20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the fiscal year ended June 30, 2023

Commission file number 1-37974

VIVOPOWER INTERNATIONAL PLC

(Exact name of Registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

The Scalpel, 18th Floor, 52 Lime Street

London EC3M 7AF

United Kingdom

(Address of principal executive offices)

Kevin Chin, Chief Executive Officer

Tel: +44-203-667-5158

The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF, United Kingdom

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary Shares, nominal value $0.012 per share	VVPR	The Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or Ordinary Shares as of the close of the period covered by the annual report.

Ordinary Shares, nominal value $0.012 per share 25,788,260

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ☐     No   ☒

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒     No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   ☒     No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐             Accelerated filer  ☐          Non-accelerated filer  ☒            Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐  International Financial Reporting Standards as issued by the International Accounting Standards Board  ☒ Other ☐ 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    

Item 17   ☐     Item 18   ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

TABLE OF CONTENTS 

Introduction	1
Forward-Looking Statements	1
PART I	2
Item 1. Identity of Directors, Senior Management and Advisors	2
Item 2. Offer Statistics and Expected Timetable	2
Item 3. Key Information	2
A.     Selected Financial Data	2
B.     Capitalization and Indebtedness	2
C.     Reasons for the Offer and Use of Proceeds	2
D.     Risk Factors	2
Item 4. Information on the Company	20
A.     History and Development of the Company	20
B.     Business Overview	20
C.     Organizational Structure	28
D.     Property, Plant and Equipment	28
Item 4A. Unresolved Staff Comments	29
Item 5. Operating and Financial Review and Prospects	29
A.     Operating Results	29
B.     Liquidity and Capital Resources	38
C.     Research and Development, Patents, Licenses, etc.	42
D.     Trend Information	42
E.     Off-Balance Sheet Arrangements	42
F.     Contractual Obligations and Commitments	42
Item 6. Directors, Senior Management and Employees	44
A.     Directors and Senior Management	44
B.     Compensation	46
C.     Board Practices	48
D.     Employees	51
E.     Share Ownership	51
Item 7. Major Shareholders and Related Party Transactions	52
A.     Major Shareholders	52
B.     Related Party Transactions	53
C.     Interests of Experts and Counsel	55
Item 8. Financial Information	55
A.     Consolidated Statements and Other Financial Information	55
B.     Significant Changes	55
Item 9. The Offer and Listing	55
A.     Offering and Listing Details	55
B.     Plan of Distribution	55
C.     Markets	55
D.     Selling Shareholders	55
E.     Dilution	55
F.      Expenses of the Issue	55
Item 10. Additional Information	56
A.     Share Capital	56
B.     Memorandum and Articles of Association	56
C.     Material Contracts	56
D.     Exchange Controls	56
E.     Taxation	56
F.      Dividends and Paying Agents	62
G.     Statements by Experts	62
H.     Documents on Display	62
I.       Subsidiary Information	62
Item 11. Quantitative and Qualitative Disclosures about Market Risk	63
Item 12. Description of Securities Other than Equity Securities	63
A.     Debt Securities
B.     Warrants and Rights
C.     Other Securities
D.     American Depositary Shares

PART II	64
Item 13. Defaults, Dividend Arrearages and Delinquencies	64
Item 14. Material Modifications to the Rights of Securityholders and Use of Proceeds	64
Item 15. Controls and Procedures	64
Item 16. [Reserved]	65
Item 16A. Audit Committee Financial Expert	65
Item 16B. Code of Ethics	65
Item 16C. Principal Accountant Fees and Services	65
Item 16D. Exemption from the Listing Standards for Audit Committees	66
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	66
Item 16F. Change in Registrant’s Certifying Accountant	66
Item 16G. Corporate Governance	66
Item 16H. Mine Safety Disclosure	67
PART III	67
Item 17. Financial Statements	67
Item 18. Financial Statements	67
Item 19. Exhibits	67
Index to Consolidated Financial Statements	F-1

Introduction

References in this Annual Report on Form 20-F (the “Annual Report”) to “VivoPower International PLC,” “VivoPower,” “we,” “our,” “us” and the “Company” refer to VivoPower International PLC and its consolidated subsidiaries. Our consolidated financial statements are prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”), and are expressed in U.S. dollars. References to “dollars” or “$” are to U.S. dollars. Our fiscal year ends on June 30 of the calendar year. 

References to any specific fiscal year refer to the year ended June 30 for 2023 and future periods. For example, we refer to the fiscal year ended June 30, 2023, as “FY2023”.

Certain amounts and percentages that appear in this Annual Report have been subject to rounding adjustments. As a result, certain numerical figures shown as totals, including in tables, may not be exact arithmetic aggregations of the figures that precede or follow them.

Forward-Looking Statements

This Annual Report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Annual Report include, but are not limited to, statements about:

• our expectations regarding our revenue, expenses and other results of operations;

• our plans to acquire, invest in, develop or sell our investments in energy projects or joint ventures or in the electric vehicle sector;

• our ability to attract and retain customers;

• the growth rates of the markets in which we compete;

• our liquidity and working capital requirements;

• our ability to raise sufficient capital to realize development opportunities and thereby generate revenue;

• our anticipated strategies for growth;

• our ability to anticipate market needs and develop new and enhanced solutions to meet those needs;

• anticipated trends and challenges in our business and in the markets in which we operate;

• our expectations regarding demand for electric vehicle conversion kits;

• our expectations regarding changes in the cost of materials for electric vehicle conversion kits;

• our expectations regarding demand for solar power by energy users or investor in projects;

• our expectations regarding changes in the cost of developing and constructing solar projects;

• our ability to compete in our industry and innovation by our competitors;

• our ability to develop competitive electric vehicle products and build scalable assembly processes;

• the extent to which events with a global impact on supply chains, such as pandemics or wars, affects our business, financial condition and results of operations;

• our expectations regarding our ongoing legal proceedings;

• our ability to adequately protect our intellectual property; and

• our plans to pursue strategic acquisitions.

We caution you that the foregoing list may not contain all the forward-looking statements made in this Annual Report.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the “Item 3. Key Information - D. Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

1

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable. 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

Our historical consolidated financial statements are prepared in accordance with IFRS and are presented in U.S. dollars. The selected historical consolidated financial information set forth elsewhere in this Annual Report has been derived from, and is qualified in its entirety by reference to, our historical consolidated financial statements for the periods presented. Historical information as of and for the year ended June 30, 2023, for the year ended June 30, 2022, and for the year ended June 30, 2021, is derived from, and is qualified in its entirety by reference to, our consolidated financial statements. The financial statements have been audited by PKF Littlejohn LLP, our independent registered public accounting firm. You should read the information in conjunction with those audited consolidated financial statements, the notes thereto, and the discussion under “Item 5. Operating and Financial Review and Prospects” included elsewhere in this Annual Report.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

An investment in our shares involves a high degree of risk and our business faces significant risk and uncertainty. You should carefully consider the following information, together with the other information in this Annual Report and in other documents we file with or furnish to the U.S. Securities and Exchange Commission (the "SEC"), before deciding to invest in or maintain an investment in any of our securities. Our business, as well as our financial condition or results of operations could be materially and adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently considered material. The market price of our shares could decline as a result of any of these risks or uncertainties, and you could lose all or part of your investment.

Risks related to our business and operations

Our operational and financial results may vary significantly from period to period due to fluctuations in our operating costs and other factors. 

In order to facilitate the growth of our Sustainable Energy Solutions ("SES") strategy, we will need to make significant investments of both an operational expenditure and a capital expenditure nature.

We may not be profitable from period to period because we do not know the rate at which our revenue will grow, if it will grow at all, and we do not know the rate at which we will incur expenses. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our revenue and operating results are difficult to predict and may vary significantly from period to period. Sustained losses could have a material adverse effect on our business, financial condition or results of operations.

We expect our period to period financial results to vary based on our operating costs, which we anticipate will fluctuate as the pace at which we continue to design, develop and manufacture new products and to increase production capacity by expanding our current manufacturing facilities and adding future facilities. Additionally, our revenues from period to period may fluctuate as we introduce existing products to new markets for the first time and as we develop and introduce new products. Moreover, our financial results may not meet expectations of equity research analysts, ratings agencies or investors, who may focus on short-term financial results. Accordingly, the trading price of our stock could decline substantially, either suddenly or over time. 

We expect to require additional financing to execute our strategy to operate and grow our business and additional requisite funding may not be available to us when we need or want it.

Our operations and our future plans for expansion are capital intensive requiring significant investment in operational expenditures and capital expenditures to realize the growth potential of our electric vehicle, critical power services, sustainable energy solutions and solar development businesses. In addition, we are subject to substantial and ongoing administrative and related expenses required to operate and grow a public company. Together these items impose substantial requirements on our cash flow and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. As a result, we expect to require some combination of additional financing options in order to execute our strategy and meet the operating cash flow requirements necessary to operate and grow our business. We may need or want to raise additional funds through the issuance of equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, the costs of developing and manufacturing our current or future products, to pay any significant unplanned or accelerated expenses or for new significant strategic investments, or to refinance our significant consolidated indebtedness, even if not required to do so by the terms of such indebtedness. We may not be able to obtain the additional or requisite funding on favorable terms when required, or at all, in order to execute our strategic development plans or to meet our cash flow needs. Our inability to obtain funding or engage in strategic transactions could have a material adverse effect on our business, our strategic development plan for future growth, our financial condition, and our results of operations. 

2

If we continue to experience losses and we are not able to raise additional financing to grow the revenue streams of the Company to become profit making, or generate cash through sales of assets, we may not have sufficient liquidity to sustain our operations and to continue as a going concern.

We experienced a loss of $24.3 million, $22.1 million and $8.0 million for the years ended June 30, 2023, 2022 and 2021, respectively. If we are unable to generate sufficient revenue from the operation of our businesses, grow our electric vehicle sales, and generate sales of SES projects, or if we are unable to reduce our expenses sufficiently, we may continue to experience substantial losses.

The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that result from uncertainty about our ability to continue as a going concern. However, if losses continue, and if we are unable to raise additional financing on sufficiently attractive terms or generate cash through sales of solar projects or other material assets or other means, then we may not have sufficient liquidity to sustain our operations and may not be able to continue as a going concern. Similarly, the report of our independent registered public accounting firm on our consolidated financial statements as of and for the year ended June 30, 2023 includes an explanatory paragraph indicating that a material uncertainty exists which may cast material doubt on the group’s ability to continue as a going concern if it is unable to secure sufficient funding. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If we fail to meet changing customer demands, we may lose customers and our sales could suffer. 

The industry in which we operate changes rapidly. Changes in our customers’ requirements result in new and more demanding technologies, product specifications and sizes, and manufacturing processes. Our ability to remain competitive will depend upon our ability to develop technologically advanced products and processes. We must continue to meet the increasingly sophisticated requirements of our customers on a cost-effective basis. We cannot be certain that we will be able to successfully introduce, market and cost-effectively source any new products, or that we will be able to develop new or enhanced products and processes that satisfy customer needs or achieve market acceptance. Any resulting loss of customers could have a material adverse effect on our business, financial condition or results of operations. 

We face competition in the markets, industries and business segments in which we operate, which could adversely affect our business, operating results, financial condition and future prospects. 

We face competition in each of the business segments and jurisdictions in which we operate. Some of our competitors (i) have more financial, technological, engineering and manufacturing resources than we do to develop products, services and solutions that may compete favorably against our products; (ii) are developing or are currently producing products, services and solutions based on new technologies that may ultimately have costs similar to or lower than ours; (iii) have government-backed financial resources or parent companies with greater depths of resources than are available to us; (iv) have access to a lower cost of capital than we do; (v) have stronger distribution partnerships and channels than we do, enabling access to larger customer bases; and (vi) may have longer operating histories, greater name and brand recognition and greater economies of scale than we do. 

In addition, new competitors or alliances among existing competitors could emerge and rapidly acquire significant market share, adversely impacting our business in the process.

We expect that our competitors will continuously innovate to improve their ability to deliver products, services and solutions to meet customer demands. Should we fail to compete effectively, this could have a material adverse effect on our business, results of operations and financial condition.

Our inability to protect our intellectual property could adversely affect our business. We may also be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.

Any failure to protect our proprietary rights adequately could result in our competitors offering similar sustainable energy solutions more quickly than anticipated, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue which would adversely affect our business prospects, financial condition and operating results. Our success depends, at least in part, on our ability to protect our core technology and intellectual property. We rely on intellectual property laws, primarily a combination of copyright and trade secret laws in the U.S., U.K., Europe, United Arab Emirates and Australia, as well as license agreements and other contractual provisions, to protect our proprietary technology and brand. We cannot be certain our agreements and other contractual provisions will not be breached, including a breach involving the use or disclosure of our trade secrets or know-how, or that adequate remedies will be available in the event of any breach. In addition, our trade secrets may otherwise become known or lose trade secret protection.

3

We cannot be certain our products and our business do not or will not violate the intellectual property rights of a third party. Third parties, including our competitors, may own patents or other intellectual property rights that cover aspects of our technology or business methods. Such parties may claim we have misappropriated, misused, violated or infringed upon third-party intellectual property rights and if we gain greater recognition in the market, we face a higher risk of being the subject of claims we have violated others' intellectual property rights. Any claim we violated a third party's intellectual property rights, whether with or without merit, could be time-consuming, expensive to settle or litigate and could divert our management's attention and other resources, all of which could adversely affect our business, results of operations, financial condition and cash flows. If we do not successfully settle or defend an intellectual property claim, we could be liable for significant monetary damages and could be prohibited from continuing to use certain technology, business methods, content or brands. To avoid a prohibition, we could seek a license from third parties, which could require us to pay significant royalties, increasing our operating expenses. If a license is not available at all or not available on commercially reasonable terms, we may be required to develop or license a non-violating alternative, either of which could adversely affect our business, results of operations, financial condition and cash flows.

Our brand and reputation are key assets of our business, and if our brand or reputation is damaged, our business and results of operations could be materially adversely affected.

If we fail to deliver our renewable products, critical power services and electric vehicle ("EV") conversion kits within planned timelines and contracted obligations, or our products and services do not perform as anticipated, or if we materially damage any of our clients’ properties, or cancel projects, our brand name and reputation could be significantly impaired. If customers or potential customers have or develop a less favorable view of our brand or reputation, for the reasons stated above or for any other reason, it could materially adversely affect our business, results of operations and financial condition.

Our future business depends in part on our ability to make strategic acquisitions, investments and divestitures and to establish and maintain strategic relationships, and our failure to do so could have a material and adverse effect on our market penetration and revenue growth.

We frequently look for and evaluate opportunities to acquire other businesses, make strategic investments or establish strategic relationships with third parties to improve our market position or expand our products and services. When market conditions permit and opportunities arise, we may also consider divesting part of our current business to focus management attention and improve our operating efficiency. Investments, strategic acquisitions and relationships with third parties could subject us to a number of risks, including risks associated with integrating their personnel, operations, services, internal controls and financial reporting into our operations as well as the loss of control of operations that are material to our business. If we divest any material part of our business, we may not be able to benefit from our investment and experience associated with that part of the business and may be subject to intensified concentration risks with less flexibility to respond to market fluctuations. Moreover, it could be expensive to make strategic acquisitions, investments, divestitures and establish and maintain relationships, and we may be subject to the risk of non-performance by a counterparty, which may in turn lead to monetary losses that materially and adversely affect our business. We cannot assure you that we will be able to successfully make strategic acquisitions and investments and successfully integrate them into our operations or make strategic divestitures or establish strategic relationships with third parties that will prove to be effective for our business. Our inability to do so could materially and adversely affect our market penetration, our revenue growth and our profitability.

Additionally, any acquisition involves potential risks, including, among other things:

● mistaken assumptions about assets, revenues and costs of the acquired company, including synergies and potential growth;

● an inability to successfully integrate the assets or businesses we acquire;

● complexity of coordinating geographically disparate organizations, systems and facilities;

● the assumption of unknown liabilities for which we are not indemnified or for which our indemnity is inadequate;

● mistaken assumptions about the acquired company's suppliers or dealers or other vendors;

● the diversion of management's and employees' attention from other business concerns;

● unforeseen difficulties operating in new geographic areas and business lines;

● customer or key employee losses at the acquired business; and

● acquiring poor quality assets, systems and processes.

Our insurance coverage strategy may not be adequate to protect us from all business risks.

We may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God and other claims against us, for which we may have no insurance coverage. Additionally, the policies that we do have may include significant deductibles or self-insured retentions, policy limitations and exclusions, and we cannot be certain that our insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which may harm our business, operating results and financial condition.

Our operations may be adversely affected by failure to maintain or renegotiate distribution, supply, manufacturing or license agreements on favorable terms

We have distribution, supply, manufacturing and license agreements for our businesses. These agreements vary depending on the particular business, but tend to be for a fixed number of years. There can be no assurance that our businesses will be able to renegotiate rights on favorable terms when these agreements expire or that they will not be terminated. Failure to renew these agreements on favorable terms, or any disputes with distributors of our businesses’ products or suppliers of materials, could have an adverse impact on our business and financial results.

In particular in the case of Tembo we depend on suppliers for the components of our kit to maintain or improve their prices as volumes ordered increase and to deliver their products to Tembo within agreed timeframes. There can be no assurance that our volumes of orders and our suppliers’ pricing and lead times will be aligned with our agreements or forecast, which may have an adverse impact on our business and financial results.

4

We may incur unexpected warranty and performance guarantee claims that could materially and adversely affect our financial condition or results of operations. 

In connection with our products and services, we may provide various system warranties and/or performance guarantees. While we generally are able to pass through manufacturer warranties we receive from our suppliers to our customers, in some circumstances, our warranty period may exceed the manufacturer’s warranty period or the manufacturer warranties may not otherwise fully compensate for losses associated with customer claims pursuant to a warranty or performance guarantee we provided. For example, most manufacturer warranties exclude many losses that may result from a system component’s failure or defect, such as the cost of de-installation, re-installation, shipping, lost electricity, lost renewable energy credits or other solar incentives, personal injury, property damage, and other losses. In addition, in the event we seek recourse through manufacturer warranties, we will also be dependent on the creditworthiness and continued existence of these suppliers. These risks are exacerbated in the event such manufacturers cease operations or fail to honor their warranties.

As a result, warranty or other performance guarantee claims against us that exceed reserves could cause us to incur substantial expense to repair or replace defective products. Warranty reserves include management’s best estimates of the projected costs to repair or to replace items under warranty, which are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. Such estimates are inherently uncertain and subject to change based on our historical or projected experience. Significant repair and replacement costs could materially and negatively impact our financial condition or results of operations, as well divert employee time to remedying such issues. In addition, quality issues can have various other ramifications, including delays in the recognition of revenue, loss of revenue, loss of future sales opportunities, increased costs associated with repairing or replacing products, and a negative impact on our reputation, any of which could also adversely affect our business or operating results. 

Our group SES strategy, including electric vehicles and electrical services to the solar power industry market, may not be successful, could disrupt our existing operations and increase costs, decrease profitability and reduce cash flows across the group.

Our strategy is to focus on delivering end-to-end sustainable energy solutions to corporate customers (including electric vehicles and electrical services to the solar power industry market) to help them accelerate achievement of their net zero carbon goals. These include existing customers of our critical power solutions business, particularly those in hard to decarbonize sectors such as the mining, infrastructure and utilities sectors. As part of this strategy, we have also divested of the non-solar operations of J.A. Martin Electrical Pty Limited ("J.A. Martin") in July 2022.

There can be no assurance that the SES strategy will succeed, especially as it is a new business model. For example, there may not be enough customers who engage us to deliver full end-to-end SES solutions to drive the growth that our management is targeting. We may not be able to perfect solutions that meet the expectations of customers and we may be surpassed by competitors with better technologies. We may not be able to scale up Tembo appropriately or sufficiently integrate it with our existing business operations.

The new SES strategy may transform our growth trajectory but in doing so it will involve significant investment and place strain on our financial and management resources, as well as our business and compliance systems, people and processes. We may not be able to scale up our systems, hire enough people and upgrade our processes effectively so as to realize this growth. If we fail to achieve the targeted growth upon which our investments are made, this could have a material adverse effect on our business, results of operations and financial condition.

Any of the above could have a material adverse effect on our business, results of operations and financial condition.

Our ability to scale up Tembo, our commercial EV segment, is dependent on securing new business opportunities and orders, meeting the requirements of customers and the timely delivery of orders across different market sectors. 

We plan to expand significantly in the commercial electric vehicle market, providing electric utility vehicles (“EUV”) with a key focus initially on servicing EUV customers in the mining, infrastructure, government services, humanitarian, tourism, and utilities sectors. As we look to develop these opportunities, monetise our pipeline and secure firm orders, we will incur increased operational expenditures and capital expenditures that may impact our profitability and cash flows. 

We will continue to be engaged in product innovation with Tembo as we look to introduce new products, including EUV conversion kits with a longer range and/or greater payload capacity. To the extent that such innovation does not successfully meet regulatory requirements, quality and safety standards and/or customer expectations more generally, future sales could be impaired.

Following the acquisition of Tembo, we signed distribution agreements with a number of partners in North America, Australia, the Middle East, Africa, Southeast Asia and Europe to sell Tembo EUV conversion kits. If Tembo is not able to meet the technical specifications, quality and safety standards of our customers and partners, this will have a material adverse effect on Tembo’s brand, reputation, revenue and future prospects. Furthermore, if Tembo is unable to fulfill product delivery volumes in accordance with timelines agreed with our customers and partners, this could have a material adverse effect on future sales, operating results and the financial condition of the business.

5

The future growth and success of Tembo is dependent upon acceptance of its zero-emission specialist battery-electric off-road vehicle kits amongst key target customers in the mining, infrastructure, government services, humanitarian, tourism and utilities sectors.

Our strategy for Tembo is to focus its vehicle fleet electrification efforts on the ruggedized, customized and off-road segments of the electric vehicle market including for the mining, infrastructure, government services, humanitarian, tourism and utilities sectors. This market is relatively new, rapidly evolving, and characterized by rapidly changing technologies, new competitors, evolving government regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors. If this market does not develop as we expect or develops more slowly than we expect, our business, results of operations, financial condition and prospects will be materially adversely affected.

Factors that may influence the market acceptance of new zero-emission vehicles and the conversion of existing vehicles to zero-emission electric vehicles include:

● perceptions about zero-emission electric vehicle quality, safety design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of any electric vehicle;

● perceptions about the limitations on the range over which zero-emission electric vehicles may be driven on a single battery charge;

● perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced or new technology;

● the availability of, and perceptions about, alternative fuel vehicles, including hydrogen, as well as the cost of these fuels, which may reduce demand for battery electric vehicles;

● the availability of service infrastructure for zero-emission electric vehicles;

● changes in the costs of oil, diesel and gasoline;

● government regulations and economic incentives, including a change in the administrations and legislations of federal and state governments, promoting fuel efficiency and alternate forms of energy;

● access to charging stations, standardization of electric vehicle charging systems and perceptions about convenience and cost to charge an electric vehicle;

● the availability of tax and other governmental incentives and rebates to purchase and operate electric vehicles or future regulation requiring increased use of zero-emission or hybrid electric vehicles, such as the Infrastructure Investment and Jobs Act enacted in November 2021 in the United States; and

● macroeconomic factors.

The influence of any of the factors described above may cause current or potential customers not to purchase Tembo’s electric vehicles, which would materially adversely affect our business, results of operations, financial condition and prospects.

Tembo faces certain operational risks as it seeks to scale up its assembly and delivery capabilities and if it fails to execute properly, this will expose us to material losses and compromise our cash flows.

The Tembo business faces operational risks as a maker of battery-electric ruggedized and off-road vehicles embarking on a scale up of its assembly and delivery capabilities. These risks include:

● industrial accidents or pollution which may result in operational disruptions such as work stoppages and which could result in increased production costs as well as financial and regulatory liabilities;

● actual and potential supply chain shortages, in particular with regard to batteries and other vehicle inputs, as well as increases in the prices of such inputs, which may have a material adverse effect on the operations, profits and cash flow of Tembo;

● issues relating to design or manufacturing defects;

● issues relating to safety, including compliance with safety regulations and standards;

● inability to secure appropriate premises and equipment;

● inability to attract and retain appropriately qualified personnel; and

● delays in launching or scaling up production and assembly of new products and features.

6

Constant innovation and product development is required for Tembo to ensure it remains competitive and relevant.

Tembo operates in a market that is relatively new, rapidly evolving, and characterized by rapidly changing technologies, new competitors, evolving government regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors. In order to stay competitive and relevant, it needs to continuously innovate and invest in product development and new technologies.

In particular, we are in the process of testing EV conversion kits with new battery platforms. Our ability to execute on the research, development and design of the EV conversion kit within the intended time and budget is key to deliver to our distribution partners and customers in accordance with our existing and upcoming agreements and to grow revenues at Tembo.

If Tembo fails to innovate and evolve to meet customer demands and stay ahead of competing technologies and companies, it may become obsolete or non-competitive. This would have a material adverse effect on our business, results of operations and financial condition.

If the Tembo business does not perform in line with our expectations, we may be required to write-down the carrying value of our investment, including goodwill and intangible assets.

Under IFRS, we are required to test the carrying value of long-term assets or cash-generating units for impairment at least annually and more frequently if we have reason to believe that our expectations for the future cash flows generated by these assets may no longer be valid. If the results of operations and cash flows generated by Tembo are not in line with our expectations, we may be required to write-down the carrying value of the investment. Any write-down could materially affect our business, financial condition and results of operations.

The market value of our investment in our SES assets may decrease, which may cause us to take accounting charges or to incur losses if we decide to sell them following a decline in their values. 

The fair market value of investments we have made in our U.S. solar projects may decline. The fair market values of the investments we have made or may make in the future may increase or decrease depending on a number of factors, many of which are beyond our control, including the general economic and market conditions affecting the renewable energy industry, wholesale electricity prices, expectations of future market electricity prices, land owners’ expectations on terms of their leases, availability of alternative opportunities to land owners, unforeseen development delays, unfavorable project development costs, prohibitive deposit requirements by power offtakers and utilities for interconnection, and long-term interest rates.

Any deterioration in the market values of our investments could cause us to record impairment charges in our financial statements, which could have a material adverse effect on our business, financial condition and results of operations. If we sell any of our investments when prices for such investments have fallen, the sale may be at less than the investments’ carrying value on our financial statements, which could result in a loss, which could also have a material adverse effect on our business, financial condition and results of operations.

We have a limited operating track record in the development and sale of SES solutions and, as a result, we may not be successful developing and scaling up this business segment profitably. 

The SES business segment aims to deliver solutions that combine electrification of customers’ light commercial vehicles; the design, development, construction and electrification of renewable energy powered sites that address customers’ critical power requirements (which will typically involve a solar power system, microgrid and charging stations); and the reuse or recycling of batteries from fleets of electric vehicles once the batteries reach the end of their useful life for vehicle applications.

We have experience in developing, financing and building solar power systems. However, we have limited experience and track record in combining this experience to develop and offer a complete SES solution with electric vehicles, renewable microgrids, battery recycling and reuse and we are still in the process of developing such capabilities. 

Should we fail to appropriately scale up the SES business segment, we may incur operating losses that reduce our cash flows and have a material adverse effect on our financial condition.

Our Australian critical power services workforce and our Netherlands electric vehicle workforce may become unionized, resulting in higher costs of operations and reduced labor efficiency.

A small number of our critical power services workforce is currently unionized. The critical power services business in Australia represents the largest proportion of our workforce. This part of our business operates in the Hunter Valley region of Australia whose economy is predominately driven by the mining industry and many businesses in the area are unionized. In periods of strong growth and activity in the mining sector, such as has been experienced over the past five years, the labor market usually becomes extremely competitive, which may entice our workforce to seek collective bargaining through union representation. Unionization of our critical power services workforce could result in additional costs for industrial relations, legal and consulting services, higher labor rates, new requirements for additional employment benefits, more restrictive overtime rules, and less flexible work scheduling, all of which could result in a significant increase in the cost of labor and the requirement for additional labor to maintain existing productivity.

Our Netherlands workforce for our electric vehicles business segment is currently not unionized. However, as we grow that workforce, some of the expanded workforce may be unionized.

Should such increased unionization occur, it could have a material adverse effect on our business, financial condition or results of operation.

7

Development and sales of our solar projects may be delayed or may not be fully realized, which could have a material adverse effect on our financial condition, results of operations or cash flows.

In the U.S., we have a portfolio of 7 utility-scale solar projects under development, with total power generating capacity of 365 MW-DC. These projects are at varying stages of development and will take many months or even years to complete and sell. The successful development and sale of these projects is subject to a range of risks and uncertainties, including risks and uncertainties relating to economic and market conditions, political and regulatory conditions, and business and other factors beyond our control.

In addition, the attractiveness of these projects to potential purchasers is subject to numerous risks, including: (i) unfavorable changes in forecast construction costs; (ii) engineering or design problems; (iii) problems with obtaining permits, licenses, approvals or property rights necessary or desirable to consummate the projects; (iv) interconnection or transmission related issues; (v) environmental issues; (vi) force majeure events; (vii) access to project financing (including debt, equity or tax credits) on insufficiently attractive terms; and (viii) inability to secure off-takers, including pursuant to power purchase agreements (“PPA”). Failure to secure off-takers on terms favorable to us, or at all, may render projects economically unviable. Even if we are able to secure off-takers, we may experience extended delays in entering into PPAs for some of our solar power projects. Any delay in entering into PPAs may adversely affect our ability to secure the cash flows generated by such projects and impact the economics of those projects. Furthermore, any PPAs may be subject to price adjustments over time. If the price under any of our solar project PPAs is reduced below a level that makes a project economically viable, our financial conditions, cash flows and results of operations could be materially adversely affected.

Accordingly, the actual amount of proceeds from sales realized and the actual periods during which these proceeds are realized may vary substantially from our plans and projections. Our inability to realize some or all of the cash from the sale of solar projects could have a material adverse effect on our financial condition, results of operations or cash flows and create a risk that we will not be able to continue as a going concern.

Risks related to raising of capital and financing

We may not be able to generate sufficient cash flow to service all our indebtedness, any additional debt we may incur and our other ongoing liquidity needs, and we may be forced to take other actions to satisfy our obligations under our indebtedness or any additional debt we may incur, which may not be successful.

As of June 30, 2023, we had an aggregate of $32.4 million in debt obligations. Our ability to make scheduled payments on or to refinance our debt obligations and to fund our ongoing liquidity needs depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. There can be no assurance that we will maintain a level of cash flow from operating activities or that future borrowings will be available to us in an amount or on terms sufficient to permit us to pay the principal and interest on our indebtedness. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell material assets, or to seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

We could also face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations or risk not being able to continue as a going concern. In addition, we may be able to incur additional indebtedness in the future. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations or prospects.

8

If we fail to adequately manage our planned growth, our overall business, financial condition and results of operations could be materially adversely affected.

We had a forward order book of $10.8 million as of June 30, 2023, for our critical power services segment, representing 79% of the $13.6 million revenue generated by this segment (on a continuing basis) for the year ended June 30, 2023. In addition, we have also secured potential commitments in our electric vehicles segment to deliver more than 15,000 electric vehicle conversion kits over the next 5 years. We are targeting significant growth across our businesses over the next 5 years, underpinned by strong industry tailwinds including the electrification of fleet vehicles, the adoption and acceleration of net zero carbon goals by corporate customers, and growth of the renewable and infrastructure sectors in our key geographic markets.

We expect that this significant growth in activity will place significant stress on our operations, management, employee base and ability to meet working capital requirements sufficient to support this growth over the next 12 to 36 months. Any failure to address the needs of our growing business successfully could have a material adverse effect on our business, operating results and financial condition.

We may be unable to obtain favorable financing from our vendors and suppliers, which could have a material adverse effect on our business, financial condition or results of operations and prospects.

In addition to obtaining financing from certain financial parties, we have also historically utilized financing from our vendors and suppliers through customary trade payables or account payables. At times, we have increased the number of days’ payables outstanding. There can be no assurance that our vendors and suppliers will continue to allow us to maintain existing or planned payables balances, and if we were forced to reduce our payables balances below our planned level without obtaining alternative financing, our inability to fund our operations would materially adversely affect our business, financial condition and results of operations. We could also face substantial liquidity problems and might be required to dispose of material assets or enter into economically unfavorable financing arrangements to meet creditor demands or risk not being able to continue as a going concern.

If we are unable to enter into new financing agreements when needed, or upon desirable terms, or if any of our current financing partners discontinue or materially change our financing terms, we may be unable to finance our operations and development projects or our borrowing costs could increase, which would have a material adverse effect on our business, financial condition and results of operations.

We continue to require working capital and credit facilities to fund the growth of our critical power services businesses, and we may require additional working capital and credit facilities to fund the growth of the electric vehicles business and the up-front costs associated with the development and sale of sustainable energy solutions projects. Without access to sufficient and appropriate financing, or if such financing is not available at desirable rates or on terms we deem appropriate, we would be unable to grow our business. Our ability to obtain financing in the future depends on banks’ and other financing sources’ continued confidence in our business model and the industries in which we operate as a whole. In addition, wholesale regulatory changes within financial services markets within specific jurisdictions in which we operate can affect the availability of financing for our businesses resulting from capital availability in the market and appetite of the market for certain industries, risks, or businesses. Changes to our business, the business of our lenders, or the financing market in a region or as a whole could result in us being unable to obtain new financing or maintain existing credit facilities. Failure to obtain the necessary financing to fund our operations would materially adversely affect our business, financial condition and results of operations. To date, we have obtained financing for our business from a limited number of financial parties. If any of these financial parties decided not to continue financing our business or to materially change the terms under which they are willing to provide financing, we could be required to identify new financial parties and negotiate new financing documentation. The process of identifying new financing partners and agreeing on all relevant business and legal terms could be lengthy and could require us to reduce the rate of growth of our business until such new financing arrangements are in place. In addition, there can be no assurance that the terms of the financing provided by a new financial party would compare favorably with the terms available from our current financing partners. In any such case, our borrowing costs could increase, which could have a material adverse effect on our business, financial condition, and results of operations. 

We are a holding company whose material assets consist of our holdings in our subsidiaries, upon whom we are dependent for distributions.

We are a holding company whose material assets consist of our holdings in our subsidiaries. We do not have independent sources of revenue generation. Although we intend to cause our subsidiaries to make distributions to us in an amount necessary to cover our obligations, expenses, taxes and any dividends we may declare, if one or more of our operating subsidiaries become restricted from making distributions under the provisions of any debt or other agreements or applicable laws to which it is subject, or is otherwise unable to make such distributions, it could have a material adverse effect on our financial condition and liquidity.

9

Risks related to ownership of our Ordinary Shares

The trading price of our Ordinary Shares is highly volatile and likely to continue to be so, presenting litigation risks.

The trading price of our Ordinary Shares, nominal value $0.012 per share (the "Ordinary Shares"), has been highly volatile and will likely continue to be subject to wide fluctuations in response to various factors, most of which are beyond our control. Our Ordinary Shares have experienced an intra-day trading high of $1.50 per share and a low of $0.23 per share during FY2023.

The stock market in general, and the market for technology-oriented companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Furthermore, short sellers and activists may seek to sensationalize selected news about companies, including ours, so as to influence supply and demand for the Ordinary Shares, further influencing volatility in its market price. Public perception and other factors outside of our control may additionally impact our stock price.

Following periods of volatility in the overall market and our share price, there is a risk that securities class action litigation may be filed against us. While we would defend any such actions vigorously, any judgement against us or any future stockholder litigation could result in substantial costs and a diversion of our management’s attention and resources.

We may issue additional securities in the future, which may result in dilution to our shareholders and may depress our share price.

We are not restricted from issuing additional Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares. Because we anticipate we will need to raise additional capital to operate and/or expand our business, we expect to conduct equity offerings in the future.

There is no limit on the number of Ordinary Shares we may issue under our articles of association, however the directors’ authority to allot Ordinary Shares is limited to the extent authorized by the shareholders of the Company. On November 10, 2022, at the Company's annual general meeting, the shareholders authorized the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, Ordinary Shares up to an aggregate nominal value of $180,000, such authority to expire on November 10, 2027, and the shareholders waived all and any pre-emption rights in respect of the same. To the extent we conduct additional equity offerings, additional Ordinary Shares will be issued, which may result in dilution to our shareholders. The Ordinary Shares underlying our securities may be eligible for public resale in the future, either pursuant to registration or an exemption from registration. Sales of substantial numbers of shares in the public market could adversely affect the market price of our Ordinary Shares. In addition, issuances of a substantial number of shares will reduce the equity interest of our existing investors and could cause a change in control of our Company.

Future sales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales could occur, could adversely affect the price of our Ordinary Shares and could impair our ability to raise capital through the sale of additional shares. Furthermore, the market price of our Ordinary Shares could drop significantly if our executive officers, directors, or certain large shareholders sell their shares, or are perceived by the market as intending to sell them.

We do not intend to pay any dividends on our Ordinary Shares at this time.

We have not paid any cash dividends on our Ordinary Shares to date. The payment of cash dividends on our Ordinary Shares in the future will be dependent upon our revenue and earnings, if any, capital requirements, and general financial condition, as well as the limitations on dividends and distributions that exist under the applicable laws and regulations of England and Wales and will be within the discretion of our board of directors (the "Board"). It is the present intention of our Board to retain all earnings, if any, for use in our business operations and, accordingly, our Board does not anticipate declaring any dividends on our Ordinary Shares in the foreseeable future. As a result, any gain you will realize on our Ordinary Shares will result solely from the appreciation of such shares.

10

We cannot assure you that our Ordinary Shares will always trade in an active and liquid public market. In addition, at times trading in our Ordinary Shares on The Nasdaq Capital Market ("Nasdaq") has been highly volatile with significant fluctuations in price and trading volume, and such volatility and fluctuations may continue to occur in the future. Low liquidity, high volatility, declines in our stock price or a potential delisting of our Ordinary Shares may have a negative effect on our ability to raise capital on attractive terms or at all and may have a material adverse effect on our operations.

The market price of our Ordinary Shares may be influenced by many factors, many of which are beyond our control, including those described above in “Risks related to our business and operations.” As a result of these and other factors, investors in our Ordinary Shares may not be able to resell their shares at or above the price they paid for such shares or at all. The market price of our Ordinary Shares has frequently been highly volatile and has fluctuated in a wide range. The liquidity of our Ordinary Shares as reflected in daily trading volume on Nasdaq has usually been low. As of August 31, 2023, the trading price of our Ordinary Shares on Nasdaq was $0.46 per share. At certain points in the past year, the trading price of our Ordinary Shares on Nasdaq has fallen to a minimum of $0.23 per share, and has also traded to a maximum of $1.50 per share. The Company was first notified by Nasdaq that it no longer met the minimum bid price of $1.00 per share requirement, based on the closing bid price of the Company’s Ordinary Shares for the last 30 consecutive business days, on October 28, 2022, and was given an initial 180-day period, until April 26, 2023, to regain compliance. On April 27, 2023, the Company received written notification from Nasdaq granting the Company's request for a 180-day extension to regain compliance with Nasdaq's minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). The Company has until October 23, 2023, to meet the Minimum Bid Price Requirement that the bid price of the Company's Ordinary Shares close at, or above, $1.00 per share for a minimum of ten consecutive business days. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or that, if the Company receives a delisting notice and appeals the delisting determination by Nasdaq, such appeal would be successful.

Low liquidity, high volatility, declines in our stock price or potential delisting of our Ordinary Shares may have a material adverse effect on our ability to raise capital on attractive terms or at all and a material adverse effect on our operations. 

As a foreign private issuer whose shares are listed on Nasdaq, we may follow certain home country corporate governance practices instead of certain Nasdaq requirements.

As a foreign private issuer whose shares are listed on Nasdaq, we are permitted to follow certain home country corporate governance practices instead of certain requirements of Nasdaq. Among other things, as a foreign private issuer we may follow home country practice with regard to the composition of the Board, director nomination procedure, and quorum at shareholders’ meetings. In addition, we may follow our home country law, instead of Nasdaq rules, which require that we obtain shareholder approval for certain dilutive events such as for the establishment or amendment of certain equity based compensation plans, an issuance that will result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company, and certain acquisitions of the stock or assets of another company. Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate governance requirements. We currently do not intend to take advantage of any such exemptions.

The market price of our shares may be significantly and negatively affected by factors that are not in our control.

The market price of our shares may vary significantly and may be significantly and negatively affected by factors that we do not control. Some of these factors include: variance and volatility in global markets for equity and other assets; changes in legal, regulatory or tax-related requirements of governmental authorities, stock exchanges, or other regulatory or quasi-regulatory bodies; the performance of our competitors; and the general availability and terms of corporate and project financing.

Our largest shareholder has substantial influence over us and its interests may conflict with or differ from interests of other shareholders.

Our largest shareholder AWN Holdings Limited (collectively with its affiliates and subsidiaries, “AWN”) owned approximately 39.3% of our outstanding Ordinary Shares as at August 31, 2023. Accordingly, AWN exerts substantial influence over the election of our directors, the approval of significant corporate transactions such as mergers, tender offers, and the sale of all or substantially all of our assets, the adoption of equity compensation plans, and all other matters requiring shareholder approval. The interests of AWN could conflict with or differ from interests of other shareholders. For example, the concentration of ownership held by AWN could delay, defer, or prevent a change of control of the Company or impede a merger, takeover, or other business combination, which other shareholders may view favorably.

In addition, AWN is our largest creditor, having provided us with a shareholder loan on a secured basis, and also some short-term loans. As of June 30, 2023, the balance of these shareholder loan was $28.6 million. AWN has the ability to exert rights that are customary for a secured first ranking loan if we are in breach of covenants or otherwise default on the loans. Any exertion of such rights may adversely affect the value of our share price.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

We are incorporated under English law. The rights of holders of our Ordinary Shares are governed by English law, including the provisions of the Companies Act 2006, and by our Articles of Association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. Pursuant to the Companies Act 2006, before rights to subscribe for shares are granted, the directors must have in place the relevant shareholder authorities to allot the shares. In addition, shareholders are required to disapply pre-emption rights in respect of shares to be allotted as a result of such rights to subscribe. There is no requirement to seek such authority where awards are made pursuant to an “employees’ share scheme” however, where awards are made to non-employees those will not be made pursuant to an employees’ share scheme. The Company will however take steps to seek ratification in relation to the allotment. See “Issued Share Capital—Differences in Corporate Law”, for a description of the principal differences between the provisions of the Companies Act 2006 applicable to us and, for example, the Delaware General Corporation Law relating to shareholders’ rights and protections.

11

Risks related to climate, economic and geopolitical factors

We face risks related to natural disasters, health epidemics, such as COVID-19, and other catastrophes, which could significantly disrupt our operations or compromise our business continuity.

Our business could be materially and adversely affected by natural disasters or other catastrophes, such as earthquakes, fire, floods, hail, windstorms, severe weather conditions, environmental accidents, power loss, communications failures, explosions, terrorist attacks as well as epidemics and pandemics, including but not limited to outbreaks of avian influenza, severe acute respiratory syndrome, or SARS, Zika virus, Ebola virus, the 2019 novel coronavirus (“COVID-19”) and other similar public health emergencies.

Our business has been materially adversely affected by COVID-19 across the key markets where we have operations, including the U.K., Australia, the Netherlands, and the U.S. Due to the outbreak of COVID-19 in 2020, authorities in our key markets and globally took various emergency measures, including implementing travel bans, closing factories and businesses, and imposing quarantine restrictions and lockdowns. These measures prevented many of our employees from going to work, which has adversely impacted our business operations. If any of our employees is suspected of having contracted any contagious disease, we may, under certain circumstances, be required to quarantine those employees and the affected areas of our operations. As a result, we may have to temporarily suspend part or all of our facilities. Furthermore, authorities may impose additional restrictions on travel and transportation and implement other preventative measures in affected regions to deal with the catastrophe or emergency, which may lead to supply chain and logistics disruption, the temporary closure of our facilities and declining economic activity at large. A prolonged outbreak of any health pandemic or other adverse public health developments could have a material adverse effect on our business operations. 

Pandemic-related lockdowns and border closures have also caused supply chain and logistics disruption, including exacerbated port congestion and intermittent supplier shutdowns and delays, resulting in additional expenses to expedite delivery of critical parts. Further supply chain and logistics disruption due to COVID-19 could have a material adverse effect on our business operations.

