Vonex Limited
ABN 39 063 074 635
Financial Statements
For the Year Ended 30 June 2024
Vonex Limited
ABN 39 063 074 635
Contents
For the Year Ended 30 June 2024
Page
Financial Statements
Corporate Directory
1
Directors' Report
2
Auditor's Independence Declaration under Section 307C of the Corporations Act 2001
16
Statement of Profit or Loss and Other Comprehensive Income
17
Statement of Financial Position
18
Statement of Changes in Equity
19
Statement of Cash Flows
20
Notes to the Financial Statements
21
Consolidated Entiry Disclosure Statement
66
Directors' Declaration
67
Independent Audit Report
68
Vonex Limited
Corporate Directory
30 June 2024
Directors
Stephe Wilks (Non-Exec. Chair)
Brent Paddon (Non-Exec. Director)
Jason Gomersall (Non-Exec. Director)
Company Secretary
Mike Stabb
Registered Office
Level 6, 303 Coronation Drive
Milton QLD 4064
Tel: 1800 828 668
Fax: 1300 997 999
Principal place of business
Level 6, 303 Coronation Drive
Milton QLD 4064
Tel: 1800 828 668
Fax: 1300 997 999
Share register
Computershare Investor Services Pty Limited
Level 11, 172 Georges Terrace
Perth WA 6000
Tel: +61 8 9393 2000
Fax +61 8 9323 2033
Auditor
RSM Australia Partners
Level 32, Exchange Tower
2 The Esplanade
Perth WA 6000
Solicitors
McCullough Robertson
Level 11/66 Eagle St
Brisbane QLD 4000
Bankers
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
1
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
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 financial year ended 30 June 2024.
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:
Names
Position
Mr Stephe Wilks
Non-Executive Chair
Mr Jason Gomersall
Non-Executive Director
Mr Brent Paddon
Non-Executive Director
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
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. Our wholesale
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.
Dividends
There were no dividends declared or paid by the Company during the year and no dividend is recommended (2023: Nil)
Review of operations
The Vonex journey in the past 12 months has been positive despite some significant challenges along the way, including
some negative sentiment as a result of difficulties in completing long outstanding migration of customers from prior
acquisitions.
Despite this, the Company has built on its operational strengths and capabilities, improving customer experience,
employee capability and quality of work. This, paired with improving the financial stability and performance of the
Company, can be seen in the delivery of increased operational profit and cash flow.
The Company continues to focus on cost reduction, removing any duplication in vendor costs and discovering better
outcomes for the business where available. The Company has seen a right sizing of the business with a reduction of 27%
in staff numbers. This was predominately achieved through natural attrition and the closure of a legacy offshore call
centre brought in with a prior acquisition. These efforts, in conjunction with an extended and improved debt facility, have
paved the path to a successful completion of the financial year. The Company has maintained consistent double digit
EBITDA margins, an increase in cash, and a reduction in creditors.
During the financial year Vonex worked diligently to progress and deliver better customer tools, resources and outcomes,
to enhance overall service delivery and customer satisfaction. This year saw the launch of the Link2.0 platform, which
offered our channel partners autonomy in adds, moves and changes for our vPBX products. The Company has expanded
its national data network, insourcing previously outsourced engineering services. The first stage of the NBN network
insource project has also been completed, which along with future stages of this project, will bring in direct control and
overall improvement in NBN economics.
2
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
Review of operations (Continued)
The market remains very competitive, however Vonex is sustaining is brand and position. This is assisted by
developments in Vonex’s voice platform, which includes the ability for our Channel Partners to manage their customers
directly in real time via new tools. This not only reduces impact on the Company’s call centre but reduces implementation
time and gives Channel Partners better control of their customer’s services.
Many parties have been integral to our success this year and we thank our loyal customers, partners and suppliers for
their continuing support. We are also very appreciative of the Vonex team, who continue to passionately and
enthusiastically support our customers and the Company.
Significant changes in state of affairs
There have been no significant changes in the state of affairs of the consolidated entity during the reporting period.
Events after the reporting date
There are no matters or circumstances that has arisen since 30 June 2024 that have or may significantly affect the
operations, results, or state of affairs of the consolidated entity in the future financial periods.
Likely developments and expected results of operations
As announced on 25 June 2024, Vonex entered a scheme implementation deed with Maxo Telecommunications Pty Ltd
for the acquisition of 100% of Vonex’s issued capital by way of a Court-approved scheme of arrangement. The scheme is
expected to be implemented around October 2024, subject to Vonex shareholder approval, Court approval, and other
relevant conditions being satisfied.
The Company is predicting modest but sustainable revenue growth, as the market remains highly competitive. There will
be a continued focus on cashflow and cost efficiencies, leaving no stone unturned in seeking better outcomes for the
business.
Operationally, the Company will continue to develop and deliver better tools and enhanced service delivery for our
customers. The Vonex NBN network insource project will continue to progress alongside other data product
enhancements. Link 2.0 will continue to be developed to encompass our Wholesale partners who utilise our vPBX
product, as well as a further version for approved direct customers. Vonex is also actively investigating AI enhanced
product opportunities for the coming financial year.
3
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
Information on directors
Stephe Wilks
Non-Executive Chair
Qualifications, experience
and expertise
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.
Interest in Shares and
Performance Rights
5,065,602 Performance Rights
Other current directorships
Non-Executive Director of Bluglass Limited
Special Responsibilities
Member of the Audit & Risk Committee
Directorships held in other
listed entities during the
three years prior to the
current year
Non-Executive Director of 1st Group Limited, Non-Executive Chair of Over the
Wire Holdings Limited
Jason Gomersall
Non-Executive Director
Qualifications, experience
and expertise
Interest in Shares and
Performance Rights
16,354,579 Shares
Special Responsibilities
Chair of the Audit & Risk Committee
Brent Paddon
Non-Executive Director
Qualifications, experience
and expertise
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.
Interest in Shares and
Performance Rights
450,000 Shares and 2,170,971 Performance Rights
Special Responsibilities
Member of Audit & Risk Committee
Directorships held in other
listed entities during the
three years prior to the
current year
Non-Executive Director of Over the Wire Holdings Limited
Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
4
Mr Gomersall is a former Director of 2SG Wholesale and is the Founder, former
CEO and current Executive Director of iSeek Pty Ltd. 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.
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
Information on directors (Continued)
'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
The following person held the position of Company secretary at the end of the financial year:
Mike Stabb 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 been the company secretary
since 2023. Prior to this role, Mike Stabb 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).
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 2024, and the number of meetings attended by each director were:
Full Board
Audit and Risk Committee
Attended
Held
Attended
Held
Mr Stephe Wilks
13
13
3
3
Mr Jason Gomersall
11
13
3
3
Mr Brent Paddon
13
13
2
3
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
5
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
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.
Shared-based compensation
E.
Equity instruments issued on exercise of remuneration options
F.
Value of options to Directors
G.
Equity instruments diclosures 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 follow:
Mr Stephe Wilks - Non-Executive Chair
Mr Jason Gomersall - Non-Executive Directorr
Mr Brent Paddon - Non-Executive Director
Mr Ian Porter - Chief Executive Officer
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 2023 Annual General Meeting
At the 2023 AGM, 90.72% of the votes received supported the adoption of the remuneration report for the year ended 30
June 2023. 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 consultant.
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.
6
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
B. Remuneration Structure (Continued)
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
32.
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 $00,000 per annum as per
Section 1 of the Company’s constitution and may be varied by ordinary resolution of the shareholders in general
meeting.
C. Details of remuneration for the year ended30 June 2024
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:
Short term
Post
employment
benefits
Share based
payments
2024
Salary & Fees
$
Cash bonus
$
Long Service
Leave
$
Superannuation
$
Performance
Rights/Options
$
Total
$
Percentage of
remuneration
consisting of
performance
rights/options
for the year
$
Directors and
Executives
Mr Gomersall
60,000
-
-
6,600
-
66,600
-
Mr Wilks
120,000
-
-
13,200
16,318
149,518
11%
Mr Paddon
60,000
-
-
6,600
6,993
73,593
10%
Mr Porter
150,000
-
-
16,500
23,311
189,811
12%
Total
390,000
-
-
42,900
46,622
479,522
10%
7
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
C. Details of remuneration for the year ended (Continued) 30 June 2024
Short term
Post
employment
benefits
Share based
payments
2023
Salary & Fees
$
Cash Bonus
$
Long Service
Leave
$
Superannuation
$
Performance
Rights/Options
$
Total
$
$
Directors and
Executives
Mr Fahey*
407,572
-
-
38,061
549,820
995,453
55%
Mr Ong**
46,581
-
-
6,691
-
53,272
-
Mr Vilensky***
42,500
-
-
5,963
-
48,463
-
Ms Hadad****
25,000
-
-
4,125
-
29,125
-
Mr Gomersall
60,000
-
-
6,225
-
66,225
-
Mr Wilks
80,000
-
-
8,400
-
88,400
-
Mr Paddon
40,645
-
-
4,793
-
45,438
-
Mr Porter
15,577
-
-
1,636
-
17,213
-
717,875
-
-
75,894
549,820
1,343,589
41%
* Resigned 23 May 2023 ** Resigned 17 March 2023 ***Resigned 17 March 2023 **** Resigned 30 November 2022
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Fixed
2024
%
2023
%
At risk - LTI **
2024
%
2023
%
Directors and Executives
Mr Fahey
-
45.00
-
55.00
Mr Ong
-
100.00
-
-
Mr Vilensky
-
100.00
-
-
Ms Hadad
-
100.00
-
-
Mr Gomersall
100.00
100.00
-
-
Mr Wilks
89.00
100.00
11.00
-
Mr Paddon
90.00
100.00
10.00
-
Mr Porter
88.00
100.00
12.00
-
*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.
