SMART PARKING LIMITED — Annual Report 2012

Sep 24, 2012

Car Parking Technologies Limited and its Controlled Entities ABN 45 119 327 169

Annual Report

For the year ended 30 June 2012

Corporate Information	1
Directors Report	2
Auditor's Independence Declaration	18
Independent Auditor's Declaration	19
Independent Auditor's Report	20
Consolidated Statement of Comprehensive Income	23
Consolidated Statement of Financial Position	24
Consolidated Statement of Changes in Equity	25
Consolidated Statement of Cash Flows	26
Notes to the Financial Statements	27
Directors' Declaration	80
Corporate Governance Statement	81

Corporate Information

This Annual Report covers both Car Parking Technologies Limited as an individual entity and the Consolidated entity comprising Car Parking Technologies Limited and its subsidiaries. The Group's presentation currency is AUD ($).

A description of the Group's operations and of its principal activities is included in the review of operations and activities in the Director's report on page 2. The Directors' report is not part of the financial report.

Directors

Mr Christopher Morris, Executive Chairman Mr Paul Collins, Managing Director Ms Penelope Maclagan, Non-Executive Director Ms Tiffany Fuller, Non-Executive Director Mr Jeremy King, Non-Executive Director

Auditors

Grant Thornton Audit Pty Ltd 525 Collins Street Melbourne VIC 3001

Company Secretary

Mr Jeremy King

Registered Office

945 Wellington Street West Perth, Western Australia 6005 Telephone : +61 8 9322 7600 Facsimile : +61 8 9322 7602

Share Registry

Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace Perth WA 6000 Telephone : +61 8 9323 2000 Facsimile : +61 8 9323 2033

Website

www.carparkingtechnologies.com

Bankers

Westpac Level 13, 109 St Georges Terrace Perth WA 6000

Solicitors

Steinepreis Paganin Level 4, Next Building 16 Milligan Street PERTH WA 6000

Stock Exchange

Australian Securities Exchange Limited Exchange Plaza 2 The Esplanade Perth WA 6000

ASX Code: CPZ

Directors Report

Your Directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Car Parking Technologies Limited and entities it controlled at the end of, or during the year ended 30 June 2012.

Directors

The names of the Directors in office during the financial year and until the date of this report are as follows. All Directors were in office for the entire period unless otherwise stated:

Mr Christopher Morris	Executive Chairman
Mr Paul Collins	Managing Director
Mr Bernie Dickson1	Non-Executive Director
Ms Penelope Maclagan	Non-Executive Director
Ms Tiffany Fuller	Non-Executive Director
Mr Roly Rogers2	ChiefTechnicalOfficer
Jeremy King3Mr	Non-Executive Director

1On the acquisition of Town and City Parking Limited on 9 January 2012 Mr Dickson became an Executive Director. Mr Dickson's employment with Town & City Parking Limited was terminated on 24 August, 2012 at which time he became a Non-Executive Director. Mr Dickson resigned as a director on 22 September, 2012.

2 Resigned 25 January 2012 3 Appointed 1 August 2012

Principal activities

The continuing activities of the Group during the year were sales of car parking technology hardware, software and associated products and services, and car park management.

There was a significant change in the nature of the activities of the Group following the acquisition of Town and City Parking Limited with new activity including car park management.

Review of Operations

The loss of the Group for the financial year after income tax amounted to $17,151,635 (2011: loss of $1,173,427).

On 9 January 2012, Car Parking Technologies Limited completed the acquisition of 100% of Town and City Parking Limited (TCP). The results of the Group for the year ending 30 June 2012 will include the results of TCP from the date of acquisition through until 30 June 2012.

TCP is a UK based company which operates in the car park management business. It operates over 1,000 sites across the UK and is the UK market leader in retail car park management.

Prior to the acquisition, the Company issued 50,000,000 shares at $0.30 to raise $15m as part of a share placement to fund the acquisition and to fund the roll out of technology in the UK post acquisition.

The focus post acquisition has been on integrating TCP into the Group including restructuring the business and rolling out technology which the company is now starting to see the benefits from.

The Group continues to develop new markets and made its first technology sales into both South Africa and the Middle East during the financial year.

Review of Operations (cont'd)

The Group continues to invest in Research and Development and bring new products to market including integration with Pay and Display machines, the Pay by Plate, and the Clear way system.

Dividends

No dividend has been paid or recommended by the Directors since the commencement of the financial year.

Significant changes in state of affairs

Significant changes in the state of affairs of the Group during the financial year were as follows:

The Company completed the acquisition of Town and City Parking Limited by way of consideration of $2,886,834 cash. The final consideration includes a net asset adjustment and contingent consideration, see note 4.

Contributed equity increased by $14,581,863 as a result of a capital raising to fund the acquisition of TCP and the subsequent roll out of technology.

Following the acquisition of TCP the Company issued a total of 2,000,000 shares to the Company's Employee Stock Ownership Plan.

Matters subsequent to the end of the financial year

The Sales and Purchase Agreement for TCP provided for a net asset adjustment as outlined in note 4 and note 27. As at 30 June 2012 the amount due from Mr Dickson for the net asset adjustment is $2,720,889. The recoverability of the net asset adjustment is linked to the contingent consideration and the Car Parking Technologies Limited share price. Based the share price of $0.265 at 31 August 2012 the recoverable amount would be reduced by $317,437. Whilst the net asset adjustment has been calculated in accordance with terms of the Sale and Purchase Agreement it should be noted that Mr Dickson disputes the amount due.

Except for the net asset adjustment discussed above there have been no matters subsequent to the end of the financial year.

Likely developments and expected results of operations

Disclosure of information regarding developments in the operations of the Group in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Group. Therefore, this has not been presented in this report.

Environmental regulation

The Directors are mindful of the regulatory regime in relation to the impact of the organisational activities on the environment. There have been no known breaches by the Company during the financial year.

Information on Directors

MrChristopher Morris	-	ExecutiveChairman
Age	-	64
Qualifications	-	-
Experience	-	Mr Morris was the founder of Computershare Limited and ChiefExecutiveOfficer from 1990 to 2006.Hisextensive knowledgeof the securities industry and its user requirements from both anational and international perspective coupled with his passionand long term strategic vision were instrumental in developingComputershare into a global company that is unique in itsprovision of a full range of solutions to meet the needs of listedcompanies and their stakeholders.
Special responsibilities	-	Remuneration Committee
Interest in Shares & Options: HeldinCarParkingTechnologiesLimited	-	30,603,789Ordinary Fully Paid Shares(indirect)
Directorships held in other listedentities	-	Mr Morris is theNon-ExecutiveChairman of ComputershareLimitedand waspreviouslyChief Executive Officerfrom 1990 to2006.Mr Morris is aNon-ExecutiveDirector of Webfirm GroupLimited.
MrPaul Collins	-	ManagingDirector
Age	-	51
Qualifications	-	-
Experience	-	Mr Collins has a variety of experience in both the public andprivate sectors as well as private business ownership. Asfounder ofCPT (NZ)his key strength is identifying businessopportunities and drawing upon his own and others expertise todevelop innovative technical solutions to take them through tocommercial reality.
Special responsibilities	-	None
Interest in Shares & Options: Held	-	23,687,169Ordinary shares (indirect)
inCarParkingTechnologies		141,677Ordinary shares (direct)
LimitedDirectorships held in other listed	-	-
entities
Mr Roland Rogers	-	Technical Director(resigned25January2012)
Age	-	64
Qualifications	-	-
Experience	-	Mr Rogers is the founder ofElectronic Company of New Zealand(1971) Limited, a New Zealandbased software and technology41st year of trading. Mr Rogers has appliedcompany now in itshis extensive experiencewith software, wireless technology andinnovative thinkingtoCPT (NZ)research and developmentprogramme.
Special responsibilities	-	None
Interest in Shares & Options: Held	-	8,704,775 Ordinary shares (direct)
inCarParkingTechnologiesLimited		15,003,482 Ordinary shares (indirect)
Directorships held in other listedentities	-	-

Information on Directors (cont'd)

MrBernie Dickson	-	Non-ExecutiveDirector(On the acquisition of Town and City
	-	Parking Limited on 9 January 2012 Mr Dickson became an
		Executive Director. Mr Dickson's employment with Town & City
		Parking Limited was terminated on 24August, 2012 at which
		time he became a Non-Executive Director.Mr Dickson resigned
Age		as a directoron 22September, 2012.)
		57
Qualifications	-	-
Experience	-	Mr Dicksonwasthe Managing Director of Town and City Parking(UK) Ltd (TCP)prior to Car Parking Technologies Limitedcompleted the acquisition of TCP. TCP operates over 1,000 carparks across the UK. He has previously been a director andshareholder of Swedish parking company Sky Parks and haspreviously been a director of various companies in thetravel,property and chemical sectors.Mr Dickson spent 20 years in the City of London as aninvestment manager prior to entering the car parking industry.
Special responsibilities	-	None
Interest in Shares & Options: Held	-	9,069,629Ordinary shares (direct)
inCarParkingTechnologies
Limited
Directorships held in other listed	-	-
entities

Ms Penelope Maclagan	-	Director (Non-Executive)
Age	-	60
Qualifications	-	BSc (Hons), DipEd
Experience	-	Ms Maclagan is aNon-Executive director of ComputershareLimited.She joined Computershare Limited in 1983 and wasappointed to the Board as an executive director in May 1995.Until 2008,as head of Computershare Technology Services, MsMaclaganwasresponsibleforplanning,developingandexecuting technology across the world in support of thatcompany's global strategy. In 2008, she reduced her day to dayinvolvement in Computershare Limited and gave up her linemanagement role and in September 2010 gave up her remainingexecutive responsibilities.
Special responsibilities	-	Remuneration Committee, Audit Committee
Interest in Shares & Options: Held	-	2,979,167Ordinary Shares (indirect)
inCarParkingTechnologies		200,000DirectorOptions (20 cents, 30 June 2013) (indirect)
Limited
Directorships held inother listedentities	-	Ms Maclagan is aNon-Executive director of ComputershareLimited.

Information on Directors (cont'd)

Ms Tiffany Fuller	-	Director (Non-Executive)
Age	-	42
Qualifications	-	BCom, ACA, GAICD
Experience	-	Ms Fuller is a qualified Chartered Accountant who has had a 20year career across Chartered Accounting, Corporate Finance,InvestmentBankingandPrivateEquity.TiffanyjoinedRothschild Australia in 1997 in the Investment Banking Groupafter 8 years at Arthur Andersen in Audit, Corporate Finance andManagement Consulting in Australia, the UK and the UnitedStates.At Rothschild, Tiffany advised various private and public clients,was responsible for managing a Microcap Fund on behalf of anumber of Australia's large industry superannuation funds,andwas a founding director of the Rothschild e-Fund, a technologyfocused venture capital fund.
Special responsibilities	-	Remuneration Committee, Audit Committee
Interest in Shares & Options: Held	-	166,667 Ordinary Shares (direct)
inCarParkingTechnologiesLimited		300,000 Options (20 cents, 30June2013)
Directorships held in other listedentities	-	Ms Fuller is aNon-ExecutiveDirector of Webfirm Group Limited.

Mr Jeremy King	--	Company Secretary/Director (Non-Executive) from1 August2012
Age		38
Qualifications	-	LLB
Experience	-	Mr King is a Senior Executive of Grange Consulting Pty Ltd,where he specialises in corporate advisory, strategic advice andmanaging legal issues associated with Grange's clients. Mr Kingis a corporate lawyer with over 13 years experience in domesticand international legal, financial and corporate matters.
Special responsibilities	-	Remuneration Committee, Audit Committee
Interest in Shares & Options: Held	-	400,000 Ordinary Shares (direct)
inCarParkingTechnologiesLimited		500,000 Options (20 cents, 30 June 2013)
Directorships held in other listedentities	-	Mr King is a Non-Executive Director of Orca Energy Limited andContinuation Investments Ltd.

Information on Directors (cont'd)

Directors meetings

The number of Directors' meetings and the number of meetings attended by each of the Directors of the Company for the time the Director held office during the financial year are:

	Director'sMeetings			Audit CommitteeMeetings	RemunerationCommittee Meetings
	A	B	A	B	A	B
Mr Christopher Morris	7	7	-	-	3	3
Mr Paul Collins	7	7	-	-	3	3
Mr Roly Rogers1	-	7	-	-	-	-
Mr Bernie Dickson2	-	7	-	-	-	-
Ms Penelope Maclagan	7	7	2	3	3	3
Ms Tiffany Fuller	7	7	3	3	3	3

A – Number of meetings attended

B – Number of meetings held

1 Resigned 25 January 2012

2On the acquisition of Town and City Parking Limited on 9 January 2012 Mr Dickson became an Executive Director. Mr Dickson's employment with Town & City Parking Limited was terminated on 24 August, 2012 at which time he became a Non-Executive Director. Mr Dickson resigned as a director on 22 September, 2012.

Remuneration Report

This remuneration report sets out remuneration information for Car Parking Technologies Limited nonexecutive directors, executive directors and other key management personnel.

Directors and executives disclosed in this report

Name	Position
Non-executive and executive directorsMr Christopher MorrisMr Paul CollinsMr Roland Rogers1Mr Bernie Dickson2Ms Penelope MaclaganMs Tiffany FullerMr Jeremy King3	Executive ChairmanManaging DirectorChief Technical OfficerNon-executive DirectorNon-executive DirectorNon-executive DirectorNon-executive Director
Other key management personnelMr Richard LudbrookMr Charlie Leaper4	Group Chief Financial OfficerChief Operating Officer: Town andCity Parking Limited

1 Resigned 25 January 2012

2 On the acquisition of Town and City Parking Limited on 9 January 2012 Mr Dickson became an Executive Director. Mr Dickson's employment with Town & City Parking Limited was terminated on 24 August, 2012 at which time he became a Non-Executive Director. Mr Dickson resigned on 22 September, 2012. 3

Appointed 1 August 2012

4 Following the acquisition of Town and City Parking Limited was appointed Chief Operating Officer on 21 February 2012

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

• A Principles used to determine the nature and amount of remuneration
• B Details of remuneration
• C Service agreements
• D Share-based compensation

The information provided in this remuneration report has been audited as required by section 308 (3c) of the Corporations Act 2001.

A. Principles used to determine the nature and amount of remuneration

The Remuneration Committee is a committee of the Board. It is primarily responsible for making recommendations to the Board on:

• Non-executive directors fees
• Executive remuneration (directors and other executives), and
• The overarching executive remuneration framework and incentive plan policies.

Remuneration Report (cont'd)

Non-executive directors

Fees and payments to Non-Executive Directors reflect the demands which are made on, and the responsibilities of, the Directors. Non-Executive Directors' fees and payments are reviewed annually by the Board based on comparative roles in the external market. At the date of this report, Mr Morris, Ms Maclagan and Ms Fuller have received Non-Executive Director fees for their services. Prior to 1 January 2012 Mr Morris elected not to receive a fee for his services. Ms Maclagan's fee increased effective 1 April 2012 to reflect her services.

Directors' fees

Non-Executive Directors' fees are determined by the Board within an aggregate directors' fee pool limit, which are periodically recommended for approval by shareholders. The maximum currently stands at $250,000 per annum as approved by Shareholders at the Annual General Meeting.

Non-executive Directors do not receive performance based pay.

The following fees have applied:

Base Fees	2012	2011
Chairman1	$40,000	Nil
Other non-executive directors2	$80,000	$60,000

1 These are annual fees, payment of fees commenced from 1 January 2012. Mr Morris became Executive Chairman in May 2012 when he became acting CEO of Town and City Parking Limited. Mr Morris received no additional remuneration for his Executive role.