COVID-19 has also caused delays in fulfilment of customer orders and contracted projects, which adversely affect our revenues. Although the risk may now be subdued, the extent to which COVID-19 may continue to impact our ability to effectively operate remains uncertain. While restrictions imposed in response to COVID-19 have eased since FY2022, the long-term economic impact of COVID-19 is still uncertain. To the extent that lockdowns, restrictions and border controls are implemented in response to new waves of contagion from COVID-19 or to any other novel global public health threats or fear thereof, there is significant risk that our revenues, operating results and financial condition will be further compromised.

General economic conditions, including levels of inflation and official interest rates in different jurisdictions in which we operate, could adversely impact demand for our solutions, products and services.

Russia’s invasion of Ukraine and the escalating military conflict in the region has, among other things, resulted in elevated geopolitical instability and economic volatility. The economic volatility attributable initially to COVID-19 and then Russia’s invasion of Ukraine is part of and contributing to a larger trend of rising inflation around the globe, which may have a significant adverse effect on economic activity and VivoPower’s business.

Given general cost inflation pressures, to the extent that we are unable to fully pass on any increases in input costs including materials and labor, this will adversely affect our profit margins, cash flows and ultimately our business, results of operations and financial condition.

Market interest rates are rising in the countries in which we operate, and any further increase in interest rates may have a material adverse impact on our businesses. For example, customers and investors would apply a higher discount rate in their decision making and this may compromise our ability to sell SES projects and adversely impact the value of our solar projects and other assets. To the extent we are unable to mitigate these risks, there could be a material adverse effect on our business, results of operations and financial condition.

The demand for our solutions, products and services is influenced by macroeconomic factors such as global economic conditions, demand for electricity, and supply and prices of other energy products, such as oil, coal and natural gas. Economic slowdowns, global, regional or local recessions or depressions could lead to eroded confidence from our customers and decreased spending more generally, which in turn could reduce demand for the Company’s products. Unfavorable economic conditions could also negatively impact the Company’s customers, distributors, suppliers, and financial counterparties, who may experience cash flow problems, increased credit defaults or other financial issues, in turn affecting our business, results of operations and financial condition.

The demand for our solutions, products and services is also affected by microeconomic factors, such as government regulations and policies concerning the electric vehicle industry, the electric utility industry and the renewable energy industry and more broadly, the environment and carbon emissions.

Our growth and profitability depend on the demand for and the prices of our solutions, products and services, which are underpinned by the relative cost of electricity and solar power as well as EV conversion kit components. If we experience negative macroeconomic and microeconomic conditions, our business, results of operations and financial condition may be materially adversely affected.

12

Commodity prices (particularly for natural gas and coal) could impact the economic viability of our businesses, in particular SES and Solar Development.

Traditional forms of electricity generation using commodities such as natural gas and coal provide a source of competition for renewable energy, including solar power. Commodity prices are inherently volatile and from time-to-time traditional forms of generation can be cheaper and more competitive than renewable power. Increased competition caused by prolonged low commodity prices for traditional forms of generation could adversely impact the economic viability of our SES and Solar Development business units. This has the potential to negatively impact our ability to achieve our earnings or cash flow targets, which could have a consequential material adverse effect on our business, results of operations and financial condition.

Our operations span multiple markets and jurisdictions, exposing us to numerous legal, political, operational, foreign currency exchange and other risks that could negatively affect our operations and profitability.

With operations in the United States, the United Kingdom, Europe, the UAE, the Philippines and Australia, we are exposed to various financial, political and economic factors. Our customers and suppliers are also located in various countries across the world. We are subject to regulation in all of the jurisdictions in which we operate. Compliance with a variety of laws may require additional costs for sufficient controlling mechanisms or legal advice. Difficulties with enforcement of agreements and receivables in foreign legal systems may result in loss of revenue, depreciations, and lower cash flows. Changes in regulatory requirements may cause, among other things, expensive production reorganizations. Decision-making processes may become more complex, requiring more management resources. Trade wars, imposition of tariffs and export controls caused by geopolitical developments may impede supply chains and customer deliveries. In addition, the circulation of goods which are vital to our business success due to our international orientation can been adversely affected by pandemics such as COVID-19.

We continue to explore expansion of our international operations in certain markets where we currently operate and in selected new or developing markets. New markets and developing markets can present many risks including the actions and decisions of local and national authorities and regulators, the imposition of limits on foreign ownership of local companies, changes in laws (including tax laws and regulations) as well as their application or interpretation, civil disturbances and political instability, difficulties in protecting intellectual property, fluctuations in the value of the local currency, restrictions that prevent us from transferring funds from these operations out of the countries in which they operate or converting local currencies we hold into U.S. dollars, British Pounds or other currencies, as well as other adverse actions by governmental authorities and regulators, such as the retroactive application of new requirements on our current and prior activities or operations. Additionally, evaluating or entering into a developing market may require considerable time from management, as well as start-up expenses for market development before any significant revenues and earnings are generated. Engaging with foreign representatives and consultants may be vital for the success of our operations in certain countries and hence create a significant dependency on their abilities. Operations in new markets may achieve low margins or may be unprofitable, and expansion in existing markets may be affected by local political, economic and market conditions. As we continue to operate our business internationally, our success will depend, in part, on our ability to anticipate and effectively manage these and other related risks. The impact of any one or more of these or other factors could adversely affect our business, financial condition or results of operations. 

We generate revenues and incur costs in a number of currencies. Changes in economic or political conditions in any of the countries in which we operate could result in exchange rate movement, new currency or exchange controls or other restrictions being imposed on our operations or expropriation. Because our financial results are reported in U.S. dollars, if we generate revenue or earnings in other currencies, the translation of those results into U.S. dollars can result in a significant increase or decrease in the amount of those revenues or earnings.

Foreign exchange rates have seen significant fluctuation in recent years, and significant increases in the value of the U.S. dollar relative to foreign currencies could have a material adverse effect on the Group’s (as defined below) reported financial results.

Seasonal variations in demand linked to construction cycles and weather conditions may influence our results of operations and severe weather, including extreme weather conditions associated with climate change, may negatively affect our operations.

Our business is subject to seasonal variations in demand linked to weather conditions. The demand for our solutions, products and services from some countries may also be subject to significant seasonality due to adverse weather conditions. Furthermore, extreme weather conditions such as hurricanes, droughts, heat waves, fires, winter storms and other severe weather events associated with climate change could cause these seasonal fluctuations to be more pronounced. Seasonal variations and unseasonal weather could adversely affect our results of operations, including preventing our workforce from progressing projects as planned and making them more volatile and unpredictable.

Destruction caused by severe weather events, such as hurricanes, flooding, tornados, severe thunderstorms, snow and ice storms, can result in lost operating revenues due to outages, property damage including downed transmission and distribution lines, and additional and unexpected expenses to mitigate storm damage, any of which may have a material adverse impact on our business, results of operations and financial condition.

A deterioration or other negative change in economic or financial conditions in the countries in which we operate or in the global financial markets could have a material adverse effect on our business or results of operations.

Our business depends on the availability of third-party financing on attractive terms. If a deterioration, volatility, or other negative changes occurred in economic or financial conditions, either in the countries in which we operate or in the global financial markets in general, our access to such financing, or the terms on which we are able to access such financing, could be significantly and negatively affected. Financial markets are subject to periods of substantial volatility and such volatility is difficult or impossible to predict in advance.

If we are unable to secure third party financing on commercially viable terms, this could have a material adverse impact on our business, prospects, operating results and financial condition.

13

Risks related to information systems, internal controls, cybersecurity, record keeping and reporting

Our operations depend on proper performance of various information technology systems.

The majority of our operational steps are covered by complex information technology (“IT”) systems and Enterprise-Resource-Planning (“ERP”) systems such as Netsuite. We rely on integrated IT systems, in particular for purposes of production planning, scheduling, control and quality assurance, recording our order intake, sales volumes and distribution, and maintaining our accounting systems. In addition, new IT systems are implemented continuously across our Group.

Our IT systems may fail for a number of reasons in the future. Rapid growth of our business, fire, lightning, flooding, earthquake or other natural disasters, technological or human error or other events may cause disruptions. In addition, we may be the subject of cyber-attacks in the future, and we cannot ensure entirely that our IT security will successfully prevent such hacks, denial of service attacks, data theft or other cyber-attacks. Our back-up systems may fail to fully protect us against the effects of such events. Consequently, any failure of our IT systems could lead to difficulties meeting customers’ demands, delays in delivery, less effective hedging or accounting or risk management failures. Moreover, confidential or private information, including third-party information, may be leaked, stolen, or manipulated or compromised in other ways. In this event, we may also be subject to contractual penalties or claims for damages, administrative fines or other sanctions under secrecy, confidentiality, or data protection laws and regulations. Our insurance may not adequately cover potential damages which may reduce our customer base and ultimately result in lower revenue.

If we are unable to maintain effective internal controls over financial reporting or effective disclosure controls and procedures, or if material weaknesses in our internal controls over financial reporting or in our disclosure controls and procedures develop, it could negatively affect the reliability or timeliness of our financial reporting and result in a reduction of the price of our Ordinary Shares or have other adverse consequences.

There can be no assurance that our internal controls or our disclosure controls and procedures will provide adequate control over our financial reporting and disclosures and enable us to comply with the requirements of the Sarbanes-Oxley Act. In addition, carrying out our growth plan may require our controls and procedures to become more complex and may exert additional resource requirements in order for such controls and procedures to be effective. Any material weaknesses in our internal controls over financial reporting, or in our disclosure controls and procedures, may negatively affect the reliability or timeliness of our financial reporting and could result in a decrease in the price of our Ordinary Shares, limit our access to capital markets, harm our liquidity or have other adverse consequences.

The accounting treatment for many aspects of our business is complex and any changes to the accounting interpretations or accounting rules governing our business could have a material adverse effect on our reported results of operations and financial results. 

The accounting treatment for many aspects of our business is complex, and our future results could be adversely affected by changes in the accounting treatment applicable to our business. In particular, any changes to the accounting rules regarding the following matters may require us to change the manner in which we operate and finance our business: 

● revenue recognition and related timing;

● intercompany contracts;

● operation and maintenance contracts;

● long-term vendor agreements; and

● foreign holding company tax treatment.

Security breaches, cyber-attacks, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

In the ordinary course of our business, we collect and store sensitive data, intellectual property and proprietary business information owned or controlled by ourselves or our customers. This data encompasses a wide variety of business-critical information including research and development information, commercial information, and business and financial information. We face four primary risks relative to protecting this critical information: loss of access; inappropriate disclosure; inappropriate modification; and inadequate monitoring of our controls over the first three risks.

The secure processing, storage, maintenance, and transmission of this critical information is vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take measures to protect sensitive information from unauthorized access or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers or viruses, breaches, interruptions due to employee error, malfeasance, lapses in compliance with privacy and security mandates, or other disruptions. Any such breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost, or stolen.

Any such security breach or interruption, as well as any action by us or our employees or contractors that might be inconsistent with the rapidly evolving data privacy and security laws and regulations applicable within the United States and elsewhere where we conduct business, could result in enforcement actions by U.S. states, the U.S. federal government or foreign governments, liability or sanctions under data privacy laws that protect personally identifiable information, regulatory penalties, other legal proceedings such as but not limited to private litigation, the incurrence of significant remediation costs, disruptions to our development programs, business operations and collaborations, diversion of management efforts and damage to our reputation, which could harm our business and operations. Because of the rapidly moving nature of technology and the increasing sophistication of cybersecurity threats, our measures to prevent, respond to and minimize such risks may be unsuccessful.

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In addition, the European Parliament and the Council of the European Union adopted a comprehensive general data privacy regulation, or GDPR, in 2016 to replace the current European Union Data Protection Directive and related country specific legislation. The GDPR took effect in May 2018 and governs the collection and use of personal data in the European Union. The GDPR, which is wide-ranging in scope, will impose several requirements relating to the consent of the individuals to whom the personal data relates, the information provided to the individuals, the security and confidentiality of the personal data, data breach notification and the use of third-party processors in connection with the processing of the personal data. The GDPR also imposes strict rules on the transfer of personal data out of the European Union to the United States, enhances enforcement authority and imposes large penalties for noncompliance, including the potential for fines of up to €20 million or 4% of the annual global revenues of the infringer, whichever is greater. While we have taken steps to comply with the GDPR, including such as reviewing our security procedures and entering into data processing agreements with relevant contractors, we cannot assure you that our efforts to remain in compliance will be fully successful.

Further, unauthorized access, loss or dissemination of sensitive information could also disrupt our operations, including our ability to conduct research and development activities, process and prepare company financial information, manage various general and administrative aspects of our business and damage our reputation, any of which could adversely affect our reputation and our business. In addition, there can be no assurance that we will promptly detect any such disruption or security breach, if at all. To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development of our products could be delayed.

We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could have a material adverse effect on our reported results of operations.

In connection with the preparation of our consolidated financial statements included in Item 17. Financial Statements of this Annual Report, we use certain estimates and assumptions, which are more fully described in Notes 2 and 3 of the financial statements filed as part of this Annual Report, starting on page F-1. The estimates and assumptions we use in the preparation of our consolidated financial statements affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates. While we believe that these estimates and assumptions are reasonable under the circumstances, they are subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on our financial statement presentation, financial condition, results of operations and cash flows, any of which could cause our stock price to decline.

We currently report our financial results under IFRS, which differs in certain significant respects from U.S. GAAP.

We report our financial statements under IFRS. There have been and there may be in the future certain significant differences between IFRS and U.S. GAAP, including but not limited to differences related to revenue recognition, share-based compensation expense, income tax, impairment of long-lived assets and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

Risks related to regulations and governance

Regulations and policies governing the electric utility industry, as well as changes to these regulations and policies, may adversely affect demand for our solutions, projects and services and materially adversely affect our business, results of operations and/or financial condition. 

The market for electricity generation is heavily influenced by local country factors including federal, state and local government regulations and policies concerning the electric utility industry, as well as policies promulgated by public utility commissions and electric utilities. These regulations and policies govern, among other matters, electricity pricing and the technical interconnection of distributed electricity generation to the grid. The regulations and policies also regulate net metering in the U.S., which relates to the ability to offset utility-generated electricity consumption by feeding electricity produced by onsite renewable energy sources, such as solar energy, back into the grid. Purchases of renewable energy, including solar power, by customers could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for our sustainable energy solutions. Changes in consumer electricity tariffs or peak hour pricing policies of utilities, including the introduction of fixed price policies, could also reduce or eliminate the cost savings derived from sustainable energy solutions and, as a result, reduce customer demand for our systems. Any such decrease in customer demand could have a material adverse effect on our business, financial condition or results operations.

15

Regulations and policies governing electric vehicles may materially adversely affect the adoption of electric vehicles and hence the demand for and/or financial viability of our electric vehicle business.

Electric vehicle sales are subject to foreign, federal, state and local laws, rules, regulations and policies which affect both demand and supply. These include incentives for purchase as well as manufacturing. Should these incentives be removed or reduced, the demand and/or supply of electric vehicles may decline. In addition, each jurisdiction will have their own laws, rules and regulations in relation to on road usage of electric vehicles, including homologation requirements.

Electric vehicles are also subject to industry specific laws, rules and regulations for use in different industries. For example, there are specific mining regulations which define certain technical and safety requirements that must be met in order for electric vehicles to be eligible for use on mine sites. Road use of our electric vehicles will also require adhering to local laws and regulations in order to be operated on public roads.

These laws, rules and regulations may adversely affect the technical and economic viability of our Tembo EUV products and solutions which in turn could have a material adverse effect on our business, results of operations and financial condition.

Regulations and policies governing solar power project development, installation and energy generation may adversely affect demand for solutions, products and services including SES, Critical Power and Solar Development. 

Our SES, Critical Power and Solar Development segments each have revenue generating elements that involve solar power project and systems development, installation and/or generation. Hence, each of these business segments are impacted by regulations and policies that affect solar power project development, installation and generation.

Energy and electricity markets are influenced by foreign, federal, state and local laws, rules and regulations. These laws, rules and regulations, which differ across jurisdictions may affect electricity pricing and electricity generation and could have a substantial impact on the relative cost and attractiveness of renewable energy, including solar power compared to other forms of energy generation. Furthermore, there may be rules introduced to curtail the generation and/or supply of renewable power generation so as to reduce the effects of power intermittency, which adversely affects the economic viability of solar power projects and systems.

In addition, the financial viability and attractiveness of projects which comprise of renewable power generation heavily depends on equipment prices which are affected by laws, rules and regulations. For example, trade and local content laws, rules and regulations, such as tariffs on solar panels, can increase the pricing of solar equipment, thereby raising the cost of developing solar projects and reducing the savings and returns achievable by off-takers and investors, and also potentially reducing profit margins on projects. These and any other tariffs or similar taxes or duties may increase the cost of solar power project and systems development, thereby reducing their economic appeal.

Furthermore, the installation of solar power equipment is subject to a broad range of federal, state, local and foreign regulations relating to trade, construction, safety, environmental protection, utility interconnection and metering, and related matters. Any new regulations or policies in this regard may result in significant additional cost of solar power project and systems installation, thereby reducing their economic appeal.

In some cases, the economic viability of a solar project and/or system will depend on securing a power purchase agreement (“PPA”). Such PPAs are typically subject to approval by the relevant regulatory authority in the local market. There can be no assurance that any such approval will be obtained, and in certain markets, the regulatory bodies have recently demonstrated a heightened level of scrutiny on solar PPAs that have been brought for approval. If the required approval is not obtained for any particular solar PPA, the PPA counterparty may exercise its right to terminate such agreement, and we may lose invested development capital, which could have a material adverse effect on our business, results of operations and financial condition.

Changes to our tax liabilities or changes to tax requirements in the jurisdictions in which we operate could significantly and negatively affect our profitability. 

We are subject to income taxes and potential tax examinations in various jurisdictions, and taxing authorities may disagree with our interpretations of U.S. and foreign tax laws and may assess additional taxes. The taxes ultimately paid upon resolution of such examinations could be materially different from the amounts previously included in our income tax provision, which could have a material impact on our profitability and cash flow. Moreover, changes to our operating structure, losses of tax holidays, changes in the mix of earnings in countries with tax holidays or differing statutory tax rates, changes in tax laws, and the discovery of new information in the course of our tax return preparation process could each have a negative impact on our tax burden and therefore our financial condition. Changes in tax laws or regulations or interpretations may also increase tax uncertainty and adversely affect our results of operations. Any increase in corporation or other tax rates to which the Company is exposed or adverse changes in the basis of calculation could result in the Company paying higher taxes and could have an adverse impact on the Company’s cash flows, financial condition, and results of operations.

16

Changes in, or any failure to comply with, privacy laws, regulations, and standards may adversely affect our business.

The regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Governmental bodies around the world have adopted, and may in the future adopt, laws and regulations affecting data privacy. Industry organizations also regularly adopt and advocate for new standards in this area. In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that apply to us. Any changes in such laws, regulations or standards may result in increased costs to our operations, and any failure by us to comply with such laws, regulations and standards may have a significant and negative impact on our business or reputation.

As a foreign private issuer under the rules and regulations of the SEC, we are exempt from a number of rules under U.S. securities laws that apply to U.S.-based issuers and are permitted to file less information with the SEC than such companies.

We are a “foreign private issuer” under the rules and regulations of the SEC. As a result, we are not subject to all of the disclosure requirements applicable to U.S.-based issuers. For example, we are exempt from certain rules under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), that impose disclosure and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to securities registered under the Exchange Act. In addition, we are not required to file periodic reports and consolidated financial statements with the SEC as frequently or as promptly as U.S.-based public companies. As a result, there may be less publicly available information concerning our Company than there is for U.S.-based public companies. Furthermore, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules. 

U.S. holders of our shares could be subject to material adverse tax consequences if we are considered a “passive foreign investment company” for U.S. federal income tax purposes.

We do not believe that we are a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes, and we do not expect to become a PFIC. However, the determination of whether we are a currently, or may become in the future, a PFIC, depends on the particular facts and circumstances (such as the valuation of our assets, including goodwill and other intangible assets) and may also be affected by the application of the PFIC rules, which are subject to differing interpretations. Because that factual determination is made annually after the end of each taxable year, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable years.

If we are a PFIC, U.S. holders of our Ordinary Shares would be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws and regulations. A U.S. holder of our Ordinary Shares may be able to mitigate some of the adverse U.S. federal income tax consequences described above with respect to owning the Ordinary Shares if we are classified as a PFIC, provided that such U.S. investor is eligible to make, and validly makes, a “mark-to-market” election. In certain circumstances a U.S. Holder can make a “qualified electing fund” election to mitigate some of the adverse tax consequences described with respect to an ownership interest in a PFIC by including in income its share of the PFIC’s income on a current basis. However, we do not currently intend to prepare or provide the information that would enable a U.S. Holder to make a qualified electing fund election.

Investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules to our Ordinary Shares. For more information related to classification as a PFIC, see Certain Material U.S. Federal Income Tax Considerations -- Passive Foreign Investment Company Considerations.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As a foreign private issuer, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. In the future, we would lose our foreign private issuer status if we failed to meet the requirements set forth in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”). If we were to lose our status as a foreign private issuer, we would become subject to the regulatory and compliance costs associated with being a U.S. domestic issuer under U.S. securities laws, rules and regulations and stock exchange requirements, which costs may be significantly greater than costs we incur as a foreign private issuer. We would be required under current SEC rules to prepare our consolidated financial statements in accordance with U.S. GAAP and modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers. These requirements would be additional to, and not in place of, those under U.K. law to prepare consolidated financial statements under IFRS and comply with applicable U.K. corporate governance laws. If we do not qualify as a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. Such conversion and modifications will involve additional costs, both one-off in nature on conversion and ongoing costs to meet reporting in both U.S. GAAP and IFRS, which would reduce our operating profit. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers. Therefore, the additional costs that we would incur if we lost our foreign private issuer status could have a significant and negative impact on our financial condition, operating results or cash flows.

17

U.S. investors may have difficulty enforcing civil liabilities against our Company, our directors or members of senior management and the experts named in this Annual Report.

Most of our directors and the experts named in this Annual Report are non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible to serve process on such persons or us in the United States or to enforce judgements obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of the United States. There may be doubt as to whether the courts of England and Wales would accept jurisdiction over and enforce certain civil liabilities under U.S. securities laws in original actions or enforce judgements of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere are likely to be unenforceable in England and Wales (an award for monetary damages under the U.S. securities laws may be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and appears to be intended to punish the defendant). The enforceability of any judgement in England and Wales will depend on a number of criteria, including public policy, as well as the laws and treaties in effect at the time. The United States and the U.K. do not currently have any treaties providing for recognition and enforcement of judgements (other than arbitration awards) in civil and commercial matters.

Changes in U.S. federal income tax policy, including in relation to investment tax credits, may affect the appetite of investors for renewable project investments that are eligible for such credits and could therefore have a negative impact on the economic viability of our U.S. solar development projects.

Among other factors, the economic viability of our solar development projects in the United States may depend upon U.S. federal income tax rates as well as the investment tax credit regime under Section 48 of the Internal Revenue Code (the “Code”). The federal income tax reform enacted under the Tax Cuts and Jobs Act of 2017 included a substantial reduction to the federal income corporate tax rate which reduced the economic value of federal investment tax credits. However, the Inflation Reduction Act of 2022 lifted ITCs to 30% and extended them for projects beginning construction before January 1, 2025, with solar projects also being able to take the Production Tax Credit in lieu of ITCs. Any future changes in taxation policy, including in relation to investment tax credits may have a negative impact on the economic viability of our U.S. solar development projects, all other things being equal.

From time to time, we may become involved in costly and time-consuming litigation and other regulatory proceedings which require significant attention from our management.

In addition to potential litigation related to defending our intellectual property rights, we may be named as a defendant from time to time in other lawsuits and regulatory actions relating to our business, some of which may claim significant damages.

For example, as discussed further in “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information - Legal Proceedings,” on February 26, 2018, the Company’s former Chief Executive Officer, Phillip Comberg, filed a legal claim alleging the Company committed a repudiatory breach of his service agreement in connection with the termination of his employment on October 4, 2017. On April 9, 2018, the Company filed a defense and counterclaim, denying that a repudiatory breach was committed by the Company and denying the other claims asserted by Mr. Comberg, claiming that Mr. Comberg was terminated for cause. On November 26, 2018, the Company agreed to a settlement of the counterclaims against Mr. Comberg for an undisclosed amount. After aborted attempts at settlement, the matter was heard in the U.K. High Court, with judgement ruled in September 2020. The Company was successful in defending the majority of the claims, with a total of £0.62 million ($0.90 million) of the claims being settled in favor of Mr. Comberg. However final costs and interest awarded to him were $1.76 million. Of the remaining provision as at June 30, 2021 of $0.5 million for unpaid costs, $0.4 million was spent in the year ended June 30, 2022, resulting in a $0.1 million release of the remaining unutilized provision.

On May 31, 2022 the William Q. Richards Estate (the “Plaintiff” or the “Estate”) filed a complaint against VivoPower USA LLC, Caret, LLC (“Caret”), formerly Innovative Solar Ventures I, LLC (“ISV”), and related entities (the "VivoPower Defendants") alleging the VivoPower Defendants improperly included land owned by the Estate in the reinvestment zone of the tax abatement agreements executed on March 14, 2022 between Cottle County, Texas and the Company’s subsidiaries Innovative Solar 144, LLC and Innovative Solar 145, LLC. The complaint sought to nullify and/or declare the tax abatement agreements void. The Estate filed an amended complaint on August 18, 2022, further detailing their claims and requesting unspecified damages. On September 16, 2022, the VivoPower Defendants filed a motion to dismiss Plaintiff’s Amended Complaint, which the Court subsequently granted on January 23, 2023, stating that the Plaintiff had failed “to establish that the amount in controversy had been met.” On February 20, 2023, the Estate filed a second amended complaint to argue that the amount in controversy was met. Regina, widow of the late William Q. Richards, was added as a plaintiff in the second amended complaint. On March 6, 2023, the VivoPower Defendants filed a new motions to dismiss the Plaintiffs’ second amended complaint. On May 5, 2023, the Plaintiffs filed an instant opposition to the VivoPower Defendants’ motions to dismiss. On May 19, 2023, the VivoPower Defendants submitted a reply supporting their motion to dismiss requesting the dismissal of the Plaintiffs' claim. The Company does not expect the Plaintiff to be successful in its complaint. Accordingly no provision has been recorded as at June 30, 2023 in relation to this matter.

In addition to the foregoing litigation, we may be subject in the future to, or may file ourselves, claims, lawsuits or arbitration proceedings related to matters in tort or under contracts, employment matters, securities class action lawsuits, whistleblower matters, tax authority examinations or other lawsuits, regulatory actions or government inquiries and investigations. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable outcome could have a material adverse impact on our business and financial condition, results of operations or cash flows or limit our ability to engage in certain of our business activities. In addition, regardless of the outcome of any litigation or regulatory proceedings, such proceedings are often expensive, lengthy, disruptive to normal business operations and require significant attention from our management.

18

We are subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws, as well as export control laws, import and customs laws, trade and economic sanctions laws and other laws governing our operations.

Our operations are subject to anti-corruption laws, including the U.K. Bribery Act 2010, or the Bribery Act, the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, and other anti-corruption laws that apply in countries where we do business. The Bribery Act, the FCPA and these other laws generally prohibit us and our employees and intermediaries from authorizing, promising, offering, or providing, directly or indirectly, improper or prohibited payments, or anything else of value, to government officials or other persons to obtain or retain business or gain some other business advantage.

Under the Bribery Act, we may also be liable for failing to prevent a person associated with us from committing a bribery offense. We, and those acting on our behalf, operate in a number of jurisdictions that pose a high risk of potential Bribery Act or FCPA violations, and we participate in collaborations and relationships with third parties whose corrupt or illegal activities could potentially subject us to liability under the Bribery Act, FCPA or local anticorruption laws, even if we do not explicitly authorize or have actual knowledge of such activities. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted. Furthermore, compliance with the Bribery Act, the FCPA and these other laws is expensive and difficult, particularly in countries in which corruption is a recognized problem.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the United States and the U.K., and authorities in the European Union, including applicable export control regulations, economic sanctions and embargoes on certain countries and persons, anti-money laundering laws, import and customs requirements and currency exchange regulations, collectively referred to as Trade Control laws.

There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the Bribery Act, the FCPA or other legal requirements, including Trade Control laws. If we are not in compliance with the Bribery Act, the FCPA and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the Bribery Act, the FCPA, other anti-corruption laws or Trade Control laws by United States, U.K. or other authorities could also have an adverse impact on our reputation, our business, results of operations and financial condition. Further, the failure to comply with laws governing international business practices may result in substantial civil and criminal penalties and suspension or debarment from government contracting.

Any such violation, even if prohibited by our policies, could subject us and such persons to criminal and/or civil penalties or other sanctions, which could have a material adverse effect on our reputation and results of operations.

Risks related to attracting and retaining talent 

Our future success depends on our ability to retain our chief executive officer and other key executives.

We are highly dependent on Kevin Chin, our Chairman and Chief Executive Officer, and other principal members of our management team. Although we have formal employment agreements with each of our executive officers, these agreements do not prevent our executives from terminating their employment with us. We do not maintain “key person” insurance on any of our executive officers. The unplanned loss of the services of any of these persons could materially impact our business and results of operations.

The success of our Company is heavily dependent on the continuing services of key personnel as well as the recruitment and retention of additional personnel.

Our industry is characterized by intense competition for personnel, particularly technically skilled personnel. The success of our Company is highly dependent on the contributions of executives and other key personnel, and if we were to lose the contributions of any such personnel, it could have a negative impact on our business and results of operations.

Moreover, our growth plan will require us to hire additional personnel in the future. If we are not able to attract and retain such personnel, our ability to realize our growth objectives will be compromised. For Tembo in particular, given its potential growth trajectory, there is a need to hire a significant number of additional personnel including embedded engineers, software engineers, mechanical engineers and electrical engineers. Tembo’s current location in the Netherlands may not have a sufficiently deep pool of talent in this regard and/or Tembo may face competition for talent from other companies in the region. There can be no assurance that we will be able to successfully recruit the employees we need to achieve our business objectives.

In addition, talented employees may choose to leave the Company because of competing companies offering better remuneration packages. When talented employees leave, we may have difficulty replacing them and our business may suffer. While we strive to maintain our competitiveness in the marketplace, there can be no assurance that we will be able to successfully retain the employees that we need to achieve our business objectives.

The loss of one or more of our key management or operating personnel, or the failure to attract and retain additional key personnel, could have a material adverse impact on our business, results of operations, financial condition and prospects. 

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ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

VivoPower was incorporated on February 1, 2016, under the laws of England and Wales, with company number 09978410, as a public company limited by shares. VivoPower recertified as a B Corporation in 2022 and was recognized in the Best For The World program as being in the top 5% amongst B Corporations for Governance.

On November 5, 2020, the Company completed the acquisition of 51% of Tembo e-LV B. V. and its subsidiaries: Tembo 4x4 B.V. and FD 4x4 Centre B.V. (“Tembo”) for a total consideration of €4.0 million. On February 2, 2021, the Company acquired the remaining 49% of Tembo e-LV for €1.8 million cash consideration and €0.2m of Ordinary Shares. The primary business activity of Tembo is assembly of ruggedized electric vehicles and related products, suitable for use in off-road and ruggedized environments, including mining, infrastructure, utilities, government services, humanitarian, tourism and agriculture sectors. Tembo’s capabilities are a key element of VivoPower’s sustainable energy solutions strategy and offering. 

On June 30, 2021, the Company acquired the remaining 50% interest in its joint venture, Caret, from the other joint venture partner, Innovative Solar Systems, LLC ("ISS"), for $1. The primary business activity of Caret is the development of utility scale solar farms in the U.S.

On July 1, 2022 the Company disposed of the business and assets of J.A. Martin except its solar division and the business and assets of Non-Destructive Testing Services in a sale to ARA Electrical Engineering Services Pty Limited (ARA) for an upfront cash payment of $3.4 million less working capital adjustment of $0.8 million, sale costs of $0.3 million and an earn-out payment payable 12 months after disposal of 4.5x FY2023 EBITDA minus the upfront payment, estimated on a discounted basis at $4.2 million.

VivoPower has 22 subsidiaries and associated entities. See “Item 4.C. Organizational Structure” for a list of each entity and its jurisdiction of incorporation.

Corporate and Other Information

Our registered office is located at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF, United Kingdom. Our telephone number is +44-203-667-5158 and our internet address is https://www.vivopower.com. Our website and the information contained on or accessible through our website are not part of this Annual Report. Our agent for service of process in the U.S. is CSC Global / The Law Debenture Trust. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

B. Business Overview

VivoPower is an award-winning global sustainable energy solutions B Corporation company focused on electric solutions for customised and ruggedised fleet applications, battery and microgrids, solar and critical power technology and services. The Company’s core purpose is to provide its customers with turnkey decarbonisation solutions that enable them to move toward net-zero carbon status. VivoPower has operations and personnel in Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines, and the United Arab Emirates.

Management analyzes our business in five reportable segments: Critical Power Services, Electric Vehicles, Sustainable Energy Solutions, Solar Development and Corporate Office. Critical Power Services is represented by VivoPower’s wholly owned-subsidiary Aevitas. In turn, Aevitas wholly owns Kenshaw Electrical Pty Limited (“Kenshaw”) and Kenshaw Solar Pty Ltd (previously J.A. Martin) (“Aevitas Solar”), both of which operate in Australia with a focus on the design, supply, installation and maintenance of critical power, control and distribution systems, including for solar farms. Electric Vehicles is represented by Tembo e-LV B.V. (“Tembo Netherlands”) and Tembo EV Australia Pty Ltd (“Tembo Australia”), (in combination “Tembo”) a specialist battery-electric and off-road vehicle company delivering electric vehicles (“EV”) for mining and other industrial customers globally. Sustainable Energy Solutions (“SES”) is the design, evaluation, sale and implementation of renewable energy infrastructure to customers, both on a standalone basis and in support of Tembo EVs. Solar Development is represented by Caret and comprises seven active utility-scale solar projects under development in the United States. Corporate Office is the Company’s corporate functions, including costs to maintain the Nasdaq public company listing, comply with applicable SEC reporting requirements, and related investor relations and is located in the U.K. See Note 4.2 to our consolidated financial statements included herein for a breakdown of our financial results by reportable segment.

Critical Power Services

VivoPower, by way of a holding entity known as Aevitas, which was established in 2013 and subsequently acquired in December 2016, wholly owns two Australian subsidiaries: Kenshaw and Aevitas Solar. Aevitas is a key player in the manufacture, distribution, installation and servicing of essential energy infrastructure solutions. Its portfolio spans the design, procurement, installation, and upkeep of power and control systems, including those catering to utility and industrial scale solar farms.

Aevitas’ reputation as reliable power consultants enables it to serve a diverse range of clients, spanning governmental, commercial, and industrial sectors. From their headquarters located in Newcastle, within New South Wales' Hunter Valley region, these businesses extend their operations across Australia's Eastern seaboard with additional locations in Canberra and Sydney. Owing to their strategic positioning, they are well-equipped to capitalize on the robust growth from public and private sector investments within the infrastructure, renewable energy, mining, and data center industries.

The Hunter Valley region is Australia's foremost regional economy, larger than Tasmania, the Northern Territory, and the Australian Capital Territory. With an estimated 322,000 jobs and a GDP valued at $28 billion, the region has a diverse economic landscape and skilled workforce. Traditional strengths in mining and advanced manufacturing, are being supplemented by rapidly expanding sectors such as defense, food and agribusiness, and renewables.

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The region holds a favorable position to reap the benefits from overarching trends influencing the Australian economy. Factors such as an aging population and increased integration into the global economy present significant opportunities for economic advancement and growth in the Hunter Valley.

The Critical Power Services businesses have several core competencies, encompassing a range of electrical and mechanical services. In addition, the businesses are responsible for delivering electrical services and infrastructure to support VivoPower’s EV and SES offerings, including on-site renewable generation, batteries and microgrids, EV charging stations, and emergency backup power solutions.

Kenshaw Electrical Pty Limited

Established in 1981, Kenshaw is a specialist in the provision of essential electrical and mechanical power services, with its headquarters situated in Newcastle, within Australia's Hunter Valley region.

Kenshaw operates out of three locations across New South Wales and the Australian Capital Territory, with its head office in Newcastle and additional branches in Canberra and Sydney. The business’s longstanding history of quality is attributed to its highly skilled personnel, whose abilities span a comprehensive array of critical power generation solutions, products, and services. Their expertise covers the entire life cycle of electric motors, power generators, and mechanical equipment.

Kenshaw holds ISO9001 (Quality Management), ISO45001 (Occupational Health and Safety) and the newly acquired AS/NZS3800 (Electrical equipment for explosive atmospheres) certification as evidence of its commitment to quality and safety. With a proactive and responsive approach, the business delivers programmed and as-needed services to a dedicated clientele that exceeds 500 in number. This diverse client base spans local, national, and multinational entities, incorporating sectors from data centers and health infrastructure to mine operators and agriculture. Furthermore, it serves aged care facilities, transport providers, and utility services. Offering both contract-based and ad-hoc services, Kenshaw has built a strong reputation for reliable and timely service among its wide-ranging clientele.

Kenshaw’s core competencies include: generator design, turn-key sales and installation; generator servicing and emergency breakdown services; customized motor modifications; wheel cartridge motor electric repair and refurbishment; and industrial electrical services. 

The data center sector remains an important market for Kenshaw. Propelled by the ongoing trend of digital transformation, the rise and persistence of remote work, online education, and virtual entertainment amid and subsequent to the COVID-19 pandemic, demand for Kenshaw's services has seen significant growth. This surge is further amplified by the burgeoning influence, processing and storage needs of artificial intelligence.

VivoPower believes Kenshaw will continue to benefit from the growth in the data center market through its long-term relationship with data center and facility management service providers. While Kenshaw has traditionally been focused on new data center builds, this stage of the market is increasingly being dominated by original equipment manufacturers (OEMs) such as Cummins and Penske, increasing competition and making margins unattractive. As a consequence, Kenshaw has pivoted to focus more heavily on data center maintenance services, both ad-hoc and scheduled. The nature of this revenue is of a higher quality given it is at a higher margin, more predictable and in some cases, multiyear contracted.

The growing base of both Kenshaw and third party completed installation projects provides a fertile environment for the business to provide the ongoing monitoring and maintenance of these critical Uninterruptible Power Supply ("UPS") assets, through its Generator Service division. The Canberra and Sydney branches, form an integral part of this offering by allowing for locally stored equipment and locally available personnel with an aim for Kenshaw to become entrenched at its clients’ sites for the entire lifecycle of these assets.

In addition to the data center sector, the infrastructure sector continues to be a growing contributor for Kenshaw. In the 2022-23 budget season, a record $168 billion in general government expenditure was allocated to infrastructure over the four years to FY2025-26. This is $4.5 billion higher than the 2021-22 budget season. Of particular relevance to Kenshaw, the New South Wales state government allocated $58 billion to infrastructure, an increase of $1.8 billion over the prior year, and equivalent to 17.9% of general government expenditure.

A key part of the infrastructure sector and where Kenshaw has enjoyed good growth is the rail sector. Australian railways activity across construction and maintenance rose to a record $8.5 billion in 2021-22, with activity forecast to average $9.5 billion over the next five years as a swathe of large and predominantly publicly funded projects ramp up across Australia. Railway construction work increased in real terms by 2.9% to $7 billion in 2021-22, a record level of activity. This represents the sixth consecutive year of growth in rail construction driven predominantly by publicly funded projects, which have increased by 287% since 2014-15. Overall, $85 billion in rail civil construction and maintenance is forecast for the coming decade to 2031-32, compared to $63 billion over the last decade. Over the next 15 years, $101 billion in rail construction work is expected.

Kenshaw benefits from the continued increase in public sector spending on infrastructure, and in particular rail projects, through the provision of custom critical power backup solutions and generator maintenance to clients such as civil construction contractors, government agencies and government departments.

Kenshaw's traditional clientele also extends to entities operating within or servicing Australia's mining sector—the nation's predominant industry as gauged by GDP contribution. Over the past year, the Australian mining sector has maintained strong performance, fortifying Kenshaw's position in the industry.

Furthermore, with the mining sector's increasing commitment towards sustainability and acceleration towards achieving net-zero objectives, mine site electrification, particularly with renewable energy, emerges as a significant growth opportunity for both Kenshaw and VivoPower. Given Kenshaw's established track record in the sector, it is optimally poised to capitalize on future expansion in the Australian mining industry, particularly in its pursuit of decarbonization.

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Revenue earned within Australia is comprised of the following activities:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Generator sales and installation		2,159		5,206		11,479
Generator service and non-destructive testing		2,372		1,767		1,761
Motor sales and overhaul		6,474		5,315		5,169
Total revenue		11,005		12,288		18,409

There is no material seasonality which impacts Kenshaw, however in FY2023, the business continued to be adversely impacted by supply chain challenges, with most electrical equipment manufactured outside of Australia. The business has had to adapt to longer lead times from suppliers caused by the COVID-19 induced disruption to supply chains and crisis in Ukraine. In addition, inflationary impact has seen an increase in cost of goods sold, the majority of which has been passed on to clients.

Relationships with its primary suppliers enables Kenshaw to sell and service their equipment as a dealer or agent. The business is a primary supplier and service agent for Cummins, Deutz and CAT generators, and WEG electric motors, and maintains long-term relationships with other equipment manufacturers such as Siemens, Toshiba and Teco. This allows Kenshaw to offer a complete solution to its clients with flexibility of product choice.

With almost 500 active customers for the year ended June 30, 2023, the business is not solely reliant on one customer, nor is the business reliant on any one patent, license, material contract, or process. Further, there are no government regulations which are material to the business, beyond those generally applicable to all businesses within the same statutory regime.

VivoPower continues to believe that Kenshaw, through its experience, capability, and track record, is well positioned competitively to benefit from the strong growth outlook for Australian data centers, aged and health care infrastructure as well as the continued strength of the Australian mining sector, particularly as it transitions towards decarbonization.

Aevitas Solar

Aligning with VivoPower's strategic vision to concentrate on its primary businesses - electrical vehicle, renewable critical power, and sustainable energy solutions - the non-solar segment of J.A. Martin was identified as non-essential. As a result, it was divested to ARA on July 1, 2022. Subsequently, the solar-focused division of J.A. Martin has been rebranded as Aevitas Solar and is now overseen by the Kenshaw leadership team.

Aevitas Solar remains committed to fulfilling existing contracts established prior to the divestiture, such as those related to the Blue Grass and Edenvale Solar Farms. Concurrently, the company actively explores new ventures in the solar sector as part of the Aevitas Solar expansion strategy. However, it maintains a prudent approach, being keenly aware of the inherent risks tied to such projects.

Results of J.A. Martin's non-solar activities have been classified under discontinued operations. Included in the net assets divested to ARA of the discontinued operation is a Newcastle-based facility, which specializes in manufacturing industrial switchboards and motor control centers. Additionally, this facility oversees end-to-end project installations, provides maintenance services, and offers both design and engineering expertise. Complementing this is an office and workshop facility situated in the Hunter Valley, dedicated to serving the mining and industrial sectors.

Despite its longstanding history and focus on the industrial, manufacturing, and mining sectors, Aevitas Solar has, in the past four years, carved out a commendable reputation and standing within the Australian solar market. In the recent fiscal year, Aevitas Solar marked significant milestones by finalizing the electrical installations and services for both its ninth and tenth solar farms, the 200MWdc Blue Grass Solar Farm and the 204MWdc Edenvale Solar Farm.

Revenue earned from continuing operations within Australia is comprised of the following activities:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Electrical installation projects		2,591		8,671		4,172
Electrical service contracts		-		-		-
Electrical switchboard manufacturing		-		-		-
Total revenue		2,591		8,671		4,172

Aevitas Solar’s solar division continued to be materially affected by high levels of rainfall along the east coast of Australia in the second half of 2022, continuing into 2023. Nationally-averaged rainfall was 26% above the 1961–1990 average at 587.8 mm, which made 2022 the ninth-wettest year on record for Australia. In eastern Australia in particular, persistent rain saw significant flooding affecting large areas multiple times during the year, including Aevitas Solar project locations. As a consequence, the occurrence of delays attributable to adverse weather have risen, resulting in delayed project completions and higher costs due to the fixed price, low margin nature, and disproportionate and unfavorable risk allocation contained within contracts in the industry.

