This Appendix 4E Annual Report is provided to the ASX under Listing Rule 4.3 and should be read in conjunction with the accompanying
Preliminary Annual Financial Report for the year ended 30 June 2024.
Spectur Limited
Appendix 4E
Preliminary Financial Report - For the year ended 30 June 2024
(Previous corresponding period: Year ended 30 June 2023)
Results for announcement to the market
Spectur Limited
Year ended
30 June 2024
Year ended
30 June 2023
Change
$
$
Revenue from ordinary activities
8,185,873
7,367,152
11%
Loss from ordinary activities after tax
(2,578,227)
(2,923,065)
12%
Net Loss for the period attributable to shareholders
(2,578,227)
(2,923,065)
12%
Adjusted EBITDA from continuing operations (i)
(1,401,357)
(1,610,019)
13%
(i)
Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortization, one-off inventory write-offs, restructuring costs
and share-based payments. This is an unaudited non-IFRS measure.
Commentary on the results for the year can be found in the Review of Operations and Activities of the accompanying Annual
Report on pages 4 to 16.
1.
Statement of Profit and Loss and other comprehensive income
Refer to attached Annual Report page 28.
2.
Statement of financial position
Refer to attached Annual Report page 29.
3.
Statement of cash flows
Refer to attached Annual Report page 31.
4.
Statement of changes in equity / retained earnings
Refer to attached Annual Report page 30.
5.
Dividend payments
Refer to attached Annual Report.
The Company does not propose to pay any dividends in the current year.
6.
Dividend reinvestment plans
The Company does not have a dividend reinvestment plan.
This Appendix 4E Annual Report is provided to the ASX under Listing Rule 4.3 and should be read in conjunction with the accompanying
Preliminary Annual Financial Report for the year ended 30 June 2024.
7.
Net tangible assets per security
8.
Details of entities over which control has been gained or lost
No changes to control of entities in the period.
9.
Details of Associates and joint ventures
Not applicable
10. Other significant information
Not applicable
11. Foreign entities – Accounting Standards
Not applicable.
12. Results for the period
Refer to the review of operations and activities in the attached Annual Report on pages 4 to 16.
13. Status of audit
The Annual Report is based on financial statements have been audited
Current Year
Previous Corresponding Year
30 June 2024
30 June 2023
Net Tangible Assets per ordinary share
(0.30 cents)
0.30 cents
Spectur Limited
ACN 140 151 579
Annual Report
30 June 2024
Content
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 2 of 69
Corporate Information
3
Managing Director’s Review
4
Directors’ Report
12
Remuneration Report
17
Auditor’s Independence Declaration
27
Consolidated Statement of Profit or Loss and Other Comprehensive Income
28
Consolidated Statement of Financial Position
29
Consolidated Statement of Changes in Equity
30
Consolidated Statement of Cash Flows
31
Notes to the Consolidated Financial Statements
32
Consolidated Entity Disclosure Statement
61
Directors’ Declaration
62
Independent Auditor’s Report
63
Additional Securities Information
67
Corporate information
ACN 140 151 579
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 3 of 69
Directors
Mr Darren John Cooper
Dr Gerard John Dyson
Ms Bilyana Smith (resigned 23 November 2023)
Mr Marco Da Silva (appointed 23 November 2023)
Mr Rhett Morson (appointed 1 December 2023 and resigned 11 June 2024)
Company Secretary
Mrs Suzie Jayne Foreman
Registered Address and Principal Place of Business
12 Fargo Way
Welshpool, WA 6106
Telephone: 1300 802 960
Solicitors
Blackwall Legal LLP
Level 26, 140 St Georges Terrace,
Perth, Western Australia 6000
Bankers
ANZ Bank
127/816 Beeliar Drive
Success, WA 6164
Auditors
HLB Mann Judd
Level 4, 130 Stirling Street
Perth, WA 6000
Share Registry
Automic Registry Services
Level 2, 267 St Georges Terrace
Perth, WA 6000
GPO Box 5193, Sydney, NSW 2001
Telephone: 1300 288 664 (within Australia)
Email: hello@automic.com.au
Managing Director’s Review
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 4 of 69
Managing Director’s Review
Overall Performance
Financial year FY24 will appear to be an inflection point in the journey of Spectur Limited, only visible in hindsight. A number
of key milestones were achieved which will underpin profitability and ongoing growth of Spectur in FY25 and beyond. Some
of these included:
Operational and financial integration of the 3 Crowns Technologies and Spectur New Zealand acquisitions, which
closed in H2 FY23. These integrations underpinned the realisation of related long term cost and revenue synergies.
Completion of the renewal of the Spectur hardware technology stack. FY24 saw the end of production for STA6s
and HD5 models, including the sale of related inventory and the launch of the wired STA6-240X, HD6, ERB6, STA7
and STA-Power platforms. All of the new platforms bring substantial improvements in performance, new features
and new applications for customers as well as delivering direct and indirect improvements that positively impact
sourcing, production, shipping, storage and sales.
A step change in productivity with associated cost base and future margins. Through a strategic focus on long
term profitability and efficiency that comes with customer service centricity, Spectur replaced a number of systems
with an upgraded Enterprise Resource Planning (ERP) tool and substantially reset the services and operations
functions within the business. The impacts of these changes are already felt and are expected to continue to
deliver increasing value in FY25.
42% growth in sales compared with FY23. With the expanded software stack from the 3 Crowns Technologies
acquisition and the increasingly modular hardware platform that was in production in FY24, Spectur pushed into
government tendering and reseller / distributor markets. In addition to the 42% growth in sales of short and long
term revenue, this also led to a comparable growth in the size of the sales pipeline during the financial year, which
underpins revenue growth into FY25 and beyond.
The year was not without challenges and disappointments. Restructuring, refocus and the realisation of cost synergies
meant that some talented employees departed Spectur during the year. We appreciate their contribution to the Spectur
journey. The Company also learned much about government tendering and what it takes to win. The difference between
stated and actual award dates for government tenders (and others) was recalibrated during the year to better align with the
slow progress and protracted processes that we have experienced.
Internally, it took longer to finalise our hardware and associated firmware renewal than anticipated, although the ultimate
results are bearing fruit. These delays did mean that FY24 hardware sales were more biased towards the older tech stack
than anticipated.
Finally, an extended process of customer engagement revealed the degree of importance assigned to ongoing service.
Spectur customers and customers of our resellers are increasingly biased towards larger government, utility and institutions,
which have higher expectations of service than some other sectors. This led to some organisational changes and a strategic
re-emphasis on service and the introduction of a more formal project management function. It is our aspiration to
consistently provide the leading service experience for our target customers and we believe that this can become an
increasingly valuable additional differentiator for Spectur.
Spectur was successful in raising capital and generating operating cash as required to reduce and ultimately remove
structural debt by the end of the financial year. The Company entered FY25 essentially debt-free and confident in ongoing
topline growth and positive full year EBITDA for the first time in corporate history. The inflection point of profitability is
behind Spectur and the Company approaches FY25 with enthusiasm.
Market Conditions
Australian and New Zealand markets for Spectur had a number of key attributes that impacted performance during the
financial year.
Rising and persistent inflation and interest rates impacted spending in some construction markets, which was also offset in
some cases with massive increases in net immigration, quite notably in WA and Queensland, and Australia overall. The
hangover from intense, ongoing periods of government spending in New Zealand and Victoria (for example) saw softening
in these markets both in commercial and government spaces, which has influenced where Spectur has invested
discretionary sales and marketing efforts.
FY24 saw substantial scaling in awareness and acceptance of artificial intelligence (AI), most notably large-language models
such as ChatGPT. AI applications during the year were requested more frequently by customers and appeared more often
in competitor offerings, illustrating the rapid adoption of some of these applications. Spectur continues to take an AI
agnostic approach, refusing to compete with our core suppliers and customers in the AI space. Instead, we have invested
Managing Director’s Review
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 5 of 69
more in creating modular hardware and software platforms that enable the easy deployment of 3rd party AI applications in
remote, temporary or otherwise wireless settings.
Customer departures from CCTV and related technology that is sourced from Chinese manufacturers with link so the
Chinese Communist Party continued to strengthen. Particularly within local and state governments, critical utilities and
other national infrastructure providers there was a move to cease procuring this technology and in some cases remove or
replace existing examples. This plays to the strengths of Spectur as our modular platform is built from our internal code
and electronics, and the camera and related componentry that is incorporated into our finished goods does not originate
from any of the sources that are banned by the National Defence Authorisation Act (NDAA) or Technical Assistance
Agreements (TAA) that are used as analogues in Australia.
FY24 was also characterised by an overall increase in awareness within customers and the general public of the prevalence
and applications of CCTV technology. In some cases this was unhelpful for market expansion as concerns about privacy
remain, however the expansion continues. This increase in awareness was accompanied with an increasingly welcomed
growth in customer knowledge. Informed customers are better able to understand the technical benefits of Spectur
solutions compared with substitutes and alternatives.
Competition in related security applications continued to split during the year into relatively low sophistication entry level
products that are increasingly dominating the home building and minor construction markets, and more capable solutions,
usually with a greater range of functionality and AI. ASIC has reported that nearly 3,000 building and construction
companies collapsed in FY24, eight per day. Whilst Spectur continues to service customers directly and indirectly in the
construction and building space, in many cases a very simple solution or even a “scarecrow” can be enough to provide
some deterrence. Lower competitive advantage, tighter margins and substantially increased risk of non-payment of debts
makes direct sales to this market less attractive to Spectur in the longer term. This has impacted rental income more than
other revenue streams.
The Spectur strategic focus remains on expanding directly into government, utility and institutional customers with more
advanced needs, where our differentiated offering is more valuable. Indirect expansion plans via resellers and distributors
are expected to address a broader array of end markets.
In the safety and warning space our growth continues with notable wins and expansion in NSW, QLD and WA in FY24. The
Spectur offering has continued to evolve in this space and is the only “product” in this space, with increasing reliability,
performance and functionality as the technology is evolving. Combined with our CoastalComs and Envirocoms software
offerings, we are able to provide safety, warning, advance AI applications and reporting to a broader range of customers in
this space.
Revenue from Operations
For FY24 the Spectur Group reported consolidated revenue of $8.186 million, up 11% on FY23 of $7.368 million and up
40% on FY22 of $5.828 million.
FY24 saw the operational integration of all 100% owned Spectur entities coincide with multiple projects and accounts that
blended offerings across the Group. The “parent entity” of the revenue was decided on the basis of a range of factors
including ISO27001 status, predominance of revenue and history with the customer.
Spectur New Zealand (SNZ) continued to disappoint with lower than expected top line revenues. Noting ongoing
fundamental market challenges in NZ and greater opportunities in some geographies in Australia, cost reductions were
implemented in this location along with changes in the sales strategy.
Revenue
Including 3CT and SNZ FY24
$’000
FY23
$’000
% Increase/(decrease)
System Sales
1,809
2,086
(13%)
Field Services
833
850
(2%)
Subscriptions
1,928
1,644
17%
Rentals
2,275
2,308
(1%)
3CT
1,215
(From 17 February 2023) 442
175%
SNZ
127
(From 17 March 2023) 38
234%
Total
8,186
7,368
11%
Comparing consolidated or Group revenue for FY24 in more detail with FY23 provides additional insights to the trends
across the four key revenue streams within Spectur.
Managing Director’s Review
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 6 of 69
Key large sales contracts in FY24 (e.g. Surf-life Saving NSW and Southern Cross Protection material announcements in H1
FY24) incorporated multi-year service contracts that will underpin revenue into FY25 and beyond, but did not deliver the
full sales value in FY24. Delays in replacing the older hardware technology also had some impact on system sales in FY24,
with older system sales continuing into H2.
Subscription revenue was substantially up on FY23 due to inclusion of the full year of 3CT as well as an increase in the
proportion of Spectur hardware contracts that were sold with expanded subscription offerings. It is expected that the
transition of increasing recurring revenue as a function of overall revenue will continue.
Rental revenues declined, primarily in the middle of H2, in response to increasing competitive pressures in the bottom end
of the building construction market and the gradual withdrawal of the older (more basic and cheaper) HD5 product from
the rental fleet. Some recovery was noted in the latter parts of Q4 FY24, in response to new customer interest in the latest
technology HD6 in particular.
Overall annual recurring revenue, which is the sum of subscription and rental revenue, was $5.452m.
Sales performance
FY24 sales performance ($6.889m) was up 42% on FY23 sales ($4.847m) which is a significant uplift and will be reflected in
future revenue given two of the largest contracts are on long-term 5-year agreements. Three key highlights for the year
include;
The renewal of all 3CT customers with the majority of these moving from month-to-month contracts to 3-year
terms. This demonstrates the success of integration and is fundamental to our strategy of increasing long-term
recurring revenue.
The execution of two major contracts with Southern Cross Protection and Surf-Life Saving NSW for a combined
contract value of over $1.8m, each over a 5-year period. The ongoing successful delivery of these two major
customer contracts underpins future orders as both customers plan expansions to their fleets this financial year.
The successful onboarding of our first major distribution partner in VSP, one of Australia’s leading CCTV
distributors. This will allow the Company to leverage the large sales team and network VSP has built across
Australia.
Looking forward, a growing number of opportunities in the sales pipeline include complex solutions that utilise Spectur
hardware and our Envirocoms and SecureGo software stack (which was part of the 3CT acquisition in 2023). Spectur has
sold a number of these projects in FY24, and a growing percentage of the pipeline includes these solutions. The City of
Gold Coast has been an excellent example of this with approximately $750k of work awarded across multiple 3-year
contracts in FY24 including combinations of:
Spectur emergency response beacons for drowning prevention;
Spectur SecureGo and Envirocoms cloud platforms to provide advanced video management and analytics; and
Third party AI solutions.
These hybrid opportunities are higher value, margin and complexity, offsetting competitive pressures which have been felt
at the bottom end of the security market.
Cost performance
Managing Director’s Review
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 7 of 69
SNZ and 3CT were operationally integrated for FY24 and consolidated full year results are presented across the four key
components of revenue at the Group level below. Unconsolidated results (aggregated) are provided for 3CT and SNZ for
information.
Gross margin percentages
Consolidated FY24
FY23
% Increase from FY23 to FY24
3CT
Unconsolidated 27%
30%
(10%)
SNZ
Unconsolidated 11%
18%
(39%)
Hardware sales
48%
47%
2%
Services
31%
24%
29%
Rentals
79%
83%
(5%)
Subscriptions
49%
55%
(11%)
Consolidated GM %
55%
56%
flat
Noting the lower GM% for the 3CT and SNZ entities, including a full year of results was dilutive and hence delivering GM
levels of 55% was demonstrative of the ongoing performance in the legacy Spectur business. Operational integration means
that revenue is increasingly a function of combined offerings going forward and hence Spectur will only provide consolidated
GM% results in reporting in the future.
Improvements in hardware GM% were less than planned due to the delays in fully exiting the older technology stack and
some initial warranty related issues (that have been addressed) with the all-new STA-Power. FY25 sees the sales of only
the new technology, albeit with an increasing amount of 3rd party (and lower margin) offerings such as trailers and OEM
cameras. Even with longer warranty periods associated with our higher performing new technology, overall margins for
direct sales are expected to increase in FY25.
The Services revenue line includes traditional Spectur field services, guard and installation or support services provided by
3rd parties and discrete professional services undertaken by Spectur engineers or data scientists. Since January of 2024,
this part of the business has undergone transformation, which continues into FY25. New leadership, systems and process
along with some rationalisation of costs is driving shorter response times and higher overall levels of customer service. We
aspire to provide the leading service levels in our industry, which combined with an increasingly high “uptime” stack and
associated lower warranty costs, will improve billability and profitability of this portion of the revenue. FY25 is also expected
to bring a substantial expansion of our 3rd party installer and service network, to complement our growing reseller and
distributor network. This may impact margins but is expected to improve chargeability.
