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SCIDEV LTD Annual Report 2024

Aug 27, 2024

65761_rns_2024-08-27_9c47b3e0-080d-4d56-956e-49e9f9c3b3e6.pdf

Annual Report

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ASX Announcement

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28 August 2024

SciDev Delivers exceptional Full Year results with record revenue and earnings growth

SciDev Ltd ( ASX:SDV ) (‘ SciDev ’or ‘ the Company ’) provides an update on its financial[1] and operational performance for the twelve months ended 30 June 2024 (FY24).

FY24 Financial Highlights

  • FY24 group revenue of $109.2m (+22% vs FY23) and underlying EBITDA of $8.8m (FY23: $4.1m)

  • 88% revenue growth in Water Technologies

  • 11% revenue growth in chemistry sales

  • Operating cash inflow of $6.5m

  • Reported profit after tax on $2.2m

  • Cash and cash equivalents at 30[th] June 2023 of $9.4m with $7.5m in inventory

FY24 Operational Highlights

Water Technologies

  • Developed FluorofIX™ pilot plants in Europe and North America to demonstrate the superior performance of our technology.

  • Secured a $4.7m two-year extension PFAS treatment contract with a blue-chip Australian Mining Client where FluorofIX™ has treated over one billion litres of PFAS-contaminated water to date.

  • Awarded a contract of an initial value of approximately $2m with Ventia to supply a Build Own Operate (BOO) temporary water treatment plant in Victoria to treat PFAScontaminated surface water.

  • Secured two contracts, with a combined value of $9.35m, with a Tier 1 Construction Company to Design and Construct three Water Treatment Plants (WTP) to support the construction of a new tunnel in NSW.

1 All $ are in A$ unless otherwise stated.

SciDev Limited

SciDev Limited Unit 1, 8 Turbo Rd ABN: 25 001 150 849 Kings Park e: [email protected] NSW 2418 AUSTRALIA w: scidevltd.com

Page 1 of 3 FY23 Full Year Results

p: +61 2 9622 5185

  • Engaged by a blue-chip mining client for the supply and ongoing maintenance of 30 water quality monitoring stations for use across multiple mines in Western Australia.

  • Appointed a Vice-President North America for Water Technologies to drive growth of our Water Technologies vertical in the North American Market.

Chemical Services

  • Operated across four Oil & Gas basins in North America, supporting an average of eight completion fleets during FY24.

  • CatChek™ sales up 51.5% YOY.

  • Secured a two-year contract at the Thunderbird Minerals Sands Project expected to generate circa $7.0m in sales.

  • Expanded international exposure through sales of MaxiFlox® chemistry via resellers in Turkey and Mexico.

  • Nuoer SciDev JV Pte Ltd incorporation established in Singapore, expanding on the current partnership with Nuoer Group to take MaxiFlox® chemistry to the global mining industry.

SciDev CEO Seán Halpin said:

“This has been our most significant year to date. We delivered record organic growth with a strong 22% increase in net revenue to $109.3 million and a substantial rise in underlying EBITDA to $8.8 million. Our financial and operational success during FY24 is the result of strategic initiatives targeted at expanding our global footprint and the solid performance of each of our verticals.

“We improved margins in our Energy Services business by transitioning customers away from commodity to propriety products. Our advanced friction reduction solutions not only deliver operational efficiency at reduced costs, but improve environmental outcomes for our oil & gas customers.

“We continued to grow our mining business domestically and internationally, establishing Nuoer SciDev JV in Singapore to further our market reach.

“We have seen our water business double in revenue over the past 12 months as more companies seek to reduce consumption of fresh water and remove harmful contaminants from water, including PFAS ‘forever chemicals’. Driven by regulatory tailwinds and growing public awareness of the dangers of PFAS contamination, the market for safe and effective PFAS treatment solutions represents one of the fastest growing opportunities for SciDev.

“I’d like to thank our dedicated team for their ongoing support and their contribution to this standout result.”

Financial Performance

  • In FY24, the company delivered record revenue of $109.2m, up 22% on the previous financial year, highlighting the considerable growth secured during the year

  • The company delivered positive operational cashflow of $6.5m for the year (FY23 operation cash $4.8m) and an underlying EBITDA of $8.8m (FY23: $4.1m)

  • During the year, SciDev made a payment of $1.3m associated with the acquisition of Haldon Industries.

  • SciDev reported a net profit after tax of $2.1m (FY23: $0.3m)

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Page 2 of 3 FY23 Full Year Results

  • SciDev maintained a robust balance sheet with cash and cash equivalents of $9.4m at 30 June 2024, with a further $7.5m in inventory.

  • Subsequent to the financial year end, Scidev signed on 23 August a finance facility with Westpac giving the Group access up to $10m to facilitate future growth plans.

Outlook

SciDev CEO Seán Halpin said:

“We have an exciting year ahead. With a growing portfolio of significant new contracts and strong demand across the markets in which we operate, we are well-positioned to grow our operational and financial footprint.

“Our recent agreement with Westpac gives us access to a $10 million finance facility, strengthening our balance sheet and providing the flexibility we need to deliver future growth plans.

“We will capitalise on the recent developments in the USA EPA PFAS National Primary Drinking Water Regulations developments to develop and generate revenue from our North American PFAS pipeline spanning the US Department of Defence and private industry.

“We will expand our market share in the global mining sector by delivering MaxiFlox® directly to new clients via direct sales, local licencing and partnership agreements and leveraging our Joint venture with Nuoer Chemicals. We will continue to diversify our Oil & Gas industry client base as our proprietary CatChek and XSlik product lines gain increasing market acceptance.”

For Further Information

Corporate Investors Media Seán Halpin – Chief Executive Officer Mark Lindh Rama Razy Anna Hooper – Chief Financial Officer AE Advisors Automic Group +61 2 9622 5185 +61 414 551 361 +61 498 440 142

This announcement is authorised by the Board of SciDev Limited.

About SciDev

SciDev is a leader in environmental solutions focused on water-intensive industries. Our solutions allow clients to reuse water, improve operational efficiencies and reduce their environmental footprints. We deliver world-leading chemistry and water treatment technology with end-toend support from our specialist scientists and engineers.

SciDev works with clients across a range of industries, including Mining, Oil & Gas, Construction & Infrastructure and Water Treatment.

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Page 3 of 3 FY23 Full Year Results

SciDev Limited Appendix 4E Preliminary final report

1. Company details

Name of entity: SciDev Limited ABN: 25 001 150 849 Reporting period: For the year ended 30 June 2024 Previous period: For the year ended 30 June 2023

2. Results for announcement to the market

$'000
Revenues from ordinary activities up 21.6% to 109,236
Profit from ordinary activities after tax attributable to the owners of SciDev
Limited up 741.6% to 2,175
Profit for the year attributable to the owners of SciDev Limited up 741.6% to 2,175
2024 2023
Cents Cents
Basic earnings/(loss) per share 1.15 (0.18)
Diluted earnings/(loss) per share 1.13 (0.18)

Dividends

There were no dividends paid, recommended or declared during the current financial period.

Comments

The profit for the consolidated entity after providing for income tax amounted to $2,175,000 (30 June 2023: loss of $339,000).

Reference is made to the Review of operations in the Directors' Report contained in the attached Annual Financial Report for SciDev Limited for the year ended 30 June 2024.

3. Net tangible assets

Net tangible assets per ordinary security Reporting
period
Previous
period
Cents
Cents
13.27
11.80

The net tangible assets per ordinary security includes the right of use assets and associated lease liabilities.

4. Other

Not applicable.

SciDev Limited

ABN 25 001 150 849

Annual Financial Report ‐ 30 June 2024

SciDev Limited Contents 30 June 2024

Directors' report 2
Auditor's independence declaration 17
Consolidated statement of profit or loss and other comprehensive income 18
Consolidated statement of financial position 19
Consolidated statement of changes in equity 20
Consolidated statement of cash flows 21
Notes to the consolidated financial statements 22
Consolidated entity disclosure statement 53
Directors' declaration 54
Independent auditor's report to the members of SciDev Limited 55
Corporate directory 60

1

SciDev Limited Directors' report 30 June 2024

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of SciDev Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2024.

Directors

The following persons were directors of SciDev Limited during the whole of the financial year, except where noted below, and up to the date of this report:

Vaughan Busby Simone Watt Jon Gourlay Dan O'Toole Michael Utsler (appointed 1 March 2024)

Principal activities

SciDev is a leader in the environmental solutions market focused on water‐intensive industries. SciDev brings together world‐class technology, chemistry and application to solve pressing operational and environmental issues for the water, oil and gas, mining and construction markets.

Dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Operating and financial review

SciDev is a leader in environmental solutions focused on water‐intensive industries. Our solutions allow clients to reuse water, improve operational efficiencies and reduce their environmental footprints. We deliver world‐leading chemistry and water treatment technology with end‐to‐end support from our specialist scientists and engineers.

In Financial Year 2024, the company delivered record revenue of $109,236,000, representing a 21.6% increase on the FY2023. Importantly our growth continued to be profitable, delivering $8,844,000 of EBITDA and positive cashflow for the year.

SciDev maintained a robust balance sheet with cash and cash equivalents of $9,425,000 on 30 June 2024 and a further $7,529,000 in inventory.

Reconciliation of profit before income tax to EBITDA and Adjusted EBITDA (unaudited):

Profit/(loss) before income tax
Depreciation and amortisation
Finance costs
EBITDA
Net fair value loss on options held in R3D Resources Limited
Adjusted EBITDA
2024
2023
$'000
$'000
4,102
(222)
4,092
3,508
650
630
8,844
3,916

164
8,844
4,080

EBITDA and adjusted EBITDA are non‐IFRS earnings measures which do not have any standardised meaning prescribed by IFRS and therefore may not be comparable to EBITDA presented by other companies. These measures, which are unaudited, are important to management as an additional way to evaluate the consolidated entity's performance. Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on the quality of earnings because of isolated or non‐recurring events.

2

SciDev Limited Directors' report 30 June 2024

Review of operations

SciDev operates across a range of markets with a single common thread: we solve our clients’ water problems. Our innovative chemistries are used across a range of industries to enhance production efficiency, minimise waste, and reduce our clients’ environmental impact. We also specialise in water treatment technologies that remove harmful contaminants from our environment by treating and remediating contaminated groundwater, surface water, and liquid waste.

Chemical Services

SciDev continues to innovate and deliver a range of chemistry solutions to its clients, that improve operational efficiencies and reduce their wastewater footprint. During the period, SciDev delivered an improved financial performance and expanded the client base across the mining & mineral processing, construction & infrastructure, and oil & gas markets, with the award of a number of new contracts to blue‐chip clients.

Mining and Construction

SciDev delivers comprehensive solutions in mining, mineral processing, and construction, enhancing operational performance and minimising waste through advanced chemistries and professional services. In mining, their focus is on optimising mineral processing systems and reducing water waste, while in construction, they offer complete water management solutions, including dewatering and treatment services, to minimise costs and ensure compliance with environmental regulations. FY24 achievements include securing a significant contract at the Thunderbird Minerals Sands Project, expanding international sales of MaxiFlox® chemistry, and establishing a new joint venture in Singapore to further global market reach.

Energy Services

SciDev offers advanced friction reduction solutions, effectively using recycled water to enhance environmental compliance, cut costs, and boost operational performance in onshore oil and gas production. In FY24, SciDev supported eight completion fleets across four North American basins, secured a new field trial in the Permian Basin, and collaborated with a major Utah customer on CatChek technology for wet sand applications. They also expanded operations by acquiring storage property near the Eagleford Basin, added sales staff, and renewed a significant R&D contract with Qatar Shell GTL Ltd. Additionally, a major E&P producer began testing SciDev's CatChek™ 12S technology in West Texas.

