VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Appendix 4E and Annual Report
1. Details of reporting period
Reporting period:
Previous corresponding period:
12 months ended 31 December 2022
12 months ended 31 December 2021
2. Results for announcement to the market
Revenues from ordinary activities
Profit / (loss) from ordinary activities after tax
attributable to members
Profit / (loss) for the period attributable to members
Net tangible asset per share
12 months ended
31 December 2022
$
3,258,065
(345,259)
12 months ended
31 December 2021
$
3,062,939
663,567
%
Change
6%
-152%
(345,259)
0.0003
663,567
0.0004
-152%
-25%
3. Dividends/distributions
No dividends were paid during the period, or in the prior period, and no dividends are proposed to be paid.
4. Details of entities over which control has been gained or lost during the period
During the reporting period, the Company acquired the remaining ~30% interest in the issued capital of EcoQuip Australia
Pty Limited and its controlled entities (EcoQuip), increasing the Company’s ownership interest from 70% as at 31
December 2021 to 100% as at 31 December 2022. Further details are included in the accompanying Annual Report.
5. Commentary on results for the year
Refer to the attached Annual Report.
6. Status of the audit
The attached Annual Report has been audited.
For and on behalf of the Board of Volt Power Group Limited.
Adam Boyd
Chairman
Perth
Dated: 28 February 2023
Appendix 4E and Annual Report – For the year ended 31 December 2022
1
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
ANNUAL REPORT
For the year ended 31 December 2022
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Contents
Corporate Directory ................................................................................................................................................. 3
Corporate Governance Statement ............................................................................................................................ 4
Corporate and Operational Review ........................................................................................................................... 4
Directors’ Report ..................................................................................................................................................... 8
Consolidated Statement of Profit or Loss and Other Comprehensive Income ......................................................... 20
Consolidated Statement of Financial Position ........................................................................................................ 21
Consolidated Statement of Changes in Equity ....................................................................................................... 22
Consolidated Statement of Cash Flows .................................................................................................................. 23
Notes to the Consolidated Financial Statements .................................................................................................... 24
Directors' Declaration ............................................................................................................................................ 47
Independent Audit Report ...................................................................................................................................... 48
Investor Information .............................................................................................................................................. 52
2
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Corporate Directory
ABN: 62 009 423 189
Directors
Adam Boyd
Executive Chairman
Simon Higgins
Non-Executive Director
Peter Torre
Non-Executive Director
Paul Everingham
Non-Executive Director
Company Secretary
Peter Torre
Principal place of business
6 Bradford Street
Kewdale WA 6105
ph (08) 9437 4966
Registered office
6 Bradford Street
Kewdale WA 6105
Share register
Link Market Services Pty Ltd
Level 12
250 St George’s Terrace
Perth WA 6000
Auditor
BDO Audit (WA) Pty Ltd
Level 9 Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
Solicitors
Thomson Greer
Level 27, Exchange Tower
2 The Esplanade
Perth WA 6000
Bankers
Commonwealth Bank of Australia
Corporate Financial Services
Level 14C, 300 Murray Street
Perth WA 6000
Stock Exchange Listings
Australian Securities Exchange (ASX)
ASX Code: VPR
Website
www.voltpower.com.au
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VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Corporate Governance Statement
Volt Power Group Limited and the Board are committed to achieving and demonstrating the highest standards of corporate
governance reasonably expected for a company of the size and nature of Volt Power Group Limited. Volt Power Group Limited
has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (4th
edition) published by the ASX Corporate Governance Council.
The 2022 corporate governance statement is dated as at 28 February 2023 and reflects the corporate governance practices
in place throughout the financial year. A description of the Group's current corporate governance practices is set out in the
Group's corporate governance statement which can be viewed at www.voltpower.com.au/about.
Corporate and Operational Review
The directors provide you with the following corporate and operational review of the consolidated entity (referred to hereafter
as the Group) consisting of Volt Power Group Limited ("Volt" or "the Company") and the entities it controlled at the end of, or
during, the year ended 31 December 2022.
1. Summary
(a) Operations
Corporate & Administration
The salient Corporate activities during the period included:
•
•
•
•
In April 2022, the Company’s subsidiary, EcoQuip Australia Pty Ltd (EcoQuip) successfully secured a $2 million
Equipment Finance Facility and $1 million Trade Finance Facility from Westpac Banking Corporation Limited (Westpac
Credit Facilities).
In April 2022, the Company appointed Mr Paul Everingham as a Non-Executive Director. Immediately prior to joining the
Volt Board, Mr Everingham completed a 4-year tenure as the CEO of the Chamber of Minerals and Energy of Western
Australia (CME) where he played a significant leadership role in co-ordinating the resource sector response to the
COVID19 pandemic and building stronger relationships between the resources industry and the communities in which
they operate. Mr Everingham founded and built GRA Everingham Corporate Advisory over a 10-year period from 2006
establishing a reputation as one of Australia’s most influential government and corporate relations advisory businesses.
The Company undertook a Chairman rotation during the period. Mr Adam Boyd accepted the role of Executive Chairman
and Mr Simon Higgins that of Non-Executive Director of the Company.
In November 2022, the Company acquired the remaining ~30% interest in the issued capital of EcoQuip Australia Pty
Ltd (EcoQuip) from EcoQuip founder, Mr David Sharp and his family. The purchase consideration for the remaining 30%
interest in EcoQuip not already owned by Volt comprised:
1.
2.
A cash payment of $162,000 (funded by existing cash reserves); and
The issue of 1,371,674,653 new fully paid ordinary shares in Volt representing a 12.8% shareholding in the
Company.
The new Volt shares issued are subject to a mutually agreed 24-month voluntary escrow period.
ATEN (100% owned) – Waste heat to zero emission power generation
The ATEN Technology and achievements during the period are as follows:
•
•
The Company’s ATEN Technology is a baseload, zero emission waste heat to electricity generation solution that utilizes
recovered low grade industrial waste heat as its energy source. The ATEN Technology requires no water and operates
autonomously without a requirement for operating personnel.
The ATEN Technology enjoys Australian Innovation Patent certification (AIP# 2020202347).
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VOLT POWER GROUP LIMITED
ABN 62 009 423 189
•
•
•
Importantly, the ATEN waste heat to electricity technology is compatible and complimentary to the installation of hybrid
solar / wind intermittent power generation technologies. ATEN’s zero emission, baseload power supply capability reduces
the carbon intensity of OCGT & reciprocating engine powered thermal generation required to supply grid firming
generation capacity to electricity grids and remote island power with solar / wind and battery hybrid installations. This
increases the zero-emission penetration of electricity generation systems without the associated CAPEX increase in
control complexity, battery storage and generation intermittency associated with the high penetration solar and wind
hybrid systems.
The Company identified numerous new project opportunities for the ATEN system during the period and developed
project concept presentations to waste heat to resource owners including state owned power generation utilities and
onshore LNG production facility owners. These opportunities demonstrate significant carbon intensity reduction and new
value opportunity for all stakeholders.
The installation of incremental intermittent renewable capacity (solar/wind) to achieve medium to high penetration targets
(b/n 30% - 80%) are characterised by accelerating capital costs associated with the higher proportion of battery storage
required to follow immediate intermittency, more complex control systems and forecast increases in the manufacture
solar and wind capacity. The Company believes low carbon emission, high efficiency gas fuelled generation remains
critical to the achievement of both affordable, high penetration renewable hybrid systems and the grid stability required
to deliver mission critical industrial electricity supply and economic prosperity.
•
The ATEN benefits include:
Enhanced energy efficiency:
Lowest cost zero emission generation:
Scope 1 emission reduction:
Grid stability:
No water consumption:
Autonomous operation:
Small Footprint:
Hydrogen fuel compatible:
ACCU eligibility:
~10 - 25%
~20 – 50% cheaper than generation equivalent solar/BESS hybrid solution
Material carbon intensity reduction outcomes
Baseload supply delivering capacity and system stability enhancement
Reduced environmental approval requirements and OPEX
No operational personnel required and reduced OPEX
Retro-fit to existing assets on a brownfields site footprint
Compatible with & enhances hydrogen fuel viability
Creates ACCUs where deployed at remote site locations (subject to
accreditation)
• The ATEN Technology delivers zero emission generation capacity with a lower levelized long term cost of energy relative
to:
New diesel fueled generation capacity;
New gas fueled generation capacity where site delivered gas prices exceed $3 – $4.50/GJ (subject to heat resource);
Solar/BESS hybrid generation; and
Wind turbine hybrid generation.
• The Company remains highly optimistic that compelling opportunities to deploy the Volt ATEN waste heat to power solution
exist and will continue to prosecute a committed business development effort to resources project, LNG facility, power
generation and industrial waste heat resource owners.
HYTEN (100% owned) – Waste heat to zero emission hydrogen production
• The HYTEN waste heat to hydrogen technology comprises the aforementioned ATEN system supply baseload, zero
emission electricity and heat (where optimal) to either solid oxide, PEM and alkaline electrolyser systems.
• During the year, the Company secured a positive assessment of its HYTEN ‘Waste Heat to Hydrogen’ technology
Preliminary International Patent application with all claims confirmed as novel, inventive and compliant with the PCT. The
preliminary assessment encompasses HYTEN systems that incorporate all of alkaline, proton exchange membrane and
solid oxide electrolyser technologies. This is a positive development and the Company has progressed global patent
documentation to initiate final patent process assessment and approvals.
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VOLT POWER GROUP LIMITED
ABN 62 009 423 189
• As previously reported, preliminary HYTEN engineering activities have confirmed that HYTEN has numerous cost and
technical competitive advantages relative to an equivalent annual hydrogen production Solar / Wind to Hydrogen system.
These include:
A ~60% lower LCOE* for zero emission electricity supply to the electrolyser;
Up to ~300% greater electrolyser utilization performance (baseload Vs intermittent power supply);
At least 50%+ lower electrolyser CAPEX;
Higher system efficiency (particularly incorporating solid oxide electrolyser technology); and
A levelized, zero emission hydrogen production cost of ~US$2-$3/kg.
•
•
Volt advanced an EPC Contract Alliance Agreement with a significant Australian multi-disciplined engineering &
construction partner for the construction of projects using its proprietary ATEN / HYTEN “Waste Heat to Energy
technologies. These negotiations are advanced but incomplete.
The Board remains excited about the potential of the HYTEN technology to facilitate existing LNG facilities, natural gas
pipeline compression stations and some power station assets to become significant low-cost hydrogen producers by
exploiting the waste heat generated at existing energy infrastructure to create zero emission hydrogen. The potential for
on-site use of zero emission hydrogen to displace fossil fuel combustion as a feedstock for a high value chain fertiliser
or ammonia production is compelling at the stage of HYTEN’s technology development.
Wescone (100% owned) – proprietary, global benchmark sample crusher supply and service
Wescone salient activities and outcomes during the period comprised:
• Wescone is the Original Equipment Manufacturer (OEM) of the proprietary W300 sample crusher extensively deployed
in the global iron ore and assay laboratory industries. The Wescone OEM offering comprises three sample crushing
equipment solutions with alternative dimensional feed acceptance capabilities – the W300 Series 3, W300 Series 4 and
W300 Lab crushers.
•
•
The business continues to service its Tier 1 client base across Australia and respond to new tender and enquiry
opportunities for mineral resource & laboratory sample system projects in Australia and Africa.
As previously reported, Wescone received confirmation that its South African Patent Application for the Wescone W300
Series 4 crusher had been accepted. Wescone has initiated formal Patent Applications for the Australian, North
American and Eurasian continents during Q4 2022.
• Wescone maintains a growth strategy comprising the appointment of Distribution Agents with a sales and service
capability in Africa and North America and expanding the application of its crusher solution into sample and production
flowsheet designs in other bulk, battery, and rare earth commodities.
•
FY22 Wescone annual revenues exceeded $2.3 million.
EcoQuip Australia Pty Ltd (EcoQuip) (100% owned) – Mobile Solar Light & Communications Towers
EcoQuip salient achievements and activities for the period include:
•
•
EcoQuip is a developer and owner of a new Mobile Solar Light Tower solution incorporating a proprietary high efficiency
Solar / Battery Energy Storage System (BESS) and illumination solution delivering up to a 40% performance efficiency
increase compared to similar industry standard Solar / BESS Systems.
