Vonex Limited
Corporate directory
30 June 2023
Directors
Stephe Wilks (Non-Exec. Chair)
Brent Paddon (Non-Exec. Director)
Jason Gomersall (Non-Exec. Director)
Company secretary
Mike Stabb
Registered office
Principal place of business
Level 6, 303 Coronation Drive
Milton QLD 4064
Tel: 1800 828 668
Fax: 1300 997 999
Level 6, 303 Coronation Drive
Milton QLD 4064
Tel: 1800 828 668
Fax: 1300 997 999
Share register
Auditor
Solicitors
Bankers
Computershare Investor Services Pty Limited
Level 11, 172 St Georges Terrace
Perth WA 6000
Tel: +61 8 9323 2000
Fax: +61 8 9323 2033
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade
Perth WA 6000
McCullough Robertson
Level 11/66 Eagle St
Brisbane QLD 4000
Commonwealth Bank of Australia
Westpac Bank
Stock exchange listing
Vonex Limited shares are listed on the Australian Securities Exchange (ASX:VN8)
Website
www.vonex.com.au
Corporate Governance Statement www.vonex.com.au/corporate-governance
2
Vonex Limited
Directors' report
30 June 2023
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity') consisting of Vonex Limited (referred to hereafter as the 'company' or 'parent entity') and the entities
it controlled at the end of, or during, the year ended 30 June 2023.
Directors
The following persons were directors of Vonex Limited during the whole of the financial year and up to the date of this report,
unless otherwise stated:
Mr Stephe Wilks – Non-Executive Chair
Mr Jason Gomersall – Non-Executive Director
Mr Brent Paddon – Non-Executive Director
Principal activities
Vonex is a full service, award-winning telecommunications service provider focused on delivering state of the art cloud based
solutions predominately to the small to medium enterprise ("SME") customer under the Vonex brand. The Company also
provides a full range of traditional telecommunications products such as mobile and internet. Through 2SG the groups
wholesale division customers, such as internet service providers, can access the core Vonex PBX, call termination services,
hardware, mobile and internet at wholesale rates via a white label model. Vonex also delivers custom built software solutions
to wholesale customers to facilitate projects of scale.
The business was significantly enhanced during the year with the acquisition of Network Technologies (Aust) Pty Ltd, trading
as On the Net.
Dividends
There were no dividends declared or paid by the Company during the year and no dividend is recommended (2022: Nil).
Review of operations
Vonex - through its acquisitions in the past 2+ years - has migrated thousands of customers to Vonex platforms. This has
been a huge undertaking with significant impact to staff and customers, and at some cost to the business and the smoothness
of our operations. The company is very pleased to advise that the process has now been substantially completed.
The Company has learned many lessons from the process of integrating the most recent acquisitions, which will assist to
ensure that future acquisitions will be more seamlessly integrated.
That said, a key outcome from some of the negative aspects of the process is that the business has demonstrated just how
good its fundamental operations and capabilities are. Those customers who have migrated to the Vonex platform are now
benefiting from the quality Vonex services they are paying to receive, and the Vonex platforms very comfortably scaled to take
on the additional services. The Company looks forward to its new customers joining the Company’s long-served customers
and being with the Company for some time, and to benefit from additional services over that time.
The Company’s fundamental strengths are reflected in the earnings run rate as it exited the financial year – putting it on track
to continue to grow and develop the business.
As an example of that development, the company is seeking to move away from simple resale of third-party services for its
own network capability. Doing so allows the Company to reduce cost, gain more control, and ultimately provide a better
customer experience – through building our its network and Points of Presence in capital cities. This has been facilitated
through the capability and talent which has come to Vonex to expand the Company’s existing quality team of professionals,
through acquisitions, and in some supplementary recruiting where necessary.
As the Company winds down the migration of customers from recent acquisitions, it has closed one call centre in the
Philippines, integrating the workload to the remaining Philippines call centre. This along with other staff streamlining has
reduced cost and headcount overall, again positioning the business for a year of improving fundamentals.
3
Vonex Limited
Directors' report
30 June 2023
Significant changes in the state of affairs
During H1 FY23 Vonex acquired Network Technology (Aust) Pty Ltd trading as OntheNet.
OntheNet provides data network, voice and hosting/colocation services primarily to business customers across Australia. It
also brings ownership of its fully redundant core network, peering at major Australian Internet Exchange Points (IXPs) and a
Tier 3 Data Centre located on the Gold Coast. OntheNet's highly skilled workforce, including a large engineering team with
strong capabilities in data networking, were onboarded during the period and are contributing to the Company's mission.
The acquisition of OntheNet, which completed on 27 October 2022, significantly expanded Vonex’s data network capabilities
and introduced new product offerings in colocation and hosting. Vonex paid total consideration of approximately $9.8 million
for OntheNet, comprising $7.7 million in cash and 27,098,743 ordinary shares at a deemed issue price of $0.0709 per share
(being the volume-weighted average price of Vonex shares for the 10 trading days to 5 October 2022), which are escrowed
for 12 months from issue. The issue of shares is contingent upon customer related metrics in the 12 months post completion.
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
The company agreed with its debt funders to pause principal repayments on the loan facility, in order to allow a stronger
working capital position to be established. Principal repayments on the loan facility will recommence when the company is
better placed to do so without placing unnecessary pressure on the business. Accordingly, subsequent to the end of the
financial year, the company will commence paying a higher interest rate on the loan facility. The company will continue cash-
settling the existing interest obligations each month, with the additional increased interest portion capitalised over the
remaining period of the loan.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
Likely developments and expected results of operations
FY24 will be a consolidation year for Vonex, where the Company will continue to identify any unnecessary costs and
implement further efficiencies in the business. This includes working under one brand (using the Company name, Vonex,
across the business), so the Company is focused on one result for the businesses.
More importantly, the Company will continue to build on the capability of its platforms - to leverage its strengths and bring
new customers into the business. It will actively pursue organic sales in the coming year, with no forecast inorganic activity.
In its staff, Vonex has an exceptional team of contributors to the business – it certainly helps to deliver when supported by a
great team of people. Together the Company is on a mission to meet and exceed its customer perceptions.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
4
Vonex Limited
Directors' report
30 June 2023
Information on directors
Name:
Title:
Qualifications, experience and
expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
Name:
Title:
Qualifications, experience and
expertise:
Stephe Wilks
Non-Executive Chair (appointed on 28 October 2022)
Stephe Wilks is an experienced company director with a long record leading
successful global technology companies in high growth and disruptive industries.
He has headed several Australian and international telecommunications and
technology companies, including as Regional Director (Asia and Japan) Regulatory
Affairs for BT Asia Pacific, Managing Director of XYZed Pty Ltd (an Optus company
where Stephe developed and managed Australia’s first competitive broadband
wholesaler), Chief Operating Officer of both Nextgen Networks and Personal
Broadband Australia, and as Consulting Director of NM Rothschild and Sons.
Stephe’s extensive technology leadership, strategic finance, M&A and governance
expertise provide a useful foundation to contribute to achieving Vonex’s strategic
goals. Based in Sydney, he has Science and Law degrees from Macquarie
University and a Master of Laws from the University of Sydney.
Non-Executive Director of Bluglass Limited
Non-Executive Director of 1st Group Limited, Non-Executive Chair of Over the
Wire Holdings Limited
Member of the Audit & Risk Committee
None
None
None
Nicholas Ong
Former Non-Executive Chairman (resigned as Non-Executive Chairman on 28
October 2022 and as Director on 17 March 2023)
Mr Ong was a Principal Adviser at the Australian Securities Exchange (ASX) and
brings 17 years’ experience in IPO, listing rules compliance and corporate
governance. Mr Ong has developed a wide network of clients in Asia-Pacific region
and provides corporate and transactional advisory services through boutique firm
Minerva Corporate Pty Ltd. He is a fellow member of the Governance Institute of
Australia and holds a Bachelor of Commerce and a Master of Business Administration
from the University of Western Australia.
Other current directorships:
Until date of resignation): Helios Energy Limited, White Cliff Minerals Limited, CFoam
Limited, Mie Pay Limited and Beroni Group Limited
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
None
Former Chairman of the Audit & Risk Committee
Not applicable as no longer a director
Not applicable as no longer a director
Not applicable as no longer a director
Name:
Title:
Qualifications, experience and
expertise:
Matthew Fahey
Former Managing Director and CEO (resigned on 23 May 2023)
Mr Fahey was Vonex Telecom’s Chief Executive Officer and joined the Board as
Managing Director. Mr Fahey joined Vonex Ltd in 2013, through the Vonex Group's
acquisition of iTrinity (IP Voice & Data) where he had served as Sales Director. Mr
Fahey brings with him 20 years’ of extensive experience in building and managing
telecommunications companies with a well-regarded reputation in the industry for
channel partner programs as well as excellence in VoIP and Telco.
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
None
None
None
Not applicable as no longer a director
Not applicable as no longer a director
Not applicable as no longer a director
5
Vonex Limited
Directors' report
30 June 2023
Name:
Title:
Qualifications, experience and
expertise:
David Vilensky
Former Non-Executive Director (resigned on 17 March 2023)
Mr Vilensky is a practicing corporate lawyer and the managing director of Perth law
firm Bowen Buchbinder Vilensky. He has more than 30 years’ experience in the areas
of corporate and business law and in commercial and corporate management. Mr
Vilensky practices mainly in the areas of corporate and commercial law, mergers and
acquisitions, mining and resources, trade practices and competition law and complex
dispute resolution. Mr Vilensky acts for a number of listed and private companies and
advises on directors’ duties, due diligence, capital raisings, compliance with ASX
Listing Rules, corporate governance and corporate transactions generally.
Mr Vilensky has a Bachelor of Arts, a Bachelor of Laws from the University of Cape
Town and is a member of the Law Society of Western Australia.
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
Until date of resignation: Latin Resources Limited and Oakdale Resources Limited
None
None
Not applicable as no longer a director
Not applicable as no longer a director
Not applicable as no longer a director
Name:
Title:
Qualifications, experience and
expertise:
Winnie Lai Hadad
Former Non-Executive Director (resigned following her decision to not stand for re-
election at the Annual General Meeting held on 30 November 2022)
Ms Lai Hadad has expertise in change management, corporate governance, business
process improvement and has been involved in listings on the Australian Securities
Exchange. Ms Lai Hadad has been involved with both investments into China and out-
bound investment from China. Her past roles include implementing Coca-Cola bottling
strategies into Greater China and administering the first Chinese direct investment in
an iron ore mine in the Pilbara Region of Western Australia. Ms Lai Hadad is a lawyer
admitted to practice in Western Australia, a qualified CPA, holds a BA, BCom and
MSc, and is a graduate of both the Australian Institute of Company Directors and
Governance Institute of Australia..
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
Until date of resignation: Avenira Limited
None
None
Not applicable as no longer a director
Not applicable as no longer a director
Not applicable as no longer a director
6
Vonex Limited
Directors' report
30 June 2023
Name:
Title:
Qualifications, experience and
expertise:
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
Name:
Title:
Qualifications, experience and
expertise:
Jason Gomersall
Non-Executive Director
Mr Gomersall is a former Director of 2SG Wholesale and is the Founder, CEO and
Managing Director of iseek Communications. He has long been at the forefront of the
telecommunications industry and the mobile phone market since being one of the
foundation franchisees of the Optus World chain of retail stores in the 1990s.
None
None
Chair of the Audit and Risk Committee
16,354,579 Shares
1,500,000 Options
None
Brent Paddon
Non-Executive Director (appointed on 28 October 2022)
Mr Paddon is an experienced company director and manager with over 25 years
experience in the telecommunications and IT services sectors. After completing a
Bachelor of IT from QUT in 1996, Mr Paddon co-founded Brisbane Internet
Technology which was sold to Asia Online in 1999. He then held senior management
roles at WebCentral and PIPE Networks and subsequently co-founded Over the Wire
(OTW) in 2007, which listed on the ASX in 2015. Mr Paddon has detailed knowledge
of the telecommunications industry and hands-on experience in starting and scaling
successful businesses in that space. Based in Brisbane, he additionally holds a
Graduate Diploma in Business Administration from QUT.
Other current directorships:
Former directorships (last 3 years):
Special responsibilities:
Interests in shares:
Interests in options:
Contractual rights to shares:
None
Non-Executive Director of Over the Wire Holdings Limited
Member of the Audit and Risk Committee
450,000 Shares
None
None
Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
Name:
Title:
Qualifications, experience and
expertise:
Name:
Title:
Qualifications, experience and
expertise:
Daniel Smith
Former Company Secretary (resigned on 31 March 2023)
Mr Smith is a member of the Australian Institute of Company Directors, a Fellow of the
Governance Institute of Australia and has over 15 years’ primary and secondary
capital markets expertise. As a director of Minerva Corporate, he has advised on, and
been involved in, a significant number of IPOs, RTOs and capital raisings on both the
ASX and NSX.
Mike Stabb
Company Secretary (appointed on 17 March 2023)
Mike is a finance executive with over 30 years of Australian and international
experience. He is a Fellow of the Institute of Chartered Accountants, graduated with
Distinction from QUT with a Bachelor of Business (Accy & BusLaw), is a registered
tax agent and a member of the Australian Institute of Company Directors. He has
worked in London and on Wall Street, and held CFO and senior finance roles in the
telecommunications and radio communications industries in Australia. Most recently,
he was CFO and Company Secretary of Over the Wire Holdings Limited (ASX:OTW).
7
Vonex Limited
Directors' report
30 June 2023
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year
ended 30 June 2023, and the number of meetings attended by each director were:
Full Board
Audit and Risk Committee
Attended
Held
Attended
Held
Nicholas Ong
Matthew Fahey
David Vilensky
Winnie Lai Hadad
Jason Gomersall
Brent Paddon
Stephe Wilks
4
7
3
1
10
9
9
4
8
4
1
10
9
9
2
1
2
1
2
1
2
1
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
8
Vonex Limited
Directors' Report
30 June 2023
REMUNERATION REPORT (Audited)
The remuneration report is set out under the following main headings:
A Remuneration Governance
B Remuneration Structure
C Details of Remuneration
D Share-based compensation
E Equity instruments issued on exercise of remuneration options
F Value of options to Directors
G Equity instruments disclosures relating to key management personnel
H Other transactions with key management personnel
I Additional statutory information
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act
2001. The remuneration arrangements detailed in this report are for the key management personnel (“KMP”) of the Group as
follows:
Mr Stephe Wilks – Non-Executive Chair
Mr Nicholas Ong – Non-Executive Chairman
Director on 17 March 2023)
Mr Matthew Fahey – Managing Director and CEO (resigned on 23 May 2023)
Mr David Vilensky – Non-Executive Director (resigned on 17 March 2023)
Ms Winnie Lai Hadad – Non-Executive Director (resigned following her decision to not stand for re-election at the
Annual General Meeting held on 30 November 2022)
Mr Jason Gomersall – Non-Executive Director
Mr Brent Paddon – Non-Executive Director (appointed on 28 October 2022)
Mr Ian Porter – Chief Executive Officer (appointed on 23 May 2022)
Use of remuneration consultants
The Company did not employ services of consultants to review its existing remuneration policies.