8
Percentage of
remuneration
consisting of
performance
rights/options
for the year
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
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
32. There are no termination or retirement benefits for non-executive directors (other than statutory superannuation).
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.
D. Share-based Compensation
Short term and long term incentives
On 11 December 2023, Mr Porter 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.
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 32 for further details in respect to the options granted.
E. Equity Instrument 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 (2023: Nil).
F. Value of options and Performance Rights to Directors and Executives
Options - Directors & Executives
No options were issued to directors during the year.
9
Grant Date
Number
Issued
Expiry Date
Share
Price
on
Grant
Date
Exercise
price
Barrier
Price
(15 day
VWAP)
Expected
Future
Volatility
Risk
Free
Rate
Dividend
Yield
Value
per
Right
Valuation
11 December
2023
Tranche - 1
- 4,824,381
11
December
2026
$0.021
$0.00
$0.04
90%
4.22%
Nil $0.0178
85,874
11 December
2023
Tranche - 2
- 4,824,381
11
December
2026
$0.021
$0.00
$0.05
90%
4.22%
Nil $0.0165
79,602
11 December
2023
Tranche - 3
- 4,824,381
11
December
2026
$0.021
$0.00
$0.06
90%
4.22%
Nil $0.0154
74,295
As at reporting date the company had 22,473,143 performance rights on issue.
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.
10
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
F. Value of options and Performance Rights to Directors and Executives (Continued)
Performance Rights - Directors and Executives
On 11 December 2023, 14,473,143 performance rights were issued to Directors, Stephe Wilks and Brent Paddon, and the
Chief Executive Office, Ian Porter, following shareholder approval at the AGM and valued using the Monte Carlo Simulation
(“MCS”) Methodology valuation model as follows:
Stephe Wilks: 5,065,602
Brent Paddon: 2,170,971
Ian Porter: 7,236,570
Total fair value of performance rights granted was $239,771. The share-based expense is recognised proportionally over
the vesting period of three years and resulted in $46,662 being recognised as an expense during the reporting period.
The performance rights were valued using the MCS valuation model as follows:
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
G. Equity instruments disclosures relating to key management personnel (Continued)
30 June 2024
Opening
Balance
1R
Received
Remuneration
1R
Received
During Year of
Exercise of
Options
1R
Net Change
Other
1R
Closing
Balance
1R
Directors and Executives
Jason Gomersall
16,354,579
-
-
-
16,354,579
Stephe Wilks
-
-
-
-
-
Brent Paddon
450,000
-
-
-
450,000
Ian Porter
-
-
-
-
-
16,804,579
-
-
-
16,804,579
Performance Rights
The table shows how many deferred KMP performance rights have been granted, vested and forfeited during the period:
30 June 2024
Opening
Balance
1R
Expired
During the
Period
1R
Issued During
the Period
1R
Net Change
Other
1R
Closing
Balance
1R
Directors and Executives
Jason Gomersall
-
-
-
-
-
Stephe Wilks
-
-
5,065,602
-
5,065,602
Brent Paddon
-
-
2,170,971
-
2,170,971
Ian Porter
-
-
7,236,570
-
7,236,570
-
-
14,473,143
-
14,473,143
Option Holdings
The table shows how many KMP options have been granted, vested and forfeited during the period.
30 June 2024
Opening
Balance
1R
Expired
During the
Period*
1R
Issued
During the
Period
1R
Closing
Balance
1R
Directors and Executives
Jason Gomersall
1,500,000
(1,500,000)
-
-
-
Stephe Wilks
-
-
-
-
-
Brent Paddon
-
-
-
-
-
Ian Porter
-
-
-
-
-
1,500,000
(1,500,000)
-
-
-
*The options were exercisable at $0.37 on or before 1 December 2023 and expired on that date.
11
Net Change
Other
1R
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
H. Other transactions with key management personnel
Transactions with related parties
The following transactions occured with related parties:
Consolidated
2024
$
2023
$
Company Company secretarial, corporate compliance, bookkeeping
and accounting fees from Minerva Corporate (director-related entity of
Nicholas Ong)
-
55,683
Payments for legal fees from Bowen Buchbinder Vilensky (director-
related entity of David Vilensky)
-
89,996
-
145,679
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
2024
$
2023
$
Trade payables to Minerva Corporate (director-related entity of
Nicholas Ong)
-
2,000
-
2,000
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
I. Additional statutory information
The earnings of the consolidated entity for the five years to 30 June 2024 are summarised below:
2024
$
2023
$
2022
$
2021
$
2020
$
Sales revenue
48,190,776
45,454,008
33,616,139
18,259,243
12,770,304
Profit/(loss) for the year
(1,340,113)
(22,816,233)
251,685
(3,984,964)
(705,964)
12
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
I. Additional statutory information (Continued)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2024
2023
2022
2021
2020
Share price at financial year
end (cents per share)
3.5
3.0
6.6
12.5
11.0
Basic Earnings per Share
(cents per share)
(0.370)
(6.825)
0.08
(2.1)
(0.45)
End of Audited Remuneration Report
Environmental Regulation
The consolidated entity is not subject to any significant environmental regulations under a law of the Commonwealth or of a
state or territory of Australia.
Officer's Indemnification 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
inemnities, 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.
Options
At the date of this report, the Company has no options on issue. 10,000,000 options exercisable at $0.37 expired on 1
December 2023.
13
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
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.
14,473,143 performance rights with an expiry date of 11 December 2026, and 15-day vwap barrier prices ranging
between $0.04 and $0.06.
Proceedings on behalf of 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.
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 8 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 (including Independence Standards) 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.
The following fees were paid or payable to the external auditors for DXGLWDQGnon-audit services provided during the year
ended 30June 2024:
2024
$
2023
$
156,000
155,500
$VVXUDQFHDQG$XGLW6HUYLFHV
RSM Australia Partners
Total remuneration for audit and assurance services
156,000
155,500
14
2024
$
2023
$
-
27,500
-
27,500
Vonex Limited
ABN 39 063 074 635
Directors' Report
30 June 2024
Non-Audit 6ervices &RQWLQXHG
Corporate Services:
RSM Australia Pty Ltd - Due Diligence Report
Total remuneration for corporate services
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 director's report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of
Directors.
Director: ...............................................................
Dated this .............................. day of .............................. 2024
15
........ ......... ... ..............
.................... ....... day
14th
August
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
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
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 2024, I declare
that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA
Perth, WA
JAMES KOMNINOS
Dated: 14 August 2024
Partner
Vonex Limited
ABN 39 063 074 635
Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2024
Note
2024
$
2023
$
Sales revenue
4
48,190,776
45,454,008
Cost of sales
5
(26,773,102)
(25,223,709)
Gross profit
21,417,674
20,230,299
Other income
4
491,668
1,715,849
Administration expenses
(2,885,015)
(3,260,359)
Amortisation
5
(2,135,434)
(2,047,538)
Account and audit fees
(416,863)
(262,342)
Bad & doubtful debt expenses
(721,147)
1,271
Contractor expenses
(2,071,512)
(3,091,193)
Dealer commissions
(1,042,644)
(1,199,679)
Depreciation expense
5
(1,037,372)
(1,021,669)
Director's fees
(263,250)
(365,287)
Employee expenses
(8,403,805)
(9,638,733)
Fair value of contingent consideration
-
(1,081,246)
Finance costs
5
(4,234,739)
(2,393,517)
Insurance expense
(350,415)
(275,419)
Impairment expense
14
-
(19,461,347)
Legal fees
(176,607)
(134,556)
(Loss)/gain on disposal of non-current assets
(6,652)
10,160
Occupancy costs
(85,379)
(260,570)
Repairs and maintenance
(57,118)
(50,402)
Share based payment expense
32
(46,622)
(549,820)
Travel expenses
(48,195)
(244,135)
Loss before income tax
(2,073,427)
(23,380,233)
Income tax benefit
6
733,314
564,000
Net loss for the year
(1,340,113)
(22,816,233)
Other comprehensive income, net of income tax
Total comprehensive loss for the year
(1,340,113)
(22,816,233)
Basic and diluted earnings/(loss) per share of
profit/(loss) attributable to the owners of Vonex
Limited (cents per share)
9
(0.370)
(6.825)
The accompanying notes form part of these financial statements.