The EcoQuip MSLT is a zero emission, zero maintenance & zero OPEX mobile light tower solution with the illumination
performance and BESS power budget reliability to disrupt the traditional diesel fueled light tower market. The MSLT is
50% cheaper to hire and operate than a diesel fueled equivalent. The zero lifecycle, maintenance and OPEX capability
reduces the need for site based skilled labour. Each MSLT is telemetry enabled, remotely controlled/ monitored and can
be integrated with centralized autonomous operating systems.
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VOLT POWER GROUP LIMITED
ABN 62 009 423 189
•
•
•
•
•
•
•
EcoQuip’s “beachhead” deployment of 25x MSLTs at the Chevron operated Gorgon natural gas project located on
Barrow Island pursuant to a 5-year master hire agreement, continued to operate with outstanding reliability and
illumination performance.
EcoQuip has received a new purchase order pursuant to the MHA for an additional 10x MSLTs for deployment at Barrow
Island. Discussions are ongoing to plan for a further 20x MSLT deployment pursuant to the MHA during 2023.
In February 2023, EcoQuip and BHP Iron Ore Pty Ltd (BHP) agreed to extend the existing 6-month MSLT demonstration
trial agreement to 31 May 2023. During 2022, EcoQuip (together with its US domiciled fabrication partner) developed a
automated electric mast system (Automated Mast). The Automated Mast development was a significant project and has
been successful completed. BHP are now trialing 3x MSLT units fitted with EcoQuip’s unique Automated Mast solution.
EcoQuip’s national MSLT ‘roll-out’ strategy plan continued to progress during the period. Negotiations with its
potential MSLT distribution, sales and customer service partner across Australia’s eastern states advanced
positively. The Volt Board remains excited about the potential of the opportunity to work with a highly experienced
and established equipment hire and sales business. At the time of writing this report these negotiations have
progressed to an advanced stage, however are incomplete.
EcoQuip’s MSLT demonstration trials with Albermarle, Thiess and discussions with other potential large deployment
customers for the EcoQuip MSLT / MSCT demonstrations continue to progress positively and receive positive feedback.
Deployment negotiations and discussions with these parties are progressing well.
EcoQuip management finalised its critical inventory plan & supply chain strategy (Supply Chain Strategy) during the
period. The Supply Chain Strategy was developed to ensure potential geopolitical supply chain disruption can be
mitigated and delay risks minimised. The formal strategy implementation has commenced.
The EcoQuip Mobile Solar Environmental Tower (MSET) trial on Barrow Island commenced during Q4 2022. The
prototype MSET incorporates high resolution low light camera surveillance and Wi-Fi, 4G and satellite streaming
capability to monitor wildlife movement and protection. The MSET trial has been an outstanding success to date.
(b) Financial performance and financial position
The financial results of the Group for the year ended 31 December 2022 are summarised as follows:
Revenue from ordinary activities
Other revenue
Total revenue
Adjusted EBITDA1
EBITDA
Profit/(loss) for the period attributable to members
Profit/(loss) per share
Cash and cash equivalents
Net tangible assets per share
2022
$
3,258,065
354,119
3,612,184
900,638
280,464
(345,259)
(0.0036)
2,274,608
0.0003
2021
$
3,062,939
1,698,783
4,761,722
725,270
849,551
663,567
0.0072
1,882,994
0.0004
Change
%
6%
-79%
-24%
24%
-67%
-152%
-151%
21%
-25%
1 excluding $0.62 million non-cash executive option issue expense (2022) and $1.3m one-off Wescone settlement and $1.175 million non-cash executive
option issue expense (2021).
The Group made a loss for the year attributable to members of $345,259 (2021: profit of $663,567), experienced net cash
inflows from operating activities of $1,588,205 (2021: $1,170,267) and has a net asset balance of $4,415,000 (2021:
$4,345,615).
The Company continues to grow its Ordinary Revenues (+6%) reflecting the ongoing uptake of the Wescone W300 crusher
solution and EcoQuip Mobile Solar Light / Comms Tower solution.
7
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Directors’ Report
For the year ended 31 December 2022
The directors present their report together with the financial report of the consolidated entity (referred to hereafter as the
Group) consisting of Volt Power Group Limited ("Volt" or "the Company") and the entities it controlled at the end of, or during,
the year ended 31 December 2022 and the auditor's report thereon.
1. Directors
The names of the Company’s directors in office during the year and until the date of this report are set out below. Directors
were in office for this entire period unless otherwise stated.
• Mr Adam Boyd
• Mr Simon Higgins
• Mr Peter Torre
• Mr Paul Everingham
2. Directors and officers
Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director (appointed 11 April 2022)
Adam Boyd – Executive Chairman
Mr Boyd served as Chief Executive Officer and Managing Director of Pacific Energy Limited (ASX: PEA) from June 2006 to
March 2015. During his tenure at Pacific Energy Limited, Mr Boyd led the company to becoming the pre-eminent remote mine
site contract power business in Australia, with a 250 MW generation footprint across Australia. During this period Pacific
Energy's enterprise value increased from $9 million to approximate $250 million.
Prior to joining Pacific Energy Limited, Mr Boyd was a senior executive with Global Renewables Group when it was jointly
owned by GRD Limited and Hastings Fund Management Limited. During that tenure Mr Boyd was principally involved in the
successful commercialisation of the Global Renewables alternative waste treatment and renewable energy process
technology in Australia and the United Kingdom.
Mr Boyd is an infrastructure and energy specialist with considerable experience in areas of resource sector power generation,
energy and waste infrastructure project development, business development and business acquisitions, technology
commercialisation, public company management and equity and credit finance.
Other current and former directorships in last 3 years
None
Special responsibilities
Chairman of the board
Interests in shares and options
1,797,000,000 ordinary shares in Volt Power Group Limited
300,000,000 options in Volt Power Group Limited
Simon Higgins – Non-Executive Director
With an electrical trade background, Simon has close to 30 years’ experience in the delivery of large-scale complex projects
in renewables, mining, oil & gas, and community infrastructure. Simon was formerly the Chief Executive Officer and Managing
Director of the ECM group of companies, a leading construction and maintenance company based in Western Australia which
is now part of ASX-listed GenusPlus Group Ltd.
Mr Higgins is a past chairman of the National Electrical and Communications Association (NECA) WA, Electrical Group
Training and the College of Electrical Training.
Other current and former directorships in last 3 years
Non-Executive Chairman of Mayfield Group Holdings Limited (ASX: MYG)
Special responsibilities
None
Interests in shares and options
801,000,000 ordinary shares in Volt Power Group Limited
90,000,000 options in Volt Power Group Limited
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VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Peter Torre - Non-Executive Director and Company Secretary
Mr Peter Torre is a Chartered Accountant, a Chartered Secretary and a member of the Australian Institute of Company
Directors.
Mr Torre is the principal of Torre Corporate, an advisory firm which provides corporate secretarial services to a range of ASX
listed companies. He was previously a partner of an internationally affiliated firm of chartered accountants working within its
corporate services division.
Mr Torre is also the Company Secretary of the Company.
Other current and former directorships in last 3 years
Director of VEEM Ltd (ASX: VEE). Previously a director of Zenith Energy Limited (ceased in September 2020), Mineral
Commodities Ltd (ASX: MRC) (ceased on 15 October 2021) and Connexion Telematics Ltd (ASX: CXZ) (ceased on 17
November 2021).
Special responsibilities
None
Interests in shares and options
55,000,000 ordinary shares in Volt Power Group Limited
90,000,000 options in Volt Power Group Limited
Paul Everingham – Non-Executive Director
Mr Paul Everingham has held numerous senior executive roles in Australian business and government, including Chief
Executive and Managing Director of the Chamber of Minerals & Energy; Founder and Managing Director of GRA Everingham
Corporate Advisory; and senior advisory roles to the Federal Minister for Finance and within the Commonwealth Treasury.
Mr Everingham has a Bachelor of Commerce from the University of Queensland, a Post Graduate Diploma in Applied Finance
& Investment (FINSIA) and a Graduate Certificate in Financial Derivates from the Queensland University of Technology.
Other current and former directorships in last 3 years
Chair of Cirrus Networks Holdings Ltd (ASX: CNW).
Special responsibilities
None
Interests in shares and options
136,942,344 ordinary shares in Volt Power Group Limited
180,000,000 options in Volt Power Group Limited
3. Directors' meetings
The number of meetings of directors held during the year (or during the time the director held office) and the number of
meetings attended by each director were as follows:
Name
Adam Boyd
Simon Higgins
Peter Torre
Paul Everingham
Meetings held
4
4
4
3
Meetings attended
4
4
4
3
4. Principal activities
The principal activities of the Group during the financial year were:
ATEN (100% owned)
•
•
Further development of the ATEN ‘Waste Heat to Power’ technology flowsheet design specifically for open cycle turbine
generation asset retrofit to maximise baseload, zero emission electricity generation performance and reduce capital
installation and operating costs.
Extensive business development activities including site specific scoping studies aimed at securing commercial
arrangements to install the Company’s first ATEN ‘Waste Heat to Power’ facility in Australia.
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VOLT POWER GROUP LIMITED
ABN 62 009 423 189
•
Advanced engagement with a significant Tier 1 resource sector business on various incremental engineering studies
and EPC price submissions for the installation of up to two ATEN Waste Heat to Power systems with 35MW combined
electrical generation capacity at two existing Australian domiciled power stations.
HYTEN (100% owned)
•
•
The Company continued to advance the HYTEN flowsheet development comprising the integration of the ATEN Waste
Heat to Power Technology with a proven, high efficiency alkaline electrolyser and expanding the HYTEN patent to
include PEM and Solid oxide electrolyser solutions for the production of zero emission hydrogen fuel.
Secured a positive assessment of its HYTEN ‘Waste Heat to Hydrogen’ technology Preliminary International Patent
application with all claims confirmed as novel, inventive and compliant with the PCT. The preliminary assessment
encompasses HYTEN systems that incorporate all of alkaline, proton exchange membrane and solid oxide electrolyser
technologies.
EcoQuip (100% owned)
•
•
•
•
•
•
•
The continued design development of a new innovative EcoQuip Mobile Solar Light & Communications Tower solution
expanding the competency of its power management system, data analytics platform, remote control capability and
satellite communications.
Deployment of the existing EcoQuip Mobile Solar Light Tower (MSLT) fleet to achieve maximum possible hire utilisation
for the period.
Completion of 16 new MSLT Gen4 units component manufactured in the USA and assembled in Australia.
Commencement of manufacture of a further 10x EcoQuip MSLT Gen4 units for demonstration and deployment in
Australia.
Development of a new Mobile Environmental Monitoring Tower with low-cost satellite live streaming and AI activation
capabilities.
Demonstration deployment of the EcoQuip MSLT & MSCT Gen4 to major potential users in the resources and
construction sectors.
Negotiation of commercial terms for the long-term deployment of EcoQuip MSLT & MSCT equipment in the Australian
market.
Wescone (100% owned)
•
•
•
•
The operation of the Wescone business – the owner of the Wescone W300 sample crusher predominantly deployed
throughout the global iron ore and assay laboratory industry.
Completion of manufacture of ~30 new Wescone W300 Series 4, Series 3 and Series 2 sample crushers.
Business development activities to expand the distribution capabilities and product offering in Australia, Africa and North
America.
Secured a South African Patent for the Wescone W300 Series 4 crusher developed in 2019/20.
5. Dividends
There were no dividends paid or declared by the Company to members since the end of the previous financial year.
6. Operational and financial review
Information on the operations and financial position of the group and its business strategies and prospects is set out in the
corporate and operational review on pages 4 – 7 of this annual report.
7. Use of cash and assets readily convertible to cash
The Group has used its cash and assets readily convertible to cash during the period in a way that was consistent with its
business objectives.
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VOLT POWER GROUP LIMITED
ABN 62 009 423 189
8. Significant changes in the state of affairs
There are no significant changes in the state of affairs of the Group during the financial year.
