Core Insights - VivoPower's subsidiary, Caret Digital, has initiated Dogecoin mining operations using Antminer L9 rigs at its Wisconsin facility [1] - The strategy aims to capitalize on the current profitability of Dogecoin mining, potentially generating annual revenues of up to $25 million and cash EBITDA of up to $12 million [2] - Caret Digital plans to develop up to 55MW of renewable-powered mining capacity, which could yield revenues of up to $150 million annually from Dogecoin mining [3] Company Overview - VivoPower, established in 2014 and listed on Nasdaq since 2016, focuses on sustainable energy solutions, including electric solutions for customized fleet applications and ancillary services [4] - Caret Digital operates under a Power-to-X strategy, developing renewable power infrastructure integrated with high energy consumption use cases, specifically for Dogecoin mining [5]

Core Viewpoint - VivoPower International PLC has secured a CAD$140 million (approximately US$100 million) investment commitment from GEM Global Yield LLC SCS to support its subsidiary Caret Digital's Power-to-X strategy, which includes the mining of DOGE coin and the development of AI-enabled data centers [1][2]. Group 1: Investment Details - The investment is structured as a share subscription facility and is contingent upon Caret Digital's listing on a Canadian stock exchange [1]. - GEM's shareholding in VivoPower will be capped at 9.9%, ensuring that the investment is non-dilutive for existing VivoPower shareholders [1]. - The funds will be allocated to Caret Digital's initiatives, including the first phase focused on data center infrastructure for DOGE coin mining and the second phase aimed at AI-enabled data centers [1][5]. Group 2: Corporate Actions - VivoPower shareholders approved a spin-off of Caret Digital and a special dividend during the Annual General Meeting in December 2023 [3]. - Further updates regarding the spin-off process and its implications for VivoPower and its stakeholders will be provided [3]. Group 3: Company Background - VivoPower, established in 2014 and listed on Nasdaq since 2016, is a global sustainable energy solutions company focused on electric solutions and decarbonization [4]. - Caret Digital, a wholly owned subsidiary of VivoPower, is developing renewable power infrastructure integrated with high energy consumption use cases [5]. Group 4: GEM Overview - GEM Global Emerging Markets is a $3.4 billion alternative investment group with a focus on emerging markets and has completed over 580 transactions across 70 countries [6].

Company Recognition - VivoPower has been included in the Real Leaders Top Impact Companies for 2025, marking its fifth consecutive year of recognition [1] - The company is recognized for its commitment to innovation, environmental stewardship, and social responsibility [1] - VivoPower is a certified B Corporation, operating at the intersection of purpose and profit, demonstrating measurable global impact [2] Competition and Criteria - The 2025 Real Leaders Top Impact Companies competition received over 300 qualifying applications from more than 15 countries [3] - Companies were evaluated based on growth, revenue, and the six pillars of I.M.P.A.C.T.: Intention, Model, People, Accountability, Collaboration, and Transformation [3] - Stricter criteria, including a higher revenue threshold and rigorous impact evaluations, were applied this year [3] Sustainability and Energy Solutions - VivoPower specializes in sustainable energy solutions, including electric vehicle fleet solutions, renewable energy systems, and energy storage solutions [4] - The company focuses on reducing carbon footprints and enhancing energy efficiency to contribute to a more sustainable and equitable energy ecosystem [4] - VivoPower aims to empower communities and businesses to transition to clean energy sources [4] B Corporation Certification - VivoPower's B Corporation certification highlights its rigorous standards of social and environmental performance, accountability, and transparency [5] - The company integrates sustainability into every aspect of its operations, from responsible material sourcing to designing efficient, low-waste products [6] Industry Leadership and Collaboration - VivoPower is recognized as a leader in the sustainable energy sector and is part of a global community of changemakers united by a shared vision of creating a better world through business [7] - The company is committed to collaboration and innovation, sharing best practices and fostering partnerships to amplify its impact and accelerate the transition to a greener economy [8] Company Background - VivoPower was established in 2014 and has been listed on Nasdaq since 2016 [11] - The company provides turnkey decarbonisation solutions, enabling customers to move toward net-zero carbon status [11] - VivoPower operates in multiple countries, including Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates [11] Real Leaders Overview - Real Leaders is the fastest-growing community for impact-driven leaders, advocating for purpose-driven business since 2010 [10] - The organization promotes responsible leadership that prioritizes employees, society, and the planet alongside profit [10] - Real Leaders is a Certified B Corporation and a member of the UN Global Compact [10]

