2020
Annual Report
Vysarn Limited (ABN 41 124 212 175) and incorporated entities for the financial year ending 30 June 2020
Contents
Corporate Directory
Chairman’s Letter to Shareholders
Managing Director’s Report
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Consolidated Financial Statements
Profit or Loss and Other Comprehensive Income
Financial Position
Changes In Equity
Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Shareholder Information
1
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77
Vysarn Limited (ABN 41 124 212 175) and controlled entities 1
Corporate Directory
Directors
Peter Hutchinson Non-Executive Chairman
Share Registry
Automic Registry Services
James Clement Managing Director and CEO
Level 2, 267 St Georges Terrace
Sheldon Burt Executive Director
Perth, WA 6000
Christopher Brophy Non-Executive Director
Company Secretary
Kyla Garic
Registered Office
108 Outram Street
West Perth, WA 6005
Ph: +61 8 6144 9777
Auditor
Pitcher Partners BA&A Pty Ltd
Level 11, 12-14 The Esplanade
Perth, WA 6000
Bankers
Westpac Banking Corporation
Level 3, Tower Two, Brookfield Place
123 St Georges Tce
Perth, WA 6000
Securities Exchange Listing
ASX Limited
Level 40, Central Park 152-158 St Georges Terrace
Perth, WA 6000
ASX Code: VYS
Vysarn Limited (ABN 41 124 212 175) and controlled entities “Vysarn is now well
positioned to consolidate
its position as a premium
service provider in the
hydrogeological drilling
space as well as delivering
on its growth strategy”
2
Vysarn Limited (ABN 41 124 212 175) and controlled entities Chairman’s Letter
to Shareholders
Dear Shareholder,
It is my pleasure to present the 2020 Annual Report.
This is the first annual report for Vysarn Limited
(Vysarn) since the company completed the re-
capitalisation and re-compliance process, resulting
in the company being re-instated to official
quotation on the Australian Securities Exchange on
9 September 2019.
Vysarn, previously known as MHM Metals Limited,
via its wholly owned subsidiary Pentium Hydro Pty
Ltd acquired certain assets from Ausdrill Northwest
Pty Ltd a subsidiary of Perenti Limited (previously
Ausdrill). These assets comprising ten specialised
water well drill rigs, supporting ancillary equipment
and inventory has enabled the company to become
a specialised service provider in the hydrogeological
drilling space with particular specialisation in dual
rotary drilling for monitoring, production and re-
injection bores for mining industry clients.
In the nine months since relisting, the company
has posted a number of milestones. We have
appointed a highly competent and motivated
Managing Director and a young and enthusiastic
Finance Manager, acquired two more dual rotary
rigs to supplement the fleet and completed a $4
million rights issue to strengthen the balance sheet
in a time of global uncertainty due to COVID-19.
More significantly, during this time Pentium Hydro,
under the stewardship of its highly industry
experienced management team has established
itself, from a standing start, as a profitable
premium provider of production critical services to
the mining industry.
The consolidated group entity produced a statutory
net profit after tax of $4.84 million, with a balance
sheet showing net tangible assets of $24.33 million.
It is pleasing that Vysarn finds itself in a financially
strong position this early in the company’s journey.
Vysarn is now well positioned to consolidate its
position as a premium service provider in the
hydrogeological drilling space as well as delivering
on its growth strategy to become a whole of life
water service provider in the resource sector. This
vision will be delivered by Vysarn’s many talented
and quality people.
I would like to take this opportunity to thank
management and staff for their hard work
and commitment during the first nine months
of operations. In particular, I would like to
acknowledge the efforts of fellow directors Sheldon
Burt and Chris Brophy who were both instrumental
in identifying the assets and the subsequent rebirth
of the company.
On behalf of the Board I would also like to thank
you for your early support and patience. We are
excited about the future and look forward to
meeting you at the company’s upcoming Annual
General Meeting.
Sincerely,
Peter Hutchinson
Chairman
3
Vysarn Limited (ABN 41 124 212 175) and controlled entities “revenue has grown
strongly with full year
revenue from operations
of $11.91 million”
4
Managing Director’s Report
Vysarn Limited (Vysarn or the Company) is reporting
nine months of operations since it was reinstated to
official quotation on the ASX on 9 September 2019.
The Company purchased water well drilling assets
from Ausdrill Northwest Pty Ltd a subsidiary of
Perenti Limited (previously Ausdrill) which enabled
it to become a new entrant in the hydrogeological
drilling space, specifically in the construction of
water bores for mining industry clients.
After an intensive start-up phase the Company was
able to win work with multiple top tier clients and in
turn reach an EBITDA and cash positive position in a
short time frame.
Post the start-up phase, the Vysarn board and
management have worked hard to position the
company as a preferred contractor in the provision
of hydrogeological drilling services, to maximise
the utilisation and returns on company assets and
to prepare the Company for growth.
Financial Performance
Since the Company’s inception in September 2019
Vysarn’s revenue has grown strongly with full year
revenue from operations of $11.91 million. First half
revenue from operations of $1.78 million reflected
the Company’s start-up phase and second
half revenue from operations of $10.13 million
reflected the Company’s rapid establishment as
a premier service provider to the mining industry.
As anticipated, the majority of operational revenue
was generated in the June quarter of 2020 as rig
utilisation increased and operational systems,
processes and workforces were bedded down. The
Company continued to progress to a steady state of
rig utilisation with seven (7) rigs utilised at year end.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Managing Director’s Report for the Year Ended 30 June 2020
5
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Other income of $7.38 million, which was
primarily comprised of a $7.18 million gain on
bargain purchase, resulting from the difference
between the price paid for the assets, pursuant
to the Asset Sale Agreement and the Market
Value of same (refer to note 25 in the Appendix
4E), produced a total Company revenue of $19.29
million for the full financial year. Of further
note included in Expenses are share based
payments and transaction costs associated
with the relisting of the Company’s securities in
September 2019 amounting to $2.09 million.
As indicated in the first half presentation released
to the ASX on 28 February 2020, maintainable
corporate overheads (excluding interest and
depreciation) were estimated to be approximately
$360k per month for the second half. Pleasingly,
maintainable corporate overheads settled at circa
$315k per month which management anticipates
will remain stable for the remainder of the
calendar year and during the further ramp up of rig
fleet utilisation.
Earnings Before Interest, Tax, Depreciation and
Amortisation (EBITDA) were $6.03 million and Net
Profit After Tax (NPAT) was $4.84 million for the
12 months to 30 June 2020. NPAT included an
income tax benefit of $2.36 million.
The Company’s balance sheet shows Net Tangible
Assets of $24.33 million and Net Current Assets of
$7.10 million. Cash and Cash Equivalents at Balance
Sheet date of 30 June 2020 was $9.71 million.
Of note, after going through the significant start-up
phase, the Company was able to generate net
cash from operating activities of $1.99 million
within the first financial year results period.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Managing Director’s Report for the Year Ended 30 June 2020
Managing Director’s Report
Operational Update
Since the reinstatement to the ASX in September
2019 the Company has quickly moved through
the start-up phase and has scaled up to position
itself as a premier service provider to the mining
industry. The first financial year of operations
encompassed key milestone such as:
V the purchase of the drilling assets and inventory
from Perenti Ltd (previously Ausdrill);
V the establishment of Vysarn’s wholly owned
subsidiary Pentium Hydro Pty Ltd;
V the hiring of a 55 person strong team
across operations management and drilling
contractors;
V the appointment of a group CEO and finance
manager;
V nimble management of COVID-19 implications;
V accounting, inventory and business systems put
in place;
V safety management systems put in place;
V the award of major contracts to provide water
well construction services;
V the subsequent peak deployment of 8 out of 10
purchased drill rigs;
6
V the purchase of 2 more drill rigs from New
Zealand;
V the launch of Pentium Hydro’s ISO accreditation
process; and
V completing a $4 million rights issue to
strengthen the balance sheet and to provide
optionality for the ongoing management of debt
and growth initiatives.
During Vysarn’s first financial year the Company
was able to win Master Service Agreements with
Fortescue Metals Group, Roy Hill Iron Ore and
Hancock Prospecting, as well as one off scope of
work contracts with Iluka Resources, Newcrest
Mining, AngloGold Ashanti and Atlas Iron. These
contracts were supplemented with a multi-rig dry
hire contract with Easternwell Minerals.
Execution of these contracts has enabled the
bedding down of the hydrogeological drilling
business and the quick establishment of a
reputation within industry of being able to provide
solutions to execute challenging scopes of work.
This performance for clients has enabled the
Company to renew contractual terms for our
services moving forward into FY2021.
Like all businesses globally and within Australia the
spread of COVID-19 early in the calendar year 2020
proved challenging. While business conditions in
the Australian resource sector remained resilient,
the management of protecting staff health and the
onerous logistical protocols in staff movements
to remote locations added additional costs to
the business. The collegiate response from the
board, staff, contractors and clients to tackle the
COVID-19 situation together was admirable.
On the back of COVID-19 and the subsequent
global economic uncertainty, the board prudently
conducted a rights issue to raise $4 million to
strengthen the Balance Sheet. The rights issue was
strongly supported by the Company’s shareholder
base which has now provided Vysarn with multiple
options in either preparing for further COVID-19
related shocks, debt management or funding a
multitude of growth options. Consequently, the
Balance Sheet is strong.
Organic growth options in the Company’s core
business continued to present themselves in
the financial year. As such, the board took the
opportunity to purchase two second-hand dual
rotary drill rigs out of New Zealand. While the
procurement of new drill rigs is possible, the
cost and lead time to bring new rigs to Australia
is prohibitive at this juncture of the Company’s
lifecycle.
Pentium Hydro started the ISO accreditation
process in occupational health and safety
management systems (ISO 45001:2018), quality
management systems (ISO 9001:2015) and
environmental management systems (ISO
14001:2015) in the financial year with completion
expected by December 2020. This will enable
the Company to position itself as a preferred
contractor for all tiers of current and prospective
clients across multiple industry sectors requiring
hydrogeological drilling services.
Commitment to Safety
Safety for our staff and clients is the bedrock of
the Company’s operations. A substantial amount of
work was completed by our operations team in the
writing, training and implementation of the group
safety management systems. This work culminated
in a Verification of Competency rate of more than
80% across all staff in FY2020 despite the rapid and
ongoing growth in the workforce headcount. Lost
Time Injuries were zero for the period.
The board and management of the Company
continue to view safety as an ongoing key
operational focus which requires a culture of
constant improvement in safety management
systems and performance. While the Company
has made great progress in this area the Company
considers safety as a job that is never complete.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Managing Director’s Report for the Year Ended 30 June 2020
Managing Director’s Report
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Outlook and Strategy
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The hydrogeological drilling sector is looking
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promising for the foreseeable future and there
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continues to be strong demand for the Company’s
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assets and services. Management is of the view
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that one of the major impediments to production
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in the resource sector, particularly iron ore, is the
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abundance of ground water.
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Management anticipates that subject to
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maintaining the Company’s current contracts and
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winning a range of upcoming tenders, that the
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majority of the drill rig fleet will be deployed and
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utilised within FY2021. The drill rigs purchased
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from New Zealand arrived in Fremantle, Western
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Australia in the first week of September 2020 and
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are currently being prepared for rig readiness for
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first quarter calendar year 2021.
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While FY2020 EBITDA of $6.03 million was
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primarily contributed to by a gain on bargain
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purchase, management anticipates that subject
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to rig utilisation, the Company will exceed
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this financial performance from operational
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earnings in FY2021. Management also anticipate
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that a material outperformance of this EBITDA
benchmark is possible if several earmarked multi-
rig, multi-year contracts are won leading into the
June half of FY2021.
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Exclusive to drilling, the board has ascertained that
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there is a genuine business case for developing
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the current business into a vertically integrated
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whole of life water service provider. The board
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is currently reviewing several opportunities both
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organically and via acquisition. These opportunities
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encompass minor bolt-on services through to
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company transformational acquisitions.
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The vertical integration strategy also extends to
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diluting concentration risk associated with having
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all the Company’s current revenue generated
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within the resource sector. The board and
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management are therefore focussed on extending
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the water service strategy across other sectors
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such as government and agriculture.
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Vysarn is well positioned entering the new
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financial year with a strong Balance Sheet, a
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strong management team and board, and a skilled
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workforce. The Company will continue to keenly
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focus on improving the operational and financial
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performance of the core business while seeking
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growth opportunities that deliver long term,
sustainable value for shareholders.
7
“After going through the
significant start-up phase, the
Company was able to generate
net cash from operating
activities of $1.99 million”
Vysarn Limited (ABN 41 124 212 175) and controlled entities 8
“The Acquisition of the Ausdrill
Assets underpins the Company’s aim
to become a significant provider of
production critical services”
Vysarn Limited (ABN 41 124 212 175) and controlled entities Directors’ Report
FOR THE YEAR ENDED 30 JUNE 2020
The Directors present their report together with the consolidated financial statements of Vysarn Limited
(“the Company”) and its controlled entity (“the Group”) for the financial year ended 30 June 2020 and
auditor’s report thereon.
1. Directors
The names and the particulars of the Directors of the Company during the year and to the date
of this report are:
Name
Status
Appointed
Resigned
Peter Hutchinson
Chairman
27 October 2017
James Clement
Managing Director and CEO
3 February 2020
Sheldon Burt
Executive Director
15 May 2019
-
-
-
Christopher Brophy
Executive Director
15 May 2019
28 October 2019
Christopher Brophy
Non-Executive Director
28 October 2019
-
Faldi Ismail
Non-Executive Director
20 December 2016
29 August 2019
Nicholas Young
Non-Executive Director
20 December 2016
29 August 2019
9
2. Significant Changes in
State of Affairs
The Company has undertaken a significant change
in the nature and scale of its activities during the
year through the completion of a transaction with
Ausdrill Northwest Pty Ltd (“Ausdrill”), under which
it acquired waterwell drilling assets and associated
inventory from Ausdrill (“Ausdrill Assets”) for cash
payment of $16 million (“Transaction”).
On 28 August 2019 the Company issued 7,800,000
shares to the vendors of Pentium Hydro Pty Ltd
(“Pentium Hydro”) as consideration for all of the
issued capital of Pentium Hydro, at which point
Pentium Hydro became a controlled entity of
the Company. On 29 August 2019 the Company
completed the Transaction with Ausdrill via its
wholly owned subsidiary Pentium Hydro. Refer to
the Notes below for further information.
The Acquisition of the Ausdrill Assets underpins
the Company’s aim to become a significant
provider of production critical services and
solutions to the resources, construction and
utilities industries. Following completion of the
Transaction, the Company has focused on its
business and growth strategy, which will include
both organic growth through further utilisation
of the Ausdrill Assets, as well as growth through
acquisition as the Company seeks opportunities to
complement and expand its service offering.
Further, as at 30 June 2019, the Company had
accumulated losses of $22,988,151 from it’s
previous operating activities. On 27 August
2020, the Board of Directors resolved to reduce
the Company’s share capital by $22,988,151, in
accordance with section 258F or the Corporations
Act 2001, reducing accumulated losses deemed
to be of a permanent nature by the same
amount. There is no impact on shareholders from
the capital reduction as no shares have been
cancelled or rights varied, and there is no change
in the net asset position of the Company. There is
also no impact on the availability of the Company’s
tax losses from this capital reduction.
3. Dividends Paid or
Recommended
There were no dividends paid, recommended or
declared during the current or previous financial year.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Directors’ Report for the Year Ended 30 June 2020
10
4. Review of Operations
This is the first annual report from the Company
since it was reinstated on the ASX on 9 September
2019 and commenced operations. The Company
is pleased to welcome both new and existing
shareholders.
The Acquisition of the Ausdrill Assets during the
period underpins the Company’s aim to become a
significant provider of production critical services
and solutions to the resources, construction and
utilities industries. Following completion of the
Transaction, the Company has focused on its
business and growth strategy, which has and will
continue to include both organic and acquisition
growth as the Company seeks opportunities to
complement and expand its service offering.
Pentium Hydro, the Company’s sole wholly
owned subsidiary, is a dedicated hydrogeological,
dewatering and conventional drilling business,
with a large fleet of state-of-the-art drill rig
suites. Pentium Hydro has grown rapidly since
commencing operational trading in September
2019 and continues to grow its client base,
servicing well known mining companies and
contractors at Tier 1 to 3 Level. Pleasingly, the
Company continues to receive strong and growing
demand from major mining and mining service
companies.
Since commencement, the Group has employed
high quality employees who have many years
of hydrogeological borefield and construction
services experience.
The Company is excited by the opportunity to
build a strong, profitable business servicing
multiple industries. The Group is well positioned
for future growth and will be seeking to deliver on
its growth strategy through ongoing investments in
the resources, construction and utilities industries
and it’s high quality people.
5. Likely Developments
The Company will continue to pursue new contract
opportunities in Australia for its hydrogeological
and dewatering business activities.
6. Financial Performance
The profit for the Company after providing for
income tax amounted to $4,835,295 (30 June 2019:
Loss of $483,826).
Working capital, being current assets less
current liabilities, was $7,104,260 (30 June 2019:
$6,924,146). The Company had positive cash flows
from operating activities for the year amounting
to $1,989,299 (2019: negative cash flows from
operating activities of $422,620).
Revenue for the year ended 30 June 2020 was
$11.9 million (2019: $0.16 million). The strong growth
was generated primarily from commencement of
activities in September 2019 and obtaining new
waterwell drilling contracts.
The table below provides a comparison of the key
results for the year ended 30 June 2020 to the
preceding year ended 30 June 2019:
30-June
2020
($)
30-June
2019
($)
Statement of Profit or Loss
Revenue from
operations
11,912,589
163,459
Reported profit / (loss)
after tax
4,835,295
(483,826)
Statement of Financial Position
Net Assets
Total Assets
Cash and cash
equivalents
24,334,908
6,924,146
40,861,623
7,034,638
9,706,113
6,983,931
7. Principal Activities
The Company currently operates a hydrogeological
and dewatering drilling business; Pentium Hydro,
located at a number of mine sites across WA.
The Acquisition of the Ausdrill Assets underpins the
Company’s aim to become a significant provider
of production critical services and solutions to the
resources, construction and utilities industries.
8. Event Subsequent to
Reporting Date
There is no other matter or circumstance that has
arisen since 30 June 2020 that has significantly
affected, or may significantly affect the Company’s
operations, the results of those operations, or the
Company’s state of affairs in future financial years.
9. Industry and Geographic
Exposures
The Company is exposed to the Australian mining
industry. On a geographic basis, the Company is
predominantly exposed to Western Australia.
10. Environmental Regulation
In the normal course of business, there are no
environmental regulations or requirements that
the Company is currently subject to.
Vysarn Limited (ABN 41 124 212 175) and controlled entities 11. Information on Directors & Company Secretary
Directors’ Report for the Year Ended 30 June 2020
Peter Hutchinson
Chairman (Appointed 27 October 2017)
Experience and Expertise
Mr Hutchinson holds a Bachelor of Commerce
(UWA) and is a Fellow of both the Australian
Institute of Company Directors and Certified
Practicing Accountants. Mr Hutchinson has at the
most senior level managed a diverse portfolio
of investments in manufacturing, engineering,
construction and property over a 30-year period.
Mr Hutchinson was a Non-Executive Director of
Zeta Resources (formerly Kumarina Resources
Ltd). Mr Hutchinson was the founding director of
ASX listed Forge Group Ltd, floated in 2007 with a
market capitalisation of $12m and reaching over
$450m at the time of Mr Hutchinson’s resignation as
CEO and final sell down in July 2012. More recently
Mr Hutchinson has chaired ASX listed company
Resource Equipment Ltd and was the founding
shareholder and Chairman of Mareterram Ltd, both
the subject of successful takeover bids at significant
premiums to market prices.
Mr Hutchinson has substantial experience in
mergers and acquisitions, prospectus preparation,
ASX listing, compliance and corporate governance,
company secretarial requirements and exit
strategies, and has been a Member of Audit,
Remuneration and Nomination Committees, often
as Chairman.
Other current listed directorships
N/A
Former listed directorships (last 3 years)
Mareterram Limited (ceased 23 November 2017)
Interests in shares
56,000,000 fully paid ordinary shares
Interests in options
10,000,000 options
11
James Clement
Managing Director and CEO
(appointed 3 February 2020)
Experience and Expertise
Mr Clement holds a Master of Business
Administration, a Bachelor of Science, a Graduate
Diploma of Agribusiness, a Graduate Certificate in
Applied Finance and is a Graduate of the Australian
Institute of Company Directors. He is an experienced
ASX company director with a demonstrated history
of successfully managing and leading businesses
in the finance and agribusiness industries. He is
skilled in strategy, cultural change, team building,
management, and mergers & acquisitions.
Prior to his appointment at Vysarn Ltd, Mr Clement
was previously the Managing Director and CEO of
sustainable agricultural company Mareterram Ltd.
He led the cornerstone asset acquisitions, the ASX
listing of the company and its subsequent successful
takeover at a significant premium to the market price.
Mr Clement is currently a director of the Fremantle
Football Club and is a past director and vice chairman
of the Western Australia Fishing Industry Council.
He also has over a decade of experience in finance
and investment during his time as an institutional
dealer and retail fund manager for financial service
companies specialising in Western Australian small
cap industrial and resource companies..
Other current listed directorships:
N/A
Former listed directorships (last 3 years)
Mareterram Limited (ceased 15 April 2019)
Interests in shares
13,366,315 fully paid ordinary shares
Interest in options
10,000,000 options
Interest in performance rights
5,000,000 performance rights
Vysarn Limited (ABN 41 124 212 175) and controlled entities Directors’ Report for the Year Ended 30 June 2020
11. Information on Directors & Company Secretary continued…
Sheldon Burt
Faldi Ismail
Executive Director (appointed 15 May 2019)
Experience and Expertise
Mr Burt is a drilling industry professional with over
30-years national and international experience. He
started his career as a Drillers Offsider in 1986 and
has held many differing roles over the years which
include field based, operational, senior management,
executive management and company ownership.
Mr Burt’s international experience extends from
South East Asia to the Middle East and West Africa.
In 2004 he co-founded and was the Managing
Director of SBD Drilling, a Perth based exploration
drilling company with successful operations in
Australia and West Africa, before selling in July 2011.
More recently Mr Burt was General Manager
of Easternwell Minerals, a subsidiary of
Broadspectrum (formerly Transfield Services Ltd), a
position he held for 6-years.
Other current listed directorships
N/A
Former Non-Executive Director
(resigned 29 August 2019)
Experience and Expertise
Mr Ismail has significant experience working as a
corporate advisor specialising in the restructure and
recapitalisation of various of ASX listed companies
having many years of investment banking
experience covering a wide range of sectors. Mr
Ismail has significant cross border experience,
having advised on numerous overseas transactions
including capital raisings, structuring of acquisitions
and joint ventures in numerous countries.
Other current directorships
Ookami Limited
Former directorships (last 3 years)
Dotz Nano Limited (ceased 1 February 2018)
Flamingo AL Limited (ceased 27 June 2017)
Quantify Technology Holdings Limited (ceased 1
March 2017)
Former listed directorships (last 3 years)
N/A
TV2U International Limited (ceased 21 October
2016)
12
Interests in shares
6,117,315
Interest in performance rights
5,000,000
Interests in shares
N/A
Nicholas Young
Christopher Brophy
Non-Executive Director (appointed 15 May 2019)
Experience and Expertise
Mr Brophy is an accomplished business leader
with 15+ years of senior leadership and consulting
experience with the Mining, Oil & Gas and
Infrastructure industries. Mr Brophy is a specialist in
strategy, portfolio growth, financial and operational
restructuring.
Mr Brophy currently holds the role of CEO for
OnContrator and prior to this was Maintenance
Service Director for the TRACE JV and Woodside
Offshore Portfolio Manager Boardspectrum.
Mr Brophy holds a Master of Business
Administration, a Masters of Science in Mineral
and Energy Economics and is a member of the
Australian Institute of Company Directors (MAICD).
Other current listed directorships
N/A
Former listed directorships (last 3 years)
N/A
Former Non-Executive Director
(resigned 29 August 2019)
Experience and Expertise
Mr Young holds a Bachelor of Commerce, majoring
in Accounting and Finance, is a Chartered
Accountant and has completed the Insolvency
Education Program at the Australian Restructuring
Insolvency and Turnaround Association. Mr
Young commenced his career in the Corporate
Restructuring division of an accounting firm
and has gained valuable experience in Australia
and Southern Africa, across a wide range of
industries, including mining and exploration, mining
services, renewable energy, professional services,
manufacturing and transport. Mr Young has been
involved in the recapitalisation and transformation
of various ASX-listed companies.
Other current directorships
Bunji Corporation Limited
Former directorships (last 3 years)
Raiden Resources Limited (ceased 25 March
2019)
Calidus Resources Limited (ceased 13 June 2017)
Interests in shares
2,925,000
Interests in shares
N/A
Vysarn Limited (ABN 41 124 212 175) and controlled entities Directors’ Report for the Year Ended 30 June 2020
11. Information on Directors & Company Secretary continued…
Kyla Garic
Company Secretary
(appointed 15 November 2017)
Experience and Expertise
Ms Garic is a Chartered Accountant and Director of Onyx Corporate. Onyx Corporate provides financial
reporting, accounting, company secretarial and other services primarily to ASX listed companies. Ms Garic has
acted as a non-executive Director and Company Secretary for a number of ASX listed companies.