2 These are annual fees.

Additional fees

A Director may also be paid fees or other amounts as the Directors determine if a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Executive remuneration

The executive remuneration and reward framework has three components:

• base pay and benefits;
• short-term incentives; and
• long-term incentives through the issue of share options and the Deferred Share and Incentive Plan.

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

Remuneration Report (cont'd)

Base remuneration and benefits

Structured as a total employment cost package which may be delivered as a combination of cash and prescribed non-financial benefits. Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base remuneration for executives is reviewed annually to ensure the executive's remuneration is competitive within the market. An executive's remuneration is also reviewed every 12 months.

Executives receive benefits including car allowances and reimbursement of business expenses.

Short term incentives

The Executives are entitled to a Performance Based Bonus based on Key Performance Indicators (KPI's) predetermined by the Board of Directors. No KPI's have been set for the year ended 30 June 2012 and no bonus will be paid to the Executives for this period with the exception of the Group Chief Financial Officer. There are no KPI's for the Managing Director or performance bonus at the date of this report for the year ending 30 June 2012, which will be reviewed by the Board as considered necessary.

Long term incentives

The executive and non-executive directors are entitled to share options as approved by shareholders.

The Group offers long term incentives to employees through the Deferred Share and Incentive Plan. Under the Deferred Share and Incentive Plan New Zealand based employees can exercise their rights provided they are still employed by the Group at the end of the vesting period. Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or receive any guaranteed benefits.

As a result of the changes to the activities of the business since the acquisition of Meter Eye Limited in February 2011 and Town and City Parking Limited in January 2012 there is no link between compensation and the financial performance of the Group.

With the recent acquisition of TCP the Board will be implementing a policy for determining the nature and amount of compensation and the relationship to the entity's performance.

Remuneration Report (cont'd)

B. Details of Remuneration

Amounts of remuneration

Details of the remuneration of the directors and the key management personnel and specified executives (as required under Section 300A of the Corporations Act 2001) of Car Parking Technologies Limited and its subsidiaries are set out in the following tables.

The following persons must be disclosed under the Corporations Act 2001 as specified executives:

Mr Jeremy King – Company Secretary

Key Management Personnel of the Group and other executives of the Group and of the Company

	Short Term Employee Benefits				PostEmployment	ShareBasedPayments	Total	%Options
30 June 2012	Salary &	Commi	Non	Other	Super	Options	Total	%
	Fees	ssions/	Mone		annuation	& Rights		Options
		Cash	tary		Contribut
		Bonus			ions
Non-Executive Directors	$	$	$	$	$	$	$
Ms Penelope Maclagan	25,000	-	-	-	-	-	25,000	-
Ms Tiffany Fuller	40,000	-	-	-	-	-	40,000	-
Mr Jeremy King1	-	-	-	-	-	-	-	-
Sub Total
Non-Executive Directors	65,000	-	-	-	-	-	65,000	-
Executive Directors
Mr Christopher Morris	20,000	-	-	-	-	-	20,000	-
Mr Paul Collins	156,666	-	-	6,549	-	-	163,215	-
Mr Roland Rogers2	116,940	-	-	-	-	-	116,940	-
Mr Bernie Dickson3	95,449	-	-	8,064	26,497	-	130,010	-
Other Key Management
Mr Richard Ludbrook	133,132	19,490	5,346	-	-	-	157,968	-
Mr Charlie Leaper	43,779	-	-	-	-	-	43,779	-
Total Key ManagementPersonnel
Compensation (Group)	630,966	19,490	5,346	14,613	26,497	-	696,912	-

Remuneration Report (cont'd)

			Short Term Employee Benefits		PostEmployment	ShareBasedPayments	Total	%Options
30 June 2011	Salary &Fees	Commissions	NonMonetary	Other	SuperannuationContributions	Options& Rights	Total	%Options
Non-Executive Directors	$	$	$	$	$	$	$
Mr Christopher Morris	-	-	-	-	-	-	-	-
Mr Bernie Dickson ^	-	-	-	-	-	-	-	-
Ms Penelope Maclagan ^	8,333	-	-	-	-	32,890	41,223	80
Ms Tiffany Fuller ^	16,667	-	-	-	-	49,334	66,001	75
Mr Ian Macliver #	-	-	-	-	-	-	-	-
Mr Anthony King #	-	-	-	-	-	-	-	-
Sub Total
Non-Executive Directors	25,000	-	-	-	-	82,224	107,224	77
Executive Directors
Mr Paul Collins ^	57,661	-	-	-	-	-	57,661	-
Mr Roland Rogers ^	41,228	-	-	-	-	-	41,228	-
Mr Gregory Bandy #	35,000	-	-	-	3,150	-	38,150	-
Other Key Management
Mr Richard Ludbrook ^	46,706	-	-	-	-	83,260	129,966	64
Mr Andrew Perrier ^	43,245	8,412	3,238	862	-	24,138 *	79,895	-
Mr Jeremy King	-	-	-	-	-	82,224	82,224	100
Total Key Management
Personnel
Compensation (Group)	248,840	8,412	3,238	862	3,150	189,622	454,124	42

^ Commenced 16 February 2011

Resigned 16 February 2011

1 Appointed 1 August 2012

2 Resigned as Director 25 January 2012

3 On the acquisition of Town and City Parking Limited on 9 January 2012 Mr Dickson became an Executive Director. Mr Dickson's employment with Town & City Parking Limited was terminated on 24 August, 2012 at which time he became a Non-Executive Director. Mr Dickson resigned as a director on 22 September, 2012.

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

Name	Fixed Remuneration			At Risk STI	At Risk LTI
	2012	2011	2012	2011	2012	2011
Non-Executive Directors
Mr Bernie Dickson	100%	-	-	-	-	-
Ms Penelope Maclagan	100%	100%	-	-	-	-
Ms Tiffany Fuller	100%	100%	-	-	-	-
Mr Ian Macliver	-	-	-	-	-	-
Mr Anthony King	-	-	-	-	-	-
Mr Jeremy King	100%	100%	-	-	-	-
Executive Directors
Mr Christopher Morris	100%	-	-	-	-	-
Mr Paul Collins	100%	100%	-	-	-	-
Mr Roland Rogers	100%	100%	-	-	-	-
Mr Gregory Bandy	-	100%	-	-	-	-
Other Key Management
Mr Richard Ludbrook	88%	36%	12%	-	-	64%
Mr Charlie Leaper	100%	-	-	-	-	-

* Rights

Remuneration Report (cont'd)

C. Service Agreements

Remuneration and other terms of employment for the Executive Directors and other key management personnel are formalised in service contracts or standard employment agreements.

All contracts with executives may be terminated early by either party with one month's notice.

Name	Term of agreement	AnnualBasesalary	Termination benefit
		including
		superannuation
Paul Collins, Managing Director	Ongoingcommencing	$156,860	-
	16 February 2011
Roland Rogers, Chief Technical Officer	Ongoingcommencing	$156,860	-
	16 February 2011
Richard Ludbrook,GroupChief Financial	Ongoingcommencing	$133,331	-
Officer	16 February 2011
Charlie Leaper,Chief Operation Officer,	Ongoingcommencing	$127,431 (pro rata)	-
Town and City Parking Limited	21 February 2012

D. Share-based compensation

Deferred Share and Incentive Plan

In January 2011 shareholders approved the establishment of a Deferred Share and Incentive Plan (Plan). The Plan was established to ensure that Car Parking Technologies Limited has appropriate mechanisms in place to continue to attract and retain the services of employees of a high calibre and as compensation for past performance. Allocation is based on service conditions and there are no performance criteria.

At 30 June 2012 3,344,830 (2011: 1,344,830) shares have been set aside under the Plan and 1,094,828 (844,828) deferred share rights have been allocated to New Zealand based employees. New Zealand based employees have the right to acquire the shares no sooner than 3 years and no later than 5 years from the date of allocation for nil consideration.

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

Grant Date	Date Vested &Exercisable	Expiry Date	Exercise Price	Value Per Optionat Grant Date	% vested
6 May 2011	6 May 2014	6 May 2016	$0.00	$0.28	0%
1 October 2011	1 October 2014	1 October 2016	$0.00	$0.30	0%

Remuneration Report (cont'd)

Employee Options

There were no options granted for the year ending 30 June 2012.

Employee options over shares in Car Parking Technologies Limited were issued to Mr King and Mr Ludbrook in their capacity as Company Secretary and Chief Financial Officer respectively in the year ending 30 June 2011. These options were granted as compensation for past performance and carry no service or performance criteria. The options are designed to provide long-term incentives to deliver long-term shareholder returns. Under the terms of the options, participants are granted options which are granted for no issue price at an exercise price of $0.20 per share.

The options remain exercisable until 30 June 2013.

Director Options

Director options over shares in Car Parking Technologies Limited were issued to Ms Maclagan and Ms Fuller in their capacity as Non-Executive Directors in February 2011 and approved by the Company in General Meeting. These options were granted as part of their remuneration and carry no service or performance criteria. The options are designed to provide long-term incentives to deliver long-term shareholder returns. Under the terms of the options, participants are granted options with an exercise price of $0.20 per share.

The options remain exercisable until 30 June 2013 and were granted for no consideration.

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

Grant Date	Date Vested &	Expiry Date	Exercise Price	Value Per Option	% vested
	Exercisable			at Grant Date
15 April 2009 *	15 April 2009	31 December 2011	$0.06	$0.036	100%
22February	22February	30 June 2013	$0.20	$0.165	100%
2011	2011
1 April 2011	1 April 2011	30 June 2013	$0.20	$0.165	100%


Exercised during the year ending 30 June 2011

Details of options over ordinary shares in the Company provided as remuneration to each director of Car Parking Technologies Limited and each of the key management personnel of the parent entity and the Group are set out below. When exercisable, each option is convertible into one ordinary share of Car Parking Technologies Limited.

Further information on the options is set out in note 24 to the financial statements.

Remuneration Report (cont'd)

Name		Number of Options Granted During Year	Number of Options Vested During Year
	2012	2011	2012	2011
Directors
Mr Christopher Morris	-	-	-	-
Mr Paul Collins	-	-	-	-
Mr Roland Rogers	-	-	-	-
Mr Bernie Dickson	-	-	-	-
Ms Penelope Maclagan	-	200,000	-	200,000
Ms Tiffany Fuller	-	300,000	-	300,000
Mr Gregory Bandy	-	-	-	-
Mr Ian Macliver	-	-	-	-
Mr Anthony King	-	-	-	-
Mr Jeremy King	-	500,000	-	500,000
Other Key Management Personnel of Group
Mr Richard Ludbrook	-	500,000	-	500,000
Mr Charlie Leaper	-	-	-	-

The assessed fair value at grant date of options granted to the individuals is allocated over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are independently determined using a Black-Scholes 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 board does not currently have a securitisation policy in place during the year with regards to shares held by Directors and key management personnel.

The model inputs for options granted during the year ended 30 June 2011 included:

Options are granted for no consideration and carry no vesting conditions. Vested options are exercisable over a period to 30 June 2013.

Grant date	22 February 2011	1April2011
Exercise price	$0.20	$0.20
Expiry date	30 June 2013	30 June 2013
Share price at grant date	$0.295	$0.30
Expected volatility	70%	70%
Expected dividend yield	Nil	Nil
Risk free rate	4.97%	4.97%

Remuneration Report (cont'd)

Shares issued on the exercise of options

There were no options exercised for the year ended 30 June 2012.

End of Remuneration Report

Shares under option

Unissued ordinary shares in Car Parking Technologies Limited under option at the date of this report are as follows:

Grant Date	Expiry Date	Exercise Price	Number Under Option
22 February 2011	30 June 2013	$0.20	1,500,000
1 April 2011	30 June 2013	$0.20	500,000

Insurance of officers

During the financial year, Car Parking Technologies Limited paid a premium of $10,319 to insure the directors and secretaries of the Company and its controlled entities, and the general managers of each of the divisions of the Group.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for them or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

Proceedings on behalf of the Company

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

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

Non-audit services

The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the Company and/or the Group are important.

Details of the amounts paid or payable to the auditors (Grant Thornton and BDO) 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 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:

• all non audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants.

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 related audit firms:

	Consolidated
	2012	2011
	$	$
Audit Services
Audit and review of financial reports
Grant ThorntonAudit Pty Ltd	34,600	-
BDOAudit (NSW-VIC) Pty Ltd(merged with Grant Thornton from1	10,000	30,389
May2012)
BDOWaikato,New Zealand	23,778	13,493
BDOLLP,United Kingdom	33,598	-
Total remuneration for audit services	101,976	43,882
Non-audit services
BDO(WA) Pty Ltd
Taxation and assurance services	16,931	41,992
BDOLLP,United Kingdom
Taxation and assurance services	60,706	-
Total remuneration for non-audit related services	77,637	41,992

Auditor's Independence Declaration

A copy of the auditors' independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 19.

Auditor

BDO Audit (NSW-VIC) Pty Ltd resigned from office in accordance with section 329 of the Corporations Act 2001. Grant Thornton Audit Pty Ltd was appointed as auditor in accordance with section 327 of the Corporations Act 2001.

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

Christopher Morris Executive Chairman

24 September 2012

The Rialto, Level 30 525 Collins St Melbourne Victoria 3000 GPO Box 4736 Melbourne Victoria 3001 T +61 3 8320 2222 F +61 3 8320 2200 E info.vic@au.gt.com W www.grantthornton.com.au

Auditor's Independence Declaration To the Directors of Car Parking Technologies Limited

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Car Parking Technologies Limited for the year ended 30 June 2012, 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

GRANT THORNTON AUDIT PTY LTD

Nicholas E. Burne Partner - Audit & Assurance

Melbourne, 24 September 2012

Grant Thornton Audit Pty Ltd ABN 91 130 913 594 ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

The Rialto, Level 30 525 Collins St Melbourne Victoria 3000 GPO Box 4736 Melbourne Victoria 3001 T +61 3 8320 2222 F +61 3 8320 2200 E info.vic@au.gt.com W www.grantthornton.com.au

Independent Auditor's Report To the Members of Car Parking Technologies Limited

Report on the financial report

We have audited the accompanying financial report of Car Parking Technologies Limited, which comprises the consolidated statement of financial position as at 30 June 2012, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year.

Directors responsibility for the financial report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view of the financial report and have determined that the accounting policies used and described in Note 1 to the financial report, which form part of the financial report, are appropriate to meet the requirements of the Corporations Act 2001 and the needs of the members in accordance with Australian Accounting Standards and the Corporations Act 2001. This responsibility includes such internal controls as the directors determine are necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. The directors also state, in the notes to the financial report, 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.

Grant Thornton Audit Pty Ltd ABN 91 130 913 594 ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

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. Those standards require us to 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.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial 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 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.

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

Independence

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

Auditor's opinion

In our opinion:

• a the financial report of Car Parking Technologies Limited is in accordance with the Corporations Act 2001, including:
  • i giving a true and fair view of the consolidated entity's financial position as at 30 June 2012 and of their performance for the year ended on that date in accordance with the accounting policies described in Note 1; and
  • ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
• b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements.

Report on the remuneration report

We have audited the remuneration report included in pages 8 to 16 of the directors' report for the year ended 30 June 2012. The directors of the entity are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor's opinion on the remuneration report

In our opinion, the remuneration report of Car Parking Technologies Limited for the year ended 30 June 2012, complies with section 300A of the Corporations Act 2001.

