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SILEX SYSTEMS LIMITED Annual Report 2007

Sep 26, 2007

65815_rns_2007-09-26_175e772a-e670-463e-bf4d-823c4d9a1546.pdf

Annual Report

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Silex Systems Limited & its controlled entities ABN 69 003 372 067

Financial Statements for the year ended 30 June 2007

Company Directory Directors Mr B S Patterson – Chairman Dr M P Goldsworthy – Managing Director/CEO Mr C D Wilks Dr C S Goldschmidt Mr R P Campbell

Audit Committee Mr R P Campbell - Chairman Dr C S Goldschmidt Mr B S Patterson

Remuneration Committee Mr B S Patterson – Chairman Mr R P Campbell

Company Secretary Mr B J Spillane

Registered office and principal place of business

Building 64, Lucas Heights Science & Technology Centre New Illawarra Road, Lucas Heights, New South Wales 2234, Australia Ph: 61 2 9532 1331 Fax: 61 2 9532 1332 Postal address: PO Box 75, Menai Central, New South Wales 2234

Website address: www.silex.com.au

Share Registry

Computershare Registry Services Pty Limited Level 5, 115 Grenfell Street, Adelaide, South Australia 5000, Australia GPO Box 1903 Adelaide SA 5001, Australia Enquiries within Australia: 1300 556 161 Enquiries outside Australia: 61 3 9415 4000 Email: [email protected] Website: www.computershare.com.au

Stock Exchange

Listed on the Australian Stock Exchange Auditors PricewaterhouseCoopers

Solicitors

Allens Arthur Robinson

Sullivan and Cromwell (USA)

Bankers

Australia and New Zealand Banking Group Limited

American Depository Receipts (ADR) Information

Silex Systems Limited has established a Level 1 ADR Program. Silex ADRs may be purchased on the Overthe-Counter “Pink Sheet” (OTC) market. Details are as follows: Ratio: 1 ADR = 5 ordinary shares Symbol: SILXY CUSIP: 827046 10 3 Exchange: OTC Country: Australia

IMPORTANT NOTICE:

Forward Looking Statements and Business Risks:

Silex is a research and development company whose assets are its proprietary rights in technologies, including, but not limited to, the SILEX technology, Translucent technology and Fiberbyte technology. In general, the Company's technologies are in the development stage and have not been commercially deployed and are therefore high risk. Accordingly, the statements in this annual report regarding the future of the Company's technologies and commercial prospects are forward looking and actual results could be materially different from those expressed or implied by such forward looking statements as a result of various risk factors. Some risk factors that could affect future results and commercial prospects include, but are not limited to, results from the uranium enrichment development program and the stable isotopes program, the demand for enriched materials including uranium, silicon, oxygen, carbon and others, the outcomes of the Company's interests in the development of various semiconductor, photonic and alternative energy technologies, the time taken to develop various technologies, the development of competing technologies, the potential for third party claims against the Company’s ownership of Intellectual Property associated with its numerous technologies, the potential impact of government regulations or policies, and the outcomes of various commercialisation strategies undertaken by the Company.

Directors’ report

DIRECTORS’ REPORT

Your directors present their report on the consolidated entity consisting of Silex Systems Limited (Silex or the Company) and the entities it controlled at the end of, or during the year ended 30 June 2007.

1. Directors

The following persons were directors of Silex Systems Limited during the whole of the financial year and up to the date of this report:

Mr B S Patterson - Chairman Dr M P Goldsworthy - Managing Director Mr C D Wilks Dr C S Goldschmidt Mr R P Campbell

2. Principal Activities

During the year the principal continuing activity of the consolidated entity consisted of research and development of the laser isotope separation technology known as ‘SILEX’. Silex also has a 70.3% fully diluted interest in Translucent Inc, a California based company which is researching and developing a solar energy conversion cell, a thermoelectric power technology, revolutionary silicon based materials and manufacturing technology for application to both the optical communications and mainstream computer chip industries.

In addition to these activities, the controlled entity Fiberbyte Pty Ltd (Fiberbyte) is developing data acquisition equipment utilising its proprietary USBinSync technology. Silex increased its interest in Fiberbyte from 89% to 90% during the year.

3. Dividend

No dividend payments were made during the year. No dividend has been recommended or declared by the Board.

4. Review of operations and activities Trading Results

A summary of consolidated revenue and results is set out below:

Revenue from ordinary activities
Profit/(loss) before tax
Income tax expense
Profit/(loss) after related income tax expense
Net (profit)/loss attributable to minority interest
Net profit/(loss) attributable to members of Silex Systems Limited
2007
2006
$
$
35,744,201
1,112,110
11,967,069
(10,260,336)
(3,226,150)
-
8,740,919
(10,260,336)
26,502
(12,921)
8,767,421
(10,273,257)

Comments on the operations and the results of those operations are set out below:

The increase in revenue is mainly due to revenue from the Uranium Project. In May 2006, Silex and General Electric signed a Commercialisation and License Agreement for the SILEX Uranium enrichment technology. The government approvals required before Silex was entitled to the up front payment from General Electric under the contract were received in October 2006. Revenue for the current year includes $26,878,000 as an up front payment plus recoverable project costs of $7,344,000 (both nil last year).

The improved result was mainly due to increased revenue. This was partly offset by higher costs. Income tax expense was $3,226,150 compared to nil last year.

The Company’s cash reserves are invested in bank bills/term deposits and the remainder as cash or deposits at call with banks.

1

Directors’ report

5. Earnings per share

Basic earnings per share
Diluted earnings per share
2007
2006
Cents
Cents
6.4
(7.6)
6.3
(7.6)

6. Significant changes in state of affairs The significant changes in the state of affairs of the consolidated entity during the course of the year included the following:

  • During the year the required government approvals were received for the Uranium Project Agreement with General Electric. As a consequence Silex received an up front payment of US$20 million (US$15 million cash and US$5 million from settlement of a convertible promissory note). General Electric is reimbursing Silex for its costs on the Uranium Project.

  • During the year the Company moved most of its Uranium project staff and equipment to the United States to work on the “Test Loop” project with General Electric.

7. Matters subsequent to the end of the financial year The directors are not aware of any matters or circumstances which are not otherwise dealt with in the financial statements that have significantly or may significantly affect the operations of the consolidated entity, the results of its operations or the state of the consolidated entity in subsequent years.

8. Likely developments and expected results of operations

  • Silex is a research and development company with interests in a number of technology projects both in Australia and overseas. The Company’s future prospects remain dependent on the outcome of those technical programs and the group’s success in ultimately commercialising these technologies.

The Group’s primary technologies are summarised below:

Uranium Enrichment Program

Silex is developing a novel method of enriching uranium using lasers. During the year, the required government approvals for the Agreement with General Electric were received. The majority of the Uranium project team moved to the US in the first half of 2007 to work on the test loop program with General Electric. If the test loop is successful, Silex will be entitled to a milestone payment of US$15 million. Work would then commence on the next stage of the project.

Stable Isotope Program

Silex has been conducting a parallel Stable Isotope Program for several years with the aim of demonstrating cost-effective enrichment of stable isotopes such as silicon, carbon and oxygen. Enriched silicon has the potential to be used as a new material for the semiconductor industry. The unique properties of these enriched materials and the costs and benefits of using them have yet to be fully determined.

Translucent Inc

Silex has a 70.3% fully diluted interest in Translucent Inc, a California based company which is researching and developing a solar energy conversion cell, a thermoelectric power technology, revolutionary silicon based materials and manufacturing technology for application to both the optical communications and mainstream computer chip industries.

These technologies are still in the development phase. Future commercial prospects for the Translucent technology will depend on continued success with the technical program, third party validation of the technologies, sufficient protection of IP including Patents, and successful implementation of commercialisation strategies.

Fiberbyte

Silex holds a 90% interest in Fiberbyte, an Adelaide based company with novel technology in the field of optical communications test and measurement equipment, and data acquisition technology. Fiberbyte is looking to form a commercial alliance with an industry player to accelerate the commercialisation of its innovative technology.

2

Directors’ report

9. Share options

Shares under option

Unissued ordinary shares of Silex Systems Limited under option at the date of this report are as follows:

Issue Price
Number of options of shares Grant date Expiry date
115,000 $0.55 12th November 2002 11th November 2007
225,000 $0.65 9th September 2003 8th September 2008
100,000 $0.65 11th November 2003 10th November 2008
119,000 $0.95 3rd May 2004 2nd May 2009
240,000 $0.85 4th May 2005 3rd May 2010
100,000 $1.77 22nd November 2005 21st November 2010
3,400,000 $3.60 22nd June 2006 21st June 2011
350,000 $7.01 9th March 2007 8th March 2012
250,000 $6.79 22nd August 2007 21st August 2012
4,899,000

The terms and conditions of the options on issue are discussed in Note 36 of the financial statements. No option holder has any right under the option to participate in any other share issue of the Company or of any other entity. Between balance date and the date of this report 250,000 options were granted and these are included in the above table.

Shares issued on the exercise of options

The following ordinary shares of Silex Systems Limited were issued during the year ended 30 June 2007 on the exercise of options granted under the Silex Systems Limited Employee Share Option Plan.

Issue price
Date optionsgranted
of shares
Number of
shares issued
14th August 2002
$0.73
9th September 2003
$0.65
11th November 2003
$0.65
3rd May 2004
$0.95
8th July 2004
$0.88
4th May 2005
$0.85
227,000
220,000
250,000
275,000
32,500
443,000
1,447,500

Between balance date and the date of this report, the following options were exercised resulting in the issue of 548,500 ordinary shares. These options have been excluded from the shares under option table above.

Date options exercised
Issue price
of shares
Number of
shares issued
9th July 2007
$0.88
9th July 2007
$0.85
26th July 2007
$0.73
26th July 2007
$0.95
26th July 2007
$0.85
10th August 2007
$0.85
30th August 2007
$0.85
19th September 2007
$0.85
17,500
140,000
13,000
21,000
153,000
120,000
50,000
34,000
548,500

3

Directors’ report

10. Remuneration report

The remuneration report is set out under the following main headings:

  • A Principles used to determine the nature and amounts of remuneration

  • B Details of remuneration

  • C Share based compensation D Additional information

The information provided under headings A-D include remuneration disclosures that are required under Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from the financial report and have been audited. The disclosures in Section D are additional disclosures required by the Corporations Act 2001 and the Corporations Regulations 2001 which have not been audited.

A Principles used to determine the nature and amount of remuneration(audited)

The objective of the Company’s executive reward framework is to ensure reward for performance is competitive. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms with market best practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:

  • competitiveness and reasonableness

  • acceptability to shareholders

  • transparency

Alignment to shareholders’ interests:

  • focuses on sustained growth in share price as well as focusing the executive on key nonfinancial drivers of value

  • attracts and retains high calibre executives.

Alignment to program participants’ interest:

  • rewards capability and experience

  • reflects competitive reward for contribution to shareholder growth

  • provides recognition for contribution.

The framework provides a blend of fixed pay and short and long-term incentives.

Directors’ fees

The current base remuneration was last reviewed with effect from 1 July 2006. Directors’ fees are currently $60,000 per director. Additional fees of $5,000 per annum are also payable from 1 July 2006 for membership on the audit committee and $5,000 per annum for the remuneration committee. Non – executive directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended for approval by shareholders. The maximum non-executive directors’ fees currently stands at $350,000 per annum and was approved by shareholders at the Annual General Meeting on 1 December 2006.

Executive pay

The executive pay and reward framework has four components:

  • base pay and benefits

  • short-term performance incentives

  • long-term incentives via the issue of share options, and

  • other remuneration such as superannuation.

The combination of these comprises the executive’s total remuneration.

Base pay

Executive salaries are structured as a total employment cost package which may be delivered as a mix of cash and prescribed non-financial benefits at the executives’ discretion.

Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for senior executives is reviewed annually to ensure the executive’s pay is competitive with the market. An executive’s pay is also reviewed on promotion.

4

Directors’ report

There are no guaranteed base pay increases fixed in any senior executives’ contracts, or arrangements.

Benefits

Executives receive benefits including car allowances.

Retirement benefits

Retirement benefits are delivered under the Silex Systems Limited Superannuation Fund or an alternative fund of the executive’s choice. These fund are accumulation funds.

Short-term incentives

At the discretion of the Board, if the Company achieves pre-determined targets set by the Board, then a pool of short-term incentive (STI) funds may be made available for executives and senior staff for allocation during the annual review, or other appropriate times.

A bonus of $400,000 was approved for CEO Dr Michael Goldsworthy in October 2006 for his efforts in securing the Commercialisation and License Agreement with General Electric and the associated government approvals, which lead to the up front payment from General Electric in October 2006. Brad Spillane was paid a bonus of $60,000 in December 2006 for his efforts over the last five years with Silex and for his efforts in the helping the signing of the Commercialisation and License Agreement with GE.

Long-term incentives

Silex Systems Limited Employee Option Plan

Information on the Silex Systems Limited Employee Share Option Plan is set out in note 36 to the financial statements.

B Details of remuneration (audited)

Details of the remuneration of the directors and the key management personnel (as defined in AASB 124 Related Party Disclosures) of Silex Systems Limited and the Silex Systems Limited Group are set out in the following tables.

Key management personnel of Silex Systems Limited and the Silex Group

2007 Short-
term
employee
benefits
Post-
employment
benefits
Long
term
benefits
Share-
based
payments
Name Cash
salary
and fees
$
Cash
bonus
$
Non -
monetary
benefits
$
Superannuation
$
Long
service
leave
$
Options
$
Total
$
Executive directors
Dr M P Goldsworthy
Mr C D Wilks
Non executive
directors
Dr C S Goldschmidt
Mr B S Patterson
Mr R P Campbell
Other key
management
personnel
B J Spillane
Company Secretary
and Financial
Controller
506,203
93,750
65,000
70,000
15,000
120,217
400,000
-
-
-
-
60,000
78,772
-
-
-
-
11,278
12,686
8,438
5,850
6,300
61,300
12,686
9,789
-
-
-
-
2,316
1,126,860
563,430
-
-
-
70,620
2,134,310
665,618
70,850
76,300
76,300
277,117
Total 870,170 460,000 90,050 107,260 12,105 1,760,910 3,300,495

5

Directors’ report

2006 Short-
term
employee
benefits
Short-
term
employee
benefits
Short-
term
employee
benefits
Post-
employment
benefits
Long
term
benefits
Share-
based
payment
Name Cash
salary
and fees
$
Cash
bonus
$
Non -
monetary
benefits
$
Superannuation
$
Long
service
leave
$
Options
$
Total
$
Executive directors
Dr M P Goldsworthy
Mr C D Wilks
Non executive
directors
Dr C S Goldschmidt
Mr B S Patterson
Mr R P Campbell
Other key
management
personnel
B J Spillane
Company Secretary
and Financial
Controller
415,007
77,960
40,000
40,000
40,000
93,844
200,000
-
-
-
-
-
28,057
-
-
-
-
10,815
12,139
7,016
3,600
3,600
3,600
8,446
51,675
-
-
-
1,330
27,786
13,893
-
-
-
32,503
734,664
98,869
43,600
43,600
43,600
146,938
Total 706,811 200,000 38,872 38,401 53,005 74,182 1,111,271

The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:

Name Fixed remuneration Fixed remuneration At risk- STI At risk- STI At risk – LTI At risk – LTI
Executive directors
Dr M P Goldsworthy
Mr C D Wilks
Other key management
personnel
B J Spillane
2007 2006 2007 2006 2007 2006
28.5%
15.4%
52.9%
69.0%
85.9%
77.9%
18.7%
-
21.6%
27.2%
-
-
52.8%
84.6%
25.5%
3.8%
14.1%
22.1%

There are no other senior managers/executives in the Group.

C Share-based compensation (audited)

Options

Options are granted under the Silex Systems Limited Employee Option Plan to other key management personnel. Full time and part time staff of the consolidated entity are eligible to participate in the plan. Options are granted under the plan for no consideration. Options are granted for a five year period and vest 100% after two years. Options are also granted to executive directors. These are subject to shareholder approval, are granted for a five year period and vest 100% after two years.

The terms and conditions of each grant of options affecting remuneration in the previous, this or future reporting periods are as follows:

6

Directors’ report

Grant date Expirydate Exercise
price
Value per
option at grant
date
Date exercisable
9 September 2003
3 May 2004
4 May 2005
22 November 2005
22 June 2006
9 March 2007
8 September 2008
2 May 2009
3 May 2010
21 November 2010
21 June 2011
8 March 2012
$0.65
$0.95
$0.85
$1.77
$3.60
$7.01
$0.25
$0.29
$0.33
$0.95
$1.88
$3.26
100% after 9 September
2005
100% after 3 May 2006
100% after 4 May 2007
100% after 22 November
2007
100% after 22 June 2008
100% after 9 March 2009

Options granted under the plan carry no dividend or voting rights. When exerciseable, each option is convertible into one ordinary share.

