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TETRA Technologies, Inc.
Annual Report 2022

TTI · NYSE Energy
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Industry Oil & Gas Equipment & Services
Employees 1400
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FY2022 Annual Report · TETRA Technologies, Inc.
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2022

ANNUAL  REP ORT

TRAFFIC TECHNOLOGIES LTD
ABN 21 080 415 407
AND CONTROLLED ENTITIES

ANNUAL FINANCIAL REPORT

FOR THE YEAR ENDED 30 JUNE 2022

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ABN 21 080 415 407 
Traffic Technologies Ltd. 
address. 31 Brisbane Street, Eltham Victoria 3095 Australia 
PO Box 828, Eltham Victoria 3095 Australia 
phone. + 61 3 9430 0222   facsimile. + 61 3 9430 0244 
web. www.trafficltd.com.au 

Traffic Technologies Ltd and Controlled Entities 
Chairman’s Letter 

Dear Shareholder, 

On behalf of the Board of Directors, it is my pleasure to enclose the Annual Report of Traffic Technologies Ltd 
(Traffic Technologies, or the Company) for the financial year ended 30 June 2022. 

It  has  been  a  year  of  tremendous  achievements  for  our  Company  in  the  face  of  global  and  industry-wide 
headwinds. These include: continued revenue growth, significant contract wins, new tier-1 clients, growth in our 
order  book,  increasing  traction  of  our  ‘SmartCity’  technology  into  a  significant  and  nascent  global  market 
opportunity, a backlog of locked-in revenue which underpins a strong start to FY23 and a strong balance sheet 
which  has  been  managed  with  considerable  discipline  to  weather  the  global  disruptions  of  supply-chains, 
inflationary pressures and rising funding costs.  

Traffic Technologies today is trusted by government and some of Australia’s largest infrastructure builders as the 
market  leader  for  delivering  traffic  solutions  to  improve  the  safety  and  efficiency  of  traffic  on  our  roads.  Our 
Company  occupies  this  “client-preferred”  position  because  of  our  established  history,  trusted  quality  and 
continually evolving differentiated solutions. Our products and services – from hardware and software solutions 
to install and service – change driver behaviour, improve safety for the community, enhance transport efficiency 
and  lower  traffic’s  deleterious  impact  on  our  environment.  The  market  we  operate  in  is  large,  growing  and 
attractive, with strong secular tailwinds; and I believe we are well positioned to access this opportunity and provide 
a strong return on your invested capital.  

We see a substantial growth opportunity in the application of ‘SmartCity’ technology in the management of road 
infrastructure  and  community  safety,  and  have  continued  to  invest  in  state-of-the-art  ‘SmartCity’  IoT-enabled 
products  which  road  authorities  around  the  world  are  increasingly  employing  to  manage  traffic  flows.      Our 
products  are  world-class,  powered  by  the  latest  traffic  management  software.  Our  road  sign,  traffic  signals, 
electronic signage, LED street lights and traffic controller businesses, continue to be market leaders in both the 
Australian and export markets around the world.  

As funding costs in the market increase, a key focus continues to be the reduction of debt and the associated 
interest cost.  In late 2021, we completed a $7.2 million capital raising which enabled us to repay $6.0 million of 
the ADM Capital debt, including interest.  In addition, in February 2022, we refinanced our working capital facilities 
to  provide  a  more  flexible  working  capital  solution  to  finance  the  next  stage  of  the  Company’s  growth.  The 
refinancing of the Group’s debt has strengthened the Group’s balance sheet.  We are continuing to work on a 
strategy to refinance the remaining debt facilities with ADM Capital and First Samuel. 

Along with my fellow Directors, I would like to thank shareholders for their continued support of the Group.   

Mark Hardgrave 
Chairman

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ABN 21 080 415 407
Traffic Technologies Ltd.
address. 31 Brisbane Street, Eltham Victoria 3095 Australia
PO Box 828, Eltham Victoria 3095 Australia
phone. + 61 3 9430 0222   facsimile. + 61 3 9430 0244
web. www.trafficltd.com.au

Traffic Technologies Ltd and Controlled Entities
Managing Director’s Operating and Financial Review

Dear Shareholder,

Operating Result
The Group has reported the following result for the financial year ended 30 June 2022: 

Sales revenue

Earnings before Interest, Tax, Depreciation 
and Amortisation (EBITDA)

Depreciation and Amortisation Expense

Earnings before Interest and Tax (EBIT)

Finance Costs

Net (Loss)/Profit After Tax (NPAT)

Year to
30 June 2022

Year To 
30 June 2021

$’m

53.8

4.1

(2.3)

1.7

(2.2)

(0.5)

$’m

52.3

4.5

(2.2)

2.3

(2.1)

0.2

Operating revenue increased to $54m for the year to 30 June 2022 (2021: $52m). This was achieved despite timing 
delays caused by global disruptions to the supply chain for electronic and hardware equipment; estimated to have 
delayed the timing of revenue realisation from contracted work for FY22 by c.$7m. The Company continues to 
assiduously manage this with our suppliers through prepayments and other initiatives given our strong pipeline of 
new customer contracts.

Over the course of the year and in line with the Company’s strategy, the Company secured over $35m in new term
contracts, a substantial increase of 60% from the previous year.  Recent orders have included additional Smart 
City, LED street lights for power authorities, the supply of intelligent traffic control equipment for a multinational 
ASX listed company and a contract to supply the Company’s Smart City software for the road network in Qatar 
prior to the commencement of the FIFA World Cup.

Management has assessed the impact of COVID-19 on the Company, the main impact being an increase in raw 
material costs and timing delays caused by industry-wide disruptions to the worldwide supply chain for electronic 
and hardware equipment.  The Company is actively managing this with our suppliers through prepayments  and 
other initiatives and with our customers, through passing on the increased supply costs and growing the pipeline 
of new customer contracts.  The Company has also had to contend with local disruptions caused by lockdowns, 
closures in the construction industry, staff absences due to COVID and international travel restrictions affecting
our export markets.  Operating revenue would have been approximately c.$7m higher had the Company not been 
affected by these issues.  The Company nevertheless continued operating in all States and Territories throughout 
the pandemic through careful adherence to their COVID-related requirements.  

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Despite these challenges, demand for the Company’s products and services has seen a significant increase with 
the upturn in road infrastructure expenditure announced by Federal and State governments and following several 
recent contract wins.  The Company currently has over $19m in forward orders, a year-on-year increase of 52%, 
and  over  $35m  in  term  contracts  an  increase  of  60%  from  previous  year  –  both  amongst  the  highest  in  the 
Company’s history to kick-off the start to a new financial year.   

Net assets were $14.4m at 30 June 2022 compared to $8.3m at 30 June 2021, with increased inventory of $3.0m 
and receivables of $1.8m levered to manage the market disruptions of COVID.     

Net debt, excluding liabilities associated with capitalised property leases, was $11.2m at 30 June 2022, compared 
to $11.8m at 30 June 2021.  The Company repaid $6m of the ADM facility, including interest, from the capital 
raising in late 2021, funded by the Company’s capital raise in Q2 of $7.2m through a rights issue and placement 
to sophisticated and institutional investors.  In addition, the Company refinanced its working capital facilities in 
February 2022; this enabled the Company to draw down additional funds to prepay overseas suppliers for parts 
required to fulfil the growth in customer orders.  The Company continues to explore options to refinance debt and 
reduce finance costs.   

Net operating cash outflows were $0.6m for the year (2021: inflow $0.9m).  Receipts from customers for the year 
were $56.7m.  Interest paid in the year was $1.7m.  Cash utilisation included the prepayment of overseas suppliers 
to  secure  parts  required  to  fulfil  the  Company’s  growing  pipeline  of  new  customer  contracts.    The  Company 
expects to see the benefit of these imported components reflected in sales of the  Company's products in the 
months ahead. 

Net investing cash outflow was $3.1m for the year (2021 $2.8m), including the payment of $0.8m of instalments 
towards the purchase of businesses acquired in the previous financial year and investment in the development of 
the Company’s Smart City software and product portfolio. 

Net  financing  cash  inflow  was  $2.1m  for  the  year  (2021:  $0.9m),  including  capital  raising  proceeds  of  $7.2m, 
payment of share issue costs, proceeds from the new working capital facility, part repayment of the ADM loan, 
repayment of the previous working capital facility, repayment of finance leases and payment of borrowing costs. 

Review of Operations 

The  Company continues  to  be  the  major  participant in the  “Intelligent Transport Systems” market in  Australia 
where the Company’s  proprietary “Traffic SmartCity Technology” (TST) platform, developed for the road industry, 
councils and power authorities, enables the integration of street lights and other traffic management equipment 
to a central control/management system via remote “Internet of Things” (IoT) sensors.  

Integration of urban traffic controllers into the Company’s “Traffic SmartCity Technology” (TST) platform” is pivotal 
to the next phase of the Company’s expansion where the in-house design and manufacture of this highly technical 
Smart City equipment is scaled for the benefit of communities across Asia, Middle East and South America.  The 
Company  is  well  placed  for  future  improvements  in  cities  requiring  “Smart  City  technology”,  where  the  urban 
traffic controller is automated to regulate the sequencing and timing of traffic signals by monitoring vehicular and 
pedestrian demands and adjusting to meet these requirements.   

The  Company  is  Australia’s  largest  accredited  provider  and  installer  involved  in  traffic  signals,  urban  traffic 
controllers,  street  lighting,  and  electronic  speed  sign  installation  and  maintenance;  and  is  fully  approved  for 
installation work by the Department of Transport in Victoria servicing several term maintenance contracts with 
local councils across Victoria.   

The Company is a key supplier to the road signage market across Australia, with customers including State road 
authorities,  local  councils  and  construction companies.   The  Company’s  signage  products  are distributed  from 
depots around Australia with manufacturing focused in Victoria, Western Australia and the Northern Territory. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Strategies and Prospects 

We  have  continued  to  invest  in  research  and  development  with  a  major  emphasis  being  the  deployment  and 
implementation of our “Smart City” platform, “TST”.  The system continues to gain traction across several States 
in particular with local councils and large-scale infrastructure projects.  Through data analytics, customers are able 
to make informed decisions in real time making roads safer, greener, and adaptable to the needs of communities. 
These outcomes have led to an increase in adoption of recurring annuity revenue with new and current contracts 
where the focus has moved to a SaaS with annual subscription and service fees. 

The Company’s LED streetlight business has seen significant growth with our “Smart City”-ready lighting products; 
scaled across Australia and now entering the UK. Future earnings are underpinned by a number of recent contract 
wins, long term supply contracts and orders from State and local government agencies and power companies. The 
Company’s  recently  released  next-generation  LED  street  lights  for  roads,  streets  and  tunnels,  operate  more 
efficiently  with  significantly  reduced  energy  consumption.  These  next  generation  of  solar-run  “smarter  and 
greener” luminaires will change the nature of Australian roadways and provide Australians with the critical social 
benefits of safety our products provide in an economically and environmental sustainability way. 

The newly acquired businesses in the previous financial year have been positive contributors to the Company.  
L&M has enhanced the capability within the Company to undertake installation and maintenance work and has 
opened a new channel to market for our IoT devices and traffic management products.  L&M has enabled the 
Company to win larger infrastructure projects including level crossing removals and freeway upgrades within the 
Intelligent Transport sector. The iTS business, involved in the design, development and manufacture of electronic 
infrastructure  signage  and  software,  has  developed  state-of-the-art  products  which  directly  interact  with  the 
Company’s “Smart City Platform” TST. This allows the Company to further expand into the lucrative Intelligent 
Transport sector, expanding the Company’s ability to supply sophisticated “Smart City” ready electronic signage 
across Australia. 

Outlook 

The  Company  is  well  positioned  to  benefit  in  the  years  ahead  from  increased  investment  by  government  on 
infrastructure programs. The new products being developed by the Company and the Company’s diversification 
program into “Smart Cities” IoT and software are generating annuity streams of income from SaaS subscription 
and service fees.  Reduction in finance costs remains a continued focus, as do operating efficiency initiatives such 
as savings from consolidation of manufacturing.  We expect a positive contribution in the year ahead from these 
strategic initiatives and a strong order book. 

