Unaudited Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Loss Profit and Loss Overview For the six months ended June 30, 2023, the company achieved a net profit of $163,585, a significant improvement from the $1,462,501 loss in the prior year, driven by product sales and a large gain from warrant value changes Profit and Loss Summary | Indicator | June 30, 2023 (USD) | June 30, 2022 (USD) | | :------------------------------------------------ | :------------------ | :------------------ | | Net Income | 304,208 | - | | Cost of Sales | (226,058) | - | | Gain from Fair Value of Derivative Financial Instruments | - | 1,658,274 | | Gain/(Loss) from Changes in Warrant Value | 2,367,292 | (863,426) | | Interest Income | 365,293 | 284,926 | | Other Income | 10,137 | 1,991 | | Depreciation and Amortization | (459,581) | (716,597) | | Employee Benefits Expense | (322,515) | (718,678) | | Finance Costs | (338,540) | (623,264) | | Professional and Consulting Fees | (820,400) | (514,286) | | Inventory Impairment Provision | (345,000) | - | | Allowance for Doubtful Debts | (133,433) | - | | Profit/(Loss) Before Tax | 163,585 | (1,462,501) | | Profit/(Loss) for the Period | 163,585 | (1,462,501) | | Profit/(Loss) for the Period Attributable to Owners of the Company | 567,743 | (918,534) | | Profit/(Loss) for the Period Attributable to Non-Controlling Interests | (404,158) | (543,967) | | Basic and Diluted Earnings Per Share | 0.273 | (0.667) | - The company achieved a net profit of $163,585 in H1 2023, compared to a loss of $1,462,501 in H1 2022, primarily due to a $2,367,292 gain from changes in warrant value2 - In H1 2023, the company's revenue primarily stemmed from goods sales totaling $304,208, with no such revenue in H1 20222 Unaudited Condensed Consolidated Statements of Financial Position Financial Position Overview As of June 30, 2023, total assets slightly decreased, but net assets increased, with a significant drop in cash and cash equivalents, an increase in trade and loan receivables, and a notable reduction in warrant liabilities Financial Position Summary | Indicator | June 30, 2023 (USD) | December 31, 2022 (USD) | | :-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | :------------------ | :---------------------- | | Assets | | | | Cash and Cash Equivalents | 9,591 | 50,536 | | Trade Receivables | 745,272 | 580,582 | | Other Receivables | 1,337,783 | 2,039,517 | | Inventories | 3,687,836 | 4,195,077 | | Loan Receivable | 7,072,944 | 6,902,000 | | Total Current Assets | 20,311,492 | 21,280,068 | | Plant and Equipment | 1,838,903 | 2,233,393 | | Intangible Assets | 804,297 | 869,388 | | Investment in an Associate | 91,414 | 175,507 | | Total Non-Current Assets | 16,995,460 | 17,539,134 | | Total Assets | 37,306,952 | 38,819,202 | | Liabilities | | | | Trade and Other Payables | 726,665 | 698,493 | | Convertible Promissory Notes | 5,412,973 | 5,118,173 | | Derivative Financial Instruments | 1,677,178 | 1,677,178 | | Total Current Liabilities | 7,816,816 | 7,493,844 | | Warrant Liabilities | 40,979 | 2,408,271 | | Total Liabilities | 7,857,795 | 9,902,115 | | Net Assets | 29,449,157 | 28,917,087 | | Equity and Reserves | | | | Issued Capital | 66,601,053 | 66,232,568 | | Accumulated Losses | (39,622,361) | (40,190,104) | | Equity Attributable to Owners of the Company | 27,566,772 | 26,630,544 | | Non-Controlling Interests | 1,882,385 | 2,286,543 | | Total Equity | 29,449,157 | 28,917,087 | - As of June 30, 2023, total assets were $37,306,952, a slight decrease from $38,819,202 as of December 31, 20224 - Cash and cash equivalents significantly decreased from $50,536 at year-end 2022 to $9,591 as of June 30, 20234 - Warrant liabilities significantly decreased from $2,408,271 at year-end 2022 to $40,979 as of June 30, 2023, contributing to a reduction in total liabilities4 Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity Equity Changes Overview For the six months ended June 30, 2023, total equity increased from $28,917,087 at the beginning of the period to $29,449,157, primarily due to profit for the period and new ordinary share issuance Equity Changes Summary | Indicator | Balance as of January 1, 2023 (USD) | Balance as of June 30, 2023 (USD) | | :----------------------------------------- | :-------------------------- | :------------------------ | | Issued Capital | 66,232,568 | 66,601,053 | | Accumulated Losses | (40,190,104) | (39,622,361) | | Other Reserves | 588,080 | 588,080 | | Equity