VOLT GROUP LIMITED - Annual Report 2015

ABN 62 009 423 189

Enerji Ltd

(ASX: ERJ )

Annual Report

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ANNUAL REPORT 31 December 2015

Annual Report

	Corporate Directory Directors’ Report Auditor’s Independence Declaration Consolidated Statement of profit or 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 members of Enerji Ltd	2 3 17 18 19 20 21 22 48 49

CORPORATE DIRECTORY

Directors

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

Management

Mr Andrew Vlahov – Chief Executive Officer Mr Peter Torre - Company Secretary Mr Stephen Jones – Chief Financial Officer

Notice of AGM

The annual general meeting of Enerji Ltd will be held the offices of BDO, 38 Station Street Subiaco, at 10.00am on or about 31st May 2016.

Principal Place of Business

Suite C22 513 Hay Street Subiaco, WA 6008 (08) 9268 3800

Registered Office in Australia

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

Share register

Link Market Services Pty Ltd Level 4 152 St George’s 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

Stock exchange listings

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

Bankwest Perth CSC 108 St Georges Terrace Perth WA 6000

Annual Report

DIRECTORS’ REPORT

The directors present their report together with the financial report of the consolidated entity (referred to hereafter as the Group) consisting of Enerji Ltd (“Enerji” or “the Company”), and subsidiaries for the year ended 31 December 2015 and the auditor’s report thereon.

Interests in shares and options

4,215,000 ordinary shares in Enerji Limited. Nil options in Enerji Limited.

Peter Avery – Non-executive director

Directors

The directors of the company at any time during or since the end of the financial year are:

Mr Rod Phillips (appointed 21 May 2015) – Non-executive Chairman

Mr Peter Avery (appointed 24 April 2014) - Non-executive Director

Mr John Dekker (appointed 21 May 2015) – Non Executive Director

Mr Steven Formica (appointed 24 April 2014, resigned 21 May 2015) – Non-executive Chairman

Mr Peter Thomas (appointed 9 February 2015, resigned 21 May 2015) - Non-executive Director

Mr Justin Audcent (appointed 17 January 2014, resigned 9 February 2015) – Independent Non-executive Director

Company Secretary

Mr Peter Torre

Peter Avery has over 20 years professional experience within the stockbroking industry. During the previous 10 years, Peter has held a senior role as a private client advisor at Perth broking firm, DJ Carmichael (DJC). Prior to joining DJC, Peter developed specialist skills as an equity advisor at Todd Partners managing client portfolios.

Peter’s industry experience includes extensive capital raisings within the resource and mining sectors and he holds a Diploma of Financial Planning from Deakin University.

Other current directorships

None

Former directorships in last 3 years

Baru Resources Limited

Special responsibilities

Investor Relations.

Interests in shares and options

105,652,093 ordinary shares in Enerji Limited. 7,881,667 options in Enerji Limited.

Information on directors

John Dekker – Non-Executive Chairman

Rod Phillips – Non-Executive Chairman

Rod is currently a director of Directional Systems Australia an outdoor advertising company which holds various longterm license agreements with numerous Local Government Municipalities in Western Australia.

He was managing Director of Perth Sign an outdoor advertising company for 26 years which held some 19 License Agreements with Local Government including bus shelters, until sold to a multinational company in 2006. He arranged numerous agreements with owners of buildings on the Perth skyline for the display of high voltage neon signs.

Rod has been instrumental in negotiating successful policy agreements with the State Government of WA and Main Roads WA for the advertising industry in WA.

Other current directorships

John is a professional investor with considerable experience in investing in the Energy, Resources and Infrastructure sectors.

John is a member of the Housing Association and currently is a director of a building company in Albany involved in Property Development. John is currently on the board of Shalom Inc., a company focussed on community initiatives to provide help and support to the homeless.

John’s main experience is in the infrastructure/building industry, and from investing in a range of companies where he has taken an active role in assisting companies with maintaining their corporate strategies to add shareholder value.

Other current directorships

None

Former directorships in last 3 years

None

Special responsibilities

Former directorships in last 3 years

None

Special responsibilities

None

Chair of the board.

Annual Report

Interests in shares and options

50,186,013 ordinary shares in Enerji Limited. 2,830,971 options in Enerji Limited.

Company Secretary

The company secretary is Mr Peter Torre.

Mr Torre is the principal of Torre Corporate and is company secretary and/or director of a number of listed companies. Prior to establishing Torre Corporate he was a partner of an internationally affiliated firm of Chartered Accountants working within its corporate services division for over 9 years. Mr Torre is a chartered accountant and a Chartered Secretary. He is also a member of the Australian Institute of Company Directors.

Meetings of directors

Rod Phillips	Meetings Attended 9	Meetings Held 9
Peter Avery	12	12
John Dekker Steven Formica	9 3	9 3
Peter Thomas J Audcent	1 -	1 2

Note: Number of meetings held is for the time the director held office or was a member of the committee during the year.

Corporate actions

The Company finalised a capital raising of $820,000 in December 2015.

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.

Review of operations

The loss from ordinary activities after tax for the period is $578,378.

The result for the period included a research and development tax incentive rebate of $2,429,373.

During 2015 the Group raised $771,741 in new equity and made net repayments of debt of $490,000.

At 31 December 2015 the Group held $612,117 in cash. The Groups 2015 Research and Development tax rebate is

expected to yield up to an additional $800,000 in cash when received in the 2nd quarter of 2016.

Throughout 2015 Enerji continued its corporate reengineering and product development activities and continued to advance toward the commercialisation of its products.

In March 2015, the Company announced that it had entered into a collaboration agreement with Panorama Synergy (ASX: PSY; “Panorama”) to develop a hydrocarbon monitoring system using MEMS technology. Enerji is assessing the viability of using high temperature hydrocarbon working fluids such as toluene as an alternative to the current low temperature fluids used in its Opcon Powerbox, a heat-to-power system which is powered by an Organic Rankine Cycle (“ORC”) turbine. Where higher temperature waste heat is able to be harvested, typical of remote area power plants, using high temperature hydrocarbons has the potential to produce 2-3 times more electricity from the same quantity of input thermal energy. This will allow Enerji to harness a greater proportion of the estimated 30,382 PJ per annum of currently untapped waste energy from global electricity generation, more than the total amount of energy produced from coal burned for power generation around the world.

In partnership with Panorama and utilising Panorama’s alloptical MEMS technology, Enerji will develop sensors which can measure and track hydrocarbons in high temperature ORC power systems, and ultimately provide industry leadership and new best practice in safe working environments in this application.

The phased agreement with Panorama is for an initial 24month period with the option to extend it for a further 24 months. Enerji and Panorama will initially determine the commercial feasibility of the toluene sensor with a view to reaching a formal co-development and production agreement. This would also provide Enerji with the exclusive right to market and sell the sensors internationally for use in ORC heat to power projects.

In May 2015, the Company announced it had entered into a Mandate and letter of commitment from Northern Star Resources Limited to evaluate the application of ATEN technologies at its Jundee gold mine (“Jundee”). Management, under the Direction of the newly appointed Chief Executive Officer Mr. Andrew Vlahov, worked diligently in finalising matters with Northern Star, which culminated in the execution of a Heat Tolling Agreement in January 2016.

As noted above, there was a change in management and Board in May 2015. Mr. Rod Phillips and Mr. John Dekker were appointed as Directors of the Company in unison with Mr. Vlahovs appointment as Chief Executive Officer.

In the second half of the year the Company entered into a commercial Memorandum of Understanding (MOU) with SNC-Lavalin Australia Pty Ltd, an Australian subsidiary of SNC-Lavalin. The MOU detailed how the two parties will work collaboratively to present Enerji’s Accretive Thermal

Annual Report

Energy Node (ATEN) Technology and SNC-Lavalin’s skill and experience to the latter’s client base and was a significant milestone for Enerji and represents a strong validation of the quality of Enerji’s ATEN technology and its applicability to Australian and global locations.

The MOU sets out the following key commercial terms:

· Initial term of 5 years.

· SNC-Lavalin will use Enerji’s ATEN technology exclusively in the pursuit of commercially advantageous bids.

· SNC-Lavalin and Enerji will jointly focus on an initial 10 projects using Enerji’s ATEN technology.

· The parties will subsequently enter into formal agreements on each individual project on a revenue / cost sharing basis.

· Enerji will continue product development to improve thermal efficiencies of the ATEN technology.

In November 2015 the Company advised that it has commenced a new strategic growth initiative through the licensing of its advanced heat to power technology to overseas markets, opening up a new and potentially substantial revenue line for the Company.

This demonstrated a new direction for Enerji’s approach to capturing and maximising the demand from international markets, and provides a platform for further cooperation with key international partners.

The licensing approach provides Enerji with the ability to capture near-term revenue from a new source by providing interested parties the license to use the Company’s substantial intellectual property, particularly around the advanced Accretive Thermal Energy Node (ATEN) product.

Initial discussions have commenced with overseas parties in recent months, with an initial focus on securing licensees by geographic region, in particular Africa, North America and ASEAN regions. Enerji plans to consider both master and individual licenses, and retains the authority over the technology to determine each agreement on its merits.

The Company’s funding remained at the forefront of the Board considerations throughout the year. Whilst reliance on Research & Development funding has served the Company well throughout the development stage, the Board is

conscious of putting in place alternate funding arrangements to ensure the Company is adequately funded throughout its commercialisation phase. The Company completed a capital raising in December 2015 of $820k. As at the date of this report, further funding initiatives are being progressed.”

Results of operations

The consolidated entity recorded an operating loss after income tax of $578,378 (2014: $10,674,665 loss).

The net liabilities of the consolidated entity at 31 December 2015 were $3,555,641 (2014: net loss $3,779,742).

As at 31 December 2015 the Group had cash and cash equivalents of $612,117.

The net cash outflow from operating activities of $260,630 relate to payments to advance new projects. The net cash inflow from financing activities of $281,741 relates to various funding activities.

Annual Report

Remuneration Report – 2015 (Audited)

The directors present the Enerji Limited 2015 remuneration report, outlining key aspects of our remuneration policy and framework, and remuneration awarded this year.

The report is structured as follows:

a) Key Management Personnel (KMP) covered in this report
b) Remuneration policy, link to performance and elements of remuneration
c) Link between remuneration and performance
d) Remuneration expenses for executive KMP
e) Non-executive director arrangements
f) Contractual arrangements for KMP
g) Share-based compensation
h) Other statutory information

a) Key management personnel covered in this report

Non-executive and executive directors (see above for details about each director)

Mr Rod Phillips (appointed 21 May 2015) – Non-executive Chairman

Mr Peter Avery (appointed 24 April 2014) - Non-executive Director

Mr John Dekker (appointed 21 May 2015) – Non-executive Director

Mr Steven Formica (appointed 24 April 2014, resigned 21 May 2015) – Non-executive chairman

Mr Peter Thomas (appointed 10 February 2015, resigned 21 May 2015) – Non-executive Director

Mr Justin Audcent (appointed 17 January 2014, resigned 9 February 2015) - Non-executive Director

Other key management personnel

Mr Andrew Vlahov (appointed 21 May 2015) – Chief Executive Officer

Mr Colin Stonehouse (removed from 1 September 2014 due to change in arrangements) – Chief Development Officer Mr Stephen Jones (appointed 1 September 2014) – Chief Financial Officer

Changes since the end of the reporting period

None

b) Remuneration policy, link to performance and elements of remuneration

Our remuneration committee is made up of the Board Chair and a non-executive director.