I would like to thank all shareholders for their ongoing support, our staff for their relentless commitment to the 
Company and our financiers who have supported the Company during these challenging times. 

Con Liosatos 
Managing Director

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CORPORATE INFORMATION 

This annual report covers both Traffic Technologies Ltd (ABN 21 080 415 407) and its subsidiaries.  The Group’s 
functional and presentation currency is AUD ($). 

A description of the Group’s operations and of its principal activities is included in the operating and financial review 
in the Directors’ Report. 

Directors 
Mr. Mark Hardgrave 
Mr. Con Liosatos 
Mr. Tim Fry  

Company Secretary & Chief Financial Officer 

Mr. Peter Crafter 

Registered Office & Principal Place of Business 
Traffic Technologies Ltd 
31 Brisbane Street 
Eltham VIC 3095 

Share Register 

Computershare Investor Services Pty Limited 
Yarra Falls, 452 Johnston Street 
Abbotsford VIC 3067 
Tel: 1300 850 505 

Traffic Technologies Ltd shares are listed on the Australian Securities Exchange (stock code: “TTI”). 

Lawyers 

K&L Gates 
Level 25 
525 Collins Street 
Melbourne VIC 3000 

Bankers 

Westpac Banking Corporation 
Level 6 
150 Collins Street 
Melbourne VIC 3000 

Auditors 
Grant Thornton 
Collins Square, Tower 5 
727 Collins Street 
Melbourne VIC 3008 

 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities 
Financial Report for the year ended 30 June 2022 

CONTENTS       

        Page No. 

Directors’ Report                        

Auditor’s Independence Declaration  

Corporate Governance Statement  

Consolidated Statement of Profit or Loss and Other Comprehensive Income  

Consolidated Statement of Financial Position  

Consolidated Statement of Changes in Equity 

Consolidated Statement of Cash Flows 

Notes to the Consolidated Financial Statements 

Directors’ Declaration 

ASX Additional Information  

Independent Audit Report 

6 

14 

15 

16 

17 

18 

19 

20 

47 

48 

50 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd 
Directors’ Report 

Your Directors submit their report for the year ended 30 June 2022. 

DIRECTORS 

The names and details of the Company’s Directors in office during the financial year and until the date of this 
report are as follows.  Directors were in office for the entire period unless otherwise stated. 

Mr. Mark W Hardgrave (Age 64) B Com ACA MAICD 

Independent Non-Executive Chairman. Appointed January 2013. 

Mr. Hardgrave has a corporate advisory and investment management background.  He is also a Non-Executive 
Director  of  ASX  listed  company  Pental  Limited  and  was  previously  a  Director  of  ASX-listed  Forbidden  Foods 
Limited.   He  was  co-founder  and  former  Joint  Managing  Director  of  M&A  Partners.  Mr.  Hardgrave  was  also 
previously Chief Executive Officer of Bennelong Group, which specialises in listed equities, property and private 
equity.  Earlier in his career he worked in senior roles in a number of investment groups including Brencorp Group, 
Merrill Lynch and Thorney Investment Group. Mr. Hardgrave holds a Bachelor of Commerce degree from the 
University of Queensland. He is a chartered accountant and a member of the Australian Institute of Company 
Directors.  Mr. Hardgrave was appointed non-executive Chairman of the Company in November 2020. 

Mr. Con L Liosatos (Age 60) MAICD 

Managing Director. Appointed April 2003. 

Mr. Liosatos has over 35 years’ experience in the construction industry, including over 26 years in the lighting 
industry specialising in research and design.  He also has 18 years’ experience in the traffic industry.  He has been 
involved  with major design  and  manufacturing  projects for  clients  such as MCG  Lighting,  Etihad Stadium,  the 
Melbourne Sport and Aquatic Centre and the Vodafone Arena.  He led the VicRoads LED Signals Upgrade, Hong 
Kong  Highways  Department  (Bus  and  Roadway  Interchange)  Upgrade  and  the  WA  Main  Roads  LED  Signals 
Upgrade.  Mr. Liosatos has owned and managed a multinational project lighting company, Moonlighting Pty Ltd.  
Mr. Liosatos has qualifications in Mechanical Design and Lighting Engineering.  Mr. Liosatos was Chairman of the 
ITS World Congress 2016 Sponsorship Committee and is active on Australian Standards AS 2144 and AS 1158.  
Mr.  Liosatos  is  the  Managing  Director  of  Traffic  Technologies  Ltd.    Mr.  Liosatos  is  a  member  of  the  Risk  and 
Corporate  Governance  committees.    Mr.  Liosatos  has  not  served  as  a  director  of  any  other  listed  companies 
during the three years to June 2022. 

Mr. Peter Timothy James Fry (Age 58) GAICD 

Independent Non-Executive Director. Appointed November 2020. 

Mr. Fry is an experienced financial professional with established achievements in enabling operational change 
and improved business outcomes for both internal and external stakeholders.  He is currently Chairman of Delre 
National Food Group and an independent non-executive director of Cloud Paper Group.  Previously he was Group 
Chief Financial Officer of Noske Logistics Group and then Group Financial Controller of Bulla Dairy Foods.  Before 
relocating from the UK to Australia in 2010, Mr. Fry held senior financial positions in the UK, including as Finance 
Director of Servomex Group Ltd and Seal Analytical Ltd.  He holds an accountancy and finance qualification from 
the University of Sussex in the UK and is a Graduate Member of the Australian Institute of Company Directors.  
Mr. Fry is Chairman of the Audit, Risk, Nomination & Remuneration and Corporate Governance committees.  Mr. 
Fry has not served as a director of any other listed companies during the three years to June 2022. 

6 

 
 
 
 
 
 
Traffic Technologies Ltd 
Directors’ Report 

DIRECTORS SKILLS AND EXPERIENCE 

The following table shows the skills sets of each of the Board members: 

Mark Hardgrave 

Con Liosatos 

Tim Fry 

Corporate Governance 

Traffic Management & Infrastructure 

ASX Listed Companies 

Human Resources 

Legal 

Finance 

Commercial 

Manufacture/assembly 

Government Contracts 

Information Technology 

COMPANY SECRETARY 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

▪ 

Mr. Peter K Crafter (Age 65) LL.B (Hons.) MBA FCA CA MCT FAICD FGIA FCG 

Company  Secretary  and  Chief  Financial  Officer.    Appointed  Company  Secretary  March  2004;  appointed  Chief 
Financial Officer October 2007. 

Mr.  Crafter  is  a  Chartered  Accountant  in  both  Australia  and  the  UK  and  qualified  Corporate  Treasurer  with 
extensive experience in financial management including several years with KPMG and Touche Ross in the United 
Kingdom.    He  holds  an  honours  degree  in  Law  from  the  University  of  London  and  an  MBA  from  Heriot-Watt 
University, Scotland.  He was appointed Chief Financial Officer and Company Secretary of Traffic Technologies Ltd 
in March 2004 and retired as Chief Financial Officer in February 2006.  He was reappointed Chief Financial Officer 
of Traffic Technologies Ltd in October 2007. 

SHARE OPTIONS 

As at the date of this report, there were no unissued ordinary shares of the Company under option.     

DIVIDENDS 

The Directors do not recommend the payment of a dividend for the financial year ended 30 June 2022 (2021: Nil). 

OPERATING AND FINANCIAL REVIEW 

Traffic Technologies is Australia’s premier traffic solutions company.  Established in 2004 and listed on ASX in 2005, 
the Company’s head office is in Eltham, Victoria with offices in all states of Australia and one office in England.   

The Group specialises in “Smart City” control systems, LED road and street lights along with the design, manufacture 
and installation of traffic signals, traffic controllers, pedestrian countdown timers, electronic road signs, emergency 
telephones and road lighting products. The Group also supplies a wide range of directional and regulatory traffic 
signs and traffic control products to road traffic authorities, municipal councils and construction companies.  The 
Group’s ITS (‘Intelligent Transport Systems’) business focuses on the design, development, manufacture and supply 
of electronic road signage and software systems to customers across Australia. 

7 

 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd 
Directors’ Report 

REVIEW AND RESULTS OF OPERATIONS 

A review of the operations and activities of the Company during the financial year and the results of those operations 
are set out in the Chairman’s Letter and the Managing Directors’ Operating and Financial Review. 

MATERIAL BUSINESS RISKS 

The material business risks faced by the Group that could have a significant impact on the financial prospects of the 
Group and how the Group manages these risks include: 

• 

• 

• 

• 

• 

• 

• 

• 

• 

• 

• 

Supply  chain  disruption  and  freight  forwarding  delays  due  to  the  COVID-19  pandemic  and  associated 
lockdowns, including disruptions to the worldwide supply chain for electronic and hardware equipment - the 
Group is actively managing this with our suppliers through prepayments and other initiatives given our strong 
pipeline of new customer contracts. 

Changes or delays in Federal or State government expenditure on road infrastructure – the Group maintains 
regular contact with State road authorities to ensure that it can plan the resources required for major projects 
as far ahead as possible or allow for the deferral of major projects in times of economic slowdown. 

Adverse change in economic conditions affecting demand for the Group’s products or services  – the Group 
plans as far ahead as possible to adjust its cost base in times of economic uncertainty. 

Inflationary pressures affecting the cost of raw materials and componentry – the Group constantly monitors 
its cost base and implements cost savings and operating efficiencies where possible.   

COVID-19 – although there have been supply chain delays, the Group has been able to continue trading during 
the pandemic having implemented a variety of measures including enhanced hygiene, social distancing, COVID 
Safe plans and other measures to ensure that it can keep operating. 

Technological  obsolescence  –  the  Group  works  closely  with  road  traffic  authorities  and  incurs  significant 
research and development expenditure to ensure that its products are state-of-the-art and competitive. 

Foreign exchange risk - a decrease in the Australian dollar exchange rate can affect import prices: the Group 
purchases components from a number of overseas countries denominated in US dollars and other currencies.  
Conversely, an increase in the Australian dollar exchange rate can affect export opportunities as the Group 
sells its products to a number of countries around the world.  The Group has a foreign exchange exposure 
through its term loan which is denominated in US dollars and a forward exchange contract has been taken out 
to hedge its currency exposure. 

Availability of financing facilities – the Group is reliant on the continued availability of its financing facilities in 
order to conduct its operations.  The Group ensures compliance with its facility agreements and negotiates 
extensions to its financing facilities when required. 

Competition  –  the  Group  maintains  its  competitive  position  by  investing  in  research  and  development  to 
ensure its products are state-of the-art and by ensuring its products are priced competitively. 

Cyber security – the Group is addressing cyber security as part of its risk management strategy in the light of 
recent well-publicised breaches and increased risk in this area.  Measures have included enhanced security 
over the Group’s systems, stronger authentication controls and additional training for all computer users. 

Climate  change  –  the  Group  is  not  significantly  exposed  to  climate  change  issues  unless  a  carbon  tax  is 
reintroduced.  A significant number of the Group’s products use LED technology which is energy saving and 
reduces greenhouse gas emissions. 

SIGNIFICANT CHANGES IN STATE OF AFFAIRS 

The Company conducted a capital raising in late 2021, raising a total of $7.2m at 3 cents per share, through a rights 
issue and placements to sophisticated and institutional investors.  Following the capital raising, the Company repaid 
$6m of the ADM Capital facility, including interest.  The Company refinanced its working capital facilities in February 
2022. 

8 

 
 
Traffic Technologies Ltd 
Directors’ Report 

SIGNIFICANT EVENTS AFTER REPORTING DATE 

Subsequent to balance date there have been no significant events which have affected the operations of the Group. 

LIKELY DEVELOPMENTS AND EXPECTED RESULTS 

Likely developments in the operations of the entity and the expected results of those operations are set out in the 
Chairman’s Letter and the Managing Directors’ Operating and Financial Review. 

ENVIRONMENTAL REGULATION AND PERFORMANCE 

The  Group’s  operations  are  not  regulated  by  any  significant  environmental  regulations  under  a  law  of  the 
Commonwealth or of a State or Territory.  There have been no known significant breaches of the Group’s compliance 
with environmental regulations. 

INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND AUDITORS 

During  the  year,  the  Group  paid  premiums  of  $147,400  in  respect  of  a  Directors’  and  Officers’  insurance  policy 
insuring Directors and Officers in respect of claims which may be brought against them. The contract of insurance 
prohibits disclosure of the nature of the liability.  The Company has not otherwise, during or since the end of the 
financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the 
Company or any related body corporate against a liability incurred as such by an officer or auditor. 

PROCEEDINGS ON BEHALF OF THE COMPANY 

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings 
on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of 
taking responsibility on behalf of the Company for all or part of those proceedings. 

9 

 
 
 
Traffic Technologies Ltd 
Directors’ Report 

REMUNERATION REPORT (AUDITED) 

The Company’s remuneration policy is to ensure that the level of remuneration paid to key personnel is market 
competitive and will attract and retain the skills and expertise required.   

Non-executive Directors 

Total  remuneration  for  non-executive  directors  for  FY22  was  $183,066.    Non-executive  director  remuneration 
packages comprised only Directors’ fees plus statutory superannuation and were set within the limits set out in the 
Company’s constitution.  Currently this limit is set at $400,000 per annum and can only be changed at a general 
meeting. 

Executive Director 

Mr.  Con  Liosatos,  Managing  Director,  received  total  remuneration  of  $536,298  in  FY22,  including  statutory 
superannuation. 

Key Management Personnel 

Key Management Personnel (KMP) of the Company are defined as those persons having authority and responsibility 
for  planning,  directing  and  controlling  all  activities  of  the  Company,  directly  or  indirectly,  including  any  director 
(whether executive or otherwise) of the Company.   

Performance-based Remuneration 

Performance  based  components  of  an  executive’s  remuneration  seek  to  align  the  executive’s  reward  with  the 
achievement of the Company's long-term objectives and the creation of shareholder value over the short and long 
term. The relevant performance-based components are a short-term incentive based on the Company’s financial 
performance exceeding budget targets for the financial year and a long-term incentive based on the Company's 
share price performance exceeding the ASX 300 small ordinaries index for the relevant period. 

No performance-based remuneration was paid or payable to key management personnel for the year (2021: nil).   

A summary of the Company’s performance for the past five years is set out below:   

  Net profit/(loss) $’000) 

($488) 

$201 

($13,829) 

$1,263 

$6,072 

2022 

2021 

2020 

2019 

2018 

  EPS (cents) 

  Share price (cents) 

Employment Contracts 

(0.08) 

1.5 

0.04 

4.0 

(2.87) 

1.8 

0.26 

2.4 

1.88 

3.3 

The Managing Director, Mr. Liosatos, and the Company Secretary and Chief Financial Officer, Mr. Peter Crafter, are 
employed under rolling employment contracts.  Employment may be terminated by the giving, by either party, of 
twelve months’ notice, or by the payment or forfeiture of an equivalent amount of pay in lieu of notice from any 
monies owing.  The Company retains the right to terminate the contract at any time without notice in the case of 
serious misconduct. 

10 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd 
Directors’ Report 

Interest in Shares 

Directors’ interests in the shares of the Company were: 

Directors 

Mr. Mark Hardgrave 

Mr. Con Liosatos 

Mr. Tim Fry 

Executive 

Mr. Peter Crafter 

Total 

Balance at 
1 July 2021 

Acquired through 
On-Market Trades 

Rights 
Issue 

Balance at 
30 June 2022 

3,215,054 

    500,000 

2,250,538 

5,965,592 

33,726,923 

1,950,000 

8,105,714 

43,782,637 

- 

10,000 

- 

- 

- 

- 

- 

10,000 

36,951,977 

2,450,000 

10,356,252 

49,758,229 

Transactions with Directors or Director-related entities 

An entity associated with the Company's Managing Director, Mr. Con Liosatos has arranged a bank guarantee of 
$500,000 to provide security for purchases by the Group from an overseas supplier.  The Company has agreed to 
indemnify the entity in the event that the bank guarantee is called upon by the overseas supplier.  After the on-
charge of interest costs and bank charges at the same rate, no profit has been made by the related party.  

11 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd 
Directors’ Report 

REMUNERATION OF KEY MANAGEMENT PERSONNEL 

Short-term benefits 

Post-employment 
benefits 

Termination 
Benefits 

Salary & fees 
$ 

Non-monetary 
$ 

Cash 
Bonus 
$ 

Superannuation 
$ 

$ 

Long-term 
benefits 
Long service 
leave 
$ 

Share based 
payments 

Options 
$ 

Total 

$ 

% 
Performance 
related 

Year to 30 June 2021 

Non-executive Directors 
Mr. Mark Hardgrave 
Mr. Tim Fry (appointed 26 Nov 2020) 
Mr. Garry Lowrey (retired 25 Nov 2020) 
Executives 
Mr. Con Liosatos 
Mr. Peter Crafter 

Total 

Year to 30 June 2022 

Non-executive Directors 
Mr. Mark Hardgrave 
Mr. Tim Fry 
Executives 
Mr. Con Liosatos 
Mr. Peter Crafter 
Total 

END OF AUDITED REMUNERATION REPORT 

12 

87,847 
34,354 
45,281 

492,962 
247,921 
908,365 

108,674 
57,750 

492,827 
247,921 
907,172 

- 
- 
- 

16,759 
17,390 
34,149 

- 
- 

15,971 
19,714 

35,685 

- 
- 
- 

- 
- 
- 

- 
- 

- 
- 

- 

8,346 
3,263 
4,302 

25,000 
23,552 
64,463 

10,867 
5,775 

27,500 
24,792 

68,934 

- 
- 
- 

- 
- 
- 

- 
- 

- 
- 

- 

- 
- 
- 

9,237 
4,841 
14,078 

- 
- 

10,524 
5,349 

15,873 

- 

- 

96,193 
37,617 
49,583 

543,958 
- 
- 
293,704 
-  1,021,055 

- 

- 
- 

119,541 
63,525 

546,822 
297,776 

-  1,027,664 

- 
- 
- 

- 
- 
- 

- 

- 
- 
- 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd 
Directors’ Report 

DIRECTORS’ MEETINGS 

The number of meetings of Directors (including meetings of committees of Directors) held during the financial year 
and the number of meetings attended by each Director was as follows: 

Directors’ 
Meetings 

Audit 
Committee 

Risk Committee 

Nomination & 
Remuneration 
Committee 

Corporate 
Governance 
Committee 

Number 
eligible to 
attend 

Number 
attended 

Number 
eligible 
to attend 

Number 
attended 

Number 
eligible 
to attend 

Number 
attended 

Number 
eligible 
to attend 

Number 
attended 

Number 
eligible 
to attend 

Number 
attended 

Mr. Mark Hardgrave 

Mr. Con Liosatos 

Mr. Tim Fry 

12 

12 

12 

12 

12 

12 

2 

2 

2 

2 

2 

2 

4 

4 

4 

4 

4 

4 

2 

2 

2 

2 

2 

2 

1 

1 

1 

1 

1 

1 

ROUNDING 

The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (unless 
otherwise  stated)  under  the  option  available  to  the  Company  under  ASIC  Corporations  (Rounding 
in 
Financial/Directors’ Reports) Instrument 2016/191.  The Company is an entity to which the Instrument applies. 

AUDITOR’S INDEPENDENCE DECLARATION 

A  copy  of  the  auditor’s  independence  declaration  in  relation  to  the  audit  for  the  financial  year  is  provided 
immediately following this report. 
Signed in accordance with a resolution of the Directors. 

Mr. Mark Hardgrave 
Independent Non-Executive Chairman 
29 August 2022 
Melbourne 

13 

 
 
 
 
 
 
 
 
 
 
 
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001

T +61 3 8320 2222

Auditor’s Independence Declaration

To the Directors of Traffic Technologies Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit 
of Traffic Technologies Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and 
belief, there have been:

a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the 

audit; and

b no contraventions of any applicable code of professional conduct in relation to the audit.

Grant Thornton Audit Pty Ltd
Chartered Accountants

M J Climpson
Partner

Melbourne, 29 August 2022

www.grantthornton.com.au
ACN-130 913 594

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. 
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or 
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). 
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member 
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one 
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards 
Legislation.

14 

w 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd  
Corporate Governance Statement 

The Board and management of Traffic Technologies Ltd are committed to conducting the Group’s business in an 
ethical manner and in accordance with the highest standards of corporate governance.  The Company has adopted 
and  has  substantially  complied  with  the  ASX  Corporate  Governance  Principles  and  Recommendations  (Fourth 
Edition) (Recommendations) to the extent appropriate to the size and nature of the Group’s operations.   

The Company has prepared a statement which sets out the corporate governance practices that were in operation 
throughout the financial year for the Company, identifies any Recommendations that have not been followed and 
provides  reasons  for  not  following  such  Recommendations  (Corporate  Governance  Statement).    The  Corporate 
Governance Statement was approved by the Board on 29 August 2022.  

The  Company’s  Corporate  Governance  Statement 
(www.trafficltd.com.au). 

is  available  for  review  on  the  Company’s  website 

15 

 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Consolidated Statement of Profit or Loss and Other Comprehensive Income  
For the year ended 30 June 2022 

Note 

Consolidated  

Consolidated 

2022 
$’000 

53,750 

120 

2,987 

(33,840) 

(15,803) 

(1,300) 

(40) 

(1,811) 

(2,333) 

2021 
$’000 

52,330 

999 

2,059 

(32,151) 

(14,900) 

(1,094) 

(34) 

(2,675) 

(2,223) 

1,730 

2,311 

(2,214) 

(2,106) 

(484) 

(4) 

(488) 

- 

(488) 

Cents 

(0.08) 

(0.08) 

205 

(4) 

201 

- 

201 

Cents 

0.04 

0.04 

2 

2 

3 

3 

3 

3 

4 

5 

5 

Revenue 

Other income 

Changes in inventories of finished goods and work in progress 

Raw materials and consumables used 

Employee benefits expense 

Occupancy costs 

Advertising and marketing expense 

Other expenses 

Depreciation and amortisation expense 

Earnings before interest and tax (EBIT) 

Finance costs 

Net (loss)/profit for the year before income tax 

Income tax expense 

Net (loss)/profit for the year 

Other comprehensive income 

Total comprehensive (loss)/income for the year 

(Loss)/earnings per share 

- Basic (cents per share) 

- Diluted (cents per share) 

 The accompanying notes form part of these financial statements. 

16 

 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Traffic Technologies Ltd and Controlled Entities  
Consolidated Statement of Financial Position as at 30 June 2022 

 Note 

Consolidated 

Consolidated 

2022 
$’000 

2021 
$’000 

18 

6 

7 

8 

9 

10 

11 

12 

15 

12 

15 

16 

1,012 

11,774 

15,163 

27,949 

2,251 

1,144 

10,799 

14,194 

2,602 

9,927 

12,176 

24,705 

1,749 

1,144 

9,796 

12,689 

42,143 

37,394 

11,285 

12,157 

3,221 

26,663 

861 

233 

1,094 

10,724 

11,259 

3,158 

25,141 

3,709 

204 

3,913 

27,757 

29,054 

14,386 

8,340 

61,289 

(46,903) 

14,386 

54,755 
(46,415) 

8,340 

ASSETS 

Current Assets 

Cash and cash equivalents 

Trade and other receivables 

Inventories 

Total Current Assets 

Non-Current Assets 

Property, plant and equipment 

Goodwill 

Intangible assets 

Total Non-Current Assets 

TOTAL ASSETS 

LIABILITIES 

Current Liabilities 

Trade and other payables 

Interest bearing loans and borrowings 

Provisions 

Total Current Liabilities 

Non-Current Liabilities 

Interest bearing loans and borrowings 

Provisions 

Total Non-Current Liabilities 

TOTAL LIABILITIES 

NET ASSETS 

EQUITY 

Contributed equity 

Accumulated losses 

TOTAL EQUITY 

 The accompanying notes form part of these financial statements. 