The exercise price of options is based on the weighted average price at which the Company’s shares are traded on the Australian Stock Exchange during the five days immediately before the options are granted, plus five cents.

Details of options over ordinary shares in the company provided to each director of Silex Systems Limited and each of the key management of the group are set out below. When exerciseable, each option is converted into one ordinary share of Silex Systems Limited. Further information on options is set out in note 36 to the financial statements.

Name Number of options granted during
theyear
Number of options granted during
theyear
Number of options vested during
theyear
Number of options vested during
theyear
2007 2006 2007 2006
Directors of Silex Systems Limited
Dr M P Goldsworthy
Mr C D Wilks
-
-
1,200,000
600,000
-
-
-
-
Other key management personnel of the
Group
Mr B J Spillane - 50,000 170,000 60,000

The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables. Fair values at grant date are independently determined using a Binomial option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

The model inputs for options granted during the year ended 30 June 2007 included:

(a) options are granted for no consideration. 100% vests and are exerciseable after two years of the date of grant

  • (b) exercise price $7.01 (2006: $1.77 and $3.60)

  • (c) Grant date: 9 March 2007 (2006: 22 November 2005 and 22 June 2006)

  • (d) Expiry date: 8 March 2012 (2006: 21 November 2010 and 21 June 2011)

  • (e) Share price at grant date: $7.36 (2006: $1.79 and $3.80)

  • (f) Expected volatility of the Company’s shares: 45% (2006: 60% and 55%)

  • (g) Expected dividend yield: nil (2006: nil)

  • (h) Risk-free interest rate: 6.5% (2006: 6%)

The minimum value of options issued during the year is nil. The maximum value of options issued during the year to directors and key management personnel is nil.

Shares provided on exercise of remuneration options

7

Directors’ report

Details of ordinary shares in the Company provided as a result of the exercise of remuneration options to each director of Silex Systems Limited and other key management personnel of the Group are set out below:

Name Number of ordinary shares issued on exercise of options
duringtheyear
Number of ordinary shares issued on exercise of options
duringtheyear
2007 2006
Directors of Silex Systems Limited
- - -
Other keymanagementpersonnel of the Group
B Spillane 87,000 22,000

The amounts paid per ordinary share by each director and other key management personnel on the exercise of options at the date of exercise were as follows:

Exercise date Amount
paid per
share
Number of
shares
Exercise date Amount
paid per
share
Number
of shares
15 September 2005
4 October 2005
27 February 2006
21 March 2006
11 July 2006
11 August 2006
30 August 2006
13 September 2006
$0.65
$0.65
$0.73
$0.73
$0.73
$0.73
$0.73
$0.73
10,000
10,000
1,000
1,000
2,000
2,000
20,000
3,000
27 October 2006
30 November 2006
30 November 2006
12 December 2006
1 February 2007
29 March 2007
9 May 2007
$0.73
$0.73
$0.65
$0.65
$0.95
$0.95
$0.85
5,000
5,000
10,000
10,000
10,000
10,000
10,000

No amounts are unpaid on any shares issued on the exercise of options.

D Additional information - unaudited

Principles used to determine the nature and amount of remuneration: relationship between remuneration and company performance

The overall level of executive reward takes into account the performance of the Group over a number of years, with greater emphasis given to the current and prior year.

Details of remuneration: cash bonuses and options

For each cash bonus and grant of options included in the tables on pages 5 to 7, the percentage of the available bonus or grant that was paid, or that vested is set out below. The maximum value of options to vest is based on the value determined using the binomial model taking the value calculated as at grant date.

8

Directors’ report

Cash bonus Cash bonus Options Options Options Options Options Options
Name Paid
%
Forfeited
%
Financial
Year
granted
Vested
%
Forfeited
%
Financial
years in
which
options
mayvest
Minimum
total value
of grant
yet to vest
$
Maximum
total value
of grant to
vest $
Dr M P
Goldsworthy
100 - Y/E
30/6/2006
- - 30/06/2008 Nil 2,253,720
Mr C D Wilks N/A N/A Y/E
30/6/2006
- - 30/06/2008 Nil 1,126,860
Mr B J
Spillane
100 - Y/E
30/6/2004
Y/E
30/6/2005
Y/E
30/6/2006
100
100
-
-
-
-
N/A
N/A
30/06/2008
N/A
N/A
Nil
N/A
N/A
93,905

.

Further details relating to options are set out below:

Name A
Remuneration
consisting of
options
B
Value at grant
date
$
C
Value at
exercise date
$
D
Value at
lapse date
$
E
Total of
columns B-D
$
Dr M P
Goldsworthy
Mr C D Wilks
Mr B J Spillane
52.8%
84.6%
25.5%
-
-
-
N/A
N/A
480,300
-
-
N/A
-
-
480,300

A = The percentage of the value of remuneration consisting of options, based on the value of options expensed during the current year.

B = The value at grant date calculated in accordance with AASB 2 Share Based Payments of options granted during the year as part of remuneration.

C = The value at exercise date of options that were granted as part of remuneration and were exercised during the year.

D = The value at lapse date of options that were granted as part of remuneration and that lapsed during the year.

Share options granted to directors and the most highly remunerated officers

No options over unissued ordinary shares of Silex Systems Limited were granted during or since the end of the financial year to the most highly remunerated officers of the Company as part of their remuneration.

No options have been granted since the end of the year.

Other executives of the consolidated entity

There are no officers, other than Executive Directors and Executives noted above, involved in, concerned in, or taking part in, the management of the commercial affairs of Silex Systems Limited.

Performance of Silex Systems Limited

Year ended 30 June EPS
Cents
STI
$
Share price at 30 June
$
2003
2004
2005
2006
2007
(3.2)
(6.9)
(7.6)
(7.6)
6.4
-
-
-
200,000
460,000
0.39
0.82
1.11
4.08
12.49

9

Directors’ report

The improvement in the earnings per share in the current year, due largely to the Uranium Project revenue, has been reflected in a higher share price. The share price has increased significantly between when the agreement with General Electric was announced in May 2006 and 30 June 2007. The share price has increased over the last 5 years as progress has been made on the Company’s projects and increased interest in the Company has been generated in the market. Progress on the projects has not directly been reflected in EPS as the projects are still in the research and development phase and, apart from the Uranium Project, are yet to generate substantial revenue. Until 30 June 2005, earnings per share were calculated in accordance with Australian GAAP as opposed to Australian Equivalents to International Financial Reporting Standards (AIFRS). The STI’s in the last 2 years are related to the progress made on the Uranium Project.

11. Information on Directors

a) Directors' profiles

Mr Barry Patterson ASMM, MIMM, FAICD Chairman – non executive

Experience and expertise

Mr Patterson has a corporate mining background, but in more recent years has held directorial positions in a number of both public and private companies. He is a major shareholder in Silex through his interest in Polly Pty Ltd.

Other current directorships

Non-executive director of Sonic Healthcare Limited since 1993.

Former directorships in last 3 years

Non executive director of National 1 Limited from June 2003 to July 2004.

Special responsibilities

Chairman of the Board Member of audit committee Chairman of remuneration committee

Dr Michael Goldsworthy

BSc (Hons), MSc, PhD, FAIP Managing Director/CEO - Executive

Experience and expertise

Dr Goldsworthy received his PhD in Physics from The University of New South Wales. Prior to starting with Silex Systems Limited in 1988, Dr Goldsworthy was a member of the University's academic staff and was involved in a number of laser-associated research projects. Dr Goldsworthy is the founder of the Company and has been the driving force behind the SILEX project, and the establishment of the consolidated entity’s extensive interests in solar, semiconductor and photonics technologies.

Other current directorships

None

Former directorships in last 3 years

None

Special responsibilities

Managing Director

Mr Christopher Wilks

BComm, ASA, FCIS, FCIM, FAICD Director – executive Experience and expertise

Mr Wilks is responsible for financial oversight and corporate development of Silex. Mr Wilks has a background in chartered accounting and investment banking. He was previously a partner in a private investment bank and has held positions on the board of a number of public companies.

10

Directors’ report

Other current directorships

Executive director of Sonic Healthcare Limited since 1989, and non-executive director of Independent Practitioner Network Limited since August 2005.

Former directorships in last 3 years

Non executive director of SciGen Limited from 1999 to October 2005.

Special responsibilities

Company secretary until his resignation as company secretary on 19 September 2007.

Dr Colin Goldschmidt

MB BCh, FRCPA, FAICD Non-executive

Experience and expertise

Dr Goldschmidt is the CEO and Managing Director of Sonic Healthcare Limited. He was appointed to this role in 1993 and has overseen Sonic’s growth within Australia and its expansion into the UK, Europe and the USA. He joined Sonic in 1987 as a pathologist, after completing his Australian Pathology Fellowship training in Sydney in 1986.

Other current directorships

Managing Director of Sonic Healthcare Limited since 1993, and non-executive director of Independent Practitioner Network Limited since August 2005.

Former directorships in last 3 years

Non-executive director of SciGen Ltd from 1999 to October 2005.

Special responsibilities

Member of audit committee

Mr Peter Campbell

FCA, FTIA, FAICD Non-executive Experience and expertise

Mr Campbell is a Chartered Accountant with his own practice based in Sydney. He is a Fellow of both the Institute of Chartered Accountants in Australia and the Taxation Institute of Australia and is a registered Company Auditor.

Other current directorships

Non-executive director of Sonic Healthcare Limited since 1993, non-executive director of Admerex Limited since January 2007 and non-executive director of QRxPharma Limited since April 2007.

Former directorships in last 3 years

Non-executive director of SciGen Ltd from 1999 to February 2005.

Special responsibilities

Chairman of audit committee Member of remuneration committee

b) Directors’ interests in shares and options as at the date of this report

Director’s name Class of shares No. of shares Share options
B S Patterson Ordinary 4,073,863 -
M P Goldsworthy Ordinary 6,049,533 1,200,000
C D Wilks Ordinary 2,894,021 600,000
C S Goldschmidt Ordinary 2,625,937 -
R P Campbell Ordinary 1,354,823 -

11

Directors’ report

12. Company secretaries

B J Spillane, B.Comm, CA was appointed to the position of company secretary in 2003. Mr Spillane has been Financial Controller of Silex since he joined the Company in 2001. Before joining Silex Systems Limited he was a Financial Accountant in the building products industry for ten years and prior to that an auditor for five years.

Mr Wilks BComm, ASA, FCIS, FCIM, FAICD has held a number of directorial positions with Australian public companies and has a background in investment banking. He resigned as company secretary on 19 September 2007 but remains a director of the Company.

13. Meetings

The number of Directors’ meetings held during the financial year and the number of meetings attended by each director are set out in the following table:

Directors’ Meetings Audit Committee Audit Committee Remuneration Committee Remuneration Committee
Meetings Meetings
Number Number Number Number Number Number
Director’s name Held Attended Held Attended Held Attended
B S Patterson 9 9 2 2 1 1
M P Goldsworthy 9 9 - - - -
C D Wilks 9 9 - - - -
C S Goldschmidt 9 9 2 2 - -
R P Campbell 9 8 2 2 1 1

14. Indemnification and Insurance of Directors

The Company has entered into agreements to indemnify the Directors of the Company against all liabilities to persons (other than the Company or related body corporate) which arise out of the performance of their normal duties as Directors or Executive Officers unless the liability relates to conduct involving lack of good faith. The Company has agreed to indemnify the Directors and Executive Officers against all costs and expenses incurred in defending an action that falls within the scope of the indemnity.

The Directors' and Officers' liability insurance provides cover against all costs and expenses involved in defending legal actions and any resulting payments arising from a liability to persons (other than the Company) incurred in their position as a Director or Executive Officer unless the conduct involves a wilful breech of duty or an improper use of inside information or position to gain advantage. The insurance policy does not allow specific disclosure of the nature of the liabilities insured against or the premium paid under the policy.

15. Environmental regulation

The Company is subject to the environmental and health and safety regulations applicable to tenants of the Lucas Heights Science and Technology Centre. The Company is also bound by the rules and regulations set out in the Australian Radiation Protection and Nuclear Safety Act, 1998, and is a licensee under the Act.

To the best of the Directors' knowledge, all environmental and health and safety regulatory requirements have been met and there have been no claims made during the financial year.

16. Non-audit services

The company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the company and/or the consolidated entity are important.

Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers) for audit and non-audit services provided during the year are set out below.

The board of directors has considered the position and, in accordance with the advice received from the audit committee is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

12

Directors’ report

  • All non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor

  • None of the services undermine the general principles relating to auditor independence as set out in Professional Statement F1, including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risk and rewards.

During the year the following fees were paid or payable for services provided by the auditor of the parent company, its related practices and non-related audit firms

Consolidated
2007 2006
$ $

Remuneration of auditors

During the year the following fees were paid or
payable for services provided by the auditor of the
parent entity, its related practices and non-audit firms:
(a) Assurance services
Audit services
PricewaterhouseCoopers Australian firm
Audit and review of financial reports and other audit
work under the Corporations Act 2001
Total remuneration for audit services
Other assurance services
PricewaterhouseCoopers Australian firm
IFRS accounting services
Audit of government grants
Total remuneration for other assurance services
Total remuneration for assurance services
(b) Taxation services
PricewaterhouseCoopers Australian firm
Training course fees
Total remuneration for taxation services
(c) Advisory services
PricewaterhouseCoopers Australian firm
Corporate finance advice
Total remuneration for advisory services
Total remuneration
105,812
78,383
105,812
78,383
-
6,000
3,000
2,500
3,000
8,500
108,812
86,883
718
-
718
-
-
-
-
-
109,530
86,883

17. Auditors

PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001 .

18. Auditors’ independence declaration

A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 15.

13

Directors’ report

This report is made in accordance with a resolution of the Directors.

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Dr M P Goldsworthy Managing Director

Mr C D Wilks Director

Sydney, 27/09/07

14

Directors’ report

Auditors’ Independence Declaration

As lead auditor for the audit of Silex Systems Limited for the year ended 30 June 2007, I declare that to the best of my knowledge and belief, there have been:

  • a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  • b) no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Silex Systems Limited and the entities it controlled during the period.

==> picture [117 x 35] intentionally omitted <==

Andrew Sneddon Partner PricewaterhouseCoopers

Sydney 27 September 2007

Liability limited by a scheme approved under Professional Standards Legislation

15

Corporate governance statement For the year ended 30 June 2007

CORPORATE GOVERNANCE STATEMENT

Silex Systems Limited (the Company) and the board are committed to achieving and demonstrating the highest standards of corporate governance.

The directors are responsible to the shareholders for the performance of the Company in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Group as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Group is properly managed.

Day to day management of the Group’s affairs and the implementation of the corporate strategy and policy initiatives are formally delegated by the board to the Managing Director and senior executives.

A description of the Company's main corporate governance practices is set out below. All these practices, unless otherwise stated, were in place for the entire year.

1. Role of the board of directors

The board of directors is accountable to shareholders for the performance of the Group and is responsible for the corporate governance practices of the Group.

The board’s principal objective is to maintain and increase shareholder value while ensuring that the Group’s overall activities are properly managed.

Silex’s corporate governance practices provide the structure which enables the board’s principal objective to be achieved, whilst ensuring that the business and affairs of the group are conducted ethically and in accordance with the law.

The board’s overall responsibilities include:

  • providing strategic direction and approving corporate strategies;

  • monitoring management and financial performance and reporting;

  • monitoring and ensuring the maintenance of adequate risk management controls and reporting mechanisms, and

  • ensuring the business is conducted ethically and transparently.

The board delegates responsibility for day-to-day management of the business to the Managing Director. The Managing Director also oversees the implementation of strategies approved by the board. The board uses committees to support it in matters that require more intensive review and involvement. Details of the board committees are provided below.

As part of its commitment to good corporate governance, the board undertakes regular reviews of the practices and standards governing the board’s composition, independence and effectiveness, the accountability and compensation of directors and the board’s responsibility for the stewardship of the Group.

2. Composition of the board

The board is comprised of both executive and non-executive directors with a majority of non-executive directors. Non-executive directors bring a balanced perspective to the board’s consideration of strategic, risk and performance matters and are best placed to exercise independent judgement and review and constructively challenge the performance of management.