17
Note
2024
$
2023
$
10
2,928,337
1,793,030
11
2,359,769
3,306,042
12
43,474
55,801
13
751,336
740,058
6,082,916
5,894,931
14
25,141,281
27,276,716
17
1,109,951
1,264,470
12
21,997
20,525
18
2,621,267
1,387,012
13
343,924
586,952
29,238,420
30,535,675
35,321,336
36,430,606
20
9,016,327
10,346,056
-
167,346
21
-
21,581,658
19
1,336,467
1,537,788
22
741,843
485,191
11,094,637
34,118,039
19
136,478
114,004
21
22,677,363
-
23
2,928,713
3,758,889
22
2,162,556
1,366,569
27,905,110
5,239,462
38,999,747
39,357,501
(3,678,411)
(2,926,895)
24
66,587,445
66,045,470
25
614,948
1,779,326
28
(70,880,804)
(70,751,691)
(3,678,411)
(2,926,895)
Vonex Limited
ABN 39 063 074 635
Statement of Financial Position
As At 30 June 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Contract assets
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Intangible assets
Property, plant and equipment
Contract assets
Right-of-use assets
Other assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Current tax liabilities
Borrowings
Provision
Lease liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
Borrowings
Deferred tax liabilities
Lease liabilities
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET LIABILITIES
EQUITY
Issued capital
ReserveV
$FFXPXODWHGORVVHV
Total equity attributable to equity
holders of the Company
TOTAL '(),&,(1&<,1EQUITY
(3,678,411)
(2,926,895)
The accompanying notes form part of these financial statements.
18
Vonex Limited
ABN 39 063 074 635
Statement of Changes in Equity
For the Year Ended 30 June 2024
2024
Ordinary
Shares
$
$FFXPXODWHG
/RVVHV
$
Reserves
$
Total
$
Balance at 1 July 2023
66,045,470
(70,751,691)
1,779,326
(2,926,895)
Loss attributable to members of the parent
entity
-
(1,340,113)
-
(1,340,113)
Transactions with owners in their
capacity as owners
Reversal of option expired during the year
-
1,211,000
(1,211,000)
-
Shares issued in acquisition settlement of
Network Technology (Aust) Pty Ltd
541,975
-
-
541,975
Performance rights issued during the year
-
-
46,622
46,622
Balance at 30 June 2024
66,587,445
(70,880,804)
614,948
(3,678,411)
2023
Ordinary
Shares
$
$FFXPXODWHG
/RVVHV
$
Reserves
$
Total
$
Balance at 1 July 2022
65,912,270
(49,792,284)
3,085,718
19,205,704
Loss attributable to members of the parent
entity
-
(22,816,233)
-
(22,816,233)
Transactions with owners in their
capacity as owners
Shares issued in acquisition settlement of
Voiteck Pty Ltd
133,200
-
-
133,200
Reversal of option expired during the year
-
1,856,826
(1,856,212)
614
Performance rights issued during the year
-
-
549,820
549,820
Balance at 30 June 2023
66,045,470
(70,751,691)
1,779,326
(2,926,895)
The accompanying notes form part of these financial statements.
19
Vonex Limited
ABN 39 063 074 635
Statement of Cash Flows
For the Year Ended 30 June 2024
Note
2024
$
2023
$
CASH FLOWS FROM OPERATING
ACTIVITIES:
Receipts from customers
53,646,883
49,064,848
Payments to suppliers and
employees
(48,579,010)
(46,747,772)
Other Revenue - Mining Royalty
-
250,000
Interest received
16,288
4,837
Interest paid
(296,484)
(14,503)
Net cash provided by operating
activities
27
4,787,677
2,557,410
CASH FLOWS FROM INVESTING
ACTIVITIES:
Payments for physical non-current
assets
(91,219)
(316,350)
Payment to acquire business
-
(8,124,827)
Proceeds from disposal of property,
plant and equipment
-
43,069
Net movements in bonds
-
(123,372)
Other investing Cashflow
(6,889)
-
Net cash used in investing
activities
(98,108)
(8,521,480)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from borrowings
-
8,042,521
Payment of transaction and finance
costs
(2,705,212)
(2,343,274)
Repayment of borrowings
-
(500,000)
Leasing payments
(849,050)
(635,451)
Other financing Cashflow
-
(1,877)
Net cash (used in)/provided by
financing activities
(3,554,262)
4,561,919
Net increase/(decrease) in cash and
cash equivalents held
1,135,307
(1,402,151)
Cash and cash equivalents at
beginning of year
1,793,030
3,195,181
Cash and cash equivalents at end of
financial year
10
2,928,337
1,793,030
The accompanying notes form part of these financial statements.
20
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 material to the
financial statements, are disclosed in Note 3.
Parenty 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.
Material accounting policy information relating to the preparation of these financial statements are presented below,
and are consistent with prior reporting periods unless otherwise stated.
2
Material Accounting Policy Information
(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.
21
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
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 Coronation 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 August 2024.
1
Basis of Preparation
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(b)
Business combinations
Any contingent consideration which forms part of the combination is recognised at fair value at the acquisition date. If
the contingent consideration is classified as equity then it is not remeasured and the settlement is accounted for within
equity. Otherwise subsequent changes in the value of the contingent consideration liability are measured through
profit or loss.
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.
(c)
Income tax
The income tax expense (revenue) recognised in the statement of profit or loss and other comprehensive income
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.
22
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(c)
Income tax (Continued)
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.
(d)
Property, plant and equipment
Each class of property, 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.
23
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(d)
Property, plant and equipment (Continued)
The depreciation rates used for each class of depreciable asset are shown below:
Fixed asset class
Depreciation rate
Furniture, Fixtures and Fittings
5% - 100%
Plant and Equipment
8% - 100%
Leasehold improvements
2.5% - 33%
Motor Vehicles
16% - 25%
Computer Equipment
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.
ii.
Impairment of Assets
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.
24
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(e)
Employee benefits
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.
(g)
Investments and other financial assets
Invesments 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.
25
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(g)
Investments and other financial assets (Continued)
1.
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.
2.
Financial assets 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.
3.
Impairment of financial assets
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.
26
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(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 standalone
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.
27
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(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.
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 fund.
(l)
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.
(m)
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. Collectability 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.
(n)
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.
28
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(o)
Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(p)
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 shortterm
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.
(q)
Intangible assets
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.
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.
29
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(q)
Intangible assets (Continued)
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.
(r)
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.
(s)
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.
30
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)
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(t)
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.
(u)
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.
(v)
Goods and services tax ('GST') and other similar taxes
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SDUWRIWKHH[SHQVH
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&DVKIORZVDUHSUHVHQWHGRQDJURVVEDVLV7KH*67FRPSRQHQWVRIFDVKIORZVDULVLQJIURPLQYHVWLQJRUILQDQFLQJ
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31
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(w)
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.
Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's
carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is
the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the
asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped
together to form a cash-generating unit.
(x)
Adoption of new and revised accounting standards
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
2024. 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 $1,340,113 during the year ended 30 June 2024 and, as of that date, the
consolidated entity’s current liabilities exceeded its current assets by $5,011,721DQGQHWOLDELOLWLHVRI.
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:
Vonex has entered a Scheme Implementation Deed (SID) with Maxo Telecommunications Pty Ltd for the
acquisition of 100% Vonex's issued capital by way of a Court approved scheme of arrangement for a cash price of
3.75 cents per Vonex share;
The Directors expect the consolidated entity to continue to return to an operating profit, noting cashflows from
operating activities generated $4,787,677 for the twelve months ended 30 June 2024;
Trade and other payables as disclosed in Note 20 includes contingent consideration which could be partly settled
in shares;
7he consolidated entity’s suppliers and debt financier remainsupportive of the business; and
The consolidated entity has the ability to raise capital through the issue of equity should shareholders not vote in
favour of the scheme.
32
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
2
Material Accounting Policy Information (Continued)
(y)
Going concern (Continued)
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.
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.
3
Critical Accounting Estimates and Judgments
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 statement.
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 note 32 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 2. 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 14 for further
information.
33
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
3
Critical Accounting Estimates and Judgments (Continued)
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 2, 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.
34
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
4
Revenue
2024
$
2023
$
Revenue from customers
- Sales revenue
48,190,776
45,454,008
Disaggregation of revenue
2024
$
2023
$
Major service lines
- Telephony / Internet
42,
40,726,790
- Hardware / Software
5
277,170
- Infrastructure/Projects/Support
2,152,726
- Hosted PBX
2,834,142
2,297,322
- Other
1
-
48,190,776
45,454,008
The entity does not disaggregate its revenue by geographical information, all revenue is derived within Australia.
