VOLT GROUP LIMITED - Interim / Quarterly Report 2016

Enerji Ltd

ABN 62 009 423 189

(ASX: ERJ )

Interim Report

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APPENDIX 4D (RULE 4.2A.3) INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2016

RESULTS FOR ANNOUNCEMENT TO THE MARKET

Current reporting period: Previous corresponding reporting period:	30 June 2016 30 June 2015

	Revenues from ordinary activities Profit / (loss) from ordinary activities after tax attributable to members	item 2.1 2.2	Change % - (198)	to to	Current period ($A000) - (689)	from from	Previous correspond ing period ($A000) - 699
	Net profit / (loss) for the period attributable to members	2.3	(198)	to	(689)	from	699

Dividends

There are no dividend or distribution reinvestment plans in operation and there have been no dividend or distribution payments during the financial half year ended 30 June 2016.

Net tangible assets per ordinary security

Net tangible assets per ordinary security
		Previous
		corresponding
	Current period	period
Net tangible assets	$(4,035,106)	$(3,080,693)
Number of shares on issue at reporting date	585,836,523	550,673,677
Net tangible assets per ordinary security	$(0.007)	$(0.006)

Audit / review status

This report is based on the 2016 half-year consolidated financial statements of Enerji Ltd and its controlled entities, which have been reviewed by BDO Audit (WA) Pty Ltd. The Independent Auditor’s Review Report provided by BDO Audit (WA) Pty Ltd is included in the attached half-year consolidated financial statements for the half-year ended 30 June 2016 and contains an emphasis of matter in respect to the Company’s ability to continue as a going concern.

This information should be read in conjunction with the 2015 Annual Financial Report of Enerji Ltd and its controlled entities and any public announcements made in the period by Enerji Ltd in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Listing Rules.

Additional Appendix 4D disclosure requirements can be found in the Directors Report and the attached half-year consolidated financial statements for the half-year ended 30 June 2016.

Interim Report

INTERIM FINANCIAL STATEMENTS

ENERJI LTD AND CONTROLLED ENTITIES

30 June 2016

Interim Report

	Corporate Directory Directors Report Auditor’s Independence Declaration Consolidated Statement of profit and loss and other comprehensive income Consolidated Statement of financial position Consolidated Statement of changes in equity Consolidated Statement of cash flows Notes to the financial statements Declaration by Directors Independent Auditor’s review report to the to the members of Enerji Ltd	3 4 6 7 8 9 10 11 19 20

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2015 and any public announcements made by Enerji Ltd during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the ASX Listing Rules.

CORPORATE DIRECTORY

Directors

Mr Rod Phillips - Non-executive Chairman Mr Peter Avery – Non-executive Director Mr John Dekker - Non-executive Director

Management

Mr Adam Boyd – Chief Executive Officer (Acting) Mr Stephen Jones – Chief Financial Officer Mr Peter Torre – Company Secretary

Registered Office in Australia

Unit B9, 431 Roberts Rd Subiaco WA 6008 (08) 6143 4100 www.enerji.com.au

Principal Place of Business

Unit C22, Level 1 513 Hay Street Subiaco

Share register

Link Market Services Pty Ltd Level 4 Central Park 152 St Georges Terrace Perth WA 6000

Auditors

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco WA 6008

Solicitors

Steinepreis Paganin Level 4, 16 Milligan Street Perth WA 6000

Bankers

Bankwest Perth CSC 108 St Georges Terrace Perth WA 6000

Stock exchange listing

Enerji Ltd shares are listed on the ASX in Australia (ASX: ERJ)

Interim Report

DIRECTORS REPORT

Your Directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Enerji Ltd (“Enerji” or “the Company”), and the entities it controlled at the end of, or during, the half-year ended 30 June 2016.

Directors

The name of persons who were directors of the company during the half-year and up to the date of this report are: Mr Rod Phillips - Independent Non-executive Chairman Mr Peter Avery - Non-executive Director Mr John Dekker - Non-executive Director

Company Secretary

On 8 August 2016 the Company has advised it had executed definitive and binding documentation with ECM Pty Ltd (‘ECM’) with respect to a Subscription Agreement and Strategic Partnership. Under these Agreements (which remain subject to a number of preconditions) ECM will subscribe to a Share Placement for A$2,500,000 and provide a A$2,000,000 convertible note facility to Enerji. In addition, Mr Simon Higgins, CEO and Managing Director of ECM, will be appointed to the Board of Enerji as a NonExecutive Director, and Mr Adam Boyd will be appointed as Acting Chief Executive Officer and Managing Director upon completion of the Share Placement.

