VDM GROUP LIMITED
and its Controlled Entities
ABN 95 109 829 334
2024
ANNUAL REPORT
For personal use only
VDM GROUP LIMITED
CORPORATE INFORMATION
DIRECTORS
Mr Luk Hiuming
Non-executive Chairman
Mr Michael Fry
Executive Director
Mr Paul Hardie
Non-executive Director
COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER (ACTING)
Mr Michael Fry
REGISTERED AND PRINCIPAL OFFICE
Unit 2, 420 Bagot Road,
Subiaco, WA 6008
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
109 829 334
ABN
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
For personal use only
VDM GROUP LIMITED
CONTENTS
LETTER TO SHAREHOLDERS ..................................................................... 1
DIRECTORS’ REPORT .............................................................................. 2
REMUNERATION REPORT (AUDITED) ......................................................... 9
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
CONSOLIDATED ENTITY DISCLOSURE STATEMENT .................................... 46
DIRECTORS’ DECLARATION .................................................................... 47
INDEPENDENT AUDITOR’S REPORT ......................................................... 48
ASX ADDITIONAL INFORMATION
............................................................. 52
For personal use only
VDM GROUP LIMITED
LETTER TO SHAREHOLDERS
FOR THE YEAR ENDED 30 JUNE 2024
1
LETTER TO SHAREHOLDERS
Dear Shareholders
VDM is currently in the process of identifying new project opportunities. The Company has a
preference for projects in critical minerals, in line with the global decarbonisation strategy that is
underway, but remains open to investment opportunities across a range of commodities and
industries.
VDM is currently in dispute with its joint venture partner Pebric Mining and Consulting LDA (Pebric),
the designated holder of the exploration licences for the Cachoeiras do Binga and Cage Bengo
Projects for and on behalf of the Cachoeiras do Binga Joint Venture and the Cage Bengo Joint Venture.
The dispute arose as a result of Pebric informing VDM that VDM would need to increase its exploration
funding of the projects for a reduced ownership interest, such percentage not specified, in
contravention of the respective joint venture agreements.
VDM has advised Pebric that it reserves its rights.
As a consequence of the dispute, no work has been undertaken on either project by VDM since the
dispute first arose.
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.
Activity was halted at the end of calendar year 2019, due to COVID 19 pandemic and had been
planned to recommence this 2024 calendar year, however was suspended due to the dispute with
Pebric.
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.
The past few years have been frustrating for all connected to VDM. The VDM Board looks forward
with hope for a resolution with respect to its Angolan projects and the potential of a fresh start with
a new project opportunity.
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
17 April 2025
VDM has confirmed that the tenure of the Angolan project mining licences is current and that the
licences continue to be held by Pebric and has engaged legal representation to determine the
current status of its interest in each of the Angolan projects, and VDM’s rights and claims under
Angolan law.
By way of background:
Cachoeiras do Binga (CdB) Copper Project
For personal use only
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2024
2
DIRECTORS’ REPORT
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 2024.
1.
DIRECTORS
The names of the directors of VDM Group Limited in office during the year and until the date of this
report, unless otherwise stated, were:
Luk Hiuming (Non-executive Chairman)
Michael Fry (Executive Director)
Paul Hardie (Non-executive Director); appointed 15 July 2023
Colin Noid (Non-executive Director); resigned 31 August 2023
Mr Luk Hiuming
Non-Executive Chairman
Appointed Non-Executive Director on 21 March 2014, appointed Non-Executive Chairman on 29
January 2015
Special Responsibilities: Member of the Audit & Risk Committee
Interest in Shares and Options: 2,070,000,000 fully paid ordinary shares
Directorships of other ASX Listed Companies in the Past 3 Years: Nil
Mr Luk has 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. In addition to businesses in mainland China, he also has substantial involvement in industries
around the globe. Mr Luk is currently Chairman of Australia Kengkong Investments Co Pty Ltd.
Mr Paul Hardie
Non-Executive Director
Appointed Non-Executive Director on 15 July 2023
Bachelor of Laws, Bachelor of Economics
Special Responsibilities: Member of the Audit & Risk Committee
Interest in Shares and Options: Nil
Directorships of other ASX Listed Companies in the Past 3 Years: Nil
Mr Hardie is a practising commercial lawyer and experienced General Counsel & Company Secretary
with more than 20 years' legal, corporate advisory, and governance experience across a range of
industry sectors including mining and resources, construction, manufacturing, and financial services.
Mr Hardie also has extensive public company board experience in both non-executive and executive
leadership roles, having been a chairman, director, non-executive director, legal counsel, company
secretary and adviser to ASX listed companies.
Mr Hardie is a member of the Australian Institute of Company Directors and a Fellow of the
Governance Institute of Australia.
Mr Michael Fry
Director, Chief Financial Officer/Company Secretary
Appointed as a Director on 3 June 2011
Bachelor of Commerce
Special Responsibilities: Chairman of the Audit & Risk Committee
Interest in Shares and Options: 1,000,000 fully paid ordinary shares
Directorships of other ASX Listed Companies in the Past 3 Years: Cauldron Energy Limited (ASX:
CXU); appointed 7 September 2022
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 (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.
For personal use only
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2024
3
Mr Fry is currently Director, Chief Financial Officer and Company Secretary of ASX-listed company
Cauldron Energy Limited (ASX: CXU), Company Secretary of APC Minerals Limited (ASX: APC), and
Company Secretary of unlisted public company GLX Digital Limited.
Mr Colin Noid
Non-Executive Director
Ceased as a Non-Executive Director on 31 August 2023
Bachelor of Civil Engineering, Graduate Diploma in Financial Planning
Special Responsibilities: Former Member of the Audit & Risk Committee
Interest in Shares and Options: 3,400,000 fully paid ordinary shares
Directorships of other ASX Listed Companies in the Past 3 Years: Nil
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.
Company Secretary
Mr Michael Fry
Appointed 12 February 2018. See details of qualifications and experience above.
2.
DIVIDENDS
There were no dividends declared or paid during the year ended 30 June 2024 (2023: nil).
3.
NATURE AND PRINCIPAL ACTIVITIES
VDM is a mineral exploration company.
VDM has an interest in joint ventures that relate to:
•
the Cachoeiras do Binga copper project located in the Republic of Angola (Cachoeiras do Binga);
and
•
the Cage Bengo Project located in the Republic of Angola (Cage Bengo).
4.
OPERATING AND FINANCIAL REVIEW
VDM is currently in dispute with its joint venture partner Pebric Mining and Consulting LDA (Pebric),
the designated holder of the exploration licences for the Cachoeiras do Binga and Cage Bengo
Projects for and on behalf of the Cachoeiras do Binga Joint Venture and the Cage Bengo Joint Venture.
The dispute arose as a result of Pebric informing VDM that VDM would need to increase its exploration
funding of the projects for a reduced ownership interest, such percentage not specified, in
contravention of the respective joint venture agreements.
As a consequence of the dispute, no work has been undertaken on either project by VDM since the
dispute first arose. VDM has advised Pebric that it reserves its rights.
VDM has confirmed that the tenure of the Angolan project mining licences remain current and that
the licences continue to be held by Pebric and has engaged legal representation to determine the
current status of its interest in each of the Angolan projects, and VDM’s rights and claims under
Angolan law.