Water Technologies

SciDev's Water Technologies business specialises in removing contaminants from various water sources, allowing for reuse or safe discharge. They operate under both Build, Own & Operate (BOO) and Design & Construct (D&C) models, focusing on PFAS and broader water treatment solutions.

Australia

In FY24, SciDev expanded its Australian operations, securing several new contracts and maintaining a strong position in PFAS treatment. Notable achievements include a $4.75 million contract with a Tier 1 construction company for a water treatment plant supporting Sydney’s Western Harbour Tunnel, a $2 million BOO contract with Ventia in Victoria, and the ongoing construction and management of PFAS treatment facilities across multiple sites. Additionally, the team secured several new contracts for the supply and ongoing maintenance of water quality monitoring stations for use across multiple mine sites in Western Australia, and they commenced full‐scale operations at Cleanaway’s New Chum landfill.

North America and Europe

In North America and Europe, SciDev is expanding its presence in the PFAS treatment market, capitalising on growing demand driven by upcoming regulations. Key activities include appointing a Vice‐President for North America to lead strategic growth initiatives and submitting proposals for the US Department of Defence’s Environmental Security Technology Certification Program for RegenIX™ technology. The company is also advancing business development efforts, developing PFAS pilot plants, and seeking to broaden its client base in these regions, demonstrating the robustness of its treatment technologies.

3

SciDev Limited Directors' report 30 June 2024

Outlook

With a growing portfolio of significant new contracts and strong demand across our end markets, SciDev is well‐positioned to continue to grow our operational and financial footprint. Key areas of outlook focus for the Company in FY25 continue to include:

  • Ongoing focus on the health and safety of all our employees.

  • Capitalise on recent USA EPA PFAS National Primary Drinking Water Regulations developments.

  • Growth and expansion of market share in the global mining sector by delivering MaxiFlox® directly to new clients via direct sales, local licencing and partnership agreements & leveraging our Joint venture with Nuoer Chemicals.

  • Continuing to diversify our Oil and Gas industry client base as our proprietary CatChek and XSlik product lines gain increasing market acceptance.

  • Delivering the Water Technologies' current order book while developing our business systems and processes to enable sustainable growth.

  • Utilising our proven technologies, FluorofIX™ and RegenIX™, to generate revenue from our developing North American PFAS pipeline, spanning the US Department of Defence and private industry.

  • Exploring opportunities to accelerate growth in Europe as PFAS regulations build in the region, and exploring leachate and industrial wastewater treatment opportunities to secure initial revenue.

  • Continued execution of business development opportunities in the domestic and overseas construction sector.

Risk factors

The business activities of SciDev are subject to various risk factors that may impact on its future performance and financial position. These risks are both specific to SciDev's activities as well as general commercial and economic risks.

Risk Management Framework

The Board has established a risk management framework to identify, monitor and manage risks across the company. The framework is administered by the Audit and Risk Committee. The Committee is responsible for assisting the Board in identifying and managing financial and non‐financial risks. The Committee maintains a Risk Assessment Register and evaluates the potential impact and likelihood of each risk occurring and ranks them accordingly. The responsibility to manage, monitor and report on each risk is delegated to the CEO and senior management.

Risks that are identified as material to SciDev are summarized below. This information should not be regarded as exhaustive, and the items have not been presented in priority order.

Material Business Risks

Commodity Price Risk

SciDev supplies products and services to a range of sectors, domestically and overseas (including the energy sector in the US). This exposes the company indirectly to fluctuations in the price of a range of different commodities, including metals, oil and gas, as these correlate with the activity levels of our customers. Significant drops in commodity prices, which would typically lead to drops in production, could result in decreased demand for SciDev services across its business units.

Contract Risk

SciDev is subject to the risk that material contracts with suppliers, customers and others are terminated, expire, are not renewed or are renegotiated on less favourable terms. This may have a negative impact on SciDev’s financial performance and position. SciDev is also exposed to the risk that it does not manage obligations in line with contractual or operational standards, with could result in customer dissatisfaction and/or financial losses.

Competition

The markets that SciDev’s businesses operate in are highly competitive. The competitive environment could be significantly affected by market forces including production capacity, disruptive product innovation & new entrants. An increase in competition could result in a loss of market share or downwards pressure on margins.

Regulator Activity

SciDev’s business is premised to a significant degree on Government and regulator imposition of strong environmental conditions on industry; particularly in the Water and Chemical Services businesses. Any movement by Governments and regulators to reduce regulation could impact detrimentally on SciDev’s business units and overall financial performance.

4

SciDev Limited Directors' report 30 June 2024

Customer and Supplier Concentration Risk

Within SciDev there are business units that either have a higher degree of customer and/or supplier concentration than is considered optimal. SciDev is actively working on initiatives to broaden customer and/or supplier bases in order to alleviate that risk; this is however a long‐term process and, until completed, loss of a key customer or key supplier could have significant, detrimental impact on a business unit and SciDev as a whole.

FX Exposure

SciDev is exposed to movement in exchange rates, particularly the US to AUD exchange rate. In Australia, the Chemical Services business (and to a lesser extent, Water Technology business) are exposed through the purchase of inventory and equipment denominated in US dollars. Where the corresponding sale is in Australian dollars, pricing is periodically reset reflecting exchange rate, commodity pricing and shipping costs.

Energy Services is a US‐based business, hence exposing the business to foreign exchange risk through cash and inventory denominated in USD which is held on the SciDev consolidated balance sheet. Fluctuations in the AUD/USD exchange rate could have an adverse impact on SciDev’s financial condition and results of the operation that are reported in AUD.

Key Person Risk

Loss of key management and other personnel, including Board directors, could have a negative impact on SciDev’s business.

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the consolidated entity during the financial year.

Matters subsequent to the end of the financial year

On 23 August 2024, SciDev Limited executed a finance facility for $10m with Westpac Limited. The package comprises of a revolving business loan facility for $5m to provide working capital flexibility, a $2m equipment finance facility and up to $3m amortising and non‐revolving facility.

No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

Environmental regulation

The consolidated entity is subject to a range of environmental regulations and licences under Australian Commonwealth or State laws. The Company is responsible for monitoring its compliance with these laws and is not aware of any breaches during the year.

A key area of regulation is specific process licences: Group companies are holders of NSW Environmental Protection Agency (EPA) mobile waste processing PFAS licences 20878 and 21114.

5

SciDev Limited Directors' report 30 June 2024

Information on directors

Name: Vaughan Busby Title: Non‐executive Chairman Qualifications: B.Pharm, MBA (IMD Business School Switzerland) Experience and expertise: Mr Busby trained as a chemist and has extensive experience as a company director, having sat on several private and ASX listed boards over the last 16 years. He currently serves as a non‐executive director for Energy Queensland Limited, a government‐ owned corporation and the largest energy company in Australia. He is also a non‐ executive director of EnergyCo, which is responsible for delivering the renewable energy zones as part of the NSW Government’s Electricity Infrastructure Roadmap, and a Director of Netlogix Group Holdings Limited, a New Zealand based company specialising in supply chain logistics. Other current directorships: None Former directorships (last 3 years): Non‐executive Director of Energy One Limited (12 January 2007 to 13 September 2023) Special responsibilities: Company Chairman Date of appointment to the Board: 9 August 2021 Interests in shares: 150,000 Interests in options: Nil

Name: Simone Watt Title: Non‐executive Director Qualifications: BASc Experience and expertise: Ms Watt is the Managing Director of Sinoz Chemical and Commodities (Sinoz), a global company that supplies reagents and technology‐based improvements to the mining and agribusiness industries. Ms Watt is also a Director of Kemtec Mineral Processing and Kanins International, both parts of the Sinoz Group of companies. She has extensive experience in strategic sourcing and supplier management, business development and sales and marketing. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of the Audit and Risk Committee and Chair of the Nomination and Remuneration Committee Date of appointment to the Board: 29 October 2018 Interests in shares: 5,313,280 Interests in options: Nil

Name: Jon Gourlay Title: Non‐executive Director Qualifications: BCom, C.A, GAICD Experience and expertise: Mr Gourlay is a chartered accountant with extensive experience in finance and project management, risk management, business improvement and investor relationships, with a focus on the mining and resources technology sectors. Mr Gourlay has held senior commercial and management roles with Newcrest Mining and Glencore Zinc. He is currently a Principal Advisor to the Treasurer of Tasmania. Other current directorships: None

Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Chairman of the Audit and Risk Committee and member of the Nomination and Remuneration Committee

Date of appointment to the Board: 28 May 2019 Interests in shares: 1,067,774 Interests in options: Nil

6

SciDev Limited Directors' report 30 June 2024

Name: Dan O'Toole
Title: Non‐executive Director
Qualifications: BEng(Hons), EngExec, FlEAust, MAusIMM, MAICD
Experience and expertise: Mr O'Toole brings over 36 years of experience across the engineering and consulting
sectors including over 18 years in executive leadership roles within Coffey
International Limited and Pitt & Sherry. Mr O'Toole is co‐founder and Director of Viotel
Limited, a private company focused on empowering mining, transport and
infrastructure businesses to mitigate risks better using world‐class monitoring
technology. Prior to his current position, Mr O’Toole was the Chief Executive Officer
of Pitt & Sherry, one of Australia's most dynamic consulting engineering companies
with a team of high‐calibre professional consultants servicing the Transport
Infrastructure, Mining, Energy, Industrial, and Tourism & Recreation market sectors.
Other current directorships: None
Former directorships (last 3 years): None
Special responsibilities: Member of the Audit and Risk Committee and the Nomination and Remuneration
Committee
Date of appointment to the Board: 3 February 2021
Interests in shares: 266,000
Interests in options: Nil

Name:
Michael Utsler(appointed 1 March 2024)
Title: Non‐executive Director
Qualifications: BSc (Ptrl Eng), GAICD, MAICD
Experience and expertise: Mr Utsler has worked in the Energy Industry for over 40 years across multiple
international areas. He has built deep knowledge and experience in the upstream,
midstream and downstream areas of the energy industry, as well as experience in
power generation, alternative energy solutions, and some aspects of carbon
management. He has held senior leadership and executive positions with Amoco. BP
(including President of the Gulf Coast Restoration Organisation ‐ GCRO and SVP BP
Alaska Exploration); Woodside Energy and New Fortress Energy. In 2020 Mr Utsler
joined Otto Energy as its Chief Executive Officer and Managing Director, then serving
as Executive Chairman from November 2020 to 2023. Mr Utsler is a former non‐
executive Director of Integrated Asset Solutions and a former Director of Oil Search
Limited. He has previously served on a variety of not‐for‐profit boards, including the
West Australian Symphony Orchestra.
Other current directorships: Non‐executive Director of Santos Limited (from 3 May 2022)
Former directorships (last 3 years): Oil Search (2021)
Integrated Asset Solutions (2017 to 2021)
Otto Energy (2020 to 2023)
Special responsibilities: Member of the Audit and Risk Committee and the Nomination and Remuneration
Committee
Interests in shares: Nil
Interests in options: Nil

'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

'Former directorships (last 3 years)' quoted above are directorships held in the last three (3) years for listed entities only and exclude directorships of all other types of entities unless otherwise stated.

Company Secretary

Mr Heath L Roberts (Dip Law (S.A.B.) and Grad Dip Legal Practice (UTS)) is a commercial solicitor with over 21 years of listed company experience. He has acted for SciDev in various capacities and brings strong transactional, compliance and capital raising experience to the role.