9. Events since the end of the financial year
There are no events that occurred subsequent to the reporting period ending, that would have a material impact on the financial
statements as at 31 December 2022.
10. Likely developments and expected results of operations
The following events are likely to occur over the coming year:
•
Further progress towards the installation of the first ATEN waste heat to power technology at a power station.
• Expansion of the EcoQuip MSLT Gen4 fleet in both light and communications tower variants and deployment of an
expanded fleet in resource sector and construction markets in Australia and USA.
• Continued repair and sale deployment of the proprietary Wescone W300 crusher in Australia and internationally and
development of an expanded Wescone offering and related partnerships.
11. Environmental regulation
The Group is subject to environmental regulation in respect of any continuing operations. There have been no significant
known breaches of any environmental regulations to which the Group is subject.
12. Remuneration report (audited)
This Remuneration Report sets out information about the remuneration of the key management personnel (KMP) of the
Company and its controlled entities for the year ended 31 December 2022. This Report forms part of the Directors’ Report
and has been audited in accordance with section 300A of the Corporations Act 2001.
The Report details the remuneration arrangements for the Group’s key management personnel:
• Non-executive directors (NED’s); and
• Executive directors and senior executives (collectively the Executives).
KMP are those persons who, directly or indirectly, have authority and responsibility for planning, directing and controlling the
major activities of the Company and the Group.
The report is structured as follows:
(a) Key Management Personnel (KMP) covered in this report
(b) Remuneration policy, link to performance and elements of remuneration
(c) Link between remuneration and performance
(d) Contractual arrangements for executive KMP
(e) Remuneration expenses for executive KMP
(f) Non-executive director arrangements
(g) Share-based compensation
(h) Other statutory information
(a) Key Management Personnel (KMP) covered in this report
The table below outlines the KMP of the Group covered in this report:
Name
Non-executive directors
Mr Simon Higgins
Mr Peter Torre
Mr Paul Everingham
Executives
Mr Adam Boyd
Position
Term as KMP
Non-Executive Director
Non-Executive Director
Non-Executive Director
Appointed 28 April 2017
Appointed 28 April 2017
Appointed 11 April 2022
Executive Chairman
Appointed 28 April 2017
Changes since the end of the reporting period
There have been no changes to the non-executive directors and other key management personnel covered in this report since
the end of the reporting period.
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VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(b) Remuneration policy, link to performance and elements of remuneration
The Company’s remuneration committee is comprised of the Chairman and a non-executive director. The committee reviews
and determines our remuneration policy and structure annually to ensure it remains aligned to business needs and meets the
remuneration principles. In particular, the board aims to ensure that remuneration practices are:
(i) competitive and reasonable, enabling the company to attract and retain key talent,
(ii) aligned to the company’s strategic and business objectives and the creation of shareholder value,
(iii) transparent and easily understood, and
(iv) acceptable to shareholders.
During the reporting period, no payments were made to a person before the person took office as part of the consideration for
the person agreeing to hold office.
Non-executive directors
On appointment to the Board, all non-executive directors enter into a service agreement with the Company in the form of a
letter of appointment. The letter summarises the board policies and terms, including compensation, relevant to the office of
director.
Executive management
Executive management have authority and responsibility for planning, directing and controlling the activities of the company.
Compensation levels for executive management of the Company are set competitively to attract and retain appropriately
qualified and experienced senior executives.
The compensation structures for executives are designed to attract suitably qualified candidates, reward the achievement of
strategic objectives, and achieve the broader outcome of the creation of value for shareholders. The compensation structure
takes into account the executives’ capability and experience, level of responsibility and ability to contribute to the Company’s
performance, including the establishment of revenue streams and growth in shareholder returns.
Fixed compensation consists of a base salary or fee (calculated on a total cost basis, including any fringe benefits tax related
to employee benefits) as well as employer contributions to superannuation funds. The board through a process that considers
individual and company achievement reviews compensation levels annually.
(c) Link between remuneration and performance
The Group has in place an Incentive Option Scheme (long-term incentive (LTI) scheme), the purpose of which is to:
(i) encourage participation by Eligible Participants in the Company through Share ownership; and
(ii) attract, motivate and retain Eligible Participants.
At present the Group does not have any short-term incentive (STI) scheme, but the remuneration committee will consider this
in due course.
Options were issued to the Executive Chairman, Non-Executive Directors and a senior executive during the year (and in prior
years) as part of their remuneration package, which represent performance linked remuneration.
Key performance indicators of the group over the last five years:
NPAT $m
Share price $
Dividend paid
EPS $
Y/E
2022
(0.345)
0.002
-
(0.004)
Y/E
2021
0.589
0.003
-
0.007
Y/E
2020
(0.588)
0.003
-
(0.005)
Y/E
2019
(1.889)
0.001
-
(0.023)
Y/E
2018
(4.773)
0.002
-
(0.056)
(d) Contractual arrangements for executive KMP
Executive Chairman
In 2017, the Group appointed Mr Adam Boyd as Managing Director and Chief Executive Officer. He was subsequently
appointed to the role of Executive Chairman on 11 April 2022. Mr Boyd is contracted to the Company through his private
company, and the contract does not have a fixed timeframe.
12
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
The termination provisions in the contract are as follows:
Notice period (by Company or executive)
Termination
for cause
None
Termination by
redundancy or
notice without cause
3 months1
Resignation
1 month
1 The notice period is increased by one month for each completed year of service.
Mr Boyd’s remuneration package consists of a fee of $360,000 per annum plus unlisted options as otherwise disclosed in this
report.
(e) Remuneration expenses for executive KMP
The following table shows the details of the remuneration expense recognised for the group’s executive key management
personnel for the current and previous financial year measured in accordance with the accounting standards.
Name
Adam Boyd
Total executive
KMP
Salary &
fees
360,000
360,000
360,000
360,000
Year
2022
2021
2022
2021
Post
employ-
ment
benefits
-
-
-
-
Non-
mone-
tary
benefits
-
-
-
-
Termin-
ation
benefits
-
-
-
-
Rights
to
deferred
shares
-
-
-
-
Options
228,641
529,586
228,641
529,586
Total
588,641
889,586
588,641
889,586
Perform-
ance
related
39%
60%
39%
60%
The value of the options granted to key management personnel as part of their remuneration is calculated as at the grant date
using a trinomial option pricing model. The amounts disclosed for the financial year have been determined by allocating the
grant date value on a straight-line basis over the period from grant date to vesting date.
(f) Non-executive director arrangements
Non-executive directors are paid base fees only, which are fixed by the Board.
There is no additional fee for serving on board committees. They do not receive performance-based pay or retirement
allowances. Fees are reviewed annually by the board with the level of Directors’ remuneration being set having regard to
independent survey data and publicly available information about fees paid to non-executive directors in a range of comparable
companies.
The Directors are entitled to be reimbursed for all travel and related expenses properly incurred in connection with the business
of the Company. The Company makes contributions at the statutory minimum rate to superannuation funds nominated by
directors, included in the base fee.
The total amount of remuneration, including superannuation, for all non-executive directors must not exceed the limit approved
by shareholders. The aggregate cash remuneration of all non-executive directors was set at $400,000 per annum at a general
meeting held on 1 December 2009. During the period Mr Simon Higgins, Mr Peter Torre and Mr Paul Everingham held the
position of Non-Executive Directors. The terms of their appointment are as follows:
• Mr Higgins – for his services as a Non-Executive Director, the Company will pay him an all-inclusive annual fee as is
determined by the Board and approved by shareholders from time to time during his appointment. From 1 January 2022
through to 11 April 2022, Mr Higgins also served as Chairman of the Company, and his monthly fee (payable in arrears)
during this period was $4,166.67 excluding GST. From 11 April 2022 onwards, the monthly fee payable (payable in
arrears) is currently set at $3,333 excluding GST. This equates to an annual fee of $40,000 excluding GST.
• Mr Torre – for his services as a Non-Executive Director and Company Secretary, the Company will pay him an all-
inclusive annual fee as is determined by the Board and approved by shareholders from time to time during his
appointment. The monthly fee payable is payable in arrears and is currently set at $3,333 excluding GST. This equates
to an annual fee of $40,000 excluding GST, commencing 1 May 2017.
• Mr Everingham – for his services as a Non-Executive Director, the Company will pay him an all-inclusive annual fee as
is determined by the Board and approved by shareholders from time to time during his appointment. The monthly fee
payable is payable in arrears and is currently set at $3,333 excluding GST. This equates to an annual fee of $40,000
excluding GST, commencing 11 April 2022.
13
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Details of the nature and amount of each major element of remuneration are set out below:
Simon Higgins
Peter Torre
Paul Everingham
Total non-executive directors
Year
2022
2021
2022
2021
2022
2021
2022
2021
Short-term
benefits
Post
employment
Options
42,500
50,000
39,960
39,960
28,791
-
111,251
89,960
-
-
-
-
-
-
-
-
68,592
158,876
68,592
158,876
336,469
-
473,653
317,752
Total
111,092
208,876
108,552
198,836
365,260
-
584,904
407,712
(g) Share-based compensation
Details on options over ordinary shares in the Company that were granted as compensation to each key management person
during the reporting period and details on options that vested during the reporting period are as follows:
Number of
options
granted
during
2022
60,000,000
60,000,000
60,000,000
Tranche
Options
Non-executive directors
Paul
Everingham
1
2
3
Fair value
per option
at grant
date
$
Exercise
price per
option
$
Grant Date
Number of
options
vested
during
2022
Expected
vesting date
Expiry date
11 April 2022
11 April 2022
11 April 2022
$0.00277
$0.00291
$0.00296
$0.00402
$0.00429
$0.00450
11 April 2024
11 April 2025
11 April 2026
60,000,000
-
-
-
11 April 2025
11 April 2023
The value of the options granted to key management personnel as part of their remuneration is calculated as at the grant date
using a trinomial option pricing model taking into account the terms and conditions upon which the options were granted.
Expiry date
Expected volatility ¹
Risk-free interest rate
Expected life of option (days) ²
Grant date share price (cents)
Fair value of each option (cents)
Tranche 1
11 April 2024
257.4%
2.110%
731
0.3
0.277
Tranche 2
Tranche 3
11 April 2025
255.5%
2.505%
1,096
0.3
0.291
11 April 2026
257.5%
2.675%
1,461
0.3
0.296
¹ The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not
necessarily be the actual outcome.
² The expected life of the options is not based on historical data and is not necessarily indicative of exercise patterns that
may occur. The number of days is calculated by the number of days between the grant date and expiry date of the option.
No other features of options granted were incorporated into the measurement of fair value.
14
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Details of options over ordinary shares in the Company that were granted as compensation to key management personnel
during prior periods and that are expected to vest in future reporting periods are as follows:
Fair value
per
option at
grant
date
$
$0.00380
$0.00391
$0.00398
$0.00380
$0.00391
$0.00398
Exercise
price per
option
$
$0.00402
$0.00429
$0.00450
$0.00402
$0.00429
$0.00450
Grant Date
11 May 2021
11 May 2021
11 May 2021
11 May 2021
11 May 2021
11 May 2021
Number of
options
vested
30,000,000
-
-
30,000,000
-
-
Expected
vesting date
-
11 May 2024
11 May 2025
11 May 2024
11 May 2025
Expiry date
11 May 2023
11 May 2024
11 May 2025
11 May 2023
11 May 2024
11 May 2025
Number of
options
granted
30,000,000
30,000,000
30,000,000
30,000,000
30,000,000
30,000,000
100,000,000
100,000,000
100,000,000
11 May 2021
11 May 2021
11 May 2021
$0.00380
$0.00391
$0.00398
$0.00402
$0.00429
$0.00450
11 May 2023 100,000,000
11 May 2024
11 May 2025
-
-
11 May 2024
11 May 2025
Tranche
Options
Non-executive directors
Simon
Higgins
Peter
Torre
1
2
3
1
2
3
Executive KMP
1
Adam
2
Boyd
3
A summary of the vesting conditions for each Tranche of options is provided below:
Tranche
Vesting condition
Tranche 1
Tranche 2
Tranche 3
6 months employment
12 months employment and First ATEN Construction Start
12 months employment and there being a 180-day VWAP of Volt Power Group Ltd shares of at least
0.60 cents per share
All options expire on the earlier of their expiry date or 60 days following the termination of the individual’s employment.