The funds raised via the Share Placement will be used to advance the Jundee Project for Northern Star Resources as well as providing general working capital to support the business during this important period of development.

Mr Peter Torre

Corporate actions

Principal activities

The principal activities of the Group during the course of the financial year were:

§ Design and development of systems to produce electricity from heat.
§ Sourcing the funding required to construct the Companies first commercial project.
§ Discussions with possible customers of waste heat to electricity generation systems.

Review of operations

During the half-year reporting period to 30 June 2016, Enerji continued its product development activities and continued the advance toward the commercialisation of its products.

In January 2016 the Company announced it had entered into a 5 year Power Purchase Agreement with Northern Star Resources Limited for a commercial installation of its waste heat to electricity technology at Northern Star’s Jundee gold mine (“Jundee”).

The next step in the implementation of this project is sourcing project funding.

On 29 March 2016 the Company entered into a USD$400,000 convertible loan facility with Magna Equities II LLC (Magna). The Facility has a term of 12 months and is interest free, however, a 10% establishment fee (USD$40,000) has been capitalised into the principal outstanding.

A number of Memorandum’s of Understanding were entered into with a range of counterparties giving the Company the opportunity to investigate potential applications of Company products to those counterparty businesses. At 30 June 2016 these MOU relationships remain in investigation phase.

The Company continues to operate as a research and development focussed company and received $0.899M during the period as a rebate from 2015 activities and expenditures.

Operating results

The consolidated entity recorded an operating loss after income tax for the half-year of $689,226 (2015: operating profit of $699,049). The loss including the following items of significance:

§ Consulting and professional costs ($819,195) § R&D Refund $899,491

The net deficiency of the consolidated entity at 30 June 2016 was $4,035,106 (December 2015: $3,555,641).

As at 30 June 2016 the Group had cash and cash equivalents of $244,978.

The net cash outflow from operating activities of $784,777, and net cash inflows from financing activities of $419,643.

Events occurring after the reporting period

On 1 August 2016 the Company announced that the services agreement with the Chief Executive Officer Mr Andrew Vlahov had come to an end.

On 3 August 2016 Magna subscribed for an additional 3,211,192 shares representing a reduction of USD$40,000 and the Company advised that 17,500,000 performance rights and 7,500,000 unlisted options previously held by Mr Andrew Vlahov had lapsed.

On 8 August 2016 the Company announced that it had appointed Mr Adam Boyd as the Acting Chief Executive Officer. The agreement with My Boyd has an initial term which expires on the completion of a proposed capital raising and a further undefined term when that capital raising is concluded. The appointment may be terminated by either party under certain circumstances.

Also on 8 August 2016 the Company announced it had executed definitive and binding documentation with ECM Pty

Interim Report

Ltd (‘ECM’) with respect to a Subscription Agreement and Strategic Partnership (‘the Agreements’) as outlined in the ASX release of 21 June 2016.

The Subscription Agreement provides for ECM to subscribe to a Share Placement for A$2,500,000 at a price $0.015 per share, subject to Enerji shareholder approval and provide a A$2,000,000 convertible note facility to Enerji (subject to shareholder approval) with the following terms:

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 6.

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

3-year maturity
Interest rate of 10% per annum
Conversion price of $0.025

The Subscription Agreement also provides for the appointment of Mr Simon Higgins (CEO and Managing Director of ECM) to be appointed to the Board of Enerji as a Non-Executive Director and for Mr Adam Boyd to be appointed as Chief Executive Officer & Managing Director upon completion of the Share Placement.