The rental business commenced a period of refresh and renewal with HD6 systems in particular replacing older HD5
systems that were largely depreciated, lower performing and requiring increasing support costs. Much of the HD5 fleet,
which still makes up a plurality of the overall rental fleet is fully depreciated. As new technology is coming in, the
depreciation expenses have increased, leading to a slight decrease in gross margin percentages. As Spectur is becoming
more focussed on customers with more sophisticated needs, revenues from the competitive entry level products is expected
to decrease.
A higher proportion of subscription revenue in FY24 came from a full year of the Envirocoms, CoastalComs, SecureGo and
related products that were part of the 3CT acquisition. These products are sold almost entirely as a subscription, even
when there are some hardware elements. Costs associated with fixed but scalable infrastructure and other direct costs
including labour for data science and support, data costs and some limited hardware mean that this element of the recurring
revenue mix has lower gross margin percentages (albeit with low overhead) relative to the legacy Spectur limited business.
This led to some reduction in GM%.
Overhead costs remained flat despite increasing revenue.
Consolidated Expenses
FY24
$’000
FY23
$’000
% Increase
Finance charges
154
127
21%
Employee and Admin
6,073
5,530
10%
Share-based payments
103
530
-81%
Other expenses
1,080
1,208
-11%
Total
7,410
7,395
flat
FY24 included a full year of 3CT and SNZ including all their staff, property and some infrastructure, however the process of
integration resulted in some consolidations during the year (e.g insurance policies, property and head count). Key increases
of note included:
Managing Director’s Review
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 8 of 69
Marketing costs growing by $110k. This was consistent with taking on a part time marketing professional, fully
replacing the Spectur website, rebuilding most of the SolarCam website, engaging Sales Development Resources
(SDRs / lead generators) and other activities that have had a substantial contribution towards the increase in sales
in FY24.
Board costs increased by $40k as a 4th Board member was present for part of the year.
Loss on sale of assets was up by $50k in response to some rationalisation of assets and the rental fleet.
Property costs increased by $120k, partly because of additional property in SA and NZ, but also due to renewed
leases in a post-Covid environment.
People related costs increased due to the increased number of employees as a result of the acquisition in prior
year (35 at the start of FY24), as well as the restructuring costs involved in reducing that number to 26 (at 30 June
2024).
Notable reductions in overhead costs included:
IT cost reductions by $40k as the Company largely concluded the ERP development work and rationalised
systems.
R&D costs declined by $150k as major hardware renewal and cloud upgrade works, which did include some 3rd
party contractors and hardware componentry, concluded earlier in the year.
Strategic costs related to acquisitions reduced by $90k in response to not doing any acquisitions in FY24.
Share-based payments (non-cash) reduced substantially in response to the departure of some employees in
restructuring activities as well as delays in reaching corporate goals, which impacted the performance on incentive
schemes.
The overhead base cost has been reset at the start of FY25, supporting the plan for a profitable future.
Net loss after tax reduced 12% from $2.9m in FY23 to $2.6m in FY24.
One-off costs for FY24
H2 FY24 included a substantial restructuring exercise in response to integration of the 3CT and SNZ acquisitions, and
technology and productivity improvements. This resulted in a substantial reduction in workforce with the 30 June 2023
Company people count of 35 comparing with 26 at 30 June 2024. This brought some substantial exit costs and liability
reductions associated with notice and termination benefits.
Whilst Spectur has been successful in raising money via placements without brokers or extensive legal fees, legal and
registry fees associated with using Options as part of the Q4 Entitlements Offer (EO) brought one-off costs that will not be
repeated in FY25.
With the implementation of an entirely renewed hardware technology stack along with a new ERP (Simpro), the business
also took the opportunity to take a deep dive review of inventory in the final year stocktake. This resulted in a substantial
amount of older or in some cases obsolete stock being written down to zero, resulting in a substantial final year adjustment.
As part of the acquisition of 3CT in 2023, the assets included 2,048 APNIC IP addresses that were valued at $143k at 30
June 2023 but had declined in value to $95k as at 30 June 2024, resulting in a write down of $48k.
A summary of one-off costs for FY24 are included below:
One off items
Costs
$’000
Restructuring costs
276
Legal and registry fees
43
Write down of older and obsolete stock
502
Write down of APNIC IP Addresses
48
Total
869
Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation, and share-based payments and
results in an adjusted EBITDA loss for FY24 of ($2,222K), compared with ($1,610K) in FY23. If the one-off costs listed above
are subtracted from the adjusted EBITDA, this would result in an underlying adjusted EBITDA loss of ($1,401k).
Debt facility repaid
Spectur obtained a $1.5m debt facility from our largest shareholder, EGP Capital in H2 FY21. In Q1 FY23 Spectur
renegotiated the facility to a reduced limit of $1.1m, which was the amount drawn at the time, as it was determined no more
Managing Director’s Review
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 9 of 69
debt funding would be required. In Q4 FY24 Spectur fully repaid this amount, removing all structural debt from the
Company.
The Company continued the policy of not capitalising research and development, ERP implementations or other intangibles
leading to intangibles largely being limited to costs associated with intellectual property protection.
Spectur entered FY25 absent of structural debt, substantial intangibles or other related obstacles to future profitability.
Technology advances
Over the past 12 months, the advancements introduced in FY23 have continued to shape and strengthen Spectur’s
technology stack. The STA-Power system has been widely adopted, proving its value in diverse applications, and solidifying
its position as a key component in our modular suite of solutions. The market response has been overwhelmingly positive,
leading to steady revenue growth from both Spectur platforms and third-party technology customers. The transition from
the HD5 to the HD6 camera system has been seamless, with the new HD6 system receiving excellent feedback for its
enhanced features including modularity, edge AI capabilities, 4K streaming video, and two-way communications. The STA6-
240X model has successfully met the demand for robust mains-powered solutions in shaded or indoor environments,
integrating smoothly into our ecosystem.
Building on the success of HD6, twenty new Emergency Response Beacons based on the updated HD6 platform were
shipped. Further strengthening our partnerships with surf life-saving organizations across Australia, we developed a variety
of prototype additions and improvements with exciting additions planned for summer 2025.
The development of the STA7 model continued as planned and was delivered as anticipated. Development of our new
flagship model was supported by a thorough analysis of the latest Edge AI object identification and tracking technologies,
laying the groundwork for continued advancements in FY25. Major investment was also made in streamlining and updating
our edge firmware more generally to ensure unrivalled uptime and reliability. This work ensures plug-and-play functionality
which not only supports efficiencies in our Field Service teams but also forms a critical enabler for significant growth in our
installation partner network.
Our strategy of building upon proven, common core componentry and designing for system modularity continues to reap
benefits in terms of rapid market adaptation and staying responsive to the needs of our customers and the demands of their
installations. To support our new product lines, we developed or refreshed all elements of Spectur’s installation solutions.
These included solar trailers, concrete blocks, mobile bases, and updated pole mounting solutions.
With the hardware dominated foundations of this strategy locked in, we are now building our processes to increasingly focus
on software-led innovation.
To underpin this strategy, we launched the first components of our new user interface. This followed User Experience design
development and led to the delivery of initial functionality for our partners and resellers who manage large portfolios of
Spectur cameras. Utilising the latest User Interface (UI) framework allows Spectur to implement full-stack .NET coding,
which enhances speed, reduces overhead, and promotes code re-use across Web and Apps. We are now entering a period
of rapid iteration, positioning us for future growth and innovation.
Our commitment to offering a diverse range of camera options was strengthened as we deepened ties with core vendors,
enhancing our support for their products on the Spectur platform. We also continued to develop deeper integration with
our Envirocoms enterprise product suite, which not only delivers enhanced value to customers and streamlines our
operations but also provides a scalable model for future acquisitions by Spectur. We tested and prototyped various satellite
communication solutions, ultimately proceeding with Starlink, including a unique 12V power solution that enhances our
connectivity options.
In our pursuit of excellence, we worked towards company-wide ISO27001 certification, implementing rigorous testing and
the initial components of our improved management system. Staff cyber training was implemented to ensure we maintain
high standards of data security and that we retained our ongoing ISO27001 certification for works done within the 3CT
entity.
Summary of key outcomes:
Wrapped up the release of a completely refreshed product line including common, plug-and-play components and
installation systems
All products now equipped with Edge AI for improved performance and reduced 4G communication overhead.
Launched the initial components of a comprehensive new user interface for partners and resellers.
Partnered with surf life-saving organizations to develop new innovations planned for summer 2025.
Continued adding camera options and strengthening vendor relationships with camera OEMs in particular.
Managing Director’s Review
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 10 of 69
Deepened integration with Spectur’s Envirocoms enterprise product suite.
Delivered Starlink integration.
Progressed towards ISO27001 certification.
In the coming year, Spectur will shift its Research and Development focus towards rapid software innovation. This strategic
move aims to accelerate our development cycles, enabling us to stay ahead of the market and continuously enhance our
technology offerings. This agility, built on our increasingly modular hardware and software backbone will allow us to more
swiftly respond to market needs than competitors that lean heavily or entirely on OEM technology solutions.
We will further integrate the Envirocoms enterprise solution stack, enhancing our capabilities and offering a more
comprehensive suite of services to our clients. This deeper integration will streamline operations and improve the overall
user experience, solidifying our position as a leader in the most innovative parts of our industry. Whilst delivering functional
improvements, we are committed to delivering further cost savings across our cloud infrastructure and production
component suppliers.
The extension of our certified ISO27001 information management system from 3CT across the Group remains a high
priority. Achieving this total certification will reinforce our commitment to data security and provide assurance to our clients
that their information is protected to the highest standards. We will deepen the integration to our monitoring partners, aiming
to provide enhanced end-to-end solutions. Early design development will commence for our Third Generation Edge
Compute Platform as the current Nvidia Nano platform approaches end-of-life in 2027.
Spectur’s technology strategy ensures we build on our competitive advantages in modular data integration software and
solar powered sensing, thinking and acting platforms whilst being able to integrate rapid changes that are occurring in the
AI, cameras and sensing markets.
Key Risks
The Board is cognisant of certain principal risks that may impact the ability of the Group to achieve its business objectives
which include:
•
Capital and funding requirements – Depending on how successfully the Group executes the profit and growth
strategy and related circumstances within the macroenvironment, additional capital may be required at some
point beyond existing cash reserves.
•
Development and commercialisation of the Group’s technology – The success of the Group will depend upon our
ability to preserve our technology leadership and intellectual property. A failure to maintain our unique value
proposition in the face of new or evolving competitors could impact margins, profitability and the overall success
of the company in scaling up.
•
Product failure – It is possible that a hardware, software or cloud infrastructure failure could lead to an
interruption in system performance during a critical event. This could have brand and direct liability impacts that
could effect future revenues and immediate expenses.
•
Sales and customer risks – The Group will need to maintain and expand the customer base and develop new
relationships with strategic customers and resellers. Failure to achieve sales targets in key areas could lead to
material revenue shortfalls.
•
Suppliers and the supply chain – Spectur relies on a number of suppliers that are located in Asia. Conflict or
other major interruptions to suppliers in this region could have a substantial impact on the ability to source
componentry for production.
•
Reliance on key personnel - The Company relies on the experience and knowledge of key members of its staff.
In the event that key personnel leave and the Company is unable to recruit suitable replacements, such loss
could have an adverse effect on the Company.
•
Macroeconomic conditions – Economic and market risks, both in Australia and internationally, may have a direct
and/or indirect impact on our ability to achieve our business objectives. These include movements in interest,
inflation and currency exchange rates.
•
Cyber security – There is an increasing volume, scope and intensity of cyber and ransom attacks on companies
and government. Whilst Spectur has advanced mitigation solutions and is further expanding the scope of
systems and processes to reduce the risk of a successful cyber attack, a residual risk remains. This risk could
impact the ability of Spectur to provide solutions to companies, with a corresponding risk to revenue and future
sales.
The Board is responsible for setting the risk appetite of the Group and is committed to maintaining a risk management
framework that monitors and manages business risks.
FY25 expectations
Managing Director’s Review
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 11 of 69
Spectur has provided guidance for FY25 of $10.2m to $12.0m consolidated revenue and $0.1m to $1.3m of EBITDA.
Underpinning this is an FY25 business plan that is very focussed on execution and tactics. Spectur does not expect to
make major strategic changes in FY25, but rather realise the benefits of strategic investments made in the last few years.
Core priorities for the leadership of the business are target customer satisfaction and retention from a profitable and
sustainable commercial model. Short interval controls will be in place to ensure that profitability targets are met.
Operationally, there is a key focus on optimising the new ERP and related systems that were implemented in FY24, to drive
efficiency and productivity improvements. The Company is already seeing reduced costs and increased throughput, with
more improvements expected as the year progresses.
It is expected that there will be technology expansions in software and cloud during FY25, most notably around the user
interface and delivering on tactical or tender based requirements. No major hardware changes are expected in this period.
The sales and marketing strategy will see (in Q1 25) the (re)launch of Solarcam – the first acquisition undertaken by Spectur
in 2017. This brand, and particularly the associated web domain, will underpin our online marketplace, opening an additional
channel for new and existing customers to purchase Spectur and 3rd party solutions. Growth into existing and new resellers
and distributors is also expected and remains a focus. The fully vertically integrated Spectur sales model is too capitally
intensive to scale rapidly, so it is expected that growing revenue to $20m, $50m and beyond into international markets will
only come from an increasing proportion of reseller and distributor partnerships.
Similarly, the fully internally supported service team that Spectur currently provides struggles to meet desired service levels
in regional centres or when there is a concentration of effort required over short intervals. To meet the Company’s goals
around service levels, Spectur is actively engaging with a number of Australian and regional partners that have service
people suitable to supplement our teams. Deploying and supporting the new Spectur hardware via our internal teams and
3rd parties (or even the customers themselves) underpins higher customer service, utilisation and profitability in the
Company’s future.
Having successfully integrated two acquisitions from 2023, the Company can operationally consider additional targets in
the future. Whilst Spectur has a clear path to profitable organic growth, the Company is proactively exploring opportunities
that will accelerate the core strategy in a way that delivers accretive value and would be supported by shareholders.
Similarly, the Company continues to entertain an increasing frequency of inbound enquiries for partnering, merger and
acquisition which is demonstrative of the corporate progress that has been made and is expected in the future
Spectur has a unique offering that provides a very positive contribution to making our communities safer, more sustainable
and smarter. We expect to focus on the areas where we can make the most positive impact, with the most valuable and
differentiated offering, as we scale into larger, rapidly growing and ultimately international markets.
Gerard Dyson
Managing Director
Directors’ Report
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 12 of 69
The Board of Directors of Spectur Limited present their report on Spectur Limited (“Company” or “Spectur”) and its
controlled entities (“Group”) for the year ended 30 June 2024.
Directors and Officers
The names of directors and officers who held office during or since the end of the year and until the date of this report are
as follows.
Darren John Cooper
Non-Executive Chairman
Gerard John Dyson
Managing Director
Bilyana Smith (Resigned 23 November 2023)
Non-Executive Director
Marco Da Silva (appointed 23 November 2023)
Non-Executive Director
Rhett Morson (appointed 1 December 2023
and resigned 11 June 2024)
Non-Executive Director
Suzie Jayne Foreman
Company Secretary
Current Directors and Officers
Mr Darren John Cooper
Independent Non-Executive Chairman
Qualifications
B.Bus (Curtin), Masters of Applied Finance (Macquarie), Australian Institute of Company
Directors graduate.