Core Points - VivoPower International PLC has filed its 2024 Annual Report on Form 20-F following the successful completion of an independent audit for the year ended June 30, 2024 [1] - The filing rectifies prior non-compliance with NASDAQ listing requirements, specifically Listing Rule 5250(c)(1), which was caused by delays due to significant strategic changes, including the divestiture of business units [2] - VivoPower, established in 2014 and listed on NASDAQ since 2016, focuses on providing sustainable energy solutions, particularly electric solutions for customized fleet applications, and aims to help customers achieve net-zero carbon status [3]

Financial Performance - For the fiscal year ended June 30, 2024, the company reported a loss of $46.7 million, compared to losses of $24.4 million and $22.1 million for the years ended June 30, 2023 and 2022, respectively[35]. - As of June 30, 2024, the company had a net current liability position of $39.8 million, indicating that short-term obligations exceed available resources[35]. - The company experienced substantial losses and may not have sufficient liquidity to sustain operations if it fails to raise additional financing or generate adequate revenue[34]. - For the audited year period ended June 30, 2024, debt obligations amounted to $29.1 million, a decrease from $32.4 million in the previous year[93]. - The company may face liquidity problems and might need to dispose of material assets to meet debt obligations[98]. - The company does not intend to pay any dividends on its Ordinary Shares in the foreseeable future[114]. Growth Strategy - The company anticipates significant fluctuations in operating costs and revenues as it continues to design, develop, and manufacture new products and expand production capacity[30]. - The company requires additional financing to execute its growth strategy, which may not be available on favorable terms, potentially impacting operations and financial obligations[33]. - The company is pursuing strategic measures to address its net current liability position, including raising capital, reducing cash burn rate, and negotiating payment plans with creditors[33]. - The company is actively seeking strategic acquisitions and partnerships to enhance market penetration and revenue growth, but such efforts carry inherent risks[46]. - The company plans to expand significantly in the commercial electric vehicle market, focusing on sectors such as mining, infrastructure, and government services, which may increase operational and capital expenditures[63]. - The company is targeting significant growth over the next 5 years, driven by electrification of fleet vehicles and corporate net zero carbon goals[95]. - The company expects significant stress on operations and working capital requirements to support growth over the next 12 to 36 months[96]. Market and Competition - The company faces competition from entities with greater financial and technological resources, which could adversely affect its market position and profitability[38]. - The market acceptance of Tembo's zero-emission vehicles is crucial for future growth, particularly in the mining and infrastructure sectors[67]. - The company is exploring expansion into new and developing markets, which presents risks such as regulatory changes and political instability[142]. Operational Risks - The company faces operational risks related to scaling up assembly and delivery capabilities, including supply chain shortages and safety compliance[73]. - The company may incur unexpected warranty and performance guarantee claims that could materially affect its financial condition or results of operations[54]. - Warranty reserves are based on management's estimates of projected costs, which are inherently uncertain and could materially impact financial condition if claims exceed reserves[56]. - The company faces risks related to natural disasters, health epidemics, and geopolitical factors that could disrupt operations and business continuity[127][128]. - Economic volatility from events like COVID-19 and geopolitical tensions, such as Russia's invasion of Ukraine, is contributing to rising global inflation, adversely affecting economic activity and the company's business[131]. Regulatory and Compliance - The company is subject to various anti-corruption laws, including the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act, which could impact its operations and financial condition if not complied with[202][203]. - The GDPR imposes potential fines of up to €20 million or 4% of annual global revenues for noncompliance, whichever is greater[163]. - Changes in accounting estimates could significantly affect the financial statement presentation and stock price[166]. - The company reports financial results under IFRS, which may differ significantly from U.S. GAAP, affecting comparability with U.S.-based companies[167][168]. - Regulations governing the electric utility industry may adversely affect demand for sustainable energy solutions, impacting financial results[171]. - Changes in tax laws or regulations could negatively impact the company's profitability and cash flow[183]. Financing and Investment - The company has historically relied on vendor financing, which may not be guaranteed in the future[101]. - The company relies on third-party financing, and any deterioration in economic conditions could adversely affect access to financing on attractive terms[148][150]. - The financial viability of solar projects depends on securing power purchase agreements, which require regulatory approval[180]. - The Inflation Reduction Act of 2022 increased investment tax credits (ITCs) to 30% for solar projects starting construction before January 1, 2025, which is crucial for the economic viability of U.S. solar development projects[196]. - The fair market value of investments in U.S. solar projects may fluctuate, potentially leading to impairment charges that could adversely affect financial results[82]. Shareholder and Corporate Governance - The largest shareholder, AWN Holdings Limited, owns approximately 20.1% of the company's outstanding Ordinary Shares, exerting substantial influence over corporate decisions[124]. - The company signed a heads of agreement to merge with Cactus Acquisition Corp. at a pre-money equity valuation of $838 million[105]. - The trading price of the company's Ordinary Shares has experienced high volatility, with an intra-day high of $9.90 and a low of $1.02 during FY24[107]. - The company received a 180-day extension from Nasdaq to regain compliance with the minimum bid price requirement, with a deadline of October 23, 2023[117]. - The company announced a one-for-ten reverse stock split to meet Nasdaq's minimum bid price requirement, effective October 6, 2023[117]. Human Resources - VivoPower's growth plan requires hiring additional personnel, particularly in engineering roles, to achieve its business objectives, especially for Tembo[213]. - The company faces risks related to attracting and retaining key personnel, which is critical for its future success[210][215]. Legal Matters - The litigation with the William Q. Richards Estate was settled with a payment of $50,000, followed by 12 monthly payments of $14,583.33, and a litigation provision of $0.2 million was made in the accounts at the end of FY24[199]. - VivoPower's operations may be affected by costly litigation and regulatory proceedings, which require significant management attention and resources[197][201].