The company’s key management have been restructured with new key management and new non-executive directors appointed. During the reporting period no payments were made to a person before the person took office as part of the consideration for the person agreeing to hold office.

Non-Executive Directors

On appointment to the board, all non-executive directors enter into a service agreement with the company in the form of a letter of appointment. The letter summarises the board policies and terms, including compensation, relevant to the office of director.

Presently no element of director remuneration is ‘at risk’, that is, fees are not based on the performance of the Company or equity based.

Executive management

Executive management have authority and responsibility for planning, directing and controlling the activities of the company. Compensation levels for executive management of the Company are set competitively to attract and retain appropriately qualified and experienced and senior executives.

The compensation structures for executives are designed to attract suitably qualified candidates, reward the achievement of strategic objectives and achieve the broader outcome of the creation of value for shareholders. The compensation structure takes into account the executives’ capability and experience, level of responsibility and ability to contribute to the Company’s performance, including, in particular, the establishment of revenue streams and growth in shareholder returns.

Fixed compensation consists of a base salary or fee (calculated on a total cost basis, including any fringe benefits tax related to employee benefits) as well as employer contributions to superannuation funds. The board through a process that considers individual and company achievement reviews compensation levels annually.

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c) Link between remuneration and performance

Options and Performance based shares were agreed to be issued as part of the CEO package. These options and performance shares represent performance-linked remuneration. The Group will be seeking to establish a short-term incentive (STI) scheme and a long-term incentive (LTI) scheme, presently there is no formal policy in place but the remuneration committee will consider this. Mr Stonehouse had short-term and long-term incentives in his 2013 Services Agreement signed 24 June 2013 (refer later in this report for details). Mr Stonehouse’s 2014 Ames Agreement (refer later in this report for details) has deferred payments for work completed that is based on achievement of future milestones. The shareholders in general meetings approve all securities issues to key management and executive directors. This is the only link between remuneration and shareholder wealth.

There is only a relatively short history of the compensation structure for the Company and the remuneration committee is formulating the new policy to consider this.

Key performance indicators of the group over the last five years

	Share Price $ Dividend paid EPS $	y/e 2011 0.12 - (0.003)	y/e 2012 0.05 - (0.005)	y/e 2013 0.002 - (0.002)	y/e 2014 0.009 - (0.023)	y/e 2015 0.038 - (0.002)

d) Remuneration expenses for executive KMP

The following table shows the details of the remuneration expense recognised for the group’s executive key management personnel for the current and previous financial year measured in accordance with the accounting standards.

Remuneration of executives

Remuneration of executives
		Short-term		Long-term	Post Employment
	Year	Salary & fees	Non- monetary benefits	Share based payments	Super- annuation Benefits	Termination benefits	Total
Executive directors

Colin Stonehouse (from 3	2015	-	-	-	-	-	-
June 2013 to 1 Sept 2014)	2014	216,666	-	-	-	-	216,666
Greg Pennefather (to 3 June	2015	-	-	-	-	-	-
2013)	2014	12,0912	-	-	-	-	12,091
Other key management personnel
Andrew Vlahov (from 21	2015	196,039	-	30,738	-	-	226,777
May 2015)	2014	-	-	-	-	-	-
Colin Stonehouse	2015	-	-	-	-	-	-
(from 1 Sept 2014)	2014	222,7271	-	-	-	-	222,727
Stephen Jones (from 1	2015	125,900	-	-	-	-	125,900
Sept 2014)	2014	72,940	-	-	-	-	72,940
Ken MacCormick (from 18	2015	-	-	-	-	-	-
Nov 2013 to 31 Aug2014)	2014	125,337	-	-	-	-	125,337
Total executive directors	2015	321,939	-	30,738	-	-	352,677
and other KMPs	2014	649,761	-	-	-	-	649,761
Total NED remuneration	2015	146,101	-	-	7,122	-	153,223
(see below)	2014	231,536	-	-	4,183	-	235,719
Total KMP remuneration	2015	468,040	-	30,738	7,122	-	505,900
expensed	2014	881,297	-	-	4,183	-	885,480

Notes:

From 1 September 2014 Mr Stonehouse provided services pursuant to the 2014 Ames Agreement. This agreement provides for payment of 40% of the invoiced amounts in the month following invoice and deferred payment of the remaining 60% at future dates. Total of $133,636 of these payments has been deferred for future payments. From 1 September 2014 Mr Stonehouse was not considered to be part of the groups executive key management personnel accordance with the accounting standards

Annual Report

due to the change of his position. Mr Stonehouse no longer has executive authority and is not responsible for planning, directing or controlling the group’s activities.

Payment of residual annual leave balances in the prior period.

e) Non-executive director arrangements

Non-executive directors are paid base fees only, which are fixed by the Board (from 1 June 2015 $60,000, 2014 $60,000). The Non-executive directors accepted a 50% discounted fee from 1 October 2015. There is no additional fee for serving on board committees. They do not receive performance-based pay or retirement allowances. The chairman does not receive additional fees for participating in or chairing committees. Fees are reviewed annually by the board with the level of Directors’ remuneration being set having regard to independent survey data and publicly available information about fees paid to non-executive directors in a range of comparable companies.

The Directors are entitled to be reimbursed for all travel and related expenses properly incurred in connection with the business of the Company.

Details of the nature and amount of each major element of remuneration are set out below:

The Company makes contributions at the statutory minimum rate to superannuation funds nominated by directors, included in the base fee.

The total amount of remuneration, including superannuation, for all non-executive directors must not exceed the limit approved by shareholders. The aggregate cash remuneration of all non-executive directors was set at $400,000 per annum at a general meeting held on 1 December 2009.

Remuneration of non-executive directors

		Short-term		Long-term	Post Employment	Post Employment
	Year	Salary & fees	Non- monetary benefits	Share based payments	Super- annuation Benefits	Termination benefits	Total
Rod Phillips	2015	24,888	-	-	2,612	-	27,500
(from 21 May2015)	2014	-	-	-	-	-	-
John Dekker	2015	24,888	-	-	2,612	-	27,500
(from 21 May2015)	2014	-	-	-	-	-	-
Peter Avery	2015	52,500	-	-	-	-	52,500
(from 24 April 2014)	2014	115,000	-	-	-	-	115,000
Steven Formica	2015	25,000	-	-	-	-	25,000
(from 24 April 2014)	2014	35,000	-	-	-	-	35,000
Peter Thomas	2015	8,225	-	-	891	-	9,116
(from 10 February 2015 to	2014	-	-	-	-	-	-
21 May2015)
Justin Audcent	2015	10,600	-	-	1,007	-	11,607
(from 17 January 2014 to 9	2014	44,033	-	-	4,183	-	48,216
February2015)
Rolf Hasselstrom	2015	-	-	-	-	-	-
(to 29 August 2014)	2014	37,503	-	-	-	-	37,503
Total	2015	146,101	-	-	7,122	-	153,223
Compensation	2014	231,536	-	-	4,183	-	235,719

f) Contractual arrangements for KMP

Remuneration and other terms of employment for the executive management are formalised in service agreements. Details of the nature and amount of each major element of remuneration are set out below:

Mr Rod Phillips is contracted under a non-executive director letter of appointment, which requires a reasonable commitment of time each year to ensure the performance of non-executive duties. Mr Phillips may terminate the agreement without cause by giving written notice and the Company may terminate the agreement should, for any reason, Mr Phillips be disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company. The letter of appointment provides for a fixed director remuneration (base salary) of $60,000pa with no portion linked to performance. There are no termination benefits in the letter of appointment.

Mr John Dekker is contracted under a non-executive director letter of appointment, which requires a reasonable commitment of time each year to ensure the performance of non-executive duties. Mr Dekker may terminate the agreement without cause by giving written notice and the Company may terminate the agreement should, for any reason, Mr Dekker be disqualified or

Annual Report

prohibited by law from being or acting as a director or from being involved in the management of a company. The letter of appointment provides for a fixed director remuneration (base salary) of $60,000pa with no portion linked to performance. There are no termination benefits in the letter of appointment.

Mr Peter Avery is contracted under a non-executive services agreement, which requires a commitment of a minimum 20 days a year. Mr Avery may terminate the agreement without cause by giving written notice and the Company may terminate the agreement should, for any reason, Mr Avery be disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company. The services agreement provides for a fixed director remuneration (base salary) of $60,000pa with no portion linked to performance. There are no termination benefits in the services agreement. In addition Mr Avery is contracted to supply investor relations services to the company at a fixed monthly fee of $10,000.

Mr Steven Formica was (resigned 21 May 2015) contracted under a non-executive services agreement, which requires a commitment of a minimum 30 days a year. Mr Formica may terminate the agreement without cause by giving written notice and the Company may terminate the agreement should, for any reason, Mr Formica be disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company. The services agreement provides for a fixed director remuneration (base salary) of $60,000pa with no portion linked to performance. There are no termination benefits in the services agreement.

Mr Peter Thomas was (resigned 21 May 2015) contracted under a non-executive services agreement, which requires a commitment of a minimum 20 days a year. Mr Thomas may terminate the agreement without cause by giving written notice and the Company may terminate the agreement should, for any reason, Mr Thomas be disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company. The services agreement provides for a fixed director remuneration (base salary) of $60,000pa with no portion linked to performance. There are no termination benefits in the services agreement.

Justin Audcent was (resigned 9 February 2015) contracted under a non-executive services agreement, which required a commitment of a minimum 10 days a year. Mr Audcent may terminate the agreement without cause by giving written notice and the Company may terminate the agreement should, for any reason, Mr Audcent be disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company. The services agreement provides for a fixed director remuneration (base salary) of $60,000pa with no portion linked to performance. There are no termination benefits in the services agreement.

Mr Andrew Vlahov is engaged under an executive employment contract for a period of 2 years from 2 September 2015. The contract may be terminated by the Company at any time for any breaches of the agreement terms. The contract may be terminated by either party for any reason with 3 months notice. There are no termination benefits other than accrued entitlements. The employment contract provides for a fixed annual salary of $350,000 per annum exclusive of superannuation and additional benefits being 17,500,000 performance rights and 7,500,000 options. Refer to the Remuneration Report for details of these additional benefits. As previously announced to the ASX, prior to the executive employment contract Mr Vlahov was engaged in a business development role by the Company. As part of the business development engagement the Company agreed to pay up to $250,000 as a cash success fee to Mr Vlahov upon the achievement of certain transaction milestones. The Board has determined that the obligation to pay the success fee did not exist at 31 December 2015 however, the Board has resolved to honour the provisions of the business development engagement with respect to the success fee which may lead to the payment of up to $250,000 in future periods.