VDM is currently considering a range of new project opportunities and a recapitalisation of the
Company.
For personal use only
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2024
4
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.
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.
The drilling 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 (refer
Competent Person’s Statement in ASX Additional Information Section), comprising:
➢ Measured + Indicated: 13.467Mt @1.02% Cu for 137,590t of copper;
➢ Inferred: 4.937Mt @094% Cu for 46,355t of copper.
For personal use only
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2024
5
The CdB MRE is summarised as follows:
Resource Category
Million tonnes
(Mt)
Cu %
Contained Cu (t)
Measured
0.875
1.62
14,179
Indicated
12.592
0.98
123,411
Inferred
4.937
0.94
46,355
Total
18.404
1.00
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 2024, all on the ground exploration activity remained suspended due to
the dispute with Pebric.
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
During the year to 30 June 2024, all on the ground exploration activity remained suspended due to
the dispute with Pebric.
Other
New Project Opportunities
During the year to 30 June 2024 and up to the date of this report, the Company has been actively
searching for new project opportunities in the critical mineral commodities.
Exploration Results, Mineral Resource and Ore Reserve Estimation Governance Statement
VDM ensures that exploration results and Mineral Resource estimates are subject to appropriate
levels of governance, internal controls and external independent review. The exploration results and
Mineral Resource estimation of the Company’s projects are subject to appropriate procedural controls
and systematic internal and external technical review by competent and qualified professionals on
an as needed basis. These reviews have not identified any material issues undertaken as part of a
formal risk assessment. The Company periodically reviews the governance framework in line with
the business expectations. Exploration results and Mineral Resource estimates referred to in this
report were undertaken in accordance with the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves (JORC) 2012 Edition. Competent persons named by
the Company are members of the Australian Institute of Mining and Metallurgy and are qualified as
competent persons as defined in the JORC Code.
5.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group.
6.
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.
For personal use only
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2024
6
7.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Not able to be determined at this time.
8.
MATERIAL BUSINESS RISKS
The Group is subject to general risks as well as risks that are specific to the Group and the Group’s
business activities. The following is a list of risks which the Directors believe are or potentially will be
material to the Group’s business, however, this list is not purported to be a complete list of all risks
which the Group is or may be subject to.
General economic risks
Economic conditions, movements in interest and inflation rates, and currency exchange rates may
have an adverse effect on the Group’s procurement, exploration and development activities, as well
as its ability to fund those activities.
Fluctuations in the price of copper
The Group is exposed to fluctuations in commodity prices and specifically the price of copper. The
Board actively monitors commodity prices of each to guide decision making.
Changes in technology
Changes in technology can impact demand for particular products and lead to an increase or decrease
in demand for certain commodities. The Board actively monitors technological changes insofar as
they are likely to affect the products that require the commodities intended to be mined by the Group
to guide decision making.
Changes in consumer preference
Changes in consumer preference can impact demand for particular products and lead to an increase
or decrease in demand for certain commodities. The Board actively monitors changes in consumer
preferences insofar as they are likely to affect the products that require copper to guide decision
making.
Mineral Resources
The Group’s Mineral Resources are estimates based largely on interpretations of geological data. No
assurances can be given that Resources are accurate and that the indicated level of copper can be
recovered. To reduce the risks the Group ensures estimates are determined in accordance with the
JORC Code and compiled or reviewed by qualified competent persons.
Government regulation
The Group’s operations and exploration are subject to extensive laws. The Group can not give any
assurances that future amendments to current laws or regulations won’t have a material impact on
its projects. The Group monitors new laws and regulations to ensure compliance and address any
impacts on projects as early as possible.
Social, legal and compliance
The Group is subject to a broad range of laws, regulations and standards in jurisdictions in which it
operates. Changes in laws and regulations, and non-compliance due to inadequate systems,
processes and/or conduct could lead to losses and liabilities, reputational damage and business
interruption. The Group is committed to ensuring compliance and addressing any potential for or
actual non-compliance as early as possible.
Exploration and development risk
Future production is in part dependent on successful exploration and development activities. There
is a risk that those activities are unsuccessful.
Partner risk
The Group’s success depends upon a cohesive working relationship between its joint venture partners
to achieve its strategy and objectives. If there is disfunction and diunity or a lack of cohesion on
strategy and funding its operations and financial results could be adversely affected. The Group
attempts to mitigate this risk through communication and performance of its obligations.
Key personnel risk
The Group’s success depends upon on the continued active performance of its key personnel. If The
Group were to lose any of its key personnel or if it were unable to employ additional or replacement
For personal use only
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2024
7
personnel, its operations and financial results could be adversely affected. The Group attempts to
mitigate this risk through its remuneration arrangements.
Work Health and Safety
The Group’s is focussed on the safety and wellbeing of its personnel including its employees,
contractors and supplier representatives at its workplaces. Occupational accidents and health hazards
can result in injuries, legal liabilities, increased insurance costs, and operational disruptions.
Weather and physical climate impacts
Extreme weather is an inherent risk for the minerals and construction industries. Periods of extreme
weather can interrupt operations, and ability to construct, which in turn may result in delays. The
Group acknowledges that its business may be impacted by the effects of climate change in both the
near and longer term, and any significant or sustained impacts could adversely affect the Group’s
financial performance and/or financial position. The Group is committed to understanding these risks
and developing strategies to manage their impact.
Environmental, health and safety
The Group has environmental obligations associated with each of its projects. The Group is subject
to extensive laws and regulations governing the protection and management of the health and safety
of workers, the environment, waste disposal, mine development and rehabilitation and local cultural
heritage.
The Group seeks to obtain and comply with the required permits and approvals needed for each
project. It acknowledged that any delays in obtaining these approvals may affect the Group’s
operations or its ability to continue its operations. Any non-compliance may result in regulatory fines
and/or civil liability.
IT system failure and cyber security risks
Any information technology system is potentially vulnerable to interruption and/or damage from
several sources. Including but not limited to computer viruses, cyber security attacks, and other
security breaches, power, systems, internet and data network failures, and natural disasters. The
Group is committed to preventing and reducing cyber security risks through ongoing management
of the risks and continuous review.
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.
10.
SHARE OPTIONS
As at the date of this report, there are nil unissued ordinary shares under option (2023: nil).
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.
For personal use only
VDM GROUP LIMITED
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2024
8
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
Board
meetings
eligible to
attend
Number of
Board
meetings
attended
Number of
Audit &
Risk
Committee
meetings
eligible to
attend
Number of
Audit &
Risk
Committee
meetings
attended
Luk Hiuming
-
-
-
-
Michael Fry
-
-
-
-
Paul Hardie
-
-
-
-
Due to differing timezones and languages, VDM’s Board of Directors and audit and risk committee
comprising Mr Fry (Chair), Mr Hardie and Mr Luk have undertaken formal requirements via circular
resolution. In addition, the Board members held irregular teleconferences during the course of the
year.
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
28 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.
For personal use only
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2024
9
REMUNERATION REPORT (AUDITED)
REMUNERATION REPORT (AUDITED)
This remuneration report for the year ended 30 June 2024 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 2024 (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
Non–Executive Chairman
Michael Fry
Executive Director / Permanent Acting Chief Financial Officer / Company Secretary
Paul Hardie
Non-Executive Director (appointed on 15 July 2023)
Colin Noid
Non-Executive Director (ceased on 31 August 2023)
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.
