Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

VECTION TECHNOLOGIES LTD Annual Report 2021

Aug 30, 2021

66017_rns_2021-08-30_41c07eb4-f2a4-47bc-b015-c24ae9fb967b.pdf

Annual Report

Open in viewer

Opens in your device viewer

31 August 2021 | Australia

==> picture [130 x 44] intentionally omitted <==

ASX RELEASE

VECTION ACHIEVES TRIPLE-DIGIT SECOND-HALF GROWTH WITH POSITIVE FY22 MOMENTUM

VECTION ANNOUNCES PRELIMINARY RESULTS FOR THE YEAR TO 30 JUNE 2021

Real-time software company Vection Technologies Ltd ( ASX:VR1 ) ( Vection Technologies , Vection or the Company ) has announced its preliminary results for the fiscal year ended 30 June 2021.

Highlights:

  • Strong delivery makes Vection a global technology company with $10M+ in unaudited revenue, including full FY21 revenue from strategic acquisitions

  • growth trajectory

  • Strong XR product offering and exponential combinatorial effect with emerging technologies (IoT, CAD/CAE, AI and more)

  • Strong positive outlook with ~$4M in Total Contract Value (TCV) at August 2021, and growing across diversified industries (verticals) and clients

  • Management to host an investor conference call on 2 September 2021 at 12pm AEST

FY18-FY21 Strategic Overview:

==> picture [355 x 221] intentionally omitted <==

==> picture [46 x 554] intentionally omitted <==

----- Start of picture text -----

3D
VIRTUAL
REALITY
AUGMENTED
REALITY
INDUSTRIAL
IoT
CAD
----- End of picture text -----

Figure 1 : Key Metrics FY21 compared to FY18

  • (1) FY21 revenue is unaudited and assumes full financial year results (full 12 months) from acquisitions of JMC Group and Blank Canvas (ASX: 4 August 2021; ASX: 27 April

  • 2021). Please refer to Preliminary Appendix 4E for more information on FY21 results. (2) At 30 June 2018 and 30 June 2021. (3) At 23 August 2018 and 31 August 2021.Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041

1

Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555

Europe North America Media Enquiries Address: Via Isonzo 61 Address: 785 Market Street, #600 [email protected] 40033 Casalecchio di Reno (BO), San Francisco CA 94103 [email protected] Italy USA

==> picture [130 x 44] intentionally omitted <==

its core XR technology within the enterprise space to accelerate innovation amid a global technology revolution. Following the early implementation of its Verticalisation Strategy, Vection is today positioned to drive continued growth and innovation across geographies, markets and companies.

==> picture [504 x 577] intentionally omitted <==

----- Start of picture text -----

3D
VIRTUAL
REALITY
AUGMENTED
REALITY
Figure 2 : Vection’s technology and vertical strategy overview
Vection focuses on three levels of value creation:
INDUSTRIAL
IoT
● Core Vection Platforms : focuses on the continued development of Vection’s proprietary XR
platforms in 3D, VR and AR.
● Integrated Technologies : focuses on the combination of the Core Vection Platforms with
foundational elements of technologies across Internet of Things (IoT), CAD/CAE, Hardware, CAD
ICT, Artificial Intelligence (AI) and Cloud Computing.
● Key Markets and Customers : the final step of the value creation process, where clients
adopt vertically specific platforms and solutions for business applications.
----- End of picture text -----

Figure 3 : Customer Selection across Verticals/Industries

Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041

Europe North America Address: Via Isonzo 61 Address: 785 Market Street, #600 40033 Casalecchio di Reno (BO), San Francisco CA 94103 Italy USA

Media Enquiries [email protected] [email protected]

2

Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555

==> picture [130 x 44] intentionally omitted <==

Fiscal Year 2021 Overview:

year compared to the first half, re-aligning the Company to its pre-pandemic growth trajectory, further reinforced by ~$4M in Total Contract Value (TCV) at 6 August 2021 (ASX: 9 August 2021). Yearly revenue growth (FY21/FY20) was heavily impacted by the lagging consequences of the pandemic during the first half, resulting in a ~11% YoY increase to ~$3.5M. Please refer to the Preliminary Appendix 4E for detailed information on the Company’s financial results during the 2021 fiscal year.

==> picture [445 x 163] intentionally omitted <==

----- Start of picture text -----

$5M
$4M
$3M
$2M COVID-19 IMPACT
$1M
$-
1H FY18 2H FY18 1H FY19 2H FY19 1H FY20 2H FY20 1H FY21 2H FY21 FY22 TCV
(2 months)
Figure 4 : Audited revenue on a half yearly basis (FY18-FY21) (FY21 is unaudited) and Reported FY22 TCV at 6 August 2021.
----- End of picture text -----

expanding Vection’s footprint in companies’ application landscapes and segmenting industrial markets (verticals). This strategic stepchange resulted in the establishment of Vection Healthcare & Pharma (ASX:11 March 2021) and the acquisitions of Blank Canvas (ASX: 27 April 2021) and JMC (ASX: 4 August 2021).

Following these initial initiatives, the Company is today a Group with unaudited revenue exceeding $10M (including revenue for JMC and Blank Canvas for the full 12 months period to 30 June 2021) and 100 people across Europe, Middle East and Africa (EMEA), Asia Pacific and the Americas.

==> picture [441 x 164] intentionally omitted <==

----- Start of picture text -----

$12.5M
~$10M
$10.0M
$7.5M
$5.0M ~$3M
$2.5M ~ ~$1M
$500k
$-
FY18 FY19 FY20 FY21
Figure 5 : Revenue on a yearly basis (FY18-FY21). FY21 revenue is unaudited and assumes full financial year results for acquisitions of JMC
Group and Blank Canvas (ASX: 4 August 2021; ASX: 27 April 2021).
----- End of picture text -----

==> picture [25 x 25] intentionally omitted <==

3D VIRTUAL REALITY

==> picture [25 x 25] intentionally omitted <==

AUGMENTED REALITY INDUSTRIAL IoT CAD

Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041

Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555

Europe Address: Via Isonzo 61 40033 Casalecchio di Reno (BO), Italy

North America Address: 785 Market Street, #600 San Francisco CA 94103 USA

Media Enquiries [email protected] [email protected]

3

==> picture [130 x 44] intentionally omitted <==

A strong FY22 TCV of ~$4M (at 6 August 2021) reinforces the validity of the Company’s Verticalisation strategy moving into the new fiscal year, providing strong diversification across a multitude of industrial sectors (verticals) and clients, as further demonstrated below. (ASX: 9 August 2021)

==> picture [376 x 202] intentionally omitted <==

----- Start of picture text -----

5%
9%
32%
5%
14%
15% 19%
----- End of picture text -----

Figure 6 : Fiscal Year 2022 TCV by Vertical/Sector (6 August 2021).