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Given the structural nature of these risks and the likely ongoing effects of climate change, Aevitas Solar is targeting opportunities with more favorable risk allocation and higher margins. These tend to be smaller, industrial projects that are behind-the-meter but where Aevitas Solar can leverage its experience and skills, without taking on burdensome contractual terms and working capital requirements.

Aevitas Solar selects its materials from an expansive network of both domestic and international suppliers. The criteria for this selection hinge on competitive pricing, timely delivery, product efficacy, and established business relations. These supplier relationships stand central to Aevitas Solar's ability to achieve its commercial objectives and its capacity to satisfy customer demands in a competitive environment.

Given that a majority of electrical equipment is manufactured overseas, the company has adjusted to extended supplier lead times. This is primarily a result of supply chain disruptions instigated by the COVID-19 pandemic and, more recently, the conflict in Ukraine. Despite these adaptations, the challenges in the supply chain have not been entirely alleviated and continue to present operational hurdles.

With the sale of the non-solar J.A. Martin operations, Aevitas Solar will need to diversify its customer-base in order to reduce its reliance on its key solar partner, Grupo Gransolar, S.L. The business is not dependent on any one patent, license, material contract, or process. Further, there are no government regulations which are material to the business, beyond those generally applicable to all businesses within the same statutory regime.

Electric Vehicles

Tembo e-LV B.V. ("Tembo"), with subsidiaries Tembo 4x4 e-LV B.V. and FD 4x4 Centre B.V. (“Tembo Netherlands”), as well as Tembo Technologies Pty Ltd (“Tembo Australia”) are specialist battery-electric and off-road vehicle companies that design and build electric battery conversion kits to replace internal combustion engines (“ICE”) in light utility vehicle fleets. Tembo customers are located across the globe and are mainly in the mining, infrastructure, government services, humanitarian, tourism, agriculture and utilities sectors. At present, Tembo is focused on completing the testing of its new generation LandCruiser LC70 EUV conversion kits ("EUV23") and preparing to commence production later in the year. It is anticipated that Tembo will start shipping these new generation LandCruiser conversion kits late in the second half of calendar year 2023.

With a secular trend of increasing Electric Vehicle ("EV") adoption globally by consumers and continuing pressure from governments and investors for companies to implement concrete decarbonization measures, VivoPower believes that Tembo is well placed to satisfy fleet owners' demand for its conversion kits, which are aimed at sectors with stringent requirements on reliability and safety.

Order book pipeline, deliveries and key agreements

During FY2023, Tembo successfully negotiated several large distribution agreements with partners around the globe. In August 2022, VivoPower entered into memorandum of understanding with a State-Owned Enterprise for 1,000 conversion kits in Jordan, which aligns with Tembo’s strategy to expand its commercial activities and operations in the Middle East, one of the largest market for LandCruisers in the world. In November 2022, the Company signed a definitive agreement with ETC Mauritius in Kenya for the distribution of 4,000 conversion kits, which marked Tembo’s largest agreement to date and its entry into the second-hand light utility vehicle market. In that same month, it signed a supply agreement with Evolution Group Holdings to convert their fleet of Toyota Hilux ICE vehicles in Australia and New Zealand to battery-electric, making Evolution the first traffic management company to commit to the conversion of its fleet to EVs. In February, it signed a definitive agreement with Ulti-Mech in Australia to distribute 1,000 conversion kits, adding to its geographic coverage the important Western Australia mining region, a leading destination in the world for mining investment. In March, it signed a memorandum of understanding with Petrosea, a key supplier to the mining and oil & gas sectors in Indonesia, to distribute 2,000 conversion kits. In June, it signed a definitive agreement with Fourche Maline, an engineering and technical services company in Ghana, one of the largest mining countries in the world and the number one gold mining country in Africa, for 2,500 conversion kits.

Also in June, Tembo signed a memorandum of understanding with Al Taif to form a partnership spanning distribution of Tembo EUV conversion kits, research & development, training in electric mobility and high voltage, as well as local assembly operations in the UAE. AL TAIF is a subsidiary of the EDGE Group, one of the world’s leading advanced technology groups, established to develop disruptive solutions for defence and beyond. Its customers include defence and police organizations in the UAE, the Middle East and Northern Africa ("MENA") region and extending to other regions.

With regard to orders, in January, Tembo hosted Acces, its distribution partner in Canada, to test drive the newest version of Tembo's converted LandCruiser 70 Series pickup truck in Italy. Acces subsequently placed an initial order for a large proportion of Tembo’s scheduled 2023 production, which are scheduled for delivery in the final quarter of 2023. Customer deliveries of ruggedised electric vehicles were executed for existing partners, including for GHH in South Africa and Jankel in the U.K in March. 

Tembo continued to invest in marketing for its EUV23 kit, organizing drive days in the UAE and in Brisbane to showcase its electric LandCruiser to potential customers and partners, which resulted in new business opportunities actively pursued by Tembo's management. Tembo was also selected to showcase its technology and know-how by large companies in the mining and utilities sectors, for example in the case of the Future Forum organized by Endeavour Energy, the operator of the electrical distribution network for Greater Western Sydney, the Blue Mountains, the Southern Highlands and the Illawarra region of New South Wales. 

Non EV operations in FD 4x4 for vehicle spec conversion including ruggedization of ICE vehicles comprised primarily an order to ruggedize 15 vehicles from Boliden in Ireland, delivered in December 2022. The order was not completely fulfilled due to the lack of availability of certain parts.

Post June 30 2023, Tembo signed a landmark joint venture agreement with Francisco Motors, the pioneering manufacturer of jeepneys in the Philippines. Under the agreement, Tembo will develop and supply EUV electrification kits for a new generation of electric jeepneys. One of the country’s cultural icons, jeepneys are the most common utility vehicle in the Philippines and the main mode of public transportation, accounting for just over 40% of public transportation in the country. There are more than 200,000 jeepneys on the road in the Philippines, of which more than 90% are at least 15 years old and running on second-hand diesel engines. Under the Public Utility Vehicle Modernization Program, the Philippine Government requires that all jeepneys and other public utility vehicles with at least 15 years of service be replaced with Euro 4-compliant or electric-powered vehicles. This creates a US$10bn+ addressable market for the replacement of the old jeepneys. Francisco Motors and Tembo have already secured their first orders and have commenced work to deliver on those orders. The agreement will also give Tembo access to low-cost assembly in the Philippines.

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Investment

In June, VivoPower announced a strategic direct equity investment into Tembo at a pre-money valuation of $120 million. Tembo secured an initial investment commitment of $2.5 million from a private investment office backed by a member of the ruling Al Maktoum family of Dubai. The investor, under the agreement terms, retains the option to increase its cumulative investment in subsequent closings, up to $10 million. This investment underscores Tembo's progress and commitment to the UAE and surrounding markets.

Vehicle quality, reliability, certification and safety 

In mid-December 2022, Tembo released the first version of its new generation EUV conversion kit fully integrated into a vehicle, the EUV23. This vehicle was undergoing extensive testing and validation throughout the second half of FY2023. Additional pilot vehicles in various configurations, i.e. 2-door and 4-door plus left hand and right-hand were also being built and readied for testing in this period. The EUV23 has a 250 newton-meter torque electric drive train, providing up to 200 kilometres of range and is managed by Tembo’s purpose-built software control systems. In January, Tembo and Toyota Motor Corporation Australia Limited concluded the Design Services Agreement with Toyota Australia for the electrified LandCruiser 70 Series.

In planning for its next stage of growth, Tembo has implemented systems, procedures, and policies to underpin a smooth and seamless execution from the time it engages with a prospect through to the on-going support as required by customers as they replace ICE vehicles in their fleets. As part of this, industry-grade, scalable, cloud-based software was implemented in various processes to ensure reliability and continuity of service.

In the third quarter of FY2023, Tembo underwent an annual ISO recertification audit for its ISO9001 (Quality Management System) and ISO14001 (Environmental Management System) certifications. Both audits were successfully passed. Additionally, Tembo started two new ISO certification journeys: ISO45001 for Occupational Health & Safety and ISO27001 for Information Security. These additional certifications will add significantly to the overall safety and security of its staff as well as the data held on staff, customers and suppliers. Tembo has also completed its internal assessment in support of its B Corp Certification application and is continuing work on reducing its greenhouse gas (GHG) emissions, for example by optimising its supply chain for proximity to assembly and packing facilities. Tembo expects to obtain its B Corp Certification in the second half of FY2024 if B Lab's independent audit is successfully passed.

Tembo’s electric vehicles achieved a significant quality and reliability milestone with its longest-serving electric LandCruiser, which crossed the 5-year mark of active service with an uninterrupted safety record at an operating mine site owned by Boliden in the first quarter of calendar year 2023. Tembo believes this to be the longest actively serving electrified light utility vehicle in the mining industry globally.

In preparation for the official production launch of its battery electric EUV23 conversion kits, Tembo launched Tembo Academy which is aimed at ensuring that its partners and customers are adequately trained on all aspects of onboarding an electric battery vehicle fleets, covering operation, maintenance as well as Health & Safety. Tembo set up a cross-functional project team, combining members of its engineering and safety teams and advisory council, in order to deliver carefully structured and practical course materials. An introductory training course was held in Eindhoven in October 2022 with its global partner GHH, who sent technical staff from India and Germany with positive feedback from course attendees.

Talent pool and hiring

Throughout FY2023, Tembo continued to hire despite retrenchments in other parts of the industry, taking advantage of experienced talent available on the market. Tembo selectively recruited high-quality talent in the Netherlands and the United Kingdom and invested in Engineering, Procurement, Quality and Testing. It continued to be open to hiring experienced talent in its key markets. 

Tembo assembled a team of EV and OEM industry leaders, several of them pioneers in their field, to advise on various aspects of its scale-up journey. Their input has already proven tactically invaluable for Tembo and will be leveraged tangibly in FY2024 for the production scale-up phase.

VivoPower appointed Eduardo Nebot as a new member of the VivoPower Advisory Council. Based in Sydney, Eduardo is currently an Emeritus Professor at the University of Sydney and a consultant on autonomous systems for various industries, including transport and mining automation. He is a pioneer in the research, development, and deployment of autonomous systems and safety and has worked with both private companies and government organizations in Australia and internationally. Another key recruitment was Choon Lim as Senior Engineering Director. Having worked for Bosch, Tesla and Rivian, he has considerable experience in developing safety critical control systems, self-driving cars and electric cars. In his most recent role as a Senior Director he has been responsible for a significant portion of the firmware at Rivian. He led teams for System Engineering, Software Functional Safety, System Architecture, Integration Testing and Controls Algorithms for the domains of Propulsion, Chassis Controls, Suspension Controls, Body Controls and Over The Air Updating. 

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Revenue earned within the Netherlands is comprised of the following activities:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Conversion kits		-		789		137
Vehicle spec conversion		1,394		301		1,219
Accessories		70		400		37
Total revenue		1,464		1,490		1,394

No EUV conversion kits were sold in FY2023, although orders were received (reflected in deferred revenue), whilst the development programme testing continued, nevertheless, vehicle spec conversions for non EV variants increased from $0.3 million in the prior year to $1.4 million in FY2023, primarily as a result of Boliden orders. 

Sustainable Energy Solutions (“SES”)

Augmenting its Electric Vehicle business, which deploys EUV conversion products and services to fleet owners, VivoPower is also focused on an SES strategy with its core mission being to help corporate customers achieve their decarbonization goals. The SES business delivers full-suite, holistic SES to industrial customers and other large energy users and is comprised of four key elements:

● Critical power “electric-retrofit” of customer’s sites to enable optimised EV battery charging, encompassing charging stations, renewables, battery storage and microgrids;

● EV and battery leasing; 

● EV battery reuse and recycling; and

● Change management and training services

In Australia, the SES business draws on the experience and capabilities of VivoPower’s Australian Critical Power Services businesses (Kenshaw Electrical and Aevitas Solar) to deliver solutions to customers directly, whilst in other markets, it partners with experienced local critical power services and charging infrastructure companies.

Since its establishment in FY2021, the SES business has signed several key agreements to complete its offering. In December 2021, VivoPower executed a Memorandum of Understanding signed with Relectrify, a leading supplier of battery energy storage systems utilizing second-life EV batteries, with the collaboration extended to explore future redeployment of Tembo batteries. In August 2022 the Company invested in Green Gravity Energy Pty Ltd, an Australian company specializing in energy storage solutions in former mining locations. In May 2023, VivoPower signed a definitive partnership agreement for VivoPower to market and distribute Vital EV Solutions (“Vital EV”) fleet charging solutions globally. Vital EV is a specialist U.K-headquartered company, offering a comprehensive range of electric vehicle charging solutions for fleet owners and is the official re-seller of Kempower charging stations and service solutions in the U.K and across Africa. Kempower, headquartered in Finland, has high-speed EV fleet charging solutions including for off-highway working environment applications. Under the Agreement, VivoPower will be able to offer to its customers and partners a wide range of EV fleet charging products and services from Vital EV and Kempower for an initial term of 3 years. These products include multi-voltage lightweight movable rapid chargers, hub-and-spoke rapid and ultra-rapid charging systems, satellite dispensers as well as conventional station chargers.

Given that the SES business segment was established in FY2021, it has generated minimal revenues to date. VivoPower is actively working to originate new SES projects for both new and existing customers of the VivoPower group of companies, with significant projects already proposed to major mining and utilities companies. The impending release of Tembo's EUV23 conversion kits later in the 2023 calendar year provides a strong impetus for customers to proceed with the electrification of their light vehicle fleet and, in tandem, implement the correct charging infrastructure, which will require the whole suite of SES offerings depending on customer site infrastructure readiness. The Company therefore expects significant growth from this segment going forward.

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Solar Development

Historic Solar Development Business

As a consequence of the Company’s strategic pivot to an SES strategy in FY2021, VivoPower no longer intends to engage in solar project development activities in isolation, unless it is a component of a sustainable energy solution for a corporate customer that is helping it to achieve decarbonization goals. This segment has historically been characterized as the Solar Development segment and encompassed the Company’s solar development activities in the U.S. and Australia. The Company no longer has solar development activities in Australia following the sale of its interests in solar farm projects in the country in FY2021. 

VivoPower’s historic strategy in relation to solar development has been to minimize capital intensity and maximize return on invested capital by pursuing a business model predicated on developing and selling projects prior to construction and continually recycling capital rather than owning assets. The stages of solar development can be broadly characterized as: (i) early stage; (ii) mid-stage; (iii) advanced stage; (iv) construction; and (v) operation. Our business model has been to work through the development process from early stage through to advanced stage, and then sell those projects that have completed the advanced stage of development, also known as “shovel-ready” projects, to investors who will finance construction and ultimately own and operate the project.

Successful solar development requires an experienced team that can manage multiple work streams on a parallel path, from initially identifying attractive locations, to land control, permitting, interconnection, power marketing, and project sale to investors. Rather than build a substantial team internally to accomplish all of these activities, our business model has been to joint venture on a non-exclusive basis with existing experienced project development teams so that multiple projects can be advanced simultaneously and allow us to focus on provision of capital, project management, and marketing and sale of projects. In Australia we partnered with ITP Renewables (“ITP”), a global leader in renewable energy engineering, strategy and construction, and energy sector analytics. In the U.S., we entered into a development joint venture with ISS in April 2017 and in June 2021, VivoPower announced that it had secured full ownership of the remaining 50% of the equity interest in the portfolio from ISS for a nominal consideration of $1.

United States Solar Development

Vivopower's focus for its solar business remains to monetise its portfolio of US solar projects, with the aim of using the funds generated to advance the Company's SES strategy.

In July 2021 VivoPower announced that it had gained full ownership of the equity interest in the solar portfolio which was previously owned by an affiliate of ISS. Shortly thereafter, the Company effected the name change of the subsidiary from Innovative Solar Ventures I, LLC to Caret LLC.

The Company’s portfolio of U.S. solar projects is held by its wholly owned subsidiary, Caret. Caret owns a solar project portfolio comprising 38 projects in total, of which 7 projects totalling 365 MW-DC are being actively developed, and a further 31 projects totalling approximately 1,479 MW-DC, have either been previously discontinued or are not currently being developed.

The actively developed projects are dispersed throughout Texas and are strategically situated in regions with minimal solar power penetration. Each of these projects has reached an advanced phase of development, with substantial interconnection studies and environmental evaluations completed, and the required land secured for a duration of up to 40 years. Despite the strides made in executing our Power-to-X strategy and the passing of the Inflation Reduction Act in August 2022, which heightened investor confidence in the US solar power sector, all these projects are still carried at cost.

The Company is assessing the viability of Power-to-X development possibilities with both active and discontinued projects collaborating with data infrastructure developers who intend to place their data centres in proximity to solar farms integrated “behind-the-meter”. Solar energy's power generation pattern aligns with ERCOT's spot electricity cost curve, which allows operators at the load site to curb peak hour rate surges.

The company envisages that any income generated from the monetization of its US solar projects, inclusive of those related to Power-to-X developments, will be channelled to bolster its primary SES strategy.

26

				Early Stage		Mid Stage			Advanced Stage
		Capacity	Development	Land	Interconnection	Environmental	Zoning / Use	Interconnection	Interconnection	Power Purchase
Project	State	(MW)	Stage	Control	Queue	Studies	Permit	Study	Agreement	Agreement
Active Solar Projects
TX 75	TX	55	Advanced	✔	✔	✔	✔	✔	Eligible
NM 88	NM	87	On hold			✔	✔
TX 144	TX	82	Advanced	✔	✔	✔	✔	✔	Eligible
TX 145	TX	62	Advanced	✔	✔	✔	✔	✔	Eligible
TX 165	TX	62	Advanced	✔	✔	✔	✔	✔	Eligible
TX 177	TX	34	Advanced	✔	✔	✔	✔	✔
TX 195	TX	41	Advanced		✔	✔	✔	✔
TX 341	TX	28	Advanced	✔	✔	✔	✔	✔
TX 107	TX	93	On hold			✔	✔	✔	-
TX 137	TX	28	On hold			✔	✔	✔
TX 276	TX	55	On hold			✔	✔	✔
TX 307	TX	55	On hold	✔		✔	✔	✔
Subtotal	12 Projects	682

		Capacity	Development
Project	State	(MW)	Stage
Discontinued Solar Projects
SC 76	SC	21	Discontinued - FY21
FL 78	FL	75	Discontinued - FY20
GA 83	GA	27	Discontinued - FY21
SC 84	SC	30	Discontinued - FY19
GA 86	GA	27	Discontinued - FY21
GA 90	GA	27	Discontinued - FY21
SC 97	SC	28	Discontinued - FY19
GA 111	GA	27	Discontinued - FY21
GA 112	GA	20	Discontinued - FY19
SC 129	SC	28	Discontinued - FY21
SC 132	SC	28	Discontinued - FY21
FL 168	FL	43	Discontinued - FY20
TX 207	TX	83	Discontinued - FY21
WA 211	WA	56	Discontinued - FY21
KS 229	KS	69	Discontinued - FY21
CO 239	CO	55	Discontinued - FY21
KS 244	KS	34	Discontinued - FY21
OK 267	OK	41	Discontinued - FY21
CO 269	CO	55	Discontinued - FY21
KS 291	KS	34	Discontinued - FY21
TX 305	TX	41	Discontinued - FY21
CO 320	CO	41	Discontinued - FY21
FL 330	FL	41	Discontinued - FY20
OK 339	OK	69	Discontinued - FY21
WA 370	WA	74	Discontinued - FY21
CO 371	CO	86	Discontinued - FY21
Subtotal	26 Projects	1,160
Original Portfolio	38 Projects	1,842

The Company does not intend to acquire any additional utility-scale solar projects in the United States at this time and is focused on maximizing value from its current portfolio of projects.

27

JOBS Act

In previous reporting periods, the Company met the requirements under the JOBS Act as an “emerging growth company” to not (i) provide an auditor’s attestation report on its system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act ("SOX"), (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), or (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of our chief executive officer’s compensation to median employee compensation. Although the Company no longer qualifies as an “emerging growth company,” it still qualifies as a non-accelerated filer and, therefore, is exempt from the requirement to provide an auditor’s attestation report on its system of internal controls over financial reporting pursuant to Section 404(b) of SOX.

C. Organizational Structure

VivoPower has 22 subsidiaries (collectively with VivoPower, “the Group”). The following list shows the Company’s shareholdings in subsidiaries owned directly and indirectly as at June 30, 2023.

Subsidiaries	Incorporated	% Owned	Purpose
VivoPower International Services Limited	Jersey	100%	Operating company
VivoPower USA, LLC	United States	100%	Operating company
VivoPower US-NC-31, LLC	United States	100%	Dormant
VivoPower US-NC-47, LLC	United States	100%	Dormant
VivoPower (USA) Development, LLC	United States	100%	Holding company
Caret, LLC (formerly Innovative Solar Ventures I, LLC)	United States	100%	Operating company
Caret Decimal, LLC	United States	100%	Operating company
VivoPower Pty Ltd	Australia	100%	Operating company
Aevitas O Holdings Pty Ltd	Australia	100%	Holding company
Aevitas Group Limited	Australia	100%	Holding company
Aevitas Holdings Pty Ltd	Australia	100%	Holding company
Electrical Engineering Group Pty Limited	Australia	100%	Holding company
Kenshaw Solar Pty Ltd (formerly J.A. Martin Electrical Pty Limited)	Australia	100%	Operating company
Kenshaw Electrical Pty Limited	Australia	100%	Operating company
Tembo EV Australia Pty Ltd	Australia	100%	Operating company
VivoPower Philippines Inc.	Philippines	64%	Dormant
VivoPower RE Solutions Inc.	Philippines	64%	Dormant
V.V.P. Holdings Inc	Philippines	40%	Dormant
Tembo e-LV B.V.	Netherlands	100%	Holding company
Tembo 4x4 e-LV B.V.	Netherlands	100%	Operating company
FD 4x4 Centre B.V.	Netherlands	100%	Operating company
VivoPower International IMEA DMCC	United Arab Emirates	100%	Operating company

Notwithstanding a 40% ownership by the Company, V.V.P. Holdings Inc is under the control of VivoPower Pty Ltd, and therefore is consolidated into the group financial statements of VivoPower International PLC.

D. Property, Plant and Equipment

Our corporate headquarters is located in London, United Kingdom.

We lease all our facilities and do not own any real property. We believe that our facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed to accommodate planned expansion of our operations. A new lease was taken out for Kenshaw Electrical Pty Ltd for an additional workshop facility in Newcastle, New South Wales to relieve capacity constraints. Leased real property as at June 30, 2023 is as follows:

Company	Office Location	Purpose
VivoPower Pty Ltd	Sydney, Australia	SES and Solar Development
Kenshaw Electrical Pty Limited	Cardiff, Australia	Head office, workshop, service
Kenshaw Electrical Pty Limited	Cardiff, Australia	Workshop, service - additional facility
Kenshaw Electrical Pty Limited	Canberra, Australia	Regional service
Kenshaw Electrical Pty Limited	Sydney, Australia	Regional service
Tembo 4x4 e-LV B.V.	Eindhoven, Netherlands	Head office, workshop, service
VivoPower International PLC	London, United Kingdom	Corporate office

The Company has $3.7 million invested in property, plant, and equipment at June 30, 2023 (June 30, 2022: $3.7 million; June 30, 2021: $2.6 million). This includes plant and equipment of $1.0 million (June 30, 2022: $0.7 million; June 30, 2021: $0.7 million), motor vehicles of $0.2 million (June 30, 2022: $0.2 million; June 30, 2021: $0.6 million), computer equipment, fittings and equipment of $0.3 million (June 30, 2022: $0.3 million; June 30, 2021: $0.2 million), and right-of-use assets of $2.3 million (June 30, 2022: $2.5 million; June 30, 2021: $1.0 million), representing leases for property and motor vehicles.

In addition, as part of our business model, we invest in solar development projects that include long-term leases, easements or other real property rights relating to the property on which such projects are developed. The costs of these leases are capitalized as part of project development costs and accounted for as investments.

28

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of numerous factors, including, but not limited to, the risks discussed in this Annual Report in “Item 3. Key Information - D. Risk Factors” or in other parts of this Annual Report. Our audited consolidated financial statements included elsewhere in this Annual Report are prepared in accordance with IFRS, as issued by the International Accounting Standards Board and are presented in U.S. dollars.

Note, results reported in years ended June 30, 2022 and 2021 have been adjusted to exclude the results of the ex-solar operations of Aevitas Solar and shown as a single line item in the income statement after profit after tax. Details of results for discontinued operations are included in Note 22 to the financial statements.

A. Operating Results

Overview

	Year Ended June 30
	2023									2022 (restated)									2021
(US dollars in thousands)	Continuing			Discontinued			Total			Continuing			Discontinued			Total			Continuing			Discontinued			Total
Revenue from contracts with customers		15,060			-			15,060			22,448			15,168			37,616			23,975			16,436			40,411
Cost of sales		(13,472	)		-			(13,472	)		(20,308	)		(13,842	)		(34,150	)		(19,614	)		(14,470	)		(34,084	)
Cost of sales - non-recurring events		(3,850	)		-			(3,850	)		(1,881	)		-			(1,881	)		-			-			-
Gross profit		(2,262	)		-			(2,262	)		259			1,326			1,585			4,361			1,966			6,327
General and administrative expenses		(7,620	)		-			(7,620	)		(13,811	)		(1,485	)		(15,296	)		(9,651	)		(1,482	)		(11,133	)
Other gains/(losses)		30			(4,207	)		(4,177	)		(13	)		-			(13	)		769			-			769
Other income		119			-			119			662			324			986			960			552			1,512
Depreciation of property and equipment		(750	)		-			(750	)		(770	)		(445	)		(1,215	)		(638	)		(451	)		(1,089	)
Amortization of intangible assets		(831	)					(831	)		(850	)		(322	)		(1,172	)		(815	)		(352	)		(1,167	)
Operating (loss)/profit		(11,314	)		(4,207	)		(15,521	)		(14,523	)		(602	)		(15,125	)		(5,014	)		233			(4,781	)
Restructuring and other non-recurring costs		(2,084	)		-			(2,084	)		(443	)		-			(443	)		(2,877	)		(3	)		(2,880	)
Finance income		1,156			-			1,156			173			2			175			2,176			3			2,179
Finance expense		(7,366	)		-			(7,366	)		(8,604	)		(174	)		(8,778	)		(2,450	)		(140	)		(2,590	)
Loss before income tax		(19,608	)		(4,207	)		(23,815	)		(23,397	)		(774	)		(24,171	)		(8,165	)		93			(8,072	)
Income tax		(540	)		-			(540	)		1,968			149			2,117			138			(24	)		114
Loss for the period		(20,148	)		(4,207	)		(24,355	)		(21,429	)		(625	)		(22,054	)		(8,027	)		69			(7,958	)
Adjusted EBITDA		(5,735	)		(4,207	)		(9,942	)		(9,122	)		166			(8,956	)		(2,483	)		1,035			(1,448	)

Management analyzes our business in five reportable segments: Critical Power Services, Electric Vehicles, Sustainable Energy Solutions, Solar Development, and Corporate Office.

During the year ended June 30, 2023, the Group (including discontinued operations) generated total revenue of $15.1 million, gross loss of $2.3 million, operating loss of $15.3 million and a net loss of $22.4 million. Of these amounts, continuing operations of the Group generated revenue of $15.1 million, gross loss of $2.3 million, operating loss of $11.1 million and a net loss of $18.1 million. For the year ended June 30, 2022, the Group (including discontinued operations) generated total revenue of $37.6 million, gross profit of $1.6 million, operating loss of $15.1 million and a net loss of $22.1 million. Of these amounts, continuing operations of the Group generated revenue of $22.4 million, gross profit of $0.3 million, operating loss of $14.5 million and a net loss of $21.4 million, including $0.5 million prior year adjustments relating to timing on the recognition of general and administration expenses from 2023 to 2022.

Adjusted EBITDA (including discontinued operations) for the year ended June 30, 2023 was a loss of $9.9 million, compared to a loss of $9.0 million for the previous year. Adjusted EBITDA for continuing operations was a loss of $5.7 million, compared to a loss of $9.1 million for the previous year, restated for $0.5 million of general and administration expenses from 2023 to 2022. Adjusted EBITDA is a non-IFRS financial measure. We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, impairment of assets, impairment of goodwill, other finance income and expenses, one-off non-recurring costs including restructuring expenses and non-cash equity remuneration.

29

The results for the year ended June 30, 2023 reflect a reduction in the number of Aevitas Solar projects completed in the year and the impact of severe one-off weather events on the Edenvale project, which incurred a $3.9 million loss.

Revenue in Critical Power Services (excluding discontinued operations) declined by $7.4 million to $13.6 million in the year, impacted by $6 million from a reduction in the number of solar projects undertaken by Aevitas Solar. Kenshaw, which expanded into an additional facility in Newcastle, New South Wales due to increasing demand, saw revenues flat compared to the previous year on a constant AUD to USD exchange rate, with an increase in higher margin sales in generator service and motor sales and overhaul, offset by a reduction in generator sales and installation due to competitive market conditions and constrained supply chain. Electric Vehicles contributed $1.5 million revenue in the year, predominantly from non-EV ruggedization conversions, whilst EV activity is focused entirely on product development. There was no revenue contribution from Solar Development or Sustainable Energy Solutions in the year ended June 30, 2023 (year ended June 30, 2022: nil).

Gross profit (including discontinued operations) decreased by $3.8 million to a loss of $2.3 million, although on a continuing basis excluding J.A. Martin ex-Solar operations, gross profit decreased by $2.5 million to a loss of $2.3 million. In percentage terms, gross margin from continuing operations fell from 1% to (14%), largely driven by one-off extreme weather events impact on Aevitas Solar projects in FY2023, having a more significant impact than COVID-19 lockdowns and impact on supply chain in the prior year. Gross loss in FY2023 includes $3.9 million specific costs of non-recurring extreme weather events on Edenvale project for Aevitas Solar. In the prior year, $1.9 million of non-recurring costs on the Blue Grass project were also incurred in Aevitas Solar, due to state border closures during the project execution phase. Excluding these non-recurring costs, gross margin for continuing operations increased from 9.5% in the prior year, to 10.5% in FY2023, reflecting increased focus on high margin service revenues in Kenshaw. Electric Vehicles contributed nil gross profit (prior year: nil) while Solar Development contributed nil (prior year: nil).

The gain on Solar Development projects from continuing operations was net nil for the year ended June 30, 2023 . Included within discontinued operations was a $4.2 million loss on disposal of J.A. Martin ex-solar operations in July 2022. Compared to the book value of assets less liabilities held for sale as at June 30, 2023, the loss results primarily from a reduction in the contingent consideration payable based on the earn out fee calculated as a multiple of the post disposal earnings of J.A. Martin ex-solar in FY2023. The gain on Solar Development projects from continuing operations was net nil for the year ended June 30, 2022, comprising a $0.1 million write off of costs incurred on uneconomic projects in Caret, offset by a $0.1 million gain on sale of tangible assets in Critical Power Systems.

The results for the year ended June 30, 2023 also reflect a restated $6.2 million decrease in general and administrative costs related to continuing operations to $7.6 million. The decrease includes a $1.1 million decrease in marketing expenses, a $1.7 million decrease in non-cash equity remuneration, and a $3.6 million decrease in salaries and other overheads from reduction in Tembo and Aevitas executive management and administrative team.

The results of operations for the year ended June 30, 2023 include $2.1 million restructuring and other non-recurring costs primarily due a provision in respect of fiscal refunds on prior receivables, which the Company is defending.

Net finance costs from continuing operations of $6.2 million for the year ended June 30, 2023 include $3.8 million interest on related party loans, $1.6 million net foreign exchange losses and $0.8 million combined costs from dividends from Aevitas Preference Shares, interest on leases and interest on other debt.

As at June 30, 2023, the Group’s current assets were $10.3 million (as at June 30, 2022: $21.7 million restated; June 30, 2021: $24.5 million restated), representing a decrease from June 30, 2022, mostly due to the disposal of assets held for sale relating to the J.A. Martin ex-solar segment (as at June 30, 2022: $8.2 million) upon the sale of the business to ARA in July 2022. Current assets were comprised of $0.6 million of cash and cash equivalents (as at June 30, 2022: $1.3 million; June 30, 2021: $8.6 million), $0.6 million of restricted cash (as at June 30, 2022: $1.2 million; June 30, 2021: $1.1 million;), and $7.0 million of trade and other receivables (as at June 30, 2022: $9.1 million; June 30, 2021: $12.8 million), and $2.1m of inventory (as at June 30, 2022: $1.9 million; June 30, 2021: $2.0 million). 30 June 2022 and 30 June 2021 current assets were restated for a $0.5m reclassification from Intangible Assets to Deposits. 

Current liabilities were $18.9 million as at June 30, 2023 (as at June 30, 2022, $23.3 million restated; June 30, 2021: $13.4 million). The decrease from prior year reflects negotiation of shareholder loans and accrued interest to non-current terms, and disposal of liabilities held for sale (as at June 30, 2022, $1.5 million) following sale of J.A. Martin ex-solar to ARA in July 2022. 30 June 2022 current liabilities were restated for an accrual of $0.5m expenses relating to 2022 but incurred in 2023.

Current asset-to-liability ratio as at June 30, 2023 was 0.54:1 (as at June 30, 2022 restated: 0.93:1; June 30, 2021 restated: 1.82:1). 

As at June 30, 2023, the Company had net assets of $3.7 million (as at June 30, 2022 restated, $21.6 million; June 30, 2021: $40.4 million), including intangible assets of $42.2 million (as at June 30, 2022 restated: $39.6 million; June 30, 2021 restated: $46 million). Property, plant and equipment remained at $3.7 million as at June 30, 2023 (as at June 30, 2022, $3.7 million), mainly reflecting $0.6 million capital expenditure on plant and equipment, an additional leased property in Kenshaw, offset by depreciation charges. 30 June 2022 and 30 June 2021 were restated for a $0.5m reclassification from Intangible Assets to Deposits.

Cash outflow for the year ended June 30, 2023, was $0.7 million, arising from cash outflows from operating activities of $8.6 million and from cash used in investing activities of $1.9 million partially offset by cash inflow from financing activities of $9.8 million. At June 30, 2023, the Company had cash reserves of $0.6 million (June 30, 2022: $1.3 million) and debt of $32.4 million (June 30, 2022: $28.6 million), giving a net debt position of $31.8 million (June 30, 2022: $27.3 million).

Net cash outflows from investing activities of $1.9 million in the current year comprised $1.0 million net purchases of property, plant and equipment and $3.9 million investment in additional intangible assets pertaining to the EUV23 development project in Tembo, offset by the $2.9 million proceeds from the J.A Martin sale. 

Cash inflows from financing activities of $9.8 million in the year ended June 30, 2023 comprises $5.1 million net proceeds from the Nasdaq shelf raise in July 2022 and $3.6 million bridging loans from related party AWN, $1.3 million additional debtor financing, less $0.9 million repayments of related party and other borrowings paid.

30

Year Ended June 30, 2023, Compared to Years Ended June 30, 2022 and June 30, 2021

	Continuing operations																		Discontinued operations			Total
Year Ended June 30, 2023	Critical Power			Solar			Electric			Sustainable Energy			Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Continuing			Services
Revenue from contracts with customers		13,596			-			1,464			-			-			15,060			-			15,060
Costs of sales - other		(11,900	)		-			(1,572	)		-			-			(13,472	)		-			(13,472	)
Cost of sales - non-recurring events		(3,850	)		-			-			-			-			(3,850	)		-			(3,850	)
Gross profit		(2,154	)		-			(108	)		-			-			(2,262	)		-			(2,262	)
General and administrative expenses		(1,390	)		(297	)		(1,005	)		(367	)		(4,561	)		(7,620	)		-			(7,620	)
Other gains/(losses)		-			-			-			30			-			30			(4,207	)		(4,177	)
Other income		50			69			-			-			-			119			-			119
Depreciation and amortization		(895	)		-			(673	)		(3	)		(10	)		(1,581	)		-			(1,581	)
Operating loss		(4,389	)		(228	)		(1,786	)		(340	)		(4,571	)		(11,314	)		(4,207	)		(15,521	)
Restructuring and other non-recurring costs		(1	)		-			(214	)		-			(1,869	)		(2,084	)		-			(2,084	)
Finance expense - net		(6,841	)		(34	)		936			(50	)		(221	)		(6,210	)		-			(6,210	)
Profit/(loss) before income tax		(11,231	)		(262	)		(1,064	)		(390	)		(6,661	)		(19,608	)		(4,207	)		(23,815	)
Income tax		(619	)		-			(40	)		119			-			(540	)		-			(540	)
Loss for the year		(11,850	)		(262	)		(1,104	)		(271	)		(6,661	)		(20,148	)		(4,207	)		(24,355	)

	Continuing operations																		Discontinued operations			Total
Year Ended June 30, 2022 (restated)	Critical Power			Solar			Electric			Sustainable Energy			Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Continuing			Services
Revenue from contracts with customers		20,958			-			1,490			-			-			22,448			15,168			37,616
Costs of sales - other		(18,804	)		-			(1,504	)		-			-			(20,308	)		(13,842	)		(34,150	)
Cost of sales - non-recurring events		(1,881	)		-			-			-			-			(1,881	)		-			(1,881	)
Gross profit		273			-			(14	)		-			-			259			1,326			1,585
General and administrative expenses		(1,568	)		(80	)		(2,901	)		(1,660	)		(7,602	)		(13,811	)		(1,485	)		(15,296	)
Other gains/(losses)		103			(139	)		-			23			-			(13	)		-			(13	)
Other income		662			-			-			-			-			662			324			986
Depreciation and amortization		(1,165	)		-			(443	)		(3	)		(9	)		(1,620	)		(767	)		(2,387	)
Operating loss		(1,695	)		(219	)		(3,358	)		(1,640	)		(7,611	)		(14,523	)		(602	)		(15,125	)
Restructuring and other non-recurring costs		45			-			(429	)		-			(59	)		(443	)		-			(443	)
Finance expense - net		(7,470	)		-			(974	)		23			(10	)		(8,431	)		(172	)		(8,603	)
Profit/(loss) before income tax		(9,120	)		(219	)		(4,761	)		(1,617	)		(7,680	)		(23,397	)		(774	)		(24,171	)
Income tax		1,349			-			575			192			(148	)		1,968			149			2,117
Loss for the year		(7,771	)		(219	)		(4,186	)		(1,425	)		(7,828	)		(21,429	)		(625	)		(22,054	)

	Continuing operations																	Discontinued operations			Total
Year Ended June 30, 2021	Critical Power			Solar			Electric			Sustainable Energy		Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions		Office			Continuing			Services
Revenue		22,396			185			1,394			-		-			23,975			16,436			40,411
Costs of sales - other		(18,322	)		-			(1,292	)		-		-			(19,614	)		(14,470	)		(34,084	)
Cost of sales - non-recurring events		-			-			-			-		-			-			-			-
Gross profit		4,074			185			102			-		-			4,361			1,966			6,327
General and administrative expenses		(1,522	)		(1,309	)		(1,923	)		-		(4,897	)		(9,651	)		(1,482	)		(11,133	)
Other gains/(losses)		36			733			-			-		-			769			-			769
Other income		960			-			-			-		-			960			552			1,512
Depreciation and amortization		(1,099	)		(4	)		(346	)		-		(4	)		(1,453	)		(803	)		(2,256	)
Operating profit/(loss)		2,449			(395	)		(2,167	)		-		(4,901	)		(5,014	)		233			(4,781	)
Restructuring and other non-recurring costs		(24	)		-			(631	)		-		(2,222	)		(2,877	)		(3	)		(2,880	)
Finance expense - net		1,824			(24	)		(1	)		-		(2,073	)		(274	)		(137	)		(411	)
Profit/(loss) before income tax		4,249			(419	)		(2,799	)		-		(9,196	)		(8,165	)		93			(8,072	)
Income tax		(691	)		96			733			-		-			138			(24	)		114
Loss for the year		3,558			(323	)		(2,066	)		-		(9,196	)		(8,027	)		69			(7,958	)

31

Income Statement from continuing operations

Revenue

Revenue from continuing operations for the year ended June 30, 2023 decreased $7.4 million or 33% to $15.1 million, from $22.4 million in the year ended June 30, 2022. Revenue from continuing operations for the year ended June 30, 2022 decreased $1.5 million or 6% to $22.4 million, from $24.0 million in the year ended June 30, 2021. 

Revenue from continuing operations by product and service is follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Electrical products and related services	$	13,596	$	20,958	$	22,581
Electric vehicles & related products & services		1,464		1,490		1,394
Total revenue	$	15,060	$	22,448	$	23,975

The sale of electrical products, related services and solutions is generated from our Australian-based Critical Power Services businesses and is focused on the design, supply, installation and maintenance of power and control systems. Revenue generated in these operations is recognized in two ways. On smaller projects, revenue is recognized when the project is completed and is invoiced at that time. On larger projects, revenue is recognized on the achievement of specific milestones defined in each individual project. When the milestones and performance obligations are reached, the customer is invoiced, and the revenue is then recognized.

Revenue from continuing operations from electrical products, related services and solutions for the year ended June 30, 2023, of $13.6 million decreased $7.4 million compared to the $21.0 million earned for the year ended June 30, 2022. This is primarily a result of a $6.0 million reduction in solar project revenue in Aevitas Solar, as a result of (i) Edenvale Solar Project being the only major active project during the current period, compared to having two major active projects, Hillston and Bluegrass, in the prior period, and (ii) ongoing skills shortages in the electrical and building & construction industry causing difficulties in resourcing projects to meet demand. Revenue was also impacted by a net $0.9 million reduction in Kenshaw revenues, although on a constant AUD to USD exchange rate basis, revenues in Kenshaw were flat on the prior year. This comprises a $3.0 million reduction in generator sales and installation, offset by a $2.2 million increase in higher margin sales in generator service and motor sales and overhaul.

Revenue from electric vehicles, related products, services and solutions is generated from our Electric Vehicles businesses in the Netherlands: Tembo 4x4 and FD 4x4 Centre and is focused on electric vehicle conversion kits, and vehicle ruggedization products. Revenue generated in these operations is recognized when the products are delivered to customers. Revenue from electric vehicles and related products and services amounted to $1.5 million for the year ended June 30, 2023 compared to $1.5 million for the year ended June 30, 2022. No significant revenue was recognised on EUV conversion kit development whilst the EUV23 development project advanced towards production. Vehicle conversion revenues for ruggedization of non-EV vehicles benefitted from a significant ruggedization contract for 15 vehicles with Boliden mine in Ireland in FY2023. It should be noted that orders for the EUV23 conversion kits received in FY2023 were accounted for in Deferred Revenues on the Balance Sheet.

Revenue from continuing operations by geographic location is follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Australia	$	13,596	$	20,958	$	22,581
Netherlands		1,464		1,490		1,394
United States		-		-		-
Total revenue	$	15,060	$	22,448	$	23,975

Australian revenue of $13.6 million for the year ended June 30, 2023 was comprised solely of $13.6 million revenue from Critical Power Services provided by Kenshaw and Aevitas Solar. This compares to $21.0 million in the year ended June 30, 2022 and $22.6 million for the year ended June 30, 2021. The decrease in Australian revenue in the year ended June 30, 2023, compared to the prior year, is primarily driven by (i) Edenvale Solar Project being the only major active project during the current period, compared to having two major active projects, Hillston and Bluegrass, in the prior period, and (ii) ongoing skills shortages in the electrical and building & construction industry causing difficulties in resourcing projects to meet demand.

Netherlands revenue was $1.5 million for the year ended June 30, 2023 and $1.5 million for the year ended June 30, 2022, representing contribution from the Electric Vehicle business unit, in particular driven by Boliden ruggedization contracts in FY2023. The business remains primarily focused on development of its core EUV23 conversion kit solution for which it has already received orders. It should be noted that the cash down-payment on orders for the EUV23 conversion kits received in FY2023 were accounted for in Deferred Revenues on the Balance Sheet.

The Group had one customer representing more than 10% of revenue for the year ended June 30, 2023 (year ended June 30, 2022: one).

