VDM GROUP LIMITED
and its Controlled Entities
ABN 95 109 829 334
2022
ANNUAL REPORT
VDM GROUP LIMITED
CORPORATE INFORMATION
DIRECTORS
Mr Luk Hiuming
Dr Hua Dongyi
Mr Huadong Guo
Mr Michael Fry
Mr Colin Noid
Non-executive Chairman
Non-executive Director
Non-executive Director
Executive Director
Non-executive Director
COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER (ACTING)
Mr Michael Fry
REGISTERED AND PRINCIPAL OFFICE
Unit 88, 42 Terrace Road
East Perth WA 6004
Telephone (08) 6166 6126
Website www.vdmgroup.com.au
POSTAL ADDRESS
PO Box 3347
East Perth WA 6892
AUDITORS
Hall Chadwick Audit (WA) Pty Ltd
283 Rokeby Road
Subiaco WA 6008
SHARE REGISTER
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne, VIC 3001
Telephone 1300 850 505
(outside Australia) +61 3 9415 4000
VDM Group Limited shares are listed on the Australian Securities Exchange (ASX)
ASX Code
VMG
ACN
ABN
109 829 334
95 109 829 334
In this report, the following definitions apply:
“Board” means the Board of Directors of VDM Group Limited
“Company” means VDM Group Limited ABN 95 109 829 334
“VDM” or “Group” means VDM Group Limited and its controlled entities
VDM GROUP LIMITED
CONTENTS
DIRECTORS’ REPORT .............................................................................. 1
AUDITOR’S INDEPENDENCE DECLARATION ............................................... 14
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME ..................................................................... 15
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ............................... 16
CONSOLIDATED STATEMENT OF CASH FLOWS .......................................... 17
CONSOIDATED STATEMENT OF CHANGES IN EQUITY ................................. 18
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ........................... 19
DIRECTORS’ DECLARATION .................................................................... 55
INDEPENDENT AUDITOR’S REPORT ......................................................... 56
VDM GROUP LIMITED
LETTER TO SHAREHOLDERS
FOR THE YEAR ENDED 30 JUNE 2022
FROM THE EXECUTIVE DIRECTOR OF MINING
Dear Shareholders
VDM holds two large and prospective exploration projects in Angola, providing exposure principally
to copper and gold.
Cachoeiras do Binga (CdB) Copper Project
The CdB Copper Project is located in the central coastal region of Angola, approximately 385km south
of the Angolan capital of Luanda and covers approximately 3,854km2 ; being ~32kms from east to
west and ~129kms from north to south.
During calendar year 2018 and 2019 VDM undertook susbstantive drilling and exploration at the
Project culminated in VDM announcing, on 26 November 2020, its maiden copper Mineral Resource
Estimate for CdB Copper Project of 18.4 Mt @ 1.0% Cu for 183,845t of copper, comprising:
➢ Measured + Indicated: 13.467Mt @1.02% Cu for 137,590t of copper;
➢ Inferred: 4.937Mt @094% Cu for 46,355t of copper.
Unfortunately due to COVID 19 pandemic, the Company has been unable to undertake further drilling
and exploration since the end of calendar year 2019. It is working to resolve that situation at present
together with its joint venture partners and it is expected that agreement will soon be reached on an
exploration program to take the project forward.
Cage Bengo Gold Project
The CdB Copper Project is located in the north-west of Angola between the provinces of Uige and
Bengo and is approximately 300km north-east of the Angolan capital of Luanda; and covers
approximately 9,904km2.
As with the CdB Copper Project, unfortunately due to COVID 19 pandemic, the Company has been
unable to undertake drilling and exploration, with Angola borders closed and the situation deemed
unsafe for work. VDM is working to resolve that situation at present together with its joint venture
partners and it is expected that agreement will soon be reached on an exploration program to take
the project forward.
The past few years have been frustrating for all connected to VDM. The VDM Board looks forward to
a return to exploration activity and is confident that with further exploration the value and
prospectivity of the projects will be evident.
I wish to thank my fellow directors, our employees, and all VDM stakeholders for their service and
support to the Company. I once again would like to thank our largest shareholder, Australia
Kengkong Investments Co Pty Ltd, for its continued support.
Mr Michael Fry
Director
30 September 2022
DIRECTORS’ REPORT
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2022
Your directors submit their report of VDM Group Limited (“the Company”) and of the Consolidated
Entity, being the Company and its controlled entities (“VDM” or “the Group”) for the year ended 30
June 2022.
1.
DIRECTORS
Current Directors
The names and details of the directors of VDM Group Limited in office during the year and until the
date of this report are as follows: Directors were in office for the entire year unless otherwise stated.
Mr Luk Hiuming
Non-Executive Chairman
Appointed Non-Executive Director on 21 March 2014, appointed Non-Executive Chairman on 29
January 2015
Member of the Audit & Risk Committee
Mr Luk has abundant experience in an extensive range of business sectors, including textile &
clothing, pharmaceutical, steel, real estates, manufacturing mining, natural resources, new energy
and oil and gas. Apart from businesses in mainland China, he also has extensive international
experience in various industries around the globe. Mr Luk is currently Chairman of Australia Kengkong
Investments Co Pty Ltd.
Dr Hua Dongyi
Executive Director
Appointed Director on 28 August 2013, appointed Managing Director on 9 September 2013,
appointed Executive Chairman and Interim CEO on 29 November 2013, appointed Managing Director
and CEO on 29 January 2015, appointed Executive Director on 1 March 2016.
Member of the Audit & Risk Committee
Doctorate of Engineering
Dr Hua is the former Vice President, Executive Chairman and CEO of CITIC Pacific Mining, a position
he held from October 2009 until April 2013. Dr Hua has held executive management positions during
the past 15 years for construction and resource development projects across Asia, Africa and Latin
America in countries such as China, Angola, the Philippines, Pakistan, Brazil and Algeria. Dr Hua is
the Vice President of the Australian China Business Council Western Australia. Most recently, Dr Hua
was Executive Director and CEO of Frontier Services Group Limited, an aviation and logistics company
listed on the Hong Kong Stock Exchange, a position he held up until March 2021.
Mr Huadong Guo
Non-Executive Director
Appointed Non-Executive Director on 23 February 2021
Member of the Audit & Risk Committee
Holder of an Electrical Engineering degree from the College of Electronic and Information, Tongji
University of China.
Mr Guo is a highly successful businessman who has owned and operated businesses in several east
Africa countries including Kenya, Uganda, Tanzania, Congo, Angola and South Sudan over the past
40 years across a range of industries including construction, mining, forestry and electronics. In 2010
Mr Guo was awarded the Republic Cross by the Congo President in recognition of his services to
Congo business.
Mr Ming Guo
Non-Executive Director
Appointed Non-Executive Director on 4 February 2022
Graduate of the Guizhou Institute of Technology, majoring in mechanical and electrical automation.
Mr Guo is a highly successful businessman who amongst many interests is the chairman and
shareholder of a substantial marble mine operating in Angola.
1
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2022
Mr Colin Noid
Non-Executive Director
Appointed Non-Executive Director on 1 April 2021, formerly acted as Alternate Director for Dr Hua
(appointed on 25 November 2019; ceased 31 March 2021)
Mr Noid has 25 years of construction industry experience across mining, transport, building and land
development sectors. He brings strong leadership qualities, combined with well-developed design,
project delivery and commercial acumen. Prior to joining VDM, he held design and construction
management roles at John Holland and Henry Walker Eltin.
Mr Noid holds a Bachelor of Civil Engineering degree from the University of Western Australia and a
Graduate Diploma in Financial Planning from Finsia.
Mr Michael Fry
Director, Chief Financial Officer/Company Secretary
Appointed Chief Financial Officer/Company Secretary on 12 February 2019, appointed Non-Executive
Director on 3 June 2011
Chairman of the Audit & Risk Committee
Bachelor of Commerce
Mr Fry is an experienced company manager across a broad range of industry sectors. Mr Fry has a
background in accounting and corporate advice having worked with KPMG (Perth) where he qualified
as a Chartered Accountant, Deloitte Touche Tohmatsu (Melbourne) and boutique corporate advisory
practice Troika Securities Ltd (Perth). From 2006 to 2011, Mr Fry was the Chief Financial Officer and
Finance Director at Swick Mining Services Limited, a publicly listed drilling services provider
contracting to the mining industry in Australia and North America.
Mr Fry is Chief Financial Officer and Company Secretary of ASX-listed companyies Globe Metals &
Mining Limited (ASX:GBE) and Cauldron Energy Limited (ASX: CXU) where and company secretary
of unlisted public company GLX Digital Limited. During the past three years, Mr Fry was also a
director of ASX-listed companies Cauldron Energy Limiteds Limited (ASX: CXU).
Company Secretary
Mr Michael Fry
Appointed 12 February 2018. See details of qualifications and experience above.
2.
INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY AND RELATED
BODIES CORPORATE
As at the date of this report, the interests of the directors in the shares of the Company were:
Directors
Luk Hiuming
Hua Dongyi
Huadong Guo
Ming Guo
Michael Fry
Colin Noid
3.
DIVIDENDS
Number of Ordinary
Shares
2,070,000,000
1,085,110,976
600,000,000
1,085,110,976
1,000,000
3,400,000
There were no dividends declared or paid during the year ended 30 June 2022 (2021: nil).
2
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2022
4.
NATURE AND PRINCIPAL ACTIVITIES
VDM’s business activities during the period principally related to:
• exploration of the Cachoeiras do Binga copper project located in the Republic of Angola
(Cachoeiras do Binga) supported by VDM’s project partners and the Government of Angola;
and
• exploration of the Cage Bengo Project located in the Republic of Angola (Cage Bengo) supported
by VDM’s project partners and the Government of Angola;
VDM is no longer investigating other project opportunities connected with VDM’s historical
Construction and Trading divisions.
The business activities of the comparative period principally related to: 1) exploration of the
Cachoeiras do Binga; 2) exploration of the Cage Bengo Project; and 3) investigation of other project
opportunities connected with VDM’s Mining, Construction and Trading divisions.
5.
OPERATING AND FINANCIAL REVIEW
Cachoeiras do Binga Copper Project
The Cachoeiras do Binga (CdB) Copper Projectis located east of the regional capital and coastal city
of Sumbe (airport and port) and approximately 385 km south of the Angolan capital city of Luanda.
Figure 1: Location Map - CdB Project
The CdB Project covers an extremely large area of 3,854kms2 and is approximately 32kms from East
to West and 129kms from North to South and shows characteristics of a typical central African
sediment-hosted copper deposit. It is highly prospective for copper mineralisation with historical
work having demonstrated copper occurrences throughout the tenement area.
Historical Work Performed
Prior to VDM’s involvement in CdB, exploration activity whilst significant had been sporadic and
limited to small parts of the overall CdB Copper Project area; with much of it not reportable under
the current JORC reporting standards applicable to Australian Stock Exchange listed companies.
Between 1920 and up to the late 1950’s the United States Government Survey Company (USGS)
conducted stream sampling analysis across much of sub-Sahara Africa including Angola and
specifically over the CdB Project and was the first group to report elevated copper levels at CdB.
Building on this work, during the 1970’s, the Institute of Geology in Angola (IGEO) undertook further
mapping, sampling and some drilling, which was largely concentrated in the areas commonly referred
to as Areas 1, 2 and 3 and published estimates of copper mineralisation.
In 1983, the United Nations Development Programme (UNDP) re-evaluated the copper deposits in
the CdB area, confirming IGEO's estimations of copper mineralisation in Areas 1, 2 and 3. In addition,
the UNDP interpreted that the copper extended to the west and to the north.
3
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2022
Since VDM’s involvement from 2016, work initially focussed on confirming previous findings for
copper mineralisation so as to report under JORC guidelines and extending the known copper
mineralisation to the west, north and to the south.
Phase One drilling conducted in 2018 focussed on Areas 1, 2 and 3 (central), and Phase Two drilling
conducted during 2019 focussed on Area 4 (west) and Area 5 (south).
The drilling was successful in its objectives confirming the copper mineralisation in Areas 1, 2 and 3
as identified in earlier work conducted by USGS, IGEO and UNDP and identifying copper
mineralisation both to the west and to the south; and culminated in VDM announcing, on 26
November 2020, its maiden copper Mineral Resource Estimate for CdB Copper Project of 18.4 Mt @
1.0% Cu for 183,845t of copper, comprising:
➢ Measured + Indicated: 13.467Mt @1.02% Cu for 137,590t of copper;
➢ Inferred: 4.937Mt @094% Cu for 46,355t of copper.
The CdB MRE is summarised as follows:
Resource Category Million tonnes
Cu %
Contained Cu (t)
Measured
Indicated
Inferred
Total
(Mt)
0.875
12.592
4.937
18.404
1.62
0.98
0.94
1.00
14,179
123,411
46,355
183,845
Notes: 1. Reported above a Cu cut-off grade of 0.2%;
2. Discrepancies may occur due to rounding.
The exploration database used for the resource estimation consists of 134 diamond coreholes and 7
trenches. A total of 1,658 intervals were sampled at the deposit. All the available data was input into
a Geovia Surpac (Surpac) database for the estimation procedure.
Work Performed during the Year
During the year to 30 June 2022, all on the ground exploration activity remained suspended due to
the COVID-19 pandemic with the Company viewing it as unsafe for its personnel with Angola having
in place a state of calamity and restricting travel both into and within the country as it deals with a
high incidence of infection.
Work was focussed on desk-top review of historical information and discussions with potential
partners who have demonstrated interest in being involved in the CdB Project in some capacity. The
nature of these discussions have not yet reached a stage where disclosure is necessary.
Subsequent to year end, a Company delegation has visited Angola and met with officials from the
Angola government and representatives of VDM’s joint venture partners. As at the date of this
report, negotiations are ongoing with respect to immediate exploration plans, funding of those
activities and required contributions by each of the joint venture partners. Exploration activity will
only commence once discussions are finalised and arrangements formalised.
Cage Bengo Project
In August 2019, the Company executed a Mining Investment Contract providing exclusive rights to
explore for gold and other minerals at the Cage Bengo Project located in the Republic of Angola.
By entering into the Mining Investment Contract, VDM acquired a 55.25% ownership interest. On
20 August 2019, VDM issued to Seabank Resources Ltd 650 million fully paid shares in relation to
the acquisition of its ownership interest.
On 15 April 2020, Prospecting Title 048/07/03 over the Cage Bengo Project was issued by the
Angolan Government, allowing work to commence.
Work Performed during the Year
Since the Prospecting Title was issued, no on-the-ground activity at the Cage Bengo Project has been
possible with all activities remaining suspended due to travel restrictions and safety concerns arising
from the COVOD-19 pandemic.
As with CdB Project, negotiations are ongoing with respect to immediate exploration plans, funding
of those activities and required contributions by each of the joint venture partners. Exploration
activity will only commence once discussions are finalised and arrangements formalised.