The Board does not have a policy that restricts the holders of securities issued as share based payments as part of their
remuneration from entering into other arrangements that limit their exposure to losses that would result from share price
decreases.
Other than noted above no terms of equity-settled share-based payment transactions (including options granted as
compensation to a key management person or director) have been altered or modified by the Company during the reporting
period.
There are no amounts unpaid on the shares issued as a result of the exercise of the options in the 2022 financial year.
(h) Other statutory information
The following tables show the relative proportions of remuneration that are linked to performance and those that are fixed
based on the amounts disclosed as statutory remuneration expense in (e) and (f) above.
(i) Proportions of remuneration linked to performance
Non-executive directors
Simon Higgins
Peter Torre
Paul Everingham
Executive KMP
Adam Boyd
Fixed
At risk STI
At risk LTI
2022
2021
2022
2021
2022
2021
2022
2021
38%
24%
37%
20%
8%
-
61%
40%
-
-
-
-
-
-
-
-
62%
76%
63%
80%
92%
-
39%
60%
15
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(ii) Reconciliation of ordinary shares and options held by KMP
Shareholdings
The number of shares in the Company held during the financial year by each director and other key management personnel of the Group, including their personally related parties, are set out below.
Name
Non-executive directors
Simon Higgins
Peter Torre
Paul Everingham
Executive KMP
Adam Boyd
Balance at
start of the
year
801,000,000
55,000,000
136,942,344
1,773,000,000
Granted as
compensation
Acquired for
cash
Options
exercised
Other
changes
-
-
-
-
-
-
-
24,000,000
-
-
-
-
Balance at the
end of the
year
-
-
-
-
801,000,000
55,000,000
136,942,344
1,797,000,000
Options
The number of options over ordinary shares in the Company held during the financial year by each director of the Company and other key management personnel of the Group, including their personally
related parties, are set out below:
Name
S Higgins
P Torre
P Everingham
A Boyd
Balance at start of year
Vested and
exercisable
30,000,000
30,000,000
-
100,000,000
Unvested
60,000,000
60,000,000
-
200,000,000
Granted as
compensation
-
-
180,000,000
-
Vested
Forfeited
Balance at end of year
Number
-
-
60,000,000
-
%
Exercised
-%
-%
33%
-%
Number
-
-
-
-
-
-
-
-
%
Other
changes
-%
-%
-%
-%
Vested and
exercisable
30,000,000
30,000,000
60,000,000
100,000,000
-
-
-
-
Unvested
60,000,000
60,000,000
120,000,000
200,000,000
(iii) Loans to key management personnel
During the year, there were no loans made to directors of the Company or any other key management personnel of the Group, including any related parties.
(iv) Other transactions with key management personnel
There were no other transactions with key management personnel during the year.
16
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(v) Reliance on external remuneration consultants
The Board have not sought any recommendations from external remuneration consultants. Remuneration levels for Directors
and KMP are reviewed annually by the Board with the level of Non-Executive Directors’ remuneration being set having regard
to independent survey data and publicly available information about fees paid to non-executive directors in a range of
comparable companies.
(vi) Voting of shareholders at last year's annual general meeting
Volt Power Group Limited received 97.99% of “yes” votes on its remuneration report for the 2021 financial year. The Company
did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
The information in this section has been audited, together with the rest of the Remuneration Report.
This is the end of the Remuneration Report
13. Shares under option
(a) Unissued ordinary shares
Unissued ordinary shares of Volt Power Group Limited under option at the date of this report are as follows:
Date options granted
11 May 2021
11 May 2021
11 May 2021
11 April 2022
11 April 2022
11 April 2022
16 November 2022
16 November 2022
16 November 2022
Expiry date
11 May 2023
11 May 2024
11 May 2025
11 April 2024
11 April 2025
11 April 2025
16 November 2023
16 November 2025
16 November 2026
Exercise price
$0.00402
$0.00429
$0.00450
$0.00402
$0.00429
$0.00450
$0.00402
$0.00429
$0.00450
Number under option
160,000,000
160,000,000
160,000,000
60,000,000
60,000,000
60,000,000
75,000,000
75,000,000
75,000,000
No option holder has any right under the options to participate in any other share issue of the Company or any other entity.
Included in these options were options granted as remuneration to the directors and the five most highly remunerated officers
during the year. Details of options granted to key management personnel are disclosed in the remuneration report above. The
following options were granted the five highest remunerated officers of the Company and the Group:
Name of Officer
David Sharp – EcoQuip General Manager
David Sharp – EcoQuip General Manager
David Sharp – EcoQuip General Manager
Date granted
16 November 2022
16 November 2022
16 November 2022
Exercise price
$0.00402
$0.00429
$0.00450
Number of options
granted
75,000,000
75,000,000
75,000,000
No options were granted to the directors or any of the five highest remunerated officers of the Company since the end of the
financial year.
(b) Shares issued on the exercise of options
No shares were issued during the year ended 31 December 2022 on the exercise of options.
14. Insurance of officers
During the financial year, the Company paid a premium to insure the directors and secretaries of the Company and its
Australian-based controlled entities. The Group has not disclosed the premium paid for the insurance policy as there is a
confidentiality condition contained in the contract.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred
by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a
wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for
themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between
amounts relating to the insurance against legal costs and those relating to other liabilities.
17
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
15. Proceedings on behalf of the Company
No person has applied to the court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of
the Corporations Act 2001.
16. Non-audit services
The Company may decide to employ the auditor (BDO) on assignments additional to their statutory audit duties where the
auditor’s experience and expertise with the Company and/or the Group are important.
During the years ended 31 December 2022 and 2021, the Company engaged BDO for the following non-audit services:
Financial and tax due diligence services
2022
$
34,917
34,917
2021
$
-
-
The Board of Directors is satisfied that the provision of non-audit services is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001.
17. Auditor's Independence Declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on
page 19.
This report is made in accordance with a resolution of directors.
Adam Boyd
Executive Chairman
Perth
Dated: 28 February 2023
18
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY GLYN O'BRIEN TO THE DIRECTORS OF VOLT POWER GROUP
LIMITED
As lead auditor of Volt Power Group Limited for the year ended 31 December 2022, I declare that, to
the best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Volt Power Group Limited and the entities it controlled during the
period.
Glyn O'Brien
Director
BDO Audit (WA) Pty Ltd
Perth
28 February 2023
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2022
Revenue from trading activities
Cost of sales
Gross profit
Other income
Consultants and advisors
Employment benefits expense
Share based payments expense
General and administration expenses
Operating profit / (loss)
Finance income
Finance expenses
Finance costs – net
Profit / (loss) before income tax expense
Income tax benefit
Profit / (loss) from continuing operations
Other comprehensive income for the year, net of tax
Note
7
8
9
10
32(c)
11
12
12
13
2022
$
3,258,065
(403,819)
2,854,246
2021
$
3,062,939
(536,265)
2,526,674
354,119
1,698,783
(407,356)
(1,253,518)
(620,174)
(1,211,997)
(284,680)
7,192
(67,771)
(60,579)
(345,259)
-
(345,259)
-
(538,241)
(1,208,025)
(1,175,719)
(798,811)
504,661
200
(35,193)
(34,993)
469,668
119,743
589,411
-
Total comprehensive profit / (loss) for the year
(345,259)
589,411
Profit / (loss) for the year is attributable to:
Minority interests
Owners of Volt Power Group Limited
Total comprehensive profit / (loss) for the year is attributable to:
Minority interests
Owners of Volt Power Group Limited
Profit per share:
Basic profit / (loss) for the period attributable to ordinary equity holders
of the parent
Diluted profit / (loss) for the period attributable to ordinary equity holders
of the parent
Profit per share from continuing operations:
Basic profit / (loss) from continuing operations attributable to ordinary
equity holders of the parent
Diluted profit / (loss) from continuing operations attributable to ordinary
equity holders of the parent
25(a)
25(b)
25(a)
25(b)
-
(345,259)
(345,259)
-
(345,259)
(345,259)
(74,156)
663,567
589,411
(74,156)
663,567
589,411
cents
cents
(0.0036)
(0.0036)
(0.0036)
(0.0036)
0.0072
0.0071
0.0072
0.0071
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes.
20
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Consolidated Statement of Financial Position
As at 31 December 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventory
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Right of use asset
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Employee benefits liability
Lease liabilities and borrowings
Provisions
Total current liabilities
Non-current liabilities
Lease liabilities and borrowings
Total non-current liabilities
Total liabilities
Net assets
Note
2022
$
2021
$
14
15
16
17
18
19
26
17
20
21
22
27
23
2,274,608
291,430
305,642
108,017
2,979,697
2,950,210
531,633
190,283
115,715
3,787,841
1,882,994
495,687
292,769
98,001
2,769,451
2,199,980
395,694
306,857
115,715
3,018,246
6,767,538
5,787,697
722,441
53,982
315,267
770,000
1,861,690
846,163
47,418
152,629
165,000
1,211,210
490,848
490,848
230,872
230,872
2,352,538
1,442,082
4,415,000
4,345,615
Shareholders’ Equity
Share capital
Reserves
Retained losses
Total attributable to owners of parent
Non-controlling interest
Total Shareholders’ Equity
24(a)
24(c)
76,861,879
7,901,258
(80,348,137)
4,415,000
-
4,415,000
74,132,092
7,004,480
(77,437,094)
3,699,478
646,137
4,345,615
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
21
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Consolidated Statement of Changes in Equity
As at 31 December 2022
At 1 January 2021
73,782,092
5,873,546
(78,100,661)
1,554,977
625,508
2,180,485
Attributable to owners of Volt Power Group Limited
Note
Share
capital
$
Reserves
$
Retained
losses
$
Total
attributable
to owners
$
Non-
controlling
interest
$
Total
equity
$
Total comprehensive profit / (loss) for the year
Profit / (loss) for the year
Transactions with owners in their capacity as owners
Transactions with non-controlling interests
Issue of shares on exercise of options
Share-based payments
At 31 December 2021
At 1 January 2022
Total comprehensive profit for the year
Profit / (loss) for the year
Transactions with owners in their capacity as owners
Acquisition of non-controlling interests
Share issue costs
Share-based payments
At 31 December 2022
-
-
-
-
663,567
663,567
663,567
663,567
(74,156)
(74,156)
589,411
589,411
24(a)
-
350,000
-
350,000
74,132,092
(44,785)
-
1,175,719
1,130,934
7,004,480
-
-
-
-
(77,437,094)
(44,785)
350,000
1,175,719
1,480,934
3,699,478
94,785
-
-
94,785
646,137
50,000
350,000
1,175,719
1,575,719
4,345,615
74,132,092
7,004,480
(77,437,094)
3,699,478
646,137
4,345,615
-
-
-
-
(345,259)
(345,259)
(345,259)
(345,259)
-
-
(345,259)
(345,259)
24(a)
2,740,351
(10,564)
-
2,729,787
76,861,879
276,604
-
620,174
896,778
7,901,258
(2,565,784)
-
-
(2,565,784)
(80,348,137)
451,171
(10,564)
620,174
1,060,781
4,415,000
(646,137)
-
-
(646,137)
-
(194,966)
(10,564)
620,174
414,644
4,415,000
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
22
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Consolidated Statement of Cash Flows
For the year ended 31 December 2022
Note
2022
$
Cash flows from operating activities
Receipts from customers (inclusive of goods and services tax)
Payments to suppliers and employees (inclusive of goods and services tax)
Interest received
Interest paid
R&D tax refund
Income tax refund
Net cash inflows from operating activities
14(a)
Cash flows from investing activities
Payments for non-controlling interests
Payments for property, plant and equipment
Payments for intellectual property
Payments for refundable deposits
Proceeds from the sale of property, plant and equipment
Other income – wescone claim settlement
Net cash inflows/(outflows) from investing activities
Cash flows from financing activities
Share issue costs
Proceeds from borrowings
Repayment of borrowings
Net cash inflows/(outflows) from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at end of the year
14
4,226,388
(3,009,808)
7,192
(40,807)
405,240
-
1,588,205
(194,964)
(1,272,252)
(237,663)
-
12,727
-
(1,692,152)
(10,564)
620,779
(114,654)
495,561
391,614
1,882,994
2,274,608
2021
$
3,211,262
(2,810,557)
202
(12,576)
756,262
25,674
1,170,267
-
(755,913)
(342,009)
(115,715)
35,000
1,303,073
124,436
-
-
(78,201)
(78,201)
1,216,502
666,492
1,882,994
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
23
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Notes to the Consolidated Financial Statements
For the year ended 31 December 2022
1. Reporting entity
The consolidated financial report of Volt Power Group Limited (the Group) and its subsidiaries for the year ended 31 December 2022
was authorised for issue in accordance with a resolution of directors on 28 February 2023.