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 2023 annual general meeting
The 2023 remuneration report received positive shareholder support at the Company’s annual
general meeting, with a vote of 99.45% in favour.
For personal use only
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2024
10
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
VDM does not currently 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 2024 (2023: nil).
4.
KMP REMUNERATION OUTCOMES (INCLUDING LINK TO PERFORMANCE)
Table 1: KMP remuneration for the year ended 30 June 2024
Base Salary
& Fees
Cash
Bonus
Super
Contri-
butions
Value of
Share-
based
Payments
Long
Service
Leave
Termination
Benefits
Total
Performance
Related
$
$
$
$
$
$
$
%
Executive directors
M Fry
85,536
-
5,337
-
-
-
90,873
0%
Other KMP
H Luk
-
-
-
-
-
-
-
0%
P Hardie1
34,500
-
-
-
-
-
34,500
0%
C Noid2
4,000
-
-
-
-
-
4,000
0%
Totals
124,036
-
5,337
-
-
-
129,373
0%
1: appointed 15 July 2023
2: resigned 31 August 2023
Table 2: KMP remuneration for the year ended 30 June 2023
Base Salary
& Fees
Cash
Bonus
Super
Contri-
butions
Value of
Share-
based
Payments
Long
Service
Leave
Termination
Benefits
Total
Performance
Related
$
$
$
$
$
$
$
%
M Fry
83,844
-
6,113
-
-
-
89,957
0%
H Luk
-
-
-
-
-
-
-
0%
D Hua 1
-
-
-
-
-
-
-
0%
H Guo 2
-
-
-
-
-
-
-
0%
M Guo 3
-
-
-
-
-
-
-
0%
C Noid
30,000
-
-
-
-
1,260
31,260
0%
Totals
113,844
-
6,113
-
-
1,260
121,217
0%
1: resigned on 22 June 2023
2: resigned on 30 May 2023
3: resigned on 29 November 2022
For personal use only
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2024
11
5.
EXECUTIVE CONTRACTS
Remuneration arrangements for KMP are formalised in employment agreements. Details of these
contracts are provided below.
Director/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 several 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 2024 Annual General Meeting.
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 2024.
Annual NED fees
including
superannuation
Board Chairman, Overseas Non-executive Directors 1
$-
Australian resident Non-executive Directors 2
$36,000
1: By decision of the Board, all fees payable to the Chair and overseas directors were suspended with effect from
end February 2021. No decision has been made to reinstate payment as at the date of this report.
2: On 15 July 2023, Mr Paul Hardie joined the Company as a non-executive Director for which he receives an
annual fee of $36,000 per annum.
For personal use only
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2024
12
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)
2024
Balance 1 July
2023
Granted as
remuneration
Options
exercised
Net change
Other
Balance
30 June 2024
Current directors
H Luk
2,070,000,000
-
-
-
2,070,000,000
P Hardie 1
-
-
-
-
-
C Noid 2
3,400,000
-
-
(3,400,000)
-
M Fry
1,000,000
-
-
-
1,000,000
Total shareholding
2,074,400,000
-
-
(3,400,000)
2,071,000,000
1: appointed 15 July 2023
2: resigned 31 August 2023
Table 6: Shareholdings of key management personnel (held directly and indirectly)
2023
Balance 1 July
2022
Granted as
remuneration
Options
exercised
Net change
Other
Balance
30 June 2023
Current directors
H Luk
2,070,000,000
-
-
-
2,070,000,000
D Hua 1, 4
1,085,110,976
-
-
(1,085,110,976)
-
H Guo 2
600,000,000
-
-
(600,000,000)
-
M Guo 3, 4
1,085,110,976
-
-
(1,085,110,976)
-
C Noid
3,400,000
-
-
-
3,400,000
M Fry
1,000,000
-
-
-
1,000,000
Total shareholding
4,844,621,952
-
-
(2,770,221,952)
2,074,400,000
1: resigned 22 June 2023
2: resigned 30 May 2023
3: resigned 29 November 2022
4: 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.
Compensation options granted to key management personnel
There were no compensation options granted to KMP during the year ended 30 June 2024 (2023:
nil). There were no compensation options held by KMP as at 30 June 2024 (2023: nil).
Performance rights holdings of KMP
There were no performance rights granted to KMP during the year ended 30 June 2024 (2023: nil).
There were no performance rights held by KMP as at 30 June 2024 (2023: nil).
8.
LOANS TO KEY MANAGEMENT PERSONNEL
There were no loans granted to KMP’s during the year ended 30 June 2024 (2023: 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 2024 year, VDM paid $nil (2023 year: Nil) 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 2024, the balance
of the loan was $12,510,778 (2023: $11,949,828). 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
For personal use only
VDM GROUP LIMITED
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2024
13
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
22 for full detailed disclosure on outstanding balance.
(b) Amounts recognised at the reporting date in relation to the other transactions:
2024
2023
$’000
$’000
Statement of Comprehensive Income
Interest expense (i)
557
595
Total finance costs
557
595
Current Liabilities
Interest-bearing loans and other borrowings (ii)
12,511
11,950
Total liabilities
12,511
11,950
Notes:
(i) Interest expense on Kengkong shareholder loan (6% per annum).
(ii) Shareholder loan due to Kengkong inclusive of accrued interest
End of remuneration report
This report is made in accordance with a resolution of the directors.
Mr Michael Fry
Director
17 April 2025
For personal use only
To the Board of Directors,
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001
As lead audit director for the audit of the financial statements of VDM Group Limited and its controlled entities
for the year ended 30 June 2024, 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
MICHAEL HILLGROVE FCA
Director
Dated this 17th day of April 2025
Perth, Western Australia
For personal use only
VDM GROUP LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
15
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
2024
2023
Note
$000
$000
Continuing operations
Revenue
5
1
1
Expenses
Employee benefits expense
6a
(1)
(135)
Occupancy related expenses
(7)
(9)
Legal expenses
(49)
(5)
Loss on sale of property
6c
-
(256)
Finance costs
6b
(557)
(595)
Other expenses
6d
(279)
(427)
Total expenses
(893)
(1,427)
Loss from continuing operations before income
tax
(892)
(1,426)
Income tax expense
8
-
-
Loss from continuing operations after income
tax
(892)
(1,426)
Discontinued operations
Loss from discontinued operations after income tax
7
(37)
-
Loss for the year
(929)
(1,426)
Other comprehensive income
-
-
Total comprehensive loss for the year
(929)
(1,426)
Total comprehensive loss for the period is attributed
to:
Owners of the parent
(929)
(1,426)
(929)
(1,426)
Loss per share
Basic loss per share (cents per share)
9
(0.01)
(0.02)
Diluted loss per share (cents per share)
9
(0.01)
(0.02)
Loss per share from continuing operations
Basic loss per share (cents per share)
9
(0.01)
(0.02)
Diluted loss per share (cents per share)
9
(0.01)
(0.02)
The accompanying notes form part of these financial statements.