4
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2022
Other
Neither the Construction or Trading division took on no new work during the year with VDM no longer
investigating project opportunities connected with VDM’s historical Construction and Trading
divisions.
VDM has owned an apartment in The Palladio Apartments complex in Mandurah, Western Australia
for a number of years, which it has rented out. With the tenant exiting the lease in late February
2022, the Company has undertaken repairs and maintenance ahead of a listing for sale. In prior
periods, the Mandurah apartment has been recognised as an investment property in non-current
assets, but as a consequence of the decision to list for sale has been recognised at 30 June 2022 as
an asset held for resale.
Financial Review
Revenue from contracts with customers of $Nil (2021: $Nil) with the Company having ceased trading
and services to the construction industry.
Other revenue of $1,000 (2021: $560,000) relates to interest received. Significant reduction in
comparison with prior year is primarily due to the Company having received a Cashflow boost
incentive of $50,000 and recognised foreign currency exchange gains of $398,000 in the financial
year ended 30 June 2021.
Total expenses from continuing operations of $1,353,000 (2021: $1,457,000) include the recognition
of foreign currency exchange losses of $381,000 in the financial year ended 30 June 2022. Excluding
this item, costs are markedly lower during the year ended 30 June 2022 in comparison to the prior
year and reflect management’s efforts to curtail administration costs whilst exploration activities
remained suspended for the entirety of the financial year due to COVID-19 related restrictions and
safety concerns.
Cash decreased by $506,000 in the year mostly relating to payments to employees of $545,000.
COVID-19
The COVID-19 pandemic continues to impact countries worldwide, but after near on three years
there appear to be signs that the world is moving forward and returning somewhat to what was
considered normal activity prior to the pandemic.
Angola too is returning to normality, with most restrictions lifted. Vaccination rates remain low and
as such the Company must remain vigilant to the potential for infection and new strains of the virus.
All matters considered, the Company has taken a view that it is now safe to return to work.
6.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group.
7.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
No matters or circumstances have arisen since the end of the year and up to the date of this report
which significantly affected or may significantly affect the operations of the Group, the results of
those operations, or the state of affairs of the Group in future financial years.
8.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
VDM intends to sell its Mandurah Apartment and will consider offers for its interest in the Quartz
Estate property in South Headland in order to raise funds for general corporate working capital, to
advance the Cachoeiras do Binga Copper Project and the Cage Bengo Gold Project, both of which are
located in Angola.
9.
ENVIRONMENTAL REGULATION AND PERFORMANCE
VDM’s operations are subject to environmental regulations under the laws of the countries in which it
operates. The Board believes that VDM has adequate systems in place for the management of its
environmental requirements and is not aware of any breach of those environmental requirements as
they apply to VDM.
5
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2022
10.
SHARE OPTIONS
As at the date of this report, there are nil unissued ordinary shares under option (2021: 52 million). The
options were originally granted on the 19 July 2018 to Dr Chris Yu, as part of his remuneration
arrangements. Dr Yu is no longer engaged by VDM.
11.
INDEMNIFICATION OF AUDITORS
To the extent permitted by law, VDM Group Limited has agreed to indemnify it auditors, Hall
Chadwick Audit (WA) Pty Ltd, as part of the terms of its audit engagement agreement against claims
by third parties arising from the audit (for an unspecified amount). No payment has been made to
indemnify Hall Chadwick Audit (WA) Pty Ltd during or since the financial year.
12.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
VDM Group Limited has agreed to indemnify all the directors and executive officers for any costs or
expenses that may be incurred in defending civil or criminal proceedings that may be brought against
the officers in their capacity as officers of entities of the consolidated entity for which they may be
held personally liable.
The Company has paid a premium to insure the directors and officers of the Company and its
controlled entities. Details of the premium are subject to a confidentiality clause under the contract
of insurance.
13.
DIRECTORS’ MEETINGS
The number of meetings of directors (including meetings of committees of directors) held during the
year, and the number of meetings attended by each director, were as follows:
Number of meetings held:
Number of meetings attended:
Luk Hiuming
Hua Dongyi
Huadong Guo
Ming Guo
Colin Noid
Michael Fry
Board
meetings
Audit &
Risk
Committee
meetings
2
2
2
2
2
2
2
-
-
-
-
-
-
-
Due to differing timezones and languages, VDM’s Board of Directors and audit and risk committee
comprising Mr Fry (Chair), Dr Hua and Mr Luk have undertaken the majority of formal requirements
via circular resolution.
14.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
The directors received an Independence Declaration from the auditor of VDM Group Limited, attached
on page 14. The directors are satisfied that the provision of non-audit services is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001. Refer to note
31 of the consolidated financial statements for disclosure relating to the cost of non-audit services
conducted during the year.
15.
ROUNDING
The amounts contained in this report and in the financial report have been rounded to the nearest
$1,000 (where rounding is applicable) under the option available to the Company under ASIC
Instrument 2016/191. The Company is an entity to which the Instrument applies.
6
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2022
REMUNERATION REPORT (AUDITED)
This remuneration report for the year ended 30 June 2022 outlines the remuneration arrangements
of VDM in accordance with the requirements of the Corporations Act 2001 (the Act) and its
regulations. This information has been audited as required by section 308(3C) of the Act.
The remuneration report details the remuneration arrangements for key management personnel
(KMP) of VDM. KMP are defined as those persons having authority and responsibility for planning,
directing and controlling the major activities of VDM, directly or indirectly, including any director
(whether executive or otherwise) of the parent company.
For the purposes of this report, the term 'executive' includes executive directors and other senior
executives of VDM and excludes non-executive directors.
The remuneration report is presented under the following sections:
1. Individual KMP disclosures
2. Board oversight of remuneration
3. Executive remuneration arrangements
4. Executive remuneration outcomes for 2022 (including link to performance)
5. Executive contracts
6. Non-Executive Director remuneration arrangements
7. Additional statutory disclosure relating to options and shares
8. Loans to key management personnel
9. Other transactions and balances with key management personnel and their related entities
1.
INDIVIDUAL KMP DISCLOSURES
Details of KMP of VDM are set out below. KMP served for the full year unless noted.
Current directors
Luk Hiuming
Hua Dongyi
Huadong Guo
Ming Guo
Michael Fry
Colin Noid
Non–Executive Chairman
Executive Director
Non-Executive Director
Non-Executive Director
Executive Director / Permanent Acting Chief Financial Officer / Company Secretary
Non-Executive Director
2.
BOARD OVERSIGHT OF REMUNERATION
The Board is responsible for the remuneration arrangements of directors and executives. Based on
the Board’s present composition and size, as well as the importance of remuneration decisions, the
Board considers this will provide effective governance of these matters.
The board assesses the appropriateness of the nature and amount of remuneration of executives on
a periodic basis by reference to relevant employment market conditions with the overall objective of
ensuring maximum stakeholder benefit from the retention of a high performing directors and
executives.
7
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2022
The Board approves the remuneration arrangements of the CEO and other executives and all awards
made under the long-term incentive (LTI) and short-term incentive (STI) plans. The Board also sets
the aggregate remuneration of NEDs which is then subject to shareholder approval.
In accordance with good corporate governance practice, the structure of NED and executive
remuneration is separate and distinct.
Remuneration report approval at 2021 annual general meeting
The 2022 remuneration report received positive shareholder support at the Company’s annual
general meeting, with a vote of 94.8% in favour.
3.
EXECUTIVE REMUNERATION ARRANGEMENTS
Remuneration strategy
VDM’s executive remuneration strategy is designed to cost effectively attract, motivate and retain
high performing individuals and align the interests of executives and shareholders.
To this end, key objectives of the Company’s reward framework are to ensure that remuneration
practices:
• Are aligned to the VDM’s business strategy;
• Offer competitive remuneration benchmarked against the external market;
• Provide strong linkage between individual and group performance and rewards; and
• Align the interests of executives with shareholders.
Fixed remuneration
The employment contracts of executives do not include any guarantee of base pay increases. Fixed
remuneration is reviewed annually by the Board. The process consists of a review of company,
divisional and individual performance, relevant comparative remuneration internally and externally,
and where appropriate external advice independent of management. No external advice was
received in the current year.
Variable remuneration – short term incentive (STI)
VDM has Bonus Scheme STI based on the principal of rewarding operational employees from a bonus
pool calculated as 30% of divisional earnings results above an annual earnings target and corporate
division employees from a bonus pool calculated as the average of divisional bonuses.
The Bonus Scheme is based on the following structural components:
a) Bonus Pool: calculated as percentage of divisional earnings results above the earnings target
for a calendar year;
b) Apportionment of the Bonus Pool: apportioned to employee divisional team members as
proposed by the Division Head and approved by the Managing Director and the Board;
c) Payment of Bonus: to be paid after release of the Annual Financial Report;
d) Eligibility: Persons who start employment during the year are eligible for a time-adjusted
bonus payment.
The total potential STI available is set at a level so as to provide sufficient incentive to executives to
achieve the operational targets and such that the cost to VDM is reasonable in the circumstances.
8
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2022
The financial performance measure driving the majority of the STI payment outcomes is divisional
profit earnings before interest and tax (EBIT). The table below shows the Group’s gross EBIT history
for the past five financial years.
Financial
Year
2022
2021
2020
2019
2018
EBIT
$’000
(808)
(465)
(1,211)
(1,619)
(2,348)
Closing share
price $
0.001
0.002
0.002
0.002
0.002
As a result of the negative EBIT performance in 2022, no STI awards were made in the 2022 financial
year (2021: nil).
Variable remuneration — long term incentive (LTI)
VDM does not have in place a general equity-based incentive plan for employees.
From time to time, VDM may enter offer options or performance rights as a cost-effective and non-
cash remuneration incentive to attract and retain key executives.
No remuneration options or rights were offered during the year ended 30 June 2022 (2021: nil).
4.
EXECUTIVE REMUNERATION OUTCOMES (INCLUDING LINK TO PERFORMANCE)
Table 1: Executive remuneration for the year ended 30 June 2022
Base Salary
& Fees
Cash
Bonus
Super
Contri-
butions
Value of
Share-
based
Payments
$
$
$
Executive directors
D Hua
M Fry
Other KMP
C Noid
Totals
-
83,219
12,000
95,219
-
-
-
-
-
5,531
-
5,531
$
-
-
-
-
Long
Service
Leave
$
-
-
-
-
Termination
Benefits
Total
Performance
Related
$
-
-
24,989
24,989
$
%
-
88,750
36,989
125,739
0%
0%
0%
0%
Table 2: Executive remuneration for the year ended 30 June 2021
Termination
Benefits
Total
Performance
Related
Base Salary
& Fees
Cash
Bonus
Super
Contri-
butions
Value of
Share-
based
Payments
$
$
$
Executive directors
D Hua (1)
M Fry
132,000
89,469
Other KMP
C Noid (2)
C Yu (3)
Totals
126,667
48,000
448,000
-
-
-
-
-
12,540
5,531
5,531
-
23,602
$
-
-
-
-
-
Long
Service
Leave
$
4,792
-
$
-
-
3,167
58,460
-
-
7,959
58,460
$
%
149,332
95,000
193,825
48,000
486,157
0%
0%
0%
0%
0%
(1) Dr Hua salary was suspended at end February 2021 by agreement as part of a VDM corporate initiative to preserve cash reserves.
(2) Mr Noid’s role as Construction Manager ceased effective 2 April 2021. Mr Noid was appointed a non-executive director with effect
from 1 April 2021 to retain his knowledge and experience.
(3) Chris Yu ceased engagement with VDM on 26 February 2021
9
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2022
5.
EXECUTIVE CONTRACTS
Remuneration arrangements for KMP are formalised in employment agreements. Details of these
contracts are provided below.
Executive Director
By decision of the Board, fees payable to Dr Hua under his employment agreement were suspended
with effect from end February 2021, along with fees payable to other overseas directors.
No decision has been made to reinstate payment as at the date of this report.
The effect of the agreement is that the contract under which Dr Hua is engaged remains on foot but
suspended. Under the terms of that agreement, Dr Hua was to receive fixed remuneration of
$216,810 per annum, and the termination provisions of Dr Hua’s employment contract were as
follows:
Employer-initiated
termination
Termination for
serious
misconduct
Employee-initiated
termination
Notice period Payment in lieu
of notice
6 months
6 months
None
None
3 months
3 months
Treatment of STI
on termination
Pro-rated for time
and performance
subject to Board
discretion
None
Pro-rated for time
and performance
subject to Board
discretion
Treatment of LTI
on termination
Unexercised options
expire
Unexercised options
expire
Unexercised options
expire
CFO/Company Secretary
Permanent Acting CFO/Company Secretary, Michael Fry, stepped into assist the Company when the
former Chief Financial Officer and Company Secretary resigned. Due to the limited nature of activities
of the Company in the past two years, Mr Fry has continued to assist the Company in this regard.
Mr Fry is engaged by letter agreement and is entitled to a flat fee of $6,250 per quarter (or $25,000
per annum) for CFO and company secretarial assistance. This is in addition to his role as a director
for which he receives an annual fee of $63,750 inclusive of superannuation.
6.
NON-EXECUTIVE DIRECTOR REMUNERATION ARRANGEMENTS
Remuneration policy
The Board seeks to set aggregate remuneration at a level that provides the Company with the ability
to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to
shareholders.
The amount of aggregate remuneration sought to be approved by shareholders and the fee structure
is reviewed annually against fees paid to NEDs of comparable companies.
The constitution and the ASX listing rules specify that the NED fee pool shall be determined from
time to time by a general meeting. The latest determination was at the 2010 annual general meeting
held on 19 November 2010 when shareholders approved an aggregate fee pool of $600,000 per year.
This amount includes superannuation and fees paid to directors in their capacity as members of the
Board and its committees.
The Board will not seek an increase of the NED fee pool at the 2022 Annual General Meeting.
10
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2022
Current Structure
The remuneration of NEDs consists of directors’ fees only. There are no committee fees. NEDs do
not receive retirement benefits, other than superannuation and they do not participate in any
incentive programs.
The table below provides the NED fees for the year ended 30 June 2022.
Board Chairman
Overseas Non-executive Directors
Annual NED fees
including
superannuation
$-
$-
Australian resident Non-executive Directors
$24,000
Table 3: Non-executive remuneration for the year ended 30 June 2022
Base
Salary &
Fees
Cash
Bonus
Non-
Monetary
Benefits
Super
Contri-
butions
Value of
Share-
based
Payments
Long
Service
Leave
Termination
Benefits
Total
Performance
Related
$
$
Current non-executive directors
H Luk (1)
H Guo (1)
M Guo (1)
-
-
-
-
-
-
C Noid
Totals
12,000
12,000
-
-
$
-
-
-
-
-
$
-
-
-
-
-
$
-
-
-
-
-
$
-
-
-
-
-
$
-
-
-
-
-
$
%
-
-
-
-
-
0%
0%
0%
0%
0%
(1) All non-executive director fees of overseas directors have been suspended with effect from end February 2021 as part
of a VDM corporate imitative to preserve cash reserves.