Attributable to Owners of the Company | 26,630,544 | 27,566,772 | | Non-Controlling Interests | 2,286,543 | 1,882,385 | | Total Equity | 28,917,087 | 29,449,157 | | Profit/(Loss) for the Period Changes | | | | Profit for the Period Attributable to Owners of the Company | - | 567,743 | | Loss for the Period Attributable to Non-Controlling Interests | - | (404,158) | | New Ordinary Share Issuance | | 368,485 | - In H1 2023, the company's total equity increased by $532,070, rising from $28,917,087 to $29,449,1576 - The equity increase is primarily attributable to a profit for the period of $163,585 (of which $567,743 is attributable to owners of the company) and $368,485 from new ordinary share issuance6 Unaudited Condensed Consolidated Statements of Cash Flows Cash Flow Overview For the six months ended June 30, 2023, operating cash outflows significantly decreased, investment cash outflows were zero, and financing cash inflows substantially declined, with cash and cash equivalents falling from $50,536 to $9,591 Cash Flow Summary | Indicator | June 30, 2023 (USD) | June 30, 2022 (USD) | | :----------------------------------------- | :------------------ | :------------------ | | Net Cash Outflow from Operating Activities | (409,430) | (6,967,002) | | Net Cash Outflow from Investing Activities | - | (11,317,506) | | Net Cash Inflow from Financing Activities | 368,485 | 18,206,470 | | Net Decrease in Cash and Cash Equivalents | (40,945) | (78,038) | | Cash and Cash Equivalents at Beginning of Period | 50,536 | 317,307 | | Cash and Cash Equivalents at End of Period | 9,591 | 239,269 | - In H1 2023, net cash outflow from operating activities was $409,430, a significant reduction from $6,967,002 in H1 20227 - There were no cash outflows from investing activities in H1 2023, compared to a net outflow of $11,317,506 in H1 2022, primarily for laminated production equipment deposits and plant and equipment purchases7 - Net cash inflow from financing activities significantly decreased from $18,206,470 in H1 2022 to $368,485 in H1 2023, mainly due to reduced proceeds from share issuance7 Notes to the Unaudited Condensed Consolidated Financial Statements 1. Basis of Preparation of Unaudited Condensed Consolidated Financial Statements These unaudited condensed consolidated financial statements are prepared under IFRS IAS 34 "Interim Financial Reporting," using the accrual basis and historical cost, with fair value revaluation for selected non-current assets, financial assets, and liabilities, while the company addresses significant going concern uncertainties through equity and/or debt financing - The financial statements are prepared in accordance with IFRS IAS 34 "Interim Financial Reporting," using the accrual basis and historical cost method, with fair value revaluation for selected non-current assets, financial assets, and financial liabilities89 - As of June 30, 2023, the Group had accumulated losses of $39,622,361 and cash outflows from operating activities of $409,430, indicating significant uncertainties that may cast substantial doubt on its ability to continue as a going concern910 - Management plans to continue raising funds through equity and/or debt securities and seek additional capital in public equity markets to support operations, product development, and strategic collaborations, addressing liquidity concerns12 Going Concern The company faces significant going concern uncertainties due to accumulated losses and operating cash outflows, with management planning to sustain operations through ongoing financing and revenue generation, though success is not guaranteed - As of June 30, 2023, the Group had accumulated losses of $39,622,361 and cash outflows from operating activities of $409,430, indicating significant uncertainties that may cast substantial doubt on its ability to continue as a going concern910 - Management plans to continue raising funds through equity and/or debt securities and seek additional capital in public equity markets to support operations, product development, and strategic collaborations12 - Management believes that, based on current cash outflow rates, cash on hand, and short-term borrowings, existing cash may be insufficient to meet working capital requirements for the next twelve months12 Foreign Currency Translation Effective January 1, 2023, the company changed its functional currency from AUD to USD to reflect increased international operations and USD exposure, while its self-sustaining