH MR EWE GHEE LIM & MISS CHARLENE YULING LIM BNP PARIBAS NOMINEES PTY LTD BONDATRON PTY LTD EVERY STONE RECRUITMENT PTY LTD DDGG HARRIS HOLDINGS PTY LTD KHOKHANI SUPER PTY LTD LJEG SMSF PTY LTD EQUITY TRUSTEES LTD Total Securities of Top 20 Holdings Total of Securities Number held 94,796,992 39,375,000 7,942,514 6,688,766 5,253,571 5,000,000 5,000,000 3,572,218 2,761,806 2,539,800 2,440,220 2,423,417 2,360,531 2,216,875 2,097,702 1,917,000 1,384,531 1,250,000 1,161,716 1,053,559 191,236,218 220,701,277 % 42.953% 17.841% 3.599% 3.031% 2.380% 2.266% 2.266% 1.619% 1.251% 1.151% 1.106% 1.098% 1.070% 1.004% 0.950% 0.869% 0.627% 0.566% 0.526% 0.477% 86.649% Substantial shareholders of the Company are set out below: NEW CONCEPT CORPORATION LIMITED NORTHWEST NONFERROUS AUSTRALIA MINING PTY LTD 94,796,992 39,375,000 42.953% 17.841% Voting rights attached to ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon poll each share shall have one vote. Unissued equity securities There were no unissued equity securities at the date of this report. Securities exchange The Company is listed on the Australian Securities Exchange (ASX:SOP) SYNERTEC ANNUAL REPORT 2018 : 2019 56 Synertec Corporation Limited Shareholder Information As at August 23 2019 Securities Listed Options $0.053 Expiring 7 August 2020 Holdings Ranges 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001-9,999,999,999 Totals Top 20 Holdings Holders 266 229 52 59 10 616 Total Units 86,668 566,176 354,108 1,667,340 13,501,678 16,175,970 Name/Holder Number held NORTHWEST NONFERROUS AUSTRALIA MINING PTY LTD 7,875,000 LJEG SMSF PTY LTD 1,609,873 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 1,531,281 CITICORP NOMINEES PTY LIMITED 742,428 BNP PARIBAS NOMINEES PTY LTD 478,867 MR GOO TONG ANG 472,176 DDGG HARRIS HOLDINGS PTY LTD 359,813 MR KAH HONG CHAN 170,990 160,000 KENG CHUEN THAM MR DAVID KEITH EDWARDS & MRS ROBERTA MAY EDWARDS 101,250 96,595 JOMOT PTY LTD 85,778 MRS LILIANA TEOFILOVA 84,618 MR KA FAI MARTIN WONG 80,000 MR CHER TZE HANG MATTHIAS 79,780 SUBZERO COMMERCIAL REFRIGERATION PTY LTD 66,808 MR GORDON BURDEKIN & MRS NOELLE BURDEKIN 56,250 MR IVAN PRGOMET 51,200 MR IANAKI SEMERDZIEV 49,078 RAND MINING LIMITED 45,703 TRIBUNE RESOURCES N/L Total Securities of Top 20 Holdings Total of Securities 14,197,488 16,175,970 % 0.536 3.500 2.189 10.308 83.467 100.000 % 48.683% 9.952% 9.466% 4.590% 2.960% 2.919% 2.224% 1.057% 0.989% 0.626% 0.597% 0.530% 0.523% 0.495% 0.493% 0.413% 0.348% 0.317% 0.303% 0.283% 87.769% 57 SYNERTEC ANNUAL REPORT 2018 : 2019 

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