Volt Power 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. The Group’s registered office is 6 Bradford Street, Kewdale WA 6105.
The nature of the operations and principal activities of the Group are power generation technology solutions, mobile solar powerbox
towers compatible with LED lighting, LTE/WiFi repeater communication solutions and CCTV retro-fit and sample crushing equipment,
all of which service the resources and construction sectors.
2. Basis of preparation
(a) General information
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 (“AASB”) and International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board as applicable to a for-profit entity;
has been prepared on a historical cost basis;
is presented in Australian dollars, which is the functional currency of the Company and each of its subsidiaries;
adopts all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the operations
of the Group and effective for reporting periods beginning on or before 1 January 2022; and
does not early adopt any Accounting Standards and Interpretations that have been issued or amended but are not yet effective.
(b) Going concern
The Directors are satisfied that the going concern assumption has been appropriately applied in preparing the financial statements
and the historical financial information has been prepared on a going concern basis, which contemplates the continuity of normal
business activity and the realisation of assets and the settlement of liabilities in the normal course of business.
3. Significant accounting policies
(a) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December
2022. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee. Generally, there is a presumption that a majority of voting
rights results in control.
Consolidation of the subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control
over the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed 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.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent
accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and
losses resulting from intra-group transactions have been eliminated.
Profit or loss and each component of other comprehensive income 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 debit balance.
(b) Business combinations
Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination
shall be measured at fair value, which shall be calculated as the sum of the acquisition date fair values of the assets transferred by
the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity issued by the acquirer. Acquisition-
related costs are expensed as incurred.
24
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(c) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian
dollars, which is the Group’s functional and presentational currency.
(ii) Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rate ruling at the date of
transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the
reporting date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or
loss. They are deferred in equity if they relate to qualifying cashflow hedges and qualifying net investment hedges or are attributable
to part of the net investment in a foreign operation.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All
other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other income or other
expenses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when
the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair
value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value
through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary
assets such as equities classified as available-for-sale financial assets are recognised in other comprehensive income.
(d) Financial instruments
(i) Financial assets
The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset
was acquired. Other than financial assets in a qualifying hedging relationship, the Group's accounting policy for each category is as
follows:
Fair value through profit or loss
This category comprises in-the-money derivatives and out-of-money derivatives where the time value offsets the negative intrinsic
value (see "Financial liabilities" section for out-of-money derivatives classified as liabilities). They are carried in the statement of
financial position at fair value with changes in fair value recognised in the consolidated statement of comprehensive income in the
finance income or expense line. Other than derivative financial instruments which are not designated as hedging instruments, the
Group does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair value through
profit or loss.
Amortised cost
These assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate
other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual
cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are
directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate
method, less provision for impairment.
Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach within IFRS 9
using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-
payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from
default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such
provisions are recorded in a separate provision account with the loss being recognised within cost of sales in the consolidated
statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the
asset is written off against the associated provision.
The Group's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in
the consolidated statement of financial position.
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with
original maturities of three months or less, and, for the purpose of the statement of cash flows, bank overdrafts. Bank overdrafts are
shown within loans and borrowings in current liabilities on the consolidated statement of financial position.
25
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(ii) Financial liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired.
Other than financial liabilities in a qualifying hedging relationship (see below), the Group's accounting policy for each category is as
follows:
Fair value through profit or loss
This category comprises out-of-the-money derivatives where the time value does not offset the negative intrinsic value (see "Financial
assets" for in-the-money derivatives and out-of-money derivatives where the time value offsets the negative intrinsic value). They
are carried in the consolidated statement of financial position at fair value with changes in fair value recognised in the consolidated
statement of comprehensive income. The Group does not hold or issue derivative instruments for speculative purposes, but for
hedging purposes. Other than these derivative financial instruments, the Group does not have any liabilities held for trading nor has
it designated any financial liabilities as being at fair value through profit or loss.
Other financial liabilities
Other financial liabilities include the following items:
Bank borrowings, where applicable, are initially recognised at fair value net of any transaction costs directly attributable to the issue
of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate
method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability
carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes initial
transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method.
(iii) Hedge accounting
The Group has not applied hedge accounting.
(e) Revenue recognition
Performance obligations and timing of revenue recognition
The majority of the Group’s revenue is derived from leasing equipment (revenue recognised over time) and selling goods (revenue
recognised at a point in time when control of the goods has transferred to the customer).
Revenue recognised at a point in time is generally when the goods are delivered to the customer. However, for export sales, control
might also be transferred when delivered either to the port of departure or port of arrival, depending on the specific terms of the
contract with a customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the
products to the agreed location has occurred, the group no longer has physical possession, usually will have a present right to
payment (as a single payment on delivery) and retains none of the significant risks and rewards of the goods in question.
Determining the transaction price
Most of the Group’s revenue is derived from fixed price contracts and therefore the amount of revenue to be earned from each
contract is determined by reference to those fixed prices.
Allocating amounts to performance obligations
For most contracts, there is a fixed unit price for each product sold, with reductions given for bulk orders placed at a specific time.
Therefore, there is no judgement involved in allocating the contract price to each unit ordered in such contracts (it is the total contract
price divided by the number of units ordered).
Where a customer orders more than one product line, the Group is able to determine the split of the total contract price between
each product line by reference to each product’s standalone selling prices (all product lines are capable of being, and are, sold
separately). Therefore, there is no judgement involved in determining the contract price.
Some products sold by the Group are sold with a right of return. The Group estimates and provides for such returns at the time of
sale.
26
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(f) R&D Rebate and Government Grants
Government Grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received
and the Group will comply with all attached conditions. The Group received the following government grants:
(a) Research and development tax incentives received or receivable are recognised at fair value where there is a reasonable
assurance that the amount will be received and the Group will comply with all attached conditions. The value of the research
and development tax incentive received or receivable is either recorded as other income as part of profit or loss or deducted
from the carrying value of the associated capitalised intangible asset.
The Group did not benefit directly from any other forms of government assistance.
(g) Income tax
Volt Power Group Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated group with effect from 19
January 2010.
Income tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the
extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary
differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and associates and jointly controlled
entities to the extent that it is probable that they will not reverse in the foreseeable future.
In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred
tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally
enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the
same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax
assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is
probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Additional income tax expenses that arise from the distribution of cash dividends are recognised at the same time that the liability to
pay the related dividend is recognised. The Group does not distribute non-cash assets as dividends to its shareholders.
(h) Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of
GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of
acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to,
the ATO is included as a current asset or liability in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing
and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.
(i) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation the amount of which
at can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions
are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
27
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(j) Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
•
•
Leases of low value assets; and
Leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the
discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable,
in which case the group’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only
included in the measurement of the lease liability if they depend on an index or rate.
In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the
lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
•
•
•
Amounts expected to be payable under any residual value guarantee;
The exercise price of any purchase option granted in favour of the group if it is reasonable certain to assess that option;
Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option
being exercised.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased
for:
•
•
•
Lease payments made at or before commencement of the lease;
Initial direct costs incurred; and
The amount of any provision recognised where the group is contractually required to dismantle, remove or restore the leased
asset (typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining
term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee
extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make
over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised
when the variable element of future lease payments dependent on a rate or index is revised, except the discount rate remains
unchanged. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying
amount being amortised over the remaining (revised) lease term. If the carrying amount of the right-of-use asset is adjusted to zero,
any further reduction is recognised in profit or loss.
(k) Inventory
Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost
comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being
allocated based on normal operating capacity. Costs are assigned to individual items of inventory based on weighted average costs.
Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling
price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale
inventories are valued at the lower of cost and net realisable value.
Intangible assets
(l)
Intangible assets acquired are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently
measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and
impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the
difference between net disposal proceeds and the carrying amount of the intangible asset.
The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption
or useful life are accounted for prospectively by changing the amortisation method or period.
Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally-generated intangible
asset arising from development (including those arising from the development phase of an internal project) are capitalised when it is
probable that the project will be a success considering its commercial and technical feasibility; the Group can use or sell the asset;
the Group has sufficient resources, the asset will generate future economic benefit, the Company intends to complete the internal
development and their costs can be measured reliably.
28
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when
the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised,
development expenditure is recognised in profit or loss in the period in which it is incurred. After initial recognition, internally generated
intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as
intangible assets that are acquired separately.
Capitalised development costs are amortised on a straight-line or diminishing value method over the period of their expected benefit,
being their finite useful lives of three to five years.
(m) Impairment
(i) Non-financial assets
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable
amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the
recoverable amount is estimated each year at the same time.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment
testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been
allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored for
internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit
from the synergies of the combination.
The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired,
then the recoverable amount is determined for the CGU to which the corporate asset belongs.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce
the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit
(group of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods
are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is
reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised.
(n) Share based payments
The fair value of options issued as share-based payments are measured using an appropriate pricing model. Measurement inputs
include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic
volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments
(based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on
government bonds).
The fair value of shares issued as share-based payment is measured based on the share price on the date of issue.
4. Other accounting policies
Significant and other accounting policies that summarise the measurement basis used and are relevant to an understanding of the
financial statements are provided throughout the notes to the financial statements.
5. Key judgements and estimates
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements. 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. Management have identified
the following critical accounting policies for which significant judgements, estimates and assumptions are made:
29
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(i) Taxation
Judgement is required in assessing whether deferred tax assets and certain deferred tax liabilities are recognised in the consolidated
statement of financial position. Deferred tax assets, including those arising from unrecouped tax losses, capital losses and temporary
differences, are recognised only where it is considered more likely than not that they will be recovered, which is dependent on the
generation of sufficient future taxable profits.
Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Judgements
are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and
uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of
deferred tax assets and deferred tax liabilities recognised in the statement of financial position and the amount of other tax losses
and temporary differences not yet recognised.
In such circumstances, some or all of the carrying amounts of recognised deferred tax assets and liabilities may require adjustments,
resulting in a corresponding credit or charge to the income statement.
Internally generated intangible assets (Development costs)
(ii)
Expenditure on internally developed products is capitalised if it can be demonstrated that:
•
•
•
•
It is technically feasible to develop the product for it to be rented;
Adequate resources are available to complete the development;
There is an intention to complete the product and to obtain future economic benefits through the Rental Revenue generated
from Rental of the Gen4 Light Towers; and
Expenditure on the product can be measured reliably.
Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed only
once the asset is ready for use. The amortisation expense is included within the cost of sales line in the consolidated statement of
comprehensive income. Development expenditure not satisfying the above criteria and expenditure on the research phase of internal
projects are recognised in the consolidated statement of comprehensive income as incurred.
(iii) Revenue
The sale of some goods by the Group are sold with a right of return. At balance date, the Group has estimated the number of returns
it expects to receive in relation to sales made during the year through the recognition of a refund liability within the statement of
financial position with a corresponding decrease in revenue earned within the statement of profit or loss. The actual returns received
as a result of sales may be higher or lower than estimated, and this will impact revenue in future periods.
(iv) Share-based payment transactions
The Company measures the cost of equity-settled transactions with Directors, Key Management Personnel, and employees by
reference to the fair value of the equity instruments at the date at which they are granted. The fair value at grant date for options are
valued using trinomial models.
Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable.
The share-based payment expense recognised in each reporting period considers the most recent estimate. The impact of the
revision to original estimates, if any, is recognised in the statement of profit or loss and other comprehensive income with a
corresponding adjustment to equity.
6. Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors of the Company. The Group has determined that it has one operating
segment, the provision of services to the mining and construction industries.
30
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
7. Revenue from trading activities
Revenue from sales of inventory
Revenue from equipment leases
Revenue from other sales
Timing of revenue recognition
At a point in time
Over time
8. Other income
Research and development tax incentive rebate1
Other income2
2022
$
2021
$
2,369,848
877,808
10,409
3,258,065
2,369,848
888,217
3,258,065
2022
$
342,881
11,238
354,119
2,398,456
589,849
74,634
3,062,939
2,398,456
664,483
3,062,939
2021
$
349,286
1,349,497
1,698,783
¹ A total R&D tax incentive amount of $405,240 was received in the period, however $62,359 of this balance related to Capitalised
R&D expenditure. Accordingly, this portion has been offset against the corresponding Intangible Asset in the Statement of
Financial Position, as disclosed in note 19.
² As announced on 15 February 2021, the Company advised that it had reached a commercial settlement of all outstanding claims
alleged in the Proceedings in connection with the 2018 acquisition of Volt’s Wescone business with all vendor parties (Wescone
Vendor) without admission of liability by either party. The settlement terms are confidential but provided for the payment to Volt
of $1.3 million in two instalments (Settlement Sum) and is included in the other income balance for the year ended 31 December
2021.
9. Consultants and advisors
Audit, tax, accounting and finance
Legal expenses
10. Employee benefit expense
Salary and wages
Superannuation
Other
2022
$
213,952
193,404
407,356
2021
$
214,599
323,642
538,241
2022
$
2021
$
1,141,647
61,965
49,906
1,253,518
1,162,603
48,770
(3,348)
1,208,025
31
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
11. General and administration expenses
Occupancy costs
Insurance
IT expenses
Travel & accommodation
Depreciation & amortisation
Foreign currency (gains)/losses
Other expense
12. Finance costs - net
Interest income
Bank fees
Interest expense
Finance expense
2022
$
2021
$
115,362
88,565
14,835
29,630
565,144
26,379
372,082
1,211,997
2022
$
7,192
7,192
11,022
56,749
67,771
(60,579)
52,608
71,246
3,759
665
344,890
16,727
308,916
798,811
2021
$
200
200
4,357
30,836
35,193
(34,993)
Recognition and measurement
Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the
effective interest method.
Finance costs comprise interest expense on borrowings and convertible notes, unwinding of the discount on provisions, and
impairment losses recognised on financial assets. Borrowing costs that are not directly attributable to the acquisition, construction or
production of a qualifying asset are recognised in profit or loss using the effective interest method.
Foreign currency gains and losses are reported on a net basis.
13. Income tax
(a) Income tax (expense)/benefit
Current tax benefit / (expense)
Adjustment for over provision in prior periods
Deferred tax credit / (expense) arising from temporary differences
Total income tax benefit / (expense)
Attributable to:
Continuing operations
2022
$
2021
$
-
-
-
-
-
-
-
25,674
94,069
119,743
119,743
119,743
32
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit / (loss) from continuing operations before income tax expense
Tax at the Australian tax rate of 25% (prior year 25%)
Tax effect of amounts which are not deductible/(taxable) in calculating
taxable income:
Non-deductible expenses
Adjustment for over provision in previous periods
R&D related expenditure
Change in tax rate
Previously recognised deferred tax assets not brought to account
Deferred tax assets /(liabilities) not brought to account
Income tax benefit /(expense)
The franking account balance at year-end was $nil (2021: nil).
2022
$
(345,259)
86,315
(70,831)
-
(55,908)
-
-
40,424
-
2021
$
469,668
(117,417)
117,470
25,674
66,610
3,618
(61,553)
85,341
119,743
Net deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be
available against which deductible temporary differences and tax losses can be utilised.
(c) Deferred tax assets and liabilities
Deferred tax assets
Tax losses
Other timing differences
Right of use liability
Deferred tax liabilities
Intangible assets
Other timing differences
Right of use asset
2022
$
4,094,488
301,900
57,718
4,454,106
(140,408)
(381,240)
(47,570)
(569,218)
2021
$
4,830,214
306,136
80,639
5,216,989
(106,424)
(342,198)
(76,713)
(525,335)
Net deferred taxes not brought to account
3,884,888
4,691,654
(d) Tax losses
2022
$
2021
$
Unused tax losses for which no deferred tax asset has been recognised
for the tax consolidated group:
Unused tax losses for which no deferred tax asset has been recognised
for partially owned subsidiaries:
Potential tax benefit @ 25% (prior year 25%)
15,892,954
17,273,284
-
3,973,238
2,047,574
4,830,214
All unused tax losses were incurred by Australian entities. Unrecognised deferred tax balances will only be available subject to
continuing to meet the relevant statutory tests.
14. Cash and cash equivalents
Cash at bank
2022
$
2021
$
2,274,608
1,882,994
33
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(a) Reconciliation of cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation and amortisation
Other income
NCI conversion of debt to equity
Net profit on disposal of PPE
Foreign exchange movements
Options exercised
R&D rebate
Share-based payment transactions
Changes in:
Trade and other receivables
Inventory
Other current assets
Right of use assets
Trade and other payables
Lease liabilities
Employee benefit liability
Provisions
Deferred tax assets and liabilities
Net cash inflow from operating activities
2022
$
2021
$
(345,259)
589,411
565,145
-
-
(7,914)
3,997
-
62,359
620,174
203,763
(12,873)
(10,016)
116,574
(10,638)
(208,310)
6,203
605,000
-
1,588,205
344,890
(1,303,073)
50,000
(11,944)
2,112
350,000
406,976
1,175,719
(348,504)
14,751
(32,598)
(306,857)
(73,665)
237,883
4,235
165,000
(94,069)
1,170,267
Recognition and measurement
Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term deposits with an
original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value, net of outstanding bank overdrafts.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.
(b) Reconciliation of cash and non-cash movements in financial liabilities
Cash and cash equivalents
Borrowings repayable within one year
Borrowings repayable after one year
Cash and liquid assets
Gross Debt - Fixed interest rate
15. Trade and other receivables
Accounts receivable
Other debtors
Note
22
23
2022
$
2,274,608
(315,267)
(490,848)
1,468,493
2,274,608
(806,115)
1,468,493
2022
$
284,929
6,501
291,430
2021
$
1,882,994
(152,629)
(230,872)
1,499,493
1,882,994
(383,501)
1,499,493
2021
$
494,687
1,000
495,687
Impaired receivables and receivables past due
Refer to financial instruments note for credit risk assessment of trade and other receivables.
34
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
16. Inventory
Completed goods and parts on hand
305,642
292,769
2022
$
2021
$
17. Other assets
Current
Prepayments
Non-Current
Lease deposits
18. Property, plant and equipment
31 December 2021
Opening net book amount
Additions
Transfers from work in progress
Disposals
Depreciation charge
31 December 2021
31 December 2021
Cost or fair value
Accumulated depreciation
Net book amount
31 December 2022
Opening net book amount
Additions
Transfers from work in progress
Disposals
Depreciation charge
31 December 2022
31 December 2022
Cost or fair value
Accumulated depreciation
Net book amount
Plant and
equipment
$
Work in
progress
$
799,218
10,868
1,006,327
(19,004)
(196,857)
1,600,552
848,912
734,524
(1,006,327)
-
-
577,109
2,746,233
(1,145,681)
1,600,552
577,109
-
577,109
1,600,552
112,731
286,486
(4,813)
(347,396)
1,647,560
577,109
981,030
(286,486)
-
-
1,271,653
3,103,755
(1,456,195)
1,647,560
1,271,653
-
1,271,653
2022
$
108,017
108,017
115,715
115,715
Office
furniture,
fittings and
equipment
$
1,160
22,615
-
(868)
(588)
22,319
22,614
(295)
22,319
22,319
13,936
-
-
(5,258)
30,997
36,551
(5,554)
30,997
2021
$
98,001
98,001
115,715
115,715
Total
$
1,649,290
768,007
-
(19,872)
(197,445)
2,199,980
3,345,956
(1,145,976)
2,199,980
2,199,980
1,107,697
-
(4,813)
(352,654)
2,950,210
4,411,959
(1,461,749)
2,950,210
Recognition and measurement
Property, plant and equipment
All classes of property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated
impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the
parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and
equipment as a replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised in the income
statement as incurred.
35
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Depreciation is calculated on a straight-line or diminishing value basis for all classes of property, plant and equipment. The estimated
useful life of plant and equipment is between 3 and 20 years.
The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year
end. An item of property, plant and equipment is de-recognised upon disposal or when no further future economic benefits are
expected from its use or disposal.
19. Intangible assets
Capitalised Development Costs
The movements in the net carrying amount of
Capitalised Development costs are as follows:
Balance at the start of the year
Capitalised expenditure
R&D tax incentive received
Amortisation charge
Balance at the end of the year
2022
$
2021
$
395,694
285,989
(62,359)
(87,691)
531,633
727,751
140,536
(406,976)
(65,617)
395,694
Intangible assets comprise capitalised development costs associated with the design and development of the MSLT Generation 4
(Gen4) trailer power management, operational control and data telemetry system, designed, built and owned by EcoQuip Australia
Pty Ltd and is to be amortised over a five-year period. At 30 June 2021, the intellectual property was deemed ready for use and
amortisation commenced from that date.
20. Trade and other payables
Trade creditors
Accrued expenses
GST
PAYG
Sundry creditors
21. Employee benefit liabilities
Employee entitlements
Superannuation
2022
$
458,644
283,798
(47,593)
27,144
448
722,441
2022
$
35,020
18,962
53,982
2021
$
406,546
346,005
71,126
22,270
216
846,163
2021
$
28,720
18,698
47,418
Recognition and measurement
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leave that are expected to be settled
wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of
employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities
are settled. The liabilities are presented as current employee benefit obligations in the Statement of Financial Position.
(ii) Other long-term employee benefit obligations
The liabilities for long term benefits is recognised and measured as the present value of expected future payments to be made in
respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration
is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future
payments are discounted using market yields at the end of the reporting period of government bonds with terms and currencies that
match, as closely as possible, the estimated future cash outflows.
36
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
The obligations are presented as current liabilities in the Statement of Financial Position if the entity does not have an unconditional
right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected
to occur.
(iii) Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of
withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination
benefits as a result of an offer made to encourage voluntary redundancy.
Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary
redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are
payable more than 12 months after the reporting period, then they are discounted to their present value.
(iv) Share-based payment transactions
The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a
corresponding increase in equity.
Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments
are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by
the Group.
22. Lease liabilities and borrowings – current liabilities
Non-bank loans
Lease liabilities
Hire purchase liabilities
23. Lease liabilities and borrowings – non-current liabilities
Lease liabilities
Hire purchase liabilities
24. Equity
(a) Contributed equity
Note
26
26
Note
26
26
2022
$
32,376
137,015
145,876
315,267
2022
$
93,856
396,992
490,848
2021
$
24,201
91,685
36,743
152,629
2021
$
230,872
-
230,872
2022
No. of shares
2021
No. of shares
2022
$
2021
$
Fully paid ordinary shares
10,716,208,211
9,344,533,558
76,861,879
74,132,092
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are
recognised as a deduction from equity, net of any tax effects.
Ordinary shares have the right to receive dividends as declared and, in the event of the winding up of 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.
Capital Management
The Company’s capital management policy provides a framework to maintain a capital structure to support the development of the
business into one that is income producing. The Company seeks to utilise available borrowing facilities when and to the extent
prudent to do so, in order to maximise returns for equity shareholders and limit the need to raise additional equity capital.
37
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Dividends
There were no dividends declared or paid during the reporting period.
Movements in ordinary shares
Details
1 January 2021
Exercise of options
31 December 2021
No. of shares
9,169,533,558
175,000,000
9,344,533,558
Issue of shares to non-controlling interests of EcoQuip Australia Pty Ltd
Share issue costs
31 December 2022
1,371,674,653
-
10,716,208,211
$
73,782,092
350,000
74,132,092
2,740,351
(10,564)
76,861,879
Recognition and measurement
Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are recognised
directly in equity as a deduction, net of tax, from the proceeds.