Table 4: Non-executive remuneration for the year ended 30 June 2021
Base
Salary &
Fees
Cash
Bonus
Non-
Monetary
Benefits
Super
Contri-
butions
Value of
Share-
based
Payments
Long
Service
Leave
Termination
Benefits
Total
Performance
Related
Current non-executive directors
$
$
H Luk
H Guo
Totals
65,000
-
65,000
-
-
-
$
-
-
-
$
-
-
-
$
-
-
-
$
-
-
-
$
-
-
-
$
%
65,000
-
65,000
0%
0%
0%
7.
ADDITIONAL DISCLOSURES RELATING TO OPTIONS AND SHARES
This section sets out the additional disclosures required under the Corporations Act 2001.
Table 5: Shareholdings of key management personnel (held directly and indirectly)
2022
Current directors
H Luk
D Hua (1)
H Guo
M Guo (1)
C Noid
M Fry
Balance 1 July
2021
Granted as
remuneration
Options
exercised
Net change
Other
Balance
30 June 2022
2,070,000,000
1,085,110,976
600,000,000
-
3,400,000
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,070,000,000
1,085,110,976
600,000,000
1,085,110,976
1,085,110,976
-
-
3,400,000
1,000,000
1,085,110,976
4,844,621,952
Total shareholding
3,759,510,976
(1) Each of Dr Hua and Mr Guo hold a significant shareholding interest in H&H Holdings Pty Ltd which is the registered
holder of 1,085,110,976 fully paid ordinary shares in VDM.
11
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2022
Table 6: Shareholdings of key management personnel (held directly and indirectly)
2021
Current directors
H Luk
D Hua
H Guo (1)
C Noid (2)
M Fry
Balance 1 July
2020
Granted as
remuneration
Options
exercised
Net change
Other
Balance
30 June 2021
2,070,000,000
1,085,110,976
-
-
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,070,000,000
1,085,110,976
600,000,000
600,000,000
3,400,000
-
-
3,400,000
1,000,000
3,759,510,976
Total shareholding
3,156,110,976
Table 7: Compensation options granted to key management personnel
2022
Other KMP
C Yu
Totals
Balance 1 July
2021
Granted as
remuneration
Options
exercised
Net change
Other
Balance
30 June 2022
52,000,000
52,000,000
-
-
-
-
(52,000,000)
(52,000,000)
-
-
Table 8: Compensation options granted to key management personnel
2021
Other KMP
C Yu
Totals
Option holdings of KMP
Balance 1 July
2020
Granted as
remuneration
Options
exercised
Net change
Other
Balance
30 June 2021
52,000,000
52,000,000
-
-
-
-
-
-
52,000,000
52,000,000
On the 19 July 2018 Dr Chris Yu was granted 52,000,000 share options with an exercise price of 1.6
cents and an expiry of 31 July 2021, valued at $104,000. The options subsequently expired on 31
July 2021.
Performance rights holdings of KMP
There were no performance rights granted to KMP during the year ended 30 June 2022 (2021: nil).
There were no performance rights held by KMP as at 30 June 2022 (2021: nil).
8.
LOANS TO KEY MANAGEMENT PERSONNEL
There were no loans granted to KMP’s during the year ended 30 June 2022 (2021: nil).
9.
OTHER TRANSACTIONS AND BALANCES WITH KEY MANAGEMENT PERSONNEL AND
THEIR RELATED ENTITIES
(a) Details, terms and conditions of other transactions with KMP and their related parties
Luk Hiuming
During the 2022 year, VDM paid $nil (2021 year: $43,333) to Mr Luk with respect to directors’ fees.
Kengkong
On 27 January 2016, VDM entered into a Framework Loan Agreement (“FLA”) with its largest
shareholder, Australia Kengkong Investments Co Pty Ltd (“Kengkong”). At 30 June 2022, the balance
of the loan was $11,176,695 (2021: $10,186,456). During the period, Kengkong had no further
advances to VDM under the terms of a FLA. The FLA contemplates the parties entering into a secured
one-year 6% loan facility that will incorporate the FLA liabilities. Until that occurs, the FLA advances
plus interest accrued at 6% per annum are immediately repayable in the denominated currency when
demanded by Kengkong. VDM’s Non-executive Chairman Mr Luk controls Kengkong, refer to note
18 for full detailed disclosure on outstanding balance.
12
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2022
(b) Amounts recognised at the reporting date in relation to the other transactions:
Statement of Comprehensive Income
Interest expense (i)
Total finance costs
2022
$’000
610
610
2021
$’000
474
474
Current Liabilities
Interest-bearing loans and other borrowings (ii)
Total liabilities
11,177
11,177
10,186
10,186
Notes:
(i) Interest expense on Kengkong shareholder loan (6% per annum).
(ii) Shareholder loan due to Kengkong inclusive of accrued interest
This report is made in accordance with a resolution of the directors.
Mr Michael Fry
Director
30 September 2022
13
To the Board of Directors
AUDITOR’S
CORPORATIONS ACT 2001
INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
As lead audit director for the audit of the financial statements of VDM Group Limited for the financial period
ended 30 June 2022, I declare that to the best of my knowledge and belief, there have been no contraventions
of:
•
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
• any applicable code of professional conduct in relation to the audit.
Yours Faithfully,
HALL CHADWICK AUDIT (WA) PTY LTD
ABN 42 163 529 682
MICHAEL HILLGROVE CA
Director
Dated this 30th day of September 2022
Perth, Western Australia
VDM GROUP LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Note
2022
$000
2021
$000
Continuing operations
Revenue
Expenses
Employee benefits expense
Occupancy related expenses
Depreciation and amortisation
Legal expenses
Impairment
Finance costs
Other expenses
Total expenses
Loss on sale of assets
Other income and expenses
Loss from continuing operations before income
tax
5
6a
6b
6c
6d
6e
1
539
(144)
(8)
(1)
13
641
(610)
(603)
(548)
(41)
(2)
6
-
(475)
(397)
(712)
(1,457)
-
-
(13)
(13)
(711)
(931)
Income tax expense
8
-
-
Loss from continuing operations after income
tax
(711)
(931)
Discontinued operations
Profit from discontinued operations after income tax
7
(1)
4
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Total comprehensive loss for the period is attributed
to:
Owners of the parent
(712)
(927)
-
-
(712)
(927)
(712)
(712)
(927)
(927)
Loss per share
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
Loss per share from continuing operations
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
9
9
9
9
(0.01)
(0.01)
(0.02)
(0.02)
The accompanying notes form part of these financial statements.
(0.01)
(0.01)
(0.01)
(0.01)
15
VDM GROUP LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note
2022
$000
2021
$000
ASSETS
Current assets
Cash and cash equivalents
Security deposits
Trade and other receivables
Assets held for sale
Other assets
Total current assets
Non-current assets
Exploration and evaluation assets
Development properties
Property, plant and equipment
Investment property
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
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Share options reserve
Equity reserve
Accumulated losses
Total equity
11
12
13
14
15
16
17
18
19
20
21
22
22
23
24
24
24
1,127
1,633
20
14
1,215
3
20
25
-
-
2,379
1,678
13,622
13,622
996
3
-
996
4
579
14,621
17,000
15,201
16,879
5,251
11,177
226
5,320
10,186
316
16,654
15,822
1
1
-
-
16,655
345
15,822
1,057
297,360
297,360
35
457
35
457
(297,507)
(296,775)
345
1,057
The accompanying notes form part of these financial statements.
16
VDM GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
GST refunded
Note
2022
$000
2021
$000
4
88
(545)
(1,133)
1
34
13
48
Net cash flows used in operating activities
25
(506)
(984)
Cash flows from investing activities
(Investment in) release from security deposit
Proceeds from sale of property, plant and equipment
Net cash flows from investing activities
Cash flows from financing activities
Repayment of borrowings
Proceeds from issue of shares
Transaction costs on issue of shares
Net cash flows from financing activities
-
-
-
-
-
-
-
19
-
19
-
-
-
-
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
11
(506)
1,633
1,127
(965)
2,598
1,633
The accompanying notes form part of these financial statements.
17
VDM GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
CONSOIDATED STATEMENT OF CHANGES IN EQUITY
Issued
Capital
Ordinary
$000
Accumulated
Losses
$000
Equity
reserve
$000
Share
options
reserve
$000
Total
$000
Balance at 1 July 2021
297,360
(296,795)
457
35
1,057
Comprehensive loss for the year
Total comprehensive loss for
the year
Transactions with owners in
their capacity as owners
Share Issue
Share based payments
Capital raising costs
-
-
-
-
-
(712)
(712)
-
-
-
-
-
-
-
-
-
-
-
-
-
(712)
(712)
-
-
-
Balance at 30 June 2022
297,360
(297,507)
457
35
345
Balance at 1 July 2020
297,360
(295,868)
457
35
1,954
Comprehensive loss for the year
Total comprehensive loss for
the year
Transactions with owners in
their capacity as owners
Share Issue
Share based payments
Capital raising costs
-
-
-
-
-
(927)
(927)
-
-
-
-
-
-
-
-
-
-
-
-
-
(927)
(927)
-
-
-
Balance at 30 June 2021
297,360
(296,795)
457
35
1,057
The accompanying notes form part of these financial statements.
18
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
1. CORPORATE INFORMATION ....................................................................................... 20
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES .................................................... 20
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS ................... 32
4. SEGMENT INFORMATION .......................................................................................... 33
5. REVENUE ................................................................................................................ 34
EXPENSES ............................................................................................................... 35
6.
7. DISCONTINUED OPERATIONS .................................................................................... 35
INCOME TAX ........................................................................................................... 36
8.
LOSS PER SHARE ..................................................................................................... 37
9.
10. DIVIDENDS PROPOSED AND PAID .............................................................................. 38
11. CASH AND CASH EQUIVALENTS ................................................................................. 38
12. SECURITY DEPOSITS ................................................................................................ 38
13. TRADE AND OTHER RECEIVABLES .............................................................................. 39
14. ASSETS HELD FOR SALE ........................................................................................... 40
15. OTHER CURRENT ASSETS ......................................................................................... 40
16. EXPLORATION AND EVALUATION ASSETS ................................................................... 40
17. DEVELOPMENT PROPERTIES ...................................................................................... 41
18. PROPERTY, PLANT AND EQUIPMENT ........................................................................... 42
19. INVESTMENT PROPERTIES ........................................................................................ 42
20. TRADE AND OTHER PAYABLES ................................................................................... 43
21. INTEREST BEARING LOANS AND OTHER BORROWINGS ................................................ 43
22. PROVISIONS ........................................................................................................... 44
23. CONTRIBUTED EQUITY ............................................................................................. 45
24. ACCUMULATED LOSSES AND RESERVES ..................................................................... 46
25. CASHFLOW STATEMENT INFORMATION ...................................................................... 46
26. RELATED PARTY DISCLOSURE ................................................................................... 47
27. FINANCIAL ASSETS AND FINANCIAL LIABILITIES ......................................................... 47
28. PARENT ENTITY INFORMATION .................................................................................. 51
29. COMMITMENTS ........................................................................................................ 52
30. EVENTS AFTER THE REPORTING PERIOD..................................................................... 52
31. AUDITOR’S REMUNERATION ...................................................................................... 52
32. CLOSED GROUP CLASS ORDER DISCLOSURES ............................................................. 53
19
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
1.
CORPORATE INFORMATION
The consolidated financial statements of VDM Group Limited and its controlled entities (“VDM” or the
“Group”) for the year ended 30 June 2022 were authorised for issue in accordance with a resolution
of the directors on 30 September 2022.
VDM Group Limited is a for-profit company limited by shares incorporated and domiciled in Australia
whose shares are publicly traded on the Australian Securities Exchange.
VDM’s business activities during the year principally related to:
•
•
the Cachoeiras do Binga copper project located in the Republic of Angola (Cachoeiras do Binga)
supported by VDM’s project partners and the Government of Angola; and
the Cage Bengo Project located in the Republic of Angola (Cage Bengo) supported by VDM’s
project partners and the Government of Angola;
VDM is no longer investigating other project opportunities connected with VDM’s historical
Construction and Trading divisions.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of preparation
The financial report is a general purpose financial report, which 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. The financial report
has also been prepared on the historical cost basis.
The financial report is presented in Australian dollars and all values are rounded to the nearest
thousand dollars ($’000) unless otherwise stated.
The consolidated financial statements provide comparative information in respect of the previous
year.
b) Compliance with IFRS
The financial report complies with Australian Accounting Standards and International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
c) Adoption of New and Revised Standards
Standards and Interpretations applicable to 30 June 2022
In the year ended 30 June 2022, the Directors have reviewed all of the new and revised Standards
and Interpretations issued by the AASB that are relevant to the Company and effective for the current
annual reporting period, with none having any impact on the Company.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but
are not yet mandatory, have not been early adopted by the Group for the annual reporting period
ended 30 June 2022.
d) Going concern
VDM incurred a net loss after tax for the year ended 30 June 2022 of $712,000 (2021: $927,000).
Net cash flows used in operating activities were $506,000 (2021: $984,000). At 30 June 2022, VDM
had net current liabilities of $14,275,000 (30 June 2021: $14,144,000). The cash position of VDM
at 30 June 2022 was $1,127,000 (30 June 2021: $1,633,000) with a further $20,000 of security
deposits (30 June 2021: $20,000).
VDM will require further capital funding:
•
for general corporate working capital including trade and other payables, and provisions that
become due (refer to notes 20 and 22);
to progress its business strategy including the Cachoeiras do Binga and Cage Bengo Gold
exploration program;
to pursue other business growth opportunities; and
to settle shareholder loans once called (refer to note 21).
•
•
•
This report has been prepared on the going concern basis, which contemplates the continuity of
normal business activity and the realisation of assets and settlement of liabilities in the normal course
of business.
20
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
In forming this view, the directors have taken into consideration that the Group expects:
•
to undertake future capital raisings sufficient to meet the above noted funding requirements and
the Group is consulting with potential sophisticated investors in this regard. The directors are
confident in raising the required funds successfully based on the past and recent capital raised;
• VDM’s largest shareholder, Australia Kengkong Investments Co Pty Ltd will not demand
repayment of amounts due under the FLA within the next twelve months from the date of signing
this report, confirmation of which has been received;
• VDM holds an investment property that has a book value of $1.215 million that is expected to be
sold within the next twelve months; and
• a Cachoeiras do Binga joint venture partner will not demand repayment of the outstanding creditor
balance detailed in note 17 until the Group’s next significant capital raising or when the Group’s
financial status has a significant improvement, confirmation of which has been received.