32

Cost of Sales

Cost of sales from continuing operations by product or service is as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Electrical products and related services - other	$	11,900	$	18,804	$	18,322
Electrical products and related services - extreme weather and COVID 19 disruption		3,850		1,881		-
Electric vehicles & related products & services		1,572		1,504		1,292
Other revenue				-		-
Total cost of sales	$	17,322	$	22,189	$	19,614

Total cost of sales from continuing operations were $17.3 million for the year ended June 30, 2023, as compared to $22.2 million for the year ended June 30, 2022, and $19.6 million for the year ended June 30, 2021.

Cost of sales related to electrical products and related services consists of material purchases and direct labor costs, motor vehicle expenses and any directly related costs attributable to manufacturing, service, or other cost of sales. Cost of sales for electrical products and related services for the year ended June 30, 2023 included $3.9 million of non-recurring costs on the Edenvale project in Aevitas Solar, and $1.9 million of non-recurring costs on the Blue Grass project in Aevitas Solar in the prior year. Other Cost of sales related to electrical products and related services was $11.9 million for the year ended June 30, 2023, as compared to $18.8 million for the year ended June 30, 2022 and $18.3 million for the year ended June 30, 2021. The decrease in cost of sales was primarily driven by the impact of reduction in solar projects in Aevitas Solar, and generator installations in Kenshaw.

Cost of sales related to electric vehicles and related products consists of material purchases and direct labor costs and any other costs directly attributable to assembly. Cost of sales related to electric vehicles and related products were $1.6 million for the year ended June 30, 2023 and $1.5 million for the year ended June 30, 2022.

Gross Profit

Gross profit from continuing operations by product and service is as follows:

Gross profit/(loss) by product or service is as follows:

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Electrical products and related services	$	(2,154	)	$	273		$	4,259
Electric vehicles & related products & services		(108	)		(14	)		102
Other revenue		-			-			-
Total gross (loss)/profit	$	(2,262	)	$	259		$	4,361

The Company’s gross (loss)/ profit from continuing operations is equal to revenue less cost of sales and totalled a loss of $(2.3) million for the year ended June 30, 2023, a profit of $0.3 million for the year ended June 30, 2022, and a profit of $4.4 million for the year ended June 30, 2021. Excluding one-off extreme COVID-19 disruption costs of $3.9 million on Edenvale project in FY2023 and $1.9 million on the Blue Grass project in the prior year, gross profits decreased from $2.1 million in the prior year to $1.6 million in FY2023. In percentage terms, gross margins decreased from 1.2% in the prior year, to (15.9%) in FY2023, but excluding one-off extreme weather and COVID-19 disruption costs, increased from 9.5% in the prior year to 10.5% in FY2023.

The gross (loss) / profit from electrical products and related services (the Critical Power Services business) was a loss of $(2.2) million for the year ended June 30, 2023, compared to a profit of $0.3 million in the prior year. Excluding one-off extreme COVID-19 disruption costs of $3.9 million on Edenvale project in FY2023 and $1.9 million on Blue Grass project in the prior year, gross profits decreased from $2.2 million to $1.7 million in FY2023. In percentage terms, gross margins decreased from 1.5% in the prior year, to (18.1%) in FY2023, but excluding one-off extreme weather and COVID-19 disruption costs, increased from 11.5% to 14.3% in FY2023.

The Electric Vehicle business generated a gross loss of $(0.1) million in the year ended June 30, 2023, (June 30, 2022, £nil), reflecting customized test kit componentry and assembly during low volume product development phase.

33

General and Administrative Expenses

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)
Salaries and benefits	$	3,333	$	8,670
Professional fees		2,325		2,198
Insurance		570		474
Travel		187		141
IT licensing and support		694		482
Marketing and public relations		199		1,279
Office and other expenses		312		567
Total general and administrative expenses	$	7,620	$	13,811

General and administrative expenses from continuing operations decreased by $6.2 million to $7.6 million for the year ended June 30, 2023, compared to $13.8 million for the year ended June 30, 2022 restated. These expenses consist primarily of operational expenses, such as those related to employee salaries and benefits, professional fees, insurance, travel, IT, marketing, office and other expenses, as well as vesting at grant date share price of non-cash equity incentive costs of share awards previously granted under the Company’s Omnibus Incentive Plan, in accordance with IFRS 2 Share-based Payments.

Salaries and benefits were $3.3 million for the year ended June 30, 2023, (year ended June 30, 2022 restated, $8.7 million), accounting for 44% of total general and administrative expenses, (year ended June 30, 2022, 63%). Non-cash equity incentive costs contributed $0.1 million (year ended June 30, 2022: $1.9 million) to the salaries and benefits expense. Underlying cash salaries and benefits of $3.2 million decreased by $3.6 million or 53% in the year, reflecting a realignment of the team onto product development project activity and a commensurate increase in capitalized intangible costs, and reduction in Aevitas personnel following the sale of the J.A. Martin ex-solar business. 30 June 2022 was restated for $0.1 million payroll costs paid in the period 30 June 2023 but relating to services provided in the period to 30 June 2022.

Professional fees of $2.3 million for the year ended June 30, 2023 or 31% of total general and administrative expenses (year ended June 30, 2022 restated, $2.2 million), were comprised of audit and accounting fees, consulting fees to support business development and legal fees. 30 June 2022 was restated for $0.3m legal expenses originally capitalised in the period to 30 June 2023 in Caret but should be expensed in the period to 30 June 2022.

Insurance expense of $0.6 million for the year ended June 30, 2023 was marginally higher than the $0.5 million for the year ended June 30, 2022 reflecting improved coverage.

IT licensing and support expenses represent the costs of accounting, operations, email and office, file storage, and security software products and licenses. IT expenses increased by $0.2 million to $0.7 million for the year ended June 30, 2023, comprising $0.2 million in the Corporate Office segment due to increased activity to support growth activities and automate processes with scalable software.

Marketing expenses include promotional advertisements and trade shows. Marketing costs of $0.2 million for the year ended June 30, 2023 reduced significantly compared to the prior year, relying more efficiently on sales team-driven partnerships and customer presentations, than paid marketing arrangements. 

Office and other expenses include office and meeting space rental, communication, bank fees and general office administrative costs. Office and other expenses of $0.3 million for the year ended June 30, 2023 decreased by $0.3 million in the year due to savings in Aevitas following sale of J.A. Martin ex-solar.

Other gains/(losses)

Other gains/(losses) were nil for the year ended June 30, 2023. This compares to a nil gain in the year ended June 30, 2022, comprising a $0.1 million write-off of costs incurred on uneconomic projects in Caret, offset by $0.1 million gain on sale of tangible assets in Critical Power Systems. In the year ended June 30, 2021 a gain of $0.8 million arose comprising a $0.9 million bargain purchase gain on acquisition of the remaining 50% interest in Caret offset by a $0.2 million loss on solar development projects in VivoPower Pty Ltd in Australia. 

Other Income

Other income of $0.1 million for the year ended June 30, 2023 compares to $0.7 million for the year ended June 30, 2022, mainly relating to COVID-19 grants and subsidies in Critical Power Services in Australia.

34

Depreciation and amortization

Depreciation is charged on property, plant and equipment on a straight-line basis and is charged in the month of addition. We depreciate the following class of assets at differing rates dependent on their estimated useful lives. The net book value of assets held as of June 30, 2023, was $3.7 million (June 30, 2022: $3.7 million).

Tangible asset	Estimated useful life (in years)
Computer equipment		3
Fixtures and fittings		3 to 20
Motor vehicles		5
Plant and equipment		3.5 to 10
Right-of-use assets	Remaining useful life

Amortization costs relate to the amortization of intangible assets generated on the acquisition of:

● VivoPower Australia and Aevitas - customer relationships and trade names

● Caret - solar project development expenditure

● Tembo - customer relationships and trade names

The intangible assets identified above, and their estimated useful life is provided in the table below:

Identifiable intangible asset	Estimated useful life (in years)
Development expenditure		5 to 10
Customer relationships		10
Trade names		15 to 25
Favorable supply contracts		15
Other		5

Under IFRS, intangible assets and goodwill are subject to an annual impairment review. No impairment charge was recorded for the year, following the impairment review as of June 30, 2023.

An impairment review tests the recoverable amount of the cash-generating unit which gave rise to the intangible asset or goodwill in order to determine the existence or extent of any impairment loss. The recoverable amount is the higher of fair value less costs to sell and the value in use to the Group. An impairment loss is recognized to the extent that the carrying value exceeds the recoverable amount. In determining a cash-generating unit’s or asset’s value in use, 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 risks specific to the cash-generating unit or asset that have not already been included in the estimate of future cash flows. All impairment losses are recognized in the Statement of Comprehensive Income.

The Group conducts impairment tests on the carrying value of goodwill annually, or more frequently if there are any indications that goodwill might be impaired. The recoverable amount of the Cash Generating Unit (“CGU”) to which goodwill has been allocated are determined from value in use calculations. The key assumptions in the calculations are the discount rates applied, expected operating margin levels and long-term growth rates. Management estimates discount rates that reflect the current market assessments while margins and growth rates are based upon approved budgets and related projections.

The Group prepares cash flow forecasts using the approved budgets for the coming fiscal year and management projections for the following two years. Cash flows are also projected for subsequent years as management believe that the investment is held for the long term. These budgets and projections reflect management’s view of the expected market conditions and the position of the CGU’s products and services within those markets.

The CGU represented by Aevitas O Holdings Limited (being Critical Power Services) was assessed to have a value in excess of its carrying value and hence no additional adjustments to goodwill were considered necessary. Key assumptions used in the assessment of impairment were discount rate based on the weighted average cost of capital of 12% (June 30, 2022: 11%; June 30, 2021: 10%) and annual growth rate of 3% per annum. 

The Sustainable Energy Solution ("SES") element of the CGU represented by VivoPower Pty Ltd goodwill was assessed to have a value in excess of its carrying value and hence no additional adjustments to goodwill were considered necessary. Key assumptions used in the assessment of impairment were weighted average cost of capital of 12.1% (June 30, 2022: 11.3%; June 30, 2021: 10.7%), a rapid growth phase of the business in years 1 through 5 in tandem with the growth of Tembo, with an average of 50% of electric light vehicles sold by the Company in fleet sizes over 50 vehicles will be sold with an additional sustainable energy solution and with additional training services provided to partners and end-users.

The CGU represented by Tembo e-LV and subsidiaries was assessed to have a value in excess of its carrying value. Key assumptions used in the assessment of impairment were discount rate based on the weighted average cost of capital of 12% and average annual growth rate of 31% per annum in years 2-5. Growth rates reflect commencement of planned series production at volume during the 5 year period, as the product development project is completed for the current variant, to meet customer demand per sales agreements of over 15,000 units  with international distribution partners, including Acces, Bodiz, GHH, ETC, Ulti-Mech, Petrosea and Fourche Maline. No sensitivity analysis is provided as the Company expects no foreseeable changes in the assumptions that would result in impairment of the goodwill.

The CGU represented by Caret solar projects was assessed to have a value in excess of its carrying value and hence no adjustments to capitalized development costs were considered necessary. Key assumptions used in the assessment of impairment were weighted average cost of capital of 12.9%, $4 million free cash flow from project sales in years 1-4, $14.4 million development fees from power-to-x partnerships.

35

Restructuring and Other Non-Recurring Costs

Restructuring costs by nature are one-time incurrences, and therefore, we believe have no bearing on the financial performance of our business. To enable comparability in future periods, the costs are disclosed separately on the face of our Statement of Comprehensive Income.

(US dollars in thousands)	Year Ended June 30
	2023			2022			2021
Corporate restructuring - legal and other fees	$	200		$	189		$	179
Corporate restructuring - litigation provision		-			(128	)		2,042
Fiscal refunds provision		1,768			-			-
Impairment and write-off		422			-			-
Relocation		-			-			27
Remediation costs		(361	)		382			-
Acqusition related costs		55						631
Total restructuring costs	$	2,084		$	443		$	2,880

For the year ended June 30, 2023, the Company incurred non-recurring costs primarily related to a provision in respect of fiscal refunds on prior receivables, which the Company is defending. This also includes restructuring activities of $0.2 million and provision for inventory obsolescence and write-off of bad debts of $0.4 million, offset by $0.4 million release of remediation provision. For the year ended June 30, 2022, the Company incurred non-recurring costs related to restructuring activities of $0.2 million and one-off remediation expenses of $0.4 million, offset by $0.1 million release of unutilized provision related to the Comberg Claims. For the year ended June 30, 2021, the Company incurred non-recurring costs for legal fees as well as a litigation provision relating to legal costs and settlement monies pertaining to the Comberg Claims of $0.2 million and $2.0 million respectively (see “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information – Legal Proceedings”).

Finance Income and Expense

Finance income of $1.2 million, $0.2 million and $2.2 million for the years ended June 30, 2023 and 2022and 2021 respectively comprise foreign exchange gains for the year.

Finance expense of $7.4 million for the year ended June 30, 2023 consists primarily of interest expense associated with the interest payable on outstanding related party loans with AWN of $3.8 million and foreign exchange losses of $2.7 million. In the year ended June 30, 2022, the Company incurred finance costs of $8.6 million comprising $3.4m interest on AWN loans, interest on Aevitas Preference Shares of $0.2 million, interest on lease liabilities of $0.1 million and net foreign exchange losses of $4.7 million. In the year ended June 30, 2021, the Company incurred finance costs of $2.5m consisting of $2.0 million on the parent company loan, interest on the Aevitas convertible preference share, loan notes and non-convertible preference shares of $1.2 million, interest and fees on debtor invoice financing in Critical Power Services of $0.1 million, and interest on lease liabilities of $0.1 million offset by $1.0 million of waived dividends and interest on convertible preference shared and loan notes.

The components of net finance expense from continuing operations are as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Shareholder loan	$	3,801	$	3,351	$	1,986
Convertible preference shares and loan notes		254		217		1,228
Debtor invoice financing		100		24		96
Interest on leases		171		133		91
Other finance costs		330		167		90
Foreign exchange		1,554		4,540		(2,222	)
Waived dividends and interest on convertible preference shares and loan notes		-		-		(995	)
Total net finance expenses	$	6,210	$	8,431	$	274

Foreign exchange gain/losses consists primarily of foreign exchange fluctuations related to short-term intercompany accounts and foreign currency exchange gains and losses related to transactions denominated in currencies other than the functional currency for each of our subsidiaries. We expect our foreign currency exchange gains and losses to continue to fluctuate in the future as foreign currency exchange rates change. The Group’s investments in overseas subsidiaries are not hedged as those currency positions are either USD denominated and/or considered to be long-term in nature. AWN loans of $32.4 million are mostly denominated in USD, upon which there is minimal foreign currency risk.

36

Income Tax

We are subject to income tax for the year ended June 30, 2023 at rates of 19% to 25%, 21%, 26% to 30%, 9% and 15% to 25.8% in the U.K., the U.S., Australia, United Arab Emirates and the Netherlands respectively. We use estimates in determining our provision for income taxes. We account for income taxes in accordance with IFRS Standard IAS 12 Income Taxes, using an asset and liability approach that requires recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis, and for net operating loss and tax credits.

Key Factors Affecting Our Performance

We believe that the growth of our business and our future success are dependent upon a number of key factors, including the following:

Market demand for our products and services. Our business and revenues depend on the demand for our products and services. The market demand for electric vehicles, critical power services, sustainable energy solutions and solar development projects is heavily influenced by a range of factors that include the governmental economic, fiscal, and political polices at both the national and state levels in the U.S., Australia, Europe, the United Kingdom and the rest of the world, as well as global economic and political factors affecting the cost, availability, and desirability of renewable energy, other energy sources. Other external factors such as the COVID-19 pandemic and geopolitical tension in Ukraine may also affect demand for our products and services.

Competitiveness of our products and services. Our products and services need to be competitive in terms of price and quality with competition in each of our markets. Tembo in particular operates in a market that is relatively new, rapidly evolving, characterized by rapidly changing technologies, new competitors, evolving government regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors. In order to stay competitive and relevant, it needs to continuously innovate and invest in product development and new technologies. Our critical power services businesses face pricing pressure in a competitive market and must continually improve cost efficiencies.

Operational scale up of electric vehicle assembly and delivery capabilities. Tembo faces operational risks as a maker of battery-electric ruggedized and off-road vehicles embarking on an exponential scale up of its assembly and delivery capabilities. Growth is dependent on securing appropriate premises and equipment, achieving design and manufacturing process goals, achieving compliance with safety regulations and standards, recruiting and retaining suitably qualified personnel, overcoming any delays and, resolving any supply chain shortages, to be able to deliver the volume and quality of products required to meet customer commitments.

Delivering electric vehicle products and services to customers’ requirements and regulatory standards. Following the acquisition of Tembo, we signed distribution agreements with a number of partners globally, to sell Tembo EUV conversion kits. Meeting the technical specifications, quality and safety standards of our customers and partners is a key driver of ensuring Tembo’s brand, reputation, revenue and future prospects. Product failures in service could leave us exposed to future warranty claims. Failure to meet the required regulations and standards in the markets we serve could require product recalls and fines and penalties.

Development and scale up of the SES solutions business. Whilst we have experience in developing, financing, building and operating solar power systems and distributed generation solar systems, we have limited experience and track record in combining this experience to then develop and offer a complete SES solution with microgrids, battery recycling and reuse and are still in the process of building the capabilities in the team. Developing and/or acquiring these capabilities is a key factor in expanding our SES solutions business.

Supply chain execution. Materials deliveries from suppliers are at risk of disruption due to external events and factors such as COVID-19, semiconductor shortages and conflict in Ukraine. Overcoming challenging supply chain issues is a key factor in our businesses being able to deliver goods and services to our customers in line with their requirements and meet our revenue growth targets.

Inflation. The economic volatility attributable initially to COVID-19 and then to Russia’s invasion of Ukraine is part of and contributing to a larger trend of rising inflation around the globe, which may have a significant adverse effect on economic activity and our business.

Ability to secure capital at attractive rates and terms. Our businesses are capital intensive requiring significant investment in operational expenditure and capital expenditure to realize the growth potential of our electric vehicle, critical power services, sustainable energy solutions and solar development businesses. In addition, we are subject to significant and ongoing administrative and related expenses required to operate and grow a public company. Together these items impose substantial legal and financial compliance costs. As a result, we expect to require some combination of additional financing options in order to execute our strategy and meet the operating cash flow requirements necessary to operate and grow our business.

Currency fluctuations. We conduct business in the U.S., Australia, United Arab Emirates, the Netherlands and the U.K. As a result, we are exposed to risks associated with fluctuations in currency exchange rates, particularly between the U.S. dollar, the British Pound, the Euro and the Australian dollar.

Ability to attract and retain talent. We are looking to rapidly hyperscale our business in the face of fierce competition for talent and short timeframes. To achieve our operational goals, we need to attract high caliber talent quickly.

37

B. Liquidity and Capital Resources

Our principal sources of liquidity in the year ended June 30, 2023 were $3.6 million from AWN loans, $5.1 million net proceeds from capital raises, $2.9m of proceeds on sale of J.A. Martin and $1.3m from debtor financing. Our principal uses of cash have been $8.6 million outflow from operating activities, including $17.2 million growth focused operating costs in the Electric Vehicles, Solar Development, Sustainable Energy Solutions and Corporate segments less a $8.6 million decrease in working capital comprising movements in trade and other receivables and payables, $1.0 million purchase of property, plant and equipment including capitalized lease facilities in Tembo and Kenshaw, $3.9 million development capital expenditure in Tembo and Caret.

Our principal sources of liquidity in the year ended June 30, 2022 were $4.2 million from AWN short-term loans and $0.3 million net proceeds from capital raises. Our principal uses of cash have been $5.1 million outflow from operating activities, including $14.7 million growth focused operating costs in the Electric Vehicles, Solar Development, Sustainable Energy Solutions and Corporate segments less a $9.6 million decrease in working capital comprising movements in trade and other receivables and payables, $0.6 million payment of interest on AWN loans, $1.2 million purchase of property, plant and equipment including capitalized lease facilities in Tembo and Kenshaw, $4.3 million development capital expenditure in Tembo and Caret.

Our principal sources of liquidity in the year ended June 30, 2021, were $32.0 million net proceeds from capital raises and $0.4 million proceeds from sale of solar projects. Our principal uses of cash have been $5.0 million outflow from operating activities, including net inflows in Critical Power Services offset by growth operating costs in the Electric Vehicles, Solar Development, Sustainable Energy Solutions and Corporate segments, a $10.4 million increase in working capital primarily comprising a decrease in trade and other payables, $2.1 million net cash outflow on the acquisition of Tembo e-LV, comprising $7.1 million consideration less $4.9 million acquired cash, $2.2 million repayment of AWN related party loan principal, $5.3 million payment of interest on the AWN loan, Aevitas hybrids and other borrowings, including catch up of related party arrears, $0.9 million purchase of property, plant and equipment and $0.5 million net repayment of variable short term debtor finance facilities for J.A. Martin and Kenshaw.

The following table shows net cash provided by (used in) operating activities, net cash used in investing activities, and net cash provided by (used in) financing activities for the year ended June 30, 2023, 2022 and 2021:

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Net cash used in operating activities		(8,552	)		(5,130	)		(15,377	)
Net cash used in investing activities		(1,921	)		(5,343	)		(2,682	)
Net cash provided by financing activities		9,804			3,555			23,537
Total cash flow		(669	)		(6,918	)		5,478

If we continue to experience losses and we are not able to raise additional financing to provide the funding to grow the revenue streams of the Company to become profit making, or generate cash through sales of assets, we may not have sufficient liquidity to sustain our operations and to continue as a going concern, accordingly there is a material uncertainty that may cause significant doubt about the going concern nature of the Group. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. See section 2.1 on “Basis of Preparation”.

Operating Activities

Our net cash outflow from operating activities in the year ended June 30, 2023, was $8.6 million. This was attributable to a net inflow from working capital movements of $8.6 million and a net cash outflow after tax from operations of $17.2 million. The working capital movements of $8.6 million comprise of increase in trade and other payables of $2.3 million, decrease in trade and other receivables of $5.9 million, an increase in inventory of $0.2 million and increase in provisions of $0.7 million. The $17.2 million outflow after tax from operations consists of the $24.4 million loss, other non-cash and non-operating components of earnings including $4.9 million of net finance expense, $1.6 million depreciation and amortization, $0.1 million share-based payments, and $0.6 million tax.

Our net cash outflow from operating activities in the year ended June 30, 2022, was $5.1 million. This was attributable to a net inflow from working capital movements of $9.6 million and a net cash outflow after tax from operations of $14.7 million. The working capital movements of $9.6 million comprise of increase in trade and other payables of $6.6 million, decrease in trade and other receivables of $3.4 million, decrease in inventory of $0.1 million and a decrease in provisions of $0.6 million. The $14.7 million outflow after tax from operations consists of the $22.1 million loss, other non-cash and non-operating components of earnings including $5.3 million of net finance expense, $1.9 million depreciation and amortization, $2.0 million share-based payments, less $1.9 million tax credits.

Our net cash outflow from operating activities in the year ended June 30, 2021, was $15.4 million. This was attributable to a net outflow from working capital movements of $10.4 million and a net cash outflow after tax from operations of $6.1 million. The working capital movements of $10.3 million comprise a decrease in trade and other payables of $9.5 million, an increase in inventory of $0.8 million and a decrease in provisions of $0.1 million. The $6.1 million outflow after tax from operations consists of the $8.0 million loss, other non-cash and non-operating components of earnings including $1.1 million share-based payments, $0.4 million of net finance expense, $0.8 million gain on solar development and $2.3 million depreciation and amortization.

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Investing Activities

Net cash outflow from investing activities of $1.9 million in the year ended June 30, 2023 comprised of $1.0 million investment in property, plant and equipment in particular new leased properties for Tembo and Kenshaw, and a net $3.9 million net cash outflow attributable to additional investment in capital projects in Tembo and Caret. This is offset by $2.9 million proceeds from the sale of J.A Martin operations.

Net cash outflow from investing activities of $5.3 million in the year ended June 30, 2022comprised of $1.1 million investment in property, plant and equipment in particular new leased properties for Tembo and Kenshaw, and a net $4.3 million cash outflow attributable to additional investment in capital projects in Tembo and Caret.

Net cash outflows from investing activities of $2.7 million in the year ended June 30, 2021 comprised $0.4 million proceeds from sale of solar project assets in Australia, offset by $0.9 million investment in property, plant and equipment, and a net $2.1 million cash outflow attributable to the acquisition of Tembo e-LV. The net acquisition outflow comprised $7.1 million cash consideration, less $4.9 million cash acquired.

No companies were acquired by the Group in the years ended June 30, 2023 and June 30, 2022. In the year ended June 30, 2021, two acquisitions were consummated. These comprised Tembo e-LV B.V. and subsidiaries, for cash consideration of $7.1 million, or $2.2 million net of cash acquired, and Caret for cash consideration of $1, also $l net of cash acquired. 

Financing Activities

Cash generated from financing activities for the year ended June 30, 2023, was $9.8 million. This comprised $3.6 million AWN loans, $1.3 million debtor financing and $5.1 million capital raises net of capital raise costs, partly offset by $0.9 million repayment of other financing costs.

Cash generated from financing activities for the year ended June 30, 2022, was $3.6 million. This comprised $4.2 million AWN short term loans and $0.2 million capital raises net of capital raise costs. This is partly offset by $0.6 million interest paid to AWN on shareholder loans, and other financing costs.

Cash generated from financing activities for the year ended June 30, 2021, was $23.5 million. This comprised $32.6 million capital raise proceeds net of $2.8 million capital raise costs, less $0.4 million lease repayments in Critical Power Services businesses, $2.2 million repayment of AWN related party loan principal, $0.5 million net repayments against the debtor finance facility in Critical Power Services businesses and $5.3 million AWN loan and Aevitas hybrid interest, including catch up on amounts accrued from prior periods.

Borrowing obligations outstanding at the end of the period were as follows:

	As at June 30
(US dollars in thousands)	2023		2022		2021
Current liabilities:
Debtor financing		1,329		-		-
Lease liabilities		462		505		669
Project financing agreement		-		-		59
Short-term shareholder loan		497		4,285		-
Bank loan		7		145		152
Chattel mortgage		89		142		88
Other borrowings		-		32		36
		2,384		5,109		1,004
Non-current liabilities:
Shareholder loan – payments due beyond 12 months		28,111		21,121		21,175
Lease liabilities		1,843		1,959		326
Financing agreement		-		108		183
Bank loan		-		-		159
Chattel mortgage		50		264		244
		30,004		23,452		22,087
Total borrowings		32,388		28,561		23,091

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Tembo, Aevitas Solar and Kenshaw have lease arrangements in place to finance business properties and motor vehicle fleets. During the year ended June 30, 2023, lease liabilities have decreased by $0.2 million to $2.3 million mainly due to amortization during the year. The obligation for future minimum lease payments under the facilities are as follows:

	Minimum lease payments									Present value of minimum lease payments
	As at June 30									As at June 30
(US dollars in thousands)	2023			2022			2021			2023		2022		2021
Amounts payable under finance leases:
Less than one year		576			546			683			462		444		669
Later than one year but not more than five		2,223			2,545			379			1,843		2,020		326
		2,799			3,091			1,062			2,305		2,464		995
Future finance charges		(494	)		(627	)		(67	)		-		-		-
Total obligations under finance lease		2,305			2,464			995			2,305		2,464		995

On June 30, 2021, the Company agreed a refinancing of its existing $21.1 million shareholder loan with AWN, with repayment of principal from January 1, 2023 in sixty monthly instalments of $0.35 million to loan maturity on December 31, 2027. The interest rate and line fee was agreed at 8% and 0.8% respectively, but no interest or line fee settlements were required until after a corporate liquidity event had occurred. In addition, the Company agreed to a refinancing fee of $0.34 million in two tranches on June 30, 2022 and December 31, 2022. Security granted to AWN comprised of a specific security deed over the assets of Aevitas (the "Specific Security Deed") and a general security over the assets of the Company (the "General Security").

On June 30, 2022 further amendments to the loan were agreed with AWN:

(i) to defer repayment of principal to commence on October 1, 2023, with repayments over 60 months to September 30, 2028,

(ii) to defer interest payments from October 1, 2021, becoming due and payable on the earlier of a) completion by VivoPower of a debt or equity raise of at least $25 million, and b) October 1, 2023.

(iii) to increase the interest rate and line fee to 10.00% and 2.00% per annum respectively during the period from October 1, 2021 to the earlier of a) September 30, 2023 or b) the date a minimum prepayment of $1,000,000 is made.

(iv) the initial refinancing fee of $0.34 million is to be amended to accrue incrementally at 1.6% per annum from July 1, 2021 and become payable at the earlier of a) $1.0 million prepayment being made or b) October 1, 2023.

(v) a new fixed facility extension fee of $0.355 million is payable in return for this amendment, to accrue immediately but becoming payable on October 1, 2023.

On January 11, 2023, further amendments to the loan were agreed with AWN:

(i) to defer repayment of principal to commence on April 1, 2025, with repayments over 60 months to March 31, 2030.

(ii) to defer interest payments from October 1, 2023, becoming due and payable on the earlier of a) completion by VivoPower of a debt or equity raise of at least $25 million, and b) October 1, 2024.

(iii) to extend the increased interest rate and line fee of 10.00% and 2.00% per annum respectively commenced on October 1, 2021 to the earlier of a) March 31, 2025 or b) the date a minimum prepayment of $1,000,000 is made.

(iv) to extend the initial refinancing fee accruing incrementally at 1.6% per annum from July 1, 2021 and become payable at the earlier of a) $1.0 million prepayment being made or b) April 1, 2025.

(v) to defer the repayment date of the previous fixed facility extension fee of $0.355 million, becoming payable on April 1, 2025.

(vi) In addition to previously agreed refinancing fees, an additional $0.855 million fixed refinancing fee will accrue immediately and become payable on April 1, 2025.

On June 30, 2023, further amendments to the loan were agreed with AWN:

(i) to defer interest payments from October 1, 2024 to April 1, 2025, and to replace the conditional requirement to repay accrued interest upon completion by VivoPower of a debt or equity raise of at least $25 million, with the conditional requirement to make repayments of interest and/or principal to meet the mandatory repayment schedule described in sections (ii) and (iii) below following a qualifying liquidity event. 

(ii) upon completion by VivoPower International PLC of a qualifying liquidity event of at least $5.0 million, Aevitas O Holdings Pty Limited are required to make mandatory prepayment of principal and interest to AWN in accordance with the following schedule:

a) proceeds $5 million to $7.5 million - pay 25% of amounts raised;

b) proceeds $7.5 million to $12.5 million - pay $1.875 million plus 45% of amounts raised;

c) proceeds $12.5 million and above - pay $4.125 million plus 50% of amounts raised.

(iii) for the purposes of the mandatory prepayment requirement, a ‘qualifying liquidity event’ excludes direct investments into VivoPower’s subsidiary, Tembo, and debt raised in respect of working capital finance facilities, but includes:

a) equity or debt raise;

b) trade sale of underlying subsidiary or business unit (including, for example, Aevitas and Caret); and

c) loan repayment from Tembo to VivoPower.

(iv) as consideration for the concessions agreed with AWN, VivoPower International PLC committed to issue AWN with 500,000 warrants, with a duration of 12 months, at an exercise price of $0.67 per share.

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In December 2021, a short term loan of $1.1 million (A$1.5 million) was provided from AWN to Aevitas O Holdings Pty Limited at an interest rate of 10.0%, increasing to 12.5% from January 1, 2022. The loan is set to expire on April 1, 2025 (initially set as April 30, 2022, then extended on June 30, 2022, to October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower International PLC of a debt or equity raise of at least $25 million was dropped on June 30, 2023. Facility extension fees of $29,000 (A$40,000) and $43,500 (A$60,000) are payable upon maturity, relating to the two extensions respectively.

On February 22, 2022, a short term $3.0 million loan was provided from AWN to Aevitas O Holdings Pty Limited, with interest rate of 10.00% per annum payable on the principal sum upon maturity. The loan is set to expire on April 1, 2025 (initially set as May 13, 2022, then extended on June 30, 2022, to October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower of a debt or equity raise of at least $25 million was dropped on June 30, 2023. Facility extension fees of $85,000 and $110,000 are payable upon maturity, relating to the two extensions respectively.

On December 22, 2022, a short term $3.0 million loan was provided from AWN to Aevitas O Holdings Pty Limited, with interest rate of BBSY bid floating rate (on average 3.60% for the period from inception to June 30, 2023) plus fixed margin of 15.0% per annum payable on the principal sum upon maturity. A 1% facility establishment fee of $30,000 was deducted upon initial loan drawdown, and a further 3% exit fee of $90,000 is payable on expiry. The loan is set to expire on April 1, 2025 (initially set as October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower of a debt or equity raise of at least $25 million was agreed on January 11, 2023, then dropped on June 30, 2023. A facility extension fee of $115,000 is payable upon maturity. 

In February and March 2023, further short term loans of A$0.5 million and A$0.25 million were established between AWN and Aevitas O Holdings Pty Limited, drawn down between February and May 2023. The loans have interest rate of BBSY bid floating rate plus fixed margin of 15.0% per annum payable on the principal sum upon maturity, with expiry dates of June 30, 2023. 1% facility establishment fees of total A$7,500 were deducted upon loan drawdowns, and further 3% exit fees of total A$22,500 are payable on expiry. On June 30, 2023, the expiry of the loans was amended to August 31, 2023.

Following the sale of ex-solar J.A. Martin operations on July 1, 2022, the J.A. Martin debtor finance facility was cancelled, but a new facility with a limit of A$2.5 million and variable interest rate (initial rate 7.75%) was opened by Kenshaw, as well as a trade finance facility of $0.5 million. The debtor finance facility was partially drawn down at June 30, 2023, with an outstanding balance of $1.3 million (A$2.0 million), due to timing of operating activities (June 30, 2022: nil).

Cash Reserves and Liquidity

Cash reserves at June 30, 2023, of $0.6 million are unrestricted and are domiciled as follows:

	Local currency			Amount in USD
AUD		800,542			543,044
EUR		15,184			19,547
USD		18,364			18,364
GBP		(21,983	)		(27,741	)
Total cash reserve					553,214

Our treasury policy is to maintain sufficient cash reserves denominated in the currencies required for near term working capital to minimize the risk of currency fluctuation. Cash reserves are monitored on a daily basis to maximize capital efficiency. Our cash position is reviewed weekly by senior management to ensure the allocation best meets the coming needs of the business.

The SES business is reliant for liquidity on the completion of and, or sale of specific projects. As the projects are dependent on negotiations with external parties, delays in the sale process could adversely affect our liquidity.

The Electric Vehicles business is reliant for liquidity on financing from asset and working capital financing, equity capital raises, and a growing revenue stream as the business scales.

We review our forecasted cash flows on an on-going basis to ensure that we will have sufficient capital from a combination of internally generated cash flows and proceeds from financing activities, if required, in order to fund our working capital and capital expenditure requirements and to meet our short-term debt obligations and other liabilities and commitments as they become due.

If we continue to experience losses and we are not able to raise additional financing to provide the funding to grow the revenue streams of the Company to become profit making, or generate cash through sales of assets, we may not have sufficient liquidity to sustain our operations and to continue as a going concern, accordingly there is a material uncertainty that may cause significant doubt about the going concern nature of the Group. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. See section 2.1 on “Basis of Preparation”.

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C. Research and Development, Patents and Licenses, etc.

Research and development expenditure includes the product development project for Tembo’s ruggedized electric vehicles, comprising pre-series-production expenditure on developing vehicle specifications and production processes that are fit for purpose for rugged off road environments including mining sites. Capitalized costs include primarily internal payroll costs, external expert consultants, equipment and technology hardware and software. In addition, there is additional research and development being conducted into other elements of vehicle electrification for off-road and rugged environments, including specialized batteries, charging devices, electric wire harnesses, telemetry, data capture and analytics and software tools.

Development expenditure on U.S. solar projects includes securing land rights, completing feasibility studies, negotiating power purchase agreements, and other costs incurred to prepare project sales for Notice to Proceed with construction and hence sale to a partner as a shovel ready project.

The Company expects to obtain adequate technical, financial and other resources to complete the projects, and management consider that it is probable for the future economic benefits attributable to the development expenditure to flow to the entity; and that the cost of the asset can be measured reliably. Accordingly, the development expenditure is recognized under IAS 38 – Intangible Assets as an intangible asset.

D. Trend Information

Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources.

E. Critical Accounting Estimates

In preparing the consolidated financial statements, the directors are required to make judgements in applying the Group’s accounting policies and in making estimates and making assumptions about the future. These estimates could have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the future financial periods. The critical judgements that have been made in arriving at the amounts recognized in the consolidated financial statements are discussed below.

Revenue from contracts with customers – determining the timing of satisfaction of services

As disclosed in Note 2.15 to the Financial Statements, the Group concluded that Solar Development revenue and revenue from other long-term projects is recognized over time as the customer simultaneously receives and consumes the benefits provided. The Group determined that the percentage completion basis is the best method in measuring progress because there is a direct relationship between the Group’s effort and the transfer of services to the customer. The judgement used in applying the percentage completion basis affects the amount and timing of revenue from contracts.

Impairment of non-financial assets

The carrying values of property, plant and equipment, investments and intangible assets other than goodwill are reviewed for impairment only when events indicate the carrying value may be impaired. Goodwill is tested annually for impairment or when events or changes to circumstances indicate that it might be impaired.

Impairment assessments require the use of estimates and assumptions. To assess impairment, 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 risks specific to the related cash-generating unit. Judgement was applied in making estimates and assumptions about the future cash flows, including the appropriateness of discounts rates applied and operating performance (which includes production and sales volumes), as further disclosed in Note 14. These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will impact these projections, which may impact the recoverable amount of assets and/or CGUs.

Operating profit/(loss)

In preparing the consolidated financial statements of the Group, judgement was applied with respect to those items which are presented in the Consolidated Statement of Comprehensive Income as included within operating profit/(loss). Those revenues and expenses which are determined to be specifically related to the on-going operating activities of the business are included within operating profit/(loss). Expenses or charges to earnings which are not related to operating activities, are one-time costs determined to be not representative of the normal trading activities of the business, or that arise from revaluation of assets, are reported below operating profit/(loss).

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Litigation provision

No litigation provision was recorded at June 30, 2023. The provision of $0.5 million for disputed legal success fees related to the Mr. Comberg litigation recorded at June 30, 2021 was estimated by management, making a judgement in conjunction with advice from legal counsel, on the likely outcome of the claim. $0.4 million of this provision was utilized in the year ended June 30, 2022, and the remainder released.

Capitalization of product development costs

The Group capitalizes costs for product development projects in the EV segment. The capitalization of costs is based on management’s judgement that technological and economic feasibility is confirmed, and all other recognition criteria within IAS 38 can be demonstrated. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation, discount rates to be applied and the expected period of benefits. As of June 30, 2023, the carrying amount of capitalized development costs were $7.9 million (June 30, 2022: $3.8 million).

Contingent consideration on disposals

Included within the assessment of recoverable value for impairment purposes of assets held for sale related to the sale of the J.A. Martin ex-solar business, as at June 30, 2023, were estimates of the contingent consideration included within the sale agreement. The contingent consideration receivable 12 months following sale, is based on a multiple of earnings before interest, tax, depreciation and amortization of the business. The fair value of contingent consideration of $0.6 million applied a contracted 4.5x multiple to year 1 forecast EBITDA of $0.8 million, less purchase price paid. Final settlement of the contingent consideration was paid in August 2023, and the receivable amount and loss on disposal adjusted accordingly.

Income taxes

In recognizing income tax assets and liabilities, management makes estimates of the likely outcome of decisions by tax authorities on transactions and events whose treatment for tax purposes is uncertain. Where the outcome of such matters is different, or expected to be different, from previous assessments made by management, a change to the carrying value of the income tax assets and liabilities will be recorded in the period in which such determination is made. The carrying values of income tax assets and liabilities are disclosed separately in the Consolidated Statement of Financial Position.

Deferred tax assets

Deferred tax assets for unused tax losses amounting to $4.3 million at June 30, 2023 ( June 30, 2022 : $4.1 million; June 30, 2021 : $1.9 million) are recognized to the extent that it is probable that sufficient taxable profit will be available against which the losses can be utilized. Management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the deferred tax assets recorded at the reporting date could be impacted.

Exchangeable preference Shares, exchangeable notes and Aevitas Preference Shares

As part of the IPO listing process VivoPower acquired Aevitas. The instruments previously issued by Aevitas were restructured to become exchangeable into Ordinary Shares of the Company. The Company considered IAS 32 paragraph 16 in determining the accounting treatment of the exchangeable instruments. The Company has determined the instruments to be treated as equity under the “fixed-for-fixed” rule meaning that both the amount of consideration received/receivable and the number of equity instruments to be issued must be fixed for the instrument to be classified as equity. Both elements are satisfied within the instruments.

Whilst the majority of the Aevitas Preference Shares and exchangeable notes were converted into Ordinary Shares in VivoPower in July 2021 a minority of investors in the instruments elected to accept new Aevitas Preference Shares. The Company considered IAS 32 paragraph 16 in determining the accounting treatment, and has determined the new Aevitas Preference Shares instruments should be treated as equity.

Fair value measurement

The fair values of financial assets and liabilities recorded in the statement of financial position are measured using valuation techniques including discounted cash flow ("DCF") models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Changes in assumptions about these factors could affect the reported fair value. When the fair values of non-financial assets/CGUs need to be determined, for example in business combinations and for impairment testing purposes, they are measured using valuation techniques including the DCF model.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth the names, ages and positions of our directors and executive officers. Unless otherwise indicated, the business address of all of our directors and executive officers is The Scalpel, 18^th Floor, 52 Lime Street, London EC3M 7AF, United Kingdom.

Name	Age		Position	Appointed
Directors:
Kevin Chin (1)(4)		50	Chairman	April 27, 2016
Peter Jeavons (1)(2)(3)(4)		58	Non-Executive Director	June 16, 2020
William Langdon (1)(2)(3)		62	Non-Executive Director	June 16, 2020
Michael Hui		43	Non-Executive Director	January 22, 2020
Gemma Godfrey (1)(2)(3)(4)		39	Non-Executive Director	December 15, 2020
Executive Officers:
Kevin Chin (1)(4)		50	Chief Executive Officer	March 25, 2020

(1)	Member (or in the case of Mr. Chin, non-voting observer) of the Audit and Risk Committee.
(2)	Member of the Remuneration Committee.
(3)	Member of the Nomination Committee.
(4)	Member of the Sustainability Committee

The following sets forth biographical information regarding our directors and executive officers. There are no family relationships between any director or executive officer and any other director or executive officer.

There are no other arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management, except that: Kevin Chin, our Chairman, beneficially owns 48.5% of VVPR at June 30, 2023, through his holdings as the Chairman of AWN, which is a beneficial owner of 39.5% of VivoPower as of June 30, 2023 for which Mr. Chin has shared voting power.and individually is the beneficial owner of 9.0% of VivoPower as of June 30, 2023.

Executive Officers

Kevin Chin

Kevin Chin has served as our Chief Executive Officer since March 2020. Reference is made to his biography below.

Directors

Kevin Chin

Kevin Chin is the founder of Arowana, a B Corporation certified investment group with operating companies across the U.K., U.S., Europe, Asia and Australia, as well as owning other unlisted companies and investments. One of those operating companies is AWN, which is listed on the Australian Securities Exchange. AWN is the largest shareholder in VivoPower, as well as owning other unlisted companies and investments.

Over his 25-plus year career, Mr. Chin has accumulated extensive experience in “hands on” strategic and operational management having served as CEO, CFO and COO of various public and private companies across a range of industries, including solar energy, software, traffic management, education, funds management and vocational education. He is the author of the business book, HyperTurnaround! which chronicles the privatization, rapid turnaround and subsequent global scale up of a software company called RuleBurst Haley culminating in a sale to Oracle. Mr. Chin regularly writes for Inc.com on topics such as turnarounds and growing pains challenges. He also has significant international experience in private equity, buyouts of public companies, mergers and acquisitions and capital raisings as well as funds management, accounting, litigation support and valuations with prior roles at LFG, J.P. Morgan, PWC and Deloitte.

Mr. Chin holds a Bachelor of Commerce degree from the University of New South Wales where he was one of the inaugural University Co-Op Scholars with the School of Banking and Finance. He is also a qualified Chartered Accountant and a Fellow of FINSIA, where he was a curriculum writer and lecturer in the Master of Applied Finance program. Mr. Chin divides his time between the UK, UAE and Australasia.