Length of Service
4 years, 11 months
Experience
Darren Cooper spent in excess of 20 years with various companies in management and
senior executive roles. Darren now holds a number of Board and Strategic Advisory roles
across a range of industries including government, property, construction and aged care.
He is also an investor in and director of a range of technology & media-based start-up
businesses.
Mr Gerard John Dyson
Managing Director
Qualifications
B.Eng (Hons, Civil), B.Com (Mgmt, Mktg), PhD (Geotechnical Engineering) from the
University of Western Australia, Adv Dip Bus from Federation University, Graduate of the
Australian Institute of Company Directors.
Length of Service
5 years as Managing Director
Experience
Gerard Dyson is a seasoned Managing Director and prior to joining Spectur held the role
of Executive Vice President and Regional Managing Director, Americas for Advisian, a
global consulting and advisory firm of Worley Limited (ASX:WOR), from 2015 to 2018. Dr
Dyson has held a number of global, regional and local roles in Australia, USA, Canada,
Latin America, Asia and the Middle East, including as Group Managing Director,
Infrastructure in 2014 to 2015 and Director of Consulting, Australia & New Zealand from
2011 to 2014. Dr Dyson has also led sales teams, developed and implemented strategy
and has strong experience in infrastructure, environment, mining, power and chemicals
sectors.
Mr Marco Da Silva
Independent Non-Executive Director
Qualifications
Certificates from INTEC College in Business Management and Electronics, Certificate
from EPCOS (Germany) in Power Quality and Certificate from Vetasses in Electronics
and Communications
Length of Service
7 months
Experience
Marco da Silva is a technology entrepreneur and Director of several engineering
companies involved in power and energy products including electrical transformers,
power conditioning and renewable energy. Marco's area of expertise covers both
electrical and electronic engineering with over 20 years in the field of power conditioning
and energy storage. He has extensive exposure to the mining, utility and government
sectors across Australia and South Africa, along with deep expertise in design,
manufacturing, supply chain management and international sourcing and servicing.
Directors’ Report
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 13 of 69
Directorships of other listed companies
Directorships of other listed companies held by directors currently and in the 3 years immediately before the end of the
financial year are as follows:
Name
Company
Period of directorship
Mr Darren John Cooper
The GO2 People Limited
28 July 2017 – 30 April 2023
Xamble Group Limited (formerly
Netccentric Limited)
1 Sept 2020 – 31 May 2024
Dr Gerard John Dyson
-
-
Ms Bilyana Smith
(resigned 23 November 2023)
-
-
Marco Da Silva
(appointed 23 November 2023)
-
-
Rhett Morson
(appointed 1 December 2023
and resigned 11 June 2024)
-
-
Company Secretary for the reporting period
Mrs Suzie Jayne Foreman
Company Secretary
Qualifications: B Comm (Econs), CA, FGIA.
Ms Foreman is a Chartered Accountant and Governance Institute Fellow member, with over 20 years of experience within
the UK and Australia, including 11 years combined experience with a Big 4, and a boutique advisory firm, specialising in the
areas of audit and corporate services. Ms Foreman has extensive experience in senior management roles including as a
Chief Financial Officer and Company Secretary for a range of ASX listed entities from ASX top 300 tier entities to start-up
enterprises. Ms Foreman is skilled in cash flow, governance and enterprise risk management, financial reporting, audit, and
company secretarial work. Suzie has been involved in the listing of over 15 entities on the Australian Securities Exchange
over the past 20 years and involved in capital raisings and M&A transactions exceeding $300 million in total.
Ms Foreman has previously held numerous Company Secretarial, Non-Executive Directorships, and/or Chief Financial
Officer positions for ASX listed entities and is the Company Secretary and a non-executive director of NickelSearch Limited
(ASX:NIS), and Company Secretary of Swift Networks Group Limited (ASX:SW1).
Principal activities
The principal activities of the Group during the year were providing security, safety, environmental monitoring and visual AI
solutions that contribute to making communities safer, smarter and more sustainable. Spectur develops, manufactures and
sells solar-powered and remotely connected hardware, and writes firmware, software, cloud and web apps that enable
solutions to be delivered reliably and securely to customers. An in-house customer service team provides warehousing,
installation, repair and maintenance services to Spectur customers and resellers. The Company also provides a selection
of 3rd party hardware and software to supplement its in-house capabilities.
Dividends
No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has
been made.
Employees
The Group had 26 employees as at 30 June 2024 (2023: 35 employees).
Loss per share
30 June 2024
30 June 2023
Basic loss per share (cents per share)
(1.1)
(1.6)
Directors’ Report
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 14 of 69
Subsequent events after the reporting date
On 29 July 2024 Spectur raised $465,000 via the Placement of 23,250,000 fully paid ordinary shares from among its
largest shareholders, being the shortfall from the May 2024 Entitlements Offer. The shares were issued at the same price
as the Entitlement Offer shares, being 2.0c per Share with an additional attaching unlisted Option exercisable at 2.9c on
or before 30th May 2025.
On 9 August 2024, the Company accelerated its R&D advance by utilising a short-term loan facility from Radium Capital,
for $271,000. The R&D advance will be likely repaid in Q2 FY24, when the refund is anticipated to be received.
The Directors are not aware of any matter or circumstance that has arisen since 30 June 2024 which significantly
affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of
the Group, in future financial years.
Laws and Regulations
Spectur’s operations are subject to various laws and regulations under the relevant government legislation. Full compliance
with these laws and regulations is regarded as a minimum standard for all operations to achieve the objectives of the
Company. Instances of non-compliance by an operation are identified either by internal investigations, external compliance
audits or inspections by relevant government agencies. There have not been any known breaches of laws and regulations
by the Company during the year and up to the date of this report.
Indemnification and Insurance of Officers
The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person who is or
has been a director or officer of the Company for any liability caused as such a director or officer and any legal costs
incurred by a director or officer in defending an action for any liability caused as such a director or officer.
During the year the Company has paid a premium in respect of directors’ and executive officers’ insurance. The contract
contains a prohibition on disclosure of the amount of the premium and the nature of the liabilities under the policy.
Directors’ meetings
The number of meetings of Directors held during the year and the number of meetings attended by each Director were as
follows:
Securities on issue
Total shares, options and performance rights and service rights of the Company on issue as at the date of this report are as
follows:
Directors’ holdings of shares, options and performance rights during the financial period have been disclosed in the
Remuneration Report. Option or performance rights holders do not have any right, by virtue of their option / performance
rights, to participate in any share issue of the Company.
Director
Directors’ meetings
FY24
No. eligible to attend
No. attended
Darren Cooper
12
12
Bilyana Smith
5
5
Gerard Dyson
12
12
Marco Da Silva
8
8
Rhett Morson
7
7
Number of fully paid
ordinary shares
Number of options over
ordinary shares
Number of performance
rights
Number of service rights
290,748,271
102,166,410
52,857,310
7,000,000
Directors’ Report
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 15 of 69
Shares under option or issued on exercise of options
At the date of this report, unissued ordinary shares or interests of the Company under option are:
There were no shares issued during the year as a result of an exercise of Options.
Performance and Service Rights
As at the date of this report, the following performance and service rights in the Company were on issue.
Proceedings on behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings. The Company was not a party to any such proceedings during the year.
Type
Number of shares under option
Exercise price of option
Expiry date of option
Unlisted
41,839,035
$0.066
7 September 2024
Unlisted
1,500,000
$0.066
7 September 2025
Unlisted
58,827,375
$0.029
30 May 2025
Total
102,166,410
Type
Date of Expiry
No. of Performance
Rights on Issue
Vesting Conditions
Employee LTI
Issued FY23
30 June 2024
7,287,317
Revenue (33.3%), Annual recurring Revenue
(33.4%) and EBITDA (33.3%) targets.
MD LTI issued
FY23
31 December 2024
8,763,522
Revenue (33.3%), Annual recurring Revenue
(33.4%) and EBITDA (33.3%) targets.
Employee LTI
Issued FY24
30 June 2025
20,036,426
Revenue (33.3%), Annual recurring Revenue
(33.4%) and EBITDA (33.3%) targets.
MD LTI issued
FY24
31 December 2025
16,770,045
Revenue (33.3%), Annual recurring Revenue
(33.4%) and EBITDA (33.3%) targets.
MD Service Rights
31 December 2025
6,000,000
Subject to continuous service over the vesting
period to 1 December 2024
Co-Sec Service
Rights
31 December 2025
1,000,000
Subject to continuous service over the vesting
period to 1 December 2024
Total
59,857,310
Directors’ Report
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 16 of 69
Diversity
The Company believes that the promotion of cognitive and experiential diversity on its Board and within the organisation
generally is good practice and is committed to managing diversity as a means of enhancing the Company’s performance.
The Company had two Officers / Directors who are female, Bilyana Smith (Non-Executive Director resigned 23 November
2023) and Suzie Foreman (Company Secretary). Cognitive & experiential diversity is achieved as follows:
Name
Role
Areas of Strength
Darren Cooper
Board Chair
Property, finance, significant ASX experience
Gerard Dyson
Managing Director
Engineering, leadership & management of scaled
organisations, international (US, Canada, Asia,
Middle East, UK) experience
Bilyana Smith
(Resigned 23 November 2023)
Non-Executive Director
Marketing, Strategy, start-up / scale-up
companies, marketing, international experience
(UK, Asia, Middle East)
Suzie Foreman
Company Secretary
Compliance, accounting, significant ASX
experience
Marco Da Silva
Non-Executive Director
Technology Entrepreneurship, Power & Energy
Engineering, Supply Chain Management,
International Experience
Rhett Morson
(Resigned 11 June 2024)
Non-Executive Director
Finance & Manufacturing, Strategy, Hardware
Tech, Startups, Investment, Leadership
Further information is set out in the Corporate Governance statement detailed on the Company’s website.
Non-audit services
No non-audit services were provided by the Company’s auditor, HLB Mann Judd during the year.
Auditor independence
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the Directors of the Company
with an Independence Declaration in relation to the audit of the financial report. This Independence Declaration is set out
on page 27 and forms part of this Directors’ report for the year ended 30 June 2024.
Director’s interests
Interests in the shares, options and performance rights of the Company and related bodies corporate
The following relevant interests in shares and options and performance rights of the Company or a related body corporate
were held by the Directors as at the date of this report.
(i)
Number held at time of resignation.
Directors
Number of fully
paid ordinary
shares
Number of options
over ordinary
shares
Number of
performance rights
Number of service
rights
Darren John Cooper
6,987,880
1,631,291
-
-
Bilyana Smith(i)
1,782,947
916,667
-
-
Gerard John Dyson
4,082,954
958,270
25,533,567
6,000,000
Marco Da Silva
3,750,000
-
-
-
Rhett Morson(i)
3,100,000
500,000
-
-
Total
19,703,781
4,006,228
25,533,567
6,000,000
Remuneration Report (Audited)
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 17 of 69
Remuneration Report Contents
A. Introduction
B. Remuneration governance
C. Remuneration policy framework
D. Remuneration structure and link to business strategy
E. Executive remuneration framework and overview of incentive plans
F. Link between performance and remuneration outcomes
G. Non-executive Directors’ remuneration
H. Executive service agreements / remuneration
I.
Additional statutory disclosures
Remuneration Report (Audited)
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 18 of 69
A. Introduction
This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the key
management personnel (KMP) of Spectur Limited for the financial year ended 30 June 2024. The information provided in
this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
For the purposes of this report KMP are defined as those persons having authority and responsibility for planning, directing
and controlling the major activities of the Company, directly or indirectly, including any director (whether executive or
otherwise) of the Company.
Key Management Personnel (KMP)
The KMP of the Company during or since the end of the financial year were as follows:
Name
Position
Period of Employment (to present)
Mr Darren John Cooper
Non-Executive Chairman
Full Term
Dr Gerard John Dyson
Managing Director (Executive)
Full Term
Ms Bilyana Smith
Non-Executive Director
Resigned 23 November 2023
Mr Marco Da Silva
Non-Executive Director
Appointed 23 November 2023
Mr Rhett Morson
Non-Executive Director
Appointed 1 December 2023 and
resigned 11 June 2024
The Spectur Board is committed to transparent disclosure of its remuneration strategy and this report details the Company’s
remuneration objectives, practices and outcomes for KMP, which includes all directors, for the year ended 30 June 2024.
B. Remuneration Governance
Spectur Board
Spectur Board has overall responsibility for ensuring Spectur’s remuneration strategy is aligned with Company
performance and shareholder interests and is equitable for participants.
The Board monitors, reviews and approves the following:
The remuneration policies and framework;
Non-Executive Director remuneration within the fee
pool approved by shareholders;
Remuneration for the Managing Director, and equity-
based compensation for the leadership team and
other key management personnel as recommended
by the Managing Director;
Managing Director incentive arrangements;
Board remuneration including terms and conditions
of appointment and retirement;
Induction of new non-executive directors and
evaluation of board performance.
The Board may use independent advisors to provide
advice, remuneration benchmarking data and market
trend information. No external advisors provided advice or
remuneration recommendations for FY24, as defined
under section 300A of the Corporations Act.
Managing Risk
The board retains discretion to adjust incentive outcomes.
All variable remuneration is subject to Board approval prior to grant / payment.
Remuneration Report (Audited)
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 19 of 69
C.
Remuneration Policy Framework
The key objective of Spectur’s remuneration policy is to be an enabler for the Company in achieving its strategic goal of
continuing to build a successful remote solar-powered sensing and cloud-based technology solutions company. The
remuneration framework is designed to attract and retain high caliber talent by rewarding them for achievement of goals
designed to deliver shareholder value.
Remuneration Policy
The Company’s remuneration framework has been designed to reward executives and employees fairly and responsibly
in accordance with the market in which the Company operates. Remuneration is performance driven, market completive,
and aligns with shareholder interests.
Remuneration Strategy
Performance Driven
Market Competitive
Aligns with Shareholders
Sets demanding levels of expected
performance that have a clear link to
an executive’s remuneration.
Rewards are based upon
achievement of targets aligned to the
Company’s business plans and
longer-term strategy.
Variable components (short and long
term) are driven by challenging
targets focused on external and
internal measures of financial and
non-financial performance.
A proportion of the executive’s
remuneration is “at risk.”
Benchmarks remuneration against
appropriate comparator peer groups
to make the Company competitive in
the human resources market, through
an offering of both short and long-
term incentives and competitive base
salaries.
Provides competitive rewards that
attract, retain and motivate
executives and employees of the
highest calibre, who can successfully
deliver, particularly as the Company
moves through a rapid growth phase.
Provides a level of remuneration
structure to reflect each executive’s
respective duties and responsibilities.
Aligns executive incentive rewards
with the creation of value for
shareholders through an emphasis on
variable remuneration. Incentive
plans and performance measures are
aligned with the company’s success.
Equity participation in long term
incentive plan (LTIP) applies to
executives and the leadership and
senior management team of Spectur.
D.
Remuneration Structure
The proportion of fixed remuneration and variable remuneration for the Managing Director is established by the Board
with reference to market comparator data and the scope of the Managing Director’s role, in accordance with the
Remuneration Policy and the provisions of the Short Term Incentive (STI) and Long Term Incentive (LTI) Plans. These
elements are both described in detail below. Non-Executive Directors are excluded from participation.
Fixed Remuneration
Variable Remuneration
Fixed remuneration is made up of base salary and
superannuation.
Fixed remuneration is targeted at the remuneration paid
to executives of relevant comparable peer group of ASX
companies taking into account the executive’s role,
responsibility, skills and previous experience.
Variable component of executive target remuneration mix
allows a greater share of remuneration at risk and subject
to performance.
LTI (at risk) plan in the form of performance rights.
Grants made annually with vesting after two years for
FY24 and FY25.
Performance hurdles reviewed annually by the Board
to align with the Company’s strategic plan.