Mr Stonehouse, was contracted under a services agreement for a period of 12 months, starting 3 June 2013 (2013 Services Agreement). On 1 September 2014 Enerji replaced the 2013 Services Agreement with a new broader contractor services agreement with Ames Associates (2014 Ames Engagement) which included the personal management services of Mr Stonehouse as Chief Development Officer along with other professional engineering services for the development of the Companies future operations. The 2014 Ames Engagement commenced on 1 September 2014 and remains in effect until terminated. Termination can occur at any time with the consent of both parties, by either party with 60 business days written notice or by either party if the other party is in default of the terms of the agreement and fails to remedy the default within 20 business days.

The short and long term incentives of the 2013 Services Agreement including options linked to company performance have been superceded by the terms of the 2014 Ames Engagement.

Annual Report

Rolf Hasselström was (resigned on 29 August 2014) employed under a non-executive services agreement, which requires a commitment of a minimum 20 days a year. Mr Hasselström may terminate the agreement without cause by giving written notice and the Company may terminate the agreement should, for any reason, Mr Hasselström be disqualified or prohibited by law from being or acting as a director or from being involved in the management of a company. The non-executive services agreement provides for a fixed director remuneration (base salary) of $50,000pa with no portion linked to performance. There are no termination benefits in the non-executive services agreement.

Stephen Jones is contracted under a services agreement with a fixed retainer of $144,000pa and no fixed termination date, no termination notice period or benefits.

Ken MacCormick was contracted under a services agreement, which terminated on 3 February 2014. Mr MacCormick remained engaged until August 2014 to assist in the completion of various tasks. There was no base salary component. There were no termination benefits applicable under this contract.

During the reporting period no payments were made to a person before the person took office as part of the consideration for the person agreeing to hold office.

g) Share-based compensation

During the financial year, the Company granted the following Performance Rights and Options to Mr Andrew Vlahov as the CEO. Performance Rights

5,000,000 Tranche 1 Performance Rights which vest upon the Company’s share price as listed on the ASX reaching $0.10 and maintains that price for a period of at least 30 consecutive business days
5,000,000 Tranche 2 Performance Rights which vest upon the Company’s share price as listed on the ASX reaching $0.20 and maintains that price for a period of at least 30 consecutive business days
2,500,000 Tranche 3 Performance Rights which vest upon the Company’s share price as listed on the ASX reaching $0.30 and maintains that price for a period of at least 30 consecutive business days
2,500,000 Tranche 4 Performance Rights which vest upon the Company’s share price as listed on the ASX reaching $0.40 and maintains that price for a period of at least 30 consecutive business days
2,500,000 Tranche 5 Performance Rights which vest upon the Company’s share price as listed on the ASX reaching $0.50 and maintains that price for a period of at least 30 consecutive business days

Options

2,500,000 Tranche 1 Options exercisable at $0.25 which vest upon the Company’s share prices as listed on the ASX reaching $0.30 and maintains that price for a period of at least 30 business days.
2,500,000 Tranche 2 Options exercisable at $0.25 which vest upon the Company’s share prices as listed on the ASX reaching $0.40 and maintains that price for a period of at least 30 business days.
2,500,000 Tranche 3 Options exercisable at $0.25 which vest upon the Company’s share prices as listed on the ASX reaching $0.50 and maintains that price for a period of at least 30 business days.

There were no other share based payments for remuneration of non-executive directors or executive management issued during the year.

Since the end of the financial year, the Company issued no ordinary shares as share based payments for remuneration of nonexecutive directors or executive management.

The Board does not have a policy that restricts the holders of securities issued as share based payments as part of their remuneration from entering into other arrangements that limit their exposure to losses that would result from share price decreases. The Board is not aware of any holder entering into any such arrangements.

Other than noted above no terms of equity-settled share based payment transactions (including options granted as compensation to a key management person or Director) have been altered or modified by the Company during the reporting period. No options have been exercised as a result of previously issued remuneration options.

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h) Other statutory information

The following tables show the relative proportions of remuneration that are linked to performance and those that are fixed based on the amounts disclosed as statutory remuneration expense in d) and e) above.

i. Proportions of remuneration linked to performance

Non-executive directors Rod Phillips John Dekker Peter Avery Steven Formica Peter Thomas Rolf Hasselström Justin Audcent Executive directors Colin Stonehouse Greg Pennefather	Fixed 2015 2014 100% - 100% - 100% 100% 100% 100% 100% - - 100% 100% 100% 100% 100% - 100%	Fixed 2015 2014 100% - 100% - 100% 100% 100% 100% 100% - - 100% 100% 100% 100% 100% - 100%	At risk 2015 - - - - - - - - -	STI 2014 - - - - - - - - -	At risk 2015 - - - - - - - - -	LTI 2014 - - - - - - - - -
Other KMP
Andrew Vlahov	87%	-	-	-	13%	-
Colin Stonehouse	n/a	100%	-	-	-	-
Stephen Jones	100%	100%	-	-	-	-
Ken MacCormick	-	100%	-	-	-	-

ii. Performance based remuneration granted and forfeited during the year

The following Performance Rights, were granted during the year to Mr Andrew Vlahov as a part of his remuneration as Chief Executive Officer. These Performance Rights and their recorded value were as follows.

	Tranche 1	Tranche 2	Tranche 3	Tranche 4	Tranche 5
Number of Performance Rights	5,000,000	5,000,000	2,500,000	2,500,000	2,500,000
Model used for valuation		Up and In Single Barrier Share Option Pricing Model
Vesting Condition	$0.101	$0.201	$0.301	$0.401	$0.501
Initial Grant date	3 Sep 2015	3 Sep 2015	3 Sep 2015	3 Sep 2015	3 Sep 2015
Deemed value	67,350	43,600	15,750	12,100	9,650
Risk Free Rate	1.78%	1.78%	1.78%	1.78%	1.78%
Expected Volatility	110%	110%	110%	110%	110%
Expiry Date	2 Sep 2017	2 Sep 2017	2 Sep 2017	2 Sep 2017	2 Sep 2017
Exercise Price	Nil	Nil	Nil	Nil	Nil

1 For the Performance Rights to vest the company’s share price as listed on the ASX must reach this price and maintain that price for a period of at least 30 consecutive business days

Annual Report

The following Options were granted during the year to Mr Andrew Vlahov as a part of his remuneration as Chief Executive Officer. These Options and their recorded value were as follows.

	Tranche 1	Tranche 2	Tranche 3
Number of Options (pre- consolidation)	2,500,000	2,500,000	2,500,000
Model used for valuation	Up and In Single Barrier Share Option Pricing Model
Vesting Condition	$0.301	$0.401	$0.501
Exercise price	$0.25	$0.25	$0.25
Initial Grant date	3 Sep 2015	3 Sep 2015	3 Sep 2015
Deemed Value	15,750	12,100	9,650
Expiry Date	2 Sep 2017	2 Sep 2017	2 Sep 2017
Expected Volatility	110%	110%	110%
Risk-free rate	1.78%	1.78%	1.78%
Expected dividend yield	Nil	Nil	Nil

1 For the Options to vest the company’s share price as listed on the ASX must reach this price and maintain that price for a period of at least 30 consecutive business days. There were no Options vested at 31 December 2015.

iii. Reconciliation of shares and options held by KMP

Share holdings

The number of shares in the Company held during the financial year by each director of Enerji Limited and other key management personnel of the Group, including their personally related parties, are set out below.

There were no shares granted during the reporting period as compensation.

2015	2015	2015
Name	Balance at start of the year	Granted as compen sation	Acquired for cash	Other changes 2	Balance at the end of the year
Directors of Enerji Limited
Rod Phillips1	4,215,000	-	-	-	4,215,000
John Dekker1	50,186,013	-	-	-	50,186,013
Peter Avery1	105,652,093	-	-	-	105,652,093
Steven Formica2	43,832,709	-	-	(43,832,709)	-
Peter Thomas2	-	-	-	-	-
Justin Audcent2	2,000,000	-	-	(2,000,000)	-

Other key management personnel of the group
Andrew Vlahov	-	-	-	-	-
Stephen Jones	-	-	-	-	-

The position at the start of the year is reflective of the number of shares held when appointed as a director – refer above for dates of initial appointment as director.
Ceased being a director during the period refer below.

Steven Formica – 21 May 2015

Peter Thomas – 21 May 2015

Justin Audcent – 9 February 2015

No shares were issued upon exercising of previously issued options.

Annual Report

Option holdings

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

2015	2015	2015
Name	Balance at start of the year	Granted as compensation	Exercised	Other changes	Balance at the end of the year	Vested and exercisable	Unvested
Directors of Enerji Limited
Rod Phillips1	-	-	-	-	-	-	-
John Dekker1	2,830,971	-	-	-	2,830,971	2,830,971	-
Peter Avery1	7,881,667	-	-	-	7,881,667	7,881,667	-
Steven Formica2	4,126,597	-	-	(4,126,597)2	-	-	-
Peter Thomas2	-	-	-	-	-	-	-
Justin Audcent2	-	-	-	-	-	-	-
Other key management personnel of the group
Andrew Vlahov	-	7,500,000	-	-	7,500,000	-	7,500,000
Stephen Jones	-	-	-	-	-	-	-

The position at the start of the year is reflective of the number of options held when appointed as a director – refer above for dates of initial appointment as director.
Ceased being a director during the period refer below.
Steven Formica – 21 May 2015

Peter Thomas – 21 May 2015

Justin Audcent – 9 February 2015

iv. Loans to key management personnel

Details of loans made to directors of Enerji Limited and other key management personnel of the Group, including their personally related parties, are set out below.

	Balance at start of the year	New loans	Loans cancelled or repaid	Interest paid and payable for the year	Interest not charged	Balance at the end of the year
2015	321,9161	-	(338,730)	16,814	-	-
2014	319,3201	-	-	2,596	-	321,916

The services of Mr Stonehouse in 2013 were provided under the 2013 Services Agreement with Ames Associates Pty Ltd that provided that payment for Executive Management services may be made with equity. The 2013 Services Agreement also described the provision of loan funds during 2013. At the 13 November 2013 General Meeting of the Company the shareholders approved the payment of outstanding fees and loan funds with equity at $0.016, being the same price other securities had been issued to others in the previous 30 days, and provided for an additional issue of shares to Mr Stonehouse (or nominee) in the same amount as the payment of outstanding fees and loan funds, to be funded with a twelve month loan (Share Purchase Loan) to purchase the equivalent securities. The Share Purchase Loan with a maturity date of 13 November 2014 was extended with a new Loan Agreement that provided that:
a. Interest would be charged monthly in arrears
b. The shares purchased using the loan funds are subject to a restriction agreement to remain in force until such time as the loan is repaid
c. Repayment would be from
i. proceeds of sale of the shares purchased using the loan funds,
ii. offset against Deferred Payments owing to Ames Associates Pty Ltd under the 2014 Ames Engagement, and or

iii. Repayment by the borrower.

On 15 December 2015 the loan balance was offset against Deferred Payments owing to Ames Associates Pty Ltd.

v. Other transactions with key management personnel

Annual Report

Mr Avery is contracted to supply investor relations services to the company at a fixed monthly fee of $10,000. These services are provided on normal commercial terms. There was an amount of $11,000 outstanding at year end for these services.