Financial Data and Key Metrics - Revenue declined year-on-year due to the decline in the critical power business, impacted by a lower Australian dollar and reduced market activity [16] - Gross profit returned to positive, and adjusted EBITDA improved from negative 9 9 to negative 7, despite impairments of 30 million related to the sale of tangible assets and critical power business units [17] - Net debt reduced from 31 8 million to 28 9 million, with a focus on further reduction over the next 12 months [19] Business Line Performance - The exit of Aevitas Critical Power Solutions in Australia was completed in July, driven by adverse effects from climate change events, labor shortages, and high inflation [3][4] - Tembo's supply chain transformation has reduced material costs and improved demand, with new product lines like Jeepney kits and the full electric Tembo Tusker introduced [6][8] - Caret Digital is focusing on Doge mining, with potential revenue of up to 25 million and EBITDA of up to 10 million from initial operations, and plans for a 55-megawatt renewable power facility in Texas [13][53] Market Performance - Tembo's electric vehicles, including the Tusker, have been tested in real-life scenarios across industries like waste management and infrastructure, with homologation approval secured in Australia [20][25] - The Jeepney electrification program in the Philippines aims to rejuvenate the iconic industry, with partnerships and financing solutions in place to support the transition [28][35] - The e-pound conversion business has seen significant cost reductions and increased agility, with operations expanding to India, Australia, and the UAE [36][38] Strategic Direction and Industry Competition - The company is focused on delivering the triple bottom line of people, profit, and planet, with a strong emphasis on sustainability and innovation [15] - Tembo's SPAC deal with Cactus Acquisition Corporation is progressing, aiming to list Tembo as a separate entity, which is a precondition for a fast reverse merger [9][10] - Caret Digital's Power-to-X strategy is centered on digital asset mining, with plans for vertically integrated renewable power data centers to support crypto mining [49][54] Management Commentary on Operating Environment and Future Outlook - The company acknowledges a challenging year but highlights positive developments, including supply chain improvements and new product launches, positioning it for future revenue and profitability [2][58] - Management is evaluating strategic options for Caret Digital, including spin-offs, reverse mergers, or retaining the business, with a focus on maximizing shareholder value [56] Other Key Information - The company has raised 6 9 million in net proceeds from institutional investors and family offices to reduce debt and fund working capital [11] - Training for EV drivers and fleet managers is a key focus, with the Tembo EV Academy set to launch programs in early 2025 [47][48] Q&A Session - No specific questions were asked during the Q&A session, but the company reiterated its commitment to converting ongoing developments into revenue and profitability [58]