Other Income
2024
$
2023
$
Other Income
- Interest received
18,647
4,837
- Fair value gain on contingent consideration [refer
Note 20 (ii)]
270,987
1,219,444
- Other income
202,034
227,907
- Johnson Range Royalty Sale
-
250,000
- Debt forgiveness
-
13,661
Total other income
491,668
1,715,849
35
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
5
Profit/(Loss) for the Year
The result for the year includes the following specific expenses:
2024
$
2023
$
Cost of sales
Cost of sales
(26,773,102)
(25,223,709)
Depreciation
Leasehold improvements
(11,302)
(15,635)
Plant and equipment
(61,159)
(130,024)
Office and computer equiment
(153,015)
(140,051)
Motor vehicles
(11,566)
(14,845)
Licenses and development
(2,045)
(4,158)
Land and buildings right-of-use assets
(745,105)
(672,424)
Plant and equipment right-of-use assets
(53,180)
(44,532)
Total depreciation
(1,037,372)
(1,021,669)
Amortisation
Patents and trademarks
-
-
Customer list
-
(59,602)
Customer and supplier contracts
(2,135,434)
(1,987,936)
Total amortisation
(2,135,434)
(2,047,538)
Finance costs
Interest and finance charges payable/paid on lease liabilities
(354,840)
(112,863)
Interest charges on insurance premium funding and credit cards
(18,178)
(14,503)
Interest charges on Longreach debt facility
(3,800,918)
(2,266,151)
Other interest
(60,803)
-
Total finance costs
(4,234,739)
(2,393,517)
Superannuation expenses
Employee superannuation expense
(793,641)
(868,893)
Directors superannuation expense
(26,400)
(37,561)
Total superannuation expenses
(820,041)
(906,454)
36
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
6
Income Tax Expense
(a) Income Tax Expense
2024
$
2023
$
(733,314)
(564,000)
(733,314)
(564,000)
2024
$
2023
$
(2,073,427)
(23,380,233)
%
25.00
%
25.00
(518,357)
(5,845,058)
Deferred tax benefit
Deferred tax benefit
Total income tax benefit
(b) Reconciliation of income tax to accounting ORVV:
/RVV IRUWKH\HDU
Tax
Add:
Tax effect of:
- non-deductible expenses
210,055
4,901,243
- Under provision
96,862
-
- Deferred tax asset not brought to account
(521,874)
379,815
Income tax benefit
(733,314)
(564,000)
(c) Deferred Tax Asset
Deferred tax asset not brought to account comprises the future benefits at applicable tax rates:
2024
$
2023
$
Tax losses - revenue (resident)
4,997,050
5,071,128
Accruals and provisions
595,727
666,693
Business related costs
51,981
163,875
Prepayments
(82,442)
-
Other
38,954
(73,409)
5,601,270
5,828,287
(d) Deferred Tax Liabilities
Defered tax liability of $2,928,713 (2023: $3,758,889). Refer to Note 23.
Resident tax losses calculated at the Australian income tax rate of 25% (2023: 25%).
37
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
6
Income Tax Expense (Continued)
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.
7
Key Management Personnel Remuneration
The aggregate compensation made to directors and other members of key management personnel of the
management personnel consolidated entity is set out below:
2024
$
2023
$
Short-term employee benefits
390,000
717,875
Post-employment benefits
42,900
75,893
Share-based payments
46,622
549,820
479,522
1,343,588
8
Auditors' Remuneration
2024
$
2023
$
Remuneration of the auditor:
- auditing or reviewing the financial reports
156,000
155,500
- Corporate Services - Due Diligence
-
27,500
Total
156,000
183,000
9
Earnings Per Share
2024
$
2023
$
Loss for the year
(1,340,113)
(22,816,233)
2024
No.
2023
No.
Weighted average number of ordinary shares outstanding during the year
used in calculating basic loss per share
361,828,620
334,279,496
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.
38
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
10
Cash and Cash Equivalents
2024
$
2023
$
Cash on hand
2,235
2,154
Cash at bank
2,926,102
1,790,876
2,928,337
1,793,030
11
Trade and Other Receivables
2024
$
2023
$
1,713,403
2,302,085
(771,418)
(415,964)
941,985
1,886,121
1,417,784
1,419,921
CURRENT
Trade receivables
Provision for H[SHFWHGFUHGLWORVV
Other debtors
Total current trade and other
receivables
2,359,769
3,306,042
The ageing of the receivables and allowance for expected credit losses provided for the above are as follows:
30 June 2024
0 to 3 months
overdue
3 to 6 months
overdue
over 6 months
overdue
Total
Expected loss rate (%)
-
58.00
98.00
Gross carrying amount ($)
898,379
81,143
733,881
1,713,403
ECL provision
3,902
47,048
720,468
771,418
30 June 2023
0 to 3 months
overdue
3 to 6 months
overdue
over 6 months
overdue
Total
Expected loss rate (%)
11.00
12.00
93.00
Gross carrying amount ($)
2,045,726
58,381
197,978
2,302,085
ECL provision
224,229
6,738
184,997
415,964
The consolidated entity has taken up an additional allowance for expected credit losses in 2024 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.
Movement in the allowance for expected credit losses are as follows:
2024
$
2023
$
Balance at beginning of the year
415,964
431,548
Additional/(Reversals)
509,198
(17,592)
MNF acquisition
-
13,261
Receivable written off during the year as uncollectable
(153,744)
(11,253)
Balance at end of the year
771,418
415,964
39
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
12
Contract Assets
2024
$
2023
$
CURRENT
Contract assets
43,474
55,801
NON-CURRENT
Contract assets
21,997
20,525
Reconciliation:
Reconciliation of 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
76,326
77,441
Additional provision
65,400
81,155
Transfer to sales adjustment
(76,255)
(82,270)
Balance at the end of the year
65,471
76,326
13
Other Assets
2024
$
2023
$
CURRENT
Bonds/deposits paid/receivables
206,479
201,148
Work in progress
1,516
3,569
Inventory
169,896
183,581
Prepayments
346,538
333,505
Leasing receivables
26,907
18,255
751,336
740,058
NON-CURRENT
Bonds/deposits paid/receivables
309,806
281,771
Prepayments
1,584
1,584
Leasing receivables
32,534
303,597
343,924
586,952
14
Intangible Assets
2024
$
2023
$
IPVD customer list
720,081
720,081
Less: Accumulated amortisation
(720,081)
(720,081)
-
-
40
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
14
Intangible Assets (Continued)
2024
$
2023
$
Patents and trademarks
222,130
222,130
Less: Accumulated amortisation
(218,451)
(218,451)
3,679
3,679
Customer Contracts and Developed software (Voiteck)
1,858,842
1,858,842
Less: Impairment
(552,307)
(329,691)
1,306,535
1,529,151
Customer contracts (OntheNet)
4,128,712
4,128,712
Less: Accumulated amortisation
(737,500)
(295,000)
3,391,212
3,833,712
Domain name acquisition
2,071
2,071
Goodwill (2SG & Nextel & MNF)
33,474,526
28,240,274
Less: Accumulated impairment
(20,011,347)
(20,011,347)
13,463,179
8,228,927
Intangible Assets - Provisionally Acquired (OntheNet)
-
5,234,252
-
5,234,252
Customer and Channel partnership contracts (MNF)
8,714,324
8,714,324
Less: Accumulated amortisation
(2,766,063)
(1,806,674)
5,948,261
6,907,650
Customer & Supply contracts (2SG)
2,908,977
2,908,977
Less: Accumulated amortisation
(1,970,683)
(1,515,911)
938,294
1,393,066
Customer contracts (Nextel)
278,648
278,648
Less: Accumulated amortisation
(190,598)
(134,440)
88,050
144,208
25,141,281
27,276,716
41
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
14
Intangible Assets (Continued)
Reconciliation of the written down values at the beginning and end of the current and previous financial year are set out below:
Patents
and
trademarks
$
Customer
Contracts -
On The Net
(Provisionally
Acquired)
$
Domain
name
$
Goodwill
$
Intangible
Assets -
Provisionally
acquired
$
Customer
amd
Channel
Partnership
Contract -
MNF
$
Customer
and Supply
contracts
(2SG)
$
Customer
Contracts -
Nextel
$
Customer
list
$
Customer
Contracts
and
Developed
software -
Voiteck
$
Total
$
Year ended 30 June 2024
Balance at the beginning of the
year
3,679
3,833,712
2,071
8,228,927
5,234,252
6,907,650
1,393,066
144,208
-
1,529,151
27,276,716
Transfers
-
-
-
5,234,252
(5,234,252)
-
-
-
-
-
-
Amortisation
-
(442,500)
-
-
-
(959,389)
(454,772)
(56,158)
-
(222,616)
(2,135,435)
Closing value at 30 June 2024
3,679
3,391,212
2,071
13,463,179
-
5,948,261
938,294
88,050
-
1,306,535
25,141,281
Year ended 30 June 2023
Balance at the beginning of the
year
3,679
-
2,071
27,690,274
-
7,867,038
1,847,840
200,364
59,602
1,751,768
39,422,636
Amortisation
-
(295,000)
-
-
-
(959,388)
(454,774)
(56,156)
(59,602)
(222,617)
(2,047,537)
Impairment expense (i)
-
-
- (19,461,347)
-
-
-
-
-
- (19,461,347
)
Intangible Assets - Provisionally
Acquired (OntheNet)
-
4,128,712
-
-
5,234,252
-
-
-
-
-
9,362,964
Closing value at 30 June 2023
3,679
3,833,712
2,071
8,228,927
5,234,252
6,907,650
1,393,066
144,208
-
1,529,151
27,276,716
i.During the SUHYLRXVfinancial year the impacts of post-COVID9 continued across Australia with many States and Territories, followed by a sustained period of increased interest
rates. Asa result, the Company has taken the decision to write down carrying values of a number of business units.
42
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
14
Intangible Assets (Continued)
(a) 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/co-location 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 co-location and hosting.