17 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Consolidated Statement of Changes in Equity 
For the year ended 30 June 2022 

Consolidated 

At 1 July 2020 

Profit for the year 

Other comprehensive income 

Total comprehensive income for the year 

At 30 June 2021 

Loss for the year 

Other comprehensive income 

Total comprehensive income for the year 

Transactions with owners in their capacity as owners: 

Placement 

Rights issue 

Shortfall placement 

Share issue costs 

At 30 June 2022 

Contributed 
Equity 
$’000 

Accumulated 
Losses 
$’000 

Total 

$’000 

54,755 

(46,616) 

8,139 

- 

- 

- 

201 

- 

201 

54,755 

(46,415) 

201 

- 

201 

8,340 

(488) 

- 

(488) 

- 

(488) 

(488) 

- 

- 

- 

- 

2,170 

3,400 

1,629 

(665) 

- 

- 

- 

2,170 

3,400 

1,629 

(665) 

61,289 

(46,903) 

14,386 

 The accompanying notes form part of these financial statements.

18 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Traffic Technologies Ltd and Controlled Entities  
Consolidated Statement of Cash Flows 
For the year ended 30 June 2022 

Note 

Consolidated 

Consolidated 

Cash flows from operating activities 

Receipts from customers 

Payments to suppliers and employees 

Interest received 

Interest paid 

Income tax paid 

Acquisition costs 

Net cash from operating activities 

18 

Cash flows from investing activities 

Proceeds from sale of plant and equipment 

Purchase of property, plant and equipment 

Purchase of intangible assets  

Purchase of businesses 

Net cash from investing activities 

Cash flows from financing activities 

Proceeds from issues of equity securities 

Transaction costs relating to issues of equity securities 

Proceeds from borrowings 

Repayment of borrowings 

Repayment of finance leases 

Payment of borrowing costs 

Net cash from financing activities 

2022 

$'000 

56,746 

(55,624) 

- 

(1,686) 

(4) 

- 

(568) 

29 

(173) 

(2,193) 

(762) 

(3,099) 

7,198 

(665) 

7,857 

(11,039) 

(953) 

(321) 

2,077 

2021 

$'000 

55,596 

(53,344) 

12 

(1,389) 

(4) 

(9) 

862 

56 

(247) 

(1,824) 

(764) 

(2,779) 

- 

- 

1,726 

(44) 

(799) 

- 

883 

Net decrease in cash and cash equivalents 

Cash and cash equivalents at beginning of the financial 
year 

Cash and cash equivalents at end of the financial year 

18 

(1,590) 

(1,034) 

2,602 

1,012 

3,636 

2,602 

 The accompanying notes form part of these financial statements. 

19 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Traffic Technologies Ltd and Controlled Entities
Notes to the Consolidated Financial Statements
For the year ended 30 June 2022

Traffic Technologies Ltd (the Company) is a company limited by shares incorporated in Australia whose shares are 
publicly traded on the Australian Securities Exchange (ASX).  

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Preparation

This  financial  report  is  a  general-purpose financial  report  that  has  been  prepared  in  accordance  with  the 
requirements  of  the  Corporations  Act  2001,  Australian  Accounting  Standards  and  other  authoritative 
pronouncements of the Australian Accounting Standards Board (AASB) and AASB Interpretations. The consolidated 
financial  statements  of  Traffic  Technologies  Ltd  and  its  subsidiaries  also  comply  with  International  Financial 
Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The financial report has been 
prepared on an accruals basis and under the historical cost convention.

The financial report covers Traffic Technologies Ltd and its subsidiaries (the Group). Traffic Technologies Ltd is a for 
profit Australian listed public company limited by shares, incorporated and domiciled in Australia. The nature and 
operations and principal activities of the Group are described in the Directors’ Report. The following is a summary 
of material accounting policies adopted by the Group in the preparation and presentation of the financial report. 
The accounting policies have been consistently applied, unless otherwise stated. 

b) New Standards Adopted by the Group

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by 
the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.  Any new 
or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

c) Going concern

The financial statements have been prepared on a going concern basis, which assumes continuity of normal business 
activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.  Accordingly, 
the financial statements do not include any adjustments relating to the recoverability and classification of recorded 
assets or to the amounts and classification of liabilities that might be necessary should the consolidated entity not 
continue  as  a  going  concern,  except  for  the  classification  of  the  ADM  and  First  Samuel  loan  facilities as  current 
liabilities.

The ADM loan facility falls due on 30 September 2022 and the First Samuel loan facility falls due on 18 October 2022. 
Because this is less than 12 months after the balance date of 30 June 2022, there is material uncertainty that may 
cast significant doubt whether the Group can continue as a going concern if this loan is not refinanced by that date. 

In  assessing  the  appropriateness  of  the  going  concern  concept  the  following  factors  have  been  taken  into 
consideration by the Directors:

•
•

•

The consolidated entity was able to continue trading throughout COVID-19 lockdown periods.
The  consolidated  entity  is  expected  to  continue  to  generate  positive  earnings  before  interest,  tax, 
depreciation and amortisation (EBITDA) in the 2023 financial year.
The Directors are working on a strategy to refinance the remaining debt facilities with ADM Capital and 
First Samuel.

20

  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
   
 
 
 
 
 
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 

d)  Basis of consolidation 

The  consolidated  financial  statements  incorporate  all  of  the  assets,  liabilities  and  results  of  the  parent  (Traffic 
Technologies Ltd) and all of the subsidiaries. Subsidiaries are entities the parent controls. The parent controls an 
entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability 
to affect those returns through its power over the entity.  Subsidiaries are consolidated from the date on which 
control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. 
Intercompany transactions, balances and unrealised gains or losses on transactions between group entities are fully 
eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where 
necessary to ensure uniformity of the accounting policies adopted by the Group. 

Business  combinations  are  accounted  for  using  the  acquisition  method.  The  acquisition  method  of  accounting 
involves  recognising  at  acquisition  date,  separately  from  goodwill,  the  identifiable  assets  acquired,  the  liabilities 
assumed and any non-controlling interest in the acquiree. The identifiable assets acquired and the liabilities assumed 
are measured at their acquisition date fair values.   

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition 
date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability 
will be recognised in the statement of comprehensive income. If the contingent consideration is classified as equity, 
it  will  not  be  remeasured.    Transaction  costs  incurred  in  relation  to  business  combinations  are  recognised  as 
expenses in profit or loss when incurred.  The acquisition of a business may result in the recognition of goodwill or 
a gain from a bargain purchase. 

e)  Significant accounting judgements, estimates and assumptions 

The preparation of the financial statements requires management to make judgements, estimates and assumptions 
that affect the reported amounts in the financial statements. Management continually evaluates its judgements and 
estimates  in  relation  to  assets,  liabilities,  contingent  liabilities,  revenue  and  expenses.    Management  bases  its 
judgements  and  estimates  on  historical  experience  and  other  factors  it  believes  to  be  reasonable  under  the 
circumstances.    Management  has  identified  the  following  critical  accounting  policies  for  which  significant 
judgements, estimates and assumptions are made. Actual results may differ from these estimates under different 
assumptions and conditions and may materially affect financial results or the financial position reported in future 
periods. 

Impairment testing of non-financial assets  
The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group 
and to the particular asset that may lead to impairment. These include product and manufacturing performance, 
technology,  economic  and  political  environments  and  future  product  and  service  delivery  expectations.  If  an 
impairment trigger exists the recoverable amount of the asset is determined. Goodwill and intangible assets that 
are not yet available for use are tested annually, or more frequently if events or changes in circumstances indicate 
impairment. Impairment testing involves value in use calculations, which incorporate a number of key estimates and 
assumptions. 

Capitalised development costs 
Development costs are only capitalised by the Group when the Group can demonstrate the technical feasibility of 
completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to 
use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete 
the development and the ability to measure reliably the expenditure attributable to the intangible asset during its 
development.  

21 

 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 

Taxation 
The  Group's  accounting  policy  for  taxation  requires  management's  judgement  as  to  the  types  of  arrangements 
considered to be a tax on income in contrast to an operating cost. Judgement is also required in assessing whether 
deferred tax assets and certain deferred tax liabilities are recognised in the statement of financial position. Deferred 
tax assets, capital losses and temporary differences, are recognised only where it is considered more likely than not 
that they will be recovered, which is dependent on the generation of sufficient future taxable profits. Assumptions 
about the generation of future taxable profits depend on management's estimates of future cash flows. Judgements 
are also required about the application of income tax legislation.  

Allowance for impairment loss on receivables 
Where receivables are outstanding beyond the normal trading terms, the likelihood of recovery of these receivables 
is assessed by management.  Debts that are considered to be uncollectible are written off when identified. 

Estimation of useful lives of assets 
The estimation of useful lives of assets has been based on historical experience (for plant and equipment), lease 
terms  (for  leased  equipment)  and  turnover  policies  (for  motor  vehicles).  In  addition,  the  condition  of  assets  is 
assessed at least once a year and considered against the remaining useful life. Adjustments to useful life are made 
when  considered  necessary.  Any  change  in  the  useful  life  or  residual  lives  is  treated  as  a  change  in  accounting 
estimate and recognised in the statement of comprehensive income. 

Maintenance warranties 
In determining the level of the provision required for warranties, the Group has made judgements in respect of the 
expected performance of the products and any liability resulting from installation works. Historical experience and 
current knowledge of the performance of products has been used in determining this provision.   

f)  Revenue 

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the 
customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for 
those goods or services.  

Sale of goods 
Revenue from sale of goods is recognised when control of the goods is transferred to the customer at an amount 
that reflects the consideration to which the Group expected to be entitled in exchange for those goods.   

Rendering of services 
Revenue  is  recognised  in  the  accounting  period  in  which  the  services  are  rendered.    For  fixed-price  contracts, 
revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the 
total services to be provided (performance obligations satisfied over time). When the contract outcome cannot be 
estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable. 

Interest income 
Interest income is recognised as interest accrues using the effective interest method. This is a method of calculating 
the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective 
interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the 
financial asset to the net carrying amount of the financial asset. 

Finance and other income 
Finance and other income are recognised when the right to receive the income is established. 

22 

 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 

g)  Finance costs 

Finance costs are recognised according to the effective interest rate method which is the rate that discounts 
estimated future cash payments through the estimated life of the financial liability to the amortised cost of the 
financial liability. 

h) 

Income tax 

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. Current income tax expense charged to profit or loss is the tax 
payable on taxable income.  Current and deferred income tax expense/(income) is charged or credited outside profit 
or loss when the tax relates to items that are recognised outside profit or loss. 

Deferred income tax assets are recognised for all deductible temporary differences, to the extent that is probable 
that taxable profit will be available against which the deductible temporary differences and the carry forward of 
unused tax credits 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.   

Deferred 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. 

i)  Cash and cash equivalents 

Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term 
deposits with an original maturity of three months or less.  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. 

j) 

Trade and other receivables 

The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss 
allowance at the amount equal to the expected lifetime credit losses.  In using this practical expedient, the Group 
uses its historical experience, external indicators and forward-looking information to calculate expected credit losses 
using a provision matrix.  The Group assesses impairment of trade receivables on a collective basis as they possess 
credit risk characteristics based on the  number of days past due.  An estimate for doubtful debts is made when 
collection of the full amount is no longer probable.  Bad debts are written off when identified. 

k) 

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 are accounted for as follows: 

• 

• 

Raw materials – purchase cost on a first-in, first-out basis. 

Finished goods and work-in-progress – cost of direct materials and labour and a proportion of variable and fixed 
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. 

23 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 

l)  Property, plant and equipment 

Property, plant and equipment is stated at historical cost less accumulated depreciation.  
Depreciation is calculated on a straight-line basis over the estimated useful life of the specific assets as follows: 
    2021 
- 

    2022 
Lease term 

Right-of-use assets 

Plant and equipment 

1 to 15 years 

1 to 15 years 

m)  Goodwill 

Goodwill  represents  the  excess  of  the  cost  of  an  acquisition  over  the  fair  value  of  the  Group’s  share  of  the  net 
identifiable assets of the acquired subsidiary at the date of acquisition. 

Following  initial  recognition,  goodwill  is  measured  at  cost  less  any  accumulated  impairment  losses.  The  Group 
assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the 
particular asset that may lead to impairment. These include product and manufacturing performance, technology, 
economic and political environments and future product and service delivery expectations. If an impairment exists 
the recoverable amount of the asset is determined.  Impairment testing involves value in use calculations, which 
incorporate a number of key estimates and assumptions. 

n) 

Impairment of goodwill 

An  impairment  loss  is  recognised  for  the  amount  by  which  the  asset's  carrying  amount  exceeds  its  recoverable 
amount.  Recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes 
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash 
inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). 

o) 

Intangible assets 

Intangible assets are carried at cost less accumulated amortisation and any accumulated impairment losses.   