For personal use only
VDM GROUP LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
16
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
2024
2023
Note
$000
$000
ASSETS
Current assets
Cash and cash equivalents
11
2,229
1,390
Security deposits
12
-
20
Trade and other receivables
13
45
24
Assets held for sale
14
-
1,215
Total current assets
2,274
2,649
Non-current assets
Property, plant and equipment
16
3
3
Total non-current assets
3
3
Total assets
2,277
2,652
LIABILITIES
Current liabilities
Trade and other payables
17
5,274
5,180
Interest-bearing loans and borrowings
18
12,511
11,950
Provisions
19
124
225
Total current liabilities
17,909
17,355
Total liabilities
17,909
17,355
Net assets/(liabilities)
(15,632)
(14,703)
Equity
Contributed equity
20
297,360
297,360
Share options reserve
21
35
35
Equity reserve
21
457
457
Accumulated losses
21
(313,484)
(312,555)
Total equity/(deficit)
(15,632)
(14,703)
The accompanying notes form part of these financial statements.
For personal use only
VDM GROUP LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
17
CONSOLIDATED STATEMENT OF CASH FLOWS
2024
2023
Note
$000
$000
Cash flows from operating activities
Receipts from customers
-
-
Payments to suppliers and employees
(340)
(498)
Interest received
1
1
GST refunded
-
20
Net cash flows (used) in operating activities
22
(339)
(477)
Cash flows from investing activities
(Investment in) release from security deposit
-
-
Proceeds from sale of property, plant and equipment
1,178
740
Net cash flows from investing activities
1,178
740
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
-
-
Net increase/(decrease) in cash and cash equivalents
839
263
Cash and cash equivalents at beginning of period
1,390
1,127
Cash and cash equivalents at end of period
11
2,229
1,390
The accompanying notes form part of these financial statements.
For personal use only
VDM GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
18
CONSOIDATED STATEMENT OF CHANGES IN EQUITY
Issued
Capital
Ordinary
Accumulated
Losses
Equity
reserve
Share
options
reserve
Total
$000
$000
$000
$000
$000
Balance at 1 July 2023
297,360
(312,555)
457
35
(14,703)
Comprehensive loss for the year
-
(929)
-
-
(929)
Total comprehensive loss for
the year
-
(929)
-
-
(929)
Transactions with owners in
their capacity as owners
Share Issue
-
-
-
-
-
Share based payments
-
-
-
-
-
Capital raising costs
-
-
-
-
-
Balance at 30 June 2024
297,360
(313,484)
457
35
(15,632)
Balance at 1 July 2022
297,360
(311,129)
457
35
(13,277)
Comprehensive loss for the year
-
(1,426)
-
-
(1,426)
Total comprehensive loss for
the year
-
(1,426)
-
-
(1,426)
Transactions with owners in
their capacity as owners
Share Issue
-
-
-
-
-
Share based payments
-
-
-
-
-
Capital raising costs
-
-
-
-
-
Balance at 30 June 2023
297,360
(312,555)
457
35
(14,703)
The accompanying notes form part of these financial statements.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
1.
CORPORATE INFORMATION ....................................................................................... 20
2.
SUMMARY OF MATERIAL ACCOUNTING POLICIES ......................................................... 20
3.
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS ................... 25
4.
SEGMENT INFORMATION .......................................................................................... 26
5.
REVENUE ................................................................................................................ 27
6.
EXPENSES ............................................................................................................... 27
7.
DISCONTINUED OPERATIONS .................................................................................... 28
8.
INCOME TAX ........................................................................................................... 29
9.
LOSS PER SHARE ..................................................................................................... 30
10. DIVIDENDS PROPOSED AND PAID .............................................................................. 31
11. CASH AND CASH EQUIVALENTS ................................................................................. 31
12. SECURITY DEPOSITS ................................................................................................ 31
13. TRADE AND OTHER RECEIVABLES .............................................................................. 32
14. ASSETS HELD FOR SALE ........................................................................................... 33
15. DEVELOPMENT PROPERTIES ...................................................................................... 33
16. PROPERTY, PLANT AND EQUIPMENT ........................................................................... 33
17. TRADE AND OTHER PAYABLES ................................................................................... 34
18. INTEREST BEARING LOANS AND OTHER BORROWINGS ................................................ 34
19. PROVISIONS ........................................................................................................... 35
20. CONTRIBUTED EQUITY ............................................................................................. 36
21. ACCUMULATED LOSSES AND RESERVES ..................................................................... 37
22. CASHFLOW STATEMENT INFORMATION ...................................................................... 37
23. RELATED PARTY DISCLOSURE ................................................................................... 38
24. FINANCIAL ASSETS AND FINANCIAL LIABILITIES ......................................................... 39
25. PARENT ENTITY INFORMATION .................................................................................. 42
26. COMMITMENTS ........................................................................................................ 43
27. EVENTS AFTER THE REPORTING PERIOD..................................................................... 43
28. AUDITOR’S REMUNERATION ...................................................................................... 43
29. CLOSED GROUP CLASS ORDER DISCLOSURES ............................................................. 44
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
20
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 2024 were authorised for issue in accordance with a resolution
of the directors on 17 April 2025.
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);
•
the Cage Bengo Project located in the Republic of Angola (Cage Bengo); and
•
review of new project opportunities.
2.
SUMMARY OF MATERIAL 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 2024
In the year ended 30 June 2024, the Directors have reviewed all of the new and revised Standards
and Interpretations issued by the AASB that are relevant to the 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 2024.
d) Going concern
VDM incurred a net loss after tax for the year ended 30 June 2024 of $929,000 (2023: $1,426,000).
Net cash flows used in operating activities were $339,000 (2023: $477,000). At 30 June 2024, VDM
had net current liabilities of $15,635,000 (30 June 2023: $14,706,000). The cash position of VDM
at 30 June 2024 was $2,229,000 (30 June 2023: $1,410,000 inclusive of $20,000 of security
deposits).
VDM will require further capital funding:
•
for general corporate working capital including trade and other payables, and provisions that
become due (refer to notes 17 and 19);
•
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 18).
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.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
21
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; 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 2024. 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.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
22
f) 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.
g) 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.
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.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
23
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 8.
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.
h) Financial instruments
Financial instruments - assets
a. Classification
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).
b. 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.
c.
Impairment
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
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.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
24
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. 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.
i)
Exploration and evaluation expenditure
The Group expenses exploration and evaluation expenditure as incurred in respect of each identifiable
area of interest until a time where an asset is in development.
Exploration for and evaluation of mineral resources is the search for mineral resources after the entity
has obtained legal rights to explore in a specific area as well as the determination of the technical
feasibility and commercial viability of extracting mineral resource.
j) 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.
k) 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.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
25
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) 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.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
26
4.
SEGMENT INFORMATION
VDM
is
arranged
under
two
operating
divisions:
i)
construction
and
ii) mining and exploration. 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 2024.
The following table presents the revenue, profit and selected balance sheet information for the
Group’s reportable segments for the year ended 30 June 2024.