The Company expects to continue to grow its TCV metric in the following reporting periods, while increasing its ACV (Annual Contract Value) aligned with its strategy, underpinned by the combinatorial effect of emerging technologies in diversified industrial segments.

==> picture [25 x 25] intentionally omitted <==

3D VIRTUAL REALITY AUGMENTED REALITY

Goals and Outlook :

  • Revenue Acceleration - Management’s goal is to double yearly revenue underpinned by core XR platforms upselling and increasing TCV and ACV metrics (supported by ~$4M TCV at August 2021).

  • International Expansion - strategy in FY22 supported by strong direct market presence.

  • Further Strategic Acquisitions - Targeting a combination of scale, sales team, integrated technologies and geographical expansions.

==> picture [25 x 25] intentionally omitted <==

INDUSTRIAL IoT CAD

  • Scalable XR Technology - Solid XR technology platforms and business applications able to be replicated across diversified industries and geographies.

  • Market Trends - Increasing accessibility of smartphones, applications and wearables and pandemic considerations are just some of the trends underpinning a fast-growing global XR market projected to reach $463.7 billion by 2026.[1]

(1) https://www.mordorintelligence.com/industry-reports/extended-reality-xr-market

Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041

Media Enquiries [email protected] [email protected]

4

Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555

Europe North America Address: Via Isonzo 61 Address: 785 Market Street, #600 40033 Casalecchio di Reno (BO), San Francisco CA 94103 Italy USA

==> picture [130 x 44] intentionally omitted <==

Investor Presentation and Call:

Vection’s management will host a conference call on 2 September 2021 at 12pm AEST to discuss the investor presentation (slides to be released on 1 September 2021) and to provide an update of the Company’s business strategy and financial performance.

Participants must register in advance for the investor call using the following link to receive dial-in details: https://us06web.zoom.us/webinar/register/WN_PDNJDfVnT4OqLwEeN6Cb2w

webinar.

Please share your questions in advance to the Company at [email protected]

Gianmarco Biagi, Managing Director of Vection Technologies, commented :

Vection is today a global technology company seeking to impact business innovation through the combination of emerging technologies stemming from XR. In just three years, the Company’s management has incrementally expanded its key metrics of technology, revenue, funding, people, global expansion and share price, building the foundations for continued value creation for the benefit of its stakeholders.

COVID-19 environment in the E.U. and North America, the second half of the fiscal year demonstrated, and further reinforced, the validity of the Company’s verticalisation strategy leading into FY22.

verticalisation strategy via direct investments and M&A activities, resulting in the establishment of Vection Healthcare & Pharma and the acquisitions of Blank Canvas and JMC, and the continued development of its XR platforms with their combination with multiple emerging technologies.

Whilst macroeconomic conditions are expected to remain uncertain for the short- to medium-term, the Company continues to view this challenging environment as an opportunity to advance its global growth strategy also via well-executed M&A activities.

==> picture [25 x 25] intentionally omitted <==

3D VIRTUAL REALITY AUGMENTED REALITY INDUSTRIAL IoT CAD

Vection’s management team remain committed to the creation of value for its stakeholders while it progresses the overarching growth strategy.”

Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041

Europe Address: Via Isonzo 61 40033 Casalecchio di Reno (BO), Italy

Media Enquiries [email protected] [email protected]

5

Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555

North America Address: 785 Market Street, #600 San Francisco CA 94103 USA

==> picture [130 x 44] intentionally omitted <==

About Vection Technologies:

Vection Technologies Ltd (ASX:VR1) is a multinational software company that focuses on real-time technologies for industrial companies’ digital transformation.

Through a combination of 3D, Virtual Reality, Augmented Reality, Industrial IoT, AI, ICT and CAD solutions, Vection Technologies helps companies and organisations to innovate, collaborate and create value.

For more information please visit the Company’s websites:

vection.com.au

mindeskvr.com

blankcanvas.studio

jmcgroup.it

ASX release authorised by the Board of Directors of Vection Technologies Ltd. Unless stated otherwise all financial information is unaudited.

==> picture [25 x 25] intentionally omitted <==

3D VIRTUAL REALITY

==> picture [25 x 25] intentionally omitted <==

AUGMENTED REALITY INDUSTRIAL IoT CAD

Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041

Media Enquiries [email protected] [email protected]

6

Address: 642 Newcastle Street, Leederville WA 6007 Phone: +618 6380 2555

Europe North America Address: Via Isonzo 61 Address: 785 Market Street, #600 40033 Casalecchio di Reno (BO), San Francisco CA 94103 Italy USA

31 August 2021 | Australia

==> picture [118 x 43] intentionally omitted <==

ASX RELEASE

APPENDIX 4E

Preliminary Final Report to the Australian Securities Exchange

Rule 4.3A

Name of entity: Vection Technologies Limited
ABN or equivalent company reference: 93 614 814 041

1. Reporting Period

Preliminary report for the financial year ended: 30 June 2021
Previous corresponding period is the financial year ended: 30 June 2020

2. Results for announcement to the market

$’000
Revenues from ordinary activities (item 2.1) up 21% to 3,079
Loss from ordinary activities after tax attributable to members
(item 2.2)
up 98% to -2,306
Loss for the period attributable to members (item 2.3) up 98% to -2,306
Dividends(item 2.4) Amount per
security
Franked amount per
security
Interim dividend
Final dividend
Nil
Nil
Nil
Nil
Record date for determining entitlements to the
dividend (item 2.5)
Not Applicable
Brief explanation of any of the figures reported above necessary to enable the figures to be understood
(item 2.6): Refer to item 12.

1

==> picture [118 x 43] intentionally omitted <==

3. Statement of profit or loss and other comprehensive income

Refer to attached unaudited Preliminary Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2021.

4. Statement of financial position

Refer to attached unaudited Preliminary Consolidated Statement of Financial Position at 30 June 2021.

5. Statement of Cash flows

Refer to attached unaudited Preliminary Consolidated Statement of Cash flows for the year ended 30 June 2021.