Voting and comments made at the Company’s 2022 Annual General Meeting
At the 2022 AGM, 93.98% of the votes received supported the adoption of the remuneration report for the year ended 30
June 2022. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
A Remuneration Governance
Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Group.
Key management personnel comprise the Directors of the Group and Executives of the Group. The performance of the Group
depends upon the quality of its key management personnel. To prosper the Group must attract, motivate and retain
appropriately skilled directors and executives.
The Group’s broad remuneration policy is to ensure the remuneration package properly reflects the person’s duties and
responsibilities and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. The
Group does not engage the services of any remuneration consultants.
B
Remuneration Structure
Non-Executive remuneration arrangements
The remuneration of Non-Executive Directors (NED) consists of Directors’ fees, payable in arrears. They serve on a month to
month basis and there are no termination benefits payable. Non-Executive Directors are able to participate in share option-
based incentive programs in accordance with Group policy.
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Vonex Limited
Directors' Report
30 June 2023
When required to spend time on Group Business outside of NED duties, Directors are paid consulting fees on time spent and
details of which are contained in the Remuneration Table disclosed in Section C of this Report. Remuneration of Non-
Executive Directors are based on fees approved by the Board of Directors and is set at levels to reflect market conditions and
encourage the continued services of the Directors.
The Group has provided variable remuneration incentive schemes to certain Non-Executive Directors as detailed in Note 33.
Non-Executive Directors’ fees are determined within an aggregate directors’ fee pool limit, which will be periodically
recommended for approval by shareholders. The maximum currently stands at $500,000 per annum as per Section 13.8 of
the Company’s constitution and may be varied by ordinary resolution of the shareholders in general meeting.
C Details of Remuneration
The key management personnel (“KMP”) of the Group are the Directors and management of Vonex Limited detailed in
the table below. Details of the remuneration of the Directors of the Group are set out below:
Salary &
fees
$
Cash
bonus
$
30/06/2023
Directors and
executives
Mr Fahey *
Mr Ong **
Mr Vilensky ***
Ms Hadad ****
Mr Gomersall
Mr Wilks
Mr Paddon
Mr Porter
Total
407,572
46,581
42,500
25,000
60,000
80,000
40,645
15,577
717,875
Short-term benefits
Post-employment
benefits
Share-based
payment
Long
Service
Leave
$
Superannuation
$
Performance
rights/options
(I)
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
38,061
6,691
5,963
4,125
6,225
8,400
4,793
1,636
75,893
549,820
-
-
-
-
-
-
-
549,820
1,343,588
* Resigned 23 May 2023 ** Resigned 17 March 2023 *** Resigned 17 March 2023 **** Resigned 30 November 2022
Short-term benefits
Post-employment
benefits
Share-based
payment
Salary &
fees
$
Cash
bonus
$
318,477
71,000
60,000
60,000
60,000
569,477
Long
Service
Leave
$
15,483
-
-
-
-
15,483
-
-
-
-
-
-
30/06/2022
Directors and
executives
Mr Fahey
Mr Ong
Mr Vilensky
Ms Hadad
Mr Gomersall
Total
(I)
Superannuation
$
Performance
rights/options
(I)
$
31,694
7,100
6,000
6,000
6,000
56,794
(15,971)
(193,247)
(193,247)
-
-
(402,465)
239,289
Percentage
remuneration
consisting of
performance
rights/option
s for the year
55%
-
-
-
-
-
-
-
41%
Total
$
995,453
53,272
48,463
29,125
66,225
88,400
45,438
17,213
Percentage
remuneration
consisting of
performance
rights/option
s for the year
-
-
-
-
-
Total
$
349,683
(115,147)
(127,247)
66,000
66,000
The valuation of tranche 3 performance rights was reversed previously recognized expense during the year, refer to Note 33
10
Vonex Limited
Directors' Report
30 June 2023
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Director
Mr Fahey
Mr Ong
Mr Vilensky
Ms Hadad
Mr Gomersall
Mr Wilks
Mr Paddon
Mr Porter
Fixed Remuneration*
2022
2023
At risk – LTI **
2023
2022
45%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
55%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
*Fixed Remuneration includes short term benefits and post-employment benefits
Performance rights are at risk - **Long term incentives are provided by way of the performance rights issued with long term performance milestones. The
percentages disclosed reflect the fair value of remuneration based on the value of the performance rights at grant date subject to future vesting conditions.
Options are at risk-**Long term incentives are provided by way of options issued, exercisable from 1 Dec 2020 to 1 Dec 2023, at an exercise price of $0.37.
Remuneration Policy
Non-Executive Directors
Total remuneration for all Non-Executive Directors, is not to exceed $500,000 per annum as approved by shareholders. This
does not include Consulting Fees.
Non-Executive Directors received a fixed fee for their services of $60,000 per annum (excl. GST) plus superannuation for
services performed. The Non-Executive Chair receives a fixed fee for his services of $120,000 per annum (plus GST)
plus superannuation for services performed.
The Group has provided variable remuneration incentive schemes to certain Non-Executive Directors as detailed in Note 33.
There are no termination or retirement benefits for non-executive directors (other than statutory superannuation).
Executive Director – Mr Matthew Fahey – Chief Executive Officer
Outlined below is a summary of the material provisions of the Executive Services Agreement between the Company and Mr
Matthew Fahey. Mr Fahey received an annual salary of $284,000 plus statutory superannuation. Mr Fahey was also entitled
to director fee of $36,000 per annum. Either party could terminate the Executive Services Agreement by giving six (6) months
written notice.
A bonus based on key performance indicators (“KPIs”) will be paid as follows:
The Company may at any time during the Term or any extension thereof pay a performance-based bonus over and above the
salary. In determining the extent of any performance based bonus, the Company shall take into consideration the key
performance indicators of the Executive and the Company, as the Company may set from time to time, and any other matter
that it deems appropriate and may issue shares in the Company to the Executive in lieu of cash if the Executive consents.
Mr Fahey resigned on 23 May 2023.
Chief Executive Officer – Mr Ian Porter
Outlined below is a summary of the material provisions of the Executive Services Agreement between the Company and Mr
Ian Porter. Mr Porter will receive an annual salary of $150,000 plus statutory superannuation. Either party can terminate the
Executive Services Agreement by giving six (6) months written notice.
11
Vonex Limited
Directors' Report
30 June 2023
D Share-based Compensation
Short term and long term incentives
In prior financial years Mr Fahey, Mr Ong and Mr Vilensky were issued performance rights incentives for their work and
ongoing commitment and contribution to the Company. The performance rights were issued in three tranches, each with
different performance milestones. All tranches have now either vested or been forfeited.
On 20 December 2022, Mr Fahey was issued performance rights incentives for his work and ongoing commitment and
contribution to the Company. The performance rights were issued in three tranches, each with different performance
milestones. It was agreed that these performance rights were not forfeited when he resigned, and vesting remained subject
to their original performance milestones being achieved.
No options were issued to directors during the year.
In prior financial years, all directors were issued options for their work and ongoing commitment and contribution to the
Company. Refer to Note 33 for further details in respect to the options granted.
E Equity Instruments Issued on Exercise of Remuneration Options
No equity instruments were issued during the year to Directors or key management personnel as a result of exercising
remuneration options (2022: Nil).
F Value of options and Performance Rights to Directors
Options – Directors
No options were issued to directors during the year.
Performance Rights - Directors
On 30 November 2022, 8,000,000 performance rights were issued to Mr Fahey following shareholder approval and valued
using the Hoadley's Barrier1 valuation model. Fair value of performance rights granted was $549,820. Share based expense
is recognised over the vesting period, and as Mr Fahey resigned during the year and was permitted to keep his performance
rights, this resulted in $549,820 being recognised during the reporting period.
The performance rights were valued using the Hoadley's Barrier1 valuation model as follows:
As at reporting date the company had 8,000,000 performance rights on issue.
12
Vonex Limited
Directors' Report
30 June 2023
G Equity instruments disclosures relating to key management personnel
Share holdings
The numbers of shares in the Company held during the financial year by each Director and other key management
personnel of the Group are set out below.
2023
Opening
Balance
Received as
Remuneration
Received During
Year on Exercise of
Options
Net Change
Other
Closing
Balance
Directors
Mr Matthew Fahey *
Mr Nicholas Ong **
Mr David Vilensky ***
7,311,018
4,416,462
3,090,000
Ms Winnie L Hadid ****
269,367
Mr Jason Gomersall
12,104,579
Mr Stephe Wilks
Mr Brent Paddon
Mr Ian Porter
-
-
-
27,191,426
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(7,311,018)
(4,416,462)
(3,090,000)
(269,367)
-
-
-
-
4,250,000
16,354,579
-
-
450,000
450,000
-
-
10,386,847
16,804,579
Balance at date of resignation. * Resigned 23 May 2023 ** Resigned 17 March 2023 *** Resigned 17 March 2023 **** Resigned 30 November 2022
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Vonex Limited
Directors' Report
30 June 2023
Performance rights
The table shows how many deferred KMP performance rights have been granted, vested and forfeited during the period:
2023
Directors
Mr Matthew Fahey *
Mr Nicholas Ong **
Mr David Vilensky ***
Ms Winnie Hadid ****
Mr Jason Gomersall
Mr Stephe Wilks
Mr Brent Paddon
Mr Ian Porter
Opening Expired during
the period
Balance
Issued during
the period
Net Change
Other
Closing
Balance
8,600,000
(8,600,000)
8,000,000
1,210,000
(1,210,000)
1,210,000
(1,210,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(8,000,000)
-
-
-
-
-
-
-
11,020,000
(11,020,000)
8,000,000
(8,000,000)
-
-
-
-
-
-
-
-
-
Balance at date of resignation. * Resigned 23 May 2023 ** Resigned 17 March 2023 *** Resigned 17 March 2023 **** Resigned 30 November 2022
14
Vonex Limited
Directors' Report
30 June 2023
Option holdings
The table shows how many KMP options have been granted, vested and forfeited during the period.
2023
Opening
Balance
Granted during
the period
Expired
Unexercised
During the Period
Net Change
Other
Closing
Balance
Directors
Mr Matthew Fahey *
Mr Nicholas Ong **
Mr David Vilensky ***
3,000,000
2,552,000
1,500,000
Ms Winnie L Hadid ****
1,500,000
Mr Jason Gomersall
1,500,000
Mr Stephe Wilks
Mr Brent Paddon
Mr Ian Porter
-
-
-
10,052,000
-
-
-
-
-
-
-
-
-
-
(52,000)
-
-
-
-
-
-
(3,000,000)
(2,500,000)
(1,500,000)
(1,500,000)
-
-
-
-
-
-
-
-
1,500,000
-
-
-
(52,000)
(8,500,000)
1,500,000
Options exercisable at $0.37 on or before 1 December 2023
Balance at date of resignation. * Resigned 23 May 2023 ** Resigned 17 March 2023 *** Resigned 17 March 2023 **** Resigned 30 November 2022
15
Vonex Limited
Directors' Report
30 June 2023
H Other transactions with key management personnel
Transactions with related parties
The following transactions occurred with related parties:
Services provided:
Company secretarial, corporate compliance, bookkeeping and accounting fees from Minerva
Corporate (director-related entity of Nicholas Ong)
Payments for legal fees from Bowen Buchbinder Vilensky (director-related entity of David
Vilensky)
Consolidated
2023
$
2022
$
55,683
54,000
89,996
145,679
172,124
226,124
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Trade payables to Minerva Corporate (director-related entity of Nicholas Ong)
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Consolidated
2023
$
2,000
2,000
2022
$
14,850
14,850
16
Vonex Limited
Directors' Report
30 June 2023
I Additional statutory information
The earnings of the consolidated entity for the five years to 30 June 2023 are summarised below:
2023
2022
2021
2020
2019
Sales Revenue
45,454,008
33,616,139
18,259,243
12,770,304
8,801,740
Profit/(loss)
for the year
$(22,816,233)
$251,685*
$(3,984,788)
$(705,964)*
$(2,791,622)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2023
2022
2021
2020
2019
3.0
6.6
12.5
11.0
11.0
(6.825)
0.08
(2.1)
(0.45)
(1.99)
Share price at financial year end
(cents per share)
Basic Earnings per Share (cents per
share)
* Restated
End of Audited Remuneration Report
Environmental Regulation
The Group’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or
of a state or territory.
Officer’s Indemnities and Insurance
The Company has paid a premium for a contract insuring all Directors and executive officers of the Company and certain
related bodies corporate against all liabilities and expenses arising as a result of work performed in their respective capacities,
to the extent permitted by law. The Directors have not included in this report details of the nature of the liabilities covered or
the amount of the premium paid in respect of the Directors and executive officers insurance liability contract as disclosure is
prohibited under the terms of the contract.
The Company has agreed to indemnify each person who is, or has been a director, officer or agent of the Company and/or of
certain of its related bodies corporate against all liabilities to another person (other than the Company or a related body
corporate) that may arise from their position as director, officer or agent, except where the liability arises out of conduct
involving a lack of good faith. The Company is required to meet the full amount of any such liabilities, including costs and
expenses for a period of seven years.
No liability has arisen since the end of the previous financial year which the Company would, by operation of the above
indemnities, be required to meet.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the company
or any related entity.
17
Vonex Limited
Directors' Report
30 June 2023
Options
At the date of this report the Company has the following options on issue:
- 10,000,000 options exercisable at $0.37 on or before 1 December 2023.
Performance Rights
At the date of this report the Company has the following performance rights on issue:
- 8,000,000 performance rights with an expiry date of 20 December 2025, and 15-day vwap barrier prices ranging
between $0.10 and $0.14.
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.
Non-Audit Services
The Company may decide to employ the Auditor on assignments additional to their statutory audit duties.
Details of the amounts paid or payable to the Auditor for audit and non-audit services provided during the year are set out
below.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 48 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
− all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
− none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the company,
acting as advocate for the company or jointly sharing economic risks and rewards.
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.
Assurance Services:
Audit Services
RSM Australia Partners
Total remuneration for audit and assurance services
Consolidated
2023
$
2022
$
155,500
155,500
152,500
152,500
18
Vonex Limited
Directors' Report
30 June 2023
Corporate Services:
RSM Australia Pty Ltd – Due Diligence Report
Total remuneration for corporate services
Consolidated
2023
$
2022
$
27,500
27,500
95,000
95,000
Officers of the company who are former partners of RSM Australia Partners
There are no officers of the company who are former partners of RSM Australia Partners.
Auditor
RSM Australia Partners was appointed as the Group’s auditor at the 2011 Annual General Meeting and continues in office in
accordance with section 327 of the Corporations Act 2001.