Malaysian operations maintain MYR as their functional currency - Effective January 1, 2023, the company changed its functional currency from Australian Dollars (AUD) to US Dollars (USD) to reflect its growing international operations and increased exposure to USD1420 - The Malaysian operations are considered self-sustaining, with their functional currency being the Malaysian Ringgit (MYR), while the functional currency for the remaining operations is USD20 - The change in functional currency had no material impact on the net profit for the period, as most assets and liabilities are denominated in USD21 Changes in Accounting Policies Several new, revised, or amended accounting standards and interpretations, including revisions to IAS 16, IFRS 3, IAS 37, IFRS 1, and IFRS 9, were adopted this period, none of which had a material impact on the Group's condensed consolidated financial statements - Revisions to IAS 16 "Property, Plant and Equipment: Proceeds before Intended Use" were adopted this period, prohibiting the deduction of proceeds from selling items produced while bringing an asset to the location and condition necessary for it to be capable of operating in the manner intended by management from the cost of the asset22 - Amendments to IFRS 3 "Business Combinations" clarified that contingent assets do not qualify for recognition at the acquisition date and adjusted recognition principles for certain liabilities24 - Revisions to IAS 37 "Onerous Contracts – Cost of Fulfilling a Contract" clarified that when assessing whether a contract is onerous, directly incremental costs of fulfilling the contract and an allocation of other costs directly related to activities to fulfill the contract should be included26 - Amendments to IFRS 9 "Financial Instruments" clarified that fees paid or received between a borrower and a lender should be included when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability27 - All the aforementioned revisions had no material impact on the Group's condensed unaudited consolidated financial statements232528 2. Use of Judgements and Estimates Management made judgments and estimates impacting accounting policy application and reported amounts of assets, liabilities, income, and expenses, primarily in inventory valuation (lower of cost and net realizable value) and associate accounting (equity method) - Inventories are valued at the lower of cost and net realizable value, where net realizable value is the estimated selling price less estimated costs of completion and selling expenses29 - The results, assets, and liabilities of associates are accounted for using the equity method, unless the investment is classified as held for sale30 3. Operating Segments As of June 30, 2023, the Group operated six segments: electronic glass, nano-coated panels and air filters, halal products, consulting, NFTs, and corporate, with executive directors reviewing performance based on EBITDA, and H1 2023 total revenue of $3,046,930 primarily from warrant value changes and halal product sales - As of June 30, 2023, the Group had six operating segments: electronic glass sales, nano-coated panels and air filter sales, halal product sales, consulting services, NFTs, and corporate activities31 Operating Segments Performance | Indicator | June 30, 2023 (USD) | June 30, 2022 (USD) | | :----------------------------------------- | :------------------ | :------------------ | | Revenue | | | | Sales to External Customers (Halal Products) | 304,208 | - | | Gain from Changes in Warrant Value | 2,367,292 | - | | Interest Income | 365,293 | 284,926 | | Other Income | 10,137 | 1,991 | | Total Revenue | 3,046,930 | 1,945,192 | | EBITDA | 961,706 | 810,826 | | Profit/(Loss) After Tax | 163,585 | (1,462,501) | | Assets | | | | Electronic Glass Sales Segment Assets | 14,260,846 | 14,260,846 | | Nano-Coated Panels and Air Filter Products Sales Segment Assets | 3,360,421 | 3,790,116 | | Halal Products Sales Segment Assets | 2,807,622 | 3,556,889 | | Corporate Segment Assets | 16,572,601 | 16,845,654 | | Total Assets | 37,306,952 | 38,819,202 | | Liabilities | | | | Corporate Segment Liabilities | (7,156,660) | (9,550,160) | | Total Liabilities | (7,857,795) | (9,902,115) | - In H1 2023, total revenue was $3,046,930, with halal product sales contributing $304,208 and gains from changes in warrant value contributing $2,367,29233 - EBITDA for H1 2023 was $961,706, an increase from $810,826 in H1 20223334 4. Revenue For