6. Statement of changes in equity

Refer to attached unaudited Preliminary Consolidated Statement of Cash flows for the year ended 30 June 2021.

7. Dividends

Date of payment Total amount of dividend
Interim dividend – year ended 30 June 2021 N/A N/A
Final dividend – year ended 30 June 2021 N/A N/A

Amount per security

Amount per security Franked amount per
security at % tax
Amount per security of foreign
sourced dividend
Total dividend:
Current year
N/A N/A N/A
Previous year N/A N/A N/A

Total dividend on all securities

Current period
$A'000
Previous corresponding Period
$A'000
Ordinary securities
(each class separately)
N/A N/A
Preference securities
(each class separately)
N/A N/A

2

==> picture [118 x 43] intentionally omitted <==

Other equity instruments
(each class separately)
N/A N/A
Total N/A N/A

8. Details of dividend or distribution reinvestment plans in operation are described below:

N/A

The last date(s) for receipt of election notices for participation in N/A the dividend or distribution reinvestment plan

9. Net tangible assets per security

Current period Previous corresponding
Period
Net tangible asset backing per ordinary security 0.0075 0.0001

10. Details of entities over which control has been gained or lost during the period:

Control gained over entities

Name of entities (item 10.1) 1) Blank Canvas and its controlled entity
2) JMC Group and its controlled entity
Date(s) of gain of control (item 10.2) 1) 27 April 2021
2) 31 May 2021
Profit (loss) from ordinary activities after tax of the
controlled entities for the whole of the previous
corresponding period (item 10.3)
1) $206,608
2) $309,442

Loss of control of entities

Name of entities (item 10.4) N/A
Date(s) of loss of control (item 10.5) N/A
Contribution to consolidated profit (loss) from ordinary activities after tax by the controlled entities
to the date(s) in the current period when control was lost (item 10.6).
N/A
Profit (loss) from ordinary activities after tax of the controlled entities for the whole of the previous
corresponding period (item 10.7)
N/A

3

==> picture [118 x 43] intentionally omitted <==

11. Details of associates and joint venture entities

Name of associate or joint venture entity (item 11.1) % Securities held (item 11.2) N/A N/A

Aggregate share of profits (losses) of associates and joint venture entities (item 11.3)

Group’s share of associates’ and joint venture entities’: 2021
$
2020
$
Profit (loss) from ordinary activities before tax N/A N/A
Income tax on ordinary activities N/A N/A
Net profit (loss) from ordinary activities after tax N/A N/A
Adjustments N/A N/A
Share of net profit (loss) of associates and JV entities N/A N/A

==> picture [465 x 331] intentionally omitted <==

----- Start of picture text -----

12. Review of Operations
Real-time software company Vection Technologies Limited ( ASX:VR1 ) ( Vection Technologies , Vection or the
Company ) reports the following for the Financial Year ended 30 June 2021.
Overview
Vection Technologies has achieved triple digit revenue growth in the second half of the 2021 fiscal year
compared to the first half, following a challenging 2020 calendar year, re-aligning the Company to its pre-
pandemic growth trajectory. During the fiscal year, Vection expanded its global presence within the Asia Pacific
and European region while leveraging its technology portfolio in specific industrial segments to capture
increased business opportunities.
$3.0
$2.5
$2.0 Covid19 impact
$1.5
$1.0
$0.5
$-
1H FY18 2H FY18 1H FY19 2H FY19 1H FY20 2H FY20 1H FY21 2H FY21
Figure 1 : Revenue on a half yearly basis (FY18-FY21).
Millions
----- End of picture text -----

4

==> picture [118 x 43] intentionally omitted <==

FY21 Total Revenue was $3,471,358 (2020: $3,138,948), with FY21 Underlying EBITDA of -$653,731 (2020: $182,826).

Vection’s balance sheet is strong, ending the year with a cash balance of $7,083,890 (2020: $1,584,715). The Company’s management is strategically focussed on ensuring a continued strong cash position across all international divisions to secure a robust framework for future growth aligned with its global verticalization strategy.

Total Assets at 30 June 2021 were $33,435,623 (2020: $16,227,711) while Net Assets were $12,147,727 (2020: $6,059,365).

The Company reported Net Cash Outflows from Operating activities of $2,324,805 compared to Net Cash outflows of $312,532 in FY20.

Net Cash Inflow from Investing activities increased to $908,474 from $273,358 in FY20, cementing the positive strong financial impact of the Company’s vertical acquisitions during the fiscal year.

Borrowings of $4,222,276 represent:

  • A bank loan by the Company which Is unsecured, has a 3 years term with an expiry date of 27 April 2023. The loan has a variable Interest rate of 4.5%.

  • A fixed-rate bank loan by Vection Italy. The loan has a 6 years term with an expiry date of 19th May 2026. The loan has a fixed Interest rate of 1.25%

  • A variable rate bank loan by Vection Italy. The loan has a 6 years term with an expiry date of 9th June 2026. The loan has a variable Interest rate of circa 1.75% plus EURIBOR 1m 360.

  • An Invoice financing facility by Vection Italy. This Is a short term liability at an Interest rate of 3.8%

  • • 3 bank loans by JMC Group. The loans have a 6 years terms with expiry date In 2026 and 2027. The loans have a variable Interest rate of 1.4% + EURIBOR 3m 360, 0.45% + EURIBOR 6m 360 and 1.25% + EURIBOR 3m 360.

Vection Technologies posted an after-tax loss attributed to members of $2,305,713 for the financial year ended 30 June 2021, representing a decrease of 98.15% over the prior corresponding period (30 June 2020: loss $1,165,870). Several non-cash and one-off expenses were recorded in the Company’s accounts during the period, specifically for legacy assets related expenses and for costs incurred pursuant to the acquisitions of Blank Canvas, JMC Group and the establishment of Vection Health (the Company’s healthcare and pharma focussed division).

Full Year Ended 30-Jun-21 Half Year Ended
31-Dec-20
Half Year Ended
31-Dec-20
Full Year Ended 30-
Jun-20
$ $ $
Profit(Loss) after Income Tax
(2,442,889)
(1,469,588) (1,163,640)
Interest and Financing related Costs
111,091
49,588 62,647
Depreciation and Amortisation
657,973
309,283 507,851
One-Off Transaction Costs
728,753
- 535,491
Non-Cash Accounting Charges
214,778
42,297 238,816
Income Tax
76,563
1,745 1,663
Underlying EBITDA1
(653,731)
(1,067,675) 182,828

(1) Underlying EBITDA is an unaudited, non-AIFRS financial measure which is not prescribed by Australian Accounting Standards (‘AAS’)

Operational Highlights

During the financial year ended 30 June 2021, Vection Technologies completed the second phase of its overarching strategy – namely, Transforming (2019-2020) (Rebuilding 2017-2018) – resulting in the development of its robust core technology stack and progressed to the Leading Strategy phase (2021-2023), with “Verticalisation” being its first foundational step.