-
The hurdles applied to reflect stretched
achievement against the Company’s long-term
strategic goals.
Hurdles tested at the end of the testing period, typically a
2 year period.
Remuneration Report (Audited)
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 20 of 69
E. Executive remuneration framework and overview of incentive plans
Variable Remuneration – Long Term Incentive Plan
Under the Company’s Long-Term Incentive (LTI) arrangements, the Board has determined that eligible participants may
earn an LTI award in the form of Performance Rights for the achievement of pre-determined key performance measures
(KPIs) each financial year. The KPIs are objectively set at the commencement of the year, measured, and LTIs awarded at
the end of the financial year based upon results. LTI awards for executives are contractual, in accordance with their
Executive Service Agreements.
The hurdles motivate executives with a clear line of sight to strategic outcomes through the performance hurdle
measurements. When expectations are met, the LTIP is intended to vest and deliver the appropriate level of remuneration
and market positioning.
In total, the Company granted 16,770,045 performance rights to the Managing Director for FY24 which were approved by
shareholders at the Company Annual General Meeting in October 2023.
The Board also considered retention as a key driver of the LTI scheme for FY24 and FY25. Given economic conditions and
the labour market constraints in FY24 and beyond, in order to remain competitive in an inflationary environment, equity
incentives were used as a mechanism to deliver the value gap for senior management, to align the Company with the fixed
annual remuneration of peer companies. The performance rights have a 2-year vesting retention period.
The structure and details of LTIP Performance Rights issued to executives in FY24 and FY25 under the plan are summarised
in the following table:
Long Term Equity Incentive Plan (LTIP)
Aspect
Plan, Offers and Comments
Purpose
The LTIP’s purpose is to align executive interests with those of shareholders by linking
reward to sustainable value creation for shareholders and to assist in the attraction and
retention of a stable focused Managing Director and leadership team.
Participation
Grants are made to those executives and key employees that are able to influence the
generation of shareholders’ wealth and thus have a direct impact on the Company’s
performance against the relevant long-term performance hurdle. NEDs are not eligible to
participate in the LTIP.
Nature
Each LTIP Performance Right entitles the participant to one share in the Company upon
vesting.
Grant Frequency
Annual grant and ad-hoc on commencement of employment and future potential grants.
Delivery
LTI’s are delivered under the Company’s Employee Incentive Plan (EIP). The EIP enables
the Company to offer Executive Directors and key employees (Eligible Participants) a
range of different employee incentive scheme (ESS) interests with the aim of attracting,
motivating and retaining key management. These ESS interests or awards include
options, performance rights, service rights, deferred shares, exempt shares, cash rights
and stock appreciation rights.
Awards under the LTI plan are made in the form of Performance Rights which provide,
when vested, one share at nil cost (provided the specified performance hurdle is met). No
dividends are paid on unvested LTI awards. A new share will be issued for each vested
Performance Right. The number of Performance Rights allocated for each Eligible
Participant is calculated by reference to their maximum LTI opportunity value.
Value / Number
Allocations are made based on a face value approach using the Volume Weighted
Average Price of Spectur’s shares over a specified period prior to the award date. This
fixes the maximum number of shares / rights, and the actual number will vest in
accordance with the performance conditions which are set.
Vesting Period
2 years
Key Performance
indicators, weightings
and performance goals
Refer to performance metrics table below.
All awards to related parties are subject to approval by shareholders at the Company’s
annual general meeting.
Remuneration Report (Audited)
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 21 of 69
Cessation of employment
during measurement
period
If cessation of employment occurs, the following treatment will apply in respect of unvested
rights:
If the participant ceases employment with Spectur on resignation or on
termination for cause, unvested Performance Rights will normally be forfeited.
If the participant ceases employment in other circumstances (for example, due to
illness, total or permanent disablement, retirement, redundancy, or other
circumstances determined by the Board), unvested rights will stay ‘on foot’ and
may vest at the end of the original performance period to the extent performance
conditions are met.
The Board may determine in its discretion that the number of rights available to vest will be
reduced pro-rata for time at the date employment ceases.
The Board will retain discretion to allow for accelerated vesting (pro-rated for performance
and/or time) in special circumstances (as opposed to allowing unvested rights to remain ‘on
foot’ on cessation of employment).
Change of Control
Unless the Board determines otherwise, a pro-rata number of the participant’s unvested
rights will vest based on the proportion of the performance period that has passed at the
time of the change of control.
Vesting may also be subject to the achievement of pro-rata performance conditions at the
time of the change of control.
Plan gate and discretion
Safety performance as a “deleterious multiplier” which may be modified at the Board’s
discretion to suit the circumstances of the event(s). The Board retains discretion to
modify outcomes to ensure that the LTIP does not produce outcomes that shareholders
would be likely to consider inappropriate.
The performance of KMPs during the year ended 30 June 2024 for Long-Term incentives were assessed against key
performance measures that covered the following areas:
Indicator
% Weighting
Reason for selection
Company Performance
Shareholder value, operational excellence
and growth.
(a)
Achievement of combined 2 financial years’
annual Revenue
33.3%
To drive sales and overall company revenue
growth
(b)
Achievement of combined 2 financial years’
Annual Recurring Revenue
33.3%
Focus on value growth through the stickiness
of revenue contracts (ie, for future periods)
(c)
Achievement of combined 2 financial years’
EBITDA
33.3%
Reflects improvements in revenue and cost
control.
In the year ended 30 June 2024 51% of the performance rights with vesting periods in the year vested based on the
current year results.
Remuneration Report (Audited)
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 22 of 69
Performance and remuneration outcomes for year ended 30 June 2024
Remuneration Consultants
The Board may use independent Remuneration Consultants to provide advice but elected not to do so for year ended 30
June 2024.
Remuneration Policy vs Financial Performance
The Company does not currently have a policy with respect to the payment of dividends and returns of capital however
this will be reviewed on an annual basis.
FY24 short term remuneration incentives were linked to financial performance, product development initiatives and
individual performance measures. Longer term incentives were linked to Revenue, ARR and EBITDA targets.
The earnings of the Company for the previous five financial years are summarised below:
1 Adjusted EBITDA is adjusted for share-based compensation, one off income / expenses ,impairments, write downs, one
off gains / losses, restructuring costs and non-cash expenses.
F. Non-Executive Director Remuneration During the Reporting Period
Remuneration Policy
In accordance with best practice corporate governance, the structure of Non-Executive Director (NED) and executive
remuneration is separate and distinct. The overall level of annual NED fees was approved by shareholders in accordance
with the requirements of the Company’s Constitution and the Corporations Act. The maximum aggregate pool of
Directors’ fees payable to all of the Company’s NEDs is $250,000 per annum. This aggregate amount was approved by
shareholders at the 2017 Annual General Meeting.
Equity Compensation
In accordance with Australian practice the Company’s policy was not to grant any equity-based incentives to NEDs. In the
prior year Spectur Chair Darren Cooper had agreed to take 100% of his Director fees in Spectur as fully paid ordinary
shares for the 6-month period from 1 April 2023 to 30 September 2023. 2,386,021 shares at $0.022 were issued based on
the volume-weighted average price of shares traded each month over the period, following shareholder approval granted
at the 2023 Annual General Meeting. The commitment by Mr Cooper to take shares in lieu of cash consideration from 1
December 2023 to 30 September 2024 was made again in the current financial year. Mr Da Silva and Mr Morson also
agreed to take 100% of their director fees in shares for the period from their appointment to 30 September 2024. The
issue of shares will be subject to approval by shareholders at the next general meeting, failing which accrued director fees
will be paid in cash.
Remuneration Structure
NEDs received a fixed remuneration of base fees, which was set at $56,000 per annum and $105,000 for the Chair plus
statutory superannuation. These fees cover the board activities and membership of any relevant committees. In addition to
these fees, NEDs are entitled to reimbursement of reasonable travel, accommodation and other expenses incurred in
attending meetings of the Board, committee or shareholder meetings whilst engaged by Spectur. NEDs are not entitled to
any compensation on termination of their directorships.
2024
$
2023
$
2022
$
2021
$
2020
$
Revenue
8,185,873
7,367,578
5,828,024
5,248,882
4,801,655
EBITDA (loss)
(2,222,459)
(2,139,756)
(1,908,779)
(1,755,415)
(1,452,264)
Adjusted EBITDA (loss)1
(1,401,357)
(1,610,019)
(1,485,343)
(1,736,321)
(1,474,251)
Earnings / (Loss) Per
Share (cents per share)
(1.11)
(1.62)
(1.80)
(1.70)
(2.25)
Remuneration Report (Audited)
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 23 of 69
NEDs remuneration is not linked to the performance of the Company; however, to align directors’ interests with shareholder
interests, the directors may hold shares in the Company as governed by the Company’s Securities Trading Policy.
G. Director and Executive Service Agreements and Remuneration
As of the date of this report, remuneration and other terms of employment of Directors and Other Key Management
Personnel are formalised in employment contracts and service agreements. The major provisions of the agreements related
to remuneration are set out below.
Base Salary/
Fee per annum
Terms of Agreement
Notice Period
Executive Directors
Gerard Dyson
$312,000 per annum to 31
December 2023, then
$324,000 per annum from 1
January 2024 onward, and STI
and LTI component included
and detailed above.
Executive Service
Agreement -
Commencement date –
1 July 2019
3 months in writing by either party.
The parties mutually agreed to
amend the contract from a fixed
term to a rolling contract with a 3-
month notice period.
Non-Executive Directors (i)
Darren Cooper
$105,000 + super per annum
Non-Executive Chair
contract
Commencement date – 5
October 2018
Upon written advice of intention or
in accordance with the Constitution
of the Company or the
Corporations Act 2001
Marco Da Silva
$56,000 + super per annum
Non-Executive Director
contract
Commencement date –
23 November 2023
Upon written advice of intention or
in accordance with the Constitution
of the Company or the
Corporations Act 2001
Rhett Morson
$56,000 + super per annum
Non-Executive Director
contract
Commencement date –1
December 2023 and
resigned 11 June 2024
Upon written advice of intention or
in accordance with the Constitution
of the Company or the
Corporations Act 2001
Remuneration Report (Audited)
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 24 of 69
Details of the nature and amount of each element of the emoluments received by or payable to each of the Key Management
Personnel (KMP) of Spectur Limited for the financial years specified are as follows:
Notes:
(i)
Darren Cooper agreed to take 100% of his Director fees in Spectur fully paid ordinary shares for the 6-month period from
1 April 2023 to 30 September 2023 as well as from 1 December 2024 to 30 September 2024. Marco Da Sliva and Rhett
Morson also agreed to take their Director fees in Spectur fully paid ordinary shares from their commencement dates. The
Share Based payment is the Equity in lieu of salary (accounted for in FY24). The number of shares to be issued will be
calculated at the volume-weighted average price for shares traded each month over the period, with shareholder approval
to the issue of shares to be sought at the 2024 Annual General Meeting.
(ii)
The share-based payments related to the value of Long Terms Incentive Performance Rights which were issued to Gerard
Dyson following shareholder approval at the 2023 AGM. In accordance with AASB 2, the performance rights issued to the
Managing Director have been valued based on factors such as the underlying share price, the expected vesting date and
vesting probability in achieving the specified vesting hurdles at the reporting date (Note 26). It should be noted that Dr
Dyson has not received this amount and the performance rights may have no actual financial value unless the required
performance hurdles are achieved. Stock may also be issued to the recipient at a share issue price lower or higher than
valued and recognised in the financial report.
Notes:
(i)
Darren Cooper had agreed to take 100% of his Director fees in Spectur fully paid ordinary shares for the period from 1 April
2023 to 30 September 2023. The Share Based payment is the Equity in lieu of salary (accounted for in FY23).
(ii)
The share-based payments related to the value of Long Terms Incentive Performance Rights which were issued to Gerard
Dyson following shareholder approval at the 2023 AGM. In accordance with AASB 2, the performance rights issued to the
Managing Director had been valued based on factors such as the underlying share price, the expected vesting date and
vesting probability in achieving the specified vesting hurdles at the reporting date.
FY2024
Short-term benefits
Share-based
payments (i)
$
Total
$
Percentage
performance
related
%
Salary & fees
$
Post-
employment
benefits
$
Non-Executive
Directors
Darren Cooper
17,500
11,550
87,500
116,550
0%
Bilyana Smith (resigned
23 November 2023)
23,333
2,567
-
25,900
-
Marco Da Silva
(appointed 23 November
2023)
-
3,713
33,756
37,469
0%
Rhett Morson (appointed
1 December 2023 and
resigned 11 June 2024)
-
3,216
29,244
32,460
0%
Executive Directors
Gerard Dyson (ii)
327,120
35,983
151,293
514,396
21%
Total
367,953
57,029
301,793
726,775
FY2023
Short-term benefits
Share-based
payments
$
Total
$
Percentage
performance
related
%
Salary & fees
$
Post-
employment
benefits
$
Non-Executive
Directors
Darren Cooper (i)
71,250
10,238
26,250
107,738
-
Bilyana Smith (i)
52,000
5,460
-
57,460
-
Executive Directors
Gerard Dyson (ii)
311,585
32,716
194,871
539,172
41%
Total
434,835
48,414
221,121
704,370
Remuneration Report (Audited)
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 25 of 69
I.
Additional statutory disclosures
Key Management Personnel Equity Holdings
Fully paid ordinary shares
FY24
(i)
Granted in lieu of director fees during the year.
(ii)
Purchased at $0.020 per share pursuant to the Company’s May 2024 entitlement offer.
FY23
(i)
Granted as a share award pursuant to the FY23 incentive plan.
(ii)
Purchased 555,555 shares at $0.036 per share pursuant to the Company’s September 2023 share purchase plan. Remainder
purchased on market.
Share options
Share options granted to KMP
During the financial year the options detailed below were granted to Directors of the Group and the entities they controlled
as part of their remuneration.
FY24
1 Purchased shares with a free attaching option pursuant to the Company’s May 2024 entitlements offer.
Balance at
beginning of
year
Balance at
appointment
in FY24
Granted in
lieu of cash
compensa-
tion
Received
on
exercise
of PRs
Purchased
during year
Balance at
resignation
Balance
held at year
end
30 June 2024
Number
Number
Number
Number
Number
Number
Non-Executive
Directors
Darren Cooper (i)(ii)
3,437,258
-
2,386,021
-
1,164,601
-
6,987,880
Bilyana Smith
1,782,947
-
-
-
-
1,782,947
-
Marco Da Silva(i)
-
3,750,000
-
-
-
-
3,750,000
Rhett Morson (i) (ii)
2,350,000
-
-
750,000
3,100,000
-
Executive Directors
Gerard Dyson(ii)
3,402,461
-
-
-
680,493
-
4,082,954
Balance at
beginning of
year
Granted in
lieu of cash
compensatio
n
Received on
exercise of
PRs
Purchased
during year
Balance at
resignation
Balance held
at year end
30 June 2023
Number
Number
Number
Number
Number
Number
Non-Executive Directors
Darren Cooper (ii)
2,503,879
-
-
933,379
-
3,437,258
Bilyana Smith (ii)
749,614
-
-
1,033,333
-
1,782,947
Executive Directors
Gerard Dyson (i) (ii)
1,662,179
784,727
-
955,555
-
3,402,461
Balance at
beginning of
year
Granted as
compensation
Purchased
Expired
unexercised
Balance at
resignation
Balance at end
of year
30 June 2024
Number
Number
Number
Number
Number
Number
Non-Executive
Directors
Darren Cooper (i)
966,690
-
1,164,601
-
2,131,291
Bilyana Smith
916,667
-
-
-
916,667
-
Marco Da Silva
-
-
-
-
-
-
Rhett Morson(i)
-
-
500,000
-
500,000
-
Executive
Directors
Gerard Dyson(i)
1,377,777
-
680,493
-
2,058,270
Remuneration Report (Audited)
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 26 of 69
Share options granted to KMP (continued)
FY23
1 Purchased shares with a free attaching option pursuant to the Company’s September 2023 share purchase plan.
During the year current and prior year, the following Performance and Service Rights were granted to G Dyson as part of
the Company’s LTI plan.