Mr Rod Phillips provided a $50,000 loan to the Company which is outstanding at year end. There are no terms attached to this loan.

Mr John Dekker provided a $50,000 loan to the Company which is outstanding at year end. There are no terms attached to this loan.

vi. Reliance on external remuneration consultants

The remuneration committee have not sought any recommendations from external remuneration consultants. Remuneration levels for Directors and KMP are reviewed annually by the board with the level of Non-executive Directors’ remuneration being set having regard to independent survey data and publicly available information about fees paid to non-executive directors in a range of comparable companies.

vii. Voting of Shareholders at last years annual general meeting

Enerji Limited received more than 90% of “yes” votes on its remuneration report for the 2014 Financial Year. The company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.

This is the end of the Audited Remuneration Report.

Annual Report

Capital Structure

Enerji is a company limited by shares that is incorporated and domiciled in Australia.

Enerji has five fully owned subsidiaries, Enerji Holdings Pty Ltd, Enerji Research Pty Ltd, Enerji PE Management Pty Ltd, Enerji GRML SPV Pty Ltd and ATEN Operations Pty Ltd. At the date of this report the Company had 574,130,854 fully paid ordinary shares, 6,473,904 of $2.00 options over ordinary shares, 17,500,000 performance rights over ordinary shares and 7,500,000 25c options over ordinary shares. The $2.00 options have an expiry date of 31 December 2016. The performance rights and 25c options expire on the earlier of termination of employment or 5 years from grant date.

Significant changes in the state of affairs

Contributed equity increased by $771,740 (from $61,063,087 to $61,834,837) net of capital raising costs as the result of private placements.

Dividends

There were no dividends paid or declared by the Company to members since the end of the previous financial year.

Share options and performance rights

At the date of this report unissued ordinary shares of the Company under option are:

Expiry date	Exercise	Number of
31 December 2016	price $2.00	shares 6,473,904
2 September 2017	$0.25	7,500,000

On 30 June 2015 133,147,686 options with an exercise price of $0.30 expired.

There were no shares issued on exercise of options during the period.

At the date of this report performance rights to shares of the Company on issue were:

Company on issue were:
Expiry date	Number of performance rights
2 September 2017	17,500,000

There were no shares issued in exchange of performance rights during the period.

Events subsequent to reporting date

On 7 January 2016 the company announced the execution of its maiden contract to deploy a heat to power system at Northern Stars Jundee project.

On 29 March 2016 Enerji secured a Convertible Loan Facility (Facility) for US$400,000 from Magna Equities II LLC (‘Magna’), a New York based investment firm. The Facility has a term of 12 months and is interest free, however, a 10% establishment fee is deferred and will be capitalised into the principal outstanding.

Under the terms of the Loan Agreement and Subscription Agreement under the Facility, Magna has the right to subscribe for Enerji shares at a price equal to the lesser of:

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

Enerji will then apply the subscription amount against the outstanding funds owing to Magna under the loan facility. Any shares issued under the facility will be under the Company’s remaining 15% placement capacity.

On 31 March 2016 Magna subscribed for 1,216,890 Enerji shares at a subscription price of $0.02176 (being a 20% discount to the lowest volume weighted average price (VWAP) in the five days prior to subscription.

Enerji has the right to elect to prepay the principal outstanding at any time throughout the term of the facility and must pay 115% of the amounts outstanding if such an election is made.

The Facility will provide financial support to Enerji as it makes progress in securing customers for its advanced heat-to-power technology and expands its international licencing program of that technology.

Likely developments and expected results of operations

The company has been focused on creating an efficient sales strategy that can optimise the execution and roll out of Enerji’s projects.

As the projects are commercially sensitive the company is limited in what it can disclose, however the company will keep the market updated as these projects progress towards the development of each and their consummation commercially.

In addition, during the 2016 financial year, the company will continue to focus on:

Sales and marketing of Enerji’s ATEN technology including the Powerbox system.
Incorporating solar project strategy following due diligence of each project opportunity.
Incorporating a definitive and efficient African expansion strategy.
Further developing its strategic plan with regard to streamlining the supply chain, cost reduction and facilitating commercial activities of the business.

Further specific information about likely developments in the operations of the Group and the expected results of those operations in future financial years has not been included in

Annual Report

this report because disclosure of the information would be likely to result in unreasonable prejudice to the Group.

Indemnification and insurance of officers and auditors indemnification

During the financial year, Enerji Limited paid a premium of $12,219 to insure the directors and secretaries of the company and its Australian-based controlled entities.

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

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

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Rod Phillips Director

Perth 31 March 2016

Environmental regulation

The Group is subject to significant environmental regulation in respect of its installation of a pilot plant at Carnarvon in Western Australia. Works approval was obtained before installation work commenced on a site under the Western Australian Environmental Protection Act 1986. The relevant authority was provided with required information, and to the best of the knowledge of the directors, all activities have been undertaken in compliance with the requirements of the works approvals in place.

Proceedings on behalf of the Company

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

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

Non-audit services

There were no non-audit services provided by the auditors during the reporting period. The auditor’s remuneration is disclosed in Note 17 to the financial statements.

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 17.

Annual Report

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au

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

As lead auditor of Enerji Limited for the year ended 31 December 2015, 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 audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Enerji Limited and the entities it controlled during the period.

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Jarrad Prue

Director

BDO Audit (WA) Pty Ltd

Perth, 31 March 2016

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

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 31 December 2015 Note Revenue from continuing operations Other Income 7 Expenses Employment benefits expense Impairment of assets 8 Directors payments Share based payments 26(b) Consulting and professional costs Depreciation and amortisation 8 Other expenses 8 Finance income Finance costs Loss before income tax expense from continuing operations Income tax benefit 9 Loss after income tax benefit from continuing operations Loss after income tax benefit for the year Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Loss for the year is attributable to: Owners of Enerji Limited Total comprehensive loss for the year is attributable to: Owners of Enerji Limited Loss per share for loss attributable to the ordinary equity holders of the company: Basic loss per share 25 Diluted loss per share	2015 Restated 2014 $ $ 2,834,350 996,529 (64,690) (188,305) - (7,489,646) (153,614) (150,719) (30,738) - (2,087,127) (2,185,480) (5,404) (1,017,692) (1,067,089) (470,884) 38,291 21,721 (42,357) (190,189)
	(578,378) (10,674,665) - -
	(578,378) (10,674,665)
	(578,378) (10,674,665)

	- -

	(578,378) (10,674,665)
	(578,378) (10,674,665)
	(578,378) (10,674,665)
	($0.001) ($0.023) 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.

Annual Report

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2015

s at 31 December 2015
Note ASSETS Current assets Cash and cash equivalents 10 Prepayments and other receivables 11 Loans 11 Total current assets Non-current assets Property, plant and equipment 12 Intangible assets 13 Total non-current assets Total assets LIABILITIES Current Liabilities Trade and other payables 14 Loans and borrowings 15 Total current liabilities Total liabilities Net liabilities EQUITY Contributed equity 16 (a) Reserves 16 (b) Accumulated losses Total equity / (deficiency in equity)	2015 2014 $ $ 612,117 590,606 220,700 117,714 - 321,916
	832,817 1,030,236
	23,275 31,267 - -
	23,275 31,267

	856,092 1,061,503
	4,311,733 4,219,620 100,000 621,625
	4,411,733 4,841,245

	4,411,733 4,841,245

	(3,555,641) (3,779,742)
	61,834,828 61,063,087 5,884,340 5,853,602 (71,274,809) (70,696,431)
	(3,555,641) (3,779,742)
	(3,555,641) (3,779,742)

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

Annual Report

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to owners of Enerji Limited

At 1 January 2014 Total comprehensive loss for the year Loss for the year Total comprehensive loss for the period Transactions with owners in their capacity as owners Contribution of equity, net of transaction costs Equity-based payment transaction – expenses Employee shares scheme	16(a) 16(a) 16(b)	Share capital $ 59,733,407 - - 1,105,088 124,592 -	Reserves $ 5,872,539 - - - - (18,937)	Accumulated losses $ (60,021,766) (10,674,665) (10,674,665) - - -	Total equity $ 5,584,180 (10,674,665) (10,674,665) 1,105,088 124,592 (18,937)
Conversion of convertible notes	16(a)	100,000	-	-	100,000
		1,329,680	(18,937)	-	1,310,743
At 31 December 2014		61,063,087	5,853,602	(70,696,431)	(3,779,742)
At 1 January 2015		61,063,087	5,853,602	(70,696,431)	(3,779,742)
Total comprehensive loss for the year
Loss for the year		-	-	(578,378)	(578,378)
Total comprehensive loss for the period		-	-	(578,378)	(578,378)
Transactions with owners in their capacity as owners
Contribution of equity, net of transaction costs	16(a)	771,741	-	-	771,741
Equity-based payment transaction – expenses	16(a)	-	30,738	-	30,738
		771,741	30,738	-	802,479
At 31 December 2015		61,834,828	5,884,340	(71,274,809)	(3,555,641)

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

Annual Report

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2015 Note Cash flows from operating activities Receipts from customers Payments to suppliers and employees (inclusive of goods and services tax) Interest received Interest paid R&D tax refund Net cash outflows from operating activities 23 Cash flows from investing activities Proceeds from sale of property, plant and equipment Payments for property, plant and equipment Net cash inflows / (outflows) from investing activities Cash flows from financing activities Proceeds from issue of shares and other equity securities Reclassification to current assets and other receivables (guarantee transfer) Proceeds from issue of convertible notes Repayment of convertible notes Proceeds from borrowings Repayment of borrowings Payment of transaction costs Net cash inflows from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at end of the year	2015 2014 $ $ 10,000 - (2,695,937) (2,888,300) 38,291 19,125 (42,357) (81,652) 2,429,373 2,524,534
	(260,630) (426,293)
	400 - - (57,890)
	400 (57,890)
	821,000 1,166,197 - (100,000) - 310,000 (90,000) (140,000) 350,000 500,000 (750,000) (705,500) (49,259) (61,109)
	281,741 969,588
	21,511 485,405 590,606 105,201
	612,117 590,606

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

Annual Report

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31 December 2015

1 Reporting entity

Enerji Limited (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. The consolidated financial statements of the Company as at and for the year ended 31 December 2015 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

The financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) (including Australian Interpretations) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements of the Group comply with International Financial Reporting Standards (IFRSs) and interpretations adopted by the International Accounting Standards Board (IASB).

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis.

(c) Functional and presentation currency

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

(d) Critical accounting estimates and judgements

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

(e) Critical judgements in applying the entity’s accounting policies

a. In the 2015 financial statements, the Group made a significant judgement about the impairment of property, plant and equipment, namely the Carnarvon Power Station WHPS Project and prepayments related to the Opcon Powerboxes. While the Group has prospects for the use of these assets that will ultimately yield future cashflows if successful, the Group has followed the guidance of AASB 136 Impairment of Assets to determine when an asset is impaired. The determination requires detail judgement. In making this judgement, the Group evaluates, among other factors, the replacement value of the asset against the cost. The replacement value of the project is based on the cost to design, construct and install a similar project.