7

SciDev Limited Directors' report 30 June 2024

Meetings of directors

The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2024, and the number of meetings attended by each director were:

Nomination and Nomination and
Full Board Remuneration Committee Audit and Risk Committee
Attended Held Attended Held Attended Held
Vaughan Busby 9 9
Simone Watt 8 9 2 2 3 3
Jon Gourlay 9 9 2 2 3 3
Dan O'Toole 8 9 1 2 3 3
Michael Utsler
(appointed 1 March 2024) 3 3 1 1 1 1

Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.

Remuneration report (audited)

A Introduction

The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

This Report sets out the approach to remuneration for Key Management Personnel (KMP) and all staff. The Board intends that the Report provides clear and transparent communication of the remuneration arrangements in place for the Company’s Directors and executives. These arrangements are intended to align remuneration with the Company’s values, purpose, strategy and performance.

The Company’s remuneration arrangements are structured to attract and retain high performing people and to remunerate them for achieving our objectives and for acting consistently with our values and purpose. Remuneration arrangements are reviewed regularly by the Remuneration Committee and adjustments and redesign made where considered appropriate, balancing alignment with the Company’s circumstances, fairness to executives and considering market expectations and industry standards.

B Persons Covered by the Report

This Report sets out the remuneration arrangements in place for KMP, which comprises the Directors of the Company (all currently non‐executive) and those members of the SciDev executive team who have authority and responsibility for planning, directing and controlling the activities of the Company (Executive KMP).

The name and position of each key management personnel of the consolidated entity during the financial year ended 30 June 2024 consisted of the following directors of SciDev Limited:

  • Vaughan Busby ‐ Non‐executive Chairman

  • Simone Watt ‐ Non‐executive Director

  • Jon Gourlay ‐ Non‐executive Director

  • Dan O'Toole ‐ Non‐executive Director

  • Michael Utsler ‐ Non‐executive Director, joined the Board from 1 March 2024

And the following executives:

  • Seán Halpin ‐ Chief Executive Officer

  • Anna Hooper ‐ Chief Financial Officer

  • Heath Roberts ‐ Company Secretary and General Counsel

8

SciDev Limited Directors' report 30 June 2024

C Remuneration Framework

1 Remuneration Governance

The Board has a Nomination and Remuneration Committee which comprises of four non‐executive directors, and is responsible for providing advice on remuneration and incentive policies and practices and makes specific recommendations on remuneration packages and other terms of employment for the Chief Executive Officer, the Non‐ Executive Directors and other senior executives.

2 Remuneration Objectives

The objective of SciDev’s Remuneration framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives of the consolidated entity and the creation of long‐term value for shareholders. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good remuneration governance practices:

  • market competitive, enabling SciDev to attract, retain and motivate high calibre people

  • targeted measures that drive performance and establish a clear link between executive remuneration & performance

  • remuneration structure that balances short‐term growth & delivery with long‐term sustainability

  • reward structure that is equitable and aligned to creation of shareholder value, implementation of business strategy and delivery of results.

The framework provides a mix of fixed base pay and variable pay that includes both short and long‐term incentives, with an appropriate balance of at‐risk remuneration.

3 External Advisers

The Remuneration Committee engaged Godfrey Remuneration Group (GRG) in FY24 to conduct a comprehensive review of SciDev’s executive remuneration and incentive arrangements, including the current equity component, as compared to those offered by similar competitor companies and which is tailored to the Company’s particular circumstances.

The Nomination and Remuneration Committee reviewed the reports and recommendations from GRG at various meetings during FY24. The Board is satisfied the remuneration recommendations made were free from undue influence by any member of the Key Management Personnel because of the communication arrangements established between GRG and the Remuneration Committee. Fees charged by GRG referrable to these services were $36,000 during FY2024.

4 Employment Contracts

Remuneration and other terms of employment for key management personnel are formalised in Employment Contracts. Details of these agreements at the date of this report are as follows:

Details of these agreements at the date of this report are as follows:
Name: Seán Halpin
Title: Chief Executive Officer
Agreement commenced: 11 November 2022
Term of agreement: On going
Details: Base salary of $360,500 plus superannuation and STI performance‐based bonus up to
$100,000 and a target LTI bonus of $175,000 in performance‐based equity under the
terms of the Company’s ESS. In addition, Mr Halpin is eligible for an equity settled
Outperformance bonus of up to $400,000. The contract may be terminated by six (6)
months’ notice from either party.

9

SciDev Limited Directors' report 30 June 2024

Name: Heath Roberts
Title: Company Secretary & General Counsel
Agreement commenced: 1 March 2017
Term of agreement: On‐going
Details: Consulting per diem rate equal to that of $240,000 for full‐time employment and
services. The agreement may be terminated by one (1) months’ notice from either
party.

Name:
Anna Hooper
Title: Chief Financial Officer
Agreement commenced: 6 December 2021
Term of agreement: On‐going
Details: Base salary of $363,624 including superannuation and STI performance‐based bonus
of up to $70,000 and a target LTI bonus of $125,000 in performance‐based equity
under the terms of the Company’s ESS. The contract may be terminated by three (3)
months’ notice from either party.

Key management personnel (KMP) have no entitlement to termination payments in the event of removal for misconduct.

Other Senior Executives are full‐time, permanent employees with employment contracts. Their employment contracts do not have termination dates or termination payments. However they typically specify an employee notice period of three months.

5 Remuneration voting and comments at the FY23 Annual General Meeting (AGM)

At the 2023 AGM, 97.57% of the votes received supported adopting the remuneration report for the year ended 30 June 2023. The company did not receive any specific feedback at the 2023 AGM regarding its remuneration practices.

6 Remuneration Framework

The remuneration framework is designed to align executive interests with Company success and long‐term shareholder value. The structure consists of several components:

For Non‐Executive Directors, there are the directors fees. These are annual fees paid monthly (together with a superannuation guarantee payment).

For Executive KMP, for FY24 this is made up of three components:

Fixed Remuneration – comprising of base salary and superannuation guarantee payments

Short‐Term Incentives (STI) – at risk and based upon performance on key performance measures. This award is normally paid in cash at target.

Long‐Term Incentives (LTI) – this is a long‐term 3‐year equity plan under which Performance Rights are granted annually and are subject to performance conditions. In FY24, the rights are granted subject to an Earnings per Share (EPS) performance hurdle. The rights are tested against performance hurdles at the end of three years, once the financial results have been released for the relevant year.

The following factors have been taken into account when determining the proportion of at‐risk remuneration including STI and LTI components for each role:

  • the objectives the Board seeks to achieve and the behaviours that support those outcomes;

  • the desire that key executives have equity interest in the Company, to better align with shareholders; and

  • market practice.

10

SciDev Limited Directors' report 30 June 2024

7 Group Performance

The STI and LTI are linked to performance against Key Performance Measures (KPM), these are detailed in Section E.

Performance measures are linked to financial performance of the Company along with, implementation of Company Strategy and creation of shareholder value. The STI is focussed on short‐term performance over the preceding 12 months. The KPM under the LTI is measured at the end of the three‐year measurement period. The following table includes the consolidated financial KPM used executive remuneration in FY24, along with the results for the previous periods.

2024 2023 2022 2021 2020
$'000 $'000 $'000 $'000 $'000
Sales revenue 109,236 89,841 55,597 42,525 17,907
Profit/(loss) after income tax 2,175 (339) (616) 3,453 (875)

Share price at financial year end ($)
0.37 0.33 0.18 0.85 0.58
Basic earnings/(loss) per share (cents per
share) 1.15 (0.18) (0.35) 2.26 (0.69)

D Non‐Executive Directors Remuneration Arrangements

Non‐executive Directors’ fees are determined within an aggregate Non‐executive Directors’ cash remuneration limit, which was approved by shareholders at the 2007 Annual General Meeting, the current limit is $400,000. Fees and payments to the Non‐executive Directors reflect factors such as time commitment, participation in Committee work and fees paid to directors of comparable companies. The Board undertakes a periodic review of Non‐executive Directors’ fees and payments.

The amount paid to Non‐executive Directors of SciDev Limited during the year to 30 June 2024 was $325,250 (2023: $303,875). Details in the Amounts of Remuneration table below.

In addition, Non‐executive Directors are entitled to participate in issues of securities pursuant to the SciDev Employee Share Scheme (the SciDev ESS). The value of any securities granted to Non‐executive Directors is not included in the aggregate cash remuneration limit as they are not cash‐based payments. In the case where Directors seek equity‐based remuneration over cash‐based remuneration, consideration will be given to such request and, in any case, shareholder approval would be required for any such equity‐based remuneration for Directors. During the 2024 financial year the Company granted no securities to Non‐executive Directors.

E Executive Remuneration

Short term Incentive

Before any awards accrue under the STI a minimum financial performance “gate” must be achieved by the SciDev Group. Group Net Profit after tax (NPAT) must be above a target and underlying EBITDA must be at least 85% of target.

Executives participate in an STI plan which assesses achievement against a balance scorecard of key performance measures (KMP). An STI bonus is awarded to the extent that target performance is achieved or exceeded against KMP set at the start of the financial year, as appropriate to the relevant company, business unit and individual performance.

STI payments are based upon key performance measures and weightings below. These targets, along with individual KPIs are set by the Remuneration Committee and align with the Group’s strategic & business objectives.

11

SciDev Limited Directors' report 30 June 2024

In FY24, Key Performance Measures included:

Financial – Measures including Profit After Tax & EBITDA, Revenue and Return on Capital Employed

Strategic – Delivery of and against the 5‐year Strategic plans

Operational – Measures including business operational efficiency, product innovation, staff retention and business sustainability

Individual – assessment of effectiveness against SciDev values

Performance against KPI for each Executive were considered by the CEO with his recommendations provided to the Remuneration Committee. The Committee separately considered the CEO’s performance.

The table below provides an overview of the STI weightings against key financial and non‐financial performance measures and the relative weightings. It should be noted that targets applicable to all business unit executives include Group financial results.

results.
Financial Operational Strategic Individual
CEO 70% 20% 10%
CFO 70% 20% 10%
Other Executives 60% 30% 10%

The Remuneration Committee can adjust the STI upwards or downwards at their discretion.

Long Term Incentives

LTI grants are made to executives who can significantly impact the Group’s performance and create shareholder value over the long‐term. In FY24 LTI participants included the CEO and CFO.

LTI remuneration is provided by the issue of performance rights with performance conditions. As the LTI Plan is a rights plan, participants do not receive dividends or voting rights on performance rights until the rights have vested. The rights are subject to forfeiture during the vesting period. If the conditions of vesting are not met upon testing, the rights are immediately forfeited.

Performance rights to be issued in relation to FY24 will be tested following the results in September 2026. The measurement period is from 1 July 2023 to 30 June 2026. The criteria will consider the Company’s EPS performance in the last year of the measurement period. This metric was chosen as SciDev transitions from negative EPS in FY23 to targeted profit in 3 years’ time.

EPS in lastyear of measurementperiod
EPS Performance Rights that vest %
Equal to or above the stretch EPS 100%
Between the threshold and the stretch EPS straight line vesting between 25% and 100%
Equal to target EPS
50%
At the threshold EPS
25%
Below Threshold
Nil

In addition, vesting is dependent on a service condition where the LTI is to be seen as remuneration for the 3‐year measurement period. If terminated during the measurement period, LTI will have pro‐rata forfeiture between start and the end of the measurement period. Otherwise LTI will be retained and subject to be measured at the end of the measurement period with other participants.

The Board has approved the introduction of a second hurdle for the FY25 performance rights issue, namely relative total shareholder return (rTSR), alongside EPS from FY24.