FY24
FY23
Performance Rights
For details of the Employee Securities Incentive Plan (ESIP) and terms of the Performance and Service Rights granted
during FY24, please refer to Notes 9 and 26. All share options issued to KMP were made in accordance with the provisions
of the Spectur ESIP.
Comments on Remuneration Report at Spectur’s most recent AGM
The Company received 91.3% of “yes” votes on its remuneration report for the 2023 financial year. The Company did not
receive any specific feedback from shareholders at the 2023 Annual General Meeting on its remuneration practices.
Signed in accordance with a resolution of the directors.
Mr Darren John Cooper
Director
Dated this 30 August 2024
Balance at
beginning of
year
Granted as
compensation1
Purchased
Expired
unexercised
Balance at end
of year
30 June 2023
Number
Number
Number
Number
Number
Non-Executive Directors
Darren Cooper 1
500,000
-
466,690
-
966,690
Bilyana Smith 1
500,000
-
416,667
-
916,667
Executive Directors
Gerard Dyson 1
1,100,000
-
277,777
-
1,377,777
Balance at
beginning of
year
Issued during
the year
Cancelled /
forfeited
during the
year
Balance at end
of year
Vested and
Exercisable
Number
Number
Number
Number
Number
Director – G Dyson
Service rights
6,000,000
-
-
6,000,000
-
Performance rights
8,763,522
16,770,045
-
25,533,567
-
Balance at
beginning of
year
Issued during
the year
Cancelled /
forfeited
during the
year
Balance at end
of year
Vested and
Exercisable
Number
Number
Number
Number
Number
Director – G Dyson
Service rights
-
6,000,000
-
6,000,000
-
Performance rights
6,993,139
8,763,522
(6,993,139)
8,763,522
-
Page 27 of 69
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Spectur Limited for the year
ended 30 June 2024, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
30 August 2024
L Di Giallonardo
Partner
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 28 of 69
For the Year Ended 30 June 2024
The accompanying notes form part of these financial statements.
Notes
30 June 2024
30 June 2023
$
$
Continuing Operations
Revenue
5
8,185,873
7,367,578
Cost of sales
(3,660,607)
(3,218,611)
Gross profit
4,525,266
4,148,967
Government grants received
8,732
18,000
Other income
1,309
361
Depreciation and amortisation
(238,703)
(313,883)
Employee benefits
(5,001,355)
(4,301,784)
Finance charges
6
(157,856)
(127,040)
General and administrative expenses
(1,071,820)
(1,228,619)
Impairment of intangible assets
(48,130)
(435,225)
Inventories written off
(502,451)
-
Loss on disposal of property, plant and equipment
(54,184)
(268)
Marketing and advertising
(294,871)
(232,154)
Property expenses – lease payments for short term leases
(67,803)
(47,805)
Research and development expenses
(67,005)
(285,451)
Fair value remeasurement (on acquisition of
subsidiary)
-
50,708
Reversal of prior period impairment of loan to
associate
-
37,734
Share-based payment expense
26
(103,449)
(529,738)
Loss before income tax benefit
(3,072,321)
(3,246,197)
Income tax benefit
7
494,094
323,132
Loss for the year
(2,578,227)
(2,923,065)
Other comprehensive income
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign
operations
(3,050)
1,661
Total comprehensive loss for the year
(2,581,277)
(2,921,404)
Basic and diluted loss per share (cents per share)
10
(1.1)
(1.6)
Consolidated Statement of Financial Position
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 29 of 69
At 30 June 2024
The accompanying notes form part of these financial statements.
Notes
30 June 2024
30 June 2023
$
$
Assets
Current Assets
Cash and cash equivalents
11
764,895
1,522,090
Trade and other receivables
12
1,749,409
1,317,740
Inventories
13
646,996
1,072,164
Total Current Assets
3,161,300
3,911,994
Non-Current Assets
Property, plant and equipment
14
387,247
504,734
Other receivables
132,651
128,304
Intangible assets
15
153,139
238,107
Right-of-use assets
16
730,128
809,620
Total Non-Current Assets
1,403,165
1,680,765
Total Assets
4,564,465
5,592,759
Liabilities
Current Liabilities
Trade and other payables
17
1,037,526
742,647
Employee benefits
18
522,415
664,212
Borrowings
19
9,187
6,374
Lease liabilities
20
141,329
154,498
Unearned revenue
22
1,200,939
727,388
Provisions
21
156,200
132,700
Total Current Liabilities
3,067,596
2,427,819
Non-Current Liabilities
Borrowings
19
55,326
724,587
Lease liabilities
20
630,372
661,991
Unearned revenue
22
663,451
-
Employee benefits
18
68,495
50,109
Total Non-Current Liabilities
1,417,644
1,436,687
Total Liabilities
4,485,240
3,864,506
Net Assets
79,225
1,728,253
Equity
Issued capital
8
16,923,016
16,109,084
Reserves
9
587,912
730,413
Accumulated losses
(17,431,703)
(15,111,244)
Net Equity
79,225
1,728,253
Consolidated Statement of Changes in Equity
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 30 of 69
For the Year Ended 30 June 2024
The accompanying notes form part of these financial statements.
Issued
Capital
Reserves
Accumulated
Losses
Total Equity
$
$
$
$
Balance at 1 July 2023
16,109,084
730,413
(15,111,244)
1,728,253
Loss after income tax for the year
-
-
(2,578,227)
(2,578,227)
Other comprehensive income
(3,050)
-
(3,050)
Total Comprehensive loss for the year
-
(3,050)
(2,578,227)
(2,581,277)
Shares issued during the period
839,047
-
-
839,047
Share issue costs
(25,115)
-
-
(25,115)
Value of expired performance rights written
back
-
(148,796)
-
(148,796)
Expired options written back to retained
earnings
-
(257,768)
257,768
-
Value of performance rights brought to
account during the period
-
350,888
-
350,888
Reassessment of vesting conditions of
performance rights
-
(191,643)
-
(191,643)
Value of service rights brought to account
during the period
-
107,868
-
107,868
Balance as at 30 June 2024
16,923,016
587,912
(17,431,703)
79,225
Issued
Capital
Reserves
Accumulated
Losses
Total Equity
$
$
$
$
Balance at 1 July 2022
12,565,412
266,130
(12,188,179)
643,363
Loss after income tax for the year
-
-
(2,923,065)
(2,923,065)
Other comprehensive income
1,661
-
1,661
Total Comprehensive loss for the year
-
1,661
(2,923,065)
(2,921,404)
Shares issued during the period
3,864,987
-
-
3,864,987
Share issue costs
(321,315)
-
-
(321,315)
Value of expired performance rights written
back
-
(8,361)
-
(8,361)
Value of options brought to account during the
period
-
28,024
-
28,024
Value of performance rights brought to
account during the period
-
381,275
-
381,275
Value of service rights brought to account
during the period
-
61,684
-
61,684
Balance as at 30 June 2023
16,109,084
730,413
(15,111,244)
1,728,253
Consolidated Statement of Cash Flows
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 31 of 69
For the Year Ended 30 June 2024
The accompanying notes form part of these financial statements.
Notes
30 June 2024
30 June 2023
$
$
Cash flows from operating activities
Receipts from customers
8,941,373
7,438,251
Payments to suppliers and employees
(9,583,434)
(8,890,611)
Interest received
1,309
-
Other Government grants received
8,732
18,000
R & D tax incentives received
439,581
288,243
Net cash used in operating activities
11.1
(192,439)
(1,146,117)
Cash flows from investing activities
Payments for loans to joint venture
-
(120,135)
Payments to acquire investments – net of cash
acquired
-
(514,774)
Proceeds from sale of property, plant and equipment
-
4,357
Purchase of property, plant and equipment
(213,018)
(165,251)
Net cash used in investing activities
(213,018)
(795,803)
Cash flow from financing activities
Proceeds from issue and subscription of shares
839,047
3,512,414
Payments for share issue costs
(25,115)
(321,315)
Repayment of lease liabilities
(255,486)
(195,222)
Proceeds from borrowings
-
400,000
Interest paid and other finance costs
(60,880)
(96,018)
Repayment of borrowings
(849,304)
(465,462)
Net cash from/(used in) financing activities
(351,738)
2,834,397
Net (decrease) / increase in cash and cash
equivalents held
(757,195)
892,477
Cash and cash equivalents at the beginning of the
year
1,522,090
629,613
Cash and cash equivalents at the end of the year
764,895
1,522,090
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 32 of 69
Note 1. Basis of Preparation
These general-purpose financial statements have been prepared in accordance with Australian Accounting Standard and
Interpretations issued by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001, as
appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board (“IASB”).
The accounting policies detailed below have been consistently applied to all the years presented unless otherwise stated.
The financial statements are for Spectur Limited (“Company”) and its controlled entities which are included in Note 28
(“Group”).
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other
comprehensive income, certain classes of property, plant and equipment and derivative financial instruments.
The financial statements are presented in Australian dollars.
Spectur is listed on the Australian Securities Exchange (ASX) and is a public company, incorporated in Australia and
operating in Australia and New Zealand. The Group’s principal activities are detailed in the Directors’ Report.
(a)
Statement of compliance
The financial report was authorised for issue on 30 August 2024.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International
Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial
statements and notes thereto, complies with International Financial Reporting Standards (IFRS).
(b)
Adoption of New and Revised Standards
New Standards and Interpretations applicable for the year ended 30 June 2024
For the year ended 30 June 2024, the Directors have reviewed all of the new and revised Standards and Interpretations
issued by the AASB that are relevant to the Group and effective for the current reporting period. As a result of this review
the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on
the Group, and therefore no change is necessary to accounting policies.
New Standards and Interpretations in issue not yet adopted
The Directors have also reviewed all of the new and revised Standards and Interpretations in issue not yet adopted for the
year ended 30 June 2024. As a result of this review the Directors have determined that there is no material impact of the
Standards and Interpretations in issue not yet adopted on the Group and, therefore, no change is necessary to accounting
policies.
(c)
Going Concern
The financial report has been prepared on the going concern basis, which contemplates continuity of normal business
activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 33 of 69
Note 2. Material Accounting Policies
(a)
Revenue recognition
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Company is expected to be entitled in
exchange for transferring goods or services to a customer.
For each contract with a customer, the Company:
identifies the contract with a customer.
identifies the performance obligations in the contract.
determines the transaction price which takes into account estimates of variable consideration and the time value
of money.
allocates the transaction price to the separate performance obligations based on the relative stand-alone selling
price of each distinct good or service to be delivered; and
recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to
the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts,
rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates
are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable
consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly
probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement
constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts
received that are subject to the constraining principle are recognised as a refund liability.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which
is generally at the time of delivery.
Rendering of service
Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed
price or an hourly rate.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
(b)
Other Income and Expenses
Dividends
Dividends are recognised as revenue when the right to receive payment is established. This applies even if they are paid
out of pre-acquisition profits. However, the investment may need to be tested for impairment as a consequence.
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company
and the amount of revenue can be reliably measured. Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial asset to that assets’ net carrying amount on initial recognition.
Borrowing costs
Borrowing costs are capitalised that are directly attributable to the acquisition, construction or production of qualifying
assets where the borrowing cost is added to the cost of those assets until such time as the assets are substantially ready
for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 34 of 69
(c)
Income Tax Expense
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary difference and to unused tax losses.
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company operates and generates taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted
or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
or when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint
ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:
when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary
difference will reverse in the foreseeable future and taxable profit will be available against which the temporary
difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be
utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it
has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted
at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same
taxation authority.
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which
case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable;
and
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of 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.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 35 of 69
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
authority.
(d)
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Managing Director of Spectur Limited.
(e)
Cash and Cash Equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Bank overdrafts are shown within borrowings as current liabilities in the statement of financial position. For the purposes
of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of
outstanding bank overdrafts.
(f)
Trade and Other Receivables
Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using
the effective interest rate method, less any allowance for impairment. Trade receivables are generally due for settlement
within periods ranging from 30 days to 60 days.
Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by
reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Company
will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Company
in making this determination include known significant financial difficulties of the debtor, review of financial information and
significant delinquency in making contractual payments to the Company. The impairment allowance is set equal to the
difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted
at the original effective interest rate. Where receivables are short-term, discounting is not applied in determining the
allowance.
The amount of the impairment loss is recognised in the statement of profit or loss and other comprehensive income within
other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible
in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written
off are credited against other expenses in the statement of profit or loss and other comprehensive income.
(g)
Inventories
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition is accounted for as follows:
Raw materials – purchase cost on a first-in, first-out basis; and
Finished goods and work-in-progress – cost of direct materials and labour and a proportion of manufacturing
overheads based on normal operating capacity but excluding borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion
and the estimated costs necessary to make the sale.
(h)
Property, plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost
includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred.
Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and
equipment as a replacement only if it is eligible for capitalisation.
Depreciation is calculated on diminishing value basis using the following rates:
Motor vehicle
25%
Plant equipment
10% to 50%
Office equipment
10% to 50%
Spectur platforms
25% to 33%
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
financial year end.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 36 of 69
(h)
Property, plant and equipment (continued)
Impairment
The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amount
being estimated when events or changes in circumstances indicate that the carrying value may be impaired. The
recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing value
in use, the estimated future cash flows are 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. For an asset that does not
generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the
asset belongs, unless the asset's value in use can be estimated to approximate fair value. An impairment exists when the
carrying value of an asset or cash-generating unit exceeds its estimated recoverable amount.
The asset or cash-generating unit is then written down to its recoverable amount. For plant and equipment, impairment
losses are recognised in the statement of comprehensive income in the cost of sales line item. However, because land and
buildings are measured at revalued amounts, impairment losses on land and buildings are treated as a revaluation
decrement.
Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are
expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset
is derecognised.
(i)
Intangible assets
Intangible assets acquired separately or as part of a business combination
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value
at the date of acquisition. Intangible assets acquired separately are recorded at cost less accumulated amortisation and
impairment. Amortisation is charged on a straight-line basis over their estimated useful lives. The estimated useful life and
amortisation method is reviewed at the end of each annual reporting period, with any changes in these accounting
estimates being accounted for on a prospective basis.
Internally generated intangible assets – research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no internally
generated intangible asset can be recognised, development expenditure is recognised as an expense in the period as
incurred.
An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and
only if, all of the following have been demonstrated:
The technical feasibility of completing the intangible asset so that it will be available for use or sale;
The intention to complete the intangible asset and use or sell it;
The ability to use or sell the intangible asset;
How the intangible asset will generate probable future economic benefits;
The availability of adequate technical, financial and other resources to complete development and to use or sell the
intangible asset; and
The ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the
date when the intangible asset first meets the recognition criteria listed above. Subsequent to initial recognition, internally
generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on
the same basis as intangible assets acquired separately.
The following useful lives are used in the calculation of amortisation:
Patents
8 years following grant of patent
Trademarks
10 years following grant of trademark
Other Intangibles
3 years following acquisition
Product development
3 to 5 years following commercial use
Impairment of tangible and intangible assets other than Other Intangibles
The Company assesses at each balance date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s
recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and
is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets or group of assets and the asset's value in use cannot be estimated to be close to its fair value.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 37 of 69
(j)
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in
the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset,
and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the Company expects to obtain ownership of the leased asset at the end
of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted
for any remeasurement of lease liabilities.