the six months ended June 30, 2023, the company's revenue primarily derived from halal product sales totaling $304,208, with no such revenue in the prior year Revenue Sources | Revenue Source | June 30, 2023 (USD) | June 30, 2022 (USD) | | :----------------- | :------------------ | :------------------ | | Halal Product Sales | 304,208 | - | - In H1 2023, halal product sales were the company's sole revenue source, amounting to $304,20835 5. Other Income For the six months ended June 30, 2023, the company's other income primarily consisted of management consulting fees totaling $10,137, compared to miscellaneous income in the prior year Other Income Sources | Other Income Source | June 30, 2023 (USD) | June 30, 2022 (USD) | | :--------------------- | :------------------ | :------------------ | | Management Consulting Fee Income | 10,137 | - | | Miscellaneous Income | - | 1,991 | | Total | 10,137 | 1,991 | - In H1 2023, management consulting fee income of $10,137 became the primary source of "Other Income"35 6. Finance Costs For the six months ended June 30, 2023, total finance costs were $338,540, a significant decrease from $623,264 in the prior year, primarily due to reduced interest on convertible promissory notes Finance Cost Items | Finance Cost Item | June 30, 2023 (USD) | June 30, 2022 (USD) | | :------------------------- | :------------------ | :------------------ | | Short-Term Loan Interest | 43,740 | 12,603 | | Finance Lease Liability Interest | - | 69,364 | | Convertible Promissory Note Interest | 294,800 | 541,297 | | Total | 338,540 | 623,264 | - In H1 2023, interest on convertible promissory notes was $294,800, a substantial decrease from $541,297 in H1 202236 - Interest on finance lease liabilities was zero in H1 2023, compared to $69,364 in H1 202236 7. Income Tax Expense For the six months ended June 30, 2023, the company incurred no income tax expense, with the reconciliation between profit/loss before tax and income tax expense showing zero due to unrecognised deferred tax temporary differences Income Tax Expense Reconciliation | Indicator | June 30, 2023 (USD) | June 30, 2022 (USD) | | :-------------------------------------- | :------------------ | :------------------ | | Profit/(Loss) Before Tax | 165,585 | (1,462,501) | | Income Tax Benefit on Loss Before Tax at 30% | - | 438,750 | | Overseas Tax Rate Differences | - | 961,893 | | Less: Unrecognized Deferred Tax Temporary Differences for the Period | (165,585) | (1,400,643) | | Income Tax Expense | - | - | - In H1 2023, the company's income tax expense was zero, consistent with H1 20223738 - Despite a profit before tax of $165,585 in H1 2023, income tax expense remained zero due to unrecognised deferred tax temporary differences38 8. Dividends For the six months ended June 30, 2023, the company neither declared nor paid any dividends, consistent with the prior year - In H1 2023, the company neither declared nor paid any dividends40 9. Earnings / (Loss) Per Share For the six months ended June 30, 2023, basic and diluted earnings per share improved significantly to $0.273 from a loss of $0.667 in the prior year, driven by increased profit attributable to shareholders and a higher weighted average number of ordinary shares Earnings Per Share Summary | Indicator | June 30, 2023 (USD) | June 30, 2022 (USD) | | :-------------------------------------- | :------------------ | :------------------ | | Basic and Diluted Earnings/(Loss) Per Share | 0.273 | (0.667) | | Profit/(Loss) After Tax Attributable to Shareholders | 567,743 | (918,534) | | Weighted Average Number of Ordinary Shares (Shares) | 2,077,262 | 1,377,212 | - In H1 2023, basic and diluted earnings per share were $0.273, compared to a loss per share of $0.667 in H1 202240 - Profit/(loss) after tax attributable to shareholders shifted from a loss of $918,534 in H1 2022 to a profit of $567,743 in H1 202340 - The weighted average number of ordinary shares increased from 1,377,212 in H1 2022 to 2,077,262 in H1 20234041 10. Trade and Other Receivables As of June 30, 2023, total trade and other receivables, net of allowance for doubtful debts, decreased to $2,083,055 from $2,620,099 at December 31, 2022, with a significant increase in the allowance for doubtful debts Trade and Other Receivables | Receivable Item | June 30, 2023 (USD) | December 31, 2022 (USD) | | :------------------------- | :------------------ | :---------------------- | | Trade Receivables | 905,883 | 649,168 | | Other