(b) Impairment of goodwill
At each reporting date, the Group reviews the carrying values of its intangible assets to determine whether there is any
indication that those assets have been impaired. During the period impairment indicators existed within the cash
generating unit held by the Company. The recoverable amounts of the cash-generating unit has been determined
based on value-in-use calculations. These calculations require the use of assumptions and due to the changes in
discount rates based on the current cost of capital and growth rates of estimated future cash flows resulted in no
impairment (expense of $nil).
7KHUHFRJQLWLRQRI*RRGZLOODFTXLUHGWKURXJKEXVLQHVVFRPELQDWLRQVKDYHEHHQDOORFDWHGWRDVLQJXODUFDVKJHQHUDWLQJ
XQLW &*8 WKDWLQFOXGHVDOOJURXSVHUYLFHVZLWKLQWKHWHOHFRPPXQLFDWLRQLQGXVWU\DQGLVUHIOHFWLYHRIWKHFXUUHQWQDWXUH
DQGVWUXFWXUHRIRXUEXVLQHVV
The following describes the assumptions on which management has based its cash flow projections when determining
its use for the cash generating unit:
Revenue Growth rate
The growth rate represents a steady indexation rate which does not exceed management’s expectations of the long-
term average growth for the business in which the CGU operates. The rate applied in the cash flow projection is an
increase of 1.8% for the first year and 3% for future years.
Discount rate
The pre-tax discount rate applied to cash flow projections is 14.07%.
Cash flows
Value-in-use calculations use cash flow projections based on past performance and expectations on future earnings.
Sensitivities
The Board has made judgments and estimates in respect of impairment testing of goodwill. Should these judgments
and estimates not occur the resulting goodwill carrying amount may decrease. The sensitivities are as follows:
Revenue growth would need to decrease by around 1.76% before goodwill would need to be impaired, with all
other assumptions remaining constant.
The pre-tax discount rate would be required to significantly increase before goodwill would need to be impaired,
with all other assumptions remaining constant.
15
Subsidiaries
a)
Parent entity
The parent entity within the Group is Vonex Ltd.
43
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
15
Subsidiaries (Continued)
b)
Subsidiaries
Subsidiaries
Percentage
Owned (%)
2024
Percentage
Owned (%)
2023
Subsidiaries:
IP Voice and Data Pty Ltd (ABN 45 147 537 871)
100
100
Oper8tor Pty Ltd (ABN 14 601 220 633)
100
100
Vonex Wholesale Pty Ltd (ABN 98 138 093 482)
100
100
Voiteck Pty Ltd (ABN 45 139 880 952)
100
100
Network Technologies (Aust) Pty Ltd (ACN: 096 864 836)
100
100
Subsidiaries of Voiteck Pty Ltd
Voiteck Mobile Pty Ltd (ABN 73 616 534 466)
100
100
Subsidiaries of IP Voice and Data Pty Ltd
Itrinity Australia Pty Ltd (ACN 131 196 886)
Principal place of
business / Country of
Incorporation
AXVWUDOLD
$XVWUDOLD
$XVWUDOLD
AXVWUDOLD
AXVWUDOLD
AXVWUDOLD
AXVWUDOLD
100
100
16
Parent Entity
2024
$
Restated
2023
$
Financial Position
Assets
Current assets
3,414,423
2,974,902
Non-current assets
29,361,708
30,124,156
Total Assets
32,776,131
33,099,058
Liabilities
Current liabilities
33,078,490
42,949,298
Non-current liabilities
27,719,119
4,279,226
Total Liabilities
60,797,609
47,228,524
Equity
Issued capital
66,587,445
66,045,469
Asset realisation reserve
598,885
1,763,263
Retained earnings
(95,207,808)
(81,938,198)
Total Equity
(28,021,478)
(14,129,466)
Financial Performance
Total profit or loss for the year
(14,480,610)
(27,552,449)
Other comprehensive income
-
-
Total comprehensive loss for the year
(14,480,610)
(27,552,449)
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.
44
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
16
Parent Entity (Continued)
Commitments for expenditure
Vonex Ltd has no commitments to acquire property, plant and equipment, and has no contingent liabilities (2023: nil).
Material accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2,
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 impairments of the investment.
17
Property, Plant and Equipment
2024
$
2023
$
Plant and equipment
At cost
734,130
730,785
Accumulated depreciation
(238,261)
(177,492)
Transfer between classes
(36,214)
(36,214)
459,655
517,079
Motor vehicles
At cost
113,305
113,305
Accumulated depreciation
(72,837)
(61,271)
40,468
52,034
Office & Computer equipment
At cost
1,105,591
1,122,872
Accumulated depreciation
(773,636)
(714,720)
Transfer between classes
36,214
36,214
368,169
444,366
License & Development (inc. software)
At cost
270,250
270,250
Accumulated depreciation
(264,730)
(262,685)
5,520
7,565
Leasehold Improvements
At cost
291,572
287,558
Accumulated depreciation
(55,433)
(44,132)
236,139
243,426
Total property, plant and equipment
1,109,951
1,264,470
45
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
17
Property, Plant and Equipment (Continued)
(a)
Movements in carrying amounts of property, plant and equipment
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year:
Plant &
Equipment
$
Motor
Vehicles
$
Office &
Computer
$
License &
Development
$
Leasehold
Improvements
$
Total
$
Year ended 30 June 2024
Balance at the beginning of year
517,079
52,034
444,366
7,565
243,426
1,264,470
Additions
3,740
-
83,478
-
4,015
91,233
Disposals / Write off
(5)
-
(6,660)
-
-
(6,665)
Depreciation
(61,159)
(11,566)
(153,015)
(2,045)
(11,302)
(239,087)
Balance at the end of the year
459,655
40,468
368,169
5,520
236,139
1,109,951
Year ended 30 June 2023
Balance at the beginning of year
39,968
71,154
236,009
9,833
78,600
435,564
Additions
10,222
197
281,339
-
11,654
303,412
Disposals / Write off
-
(41,571)
(1,498)
-
-
(43,069)
Additions via acquisition
633,127
37,099
32,353
1,890
168,807
873,276
Transfers
(36,214)
-
36,214
-
-
-
Depreciation
(130,024)
(14,845)
(140,051)
(4,158)
(15,635)
(304,713)
Balance at the end of the year
517,079
52,034
444,366
7,565
243,426
1,264,470
46
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
18
Right Of Use Assets
Plant and
Equipment
$
Land and
Buildings
$
Total
$
Year ended 30 June 2024
Balance at beginning of year
255,618
3,835,646
4,091,264
Accumulated depreciation
(131,235)
(1,338,762)
(1,469,997)
Balance at end of year
124,383
2,496,884
2,621,267
Plant and
Equipment
$
Land and
Buildings
$
Total
$
Year ended 30 June 2023
Balance at beginning of year
241,675
2,531,548
2,773,223
Accumulated depreciation
(141,477)
(1,244,734)
(1,386,211)
Balance at end of year
100,198
1,286,814
1,387,012
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 $2,228,193.
The consolidated entity leases equipment under agreements of 4 years or less.
19
Provisions
2024
$
2023
$
CURRENT
Annual leave
742,279
855,528
Long service leave
594,188
682,260
1,336,467
1,537,788
NON-CURRENT
Long service leave
98,988
Make good
37,490
136,478
Provision for employee benefits represents amounts accrued for annual leave and long service leave.
47
77,080
36,924
114,004
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
19
Provisions (Continued)
(a)
Movement in carrying amounts
2024
$
2023
$
Carrying amount at the start of the
year
1,651,792
1,190,711
Additional provisions recognised
705,149
1,361,743
Amounts used
(883,996)
(900,662)
Balance at 30 June 2024
1,472,945
1,651,792
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.
20
Trade and Other Payables
2024
$
2023
$
CURRENT
Trade payables
4,048,545
5,386,603
PAYG withholding
139,429
159,576
GST
544,488
512,954
Superannuation guarantee
64,687
221,720
Contingent consideration - Voiteck (i)
1,840,000
1,840,000
Contingent consideration - OTN (ii)
-
812,962
Other payables and accruals
2,379,178
1,412,241
9,016,327
10,346,056
48
Trade creditors are expected to be paid within agreed terms.
(i) Contingent consideration is measured at fair value at each reporting date with changes in fair value
recognised in the profit and loss. The contingent consideration associated with the Voiteck acquisition, if payable, may
be setted through both the issuance of ordinary shares in Vonex Limited and cash in accordance with the Share
Acquisition Agreement. The final amount is to be settled between parties.
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
20
Trade and Other Payables (Continued)
2024
$
2023
$
Opening Balance
1,840,000
758,754
Change in Fair Value recognised in Profit & Loss
-
1,081,246
Closing Balance of Contingent consideration -
Voiteck
1,840,000
1,840,000
(ii) Restricted consideration shares associated with the OntheNet acquisition had been issued but had been treated as
contingent consideration until it has been determined that in accordance with the Share Acquisition Agreement and the
Restriction Deed that certain customer related metrics in the 12 months period immediately post completion date of 27
October 2022 had to be met. The metrics were met in the 12 month period post acquisition and the shares have now
been transferred to share capital with no further contingent consideration outstanding at balance date.