The Chairman is an independent non-executive director, the majority of the board are independent of management and all directors are required to bring independent judgement to bear in their board decision making. The Chairman is elected by the full board.

The Company maintains a mix of directors on the board from different backgrounds with complementary skills and experience.

The board undertakes an annual board performance review and considers the appropriate mix of skills required by the board to maximise its effectiveness and its contribution to the Group.

16

Corporate governance statement For the year ended 30 June 2007

3. Board members

The Directors of the Company in office at the date of this statement are:

Name Age Position Expertise
Dr M P Goldsworthy 49 Managing Director/CEO Physicist and Co-
inventor of the SILEX
Technology
Mr C D Wilks 49 Director Investment Banking,
Finance and Company
Management
Dr C S Goldschmidt 53 Non-executive Director Company Management
Mr B S Patterson 66 Non-executive Company Management
Director/Chairman
Mr R P Campbell 62 Non-executive Director Finance and Accounting,
Computing and
Company Management

All of Silex’s non-executive directors, including the Chairman, are considered independent. An independent director cannot be a substantial shareholder (as defined in section 9 of the Corporations Act 2001 ). The size and composition of the board is determined by the full board.

4. Directors’ independence

The board has adopted specific principles in relation to directors’ independence. These state that to be deemed independent, a director must be a non-executive and:

  • not be a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company

  • within the last three years, not have been employed in an executive capacity by the Company or any other group member, or been a director after ceasing to hold any such employment

  • within the last three years not have been a principal of a material professional adviser or a material consultant to the Company or any other group member, or an employee materially associated with the service provided

  • not be a material supplier or customer of the Company or any other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer

  • must have no material contractual relationship with the Company or a controlled entity other than as a director of the Group

  • be free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company.

Materiality for these purposes is determined on both quantitative and qualitative bases. In addition, a transaction of any amount or a relationship is deemed material if knowledge of it may impact the shareholders’ understanding of the director’s performance.

5. Term of office

The Company’s Articles of Association specifies that all directors other than the Managing Director must retire from office no later than the third annual general meeting (AGM) following their last election. Where eligible, a director may stand for re-election.

Prior to appointment or being submitted for re-election each non-executive director is required to specifically acknowledge that they have and will continue to have the time available to discharge their responsibilities to the Company.

17

Corporate governance statement For the year ended 30 June 2007

6. Chairman and Chief Executive Officer (CEO)

The Chairman is responsible for leading the board, ensuring directors are properly briefed in all matters relevant to their role and responsibilities, and facilitating board discussions.

The CEO is responsible for the day-to-day management of the Company’s affairs, and for implementing Group strategies and policies as determined by the Board of Directors.

7. Board meetings

The board meets formally at least 9 times a year to consider a broad range of matters, including progress with respect to the Company’s various development programs, strategy, financial reviews, acquisitions and investments. Details of meetings and attendances are set out in the Directors’ Report.

8. Independent professional advice

Directors and board committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company's expense. Prior written approval of the Chairman is required, but this will not be unreasonably withheld.

9. Performance assessment

The board undertakes an annual self assessment of its collective performance, the performance of the Chairman and of its committees. This was performed in February 2007 and all deemed satisfactory.

The Chairman undertakes an annual assessment of the performance of individual directors and meets privately with each director to discuss this assessment.

10. Corporate reporting

  • The Managing Director and Financial Controller have made the following certifications to the board:

  • that the Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and Group and are in accordance with relevant accounting standards

  • that the above statement is founded on a sound system of risk management and internal compliance and control and which implements the policies adopted by the board and that the Company’s risk management and internal compliance and control is operating efficiently and effectively in all material respects.

11. Board committees

The board has established a number of committees to assist in the execution of its duties and to allow detailed consideration of complex issues. Current committees of the board are the remuneration and audit committees. Each is comprised of a majority of non-executive directors. The committee structure and membership is reviewed on an annual basis.

12. Remuneration committee

The remuneration committee consists of the following non-executive directors: B S Patterson (Chairman)

R P Campbell

Details of these directors’ attendance at remuneration committee meetings are set out in the directors’ report.

The remuneration committee advises the board on remuneration and incentive policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executive directors, other senior executives and non-executive directors. Further information on directors’ and executives’ remuneration is set out in the directors’ report and note 28 to the financial statements.

13. Audit committee

The audit committee consists of the following directors: R P Campbell (Chairman) C S Goldschmidt B S Patterson

18

Corporate governance statement For the year ended 30 June 2007

Details of these directors’ qualifications and attendance at audit committee meetings are set out in the directors’ report.

The audit committee has appropriate financial expertise and all members are financially literate and have an appropriate understanding of the industries in which the Group operates.

The audit committee has its own written charter setting out its role and responsibilities, composition, structure, membership requirements and the manner in which the committee is to operate. The charter is reviewed on an annual basis and is available on the Company website.

Minutes of committee meetings are tabled at the subsequent board meeting.

The audit committee operates in accordance with a charter. The main responsibilities of the committee are to:

  • review, assess and approve the financial reports and all other financial information published by the Company or released to the market

  • assist the board in reviewing the effectiveness of the organisation's internal control environment covering:

  • effectiveness and efficiency of operations

  • reliability of financial reporting

  • compliance with applicable laws and regulations

  • oversee the effective operation of the risk management framework

  • recommend to the board the appointment, removal and remuneration of the external auditors, and review the terms of their engagement, the scope and quality of the audit and assess performance

  • consider the independence and competence of the external auditor on an ongoing basis

  • review and approve the level of non-audit services provided by the external auditors and ensure it does not adversely impact on auditor independence

  • review and monitor related party transactions and assess their propriety

  • report to the board on matters relevant to the committee’s role and responsibilities.

In fulfilling its responsibilities, the Audit Committee receives regular reports from management and the external auditors. It also meets with the external auditors at least twice a year – more frequently if necessary, and reviews any significant disagreements between the auditors and management, irrespective of whether they have been resolved. The external auditors have a clear line of direct communication at any time to either the Chairman of the Audit Committee or the Chairman of the board.

The audit committee has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party.

14. Nomination committee

The Board has decided that it is in the Company’s best interest that the full Board deal with nomination issues. As a result a Nomination Committee has not been established.

15. External auditors

The Company and audit committee policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs. It is

PricewaterhouseCoopers policy to rotate audit engagement partners on listed companies at least every five years.

An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided in note 30 to the financial statements. It is the policy of the external auditors to provide annual declarations of their independence to the audit committee.

The external auditor is requested to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.

19

Corporate governance statement For the year ended 30 June 2007

16. Risk assessment and management

The board, through the audit committee, is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. These policies, detailed in the audit committee charter are available on the Company website. In summary, the Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Group’s business objectives.

Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn lines of accountability and delegation of authority. Adherence to the Code of Conduct is required at all times and the board actively promotes a culture of quality and integrity.

Detailed control procedures cover management accounting, financial reporting, project appraisal, environment, health and safety, IT security, compliance and other risk management issues.

17. Occupational Health and Safety (OH&S)

The Company recognises the importance of occupational health and safety (OH&S) issues and is committed to the highest levels of performance. To help meet this objective the OH&S Committee was established to facilitate the systematic identification of OH&S issues and to ensure they are managed in a structured and rigorous manner. This system has been operating for a number of years and allows the Company to:

  • monitor its compliance with all relevant OH&S legislation and regulations,

  • continually assess and improve the effectiveness of the Company’s OH&S program,

  • encourage employees to actively participate in the management of all OH&S issues, and

  • reinforce the importance of safe work practices throughout the Company, as mandated by management.

18. Environmental regulation

As noted in the Directors’ report, the Company is subject to the environmental and health and safety regulations applicable to tenants of the Lucas Heights Science and Technology Centre. The Company is also bound by the rules and regulations set out in the Australian Radiation Protection and Nuclear Safety Act, 1998, and is a licensee under that Act. To the best of the Directors' knowledge, all environmental regulatory requirements have been met.

19. Code of conduct

The Company has developed a Code of Conduct (the Code) which has been fully endorsed by the board and applies to all directors and employees.

In summary, the Code requires that at all times Company personnel act with the utmost integrity, objectivity and in compliance with the letter and the spirit of the law and company policies.

A copy of the Code is available on the Company’s website.

20. Share trading policy

The Company has in place a formal share trading policy which places certain prohibitions on the trading of the Company’s shares. The policy is on the Company’s website. All Silex share dealings by directors are promptly notified to the Australian Stock Exchange (ASX).

21. Independent professional advice and access to information

Each director has the right to seek independent professional advice at the Company’s expense. However, prior approval of the Chairman is required, which is not unreasonably withheld.

All directors have access to Company records and information and receive detailed financial and operational reports from senior management during the year to enable them to carry out their duties. Directors also liaise with senior management as required, and may consult with other employees and seek additional information on request.

20

Corporate governance statement For the year ended 30 June 2007

22. Conflicts of interest of directors

The board has guidelines dealing with disclosure of interests by directors and participation and voting at board meetings where any such interests are discussed. In accordance with the Corporations Act 2001 , any director with a material personal interest in a matter being considered by the board does not receive the relevant board papers, must not be present when the matter is being considered, and may not vote on the matter.

Further details of directors’ remuneration, superannuation and retirement payments are set out in the Directors’ Report.

23. Continuous disclosure and shareholder communication

The Company has written policies and procedures on information disclosure that focus on continuous disclosure of any information concerning the Company and its controlled entities that a reasonable person would expect to have a material effect on the price of the Company’s securities. These policies and procedures also include the arrangements the Company has in place to promote communication with shareholders and encourage effective participation at general meetings. The Company’s Continuous Disclosure Policy is available on the Company’s website.

The Company Secretary has been nominated as the person responsible for communications with the Australian Stock Exchange (ASX). This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public.

Information disclosed to the ASX is posted on the Company’s web site as soon as it is disclosed to the ASX. Procedures have also been established for reviewing whether any price sensitive information has been inadvertently disclosed, and if so, this information is also immediately released to the market.

24. The role of shareholders

The Board of Directors aims to ensure that the shareholders are informed of all major developments affecting the group’s state of affairs. Information is communicated to shareholders as follows:

  • The annual report is distributed to all shareholders who have elected to receive it and is posted on the company’s website. The board ensures that the annual report includes relevant information about the operations of the group during the year, changes in the state of affairs of the group and details of likely future developments, in addition to the other disclosures required by the Corporations Act 2001 ;

  • Proposed major changes in the group which may impact on share ownership rights are submitted to a vote of shareholders.

The board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the group’s strategy and goals. Important issues are presented to the shareholders as single resolutions.

The shareholders are responsible for voting on the appointment of directors.

25. ASX Principles of Good Corporate Governance and Best Practice Recommendations

The ASX has released 10 principles of corporate governance. Silex has established a Corporate Governance section on its website (www.silex.com.au) which sets out the information required by the Recommendations plus other relevant information. Below is a listing of each of those principles and recommendations and a comment on Silex’s position:

Principle 1. Lay solid foundations for management and oversight.

Principle 1. Lay solid foundations for management and oversight. Principle 1. Lay solid foundations for management and oversight. Principle 1. Lay solid foundations for management and oversight.
Recommendation 1.1
Formalise and disclose the functions reserved to
the board and those delegated to management.
Silex’s Position
The functions reserved to the board and those
delegated to management are detailed in section 1.

21

Corporate governance statement For the year ended 30 June 2007

Principle 2. Structure the board to add value.

Principle 2. Structure the board to add value. Principle 2. Structure the board to add value. Principle 2. Structure the board to add value.
The composition of the Board is detailed in section 2 and 3 above. The board has been structured to add
value to the Company.
Recommendation 2.1 A majority of the board
should be independent directors.
All of the 3 non-executive directors are
independent making a majority of the board
independent.
Recommendation 2.2 The chairperson should be
an independent director.
The chairperson, Mr B S Patterson is an
independent director.
Recommendation 2.3 The roles of chairperson
and chief executive should not be exercised by the
same individual.
Mr B S Patterson is the chairperson and Dr M P
Goldsworthy is the chief executive.
Recommendation 2.4 The board should establish
a nomination committee.
The board has decided not to establish a
nomination committee as it believes the full board
is better equipped to handle such matters.
Recommendation 2.5 Provide the information
indicated in the Guide to reporting on Principle 2.
This information is provided in this corporate
governance statement.
Principle 3. Promote ethical and responsible decision-making.
Details on ethical standards are disclosed in section 19 above.
Recommendation 3.1 Establish a code of conduct. The Company has established a Code of Conduct.
Recommendation 3.2 Disclose the policy
concerning trading in company securities by
directors, officers and employees.
Directors’ share trading prohibitions are detailed
in section 20. All employees are prohibited from
buying and selling Silex shares at any time if they
are aware of any material price sensitive
information that has not been made available to
the public. This however does not restrict
employees from exercising options (granted under
the Silex Employee Option Plan) over unissued
Silex shares. Trading of the subsequently issued
shares is however subject to the prohibitions
above. The Share trading policy is available on
the Company’s website.
Recommendation 3.3 Provide the information
indicated in the Guide to reporting on Principle 3.
Details are included above.
Principle 4. Safeguard integrity in financial reporting
The Company has a structure of review and authorisation designed to ensure the truthful and factual
presentation of the Company’s financial position.
Recommendation 4.1 Require the chief executive
officer and chief financial officer (or equivalent)
to state in writing to the board that the company’s
financial reports present a true and fair view, in
all material aspects, of the company’s financial
condition and operational results and are in
accordance with relevant accounting standards.
The chief executive officer and Financial
Controller have complied with this
recommendation.
Recommendation 4.2 The board should establish
an audit Committee.
The audit committee has been established for a
number of years.

22

Corporate governance statement For the year ended 30 June 2007

Recommendation 4.3 Structure the audit
committee so that it consists of:
-
only non-executive directors
-
a majority of independent directors
-
at least 3 members
-
The audit committee is comprised of 3 non-
executive independent directors.
Recommendation 4.4 The audit committee should
have a formal charter.
The role and responsibilities of the audit
committee are summarised in section 13.
Recommendation 4.5 Guide to reporting on
Principle 4.
Details are contained above.
Principle 5. Make timely and balanced disclosure
The Company has mechanisms in place to ensure compliance with ASX Listing Rule requirements. Refer
section 23 above for more details.
Recommendation 5.1 Establish written policies
and procedures designed to ensure compliance
with ASX Listing Rule disclosure requirements
and to ensure accountability at a senior
management level for that compliance.
The Company has written policies and procedures
on information disclosure that focus on
continuous disclosure of any information
concerning the Company that a reasonable person
would expect to have a material effect on the
price of the Company’s securities.
Recommendation 5.2 Provide the information
indicated in the Guide to reporting on Principle 5.
A summary of the policies and procedures
designed to guide compliance with Listing Rule
disclosure requirements is contained in Section
23.
Principle 6. Respect the rights of shareholders.
The Company respects the rights of its shareholders via effective communication and making it easy for
them to participate at general meetings.
Recommendation 6.1 Design and disclose a
communications strategy to promote effective
communication with shareholders and encourage
effective participation at general meetings.
Refer section 24 for details of Company strategy.
Recommendation 6.2 Request the external auditor
to attend the annual general meeting.
Our auditors, PricewaterhouseCoopers are asked
to attend the annual general meeting.
Principle 7. Recognise and manage risk.
The Company has established a sound system of risk management and internal control.
Recommendation 7.1 The board or appropriate
board committee should establish policies on risk
oversight and management.
The board has established risk management
policies.
Recommendation 7.2 The chief executive officer
and the chief financial officer (or equivalent)
should state to the board in writing that:
7.2.1 the statement given in accordance with best
practice recommendation 4.1(the integrity of
financial statements) is founded on a sound
system of risk management and internal
compliance and control which implements the
policies adopted by the board
7.2.2 the company’s risk management and
internal compliance and control system is
operating efficiently and effectively in all material
respects.
A statement has been provided by the Chief
Executive Officer and the Financial Controller.