12. Meetings of Directors
The number of meetings of the Company’s Board of Directors (‘the Board’) held during the year ended 30
June 2020, and the number of meetings attended by each Director is set out below:
Director
Board Meetings
Audit Committee
Meetings
Remuneration
Committee Meetings
Held
Attended
Held
Attended
Held
Attended
Peter Hutchinson
James Clement
Sheldon Burt
Chris Brophy
Nicholas Young
Faldi Ismail
16
7
16
16
3
3
16
7
16
15
3
3
1
1
1
1
0
0
1
1
1
1
0
0
1
1
1
1
0
0
1
1
1
1
0
0
Held: Represents the number of meetings held during the time the Directors held office.
Given the size of the Company, the full Board of Directors fulfilled the role required for the Audit and Remuneration
Committees. There are no separate committees and all matters are dealt with by the full Board.
13
13. Indemnity and Insurance
of Officers
apportion the premium between amounts relating
to the insurance against legal costs and those
relating to other liabilities.
To the extent permitted by law, the Company has
indemnified the Directors and executives of the
Company for costs incurred, in their capacity as a
Director or executive, for which they may be held
personally liable.
During the financial year, the Company paid
a premium in respect of a contract to insure
the Directors and executives of the Company
against a liability to the extent permitted by the
Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of the liability
and the amount of the premium.
The liabilities insured are legal costs that may be
incurred in defending civil or criminal proceedings
that may be brought against the officers in their
capacity as officers in the Company, and any other
payments arising from liabilities incurred by the
officers in connection with such proceedings. This
does not include such liabilities that arise from
conduct involving a wilful breach of duty by the
officers or the improper use by the officers of
their position or of information to gain advantage
for themselves or someone else or to cause
detriment to the Company. It is not possible to
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.
14. Shares Under Option
At 30 June 2020, the unissued ordinary shares of
the Company under options are as follows:
Grant Date
Expiration
Date
Exercise
Price
($)
Number
Under
Option
05-Jul-19
05-Jul-24
0.054
10,000,000
03-Feb-20
05-Jul-23
0.075
5,000,000
03-Feb-20
05-Jul-24
0.075
5,000,000
Total
-
-
20,000,000
No shares have been issued during or since the
year end as a result of the exercise of options.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Directors’ Report for the Year Ended 30 June 2020
14
15. Shares Under Performance Rights
At 30 June 2020, the unissued ordinary shares of the Company under performance rights are as follows:
Grant Date
Date of Vesting
Vesting Conditions
Number Under
Performance Rights
28-Aug-19
30-Jun-22
Employment and cumulative EPS condition
28-Aug-19
30-Jun-23
Employment and cumulative EPS condition
28-Aug-19
30-Jun-24
Employment and cumulative EPS condition
30-Jan-20
30-Jun-22
Employment and cumulative EPS condition
30-Jan-20
30-Jun-23
Employment and cumulative EPS condition
30-Jan-20
30-Jun-24
Employment and cumulative EPS condition
Total
1,666,666
1,666,666
1,666,668
1,666,666
1,666,666
1,666,668
10,000,000
16. Proceedings on Behalf
of the Company
No person has applied to the Court under section
237 of the Corporations Act 2001 for leave to
bring proceedings on behalf of the Company,
or to intervene in any proceedings to which the
Company is a party for the purpose of taking
responsibility on behalf of the Company for all or
part of those proceedings.
17. Non-Audit Services
The Company may decide to employ the auditor
on assignments in addition to their statutory
audit duties where the auditor’s expertise and
experience with the Company are important. Non-
audit services provided during the financial year
by the auditor are detailed below. The Directors
are satisfied that the provision of non-audit
services is compatible with the general standard
of independence for auditors imposed by the
Corporations Acts 2001.
30-June-
20
$
30-June-
19
$
In the event that non-audit services are provided
by Pitcher Partners BA&A Pty Ltd or related entities,
the Board has established certain procedures to
ensure that the provision of non-audit services
are compatible with, and do not compromise,
the auditors independence requirement of the
Corporation Act 2001. These procedures include:
V Non-audit services will be subject to the
corporate governance procedures adopted by
the Company and will be reviewed by the Board
to ensure they do not impact the integrity and
objectivity of the auditor and other general
principles to independence as set out in APES
110 Code of Ethics for Professional Accountants
(including Independence Standards); and
V Ensuring non-audit services do not involve
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 risks and
rewards.
V Decision on non-audit services were decided
upon by the full Board in the absence of any
audit committee meetings.
18. Auditor’s Independence
Amount paid/payable to Pitcher Partners BA&A Pty
Ltd or related entities for non-audit services
Declaration
Pitcher Partners
Accountants & Advisors
WA Pty Ltd – Taxation
compliance services
Total auditors’
remuneration for non-
audit services
19,669
4,555
19,669
4,555
The auditor’s independence declaration as
required under section 307C of the Corporations
Act 2001 (Cth) for the year ended 30 June 2020
has been received and can be found on page 27 of
the financial report.
19. Rounding of Amounts
In accordance with ASIC Corporations (Rounding in
Financial/Director’s Reports) Instrument 2016/191,
the amounts in the Directors’ report and in the
financial report have been rounded to the nearest
$1 (where rounding is applicable).
Vysarn Limited (ABN 41 124 212 175) and controlled entities Remuneration Report
(Audited)
The remuneration report for the year ended 30 June 2020 outlines the remuneration arrangement of the
Company in accordance with the requirements of the Corporations Act 2001 (Cth), as amended (the Act)
and its regulations. This information has been audited, as required by section 308(3C) of the Act.
The remuneration report is set out under the
following main headings:
1. Introduction
2. Remuneration governance
3. Executive remuneration arrangement
4. Non-Executive Director fee arrangement
5. Details of remuneration
6. Share-based compensation
7. Loans to Directors and executives
8. Other transactions and balances with KMP and
their related parties
9. Key performance indicators of the Company
over the last 5 years
Details of the nature and amount of each
element of the remuneration of each of the Key
Management Personnel (“KMP”) of the Company
(the Directors and executives) for the year ended
30 June 2020 are set out below:
Key Management Personnel covered under this
report are as follows:
Name
Status
Appointed
Resigned
Peter Hutchinson
Chairman
27 October 2017
James Clement
Managing Director and CEO
3 February 2020
Sheldon Burt
Executive Director
Christopher Brophy
Executive Director
15 May 2019
15 May 2019
-
-
-
28 October 2019
Christopher Brophy
Non-Executive Director
28 October 2019
-
Faldi Ismail
Non-Executive Director
20 December 2016
29 August 2019
Nicholas Young
Non-Executive Director
20 December 2016
29 August 2019
15
Introduction
1.
KMP have authority and responsibility for planning,
directing and controlling the major activities of the
Group. KMP comprise the Directors of the Company.
Compensation levels for KMP are competitively
set to attract and retain appropriately qualified
and experienced Directors and executives. The
Board may seek independent advice on the
appropriateness of compensation packages,
given the trend in comparative companies both
locally and internationally and objectives of the
Company’s compensation strategy.
Principles used to determine the nature
and amount of remuneration
The objective of the Company’s executive reward
framework is to ensure reward for performance
is competitive and appropriate for the results
delivered. The framework aligns executive reward
with the achievement of strategic objectives and
the creation of value for shareholders, and it is
considered to conform to the market best practice
for the delivery of reward. The Board of Directors
(“the Board”) ensures that executive reward
satisfies the following key criteria for good reward
governance practices:
V Competitiveness and reasonableness;
V Acceptability to shareholders;
V Performance linkage/alignment of executive
compensation;
V Transparency; and
V Capital management.
The Board is responsible for determining and
reviewing remuneration arrangements for its
Directors and executives. The performance of the
Company depends on the quality of its Directors
Vysarn Limited (ABN 41 124 212 175) and controlled entities Remuneration Report (Audited)
1. Introduction continued…
and executives. The remuneration philosophy is
to attract, motivate and retain high performing
and high-quality personnel. The Company has
structured a market competitive executive
remuneration framework. The reward framework is
designed to align executive reward to shareholders’
interests.
The Board has considered that it should seek to
enhance shareholders’ interests by:
V Focusing on shareholder value and returns; and
V Attracting and retaining high caliber executives.
V Additionally, the reward framework should seek
to enhance executives’ interests by:
3. Executive Remuneration
Arrangement
The compensation structures are designed to
attract suitably qualified candidates, reward the
achievement of strategic objectives, and achieve
the broader outcome of creation of value for
shareholders. Compensation packages may
include a mix of fixed compensation, equity-based
compensation, as well as employer contributions
to superannuation funds. Shares and options may
only be issued to Directors subject to approval by
shareholders in a general meeting.
The compensation structures take into account:
V Rewarding capability and experience;
V The capability and experience of the executive;
V Reflecting a competitive reward for contribution
V The executive’s ability to control the relevant
to growth in shareholder wealth;
segment’s performance; and
V Providing a clear structure for earning rewards;
V The Company’s performance including:
and
V Providing recognition for contribution.
2. Remuneration Governance
The Directors believe the Company is not
currently of a size nor are its affairs of such
complexity as to warrant the establishment of a
separate remuneration committee. Accordingly,
all remuneration matters are considered by the
full Board of Directors, in accordance with a
nomination and remuneration committee charter.
During the financial year, the Company did not
engage any remuneration consultants.
16
V The Company’s earnings; and
V The growth in share price and delivering
constant returns on shareholder wealth.
The short-term incentives (“STI”) program is
designed to align the targets of the business
units with the performance hurdles of executives.
STI payments are granted to executives based
on specific annual targets and key performance
indicators (“KPI’s”) being achieved. KPI’s include
profit contribution, customer satisfaction,
leadership contribution and product management.
The long-term incentives (“LTI”) include long
service leave and share-based payments. Shares
are awarded to executives based on long-term
incentive measures. These include increase in
shareholders’ value relative to the entire market.
The Board reviewed the long-term equity-linked
performance incentives specifically for executives
during the year ended 30 June 2020.
Consolidated Entity Performance and Link
to Remuneration
Remuneration for certain individuals is directly
linked to the performance of the Company. A
portion of cash bonus and incentive payments,
including performance rights, are dependent on
defined earnings per share targets being met. The
remaining portion of the cash bonus and incentive
payments are at the discretion of the Board.
The Board is of the opinion that the continued
improved results can be attributed in part to the
adoption of performance-based compensation
and is satisfied that this improvement will
continue to increase shareholder wealth if
maintained over the coming years.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Remuneration Report (Audited)
3. Executive Remuneration Arrangement continued…
Voting and comments made at the company’s 2019 Annual General Meeting (“AGM”)
The Company received more than 99% of “yes” votes on its remuneration report for the 2019 financial
year. The Company did not receive any specific feedback at the AGM or throughout the year on its
remuneration practices.
The key terms of Mr Burt and Mr Clement’s agreements are set out below;
James Clement
Managing Director and CEO
(a) Term of agreement: commencing 3 February
2020 with indefinite duration.
(b) Remuneration:
(i) a base salary of $350,000 per annum,
including mandatory superannuation
contributions;
(ii) a short-term incentive of up to $100,000
per annum, subject to the achievement
of certain short-term incentive key
performance indicators; and
(iii) a long-term incentive being the issue
of 5,000,000 performance rights and
10,000,000 options upon commencement.
(c) General termination:
the agreement can be terminated:
(i) by either party for no reason by giving
3 months’ notice in writing to the other
party; and
(iii) by the Company effective immediately in
the event the executive Director is guilty of
gross misconduct, becomes bankrupt or
insolvent, is convicted of a criminal offence
or other similar grounds.
(d) Termination on material diminution: an
executive Director can terminate the agreement
if he suffers material diminution in his status or
position in the Company. If this occurs:
(i) within 2 years of employment, the
Company will pay the executive Director
an amount equal to 3 months base salary,
and 50% of the performance rights held by
him shall vest subject to any restrictions
the Board may impose; and
(ii) after 2 years of employment, the Company
will pay the executive Director an amount
equal to 3 months base salary, and all of
the performance rights held by him shall
vest subject to any restrictions by the
Board may impose.
(ii) by the Company effective immediately in
the event the executive Director is guilty of
gross misconduct, becomes bankrupt or
insolvent, is convicted of a criminal offence
or other similar grounds.
Chris Brophy
Executive Director (resigned 28 October 2019,
transitioning into role of non-executive Director)
(a) Term of agreement: commencing 29 August
2020 with indefinite duration.
Sheldon Burt
Executive Director
(a) Term of agreement: commencing 29 August
2020 with indefinite duration.
(b) Remuneration:
(i) a base salary of $300,000 per annum,
including mandatory superannuation
contributions;
(ii) a short-term incentive of up to $150,000
per annum, subject to the achievement
of certain short-term incentive key
performance indicators; and
(iii) a long-term incentive being the issue of
5,000,000 performance rights.
(c) General termination: the agreement can be
terminated:
(i) by either party for no reason by giving
3 months’ notice in writing to the other
party;
(ii) by the executive Director if the Company
breaches the agreement and does not
remedy the breach within 10 business days
on notice of breach; and
(b) Remuneration:
(i) a base salary of $300,000 per annum,
including mandatory superannuation
contributions;
(ii) a short-term incentive of up to $150,000
per annum, subject to the achievement
of certain short-term incentive key
performance indicators; and
(iii) a long-term incentive being the issue of
5,000,000 performance rights.
(c) General termination: the agreement can be
terminated:
(i) by either party for no reason by giving 3
months’ notice in writing to the other party;
(ii) by the executive Director if the Company
breaches the agreement and does not
remedy the breach within 10 business days
on notice of breach; and
(iii) by the Company effective immediately in
the event the executive Director is guilty of
gross misconduct, becomes bankrupt or
insolvent, is convicted of a criminal offence
or other similar grounds.
17
Vysarn Limited (ABN 41 124 212 175) and controlled entities Remuneration Report (Audited)
3. Executive Remuneration Arrangement continued…
(d) Termination on material diminution: an
executive Director can terminate the
agreement if he suffers material diminution in
his status or position in the Company. If this
occurs:
(i) within 2 years of employment, the
Company will pay the executive Director
an amount equal to 3 months base salary,
and 50% of the performance rights held by
him shall vest subject to any restrictions
the Board may impose; and
(ii) after 2 years of employment, the Company
will pay the executive Director an amount
equal to 3 months base salary, and all of
the performance rights held by him shall
vest subject to any restrictions by the
Board may impose.
4. Non-Executive Director
Fee Arrangement
Fees and payments to non-executive Directors
reflect the demands and responsibilities of their
role. Non-executive Directors’ fees and payments
are reviewed annually by the Board. The Board
may, from time to time, receive advice from
independent remuneration consultants to ensure
non-executive Directors’ fees and payments
are appropriate and in line with the market. The
Chairman’s fees are determined independently to
the fees of other non-executive Directors based
on comparative roles in the external market. The
Chairman is not present at any discussions relating
to the determination of his own remuneration.
The maximum aggregate amount of fees that
can be paid to non-executive Directors is
presently limited to an aggregate of $200,000 per
annum and any change in subject to approval
by shareholder at the general meeting. Fees for
non-executive Directors are not linked to the
performance of the Company.
The table below summarises the annual fees
payable to non-executive Directors for the 2020
financial year (inclusive of superannuation):
18
Board Fees – per annum
Chair 1
Non-Executive Directors
1. Commencing 1 March 2020
Board
$
42,000
30,000
Committee
$
-
-
Total
$
42,000
30,000
Non-executive Directors may be reimbursed for expenses reasonably incurred in attending to the
Company’s affairs. Non-executive Directors do not receive retirement benefits. The Company or the
non-executive Directors can terminate the above arrangements at any time upon written notice being
provided, with no minimum notice period applicable.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Remuneration Report (Audited)
5. Details of Remuneration
Details of the remuneration of key management personnel of the Company are set out in the following
tables.
Short-term benefits
Post-
employment
Equity
Short-term
Salary,
Fees &
Commissions
STI cash
bonus
Non-
monetary
benefits
Other
employee
benefits
Post-employment
Superannuation
Share-based
payments
Total
2020
$
Chairman
Peter Hutchinson4
12,785
$
-
$
-
Executive Directors
James Clement1
137,082
25,000
6,118
Sheldon Burt2
258,498
75,000
Christopher Brophy3
147,500
Non-Executive Director
Christopher Brophy3
9,132
Former Directors
Faldi Ismail5
Nicholas Young5
-
-
-
-
-
-
-
-
-
-
-
Total
564,997
100,000
6,118
$
-
-
-
-
-
-
-
-
$
$
$
1,215
1,078,000
1,092,000
8,751
17,615
3,613
868
-
-
123,000
299,952
-
-
-
351,113
151,113
10,000
229,500
229,500
229,500
229,500
19
32,062
1,660,000
2,363,178
1. The amount of $6,118 disclosed as a non-monetary benefit for Mr Clement is a salary sacrificed amount pertaining
to a novated lease on a motor vehicle. The STI of $25,000 is a cash incentive payable on accomplishment of
certain role-specific, financial and non-financial measures determined by the Board and remained unpaid as at 30
June 2020.
2. Mr Burt, per his respective employment agreement, was entitled to a short-term incentive (STI) in the form of a
cash bonus payment. The amount shown as STI of $75,000 is a cash incentive payable on accomplishment of
company set short-term incentive criteria that were based on achievement of financial performance, role-specific
non-financial measures and a service retention component. The STI period was for the period 1 July 2019 to 30 June
2020 and remained unpaid as at 30 June 2020. $14,000 of the above amount paid to Mr Burt for services rendered
was paid to his related party Connada Pty Ltd for his time as a non-executive Director.
3. Mr Brophy was originally employed as an executive Director before transitioning to the role of non-executive on 28
October 2019. Included within Mr Brophy’s remuneration were fees of $151,113 and $10,000 respectively for executive
and non-executive services provided. $89,000 of the above amounts paid to Mr Brophy was paid to his related party,
Insight Ecosys Pty Ltd.
4. $837,000 of the share-based payments amount recognised for Mr Hutchinson related to the Director past
services offer, approved at the General Meeting on 5 July 2019. Mr Hutchinson did not receive any remuneration
from the Company since his appointment as Chairman in October 2017 until completion of the Acquisitions. The
Company subsequently agreed to pay Mr Hutchinson a fee of $837,000 (value in cash or shares) on completion
of the Acquisitions. The remaining amount in share-based payments provided to Mr Hutchinson was for options
provided in lieu of remuneration for the first 6 months of his appointment as Chairman. Refer to section 6 of this
remuneration report for further information.
5. Mr Ismail and Mr Young’s share-based payments related to the Director past services offer, approved at the General
Meeting on 5 July 2019. Mr Ismail and Mr Young both resigned as non-executive Directors on 29 August 2019. Refer
to section 6 of this remuneration report for further information.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Remuneration Report (Audited)
5. Details of Remuneration continued…
Short-term benefits
Post-
employment
Equity
Short-term
Salary, Fees &
Commissions
STI cash
bonus
Non-
monetary
benefits
Other
employee
benefits
Post-
employment
Superannuation
Share-based
payments
Total
2019
Chairman
Peter Hutchinson
$
-
Non-Executive Directors
Sheldon Burt2
Christopher Brophy2
Faldi Ismail1
Nicholas Young1
Total
21,000
21,000
66,000
66,000
174,000
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
-
-
-
-
-
$
-
21,000
21,000
66,000
66,000
174,000
1. Mr Ismail and Mr Young’s Director fees were for the period November 2017 to March 2019.
2. Mr Brophy and Mr Burt were appointed as non-executive Directors on 15 May 2019. For the financial year ending 30
June 2019, Mr Brophy and Mr Burt did not receive director fee payments. The payments made to Mr Brophy and Mr
Burt were for project management and consultation services received in relation to the Ausdrill transaction and
made to their respective related parties, Insight Ecosys Pty Ltd and Connada Pty Ltd.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed Remuneration
At Risk STI
At Risk LTI
2020
2019
2020
2019
2020
2019
Directors
Peter Hutchinson
James Clement
Sheldon Burt
Chris Brophy
Faldi Ismail
Nicholas Young
78%
51%
79%
100%
100%
100%
-
-
100%
100%
-
-
-
8%
21%
-
-
-
-
-
-
-
-
-
22%
41%
-
-
100%
100%
-
-
-
-
-
-
Cash bonuses are dependent on meeting defined performance measures. The amount of the bonus is
determined having regard to the satisfaction of performance measures and weightings. The maximum
bonus values are established at the start of each financial year and amounts payable are determined in
the final month of the financial year by the Board.
20
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Remuneration Report (Audited)
6. Share-based Compensation
Issue of Shares
During the year ended 30 June 2020 the Company
recorded the following share-based payments with
Directors, executives, and their related parties:
Remuneration of Directors for Past Services
At the General Meeting held 5 July 2019, the issue
of 24,000,000 shares to Directors was approved as
remuneration for past services under the Director
past services offer to Directors. The shares were
valued based on the public offer price of $0.054.
Mr Peter Hutchinson (or nominee) received
15,500,000 shares equivalent to a fee of $837,000
under the Director past services offer. Mr Nicholas
Young (or nominee) received 4,250,000 shares
equivalent to a fee of $229,500 under the Director
past services offer. Mr Faldi Ismail (or nominee)
received 4,250,000 shares equivalent to a fee of
$229,500 under the Director past services offer.
These amounts are included as share based
payments within the 30 June 2020 year.
Pentium Hydro Offer
The issue of 7,800,000 shares to Pentium Hydro
vendors as consideration for the Company’s
acquisition of the entire issued capital of
Pentium Hydro under the Pentium Hydro offer.
The shares were valued based on the public
offer price of $0.054. A total of 7,800,000 shares
were issued to related party vendors of the
Company as noted below.
Connada Pty Ltd an entity controlled by executive
Director Mr Sheldon Burt received 2,925,000
shares under the Pentium Hydro offer equivalent
to consideration of $157,950. Insight Ecosys Pty Ltd
an entity controlled by non-executive Director Mr
Chris Brophy received 2,925,000 shares under the
Pentium Hydro offer equivalent to consideration
of $157,950. Artificial Holdings Pty Ltd a nominee
of Mr Sheldon Burt and Mr Chris Brophy received
1,170,000 shares under the Pentium Hydro offer
equivalent to consideration of $63,180. STRK
Corporate Pty Ltd a nominee of Mr Sheldon Burt
and Mr Chris Brophy received 780,000 shares
under the Pentium Hydro offer equivalent to
consideration of $42,120.
Executive Performance Rights
During the year ended 30 June 2020, the Company
issued 15,000,000 executive performance rights
in three tranches as performance incentives for
executive Directors Mr Chris Brophy, Mr Sheldon
Burt, and Managing Director, Mr James Clement.
On 28 October 2019, Mr Chris Brophy transitioned
from executive Director to non-executive Director.
The 5,000,000 executive performance rights
issued to Mr Brophy lapsed given his employment
condition as an executive was no longer met.
These unvested, lapsed performance rights were
then cancelled.
As at 30 June 2020, 10,000,000 performance rights
were on issue and outstanding. Each performance
right will convert on a 1:1 basis to fully paid ordinary
shares upon achievement of their relevant vesting
conditions (refer below).
Vesting of the performance rights is subject to
achievement of vesting conditions as follows:
Tranche
Number of Performance
Rights on Issue
Condition Test Date
Vesting Condition
1
2
3
Where the:
3,333,333
3,333,333
3,333,334
30 June 2022
30 June 2023
30 June 2024
Employment condition1
Cumulative EPS condition2
1. Employment condition – means the holder of the rights remains employed by the Company at the condition test date.
2. Cumulative EPS condition – means the earnings per share (EPS) based on the achievement of compound annual
growth in the Company’s EPS of 15% per annum from the financial year 30 June 2020, subject to a minimum EPS of
$0.01 for the financial year ending 30 June 2020. The EPS calculation will be based on the Company’s cumulative
net profit after tax up until the relevant condition test date divided by the weighted average number of shares on
issue over the relevant period, taking into account any new shares issued (or cancelled by the Company in the
relevant period).
21
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Remuneration Report (Audited)
6. Share-based Compensation continued…
Movements in Performance Rights
The movement during the reporting period in the number of performance rights in the Company held,
directly, indirectly or beneficially, by each key management personnel, including their related parties, is as
follows:
Key Management
Personnel
Opening
balance
Granted as
compensation
Exercised
2020
No.
Peter Hutchinson
James Clement
Sheldon Burt
Christopher Brophy
Faldi Ismail
Nicholas Young
Total
-
-
-
-
-
-
-
No.
-
5,000,000
5,000,000
5,000,000
-
-
15,000,000
No.
-
-
-
-
-
-
-
Unvested,
Lapsed and
Cancelled
No.
-
-
-
Closing
balance
No.
-
5,000,000
5,000,000
(5,000,000)
-
-
-
-
-
(5,000,000)
10,000,000
Vested
during the
year
No.
-
-
-
-
-
-
-
Performance Rights on Issue at Year End
At 30 June 2020, the unissued ordinary shares of the Company under performance rights are as follows:
22
Class
A
B
C
Number Under
Performance
Rights
Value at Grant
Date
Date of Vesting
3,333,332
3,333,332
3,333,336
($)
191,666
191,667
191,667
30-Jun-22
30-Jun-23
30-Jun-24
0%
0%
0%
Management
Probability
Assessment
30-Jun-20
Fair Value
($)
-
-
-
-
Total
10,000,000
575,000
The executive performance rights have been
valued based on the Company’s share price as
at the date of their approval for issue. A total
valuation of $575,000 has been determined,
assuming satisfaction of performance conditions
in full and 100% vesting rate.