Based on the above, the directors have prepared cashflow forecasts that indicate the Group will be
cash flow positive for the next twelve months from the date of signing this report
Should VDM not achieve the matters set out above, there is material uncertainty as to whether VDM
will continue as a going concern and therefore whether it will realise its assets and extinguish its
liabilities in the normal course of business and at the amounts stated in the financial report. The
financial report does not include any adjustment relating to the recoverability or classification of
recorded asset amounts or to the amounts or classifications of liabilities that may be necessary
should VDM not be able to continue as a going concern.
e) Basis of consolidation
The consolidated financial statements comprise the financial statements of VDM Limited and its
subsidiaries as at 30 June 2022. Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee. Specifically, the Group controls an investee if and only if the
Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
• Exposure, or rights, to variable returns from its involvement with the investee; and
• The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights results in control. To support this
presumption, and when the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in assessing whether it has power
over an investee, including:
• The contractual arrangement(s) with the other vote holders of the investee;
• Rights arising from other contractual arrangements; and
• The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the subsidiary and ceases when the Group loses control
of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity
holders of the parent of the Group and to the non-controlling interests, even if this results in the
non-controlling interests having a deficit balance. When necessary, adjustments are made to the
financial statements of subsidiaries to bring their accounting policies into line with the Group’s
accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it derecognises the related assets
(including goodwill), liabilities, non-controlling interest and other components of equity while any
resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair
value.
21
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
f) Business Combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred measured at acquisition date fair value and
the amount of any non-controlling interests in the acquiree. For each business combination, the Group
elects whether to measure the non-controlling interests in the acquiree at fair value or at the
proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as
incurred and included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, any previously held equity interest is remeasured at
its acquisition date fair value and any resulting gain or loss is recognised in profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument
and within the scope of AASB 9 Financial Instruments, is measured at fair value with changes in fair
value recognised either in profit or loss. If the contingent consideration is not within the scope of AASB
9, it is measured in accordance with the appropriate Australian Accounting Standard. Contingent
consideration that is classified as equity is not remeasured and subsequent settlement is accounted for
within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred
and the amount recognised for non-controlling interests, and any previous interest held, over the net
identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess
of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all
of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the
amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the
fair value of net assets acquired over the aggregate consideration transferred, then the gain is
recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of the Group’s cash-generating units that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit
is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of
the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances
is measured based on the relative values of the disposed operation and the portion of the cash-
generating unit retained.
g) Joint arrangements
The Group undertakes certain business activities through joint arrangements. A joint arrangement is
an arrangement over which two or more parties have joint control. Joint control is the contractually
agreed sharing of control over an arrangement which exists only when the decisions about the relevant
activities (being those that significantly affect the returns of the arrangement) require the unanimous
consent of the parties sharing control. The Group’s joint arrangements are of two types, either:
i.
ii.
joint operations; or
joint ventures.
A joint operation is a type of joint arrangement in which the parties with joint control of the arrangement
have rights to the assets and obligations for the liabilities relating to the arrangement. In relation to its
interests in joint operations, the financial statements of the Group includes:
liabilities, including its share of any liabilities incurred jointly;
• assets, including its share of any assets held jointly;
•
• revenue from the sale of its share of the output arising from the joint operation;
• share of the revenue from the sale of the output by the joint operation; and
• expenses, including its share of any expenses incurred jointly.
All such amounts are measured in accordance with the terms of each arrangement which are in
proportion to the Group’s interest in the joint operation.
22
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
A joint venture is a type of joint arrangement in which the parties with joint control of the arrangement
have rights to the net assets of the arrangement. Investments in joint ventures are accounted for using
the equity method.
h) Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee but is not control
or joint control over those policies.
The Group’s investments in associates and joint ventures are accounted for using the equity method.
Under the equity method, the investment in an associate or a joint venture is initially recognised at
cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share
of net assets of the associate or joint venture since the acquisition date. Goodwill relating to the
associate or joint venture is included in the carrying amount of the investment and is neither
amortised nor individually tested for impairment.
The statement of profit or loss reflects the Group’s share of the results of operations of the associate
or joint venture. Any change in OCI of those investees is presented as part of the Group’s OCI. In
addition, when there has been a change recognised directly in the equity of the associate or joint
venture, the Group recognises its share of any changes, when applicable, in the statement of changes
in equity. Unrealised gains and losses resulting from transactions between the Group and the
associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.
The aggregate of the Group’s share of profit or loss of associates and joint ventures is shown on the
face of the statement of profit or loss outside operating profit and represents profit or loss after tax
and non-controlling interests in the subsidiaries of the associate or joint venture.
The financial statements of the associates and joint ventures are prepared for the same reporting
period as the Group. When necessary, adjustments are made to bring the accounting policies in line
with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise
an impairment loss on its investments in associates or joint ventures. At each reporting date, the
Group determines whether there is objective evidence that the investment in the associates or joint
ventures is impaired. If there is such evidence, the Group calculates the amount of impairment as
the difference between the recoverable amount of the associate or joint venture and it’s carrying
value, then recognizes the loss as ‘Share of profit of associates and joint ventures’ in the statement
of profit or loss.
Upon loss of significant influence over the associates or joint control over the joint ventures, the
Group measures and recognises any retained investment at its fair value. Any difference between
the carrying amount of the associate or joint venture upon loss of significant influence or joint control
and the fair value of the retained investment and proceeds from disposal is recognised in profit or
loss.
i) Current versus non-current classification
The Group presents assets and liabilities in statement of financial position based on current/ non-current
classification.
An asset is current when it is:
• expected to be realised or intended to be sold or consumed in normal operating cycle;
• held primarily for the purposes of trading;
• expected to be realised within twelve months after the reporting period; or
• cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
•
•
•
•
it is expected to be settled in normal operating cycle;
it is held primarily for the purpose of trading;
it is due to be settled within twelve months after the reporting period; or
there is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.
The Group classifies all other liabilities as non-current. Deferred tax asset and liabilities are classified as
non-current assets and liabilities.
23
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
j) Foreign currency translation
The Group’s consolidated financial statements are presented in Australian dollars, which is also the
Parent’s functional currency. For each entity, the Group determines the functional currency and items
included in the financial statements of each entity are measured using that functional currency. The
Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss
that is reclassified to profit or loss reflects the amount that arises from using this method.
Transactions and balances in foreign currencies
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective
functional currency spot rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency spot rates of exchange at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or loss with
the exception of monetary items that are designated as part of the hedge of the Group’s net investment
of a foreign operation. These are recognised in other comprehensive income until the net investment is
disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges and
credits attributable to exchange differences on those monetary items are also recorded in other
comprehensive income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair
value in a foreign currency are translated using the exchange rates at the date when the fair value is
determined. The gain or loss arising on translation of non-monetary items measured at fair value is
treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation
differences on items whose fair value gain or loss is recognised in other comprehensive income or profit
or loss are also recognised in other comprehensive income or profit or loss, respectively).
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into Australian dollars at
the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated
at exchange rates prevailing at the dates of the transactions. The exchange differences arising on
translation for consolidation purposes are recognised in other comprehensive income. On disposal of a
foreign operation, the component of other comprehensive income relating to that particular foreign
operation is recognised in profit or loss.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities
of the foreign operation and translated at the spot rate of exchange at the reporting date.
k) Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue from contracts with customers is recognised at an amount that reflects the consideration
to which the Group expects to be entitled in exchange for the provision of services or for the
transferring of goods to a customer (the performance obligations) under a contract. For each contract
with a customer, the Group: identifies the contract with the customer; identifies the performance
obligations in the contract ; determines the transaction price which takes into account estimates of
variable consideration and the time value of money; allocates the transaction price to the separate
performance obligations on the basis of the relative stand-alone selling price of each distinct good or
service to be delivered; and recognises revenue when or as each performance obligation is satisfied
in a manner that depicts the transfer to the customer of the goods and services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the
customer such as discounts, and any other contingent parts. Such estimates are determined using
‘the most likely amount’ method. The measurement of variable consideration is subject to a
constraining principle whereby revenue will only be recognised to the extent that it is highly probable
that a significant reversal in the amount of cumulative revenue recognised will not occur. The
measurement constraint continues until the uncertainty associated with the variable consideration is
subsequently resolved.
Revenue from contracts with customers is derived from the major business activities as follows.
Sale of development properties
Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to
the buyer and the cost incurred or to be incurred in respect of the transaction can be measured reliably.
Transfer of the risks and rewards of ownership coincides with the transfer of the legal title.
24
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Construction and infrastructure development projects
Revenue from construction and infrastructure development projects is recognised in the financial year
in which the activities are performed on a percentage of completion method or, where an independent
third party provides an estimate of the stage of works completed, based on the independent third-party
assessment. Where the percentage to complete method is used, it is based on the cost incurred to date
over anticipated total contract costs.
Where it is probable that total contract costs will exceed total contract revenue for a contract, the excess
of costs over revenue is recognised as an expense immediately. Where the contract outcome cannot be
measured reliably, revenue is recognised only to the extent expenses recognised are recoverable.
Rendering of services
Revenue from consulting services is recognised by reference to the stage of completion of a contract or
contracts in progress at balance sheet date or at the time of completion of the contract and billing to the
customer. Stage of completion is assessed by reference to the work performed.
Where the contract outcome cannot be measured reliably, revenue is recognised only to the extent
expenses recognised are recoverable.
Other Revenue
Other types of income are recognised as follows.
Interest
Interest revenue 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.
Dividends
Dividend revenue is recognised when the shareholders’ right to receive the payment is established.
Rental income
Rental income from investment properties is accounted for on a straight-line basis over the lease term.
Contingent rental income is recognised as income in the periods in which it is earned. Lease incentives
granted are recognised as an integral part of the total rental income.
Other income
Other income is generally recognised as received, or when the right to receive the payment has been
established.
l) Income tax and other taxes
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 based on the current period’s taxable income.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted by the balance sheet date.
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred
income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; or
• when the taxable temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled
and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences and the carry-forward of unused tax credits
and unused tax losses can be utilised, except:
• when the deferred income tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
• when the deductible temporary difference is associated with investments in subsidiaries, associates
or interests in joint ventures, in which case a deferred tax asset is recognised only to the extent that
it is probable that the temporary difference will reverse in the foreseeable future and taxable profit
will be available against which the temporary difference can be utilised.
25
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or
part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised
to the extent that it has become probable that future taxable profit will allow the deferred tax asset to
be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the balance sheet date.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set
off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to
the same taxable entity and the same taxation authority.
Tax consolidation legislation
VDM Group Limited and its wholly-owned Australian controlled entities implemented the tax
consolidation legislation as of 1 July 2004.
VDM Group Limited and the controlled entities in the tax consolidated group continue to account for their
own current and deferred tax amounts. VDM Group has applied the group allocation approach in
determining the appropriate amount of current taxes and deferred taxes to allocate to members of the
tax consolidated group.
In addition to its own current and deferred tax amounts, VDM Group Limited also recognises the current
tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax
credits assumed from controlled entities in the tax consolidated group.
Assets and liabilities arising under tax funding agreements with the tax consolidated entities are
recognised as amounts receivable from or payable to other entities in VDM Group. Details of the tax
funding agreement are disclosed in note 7.
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
• when the GST incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as
part of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
•
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the balance sheet.
Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash
flows arising from investing and financing activities, which is recoverable from, or payable to, the
taxation authority is classified as part of operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable
to, the taxation authority.
m) Non-current assets and disposal groups held for sale
Non-current assets and disposal groups are classified as held for sale and measured at the lower of their
carrying amount and fair value less costs to sell if their carrying amount will be recovered principally
through a sale transaction rather than through continuing use. For an asset or disposal group to be
classified as held for sale, it must be available for immediate sale in its present condition and its sale
must be highly probable. Once classified as held for sale, they are not depreciated or amortised.
An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group)
to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs
to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously
recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or
disposal group) is recognised at the date of derecognition.
26
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
n) Property, plant and equipment
Property, plant and equipment is stated at historic cost less accumulated depreciation and any
accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for
capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection
is performed, its cost is recognised in the carrying amount of the plant and equipment as a
replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised
in profit or loss as incurred.
Depreciation is calculated on a straight-line and diminishing balance method over the estimated
useful life of over 3 to 15 years for its plant and equipment.
The assets’ residual values, useful lives and amortisation methods are reviewed and adjusted if
appropriate, at each financial year end.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the item) is
included in the income statement in the period the item is derecognised.
o) Investment property
Investment property which comprised of freehold residential property is held to generate long-term
rental yields. It is stated at historic cost less accumulated depreciation and any accumulated
impairment losses.
p) Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the
arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the
arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right
to use the asset or assets, even if that right is not explicitly specified in an arrangement.
Group as a lessee
At the inception of a contract, the Group assesses if the contract contains or is a lease. If there is a
lease present, a right-of-use-asset and a corresponding liability are recognised by the Group where
the Group is a lessee. However, all contracts that are classified as short-term leases (ie with a
remaining lease term of 12 months or less) and leases of low-value assets are recognised as an
operating expense on a straight line over the term of the lease.
Initially the lease is measured at the present value of the lease payments still to be paid at the
commencement date. The lease payments are discounted at the interest rate implicit in the lease. If
this rate cannot be readily determined, the Group uses the incremental borrowing rate.
Lease payments included in the measurement of the lease liability are as follows:
•
•
•
•
•
fixed lease payments less any lease incentives;
variable lease payments that depend on an index or rate, initially measured using the index or
rate at the commencement date;
the amount expected to be payable by the lessee under residual value guarantees;
the exercise price of purchase options, if the lessee is reasonably certain to exercise the
options; and
payments of penalties for terminating the lease, if the lease term reflects the exercise of an
option to terminate the lease.
The right-of-use-assets comprise the initial measurement of the corresponding lease liability, any
lease payments made at or before the commencement date and any indirect costs. The subsequent
measurement of the right-of-use assets is at cost less accumulated depreciation and impairment
losses.
Right-of-use-assets are depreciated over the lease term or useful life of the underlying asset,
whichever is the shortest.
Group as a lessor
Upon entering into each contract as a lessor, the Group assesses if the lease is a finance or operating
lease.
A contract is classified as a finance lease when the terms of the lease transfer substantially all the
risks and rewards of ownership of the lessee. All other leases not within this definition are classified
as operating leases.
27
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Rental income received from operating leases is recognised on a straight-line basis over the term of
the specific lease.
Initial indirect costs incurred in entering into an operating lease (for example, legal cost, costs to set
up equipment) are included in the carrying amount of the leased asset and recognised as an expense
on a straight-line basis over the lease term.
Rental income due under finance leases are recognised as receivables at the amount of the Group’s
net investment in the leases.