GRANT THORNTON AUDIT PTY LTD

Nicholas E. Burne Partner - Audit & Assurance

Melbourne, 24 September 2012

Consolidated Statement of Comprehensive Income For the year ended 30 June 2012

	Note	Consolidated
		2012	2011
		$	$
Revenue from operations	6a	12,872,625	1,694,596
Other income	6b	-	798,293
Raw materials and consumables used		(1,718,561)	(911,286)
Employee benefits expense		(8,154,311)	(583,242)
Depreciationand amortisationexpense	7	(1,431,552)	(421,598)
Rental and operating lease costs	7	(1,129,547)	(20,759)
Share-based payments expense	24	(97,601)	(343,073)
Finance and interest expense	7	(102,853)	(29,139)
Impairment of other receivable	27	(615,131)	-
Impairment of goodwill	15	(11,299,431)	-
Other expenses	7	(5,353,038)	(1,033,326)
Lossbefore income tax		(17,029,400)	(849,534)
Income taxexpense	8	(122,235)	(323,893)
Loss for the year		(17,151,635)	(1,173,427)
Other comprehensive income:
Exchange differences on translation of foreignoperations	21(a)	211,669	204,804
Othercomprehensive income for the year,net of tax		211,669	204,804
Total comprehensive income for the year		(16,939,966)	(968,623)
Total comprehensive income for the yearattributable to owners of Car ParkingTechnologies Limited		(16,939,966)	(968,623)
Earnings per share from continuingoperations attributable to the ordinary equityholders of the company.-basic earnings/ (loss) per share	9	(0.10)	(0.01)
-diluted earnings/ (loss) per share	9	(0.10)	(0.01)

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

Consolidated Statement of Financial Position As at 30 June 2012

	Note	Consolidated
		2012	2011
		$	$
ASSETS
Current Assets
Cash and cash equivalents	10	10,972,973	4,235,966
Trade and otherreceivables	11	8,177,224	876,931
Inventories	12	1,375,820	724,708
Total Current Assets		20,526,017	5,837,605
Non-currentAssets
Financial assets at fair value through profit or
loss	13	86,924	205,385
Property, plant and equipment	14	4,474,630	157,554
Intangible assets	15	6,800,139	16,864,012
Deferred tax assets	16	154,261	260,328
TotalNon-current Assets		11,515,954	17,487,279
TOTAL ASSETS		32,041,971	23,324,884
LIABILITIES
Current Liabilities
Trade and other payables	17	10,693,630	437,116
Income tax payable		10,023	550,257
Deferred revenue	18	149,274	98,256
Provisions	19	1,301,049	90,758
Total Current Liabilities		12,153,976	1,176,387
TOTAL LIABILITIES		12,153,976	1,176,387
NET ASSETS		19,887,995	22,148,497
EQUITY
Contributed equity	20	45,554,329	30,972,466
Accumulated losses	21(b)	(26,958,481)	(9,806,846)
Reserves	21(a)	1,292,147	982,877
TOTAL EQUITY		19,887,995	22,148,497

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

Consolidated Statement of Changes in Equity For the year ended 30 June 2012

		Contributed		Retained
	Note	equity	Reserves	earnings	Total
		$	$	$	$
Balance at 1 July 2011		30,972,466	982,877	(9,806,846)	22,148,497
Total comprehensive income for the
year
Loss for the year		-	-	(17,151,635)	(17,151,635)
Other comprehensive income		-	211,669	-	211,669
Total comprehensive income for the
year		-	211,669	(17,151,635)	(16,939,966)
Transactions with owners, recorded
directly in equity
Contributions by owners
Contributions of equity net of transaction
costs		14,581,863	-	-	14,581,863
Share-based payment transactions		-	97,601	-	97,601
Other movements in equity		-	-	-	-
Total transactions with owners		14,581,863	97,601	-	14,679,464
Balance at 30 June 2012	21	45,554,329	1,292,147	(26,958,481)	19,887,995

	Note	Contributedequity	Reserves	Retainedearnings	Total
		$	$	$	$
Balance at 1 July 2010		14,232,890	1,392,611	(9,622,509)	6,002,992
Total comprehensive income for theyear
Loss for the year		-	-	(1,173,427)	(1,173,427)
Other comprehensive income		-	204,804	-	204,804
Total comprehensive income for theyear		-	204,804	(1,173,427)	(968,623)
Transactions with owners, recordeddirectly in equity
Contributions by owners
Contributions of equity net of transactioncosts		894,576	-	-	894,576
Share-based payment transactions		1,295,000	(614,538)	957,611	1,638,073
Other movements in equity		-	-	31,479	31,479
Issue of consideration shares		14,550,000	-	-	14,550,000
Total transactions with owners		16,739,576	(614,538)	989,090	17,114,128
Balance at 30 June 2011	21	30,972,466	982,877	(9,806,846)	22,148,497

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

Consolidated Statement of Cash Flows For the year ended 30 June 2012

	Note	Consolidated
		2012	2011
		$	$
Cash flows from operating activities
Cash receipts in the course of operations		13,472,548	783,442
Cash payments in the course of operations		(17,460,624)	(3,336,311)
Interest and other finance costs paid		(102,853)	(29,139)
Interest received		443,627	343,944
Income taxes paid		(574,781)	-
Net cash flowsinflow/(outflow) fromoperating activities	23	(4,222,083)	(2,238,064)
Cash flows from investing activities
Payment for acquisition of subsidiary, net of cash acquired		(542,857)	-
Payments for purchase of equities		-	(1,011,000)
Proceeds from sale of equities		-	3,111,000
Purchase of plant and equipment		(1,930,204)	(70,835)
Net cash flowsinflow/(outflow) frominvesting activities		(2,473,061)	2,029,165
Cash flows from financing activities
Proceeds fromshareissue		15,000,000	1,000,000
Share issue costs		(418,137)	(105,424)
Proceeds fromexercise of share options		-	1,295,000
Repayment of borrowings		(1,041,390)	(2,058,399)
Net cash flowsinflow/(outflow) fromfinancing activities		13,540,473	131,177
Netincrease in cash and cash equivalents		6,845,329	(77,722)
Cash and cash equivalents at beginning of period		4,235,966	4,392,208
Effects of exchange rate changes on cash and cash		(108,322)	(78,520)
equivalents
Cash and cash equivalents at end of period	10	10,972,973	4,235,966
Financing arrangements
Non-cash financing and investing activities	29

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

Notes to the Financial Statements

1. Summary of significant accounting policies

Corporate Information

The financial statements of Car Parking Technologies Limited for the year ended 30 June 2012 were authorised for issue in accordance with a resolution of the directors on 24 September 2012 and covers the consolidated entity consisting of Car Parking Technologies Limited and its subsidiaries as required by the Corporations Act 2001.

The financial statements are presented in the Australian currency.

Car Parking Technologies Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange.

The address of the registered office is: 945 Wellington Street West Perth Western Australia 6005 Australia

The addresses of the principal place of business are: 2 Oliver Street Cambridge 3434 New Zealand

5 South Inch Business Centre Shore Road Perth PH2 8BW United Kingdom

Accounting Policies

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Car Parking Technologies Limited and its subsidiaries.

a) Basis of preparation

The financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements and interpretations of the Australian Accounting Standards Board, and the Corporations Act 2001.

Compliance with IFRS

The consolidated financial statements of Car Parking Technologies Limited group comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the financial assets and liabilities at fair value through profit or loss.

1. Summary of significant accounting policies (cont'd)

Critical accounting estimates

The preparation of financial statements 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 the notes as required (refer note 2).

The financial information for the parent entity, Car Parking Technologies Limited, included in note 25, has been prepared on the same basis as the consolidated financial statements.

b) Principles of consolidation

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Car Parking Technologies Limited (''company'' or ''parent entity'') as at 30 June 2012 and the results of all subsidiaries for the year then ended. Car Parking Technologies 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.

Intercompany transactions, balance and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction proves 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.

Non-controlling interest in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income and statement of financial position respectively.

Subsidiaries are accounted for in the parent entity note at cost less impairment.

c) Segment reporting

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

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 Car Parking Technologies Limited's presentation currency.

1. Summary of significant accounting policies (cont'd)

(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 profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Foreign gains and losses that relate to borrowings are presented in the statement of comprehensive income, within finance costs. All other foreign exchange gains and losses are presented in the statement of comprehensive income on a net basis within other income or other expenses.

(iii) Group companies

The results and financial position of foreign operations (none of which has the currency of 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 statement of financial position presented are translated at the closing rate at the date of the statement of financial position.
• Income and expenses for each statement of comprehensive income are translated at average exchange rates for the year (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 in other comprehensive income as a separate component of equity (foreign currency translation reserve).

On consolidation, exchange differences arising from the translation of any net investment in foreign entities and of borrowings and other financial instruments designated as hedges of such investments are recognised in other comprehensive income. When a foreign operation is sold any borrowings forming part of the net investment are repaid a proportionate share of such exchange rate difference is reclassified to profit or loss as part of the gain or loss on sale where applicable.

Goodwill and fair value adjustments arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

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, rebates and amounts collected on behalf of third parties.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group's activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

1. Summary of significant accounting policies (cont'd)

Revenue is recognised for the major business activities as follows:

(i) Sale of Goods

Revenue from the sale of goods is recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods, or where there is continuing management involvement with the goods.

Transfer of the risks and rewards of ownership generally occur when the goods are delivered to the customer or on completion of installation.

Where the Group receives an advance payment prior to goods being supplied or an installation being completed this is treated as deferred revenue until the risks and rewards of ownership have transferred to the buyer.

(ii) Services

Revenue from services is recognised in the accounting period in which the services are rendered, by reference to the stage of completion of the specific transaction. The stage of completion is assessed on the basis of the actual service provided as a proportion of the total services to be provided.

TCP recognises Pay and Display revenue on an accruals basis including cash collected but not yet banked, and Penalty Charge Notice revenue on an accruals basis by looking at cash banked and making an accrual for infringements issued but which have not been paid.

(iii) Interest income

Interest income is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

f) Government grants

Grants from the government are recognized 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.

1. Summary of significant accounting policies (cont'd)

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 and to unused tax losses.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

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.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

1. Summary of significant accounting policies (cont'd)

Tax consolidation legislation

Car Parking Technologies Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation.

The head entity, Car Parking Technologies Limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone payer in its own right.

In addition to its own current and deferred tax amounts, Car Parking Technologies Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Details about the tax funding agreement are disclosed in note 8.

Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution (or distributions from) wholly-owned tax consolidated entities.

h) Leases

Leases of property, plant and equipment where the Group, as lessee, 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 fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is recognised in profit or loss 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 are 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 not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the period of the lease.

i) Business combinations

The acquisition method of accounting is used to account for all business combinations. Consideration is measured at the fair value of the assets transferred, liabilities incurred and equity interests issued by the Group on acquisition date. Consideration also includes the acquisition date fair values of any contingent consideration arrangements, any pre-existing equity interests in the acquiree and sharebased payment awards of the acquiree that are required to be replaced in a business combination. The acquisition date is the date on which the Group obtains control of the acquiree. Where equity instruments are issued as part of the consideration, the value of the equity instruments is their published market price at the acquisition date unless, in rare circumstances it can be demonstrated that the published price at acquisition date is not fair value and that other evidence and valuation methods provide a more reliable measure of fair value.

1. Summary of significant accounting policies (cont'd)

Identifiable assets acquired and liabilities and contingent liabilities assumed in business combinations are, with limited exceptions, initially measured at their fair values at acquisition date. Goodwill represents the excess of the consideration transferred and the amount of the non-controlling interest in the acquiree over fair value of the identifiable net assets acquired. If the consideration and non-controlling interest of the acquiree is less than the fair value of the net identifiable assets acquired, the difference is recognised in profit or loss as a bargain purchase price, but only after a reassessment of the identification and measurement of the net assets acquired.

For each business combination, the Group measures non-controlling interests at either fair value or at the non-controlling interest's proportionate share of the acquiree's identifiable net assets.

Acquisition-related costs are expensed when incurred. Transaction costs arising on the issue of equity instruments are recognised directly in equity and transaction costs arising on the issue of debt as part of the consideration are accounted for in accordance with note 1(u).

Where the Group obtains control of a subsidiary that was previously accounted for as an equity accounted investment in associate or jointly controlled entity, the Group remeasures its previously held equity interest in the acquiree at its acquisition date fair value and the resulting gain or loss is recognised in profit or loss. Where the Group obtains control of a subsidiary that was previously accounted for as an available-for-sale investment, any balance on the available-for-sale reserve related to that investment is recognised in profit or loss as if the Group had disposed directly of the previously held interest.

Where settlement of any part of the cash consideration is deferred, the amounts payable in future are discounted to present value at the date of exchange using the entity's incremental borrowing rate as the discount rate.

Assets and liabilities from business combinations involving entities or businesses under common control are accounted for at the carrying amounts recognised in the Group's controlling shareholder's consolidated financial statements.

j) Impairment of assets

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

1. Summary of significant accounting policies (cont'd)

assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

k) Cash and cash equivalents

For cash flow statement presentation purposes, 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 three 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.

l) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are generally due for settlement within 60 days.

Recoverability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for impairment of trade 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 the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. 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 original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is recognised in the statement of comprehensive income in other expenses.

The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in statement of comprehensive income.

m) Inventories

Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

Cost is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work-in-progress, cost includes an appropriate share of overheads based on normal operating capacity. Goods in transit are recognised when the risks and rewards of ownership have passed to the Group.

n) Investments and other financial instruments

Classification

The Group classifies its investments in the following categories: loans and receivables and financial assets at fair value through profit or loss. The classification depends on the purpose for which the investments were acquired.

1. Summary of significant accounting policies (cont'd)

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 are included in current assets, except for those with maturities greater than 12 months after the reporting date which are classified as non-current assets. Loans and receivables are included in trade and other receivables in the statement of financial position (note 11) and borrowings.

Financial assets at fair value-through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Assets in this category are classified as current assets.

Recognition and de-recognition

Regular purchases and sales of financial assets are recognised on trade-date being the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Subsequent measurement

Loans and receivables are carried at amortised cost using the effective interest method.

Details on how the fair value of financial instruments is determined are disclosed in note 5.

Impairment

The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired.

o) Property, plant and equipment

Property, Plant and equipment is stated at cost less accumulated depreciation and any impairment. Cost includes expenditure that is directly attributable to the acquisition of the item.

Depreciation is recognised in profit or loss on a diminishing value basis over the estimated useful lives of each component of an item of property, plant and equipment:

Motor Vehicles	-3–5 years
Office Equipment	-1–6 years
Plant and equipment	-1–10 years
Leasehold Improvements	-3–10 years
Buildings	-25 years

The assets useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period.

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

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit and loss.

1. Summary of significant accounting policies (cont'd)

p) 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 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. As at acquisition date, any goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination synergies.

(ii) Software development

Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised in profit or loss as incurred.

Software development activities involve a plan or design for the production of new or substantially improved products and processes. Software development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and capitalised borrowing costs. Other software development expenditure is recognised in profit or loss as incurred.

Capitalised software development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

(iii) Developed technology

Developed technology comprises patented and unpatented technology, and computer software. These three items collectively represent an end to end solution and as such are not separable from each other.

(iv) Other intangible assets

Other intangible assets consisting of patents, which are acquired by the Company and have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses.

(v) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

(vi) Amortisation

Amortisation is based on the cost of the asset, less its residual value.

Amortisation is recognised in profit or loss on a straight line basis over the estimated useful lives of intangible assets, from the date that they are available for use, since this most

1. Summary of significant accounting policies (cont'd)

closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows:

Software - 3 years Developed technology - 7 years

Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

q) 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 30 days of recognition.

r) 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 statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities, which are not an incremental cost relating to the actual draw-down of the facility, are recognised as prepayments and amortised on a straight-line basis over the term of the facility.

Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in other income or other expenses.

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 end of the reporting period.

s) Provisions, contingent liabilities and contingent assets

Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain.