23

Corporate governance statement For the year ended 30 June 2007

Corporate governance statement
For the year ended 30 June 2007
Recommendation 7.3 Provide the information
indicated in the Guide to reporting on Principle 7.
Information is provided in section 16.
Principle 8 Encourage enhanced performance.
Enhanced board and management effectiveness is actively encouraged.
Recommendation 8.1 Disclose the process for
performance evaluation of the board, its
committees and individual directors, and key
executives.
Refer section 9 and Directors’ Report for more
details.
Principle 9. Remunerate fairly and responsibly.
The remuneration committee adopts policies that attract and maintain talented and motivated directors and
employees so as to encourage enhanced performance.
Recommendation 9.1 Provide disclosure in
relation to the company’s remuneration policies
to enable investors to understand (i) the costs and
benefits of those policies and (ii) the link between
remuneration paid to directors and key executives
and corporate performance.
The Directors’ report contains details of
remuneration paid to directors and executives.
Where bonuses are paid, details of the reason for
the bonus are described.
Recommendation 9.2 The board should establish
a remuneration committee.
The role and composition of the remuneration
committee is summarised in section 12.
Recommendation 9.3 Clearly distinguish the
structure of non-executive directors’
remuneration from that of executives.
Executive and non-executive directors’ fees are
clearly separated in the Directors’ report.
Recommendation 9.4 Ensure that payment of
equity-based executive remuneration is made in
accordance with thresholds set in plans approved
by shareholders.
The Silex Employee Share Option Plan has been
approved by shareholders. Options issued to
executive directors during the prior year were
approved by shareholders at the last Annual
General Meeting.
Recommendation 9.5 Provide the information
indicated in the Guide to reporting on Principle 9.
This information is provided in this statement of
corporate governance and the Directors’ report.
Principle 10. Recognise the legitimate interests of stakeholders.
The Company recognises that it has obligations to non-shareholder stakeholders such as employees,
customers,researchpartners and the communityas a whole.
Recommendation 10.1 Establish and disclose a
code of conduct to guide compliance with legal
and other obligations to legitimate stakeholders.
Details of the Code of conduct and compliance
with environmental regulations is detailed in
sections 18 and 19.

24

Silex Systems Limited

Annual financial report – 30 June 2007

Contents

Contents
Page
Financial report
Income statements 26
Balance sheets 27
Statements of recognised income and expense 28
Cash flows statements 29
Notes to the financial statements 30
Directors’ declaration 70
Independent audit report to the members 71

This financial report covers both Silex Systems Limited as an individual entity and the consolidated entity consisting of Silex Systems Limited and its controlled entities.

Silex Systems Limited is a company limited by its shares, incorporated and domiciled in Australia.

Its registered office and principal place of business is: Silex Systems Limited Building 64, Lucas Heights Science & Technology Centre New Illawarra Road, Lucas Heights NSW 2234

A description of the nature of the consolidated entity’s operations and its principal activities is included in the directors report on pages 1 to 3, which is not part of this financial report.

The financial report was authorised for issue by the directors on 27 September 2007. The Company has the power to amend and reissue the financial report.

25

Income statements For the year ended 30 June 2007

Notes
Revenue from continuing operations
4
Other income
5
Research and development materials
Finance costs
6
Depreciation and amortisation expense
6
Employee benefits expense
Professional fees
Printing, postage and stationery
Rent
Travelling expenses
Changes in inventories
Raw materials and stores used
Provision for diminution of investment in
controlled entities
6
Net foreign exchange losses
Other expenses from ordinary activities
Profit/(loss) before income tax expense
Income tax expense
7
Net profit/(loss)
Profit/(loss) is attributable to:
Equity holders of Silex Systems Limited
Minority interest
Earnings per share for profit from continuing
operations attributable to the ordinary equity
holders of the company
Basic earnings per share
Diluted earnings per share
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
35,744,201
1,112,110
36,483,508
1,373,061
390,776
544,554
-
457,554
(3,763,844)
(908,051)
(2,873,502)
(231,388)
(9,997)
(949)
(9,997)
(949)
(1,588,562)
(1,925,886)
(76,403)
(71,192)
(12,644,450)
(6,225,615)
(7,889,150)
(3,986,504)
(1,488,053)
(1,331,232)
(2,386,888)
(637,971)
(85,664)
(79,266)
(51,383)
(40,795)
(417,519)
(370,563)
(257,634)
(222,771)
(651,535)
(299,596)
(509,756)
(198,657)
41,735
90,590
-
-
(45,875)
(91,970)
-
-
-
-
(4,700,000)
(4,450,000)
(2,642,122)
-
(4,358,137)
-
(872,022)
(774,462)
(365,668)
(278,177)
11,967,069
(10,260,336)
13,004,990
(8,287,789)
(3,226,150)
-
(3,226,150)
-
8,740,919
(10,260,336)
9,778,840
(8,287,789)
8,767,421
(10,273,257)
9,778,840
(8,287,789)
(26,502)
12,921
-
-
8,740,919
(10,260,336)
9,778,840
(8,287,789)
Cents
Cents
6.4
(7.6)
6.3
(7.6)

The above income statements should be read in conjunction with the accompanying notes.

26

Balance sheets As at 30 June 2007

Note
ASSETS
Current assets
Cash and cash equivalents
8
Held to maturity investments
9
Trade and other receivables
10
Inventories
11
Other
12
Total current assets
Non-current assets
Receivables
13
Property, plant and equipment
14
Deferred tax assets
15
Intangible assets
16
Other financial assets
17
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
18
Borrowings
19
Provisions
20
Total current liabilities
Non-current liabilities
Borrowings
21
Provisions
23
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
24
Reserves
25 (a)
(Accumulated losses)
25 (b)
Parent equity interest
Minority interest
Total equity
Consolidated
Parent entity
2007
2006
2007
2006
$ $ $
$
22,623,517
15,040,749
21,065,771
12,644,989
-
1,390,040
-
-
1,791,841
318,825
2,188,071
36,469
91,166
127,380
-
-
81,322
156,332
53,880
132,620
24,587,846
17,033,326
23,307,722
12,814,078
191,116
269,070
13,915,414
12,252,559
2,212,401
3,030,158
168,843
106,424
7,932
3,899
7,932
3,899
8,397,054
8,782,985
-
-
-
-
113,525
4,586,361
10,808,503
12,086,112
14,205,714
16,949,243
35,396,349
29,119,438
37,513,436
29,763,321
1,399,232
1,742,322
898,523
1,372,795
23,804
6,726,759
23,804
6,726,759
445,028
248,422
425,802
247,943
1,868,064
8,717,503
1,348,129
8,347,497
98,211
-
98,211
-
100,631
147,081
91,965
130,021
198,842
147,081
190,176
130,021
2,066,906
8,864,584
1,538,305
8,477,518
33,329,443
20,254,854
35,975,131
21,285,803
49,224,639
47,531,679
49,224,639
47,531,679
3,948,931
1,278,408
4,484,947
1,267,419
(19,844,127)
(28,611,548)
(17,734,455)
(27,513,295)
33,329,443
20,198,539
35,975,131
21,285,803
-
56,315
-
-
33,329,443
20,254,854
35,975,131
21,285,803

The above balance sheets should be read in conjunction with the accompanying notes.

27

Statements of recognised income and expense For the year ended 30 June 2007

Exchange differences on translation of
foreign controlled entity
Net income recognised directly in
equity
Profit/(loss) for the year
Total recognised income and
expense for the year
Total recognised income and expense
for the year is attributable to:
Members of Silex Systems Limited
Minority interest
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
(630,962)
236,159
-
-
(630,962)
236,159
-
-
8,740,919
(10,260,336)
9,778,840
(8,287,789)
8,109,957
(10,024,177)
9,778,840
(8,287,789)
8,136,459
(10,037,098)
9,778,840
(8,287,789)
(26,502)
12,921
-
-
8,109,957
(10,024,177)
9,778,840
(8,287,789)

The above statements of recognised income and expense should be read in conjunction with the accompanying notes.

28

Cash flow statements For the year ended 30 June 2007

Notes
Cash flows from operating activities
Receipts from customers (inclusive of
goods and services tax)
Payments to suppliers and employees
(inclusive of goods and services tax)
Interest received
Interest paid
Income tax (paid)
Net cash inflows/(outflows) from
operating activities
34
Cash flows from investing activities
Capital injection in controlled entity, net
of cash acquired
Payment for additional interest in
controlled entities
Payments for purchase of controlled
entity, net of cash acquired
Loans to related parties
Payments for property, plant and
equipment
Proceeds from sale of property, plant and
equipment
Proceeds from maturity of held to
maturity assets
Repayment of loans by related parties
Net cash inflows/(outflows) from
investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from promissory note
Repayment of promissory note
Repayment of hire purchase liabilities
Net cash inflows/(outflows) from
financing activities
Net increase in cash held
Cash and cash equivalents at the
beginning of the financial year
Effects of exchange rate changes on cash
Cash and cash equivalents at end of
year
8
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
33,331,202
844,010
32,678,896
41,399
(16,415,882)
(8,792,757)
(11,260,575)
(4,520,980)
1,347,336
619,272
1,209,018
442,442
(9,997)
(949)
(9,997)
(949)
(3,228,360)
-
(3,228,360)
-
15,024,299
(7,330,424)
19,388,982
(4,038,088)
-
-
-
(790,000)
(10,000)
-
(10,000)
-
-
-
(1)
-
(140,717)
-
(2,744,374)
-
(571,671)
(555,158)
(17,195)
(23,046)
9,636
14,027
9,636
12,727
1,390,040
1,736,842
-
-
171,928
120,160
-
-
849,216
1,315,871
(2,761,934)
(800,319)
1,118,091
674,426
1,118,091
674,426
-
6,849,500
-
6,849,500
(6,726,759)
-
(6,726,759)
-
(22,985)
(29,681)
(22,985)
(29,681)
(5,631,653)
7,494,245
(5,631,653)
7,494,245
10,241,862
1,479,692
10,995,395
2,655,838
15,040,749
13,416,292
12,644,989
9,989,151
(2,659,094)
144,765
(2,574,613)
-
22,623,517
15,040,749
21,065,771
12,644,989

Financing arrangements 21 Non-cash financing and investing activities 35

The above cash flow statements should be read in conjunction with the accompanying notes.

29

Notes to the financial statements 30 June 2007

Note Contents Page
1 Summary of significant accounting policies 31
2 Financial risk management 39
3 Critical accounting estimates and judgements 40
4 Revenue 40
5 Other income 41
6 Expenses 41
7 Income tax 42
Assets
8 Current assets - Cash and cash equivalents 43
9 Current assets- Held to maturity investments 43
10 Current assets – Trade and other receivables 43
11 Current assets - Inventories 44
12 Current assets - Other Assets 44
13 Non-current assets – Receivables 44
14 Non-current assets - Property, plant and equipment 46
15 Non-current assets – Deferred tax assets 48
16 Non-current assets - Intangibles 49
17 Non-current assets - Other financial assets 50
Liabilities
18 Current liabilities – Trade and other payables 50
19 Current liabilities - Borrowings 50
20 Current liabilities - Provisions 51
21 Non-current liabilities – Borrowings 51
22 Non-current liabilities – Deferred tax liabilities 52
23 Non-current liabilities – Provisions 53
Total equity
24 Contributed equity 53
25 Reserves and accumulated losses 56
26 Franking account balance 57
27 Commitments for expenditure 57
28 Key management personnel disclosures 58
29 Related party transactions 60
30 Remuneration of auditors 62
31 Segment information 62
32 Earnings per share 65
33 Investments in controlled entities 65
34 Reconciliation of profit/(loss) after income tax
to net cash inflow/(outflow) from operating activities 66
35 Non-cash financing and investing activities 66
36 Share-based payments 66
37 Events occurring after reporting date 69

30

Notes to the financial statements 30 June 2007

Note 1 Summary of significant accounting policies

The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for Silex Systems Limited as an individual entity and the consolidated entity consisting of Silex Systems Limited and its subsidiaries.

(a) Basis of preparation

This general purpose financial report has been prepared in accordance with Australian equivalents to International Financial Reporting Standards (AIFRSs), other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.

Compliance with IFRSs

Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the consolidated financial statements and notes of Silex Systems Limited comply with International Financial Reporting Standards (IFRS). The parent entity financial statements and notes also comply with IFRS except that it has elected to apply the relief provided to parent entities in respect of certain disclosure requirements contained in AASB 132 Financial Instruments: Presentation and Disclosure.

Early adoption of standard

The Group has elected to apply the following pronouncement to the annual reporting period beginning 1 July 2006:

(i) revised AASB 101 Presentation of Financial Statements (issued October 2006)

This includes applying the pronouncement to the comparatives in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors . No adjustments to any of the financial statements were required for the above pronouncement, but certain disclosures are no longer required and have therefore been omitted.

Historical cost convention

These financial statements have been prepared under the historical cost convention.

Critical accounting estimates

The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’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.

(b) Principles of consolidation

(i) Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Silex Systems Limited (''company'' or ''parent entity'') as at 30 June 2007 and the results of all subsidiaries for the year then ended. Silex Systems Limited and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity.

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The Company has elected, under AASB1, to grandfather pre-transition business combinations.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group (refer to note 1(i)). The Group applies a policy of treating transactions with minority interest as transactions with parties external to the Group. Disposals to minority interests result in gains and losses

31

Notes to the financial statements 30 June 2007 (continued)

for the Group that are recorded in the income statement. Purchases from minority interests result in goodwill, being the difference between any consideration paid and the relevant share acquired of the carrying value of identifiable net assets of the subsidiary.

Intercompany transactions, balances and unrealised gains on transactions between Group companies 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 Group.

Minority interests in the results and equity of subsidiaries are shown separately in the consolidated income statement and balance sheet respectively.

(c) Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.

(d) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is Silex Systems Limited’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

(iii) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

  • income and expenses for each income statement are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

  • all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings, are taken to shareholders’ equity. When a foreign operation is sold or borrowings repaid, a proportionate share of such exchange differences are recognised in the income statement as part of the gain or loss on sale.

(e) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. Revenue is recognised for the major business activities as follows:

(i) Sale of goods

A sale is recorded when goods have been despatched to a customer pursuant to a sales order and the associated risks have passed to the carrier or customer.

32

Notes to the financial statements 30 June 2007 (continued)

(ii) Interest income

Interest revenue is recognised using the effective interest method.

(iii) DARPA income

Revenue is recorded when the conditions under the agreement are met and there is reasonable assurance that the funds will be received.

(iv) Recoverable project costs

A sale is recorded when the customer is invoiced.

(f) Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate.

Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to the income statement on a straight line basis over the expected lives of the related assets.

(g) Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

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. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

Silex Systems Limited has not implemented the tax consolidation legislation. Fiberbyte is not a wholly owned subsidiary. Enertex was 100% owned at 30 June 2007 but it had not commenced major activities at this time.

(h) Leases

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other long term payables. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset’s useful life and the lease term.

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are

33

Notes to the financial statements 30 June 2007 (continued)

classified as operating leases (note 27). Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

(i) Acquisitions of assets

The purchase method of accounting is used to account for all acquisitions of assets (including business combinations) regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill (refer to note 1(r)). If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

(j) Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation 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. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

(k) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of nine months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

(l) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Trade receivables are due for settlement no more than 60 days from the date of recognition.

Collectibility of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.

(m) Inventories

Raw materials and stores, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials on an actual cost basis.

34

Notes to the financial statements 30 June 2007 (continued)

(n) Investments and other financial assets

The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at each reporting date.

(i) Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet date which are classified as non-current assets. Loans and receivables are included in receivables in the balance sheet (notes 10 and 13).

(ii) Held to maturity investments

Held to maturity investments are fixed term deposits with financial institutions that the Group’s management has the positive intention and ability to hold to maturity.

(iii) Investment in subsidiaries

Investment in subsidiaries is booked in the accounts of the parent entity at the fair value of assets given as consideration.

(o) Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either; (1) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast transactions (cash flow hedges).

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.

(i) Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

(ii) Derivatives that do not qualify for hedge accounting

Certain derivative instruments may not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement.

(p) Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market (for example,

35

Notes to the financial statements 30 June 2007 (continued)

over-the-counter derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of forward exchange contracts is determined using forward exchange market rates at the balance sheet date.

The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

(q) Property, plant and equipment

Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation on assets is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:

- Leasehold improvements 2 years
- Plant and Machinery 3-10 years
- Vehicles 5-7 years
- Furniture, fittings and equipment 3-10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 1(j)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement. When revalued assets are sold, it is Group policy to transfer the amounts included in other reserves in respect of those assets to retained earnings.

(r) Intangible assets

(i) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates is included in investments in associates. Goodwill acquired in business combinations is not amortised. Instead, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the Group’s investment in each country of operation by each primary reporting segment (note 31).

(ii) Intellectual property

Intellectual property on acquisition of investment in subsidiaries is amortised on a straight line basis over five years.

36

Notes to the financial statements 30 June 2007 (continued)

(iii) Research and development

Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical knowledge and understanding, is recognised in the income statement as an expense when it is incurred.

Costs incurred on development projects relating to the design and testing of new or improved products are recognised as intangible assets when it is probable that the project will be a success considering its commercial and technical feasibility and its costs can be measured reliably. Other expenditure that does not meet these expenditure are recognised as an expense as incurred. Given the stage of development of the Company’s technologies, research and developments costs are expensed as incurred.