At 30 June 2020 the Company has assessed
the likelihood of the achievement of the vesting
conditions in respect of tranches 1 – 3 of the
executive performance rights and determined
that the achievement of the vesting conditions is
uncertain at this point in time.
As a result, no share-based payment was recorded
in relation to the performance rights during
the year ended 30 June 2020, representing the
Company’s best estimate of the performance
rights that will eventually vest.
Options
During the year ended 30 June 2020 the Company
issued the following options over ordinary shares
to Directors.
Chairman Option Offer
The issue of 10,000,000 options exercisable at
$0.054 on or before 28 August 2024 as performance
incentives under the Chairman options offer.
The options were issued to Chairman Mr Peter
Hutchinson in lieu of cash fees for the first 6
months following completion of the Acquisitions.
These options have been valued using a Hoadley
option pricing model in the absence of any agreed
remuneration amount for Mr Peter Hutchinson’s
services as Chairman. Under the terms outlined
in the Chairman’s employment agreement, the
Chairman agreed not to receive any Director fees
for a period of 6 months from completion of the
Transaction. Subsequently, the Board resolved
to commence paying the Chairman a Director’s
fee from 1 March 2020. Refer to Note 4 in the
Director’s Report for further details.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Remuneration Report (Audited)
6. Share-based Compensation continued…
Managing Director Option Offer
The issue of 10,000,000 options to Managing Director Mr James Clement as part of his remuneration
package. The shares were valued based on the public offer price of $0.054.
The Chairman and Director options issued have been valued using a Hoadley option pricing model
utilising the following inputs:
Options
Chairman Options
Managing Director Options
Number of options
Grant date
Share price at grant date
Issue date
Exercise price
Expected volatility
Implied option life
Expected dividend yield
Risk free rate
Performance hurdle
Valuation per option $
Total valuation
10,000,000
5-Jul-19
$0.033
28-Aug-19
$0.054
100%
5 years
-
1.50%
Class A
5,000,000
3-Feb-20
$0.67
3-Feb-20
$0.075
39%
3 years
-
0.70%
Class B
5,000,000
3-Feb-20
$0.67
3-Feb-20
$0.075
39%
3 years
-
0.70%
-
30-day VWAP of $0.085 30-day VWAP of $0.100
$0.0241
$241,000
$0.012734
$63,670
$0.011866
$59,330
Options Over Equity Instruments
During and since the end of the financial year, the Company did not issue ordinary shares as a result of
the exercise of options (there are no amounts unpaid on the shares issued).
23
The movement during the reporting period in the number of options over ordinary shares in the Company
held, directly, indirectly or beneficially, by each key management personnel, including their related parties,
is as follows:
e
c
n
a
l
a
b
g
n
n
e
p
O
i
-
-
-
-
-
-
-
n
o
i
t
a
s
n
e
p
m
o
c
s
a
d
e
t
n
a
r
G
10,000,000
10,000,000
-
-
-
-
20,000,000
d
e
s
i
c
r
e
x
E
-
-
-
-
-
-
-
e
c
n
a
l
a
b
g
n
i
s
o
l
C
g
n
i
r
u
d
d
e
t
s
e
V
r
a
e
y
e
h
t
e
h
t
t
a
e
l
b
a
s
i
c
r
e
x
e
r
a
e
y
e
h
t
f
o
d
n
e
d
n
a
d
e
t
s
e
V
t
o
n
d
n
a
d
e
t
s
e
v
n
U
e
h
t
t
a
e
l
b
a
s
i
c
r
e
x
e
r
a
e
y
e
h
t
f
o
d
n
e
10,000,000
10,000,000
10,000,000
10,000,000
-
-
-
-
-
-
-
-
-
10,000,000
-
-
-
-
20,000,000 20,000,000 20,000,000
-
-
-
-
-
-
-
d
e
r
i
p
x
E
-
-
-
-
-
-
-
Key Management
Personnel
Peter
Hutchinson
James Clement
Sheldon Burt
Chris Brophy
Faldi Ismail
Nicholas Young
Total
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Remuneration Report (Audited)
6. Share-based Compensation continued…
Shareholding
The number of shares in the Company held during the financial year by each Director and other members
of key management personnel of the Company, including their personally related parties, is set out below:
Opening
balance
Granted as
compensation
Received on
exercise of
options
Purchases
Other
Closing
balance
30 June 2020
Peter Hutchinson
16,978,955
15,500,000
James Clement
Sheldon Burt 1
Chris Brophy 1
Faldi Ismail 2
Nicholas Young 2
-
-
-
-
-
-
-
-
4,250,000
4,250,000
Total
16,978,955
24,000,000
30 June 2019
Peter Hutchinson
16,978,955
James Clement
Sheldon Burt
Chris Brophy
Faldi Ismail 1
Nicholas Young 1
-
-
-
-
-
Total
16,978,955
-
-
-
-
-
-
-
24
-
-
-
-
-
-
-
-
-
-
-
-
-
-
23,521,045
13,366,315
-
-
56,000,000
13,366,315
3,192,315
2,925,000
6,117,315
-
-
-
2,925,000
2,925,000
(4,250,000)
(4,250,000)
-
-
40,079,675
(2,650,000)
78,408,630
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16,978,955
-
-
-
-
-
16,978,955
1. Received as consideration under the Pentium Hydro offer.
2. Resigned 29 August 2019.
7. Loans to Directors and Executives
There are no loans to Directors or other KMP of the Company during the year ended 30 June 2020 (2019 $Nil)
8. Other Transactions and Balances with KMPs
and Their Related Parties
Purchases from and sales to related parties are made on terms equivalent to those that prevail in arm’s
length transactions. The Company acquired the following services from entities that are controlled by
members of the Company’s KMP.
Some Directors, or former Directors of the Company, hold or have held positions in other companies,
where it is considered they control or significantly influence the financial or operating policies of those
entities. Transactions between related parties are on normal commercial terms and conditions no more
favourable than those available to other parties unless otherwise stated.
Vysarn Limited (ABN 41 124 212 175) and controlled entities 8. Other Transactions and Balances with KMPs and Their Related Parties continued…
Remuneration Report (Audited)
Related party
Nature of Transactions
Transaction Value
Payable Balance
30-Jun-20 30-Jun-19 30-Jun-20 30-Jun-19
Connada Pty Ltd /
Mr Sheldon Burt1
Insight Ecosys Pty Ltd / Mr
Chris Brophy2
Shares issued under
the Pentium Hydro
offer (acquisition)
Shares issued under
the Pentium Hydro
offer (acquisition)
Otsana Pty Ltd trading as
Otsana Capital / Mr Faldi
Ismail and Mr Nicholas Young
Lead manager and
capital raising services
Onyx Corporate Pty Ltd /
Mr Nicholas Young, Mr Faldi
Ismail and Ms Kyla Garic
Accounting and
company secretarial
services
$
157,950
157,950
$
-
-
$
-
-
653,702
30,000
11,000
224,251
54,150
11,034
$
-
-
-
-
1. Connada Pty Ltd an entity controlled by Mr Burt received *2,925,000 shares under the Pentium Hydro offer
equivalent to consideration of $157,950.
2. Insight Ecosys Pty Ltd an entity controlled by Mr Brophy received *2,925,000 shares under the Pentium Hydro offer
equivalent to consideration of $157,950.
There were no trade receivables to related parties for the financial year ending 30 June 2020 (2019: $Nil).
* Mr Burt and Brophy received 5,850,000 collectively of the 7,800,000 shares issued under the Pentium Hydro offer.
Artificial Holdings Pty Ltd a nominee of Mr Sheldon Burt and Mr Chris Brophy received 1,170,000 shares under the
Pentium Hydro offer equivalent to consideration of $63,180. STRK Corporate Pty Ltd a nominee of Mr Sheldon Burt
and Mr Chris Brophy received 780,000 shares under the Pentium Hydro offer equivalent to consideration of $42,120.
Refer to Note 22 for further details.
9. Key Performance Indicators of the Company Over the Last 5 Years
Consolidated
30-June-20
($)
30-June-19
($)
30-June-18
($)
30-June-17
($)
30-June-16
($)
Revenue
11,912,589
163,459
132,453
75,008
365,498
Net profit / (loss) before tax
2,472,743
(483,826)
296,558
37,842
4,904,898
Net profit / (loss) after tax
4,835,295
(483,826)
296,558
37,842
4,904,898
Share price at start of year
Share price at end of year
Interim and final dividend
N/A
0.05
-
N/A
N/A
-
N/A
N/A
-
0.350
0.350
-
0.017
0.030
-
Basic profit / (loss) per share (cents)
0.0178
(0.3550)
0.2180
(0.4160)
3.0810
End of Remuneration Report.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
Signed in accordance with a resolution of the Board of Directors
25
James Clement
Managing Director and Chief Executive Officer
Dated 27 August 2020
Vysarn Limited (ABN 41 124 212 175) and controlled entities Remuneration Report for the Year Ended 30 June 2020
26
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF VYSARN LIMITED
In relation to the independent audit for the year ended 30 June 2020, to the best of my
knowledge and belief there have been:
(i)
No contraventions of the auditor independence requirements of the Corporations Act
2001; and
(ii)
No contraventions of APES 110 Code of Ethics for Professional Accountants
(including Independence Standards).
This declaration is in respect of Vysarn Limited and the entity it controlled during the year.
PITCHER PARTNERS BA&A PTY LTD
PAUL MULLIGAN
Executive Director
Perth, 27 August 2020
“The board and management of the
Company continue to view safety
as an ongoing key operational focus
which requires a culture of constant
improvement in safety management
systems and performance”
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
22
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
Auditor’s Independence
Declaration
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
Key Audit Matter
Key Audit Matter
How our audit addressed the key audit
matter
How our audit addressed the key audit
matter
Revenue recognition
Revenue recognition
Refer to Note 2(p) and Note 4 of the
Refer to Note 2(p) and Note 4 of the
Financial Report
Financial Report
Our procedures included, amongst others:
Our procedures included, amongst others:
For the year ended 30 June 2020, the Group
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
dewatering business activities
For the year ended 30 June 2020, the Group
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
dewatering business activities
AUDITOR’S INDEPENDENCE DECLARATION
VYSARN LIMITED
TO THE DIRECTORS OF VYSARN LIMITED
ABN 41 124 212 175
In relation to the independent audit for the year ended 30 June 2020, to the best of my
judgements
knowledge and belief there have been:
Obtaining an understanding of the relevant
controls associated with the treatment of
revenue, including, but not limited to, those
INDEPENDENT AUDITOR’S REPORT
to identification of performance
relating
TO THE MEMBERS OF
discounts,
and
obligations,
VYSARN LIMITED
rebates.
Obtaining an understanding of the relevant
controls associated with the treatment of
revenue, including, but not limited to, those
The determination of revenue recognition
to identification of performance
relating
The determination of revenue recognition
and
incentives
obligations,
in
in
requires management
requires management
accounting for revenue, discounts and credit
accounting for revenue, discounts and credit
rebates.
the Group’s
notes in accordance with
the Group’s
notes in accordance with
No contraventions of the auditor independence requirements of the Corporations Act
Other Information
identified performance obligations as part of
identified performance obligations as part of
Reviewing and
reading significant new
Reviewing and
reading significant new
2001; and
the transaction, as required under AASB 15
the transaction, as required under AASB 15
contracts to understand their terms and
contracts to understand their terms and
The directors are responsible for the other information. The other information comprises the
No contraventions of APES 110 Code of Ethics for Professional Accountants
Revenue from contracts with customers
Revenue from contracts with customers
conditions, including specified performance
conditions, including specified performance
information included in the Group’s annual report for the year ended 30 June 2020, but does
(including Independence Standards).
(“AASB 15”).
(“AASB 15”).
obligations included within and whether
obligations included within and whether
not include the financial report and our auditor’s report thereon.
Managements’ assessment for recognition of
Managements’ assessment for recognition of
revenue under these contract terms is in
revenue under these contract terms is in
accordance with AASB 15.
accordance with AASB 15.
Our opinion on the financial report does not cover the other information and accordingly we do
not express any form of assurance conclusion thereon.
This declaration is in respect of Vysarn Limited and the entity it controlled during the year.
judgements
incentives
discounts,
(ii)
(i)
27
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
revenue
PITCHER PARTNERS BA&A PTY LTD
materially misstated.
the
Considering
the appropriateness of
Considering
the
Group’s
recognition accounting
Group’s
recognition accounting
revenue
policies including those relating to identifying
policies including those relating to identifying
performance obligations, determining the
performance obligations, determining the
transaction price and allocating
the
transaction price and allocating
the
the performance
to
transaction price
transaction price
the performance
to
obligations in contracts.
obligations in contracts.
Responsibilities of the Directors for the Financial Report
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.
PAUL MULLIGAN
Executive Director
Perth, 27 August 2020
the appropriateness of
The directors of the Company are responsible for the preparation of the financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free from
material misstatement, whether due to fraud or error.
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
In preparing the financial report, the directors are responsible for assessing the ability of the
15.
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.
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
15.
Auditor’s Responsibilities for the Audit of the Financial Report
Considering the adequacy of the disclosures
included within the financial report.
Considering the adequacy of the disclosures
included within 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
66
reasonably be expected to influence the economic decisions of users taken on the basis of
this financial report.
66
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
As part of an audit in accordance with the Australian Auditing Standards, we exercise
professional judgement and maintain professional scepticism throughout the audit. We also:
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Liability limited by a scheme under Professional Standards Legislation.
•
Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
22
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Pitcher Partners BA&A Pty Ltd
Liability limited by a scheme under Professional Standards Legislation.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
70
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Consolidated Financial Statements
Consolidated Financial Statements for the Year Ended 30 June 2020
Consolidated Statement of
Profit or Loss and Other
Comprehensive Income
For the Year Ended 30 June 2020
Revenue
Revenue from contracts with customers
Other income
Expenses
Administration and corporate expense
Employee benefits expense
Depreciation and amortisation expense
Finance costs
28
Consumables and other direct expenses
Profit / (loss) before income tax
Income tax benefit / (expense)
Profit / (loss) after income tax expense
Profit / (loss) after income tax expense for the year
attributable to the owners of Vysarn Limited
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss
Other comprehensive income for the year, net of tax
Total comprehensive income / (loss) for the year attributable
to the owners of Vysarn Limited
Basic earnings per share for profit/(loss) attributable to the
owners of Vysarn Limited
Diluted earnings per share for profit/(loss) attributable to the
owners of Vysarn Limited
30 June
2020
$
30 June
2019
$
Notes
4
5
6
6
6
6
6
7
9
9
11,912,589
163,459
7,383,749
-
(1,267,399)
(473,285)
(6,724,729)
(174,000)
(2,987,580)
(595,036)
(5,248,851)
-
-
-
2,472,743
(483,826)
2,362,552
-
4,835,295
(483,826)
4,835,295
(483,826)
-
-
4,835,295
(483,826)
0.0178
(0.355)
0.0160
(0.355)
Vysarn Limited (ABN 41 124 212 175) and controlled entities Consolidated Financial Statements for the Year Ended 30 June 2020
Consolidated Statement of
Financial Position
As At 30 June 2020
CURRENT ASSETS
Cash and cash equivalents
Trade receivables
Inventories
Assets classified as held for sale
Prepayments and other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Right of use asset
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Borrowings
Trade and other payables
Employee liabilities
Lease liability
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
Lease liability
Deferred tax liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
SHAREHOLDERS’ EQUITY
Issued capital
Reserves
Retained earnings / (accumulated losses)
SHAREHOLDERS’ EQUITY
30 June
2020
$
30 June
2019
$
Notes
10
11
12
13
14
15
16
17
18
19
17
7
9,706,113
6,983,931
2,766,495
2,641,305
152,727
161,871
36,206
-
-
14,501
15,428,512
7,034,638
24,707,782
725,330
25,433,112
-
-
-
40,861,623
7,034,638
3,070,264
4,852,027
215,488
186,473
-
110,492
-
-
8,324,252
110,492
6,707,770
581,895
912,798
8,202,463
16,526,715
-
-
-
-
110,492
24,334,908
6,924,146
20
21
19,135,614
29,912,298
364,000
-
4,835,294
(22,988,152)
24,334,908
6,924,146
29
Vysarn Limited (ABN 41 124 212 175) and controlled entities Consolidated Financial Statements for the Year Ended 30 June 2020
Consolidated Statement of
Changes In Equity
For the Year Ended 30 June 2020
Balance at 1 July 2018
Loss for the period
Other comprehensive income
Total comprehensive loss for the period
Issued Capital
$
29,912,298
-
-
-
Balance at 30 June 2019
29,912,298
Balance at 1 July 2019
Profit for the period
Other comprehensive income
Total comprehensive income for the period
29,912,298
-
-
-
30
Transactions with owners in their capacity as owners:
Issue of shares (Note 20)
Capital raising costs (Note 20)
12,735,593
(524,126)
Share Based
Payment
Reserve
$
Accumulated
losses
$
Total
$
-
-
-
-
-
-
-
-
-
-
-
(22,504,326)
7,407,972
(483,826)
(483,826)
-
-
(483,826)
(483,826)
(22,988,152)
6,924,146
(22,988,152)
6,924,146
4,835,295
4,835,295
-
-
4,835,295
4,835,295
-
-
-
12,735,593
(524,126)
364,000
Share based payments (Note 22)
-
364,000
Reduction in capital not represented by
available assets (Note 20)
(22,988,151)
-
22,988,151
-
Total transactions with owners
(10,776,684)
364,000
22,988,151
12,575,467
Balance at 30 June 2020
19,135,614
364,000
4,835,294
24,334,908
Vysarn Limited (ABN 41 124 212 175) and controlled entities Consolidated Financial Statements for the Year Ended 30 June 2020
Consolidated Statement of
Cash Flows
For the Year Ended 30 June 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Interest and other costs of finance paid
30 June
2020
$
30 June
2019
$
Notes
10,120,793
-
(7,844,838)
(601,728)
27,255
179,108
(313,909)
-
Net cash provided by/ (used in) operating activities
10a
1,989,299
(422,620)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for completion of Ausdrill Transaction
Purchase of plant and equipment
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Gross proceeds from the issue of shares
Proceeds from borrowings
Repayment of borrowings
Payments for principal portion of lease liabilities
Payment of transaction costs
Net cash provided by/ (used in) financing activities
31
(16,000,000)
(4,149,691)
661,710
(19,487,981)
11,018,593
10,961,993
(1,159,037)
(76,559)
(524,126)
20,220,864
-
-
-
-
-
-
-
-
(5,000)
(5,000)
Net increase/(decrease) in cash and cash equivalents
2,722,182
(427,620)
Cash and cash equivalents at beginning of financial year
6,983,931
7,411,551
Cash and cash equivalents at the end of financial year
10
9,706,113
6,983,931
Vysarn Limited (ABN 41 124 212 175) and controlled entities 32
“The Company’s
balance sheet shows
Net Tangible Assets of
$24.33 million and Net
Current Assets of $7.10
million. Cash and cash
equivalents at 30 June
2020 was $9.71 million”
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated
Financial Statements
FOR THE YEAR ENDED 30 JUNE 2020
Note 1: General Information
Vysarn Limited is a listed public Company
limited by shares, incorporated and domiciled in
Australia. The Company is a for-profit entity. Its
registered office and principal place of business is
108 Outram Street, West Perth, WA 6005.
The financial statements are presented in
Australian dollars, which is Vysarn Limited’s
functional and presentation currency.
The financial statements were authorised for issue,
in accordance with a resolution of Directors, on
27 August 2020. The Directors have the power to
amend and reissue the financial statements.
Note 2: Summary of Significant Accounting Policies
A: Statement of Compliance
These financial statements are general purpose
financial statements which have been prepared in
accordance with Australian Accounting Standards
(“AASBs”) (including Australian interpretations)
adopted by the Australian Accounting Standard
Board (“AASB”) and the Corporations Act 2001.
These financial statements also comply with
International Financial Reporting Standards as
issued by the International Accounting Standards
Board (‘IASB’).
B: Basis of Preparation
The financial statements, except for cash flow
information, have been prepared on an accruals
basis and are based on historical costs, modified,
where applicable, by the measurement at fair
value of selected non-current assets, financial
assets and financial liabilities. Amounts are
presented in Australian dollars and have been
rounded off to the nearest dollar, unless stated
otherwise.
Comparatives
The financial statements presented in this report
are for the Group consisting of Vysarn Limited
and its wholly owned subsidiary Pentium Hydro
Pty Ltd. The 30 June 2019 comparative figures are
for Vysarn Limited only, accordingly, comparatives
may not be entirely comparable. Supplementary
information about the parent entity for financial
year ending 30 June 2020 is disclosed below.
Critical accounting estimates
The preparation of financial statements in
conformity with AASBs requires management to
make judgements, estimates and assumptions that
affect the application of accounting policies and
the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these
estimates. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period
in which the estimate is revised and in any future
periods affected. The judgements estimates and
assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of
assets and liabilities within the next financial year
are discussed in Note 2(gg) below.
C: Going Concern
The financial statements have been prepared on
the basis that the entity is a going concern, which
contemplates the continuity of normal business
activity, realisation of assets and settlement of
liabilities in the normal course of business.
The Directors have reviewed a budget/forecast
and having considered the above, are of the
opinion that the use of the going concern basis
is appropriate and that the Company will be able
to pay its debts as and when they fall due for the
next 12 months.
33
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
D: Adoption of New Accounting
Standards
The Company has adopted all of the new,
revised or amended Accounting Standards and
Interpretations issued by the Australian Accounting
Standards Board (‘AASB’) that are mandatory
for the current reporting period. Any new,
revised or amended Accounting Standards and
Interpretations that are not mandatory have not
been adopted early.
E: Principles of Consolidation
The consolidated financial statements comprise
the financial statements of the Group and its
subsidiary as at 30 June 2020. Control is achieved
when the Group is exposed, or has rights, to
variable returns from its involvement with the
investee and has the ability to affect those returns
through its power over the investee. Specifically,
the Group controls an investee if and only if the
Group has:
Other than the changes described below, the
accounting policies adopted are consistent with
those of the previous financial year.
V Power over the investee (i.e. existing rights that
give it the current ability to direct the relevant
activities of the investee);
IFRIC 23 Uncertainty over Income Tax
Treatments
The Interpretation addresses the accounting
for income taxes when tax treatments involve
uncertainty that affects the application of AASB 112
Income Taxes (“AASB 112”) and does not apply to
taxes or levies outside the scope of AASB 112, nor
does it specifically include requirements relating
to interest and penalties associated with uncertain
tax treatments. The Interpretation specifically
addresses the following:
V Whether an entity considers uncertain tax
treatments separately;
V The assumptions an entity makes about the
examination of tax treatments by taxation
authorities;
V How an entity determines taxable profit (tax
loss), tax bases, unused tax losses, unused tax
credits and tax rates; and
V How an entity considers changes in facts and
circumstances.
The interpretation is effective for annual reporting
periods beginning on or after 1 January 2019, but
certain transition reliefs are available. There was
no impact on the half year financial report from
the Group adopting IFRIC 23.
Following completion of the Transaction, a number
of accounting standards became applicable to the
Company for the first time at 30 June 2020. The
impact of the adoption of these standards and
the new accounting policies are disclosed below.
Apart from the adoption of the accounting policies
disclosed below, accounting policies applied in
the year ended report are consistent with those
applied in the 30 June 2019 Annual Report.
V Exposure, or rights, to variable returns from its
involvement with the investee, and
V The ability to use its power over the investee to
affect its returns.
When the Group has less than a majority of the
voting or similar rights of an investee, the Group
considers all relevant facts and circumstances in
assessing whether it has power over an investee,
including:
V The contractual arrangement with the other
vote holders of the investee,
V Rights arising from other contractual
arrangements,
V The Group’s voting rights and potential voting
rights.
The Group re-assesses whether or not it controls
an investee if facts and circumstances indicate
that there are changes to one or more of the three
elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the
subsidiary and ceases when the Group loses
control of the subsidiary. Assets, liabilities, income
and expenses of a subsidiary acquired or disposed
of during the year are included in the statement
of profit or loss and other comprehensive income
from the date the Group gains control until the
date the Group ceases to control the subsidiary.
F: Cash and Cash Equivalents
Cash and cash equivalents include cash on hand,
deposits available on demand with banks with
original maturity of three months or less.
34
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
G: Trade receivables
Trade receivables are amounts due from
customers for goods or services performed in the
ordinary course of business. They are generally
due for settlement within 30 days and therefore
are all classified as current. Trade receivables are
recognised initially at the amount of consideration
that is unconditional which is considered to be
fair value; none of the Group’s trade receivables
contain a financing component. The Group holds
the trade receivables with the objective to collect
the contractual cashflows and therefore measures
them subsequently at amortised cost using the
effective interest method.
The Group applies the AASB 9 simplified approach
to measuring expected credit losses which uses
a lifetime expected loss allowance for all trade
receivables and contract assets.
To measure the expected credit losses, trade
receivables have been grouped based on share
credit risk characteristics and the days past due.
The expected loss rates are based on existing
market conditions and forward-looking estimates
at the end of each reporting period.