Restructuring provisions are recognised only is a detailed formal plan for the restructuring has been developed and implemented, or management has at least announced the plan's main features to those affected by it. Provisions are not recognised for future operating losses.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. 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. Provisions are discounted to their present values, where the time value of money is material.

1. Summary of significant accounting policies (cont'd)

Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.

In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised.

t) Employee benefits

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

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date 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.

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

(iii) Share-based payments

Share-based compensation benefits are provided to employees via the Car Parking Technologies Employee Option Plan and the Deferred Share and Incentive Plan.

The fair value of options granted under the Car Parking Technologies Employee Option Plan is 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 Black-Scholes 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 fair value of the options granted is adjusted to reflect market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets).

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each reporting 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. The impact of the revision to original estimates, if any, is recognised in the statement of comprehensive income with a corresponding adjustment to equity.

1. Summary of significant accounting policies (cont'd)

Under the Deferred Share and Incentive Plan, deferred share rights are issued by Car Parking Technologies to employees for no cash consideration which vest after a time based hurdle. At each reporting date, the entity revises its estimate of the number of deferred share rights that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if

any, is recognised in the statement of comprehensive income with a corresponding adjustment to equity.

u) 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 for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.

v) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company, excluding any costs of servicing equity other than ordinary shares, by 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.

w) 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 amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position.

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

1. Summary of significant accounting policies (cont'd)

x) New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2012 reporting periods. The Group's and the parent entity's assessment of the impact of these new standards and interpretations is set out below.

Affected	Title of Affected	Nature of Change	Applicat	Impact on Initial Application
Standard	Standard		ion Date
AASB 9	Financial	Amends the requirements for	1 January	Due to the recent release of
(issued	Instruments	classification and measurement of	2013	these amendments and that
December		financial assetsand derecognition		adoption is only mandatory for
2009)		requirements for financial assets and		the 30 June 2014 year end, the
		liabilities.		entity has not yet made an
				assessment of the impact of
				these amendments.
AASB 10	Consolidated	AASB 10 supersedes the consolidation	1 January	Due to the recent release of
	Financial	requirements in AASB 127 Consolidated	2013	these amendments and that
	Statements	and Separate Financial Statements and		adoption is only mandatory for
		Interpretation 112 Consolidation–		the 30 June 2014 year end, the
		Special Purpose Entities. It revised the		entity has not yet made an
		definition of control together with		assessment of the impact of
		accompanying guidance to identify an		these amendments.
		interest in a subsidiary. However, the
		requirements and mechanics of the
		consolidation and the accounting for
		any non-controlling interests and
		changes in control remain the same.
AASB12	Disclosure of	AASB 12 integrates and makes	1 January	Due to the recent release of
	Interests in Other	consistent the disclosure requirements	2013	these amendments and that
	Entities	for various types on investments,		adoption is only mandatory for
		including unconsolidated structured		the 30 June 2014 year end, the
		entities. It introduces new disclosure		entity has not yet made an
		requirements about the risks towhich		assessment of the impact of
		an entity is exposed from its		these amendments.
		involvement with structured entities.
AASB 13	Fair Value	AASB 13 does not affect which items	1January	Due to the recent release of
	Measurement	are required to be fair-valued, but	2013	these amendments and that
		clarifies the definition of fair value and		adoption is only mandatory for
		provides related guidance and		the 30 June 2014 year end, the
		enhanced disclosures about fair value		entity has not yet made an
		measurements.		assessment of the impact of
				these amendments.
AASB 2011-9	Amendments to	The AASB 101 Amendments require an	1July	Due to the recent release of
	AASB	entity to group items presented in	2012	these amendments and that
	Presentation of	other comprehensive income into		adoption is only mandatory for
	Itemsof Other	those that, in accordance with other		the 30 June2013year end, the
	Comprehensive	IFRSs: (a) will not be reclassified		entity has not yet made an
	Income (AASB 101	subsequently to profit or loss and (b)		assessment of the impact of
	Amendments)	will be reclassified subsequently to		these amendments.
		profit or loss when specific conditions
		are met.

1. Summary of significant accounting policies (cont'd)

Affected	Title of Affected	Nature of Change	Applicat	Impact on Initial Application
Standard	Standard		ion Date
AASB 2011-4	Amendments to	AASB 2011-4 makes amendments to	1July	Due to the recent release of
	AASB to Remove	AASB 124 Related Party Disclosures to	2013	these amendments and that
	Individual Key	remove individual key management		adoption is only mandatory for
	Management	personnel disclosure requirements, to		the 30 June 2014 year end, the
	Personnel	achieve consistency with the		entity has not yet made an
	Disclosure	international equivalent (which		assessment of the impact of
	Requirements	includes requirements to disclose		these amendments.
	(AASB 124	aggregate (rather than individual)
	Amendments)	amounts of KMP compensation), and
		remove duplication with the
		Corporations Act 2011.
IAS 32 and IFRS	Amendments to	The amendments to IAS 32 add	1January	Due to the recent release of
7	Financial	application guidance to address	2014	these amendments and that
	Instruments:	inconsistencies in applying IAS 32's		adoption is only mandatory for
	Presentation and	criteria for offsetting financial assets		the 30 June 2015year end, the
	Financial	and financial liabilities. Qualitative and		entity has not yet made an
	Instruments:	quantitative disclosures have been		assessment of the impact of
	Disclosures	added toIFRS 7 relating to gross and		these amendments.
		net amounts recognised financial
		instruments that are (a) set off in the
		statement of financial position and (b)
		subject to enforceable master netting
		arrangement and similar agreements,
		even if not set off in the statement of
		financial position.

2. Critical accounting estimates and judgements

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

Share-based payments

The Group values share options using the Black-Scholes method which requires significant estimates and judgements over the inputs in respect to the volatility being 70% (market volatility of the underlying security) and the risk free rate of 4.97% (RBA 2 year government bond rate). Refer to note 24 for further details.

Estimated impairment of goodwill

The group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy in note p) (i). The recoverable amounts of cash-generating units have been determined using valuein-use calculations. These calculations require the use of assumptions. Refer to note 15 for details of these assumptions and the potential impact of changes to the assumptions.

Goodwill impairment test – TCP acquisition

The directors engaged external advice to review the identifiable assets acquired and liabilities and contingent liabilities assumed at the date of acquisition to determine the goodwill on the acquisition of Town and City Parking Limited. The goodwill has not been subject to impairment testing due the acquisition recently taking place and inherent uncertainty over longer term projections. Further information on the goodwill on acquisition is included in note 15.

Recognition of deferred tax assets

The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the Group's future taxable income against which the deferred tax assets can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions (see note 1 g)).

Estimated VAT liability

A subsidiary Town and City Parking Limited has sought clarification from UK tax authorities and professional advisors on the treatment of VAT on a certain revenue line. The current treatment is based on what the company understood to be the law, however the review may result in an alternative treatment. The financial statements include a provision for VAT payable on the revenue line for the current period and a contingent liability exists for previous VAT periods. The amount of any VAT payable may be material to the Group and the timing of any assessment is uncertain.

3. Segment information

a) Description of segments

Management has determined the operating segments based on the reports reviewed by the Board that are used to make strategic decisions.

The Board considers the business from a product perspective and has identified two reportable segments. Technology consists of car parking technology products sold globally and Parking Management consists of the Town and City Parking Limited business which operates in the United Kingdom.

From a geographical perspective technology revenue is reported from New Zealand, Australia, UK, South Africa, Middle East and other, as revenues grow additional countries or regions will be reported.

b) Segment information provided to the board

The segment information provided to the Board for the reportable segments for the year ended 30 June 2012 is as follows:

	Technology	Parking	Total
		Management
Group-2012	$	$	$
Total segment revenue	2,806,137	10,209,322	13,015,459
Inter-segment revenue	(586,461)	-	(586,461)
Revenuefromexternal	2,219,676	10,209,322	12,428,998
customers
Adjusted EBITDA	(1,614,899)	(562,659)	(2,177,558)
Depreciation and amortisation	99,889	296,392	396,281
Income tax expense	8,539	(153,837)	(145,298)
Total segment assets	2,404,559	18,319,441	20,724,000
Total assets includes:
Additionstonon-current	100,068	1,443,335	1,543,403
assets
Total segment liabilities	964,905	16,679,671	17,644,576

3. Segment information (cont'd)

b) Segment information provided to the board (cont'd)

The segment information provided to the Board for the reportable segments for the year ended 30 June 2011 is as follows:

	Technology	ParkingManagement	Total
Group-2011	$	$	$
Total segment revenue	1,349,066	-	1,349,066
Inter-segment revenue	-	-	-
Revenuefromexternalcustomers	1,349,066	-	1,349,066
Adjusted EBITDA	(455,054)	-	(455,054)
Depreciation and amortisationGoodwill impairmentIncome tax expense	120,446-4,126	---	120,446-4,126
Total segment assets	3,601,467	-	3,601,467
Total assets includes:Additionstonon-currentassets	61,595	-	61,595
Total segment liabilities	581,996	-	581,996

3. Segment information (cont'd)

c) Other segment information

(i) Segment revenue

Sales between segments are carried out at arm's length and are eliminated on consolidation. The revenue from external parties reported to the Board is measured in a manner consistent with that in the income statement.

Segment revenue reconciles to total revenue from continuing operations as follows:

	2012	2011
	$	$
Total segment revenue	13,015,459	1,349,066
Intersegment eliminations	(586,461)	-
Interest revenue	443,267	345,530
	12,872,625	1,694,596

Revenue for the Group is analysed as follows:

	Revenue		Non-current
	$		assets
Group		$	$	$
	2012	2011	2012	2011
New Zealand	741,668	745,444	4,844,404	5,870,528
Australia	848,502	368,924	-	-
United Kingdom	10,996,755	226,536	4,299,528	-
South Africa	320,641	-	-	-
Middle East	97,450	-	-	-
Other	10,443	8,162	-	-
Revenue from sales of goods and services	13,015,459	1,349,066	9,143,932	5,870,528
prior to intercompany eliminations
Intercompany eliminations	(586,461)	-	-	-
Revenue from sales of goods and services	12,428,998	1,349,066	9,143,932	5,870,528

The intercompany eliminations represent revenue in the technology business after the acquisition of Town and City Parking Limited.

Given the nature of the business the Group has two customers that each individually contributes more than 10% of revenue from sales of good and services including $4,864,621 (39%) and $1,882,549 (15%).

3. Segment information (cont'd)

(ii) Adjusted EBITDA

The Board assesses the performance of the operating segments based on a measure of adjusted EBITDA. This measurement excludes the effects of non-recurring expenditure from the operating segments such as restructuring costs, acquisition costs and goodwill impairments when the impairment is the result of an isolated, non-recurring event. Furthermore, the measure excludes the effects of equity-settled share-based payments and realised/unrealised gains/(losses) on financial assets. Interest income and expenditure are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the group.

A reconciliation of adjusted EBITDA to operating profit before income tax is provided as follows:

	2012	2011
	$	$
Adjusted EBITDA	(2,177,558)	(455,054)
Intersegment eliminations	(299,689)	-
Interest revenue	443,627	345,530
Interest expense	(34,890)	-
Business acquisition costs	(160,925)	(359,087)
Depreciation	(381,101)	(26,155)
Amortisation	(1,050,451)	(395,443)
Impairment net asset adjustment receivable	(615,131)	-
Impairment of goodwill	(11,299,431)	-
Realised gain on financial assets through profit	-	1,264,360
and loss
Unrealised loss on financial assets through	(118,461)	(565,427)
profit and loss
Loss on disposal of fixed property, plant and	-	(8,923)
equipment
Town and City Parking Limited restructuring	(447,410)	-
costs
Adjusted EBITDA for parent company	(557,945)	(649,335)
Other	(330,035)	-
Profit before income tax from operations	(17,029,400)	(849,534)

3. Segment information (cont'd)

(iii) Segment assets

The amounts provided to the Board with respect to total assets are measured in a manner consistent with that of the financial statements. These assets are allocated based on the operations of the segment and the physical location of the asset.

Investment in shares (classified as financial assets at fair value through profit or loss) held by the group are not considered to be segment assets but rather managed by the treasury function.

Reportable segments' assets are reconciled to total assets as follows:

	2012	2011
	$	$
Segment assets	20,724,000	3,601,467
Intersegment eliminations	(13,118,466)	(5,518,834)
Unallocated:
Parent company assets	24,436,437	25,242,251
Total assets as per the balance sheet	32,041,971	23,324,884

(iv) Segment liabilities

The amounts provided to the Board with respect to total liabilities are measured in a manner consistent with that of the financial statements. These liabilities are allocated based on the operations of the segment.

Reportable segments' liabilities are reconciled to total liabilities as follows:

	2012	2011
	$	$
Segment liabilities	17,644,576	581,996
Intersegment eliminations	(5,533,419)	(1,708,829)
Unallocated:
Parent company liabilities	42,819	2,303,220
Total liabilities as per the balance sheet	12,153,976	1,176,387

4. Business combination

For the year ended 30 June 2012

On 9 January 2012, Car Parking Technologies Limited acquired 100% of the issued share capital of Town and City Parking Limited, a United Kingdom based company which operates in the car park management business.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

	2012
	$
Cash and cash equivalents	3,001,484
Trade and other receivables	6,880,829
Inventories	165,359
Property, plant and equipment	3,118,692
Bank overdraft	(657,507)
Tradeand otherpayables	(12,358,670)
Provision for employee benefits	(713,024)
Tax payable	(18,196)
Borrowings	(1,945,959)
Net identifiable assets acquired	(2,526,992)
Purchase consideration:
Cash paid	2,886,834
Net asset adjustment(b)	(3,304,313)
Contingent consideration (a)	-
Total purchase consideration	(417,479)
Goodwill on acquisition	2,109,513

The goodwill is attributable to the expected growth in profitability through the roll out of technology and expected cost savings. It will not be deductible for tax purposes.

a) Contingent consideration

In the event that certain EBITDA targets are achieved by Town and City Parking Limited, for the 12 months ending 31 December 2012 and the 12 months ending 31 May 2013, additional consideration up to $11,092,014 may be payable in cash and ordinary shares in Car Parking Technologies Limited. Subject to movements in the exchange rate the maximum amount of cash payable would be $4,703,932 and the maximum number of ordinary shares issued would be 21,765,185.

b) Net asset adjustment

The Sale and Purchase Agreement provided that the first earn out would be adjusted post settlement to the extent that the completion net asset statement varies materially from an agreed balance sheet summary. In the event of the first earn out is not sufficient to recover the net asset adjustment the Sale and Purchase Agreement provides other mechanisms for recovering this amount. Whilst the net asset adjustment has been calculated in accordance with terms of the Sale and Purchase Agreement it should be noted that Mr Dickson disputes the amount due. The recoverability of this amount is detailed within note 27(f).

The fair value of the contingent consideration payable has been estimated at nil based on a probability adjusted EBITDA forecast for Town and City Parking Limited.

c) Revenue and profit contribution The acquired business contributed revenues of $10,209,322 and a net loss of $2,104,103 to the Group for the period from 9 January 2012 to 30 June 2012.

4. Business combination (cont'd)

Acquisition related costs of $160,925 are included in other expenses in profit or loss and in operating cash flows in the statement of cash flows.

5. Financial risk management

The Groups activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group does not use derivative financial instruments, however the Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, and aging analysis for credit risk.

Risk management is carried out by the Board of Directors with assistance from suitably qualified management. The Board provides written principles for overall risk management and further policies will evolve commensurate with the evolution and growth of the Group.

The group holds the following financial instruments:

	2012	2011
	$	$
Financial assets
Cash and cash equivalents	10,972,973	4,235,966
Trade andother receivables	7,277,336	840,457
Financialassets at fair value through profit or	86,924	205,385
loss
	18,337,233	5,281,808
Financial liabilities
Trade and other payables	10,693,630	437,116
	10,693,630	437,116

a) Market risk

(i) Foreign Exchange Risk

The Group operates internationally and is exposed to foreign exchange rate risk arising from various currency exposures.

Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

The Board has a policy of monitoring foreign exchange risks.

The Group's exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars was $35,764 (2011: $138,621).

The Group's exposure to foreign exchange movements from trading is not material.

5. Financial risk management (cont'd)

(ii) Price risk

The Group is exposed to equity securities price risk. This arises from investments held by the Group and classified on the Statement of Financial Position as fair value through profit or loss. To manage its price risk arising from investments in equity securities, the Group manages its portfolio of securities in accordance with limits set by the Group. Diversification of the portfolio is not defined by the Group as management have a short term position in the investments.

The Group holds two publicly traded ASX listed equity investments within its portfolio. The table below summarises the impact of increases/decreases in the share prices of the portfolio of equity investments using a rate of +10%/-10% (2011: +10%/-10%).

	Impact on Pre-Tax Profit 2012			Impact on Pre-Tax Profit 2011
	Increase	Decrease	Increase	Decrease
Volatility rate	+10%	-10%	+10%	-10%
Listed equities at	8,692	(8,692)	20,539	(20,539)
cost:$86,924
(2011: $205,385)

(iii) Cash flow and fair value interest rate risk

Some of the Group's cash balance is held in a high interest earning account. Sensitivity analysis is not disclosed based on management's calculations as amount considered immaterial.

The Group manages cash flow and interest rate risk by regularly reviewing cash facilities and ensuring we are attracting the highest and most suitable interest rate on our cash holdings. As at reporting date, the Group had the following variable rate cash and borrowings held at variable rates.

		30 June 2012		30 June 2011
	Weighted	Balance	Weighted	Balance
	average		average
	interest		interest
	rate		rate
Cash and cash equivalents	5.19%	10,972,973	4.70%	4,235,966

b) Credit risk

Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents as well as credit exposure to trade and other receivables. The board manages credit risk by ensuring all cash balances held at banks are held at internationally and domestically recognised institutions.

The Group continuously monitors defaults of customers and incorporates this information into its credit risk controls. The Group's policy is to deal only with credit worthy counterparties.

The Group has some exposure in relation to the net asset adjustment receivable from the vendor of Town and City Parking Limited. Further information on this is outlined in note 27.

The maximum exposure to credit risk is the carrying amount of the financial assets of cash and other receivables to the value of $19,150,197 (2011: $5,112,897).

5. Financial risk management (cont'd)

As of 30 June 2012, trade receivables of $1,107,111 (2011: $49,613) were past due but were not impaired. These relate to a number of independent customers for whom there is no recent history of default (Refer to note 11).

c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows.

As at reporting date the Group had net working capital of $8,458,965 (2010: $4,866,603). The Group manages liquidity risk by continuously monitoring cash flow forecasts and actual cash flows on a monthly basis and currently does not require any external borrowing facilities.

The financial liabilities of the Group at reporting date were trade payables incurred in the normal course of the business. These were non interest bearing and were due within the normal 30-60 days terms of creditor payments.

Maturities of financial liabilities

The tables below analyse the Group's and the parent entity's financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

GROUPAs at 30 June 2012	Less than 6 months	Total contractualcashflows	Carrying Amounts
	$	$	$
Non-derivatives
Trade payables	10,693,630	10,693,630	10,693,630
Total non-derivatives	10,693,630	10,693,630	10,693,630
GROUPAs at 30 June 2011	Less than 6 months	Total contractualcashflows	Carrying Amounts
	$	$	$
Non-derivatives
Trade payables	437,116	437,116	437,116
Total non-derivatives	437,116	437,116	437,116

5. Financial risk management (cont'd)

d) Fair value

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

The fair value of financial instruments traded in active markets, such as trading and available for sale securities, is based on current quoted market prices at reporting date. The quoted market price used for financial assets held by the Group is the current market price.

The fair value of financial instruments that are not traded in an active market such as unlisted investments and subsidiaries is determined using valuation techniques where applicable. Where this is unable to be done they are carried at cost. The carrying value less impairment provision of current trade receivables and payables are assumed to approximate their fair values due to their short term nature.

Hierarchy

The Group classifies financial instruments recognised in the statement of financial positions of the Group and parent entity according to the hierarchy stipulated in AASB 7. The Group has listed equity securities recognised at fair value through profit or loss of $86,924 (2011: $205,385) classified as Level 1 - the instrument has quoted prices (unadjusted) in active markets for identical assets or liabilities.

6. Revenue and other income

	Consolidated
	2012	2011
	$	$
(a) From operations
Revenue
Revenue from sale of goodsand services	12,428,998	1,349,066
Interest revenue	443,627	345,530
Total revenue from operations	12,872,625	1,694,596
(b) Other income
Realised gains on financial assets through profit or
loss	-	1,264,360
Unrealisedlosseson financial assetsthrough profit
or loss	-	(565,427)
Foreign exchange gains (net)	-	99,360
Total other income	-	798,293

7. Expenses

Loss before income tax includes the following specific expenses:

		Consolidated
	Note	2012	2011
		$	$
Depreciation:
-Motor vehicles		(23,424)	(3,640)
-Plant and equipment		(299,336)	(21,178)
-Office equipment		(38,158)	(922)
-Leasehold improvements		(10,833)	(415)
-Land and buildings		(9,350)	-
Totaldepreciation		(381,101)	(26,155)
Finance costs:
-Interest expense		(34,980)	-
-Brokerage fees		-	(26,944)
-Bank fees and charges		(67,873)	(2,195)
Total finance costs		(102,853)	(29,139)
Amortisation		(1,050,451)	(395,443)

7. Expenses (cont'd)

	Consolidated
	Note	2012	2011
		$	$
Other expenses:
-Operating lease expense		(1,129,547)	(20,759)
-Audit fees	26	(101,976)	(43,882)
-ASXand share registry expense		(68,501)	(40,405)
-Consultants expense		(108,418)	(253,200)
-Foreign exchange loss (net)		(201,756)	-
-Impairment of trade debtors		(29,430)	(32,049)
-Loss on disposal of fixed property, plant		-	(8,923)
and equipment
-Motor vehicle expense		(789,666)	(18,448)
-Support and development		(153,669)	(123,733)
-Unrealised losses on financial assets		(118,461)	-
through profit or loss
-Travel and Accommodation		(551,250)	(132,123)

8. Income tax expense

	Consolidated
	2012	2011
	$	$
a)Income tax expense
Current tax	-	922,966
Deferred tax	401,809	(226,362)
Adjustments for current tax of prior periods	50,834	82,080
Benefits of tax losses	(330,408)	(454,791)
Tax expense	122,235	323,893
Deferred income tax (revenue) expense included inincome tax expense comprises:
Decrease/(increase) in deferred tax assets	(67,552)	(226,362)
(Decrease)/increase in deferred taxliabilities	176,571	-
	Consolidated
	2012	2011
	$	$
b)Reconciliation of income tax expense to prima
facie tax payable
Profit/(loss)fromcontinuingoperationsbeforeincome tax expense	(17,029,400)	(849,534)
Profit/(loss) from discontinued operations	-	-
Tax at the Australian rate of 30%	(5,108,820)	(254,860)
Tax effect of permanent differences:
Rate differences	33,987	-
Goodwill and intangible impairment expense	3,389,829	-
Non-deductible expenses	5,560	-
Amortisation	-	90,346
Gain on Sale of Developed Technology	-	661,425
Share-based payments expense	28,331	102,922
Adjustments for current tax of prior periods	-	82,080
Other timing differences	165,021	-
Benefits of tax losses and other timing differences
not brought to account	1,383,089	(463,089)
Write off deferred tax assetspreviously brought to
account	225,238	-
Sundry items	-	105,069
Tax expense	122,235	323,893
c)Unrecognised temporary differencesDeferred tax assets and liabilities not recognised
relate to the following:
Deferred tax assets
Tax losses	2,644,421	-
Other temporary differences	47,653	-
Deferred tax liabilities
Other temporary differences	-	(8,298)
	2,692,074	(8,298)

8. Income tax expense (cont'd)

The consolidated entity has tax losses arising in Australia of $168,641 (2011: $nil) available for offset against future taxable profits of the companies in which the losses arose.

At 30 June 2012, there is no recognised or unrecognised deferred income tax liability for taxes that would be payable on the unremitted earnings of the Group's subsidiaries as the Group has no liability for additional taxation should such amounts be remitted.

d) Tax consolidation legislation

Car Parking Technologies Limited and its wholly owned Australian controlled entities have elected to enter into the tax consolidation legislation from 9 January 2007. The accounting policy in relation to this legislation is set out in note 1(g). On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement which, in the opinion of the directors, limits the joint and several liability of the wholly owned entities in the case of a default by the head entity, Car Parking Technologies Limited.

The entities entered into a tax funding agreement under which the wholly owned entities fully compensate Car Parking Technologies Limited for any current tax payable assumed and are compensated by Car Parking Technologies Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Car Parking Technologies Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly owned entities' financial statements.

The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. The funding amounts are recognised as current intercompany receivables or payables, no amounts have been recognised.

9. Earnings/(loss) per share

	Consolidated
	2012	2011
	$	$
Basicprofit/(loss)per share	(0.10)	(0.01)
Dilutedprofit/ (loss)per share	(0.10)	(0.01)
Profit/ (loss)used in calculating EPS	(17,151,635)	(1,173,427)
Basic and diluted loss per share
Profit/(Loss) used in calculating EPS
Weighted average number of ordinary shares outstanding	No.	No.
during the year used in calculating basic EPS	180,036,996	97,719,933
	2012	2011
Reconciliation of basic and diluted loss per share	$	$
Profit/(loss) attributable to the ordinary equity holders of	(17,151,635)	(1,173,427)
the company used in calculating earnings/(loss) per share:
	(17,151,635)	(1,173,427)

The earnings per share calculation has not been adjusted for the 2,000,000 options (2011: 2,000,000) and 1,094,828 deferred share rights (2011: 844,828) as the company has made a loss in the current year and this would be considered antidilutive. These options and deferred share rights could potentially dilute basic earnings per share in the future.

10. Cash and cash equivalents

	Consolidated
	2012	2011
Current	$	$
Cash at bank and in hand	4,126,802	149,158
Deposits at call	6,846,171	4,086,808
	10,972,973	4,235,966

Cash at bank includes cash that TCP has collected and counted on behalf of customers, the associated liability for this is included in other payables.

• a) Interest rate risk exposure The Group's exposure to interest rate risk is discussed in note 5.
• b) Assets pledged as security While the group has no term debt the bank has a floating charge over the assets of TCP included in the statement of financial position for $12,792,724 for credit card and payment facilities.

11. Trade and other receivables

	Note	Consolidated
		2012	2011
		$	$
Current
Trade receivables		3,668,484	732,098
Provision for impairment of receivables(a)		(296,278)	-
		3,372,206	732,098
Receivable from key management personnel(Refer note 27 (f))		2,754,794	-
Related party receivables		-	43,156
Prepayments		899,888	36,474
Other receivables(d)		1,150,336	65,203
		8,177,224	876,931

Further information relating to receivable from key management personnel is set out in note 27.

a) Impaired trade receivables

As at 30 June 2012 current trade receivables of the group with a nominal value of $300,902 (2011: nil) were impaired. The amount of the provision was $296,278 (2011: nil).

The ageing analysis of these trade receivables is as follows:

	Consolidated
	2012	2011
	$	$
1 to 3 months	-		-
3 to 6 months	44,314		-
Over 6 months	256,588		-
	300,902		-

11. Trade and other receivables (cont'd)

Movements in the provision for impairment of receivables are as follows:

Consolidated
2012	2011
$	$
-		-
269,577		-
29,430		-
(2,817)		-
88		-
296,278		-

The creation and release of the provision for impaired receivables has been included in 'other expenses' in profit or loss. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash.

b) Past due but not impaired

As of 30 June 2012, trade receivables of $1,107,111 (2011: $49,613) were past due but were not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

	Consolidated
	2012
	$	$
Up to 3 months	835,827	6,917
3 months and over	271,284	42,696
	1,107,111	49,613

c) Fair values and credit risk

Due to the short term nature of these receivables the carrying values represent their respective fair values at 30 June 2012 and 30 June 2011.

The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables mentioned above. Refer to note 5 for more information on the risk management policy of the consolidated entity and the credit quality of its receivables.

d) Other receivables

These amounts generally arise from transactions outside the usual operating activities of the Company. Interest may be charged at commercial rates where the terms of repayment exceed normal payment terms. Collateral is not normally obtained.

e) Foreign exchange and interest rate risk

Information about the Group's exposure to foreign currency risk and interest rate risk in relation to trade and other receivables is provided in note 5.

12. Inventories

	Note	Consolidated
		2012	2011
		$	$
Stock in Transit		0	61,969
Work in progress		87,891	6,274
Finished goods		1,287,929	656,465
		1,375,820	724,708

13. Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are all held for trading and include the following:

	Consolidated
	2012	2011
	$	$
Current
Australian listed equity securities	86,924	205,385
	86,924	205,385

Changes in fair values of financial assets at fair value through profit or loss are recorded in other income or other expense in the profit or loss (note 6).

a) Risk exposure

The Group's exposure to price and credit risk is discussed in note 5.

14. Property, plant and equipment (non-current)

	Land	Buildings	MotorVehicles	OfficeEquipment	Plant andEquipment	LeaseholdImprovem-ents	Total
Consolidated	$	$	$	$	$	$	$
Year ended 30 June 2012
At 1 July 2011
Opening net book amount	-	-	61,921	25,533	58,027	12,073	157,554
Acquisition of subsidiary	1,378,993	76,656	4,452	81,616	1,502,081	74,894	3,118,692
Additions	-	-	32,643	61,829	1,379,588	69,343	1,543,403
Disposals	-	-	(456)	-	-	-	(456)
Depreciation charge for theyear	-	(9,350)	(23,424)	(38,158)	(299,336)	(10,833)	(381,101)
Foreign exchange translation	13,940	748	325	1,270	19,157	1,098	36,538
Closing net book amount	1,392,933	68,054	75,461	132,090	2,659,517	146,575	4,474,630
At 30 June 2012
Cost or fair value	1,392,933	280,481	268,356	289,351	4,145,887	194,899	6,571,907
Accumulated depreciation &impairment	-	(212,427)	(192,895)	(157,261)	(1,486,370)	(48,324)	(2,097,277)
Net book amount	1,392,933	68,054	75,461	132,090	2,659,517	146,575	4,474,630

14. Property, plant and equipment (non-current) (cont'd)

	MotorVehicles	OfficeEquipment	Plant andEquipment	LeaseholdImprovements	Total
Consolidated	$	$	$	$	$
Year ended 30 June 2011
At 1 July 2010
Opening net book amount	-	-	-	-	-
Acquisition of subsidiary	42,609	10,118	71,667	3,231	127,625
Additions	21,299	17,043	14,354	8,899	61,595
Disposals	-	(1,440)	(8,142)	-	(9,582)
Depreciation charge for theyear	(3,640)	(922)	(21,178)	(415)	(26,155)
Foreign exchange translation	1,653	734	1,326	358	4,071
Closing net book amount	61,921	25,533	58,027	12,073	157,554
At 30 June 2011
Cost or fair value	116,597	38,876	184,643	12,502	352,618
Accumulated depreciation &impairment	(54,676)	(13,343)	(126,616)	(429)	(195,064)
Net book amount	61,921	25,533	58,027	12,073	157,554

(a) Assets in the course of construction

The carrying amounts of assets disclosed above include the following expenditure recognised in relation to property, plant and equipment which is in the course of construction:

	Note	Consolidated
		2012$	2011$
Plant and equipment		184,171		-

The group has capital expenditure contracted for at the reporting date but not recognized liabilities of $74,284 (2011: nil).