Development costs 
Research costs are expensed as incurred. An intangible asset arising from development expenditure on an internal 
project is recognised only when the Group can demonstrate the technical feasibility of completing the intangible 
asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how 
the asset will generate future economic benefits, the availability of resources to complete the development and the 
ability to measure reliably the expenditure attributable to the intangible asset during its development. Following the 
initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at 
cost  less  any  accumulated  amortisation  and  accumulated  impairment  losses.    Any  expenditure  so  capitalised  is 
amortised over the period of expected benefit from the related project which is generally 5 years (2021: 5 years).  
The  amortisation  is  recognised  in  the  statement  of  comprehensive  income  in  the  line  item  ‘depreciation  and 
amortisation expense’. 

Software costs 
Software  costs  are  carried  at  cost  less  any  accumulated  amortisation  and  any  accumulated  impairment  losses.  
Purchased software development is assessed to have a finite life and is amortised over a period of 1-4 years (2021: 
1-4 years). 

24 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 

Patents and trademarks 
Patents and trademarks are initially measured at cost. Following initial recognition, intangible assets are carried at 
cost  less  any  accumulated  amortisation  and  any  accumulated  impairment  losses.    Patents  and  trademarks  are 
assessed to have a finite life and are amortised over a period of 5 years (2021: 5 years). 

p) 

Impairment testing of intangible assets 

Intangible  assets  that  are  not  yet  available  for  use  are  not  subject  to  amortisation  but  are  tested  annually  for 
impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other 
assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount 
may not be recoverable.  An impairment loss is recognised for the amount by which the asset's carrying amount 
exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs to sell and value 
in  use.  For  the  purposes  of  assessing  impairment,  assets  are  grouped  at  the  lowest  levels  for  which  there  are 
separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of 
assets (cash-generating units).  Assets have been allocated to the signals and controllers cash-generating units. 

q)  Trade and other payables 

Trade and other payables are carried at amortised cost due to their short-term nature and are not discounted. They 
represent liabilities  for  goods  and  services provided  to  the Group  prior to  the end  of the  financial year that are 
unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these 
goods and services. The amounts are unsecured and are usually paid within 60 days of recognition. Trade payables 
are non-interest bearing and are normally settled on 30–60-day terms. 

r) 

Interest-bearing loans and borrowings 

Interest-bearing loans and borrowings are initially recognised at the fair value of the consideration received less 
directly  attributable  transaction  costs.    After  initial  recognition,  interest-bearing  loans  and  borrowings  are 
subsequently measured at amortised cost using the effective interest rate method.  Fees paid on the establishment 
of loan facilities that are yield related are included as part of the carrying amount of the interest-bearing loans and 
borrowings.    Interest-bearing  loans  and  borrowings  are  classified  as  current  liabilities  unless  the  Group  has  an 
unconditional right to defer settlement of the liability for at least 12 months after balance date. 

s)  Leases 

For any new contracts entered into, the Group considers whether a contract is, or contains a lease.  A lease is defined 
as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time 
in exchange for consideration’.  To apply this definition the Group assesses whether the contract meets three key 
evaluations which are whether: 

The  contract  contains  an  identified  asset,  which  is  either  explicitly  identified  in  the  contract  or  implicitly 
specified by being identified at the time the asset is made available to the Group. 

The Group has the right to obtain substantially all of the economic benefits from use of the identified asset 
throughout the period of use, considering its rights within the defined scope of the contract. 

The Group has the right to direct the use of the identified asset throughout the period of use.  The Group 
assesses whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period 
of use. 

• 

• 

• 

25 

 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet.  
The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any 
initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of 
the  lease  and  any  lease  payments  made  in  advance  of  the  lease  commencement  date  (net  of  any  incentives 
received). 

The Group depreciates right-of-use assets on a straight-line basis from the lease commencement date to the earlier 
of the end of the useful life of the right-of-use asset or the end of the lease term.  The Group also assesses the right-
of-use asset for impairment when such indicators exist. 

At  the  commencement  date,  the  Group  measures  the  lease  liability  at  the  present  value  of  the  lease  payments 
unpaid at that date, discounted using the interest rate implicit in the lease, if that rate is readily available, or the 
Group’s incremental borrowing rate.   

Lease  payments  included  in  the  measurement  of  the  lease  liability  are  made  up  of  fixed  payments  (including  in 
substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual 
value guarantee and payments arising from options reasonably certain to be exercised. 

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest.  It is 
remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. 

The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients.  
Instead of recognising a right-of-use asset and lease liability, payments in relation to these are recognised as an 
expense in profit or loss on a straight-line basis over the lease term. 

t)  Derivative financial instruments 

Derivatives are only used for economic hedging purposes and not speculative instruments.  Derivatives are classified 
as held for trading and accounted for at fair value through profit or loss unless they are designated as hedges. They 
are presented as current assets or liabilities if they are expected to be settled within 12 months after the end of the 
reporting  year.    Because  the  derivatives  used  by  the  Group  are  not  traded  in  an  active  market,  fair  value  is 
determined using valuation techniques which maximise the use of observable market data and do not rely on entity-
specific estimates. The fair value of foreign currency forward contracts is determined using forward exchange rates 
at balance sheet date.  The fair value of derivatives is estimated at the amount that the Group would receive or pay 
to terminate the contract at the end of the reporting period taking into account current market conditions (volatility 
and appropriate yield curve) and the current creditworthiness of the counterparties. 

26 

 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 

u)  Provisions 

Employee benefits 
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are 
benefits that are expected to be settled wholly before 12 months after the end of the annual reporting period in 
which the employees render the related service.  Provision is made for employees’ long service leave entitlements 
not  expected  to  be  settled  wholly  within  12  months  after  the  end  of  the  annual  reporting  period  in  which  the 
employees render the related service; such long-term employee benefits are presented as non-current provisions 
in  its  statement  of  financial  position,  except  where  the  Group  does  not  have  an  unconditional  right  to  defer 
settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented 
as current provisions. 

Warranty provision 
A provision has been recognised for expected warranty claims on products supplied by the Group, based on current 
sales levels, current information available about past returns and repairs and the warranty period for products sold.  
Based on past experience, the Group does not expect the full balance of the current provision to be settled within 
12 months. However, as the Group does not have an unconditional right of deferral, the balance is presented as 
current. 

27 

 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

2.    REVENUE 

Revenue 
Sale of goods – recognised at point in time 
Sale of services – recognised over period of time  
Other revenue 
Revenue from contracts with customers 

Other income 
Net profit/(loss) on disposal of fixed assets 
Net exchange gain on foreign currency borrowings 
Cash boost (COVID-19 Federal Government incentive) 
Other income 
Total other income 

3.    EXPENSES 

Employee related expenses 
Wages and salaries 
Superannuation (defined contribution) 
Other employee benefits expense 

Other expenses 
Administrative costs 
Public company costs 
Impairment loss on financial assets 
Loss on derivatives held for trading 

Depreciation and amortisation expenses 
Depreciation 
Amortisation 
Total depreciation and amortisation expenses 

Finance costs 
Interest on loans  
Lease interest 
Borrowing costs 
Total finance costs 

28 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

48,927 
4,685 
138 
53,750 

21 
- 
- 
99 
120 

47,424 
4,846 
60 
52,330 

(7) 
420 
500 
86 
999 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

11,874 
1,186 
2,743 
15,803 

1,496 
315 
- 
- 
1,811 

1,142 
1,191 
2,333 

1,758 
135 
321 
2,214 

11,174 
1,078 
2,648 
14,900 

1,693 
350 
164 
468 
2,675 

1,011 
1,212 
2,223 

1,908 
166 
32 
2,106 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

4.   

INCOME TAX 

Income Tax Expense 
The major components of income tax expense are: 
Statement of Comprehensive Income 

Current income tax 
Current income tax charge 
Deferred income tax 
Relating to origination and reversal of temporary differences 
Income tax expense reported in the statement of comprehensive income 

Reconciliation of aggregate tax expense and tax expense 
calculated per the statutory tax rate 

Accounting profit/(loss) before income tax 
Income tax expense/(benefit) at the Group’s statutory income tax rate of 
30% (2021: 30%) 
Non-deductible expenditure 
Non-assessable income 
Non-refundable foreign tax 
Prior year under/over provision 
Net benefit of R&D tax incentive 
Set-off of deferred tax liability 
Recognition of previously unrecognised tax losses 
Aggregate income tax expense 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

4 

- 
4 

(484) 

(145) 

23 
- 
4 
(61) 
486 
(188) 
(115) 
4 

4 

- 
4 

205 

61 

24 
(150) 
4 
(45) 
296 
(186) 
- 
4 

Deferred Tax Balances 

Statement of Financial Position 

Statement of Profit or Loss 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

Consolidated 
2022 
$’000 

(2,614) 
15 
(93) 
76 
1,022 
14 
18 
(4) 
32 
- 
40 
118 
(1,376) 
1,376 
- 

(2,430) 
27 
(103) 
95 
1,080 
14 
17 
- 
32 
- 
40 
41 
(1,187) 
1,187 
- 

(184) 
(12) 
10 
(19) 
(58) 
- 
1 
(4) 
- 
- 
- 
77 
(189) 
189 
- 

Consolidated 

2021 
$’000 

(113) 
(5) 
60 
35 
153 
- 
12 
- 
(177) 
3 
(169) 
15 
(186) 
186 
- 

Temporary differences 
Intangible assets 
Right of use assets 
Plant and equipment 
Inventory 
Employee provisions 
Warranty provisions 
Credit notes 
Prepayments 
Doubtful debts 
Foreign exchange 
Other capital expenditure 
Other accruals and provisions 
Deferred tax liability 
Set-off of deferred tax assets and liabilities 
Net deferred tax assets and liabilities 

29 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

4.     INCOME TAX (continued) 

The following tax losses have not been recognised as a deferred tax asset:  
Tax losses – revenue 
Tax losses – capital 
Potential tax benefit at 30.0% 
Carried forward tax offsets 
Unrecognised deferred tax assets  

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

- 
- 
- 
1,280 
1,280 

1,202 
- 
361 
890 
1,251 

Tax Consolidation 
Traffic Technologies Ltd and its 100% owned Australian resident subsidiaries formed a tax consolidated group with 
effect from 1 July 2005 and are therefore taxed as a single entity from that date. The head entity within the tax 
consolidated group is Traffic Technologies Ltd. Each wholly owned subsidiary of Traffic Technologies Ltd is a member 
of the tax consolidated group, as identified at note 20. 

Tax Funding Arrangements and Tax Sharing Agreements 

The Group has entered into a tax funding agreement that sets out its funding obligations of the tax consolidated 
group in respect of tax amounts. Contributions to fund the current tax liabilities are payable in accordance with the 
tax funding agreement and reflect the timing of the head entity’s obligation to make payments for the tax liabilities 
to the relevant taxation authority. 

5.    EARNINGS PER SHARE 

Basic earnings per share is calculated as net profit/(loss) attributable to members of the parent entity divided by the 
weighted average number of ordinary shares.  Diluted earnings per share is calculated as net profit/loss attributable 
to members of the parent entity divided by the weighted average number of ordinary shares and dilutive potential 
ordinary shares.  The following reflects the income and share data used in the basic and diluted earnings per share 
computations: 

Earnings used in calculating earnings per share 

For basic and diluted earnings per share: 

Consolidated 

Consolidated 

2022 
$’000 

2021 
$’000 

Net (loss)/profit attributable to ordinary equity holders of the parent 

(488) 

201 

Weighted average number of shares 

Weighted average number of ordinary shares used in calculating basic 
earnings per share 
Weighted average number of ordinary shares adjusted for the effect of 

dilution 

Consolidated 
2022 
Thousands 

Consolidated 
2021 
Thousands 

620,218 

620,218 

482,225 

482,225 

There are no instruments excluded from the calculation of diluted earnings per share that could potentially dilute 
earnings per share in the future because they are anti-dilutive for 2022 (2021: nil).  