(s) Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 45 days of recognition.

(t) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

(i) Convertible note

The Group had a US$5 million convertible note with General Electric at 30 June 2006 which was classified in Borrowings. Maturity was dependent upon US government approval. Full government approvals were received in October 2006 and the note was settled as part consideration for the Up Front Agreement payment by GE.

(u) Borrowing costs

Borrowing costs are recognised as expenses in the period in which they are incurred.

(v) Provisions

Provisions for legal claims and service warranties are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

(w) Employee benefits

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave are recognised in other payables in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with

37

Notes to the financial statements 30 June 2007 (continued)

terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(iii) Retirement benefit obligations

Some employees of the Group are entitled to benefits on retirement, disability or death from the Group’s defined contribution superannuation plan. The fund receives fixed contributions from Group companies and the Group’s legal or constructive obligation is limited to these contributions.

(iv) Share-based payments

Share-based compensation benefits are provided to employees via the Silex Systems Limited Employee Option Plan. Ownership-based remuneration is also provided to employees via the Translucent Inc Employee Option Plan. Information relating to these schemes is set out in note 36.

The fair value of options granted under the Silex Systems Limited Employee Option Plan and Translucent Inc Employee Option Plan are recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options.

The fair value at grant date is independently determined using a Binomial option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

The fair value of the options granted excludes the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate.

Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital.

(x) Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.

(y) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit/loss attributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(z) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net

38

Notes to the financial statements 30 June 2007 (continued)

amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.

(aa) New accounting standards and UIG interpretations

Certain new accounting standards and UIG interpretations have been published that are not mandatory for 30 June 2007 reporting periods. The Group’s assessment of the impact of these new standards and interpretations is set out below.

(i) AASB 7 Financial Instruments: Disclosures and AASB 2005-10 Amendments to Australian Accounting Standards [AASB 132, AASB 101, AASB 114, AASB 117, AASB 133, AASB 139, AASB 1, AASB 4, AASB 1023 & AASB 1038]

AASB 7 and AASB 2005-10 are applicable to annual reporting periods beginning on or after 1 January 2007. The Group has not adopted the standards early. Application of the standards will not affect any of the amounts recognised in the financial statements, but may impact the type of information disclosed in relation to the Group’s financial instruments.

(ii) AASB-1 10 Interim Financial Reporting and Impairment

AASB-I 10 is applicable to reporting periods commencing on or after 1 November 2006. The Group has not recognised an impairment loss in relation to goodwill, investments in equity instruments or financial assets carried at cost in an interim reporting period but subsequently reversed the impairment loss in the annual report. Application of the interpretation will therefore have no impact on the Group’s or the parent entity’s financial statements.

Note 2. Financial risk management

The Group’s activities expose it to a variety of financial risks; market risk (including currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The Group’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 Group. The Group at times uses derivative financial instruments such as foreign exchange contracts to hedge certain risk exposures.

Risk management is carried out by senior management under policies approved by the Board of Directors. Senior management identifies, evaluates and hedges financial risks in close co operation with the Group’s operating units. The Board provides principles for overall risk management, as well as policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risk, use of derivative financial instruments and investing excess liquidity.

(a) Market risk

(i) Foreign exchange 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 Group operates internationally and is exposed to foreign exchange risk arising from currency exposures to the US dollar.

Forward contracts are sometimes used to manage foreign exchange risk. Senior management is responsible for managing exposures in each foreign currency.

(ii) Fair value interest rate risk Refer to (d) below.

(b) Credit risk

39

Notes to the financial statements 30 June 2007 (continued)

The Group has a significant concentration of credit risk with its main receipts coming from Ausindustry, DARPA, banks (interest income) and GE. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. Cash transactions are limited to high credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any one financial institution.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities.

(d) Cash flow and fair value interest rate risk

As the Group has significant interest-bearing assets, the Group’s income and operating cash flows are influenced by changes in market interest rates.

The Group manages its cash flow interest-rate risk by having a spread of maturity dates with different institutions.

Note 3. Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(i) Estimated impairment of goodwill

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 1(r). The recoverable amounts of cash generating units have been determined based on the value-in-use calculations. These calculations require the use of assumptions. Refer to note 16 for details of these assumptions.

(ii) Income taxes

The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Note 4 Revenue
From continuing operations
Up Front Uranium Agreement Fee
Recoverable Project costs
Interest income
DARPA contract
Services
Other
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
26,878,000
-
26,878,000
-
7,343,892
-
7,343,892
-
1,342,171
616,213
2,246,907
1,327,167
159,340
487,174
-
-
-
-
1,831
40,357
20,798
8,723
12,878
5,537
35,744,201
1,112,110
36,483,508
1,373,061

40

Notes to the financial statements 30 June 2007 (continued)

Translucent has a contract with the US Defence Department – Defence Advanced Projects Agency (DARPA) Program. Revenue comes from the Microsystems Technology Office – Electronic and Photonic Integrated Circuits (EPIC) program.

Note 5 Other income
Foreign currency exchange gains (net)
Government Grants
Net gain on sale of property, plant and
equipment
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
-
132,801
-
444,827
390,776
400,329
-
-
-
11,424
-
12,727
390,776
544,554
-
457,554

(i) Government grants

Commercial Ready grants of $390,776 (2006: $400,329) were recognised as other income by the Group during the financial year. There are no unfulfilled conditions attaching to these grants. The grant was received by Fiberbyte Pty Ltd and part of it may be repayable in certain circumstances. These include if a change in control of Fiberbyte occurs without Ausindustry’s consent; Fiberbyte wishes to commercialise the project other than as represented in its grant application; significantly additional aspects of the project would be commercialised in a country other than Australia, or overseas commercialisation would deliver significantly reduced national benefit when compared to the proposed commercialisation arrangements set out in the application; Fiberbyte becomes insolvent; or Fiberbyte breaches any warranty contained in the Agreement conditions.

Note 6 Expenses:
Profit/(loss) before income tax includes the
following expenses:
Depreciation of plant and equipment
Amortisation of leasehold improvements
Amortisation of intellectual property
Total depreciation and amortisation
Finance costs
Interest and finance charges paid/payable
Finance costs expensed
Rental expenses relating to operating leases
Minimum lease payments
Provision for employee entitlements
Write down of investments to recoverable
amount
Defined contribution superannuation expense
Provision for warranties
Research and development costs
Foreign exchange losses
Loss on disposal of property, plant and
equipment
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
1,129,425
1,370,328
76,403
71,192
63,641
161,178
-
-
395,496
394,380
-
-
1,588,562
1,925,886
76,403
71,192
9,997
949
9,997
949
9,997
949
9,997
949
417,519
370,563
257,634
222,771
150,077
100,743
139,803
93,171
-
-
4,700,000
4,450,000
319,096
237,734
278,843
196,621
79
90
-
-
11,253,050
5,861,236
11,212,776
3,226,381
2,642,122
-
4,358,137
-
555
-
555
-

41

Notes to the financial statements 30 June 2007 (continued)

Note 7 Income tax
(a) Income tax expense
Current tax
Deferred tax
Under provided in prior years
Income tax expense is attributable to:
Profit from continuing operations
Profit from discontinued operations
Aggregate income tax expense
Deferred income tax expense included in
income tax expense comprises:
(Increase) in deferred tax assets
Increase in deferred tax liabilities
(b) Numerical reconciliation of income tax
expense to prima facie tax payable
Profit/(loss) before income tax expense
Income tax calculated @ 30%
Tax effect of amounts which are not deductible
(taxable) in calculating taxable income
Amortisation of intangibles
Share based payments
Write down of investments to recoverable
amount
Research and development concession
Sundry items
Deferred tax asset and deferred tax liability not
recognised
Effect of higher rates on overseas income
Under provided tax paid for previous year
Income tax expense
(c) Amounts recognised directly in equity
Aggregate current and deferred tax arising in
the reporting period and not recognised in net
profit or loss but directly debited or credited to
equity
Net deferred tax - debited (credited) directly to
equity
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
-
-
-
-
(2,210)
-
(2,210)
-
3,228,360
-
3,228,360
-
3,226,150
-
3,226,150
-
3,226,150
-
3,226,150
-
-
-
-
-
3,226,150
-
3,226,150
-
(2,210)
-
(2,210)
-
-
-
-
-
(2,210)
-
(2,210)
-
11,967,069
(10,260,336)
13,004,990
(8,287,789)
3,590,121
(3,078,101)
3,901,497
(2,486,337)
118,649
118,314
-
-
1,031,454
133,272
1,015,080
133,272
-
-
1,410,000
1,335,000
(90,000)
(174,750)
(90,000)
(174,750)
17,252
23,986
15,162
16,486
4,667,476
(2,977,279)
6,251,739
(1,176,329)
(3,782,136)
3,436,168
(6,253,949)
1,176,329
(887,550)
(458,889)
-
-
3,228,360
-
3,228,360
-
3,226,150
-
3,226,150
-
(1,823)
(3,899)
(1,823)
(3,899)

42

Notes to the financial statements 30 June 2007 (continued)

(d) Tax losses
Unused tax losses for which no deferred tax
asset has been recognised
Potential tax benefit at tax rate
25,828,067
34,365,512
2,133,024
13,999,925
10,385,516
12,559,812
639,907
4,199,978

A deferred tax asset has not been recognised as the consolidated entity has a history of tax losses. The benefit of a deferred tax asset will only be obtained if:

(i) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised,

(ii) the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation, and

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

Note 8 Current assets - Cash and cash
equivalents
Cash at bank and on hand
Deposits at call
Short term bank deposits
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
4,131,729
1,410,404
2,617,387
567,600
800,000
7,600,000
800,000
7,600,000
17,691,788
6,030,345
17,648,384
4,477,389
22,623,517
15,040,749
21,065,771
12,644,989

(a) Cash at bank and on hand

These bear interest between 0% and 5.5% (2006: between 0% and 5.0%).

(b) Deposits at call

These bear interest at 6.2% (2006: 5.7%).

(c) Short term bank deposits

The deposits bear interest between 5.2% and 6.39% (2006: between 3.2% and 5..98%). These deposits have an average maturity of 31 days.

Note 9 Current assets - Held to maturity investments

Bank deposits

- 1,390,040 - -

In the prior year, the bank deposits earned interest at 4.11%. In the prior year, the deposits had an average maturity of 365 days.

Note 10 Current assets - Trade and other receivables

Trade debtors
Less: Provision for doubtful debts
Other receivables
Loans to controlled entities
Loans to other related parties
Accrued income
910,269
95,214
909,212
-
-
-
-
-
910,269
95,214
909,212
-
65,652
42,880
51,955
27,239
-
-
560,625
-
149,641
134,535
-
-
666,279
46,196
666,279
9,230
1,791,841
318,825
2,188,071
36,469

43

Notes to the financial statements 30 June 2007 (continued)

(a) Other receivables

These amounts generally arise from transactions outside the usual operating activities of the consolidated entity. Collateral is not normally obtained.

(b) Effective interest rate and credit risk

Information concerning the effective interest rate and credit risk of both current and non-current receivables is set out in the non-current receivables note (note 13).

Note 11 Current assets - Inventories
Raw materials and stores - at cost
Finished goods - at cost
Less: Provision for obsolescence
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
159,037
113,876
-
-
134,746
138,172
-
-
293,783
252,048
-
-
(202,617)
(124,668)
-
-
91,166
127,380
-
-

(a) Inventory expense

Write-downs of inventories to net realisable value recognised as an expense during the year ended 30 June 2007 amounted to $77,949 (2006: $31,293). The expense has been included in “Other expenses from ordinary activities” in the income statement.

Note 12 Current assets - Other Assets

Note 12 Current assets - Other Assets
Prepayments
Note 13 Non-current assets - Receivables
Loans to controlled entities
Loans to other related parties
81,322
156,332
53,880
132,620
-
-
13,915,414
12,252,559
191,116
269,070
-
-
191,116
269,070
13,915,414
12,252,559

Further information relating to loans to controlled entities and other related parties is set out in note 29.

(a) Fair values

The fair values and carrying values of non-current receivables of the Group are as follows:

Loans to other related parties 2007
2006
Carrying
Fair
Carrying
Fair
amount
value
amount
value
$
$
$ $
191,116
191,116
269,070
269,070

The fair values are based on cash flows discounted using a current lending rate of 6% (2006: 6%).

(b) Interest rate risk

The Group’s exposure to interest rate risk and the effective weighted average interest rate by maturity periods is set out in the following tables.

44

Notes to the financial statements 30 June 2007 (continued)

2007
Floating
interest
rate
1 year or
less
Over 1 to
2 years
Over 2 to
3 years
Over 3 to
4 years
Non-
interest
bearing
Total
$ $ $ $ $ $ $ Trade
receivables
-
-
-
-
910,269
910,269
Loans to other
related parties
-
149,641
142,256
24,430
24,430
-
340,757
Other
receivables
-
-
-
-
65,652
65,652
Accrued
income
-
41,031
-
-
625,248
666,279
-
190,672
142,256
24,430
24,430
1,601,169
1,982,957
Weighted
average interest
rate
-
5.90%
6.00%
6.00%
6.00%
-
2006
Floating
interest
rate
1 year or
less
Over 1 to 2
years
Over 2 to
3 years
Non-
interest
bearing
Total
$ $ $ $ $ $ Trade receivables
-
-
-
-
95,214
95,214
Loans to other related
parties
-
134,535
134,535
134,535
-
403,605
Other receivables
-
-
-
-
42,880
42,880
Accrued income
-
46,196
-
-
-
46,196
-
180,731
134,535
134,535
138,094
587,895
Weighted average interest
rate
-
5.49%
6.00%
6.00%
-
Floating
interest
rate
1 year or
less
Over 1 to
2 years
Over 2 to
3 years
Over 3 to
4 years
Non-
interest
bearing
Total
$ $ $ $ $ $ $
Floating
interest
rate
1 year or
less
Over 1 to
2 years
Over 2 to
3 years
Over 3 to
4 years
Non-
interest
bearing
Total
$ $ $ $ $ $ $
-
-
-
-
-
-
-
910,269
910,269

149,641
142,256
24,430
24,430
-
340,757

-
-
-
65,652
65,652

41,031
-
-
625,248
666,279
- 190,672
142,256
24,430
24,430
1,601,169
1,982,957
- 5.90%
6.00%
6.00%
6.00%
-
Floating
interest
rate
1 year or
less
Over 1 to 2
years
Over 2 to
3 years
Non-
interest
bearing
Total
$ $ $ $ $ $
-
-
-
-
95,214
95,214
-
134,535
134,535
134,535
-
403,605
-
-
-
-
42,880
42,880
-
46,196
-
-
-
46,196
-
180,731
134,535
134,535
138,094
587,895
-
5.49%
6.00%
6.00%
-

(c) Credit risk

The balance of trade receivables represents the balance owing from General Electric. The loan to related parties represents loans to employees of Translucent Inc.