2024
Construction
& Trading
Mining &
Exploration
Unallocated
Total
$000
$000
$000
$000
Revenue
External revenue
-
-
1
1
Total segment revenue
-
-
1
1
Results
Segment results before tax
-
-
(892)
(892)
Finance costs
-
-
557
557
Depreciation and amortisation
-
-
-
-
Impairment and write downs
-
-
-
-
Reconciliation of segment results
before tax to net loss after tax
Segment results before tax
(892)
Net loss after tax from continuing
operations per the statement of
comprehensive income
(892)
Total assets
-
-
2,277
2,277
Total liabilities
113
4,679
13,117
17,909
Other disclosures
Exploration and evaluation asset
additions
-
-
-
-
The following table presents the revenue, profit, and selected expenditure information for the year
ended 30 June 2023 and selected balance sheet information as at 30 June 2023 for the Group’s
reportable segments.
2023
Construction
& Trading
Mining
Unallocated
Total
$000
$000
$000
$000
Revenue
External revenue
-
-
(1)
1
Total segment revenue
-
-
(1)
1
Results
Segment results before tax
-
-
(1,426)
(1,426)
Finance costs
-
-
595
595
Reconciliation of segment results
before tax to net loss after tax
Segment results before tax
(1,426)
Net loss after tax from continuing
operations per the statement of
comprehensive income
(1,352)
Total assets
41
-
2,611
2,652
Total liabilities
113
4,679
12,563
17,355
Major Customers
During 2024, VDM had no customer that contributed greater than 10% of revenue (2023: no
customer contributed greater than 10% of revenue.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
27
2024
2023
$000
$000
5.
REVENUE
Sales revenue
Revenue from contracts with customers
-
-
Total sales revenue
-
-
Other revenue
Interest
1
1
Total other revenue
1
1
Total revenue
1
1
2024
2023
$000
$000
6.
EXPENSES
a) Employee benefits expense
Wages and salaries - actual
89
122
Wages and salaries – reversal of historical provision
(97)
-
Superannuation expense
9
13
Other employee benefits expense
-
-
Total employee benefits expense
1
135
b) Finance costs
Bank fees and other finance charges
-
-
Interest
557
595
Total finance costs
557
595
c) Loss on sale
Loss on sale of property
-
256
Total finance costs
-
256
d) Other expenses
Insurances
-
56
Telecommunications
1
3
Computer costs
25
25
Foreign exchange losses
4
178
Other
249
165
Total other expenses
279
427
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
28
2024
2023
$000
$000
7.
DISCONTINUED OPERATIONS
Financial performance of discontinued operations
Revenue
-
-
Expenses
(37)
-
Operating profit
(37)
-
Finance costs
-
-
Loss on sale of assets
-
-
Loss from discontinued operations before income tax
(37)
-
Income tax expense
-
-
Loss from discontinued operations after income tax
(37)
-
Assets and liabilities of the discontinued operations
Total Assets
-
1,215
Total Liabilities
-
-
Net assets attributable to discontinued operations
-
1,215
Net cash flows attributable to discontinued operations
Operating
-
-
Investing
1,178
-
Financing
-
-
Net cash (outflow) / inflow
1,178
-
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
29
2024
2023
$000
$000
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
-
-
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
(929)
(1,426)
Total accounting loss before tax
(929)
(1,426)
Prima facie income tax expense @25%
(232)
(357)
Prior year tax over provision
-
-
Tax adjustment for non-deductible expenses
9
64
Tax adjustment for non-assessable income
-
-
Temporary differences and unrecognised tax losses
223
293
Aggregate income tax expense
-
-
Income tax expense reported in the consolidated income
statement
-
-
Aggregate income tax expense
-
-
Current period income tax amounts were calculated based on a reduced corporate income tax rate
of 25% (2023: 25.0%).
c)
Recognised deferred tax asset and
liabilities
Statement of
financial position
Statement of
comprehensive
income
2024
2023
2024
2023
$000
$000
$000
$000
Deferred tax liabilities
Other
-
-
-
-
Gross deferred tax liabilities
-
-
-
-
Deferred tax assets
Provision for employee entitlements
-
25
25
-
Provisions – other
30
30
-
-
Trade and other receivables
223
223
-
-
Trade and other payables
107
109
2
15
Contributed equity
-
-
-
-
Deferred tax assets not recognised
(360)
(387)
(27)
(15)
Gross deferred tax assets
-
-
-
-
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
30
d)
Tax losses
VDM Group has recognised a deferred tax asset of $nil (2023: $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 $138,275,000 (2023: $137,470,000). 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 2024, 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 (2023: 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.
2024
2023
$000
$000
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
(892)
(1,426)
Net loss attributable to ordinary equity holders of the
parent for basic earnings
(929)
(1,426)
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
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
31
2024
2023
$000
$000
10.
DIVIDENDS PROPOSED AND PAID
a)
Declared and paid during the year
Dividends on ordinary shares:
Final dividend for 2024: nil cents per share
(2023: nil cents per share)
-
-
Interim dividend for 2024: nil cents per share
(2023: nil cents per share)
-
-
Dividends paid during the year
-
-
b)
Dividend proposed, not recognised as a liability
Final dividend for 2024: nil cents per share
(2023: 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 25.0% (2023: 25.0%)
3,459
3,459
Franking debits that will arise from the refunds of income tax
receivable as at the end of the financial year
-
-
Franking credits available for future periods
3,459
3,459
11.
CASH AND CASH EQUIVALENTS
Cash at bank and in hand
2,229
1,390
Cash and cash equivalents
2,229
1,390
Reconciliation to cash flow statement
For the purposes of the cash flow statement, cash and cash
equivalents comprise the following at 30 June:
Cash at bank and in hand
2,229
1,390
Cash for reconciliation of cash flow statement
2,229
1,390
Cash at bank earns interest at floating rates or term deposit rates.
12.
SECURITY DEPOSITS
Security Deposits
-
20
Current
-
20
Non-current
-
-
Total security deposits
-
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.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
32
2024
2023
$000
$000
13.
TRADE AND OTHER RECEIVABLES
Trade receivables
891
891
Other debtors
45
24
Impairment of trade and other receivables
(891)
(891)
Total trade and other receivables
45
24
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)
891
891
Total trade receivables
891
891
b) Allowance for impairment loss
Balance at 1 July 2023
891
891
Charge for the year
-
-
Write-back over provision
-
-
Write offs
-
-
Balance at 30 June 2024
891
891
* PDNI – past due not impaired
** IM - impaired
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 2024 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.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
33
2024
2023
$000
$000
14.
ASSETS HELD FOR SALE
Assets held for sale
-
1,215
Total assets held for sale
-
1,215
Reconciliation of carrying amounts
Balance at 1 July
1,215
-
Revaluation
(37)
-
Disposals
(1,178)
-
Asset transferred from investment properties
-
1,215
Balance at 30 June
-
1,215
During the year, the Company sold its apartment in Mandurah, Western Australia, netting $1.178m
after costs.
15.
DEVELOPMENT PROPERTIES
Development properties
-
996
Total development properties - NRV
-
996
Reconciliation of carrying amounts
Balance at 1 July
-
996
Additions
-
-
Disposals
-
(740)
Loss on sale of development properties
-
(256)
Balance at 30 June
-
-
During the year ended 30 June 2023, the Company sold its 52% interest in vacant land at Lot 501,
Greenfield Street, Boodarie in South Headland in Western Australia, referred to as the “Quartz Estate”
and realised net proceeds of $740k, resulting in a loss on sale of $256k. The decision was made to
sell the property due to concerns about the short to medium term outlook for vacant development
land in the South Headland region.