H: Inventories
Inventories, including raw materials and stores,
work in progress and contract fulfilment costs
are measured at the lower of cost and net
realisable value. The cost of inventories comprises;
expenditure incurred in acquiring the inventories and
the costs incurred in bringing them to their existing
location and condition. direct materials, direct
labour and an appropriate proportion of variable
and fixed overhead expenditure, the latter being
allocated on the basis of normal operating capacity.
Net realisable value is the estimated selling price in
the ordinary course of business, less the estimated
costs of completion and selling expenses.
I: Plant & Equipment
Each class of plant and equipment is carried
at cost or fair value less, where applicable, any
accumulated depreciation. Historical cost includes
expenditure that Is directly attributable to the
acquisition of the items.
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 Group and the cost of the item
can be measured reliably. All other repairs and
maintenance are charged to profit or loss during
the financial period in which they are incurred.
Gains and losses on disposal of an item of property,
plant and equipment are determined by comparing
the proceeds from disposal with the carrying
amount of property, plant and equipment and are
recognised net within other income / (expense)
in the statement of profit or loss. 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.
Depreciation
Depreciation is a systematic allocation of the
depreciable amount of an asset over its useful life.
The depreciable amount is the cost of the asset,
less its residual value. An asset is depreciated
from the date it is ready for use, meaning the date
it reaches the location and condition required
for it to operate in the manner intended by
management. Depreciation is recognised in profit
or loss on a straight-line basis over the estimated
useful lives of each part of the fixed asset item,
since this most closely reflects the expected
pattern of consumption of the future economic
benefits embodied in the assets.
35
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
36
The estimated useful lives are as follows:
V Plant and equipment – 2 - 10 years;
V Computer equipment – 3 years; and
V Trucks, trailers and light vehicles – 4 - 7 years.
Depreciation methods, useful lives and residual
values are reviewed at the end of each reporting
period and adjusted if appropriate.
J: Right-of-use Assets
A right-of-use asset is recognised at the
commencement date of a lease. The right-of-
use asset is measured at cost, which comprises
the initial amount of the lease liability, adjusted
for, as applicable, any lease payments made at
or before the commencement date net of any
lease incentives received, any initial direct costs
incurred, and, except where included in the cost
of inventories, an estimate of costs expected to
be incurred for dismantling and removing the
underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-
line basis over the unexpired period of the lease or
the estimated useful life of the asset, whichever
is the shorter. Where the consolidated entity
expects to obtain ownership of the leased asset
at the end of the lease term, the depreciation is
over its estimated useful life. Right-of use assets
are subject to impairment or adjusted for any
remeasurement of lease liabilities.
The consolidated entity has elected not to
recognise a right-of-use asset and corresponding
lease liability for short-term leases with terms of
12 months or less and leases of low-value assets.
Lease payments on these assets are expensed to
profit or loss as incurred.
K: 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.
L: Trade and Other Payables
Liabilities for trade creditors and other amounts
carried at cost which is the fair value of the
consideration to be paid in the future for goods
and services received, whether or not billed to the
Group. Interest, when charged by the lender, is
recognised as an expense on an accruals basis.
M: Provisions
Provisions are recognised when the Group 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. Provisions are measured using
the best estimate of the amounts required to settle
the obligation at the end of the reporting period.
N: Borrowings
Borrowings are initially recognised at fair value,
net of transaction costs incurred. Borrowings
are subsequently measured at amortised cost.
Any difference between the proceeds (net of
transaction costs) and the redemption amount
is recognised in the profit or loss over the period
of the borrowings using the effective interest
method. Fees paid on the establishment of
loan facilities, which are not incremental costs
relating the actual draw-down of the facility, are
recognised as prepayments and amortised on a
straight -line basis over the term of the facility.
Borrowings are classified as current liabilities
unless the Group has an unconditional right to
defer settlement of the liability for at least 12
months after the reporting date.
O: Equity and reserves
Share capital represents the fair value of shares
that have been issued. Any transaction costs
associated with the issuing of shares are deducted
from share capital, net of any related income
tax benefits. The share-based payment reserve
records the value of share-based payments.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
P: Revenue Recognition
Revenue from contracts with customers
The Group provides drilling services and hires drill
rigs and related equipment to the exploration and
mining industry pursuant to service contracts with
a variety of clients in the sector.
The revenue associated with drilling contracts is
recognised in accordance with AASB 15 Revenue
From Contracts from Customers, that is in a
manner that depicts the transfer of promised
goods or services to customers in an amount
that reflects the consideration to which the
Group is expected to be entitled in exchange for
those goods or services. Revenue from customer
contracts is recognised upon satisfaction of a
performance obligation under those contracts
either over time in accordance with specified units
of production (for example meters drilled or hours
worked) or a point in time when risks and rewards
pass to the customer under those contracts
(for example the sale of certain items including
consumables).
For rental of equipment, as the customer
simultaneously receives and consumes the
benefits, the Group has an enforceable right to
payment and as such the performance obligation
is satisfied over time.
The Group has no material contracts where the
period between the transfer of the promised
goods or services to the customer and payment by
the customer exceeds one year. As a consequence,
the Group does not adjust any of the transaction
prices for the time value of money.
Contract Assets and Liabilities
AASB 15 uses the terms “contract asset” and
“contract liability” to describe what is commonly
known as “accrued revenue” and “deferred
revenue.” Accrued revenue arises where work has
been performed however is yet to be invoiced.
Deferred revenue arises where payment Is
received prior to work being performed and is
allocated to the performance obligations within
the contract and recognised on satisfaction of the
performance obligation.
Contract Fulfilment Costs
Costs generally incurred prior to the
commencement of a contract may arise due to
mobilisation/site setup costs as these costs are
incurred to fulfil a contract. Where the costs are
expected to be recovered, they are capitalised and
expensed over the period of revenue recognition.
Where the costs, or a portion of these costs, are
reimbursed by the customer, the amount received
is recognised as deferred revenue.
Contract fulfilment costs are capitalised as
an asset when all the following are met: (i)
the costs relate directly to the contract or
specifically identifiable proposed contract; (ii)
the costs generate or enhance resources of the
consolidated entity that will be used to satisfy
future performance obligations; and (iii) the costs
are expected to be recovered. Contract fulfilment
costs are amortised on a straight-line basis over
the term of the contract.
Interest
Interest revenue is recognised as interest accrues
using the effective interest method. This is a
method of calculating the amortised cost of a
financial asset and allocating the interest income
over the relevant period using the effective interest
rate, which is the rate that exactly discounts
estimated future cash receipts through the
expected life of the financial asset to the net
carrying amount of the financial asset.
Government Grants
Government grants are recognised where there is
reasonable assurance that the grant will be received
and all attached conditions will be complied with.
When the grant relates to an expense item, it is
recognised as income on a systematic basis over
the periods that the related costs, for which it is
intended to compensate, are expensed.
When the grant relates to an asset, it is recognised
as reducing the carrying amount of the asset.
Other Revenue
Other revenue is recognised when it is received or
when the right to receive payment is established.
Q: Borrowing Costs
Borrowing costs are recognised in profit or loss in
the period in which they are incurred.
37
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
38
R: Employee Benefits
Wages, salaries and annual leave
Liabilities for wages and salaries and annual leave
are recognised and measured as the amount
unpaid at the reporting date at current pay rates in
respect of employees’ services up to that date.
Superannuation
Contributions to employee superannuation plans
are charged as an expense as the contributions
are paid or become payable.
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 at 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.
Equity-settled Compensation
Share-based payments to Directors are measured
at the fair value of the instruments issued and
amortised over the vesting periods. The fair
value of performance rights is determined using
the satisfaction of certain performance criteria
(performance milestones). The number of share
options and performance rights expected to
vest is reviewed and adjusted at the end of each
reporting period such that the amount recognised
for services received as consideration for the
equity instruments granted is based on the
number of equity instruments that eventually vest.
The fair value is determined using a Black Scholes
or Hoadley pricing model.
S: Fair Value Measurement
When an asset or liability, financial or non-
financial, is measured at fair value for recognition
or disclosure purposes, the fair value is based on
the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction
between market participants at the measurement
date; and assumes that the transaction will
take place either: in the principal market; or in
the absence of a principal market, in the most
advantageous market.
Fair value is measured using the assumptions
that market participants would use when pricing
the asset or liability, assuming they act in their
economic best interests. For non-financial
assets, the fair value measurement is based on
its highest and best use. Valuation techniques
that are appropriate in the circumstances and for
which sufficient data are available to measure fair
value, are used, maximising the use of relevant
observable inputs and minimising the use of
unobservable inputs.
Assets and liabilities measured at fair value are
classified into three levels, using a fair value
hierarchy that reflects the significance of the inputs
used in making the measurements. Classifications
are reviewed at each reporting date and transfers
between levels are determined based on a
reassessment of the lowest level of input that is
significant to the fair value measurement.
For recurring and non-recurring fair value
measurements, external valuers may be used
when internal expertise is either not available or
when the valuation is deemed to be significant.
External valuers are selected based on market
knowledge and reputation. Where there is a
significant change in fair value of an asset or
liability from one period to another, an analysis is
undertaken, which includes a verification of the
major inputs applied in the latest valuation and
a comparison, where applicable, with external
sources of data.
T: Earnings Per Share
Basic earnings per share is calculated by dividing:
V the profit attributable to member of the parent
entity, excluding any costs of servicing equity
other than ordinary shares
V by the weighted average number of ordinary
shares outstanding during the financial year,
adjusted for bonus elements in ordinary shares
issued during the year (if any).
Diluted earnings per share adjusts the figures used
in the determination of basic earnings per share to
take into account:
V the after income tax effect of interest and other
financing costs associated with dilutive potential
ordinary shares; and
V the weighted average number of additional
ordinary shares that would have been
outstanding assuming the conversion of all
dilutive potential ordinary shares.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
U: Leases
AASB 16 Leases (’AASB 16’) became mandatorily
effective on 1 January 2019. Accordingly, this
standard applies for the first time to this set of year-
end financial statements. AASB 16 replaces AASB 117
Leases and introduces a single lessee accounting
model that requires a lessee to recognise right-of-
use assets and lease liabilities for all leases with a
term of more than 12 months, unless the underlying
asset is of low value. Right-of-use assets are initially
measured at cost and lease liabilities are initially
measured on a present value basis.
Subsequent to initial recognition:
(e) Right-of-use assets are accounted for on a
similar basis to non-financial assets, whereby
the right-of-use asset is accounted for on
a cost basis unless the underlying asset is
accounted for on a revaluation basis, in which
case if the underlying asset is:
(i) Investment property, the lessee applies the
fair value model in AASB 140 Investment
Property to the right-of-use asset; or
(ii) Property, plant or equipment, the applies
the revaluation model in AASB 116 Property,
Plant and Equipment to all of the right-
of-use assets that relate to that class of
property, plant and equipment; and
(f) Lease liabilities are accounted for on a similar
basis to other financial liabilities, whereby
interest expense is recognised in respect of the
lease liability and the carrying amount of the
lease liability is reduced to reflect the principal
portion of lease payments made.
AASB 16 substantially carries forward the lessor
accounting requirements of the predecessor
standard, AASB 117. Accordingly, under AASB 16 a
lessor continues to classify its leases as operating
leases or finance leases subject to whether the
lease transfers to the lessee substantially all of
the risks and rewards incidental to ownership of
the underlying asset, and accounts for each type
of lease in a manner consistent with the current
approach under AASB 117.
Impact of Adoption
Subject to exceptions, a ‘right of use’ asset
is capitalised in the statement of financial
position, measured as the present value of the
unavoidable future lease payments to be made
over the lease term.
A liability corresponding to the capitalised lease is
recognised, adjusted for lease prepayments, lease
Incentives received, initial direct costs incurred
and an estimate of any future restoration, removal
or dismantling costs. Straight-line operating
lease expense recognition Is replaced with a
depreciation charge for the leased asset (including
in operating costs) and an interest expense on
the recognised lease liability (included in finance
costs). In the earlier periods of the lease, the
expenses associated with the lease under AASB 16
will be higher when compared to lease expenses
under AASB 17.
However, EBITDA (Earnings Before Interest,
Tax, Depreciation and Amortisation) results are
improved as the operating expense is replaced by
interest expense and depreciation in profit or loss
under AASB 16. For lessor accounting, the standard
does not substantially change how a lessor
accounts for leases.
The Company adopted the new standard using the
modified retrospective approach. The Company
hasn’t restated comparatives for the reporting
period as permitted under the specific transactional
provisions of the standard, noting there were no
relevant lease agreements under contract.
The impact of AASB 16 on the statement of
financial position is as noted below:
1 July 2019
Right of Use Asset
Lease Liability
Value ($)
Nil
Nil
39
6 January 2020
(upon execution of lease agreement)
Right of Use Asset
Lease Liability
828,948
(828,948)
The weighted average incremental borrowing rate
applied in the calculation of the initial carrying
amount of lease liabilities was 4.00% p.a.
V: Non-Current Assets Held For Sale
Non-current assets that are expected to be
recovered primarily through sale rather than
through continuing use are classified as held for
sale. Immediately before classification as held for
sale, the assets are remeasured in accordance
with the Group’s accounting policies. Thereafter
generally the assets are measured at the lower
of their carrying amount and fair value less cost
to sell. Impairment losses on initial classification
as held for sale and subsequent gains or losses
on re-measurement are recognised in profit or
loss. Gains are not recognised in excess of any
cumulative impairment loss.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
40
W: Share Based Payments
Share-based payments are measured at the fair
value of goods or services received or the fair value
of the equity instruments issued, if it is determined
the fair value of the goods or services cannot be
reliably measured, and are recorded at the date
the goods or services are received. Share-based
payment transactions are recognised in equity if
the goods or services were received in an equity-
settled share-based payment transaction, or as a
liability if the goods and services were acquired in a
cash settled share-based payment transaction. The
fair value of options is determined using a Black-
Scholes or Hoadley pricing model. The number of
share options and performance rights expected to
vest is reviewed and adjusted at the end of each
reporting period such that the amount recognised
for services received as consideration for the equity
instruments granted is based on the number of
equity instruments that eventually vest.
The Group initially measures the cost of equity-
settled transactions with employees by reference
to the fair value of the equity instruments at
the date at which they are granted. Estimating
fair value for share-based payment transactions
requires determination of the most appropriate
valuation model, which is dependent on the terms
and conditions of the grant.
This estimate also requires determination of
the most appropriate inputs to the valuation
model including the expected life of the
share option, volatility and dividend yield and
making assumptions about them, as well as an
assessment of the probability of achieving non-
market based vesting conditions.
The probability of achieving non-market based
vesting conditions of performance rights is
assessed at each reporting period.
The Company has applied judgement in assessing
the likelihood of achieving the performance
milestones in relation to the performance rights
issued in the period.
X: Foreign Currency Translation
Foreign currency transactions
Foreign currency transactions are translated
into Australian dollars using the exchange rates
prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the
settlement of such transactions and from the
translation at financial year-end exchange rates
of monetary assets and liabilities denominated in
foreign currencies are recognised in profit or loss.
Income Tax
Y:
The income tax expense or benefit for the period
is the tax payable on that period’s taxable income
based on the applicable income tax rate for each
jurisdiction, adjusted by the changes in deferred
tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment
recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised
for temporary differences at the tax rates expected
to be applied when the assets are recovered or
liabilities are settled, based on those tax rates that
are enacted or substantively enacted, except for:
V When the deferred income tax asset or liability
arises from the initial recognition of goodwill or
an asset or liability in a transaction that is not a
business combination and that, at the time of
the transaction, affects neither the accounting
nor taxable profits; or
V When the taxable temporary difference is
associated with interests in subsidiaries,
associates or joint ventures, and the timing of
the reversal can be controlled and it is probable
that the temporary difference will not reverse in
the foreseeable future.
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses only
if it is probable that future taxable amounts will
be available to utilise those temporary differences
and losses.
The carrying amount of recognised and
unrecognised deferred tax assets are reviewed
at each reporting date. Deferred tax assets
recognised are reduced to the extent that it is no
longer probable that future taxable profits will be
available for the carrying amount to be recovered.
Previously unrecognised deferred tax assets are
recognised to the extent that it is probable that
there are future taxable profits available to recover
the asset.
Deferred tax assets and liabilities are offset only
where there is a legally enforceable right to offset
current tax assets against current tax liabilities and
deferred tax assets against deferred tax liabilities;
and they relate to the same taxable authority on
either the same taxable entity or different taxable
entities which intend to settle simultaneously.
Tax Consolidation
During the year, the Group and its wholly
owned Australian resident entity formed a tax-
consolidated group effective 28 August 2019. As a
consequence, all members of the tax-consolidated
group are taxed as a single entity from that date.
The head entity within the tax-consolidated group
is Vysarn Limited.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Current tax expense/income, deferred tax
liabilities and deferred tax assets arising from
temporary differences of the members of the
tax-consolidated group are recognised in the
separate financial statements of the members of
the tax-consolidated group using the “separate
taxpayer within group” approach by reference to
the carrying amounts of assets and liabilities in the
separate financial statements of each entity and
the tax values applying under tax consolidation.
Any current tax liabilities (or assets) and deferred
tax assets arising from unused tax losses of the
subsidiaries are assumed by the head entity in
the tax-consolidated group and are recognised
by the Group as amounts payable (receivable) to/
(from) other entities in the tax-consolidated group
in conjunction with any tax funding arrangement
amounts (refer below). Any difference between
these amounts is recognised by the Group as an
equity contribution or distribution.
The Group recognises deferred tax assets arising
from unused tax losses of the tax-consolidated
group to the extent that it is probable that future
taxable profits of the tax-consolidated group
will be available against which the asset can be
utilised.
Any subsequent period adjustments to deferred
tax assets arising from unused tax losses as a
result of revised assessments of the probability of
recoverability is recognised by the head entity only.
Z: Financial Instruments
Initial Recognition and Measurement
Financial assets and financial liabilities are
recognised when the Company becomes a party to
the contractual provisions to the instrument. For
financial assets, this is the date that the Company
commits itself to either the purchase or sale of the
assets (i.e. trade date accounting is adopted).
Classification and Subsequent
Measurement
Financial Liabilities
Financial instruments are subsequently measured
at amortised cost using the effective interest
methods.
The effective interest method is a method
of calculating the amortised cost of a debt
instrument and of allocating interest expense in
profit or loss over the relevant period. The effective
interest rate is the internal rate of return of the
financial asset or liability. That is, it is the rate that
exactly discounts the estimated future cash flows
through the expected life of the instrument to the
net carrying amount at initial recognition.
Financial Assets
Financial assets are subsequently measured at fair
value through profit or loss.
The initial designation of the financial instruments
to measure at fair value through profit or loss
is a one-time option on initial classification
and is irrevocable until the financial asset is
derecognised.
Derecognition
Derecognition refers to the removal of a previously
recognised financial asset or financial liability from
the statement of financial position.
Derecognition of financial liabilities
A liability is derecognised when it is extinguished
(ie, when the obligation in the contract is
discharged, cancelled or expires). An exchange of
an existing financial liability for a new one with
substantially modified terms, or a substantial
modification to the terms of a financial liability
is treated as an extinguishment of the existing
liability and recognition of a new financial liability.
The difference between the carrying amount
of the financial liability derecognised and the
consideration paid and payable, including any non-
cash assets transferred or liabilities assumed, is
recognised in profit or loss.
Derecognition of financial assets
A financial asset is derecognised when the
holder’s contractual rights to its cash flows
expire, or the asset is transferred in such a way
that all the risks and rewards of ownership are
substantially transferred.
All the following criteria need to be satisfied for
derecognition of financial assets:
V the right to receive cash flows from the asset
has expired or been transferred;
V all risk and rewards of ownership of the asset
have been substantially transferred; and
V the Company no longer controls the asset
(ie, the Company has no practical ability to
make a unilateral decision to sell the asset to a
third party).
AA: 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.
41
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
42
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.
AB: Goods and Services Tax (‘GST’) and
Other Similar Taxes
Revenues, expenses and assets are recognised net
of the amount of associated GST, unless the GST
incurred is not recoverable from the tax authority. In
this case it is recognised as part of the cost of the
acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of
the amount of GST receivable or payable. The net
amount of GST recoverable from, or payable to, the
tax authority is included in other receivables or other
payables in the statement of financial position.
Cash flows are presented on a gross basis.
The GST components of cash flows arising
from investing or financing activities which are
recoverable from, or payable to the tax authority,
are presented as operating cash flows.
AC: Estimation of Useful Lives of Assets
The Group determines the estimated useful lives
and related depreciation for its property, plant
and equipment. The useful lives could change
significantly as a result of technical innovations or
other events. The depreciation charge will increase
where the useful lives are less than previously
estimated, or technically obsolete or non-strategic
assets have been abandoned or sold will be
written off or written down.
AD: Operating Segments
An operating segment is a component of the Group
that engages in business activities from which it
may earn revenues and incur expenses, including
revenues and expenses that relate to transactions
with any of the Group’s other components.
AE: Business Combinations
The acquisition method of accounting is used to
account for business combinations regardless of
whether equity instruments or other assets are
acquired.
The consideration transferred is the sum of
the acquisition-date fair values of the assets
transferred, equity instruments issued or liabilities
incurred by the acquirer to former owners of the
acquiree and the amount of any non-controlling
interest in the acquiree. For each business
combination, the non-controlling interest in the
acquiree is measured at either fair value or at the
proportionate share of the acquiree’s identifiable
net assets. All acquisition costs are expensed as
incurred to profit or loss.
On the acquisition of a business, the consolidated
entity assesses the financial assets acquired and
liabilities assumed for appropriate classification
and designation in accordance with the
contractual terms, economic conditions, the
consolidated entity’s operating or accounting
policies and other pertinent conditions in
existence at the acquisition-date.
Where the business combination is achieved in
stages, the consolidated entity remeasures its
previously held equity interest in the acquiree at
the acquisition-date fair value and the difference
between the fair value and the previous carrying
amount is recognised in profit or loss.
Contingent consideration to be transferred by
the acquirer is recognised at the acquisition-date
fair value. Subsequent changes in the fair value
of the contingent consideration classified as an
asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is
not remeasured and its subsequent settlement is
accounted for within equity.
The difference between the acquisition-date fair
value of assets acquired, liabilities assumed and
any non-controlling interest in the acquiree and
the fair value of the consideration transferred
and the fair value of any pre-existing investment
in the acquiree is recognised as goodwill. If the
consideration transferred and the pre-existing fair
value is less than the fair value of the identifiable
net assets acquired, being a bargain purchase to
the acquirer, the difference is recognised as a gain
directly in profit or loss by the acquirer on the
acquisition-date, but only after a reassessment
of the identification and measurement of the net
assets acquired, the non-controlling interest in the
acquiree, if any, the consideration transferred and
the acquirer’s previously held equity interest in the
acquirer.
Business combinations are initially accounted for
on a provisional basis. The acquirer retrospectively
adjusts the provisional amounts recognised and
also recognises additional assets or liabilities
during the measurement period, based on
new information obtained about the facts and
circumstances that existed at the acquisition-
date. The measurement period ends on either
the earlier of (i) 12 months from the date of the
acquisition or (ii) when the acquirer receives all the
information possible to determine fair value.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
AF: New Accounting Standards
Not Yet Adopted
Australian Accounting Standards and interpretations
that have recently been issued or amended but are
not yet mandatory, have not been early adopted
by the Company for the annual reporting period
ended 30 June 2020. The Company’s assessment
of the impact of these new or amended Accounting
Standards and interpretations, most relevant to the
Company, are set out below.
AASB 2019-1 Amendments to Australian
Accounting Standards – References to the
“Conceptual Framework”
AASB 2019-1 amends Australian Accounting
Standards to reflect the issue of the Conceptual
Framework. The revised Conceptual Framework is
applicable to annual reporting periods beginning
on or after 1 January 2020 and early adoption
is permitted. The Conceptual Framework
contains new definition and recognition criteria
as well as new guidance on measurement
that affects several Accounting Standards.
Where the Company has relied on the existing
framework in determining its accounting policies
for transactions, events or conditions that are
not otherwise dealt with under the Australian
Accounting Standards, the Company may need to
review such policies under the revised framework.
AASB 2019-5 Amendments to Australian
Accounting Standards – Disclosure of
the Effect of New IFRS Standards Not Yet
Issued in Australia
AASB 2019-5 makes amendments to AASB 1054
Australian Additional Disclosures by adding a
disclosure requirement for an entity intending
to comply with IFRS Standards to disclose the
information required by paragraph 30 of AASB 108
(regarding disclosing the effect of new standards
not yet issued) to IFRS Standards that have not yet
been issued by the Australian Accounting Standards
Board. AASB 2019-5 mandatorily applies to annual
reporting periods commencing on or after 1 January
2020 and will be first applied by the Group in the
financial year commencing 1 July 2020.
AASB 2020-1: Amendments to Australian
Accounting Standards – Classification of
Liabilities as Current or Non-current
AASB 2020-1 amends AASB 101 Presentation of
Financial Statements to clarify requirements for
the presentation of liabilities in the statement of
financial position as current or non-current. AASB
2020-1 mandatorily applies to annual reporting
periods commencing on or after 1 January 2022
and will be first applied by the Group in the
financial year commencing 1 July 2022.