45

Notes to the financial statements 30 June 2007 (continued)

Note 14 Non- current assets - Property, plant and equipment

Consolidated

At 1 July 2005
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2006
Opening net book amount
Exchange differences
Additions
Disposals
Depreciation charge
Closing net book value
At 30 June 2006
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2007
Opening net book amount
Exchange differences
Additions
Disposals
Depreciation charge
Closing net book value
At 30 June 2007
Cost
Accumulated depreciation
Net book amount
Plant and
equipment
Leasehold
improvements
Motor
vehicles
Total
$ $ $ $
6,794,387
781,369
170,775
7,746,531
(3,106,778)
(583,672)
(138,366)
(3,828,816)
3,687,609
197,697
32,409
3,917,715
3,687,609
197,697
32,409
3,917,715
87,472
3,922
-
91,394
512,974
22,643
19,541
555,158
(2,603)
-
-
(2,603)
(1,350,034)
(161,178)
(20,294)
(1,531,506)
2,935,418
63,084
31,656
3,030,158
7,442,079
825,663
126,623
8,394,365
(4,506,661)
(762,579)
(94,967)
(5,364,207)
2,935,418
63,084
31,656
3,030,158
2,935,418
63,084
31,656
3,030,158
(311,848)
(6,141)
-
(317,989)
525,194
40,005
138,290
703,489
-
-
(10,191)
(10,191)
(1,093,396)
(63,641)
(36,029)
(1,193,066)
2,055,368
33,307
123,726
2,212,401
7,022,482
759,941
248,665
8,031,088
(4,967,114)
(726,634)
(124,939)
(5,818,687)
2,055,368
33,307
123,726
2,212,401

46

Notes to the financial statements 30 June 2007 (continued)

Parent entity
At 1 July 2005
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2006
Opening net book amount
Additions
Disposals
Depreciation charge
Closing net book value
At 30 June 2006
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2007
Opening net book amount
Additions
Disposals
Depreciation charge
Closing net book value
At 30 June 2007
Cost
Accumulated depreciation
Net book amount
Plant and
equipment
Leasehold
improvements
Motor
vehicles
Total
$ $ $ $
567,041
-
170,775
737,816
(444,880)
-
(138,366)
(583,246)
122,161
-
32,409
154,570
122,161
-
32,409
154,570
3,506
-
19,540
23,046
-
-
-
-
(50,898)
-
(20,294)
(71,192)
74,769
-
31,655
106,424
548,789
-
126,623
675,412
(474,020)
-
(94,968)
(568,988)
74,769
-
31,655
106,424
74,769
-
31,655
106,424
10,723
-
138,290
149,013
-
-
(10,191)
(10,191)
(40,374)
-
(36,029)
(76,403)
45,118
-
123,725
168,843
559,513
-
248,664
808,177
(514,395)
-
(124,939)
(639,334)
45,118
-
123,725
168,843

47

Notes to the financial statements 30 June 2007 (continued)

Note 15 Non-current assets - Deferred tax
assets
The balance comprises temporary differences
attributable to :
Amounts recognised in profit or loss
Provision for employee entitlements and
warranties
Provisions for stock obsolescence
Depreciation
Payables not deductible
Investment in subsidiary
Loans to related parties
Foreign currency cash balances
Amortisation of share issue expenses
Tax losses
Amounts recognised directly in equity
Share issue expenses
Set-off deferred tax liabilities of parent entity
pursuant to set-off provisions
Net deferred assets not recognised
Net deferred tax assets
Movements:
Opening at 1 July
Credited/(charged) to the income statement
Credited/(charged) to equity
Closing balance at 30 June
Deferred tax assets to be recovered after more
than 12 months
Deferred tax assets to be recovered within 12
months
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
163,530
118,651
155,330
113,389
60,785
37,400
-
-
93,205
180,194
90,496
176,845
242,097
391,065
192,485
343,105
-
-
7,661,987
6,492,588
-
-
413,226
-
772,384
-
772,384
-
7,932
3,899
7,932
3,899
10,385,516
12,553,309
639,907
4,199,978
11,725,449
13,284,518
9,933,747
11,329,804
1,823
3,899
1,823
3,899
11,727,272
13,288,417
9,935,570
11,333,703
(134,048)
(218,939)
(12,309)
(141,403)
(11,585,292)
(13,065,579)
(9,915,329)
(11,188,401)
7,932
3,899
7,932
3,899
3,899
-
3,899
-
-
-
-
-
4,033
3,899
4,033
3,899
7,932
3,899
7,932
3,899
7,932
3,899
7,932
3,899
-
-
-
-
7,932
3,899
7,932
3,899

48

Notes to the financial statements 30 June 2007 (continued)

Consolidated
Note 16 Non-current assets - Intangible
assets
At 1 July 2005
Cost
Accumulated amortisation and impairment
Net book amount
Year ended 30 June 2006
Opening net book value
Amortisation charge
Closing net book value
At 30 June 2006
Cost
Accumulated amortisation and impairment
Net book amount
Year ended 30 June 2007
Opening net book value
Additions - increased shareholding in
subsidiary
Amortisation charge

Closing net book value
At 30 June 2007
Cost
Accumulated amortisation and impairment
Net book amount
Intellectual
property on
consolidation
Goodwill
Total
$ $ $
1,971,008
9,191,896
11,162,904
(1,117,043)
(868,496)
(1,985,539)
853,965
8,323,400
9,177,365
853,965
8,323,400
9,177,365
(394,380)
-
(394,380)
459,585
8,323,400
8,782,985
1,971,008
9,191,896
11,162,904
(1,511,423)
(868,496)
(2,379,919)
459,585
8,323,400
8,782,985
459,585
8,323,400
8,782,985
9,565
-
9,565
(395,496)
-
(395,496)
73,654
8,323,400
8,397,054
1,980,573
9,191,896
11,172,469
(1,906,919)
(868,496)
(2,775,415)
73,654
8,323,400
8,397,054
  • Amortisation of $395,496 (2006: $394,380) is included in depreciation and amortisation expense in the income statement.

(a) Impairment tests for goodwill

Goodwill is allocated to the Group’s cash-generating units (CGU’s) identified according to business segment and country of operation.

A segment-level summary of the goodwill allocated is presented below.

2007
Research and development
2006
Research and development
United States of
America
Total
$ $
8,323,400
8,323,400
United States of
America
Total
$ $
8,323,400
8,323,400

49

Notes to the financial statements 30 June 2007 (continued)

The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using estimated growth rates of 15%.

(b) Key assumptions used for value-in-use calculations

Research and development
United States of America
Australia
Discount rate
2007
2006
%
%
40
40
40
40

The discount rates used are pre-tax and reflect specific risks relating to the relevant segments, the stage of development of the technologies and the countries in which they operate.

Note 17 Non-current assets - Other
financial assets
Shares in controlled entities at cost - (note
33)
Less: Provision for write down to recoverable
amount
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
-
-
24,630,427
24,403,263
-
-
(24,516,902)
(19,816,902)
-
-
113,525
4,586,361

The provision for write down to recoverable amount has been calculated based on discounted cash flow calculations for the controlled entities. These calculations are updated at least annually. The controlled entities have continued their research and development activities and as such remain in loss making positions, hence due to the nature of these businesses, a provision against the value of the investment has been raised.

Note 18 Current Liabilities - Trade and
other payables
Trade creditors
Other creditors
Note 19 Current liabilities - Borrowings
Secured
Hire purchase liabilities
Unsecured
Convertible note
Total current borrowings
743,447
1,197,410
372,124
949,982
655,785
544,912
526,399
422,813
1,399,232
1,742,322
898,523
1,372,795
23,804
-
23,804
-
-
6,726,759
-
6,726,759
23,804
6,726,759
23,804
6,726,759

(a) Hire purchase liabilities and assets pledged as security

Hire purchase liabilities are effectively secured as the right to the asset reverts to the bank in the event of default. The interest rate on the hire purchase liability was 7.64 % in 2007. Refer note 21 for details of assets pledged as security.

50

Notes to the financial statements 30 June 2007 (continued)

(b) Convertible note

Silex signed a Technology Commercialisation and License Agreement with General Electric Company in 2006. Under the Agreement, a convertible note was set up. After full US Government approval for the project was given, part of the Advance payment due was satisfied by surrender of the convertible note. The note did not bear interest.

Note 20 Current liabilities - Provisions
Employee Benefits - long service leave
Warranties
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
444,470
247,943
425,802
247,943
558
479
-
-
445,028
248,422
425,802
247,943

(a) Warranties

Provision is made for the estimated warranty claims in respect of products sold. These claims are expected to be settled in the next financial year but this may be extended into the following year.

Note 21 Non Current liabilities - Borrowings Secured

Hire purchase liabilities 98,211 - 98,211 -

(a) Hire purchase liabilities and assets pledged as security

Hire purchase liabilities are effectively secured as the right to the asset reverts to the bank in the event of default. The interest rate on the hire purchase liability was 7.64 % in 2007. The carrying amount of assets pledged as security are:

Plant and equipment under hire purchase
(b) Fair value
The carrying amount and fair value of borrowings
at balance date are:
Hire purchase liabilities
Convertible promissory note
112,316
-
112,316
-
2007
2006
Carrying
amount
Fair value
Carrying
amount
Fair
value
$
$
$
$ 122,015
122,015
-
-
-
-
6,726,759
6,726,759
122,015
122,015
6,726,759
6,726,759

(c) Interest rate exposure

The following table sets out the Group’s exposure to interest rate risk, including the contractual repricing dates and the effective weighted average interest rate by maturity periods.

2007
Hire purchase liabilities
Weighted average interest rate
2006
Convertible promissory note
Weighted average interest rate
Floating
interest
rate
1 year
or less
Over 1
to 2
years
Over 2 to
3 years
Non-
interest
bearing
Total
$ $ $ $ $ $
-
23,804
25,713
72,498
-
122,015
7.64%
7.64%
7.64%
-
-
-
-
6,726,759
6,726,759
0%

51

Notes to the financial statements 30 June 2007 (continued)

(d) Financing arrangements

Unrestricted access was available at balance date to the following lines of credit:

Unrestricted access was available at
balance date to the following lines of
credit:
Credit standby arrangements
Total facilities
Documentary credit facility (overseas)
Visa facility
Used at balance date
Documentary credit facility (overseas)
Visa facility
Unused at balance date
Documentary credit facility (overseas)
Visa facility
Bank loan facilities
Total facilities
Used at balance date
Unused at balance date
Note 22 Non-current liabilities -Deferred
tax liabilities
The balance comprising temporary
differences attributable to :
Amounts recognised in profit or loss
Prepayments and accrued interest
Exchange gains
Depreciation
Set off deferred tax liabilities pursuant to
set-off provisions
Net deferred tax liabilities
Movements:
Opening at 1 July
Credited/(charged) to the income statement
Credited/(charged) to equity
Closing balance at 30 June
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$ 100,000
100,000
100,000
100,000
90,000
90,000
90,000
90,000
190,000
190,000
190,000
190,000
-
-
-
-
-
-
-
-
-
-
-
-
100,000
100,000
100,000
100,000
90,000
90,000
90,000
90,000
190,000
190,000
190,000
190,000
`
190,000
190,000
190,000
190,000
-
-
-
-
190,000
190,000
190,000
190,000
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
12,309
2,769
12,309
2,769
-
36,822
-
138,634
134,048
179,348
-
-
146,357
218,939
12,309
141,403
(146,357)
(218,939)
(12,309)
(141,403)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

52

Notes to the financial statements 30 June 2007 (continued)

Deferred tax liabilities to be recovered
after more than 12 months
Deferred tax liabilities to be recovered
within 12 months
Note 23 Non-current liabilities - Provisions
Employee benefits - long service leave
Note 24 Contributed equity
(a) Share capital
Ordinary shares
Fully paid
(b) Movements in ordinary share capital
Date
Details
-
-
-
-
-
-
-
-
-
-
-
-
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$ 100,631
147,081
91,965
130,021
Parent entity
Parent entity
2007
2006
2007
2006
Shares
Shares
$
$ 137,479,129
136,004,629
49,224,639
47,531,679
Number of
shares
Issue
Price$ $
30 June 2005
Balance
134,995,629
46,694,342
15 September 2005
Exercise of options
Proceeds received
65,000
0.65
42,250
Transfer from share-based payments
reserve
16,159
4 October 2005
Exercise of options
Proceeds received
45,000
0.65
29,250
Transfer from share-based payments
reserve
11,187
27 October 2005
Exercise of options
Proceeds received
200,000
0.55
110,000
Proceeds received
120,000
0.65
78,000
Transfer from share-based payments
reserve
29,832
16 November 2005
Exercise of options
Proceeds received
35,000
0.65
22,750
Transfer from share-based payments
reserve
8,701
30 November 2005
Exercise of options
Proceeds received
5,000
0.65
3,250
Transfer from share-based payments
reserve
1,243
20 December 2005
Exercise of options
Proceeds received
20,000
0.65
13,000
Transfer from share-based payments
reserve
4,972
10 January 2006
Exercise of options
Proceeds received
30,000
0.55
16,500
7 February 2006
Exercise of options
Proceeds received
100,000
0.65
65,000

53

Notes to the financial statements 30 June 2007

(continued)

Proceeds received
Transfer from share-based payments
reserve
27 February 2006
Exercise of options
Proceeds received
Proceeds received
Proceeds received
Transfer from share-based payments
reserve
21 March 2006
Exercise of options
Proceeds received
6 April 2006
Exercise of options
Proceeds received
Transfer from share-based payments
reserve
16 May 2006
Exercise of options
Proceeds received
Transfer from share-based payments
reserve
27 June 2006
Exercise of options
Proceeds received
Proceeds received
Proceeds received
Transfer from share-based payments
reserve
Less transaction costs arising on share
issue
Deferred tax credit recognised directly in
equity
11 July 2006
Exercise of options
Proceeds received
Proceeds received
Proceeds received
Proceeds received
Transfer from share based payments
reserve
11 August 2006
Exercise of options
Proceeds received
Proceeds received
Transfer from share based payments
reserve
30 August 2006
Exercise of options
Proceeds received
Proceeds received
Proceeds received
Transfer from share based payments
reserve
13 September 2006
Exercise of options
Proceeds received
Proceeds received
Proceeds received
20,000
0.73
10,000
0.55
16,000
0.73
15,000
0.65
28,000
0.73
5,000
0.65
115,000
0.95
90,000
0.73
50,000
0.65
40,000
0.95
136,004,629
32,000
0.73
30,000
0.65
85,000
0.95
12,500
0.88
35,000
0.65
2,000
0.73
35,000
0.73
10,000
0.65
75,000
0.95
33,000
0.73
10,000
0.65
10,000
0.95
14,600
24,860
5,500
11,680
9,750
3,729
20,440
3,250
1,243
109,250
33,132
65,700
32,500
38,000
23,954
47,544,024
(16,244)
3,899
47,531,679
23,360
19,500
80,750
11,000
37,043
22,750
1,460
8,701
25,550
6,500
71,250
24,094
24,090
6,500
9,500

54

Notes to the financial statements 30 June 2007 (continued)

Transfer from share based payments
reserve
27 October 2006
Exercise of options
Proceeds received
45,000
0.95
Proceeds received
5,000
0.73
Transfer from share based payments
reserve
30 November 2006
Exercise of options
Proceeds received
5,000
0.73
Proceeds received
35,000
0.65
Transfer from share based payments
reserve
12 December 2006
Exercise of options
Proceeds received
90,000
0.65
Proceeds received
115,000
0.73
Transfer from share based payments
reserve
1 February 2007
Exercise of options
Proceeds received
80,000
0.65
Proceeds received
10,000
0.95
Transfer from share based payments
reserve
14 March 2007
Issue of shares
27,000
7.03
29 March 2007
Exercise of options
Proceeds received
115,000
0.65
Proceeds received
10,000
0.95
Transfer from share based payments
reserve
19 April 2007
Exercise of options
Proceeds received
20,000
0.88
Transfer from share based payments
reserve
9 May 2007
Exercise of options
Proceeds received
338,000
0.85
Transfer from share based payments
reserve
23 May 2007
Exercise of options
Proceeds received
92,000
0.85
Transfer from share based payments
reserve
6 June 2007
Exercise of options
Proceeds received
13,000
0.85
Proceeds received
40,000
0.95
Transfer from share based payments
reserve
21 June 2007
Exercise of options
Proceeds received
65,000
0.65
Transfer from share based payments
reserve
Less transaction costs arising on share issue
Deferred tax credit recognised directly in equity
137,479,129
5,367
42,750
3,650
12,965
3,650
22,750
8,701
58,500
83,950
22,374
52,000
9,500
31,797
189,810
74,750
9,500
43,319
17,600
8,154
287,300
111,168
78,200
30,259
11,050
38,000
15,800
42,250
23,494
49,242,335
(19,519)
1,823
49,224,639

55

Notes to the financial statements 30 June 2007 (continued)

(c) Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

(d) Options

Information relating to the Silex Systems Limited Employee Share Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year, is set out in note 36.

Consolidated Consolidated Parent Parent entity
2007 2006 2007 2006
$ $ $ $
Note 25 Reserves and accumulated losses
(a) Reserves
Foreign currency translation reserve (689,403) (58,441) - -
Share based payments reserve 4,638,334 1,336,849 4,484,947 1,267,419
3,948,931 1,278,408 4,484,947 1,267,419
Movements
Foreign currency translation reserve
Balance at the beginning of the financial year (58,441) (283,366) - -
Net exchange differences on translation of
foreign controlled entity (630,962) 224,925 - -
Balance at the end of the financial year (689,403) (58,441) - -
Options reserve
Balance at the beginning of the financial year 1,336,849 711,316 1,267,419 657,432
Options and share based payment expense 3,655,343 791,123 3,383,601 444,239
Share based payments expense in controlled
entity - - 217,163 324,760
Minority interest in options expense 29,378 (6,578) - -
Transfer to share capital (options exercised) (383,236) (159,012) (383,236) (159,012)
Balance at the end of the financial year 4,638,334 1,336,849 4,484,947 1,267,419
(b) (Accumulated losses)
(Accumulated losses) at the beginning of
the financial year (28,611,548)
(18,338,291)
(27,513,295)
(19,225,506)
Net profit/(loss) attributable to members of
Silex Systems Limited 8,767,421
(10,273,257)
9,778,840 (8,287,789)
(Accumulated losses) at the end of the
financial year (19,844,127)
(28,611,548)
(17,734,455)
(27,513,295)

(c) Nature and purpose of reserves

(i) Share-based payments reserve

The share-based payments reserve is used to recognise the fair value of options issued but not exercised.