16.
PROPERTY, PLANT AND EQUIPMENT
Leasehold improvements at cost
14
14
Accumulated depreciation
(11)
(11)
Total leasehold improvements
3
3
Plant & equipment at cost
29
29
Accumulated depreciation
(29)
(29)
Total plant & equipment
-
-
Total property, plant and equipment
3
3
Reconciliation of carrying amounts
Leasehold Improvements
Balance at 1 July net of accumulated depreciation
3
3
Additions
-
-
Disposals
-
-
Depreciation
-
-
Balance at 30 June
3
3
Total property, plant and equipment
3
3
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
34
2024
2023
$000
$000
17.
TRADE AND OTHER PAYABLES
Trade payables and accruals
595
496
Employee related payables
-
5
Other payables
4,679
4,679
Total trade and other payables
5,274
5,180
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 2023: $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
24.
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(a)).
18.
INTEREST BEARING LOANS AND OTHER BORROWINGS
Shareholder loan (AUD denominated)
6,099
5,828
Shareholder loan (USD denominated)
6,412
6,122
Hire purchase liabilities
-
-
Total interest bearing loans and other borrowings
12,511
11,950
Reconciliation of carrying amounts
Balance at 1 July
11,950
11,177
Interest - refer note 6
557
595
Foreign exchange loss/(gain) - refer note 6
4
178
Balance at 30 June 2024
12,511
11,950
a)
Fair values
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.
c) Financing facilities
Credit cards
-
20
Balance at 30 June 2024
-
20
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
35
During the year, the Company cancelled its credit cards and therefore the bond was no longer
required by the Company’s banker with the funds being returned to the general account.
d) Shareholder loans
During the period VDM’s largest shareholder, Australia Kengkong Investments Co Pty Ltd
(“Kengkong”), made no further advances to VDM under the terms of a Framework Loan Agreement
(“FLA”) (2023: Nil). At 30 June 2024, $12,511,000 (2023: $11,950,000) 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 2024 shareholder loan balances include $556,668 of interest accrued in the year (2023:
$595,000 of accrued interest) and $4,282 of unrealised foreign exchange gains recorded in the year
(2023: $178,000) 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.
2024
2023
$000
$000
19.
PROVISIONS
Current
Employee entitlements
-
101
Construction warranties
11
11
Other construction contract obligations
74
74
Other provisions
39
39
Total current provisions
124
225
Non-Current
Employee entitlements
-
-
Total non-current provisions
-
-
Total provisions
124
225
a) Movement in provisions
2024
Balance
1 Jul
2023
Arising
during
the year
Utilised
during
the year
Unused
amounts
reversed
Balance
30 Jun
2024
$000
$000
$000
$000
$000
Employee entitlements
101
2
(4)
(99)
-
Construction warranties
11
-
-
-
11
Other construction contract obligations
74
-
-
-
74
Other provisions
39
-
-
-
39
Total provisions
225
2
(4)
(99)
124
2023
Balance
1 Jul
2022
Arising
during
the year
Utilised
during
the year
Unused
amounts
reversed
Balance
30 Jun
2023
$000
$000
$000
$000
$000
Employee entitlements
103
3
(5)
-
101
Construction warranties
11
-
-
-
11
Other construction contract obligations
74
-
-
-
74
Other provisions
39
-
-
-
39
Total provisions
227
3
(5)
-
225
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
36
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.
2024
2023
$000
$000
20.
CONTRIBUTED EQUITY
a) Ordinary shares
Issued and fully paid
297,360
297,360
Number of
Shares
$000
Balance at 1 July 2022
6,927,660,952
297,360
Share Issues
-
-
Capital raising costs
-
-
Balance at 1 July 2023
6,927,660,952
297,360
Share Issues
-
-
Capital raising costs
-
-
Balance at 30 June 2024
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.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
37
2024
2023
$000
$000
21.
ACCUMULATED LOSSES AND RESERVES
a) Movement in accumulated losses
Balance at 1 July
(312,555)
(311,129)
Net loss attributable to members of VDM Group Limited
(929)
(1,426)
Balance at 30 June
(313,484)
(312,555)
b) Share options reserve
Balance at 1 July
35
35
Arising during the year
-
-
Balance at 30 June
35
35
c) Movement in equity reserve
Balance at 1 July
457
457
Balance at 30 June
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.
22.
CASHFLOW STATEMENT INFORMATION
Reconciliation of net profit after tax to the net cash flows from operations
Net loss after tax
(929)
(1,426)
Non-cash items:
Depreciation and amortisation
-
-
Loss on disposal of property
-
256
Revaluation of assets for sale
37
-
Share based payment
-
-
Change in operating assets and liabilities:
(Increase)/decrease in trade and other receivables
(21)
(11)
Increase in trade and other creditors
675
919
Decrease in provisions
(101)
(2)
Net cash flows used in operating activities
(339)
(477)
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
38
23.
RELATED PARTY DISCLOSURE
Note 29 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 2024, the amount due from associates is Nil (2023: Nil)
b)
Transactions with key management personnel
Luk Hiuming
During the 2024 year, VDM paid $nil (2023 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 $557,000 has been recognised for the current year (2023: $595,000)
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 2024 and 30 June 2023, except for those noted above.
2024
2023
$
$
d) Compensation for key management personnel
Short term
124,036
113,844
Long term
-
-
Post employment
5,337
6,113
Share-based payments
-
-
Termination benefits
-
1,260
Total compensation
129,373
121,217
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
39
2024
2023
$000
$000
24.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES
a) Financial assets
Cash and cash equivalents (note 11)
2,229
1,390
Security deposits (note 12)
-
20
Trade and other receivables (note 13)
45
24
Total Financial Assets
2,274
1,434
b) Financial liabilities
Current interest-bearing loans and borrowings
6% secured interest-bearing loan from Kengkong (note 18)
12,511
11,950
Total current interest-bearing loans and borrowings
12,511
11,950
c) Other financial liabilities
Other financial liabilities, other than interest-bearing loans
and borrowings
Trade and other payables (note 17)
5,274
5,180
Total other financial liabilities
5,274
5,180
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.
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
40
24.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONTINUED)
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.
2024
2023
$000
$000
Post-tax gain / (loss)
+ 1% (100 basis points)
22
14
- 1% (100 basis points)
(22)
(14)
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 5). Financial instruments are held amongst reputable
financial institutions thus minimising the risk of default of these counterparties.
The maximum exposure to credit risk at the reporting date was as follows:
Cash and cash equivalents (note 11)
2,229
1,390
Security deposits (note 12)
-
20
Trade and other receivables (note 13)
45
24
2,274
1,434
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.
2024
2023
$000
$000
The financial instruments exposed to US dollar foreign exchange rate risk are as follows:
Financial assets
Cash and cash equivalents
-
-
Balance at the end of the year
-
-
Financial liabilities
Interest bearing loans and other borrowings (note 18)
6,412
6,122
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
41
24.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONTINUED)
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.
2024
2023
$000
$000
Post-tax gain / (loss)
+ 10% (100 basis points)
(641)
(612)
- 10% (100 basis points)
641
612
Liquidity risk
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 2024.