The Subscription Agreement remains subject to a number of conditions precedent including:

Enerji shareholders approving the issue of the placement shares and convertible notes to ECM, including any approvals required for the purposes of ASX Listing Rule 7.1, and under Section 611 of the Corporations Act 2001;

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Rod Phillips Director

Perth 31 August 2016

A Consulting Services Agreement being executed between the Company and an entity related to Mr Adam Boyd that procures his services for his appointment as Chief Executive Officer & Managing Director of the Company;
Execution of a subscription agreement between Mr Adam Boyd and the Company whereby Mr Boyd (or his nominee) may participate in a placement of up to 16,666,667 Shares at a price of $0.015 per Share;
The Company resolving any liabilities to Opcon AB (and associates) to the satisfaction of ECM.

It is expected that a general meeting of shareholders to seek approval for the Share Placement and issue of Convertible Notes will be held in late September or early October 2016, and shareholders will receive the notice of meeting which will include an independent expert report as to the fairness and reasonableness of the transaction in due course.

The Strategic Partnership Agreement provides for

Enerji to leverage the technical and strategic expertise, project delivery capability and financial capacity of ECM in order to deliver on Enerji’s projects, commencing with the Jundee Project.
ECM to provide flexible payment terms to Enerji to enable deferral of construction costs of the Jundee Project.
Enerji to grant ECM preferential rights to partner on the commercialisation of future ATEN Heat Exchange projects.

On 29 August 2016 Magna subscribed for an additional 3,746,854 shares representing a reduction of USD$30,000.

There are no other events occurring after the reporting period that need to be disclosed.

Interim Report

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF ENERJI LIMITED

As lead auditor for the review of Enerji Limited for the half-year ended 30 June 2016, I declare that, to the best of my knowledge and belief, there have been:

No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
No contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Enerji Ltd and the entities it controlled during the period.

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Jarrad Prue Director

BDO Audit (WA) Pty Ltd

Perth, 31 August 2016

BDO IT Solutions (WA) Pty Ltd ABN 33 124 158 765 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO IT Solutions (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the half-year ended 30 June 2016

Note
Revenue from continuing operations
Other income
4(a)
Foreign exchange loss
Directors fees
Consulting and professional costs
Depreciation
4(b)
Other expenses
4(c)
Finance income
Finance costs
Profit / (Loss) before income tax expense from continuing operations
Income tax benefit
Profit / (Loss) after income tax benefit from continuing operations
Profit / (Loss) after income tax benefit for the period
Other comprehensive loss for the period, net of tax
Total comprehensive profit / (loss) for the period
Profit / (Loss) for the period is attributable to:
Owners of Enerji Ltd
Total comprehensive profit / (loss) for the period is attributable to:
Owners of Enerji Ltd
Earnings per share for profit / (loss) attributable to the
ordinary equity holders of the company:
Basic profit / (loss) per share
Diluted profit / (loss) per share

Half-Year
2016
$
2015
$ -
-
899,491
2,835,211
(19,746)
-
(112,500)
(89,314)
(819,195)
(1,368,242)
(2,226)
(2,799)
(535,567)
(659,820)
-
26,115
(99,483)
(42,102)
(689,226)
699,049
-
-
(689,226)
699,049
(689,226)
699,049
-
-
(689,226)
699,049
(689,226)
699,049
(689,226)
699,049
$(0.001)
$0.001
n/a
n/a

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

Interim Report

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2016

Note ASSETS Current assets Cash and cash equivalents 5 Prepayments and other receivables 6 Total current assets Non-current assets Property, plant and equipment Total non-current assets Total assets LIABILITIES Current Liabilities Trade and other payables 7 Loans and borrowings 8 Total current liabilities Total liabilities Net deficiency EQUITY Contributed equity 10 Reserves 10 Accumulated losses Total deficiency in equity	30 June 31 December 2016 $ 2015 $ 244,978 612,117 249,202 220,700
	494,180 832,817
	13,476 23,275
	13,476 23,275

	507,656 856,092
	4,113,744 4,311,733 429,018 100,000
	4,542,762 4,411,733

	4,542,762 4,411,733

	(4,035,106) (3,555,641)
	62,044,589 61,834,828 5,884,340 5,884,340 (71,964,035) (71,274,809)
	(4,035,106) (3,555,641)