Receivables | 1,337,783 | 2,039,517 | | Subtotal | 2,243,666 | 2,688,685 | | Less: Allowance for Doubtful Debts | (160,611) | (68,586) | | Total | 2,083,055 | 2,620,099 | - Trade receivables increased from $649,168 at year-end 2022 to $905,883 as of June 30, 202342 - Other receivables decreased from $2,039,517 at year-end 2022 to $1,337,783 as of June 30, 202342 - The allowance for doubtful debts increased from $68,586 at year-end 2022 to $160,611 as of June 30, 202342 11. Inventories As of June 30, 2023, net inventories decreased to $3,687,836 from $4,195,077 at December 31, 2022, driven by a reduction in finished goods for halal products and an increase in inventory obsolescence provision Inventory Items | Inventory Item | June 30, 2023 (USD) | December 31, 2022 (USD) | | :--------------------------------- | :------------------ | :---------------------- | | Finished Goods - Halal Products | 124,732 | 350,252 | | Finished Goods - Displays and Other Products | 4,600,000 | 4,600,000 | | Inventory Obsolescence Provision | (1,036,896) | (755,175) | | Total (Net of Provision) | 3,687,836 | 4,195,077 | - Finished goods for halal products decreased from $350,252 at year-end 2022 to $124,732 as of June 30, 202343 - The inventory obsolescence provision increased from $755,175 at year-end 2022 to $1,036,896 as of June 30, 202343 12. Other Assets As of June 30, 2023, total other current assets slightly decreased to $1,624,722 from $1,695,707 at December 31, 2022, with prepayments reduced to zero Other Asset Items | Other Asset Item | June 30, 2023 (USD) | December 31, 2022 (USD) | | :----------------- | :------------------ | :---------------------- | | Prepayments | - | 41,406 | | Trade Deposits | 313,920 | 343,500 | | Other Deposits | 1,310,616 | 1,310,615 | | VAT Receivable | 186 | 186 | | Total | 1,624,722 | 1,695,707 | - Prepayments decreased from $41,406 at year-end 2022 to zero as of June 30, 202343 13. Loan Receivable As of June 30, 2023, total loan receivable increased to $7,072,944 from $6,902,000 at December 31, 2022, primarily due to accrued interest, stemming from the September 2022 sale of eGlass Technologies Ltd. with a 5% annual interest rate and conditional convertibility into eGlass shares Loan Receivable Details | Loan Receivable Item | June 30, 2023 (USD) | December 31, 2022 (USD) | | :----------------- | :------------------ | :---------------------- | | Loan Receivable | 6,800,000 | 6,800,000 | | Accrued Interest on Loan Receivable | 272,944 | 102,000 | | Total | 7,072,944 | 6,902,000 | - Accrued interest on the loan receivable increased from $102,000 at year-end 2022 to $272,944 as of June 30, 202344 - The loan originated from the September 2022 sale of eGlass Technologies Ltd. for $6.8 million, carries a 5% annual interest rate, and is convertible into eGlass shares upon its ASX listing44 14. Amounts Due From Former Group Companies As of June 30, 2023, amounts due from former group companies slightly decreased to $5,248,715 from $5,339,834 at December 31, 2022, including $5.5 million non-interest-bearing, unsecured amounts related to convertible notes issued by the company, and other unsecured, 5% annual interest, repayable on demand amounts - As of June 30, 2023, amounts due from former group companies were $5,248,715, a slight decrease from $5,339,834 as of December 31, 20224 - This includes $5.5 million related to convertible notes issued by the company, which are non-interest-bearing, unsecured, and payable on the convertible notes' maturity date45 - Other amounts due from former group companies are unsecured, bear interest at 5% per annum, and are repayable on demand45 15. Plant and Equipment As of June 30, 2023, the company's net plant and equipment decreased to $1,838,903 from $2,233,393 at December 31, 2022, primarily due to $394,490 in depreciation expense recognized during the period Plant and Equipment Details | Plant and Equipment Item | June 30, 2023 (USD) | December 31, 2022 (USD) | | :----------------------- | :------------------ | :---------------------- | | Office Furniture and Equipment Cost | 14,799 | 14,799 | | Machinery Cost | 3,920,000 | 3,920,000 | | Total Cost | 3,934,799 | 3,934,799 | | Accumulated Depreciation | (2,095,896) | (1,701,406) | | Net Book Value | 1,838,903 | 2,233,393 | | Depreciation for the Period | (394,490) | - | - In H1 2023, depreciation expense for plant and equipment amounted to $394,49046 - As of June 30, 2023, the net value of machinery was $1,829,333, and