Repayment obligations in respect of loans and trade and other payables are as follows:
Not later than one year
17,785
17,130
Later than one year but not later than two years
-
-
Later than two years but not later than three years
-
-
Later than three years
-
-
17,785
17,130
The following table reflects a maturity analysis of financial liabilities.
Total
0-60
Days
61 Days
- 1 Year
1- 5
Years
>5
Years
$000
$000
$000
$000
$000
Year ended 30 June 2024
Financial liabilities
Trade and other payables (note 17)
5,274
595
4,679
-
-
Interest bearing loans and other
borrowings (note 18)
12,511
12,511
-
-
-
Total financial liabilities
17,785
13,106
4,679
-
-
Year ended 30 June 2023
Financial liabilities
Trade and other payables (note 17)
5,180
501
4,679
-
-
Interest bearing loans and other
borrowings (note 18)
11,950
11,950
-
-
-
Total financial liabilities
17,130
12,451
4,679
-
-
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
42
24.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES (CONTINUED)
e) Fair value
At 30 June 2024 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.
f) Changes in liabilities arising from financial activities
1 Jul 2023
Cash flows
Foreign
exchange
movement
Other
30 Jun
2024
$000
$000
$000
$000
$000
Year ended 30 June
2024
Current interest-bearing
loans and borrowings
11,950
-
4
557
12,511
Total liabilities from
financing activities
11,950
-
4
557
12,511
1 Jul 2022
Cash flows
Foreign
exchange
movement
Other
30 Jun
2023
$000
$000
$000
$000
$000
Year ended 30 June
2023
Current interest-bearing
loans and borrowings
11,177
-
178
595
11,950
Total liabilities from
financing activities
11,177
-
178
595
11,950
2024
2023
$000
$000
25.
PARENT ENTITY INFORMATION
Current assets
2,274
2,608
Total assets
2,277
2,611
Current liabilities
17,909
17,314
Total liabilities
17,909
17,314
Issued capital
297,360
297,360
Accumulated loss
(313,484)
(312,555)
Option reserve
492
492
Total shareholders’ equity
(15,632)
(14,703)
Loss of parent entity
(929)
(1,426)
Total comprehensive loss of the parent entity
(929)
(1,426)
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
43
26.
COMMITMENTS
a) Bank guarantees
As at 30 June 2024, 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 2024 contingent amount translates to AUD $133,800 (2023: 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 2024 (2023: nil).
27.
EVENTS AFTER THE REPORTING PERIOD
There have been no significant events occur after 30 June 2024 date and up to the date of this report.
2024
2023
$
$
28.
AUDITOR’S REMUNERATION
Amount received or receivable for:
Auditing financial statements – Hall Chadwick
23,000
29,410
Non audit fees (tax compliance & other advisory)
-
-
Total auditor's remuneration
23,000
29,410
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
44
29.
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.
Country of
% equity interest
Subsidiary Name
Incorporation
2024
2023
*
VDM Trading Pty Ltd
Australia
100%
100%
*
VDM Mining Pty Ltd
Australia
100%
100%
*
VDM Equipment Pty Ltd
Australia
100%
100%
*
VDM Construction Pty Ltd
Australia
100%
100%
*
Keytown Constructions Pty Ltd
Australia
100%
100%
*
VDM Developments Pty Ltd
Australia
100%
100%
*
VVDM Engineering (Eastern Operations) Pty Ltd
Australia
100%
100%
*
Burchill VDM Pty Ltd
Australia
100%
100%
*
VVDM Group Limited International (Dubai
Branch) Pty Ltd
Australia
100%
100%
*
BCA Consultants Pty Ltd
Australia
100%
100%
VDM Africa Holidings Ltd
British Virgin Islands
100%
100%
The EB Trust
Australia
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
2024
2023
$000
$000
Loss from continuing operations before income tax
(892)
(1,170)
Income tax expense
-
-
Loss from continuing operations after income tax
(892)
(1,170)
Profit from discontinued operations after income tax
(37)
-
Loss for the year
(929)
(1,170)
Non-controlling interest
-
-
Dividends paid
-
-
Accumulated losses at the beginning of the year
(312,555)
(311,385)
Accumulated losses at the end of the year
(313,484)
(312,555)
For personal use only
VDM GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
45
33.
CLOSED GROUP CLASS ORDER DISCLOSURES (CONTINUED)
Statement of financial position
Closed Group
2024
2023
$000
$000
ASSETS
Current Assets
Cash and cash equivalents
2,229
1,390
Security deposits
-
20
Trade and other receivables
45
24
Assets held for sale
-
1,215
Other assets
-
-
Total Current Assets
2,274
2,649
Non-Current Assets
Property, plant and equipment
3
3
Total Non-Current Assets
3
3
Total Assets
2,277
2,652
Liabilities
Current Liabilities
Trade and other payables
5,274
5,180
Interest-bearing loans and borrowings
12,511
11,950
Provisions
124
225
Total Current Liabilities
17,909
17,355
Total Liabilities
17,909
17,355
Net Assets/(Liabilities)
(15,632)
(14,703)
Equity
Contributed equity
297,360
297,360
Share options reserve
35
35
Equity reserve
457
457
Accumulated losses
(313,484)
(312,555)
Total Equity/(Deficit)
(15,632)
(14,703)
For personal use only
VDM GROUP LIMITED
CONSOLIDATED ENTITY DISCLOSURE STATMENT
FOR THE YEAR ENDED 30 JUNE 2024
46
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
Entity Name
Entity Type
Country of
Incorporation
Ownership
Interest
Tax
Residency
VDM Group Limited
Body corporate
Australia
N/A
Australia
VDM Trading Pty Ltd
Body corporate
Australia
100%
Australia
VDM Mining Pty Ltd
Body corporate
Australia
100%
Australia
VDM Equipment Pty Ltd
Body corporate
Australia
100%
Australia
VDM Construction Pty Ltd
Body corporate
Australia
100%
Australia
Keytown Constructions Pty
Ltd
Body corporate
Australia
100%
Australia
VDM Developments Pty Ltd
Body corporate
Australia
100%
Australia
VVDM Engineering (Eastern
Operations) Pty Ltd
Body corporate
Australia
100%
Australia
Burchill VDM Pty Ltd
Body corporate
Australia
100%
Australia
VDM Group Limited
International (Dubai Branch)
Pty Ltd
Body corporate
Australia
100%
Australia
BCA Consultants Pty Ltd
Body corporate
Australia
100%
Australia
VDM Africa Holidings Ltd
Body corporate
British Virgin
Islands
100%
Australia
The EB Trust
Body corporate
Australia
100%
Australia
Basis of preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the
Corporations Act 2001. It includes certain information for each entity that was part of the Group at
the end of the financial year 30 June 2024.
Determination of tax residency
Section 295 (3A) of the Corporations Act 2001 defines tax residency as having the meaning in the
Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there
are currently several different interpretations that could be adopted, and which could give rise to a
different conclusion on residency. It should be noted that the definitions of Australian resident and
foreign resident in the Income Tax Assessment Act 1997 are mutually exclusive. This means that if
an entity is an Australian resident it cannot be a foreign resident for the purposes of disclosure in
the CEDS.