AASB 2020-3 Amendments to Australian
Accounting Standards – Annual
Improvements 2018 – 2020 and Other
Amendments
AASB 2020-3 amends AASB 1 First-time Adoption
of Australian Accounting Standards, AASB
3 Business Combinations, AASB 9 Financial
Instruments, AASB 116 Property, Plant and
Equipment, AASB 137 Provisions, Contingent
Liabilities and Contingent Assets and AASB 141
Agriculture as a consequence of the recent
issuance by IASB of the following IFRS: Annual
Improvements to IFRS Standards 2018-2020,
Reference to the Conceptual Framework, Property,
Plant and Equipment: Proceeds before Intended
Use and Onerous Contracts – Cost of Fulfilling
a Contract. AASB 2020-3 mandatorily applies to
annual reporting periods commencing on or after 1
January 2022 and will be first applied by the Group
in the financial year commencing 1 July 2022.
The likely impact of the above accounting standards
not yet adopted on the financial statements of the
Company is yet to be determined.
AG: Critical accounting judgements,
estimates and assumptions
The preparation of the financial statements
requires management to make judgements,
estimates and assumptions that affect the
reported amounts in the financial statements.
Management continually evaluates its judgements
and estimates in relation to assets, liabilities,
contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and
assumptions on historical experience and on other
various factors, including expectations of future
events, management believes to be reasonable
under the circumstances. The resulting accounting
judgements and estimates will seldom equal the
related actual results. The judgements estimates
and assumptions that have a significant risk of
causing a material adjustment to the carrying
amounts of assets and liabilities (refer to the
respective Notes) within the next financial year are
discussed below.
Coronavirus (COVID-19) Pandemic
Judgement has been exercised in considering the
impacts that the Coronavirus (COVID-19) pandemic
has had, or may have, on the consolidated entity
based on known information. This consideration
extends to the nature of the products and services
offered, customers, supply chain, staffing and
geographic regions in which the consolidated
entity operates. Other than as addressed in
specific Notes, there does not currently appear to
be either any significant impact upon the financial
statements or any significant uncertainties with
43
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
44
respect to events or conditions which may impact
the consolidated entity unfavourably as at the
reporting date or subsequently as a result of the
Coronavirus (COVID-19) pandemic.
Allowance for expected credit losses
The allowance for expected credit losses
assessment requires a degree of estimation and
judgement. It is based on the lifetime expected
credit loss, grouped based on days overdue,
and makes assumptions to allocate an overall
expected credit loss rate for each group. These
assumptions include recent sales experience,
historical collection rates, the impact of the
Coronavirus (COVID-19) pandemic and forward-
looking information that is available. The allowance
for expected credit losses, as disclosed below, is
calculated based on the information available at
the time of preparation. The actual credit losses in
future years may be higher or lower.
Income Tax
The Company is subject to income taxes in the
jurisdictions in which it operates. Significant
judgement is required in determining the
provision for income tax. There are many
transactions and calculations undertaken during
the ordinary course of business for which the
ultimate tax determination is uncertain. The
Company recognises liabilities for anticipated tax
audit issues based on the Company’s current
understanding of the tax law. Where the final tax
outcome of these matters is different from the
carrying amounts, such differences will impact the
current and deferred tax provisions in the period in
which such determination is made.
Business Combinations
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 Company
taking into consideration all available information
at the reporting date. Fair value adjustments on
the finalisation of the Company 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.
For accounting purposes, the acquisition of
waterwell drilling assets from Ausdrill and Pentium
Hydro’s equity (“Acquisitions”) are considered to
be one transaction given the intents of all parties
and the terms and conditions precedent of the
respective acquisition agreements.
The Company has determined that the
Acquisitions constitute a business combination
in accordance with the definitions and guidance
provided by AASB 3 Business Combinations and
has accounted for the Acquisitions in accordance
with that standard at 30 June 2020. In
accordance with AASB 3 the assets and liabilities
acquired have been recorded by the Group at their
acquisition date fair values, resulting in a gain on
bargain purchase.
For further details refer to Note 25 of the
consolidated financial statements.
Share-Based Payments
The Company measures the cost of equity-settled
transactions with suppliers and employees by
reference to the fair value of the goods or services
received provided this can be estimated reliably.
If a reliable estimate cannot be made the value of
the goods or services is determined indirectly by
reference to the fair value of the equity instrument
granted. The fair value of the equity instruments
granted is determined using the Black-Scholes
option pricing model taking into account the
terms and conditions upon which the instruments
were granted. The accounting estimates and
assumptions relating to equity-settled share-
based payments would have no impact on the
carrying amounts of assets and liabilities within
the next annual reporting period but may impact
profit or loss and equity.
Revenue From Contracts With Customers
The Company has applied the following
judgements that significantly affect the
determination of the amount and timing of
revenue from contracts with customers.
Revenue from customer contracts is recognised
upon satisfaction of a performance obligation under
those contracts either over time. For drilling services
provided under contract, revenue is recognised
in accordance with a specified unit of production
based on rates agreed to with the customer (for
example meters drilled or hours worked).
Dry Hire revenue is also recognised over a period
of time based on set day rates for supply, as the
customer simultaneously receives and consumes
the benefits provided by the Company.
The sale of goods (consumables) is recognised at a
point in time when control of the goods passes to
the customer under those contracts (for example
the sale of certain items including consumables).
Mobilisation/demobilisation revenue are distinct,
separately identifiable contractual performance
obligations and are recognised as revenue upon
completion of the mobilisation/demobilisation
event, once this performance obligation has
been satisfied.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 3: Operating Segments
The Company has one reportable segment,
Pentium Hydro which is the Group’s operational
business unit.
The Group has identified its operating segments
based on the internal reports that are reviewed and
used by the Board of Directors (the chief operating
decision makers) in assessing performance and
in determining the allocation of resources. The
major results of the Group’s sole operating segment
are consistent with the presentation of these
consolidated financial statements.
Note 4: Revenue From Contracts With Customers
30-June-20
$
30-June-19
$
Revenue recognised over a period of time from contracts with Australian customers:
- Drilling services
- Dry-hire revenue
Sub-total
6,933,556
1,855,250
8,788,806
Revenue recognised at a point in time from contracts with Australian customers
-
-
-
-
-
-
45
2,802,737
321,046
3,123,783
11,912,589
- Sale of goods (consumables)
- Mobilisation / demobilisation
Sub-total
Total revenue
Note 5: Other Income
Finance income
Other revenue
Cash boost stimulus (COVID-19)
Gain on bargain purchase (Note 25)
Realised currency gains / (losses)
Net gain on disposal of assets (Note 13)
Total
30-June-20
$
30-June-19
$
24,356
4,626
50,000
7,197,076
(1,346)
109,037
7,383,749
-
-
-
-
-
-
-
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 6: Expenses
Breakdown of expenses by nature:
Administration and Corporate expense
- Office expenses
- Corporate costs and compliance
- Other expenses
Total
Employee benefits expense
- Wages and salaries (inclusive of superannuation)
- Employment related taxes
- Share-based payment expense (Note 22)
-Other employment related expenses
Total
Depreciation and Amortisation Expense
- Plant and equipment depreciation
- Land and buildings lease amortisation
46
Total
Finance Costs
- Interest expense
- Borrowing expense
- Bank fees
- Transactions costs
Total
Consumables and other direct expenses
- Consumables
- Other direct expenses
Total
Note 7:
Income Tax Expense
A: Components of Income Tax Expense
Current tax
Deferred tax
Under / (over) provision in prior years
Income tax expense / (benefit)
30-June-20
$
30-June-19
$
289,987
791,934
185,478
1,267,399
4,868,894
140,669
1,660,000
55,166
6,724,729
2,883,962
103,618
2,987,580
329,888
16,768
5,557
242,823
595,036
3,466,551
1,782,300
5,248,851
30,455
407,977
34,853
473,285
174,000
-
-
-
174,000
-
-
-
-
-
-
-
-
-
-
-
30-June-20
30-June-19
$
-
(2,362,552)
-
(2,362,552)
$
-
-
-
-
Vysarn Limited (ABN 41 124 212 175) and controlled entities Note 7: Income Tax continued…
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
B: Prima Facie Tax Payable
The prima facie tax payable on profit before income tax is reconciled
to the income tax expense as follows:
Prima facie income tax payable on profit before income tax at 27.5%
680,004
(145,148)
30-June-20
30-June-19
$
$
Add/(less) tax effect of:
Entertainment
Inventory
Plant and equipment
Share based payments
Non-assessable cash boost payment
2,358
266,482
(3,331,471)
33,825
(13,750)
-
-
-
-
-
Income tax expense / (benefit) attributable to profit
(2,362,552)
(145,148)
C: Current Tax Liability
Current tax relates to the following:
Current tax liabilities / (assets)
D: Deferred Tax
Deferred tax relates to the following:
Deferred tax assets balance comprises:
Plant and equipment under lease
Accruals
Provisions - annual and long service leave
Borrowing costs
Capital raising costs
Business related costs
Tax losses
Income tax expense attributable to profit
Deferred tax liabilities balance comprises:
Prepayments
Accrued income
Plant and equipment
Plant and equipment under lease
Spare parts
Net deferred tax
47
-
655,638
94,742
12,501
3,661
115,308
8,385
753,656
1,643,891
(3,266)
(175,523)
(1,545,739)
(639,180)
(192,981)
(2,556,689)
912,798
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 7: Income Tax continued…
30-June-20
$
30-June-19
$
E: Deferred income tax (revenue)/expense included in income tax
expense comprises:
Decrease / (increase) in deferred tax assets
(Decrease) / increase in deferred tax liabilities
Total
(1,991,832)
(370,720)
(2,362,552)
-
-
-
F: Deferred income tax related to items charged or credited directly to equity
Decrease / (increase) in deferred tax assets
144,135
-
(Decrease) / increase in deferred tax liabilities
Total
-
144,135
-
-
At 30 June 2020, the Company has carried forward revenue tax losses of $2,740,568 (2019: $512,951).
These losses remain available to offset against future taxable income amounts subject to passing the
ownership and business continuity tests as required by the Australian Taxation Office.
Note 8: Remuneration of Auditors
During the financial year the following fees were paid or payable for services provided by the auditor
of the Company:
48
Remuneration of the auditor of the Company (Pitcher Partners
BA&A Pty Ltd and its related entities) for:
- Auditing or reviewing the financial reports
- Non-audit services
Total
Note 9: Earnings Per Share
30-June-20
$
30-June-19
$
39,659
19,669
59,328
28,990
4,555
33,545
30-June-20
$
30-June-19
$
Earnings per share for (loss)/profit
Profit / (Loss) after income tax attributes to the owners
of Vysarn Limited
4,835,295
(483,826)
Weighted average number of ordinary shares used in calculating
basic earnings per share
Number
Number
272,320,484
136,228,616
Weighted average number of ordinary shares used in calculating
diluted earnings per share
302,320,484
136,228,616
Basic earnings / (loss) per share
Diluted earnings / (loss) per share
Cents
0.0178
0.0160
Cents
(0.355)
(0.3550)
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Accounting Policy for Earnings Per Share
Basic Earnings Per Share
Basic earnings or loss per share is calculated
by dividing the profit or loss attributable to the
owners of the Company, excluding any costs of
servicing equity other than ordinary shares, by
the weighted average number of ordinary shares
outstanding during the financial year, adjusted for
bonus elements in ordinary shares issued during
the financial year.
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.
Note 10: Current Assets – Cash and Cash Equivalents
Cash at bank
Cash and cash equivalents - term deposit
Total
30-June-20
30-June-19
$
8,372,780
1,333,333
9,706,113
$
6,983,931
-
6,983,931
Accounting Policy for Cash
and Cash Equivalents
Cash and cash equivalents are short term, highly
liquid investments that are readily convertible to
known amounts of cash and which are subject
to an insignificant risk of changes in value. Cash
and cash equivalents includes cash on hand and
deposits held at call with financial institutions with
a short maturity period of 90 days or less.
Non-cash Investing and
Financing Activities
On 28 August 2019, the Group issued 7,800,000
shares to the vendors of Pentium Hydro as
consideration for 100% of the issued capital of
Pentium Hydro. The shares were valued based on
the public offer price of $0.054 per share, totalling
$421,200. Refer to Note 25 of the financial report
for further information.
49
Note 10a: Cash Flow Information
Profit / (loss) after income tax expense for the year
Non-cash flows in result from continuing activities:
Share based payments (benefit) / expense
Depreciation and amortisation
Tax expense / (benefit)
Gain on bargain purchase
Changes in assets and liabilities:
(Increase) / decrease in inventories
(Increase) / decrease in trade and other receivables
Increase / (decrease) in employee entitlements
Increase / (decrease) in trade and other payables
Increase / (decrease) in other assets and liabilities
Net cash (used in)/provided by operating activities
30-June-20
$
4,835,295
30-June-19
$
(483,826)
1,660,000
2,987,580
(2,362,552)
(7,197,076)
(2,641,305)
(2,730,289)
215,488
4,741,535
2,480,623
1,989,299
-
-
-
-
-
(22,800)
-
79,006
5,000
(422,620)
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 11: Current Assets – Trade and Other Receivables
Trade receivables
GST receivable
Other receivable
Total
For further Information regarding trade and other
receivables see Note 23, recoverability Is based on
the underlying terms of the contract.
Current trade and other receivables are non-
interest bearing and generally on 30-day end of
month terms.
30-June-20
$
2,766,495
-
-
2,766,495
30-June-19
$
-
33,307
2,899
36,206
Impairment and Risk Exposure
Trade and other receivables are assessed for
recoverability based on the underlying terms
of the contract. A provision for impairment is
recognised when there is objective evidence that
an individual trade or other receivable is impaired.
No impairment provision was recorded at 30 June
2020 based on management’s assessment.
Information about the impairment of trade
receivables and the group’s exposure to credit risk,
foreign currency risk and interest rate risk can be
found in the Note 23 below.
Note 12: Inventories
50
Consumables and spare parts
Contract fulfilment costs
Total
Inventory is stated at the lower of cost or net realisable value.
Note 13: Assets Classified as Held for Sale
Non-current assets held for sale
Plant and equipment
Total
30-June-20
30-June-19
$
2,334,712
306,593
2,641,305
$
-
-
-
30-June-20
30-June-19
$
152,727
152,727
$
-
-
The Company has identified several items of plant and equipment for disposal considered surplus to its
operational needs. These items have been listed for sale with an equipment broker, with sales expected
to complete in 2020.
Several items of plant and equipment were sold during the year resulting in a gain on disposal of assets
of $109,037.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 14: Prepayments and Other Assets
Deposits
Prepayments
Total
Note 15: Plant and Equipment
30-June-20
30-June-19
$
53,438
108,433
161,871
$
-
14,501
14,501
30-June-20
30-June-19
Cost
Accumulated depreciation
Net carrying amount
Consolidated Group
Carrying amount
at 30 June 2019
Additions
Disposals
$
27,591,744
(2,883,962)
24,707,782
Plant and
equipment
Trucks,
trailers and
light vehicles
Computer
Equipment
Assets Not
Held Ready
for Use
$
-
$
-
$
-
$
-
$
-
-
-
Total
$
-
17,052,820
8,356,230
76,769
2,105,925
27,591,744
Depreciation expense
(1,869,804)
(1,003,605)
(10,553)
-
-
-
-
-
-
(2,883,962)
51
Balance at 30 June 2020
15,183,016
7,352,625
66,216
2,105,925
24,707,782
Prior to initial rig suite deployment, the Group capitalised a total $1,611,251 during the period across all rig suites.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 15: Plant and Equipment (continued)
As announced on 27 May 2020, the Company
entered into an Asset Sale Agreement (“ASA”)
for the acquisition of two previously owned
dual rotary drill rigs. Under the agreement, the
Company purchased a Foremost DR12 and a
Foremost DR24 for circa $2,100,000 from the
business trading as Southern Rig Hires in New
Zealand. Completion of the ASA occurred on 30
June 2020 (“Completion Date”). These assets
were classified as Assets Not Held Ready For Use
as at 30 June 2020, noting they were in transit to
Western Australia from New Zealand.
The Company made an upfront payment of
$500,000 on Completion Date, with the balance
of $1,600,000 (plus interest) to be paid over a
24-month period via a vendor loan agreement.
The vendor loan agreement is secured against the
two drill rigs.
Note 16: Right-Of-Use Assets
NON-CURRENT
Land and buildings - right-of-use
Less: accumulated amortisation
Total
Note 17: Borrowings
52
CURRENT
Insurance premium funding (a)
Asset finance facilities (b)
Current maturities of long-term bank loan (c)
Sub-total
NON-CURRENT
Asset finance facilities (b)
Long-term bank loan, net of current maturities (c)
Sub-total
Total
Insurance premium
A:
The insurance premium funding bears interest
at prevailing market rates and repayable over
11 months.
B:
Asset finance facilities including
vendor loan agreement
The asset finance facilities bear fixed interest
at prevailing market rates (ranging from 3.3% to
4%) and are primarily repayable over 1 to 4 years.
The asset finance facilities and the vendor loan
agreement are secured via a registered GSA over
vehicles and drill rigs which were purchased under
the relevant agreements.
30-June-20
30-June-19
$
828,948
(103,618)
725,330
$
-
-
-
30-June-20
30-June-19
$
27,120
708,066
2,335,078
3,070,264
1,030,013
5,677,757
6,707,770
9,778,034
$
-
-
-
-
-
-
-
-
C: Long-term bank loan
The Group has a long-term bank loan with a major
bank which bears interest at 4.41% per annum
and repayable over 4 years. The loan is secured
by items of plant and equipment obtained as part
of the acquisition from Ausdrill (refer Note 25);
the Group has also provided a general security
agreement to the bank in respect of the Group’s
existing and future assets. The loan is repayable in
monthly instalments until its expiry in July 2023.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 18: Trade and Other Payables
Trade payables
GST liability
PAYG withholdings payable
Accruals
Other payables
Total
30-June-20
30-June-19
$
3,610,317
119,376
544,499
500,044
77,791
4,852,027
$
68,824
-
-
-
41,668
110,492
Note 19: Employee Liabilities
30-June-20
30-June-19
CURRENT
Provision for annual leave
Superannuation liability
Sub-total
NON-CURRENT
Liability for long service leave
Sub-total
Total
$
45,457
170,031
215,488
-
-
215,488
$
-
-
-
-
-
-
53
The Group’s exposure to liquidity risk related to trade and other payables is disclosed in Note 23 below.
Note 20: Share Capital
30-June-20
30-June-19
$
$
A: Share Capital
386,955,864 (30 June 2019: 136,228,616) fully paid ordinary shares
19,135,614
29,912,298
Ordinary shares
During the 12-month period ended 30 June 2020, the Group issued 250,727,248 ordinary shares (30 June
2019: $Nil). All issued shares are fully paid.
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the
company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the company does not have a limited amount of authorised capital. 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.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 20: Share Capital continued…
B: Movement in Ordinary Capital
Ordinary Shares
30-June-20
30-June-20
30-June-19
30-June-19
At the beginning of the reporting period
136,228,616
29,912,298
136,228,616
29,912,298
No.
$
No.
$
28 August 2019
Shares issued under the public offer
28 August 2019
Shares issued under the Director
past services offer to Directors as
remuneration for past services (Note 22)
28 August 2019
Shares issued under the Pentium
Hydro offer to Pentium Hydro vendors
as consideration for the Company’s
acquisition of the entire issued capital of
Pentium Hydro (Note 22)
30 June 2020
Issued of shares under rights issue2
Transaction costs
Reduction in capital not represented by
available assets1
129,629,630
7,000,000
24,000,000
1,296,000
7,800,000
421,200
89,297,618
4,018,393
-
-
(524,126)
(22,988,151)
-
-
-
-
-
-
-
-
-
-
-
-
Total
386,955,864
19,135,614
136,228,616
29,912,298
54
1. As at 30 June 2019, the Company had accumulated losses of $22,988,151 from it’s previous operating activities. During
the year, the Company acquired waterwell drilling assets and associated inventory from Ausdrill. This Transaction
represented a significant change in the nature and scale of the activities of the Company from previous periods.
On 27 August 2020, the Board of Directors resolved to reduce the Company’s share capital by $22,988,151, in
accordance with section 258F or the Corporations Act 2001, reducing accumulated losses deemed to be of a
permanent nature by the same amount.
There is no impact on shareholders from the capital reduction as no shares have been cancelled or rights varied,
and there is no change in the net asset position of the Company. There is also no impact on the availability of the
Company’s tax losses from this capital reduction
2. On 18 May 2020, the Company announced it was undertaking a 3 for 10 non-renounceable rights issue of up to
89.3 million fully paid ordinary shares at an issue price of $0.045 per share to raise up to approximately $4 million.
The offer was open to all shareholders with a registered address within Australia or New Zealand who held shares
on the record date of Wednesday, 3 June 2020. The offer closed on 23 June 2020, with the Company receiving
applications exceeding the amount offered of $4.02 million. On 30 June 2020, the Company subsequently issued
89,297,618 shares at an issue price of $0.045 per share raising $4.02 million (before costs) under a non-renounceable
rights issue.
Accounting Policy for 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.
Capital Risk Management
The Company’s objectives when managing
capital is to safeguard its ability to continue as a
going concern, so that it can provide returns for
shareholders and benefits for other stakeholders
and to maintain an optimum capital structure
to reduce the cost of capital. Capital is regarded
as total equity as recognised in the statement of
financial position.
In order to maintain or adjust the capital
structure, the Company may adjust the amount of
dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 21: Reserves
30-June-20
30-June-19
A: Share Based Payment Reserve
20,000,000 options (30 June 2019: $Nil) and 10,000,000
performance rights (30 June 2019: $Nil) on issue
B: Movement in Share Based Payment Reserve
Share Based Payment Reserve
At the beginning of the period
28 August 2019
10,000,000 options issued under the Chairman options offer
28 August 2019
10,000,000 performance rights issued as performance incentives to
executive Directors
28 October 2019
5,000,000 unvested performance rights lapsed and cancelled
3 February 2020
10,000,000 options issued under the Managing Director options offer
3 February 2020
5,000,000 performance rights issued to the Managing Director
Total
$
364,000
-
241,000
-
-
123,000
-
364,000
$
-
-
-
-
-
-
-
-
Note 22: Share Based Payments
During the year ended 30 June 2020 the Company recorded the following share-based payments:
55
Share Issue
Remuneration of Directors for Past Services
The issue of 24,000,000 shares to Directors as
remuneration for past services under the Director
past services offer to Directors. The shares were
valued based on the public offer price of $0.054.
Mr Peter Hutchinson (or nominee) received
15,500,000 shares equivalent to a fee of $837,000
under the Director past services offer. Mr Nicholas
Young (or nominee) received 4,250,000 shares
equivalent to a fee of $229,500 under the Director
past services offer. Mr Faldi Ismail (or nominee)
received 4,250,000 shares equivalent to a fee of
$229,500 under the Director past services offer.
Pentium Hydro Offer
The issue of 7,800,000 shares to Pentium Hydro
vendors as consideration for the Company’s
acquisition of the entire issued capital of Pentium
Hydro under the Pentium Hydro offer. The shares
were valued based on the public offer price of $0.054.
A total of 7,800,000 shares were issued to related
party vendors of the Company as noted below.
Connada Pty Ltd an entity controlled by executive
Director Mr Sheldon Burt received 2,925,000
shares under the Pentium Hydro offer equivalent
to consideration of $157,950. Insight Ecosys Pty Ltd
an entity controlled by non-executive Director Mr
Chris Brophy received 2,925,000 shares under the
Pentium Hydro offer equivalent to consideration
of $157,950. Artificial Holdings Pty Ltd a nominee
of Mr Sheldon Burt and Mr Chris Brophy received
1,170,000 shares under the Pentium Hydro offer
equivalent to consideration of $63,180. STRK
Corporate Pty Ltd a nominee of Mr Sheldon Burt
and Mr Chris Brophy received 780,000 shares
under the Pentium Hydro offer equivalent to
consideration of $42,120.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 22: Share Basded Payments continued…
Options
During the 12-month period ended 30 June 2020, the Group issued 20,000,000 options (30 June 2019: $Nil).
Options
30-Jun-20
30-Jun-20
30-Jun-19
30-Jun-19
At the beginning of the reporting period
Options issued under the Chairman
options offer
Options issued under the Managing
Director options offer
No.
-
$
-
10,000,000
241,000
10,000,000
123,000
Total
20,000,000
364,000
No.
-
-
-
-
$
-
-
-
-
During the year ended 30 June 2020 the Company
issued the following options over ordinary shares
to Directors as part of compensation that were
outstanding as at 30 June 2020.
Chairman Option Offer
The issue of 10,000,000 options exercisable
at $0.054 on or before 28 August 2024 as
performance incentives under the Chairman
options offer.
The options were issued to Chairman Mr Peter
Hutchinson in lieu of cash fees for the first 6
months following completion of the Acquisitions.
Managing Director Option Offer
The issue of 10,000,000 options to Managing
Director Mr James Clement as part of his
remuneration package. The shares were valued
based on the public offer price of $0.054.
The options have been valued using a Hoadley
option pricing model.