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

Interim Report

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the half-year ended 30 June 2016 Notes At 1 January 2015 Total comprehensive profit for the half-year Profit for the half-year Total comprehensive profit for the period At 30 June 2015 At 1 January 2016 Total comprehensive loss for the half-year Loss for the half-year Total comprehensive loss for the period Transactions with owners in their capacity as owners Shares issued on conversion of loan 10 At 30 June 2016	Share capital $ Reserves $ Accumulated losses $ Total equity $
	61,063,087 5,853,602 (70,696,431) (3,779,742)
	- - 699,049 699,049
	- - 699,049 699,049

	61,063,087 5,853,602 (69,997,382) (3,080,693)
	61,834,828 5,884,340 (71,274,809) (3,555,641)
	- - (689,226) (689,226)
	- - (689,226) (689,226)
	209,761 - - 209,761
	209,761 - - 209,761
	62,044,589 5,884,340 (71,964,035) (4,035,106)

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Interim Report

CONSOLIDATED STATEMENT OF CASH FLOWS

For the half-year ended 30 June 2016

Cash flows from operating activities Payments to suppliers and employees (inclusive of goods and services tax) R&D tax refund Interest paid Interest received Net cash inflows / (outflows) from operating activities Cash flows from investing activities Payments for property, plant and equipment Net cash outflows from investing activities Cash flows from financing activities Proceeds from borrowings Repayment of short-term facility Proceeds from issue of convertible loans Repayment of convertible notes Net cash inflows from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the half-year Cash and cash equivalents at end of the half-year	Half-Year 2016 $ 2015 $ (1,687,066) (1,220,548) 899,491 2,429,373 - (49,889) 2,798 16,241
	(784,777) 1,175,177
	(2,005) -
	(2,005) -
	- 250,000 (100,000) (750,000) 519,643 - - (90,000)
	419,643 1,199,588
	(367,139) 585,177 612,117 590,606
	244,978 1,175,783

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Interim Report

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the half-year ended 30 June 2016 1 Reporting entity

Enerji Ltd (the “Company”) is a company domiciled in Australia. The address of the Company’s registered office is Unit B9,431 Roberts Rd, Subiaco WA 6008. These interim financial statements of the Company as at and for the half-year ended 30 June 2016 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”). The Group primarily is involved in the marketing of energy recovery and clean energy generation solutions.

2 Basis of preparation

(a) Statement of compliance

These interim financial statements for the half-year reporting period have been prepared in accordance with Australian Accounting Standard 134 “Interim Financial Reporting” and the Corporations Act 2001. These half-year financial statements do not include all the notes of the type normally included in annual financial statements and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial statements. Accordingly, these half-year financial statements are to be read in conjunction with the annual financial statements for the year ended 31 December 2015 and any public announcements made by Enerji Ltd during the half-year reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the ASX Listing Rules.

(b) Basis of measurement

These interim financial statements have been prepared on the historical cost basis.

(c) Functional and presentation currency

These interim financial statements are presented in Australian dollars, which is the functional currency of the Company and each of its subsidiaries.

(d) Changes in accounting policies

Other than as noted below the same accounting policies and methods of computation have been followed in these half-year financial statements as compared with the most recent annual financial statements.

(e) Going concern

These interim financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

The Group incurred a loss after tax for the period ended 30 June 2016 of $689,226 (2015: profit of $699,049), experienced net cash outflows from operating activities of $784,777 (2015: inflow of $1,175,177) and has a working capital deficiency as at 30 June 2016 of $4,048,582 (2015: $3,578,916). These conditions indicate a material uncertainty that may cast a significant doubt about the Group’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

The ability of the Group to continue as a going concern is dependent on securing additional funding. As set out in the Directors Report, on 8 August 2016 the Company announced it had executed definitive and binding documentation with ECM Pty Ltd (‘ECM’) with respect to a Subscription Agreement and Strategic Partnership (‘the Agreements’) as outlined in the ASX release of 21 June 2016.

3-year maturity
Interest rate of 10% per annum
Conversion price of $0.025

Interim Report

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Subscription Agreement remains subject to a number of conditions precedent including:

Enerji shareholders approving the issue of the placement shares and convertible notes to ECM, including any approvals required for the purposes of ASX Listing Rule 7.1, and under Section 611 of the Corporations Act 2001;
A Consulting Services Agreement being executed between the Company and an entity related to Mr Adam Boyd that procures his services for his appointment as Chief Executive Officer & Managing Director of the Company;
Execution of a subscription agreement between Mr Adam Boyd and the Company whereby Mr Boyd (or his nominee) may participate in a placement of up to 16,666,667 Shares at a price of $0.015 per Share;
The Company resolving any liabilities to Opcon AB (and associates) to the satisfaction of ECM.