(b) Non-current assets pledged as security Refer note 10 b).

15. Intangible assets (non-current)

		Developed
	Software	Technology	Goodwill	Total
	$	$	$	$
Year ended 30 June 2012
Opening net book amount	392,625	5,320,349	11,151,038	16,864,012
Acquisition of subsidiary	-	-	2,109,513	2,109,513
Additions	6,500	-	-	6,500
Disposals	-	-	-	-
Exchange differences	279	-	169,717	169,996
Impairment charge*	-	-	(11,299,431)	(11,299,431)
Amortisation charge	(247,380)	(803,071)	-	(1,050,451)
Closing net book amount	152,024	4,517,278	2,130,837	6,800,139
At 30 June 2012
Cost	496,866	5,621,500	13,430,268	19,548,634
Accumulated amortisation and impairment	(344,842)	(1,104,222)	(11,299,431)	(12,748,495)
Net book amount	152,024	4,517,278	2,130,837	6,800,139

		Developed
	Software	Technology	Goodwill	Total
	$	$	$	$
Year ended 30 June 2011
Opening net book amount	-	-	-	-
Acquisition of subsidiary	452,940	5,621,500	10,875,864	16,950,304
Additions	28,602	-	-	28,602
Disposals	(3,823)	-	-	(3,823)
Exchange differences	9,198	-	275,174	284,372
Amortisation charge	(94,292)	(301,151)	-	(395,443)
Closing net book amount	392,625	5,320,349	11,151,038	16,864,012
At 30 June 2011
Cost	489,985	5,621,500	11,151,038	17,262,523
Accumulated amortisation and impairment	(97,360)	(301,151)	-	(398,511)
Net book amount	392,625	5,320,349	11,151,038	16,864,012

*The carrying amount of the goodwill within the Technology cash generating unit ("CGU") has been reduced to its recoverable amount through recognition of an impairment loss against goodwill. This loss has been disclosed as a separate line item in the profit or loss.

15. Intangible assets (non-current) (cont'd)

(a) Impairment test for goodwill

Goodwill is allocated to the Group's CGUs at the lowest level for which there are separately identifiable cash inflows which are largely independent of cash flows from other CGUs.

A CGU level summary of the goodwill allocation is presented below.

	Consolidated
	2012	2011
	$	$
CGU
Technology	-	11,151,038
Parking management	2,130,837	-
	2,130,837	11,151,038

The recoverable amount of the Technology CGU is determined 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 the estimated growth rates stated below.

The goodwill in the Parking management business has not been subject to impairment testing. The directors engaged external advice to review the identifiable assets acquired and liabilities and contingent liabilities assumed at the date of acquisition to determine the goodwill on the acquisition of Town and City Parking Limited. The goodwill has not been subject to impairment testing due the acquisition recently taking place and inherent uncertainty over longer term projections.

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

The key assumptions below used for value-in-use calculations relate to the Technology CGU. In 2011 the Technology CGU was not subject to impairment testing.

	2012	2011
	$	$
Technology CGU
Growth rate *	15%	-
Discount rate **	20%	-

*Weighted average growth rate used to extrapolate cash flows beyond the budget period.

**In performing the value-in-use calculations, the group has applied post-tax discount rates to discount the forecast future attributable post-tax cash flows. The equivalent pre-tax discount rates are disclosed above.

These assumptions have been used for the analysis of the Technology CGU. Management determined budgeted gross margin based on its expectations for the future. The weighted average growth rate is based on management projections for the future. The discount rate used reflects specific risks relating to the Technology CGU.

15. Intangible assets (non-current) (cont'd)

(c) Impairment charge

The impairment charge of $11,299,431 arose in the Technology CGU following the lower than expected revenue for the year ended 30 June 2012. Whilst management believe in the potential for growth in this business, the impairment charge was considered prudent and appropriate given recent historical performance.

(d) Impact of possible changes in key assumptions

As goodwill has been fully impaired, Management believe changes in key assumptions will not result in any further impairment.

16. Deferred Tax Assets

	Consolidated
	2012	2011
	$	$
The balance comprises temporary differences attributable to:
Unrealised loss on investments	-	169,628
Tax losses	330,832	-
Other temporary differences	(176,571)	90,700
	154,261	260,328

Movements	Unrealisedloss on		Othertemporary
	investments	Tax losses	differences	Total
	$	$	$	$
At 1 July 2010	-	-	-	-
(Charged)/credited
-to profit or loss	169,628	-	56,733	226,361
-directly to equity	-	-	33,967	33,967
At 30 June 2011	169,628	-	90,700	260,328
(Charged)/credited
-to profit or loss	(169,628)	330,832	(233,304)	(72,100)
-directly to equity	-	-	(33,967)	(33,967)
At 30 June 2012	-	330,832	(176,571)	154,261

17. Trade and other payables

	Consolidated
	2012	2010
	$	$
Current
Trade payables	2,583,725	246,786
Related party payables	48,862	58,674
Other payables	8,061,043	131,656
	10,693,630	437,116

(a) All trade and other payables are expected to be settled within 12 months. Other payables includes amounts payable to customers for cash that TCP has collected and counted on behalf of customers, the associated cash for this is included in cash at bank.

(b) Risk exposure

Details of the Group's exposure to risks arising from trade and other payables are set out in note 5.

18. Deferred revenue

	Consolidated
	2012	2011
	$	$
Current
Revenue received in advance	149,274	98,256
	149,274	98,256

Revenue received in advance relates to a number of customers which have paid in advance for the Group to provide parking technology solutions.

19. Provisions

	Consolidated
	2012	2010
	$	$
Current
Employee benefits	1,301,049	90,758
	1,301,049	90,758

The current provision for employee benefits includes accrued annual leave and payroll taxes. The entire amount is treated as current, since the Group does not have the unconditional right to defer settlement for any of these obligations.

20. Issued capital

	Note	ConsolidatedEntity2012No.	ConsolidatedEntity2012$	ConsolidatedEntity2011No.	ConsolidatedEntity2011$
Ordinary shares
Issued and fully paid-	(a)	208,108,602	45,554,329	156,108,602	30,972,466
LessTreasury shares		(3,344,830)		(1,344,830)
Totalconsolidated		204,673,772	45,554,329	154,763,772	30,972,466
contributed equity

(a) Movements in ordinary share capital

Date	Details	No of shares	Issue price	$
1July2010	OpeningBalance	84,934,928		14,232,890
12 January 2011	Exercise of options	250,000	$0.10	25,000
27 January 2011	Exercise of Director options	7,200,000	$0.06	432,000
27 January 2011	Exercise of options	5,000,000	$0.10	500,000
7 February 2011	Exercise of Director options	4,800,000	$0.06	288,000
8 February 2011	Exercise of options	500,000	$0.10	50,000
8 February 2011	Consolidationofcapital(4shares consolidated to 3)Roundingofconsolidation	(25,671,232)		-
	capital	76		-
17 February2011	ConsiderationSharesforAcquisitionofMeterEye
	Limited	72,750,000	$0.20	14,550,000
17 February 2011	Share Issue	5,000,000	$0.20	1,000,000
	Less: Transaction costs arisingon share issue			(105,424)
11 May 2011	Shares issued under deferred
	shareand incentive plan	1,344,830		-
30 June 2011	Balance	156,108,602		30,972,466
28December2011	Share Issue	50,000,000	$0.30	15,000,000
	Less: Transaction costs arisingon share issue			(418,137)
21February2012	Shares issued under deferred
	share and incentive plan	2,000,000		-
30 June 2012	Balance	208,108,602		45,554,329

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.

Treasury shares are shares in Car Parking Technologies Limited that are held by the Car Parking Technologies Employee Share Trust for the purpose of issuing shares under the Car Parking Technologies Limited Employee share scheme (refer to note 24 (b)).

20. Issued capital (cont'd)

Capital risk management

The Group's objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

At the 30 June 2012 the Group has capital of $19,887,995 (2011: $22,148,497).

21. Reserves and accumulated losses

(a) Reserves

	Consolidated
	2012	2011
	$	$
Share based payments	875,674	778,073
Foreign currency translation	416,473	204,804
	1,292,147	982,877

	Consolidated
	2012$	2011$
Movements in sharebased paymentreservewere as follows:
Balance 1 July	778,073	1,392,611
Option expense	-	329,931
Deferred share rights expense	97,601	13,142
Expired options	-	(957,611)
Balance 30 June	875,674	778,073

Share based options

The Company has 2,000,000 unlisted options over ordinary shares on issue at 30 June 2012. Each option shall entitle the option holder to acquire one share upon payment of the sum of $0.20 on or before 30 June 2013.

Deferred share rights

The Company has 1,094,828 deferred share rights on issue at 30 June 2012. Each right shall entitle the holder to acquire one share for nil consideration providing they are still employed by the Company and they have met the 3 year time hurdle.

Consolidated
2012	2011
$	$
204,804	-
211,669	204,804
416,473	204,804

Nature and purpose of reserves

Share-based payments reserve

The share-based payments reserve is used to record the value of equity benefits which may be provided:

• to directors on terms determined by the shareholders; and
• to employees, advisers and consultants as payments for services.

21. Reserves and accumulated losses (cont'd)

Foreign currency translation reserve

Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described in note 1 d) and accumulated within a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.

(b) Accumulated losses

	Consolidated
	2012	2011
	$	$
Balance 1 July	(9,806,846)	(9,622,509)
Netprofit/(loss)for the year	(17,151,635)	(1,173,427)
Expired options transferred to retained earnings	-	957,611
Other movements in retained earnings	-	31,479
Balance 30 June	(26,958,481)	(9,806,846)

22. Related party transactions

The consolidated financial statements incorporate the assets, liabilities and results of subsidiaries in accordance with the accounting policy described in note 1(b).

(a) Parent entity

The parent entity within the Group is Car Parking Technologies Limited which is the ultimate Australian parent.

(b) Director related entities

During the year the parent and its subsidiaries made payments to Directors and their related entities for services provided. Details are disclosed at note 27.

23. Reconciliation of cash flows from operating activities

	Consolidated
	2012	2011
	$	$
Reconciliation of Cash Flow from Operations with
Loss after Income Tax
Profit/(Loss) after income tax for the periodAdjustments for:	(17,151,635)	(1,173,427)
Gain/loss on disposal of plant and equipment	-	8,923
Depreciationand amortisationexpense	1,431,552	421,598
Unrealisedlosses onfinancial assets through profit
or loss	118,461	(699,115)
Impairmentof goodwill	11,299,431	-
Impairmentof trade receivables	29,430	32,049
Share-based payments expense	97,601	343,073
Change in operating assets and liabilities, net ofeffects from purchase of controlled entity:
(Increase)/decrease in trade and term receivables	1,060,899	(176,857)
(Increase)/decrease in inventories	(485,747)	(378,854)
(Increase)/decrease inother current assets	1,250,721	165,085
Increase/(decrease) in trade payables and accruals	(1,420,250)	(1,070,468)
Increase/(decrease) intax payableand deferred
tax	(452,546)	289,929
Net Cash outflow from operations	(4,222,083)	(2,238,064)

24. Share based payments

(a) Options

The following share-based payments arrangements to directors, employees and advisors existed at 30 June 2012. All options granted to directors, employees and advisors are for ordinary shares in Car Parking Technologies Ltd confer a right of one ordinary share for every option held.

GrantDate	ExpiryDate	ExercisePrice	Balance atstart ofyear	Grantedduring theyear	Exercisedduring theyear	Forfeitedduringthe year	Balance atend of theyear	Vested &exercisableat end ofthe year
			Number	Number	Number	Number	Number	Number
	Consolidated Entity 2012
22 Feb	30 June
2011	2013	$0.20	1,500,000	-	-	-	1,500,000	1,500,000
1 Apr	30 June
2011	2013	$0.20	500,000	-	-	-	500,000	500,000
Total			2,000,000	-	-	-	2,000,000	2,000,000
Weighted Average
Exercise Price			$0.20	-	-	-	$0.20	$0.20
	Consolidated Entity 2011
12 Dec	30 June
2008	2011	$0.10	5,750,000	-	5,750,000	-	-	-
15 Apr	31 Dec
2009	2011	$0.06	12,000,000	-	12,000,000	-	-	-
22 Feb	30 June
2011	2013	$0.20	-	1,500,000	-	-	1,500,000	1,500,000
1 Apr	30 June
2011	2013	$0.20	-	500,000	-	-	500,000	500,000
Total			17,750,000	2,000,000	17,750,000	-	2,000,000	2,000,000
Weighted Average
Exercise Price			$0.07	$0.20	$0.07	-	$0.20	$0.20

The weighted average remaining contractual life of share options outstanding at the end of the year was 1 year.

Fair value of options granted

30 June 2012

There were no options granted during the year ended 30 June 2012.

30 June 2011

The assessed fair value at grant date of options granted during the year ended 30 June 2011 was $0.165 per option for options issued on 22 February 2011 and $0.165 per option for options issued on the 1 April 2011. The fair value at grant date is independently determined using a Black Scholes 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.

24. Share based payments (cont'd)

The model inputs for options granted during the year ended 30 June 2011 included:

Options are granted for no consideration and vest based on conditions determined by the board at a general meeting, vested options are exercisable as per the dates below, after vesting and;

Grant date	22 February 2011	1 April 2011
Exercise price	$0.20	$0.20
Expiry date	30 June 2013	30 June 2013
Share price at grant date	$0.295	$0.30
Expected volatility	70%	70%
Expected dividend yield	Nil	Nil
Risk free rate	4.97%	4.97%

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.

Where options are issued to employees of subsidiaries within the Group, the subsidiaries compensate Car Parking Technologies Limited for the amount recognised as expense in relation to these options.

(b) Deferred Share and Incentive Plan

In January 2011 shareholders approved the establishment of a Deferred Share and Incentive Plan (Plan). The Plan was established to ensure that Car Parking Technologies Limited has appropriate mechanisms in place to continue to attract and retain the services of employees of a high calibre and as compensation for past performance. There are no performance criteria as it was more appropriate to use service conditions.

At 30 June 2012 3,344,830 (2011: 1,344,830) shares have been set aside under the Plan and 1,094,828 (2011: 844,828) deferred share rights have been allocated to New Zealand based employees. New Zealand based employees have the right to acquire the shares no sooner than 3 years and no later than 5 years from the date of allocation for nil consideration.

No deferred share rights were issued to Directors for the year ending 30 June 2012 (2011: nil).

24. Share based payments (cont'd)

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

Grant Date	Date Vested &Exercisable	Expiry Date	Exercise Price	Value Per Optionat Grant Date	% vested
6 May 2011	6 May 2014	6 May 2016	$0.00	$0.28	0%
1 October 2011	1 October 2014	1 October 2016	$0.00	$0.30	0%

	Consolidated
	2012	2011
	$	$
Deferred share rights issued under the plan to
participating employees	1,094,828	844,828
	1,094,828	844,828

(c) Expenses arising from share based payment transactions

Deferred share rights	97,601	13,142
Options issued toemployees, directors & advisors	-	329,931
	97,601	343,073

25. Parent Entity Information

The following details information related to the parent entity, Car Parking Technologies Limited, as at 30 June 2012. The information presented here has been prepared using consistent accounting policies as presented in Note 1.