(f) Changes in accounting policies

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

The Group previously accounted for refundable R&D tax incentives as an income tax benefit. The Group has determined that these incentives are more akin to government grants because they are not conditional upon earning taxable income. The Group has therefore made a voluntary change in accounting policy during the reporting period. Refundable tax incentives are now accounted for as a government grant under AASB 120 Accounting for Government Grants and Disclosure of Government Assistance because the directors consider this policy to provide more relevant information to meet the economic decision-making needs of users, and to make the financial statements more reliable. The comparative period has also been adjusted (refer Note 7).

(g) Going concern

The 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 comprehensive loss after tax for the year ended 31 December 2015 of $578,378 (2014: $10,674,665) and experienced net cash outflows from operating activities of $260,630 (2014: $426,293).

The Group has a net working capital deficiency of $3,578,916 at 31 December 2015, the largest items being $2,372,224 that relates to the supply of up to four future Opcon Powerboxes not yet received, and $1,135,114, as a component of services provided with agreed deferred terms (refer to Note 20 (c)).

In order to meet its current liabilities and continue to make instalments on further Powerboxes and complete new projects, the Group will be required to secure funding in the form of; debt such as project or equipment finance, receive project

Annual Report

revenue, receive grants, or raise equity. Furthermore, the Group is registered to claim an R&D tax offset and receive a tax refund equivalent to the value of certain deductions available under the R&D tax incentive. The anticipated R&D tax offset refund entitlement for the current year is $700,000 to $800,000, which is expected to be received during the second quarter of 2016. The Group’s Management has held preliminary discussions with a number of Australian financial institutions specifically to be satisfied of the reasonableness of this approach. The Company provided technical data and independent valuation material to the financial institutions and the informal feedback from them is that the technology and the valuations are acceptable and that a funding application would be routinely considered once a project is advanced to the appropriate stage, i.e. revenue is contracted.

In the event that the Group is not able to successfully secure funding in the form of either debt such as project or equipment finance, receive project revenue, receive grants, raise equity or receive the R&D tax offset refund entitlement as discussed above, there is material uncertainty that may cast significant doubt as to whether the Group will continue as a going concern, and therefore whether it will realise the assets and extinguish the liabilities in the normal course of business and at the amounts stated in the financial statements.

Having regard to the matters set out above the Directors believe that at the date of signing the financial statements, there are reasonable grounds to believe that the Group will be able to meet its obligations as and when they fall due.

3. Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.

(a) Basis of consolidation

(i) Business combinations

The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree, either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase.

Contingent liabilities

A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably.

Transaction costs

Transaction costs that the Group incurs in connection with a business combination, such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees, are expensed as incurred.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. In the Company’s financial statements, investments in subsidiaries are carried at cost.

(iii) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

(b) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities

Annual Report

denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

(c) Financial instruments

(i) Non-derivative financial assets

The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has the following non-derivative financial assets.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade and other receivables.

(ii) Non-derivative financial liabilities

The Group recognises financial liabilities (including liabilities designated at fair value through profit or loss) initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The Group has non-derivative financial liabilities comprising trade and other payables and loans, which are recognised initially at fair value and subsequently at amortised cost. Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group has an obligation to make future payments in respect of the purchase of these goods and services.

(d) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

(e) Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.

(f) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and capitalised borrowing costs. Cost also may include transfers from other comprehensive income of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

Annual Report

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income in profit or loss.

(ii) Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

The estimated useful lives for the current and comparative periods are as follows:

• • • •	Plant and equipment (Construction in progress assets and fittings and equipment) Computers (Office furniture, fittings and equipment) Fixtures and fittings (Construction in progress assets) Major components (Construction in progress assets)	5 years 4 years 10 years 10 - 15 years.

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

(g) Leases

Operating lease payments are recognised as an operating expense in the statement of profit or loss and other comprehensive income on a straight-line basis over the lease term.

(h) Intangible assets

(i) Goodwill

Goodwill is measured at cost less accumulated impairment losses.

(ii) Research and development

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

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

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

(iii) Amortisation

Amortisation is recognised in the profit and loss on a straight-line basis over the estimated useful lives of the intangible assets from the date they are available for use unless such lives are indefinite. Goodwill and intangible assets with an indefinite useful life are not amortised but are systematically tested for impairment annually. The estimated useful lives for the current and comparative periods are as follows:

Distribution Licence - 5 years

(iv) Distribution rights

Costs associated with the initial acquisition of Enerji Holdings Pty Ltd (formerly Jamalcom Pty Ltd), the holder of the distribution rights for Opcon Powerboxes in Australia were capitalised as intangible assets. The directors review the

Annual Report

carrying value of the Distribution Rights to ensure the carrying value does not exceed their recoverable amount and if an impairment in value arises, the intangible asset is written down.

(i) Leased assets

Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Other leases are operating leases and are not recognised as assets in the Group’s statement of financial position.

(j) Impairment

(i) Financial assets (including receivables)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

The Group considers evidence of impairment for receivables at both a specific asset and collective level. All individually significant receivables are assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified.

In assessing collective impairment the Group uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

(ii) Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a corporate asset may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists.

Annual Report

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(k) Employee benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the Statement of Financial Position.

(ii) Other long-term employee benefit obligations

The liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of government bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the Statement of Financial Position if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Termination benefits

Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value.

(iv) Share-based payment transactions

The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity.

Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group.

(l) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation the amount of which at can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

(m) Finance income and finance costs

Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Finance costs comprise interest expense on borrowings and convertible notes, unwinding of the discount on provisions, and impairment losses recognised on financial assets. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis.

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(n) Income tax

Income tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and associates and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Additional income tax expenses that arise from the distribution of cash dividends are recognised at the same time that the liability to pay the related dividend is recognised. The Group does not distribute non-cash assets as dividends to its shareholders.

As per Note 2(f) and Note 7(a), the R&D tax offset refund in recognised in the consolidated statement of profit or loss and other comprehensive income in the period it is received as other income.

(o) Goods and services tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(p) Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding adjusted for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

(q) Segment reporting

The Group determines and presents operating segments based on the information that internally is provided to the Chief Development Officer, 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.

(r) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties.

The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group’s activities. The group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Revenue recognition for interest income is explained in Note 3 (m).

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(s) New and amended standards adopted by the Group

New Standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 January 2015 have not affected the amounts recognised in the current period or any prior period and are not likely to affect future periods.

(t) Accounting Standards Issued Not yet Effective

The following new/amended accounting standards and interpretations have been issued, but are not mandatory for financial years ended 31 December 2015. They have not been adopted in preparing the financial statements for the year ended 31 December 2015 and are expected to impact the entity in the period of initial application. In all cases the entity intends to apply these standards from application date as indicated in the table below.

Standards Likely to Have a Financial Impact

AASB reference	Title and Affected Standard(s):	Nature of Change	Application date:	Impact on Initial Application
AASB 9 (issued December 2014)	Financial Instruments	Classification and measurement AASB 9 amendments the classification and measurement of financial assets: • Financial assets will either be measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL). • Financial assets are measured at amortised cost or FVTOCI if certain restrictive conditions are met. All other financial assets are measured at FVTPL. • All investments in equity instruments will be measured at fair value. For those investments in equity instruments that are not held for trading, there is an irrevocable election to present gains and losses in OCI. Dividends will be recognised in profit or loss. *…continued over page…*	Annual reporting periods beginning on or after 1 January 2018	Adoption of AASB 9 is only mandatory for the year ending 31 December 2018. The entity has not yet made an assessment of the impact of these amendments.

Annual Report

AASB reference	Title and Affected Standard(s):	Nature of Change	Application date:	Impact on Initial Application
AASB 9 (issued December 2014) - cont	Financial Instruments	*…continued from previous page…* The following requirements have generally been carried forward unchanged from AASB 139_Financial Instruments: Recognition and_ _Measurement_into AASB 9: • Classification and measurement of financial liabilities, and • Derecognition requirements for financial assets and liabilities. However, AASB 9 requires that gains or losses on financial liabilities measured at fair value are recognised in profit or loss, except that the effects of changes in the liability’s credit risk are recognised in other comprehensive income. Impairment The new impairment model in AASB 9 is now based on an ‘expected loss’ model rather than an ‘incurred loss’ model. A complex three stage model applies to debt instruments at amortised cost or at fair value through other comprehensive income for recognising impairment losses. A simplified impairment model applies to trade receivables and lease receivables with maturities that are less than 12 months. For trade receivables and lease receivables with maturity longer than 12 months, entities have a choice of applying the complex three stage model or the simplified model. *…continued over page…*		*…continued from previous page…* The entity has financial liabilities measured at fair value through profit or loss. The amendments require that any changes in fair value attributable to the liability’s credit risk be recognised in other comprehensive income instead of profit or loss. The change is applied retrospectively, however comparatives need not be retrospectively restated. Instead, the cumulative effect of applying the change for the first time is recognised as an adjustment to the opening balance of retained earnings on 1 January 2018. *…continued over page…*

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AASB reference	Title and Affected Standard(s):	Nature of Change	Application date:	Impact on Initial Application
AASB 9 (issued December 2014) - cont	Financial Instruments	*…continued from previous page…* Hedge accounting Under the new hedge accounting requirements: • The 80-125% highly effective threshold has been removed • Risk components of non-financial items can qualify for hedge accounting provided that the risk component is separately identifiable and reliably measurable • An aggregated position (i.e. combination of a derivative and a non- derivative) can qualify for hedge accounting provided that it is managed as one risk exposure • When entities designate the intrinsic value of options, the initial time value is deferred in OCI and subsequent changes in time value are recognised in OCI • When entities designate only the spot element of a forward contract, the forward points can be deferred in OCI and subsequent changes in forward points are recognised in OCI. Initial foreign currency basis spread can also be deferred in OCI with subsequent changes be recognised in OCI • Net foreign exchange cash flow positions can qualify for hedge accounting.		*…continued from previous page…*
AASB 15 (issued December 2014)	Revenue from Contracts with Customers	An entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This means that revenue will be recognised when control of goods or services is transferred, rather than on transfer of risks and rewards as is currently the case under IAS 18_Revenue_.	Annual reporting periods beginning on or after 1 January 2018	Due to the recent release of this standard, the entity has not yet made a detailed assessment of the impact of this standard.

Annual Report

AASB reference	Title and Affected Standard(s):	Nature of Change	Application date:	Impact on Initial Application
AASB 16 (issued February 2016)	Leases	AASB 16 eliminates the operating and finance lease classifications for lessees currently accounted for under AASB 117 _Leases._It instead requires an entity to bring most leases onto its balance sheet in a similar way to how existing finance leases are treated under AASB 117. An entity will be required to recognise a lease liability and a right of use asset in its balance sheet for most leases. There are some optional exemptions for leases with a period of 12 months or less and for low value leases. Lessor accounting remains largely unchanged from AASB 117.	Annual reporting periods beginning on or after 1 January 2019.	To the extent that the entity, as lessee, has significant operating leases outstanding at the date of initial application, 1 January 2019, right- of-use assets will be recognised for the amount of the unamortised portion of the useful life, and lease liabilities will be recognised at the present value of the outstanding lease payments. Thereafter, earnings before interest, depreciation, amortisation and tax (EBITDA) will increase because operating lease expenses currently included in EBITDA will be recognised instead as amortisation of the right-of-use asset, and interest expense on the lease liability. However, there will be an overall reduction in net profit before tax in the early years of a lease because the amortisation and interest charges will exceed the current straight-line expense incurred under AASB 117_Leases_. This trend will reverse in the later years. There will be no change to the accounting treatment for short-term leases less than 12 months and leases of low value items, which will continue to be expensed on a straight-line basis.