It is expected that a general meeting of shareholders to seek approval for the Share Placement and issue of Convertible Notes will be held in mid to late October 2016 in order to provide sufficient time for all conditions precedent to be satisfied, and shareholders will receive the notice of meeting which will include an independent expert report as to the fairness and reasonableness of the transaction in due course.

The conclusion of the above transaction with ECM is critical to the Group’s ability to continue as a going concern.

Should the Group be unable to continue as a going concern it may be required to realise its assets and discharge its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of liabilities that might result should the Group be unable to continue as a going concern.

3 Segment reporting

The Group determines and presents operating segments based on the information that internally is provided to the CEO, who is the Group’s chief operating decision maker.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.

The Group is organised into one operating segment. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors in assessing performance and in determining the allocation of resources.

Interim Report

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4 Profit and loss

4 Profit and loss
(a) Other Income Research and development tax incentive rebate Consulting fees Other (b) Depreciation Plant and Equipment Total depreciation (c) Other Expenses Provision for doubtful debts Other Total other expenses 5 Current assets – Cash and cash equivalents Cash at bank and in hand 6 Current assets - Prepayments and other receivables Current Other receivables Prepayments Restricted cash – bank guarantee	Half-Year 30 June 30 June 2016 2015 899,491 2,429,373 - 382,000 - 23,838
	899,491 2,835,211
	2,226 2,799
	2,226 2,799
	- 409,000 535,567 250,820
	535,567 659,820
	30 June 31 December 2016 2015 244,978 612,117
	244,978 612,117
	30 June 31 December 2016 2015 1,378 700 27,824 - 220,000 220,000
	249,202 220,700

Interim Report

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7 Current liabilities - Trade and other payables Trade payables - Opcon AB (i) Trade payables – other (ii)	30 June 31 December 2016 2015 2,372,224 2,372,224 1,741,520 1,939,509
	4,313,744 4,311,733

(i) The Company is currently in discussions with Opcon AB to settle all amounts outstanding.

(ii) Included in trade payables – other is an amount of $735,114 owing to Ames and Associates relating to deferred payments on prior invoices.

8 Current liabilities – Loans and borrowings

Unsecured loans Unsecured convertible loan liability	30 June 31 December 2016 2015 - 100,000 429,018 -
	429,018 100,000

Unsecured loans

The balance at 31 December 2015 was from two loans from Directors. These loans had no set repayment date and no interest payable. These loans were repaid during the current period.

Unsecured convertible loan liability

Under the terms of the facility, Magna has the right to subscribe for Enerji shares at a price equal to the lesser of:

i. a 20% discount to the lowest volume weighted average price (VWAP) in the five days prior to subscription; or ii. a fixed price of $A0.035.

The opening AUD value of the facility was recorded at $519,644. An establishment fee of $51,964 has also been recorded in the Finance costs in the Consolidated Statement of Profit and Loss. During the period to 30 June 2016 Magna subscribed for 8,494,477 shares with a fair value of $209,761 (see Note 10) which included a reduction in loan liability of $162,337 and finance costs of $47,424. At 30 June 2016 USD$320,000 (including establishment fee) remained outstanding and an unrealised loss on this liability of $19,746 has been recorded in the Consolidated Statement of Profit and Loss.

Interim Report

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9 Fair value measurement of financial instruments

This note provides an update on the judgements and estimates made by the group in determining the fair values of the financial instruments.

The net fair value and carrying amounts of financial assets and financial liabilities are disclosed in the Statement of Financial Position and in the notes to the Statement of Financial Position.

For unlisted investments where there is no organised financial market the net fair value has been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment, where this could not be done, they have been carried at cost. No financial assets or financial liabilities are readily traded on organised markets in standardised form other than investments.