2024
$
2023
$
Opening Balance
812,962
-
Contingent consideration - OTN - At Acquisition
-
2,032,406
Change in Fair Value recognised in Profit & Loss
(Note 4)
(270,987)
(1,219,444)
Transfer to equity up satisfaction of customer related
metrics
(541,975)
-
Closing Balance of Deferred consideration - OTN
-
812,962
21
Borrowings
2024
$
2023
$
CURRENT
Loan - secured
-
22,000,000
Accrued interest expense
-
98,630
Capitalised borrowning costs
-
(516,972)
-
21,581,658
NON-CURRENT
Unsecured liabilities:
Loan - secured
22,804,719
-
Accrued interest expense
107,775
-
Capitalised borrowing costs
(235,131)
-
22,677,363
-
49
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
21
Borrowings (Continued)
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:
01 October 2025
Repayments
Interest only
Security
First ranking General Security Interest
Key covenants:
Net leverage cover, interest cover, debt service cover and minimum cash
at bank
Interest cost
The interest rate payable depends on the prevailing net debt/pro forma
Last Twelve Months ("LTM") EBITDA.
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:
01 October 2025
Repayments
Interest only
Security
First ranking General Security Interest
Key covenants:
Net leverage cover, interest cover, debt service cover and minimum cash
at bank
Interest cost
The interest rate payable depends on the prevailing net debt/pro forma
Last Twelve Months ("LTM") EBITDA.
Assets pledged as security
The loan is secured via a first ranking general security interest over the business.
22
Lease Liability
2024
$
2023
$
CURRENT
Lease liability
741,843
485,191
741,843
485,191
NON-CURRENT
Lease liability
2,162,556
1,366,569
2,162,556
1,366,569
Refer to Note 31 for further information on financial instruments.
50
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
23
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
2024
$
2023
$
Amount recognised in profit or loss:
Intangible assets
2,928,713
3,758,889
Deferred tax liability
2,928,713
3,758,889
Movements:
Opening balance
3,758,888
3,291,676
Charged/(credited) to profit or loss
630,596
(564,000)
Additiions through business combinations
-
1,031,212
Other movements
(1,460,771)
-
Closing balance
2,928,713
3,758,888
24
Issued Capital
2024
$
2023
$
361,828,620 (2023: 361,828,620) Fully paid ordinary shares
66,587,445
66,045,470
(a)
Movement in Ordinary shares
Date
$
No.
Balance at 30 June 2022
65,912,270
333,521,134
Issue of share to settle a potion of the Voiteck deferred
consideration
14 November 2022
133,200
1,208,743
Restricted Share issued – OnTheNet (Note 20)
28 October 2022
-
27,098,743
Balance at 30 June 2023
66,045,470
361,828,620
Transfer of restricted consideration to equity
541,975
-
Balance at 30 June 2024
66,587,445
361,828,620
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.
(b)
Capital Risk Management
The key objectives of the Company when managing capital is to safeguard its ability to continue as a going concern
and maintain optimal benefits to stakeholders. The Company defines capital as its equity and net debt.
51
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
24
Issued Capital (Continued)
(b)
Capital Risk Management (Continued)
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 2024 and 30 June 2023 are as follows:
2024
$
2023
$
Total borrowings (including trade and other payables)
31,693,690
31,927,714
Less Cash and cash equivalents
(2,928,337)
(1,793,030)
Net debt
28,765,353
30,134,684
Equity
(3,678,411)
(2,926,895)
Total capital
25,086,942
27,207,789
25
Reserves
2024
$
2023
$
Asset revaluation reserve
18,506
18,506
Options premium reserve
-
1,211,000
Share based payments reserve
596,442
549,820
Balance at the end of the year
614,948
1,779,326
Asset revaluation reserve
Opening balance
18,506
18,506
Balance at the end of the year
18,506
18,506
Option reserve
Opening balance
1,211,000
3,067,212
Options expired
(1,211,000)
(1,856,212)
Balance at the end of the year
-
1,211,000
Share-based payments reserve
Opening balance
549,820
-
Expense related to performance rights issued 20 December 2022
-
549,820
Expense related to performance rights issued 11 December 2023
46,622
-
Balance at the end of the year
596,442
549,820
Total
614,948
1,779,326
The reserve records the valuation of performance shares and performance rights issued to vendors (shares) and key
management personnel (rights).
52
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
26
Contingencies
Contingent Liabilities
The consolidated entity has given bank guarantees as at 30 June 2024 of $206,479 (2023: $195,884).
There are no other known contingent liability at reporting date.
Contingent Assets
There are contingent assets at reporting date of $500,000 (2023: $500,000).
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.
27
Cash Flow Information
(a)
Reconciliation of result for the year to cashflows from operating activities
Reconciliation of net income to net cash provided by operating activities:
2024
$
2023
$
Loss for the year
(1,340,113)
(22,816,233)
Cash flows excluded from profit attributable to operating
activities
Adjustments for:
- depreciation and amortisation expense
3,172,806
3,069,206
- share based payments
46,622
549,820
- loss on disposal of assets/investments
6,652
(9,642)
- bad debts
721,147
(1,271)
- interest & borrowing costs
4,234,739
2,379,015
- amortisation of formation costs
-
250
- impairment expense
-
19,461,347
- fair value assessment of Contingent Liabilities
-
(151,199)
- fair value earn out adjustment
(270,987)
-
Changes in assets and liabilities:
- decrease/(increase) in trade and other receivables
225,129
(1,469,295)
- decrease in other assets
249,266
338,839
- (decrease) in provisions
(368,666)
(175,060)
- (decrease)/increase in trade and other payables
(1,058,742)
1,945,633
- (decrease) in deferred tax liability
(830,176)
(564,000)
Cashflows from operations
4,787,677
2,557,410
53
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
27
Cash Flow Information (Continued)
(b)
Changes in liabilities arising from financing activities
anges
h
Non-cash c
2023
$
Net cash used
in financing
activities
$
Non Cash
Amort of
Borrowing
Costs
$
Payment of
Borrowing
Costs
$
New
Leases
$
Non Cash Rent
Abatement
Adjustments
$
Acquisition
of Leases
$
Non Cash
Reclass of
Prepayments
$
2024
$
Loans
21,581,658
588,075
507,630
-
-
-
-
-
22,677,363
Lease liabilities
1,851,760
(849,050)
-
-
1,969,337
(67,648)
-
-
2,904,399
Total
23,433,418
(260,975)
507,630
-
1,969,337
(67,648)
-
-
25,581,762
anges
h
Non-cash c
2022
$
Net cash used
in financing
activities
$
Non Cash
Amort of
Borrowing
Costs
$
Payment of
Borrowing
Costs
$
New
Leases
$
Non Cash Rent
Abatement
Adjustments
$
Acquisition
of Leases
$
Non Cash
Reclass of
Prepayments
$
Loans
14,002,746
7,542,521
395,739
(360,000)
-
-
652
-
Lease liabilities
1,659,631
(635,451)
-
-
754,150
(166,605)
-
240,035
Total
15,662,377
6,907,070
395,739
(360,000)
754,150
(166,605)
652
240,035
54
2023
$
21,581,658
1,851,760
23,433,418
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
27
Cash Flow Information (Continued)
(c)
Non-cash financing and investing activities
2024
$
2023
$
Additions to the right-of-use assets
2,228,193
788,903
Additions to the right-of-use assets through
Acquisitions
-
240,035
Leasehold improvements - lease make good
(561)
(5,101)
Transfer of restricted consideration to equity
(541,975)
-
1,685,657
1,023,837
28
Accumulated losses
2024
$
2023
$
Accumulated losses at the beginning of the financial
year
(70,751,691)
(49,792,284)
Net loss attributable to members of the company at
end of financial year
(1,340,113)
(22,816,233)
Retained earnings adjustment - transfer of options
valuations expired
1,211,000
1,856,826
Retained earnings at end of the financial year
(70,880,804)
(70,751,691)
29
Events Occurring After the Reporting Date
There are no matters or circumstances that has arisen since 30 June 2024 that have or may significantly affect the
operations, results, or state of affairs of the consolidated entity in future financial periods.
30
Related Parties
The Group's main related parties are as follows:
The ultimate parent entity, which exercises control over the Group, is Vonex Ltd.
Key management personnel - refer to Note 7.
Interest in subsidiaries are set out in Note 15.
55
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
30
Related Parties (Continued)
Transactions with related parties
The following transactions occurred with related parties:
2024
$
2023
$
Services provided:
Company secretarial, corporate compliance, bookkeeping and accounting
fees from Minerva Corporate (director-related entity of Nicholas Ong &
Daniel Smith)
-
55,683
Payments for legal fees from Bowen Buchbinder Vilensky (director-
related entity of David Vilensky)
-
89,996
Receivables from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
2024
$
2023
$
Trade payable to Minerva Corporate (director-related entity of Nicholas
Ong & Daniel Smith)
-
2,000
Term and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
31
Financial Risk Management
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.
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. The Board believes this was the most appropriate to ensure an adequate return being received on funds held,
whilst still maintaining adequate cash for working capital.
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.
56
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
31
Financial Risk Management (Continued)
The consolidated entity's bank loans outstanding, totalling $22,677,363 (2023: $21,581,658), as of 22 December 2023
are interest payment only loans. Principal payments were previously waived from March 2023, but prior to this
quarterly principal payment of approximately $500,000 per month were required in addition to monthly interest.
