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EVZ LIMITED Annual Report 2018

Oct 22, 2018

64889_rns_2018-10-22_6e8d35c5-897d-44fc-8b2f-7fd6bac180a5.pdf

Annual Report

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EVZ Limited Annual Financial Report

For the year ended 30 June 2018

ACN 010 550 357

Page | 1

Chairmans Report

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During the 2018 Financial Year the EVZ Group again delivered improved financial outcomes from operations compared to 2017. The key points were as follows:

  • Revenues from ordinary activities increased by 25% to $64.9 million for 2018.

  • Net profit before tax from ordinary operations was $2.5 million.

  • EVZ completed a successful capital raising to further assist in the strengthening of the financial base, and to continue our growth in earnings from existing activities. The capital raising was made possible with the participation of our largest shareholders including Thorney Investment Group Australia, in addition to several new sophisticated investors to EVZ.

Activities of the four operating divisions are summarised below:

Brockman Engineering continues to be a lead player in petrochemical and water tank construction, maintenance and piping fabrication sector. Brockman’s significant tender pipeline and increase in secured contacts provides a consistent and stable outlook now and into 2019.

Syfon Systems again produced a strong financial performance during the 2018 financial year. Syfon is the market dominant siphonic drainage provider in Australia and Malaysia that consistently produces strong financial results. New projects and client base expansion in other parts of the Asia, including Vietnam are now developing and will provide further diversity of revenue streams and growth.

TSF Engineering finalised the Trigeneration power station project at Melbourne Airport. No new work is intended for this division.

TSF Maintenance Services provides power generation breakdown and maintenance services. The 2018 financial year result involved a restructure of the business which led to a small operational loss. However, the business is now well placed to return to profitability in the 2019 financial year.

I would like to thank our loyal shareholders for their support and welcome new shareholders who have joined us on the expectation of improved value from growth in operational turnover and profitability. The Directors and Management of EVZ limited are totally committed to furthering the success gained to date and achieving greater and more successful outcomes in the future.

I would also like to thank the senior management teams and their people for their ongoing commitment to their quality products and customers and who represent the EVZ Group in the best possible way in doing so. I also thank my fellow Directors Rob Edgley and Ian Luck.

I commend the 2018 Annual Report to you.

Sincerely

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Graham Burns Chairman

Page | 2

Annual Financial Report 2018

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Contents

Section
Page
Chairmans Report .............................................................................................................................. 2
Contents ............................................................................................................................................ 3
Corporate Directory ........................................................................................................................... 4
Directors’ Report ............................................................................................................................... 5
Corporate Governance Statement .................................................................................................... 14
Auditor’s Independence Declaration................................................................................................. 23
Consolidated Statement of Profit or Loss .......................................................................................... 24
Consolidated Statement of Comprehensive Income .......................................................................... 25
Consolidated Statement of Financial Position ................................................................................... 26
Consolidated Statement of Changes in Equity ................................................................................... 27
Consolidated Statement of Cash Flows ............................................................................................. 28
Notes to the Consolidated Financial Statements ............................................................................... 29
Directors’ Declaration ...................................................................................................................... 70
Independent Auditors’ Report .......................................................................................................... 71
Additional Shareholder Information ................................................................................................. 77

Page | 3

Corporate Directory

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Directors G Burns
(Non-Executive Chairman)
R Edgley
(Non-Executive Director)
I Luck
(Non-Executive Director)
Chief Executive Officer S Farthing
Chief Financial Officer &
Company Secretary P van der Wal
Registered & principal office 115
Melbourne Vic 3008
Telephone: (03) 9545 5288
Facsimile: (03) 9542 6061
Email: [email protected]
Share registry Computershare Investor Services Pty Ltd
452 Johnston Street
Abbotsford Vic 3067
Telephone: 1300 137 328
Facsimile: 1300 137 341
Auditors Crowe Horwath Melbourne
Level 17
181 William Street
Melbourne Vic 3000
Bankers Commonwealth Bank of Australia
Stock exchange listing Australian Securities Exchange Limited
(Home Exchange – Melbourne)
ASX Code: EVZ

Page | 4

Directors’ Report

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The Directors present their report on the financial statements of the Company and economic entity for the year ended 30 June 2018. To comply with the provisions of the Corporations Act, the Directors report as follows:

Directors

The following persons were Directors of the Company during the financial year and up to the date of this report:

Graham Burns Robert Edgely Ian Luck (appointed 3 July 2017) Maxwell Findlay (resigned 3 July 2017)

Information on directors

Details of the Directors of the Company in office at the date of this report are:

Graham Burns Appointed 1 February 2008 – Non-Executive Chairman. Mr Burns was appointed Chairman on 5 July 2016.

Mr Burns, age 63, has extensive managerial skills and experience in the property, retail and manufacturing sectors. He is currently the Chief Executive of Hunter Land which is a significant industrial developer in regional New South Wales.

Mr Burns FAICD, is a member of the Remuneration, Audit and Nomination Committees. Interest in Shares: 80,000,000 ordinary shares Robert Edgley Appointed 26 August 2011 – Non-Executive Director. Mr Edgley, age 53, holds a bachelor’s degree in Economics from Monash University together with a second degree in Japanese language. Mr Edgley’s career has been predominantly focused in International Finance and Investment Banking in Australia, the UK and throughout Asia.

Mr Edgley has significant experience and skills in strategic planning, performance management and marketing and has proven abilities in building businesses.

Mr Edgley is Chairman of the Audit Committee and a member of the Remuneration and Nomination Committees.

Interest in Shares: 22,957,142 ordinary shares.

Page | 5

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Directors’ Report (continued)

Information on directors (continued)

Ian Luck Appointed 3 July 2017– Non-Executive Director.

Mr Luck, age 66, has significant experience in the Engineering and Construction Sector with 40 years’ experience in business leadership in Australia. His career features a balanced blend of complex business leadership, strategy and governance roles that focus on creating high performing teams to deliver outstanding growth and profitability. He currently is a Non-Executive Director of McConnell Dowell (an Australian design and construction group). Previously he has been the Managing Director of Baulderstone and a key manager in Leighton Contractors.

Mr Luck has a B Tech. Civil Engineering, a FIE Aust and a CPEng

Mr Luck is a member of the Audit Committee and Nomination Committee and Chairman of the Remuneration Committee.

Interest in Shares: 5,000,000 ordinary shares

Directors’ Meetings

The following table sets out the number of Directors’ Meetings (including meetings of any committee of Directors) held during the financial year and the number of meetings attended by each Director (whilst they were a Director or Committee member):

Directors’ Meetings

Directors’ Meetings
Total number of meetings held: 15
No. Attended No. Held
Whilst a Director
G Burns 15 15
R Edgley 15 15
I Luck (Appointed 3 July 2017) 14 14
M Findlay (Resigned 3 July 2017) 1 1
Remuneration Committee Meetings
Total number of meetings held: 8
No. Attended No. Held
Whilst a Member
I Luck (Appointed 3 July 2017) 8 8
G Burns 8 8
R Edgley 8 8
M Findlay (Resigned 3 July 2017) - -

Page | 6

Directors’ Report (continued)

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Audit Committee Meetings Total number of meetings held: 3

No. Attended No. Held
Whilst a Member
R Edgley – Chairman 3 3
I Luck (Appointed 3 July 2017) 3 3
G Burns 3 3
M Findlay (Resigned 3 July 2017) - -

There were no meetings of the Nomination Committee held during the year.

Company secretary

The Company Secretary is Pieter van der Wal. He was appointed 4 September 2017. Mr van der Wal has a Bachelor of Business and is a Chartered Accountant with company secretarial experience.

Ian Wallace was Company Secretary until he resigned on 4 September 2017.

Principal activities

The economic entity operates in the engineering and energy services sectors and its principal activities are:

  • Design, manufacture, service and maintenance of large steel tanks for use in the water, petrochemical and chemical industries.

  • Design, construction, on-site installation, maintenance and shutdown engineering services to the mining, wood chip, petrochemical, aluminium, glass, cement, defence and agriculture industries.

  • Design and installation of syfonic roof drainage systems to major buildings including airports, shopping centres and sporting venues throughout Australia and South East Asia.

  • Design, installation and maintenance of clean energy solutions, base and back-up power generation equipment, communications equipment, marine installations and provision of mobile generation capabilities.

Operating results

The net profit for the economic entity for the year after income tax expense was $2,341,980 compared to a net profit after income tax expense in 2017 of $3,609,689 but which included an accounting profit from debt forgiveness of $7,285,000.

The following significant achievements occurred during and subsequent to the financial year:

  • Revenues from ordinary activities increased by 25% to $64.9 million for 2018.

  • The contracted order book for work to complete increased 123% to $77 million.

  • Successful raising of $6.5m before costs of new equity. $3.2m was raised in September 2017 and March 2018 and a further $3.3m was raised subsequent to year end in September 2018. See further at the subsequent events note below.

  • Continued to expand its customer, product and geographic base from an increased investment in business development.

Dividends

No dividends were declared or paid during the year.

Page | 7

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Directors’ Report (continued)

Changes in state of affairs

There was no change in the state of affairs.

Subsequent events

Subsequent to balance date on 30 August 2018 the Company held an extraordinary general meeting at which the shareholders approved a capital raising to issue an additional 15% of shares. This equated to 124,540,791 new shares with the shares being issued on 4 September 2018. This brings total shares on issue to 954,812,736. The shares were issued at $0.028 (2.8 cents) which equates to $3.5 million raised before costs.

Funds from the capital raising are being used to support working capital requirements for the Company’s expanded project base. In particular, the company restructured its banking facility by paying down its core debt from $6.0 million to $3.3 million and simultaneously issuing additional bank guarantees for $2.7 million.

There have not been any other matters or circumstances, other than that referred to in the financial statements or notes thereto, that have arisen since the end of the financial year, that have significantly affected, or may significantly affect, the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years after the financial year.

Future developments

The Group will continue its focus on investing in growth across all its businesses and the reduction/retirement of debt.

Proceedings on behalf of the company

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under Section 237 of the Corporations Act 2001.

Environmental regulation

The economic entity is not subject to any significant environmental regulations under a Commonwealth, State or Territory Law.

Insurance of officers

During the financial year the Company insured the Directors and Officers of the Company against legal costs that may be brought against the Directors and Officers in their capacity as Officers of the Company. The policy provides for confidentiality with respect to its premium.

Non-audit services

During the current and prior year there were no Non-audit services provided by the Company’s auditors.

Auditors’ independence declaration

As required under Section 307C of the Corporations Act 2001, EVZ Limited has obtained an Independence Declaration from its auditors, Crowe Horwath. This is included on page 23 of this financial report.

Page | 8

Directors’ Report (continued)

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Remuneration Report

This report details the nature and amount of remuneration for each Director of the Company and for Key Management Personnel.

Remuneration Policy

The remuneration policy of the Company has been designed to align Director and Executive remuneration with shareholder and business objectives by providing a fixed remuneration component and where appropriate offering specific short and long-term incentives based on key performance areas affecting the economic entity’s financial results. The Board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best Directors and Executives to govern and manage the economic entity, as well as to create goal congruence between Directors, Executives and Shareholders.

Executive Remuneration

The Board’s policy for determining the nature and amount of remuneration for key senior Executives for the economic entity is as follows:

  • The remuneration policy, setting the terms and conditions for Executive officers, was developed by the Remuneration Committee and approved by the Board after seeking professional advice where appropriate from independent external consultants.

  • All Executives receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits and where appropriate performance incentives.

The Remuneration Committee reviews Executive remuneration packages annually with reference to the economic entity’s performance, each Executive’s performance and comparable information from industry sectors and listed companies in similar industries. The performance of each Executive is measured against criteria agreed and is predominantly measured by comparing actual growth against forecast growth of the economic entity’s profits and shareholders’ value. Bonuses and incentives will be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the Remuneration Committee’s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of Executives and reward them for performance that results in long-term growth in shareholder wealth.

The Remuneration Committee set certain key performance indicators for the key Executives in the Group to determine eligibility for short term incentive payments. The key performance indicators were both quantitative and qualitative measures. Short term incentives paid/payable for the year were $218,195 (2017: $Nil).

Long term incentives, linked with performance rights issued under the Companys’ Directors’ and Employees’ Benefits Plan, were not met during the year and no performance rights, options or shares were issued.

Executives receive a superannuation guarantee contribution as required by the Government and do not receive any other retirement benefits. Individuals may choose to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to Executives is valued at the cost to the Company and expensed.

Director Remuneration

The Board’s policy is to remunerate Non-Executive Directors at appropriate market rates. The Remuneration Committee recommends the fee structure for Non-Executive Directors which will be determined by reference to market practice, duties performed, time, commitment and accountability. Director fees are reviewed annually by the Remuneration Committee.

Page | 9

Directors’ Report (continued)

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Remuneration Report (continued)

The Remuneration Committee may seek independent advice in determining appropriate fee structures for Directors.

The maximum aggregate amount of fees payable to Non-Executive Directors is subject to approval by shareholders at the Annual General Meeting. Fees for Non-Executive Directors are not linked to the performance of the economic entity. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company and may be able to participate in any employee share/option plan introduced.

All remuneration paid to Directors is valued at the cost to the Company and expensed.

Shares and Options Issued as part of Remuneration

Shareholders had previously approved the EVZ Directors’ and Employees’ Benefits Plan (the “Plan”) which allows employees, Directors and others (“Eligible Persons”) to be granted shares, options and performance rights in the Company. The object of this Plan is to help the Company recruit, reward, retain and motivate its employees and Directors.

Such shares, options and performance rights would be offered only to those Eligible Persons entitled to receive an invitation. Those Eligible Persons would be:

  • a Director or Secretary of a Group Company;

  • an employee in permanent full-time or permanent part-time employment of a Group Company; or

  • a contractor to a Group Company who is selected by the Board to participate in the Plan.

Invitations to Eligible Persons will be made by the Board and may be made subject to such conditions and rules as the Board determines, including:

  • In the case of Options, the exercise period, the exercise price and the exercise conditions.

  • In the case of Shares, the issue price payable on acceptance of the application by the Company and issue of the shares and any other specific terms and conditions of issue.

  • In the case of Performance Rights, the performance criteria and the performance period in which those performance criteria must be satisfied.