Auditor’s Independence Declaration
A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is included
within this financial report.
This Directors’ Report, is signed in accordance with a resolution of the Board of Directors.
Stephe Wilks
Chair
31 August 2023
19
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Vonex Limited for the year ended 30 June 2023, I declare
that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 31 August 2023
JAMES KOMNINOS
Partner
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
20
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Sales revenue
Cost of sales
Gross profit
Other revenues
Administration expenses
Amortisation
Account and audit fees
Bad & doubtful debt expenses
Contractor expenses
Dealer commissions
Depreciation expenses
Directors’ fees
Employee Expenses
Fair Value loss on contingent consideration
Finance costs
Insurance expense
Impairment expense
Legal fees
Loss on disposal of non-current assets
Occupancy expenses
Repairs and maintenance
Share based payment expense
Stamp duty
Travel expenses
Loss before income tax
Income tax benefit
Net profit/(loss) for the year
Note
2023
$
Restated*
2022
$
3
5
4
5
5
20 (i)
5
14
33
6
45,454,008
33,616,139
(25,223,709)
(17,062,382)
20,230,299
16,553,757
1,715,849
712,922
(3,260,359)
(2,047,538)
(262,342)
1,271
(3,091,193)
(1,199,679)
(1,021,669)
(365,287)
(9,638,733)
(1,081,246)
(2,393,517)
(275,419)
(19,461,347)
(134,556)
10,160
(260,570)
(50,402)
(549,820)
-
(244,135)
(23,380,233)
564,000
(22,816,233)
(2,227,022)
(1,560,385)
(182,346)
(155,718)
(2,431,161)
(983,161)
(421,395)
(315,700)
(6,799,870)
-
(1,592,831)
(208,383)
(550,000)
(158,131)
(7,482)
(150,870)
(7,019)
809,030
(390,724)
(100,001)
(166,490)
418,175
251,685
Other comprehensive income for the year
-
-
Total comprehensive profit/(loss) for the year
(22,816,233)
251,685
Basic and diluted earnings/(loss) per share of profit/(loss)
attributable to the owners of Vonex Limited (cents per share)
9
(6.825)
0.08
The accompanying notes form part of these financial statements
21
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Contract assets
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Intangibles
Plant and equipment
Contract assets
Right of Use Assets
Other non-current assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provision for Income tax Payable
Provisions
Borrowings
Lease liability
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
Borrowings
Lease liability
Deferred tax liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note
2023
$
Restated*
2022
$
10
11
12
13
14
17
12
18
13
20
19
21
22
19
21
22
23
24
25
29
1,793,030
3,306,042
55,801
740,058
5,894,931
3,195,181
2,943,008
73,639
695,331
6,907,159
27,276,716
1,264,470
20,525
1,387,012
586,952
30,535,675
36,430,606
39,422,636
435,564
3,802
1,175,559
503,908
41,541,469
48,448,628
10,346,056
167,346
1,537,788
21,581,658
485,191
34,118,039
9,098,160
-
1,064,101
1,779,750
497,450
12,439,461
114,004
-
1,366,569
3,758,889
5,239,462
39,357,501
(2,926,895)
126,610
12,222,996
1,162,181
3,291,676
16,803,463
29,242,924
19,205,704
66,045,470
1,779,326
(70,751,691)
(2,926,895)
65,912,270
3,085,718
(49,792,284)
19,205,704
*Refer to Note 34 for detailed information on restatement of comparatives.
The accompanying notes form part of these financial statements.
22
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Issued
Capital
$
Accumulated
Losses
$
Reserves
$
Restated*
Total
$
At 1 July 2021
50,442,160
(50,043,969)
5,177,748
5,575,939
Comprehensive income:
Profit for the year
Total comprehensive income / (loss) for
the year
-
-
251,685
251,685
in
of
trade
issued
settlement
Transactions with owners, in their
capacity as owners
Shares issued during the year
Shares issued in settlement of
payables – extinguishment of liabilities
Shares
advertising/marketing activities
Shares issued in acquisition settlement of
Voiteck Pty Ltd
Shares issued in settlement of employee
benefits – extinguishment of liabilities
Conversion of performance
rights
ordinary shares
Forfeited performance rights
Capital raising costs
At 30 June 2022
to
13,999,986
268,240
21,317
548,157
22,500
1,260,500
-
(650,590)
65,912,270
-
-
-
-
-
-
-
(49,792,284)
-
-
-
-
-
-
(1,260,500)
(831,530)
-
3,085,718
251,685
251,685
13,999,986
268,240
21,317
548,157
22,500
-
(831,530)
(650,590)
19,205,704
At 1 July 2022
65,912,270
(49,792,284)
3,085,718
19,205,704
Comprehensive income:
Loss for the year
Total comprehensive income / (loss) for
the year
Transactions with owners, in their
capacity as owners
Shares issued in acquisition settlement of
Voiteck Pty Ltd
Reversal of Option Expired during the year
Performance rights issued during the year
-
-
(22,816,233)
(22,816,233)
133,200
-
-
-
-
-
-
1,856,826
-
(1,856,212)
549,820
(22,816,233)
(22,816,233)
133,200
614
549,820
At 30 June 2023
66,045,470
(70,751,691)
1,779,326
(2,926,895)
*Refer to Note 34 for detailed information on restatement of comparatives.
The accompanying notes form part of these financial statements.
23
CONSOLIDATED STATEMENT OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITES
Receipts from customers
Payments to suppliers and employees
Research and development tax offset
Government grants
Other Revenue – Mining Royalty
Interest received
Interest paid
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for physical non-current assets
Payments of stamp duty for business aquisiton
Payment to acquire business
Transction costs for business combinations
Proceeds from disposal of property, plant and equipment
Net movement in bonds
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITES
Proceeds from application funds held in trust, net of costs
Proceeds from borrowings
Payments for capital raising costs
Payment of transaction and finance costs
Repayment of borrowings
Leasing payments
Other financing Cashflow
Net cash cash provided by financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Exchange rate adjustments
Cash and cash equivalents at end of the financial year
10
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note
2023
$
2022
$
49,064,848
(46,747,772)
-
-
250,000
4,837
(14,503)
2,557,410
33,229,199
(28,319,239)
485,715
11,125
-
309
(77,990)
5,329,119
28
(316,350)
-
(8,124,827)
-
43,069
(123,372)
(8,521,480)
(153,422)
(283,843)
(30,356,017)
(569,950)
423
-
(31,362,809)
-
8,042,521
-
(2,343,274)
(500,000)
(635,451)
(1,877)
4,561,919
(1,402,151)
3,195,181
-
1,793,030
13,999,986
16,000,000
(644,330)
(2,015,081)
(1,500,000)
(270,310)
-
25,570,265
(463,425)
3,658,416
190
3,195,181
The accompanying notes form part of these financial statements.
24
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
The consolidated financial statements and notes represent those of Vonex Limited and the entities it controlled
during the year (“the consolidated entity”). Vonex Limited is a public company, incorporated and domiciled in
Australia. The address of the Company’s registered office and principal place of business is Level 6, 303
Corronation Drive, Milton, Qld.
The separate financial statements of the parent entity, Vonex Limited, have not been presented within this financial
report as permitted by the Corporations Act 2001.
The financial statements were authorised for issue by the Board on 31 August 2023.
Note 1: Statement of Significant Accounting Policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations
Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International
Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable,
the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value
through other comprehensive income, investment properties, certain classes of property, plant and equipment and
derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise judgement in the process of applying the consolidated entity’s accounting policies. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to the financial statements, are disclosed in Note 2.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated
entity only. Supplementary information about the parent entity is disclosed in note 16.
New, revised or amending Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
25
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 1:
Statement of Significant Accounting Policies (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
(a) Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and result of entities controlled by Vonex
Limited at the end of the reporting period. A controlled entity is an entity over which Vonex Limited has the ability
or right to govern the financial and operating policies so as to obtain benefits from the entity’s activities. In preparing
the consolidated financial statements, all inter-group balances and transactions between entities in the
consolidated entity have been eliminated in full on consolidation. Where controlled entities have entered or left the
consolidated entity during the year, the financial performance of those entities is included only for the period of the
year that they were controlled.
(b) Business Combinations
Business combinations occur where an acquirer obtains control over one or more businesses and results in the
consolidation of its assets and liabilities. A business combination is accounted for by applying the acquisition
method, unless it is a combination involving entities or businesses under common control. The acquisition method
requires that for each business combination one of the combining entities must be identified as the acquirer (i.e.
parent entity). The business combination will be accounted for as at the acquisition date, which is the date that
control over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the
consolidated financial statements, and subject to certain limited exceptions, the fair value of the identifiable assets
acquired and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised where a
present obligation has been incurred and its fair value can be reliably measured.
The acquisition may result in the recognition of goodwill or a gain from a bargain purchase. The method adopted
for the measurement of goodwill will impact on the measurement of any non-controlling interest to be recognised
in the acquiree where less than 100% ownership interest is held in the acquiree.
The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date
fair value of any previously held equity interest shall form the cost of the investment in the separate financial
statements. Consideration may comprise the sum of the assets transferred by the acquirer, liabilities incurred by
the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer. Fair value uplifts
in the value of pre-existing equity holdings are taken to the statement of profit and loss and other comprehensive
income. Where changes in the value of such equity holdings had previously been recognised in other
comprehensive income, such amounts are recycled to profit or loss.
Included in the measurement of consideration transferred is any asset or liability resulting from a contingent
consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a
financial liability or equity instrument, depending upon the nature of the arrangement. Rights to refunds of
consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent
consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
Contingent consideration classified as an asset or a liability is remeasured each reporting period to fair value
through the statement of profit and loss and other comprehensive income unless the change in value can be
identified as existing at acquisition date.
All transaction costs incurred in relation to the business combination are expensed to the statement of profit or
loss and other comprehensive income.
26
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 1:
Statement of Significant Accounting Policies (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Income Tax
(c)
The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax
expense (income).
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax
liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant
taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during
the year as well unused tax losses.
Current and deferred income tax expense (revenue) is charged or credited outside profit or loss when the tax
related to items that are recognised outside profit or loss.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result
where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be
recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no
effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the
asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the
reporting period. Their measurement also reflects the manner in which management expects to recover or settle
the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that
it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be
utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint
ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary
difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that
net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred
tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and
liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different
taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective
asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are
expected to be recovered or settled.
27
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 1:
Statement of Significant Accounting Policies (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
(d) Plant and Equipment
Each class of plant and equipment is carried at cost or fair value, less, where applicable, any accumulated
depreciation and impairment losses. The carrying amount of plant and equipment is reviewed annually by directors
to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed
on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent
disposal. The expected net cash flows have been discounted to their present values in determining recoverable
amounts.
The cost of fixed assets constructed included the cost of materials, direct labour, borrowing costs and an
appropriate proportion of fixed and variable overheads.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the company and the
cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss.
Depreciation
The depreciable amount of plant and equipment is depreciated on the straight line method over their useful lives
commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the
shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Furniture and Fixtures
Plant and Equipment
Leasehold Improvements
Motor Vehicles
Computer Equipment
Depreciation Rate
5% - 100%
8% - 100%
2.5% - 33%
16% - 25%
4% - 100%
The asset’s residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting
period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and
losses are included in the statement of profit or loss and other comprehensive income.
i. Plant and Equipment
The asset’s residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting
period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and
losses are included in the statement of profit or loss and other comprehensive income.
28
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 1:
Statement of Significant Accounting Policies (continued)
(d) Plant and Equipment (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Impairment of Assets
ii.
At each reporting date, the consolidated entity reviews the carrying values of its tangible and intangible assets to
determine whether there is any indication that those assets have been impaired. If such an indication exists, the
recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is
compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is
expensed to the statement of profit or loss and other comprehensive income.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the
asset is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss
and other comprehensive income immediately, unless the relevant asset is carried at fair value, in which case the
impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the
carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent
that the increased carrying amount does not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised in
the statement of profit and loss and other comprehensive income immediately, unless the relevant asset is carried
at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.
Impairment testing is performed annually for intangible assets with indefinite useful lives.
(e) Employee Entitlements
Provision is made for the consolidated entity’s obligation for short-term employee benefits. Short-term employee
benefits are benefits that are expected to be settled wholly before 12 months after the end of the annual reporting
period in which the employees render the related service, including wages, salaries and sick leave. Short-term
employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.
The consolidated entity’s obligations for short-term employee benefits such as wages and salaries are recognised
as a part of current trade and other payables in the statement of financial position. The consolidated entity’s
obligations for employees’ annual leave entitlements are recognised as provisions in the statement of financial
position.
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected
to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when
the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting
date are measured as the present value of expected future payments to be made in respect of services provided
by employees up to the reporting date using the projected unit credit method. Consideration is given to expected
future wage and salary levels, experience of employee departures and periods of service. Expected future
payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and
currency that match, as closely as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
(f) Provisions
Provisions are recognised when the consolidated entity has a legal or constructive obligation, as a result of past
events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably
measured.
29
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 1:
Statement of Significant Accounting Policies (continued)
(g) Investments and other financial assets
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part
of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair value depending on their classification. Classification is
determined based on both the business model within which such assets are held and the contractual cash flow
characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred
and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no
reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off.
1. Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified
as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for
trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or
a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are
recognised in profit or loss.
2. Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the
consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such
upon initial recognition.
Impairment of financial assets
3.
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss
allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether
the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month
expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses
that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become
credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on
the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis
of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at
the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance
is recognised in other comprehensive income with a corresponding expense through profit or loss. In all other
cases, the loss allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
(h) Cash and Cash Equivalents
Cash and equivalents include cash on hand, deposits held at call with banks and other short term highly liquid
investments. For the purpose of the statement of cash flows, cash includes deposits at call, which are readily
convertible to cash on hand and subject to an insignificant risk of changes in value.
30
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 1:
Statement of Significant Accounting Policies (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
(i) Revenue and Other Income
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to
be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the
consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract;
determines the transaction price which takes into account estimates of variable consideration and the time value
of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-
alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each
performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services
promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer
such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other
contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method.
The measurement of variable consideration is subject to a constraining principle whereby revenue will only be
recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue
recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable
consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially
recognised as deferred revenue in the form of a separate refund liability.
Rendering of telecommunications services
Revenue from the rendering of retail telecommunications services includes the provision of data, internet, voice
and other services. Revenue from the rendering of data and internet services to consumers and corporate
customers is recognised on a straight-line basis over the period the service is provided. Revenue for voice services
is recognised at completion of the call. Revenue from wholesale hosted PBX service customers is charged based
on the number of PBX registrations recorded on a daily basis and invoiced monthly in arrears.
Where revenue for services is invoiced to customers and/or received in advance, the amount that is unearned at
a reporting date is recognised in the statement of financial position as deferred income, and its recognition in the
profit or loss is deferred until the period to which the invoiced amount relates.