.

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William Langdon

William Langdon has had a 25-plus year career in the software, technology and enterprise data sectors after starting his career at Disney in finance and marketing. He served as CFO of venture-backed OmniTicket Network and after served in a series of senior management roles at digital mapping leader NAVTEQ (acquired by Nokia). After starting in European Sales, he became General Manager of the global Distribution division and President of NAVTEQ’s first acquisition, a digital mapping company based in Seoul, South Korea. Since that time, he has served in a series of senior management roles with venture-backed French technology start-ups including Goldman Sachs backed Nuxeo and Intersec, backed by Highland Europe.

Mr. Langdon received his MBA from Yale University and is a member of the Board of Directors of Tech2Deal, a private French company, and Singula Institute, a New York City based mental health non-profit organization. He resides in Long Island outside of New York City, United States.

Mr. Langdon serves as Chairman of the Audit and Risk Committee of the Company.

Peter Jeavons

Peter Jeavons has over 30 years’ experience working in a number of executive-level international roles predominantly focused on leading technology and enterprise software solutions across many industry sectors. His career has been spent working for small start-ups, medium-sized and large corporate businesses, helping to drive strong growth, turnarounds and with involvement from both sides in successful merger and acquisition activities. He specializes in policy, regulatory and legislative compliance-based solutions and has a strong interest in how technology can help to drive sustainability and save the planet.

Mr. Jeavons was part of the global leadership team of RuleBurst Haley, which was acquired by Oracle and then successfully relaunched their regulatory compliance solution as a native SaaS platform internationally. During his career he has also worked for companies including Infor, who are another large enterprise software company and was responsible for the European business at Nuxeo, a Goldman Sachs backed, open source, enterprise content management software provider. He recently completed an interim CEO role for a next generation events management SaaS business.

He currently works as an advisor to several SaaS businesses and start-ups, specialising in innovative technologies that make the world better, less complex, and more sustainable. Mr. Jeavons completed his Non-Executive Director’s diploma with Pearson in 2013. He resides in the Cotswolds, United Kingdom. 

Mr. Jeavons is the Senior Independent Director at Vivopower and Chairman of the Remuneration and Sustainability Committees of the Company.

Michael Hui

Michael Hui brings a unique background to the Board given his dual Information Technology and Law degrees and experiences. During his career, he has built significant expertise across a diverse range of sectors in both an investment as well as an operational capacity.

Mr. Hui serves as Managing Director (Australasia) for VivoPower’s largest shareholder, AWN, and also the broader Arowana group. In 2011, he joined Arowana as an Investment Director, and since then he has worked across a range of Arowana’s operating businesses including education and asset management. Mr. Hui led the formation and structuring of the Arowana Australasian Special Situations Fund (AASSF) and most recently, the building of Arowana’s education business, EdventureCo. His primary focus at present is driving corporate development (including mergers and acquisitions and technology-based transformation), working alongside the leadership teams of Aevitas and EdventureCo. Previously, Michael was Co-founder and CEO of an online-payments business, and spent more than 10 years as a lawyer practicing corporate and commercial law. He resides in Brisbane, Australia.

Gemma Godfrey

Gemma Godfrey is a non-executive director and advisor with experience across financial services, technology, media, public policy and sustainable energy. With a 20-year career, her track record of strategic planning, innovation and consumer insight helps ambitious businesses achieve their goals.

Ms. Godfrey is a non-executive director for Saga plc, Oberon Investments, Kingswood Holdings and Eight Capital Partners. She was the Founder and CEO of an FCA-authorized digital investing service, which was acquired by FTSE 250 insurer JLT. She pioneered new technology and went on to launch a digital media business for News U.K., part of News Corp.

A former boardroom adviser to Arnold Schwarzenegger on ‘The Apprentice,’ Ms. Godfrey is a business expert on ITV and Sky News. She was previously Head of Investment Strategy at FTSE-AIM wealth manager, Brooks Macdonald. She started her career at Goldman Sachs and GAM, with a background in quantum physics. She resides in London, United Kingdom.

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B. Board Diversity

The table below provides certain information regarding the diversity of our Board as of the date of this Annual Report

Board Diversity Matrix
Country of Principal Executive Offices:	United Kingdom
Foreign Private Issuer	Yes
Disclosure Prohibited under Home Country Law	No
Total Number of Directors	5
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	4	0	0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	2
LGBTQ+	0
Did Not Disclose Demographic Background	0

C. Compensation

Directors and Executive Management Compensation

The tables below set out the compensation paid to our directors and executive officers for the year ended June 30, 2023 and year ended June 30, 2022.

Year Ended June 30, 2023	Salary & Fees		Benefits		Pension		Long Term Incentives		Severance		Total
Directors:
Kevin Chin (Chair) 1	$	81,819	$	-	$	-	$	-	$	-	$	81,819
Peter Jeavons 2	$	73,000	$	-	$	-	$	-	$	-	$	73,000
William Langdon 3	$	65,500	$	-	$	-	$	-	$	-	$	65,500
Michael Hui 4	$	50,000	$	-	$	-	$	7,361	$	-	$	57,361
Gemma Godfrey 5	$	69,500	$	-	$	-	$	-	$	-	$	69,500
Executive Officers:
Kevin Chin 6	$	455,863	$	45,991	$	-	$	312,002	$	-	$	813,856

1 Mr. Chin is paid a salary of £68,000 ($81,819) per annum as Chairman during the year, payable to Arowana Partners Group Pty Ltd. 

2 Mr. Jeavons is paid fees of $50,000 per annum during the year. Mr. Jeavons also received an annual fee of $7,500 as chair of the sustainability committee, $7,500 annual fee as chair of the remuneration committee, $4,000 annual fee as member of the audit and risk committee and $4,000 annual fee as member of the nomination committee. Mr. Jeavons elected to receive 100% of his fees for the year in cash. $12,777 remaining accrued and payable as at June 30, 2023.

3 Mr. Langdon is paid fees of $50,000 per annum during the year. Mr. Langdon also received an annual fee of $7,500 as chair of the audit and risk committee, $4,000 annual fee as member of the remuneration committee and $4,000 annual fee as member of the nomination committee. Mr. Langdon elected to receive 100% of his fees in cash. $16,500 remaining accrued and payable as at June 30, 2023.

4 Mr. Hui is paid fees of $50,000 per annum during the year. Mr. Hui elected to receive 100% of his fees in cash. $25,000 remaining accrued and payable as at June 30, 2023. Mr. Hui also receives equity-based remuneration in relation to his involvement in management of Critical Power Services segment, and the hyper-turnaround and hyperscaling program. Of the 17,500 ($13,125) annual retention Restricted Stock Units ("RSUs") granted on April 1, 2020, vesting annually from June 2021 to June 2026, 3,500 RSUs ($2,625) vested in the current year. Of the 52,500 ($39,375) performance RSUs vesting quarterly from September 2020 to June 2023, dependent on meeting quarterly performance goals, 6,314 RSUs ($4,736) vested in the current year. A further 20,000 annual retention RSUs ($5,200) were granted to Mr. Hui on January 11, 2023, vesting annually from December 2023 to December 2025.

5 Mrs. Godfrey is paid fees of $50,000 per annum Mrs. Godfrey also received $4,000 annual fee as member of the audit and risk committee, $4,000 as member of the remuneration committee and $4,000 annual fee as member of the nomination committee. Mrs. Godfrey elected to receive 100% of her fees in cash. $9,217 remaining accrued and payable as at June 30, 2023.

6 Comprises £325,000 base fees, £38,000 annual professional development allowance. Of the base salary £325,000, 4 months were paid in cash, whilst for 8 months, Mr. Chin agreed to receive payment in the form of 541,666 cashless warrants in VivoPower shares, exerciseable in the period 3 June 2024 to 3 June 2029 at an exercise price of $0.60. Shares issued following exercising of warrants will remain restricted for 12 months. Mr. Chin has allocated these warrants to a benevolent cause, the ASEAN foundation. Mr. Chin receives equity-based remuneration in relation to his involvement in leading the hyper-turnaround and hyperscaling program. Of the 87,200 ($65,400) annual retention RSUs granted on April 1, 2020, vesting annually from June 2021 to June 2026, 17,440 RSUs ($13,080) vested in the current year. Of the 261,600 ($196,200) performance RSUs vesting quarterly from September 2020 to June 2023, dependent on meeting quarterly performance goals, 31,456 RSUs ($23,592) vested in the current year. In December 2021, the Remuneration Committee approved an equity award of RSUs in relation to short term incentives for the year ended June 30, 2022, vesting in June 2023 deferred from June 2022. The award vested 94,291 RSUs ($275,330), based on Mr. Chin's base salary £325,000 x 1.3237 exchange rate x 64% performance measurement / $2.92 VWAP share price. A further 20,000 annual retention RSUs ($5,200) were granted to Mr. Chin on January 11, 2023, vesting annually from December 2023 to December 2025.

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Year Ended June 30, 2022	Salary & Fees		Benefits		Pension		Long Term Incentives		Severance		Total
Directors:
Kevin Chin (Chair) 1	$	91,029	$	-	$	-	$	-	$	-	$	91,029
Matthew Cahir 2	$	38,336	$	-	$	-	$	-	$	-	$	38,336
Peter Jeavons 3	$	69,000	$	-	$	-	$	-	$	-	$	69,000
William Langdon 3	$	61,500	$	-	$	-	$	-	$	-	$	61,500
Michael Hui 4	$	50,000	$	-	$	-	$	8,178	$	-	$	58,178
Gemma Godfrey 5	$	58,000	$	-	$	-	$	-	$	-	$	58,000
Executive Officers:
Kevin Chin 7	$	434,969	$	51,388	$	-	$	273,039	$	-	$	759,396

1 Mr. Chin was paid a salary of £68,000 ($92,029) per annum as Chairman during the year ended June 30, 2022, payable to Arowana Partners Group Pty Ltd. In addition to his monthly salary, along with other directors of the Company, on December 14, 2020, Mr. Chin was granted 7,788 ($50,000) RSUs vesting in the year, to bring compensation in line with market levels as benchmarked by Pearl Meyer.

2

Mr. Cahir was paid a salary of $50,000 per annum in cash from July 1, 2021 through February 2022 as a result of his resignation as a director on March 17, 2022.

Mr. Cahir was also paid a consulting fee as President of VivoPower USA and sales director for electric vehicles, via Middleburg Juice Company, LLC. The Remuneration Committee (with Mr. Cahir recused) approved an extension to Mr. Cahir’s consulting agreement effective July 1, 2021, with cash remuneration of $32,000 per month and healthcare allowance of $5,000 per month. Following his resignation on March 17, 2022, the Committee approved the continued monthly payment of $32,000 per month and healthcare allowance of $5,000 per month until the end of his notice period on September 17, 2022, in accordance with the terms of his contract. In December 2021, the Committee approved an equity award of 70,000 ($229,600) RSUs in relation to short term incentives for the year ended Jun 30, 2021, vesting in December 2021. In addition, the Committee approved the following equity awards to Mr. Cahir following his resignation in March 2022, being fulfilment of business development incentives for the year ended June 30, 2022:

● a business development payment of 182,432 ($270,000) RSUs, vesting May 1, 2022;

● a business development stretch payment of 109,459 ($162,000) RSUs vesting conditional on certain commercial settlement goals being achieved. These goals were achieved and RSUs vested during the year ended June 30, 2022.

● a business development upside payment of 36,486 ($54,000) RSUs vesting conditional on certain commercial settlement goals being achieved. This condition remains outstanding as at August 30, 2022.

● 2.5 points in a future Caret Omnibus incentive plan.

3 Mr. Jeavons was paid a salary of $50,000 per annum during the year ended June 30, 2022. Mr. Jeavons also received an annual fee of $7,500 as chair of the sustainability committee, $7,500 annual fee as chair of the remuneration committee and $4,000 annual fee as member of the audit and risk committee. Mr. Jeavons elected to receive 75% of all his fees for the year in equity (7,099 RSUs), 25% in cash.

4 Mr. Langdon was paid a salary of $50,000 per annum during the year ended June 30, 2022. Mr. Langdon also received an annual fee of $7,500 as chair of the audit and risk committee and $4,000 annual fee as member of the remuneration committee. Mr. Langdon elected to receive 100% of his salary as equity (1,989 RSUs) and 100% of his committee fees in cash.

5 Mr. Hui was paid a salary of $50,000 per annum during the year. Mr. Hui also receives equity-based remuneration in relation to his involvement in management of Critical Power Services segment, and the hyper-turnaround and hyperscaling program. Of the 17,500 ($13,125) annual retention RSUs granted on April 1, 2020, vesting annually from June 2021 to June 2026, 3,500 RSUs ($2,625) vested in the current year. Of the 52,500 ($39,375) performance RSUs vesting quarterly from September 2020 to June 2023, dependent on meeting quarterly performance goals, 8,124 RSUs ($6,093) vested in the year ended June 30, 2022.

6 Mrs. Godfrey was paid a salary of $50,000 per annum in the year ended June 30, 2022. Mrs. Godfrey also received $4,000 annual fee as member of the audit and risk committee and $4,000 as member of the remuneration committee. Mrs. Godfrey elected to receive 25% of her salary and committee fees as equity; 75% in cash.

7 Comprises £325,000 base salary, £38,000 annual professional development allowance. In December 2021, the Remuneration Committee approved an equity award of 70,000 ($229,600) RSUs in relation to short term incentives for the year ended June 30, 2021, vesting in December 2021. Mr. Chin also receives equity-based remuneration in relation to his involvement in leading the hyper-turnaround and hyperscaling program. Of the 87,200 ($65,400) annual retention RSUs granted on April 1, 2020, vesting annually from June 2021 to June 2026, 17,440 RSUs ($13,080) vested in the year ended June 30, 2022. Of the 261,600 ($196,200) performance RSUs vesting quarterly from September 2020 to June 2023, dependent on meeting quarterly performance goals, 40,479 RSUs ($30,359) vested in the year ended June 30, 2022.

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Employment Agreements

Executive Agreements

Mr. Chin’s remuneration as Chief Executive Officer has remained at £325,000 per annum as Chief Executive since July 1, 2020, payable monthly in arrears. This remuneration plan was decided upon by the Remuneration Committee following a market benchmarking by Pearl Meyer, to align to the new strategy and additional responsibilities. The remuneration includes the cost of any support resources required by Mr. Chin to fulfil the roles. Of the base salary £325,000, 4 months were paid in cash, whilst for 8 months, Mr. Chin agreed to receive payment in the form of 541,666 cashless warrants in Ordinary Shares of the Company, exercisable in the period 3 June 2024 to 3 June 2029 at an exercise price of $0.60. Ordinary Shares issued following exercising of warrants will remain restricted for 12 months. Mr. Chin has allocated these warrants to a benevolent cause, the ASEAN foundation. The Committee also approved an additional annual £38,000 fee payable as a professional development allowance to Mr. Chin as Chief Executive Officer. This payment will be made on 1 January each year.

In the year ended June 30, 2020, Mr. Chin was granted 87,200 RSUs and 261,600 Performance Stock Units (“PSUs”) in the Company, issued pursuant to the Company’s Omnibus Incentive Plan adopted on September 5, 2017, at an issue price of $0.75 per share, based on the Company share price on March 25, 2020. The RSUs vest annually over 5 years. The PSU’s vest quarterly over 3.25 years and are subject to achieving performance goals. This was approved by the Remuneration and Nomination Committee of the Board on June 16, 2020. Of the awards previously granted, a total of 17,440 RSUs ($13,080) vested in the year ended June 30, 2023 (year ended June 30, 2022: 17,440 RSUs - $13,080). A total of 31,456 ($23,592) PSUs also vested in the year, following achievement of quarterly performance goals (year ended June 30, 2022: 40,479 PSUs - $30,359).

In December 2021, the Remuneration Committee approved an equity award of RSUs in relation to short term incentives for the year ended June 30, 2022, vesting in June 2023 deferred from June 2022. The award vested 94,291 RSUs ($275,330) based on Mr. Chin's base salary £325,000 x 1.3237 exchange rate x 64% performance measurement / $2.92 VWAP share price. In December 2021, the Remuneration Committee approved an equity award of 70,000 RSUs ($229,600) in relation to short term incentives for the year ended June 30, 2021, which vested in December 2021.

Mr. Chin is also paid an annual Chairman’s fee of £68,000 ($92,119) as Chairman of the Board, payable by the Company to Arowana Partners Group Pty Ltd. The fee was increased as from July 1, 2021, following a review by the Remuneration Committee of Mr. Chin’s compensation, including market benchmarking by Pearl Meyer. In the year ended June 30, 2021, Mr. Chin also received 7,788 ($50,000) RSUs in this capacity.

Potential Payments Upon Termination or Change in Control

Kevin Chin, Executive Chairman and Chief Executive Officer, may be terminated upon twelve months’ notice at any time, for any reason, with or without cause. Other than the twelve-month notice period, there are no other special payments upon termination or change of control. 

The appointment letters of the non-executive directors of the Company are generally terminable upon one month’s written notice and do not contain provisions providing for special payments upon termination or change of control.

During FY2023, Tembo e-LV BV established a performance incentive plan for participants to benefit from any potential future trade sale, IPO, recapitalization or merger of Tembo e-LV and subsidiaries within the EV business unit. In the event of such an action, participants will earn Long Term Incentive ("LTI") points according to an allocation decided by the Remuneration Committee of a profit share of 20% of the net gain made by the Company from the corporate action, less previously invested amounts.

D. Board Practices

Board Composition and Classification of Directors

We have five directors on our Board. All of the current directors are members pursuant to the Board composition provisions of our articles of association.

Staggered Board

In accordance with the terms of our articles of association, our Board is divided into three staggered classes of directors of the same or nearly the same number and each will be assigned to one of the three classes. At each annual general meeting of the shareholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the annual general meeting of stockholders to be held during the years 2023 for Class A directors, 2024 for Class B directors and 2025 for Class C directors:

● our Class A directors are Peter Jeavons and Michael Hui.

● our Class B directors are Gemma Godfrey.

● our Class C directors are Kevin Chin and William Langdon.

Our articles of association provide that the number of our directors shall not be subject to any maximum but shall not be less than two, unless otherwise determined by a majority of our Board.

The division of our Board into three classes with staggered three-year terms may delay or prevent stockholder efforts to effect a change of our management or a change in control.

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Director Independence

Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgement in carrying out the responsibilities of a director.

Our Board has determined that Gemma Godfrey, Peter Jeavons and William Langdon are “independent directors” under the Rule 5605 of the Nasdaq Listing Rules.

Corporate Governance

The Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, including our company, to comply with various corporate governance practices. In addition, Nasdaq rules provide that foreign private issuers may follow home country practice in lieu of the Nasdaq corporate governance requirements, subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws. We currently do not intend to take advantage of any such exemptions.

We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable requirements of the rules adopted by the SEC.

Because we are a foreign private issuer, our directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.

Committees of the Board

We have an Audit and Risk Committee, a Remuneration Committee, a Nomination Committee and a Sustainability Committee and have a charter for each of these committees.

Audit and Risk Committee

The Audit and Risk Committee is comprised of William Langdon (who is Chair of the Audit and Risk Committee), Gemma Godfrey and Peter Jeavons, each of whom the Board has determined to be independent under the applicable Nasdaq listing standards. Peter Jeavons and William Langdon joined the committee on June 16, 2020 and Gemma Godfrey joined the committee on July 1, 2021.

The Audit and Risk Committee has a written charter, a form of which is available on VivoPower’s website at www.vivopower.com.

The purpose of the Audit and Risk Committee, as specified in the Audit and Risk Committee charter, includes, but is not limited to, assisting the Board in overseeing and monitoring:

• the Company’s accounting and financial reporting processes and internal control over financial reporting;

• the audit and integrity of the Company’s financial statements;

• the qualifications, independence, and performance of the Company’s registered public accounting firm;

• the Company’s compliance with accounting, regulatory and related legal requirements;

• risk assessment and risk management; and

• such other duties and responsibilities as are enumerated in or consistent with the terms of reference.

The Audit and Risk Committee is required to be composed exclusively of “independent directors,” as defined under the Nasdaq listing standards and the rules and regulations of the SEC, and each of whom must be, among other requirements, “financially literate,” as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, VivoPower is required to certify to Nasdaq that the committee has at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

The Board has determined that William Langdon satisfies Nasdaq’s definition of financial sophistication and also qualified as an “audit committee financial expert” as defined under rules and regulations of the SEC.

49

Nomination Committee

The Nomination Committee of the Board is comprised of Gemma Godfrey (who is Chair of the Nomination Committee), William Langdon, and Peter Jeavons, each of whom the Board has determined to be independent under the applicable Nasdaq listing standards. Gemma Godfrey joined the committee on March 17, 2022 and William Langdon and Peter Jeavons joined the committee on June 16, 2020.

The Nomination Committee has a written charter, a form of which is available on VivoPower’s website at www.vivopower.com.

The Nomination Committee is responsible for overseeing the selection of persons to be nominated to serve on VivoPower’s Board.

The Nomination Committee considers persons identified by its members, management, shareholders, investment bankers and others. Pursuant to its charter, the Nomination Committee, before any appointment is made by the Board, evaluates the balance of skills, knowledge, experience and diversity on the Board, and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment, and consider candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board, taking care that appointees have enough time available to devote to the position.

The Nomination Committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The Nomination Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board members. The Nomination Committee will not distinguish among nominees recommended by shareholders and other persons. 

Remuneration Committee

The Remuneration Committee is comprised of Peter Jeavons (Chair of the Remuneration Committee), William Langdon and Gemma Godfrey, each of whom the Board has determined is independent under the applicable Nasdaq listing standards. Peter Jeavons and William Langdon joined the committee on June 16, 2020. Gemma Godfrey joined the committee on July 1, 2021.

The Remuneration Committee has a written charter, a form of which is available on VivoPower’s website at www.vivopower.com.

The Remuneration Committee’s duties, which are specified in our Remuneration Committee Charter, include, but are not limited to:

• setting the remuneration policy for all executive directors and executive officers, including pension rights and any compensation payments;

• reviewing the appropriateness and relevance of the remuneration policy;

• determining total individual compensation packages;

• reviewing and designing share incentive and share option plans, determining awards thereunder and administering such plans;

• approving design of, and targets for, performance-related pay schemes;

• determining pension arrangements;

• appointing compensation consultants;

• approving contractual appointment terms for directors and senior executives; and

• related duties.

Sustainability Committee

The Sustainability Committee is comprised of Peter Jeavons (chair of the Sustainability Committee), Kevin Chin and Gemma Godfrey.

The Sustainability Committee has a written charter, a form of which is available on VivoPower’s website at www.vivopower.com.

The Sustainability Committee’s duties, which are specified in our Sustainability Committee Charter include, but are not limited to:

• oversee and monitor VivoPower’s Safety and Health policies, procedures and programs and track any safety and health scorecards against benchmarks;

• review VivoPower’s B Corp certification and governance policies and initiatives with a view to continuously improving VivoPower’s B score;

• maintain, update and review the effectiveness of VivoPower’s environmental policies and initiatives designed to ensure environmental sustainability and the minimization of the Company’s environmental footprint;

• determining total individual compensation packages;

• review the effectiveness of VivoPower’s policies and initiatives with regards to community and staff engagement as well as broader corporate social responsibility; and

• oversee and monitor the reputational impacts of VivoPower’s business strategies and practices, including policies and to ensure appropriate safeguards are in place for dealing fairly and ethically with customers, suppliers, competitors and other stakeholders.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, executive officers and employees, including our chief executive officer, chief financial officer, controller, or other persons performing similar functions, which is a “code of ethics” as defined in Item 16B of Form 20-F promulgated by the SEC. The full text of the Code of Business Conduct and Ethics is posted on the investor relations section of our website at www.vivopower.com.

If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. Under Item 16B of Form 20-F, if a waiver or amendment of the Code of Business Conduct and Ethics applies to our principal executive officer, principal financial officer, or controller and relates to standards promoting any of the values described in Item 16B(b) of Form 20-F, we are required to disclose such waiver or amendment on our website in accordance with the requirements of Instruction 4 to such Item 16B.

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E. Employees

As of June 30, 2023, we had 108 (June 30, 2022: 242; June 30, 2021: 255) employees and subcontractors, as follows:

As at June 30, 2023	Australia		US		U.K.		Netherlands		Total
Sales and Business Development		3		1		-		9		13
Central Services and Management		10		1		3		4		18
Engineering and Critical Power Services		53		-		-		24		77
Total employees		66		2		3		37		108

As at June 30, 2022	Australia		US		U.K.		Netherlands		Total
Sales and Business Development		9		1		-		2		12
Central Services and Management		23		1		3		2		30
Engineering and Critical Power Services		187		-		-		14		201
Total employees		219		2		3		18		242

As at June 30, 2021	Australia		US		U.K.		Netherlands		Total
Sales and Business Development		10		1		-		2		13
Central Services and Management		22		1		4		8		35
Engineering and Critical Power Services		201		-		-		6		207
Total employees		233		2		4		16		255

J.A. Martin ex-solar operations contributed 93 employees to headcount in prior year, whereas headcount in FY2023 excludes employee numbers from the disposed entity.

Both Aevitas Solar and Kenshaw have in place enterprise agreements jointly developed by the businesses and their employees with the purpose of developing and implementing workplace reform strategies so as to produce continuously improved environments aimed directly at improving the competitiveness of the businesses within their marketplaces and delivering job satisfaction and security for their employees.

We have never experienced labor-related work stoppages or strikes and believe that we have good relations with our employees.

F. Share Ownership

The following table sets forth information regarding the beneficial ownership of VivoPower Ordinary Shares as of August 31, 2023, by:

• each of our executive officers and directors; and

• all of our executive officers and directors as a group.

The beneficial ownership of VivoPower’s Ordinary Shares is based on 25,788,260 Ordinary Shares issued and outstanding on August 31, 2023. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days.

Unless otherwise indicated, we believe that all persons named in the table below have significant voting and investment power with respect to all Ordinary Shares beneficially owned by them.

Name and Address of Beneficial Owner (1)	Number of Shares Benficially Owned			Percentage of Outstanding Shares
Kevin Chin (2)		12,557,349	(3)		48.7	%
Michael Hui		43,489			<1%
William Langdon		38,936			<1%
Peter Jeavons		37,926			<1%
Gemma Godfrey		5,934			<1%
All Directors and Executive officers as a group (6 persons)		12,683,634			49.2	%

(1)	Unless otherwise indicated, the business address of each of the individuals is c/o VivoPower International PLC, The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF, United Kingdom.
(2)	The business address is c/o AWN Holdings Limited, at Level 11, 110 Mary Street, Brisbane, QLD 4000, Australia.
(3)	Represents shares held by Arowana Global Impact Pty Ltd (previously Arowana Partners Group Ltd), The Panaga Group Trust, KTFC Superannuation Fund and Chin Family Super Fund, of which Mr. Chin is a beneficiary and one of the directors of the corporate trustee of such fund, and AWN Holdings Limited for which Mr. Chin has shared voting power.

None of the above shareholders have different voting rights from other shareholders as of the date of this Annual Report.

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Equity Incentive Plan

On July 3, 2017, the Board approved adoption of the Company’s 2017 Omnibus Incentive Plan (the “Incentive Plan”), which was subsequently approved by shareholders. The purpose of the Incentive Plan is to provide a means through which the Company and its subsidiaries may attract and retain key personnel and to provide a means whereby personnel of the Company and its subsidiaries can acquire and maintain equity interests in the Company and align their interests with those of the Company’s stockholders. Types of awards that may be granted under the Incentive Plan include options, stock appreciation rights, restricted stock and restricted stock units, stock bonus awards and performance compensation awards. The Remuneration Committee of the Board administers the Incentive Plan and determines the terms and conditions of the awards. Awards are evidenced by an award agreement containing the terms and conditions of each award. Under the Incentive Plan (or a Sub-Plan for Non-Employees that was also approved with the Incentive Plan), the Company may grant awards to employees, executives, officers, consults, or advisors of the Company or its subsidiaries.

On July 6, 2023, the shareholders approved an amendment to the Incentive Plan allowing the number of Ordinary Shares reserved under the Incentive Plan to automatically increase each July 1, beginning on July 1, 2023, and ending on July 2, 2032, by 5.0% of the outstanding number of Ordinary Shares on the immediately preceding June 30, or such lesser amount as determined by the Company’s Remuneration Committee.

During the years ended June 30, 2023 and June 30, 2022, the following awards under the Incentive Plan have been granted, and have vested or forfeit:

	Number of RSUs, PSUs and BSAs (thousands)			Weighted average grant date fair value $000
Outstanding at June 30, 2021		460		$	1,186
Granted		706			1,838
Vested		(755	)		(1,877	)
Forfeit		(132	)		(676	)
Outstanding at June 30, 2022		279		$	471
Granted		912			303
Vested		(356	)		(123	)
Forfeit		(178	)		(320	)
Outstanding at June 30, 2023		657		$	331

G. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation

There was no erroneously awarded compensation attributable to accounting restatements during or after the fiscal year ending 30 June 2023.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth information with respect to beneficial ownership of our Ordinary Shares as of August 1, 2023 by each person known to us to beneficially own 5% and more of our Ordinary Shares.

The beneficial ownership of VivoPower’s Ordinary Shares is determined based on 25,788,260 Ordinary Shares issued and outstanding on August 31, 2023. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. 

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Approximate Percentage of Beneficial Ownership
AWN Holdings Limited (1)		10,136,144		39.3	%
Armistice Capital Master Fund Ltd (2)		4,230,779		14.1	%

(1)

According to a Schedule 13D filed January 31, 2017, on behalf of AWN (formerly Arowana International Limited), Arowana Australasian Special Situations Fund 1 Pty Limited (“Arowana Fund Co”), Arowana Australasian VCMP 2, LP (“Arowana Fund GP”), Arowana Australasian Special Situations Partnership 1, LP (“Arowana Fund”), Arowana Energy Holdings Pty Ltd. (“Arowana Energy”), AWN, as the controlling shareholder of each of Arowana Fund Co, Arowana Fund GP, Arowana Fund and Arowana Energy, may be deemed to beneficially own 8,176,804 Ordinary Shares. This amount included 5,718,879 Ordinary Shares held directly by AWN, 488,435 Ordinary Shares directly held by certain entities controlled by AWN, 1,027,203 Ordinary Shares held by Arowana Fund and 942,287 Ordinary Shares held by Arowana Energy. The business address of these entities is c/o AWN Holdings Limited., at Level 11, 153 Walker Street, North Sydney, New South Wales 2060, Australia. On July 21, 2021, AWN was issued a further 1,959,339 restricted Ordinary Shares, pursuant to the contracted terms of conversion of Aevitas convertible preferred shares and convertible notes. As at June 30, 2022, AWN held a 47.5% equity interest in the Company. As at June 30, 2023, AWN held a 39.5% equity interest in the Company, which was reduced to 39.3% following the vesting of Omnibus Incentive Plan related shares in August 2023.

(2)

Consists of 4,230,770 Ordinary Shares issuable upon the exercise of the Series A Warrants subject to certain beneficial ownership limitations held by the selling shareholder. The Ordinary Shares upon exercise would be directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the Ordinary Shares except to the extent of their respective pecuniary interests therein. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

None of the above shareholders have different voting rights from other shareholders as of the date of this Annual Report.

86% of our outstanding ordinary shares were held in the United States by 2 holders of record (the United States record holders include Cede & Co., the nominee of the Depositary Trust Company).

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B. Related Party Transactions

Transactions and Balances with Related Persons

Kevin Chin, Chairman and Chief Executive Officer of VivoPower, is also Chief Executive Officer of AWN. 

As of June 30, 2023, AWN held a 39.5% equity interest in the Company. 

During the period, a number of services were provided to the Company from AWN and its subsidiaries; the extent of the transactions between the two groups is listed below.

On June 30, 2021, the Company agreed to refinance its existing $21.1 million shareholder loan with AWN Holdings Limited (“AWN"), with repayment of principal from January 1, 2023 in sixty monthly instalments of $0.35 million to loan maturity on December 31, 2027. The interest rate and line fee was agreed at 8% and 0.8% respectively, but no interest or line fee settlements are required until after a corporate liquidity event has occurred. In addition, the Company agreed to a refinancing fee of $0.34 million in two tranches on June 30, 2022 and December 31, 2022. Security granted to AWN comprised of the Specific Security Deed and the General Security.

On January 11, 2023, amendments to the loan were agreed with AWN:

(i) to defer repayment of principal to commence on April 1, 2025, with repayments over 60 months to March 31, 2030.

(ii) to defer interest payments from October 1, 2023, becoming due and payable on the earlier of a) completion by VivoPower of a debt or equity raise of at least $25 million, and b) October 1, 2024. 

(iii) to extend the increased interest rate and line fee of 10.00% and 2.00% per annum respectively commenced on October 1, 2021 to the earlier of a) March 31, 2025 or b) the date a minimum prepayment of $1,000,000 is made.

(iv) to extend the initial refinancing fee accruing incrementally at 1.6% per annum from July 1, 2021 and become payable at the earlier of a) $1.0 million prepayment being made or b) April 1, 2025. 

(v) to defer the repayment date of the previous fixed facility extension fee of $0.355 million, becoming payable on April 1, 2025. 

(vi) In addition to previously agreed refinancing fees, an additional $0.855 million fixed refinancing fee will accrue immediately and become payable on April 1, 2025.

On June 30, 2023, further amendments to the loan were agreed with AWN:

(i) to defer interest payments from October 1, 2024 to April 1, 2025, and to replace the conditional requirement to repay accrued interest upon completion by VivoPower of a debt or equity raise of at least $25 million, with the conditional requirement to make repayments of interest and/or principal to meet the mandatory repayment schedule described in sections (ii) and (iii) below following a qualifying liquidity event. 

(ii) upon completion by VivoPower of a qualifying liquidity event of at least $5.0 million, Aevitas O Holdings Pty Limited are required to make mandatory prepayment of principal and interest to AWN in accordance with the following schedule:

a) proceeds $5 million to $7.5 million - pay 25% of amounts raised;

b) proceeds $7.5 million to $12.5 million - pay $1.875 million plus 45% of amounts raised;

c) proceeds $12.5 million and above - pay $4.125 million plus 50% of amounts raised.

(iii) for the purposes of the mandatory prepayment requirement, a ‘qualifying liquidity event’ excludes direct investments into VivoPower’s subsidiary, Tembo, and debt raised in respect of working capital finance facilities, but includes:

a) equity or debt raise;

b) trade sale of underlying subsidiary or business unit (including, for example, Aevitas and Caret); and

c) loan repayment from Tembo to VivoPower.

(iv) as consideration for the concessions agreed with AWN, VivoPower International PLC committed to issue AWN with 500,000 warrants, with a duration of 12 months, at an exercise price of $0.67 per share.

In December 2021, a short term loan of $1.1 million (A$1.5 million) was provided from AWN to Aevitas O Holdings Pty Limited at an interest rate of 10.0%, increasing to 12.5% from January 1, 2022. The loan is set to expire on April 1, 2025 (initially set as April 30, 2022, then extended on June 30, 2022, to October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower International PLC of a debt or equity raise of at least $25 million was dropped on June 30, 2023. Facility extension fees of $29,000 (A$40,000) and $43,500 (A$60,000) are payable upon maturity, relating to the two extensions respectively.

On February 22, 2022, a short term $3.0 million loan was provided from AWN to Aevitas O Holdings Pty Limited, with interest rate of 10.00% per annum payable on the principal sum upon maturity. The loan is set to expire on April 1, 2025 (initially set as May 13, 2022, then extended on June 30, 2022, to October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower of a debt or equity raise of at least $25 million was dropped on June 30, 2023. Facility extension fees of $85,000 and $110,000 are payable upon maturity, relating to the two extensions respectively.

On December 22, 2022, a short term $3.0 million loan was provided from AWN to Aevitas O Holdings Pty Limited, with interest rate of BBSY bid floating rate (on average 3.60% for the period from inception to June 30, 2023) plus fixed margin of 15.0% per annum payable on the principal sum upon maturity. A 1% facility establishment fee of $30,000 was deducted upon initial loan drawdown, and a further 3% exit fee of $90,000 is payable on expiry. The loan is set to expire on April 1, 2025 (initially set as October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower of a debt or equity raise of at least $25 million was agreed on January 11, 2023, then dropped on June 30, 2023. A facility extension fee of $115,000 is payable upon maturity. 

In February and March 2023, further short term loans of A$0.5 million and A$0.25 million were established between AWN and Aevitas O Holdings Pty Limited, drawn down between February and May 2023. The loans have interest rate of BBSY bid floating rate plus fixed margin of 15.0% per annum payable on the principal sum upon maturity, with expiry dates of June 30, 2023. 1% facility establishment fees of total A$7,500 were deducted upon loan drawdowns, and further 3% exit fees of total A$22,500 are payable on expiry. On June 30, 2023, the expiry of the loans was amended to August 31, 2023.

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Michael Hui, non-executive director of VivoPower International PLC, is also an employee and director of AWN. Mr. Hui is paid fees of $50,000 per annum during the year. Mr. Hui elected to receive 100% of his fees in cash. $25,000 remaining accrued and payable as at June 30, 2023. Mr. Hui also receives equity-based remuneration in relation to his involvement in management of Critical Power Services segment, and the hyper-turnaround and hyperscaling program. Of the 17,500 ($13,125) annual retention RSUs granted on April 1, 2020, vesting annually from June 2021 to June 2026, 3,500 RSUs ($2,625) vested in the current year. Of the 52,500 ($39,375) performance RSUs vesting quarterly from September 2020 to June 2023, dependent on meeting quarterly performance goals, 6,314 RSUs ($4,736) vested in the current year. A further 20,000 annual retention RSUs ($5,200) were granted to Mr. Hui on January 11, 2023, vesting annually from December 2023 to December 2025.

From time to time, costs incurred by AWN on behalf of VivoPower are recharged to the Company. During the year ended June 30, 2023 , $1,138,346 was recharged to the Company (year ended June 30, 2022: $343,806, year ended June 30, 2021 : $1,028,096). At June 30, 2023 , the Company has a payable to AWN in respect of recharges of $1,392,303 ( June 30, 2022 : $313,688, June 30, 2021: $4,345 ).

Aevitas is indebted to The Panaga Group Trust, of which Mr. Kevin Chin is a beneficiary and one of the directors of the corporate trustee of such trust, with 4,697 Aevitas Preference Shares, of face value A$46,970. The Panaga Group Trust earned A$3,303 ($2,189) dividends on the Aevitas Preference Shares during the year ended June 30, 2023 . 

Mr. Chin is paid fees of £68,000 ($81,819) per annum as Chairman during the year, payable to Arowana Partners Group Pty Ltd.

As CEO, Mr. Chin is paid £325,000 base fees, £38,000 annual professional development allowance. Of the base salary £325,000, 4 months were paid in cash, whilst for 8 months, Mr. Chin agreed to receive payment in the form of 541,666 cashless warrants in VivoPower shares, exerciseable in the period 3 June 2024 to 3 June 2029 at an exercise price of $0.60. Shares issued following exercising of warrants will remain restricted for 12 months. Mr. Chin has allocated these warrants to a benevolent cause, the ASEAN foundation.

Mr. Chin receives equity-based remuneration in relation to his involvement in leading the hyper-turnaround and hyperscaling program. Of the 87,200 ($65,400) annual retention RSUs granted on April 1, 2020, vesting annually from June 2021 to June 2026, 17,440 RSUs ($13,080) vested in the current year. Of the 261,600 ($196,200) performance RSUs vesting quarterly from September 2020 to June 2023, dependent on meeting quarterly performance goals, 31,456 RSUs ($23,592) vested in the current year. In December 2021, the Remuneration Committee approved an equity award of RSUs in relation to short term incentives for the year ended June 30, 2022, vesting in June 2023 deferred from June 2022. The award vested 94,291 RSUs ($275,330), based on Mr. Chin's base salary £325,000 x 1.3237 exchange rate x 64% performance measurement / $2.92 VWAP share price. A further 20,000 annual retention RSUs ($5,200) were granted to Mr. Chin on January 11, 2023, vesting annually from December 2023 to December 2025.

On November 26, 2021, APG provided a loan of $0.37 million to Caret, to provide working capital assistance. The loan incurred interest during the year of $22,895 at 8% plus a 2% facility fee, plus a one-off establishment fee of $7,400. The loan plus interest were repaid in August 2022.

VivoPower Policy on Conflicts of Interest

VivoPower’s Code of Business Conduct and Ethics requires that situations that could be reasonably expected to give rise to a conflict of interest be fully disclosed to the Company’s Compliance Officer, and provides that conflicts of interest may only be waived by the Board or an appropriate committee of the Board. Under the Code of Business Conduct and Ethics, a conflict of interest is deemed to occur when an employee’s private interest interferes, or appears to interfere, with the interests of the Company as a whole, and in general the Code of Business Conduct and Ethics provides that, subject to certain exceptions in the Code, the following should be considered conflicts of interest: (i) no employee may be employed or engaged by a business that competes with the Company or deprives it of any business; (ii) no employee should use corporate property, information or his or her position with the Company to secure a business opportunity that would otherwise be available to the Company; (iii) no employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier, financing partner or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions; (iv) no employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business or entity if such interest adversely affects the employee’s performance of duties or responsibilities to the Company, or requires the employee to devote time to it during such employee’s working hours at the Company except that with the prior approval of the Board, an employee may hold up to 5% ownership interest in a publicly traded company that is in competition with the Company; provided that if the employee’s ownership interest in such publicly traded company increases to more than 5%, the employee must immediately report such ownership to the Compliance Officer; no employee may hold any ownership interest in a privately held company that is in competition with the Company except with the prior approval of the board; and no employee may hold any ownership interest in a company that has a business relationship with the Company if such employee’s duties at the Company include managing or supervising the Company’s business relations with that company.

The Company’s Audit and Risk Committee, pursuant to its written charter, is responsible for maintaining oversight of conflict of interest transactions to help to ensure that they are appropriately disclosed and make recommendations to the Board regarding authorization. The Audit and Risk Committee considers all relevant factors when determining whether to approve a conflict of interest transaction, including whether the conflict of interest transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. The Company requires each of its directors and executive officers to complete an annual directors’ and officers’ questionnaire that elicits information about conflict of interest transactions.

These procedures are intended to determine whether any such conflict of interest impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

The Company also complies with English law provisions in relation to directors’ conflicts contained in the Companies Act 2006 and specific provisions contained in the Company’s articles of association. The Companies Act 2006 permits directors of U.K. public limited companies to have conflicts of interests provided that their articles of association permit directors to authorize a conflict and the directors do authorize any such conflict in accordance with such provision.

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C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See “Item 18—Financial Statements” and the financial statements referred to therein.

Legal Proceedings

As described above, on February 26, 2018, the Company’s former Chief Executive Officer, Phillip Comberg, filed a legal claim alleging the Company committed a repudiatory breach of his service agreement in connection with the termination of his employment on October 4, 2017. On April 9, 2018, the Company filed a defense and counterclaim, denying that a repudiatory breach was committed by the Company and denying the other claims asserted by Mr. Comberg, claiming that Mr. Comberg was terminated for cause. On November 26, 2018, the Company agreed to a settlement of the counterclaims against Mr. Comberg for an undisclosed amount. After aborted attempts at settlement, the matter was heard in the U.K. High Court, with judgement ruled in September 2020. The Company was successful in defending the majority of the claims, with a total of £0.62 million ($0.90 million) of the claims being settled in favor of Mr. Comberg. However final costs and interest awarded to him were $1.76 million. Of the remaining provision as at June 30, 2021 of $0.5 million for unpaid costs, $0.4 million was spent in the year ended June 30, 2022, resulting in a $0.1 million release of the remaining unutilized provision.