5

==> picture [118 x 43] intentionally omitted <==

Verticalisation Strategy
Introduction: The Verticalisation approach seeks to significantly expand Vection’s footprint in companies’
application landscapes, segmenting industrial markets while capturing new business opportunities, protecting
market positions and averting competitive threats. As part of this approach, Vection is developing highly
verticalised extensions to its core technology stack aimed at anchoring its solutions in clients’ core processes.
The Company is following a Build / Acquire / Partner strategy where, in each vertical industry, it analyses the
benefits of internally building functionality, working with a partner or acquiring companies.
Healthcare & Pharma: In March 2021, Vection established its Healthcare & Pharma division by joining forces
with a strong team of professionals led by Dr Carlo Centemeri, a leading healthcare and pharma executive with
senior experience in BASF, Knoll Pharmaceuticals, Abbott Laboratories, Bristol-Myers Squibb and AstraZeneca.
This divisions represents a tactical approach that seeks to significantly expand the Company’s footprint in the
healthcare, pharmaceutical, biotechnological, medical devices and nutraceutical market segments (ASX:11,19
March 2021). In September 2021, the Company completed the first milestone as part of its public hospital trial,
via a solution to enable surgeons to visualise in their field of view (hand-free), in AR, all the data necessary for
the surgery, including diagnostic images, surgery checklist, endoscopic video-feed, and more (ASX: 21
September 2020).
Architecture, Engineering & Construction (AEC) and Real Estate: In April 2021, the Company acquired Blank
Canvas, a leading Australian ArchViz studio, to evolve its leading architectural visualisation offering beyond
traditional 3D rendering services into transformative XR products and experiences (ASX:15 April 2021). Vection
has significantly progressed this division with first VR sales within the APAC region concluded in May 2021
(ASX:18 May 2021) and the launch of Mindesk for Autodesk Revit, the major player in the BIM market, with a
market coverage of about 70% and ~11m AEC users. The commercial launch of the Mindesk Suite 2022 is
expected for late Q3 CY2021, with current and new Mindesk subscribers to have immediate access to Mindesk
Suite 2022 preview. (ASX: 1 July 2021)
European Expansion: In May 2021, the Company assumed control of JMC Group, a European based technology
company and DELL Platinum and OEM partner, designing, developing, and delivering high-level integrated
business technology solutions for Industry 4.0, underpinned by a strong knowledge in Virtual Reality and
Augmented Reality (XR), Internet of Things (IoT), Artificial Intelligence (AI) and Information and Communication
Technology (ICT). The acquisition aims at accelerating Vection’s expansion within the Europe, Middle East and
Africa (EMEA) region while further integrating its XR portfolio with IoT, AI and ICT towards a 360° product suite
for Industry 4.0. JMC’s strong growth history is expected to provide a more robust foundation for the combined
group as it grows within the EMEA region. (ASX:15 June, 30 July, 4 August 2021).
Fiscal Year Overview
Since early calendar year 2020, the Company experienced the economic impact caused by challenging COVID-
19 conditions in the European and North American market. Therefore, Vection implemented a proactive long-
term strategy, aligned with its overarching macro approach, namely: Rebuilding (2017-2018), Transforming
(2019-2020) and Leading (2021-2023) phases.
During the fiscal year 2021 to date, Vection strongly progressed its mission to deliver its proprietary technology
to industrial companies enabling the digital transformation of workflows while expanding its proposition across
verticals/industries, geographies and technologies:

Technology, with:
o
The launch of Mindesk 2020.3;
o
A provisional patent lodgement for Healthcare Augmented Reality (AR) solutions;
o
The launch of Mindesk 2020.4 officially bringing to market Network Multi-User VR CAD;

6

==> picture [118 x 43] intentionally omitted <==

o The global launch of the Dell Technologies (DELL) powered Virtual Reality (VR) integrated
solution for enterprise, VRONE;
o The launch of Mindesk Suite 2021 with an innovative Augmented and Mixed Reality (XR)
interface for Computer Aided Design (CAD) at the CES 2021; and
o The launch of Mindesk for Autodesk Revit, the major player in the BIM market.
Partnerships, with:
o An Original Equipment Manufacturer (OEM) partnership agreement to introduce Vection’s
real- time software suite to DELL’s Software and Peripherals (SnP) global sales program with
SnP MFG ID 3123 3rd Party Vendor Code, via JMC Group Srl (JMC);
o An initial collaboration with Trenitalia S.p.A., one of the leading railway operators in Europe
and the primary train operator in Italy, and a subsidiary of Ferrovie dello Stato Italiane S.p.A.,
owned by the Italian government;
o A Memorandum of Understanding (MoU) with Olivetti, the fully owned IoT Digital Farm of
TIM Group (BIT:TIT), leading telecommunications operator in Italy;
o The entry into the Facebook Oculus Independent Software Vendor (ISV) program;
o The acceptance into the Autodesk’s Global Outsight Network Residency program as part of
the Microsoft Hololens 2 Autodesk Request For Proposal (RFP);
o The agreement with Cisco Italy for XR collaboration;
o The execution of an Original Equipment Manufacturer (OEM) agreement with multinational
technology company HP Inc (HP); and
o The commencement of the commercial distribution of the Company’s Mixed Reality (XR)
software portfolio via Toshiba Tec Italia SpA (Toshiba Tec).
Growth, with:
o A strengthened global distribution network now counting over 50 partners and the opening
of new verticals with initial tier-1 clients;
o The establishment of its Healthcare & Pharma division seeking to significantly expand the
Company’s footprint in the healthcare, pharmaceutical, biotechnological, medical devices and
nutraceutical market segments;
o The acquisition of leading Australian ArchViz studio, Blank Canvas, to evolve its architectural
visualisation offering beyond traditional 3D rendering services into transformative XR
products and experiences;
o The acquisition of JMC Group, a European based technology company and DELL Platinum and
OEM partner, designing, developing, and delivering high-level integrated business technology
solutions for Industry 4.0, underpinned by a strong knowledge in Virtual Reality and
Augmented Reality (XR), Internet of Things (IoT), Artificial Intelligence (AI) and Information
and Communication Technology (ICT);
o The sale of the Company’s first VR solution to the Australian Real Estate industry; and
o The completion of the first milestone as part of its XR public hospital trial;
o The achievement of $4M in FY22 Total Contract Value (TCV) at 9 August 2021.
Organisation & People
During the fiscal year 2021, the Company significantly advanced its recruitment efforts, considered pivotal for
the implementation of the Leading Strategy phase. As part of these efforts, a pool of internationally based senior
talent has joined Vection to support the internal development of industry-specific functionality for its core
technology stack.
Furthermore, the strategic M&A activities conducted by the Company’s management during the fiscal year,
have resulted in an increased head count to over 100 people across its global divisions in the Asia Pacific, EMEA
and American regions.
During July 2021, the Company also announced the establishment of its Advisory Board with the appointment
of its first member, highly experienced automotive executive, Dr Siegmar Haasis. Dr Haasis, is a highly