In determining tax residency, the Group has applied the following interpretation:
Australian tax residency
The Group has applied current legislation and judicial precedent, including having regard to the Tax
Commissioner’s public guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the Group has used independent tax advisers in foreign jurisdictions to assist in
determining tax residency and ensure compliance with applicable foreign tax legislation.
For personal use only
VDM GROUP LIMITED
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2024
47
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 14 to 47 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 2024 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)
the financial statements and notes also comply with International Financial Reporting
Standards as disclosed in note 2(b);
(c)
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;
(d)
the information disclosed in the consolidated entity disclosure statement on page 46 is true
and correct;
(e)
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 2024; and
(f)
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 33 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
17 April 2025
For personal use only
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VDM GROUP LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of VDM Group Limited (“the Company”) and its subsidiaries (“the
Consolidated Entity”), which comprises the consolidated statement of financial position as at 30 June 2024,
the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policy information, the consolidated entity disclosure
statement and the director’s declaration.
In our opinion:
a.
the accompanying financial report of the Consolidated Entity is in accordance with the Corporations Act
2001, including:
(i)
giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2024 and
of its financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Consolidated Entity in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and
Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2(d) in the financial report which indicates that the Company incurred a net loss of
$929,000 during the year ended 30 June 2024. As stated in Note 2(d), these events or conditions, along with
other matters as set forth in Note 2(d), indicate that a material uncertainty exists that may cast significant
doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in this respect of
this matter.
For personal use only
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report of the current period.
We have determined that there are no key audit matters to communicate in our report.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Consolidated Entity’s annual report for the year ended 30 June 2024, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon, with the exception of the remuneration report and our related
assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error, and the
consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Consolidated Entity or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
For personal use only
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Consolidated Entity’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Consolidated Entity’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 Consolidated Entity to cease to
continue as a going concern.
•
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.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Consolidated Entity to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Consolidated Entity 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.
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 the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
For personal use only
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.
In our opinion, the Remuneration Report of Company, for the year ended 30 June 2024, complies with section
300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with s 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
MICHAEL HILLGROVE FCA
Director
Dated this 17th day of April 2025
Perth, Western Australia
For personal use only
VDM GROUP LIMITED
ASX ADDITIONAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2024
ASX ADDITIONAL INFORMATION
Additional information required by ASX Listing Rules and not shown elsewhere in the report is set
out below. The information is current as of 1 April 2025.
TWENTY LARGEST SHAREHOLDERS
Number of ordinary
Shareholder
fully paid shares held
% held of
shares
Australia Kengkong Investments Co Pty Ltd
2,070,000,000
29.88
H & H Holdings Australia Pty Ltd
1,085,110,976
15.66
Seabank Resources LDA
650,000,000
9.38
CF International Development Limited
600,000,000
8.66
Thriving Treasure Limited
520,000,000
7.51
Sino Plant Holding Limited
250,000,000
3.61
Briston Holdings Limited
200,000,000
2.89
Seawire Limited
130,000,000
1.88
Citicorp Nominees Pty Limited
126,621,061
1.83
Golden Bloom Investments Pty Ltd
125,000,000
1.80
BNP Paribas Nominees Pty Ltd ACF CLEARSTREAM
50,040,785
0.72
MYOORA PTY LTD
42,193,804
0.61
Miss Xiaoli Jia
40,892,000
0.59
Miss Shan He
33,502,126
0.48
M&C COGHLAN PTY LTD
25,000,000
0.36
BNP Paribas Nominees Pty Ltd
23,183,190
0.33
Ms Chang Li
22,000,000
0.32
Mr Brian Hon Leung Lee + Mrs Joyce Lai Ching Lee
19,282,828
0.28
Mr Brian Hon Leung Lee
19,000,000
0.27
Mr Van Tuan Vo
17,938,358
0.26
Total
6,049,765,128
87.33
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.
Number of
ordinary
Shareholder
fully paid shares
held
% held of shares
Australia Kengkong Investments Co Pty Ltd
2,070,000,000
29.88
H & H Holdings Australia Pty Ltd
1,085,110,976
15.66
Seabank Resources LDA
650,000,000
9.38
CF International Development Limited
600,000,000
8.66
Thriving Treasure Limited
520,000,000
7.51
For personal use only
52
VDM GROUP LIMITED
ASX ADDITIONAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2024
DISTRIBUTION OF SHAREHOLDINGS
Number of
shareholders
Number of
Range of holding
ordinary
shares
% of
shares
1 - 1,000
150
16,284
-
1,001 - 5,000
98
302,284
-
5,001 - 10,000
78
625,104
0.01
10,001 - 100,000
440
24,501,203
0.35
100,001 - 9,999,999,999
673
6,902,216,076
99.63
Total
1,459 6,927,660,952
100.00
The number of shareholders with less than a marketable parcel is 1,095 holding in total
103,768,483 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%.
For personal use only
53
VDM GROUP LIMITED
ASX ADDITIONAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2024
SUMMARY OF RESULTS OF THE ENTITY’S ANNUAL REVIEW OF ITS MINERAL RESOURCES
AND ORE RESERVES.
The Company carries out an annual review of its Mineral Resources and Ore Reserves as required by
the ASX Listing Rules.
The Group has reported a maiden copper Mineral Resource Estimate for CdB Copper Project of 18.4
Mt @ 1.0% Cu for 183,845t of copper (refer Competent Person’s Statement in ASX Additional
Information Section), 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
(Mt)
Cu %
Contained Cu (t)
Measured
0.875
1.62
14,179
Indicated
12.592
0.98
123,411
Inferred
4.937
0.94
46,355
Total
18.404
1.00
183,845
Notes: 1. Reported above a Cu cut-off grade of 0.2%;
2. Discrepancies may occur due to rounding.
COMPETENT PERSON STATEMENT
The information in this report which relates to Mineral Resources for the Cachoerias do Binga Project
is extracted from a report released to the Australian Securities Exchange (ASX) on 26 November
2020 titled “VDM Delivers Maiden Copper Resource at CdB Copper Project” which was based on
information compiled by Ms Bonnie (Yanfang) Zhao and Dr Yiefei Jia, full time employees of SRK
Consulting (China) Ltd and respectively, a Member and a Fellow of the Australasian Institute of Mining
and Metallurgy. Each has sufficient experience which is relevant to the style of mineralisation and
type of deposit under consideration and to the activity which they are undertaking to qualify as
Competent Persons as defined in the 2012 Edition of the “Australasian Code for Reporting of
Exploration Results, Mineral Resources, and Ore Reserves”. Ms Zhao and Dr Jia consented to the
reporting of the information in the form and context in which it appears. Those consents remain in
place for subsequent releases by the Company of the same information in the same form and context,
until the consent is withdrawn or replaced by a subsequent report and accompanying consent.
The Company confirms that is not aware of any new information or data that materially affects the
information included in the original ASX announcement released on 26 November 2020, and, in the
case of estimates of Mineral Resources, that all material assumptions and technical parameters
underpinning the estimates in the original ASX announcement continue to apply and have not
materially changed. The Company confirms that the form and context in which the Competent
Persons’ findings are presented have not been materially modified from the original ASX
announcement.
For personal use only
54