When a contract is determined to include lease and non-lease components, the Group applies AASB
15 to allocate the consideration under the contract to each component.
q) Financial instruments
Financial instruments - assets
a. Classification
From 1 January 2018, the Group classifies its financial assets in the following measurement
categories:
•
those to be measured subsequently at fair value (either through OCI or through profit or
loss), and
those to be measured at amortised cost.
•
The classification depends on the entity’s business model for managing the financial assets and
the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or
OCI. For investments in equity instruments that are not held for trading, this will depend on
whether the Group has made an irrevocable election at the time of initial recognition to account
for the equity investment at fair value through other comprehensive income (FVOCI).
The Group reclassifies debt investments when and only when its business model for managing
those assets changes.
b. Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on
which the Group commits to purchase or sell the asset. Financial assets are derecognised when
the rights to receive cash flows from the financial assets have expired or have been transferred
and the Group has transferred substantially all the risks and rewards of ownership.
c. Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried
at FVTPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest.
i. Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for
managing the asset and the cash flow characteristics of the asset. There are three
measurement categories into which the Group classifies its debt instruments:
•
•
Amortised cost: Assets that are held for collection of contractual cash flows where those
cash flows represent solely payments of principal and interest are measured at
amortised cost. Interest income from these financial assets is included in finance income
using the effective interest rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other gains/(losses) together with
foreign exchange gains and losses. Impairment losses are presented as separate line
item in the statement of profit or loss.
FVOCI: Assets that are held for collection of contractual cash flows and for selling the
financial assets, where the assets’ cash flows represent solely payments of principal and
interest, are measured at FVOCI. Movements in the carrying amount are taken through
OCI, except for the recognition of impairment gains or losses, interest income and
foreign exchange gains and losses which are recognised in profit or loss. When the
financial asset is derecognised, the cumulative gain or loss previously recognised in OCI
is reclassified from equity to profit or loss and recognised in other gains/(losses).
Interest income from these financial assets is included in finance income using the
28
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
•
effective interest rate method. Foreign exchange gains and losses are presented in other
gains/(losses) and impairment expenses are presented as separate line item in the
statement of profit or loss.
FVTPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured
at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL
is recognised in profit or loss and presented net within other gains/(losses) in the period
in which it arises.
ii. Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s
management has elected to present fair value gains and losses on equity investments in OCI,
there is no subsequent reclassification of fair value gains and losses to profit or loss following
the derecognition of the investment. Dividends from such investments continue to be
recognised in profit or loss as other income when the Group’s right to receive payments is
established.
Changes in the fair value of financial assets at FVTPL are recognised in other gains/(losses)
in the statement of profit or loss as applicable. Impairment losses (and reversal of
impairment losses) on equity investments measured at FVOCI are not reported separately
from other changes in fair value.
d. Impairment
From 1 January 2018, the Group assesses on a forward-looking basis, the expected credit losses
associated with its debt instruments carried at amortised cost and FVOCI. The impairment
methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by AASB 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables.
Financial instruments - liabilities
a. Classification
From 1 January 2018, the Group classifies its financial liabilities in the following measurement
categories:
•
•
those to be measured subsequently at FVTPL, and
those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial liabilities
and the contractual terms of the cash flows.
For financial liabilities measured at FVTPL, gains and losses, including any interest expenses will
be recorded in profit or loss. Other financial liabilities are subsequently measured at amortised
cost using the effective interest method. Interest expense and foreign exchange gains and
losses are recognised in profit or loss. Any gain or loss on derecognition is also recognized in
profit or loss.
For financial liabilities measured at amortised cost, the effective interest method is a method of
calculating the amortised cost of a financial liability and of allocating interest expense over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future
cash payments (including all fees and points paid or received that form an integral part of the
effective interest rate, transaction costs and other premiums or discounts) through the expected
life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a
financial liability.
b. Recognition and derecognition
Regular way purchases of financial liabilities are recognised on trade-date, the date on which
the Group commits to purchase the financial liability. Financial liabilities are derecognised when
the Group’s obligations are discharged, cancelled or have expired. The difference between the
carrying amount of the financial liabilities derecognised and the consideration paid and payable
is recognised in profit or loss.
c. Measurement
At initial recognition, the Group measures financial liabilities at its fair value plus, in the case of
financial liabilities not at fair value through profit or loss (FVTPL), transaction costs that are
directly attributable to the acquisition of the financial liabilities. Transaction costs of financial
liabilities carried at FVTPL are expensed in profit or loss.
29
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
r) Development properties
Inventories and development properties are measured at the lower of cost or net realisable value. Net
realisable value is the estimated selling price in the ordinary course of business, less the estimated costs
of completion and the estimated costs necessary to make the sale. Where held at cost, cost comprises
all costs of purchase, cost of conversion and costs incurred bringing the inventories or development
properties to their present location or condition. Inventory is measured on a first in, first out basis.
s) Exploration and evaluation expenditure
Expenditure on acquisition, exploration and evaluation of mineral resources relating to an area of interest
is partially or fully capitalised, and recognised as an exploration and evaluation asset where rights to
tenure of the area of interest are current and;
i.
it is expected that expenditure will be recouped through successful development and exploitation
of the area of interest or alternatively by its sale and/or;
ii. exploration and evaluation activities are continuing in an area of interest but at reporting date
have not yet reached a stage which permits a reasonable assessment of the existence or
otherwise of economically recoverable reserves.
An area of interest refers to an individual geological area whereby the presence of a mineral deposit is
considered favorable or has been proved to exist. It is common for an area of interest to contract in
size progressively, as exploration and evaluation lead towards identification of a mineral deposit, which
may prove to contain economically recoverable reserves. When this happens during the exploration for
and evaluation of mineral resources, exploration and evaluation expenditures are still included in the
cost of the exploration and evaluation asset notwithstanding that the size of the area of interest may
contract as the exploration and evaluation operations progress. In most cases, an area of interest will
comprise a single mine or deposit.
Impairment
The carrying value of exploration and evaluation assets are assessed for impairment regularly and if
information becomes available suggesting that the recovery of any of the assets is unlikely or that the
Group no longer holds tenure, the relevant asset amount is written off to the profit or loss in the period
when the new information becomes available.
Exploration and evaluation assets are disclosed in note 16.
t) Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be
impaired. If any indication exists, or when annual impairment testing for an asset is required, the
Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an
asset’s or cash-generating unit’s (CGU’s) fair value less costs of disposal and its value in use.
Recoverable amount is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or groups of assets. When the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. In determining fair value less costs of disposal, recent market transactions
are taken into account. If no such transactions can be identified, an appropriate valuation model is
used. These calculations are corroborated by valuation multiples, quoted share prices for publicly
traded companies or other available fair value indicators.
Impairment losses of continuing operations, including impairment on inventories, are recognised in
the statement of profit or loss in expense categories consistent with the function of the impaired
asset, except for properties previously revalued with the revaluation taken to OCI. For such
properties, the impairment is recognised in OCI up to the amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether
there is an indication that previously recognised impairment losses no longer exist or have decreased.
If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously
recognised impairment loss is reversed only if there has been a change in the assumptions used to
determine the asset’s recoverable amount since the last impairment loss was recognised. The
reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount,
nor exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years. Such reversal is recognised in the
30
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal
is treated as a revaluation increase.
Goodwill is tested for impairment annually as at 30 June and when circumstances indicate that the
carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable
amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount
of the CGU is less than its carrying amount, an impairment loss is recognised in the statement of
profit or loss. Impairment losses relating to goodwill cannot be reversed in future periods.
Intangible assets with indefinite useful lives are tested for impairment annually as at 30 June at the
CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.
u) Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and security deposits
with an original maturity of three months or less that are readily convertible to cash and which are
subject to an insignificant risk of changes in value.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts. Bank overdrafts are included within
interest bearing loans and borrowings in current liabilities on the balance sheet.
v) Earnings per share
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to
exclude any costs of servicing equity (other than dividends), divided by the weighted average number
of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted
for:
• Costs of servicing equity (other than dividends);
• The after tax effect of dividends and interest associated with dilutive potential ordinary shares
that have been recognised as expenses; and
• Other non-discretionary changes in revenues or expenses during the period that would result from
the dilution of potential ordinary shares.
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares,
adjusted for any bonus element.
w) Provisions and employee benefits
Provisions are recognised when the has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance
contract, the reimbursement is recognised as a separate asset but only when the reimbursement is
virtually certain. The expense relating to any provision is presented in the income statement net of any
reimbursement.
Provisions are measured at the present value of management's best estimate of the expenditure
required to settle the present obligation at the balance sheet date using a discounted cash flow
methodology. If the effect of the time value of money is material, provisions are discounted using a
current pre-tax rate that reflects the time value of money and the risks specific to the liability. The
increase in the provision resulting from the passage of time is recognised in finance costs.
Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick
leave due to be settled within 12 months of the reporting date are recognised in respect of employees’
services up to the reporting date. They are measured at the amounts expected to be paid when the
liabilities are settled. Expenses for non-accumulating sick leave are recognised when the leave is taken
and are measured at the rates paid or payable. Where a period end falls between pay dates an accrual
is raised for any unpaid wages and salaries at the period end.
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as
the present value of expected future payments to be made in respect of services provided by employees
up to the reporting date using the projected unit credit method. Consideration is given to expected
future wage and salary levels, experience of employee departures, and periods of service. Expected
future payments are discounted using market yields at the reporting date on high quality corporate
bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.
31
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Equity-settled contributions
Share-based payments to employees are measured at the fair value of the instruments at grant date
and amortised over the vesting periods. The corresponding amounts are recognised in the option reserve
and statement of profit or loss and other comprehensive income respectively. The fair value of the
options is determined using the Black-Scholes pricing model.
3.
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 on other
various factors it believes to be reasonable under the circumstances, the result of which form the basis
of the carrying value of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions and conditions.
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.
Further details of the nature of these assumptions and conditions may be found in the relevant notes to
the financial statements.
a) Impairment of non-financial assets
Management assesses impairment of all non-financial assets at each reporting date by evaluating
conditions specific to the Group and to the particular asset that may lead to impairment.
b) Estimation of useful lives of assets
The estimation of the useful lives of assets has been based on historical experience as well as
manufacturers’ warranties (for plant and equipment) and lease terms (for lease equipment). In addition,
the condition of the assets is assessed at least once per year and considered against remaining useful
life. Adjustments to useful lives are made when considered necessary.
c) Accounting for outstanding litigations
Where the Group is involved with outstanding litigation, provisions are raised where claims against the
Group are probable and are able to be measured, at the best estimate of the expenditure required to
settle the obligation at the reporting date. Where claims are not able to be reliably measured or are
subject to future events not wholly within control of the Group.
d) Construction warranties
In determining the level of warranty obligations required for construction contracts, VDM has made
judgments in respect of the expected performance of the product and the costs of fulfilling the
performance of the construction obligations. Historical experience and current knowledge of the
performance of products has been used in determining this provision. The related carrying amounts
are disclosed in note 19.
e) Other construction contract obligations
In determining the level of other construction contract obligations VDM has made judgments in
respect of the expected amount of costs, other than warranty costs, that may be incurred in relation
to completed construction contracts. Historical experience and current knowledge of the construction
contracts and subcontracts has been used in determining this provision. The related carrying amounts
are disclosed in note 19.
f) Net realisable value of development properties
In determining the value at which the development properties is likely to be sold for, management
has made judgments in respect of the estimated selling price in the ordinary course of business,
benchmarked to available market data less the estimated costs necessary to make the sale and the
expected timing in which the sale will take place.
g) Joint arrangements
Judgement is required to determine when the Group has joint control, which requires an assessment
of the relevant activities and when the decisions in relation to those activities require unanimous
32
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
consent. The Group has determined that the relevant activities for its joint arrangements relate to
the operating and capital decisions of the arrangement, such as: the approval of the capital
expenditure program for each year, and appointing, remunerating and terminating the key
management personnel of, or service providers to, the joint arrangement. The considerations made
in determining joint control are similar to those necessary to determine control over subsidiaries.
Judgement is also required to classify a joint arrangement as either a joint operation or joint venture.
Classifying the arrangement requires the Group to assess their rights and obligations arising from
the arrangement.
Specifically, it considers:
• The structure of the joint arrangement – whether it is structured through a separate vehicle
• When the arrangement is structured through a separate vehicle, the Group also considers the
rights and obligations arising from:
•
•
•
the legal form of the separate vehicle;
the terms of the contractual arrangement; and
other facts and circumstances (when relevant).
This assessment often requires significant judgement, and a different conclusion on joint control and
also whether the arrangement is a joint operation or a joint venture, may materially impact the
accounting.
h) Exploration and evaluation expenditures
The application of the Group’s accounting policy for exploration and evaluation expenditure requires
judgements to determine whether expenditure will be capitalised and carried as exploration and
expenditure assets or be written off to the profit or loss in the period.
4.
SEGMENT INFORMATION
is
arranged
VDM
ii) mining. Each division was a reportable segment in the current reporting period. The accounting
policies adopted for the reportable segment are consistent with those followed in the preparation of
the Group’s financial statements for the year ended 30 June 2022.
construction
divisions:
operating
under
two
i)
and
The following table presents the revenue, profit and selected balance sheet information for the
Group’s reportable segments for the year ended 30 June 2022.
Construction
& Trading
$000
Mining
$000
Discontinued
Operations
$000
Unallocated
Total
$000
$000
Segment results before tax
(10)
2022
Revenue
External revenue
Total segment revenue
Results
Finance costs
Depreciation and amortisation
Impairment and write downs
Reconciliation of segment results
before tax to net loss after tax
Segment results before tax
Net loss after tax from continuing
operations per the statement of
comprehensive income
Total assets
Total liabilities
Other disclosures
Exploration and evaluation asset
additions
-
-
-
-
-
-
-
-
-
-
-
4
4
(3)
(3)
1
1
(1)
(1,341)
(1,352)
-
5
-
610
(4)
-
610
1
-
(1,352)
(1,352)
41
13,622
1,215
2,122
17,000
113
4,679
-
11,863
16,655
-
-
-
-
-
33
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Major Customers
During 2022, VDM had no customer that contributed greater than 10% of revenue (2020: no
customer contributed greater than 10% of revenue.
The following table presents the revenue, profit, and selected expenditure information for the year
ended 30 June 2021 and selected balance sheet information as at 30 June 2021 for the Group’s
reportable segments.
2021
Revenue
External revenue
Total segment revenue
Results
Construction
& Trading
$000
Mining
$000
Discontinued
Operations
$000
Unallocated
Total
$000
$000
-
-
-
-
12
12
539
539
551
551
Segment results before tax
(197)
(187)
12
(555)
(927)
Finance costs
Depreciation and amortisation
Impairment and write downs
Reconciliation of segment results
before tax to net loss after tax
Segment results before tax
Net loss after tax from continuing
operations per the statement of
comprehensive income
Total assets
Total liabilities
Other disclosures
Exploration and evaluation asset
additions
5.