7

==> picture [118 x 43] intentionally omitted <==

experienced automotive executive with twenty-six years international digitization experience with Daimler, one of the biggest producers of premium cars and the world’s biggest manufacturer of commercial vehicles with a global reach, of which the last eight years as CIO R&D of Mercedes-Benz. Financial Strategy

During the fiscal year 2021, the Company concluded its Smart Capital Strategy, ensuring a non- dilutive value accretive outcome for its stakeholders, having secured ~$1.6M in strategic funding from the Italian Government’s National Agency for Investment Attraction and Business Development, of which ~$1.1M as an interest-free working capital facility (30% non-refundable and 70% refundable in 10 years), and ~$0.5M as a non-refundable grant from the European Commission. Furthermore, the Company completed a ~$6M oversubscribed placement from institutional and sophisticated investors.

This robust cash foundation (30 June 2021: $7,083,890), will enable Vection to pursue its Leading Strategy phase, while accelerating its strategic core-business operations and research and development activities.

Corporate Overview

During fiscal year 2021:

  • The Company issued 66,666,667 fully paid ordinary shares (Shares) pursuant to a ~$6M oversubscribed placement from institutional and sophisticated investors (Placement), in addition to 4,005,505 Shares issued in lieu of payment of historical advisory services to ensure the strategic utilisation of all funds towards the achievement of the Company’s long-term revenue growth strategy.

  • The Company issued 35,000,000 unlisted options to advisors (or nominees) pivotal in ensuring the successful participation in the Placement of prominent Australian institutional investors. The unlisted options have an exercise price of $0.112 (25% premium to Placement Share price) and an expiry of 3 years from the date of their issue. (ASX: 9 October 2020)

  • In accordance with the terms of the performance rights issued in relation to the acquisition of Vection Italy, as approved at the Company’s General Meeting on 11 April 2019, 50,000,000 Tranche 2 Performance Rights A vested and converted into fully paid ordinary Company shares, having met the applicable vesting criteria, following the strong performance of Vection Italy during FY20. (ASX: 2 October 2020)

  • In accordance with the terms of the Company’s Performance Rights Plan, most recently approved at the Company’s Annual General Meeting on 25 November 2019, 18,000,000 Class B Performance Rights held by Directors and 4,500,000 Class B Performance Rights held by Advisors vested and converted into Shares, having met the applicable vesting criteria. (ASX: 9 July 2020, 14 August 2020, 22 September 2020)

  • Following the approval of Shareholders, the Company completed the acquisition of Blank Canvas Studios (Aus) Pty Ltd (Blank Canvas) and JMC Group Srl (JMC), as announced, respectively, on 27 April 2021 and on 4 August 2021. (Acquisitions)

  • In accordance with the terms of the Acquisitions, the Company issued to the vendors of Blank Canvas 2,769,469 at a price of $0.09027 per Share in addition to 1,000,000 Shares to advisors at $0.10 per Share and issued to the Vendor of JMC 63,912,230 Shares at $0.10 per Share subject to escrow for a period of 18 months from issue date (4 August 2021).

  • In accordance with the terms of the acquisition of Blank Canvas, the Company issued to Mr Paul Clayton (as CEO of Blank Canvas):

  • $500,000 in Shares upon Blank Canvas achieving A$1,500,000 in audited revenue and EBITDA being equal to or above 0 by the financial year ending 30 June 2022 (Class A Milestone);

  • o $600,000 in Shares upon Blank Canvas achieving A$3,000,000 in audited revenue and EBITDA being equal to or above 0 by the financial year ending 30 June 2023 (Class B Milestone); and

  • o $700,000 in Shares upon Blank Canvas Blank Canvas achieving A$5,000,000 in audited revenue and EBITDA margin being equal to or above 15% by the financial year ending 30 June 2024 (Class C Milestone).

The applicable conversion price, being the greater of:

8

==> picture [118 x 43] intentionally omitted <==

  • $0.10;

  • o Vection’s 14 day VWAP prior to the date the relevant audited accounts demonstrating the achievement of the relevant Milestone is released on ASX.

  • • In accordance with the terms of the acquisition of JMC, the Company has entered into an agreement with Mr Jacopo Merli to appoint him as CEO of JMC, including an offer made pursuant to Vection’s Employee Incentive Performance Rights Plan for the issue of performance rights which will convert into fully paid ordinary shares on the achievement audited revenue and/or EBITDA targets for JMC, aligned with the Company’s overarching global growth strategy. The key terms of the performance rights will be as follows:

  • Class A Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$8.8M[1] in audited revenue or $0.5M[1] in audited EBITDA in the applicable 2021 fiscal year.[2]

  • o Class B Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$14.2M[1] in audited revenue or $1.5M[1] in audited EBITDA in the applicable 2022 fiscal year.[3]

  • o Class C Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$20.8M[1] in audited revenue or $3M[1] in audited EBITDA in the applicable 2023 fiscal year.[4]

at the conversion price being the greater of $0.10 and the Company’s 5 day VWAP prior to the date that the performance milestone for the relevant performance right is determined achieved by the Company's auditor.

The performance rights are expected to be issued under the Vection’s Employee Incentive Performance Rights Plan to Mr Merli within 3 months. It is expected that, if all the final performance milestones are achieved, and the performance rights are converted at the floor conversion price, a maximum of 4,793,417 shares will be issued across 3 years.