Additionally, on May 31, 2022 the William Q. Richards Estate (the “Plaintiff” or the “Estate”) filed a complaint against VivoPower USA LLC, Caret, LLC (“Caret”), formerly Innovative Solar Ventures I, LLC (“ISV”), and related entities (the "VivoPower Defendants") alleging the VivoPower Defendants improperly included land owned by the Estate in the reinvestment zone of the tax abatement agreements executed on March 14, 2022 between Cottle County, Texas and the Company’s subsidiaries Innovative Solar 144, LLC and Innovative Solar 145, LLC. The complaint sought to nullify and/or declare the tax abatement agreements void. The Estate filed an amended complaint on August 18, 2022, further detailing their claims and requesting unspecified damages. On September 16, 2022, the VivoPower Defendants filed a motion to dismiss Plaintiff’s Amended Complaint, which the Court subsequently granted on January 23, 2023, stating that the Plaintiff had failed “to establish that the amount in controversy had been met.” On February 20, 2023, the Estate filed a second amended complaint to argue that the amount in controversy was met. Regina, widow of the late William Q. Richards, was added as a plaintiff in the second amended complaint. On March 6, 2023, the VivoPower Defendants filed a new motion to dismiss the Plaintiffs’ second amended complaint. On May 5, 2023, the Plaintiffs filed an instant opposition to the VivoPower Defendants’ motions to dismiss. On May 19, 2023, the VivoPower Defendants submitted a reply supporting their motion to dismiss requesting the dismissal of the Plaintiffs' claim. The Company does not expect the Plaintiff to be successful in its complaint. Accordingly no provision has been recorded as at June 30, 2023 in relation to this matter.

Dividend Policy

We have never declared or paid any dividends on our Ordinary Shares, and we currently do not plan to declare dividends on our Ordinary Shares in the foreseeable future. Any determination to pay dividends to holders of our Ordinary Shares will be at the discretion of our Board and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our debt arrangements and other factors that our Board deem relevant.

B. Significant Changes

Except as disclosed elsewhere in this Annual Report, there have been no significant changes since June 30, 2023.

ITEM 9. THE OFFER AND LISTING

A. Offering and Listing Details

The principal host market for the Ordinary Shares of VivoPower is The Nasdaq Capital Market and the shares are traded under the symbol “VVPR.”

B. Plan of Distribution

Not applicable.

C. Markets

Since December 29, 2016, our Ordinary Shares have been listed on The Nasdaq Capital Market under the symbol “VVPR.”

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

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ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

We incorporate by reference into this Annual Report the description of our memorandum and articles of association set forth under “Description of VivoPower Securities – Key Provisions of our Articles of Association” in our registration statement on Form F-4 (File No. 333-213297) filed with the SEC on November 21, 2016.

C. Material Contracts

See “Item 4.B. Business Overview,” “Item 5.B. Liquidity and Capital Resources”, “Item 6. Directors, Senior Management and Employees” and “Item 7.B. Related Party Transactions.”

The following material contracts, which were outside of the ordinary course of business, were entered into during the year ended June 30, 2023 (including the exhibits thereto):

● Equity Distribution Agreement Amendment for the issue and sale through A.G.P/Alliance Global Partners of Ordinary Share having an aggregate offering price of up to $1,055,361;

● A definitive agreement with a single U.S. institutional investor for the purchase and sale of 4,230,770 ordinary shares of the Company (or ordinary share equivalents in lieu thereof) at an offering price of $1.30 per share and, in a concurrent private placement, unregistered warrants to purchase up to 4,230,770 of the Company’s ordinary shares. The warrants will have an exercise price of $1.30 per ordinary share, will be exercisable on the six-month anniversary of the issuance date and will expire five years from initial exercise date;

● A strategic direct equity investment into its wholly owned subsidiary, Tembo e-LV B.V. (“Tembo”) at a pre-money valuation of $120 million comprising an initial investment commitment of $2.5 million and the option to increase its cumulative investment in subsequent closings, up to US$10 million.

D. Exchange Controls

Other than applicable taxation, anti-money laundering and counter-terrorist financing law and regulation and certain economic sanctions which may be in force from time to time, there are no English laws or regulation, or any provision of our articles of association, which would prevent the import or export of capital or the remittance of dividends, interest or other payments by us to holders of our Ordinary Shares who are not residents of the U.K. on a general basis.

E. Taxation

U.K. Tax Considerations

The following statements are a general guide to certain aspects of current U.K. tax law and the current published practice of HM Revenue and Customs, both of which are subject to change, possibly with retrospective effect.

The following statements are intended to apply to holders of Ordinary Shares who are only resident for tax purposes in the U.K., who hold the Ordinary Shares as investments and who are the beneficial owners of the Ordinary Shares. The statements may not apply to certain classes of holders of Ordinary Shares, such as dealers in securities and persons acquiring Ordinary Shares in connection with their employment. Prospective investors in Ordinary Shares who are in any doubt as to their tax position regarding the acquisition, ownership and disposition of the Ordinary Shares should consult their own tax advisers.

Dividends

Withholding tax

We will not be required to deduct or withhold U.K. tax at source from dividend payments we make.

Individuals

U.K. resident and domiciled holders do not have to pay tax on the first £2,000 of dividend income received in the 2022/2023 U.K. tax year (the “dividend allowance”). However, tax will be levied on any dividends received over the dividend allowance at 8.75% on dividend income within the basic rate band, 33.75% on dividend income within the higher rate band and 39.35% on dividend income within the additional rate band.

Corporate shareholders within the charge to U.K. corporation tax

Holders of Ordinary Shares within the charge to U.K. corporation tax which are “small companies” for the purposes of Chapter 2 of Part 9A of the Corporation Tax Act 2009 (for the purposes of U.K. taxation of dividends) will not be subject to U.K. corporation tax on any dividend received from us provided certain conditions are met (including an anti-avoidance condition).

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Other holders within the charge to U.K. corporation tax will not normally be subject to tax on dividends from us, provided that one of a number of possible exemptions applies.

If the conditions for exemption are not met or cease to be satisfied, or such a holder elects for an otherwise exempt dividend to be taxable, the holder will be subject to U.K. corporation tax on dividends received from us, at the rate of corporation tax applicable to that holder.

Capital gains

Individuals

For individual holders who are resident in the U.K. and individual holders who are temporarily non-resident and subsequently resume residence in the U.K. within a certain time, the principal factors that will determine the U.K. capital gains tax position on a disposal or deemed disposal of Ordinary Shares are the extent to which the holder realizes any other capital gains in the U.K. tax year in which the disposal is made, the extent to which the holder has incurred capital losses in that or earlier U.K. tax years, and the level of the annual allowance of tax-free gains in that U.K. tax year (the “annual exemption”). The annual exemption for the 2022/2023 U.K. tax year is £12,300.

Subject to any annual exemption or relief, an individual holder will be subject to gains above the annual exemption amount at a rate of 10% or 20% depending on the total amount of the individual’s taxable income.

Companies

A disposal or deemed disposal of Ordinary Shares by a holder within the charge to U.K. corporation tax may give rise to a chargeable gain or allowable loss for the purposes of U.K. corporation tax, depending on the circumstances and subject to any available exemptions or reliefs. Corporation tax is charged on chargeable gains at the rate applicable to that company. Holders within the charge to U.K. corporation tax will, for the purposes of computing chargeable gains, be allowed to claim an indexation allowance which applies to reduce capital gains (but not to create or increase an allowable loss) to the extent that such gains arise due to inflation although the allowance has now been frozen and is calculated only on movements in inflation up to December 31, 2017.

Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

The statements in this section entitled “Stamp Duty and Stamp Duty Reserve Tax (“SDRT”) are intended as a general guide to the current United Kingdom stamp duty and SDRT position. The discussion below relates to holders wherever resident, but investors should note that certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.

General

Except in relation to depositary receipt systems and clearance services (to which the special rules outlined below apply):

● No stamp duty or SDRT will arise on the issue of our shares;

● An agreement to transfer our shares will normally give rise to a charge to SDRT at the rate of 0.5% of the amount or value of the consideration payable for the transfer. SDRT is, in general, payable by the purchaser;

● Instruments transferring our shares will generally be subject to stamp duty at the rate of 0.5% of the consideration given for the transfer (rounded up to the next £5). The purchaser normally pays the stamp duty; and,

● If a duly stamped transfer completing an agreement to transfer is produced within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which the agreement becomes unconditional), any SDRT already paid is generally repayable, normally with interest, and any SDRT charge yet to be paid is cancelled.

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Depositary Receipt Systems and Clearance Services

U.K. domestic law provides that where our Ordinary Shares are issued or transferred to a depositary receipt system or clearance service (or their nominees or agents) SDRT (in the case of an issue of shares) and stamp duty or SDRT (in the case of a transfer of shares) may be payable, broadly at the higher rate of 1.5% of the amount or value of the consideration given (or, in certain circumstances, the value of the shares) (rounded up to the nearest £5 in the case of stamp duty). Generally, transfers within such depositary receipt system or clearance service are thereafter not subject to stamp duty or SDRT, provided that (in the case of a clearance service) no election under section 97A of the Finance Act 1986 has been made (as to which, see further below).

However, following the European Court of Justice decision in C-569/07 HSBC Holdings PLC, Vidacos Nominees Limited v. The Commissioners of Her Majesty’s Revenue & Customs and the First-tier Tax Tribunal decision in HSBC Holdings Plc and The Bank of New York Mellon Corporation v. The Commissioners of Her Majesty’s Revenue & Customs (“HMRC”), HMRC has confirmed that a charge to 1.5% SDRT is no longer payable when new shares are issued to a depositary receipt system or clearance service (such as, in our understanding, The Depository Trust Company (“DTC”).

HMRC remains of the view that where our shares are transferred (a) to, or to a nominee or an agent for, a person whose business is or includes the provision of clearance services or (b) to, or to a nominee or an agent for, a person whose business is or includes issuing depositary receipts, stamp duty or SDRT will generally be payable at the higher rate of 1.5% of the amount or value of the consideration given or, in certain circumstances, the value of our shares.

There is an exception from the 1.5% charge on the transfer to, or to a nominee or agent for, a clearance service where the clearance service has made and maintained an election under section 97A(1) of the Finance Act 1986 which has been approved by HMRC. In these circumstances, SDRT at the rate of 0.5% of the amount or value of the consideration payable for the transfer will arise on any transfer of our shares into such a clearance service and on subsequent agreements to transfer such shares within such clearance service. It is our understanding that DTC has not made an election under section 97A(1) of the Finance Act of 1986, and that therefore transfers or agreements to transfer shares held in book entry (i.e., electronic) form within the facilities of DTC should not be subject to U.K. stamp duty or SDRT.

Any liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary receipt system, or in respect of a transfer within such a service, which does arise will strictly be accountable by the clearance service or depositary receipt system operator or their nominee, as the case may be, but will, in practice, be payable by the participants in the clearance service or depositary receipt system.

Certain Material U.S. Federal Income Tax Considerations

The following is a summary of certain material U.S. federal income tax considerations relating to the acquisition, ownership, and disposition of our Ordinary Shares by a U.S. holder (as defined below). This summary addresses only the U.S. federal income tax considerations for U.S. holders that hold such Ordinary Shares as capital assets. This summary does not address all U.S. federal income tax matters that may be relevant to a particular U.S. holder. This summary does not address tax considerations applicable to a holder of Ordinary Shares that may be subject to special tax rules including, without limitation, the following:

● banks, financial institutions or insurance companies;

● brokers, dealers or traders in securities, currencies, commodities, or notional principal contracts;

● tax-exempt entities or organizations, including an “individual retirement account” or “Roth IRA” as defined in Section 408 or 408A of the Code (as defined below), respectively;

● real estate investment trusts, regulated investment companies or grantor trusts;

● persons that hold the Ordinary Shares as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes;

● partnerships (including entities classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or persons that will hold our shares through such an entity;

● S corporations;

● certain former citizens or long-term residents of the United States;

● persons that received our shares as compensation for the performance of services;

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● holders that own directly, indirectly, or through attribution 10% or more of the voting power or value of our shares; and

● holders that have a “functional currency” other than the U.S. dollar.

Further, this summary does not address the U.S. federal estate, gift, or alternative minimum tax considerations, or any U.S. state, local, or non-U.S. tax considerations of the acquisition, ownership, and disposition of our Ordinary Shares. 

This description is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, existing, proposed and temporary U.S. Treasury Regulations promulgated thereunder and administrative and judicial interpretations thereof; and the income tax treaty between the U.S. and the U.K., in each case as in effect and available on the date hereof. All the foregoing is subject to change, which change could apply retroactively, and to differing interpretations, all of which could affect the tax considerations described below. There can be no assurances that the U.S. Internal Revenue Service, or the IRS, will not take a contrary or different position concerning the tax consequences of the acquisition, ownership, and disposition of our Ordinary Shares or that such a position would not be sustained.

For the purposes of this summary, a “U.S. holder” is a beneficial owner of Ordinary Shares that is (or is treated as), for U.S. federal income tax purposes:

● an individual who is a citizen or resident of the United States;

● a corporation, or other entity that is treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

● an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or,

● a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of such trust or has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person.

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds Ordinary Shares, the U.S. federal income tax consequences relating to an investment in our Ordinary Shares will depend in part upon the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor regarding the U.S. federal income tax considerations of acquiring, owning and disposing of our Ordinary Shares in its particular circumstances.

As indicated below, this discussion is subject to U.S. federal income tax rules applicable to a “passive foreign investment company,” or a PFIC.

The following summary is of a general nature only and is not a substitute for careful tax planning and advice. Persons considering an investment in our Ordinary Shares should consult their own tax advisors as to the particular tax consequences applicable to them relating to the acquisition, ownership and disposition of our Ordinary Shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

Distributions. Subject to the discussion under “Passive Foreign Investment Company Considerations,” below, the gross amount of any distribution actually or constructively received by a U.S. holder with respect to Ordinary Shares will be taxable to the U.S. holder as a dividend to the extent of the U.S. holder’s pro rata share of our current and accumulated earnings and profits as determined under U.S. federal income tax principles. Distributions in excess of earnings and profits will be non-taxable to the U.S. holder to the extent of, and will be applied against and reduce, the U.S. holder’s adjusted tax basis in the Ordinary Shares. Distributions in excess of earnings and profits and such adjusted tax basis will generally be taxable to the U.S. holder as either long-term or short-term capital gain depending upon whether the U.S. holder has held our Ordinary Shares for more than one year as of the time such distribution is received. However, since we do not calculate our earnings and profits under U.S. federal income tax principles, it is expected that any distribution will be reported as a dividend, even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. With respect to non-corporate U.S. holders, dividends generally will be taxed at the lower applicable long-term capital gains rate if our Ordinary Shares are readily tradable on an established securities market in the U.S. or we are eligible for benefits of the income tax treaty between the U.S. and the U.K. and certain other requirements are met. In addition, if we are classified as a PFIC in a taxable year in which a dividend is paid or the prior year, this lower tax rate will not be available. U.S. holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to our Ordinary Shares.

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In general, the amount of a distribution paid to a U.S. holder in a foreign currency will be the dollar value of the foreign currency calculated by reference to the spot exchange rate on the day the U.S. holder receives the distribution, regardless of whether the foreign currency is converted into U.S. dollars at that time. Any foreign currency gain or loss a U.S. holder realizes on a subsequent conversion of foreign currency into U.S. dollars will be U.S. source ordinary income or loss. If dividends received in a foreign currency are converted into U.S. dollars on the day they are received, a U.S. holder should not be required to recognize foreign currency gain or loss in respect of the dividend. 

Sale, Exchange or Other Taxable Disposition of Our Ordinary Shares. Subject to the discussion below under “Passive Foreign Investment Company Considerations,” a U.S. holder will generally recognize gain or loss for U.S. federal income tax purposes upon the sale, exchange or other taxable disposition of Ordinary Shares in an amount equal to the difference between the U.S. dollar value of the amount realized from such sale or exchange and the U.S. holder’s tax basis for those Ordinary Shares. Subject to the discussion under “Passive Foreign Investment Company Considerations” below, this gain or loss will generally be a capital gain or loss and will generally be treated as from sources within the United States. The adjusted tax basis in an ordinary share generally will be equal to the cost of such ordinary share. Capital gain from the sale, exchange or other taxable disposition of Ordinary Shares of a non-corporate U.S. holder is generally eligible for a preferential rate of taxation applicable to capital gains, if the non-corporate U.S. holder’s holding period determined at the time of such sale, exchange or other taxable disposition for such Ordinary Shares exceeds one year (i.e., such gain is long-term taxable gain). The deductibility of capital losses for U.S. federal income tax purposes is subject to limitations under the Code. Any such gain or loss that a U.S. holder recognizes generally will be treated as U.S. source income or loss for foreign tax credit limitation purposes.

Medicare Tax. Certain U.S. holders that are individuals, estates or trusts are subject to a 3.8% tax on all or a portion of their “net investment income,” which may include all or a portion of their dividend income and net gains from the disposition of Ordinary Shares. Each U.S. holder that is an individual, estate or trust is urged to consult its tax advisors regarding the applicability of the Medicare tax to its income and gains in respect of its investment in our Ordinary Shares.

Passive Foreign Investment Company Considerations. If we are classified as a passive foreign investment company, or PFIC, in any taxable year, a U.S. holder would be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of U.S. federal income tax that a U.S. holder could derive from investing in a non-U.S. company that does not distribute all of its earnings on a current basis.

A corporation organized outside the United States generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules with respect to the income and assets of its subsidiaries, either: (i) at least 75% of its gross income is “passive income” or (ii) at least 50% of the average quarterly value of its total gross assets (which, assuming we are not a Controlled Foreign Company (“CFC”) for the year being tested, would be measured by fair market value of the assets, and for which purpose the total value of our assets may be determined in part by the market value of our Ordinary Shares, which is subject to change) is attributable to assets that produce “passive income” or are held for the production of “passive income.”

Passive income for this purpose generally includes dividends, interest, royalties, rents, gains from commodities and securities transactions and the excess of gains over losses from the disposition of assets which produce passive income, and also includes amounts derived by reason of the temporary investment of funds raised in offerings of our Ordinary Shares. If a non-U.S. corporation owns directly or indirectly at least 25% by value of the stock of another corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income for the purposes of the PFIC tests. If we are classified as a PFIC in any year with respect to which a U.S. holder owns our Ordinary Shares, we will continue to be treated as a PFIC with respect to such U.S. holder in all succeeding years during which the U.S. holder owns our Ordinary Shares, regardless of whether we continue to meet the tests described above, unless (i) we cease to be a PFIC and (ii) the U.S. holder makes a “deemed sale” election under PFIC rules.

We believe that we were not a PFIC during our 2023 taxable year and do not expect to be a PFIC during our 2024 taxable year. Our status for any taxable year will depend on the composition of our income and the projected composition and estimated fair market values of our assets and activities in each year, and because this is a factual determination made annually after the end of each taxable year, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable year. The market value of our assets may be determined in large part by reference to the market price of our Ordinary Shares, which is likely to fluctuate. Further, even if we determine that we are not a PFIC after the close of our taxable year, there can be no assurances that the IRS will agree with our conclusion.

If we are a PFIC, for any taxable year, then unless a U.S. holder makes one of the elections described below, a special tax regime will apply to both (a) any “excess distribution” by us to such U.S. holder (generally, the U.S. holder’s rateable portion of distributions in any year which are greater than 125% of the average annual distribution received by the U.S. holder in the shorter of the three preceding years or the U.S. holder’s holding period for our Ordinary Shares) and (b) any gain realized on the sale or other disposition of the Ordinary Shares. Under this regime, any excess distribution and realized gain will be treated as ordinary income and will be subject to tax as if (a) the excess distribution or gain had been realized rateably over the U.S. holder’s holding period, (b) the amount deemed realized in each year had been subject to tax in each year of that holding period at the highest marginal rate for such year (other than income allocated to the current period or any taxable period before we became a PFIC, which would be subject to tax at the U.S. holder’s regular ordinary income rate for the current year and would not be subject to the interest charge discussed below), and (c) the interest charge generally applicable to underpayments of tax had been imposed on the taxes deemed to have been payable in those years. In addition, dividend distributions made to the U.S. holder will not qualify for the lower rates of taxation applicable to long-term capital gains discussed above under “Distributions.”

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Certain elections exist that may alleviate some of the adverse consequences of PFIC status and would result in an alternative treatment (such as mark-to-market treatment) of our Ordinary Shares. If a U.S. holder makes the mark-to-market election, the U.S. holder generally will recognize as ordinary income any excess of the fair market value of the Ordinary Shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the Ordinary Shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. holder makes the election, the U.S. holder’s tax basis in the Ordinary Shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). The mark-to-market election is available only if we are a PFIC and our Ordinary Shares are “regularly traded” on a “qualified exchange.” Our Ordinary Shares will be treated as “regularly traded” in any calendar year in which more than a de minimis quantity of the Ordinary Shares are traded on a qualified exchange on at least 15 days during each calendar quarter (subject to the rule that trades that have as one of their principal purposes the meeting of the trading requirement are disregarded). The Nasdaq Capital Market is a qualified exchange for this purpose and, consequently, if the Ordinary Shares are regularly traded, the mark-to-market election will be available to a U.S. holder.

If we are a PFIC for any year during which a U.S. holder holds our Ordinary Shares, we must generally continue to be treated as a PFIC by that U.S. holder for all succeeding years during which the U.S. holder holds our Ordinary Shares, unless we cease to meet the requirements for PFIC status and the U.S. holder makes a “deemed sale” election with respect to our Ordinary Shares. If such election is made, the U.S. holder will be deemed to have sold our Ordinary Shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain from such deemed sale would be subject to the consequences applicable to sales of PFIC shares described above. After the deemed sale election, the U.S. holder’s Ordinary Shares with respect to which the deemed sale election was made will not be treated as shares in a PFIC unless we subsequently become a PFIC.

The tax consequences that would apply if we were a PFIC would also be different from those described above if a U.S. holder were able to make a valid “qualified electing fund,” or QEF, election. However, we do not currently intend to provide the information necessary for U.S. holders to make a QEF election if we were treated as a PFIC for any taxable year and prospective investors should assume that a QEF election will not be available. U.S. holders should consult their tax advisors to determine whether any of these elections would be available and if so, what the consequences of the alternative treatments would be in their particular circumstances.

If we are determined to be a PFIC, the general tax treatment for U.S. holders described in this section would apply to indirect distributions and gains deemed to be realized by U.S. holders in respect of any of our subsidiaries that also may be determined to be PFICs.

If a U.S. holder owns Ordinary Shares during any taxable year in which we are a PFIC and the U.S. holder recognizes gain on a disposition of our Ordinary Shares, receives distributions with respect to our Ordinary Shares, or has made a mark-to-market election with respect to our Ordinary Shares the U.S. holder generally will be required to file an IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with respect to the company, generally with the U.S. holder’s federal income tax return for that year. In addition, in general, a U.S. person who is shareholder of a PFIC is required to file an IRS Form 8621 annually to report information regarding such person’s PFIC shares if on the last day of the shareholder’s taxable year the aggregate value of all stock owned directly or indirectly by the shareholder exceeds $25,000 ($50,000 for joint filers), or for stock owned indirectly through another PFIC exceeds $5,000. If a U.S. person holds an interest in a domestic partnership (or a domestic entity or arrangement treated as a partnership for U.S. federal income tax purposes) or an S corporation that owns interest in a PFIC, as long as the partnership or S corporation itself has filed the form and has made a qualified electing fund or mark-to-market election, the members of the partnership aren’t required to file the IRS Form 8621. If our company were a PFIC for a given taxable year, then U.S. holders should consult their tax advisor concerning their annual filing requirements.

The U.S. federal income tax rules relating to PFICs are complex. Prospective U.S. holders are urged to consult their own tax advisers with respect to the acquisition, ownership and disposition of our Ordinary Shares, the consequences to them of an investment in a PFIC, any elections available with respect to our Ordinary Shares and the IRS information reporting obligations with respect to the acquisition, ownership and disposition of our ordinary share.

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Backup Withholding and Information Reporting. U.S. holders generally will be subject to information reporting requirements with respect to dividends on Ordinary Shares and on the proceeds from the sale, exchange or disposition of Ordinary Shares that are paid within the United States or through U.S.-related financial intermediaries, unless the U.S. holder is an “exempt recipient.” In addition, U.S. holders may be subject to backup withholding on such payments, unless the U.S. holder provides a correct taxpayer identification number and a duly executed IRS Form W-9 or otherwise establishes an exemption. Backup withholding is not an additional tax, and the amount of any backup withholding will be allowed as a credit against a U.S. holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Certain Reporting Requirements with Respect to Payments of Offer Price. U.S. holders paying more than $100,000 for our Ordinary Shares generally may be required to file IRS Form 926 reporting the payment of the offer price for our Ordinary Shares to us. Substantial penalties may be imposed upon a U.S. holder that fails to comply. Each U.S. holder should consult its own tax advisor as to the possible obligation to file IRS Form 926.

Foreign Asset Reporting. Certain U.S. holders who are individuals and certain entities controlled by individuals may be required to report information relating to an interest in our Ordinary Shares, subject to certain exceptions (including an exception for shares held in accounts maintained by U.S. financial institutions) by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their U.S. federal income tax return. An asset with respect to which an IRS Form 8621 has been filed does not have to be reported on IRS Form 8938, however, U.S. holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their acquisition, ownership and disposition of our Ordinary Shares.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PROSPECTIVE INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN ORDINARY SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.

F. Dividends and Paying Agents

Not applicable.

G. Statements by Experts

Not applicable.

H. Documents on Display

Any statement in this Annual Report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to the Annual Report, the contract or document is deemed to modify the description contained in this Annual Report. You must review the exhibits themselves for a complete description of the contract or document.

We are subject to the reporting requirements of foreign private issuers under the Exchange Act. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the form and content of proxy statements and our officers, directors and principal shareholders are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Pursuant to the Exchange Act, we file reports with the SEC, including this Annual Report. We also submit reports to the SEC, including Form 6-K Reports of Foreign Private Issuers. You may read and copy such reports at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room. Such reports are also available to the public on the SEC’s website at www.sec.gov. Some of this information may also be found on our website at www.vivopower.com.

You may request copies of our reports, at no cost, by writing, emailing, or telephoning us as follows:

VivoPower International PLC

Attention: Philip Wray

The Scalpel, 18^th Floor, 52 Lime Street

London EC3M 7AF

United Kingdom

Email: shareholders@vivopower.com

Telephone: +44-203-667-5158

I. Subsidiary Information

Not applicable.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency rates, although we also have some exposure due to potential changes in inflation or interest rates. We do not hold financial instruments for trading purposes.

Foreign Exchange Risk

The Group operates internationally and is exposed to foreign exchange risk on sales and purchases that are denominated in currencies other than the respective functional currencies of the Group entities to which they relate, primarily between USD, AUD, EUR and GBP.

The Group’s investments in overseas subsidiaries are not hedged as those currency positions are either USD denominated and/or considered to be long-term in nature.

The Group is exposed to foreign exchange risk on the following balances at June 30, 2023:

● Cash and cash equivalents of $0.54 million denominated in AUD, $0.02 million denominated in EUR and ($0.03) million denominated in GBP.

● Restricted cash of $0.6 million denominated in AUD.

● Trade and other receivables of $4.0 million denominated in AUD, $1.0 million denominated in EUR and $2.6 million in GBP.

● Trade and other payables of $5.0 million denominated in AUD, $2.0 million in EUR and $2.7 million in GBP.

● Borrowings of $2.9 million denominated in AUD and $0.9 million in EUR.

● Provisions of $0.7 million denominated in AUD and $1.2m in GBP.

Of the total shareholder loans of $28.6 million, $27.1 million is denominated in USD and $1.5 million is denominated in AUD.

We have not entered into any hedging transactions to reduce the foreign exchange rate fluctuation risks but may do so in the future when we deem it appropriate in light of the significance of such risks. However, if we decide to hedge our foreign exchange exposure in the future, we cannot assure you that we will be able to reduce our foreign currency risk exposure in an effective manner, at reasonable costs, or at all. See “Item 3. Key Information—D. Risk Factors—Risks related to our business and operations — We are exposed to foreign currency exchange risks because certain of our operations are located in foreign countries”.

Our financial statements are expressed in U.S. dollars, while some of our subsidiaries use different functional currencies, such as the Australian dollar, British pound sterling and Euro. The value of your investment in our common shares will be affected by the foreign exchange rate between the U.S. dollar and other currencies used by our subsidiaries. To the extent we hold assets denominated in currencies other than U.S. dollars, any appreciation of such currencies against the U.S. dollar will likely result in an exchange gain while any depreciation will likely result in an exchange loss when we convert the value of these assets into U.S. dollar equivalent amounts. On the other hand, to the extent we have liabilities denominated in currencies other than U.S. dollars, any appreciation of such currencies against the U.S. dollar will likely result in an exchange loss while any depreciation will likely result in an exchange gain when we convert the value of these liabilities into U.S. dollar equivalent amounts. These and other effects on our financial condition resulting from the unfavorable changes in foreign currency exchange rates could have a material adverse effect on the market price of our common shares, the dividends we may pay in the future, and your investment.

Interest Rate Risk

As a result of the related party loan agreement, the Group is exposed to interest rate volatility. However, the interest rate is fixed for the medium term, therefore, the risk is largely mitigated for the near future. The Group will continue to monitor the movements in the wider global economy.

Credit Risk

Our credit risk primarily relates to our trade and other receivables, restricted cash, bank balances and amounts due from related parties. We generally grant credit only to clients and related parties with good credit ratings and also closely monitor overdue debts. In this regard, we consider that the credit risk arising from our balances with counterparties is significantly reduced.

In order to minimize credit risk, we have a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, we review the recoverable amount of each individual debtor at the end of each reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. We will negotiate with the counterparties of the debts for settlement plans or changes in credit terms, should the need arise. In this regard, we consider that our credit risk is significantly reduced.

Liquidity Risk

Our liquidity risk management framework is intended to ensure that we maintain sufficient funds to meet our obligations as they become due, and as part of our framework we continuously monitor our liquidity and cash resources and seek to maintain sufficient cash using cash flows generated by our business activities, debt arrangements and other resources. We continuously review forecasted cash flows to ensure our businesses have sufficient cash resources and liquidity to meet their obligations.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.

Our Chief Executive Officer and Group Finance Director, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) as of June 30, 2023, has concluded that, as of such date, our disclosure controls and procedures were effective and ensured that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Group Finance Director, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. 

(b) Management’s annual report on internal control over financial reporting.

The Company’s management, including the Company’s Chief Executive Officer and Group Finance Director, are responsible for establishing and maintaining adequate internal control over the Company’s financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS as issued by the IASB. The Company’s internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and disposition of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and, provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Group Finance Director, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission as of the end of the period covered by this Annual Report on Form 20-F. Based on that assessment, our management has concluded that as of June 30, 2023, our internal control over financial reporting was effective.

Because of their inherent limitations, internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(c) Attestation report of the registered public accounting firm.

Not applicable.

(d) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the period covered by this Annual Report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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ITEM 16. [Reserved]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

See “Item 6. Directors, Senior Management and Employees – C. Board Practices - Audit and Risk Committee.” The Audit and Risk Committee is comprised of William Langdon (who is Chair of the Audit and Risk Committee), Gemma Godfrey and Peter Jeavons. All members have been determined by the Board to be independent under the applicable Nasdaq listing standards. Peter Jeavons and William Langdon joined the committee on June 16, 2020. Gemma Godfrey joined the committee on July 1, 2021.

The Board has determined that William Langdon satisfies Nasdaq’s definition of financial sophistication and also qualified as an “audit committee financial expert” as defined under rules and regulations of the SEC.

ITEM 16B. CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, executive officers and directors. The Code of Business Conduct and Ethics is available on our website at www.vivopower.com. Our Board is responsible for overseeing the Code of Business Conduct and Ethics and approving any waivers of the Code of Business Conduct and Ethics for employees, executive officers and directors. We expect that any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, will be disclosed on our website.

VivoPower became certified as a B Corporation in April 2018. VivoPower recertified as a B Corporation in 2022 and was recognized in the Best For The World program as being in the top 5% amongst B Corporations for Governance. Consistent with this certification, the shareholders approved changes to the Articles of Association of the Company at the annual general meeting on August 20, 2018, to include:

(i) the purposes of the Company are to promote the success of the Company for the benefit of its members as a whole and, through its business and operations, to have a material positive impact on society and the environment, taken as a whole;

(ii) in exercising the powers of the Company, a Director shall have regard to, among other matters, stakeholder interests such as:

a. the likely consequences of any decision in the long term;

b. the interests of the Company's employees;

c. the need to foster the Company's business relationships with suppliers, customers and others;

d. the impact of the Company's operations on the community and the environment;

e. the desirability of the Company maintaining a reputation for high standards of business conduct; and,

f. the need to act fairly as between members of the Company.

As a B Corp, the Company is committed to continuously improve its B Corporation score and deliver on the B Corporation triple bottom line of Planet, People and Profit.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed or incurred by PKF Littlejohn LLP for audit, audit-related, tax and all other services rendered for the years ended June 30, 2023 and June 30, 2022.

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Audit fees	$	218	$	193	$	184
Audit-related fees		28		18		4
Tax fees		8		14		32
Total	$	254	$	225	$	220

65

Audit Fees

PKF Littlejohn LLP were re-appointed auditors for the year ended June 30, 2023. The audit fees of $218,000 represent the fees of PKF Littlejohn LLP and related firms for audit of June 30, 2023 financial statements.

The audit fees of $193,000 represent the fees of PKF Littlejohn LLP and related firms for audit of the June 30, 2022 financial statements.

Audit-Related Fees

The audit related fees were for audit of local statutory accounts for some Australian subsidiaries.

Tax and Capital Raise – Related Fees

For the year ended June 30, 2023, associate firms of PKF Littlejohn LLP charged $7,300 for preparation of corporate tax returns for some Australian subsidiaries.

Pre-Approval Policies for Non-Audit Services

The Audit and Risk Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. These policies generally provide that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit and Risk Committee or the engagement is entered into pursuant to the pre-approval procedure described below. All of the services related to our company provided by our independent registered public accounting firm during the last two fiscal years have been approved by the Audit and Risk Committee.

The Audit and Risk committee pre-approves all auditing services and the terms of non-audit services, but only to the extent that the non-audit services are not prohibited under applicable law and the committee determines that the non-audit services do not impair the independence of the independent registered public accounting firm. In situations where it is impractical to wait until the next regularly scheduled quarterly meeting, the chairman of the Audit and Risk Committee has been delegated authority to approve audit and non-audit services. The Chairman is required to report any approvals to the full committee at its next scheduled meeting.

From time to time, the Audit and Risk Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount. Any proposed services exceeding pre-approved amounts will also require separate pre-approval by the Audit and Risk Committee.

ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

As a U.K. incorporated company, we are subject to applicable laws of England and Wales including the Companies Act 2006. In addition, as a foreign private issuer listed on The Nasdaq Capital Market, we are subject to the Nasdaq corporate governance requirements. However, the Nasdaq listing standards provide that foreign private issuers are permitted to follow home country corporate governance practices in lieu of the Nasdaq rules, with certain exceptions. We currently do not intend to take advantage of any such exemptions.

66

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

Financial statements are filed as part of this Annual Report, starting on page F-1.

ITEM 19. EXHIBITS

Exhibit Number Description

1.1	Articles of Association (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-4 (File No. 333-213297), filed with the SEC on August 24, 2016).
4.1	Omnibus Incentive Plan, adopted September 5, 2017 and amended July 28, 2023 (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 (File No. 333-273520), filed with the SEC on July 28, 2023).
4.2	Equity Distribution Agreement, dated November 12, 2021, between VivoPower International PLC and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Current Report on Form 6-K (File No. 001-37974), filed with the SEC on November 21, 2021).
4.3	Amendment No. 1 to Equity Distribution Agreement, dated July 29, 2022, between VivoPower International PLC and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Current Report Form 6-K (File No. 001-37974), filed with the SEC on July 29, 2022).
4.4	Strategic Direct Investment in Tembo dated June 28, 2023 (incorporated by reference to Exhibit 99.1 to the current report on Form 6-K (File No. 001-37974) filed with the SEC on June 28, 2023).
4.5	Placement Agency Agreement, dated July 29, 2022, between VivoPower International PLC and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 to the Current Report on Form 6-K (File No. 001-37974), filed with the SEC on August 2, 2022).
4.6	Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 6-K (File No. 001-37974), filed with the SEC on August 2, 2022).
4.7	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 6-K (File No. 001-37974), filed with the SEC on August 2, 2022).
4.8	Form of Securities Purchase Agreement, dated July 29, 2022, between VivoPower International PLC and the purchaser identified therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 6-K (File No. 001-37974), filed with the SEC on August 2, 2022).
4.9	Refinancing of Loan Arrangements, dated June 30, 2023, between AWN Holdings Limited and Aevitas O Holdings Pty Ltd
4.10	Advance Subscription Agreement, dated June 23, 2023, between TAG Intl DMCC and Tembo E-LV
4.11	Form of Subscription Agreement, dated June 9, 2023, between VivoPower International Plc and ASEAN Foundation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 6-K (File No 001-37974), filed with the SEC on June 13, 2023
4.12	Form of Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 6-K (File No. 001-37974), filed with the SEC on June 13, 2023).
8	List of Subsidiaries.
11.1	Code of Business Conduct and Ethics (incorporated by reference to Exhibit 11 to the Annual Report on Form 20-F (File No. 001-37974), filed with the SEC on August 1, 2017).
11.2	Insider Trading Policy
12.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

67

ITEM 19. EXHIBITS CONTINUED

Exhibit Number Description

12.2	Certification of Group Finance Director Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2	Certification of Group Finance Director Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1	Consent of Independent Registered Public Accounting Firm
97.1	Clawback Policy
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Confidential treatment has been requested or granted for certain portions omitted from this Exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

68

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

VIVOPOWER INTERNATIONAL PLC
By:	/s/ Kevin Chin
Name:	Kevin Chin
Title:	Chief Executive Officer

Date: October 2, 2023

VIVOPOWER INTERNATIONAL PLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 2814)	F-2
Consolidated Statement of Comprehensive Income for the Year Ended June 30, 2023, June 30, 2022 and June 30, 2021	F-4
Consolidated Statement of Financial Position as at June 30, 2023, June 30, 2022 and June 30, 2021	F-5
Consolidated Statement of Cash Flow for the Year Ended June 30, 2023, June 30, 2022 and June 30, 2021	F-6
Consolidated Statement of Changes in Equity (Deficit) for the Year Ended June 30, 2023, June 30, 2022 and June 30, 2021	F-8
Notes to Consolidated Financial Statements	F-9

F-1

Independent Auditor’s Report to the Members of VivoPower International PLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF VIVOPOWER INTERNATIONAL PLC

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of VivoPower International plc and its subsidiaries (the “Company”) as of June 30, 2023, 2022 and 2021, and the related consolidated statements of comprehensive income, consolidated statements of cash flow and consolidated statements of changes in equity for each of the year ended June 30, 2023, 2022 and 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2023, 2022 and 2021, and the results of its operations and its cash flows for the year ended June 30, 2023, 2022 and 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2 in the consolidated financial statements, which indicates that the group has significant outstanding liabilities and needs to raise funds either through debt or equity in order to meet its obligations as they fall due and to support the planned growth of the Group during the going concern period. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in note 2. As stated in note 2, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s ability to continue to adopt the going concern basis of accounting included a review of the group and budgets and cash flow forecasts for the period of at least twelve months from the date of approval of the financial statements, including checking the mathematical accuracy of the budgets and discussion of significant assumptions used by the management. We have also reviewed the latest available post year end management accounts, bank statements, regulatory announcements and board minutes and assessed subsequent events impacting going concern. 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

F-2

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgements. The communication of critical audit matters do not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter	How we addressed the matter in our audit
Revenue recognition
Revenue for the year ended June 30, 2023 amounted to $22.5 million and details of the related critical judgements and estimates are disclosed in note 3.1. There is a risk of misstatement of revenue from contracts with customers arising from the following areas which makes this a key focus for our audit: ●        identification of performance obligations in customer contracts; ●        judging the timing of satisfaction of performance obligations; ●        allocation of transaction price; ●        measuring the stage of completion for long term contracts (outputs versus inputs method) and ●        determining the costs incurred to obtain or fulfil contracts with customers.	Our work in this area included: ● Updating our understanding of the internal control environment in operation for the significant revenue streams, and checking by walkthrough tests our understanding of the internal control environment for the significant income streams; ● Reviewing the work undertaken by component auditors in accordance with the issued component instructions, including regular communication throughout the audit; ●   Performing controls testing on the key controls applicable to the contract and revenue cycle; ●   Substantively testing a sample of contracts concluded and in progress at the year-end, including contract assets and liabilities and deferred and accrued income, and testing the stage of completion; ●   Reviewing post year-end cash receipts and documents to test the completeness, cut-off and accuracy of revenue around the year-end; and ●   Ensuring the revenue related disclosures in the financial statements are complete and accurate.
Recoverability of intangible assets
As at June 30, 2023 the carrying value of goodwill and intangible assets was $42.2 million. Details of these assets and the related critical judgements and estimates are disclosed in notes 3.2 and 14. Each year management is required to assess whether goodwill is impaired and consider whether the carrying value exceeds the recoverable amount using discounted cash flows. Intangible assets subject to amortization are assessed for indicators of impairment. Impairment assessments require the use of estimates, judgements and assumptions. The calculation of the recoverable amount is dependent on various significant judgements and estimates, including forecasts and discount rates. The subjectivity of the judgements and estimates and the significant carrying value of the assets makes this a key area of focus for our audit.	Our work in this area included: ●  Reviewing and challenging management’s value in use calculations including the rationale behind the key assumptions and cash flow forecasts; ●  Checking the mathematical accuracy of the value in use calculations; ●  Performing sensitivity analysis on reasonably possible changes in key assumptions and the impact on the headroom; ●  Assessing the accuracy of budgets and forecasts used in prior periods to actual results; ●  Performing an independent assessment to identify any indicators of impairment; and ●  Assessing the appropriateness of group’s disclosures in respect of the judgements and estimates on whether an impairment exists and the sensitivity analysis on the headroom (refer to Note 14).

We have served as the Company’s auditors since 2017.

/s/ PKF Littlejohn LLP
PKF Littlejohn LLP	15 Westferry Circus
	Canary Wharf
October 2, 2023	London E14 4HD

F-3

Consolidated Statement of Comprehensive Income

for the Year Ended June 30, 2023

			Year Ended June 30
(US dollars in thousands, except per share amounts)	Note		2023			2022 (restated)			2021
Revenue from contracts with customers		4		15,060			22,448			23,975
Cost of sales				(13,472	)		(20,308	)		(19,614	)
Cost of sales - non-recurring events				(3,850	)		(1,881	)		-
Gross (loss)/profit				(2,262	)		259			4,361
General and administrative expenses				(7,620	)		(13,811	)		(9,651	)
Other gains/(losses)		5		30			(13	)		769
Other income		6		119			662			960
Depreciation of property, plant and equipment		13		(750	)		(770	)		(638	)
Amortization of intangible assets		14		(831	)		(850	)		(815	)
Operating loss		7		(11,314	)		(14,523	)		(5,014	)
Restructuring and other non-recurring costs		8		(2,084	)		(443	)		(2,877	)
Finance income		10		1,156			173			2,176
Finance expense		10		(7,366	)		(8,604	)		(2,450	)
Loss before income tax				(19,608	)		(23,397	)		(8,165	)
Income tax		11		(540	)		1,968			138
Loss from continuing operations				(20,148	)		(21,429	)		(8,027	)
(Loss)/profit from discontinued operations		22		(4,207	)		(625	)		69
Loss for the period				(24,355	)		(22,054	)		(7,958	)
Losses attributable to:
Equity owners of VivoPower International PLC				(24,355	)		(22,054	)		(7,571	)
Non-controlling interests				-			-			(387	)
				(24,355	)		(22,054	)		(7,958	)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Currency translation differences recognized directly in equity				1,236			1,043			1,601
Total comprehensive loss for the period attributable to owners of the company				(23,119	)		(21,011	)		(6,357	)
Earnings per share attributable to owners of the company (dollars)
Continuing Operations
Basic		28		(0.82	)		(1.03	)		(0.49	)
Discontinued Operations
Basic		28		(0.17	)		(0.03	)		(0.00	)

See notes to financial statements

F-4

Consolidated Statement of Financial Position

As at June 30, 2023

			Year Ended June 30
(US dollars in thousands)	Note		2023			2022 (restated)			2021 (restated)
ASSETS
Non-current assets
Property, plant and equipment		13		3,742			3,743			2,575
Intangible assets		14		42,175			39,577			46,945
Deferred tax assets		11		5,136			4,668			2,495
Investments accounted for using the equity method		16		66			-			-
Total non-current assets				51,119			47,988			52,015
Current assets
Cash and cash equivalents		17		553			1,285			8,604
Restricted cash		18		608			1,195			1,140
Trade and other receivables		19		7,021			9,088			12,785
Inventory		20		2,115			1,887			1,968
Assets classified as held for sale		21/22		-			8,214			-
Total current assets				10,297			21,669			24,497
TOTAL ASSETS				61,416			69,657			76,512
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables		23		14,597			15,457			8,917
Income tax liability				156			132			708
Provisions		24		1,778			1,104			2,802
Loans and borrowings		25		2,384			5,109			1,004
Liabilities classified as held for sale		22		-			1,497			-
Total current liabilities				18,915			23,299			13,431
Non-current liabilities
Other payables		23		6,443			-			-
Provisions		24		76			57			165
Loans and borrowings		25		30,004			23,452			22,087
Deferred tax liabilities		11		2,232			1,234			411
Total non-current liabilities				38,755			24,743			22,663
Total liabilities				57,670			48,042			36,094
Equity
Share capital		26		308			256			222
Share premium		26		105,018			99,418			76,229
Cumulative translation reserve				1,203			(139	)		(1,465	)
Other reserves		27		(6,492	)		(5,984	)		15,314
Accumulated deficit				(96,291	)		(71,936	)		(49,882	)
Equity and reserves attributable to owners				3,746			21,615			40,418
Non-controlling interest				-			-			-
Total equity				3,746			21,615			40,418
TOTAL EQUITY AND LIABILITIES				61,416			69,657			76,512

These financial statements were approved by the Board of Directors on October 2, 2023, and were signed on its behalf by Kevin Chin.