Sale of goods
Revenue from the sale of goods represents sales of customer equipment to consumer and corporate customers.
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods
or service.
Revenue arrangements with multiple deliverables
Where two or more revenue-generating activities or deliverables are sold under a single arrangement, each
deliverable is considered to be a separate unit of accounting and is accounted for separately.
Interest
Revenue is recognised as the interest accrues using the effective interest rate method, which for floating rate
financial assets is the rate inherent in the instrument.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
(j) Contract assets
Contract assets are recognised when the consolidated entity has satisfied the performance obligations in the
contract and either has not recognised a receivable to reflect its unconditional right to consideration or the
consideration is not due. Contract assets are treated as financial assets for impairment purposes.
(k) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a
substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such
time as they assets are substantially ready for their intended use of sale.
31
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 1:
Statement of Significant Accounting Policies (continued)
(k) Borrowing Costs (continued)
All other borrowing costs are recognised as an expense in the period in which they are incurred. Borrowing costs
predominately consist of interest and other costs that the company incurs in connection with the borrowing of
funds.
(l) Goods and Services Tax (“GST”)
The company is registered for GST. Revenues, expenses and assets and liabilities are recognised net of the
amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office
(“ATO”). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of
the item of the expense. The net amount of GST recoverable from, or payable to, the ATO is included with other
receivables or payables in the statement of financial position. Receivables and payables in the statement of
financial position are shown inclusive of GST.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities, which are recoverable from or payable to the ATO, are presented as operating cash flows.
(m) Trade and other payables
These amounts represent liabilities for goods, services and other commitments provided to the consolidated entity
at the end of the reporting period that remain unpaid.
Trade payables are recognised at their transaction price. Trade payables are obligations on the basis of normal
credit terms. Trade payables are predominately unsecured.
(n) Trade and other receivables
All trade receivables are recognised initially at the transaction price (i.e. cost) less expected credit losses for any
uncollectable amounts. Receivable terms for the consolidated entity are due for settlement within 4-30 days from
the date of the invoice. Collect ability of trade debtors is reviewed on an ongoing basis.
Receivables expected to be collected within 12 months of the end of the reporting period are classified as current
assets. All other receivables are classified as non-current assets.
At the end of each reporting period, the carrying amount of trade and other receivables are reviewed to determine
whether there is any objective evidence that the amounts are not recoverable. If so, an impairment loss is
recognised immediately in the statement of profit or loss and other comprehensive income. When identified, debts
which are known to be uncollectible are written off.
(o) Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing
rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments
that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price
of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in
which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease
liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the
carrying amount of the right-of-use asset is fully written down.
(p) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
32
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 1: Statement of Significant Accounting Policies (continued)
(q) Right-Of-Use Assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at
cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made
at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and,
except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and
removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated
useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the
leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are
subject to impairment or adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-
term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are
expensed to profit or loss as incurred.
(r) Segment Reporting
Identification of reportable operating segments
The consolidated entity is organised into three operating segments based on differences in products and services
provided: retail telecommunications, wholesale telecommuncations and corporate. These operating segments are
based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief
Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.
There is no aggregation of operating segments.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies
adopted for internal reporting to the CODM are consistent with those adopted in the financial statements. The
information reported to the CODM is on a monthly basis.
Types of products and services
The principal products and services of each of these operating segments are as follows:
Retail Telecommunications: engaged in the sale of hardware and the full suite of telecommunication services
including the provision of data, internet, voice (including IP voice) and billing services within Australia.
Wholesale Telecommunications: provides wholesale customers access to the core Vonex PBX, call termination
services, NBN and 4g mobile broadband at wholesale rates via a “white label” model.
Corporate: engaged in managing the corporate affairs of the Group, including capital-raising its headquarters
central functions as well as its risk management and self-insurance activities along with special development
projects.
(s) Intangibles
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for
impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is
carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and
are not subsequently reversed.
Customer List
Customer List is amortised on a straight line basis over the life of the contracts. The residual values and useful
lives are reviewed annually at each balance date and adjusted, if appropriate.
Trademarks
Trademark is amortised on a straight line basis over the period of 10 years from April 2013. The residual values
and useful lives are reviewed annually at each balance date and adjusted, if appropriate.
33
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 1:
Statement of Significant Accounting Policies (continued)
(s) Intangibles (continued)
Patents
Patent is amortised on a straight line basis over the period of 10 years from April 2013. The residual values and
useful lives are reviewed annually at each balance date and adjusted, if appropriate.
Customer & Supply contracts (2SG)
The customer and supply contract is being amortised on a straight-line basis over two periods dependent on
contract terms (5 years and 10 years). The residual values and useful lives are reviewed annually at each balance
date and adjusted, if appropriate.
Customer & Supply contracts (Nextel)
The customer and supply contract is being amortised on a straight-line basis on contract terms 5 years. The
residual values and useful lives are reviewed annually at each balance date and adjusted, if appropriate.
Customer contracts & Channel Partners (MNF)
The customer and supply contract is being amortised on a straight-line basis over two period dependent on
contract terms 5 years and customer attrition related to Channel Partners of 12 years. The residual values and
useful lives are reviewed annually at each balance date and adjusted, if appropriate.
Customer contracts & developed software (Voiteck)
The customer contracts & developed software are being amortised on a straight-line basis over 8.5 years. The
residual values and useful lives are reviewed annually at each balance date and adjusted, if appropriate.
Customer contracts (OntheNet)
The customer contracts are being amortised on a straight-line basis over 10 years. The residual values and useful
lives are reviewed annually at each balance date and adjusted, if appropriate.
(t) Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised
within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified
as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating
cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period;
or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting
period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
(u) Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
34
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
(v) Earnings Per Share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company, excluding
any costs of servicing equity other than ordinary shares, by weighted average number of ordinary shares
outstanding during the financial year, adjusted for the bonus elements in ordinary shares issued during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares assumed to have been issued for no consideration in relation
to dilutive potential ordinary shares.
(w) Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs.
They are subsequently measured at amortised cost using the effective interest method.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the
statement of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using a market rate for
an equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost basis
until extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised
as a finance cost. The remainder of the proceeds are allocated to the conversion option that is recognised and
included in shareholders equity as a convertible note reserve, net of transaction costs. The carrying amount of the
conversion option is not remeasured in the subsequent years. The corresponding interest on convertible notes is
expensed to profit or loss.
(x) New, revised or amending Accounting Standards and Interpretations adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June
2023. There is no material impact of these new or amended Accounting Standards and Interpretations.
(y) Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and discharge of liabilities in the normal course of business. The
consolidated entity has incurred a net loss of $22,816,233 during the year ended 30 June 2023 and, as of that
date, the consolidated entity’s current liabilities exceeded its current assets by $28,223,108.
Whilst the above condition indicates a material uncertainty which may cast significant doubt over the
consolidated entity’s ability to continue as a going concern and therefore whether it will realise its assets and
extinguish its liabilities in the normal course of business and at the amounts stated in the financial report, the
Directors believe that there are reasonable grounds to believe that the consolidated entity will be able to
continue as a going concern, after consideration of the following factors:
• The Directors expect the Consolidated Entity’s Retail and Wholesale segments will continue to trade profitably;
• Cashflows from operating activities generated $2,557,410 cashflow for the year ended 30 June 2023 and is
expected to increase;
• Trade and other payables as disclosed in Note 20 includes contingent consideration which will be partly settled
in shares and restricted share consideration which will convert to equity;
• Despite the net current liability position of $28,233,108, which is predominantly made up of trade payables and
borrowings, the consolidated entity’s suppliers and debt financier remain supportive of the business, including the
provision of extended payment terms and payment plans, and in the case of borrowings, conversations have
included the likely need to extend the maturity date of the debt; and
• The consolidated entity has the ability to raise capital through the issue of equity
On this basis, the Directors are of the opinion that the financial statements should be prepared on a going concern
basis and that the consolidated will be able to pay its debts as and when they fall due and payable.
35
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Should the Group be unable to continue as a going concern it may be required to realise its assets and discharge
its liabilities other than in the normal course of business and at amounts different to those stated in the financial
statements. The financial statements do not include any adjustments relating to the recoverability and classification
of asset carrying amounts or the amount of liabilities that might result should the Group be unable to continue as
a going concern and meet its debts as and when they fall due.
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note 2: Critical Estimates
The directors evaluate estimates and judgements incorporated into the financial statements based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future events
and are based on current trends and economic data, obtained both externally and within the consolidated entity.
There have been no judgements, apart from those involving estimation, in applying accounting policies that have
a significant effect on the amounts recognised in these financial statements. Following is a summary of the key
assumptions concerning the future and other key sources of estimation at reporting date that have not been
disclosed elsewhere in these financial statements.
Share based payment transactions
The consolidated entity measures the cost of equity-settled transactions by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by management using an
appropriate valuation model that use estimates and assumptions. Management exercises judgement in preparing
the valuations and these may affect the value of any share-based payments recorded in the financial statements
(refer to notes 33 for further details).
Impairment
The consolidated entity assesses impairment at the end of each reporting period by evaluation conditions and
events specific to the consolidated entity that may be indicative of impairment triggers. Validity for future operations
are all elements that are considered. Recoverable amounts of relevant assets are reassessed using value-in-use
calculations which incorporate various key assumptions.
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate
impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in
accordance with the accounting policy stated in note 1. The recoverable amounts of cash-generating units have
been determined based on value-in-use calculations. These calculations require the use of assumptions, including
estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate
impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in
accordance with the accounting policy stated in note 1. The recoverable amounts of cash-generating units have
been determined based on value-in-use calculations. These calculations require the use of assumptions, including
estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.
Refer to note 25 for further information.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life
intangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to the
particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset
is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a
number of key estimates and assumptions.
Business combinations
As discussed in note 1, business combinations are initially accounted for on a provisional basis. The fair value of
assets acquired, liabilities and contingent liabilities assumed are initially estimated by the consolidated entity taking
into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the
business combination accounting is retrospective, where applicable, to the period the combination occurred and
may have an impact on the assets and liabilities, depreciation and amortisation reported.
36
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 3: Revenue
Revenue from customers
Sales revenue
Disaggregation of revenue
The disaggregation of revenue from customers is as follows:
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
2023
$
2022
$
45,454,008
33,616,139
Consolidated - 30 June 2023
Major service lines
Telephony / Internet
Hardware / Software
Infrasructure/Projects/Support
Hosted PBX
Geographical regions
Australia
United States of America
Consolidated - 30 June 2022
Major service lines
Telephony & Internet
Hardware
Infrasructure/Projects/Support
Hosted PBX
Geographical regions
Australia
United States of America
Note 4: Other Income
Other income
Interest received
Research & development tax offset
Disposal of operating lease
Johnson Range Royalty Sale
Debt forgiveness
Gain on disposal of plant and equipment
Other income
Fair value gain on contingent consideration [refer Note 20 (ii)]
Total other income
Retail
$
Wholesale
Corporate
$
$
Total
$
31,112,790
166,851
1,813,694
395,060
9,614,000
110,319
339,032
1,902,262
33,488,395
11,965,613
33,488,395
-
11,965,613
-
-
33,488,395
11,965,613
-
-
-
-
-
-
-
-
40,726,790
277,170
2,152,726
2,297,322
45,454,008
45,454,008
-
45,454,008
Retail
$
Wholesale
Corporate
$
$
Total
$
22,142,125
470,504
536,119
-
8,702,726
70,683
-
1,693,982
23,148,748
10,467,391
23,148,748
-
10,453,221
14,170
23,148,748
10,467,391
-
-
-
-
-
-
-
-
30,844,851
541,187
536,119
1,693,982
33,616,139
33,601,969
14,170
33,616,139
2023
$
2022
$
4,837
-
-
250,000
13,661
-
227,907
1,219,444
1,715,849
351
485,715
32,232
-
64,005
173
130,446
-
712,922
37
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note 5: Profit/(Loss) for the year
Profit/(Loss) before income tax includes the following specific expenses
2023
$
2022
$
Expenses
Cost of sales
Cost of sales
Depreciation
Leasehold improvements
Plant and equipment
Office and computer equipment
Motor vehicles
Licenses and development
Land and buildings right-of-use assets
Plant and equipment right-of-use assets
(25,223,709)
(17,062,382)
(15,635)
(130,024)
(140,051)
(14,845)
(4,158)
(672,424)
(44,532)
(12,226)
(7,696)
(81,119)
(14,432)
(379)
(255,398)
(50,145)
Total depreciation
(1,021,669)
(421,395)
Amortisation
Patents and trademarks
Customer list
Customer and supplier contracts
Total amortisation
Finance costs
Interest and finance charges payable/paid on lease liabilities
Interest charges on insurance premium funding and credit cards
Interest charges on Longreach debt facility
Total finance costs
Superannuation expenses
Employee superannuation expense
Directors superannuation expense
-
(59,602)
(1,987,936)
(886)
(72,082)
(1,487,417)
(2,047,538)
(1,560,385)
(112,863)
(14,503)
(2,266,151)
(58,451)
(16,791)
(1,517,589)
(2,393,517)
(1,592,831)
(868,893)
(37,561)
(573,475)
(28,700)
Total superannuation expenses
(906,454)
(602,175)
38
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note 6:
Income Tax Expense
Income Tax Expense
(a)
Current tax expense
Deferred tax expense/(benefit)
Income tax expense/(benefit)
Reconciliation
(b)
The prima facie tax on the loss is reconciled to income tax expense as follows:
Loss for the year
Prima facie tax expense at 25% (2022:25%)
Non-deductible expenses
Non-assessable income
Deferred tax asset not brought to account
Income tax benefit
2023
$
2022
$
-
(564,000)
(564,000)
-
(418,175)
(418,175)
(23,380,233)
(5,845,058)
(166,490)
(41,622)
4,901,243
-
379,815
(564,000)
125,716
(323,686)
(178,583)
(418,175)
(c) Deferred Tax Asset
Deferred tax asset not brought to account comprises the future benefits at applicable tax rates:
Tax losses – revenue (resident)
Accruals and provisions
Business related costs
Other
(d) Deferred Tax Liabilities
Deferred tax liability of $3,758,889 (2022: $3,291,676)*.
2023
$
5,071,128
666,693
163,875
(73,409)
5,828,287
2022
$
5,027,947
493,452
180,760
(296,614)
5,405,545
Resident tax losses calculated at the Australian income tax rate of 25% (2022:25%).
The deferred tax asset has not been recognised as an asset in the statement of financial position as its realisation
is not considered probable. The asset will only be obtained if:
(a) the company derives future assessable income of a nature and of an amount sufficient to enable the asset from
the deductions for the loss to be realised;
(b) the company continues to comply with the conditions for deductibility imposed by the law; and
(c) no changes in tax legislation adversely affect the consolidated entity in realising the asset from deductions for
the losses.