office furniture and equipment was $9,57046 16. Intangible Assets As of June 30, 2023, the company's net intangible assets decreased to $804,297 from $869,388 at December 31, 2022, primarily due to $65,091 in amortization expense recognized during the period Intangible Assets Details | Intangible Asset Item | June 30, 2023 (USD) | December 31, 2022 (USD) | | :----------------------- | :------------------ | :---------------------- | | Technology and Know-How Cost | 666,667 | 666,667 | | Software and Licenses Cost | 374,786 | 374,786 | | Total Cost | 1,041,453 | 1,041,453 | | Accumulated Amortization | (237,156) | (172,065) | | Net Book Value | 804,297 | 869,388 | | Amortization for the Period | (65,091) | - | - In H1 2023, intangible asset amortization expense was $65,091, comprising $41,667 for technology and know-how and $23,424 for software and licenses48 - As of June 30, 2023, the net value of technology and know-how was $497,222, and software and licenses was $307,07548 17. Investment in an Associate As of June 30, 2023, the company's investment in Greifenberg Digital Limited, a Canadian-registered investment holding company with a 23.96% ownership, decreased to $91,414 from $175,505 at December 31, 2022 Investment in Associate and Financial Information | Indicator | June 30, 2023 (USD) | December 31, 2022 (USD) | | :-------------------------------------- | :------------------ | :---------------------- | | Investment in an Associate | 91,414 | 175,505 | | Amount Due From an Associate | 584,629 | 476,815 | | Total | 676,043 | 652,320 | | Associate Financial Information (Greifenberg Digital Limited) | | | | Current Assets | 116,976 | 85,419 | | Non-Current Assets | 1,564,276 | 1,656,298 | | Current Liabilities | (1,274,094) | (983,596) | | Equity | 407,158 | 758,121 | | Revenue | 59,942 | 90,000 | | Loss from Continuing Operations | (410,914) | (955,548) | | Loss and Total Comprehensive Loss for the Period | (350,972) | (865,548) | - The company's investment in associate Greifenberg Digital Limited decreased from $175,505 at year-end 2022 to $91,414 as of June 30, 202349 - Greifenberg Digital Limited is a Canadian-registered investment holding company, with the company holding a 23.96% ownership interest50 - Greifenberg Digital Limited generated $59,942 in revenue and incurred a loss of $350,972 in H1 202351 18. Amount Due From an Associate As of June 30, 2023, the amount due from an associate increased to $584,629 from $476,815 at December 31, 2022, representing a non-trade, unsecured, 7% annual interest-bearing, and repayable on demand balance Amount Due From an Associate | Amount Due From an Associate | June 30, 2023 (USD) | December 31, 2022 (USD) | | :------------------------- | :------------------ | :---------------------- | | Amount Due From an Associate | 584,629 | 476,815 | - The amount due from an associate increased from $476,815 at year-end 2022 to $584,629 as of June 30, 202352 - This amount is non-trade in nature, unsecured, bears interest at 7% per annum, and is repayable on demand52 19. Trade and Other Liabilities As of June 30, 2023, total trade and other liabilities slightly increased to $726,665 from $698,493 at December 31, 2022, with a notable decrease in amounts due to directors offset by increases in other payables and consulting fees Trade and Other Liabilities | Liability Item | June 30, 2023 (USD) | December 31, 2022 (USD) | | :------------------------- | :------------------ | :---------------------- | | Trade Payables | 111,871 | 98,515 | | Accrued Expenses | 60,867 | 57,077 | | Amounts Due to Directors | 64,816 | 275,844 | | Consulting Fees | 62,057 | 2,053 | | Other Payables | 427,054 | 265,004 | | Total | 726,665 | 698,493 | - Amounts due to directors decreased from $275,844 at year-end 2022 to $64,816 as of June 30, 2023, being non-trade, unsecured, non-interest-bearing, and repayable on demand53 - Other payables increased from $265,004 at year-end 2022 to $427,054 as of June 30, 202353 - Consulting fees significantly increased from $2,053 at year-end 2022 to $62,057 as of June 30, 202353 20. Derivative Financial Instruments As of June 30, 2023, the carrying value of the company's derivative financial liabilities remained at $1,677,178, consistent with December 31, 2022, primarily comprising embedded derivatives in convertible promissory notes and fair value changes Derivative Financial Liabilities | Derivative Financial Liability Item | June 30, 2023 (USD) | December 31, 