Tel: +61 8 7324 6000 Fax: +61 8 7324 6111 www.bdo.com.au BDO Centre Level 7, 420 King William Street Adelaide SA 5000 GPO Box 2018 Adelaide SA 5001 Australia DECLARATION OF INDEPENDENCE BY ANDREW TICKLE TO THE DIRECTORS OF SPARC TECHNOLOGIES LIMITED As lead auditor of Sparc Technologies Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Sparc Technologies Limited and the entities it controlled during the period. Andrew Tickle Director BDO Audit Pty Ltd Adelaide, 26 August 2021 BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. Sparc Technologies Limited Contents Consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2021 Consolidated statement of financial position as at 30 June 2021 Consolidated statement of changes in equity for the year ended 30 June 2021 Consolidated statement of cash flows for the year ended 30 June 2021 Notes to the Financial Statements Directors’ Declaration Independent auditor’s report Shareholder information General information 24 25 26 27 28 50 51 55 The financial statements cover Sparc Technologies Limited as a Group consisting of Sparc Technologies Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Sparc Technologies Limited's functional and presentation currency. Sparc Technologies Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: Registered office Principal place of business Sparc Technologies Limited Level 2 480 Collins Street Melbourne VIC 3000 Sparc Technologies Limited 51 Rundle Street Adelaide SA 5067 A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 26 August 2021. The directors have the power to amend and reissue the financial statements. 23 Tel: +61 8 7324 6000 Fax: +61 8 7324 6111 www.bdo.com.au BDO Centre Level 7, 420 King William Street Adelaide SA 5000 GPO Box 2018 Adelaide SA 5001 Australia INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPARC TECHNOLOGIES LIMITED Report on the Audit of the Financial Report Opinion We have audited the financial report of Sparc Technologies Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. Reverse Acquisition KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN OUR AUDIT As disclosed in note 4 of the financial Our procedures included, but were not limited to: report, the company acquired Graphene Technology Solutions Limited (unlisted entity incorporated in Australia). The accounting for the reverse acquisition is a key audit matter due to the effect of the arrangement which is accounted for as Graphene Technology Solutions Limited (the accounting parent) issuing a share based payment in return for the assets acquired in the company and listing status. Furthermore, judgment is involved in the determination of the value of the purchase consideration settled by way of a share-based payment. • • • • • • Obtaining an understanding of the transaction including an assessment of the accounting acquirer and whether the transaction constituted a business or asset acquisition; Assessing management’s proposed accounting treatment in accordance with applicable accounting standards; Evaluating the basis of the valuation of the share-based payment (or fair value of consideration) and challenging the underlying assumption of the valuation against comparable transactions and market data. Checking the calculation of the share based payment, fair value of identifiable net assets acquired, including any separately identifiable intangible assets, and listing expense. Considering whether any fair values or adjustments to fair values have been dealt with in accordance with generally accepted accounting principles. Assessing the appropriateness of the acquisition journals at acquisition date and checking that the disclosures in the financial statements are in accordance with the basis of preparation as disclosed in note 4 for the reverse acquisition. • Assessing the adequacy of the related disclosures in the financial report. Share based payments KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN OUR AUDIT During the year ended 30 June 2021, the Company Our audit procedures included but were not limited to: issued performance shares and options to employees including key management personnel as well as options to advisors, which were accounted for as share based payments under AASB 2: Share Based Payments. Share-based payments are a complex accounting area including assumptions utilised in the fair value calculations and judgments regarding the options issued during the year. There is a risk in the financial report that amounts are incorrectly recognised and/or inappropriately disclosed. Refer to Note 1 of the financial report for a description of the accounting policy and significant estimates and • • • • Evaluating management’s assessment of the valuation and recognition of the options. Obtaining an understanding of the key terms and conditions of the performance shares and options by inspecting relevant agreements. Holding discussions with management to understand the share based payment arrangements in place Recalculating the estimated fair value of the performance shares and options using the valuation methodology selected, including assessing the reasonableness of the methodology used and key inputs used in the Company’s valuation model. judgements applied to these transactions. • Reviewing the adequacy of the Company’s disclosures in respect of the accounting treatment of share-based payments in the financial statements, including the significant judgments involved, and the accounting policy adopted. Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2021, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 10 to 20 of the directors’ report for the year ended 30 June 2021. In our opinion, the Remuneration Report of Sparc Technologies Limited, for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit Pty Ltd Andrew Tickle Director Adelaide, 26 August 2021 Sparc Technologies Limited Shareholder information 30 June 2021 Shareholder information Distribution of equitable securities Analysis of number of equitable security holders by size of holding: 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel Equity security holders Ordinary Shares Number of holders % Of total shares issued 655 561 205 406 102 1,929 704 0.36% 2.68% 2.75% 26.09% 68.12% 100.00% 0.46% Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Ordinary Shares Number held % Of total shares issued THE UNIVERSITY OF ADELAIDE CARJAY INVESTMENTS PTY LTD CANE ASSET MANAGEMENT PTY LTD MARNIE JANE EDDINGTON BLAMNCO TRADING PTY LTD ANDREW GARNET SMITH & SALLYANNE MAREE SMITH RED DOG #1 PTY LTD SCOR GO LUATH LIMITED MR TIMOTHY JAMES FLAVEL WOWE PTY LTD MR EDWARD MALOUF MS JULIE LE CORNU HOPERIDGE ENTERPRISES PTY LTD PETERLYN PTY LTD MR SHANE ROBERT JONES & MRS CAROL ROBIN JONES LOKTOR HOLDINGS PTY LTD NORTHERN STAR NOMINEES PTY LTD BNP PARIBAS NOMS PTY LTD MR JUSTIN O'NEIL MALOUF MR JAMES KENNETH RAWSON & MR WILLIAM JAMES RAWSON & MRS KIRA JANE RAWSON 3,842,643 3,162,232 2,634,681 2,287,287 2,250,000 1,372,372 1,250,000 762,430 757,457 713,278 700,000 662,429 648,496 600,000 577,500 500,000 471,105 453,431 435,624 400,000 6.56 5.40 4.50 3.90 3.84 2.34 2.13 1.30 1.29 1.22 1.19 1.13 1.11 1.02 0.99 0.85 0.80 0.77 0.74 0.68 24,480,965 41.77 55 Sparc Technologies Limited Shareholder information 30 June 2021 Unquoted equity securities Options over ordinary shares issued Performance Shares Substantial holders Substantial holders in the company are set out below: THE UNIVERSITY OF ADELAIDE CARJAY INVESTMENTS PTY LTD CANE ASSET MANAGEMENT PTY LTD MARNIE JANE EDDINGTON BLAMNCO TRADING PTY LTD Voting rights The voting rights attached to ordinary shares are set out below: Number on issue Number of holders 8,846,765 7,000,000 18 4 Ordinary shares Number held 3,842,643 3,162,232 2,634,681 2,287,287 2,250,000 % Of total shares issued 6.56 5.40 4.50 3.90 3.84 Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There are no other classes of equity securities. 56