There are no other standards that are not yet effective and that would be expected to have material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

4. Determination of fair values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

(i) Share-based payment transactions

The fair value of options issued as share-based payment are measured using an appropriate pricing model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds).

The fair value of shares issued as share-based payment is measured based on the share price on the date of issue.

5. Financial risk management

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The executive directors are responsible for developing and monitoring risk management policies and report regularly to the Board of Directors on their activities. Details of credit risk, liquidity risk, currency risk, interest rate risk and capital management are disclosed in Note 27 to the financial statements.

Annual Report

6 Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Development Officer. The Group has determined that it has one operating segment.

7 Other income

Other income
Settlement of convertible notes Realised foreign exchange gain (net) Research and development tax incentive rebate (a) Consulting Fees Other income (a) Research and development tax incentive rebate Write-back of tax effect on tax treatment of impairment Receipt of a R&D tax rebate Total income tax benefit Attributable to: Continuing operations	2015 Restated 2014 23,838 143,308 - 306 2,429,373 852,915 382,000 - (861) -
	2,834,350 996,529
	- (1,671,619) 2,429,373 2,524,534
	2,429,373 852,915
	2,429,373 852,915
	2,429,373 852,915

Under the R&D tax incentive legislation, small companies can claim an R&D tax offset, under section 355-100 of the Income Tax Assessment Act 1997 (ITAA97), that is, a refundable tax offset, equivalent to the value of certain deductions available under the R&D tax incentive. For the 2014 year, total eligible R&D expenditure was $4,972,756 (2013: $5,610,077) therefore R&D tax offset refund entitlement received in 2014 @ 45% was $2,138,285 (2013: $2,524,534). In addition, the Company received additional rebates relating to variations to prior years R&D claims of $291,088.

8 Expenses

Loss before income tax includes the following specific expenses:

Expenses oss before income tax includes the following specific expenses:
Depreciation Plant and equipment Total depreciation Amortisation Distribution rights Total amortisation expense Total depreciation and amortisation Impairment of assets Prepayments Plant and equipment Total impairment	2015 2014 5,404 8,293
	5,404 8,293
	- 1,009,399
	- 1,009,399
	5,404 1,017,692
	- 5,422,978 - 2,066,668
	- 7,489,646

On review of the future value of pilot plant at Carnarvon Power Station it was determined to write-down the asset value to its estimated recoverable amount. (Refer Note 12).

Annual Report

Other expenses includes Loss on disposal of assets Settlement of receivables Rental expenses relating to operating leases Defined contribution superannuation expense Unrealised foreign exchange loss 9 Income tax benefit (a) Income tax benefit Deferred tax credit arising from temporary differences Total income tax benefit Attributable to: Continuing operations (b) Numerical reconciliation of income tax expense to prima facie tax payable	(2,188) - 32,690 3,688 76,547 2015 - - - -	(24,657) (43,761) 95,286 25,508 - 2014 - - - -
	2015	2014
Loss from continuing operations before income tax expense	578,378	10,674,665
Tax at the Australian tax rate of 30% (2014 – 30%)	173,513	3,202,400
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
• Non-deductible expenses	-	15,588
• Deferred tax assets not brought to account	(173,513)	(3,217,988)
Income tax benefit	-	-
The franking account balance at year-end was $nil (2014: $nil).
Net deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be
available against which deductible temporary differences and tax losses can be utilised.
(c) Tax losses
Unused tax losses for which no deferred tax asset has been recognised	16,280,015	16,818,703
Potential tax benefit @ 30%	4,884,004	5,045,611
All unused tax losses were incurred by Australian entities.
Unrecognised deferred tax balances will only be available subject to continuing to meet the	relevant statutory tests.
10 Current assets – Cash and cash equivalents
	2015	2014
Cash at bank and in hand	612,117	590,606
	612,117	590,606

Annual Report

11 Current assets - Prepayments and other receivables

1 Current assets - Prepayments and other receivables
Current Other receivables Bank guarantee1 Loan to related party (refer note 20)	2015 2014 700 17,714 220,000 100,000 - 321,916
	220,700 439,630

1 Bank Guarantees funds have been reclassified in the current year from cash and cash equivalents

Fair value and credit risk

The fair value of securities held for certain trade receivables is insignificant as it is the fair value of any collateral sold or repledged. Refer to Note 27 for more information on the risk management policy of the Group and the credit quality of the entity’s trade receivables.

Impaired receivables and receivables past due

None of the current receivables are impaired.

Bank Guarantee

The Company has a bank guarantee in place to cover its commitments to Horizon Power related to the use of Horizon Powers Carnarvon Power station for pilot plant trials of the Companies ATEN products during 2012 and the subsequent use of Horizon Powers site for storage of the Companies major items of plant until redeployed.

The bank guarantee will be release on satisfaction of the underlying contract.

Loan to related party

Refer to Note 20 for further details.

12 Non-current assets - Property, plant and equipment

Year ended 31 December 2014 Opening net book amount Additions Disposals Impairment charge Depreciation charge Net book amount at 31 December 2014 At 31 December 2014 Cost or fair value Accumulated depreciation Impairment of assets Net book amount	Construction in progress Office furniture, fittings and equipment Total 3,684,145 60,469 3,744,614 54,142 3,748 57,890 - (24,657) (24,657) (3,738,287) - (3,738,287) - (8,293) (8,293)
	- 31,267 31,267
	6,476,571 96,734 6,573,305 - (65,467) (65,467) (6,476,571) - (6,476,571)
	- 31,267 31,267

Annual Report

Year ended 31 December 2015 Opening net book amount Additions Disposals Impairment charge Depreciation charge Net book amount at 31 December 2015 At 31 December 2015 Cost or fair value Accumulated depreciation Impairment of assets Net book amount	Construction in progress Office furniture, fittings and equipment Total - 31,267 31,267 - - - - (2,588) (2,588) - - - - (5,404) (5,404)
	- 23,275 23,275
	6,476,571 90,969 6,567,540 - (67,694) (67,694) (6,476,571) - (6,476,571)
	- 23,275 23,275

At the end of 2013 a review was undertaken of the fair value of the Carnarvon project. The result of this review was to impair the carrying value down to the replacement value of the project, resulting in an impairment amount of $816,284 and a carrying value of $3,684,145 at 31 December 2013.

The 2013 R&D rebate received in 2014 of $2,524,534 included an R&D deduction of $1,671,619 related to the write off of value of assets employed in the R&D activity. Under accounting standard AASB 120 the Group has recorded the R&D rebate received that is related to this deduction as an impairment in the asset value.

At 31 December 2014 the directors undertook a further review of the carrying value of the Carnarvon project. In accordance with Accounting Standard AASB 136 the Group has provided for a further impairment $2,066,668 reducing the carrying value to nil.

13 Non-current assets - Intangible assets

Year ended 31 December 2014 Opening net book amount Amortisation charge Closing net book amount At 31 December 2014 Cost Impairment of asset - 2010 Accumulated amortisation and impairment Net book amount	Distribution rights 1,009,399 (1,009,399)
	-
	8,340,284 (3,340,284) (5,000,000)
	-

Annual Report

Distribution rights

Year ended 31 December 2015 Opening net book amount Amortisation charge Closing net book amount At 31 December 2015 Cost Impairment of asset - 2010 Accumulated amortisation and impairment Net book amount	- -
	-
	8,340,284 (3,340,284) (5,000,000)
	-

Intangible assets comprise distribution rights associated with the purchase of Enerji Holdings Pty Ltd (formerly Jamalcom Pty Ltd) with a carrying value of NIL.

14 Current liabilities - Trade and other payables

4 Current liabilities - Trade and other payables
Trade payables - Opcon AB Trade payables - other	2015 2014 2,372,224 2,295,676 1,939,509 1,923,944
	4,311,733 4,219,620

The trade payables to Opcon AB relate to invoices that have been presented by Opcon AB for Powerboxes that have been completed but not delivered to the Group. No payment of these amounts will be made without delivery of the Powerbox units. The increase from the previous year relates to movements in foreign currency (see Notes 8 and 27).

15 Current liabilities – Loans and borrowings

Short term facility Unsecured loans Unsecured convertible notes Loan Liability Embedded derivative	2015 2014 - 500,000 100,000 - - 90,375 - 31,250
	100,000 621,625

Short-term facility (2014)

On 18 December 2014 Enerji Ltd executed a Facility Agreement which provided for a loan facility of up to $500,000, at an interest rate of 14%pa, secured against R&D Tax Refunds. This facility was repaid upon receipt of the R&D tax refund for the 2014 financial year. The Facility Agreement included a general security against all the assets of the Group.

Unsecured loans

The balance at 31 December 2015 was from two loans from Directors. See Note 20 (d) for further information.

Convertible note liability

Convertible notes had been issued at a coupon rate of 4% pa. They have a 12 month maturity from issue date, however are convertible during this period at the discretion of the holder.

On 7 February 2014 the parent entity issued 9 notes totalling $90,000 to Primero under a Facility Agreement as approved by shareholders on 13 November 2013. These funds were used to settle outstanding invoices for works carried out at the Carnarvon Power Station.

Annual Report

An embedded derivative exists as the notes are convertible into ordinary shares of the parent entity at the lesser of $0.005 and 80% of the VWAP over the 5 ASX trading days prior to the relevant issue, with 1 free attaching Class A Option for every 2 shares issued, on the option of the holder, or repayable as follows:

6 February 2015 - $90,000

In June 2015 the company settled the convertible notes issue to Primero for a cash payment of $90,000 plus interest refer to the Consolidated Statement of Cash Flows.

The liability and embedded derivative component of the note recognised at 31 December 2014 at $90,375 and $31,250 has been reversed and recognised as part of finance costs in the consolidated statement of profit or loss and other comprehensive income. There are no amounts outstanding on this at 31 December 2015.

16 Equity (a) Contributed equity 2015 2014 Shares Shares Share Capital Ordinary shares Fully paid 574,130,854 550,673,677 Options Options Options $2.00 Expiry 31 December 2016 6,473,904 6,473,904 $0.30 Expiry 30 June 2015 - 133,147,686 $0.25 Expiry 2 September 2020 7,500,000 - Performance Rights 17,500,000 - Total contributed equity The following movements in issued capital occurred during the year: 2015 No. of Shares $ Balance at the beginning of the year 550,673,677 61,063,087 Adjustment after consolidation - - Shares issued for cash 23,457,169 821,000 Shares issued on conversion of notes - - Shares issued for services rendered - - Shares issue and capital raising costs - (49,259) Total contributed equity 574,130,846 61,834,828	2015 2014 Shares Shares	2015 2014 $ $ 61,834,828 61,063,087 - - - - - - - - 61,834,828 61,063,087 2014 No. of Shares $ 272,515,576 59,733,407 214 - 233,239,571 1,166,197 20,000,000 100,000 24,918,316 124,592 - (61,109)
	574,130,846 61,834,828	550,673,677 61,063,087

Ordinary shares

The Company does not have authorised capital or par value in respect of its issued shares. All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets.