2022 (USD) | | :-------------------------------- | :------------------ | :---------------------- | | Carrying Value at Beginning of Year | - | 1,571,939 | | Derivatives Redeemed on Conversion of Convertible Promissory Notes | - | (1,571,939) | | Embedded Derivatives in Convertible Promissory Notes Issued | 589,600 | 589,600 | | Fair Value Changes of Derivative Financial Instruments | 1,087,578 | 1,087,578 | | Carrying Value at End of Year | 1,677,178 | 1,677,178 | - As of June 30, 2023, the carrying value of derivative financial liabilities was $1,677,178, remaining unchanged from December 31, 202254 - This liability includes $589,600 for embedded derivatives in convertible promissory notes and $1,087,578 for fair value changes54 21. Convertible Promissory Notes As of June 30, 2023, the carrying value of the company's convertible promissory notes increased to $5,412,973 from $5,118,173 at December 31, 2022, primarily due to accrued interest, with these approximately $5.5 million notes being non-interest-bearing, unsecured, convertible into eGlass or company shares under specific conditions, and accompanied by warrants Convertible Promissory Notes Details | Convertible Promissory Note Item | June 30, 2023 (USD) | December 31, 2022 (USD) | | :------------------------------- | :------------------ | :---------------------- | | Face Value of Convertible Promissory Notes Issued | 5,502,927 | 5,502,927 | | Debt Discount | (589,600) | (589,600) | | Liability Component at Initial Recognition | 4,913,327 | 4,913,327 | | Accrued Interest | 499,646 | 204,846 | | Carrying Value at End of Year | 5,412,973 | 5,118,173 | - Accrued interest on convertible promissory notes increased from $204,846 at year-end 2022 to $499,646 as of June 30, 202355 - These notes, totaling approximately $5.5 million, are non-interest-bearing, unsecured, and convertible into eGlass shares upon its ASX listing, or into company shares if not listed within one year5556 - Each noteholder will also receive warrants to subscribe for eGlass shares at the IPO price within one year of eGlass's listing56 22. Issued Capital As of June 30, 2023, the company had 2,125,169 ordinary shares issued, totaling $66,601,053 in share capital, with $368,485 raised from share issuance during the period, and share numbers in this report are retrospectively adjusted for a 1-for-10 share consolidation on October 16, 2023, to meet Nasdaq minimum bid price requirements Issued Capital Changes | Issued Capital Change Item | June 30, 2023 (Number of Shares) | June 30, 2023 (USD) | | :------------------------- | :------------------------------- | :------------------ | | Balance as of December 31, 2022 and January 1, 2023 | 2,052,360 | 66,232,568 | | Shares Issued for Services | 72,809 | 368,485 | | Balance as of June 30, 2023 | 2,125,169 | 66,601,053 | - As of June 30, 2023, the number of issued ordinary shares was 2,125,169, with total share capital amounting to $66,601,05357 - In H1 2023, the company issued 72,809 new shares for services, generating $368,48557 - The company implemented a 1-for-10 share consolidation on October 16, 2023, reducing issued shares from 21,486,202 to 2,148,501 to meet Nasdaq's minimum bid price requirement, with share numbers in this report retrospectively adjusted59 23. Commitments As of June 30, 2023, total irrevocable operating lease commitments increased to $29,956 from $22,263 at December 31, 2022, with $12,838 due within one year Commitments by Period | Commitment Period | June 30, 2023 (USD) | December 31, 2022 (USD) | | :------------------------- | :------------------ | :---------------------- | | Within One Year | 12,838 | 13,358 | | Second to Fifth Year (Inclusive) | 17,118 | 8,905 | | Total | 29,956 | 22,263 | - Total irrevocable operating lease commitments increased from $22,263 at year-end 2022 to $29,956 as of June 30, 202360 - Of these, $12,838 is due within one year, and $17,118 is due between the second and fifth years (inclusive)60 24. Reserves Other reserves represent capital contributions from non-controlling interests, amounting to $588,080 as of both June 30, 2023, and December 31, 2022 - Other reserves represent capital contributions from non-controlling interests, totaling $588,08061 25. Controlled Entities The company, as the parent entity, controls several subsidiaries including CIMC Marketing Pty. Limited, IMTE Asia Limited, IMTE Malaysia Limited, Itana Holdings Limited, Renfrew International Limited, Lonsdale International