30 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

9,418 
(106) 
9,312 
1,447 
697 
318 
11,774 

5,857 
2,469 
1,092 
9,418 

104 
2 
- 
106 

7,165 
(104) 
7,061 
1,899 
577 
390 
9,927 

5,471 
1,529 
165 
7,165 

397 
 164 
(457) 
104 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

6,501 
284 
2,234 
6,144 
15,163 

4,934 
172 
1,894 
5,176 
12,176 

Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

6. 

TRADE AND OTHER RECEIVABLES 

Trade receivables 
Allowance for impairment loss 

Prepaid stock 
Other prepayments 
Other receivables  

Ageing of trade receivables: 
Due within 30 days 
Overdue up to 30 days 
Overdue more than 30 days  

Movement in provision for impairment loss: 
Balance at the beginning of the year 
Charge for the year 
Amounts written off as uncollectible 
Balance at the end of the year 

7.  

INVENTORIES 

Raw materials  
Work in progress  
Sub-assemblies 
Finished goods  

31 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

8.     PROPERTY, PLANT AND EQUIPMENT 

Consolidated 

Right-of-Use 
Assets 
Equipment 

$’000 

Right-of-Use 
Assets 
Property 
$’000 

Plant & 
Equipment 
$’000 

Movement in carrying amounts  
At 1 July 2020 net book value 
Acquisition of businesses 
Additions 
Disposals 
Depreciation expense 
At 30 June 2021 net book value 
Additions 
Disposals 
Depreciation expense 
At 30 June 2022 net book value 

Carrying amounts 
At 30 June 2021 
Cost 
Accumulated depreciation 
Carrying amounts at 30 June 2021 

At 30 June 2022 
Cost 
Accumulated depreciation 
Carrying amounts at 30 June 2022 

351 
50 
68 
(59) 
(95) 
315 
435 
(7) 
(115) 
628 

640 
(325) 
315 

1,068 
(440) 
628 

1,118 
- 
62 
- 
(689) 
491 
1,044 
- 
(792) 
743 

2,037 
(1,546) 
491 

2,492 
(1,749) 
743 

850 
166 
158 
(4) 
(227) 
943 
173 
(1) 
(235) 
880 

8,439 
(7,496) 
943 

8,456 
(7,576) 
880 

Total 
$’000 

2,319 
216 
288 
(63) 
(1,011) 
1,749 
1,652 
(8) 
(1,142) 
2,251 

11,116 
(9,367) 
1,749 

12,016 
(9,765) 
2,251 

The Group’s property, plant and equipment is pledged as security against the Group’s borrowings - see note 12. 
Leased assets are pledged as security for the related lease liabilities – see note 13. 

32 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

9.      GOODWILL 

Carrying amounts of goodwill allocated 
to each cash-generating unit  

Signals 
Carrying amount brought forward 
Acquisition 
Carrying amount carried forward 

Installation and maintenance 
Carrying amount brought forward 
Acquisition 
Carrying amount carried forward 
Total carrying amount 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

18 
- 
18 

1,126 
- 
1,126 
1,144 

- 
18 
18 

- 
1,126 
1,126 
1,144 

Goodwill  represents  the  excess  of  the  cost  of  an  acquisition  over  the  fair  value  of  the  Group’s  share  of  the  net 
identifiable assets  of  the acquired subsidiary at  the date of acquisition.   Following  initial  recognition,  goodwill  is 
measured at cost less any accumulated impairment losses. The Group conducts an annual internal review of asset 
values, which is used as a source of information to assess for any indicators of impairment. External factors, such as 
changes  in  expected  future  processes,  technology  and  economic  conditions,  are  also  monitored  to  assess  for 
indicators of impairment. If any indication of impairment exists, an estimate of the asset's recoverable amount is 
calculated. 

33 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

10.    INTANGIBLE ASSETS 

Consolidated 

Movement in carrying amounts  
At 1 July 2020 net book value 
Acquisition of businesses 
Additions 
Amortisation 
At 30 June 2021 net book value 
Additions 
Amortisation 
At 30 June 2022 net book value 

Carrying amounts 
At 30 June 2021 
Cost 
Accumulated amortisation 
Carrying amounts at 30 June 2021 

At 30 June 2022 
Cost 
Accumulated amortisation 
Carrying amounts at 30 June 2022 

Development 
Costs 

$’000 

Software Costs 
$’000 

Patents & 
Trademarks 
$’000 

9,109 
- 
1,630 
(1,019) 
9,720 
2,015 
(994) 
10,741 

18,946 
(9,226) 
9,720 

20,961 
(10,220) 
10,741 

22 
7 
176 
(165) 
40 
156 
(175) 
21 

2,152 
(2,112) 
40 

2,308 
(2,287) 
21 

46 
- 
18 
(28) 
36 
23 
(22) 
37 

549 
(513) 
36 

573 
(536) 
37 

Total 
$’000 

9,177 
7 
1,824 
(1,212) 
9,796 
2,194 
(1,191) 
10,799 

21,647 
(11,851) 
9,796 

23,842 
(13,043) 
10,799 

34 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

10. 

INTANGIBLE ASSETS (continued) 

Goodwill  and  intangible  assets  that  are  not  yet  available  for  use  are  not  subject  to  amortisation  but  are  tested 
annually  for  impairment  or  more  frequently  if  events  or  changes  in  circumstances  indicate  that  they  might  be 
impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the 
carrying amount may not be recoverable.  An impairment loss is recognised for the amount by which the asset's 
carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs 
to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which 
there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or 
groups of assets (cash-generating units).   

The recoverable amount of each cash-generating unit has been determined based on a value in use calculation using 
cash flow projections based on financial budget forecasts prepared by management covering a one-year period, 
with the following key assumptions: 

Growth rate beyond budget period (years 2-5) 

Growth rate beyond 5 years 

Pre-tax discount rate (WACC) 

2022 

5% 

3% 

13.3% 

2021 

5% 

3% 

14.1% 

The key assumptions used in the value in impairment calculations represent management’s best estimates at 30 
June  2022.    There  are  no  reasonably  possible  changes  in  any  of  the  key  assumptions  that  would  result  in  an 
impairment write-down in each cash-generating unit. 

The Group performed impairment testing at 30 June  2022 and 30 June  2021.  Management has considered the 
sensitivity of value in use calculations to changes in assumptions.  There was no impairment of intangible assets at 
those dates.  

11.    TRADE AND OTHER PAYABLES 

Trade creditors 
Sundry creditors and accruals 

Consolidated  Consolidated 
2021 
$’000 

2022 
$’000 

6,927 
4,358 
11,285 

5,539 
5,185 
10,724 

35 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

12.    INTEREST BEARING LOANS AND BORROWINGS 

Current borrowings 
Term facility (ADM Capital) 
Note facility (First Samuel) 
Debtor & trade finance facility (Timelio) 
Debtor & trade finance facility (Octet Finance) 
Equipment lease liabilities  
Property lease liabilities 

Non-current borrowings 
Note facility (First Samuel) 
Equipment lease liabilities 
Property lease liabilities 

Financing facilities available  

Total facilities at reporting date 
Term debt facility (ADM Capital) 
Debtor & trade finance facility (Timelio) 
Debtor & trade finance facility (Octet) 
Note facility (First Samuel) 
Bank guarantee facility (Westpac) 

Facilities used at reporting date 
Term debt facility (ADM Capital) 
Debtor & trade finance facility (Timelio) 
Debtor & trade finance facility (Octet) 
Note facility (First Samuel) 
Bank guarantee facility (Westpac) 

Facilities unused at reporting date 
Term debt facility (ADM Capital) 
Debtor & trade finance facility (Timelio) 
Debtor & trade finance facility (Octet) 
Note facility (First Samuel) 
Bank guarantee facility (Westpac) 

36 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

1,274 
3,500 
6,907 
- 
113 
363 
12,157 

- 
431 
430 
861 

1,274 
9,000 
    - 
3,500 
265 
14,039 

1,274 
6,907 
- 
3,500 
181 
11,862 

- 
2,093 
- 
- 
84 

2,177 

6,274 
- 
- 
4,382 
107 
496 
11,259 

3,500 
124 
85 
3,709 

6,274 
- 
    5,500 
3,500 
265 
15,539 

6,274 
- 
4,382 
3,500 
153 
   14,309 

- 
- 
1,118 
- 
112 

1,230 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

12. 

INTEREST BEARING LOANS AND BORROWINGS (continued) 

Terms and conditions relating to the above financial instruments 

Lender 

ADM Capital 

Facility Amount (AUD) 

$1.3m 

Timelio 

$9.0m 

First Samuel 

$3.5m 

Facility Type 

Interest 

Expiry 

Security  

Term loan 

19% 

Debtor & trade finance 

Note deed 

8.9% + fees 

11% 

30 September 2022  

No fixed term expiry 

18 October 2022 

First ranking charge 
Second ranking charge over 
trade receivables 

Second ranking charge 
First ranking charge over 
trade receivables 

Third ranking charge 

Currency of loan 

USD 

Hedging 

FX Derivative  
(see note 14) 

AUD 

- 

AUD 

- 

37 

 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

13.  LEASE LIABILITIES 

Current 
Equipment leases 
Property leases 

Non-current 
Equipment leases 
Property leases 

Total 

Lease liability commitments payable 
Less than one year 
Later than one year but less than five years 

Less future finance charges 
Total lease liabilities 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

113 
363 
476 

431 
430 
861 

1,337 

589 
947 
1,536 
(199) 
1,337 

107 
496 
603 

124 
85 
209 

812 

658 
224 
882 
(70) 
812 

Lease payments not recognised as a liability 
The Group has elected not to recognise a lease liability for short-term leases (leases with an expected term of 12 
months or less) or for leases of low value assets.  Payments made under such leases are expensed on a straight-line 
basis.  The expense relating to payments not included in the measurement of the lease liability is as follows: 

Short-term property lease expense 

14.   DERIVATIVE FINANCIAL INSTRUMENT 

Derivative financial liability for foreign currency forward contracts 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

767 

631 

2022 

$’000 

- 

2021 

$’000 

- 

The derivative financial instrument is used to hedge the foreign currency exposure on the loan from ADM Capital 
(refer note 12).  There was no liability at 30 June 2022 (2021: nil) because the derivative financial instrument was 
extinguished on balance date. 

38 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

15.  PROVISIONS 

Current 
Employee benefits 
Warranty provision 

Non-current 
Employee benefits 

16.   CONTRIBUTED EQUITY 

Ordinary shares 
At 30 June 2021 
Placement  
Rights issue 
Shortfall placement 
Share issue costs 

At 30 June 2022 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

3,174 
47 

3,221 

3,111 
47 
3,158 

233 

204 

No. of 
Shares ‘000 

482,225 
72,333 
113,320 
54,292 
- 

$’000 

54,755 
2,170 
3,400 
1,629 
(665) 

722,170 

61,289 

Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Company, 
to participate in the proceeds from the sale of all surplus assets in proportion to the number and amounts paid up 
on shares held.  Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the 
Company. 

a)  Placement 

On 3 November 2021 the Company completed a placement to sophisticated and institutional investors of ordinary 
shares at an issue price of $0.03 per share, with such shares issued on and ranking for dividends after 10 November 
2021. 

b)  Rights issue 

On 3 December 2021 the Company completed a rights issue at an issue price of $0.03 per share on the basis of seven 
shares for every ten fully paid ordinary shares held, with such shares issued on and ranking for dividends after 10 
December 2021. 

c) 

Shortfall placement 

On 10 December 2021 the Company completed a placement to sophisticated and institutional investors of ordinary 
shares  following  the  rights  issue  at  an  issue  price  of  $0.03  per  share,  with  such  shares  issued  on  and  ranking  for 
dividends after 15 December 2021. 

39 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

17.     FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES 

Financial risk management objectives and policies 
The  Group’s  principal  financial  instruments  comprise  term  loan  facilities,  debtor  and  trade  finance  facilities, 
equipment and property leases, hire purchase contracts, forward contracts to purchase foreign currency and cash 
and short-term deposits.  The totals for each category of financial instruments are as follows: 

Financial assets 
Cash and cash equivalents 
Trade and other receivables 
Total financial assets 

Financial liabilities 
Trade and other payables 
Financial liabilities at amortised cost 
Total financial liabilities 

Fair values 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

1,012 
11,854 
12,866 

2,602 
9,927 
12,529 

(11,365) 
(13,018) 
(24,383) 

(10,724) 
(14,968) 
(25,692) 

The carrying amount of financial assets and liabilities recorded in the financial statements represents their respective 
fair values, determined in accordance with the accounting policies disclosed in note 1 to the financial statements. 