Capital Management

The Company’s capital management policy provides a framework to maintain a capital structure to support the development of the business into one that is income producing.

The Company seeks to utilise available borrowing facilities when and to the extent prudent to do so, in order to maximise returns for equity shareholders and limit the need to raise additional equity capital.

Annual Report

Dividends

There were no dividends declared or paid during the reporting period.

(b) Reserves Share based reserves - Reserve holding shares subject to the achievement of performance based measures Options based reserves The following movements in reserves occurred during the year: 2015 $0.30 Options expiry 30 June 2015 No. of Options Balance at the beginning of the year 133,147,686 Options expired1 (133,147,686) Total Options - $2.00 Options expiry 31	(b) Reserves Share based reserves - Reserve holding shares subject to the achievement of performance based measures Options based reserves The following movements in reserves occurred during the year: 2015 $0.30 Options expiry 30 June 2015 No. of Options Balance at the beginning of the year 133,147,686 Options expired1 (133,147,686) Total Options - $2.00 Options expiry 31	$ 838,364 - 838,364	2015 $ 3,494,539 2,389,801 5,884,340 2014 No. of Options 133,147,686 - 133,147,686	2014 $ 3,470,000 2,383,602 5,853,602 $ 838,364 - 838,364
December 2016	No. of Options	$	No. of Options	$
Balance at the beginning of the
year	6,473,904	1,545,238	6,473,904	1,545,238
Total Options	6,473,904	1,545,238	6,473,904	1,545,238
$0.25 Options expiry 2
September 2017	No. of Options	$	No. of Options	$
Balance at the beginning of the
year	-	-	-	-
Options Issued for services
rendered2	7,500,000	6,199	-	-
Total Options	7,500,000	6,199	-	-
Performance Rights expiry 2
September 2017	No. of Rights	$	No. of Rights	$
Balance at the beginning of the
year	-	-	-	-
Rights Issued for services
rendered3	17,500,000	24,539	-	-
Total Options	7,500,000	24,539	-	-

Annual Report

Notes:

The 30 June 2015 options expired out of the money.
Options exercisable at $0.25 which vest upon the Company’s share prices as listed on the ASX reaching and maintaining a specified price for a period of at least 30 business days.
Tranche 1 – 2,500,000 - $0.30
Tranche 2 – 2,500,000 - $0.40
Tranche 3 – 2,500,000 - $0.50
Performance Rights which vest upon the company’s share price as listed on the ASX reaching and maintaining specified price for a period of at least 30 consecutive business days
Tranche 1 – 5,000,000 - $0.10
Tranche 2 – 5,000,000 - $0.20
Tranche 3 – 2,500,000 - $0.30
Tranche 4 – 2,500,000 - $0.40
Tranche 5 – 2,500,000 - $0.50

The following Options are embedded in employee share scheme:

Balance 1 January Reversal due to cessation of employment Interest on loan from issue of 10,000,000 ordinary shares under employee share scheme Balance 31 December	2015 2014 - 18,937 - (18,937) - -
	- -

Nature and purpose of other reserves

The issue of options in lieu of cash are considered share based payments.

Under the employee share scheme the provision of an interest free Company loan results in an embedded option and the implied interest is included as a share based payment.

$2.00 options expiry December 2016 for the purchase of ordinary shares on payment of exercise price.

17 Remuneration of auditors

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

BDO Audit (WA) Pty Ltd Audit and review of financial statements Other assurance services Total remuneration for audit and other assurance services Total remuneration of BDO Audit (WA) Pty Ltd Total auditor’s remuneration	2015 2014 $ $ 48,500 46,115 - -
	48,500 46,115
	48,500 46,115
	48,500 46,115

18 Contingencies

In June 2013 the Company received a claim from Mr Greg Pennefather for a termination payment of approximately $330,000. The Company obtained legal advice and based upon this formed a view that the claim was not valid. Mr Pennefather has maintained the claim.

On 3 February 2015 the Company announced it had reached a Memorandum of Agreement (MOA) with Carbon Reduction Ventures Pty Ltd (CRV) and Morawa Solar Thermal Pty Ltd (MST) for the planned development of a Hybrid Solar Thermal Project. The Company advised CRV and MST in June 2015 that the development criteria listed in the MOA for the continued pursuit of the Hybrid Solar Thermal Project have not been met and the Company will not progress the project any further.

Annual Report

On 7 August 2015 the Company received a claim from MST for payment of amounts that the MOA identified would be payable if the parties were able to reach a final investment decision by 30 June 2015. The claim received from MST was for $300,000 plus GST. The Company is preparing to actively defend the claim believing it to be without merit.

Depending on the success or otherwise of the claim from MST the Company may be required to make adjustments to its Consolidated Statement of Profit or Loss and Consolidated Statement of Financial Position including possible changes in the Other Income relating to claims made under the research and development tax incentive rebate. The quantum of any changes will only be known at the time that the claim from MST is settled.

19 Commitments

(a) Lease commitments

During the period the Group moved from its premises in North Fremantle to Subiaco. The Subiaco premises are leased under a sublease agreement with a rolling 3 month term which commenced on 16 June 2015. The previous lease expired. Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows:

Within one year Later than one year but not later than five years	2015 2014 $ $ 7,500 10,000 - -
	7,500 10,000

(b) Opcon Energy Systems AB

Pursuant to the Australian distribution agreement with Opcon Energy System AB there is no minimum commitment to purchase Opcon Powerboxes. At present there are six Opcon Powerboxes on order, with outstanding payments on these of AU$2,295,676.

(c) Bank Guarantees

Pursuant to the Deed of Release from the previous power purchase agreement with Horizon Power a bank guarantee is required resulting in $220,000 being deposited with ANZ.

20 Related party transactions

(a) Key management personnel compensation

Related party transactions Key management personnel compensation
Short-term employee benefits Post-employment benefits Share based payments	2015 2014 468,040 881,297 7,122 4,183 30,738 -
	505,900 885,480

Detailed remuneration disclosures are provided in the remuneration report on pages 6 to 14.

(b) Transactions with other related parties

Mr Peter Avery receives fees of $10,000 per month for the provision of Investor Relations services. These services are provided on normal commercial terms. The total amount paid to Mr Avery for these services in the period is $105,000.

(c) Loans to related parties

Mr Colin Stonehouse is engaged by the Company through his engineering company Ames Associates Pty Ltd. From 3 June 2013 to 1 September 2014 these services were provided under the 2013 Services Agreement with Mr Stonehouse functioning as an executive director. The 2013 Services Agreement also described the provision of loan funds during 2013. At the 13 November 2013 General Meeting of the Company the shareholders approved the payment of outstanding fees and loan funds with equity, and provided for an additional issue of shares to Mr Stonehouse (or nominee) in the same amount as the payment of outstanding fees and loan funds, to be funded with a twelve month loan (Share Purchase Loan) to purchase the equivalent securities. The Share Purchase Loan is shown in Note 11 as a Loan to related party. From 1 September 2014 the 2013 Services Agreement came to an end and was replaced with the 2014 Ames Agreement under which Mr Stonehouse provides personal management services as Chief Development Officer and also professional engineering service assignments from time to time as directed by the Company. The 2014 Ames Agreement has a fee payment structure which includes payments for fees with a discount, undeferred fees and deferred fees. Invoices issued pursuant to the 2014 Ames Agreement include $542,063 related to Mr

Annual Report

Stonehouse personal management services and $1,337,134 for all other professional engineering service assignments. The professional engineering services invoices had an un-deferred component of $534,854 and a deferred component of $802,280. The deferred component of any invoice is directly related to a nominated project milestone and the timing of the payment is within 5 days of the project milestone occurring. On 1 December 2015 the Company announced it had reached payment terms for the deferred components including the offset of the related party loans. The loan to related party (refer Note 11) and interest thereon was offset against payables to Ames Associates in December 2015.

(d) Loans from related parties

In December 2015 two directors loaned $50,000 each to the Company. These loans have no set repayment date and no interest payable.

21 Subsidiaries and transactions with non-controlling interests

Significant investments in subsidiaries during the year ended 31 December 2015 are set out below:

Name ATEN Enerji Enerji	of entity Operations Pty Ltd Holdings Pty Ltd (formerly Jamalcom Pty Ltd) Research Pty Ltd (formerly Letharji Pty Ltd)	Country of incorporation Australia Australia Australia	Class of shares Ordinary Ordinary Ordinary	Equity 2015 % 100 100 100	holding 2014 % - 100 100
Enerji	PE Management Pty Ltd (formerly Cogen Power Pty Ltd)	Australia	Ordinary	100	100
Enerji	GMRL SPV Pty Ltd	Australia	Ordinary	100	100

22 Events occurring after the reporting period

On 7 January 2016 the company announced the execution of its maiden contract to deploy a heat to power system at Northern Stars Jundee project.

Under the terms of the Loan Agreement and Subscription Agreement under the Facility, Magna has the right to subscribe for Enerji shares at a price equal to the lesser of:

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

Enerji has the right to elect to prepay the principal outstanding at any time throughout the term of the facility and must pay 115% of the amounts outstanding if such an election is made.

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

Annual Report

23 Reconciliation of loss after income tax to net cash inflow from operating activities	23 Reconciliation of loss after income tax to net cash inflow from operating activities
Loss for the period Finance expense / (income) Depreciation and amortisation Asset impairment Unrealised foreign exchange losses Loss on disposal of assets Share-based payment transactions Change in other receivables Change in prepayments Change in trade and other payables Change in employee provision Net cash outflow from operating activities 24 Non-cash investing and financing activities	2015 $ (578,378) (31,625) 5,404 - 76,547 2,188 30,738 218,930 - 18,553 (2,987) (260,630) 2015	2014 $ (10,674,665) 57,280 1,017,692 3,738,287 - 24,657 - 98,821 5,674,089 (323,440) (39,014) (426,293) 2014
	$	$
Repayment of loans by means of equity issue	-	100,000
25 Earnings per share
	2015	2014
Basic loss per share	$	$
From continuing operations attributable to the ordinary equity holders of the Company	(0.001)	(0.023)
Total basic loss per share	(0.001)	(0.023)
The calculation of basic loss per share for the year ended 31 December 2015 is based on the loss attributable to ordinary
shareholders of $578,378 (2014: $10,674,665) and a weighted number of ordinary shares outstanding of 551,637,670 (2014:
473,619,877).

There are no instruments on issue that are considered dilutive for calculating dilutive earnings per share.

26 Share-based payments

(a) Employee share scheme

A scheme under which shares may be issued by the Company to employees with an interest free loan for the purchase price of the shares was approved by shareholders at a general meeting on 1 December 2009.