*Refer to Note 34 for detailed information on restatement of comparatives.
39
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 7: Key Management Personnel Disclosures
The aggregate compensation made to directors and other members of key management personnel of the
consolidated entity is set out below:
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Short-term employee benefits
Post-employment benefits
Share-based payments
Note 8: Auditors’ Remuneration
Remuneration of the auditor:
- auditing or reviewing the financial report
- other services
Note 9: Earnings per Share
Profit/(Loss) for the year
2023
$
2022
$
717,875
75,893
549,820
1,343,588
584,960
56,794
(402,465)
239,289
2023
$
2022
$
155,500
27,500
183,000
152,500
95,000
247,500
2023
$
(22,816,233)
2022
$
251,685
Weighted average number of ordinary shares outstanding during the year
used in the calculation of basic loss per share
No. Shares
334,279,496
No. Shares
309,315,492
There is no dilution of shares due to options as the potential ordinary shares are not dilutive and are therefore not
included in the calculation of diluted loss per share.
Note 10: Cash and Cash Equivalents
Cash on hand
Cash at bank
2023
$
2022
$
2,154
1,790,876
1,793,030
1,554
3,193,627
3,195,181
40
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note 11: Trade and Other Receivables
CURRENT
Trade debtors
Less: Allowance for expected credit losses
Other debtors
2023
$
2022
$
2,302,085
(415,964)
1,886,121
2,014,588
(431,548)
1,583,040
1,419,921
3,306,042
1,359,968
2,943,008
The ageing of the receivables and allowance for expected credit losses provided for the above are as follows:
Expected credit loss rate
Consolidated
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
2023
%
11%
12%
93%
2022
%
0%
11%
100%
Carrying amount
2022
$'000
2023
$'000
Allowance for expected
credit losses
2022
$'000
2023
$'000
2,045,726
58,381
197,978
2,302,085
1,411,553
192,682
410,353
2,014,588
224,229
6,738
184,997
415,964
-
21,195
410,353
431,548
The consolidated entity has taken up an additional allowance for expected credit losses in 2023 following the
recent migration of customers from recent acquisitions, and the pressure of increasing interest rates throughout
the economy. Even though these receivables are not overdue, the consolidated entity considers an additional
allowance prudent at this time.
Movements in the allowance for expected credit losses are as follows:
Reconciliation:
Opening balance
Additions/(Reversals)
MNF acquisition
Receivables written off during the year as uncollectable
Closing balance
2023
$
2022
$
431,548
(17,592)
13,261
(11,253)
415,964
66,106
159,123
244,408
(38,089)
431,548
41
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 12: Current Assets – Contract Assets
CURRENT
Contract assets
NON CURRENT
Contract assets
Reconciliation:
Reconciliation of the written down values at the beginning and end of the
Current and previous financial year are set out below:
Balance at the beginning of the year
Additional provision
Transfer to sales adjustments
Balance at the end of the year
Note 13: Other Assets
CURRENT
Bonds/deposits paid/receivables
Works in progress
Loans
Inventory
Prepayments
Leasing receivables
NON-CURRENT
Bonds/deposits paid/receivables
Prepayments
Leasing receivables
2023
$
2022
$
55,801
73,639
20,525
3,802
77,441
81,155
(82,270)
76,326
68,594
94,745
(85,898)
77,441
2023
$
2022
$
201,148
3,569
-
183,581
333,505
18,255
740,058
281,771
1,584
303,597
586,952
-
-
9,415
269,183
349,431
67,302
695,331
148,932
-
354,976
503,908
42
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 14: Intangible assets
Customer Contracts and Developed software (Voiteck)
Less: Impairment
Customer contracts (Nextel)
Less: Accumulated amortisation
Goodwill (2SG & Nextel & MNF)
Less: Accumulated impairment
Intangible Assets – Provisionally Acquired (OntheNet)
IPVD customer list
Less: Accumulated amortisation
Customer contracts (OntheNet)
Less: Accumulated amortisation
Customer & Supply contracts (2SG)
Less: Accumulated amortisation
Customer and Channel partnership contracts (MNF)
Less: Accumulated amortisation
Patents and trademarks - at cost
Less: Accumulated amortisation
Domain name acquisition
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Restated *
2023
2022
1,858,842
(329,691)
1,529,151
1,858,842
(107,074)
1,751,768
278,648
(134,440)
144,208
278,648
(78,284)
200,364
28,240,274
(20,011,347)
8,228,927
28,240,274
(550,000)
27,690,274
5,234,252
5,234,252
-
-
720,081
(720,081)
-
720,081
(660,479)
59,602
4,128,712
(295,000)
3,833,712
-
-
-
2,908,977
(1,515,911)
1,393,066
2,908,977
(1,061,137)
1,847,840
8,714,324
(1,806,674)
6,907,650
8,714,324
(847,286)
7,867,038
222,130
(218,451)
3,679
222,130
(218,451)
3,679
2,071
2,071
2,071
2,071
27,276,716
39,422,636
*Refer to Note 34 for detailed information on restatement of comparatives.
43
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 14: Intangible assets (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Consolidated
Customer list
Customer and
Channel
Partnership
Contract -
MNF
Goodwill
Intangible Assets -
Provisionally
acquired)
Patents and
trademarks
Domain
name
Customer
and Supply
contracts
(2SG)
Customer
Contracts -
Nextel
Customer
Contracts - On
The Net
(Provisionally
Acquired)
Customer
Contracts and
Developed
software -
Voiteck
Balance at 30 June 2021
131,684
1,857,480
-
-
4,566
2,071
2,302,613
278,648
Additions/(Disposal)
-
23,791,956
8,714,324
3,959,471
Amortisation expense
(72,082)
-
(847,286)
Impairment expense
Re-allocation of
provisionally acquired
intangible assets
Amortisation of re-
allocated assets
-
-
-
(550,000)
2,590,838
-
-
-
-
Balance at 30 June 2022
59,602
27,690,274
7,867,038
Additions/(Disposal)
Amortisation expense
Impairment expense (i)
Intangible Assets –
Provisionally Acquired
(OntheNet)
Balance at 30 June 2023
-
(59,602)
-
-
-
(959,388)
(19,461,347)
-
-
-
-
-
-
-
-
(3,959,471)
-
-
-
-
-
5,234,252
-
(887)
-
-
-
-
-
(454,773)
(78,284)
-
-
-
-
-
-
-
-
-
-
-
Total
4,577,062
-
36,465,751
(1,453,312)
(550,000)
1,858,842
490,209
(107,074)
(107,074)
3,679
2,071
1,847,840
200,364
1,751,768
39,422,636
-
-
-
-
-
-
-
-
-
-
-
-
-
(454,774)
(56,156)
(295,000)
(222,617)
(2,047537)
-
-
-
-
-
4,128,712
-
-
(19,461,347)
9,362,964
8,228,927
6,907,650
5,234,252
3,679
2,071
1,393,066
144,208
3,833,712
1,529,151
27,276,716
i.
During the financial year the impacts of post-COVID19 cotinued across Australia with many States and Territories, followed by a sustained period of increased interest rates. As a result, the Company has taken
the decision to write down carrying values of a number of business units.
*Refer to Note 34 for detailed information on restatement of comparatives.
44
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 14: Intangible assets (continued)
(a) Business combination – 2SG Wholesale Pty Ltd
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
On 28 February 2020, Vonex Ltd acquired the business of 2SG Wholesale Pty Ltd (‘2SG’). 2SG Wholesale is a
telecommunications and data wholesaler based in Brisbane, Queensland which provides Australian Managed
Service Providers, ISPs and System Integrators with access to the latest in hardware and connectivity solutions
from leading brands. 2SG ’s mobile broadband capability provides Australian ISPs the opportunity to sell a
wireless broadband solution via the Optus 4G Network. Integration with Australia’s premier carriers facilitates the
delivery of the latest fixed line, mobile connectivity and hardware solutions country-wide.
(b) Business combination – Voiteck
On 4 January 2022 Vonex Ltd, acquired Voiteck Pty Ltd (‘Voiteck’). On 4 January 2022, Voiteck is an Adelaide, SA
based business providing voice and internet services to small to medium enterprise (SME) customers. The
intangible assets launches Vonex into a new geographic region providing a branded physical presence from which
the combined group can pursue growth in the SA market.
(c) Business combination – MNF
On 9 August 2021 Vonex Ltd, acquired part of the Direct Business from MNF Group Ltd (‘MNF’). The Direct
Business sells cloud phone, internet and mobile services to SME and residential customers in Australia. The
Acquisition will materially expand Vonex's footprint of SME and residential customers and will see the Company
migrate approximately 5,250 new business customers to its platform along with providing a strong platform for
organic growth in the Australian telecommunications market through cross-selling internet and mobility products to
Direct Business customers.
(d) Business combination – Nextel
On 2 February 2021, Vonex Ltd acquired the business of Nextel Pty Ltd (‘Nextel’). Nextel is a Sydney, NSW based
business providing telecommunications services to business customers and is recognised as an industry leader in
the design, installation and maintenance of voice, data and communications networks. It is an established single-
source provider to small-to-medium enterprise (SME) businesses with expertise in rolling out wireless, fibre and
RFID networks, as well as delivering structured cabling, telephony systems and electrical fit outs to large-scale
projects.
(e) Business combination – OntheNet
On 27 October 2022, Vonex Ltd acquired the business of Network Technology (Aust) Pty Ltd trading as
OntheNet (“OntheNet”). OntheNet provides data network, voice and hosting/colocation services primarily to
business customers across Australia. It also brings ownership of its fully redundant core network, peering at major
Australian Internet Exchange Points (IXPs) and a Tier 3 Data Centre located on the Gold Coast. The intangible
assets launches Vonex into a new geographic region (Gold Coast) within Australia and significantly expands the
Company’s data network capabilities and introduces new product offerings in colocation and hosting.
45
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 14: Intangible assets (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Key Assumptions Used for Value-in-Use Calculations
The recognition of Goodwill acquired through business combinations of 2SG, Nextel, Voiteck and Direct Business
of MNF have been allocated to the following cash-generating unit (CGU):
➢ 2SG
➢ Direct Business of MNF
➢ Nextel
➢ Voiteck
The recoverable amount of the consolidated entity’s goodwill has been determined on the basis of value-in-use
(VIU) calculation using discounted cashflow models, based on 3 year projections approved by management and
extrapolated for a further 2 years using a a steady rate.
2SG:
The following describes the assumptions on which management has based its cash flow projections when
determining value in use for 2SG:
Revenue growth rate
The growth rate represents a steady indexation rate which does not exceed management's expectations of the
long term average growth rate for the business in which each CGU operates. The rate applied in the cash flow
projection is 4.6% on average.
Discount rate
For the 2SG CGU, the pre-tax discount rate applied to cash flow projections is 26.62%.
Cash flows
Value-in-use calculations use cash flow projections from current forecasts based on past performance and
expectationse on future earnings.
Revenue
The value-in-use model is based on the current forecasts used by the Board. The forecast process was based on
revenue expectations for the years ahead built around existing customer contracts along with ongoing cross-selling
opportunities withing the existing wholesale customer base to sustain growth, with a conservative bias.
Sensitivities
As disclosed in Note 2, the Board has made judgements and estimates in respect of impairment testing of goodwill.
Should these judgements and estimates not occur the resulting goodwill carrying amount may decrease. The
sensitivities are as follows:
➢ Revenue growth rate would need to decrease to 1.23% before goodwill would need to be impaired, with all
other assumptions remaining constant or
➢ The pre-tax discount rate would be required to significantly increase before goodwill would need to be
impaired, with all other assumptions remaining constant.
46
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 14: Intangible assets (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Direct Business of MNF:
The following describes the assumptions on which management has based its cash flow projections when
determining value in use for Direct Business of MNF:
Revenue growth rate
The growth rate represents a steady indexation rate which does not exceed management's expectations of the
long term average growth rate for the business in which each CGU operates. The rate applied in the cash flow
projection is a decrease of 5% in 2024, with growth to then remain flat on average.
Discount rate
For the Direct Business of MNF CGU, the pre-tax discount rate applied to cash flow projections is 21.05%.
Cash flows
Value-in-use calculations use cash flow projections from current forecasts based on past performance and
expectations on future earnings.
Revenue
The value-in-use model is based on the current forecasts used by the Board. The forecast process was based on
revenue expectations for the year built around existing customer contracts along with ongoing cross-selling
opportunities withing the existing retail customer base to sustain growth.
Based on the above, an impairment charge of $16,392,896 has been applied as the carrying amount of goodwill
exceeded its recoverable amount for the MNF Direct Business.
Goodwill impairment testing is conducted annually, was last performed in 31 December 2022. There are no
futher indicators of impairment as at 30 June 2023.
47
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 14: Intangible assets (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Voiteck:
The following describes the assumptions on which management has based its cash flow projections when
determining value in use for Voiteck:
Revenue growth rate
The growth rate represents a steady indexation rate which does not exceed management's expectations of the
long term average growth rate for the business in which each CGU operates. The rate applied in the cash flow
projection is 1% on average.
Discount rate
For Voiteck, the pre-tax discount rate applied to cash flow projections is 24.24%.
Cash flows
Value-in-use calculations use cash flow projections from current forecasts based on past performance and
expectations on future earnings.
Revenue
The value-in-use model is based on the current forecasts used by the Board. The forecast process was based on
revenue expectations for the year built around existing customer contracts along with ongoing cross-selling
opportunities withing the existing retail customer base to sustain growth.
Based on the above, an impairment charge of $2,285,111 has been applied as the carrying amount of goodwill
exceeded its recoverable amount for Voiteck.
Goodwill impairment testing is conducted annually, was last performed in 31 December 2022. There are no
futher indicators of impairment as at 30 June 2023.
Nextel:
The following describes the assumptions on which management determined value in use for Nextel:
The impacts of post-COVID19 resulted in significant impact to Nextel resulting in the decision to write down the
carrying values of Nextel Goodwill. This resulted in an impairment charge of $783,340. The carrying amount of
goodwill has now been written off in full.
48
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note 15: Subsidiaries
(a) Parent entity
The parent entity within the Group is Vonex Ltd.