(a) Financial Instruments Measured at Fair Value

The financial instruments recognised at fair value in the Statement of Financial Position have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following levels:

quoted prices in active markets for identical assets or liabilities (Level 1);
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3)

30 June 2016 Financial liabilities Convertible loan Totals 31 December 2015 Financial liabilities Unsecured loans Totals	Level 1 Level 2 Level 3 Total $ $ $ $
	- - 429,018 429,018
	- - 429,018 429,018
	Level 1 Level 2 Level 3 Total $ $ $ $
	- - - -
	- - - -

(b) Valuation techniques used to determine fair value

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted (unadjusted) market prices at the end of the reporting period. The quoted marked price used for financial assets held by the group is the current bid price. These instruments are included in Level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities. The fair value of the convertible loan not traded in an active market is determined using an internally prepared discounted cash flow valuation technique using observable imports (such as share price and the terms and conditions of the convertible loan as disclosed per note 8) and release of the initial calibration adjustment to the profit or loss. At 30 June 2016, the fair of the convertible note equates to its carrying (redemption) amount, as the conversion option is out of the money.

Interim Report

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Specific valuation techniques used to value financial instruments include:

The use of quoted market prices or dealer quotes for similar instruments.
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.
The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

10 Equity

(a) Contributed equity

10 Equity (a) Contributed equity
30 June 31 December 2016 2015 Shares Shares Share Capital Ordinary shares – Fully paid 582,625,323 574,130,846 Options Options Options $2.00 Expiry December 2016 6,473,904 6,473,904 $0.25 Expiry September 2020 7,500,000 7,500,000 Performance Rights expiring September 2017 17,500,000 17,500,000 Total contributed equity Half-year 2016 No. of Shares $ Movements in ordinary shares during the half-year Balance at the beginning of the period 574,130,846 61,834,828 Shares issued for cash - - Shares issued on conversion of notes 8,494,477 209,761 Share issue and capital raising costs - - Total contributed equity 582,625,323 62,044,589 (b) Reserves Share based reserves – Reserve holding shares subject to the achievement of performance based measures Options based reserves	30 June 31 December 2016 2015 Shares Shares 582,625,323 574,130,846	30 June 31 December 2016 2015 $ $ 62,044,589 61,834,828 - - - - - - 62,044,589 61,834,828 Full Year 2015 No. of Shares $ 550,673,677 61,063,087 23,457,169 821,000 - - - (49,259)
	Options Options 6,473,904 6,473,904 7,500,000 7,500,000 17,500,000 17,500,000 Half-year 2016 No. of Shares $ 574,130,846 61,834,828 - - 8,494,477 209,761 - -

	582,625,323 62,044,589	574,130,846 61,834,828
		30 June 31 December 2016 2015 $ $ 3,494,539 3,494,539 2,389,801 2,389,801 5,884,340 5,884,340

Interim Report

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following movements in options occurred during the period:

$2.00 Options expiry 31 December 2016 Balance at the beginning of the period Total Options $0.25 Expiry 2 September 2020 Performance Rights expiring 2 September 2017	Half-year Full year 2016 2015
	No. of Options $ No. of Options $ 6,473,904 1,545,238 6,473,904 1,545,238
	6,473,904 1,545,238 6,473,904 1,545,238
	No. of Options $ No. of Options $ 7,500,000 6,199 7,500,000 6,199
	7,500,000 6,199 7,500,000 6,199
	No. of Options $ No. of Options $ 17,500,000 24,539 17,500,000 24,539
	17,500,000 24,539 17,500,000 24,539

11 Contingent liabilities and commitments

(a) Contingencies

There have been no material changes since the last annual financial report.

(b) Commitments

There have been no material changes since the last annual financial report.

12 Related party transactions

There have been no material changes since the last annual financial report.

13 Events occurring after the reporting period

On 1 August 2016 the Company announced that the services agreement with the Chief Executive Officer Mr Andrew Vlahov had come to an end.

Also on 8 August 2016 the Company announced it had executed definitive and binding documentation with ECM Pty Ltd (‘ECM’) with respect to a Subscription Agreement and Strategic Partnership (‘the Agreements’) as outlined in the ASX release of 21 June 2016.