REVENUE
Sales revenue
Revenue from contracts with customers
Total sales revenue
Other revenue
Interest
Foreign currency exchange gains
Expense reversal
Cashflow boost incentive
Other
Total other revenue
Total revenue
-
-
-
-
-
-
-
4
-
475
6
-
475
10
-
(927)
(927)
51
13,622
574
2,632
16,879
113
4,679
-
11,030
15,822
-
60
60
-
60
2022
$000
2021
$000
-
-
1
-
-
-
-
1
1
-
-
13
398
75
50
3
539
539
34
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
$000
2021
$000
6.
EXPENSES
a) Employee benefits expense
Wages and salaries
Superannuation expense
Other employee benefits expense
Total employee benefits expense
b) Depreciation and amortisation
Depreciation
Total depreciation and amortisation
c) Impairment costs
Reversal of impairment – development properties (refer Note 19)
Total finance costs
d) Finance costs
Bank fees and other finance charges
Interest
Total finance costs
e) Other expenses
Insurances
Telecommunications
Computer costs
Foreign exchange losses
Other
Total other expenses
7.
DISCONTINUED OPERATIONS
Financial performance of discontinued operations
Revenue
Expenses
Operating profit
Finance costs
Loss on sale of assets
Profit from discontinued operations before income tax
Income tax expense
Profit from discontinued operations after income tax
131
10
3
144
1
1
641
641
-
610
610
54
4
24
381
140
603
4
(5)
(1)
-
-
(1)
-
(1)
506
41
1
548
2
2
-
-
1
474
475
139
10
29
-
219
397
12
(8)
4
-
-
4
-
4
35
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
8.
INCOME TAX
a) The components of tax expense comprise:
Current income tax:
Income tax expense on adjustments in respect of current income
tax of previous years
-
-
2022
$000
2021
$000
Deferred income tax:
Relating to origination & reversal of temporary differences
-
-
Prior year tax losses no longer recognised
Adjustments in respect of deferred income tax of previous years
Income tax expense reported in the statement of
comprehensive income
-
-
-
-
-
-
b) Numerical reconciliation between aggregate tax
expense recognised in the income statement and the tax
expense calculated in the statutory income tax return
Accounting loss before tax
Total accounting loss before tax
Prima facie income tax expense @25%
Prior year tax over provision
Tax adjustment for non-deductible expenses
Tax adjustment for non-assessable income
Temporary differences and unrecognised tax losses
Aggregate income tax expense
Income tax expense reported in the consolidated income
statement
Aggregate income tax expense
(712)
(712)
(178)
-
-
(160)
338
-
-
-
(927)
(927)
(255)
-
-
(14)
269
-
-
-
Current period income tax amounts were calculated based on a reduced corporate income tax rate
of 25% (2021: 27.5%).
c) Recognised deferred tax asset and
liabilities
Statement of
financial position
Statement of
comprehensive
income
2022
$000
2021
$000
2022
$000
2021
$000
Deferred tax liabilities
Other
Gross deferred tax liabilities
Deferred tax assets
Provision for employee entitlements
Provisions – other
Trade and other receivables
Trade and other payables
Contributed equity
Deferred tax assets not recognised
Gross deferred tax assets
-
-
25
30
223
123
-
-
-
27
59
245
148
1
(401)
(480)
-
-
-
-
(1)
23
-
11
1
(34)
-
-
-
17
22
-
(17)
1
(23)
-
36
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
d) Tax losses
VDM Group has recognised a deferred tax asset of $nil (2021: $nil) for Australian income tax
purposes on the basis that it is not ‘probable’ that the carried forward revenue loss will be utilised
against future assessable taxable profits.
VDM has estimated tax losses of $136,044,000 (2021: $134,528,000). Utilisation of the carried
forward tax losses by the company is subject to satisfaction of the Continuity of Ownership Test
(“COT”) or, failing that, the Same Business Test (“SBT”). It is likely that VDM has failed COT during
the 2015 financial year, therefore in order to be able to utilise the pre-2016 losses in the future,
VDM may be required to satisfy the SBT. Where VDM derives assessable income in a future income
year, an assessment of whether the same business has been carried on between just before the
COT failure and the intervening period will determine whether the losses are available for utilisation.
e) Unrecognised temporary differences
At 30 June 2022, there were no unrecognised temporary differences associated with VDM’s
investments in subsidiaries, or joint ventures, as VDM has no liability for additional taxation should
unremitted earnings be remitted (2021: nil).
f) Tax consolidation
Members of the tax consolidation group and the tax sharing arrangement
VDM Group Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated
group with effect from 1 July 2004. VDM Group Limited is the head entity of the tax-consolidated
group. Members of Group have entered into a tax sharing agreement that provides for the
allocation of income tax liabilities between the entities should the head entity default on its tax
payment obligations.
9.
LOSS PER SHARE
a) Loss used in calculating loss per share
Net loss from continuing operations attributable to ordinary
equity holders of the parent
Net loss attributable to ordinary equity holders of the
parent for basic earnings
2022
$000
2021
$000
(1,352)
(931)
(712)
(927)
b) Weighted average number of shares
No.
No.
Weighted average number of ordinary shares for basic and
diluted earnings per share
6,927,660,952
6,927,660,952
37
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
10.
DIVIDENDS PROPOSED AND PAID
a) Declared and paid during the year
Dividends on ordinary shares:
Final dividend for 2022: nil cents per share
(2021: nil cents per share)
Interim dividend for 2022: nil cents per share
(2021: nil cents per share)
Dividends paid during the year
b) Dividend proposed, not recognised as a liability
Final dividend for 2022: nil cents per share
(2021: nil cents per share)
c) Franking credits:
Franking credits available for the subsequent financial year:
Franking account balance as at the end of the financial year
at 27.5% (2021: 27.5%)
Franking debits that will arise from the refunds of income tax
receivable as at the end of the financial year
2022
$000
2021
$000
-
-
-
-
-
-
-
-
3,459
3,459
-
-
Franking credits available for future periods
3,459
3,459
11.
CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Cash and cash equivalents
Reconciliation to cash flow statement
For the purposes of the cash flow statement, cash and cash
equivalents comprise the following at 30 June:
2022
$000
2021
$000
1,127
1,127
1,633
1,633
Cash at bank and in hand
Cash for reconciliation of cash flow statement
1,127
1,127
1,633
1,633
Cash at bank earns interest at floating rates or term deposit rates.
12.
SECURITY DEPOSITS
Security Deposits
Current
Non-current
Total security deposits
20
20
20
-
20
20
-
20
Security deposits are comprised of cash pledged as collateral for bank guarantees issued by the
Group. The security deposits are not available for immediate use.
38
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
13.
TRADE AND OTHER RECEIVABLES
Trade receivables
Other debtors
Impairment of trade and other receivables
Total trade and other receivables
a) Ageing of trade receivables
0 - 30 days
31 - 60 days
> 60 days PDNI*
> 60 days IM** (expected loss rate of 100% - fully provided for)
Total trade receivables
b) Allowance for impairment loss
Balance at 1 July 2021
Charge for the year
Write-back over provision
Write offs
Balance at 30 June 2022
* PDNI – past due not impaired
** IM - impaired
2022
$000
2021
$000
891
14
(891)
14
-
-
-
891
891
891
25
(891)
25
-
-
-
891
891
891
891
-
-
-
-
-
-
891
891
The Group applies the simplified approach to providing for expected credit losses prescribed by AASB
9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure
the expected credit losses, trade receivables have been grouped based on the days past due. The
loss allowance provision as at 30 June 2022 is determined based on the expected credit losses,
incorporating forward-looking information.
The amounts written off are all due to customers declaring bankruptcy, or receivables that have now
become unrecoverable.
c) Fair value and credit risk
Due to the short term nature of these receivables, their carrying value is assumed to approximate
their fair values.
The maximum exposure to credit risk is the fair value of receivables.
d) Foreign exchange and interest rate risk
Details regarding foreign exchange and interest rate risk exposure are disclosed in note 24.
39
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
14.
ASSETS HELD FOR SALE
Assets held for sale
Total assets held for sale
Reconciliation of carrying amounts
Balance at 1 July
Asset transferred from investment properties
Balance at 30 June
2022
$000
2021
$000
1,215
1,215
-
1,215
1,215
-
-
-
-
-
The Company owns an apartment in Mandurah, Western Australia. It was originally acquired during
the financial year ended 30 June 2013 for $1.345 million in settlement of a legacy contract. It was
placed on the market at the time, but the market was not conducive, and it was subsequently leased.
That lease ended at the end of February 2020 since which time it has undergone minor repairs and
re-painting in readiness for sale. The property is to be listed at circa $1.3 million and is expected to
achieve minimum net proceeds of $1.215 million.
15.
OTHER CURRENT ASSETS
Prepayments
Other current assets
16.
EXPLORATION AND EVALUATION ASSETS
Cachoeiras do Binga (CdB) Copper Project
Balance as at 1 July
Additions
Balance as at 30 June
Cage Bengo Gold Project
Balance as at 1 July
Additions
Balance as at 30 June
3
3
-
-
12,972
12,912
-
60
12,972
12,972
650
-
650
650
-
650
Total as at 30 June
13,622
13,622
There has been no additions in the period for exploration and evaluation (30 June 2021: $60,000).
Ultimate recoupment of the exploration and evaluation assets is dependent on the successful
development and commercial exploitation or sale of the respective mining areas.
Impact of COVID 19
The country in which the Company’s exploration projects are located, Angola, declared a state of
emergency on 27 March 2020 which continued until 30 June 2022.
The existence of the COVID 19 virus in Angola and the measures taken by the Angolan government
have prevented VDM from continuing with its exploration activities during the current year. But with
the restrictions lifted VDM has deemed it safe to return to work and aims to re-commence exploration
at its Angolan projects during the next twelve months.
40
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
17.
DEVELOPMENT PROPERTIES
Development properties
Total development properties - NRV
Reconciliation of carrying amounts
Balance at 1 July
Additions
Disposals
Write down of development properties
Balance at 30 June
2022
$000
2021
$000
996
996
996
996
996
996
-
-
-
-
-
-
996
996
Development property is stated at the lower of cost and net realisable value.
Independent valuations for all development properties are conducted at least bi-annually by suitably
qualified valuers, and the Directors make reference to these independent valuations when
determining net realisable value.
The valuer must have no pecuniary interest that could conflict with the valuation of the property,
must be suitably indemnified, and must comply with the Australian Property Institute (API) Code of
Ethics and Rules of Conduct (or foreign equivalent).
As at 30 June 2022 the region in which the Company’s development properties are located is
experiencing the positive impacts of record volumes of iron ore exports and increased activity and
development by companies involved in the oil and gas industry. As a consequence the local real
estate market is relatively buoyant and this is starting to extend into vacant land for building.
However, it remains to be seen what the impact of recent higher interest rates, and the likelihood of
further increases in official rates, and ongoing delays and shortages of critical supplies will have on
activity particularly for vacant land.
As a result of these uncertainties, the Group’s independent valuers expressed difficulty in undertaking
valuations at this time and were unable to support a change to their previous opinion on selling price.
Taking all of the above into account, the Company has elected to maintain the value as is.
41
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
$000
2021
$000
18.
PROPERTY, PLANT AND EQUIPMENT
Leasehold improvements at cost
Accumulated depreciation
Total leasehold improvements
Plant & equipment at cost
Accumulated depreciation
Total plant & equipment
Total property, plant and equipment
Reconciliation of carrying amounts
Leasehold Improvements
Balance at 1 July net of accumulated depreciation
Additions
Disposals
Depreciation
Balance at 30 June
Plant and equipment
Balance at 1 July net of accumulated depreciation
Additions
Disposals
Impairment
Depreciation
Transfer from plant and equipment under lease
Balance at 30 June
Total property, plant and equipment
19.
INVESTMENT PROPERTIES
Investment properties
Total investment properties
Reconciliation of carrying amounts
Balance at 1 July
Depreciation
Reversal of impairment (refer below)
Investment properties transferred to assets held for sale
Balance at 30 June
14
(11)
3
29
(29)
-
3
4
-
-
(1)
3
-
-
-
-
-
-
-
3
-
-
579
(5)
641
(1,215)
-
14
(10)
4
29
(29)
-
4
6
-
-
(2)
4
14
-
(14)
-
-
-
-
4
579
579
587
(8)
-
579
The investment property is an apartment in Mandurah, Western Australia. It was originally acquired
during the financial year ended 30 June 2013 for $1.345 million in settlement of a legacy contract.
It was placed on the market at the time, but the market was not conducive, and it was subsequently
leased. That lease ended at the end of February 2022 since which time it has undergone minor
repairs and re-painting in readiness for sale.
The apartment is to be listed and is expected to realise after costs a minimum of $1.215 million.
Since its acquisition, the apartment has been independently valued on a bi-annual basis. Due to the
soft real estate market in Mandurah and for apartments for much of the period since its acquisition,
the property value was written down from its original cost of $1.345 million to a value of $574,000,
with impairments and depreciation totalling $771,000. With the Mandurah real estate market having
experienced significant growth over the past eighteen (18) months and market evidence in support
42
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
of the expected net proceeds of sale, the prior period impairments have been reversed by an amount
of $641,000
20.
TRADE AND OTHER PAYABLES
Trade payables and accruals
Employee related payables
Other payables
Total trade and other payables
2022
$000
2021
$000
571
1
4,679
5,251
640
1
4,679
5,320
Other payables includes $4,875,000 of purchase consideration due to a Cachoeiras do Binga joint
venture partner less the share of exploration costs of $196,000 incurred by the Group in accordance
with the terms of the joint venture agreement (30 June 2021: $4,875,000 less share of exploration
costs of $196,000). Under the terms of the cash consideration agreement VDM shall pay the full
remaining balance to the Cachoeiras do Binga joint venture partner within 21 days of completion
of VDM’s next significant capital raising or when VDM’s financial status has a significant
improvement.
Fair values
Due to the short term nature of these payables, their carrying value is assumed to approximate
their fair value.
Interest rate, foreign exchange and liquidity risk
Information regarding interest rate, foreign exchange and liquidity risk exposure is disclosed in
note 27.
Entities subject to class order relief
VDM Group Limited provides financial guarantees to its subsidiaries by way of a Deed of Cross
Guarantee (refer to note 29(b)).
21.