12

SciDev Limited Directors' report 30 June 2024

Clawback and malus provisions

The Company maintains clawback and malus provisions within the variable pay plans. If in the Board’s opinion, an employee:

  • acts fraudulently or dishonestly;

  • is in breach of their obligations to the Company; or

  • receives awards based on financial statements with a later restatement

then the Board may determine that unvested performance rights should lapse.

F Remuneration Table

2024
Vaughan Busby
Simone Watt
Jon Gourlay
Dan O'Toole
Michael Utsler(a)
Sean Halpin
Heath Roberts
Anna Hooper
Short‐term
Post‐
employment
benefits
Share‐based
payments
Proportion of
remuneration
Salary & fees
Bonus
Superannuation
Performance
rights(b)
Total
performance
related
$ $ $ $ $ %
95,000

10,450

105,450

60,000

6,600

66,600

60,000

6,600

66,600

60,000

6,600

66,600

20,000

2,200

22,200

360,500
93,348
27,399
58,333
539,580
28
205,000



205,000

336,225
55,870
27,399
41,666
461,160
21
1,196,725
149,218
87,248
99,999
1,533,190
  • (a) Michael Utsler was appointed a Non‐executive Director on 1 March 2024.

  • (b) Performance rights to be issued in August 2024. For accounting purposes the deemed grant date is 22 February 2024.

2023
Vaughan Busby
Simone Watt
Jon Gourlay
Dan O'Toole
Sean Halpin(a)
Heath Roberts
Anna Hooper
Short‐term
Post‐
employment
benefits
Share‐based
payments
Proportion of
remuneration
Salary & fees
Bonus
Superannuation
Performance
rights
Total
performance
related
$ $ $ $ $ %
95,000

9,975

104,975

60,000

6,300

66,300

60,000

6,300

66,300

60,000

6,300

66,300

368,289

28,652

396,941

144,000



144,000

342,824
57,750
25,292

425,866
14
1,130,113
57,750
82,819

1,270,682

(a) Seán Halpin was appointed Interim Chief Executive Officer on 29 April 2022 and Chief Executive Officer on 11 November 2022.

13

SciDev Limited Directors' report 30 June 2024

Share‐based compensation

Issue of shares

There were no shares issued to directors or other key management personnel as part of compensation during the year ended 30 June 2024.

Options

There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2024.

Performance rights

SciDev will formally approve the issuance of 2,234,636 performance rights in relation to the FY24 LTI (1,303,538 to the CEO, Sean Halpin and 931,098 to the CFO, Anna Hooper) on 28 August 2024. The number of LTI performance rights issued was based upon executive contracts and the 10‐day VWAP following the release to market of the FY23 financial results (26.85c). These rights vest based on a three‐year service period as well as an EPS target and will only vest if the EPS hurdle and the service conditions have been met.

For valuation purposes, the performance rights have been valued at the share price when the rights were deemed to have been granted at the February 2024 Board meeting. Due to the applicable three‐year service period and the EPS target period, the fair value of the rights will be taken to account over the measurement period, 1 July 2023 – 30 June 2026. As these are non‐market based vesting conditions, these vesting conditions have been taken into account by adjusting the number of equity instruments that are expected to vest. This estimate will be reviewed annually.

G Additional disclosures relating to key management personnel

Shareholding of KMP

The number of shares in the company held during the financial year by each director and other key management personnel of the consolidated entity, including their personally related parties, is set out below:

Vaughan Busby
Simone Watt
Jon Gourlay
Dan O'Toole
Michael Utsler(1)
Heath Roberts
Seán Halpin(2)
Anna Hooper
Balance at the
start of the
year
Received
during the
year on the
exercise of
options
Additions/
other
Disposals/
other
Balance at the
end of the
year


150,000

150,000
5,313,280



5,313,280
1,067,774



1,067,774
266,000



266,000










6,100,000



6,100,000




12,747,054

150,000

12,897,054
  • (1) Mr Utsler joined the Board on 1 March 2024.

(2) Mr Halpin is a director and part‐owner of Haldon Industries Pty Ltd, which is the holder of 5,100,000 shares. These are subject to escrow until 15 September 2024. Mr Halpin also has acquired interests in a further 1,000,000 shares which are not subject to escrow.

Loans to key management personnel and their related parties

There were no loans owing by key management personnel of the group, including their close family members and entities related to them, during the financial year ended 30 June 2024.

14

SciDev Limited Directors' report 30 June 2024

Other transactions with key management personnel and their related parties

Seán Halpin, CEO is also a director of Haldon Industries Pty Limited (HIPL). On 12 May 2021, SciDev Limited acquired the assets and business of Haldon Industries Limited. In relation to that transaction, during the financial year 2024, SciDev Limited paid a consideration of $1,300,000. In 2023, SciDev Limited paid a contingent consideration of $3,620,000, lease payments of $2,308,000 and cash on settlement of $879,685 to HIPL. $287,207 of interest was paid in FY24 relating to the outstanding balance on the final acquisition payment.

As at 30 June 2024, SciDev has a payable balance of $2,320,000 to HIPL (2023: $3,620,000). There is also a trading balance owing by SciDev to HIPL of $77,940 at 30 June 2024 (2023: $355,940).

There were no other transactions with key management personnel of the group, including their close family members and entities related to them, during the financial year ended 30 June 2024.

Aggregate amounts of each of the above types of other transactions with key management personnel of SciDev:

2024 2023
$'000 $'000
Amounts recognised as expenses
Finance costs 287,207
Amounts recognised as liabilities
Current liabilities:
Trade and other payables 77,940 3,975,940
Interest bearing liabilities 2,320,000

This concludes the remuneration report, which has been audited.

Shares under option

There were no unissued ordinary shares of SciDev Limited under option outstanding at the date of this report.

Shares under performance rights

There are 2,234,636 rights outstanding which are exercisable into 2,234,636 ordinary shares if vesting conditions are met. Refer to Section F of the Remuneration Report for further details.

Shares issued on the exercise of options

There were no ordinary shares of SciDev Limited issued on the exercise of options during the year ended 30 June 2024 and up to the date of this report.

Shares issued on the exercise of performance rights

There were no ordinary shares of SciDev Limited issued on the exercise of performance rights during the year ended 30 June 2024 and up to the date of this report.

Indemnity and insurance of officers

The company has indemnified the directors and executives of the company for costs incurred in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

Indemnity and insurance of auditor

The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

15

SciDev Limited Directors' report 30 June 2024

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

Non‐audit services

Details of the amounts paid or payable to the auditor for non‐audit services provided during the financial year by the auditor are outlined in note 26 to the financial statements.

The directors are satisfied that the provision of non‐audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The directors are of the opinion that the services as disclosed in note 26 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:

  • all non‐audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and

  • none of the services undermines the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision‐making capacity for the company, acting as an advocate for the company or jointly sharing economic risks and rewards.

Officers of the company who are former partners of Ernst & Young

There are no officers of the company who are former partners of Ernst & Young.

Rounding of amounts

The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding‐off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

Auditor

Ernst & Young continues in office in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the directors

_________ Vaughan Busby Chairman

28 August 2024 Sydney

16

SciDev Limited Auditor's independence declaration

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17

SciDev Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2024


Note
Revenue
5
Other income
Expenses
Changes in inventories, and raw materials and consumables used
Contractors and consultants
Depreciation and amortisation expense
Employee benefits expense
Employee related expenses
Insurance
Foreign exchange losses
Professional fees
Travel and accommodation
Other expenses
Finance costs
6
Profit/(loss) before income tax expense
Income tax expense
7
Profit/(loss) after income tax expense for the year attributable to the owners of
SciDev Limited
Other comprehensive loss
Items that will not be reclassified subsequently to profit or loss
Loss on the revaluation of equity instruments at fair value through other
comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive loss for the year, net of tax
Total comprehensive income/(loss) for the year attributable to the owners of
SciDev Limited
Basic earnings/(loss) per share
34
Diluted earnings/(loss) per share
34
2024
2023
$'000
$'000
109,236
89,841
5
31
(75,119)
(65,542)
(1,262)
(1,244)
(4,092)
(3,508)
(16,106)
(12,597)
(1,051)
(1,005)
(714)
(508)
(21)
(194)
(1,049)
(953)
(1,564)
(960)
(3,511)
(2,953)
(650)
(630)
4,102
(222)
(1,927)
(117)
2,175
(339)
41
(1,094)
(104)
369
(63)
(725)
2,112
(1,064)
Cents
Cents
1.15
(0.18)
1.15
(0.18)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

18

SciDev Limited Consolidated statement of financial position As at 30 June 2024


Note
Assets
Current assets
Cash and cash equivalents
8
Trade and other receivables
9
Contract assets
10
Inventories
11
Income tax refund due
Other
Total current assets
Non‐current assets
Trade and other receivables
9
Contract assets
10
Financial assets at fair value through other comprehensive income
12
Property, plant and equipment
13
Intangibles
14
Deferred tax
7
Other
Total non‐current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
15
Contract liabilities
16
Lease liabilities
17
Interest bearing liabilities
19
Income tax
7
Employee benefits
18
Total current liabilities
Non‐current liabilities
Lease liabilities
17
Total non‐current liabilities
Total liabilities
Net assets
Equity
Issued capital
20
Reserves
21
Accumulated losses
Total equity
2024
2023
$'000
$'000
9,425
7,732
7,355
7,466
4,930
601
7,529
6,930
3
178
798
633
30,040
23,540

312
157

452
411
11,514
12,727
25,047
25,622
4,113
4,135
691
627
41,974
43,834
72,014
67,374
15,031
14,770
395
648
1,166
1,064
2,320

570

656
452
20,138
16,934
1,639
2,415
1,639
2,415
21,777
19,349
50,237
48,025
119,489
119,489
(757)
(794)
(68,495)
(70,670)
50,237
48,025

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

19

SciDev Limited Consolidated statement of changes in equity For the year ended 30 June 2024

Balance at 1 July 2022
Loss after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
Share based payments (note 20)
Options exercised (note 20)
Balance at 30 June 2023

Balance at 1 July 2023
Profit after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive income/(loss) for the year
Transactions with owners in their capacity as owners:
Share based payments (note 20)
Balance at 30 June 2024
Issued
Accumulated
Total equity
capital
Reserves
losses
$'000
$'000
$'000
$'000
119,237
(69)
(70,331)
48,837


(339)
(339)

(725)

(725)

(725)
(339)
(1,064)
65


65
187


187
119,489
(794)
(70,670)
48,025
Issued
Accumulated
Total equity
capital
Reserves
losses
$'000
$'000
$'000
$'000
119,489
(794)
(70,670)
48,025


2,175
2,175

(63)

(63)

(63)
2,175
2,112

100

100
119,489
(757)
(68,495)
50,237

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

20

SciDev Limited Consolidated statement of cash flows For the year ended 30 June 2024


Note
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest and other finance costs paid
Income taxes paid
Net cash from operating activities
33
Cash flows from investing activities
Payments for property, plant and equipment
13
Payments for intangibles
14
Payments for security deposits
Payments for business acquisitions
15
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Principal elements of lease payments
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
8
2024
2023
$'000
$'000
109,244
95,201
(101,259)
(89,173)
7,985
6,028
(363)
(353)
(1,142)
(861)
6,480
4,814
(2,002)
(4,113)
(63)
(179)
(180)
(482)
(1,587)
(3,620)
123
(3,709)
(8,394)

187
(1,065)
(3,012)
(1,065)
(2,825)
1,706
(6,405)
7,732
14,064
(13)
73
9,425
7,732

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

21

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 1. General information

The financial statements cover SciDev Limited as a consolidated entity consisting of SciDev Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is SciDev Limited's functional and presentation currency.