The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with 
the Group's financial risk management policy.  The objective of the policy is to support the delivery of the Group's 
financial targets whilst protecting future financial security.  The Group has various financial assets and liabilities such 
as trade receivables and trade payables, which arise directly from its operations.  It is the Group’s policy that no 
trading in financial instruments shall be undertaken.  The carrying amount of financial assets and financial liabilities 
recorded in the financial statements represents their respective fair values.  The main risks arising from the Group’s 
financial instruments are interest rate risk, credit risk, liquidity risk and foreign currency risk. 

Interest rate risk 
The  Group's  exposure  to  market  interest  rates  relates  primarily  to  the  Group's  long-term  debt  obligations.    At 
balance date the Group had the following financial assets and liabilities exposed to market interest rate risk: 

Financial assets 
Cash and cash equivalents 
Total financial assets 

Financial liabilities 
Loan facilities 
Debtor and trade finance 
Equipment lease liabilities 
Property lease liabilities 
Total financial liabilities 

40 

Consolidated 
2022 
$’000 

Consolidated 
2021 
$’000 

1,012 
1,012 

2,602 
2,602 

(4,774) 
(6,907) 
(544) 
(793) 
(13,018) 

(9,774) 
(4,382) 
(231) 
(581) 
(14,968) 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

17.    FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) 

The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s long-term debt 
and debtor and trade finance obligations. At 30 June 2022 47% of the Group's borrowings were at a fixed rate of 
interest (2021: 71%).  Details of the Group’s debt are disclosed in note 12.   

The Group  constantly analyses  its  interest rate exposure.  Within  this analysis  consideration  is  given  to  potential 
renewals of existing positions, alternative financing, alternative hedging positions and the mix of fixed and variable 
interest rates.   

Credit risk 
The Group trades only with recognised, creditworthy third parties and, as such, collateral is not requested nor is it 
the Group's policy to securitise its trade and other receivables.  It is the Group's policy that all customers who wish 
to trade on credit terms are subject to credit verification procedures including an assessment of their independent 
credit rating, financial position, past experience and industry reputation.  

Risk limits are set for each individual customer in accordance with parameters set by the Board. These risk limits are 
regularly monitored.   

Receivables balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is 
not significant.  For transactions that are not denominated in the functional currency of the relevant operating unit, 
the Group does not offer credit terms without the specific approval of senior management.   

There are no significant concentrations of credit risk within the Group. 

Liquidity risk  
The  Group’s  objective  is  to  maintain  a  balance  between  continuity  of  funding  and  flexibility  through  the  use  of 
current working capital, term loans, debtor and trade finance and lease liabilities. 

Maturity analysis of financial liabilities 

Year ended 30 June 2022 

Payables  

Interest bearing loans & borrowings 

Finance lease liabilities 

Bank guarantees 

Total financial liabilities 

Year ended 30 June 2021 

Payables  

Interest bearing loans & borrowings 

Finance lease liabilities 

Bank guarantees 

Total financial liabilities 

41 

≤  6 
months 
$’000 

6-12 
months 
$’000 

11,285 

12,220 

589 

- 

24,094 

10,724 

11,377 

329 

- 

22,430 

- 

363 

474 

- 

837 

- 

423 

329 

- 

752 

1 – 5 
years 
$’000 

- 

385 

474 

181 

1,040 

- 

3,705 

224 

153 

4,082 

> 5 
years 
$’000 

Total 

$’000 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

11,285 

12,968 

1,537 

181 

25,971 

10,724 

15,505 

882 

153 

27,264 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

17.    FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) 

Foreign exchange risk 
Exposure to foreign exchange risk arises where the Group purchases certain components denominated in foreign 
currency.    The  Group’s  borrowing  facility  with  ADM  Capital  is  denominated  in  US  dollars.    To  manage  the  risk 
associated with the exposure of this balance to exchange rate fluctuations the Group entered into a foreign currency 
forward contract.  This foreign currency forward contract is accounted for as held for trading with gains (losses) 
recognised in the statement of comprehensive income.  The exchange gain or loss on foreign currency transactions 
is recognised directly in the statement of comprehensive income.  The Group's exposure to foreign currency risk on 
its foreign currency borrowings and associated forward exchange contracts, expressed in Australian dollars, was as 
follows: 

ADM Capital - Loan (USD exposure) 

Forward exchange contracts (USD exposure) 

Sensitivity Analysis 

2022 

$’000 

1,274 

2021 

$’000 

6,274 

- 

- 

At 30 June 2022 53% of the Group's borrowings were at a variable rate of interest (2021: 29%).  If interest rates 
were  to  increase  or  decrease  by  1%,  the  net  change  in  finance  costs  would  be  approximately  $35,000  (2021: 
$21,000). 

The Group is primarily exposed to changes in the US dollar exchange rate. The sensitivity of profit or loss to changes 
in  the  exchange  rates  arises  mainly  from  US  dollar-denominated  financial  instruments  is  illustrated  in  the  table 
below.   

Impact on post tax profit and equity 

US/$exchange rate – increase 5% 

US/$exchange rate – decrease 5% 

2022 

$’000 

(100) 

86 

2021 

$’000 

(447) 

391 

The Group has taken out a forward exchange contract to hedge its foreign currency exposure associated with the 
US dollar denominated loan from ADM Capital (see note 14).  

42 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

18.      NOTES TO THE STATEMENT OF CASH FLOWS 

Reconciliation of cash 

Cash at bank and on hand 

  Reconciliation of (loss)/profit after tax to net cash flows from operations 

Net (loss)/profit 

Adjustments for: 

Depreciation, amortisation of non-current assets  
(Profit)/loss on sale of fixed assets 
Foreign exchange gain 
Amortisation of capitalised borrowing costs 
Doubtful debts expense 
Stock obsolescence (benefit)/expense 

Changes in assets and liabilities: 
(Increase)/decrease in trade and other receivables  
(Increase)/decrease in inventories 
Increase/(decrease) in trade and other payables  
Increase/(decrease) in provisions 
Net cash from operating activities 

Consolidated 
2022 
$’000 
1,012 

Consolidated 
2021 
$’000 
2,602 

(488) 

201 

2,333 
(21) 
(7) 
- 
- 
(64) 

(2,299) 
(2,987) 
2,874 
91 
(568) 

2,223 
7 
(265) 
32 
164 
53 

(2,063) 
(2,059) 
2,140 
429 
862 

Non-cash financing and investing activities 
During the year the Group acquired property, plant and equipment (excluding right-of-use assets) with an aggregate 
value of $435,012 (2021: $43,000) by means of leases.     

43 

 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

19.    CLAIMS AND CONTINGENCIES  

Guarantees 

The  Company  is  party  to  a  deed  of  cross  guarantee  with  its  wholly-owned  subsidiaries.  The  extent  to  which  an 
outflow of funds will be required is dependent on the future operations of the entities that are party to the deed of 
cross guarantee. No liability is expected to arise. The deed of cross guarantee will continue to operate indefinitely.  
As detailed in note 12, the Company is party to finance facility agreements with its financiers to which the Company’s 
subsidiaries are guarantors. The extent to which an outflow of funds will be required is dependent on the risk of 
default under the finance facility agreement. The Directors do not expect default to occur. 

20.  SUBSIDIARIES 

The  consolidated  financial  statements  include  the  financial  statements  of  Traffic  Technologies  Ltd  and  the 
subsidiaries listed in the following table. 

Principal 
Place of 
Business 

Principal Activity 

Ownership 
Held by 
2022 
% 

Interest 
the Group 
2021 
% 

Name of Subsidiary 

Traffic Technologies Signal & Hardware 
Division Pty Ltd 

Traffic Technologies Traffic Management 
Division Pty Ltd 

De Neefe Pty Ltd 

Traffic Technologies Traffic Hire Pty Ltd 

Sunny Sign Company Pty Ltd 

Pro-Tech Traffic Management Pty Ltd 

KJ Aldridge Investments Pty Ltd 

Aldridge Traffic Group Pty Ltd 

Excelsior Diecasting Pty Limited 

Aldridge Traffic Systems Pty Ltd 

Aldridge Plastics Pty Ltd 

Australia 

Non-trading 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Australia 

Non-trading 

Manufacture signs 

Non-trading 

Manufacture signs 

Non-trading 

Non-trading 

Non-trading 

Non-trading 

Manufacture signals, 
streetlights etc. 

Non-trading 

Quick Turn Circuits Pty Ltd 

Australia  Manufacture controllers 

Traffic Technologies International Limited 

Hong Kong 

Telensa Pty Ltd 

Telensa Australia Pty Ltd 

L&M Traffic Services Pty Ltd 

Australia 

Australia 

Australia 

Non-trading 

Non-trading 

Non-trading 

Installation & 
maintenance 

44 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

100 

- 

 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

21.   RELATED PARTY TRANSACTIONS 

a)  Transactions with Shareholders 
First Samuel Limited (one of the Company’s lenders – see note 12) holds 37,175,675 ordinary shares in the Company.  

b)  Transactions with Directors or Director-related entities 
An entity associated with the Company's Managing Director, Mr. Con Liosatos has arranged a bank guarantee of 
$500,000 to provide security for purchases by the Group from an overseas supplier.  The Company has agreed to 
indemnify the entity in the event that the bank guarantee is called upon by the overseas supplier.  After the on-
charge of interest costs and bank charges at the same rate, no profit has been made by the related party.  

22.  SUBSEQUENT EVENTS 

Subsequent to balance date there have been no significant events which have affected the operations of the Group. 

23.  AUDITOR’S REMUNERATION 

Amounts received or due and receivable by: 
Half Year Review – Shine Wing Australia 
Half Year Review – Grant Thornton 
Final Audit – Grant Thornton  
Total 

24.    KEY MANAGEMENT PERSONNEL DISCLOSURES 

Consolidated 
2022 
$ 

Consolidated 
2021 
$ 

- 
28,000 
71,000 
99,000 

35,000 
- 
67,000 
102,000 

a)  Compensation of Key Management Personnel 
Details of the nature and amount of each element of the remuneration of key management personnel are disclosed 
in the Remuneration Report section of the Directors’ Report. 

Compensation by Category: 
Key Management Personnel 
Short-term employee benefits 
Post-employment benefits 

Other long-term benefits 
Total 

Consolidated 
2022 
$ 

Consolidated 
2021 
$ 

942,857 
68,934 
15,873 
1,027,664 

942,514 
64,463 
14,078 
1,021,055 

b)  Shares issued on exercise of remuneration options 
No shares have been issued to key management personnel as a result of the exercise of remuneration options. 

c)  Option holdings of Key Management Personnel 
There were no share options outstanding at 30 June 2022 or at the date of this report (2021: nil).  No shares have 
been issued to key management personnel as a result of the exercise of remuneration options. 

d)  Loans to Key Management Personnel 
There were no loans to key management personnel. 

45 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd and Controlled Entities  
Notes to the Consolidated Financial Statements 
For the year ended 30 June 2022 

25.    SEGMENT INFORMATION 

The  Group  has  only  one  operating  segment:  Traffic  Products.    The  Group’s  chief  operating  decision  maker  (the 
Managing Director) reviews financial information on a consolidated basis and makes strategic decisions based on 
this consolidated information. 

Major customers 

Revenue  from  government  agencies  accounted  for  26%  of  sales  (2021:  30%).    Revenue  from  the  largest  non-
government customer accounted for 6% (2021: 7%) of sales. 

Geographical information 

The Group operates predominately in Australia. 

Revenue by geographic location: 

Australia 
Overseas 
Total 

All the Group’s non-current assets are located in Australia. 