Fair Value
The Hoadley option pricing model was used to
determine the fair value of the unlisted options
issued. The Hoadley inputs and valuation were
as follows:
56
Options
Chairman Options
Number of options
Grant date
Share price at grant date
Issue date
Exercise price
Expected volatility
Implied option life
Expected dividend yield
Risk free rate
Performance hurdle
Valuation per option $
Total valuation
10,000,000
5-Jul-19
$0.033
28-Aug-19
$0.054
100%
5 years
-
1.50%
-
$0.0241
$241,000
Managing Director Options
Class A
5,000,000
3-Feb-20
$0.67
3-Feb-20
$0.075
100%
3 years
-
0.70%
Class B
5,000,000
3-Feb-20
$0.67
3-Feb-20
$0.075
100%
3 years
-
0.70%
30 day VWAP of $0.085 30 day VWAP of $0.100
$0.012734
$63,670
$0.011866
$59,330
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 22: Share Basded Payments continued…
Performance Rights
During the year ended 30 June 2020, the Company
issued 15,000,000 executive performance rights
in three tranches as performance incentives for
executive Directors Mr Chris Brophy, Mr Sheldon
Burt, and Managing Director, Mr James Clement.
The 5,000,000 executive performance rights
issued to Mr Brophy lapsed given his employment
condition as an executive could no longer be met.
These unvested, lapsed performance rights were
then cancelled.
On 28 October 2019, Mr Chris Brophy transitioned
from executive Director to non-executive Director.
Accordingly, as at 30 June 2020, the balance of the
executive performance rights was 10,000,000.
Performance Rights
30-June-20
30-June-20
30-June-19
30-June-19
At the beginning of the reporting period
28 August 2019- performance rights
issued as performance incentives to
executive Directors
No.
-
10,000,000
28 October 2019 – unvested
performance rights lapsed and cancelled
(5,000,000)
30 January 2020 – performance rights
issued as performance incentives to the
Managing Director
Total
5,000,000
10,000,000
$
-
-
-
-
-
No.
-
-
-
-
-
$
-
-
-
-
-
As at 30 June 2020, 10,000,000 performance rights were on issue and outstanding. Each performance
right will convert on a 1:1 basis to fully paid ordinary shares upon achievement of their relevant vesting
conditions (refer below).
57
Tranche
Number of Performance
Rights on Issue
Condition Test Date
Vesting Condition
1
2
3
Where the:
3,333,333
3,333,333
3,333,334
30 June 2022
30 June 2023
30 June 2024
Employment condition1
Cumulative EPS condition2
1. Employment condition – means the holder of the Rights remains employed by the Company at the condition Test
Date; and
2. Cumulative EPS condition – means the earnings per share (EPS) based on the achievement of compound annual
growth in the Company’s EPS of 15% per annum from the financial year 30 June 2020, subject to a minimum EPS of
$0.01 for the financial year ending 30 June 2020. The EPS calculation will be based on the Company’s cumulative
net profit after tax up until the relevant condition test date divided by the weighted average number of shares on
issue over the relevant period, taking into account any new shares issued (or cancelled by the Company in the
relevant period).
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 22: Share Basded Payments continued…
Movements in Performance Rights
The movement during the reporting period in the number of performance rights in the Company held, directly,
indirectly or beneficially, by each key management personnel, including their related parties, is as follows:
Key Management
Personnel
Opening
balance
Granted as
compensation
Exercised
Cancelled
No.
No.
2020
No.
Peter Hutchinson
James Clement
Sheldon Burt
Christopher Brophy
Faldi Ismail
Nicholas Young
Total
-
-
-
-
-
-
-
No.
-
5,000,000
5,000,000
5,000,000
-
-
15,000,000
-
-
-
-
-
-
-
Closing
balance
No.
-
5,000,000
5,000,000
-
-
-
(5,000,000)
-
-
-
-
-
(5,000,000)
10,000,000
Vested
during the
year
No.
-
-
-
-
-
-
-
Performance Rights
At 30 June 2020, the unissued ordinary shares of the Company under performance rights are as follows:
Class
Number Under
Performance Rights
58
A
B
C
3,333,332
3,333,332
3,333,336
Value at
Grant Date
($)
191,666
191,667
191,667
30-Jun-22
30-Jun-23
30-Jun-24
Total
10,000,000
575,000
-
0%
0%
0%
-
-
-
-
-
Date of
Vesting
Management Probability
Assessment 30-June-20
Fair Value
($)
The performance rights have been valued based
on the Company’s share price as at the date
of their approval for issue. A total valuation
of $575,000 has been determined, assuming
satisfaction of performance conditions in full and
100% vesting rate.
At 30 June 2020 the Company has assessed
the likelihood of the achievement of the vesting
conditions in respect of tranches 1 – 3 of the
performance rights and determined that the
achievement of the vesting conditions is uncertain
at this point in time.
As a result, no share-based payment was recorded
in relation to the performance rights during
the year ended 30 June 2020, representing the
Company’s best estimate of the performance
rights that will eventually vest.
Share Based Payments Expense
Share based payment expense is comprised as follows:
24,000,000 shares issued to Directors as remuneration for past
services
20,000,000 options as performance incentives
Total share-based payments expense
30-June-20
30-June-19
$
1,296,000
364,000
1,660,000
$
-
-
-
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 23: Financial Instruments & Fair Value Measurement
A: Fair Values
A number of the Group’s accounting policies and
disclosures require the determination of fair value,
for both financial and non-financial assets and
liabilities. Fair values have been determined for
measurement and/or disclosure purposes based
on the following methods. Where applicable,
further information about the assumptions made
in determining fair values is disclosed in the Notes
specific to that asset or liability.
i. Trade and Other Receivables and Trade
and Other Payables
Trade and other receivables and trade and other
payables are short term instruments in nature
whose carrying value is equivalent to fair value.
ii. Fair Value Hierarchy
Financial instruments carried at fair value are
determined by valuation level, as determined
in accordance with the relevant accounting
standard. The different levels have been
defined as:
V Level 1: quoted prices (unadjusted) in active
markets for identical assets or liabilities;
V Level 2: inputs other than quoted prices
included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices); and
V Level 3: inputs for the asset or liability that
are not based on observable market data
(unobservable inputs).
There have been no transfers between levels
during the current or prior year.
All financial assets and liabilities carried at
fair value have been deemed to be level 2
within the fair value hierarchy. With respect
to specific financial assets and liabilities, the
following valuation methods have been used:
Term receivables and fixed interest securities
are determined by discounting the cash flows,
as at the market interest rates of similar
securities, to their present value.
Other loans and amounts due are determined
by discounting the cash flows, at market rates
of similar borrowings, to their present value.
Other assets and other liabilities approximate
their carrying value. The carrying amount
of all financial assets and financial liabilities
approximate their fair value at reporting date.
B: Financial Risk Management
Objectives
The Company’s activities expose it to a variety
of financial risks: market risk (including foreign
currency risk, price risk and interest rate risk),
credit risk and liquidity risk. The Company’s
overall risk management program focuses on the
unpredictability of financial markets and seeks to
minimise potential adverse effects on the financial
performance of the Company. The Company uses
different methods to measure different types of
risk to which it is exposed.
This Note presents information about the Group’s
exposure to each of the above risks, its objectives,
policies and processes for measuring and
managing risk, and the management of capital.
C: Risk Management Framework
The Board of Directors has overall responsibility
for the establishment and oversight of the risk
management framework. Due to the size of the
Group, and its low nature of risk with respect
to financial risk management, the Board is of
the opinion that there is no need to establish a
Risk Management Committee for developing and
monitoring risk management policies.
Risk management policies are established to
identify and analyse the risks faced by the Group,
to set appropriate risk limits and controls, and
to monitor risks and adherence to limits. Risk
management policies and systems are reviewed
regularly to reflect changes in market conditions
and the Group’s activities. The Group, through
its training and management standards and
procedures, aims to develop a disciplined and
constructive control environment in which all
employees understand their roles and obligations.
i. Market Risk
Market risk is the risk that changes in market
prices, such as foreign exchange rates, interest
rates and equity prices will affect the Group’s
income or the value of its holdings of financial
instruments. The objective of market risk
management is to manage and control market risk
exposures within acceptable parameters, while
optimising the return.
59
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 23: Financial Instruments & Fair Value Measurement continued…
ii. Foreign Currency Risk
The Company is not exposed to any significant
foreign currency risk. The Group is exposed to
currency risk on administration costs, purchases
of spare parts and plant and equipment that
are denominated in New Zealand dollars (NZD)
and US dollars (USD). The Group does not use
currency hedging for administration expenses as
the receipts in NZD and USD are used to meet
the liability obligations of the Group entities
denominated in NZD and USD.
The use of currency hedging for exposures relating
to spare parts and plant and equipment purchases
are assessed on a case by case basis. During the
financial year ended 30 June 2020, the Group
did not enter into any forward foreign currency
contracts.
iii. Interest Rate Risk
Exposure to interest rate risk arises on financial
assets and financial liabilities recognised at the
end of the reporting period whereby a future
change in interest rates will affect future cash
flows or the fair value of fixed rate financial
instruments. The Group is also exposed to
earnings volatility on floating rate instruments.
borrowings by using a mix of fixed and floating
rate debt. The Group is exposed to movements
in market interest rates on short term deposits.
The Directors monitor the Group’s cash position
relative to the expected cash requirements.
Where appropriate, surplus funds are placed on
deposit earning higher interest. The Group also
has short- or long-term debt, and therefore the
risk is minimal.
The Company’s only exposure to interest rate risk
is in relation to deposits held. Deposits are held
with reputable banking financial institutions.
Profile
At the reporting date the interest rate profile of
the Group’s variable interest-bearing financial
instruments was:
Variable rate
instruments
Carrying Amount
30-June-20
30-June-19
($)
($)
Financial assets
9,706,113
6,983,931
Financial liabilities
-
-
Total
9,706,113
6,983,931
60
The financial instruments which primarily expose
the Group to interest rate risk are borrowings and
cash and cash equivalents. The Group manages
its exposure to changes in interest rates on
The table below illustrates the impact on profit
before tax based upon expected volatility of interest
rates using market date and analysis forecasts.
Basis
points
change
Basis points
increase
effect on
profit before
tax
Effect on
equity
Basis
points %
change
Basis points
decrease
effect on
profit before
tax
Effect on
equity
30 June 2020
Cash and equivalents
50
6,667
6,667
50
(6,667)
(6,667)
30 June 2019
Cash and equivalents
50
34,920
34,920
50
(34,920)
(34,920)
Vysarn Limited (ABN 41 124 212 175) and controlled entities Note 23: Financial Instruments & Fair Value Measurement continued…
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
iv. Price risk
The Company is not exposed to any significant
price risk.
v. Operational risk
Operational risk is the risk of direct or indirect loss
arising from a wide variety of causes associated
with the Group’s processes, personnel, technology
and infrastructure, and from external factors
other than credit, market and liquidity risks
such as those arising from legal and regulatory
requirements and generally accepted standards of
corporate behaviour. Operational risks arise from
all of the Group’s operations.
The Group’s objective is to manage operational risk
so as to balance the avoidance of financial losses
and damage to the Group’s reputation with overall
cost effectiveness and to avoid control procedures
that restrict initiative and creativity. The
primary responsibility for the development and
implementation of controls to address operational
risk is assigned to senior management within each
business unit.
This responsibility is supported by the development
of overall Group standards for the management of
operational risk in the following areas:
V Requirements for appropriate segregation of
duties, including the independent authorisations
of transactions;
V Requirements for the reconciliation and
monitoring of transactions;
V Compliance with regulatory and other legal
requirements;
V Documentation of controls and procedures;
V Requirements for the periodic assessment of
operational risks faced, and the competency
of personnel, adequacy of controls and risk
management procedures to address the risks
identified;
V Training and professional development;
V Ethical and business standards; and
V Risk mitigation, including insurance where this is
effective.
vi. Capital management
The Board’s policy is to maintain adequate capital
so as to maintain investor, creditor and market
confidence and to sustain future development of
the business.
The Group’s debt and capital structure includes
ordinary share capital and loans and borrowings.
The Group is not subject to externally imposed
capital requirements. Management effectively
manages the Group’s capital by assessing the
Group’s financial risk and adjusting its capital
structure in response to changes in these risks
and in the market. These responses include
the management of debt levels, distributions to
shareholders and share issues.
The Group’s debt-to-adjusted capital ratio at the
end of the reporting period was as follows:
Capital Management
Total liabilities
Less: cash and cash equivalents
Net debt
Total capital
30-June-20
30-June-19
($)
16,526,715
($)
110,492
(9,706,113)
(6,983,931)
6,820,602
(6,873,439)
24,334,908
29,912,298
Debt-to-capital ratio at the end of the period
0.28
(0.23)
61
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 23: Financial Instruments & Fair Value Measurement continued…
vii. Credit Risk
Credit risk is the risk of financial loss to the
Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations
and arises principally from the Group’s receivables
from customers.
Management has established a credit policy under
which each new customer and counterparties
to transactions are analysed individually for
creditworthiness before the Group’s standard
payment and delivery terms and conditions are
offered. The Group’s review includes the use of
external ratings, when available. Such monitoring is
used in assessing receivables for impairment.
Risk is also minimised through investing surplus
funds in financial institutions that maintain a
high credit rating. The Group’s exposure to credit
risk is influenced mainly by the individual credit
characteristics of each customer. 100% of revenue
is attributable to Australian entities.
Details with respect to credit risk of trade and
other receivables are provided below. Trade and
other receivables that are neither past due nor
impaired are considered to be of high credit quality.
Aggregates of such amounts are detailed below.
Impairment of financial assets
The Group hold trade receivables that are subject
to the expected credit loss model. While cash
and cash equivalents are also subject to the
impairment requirements of AASB 9, the identified
impairment loss was immaterial.
Trade receivables
The Group applies the AASB 9 simplified approach
to measuring the expected credit losses which
uses a lifetime expected loss allowance for all
trade receivables. The expected credit losses
have been grouped based on shared credit risk
characteristics and the days past due.
The historical loss rates are adjusted to reflect
current and forward- looking information on
macroeconomic factors affecting the ability of the
customers to settle the receivables.
On that basis, the loss allowance as at 30 June
2020 and 1 July 2019 was determined as follows
for trade receivables:
Current
< 30
31 - 60
61 - 120
> 120
Total ($)
62
1-July-19
Expected loss rate
0%
0%
0%
0%
Gross carrying amount
- trade receivables
Loss allowance
36,206
-
-
-
-
-
-
-
30-June-20
Expected loss rate
0%
0%
0%
0%
Gross carrying amount
- trade receivables
2,766,495
Loss allowance
-
-
-
-
-
-
-
3%
-
-
3%
-
-
36,206
-
2,766,495
-
Trade receivables are written off when there is no
reasonable expectation of recovery. Indicators that
there is no reasonable expectation of recovery
include, amongst others, the failure of a debtor to
engage in a repayment plan with the Group and
failure to make contractual payments for a period
of greater than 120 days past due.
Impairment losses on trade receivables are
presented as net impairment losses within
operating profit. Subsequent recoveries of
amounts previously written off are credited
against the same line item. The Group has not
recognised and impairment losses recognised
in the statement of profit or loss as at 30 June
2020 arising from contracts with customers.
The Group’s receivables consist of Tier 1/Tier 2
Mining companies on 30-day net terms with
no noted debtor payment issues to date since
commencement of current activities.
Exposure to Credit Risk
The carrying amount of the Group’s financial
assets represents the maximum credit exposure.
The credit risk on liquid funds is limited because
the counterparties are banks with a minimum
credit rating of AA assigned by reputable credit
rating agencies. The Group’s maximum exposure to
credit risk at the reporting date was:
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Note 23: Financial Instruments & Fair Value Measurement continued…
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Exposure to credit risk
30-June-20
30 -June-19
Cash and cash equivalents - AA Rated
Trade receivables
Total
viii. Liquidity Risk
Liquidity risks arises from the possibility that the
Company might encounter difficulty in settling
its debts or otherwise meeting its obligation
related to financial liabilities. Vigilant liquidity risk
management requires the Company to maintain
sufficient liquid assets (mainly cash and cash
equivalents) to be able to pay debts as and when
they become due and payable.
The Company manages liquidity risk by maintaining
adequate cash reserves and continuously
monitoring actual and forecast cash flows.
($)
9,706,113
2,766,495
12,472,608
($)
6,983,931
36,206
7,020,137
Remaining Contractual Maturities
The following tables detail the Company’s
remaining contractual maturity for its financial
instrument liabilities. The tables have been drawn
up based on the undiscounted cash flows of
financial liabilities based on the earliest date on
which the financial liabilities are required to be
paid. The tables include both interest and principal
cash flows disclosed as remaining contractual
maturities and therefore these totals may differ
from their carrying amount in the statement of
financial position.
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
30 June 2020
Non-derivatives
Interest bearing
Borrowings
Non-interest bearing
$
$
$
3,070,264
3,625,564
3,082,206
Trade and other payables
5,022,059
-
-
Total non-derivatives
8,092,323
3,625,564
3,082,206
30 June 2019
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Total non-derivatives
68,824
41,668
110,492
-
-
-
-
-
-
$
-
-
-
-
-
-
Remaining
contractual
cash flows
$
63
9,778,034
5,022,059
14,800,093
68,824
41,668
110,492
Fair Value of Financial Instruments
Unless otherwise stated, the carrying amounts of financial instruments approximate their fair value. The
carrying amounts of trade receivables and trade payables are assumed to approximate their fair values due
to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining
contractual maturities at the current market interest rate that is available for similar financial instruments.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 24: Related Party Transactions
A:
Individual Directors and Executives
Compensation Disclosures
Information regarding individual Directors and
executives’ compensation and some equity
instruments disclosures as permitted by
Corporations Regulations 2M.3.03 is provided in the
remuneration report section of the Directors’ Report.
Apart from the details disclosed in this Note, no
director has entered into a material contract with
the Group since the end of the previous financial
year and there were no material contracts involving
Directors’ interests existing at year-end.
B: Subsidiaries
All inter-company loans and receivables are
eliminated on consolidation and are interest free
with no set repayment terms.
C: Other Key Management Personnel
and Director Transactions
Purchases from and sales to related parties are
made on terms equivalent to those that prevail
in arm’s length transactions. The Company
acquired the following services from entities that
are controlled by members of the Company’s
KMP. Some Directors, or former Directors of the
Company, hold or have held positions in other
companies, where it is considered they control or
significantly influence the financial or operating
policies of those entities. Transactions between
related parties are on normal commercial terms
and conditions no more favourable than those
available to other parties unless otherwise stated.
Related party
Nature of transactions
Transaction value
Payable balance
Connada Pty Ltd / Mr
Sheldon Burt 1
Shares issued under the
Pentium Hydro offer
64
Insight Ecosys Pty Ltd / Mr
Chris Brophy 2
Shares issued under the
Pentium Hydro offer
Otsana Pty Ltd trading as
Otsana Capital / Mr Faldi
Ismail and Mr Nicholas Young
Lead manager and
capital raising services
Onyx Corporate Pty Ltd /
Mr Nicholas Young, Mr Faldi
Ismail and Ms Kyla Garic
Accounting and
company secretarial
services
30-Jun-20 30-Jun-19
30-Jun-20 30-Jun-19
$
157,950
157,950
$
-
-
$
-
-
642,702
30,000
11,000
213,216
54,150
11,034
$
-
-
-
-
1. Connada Pty Ltd an entity controlled by Mr Burt received 2,925,000 shares under the Pentium Hydro offer equivalent
to consideration of $157,950.
2. Insight Ecosys Pty Ltd an entity controlled by Mr Brophy received 2,925,000 shares under the Pentium Hydro offer
equivalent to consideration of $157,950.
There were no trade receivables to related parties for the financial year ending 30 June 2020 (2019: $Nil).
Artificial Holdings Pty Ltd a nominee of Mr Sheldon Burt and Mr Chris Brophy received 1,170,000 shares under the
Pentium Hydro offer equivalent to consideration of $63,180. STRK Corporate Pty Ltd a nominee of Mr Sheldon Burt
and Mr Chris Brophy received 780,000 shares under the Pentium Hydro offer equivalent to consideration of $42,120.
Refer to Note 22 for further details.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 25: Acquisitions of Pentium Hydro Pty Ltd and Ausdrill Assets
Summary of Acquisitions
As outlined in the Director’s report, the Company
has undertaken a significant change in the nature
and scale of its activities during the year through
the completion of a transaction with Ausdrill under
which it has acquired Ausdrill Asset’s from Ausdrill
for cash payment of $16 million.
On 28 August 2019 the Company issued 7,800,000
shares to the vendors of Pentium Hydro as
consideration for all of the issued capital of
Pentium Hydro, at which point Pentium Hydro
became a controlled entity of the Company.
Pentium Hydro is an Australian company
incorporated on 15 January 2019 by Sheldon Burt
and Chris Brophy for the purposes of seeking
drilling opportunities. On 29 August 2019 the
Company completed the Transaction with Ausdrill
via its wholly owned subsidiary Pentium Hydro.
For accounting purposes, the acquisitions
of Ausdrill Assets and Pentium Hydro equity
are considered to be one transaction given
the intents of all parties and the terms and
conditions precedent of the respective acquisition
agreements.
The Company has determined that the
Acquisitions constitute a business combination
in accordance with the definitions and guidance
provided by AASB 3 Business Combinations.
Details of the Acquisitions are as follows:
A: Purchase Consideration
Cash
Ordinary shares issued (7,800,000 shares at the public offer price of $0.054)
Total purchase consideration
B: Fair Value of Assets and Liabilities at Acquisition Date
Trade and other receivables
Inventory
Plant and equipment
Trade and other payables
Intercompany loan payable to Vysarn Limited
Deferred tax liability
Total identifiable net assets at acquisition date fair value
30-June-20
$
16,000,000
421,200
16,421,200
10,879
2,696,827
24,248,453
(1,930)
(60,603)
(3,275,350)
23,618,276
65
The deferred tax liability relates to the difference between the fair value and cost of acquired plant
and equipment.
C: Gain on Bargain Purchase
Total purchase consideration
Net assets acquired
Gain on bargain purchase
(16,421,200)
23,618,276
7,197,076
AASB 3 requires that the initial measurement of
assets acquired and liabilities assumed must be
recorded at fair value rather than allocated cost as
in an asset acquisition transaction.
The gain on bargain purchase does not give rise
to an increase in net cash and is not taxable. The
increase in gain on bargain purchase since that
disclosed at 31 December 2019 is as a result of
inventory recognised after being catalogued into
the Groups new leased premises in Wangara.
D: Revenue and results contributions
From the date of acquisition, the acquisitions have
contributed $11,912,589 of revenue and $2,472,743
profit before tax. If the Acquisitions had been
completed at 1 July 2019, the Acquisitions would
have contributed revenue of $11,912,589 and
$2,472,743 to profit before tax. Total transaction
related costs of $431,642 has been recognised and
expensed though the statement of profit or loss
for the 30 June 2020 year.
Vysarn Limited (ABN 41 124 212 175) and controlled entities Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 26: Parent Entity Disclosures
Financial Position
Assets
Current assets
Non-current assets
Total Assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Equity
Share capital
Reserves
Retained losses
Total Equity
Financial Performance
Loss for the year
66
Other comprehensive income
Total comprehensive income
30 June 2020
30 June 2019
($)
($)
17,220,148
1,652
7,034,638
-
17,221,800
7,034,638
208,348
-
208,348
17,013,452
19,135,614
364,000
(2,486,162)
17,013,452
110,492
-
110,492
6,924,146
29,912,298
-
(22,988,152)
6,924,146
(57,215)
-
(483,826)
-
(57,215)
(483,826)
Guarantees provided in relation to subsidiaries
The Company provides a parent-company guarantee in respect to finance facilities established by
Pentium Hydro.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2020
Note 27: Controlled Entity
The ultimate legal parent entity of the Group is Vysarn Limited, incorporated and domiciled in Australia.
The consolidated financial statements incorporate the assets, liabilities and results of the following
subsidiaries in accordance with the accounting policies described above.
Controlled entity
Country of Incorporation
Percentage Owned
Pentium Hydro Pty Ltd
Australia
100%
-
30-Jun-20
30-Jun-19
The entire issued capital of Pentium Hydro was acquired by the Company on 28 August 2019.
Note 28: Commitments and Contingencies
The Directors are not aware of any other commitments or any contingent liabilities that may arise from the
Group’s operations as at 30 June 2020.
Note 29: Events Subsequent After the Reporting Date
As announced on 27 August 2020, the Company resolved to reduce the share capital of the Company in
accordance with Section 258F of the Corporations Act. The capital reduction was effective from 30 June 2020.
There is no other matter or circumstance that has arisen since 30 June 2020 that has significantly
affected, or may significantly affect the Company’s operations, the results of those operations, or the
Company’s state of affairs in future financial years.
Note 30: Registered Office and Principal Place of Business
67
The registered office of The Company is:
The principal place of business of The Company is:
108 Outram St, West Perth
Western Australia 6005
11 Gavranich Way, Wangara
Western Australia 6065
Vysarn Limited (ABN 41 124 212 175) and controlled entities Directors’ Declaration
In the opinion of the Directors of Vysarn Limited:
1. The financial statements and Notes thereto are
in accordance with the Corporations Act 2001,
including:
2. There are reasonable grounds to believe that the
Company will be able to pay its debts as and
when they become due and payable.
(a) Giving a true and fair view of the Company’s
financial position as at 30 June 2020 and of
its performance for the financial year ended
on that date; and
(b) Complying with Australian Accounting
Standards (including the Australian
Accounting Interpretations) and the
Corporations Regulations 2001.