SciDev Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:

Registered office Principal place of business Level 8 Unit 1 210 George Street 8 Turbo Road Sydney Kings Park NSW 2000 NSW 2148

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 28 August 2024. The directors have the power to amend and reissue the financial statements.

Note 2. Material accounting policy information

The accounting policies that are material to the consolidated entity are set out either in the respective notes or below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for‐profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, financial assets and liabilities at fair value.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 30.

22

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 2. Material accounting policy information (continued)

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of SciDev Limited ('company' or 'parent entity') as at 30 June 2024 and the results of all subsidiaries for the year then ended. SciDev Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de‐consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non‐controlling interest acquired is recognised directly in equity attributable to the parent.

Non‐controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non‐controlling interest in full, even if that results in a deficit balance.

Where the consolidated entity loses control over a subsidiary, it derecognises the assets, including goodwill, liabilities and non‐controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Functional and presentation currency

The financial statements are presented in Australian dollars, which is SciDev Limited's functional and presentation currency.

Current and non‐current classification

Assets and liabilities are presented in the statement of financial position based on current and non‐current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non‐current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non‐current.

Deferred tax assets and liabilities are always classified as non‐current.

23

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 2. Material accounting policy information (continued)

Investments and other financial assets

Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.

Financial assets at amortised cost

A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.

Financial assets at fair value through other comprehensive income

Upon initial recognition, the consolidated entity can elect to classify irrevocably its equity investments as equity instruments designated at fair value through Other Comprehensive Income (OCI) when they meet the definition of equity under AASB 132 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument‐by‐instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

The consolidated entity elected to classify irrevocably its non‐listed equity investments under this category.

Impairment of financial assets

The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are measured at amortised cost. The measurement of the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12‐month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.

Impairment of non‐financial assets

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non‐financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs of disposal and value‐in‐use. The value‐in‐use is the present value of the estimated future cash flows relating to the asset using a pre‐tax discount rate specific to the asset or cash‐generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash‐generating unit.

Rounding of amounts

The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding‐off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

24

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 2. Material accounting policy information (continued)

New Accounting Standards and Interpretations not yet mandatory or early adopted

The following Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2024. The consolidated entity has not yet completed a detailed review of these, however does not expect any of them to have a material impact on the financial results upon adoption.

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2024. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.

AASB 18 Presentation and Disclosure in Financial Statements

This standard is applicable to annual reporting periods beginning on or after 1 January 2027 and early adoption is permitted. The standard replaces AASB 101 'Presentation of Financial Statements', with many of the original disclosure requirements retained and there will be no impact on the recognition and measurement of items in the financial statements. But the standard will affect presentation and disclosure in the financial statements, including introducing five categories in the statement of profit or loss and other comprehensive income: operating, investing, financing, income taxes and discontinued operations. The standard introduces two mandatory sub‐totals in the statement: 'Operating profit' and 'Profit before financing and income taxes'. There are also new disclosure requirements for 'management‐defined performance measures', such as earnings before interest, taxes, depreciation and amortisation ('EBITDA') or 'adjusted profit'. The standard provides enhanced guidance on grouping of information (aggregation and disaggregation), including whether to present this information in the primary financial statements or in the notes. The consolidated entity will adopt this standard from 1 July 2027 and it is expected that there will be a change to the layout of the statement of profit or loss and other comprehensive income.

Note 3. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Carrying value of goodwill and non‐financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs of disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the consolidated entity is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash‐inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill recognised by the consolidated entity. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed and further explained in note 14.

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future profits and the availability of past losses for use.

25

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 4. Operating segments

Identification of reportable operating segments

The reportable operating segments were previously presented on a geographic basis. Over the past 12 months, the business has transitioned from geographic‐based reporting to reporting results in two operating segments, each focused on different service offerings: Chemical Services and Water Technology. These are presented along with a corporate segment. The 30 June 2023 comparatives have been restated to reflect the changes made for the 30 June 2024 year.

Operating and business segments are reported in a manner consistent with the internal reporting provided to the chief operating decision‐maker. The chief operating decision maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Board of Directors.

Types of products and services

The principal products and services of each of these operating segments are as follows:

Chemical Services Develop, manufacture and supply a range of chemistries and performance solutions that improve operational efficiencies, reduce waste and minimise water consumption across industry.

Water Technologies Specialised water treatment and remediation technologies that remove harmful contaminants from groundwater, surface water and industrial liquid waste allowing water to be recycled or safely discharged to the environment.

Corporate Includes Head Office and group services

Intersegment transactions

Intersegment transactions were made at market rates. Intersegment transactions are eliminated on consolidation.

Intersegment receivables, payables and loans

Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable that earn or incur non‐market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on consolidation.

Major clients

During the year ended 30 June 2024, revenue from 1 client amounted to $45,368,000 (2023: 30,778,000) arising from sales in the Chemical Services segment, and revenue from 1 client amounted to $6,543,000 (2023: $4,850,000) arising from sales in the Water Technologies segment.

No other client contributed 10% or more to the consolidated entity's revenue for both 2024 and 2023.

26

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 4. Operating segments (continued)

Operating segment information

2024
Revenue
Sales to external clients
Intersegment sales
Total sales revenue
Other revenue
Total revenue
EBITDA
Depreciation and amortisation
Finance costs
Profit before income tax expense
Income tax expense
Profit after income tax expense
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities*
Chemical
Water
Services
Technologies
Corporate
$'000
$'000
$'000
86,551
22,541

89

Eliminations
and
adjustments
Total
$'000
$'000


109,092

(89)
Eliminations
and
adjustments
Total
$'000
$'000


109,092

(89)
86,640
22,541



144

(89)
109,092


144
86,640
22,541
144

(89)
109,236
11,952
(335)
(2,848)
75

8,844
(4,092)
(650)
34,612
27,361
10,041
4,102
(1,927)
2,175

72,014
13,811
5,729
2,237
72,014

21,777
21,777
  • this is a non‐IFRS measure, reconciled above to Profit before income tax expense.

27

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 4. Operating segments (continued)

2023
Revenue
Sales to external clients
Intersegment sales
Total sales revenue
Other revenue
Total revenue
EBITDA
Depreciation and amortisation
Finance costs
Loss before income tax expense
Income tax expense
Loss after income tax expense
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities*
Chemical
Water
Services
Technologies
Corporate
$'000
$'000
$'000
77,746
11,972

91

Eliminations
and
adjustments
Total
$'000
$'000


89,718

(91)
Eliminations
and
adjustments
Total
$'000
$'000


89,718

(91)
77,837
11,972



123

(91)
89,718


123
77,837
11,972
123

(91)
89,841
6,379
850
(3,494)
181

3,916
(3,508)
(630)
30,949
25,709
10,716
(222)
(117)
(339)

67,374
10,524
6,421
2,404
67,374

19,349
19,349
  • this is a non‐IFRS measure, reconciled above to Loss before income tax expense.

Note 5. Revenue

Revenue from contracts with customers
Treatment fees and product sales
Other revenue
Rent
Revenue
2024
2023
$'000
$'000
109,092
89,718
144
123
109,236
89,841

28

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 5. Revenue (continued)

Disaggregation of revenue

The disaggregation of revenue from contracts with clients is based on the location of the clients as follows:

Geographical regions
Australia
United States
Asia
Other
Timing of revenue recognition
Goods transferred at a point in time
Services transferred over time
2024
2023
$'000
$'000
45,333
31,918
61,224
55,752
572
1,039
1,963
1,009
109,092
89,718
84,710
76,333
24,382
13,385
109,092
89,718

Accounting policy for treatment fees and product sales

Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand‐alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the client such as discounts, rebates and refunds, any potential bonuses receivable from the client and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.

For design and construction contracts with clients, revenue is recognised over time, typically based on an input method using an estimate of costs incurred to date as a percentage of total estimated costs. These contracts are typically executed on the customer’s site so they control the assets as they are being built. Differences between amounts recognised as revenue and amounts billed to customers are recognised as contract assets or liabilities in the Statement of Financial Position.

The measurement of revenue is an area of accounting judgement. Management uses judgement to estimate:

  • (i) Progress in satisfying the performance obligations within the contract, which includes estimating contract costs expected to be incurred to satisfy performance obligations

  • (ii) The probability of the amount to be recognised as variable consideration for approved variations and claims where the final price has not been agreed with the customer.

Revenue is invoiced based on the terms of each individual contract, which may include a periodic billing schedule or achievement of specific milestones.

Any warranties associated with contracts, that give rise to financial obligation, are recorded as provisions.

29

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 6. Expenses

Profit/(loss) before income tax includes the following specific expenses:
Finance costs
Interest and finance charges paid/payable on lease liabilities
Interest paid/payable on amount due to the vendors of Haldon Industries
Interest on insurance premium funding and other finance costs
Unwinding of the discount on provisions
Finance costs expensed
Superannuation expense
Defined contribution superannuation expense
Note 7. Income tax

Income tax expense
Current tax
Deferred tax ‐ origination and reversal of temporary differences
Aggregate income tax expense
Deferred tax included in income tax expense comprises:
Decrease/(increase) in deferred tax assets
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit/(loss) before income tax expense
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non‐deductible expenses
Tax losses not recognised
Current year temporary differences not recognised
Difference in overseas tax rates
Prior year adjustment
Income tax expense
2024
2023
$'000
$'000
349
347
287

14
7

276
650
630
993
739
2024
2023
$'000
$'000
1,905
686
22
(569)
1,927
117
22
(569)
4,102
(222)
1,231
(67)
262
195
1,493
128
1,139

89

(794)
(433)

422
1,927
117

30

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 7. Income tax (continued)

Amounts (credited)/charged directly to equity
Deferred tax (credit)/expense
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit
2024
2023
$'000
$'000

(346)
55,167
53,200
16,440
15,960

Management has recognised prior year tax losses in the amounts included above and are in the process of assessing the availability of other historical tax losses.

Tax losses will only be recognised and obtained if it is probable:

  • (i) the consolidated entity will derive future assessable income of a nature and an amount sufficient to enable the benefit from the deductions for the losses and temporary difference to be realised;

  • (ii) the consolidated entity complies with the conditions for deductibility imposed by the tax legislation such as continuity of ownership and same business test; and

  • (iii) no changes in tax legislation adversely affect the consolidated entity in realising the benefit from deductions for the losses and temporary differences.

Deferred tax asset
The net deferred tax asset comprises temporary differences attributable to:
Breakdown of closing deferred tax balances:
Tax losses
Employee benefits
Accrued expenses
Share issue costs
Property, plant and equipment
Prepayments
Customer contracts
Trademark and intellectual property
Deferred tax asset
Movements:
Opening balance
Credited/(charged) to profit or loss
Credited to other comprehensive income
Closing balance

Provision for income tax
Provision for income tax
2024
2023
$'000
$'000
4,758
4,758
136
136
598
598
172
172
(144)
(122)
(144)
(144)
(569)
(569)
(694)
(694)
4,113
4,135
4,135
3,505
(22)
569

61
4,113
4,135
2024
2023
$'000
$'000
570

31

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 7. Income tax (continued)

Accounting policy for income tax

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

SciDev Limited (the 'head entity') and its wholly‐owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group.

In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group.

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity.

Note 8. Cash and cash equivalents

Current assets
Cash at bank
Cash on deposit
2024
2023
$'000
$'000
9,375
7,682
50
50
9,425
7,732

Note 9. Trade and other receivables

Current assets
Trade receivables
Other receivables
Non‐current assets
Other receivables
2024
2023
$'000
$'000
7,355
7,263

203
7,355
7,466

312
7,355
7,778

32

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 9. Trade and other receivables (continued)

Accounting policy for trade and other receivables

The consolidated entity calculates its expected credit losses (ECL) based on the consolidated entity's historical credit loss experience, adjusted for forward‐looking factors specific to its receivables and the economic environment.