(b) Other equity
$0.00378 expiry 3 September 2022
$0.00402 expiry 11 May 2023
$0.00402 expiry 16 November 2023
$0.00429 expiry 3 March 2024
$0.00402 expiry 11 April 2024
$0.00429 expiry 11 May 2024
$0.00429 expiry 11 April 2025
$0.00450 expiry 11 May 2025
$0.00501 expiry 3 September 2025
$0.00429 expiry 16 November 2025
$0.00450 expiry 11 April 2026
$0.00450 expiry 16 November 2026
Total
2022
No. of options
2021
No. of options
2022
$
2021
$
-
160,000,000
75,000,000
-
60,000,000
160,000,000
60,000,000
160,000,000
-
75,000,000
60,000,000
75,000,000
885,000,000
60,000,000
160,000,000
-
60,000,000
-
160,000,000
-
160,000,000
60,000,000
-
-
-
660,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Movements in other equity
There were no movements in other equity during the financial year ending 31 December 2022.
(c) Reserves
Share based reserves - reserve holding shares subject to the
achievement of performance-based measures
Options based reserves
Non-controlling interest reserve
2022
$
3,470,000
4,431,258
-
7,901,258
2021
$
3,470,000
3,811,084
(276,604)
7,004,480
25. Earnings/(loss) per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding
during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding adjusted for the effects of all dilutive potential ordinary shares, which comprise
convertible notes and share options granted to employees.
38
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
(a) Basic earnings/(loss) per share
From continuing operations attributable to the ordinary equity holders of
the company
Total basic earnings per share attributable to the ordinary equity holders
of the company
2022
cents
(0.0036)
(0.0036)
2022
$
2021
cents
0.0072
0.0072
2021
$
Profit / (loss) attributable to the ordinary equity holders of the company
used in calculating basic earnings per share:
From continuing operations
(345,259)
663,567
Weighted average number of ordinary shares
Issued ordinary shares at the beginning of the period
Effect of shares issued on exercise of options
Effect of shares issued for acquisition of non-controlling interests
Weighted average number of ordinary shares at the end of the period
9,344,553,558
-
169,110,574
9,513,664,132
9,169,533,558
107,876,712
-
9,277,410,270
(b) Diluted earnings/(loss) per share
Profit / (loss) attributable to the ordinary equity holders of the company
used in calculating basic earnings per share:
From continuing operations
Weighted average number of ordinary shares
2022
$
2021
$
(345,259)
663,567
Issued ordinary shares at the beginning of the period
Effect of shares issued on exercise of options
Effect of shares issued for acquisition of non-controlling interests
Weighted average number of ordinary shares at the end of the period
9,344,553,558
-
169,110,574
9,513,664,132
9,169,533,558
175,000,000
-
9,344,533,558
26. Leases
In April 2021, the Company entered into a new operating lease for an office and workshop located at 6 Bradford Street, Kewdale
WA 6105. These premises currently provide office and workshop accommodation for all the Volt Group business activities. The
lease has an initial term to 30 June 2024, with the provision for a further 3-year extension beyond that date. The lease contract
provides for a minimum percentage rent increase per year, or CPI, whichever is the greatest.
Right-of-Use Assets
At 1 January 2021
Additions
Amortisation
At 31 December 2021
At 1 January 2022
Additions
Amortisation
At 31 December 2022
Land and
buildings
$
-
388,685
(81,828)
306,857
306,857
8,225
(124,799)
190,283
39
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
The Group also has various items of plant and equipment that are held under finance lease arrangements. The Group’s finance
lease liabilities, which are secured by the related assets held under finance leases, are classified as follows:
Lease Liabilities
Finance lease liabilities
Current
Finance lease liabilities
Non-current
2022
$
282,891
490,848
Future minimum finance lease payments at the end of each reporting period under review were as follows:
2021
Lease payments
Finance charges
Net present values
2022
Lease payments
Finance charges
Net present values
Within 1 Year
$
1-5 years
$
After 5 years
$
130,078
(1,650)
128,428
313,160
(30,269)
282,891
230,872
-
230,872
523,439
(32,591)
490,848
-
-
-
-
-
-
2021
$
128,428
230,872
Total
$
360,950
(1,650)
359,300
836,599
(62,860)
773,739
Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance
leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value
of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting
policy applicable to that asset.
27. Provisions
Service Exchange Provision
Current
At the beginning of the year
Provisions made during the year
Provision used
Balance at the end of the year
2022
$
165,000
605,000
-
770,000
2021
$
-
165,000
-
165,000
Service Exchange Provision
In August 2020, Wescone secured a 5-year purchase service exchange & repair contract with a customer which provides for the
replacement of existing installed crushers with the new Wescone W300 Series 4 crusher and the exclusive provision of ongoing
repair / service exchange related service for 5 years. Revenue for the sale of each W300 Series 4 crusher is recognized upon
delivery, and a provision for the total credit that could potentially be supplied for the corresponding exchange crushers if they are
returned, has been recognized at 31 December and offset against revenue recognised during the year.
28. Remuneration of auditors
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices
and non-related audit firms:
BDO
Audit and review of financial statements
Total remuneration for audit and other assurance services
Financial and tax due diligence services
Total remuneration of BDO
2022
$
60,189
60,189
34,917
95,106
2021
$
54,000
54,000
-
54,000
40
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
29. Related party transactions
(a) Key management personnel compensation
Short-term employee benefits
Share based payments
2022
$
471,251
702,294
1,173,545
2021
$
449,960
847,338
1,297,298
Detailed remuneration disclosures are provided in the remuneration report.
(b) Transactions with other related parties
There were no transactions with any related parties during the years ended 31 December 2021 and 31 December 2022.
30. Subsidiaries and transactions with non-controlling interests
Significant investments in subsidiaries during the year ended 31 December 2022 are set out below:
Name of entity
ATEN Operations Pty Ltd
Enerji Holdings Pty Ltd
Enerji Research Pty Ltd
Enerji PE Management Pty Ltd
Enerji GMRL SPV Pty Ltd
Wescone Distribution Pty Ltd
EcoQuip Australia Pty Ltd
Eon Fleet Pty Ltd
Eon Environmental Pty Ltd
Country
of
incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Class
of
Shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Equity
holding
2022
%
100
100
100
100
100
100
100
100
100
Equity
holding
2021
%
100
100
100
100
100
100
70
70
70
31. Events occurring after the reporting period
There are no events that occurred subsequent to the reporting period ending, that would have a material impact on the financial
statements as at 31 December 2022.
32. Share based payments
(a) Employee share scheme
A scheme under which shares may be issued by the Company to employees with an interest free loan for the purchase price of the
shares was approved by shareholders at a general meeting on 1 December 2009.
(b) Other share-based payments
Incentive Option Scheme
The establishment of an Incentive Option Scheme (‘Scheme’) was approved by shareholders at the 2021 Annual General Meeting.
The objective of the Scheme is to appropriately motivate, retain and reward directors, management and employees for driving long
term growth and performance of the Company by allowing them to participate in equity in the Company and ultimately aligning their
interest with that of shareholders. Under the Scheme, participants are granted options, which will only vest if certain performance
standards are met. Participation in the Scheme is at the board’s discretion and no individual has a contractual right to participate in
the Scheme or to receive guaranteed benefits.
Options granted under the Scheme carry no dividend of voting rights.
When exercisable, each option is convertible into one ordinary shares in the Company.
41
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Set out below are summaries of options granted under the Scheme:
Grant Date
Number of options Vesting conditions
11 May 2021
11 May 2021
11 May 2021
11 April 2022
11 April 2022
11 April 2022
16 November 2022
16 November 2022
16 November 2022
Total
160,000,000 6 months employment
160,000,000 12 months employment and First ATEN Construction Start
160,000,000 12 months and there being a 180-day VWAP of at least 0.60 cents per share
60,000,000 6 months employment
60,000,000 12 months employment and First ATEN Construction Start
60,000,000 12 months and there being a 180-day VWAP of at least 0.60 cents per share
75,000,000 12 months employment
75,000,000 18 months employment and deployment of 150 MSLT units
75,000,000 24 months employment and deployment of 270 MSLT units
885,000,000
The number and weighted average exercise prices of share options are as follows:
Outstanding at the beginning of the year
Granted during the period
Exercised during the period
Cancelled during the period
Expired during the period
Outstanding at the end of the year
Exercisable at the end of the year
Weighted
average
exercise price
$0.004295
$0.004270
-
-
$0.004360
$0.004270
$0.004020
2022
Number of
options
660,000,000
405,000,000
-
-
180,000,000
885,000,000
220,000,000
Weighted
average
exercise price
$0.002256
$0.004295
$0.000200
-
$0.004500
$0.004295
$0.003955
2021
Number of
options
195,000,000
660,000,000
175,000,000
-
20,000,000
660,000,000
220,000,000
The exercise price of options outstanding at 31 December 2022 ranged between $0.00402 and $0.0045 (2021: $0.00378 and $0.00501)
and their weighted average contractual life was 1.85 years (2021: 2.31 years).
The number of options over ordinary shares in the Company held during the financial year by each director and other members of key
management personnel of the Company, including their personally related parties is as set out below:
Name
Directors
Adam Boyd
Simon Higgins
Peter Torre
Paul Everingham
Balance at
the start of
the year
Granted as
compen-
sation Exercised Forfeited
Balance
at the
end of
the year
Vested
and
exercisable
Other
changes
Unvested
300,000,000
90,000,000
90,000,000
-
-
-
- 180,000,000
480,000,000 180,000,000
-
-
-
-
-
-
-
-
-
-
- 300,000,000 100,000,000
30,000,000
90,000,000
-
30,000,000
-
90,000,000
- 180,000,000
60,000,000
- 660,000,000 220,000,000
200,000,000
60,000,000
60,000,000
120,000,000
440,000,000
42
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Set out below are summaries of options granted under the Scheme during the year ended 31 December 2022. Options granted to
directors were granted upon shareholder approval pursuant to ASX Listing Rule 10.14:
Balance
at start
of
period
Number
Granted
during the
period
Number
Exercised
during
the
period
Number
Forfeited
during
the
period
Number
Balance at
end of
period
Number
Vested and
exercisable
at end of
period
Number
Grant date
Directors
Paul Everingham
11 April 2022
11 April 2022
11 April 2022¹
Expiry date
11 April 2024
11 April 2025
11 April 2026
Exercise
price
$0.00402
$0.00429
$0.00450
- 60,000,000
- 60,000,000
- 60,000,000
Senior Executives
David Sharp
16 November 2022
16 November 2022
16 November 2022
16 November 2023
16 November 2025
16 November 2026
$0.00402
$0.00429
$0.00450
- 75,000,000
- 75,000,000
- 75,000,000
¹ Options valued based on market conditions.
-
-
-
-
-
-
- 60,000,000
- 60,000,000
- 60,000,000
60,000,000
-
-
- 75,000,000
- 75,000,000
- 75,000,000
-
-
-
There has been no alteration of the terms and conditions of the above share-based payment arrangements since grant date.
The fair value of the equity-settled share options granted under the Scheme is estimated as at the date of grant using the Trinomial
option pricing model taking into account the terms and conditions upon which the options were granted.
Simon Higgins, Adam Boyd
and
Peter Torre
11 May 2021
Paul Everingham
David Sharp
11 April 2022
16 November 2022
11 May
2023
11 May
2024
287.6% 268.9%
0.13%
0.12%
1,096
730
11 May
2025
281.0%
0.58%
1,461
11 April
2024
257.4%
2.110%
731
11 April
2025
255.5%
2.505%
1,096
11 April
2026
257.5%
2.675%
1,461
16
November
2023
228.1%
3.165%
731
16
November
2025
247.3%
3.25%
1,096
16
November
2026
253%
3.37%
1,461
0.4
0.4
0.4
0.3
0.3
0.3
0.2
0.2
0.2
0.380
0.391
0.398
0.277
0.291
0.296
0.171
0.191
0.197
Grant date
Expiry date
Expected volatility ¹
Risk-free interest rate
Expected life of option
(days) ²
Grant date share price
(cents)
Fair value of each option
(cents)
¹ The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not
necessarily be the actual outcome.