Notes:

(1) Based on the AUD$/EUR€ exchange rate for the fiscal year 2021 (July 2020 - June 2021) of 0.62585833. (2) Audited revenue of €5.5M and audited EBITDA of €291k.

(3) Audited revenue of €8.9M and audited EBITDA of €938k.

(4) Audited revenue of €13M and audited EBITDA of €1.9M.

At 30th June 2021, the Company’s structure (excluding performance rights, performance shares and options) is as follows:

OrdinaryFullyPaid Shares: 969,618,516
OrdinaryFullyPaid Shares Escrowed 18 months: 63,912,230
Total Ordinary Fully Paid Shares: 1,033,530,746

Explanation of Loss

The Company’s loss for the year of $2,305,713 (2020: loss of 1,163,640) is largely attributed to depreciation and amortisation non-cash expenses ($872,751) and one-off transaction costs attributable to the acquisitions of JMC, Blank Canvas and the establishment of Vection Healthcare & Pharma.

As the Company progresses its global growth strategy and further implements synergistic initiatives across its growing global structure, it expects to improve its underlying full financial year result.

Cash Position

Cash at the end of the year was $7,083,890. The Company had significant receivables outstanding at 30 June 2021 of $4,878,715.

==> picture [465 x 49] intentionally omitted <==

9

==> picture [118 x 43] intentionally omitted <==

Outlook

In the first half of fiscal year 2022, following the launch of its Verticalization strategy, resulted in the establishment of Vection Healthcare & Pharma, and the acquisition of Blank Canvas and JMC Group, the Company is focussing on:

  • The reinforcement of the existing global infrastructure for the commercialisation of its core technology solutions;

  • Continued creation of cross-functional efficiencies, synergies and sales opportunities for its increasing global presence;

  • Increase its overall sales performance across EMEA, AMER and APAC;

  • M&A opportunities in North America and globally, aligned with its overarching verticalization strategy;

  • Key appointments of seasoned executives to pursue vertical specific strategies;

  • Expanded sales and delivery teams in EMEA, AMER and APAC;

  • Continued focus on the development of breakthrough technologies to support the Company’s global commercial activities, within the requirements of Digital Transformation (DX) to support its core technology stack.

13. The financial information provided in the Appendix 4E is based on the preliminary financial report (attached), which has been prepared in accordance with Australian accounting standards.

14. Commentary on the results for the period.

Refer to explanation item 12.

15. Information on Audit

This Appendix 4E and Preliminary Final Report is based on financial statements which are in the process of being audited.

16. Audit Opinion.

This report is based on accounts that are in the process of being audited.

10

==> picture [118 x 43] intentionally omitted <==

ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Revenue Consolidated Consolidated
30 June 21 30 June 20
Notes $ $

3,138,948

40,882

-

314,055

1,807,079

799,087

62,647

507,851

115,159

549,803

104,362

4,300,925

(1,161,974)

1,663

(1,163,640)

(2,230)

(1,165,870)


127,339

127,339

(1,038,531)

-

(1,165,870)

(1,165,870)

-

(0.203)

(0.203)

(0.203)
Revenue 2 3,471,358
Expenses
Acquisition Costs
Changes in inventories
Raw materials and consumables used
Employee benefits expense
Consulting and professional fees
Finance costs
Depreciation and amortisation
Impairment
Other expenses
-
3
3
(25,000)
339,512
509,433
1,162,401
1,449,195
111,091
657,973
84,909
1,381,832
Share based payments 129,869
Total Expenditure 5,801,215
Net loss before income tax expense from continuing operations (2,329,857)
Income tax expense 76,563
Net loss after income tax from continuing operations (2,406,420)
Discontinued Operations
Loss for the year after income tax from discontinued operations
(36,469)
Loss after income tax expense for the year (2,442,889)
Other comprehensive loss
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
(300,071)
Total comprehensive loss for the period (300,071)
Total comprehensive loss for the year (2,742,960)
Loss for the year is attributable to:
Non-Controlling Interest
Members of Vection Technologies Limited
Loss per share for the year attributable to themembers of Vection
Technologies Limited
Discontinued operations profit (loss) per share for the year (per
share)
Continuing operations loss per share for the year (per share)
Overall basic loss per share
Overall diluted loss per share
(137,176)
(2,305,713)
(2,442,889)
(0.046)
(2.875)
(3.095)
(3.095)

11

==> picture [118 x 43] intentionally omitted <==

ANNUAL REPORT AS AT 30 JUNE 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Consolidated Consolidated
30 June 21 30 June 20
Notes $ $
Current Assets
Cash and cash equivalents
Receivables
Inventories
Income tax receivable
4
5
7,083,890 1,584,715
4,878,715 2,149,552
1,083,871 -
16,855 -
Total Current Assets 13,063,331 3,734,267
Non-Current Assets
Property, plant & equipment
Intangible assets
Financial assets
239,957 76,859
20,069,184 12,364,455
63,149 52,130
Total Non-Current Assets 20,372,290 12,493,444
Total Assets 33,435,623 16,227,711
Current Liabilities
Trade and other payables
Provisions
Employee benefits
Current tax liabilities
Lease liabilities
Borrowings
7
3,615,027 2,272,404
9,915,043 3,321,031
36,299 -
- 19,878
167,756 94,322
1,047,145 427,606
Total Current Liabilities 14,781,270 6,135,241
Non-Current Liabilities
Provisions
Employee benefits
Deferred tax liabilities
Lease liabilities
Borrowings
7
1,869,262 2,434,980
333,179 83,989
599,128 604,233
529,926 487,713
3,175,131 422,190
Total Non-Current Liabilities 6,506,626 4,033,105
Total Liabilities 21,287,896 10,168,346
Net Assets/(Liabilities) 12,147,727 6,059,365
Equity
Issued capital
Reserves
Accumulated losses
29,664,115 22,376,991
1,455,027 230,858
(18,971,415) (16,548,484)
Equity attributable to the members of Vection Technologies
Limited
Non-Controlling Interest
12,147,727 6,059,365
12,264,945 6,059,365
(117,218) -
Total Equity 12,147,727 6,059,365

12

==> picture [118 x 43] intentionally omitted <==

ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 CONSOLIDATED STATEMENT OF CASH FLOWS