INTEREST BEARING LOANS AND OTHER BORROWINGS
Shareholder loan (AUD denominated)
Shareholder loan (USD denominated)
2022
$000
2021
$000
5,558
5,619
5,288
4,898
Total interest bearing loans and other borrowings
11,177
10,186
Reconciliation of carrying amounts
Balance at 1 July
Interest – refer note 6
Foreign exchange loss / (gain) – refer note 6
Balance at 30 June
a)
Fair values
10,186
10,110
610
381
474
(398)
11,177
10,186
The carrying amount of current interest-bearing loans approximates their fair value.
b)
Interest rate, foreign exchange and liquidity risk
Refer Note 24 for Information regarding interest rate, foreign exchange and liquidity risk exposure.
43
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
c) Financing facilities
Credit cards
Bank guarantees
Balance at 30 June 2022
2022
$000
2021
$000
20
-
20
20
-
20
The bank guarantee facility limit is equal the amount of bank guarantees issued and outstanding in
favour of VDM. The credit card facility is available subject to annual review.
d) Shareholder loans
During the period VDM’s largest shareholder, Australia Kengkong Investments Co Pty Ltd
(“Kengkong”), had no further advances to VDM under the terms of a Framework Loan Agreement
(“FLA”) (2021: Nil). At 30 June 2022, $11,177,000 (2021: $10,186,000) shareholder loans were
due. The FLA contemplates the parties entering into a secured one-year 6% per annum loan facility
that will incorporate the FLA liabilities. Until that occurs, the FLA advances, plus accrued interest of
6% per annum are immediately repayable in the denominated currency when demanded by
Kengkong. An interest rate of 20% per annum applies if VDM defaults on the loan.
The 30 June 2022 shareholder loan balances include $610,000 of interest accrued in the year (2021:
$474,000 of accrued interest) and $381,000 of unrealised foreign exchange gains recorded in the
year (2021: $398,000) of unrealised foreign exchange losses). As part of the AGM held on November
28 2016, Kengkong is entitled to first ranking security over the assets and properties of the Group.
22.
PROVISIONS
Current
Employee entitlements
Construction warranties
Other construction contract obligations
Other provisions
Total current provisions
Non-Current
Employee entitlements
Total non-current provisions
2022
$000
2021
$000
102
11
74
39
226
1
1
99
11
74
132
316
-
-
Total provisions
227
316
a) Movement in provisions
2022
Balance
1 Jul
2021
$000
Arising
during
the year
$000
Utilised
during
the year
$000
Unused
amounts
reversed
$000
Balance
30 Jun
2022
$000
Employee entitlements
Construction warranties
Other construction contract obligations
Other provisions
Total provisions
99
11
74
132
316
4
-
-
-
4
-
-
-
-
-
-
-
-
(93)
(93)
103
11
74
39
227
44
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2021
Balance
1 Jul
2020
$000
Arising
during
the year
$000
Utilised
during
the year
$000
Unused
amounts
reversed
$000
Balance
30 Jun
2021
$000
Employee entitlements
Construction warranties
Other construction contract obligations
Other provisions
Total provisions
159
20
75
203
457
31
-
-
-
(50)
-
-
-
(42)
(9)
(1)
(71)
31
(50)
(122)
99
11
74
132
316
b)
Nature and timing of provisions
Construction warranties are estimated costs for warranty claims on completed construction projects
based on past experience. It is estimated that these costs will be incurred in the next financial
year.
Other construction contract obligations are estimated costs, other than warranty claims, related to
construction contracts.
Other provisions are mainly comprised of remaining deductibles under insurance claims. The
insurance deductible portion is estimated to be incurred in the next financial year.
Provisions estimated to be settled after the end of the next financial year are classified as non-
current. Provisions estimated to be settled in the next financial year are classified as current.
23.
CONTRIBUTED EQUITY
a) Ordinary shares
Issued and fully paid
Balance at 1 July 2020
Share Issues
Capital raising costs
Balance at 1 July 2021
Share Issues
Capital raising costs
Balance at 30 June 2022
2022
$000
2021
$000
297,360
297,360
Number of
Shares
$000
6,927,660,952
296,360
-
-
-
-
6,927,660,952
297,360
-
-
-
-
6,927,660,952
297,360
b) Terms and conditions of contributed equity
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the
Company, to participate in the proceeds from the sale of all surplus assets in proportion to the
number of 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.
c) Capital Management
When managing capital, the Board's objective is to ensure the Company continues as a going
concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders.
In the short to medium term the Company is focussed on maintaining an appropriate level of
working capital. Until achievement of profitable operations and positive cash flow, the Directors do
not anticipate paying dividends.
The level of dividends paid by the Company in the future will depend upon the availability of
distributable earnings, the Company’s franking credit position, operating results, available cash
flow, financial condition, taxation position, future capital requirements, as well as general business
and financial conditions and any other factors the Directors may consider relevant.
VDM is not subject to any externally imposed capital requirements.
45
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
24.
ACCUMULATED LOSSES AND RESERVES
a) Movement in accumulated losses
Balance at 1 July
(296,795)
(295,868)
Net loss attributable to members of VDM Group Limited
(712)
(927)
Balance at 30 June
(297,507)
(296,795)
2022
$000
2021
$000
b) Share options reserve
Balance at 1 July
Arising during the year
Balance at 30 June
c) Movement in equity reserve
Balance at 1 July
Balance at 30 June
35
-
35
35
-
35
457
457
457
457
Option reserve
The option reserve records items recognised as expenses on valuation of employee share options.
Equity reserve
The equity reserve is used to record differences between the carrying value of non-controlling
interests and the consideration paid/received, where there has been a transaction involving non-
controlling interests that did not result in a loss of control. The reserve is attributable to the equity
of the parent.
CASHFLOW STATEMENT INFORMATION
25.
Reconciliation of net profit after tax to the net cash flows from operations
2022
$000
2021
$000
Net loss after tax
Non-cash items:
Depreciation and amortisation
Revaluation of assets for sale
Share based payment
Change in operating assets and liabilities:
Decrease in trade and other receivables
Increase in trade and other creditors
Decrease in provisions
Net cash flows used in operating activities
(712)
(927)
6
(641)
-
12
919
(90)
(506)
10
13
-
14
47
(141)
(984)
46
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
26.
RELATED PARTY DISCLOSURE
Note 32 provides the information about VDM’s structure including details of the subsidiaries and the
parent company.
a)
Ultimate parent
VDM Group Limited is the ultimate Australian parent entity.
Due from associates
At 30 June 2022, the amount due from associates is Nil (2021: Nil)
b)
Transactions with key management personnel
Luk Hiuming
During the 2022 year, VDM paid $nil (2021 year: $nil) to Mr Luk in relation to directors’ fees.
Kengkong
On 27 January 2016, VDM entered into a Framework Loan Agreement (“FLA”) with its largest
shareholder, Australia Kengkong Investments Co Pty Ltd (“Kengkong”). The FLA contemplates the
parties entering into a secured one-year 6% loan facility that will incorporate the FLA liabilities. Until
that occurs, the FLA advances plus interest accrued at 6% per annum are immediately repayable in
the denominated currency when demanded by Kengkong. VDM’s Non-executive Chairman Mr Luk
controls Kengkong, refer to note 18 for full detailed disclosure on outstanding balance. Related
interests of $610,000 has been recognised for the current year (2021: $474,000)
c)
Transactions with related parties other than key management personnel
There were no transactions entered into with related parties other than key management personnel
during the years ended 30 June 2022, and 30 June 2021, except for those noted above.
e) Compensation for key management personnel
Short term
Long term
Post employment
Termination benefits
Total compensation
27.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES
a) Financial assets
Cash and cash equivalents (note 11)
Security deposits (note 12)
Trade and other receivables (note 13)
Total Financial Assets
b) Financial liabilities
2022
$
2021
$
95,219
439,469
-
7,959
5,531
23,602
24,989
58,460
125,739
529,490
2022
$000
2021
$000
1,127
1,633
20
14
20
25
1,161
1,678
Current interest-bearing loans and borrowings
6% secured interest-bearing loan from Kengkong (note 21)
11,177
10,186
Total current interest-bearing loans and borrowings
11,177
10,186
47
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
$000
2021
$000
c) Other financial liabilities
Other financial liabilities, other than interest-bearing loans
and borrowings
Trade and other payables (note 20)
Total other financial liabilities
5,251
5,251
5,320
5,320
d) Financial instruments risk management objectives and policies
The Group’s principal financial liabilities, comprise of loans and borrowings and trade and other
payables. The main purpose of these financial liabilities is to finance the Group’s operations and to
provide guarantees to support its operations. The Group’s principal financial assets include trade
and other receivables, and cash and security deposits that derive directly from its operations.
Credit, liquidity and market risk (including interest rate and foreign exchange risk) arise in the
normal course of VDM’s business. VDM manages its exposure to these key financial risks in
accordance with VDM’s financial risk management policy. The objective of the policy is to support
the delivery of VDM’s financial targets whilst protecting future financial security. VDM’s principal
financial instruments comprise receivables, payables, loans, hire purchase liabilities, cash and
security deposits.
VDM uses different methods to measure and manage different types of risks to which it is exposed.
These include monitoring levels of exposure to interest rate and foreign exchange risk and
assessments of market forecasts for interest rate and foreign exchange. Ageing analysis and
monitoring of specific credit allowances are undertaken to manage credit risk, liquidity risk is
monitored through the development of future rolling cash flow forecasts.
Primary responsibility for identification and control of financial risks rests with the Audit and Risk
Committee under the authority of the Board. The Board reviews and agrees policies for managing
each of the risks identified below.
Interest rate risk
Interest rate risk is the risk that the Group’s financial position will be adversely affected by
movements in interest rates that will increase the cost of floating rate debt or opportunity losses
that may arise on fixed rate borrowings in a falling interest rate environment. Shareholder loans
bear a fixed interest rate therefore they are not exposed to any interest rate risk.
The following table summarises the sensitivity on the interest rate exposures (excluding opportunity
cost of fixed rate borrowings) in existence at the balance sheet date. The sensitivity is based on
foreseeable changes over a financial year.
Post-tax gain / (loss)
+ 1% (100 basis points)
- 1% (100 basis points)
11
(11)
17
(17)
The movement in profit is due to lower/higher interest income from variable rate cash balances.
Other than retained earnings, there is no impact on equity in the consolidated entity.
Credit risk
Credit risk arises from the financial assets of VDM, which comprises cash and cash equivalents and
trade and other receivables. VDM’s exposure to credit risk arises from potential default of the counter
party, with a maximum exposure equal to the carrying amount of these instruments.
VDM manages its credit risk by trading only with recognised, creditworthy third parties, and as such
collateral is not requested nor is it VDM’s policy to securitise its trade and other receivables.
Customers are subject to credit verification procedures including an assessment of their independent
credit rating, financial position, past experience and industry reputation. Receivables balances are
monitored on an ongoing basis. VDM has a concentration trade receivables credit risk with its major
customer (refer to “major customers” in note 4). Financial instruments are held amongst reputable
financial institutions thus minimising the risk of default of these counterparties.
48
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
The maximum exposure to credit risk at the reporting date was as follows:
Cash and cash equivalents (note 10)
Security deposits (note 11)
Trade and other receivables (note 12)
2022
$000
2021
$000
1,127
1,633
20
14
20
25
1,161
1,678
Foreign currency risk
Foreign currency risk arises from transactions, assets and liabilities that are denominated in a
currency that is not the functional currency of the transacting entity. Measuring the exposure to
foreign currency risk is achieved by regularly monitoring and performing sensitivity analysis on VDM’s
financial position. Currently there is no foreign exchange hedge programme in place.
The financial instruments exposed to US dollar foreign exchange rate risk are as follows:
2022
$000
2021
$000
Financial assets
Cash and cash equivalents
Balance at the end of the year
Financial liabilities
-
-
-
-
Interest bearing loans and other borrowings (note 21)
5,619
4,898
The following table summarises the sensitivity on US dollar foreign exchange rate exposures, in
existence at the balance sheet date. The sensitivity is based on foreseeable changes over a financial
year.
Post-tax gain / (loss)
+ 10% (100 basis points)
- 10% (100 basis points)
Liquidity risk
(562)
562
(490)
490
Liquidity risk is the risk that the entity will encounter difficulty in meeting its commitments concerning
its financial liabilities. As a result, the liquidity position of VDM Group is managed to ensure sufficient
liquid funds are available to meet our financial commitments in a timely and cost-effective manner.
VDM continually monitors its liquidity position including cash flow forecasts to determine the forecast
liquidity position and maintain appropriate liquidity levels. The objective of VDM is to have sufficient
cash and finance facilities to meet short term commitments, and to fund capital and exploration
expenditures through operating cash flow and equity capital raisings.
The table below reflects all contractually fixed payments for settlement, repayments and interest
resulting from recognised financial assets and liabilities and does not recognise any cash for
unresolved claims against projects which have not been recognised as income. The obligations
presented are the undiscounted cash flows for the respective upcoming fiscal years. Cash flows for
financial assets and liabilities without fixed amount or timing are based on the conditions existing at
30 June 2022.
49
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
$000
2021
$000
24.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONTINUED)
Repayment obligations in respect of loans and trade and other payables are as follows:
Not later than one year
16,428
15,506
Later than one year but not later than two years
Later than two years but not later than three years
Later than three years
-
-
-
-
-
-
16,428
15,506
The following table reflects a maturity analysis of financial liabilities.
Total
$000
0-60
Days
$000
61 Days
- 1 Year
$000
1- 5
Years
$000
>5
Years
$000
Year ended 30 June 2022
Financial liabilities
Trade and other payables (note
20)
Interest bearing loans and other
borrowings (note 21)
5,251
572
4,679
11,177
11,177
-
Total financial liabilities
16,428
11,749
4,679
Year ended 30 June 2021
Financial liabilities
Trade and other payables (note
20)
Interest bearing loans and other
borrowings (note 21)
5,320
641
4,679
10,186
10,186
-
Total financial liabilities
15,506
10,827
4,679
-
-
-
-
-
-
-
-
-
-
-
-
e) Fair value
At 30 June 2022 there are no financial assets or financial liabilities which are accounted for at fair
value. Carrying amounts approximate the fair value of financial assets and financial liabilities
presented in the Consolidated Statement of Financial Position.
50
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
24.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONTINUED)
f) Changes in liabilities arising from financial activities
1 Jul 2021
Cash flows
Foreign
exchange
movement
Other
30 Jun
2022
$000
$000
$000
$000
$000
10,186
10,186
-
-
381
610
11,177
381
610
11,177
1 Jul 2020
Cash flows
Foreign
exchange
movement
Other
30 Jun
2021
$000
$000
$000
$000
$000
10,110
10,110
-
-
(398)
474
10,186
(398)
474
10,186
Year ended 30 June
2022
Current interest-bearing
loans and borrowings
Total liabilities from
financing activities
Year ended 30 June
2021
Current interest-bearing
loans and borrowings
Total liabilities from
financing activities
28.