² The expected life of the options is not based on historical data and is not necessarily indicative of exercise patterns that may occur.
The number of days is calculated by the number of days between the grant date and expiry date of the option.
No other features of options granted were incorporated into the measurement of fair value.
(c) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Expense arising from equity-settled share-based payment transaction
Total expense arising from share-based payment transactions
2022
$
620,174
620,174
2021
$
1,175,719
1,175,719
43
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
33. Financial instruments
Financial risk management policies
The Group financial instruments consist mainly of deposits with banks, accounts receivables and payables and domestic loans.
The Board of Directors analyse financial risk exposure at Board Meetings to evaluate treasury management strategies in the context
of the most recent economic conditions and forecasts. The Board’s overall risk management strategy seeks to assist the Group in
meeting its financial targets, whilst minimizing potential adverse effects on financial performance.
(a) Market risk
(i) Foreign exchange risk
The Group is exposed to currency risk on purchases of spare parts and plant and equipment that are denominated in US dollars
(USD). The use of currency hedging in relation to these exposures is assessed on a case-by-case basis.
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency
that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting. Management
has set up a policy that all transactions in foreign currencies be transacted at spot. Management will continually review this policy
based on volumes of foreign currency required.
The carrying amount of the Group’s foreign currency denominated financial assets and financial liabilities at the reporting date were
as follows:
Trade and other receivables
Trade and other payables
Net exposure
USD
$
-
(114,304)
(114,304)
2022
AUD
$
284,929
(554,488)
(269,559)
USD
$
-
(225,272)
(225,272)
2021
AUD
$
495,687
(535,928)
(40,241)
The effect of a 3% strengthening of the USD against the AUD at the reporting date on USD denominated trade payables carried at
that date would, all other variables held constant, have resulted in a decrease in net assets of AU $4,914 (2021: $9,033). A 3%
weakening in the exchange rate would, on the same basis, have increased post-tax profit and increased net assets by AU$4,914
(2021: $9,033).
(ii) Cash flow and fair value interest rate risk
The Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing. Longer term borrowings are therefore
usually at fixed rates. The Group’s exposure to interest rate risk relates primarily to cash and cash equivalents. As at 31 December
2022, the Group has hire purchase financial liabilities that are at fixed rates and has no financial liabilities subject to interest rate
movements. The Group’s maximum exposure to interest rate risk at reporting date is shown below. As such, sensitivity to interest
rate risk is considered immaterial.
Cash and cash equivalents
Trade and other receivables - current
Note
14
15
2022
$
2,274,608
291,430
2,566,038
2021
$
1,882,994
495,687
2,378,681
(b) Credit risk
Credit risk arises from cash and cash equivalents, held-to-maturity investments, favourable derivative financial instruments and
deposits with banks and financial institutions, as well as the credit exposures to wholesale and retail customers, including outstanding
receivables.
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to
credit risk at the reporting date was:
Cash and cash equivalents
Trade and other receivables - current
Note
14
15
2022
$
2,274,608
291,430
2,566,038
2021
$
1,882,994
495,687
2,378,681
44
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
The Group manages credit risk through dealing with creditworthy counterparties and balances are monitored on an ongoing basis.
For bank and financial institutions, only independently rated parties with a minimum Standard & Poor’s credit rating of A (or
equivalent) are accepted.
In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure to any single counterparty
or any group of counter parties having similar characteristics. Trade receivables include blue chip companies in mining and mining
services industries. Management considers the credit quality of trade receivables that are not past due or impaired to be in good
standing.
(c) Liquidity risk
The Group has limited exposure to liquidity risk as the Group’s main liabilities are trade and other payables and hire purchase
liabilities. The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in particular its
cash resources and trade receivables. The Group’s existing cash resources and trade receivables (see Notes 14 and 15) exceed
the current cash outflow requirements. Cash flows from trade and other receivables are all contractually due within six months.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities. The
amounts disclosed in the table are the contractual discounted cash flows. Balances due within 12 months equal their carrying
balances as the impact of discounting is not significant.
Contractual maturities of
financial liabilities
Less than
6 months
6-12
months
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Total
contractual
cash flows
At 31 December 2022
Trade Payables
Borrowings
Lease liabilities
Total
At 31 December 2021
Trade Payables
Borrowings
Lease liabilities
Total
$
722,441
28,329
165,323
916,093
846,163
20,369
111,743
978,275
$
-
4,047
167,252
171,299
$
-
-
255,711
255,711
$
-
-
253,438
253,438
$
-
3,832
77,537
81,369
-
-
145,631
145,631
-
-
72,816
72,816
-
-
-
-
-
-
-
-
Carrying
amount
(assets) /
liabilities
$
722,441
32,376
773,739
1,528,556
$
722,441
32,376
841,724
1,596,541
846,163
24,201
407,726
1,278,090
846,163
24,201
359,300
1,229,664
(d) Recognised fair value measurements
The net fair value and carrying amounts of financial assets and financial liabilities are disclosed in the Consolidated Statement of
Financial Position and in the Notes to the Consolidated Statement of Financial Position. This note provides an update on the
judgements and estimates made by the group in determining the fair values of the financial instruments.
Financial Instruments Measured at Fair Value
The financial instruments recognised at fair value in the Statement of Financial Position have been analysed and classified using a
fair value hierarchy reflecting the significance of the inputs used in making the measurements.
Fair value hierarchy
The fair value hierarchy consists of the following levels:
• Quoted prices in active markets for identical assets and liabilities (Level 1);
•
•
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as
prices) or indirectly (derived from prices) (Level 2); and
Inputs for the asset or liability that are not based on observable market date (unobservable inputs) (Level 3)
As at 31 December 2022 and 31 December 2021, the carrying amount of assets and liabilities approximate their fair values.
There were no transfers between levels for recurring fair value measurements during the year. The Group’s policy is to recognize
transfers into and transfers out of fair value hierarchy levels as at the end of the reporting date.
Level 1: the fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-
for-sale securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial
assets held by the Group is the current bid price. These instruments are included in Level 1.
45
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Level 2: the fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is
determined using valuation techniques which maximises the use of observable market data and rely as little as possible on entity-
specific estimates. If all significant inputs required to fair value an instrument is observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
Capital management
The Board’s policy is to maintain a strong asset base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. There were no changes in the Group’s approach to capital management during the year. Neither the
Group nor any of its subsidiaries is subject to externally imposed capital requirements.
34. Parent entity financial information
Statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Issued capital
Reserves
Accumulated losses
Total shareholders’ equity
Profit / (loss) for the year
Total comprehensive profit / (loss)
2022
$
652,083
5,210,474
5,862,557
(433,700)
(1,013,857)
(1,447,557)
4,415,000
76,861,879
7,901,258
(80,348,137)
4,415,000
(516,457)
(516,457)
2021
$
833,241
3,529,037
4,362,278
(371,569)
(227,539)
(599,108)
3,763,169
74,132,092
7,281,084
(77,650,007)
3,763,169
56,965
56,965
46
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Directors' Declaration
In accordance with a resolution of the directors of Volt Power Group Limited, I state that:
1.
In the opinion of the directors:
(a) the financial statements and notes of Volt Power Group Limited for the financial year ended 31 December 2022 are in
accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2022 and of its performance
for the year ended on that date; and
(ii) complying with Accounting Standards and the Corporations Regulations 2001;
(b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 2(a); and
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable.
2. This declaration has been made after receiving the declarations required to be made to the directors by the chief executive
officer and chief financial officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended 31
December 2022.
On behalf of the board.
Adam Boyd
Chairman
Perth
28 February 2023
47
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Volt Power Group Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Volt Power Group Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 31 December 2022,
the consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then ended,
and notes to the financial report, including a summary of significant accounting policies and the
directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Revenue Recognition
Key audit matter
How the matter was addressed in our audit
The Group has several material revenue streams in the
Our procedures included, but were not limited to the
form of product revenue and rental revenue as disclosed
following:
in Note 3(e) and Note 7 of the financial report.
(cid:127)
Performing analytical procedures to
The core principles of AASB 15 Revenue from contracts
understand movements and trends in
with customers, is the recognition of revenue on the
revenue for comparisons against
achievement of performance obligations to the extent it
expectations;
is highly probably that a significant reversal in the
amount of cumulative revenue recognised will not
occur.
(cid:127)
Considering credit notes issued post year end
and performing cut-off testing to ensure
revenue transactions around year end have
This area is a key audit matter as revenue is one of the
been recorded in the correct reporting
key drivers for the Group’s performance and the
period;
principles of AASB 15 involve significant judgement and
estimates and thus, there is a risk that revenue has not
been recognised in accordance with this standard.
(cid:127)
Agreeing, for a sample of revenue
transactions, the amounts recorded by the
Group to supporting documentation to
confirm the existence and accuracy of the
revenue recognised and to consider whether
the transaction was recorded in the correct
period and in accordance with contractual
arrangements;
Considering management’s assessment of the
recognition of a refund liability; and
Assessing the adequacy of the relevant
disclosure within the financial report.
(cid:127)
(cid:127)
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 31 December 2022, but does not include
the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 17 of the directors’ report for the
year ended 31 December 2022.
In our opinion, the Remuneration Report of Volt Power Group Limited, for the year ended 31 December
2022, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Glyn O'Brien
Director
Perth
28 February 2023
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Investor Information
Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is as
follows. The information is current as at 21 February 2023.
Distribution of equity securities
The number of shareholders, by size of holding, in each class of share are detailed below:
Range
100,001 and Over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
Unmarketable Parcels
Securities
10,696,778,369
17,250,158
1,319,352
752,677
107,655
10,716,208,211
54,440,570
% No. of holders
1,001
448
162
262
426
2,299
1,509
99.82
0.16
0.01
0.01
0.00
100.00
0.51
%
43.54
19.49
7.05
11.40
18.53
100.00
65.64
Twenty largest shareholders
The names of the twenty largest holders of quoted shares are:
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
DAVID JAMES SHARP & STEFANIE LOUISE KING
MR MICHAEL CAMPBELL HENDER & MR JOHN ERNEST
HENDER
RENEWABLE INITIATIVE PTY LTD
GENUSPLUS GROUP PTY LTD
ADAM BOYD
S & N HIGGINS SUPER PTY LTD
MR CHRIS CARR & MRS BETSY CARR
SIMON HIGGINS
AHB SUPER PTY LTD
RENEWABLE INITIATIVE PTY LTD
MR GREGORY JOHN BITTAR
MR MARK JOHN CLARK
DAVID OGG & ASSOCIATES PTY LTD
HOODWINKED PTY LTD
AHB SUPER PTY LTD
BOUCHI PTY LTD
MR JUSTIN O’NEIL MALOUF
BOTSIS HOLDINGS PTY LTD
GETTYSBURG INVESTMENT COMPANY PTY LTD
DARRYL PETER OLDFIELD
Total
Balance of register
Grand total
21 Feb 2023
%IC
1,421,674,653
13.27
692,000,000
6.46
579,500,000
461,000,000
443,000,000
428,000,000
400,000,000
345,000,000
320,000,000
300,500,000
220,000,000
212,115,525
204,236,707
170,000,000
154,000,000
152,530,017
150,000,000
136,706,690
121,942,344
110,000,000
7,022,205,936
3,694,002,275
10,716,208,211
5.41
4.30
4.13
3.99
3.73
3.22
2.99
2.80
2.05
1.98
1.91
1.59
1.44
1.42
1.40
1.28
1.14
1.03
65.53
34.47
100.00
52
VOLT POWER GROUP LIMITED
ABN 62 009 423 189
Substantial shareholders
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 2001.
Name
Adam Boyd (and related)
David Sharp & Stefanie King ATF Sharp Family Trust
Simon Higgins (and related)
No. ordinary
shares
1,797,000,000
1,421,674,653
801,000,000
% of
issued
capital
16.77%
13.27%
7.47%
Voting rights
Each ordinary shareholder present at a general meeting in person, by proxy or by representative is entitled to one vote on a
show of hands, or on a poll, one vote for each fully paid ordinary share subject to any voting restrictions that may apply.
53