Core Insights - Tembo E-LV B.V. has formed a definitive partnership with Sarao Motors to provide electric jeepneys in the Philippines, aiming to modernize the public transport sector while preserving cultural heritage [1][5][10] - The partnership will leverage Tembo's electric jeepney kits, which are already en route to Sarao's headquarters, to electrify the next generation of public utility jeepneys [2][4] Company Overview - Sarao Motors, established in 1953, is a leading manufacturer of jeepneys in the Philippines, known for its colorful designs and cultural significance [3][10] - VivoPower, the parent company of Tembo, is a global sustainable energy solutions provider focused on electric solutions and has operations in multiple countries including the Philippines [7][8] Industry Context - Jeepneys account for approximately one-third of carbon emissions in the Philippines, highlighting the need for sustainable transport solutions [1] - The partnership aims to create local jobs and opportunities while transitioning the jeepney industry towards electrification and sustainability [5][6]

Core Points - VivoPower International PLC has successfully closed its F-1 offering, issuing 3,200,000 Ordinary Shares to institutional investors, with the offering terminated on September 27, 2024 [1][2] - The offering generated approximately $4 million in gross proceeds, which will be allocated to debt reduction and funding inventory for customer orders [2] - The company has transitioned to a capital light business model, reducing the need for assembly and manufacturing facilities by leveraging its strategic supply chain across Asia [2] Company Overview - VivoPower, established in 2014 and listed on Nasdaq since 2016, is a global sustainable energy solutions B Corporation focused on electric solutions for customized fleet applications, along with ancillary financing, charging, battery, and microgrid solutions [5][6] - The company's core purpose is to provide turnkey decarbonization solutions, helping customers achieve net-zero carbon status, with operations in multiple countries including Australia, Canada, the Netherlands, the UK, the US, the Philippines, and the UAE [6]

Core Insights - The UK government has introduced significant incentives for the clean energy sector, particularly focusing on green hydrogen, with a total budget of US$21 billion allocated to the Great British Energy unit and the National Wealth Fund [3][4]. - VivoPower has entered into a strategic agreement to merge with Future Automotive Solutions and Technologies (FAST), a Canadian hydrogen technology company, with the merger expected to enhance VivoPower's position in the hydrogen market [1][6]. - The combined entity will remain headquartered in the UK to qualify for government incentives and support the UK's goal of achieving net zero carbon emissions by 2030 [3][4]. Investment and Market Context - Investment in the UK clean energy transition sector surged by 84% year-on-year in 2023, positioning the UK as the fourth-largest market globally for clean energy investments [4]. - The UK government has reaffirmed its commitment to decarbonizing electricity generation and has reinstated a ban on the sale of diesel and petrol vehicles by 2030, which is expected to drive further investment in green technologies [3]. Merger Structure and Valuation - The proposed merger structure indicates that VivoPower will acquire FAST, resulting in a combined entity valued at approximately US$1.13 billion, with VivoPower shareholders holding 49% and FAST shareholders holding 51% [5][6]. - VivoPower will issue restricted shares as consideration for the merger, and insiders will commit to a lock-up of their shares in the merged entity [7]. Company Profiles - VivoPower, established in 2014 and listed on Nasdaq since 2016, focuses on sustainable energy solutions, including electric solutions for various applications and aims to provide turnkey decarbonization solutions [8]. - FAST specializes in hydrogen technology, developing vehicles powered by hydrogen and conversion platforms for existing gasoline and diesel vehicles [9].

Group 1: Core Insights - The UK government has introduced significant incentives for the clean energy sector, particularly focusing on green hydrogen, with a combined budget of US$21 billion allocated to the Great British Energy unit and the National Wealth Fund [3][4]. - VivoPower has entered into a strategic agreement to merge with Future Automotive Solutions and Technologies (FAST), a Canadian hydrogen conversion technology company, with the merger being exclusive for 90 days but non-binding [1][5]. - The pro forma combined company is valued at an equity valuation of US$1.13 billion, with VivoPower shareholders holding 49% valued at US$556 million and FAST shareholders owning 51% valued at US$578 million [6]. Group 2: Company and Industry Overview - VivoPower, established in 2014 and listed on Nasdaq since 2016, focuses on sustainable energy solutions, including electric solutions for customized fleet applications and ancillary services [6][7]. - FAST is a Canadian company that develops hydrogen technologies, including vehicles powered by hydrogen internal combustion engines and conversion platforms for gasoline and diesel vehicles [8]. - The UK government aims to decarbonize electricity generation to achieve net zero carbon emissions by 2030 and has reinstated a ban on the sale of diesel and petrol vehicles by 2030 [3].