26.    PARENT ENTITY DISCLOSURES 

Current assets 
Total assets 
Current liabilities 
Total liabilities 

Issued capital 
Retained earnings 
Total shareholders’ equity 

Loss of the parent entity 
Total comprehensive income of the parent entity 
Guarantees entered into by the parent entity in relation to debts 
of its subsidiaries 

46 

Consolidated 

Consolidated 

2022 
$’000 
48,674 
5,076 
53,750 

2021 
$’000 
47,178 
5,152 
52,330 

2022 
$’000 
3,169 
51,012 
66,326 
71,165 

61,289 
(81,442) 
(20,153) 

(3,598) 
(3,598) 

6,907 

2021 
$’000 
2,503 
50,332 
63,621 
73,421 

54,755 
(77,844) 
(23,089) 

(3,840) 
(3,840) 

4,382 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traffic Technologies Ltd 
Directors’ Declaration 
For the year ended 30 June 2022 

DIRECTORS’ DECLARATION 

The Directors of the Company declare that: 

1. 

The  consolidated  financial  statements  and  notes  of  Traffic  Technologies  Ltd  are  in  accordance  with  the 
Corporations Act 2001 and:  

a)  comply with Australian Accounting Standards and the Corporations Regulations 2001; and 

b)  give a true and fair view of the consolidated entity’s financial position as at 30 June 2022 and of its 

performance for the year ended on that date. 

2. 

3. 

4. 

The Company has included in the notes to the financial statements an explicit and unreserved statement of 
compliance with International Financial Reporting Standards. 

In the Directors’ opinion, there are reasonable grounds to believe that the  Company will be able to pay its 
debts as and when they become due and payable.  

The Directors have been given the declarations by the Managing Director and Chief Financial Officer required 
by section 295A of the Corporations Act 2001.  

The members of the Closed Group identified in note 20 are parties to the deed of cross guarantee under which each 
company guarantees the debts of the others. At the date of this declaration there are reasonable grounds to believe 
that the companies which are parties to this deed of cross guarantee will as a consolidated entity be able to meet 
any obligations or liabilities to which they are, or may become, subject to, by virtue of the deed of cross guarantee 
described in note 19. 

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of 
the Directors by: 

On behalf of the Board 

Mark Hardgrave 
Chairman 

Melbourne 
29 August 2022

47 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASX Additional Information 
As at 11 August 2022 

Additional information required by the Australian Securities Exchange and not shown elsewhere in this report is as 
follows.  The information is current as at 11 August 2022. 

a) 

 Distribution of Shareholdings 

1  -  1,000 

1,001  - 5,000 

5,001  - 10,000 

10,001  -  100,000 

100,001 and over 

Holdings less than a marketable parcel 

b) 

Twenty Largest Shareholders  

             Ordinary Shares 

Number of 
Holders 
158 

Number of 
Shares 
23,080 

34 

41 

87,234 

360,092 

604 

27,656,500 

527  694,043,282 

1,364  722,170,188 

482 

5,800,505 

Name 
RSAM INVESTMENTS PTY LTD  

No. of Shares 
50,148,883 

% Held 
6.94% 

1 

2 

3 

4 

5 

6 

7 

8 

FIRST SAMUEL LTD ACN 086243567  

ANNLEW INVESTMENTS PTY LTD   

MR LAMBROU LIOSATOU* 

MR ROBERT SCOTT ANTHONY MINNEY 

MR PETER GEOFFREY HOLLICK + MS HELEN THERESE PATTINSON  
BANNABY INVESTMENTS PTY LTD  

BROWNLOW PTY LTD 

LIOSATOS SUPERANNUATION PTY LTD * 

9 
10  MR MOHAMMED ABOU-EID 

CLAPSY PTY LTD  

11 
12  GP MANAGEMENT P/L  
13  DOLPHIN CAPITAL PARTNERS PTY LTD 
14  MRS TRUDI MILNE 

CAMPBELL KITCHENER HUME & ASSOCIATES PTY LTD  

15 
16  MORGRAE PTY LTD  
17  MR MORGAN LITTLEWOOD 
18  HEDDERWICK PTY LTD 
19  MR VINCENT GALANTE + MRS RUTH ELIZABETH LEAMING 
20  HARDGRAVE SUPERANNUATION PTY LTD * 

 Total 

* Associated with Directors. 

48 

37,175,675 

34,400,000 

27,950,475 

18,471,033 

18,000,000 

17,606,063 

16,722,499 

15,832,162 

15,000,000 

14,848,359 

12,895,249 

12,000,000 

11,540,523 

11,064,003 

11,000,000 

8,006,343 

6,569,139 

6,046,356 

5,965,592 

5.15% 

4.76% 

3.87% 

2.56% 

2.49% 

2.44% 

2.32% 

2.19% 

2.08% 

2.06% 

1.79% 

1.66% 

1.60% 

1.53% 

1.52% 

1.11% 

0.91% 

0.84% 

0.83% 

351,242,354 

48.64% 

 
 
 
 
 
 
 
 
 
 
 
 
 
ASX Additional Information 
As at 11 August 2022 

c)

Substantial Shareholders (greater than 5%)

Holder Name 

Mr. Robert Minney 

Mr. Con Liosatos 

First Samuel Limited 

d)

Voting Rights
All ordinary shares carry one vote per share without restriction.

e) Ordinary shares subject to voluntary escrow restrictions

None.

Ordinary Shares 

Number 

68,619,916 

43,782,637 

37,175,675 

% 

9.50 

6.06 

5.15 

49 

Grant Thornton Audit Pty Ltd 
Level 22 Tower 5 
Collins Square 
727 Collins Street 
Melbourne VIC 3008 
GPO Box 4736 
Melbourne VIC 3001 

T +61 3 8320 2222 

Independent Auditor’s Report 

To the Members of Traffic Technologies Limited 

Report on the audit of the financial report 

Opinion 

We have audited the financial report of Traffic Technologies Limited (the Company) and its subsidiaries (the 
Group), which comprises the consolidated statement of financial position as at 30 June 2022, the 
consolidated statement of profit or loss and other comprehensive income, consolidated statement of 
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the 
consolidated financial statements, including a summary of significant accounting policies, and the Directors’ 
declaration.  

In our opinion, the accompanying financial report of the Group 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 2022 and of its performance for 

the year ended on that date; and 

b  complying with Australian Accounting Standards and the Corporations Regulations 2001. 

Basis for opinion 

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those 
standards are further described in the 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. 

www.grantthornton.com.au 
ACN-130 913 594 

Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. 
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or 
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). 
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member 
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one 
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards 
Legislation. 

50 

Material uncertainty related to going concern 

We draw attention to Note 1(c) in the financial statements, which indicates that part of the Group’s debt is due for 
repayment on 30 September 2022. As stated in Note 1(c), these events or conditions indicate that a material 
uncertainty exists that may cast doubt on the Group’s ability to continue as a going concern. Our opinion is not 
modified in respect of this matter. 

Key audit matters 

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of 
the financial report of the current period. These matters were addressed in the context of our audit of the financial 
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these 
matters.  

In addition to the matter described in the Material uncertainty related to going concern section, we have 
determined the matters described below to be the key audit matters to be communicated in our report. 

Key audit matter 

How our audit addressed the key audit matter 

Impairment of goodwill and other non-financial 
assets (Note 9, 10) 

The Group has recorded goodwill of $1,144,000, 
capitalised development costs of $10,741,000, 
patents of $37,000 and software costs of $21,000 at 
30 June 2022 assigned to Cash Generating Units 
(CGUs). Goodwill is required to be assessed for 
impairment annually by Management as prescribed 
in AASB 136 Impairment of Assets. In addition, 
Management are required to perform annual 
impairment testing for intangible assets not yet 
available for use regardless of whether indicators 
exist. 

Non-financial assets, including goodwill and other 
intangible assets, are allocated to appropriate CGUs 
for impairment testing. Management tests each 
CGU for impairment by comparing the carrying 
amount against the recoverable amount, which is 
determined by either the greater of its fair value less 
costs to sell and its value-in-use. The Group has 
used the discounted cash flow model (value-in-use) 
to determine the recoverable amount, which 
includes significant estimates and judgements, 
including estimating future cash flows. 

This area is a key audit matter due to the significant 
balance carried by the Group and the estimation 
uncertainty in forecasting future cash flows.  

Our procedures included, amongst others: 

• Understanding and documenting Management’s

process and controls related to the assessment of
impairment, including Management’s identification of
CGUs and the calculation of the recoverable amount
for each CGU;

• Evaluating the value-in-use models against the

requirements of AASB 136, including consultation with
our auditor’s valuation expert;

• Challenging the appropriateness of Management’s

revenue and cost forecasts by comparing the forecast
cash flows to historical growth rates achieved;

• Reviewing Management’s value-in-use calculations by:

− Testing the mathematical accuracy of the

calculations;

− Evaluating the forecasted cash inflows and outflows

for reasonableness;

− Assessing estimates and judgements for growth

rates applied; and

− Assessing discount rates applied to forecast future

cash flows.

• Performing sensitivity analysis on the significant inputs
and assumptions made by Management in preparing
its calculations; and

• Assessing the adequacy of financial statement

disclosures.

51 

Grant Thornton Australia Limited 

Capitalised development costs (Note 10) 

The Group capitalises costs directly attributable to 
traffic product development in accordance with 
AASB 138 Intangible Assets. 

AASB 138 provides that an entity may only 
capitalise costs that meet specific capitalisation 
criteria. 

This area is a key audit matter due to the inherent 
judgement involved in determining projects and 
costs which satisfy the requirements of AASB 138. 

Our procedures included, amongst others: 

• Obtaining an understanding of internal processes and

controls, including a review of Management's
capitalisation policy for compliance with AASB 138;

• Testing a sample of costs capitalised in the year and
vouching to supporting documentation against the
criteria of AASB 138;

• Evaluating the Group’s position that the underlying

assets are in the development phase, are technically
feasible, will generate probable future economic
benefits, and the ability to bring the asset to completion
for use or sale, amongst other requirements of AASB
138;

•

Inquiring Management to understand the nature and
status of key projects;

• Evaluating Management's assessment of impairment
indicators for intangible assets previously capitalised;

• Reviewing a schedule of open projects to investigate
those that are over budget or behind schedule for
possible indicators of impairment;

• Assessing Management's useful economic life

determination, including amortisation charge for
consistency with accounting policies adopted; and

• Assessing the adequacy of relevant financial statement

disclosures.

Information other than the financial report and auditor’s report thereon 

The Directors are responsible for the other information. The other information comprises the information included 
in the Group’s annual report for the year ended 30 June 2022, 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 we do not express any form of 
assurance conclusion thereon.  

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing 
so, consider whether the other information is materially inconsistent with the financial report or our knowledge 
obtained in the audit or otherwise appears to be materially misstated.  

If, based on the work we have performed, we conclude that there is a material misstatement of this other 
information, we are required to report that fact. We have nothing to report in this regard.  

Responsibilities of the Directors’ for the financial report 

The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair 
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal 
control as the Directors determine is necessary to enable the preparation of the financial report that gives a true 
and fair view and is free from material misstatement, whether due to fraud or error.  

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Grant Thornton Australia Limited 

In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a 
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of 
accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic 
alternative but to do so. 

Auditor’s responsibilities for the audit of the financial report 

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from 
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. 
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance 
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements 
can arise from fraud or error and are considered material if, individually or in the aggregate, they could 
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. 

A further description of our responsibilities for the audit of the financial report is located at the Auditing and 
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This 
description forms part of our auditor’s report.

Report on the remuneration report

Opinion on the remuneration report

We have audited the Remuneration Report included in pages 10 to 12 of the Directors’ report for the year 
ended 30 June 2022.

In our opinion, the Remuneration Report of Traffic Technologies Limited, for the year ended 30 June 2022 
complies with section 300A of the Corporations Act 2001.

Responsibilities

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report 
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the 
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. 

Grant Thornton Audit Pty Ltd
Chartered Accountants

M J Climpson
Partner

Melbourne, 29 August 2022

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Grant Thornton Australia Limited

 
 
 
 
 
  
  
 
 
 
 
 
 
 
 
 
 
 
  
 
     * Applicable 
Sites

Traffic Technologies Ltd

31 Brisbane Street 
Eltham 3095 
Victoria, Australia

P: +61 3 9430 0222
F: +61 3 9430 0244
E: tt@trafficltd.com.au

trafficltd.com.au