The Company has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
(k)
Trade and other payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided
to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to
make future payments in respect of the purchase of these goods and services. Trade and other payables are presented
as current liabilities unless payment is not due within 12 months.
(l)
Employee benefits
Liabilities accruing to employees in respect of wages and salaries, annual leave, long service leave and sick leave expected
to be settled within 12 months of the balance date are recognised in employee benefits in respect of employees’ services
up to the balance date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities
for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.
Liabilities accruing to employees in respect of wages and salaries, annual leave, long service leave and sick leave not
expected to be settled within 12 months of the balance date are recognised in non-current employee benefits in respect
of employees’ services up to the balance date. They are measured as the present value of the estimated future outflows
to be made by the Company.
The liability for long service leave is recognised in employee benefits and measured as the present value of expected
future payments to be made in respect of services provided by employees up to the balance date. Consideration is given
to expected future wage and salary levels, experience of employee departures, and period of service. Expected future
payments are discounted using market yields at the balance date on national government bonds with terms to maturity
and currencies that match, as closely as possible, the estimated future cash outflows.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 38 of 69
(n)
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts
expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option
is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend
on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following:
future lease payments arising from a change in an index, or a rate used.
residual guarantee.
lease term.
certainty of a purchase option and
termination penalties.
When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if
the carrying amount of the right-of-use asset is fully written down.
(o)
Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it
is probable 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. Provisions are not recognised for future operating losses.
When the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the statement of profit or loss and other comprehensive income net of any
reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to settle the
present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase
in the provision due to the passage of time is recognised as an interest expense.
Onerous contracts
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is
considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under
the contract exceed the economic benefits expected to be received from the contract.
Warranties
Provisions for the expected cost of warranty obligations under local sale of goods legislation are recognised at the date of
sale of the relevant products, at the Directors’ best estimate of the expenditure required to settle the Company’s obligation.
(p)
Share-based payment transactions
Equity settled transactions
The Company provides benefits to employees (including senior executives) of the Company in the form of share-based
payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).
The Company has an Employee Incentive Plan (EIP) in place, which provides benefits to Directors, senior executives and
employees and is governed by the EIP Rules.
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by internal valuation using a binomial /
trinomial valuation model where appropriate.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to
the price of the shares of Company (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become
fully entitled to the award (the vesting period).
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 39 of 69
Equity settled transactions (continued)
The cumulative expense recognised for equity-settled transactions at each balance date until vesting date reflects:
(a)
the extent to which the vesting period has expired; and
(b)
the Company’s best estimate of the number of equity instruments that will ultimately vest.
No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is
included in the determination of fair value at grant date. The statement of comprehensive income charge or credit for a
period represents the movement in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon
a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and
designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were
a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per
share.
(s)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new
shares or options for the acquisition of a new business are not included in the cost of acquisition as part of the purchase
consideration.
(t)
Dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the Company.
(u)
Earnings per Share
Basic earnings/(loss) per share is calculated as net profit/(loss) attributable to members of the parent, adjusted to exclude
any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average
number of ordinary shares, adjusted for any bonus element.
Diluted earnings/(loss) per share is calculated as net profit/(loss) attributable to members of the parent, adjusted for:
costs of servicing equity (other than dividends) and preference share dividends;
the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been
recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of
potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary
shares, adjusted for any bonus element.
(v)
Foreign currency translation
The functional and presentation currency of Spectur Limited is Australian dollars.
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate
of exchange ruling at the balance date.
All exchange differences in the financial report are taken to profit or loss with the exception of differences on foreign
currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity
until the disposal of the net investment, at which time they are recognised in profit or loss.
Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rate as at the date of the initial transaction.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 40 of 69
(v)
Foreign currency translation (continued)
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when
the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of
the fair value gain or loss.
(w)
Principals of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Spectur Limited (Company)
as at 30 June 2024 and the results of all subsidiaries for the year then ended. Spectur Limited and its subsidiaries are
referred to in these financial statements as the ‘Group’.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred
to the Group. These entities are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities within the Group are eliminated.
Unrealised losses are also eliminated unless the transactions provide evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted
by the Group. The acquisitions of subsidiaries are accounted for using the acquisition method of accounting. A change in
ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in
equity attributable to the parent.
Non-controlling interest in the result and equity of subsidiaries are shown separately in the statement of profit or loss and
other comprehensive income, statement of financial position and statement of changes in equity of the Group. Losses
incurred by the Group are attributed to the non-controlling interest in full, even if that results in a deficit balance.
Where the Group loses control over a subsidiary, it derecognises the assets (including goodwill), liabilities and non-
controlling interest in the subsidiary together with any cumulative translation differences recognised in the entity. The Group
recognises the fair value of the consideration received and the fair value of any investment retained together with any gain
or loss in profit or loss.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 41 of 69
Note 3. Critical Accounting Estimates and Judgements
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of
assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based
on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in
which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision
affects both current and future periods.
(a)
Revenue from contracts with customers involving sale of goods
When recognising revenue in relation to the sale of goods to customers, the key performance obligation of the Company
is considered to be the point of delivery of the goods to the customer, as this is deemed to be the time that the customer
obtains control of the promised goods and therefore the benefits of unimpeded access.
(b)
Inventories
Management estimates the net realisable values of inventories, taking into account the most reliable evidence available at
each reporting date. The future realisation of these inventories may be affected by future technology or other market-driven
changes that may reduce future selling prices.
(c)
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 the assets. Uncertainties in these estimates relate to technical obsolescence that may change the utility of certain
software and IT equipment.
(d)
Impairment
In assessing impairment, management estimates the recoverable amount of each asset or cash-generating unit based on
expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about
future operating results and the determination of a suitable discount rate.
(e)
Share based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using a binomial or trinomial model where
appropriate.
The Company measures the cost of cash-settled share-based payments at fair value at the grant date using the volume
weighted average traded share price for the equity granted taking into account the terms and conditions upon which the
instruments were granted.
(f)
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable that
sufficient future tax profits will be available to utilise those temporary differences. Significant management judgement is
required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level
of future taxable profits.
(g)
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected
credit loss rate for each group. The allowance for expected credit losses, as disclosed in note 12, is calculated based on
the information available at the time of preparation. The actual credit losses in future years may be higher or lower.
(h)
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement
is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the
underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods
to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease
commencement date. Factors considered may include the importance of the asset to the Company's operations;
comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 42 of 69
leasehold improvements; and the costs and disruption to replace the asset. The Company reassesses whether it is
reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or
significant change in circumstances.
(i)
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to
discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such
a rate is based on what the Company estimates it would have to pay a third party to borrow the funds necessary to obtain
an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
(j)
Long service leave
The liability for long service leave expected to be settled more than 12 months from the reporting date are recognised and
measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting
date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and
inflation have been taken into account.
(k)
Lease make good provision
A provision has been made for the present value of anticipated costs for future restoration of leased premises. The provision
includes future cost estimates associated with closure of the premises. The calculation of this provision requires
assumptions such as application of closure dates and cost estimates. The provision recognised for each site is periodically
reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs
for sites are recognised in the statement of financial position by adjusting the asset and the provision. Reductions in the
provision that exceed the carrying amount of the asset will be recognised in profit or loss.
(l)
Warranty provision
In determining the level of provision required for warranties the Company has made judgements in respect of the expected
performance of the products, the number of customers who will actually claim under the warranty and how often, and the
costs of fulfilling the conditions of the warranty. The provision is based on estimates made from historical warranty data
associated with similar products and services.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 43 of 69
Note 4: Segment Reporting
The Company only operated in one segment, being design, development, manufacture and selling Remote Solar sensing,
thinking and acting platforms and associated products and services, in Australia and New Zealand. The operations in New
Zealand comprise an immaterial portion of the Group. Therefore, all activities of the Group are considered to represent only
one segment.
Note 5: Revenue from Contracts with Customers
Disaggregation of revenue
AASB 15 requires an entity to disclose a disaggregation of revenue from contracts with customers. The Group has selected
to disaggregate revenue according to the timing of the transfer of goods and/or services.
The Company derives its revenue from the sale of goods and the provision of services at a point in time and over time in
the following major categories.
The Company recognised an impairment loss on receivables from contracts with customers in the statement of profit or
loss and other comprehensive income, amounting to $23,275 for the year ended 30 June 2024 (2023: $44,100).
Note 6: Finance charges
30 June 2024
30 June 2023
$
$
At a point in time
Equipment sales
1,869,383
2,104,556
Field services
864,077
856,917
2,733,460
2,961,473
Over Time
Equipment rentals
2,311,421
2,352,367
Subscription revenue
3,140,992
2,053,738
5,452,413
4,406,105
Total revenue
8,185,873
7,367,578
30 June 2024
30 June 2023
$
$
Interest and finance charges paid/payable on borrowings
(60,880)
(102,537)
Interest and finance charges paid/payable on lease liabilities
(96,976)
(24,503)
(157,856)
(127,040)
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 44 of 69
Note 7: Income Tax
The tax benefits of the above Deferred Tax Assets will only be obtained if:
(a) the company derives future assessable income of a nature and of an amount sufficient to enable the benefits to
be utilised;
(b) the company continues to comply with the conditions for deductibility imposed by law; and
(c) no changes in income tax legislation adversely affect the company in utilising the benefits.
30 June 2024
30 June 2023
$
$
(a) The components of income tax benefit comprise:
Research & Development tax incentive
(494,094)
(323,132)
(494,094)
(323,132)
(b) The prima facie tax benefit on loss from ordinary activities
before income tax is reconciled to the income tax as follows:
Prima facie tax benefit on loss from ordinary activities before income tax
at 25% (2023: 25%):
(754,634)
(811,549)
Effect of items that are not assessable/deductible in determining taxable
loss:
-
Other non-allowable items
317,603
389,986
-
Impairment of intangible assets
-
108,806
-
Revenue losses not recognised
445,704
219,150
-
Loss attributable to non-consolidated entities
-
(10,571)
-
Other deferred tax balances not recognised
(8,673)
104,178
-
Research & Development tax incentive
(494,094)
(323,132)
Income tax benefit reported in the consolidated statement of profit
or loss and other comprehensive income
(494,094)
(323,132)
(c) Recognised deferred tax liabilities at 25% (2023:25%) (Note1)
Intangible assets
-
(3,160)
Right of use assets
(155,234)
(168,547)
Prepayments
(31,564)
(9,918)
Property, plant and equipment
(9,411)
-
(196,209)
(181,625)
Recognised deferred tax assets at 25% (2023:25%) (Note 1)
Carry forward revenue losses
196,209
179,178
-
2,447
Net deferred tax
-
-
(d) Unrecognised deferred tax assets at 25% (2023:25%) (Note 1)
Carry forward revenue losses
2,424,155
2,269,767
Provisions and accruals
207,089
171,195
Lease liability
162,082
168,892
Capital raising costs
56,446
80,440
Other
6,625
1,367
2,856,397
2,691,661
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 45 of 69
Note 7: Income Tax (continued)
Note 1 - the corporate tax rate for eligible companies is 25% providing certain turnover thresholds and other criteria are
met. All other companies are taxed at 30%. Deferred tax assets and liabilities are required to be measured at the tax rate
that is expected to apply in the future income year when the asset is realised or the liability is settled. The Directors have
determined that the deferred tax balances be measured at the tax rates stated.
Note 2 - Comparative figures have been restated to meet legislative requirements. The overall tax position has not
changed.
Note 8: Issued Capital
As at 30 June 2024, the Company had the following issued share capital:
Details
Date
Shares
Issue
price ($)
$
Balance
30/06/2022
106,305,280
12,565,412
Placement Shares
7/09/2022
83,678,154
0.036
3,012,414
Issue of Shares to staff
7/10/2022
1,968,037
0.039
78,246
Issue of Shares to MD
23/01/2023
784,727
0.031
24,327
Shares issued on acquisition of Three
Crowns Technologies Pty Ltd
17/02/2023
8,048,678
0.031
250,000
Placement Shares
2/06/2023
25,000,000
0.020
500,000
Share issue transaction costs, net of tax
(321,315)
Balance
30/06/2023
225,784,876
16,109,084
Placement Shares
24/10/2023
3,750,000
0.020
75,000
Remuneration Shares in lieu of salary
5/12/2023
2,386,021
0.022
52,500
Placement Shares
13/05/2024
12,500,000
0.020
250,000
Entitlements Issue
6/06/2024
23,077,374
0.020
461,547
Share issue transaction costs, net of tax
(25,115)
Balance
30/06/2024
267,498,271
16,923,016
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held. Every holder of ordinary shares present at a meeting in person or
by proxy, is entitled to one vote for each share held on a poll.
Ordinary shares have no par value, and the Company does not have a limited amount of authorised capital.
Note 9: Reserves
Nature and purpose of reserves
Options Reserve
This reserve is used to record the value of options subscribed for or provided to employees and consultants. Refer to
Note 26 for further details of these plans.
Performance and Service Rights Reserves
This reserve is used to record the value of performance and service rights provided to employees, Directors and
consultants as part of their remuneration. Refer to Note 26 for further details of these plans.
Foreign Currency Translation Reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 46 of 69
Note 9: Reserves (continued)
At 30 June 2024, the Company had the following reserve accounts:
OPTIONS RESERVE MOVEMENT
PERFORMANCE RIGHTS RESERVE MOVEMENT
(i) Issued to key employees under Spectur’s LTI plan. Refer Note 26.
(ii) Value of performance rights written back due employee cessation.
(iii) Value of performance rights written back due to vesting conditions not anticipated being met
30 June 2024
30 June 2023
Number
$
Number
$
Options
78,916,409
28,025
49,889,035
285,793
Performance rights
52,857,310
391,724
19,783,061
381,275
Service rights
7,000,000
169,552
7,000,000
61,684
Foreign currency translation reserve
n/a
(1,389)
n/a
1,661
Balance at end of year
138,773,719
587,912
76,672,096
730,413
30 June 2024
30 June 2023
Number
$
Number
$
Movement of Company options:
Balance at beginning of year
49,889,035
285,793
6,550,000
257,768
Placement options issued
35,577,374
-
41,839,035
-
Options issued to directors
-
-
-
-
Lead manager options issued
-
-
1,500,000
28,025
Expired options written back to retained
earnings
(6,550,000)
(257,768)
-
-
Balance at end of year
78,916,409
28,025
49,889,035
285,793
30 June 2024
30 June 2023
Number
$
Number
$
Movement of issued performance rights:
Balance at beginning of year
19,783,061
381,275
10,579,477
8,361
Brought to account during the year (i)
45,062,424
350,888
24,651,259
381,275
Performance rights cancelled during the
year (ii)
(11,988,175)
(148,796)
(15,447,675)
(8,361)
Reassessment of vesting conditions(iii)
-
(191,643)
Balance at end of year
52,857,310
391,724
19,783,061
381,275
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 47 of 69
Note 9: Reserves (continued)
SERVICE RIGHTS RESERVE MOVEMENT
Note 10: Loss per Share
Basic loss per share
Losses
Losses used in the calculation of basic loss per share are as follows:
Weighted average number of ordinary shares
The weighted average number of ordinary shares used in the calculation of basic and diluted loss per share is as follows:
Share options and performance and service rights are not considered dilutive, as their impact would be to decrease the
net loss per share.
30 June 2024
30 June 2023
Number
$
Number
$
Movement of issued service rights:
Balance at beginning of year
7,000,000
61,684
-
-
Brought to account during the year
-
107,868
7,000,000
61,684
Balance at end of year
7,000,000
169,552
7,000,000
61,684
30 June 2024
30 June 2023
Cents per share
Cents per share
Basic and diluted loss per share
(1.1)
(1.6)
30 June 2024
30 June 2023
$
$
Loss for the year
(2,578,227)
(2,923,065)
30 June 2024
30 June 2023
Number
Number
Weighted average number of ordinary shares for the purpose of basic
loss per share
232,854,956
180,789,369
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 48 of 69
Note 11: Cash and Cash equivalents
Reconciliation to the Statement of Cash Flows:
For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand and at bank, net of
outstanding bank overdrafts.