The issue of any securities (including options or performance rights) issued to any Director or their associates will still require shareholder approval under ASX Listing Rule 10.14.

The maximum number of shares issued pursuant to the Plan would be not more than 5% of the equity interests in the Company.

There were no share-based payments during the year.

Performance Based Remuneration

During the year to 30 June 2018, performance based remuneration paid/payable totalled $218,195 (2017:$Nil). Short term performance based payments were based on achieving certain key performance indicators which were quantitative measures based on business profitability and improvement in forward work in hand. Both measures are considered to be drivers of shareholder value.

Page | 10

Directors’ Report (continued)

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Remuneration Report (continued)

Company performance, Shareholder wealth and Directors’ and Executives’ remuneration

The remuneration policy has been tailored to increase goal congruence between shareholders and Directors and Executives.

Details of remuneration for the year ended 30 June 2018

The remuneration for each Director and each of Key Management Personnel of the economic entity during the year was as follows:

Directors Short-term employee benefits
Post-employment benefits
Salary
Fees
Superannuation
Contributions
Other
Total
2018
G Burns
M Findlay(resigned 3 July 2017)
R Edgley
I Luck(appointed 3 July 2017)
2017
G Burns
M Findlay(resigned 3 July 2017)
R Edgley
$
$
$
$
-
80,000
-
-
80,000
-
-
-
-
-
-
50,000
-
-
50,000
-
50,000
-
-
50,000
-
180,000
-
-
180,000
-
80,000
-
-
80,000
-
35,000
-
-
35,000
-
35,000
-
-
35,000
-
150,000
-
-
150,000
Key management personnel of the economic entity
Salary
Short-term employee benefits
Post-employment benefits
Profit share &
bonus
Non cash
benefits
Superannuation
Contributions
Termination
benefits
Total
2018
S Farthing
(Chief Executive Officer)
I Wallace(resigned 4 September 2017)
(Chief Financial Officer & Company Secretary)
P van der Wal(appointed 4 September 2017)
(Chief Financial Officer & Company Secretary)
A Bellgrove
(General Manager, Syfon Systems)
C Bishop
(General Manager, Brockman Engineering)
I Whitford
(General Manager, TSF Maintenance Services)
$
355,041
85,747
175,631
274,977
262,469
168,950
$
$
$
135,750
-
20,049
-
510,840
-
-
8,146
58,587
152,479
-
-
16,652
-
192,283
23,645
23,353
20,049
-
342,023
58,800
-
25,480
-
346,749
-
-
16,050
-
185,000
1,322,814 218,195
23,353
106,426
58,587
1,729,374

Page | 11

Directors’ Report (continued)

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Remuneration Report (continued)

Salary Short-term employee benefits
Post-employment benefits
Profit share &
bonus
Non cash
benefits
Superannuation
Contributions
Termination
benefits
Total
2017
S Farthing
(Chief Executive Officer)
I Wallace(resigned 4 September 2017)
(Chief Financial Officer & Company Secretary)
A Bellgrove
(General Manager, Syfon Systems)
C Bishop
(General Manager, Brockman Engineering)
I Whitford
(General Manager, TSF Maintenance Services)
$
356,027
204,660
266,099
251,235
168,950
$
$
$
-
2,802
18,973
-
377,802
-
-
16,833
-
221,493
-
28,431
32,772
-
327,302
-
-
24,658
-
275,893
-
15,000
16,050
-
200,000
1,246,971 -
46,233
109,286
-
1,402,490

Remuneration and other terms of employment for key Executives are formalised in employment service agreements. Each of these agreements may provide for the provision of other benefits including car allowances. These agreements have no fixed term. There are no other standard termination provisions excluding notice periods. Notice periods are generally between three and six months.

Additional disclosures relating to key management personnel

The number of ordinary shares held by each Key Management Personnel of the Group during the financial year is as follows:

2018 Balance at
beginning of
year
Granted as
remuneration
Other Changes
Balance at
end ofyear
G Burns
M Findlay(resigned 3 July 2017)
R Edgley
48,380,141
-
31,619,859
80,000,000
4,007,228
-
(65,106)
3,942,122
10,543,473
-
12,413,669
22,957,142
I Luck(appointed 3 July 2017) -
-
5,000,000
5,000,000
S Farthing
I Wallace(resigned 4 September 2017)
P van der Wal(appointed 4 September 2017)
C Bishop
A Bellgrove
I Whitford
8,762,785
-
2,877,698
11,640,483
211,387
-
-
211,387
-
-
1,000,000
1,000,000
-
-
-
-
12,405,493
-
-
12,405,493
-
-
-
-
84,310,507
-
52,846,120
137,156,627
2017 Balance at
beginning of
year
Granted as
remuneration
Other Changes
Balance at
end ofyear
G Burns
M Findlay(resigned 3 July 2017)
R Edgley
S Farthing
I Wallace(resigned 4 September 2017)
C Bishop
A Bellgrove
I Whitford
11,210,652
37,169,489
48,380,141
1,644,500
2,362,728
4,007,228
3,741,232
6,802,241
10,543,473
3,109,375
5,653,410
8,762,785
75,008
136,379
211,387
-
-
-
4,401,949
8,003,544
12,405,493
-
-
-
24,182,716
-
60,127,791
84,310,507

Page | 12

Directors’ Report (continued)

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Remuneration Report (continued)

This concludes the remuneration report, which has been audited

Signed in accordance with a resolution of the Board of Directors.

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Director – G Burns

Signed at Melbourne this 27[th] day of September 2018.

Page | 13

Corporate Governance Statement For the year ended 30 June 2018

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Introduction

The Board of the Company is committed to protecting shareholders’ interests and ensuring investors are fully informed about the performance of the company’s business. The Directors have undertaken to perform their duties with honesty, integrity, care and diligence, according to the law and in a manner that reflects the highest standards of corporate governance.

The policies and practices of the company are in accordance with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations – 3[rd] Edition”.

Unless otherwise indicated, the best practice principles of the ASX Corporate Governance Council and suggested disclosures, have been adopted by the company for the year ended 30 June 2018 as relevant to the size and complexity of the company and its operations.

The Corporate Governance Statement is current at the date of approval of the annual report and has been approved by the Board of Directors.

Principle 1: Lay Solid Foundations for Management and Oversight

Recommendation 1.1: Respective roles and responsibilities of the Board and management.

The Board charter sets out the function and responsibilities of the Board. The Directors of the Company are accountable to shareholders for the proper management of business and affairs of the company.

The key responsibilities of the Board are to:

  • establish, monitor and modify the corporate strategies of the company;

  • ensure proper corporate governance;

  • monitor and evaluate the performance of management of the company;

  • ensure that appropriate risk management systems, internal control and reporting systems and compliance frameworks are in place and are operating effectively;

  • assess the necessary and desirable competencies of Board members, review Board succession plans, evaluate its own performance and consider the appointment and removal of Directors;

  • consider Executive remuneration and incentive policies, the company’s recruitment, retention and termination policies and procedures for senior management and the remuneration framework for NonExecutive Directors;

  • monitor financial performance;

  • approve decisions concerning the capital, including capital restructures, and dividend policy of the company; and

  • comply with the reporting and other requirements of the law.

The Board delegates responsibility for day-to-day management of the company to the Chief Executive Officer (CEO), subject to certain financial limits. The CEO must consult the Board on matters that are sensitive, extraordinary, of a strategic nature or matters outside the permitted financial limits.

Page | 14

Corporate Governance Statement (continued) For the year ended 30 June 2018

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Recommendation 1.2: Directors Appointment

Non-Executive Directors appointed during the year hold office until the next annual general meeting, where they must stand for re-election. Each year one third of the Board of Directors (excluding the Managing Director) must retire and if they wish seek re-election at the annual general meeting. Board support for a Director’s reelection is not automatic and is subject to satisfactory Director performance.

Appropriate background checks are undertaken before a Director is nominated. At the annual general meeting shareholders are provided with all material information concerning the Director seeking election or re-election.

Recommendation 1.3: Terms of Appointment

The Company has written agreements with all senior executives setting out the terms of their appointment. Written agreements have now been implemented for all new director appointments. The duties of the Directors as detailed above were provided to all directors.

Recommendation 1.4: Company Secretary

The appointment and removal of the Company Secretary is a decision of the Board. The Company Secretary is accountable directly to the Board, through the Chairman, on all matters relating to the proper functioning of the Board and is responsible for ensuring compliance with Board procedures and governance matters. All Directors have direct access to the Company Secretary.

Recommendation 1.5: Diversity Policy

The Group’s ultimate success is under-pinned by its employees. To maximise success, the Group encourages a diverse population of employees within its operations.

Diversity is defined to include race, ethnicity, gender, sexual orientation, socio-economic status, culture, age, physical ability, education, skill levels, family status, religious, political and other beliefs and work styles. The Group recognises that differences in ideas, backgrounds, patterns of thinking and approaches to work can generate value for the Group’s stakeholders: its customers, shareholders, personnel and the communities in which it operates. It is the Group’s policy to promote these differences within a productive, inclusive and performance-based environment in which everybody feels valued, where their skills are fully utilised, their performance is recognised, professional accountability is expected and organisational goals are met.

The Group’s approach to diversity is based on the following objectives:

  • retain, promote and hire the best people possible, focusing on actual and potential contribution in terms of performance, competence, collaboration and professional accountability;

  • foster an inclusive culture and ensure that current and future employee opportunities are based on competence and performance, irrespective of race, ethnicity, gender, sexual orientation, socio-economic status, culture, age, physical ability, education, family status, religious, political and other beliefs and work styles. This includes being intolerant of behaviour that denigrates or otherwise diminishes such attributes or that discriminates on the basis of such attributes;

  • create and manage appropriate human resource processes which take a unified and talent-based approach to recruitment, training and development, performance management, retention and succession planning;

  • provide a fair level of reward in order to attract and retain high calibre people – and build a culture of achievement by providing a transparent link between reward and performance; and

  • be compliant with all mandatory diversity reporting requirements.

Page | 15

Corporate Governance Statement (continued) For the year ended 30 June 2018

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The Group’s Measurable Objective and Current Gender Profile:

The Group’s measurable objective for increasing gender diversity is to increase the representation of women at all levels of its organisation over time. The Group’s progress towards achieving that objective, along with the proportion of women employees within the Group, women in senior Executive positions and women NonExecutive Directors, is set out in the table below:

2018 2017
Measure No. % No. %
Women employees 25 7 18 8
Women Senior Executives * - - - -
Women Non-Executive Directors - - - -
  • This includes both employees and specific contractors engaged by the Group.

Recommendation 1.6: Board and Committee Performance

The Board and its committees undertook self-assessment in accordance with their relevant charters during the financial year. The Chairman conducts annual one-on-one personal performance discussions with each of the individual Directors.

The Board was provided with all company information it needed in order to effectively discharge its responsibilities and were entitled to, and did, request additional information when considered necessary or desirable.

Recommendation 1.7: Senior Executive Performance

Reviews of the performance of Senior Executives are undertaken annually against established key performance indicators. At the same time goals and targets for the coming year are discussed and implemented. The annual evaluation of the CEO’s performance is a specific function of the Remuneration Committee.

Principle 2: Structure the Board to Add Value

Recommendation 2.1: Nomination Committee

The company has a duly appointed nomination committee. The committee operates pursuant to a nomination committee charter. The charter sets out the responsibilities of the committee including reviewing Board succession plans to ensure an appropriate balance of skills and expertise, developing policies and procedures for the appointments of Directors and identifying Directors with appropriate qualifications to fill Board committee vacancies. The term of Non-Executive Directorships is set out in the company’s constitution.

Given the size of the Board, the Board has determined it appropriate for the nomination committee to consist of the full Board of Directors.

Recommendation 2.2 and 2.3: Board Composition

The Company’s Board is comprised of Non-Executive Directors.

Details of Directors and relevant skills are detailed in the following tables:

Page | 16

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Corporate Governance Statement (continued) For the year ended 30 June 2018

Details of Directors

Director Term in Office Qualifications Status Graham Burns Appointed 1 February 2008 FAICD Independent Robert Edgley Appointed 26 August 2011 BEc Independent Ian Luck Appointed 3 July 2017 B Tech. Civil Independent Engineering Maxwell Findlay Appointed 14 May 2008 – BEc, FAICD Independent Resigned 3 July 2017

Areas of competence and skills of the Board of Directors Area Leadership

Competence and skills

Business leadership Public listed company experience

Business & Finance

Accounting expertise Business strategy Corporate turnarounds Corporate financing Mergers and acquisitions Risk management Commercial agreements

Sustainability and Stakeholder management

Corporate governance Remuneration

Market and Industry

Financial services expertise

International Geographical experience and international business management

Recommendation 2.4: Director Independence

All Directors including the chairman, are Non-Executive and independent Directors. Profiles of the Directors are set out in this annual report. All Directors are subject to retirement by rotation in accordance with the Company’s constitution but may stand for re-election by the shareholders. The composition of the Board is determined by the Board and, where appropriate, external advice is sought. The Board has adopted the following principles and guidelines in determining the composition of the Board:

To be independent, a Director ought to be Non-Executive and:

  • not a current Executive of the company;

  • ideally not held an Executive position in the company in the previous three years;

  • not a nominee or associate of a shareholder holding more than 10% of the company’s shares;

  • not significantly involved in the value chain of the organisation, either upstream or downstream; and

  • not a current advisor to the company receiving fees or some other benefit, except for approved Director’s fees.

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Corporate Governance Statement (continued) For the year ended 30 June 2018

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Directors are encouraged to be long term shareholders in the company. Directors shareholdings are disclosed in the annual report. Any change in Directors’ shareholdings are disclosed in accordance with ASX Listing Rules. The Company’s policies allow Directors to seek independent advice at the Company’s expense.

Recommendation 2.5: Independence of Chairman

The chairman, Graham Burns, is an Independent Director. He is responsible for the leadership of the Board and he has no other positions that hinder the effective performance of this role. The role of Chairman is independent to the role of CEO, which is held by Scott Farthing. There is a clear division of responsibility between these roles.

Recommendation 2.6: Induction and Training

Any new Director will receive a letter of appointment. Directors are provided access to the company’s policies including the Board’s Charter. At Board meetings Directors receive regular updates and also undertake site visits, attend customer and financier meetings as required. These assist Directors to keep abreast of relevant market and industry developments.