	2012	2011
	$	$
Current assets	12,419,685	4,332,880
Non-current assets	23,510,444	20,909,370
Total assets	35,930,129	25,242,250
Current liabilitiesNon-current liabilities	51,159-	2,303,219-
Total liabilities	51,159	2,303,218
Contributed equityRetained earnings/ (accumulated losses)Option reserveOther reserveTotal equity	45,554,329(10,551,033)875,674-35,878,970	30,972,466(8,811,508)778,073-22,939,031
Profit for the yearOther comprehensive income/ (loss) for the year	(1,740,519)-	(178,088)-
Total comprehensive income/ (loss) for the year	(1,740,519)	(178,088)

26. Auditor's Remuneration

	Consolidated
	2012	2011
	$	$
Audit Services
Audit and review of financial reports
Grant ThorntonAudit Pty Ltd	34,600	-
BDOAudit (NSW-VIC) Pty Ltd(merged with Grant Thornton from1	10,000	30,389
May2012)
BDOWaikato,New Zealand	23,778	13,493
BDOLLP,United Kingdom	33,598	-
Total remuneration for audit services	101,976	43,882
Non-audit services
Taxation
BDO(WA) Pty Ltd	16,931	16,623
BDOLLP,United Kingdom	26,344	-
Other assurance services
BDOAudit (WA) Pty Ltd	-	21,621
BDOWaikato,New Zealand	-	3,748
BDOLLP,United Kingdom	34,362	-
Total remuneration for non-audit related services	77,637	41,992

27. Key management personnel disclosures

(a) Key management personnel compensation

	Consolidated
	2012	2011
	$	$
Short-term employee benefits	670,415	261,352
Post-employment benefits	26,497	3,150
Long-term benefits	-	-
Share based payments	-	189,622
	696,912	454,124

(b) Equity Instrument disclosures relating to key management personnel

(i) 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 D of the audited Director's Remuneration Report.

(ii) Option holdings

The number of options over ordinary shares in the company held during the financial year by each director of Car Parking Technologies Limited and other key management personnel of the Group, including their personally related parties, are set out below:

2012
	Balance atthe start	Grantedas	Exercised	Otherchanges*	Balance at endof the year	Vested andexercise-able	Unvested
Name	of the year	compensation
Directors
Ms Penelope Maclagan	200,000	-	-	-	200,000	200,000	-
Ms Tiffany Fuller	300,000	-	-	-	300,000	300,000	-
Other key management personnel of the Group
Mr Richard Ludbrook	500,000	-	-	-	500,000	500,000	-
Total	1,000,000	-	-	-	1,000,000	1,000,000	-

2011 Directors Mr Christopher Morris 4,400,000 - 4,400,000 - - - - Ms Penelope Maclagan - 200,000 - - 200,000 200,000 - Ms Tiffany Fuller - 300,000 - - 300,000 300,000 - Mr Gregory Bandy 6,800,000 - 6,800,000 - - - - Mr Anthony King 5,300,000 - 5,300,000 - - - - Other key management personnel of the Group Mr Richard Ludbrook - 500,000 - - 500,000 500,000 - Total 16,500,000 1,000,000 16,500,000 - 1,000,000 1,000,000 -

The options exercised by Directors during the year included options issued to them in their capacity as investors pursuant to a capital note.

27. Key management personnel disclosures (cont'd)

• (iii) Deferred share rights provided as remuneration under the Deferred Share and Incentive Plan and shares issued on the exercise of such rights, together with terms and conditions of the rights, can be found in Section D of the audited Director's Remuneration Report.
• (iv) Deferred share rights holdings

The number of deferred share rights over ordinary shares in the company held during the financial year by each director of Car Parking Technologies Limited and other key management personnel of the Group, including their personally related parties, are set out below (2010: nil):

2011Name	Balance atthe start ofthe year	Granted ascompensation	Exercised	Otherchanges	Balance atend of theyear	Vestedandexerciseable	Unvested
Key management personnel
Mr Andrew Perrier	-	120,690	-	-	120,690	-	120,690
Total	-	120,690	-	-	120,690	-	120,690

(v) Share holdings

The numbers of shares in the company held during the financial year by each director of Car Parking Technologies 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.

27. Key management personnel disclosures (cont'd)

2012
Name	Balance at thestart of theyear	Receivedduring theyear on theexercise ofoptions	Consolidationof capital onbasis of 3 forevery 4shares	Other changes	Balance at the endof the year
Directors
Mr Christopher Morris	27,270,456	-	-	3,333,333	30,603,789
Mr Paul Collins	23,687,169	-	-	141,677	23,828,846
Mr Roland Rogers	23,108,257	-	-	600,000	23,708,257
Mr Bernie Dickson	9,069,629	-	-	-	9,069,629
Ms Penelope Maclagan	1,312,500	-	-	1,666,667	2,979,167
Mr Tiffany Fuller	-	-	-	166,667	166,667
Other key management personnel
Mr Richard Ludbrook	578,912	-	-	-	578,912
Mr Charlie Leaper	-	-	-	-	-
Total	85,026,923	-	-	5,908,344	90,935,267

2011

	Balance atthe start	Receivedduring the	Consolidation ofcapital on basis of	ConsiderationShares and other	Balance at theend of the year
Name	of the year	year on theexercise ofoptions	3 for every 4shares	changes
Directors
Mr Christopher Morris	31,960,607	4,400,000	(9,090,151)	-	27,270,456
Mr Paul Collins	-	-	-	23,687,169	23,687,169
Mr Roland Rogers	-	-	-	23,108,257	23,108,257
Mr Bernie Dickson	-	-	-	9,069,629	9,069,629
Ms Penelope Maclagan	1,750,000	-	(437,500)	-	1,312,500
Mr Tiffany Fuller	-	-	-	-	-
Mr Gregory Bandy	500,000	6,800,000	(1,825,000)	(5,175,000)	300,000
Mr Ian Macliver	5,196,682	-	(1,299,171)	(1,595,175)	2,302,336
Mr Anthony King	6,101,883	5,300,000	(2,850,471)	(3,575,463)	4,975,949
Other key management personnel
Mr Richard Ludbrook	-	-	-	578,912	578,912
Total	45,509,172	16,500,000	(15,502,293)	46,098,329	92,605,208

(e) Loans to key management personnel

A Director, Mr Dickson, was the Managing Director and sole shareholder of Town and City Parking Limited (TCP) prior to it being acquired by Car Parking Technologies Limited on 9 January 2012. The Sales and Purchase Agreement provided for a net asset adjustment as outlined in note 4. At 30 June 2012 the fair value of the amount due from Mr Dickson for the net asset adjustment is $2,720,889 and $33,906 for a pre-acquisition shareholders current account. Whilst the net asset adjustment has been calculated in accordance with terms of the Sale and Purchase Agreement it should be noted that Mr Dickson disputes the amount due.

There were no loans made or outstanding to other directors of Car Parking Technologies Limited and other key management personnel of the Group, including their personally related parties.

27. Key management personnel disclosures (cont'd)

(f) Other transactions with key management personnel or related entities.

A Director, Mr Morris, is the Non-executive Chairman and shareholder of Computershare Limited. Computershare Limited has provided share registry services to Car Parking Technologies Limited during the year on normal commercial terms and conditions. The services agreement was in place prior to Mr Morris's appointment.

A Director, Ms Maclagan, is a Director and shareholder of Computershare Limited. Computershare Limited has provided share registry services to Car Parking Technologies Limited during the year on normal commercial terms and conditions. The services agreement was in place prior to Ms Maclagan's appointment.

A Director, Mr Dickson, was the Managing Director and sole shareholder of Town and City Parking Limited (TCP) prior to it being acquired by Car Parking Technologies Limited on 9 January 2012. The details of the transaction are outlined in note 4. As part of completing the acquisition an Independent Experts Report was prepared which concluded the transaction was fair and reasonable to the non-associated shareholders of Car Parking Technologies Limited. Mr Dickson was excluded from voting on the transaction. The Sale and Purchase Agreement provided for a net asset adjustment as outlined in note 4. At 30 June 2012 the amount due from Mr Dickson for the net asset adjustment is $2,720,889 and $33,906 for a pre-acquisition shareholders current account. Whilst the net asset adjustment has been calculated in accordance with terms of the Sale and Purchase Agreement it should be noted that Mr Dickson disputes the amount due. The recoverability of the net asset adjustment is linked to the contingent consideration and the Car Parking Technologies Limited share price. In the event the contingent consideration is insufficient to recover the net asset adjustment the Sale and Purchase Agreement provides for Car Parking Technologies Limited to be appointed attorney and to execute the transfer of shares owned in Car Parking Technologies Limited by Mr Dickson to a nominee to the extent that the number of shares covers the net asset adjustment. The recoverable amount of the net asset adjustment has been impaired by $615,131 for the year ending 30 June 2012 to reflect the share price at that date. Every $.01 reduction in the share price reduces the recoverable amount by $90,696. Based on the share price of $0.265 at 31 August 2012 the recoverable amount would be reduced by $317,437. The fair value of the receivable assumes effective enforcement of the security provided in the Sale and Purchase Agreement and is based on a legal opinion obtained by the company.

The Sale and Purchase Agreement includes tax indemnification provisions by the vendor, Mr Dickson to the company.

TCP purchased hardware and software from Car Parking Technologies Limited prior to acquisition on normal commercial terms and conditions under a Business Agreement which was in place prior to Mr Dickson's appointment. The terms of the Business Agreement have been reviewed post acquisition and reflect normal commercial terms and conditions.

Mr Dickson's employment with Town & City Parking Limited was terminated on 24 August, 2012. Mr Dickson resigned as a director on 22 September, 2012.

A Director, Mr Rogers, is the Managing Director and major shareholder of Electronic Company of New Zealand (1971) Limited (ECONZ). ECONZ has provided product development and support services to Car Parking Technologies Limited during the year on normal commercial terms and conditions. A formal Service Agreement was implemented with ECONZ in July 2012 for the provision of services. Car Parking Technologies Limited has a licence to occupy office space from ECONZ on normal commercial terms and conditions.

27. Key management personnel disclosures (cont'd)

List other transactions

Aggregate amounts of each of the above types of other transactions with key management personnel or their related entities of Car Parking Technologies Limited:

	2012	2011
	$	$
Amounts recognised asrevenue
Revenue for hardware andsoftware and services	787,433	223,682
Amounts recognised as expense
Capital raising fees	-	60,000
Corporateadvisoryfees(companysecretarial&financial	-	63,000
management)
Other advisory fees in relation to business acquisition	-	90,000
Share registry fees (including rights issue fees)	29,675	29,155
Brokerage	-	26,943
Product support and development	194,364	137,435
Licence fee to occupy premises	26,807	7,893
	250,846	414,426

The 2011 comparatives include amounts that related to former Directors that resigned during the year ended 30 June 2011.

28. Dividends paid or proposed

There were no dividends paid or proposed during the year.

29. Non-cash investing and financing activities

The acquisition of Town and City Parking Limited is disclosed in note 4.

30. After reporting period events

As outlined in note 27 the recoverable amount of the net asset adjustment on the acquisition of TCP has reduced by $317,437 due to a reduction in the share price from $0.30 at 30 June 2012 to $0.265 at 31 August 2012.

31. Contingencies

The group had contingencies at 30 June 2012 in respect of:

(a) Contingent consideration

The fair value of the contingent consideration payable for the acquisition of Town and City Parking Limited has been estimated at nil based on a probability adjusted EBITDA forecast for Town and City Parking Limited. The details of the transaction are outlined in note 4.

31. Contingencies (cont'd)

(b) Contingent liability

A subsidiary Town and City Parking Limited has sought clarification from UK tax authorities and professional advisors on the treatment of VAT on a certain revenue line. The current treatment is based on what the company understood to be the law, however the review may result in an alternative treatment. The amount of any VAT payable may be material to the Group and the timing of any assessment is uncertain.

32. Commitments

(a) Capital commitments

The group has capital expenditure contracted for at the reporting date but not recognized liabilities of $74,284 (2011: nil).

(b) Lease commitments

The Group leases office and warehouse space under non-cancellable operating leases and has noncancellable operating leases or management contracts for car parks from which its generates income. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases or management contracts are renegotiated.

	Consolidated
	2012	2011
Commitments for minimum lease payments under non	$	$
cancellable operating leasesandmanagement contracts
are payable as follows:
Within one year	1,426,052	66,870
Later than one year but not later than five years	5,493,075	29,845
Later than five years	6,106,796	-
	13,025,923	96,715

Directors' Declaration

In the Directors' opinion:

• (a) the financial statements, comprising the statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity, accompanying notes, are in accordance with the Corporations Act 2001, and:
  • (i) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
  • (ii) give a true and fair view of the financial position as at 30 June 2012 and of the performance for the year ended on that date of the consolidated entity.
• (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 remuneration disclosures included in the directors' report (as part of the audited Remuneration Report), for the year ended 30 June 2012, comply with section 300A of the Corporations Act 2001.
• (d) The consolidated entity has included in the notes to the financial statements an explicit and unreserved statement of compliance with International Reporting Standards.
• (e) The Directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by;

Christopher Morris Executive Chairman

24 September 2012

Corporate Governance Statement

In fulfilling its obligations and responsibilities to its various stakeholders, the Board is a strong advocate of corporate governance. This statement outlines the principal corporate governance procedures of Car Parking Technologies Limited ("CPT" or "Company"). The Board of Directors ("Board") supports a system of corporate governance to ensure that the management of CPT is conducted to maximise shareholder wealth in a proper and ethical manner.

ASX Corporate Governance Council Recommendations

The Board has adopted corporate governance policies and practices consistent with the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations ("ASX Principles and Recommendations 2nd Edition") where considered appropriate for company of CPT's size and nature. Such policies include, but are not limited to the Board Charter, Board Committee Charters, Code of Conduct, Securities Trading Policy, Market Disclosure Policy, Shareholder Communication and Risk Management Policies. Further details in respect to the Company's corporate governance practises are summarised below and copies of Company's corporate governance policies are available of the Company's web site at www.carparkingtechnologies.com.

Meetings of the Board

The Board meets as and when required but at least quarterly to consider the business of Car Parking Technologies Limited, its financial performance and other operational issues.

Review of Performance

The Board reviews its performance and composition on an annual basis to ensure that it has the appropriate mix of expertise and experience. Given the size and nature of the Company's activities the Board reviews the performance of Directors and the composition of the Board, at regular intervals during the year, or as deemed necessary.

Directors' Remuneration

The remuneration of non executive Directors is different to that of executives. Executive Directors receive a salary and may receive other benefits.

Non executive Directors receive a set fee per annum and are fully reimbursed for any out of pocket expenses necessarily incurred in carrying out their duties. When reviewing Director's fees the Board takes into account any changes in the size and scope of CPT's activities.

The Board will review the remuneration and policies applicable to all Directors on an annual basis. Remuneration levels will be competitively set to attract the most qualified and experienced Directors and senior Executives. Where necessary the Board will obtain independent advice on the appropriateness of remuneration packages.

The structure and disclosure of the Company's remuneration policies for Directors are set out in the Directors Report.

Board Access to Information

All Directors have unrestricted access to all employees of the Company and, subject to the law, access to all Company records and information held by an employees and/or external advisers. The Board receives regular detailed financial and operational reports to enable it to carry out its duties.

Each Director may, with the prior written approval of the Chairman, obtain independent professional

advice to assist the Director in the proper exercise of powers and discharge of duties as a Director or as a member of a Board Committee. The Company will reimburse the Director for the reasonable expense of obtaining that advice.

Board Committees

The Board, where appropriate, may establish a number of committees to assist in carrying out its responsibilities in an effective and efficient manner.

Since the acquisition of Meter Eye and the subsequent Board restructure the Board has established committees to assist the Board in the discharge of its responsibilities.

1. Nomination Committee

The full Board carries out the role of the nomination committee. The full Board did not officially convene as a nomination committee during the Reporting Period, however nomination related discussions occurred from time to time during the year as required.

2. Audit and Risk Committee

The Audit and Risk Committee is governed by a Board approved charter.