See notes to consolidated financial statements

F-5

Consolidated Statement of Cash Flow

for the Year Ended June 30, 2023

		Year Ended June 30
(US dollars in thousands)	Note	2023			2022 (restated)			2021
Cash flows from operating activities
Loss from continuing operations			(20,148	)		(21,429	)		(8,027	)
(Loss)/profit from discontinued operations	22	(4,207		)	(625		)	69
Income tax			561			(1,926	)		(115	)
Finance income			-			-			(2,397	)
Finance expense			4,917			5,334			2,889
Depreciation of property, plant and equipment	13	750			770			1,089
Amortization of intangible assets	14	831			1,172			1,167
Other gains/(losses)			(30	)		13			(769	)
Share-based payments			147			2,010			1,078
Decrease/(increase) in trade and other receivables			5,903			3,459			(813	)
(Increase)/decrease in inventory			(228	)		81			-
Increase/(decrease) in trade and other payables			2,278			6,583			(9,453	)
Increase/(decrease) in provisions			674			(572	)		(95	)
Corporation tax payments			-			-			-
Net cash used in operating activities			(8,552	)		(5,130	)		(15,377	)
Cash flows from investing activities
Proceeds on sale of property plant and equipment			110			57			36
Purchase of property, plant and equipment			(1,029	)		(1,165	)		(937	)
Investment in capital projects	14	(3,857		)	(4,254		)	-
Proceeds on disposal of J.A Martin ex-solar business	22	2,874			-			-
Proceeds on sale of capital projects			47			19			366
Acquisitions - consideration			(66	)		-			(7,089	)
Acquisitions - cash acquired			-			-			4,942
Net cash used in investing activities			(1,921	)		(5,343	)		(2,682	)

F-6

Consolidated Statement of Cash Flow

for the Year Ended June 30, 2023 (continued)

			Year Ended June 30
(US dollars in thousands)	Note		2023			2022			2021
Cash flows from financing activities
Other borrowings		25		(108	)		(85	)		18
Lease repayments		25		(43	)		-			(360	)
Proceeds from investor		23		300			-			-
Capital raise proceeds		26		5,500			243			34,866
Equity instruments and capital raise costs		27		(397	)		(47	)		(2,819	)
Debtor finance borrowings/(repayments)		25		1,297			(4	)		(518	)
Loans from related parties		25		3,572			4,231			-
Repayment of loans from related parties		25		(370	)		-			(2,226	)
Bank loan borrowings		25		(138	)		(166	)		(33	)
Chattel mortgage borrowings		25		(267	)		74			32
Finance expense		10		(129	)		(636	)		(5,296	)
Transfer from/(to) restricted cash		18		587			(55	)		(127	)
Net cash from financing activities				9,804			3,555			23,537
Net (decrease)/increase in cash and cash equivalents				(669	)		(6,918	)		5,478
Cash and cash equivalents at the beginning of the period		17		1,285			8,604			2,824
Effect of exchange rate movements on cash held				(63	)		(401	)		302
Cash and cash equivalents at the end of the period		17		553			1,285			8,604

Non-cash investing and financing transactions during the year ended June 30, 2023 comprise:

● 102,252 shares issued to Incentive Award participants at grant date value: $0.1 million;

● Right-of-use assets additions and the related lease liability during the year: $0.2 million and $0.2 million (Refer to Note 25)

See notes to consolidated financial statements

F- 7

Consolidated Statement of Changes in Equity

for the Year Ended June 30, 2023

(US dollars in thousands)	Share capital		Share premium		Cumulative translation reserve			Other reserves			Accumulated deficit			Non-controlling interest			Total
At June 30, 2020		163		40,215		(3,307	)		21,408			(40,773	)		184			17,890
Loss for the year		-		-		-			-			(7,571	)		(387	)		(7,958	)
Other comprehensive income/(expense)		-		-		1,842			(241	)		-			-			1,601
		163		40,215		(1,465	)		21,167			(48,344	)		(203	)		11,533
Transactions with owners in their capacity as owners
Equity instruments		-		-		-			(3,141	)		-			-			(3,141	)
Capital raises		49		34,317		-			(2,804	)		-			-			31,562
Other share issuances		1		736		-			(15	)		-			-			722
Employee share awards		9		961		-			107			-			-			1,077
Non-controlling interest		-		-		-			-			(1,538	)		203			(1,335	)
		59		36,014		-			(5,853	)		(1,538	)		203			28,885
At June 30, 2021		222		76,229		(1,465	)		15,314			(49,882	)		-			40,418
Loss for the year		-		-		-			-			(21,569	)		-			(21,569	)
Prior year adjustments		-		-		-			-			(485	)		-			(485	)
Restated loss for the year		-		-		-			-			(22,054	)		-			(22,054	)
Other comprehensive income/(expense)		-		-		1,326			(283	)		-			-			1,043
		222		76,229		(139	)		15,031			(71,936	)		-			19,407
Transactions with owners in their capacity as owners
Capital raises		1		243		-			(122	)		-			-			122
Other share issuances		1		217		-			(144	)		-			-			74
Employee share awards		8		2,287		-			(283	)		-			-			2,012
Conversion of Aevitas equity instruments		24		20,442		-			(20,466	)		-			-			-
		34		23,189		-			(21,015	)		-			-			2,208
At June 30, 2022		256		99,418		(139	)		(5,984	)		(71,936	)		-			21,615
Loss for the year		-		-		-			-			(24,355	)		-			(24,355	)
Other comprehensive income/(expense)		-		-		1,342			(106	)		-			-			1,236
		256		99,418		1,203			(6,090	)		(96,291	)		-			(1,504)
Transactions with owners in their capacity as owners
Equity instruments		-		-		-			49			-			-			49
Capital raises		51		5,449		-			(446	)		-			-			5,054
Employee share awards		1		151		-			(5	)		-			-			147
Non-controlling interest		-		-		-			-			-			-			-
		52		5,600		-			(402	)		-			-			3,746
At June 30, 2023		308		105,018		1,203			(6,492	)		(96,291	)		-			3,746

For further information on “Other Reserves” please see Note 27.

F-8

Notes to Consolidated Financial Statements

for the Year Ended June 30, 2023

1. Reporting entity

VivoPower International PLC (“VivoPower” or the “Company”) is a public company limited by shares and incorporated under the laws of England and Wales and domiciled in the United Kingdom. The address of the Company’s registered office is The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF, United Kingdom. 

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities"). Since June 30, 2021, the Company no longer has an ultimate controlling party, as AWN Holdings Limited (collectively with its affiliates and subsidiaries, "AWN") holds less than 50% equity interest in the Company, being 39.5% as at June 30, 2023. In prior periods, the ultimate controlling party and the results into which these financials were consolidated was AWN, a company registered in Australia.

2. Significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated.

2.1 Basis of preparation

VivoPower International PLC consolidated financial statements were prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, except when accounting for acquisitions, whereby fair values have been applied.

The preparation of financial statements with adopted IFRS requires the use of critical accounting estimates. It also requires the management to exercise judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where the assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

The financial statements have been prepared on a going concern basis.

As at June 30, 2023, the Company had unrestricted cash totalling $0.6 million, compared to $1.3 million as at  June 30, 2022 and $8.6 million as at June 30, 2021. It also has outstanding debt and borrowing totaling $32.4 million, compared to $28.6 million as at June 30, 2022 and $23.1 million as at June 30, 2021. Most of these borrowings do not fall due for repayment until 1 April 2025 and are thus classified under long-term liabilities.

Over the next twelve months, the Company expects significant growth in revenues and continued EBITDA generation in critical power systems, a material increase in revenue and costs in scaling up the Electric Vehicles business as the operation scales series production of its EUV23 conversion kits to match the demand from its signed partnerships. The Company will also be investing in further capitalized development costs in electric vehicles in preparation for Tembo series production. In addition, it expects to fund selective development of the U.S. solar portfolio to maximize future sales proceeds, as well as development of microgrid, EV charging and battery energy storage capabilities, as part of the scaling up of the SES business unit. The Company will also be investing in property, plant and equipment, particularly in Tembo.

This expected growth implies sizeable funding requirements over FY2024, which the Company is planning to finance through significant equity capital raises, asset-backed financing, debtor financing, working capital optimization with suppliers and customers, and tax relief on R&D expenditure, either at Group or subsidiary levels depending on what is best suited to the Company’s growth needs and optimizing for cost of capital. 

To ensure success of the business, the directors have reviewed additional plans to mitigate any cash flow risk that may arise during the next twelve months. These include:

● Regular re-forecasting process and flexing of opex and capex cost growth according to liquidity needs;

● Phased approach to hiring of personnel to sustain growth of the Tembo business;

● Staging the timing of property, plant and equipment and software capex to match asset-backed financing inflows;

● Obtain Research & Development grants in the U.K., Europe and Australia to help fund investment in electric, solar and battery technologies;

● Careful project planning and commercial structuring of SES projects;

● Possible sale, spin off, or distribution in specie of Caret, LLC ("Caret"), formerly Innovative Solar Ventures I, LLC ("ISV");

● Purchase order financing, debtor financing facilities;

● Staging the timing of equity raises to minimize dilution; and

● Renegotiation of terms on loans and supply chain.

F- 9

 

Based on the foregoing expectations of funding needs, and actions prepared and presented by management to the Board of Directors, the Directors consider that these actions can provide sufficient cash to support business operations and meet funding requirements as they become due, despite financial, economic and political uncertainty. If we continue to experience losses and we are not able to raise additional financing to provide the funding to grow the revenue streams of the Company to become profit making, or generate cash through sales of assets, we may not have sufficient liquidity to sustain our operations and to continue as a going concern, accordingly there is a material uncertainty that may cause significant doubt about the going concern nature of the Group. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

All financial information presented in US dollars has been rounded to the nearest thousand.

2.2 Basis of consolidation

The consolidated financial statements include those of VivoPower International PLC and all of its subsidiary undertakings.

Subsidiary undertakings are those entities controlled directly or indirectly by the Company. The Company controls an investee when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The results of the subsidiaries acquired are included in the Consolidated Statement of Comprehensive Income from the date of acquisition using the same accounting policies of those of the Group. All business combinations are accounted for using the purchase method. The consideration transferred in a business combination is the fair value at the acquisition date of the assets transferred and the liabilities incurred by the Group and includes the fair value of any contingent consideration arrangement. Acquisition-related costs are recognized in the income statement as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by other members of the Group.

All intra-group balances and transactions, including any unrealized income and expense arising from intra-group transactions, are eliminated in full in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

2.3 Business combination

The acquisition method of accounting is used to account for all business combinations, 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

● liabilities incurred to the former owners of the acquired businesses

● equity interests issued by the Company

● fair value of any asset or liability resulting from a contingent consideration arrangement, and

● fair value of any pre-existing equity interest in the subsidiary.

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. The Group recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Acquisition-related costs are expenses as incurred.

The excess of the:

● consideration transferred

● amount of any non-controlling interest in the acquired entity, and

● acquisition-date fair value of any previous equity interest in the acquired entity

over the fair value 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 business acquired, the difference is recognized directly in profit or loss as a bargain purchase.

F- 10

 

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognized in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss.

2.4 Intangible assets

All intangible assets, except goodwill, are stated at fair value less accumulated amortization and any accumulated impairment losses. Goodwill is not amortized and is stated at cost less any accumulated impairment losses. Any gain on a bargain purchase is recognized in profit or loss immediately.

Goodwill

Goodwill arose on the effective acquisition of VivoPower Pty Ltd, Aevitas O Holdings Limited (“Aevitas”) and Tembo e-LV B.V. Goodwill is reviewed annually to test for impairment.

Negative goodwill arose on the acquisition of the remaining 50% share of ISV from Innovative Solar Systems, LC ("ISS"), constituting a bargain purchase. The gain was immediately recognized in the profit and loss during the year ended June 30, 2021.

Other intangible assets

Intangible assets acquired through a business combination are initially measured at fair value and then amortized over their useful economic lives. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates.

Development expenditure includes the product development project for ruggedized electric vehicles in Tembo, pre-series-production expenditure on developing vehicle specifications and production processes. Capitalized costs include primarily internal payroll costs, external consultants and computer software.

Development expenditure on U.S. solar projects includes securing land rights, completing feasibility studies, negotiating power purchase agreements, and other costs incurred to prepare project sales for Notice to Proceed with construction and hence sale to a partner as a shovel ready project.

For both electric vehicles product development project, and U.S. solar development projects, it is the Company’s intention to complete the projects. It expects to obtain adequate technical, financial and other resources to complete the projects, and management consider that it is probable for the future economic benefits attributable to the development expenditure to flow to the entity; and that the cost of the asset can be measured reliably. Accordingly, the development expenditure is recognized under IAS 38 – Intangible Assets as an intangible asset.

All other expenditure, including expenditure on internally generated goodwill and brands, and research costs, are recognized in profit or loss as incurred.

Amortization is calculated on a straight-line basis to write down the assets over their useful economic lives at the following rates:

● Development expenditure - 5 to 10 years

● Customer relationships – 5 to 10 years

● Trade names – 15 to 25 years

● Favorable supply contracts – 15 years

● Other – 5 years

F- 11

 

2.5 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and the costs directly attributable to bringing the asset into use.

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

Depreciation is calculated on a straight-line basis so as to write down the assets to their estimated residual value over their useful economic lives at the following rates:

● Computer equipment - 3 years

● Fixtures and fittings - 3 to 20 years

● Motor vehicles - 5 years

● Plant and equipment – 3.5 to 10 years

● Right-of-use assets – remaining term of lease

2.6 Assets classified as held for sale and discontinued operations

Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying value and fair value less costs to sell. An impairment loss is recognized for any subsequent write-down of the asset to fair value less costs to sell.

A discontinued operation is a component of the Company that has been disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations. The results of discontinued operations are presented separately in the statement of profit or loss.

2.7 Inventory

Inventories are stated at the lower of cost and net realizable value, in accordance with IAS 2 – Inventories. The cost includes all direct and indirect variable production expenses, plus fixed expenses based on the normal capacity of each production facility. The net realizable value of inventories intended to be sold corresponds to their selling price, as estimated based on market conditions and any relevant external information sources, less the estimated costs necessary to complete the sale.

2.8 Leases

The Group leases offices, workshops, motor vehicles, and equipment for fixed periods of 2 months to 8 years but may have extension options. Extension options are not recognized by the Group in the determination of lease liabilities unless renewals are reasonably certain.

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of real estate for which the Group is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Assets and liabilities arising from a lease are initially measured on a present value basis, with lease payments discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group’s incremental borrowing rate is used. The Group presents lease liabilities in loans and borrowings in the Statement of Financial Position.

Lease payments are allocated between principal and finance cost. The finance cost is charged to the Statement of Comprehensive Income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are presented in property, plant and equipment and depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

F- 12

 

2.9 Impairment of non-financial assets

Goodwill is allocated to cash-generating units for the purposes of impairment testing. The recoverable amount of the cash-generating unit (‘CGU’) to which the goodwill relates is tested annually for impairment or when events or changes to circumstances indicate that it might be impaired.

The carrying values of property, plant and equipment, investments and intangible assets other than goodwill are reviewed for impairment only when events indicate the carrying value may be impaired.

In an impairment test the recoverable amount of the cash-generating unit or asset is estimated in order to determine the existence or extent of any impairment loss. The recoverable amount is the higher of fair value less costs to sell and the value in use to the Group. An impairment loss is recognized to the extent that the carrying value exceeds the recoverable amount. In determining a cash-generating unit’s or asset’s value in use, 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 risks specific to the cash-generating unit or asset that have not already been included in the estimate of future cash flows. All impairment losses are recognized in the Statement of Comprehensive Income.

An impairment loss in respect of goodwill is not reversed. In the case of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. These impairment losses are reversed if there has been any change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent so that the asset’s carrying amount does not exceed the carrying value that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

2.10 Financial instruments

Financial assets and liabilities are recognized in the Group’s Statement of Financial Position when the Group becomes a party to the contracted provision of the instrument. The following policies for financial instruments have been applied in the preparation of the consolidated financial statements.

The Company classifies its financial assets in the following measurement categories:

● those to be measured subsequently at fair value through profit or loss; and,

● those to be measured at amortized cost.

The classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial assets are classified as at amortized cost only if both of the following criteria are met:

● the asset is held within a business model whose objective is to collect contractual cash flows; and,

● the contractual terms give rise to cash flows that are solely payments of principal and interest.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

● in the principal market for the asset or liability; or,

● in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2 - valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

Level 3 - valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

Cash and cash equivalents

For the purpose of preparation of the Statement of Cash Flow, cash and cash equivalents includes cash at bank and in hand.

Restricted cash

Restricted cash are cash and cash equivalents whose availability for use within the Group is subject to certain restrictions by third parties.

Bank borrowings

Interest-bearing bank loans are recorded at the proceeds received. Direct issue costs paid on the establishment of loan facilities are recognized over the term of the loan on a straight-line basis. The initial payment is taken to the Statement of Financial Position and then amortized over the full-length of the facility.

F- 13

 

Trade and other receivables

Trade and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less any allowance for the expected future issue of credit notes and for non-recoverability due to credit risk. The Group applies the IFRS 9 – Financial Instruments simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.

Trade and other payables

Trade and other payables are non-interest bearing and are stated at amortized cost using the effective interest method.

Share capital

Ordinary Shares, nominal value $0.012 per share (the "Ordinary Shares") are classified as equity. Incremental costs directly attributable to the issue of Ordinary Shares are recognized as a deduction from equity, net of any tax effects.

Repurchase of share capital (treasury shares)

When share capital recognized as equity is repurchased as equity by the Company the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity, and excluded from the number of shares in issue when calculating earnings per share.

2.11 Taxation

Income tax expense comprises current and deferred tax.

Current tax is recognized based on the amounts expected to be paid or recovered under the tax rates and laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is provided on temporary timing differences that arise between the carrying amounts of assets and liabilities for financial reporting purposes and their corresponding tax values. Liabilities are recorded on all temporary differences except in respect of initial recognition of goodwill and in respect of investments in subsidiaries where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that it will not reverse in the foreseeable future. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the asset can be offset. Deferred tax is measured on an undiscounted basis using the tax rates and laws that have been enacted or substantively enacted by the end of the accounting period.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, they relate to income taxes levied by the same tax authority and the Group intends to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

Current and deferred tax are recognized in the Statement of Comprehensive Income, except when the tax relates to items charged or credited directly to equity, in which case it is dealt with directly in equity.

2.12 Provisions

Provisions are recognized when the Group has a present obligation because of a past event, it is probable that the Group will be required to settle that obligation, and it can be measured reliably.

Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the date of Statement of Financial Position.

Where the time value of money is material, provisions are measured at the present value of expenditures expected to be paid in settlement.

2.13 Earnings per share

The Group presents basic (“EPS”) data for 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, excluding the shares held as treasury shares.

2.14 Foreign currencies

The Company’s functional and presentational currency is the US dollar. Items included in the separate financial statements of each Group entity are measured in the functional currency of that entity. Transactions denominated in foreign currencies are translated into the functional currency of the entity at the rates of exchange prevailing at the dates of the individual transactions. Foreign currency monetary assets and liabilities are translated at the rates of exchange prevailing at the end of the reporting period.

Exchange gains and losses arising are charged to the Statement of Comprehensive Income within finance income or expenses. The Statement of Comprehensive Income and Statement of Financial Position of foreign entities are translated into US dollars on consolidation at the average rates for the period and the rates prevailing at the end of the reporting period respectively. Exchange gains and losses arising on the translation of the Group’s net investment foreign entities are recognized as a separate component of shareholders’ equity.

Foreign currency denominated share capital and related share premium and reserve accounts are recorded at the historical exchange rate at the time the shares were issued, or the equity created.

F- 14

 

2.15 Revenue from contracts with customers

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary course of the Group’s activities. Revenue is shown net of discounts, value-added tax, other sales related taxes, and after the elimination of sales within the Group.

Revenue comprises development revenues, electrical installations, electrical servicing and maintenance, generator sales, vehicle spec conversion and conversion kits. Revenue is recognized upon satisfaction of contractual performance obligations.

The Group has a number of different revenue streams and the key components in determining the correct recognition are as follows:

Development revenue, which is revenue generated from development services relating to the building and construction of solar projects, is recognized on a percentage completion basis as the value is accrued by the end user over the life of the contract. The periodic recognition is calculated through weekly project progress reports.

On longer-term power services projects such as large-scale equipment provision and installation, the performance obligation of completing the installation is satisfied over time, and revenue is recognized on a percentage completion basis using an input method. Revenue for stand-alone equipment sales is recognized at the point of passing control of the asset to the customer. Other revenue for small jobs and those completed in a limited timeframe are recognized when the job is complete and accepted by the customer.

Revenue for sale of electric vehicles, kits for electric vehicles and related products is recognized upon delivery to the customer. Where distribution agreements are agreed with external parties to participate in the assembly of vehicles, revenue recognition will be assessed under IFRS 15 - Revenue from Contracts with Customers, to establish the principal and agent in the relationship between the parties and with the end customer.

Warranties are of short duration and only cover defective workmanship and defective materials. No additional services are committed to which generate a performance obligation.

No adjustment is made for the effects of financing, as the Company expects, at contract inception, that the period between when the goods and services are transferred to the customer and when the customer pays, will be one year or less.

If the revenue recognized for goods and services rendered by the Company exceeds amounts that the Company is entitled to bill the customer, a contract asset is recognized. If amounts billed exceed the revenue recognized for goods and services rendered, a contract liability is recognized.

Incremental costs of obtaining a contract are expensed as incurred.

2.16 Other income

Other income in relation to government grants, is recognized in the period that the related costs, for which the grants are intended to compensate, are expensed.

2.17 Employee benefits

Pension

The employer pension contributions are associated with defined contribution schemes. The costs are therefore recognized in the month in which the contribution is incurred, which is consistent with recognition of payroll expenses.

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount because of past service provided by the employee and the obligation can be reliably measured.

Short-term compensated absences

A liability for short-term compensated absences, such as holidays, is recognized for the amount the Group may be required to pay because of the unused entitlement that has accumulated at the end of the reporting period.

Share-based payments

Shares issued to employees and other participants under the Omnibus Incentive Plan 2017 are recognized over the expected vesting period, using the grant date share price, in accordance with IFRS 2 Share-based Payments.

F- 15

 

2.18 Restructuring and other non-recurring costs

Restructuring and other non-recurring costs are by nature one-time incurrences and do not represent the normal trading activities of the business and accordingly are disclosed separately on the Consolidated Statement of Comprehensive Income in accordance with IAS 1 – Presentation of Financial Statements in order to draw them to the attention of the reader of the financial statements. Restructuring costs are defined in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets as being related to sale or termination of a line of business, closure of business locations, changes in management structure, or fundamental reorganizations.

Other non-recurring costs include litigation expenses for former employees, including fees for legal services and provisions under IAS 37 for legal fee dispute resolutions that are probable to result in a quantifiable financial outflow by the Company.

Other non-recurring costs also include legal and professional costs for project review and investigation detailed review and sales campaign for solar projects managed by the ISS joint venture partner.

Other non-recurring costs also include one-off costs resulting from acquisition of Tembo e-LV and subsidiaries and impairment and write-off of nonrecoverable items.

Other non-recurring costs also include provisions in respect of fiscal refunds on prior receivables, which the Company is defending.

2.19 New standards, amendments and interpretations not yet adopted by the Group

At the date of authorisation of these financial statements the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

International Accounting Standards (amendments)	Effective date*
IAS 1 - Amendments regarding the classification of liabilities	1 January 2023
IAS 1, IFRS Practice Statement 2 - Amendments to IAS 1 and IFRS Practice Statement 2	1 January 2023
IAS 1 - Amendments regarding non-current liabilities with covenants	1 January 2024
IAS 8 (amendments) - Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates	1 January 2023
IFRS 16 - Amendments regarding lease liability in a sale and leaseback	1 January 2024
*Years beginning on or after

The Directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Group or Company in future periods.

3. Significant accounting judgements and estimates

In preparing the consolidated financial statements, the directors are required to make judgements in applying the Group’s accounting policies and in making estimates and making assumptions about the future. These estimates could have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the future financial periods. The critical judgements that have been made in arriving at the amounts recognized in the consolidated financial statements are discussed below.

3.1 Revenue from contracts with customers – determining the timing of satisfaction of services

As disclosed in Note 2.15 to the Financial Statements the Group concluded that Solar Development revenue and revenue from other long-term projects is recognized over time as the customer simultaneously receives and consumes the benefits provided. The Group determined that the percentage completion basis is the best method in measuring progress because there is a direct relationship between the Group’s effort and the transfer of services to the customer. The judgement used in applying the percentage completion basis affects the amount and timing of revenue from contracts.

3.2 Impairment of non-financial assets

The carrying values of property, plant and equipment, investments and intangible assets other than goodwill are reviewed for impairment only when events indicate the carrying value may be impaired. Goodwill is tested annually for impairment or when events or changes to circumstances indicate that it might be impaired.

Impairment assessments require the use of estimates and assumptions. To assess impairment, 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 risks specific to the related cash-generating unit. Judgement was applied in making estimates and assumptions about the future cash flows, including the appropriateness of discounts rates applied and operating performance (which includes production and sales volumes), as further disclosed in Note 14. These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will impact these projections, which may impact the recoverable amount of assets and/or CGUs.

F- 16

 

3.3 Operating profit/(loss)

In preparing the consolidated financial statements of the Group, judgement was applied with respect to those items which are presented in the Consolidated Statement of Comprehensive Income as included within operating profit/(loss). Those revenues and expenses which are determined to be specifically related to the on-going operating activities of the business are included within operating profit/(loss). Expenses or charges to earnings which are not related to operating activities, are one-time costs determined to be not representative of the normal trading activities of the business, or that arise from revaluation of assets, are reported below operating profit/(loss).

3.4 Litigation provision

No litigation provision was recorded at June 30, 2023. The provision of $0.5 million for disputed legal success fees related to the Mr. Comberg litigation recorded at June 30, 2021 was estimated by management, making a judgement in conjunction with advice from legal counsel, on the likely outcome of the claim. $0.4 million of this provision was utilized in the year ended June 30, 2022, and the remainder released.

3.5 Capitalization of product development costs

The Group capitalizes costs for product development projects in the EV segment. The capitalization of costs is based on management’s judgement that technological and economic feasibility is confirmed, and all other recognition criteria within IAS 38 can be demonstrated. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation, discount rates to be applied and the expected period of benefits. As of June 30, 2023, the carrying amount of capitalized development costs were $7.8 million (2022: $3.8 million).

3.6 Contingent consideration on disposals

Included within the assessment of recoverable value for impairment purposes of assets held for sale related to the sale of the J.A. Martin ex-solar business, as at June 30, 2022, were estimates of the contingent consideration included within the sale agreement. The contingent consideration receivable 12 months following sale, is based on a multiple of earnings before interest, tax, depreciation and amortization of the business. The fair value of contingent consideration of $4.5 million applied a contracted 4.5x multiple to year 1 forecast EBITDA of AUD$2.7 million, less purchase price paid, discounted at 10% to net present value, less purchase price paid. Final settlement of the contingent consideration was paid in August 2023, and the receivable amount and loss on disposal adjusted accordingly.

3.7 Income taxes

In recognizing income tax assets and liabilities, management makes estimates of the likely outcome of decisions by tax authorities on transactions and events whose treatment for tax purposes is uncertain. Where the outcome of such matters is different, or expected to be different, from previous assessments made by management, a change to the carrying value of the income tax assets and liabilities will be recorded in the period in which such determination is made. The carrying values of income tax assets and liabilities are disclosed separately in the Consolidated Statement of Financial Position.

3.8 Deferred tax assets

Deferred tax assets for unused tax losses amounting to $4.3 million at June 30, 2023 ( June 30, 2022: $4.1 million; June 30, 2021: $1.9 million) are recognized to the extent that it is probable that sufficient taxable profit will be available against which the losses can be utilized. Management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the deferred tax assets recorded at the reporting date could be impacted.

3.9 Exchangeable preference shares, exchangeable notes and Aevitas preference shares

As part of the IPO listing process, VivoPower acquired Aevitas. The instruments previously issued by Aevitas were restructured to become exchangeable into VivoPower shares. The Company considered IAS 32 paragraph 16 in determining the accounting treatment. The Company has determined the instruments to be treated as equity under the “fixed-for-fixed” rule meaning that both the amount of consideration received/receivable and the number of equity instruments to be issued must be fixed for the instrument to be classified as equity. Both elements are satisfied within the instruments.

Whilst the majority of the Aevitas exchangeable preference shares and exchangeable notes were converted into Ordinary Shares in VivoPower in July 2021 a minority of investors in the instruments elected to accept new Aevitas Preference Shares. The Company considered IAS 32 paragraph 16 in determining the accounting treatment, and has determined the new Aevitas Preference Shares instruments should be treated as equity.

3.10 Fair value measurement

The fair values of financial assets and liabilities recorded in the statement of financial position are measured using valuation techniques including discounted cash flow (DCF) models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Changes in assumptions about these factors could affect the reported fair value. When the fair values of non-financial assets/CGUs need to be determined, for example in business combinations and for impairment testing purposes, they are measured using valuation techniques including the DCF model.

F- 17

 

4 Revenue and segmental information

The Group determines and presents operating segments based on the information that is provided internally to the board of directors of the Company (the "Board"), which is the Group’s chief operating decision maker.

Management analyzes our business in five reportable segments: Critical Power Services, Electric Vehicles, Sustainable Energy Solutions, Solar Development and Corporate Office. Critical Power Services is represented by VivoPower’s wholly owned subsidiary Aevitas. In turn, Aevitas wholly owns Kenshaw Solar Pty Ltd (previously J.A. Martin) (“Aevitas Solar”) and Kenshaw Electrical Pty Limited (“Kenshaw”), both of which operate in Australia with a focus on the design, supply, installation and maintenance of critical power, control and distribution systems, including for solar farms. Electric Vehicles is represented by Tembo e-LV B.V. (“Tembo”), a Netherlands-based specialist battery-electric and off-road vehicle company delivering electric vehicles (“EV”) for mining and other rugged industrial customers globally. Sustainable Energy Solutions (“SES”) is the design, evaluation, sale and implementation of renewable energy infrastructure to customers, both on a standalone basis and in support of Tembo EVs. Solar Development is represented by Caret and comprises 12 solar projects in the United States. Corporate Office is the Company’s corporate functions, including costs to maintain the Nasdaq public company listing, comply with applicable SEC reporting requirements, and related investor relations and is located in the U.K.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including any revenues and expenses that relate to the transactions with any of the Group’s other components. Operating segments results are reviewed regularly by the Board to assess its performance and make decisions about resources to be allocated to the segment, and for which discrete financial information is available.

Segment results that are reported to the Board include items directly attributable to a segment as well as those that can be allocated to a segment on a reasonable basis.

4.1 Revenue

Revenue from continuing operations by geographic location is as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Australia		13,596		20,958		22,581
Netherlands		1,464		1,490		1,394
United Kingdom		-		-		-
United States		-		-		-
Total revenues		15,060		22,448		23,975

Revenue by product and service is as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Electrical products and related services		13,596		20,958		22,396
Development fees		-		-		185
Vehicle spec conversion		-		789		137
Conversion kits		1,394		301		1,219
Accessories		70		400		38
Total revenues		15,060		22,448		23,975

The Group had one customer representing more than 10% of revenue for the year ended June 30, 2023 (year ended June 30, 2022: none; year ended June 30, 2021: none).

F- 18

 

4.2 Operating segments

a) Segment results of operations

Results of operations by reportable segment are as follows:

	Continuing operations																		Discontinued operations			Total
Year Ended June 30, 2023	Critical Power			Solar			Electric			Sustainable Energy			Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Continuing			Services
Revenue from contracts with customers		13,596			-			1,464			-			-			15,060			-			15,060
Costs of sales - other		(11,900	)		-			(1,572	)		-			-			(13,472	)		-			(13,472	)
Cost of sales - non-recurring events		(3,850	)		-			-			-			-			(3,850	)		-			(3,850	)
Gross profit		(2,154	)		-			(108	)		-			-			(2,262	)		-			(2,262	)
General and administrative expenses		(1,390	)		(297	)		(1,005	)		(367	)		(4,561	)		(7,620	)		-			(7,620	)
Other gains/(losses)		-			-			-			30			-			30			(4,207	)		(4,177	)
Other income		50			69			-			-			-			119			-			119
Depreciation and amortization		(895	)		-			(673	)		(3	)		(10	)		(1,581	)		-			(1,581	)
Operating loss		(4,389	)		(228	)		(1,786	)		(340	)		(4,571	)		(11,314	)		(4,207	)		(15,521	)
Restructuring and other non-recurring costs		(1	)		-			(214	)		-			(1,869	)		(2,084	)		-			(2,084	)
Finance expense - net		(6,841	)		(34	)		936			(50	)		(221	)		(6,210	)		-			(6,210	)
Profit/(loss) before income tax		(11,231	)		(262	)		(1,064	)		(390	)		(6,661	)		(19,608	)		(4,207	)		(23,815	)
Income tax		(619	)		-			(40	)		119			-			(540	)		-			(540	)
Loss for the year		(11,850	)		(262	)		(1,104	)		(271	)		(6,661	)		(20,148	)		(4,207	)		(24,355	)

	Continuing operations																		Discontinued operations			Total
Year Ended June 30, 2022 (restated)	Critical Power			Solar			Electric			Sustainable Energy			Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Continuing			Services
Revenue from contracts with customers		20,958			-			1,490			-			-			22,448			15,168			37,616
Costs of sales - other		(18,804	)		-			(1,504	)		-			-			(20,308	)		(13,842	)		(34,150	)
Cost of sales - non-recurring events		(1,881	)		-			-			-			-			(1,881	)		-			(1,881	)
Gross profit		273			-			(14	)		-			-			259			1,326			1,585
General and administrative expenses		(1,568	)		(80	)		(2,901	)		(1,660	)		(7,602	)		(13,811	)		(1,485	)		(15,296	)
Other gains/(losses)		103			(139	)		-			23			-			(13	)		-			(13	)
Other income		662			-			-			-			-			662			324			986
Depreciation and amortization		(1,165	)		-			(443	)		(3	)		(9	)		(1,620	)		(767	)		(2,387	)
Operating loss		(1,695	)		(219	)		(3,358	)		(1,640	)		(7,611	)		(14,523	)		(602	)		(15,125	)
Restructuring and other non-recurring costs		45			-			(429	)		-			(59	)		(443	)		-			(443	)
Finance expense - net		(7,470	)		-			(974	)		23			(10	)		(8,431	)		(172	)		(8,603	)
Profit/(loss) before income tax		(9,120	)		(219	)		(4,761	)		(1,617	)		(7,680	)		(23,397	)		(774	)		(24,171	)
Income tax		1,349			-			575			192			(148	)		1,968			149			2,117
Loss for the year		(7,771	)		(219	)		(4,186	)		(1,425	)		(7,828	)		(21,429	)		(625	)		(22,054	)

	Continuing operations																	Discontinued operations			Total
Year Ended June 30, 2021	Critical Power			Solar			Electric			Sustainable Energy		Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions		Office			Continuing			Services
Revenue		22,396			185			1,394			-		-			23,975			16,436			40,411
Costs of sales - other		(18,322	)		-			(1,292	)		-		-			(19,614	)		(14,470	)		(34,084	)
Cost of sales - non-recurring events		-			-			-			-		-			-			-			-
Gross profit		4,074			185			102			-		-			4,361			1,966			6,327
General and administrative expenses		(1,522	)		(1,309	)		(1,923	)		-		(4,897	)		(9,651	)		(1,482	)		(11,133	)
Other gains/(losses)		36			733			-			-		-			769			-			769
Other income		960			-			-			-		-			960			552			1,512
Depreciation and amortization		(1,099	)		(4	)		(346	)		-		(4	)		(1,453	)		(803	)		(2,256	)
Operating profit/(loss)		2,449			(395	)		(2,167	)		-		(4,901	)		(5,014	)		233			(4,781	)
Restructuring and other non-recurring costs		(24	)		-			(631	)		-		(2,222	)		(2,877	)		(3	)		(2,880	)
Finance expense - net		1,824			(24	)		(1	)		-		(2,073	)		(274	)		(137	)		(411	)
Profit/(loss) before income tax		4,249			(419	)		(2,799	)		-		(9,196	)		(8,165	)		93			(8,072	)
Income tax		(691	)		96			733			-		-			138			(24	)		114
Loss for the year		3,558			(323	)		(2,066	)		-		(9,196	)		(8,027	)		69			(7,958	)

F- 19

 

b) Segment net assets

Net assets by reportable segment are as follows:

As at June 30, 2023	Critical Power			Solar		Electric			Sustainable Energy			Corporate
(US dollars in thousands)	Services			Development		Vehicles			Solutions			Office			Total
Assets		18,034			12,726		17,493			10,343			2,819			61,416
Liabilities		(15,539	)		-		(7,564	)		(645	)		(33,921	)		(57,670	)
Net assets/(liabilities)		2,495			12,726		9,929			9,698			(31,102	)		3,746

As at June 30, 2022	Critical Power			Solar			Electric			Sustainable Energy			Corporate
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Total
Assets		30,878			22,505			14,202			1,170			903			69,657
Liabilities		(13,452	)		(377	)		(4,528	)		(485	)		(29,200	)		(48,042	)
Net assets/(liabilities)		17,426			22,128			9,673			685			(28,297	)		21,615

As at June 30, 2021	Critical Power			Solar			Electric			Sustainable Energy		Corporate
(US dollars in thousands)	Services			Development			Vehicles			Solutions		Office			Total
Assets		35,604			24,693			9,027			-		7,188			76,512
Liabilities		(9,442	)		(767	)		(2,093	)		-		(23,792	)		(36,094	)
Net assets/(liabilities)		26,162			23,926			6,934			-		(16,604	)		40,418

5. Other gains/(losses) 

	Year Ended June 30
(US dollars in thousands)	2023		2022			2021
Australia solar projects		30		23			(165	)
ISS Joint Venture - 50% share of discontinued projects		-		-			(6,950	)
Gain on acquisition of remaining 50% ISV from ISS		-		-			7,848
Other gains/(losses)		-		(36	)		36
Total other gains/(losses)		30		(13	)		769

The Company recorded a net loss for solar projects in Australia, related primarily to the sale of its 50% interest in the Yoogali Solar Farm on June 1, 2021. The loss on sale of $0.2 million comprised disposal of $0.2 million net book value of intangible assets. Additionally, the Company recognized $0.1 million gain on the disposal of Daisy Hill.

The Company recorded a loss of $7.0 million in respect of its share of discontinued Solar Development projects in the joint venture, Caret, prior to acquisition of the remaining 50% interest by the Company on June 30, 2021.

On June 30, 2021, the Company completed its acquisition of the remaining 50% share in Caret. As detailed in Note 12.b, the difference between consideration of $5.4 million, being the fair value of pre-acquisition equity interest held by VivoPower, and fair value of acquired net assets of $13.2 million, resulted in a gain of $7.8 million. Results of operations for the portfolio are reported within the Solar Development segment.

F- 20

 

6. Other income

The Australian government’s Jobkeeper allowance helped keep Australian citizens in jobs and supported businesses affected by the significant economic impact of the COVID-19 pandemic. The allowance is included in other income and recognized in the period that the related costs, for which it is intended to compensate, are expensed. There are no unfulfilled conditions or other contingencies attaching to these grants. The Group did not benefit directly from any other forms of government assistance. This also includes a previous year deposit which was refunded in March 2023.

7. Operating profit/(loss)

Operating profit/(loss) from continuing operations is stated after charging/(crediting):

	Year Ended June 30
(US dollars in thousands)	2023			2022		2021
Amortization of intangible assets		831			850		815
Depreciation of property, plant and equipment		750			770		638
Auditors' remuneration - audit fees		218			177		163
Auditors' remuneration - tax services		8			12		12
Directors' emoluments		719			693		676
(Gain)/loss on disposal of assets		(30	)		13		(769	)

8. Restructuring and other non-recurring costs

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Corporate restructuring - professional fees		200			189			179
Corporate restructuring - litigation provision		-			(128	)		2,039
Fiscal refunds provision		1,768			-			-
Impairment and write-off		422			-			-
Remediation		(361	)		382			-
Relocation		-			-			27
Acquisition related and other costs		55			-			632
Total		2,084			443			2,877

In the year ended June 30, 2023, the Company incurred non-recurring costs related to a provision in respect of fiscal refunds on prior receivables, which the Company is defending of $1.8 million, restructuring activities of $0.2 million and provision for inventory obsolescence and write-off of bad debts of $0.4 million, offset by $0.4 million release of remediation provision.

In the year ended June 30, 2022, the Company incurred non-recurring costs related to restructuring activities of $0.2 million and one-off remediation expenses of $0.4 million, offset by $0.1 million release of unutilized provision related to the Comberg Claims.

In the year ended June 30, 2021, the Company also incurred non-recurring costs for legal, accounting, tax advisory and due diligence costs of $0.6 million related to the acquisition of Tembo e-LV in November 2020.

Restructuring and other non-recurring costs by nature are one-time incurrences, and therefore, do not represent normal trading activities of the business. These costs are disclosed separately in order to draw them to the attention of the reader of the financial information and enable comparability in future periods.

In FY 2021, the Board undertook a strategic restructuring of the business to align operations, personnel, and business development activities to focus on a fewer number of areas of activity. Associated with this restructuring was the departure of a number of employees and contractors from the business. The workforce reduction cost represents the total salary, benefit, severance, and contract costs paid in the year or accruing to these individuals in the future for which no services will be rendered to the Company. Professional fees represent legal fees incurred to resolve certain disputes related to some of these separations in both the current and prior year. 

9. Staff numbers and costs

The average number of employees (including directors) during the period was:

	Year Ended June 30
	2023		2022		2021
Sales and Business Development		11		13		13
Central Services and Management		18		29		35
Production		64		212		164
Total		93		254		212

F- 21

 

Their aggregate remuneration costs comprised:

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021
Salaries, wages and incentives		5,465		15,372		14,550
Social security costs		430		730		795
Pension contributions		369		844		850
Short-term compensated absences		366		1,277		1,200
Total		6,630		18,223		17,395

Directors’ emoluments for the year ended June 30, 2023 were $347,179 (year ended June 30, 2022: $376,043; year ended June 30, 2021: $675,807) of which the highest paid director received $81,819 (year ended June 30, 2022: $91,029; year ended June 30, 2021: $92,119). Director emoluments include employer social security costs. 

Key Management Personnel:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Salaries, wages and incentives		1,120		1,578		1,949
Social security costs		38		151		101
Pension contributions		60		114		64
Equity incentives		-		392		244
Short-term compensated absences		-		-		2
Total		1,218		2,235		2,361

Key management personnel are those below the Board level that have a significant impact on the operations of the business. The number of key management personnel, including directors for the year ended June 30, 2023 was 10 (year ended June 30, 2022: 10; year ended June 30, 2021: 10).