(b) Subsidiaries
Subsidiaries
IP Voice and Data Pty Ltd (ABN 45 147 537 871)
Oper8tor Pty Ltd (ABN 14 601 220 633)
Vonex Wholesale Pty Ltd (ABN 98 138 093 482)
Voiteck Pty Ltd (ABN 45 139 880 952)
Network Technologies (Aust) Pty Ltd (ACN: 096
864 836)
Subsidaries of Voiteck Pty Ltd
Voiteck Mobile Pty Ltd (ABN 73 616 534 466)
Subsidiaries of IP Voice and Data Pty Ltd
Itrinity Australia Pty Ltd (ACN 131 196 886)
Note 16: Parent Entity Disclosures
Financial Position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Financial Performance
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Country of
incorporation
AUS
AUS
AUS
AUS
Class of
shares
Ordinary
Ordinary
Ordinary
Ordinary
Ownership Interest
2022
2023
100%
100%
100%
100%
100%
100%
100%
100%
AUS
Ordinary
100%
AUS
Ordinary
100%
100%
AUS
Ordinary
100%
100%
2023
$
2022
$
2,974,902
30,124,156
33,099,058
3,053,545
40,755,743
43,809,288
42,949,298
4,279,226
47,228,524
14,666,438
16,402,886
31,069,324
(14,129,466)
12,739,964
135,037,704
1,763,263
(150,930,432)
(14,129,465)
134,904,504
3,069,655
(125,234,195)
12,739,964
(27,552,449)
(27,552,449)
(5,489,894)
-
(5,489,894)
49
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 16: Parent Entity Disclosures (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Guarantees
Vonex Ltd entered into a parental guarantee in the previous financial year for one of its subsidiaries in connection
with Wholesale Broadband services being acquired from NBN Co. The Guarantee remains in place.
Commitments for expenditure
Vonex Ltd has no commitments to acquire property, plant and equipment, and has no contingent liabilities (2022:
nil).
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in
note 1, except for the following:
-Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
-Investments in associates are accounted for at cost, less any impairment, in the parent entity.
-Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may
be an indicator of an impairment of the investment.
Note 17:
Plant and Equipment
Leasehold improvements
At cost
Accumulated depreciation
Plant and Equipment
At cost
Accumulated depreciation
Transfer between classes
Office & Computer equipment
At cost
Accumulated depreciation
Transfer between classes
Licenses & Development (inc. software)
At cost
Accumulated depreciation
Motor Vehicles
At cost
Accumulated depreciation
2023
$
2022
$
287,558
(44,132)
243,426
107,097
(28,497)
78,600
730,785
(177,492)
(36,214)
517,079
123,650
(83,682)
-
39,968
1,122,872
(714,720)
36,214
444,366
774,464
(538,455)
-
236,009
270,250
(262,685)
7,565
268,360
(258,527)
9,833
113,305
(61,271)
52,034
117,580
(46,426)
71,154
Total plant and equipment
1,264,470
435,564
50
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 17:
Plant and Equipment (continued)
Movements in Carrying Amounts
Movement in the carrying amounts for each class of plant and equipment between the beginning and the end
of the current financial year:
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Leasehold
Improvements
Plant &
Equipment
Office &
Computer
Licences &
Development
Motor
Vehicles
72,986
12,100
-
5,740
39,035
8,629
-
-
153,398
151,312
(8,275)
20,693
-
-
-
10,212
70,211
-
-
15,375
Total
335,630
172,041
(8,275)
52,020
(12,226)
(7,696)
(81,119)
(379)
(14,432)
(115,852)
78,600
39,968
236,009
9,833
71,154
435,564
Leasehold
Improvements
Plant &
Equipment
Office &
Computer
Licences &
Development
Motor
Vehicles
Total
78,600
39,968
236,009
9,833
71,154
435,564
-
11,654
168,807
(15,635)
243,426
(36,214)
10,222
633,127
36,214
281,339
(1,498)
32,353
-
-
-
197
(41,571)
303,412
(43,069)
1,890
37,099
873,276
(130,024)
(140,051)
(4,158)
(14,845)
(304,713)
517,079
444,366
7,565
52,034
1,264,470
Balance at 1 July 2021
Additions
Disposal / Write off
Additions via
acquistion
Depreciation
Carrying amount at 30
June 2022
Balance at 1 July 2022
Transfer between
classes
Additions
Disposal / Write off
Additions via
acquistion
Depreciation
Carrying amount at 30
June 2023
Note 18:
Right Of Use Assets
Leasehold improvements
Land and buildings – right of use
Accumulated depreciation
Plant and Equipment
Plant and equipment – right of use
Accumulated depreciation
2023
$
2022
$
2,531,548
(1,244,734)
1,286,814
1,462,747
(454,803)
1,007,944
241,675
(141,477)
100,198
251,659
(84,044)
167,615
1,387,012
1,175,559
The consolidated entity leases land and buildings for its offices under agreements of between one to four years
with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the
leases are renegotiated. The addition to right-of-use assets during the year were $788,903.
The consolidated entity leases equipment under agreements of less 4 years or less.
51
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note 19:
Provisions
CURRENT
Annual leave
Long service leave
NON-CURRENT
Long service leave
Make good
2023
2022
$
$
855,528
682,260
1,537,788
581,078
483,023
1,064,101
77,080
36,925
114,005
94,786
31,824
126,610
Provision for employee benefits represents amounts accrued for annual leave and long service leave.
Movements in Carrying Amounts
Carrying amount at the start of the year
Additional provisions recognised
Amounts used
2023
$
2022
$
1,190,711
1,361,743
(900,661)
642,873
844,801
(296,963)
Carrying amount at the end of the year
1,651,793
1,190,711
The current portion for this provision includes the total amount accrued for annual leave entitlements and the
amounts accrued for long service leave entitlements that have vested due to employees having completed the
required period of service. Based on past experience, the consolidated entity does not expect the full amount of
annual leave or long service leave balances classified as current liabilities to be settled within the next 12 months.
However, these amounts must be classified as current liabilities since the consolidated entity does not have an
unconditional right to defer the settlement of these amounts in the event employees wish to use their leave
entitlement.
The non-current portion for this provision pertains to amounts accrued for long service leave entitlements that have
not yet vested in relation to those employees who have not yet completed the required period of service.
Note 20: Trade and Other Payables
Trade payables
PAYG withholding
GST
Superannuation guarantee
Contingent consideration – Voiteck (i)
Deferred consideration – Voiteck
Deferred consideration – MNF
Contingent consideration – OTN (ii)
Other payables and accruals
Trade creditors are expected to be paid within agreed terms.
2023
$
2022
$
5,386,603
159,576
512,954
221,720
1,840,000
-
-
812,962
1,412,241
10,346,056
4,376,572
157,074
338,504
203,557
760,000
666,000
833,333
-
1,763,120
9,098,160
52
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
(i) Contingent consideration is measured at fair value at each reporting date with changes in fair value been
recognised in the profit and loss. The contingent consideration associated with the Voiteck acquisition is due
to be settled through both the issuance of ordinary shares in Vonex Limited and cash in accordance with the
Share Acquisition Agreement.
Opening Balance
Contingent consideration – Voiteck – At Acquisition (Note 34)
Change in Fair Value recognised in Profit & Loss
Closing Balance of Contingent consideration – Voiteck
2023
$
2022
$
758,754
-
1,081,246
1,840,000
-
758,754
-
758,754
(ii) Restricted consideration shares associated with the OntheNet acquisition have been issued but remain
restricted in accordance with the Share Acquisition Agreement and the Restriction Deed. They are contingent
upon customer related metrics in the 12 months period post completion date. Upon these metrics being met
this financial liability will be remeasued and classified as equity.
Contingent consideration – OTN – At Acquisition (Note 34)
Change in Fair Value recognised in Profit & Loss (Note 4)
Closing Balance of Deferred consideration – OTN
Note 21: Borrowings
CURRENT
Loan – Secured
Accrued interest expense
Capitalised borrowing costs
NON-CURRENT
Loan – Secured
Capitalised borrowing costs
2023
$
2022
$
2,032,406
(1,219,444)
812,962
-
-
-
2023
$
2022
$
22,000,000
98,630
(516,972)
21,581,658
2,000,000
56,110
(276,360)
1,779,750
-
-
-
12,500,000
(277,004)
12,222,996
53
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Tranche A
The loan is secured via a first ranking general security interest over the business.
The key terms of the secured loan for Tranche A are as follows:
Maturity:
15 August 2024
Repayments:
Interest only
Security:
First ranking General Security Interest
Key covenants:
Interest costs:
Net leverage cover, interest cover, debt service cover and minimum
cash at bank
The interest rate payable depends on the prevailing net debt / pro forma
Last Twelve Months (“LTM”) EBITDA.
Unused at the reporting date: Nil
Assets pledged as security
The loan is secured via a first ranking general security interest over the business.
Tranche B
The key terms of the secured loan for Tranche B are as follows:
Maturity:
15 August 2024
Principal repayments:
$500,000 per quarter commencing 15 December 2021
Principal repayments of $750,000 per quarter commencing 15 March
2023 however principal repayments were paused from the March 2023
Quarter onwards
Security:
First ranking General Security Interest
Key covenants:
Net leverage cover, interest cover, debt service cover and minimum
cash at bank
Interest costs:
The interest rate payable is fixed at 10%.
Unused at reporting date: Nil
Assets pledged as security
The loan is secured via a first ranking general security interest over the business.
.
54
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note 22: Lease Liability
CURRENT
Chattel mortgage leases
Lease liability
NON-CURRENT
Lease liability
Refer to Note 32 for further information on financial instruments.
Note 23: Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Amounst recognised in profit or loss:
Intangible assets
Deferred tax liability
Movements:
Opening balance
Charged/(credited) to profit or loss
Additions through business combinations (Note 34)
Closing balance
*Refer to Note 34 for detailed information on restatement of comparatives.
2023
2022
-
485,191
485,191
42,444
455,006
497,450
1,366,569
1,366,569
1,162,181
1,162,181
2023
$
2022
$
3,758,889
3,291,676
3,758,889
3,291,676
3,291,676
(564,000)
1,031,212
702,171
(418,175)
3,007,680
3,758,889
3,291,676
55
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note 24: Issued Capital
2023
2022
$
No.
$
No.
Fully paid ordinary shares
66,045,470
361,808,620
65,912,270
333,521,134
Movement in ordinary shares
Balance at 30 June 2021
$
50,442,160
No.
193,133,473
Issue price
$
Shares issued – placement
30/07/2021
2,475,226
22,502,051
Shares issued – share purchase plan
18/08/2021
1,999,985
18,181,485
Shares issued – placement
03/09/2021
9,524,775
86,588,857
Conversion of performance rights
Shares issued in settlement of employee
benefits and to settle trade creditors
Issue of shares to settle acquisition of Voiteck
Issue of shares to settle service provider
Capital raising costs
Balance at 30 June 2022
09/09/2021
1,260,500
5,490,000
19/10/2021
290,740
2,456,657
05/01/2022
13/01/2022
548,157
21,317
(650,590)
4,983,246
185,365
65,912,270
333,521,134
0.11
0.11
0.11
0.229
0.12
0.11
0.115
Issue of shares to settle a potion of the
Voiteck deferred consideration
Restricted Share issued – OnTheNet (Note 20)
14/11/2022
133,200
1,208,743
0.11
28/10/2022
-
27,098,743
Balance at 30 June 2023
66,045,470
361,828,620
56
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 24: Issued Capital (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a
poll each share shall have one vote.
At the shareholders meetings each ordinary share is entitled to one vote. The company does not have authorised
share capital and there is no par value for shares.
Capital Risk Management
The consolidated entity monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided
by total capital. Net debt is calculated as total borrowings (including ‘trade and other payables’ and ‘borrowings’
as shown in the statement of financial position) less ‘cash and cash equivalents’ as shown in the statement of
financial position. Total capital is calculated as ‘total equity’ as shown in the statement of financial position plus
net debt.
The gearing ratios at 30 June 2023 and 30 June 2022 are as follows:
Total borrowings (including trade and other payables)
Less: cash and cash equivalents
Net debt
Total equity
Total capital
Note 25: Reserves
Asset revaluation reserve
Options premium reserve
Share based payments reserve
Balance at the end of the year
Asset revaluation reserve
Balance at the beginning of the year
Balance at the end of the year
The reserve records revaluations of non-current assets.
2023
$
2022
$
31,927,714
(1,793,030)
30,134,684
(2,926,895)
27,207,789
23,100,906
(3,195,181)
19,905,725
19,205,704
39,111,429
2023
$
2022
$
18,506
1,211,000
549,820
1,779,326
18,506
3,067,212
-
3,085,718
2023
$
2022
$
18,506
18,506
18,506
18,506
57
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Note 25: Reserves (continued)
Options premium reserve
Balance at the beginning of the year
Options expired
Balance at the end of the year
Share-based payments reserve
Balance at the beginning of the year
Expense related to performance rights issued 20 December 2022
Conversion of performance rights to ordinary shares
Write-back related to performance rights issued 28 July 2017 (see note 33)
Balance at the end of the year
2023
$
2022
$
3,067,212
(1,856,212)
1,211,000
3,067,212
-
3,067,212
2023
$
2022
$
-
549,820
-
-
549,820
2,092,030
-
(1,260,500)
(831,530)
-
The reserve records the valuation of performance shares and performance rights issued to vendors (shares) and
key management personnel (rights).
Note 26: Contingent Liabilities and Contingent Assets
Contingent Liabilities
Contingent consideration payable for the acquisition of Voiteck Pty Ltd and On the Net. Refer to Note 34 for further
details.
The consolidated entity has given bank guarantees as at 30 June 2023 of $195,884 (2022: nil).
There are no other known contingent liabilities at reporting date.
Contingent Assets
There are contingent assets at reporting date of $500,000 (2022: $750,000).
Vonex Ltd may receive up to $500,000 in future years in relation to the disposal of its iron ore production royalties
derived from the Koolyanobbing Iron Ore Project.
- $500,000 cash payable upon five million dry metric tonnes of iron ore being produced and accounted for in
royalty invoices from M77/1258
The consolidated entity received $250,000 during the 2023 financial year.
58
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 27: Operating Segments
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Identification of reportable segments
The Consolidated entity has identified its operating segments based its service offerings, which represents retail
and wholesale services within the telecommunications industry. The three main operating segments are:
Retail: engaged in the sale of hardware and the full suite of telecommunication services including the provision of
data, internet, voice (including IP voice) and other services within Australia.
Wholesale: provides wholesale customers access to the core Vonex PBX, call termination services, NBN and 4G
mobile broadband at wholesale rates via a “white label” model.
Corporate: engaged in managing the corporate affairs of the Group, including capital-raising its headquarters
central functions as well as its risk management and self-insurance activities along with special development
projects such as the Oper8tor App.
Intercompany transactions: sales are made and receivables/payables recognised within the group which are
removed via adjustment.
Basis of accounting for purposes of report by operating segments
Unless stated otherwise, all amounts reported within the operating segments are by determined in accordance
with accounting standards adopted within the annual financial statements.
Segment assets and liabilities
Segment assets and liabilities have been identified based on where the direct relationship that exists in the
provision of services within the two main operating segments.
Unallocated items
Items of revenue, expense, assets and liabilities that are not allocated to operating segments if they are considered
part of the core operations of any segment.