Principle 3: Act Ethically and Responsibly

Recommendation 3.1: Code of Conduct

The company has developed codes of conduct to guide all of the company’s employees, particularly Directors, the CEO, the CFO and other senior Executives, in respect of ethical behaviour. These codes are designed to maintain confidence in the company’s integrity and the responsibility and accountability of all individuals within the company for reporting unlawful and unethical practices. These codes of conduct embrace such areas as:

  • conflicts of interest

  • corporate opportunities

  • confidentiality

  • fair dealing and trade practices

  • protection of assets

  • compliance with laws, regulations and industry codes

  • ‘whistle-blowing’

  • security trading

  • commitment to and recognition of the legitimate interests of stakeholders

Principle 4: Safeguard Integrity in Corporate Reporting

Recommendation 4.1: Audit Committee

The Board-appointed audit committee operates in accordance with the audit committee charter. The details of the committee meetings held during the year and attendance at those meetings are detailed in the Directors’ meeting schedule in the Directors’ report.

The audit committee consists of:

  • Robert Edgley - Chairperson

  • Ian Luck (appointed 3 July 2017)

  • Graham Burns

  • Max Findlay (resigned 3 July 2017)

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Corporate Governance Statement (continued) For the year ended 30 June 2018

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Each of the members of the committee is an independent, Non-Executive Director and the Chairman of the committee is not the Chairman of the Board. The CEO and the CFO/Company Secretary may attend the meetings at the invitation of the committee. All members of the committee are financially literate (i.e. they are able to read and understand financial statements) and have an understanding of the industry in which the company operates.

The audit committee provides an independent review of:

  • financial information produced by the company;

  • the accounting policies adopted by the company;

  • the effectiveness of the accounting and internal control systems and management reporting which are designed to safeguard company assets;

  • the quality of the external audit functions;

  • external auditor’s performance and independence as well as considering such matters as replacing the external auditor where and when necessary; and

  • identifying risk areas.

Recommendation 4.2: CEO and CFO Assurance

The CEO and CFO have provided to the Board formal declarations that the integrity of the financial statements is founded on a system of risk management and internal control which supports the policies adopted by the Board and that the company’s risk management and internal control system is operating effectively in all material respects to manage the company’s material business risks.

Recommendation 4.3: Auditor Attendance

The Company’s Auditor is Crowe Horwath. The Auditor has and will continue to attend the Annual General Meeting in order to be available to answer questions relating to the audit raised by security holders.

Principle 5: Make Timely and Balanced Disclosure

The Board recognises that the company, as an entity listed on the ASX, has an obligation to make timely and balanced disclosure in accordance with the requirements of the Australian Securities Exchange Listing Rules and the Corporations Act 2001. The Board also is of the view that an appropriately informed shareholder base and market is essential to an efficient market for the company’s securities. The Board is committed to ensuring that shareholders and the market have timely and balanced disclosure of matters concerning the company. In demonstration of this commitment, the company has adopted a formal external communications policy including a continuous disclosure policy.

In order to ensure the company meets its obligations of timely disclosure of such information, the company has adopted the following policies:

  • immediate notification to the ASX of information concerning the company that a reasonable person would expect to have a material effect on the price or value of the company’s securities as prescribed under listing rule 3.1, except where such information is not required to be disclosed in accordance with the exception provisions of the listing rules;

  • the company has a website where all relevant information disclosed to the ASX will be promptly placed on the website following receipt of confirmation from the ASX and, where it is deemed desirable, released to the wider media; and

  • the company will not respond to market rumours or speculation, except where required to do so under the listing rules.

Page | 19

Corporate Governance Statement (continued) For the year ended 30 June 2018

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Based on information provided to the company secretary by Directors, officers and employees, the company secretary is responsible for determining which information is to be disclosed and for the overall administration of this policy.

Principle 6: Respect The Rights of Shareholders

Recommendation 6.1: Website

The Company has a website which includes details of the Company and the operating entities in the Group. The website also includes the Company’s annual report which contains within it the Company’s Corporate Governance statement. The Company is currently updating this website to include a separate Corporate Governance page.

Recommendation 6.2: Communications with investors

The Board recognises that shareholders are the beneficial owners of the company and respects their rights and is continually seeking ways to assist shareholders in the exercise of those rights. The Board also recognises that as owners of the company the shareholders may best contribute to the company’s growth, value and prosperity if they are appropriately informed. To this end the Board seeks to empower shareholders by:

  • communicating effectively with shareholders;

  • enabling shareholders to have access to balanced and understandable information about the company and its operations; and

  • promoting shareholder participation in general meetings.

All shareholders are entitled to receive a copy of the company’s annual report. In addition, the company’s website will provide opportunities to shareholders to access company announcements, media releases and financial reports.

Recommendation 6.3: Participation at meetings by security holders

The Board is committed to assisting shareholders’ participation in meetings and has adopted the following measures:

  • adoption of the ASX Corporate Governance Council’s recommendation and guidelines as published in the Council’s Corporate Governance Principles and Recommendations in respect of notices of meetings;

  • providing sufficient time and adequate opportunity at meetings for shareholders to ask questions and make comments to the Board, and

  • ensuring that a representative of the company’s external auditor, subject to availability, is present at all annual general meetings and that shareholders have adequate opportunity to ask questions of the auditor at that meeting concerning the audit and preparation and content of the auditor’s report.

The current size of the Company prohibits technology such as live webcasting and meetings across multiple venues linked by live telecommunications. The Company allows electronic lodgment of proxies for its meetings.

Recommendation 6.4: Electronic communication

The Company provides security holders with the option to receive communications from the entity and its security registry, such as notice of meetings, explanatory memorandums, proxy forms and annual reports electronically. A corporate email address is provided via the website to allow security holders to communicate with the Company.

Page | 20

Corporate Governance Statement (continued) For the year ended 30 June 2018

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The Company allows electronic lodgment of proxies for its meetings.

Principle 7: Recognise and Manage Risk

Recommendation 7.1: Risk Committee

Overall risk management is the responsibility of the Audit Committee and covered within that Committee’s Charter.

The Board has overall responsibility to all stakeholders for the identification, assessment, management and monitoring of the risks faced by the company. The company currently has informal policies and procedures for risk management and the audit committee seeks to ensure compliance with regulatory requirements. The operational risks are managed at the senior management level and escalated to the Board for direction where the issue is exceptional, non-recurring or may impose a material financial or operational burden on the company. The relatively small size of the company means that communication and decision-making is predominantly centralised allowing early identification of risks by senior management. It also allows senior management to respond to each risk as appropriate without the need for a written risk management policy. In addition a monthly risk report is tabled at the Board meeting for consideration.

Recommendation 7.2: Risk Management Framework

Given the relatively small and centralised management team, the nature of the business of the company and that a majority of independent Directors sit on the audit committee, the Board is continuously kept informed of the effectiveness of the company’s internal control systems. In addition a monthly risk report is tabled at the Board meeting for consideration.

Recommendation 7.3: Internal Audit

The Company does not currently have any internal audit function. The Board considers that given the Company’s current size there is no benefit in having an internal audit function. Independent advice will be sought as necessary. The Board has overall responsibility for the identification, assessment, management and monitoring of the risks faced by the company.

Recommendation 7.4: Risk Management

The Board monitors its exposure to all risks, including economic, environmental and social sustainability risks on a monthly basis. Any material business risks will be disclosed in the annual report, which also outlines the activities, performance, financial position of the Company and its businesses.

Principle 8: Remunerate Fairly and Responsibly

Recommendation 8.1 and 8.2: Remuneration Committee and Policies

The company has a duly appointed remuneration committee. The committee operates pursuant to the remuneration committee charter.

The remuneration committee consists of:

  • Ian Luck (appointed as Chairman on 3 July 2017)

  • Graham Burns

  • Rob Edgley

  • Max Findlay (resigned 3 July 2017)

Page | 21

Corporate Governance Statement (continued) For the year ended 30 June 2018

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The Company’s approach to remuneration is set out in the Remuneration Report contained within this annual report.

  • The primary responsibilities of the remuneration committee are:

  • Establish appropriate remuneration policies for Directors, the CEO and other senior Executives which are effective in attracting and/or retaining the best Directors and Executives to monitor and manage EVZ Limited, whilst ensuring goal congruence between shareholders, Directors and Executives.

  • Ensuring appropriate disclosure of remuneration in line with the Corporations Act, ASX Listing Rules and Corporate Governance guidelines.

Non-Executive Directors are remunerated by way of fees. They may receive options (subject to shareholder approval) but there is no scheme for retirement benefits, other than statutory superannuation. Executives are paid a salary and may be provided, under the Directors’ and Employees’ Benefits Plan, with shares, performance rights and/or options and bonuses as part of their remuneration and incentive package.

There are no Executive Directors.

Recommendation 8.3: Equity based remuneration scheme

There is currently in place an EVZ Directors’ and Employees’ Benefits Plan (the “Plan”) which allows employees, Directors and others (“Eligible Persons”) to be granted shares, options and performance rights in the Company. The object of this Plan is to help the Company recruit, reward, retain and motivate its employees and Directors.

Such shares, options and performance rights would be offered only to those Eligible Persons entitled to receive an invitation. Those Eligible Persons would be:

  • a Director or Secretary of a Group Company;

  • an employee in permanent full-time or permanent part-time employment of a Group Company; or

  • a contractor to a Group Company

who is selected by the Board to participate in the Plan.

Invitations to Eligible Persons will be made by the Board and may be made subject to such conditions and rules as the Board determines, including:

  • In the case of Options, the exercise period, the exercise price and the exercise conditions.

  • In the case of Shares, the issue price payable on acceptance of the application by the Company and issue of the shares and any other specific terms and conditions of issue.

  • In the case of Performance Rights, the performance criteria and the performance period in which those performance criteria must be satisfied.

The issue of any securities (including options or performance rights) issued to any Director or their associates will still require shareholder approval under ASX Listing Rule 10.14.

The maximum number of shares issued pursuant to the Plan would be not more than 5% of the equity interests in the Company.

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Auditor Independence Declaration Under S307C of the Corporations Act 2001 to the Directors of EVZ Limited

I declare that, to the best of my knowledge and belief, during the year ended 30 June 2018 there have been no contraventions of

  • I. The auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

  • II. Any applicable code of professional conduct in relation to the audit.

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CROWE HORWATH MELBOURNE

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DAVID MUNDAY Partner

Melbourne, Victoria 27 September 2018

Crowe Horwath Melbourne is a member of Crowe Horwath International, a Swiss verein. Each member of Crowe Horwath is a separate and independent legal entity. Liability limited by a scheme approved under Professional Standards Legislation. Liability limited other than for the acts or omissions of financial services licensees.

The title ‘Partner’ conveys that the person is a senior member within their respective division, and is among the group of persons who hold an equity interest (shareholder) in its parent entity, Findex Group Limited. The only professional service offering which is conducted by a partnership is the Crowe Horwath external audit division. All other professional services offered by Findex Group Limited are conducted by a privately owned organisation and/or its subsidiaries.

Consolidated Statement of Profit or Loss For the year ended 30 June 2018

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Notes
Continuing Operations
Revenue
Cost of Sales
Gross Profit
Other Income
2(a)
Administration and business development costs
Corporate costs
Debt Forgiveness
11
Impairment of other assets
Impairment of plant and equipment
Profit before finance costs and income tax
Net finance costs
2(c)
Profit before income tax from continuing operations
Income tax (expense)/benefit
3
Profit/(Loss) for the year attributed to members after tax
Earnings Per Share
Overall Operations:
Basic earnings per share
17
Diluted earnings per share
17
Continuing Operations:
Basic earnings per share
17
Diluted earnings per share
17
2018
2017
$
$
64,928,395
51,902,016
(51,793,049)
(41,949,860)
Economic Entity
13,135,346
9,952,156
96,694
93,345
(8,700,181)
(9,474,695)
(1,427,327)
(1,127,360)
-
7,285,000
-
(67,786)
-
(64,132)
3,104,532
6,596,528
(619,721)
(1,193,433)
2,484,811
5,403,095
(142,831)
(1,793,406)
2,341,980
3,609,689
Cents
Cents
0.316
1.470
0.309
1.464
0.316
1.470
0.309
1.464

The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes.