The consolidated entity does not have any history of impairment of its trade receivables. The consolidated entity transacts with a limited number of established clients and operates under strict credit policies approved by the Board of Directors.

No impairment loss has been recognised for trade receivables.

Note 10. Contract assets

Current assets
Contract assets
Non‐current assets
Contract assets
2024
2023
$'000
$'000
4,930
601
157
5,087
601

Differences between amounts recognised as revenue and amounts billed to customers are recognised as contract assets. The change in the balance at 30 June 2024 can be largely attributed to the timing of project completion in the Chemical Services segment.

Note 11. Inventories

Current assets
Stock in transit ‐ at cost
Stock on hand ‐ at cost
2024
2023
$'000
$'000
916
1,076
6,613
5,854
7,529
6,930

Accounting policy for inventories

Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable.

Stock on hand is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable.

Cost is based on the weighted average cost principle including expenditure incurred in acquiring the inventories and bringing them to their existing condition and location. In the case of manufactured inventories, cost includes an appropriate share of production overheads.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. No inventory on hand at 30 June 2024 is being recorded at net realisable value.

33

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 12. Financial assets at fair value through other comprehensive income

Non‐current assets
Unlisted equity securities
Listed equity securities
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening fair value
Revaluation (decrements)/increments recognised in profit or loss
Revaluation increments/(decrements) recognised in other comprehensive income
Closing fair value

Refer to note 24 for further information on fair value measurement.
2024
2023
$'000
$'000
3
3
449
408
452
411
411
1,730

(164)
41
(1,155)
452
411

Note 13. Property, plant and equipment

Non‐current assets
Office buildings and warehouses ‐ at cost
Less: Accumulated depreciation
Plant and equipment ‐ at cost
Less: Accumulated depreciation
Motor vehicles ‐ at cost
Less: Accumulated depreciation
Office equipment ‐ at cost
Less: Accumulated depreciation
2024
2023
$'000
$'000
2,970
2,819
(1,285)
(518)
1,685
2,301
15,368
13,661
(6,942)
(4,679)
8,426
8,982
1,879
1,553
(748)
(426)
1,131
1,127
456
390
(184)
(73)
272
317
11,514
12,727

34

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 13. Property, plant and equipment (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Balance at 1 July 2022
Additions
Disposals
Lease termination
Exchange differences
Transfer
Adjustments
Recognition of right‐of‐use assets
Depreciation expense
Balance at 30 June 2023
Additions
Disposals
Lease termination
Write offs
Exchange differences
Rent adjustments
Recognition of right‐of‐use assets
Depreciation expense
Balance at 30 June 2024
Office
buildings and
warehouses
Plant and
equipment
Motor
vehicles
Office
equipment
Total
$'000
$'000
$'000
$'000
$'000
124
6,966
676
6
7,772

3,756

357
4,113

(36)


(36)
(91)



(91)
22
12
4

38
(3)
3





(31)

(31)
2,819
202
728

3,749
(570)
(1,921)
(250)
(46)
(2,787)
2,301
8,982
1,127
317
12,727

1,878
58
66
2,002

(136)


(136)


(63)

(63)

(5)
(6)

(11)

4


4
154
7
11

172


364

364
(770)
(2,304)
(360)
(111)
(3,545)
1,685
8,426
1,131
272
11,514

35

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 13. Property, plant and equipment (continued)

Included in the above line items are right‐of‐use assets over the following:

Balance at 1 July 2022
Recognition of right‐of‐use asset
Exchange differences
Disposals
Transfers*
Lease termination
Adjustments
Depreciation expense
Balance at 30 June 2023
Recognition of right‐of‐use asset
Exchange differences
Lease termination
Rent adjustments
Depreciation expense
Balance at 30 June 2024
Office
buildings and
warehouses
Plant and
equipment
Motor
vehicles
Total
$ $ $ $ 124
4,067
233
4,424
2,819
202
728
3,749
22
(11)
6
17

(7)

(7)
(3)
(2,895)

(2,898)
(91)


(91)


(31)
(31)
(570)
(1,047)
(141)
(1,758)
2,301
309
795
3,405


364
364

2

2


(63)
(63)
154
7
11
172
(770)
(197)
(247)
(1,214)
1,685
121
860
2,666
  • Included within right‐of‐use plant and equipment transfers is the recognition of owned assets formerly held under an equipment lease. The lease was initiated as part of the business acquisition from Haldon Industries in May 2021 and ended on 30 June 2023.

Accounting policy for property, plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Right‐of‐use assets are measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. The consolidated entity has elected not to recognise a right‐of‐use asset and corresponding lease liability for short‐term leases with terms of 12 months or less and leases of low‐value assets. Lease payments of $1,769,000 on short‐term and low value leases were expensed to profit or loss as incurred (2023: $980,000).

Depreciation is calculated on a straight‐line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows:

Plant and equipment 4‐7.5 years Office buildings and warehouses (leasehold improvements) Lease term of 3‐5 years Motor vehicles 4‐5 years Office equipment 2‐5 years

Right‐of‐use assets are depreciated on a straight‐line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right‐of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

36

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 14. Intangibles

Non‐current assets
Goodwill ‐ at cost
Trademarks and intellectual property ‐ at cost
Less: Accumulated amortisation
Customer contracts ‐ at cost
Less: Accumulated amortisation
2024
2023
$'000
$'000
20,833
20,861
3,729
3,729
(1,087)
(865)
2,642
2,864
2,600
2,600
(1,028)
(703)
1,572
1,897
25,047
25,622

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Balance at 1 July 2022
Additions
Exchange differences
Write off of assets
Amortisation expense
Balance at 30 June 2023
Additions
Exchange differences
Write off of assets
Amortisation expense
Balance at 30 June 2024
Goodwill
Trademarks
and
intellectual
property
Customer
contracts
Total
$'000
$'000
$'000
$'000
20,576
3,077
2,221
25,874

179

179
285
7

292

(2)

(2)

(397)
(324)
(721)
20,861
2,864
1,897
25,622

63

63
(28)
(1)

(29)

(62)

(62)

(222)
(325)
(547)
20,833
2,642
1,572
25,047

Impairment testing for goodwill

The recoverable amount of the consolidated entity's goodwill has been determined by a value‐in‐use calculation using a discounted cash flow model, based on a 1 year projection period approved by the Directors and extrapolated for a further 4 years (within the company's 5‐year plan) using variable rates, together with a terminal value.

Goodwill is monitored by management at the following level:

Chemical Services ‐ Mining and Construction
Chemical Services ‐ Energy
Water Technologies
2024
2023
$'000
$'000
3,002
3,002
7,777
7,805
10,054
10,054
20,833
20,861

37

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 14. Intangibles (continued)

Key assumptions are those to which the recoverable amount of an asset or cash‐generating units is most sensitive.

Key assumptions in the discounted cashflow model for the Chemical Services ‐ Mining and Construction CGU (measured by value‐in‐use) include:

  • (a) Post‐tax discount rate of 14% (2023: 14%) per annum;

  • (b) Average revenue growth over the five‐year period of 14% (2023: 12%);

  • (c) Average increase in gross margin over the five‐year period of 10% (2023: 14%); and

  • (d) Average increase in operating expenses over the five‐year period of 6% (2023: 12%).

Key assumptions in the discounted cashflow model for the Chemical Services ‐ Energy CGU (measured by value‐in‐use) include:

  • (a) Post‐tax discount rate of 14% (2023: 14%) per annum;

  • (b) Average revenue increase over the five‐year period of 18% (2023: decline of 2%);

  • (c) Average increase in gross margin over the five‐year period of 16% (2023: decline of 6%); and

  • (d) Average increase in operating expenses over the five‐year period of 21% (2023: decline of 1%).

Key assumptions in the discounted cashflow model for the Water Technologies CGU (measured by value‐in‐use) include:

  • (a) Post‐tax discount rate of 14% (2023: 14%) per annum;

  • (b) Average revenue growth over the five‐year period of 16% (2023: 34%);

  • (c) Average increase in gross margin over the five‐year period of 27% (2023: 29%); and

  • (d) Average increase in operating expenses over the five year period of 6% (2023: 10%).

The discount rate reflects management’s estimate of the time value of money and the weighted average cost of capital, the risk free rate and the volatility of the share price relative to market movements.

Management believes the projected revenue growth rate is prudent and justified, based on management's expectations of the business development pipeline for each CGU.

The budgeted gross margin is based on past performance and management's expectations for the future.

Management has budgeted for operating costs based on the current structure of each CGU, adjusting for inflationary increases but not reflecting any future restructurings or cost saving measures.

Sensitivity to change of assumptions:

Increases in discount rates or changes in other key assumptions, may cause the recoverable amount to fall below carrying values. The Water CGU is sensitive to changes in key assumptions. The CGU carrying value would be breakeven with the recoverable value under the following scenarios ‐ revenue growth reduction of 15% from forecast, a 3% reduction in gross margin from forecast, or a 3% increase in the WACC.

Based on current economic conditions and CGU performances, there are no reasonably possible changes to key assumptions used in the determination of CGU recoverable amounts that would result in a material impairment to the consolidated entity.

Accounting policy for intangible assets

Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.

38

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 14. Intangibles (continued)

Goodwill

Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.

Trademarks and intellectual property

Significant costs associated with trademarks and intellectual property are deferred and amortised on a straight‐line basis over the period of their expected benefit, being their finite life of between 10 and 20 years.

Customer contracts

Customer contracts acquired in a business combination are amortised on a straight‐line basis over the period of their expected benefit, being their finite life of 8 years.

Note 15. Trade and other payables

Current liabilities
Trade payables and accruals
Payable to the vendors of Haldon Industries*
2024
2023
$'000
$'000
15,031
11,150

3,620
15,031
14,770
  • The payable to Haldon Industries represents the balance of consideration owed to Haldon Industries, a related party.

Refer to note 23 for further information on financial instruments.

Accounting policy for trade and other payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short‐term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Note 16. Contract liabilities

2024 2023
$'000 $'000
Current liabilities
Unearned revenue 395 648

Unsatisfied performance obligations

Performance obligations of contract liability balance of $648,000 recognised as at 30 June 2023 were satisfied during the current year. $648,000 was recognised as revenue in the reporting period.

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $395,000 as at 30 June 2024 ($648,000 as at 30 June 2023) and is expected to be recognised as revenue in future periods as follows:

2024 2023
$'000 $'000
Within 6 months 395 648

39

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 17. Lease liabilities

Current liabilities
Lease liability ‐ land and buildings
Lease liability ‐ motor vehicles
Lease liability ‐ equipment
Non‐current liabilities
Lease liability ‐ land and buildings
Lease liability ‐ motor vehicles
Lease liability ‐ equipment
2024
2023
$'000
$'000
805
684
254
200
107
180
1,166
1,064
1,042
1,714
582
578
15
123
1,639
2,415
2,805
3,479

Refer to note 23 for further information on financial instruments.

Land and buildings:

The consolidated entity has leases for warehouses and offices. Rental contracts are typically made for a fixed period of 3 ‐ 5 years with options to extend. With the exception of short‐term leases and leases of low‐value underlying assets, each lease is reflected on the statement of financial position. The consolidated entity classifies its right‐of‐use assets in a consistent manner to its property, plant and equipment. Where relevant, most extension options have been included in the lease liability.

Motor vehicles:

The consolidated entity leases motor vehicles under finance lease and hire purchase. The leases are secured over the individual motor vehicles that the lease relates to.