Limited, Merit Stone Limited, Ohho International Limited, Ouction Digital Limited, and World Integrated Supply Ecosystem Sdn. Bhd., with ownership ranging from 51% to 100% Controlled Entities | Subsidiary Name | Country/Region of Incorporation | Ownership Interest June 30, 2023 | Ownership Interest December 31, 2022 | | :--------------------------------------- | :------------------------------ | :------------------------------- | :----------------------------------- | | CIMC Marketing Pty. Limited | Australia | 100% | 100% | | IMTE Asia Limited | Hong Kong | 100% | 100% | | IMTE Malaysia Limited | Malaysia | 100% | 100% | | Itana Holdings Limited | Canada | 100% | 100% | | Renfrew International Limited | USA | 100% | 100% | | Lonsdale International Limited | USA | 100% | 100% | | Merit Stone Limited | British Virgin Islands | 100% | 100% | | Ohho International Limited | Canada | 51% | 51% | | Ouction Digital Limited | Canada | 60% | 60% | | World Integrated Supply Ecosystem Sdn. Bhd. | Malaysia | 60% | 60% | - The company owns multiple subsidiaries with varying ownership percentages, spanning Australia, Hong Kong, Malaysia, Canada, the United States, and the British Virgin Islands62 26. Related Party Transactions For the six months ended June 30, 2023, total compensation paid to key management personnel was $226,569, a decrease from $488,645 in the prior year Key Management Personnel Compensation | Compensation Type | June 30, 2023 (USD) | June 30, 2022 (USD) | | :----------------- | :------------------ | :------------------ | | Short-Term Benefits | 226,569 | 488,645 | | Post-Employment Benefits | - | - | | Total | 226,569 | 488,645 | - In H1 2023, short-term benefits paid to key management personnel amounted to $226,569, a reduction from $488,645 in H1 202263 27. Cash Flow Information For the six months ended June 30, 2023, net cash flow from changes in working capital significantly improved to $667,815 from a $5,342,027 net outflow in the prior year, primarily due to increased other receivables and decreased inventories Cash Flow from Working Capital Changes | Working Capital Change Item | June 30, 2023 (USD) | June 30, 2022 (USD) | | :--------------------------------- | :------------------ | :------------------ | | Other Assets | 29,579 | (378,939) | | Inventories | 162,241 | (4,470,785) | | Trade Receivables | (256,717) | 251,366 | | Other Receivables | 701,734 | 16,894 | | Amounts Due From an Associate | (88,313) | (201,696) | | Amounts Due From Former Group Companies | 91,119 | - | | Trade and Other Payables | 28,172 | (384,149) | | Amounts Due to Related Companies | - | (174,718) | | Net Cash Flow from Working Capital Changes | 667,815 | (5,342,027) | - In H1 2023, net cash flow from changes in working capital was $667,815, compared to a net outflow of $5,342,027 in H1 202264 - Increased other receivables ($701,734) and decreased inventories ($162,241) were key factors in the improved working capital cash flow in 202364 28. Events Occurring After the Reporting Date Post-reporting date, the company completed the acquisition of Teko Energy Pty Limited in July 2023, implemented a 1-for-10 share consolidation on October 16, 2023, to meet Nasdaq requirements, signed a $15 million convertible note purchase agreement on October 24, 2023, and issued shares in December 2023 for convertible note conversion and working capital - In July 2023, the company completed the acquisition of Teko Energy Pty Limited (subsequently renamed Itana Energy Pty Ltd.) and its 50% subsidiary, Admiral Energy Corporation Pty Ltd., for $750,000 through the issuance of 300,000 shares (post-consolidation)65 - On October 16, 2023, the company implemented a 1-for-10 share consolidation, reducing issued shares from 21,486,202 to 2,148,501 to meet Nasdaq's minimum bid price requirement66 - On October 24, 2023, the company entered into a $15 million convertible promissory note purchase agreement with Nextglass Solutions Inc., with the notes being non-interest-bearing, non-prepayable, having a 2-year term, and convertible into company shares at $1.42 per share67 - On December 19, 2023, the company issued 240,000 shares for the conversion of $600,000 in convertible promissory notes67 - On December 27, 2023, the Board approved raising up to $5 million at an issue price of $2.50 per share for working capital, subsequently entering into an agreement to issue 550,405 shares for total proceeds of $1,376,01368
IMT(IMTE) - 2023 Q4 - Annual Report