Page | 24

Consolidated Statement of Comprehensive Income For the year ended 30 June 2018

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Notes
Profit/(Loss) for the year after tax
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations
16(b)
Total comprehensive income for the year attributable to owners
of the company
2018
2017
$
$
2,341,980 3,609,689
203,941 (172,609)
Economic Entity
2,545,921
3,437,080

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

Page | 25

Consolidated Statement of Financial Position As at 30 June 2018

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Notes
Current Assets
Cash and cash equivalents
22
Trade and other receivables
4
Inventories
5
Financial assets
6
Deferred tax assets
8
Total current assets
Non-current assets
Trade and other receivables-non current
4
Plant and equipment
7
Deferred tax assets-non current
8
Intangibles
9
Total non-current assets
Total Assets
Current liabilities
Trade and other payables
10
Tax liabilities
8
Short-term borrowings
11
Provisions
13
Total current liabilities
Non-current liabilities
Long-term borrowings
12
Deferred tax liabilities
8
Provisions-non current
13
Total non-current liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
14
Reserves
16
Accumulated losses
16
Total Equity
2018
2017
$
$
1,706,883
1,551,970
16,939,999
11,858,174
1,971,101
1,607,744
178,570
28,487
691,500 -
Economic Entity
21,488,053
15,046,375
1,587,673
1,119,934
3,869,464
3,777,140
1,940,631
2,668,652
12,072,010
12,072,010
19,469,778
19,637,736
40,957,831
34,684,111
12,233,514
10,819,022
103,542
79,970
511,529
1,085,286
2,986,944
2,666,446
15,835,529
14,650,724
6,000,000
6,033,330
49,200
45,198
121,903
386,834
6,171,103
6,465,362
22,006,632
21,116,086
18,951,199
13,568,025
53,272,129
50,434,876
(58,476)
(262,417)
(34,262,454)
(36,604,434)
18,951,199
13,568,025

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

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Consolidated Statement of Changes in Equity For the year ended 30 June 2018

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Ecomomic Entity
As at 30 June 2018
Balance at 1 July 2017
Total comprehensive profit for period
Profit/(loss) for period
Foreign currency translation reserve
Total comprehensive income for period
Transactions with owners, recorded directly in
equity:
Shares issued
Share Issue Costs
Dividends
Balance at 30 June 2018
As at 30 June 2017
Balance at 1 July 2016
Total comprehensive profit for period
Profit/(loss) for period
Foreign currency translation reserve
Total comprehensive income for period
Transactions with owners, recorded directly in
equity:
Shares issued
Share Issue Costs
Dividends
Balance at 30 June 2017
Issued Capital Accumulated
Losses
Foreign Currency
Translation
Reserve
Total
$
$
$
$
50,434,876
(36,604,434)
(262,417) 13,568,025
-
2,341,980
-
2,341,980
-
-
203,941
203,941
-
2,341,980
203,941
2,545,921
3,282,506
-
-
3,282,506
(445,253)
-
-
(445,253)
-
-
-
-
53,272,129
(34,262,454)
(58,476) 18,951,199
Issued Capital Accumulated
Losses
Foreign Currency
Translation
Reserve
Total
$
$
$
$
46,088,909
(40,214,123)
(89,808)
5,784,978
-
3,609,689
-
3,609,689
-
-
(172,609)
(172,609)
-
3,609,689
(172,609)
3,437,080
4,682,614
-
-
4,682,614
(336,647)
(336,647)
-
-
-
-
50,434,876
(36,604,434)
(262,417) 13,568,025

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

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Consolidated Statement of Cash Flows For the year ended 30 June 2018

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Notes
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Finance costs
Income tax paid
Net cash provided by / (used in) operating activities
22
Cash flows from investing activities
Proceeds from sale of plant and equipment
Purchase of plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from equity raising
Share issue costs
Proceeds from / (repayment) of other loans
Payments for lease financing
Net cash provided/(used) by financing activities
Net increase/(decrease) in cash held
Cash at beginning of the period
Cash at end of the period
22
2018
2017
$
$
65,230,179
56,292,930
(65,944,908)
(59,977,746)
3,999
3,505
(623,720)
(1,196,938)
(78,735)
(163,227)
Economic Entity
(1,413,185)
(5,041,476)
(1,208)
175,198
(762,961)
(367,162)
(764,169)
(191,964)
2,982,506
4,682,614
(145,253)
(336,647)
(448,950)
1,000,000
(56,036)
(122,131)
2,332,267
5,223,836
154,913
(9,604)
1,551,970
1,561,574
1,706,883
1,551,970

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Page | 28

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies

This financial report includes the consolidated financial statements and notes of EVZ Limited and controlled entities (‘Economic Entity’ or ‘Group’).

Basis of preparation

The financial report is a general-purpose financial report that has been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001 , as appropriate for for-profit orientated entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

They have been consistently applied unless otherwise stated.

The financial report has been prepared on an accruals basis and is based on historical costs.

Accounting policies

(a) Principles of consolidation

A controlled entity is any entity EVZ Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities. A list of controlled entities is contained in Note 29 to the financial statements. All controlled entities have a June financial year-end. All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.

Where controlled entities have entered or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

Business combinations

Business combinations occur where an acquirer obtains control over one or more businesses and results in the consolidation of its assets and liabilities.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The acquisition method requires that for each business combination one of the combining entities must be identified as the acquirer (ie parent entity). The business combination will be accounted for as at the acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable assets acquired and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised where a present obligation has been incurred and its fair value can be reliably measured.

The acquisition may result in the recognition of goodwill (refer to Note 1(i)) or a gain from a bargain purchase. The method adopted for the measurement of goodwill will impact on the measurement of any Non-controlling interest to be recognised in the acquiree where less than 100% ownership interest is held in the acquiree.

Page | 29

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

(a) Principles of consolidation (continued)

The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Consideration may comprise the sum of the assets transferred by the acquirer, liabilities incurred by the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer.

Fair value uplifts in the value of pre-existing equity holdings are taken to the statement of profit or loss and other comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss.

Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a financial liability or equity instrument, depending upon the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured each reporting period to fair value through the statement of profit or loss and other comprehensive income unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to the business combination are expensed to the statement of profit or loss and other comprehensive income.

(b) Income tax

The income tax expense (benefit) for the year comprises current income tax expense (income) and deferred tax expense (benefit). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant tax authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (benefit) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period where the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Page | 30

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

(b) Income tax (Continued)

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of setoff exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

EVZ Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated Group under the tax consolidation regime. Each entity in the Group recognises its own current and deferred tax liabilities, except for any deferred tax liabilities resulting from unused tax losses and credits which are immediately assumed by EVZ Limited. The current tax liability of each Group entity is then subsequently assumed by EVZ Limited. The Group notified the Australian Taxation Office that it had formed an income tax consolidated Group to apply from 7 June 2004. The tax consolidated Group has entered a tax sharing arrangement whereby each company in the Group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated Group.

(c) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs.

The carrying amount of inventories is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets.

(d) Construction contracts and work in progress

Construction work in progress is valued at cost, plus profit recognised to date less any provision for anticipated future losses. Cost includes both variable and fixed costs relating to specific contracts, and those costs that are attributable to the contract activity in general and that can be allocated on a reasonable basis.

Construction profits are recognised on the stage of completion basis and measured using the proportion of costs incurred to date as compared to expected actual costs. Where losses are anticipated they are provided for in full. Construction revenue has been recognised on the basis of the terms of the contract adjusted for any variations or claims allowable under the contract.

(e) Plant and equipment

Each class of plant and equipment is carried at cost less where applicable, any accumulated depreciation and impairment losses.

Plant and equipment is measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent

Page | 31

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

(e) Plant and equipment (continued)

disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the economic entity includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when probable 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 the income statement during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets and capitalised lease assets, is depreciated on either a straight-line or diminishing value basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate Plant and equipment 5 to 30%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

(f) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to entities in the economic entity are classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over their estimated useful lives.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged on a straight line basis over the period of the lease.

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

Page | 32

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

(g) Financial instruments

Recognition and initial measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of Non-cash assets or liabilities assumed, is recognised in profit or loss.

Financial assets

Loans and receivables

Loans and receivables are Non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

Financial liabilities

Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.

Impairment

At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. Impairment losses are recognised in the income statement.

(h) Impairment of assets

At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

It has been determined that the balances of the goodwill have an indefinite life. The excess of the fair value of net assets over the purchase price of the businesses acquired has been allocated to goodwill

Page | 33

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

(h) Impairment of assets (continued)

rather than be allocated to other intangible assets. The acquisition of the businesses that generate the goodwill was determined on the abilities of the entities, as a whole, to generate future profits and hence other intangibles have not been recognised.

Goodwill is allocated to cash-generating units which are based on the Group’s individual companies. All businesses operate in the engineering services industry sector.

(i) Intangibles

Goodwill

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on the acquisitions of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

(j) Foreign currency transactions and balances Functional and presentation currency

The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction.

Exchange differences arising on the translation of monetary items are recognised in the income statement.

Exchange differences arising on the translation of Non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity; otherwise the exchange difference is recognised in the income statement.

Group companies

The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:

  • assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;

  • income and expenses are translated at average exchange rates for the period; and

  • retained profits are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the income statement in the period in which the operation is disposed.

Page | 34

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

(k) Employee benefits

Provision is made for the economic entity’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

Defined contribution plans

Contributions to defined superannuation plans are expensed when incurred.

Share based payments

The Group operates an equity-settled share-based payment employee share scheme. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense with a corresponding increase to an equity account. The shares issued under the employee share scheme vest immediately.

(l) 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.

(m) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and which are subject to insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

(n) Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Contract revenue is recognised in accordance with Note 1(d).

(o) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended used or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in the income statement in the period in which they are incurred.

(p) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

Page | 35

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

(q) Comparative figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

(r) Critical accounting estimates and judgments

The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

Key estimates

Impairment

The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the cash generating unit is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. Refer Note 9 for key estimates used in the assessment of Goodwill.

At 30 June 2018, a provision for impairment of $13,644 (2017: $32,447) was raised against receivables from continuing operations. There is no provision raised for impairment against work in progress (2017: $150,000).

Recognition of deferred tax assets

The Group has recognised deferred tax assets in relation to Provisions and Other payables of $1,280,163 (2017: $560,459) and Un-recouped tax losses $1,351,968 (2017: $2,108,193).

The realisation of these deferred tax assets is dependent upon generating sufficient taxable profit in the coming years.

The Group has projected its profits over the next five years and believes that future taxable profit will be available against which the benefits of the deferred tax assets can be utilised.

Construction contracts and work-in-progress

Construction profits and losses are recognised on the stage-of-completion basis and measured by comparing construction contract costs incurred to date against expected final costs and recoveries of the construction contract.

Expected final costs are estimated following an assessment of each contract and a determination of expected costs still to be incurred.

Whilst expected final costs can vary, the Group believes that the expected final costs in its various construction contracts are appropriate at 30 June 2018.

(s) Going concern

The financial report for the year ended 30 June 2018 has been prepared on a going concern basis, which assumes continuity of normal business activities and realisation of assets and the settlement of liabilities in the ordinary course of business.

Page | 36

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

  • (t) New and amended accounting standards

Adoption of new and revised accounting standards

In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period. There has been no material impact of these changes on the Group's accounting policies.

New accounting standards and interpretations not yet adopted

The following standards, amendments to standards and interpretations are relevant to current operations. They are available for early adoption but have not been applied by the Group in this Financial Report.

AASB 9 – Financial Instruments

This standard replaces AASB 139 Financial Instruments: Recognition and Measurement. AASB 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculation of impairment on financial assets, and new general hedge accounting requirements. It also carries forward guidance on recognition and derecognition of financial instruments from AASB 139.

The standard will become mandatory for reporting periods beginning on or after 1 July 2018. The Group has not early adopted the standard. Retrospective application is required with some exceptions.

The Group does not have any existing hedges but has undertaken an assessment of the classification and measurement impacts of the new standard and does not expect the new standard to have a significant impact on the measurement or classification of its financial assets and liabilities.

AASB 15 – Revenue from Contracts with Customers

AASB 15 changes the way revenue is recognised and provides for a significant increase in the disclosure requirements for the business.

The core principle of AASB 15 is that an entity shall recognise revenue when control of a good or service transfers to a customer rather than on transfer of risks and rewards.

AASB 15 will become mandatory for reporting periods beginning on or after 1 July 2018. Therefore, AASB 15 will be applied for the first time in the 2019 Financial Report. The standard permits either a full retrospective or a modified retrospective approach for the adoption.

Page | 37

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

(t) New and Amended Accounting Standards (continued)

Significant judgments and estimates are used in determining the impact, such as the assessment of the probability of customer approval of variations and acceptance of claims, estimation of project completion date and assumed levels of project execution productivity. The implementation project is ongoing and therefore all impacts are current estimates which are subject to finalisation prior to final implementation.

Construction revenue:

The contractual terms and the way in which the Group operates its construction contracts is predominantly derived from projects containing one performance obligation. Contracted revenue will continue to be recognised over time, however the new standard provides new requirements for variable consideration such as incentives, as well as accounting for claims and variations as contract modifications which all impart a higher threshold of probability for recognition. Revenue is currently recognised when it is probable that work performed will result in revenue whereas under the new standard, revenue is recognised when it is highly probable that a significant reversal of revenue will not occur for these modifications.

Services revenue:

Services revenue arises from maintenance and other services supplied to infrastructure assets and facilities which may involve a range of services and processes. Under AASB 15, these are predominantly to be recognised over time with reference to inputs on satisfaction of the performance obligations. The services that have been determined to be one performance obligation are highly inter-related and fulfilled over time therefore revenue continues to be recognised over time. As with construction revenue, incentives, variations and claims exist which are subject to the same higher threshold criteria of only recognising revenue to the extent it is highly probable that a significant reversal of revenue will not happen.

Tender costs & contract costs:

Currently under AASB 111 Construction Contracts, costs incurred during the tender process across the group are generally expensed. Under the new standard costs can only be capitalised if they are both expected to be recovered and either would not have been incurred if the contract had not been won or if they are intrinsic to the delivery of a project.

Disclosure and presentation:

The new standard also introduces expanded disclosure requirements and changes in presentation, particularly in relation to key judgements and future revenue expected to be generated. These are expected to change the nature and extent of the Group’s disclosure about its revenue from contracts with customers and associated assets, particularly in the year of adoption of the new standard.

Page | 38

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

(t) New and Amended Accounting Standards (continued)

Conclusion

The Group has analysed each major ongoing contract and determined the higher recognition thresholds in the new standard are similar to the current conservative revenue recognition standards and processes within the group. Therefore, it does not expect any material impacts from implementation of the new standard.

The new standard also introduces expanded disclosure requirements and changes in presentation, particularly in relation to key judgements and future revenue expected to be generated. These are expected to change the nature and extent of the Group’s disclosure about its revenue from contracts with customers and associated assets, particularly in the year of adoption of the new standard.

AASB 15 needs to be implemented either fully retrospectively, which would require restatement of comparatives, or using the cumulative effect method, which would not require a restatement of comparatives, upon the effective date of 1 July 2018. AASB 15 contains a number of practical expedients for the full retrospective approach including the option to omit the restatement impact of completed contracts that begin and end within the same annual reporting period and/or completed at the beginning of the earliest period presented.

The Group is in the process of assessing the available options for transition but expects to adopt a modified retrospective approach on 1 July 2018.

AASB 16 – Leases

AASB 16 Leases specifies how to recognise, measure and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise right-of-use assets and lease liabilities for almost all leases. The exceptions being short-term (less than 12 months) and low value leases. Lessor accounting remains similar to the current standard – i.e. lessors continue to classify leases as finance or operating leases. AASB 16 applies to annual reporting periods beginning on or after 1 January 2019 and replaces AASB 117 Leases and the related interpretations.

As at the reporting date, the group has non-cancellable operating lease commitments of $2.165 million, refer to Note 25: Operating lease commitments.

The Group manages its owned and leased assets to ensure there is an appropriate level of equipment to meet its current obligations and to tender for new work. The decision as to whether to lease or purchase an asset is dependent on a broad range of considerations at the time including financing, risk management and operational strategies following the anticipated completion of a project.