3. The Directors have been given the declarations
required by Section 295A of the Corporations
Act 2001 from the Chief Executive Officer and
Chief Financial Officer for the financial year
ended 30 June 2020.
This declaration is made in accordance with a
resolution of the Board of Directors and is signed
for an on behalf of the Directors by:
James Clement
Managing Director and Chief Executive Officer
Dated 27 August 2020
68
Vysarn Limited (ABN 41 124 212 175) and controlled entities VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
Independent Auditor’s Report
to the Members of Vysarn Limited
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
TO THE MEMBERS OF
VYSARN LIMITED
VYSARN LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
Key Audit Matter
Key Audit Matter
How our audit addressed the key audit
matter
How our audit addressed the key audit
matter
(a)
(b)
incentives
discounts,
judgements
judgements
Our procedures included, amongst others:
Our procedures included, amongst others:
VYSARN LIMITED
ABN 41 124 212 175
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
Report on the Audit of the Financial Report
Revenue recognition
Revenue recognition
Opinion
Refer to Note 2(p) and Note 4 of the
Refer to Note 2(p) and Note 4 of the
Financial Report
Financial Report
We have audited the financial report of Vysarn Limited and its controlled entity (‘the Group),
which comprises the consolidated statement of financial position as at 30 June 2020, the
For the year ended 30 June 2020, the Group
For the year ended 30 June 2020, the Group
consolidated statement of profit or loss and other comprehensive income, the consolidated
had revenue of $11,912,589 from contracts
had revenue of $11,912,589 from contracts
statement of changes in equity and the consolidated statement of cash flows for the year then
with customers for it’s hydrogeological and
with customers for it’s hydrogeological and
ended, and notes to the financial statements, including a summary of significant accounting
dewatering business activities
dewatering business activities
policies, and the Directors’ declaration.
Obtaining an understanding of the relevant
controls associated with the treatment of
revenue, including, but not limited to, those
to identification of performance
relating
discounts,
obligations,
and
rebates.
Obtaining an understanding of the relevant
controls associated with the treatment of
revenue, including, but not limited to, those
to identification of performance
relating
The determination of revenue recognition
The determination of revenue recognition
In our opinion, the accompanying financial report of the Group is in accordance with the
Other Information
and
incentives
obligations,
in
in
requires management
requires management
Corporations Act 2001, including:
The directors are responsible for the other information. The other information comprises the
accounting for revenue, discounts and credit
accounting for revenue, discounts and credit
rebates.
information included in the Group’s annual report for the year ended 30 June 2020, but does
giving a true and fair view of the Group’s consolidated financial position as at 30
the Group’s
notes in accordance with
the Group’s
notes in accordance with
not include the financial report and our auditor’s report thereon.
identified performance obligations as part of
identified performance obligations as part of
June 2020 and of its financial performance for the year then ended; and
reading significant new
Reviewing and
Reviewing and
reading significant new
the transaction, as required under AASB 15
the transaction, as required under AASB 15
complying with Australian Accounting Standards and the Corporations Regulations
contracts to understand their terms and
contracts to understand their terms and
Our opinion on the financial report does not cover the other information and accordingly we do
Revenue from contracts with customers
Revenue from contracts with customers
conditions, including specified performance
conditions, including specified performance
2001.
not express any form of assurance conclusion thereon.
(“AASB 15”).
(“AASB 15”).
obligations included within and whether
obligations included within and whether
In connection with our audit of the financial report, our responsibility is to read the other
Basis for Opinion
Managements’ assessment for recognition of
Managements’ assessment for recognition of
information and, in doing so, consider whether the other information is materially inconsistent
revenue under these contract terms is in
revenue under these contract terms is in
with the financial report or our knowledge obtained in the audit or otherwise appears to be
accordance with AASB 15.
accordance with AASB 15.
materially misstated.
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
the
Considering
the appropriateness of
Considering
the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements
Group’s
recognition accounting
Group’s
recognition accounting
revenue
of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
policies including those relating to identifying
policies including those relating to identifying
Professional Accountants (including Independence Standards) “the Code” that are relevant to
performance obligations, determining the
performance obligations, determining the
our audit of the financial report in Australia. We have also fulfilled our other ethical
transaction price and allocating
the
transaction price and allocating
the
responsibilities in accordance with the Code.
transaction price
the performance
to
transaction price
the performance
to
obligations in contracts.
obligations in contracts.
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
revenue
regard.
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.
The directors of the Company are responsible for the preparation of the financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free from
material misstatement, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
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.
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
15.
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
15.
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
Our objectives are to obtain reasonable assurance about whether the financial report as a
addressed in the context of our audit of the financial report as a whole, and in forming our
Considering the adequacy of the disclosures
whole is free from material misstatement, whether due to fraud or error, and to issue an
opinion thereon, and we do not provide a separate opinion on these matters.
included within the financial report.
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.
Considering the adequacy of the disclosures
included within the financial report.
Auditor’s Responsibilities for the Audit of the Financial Report
Responsibilities of the Directors for the Financial Report
the appropriateness of
Key Audit Matters
69
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Level 11, 12-14 The Esplanade, Perth WA 6000
•
Registered Audit Company Number 467435.
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Liability limited by a scheme under Professional Standards Legislation.
As part of an audit in accordance with the Australian Auditing Standards, we exercise
66
professional judgement and maintain professional scepticism throughout the audit. We also:
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
66
Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
65
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
70
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Directors’ Declaration to the Members of Vysarn Limited
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
VYSARN LIMITED
TO THE MEMBERS OF
TO THE MEMBERS OF
VYSARN LIMITED
VYSARN LIMITED
VYSARN LIMITED
ABN 41 124 212 175
Key Audit Matter
Key Audit Matter
Key Audit Matter
Revenue recognition
Refer to Note 2(p) and Note 4 of the
Financial Report
Revenue recognition
Revenue recognition
Refer to Note 2(p) and Note 4 of the
Refer to Note 2(p) and Note 4 of the
Financial Report
Financial Report
Other Information
How our audit addressed the key audit
INDEPENDENT AUDITOR’S REPORT
How our audit addressed the key audit
How our audit addressed the key audit
matter
matter
matter
TO THE MEMBERS OF
VYSARN LIMITED
70
incentives
discounts,
judgements
incentives
discounts,
judgements
Our procedures included, amongst others:
For the year ended 30 June 2020, the Group
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
dewatering business activities
For the year ended 30 June 2020, the Group
For the year ended 30 June 2020, the Group
had revenue of $11,912,589 from contracts
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
with customers for it’s hydrogeological and
dewatering business activities
dewatering business activities
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 2020, but does
not include the financial report and our auditor’s report thereon.
Our procedures included, amongst others:
Our procedures included, amongst others:
Our opinion on the financial report does not cover the other information and accordingly we do
not express any form of assurance conclusion thereon.
The determination of revenue recognition
in
requires management
accounting for revenue, discounts and credit
notes in accordance with
the Group’s
identified performance obligations as part of
the transaction, as required under AASB 15
Revenue from contracts with customers
(“AASB 15”).
Obtaining an understanding of the relevant
Obtaining an understanding of the relevant
Obtaining an understanding of the relevant
controls associated with the treatment of
controls associated with the treatment of
controls associated with the treatment of
revenue, including, but not limited to, those
revenue, including, but not limited to, those
revenue, including, but not limited to, those
to identification of performance
relating
relating
to identification of performance
The determination of revenue recognition
to identification of performance
relating
The determination of revenue recognition
In connection with our audit of the financial report, our responsibility is to read the other
and
incentives
discounts,
obligations,
obligations,
in
and
judgements
requires management
information and, in doing so, consider whether the other information is materially inconsistent
in
obligations,
and
requires management
accounting for revenue, discounts and credit
rebates.
rebates.
with the financial report or our knowledge obtained in the audit or otherwise appears to be
accounting for revenue, discounts and credit
rebates.
the Group’s
notes in accordance with
materially misstated.
notes in accordance with
the Group’s
identified performance obligations as part of
Reviewing and
reading significant new
reading significant new
Reviewing and
identified performance obligations as part of
If, based on the work we have performed, we conclude that there is a material misstatement of
reading significant new
Reviewing and
the transaction, as required under AASB 15
contracts to understand their terms and
contracts to understand their terms and
the transaction, as required under AASB 15
this other information, we are required to report that fact. We have nothing to report in this
contracts to understand their terms and
Revenue from contracts with customers
conditions, including specified performance
conditions, including specified performance
regard.
Revenue from contracts with customers
(“AASB 15”).
conditions, including specified performance
obligations included within and whether
obligations included within and whether
(“AASB 15”).
obligations included within and whether
Managements’ assessment for recognition of
Managements’ assessment for recognition of
Managements’ assessment for recognition of
revenue under these contract terms is in
revenue under these contract terms is in
accordance with AASB 15.
accordance with AASB 15.
revenue under these contract terms is in
accordance with AASB 15.
The directors of the Company are responsible for the preparation of the financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free from
the
Considering
the appropriateness of
Considering
the
material misstatement, whether due to fraud or error.
Group’s
recognition accounting
revenue
recognition accounting
revenue
Group’s
Considering
the appropriateness of
the
policies including those relating to identifying
policies including those relating to identifying
In preparing the financial report, the directors are responsible for assessing the ability of the
Group’s
recognition accounting
performance obligations, determining the
performance obligations, determining the
Group to continue as a going concern, disclosing, as applicable, matters related to going
policies including those relating to identifying
transaction price and allocating
the
transaction price and allocating
the
concern and using the going concern basis of accounting unless the directors either intend to
performance obligations, determining the
transaction price
the performance
to
transaction price
the performance
to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
the
transaction price and allocating
obligations in contracts.
obligations in contracts.
transaction price
the performance
to
obligations in contracts.
Auditor’s Responsibilities for the Audit of the Financial Report
Responsibilities of the Directors for the Financial Report
the appropriateness of
revenue
Testing a sample of transactions by sighting
Our objectives are to obtain reasonable assurance about whether the financial report as a
related
evidence of signed contracts,
whole is free from material misstatement, whether due to fraud or error, and to issue an
invoices and comparing the revenue amount
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
Testing a sample of transactions by sighting
recognised to the timing of when the Group
but is not a guarantee that an audit conducted in accordance with the Australian Auditing
evidence of signed contracts,
related
satisfies performance obligations associated
Standards will always detect a material misstatement when it exists. Misstatements can arise
invoices and comparing the revenue amount
with the transaction in accordance with AASB
from fraud or error and are considered material if, individually or in the aggregate, they could
recognised to the timing of when the Group
15.
reasonably be expected to influence the economic decisions of users taken on the basis of
satisfies performance obligations associated
this financial report.
with the transaction in accordance with AASB
Considering the adequacy of the disclosures
15.
included within the financial report.
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
15.
As part of an audit in accordance with the Australian Auditing Standards, we exercise
professional judgement and maintain professional scepticism throughout the audit. We also:
Considering the adequacy of the disclosures
included within the financial report.
•
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Considering the adequacy of the disclosures
included within the financial report.
66
66
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
An independent Western Australian Company ABN 76 601 361 095.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Liability limited by a scheme under Professional Standards Legislation.
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
66
70
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Directors’ Declaration to the Members of Vysarn Limited
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
VYSARN LIMITED
TO THE MEMBERS OF
TO THE MEMBERS OF
VYSARN LIMITED
VYSARN LIMITED
VYSARN LIMITED
ABN 41 124 212 175
Key Audit Matter
Key Audit Matter
Key Audit Matter
How our audit addressed the key audit
matter
How our audit addressed the key audit
matter
How our audit addressed the key audit
matter
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
judgements
judgements
Our procedures included, amongst others:
Our procedures included, amongst others:
Carrying value of plant and equipment
Revenue recognition
Revenue recognition
Refer to Note 15 to the financial report
Refer to Note 2(p) and Note 4 of the
Refer to Note 2(p) and Note 4 of the
Other Information
Financial Report
Financial Report
At 30 June 2020, plant and equipment
totalling $24,693,159 represent a significant
The directors are responsible for the other information. The other information comprises the
For the year ended 30 June 2020, the Group
For the year ended 30 June 2020, the Group
information included in the Group’s annual report for the year ended 30 June 2020, but does
portion of
consolidated
the Group’s
had revenue of $11,912,589 from contracts
had revenue of $11,912,589 from contracts
not include the financial report and our auditor’s report thereon.
statement of financial position.
with customers for it’s hydrogeological and
with customers for it’s hydrogeological and
dewatering business activities
dewatering business activities
Our opinion on the financial report does not cover the other information and accordingly we do
not express any form of assurance conclusion thereon.
the
the
Obtaining an understanding of the relevant
controls associated with the treatment of
revenue, including, but not limited to, those
The evaluation of the recoverable amount of
The determination of revenue recognition
to identification of performance
relating
The determination of revenue recognition
these assets requires significant judgement
In connection with our audit of the financial report, our responsibility is to read the other
and
incentives
obligations,
in
in
requires management
requires management
information and, in doing so, consider whether the other information is materially inconsistent
the key assumptions
in determining
accounting for revenue, discounts and credit
accounting for revenue, discounts and credit
rebates.
with the financial report or our knowledge obtained in the audit or otherwise appears to be
supporting the expected future cash flows of
the Group’s
the Group’s
notes in accordance with
notes in accordance with
materially misstated.
the business and the utilisation of the
identified performance obligations as part of
identified performance obligations as part of
relevant assets.
If, based on the work we have performed, we conclude that there is a material misstatement of
the transaction, as required under AASB 15
the transaction, as required under AASB 15
this other information, we are required to report that fact. We have nothing to report in this
Revenue from contracts with customers
Revenue from contracts with customers
regard.
(“AASB 15”).
(“AASB 15”).
Responsibilities of the Directors for the Financial Report
Our procedures included, amongst others:
Evaluating
independent
external
valuation obtained by the Group as part of the
Obtaining an understanding of the relevant
Business Combination during
the year
controls associated with the treatment of
revenue, including, but not limited to, those
fair value of plant and
regarding
to identification of performance
relating
equipment acquired
the
by assessing
discounts,
obligations,
and
valuation methodologies adopted and
rebates.
competence of the valuer.
Reviewing and
reading significant new
Reviewing and
reading significant new
contracts to understand their terms and
contracts to understand their terms and
conditions, including specified performance
conditions, including specified performance
obligations included within and whether
obligations included within and whether
Managements’ assessment for recognition of
Managements’ assessment for recognition of
revenue under these contract terms is in
revenue under these contract terms is in
accordance with AASB 15.
accordance with AASB 15.
Critically evaluating and challenging the
methodology and key assumptions of
management in their preparation of cash flow
forecasts of the Group which has been
deemed a single cash generating unit
The directors of the Company are responsible for the preparation of the financial report that
(“CGU”) encompassing plant and equipment
gives a true and fair view in accordance with Australian Accounting Standards and the
on hand at 30 June 2020.
Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free from
the appropriateness of
Considering
the
the
Considering
material misstatement, whether due to fraud or error.
revenue
recognition accounting
revenue
Group’s
Group’s
recognition accounting
the mathematical accuracy of
Checking
policies including those relating to identifying
policies including those relating to identifying
In preparing the financial report, the directors are responsible for assessing the ability of the
forecast models and agreeing what has been
performance obligations, determining the
performance obligations, determining the
Group to continue as a going concern, disclosing, as applicable, matters related to going
the
provided
latest Board approved
to
transaction price and allocating
the
transaction price and allocating
the
concern and using the going concern basis of accounting unless the directors either intend to
forecasts
the performance
to
transaction price
transaction price
the performance
to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
obligations in contracts.
obligations in contracts.
the appropriateness of
incentives
discounts,
Auditor’s Responsibilities for the Audit of the Financial Report
Assessing the Group’s accounting policy and
Testing a sample of transactions by sighting
Our objectives are to obtain reasonable assurance about whether the financial report as a
disclosures for plant at equipment as set out
evidence of signed contracts,
related
whole is free from material misstatement, whether due to fraud or error, and to issue an
within Note 2(i) and Note 15 to the financial
invoices and comparing the revenue amount
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
report.
recognised to the timing of when the Group
but is not a guarantee that an audit conducted in accordance with the Australian Auditing
satisfies performance obligations associated
Standards will always detect a material misstatement when it exists. Misstatements can arise
with the transaction in accordance with AASB
from fraud or error and are considered material if, individually or in the aggregate, they could
15.
reasonably be expected to influence the economic decisions of users taken on the basis of
this financial report.
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
15.
Considering the adequacy of the disclosures
As part of an audit in accordance with the Australian Auditing Standards, we exercise
included within the financial report.
professional judgement and maintain professional scepticism throughout the audit. We also:
Considering the adequacy of the disclosures
included within the financial report.
71
•
Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
66
66
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
An independent Western Australian Company ABN 76 601 361 095.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Liability limited by a scheme under Professional Standards Legislation.
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
67
70
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Directors’ Declaration to the Members of Vysarn Limited
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
VYSARN LIMITED
ABN 41 124 212 175
Report on the Audit of the Financial Report
72
Key Audit Matter
Opinion
Key Audit Matter
INDEPENDENT AUDITOR’S REPORT
How our audit addressed the key audit
How our audit addressed the key audit
matter
matter
TO THE MEMBERS OF
VYSARN LIMITED
(a)
(b)
judgements
judgements
Other Information
Our procedures included, amongst others:
Our procedures included, amongst others:
Revenue recognition
Revenue recognition
Refer to Note 2(p) and Note 4 of the
Refer to Note 2(p) and Note 4 of the
Financial Report
Financial Report
We have audited the financial report of Vysarn Limited and its controlled entity (‘the Group),
which comprises the consolidated statement of financial position as at 30 June 2020, the
consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting
For the year ended 30 June 2020, the Group
policies, and the Directors’ declaration.
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
dewatering business activities
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 2020, but does
not include the financial report and our auditor’s report thereon.
For the year ended 30 June 2020, the Group
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
dewatering business activities
The determination of revenue recognition
in
requires management
accounting for revenue, discounts and credit
notes in accordance with
the Group’s
identified performance obligations as part of
the transaction, as required under AASB 15
Revenue from contracts with customers
(“AASB 15”).
Obtaining an understanding of the relevant
Obtaining an understanding of the relevant
In our opinion, the accompanying financial report of the Group is in accordance with the
Our opinion on the financial report does not cover the other information and accordingly we do
controls associated with the treatment of
controls associated with the treatment of
Corporations Act 2001, including:
not express any form of assurance conclusion thereon.
revenue, including, but not limited to, those
revenue, including, but not limited to, those
giving a true and fair view of the Group’s consolidated financial position as at 30
The determination of revenue recognition
to identification of performance
relating
relating
to identification of performance
In connection with our audit of the financial report, our responsibility is to read the other
June 2020 and of its financial performance for the year then ended; and
and
incentives
discounts,
obligations,
obligations,
in
and
requires management
information and, in doing so, consider whether the other information is materially inconsistent
accounting for revenue, discounts and credit
rebates.
rebates.
complying with Australian Accounting Standards and the Corporations Regulations
with the financial report or our knowledge obtained in the audit or otherwise appears to be
the Group’s
notes in accordance with
2001.
materially misstated.
identified performance obligations as part of
If, based on the work we have performed, we conclude that there is a material misstatement of
the transaction, as required under AASB 15
this other information, we are required to report that fact. We have nothing to report in this
Revenue from contracts with customers
regard.
(“AASB 15”).
Reviewing and
reading significant new
reading significant new
Reviewing and
contracts to understand their terms and
contracts to understand their terms and
conditions, including specified performance
conditions, including specified performance
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
obligations included within and whether
obligations included within and whether
under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Managements’ assessment for recognition of
Managements’ assessment for recognition of
Financial Report section of our report. We are independent of the Group in accordance with the
revenue under these contract terms is in
revenue under these contract terms is in
auditor independence requirements of the Corporations Act 2001 and the ethical requirements
The directors of the Company are responsible for the preparation of the financial report that
accordance with AASB 15.
accordance with AASB 15.
gives a true and fair view in accordance with Australian Accounting Standards and the
of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Corporations Act 2001 and for such internal control as the directors determine is necessary to
Professional Accountants (including Independence Standards) “the Code” that are relevant to
enable the preparation of the financial report that gives a true and fair view and is free from
the
Considering
the appropriateness of
Considering
the
our audit of the financial report in Australia. We have also fulfilled our other ethical
material misstatement, whether due to fraud or error.
Group’s
recognition accounting
recognition accounting
revenue
Group’s
responsibilities in accordance with the Code.
policies including those relating to identifying
policies including those relating to identifying
performance obligations, determining the
performance obligations, determining the
We confirm that the independence declaration required by the Corporations Act 2001, which
transaction price and allocating
the
transaction price and allocating
the
has been given to the directors of the Company, would be in the same terms if given to the
transaction price
the performance
to
transaction price
the performance
to
directors as at the time of this auditor’s report.
obligations in contracts.
obligations in contracts.
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.
Responsibilities of the Directors for the Financial Report
the appropriateness of
Basis for Opinion
incentives
discounts,
revenue
Key Audit Matters
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Auditor’s Responsibilities for the Audit of the Financial Report
Testing a sample of transactions by sighting
Our objectives are to obtain reasonable assurance about whether the financial report as a
related
evidence of signed contracts,
whole is free from material misstatement, whether due to fraud or error, and to issue an
invoices and comparing the revenue amount
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
Key audit matters are those matters that, in our professional judgement, were of most
recognised to the timing of when the Group
but is not a guarantee that an audit conducted in accordance with the Australian Auditing
significance in our audit of the financial report of the current period. These matters were
satisfies performance obligations associated
Standards will always detect a material misstatement when it exists. Misstatements can arise
with the transaction in accordance with AASB
from fraud or error and are considered material if, individually or in the aggregate, they could
addressed in the context of our audit of the financial report as a whole, and in forming our
15.
reasonably be expected to influence the economic decisions of users taken on the basis of
opinion thereon, and we do not provide a separate opinion on these matters.
this financial report.
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
15.
As part of an audit in accordance with the Australian Auditing Standards, we exercise
professional judgement and maintain professional scepticism throughout the audit. We also:
Considering the adequacy of the disclosures
included within the financial report.
Considering the adequacy of the disclosures
included within the financial report.
•
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
66
66
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
An independent Western Australian Company ABN 76 601 361 095.
An independent Western Australian Company ABN 76 601 361 095.
Pitcher Partners BA&A Pty Ltd
Level 11, 12-14 The Esplanade, Perth WA 6000
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Liability limited by a scheme under Professional Standards Legislation.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Pitcher Partners BA&A Pty Ltd
65
70
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Directors’ Declaration to the Members of Vysarn Limited
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
VYSARN LIMITED
TO THE MEMBERS OF
TO THE MEMBERS OF
VYSARN LIMITED
VYSARN LIMITED
VYSARN LIMITED
ABN 41 124 212 175
Key Audit Matter
Key Audit Matter
Key Audit Matter
How our audit addressed the key audit
matter
How our audit addressed the key audit
matter
How our audit addressed the key audit
matter
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
judgements
judgements
Our procedures included, amongst others:
Our procedures included, amongst others:
Our procedures included, amongst others:
Share Based Payments
Revenue recognition
Revenue recognition
Refer to Note 2(w) and 23 of the Financial
Refer to Note 2(p) and Note 4 of the
Refer to Note 2(p) and Note 4 of the
Report
Other Information
Financial Report
Financial Report
At 30 June 2020, share based payments of
The directors are responsible for the other information. The other information comprises the
For the year ended 30 June 2020, the Group
For the year ended 30 June 2020, the Group
information included in the Group’s annual report for the year ended 30 June 2020, but does
$1,660,000 represent a significant portion of
had revenue of $11,912,589 from contracts
had revenue of $11,912,589 from contracts
not include the financial report and our auditor’s report thereon.
the Group’s expenditure.
with customers for it’s hydrogeological and
with customers for it’s hydrogeological and
dewatering business activities
dewatering business activities
Our opinion on the financial report does not cover the other information and accordingly we do
not express any form of assurance conclusion thereon.
Obtaining an understanding of the relevant
controls associated with the treatment of
revenue, including, but not limited to, those
to identification of performance
relating
the
discounts,
obligations,
and
rebates.
the underlying
Obtaining an understanding and evaluation
Obtaining an understanding of the relevant
the relevant controls associated with the
controls associated with the treatment of
revenue, including, but not limited to, those
preparation of the valuation model used to
Share based payments must be recorded at
The determination of revenue recognition
to identification of performance
relating
The determination of revenue recognition
assess
fair value of share based
fair value of the service provided, or in the
In connection with our audit of the financial report, our responsibility is to read the other
and
incentives
obligations,
in
in
requires management
requires management
information and, in doing so, consider whether the other information is materially inconsistent
payments, including those relating to volatility
absence of such, at the fair value of the
accounting for revenue, discounts and credit
accounting for revenue, discounts and credit
rebates.
with the financial report or our knowledge obtained in the audit or otherwise appears to be
In
underlying equity instrument granted.
the
of
the Group’s
notes in accordance with
the Group’s
notes in accordance with
materially misstated.
appropriateness of
for
calculating the fair value there are a number
identified performance obligations as part of
identified performance obligations as part of
Reviewing and
reading significant new
Reviewing and
reading significant new
of management judgements including but
valuation.