Consolidated Consolidated Consolidated
30 June 21 30 June 20
$ $
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid / Finance costs
Tax paid
2,566,597 2,422,484
(4,817,392) (2,706,280)
26,226 517
(76,061) (40,179)
(24,175) (10,926)
Net cash outflow from operating activities (2,324,805) (312,532)

Cashflows from investing activities
Purchase of plant and equipment
Purchase of subsidiary (net cash acquired)
Payments for intangible assets
Proceeds from sale of investment
(66,325) (62,975)
2,304,962 1,096,984
(1,330,163) (761,902)
- 1,251
Net cash inflow from investing activities 908,474 273,358

Cash fow from fnancing activities
Proceeds from issues of fully paid shares
Payment of transaction costs
Repayment of lease liabilities
Proceeds from borrowings
7,485,000 -
(264,000) -
(96,347) -
71,056 776,099
Net cash inflow from financing activities 7,195,709 776,099

Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effect of movement in exchange rates on cash held
5,779,378 736,925
1,584,715 796,569
(280,203) 51,221
Cash and cash equivalents at the end of the financial year 7,083,890 1,584,715

13

==> picture [118 x 43] intentionally omitted <==

ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2021 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated
Issued Capital Accumulated Losses Reserves Foreign
Currency
Translation
Reserve
Non-
Controlling
Interest
Total
$ $ $ $ $
Balance at 1 July 2020 22,376,991
(16,548,484)
104,362
126,496
-
6,059,365
Loss for the period -
(2,305,713)
-
-
(137,176)
(2,442,889)
Other comprehensive loss -
-
-
(300,071)
-
(300,071)
Total comprehensive loss for the
period
-
(2,305,713)
-
(300,071)
(137,176)
(2,742,960)
Transactions with owners in their
capacity as owners
Contribution of equity, net of
transaction costs
7,287,124
-
-
-
-
7,287,124
Share based payments -
-
1,524,240
-
-
1,524,240
Acquisition of subsidiaries with
Non-ControllingInterest
-
-
-
-
19,958
19,958
Balance at 30 June 2021 29,664,115
(18,854,197)
1,628,602
(173,575)
(117,218)
12,147,727
Balance at 1 July 2019
Loss for the period
Other comprehensive (loss) /
income
19,397,897
(15,655,114)
272,500
(843)
-
4,014,440
-
(1,165,870)
-
-
-
(1,165,870)
-
-
-
127,339
-
127,339
Total comprehensive loss for the
period
-
(1,165,870)
-
127,339
-
(1,038,531)
Transactions with owners in their
capacity as owners
Share based payments
Expiry of options
Issue of share capital
-
-
104,362
-
-
104,362
-
272,500
(272,500)
-
-
-
2,979,094
-
-
-
-
2,979,094
Balance at 30 June 2020 22,376,991
(16,548,484)
104,362
126,496
-
6,059,365

14

==> picture [118 x 43] intentionally omitted <==

NOTE 1: BASIS OF PREPARATION OF THE FINAL REPORT

BASIS OF PREPARATION

This preliminary final report for the year ended 30 June 2021 relates to the consolidated entity consisting of Vection Technologies Limited (“Vection Technologies”, “Vection” or “the Group”) and its controlled entities.

The preliminary final report has been prepared on an accruals basis and a historical cost basis except for certain current and non-current assets and financial instruments which are measured at fair value or where otherwise stated.

Cost is based on the fair value of consideration given in exchange for assets.

This preliminary final report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual financial report of the year ended 30 June 2021 and any public announcements made by Vection during the year in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The amounts contained in this preliminary final report are presented in Australian dollars, the functional currency of the consolidated entity.

STATEMENT OF COMPLIANCE

The preliminary final report is a general-purpose financial report and has been prepared in accordance with applicable Australian Accounting Standards, other pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations, and the Corporations Act 2001. The preliminary final report is also in compliance with ASX listing Rule 4.3A and the disclosure requirements of ASX Appendix 4E. Australian Accounting Standards include Australian equivalents of International Reporting Standards (“AIFRS”).

NOTE 2: REVENUE

The following is an analysis of the Group’s revenue for the year.

REVENUE
Software technology development
services
Sales of integrated technology goods
Outsourced services
Interest received
R&D Tax refund
Foreign exchange gain
Other revenue
TOTAL REVENUE
30 June 21
30 June 20
$ $
1,996,409
1,821,703
1,082,921
302,956
-
423,000
26,226
16,857
190,661
355,706
-
88,102
175,141
130,624
3,471,358
3,138,948

15

==> picture [118 x 43] intentionally omitted <==

NOTE 3: EXPENSES

OTE 3: EXPENSES
EMPLOYEE BENEFITS
Director Fees
Staff Wages & Amenities
TOTAL EMPLOYEE BENEFITS
OTHER EXPENSES
Advertising & Marketing expense
Rent
Travel
Administration expense
TOTAL CONSULTING AND PROFESSIONAL FEES
30 June 21
30 June 20
$ $
457,050
480,75
705,351
1,326,329
1,162,401
1,807,079
30 June 21
30 June 20
$ $
250,457
180,130
133,176
129,526
151,653
115,635
846,546
438,567
1,381,832
863,858

NOTE 4: CASH AND CASH EQUIVALENTS

Cash and bank balances
RECONCILIATION TO CONSOLIDATED STATEMENT OF CASHFLOWS:
Balances as above
Bank overdraft
BALANCES PER STATEMENT OF CASHFLOWS
OTE 5: TRADE AND OTHER RECEIVABLES
Trade and other receivables
Trade and other receivables from sale of business
Expected credit loss allowance
Prepayments
30 June 21
30 June 20
$ $
7,083,890
1,584,715
7,083,890
1,584,715
-
-
7,083,890
1,584,715
30 June 21
30 June 20
$ $
5,002,821
2,084,596
-
92,021
(165,485)
(32,971)
4,837,336
2,143,646
41,381
5,905
4,878,717
2,149,552

NOTE 5: TRADE AND OTHER RECEIVABLES

16

==> picture [118 x 43] intentionally omitted <==

NOTE 6: BUSINESS COMBINATION

(i) Acquisition of Blank Canvas Pty Ltd

On 27 April 2021, the Group completed the acquisition of 100% of the issued capital and voting rights in Blank Canvas Pty Ltd (“Blank Canvas”).