An official increase/decrease in interest rates of 100 (2023: 100) basis points would have an adverse/favourable effect
on profit before tax of $226,774 (2023: $215,817) per annum. In addition, whilst no minimum principal repayments are
due during the year ending 30 June 2025, the loan is due to mature during the financial year ending 30 June 2026
(Maturity date: 1 October 2025).
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
$
Financial Assets:
Cash
0.8
2,926,102
-
-
2,235
2,928,337
Receivables
-
-
-
2,359,769
2,359,769
Total financial assets
-
2,926,102
-
-
2,362,004
5,288,106
Financial liabilities:
Payables
-
-
-
-
(9,016,327)
Borrowings
17.70
-
-
(22,677,363)
-
Total financial
liabilities
-
-
-
(22,677,363)
(9,016,327)
Net financial
assets/liabilities
-
2,926,102
-
(22,677,363)
(6,654,323)
2023
Weighted
Average
Interest Rate
%
Floating
Interest Rate
$
Fixed Interest
Rate Within 1
Year
$
Fixed Interest
Rate Within
1-5 Years
$
Non-Interest
Bearing
$
Total
$
Financial assets:
Cash
0.2
1,790,876
-
-
2,154
1,793,030
Receivables
-
-
-
-
3,306,042
3,306,042
Total financial assets
-
1,790,876
-
-
3,308,196
5,099,072
Financial Liabilities:
Payables
-
-
-
-
(10,346,056)
Borrowings
13.4
-
(21,581,658)
-
-
Total financial
liabilities
-
-
(21,581,658)
-
(10,346,056)
Net financial
assets/liabilities
-
1,790,876
(21,581,658)
-
(7,037,860)
57
(9,016,327)
(22,677,363)
(31,693,690)
(26,405,584)
(10,346,056)
(21,581,658)
(31,927,714)
(26,828,642)
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
31
Financial Risk Management (Continued)
Sensitivity analysis
The effect on profit and equity as a result of changes in interest rates on net financial assets is immaterial.
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 as at year end is $2,928,337 (2023: $1,793,030). Refer to Note 10.
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 2024.
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.
58
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
31
Financial Risk Management (Continued)
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:
Vonex entered a Scheme Implementation Deed (SID) with Maxo Telecommunications Pty Ltd for the acquisition of
100% Vonex's issued capital by way of Court approved scheme of arrangement for a cash price of 3.75 cents per
Vonex share;
The Directors expect the consolidated entity to continue to return to operating profit, noting cashflows from
operating activities generated $4,787,677 during the 12 months ended 30 June 2024.
Trade and other payables as disclosed in Note includes contingent consideration which could be partly settled
inshares; and
The consolidated entity has the ability to raise capital through the issue of equity should shareholders not vote in
favour of the scheme.
59
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
31
Financial Risk Management (Continued)
The financial asset and financial liability maturity analysis are as follows:
Within 1 Year
1 to 5 Years
Over 5 Years
Total
2024
$
2023
$
2024
$
2023
$
2024
$
2023
$
2024
$
2023
$
Financial liabilities
Payables
(9,016,327) (10,346,056)
-
-
-
-
(9,016,327) (10,346,056)
Borrowings
-
(21,581,658) (22,677,363)
-
-
-
(22,677,363) (21,581,658)
Lease liability
(741,843)
(485,191)
(1,378,896)
(1,366,569)
(783,660)
-
(2,904,399)
(1,851,760)
Total expected outflows
(9,758,170) (32,412,905) (24,056,259)
(1,366,569)
(783,660)
-
(34,598,089) (33,779,474)
Financial assets
Cash and cash equivalents
2,928,337
1,793,030
-
-
-
-
2,928,337
1,793,030
Receivables
2,359,769
3,306,042
-
-
-
-
2,359,769
3,306,042
Total anticipated inflows
5,288,106
5,099,072
-
-
-
-
5,288,106
5,099,072
Net inflow/(ouflow) on
financial instruments
(4,470,064) (27,313,833) (24,056,259)
(1,366,569)
(783,660)
-
(29,309,983) (28,680,402)
60
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
32
Share-Based Payments
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
2024
$
2023
$
Performance Rights - Key Management Personnel - 20 December 2022
-
549,820
Performance Rights - Key Management Personnel - 11 December 2023
46,622
-
Total Share Based Payment Expense
46,622
549,820
Movement in share rights and performance shares during the period
Number of Performance
Rights
2024
1R
2023
1R
Balance at beginning of period
8,000,000
-
Issued during the year
14,473,143
8,000,000
Balance at end of period
22,473,143
8,000,000
Performance rights granted during the period:
Total performance rights granted during the period was 14,473,143 (2023: 8,000,000).
On 11 December 2023, 14,473,143 performance rights were issued to Directors, Stephe Wilks and Brent Paddon, and
the Chief Executive Office, Ian Porter, following shareholder approval at the AGM and valued using the Monte Carlo
Simulation (“MCS”) Methodology valuation model as follows:
Stephe Wilks: 5,065,602
Brent Paddon: 2,170,971
Ian Porter: 7,236,570
Total fair value of performance rights granted was $239,771. The share-based expense is recognised proportionally
over the vesting period of three years and resulted in $46,622 being recognised as an expense during the reporting
period.
61
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
32
Share-Based Payments (Continued)
The performance rights were valued using the MCS valuation model as follows:
Grant
Date
Number
Issued
Expiry
Date
Share
Price on
Grant
Date
Exercise
price
Barrier
Price (15
day
VWAP)
Expected
Future
Volatility
Risk Free
Rate
Dividend
Yield
Value per
Right
Valuation
11
December
2023
Tranche -
1 -
4,824,381
11
December
2026
$0.021
$0.00
$0.04
%
90
%
4.22
Nil
$0.0178
85,874
11
December
2023
Tranche -
2 -
4,824,381
11
December
2026
$0.021
$0.00
$0.05
%
90
%
4.22
Nil
$0.0165
79,602
11
December
2023
Tranche -
3 -
4,824,381
11
December
2026
$0.021
$0.00
$0.06
%
90
%
4.22
Nil
$0.0154
74,295
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. 2Q WKH QRZ IRUPHU 'LUHFWRU
V UHVLJQDWLRQ WKH SHUIRUPDQFH ULJKWV ZHUH QRW IRUIHLWHG EXW YHVWLQJ
UHPDLQHGVXEMHFWWRWKHLURULJLQDOSHUIRUPDQFHPLOHVWRQHEHLQJDFKLHYHG
The performance rights were valued using the Hoadley's Barrier1 valuation model as follows:
Grant
Date
Number
Issued
Expiry
Date
Share
Price on
Grant
Date
Exercise
price
Barrier
Price (15
day
VWAP)
Expected
Future
Volatility
Risk Free
Rate
Dividend
Yield
Value per
Right
Valuation
30
November
2022
Tranche -
1 -
2,000,000
20
December
2025
$0.08
$0.00
$0.10
%
75
%
3.17
Nil
$0.07
146,740
30
November
2022
Tranche -
2 -
3,000,000
20
December
2025
$0.08
$0.00
$0.12
%
75
%
3.17
Nil
$0.07
207,450
30
November
2022
Tranche -
3 -
3,000,000
20
December
2025
$0.08
$0.00
$0.14
%
75
%
3.17
Nil
$0.07
195,630
As at reporting date the company had 22,473,143 performance rights on issue (2023: 8,000,000).
Options granted during the period
No options were granted during the period.
62
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
32
Share-Based Payments (Continued)
The total options on issue at 30 June 2024 are as follows:
Grant Date
Expiry Date
Exercise
price
Balance at the
start of the year Granted Exercised
Expired/
Forfeited
Balance at the
end of the year
27 November
2020
01 December
2023
0.37
10,000,000
-
-
(10,000,000)
-
No options were outstanding at 30 June 2024
The total options on issue at 30 June 2023 are as follows:
Grant Date
Expiry Date
Exercise
price
Balance at the
start of the year Granted Exercised
Expired/
Forfeited
Balance at the
end of the year
07 June 2018 07 June 2023
0.30
14,500,000
-
-
(14,500,000)
-
30 November
2017
30 November
2022
0.20
14,719,731
-
-
(14,719,731)
-
05 June 2019
30 November
2022
0.20
3,215,060
-
-
(3,215,060)
-
05 June 2019
30 November
2022
0.20
1,800,000
-
-
(1,800,000)
-
27 November
2020
01 December
2023
0.37
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
33
Business Combinations
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 Goodwill and customer contracts
acquired as part of the deal launches Vonex into a new geographic region within Australia and significantly expands
the Company’s data network capabilities and introduces new product offerings in co-location and hosting.
63
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
33
Business Combinations (Continued)
The values identified in relation to the acquisition of Network Technologies (Aust) Pty Ltd are final as at 31 December
2023. Details of the acquisition are as follows:
Fair value
$
Purchase consideration:
- Cash paid to vendor
8,180,000
- Shares issed to vendor
2,032,406
Total purchase consideration
10,212,406
Assets or liabilities acquired:
Cash
2,167,579
Trade and other receivables
174,611
Prepayments
466,475
Other assets
332,943
Property, plant and equipment
873,276
Right of use assets
240,035
Trade and other payables
(1,469,976)
Lease liability
(240,035)
Provisions
(664,253)
Customer contracts acquired
4,128,712
Deferred tax liability
(1,031,212)
Net assets acquired
4,978,155
Goodwill acquired
5,234,252
Acquisition-date fair value of the total
consideration transferred
10,212,407
Cash used to acquire business, net of cash
acquired:
-
Acquisition-date fair value of the total
consideration transferred
8,180,000
Less: cash acquired
(2,167,579)
Net cash used
6,012,421
34
Contracted Commitments
The Group’s commitments remain consistent with those noted at 30 June 2023. The Group has no
commitments at 30 June 2024.