Cash and cash equivalents as shown in the statement of cash flows is reconciled to the related items in the statement of
financial position as follows:
At 30 June 2024, the Company had a credit card facility of $50,000 (2023: $50,000) and does not attract any interest if paid
within the required period.
11.1 Reconciliation of loss after tax to net cash outflow from operating activities:
30 June 2024
30 June 2023
$
$
Cash on hand and in bank
774,978
1,523,425
Credit cards
(10,083)
(1,335)
Net cash and cash equivalents
764,895
1,522,090
30 June 2024
30 June 2023
$
$
Loss for the year
(2,578,227)
(2,923,065)
Adjustments for non-cash income and expense items
Depreciation and amortisation
511,266
388,550
Impairment of goodwill and intangible asset
48,130
435,225
(Profit) / Loss on disposal of property and equipment
48,531
268
Share-based payment expense
118,317
537,172
Fair value remeasurement (on acquisition of subsidiary)
-
(50,708)
(Profit) / loss attributable to non-consolidated entities
-
(37,734)
Inventory write off
502,451
-
Financing Interest
60,880
127,040
Change in assets and liabilities
Increase in provisions and other liabilities
1,037,093
(62,379)
Decrease / (Increase) in trade and other receivables
(436,016)
659,285
(Increase) / decrease in inventories
(77,284)
(231,934)
Increase/(decrease) in trade and other payables
572,420
12,163
Net cash outflow from operating activities
(192,439)
(1,146,117)
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 49 of 69
Note 11: Cash and Cash equivalents (continued)
11.2 Reconciliation of liabilities arising from cash flows from financing activities:
Note 12: Trade and Other receivables
(i)
Trade receivables are non-interest bearing and are generally on terms of 30 days to 60 days. All amounts are short
term. The carrying value of trade receivables is considered a reasonable approximation of fair value.
(ii)
Note 24 includes disclosures relating to the credit risk exposures and analysis relating to the allowance for expected
credit losses.
Movement in allowance for expected credit losses
Notes
Lease liability
Loans
Total
Balance at 1 July 2022
284,474
764,284
1,048,758
Acquisition of leases
19 & 20
548,028
-
548,028
Acquired through business
combination
19
148,189
32,138
180,327
Increase in borrowings
20
-
400,000
400,000
Repayments
19 & 20
(188,705)
(561,479)
(750,184)
Interest paid
24,503
96,018
120,521
Balance at 30 June 2023
19 & 20
816,489
730,961
1,547,450
Acquisition of leases
19
113,722
-
113,722
Increase in borrowings
-
182,856
182,856
Repayments
19 & 20
(255,486)
(910,184)
(1,165,670)
Interest paid
96,976
60,880
157,856
Balance at 30 June 2024
19 & 20
771,701
64,513
836,214
30 June 2024
30 June 2023
$
$
Trade receivables (i)
1,285,800
926,664
Allowance for expected credit losses (ii)
(45,153)
(31,674)
1,240,647
894,990
Prepayments
142,253
107,965
Other
(1,812)
977
R&D refund receivable
368,321
313,808
Total
1,749,409
1,317,740
30 June 2024
30 June 2023
$
$
Balance at the beginning of the year
31,674
31,941
Provision for expected credit losses
(9,796)
43,833
Written off
23,275
(44,100)
Closing balance
45,153
31,674
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 50 of 69
Note 12: Trade and Other receivables (continued)
Expected credit losses
The Company applies the AASB 9 simplified model of recognising lifetime expected credit losses for all trade receivables
as these items do not have a significant financing component. In measuring the expected credit losses, the trade receivables
have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based
on the days past due.
The expected loss rates are based on the payment profile for sales over the past 24 months before 30 June 2024 and 30
June 2023 respectively as well as the corresponding historical credit losses during that period. Trade receivables are
written off when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice
date and failure to engage with the Company on alternative payment arrangement amongst other is considered indicators
of no reasonable expectation of recovery. On the above basis the expected credit loss for trade receivables at 30 June 2024
and 30 June 2023 was determined as follows:
Trade receivables past due
30 June 2024
Current (not
past due)
1 – 30 days
past due
31 – 60 days
past due
61 – 90 days
past due
More than
90 days past
due
Total
Expected credit
loss rate
3.04%
3.79%
5.03%
8.54%
17.48%
3.51%
Gross carrying
amount
1,030,898
180,416
43,669
7,206
23,611
1,285,800
Lifetime expected
credit loss
31,382
6,833
2,196
615
4,127
45,153
Trade receivables past due
30 June 2023
Current (not
past due)
1 – 30 days
past due
31 – 60 days
past due
61 – 90 days
past due
More than
90 days
past due
Total
Expected credit
loss rate
3.13%
3.56%
5.30%
11.91%
-
3.42%
Gross carrying
amount
725,436
115,776
81,109
4,343
-
926,664
Lifetime expected
credit loss
22,742
4,119
4,296
517
-
31,674
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 51 of 69
Note 13: Inventories
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition is accounted for as follows:
Raw materials – purchase cost on a first-in, first-out basis; and
Work in progress – purchase cost on a first-in, first-out basis; and
Finished goods – cost of direct materials and labour and a proportion of manufacturing overheads based on normal
operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
the estimated costs necessary to make the sale.
Note 14: Property, Plant and Equipment
Plant and equipment
The carrying value of plant and equipment held under chattel mortgage contracts at 30 June 2024 is $nil (2023: $nil). There
were no additions or disposals of plant and equipment held under chattel mortgage contracts in the current or previous
financial year.
30 June 2024
30 June 2023
$
$
Raw materials – cost
117,835
390,439
Work in progress – cost
289,203
215,805
Finished goods - cost
239,958
465,920
Total
646,996
1,072,164
Spectur
platforms
Leasehold
improve-
ments
Plant and
equipment
Office
equipment
Motor
Vehicles
Total
$
$
$
$
$
$
Balance at 1 July 2023
374,751
3,925
11,463
22,038
92,557
504,734
Additions
194,169
-
15,494
3,355
-
213,018
Disposals
(48,531)
-
-
-
(48,531)
Depreciation charge for the year
(225,853)
(898)
(12,956)
(8,633)
(33,634)
(281,974)
Balance at 30 June 2024
294,536
3,027
14,001
16,760
58,923
387,247
Balance at 1 July 2022
313,489
8,789
23,915
23,058
100,844
470,095
Additions
151,284
-
6,603
3,691
-
161,578
Acquired through business
combinations
129,151
-
-
4,924
38,109
172,184
Disposals
(4,625)
-
-
-
-
(4,625)
Depreciation charge for the year
(214,548)
(4,864)
(19,055)
(9,635)
(46,396)
(294,498)
Balance at 30 June 2023
374,751
3,925
11,463
22,038
92,557
504,734
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 52 of 69
Note 15: Intangibles
Note 16: Right-of-use Assets
Reconciliation
The Company leases land and buildings for its offices and warehouses under agreements of between two to three years
with, in some cases, options to extend. The leases have various escalation clauses. These options have been exercised in
the year ended 30 June 2024.
APNIC
Addresses
Software
Development
Other
Intangibles
Goodwill
Total
$
$
$
$
$
Carrying value at 1 July 2023
143,360
82,107
12,640
-
238,107
Impairment
(48,129)
-
-
-
(48,129)
Amortisation
-
(31,631)
(5,208)
-
(36,839)
Carrying value at 30 June 2024
95,231
50,476
7,432
-
153,139
Carrying value at 1 July 2022
-
-
96,112
-
96,112
Acquired through business
combinations
143,360
84,388
-
435,225
662,973
Additions
-
8,299
-
-
8,299
Impairment
-
-
-
(435,225)
(435,225)
Amortisation
-
(10,580)
(83,472)
-
(94,052)
Carrying value at 30 June 2023
143,360
82,107
12,640
-
238,107
30 June 2024
30 June 2023
$
$
Land and buildings – right-of-use
886,126
834,704
Less: Accumulated depreciation
(155,998)
(25,084)
As at 30 June
730,128
809,620
30 June 2024
30 June 2023
$
$
As at 1 July
809,620
273,806
Additions
112,961
548,029
Acquired through business combinations
-
146,167
Depreciation expense
(192,453)
(158,382)
As at 30 June
730,128
809,620
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 53 of 69
Note 17: Trade and other payables
(i) Trade payables are non-interest bearing and are normally settled on 30-day terms. Refer to Note 24 for further
information on financial instruments.
Note 18: Employee benefits
(i) Includes long service leave liability of nil (2023: $63,908)
Current
Employee benefits expected to be settled within the next 12 months. The current provision for employee benefits includes
all unconditional entitlements where employees have completed the required period of service and also where employees
are entitled to pro-rata payments in certain circumstances. The entire amount is presented as current, since the company
does not have an unconditional right to defer settlement. However, based on past experience, the company does not
expect all employees to take the full amount of accrued leave or require payment within the next 12 months.
Non-current
Employee benefits expected to be settled after 12 months.
30 June 2024
30 June 2023
$
$
Accounts payable (i)
538,230
350,849
Accruals
239,206
117,573
ATO & State Governments payables
235,140
217,037
Customer pre-payments
24,950
57,189
Total
1,037,526
742,647
30 June 2024
30 June 2023
$
$
Current Liabilities(i)
522,415
664,212
Non-Current liabilities (long service leave)
68,495
50,109
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 54 of 69
Note 19: Borrowings and other financial liabilities
Secured Loans
These loans are secured by Motor Vehicles. The interest rates on these loans range from 3.40% to 9.85% and interest is
repayable within a period of 28 months from the reporting date. Total monthly repayments are $886.
Non-Secured Loans
This was a $650,000 loan facility with EGP Capital. During the year ended 30 June 2023, an amount of $400,000 was drawn
down in addition to the $700,000 balance as at 30 June 2023. In May 2023, a repayment of $450,000 was made. This
resulted in a loan balance of $650,000 as noted above. Interest on this loan was 10% on the drawdown amount until
December 2023, increasing to 13% from 1 January 2024. The facility was repayable by 31 December 2024, at the
Company's option, either in cash or by issuing fully paid Spectur Limited ordinary shares. The number of shares to be issued
would have been based on a 20% discount to the 30-day Volume Weighted Average Price (VWAP) of Spectur Limited
shares as traded on the ASX. Spectur could have elected to convert a maximum of $250,000 of shares per quarter. The
Company had effectively been granted a put option by EGP Capital, which created a derivative. The Company calculated
this derivative to be an immaterial amount; therefore, the liability was stated at its face value at the prior year balance date.
In the year, the Company fully repaid the loan facility, leaving no outstanding balance as at 30 June 2024.
Note 20: Lease liabilities
Reconciliation
The Company leases land and buildings for its offices and warehouses under agreements of between two to three years
with, in some cases, options to extend. The leases have various escalation clauses. These options have been exercised in
the year ended 30 June 2024.
30 June 2024
30 June 2023
$
$
Current loans
Secured loans
9,187
6,374
Total current loans
9,187
6,374
Non-current loans
Secured loans
55,326
74,587
Non-secured loans
-
650,000
Total non-current loans
55,326
724,587
Total loans
64,513
730,961
30 June 2024
30 June 2023
$
$
Current lease liabilities
141,329
154,498
Non-current lease liabilities
630,372
661,991
As at 30 June
771,701
816,489
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 55 of 69
Note 20: Lease liabilities (Continued)
Refer Note 24 for further information on financial instruments.
Note 21: Provisions
Note 22: Unearned Revenue
(i)
Non-current unearned revenue relates to long term contracts where performance obligations will be satisfied
over more than 1 year.
Note 23: Dividends
The directors of the Company have not declared any dividend for the years ended 30 June 2024 and 2023.
30 June 2024
30 June 2023
$
$
As at 1 July
816,489
284,474
Lease inception
-
548,028
Acquired through business combinations
-
148,189
Lease adjustment
113,722
-
Principal repayments
(158,510)
(164,202)
Total
771,701
816,489
Warranties
Equipment Rental
Total current
$
$
$
Balance as at 30 June 2023
55,163
77,537
132,700
Provided during the year
14,498
23,600
38,098
Utilised
(14,497)
(101)
(14,598)
Balance at 30 June 2024
55,164
101,036
156,200
Balance as at 30 June 2022
55,162
59,138
114,300
Provided during the year
100,265
89,963
190,228
Utilised
(100,264)
(71,564)
(171,828)
Balance at 30 June 2023
55,163
77,537
132,700
30 June 2024
30 June 2023
$
$
Current Unearned Revenue
1,200,939
727,388
Non-Current Unearned Revenue (i)
663,451
-
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 56 of 69
Note 24: Financial Instruments
Capital risk management
The Company’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure and reduce
the cost of capital.
The capital structure of the Company consists of cash and cash equivalents, borrowings and equity attributable to equity
holders of the Company, comprising issued capital, reserves and retained earnings. Operating cash flows are used to
maintain and expand operations, as well as to make routine expenditures such as tax, dividends and general administrative
outgoings. The Company would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current Company's share price at the time of the investment.
The capital risk management policy remains unchanged from the 30 June 2023 Annual Report.
Financial risk management objectives
The Company is exposed to:
(i) market risk (which includes foreign currency exchange risk, interest rate risk, share price risk and commodity price risk),
(ii) credit risk and (iii) liquidity risk.
Compliance with policies and exposure limits is reviewed by management on a continuous basis. The Company does not
enter into or trade financial instruments, including derivative financial instruments.
Market risk
The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest
rates, and share prices. There has been no change to the Company’s exposure to market risks or the way it manages and
measures the risk from the previous period.
Foreign currency exchange risk management
The Company undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate
fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising purchasing limits.
The carrying amount of the Company’s foreign currency denominated monetary assets and monetary liabilities at the
balance date expressed in Australian dollars was $7,751.
Foreign currency sensitivity analysis
The sensitivity analyses below detail the Company’s sensitivity to an increase/decrease in the Australian dollar against the
New Zealand dollar. The sensitivity analysis includes only outstanding foreign currency denominated monetary items.
A 100-basis point is the sensitivity rate used when reporting foreign currency risk internally to management and represents
management’s assessment of the possible change in foreign exchange rates. At balance date, if foreign exchange rates had
been 10 basis point higher or lower and all other variables were held constant, the Company’s profit or loss and equity
reserves would not have been affected materially.
The Company’s sensitivity to foreign exchange has not changed significantly from the prior year.
Interest rate risk management
The Company's exposure to the risk of changes in market interest rates relates primarily to the bank overdrafts with floating
interest rate.
These financial assets with variable rates expose the Company to cash flow interest rate risk. All other financial assets and
liabilities, in the form of receivables and payables are non-interest bearing.
A 250 basis point increase or decrease is used when reporting interest rate risk internally to management and represents
management’s assessment of the change in interest rates.
At balance date, if interest rates had been 250 basis points higher or lower and all other variables were held constant, the
Company’s profit or loss and equity reserves would not have been affected materially.
The Company’s sensitivity to interest rate risk has not changed significantly from the prior year.
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 57 of 69
Note 24: Financial Instruments(continued)
Credit risk management
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to credit
risk from financial assets including cash and cash equivalents held at banks and trade and other receivables. The Company
only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by
independent rating agencies where available and, if not available, the Company uses publicly available financial information
and its own trading record to rate its major customers.
The Company does not have any significant credit risk exposure to any single counterparty or any Company of
counterparties having similar characteristics.