(a) Acquisition Consideration

The consideration for the acquisition comprised of:

  • $250,000 In cash

  • 2,769,469 in fully paid ordinary shares to the Blank Canvas vendors at an Issue price based on the volume weighted average price of Vection's shares for the last 20 trading days prior to settlement, valued at $250,000

  • An amount of cash equal to trade debtors plus un-invoiced WIP plus cash less liabilities as at the settlement date, less any unpaid trade debtors not recovered by 30 June 2021

  • 18,000,000 performance rights Issued to Blank Canvas vendors to the value of $1,800,000 based on the following terms:

  • Class A: $500,000 performance rights subject to Blank Canvas achieving revenue of $1,500,000 and EBITDA being equal to or above 0 by the financial year ending 30 June 2022

  • Class B: $600,000 performance rights subject to Blank Canvas achieving revenue of $3,000,000 and EBITDA being equal to or above 0 by the financial year ending 30 June 2023

  • Class C: $500,000 performance rights subject to Blank Canvas achieving revenue of $5,000,000 and EBITDA being equal to or above 0 by the financial year ending 30 June 2024

Under the principles of AASB 3, the assets and liabilities of Blank Canvas are measured at fair value on the date of acquisition.

(b) Goodwill

Goodwill is calculated as the difference between the fair value of consideration transferred less the fair value of the identified net assets of Blank Canvas. Details of the transaction are as follows:

Consideration
Cash
2,769,469 fully paid ordinary shares
Settlement cash
18,000,000 performance rights
Total consideration
Fair value of assets and liabilities at acquisition date:
Cash
Trade and other receivables
Other assets
Loans with related parties
Trade and other payables
Provision for leave entitlements
Tax liabilities
Fair value of identifiable assets and liabilities acquired
Consideration paid
Less: Fair value of identifiable assets and liabilities assumed
Provisional assessment of goodwill
Fair Value
$
250,000
250,000
14,074
1,157,219
1,671,293
258,348
85,205
9,979
13,975
(173,931)
(36,299)
(133,224)
24,053
1,671,293
(24,053)
1,647,240

17

==> picture [118 x 43] intentionally omitted <==

(ii) Acquisition of JMC Group S.r.l

On 30 May 2021, the Group completed the acquisition of 100% of the issued capital and voting rights in JCM Group S.r.l (“JMC”).

(a) Acquisition Consideration

The consideration for the acquisition comprised of:

  • EUR 4,000,000 worth of fully paid ordinary shares to the JMC vendors determined at an Issue price of the higher of $0.10 and the volume weighted average price of the shares for the 5 trading days prior to settlement. Based on an exchange rate of 0.62448, the maximum number of shares to be issued will be 64,053,292 ($6,405,329).

  • In accordance with the terms of the acquisition of JMC, the Group has entered into an agreement with Mr Jacopo Merli to appoint him as CEO of JMC, including an offer made pursuant to Vection’s Employee Incentive Performance Rights Plan for the issue of performance rights which will convert into fully paid ordinary shares on the achievement audited revenue and/or EBITDA targets for JMC, aligned with the Company’s overarching global growth strategy. The key terms of the performance rights will be as follows:

  • Class A Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$8.8M[1] in audited revenue or $0.5M[1] in audited EBITDA in the applicable 2021 fiscal year.[2]

  • Class B Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$14.2M[1] in audited revenue or $1.5M[1] in audited EBITDA in the applicable 2022 fiscal year.[3]

  • Class C Performance Rights will convert into an aggregate of $159,780.57 worth of Ordinary Shares upon JMC achieving ~$20.8M[1] in audited revenue or $3M[1] in audited EBITDA in the applicable 2023 fiscal year.[4]

    • at the conversion price being the greater of $0.10 and the Company’s 5 day VWAP prior to the date that the performance milestone for the relevant performance right is determined achieved by the Company's auditor.

    • The performance rights are expected to be issued under the Vection’s Employee Incentive Performance Rights Plan to Mr Merli within 3 months. It is expected that, if all the final performance milestones are achieved, and the performance rights are converted at the floor conversion price, a maximum of 4,793,417 shares will be issued across 3 years.

Notes:

(1) Based on the AUD$/EUR€ exchange rate for the fiscal year 2021 (July 2020 - June 2021) of 0.62585833. (2) Audited revenue of €5.5M and audited EBITDA of €291k.

  • (3) Audited revenue of €8.9M and audited EBITDA of €938k.

  • (4) Audited revenue of €13M and audited EBITDA of €1.9M.

Vection expects for the transaction to settle In July 2021.

Under the principles of AASB 3, the assets and liabilities of Blank Canvas are measured at fair value on the date of acquisition.

18

==> picture [118 x 43] intentionally omitted <==

(b) Goodwill

Goodwill is calculated as the difference between the fair value of consideration transferred less the fair value of the identified net assets of JMC. Details of the transaction are as follows:

Consideration
64,053,292 fully paid ordinary shares
Total consideration
Fair value of assets and liabilities at acquisition date:
Cash and cash equivalents
Trade and other receivables
Inventory
Other assets
Deferred tax assets
Property, plant and equipment
Intangible assets
Financial assets
Income tax receivable
Trade and other payables
Borrowings
Provision for employee benefits
Fair value of identifiable assets and liabilities acquired
Consideration paid
Less: Fair value of identifiable assets and liabilities assumed
Provisional assessment of goodwill
Fair Value
$
6,405,329
6,405,329
2,265,216
1,763,046
1,414,329
38,592
8,136
164,608
37,465
4,004
93,863
(1,784,233)
(3,301,425)
(204,915)
498,686
6,405,329
(498,686)
5,906,643

NOTE 7: PROVISIONS

Deferred consideration - Current
Deferred contingent consideration - Non-Current
30 June 21
30 June 20
$ $
9,915,043
3,321,031
9,915,043
3,321,031
1,869,262
2,518,969
1,869,262
2,518,969

NOTE 8: SEGMENT REPORTING

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start-up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line

19

==> picture [118 x 43] intentionally omitted <==

manager and the level of segment information presented to the board of directors. During the year the Group’s executive directors examine the Group’s performance from a core operations perspective and have identified two reportable segments of its continuing business, being IT development and outsourced services.

NOTE 9: SUBSEQUENT EVENTS

There were no matters or circumstances arising since the end of the reporting period that have significantly affected, or may significantly affect the operations of the Company and the results of those operations or the state of the affairs of the Company in the financial period subsequent to 30 June 2021.

ASX release authorised by the Board of Directors of Vection Technologies Ltd.

20