64
Vonex Limited
ABN 39 063 074 635
Notes to the Financial Statements
For the Year Ended 30 June 2024
35
Segment Information
The Group has identified its operating segment based on the Group’s service offerings, which represents the one
segment that includes all group services within the telecommunication industry. It is noted that this is a change in the
accounting policy from past financial statements and is reflective of the current nature of the business and structure.
The Group believe this change has no material affect on the financial statements and does not make the
understanding of comparative or prior information with this change difficult or misleading. The comparative data has
been changed to reflect this change in operating segments.
36
Company Details
The registered office and principal place of business of the company
is:
Vonex Limited
Level 6, 303 Coronation Drive
Milton QLD 4064
65
Vonex Limited
ABN 39 063 074 635
Consolidated Entiry Disclosure Statement
As At 30 June 2024
Entity name
Entity type
Place formed/Country
of incorporation
Ownership
interest %
Tax residency
IP Voice and Data Pty Ltd
Body corporate
Australia
100%
Australia
Oper8tor Pty Ltd
Body corporate
Australia
100%
Australia
Vonex Wholesale Pty Ltd
Body corporate
Australia
100%
Australia
Voiteck Pty Ltd
Body corporate
Australia
100%
Australia
Network Technologies (Aust) Pty Ltd
Body corporate
Australia
100%
Australia
Subsidiaries of Voiteck Pty Ltd
Voiteck Mobile Pty Ltd
Body corporate
Australia
100%
Australia
Subsidiaries of IP Voice and Data Pty Ltd
Itrinity Australia Pty Ltd
Body corporate
Australia
100%
Australia
Vonex Limited (the 'head entity') and it's wholly-owned Australian subsidiaries have formed an income tax consolidated
group under the tax consolidation regime.
66
Vonex Limited
ABN 39 063 074 635
Directors' Declaration
The directors of the Company declare that:
1.
the financial statements and notes for the year ended 30 June 2024 are in accordance with the Corporations Act 2001
and:
a.
comply with Accounting Standards, which, as stated in basis of preparation Note 1 to the financial statements,
constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and
b.
give a true and fair view of the financial position and performance of the consolidated group;
2.
the Directors have been given the declarations required by Section 295A or the Corporate Act 2001 that:
a.
the financial records of the Company for the financial year have been properly maintained in accordance with
section 286 of the Corporations Act 2001;
b.
the financial statements and notes for the financial year comply with the Accounting Standards; and
c.
the financial statements and notes for the financial year give a true and fair view.
3.
In the directors' opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable.
4.
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
This declaration is made in accordance with a resolution of the Board of Directors persuant to Section 295 (5)(a) of the
Corporation Act 2001.
6WHSKH:LONV
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$XJXVW
67
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$XJXVWWW
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
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
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 2024, the consolidated statement of
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 material
accounting policies, the consolidated entity disclosure statement 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 2024 and of its financial
performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (including independence standards) (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We 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.
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Material Uncertainty Related to Going Concern
We draw attention to Note 2 in the financial report, which indicates that the Group incurred a net loss of $1,340,113
during the year ended 30 June 2024. As at that date, the consolidated entity had net current liabilities of
$5,011,721 and net liabilities of $3,678,411 respectively. As stated in Note 2, this condition, along with other
matters as set forth in Note 2, 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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our audit addressed this 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.
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 in relation to the Group’s other
intangible assets; and
•
determining the impairment expense to be
recognised, if required.
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 value-
in-use model;
•
Challenging
the
reasonableness
of
key
assumptions used in the value-in-use model;
•
Reviewing sensitivity analysis over the key
assumptions used in the value-in-use model;
•
Reviewing the adequacy and accuracy of the
relevant disclosures in the financial statements;
and
•
Assessing the appropriateness of no 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 2024;
•
Assessing management’s determination of the
useful life of the intangible assets; and
•
Checking the mathematical accuracy of the
amortisation expense of the intangible assets.
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Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2024, 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:
a. the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
b. the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i.
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
ii.
the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the 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/admin/file/content102/c3/ar2_2020.pdf. This
description forms part of our auditor's report.
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Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2024.
In our opinion, the Remuneration Report of Vonex Limited, for the year ended 30 June 2024, complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with 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
Perth, WA
JAMES KOMNINOS
Dated: 14 August 2024
Partner
71
Vonex Limited
ABN 39 063 074 635
Additional Information
For the Year Ended 30 June 2024
SHAREHOLDER INFORMATION (as at 10 October 2024)
(i)
Number of shareholders: 2,245
(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
198
51,558
1,001 – 5,000
508
1,762,732
5,001 – 10,000
444
3,487,664
10,001 – 100,000
863
29,785,272
100,001 – and over
232
326,741,394
Total
2,245
361,828,620
VOTING RIGHTS
Ordinary Shares
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 10 October 2024, shareholders with a relevant interest in 5% or more of the Company’s securities are set out below:
Holder
% Interest
Total Units
Swoop Telecommunications Pty Ltd
19.90
72,000,000
Maxo Telecommunications Pty Ltd + 12223 Pty Ltd
18.44
66,710,352
Bnp Paribas Nominees Pty Ltd
8.62
31,174,127
Jpob Investments Pty Ltd
8.49
30,715,335
Total
55.45
200,599,814
72
Vonex Limited
ABN 39 063 074 635
Additional Information
For the Year Ended 30 June 2024
TOP 20 HOLDERS OF ORDINARY FULLY PAID SHARES (as at 10 October 2024)
Rank
Name
Units
% Units
1
Swoop Telecommunications Pty Ltd
72,000,000
19.90
2
Maxo Telecommunications Pty Ltd
50,830,084
14.05
3
Bnp Paribas Nominees Pty Ltd
31,174,127
8.62
4
Jpob Investments Pty Ltd
30,715,335
8.49
5
12223 Pty Ltd
14,670,268
4.05
6
Jag Capital Invest Pty Ltd
12,400,000
3.43
7
Rissman Super Pty Ltd
5,785,232
1.60
8
Citicorp Nominees Pty Limited
3,951,069
1.09
9
Mr Stavros Patiniotis
3,313,365
0.92
10
Hammerhead Holdings Pty Ltd
3,050,000
0.84
11
Hjav Pty Limited
3,000,000
0.83
12
Mr Declan O'Callaghan
2,367,730
0.65
13
Lateral Consulting (Wa) Pty Ltd
2,239,381
0.62
14
Cowoso Capital Pty Ltd
2,200,000
0.61
15
Cadiz Investments Pty Ltd
2,166,847
0.60
16
Mr Ryan Anthony Spillane
2,000,000
0.55
17
Winbasic Investments Pty Ltd
1,850,000
0.51
18
Bnp Paribas Noms Pty Ltd
1,846,251
0.51
19
Australian Philanthropic + Services Foundation P/L
1,700,000
0.47
20
Mr Declan O'Callaghan + Mrs Barbara O'Callaghan
1,657,412
0.46
Totals: Top 20 Holders of Ordinary Fully Paid Shares
248,917,101
68.79
Total Remaining Holders Balance
112,911,519
31.21
Total Shares on Issue
361,828,620
100.00
UNQUOTED SECURITIES
As at 10 October 2024, the classes of unquoted securities currently on issue are set out below:
Class
Total Units
Performance Rights expiring 20/12/25
8,000,000
Performance Rights Tranche 1
4,824,381
Performance Rights Tranche 2
4,824,381
Performance Rights Tranche 3
4,824,381
Total
22,473,143
73
Vonex Limited
ABN 39 063 074 635
Additional Information
For the Year Ended 30 June 2024
UNQUOTED SECURITIES HOLDERS WITH GREATER THAN 20% OF AN INDIVIDUAL CLASS
As at 10 October 2024, the following classes of unquoted securities had holders with greater than 20% of that class on issue is
set out below.:
Class
% Interest
Performance Rights expiring 20/12/25
- Mr Matthew Brian Michael Fahey
100%
Performance Rights Tranche 1
- Mr Ian Porter
50%
- Mrs Sue Hogan
35%
Performance Rights Tranche 2
- Mr Ian Porter
50%
- Mrs Sue Hogan
35%
Performance Rights Tranche 3
- Mr Ian Porter
50%
- Mrs Sue Hogan
35%
ON-MARKET BUYBACK
As at 10 October 2024, there is no on-market buy-back of the Company’s securities.
SECURITIES SUBJECT TO ESCROW
As at 10 October 2024, securities currently subject to escrow are set out below:
Class
Total Units
Ordinary fully paid shares escrowed until 14/11/2024
218,602
Total
218,602
CORPORATE GOVERNANCE
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://vonex.com.au/corporate-governance
74