To date, management has focused on the identification of the provisions of the standard which will most impact the Group and is in the process of determining whether any additional arrangements in excess of the current portfolio will be considered as a lease, together with a review of the lease contracts and financial reporting systems in place. The following impacts are expected on implementation date:

Page | 39

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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1. Summary of significant accounting policies (continued)

(t) New and Amended Accounting Standards (continued)

  • Total assets and total liabilities will increase, due to the recognition of a “Right of Use Asset” and a “Lease Liability” grossing up the assets and liabilities in the Consolidated Statement of Financial Position. As at 30 June 2018 the value of the gross up is estimated at $1.832 million;

  • Interest expense will increase due to the effective interest rate implicit in the lease, where the interest expense component is higher on early years of the lease;

  • Depreciation charge will increase as the right of use assets is recognised;

  • Lease rental expenses will decrease due to the recognition of interest and depreciation noted above; and

  • Operating cash flows will be higher as repayment of the principle portion of all lease liabilities will be classified as financing activities.

AASB 16 needs to be implemented retrospectively, either with the restatement of comparatives or with the cumulative impact of application recognised as at 1 July 2019 under the modified retrospective approach. AASB 16 contains a number of practical expedients, one of which permits the classification of existing contracts as leases under current accounting standards to be carried over to AASB 16. Under the modified retrospective approach, on a leaseby-lease basis, the right of use of an asset may be deemed to be equivalent to the liability at transition or calculated retrospectively as at inception of the lease.

The Group is in the process of assessing the available options for transition but expects to adopt a modified retrospective approach on 1 July 2019.

The financial report was authorised for issue on 27 September 2018 by the Board of Directors.

Page | 40

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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Notes to the Consolidated Financial Statements
For the year ended 30 June 2018
2.
Profit/(loss) from continuing operations
(a)
Other income
Sundry income
(b)
Expenses
Bad debts
Impairment - receivables
Total employee costs
Defined contribution superannuation expense
Foreign exchange losses/(gains)
Losses on sale of plant and equipment
Operating lease payments
Depreciation of plant and equipment
Impairment - Work in Progress
Impairment - plant and equipment
(c)
Net finance costs:
Finance costs
Interest income
Net finance costs from continuing operations
3.
Income tax
(a)
The prima facie tax on profit before income tax from
continuing operations is reconciled to income tax as
follows:
Profit/(Loss) before Income Tax
Income tax calculated at 30% (2017: 30%)
Tax effect of permanent differences
Under provision/(over provision) in prior years
Recognition of additional tax losses
Taxation expense - offshore subsidiary
Income tax expense/(benefit)
The applicable weighted average effective tax rates are:
(b)
The components of tax expense comprise:
Current tax
Deferred tax
Under provision/(over provision) in prior years
Recognition of additional tax losses
2018
2017
$
$
96,694
93,345
Economic Entity
96,694 93,345
(36,651) 290,928
46,195
(80,848)
31,814,107 31,535,892
2,450,151 2,238,567
203,941 (136,953)
3,846 208,789
1,143,273 920,376
670,637 795,069
- 150,000
- 64,132
623,720 1,196,938
(3,999) (3,505)
619,721 1,193,433
2,484,811
5,403,095
745,443
1,620,929
(272,010)
23,834
266,820
66,736
(703,731)
-
106,309
81,907
142,831
1,793,406
6%
33%
595,715
(850,621)
(15,973)
2,577,291
266,820
66,736
(703,731)
-
142,831
1,793,406

Page | 41

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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Notes
4.
Trade and other receivables
Current
Trade receivables
Provision for impairment
Amounts due from customers for construction contracts
31
Provision for Impairment
31
Retention receivables
Other debtors and prepayments
Non-Current
Retention receivables
2018
2017
$
$
13,549,390
10,518,262
(13,644)
(32,447)
Economic Entity
13,535,746
10,485,815
1,853,116
391,626
-
(150,000)
277,494
357,757
15,666,356
11,085,198
1,273,643
772,976
16,939,999
11,858,174
1,587,673
1,119,934
1,587,673
1,119,934

All trade and other receivables are classified as financial assets (refer Note 27).

Market practices provide for the retention of monies from progress and final billings on certain construction contracts. The monies are received after a contracted period of time has elapsed following completion of the construction.

Current trade receivables are Non-interest bearing and generally on 30 days terms. Non-current trade 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 term receivable is impaired.

There are no other balances other than those impaired within trade and other receivables that contain assets that are impaired. It is expected these balances will be received when due. Impaired assets are provided for in full.

Credit Risk – Trade and Other Receivables

The Group has no significant concentration of credit risk with respect to any single counter party or Group of counter parties. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group.

On a geographical basis, the Group has credit risk exposures in Australia and Asia given the substantial operations in those regions. The Group’s exposure to credit risk for receivables at reporting date in those regions is as follows:

Australia
Asia
2018
2017
$
$
13,458,518
9,036,412
5,082,798
4,124,143
Economic Entity
18,541,316
13,160,555

Page | 42

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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4. TRADE & OTHER RECEIVABLES (continued)

The following table details the Group’s trade and other receivables exposed to credit risk with ageing analysis and impairment provided for thereon. Amounts are considered as ‘past due’ when the debt has not been settled within the terms and conditions agreed between the Group and the customer or counter party to the transaction. Receivables that are past due are assessed for impairment by ascertaining solvency of the debtors and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group.

Gross
Amount
Past Due &
Impaired
Past Due not Impaired(Days Overdue)
Within
Trading
Terms
Economic Entity
2018
Trade & term receivables
Other receivables
2017
Trade & term receivables
Other receivables
<30 Days
31-60 Days
>61 Days
$
$
$
$
$
$
17,267,673
13,644
6,969,090
4,410,813
1,918,241
3,955,885
1,273,643
-
-
-
-
1,273,643
18,541,316
13,644
6,969,090
4,410,813
1,918,241
5,229,528
12,387,579
182,447
2,544,756
280,088
1,229,771
8,150,517
772,976
-
-
-
-
772,976
13,160,555
182,447
2,544,756
280,088
1,229,771
8,923,493

The economic entity holds no financial assets with terms that have been negotiated, but which would otherwise be past due or impaired.

Trade and other receivables pertaining to the Australian entities in the Group, as disclosed in Note 32, are provided as security against the Group’s bank facilities. Also refer Notes 11 and 12.

Provision for Impairment of Receivables
Opening balance
Charge for year
Closing balance
5.
Inventories
Current
Raw materials and stores - at cost
2018
2017
$
$
32,447
113,295
(18,803)
(80,848)
Economic Entity
13,644
32,447
1,971,101
1,607,744
1,971,101
1,607,744

Inventories pertaining to the Australian entities in the Group, as disclosed in Note 32, are provided as security against the Group’s bank facilities. Also refer Notes 11 and 12.

6.
Financial assets
Funds on deposit
178,570
28,487
178,570
28,487

Funds on deposit represent security deposits covering a guarantee for property lease obligations and contract performance bonds.

Page | 43

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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7.
Plant and equipment
At cost
Accumulated depreciation
Movement in carrying amounts
Carrying amount - opening balance
Additions
Disposals
Depreciation
Assets acquired - nil consideration
Impairment
Exchange rate adjustment
Carrying amount - closing balance
2018
2017
$
$
10,948,923
10,180,907
(7,079,459)
(6,403,767)
Economic Entity
3,869,464
3,777,140
3,777,140
4,688,822
762,961
367,162
(5,054)
(383,987)
(670,637)
(795,069)
-
-
-
(64,132)
5,054
(35,656)
3,869,464
3,777,140

Plant and equipment pertaining to the Australian entities in the Group, as disclosed in Note 32, are provided as security against the Group’s bank facilities. Also refer Notes 11 and 12.

8.
Tax Assets
Current
Non-current
Deferred tax assets
Deferred tax assets comprise:
Provisions
Other
Un-recouped tax losses
691,500
-
1,940,631
2,668,652
2,632,131
2,668,652
1,090,488
511,369
189,675
49,090
1,351,968
2,108,193
2,632,131
2,668,652

The movement in deferred tax assets for each temporary difference during the year is as follows:

Provisions
Opening balance
Credited/(expensed) to income account
Closing balance
Other
Opening balance
Credited/(expensed) to income account
Closing balance
511,369
891,679
579,119
(380,310)
1,090,488
511,369
49,090
60,571
140,585
(11,481)
189,675
49,090

Page | 44

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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8.
Tax Assets (continued)
Unrecouped tax losses
Opening balance
Tax losses recognised/(recouped)
2018
2017
$
$
2,108,193
3,361,165
(756,225)
(1,252,972)
Economic Entity
1,351,968
2,108,193
Closing balance of tax assets 2,632,131
2,668,652

The company has considered it appropriate to not recognize in the financial accounts the benefit of all tax losses available to the Company at the end of the financial year.

The company has extrapolated profit projections based on a 5% growth path. These projections support the recovery of the carrying value of deferred tax assets at 30 June 2018 of $2,632,131 within a five year time frame. The Directors consider this to be an acceptable timeframe for assessing the recovery of the carrying value of deferred tax assets as probable.

As a result, tax losses not recognized at 30 June 2018 are $7,296,249. If these losses had been recognized at 30 June 2018 the net profit after tax would have increased by $2,188,875. Correspondingly the carrying values of deferred tax assets in the Statement of Financial Position would increase by $2,188,875.

Tax Liabilities
Current
Income Tax
Non-Current
Provision for deferred tax
Opening balance
Additional / (Reduction) in provisions raised during year
Exchange rate movement
Closing balance
103,542
79,970
49,200
45,198
45,198
43,237
(735)
6,191
4,737
(4,230)
49,200
45,198

Page | 45

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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9.
Intangible assets
Goodwill on consolidation – at cost
Less accumulated impairment
Goodwill on acquisition – at cost
Less accumulated impairment
Total Intangible assets
Movements in carrying amounts
Goodwill on consolidation:
Opening balance
Movement in the year
Closing Balance
Goodwill on acquistion:
Opening balance
Movement in the year
Closing Balance
2018
2017
$
$
3,282,532
3,282,532
-
-
Economic Entity
3,282,532
3,282,532
24,606,758
24,606,758
(15,817,280)
(15,817,280)
8,789,478
8,789,478
12,072,010
12,072,010
3,282,532
3,282,532
-
-
3,282,532
3,282,532
8,789,478
8,789,478
-
-
8,789,478
8,789,478

It has been determined that the balances of the goodwill have an indefinite life. The excess of the fair value of net assets over the purchase price of the businesses acquired has been allocated to goodwill rather than be allocated to other intangible assets. The acquisition of the businesses that generate the goodwill was determined on the abilities of the entities, as a whole, to generate future profits and hence other intangibles have not been recognised.

Goodwill is allocated to cash-generating units which are based on the Group’s individual companies. All businesses operate in the engineering services industry sector.

Goodwill by individual company:
Water Group - Syfon Systems
Engineering Group - Brockman Engineering
Energy Group - TSF Engineering
Impairment - TSF Engineering
3,282,532
3,282,532
8,789,478
8,789,478
15,817,280
15,817,280
(15,817,280)
(15,817,280)
12,072,010
12,072,010

Page | 46

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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9. Intangible assets (continued)

Impairment disclosures

The EVZ Group assesses at each annual reporting date the potential impairment to the carrying value of Goodwill of the relevant cash generating unit (CGU).

The recoverable amount of each CGU (Brockman Engineering, Syfon Systems and TSF Engineering) is determined based on value-in-use calculations. Value-in-use is calculated based on the present value of cash flow projections over a five year period adjusted for the estimated terminal value of the cash generating unit. The cash flows are discounted using a rate reflecting the Group’s weighted average cost of capital plus an appropriate margin for risk factors at the beginning of the budget period. All discount rates are pre-tax.

Budgets use estimated weighted average growth rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the periods which are consistent with inflation rates applicable to the locations in which the businesses operate.

Other key assumptions in the value-in-use calculation include gross margin, additional allowances for potential capital expenditure and normalisation of working capital changes. Due to the correlation of these factors, assumptions for growth rates and discount rates are the most sensitive in the value-in-use calculation.

The following assumptions were used in the value-in-use calculations:

2018 2017
Growth
Discount
Growth
Discount
Rates Rates Rates Rates
Syfon Systems Group 5% 18% 5% 18%
Brockman Engineering 5% 18% 5% 18%

The risk factor incorporated in the discount rate is consistent with the prior year.

The growth rates used in the value-in-use calculations are conservative rates reflecting the minimum expected growth in each of the relevant CGUs. These rates are based on forward work-in-hand levels, weighted project prospects, consideration of future expected activities and giving consideration to historical growth rates achieved.

Page | 47

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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9. Intangible assets (continued)

Key estimates

The following sensitivity analysis was undertaken with respect to the value in use calculations and the imbedded assumptions and estimates used in performing the impairment testing on the carrying value of goodwill.

In performing impairment testing on the carrying values of goodwill, certain discount rates and growth rates have been assumed as part of the value-in-use calculations.

The following table illustrates sensitivities to changes in those discount rates and growth rates. The discount and growth rates used and the results of the sensitivity analysis are:

Impairment to carrying value of goodwill - sensitivity analysis:
Syfon Systems Group:
Growth rates
Discount rates
Brockman Engineering:
Growth rates
Discount rates
Value of impairment to carrying value of goodwill based
on sensitivity analysis:
Syfon Systems Group
Brockman Engineering
2018
2017
3%
3%
25%
25%
3%
3%
25%
25%
$
$
2,324,491
2,160,413
-
-
2,324,491
2,160,413
10.
Trade and other payables
Trade payables
Sundry payables and accrued expense
2018
2017
$
$
7,347,386
4,701,590
4,886,128
6,117,432
Economic Entity
12,233,514
10,819,022

Page | 48

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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Notes
11.
Short-term borrowings
Bank loans - secured
Other Loans - secured
Lease liabilities - secured
24.
2018
2017
$
$
-
-
448,950
1,000,000
62,579
85,286
Economic Entity
511,529
1,085,286

Bank loans - secured

During the prior year the Group’s financier, the Commonwealth Bank of Australia reduced its loans to the Company by forgiving $7,285,000 in interest bearing loans and extended the maturity of the remaining facility to 30 June 2020.

The interest rate on the remaining Bank Loans is variable at balance date. The interest on these loans is charged at the prevailing bank bill rate plus an applicable line fee. Interest is payable monthly in arrears.