The principal function of the Audit and Risk Committee is to provide assistance to the Board in fulfilling its corporate governance and oversight responsibilities in relation to the Company's financial reporting, internal control structure, risk management systems and external audit functions.

The Audit and Risk Committee is chaired by Ms Tiffany Fuller. The Committee currently has one other permanent non-executive member being Ms Penelope Maclagan.

The Board considers that these members have the required financial expertise and an appropriate understanding of the markets in which the Group operates. The Managing Director, Chief Financial Officer and the Company's external auditors are invited to meetings of the Audit and Risk Committee at the Committee's discretion.

2.1 Audit Process

As part of the Company's commitment to safeguarding integrity in financial reporting, Car Parking Technologies Limited accounts are subject to annual audit by an independent, professional auditor, who also reviews the half-yearly accounts. The Auditor attends and is available to answer questions at the Company's Annual General Meetings.

2.2 Auditor Independence

The Company has implemented procedures to monitor the independence and competence of the Company's external auditors. Details of the amounts paid for both audit work and non-audit services are set out in this annual report.

The Board requires that adequate hand-over occurs in the year prior to rotation of an audit partner to ensure an efficient and effective audit under the new partner.

3. Remuneration Committee

The principle function of the Remuneration Committee is to assist the Board in ensuring that the Group's remuneration levels are appropriate and sufficient to attract and retain directors and key executives required to run the Group successfully.

The Remuneration Committee is chaired by Ms Penny Maclagan. The Committee currently has two other permanent non-executive members being Ms Tiffany Fuller and Mr Chris Morris with Paul Collins (Managing Director) attending by invitation.

The Committee meets at least annually, with additional meetings being convened as required.

Share Trading

Under the Company's Share Trading Policy, all employees and Directors of the Company and its related companies are prohibited from trading in the Company's shares or other securities if they are in possession of price sensitive information that is not generally available to the market.

Directors and senior executives of the Company may during certain trading windows trade in the Company's securities. At all other times, all Directors must advise the Chairman of their intention to trade and must receive the Chairman's written clearance prior to undertaking a trade and all senior executives must advise the CEO or Managing Director of their intention to trade and must receive written clearance prior to undertaking a trade

The Company understands and respects that timely disclosure of price sensitive information is central to the efficient operation of the ASX's securities market and has adopted a comprehensive policy covering announcements to the Australian Securities Exchange, prevention of selective or inadvertent disclosure, conduct of investor and analysts briefings, media communications, commenting on expected earnings, communications black-out periods and review of briefings and communications. The policy is reviewed periodically and updated as required.

The Company Secretary has responsibility for overseeing and coordinating disclosure of information to the Australian Securities Exchange. The Company Secretary also liaises with the Chairman in relation to continuous disclosure matters. The Chairman is responsible for overseeing and coordinating disclosure of information to analysts, brokers and shareholders.

Ethical Standards

All Directors, executives and employees are charged with the responsibility to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

It is the Board's responsibility to ensure that all staff are aware of the Company's Code of Conduct and to ensure that any individual who does not adhere to these ideals is dealt with appropriately by executive management. Appropriate action may be counselling, disciplinary action or termination of employment.

The Board is responsible for setting the tone of legal, ethical and moral conduct to ensure that the Company is considered reputable by the industry and other outside entities. This involves considering the impact of the Company's decisions on the industry, colleagues and the general community.

Communications with Shareholders

The Board aims to ensure that shareholders are kept informed of all major developments affecting Car Parking Technologies Limited. Information is communicated to shareholders through the distribution of annual reports; and by presentation to shareholders at the Annual General Meeting, which they are encouraged to attend.

In addition, all reports, including quarterly reports and releases made by Car Parking Technologies Limited throughout the year with respect to its activities are distributed widely via the Australian Securities Exchange and posted on the Company's website located at www.carparkingtechnologies.com.

Corporate Governance Compliance Schedule

The table below identifies the ASX Corporate Governance Principles and Recommendations (Recommendations) and whether or not the Company has complied with the Recommendations during the reporting period:

Recommendation		Complied	Note
1.	Lay solid foundations for management and oversight
1.1	Establish the functions reserved to the board and those delegated to senior	
	executives and disclose those functions
1.2	Disclose the process for evaluating the performance of senior executives	
1.3	Provide the information indicated in the Guide to reporting on Principle 1	
2.	Structure the board to add value
2.1	A majority of the board should be independent directors		Note 1
2.2	The chair should be an independent director		Note 2
2.3	The roles of chair and chief executive officer should not be exercised by thesame individual		Note 3
2.4	The board should establish a nomination committee		Note4
2.5	Disclose the process for evaluating the performance of the board, its	
	committees and individualdirectors
2.6	Provide information indicated in the Guide to reporting on Principle 2	
3.	Promote ethical and responsible decision-making
3.1	Establish a code of conduct and disclose the code or a summary of the code as	
	to:
	the practices necessary to maintain confidence in the company's integrity
	the practices necessary to take into account heir legal obligations and the
	reasonable expectations of their stakeholders
	the responsibility and accountability of individuals for reporting and
	investigating reports of unethical practices
3.2	Establish a policy concerning diversity and disclose the policy or a summary of		Note5
	that policy. The policy should include requirements for the board to establish
	measureable objectives for achieving gender diversityand for the board to
	assess annually both the objectives and progress in achieving them.
3.3	Companies should disclose in each annual report the measureable objectives		Note5
	for achieving gender diversity set by the board in accordance with the diversity
	policy and progress in achieving them.

	Recommendation	Complied	Note
3.4	Companies should disclose in each annual report the proportion of women		Note5
	employees in the whole organisation, women in seniorexecutive positions and
	women on the board.
3.5	Provide information indicated in the Guide to reporting on Principle 3	
4.	Safeguard integrity in financial reporting
4.1	Establish an audit committee	
4.2	Structure the audit committee sothat it:		Note6
	consist only of non-executive directors
	consists of a majority of independent directors
	is chaired by an independent chair, who is not chair of the board
	has at least three members
4.3	The audit committee to have a formal charter	
4.4	Provide the information indicated in the Guide to reporting on Principle 4	
5.	Make timely and balanced disclosure
5.1	Establish written policies designed to ensure compliance with ASX Listing Rule	
	disclosure requirements and to ensure accountability at senior executive level
	for that compliance and disclose those policies or a summary of those policies
5.2	Provide the information indicated in the Guide to reporting on Principle 5	
6.	Respect the rights of shareholders
6.1	Design communications policy for promoting effective communication with	
	shareholders and encouraging their participation at general meetings and
	disclose their policy or a summary of that policy
6.2	Provide the information indicated in the Guide to reporting on Principle 6	
7.	Recognise and manage risk
7.1	Establish policies for oversight and management of material business risks and	
	disclose a summary of those policies
7.2	Require management to design and implement the risk management and	
	internal control system to manage the company's material business risks and
	report to it on whether those risks are being managed effectively. Disclose that
	management has reported to it as to the effectiveness of the company's
	management of its material business risks.
7.3	Disclose whether assurance has been received from the chief executive officer	
	(or equivalent) and the chief financial officer (or equivalent) that the
	declaration provided in accordance with section 295A of the Corporations Act isfounded on a soundsystem of risk management and internal control and that
	the system is operating effectively in all material respects in relation to financial
	reporting risks.
7.4	Provide information indicated in the Guide to reporting on Principle 7	
8.	Remuneratefairly and responsibly
8.1	Establish a remuneration committee	
8.2	Structure the remuneration committee so that it:	
	consists of a majority of independent directors
	is chaired by an independent director
	has at least three members
8.3	Clearly distinguish the structure of non-executive directors' remuneration from	
	that of executive directors and senior executives
8.4	Provide the information indicated in the Guide to reporting on Principle 8	

• Note 1: During the reporting period the majority of directors did not satisfy the test of independence set out in Box 2.1 of the ASX Principles of Good Corporate Governance and Best Practice Recommendations (Independence Test).
  • The Director's of the Company, with the exception of Ms Tiffany Fuller and Ms Penelope Maclagan do not satisfy the Independence Test as they are indirectly substantial shareholders of the Company as defined in section 9 of the Corporations Act 2001.

The Board considers that its structure is, and will continue to be, appropriate in the context of the Company's recent history, and directors' experience and knowledge of the Company's assets. The Company considers that the non-independent Directors possess the skills and experience suitable for building the Company. The Board intends to reconsider its composition as the Company's operations evolve, and may appoint additional independent directors as it deems appropriate.

• Note 2: As noted above, Mr Morris does not satisfy the Independence Test as he is indirectly a substantial shareholder of the Company.
• Note 3: Mr Morris was Non-Executive Chairman prior to the acquisition of TCP. Mr Morris was made acting CEO of TCP from May 2012. While Mr Morris is currently Executive Chairman and acting CEO of TCP his Executive responsibilities are expected to be short term.
• Note 4: The Principles recommend that companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties and that companies should have a structure to ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear.
  • (a) Recommendation 2.4 Nomination Committee

Recommendation 2.4 of the Principles states that the board should establish a nomination committee that should be structured so that it:

• consists of a majority of independent directors;
• is chaired by an independent director; and
• has at least three members.

The Board as a whole serves as a nomination committee. The Board does not believe any efficiency or other benefits would currently be gained by establishing a separate nomination committee.

The responsibility for the selection of potential directors lies with the full Board of the Company. A separate nomination committee has not been constituted because the Board considers that the size of the current full Board permits it to act as the nomination committee and to regularly review membership. This includes an assessment of the necessary and desirable competencies of Board members, Board succession plans and an evaluation of the Board's performance and consideration of appointments and approvals.

When a Board vacancy occurs, the Board acting as the nomination committee, identifies the particular skills, experience and expertise that will best complement Board effectiveness, and then undertakes a process to identify candidates who can meet those criteria.

Directors are not appointed for specific terms, as their periods in office are regularly reviewed as part of annual performance evaluation processes and they are subject to reelection every three (3) years.

• Note 5: The Principles recommend that companies should have a diversity policy.
  • (a) Recommendation 3.2– Diversity Policy

Recommendation 3.2 of the Principles states that the board should establish a diversity policy that should be structured so that it:

includes requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them.

The Company recognises that a talented and diverse workforce is a key competitive advantage and that an important contributor to the Company's success is the quality, diversity and skills of its people. The Board does not consider that at this stage it is appropriate to specifically adopt a policy specifically addressing diversity, but will consider adopting a policy as it develops.

(b) Recommendation 3.3– Measurable Objectives for Achieving Gender Diversity

Recommendation 3.3 of the Principles states that the board should disclose in each annual report the:

• measurable objectives for achieving gender diversity in accordance with the diversity policy and;
• the progress there has been towards achieving the objectives.

Given the size of the Company, the Company has not yet set measurable objectives for achieving gender diversity.

(c) Recommendation 3.4– Annual Report Disclosure

Recommendation 3.4 of the Principles states that the board should disclose in each annual report:

• The proportion of women employees in the whole organisation;
• Women in senior executive positions and;
• Women on the board.

Given the size of the Board and the Company, the Board considers that this function is achieved with Ms Tiffany Fuller and Ms Penelope Maclagan holding Non-Executive board positions. The proportion of women employees in the whole organisation is 12%, no women hold senior management positions.

Note 6: The Principles recommend that companies should have a structure to independently verify and safeguard the integrity of their financial reporting. Recommendation 4.1 of the Principles states that the board should establish an audit committee.

Recommendation 4.2 of the Principles states that the audit committee should be structured so that it:

• consists only of non-executive directors
• consists of a majority of independent directors
• is chaired by an independent chair, who is not chair of the board
• has at least three members.

The Company has established an Audit and Risk Management Committee (Committee) which operates in accordance with a written charter. During the current year, members of the Committee were Ms Tiffany Fuller (Committee chair), Ms Penny Maclagan with other Board members, the Company Secretary and the Chief Financial Officer participating from time to time by invitation.

Following the appointment of Mr Jeremy King to the Board and the Audit Committee effective 1 August 2012, the structure of the Audit Committee now complies with the guidelines.

ASX Additional Information

Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in this Annual Report is set out below.

1. Shareholdings

The issued capital of the Company as at 3 September 2012 is 208,108,602 ordinary fully paid shares. All issued ordinary fully paid shares carry one vote per share.

Ordinary Shares

Shares Range	Holders	Units	%
1-1,000	17	2,924	0.00
1,001-5,000	281	895,894	0.43
5,001-10,000	210	1,706,650	0.82
10,001-100,000	777	30,196,356	14.51
100,001 and over	183	175,306,778	84.24
Total	1,468	208,108,602	100

Unmarketable parcels

There were 66 holders of less than a marketable parcel of ordinary shares.

2. Top 20 Shareholders as at 3 September 2012

	Name	Number of Shares	%
1	Finico Pty Limited	28,937,123	13.90
2	Mr Paul Collins and Ms Jo Collins	23,828,846	11.45
3	Electronic Company of New Zealand (1971) Limited	15,003,482	7.21
4	Mr Bernie Dickson	9,069,629	4.36
5	Mr Roland Rogers	8,704,775	4.18
6	Equity Trustees Limited	7,421,867	3.57
7	Mr Bart Engelsman	4,631,300	2.23
8	National Nominees Limited	4,196,428	2.02
9	Car Parking Technologies Employee Share Plan Pty Limited	3,344,830	1.61
10	Chouilly Pty Ltd	3,333,333	1.60
11	Mr David Oakley	3,065,000	1.47
12	Pennilane Investments Pty Ltd	2,979,167	1.43
13	JMC Automotive Pty Ltd	2,267,407	1.09
14	Mr Dave Mackie and Ms Maureen Mackie	2,170,922	1.04
15	Lochinvar Securities Pty Limited	1,936,667	0.93
16	Citicorp Nominees Pty Limited	1,722,395	0.83
17	Custodial Services Limited	1,676,878	0.81
18	Morris Family Foundation	1,666,666	0.80
19	Lochinvar Finance Pty Limited	1,596,938	0.77
20	Mr Simon Wallace and Sievwrights Trustees Services (No 4) Limited	1,447,281	0.70
	Total	129,000,934	61.99

3. Substantial Shareholders as at 3 September 2012

	Name	Number of Shares	%
1	Finico Pty Limited	28,937,123	13.90
2	Mr Paul Collins and Ms Jo Collins	23,828,846	11.45
3	Electronic Company of New Zealand (1971) Limited and Mr Roland Rogers	23,708,257	11.39
4	S G Hiscock & Company	14,467,919	6.95

4. Unquoted Options as at 3 September 2012

Vesting Date	Exercise Price	No. of Options	No. ofHolders	Expiry Date
22 February 2011	$0.20	1,500,000	4	30 June 2013
1 April 2011	$0.20	500,000	1	30 June 2013

5. Restricted Securities subject to escrow period

Securities	Date Escrow Period Ends	Number
Fully Paid Ordinary Shares	23 February 2013	55,865,055
Unlisted Options exercisable at $0.20 on or
before 30 June 2013	23 February 2013	1,000,000
Unlisted Options exercisable at $0.20 on or
before 30 June 2013	15 February 2012	500,000

6. Voting Rights

In accordance with the Company's Constitution, on a show of hands every shareholder present in person or by proxy, attorney or representative of a shareholder has one vote and on a poll every shareholder present in person or by proxy, attorney or representative of a shareholder has in respect of fully paid shares, one vote for every share held. No class of option holder has a right to vote, however the shares issued upon exercise of options will rank pari passu with the existing fully paid ordinary shares.

7. Company cash and assets

In accordance with Listing Rule 4.10.19, the company confirms that it has been using the cash and assets it had acquired at the time of admission and for the year ended 30 June 2012 in a way that is consistent with its business objective and strategy.