If, based on the work we have performed, we conclude that there is a material misstatement of
the transaction, as required under AASB 15
the transaction, as required under AASB 15
contracts to understand their terms and
contracts to understand their terms and
not limited to:
this other information, we are required to report that fact. We have nothing to report in this
Revenue from contracts with customers
Revenue from contracts with customers
conditions, including specified performance
conditions, including specified performance
regard.
•
(“AASB 15”).
(“AASB 15”).
of
Assessing
probability
obligations included within and whether
obligations included within and whether
Critically evaluating and challenging the
achieving
performance
Responsibilities of the Directors for the Financial Report
Managements’ assessment for recognition of
Managements’ assessment for recognition of
methodology
of
revenue under these contract terms is in
revenue under these contract terms is in
milestones in relation to vesting
management in their preparation of valuation
The directors of the Company are responsible for the preparation of the financial report that
accordance with AASB 15.
accordance with AASB 15.
conditions; and
model, agreeing
to
internal and
inputs
gives a true and fair view in accordance with Australian Accounting Standards and the
external sources of information.
Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free from
the
Considering
the appropriateness of
the
Considering
material misstatement, whether due to fraud or error.
Group’s
recognition accounting
revenue
Group’s
recognition accounting
revenue
the appropriateness of share
Assessing
policies including those relating to identifying
policies including those relating to identifying
In preparing the financial report, the directors are responsible for assessing the ability of the
based payments expensed during the year
performance obligations, determining the
performance obligations, determining the
Group to continue as a going concern, disclosing, as applicable, matters related to going
pursuant to the requirements of Australian
transaction price and allocating
the
transaction price and allocating
the
concern and using the going concern basis of accounting unless the directors either intend to
Accounting Standards.
the performance
to
transaction price
transaction price
the performance
to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
obligations in contracts.
obligations in contracts.
Assessing the fair value of the share
price on grant date, estimate of
expected future share price volatility,
expected dividend yield and risk-free
rate of interest.
security and
the model used
the appropriateness of
assumptions
the
key
incentives
discounts,
and
•
Auditor’s Responsibilities for the Audit of the Financial Report
Assessing the Group’s accounting policy as
Testing a sample of transactions by sighting
Our objectives are to obtain reasonable assurance about whether the financial report as a
set out within Note 2(w) and disclosures
evidence of signed contracts,
related
whole is free from material misstatement, whether due to fraud or error, and to issue an
within Note 22 for compliance with the
invoices and comparing the revenue amount
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
requirements of AASB 2 Share-based
recognised to the timing of when the Group
but is not a guarantee that an audit conducted in accordance with the Australian Auditing
Payment.
satisfies performance obligations associated
Standards will always detect a material misstatement when it exists. Misstatements can arise
with the transaction in accordance with AASB
from fraud or error and are considered material if, individually or in the aggregate, they could
15.
reasonably be expected to influence the economic decisions of users taken on the basis of
this financial report.
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
15.
Considering the adequacy of the disclosures
As part of an audit in accordance with the Australian Auditing Standards, we exercise
included within the financial report.
professional judgement and maintain professional scepticism throughout the audit. We also:
Considering the adequacy of the disclosures
included within the financial report.
73
•
Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
66
66
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
An independent Western Australian Company ABN 76 601 361 095.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Liability limited by a scheme under Professional Standards Legislation.
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
69
70
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Directors’ Declaration to the Members of Vysarn Limited
VYSARN LIMITED
ABN 41 124 212 175
INDEPENDENT AUDITOR’S REPORT
VYSARN LIMITED
TO THE MEMBERS OF
ABN 41 124 212 175
VYSARN LIMITED
VYSARN LIMITED
ABN 41 124 212 175
74
Other Information
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
VYSARN LIMITED
ABN 41 124 212 175
incentives
discounts,
judgements
Key Audit Matter
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 2020, but does
not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do
not express any form of assurance conclusion thereon.
INDEPENDENT AUDITOR’S REPORT
How our audit addressed the key audit
How our audit addressed the key audit
matter
matter
TO THE MEMBERS OF
VYSARN LIMITED
Key Audit Matter
Revenue recognition
Revenue recognition
Refer to Note 2(p) and Note 4 of the
Refer to Note 2(p) and Note 4 of the
Financial Report
Financial Report
Other Information
Our procedures included, amongst others:
Our procedures included, amongst others:
Responsibilities of the Directors for the Financial Report
judgements
Responsibilities of the Directors for the Financial Report
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.
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 2020, but does
not include the financial report and our auditor’s report thereon.
For the year ended 30 June 2020, the Group
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
dewatering business activities
For the year ended 30 June 2020, the Group
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
dewatering business activities
Our opinion on the financial report does not cover the other information and accordingly we do
not express any form of assurance conclusion thereon.
The determination of revenue recognition
in
requires management
accounting for revenue, discounts and credit
notes in accordance with
the Group’s
identified performance obligations as part of
the transaction, as required under AASB 15
Revenue from contracts with customers
(“AASB 15”).
Obtaining an understanding of the relevant
Obtaining an understanding of the relevant
If, based on the work we have performed, we conclude that there is a material misstatement of
controls associated with the treatment of
controls associated with the treatment of
this other information, we are required to report that fact. We have nothing to report in this
revenue, including, but not limited to, those
revenue, including, but not limited to, those
regard.
The determination of revenue recognition
to identification of performance
relating
to identification of performance
relating
In connection with our audit of the financial report, our responsibility is to read the other
and
incentives
discounts,
obligations,
obligations,
in
and
requires management
information and, in doing so, consider whether the other information is materially inconsistent
accounting for revenue, discounts and credit
rebates.
rebates.
with the financial report or our knowledge obtained in the audit or otherwise appears to be
the Group’s
notes in accordance with
materially misstated.
identified performance obligations as part of
If, based on the work we have performed, we conclude that there is a material misstatement of
the transaction, as required under AASB 15
this other information, we are required to report that fact. We have nothing to report in this
Revenue from contracts with customers
regard.
(“AASB 15”).
The directors of the Company are responsible for the preparation of the financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the
Reviewing and
reading significant new
Reviewing and
reading significant new
Corporations Act 2001 and for such internal control as the directors determine is necessary to
contracts to understand their terms and
contracts to understand their terms and
enable the preparation of the financial report that gives a true and fair view and is free from
conditions, including specified performance
conditions, including specified performance
material misstatement, whether due to fraud or error.
obligations included within and whether
obligations included within and whether
Managements’ assessment for recognition of
Managements’ assessment for recognition of
In preparing the financial report, the directors are responsible for assessing the ability of the
revenue under these contract terms is in
revenue under these contract terms is in
Group to continue as a going concern, disclosing, as applicable, matters related to going
accordance with AASB 15.
accordance with AASB 15.
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.
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.
The directors of the Company are responsible for the preparation of the financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free from
the
Considering
the appropriateness of
Considering
the
Auditor’s Responsibilities for the Audit of the Financial Report
material misstatement, whether due to fraud or error.
Group’s
recognition accounting
Group’s
recognition accounting
revenue
policies including those relating to identifying
policies including those relating to identifying
Our objectives are to obtain reasonable assurance about whether the financial report as a
performance obligations, determining the
performance obligations, determining the
whole is free from material misstatement, whether due to fraud or error, and to issue an
transaction price and allocating
the
transaction price and allocating
the
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
transaction price
the performance
to
transaction price
the performance
to
but is not a guarantee that an audit conducted in accordance with the Australian Auditing
obligations in contracts.
obligations in contracts.
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
Testing a sample of transactions by sighting
Our objectives are to obtain reasonable assurance about whether the financial report as a
reasonably be expected to influence the economic decisions of users taken on the basis of
related
evidence of signed contracts,
whole is free from material misstatement, whether due to fraud or error, and to issue an
this financial report.
invoices and comparing the revenue amount
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
recognised to the timing of when the Group
but is not a guarantee that an audit conducted in accordance with the Australian Auditing
As part of an audit in accordance with the Australian Auditing Standards, we exercise
satisfies performance obligations associated
Standards will always detect a material misstatement when it exists. Misstatements can arise
professional judgement and maintain professional scepticism throughout the audit. We also:
with the transaction in accordance with AASB
from fraud or error and are considered material if, individually or in the aggregate, they could
15.
reasonably be expected to influence the economic decisions of users taken on the basis of
Identify and assess the risks of material misstatement of the financial report, whether due
this financial report.
to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Considering the adequacy of the disclosures
As part of an audit in accordance with the Australian Auditing Standards, we exercise
included within the financial report.
professional judgement and maintain professional scepticism throughout the audit. We also:
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
15.
Considering the adequacy of the disclosures
included within the financial report.
Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Auditor’s Responsibilities for the Audit of the Financial Report
the appropriateness of
revenue
•
•
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
66
66
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Liability limited by a scheme under Professional Standards Legislation.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
70
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Pitcher Partners is an association of independent firms.
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
70
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
VYSARN LIMITED
ABN 41 124 212 175
Directors’ Declaration to the Members of Vysarn Limited
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
VYSARN LIMITED
ABN 41 124 212 175
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Group’s internal control.
Key Audit Matter
How our audit addressed the key audit
• Evaluate the appropriateness of accounting policies used and the reasonableness of
matter
How our audit addressed the key audit
matter
Key Audit Matter
accounting estimates and related disclosures made by the directors.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
incentives
discounts,
judgements
judgements
Our procedures included, amongst others:
For the year ended 30 June 2020, the Group
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
dewatering business activities
Revenue recognition
Revenue recognition
Refer to Note 2(p) and Note 4 of the
Refer to Note 2(p) and Note 4 of the
Other Information
Financial Report
Financial Report
The directors are responsible for the other information. The other information comprises the
For the year ended 30 June 2020, the Group
information included in the Group’s annual report for the year ended 30 June 2020, but does
had revenue of $11,912,589 from contracts
not include the financial report and our auditor’s report thereon.
with customers for it’s hydrogeological and
dewatering business activities
Our opinion on the financial report does not cover the other information and accordingly we do
not express any form of assurance conclusion thereon.
• Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
Our procedures included, amongst others:
required to draw attention in our auditor’s report to the related disclosures in the financial
report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
Obtaining an understanding of the relevant
based on the audit evidence obtained up to the date of our auditor’s report. However, future
controls associated with the treatment of
events or conditions may cause the Group to cease to continue as a going concern.
revenue, including, but not limited to, those
• Evaluate the overall presentation, structure and content of the financial report, including
to identification of performance
relating
The determination of revenue recognition
In connection with our audit of the financial report, our responsibility is to read the other
the disclosures, and whether the financial report represents the underlying transactions
and
incentives
obligations,
in
requires management
information and, in doing so, consider whether the other information is materially inconsistent
and events in a manner that achieves fair presentation.
accounting for revenue, discounts and credit
rebates.
with the financial report or our knowledge obtained in the audit or otherwise appears to be
• Obtain sufficient appropriate audit evidence regarding the financial information of the
the Group’s
notes in accordance with
materially misstated.
identified performance obligations as part of
entities or business activities within the Group to express an opinion on the financial report.
Reviewing and
reading significant new
Reviewing and
reading significant new
If, based on the work we have performed, we conclude that there is a material misstatement of
the transaction, as required under AASB 15
We are responsible for the direction, supervision and performance of the Group audit. We
contracts to understand their terms and
contracts to understand their terms and
this other information, we are required to report that fact. We have nothing to report in this
Revenue from contracts with customers
conditions, including specified performance
conditions, including specified performance
remain solely responsible for our audit opinion.
regard.
(“AASB 15”).
obligations included within and whether
obligations included within and whether
Responsibilities of the Directors for the Financial Report
Managements’ assessment for recognition of
Managements’ assessment for recognition of
revenue under these contract terms is in
revenue under these contract terms is in
accordance with AASB 15.
accordance with AASB 15.
The determination of revenue recognition
in
requires management
accounting for revenue, discounts and credit
notes in accordance with
the Group’s
identified performance obligations as part of
the transaction, as required under AASB 15
Revenue from contracts with customers
(“AASB 15”).
We communicate with the directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
Obtaining an understanding of the relevant
controls associated with the treatment of
revenue, including, but not limited to, those
to identification of performance
relating
discounts,
obligations,
and
rebates.
The directors of the Company are responsible for the preparation of the financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001 and for such internal control as the directors determine is necessary to
We also provide the directors with a statement that we have complied with relevant ethical
enable the preparation of the financial report that gives a true and fair view and is free from
the
Considering
the appropriateness of
Considering
the
requirements regarding independence, and to communicate with them all relationships and
material misstatement, whether due to fraud or error.
Group’s
recognition accounting
revenue
Group’s
recognition accounting
revenue
other matters that may reasonably be thought to bear on our independence, and where
policies including those relating to identifying
policies including those relating to identifying
applicable, actions taken to eliminate threats or safeguards applied.
In preparing the financial report, the directors are responsible for assessing the ability of the
performance obligations, determining the
performance obligations, determining the
Group to continue as a going concern, disclosing, as applicable, matters related to going
transaction price and allocating
the
transaction price and allocating
the
concern and using the going concern basis of accounting unless the directors either intend to
the performance
to
transaction price
transaction price
the performance
to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
obligations in contracts.
obligations in contracts.
From the matters communicated with the directors, we determine those matters that were of
most significance in the audit of the financial report of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
Testing a sample of transactions by sighting
Our objectives are to obtain reasonable assurance about whether the financial report as a
evidence of signed contracts,
related
whole is free from material misstatement, whether due to fraud or error, and to issue an
consequences of doing so would reasonably be expected to outweigh the public interest
invoices and comparing the revenue amount
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
benefits of such communication.
recognised to the timing of when the Group
but is not a guarantee that an audit conducted in accordance with the Australian Auditing
satisfies performance obligations associated
Standards will always detect a material misstatement when it exists. Misstatements can arise
with the transaction in accordance with AASB
from fraud or error and are considered material if, individually or in the aggregate, they could
15.
reasonably be expected to influence the economic decisions of users taken on the basis of
this financial report.
We have audited the Remuneration Report included in pages 15 to 25 of the directors’ report
for the year ended 30 June 2020. In our opinion, the Remuneration Report of Vysarn Limited,
Considering the adequacy of the disclosures
As part of an audit in accordance with the Australian Auditing Standards, we exercise
for the year ended 30 June 2020, complies with section 300A of the Corporations Act 2001.
included within the financial report.
professional judgement and maintain professional scepticism throughout the audit. We also:
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
15.
Considering the adequacy of the disclosures
included within the financial report.
Auditor’s Responsibilities for the Audit of the Financial Report
Report on the Remuneration Report
Opinion on the Remuneration Report
the appropriateness of
75
•
Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
66
66
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
An independent Western Australian Company ABN 76 601 361 095.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Level 11, 12-14 The Esplanade, Perth WA 6000
Pitcher Partners BA&A Pty Ltd
Registered Audit Company Number 467435.
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Liability limited by a scheme under Professional Standards Legislation.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
71
70
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Directors’ Declaration to the Members of Vysarn Limited
VYSARN LIMITED
ABN 41 124 212 175
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
VYSARN LIMITED
ABN 41 124 212 175
VYSARN LIMITED
ABN 41 124 212 175
Responsibilities
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
VYSARN LIMITED
VYSARN LIMITED
ABN 41 124 212 175
Key Audit Matter
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
INDEPENDENT AUDITOR’S REPORT
How our audit addressed the key audit
How our audit addressed the key audit
conducted in accordance with Australian Auditing Standards.
matter
matter
TO THE MEMBERS OF
VYSARN LIMITED
Key Audit Matter
Revenue recognition
Revenue recognition
Refer to Note 2(p) and Note 4 of the
Refer to Note 2(p) and Note 4 of the
Financial Report
Financial Report
Other Information
For the year ended 30 June 2020, the Group
PITCHER PARTNERS BA&A PTY LTD
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
dewatering business activities
For the year ended 30 June 2020, the Group
had revenue of $11,912,589 from contracts
with customers for it’s hydrogeological and
dewatering business activities
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 2020, but does
not include the financial report and our auditor’s report thereon.
Our procedures included, amongst others:
Our procedures included, amongst others:
Our opinion on the financial report does not cover the other information and accordingly we do
not express any form of assurance conclusion thereon.
Obtaining an understanding of the relevant
Obtaining an understanding of the relevant
controls associated with the treatment of
controls associated with the treatment of
revenue, including, but not limited to, those
revenue, including, but not limited to, those
The determination of revenue recognition
to identification of performance
relating
to identification of performance
relating
In connection with our audit of the financial report, our responsibility is to read the other
and
incentives
discounts,
obligations,
obligations,
in
and
requires management
information and, in doing so, consider whether the other information is materially inconsistent
accounting for revenue, discounts and credit
rebates.
rebates.
with the financial report or our knowledge obtained in the audit or otherwise appears to be
the Group’s
notes in accordance with
materially misstated.
identified performance obligations as part of
If, based on the work we have performed, we conclude that there is a material misstatement of
the transaction, as required under AASB 15
this other information, we are required to report that fact. We have nothing to report in this
Revenue from contracts with customers
regard.
(“AASB 15”).
The determination of revenue recognition
PAUL MULLIGAN
in
requires management
Executive Director
accounting for revenue, discounts and credit
Perth, 27 August 2020
notes in accordance with
the Group’s
identified performance obligations as part of
the transaction, as required under AASB 15
Revenue from contracts with customers
(“AASB 15”).
Reviewing and
reading significant new
Reviewing and
reading significant new
contracts to understand their terms and
contracts to understand their terms and
conditions, including specified performance
conditions, including specified performance
obligations included within and whether
obligations included within and whether
Managements’ assessment for recognition of
Managements’ assessment for recognition of
revenue under these contract terms is in
revenue under these contract terms is in
accordance with AASB 15.
accordance with AASB 15.
Responsibilities of the Directors for the Financial Report
judgements
judgements
incentives
discounts,
The directors of the Company are responsible for the preparation of the financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free from
the
Considering
the appropriateness of
Considering
the
material misstatement, whether due to fraud or error.
Group’s
recognition accounting
Group’s
recognition accounting
revenue
policies including those relating to identifying
policies including those relating to identifying
performance obligations, determining the
performance obligations, determining the
transaction price and allocating
the
transaction price and allocating
the
transaction price
the performance
to
transaction price
the performance
to
obligations in contracts.
obligations in contracts.
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.
the appropriateness of
revenue
76
Auditor’s Responsibilities for the Audit of the Financial Report
Testing a sample of transactions by sighting
Our objectives are to obtain reasonable assurance about whether the financial report as a
related
evidence of signed contracts,
whole is free from material misstatement, whether due to fraud or error, and to issue an
invoices and comparing the revenue amount
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
recognised to the timing of when the Group
but is not a guarantee that an audit conducted in accordance with the Australian Auditing
satisfies performance obligations associated
Standards will always detect a material misstatement when it exists. Misstatements can arise
with the transaction in accordance with AASB
from fraud or error and are considered material if, individually or in the aggregate, they could
15.
reasonably be expected to influence the economic decisions of users taken on the basis of
this financial report.
Testing a sample of transactions by sighting
evidence of signed contracts,
related
invoices and comparing the revenue amount
recognised to the timing of when the Group
satisfies performance obligations associated
with the transaction in accordance with AASB
15.
As part of an audit in accordance with the Australian Auditing Standards, we exercise
professional judgement and maintain professional scepticism throughout the audit. We also:
Considering the adequacy of the disclosures
included within the financial report.
Considering the adequacy of the disclosures
included within the financial report.
•
Pitcher Partners BA&A Pty Ltd
Pitcher Partners BA&A Pty Ltd
Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
66
66
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners BA&A Pty Ltd
An independent Western Australian Company ABN 76 601 361 095.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Liability limited by a scheme under Professional Standards Legislation.
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Pitcher Partners BA&A Pty Ltd
72
70
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Adelaide Brisbane Melbourne Newcastle Perth Sydney
An independent Western Australian Company ABN 76 601 361 095.
Level 11, 12-14 The Esplanade, Perth WA 6000
Registered Audit Company Number 467435.
Liability limited by a scheme under Professional Standards Legislation.
Pitcher Partners is an association of independent firms.
Pitcher Partners is a member of the global network of Baker Tilly International
Limited, the members of which are separate and independent legal entities.
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Additional Shareholder
Information
ASX Additional Information
Additional information required by the ASX Listing
Rules and not disclosed elsewhere in this report is
set out below. The information is effective as at 14
September 2020.
Corporate Governance
The Company’s 2020 Corporate Governance
Statement can be accessed at
https://vysarn.com.au/corporate-governance/
Ordinary Share Capital
386,955,864 fully paid ordinary shares are held by
970 individual holders.
Voting Rights
Subject to the ASX Listing Rules, the Company’s
constitution and any special rights or restrictions
attached to a share, at a meeting of shareholders,
voting rights attached to each class of equity
security are as follows:
V Ordinary Shares: On a show of hands
each shareholder present at a meeting of
shareholders in person or by proxy shall have
one vote and, on a poll, has one vote for each
fully paid share held.
V Unlisted Options and Performance Rights:
Unlisted Options and Performance Rights do not
carry any voting rights.
Twenty Largest Shareholders
Position
Holder Name
MOLONGLO PTY LTD
Holding
% IC
56,000,000
14.47%
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
GARRISON HOLDINGS PTY LTD
16,438,542
4.25%
77
INVIA CUSTODIAN PTY LIMITED
14,592,325
3.77%
MR ANTHONY JOHN POWER & MRS SUSAN JANET POWER
12,383,847
3.20%
LONESEARCH PTY LTD
RICHCAB PTY LIMITED
MR ANASTASIOS KARAFOTIAS
AH SUPER PTY LTD
9,366,315
2.42%
8,676,098
8,605,000
2.24%
2.22%
7,973,333
2.06%
BNP PARIBAS NOMINEES PTY LTD
7,800,000
2.02%
PRECISION OPPORTUNITIES FUND LTD
ALLORA EQUITIES PTY LTD
CONNADA PTY LTD
MR MARK JOHN BAHEN & MRS MARGARET PATRICIA BAHEN
6,999,999
6,160,962
6,117,315
1.81%
1.59%
1.58%
5,958,346
1.54%
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
5,835,000
RICHCAB PTY LTD
BENITO TOSCANA PTY LTD
MONDO ELECTRONICS PTY LTD
YULGERING SUPER PTY LTD
TOMBEL HOLDINGS PTY LTD
20
CORNUCOPIA ASSETS PTY LTD
4,375,340
4,250,000
4,246,114
4,000,000
4,000,000
4,000,000
1.51%
1.13%
1.10%
1.10%
1.03%
1.03%
1.03%
Total top 20 holders of fully paid ordinary shares
Total remaining holders balance
197,778,536
51.11%
189,177,328
48.89%
Vysarn Limited (ABN 41 124 212 175) and controlled entities
Additional Shareholder Information for the Year Ended 30 June 2020
Substantial Shareholder
The names of Vysarn Limiteds’ substantial holders and number of shares in which each has a relevant
interest, as disclosed in substantial holding notices received by Vysarn Limited as at 14 September 2020,
are listed below:
Holder Name
MOLONGLO PTY LTD
Holding Balance
56,000,000
% IC
14.47
Distribution of Shares
A distribution schedule of the number of holders of shares is set out below.
1
- 1,000
1,001
- 5,000
5,001
- 10,000
10,001 - 100,000
100,001 and over
Totals
Fully Paid Ordinary Shares
Holders
Total Units
64
33
56
489
328
970
5,998
95,389
483,284
19,645,994
366,725,199
386,955,864
%
0.002
0.025
0.125
5.077
94.792
100.000
Restricted Securities
As at 14 September 2020 the following securities are escrowed:
78
Class of Security/ Restriction
Ordinary shares – ASX Imposed
Unquoted Options exercisable $0.054,
expiring 28 August 2024 – ASX Imposed
5,000,000 Performance Rights,
expiring 11 September 2021- ASX Imposed
End Date
Total Units
11 September 2021
31,800,000
11 September 2021
10, 000,000
11 September 2021
5,000,000
Unquoted Securities
As at 14 September 2020 the Company has on issue 20,000,000 Unlisted Options to two holders and
10,000,000 Performance Rights to two holders. The names of substantial security holders holding more
than 20% of an unlisted class of security are as follows:
Holder
Unlisted Options
Performance Rights
Molonglo Pty Ltd
10,000,000
Connada Pty Ltd
Lonesearch Pty Ltd
Holders individually less than 20%
Totals
Unmarketable Parcels
Holdings of less than a marketable parcel of
ordinary shares:
Holders: 108
Units: 167,016
On-market Buy Back
There is no current on-market buy-back.
-
10,000,000
-
-
5,000,000
5,000,000
-
20,000,000
10,000,000
Use of Capital
Pursuant to the requirements of ASX Listing Rule
4.10.19, the Company has used the cash and assets
that were readily convertible to cash that it had
at the time of reinstatement of its securities to
official quotation on the ASX, for the whole of
the reporting period, in a way consistent with its
business objectives.
Vysarn Limited (ABN 41 124 212 175) and controlled entities “The Company will
continue to keenly
focus on improving the
operational and financial
performance of the core
business while seeking
growth opportuities
that deliver long term,
sustainable value for
shareholders”
Vysarn Limited (ABN 41 124 212 175) and controlled entities Vysarn Limited | ABN: 41 124 212 175 | ACN: 124 212 175
108 Outram St, West Perth WA 6005, Australia
PO Box 1974, West Perth WA 6872
T +61 (0) 8 6144 9777 | F +61 (0) 8 9463 6373 | E info@vysarn.com.au
www.vysarn.com.au