Under the scheme, no invitations to participate in the plan were given in the year ended 31 December 2015.

Annual Report

(b) Other share-based payments

During the year 17,500,000 Performance Rights, were granted to Mr Andrew Vlahov as a part of his remuneration as Chief Executive Officer.

These Performance Rights and their recorded value were as follows.

	Tranche 1	Tranche 2	Tranche 3	Tranche 4	Tranche 5
Number of Performance Rights	5,000,000	5,000,000	2,500,000	2,500,000	2,500,000
Model used for valuation		Up and In Single Barrier Share Option Pricing Model
Vesting Condition	$0.101	$0.201	$0.301	$0.401	$0.501
Initial Grant date	3 Sep 2015	3 Sep 2015	3 Sep 2015	3 Sep 2015	3 Sep 2015
Deemed value	67,350	43,600	15,750	12,100	9,650
Risk Free Rate	1.78%	1.78%	1.78%	1.78%	1.78%
Expected Volatility	110%	110%	110%	110%	110%
Expiry Date	2 Sep 2017	2 Sep 2017	2 Sep 2017	2 Sep 2017	2 Sep 2017
Exercise Price	Nil	Nil	Nil	Nil	Nil

1 For the Performance Rights to vest the company’s share price as listed on the ASX must reach this price and maintain that price for a period of at least 30 consecutive business days

During the year 7,500,000 Options were granted during the year to Mr Andrew Vlahov as a part of his remuneration as Chief Executive Officer.

These Options and their recorded value were as follows.

	Tranche 1	Tranche 2	Tranche 3
Number of Options (pre- consolidation)	2,500,000	2,500,000	2,500,000
Model used for valuation	Up and In Single Barrier Share Option Pricing Model
Vesting Condition	$0.301	$0.401	$0.501
Exercise price	$0.25	$0.25	$0.25
Initial Grant date	3 Sep 2015	3 Sep 2015	3 Sep 2015
Deemed Value	15,750	12,100	9,650
Expiry Date	2 Sep 2017	2 Sep 2017	2 Sep 2017
Expected Volatility	110%	110%	110%
Risk-free rate	1.78%	1.78%	1.78%
Expected dividend yield	Nil	Nil	Nil

Annual Report

The number of Performance rights in the Company held during the financial year by each director and other member of key management personnel of the Company, including their personally related parties is as set out below:

Performance rights	Performance rights	Performance rights
Name	Balance at start of the year	Granted as compensation	Exercised	Other changes	Balance at the end of the year	Vested and exercisable	Unvested
Directors of Enerji Limited
Rod Phillips	-	-	-	-	-	-	-
John Dekker	-	-	-	-	-	-	-
Peter Avery	-	-	-	-	-	-	-
Other key management personnel of the group
Andrew Vlahov	-	17,500,000	-	-	17,500,000	-	17,500,000
Stephen Jones	-	-	-	-	-	-	-

The number of Options over ordinary shares in the Company held during the financial year by each director and other member of key management personnel of the Company, including their personally related parties is as set out below:

Options	Options	Options
Name	Balance at start of the year	Granted as compensation	Exercised	Other changes	Balance at the end of the year	Vested and exercisable	Unvested
Directors of Enerji Limited
Rod Phillips	-	-	-	-	-	-	-
John Dekker	2,830,971	-	-	-	2,830,971	2,830,971	-
Peter Avery	7,881,667	-	-	-	7,881,667	7,881,667	-
Other key management personnel of the group
Andrew Vlahov	-	7,500,000	-	-	7,500,000	-	7,500,000
Stephen Jones	-	-	-	-	-	-	-
(c) Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows: 2015 2014 $ $ Expense payments 30,738 - Effective put option included in employee share scheme - (57,698) 30,738 (57,698)

27 Financial instruments

Financial risk management policies

The Group financial instruments consist mainly of deposits with banks, accounts receivables and payable and domestic loans.

The Board of Directors analyse financial risk exposure at Board Meetings to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.

The Board’s overall risk management strategy seeks to assist the Group in meeting its financial targets, whilst minimizing potential adverse effects on financial performance.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or other counterparty to a financial instrument fails to discharge their obligations.

The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was:

Annual Report

Note Loans and receivables – current 11 Loans and receivables – non current Cash and cash equivalents 10	Carrying amount 2015 2014 700 339,630 - - 612,117 690,606
	612,817 1,030,236

The Group manages credit risk through dealing with creditworthy counterparties and balances are monitored on an ongoing basis. For bank and financial institutions, only independently rated parties with a minimum Standard &Poor’s credit rating of A (or equivalent) are accepted.

Group sensitivity

Based on the financial instruments held at 31 December 2015, had the Australian dollar weakened/strengthened by 5% against the SEK with all other variables held constant, the Group’s post-tax loss for the year would have been $435,199/$660,082.

Liquidity risk

The Group has limited exposure to liquidity risk as the Group’s main liabilities are trade and other payables.

All financial liabilities have contractual maturities of less than 6 months.

The Group manages liquidity risk by monitoring forecast cash flows and ensuring adequate access to funds from unutilised borrowing facilities or other sources.

Currency and market risk

At present, the Group has no foreign currency hedges in respect of forecast sales and purchases. The Group also has no hedges in place for its trade receivables and trade payables denominated in a foreign currency.

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the SEK (Swedish Krona).

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

Management has set up a policy that all transactions in foreign currencies be transacted at spot. Management will continually review this policy based on volumes of foreign currency required.

Interest rate risk

The Group’s exposure to interest rates relate primarily to cash and cash equivalents. As at 31 December 2015 the Group has no financial liabilities subject to interest rate movements. Sensitivity to interest rate risk is considered immaterial.

Summarised sensitivity analysis

The Group has used ranges of rate and price fluctuations that approximate the rates observed over the reporting period to estimate its sensitivity to market rates. The Group’s main interest rate exposures are to Australian short-term interest rates; its foreign exchange risk is to the Swedish Krona.

The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollar, was as follows:

	2015	2014
	$	$
Trade payables - SEK	2,252,384	2,178,397

Based on the financial instruments held at 31 December 2015, had the Australia dollar weakened/strengthened by 5% against the SEK with all other variables held constant, the Group’s post-tax loss for the year would have been $112,441 higher/$112,441 lower, mainly as a result of foreign exchange gains/losses on translation of SEK denominated liabilities as detailed in the above table.

Fair values

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

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

(a) Financial Instruments Measured at Fair Value

Annual Report

There are no material financial instruments in the Statement of Financial Position.

Capital management

The Board’s policy is to maintain a strong asset base so as to maintain investor, creditor and market confidence and to sustain future development of the business. There were no changes in the Group’s approach to capital management during the year. Neither the Group nor any of its subsidiaries is subject to externally imposed capital requirements.

28 Parent entity financial information

28 Parent entity financial information
Statement of financial position Current assets Total assets Current liabilities Total liabilities Net Assets Shareholders’ equity Issued Capital Reserves Accumulated losses Loss for the year Total comprehensive loss	2015 2014 $ $ 617,385 606,766 2,062,434 2,491,855 (2,062,434) (2,491,855) (2,062,434) (2,491,855)
	- -
	61,834,820 61,063,085 5,853,602 5,853,602 (67,688,422) (66,916,687)
	- -
	(771,735) (3,818,782) (771,735) (3,818,782)

Refer to Note 18 and 19 for specific commitments and contingent liabilities that exist in the parent entity.

Annual Report

DECLARATION BY DIRECTORS

The directors of the Company declare that:

The financial statements, comprising the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows and accompanying notes, are in accordance with the Corporations Act 2001 and:
(a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(b) give a true and fair view of the consolidated entity’s financial position as at 31 December 2015 and of its performance for the year ended on that date.
The Company has included in the notes to the financial statements an explicit and unreserved statement of compliance with International Financial Reporting Standards.
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.
The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A.

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

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Rod Phllips Director

Perth

31 March 2016

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 REPORT

To the members of Enerji Limited

Report on the Financial Report

We have audited the accompanying financial report of Enerji Limited, which comprises the consolidated statement of financial position as at 31 December 2015, 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 year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view 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 financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 2(g), the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

Auditor’s Responsibility

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

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

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which

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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 report.

Opinion

In our opinion:

(a) the financial report of Enerji Limited is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2015 and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2(g).

Emphasis of matter

Without modifying our opinion, we draw attention to Note 2(g) in the financial report, which indicates that the ability of the consolidated entity to continue as a going concern is dependent upon the future successful raising of necessary funding through equity or debt. These conditions, along with other matters as set out in Note 2(g), indicate 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.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 6-14 of the directors’ report for the year ended 31 December 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of Enerji Limited for the year ended 31 December 2015 complies with section 300A of the Corporations Act 2001 .

BDO Audit (WA) Pty Ltd

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Jarrad Prue Director

Perth, 31 March 2016

AI assistant

VOLT GROUP LIMITED — Annual Report 2015

66016_rns_2016-03-31_b3b57b46-d0f0-48e7-81f9-f75364e6f6f2.pdf

Enerji Ltd

Annual Report

CONTENTS

CORPORATE DIRECTORY

Directors

Management

Notice of AGM

Principal Place of Business

Registered Office in Australia

Share register

Auditors

Solicitors

Bankers

Stock exchange listings

Interests in shares and options

Peter Avery – Non-executive director

Directors

Company Secretary

Other current directorships

Former directorships in last 3 years

Special responsibilities

Interests in shares and options

Information on directors

John Dekker – Non-Executive Chairman

Rod Phillips – Non-Executive Chairman

Other current directorships

Other current directorships

Former directorships in last 3 years

Special responsibilities

Former directorships in last 3 years

Special responsibilities

Interests in shares and options

Company Secretary

Meetings of directors

Corporate actions

Principal activities

Review of operations

Results of operations

Remuneration Report – 2015 (Audited)

a) Key management personnel covered in this report

Non-executive and executive directors (see above for details about each director)

Other key management personnel

Changes since the end of the reporting period

b) Remuneration policy, link to performance and elements of remuneration

Non-Executive Directors

Executive management

c) Link between remuneration and performance

Key performance indicators of the group over the last five years

d) Remuneration expenses for executive KMP

Notes:

e) Non-executive director arrangements

Remuneration of non-executive directors

f) Contractual arrangements for KMP

g) Share-based compensation

Options

h) Other statutory information

i. Proportions of remuneration linked to performance

ii. Performance based remuneration granted and forfeited during the year

iii. Reconciliation of shares and options held by KMP

Share holdings

Option holdings

iv. Loans to key management personnel

v. Other transactions with key management personnel

vi. Reliance on external remuneration consultants

vii. Voting of Shareholders at last years annual general meeting

This is the end of the Audited Remuneration Report.

Capital Structure

Significant changes in the state of affairs

Dividends

Share options and performance rights

Events subsequent to reporting date

Likely developments and expected results of operations

Indemnification and insurance of officers and auditors indemnification

Environmental regulation

Proceedings on behalf of the Company

Non-audit services

Auditor’s independence declaration

VOLT GROUP LIMITED Annual Report 2015