(ii) Foreign currency translation reserve

Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency translation reserve, as described in note 1(d). The reserve is recognised in profit and loss when the net investment is disposed of.

56

Notes to the financial statements 30 June 2007 (continued)

Note 26 Franking account balance
Franking credits available for the subsequent financial
year at 30%
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
8,140,251
4,911,891
8,127,750
4,899,390

The above amount represents the balance of the franking accounts at the end of the financial year, adjusted for:

  • (a) franking credits that will arise from the payment of the current tax liability

  • (b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date

  • (c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date, and

  • (d) franking credits that may be prevented from being distributed in subsequent financial years.

The consolidated amounts include franking credits that would be available to the parent entity if distributable profits of controlled entities were paid as dividends.

Note 27 Commitments for expenditure

(a) Hire Purchase liabilities

(a) Hire Purchase liabilities
Commitments in relation to hire purchases payable are
as follows:
Not later than one year
Later than one year but not later than five years
Minimum hire purchase payments
Deduct future finance charges not provided for in the
financial statements:
Total hire purchase liability
Consisting of : Current (note 19)
Consisting of : Non -Current (note 21)
32,328
-
32,328
-
104,826
-
104,826
-
137,154
-
137,154
-
(15,139)
-
(15,139)
-
122,015
-
122,015
-
23,804
-
23,804
-
98,211
-
98,211
-
122,015
-
122,015
-

The weighted average interest rate is 7.64%.

(b) Capital commitments

(b) Capital commitments
Commitments for the acquisition of plant and
equipment contracted for at the reporting date but not
recognised as liabilities, payable:
Not later than one year
(c) Operating leases
Commitments for minimum lease payments in relation
to non-cancellable operating leases are payable as
follows:
Not later than one year
Later than one year but not later than five years
139,203
145,000
-
145,000
63,757
83,961
10,735
31,829
30,415
13,977
30,415
13,977
94,172
97,938
41,150
45,806

57

Notes to the financial statements 30 June 2007 (continued)

(d) Other commitments

The parent entity is required to issue 750,000 fully paid shares to Translucent upon the commercialisation of Translucents’s technology. These shares will then be distributed to Translucent’s employees.

Note 28 Key management personnel disclosures (a) Directors

The following persons were directors of Silex Systems Limited during the financial year:

Chairman – non executive

B S Patterson

Executive directors

M P Goldsworthy, Managing Director, CEO C D Wilks

Non-executive directors

R P Campbell C S Goldschmidt

(b) Other key management personnel

The following person was the only other executive with authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the financial year:

Name Position Employer B J Spillane Company Secretary and Financial Controller Silex Systems Limited

B J Spillane was also a key management person during the year ended 30 June 2006. There are no officers, other than the Executive Directors and Executive named above, involved in, concerned in, or taking part in, the management of the commercial affairs of Silex Systems Limited.

(c) Key management personnel compensation

Details of the remuneration of each director of Silex Systems Limited and the specified executive of the consolidated entity, including their personally-related entities, are set out in the following tables.

Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
1,420,220
945,683
1,420,220
945,683
107,260
38,401
107,260
38,401
12,105
53,005
12,105
53,005
1,760,910
74,182
1,760,910
74,182
3,300,495
1,111,271
3,300,495
1,111,271

The company has taken advantage of the relief provided by Corporations Regulations CR2M.6.04 and has transferred the detailed remuneration disclosures to the directors’ report. The relevant information can be found in sections A-C of the remuneration report on pages 4 to 8.

(d) Equity instrument disclosures relating to key management personnel

(i) Options provided as remuneration and shares issued on exercise of such options.

Details of options provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options, can be found in section C of the remuneration report on pages 6 to 8.

(ii) Options holdings

The numbers of options over ordinary shares in the Company held during the financial year by each director of Silex Systems Limited and other key management personnel of the Group, including their personally related parties, are set out below.

58

Notes to the financial statements 30 June 2007 (continued)

2007
Name
Balance at
the start of
theyear
Granted during
the year as
compensation
Lapsed
during the
year
Exercised
during the
year
Balance at
the end of
theyear
Vested and
exercisable
at the end
of theyear
Directors of Silex
Systems Limited
Dr M P Goldsworthy
Mr C D Wilks
1,200,000
600,000
-
-
-
-
-
-
1,200,000
600,000
-
-
Other key management
personnel of the Group
Mr B J Spillane 297,000 - - (87,000) 210,000 160,000
No options are vested and unexercisable at the end of theyear.
2006
Name
Balance at
the start of
theyear
Granted during
the year as
compensation
Lapsed
during the
year
Exercised
during the
year
Balance at
the end of
theyear
Vested and
exercisable
at the end
of theyear
Directors of Silex
Systems Limited
Dr M P Goldsworthy
Mr C D Wilks
900,000
600,000
1,200,000
600,000
(900,000)
(600,000)
-
-
1,200,000
600,000
-
-
Other key management
personnel of the Group
Mr B J Spillane 269,000 50,000 - (22,000) 297,000 77,000
2006
Vested and
Balance at Granted during Lapsed Exercised Balance at exercisable
Name the start of
theyear
the year as
compensation
during the
year
during the
year
the end of
theyear
at the end
of theyear
Directors of Silex
Systems Limited
Dr M P Goldsworthy 900,000 1,200,000* (900,000) - 1,200,000 -
Mr C D Wilks 600,000 600,000* (600,000) - 600,000 -
Other key management
personnel of the Group
Mr B J Spillane 269,000 50,000 - (22,000) 297,000 77,000
  • These options were approved by shareholders at the 2006 Annual General Meeting.

(iii) Share holdings

The numbers of shares in the company held during the financial year by each director of Silex Systems Limited and other key management personnel of the Group, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation.

2007
Name
Balance at
the start of
theyear
Received
during the year
on the exercise
of options
Other
changes
during the
year
Balance at
the end of
theyear
Directors of Silex Systems Limited
Dr M P Goldsworthy
Mr C D Wilks
Dr C S Goldschmidt
Mr B S Patterson
Mr R P Campbell
6,399,533
3,094,021
2,825,937
4,073,863
1,354,823
-
-
-
-
-
(350,000)
(200,000)
(200,000)
-
-
6,049,533
2,894,021
2,625,937
4,073,863
1,354,823
Other key management personnel of the
Group
Mr B J Spillane 5,500 87,000 (49,000) 43,500

59

Notes to the financial statements 30 June 2007 (continued)

2006
Name
Balance at
the start of
theyear
Received
during the year
on the exercise
of options
Other
changes
during the
year
Balance at
the end of
theyear
Directors of Silex Systems Limited
Ordinary shares
Dr M P Goldsworthy
Mr C D Wilks
Dr C S Goldschmidt
Mr B S Patterson
Mr R P Campbell
6,399,533
3,094,021
2,825,937
4,073,863
1,354,823
-
-
-
-
-
-
-
-
-
-
6,399,533
3,094,021
2,825,937
4,073,863
1,354,823
Other key management personnel of the
Group
Ordinaryshares
Mr B J Spillane 3,000 22,000 (19,500) 5,500

Note 29 Related party transactions

(a) Subsidiaries

Interests in subsidiaries are set out in note 33.

(b) Key management personnel

Disclosures relating to key management personnel are set out in note 28.

(c) Transactions with related parties

The following transactions occurred with related parties:

Interest received/receivable from controlled entity
(Translucent Inc) on loan
Fee paid/payable to controlled entity (Translucent Inc) for
labour recharge and associated costs
Consulting fees charged to controlled entity (Fiberbyte Pty
Ltd) in relation to development of products
(d) Loans to related parties
Interest bearing loans to subsidiaries
Beginning of the year
Exchange rate movements
Loans advanced
Interest charged
End of year
Parent entity
2007
2006
$
$
1,006,088
887,641
1,920,329
-
1,831
40,357
12,252,559
11,052,712
(1,685,975)
312,206
2,342,742
-
1,006,088
887,641
13,915,414
12,252,559

The above loan advanced by Silex Systems Limited is not payable until December 2014. The average interest rate on the loan during the year was 9.25% (2006: 8.13%).

60

Notes to the financial statements 30 June 2007 (continued)

Loans to other related parties
Beginning of the year
Exchange rate movements
Loans advanced
Loan repayments received
Interest charged
End of year
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
403,605
523,765
-
-
(61,890)
14,376
-
-
140,717
-
-
-
(171,928)
(166,824)
-
-
30,253
32,288
-
-
340,757
403,605
-
-

The average interest rate on the loan during the year was 6% (2006:6%). The loans were provided to employees of Translucent Inc. The loans are to be forgiven in lieu of bonuses, subject to performance criteria, over the next three years.

Interest free loans to subsidiaries
Beginning of the year
Exchange rate movements
Loans advanced
End of year
Parent entity
2007
2006
$
$
-
-
(30,817)
-
591,442
-
560,625
-

No provisions for doubtful debts have been raised in relation to any outstanding balances, and no expense has been recognised in respect of bad or doubtful debts due from related parties.

61

Notes to the financial statements 30 June 2007 (continued)

Note 30 Remuneration of auditors
During the year the following fees were paid or
payable for services provided by the auditor of
the parent entity, its related practices and non-
audit firms:
(a) Assurance services
Audit services
PricewaterhouseCoopers Australian firm
Audit and review of financial reports and other
audit work under the Corporations Act 2001
Total remuneration for audit services
Other assurance services
PricewaterhouseCoopers Australian firm
IFRS accounting services
Audit of government grants
Total remuneration for other assurance
services
Total remuneration for assurance services
(b) Taxation services
PricewaterhouseCoopers Australian firm
Training course fees
Total remuneration for taxation services
(c) Advisory services
PricewaterhouseCoopers Australian firm
Corporate finance advice
Total remuneration for advisory services
Total remuneration
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
105,812
78,383
105,812
78,383
105,812
78,383
105,812
78,383
-
6,000
-
6,000
3,000
2,500
-
-
3,000
8,500
-
6,000
108,812
86,883
105,812
84,383
718
-
718
-
718
-
718
-
-
-
-
-
-
-
-
-
109,530
86,883
106,530
84,383

It is Silex’s policy to employ PricewaterhouseCoopers on assignments additional to their statutory audit duties where PricewaterhouseCoopers’ expertise and experience with Silex are important; these assignments are principally tax advice and assurance related, or where PricewaterhouseCoopers is awarded assignments on a competitive basis. It is Silex’s policy to seek competitive quotes for all major consulting projects.

Note 31 Segment information

Primary reporting-geographical segments

The consolidated entity is organised into the following divisions by geographical location.

Australia

This includes the operations of the parent entity and the operations of Fiberbyte.

United States of America

This relates to the activities of Translucent Inc.

62

Notes to the financial statements 30 June 2007 (continued)

Note 31 Segment information (continued)

2007
Up Front Agreement Fee
Recoverable Project costs
DARPA contract
Other
Total segment revenue
Unallocated - Interest income
Total revenue
Segment result
Unallocated revenue and
income less unallocated
expenses
Profit before tax
Income tax expense
Net profit
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Acquisition of property, plant
and equipment, intangibles
and other non-current
segment assets
Depreciation and
amortisation expense
Other non-cash expenses
Australia
United States of
America
Inter segment
eliminations/
unallocated
$ $ $
Consolidated
$
26,878,000
-
-
7,343,892
1,882,336
(1,882,336)
-
159,340
-
20,798
-
-
26,878,000
7,343,892
159,340
20,798
34,242,690
2,041,676
(1,882,336)
34,402,030
1,342,171
18,831,498
(5,564,478)
-
35,744,201
13,267,020
(1,299,951)
2,038,406
10,726,494
-
11,967,069
(3,226,150)
8,740,919
12,764,900
22,631,449
1,650,760
416,146
-
35,396,349
2,066,906
-
162,330
550,724
-
2,066,906
713,054
493,358
1,095,204
-
1,588,562
228,105
-
-
228,105

63

Notes to the financial statements 30 June 2007 (continued)

Note 31 Segment information (continued)

2006
DARPA contract
Other revenue
Total segment revenue
Unallocated - Interest income
Total revenue
Segment result
Unallocated revenue and
income - interest income and
exchange gain
(Loss) before tax
Income tax expense
Net (loss)
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Acquisition of property, plant
and equipment, intangibles
and other non-current
segment assets
Depreciation and
amortisation expense
Other non-cash expenses
Australia
United States of
America
Inter segment
eliminations/
unallocated
$ $ $
Consolidated
$
-
487,174
-
8,723
-
-
487,174
8,723
8,723
487,174
-
495,897
616,213
(6,681,079)
(4,328,271)
-
1,112,110
(11,009,350)
749,014
902,545
11,782,205
-
(10,260,336)
-
(10,260,336)
12,684,750
16,434,688
8,603,938
260,646
-
29,119,438
8,864,584
-
44,700
510,458
-
8,864,584
555,158
491,511
1,434,375
-
1,925,886
132,126
-
-
132,126

Secondary reporting – business segments Research and development

This includes research and development of the SILEX process in New South Wales, the operations of Fiberbyte in South Australia and the operations of Translucent in the United States of America.

Research and
development
Segment revenues from
external customers
Segment assets
Acquisitions of property,
plant and equipment,
intangibles and other non
current assets
2007
2006
2007
2006
2007
2006
$
$ $
$ $
$
34,402,030
495,897
12,764,900
12,684,750
713,054
555,158

64

Notes to the financial statements 30 June 2007 (continued)

Note 32 Earnings per share
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Weighted average number of ordinary shares on issue used in the
calculation of basic earning per share:
Weighted average number of ordinary shares on issue used in the
calculation of diluted earning per share:
Reconciliation of earnings used in calculating earnings per share
Basic and diluted earnings per share
Net profit/(loss)
Net (profit)/loss attributable to minority interest
Earnings used in calculating basic and diluted earnings per share
Reconciliation of denominator used in calculating basic earnings per
share
Adjustment for options
Shares used in calculating diluted earnings per share
Note 33 Investments in controlled entities
Country of
Class of
Name of entity
incorporation
shares
Consolidated
2007
2006
6.4
(7.6)
6.3
(7.6)
136,606,722
135,435,234
139,461,672
135,435,234
Consolidated
2007
2006
$
$
8,740,919
(10,260,336)
26,502
(12,921)
8,767,421
(10,273,257)
Consolidated
2007
2006
Shares
Shares
136,606,722
135,435,234
2,854,950
-
139,461,672
135,435,234
Equity holding
2007
2006
%
%
79.6%
77.6%
100.0%
100.0%
90.0%
89.0%
7.7%
7.7%
100.0%
100.0%
70.3%
70.3%
100.0%
N/A
100.0%
N/A
Fiberbyte Pty Ltd
Australia
Ordinary
Preference
Total
Translucent Inc
United States of America
Ordinary
Preference
Total
Enertex Pty Ltd
Australia
Ordinary
Total

65

Notes to the financial statements 30 June 2007 (continued)

Outflow of cash to controlled entities, net of
cash acquired
Cash consideration
Less cash acquired
Outflow of cash
Note 34 Reconciliation of profit/(loss) after
income tax to net cash inflow/(outflow)
from operating activities
Operating profit/(loss) after income tax
Depreciation
(Profit)/loss on sale of plant and equipment
Amortisation of intangibles
Amortisation of leasehold improvements
Non cash employee benefits expense - share
based payments
Net exchange differences
Write down of investments
Decrease/(increase) in prepayments and other
current assets
Decrease/(increase) in trade and other debtors
Decrease/(increase) in accrued income
Decrease/(increase) in inventories
Increase/(decrease) in trade and other
creditors
Increase in provision for employee
entitlements and warranties
Net cash inflow/(outflow) from operating
activities
Note 35 Non-cash Financing and Investing
activities
Acquisition of plant and equipment by means
of hire purchase
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
10,001
-
10,001
790,000
(1)
-
-
-
10,000
-
10,001
790,000
8,740,919
(10,260,336)
9,778,840
(8,287,789)
1,129,425
1,370,328
76,403
71,192
555
(11,424)
555
(12,727)
395,496
394,380
-
-
63,641
161,178
-
-
3,845,153
791,123
3,383,601
444,239
2,388,730
(122,741)
4,302,377
(434,947)
-
-
4,700,000
4,450,000
75,010
(68,466)
78,740
(54,192)
(837,667)
(101,290)
(933,928)
(896,798)
(620,243)
3,059
(1,663,137)
2,916
36,214
(59,297)
-
-
(343,090)
472,229
(474,272)
586,847
150,156
100,833
139,803
93,171
15,024,299
(7,330,424)
19,388,982
(4,038,088)
131,818
-
131,818
-
131,818
-
131,818
-

Note 36 Share-based payments

(a) Silex Systems Limited Employee Option Plan

All full time and part time staff of the consolidated entity and executive directors of the consolidated entity are eligible to participate in the plan.