The facility contains the following covenants:

  • Minimum annual EBITDA requirements for each of the remaining years in the facility term starting at $1,800,000 for 2018 and increasing to $3,000,000 by 30 June 2020.

  • Net Debt Cover Ratio commencing at 6:1 at 30 June 2018 reducing to 3:1 by 30 June 2020.

  • An annual limit on capital expenditure to $1,000,000 without prior bank approval.

  • An annual limit of Dividend distribution to 10 % of EBIT for the term of the facility without prior bank approval.

Current
1 to 2 years
2 to 3 years
Total bank loans
-
-
6,000,000
-
-
6,000,000
6,000,000
6,000,000

Bank loans are secured by a registered equitable mortgage over the assets and undertakings of EVZ Limited and an unlimited guarantee from EVZ Limited’s Australian controlled entities: Syfon Systems Pty Ltd, Brockman Engineering Pty Ltd, NuSource Water Pty Ltd, A.C.N. 124919508 Pty Ltd and TSF Engineering Pty Ltd. Also refer to Note 32 for quantification of assets secured by Australian entities.

At 30 June 2018, the economic entity has $ Nil in undrawn bank loan facilities (2017: Nil).

Other loans - secured

During the prior year, the Group arranged a term loan from the Directors and management for $1 million to assist with the Group’s working capital position. The loan has an attached interest rate of 3.5%pa. The loan is secured by a general security agreement and a put and call option over the assets and shares of a 100% owned subsidiary, TSF Maintenance Services Pty Ltd.

In September 2017, the shareholders approved the conversion of $600,000 of this debt into 43,165,467 fully paid ordinary shares in the Company. The issue price for these shares was 1.39cents per share. The maturity date for the remaining $400,000 loan has been extended to be repaid in two equal instalments on 15 September 2018 and 15 December 2018. The 15 September instalment of $200,000 plus all outstanding interest was paid on time.

Page | 49

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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12.
Long-term borrowings
Bank loans - secured
Lease liabilities - secured
24.
2018
2017
$
$
6,000,000
6,000,000
-
33,330
Economic Entity
6,000,000
6,033,330

Also refer to Note 11, Short term borrowings and Note 30, subsequent events for further information on bank loans.

13.
Provisions
Current
Employee benefits
Movement in employee benefits:
Opening employee balance
Provisions created/(utilised) during year
Closing balance
Non Current
Employee benefits
Other non current provisions
Movement in employee benefits:
Opening employee balance
Provisions created/(utilised) during year
Closing balance
2,986,944
2,666,446
2,986,944
2,666,446
2,666,446
3,081,940
320,498
(415,494)
2,986,944
2,666,446
21,903
386,834
100,000
-
121,903
386,834
386,834
206,997
(364,931)
179,837
21,903
386,834

A provision has been recognised for employee entitlements relating to long service leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits are disclosed in Note 1(k).

14. Issued capital

14.
Issued capital
Issued and paid up
830,271,945 ordinary shares
(2017: 678,810,138 ordinary shares)
14(a)
(a)
Issued and fully paid up ordinary shares
Opening balance
Shares issued
Share issue costs
Closing balance
53,272,129
50,434,876
53,272,129
50,434,876
50,434,876
46,088,909
3,282,506
4,682,614
(445,253)
(336,647)
53,272,129
50,434,876

Page | 50

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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14.
Issued capital (continued)
(a)
Issued and fully paid up ordinary shares (continued)
Opening balance
Shares issued
Closing balance
2018
2017
No. of shares
No. of shares
678,810,138
210,548,789
151,461,807
468,261,349
Economic Entity
830,271,945
678,810,138

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. The ordinary shares have no par value. Subsequent to year end the economic entity completed a capital raising and issued 124,540,791 additional shares taking total ordinary shares to 954,812,736.

(b)
Share options
Opening balance
Options issued
Closing balance
No. of options
No. of options
15,000,000
15,000,000
-
-
15,000,000
15,000,000

During the prior year 15,000,000 Unlisted Options were issued in connection with the Capital Raising during the year. The Unlisted Options were issued for nil cash consideration. The Unlisted Options are exercisable at $0.02 per share and expire 4 years after their issue date (7 June 2017).

(c) Capital management:

Management controls the capital of the economic entity in order to maintain a good debt to equity ratio, provide shareholders with adequate returns and ensure the economic entity can fund its operations and continue as a going concern. The economic entity’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.

There are no externally imposed capital requirements. Management effectively manages the economic entity’s capital by assessing the economic entity’s financial risks 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 economic entity’s gearing ratio is represented as net debt as a percentage of total capital and is determined as follows:

  • Net debt is total borrowings less cash and cash equivalents.

  • Total capital is total equity and net debt.

As at 30 June 2018 the economic entity’s gearing ratio was 21% (2017: 29%).

15. Dividends

    • Interim fully franked ordinary dividend - - Final fully franked ordinary dividend Total dividends - - Balance of franking account 1,813,797 1,813,797

Page | 51

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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16.
Reserves and accumulated losses
(a)
Accumulated Losses:
Accumulated losses at the beginning of the financial year
Net profit/(loss) attributable to members of the parent entity
Accumulated losses at the end of the financial year
(b)
Reserves:
Foreign Currency Translation and Share Option Reserves:
Reserves at beginning of year
Movement for year - Foreign Currency Translation Reserve
Reserves at end of year
2018
2017
$
$
(36,604,434)
(40,214,123)
2,341,980
3,609,689
Economic Entity
(34,262,454)
(36,604,434)
(262,417)
(89,808)
203,941
(172,609)
(58,476)
(262,417)
17.
Earnings per share
(a)
Weighted average number of ordinary shares outstanding
during the year used in calculation of Basic Earnings per
Share
(b)
Weighted average number of ordinary shares outstanding
during the year used in calculation of Diluted Earnings per
Share
742,238,800
245,565,708
757,238,800
246,634,202

18. Key management personnel

Names and positions of Directors and Key Management Personnel in office at any time during the financial year are:

Mr G Burns Non-Executive Chairman Mr R Edgley Non-Executive Director Mr I Luck (appointed 3 July 2017) Non-Executive Director Mr M Findlay (resigned 3 July 2017) Non-Executive Director Mr S Farthing Chief Executive Officer Mr P van der Wal (appointed 4 September 2017) Chief Financial Officer and Company Secretary Mr I Wallace (resigned 4 September 2017) Chief Financial Officer and Company Secretary Mr A Bellgrove General Manager of Syfon Systems Group Mr C Bishop General Manager of Brockman Engineering Mr I Whitford General Manager of TSF Maintenance Services

Page | 52

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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18.
Key management personnel (continued)
Remuneration of Key Management Personnel is:
Short term employee benefits
Post-employment benefits
2018
2017
$
$
2018
2017
$
$
1,802,949
1,443,204
106,426
109,286
Economic Entity
1,909,374
1,552,490

Refer to disclosures in Note 20 for other transactions with Directors and Key Management Personnel.

Refer to disclosures in the Directors report for the number of ordinary shares held by each Key Management Personnel of the Group during the financial year.

There are no share options issued at 30 June 2018 (2017: Nil).

Remuneration Policy

The remuneration policy of the Company has been designed to align Director and Executive remuneration with shareholder and business objectives by providing a fixed remuneration component and where appropriate offering specific short and long-term incentives based on key performance areas affecting the economic entity’s financial results. The Board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best Directors and Executives to govern and manage the economic entity, as well as to create goal congruence between Directors, Executives and Shareholders.

Executive Remuneration

The Board’s policy for determining the nature and amount of remuneration for key senior Executives for the economic entity is as follows:

  • The remuneration policy, setting the terms and conditions for Executive officers, was developed by the Remuneration Committee and approved by the Board after seeking professional advice where appropriate from independent external consultants.

  • All Executives receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits and where appropriate performance incentives.

The Remuneration Committee reviews Executive remuneration packages annually with reference to the economic entity’s performance, each Executive’s performance and comparable information from industry sectors and listed companies in similar industries. The performance of each Executive is measured against criteria agreed with each Executive and is based predominantly on forecast growth of the economic entity’s profits and shareholders’ value. Bonuses and incentives will be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the Remuneration Committee’s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of Executives and reward them for performance that results in long-term growth in shareholder wealth.

Page | 53

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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18. Key management personnel (continued)

The Remuneration Committee set certain key performance indicators for the key Executives in the Group. The key performance indicators were both quantitative and qualitative measures. Certain Executives met some of these key performance indicators and the Remuneration Committee approved short term incentive payments of $218,195 (2017: $Nil). Long term incentives, linked with performance rights issued under the EVZ Directors’ and Employees’ Benefits Plan, were not met during the current year and no performance rights, options or shares were issued in respect of the current year.

Executives receive a superannuation guarantee contribution as required by the Government and do not receive any other retirement benefits. Individuals may choose to sacrifice part of their salary to increase payments towards superannuation. All remuneration paid to Executives is valued at the cost to the Company and expensed.

Director Remuneration

The Board’s policy is to remunerate Non-Executive Directors at appropriate market rates. The Remuneration Committee recommends the fee structure for Non-Executive Directors which will be determined by reference to market practice, duties performed, time, commitment and accountability. Director fees are reviewed annually by the Remuneration Committee.

The Remuneration Committee may seek independent advice in determining appropriate fee structures for Directors.

The maximum aggregate amount of fees payable to Non-Executive Directors is subject to approval by shareholders at the Annual General Meeting. Fees for Non-Executive Directors are not linked to the performance of the economic entity. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company and may be able to participate in any employee share/option plan introduced.

All remuneration paid to Directors is valued at the cost to the Company and expensed.

19.
Auditors Remuneration
Remuneration paid/payable to auditors for:
audit or review of financial report
taxation services
2018
2017
$
$
112,000 109,000
-
-
Economic Entity
112,000
109,000

Page | 54

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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20. Related party disclosures

(a) The Directors of EVZ Limited during the financial year were:

  • Mr G Burns

  • Mr R Edgley

  • Mr I Luck (appointed 3 July 2017)

  • Mr M Findlay (resigned 3 July 2017)

(b) Transactions with Director related entities

  • G Burns: Directors fees paid of $143,083 (2017: $41,125) and $26,667 (2017: $89,750) is payable.

  • R Edgely: Directors fees paid of $78,125 (2017: $42,709) and $8,333 (2017: $36,458) is payable.

  • I Luck: Directors fees paid of $41,667 (2017: $Nil) and $8,333 (2017: $Nil) is payable.

  • M Findlay: Directors fees paid of $123,379 (2017: $46,121) and $Nil (2017: $123,379) is payable.

21. Segment reporting

Segment Information

Identification of reportable segments

The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

The Group is managed primarily on the basis of product category and service offerings as the diversification of the Group’s operations inherently have notably different risk profiles and performance assessment criteria. Operating segments are therefore determined on the same basis.

Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following:

  • the products sold and/or services provided by the segment;

  • the manufacturing process;

  • the type or class of customer for the products or services;

  • the distribution method; and

  • any external regulatory requirements

Types of products and services by segment

i. Engineering

The engineering segment designs, manufactures and installs large steel tanks, silos, cooling towers, pipe spooling, pressure vessels and fabricates structural steel. All products produced are aggregated as one reportable segment as the products are similar in nature, manufactured and distributed to similar types of customers and subject to a similar regulatory environment.

The engineering segment is also involved in the installation process and provides ongoing support and maintenance for its products. Support is provided to existing customers for maintenance required for products under warranty.

ii. Energy

The energy segment designs and installs constant load power stations, back-up power generation equipment and sustainable/clean energy solutions. In addition, the segment services, maintains and hires all types of generators and associated equipment.

Page | 55

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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21. Segment reporting (continued)

iii. Water

The water segment designs syfonic roof drainage systems for large and/or complex roof structures, supplies and installs fibreglass panel tanks and prefabricated hydraulic systems.

Basis of accounting for purposes of reporting by operating segments

i. Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors, being the chief decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.

  • ii. Inter-segment transactions

  • Inter-segment sales are based on values that would be realised in the event the sale was made to an external party at arm’s length. All such transactions are eliminated on consolidation of the Group’s financial statements.

Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements.

iii. Segment assets

Where an asset is used across multiple segments, the asset is allocated to that segment that receives majority economic value from that asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

iv. Segment liabilities

Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.