59
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 27: Operating Segments (continued)
SEGMENT INFORMATION
The segment information provided to the Board of Directors for the reportable segments for the year ended 30
June 2023 and 30 June 2022 are as follows:
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Segment performance
External customer sales
Other revenues
Interest received
Total segment revenues
30 June 2023
Wholesale
$
17,091,039
33,433
189
Retail
$
33,713,595
182,548
4,638
Corporate
$
-
1,495,031
10
Intercompany
transactions
$
(5,350,626)
-
-
TOTAL
$
45,454,008
1,711,012
4,837
17,124,661
33,900,781
1,495,041
(5,350,626)
47,169,857
EBITDA
698,321
5,139,352
(4,298,672)
-
1,539,001
Depreciation and amortisation
Impairment charges
Interest Revenue
Finance costs
(196,367)
(752,409)
189
(20,953)
4,638
(63,848)
(2,120,431)
(19,461,347)
10
(2,308,716)
Segmented loss before income tax
expense
Income tax benefit
Segmented profit after income tax
expense
481,190
4,327,733
(28,189,156)
564,000
481,190
4,327,733
(27,625,156)
-
-
-
(3,069,207)
(19,461,347)
4,837
(2,393,517)
-
-
-
(23,380,233)
564,000
(22,816,233)
Segment assets
Total assets
Segment liabilities
Total Liabilities
4,797,547
6,113,370
28,267,052
(2,747,363)
36,430,606
36,430,606
4,091,906
8,555,465
29,457,493
(2,747,363)
39,357,501
39,357,501
60
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 27: Operating Segments (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Restated *
30 June 2022
Segment performance
External customer sales
Other revenues
Interest received
Total segment revenues
Wholesale
$
14,418,577
71,460
-
Retail
$
23,281,840
124,943
63
Corporate
$
-
516,168
288
Intercompany
transactions
$
(4,084,278)
-
-
TOTAL
$
33,616,139
712,571
351
14,490,037
23,406,846
516,456
(4,084,278)
34,329,061
EBITDA
822,822
5,434,875
(2,299,576)
-
3,958,121
Depreciation and amortisation
Impairment charges
Finance costs
(148,368)
-
(25,468)
(234,865)
-
(29,938)
(1,598,547)
(550,000)
(1,537,425)
Segmented loss before income tax
expense
Income tax benefit
Segmented profit after income tax
expense
648,986
5,170,072
(5,985,548)
-
-
418,175
648,986
5,170,072
(5,567,373)
(1,981,780)
(550,000)
(1,592,831)
(166,490)
418,175
251,685
Segment assets
Total assets
Segment liabilities
Total Liabilities
4,119,016
5,482,657
39,863,820
(1,016,865)
48,448,628
48,448,628
3,238,157
13,970,598
13,051,034
(1,016,865)
29,242,924
29,242,924
*Refer to Note 34 for detailed information on restatement of comparatives.
61
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 28: Cash Flow Information
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
2023
$
2022
$
(a) Reconciliation of cash flows from operations with loss after Income Tax
Profit/(Loss) after income tax
Adjustments for:
Depreciation and amortisation expense
Share based payments
Loss on disposal of assets/investments
Bad debts
Interest & Borrowing Costs
Amortisation of Formation Costs
Impairment expense
Fair Value Assessment of Contingent Liabilities
(22,816,233)
3,069,206
549,820
(9,642)
(1,271)
2,379,015
250
19,461,347
(151,199)
252,285
1,981,780
(809,030)
7,482
155,718
58,451
-
550,000
-
Change in operating assets and liabilities:
- trade and other receivables (current)
- other assets
- provisions
- trade and other payables
- deferred tax liability
Cash flow generated by/(used in) operating activities
Note 29:
Accumulated losses
Accumulated losses at beginning of financial year
Net profit/(loss) attributable to members of the company at end of financial
year
Retained earnings adjustment –transfer of options valuations which expired
in November 2022 & June 2023
Re-allocation of provisionally acquired intangible assets - Amortisation &
Deferred Tax expense
Accumulated losses at end of financial year
Note 30: Events after the Reporting Period
(1,469,295)
338,839
(175,060)
1,945,633
(564,000)
2,557,410
(1,264,443)
(558,834)
547,838
4,826,647
(418,775)
5,329,119
2023
$
(49,792,284)
2022
$
(50,043,969)
(22,816,233)
330,522
1,856,826
-
-
(70,751,691)
(78,837)
(49,792,284)
The company agreed with its debt funders to pause principal repayments on the loan facility, in order to allow a
stronger working capital position to be established. Principal repayments on the loan facility will recommence when
the company is better placed to do so without placing unnecessary pressure on the business. Accordingly,
subsequent to the end of the financial year, the company will commence paying a higher interest rate on the loan
facility. The company will continue cash-settling the existing interest obligations each month, with the additional
increased interest portion capitalised over the remaining period of the loan.
Apart from the disclosures made within this report, no other matter or circumstance has arisen since 30 June 2023
that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those
operations, or the consolidated entity's state of affairs in future financial years.
62
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 31: Related Party Transactions
Parent entity
The parent entity within the Group is Vonex Ltd.
Subsidiaries
Interests in subsidiaries are set out in note 15.
Key management personnel
Disclosures relating to key management personnel are set out in note 7.
Transactions with related parties
The following transactions occurred with related parties:
Services provided:
Company secretarial, corporate compliance, bookkeeping and accounting fees
from Minerva Corporate (director-related entity of Nicholas Ong & Daniel Smith)
Payments for legal fees from Bowen Buchbinder Vilensky (director-related entity
of David Vilensky)
2023
$
2022
$
55,683
54,000
89,996
172,124
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Current payables:
Trade payables to Minerva Corporate (director-related entity of Nicholas Ong &
Daniel Smith)
2023
$
2022
$
2,000
14,850
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 32: Financial Instruments
The consolidated entity’s financial instruments consist mainly of deposits with banks, short term investments and
accounts receivable and payable, loans to and from related parties and commercial loans. The main risks the
consolidated entity is exposed to through its financial instruments are interest rate risk, credit risk, liquidity risk,
price risk and foreign exchange risk.
(a) Interest rate risk
The consolidated entity’s exposure to interest rate risk, which is the risk that a financial instrument will fluctuate
as a result of changes in market interest rates and effective average interest rates on those financial assets and
liabilities.
The majority of cash at bank held by the consolidated entity is in deposit accounts with one of the four large
Australian Banks. Considering the amount of surplus working capital cash held by the consolidated entity during
the last 12 months in these deposit accounts, the Board believes this was the most appropriate to ensure an
adequate return being received on funds held.
There are inter-company loans in place within the consolidated entity and these facilities currently attract no
exposure to interest rate risk.
The consolidated entity continues to manage its interest rate risk through a constant monitoring of interest rates,
budgets and cash flows.
63
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 32: Financial Instruments (continued)
The consolidated entity's bank loans outstanding, totalling $21,581,658 (2022: $14,002,745), are principal (until
March 2023) and interest payment loans. Until March 2023, quarterly cash outlays of approximately $500,000
(2022: $500,000) per month were required to service the principal payments, with interest paid monthly.
An official increase/decrease in interest rates of 100 (2022: 100) basis points would have an adverse/favourable
effect on profit before tax of $215,817 (2022: $140,027) per annum. The percentage change is based on the
recent RBA commentary that the recent cycle of interest rate rises is likely coming to an end. In addition, whilst
no minimum principal repayments (2022: $2,000,000) are due during the year ending 30 June 2024, the loan is
due to mature during the financial year ending 30 June 2025 (Maturity date: August 2024).
Weighted
Average
Interest Rate
%
Floating
Interest Rate
$
Fixed
Interest Rate
Within 1 Year
$
Fixed
Interest Rate
Within 1-5
Years
$
Non-
Interest
Bearing
$
Total
$
0.02
1,790,876
-
-
1,790,876
2,154
3,306,042
3,308,196
1,793,030
3,306,042
5,099,072
0.10
21,581,658
21,581,658
10,346,056
-
-
10,346,056
10,346,056
21,581,658
31,927,714
1,790,876
(21,581,658)
-
(7,037,860)
(26,828,642)
Weighted
Average
Interest Rate
%
Floating
Interest Rate
$
Fixed
Interest Rate
Within 1 Year
$
Fixed
Interest Rate
Within 1-5
Years
$
Non-
Interest
Bearing
$
Total
$
0.03
-
3,193,627
-
3,193,627
-
0.10
-
-
-
3,193,627
-
-
-
-
-
-
-
-
-
-
1,554
2,943,008
2,944,562
3,195,181
2,943,008
6,138,189
-
14,002,745
14,002,745
9,098,160
-
9,098,160
9,098,160
14,002,745
23,100,905
(14,002,745)
(6,153,598)
(16,962,716)
2023
Financial Assets:
Cash
Receivables
Total financial assets
Financial Liabilities:
Payables
Borrowings
Total financial liabilities
Net financial
assets/liabilities
2022
Financial Assets:
Cash
Receivables
Total financial assets
Financial Liabilities:
Payables
Borrowings
Total financial liabilities
Net financial
assets/liabilities
Sensitivity Analysis
The effect on profit and equity as a result of changes in interest rates on net financial assets is immaterial.
64
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 32: Financial Instruments (continued)
(b) Credit Risk
Credit risk related to balances with banks and other financial institutions is managed by the board of directors in
accordance with approved Board policy. Such policy requires that surplus funds are only invested with
counterparties with a Standard & Poor’s rating of at least AA-. The following table provides information regarding
the credit risk relating to cash and money market securities based on Standard & Poor’s counterparty credit
ratings.
Cash and cash equivalents
— AA Rated
Note
2023
$
2022
$
10
1,793,030
3,195,181
The maximum exposure to credit risk is the carrying amount as disclosed in the consolidated statement of financial
position and notes to the financial statements.
The consolidated entity’s assets have been pledged to secure borrowings and guarantees are in place for certain
borrowings and supplier agreements. All repayment obligations are up to date and within terms of the individual
agreements in place at balance date.
Trade and other receivables are disclosed at Note 11 and appropriate provisions for doubtful debts have been
made. Carrying value approximates fair value at 30 June 2023.
(c) Net Fair Values
The net fair value of financial assets and liabilities of the consolidated entity approximated their carrying amount.
The consolidated entity has no financial assets and liabilities where the carrying amount exceeds the net fair
value at reporting date. The aggregate net fair values and carrying amounts of financial assets and financial
liabilities are disclosed in the statement of financial position and notes to the financial statements.
(d) Liquidity Risk
Liquidity risk arises from the possibility that the consolidated entity might encounter difficulty in settling its debts
or otherwise meeting its obligations related to financial liabilities. The consolidated entity manages this risk
through the following mechanisms:
- preparing forward looking cash flow analysis in relation to its operational, investing and financing activities
- obtaining funding from a variety of sources
- maintaining a reputable credit profile
- managing credit risk related to financial assets
- investing only in surplus cash with major financial institutions
- comparing the maturity profile of financial liabilities with the realisation profile of financial assets
The consolidated entity does have indications of an exposure in terms of financial liabilities and illiquid financial
assets that may lead to it experiencing difficulty at times to settle its debts or otherwise meet its obligations related
to financial liabilities. Whilst there are indications as to whether the company will realise its assets and extinguish
its liabilities in the normal course of business and at the amounts stated in the financial report, the Directors
believe that there are reasonable grounds to believe that the Group will be able to continue to manage liquidity
risk, after consideration of the following factors:
- The Directors expect the Consolidated Entity’s Retail and Wholesale segments will continue to trade profitably;
- Despite the net current liability position of $28,233,108, which is predominantly made up of trade payables and
borrowings, the consolidated entity’s suppliers and debt financier remain supportive of the business, including
the provision of extended payment terms and payment plans, and in the case of borrowings, conversations
have included the likely need to extend the maturity date of the debt; and
- The consolidated entity has the ability to raise capital through the issue of equity
65
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 32: Financial Instruments (continued)
The financial asset and financial liability maturity analysis are as follows:
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Within 1 Year
1 to 5
Years
Over 5
Years
Total
2023
$
2022
$
2023
$
2022
$
2023
$
2022
$
2023
$
2022
$
Financial liabilities
Payables
Borrowings
Lease Liability
10,346,056 9,098,160
21,581,658
1,779,750
-
-
-
12,222,996
485,191
497,450
1,366,569
1,162,181
Total expected outflows
32,412,905 11,375,360
1,366,569
13,385,177
Financial assets
Cash and cash
equivalents
Receivables
Total anticipated inflows
Net inflow / (outflow) on
financial instruments
1,793,030
3,195,181
3,306,042 2,943,008
5,099,072
6,138,189
-
-
-
-
-
-
(27,313,833) (5,237,171) (1,366,569)
(13,385,177)
-
-
-
-
-
-
-
-
- 10,346,056
9,098,160
- 21,581,658 14,002,746
-
1,851,760
1,659,631
- 33,779,474 24,760,537
-
-
-
1,793,030
3,195,181
3,306,042
2,943,008
5,099,072
6,138,189
- (28,680,402) (18,622,348)
Note 33: Share Based Payments
The total expense arising from share based payment transactions recognised during the year in relation to the
performance rights, performance shares and options issued was:
Share Based Payment Expense
Forfeiture of Performance Rights Valuation – 28 July 2017
Shares issued to employee
Forfeiture of Performance Rights Key Management Personnel – 28 July 2017
Performance Rights – Key Management Personnel – 20 December 2022
Total Share Based Payment Expense
2023
$
-
-
-
549,820
549,820
2022
$
(756,590)
22,500
(74,940)
-
(809,030)
Movement in share rights and performance shares during the period
Balance at beginning of period
Issued during the Year
Vested during the period
Balance at end of period
Performance rights granted during the period:
Total performance rights granted during the period was 8,000,000 (2022: $nil).
Number of
performance
rights
-
8,000,000
-
8,000,000
66
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 33: Share Based Payments (continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
On 30 November 2022, 8,000,000 performance rights were issued to Director (Matthew Fahey) following shareholder
approval and valued using the Hoadley's Barrier1 valuation model. Fair value of performance rights granted was
$549,820.
The performance rights were valued using the Hoadley's Barrier1 valuation model as follows:
Number
Issued
Grant Date
Exercise
Price
Share
price
on
grant
date
$0.079 $0.00
Barrier
Price
(15
day
VWAP)
$0.10
Expiry Date Expected
Future
Volatility
Risk
Free
Rate
Dividend
Yield
Value
per
right
Valuation
20/12/2025
75%
3.17% Nil
$0.0734 $146,740
30/11/2022
30/11/2022
$0.079 $0.00
$0.12
20/12/2025
75%
3.17% Nil
$0.0692 $207,450
30/11/2022
$0.079 $0.00
$0.14
20/12/2025
75%
3.17% Nil
$0.0652 $195,630
Tranche 1
-
2,000,000
Tranche 2
-
3,000,000
Tranche 3
-
3,000,000
As at reporting date the company had 8,000,000 performance rights on issue.
Fair value of performance rights $549,820
Options granted during the period
No options were granted during the period.