Equipment:

The consolidated entity leased water treatment equipment under a lease from Haldon Industries Pty Limited that expired on 30 June 2023. On that date, following payment of $1 consideration, the legal and beneficial title of the asset was transferred to SciDev Limited. The lease was secured over the individual asset the lease related to. See Related Party Transactions note 29 for further details.

In addition, there are other leases for vehicles and equipment that extend beyond 30 June 2024.

Set out below are the carrying amounts of lease liabilities and the movements during the period:

Balance at 1 July
Additions
Lease termination
Payments
Exchange differences
Disposal
Rental adjustment
Balance at 30 June
2024
2023
$'000
$'000
3,479
2,895
364
3,749
(75)
(115)
(1,065)
(3,012)
(70)
(14)

(8)
172
(16)
2,805
3,479

40

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 18. Employee benefits

Current liabilities
Annual leave
Long service leave
Note 19. Interest bearing liabilities

Current liabilities
Payable to vendors of Haldon Industries
2024
2023
$'000
$'000
633
449
23
3
656
452
2024
2023
$'000
$'000
2,320

The payable to Haldon Industries represents the balance of consideration owed to Haldon Industries, a related party, and accrues interest at 12% per annum.

Refer to note 23 for further information on financial instruments.

Note 20. Issued capital

2024 2023 2024 2023
Shares Shares $'000 $'000
Ordinary shares ‐ fully paid 189,853,077 189,853,077 119,489 119,489

Movements in ordinary share capital

Details
Date
Balance
1 July 2022
Options exercised
12 July 2022
Options exercised
19 July 2022
Options exercised
22 July 2022
Options exercised
22 July 2022
Shares issued to employee under ESS
1 December 2022
Balance
30 June 2023
Balance
30 June 2024
Shares
Issue price
187,906,234
800,000
$0.100
250,000
$0.120
200,000
$0.100
475,000
$0.120
221,843
$0.290
189,853,077
189,853,077
$'000
119,237

80

30

20

57

65
119,489
119,489

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

41

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 20. Issued capital (continued)

Capital risk management

The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings and lease liabilities (current and non‐current) less cash and cash equivalents.

In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current company's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.

There are no externally imposed capital requirements.

The capital risk management policy remains unchanged from the 2023 Annual Report.

The consolidated entity monitors capital on the basis of its working capital position (i.e. liquidity risk). The net working capital (current assets less current liabilities) of the consolidated entity at 30 June 2024 was $9,902,000 (2023: $6,606,000).

Note 21. Reserves

Financial assets at fair value through other comprehensive income reserve
Foreign currency reserve
Share‐based payments reserve
2024
2023
$'000
$'000
(1,051)
(1,092)
(221)
(117)
515
415
(757)
(794)

Financial assets at fair value through other comprehensive income (FVOCI) reserve

The reserve is used to recognise increments and decrements in the fair value of financial assets at fair value through other comprehensive income.

Foreign currency reserve

The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.

Share‐based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

42

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 21. Reserves (continued)

Movements in reserves

Movements in each class of reserve during the current and previous financial year are set out below:

Balance at 1 July 2022
Revaluation ‐ gross
Deferred tax
Foreign currency translation
Balance at 30 June 2023
Revaluation ‐ gross
Foreign currency translation
Share‐based payments
Balance at 30 June 2024
Financial assets
at FVOCI
Foreign
currency
Share‐based
payments
reserve
reserve
reserve
Total
$'000
$'000
$'000
$'000
2
(486)
415
(69)
(1,155)


(1,155)
61


61

369

369
(1,092)
(117)
415
(794)
41


41

(104)

(104)


100
100
(1,051)
(221)
515
(757)

Note 22. Dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Note 23. Financial instruments

Financial risk management objectives

The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity does not enter into or trade financial instruments, including derivative financial instruments for speculative purposes.

Risk management is carried out by company management and the Board of Directors. Financial risks are identified and evaluated and where considered necessary strategies are put in place to investigate and/or minimise such risks.

Market risk

Foreign currency risk

Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency. The consolidated entity has not entered into any foreign currency hedging contracts during the year.

The carrying amount in AUD of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows:

Assets ‐ cash ‐ US dollars
Assets ‐ receivables ‐ US dollars
Liabilities ‐ US dollars
Net liabilities denominated in foreign currencies
2024
2023
$'000
$'000
49
48
597
410
(2,460)
(2,109)
(1,814)
(1,651)

43

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 23. Financial instruments (continued)

The following table shows how profit or loss and equity would have been affected by changes in USD that were reasonably possible at the reporting date. The percentage change is the expected overall volatility of the USD, which is based on management's assessment of reasonable possible fluctuations taking into consideration movements over the last 12 months each year and the spot rate at each reporting date.

AUD strengthened
2024
% change
Effect on
profit before
tax
$'000
Effect on
equity
$'000
% change
US Dollar
10%
181
181
10%

AUD strengthened
2023
% change
Effect on
profit before
tax
$'000
Effect on
equity
$'000
% change
US Dollar
10%
150
150
10%
AUD weakened
Effect on
profit before
tax
$'000
Effect on
equity
$'000

(181)
(181)
AUD weakened
Effect on
profit before
tax
$'000
Effect on
equity
$'000

(183)
(183)

The actual foreign exchange loss for the year ended 30 June 2024 was $20,000 (2023 loss: $194,000).

Price risk

SciDev Limited is exposed to equity price risk arising from its investment in R3D Resources Limited (R3D). A 1c (2023: 1c) change in the share price results in a $135,890 (2023: $135,890) change in the value of the investment in R3D.

Interest rate risk

The consolidated entity was exposed to variable interest rate risks on cash deposits. A reasonably possible increase of 175 basis points (2023: 175 basis points) in interest rates at the reporting date would have increased the profit before tax by $165,000 (2023: $135,000). The percentage change is based on the expected volatility of interest rates using market data and analysts' forecasts.

As at the reporting date, the consolidated entity had the following deposits:

2024 2023
Weighted Weighted
average average
interest rate Balance interest rate Balance
% $'000 % $'000
Cash at bank and on deposit 9,425 7,732
Net exposure to cash flow interest rate risk 9,425 7,732

An analysis by remaining contractual maturities in shown in 'liquidity and interest rate risk management' below.

Credit risk

The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all clients of the consolidated entity based on recent sales experience, historical collection rates and forward‐looking information that is available. There was no expected credit loss provision at 30 June 2024 and 30 June 2023 and there were no movements in the provision during the 2023 financial year as there were no changes in the credit risk of clients. There were no debts written off during the 2024 financial year (2023: nil).

44

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 23. Financial instruments (continued)

Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year.

The consolidated entity evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. There is no significant concentration of credit risk to any single entity. At the reporting date, the maximum exposure to credit risk for 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. There is no trade debtor or other receivable amount where collateral has been received as security or pledged.

Liquidity risk

Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) to be able to pay debts as and when they become due and payable.

The consolidated entity manages liquidity risk by maintaining adequate cash reserves, continuously monitoring actual and forecast cash flows, and by matching the maturity profiles of financial assets and liabilities.

Remaining contractual maturities

The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

2024
Non‐interest bearing
Trade payables and other payables
Interest‐bearing ‐ fixed rate
Lease liability
Interest bearing liabilities
Total non‐derivatives

2023
Non‐interest bearing
Trade payables and other payables
Interest‐bearing ‐ fixed rate
Lease liability
Total non‐derivatives
1 year or less
Between
1 and 2
years
Between
2 and 5
years
Over 5 years
Remaining
contractual
maturities
$'000
$'000
$'000
$'000
$'000
15,031



15,031
1,402
1,095
598

3,095
2,320



2,320
18,753
1,095
598

20,446
1 year or less
Between
1 and 2
years
Between
2 and 5
years
Over 5 years
Remaining
contractual
maturities
$'000
$'000
$'000
$'000
$'000
14,770



14,770
1,366
1,280
1,443
26
4,115
16,136
1,280
1,443
26
18,885

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

45

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 24. Fair value measurement

Fair value hierarchy

The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Unobservable inputs for the asset or liability. Other than the assets and liabilities included in the table below, other financial assets and liabilities are short term in nature and as such the carrying value approximates fair value.

2024
Assets
Equity securities ‐ listed
Equity securities ‐ unlisted
Total assets

2023
Assets
Equity securities ‐ listed
Equity securities ‐ unlisted
Total assets
Level 1
Level 2
Level 3
Total
$'000
$'000
$'000
$'000
449


449

3

3
449
3

452
Level 1
Level 2
Level 3
Total
$'000
$'000
$'000
$'000
408


408

3

3
408
3

411

Management assessed that the fair values of cash and short‐term deposits, trade receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short‐term maturities of these instruments.

Transfers between levels 1 and 2

There were no transfers between levels during the financial year.

Valuation techniques for fair value measurements categorised within level 2

The fair value of equity securities that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity‐specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Note 25. Key management personnel disclosures

Compensation

The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:

Short‐term employment benefits
Post‐employment benefits
Share‐based payments
2024
2023
$
$
1,345,943
1,187,863
87,248
82,819
99,999
1,533,190
1,270,682

46

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 26. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Ernst & Young, the auditor of the company:

Audit services ‐ Ernst & Young
Audit or review of the financial statements
Other services ‐ Ernst & Young
Tax compliance services
2024
2023
$
$
271,420
293,360
22,301
23,949
293,721
317,309

Note 27. Contingent liabilities

The consolidated entity did not have any contingent liabilities as at 30 June 2024 and 30 June 2023.

Note 28. Commitments

The consolidated entity did not have any commitments as at 30 June 2024 and 30 June 2023.

Note 29. Related party transactions

Parent entity

SciDev Limited is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 31.

Key management personnel

Disclosures relating to key management personnel are set out in note 25 and the remuneration report included in the directors' report.

Transactions with related parties

Details of transactions between the consolidated entity and related parties are disclosed below:

2024 2023
$ $
Payment for other expenses:
Interest payments to entity associated with key management personnel 287,207
Other transactions:
Consideration paid to entity associated with key management personnel 1,300,000 3,620,000
Lease payment to entity associated with key management personnel 2,308,000

Seán Halpin, CEO is also a director of Haldon Industries Pty Limited (HIPL). On 12 May 2021, SciDev Limited acquired the assets and business of Haldon Industries Limited. In relation to that transaction, during the financial year 2024, SciDev Limited paid consideration of $1,300,000. In 2023, SciDev Limited paid a contingent consideration of $3,620,000, lease payments of $2,308,000 and cash on settlement of $879,685 to HIPL.

Receivable from and payable to related parties

As at 30 June 2024, SciDev has a payable balance of $2,320,000 to HIPL (2023: $3,620,000). There is also a trading balance owing by SciDev to HIPL of $77,940 at 30 June 2024 (2023: $355,940).

47

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 30. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Loss after income tax
Other comprehensive income/(loss) for the year, net of tax
Total comprehensive loss

Statement of financial position

Total current assets
Total non‐current assets
Total assets
Total current liabilities
Total non‐current liabilities
Total liabilities
Net assets
Equity
Issued capital
Financial assets at fair value through other comprehensive income reserve
Share‐based payments reserve
Accumulated losses
Total equity
Parent
2024
2023
$'000
$'000
(3,621)
(3,377)
41
(1,094)
(3,580)
(4,471)
Parent
2024
2023
$'000
$'000
377
687
40,072
43,407
40,449
44,094
1,605
1,313
634
1,091
2,239
2,404
38,210
41,690
119,796
119,796
(1,051)
(1,092)
515
415
(81,050)
(77,429)
38,210
41,690

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

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2024 and 30 June 2023, other than under the terms of the acquisition of the Haldon business by SciDev Water Services Pty Limited (SWSPL). The parent entity irrevocably and unconditionally guarantees the due and punctual performance of SWSPL's present and future obligations and the payment of all present and future liabilities of SWSPL under that acquisition agreement.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.