Interim Report

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3-year maturity
Interest rate of 10% per annum
Conversion price of $0.025

The Subscription Agreement remains subject to a number of conditions precedent including:

Enerji shareholders approving the issue of the placement shares and convertible notes to ECM, including any approvals required for the purposes of ASX Listing Rule 7.1, and under Section 611 of the Corporations Act 2001;
A Consulting Services Agreement being executed between the Company and an entity related to Mr Adam Boyd that procures his services for his appointment as Chief Executive Officer & Managing Director of the Company;
Execution of a subscription agreement between Mr Adam Boyd and the Company whereby Mr Boyd (or his nominee) may participate in a placement of up to 16,666,667 Shares at a price of $0.015 per Share;
The Company resolving any liabilities to Opcon AB (and associates) to the satisfaction of ECM.

The Strategic Partnership Agreement provides for

Enerji to leverage the technical and strategic expertise, project delivery capability and financial capacity of ECM in order to deliver on Enerji’s projects, commencing with the Jundee Project.
ECM to provide flexible payment terms to Enerji to enable deferral of construction costs of the Jundee Project.
Enerji to grant ECM preferential rights to partner on the commercialisation of future ATEN Heat Exchange projects.

On 29 August 2016 Magna subscribed for an additional 3,746,854 shares representing a reduction of USD$30,000.

There are no other events occurring after the reporting period that need to be disclosed.

Interim Report

DECLARATION BY DIRECTORS

The directors of the Company declare that:

1 The financial statements and notes set out on pages 6 to 17 are in accordance with the Corporations Act 2001 and:
(a) comply with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and
(b) give a true and fair view of the Company’s financial position as at 30 June 2016 and of its performance for the halfyear ended on that date.

2 In the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

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:

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Rod Phillips Director

Perth 31 August 2016

Interim Report

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Enerji Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Enerji Limited, which comprises the consolidated statement of financial position as at 30 June 2016, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half-year ended on that date, notes comprising a statement of accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year’s end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

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

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Enerji Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Enerji Limited, would be in the same terms if given to the directors as at the time of this auditor’s review report.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

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Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Enerji Limited is not in accordance with the Corporations Act 2001 including:

(a) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the half-year ended on that date; and
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001

Emphasis of matter

Without modifying our conclusion, we draw attention to Note 2(e) in the half-year financial report, which describes the conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.

BDO Audit (WA) Pty Ltd

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Jarrad Prue

Director

Perth, 31 August 2016

AI assistant

VOLT GROUP LIMITED — Interim / Quarterly Report 2016

66016_rns_2016-08-30_a8e8a4a4-7254-4586-ba1a-c9f59e50ca13.pdf

Enerji Ltd

(ASX: ERJ )

Interim Report

RESULTS FOR ANNOUNCEMENT TO THE MARKET

Dividends

Net tangible assets per ordinary security

Audit / review status

INTERIM FINANCIAL STATEMENTS

ENERJI LTD AND CONTROLLED ENTITIES

CONTENTS

CORPORATE DIRECTORY

Directors

Management

Registered Office in Australia

Principal Place of Business

Share register

Auditors

Solicitors

Bankers

Stock exchange listing

DIRECTORS REPORT

Directors

Company Secretary

Corporate actions

Principal activities

Review of operations

Operating results

Events occurring after the reporting period

Auditor’s independence declaration

DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF ENERJI LIMITED

BDO Audit (WA) Pty Ltd

For the half-year ended 30 June 2016

As at 30 June 2016

For the half-year ended 30 June 2016

For the half-year ended 30 June 2016 1 Reporting entity

2 Basis of preparation

(a) Statement of compliance

(b) Basis of measurement

(c) Functional and presentation currency

(d) Changes in accounting policies

(e) Going concern

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 Segment reporting

4 Profit and loss

8 Current liabilities – Loans and borrowings

Unsecured loans

Unsecured convertible loan liability

9 Fair value measurement of financial instruments

(a) Financial Instruments Measured at Fair Value

(b) Valuation techniques used to determine fair value

10 Equity

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11 Contingent liabilities and commitments

(a) Contingencies

(b) Commitments

12 Related party transactions

13 Events occurring after the reporting period

INDEPENDENT AUDITOR’S REVIEW REPORT

Report on the Half-Year Financial Report

Directors’ Responsibility for the Half-Year Financial Report

Auditor’s Responsibility

Independence

Conclusion

Emphasis of matter

BDO Audit (WA) Pty Ltd

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VOLT GROUP LIMITED Interim / Quarterly Report 2016