Options are granted under the plan for no consideration. Options are granted for a five year period and become exercisable after two years of the date of the grant. The options lapse if the holder ceases to be an eligible employee other than by reason of death or permanent disablement, unless the Board determines otherwise in its absolute discretion. Options granted under the plan carry no dividend or voting rights.

When exercisable, each option is convertible into one ordinary share. The exercise price of options is based on the weighted average price at which the Company’s shares are traded on the Australian Stock Exchange during the five trading days before the options are granted plus five cents. Amounts received on the exercise of options are recognised as share capital.

Set out below are summaries of options granted under the plan.

66

Notes to the financial statements 30 June 2007

(continued)

Grant date
Expiry
date
Exercise
price
cents
Balance at
start of
year
No.
Issued
during the
year
No.
Lapsed
during the
year
No.
Exercised
during the
year
No.
Balance at
end of the
year
No.
Exercisable
at the end
of the year
No.
Consolidated and
parent entity - 2007
14/8/2002
13/8/2007
73
12/11/2002
11/11/2007
55
9/9/2003
8/9/2008
65
11/11/2003
10/11/2008
65
3/5/2004
2/5/2009
95
8/7/2004
7/7/2009
88
4/5/2005
3/5/2010
85
22/11/2005
21/11/2010
177
22/6/2006
21/6/2011
360
9/3/2007
8/3/2012
701
Weighted
average
exercise
price
Grant date
Expirydate
Exercise
price
cents
240,000
-
-
(227,000)
13,000
13,000
115,000
-
-
-
115,000
115,000
445,000
-
-
(220,000)
225,000
225,000
350,000
-
-
(250,000)
100,000
100,000
415,000
-
-
(275,000)
140,000
140,000
50,000
-
-
(32,500)
17,500
17,500
1,180,000
-
-
(443,000)
737,000
737,000
100,000
-
-
-
100,000
-
1,600,000
-
-
-
1,600,000
-
-
350,000
-
-
350,000
-
4,495,000
350,000
-
(1,447,500)
3,397,500
1,347,500
$1.81
$7.01
-
$0.79
$2.78
$0.79
Balance at
start of year
No.
Issued
during the
year
No.
Lapsed during
the year
No.
Exercised
during the
year
No.
Balance at
end of the
year
No.
Exercisable at
the end of the
year
No.
Consolidated and
parent entity – 2006
17/7/2000
16/7/2005
321
28/8/2000
27/8/2005
322
20/4/2001
19/4/2006
402
14/8/2002
13/8/2007
73
12/11/2002
11/11/2007
55
9/9/2003
8/9/2008
65
11/11/2003
10/11/2008
65
3/5/2004
2/5/2009
95
8/7/2004
7/7/2009
88
4/5/2005
3/5/2010
85
22/11/2005
21/11/2010
177
22/6/2006
21/6/2011
360
Weighted
average
exercise
price
50,000
-
(50,000)
-
-
-
50,000
-
(50,000)
-
-
-
1,635,000
-
(1,635,000)
-
-
-
394,000
-
-
(154,000)
240,000
240,000
155,000
-
-
(40,000)
115,000
115,000
905,000
-
-
(460,000)
445,000
445,000
350,000
-
-
-
350,000
350,000
570,000
-
-
(155,000)
415,000
415,000
50,000
-
-
-
50,000
-
1,180,000
-
-
-
1,180,000
-
-
100,000
-
-
100,000
-
-
1,600,000
-
-
1,600,000
-
5,339,000
1,700,000
(1,735,000)
(809,000)
4,495,000
1,565,000
$1.81
$3.49
$3.97
$0.72
$1.81
$0.73

The market price of shares under option at 30 June 2007 was $12.49 (2006: 4.08).

The weighted average share price at the date of exercise of options exercised regularly during the year ended 30 June was $7.79 (2006: $2.90).

The weighted average remaining contractual life of share options outstanding at the end of the period was 3.3 years (2006: 3.7 years).

Fair value of options granted

67

Notes to the financial statements 30 June 2007 (continued)

The assessed fair value at grant date of options granted during the year ended 30 June 2007 was 325.94 cents for the options issued 9 March 2007 (2006: 95.39 cents for the options issued 22 November 2005 and 187.81 cents for the options issued 22 June 2006). The fair value at grant date is independently determined using a Binomial option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The model inputs for options granted during the year ended 30 June 2007 included:

  • (a) options are granted for no consideration. 100% vests and is exerciseable after two years of the date of grant

  • (b) exercise price $7.01 (2006: $1.77 and $3.60)

  • (c) Grant date: 9 March 2007 (2006: 22 November 2005 and 22 June 2006)

  • (d) Expiry date: 8 March 2012 (2006: 21 November 2010 and 21 June 2011)

  • (e) Share price at grant date: $7.36 (2006: $1.79 and $3.80)

  • (f) Expected volatility of the Company’s shares: 45% (2006: 60% and 55%)

  • (g) Expected dividend yield: nil (2006: nil)

  • (h) Risk-free interest rate: 6.5% (2006: 6%)

(b) Options to executive directors

On 22 June 2006, 1,200,000 share options were granted to Dr M P Goldsworthy and 600,000 share options to Mr C D Wilks. These received shareholder approval at the Annual General Meeting. The terms (and model inputs) are the same as for the employee share options granted on 22 June 2006.

(c) Translucent Inc Stock Incentive Plan

All full time and part time staff of Translucent Inc are eligible to participate in the plan. In addition consultants are eligible to participate in the plan.

Options are granted under the plan for no consideration. Options are granted for a ten year period and become exercisable at various stages over the five years from the date of the grant. The options lapse if the holder ceases to be an eligible employee other than by reason of death or permanent disablement, unless the Board determines otherwise in its absolute discretion. Options granted under the plan carry no dividend or voting rights.

When exercisable, each option is convertible into one ordinary share. The exercise price of options is based on the fair value of the shares. Amounts received on the exercise of options are recognised as share capital.

Set out below are summaries of options granted under the plan.

Grant date
Expiry
date
Exercise
price US
cents
Balance at
start of year
No.
Issued
during
the year
No.
Lapsed/
expired
during the
year
No.
Exercised
during
the year
No.
Balance at
end of the
year
No.
Exercisable
at the end of
the year
No.
Translucent Inc - 2007
25/6/2001
25/6/2011
25
10/9/2001
10/9/2011
25
2/11/2001
2/11/2011
25
13/2/2002
13/2/2012
25
4/5/2002
4/5/2012
25
13/9/2002
13/9/2012
5
29/9/2003
29/9/2013
1
22/12/2004
22/12/2014
2.657
13/4/2006
13/4/2016
6.4
4/10/2006
4/10/2016
6.4
Weighted
average
exercise price -US cents
10,000
-
-
-
10,000
10,000
135,000
-
-
-
135,000
135,000
10,000
-
-
-
10,000
10,000
5,000
-
-
-
5,000
5,000
5,000
-
-
-
5,000
5,000
15,000
-
-
-
15,000
15,000
11,475,290
-
(4,000)
-
11,471,290
10,897,526
9,511,411
-
(177,321)
-
9,334,090
9,015,586
809,404
-
(9,375)
-
800,029
341,545
-
966,606
-
-
966,606
322,202
21,976,105
966,606
(190,696)
-
22,752,015
20,756,859
2.099
6.400
2.806
-
2.276
2.086

68

Notes to the financial statements 30 June 2007 (continued)

Grant date
Expirydate
Exercise
price US
cents
Balance at
start of year
No.
Issued
during
the year
No.
Lapsed/
expired
during the
year
No.
Exercised
during
the year
No.
Balance at
end of the
year
No.
Exercisable
at the end of
the year
No.
Translucent Inc - 2006
25/6/2001
25/6/2011
25
10/9/2001
10/9/2011
25
2/11/2001
2/11/2011
25
13/2/2002
13/2/2012
25
4/5/2002
4/5/2012
25
13/9/2002
13/9/2012
5
29/9/2003
29/9/2013
1
22/12/2004
22/12/2014
2.657
10/1/2005
10/1/2015
2.657
13/4/2006
13/4/2016
6.4
Weighted
average
exercise price
- US cents
10,000
-
-
-
10,000
10,000
135,000
-
-
-
135,000
128,673
10,000
-
-
-
10,000
10,000
5,000
-
-
-
5,000
5,000
5,000
-
-
-
5,000
5,000
15,000
-
-
-
15,000
11,484
11,475,290
-
-
-
11,475,290
8,606,468
9,511,411
-
-
-
9,511,411
8,784,427
3,866,418
- (3,866,418)
-
-
-
-
809,404
-
-
809,404
171,414
25,033,119
809,404 (3,866,418)
-
21,976,105
17,732,466
2.046
6.400
2.657
-
2.099
2.090

The model inputs for options granted during the year ended 30 June 2007 included:

  • (a) options are granted for no consideration, vests and are exerciseable over the 48 months after grant date.

  • (b) exercise price US 6.4 cents (2006: US 6.4 cents)

  • (c) Grant date: 4 October 2006 (2006: 13 April 2006)

  • (d) Expiry date: 4 October 2016 (2006: 13 April 2016)

  • (e) Share price at grant date: US6.4 cents (2006: US 6.4 cents)

  • (f) Expected volatility of the Company’s shares: 45% (2006: 55%)

  • (g) Expected dividend yield: nil (2006: nil)

  • (h) Risk-free interest rate: 6% (2006: 6%)

(d) Shares to Translucent employees

Silex Systems Limited is required to provide Translucent employees with 750,000 fully paid ordinary shares following commercialisation of the Company’s technology.

(e) Expenses arising from share based transactions

Total expenses arising from share-based payment transactions recognised during the period as part of remuneration expense were as follows:

Options issued
Shares issued
Shares to be issued
Consolidated
Parent entity
2007
2006
2007
2006
$
$ $
$
3,438,180
466,363
3,383,601
444,239
189,810
-
-
-
217,163
324,760
-
-
3,845,153
791,123
3,383,601
444,239

Note 37 Events occurring after reporting date

The directors are not aware of matters or circumstances which are not otherwise dealt with in the financial statements that have significantly or may significantly affect the operations of the consolidated entity, the results of its operations or the state of the consolidated entity in subsequent years.

69

Directors’ declaration

In the directors’ opinion:

  • (a) the financial statements and notes set out on pages 25 to 69 are in accordance with the Corporations Act 2001 , including:

  • (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  • (ii) giving a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2007 and of their performance, for the financial year ended on that date; and

  • (b) 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

  • (c) the audited remuneration disclosures set out on pages 4 to 8 of the directors’ report comply with Accounting Standards AASB 124 Related Party Disclosures and the Corporations Regulations 2001.

The directors have been given the declaration by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001 .

This declaration is made in accordance with a resolution of the directors.

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Dr M P Goldsworthy Managing Director

==> picture [117 x 32] intentionally omitted <==

==> picture [117 x 33] intentionally omitted <==

C D Wilks Director

Sydney

27 September 2007

70

PricewaterhouseCoopers ABN 52 780 433 757

Independent audit report to the members of Silex Systems Limited

Report on the financial report and the AASB 124 Remuneration disclosures contained in the directors’ report

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwcglobal.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999

We have audited the accompanying financial report of Silex Systems Limited (the company), which comprises the balance sheet as at 30 June 2007, and the income statement, statement of recognised income and expense and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for both Silex Systems Limited and the Silex Systems Limited Group (the consolidated entity). The consolidated entity comprises the company and the entities it controlled at the year's end or from time to time during the financial year.

We have also audited the remuneration disclosures contained in the directors’ report. As permitted by the Corporations Regulations 2001 , the company has disclosed information about the remuneration of directors and executives (“remuneration disclosures”), required by Accounting Standard AASB 124 Related Party Disclosures , under the heading “remuneration report” in pages 4 to 10 of the directors’ report and not in the financial report.

Directors’ responsibility for the financial report and the AASB 124 Remuneration disclosures contained in the directors' report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

The directors of the company are also responsible for the remuneration disclosures contained in the directors’ report.

71

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. Our responsibility is to also express an opinion on the remuneration disclosures contained in the directors’ report based on our audit.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report and the remuneration disclosures contained in the directors’ report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report and the remuneration disclosures contained in the directors’ report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report and the remuneration disclosures contained in the directors’ report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report and the remuneration disclosures contained in the directors’ report.

Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.

For further explanation of an audit, visit our website http://www.pwc.com/au/financialstatementaudit.

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .

Auditor’s opinion on the financial report

In our opinion:

  • (a) the financial report of Silex Systems Limited is in accordance with the Corporations Act 2001 , including:

  • (i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2007 and of their performance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 ; and

(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

72

Auditor’s opinion on the AASB 124 Remuneration disclosures contained in the directors’ report

In our opinion, the remuneration disclosures that are contained in pages 4 to 10 of the directors’ report comply with Accounting Standard AASB 124.

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PricewaterhouseCoopers

==> picture [162 x 49] intentionally omitted <==

Andrew Sneddon Partner

Sydney 27 September 2007

73

Shareholders’ information

Shareholders’ information

1. Information relating to shareholders as at 20 September 2007 a. Distribution schedule

1-1,000
1,001-5,000
5,001-10,000
10,001-100,000
100,001 and over
Total number of holders of each class of security
Voting rights - on a show of hands
- on a poll
Percentage of total holding held by the largest 20 holders
Number of total holding less than a marketable parcel of shares
Substantial shareholders
2,423
2,689
714
730
104
6,660
65.83%
61
Ordinaryshares
National Australia Trustees Limited
ANZ Nominees Limited
33,674,095
8,054,798

b. Names of Twenty Largest Holders of each Security as at 20 September 2007

Name Number of securities
Percentage held
National Australia Trustees Limited
ANZ Nominees Limited
Majenta Holdings Pty Ltd
National Nominees Limited
J P Morgan Nominees Australia Limited
Polly Pty Ltd
HSBC Custody Nominees (Australia) Limited
Throvena Pty Ltd
Citicorp Nominees Pty Limited
Hamlac Pty Ltd
Quadrangle Nominees Limited
Mr Christopher David Wilks
Invia Custodian Pty Limited
Quintal Pty Ltd
Merrill Lynch (Australia) Nominees Pty Limited
Mithena Holdings Pty Limited
Mr Horst Struve
UBS Nominees Pty Ltd
LYC Corporation Pty Ltd
Dr Andrew Tan
33,674,095
24.40%
8,054,798
5.84%
5,903,923
4.28%
5,719,295
4.14%
5,070,550
3.67%
4,073,863
2.95%
3,797,181
2.75%
2,981,203
2.16%
2,971,612
2.15%
2,625,937
1.90%
2,562,150
1.86%
2,505,070
1.81%
2,022,962
1.47%
2,000,000
1.45%
1,478,318
1.07%
1,354,823
0.98%
1,286,887
0.93%
1,152,499
0.83%
966,233
0.70%
656,788
0.48%
90,858,187
65.83%

2. Vendor securities as at 20 September 2007

There are no vendor securities.

74

Shareholders’ information (continued)

3. Interest of directors in securities as at 20 September 2007
Ordinary shares Interest held
Mr B S Patterson 4,073,863 Beneficially
Dr M P Goldsworthy 6,049,533 Personally/Beneficially
Mr C D Wilks 2,894,021 Personally/Beneficially
Dr C S Goldschmidt 2,625,937 Beneficially
Mr R P Campbell 1,354,823 Beneficially
4. Securities subject to voluntary escrow as at 20 September 2007
Number on Date escrow period
issue ends
As at 20 September 2007 the following securities were subject to
voluntary escrow:
Ordinary shares 27,000 14 March 2008
5. Unquoted equity securities as at 20 September 2007
Number on
issue Number of holders
Options issued under the Silex Systems Limited
Employee Share Option Plan to take up ordinary shares 3,099,000 41
Other options issued to take up ordinary shares * 1,800,000 2
  • These options are for directors Dr M P Goldsworthy and Mr C D Wilks.

75