Capital commitments ‐ Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.

48

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 31. Interests in subsidiaries and joint ventures

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries and joint ventures:

Ownership interest
Principal place of business / 2024 2023
Name Country of incorporation % %
Subsidiaries
SciDev Developments Pty Ltd Australia 100% 100%
SciDev Water Services Pty Ltd Australia 100% 100%
Science Developments (NSW) Pty Ltd Australia 100% 100%
SciDev (NT Operations) Pty Ltd(1) Australia 100%
Intec Copper Pty Ltd Australia 100% 100%
Intec Envirometals Pty Ltd Australia 100% 100%
SciDev International Holdings Pty Ltd Australia 100% 100%
SciDev (US) LLC(2) United States 100% 100%
SciDev Energy Services Inc(3) United States 100% 100%
SciDev Ltd United Kingdom 100% 100%
SciDev Canada Ltd(1) Canada 100%
Joint ventures
Nuoer SciDev Pte. Ltd.(1) Singapore 50%
  • (1) Incorporated during the year ended 30 June 2024.

  • (2) SciDev (US) LLC is a wholly‐owned subsidiary of SciDev International Holdings Pty Ltd.

  • (3) SciDev Energy Services Inc is a wholly‐owned subsidiary of SciDev (US) LLC.

Note 32. Events after the reporting period

On 23 August 2024, SciDev Limited executed a finance facility for $10m with Westpac Limited. The package comprises of a revolving business loan facility for $5m to provide working capital flexibility, a $2m equipment finance facility and up to $3m amortising and non‐revolving facility.

No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

49

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 33. Cash flow information

Reconciliation of profit/(loss) after income tax to net cash from operating activities

Profit/(loss) after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Net gain on lease termination
Share‐based payments
Write off of assets
Net loss on disposal of non‐current assets
Net fair value loss on other financial assets
Other expenses ‐ non‐cash
Expenses settled by the issue of shares
Finance costs ‐ non‐cash
Foreign currency differences
Change in operating assets and liabilities:
Decrease in trade and other receivables
Increase in contract assets
Decrease/(increase) in inventories
Decrease/(increase) in income tax refund due
Decrease/(increase) in deferred tax assets
Decrease/(increase) in prepayments
Increase in other operating assets
Increase in trade and other payables
Increase/(decrease) in contract liabilities
Increase in provision for income tax
Increase in employee benefits
Decrease in other provisions
Net cash from operating activities

Non‐cash investing and financing activities

Shares issued for services rendered by consultant
Additions to right‐of‐use assets

Changes in liabilities arising from financing activities
2024
2023
$'000
$'000
2,175
(339)
4,092
3,508
(12)
(24)
100

73
17
13
28

164

11

65
287
277
(136)
(48)
423
2,490
(4,486)
(601)
(599)
416
175
(175)
22
(569)
94
(194)
(143)

3,881
2,983
(253)
406
570

204
20

(3,621)
6,480
4,814
2024
2023
$'000
$'000

65
364
3,749
2024
2023
$'000
$'000
2,175
(339)
Refer to note 17 for changes in lease liabilities.
Note 34. Earnings per share

Profit/(loss) after income tax attributable to the owners of SciDev Limited

50

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 34. Earnings per share (continued)

Weighted average number of ordinary shares used in calculating basic earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per share

Basic earnings/(loss) per share
Diluted earnings/(loss) per share
Number
Number
189,853,077 189,684,812
189,853,077 189,684,812
Cents
Cents
1.15
(0.18)
1.13
(0.18)

Note 35. Share‐based payments

(a) Options

There were no options granted or exercised during the financial year ended 30 June 2024. As of 30 June 2024, there are no options on issue.

The following information relates to options that were on issue during the 2023 Financial Year.

Employee Share Scheme

Share‐based compensation benefits are provided to employees via the SciDev Employee Share Scheme.

At the 2014 Annual General Meeting, shareholders approved the SciDev Employee Share Scheme (the Scheme). All Directors, employees and consultants are eligible to participate in the Scheme. Options granted under the Scheme to eligible participants are for no additional consideration. Options granted under the Scheme carry no dividend or voting rights. The granting of options is at the Board’s discretion and no individual has a contractual right to receive options.

On 16 May 2019 and approved by shareholders on 23 July 2019, the Nomination & Remuneration Committee recommended, and the Board approved that the Company granted 5,200,000 unquoted options, 2,000,000 options have an exercise price of $0.10 and 3,200,000 options have an exercise price of $0.12. All options had an expiry date of 23 July 2022. As noted below, the Managing Director & Chief Executive Officer was ultimately issued 1,600,000 options at an exercise price of $0.10, being less than his contracted entitlement (2,500,000), and less than approved by Shareholders approval (2,000,000), as a result of his voluntary allocation to other executives and new staff.

On 16 May 2019, the company granted 2,150,000 unquoted options to executives and staff (not Directors). 1,750,000 had an exercise price of $0.12 and 400,000 had an exercise price of $0.10. All options had an expiry date of 23 July 2022. The first tranche of 1,075,000 options were not subject to any vesting conditions and vested on grant date and the second tranche of 1,075,000 options were subject to a service vesting condition. The value of the options granted was $46,500.

On 23 July 2019, following the 16 May 2019 Board approval, the company held a General Meeting which approved the grant of 2,750,000 unquoted options to Directors. All options had an expiry date of 23 July 2022. The Managing Director was granted 1,600,000 options. The options granted to the Managing Director had an exercise price of $0.10. The Non‐ executive Directors were granted 1,150,000 options which had an exercise price of $0.12 and which vested on grant date. The value of the options granted to the Directors was $366,500.

On 3 February 2020, the company granted 150,000 unquoted options to the Chief Financial Officer. The options had an exercise price of $0.12 and an expiry date of 23 July 2022. The first tranche of 75,000 options were not subject to any vesting conditions and vested on grant date and the second tranche of 75,000 options were subject to a service vesting condition. The value of the options granted was $93,000.

51

SciDev Limited Notes to the consolidated financial statements 30 June 2024

Note 35. Share‐based payments (continued)

On 11 November 2019, the company granted 150,000 unquoted options to an employee. The options had an exercise price of $0.12 and an expiry date of 23 July 2022. The first tranche of 75,000 options were not subject to any vesting conditions and vested on grant date and the second tranche of 75,000 options were subject to a service vesting condition. The value of the options granted was $84,000.

Set out below are summaries of options on issue during the 2023 Financial Year:

2023

Exercise
Grant date
Expiry date
price
16/05/2019
23/07/2022
$0.100
16/05/2019
23/07/2022
$0.120
23/07/2019
23/07/2022
$0.100
23/07/2019
23/07/2022
$0.120
11/11/2019
23/07/2022
$0.120

Weighted average exercise price
Balance at
Expired/
Balance at
the start of
forfeited/
the end of
the year
Granted
Exercised
other
the year

400,000

(200,000)
(200,000)


600,000

(400,000)
(200,000)


800,000

(800,000)



250,000

(250,000)



75,000

(75,000)

2,125,000

(1,725,000)
(400,000)
$0.109
$0.000
$0.108
$0.110
$0.000

The weighted average share price at the date of exercise of options exercised during the year ended 30 June 2023 was $0.21.

(b) Performance rights

SciDev will formally approve the issuance of 2,234,636 performance rights in relation to the FY24 Long Term Incentive Plan on 28 August 2024. These rights vest based on a three‐year service period as well as an EPS target and will only vest if the EPS hurdle and the service conditions have been met. The vesting measurement period is from 1 July 2023 – 30 June 2026.

The company granted performance rights to nominated employees on 15 December 2020 and 26 May 2021. The vesting of any performance rights had non‐market conditions assigned to each individual based on their business unit, an employment condition and a single market condition of the company share price of $2.00 per share for 10 consecutive days. The performance rights granted on 15 December 2020 and 26 May 2021 vested on 30 June 2022 and 31 October 2022 respectively.

Set out below are summaries of performance rights granted under the plan:

2023

Exercise
Grant date
Expiry date
price
15/12/2020
31/10/2022
$0.000
Balance at
Expired/
Balance at
the start of
forfeited/
the end of
the year
Granted
Exercised
other
the year

1,408,399


(1,408,399)
1,408,399


(1,408,399)

(c) Expenses arising from share‐based payment transactions

The total expense arising from share‐based payment transactions recognised during the period as part of employee benefits expense was $99,999 (2023: $65,000).

52

SciDev Limited Consolidated entity disclosure statement As at 30 June 2024

Basis of preparation

The Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001. It includes certain information for each entity that was part of the consolidated entity at the end of the financial year.

Determination of tax residency

Section 295 (3A) of the Corporation Acts 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997 . The determination of tax residency involves judgment as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency.

In determining tax residency, the consolidated entity has applied the following interpretations:

(a) Australian tax residency

The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5.

(b) Foreign tax residency

Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining tax residency and ensure compliance with applicable foreign tax legislation.

Place formed / Ownership
Country of interest
Entity name Entity type incorporation % Tax residency
SciDev Ltd (parent entity) Body corporate Australia Australia
SciDev Developments Pty Ltd Body corporate Australia 100% Australia
SciDev Water Services Pty Ltd Body corporate Australia 100% Australia
Science Developments (NSW) Pty Ltd Body corporate Australia 100% Australia
SciDev (NT Operations) Pty Ltd Body corporate Australia 100% Australia
Intec Copper Pty Ltd Body corporate Australia 100% Australia
Intec Envirometals Pty Ltd Body corporate Australia 100% Australia
SciDev International Holdings Pty Ltd Body corporate Australia 100% Australia
SciDev (US) LLC Body corporate United States 100% United States
SciDev Energy Services Inc Body corporate United States 100% United States
SciDev Ltd Body corporate United Kingdom 100% United Kingdom
SciDev Canada Ltd Body corporate Canada 100% Canada
Nuoer SciDev JV Pte. Ltd. Body corporate Singapore 50% Singapore

53

SciDev Limited Directors' declaration 30 June 2024

In the directors' opinion:

  • the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;

  • the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2024 and of its performance for the financial year ended on that date;

  • there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and

  • the information disclosed in the attached consolidated entity disclosure statement is true and correct.

The directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

_________ Vaughan Busby Chairman 28 August 2024 Sydney

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SciDev Limited Independent auditor's report to the members of SciDev Limited

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SciDev Limited Independent auditor's report to the members of SciDev Limited

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SciDev Limited Independent auditor's report to the members of SciDev Limited

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SciDev Limited Independent auditor's report to the members of SciDev Limited

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SciDev Limited Independent auditor's report to the members of SciDev Limited

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SciDev Limited Corporate directory 30 June 2024

Directors Vaughan Busby ‐ Non‐executive Chairman
Simone Watt ‐ Non‐executive Director
Jon Gourlay ‐ Non‐executive Director
Dan O'Toole ‐ Non‐executive Director
Michael Utsler ‐ Non‐executive Director

Company secretary
Heath L Roberts

Registered office
Level 8
210 George Street, Sydney
NSW 2000
Phone: 1300 737 760

Principal place of business
Unit 1
8 Turbo Road
Kings Park
NSW 2148
Phone: (02) 9622 5185

Share register
Boardroom Pty Limited
Level 8
210 George Street, Sydney
NSW 2000
Phone: 1300 737 760

Auditor
Ernst & Young
200 George Street
Sydney
NSW 2000

Stock exchange listing
SciDev Limited shares are listed on the Australian Securities Exchange (ASX code:
SDV)

Website
www.scidevltd.com

Corporate governance statement
www.scidevltd.com/governance

60