The total options on issue at 30 June 2023 are as follows:
Grant date
07/06/18 (i)
30/11/17
(iI)
05/06/2019
05/06/2019
27/11/2020
Expiry
date
07/06/23
30/11/22
30/11/22
30/11/22
01/12/23
Exercise
Price
$0.30
$0.20
$0.20
$0.20
$0.37
Balance at the
start of the
year
14,500,000
14,719,731
3,215,060
1,800,000
10,000,000
44,234,791
Granted Exercised
-
-
-
-
-
-
-
-
-
-
-
-
Expired/
forfeited
(14,500,000)
(14,719,731)
(3,215,060)
(1,800,000)
-
(34,234,791)
Balance at the
end of year
-
-
-
-
10,000,000
10,000,000
Weighted average exercise price: $0.37
The weighted average remaining contractual life of options outstanding was 0.5 years
67
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 34: Business Combinations
Voiteck Pty Ltd
On 4 January 2022, Vonex Ltd acquired the business of Voiteck Pty Ltd (‘Voiteck’). Voiteck is an Adelaide, SA
based business providing voice and internet services to small to medium enterprise (SME) customers. The
intangible assets of $1,858,842 and goodwill of $2,590,837 launches Vonex into a new geographic region
providing a branded physical presence from which the combined group can pursue growth in the SA market. The
purchase price allocation was recalculated during the reporting period and the comparative balances restated
(see below). The purchase price allocation was recalculated during the period and the comparative balances
restated (see below). The recalculation of the acquisition gave rise to a deferred tax liability of $490,209 in respect
of this acquisition. The customer contracts and developed software are being amortised on a straight-line basis
over 9 and 5 years respectively.
The values identified in relation to the acquisition of Voiteck Pty Ltd are final as at 30 June 2023.
Details of the acquisition are as follows:
Cash
Receivables
Other assets
Property, plant and equipment
Intangible assets - Customer contracts
Intangible assets - Developed software
Other payables
Employee benefits
Deferred tax liability
Net assets acquired
Intangible assets - Goodwill
Acquisition-date fair value of the total consideration transferred
Representing:
Cash paid to vendor
Shares issued to vendor
Contingent consideration (note 20)
Acquisition costs capitalised
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: cash acquired
Net cash used
Fair value
$
147,288
442,154
52,028
33,741
1,696,879
161,963
(510,483)
(122,358)
(490,209)
1,411,003
2,590,837
4,001,840
2,561,732
681,354
758,754
4,001,840
2,561,732
(147,288)
2,414,444
68
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 34:
Business Combinations (Continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Measurement period adjustment and comparative information restatement
The company was able to finalise its assessment of the assets and liabilities obtained upon the acquisition of Voiteck
on 4 January 2022 which included provisionally recognised as intangible assets as at 30 June 2022. This balance
is related to future revenue in the customer contracts acquired and developed software. This restatement within the
statement of financial position as at 30 June 2022 has a resulted in an increase in intangible assets, an increase in
deferred tax liability, and an increase to accumulated losses.
Extracts (being only those line items affected) are disclosed below.
Extract
Non-current Assets
Intangible assets
Total non-current assets
Total assets
Non-current liabilities
Deferred tax liability
Total non-current liabilities
Total liabilities
Net assets
Equity
Accumulated losses
Total Equity
2022
$
Reported
Adjustment
2022
$
Restated
39,039,501
41,158,334
383,135
383,135
39,422,636
41,541,469
48,065,493
383,135
48,448,628
2,829,704
16,341,491
461,972
461,972
3,291,676
16,803,463
28,780,952
461,972
29,242,924
19,284,541
(78,837)
19,205,704
(49,713,447)
(78,837)
(49,792,284)
19,284,541
(78,837)
19,205,704
69
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 34:
Business Combinations (Continued)
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
Network Technology (Aust) Pty Ltd
On 27 October 2022, Vonex Ltd acquired the business of Network Technology (Aust) Pty Ltd trading as OntheNet
(‘OntheNet’). OntheNet provides data network, voice and hosting/colocation services primarily to business
customers across Australia. It also brings ownership of its fully redundant core network, peering at major
Australian Internet Exchange Points (IXPs) and a Tier 3 Data Centre located on the Gold Coast. The intangible
assets of $9,493,002 launches Vonex into a new geographic region within Australia and significantly expands
the Company’s data network capabilities and introduces new product offerings in colocation and hosting.
The acquired business contributed revenues of $9,578,226 and profit after tax of $656,914 to the consolidated
entity for the period from 1 November 2022 to 30 June 2023. If the acquisition occurred on 1 July 2022, the full
year contributions may have been revenues of $15,603,221 and profit after tax of $1,972,835.
The fair values of OntheNet business assets and liabilities have been measured provisionally. The initial accounting
for this business combination is incomplete at 30 June 2023 as management is waiting on third party experts to
finalise the fair value of assets and liabilities acquired. If new information is obtained within one year of the date of
acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the
amounts above, the accounting for the acquisition will be revised.
Details of the acquisition are as follows:
Cash
Trade and other receivables
Prepayments
Other assets
Property, plant and equipment
Right of use assets
Intangible assets - Customer contracts
Intangible Assets – Provisionally Acquired
Trade and other payables
Lease Liability
Provisions
Deferred tax liability
Acquisition-date fair value of the total consideration transferred
Representing:
Cash paid to vendor
Shares issued to vendor – contingent consideration (note 20)
Total Consideration
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: cash acquired
Net cash used
Fair value
$
2,167,579
174,611
466,475
332,943
873,276
240,035
4,128,712
5,234,252
(1,469,977)
(240,035)
(664,253)
(1,031,212)
10,212,406
8,180,000
2,032,406
10,212,406
8,180,000
(2,167,579)
6,012,421
70
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
Note 35: Non-cash investing and financing activities
Additions to the right-of-use assets
Additions to the right-of-use assets through Acquisitions
Leasehold improvements – lease make good
Shares issued is part of employee benefits
Note 36: Changes in liabilities arising from financing activities
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
2023
$
788,903
240,035
(5,101)
-
1,023,837
2022
$
736,555
-
(20,810)
22,500
738,245
Loans Lease liability
$
995,328
(312,334)
1,148,364
(171,728)
-
$
-
14,002,746
-
-
-
Total
$
995,328
13,690,412
1,148,364
(171,728)
-
14,002,746
1,659,630
15,662,376
7,542,521
395,739
652
(360,000)
-
-
-
(635,451)
-
-
-
240,035
754,150
(166,605)
6,907,070
395,739
652
(360,000)
240,035
754,150
(166,605)
21,581,658
1,851,759
23,433,417
Balance at 1 July 2021
Net cash used in financing activities
Acquisition of leases
Cessation of leases
Other
Balance at 30 June 2022
Net cash used in financing activities
NonCash Amort of Borrow Costs
NonCash Reclass to Prepayments
Payment of Borrowing Costs
Acquisition of leases
New Leases
NonCash Rent Abatement Adjustments
Balance at 30 June 2023
Note 37: Commitments
The Group has no commitments. (2022: nil).
Note 38: Company Details
The registered office is:
- Level 6, 303 Coronation Drive, Milton, Qld, 4064
The principal place of business is:
-
Level 6, 303 Coronation Drvie, Milton, QLD, 4064
71
DIRECTORS’ DECLARATION
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
In the directors’ opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting
Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial
position as at 30 June 2023 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act
2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Stephe Wilks
Chairman
31 August 2023
72
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF VONEX LIMITED
Opinion
We have audited the financial report of Vonex Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2023, the consolidated statement of profit
or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including 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 30 June 2023 and of its financial
performance for the year then ended; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (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.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 in the financial report, which indicates that the Group has incurred a net loss of
$22,816,233 during the year ended 30 June 2023 and, as of that date, the Group's current liabilities exceeded its
current assets by $28,223,108. As stated in Note 1, this condition, along with other matters as set forth in Note 1,
indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
73
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
Intangible Assets
Refer to Note 14 in the financial statements
The Group is required to perform an annual
impairment test on the recoverability of the Group’s
goodwill by using a value-in-use model. In addition,
the Group is required to assess whether indicators
of impairment are present in relation to the Group’s
other intangible assets.
For the year ended 30 June 2023, the Group
recognised an impairment expense of $19,461,347
its goodwill across three Cash
to
in relation
Generating Units (CGU’s).
We determined this to be a key audit matter due to
the size of the balance and because management
judgement is involved in:
‐
‐
‐
preparing a value-in-use model of the cash
generating unit (CGU) which requires estimates
of the future underlying cash flows of the CGU
and the discount rate applied;
assessing whether indicators of impairment are
present
the Group’s other
to
relation
in
intangible assets; and
determining the impairment expense to be
recognised, if required.
How our audit addressed this matter
Our audit procedures in relation to goodwill include:
Assessing management’s determination of
the
CGU;
Assessing the valuation methodology of the value-
in-use model;
Checking the mathematical accuracy of the model;
key
Challenging
reasonableness
the
assumptions used in the model;
of
Reviewing sensitivity analysis over
the key
assumptions used in the model;
Reviewing the adequacy and accuracy of the
relevant disclosures in the financial statements; and
Assessing the appropriateness of the impairment
expense against the goodwill balance.
Our audit procedures in relation to the other intangible
assets included:
Critically evaluating management’s assessment of
whether impairment indicators were present at 30
June 2023;
Assessing management’s determination of
the
useful life of the intangible assets; and
Checking
the mathematical accuracy of
amortisation expense of the intangible assets.
the
Business Combination - Acquisition of Network Technology (Aust) Pty Ltd
Refer to Note 34 in the financial statements
The Group acquired the business of Network
Technology (Aust) on 27 October 2022.
Our audit procedures included:
transaction was
The
treated as a business
combination in accordance with AASB 3 Business
Combinations. The provisional purchase price
allocation has resulted in intangible assets of
$9,362,964 being recognised.
Obtaining
the purchase agreement and other
associated documents to obtain an understanding
of the transaction and the related accounting
considerations;
Determination that the acquisition met the definition
of a business in accordance with Accounting
Standards;
This was considered a key audit matter because the
accounting for the transaction is complex and
involves significant judgments. These include the
recognition and valuation of consideration paid and
the determination of the fair value of the assets
acquired and liabilities assumed.
Assessing management’s determination of
the
acquisition date, fair value of consideration paid,
assets acquired and liabilities assumed; and
Assessing the appropriateness of disclosures in the
financial statements.
74
Other Information
The directors are responsible for the other information. The other information comprises the directors’ report 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 accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of 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 have no realistic
alternative but to do so.
Auditor's responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This
description forms part of our auditor's report.
75
Report on the Remuneration Report
Opinion on the remuneration report
We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2023.
In our opinion, the Remuneration Report of Vonex Limited, for the year ended 30 June 2023, 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.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 31 August 2023
JAMES KOMNINOS
Partner
76
ADDITIONAL INFORMATION
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
SHAREHOLDER INFORMATION (as at 18 September 2023)
(i) Number of shareholders: 2,710
(ii) Ordinary shares issued: 361,828,620
(iii) Distribution schedule of holdings of ordinary shares is set out below
Category (size of holding)
Holders
Total Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Total
VOTING RIGHTS
Ordinary Shares
197
546
511
1,092
364
2,710
52,836
1,912,040
4,024,635
38,804,823
317,034,286
361,828,620
Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting
or by proxy has one vote on a show of hands.
Options & Performance Rights
There are no voting rights attached to any class of options or performance rights that are on issue.
SUBSTANTIAL SHAREHOLDERS
As at 18 September 2023, shareholders with a relevant interest in 5% or more of the Company’s securities are
set out below:
Holder
2SG Investments Pty Ltd
BNP Paribas Noms Pty Ltd
% Interest
Total Units
7.40
5.69
26,760,756
20,571,120
77
ADDITIONAL INFORMATION
VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
TOP 20 HOLDERS OF ORDINARY FULLY PAID SHARES (as at 18 September 2023)
Rank
Name
Units
% Units
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
2SG Investments Pty Ltd
BNP Paribas Noms Pty Ltd
Citicorp Nominees Pty Limited
12223 Pty Ltd
Jag Capital Invest Pty Ltd
Finance West Pty Ltd
Mr Robert Farago
Mr Tak Kuen Woo
Skua Investments Pty Ltd
Mr Matthew Brian Michael Fahey
Mr Paul Richard Pyyvaara
Bnp Paribas Nominees Pty Ltd
Earglow Pty Limited
Mr Brett Holterman
Jpob Investments Pty Ltd
J P Morgan Nominees Australia Pty Limited
Mr Anthony George Griffiths
Plsm Holdings Pty Ltd
Hsbc Custody Nominees (Australia) Limited
Pula Holdings Pty Ltd
26,760,756
20,571,120
15,449,226
14,670,268
12,400,000
10,532,430
7,099,418
7,099,418
6,500,246
5,633,698
4,548,887
4,286,361
4,000,000
3,962,351
3,954,579
3,846,534
3,712,733
3,650,000
3,302,604
3,072,727
7.40
5.69
4.27
4.05
3.43
2.91
1.96
1.96
1.80
1.56
1.26
1.18
1.11
1.10
1.09
1.06
1.03
1.01
0.91
0.85
Totals: Top 20 Holders of Ordinary Fully Paid Shares
Total Remaining Holders Balance
Total Shares on Issue
165,053,356
196,775,264
361,828,620
45.62
54.38
100.00
UNQUOTED SECURITIES
As at 18 September 2023, the classes of unquoted securities currently on issue are set out below:
Class
Performance Rights expiring 20/12/25
Options exercisable at 37c expiring 30/11/2023
Total Units
8,000,000
10,000,000
UNQUOTED SECURITIES HOLDERS WITH GREATER THAN 20% OF AN INDIVIDUAL CLASS
As at 18 September 2023, the following classes of unquoted securities had holders with greater than 20% of that
class on issue is set out below.:
Class
Performance Rights expiring 20/12/25
- Mr Matthew Brian Michael Fahey
Options exercisable at 37c expiring 30/11/2023
- Mr Matthew Brian Michael Fahey
- Qupit Pty Ltd
% Interest
100%
30%
25%
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VONEX LIMITED
FOR THE YEAR ENDED 30 JUNE 2023
ADDITIONAL INFORMATION
ON-MARKET BUYBACK
As at 18 September 2023, there is no on-market buy-back of the Company’s securities.
SECURITIES SUBJECT TO ESCROW
As at 18 September 2023, securities currently subject to escrow are set out below:
Class
Ordinary fully paid shares escrowed until 04/01/2024
Ordinary fully paid shares escrowed until 26/10/2023
Ordinary fully paid shares escrowed until 14/11/2023
Ordinary fully paid shares escrowed until 14/11/2024
Total
CORPORATE GOVERNANCE
Total Units
1,793,968
27,098,743
604,372
218,602
29,715,685
Pursuant to the ASX Listing Rules, the Company’s Corporate Governance Statement will be released in
conjunction with this report. The Company’s Corporate Governance Statement is available on the Company’s
website at: https://investors.vonex.com.au/corporate-governance/
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