  • v. Unallocated items

The following items of revenue, expenses, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment:

  • Impairment of assets and other Non-recurring items of revenue or expense

  • Income tax expense

  • Current tax liabilities

  • Other financial liabilities

Page | 56

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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21. Segment reporting (continued)

Segment Reporting - Continuing Operations
(a)
Twelve months ended 30 June 2018:
Engineering
Energy
Water
Corporate
$
$
$
$
Total
$
Revenue
External sales
Total segment revenue
Reconciliation of segment revenue to group
revenue:
Total group revenue
Segment net profit /(loss) before interest
and tax
Reconciliation of net profit before interest
and tax to group net profit/(loss) before tax
Unallocated items
Net finance costs from continuing
operations
Net profit/(loss) before tax from continuing
operations
Included in segment net profit before
interest and tax:
Depreciation
Impairment:
Receivables
37,833,603
5,573,629
21,521,163
-
64,928,395
37,833,603
5,573,629
21,521,163 -

64,928,395
37,833,603
5,573,629
21,521,163
-
64,928,395
2,237,539
(228,540)
2,672,858
(1,577,325)
3,104,532
(619,721)
2,484,811

Page | 57

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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21. Segment reporting (continued)

Segment Reporting - Continuing Operations
(b)
Twelve months ended 30 June 2017:
Engineering
Energy
Water
Corporate
Total
$
$
$
$
$
Revenue
External sales
Inter-segment sales
Total segment revenue
Reconciliation of segment revenue to group
revenue:
Inter-segment elimination
Total group revenue
Segment net profit /(loss) before interest
and tax
Reconciliation of net profit before interest
and tax to group net profit/(loss) before tax
Unallocated items
Other non-operating
Net finance costs from continuing
operations
Net profit/(loss) before tax from continuing
operations
Included in segment net profit before
interest and tax:
Depreciation
Impairment:
Other Assets
Plant and Equipment
Work in Progress
Receivables
Goodwill
25,629,563
6,247,444
20,025,009
-
51,902,016
-
-
-
-
-
25,629,563
6,247,444
20,025,009
0
51,902,016
-
-
-
-
-
25,629,563
6,247,444
20,025,009
-
51,902,016
592
(995,013)
1,704,664
5,886,285
6,596,528
-
(1,193,433)
5,403,095
411,980
119,010
262,218
1,861
795,069
-
67,786
-
-
67,786
-
64,132
-
-
64,132
-
-
-
150,000
150,000
16,656
-
(97,504)
-
(80,848)
-
-
-
-
0

Page | 58

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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21. Segment reporting (continued)

Secondary Segment Reporting- Including Discontinued Operations Secondary Segment Reporting- Including Discontinued Operations
(a)
Twelve months ended 30 June 2018:
Engineering
Energy
Water
Corporate
Total
Segment Assets
Segment Assets
Inter-segment elimination
Total Group Assets
Segment asset increases for the period:
Capital Expenditure
Segment Liabilities
Segment liabilities
Inter-segment elimination
Total Group Liabilities
20,064,479
1,954,531
19,385,680 32,636,880

74,041,570
(33,083,739)
493,100
109,092
145,133
15,636
40,957,831

762,961
493,100
109,092
145,133
15,636

762,961
22,059,758
24,217,449
4,697,870
6,681,543

57,656,620
(35,649,988)
22,006,632
(b)
Twelve months ended 30 June 2017:
Engineering
Energy
Water
Corporate
Total
Segment Assets
Segment Assets
Inter-segment elimination
Total Group Assets
Segment asset increases for the period:
Capital Expenditure
Segment Liabilities
Segment liabilities
Inter-segment elimination
Total Group Liabilities
21,357,858
(2,735,104)
15,850,098 32,299,642

66,772,494
(32,088,383)
159,042
82,301
125,819
-
34,684,111
367,162
159,042
82,301
125,819
-

367,162
25,452,599
19,231,821
3,792,556
7,193,667

55,670,643
(34,554,557)
21,116,086

Page | 59

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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21 SEGMENT REPORTING (Continued)

Revenue by Geographical Segment

Revenue, including revenue from discontinued operations, attributable to external customers is disclosed below, based on the location of the external customer:

Economic Entity
2018 2017
$ $
Australia 57,486,001 44,495,372
Asia 7,442,394 7,406,644
Total Revenue 64,928,395 51,902,016

Assets by Geographical Segment

The location of segment assets by geographical location of the assets is disclosed below:

Economic Entity
2018 2017
$ $
Australia 32,776,818 27,797,039
Asia 8,181,013 6,887,072
Total Assets 40,957,831 34,684,111

Major customers

The Group has a number of customers to whom it provides products and services. In the current year, the Group has a single customer in the Engineering segment who accounts for 22 % (2017: 23% in the Engineering segment) of external revenue. There are no other significant client accounts.

Page | 60

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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22.
Consolidated statement of cash flows
Cash balances comprise:
Cash on hand
Bank overdraft
Closing cash balance
Reconciliation of the operating profit after tax to net cash
flows from operations:
Operating profit after tax
Loss on sale of plant and equipment
Depreciation - plant & equipment
Debt forgiveness
Foreign currency translation
Impairment/(write back) - receivables
Impairment - plant and equipment
Impairment - Work in Progress
Gain on acquisition of fixed assets
Changes in assets and liabilities adjusted for effects of
acquisition/disposal of operations during financial year:
Increase/(Decrease) in provisions for employee entitlements
(Increase)/Decrease in inventories
(Increase)/Decrease in trade and other receivables
(Increase)/Decrease in deferred tax assets
Increase/(Decrease) in payables
Increase/(Decrease) in tax liabilities
Net cash provided/(used) by operating activities
2018
2017
$
$
1,706,883
1,551,970
-
-
Economic Entity
1,706,883
1,551,970
2,341,980
3,609,689
3,846
208,789
670,637
795,069
-
(7,285,000)
203,941
(136,953)
46,195
(80,848)
-
64,132
-
150,000
-
-
(44,434)
(235,657)
(363,357)
157,137
(5,780,211)
(345,360)
40,524
1,644,763
1,444,122
(3,574,614)
23,572
(12,623)
(1,413,185)
(5,041,476)

23. Standby arrangements and unused credit facilities

Controlled entities in the economic entity have Contingent Liability Bank Guarantee facilities and Letter of Credit Facilities totaling $2,800,000 available to them as at 30 June 2018 (2017: $2,800,000). Of this total facility, $2,617,633 has been utilised and $182,367 (2017: $536,132) remained unused and available for the controlled entities use as at 30 June 2018. The facilities are secured by a registered equitable mortgage over the assets and undertakings of all Australian companies in the economic entity.

In addition to the above facility, the economic entity has provided a cash backed bank guarantee of $292,199 (2017: nil) as performance security on a major project. The bank guarantee is secured by a term deposit of the same amount.

For further information on bank guarantees, please also refer to Note 30, subsequent events.

Page | 61

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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24.
Lease commitments
Leases are payable as follows:
Not later than 12 months
Later than 12 months but not later than 2 years
Later than 2 years but not later than 5 years
Later than 5 years
Future lease finance charges
Lease liabilities recognised in the statement of financial position:
Current
Non-current
Total lease liability
2018
2017
$
$
66,129
90,189
-
10,268
-
23,523
-
-
Economic Entity
66,129
123,980
(3,550)
(5,364)
62,579
118,616
62,579
85,286
-
33,330
62,579
118,616

The weighted average interest rate implicit in these leases is 5.37 pa (2017: 4.33% pa). Leases pertain to various plant, equipment and motor vehicles and are secured against the asset to which they relate.

25.
Operating lease commitments
Property:
Not later than 12 months
Between 12 months but not later than 5 years
Plant and equipment:
Not later than 12 months
Between 12 months but not later than 5 years
Total commitments not recognised in the financial statements
676,841
566,680
728,320
984,686
1,405,161
1,551,366
329,700
284,362
430,005
549,789
759,705
834,151
2,164,866
2,385,517

Property leases and plant and equipment leases are Non-cancellable with a maximum five year term, with rent payable in advance. Property leases have contingent rental provisions within the lease agreement which require the minimum lease payments to be increased by at least the CPI per annum. Options exist to renew certain leases at the end of their lease term. With the approval of the lessors the property leases may be extended for further terms.

26. Contingent liabilities

Apart from drawn bank guarantee facilities (refer Note 23), there were no contingent liabilities as at 30 June 2018 (2017: Nil).

For further information on bank guarantees, please also refer to Note 30, subsequent events.

Page | 62

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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27. Financial instruments

The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable, loans to and from subsidiaries, bank bills and leases.

The main purpose of Non-derivative financial instruments is to raise finance for Group operations.

(i)

Treasury risk management

The Board of Directors is responsible for monitoring treasury risk. Currency and interest rate exposures are reviewed regularly to ensure any risk associated with these exposures is minimized.

(ii) Financial risks

The main risks the economic entity is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk.

  • Interest rate risk

  • Of the total economic entity’s borrowings, $6,000,000 take the form of bank loans. All bank loans are scheduled to mature on 30 June 2020. The interest cost for these bank loans is comprised of a fixed line fee plus the prevailing bank bill rate. The interest cost on the other borrowing of $400,000 is fixed at 3.5%.

Foreign currency risk

  • The economic entity is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in currencies other than the economic entity’s measurement currency. The economic entity monitors its foreign exchange exposure on a regular basis.

  • Liquidity risk

  • The economic entity manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash reserves are maintained.

Credit risk

  • The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The economic entity does not have any material credit risk exposure to any single receivable or Group of receivables under financial instruments entered into by the economic entity.

(a)

Interest rate risk exposures

The economic entity’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is set out below. Exposures arise predominantly from assets and liabilities bearing variable interest rates as the economic entity intends to hold fixed rate, assets and liabilities to maturity. The table below shows the Group’s interest rate risk exposure as at 30 June.

Page | 63

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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27. Financial instruments (continued)

Economic Entity
Floating
Interest rate
$
Non Interest
Bearing
Total
< 1 year
1 to 5 years
> 5 years
$
$
$
$
$
Fixed Interest
2018
Financial assets
Cash & cash equivalents
-
Trade & other receivables
-
Financial assets
-
-
-
-
1,706,883
1,706,883
-
-
-
18,527,672
18,527,672
-
-
-
178,570
178,570
Total financial assets
-
Weighted average interest rate
-
-
-
20,413,125
20,413,125
0.00%
0.00%
Financial liabilities
Trade & other payables
-
Borrowings
6,000,000
Lease liabilities
-
-
-
-
12,337,056
12,337,056
448,950
-
-
-
6,448,950
62,579
-
-
-
62,579
Total financial liabilities
6,000,000
Weighted average interest rate
6.95%
511,529
-
-
12,337,056
18,848,585
3.73%
0.00%
Net financial assets/(liabilities)
(6,000,000)
(511,529)
-
-
8,076,069
1,564,540
2017
Financial assets
Cash & cash equivalents
-
-
-
-
1,551,970
1,551,970
Trade & other receivables
-
-
-
-
12,978,108
12,978,108
Financial assets
-
-
-
-
28,487
28,487
Total financial assets
-
-
-
-
14,558,565
14,558,565
Weighted average interest rate
0.00%
0.00%
Financial liabilities
Trade & other payables
-
-
-
-
10,898,992
10,898,992
Borrowings
6,000,000
1,000,000
-
-
-
7,000,000
Lease liabilities
-
85,286
33,330
-
-
118,616
Total financial liabilities
6,000,000
1,085,286
33,330
-
10,898,992
18,017,608
Weighted average interest rate
6.95%
3.56%
4.33%
0.00%
0.00%
Net financial assets/(liabilities)
(6,000,000)
(1,085,286)
(33,330)
-
3,659,573
(3,459,043)
Economic Entity
2018
2017
$
$
Reconciliation of Net Financials Assets/(Liabilities) to Net Assets
Net financial assets/(liabilities)
1,564,540
(3,459,043)
Add/(subtract) Non-financial assets and liabilities:
Inventories
1,971,101
1,607,744
Plant and equipment
3,869,464
3,777,140
Intangible assets
12,072,010
12,072,010
Deferred tax assets
2,632,131
2,668,652
Provisions
(3,158,047)
(3,098,478)
Net Assets
18,951,199
13,568,025

Page | 64

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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27. Financial instruments (continued)

(b) Net Fair Value of Financial Assets and Liabilities

The net fair value of cash and cash equivalents and Non-interest bearing monetary financial assets and financial liabilities of the economic entity approximate their carrying value.

(c) Liquidity Risk

Refer to Note 27(a) for a maturity analysis of financial assets and liabilities. All floating interest rate balances and all Non-interest bearing balances except for Retention Receivables totaling $1,865,167 (refer Note 4) are current and due within 12 months.

(d) Sensitivity Analysis

The interest rate on Bank loans is variable. The Group believes it has minimal exposure to interest rate risk for the remainder of the facility term given the current economic stability in interest rates.

(e) Foreign Currency Risk

Refer Note 21 for a breakdown of revenue and assets by geographic location. Whilst the economic entity monitors its foreign exchange risk, it does not believe there is any material risk associated with its foreign exchange exposure.

(f) Price Risk

The economic entity believes it has minimal exposure to price risk as costs of major materials and components are set at the time of project tender.

28. Share based payments

There were no share based payments in the year ended 30 June 2018.

29. Investment in controlled entities

Name of entity
Country of
incorporation
Class of shares
Equity holdings
2018
2017
Syfon Systems Pty Ltd
Australia
Ordinary
100%
100%
Syfon Systems Sdn Bhd
Malaysia
Ordinary
100%
100%
Brockman Engineering Pty Ltd
Australia
Ordinary
100%
100%
NuSource Water Pty Ltd
Australia
Ordinary
100%
100%
Danum Engineering Pty Ltd
Australia
Ordinary
100%
100%
A.C.N. 124919508 Pty Ltd
Australia
Ordinary
100%
100%
TSF Engineering Pty Ltd
Australia
Ordinary
100%
100%
Syfon Systems Pte Ltd
Singapore
Ordinary
100%
100%
EVZ Engineering Pty Ltd
Australia
Ordinary
100%
100%
Syfon International Pty Ltd
Australia
Ordinary
100%
100%
Cost of parent entity’s
investment
2018
$
2017
$
3,700,650
3,700,650
34,504
34,504
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,735,154
3,735,154

NuSource Water Pty Ltd, Danum Engineering Pty Ltd, A.C.N. 124919508 Pty Ltd, EVZ Engineering Pty Ltd, and Syfon International Pty Ltd did not trade during the year.

Page | 65

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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30. Subsequent events

Subsequent to balance date on 30 August 2018 the Company held an extraordinary general meeting at which the shareholders approved a capital raising to issue an additional 15% of shares. This equated to 124,540,791 new shares with the shares being issued on 4 September 2018. This brings total shares on issue to 954,812,736. The shares were issued at $0.028 (2.8 cents) which equates to $3.5 million raised before costs. Funds from the capital raising are being used to support working capital requirements for the company’s expanded project base. In particular, the Company restructured its banking facility by paying down its core debt from $6.0 million to $3.3 million and simultaneously issuing additional bank guarantees for $2.7 million.

There have not been any other matters or circumstances, other than that referred to in the financial statements or notes thereto, that have arisen since the end of the financial year, that have significantly affected, or may significantly affect, the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years after the financial year.

Construction contracts
Aggregate amount of contract revenue recognised during the
financial year
Aggregate of contract costs incurred and profits recognised
(including losses recognised) to date on contracts in progress
Progress billings
Receipts in advance
Amounts due from customers for contract work in progress
Total receivable from customers for contract work in
progress as included in Note 4
Retention receivables as included in Note 4
2018
2017
$
$
51,925,062
39,199,192
35,689,892
59,004,728
34,652,593
59,841,741
815,817
1,078,639
1,853,116
241,626
9,011,058
6,503,759
1,865,167
1,477,691

31. Construction contracts

32. Deed of cross guarantee

During the financial year;

  • a deed of cross guarantee between EVZ Ltd (Parent Entity) and TSF Engineering Pty Ltd, Brockman Engineering Pty Ltd, Danum Engineering Pty Ltd, A.C.N. 124919508 Pty Ltd, Syfon Systems Pty Ltd, NuSource Water Pty Ltd, Syfon International Pty Ltd and EVZ Engineering Pty Ltd (Group Entities) existed and relief is obtained from preparing financial statements for those Group Entities under ASIC Class Order 98/1418.