PARENT ENTITY INFORMATION
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Accumulated loss
Option reserve
Total shareholders’ equity
Loss of parent entity
Total comprehensive loss of the parent entity
2022
$000
2021
$000
2,337
15,962
15,616
15,617
1,625
15,830
14,773
14,773
297,360
297,360
(297,507)
(296,795)
492
345
(712)
(712)
492
1,057
(927)
(927)
51
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
29.
COMMITMENTS
a) Bank guarantees
As at 30 June 2022, VDM Group Limited was exposed contingent liabilities of AOA 53,313,000 related
to bank guarantees provided to the Angolan government for contractual obligations under the
Cachoeiras do Binga Mining Investment Contract. AOA is the currency of the Republic of Angola and
the 30 June 2022 contingent amount translates to AUD $133,800 (2021: AUD $133,800).
b) Guarantees in relation to debts of subsidiaries
Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 VDM Group Limited
and the Closed Group entered into a Deed of Cross Guarantee on 1 February 2010. The effect of the
deed is that VDM Group Limited has guaranteed to pay any deficiency in the event of winding up of
controlled entities or if they do not meet their obligations under the terms of overdrafts, loans, leases
or other liabilities subject to the guarantee.
c) Property, plant and equipment commitments
VDM has no capital expenditure commitments at 30 June 2022 (2021: nil).
d)
Legal claims
The following matters could lead to VDM incurring material losses if the claimants are successful with
their claims:
Mechanical services consulting claim
VDM have a claim from a customer relating to consulting work on the installation of mechanical
services for two commercial buildings located in Western Australia during 2008 and 2009. As a result
VDM has provided an amount equal to its maximum exposure of $250,000 relating to this matter
under its insurance policy less legal costs to date of $146,000.
30.
EVENTS AFTER THE REPORTING PERIOD
There have been no significant events occur after 30 June 2022 date and up to the date of this report.
31.
AUDITOR’S REMUNERATION
Amount received or receivable for:
Auditing financial statements – Hall Chadwick
Non audit fees (tax compliance & other advisory)
Total auditor's remuneration
2022
$
2021
$
30,700
23,650
-
-
30,700
23,650
52
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
32.
CLOSED GROUP CLASS ORDER DISCLOSURES
The consolidated financial statements include the financial statements of VDM Group Limited and the
subsidiaries listed in the following table.
Subsidiary Name
Country of
Incorporation
% equity interest
2021
2022
*
VDM Trading Pty Ltd
VDM Mining Pty Ltd
VDM Equipment Pty Ltd
VDM Construction Pty Ltd
Keytown Constructions Pty Ltd
VDM Developments Pty Ltd
*
*
*
*
*
* VVDM Engineering (Eastern Operations) Pty Ltd
*
Burchill VDM Pty Ltd
* VVDM Group Limited International (Dubai
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
*
Branch) Pty Ltd
BCA Consultants Pty Ltd
VDM Africa Holidings Ltd
The EB Trust
Australia
British Virgin Islands
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
a) Entities subject to class order relief
* The annotated companies and VDM Group Limited entered into a Deed of Cross Guarantee on 1
February 2010 (the “Closed Group”). The effect of the deed is that VDM Group Limited has
guaranteed to pay any deficiency in the event of winding up of controlled entities or if they do not
meet their obligations under the terms of overdrafts, loans, leases or other liabilities subject to the
guarantee. The controlled entities have also given a similar guarantee in the event that VDM Group
Limited is wound up or if it does not meet its obligations under the terms of overdrafts, loans, leases
or other liabilities subject to the guarantee.
The consolidated statement of comprehensive income and statement of financial position of the
entities that are members of the Closed Group are as follows:
Statement of comprehensive income
Closed Group
2022
$000
2021
$000
Loss from continuing operations before income tax
(1,352)
(931)
Income tax expense
-
-
Loss from continuing operations after income tax
(1,352)
(931)
Profit from discontinued operations after income tax
640
4
Loss for the year
Non-controlling interest
Dividends paid
(712)
(927)
-
-
-
-
Accumulated losses at the beginning of the year
(297,793)
(296,866)
Accumulated losses at the end of the year
(298,505)
(297,793)
53
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
29.
CLOSED GROUP CLASS ORDER DISCLOSURES (CONTINUED)
Statement of financial position
ASSETS
Current Assets
Cash and cash equivalents
Security deposits
Trade and other receivables
Assets held for sale
Other assets
Total Current Assets
Non-Current Assets
Exploration and evaluation assets
Property, plant and equipment
Investment properties
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
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Share options reserve
Equity reserve
Accumulated losses
Total Equity
Closed Group
2022
$000
2021
$000
1,126
1,631
20
14
1,215
3
2,378
20
25
-
-
1,676
13,622
13,662
3
-
13,625
16,003
4
579
14,205
15,881
5,252
11,177
226
5,320
10,186
316
16,655
15,822
1
1
-
-
16,656
(653)
15,822
59
297,360
297,360
35
457
35
457
(298,505)
(297,793)
(653)
59
54
VDM GROUP LIMITED
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of VDM Group Limited, I state that:
In the opinion of the directors:
(a)
the financial statements and notes of the group set out on pages 15 to 54 are in accordance
with the Corporations Act 2001, including:
(i) giving a true and fair view of the group’s financial position as at 30 June 2022 and
of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001;
(b)
(c)
(d)
(e)
the financial statements and notes also comply with International Financial Reporting
Standards as disclosed in note 2(b);
subject to the satisfactory achievement of the matters described in note 2(d), there are
reasonable grounds to believe that the group will be able to pay its debts as and when they
become due and payable;
this declaration has been made after receiving the declarations required to be made to the
Directors in accordance with section 295A of the Corporations Act 2001 for the financial year
ending 30 June 2022; and
subject to the satisfactory achievement of the matters described in note 2(d), as at the date
of this declaration, there are reasonable grounds to believe that the members of the Closed
Group identified in Note 29 will be able to meet any obligations or liabilities to which they are
or may become subject, by virtue of the Deed of Cross Guarantee.
On behalf of the Board
Mr Michael Fry
Director
Perth, Western Australia
30 September 2022
55
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF VDM GROUP LIMITED
Report on the Financial Report
Opinion
We have audited the accompanying financial report of VDM Group Limited ( “the Company”) and its
subsidiaries (collectively “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, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes
comprising a summary of significant accounting policies and other explanatory information, and the directors’
declaration.
In our opinion, the accompanying financial report of VDM Group Limited 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. Those standards require that we
comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance about whether the financial report is free from material misstatement. Our
responsibilities under those standards are further described in the Auditor’s Responsibility section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to note 2 (d) to the financial report which describes the events and/or conditions which give
rise to the existence of a material uncertainty that may cast significant doubt about the Group’s ability to
continue as a going concern and therefore the Group may be unable to realise its assets and discharge its
liabilities in the normal course of business.
Our opinion is not modified in respect of this matter.
Independence
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements
of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (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.
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 year. 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. For each matter below, our description of how our audit addressed the matter is provided in
that context.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement of
the financial report. The results of our audit procedures, including the procedures performed to address the
matters below, provide the basis for our audit opinion on the accompanying financial report.
1. Carrying value of capitalised exploration and evaluation assets – Note 16
Why Significant
How our audit addressed the key audit matter
identified
We
the capitalised exploration and
evaluation assets of $13,622,000 as at 30 June 2022
Our work included, but was not limited to, the
following procedures:
to be a key audit matter due to its significance and the
level of judgement required by us in evaluating
management’s application of the requirements of
AASB 6 Exploration for and Evaluation of Mineral
Resources. AASB 6 is an industry specific accounting
standard requiring
the application of significant
judgements, estimates and industry knowledge. This
includes specific requirements for expenditure to be
capitalised as an asset and subsequent requirements
which must be complied with
for capitalised
expenditure to continue to be carried as an asset.
In addition,
the assessment of
impairment of
capitalised exploration and evaluation assets can be
in uncertain or
inherently difficult particularly
depressed market conditions
• Assessing management’s determination of its
areas of interest for consistency with the
definition in AASB 6. This involved analysing
the tenements in which the Group holds an
interest in, the budgeted and future exploration
programmes planned for the areas, made
inquiries of management,
reviewed
Group’s ASX announcements and
the
the
Directors’ minutes as to the Group’s future
plans for the areas.
• For the area of interest, we assessed the
Group’s rights to tenure by corroborating to
government registries/correspondences and
evaluating agreements in place with other
parties; and
• We
tested
the additions
to capitalised
expenditure for the year by evaluating sample
of recorded expenditure for consistency to
Why Significant
How our audit addressed the key audit matter
underlying records, the requirements of the
Group’s accounting policy and requirements
of AASB 6.
• Evaluating the competence, capabilities and
objectivity of management’s experts in the
evaluation of
considered
impairment
triggers and
the Director’s assessment of
potential indicators of impairment.
• Assessing that disclosures relating to the
capitalised exploration and evaluation assets
are in accordance with Australian Accounting
Standards
2. Recoverability of development properties – Note 17
Why Significant
How our audit addressed the key audit matter
Land held for development and resale is measured
Our work included, but was not limited to, the
at the lower of cost and net realisable value. As at 30
June 2022, Development properties were valued at a
net realisable value of $996,000.
This is considered a key audit matter as the
determination of net realisable value is affected by
subjective elements and is sensitive to changes in the
underlying economic environment and market forces.
following procedures:
• Evaluating external independent valuations,
including assumptions, estimates and basis
adopted;
• Examining the qualifications, objectivity and
valuation
experience of management’s
experts; and
• Assessing the disclosures relating to the
development properties in accordance with
Australian Accounting Standards.
Other Information
Other information is financial and non-financial information in the annual report of the Group which is provided
in addition to the Financial Report and the Auditor’s Report. The directors are responsible for Other Information
in the annual report. The Other Information we obtained prior to the date of this Auditor’s Report was the
Director’s report. The remaining Other Information is expected to be made available to us after the date of the
Auditor’s Report.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, the auditor does
not and will not express an audit opinion or any form of assurance conclusion thereon, with the exception of
the Remuneration Report.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing
so, we 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.
We are required to report if we conclude that there is a material misstatement of this Other Information in the
Financial Report and based on the work we have performed on the Other Information that we obtained prior
the date of this Auditor’s Report we have nothing to report.
Directors’ Responsibilities for the Financial Report
The Directors of the company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the Directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 2 (b),
the Directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of
Financial Statements, that the financial report complies with International Financial Reporting Standards.
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 a 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 responsibility is to express an opinion on the financial report based on our audit. Our objectives are to
obtain reasonable assurance about whether the financial report as a whole is free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian
Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individual or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report.
The procedures selected depend on the auditor’s judgement, including assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and
fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the entity’s internal control.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation
of the financial report.
We conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that achieves
fair presentation. We obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the financial report. We are responsible
for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit
engagements. We also provide the Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
Opinion
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2022.
In our opinion, the Remuneration Report of VDM Group 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.
HALL CHADWICK AUDIT (WA) PTY LTD
ABN 42 163 529 682
MICHAEL HILLGROVE CA
Director
Dated this 30th day of September 2022
Perth, Western Australia
VDM GROUP LIMITED
ASX ADDITIONAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2022
Additional information required by ASX Listing Rules and not shown elsewhere in the report is set
out below. The information is current as of 29 September 2022.
TWENTY LARGEST SHAREHOLDERS
Shareholder
Australia Kengkong Investments Co Pty Ltd
H & H Holdings Australia Pty Ltd
Seabank Resources LDA
CF International Development Limited
Thriving Treasure Limited
Sino Plant Holding Limited
Briston Holdings Limited
Seawire Limited
Citicorp Nominees Pty Limited
Golden Bloom Investments Pty Ltd
BNP Paribas Nominees Pty Ltd ACF CLEARSTREAM
MYOORA PTY LTD
Miss Xiaoli Jia
Miss Shan He
M&C COGHLAN PTY LTD
BNP Paribas Nominees Pty Ltd
Ms Chang Li
Mr Brian Hon Leung Lee
Mr Van Tuan Vo
Mrs Hanyi Chen
MF Medical Pty Ltd
Number of
ordinary
fully paid shares
held
% held of shares
2,070,000,000
1,085,110,976
650,000,000
600,000,000
520,000,000
250,000,000
200,000,000
130,000,000
126,625,703
125,000,000
50,040,785
42,193,804
40,892,000
33,502,126
25,000,000
24,401,179
22,000,000
19,000,000
17,938,358
17,000,000
17,000,000
29.88
15.66
9.38
8.66
7.51
3.61
2.89
1.88
1.83
1.80
0.72
0.61
0.59
0.48
0.36
0.35
0.32
0.27
0.26
0.25
0.25
Total
6,065,704,931
87.56
SHARES IN VOLUNTARY ESCROW
There are no shares in voluntary escrow
SUBSTANTIAL SHAREHOLDINGS
The following shareholders have declared a relevant interest in the number of voting shares at the
date of giving notice under Part 6C.1 of the Corporations Act.
Shareholder
Australia Kengkong Investments Co Pty Ltd
H & H Holdings Australia Pty Ltd
Seabank Resources LDA
CF International Development Limited
Thriving Treasure Limited
Number of
ordinary
fully paid shares
held
2,070,000,000
1,085,110,976
650,000,000
600,000,000
520,000,000
% held of shares
29.88
15.66
9.38
8.66
7.51
VDM GROUP LIMITED
ASX ADDITIONAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2022
DISTRIBUTION OF SHAREHOLDINGS
Range of holding
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Total
Number of
shareholders
171
99
77
443
675
Number of
ordinary
shares
16,285
304,778
615,104
24,683,762
6,902,041,023
% of
shares
-
-
0.01
0.36
99.63
1,465 6,927,660,952
100.00
The number of shareholders with less than a marketable parcel is 1,125 holding in total
105,850,117 shares.
VOTING RIGHTS
All ordinary shares issued by VDM Group Limited carry one vote per share without restriction.
INTERESTS IN TENEMENTS
Tenement Reference
Project & Location
Interest
049/01/05/T.P/ANG-MGMI/2021
CACHOEIRAS DO BINGA COPPER
PROJECT - ANGOLA
55.25%
048/07/03/ T.P/ANG-MIREMPET/2019 CAGE BENGO GOLD PROJECT - ANGOLA
55.25%
Notes:
Both the Cachoeiras Do Binga Copper Project and the Cage Bengo Gold Project are a joint venture
arrangement between VDM Group Limited (65%), Pebric Mining and Consulting LDA (30%) and
Seabank Resources LDA (5%).
Pebric’s 30% participating interest is free carried as to 15% during the Prospection Phase and
Seabank’s 5% participating interest is free carried as to 2.5% during the Prospection Phase. As such
VDM is responsible for funding 78.79% (i.e 65% /82.5%).
The Angolan Government has a right to a 15% free carried interest upon mining commencing. As
such, VDM’s effective ownership interest is 55.25%, being 65% of 85%.