Liquidity risk management
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Board's
approach to managing liquidity and ensuring, as far as possible, that the Company is always able to meet its liabilities when
due, is to continuously monitor forecast and actual cash flows and match the maturity profiles of financial assets and liabilities.
Non-derivative financial liabilities
The following tables detail the Company’s expected contractual maturity for its non-derivative financial liabilities. These have
been drawn up based on undiscounted contractual maturities of the financial liabilities based on the earliest date the
Company can be required to repay. The tables include both interest and principal cash flows.
Fair value measurement
The net fair value of financial assets and financial liabilities approximates their carrying value. The methods for estimating
fair value are outlined in the relevant notes to the financial statements.
The Company has several financial instruments which are not measured at fair value in the statement of financial position.
The Directors consider that the carrying amounts of current receivables, current payables and current borrowings are a
reasonable approximation of their fair values.
Note 25: Contingent liabilities
The Company had no contingent liabilities as at the reporting date.
30 June 2024
Weighted
average
interest rate
1 year or less
1-5 Years
Total
%
$
$
$
Financial Liabilities
Trade and other payables
1,037,526
-
1,037,526
Lease liabilities
13.0%
239,657
898,810
1,138,467
Loans payable
4.5%
9,187
55,326
64,513
Total
1,286,370
954,136
2,240,506
30 June 2023
Weighted
average
interest rate
1 year or less
1-5 Years
Total
%
$
$
$
Financial Liabilities
Trade and other payables
742,647
-
742,647
Lease liabilities
13.0%
219,805
715,144
934,949
Loans payable
4.5%
100,605
763,576
864,181
Total
1,063,057
1,478,720
2,541,777
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 58 of 69
Note 26: Share-based payments
a) Recognised Share-based Payment Expense
From time to time, the Company provides Incentive Options or Performance Rights to officers, employees, consultants and
other key advisors as part of remuneration and incentive arrangements. The number of options / Performance Rights
granted, and the terms of the options granted are determined by the Board. Shareholder approval is sought where required.
During the past two years, the following equity-settled share-based payments have been recognised:
The following share-based payment arrangements were in place during the current and prior periods:
(i) During the year ended 30 June 2024, an expense of $nil (2023: $28,025) was incurred for options issued.
1 Performance rights allocated to the Managing Director were approved at the Company’s Annual General Meeting.
Long Term Incentives - Performance and service Rights
The Performance Rights detailed above have been allocated and/or issued to key management personnel and senior
employees under the Scheme as long-term incentives.
The Performance Rights are issued for $nil cash consideration but will not vest unless the performance conditions set by
the Board have been satisfied, with the final quantum to be determined on the vesting and measurement date of 30 June
2024. Refer to Section E of the Remuneration Report for the details of the performance conditions.
30 June 2024
$
30 June 2023
$
Value of expired performance rights written back
(148,796)
(8,361)
Value of performance rights brought to account during the period
350,888
381,275
Value of shares issued to staff and directors
-
102,574
Reassessment of vesting conditions of performance rights
(191,643)
-
Value of service rights brought to account during the period
93,000
54,250
Net share-based payment expense recognised in
profit or loss
103,449
529,738
Options
Number
Grant date
Expiry date
Exercise
price
Fair value
at balance
date
Vesting date
$
$
$
Employee options
2,200,000
30 Jun 2021
30 Jun 2024
0.100
77,458
30 Jun 2021
Director options
2,100,000
30 Jun 2021
30 Jun 2024
0.130
90,832
29 Oct 2021
Lead Manager (i)
1,500,000
7 Sep 2023
7 Sep 2025
0.066
28,025
7 Sep 2023
Performance rights
Number
Grant date
Expiry date
Value at
grant date
Fair value
at balance
date
Vesting date
$
$
$
Director 1
8,763,522
25 Nov 2022
30 Jun 2025
0.04
175,514
30 Jun 2024
Director 1
16,770,045
23 Nov 2023
30 Jun 2026
0.02
32,020
30 Jun 2025
Employees
7,287,317
7 Oct 2022
30 Jun 2025
0.04
92,839
30 Jun 2024
Employees
2,651,805
14 Apr 2023
30 Jun 2025
0.04
53,110
30 Jun 2024
Employees
8,466,541
6 Oct 2023
30 Jun 2026
0.02
9,418
30 Jun 2025
Employees
11,569,886
6 Oct 2023
30 Jun 2026
0.02
22,943
30 Jun 2025
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 59 of 69
a) Recognised Share-based Payment Expense (continued)
1 Subject to continuous service over the vesting period to 1 December 2024.
b) Summary of Options Granted as Share-based Payments
The following table illustrates the number and weighted average exercise prices (WAEP) of Incentive Options granted as
share-based payments at the beginning and end of the financial year:
The value of the options granted during the year was included in share capital as a capital raising cost.
Note 27: Related party disclosures
The Company’s related parties include Key Management and others as described below.
Transactions with Key Management Personnel
The aggregate compensation made to Directors and other Key Management Personnel of the Company is set out below:
The amount of share-based payments is calculated in accordance with AASB 2.
More detailed information concerning the remuneration of key management is shown in the Remuneration report.
Note 28: Interests in Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2 (w).
Service rights
Number
Grant date
Expiry date
Value at
grant date
Fair value
at balance
date
Vesting date
$
$
$
Director 1
6,000,000
25 Nov 2022
1 Dec 2024
0.031
186,000
1 Dec 2024
Company Secretary 1
1,000,000
25 Nov 2022
1 Dec 2024
0.031
31,000
1 Dec 2024
30 June 2024
30 June 2023
Number
WAEP
Number
WAEP
Outstanding at beginning of year
8,050,000
$0.10
6,550,000
$0.100
Expired options
(2,250,000)
$0.12
-
-
Granted by the Company during the year
-
-
1,500,000
$0.019
Outstanding at end of year
5,800,000
$0.10
8,050,000
$0.10
Exercisable at the end of year
5,800,000
$0.10
8,050,000
$0.10
30 June 2024
30 June 2023
$
$
Short-term employee benefits
367,953
434,835
Post – employment benefits
57,029
48,414
Share-based payments
301,793
221,121
Total
726,775
704,370
Name
Country of incorporation
30 June 2024
30 June 2023
$
$
Spectur New Zealand Limited
New Zealand
100%
100%
Three Crowns Technologies Pty Ltd
Australia
100%
100%
Spectur LLC
United States of America
100%
-
Notes to the Consolidated Financial Statements
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 60 of 69
Note 29: Auditor’s remuneration
The auditor of Spectur Limited is HLB Mann Judd.
Note 30: Events after the reporting date
On 29 July 2024 Spectur raised $465,000 via the Placement of 23,250,000 fully paid ordinary shares from among its largest
shareholders, being the shortfall from the May 2024 Entitlements Offer. The shares were issued at the same price as the
Entitlement Offer shares, being 2.0c per Share with an additional attaching unlisted Option exercisable at 2.9c on or before
30th May 2025.
On 9 August 2024, the Company accelerated its R&D advance by utilising a short-term loan facility from Radium Capital,
for $271,000. The R&D advance will be likely repaid in Q2 FY24, when the refund is anticipated to be received.
Other than the matters mentioned above. the Directors are not aware of any matter or circumstance that has arisen since
30 June 2024 which significantly affected, or may significantly affect, the operations of the Group, the results of those
operations, or the state of affairs of the Group, in future financial years.
30 June 2024
30 June 2023
$
$
Audit and review of the financial statements
67,000
57,500
Consolidated Entity Disclosure Statement
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 61 of 69
Entity name
Entity type
Place formed /
Country of
incorporation
Ownership
interest %
Australian Tax
Residency
Foreign Tax
Residency
Spectur Limited
(parent)
Body corporate
Australia
N/A
Yes
N/A
Spectur New
Zealand Limited
Body corporate
New Zealand
100.00%
Yes
N/A
Three Crowns
Technologies Pty Ltd
Body corporate
Australia
100.00%
Yes
N/A
Spectur LLC
Body corporate
United States of
America
100.00%
Yes
United States of
America
Spectur Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime.
DIRECTORS’ DECLARATION
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 62 of 69
1.
In the opinion of the Directors of Spectur Limited (“Spectur” or the “Company”):
a.
the accompanying financial statements and notes are in accordance with the Corporations Act 2001 including:
i.
giving a true and fair view of the Group’s financial position at 30 June 2024 and of its performance for
the year then ended in accordance with the accounting policies described in the notes to the financial
statements; and
ii.
complying with Australian Accounting Standards, the Corporations Regulations 2001, professional
reporting requirements and other mandatory requirements.
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.
c.
the financial statements and notes thereto are in accordance with International Financial Reporting Standards
issued by the International Accounting Standards Board.
d.
The consolidated entity disclosure statement is true and correct.
2.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance
with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2024.
This declaration is signed in accordance with a resolution of the board of Directors.
______________________________
Darren Cooper
Director
Dated this 30 August 2024
.
Page 63 of 69
INDEPENDENT AUDITOR’S REPORT
To the Members of Spectur Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Spectur Limited (“the Company”) and its controlled entities (“the
Group”), which comprises the consolidated statement of financial position as at 30 June 2024, 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, notes to the financial
statements, including material accounting policy information, the consolidated entity disclosure statement
and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the 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 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 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.
We have determined the matters described below to be the key audit matters to be communicated in our
report.
Page 64 of 69
Key Audit Matter
How our audit addressed the key audit
matter
Revenue and related risk of fraud
Refer to Note 5
The total revenue from operations for the year ended 30
June
2024
is
$8,185,873,
with
revenue
being
predominantly generated through equipment sales and
rentals and subscriptions.
Due to the material nature of this balance and the
presumption of fraud risk over revenue recognition as
prescribed by Australian Auditing Standards, this area
has been subject to significant audit procedures. As a
result, we considered this to be a key audit matter.
Our procedures included but were not limited
to the following:
− We reviewed the Group’s accounting
policy regarding the recognition and/or
deferral of revenue in line with AASB 15
Revenue from Contracts with Customers;
− We reviewed the calculation of deferred
revenue to ensure that it is correctly
calculated and in accordance with AASB
15;
− We selected a sample of revenue
transactions and agreed the transactions
to underlying supporting documentation;
− We performed audit procedures to ensure
that revenue is materially complete,
including procedures surrounding cut-off
at balance date; and
− We assessed the adequacy of the Group’s
disclosures in respect of revenue and
deferred revenue.
Other Information
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 2024 but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly 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:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
Page 65 of 69
(b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
(b) the consolidated entity disclosure statement that is true and correct 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 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 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.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
−
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
−
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
−
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
−
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial report or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
Page 66 of 69
−
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the Directors’ Report for the year ended 30 June
2024.
In our opinion, the Remuneration Report of Spectur Limited for the year ended 30 June 2024 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.
HLB Mann Judd
L Di Giallonardo
Chartered Accountants
Partner
Perth, Western Australia
30 August 2024
AUDIT REPORT
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 67 of 69
ADDITIONAL SHAREHOLDER INFORMATION
SHAREHOLDING
The distribution of members and their holdings of equity securities in the Company as at 22 August 2024 were as follows:
Quoted Securities:
There is one class of quoted securities, being fully paid ordinary shares.
There are 866 holders of ordinary shares.
b) Marketable parcel
Based on the price per security of $0.02, the number of holders with an unmarketable holding total 320, with total shares
of 3,013,325, amounting to 1.04% of Issued Capital
c) Voting rights – Ordinary Shares
Every person present, who is a member, or a proxy, attorney or representative of a member has one vote upon a poll for
each share held.
d) Substantial Shareholders
Substantial shareholders listed on the Company's register as at 22 August 2024.
Position
Holder Name
Holding
% IC
1
APPWAM PTY LTD
41,357,896
14.22%
2
JOMAHO INVESTMENTS PTY LTD
22,524,644
7.75%
e) On market buy-back
There is no on-market buy-back scheme in operation for the Company’s quoted shares.
Category
Fully Paid Ordinary Shares
(Size of holding)
Shareholders
Shares
1 – 1,000
43
7,522
1,001 – 5,000
58
177,945
5,001 – 10,000
97
782,574
10,001 – 100,000
403
17,150,344
100,001 and over
265
272,629,886
Total
866
290,748,271
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 68 of 69
SHAREHOLDER INFORMATION (continued)
f) Twenty Largest Shareholders
The names of the twenty largest holders of each class of quoted equity security, being fully paid ordinary shares, the
number of equity security each holds and the percentage of capital each hold at 22 August 2024 is as follows:
Unquoted Securities
Number of
Securities
Number of
Holders
Holders with more than 20%
Options (Exercisable at $0.066,
expiring 7 Sept 2024)
41,839,035
146
Nil
Options (Exercisable at $0.066,
expiring 7 Sept 2024)
1,500,000
1
100% of these Options are held by Reach Markets Pty
Ltd.
Options (Exercisable at $0.029,
expiring 30 May 2025)
58,827,375
97
Jomaho Investments Pty Ltd holds 14,475,903 options,
being 24.6% of the class of options on issue.
Performance Rights
52,857,310
6
Gerard Dyson (or his nominee) holds 25,533,567
Performance Rights which is equal to 48.3% of the
Performance Rights on issue.
Service Rights
7,000,000
2
Gerard Dyson (or his nominee) holds 6,000,000
Service Rights which is equal to 85.7% of the Service
Rights on issue. Suzie Foreman (or her nominee)
holds 1,000,000, which is equal to 14.3% of the Service
Rights on issue.
Voting rights
Unquoted options or performance rights do not entitle the holder to any voting rights.
OTHER ASX INFORMATION
Position
Holder Name
Holding
% Held
1
APPWAM PTY LTD
41,357,896
14.22%
2
JOMAHO INVESTMENTS PTY LTD
22,524,644
7.75%
3
SANDHURST TRUSTEES LTD
9,462,424
3.25%
4
COASTALWATCH HOLDINGS PTY LTD
8,048,678
2.77%
5
MR DARREN JOHN COOPER
6,867,880
2.36%
6
S & K HODGES INVESTMENTS PTY LTD
5,806,353
2.00%
7
MR PETER JOHN FERRIS
5,800,000
1.99%
8
NATIONAL NOMINEES LIMITED
5,200,000
1.79%
9
PUTNEY BRIDGE INVESTMENTS PTY LTD
5,000,000
1.72%
10
MR GEORGE LIONTOS & MRS CRISTINA LIONTOS
4,600,000
1.58%
11
FRY SUPER PTY LTD
4,200,000
1.44%
12
GERARD JOHN DYSON
4,082,954
1.40%
13
ANNEIS PTY LTD
3,750,000
1.29%
14
MR DUMINDA SUDATH AMARAKOON & MRS GERALDINE GEETHANI
ROSHINI AMARAKOON
3,650,000
1.26%
15
BENJAMIN YOUNG
3,434,304
1.18%
16
SONDANCE PTY LTD
2,777,778
0.96%
17
SI CORPORATION PTY LTD
2,750,000
0.95%
18
MR MARK DAMION KAWECKI
2,700,361
0.93%
19
MR ALISTAIR CHARLES JACKSON
2,500,000
0.86%
20
EMERALD SHARES PTY LIMITED
2,487,196
0.86%
Total
147,000,468
50.56%
Spectur Limited – Annual Report – Year ended 30 June 2024
Page 69 of 69
1. Corporate Governance
A statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX
Corporate Governance Council during the year is contained in Appendix 4G.
This corporate governance statement lodged on the same day as the Annual Report is current as at the Company’s reporting
date and has been approved by the Board of the Company.
2. Stock exchange on which the Company’s securities are quoted:
The Company’s listed equity securities are quoted on the Australian Securities Exchange.
3. Restricted Securities
There are no restricted securities on issue.