  • The EVZ Group gave as security for a loan from TSF Corporation Pty Ltd, the shares and assets of TSF Maintenance Services Pty Ltd [TSFM] (Refer Note 11). A further condition of loan was the deconsolidation/removal of TSFM from the Deed of Cross Guarantee. This condition was satisfied during the year.

Under the deed, EVZ Ltd and the Group Entities jointly guarantee to support the liabilities and obligations of the Group Entities. EVZ Ltd and the Group Entities are the only parties to the Deeds of Cross Guarantee and form the Closed Group. The following are the aggregate totals, for each category, relieved under the deed:

Page | 66

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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32. Deed of cross guarantee (continued)

Financial information in relation to:
(i)
Statement of Profit or Loss and Other Comprehensive Income
Profit/(Loss) before income tax
Deconsolidation of TSF Maintenance Services Pty Ltd
Income tax (expense)/benefit
Profit/(Loss) after income tax
Profit/(Loss) attributable to members of the parent entity
(ii)
Retained Earnings
Retained losses at the beginning of the year
Profit/(Loss) after income tax
Retained losses at the end of the year
(iii)
Statement of Financial Position
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Financial assets
Total current assets
Non-current assets
Property, plant and equipment
Deferred tax asset
Other receivables
Financial assets
Intangible assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables and provisions
Short-term borrowings
Total current liabilities
Non-current liabilities
Long-term borrowings
Long-term provisions and other payables
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Retained losses
2018
2017
$
$
1,821,227
5,339,681
-
(3,261,867)
(36,521)
(1,644,763)
Closed Group & Parties to Deed of
Cross Guarantee
1,784,706
433,051
1,784,706
433,051
(41,525,433)
(41,958,484)
1,784,706
433,051
(39,740,727)
(41,525,433)
1,273,467
1,084,472
12,933,267
7,240,205
930,987
763,779
-
-
15,137,721
9,088,456
3,206,371
3,157,094
1,899,652
2,627,673
553,626
3,192,887
-
-
12,242,295
12,242,295
17,901,944
21,219,949
33,039,665
30,308,405
13,428,431
11,180,857
46,744
73,464
13,475,175
11,254,321
6,000,000
6,024,192
33,088
4,120,449
6,033,088
10,144,641
19,508,263
21,398,962
13,531,402
8,909,443
53,272,129
50,434,876
(39,740,727)
(41,525,433)
13,531,402
8,909,443

Page | 67

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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33. Parent entity disclosures

Information relating to the Parent Entity, EVZ Limited, is as follows:

(i)
Financial Position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
Total equity
(ii)
Financial performance
Comprehensive income
Profit/(Loss) for the year
Transfer from capital profits reserve
Total comprehensive income/(loss)
2018
2017
$
$
371,512
773,978
23,122,731
22,383,028
Parent Entity
23,494,243
23,157,006
659,641
1,183,997
6,021,902
6,009,670
6,681,543
7,193,667
16,812,700
15,963,339
53,272,142
50,434,876
(36,459,442)
(34,471,537)
16,812,700
15,963,339
(1,987,905)
4,951,805
-
-
(1,987,905)
4,951,805

(iii) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

A deed of cross guarantee between EVZ Ltd (Parent Entity) and TSF Engineering Pty Ltd, Brockman Engineering Pty Ltd, Danum Engineering Pty Ltd, A.C.N. 124919508 Pty Ltd (formerly National Engineering Pty Ltd), Syfon Systems Pty Ltd, NuSource Water Pty Ltd, Syfon International Pty Ltd (previously EVZ Energy Pty Ltd) and EVZ Engineering Pty Ltd (Group Entities) is enacted and relief was obtained from preparing financial statements for those Group Entities under ASIC Class Order 98/1418. Under the deed, EVZ Ltd and the Group Entities jointly guarantee to support the liabilities and obligations of the Group Entities. EVZ Ltd and the Group Entities are the only parties to the Deeds of Cross Guarantee and form the Closed Group.

There are no contingent liabilities of the Parent Entity or commitments for the acquisition of property, plant and equipment by the Parent Entity.

Page | 68

Notes to the Consolidated Financial Statements For the year ended 30 June 2018

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34. Company details

The registered office and principal place of business of:

EVZ Limited is

115/838 Collins Street, Docklands, Victoria 3008

Principal place of business of:

Brockman Engineering Pty Ltd is

87 St Georges Road, Norlane, 3214 Australia

Syfon Systems Pty Ltd is

22 Hargreaves St, Huntingdale, 3166 Australia

Syfon Systems Sdn Bhd is

6 & 8, Jalan Angklung 33/20, Shah Alam Technology Park 40460 Shah Alam, Selangor Darul Ehsan Malaysia

Syfon Systems Pte Ltd is

10 Anson Road, #18-17, International Plaza Singapore 079903

TSF Engineering Pty Ltd is

Unit F41, 16 Mars Rd, Lane Cove West, 2066 Australia

TSF Maintenance Services Pty Ltd is

Unit F41, 16 Mars Rd, Lane Cove West, 2066 Australia

Page | 69

Directors’ Declaration

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The Directors of EVZ Limited declare that:

  • (a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;

  • (b) the financial statements are in compliance with International Financial Reporting Standards, as stated in Note 1 to the financial statements;

  • (c) in the Directors’ opinion, the financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity; and

  • (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001.

At the date of this declaration, the Company is within the class of companies affected by ASIC Class Order 98/1418. The nature of the deed of cross guarantee is such that each company which is party to the deed guarantees to each creditor payment in full of any debt in accordance with the deed of cross guarantee.

In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which the ASIC Class Order applies, as detailed in Note 32 to the financial statements will, as a Group, be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee.

SIGNED in accordance with a resolution of the Board of Directors made pursuant to s.295(5) of the Corporations Act 2001.

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…………………………

Director – G Burns

Signed at Melbourne this 27[th] day of September 2018.

Page | 70

Independent Auditor’s Report to the Members of EVZ Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of EVZ Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:

  • (a) giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its financial performance for the year then ended; and

  • (b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Crowe Horwath Melbourne is a member of Crowe Horwath International, a Swiss verein. Each member of Crowe Horwath is a separate and independent legal entity. Liability limited by a scheme approved under Professional Standards Legislation. Liability limited other than for the acts or omissions of financial services licensees.

The title ‘Partner’ conveys that the person is a senior member within their respective division, and is among the group of persons who hold an equity interest (shareholder) in its parent entity, Findex Group Limited. The only professional service offering which is conducted by a partnership is the Crowe Horwath external audit division. All other professional services offered by Findex Group Limited are conducted by a privately owned organisation and/or its subsidiaries.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter
How we addressed the Key Audit Matter
Key Audit Matter
How we addressed the Key Audit Matter
Impairment assessment of goodwill – Note 9
The Group has recognised goodwill of
$12,072,010 in the consolidated statement of
financial position at 30 June 2018. Goodwill
has an indefinite life and its carrying value is
assessed at least annually for impairment by
the directors.
Goodwill is allocated to cash generating units
based on the Group’s individual companies.
The impairment assessment involves
significant judgement of the cash generating
units in respect of factors such as:
 Budgeted revenue and costs;
 Discounts rates; and
 Long term growth rates.
We focussed on this area as a key audit
matter due to the high degree of estimation
uncertainty and judgement required by the
directors to assess whether impairment is
required for goodwill and the sensitivity of the
recoverable amount of each cash generating
unit to changing variables.
We challenged the directors’ assumptions that
support their position on impairment assessment
as follows:
 Obtained the Group’s value in use model
and agreed amounts to the most recent
approved budget;
 Assessed the accuracy of prior forecasts
against historical actuals to inform our
evaluation of the reliability of forecast
amounts included in the value in use
model;
 Reviewed the reasonableness of
assumptions in the value in use model
including the determination of the values
assigned to long term revenue growth and
discount rates;
 Performed sensitivity analysis on all cash
generating units in the following main
areas: revenue growth, gross margin and
discount rate; and
 Assessed the Group’s disclosures of the
quantitative and qualitative considerations
in relation to the impairment assessments.
Recoverability of deferred tax assets – Note 8
The Group has recognised deferred tax assets
of $2,632,131 in the consolidated statement of
financial position at 30 June 2018, which
substantially arise from current and prior year
taxable losses.
The recognition and disclosure of deferred tax
assets is a key audit matter due to the
recognition involving judgement by
management as to the likelihood of their
realisation. Realisation is dependent on a
Our procedures included, amongst others,
evaluating management’s assessment of the
sufficiency of future taxable profits to recoup
prior taxable losses. This evaluation included:
 Comparing management’s prior forecasts
of future profits to historical results;
 Considering the sensitivities of the taxable
profit forecasts; and
 Reviewing the reasonableness of
assumptions underlying forecasts; and

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Key Audit Matter
How we addressed the Key Audit Matter
Key Audit Matter
How we addressed the Key Audit Matter
number of factors including whether there will
be sufficient forecast taxable profits in future
periods to support recognition.

Assessing the adequacy of the income tax
disclosures in the financial statements,
setting out the basis for determining the
value of the deferred tax balance and the
basis of recognition of the deferred tax
asset.
Revenue recognition from construction contracts – Note 31
During the financial year, $51,925,062 of the
Group’s revenue related to revenue from
construction contracts. Where these contracts
have a long-term duration, revenue and
margin is recognised based on the stage of
completion of individual contracts.
Revenue and margin is predominantly
calculated on the proportion of total costs
incurred at the reporting date compared to
management’s estimation of total costs of the
contract. These calculations usually involve a
high level of estimation and judgement, in
particular relating to:
 Forecasts of total cost to complete at
initiation of the contract; and
 Revision to total forecast costs that occur
during the performance of the contract or
that are expected to occur to complete
the contract.
Our procedures included, amongst others:
 Reviewing the Group’s estimation process
(including the monitoring of project costs
and management’s review of stage of
completion) used in determining the
amounts of revenue and costs recognised
in the Group’s financial report;
 Testing over a sample of contracts to
review application of the review process, on
which detailed substantive testing
procedures were performed. Our sample
was selected based on a set of criteria
including high value contracts, loss making
contracts and contracts with significant
claims in advance. For each sample
selected we performed the following:
oTested the claims and contract costs
to underlying supporting
documentation;
oExamined the projected cost to
complete forecast by comparing actual
costs to date to approved contract
budgets, obtaining an understanding of
the costs required to complete the
project through detailed discussions
with project management and review
of project progress documentation;
and
 Assessing the Group’s ability to forecast
margins on contracts by analysing the
accuracy of previous margin forecasts to
actual outcomes.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report thereon.

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Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

  • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists

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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 required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

  • Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the group financial report. The auditor is responsible for the direction, supervision and performance of the group audit. The auditor remains solely responsible for the audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during the audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in the 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 the auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included on pages 9 to 13 of the Directors’ Report for the year ended 30 June 2018.

In our opinion, the Remuneration Report of EVZ Limited, for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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CROWE HORWATH MELBOURNE

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DAVID MUNDAY

Partner

27 September 2018

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Additional Shareholder Information As at 12 September 2018

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1. Substantial shareholders

Name

UBS NOMINEES PTY LTD

BOND STREET CUSTODIANS LIMITED

Ordinary shares 182,429,645 77,964,435

2. Distribution of Shareholding

Range of Holding Range of Holding No of Shareholders Units Held
1 to 1,000 280 134,569
1,001 to 5,000 684 1,720,104
5,001 to 10,000 234 1,761,770
10,001 to 100,000 499 17,857,129
100,001 and over 287 933,339,164
1984 954,812,736
Number of shareholders with less than a marketable parcel of $500 at $0.034/unit 1293 4,732,373

3. Names of 20 Largest Shareholders

**Rank ** Name Holding % Held
1 UBS NOMINEES PTY LTD 182,429,645 19.11
2 BOND STREET CUSTODIANS LIMITED 77,964,435 8.17
3 AIRLIE BEACH HOLDINGS PTY LIMITED 45,000,000 4.71
4 ONMELL PTY LTD 26,434,619 2.77
5 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 25,510,330 2.67
6 MYALL RESOURCES PTY LTD 25,000,000 2.62
7 BT PORTFOLIO SERVICES LIMITED 24,752,498 2.59
8 TAYCO INVESTMENTS PTY LTD 24,560,261 2.57
9 RUSTICA PTY LTD 23,181,818 2.43
10 H&C TRUONG PTY LTD 23,143,782 2.42
11 THIRD RETURN SUPER PTY LTD 20,000,000 2.09
12 RANGEWORTHY PTY LTD 19,363,960 2.03
13 TRAVERTINE HOLDINGS PTY LTD 18,000,000 1.89
14 AUST EXECUTOR TRUSTEES LTD 17,964,285 1.88
15 ARCHWIN PTY LTD 17,008,376 1.78
16 AIRLIE BEACH HOLDINGS PTY LIMITED 17,000,000 1.78
17 HARRINGTON PARTNERS FUND 1 PTY LTD 12,700,000 1.33
18 MR ADAM BELLGROVE + MRS ANDREA BELLGROVE 12,400,000 1.30
19 STF ENTERPRISES PTY LTD 11,640,483 1.22
20 POWIS SUPERANNUATION PTY LTD 11,500,000 1.20
Total top 20 holders of ordinary fully paid shares 635,554,492 66.56
Total remaining holders balance 319,258,244 33.44
Total ordinary shares 954,812,736 100.00

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Additional Shareholder Information (continued) As at 12 September 2018

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4. Voting Rights

A registered holder of shares in the Company may attend general meetings of the Company in person or by proxy and on a poll may exercise one vote for each share held. There are no voting rights attached to options for ordinary shares until the options have been exercised.

5. General

The name of the Company Secretary is Pieter van der Wal.

The address of the principal registered office is: 115 / 838 Collins Street, Docklands Vic 3008 Telephone Number: (03) 9545 5288 Facsimile Number: (03) 9542 6061 Email: [email protected]

A register of securities is kept at: Computershare Investor Services Pty Ltd 452 Johnston Street Abbotsford, Victoria, 3067 Telephone Number: 1300 137 328

6. Stock Exchange Listing

The Company’s ordinary securities are listed on the Australian Securities Exchange Limited.

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www.evz.com.au

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