10. Finance income and expense

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Finance income
Foreign exchange gain		1,150		173		2,176
Interest income		6		-		-
Total finance income		1,156		173		2,176

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Finance expense
Related party loan interest payable		3,801		3,351		1,986
Convertible loan notes and preference shares interest payable		254		217		1,228
Waived dividends on convertible preference shares		-		-		(327	)
Waived dividends on convertible loan notes		-		-		(668	)
Debtor invoice finance interest payable		100		24		7
Lease liability interest payable		171		133		42
Bank interest payable		47		3		-
Foreign exchange losses		2,704		4,709		92
Other finance costs		289		167		90
Total finance expense		7,366		8,604		2,450

F- 22

 

11. Taxation

(a) Tax (charge)/credit

	Year Ended June 30
	2023								2022								2021
(US dollars in thousands)	Continuing			Discontinued		Total			Continuing			Discontinued		Total			Continuing			Discontinued			Total
Current tax
UK corporation tax		-			-		-			(52	)		-		(52	)		-			-			-
Foreign tax		(924	)		-		(924	)		818			-		818			(825	)		(24	)		(849	)
Total current tax		(924	)		-		(924	)		766			-		766			(825	)		(24	)		(849	)
Deferred tax
Current year
UK tax		-			-		-			(96	)		-		(96	)		(51	)		-			(51	)
Foreign tax		382			-		382			1,297			149		1,446			1,014			-			1,014
Total deferred tax		382			-		382			1,201			149		1,350			963			-			963
Total income tax		(541	)		-		(541	)		1,968			149		2,117			138			(24	)		114

The difference between the total tax charge and the amount calculated by applying the weighted average corporation tax rates applicable to each of the tax jurisdictions in which the Group operates to the profit before tax is shown below.

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Loss before income tax before continuing operations		(17,604	)		(23,397	)		(8,165	)
Group weighted average corporation tax rate		29.1	%		26.6	%		22.2	%
Tax at standard rate		5,118			6,224			1,813
Effects of:
Expenses that are not deductible for tax purposes								(833	)
Adjustment to prior year tax provisions								137
Deferred tax assets not recognized on tax losses		(5,660	)		(4,256	)		(979	)
Total income tax from continuing operation for the period recognized in the
Consolidated Statement of Comprehensive Income		(541	)		1,968			138

(b) Deferred tax

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Deferred tax assets		5,136			4,668			2,495
Deferred tax liabilities		(2,232	)		(1,234	)		(411	)
Net deferred tax asset		2,904			3,434			2,084

The deferred tax assets are analyzed as follows:

Deferred tax assets	Tax losses		Other timing differences			Total
June 30, 2020		814		533			1,347
Credit to comprehensive income		776		109			885
Acquisitions		263		-			263
June 30, 2021		1,853		642			2,495
Credit/(charged) to comprehensive income		2,227		(54	)		2,173
June 30, 2022		4,080		588			4,668
Credit to comprehensive income		196		272			468
June 30, 2023		4,276		860			5,136

F- 23

 

The deferred tax liabilities are analyzed as follows:

Deferred tax liabilities	Accelerated allowances		Other timing differences			Total
June 30, 2020		-		-			-
Charged to comprehensive income		-		78			78
Acquisition of subsidiary		-		(489	)		(489	)
June 30, 2021		-		(411	)		(411	)
Charged to comprehensive income		-		(823	)		(823	)
June 30, 2022		-		(1,234	)		(1,234	)
Charged to comprehensive income				(998	)		(998	)
June 30, 2023		-		(2,232	)		(2,232	)

Deferred tax has been recognized in the current period using the tax rates applicable to each of the tax jurisdictions in which the Group operates. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities.

12. Business Combination

(a) Tembo e-LV

On November 5, 2020, VivoPower International PLC acquired 51% of the ordinary issued share capital of Tembo e-LV B.V. a specialist battery-electric and off-road vehicle company located in the Netherlands. The non-controlling interest representing 49% of the ordinary issued share capital was acquired on February 2, 2021.

Purchase consideration
(Amounts in thousands)	EUR		USD
Cash consideration for 51% acquisition		4,000		4,916

The fair value of the identifiable assets and liabilities recognized, as a result of the acquisition, are as follows:

(Amounts in thousands)	EUR			USD
Cash and cash equivalents		4,021			4,942
Trade and other receivables		100			123
Inventory		594			730
Property, plant and equipment (Note 13)		167			206
Deferred tax asset (Note 11)		214			263
Trade and other payables		(541	)		(665	)
Related party payable		(1,024	)		(1,259	)
Other non-current liabilities		(181	)		(222	)
Deferred income		(578	)		(711	)
Deferred tax liability (Note 11)		(398	)		(489	)
Remediation provision		(282	)		(336	)
Fair value of identifiable net assets acquired		2,092			2,582
Non -controlling interests (49%)		(1,025	)		(1,260	)
Net assets acquired		1,067			1,322
Cash consideration for 51% acquisition		4,000			4,916
Surplus on acquisition:		2,933			3,594
Allocated of surplus:
Goodwill (Note 14a)		1,340			1,698
Other intangible assets (Note 14b)		1,593			1,896
		2,933			3,594

F- 24

 

Acquisition of Non-controlling interest:	EUR			USD
Cash paid		1,800			2,173
Ordinary Shares issued		197			237
Total consideration for non-controlling interest		1,997			2,410
Non-controlling interest acquired:
At acquisition		(1,025	)		(1,259	)
Loss attributable to non-controlling interest		319			387
At date of acquisition of non-controlling interest		(706	)		(873	)
Surplus on acquisition of non-controlling interests		1,291			1,538

Purchase consideration - cash outflow
(Amounts in thousands)	EUR		USD
Outflow of cash to acquire subsidiary, net of cash acquired
Cash consideration - 51%		4,000		4,916
Cash consideration - 49%		1,800		2,173
Less: Balances acquired
Cash		4,021		4,942
Net outflow of cash - investing activities		1,779		2,147

Acquisition-related costs of $0.6 million that were not directly attributable to the issue of shares are included within restructuring and other non-recurring costs in the income statement, and in operating activities in the cash flow statement.

Goodwill represents the value of gaining immediate access to an established business in the Electric Vehicles market, including the skilled workforce, which are not separately recognized and do not meet the criteria for recognition as an intangible asset under IAS 38. None of the goodwill recognized is expected to be deductible for income tax purposes. Separately recognized intangible assets acquired comprise $1.5 million of customers contracts and $0.4 million of trade names, based on a purchase price allocation performed by management.

Customer contracts are valued in years 1-5 include revenue from acquired customer relationships representing 25% of total revenue, average attrition rate 25% per annum, average EBIT 3.7%, weighted average cost of capital 13.0%. Trade names are valued using a relief from royalty method of the income valuation approach over a 6-year life based on a 5% industry average royalty rate.

The Company recognizes non-controlling interests in an acquired entity at the non-controlling interests' proportionate share of the acquired entity's identifiable net assets.

The non-controlling interest representing 49% of the ordinary issued share capital, comprising $1.3 million at acquisition, less $0.4 million loss recorded in the profit and loss account between November 5, 2020 and February 2, 2021, total $0.9 million, was acquired by the Company on February 2, 2021, for $2.2 million cash and 15,793 shares in the Company ($0.2 million). The $1.5 million difference between consideration and acquired non-controlling interest was debited directly to equity.

The remediation provision recognized was a present obligation of Tembo e-LV immediately prior to the business combination. The execution of the remediation was not conditional upon it being acquired by the Company.

From the date of acquisition to June 30, 2021, Tembo contributed $1.4 million of revenue and $2.8 million of loss before tax from continuing operations. If the acquisition had taken place at the beginning of the fiscal year 2021, Group revenue from continuing operations would have been $41.1 million and loss before tax from continuing operations would have been $8.3 million.

(b) ISS Joint Venture

On June 30, 2021, the Company purchased the remaining 50% share of ISV from ISS for a consideration of $1, as part of the litigation settlement with the other 50% joint venture owners, plus the $5.4 million fair value of pre-acquisition equity interest held by the Company.

F- 25

 

Fair value of net assets acquired included capitalized project expenses and were recorded at fair value.

The acquisition resulted in a bargain purchase of $7.8 million as a result of the litigation settlement and is recognized in the Statement of Comprehensive Income within gain/(loss) on Solar Development as set out in Note 5.

(US dollars in thousands)
Purchase consideration
Cash		-
Fair value of pre-acquisition equity interest		5,393
Total consideration		5,393
Less: Fair value of acquired net assets:
Cash	2
Deposits	991
Capitalized project development expenses (Note 14b)	12,248
		13,241
Gain on bargain purchase - included in gain/(loss) on SES development (Note 5)		7,848

No revenue or profit or loss has been recognized since the acquisition date.

The net cash flow resulting from the acquisition was $ nil.

13. Property, plant and equipment

(US dollars in thousands)	Computer Equipment			Motor Vehicles			Plant & Equipment			Fixtures & Fittings			Right-of-Use Assets			Total
Cost
At June 30, 2020		476			1,363			1,232			195			2,283			5,549
Foreign exchange		41			145			26			18			196			426
Additions		125			230			395			6			182			938
Acquisition		-			4			114			-			88			206
Disposals		(80	)		(174	)		(156	)		(97	)		(58	)		(565	)
At June 30, 2021		562			1,568			1,611			122			2,691			6,554
Foreign exchange		(41	)		(154	)		(146	)		(10	)		(214	)		(565	)
Additions		28			184			343			209			2,470			3,234
Disposals		-			(150	)		(48	)		-			(53	)		(251	)
Reclass to assets held for sale		(231	)		(1,015	)		(320	)		(74	)		(1,295	)		(2,935	)
At June 30, 2022		318			433			1,440			247			3,599			6,037
Reclassifications/corrections		-			-			-			-			(707	)		(707	)
Foreign exchange		(10	)		(23	)		(32	)		(9	)		(43	)		(117	)
Additions		36			92			558			10			239			935
Disposals		(37	)		(39	)		(250	)		-			(54	)		(380	)
At June 30, 2023		307			463			1,716			248			3,034			5,768

(US dollars in thousands)	Computer Equipment			Motor Vehicles			Plant & Equipment			Fixtures & Fittings			Right-of-Use Assets			Total
Depreciation
At June 30, 2020		373			836			747			86			1,021			3,063
Foreign exchange		31			85			70			8			77			271
Charge for the year		66			206			167			8			642			1,089
Disposals		(71	)		(157	)		(112	)		(46	)		(58	)		(444	)
At June 30, 2021		399			970			872			56			1,682			3,979
Foreign exchange		(33	)		(95	)		(93	)		(6	)		(167	)		(394	)
Charge for the year (including discontinued operations)		69			186			179			22			752			1,208
Disposals		-			(131	)		(9	)		-			(53	)		(193	)
Reclass to assets held for sale		(197	)		(719	)		(232	)		(43	)		(1,115	)		(2,306	)
At June 30, 2022		238			211			717			29			1,099			2,294
Reclassifications/corrections		-			-			-			-			(685	)		(685	)
Foreign exchange		(5	)		(10	)		(18	)		(1	)		(29	)		(63	)
Charge for the year		48			90			179			22			411			750
Disposals		(26	)		(28	)		(171	)		-			(45	)		(270	)
At June 30, 2023		255			263			707			50			751			2,026

The non-solar segment of Kenshaw Solar Pty Ltd was sold on July 1, 2022 and was reported in the prior period as a discontinued operation. Revenues relating to the discontinued operation in the year ended June 30, 2022 amounted to $15.2 million ( June 30, 2021: $15.2 million). The total expenses in the year ended June 30, 2022 amounted to $14.4 million ( June 30, 2021: $17.6 million).

F- 26

14. Intangible assets

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021 (restated)
Goodwill		17,697		18,269		25,794
Other intangible assets		24,478		21,308		21,151
Total		42,175		39,577		46,945

a) Goodwill

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
As at July 1		18,269			25,794			21,919
Reclassification to held for sale assets		-			(5,289	)		-
Goodwill on acquisition of Tembo		-			-			1,698
Foreign exchange		(572	)		(2,236	)		2,177
Carrying value		17,697			18,269			25,794

b)

The carrying amounts of goodwill by Cash Generating Unit (“CGU”) are as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Aevitas O Holdings Limited (allocated to the Critical Power Services segment)		6,946		7,222		13,658
VivoPower Pty Ltd (allocated to the Solar Development segment)		9,091		9,451		10,319
Tembo (allocated to the Electric Vehicle segment)		1,660		1,595		1,817
Total		17,697		18,269		25,794

The Group conducts impairment tests on the carrying value of goodwill and intangibles annually, or more frequently if there are any indications that goodwill might be impaired. The recoverable amount of the Cash Generating Unit (“CGU”) to which goodwill has been allocated is determined from value in use calculations. The key assumptions in the calculations are the discount rates applied, expected operating margin levels and long-term growth rates. Management estimates discount rates that reflect the current market assessments while margins and growth rates are based upon approved budgets and related projections.

The Group prepares cash flow forecasts using the approved budgets for the coming fiscal year and management projections for the following two years. Cash flows are also projected for subsequent years as management believe that the investment is held for the long term. These budgets and projections reflect management’s view of the expected market conditions and the position of the CGU’s products and services within those markets.

The CGU represented by Aevitas O Holdings Limited (being Critical Power Services) was assessed to have a value in excess of its carrying value and hence no additional adjustments to goodwill were considered necessary. Key assumptions used in the assessment of impairment were discount rate based on the weighted average cost of capital of 12% ( June 30, 2022: 11%; June 30, 2021: 10%) and annual growth rate of 3% per annum. 

The Sustainable Energy Solution ("SES") element of the CGU represented by VivoPower Pty Ltd goodwill was assessed to have a value in excess of its carrying value and hence no additional adjustments to goodwill were considered necessary. Key assumptions used in the assessment of impairment were weighted average cost of capital of 12.1% ( June 30, 2022: 11.3%; June 30, 2021: 10.7%), a rapid growth phase of the business in years 1 through 5 in tandem with the growth of Tembo, with an average of 50% of electric light vehicles sold by the Company in fleet sizes over 50 vehicles will be sold with an additional sustainable energy solution and with additional training services provided to partners and end-users.

The CGU represented by Tembo e-LV and subsidiaries was assessed to have a value in excess of its carrying value. Key assumptions used in the assessment of impairment were discount rate based on the weighted average cost of capital of 12% and average annual growth rate of 31% per annum in years 2-5. Growth rates reflect commencement of planned series production at volume during the 5 year period, as the product development project is completed for the current variant, to meet customer demand per sales agreements of over 15,000 units  with international distribution partners, including Acces, Bodiz, GHH, ETC, Ulti-Mech, Petrosea and Fourche Maline. No sensitivity analysis is provided as the Company expects no foreseeable changes in the assumptions that would result in impairment of the goodwill.

The CGU represented by Caret solar projects was assessed to have a value in excess of its carrying value and hence no adjustments to capitalized development costs were considered necessary. Key assumptions used in the assessment of impairment were weighted average cost of capital of 12.9%, $4 million free cash flow from project sales in years 1-4, $14.4 million development fees from power-to-x partnerships.

F- 27

 

(b) Other intangible assets

(US dollars in thousands)	Customer Relationships			Trade Names			Favorable Supply Contracts			Solar Projects			Product Development			Other Intangible Assets			Total Intangible Assets
Cost
At June 30, 2020		4,382			2,399			4,099			-			-			156			11,036
Foreign exchange		411			225			385			-			-			13			1,034
Additions		46			-			-			-			513			-			559
Acquisitions		1,492			404			-			12,248			-			-			14,144
Disposals		(550	)		-			-			-			-			-			(550	)
Prior year restatement		-			-			-			(504	)		-			-			(504	)
At June 30, 2021 restated		5,781			3,028			4,484			11,744			513			169			25,719
Foreign exchange		(542	)		(271	)		(376	)		-			(63	)		(13	)		(1,265	)
Additions		-			-			-			878			3,355			19			4,252
Acquisitions		-			-			-			-			-			-			-
Disposals		-			(9	)		-			-			-			-			(9	)
Reclass to Assets held for sale		(2,687	)		(1,385	)		-			-			-			-			(4,072	)
At June 30, 2022 restated		2,552			1,363			4,108			12,622			3,805			175			24,625
Foreign exchange		4			(25	)		(157	)		-			302			(1	)		123
Additions		-			-			-			103			3,725			29			3,857
Acquisitions		-			-			-			-			-			-			-
Disposals		-			-			-			(47	)		-			-			(47	)
At June 30, 2023		2,556			1,338			3,951			12,678			7,832			203			28,558

Amortization	Customer Relationships			Trade Names			Favorable Supply Contracts			Solar Projects		Product Development			Other			Total
At June 30, 2020		1,405			572			978			-		-			151			3,106
Foreign exchange		131			54			92			-		-			18			295
Amortization		622			229			298			-		18			-			1,167
At June 30, 2021		2,158			855			1,368			-		18			169			4,568
Foreign exchange		(208	)		(79	)		(115	)		-		(2	)		(13	)		(417	)
Amortization		405			181			274			-		-			-			860
Disposals		-			-			-			-		-			-			-
Reclass to Assets held for sale		(1,232	)		(462	)		-			-		-			-			(1,694	)
At June 30, 2022		1,123			495			1,527			-		16			156			3,317
Foreign exchange		(1	)		(8	)		(61	)		-		2			-			(68	)
Amortization		385			137			266			-		43			-			831
Disposals		-			-			-			-		-			-			-
At June 30, 2023		1,507			624			1,732			-		61			156			4,080

Net book value	Customer Relationships		Trade Names		Favorable Supply Contracts		Solar Projects		Product Development		Other		Total
At June 30, 2021 restated		3,623		2,173		3,116		11,744		495		-		21,151
At June 30, 2022 restated		1,429		868		2,581		12,622		3,789		19		21,308
At June 30, 2023		1,049		714		2,219		12,678		7,771		47		24,478

F- 28

 

Customer relationships, trade names and favorable supply contracts have an average remaining period of amortization of 7 years, 10 years and 10 years respectively. Solar projects and electric vehicle product development costs are incomplete and not generating revenue and therefore are not amortized in FY2023.

Additions for the year comprise $3.7 million electric vehicle product development costs in Tembo and $0.4 million of solar project development costs in Caret. $2.1 million net book value of customer relationship and trade name intangible assets of Aevitas Solar ex-solar business sold to ARA in July 2022, was reclassified out of intangible assets into assets held for sale as at June 30, 2022. The prior year restatement in the year 30 June 2021 relates to the reclassification of deposits originally reported within intangible assets.

15. Investment in subsidiaries

The principal operating undertakings in which the Group’s interest at  June 30, 2023 is 20% or more are as follows:

Subsidiary Undertakings	Percentage of shares held			Registered address
VivoPower International Services Limited		100	%	28 Esplanade, St Helier, Jersey, JE2 3QA
VivoPower USA, LLC		100	%
VivoPower US-NC-31, LLC		100	%
VivoPower US-NC-47, LLC		100	%	251 Little Falls Drive, Wilmington, DE,
VivoPower (USA) Development, LLC		100	%	USA 19808
Caret, LLC (formerly Innovative Solar Ventures I, LLC)		100	%
Caret Decimal, LLC		100	%
VivoPower Pty Ltd		100	%
Aevitas O Holdings Pty Ltd		100	%
Aevitas Group Limited		100	%
Aevitas Holdings Pty Ltd		100	%	153 Walker St, North Sydney NSW, Australia 2060
Electrical Engineering Group Pty Limited		100	%
Kenshaw Solar Pty Ltd (formerly J.A. Martin Electrical Pty Limited)		100	%
Kenshaw Electrical Pty Limited		100	%
Tembo EV Australia Pty Ltd		100	%
VivoPower Philippines Inc.		64	%	Unit 10A, Net Lima Building, 5th Avenue cor. 26th Street,
VivoPower RE Solutions Inc.		64	%	E-Square Zone, Crescent Park West, Bonifacio Global City,
V.V.P. Holdings Inc. *		40	%	Taguig, Metro Manila
Tembo e-LV B.V.		100	%
Tembo 4x4 e-LV B.V.		100	%	Marinus van Meelweg 20, 5657 EN, Eindhoven, NL
FD 4x4 Centre B.V.		100	%
VivoPower International IMEA DMCC		100	%	Unit 4522, DMCC Business Centre, Level No 1, Gemplex 3, Dubai, UAE

* V.V.P. Holdings Inc. is controlled by VivoPower Pty Ltd, notwithstanding only owning 40% of the ordinary share capital.

16. Investments accounted for using the equity method

In April 2017, the Company entered into a 50% joint venture with an early-stage solar development company, ISS, to develop a diversified portfolio of 38 utility-scale solar projects in 9 different states, representing a total electricity generating capacity of approximately 1.8 gigawatts, through an investment entity called Caret, LLC (the “ISS Joint Venture”).

Under the terms of the ISS Joint Venture, the Company committed to invest $14.1 million in the ISS Joint Venture for its 50% equity interest, after reducing the commitment by $0.8 million in potential brokerage commissions that have not been required and which have been credited towards the Company’s commitment. The $14.1 million commitment was allocated to each of the projects based on monthly capital contributions determined with reference to completion of specific project development milestones under an approved development budget for the ISS Joint Venture. To June 29, 2021, the Company contributed $13.1 million of the $14.1 million commitment to the ISS Joint Venture, leaving a remaining capital commitment at June 30, 2021, of $1.1 million, which was recorded in trade and other payables. 20 projects within the portfolio were discontinued in the year ended June 30, 2021, resulting in a write off of capitalized costs of $7.0 million related to those projects.

F- 29

 

The joint venture was accounted for as an investment under the equity method at March 31, 2018. During the year ended March 31, 2019, the Company made the decision to sell its portfolio of solar projects held within the ISS Joint Venture, and the Joint Venture assets were reclassified as assets held for sale. In the year ended June 30, 2020, sale of the entire portfolio was not successful, and the Company commenced a process to take control of the portfolio from the Joint Venture partner, which was expected to result in a slower project realization timeframe. Accordingly, the portion of the investment that was expected to be realized in near term sales within 12 months remained in assets held for sale, whereas the remainder of the portfolio was reclassified back to investments accounted for under the equity method.

On June 30, 2021, the Company acquired the remaining 50% of Caret from ISS, for a consideration of $1. Accordingly, the book value of $8.1 million of the investments accounted for using the equity method have been derecognized upon acquisition, and the fair value of 100% of the consolidated capitalized project development costs recorded as an intangible asset upon acquisition, as detailed in Note 12b.

Reconciliation of the ISS Joint Venture investment is as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Capital commitment		-		-		-
Commission credit		-		-		-
Discontinued projects		-		-		-
Acquisition costs		-		-		-
Total		-		-		-

Allocation of the net book value of the equity accounted investment in the ISS Joint Venture, between current assets held for sale, and non-current investments (as disclosed in Note 16), until acquisition and consolidation on June 30, 2021, was as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Assets classified as held for sale		-		-		-
Investments accounted for using the equity method		-		-		-
Total		-		-		-

The table below provides summarized financial information for the ISS Joint Venture. The information disclosed reflects the amounts presented in the financial statements of ISS Joint Venture, amended to reflect adjustments made by the Company when using the equity method, including fair value adjustments and modifications for differences in accounting policy. The summarized financial information for the ISS Joint Venture does not represent the Company’s share of those amounts.

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Current assets		-		-		-
Non-current assets		-		-		-
Total		-		-		-

Reconciliation to carrying amounts of the ISS Joint Venture:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Opening net assets		-		-		24,390
Commission credit		-		-		-
Commission credit on abandonments		-		-		-
Sundry income		-		-		-
Project swaps		-		-		-
Abandoned projects		-		-		(13,900	)
Acquisition of controlling interest		-		-		(10,490	)
Net assets		-		-		-
VivoPower share in %		N/A		N/A		50	%
VivoPower share in $ (excluding funding obligation)		-		-		-
Commission credit		-		-		-
Acquisition costs		-		-		-
Net Assets		-		-		-

F- 30

 

17. Cash and cash equivalents

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Cash at bank and in hand		553		1,285		8,604

The credit ratings of the counterparties with which cash was held are detailed in the table below.

	Year Ended June 30
(US dollars in thousands)	2023			2022		2021
A+		(12	)		171		5,423
A		-			-		-
A-		2			2		2
AA-		563			1,112		3,179
Total		553			1,285		8,604

18. Restricted cash

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Bank guarantee security deposit		608		1,195		1,140

At June 30, 2023, there is a total of $0.6 million ( June 30, 2022, $1.2 million ; June 30, 2021$1.1 million) of cash which is subject to restriction as security for bank guarantees provided to customers in support of performance obligations under power services contracts.

19. Trade and other receivables

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021 (restated)
Current receivables
Trade receivables		1,649		3,866		4,959
Contract assets		893		694		2,723
Prepayments		277		787		2,837
Other receivables		4,027		3,055		1,580
Deposits		-		504		504
Current tax receivable		175		182		182
Total		7,021		9,088		12,785

The prior year restatements in the years ending 30 June 2021 and 2022 relate to $0.5 million of deposits that were originally reported within intangible assets and have been reclassified to current assets and $0.4 million of inventory that was originally reported within other receivables.

In accordance with IFRS 15, contract assets are presented as a separate line item. The Company has not recognized any loss allowance for contract assets.

F- 31

 

Analysis of trade receivables:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Trade and other receivables		1,649		3,866		4,959
Less: credit note provision		-		-		-
Total		1,649		3,866		4,959

The maximum exposure to credit risk for trade receivables by geographic region was: 

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
United States		-		-		-
United Kingdom		-		-		-
Australia		1,451		2,684		4,349
Netherlands		198		1,181		610
Total		1,649		3,866		4,959

The aging of the trade receivables, net of provisions is:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
0-90 days		1,410		3,306		4,918
Greater than 90 days		239		560		41
Total		1,649		3,866		4,959

20. Inventory

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021 (restated)
Raw materials		2,115		1,887		1,968
Total		2,115		1,887		1,968

The prior year restatements in the years ending 30 June 2021 and 2022 relate to $0.4 million of inventory that was originally reported within other receivables.

21. Assets classified as held for sale

				Year Ended June 30
(US dollars in thousands)	% Owned			2023		2022		2021
Kenshaw Solar Pty Ltd (formerly J.A. Martin Electrical Pty Limited) - ex solar		100	%		-		8,214		-
Total					-		8,214		-

The ex-solar operations of Kenshaw Solar Pty Ltd were sold to ARA on July 1, 2022. As disclosed in note 22, the assets and liabilities of the disposed operation met the definition of discontinued operation under IFRS 5 at June 30, 2022. Accordingly, assets and liabilities of the discontinued operation were reclassified to assets and liabilities held for sale as at June 30, 2022. As detailed in note 22, assets held for sale of $8.2 million as at June 30, 2022 comprised goodwill $5.3 million, intangible assets $2.1 million, property, plant and equipment $0.6 million and trade and other receivables $0.2 million. Following sale completion, the assets held for sale were disposed of, as detailed in note 22.

F- 32

 

22. Discontinued operation

On July 1, 2022, the ex-solar operations of Kenshaw Solar Pty Ltd were sold to ARA. As the intention to sell and process to locate a buyer for the business was initiated prior to June 30, 2022, but the sale only became definitive on July 1, 2022, the results of the non-solar segment business of Aevitas Solar and adjustments to anticipated net realisable value of disposal assets and liabilities held for sale, were reported in discontinued operations in the year ended June 30, 2022. The associated assets and liabilities of the discontinued operation were presented as held for sale within current assets (see Note 21) and current liabilities as at June 30, 2022. Loss on disposal, including finalisation of sale price, including working capital adjustments on completion, and finalisation of the deferred consideration, are recorded in discontinued operations in the year ended June 30, 2023.

Financial information relating to the discontinued operation for the period to the date of disposal is set out below:

Financial performance and cash flow information

The financial performance and cash flow information presented are for the years ended June 30, 2023, 2022 and 2021:

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Revenues		-			15,168			16,436
Other income		-			324			552
Loss on disposal of business		(4,207	)		-			-
Expenses		-			(16,266	)		(16,895	)
(Loss)/profit before income tax		(4,207	)		(774	)		92
Income tax expense		-			149			(23	)
(Loss)/gain from discontinued operations		(4,207	)		(625	)		69
Net cash (outflow)/inflow from operating activities		(4,207	)		(625	)		69
Net cash inflow/(outflow) from investing activities		-			-			-
Net cash inflow/(outflow) from financing activities		-			-			-
Net (decrease)/increase in cash generated by subsidiary		(4,207	)		(625	)		69

Assets and liabilities of disposal group as held for sale

The following assets and liabilities were reclassified as held for sale in relation to the discontinued operations as at June 30, 2022 and subsequently disposed of in the year ended June 30, 2023:

	Year Ended June 30
(US dollars in thousands)	2023		2022
Assets classified as held for sale
Trade and other receivables		-		239
Property, plant and equipment		-		629
Goodwill		-		5,289
Intangible assets		-		2,056
Total assets of disposal group classified as held for sale		-		8,214
Liabilities directly associated with assets classified as held for sale
Trade and other payables		-		91
Provisions - current		-		1,126
Lease liabilities - current		-		157
Provisions - non-current		-		74
Lease liabilities - non-current		-		49
Total liabilities of disposal group classified as held for sale		-		1,497

F- 33

 

	USD 000			AUD 000
Consideration received or receivable
Cash		2,874			4,336
Fair value of contingent consideration		624			941
Less costs to sell		(362	)		(525	)
Total disposal consideration		3,136			4,752
Estimated carrying amount of net assets sold		6,989			10,143
Loss on sale		(3,854	)		(5,391	)

Disposal consideration comprised cash purchase price including completion working capital adjustments of $2.9 million (A$4.3 million). Initial estimate of fair value of deferred contingent consideration of $4.5 million, as recorded in July 2022, payable 12 months after completion, applied a contracted 4.5x multiple to year 1 forecast EBITDA of AUD$2.7 million, discounted at 10% to net present value, less purchase price paid. The final deferred consideration of $0.6 million (A$ 0.9 million) was received in August 2023. Costs to sell comprised advisory fees of $0.4 million (A$0.5 million). Net book value of net assets sold was $7.0 million (A$10.1 million), resulting in a loss on disposal of $3.9 million (A$5.4 million).

Reconciliation of adjusted loss on sale	USD 000		AUD 000
Gain on sale - as estimated at June 30, 2022	34		50
Cash consideration adjustment	378		529
Fair value of contingent consideration adjustment	(3,965	)	(5,548	)
Cost to sell adjustment	(18	)	(25	)
Carrying amount of net assets sold adjustment	(283	)	(397	)
Loss on sale	(3,854	)	(5,391	)

23. Trade and other payables

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021
Current trade and other payables
Trade payables		7,725		5,692		4,324
Shares to be issued		2,500		-		-
Accruals		1,321		4,322		648
Related party payable		-		477		-
Payroll liabilities		2,077		2,210		1,413
Sales tax payable		116		949		624
Deferred income		318		974		1,129
Other creditors		540		833		778
Total current trade and other payables		14,597		15,457		8,917
Non-current other payables
Non-current accrued interest		6,129		-		-
Non-current accrued loan and other fees		314		-		-
Total non-current other payables		6,443		-		-

In accordance with IFRS 15 – Revenue from Contracts with Customers, deferred income is presented as a separate line item. Deferred income relates to the Company’s obligation to transfer goods or services to customers for which the Company has received consideration (or the amount is due) from customers. Deferred income is recorded as revenue when the Company fulfils its performance obligations under the contract.

Of the $1.0 million deferred income balance at June 30, 2022, $0.9 million was recognized as revenue in the year ended June 30, 2023. $0.9 million of the $1.1 million deferred income balance at June 30, 2021 was recognized as revenue in the year ended  June 30, 2022. It is expected that the total $0.3 million deferred income balance will be included in revenue in the year ending  June 30, 2024.

Non-current accrued interest relates to interest on AWN related party loans, where pursuant to amendments to loan terms agreed on June 30, 2023, obligations to pay accrued interest on all loans except bridging loans issued after December 31, 2022 are deferred until April 30, 2025. 

The restatement in the year ended 30 June 2022 relates to $0.4m of expenses reclassified from the year ended 30 June 2023 that had not been accrued for in the year ended 30 June 2022.

F- 34

 

24. Provisions

	As at June 30
(US dollars in thousands)	2023		2022		2021
Current provisions
Employee entitlements		502		635		1,802
Fiscal		1,174
Litigation		-		-		485
Warranty		102		116		209
Remediation		-		353		306
Total current provisions		1,778		1,104		2,802
Non-current provisions
Employee entitlements		76		57		165
Total non-current provisions		76		57		165
Total provisions		1,854		1,161		2,967

Employee entitlements include long term leave and vacation provisions. $1.13 million provisions and $0.07 million long-term provisions relating to discontinued ex-solar J.A. Martin operations were reclassified to liabilities held for sale in current liabilities, as at June 30, 2022.

The fiscal provision comprises a provision in respect of fiscal refunds on prior receivables, which the Company is defending.

The remediation provision comprised additional work required on electric vehicles, comprising a combination of remediation, testing or conversion of drivetrains to 72kwH. No further remediation work is anticipated that is separately identifiable from ongoing capitalized development activities, accordingly the provision has been released in FY2023.

Of the $0.5 million provision for disputed legal success fees recorded at June 30, 2021 in relation to litigation of the Company’s former Chief Executive Officer, Mr. Comberg, for alleged breach of contract, $0.4 million was utilized in the year ended June 30, 2022, whilst $0.1 million remained unused and was reversed in the year ended June 30, 2022.

Warranty provisions in Australia relate to the servicing of generators and is based on a percentage of revenue generated.

(US dollars in thousands)	Employee Entitlements			Remediation			Fiscal		Litigation			Warranty			Total
At June 30, 2021		1,967			306			-		485			210			2,967
Foreign exchange		(165	)		(37	)		-		-			(18	)		(221	)
Charged/(credited) to profit or loss:					-
Additional provisions		1,312			84			-					103			1,500
Reverse unused provisions		(35	)		-			-		(100	)		(142	)		(277	)
Disposals and transfers to AHFS		(1,200	)													(1,200	)
Unwinding of discount		6			-			-		-			-			6
Provisions utilized		(1,192	)		-			-		(385	)		(37	)		(1,614	)
At June 30, 2022		692			353			-		-			116			1,161
Foreign exchange		(27	)		8			-		-			(4	)		(23	)
Charged/(credited) to profit or loss:		-			-			1,174		-			-			1,174
Reverse unused provisions		(1	)		(361	)		-		-			(10	)		(372	)
Provisions utilized		(86	)		-			-		-			-			(86	)
At June 30, 2023		578			-			1,174		-			102			1,854

F- 35

 

25. Loans and borrowings

	As at June 30
(US dollars in thousands)	2023		2022		2021
Current liabilities
Debtor invoice financing		1,329		32		36
Lease liabilities		462		505		669
Shareholder loans		497		4,285		-
Chattel mortgage		89		142		88
Financing agreement		-		-		59
Bank loan		7		145		152
Total		2,384		5,109		1,004
Non-current liabilities
Lease liabilities		1,843		1,959		326
Shareholder loan		28,111		21,121		21,175
Chattel mortgage		50		264		244
Financing agreement		-		108		183
Bank loan		-		-		159
Total		30,004		23,452		22,087
Total		32,388		28,561		23,091

On June 30, 2021, the Company agreed a refinancing of its existing $21.1 million shareholder loan with AWN, with repayment of principal from January 1, 2023 in sixty monthly instalments of $0.35 million to loan maturity on December 31, 2027. The interest rate and line fee was agreed at 8% and 0.8% respectively, but no interest or line fee settlements were required until after a corporate liquidity event had occurred. In addition, the Company agreed to a refinancing fee of $0.34 million in two tranches ong June 30, 2022 and December 31, 2022. Security granted to AWN comprised of the Specific Security Deed and the General Security.

On June 30, 2022 further amendments to the loan were agreed with AWN:

(i) to defer repayment of principal to commence on October 1, 2023, with repayments over 60 months to September 30, 2028,

(ii) to defer interest payments from October 1, 2021, becoming due and payable on the earlier of a) completion by VivoPower of a debt or equity raise of at least $25 million, and b) October 1, 2023. 

(iii) to increase the interest rate and line fee to 10.00% and 2.00% per annum respectively during the period from October 1, 2021 to the earlier of a) September 30, 2023 or b) the date a minimum prepayment of $1,000,000 is made.

(iv) the initial refinancing fee of $0.34 million is to be amended to accrue incrementally at 1.6% per annum from July 1, 2021 and become payable at the earlier of a) $1.0 million prepayment being made or b) October 1, 2023.

(v) a new fixed facility extension fee of $0.355 million is payable in return for this amendment, to accrue immediately but becoming payable on October 1, 2023. 

On January 11, 2023, further amendments to the loan were agreed with AWN:

(i) to defer repayment of principal to commence on April 1, 2025, with repayments over 60 months to March 31, 2030.

(ii) to defer interest payments from October 1, 2023, becoming due and payable on the earlier of a) completion by VivoPower of a debt or equity raise of at least $25 million, and b) October 1, 2024. 

(iii) to extend the increased interest rate and line fee of 10.00% and 2.00% per annum respectively commenced on October 1, 2021 to the earlier of a) March 31, 2025 or b) the date a minimum Prepayment of $1,000,000 is made.

(iv) to extend the initial refinancing fee accruing incrementally at 1.6% per annum from July 1, 2021 and become payable at the earlier of a) $1.0 million prepayment being made or b) April 1, 2025. 

(v) to defer the repayment date of the previous fixed facility extension fee of $0.355 million, becoming payable on April 1, 2025. 

(vi) In addition to previously agreed refinancing fees, an additional $0.855 million fixed refinancing fee will accrue immediately and become payable on April 1, 2025.

On June 30, 2023, further amendments to the loan were agreed with AWN:      

(i) to defer interest payments from October 1, 2024 to April 1, 2025, and to replace the conditional requirement to repay accrued interest upon completion by VivoPower of a debt or equity raise of at least $25 million, with the conditional requirement to make repayments of interest and/or principal to meet the mandatory repayment schedule described in sections (ii) and (iii) below following a qualifying liquidity event. 

(ii) upon completion by VivoPower International PLC of a qualifying liquidity event of at least $5.0 million, Aevitas is required to make mandatory prepayment of principal and interest to AWN in accordance with the following schedule:

a) proceeds $5 million to $7.5 million - pay 25% of amounts raised;

b) proceeds $7.5 million to $12.5 million - pay $1.875 million plus 45% of amounts raised;

c) proceeds $12.5 million and above - pay $4.125 million plus 50% of amounts raised.

(iii) for the purposes of the mandatory prepayment requirement, a ‘qualifying liquidity event’ excludes direct investments into VivoPower’s subsidiary, Tembo, and debt raised in respect of working capital finance facilities, but includes:

a) equity or debt raise;

b) trade sale of underlying subsidiary or business unit (including, for example, Aevitas and Caret); and

c) loan repayment from Tembo to VivoPower.. 

(iv) as consideration for the concessions agreed with AWN, VivoPower International PLC committed to issue AWN with 500,000 warrants, with a duration of 12 months, at an exercise price of $0.67 per share.

F- 36

 

In December 2021, a short term loan of $1.1 million (A$1.5 million) was provided from AWN to Aevitas O Holdings Pty Limited at an interest rate of 10.0%, increasing to 12.5% from January 1, 2022. The loan is set to expire on April 1, 2025 (initially set as April 30, 2022, then extended on June 30, 2022, to October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower International PLC of a debt or equity raise of at least $25 million was dropped on June 30, 2023. Facility extension fees of $29,000 (A$40,000) and $43,500 (A$60,000) are payable upon maturity, relating to the two extensions respectively.

On February 22, 2022, a short term $3.0 million loan was provided from AWN to Aevitas, with interest rate of 10.00% per annum payable on the principal sum upon maturity. The loan is set to expire on April 1, 2025 (initially set as May 13, 2022, then extended on June 30, 2022, to October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower of a debt or equity raise of at least $25 million was dropped on June 30, 2023. Facility extension fees of $85,000 and $110,000 are payable upon maturity, relating to the two extensions respectively.

On December 22, 2022, a short term $3.0 million loan was provided from AWN to Aevitas, with interest rate of BBSY bid floating rate (on average 3.60% for the period from inception to June 30, 2023) plus fixed margin of 15.0% per annum payable on the principal sum upon maturity. A 1% facility establishment fee of $30,000 was deducted upon initial loan drawdown, and a further 3% exit fee of $90,000 is payable on expiry. The loan is set to expire on April 1, 2025 (initially set as October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower of a debt or equity raise of at least $25 million was agreed on January 11, 2023, then dropped on June 30, 2023. A facility extension fee of $115,000 is payable upon maturity. 

In February and March 2023, further short term loans of A$0.5 million and A$0.25 million were established between AWN and Aevitas, drawn down between February and May 2023. The loans have interest rate of BBSY bid floating rate plus fixed margin of 15.0% per annum payable on the principal sum upon maturity, with expiry dates of June 30, 2023. 1% facility establishment fees of total A$7,500 were deducted upon loan drawdowns, and further 3% exit fees of total A$22,500 are payable on expiry. On June 30, 2023, the expiry of the loans was amended to August 31, 2023.

Following the sale of ex-solar J.A. Martin operations on July 1, 2022, the J.A. Martin debtor finance facility was cancelled, but a new facility with a limit of A$2.5 million and variable interest rate (initial rate 7.75%) was opened by Kenshaw, as well as a trade finance facility of $0.5 million. The debtor finance facility was partially drawn down at June 30, 2023, with an outstanding balance of $1.3 million (A$2.0 million), due to timing of operating activities (nil: June 30, 2022).  

Lease liabilities have decreased by $0.2 million in the year to $2.3 million, following $0.2 million capitalization of a new right-of-use asset in June 2023 in Kenshaw Electrical Pty Ltd, on entry into a new lease of an additional workshop facility in Newcastle, New South Wales, offset by $0.3 million lease payments in the year. Depreciation expense on right-of-use assets and interest expense on associated lease liabilities for the year ended  June 30, 2023 amounting to $0.4 million and $0.2 million respectively, are recognized in the Consolidated Statement of Comprehensive Income. Total lease payments for the year ended  June 30, 2023 amounted to $0.5 million ( June 30, 2022: $0.4 million)

The obligations under lease liabilities are as follows:

	Minimum Lease Payments									Present Value of Minimum Lease Payments
	As at June 30									As at June 30
(US dollars in thousands)	2023			2022			2021			2023		2022		2021
Amounts payable under lease liabilities:
Less than one year		576			546			683			462		444		669
Later than one year but not more than five		2,223			2,545			379			1,843		2,020		326
		2,799			3,091			1,062			2,305		2,464		995
Future finance charges		(494	)		(627	)		(67	)		-		-		-
Total lease obligations		2,305			2,464			995			2,305		2,464		995

26. Called up share capital

	As at June 30
	2023		2022		2021
Allotted, called up and fully paid
Ordinary shares of $0.012 each	$	307,815	$	255,819	$	222,074
Number allotted		25,651,140		21,318,118		18,506,064
Ordinary shares of $0.012 each	$	307,815	$	255,819	$	222,074

At the Company’s last Annual General Meeting on November 10, 2022, the Directors were given a new authority to allot shares up to an aggregate nominal amount of $180,000.00.

F- 37

 

Movements in Ordinary Shares:

	Shares No.		Par value USD 000		Share premium USD 000		Total USD 000
At June 30, 2021		18,506,064		222		76,229		76,451
Conversion of Aevitas equity instruments 3		2,005,190		24		20,442		20,466
Capital raises 1		82,644		1		243		244
Other share issuance 4		42,000		1		217		218
Employee share scheme issues 2		682,220		8		2,287		2,295
At June 30, 2022		21,318,118		256		99,418		99,674
Capital raises 1		4,230,770		51		5,449		5,500
Employee share scheme issues 2		102,252		1		151		152
At June 30, 2023		25,651,140		308		105,018		105,326

1 On  July 29, 2022, the Company entered into a Securities Purchase Agreement to issue and sell, in a registered direct offering directly to an investor, (i) an aggregate of 2,300,000 Ordinary Shares (the “Shares”), nominal value $0.012 per share, at an offering price of $1.30 per share and (ii) an aggregate of 1,930,770 pre-funded warrants exercisable for Ordinary Shares at an offering price of $1.2999 per pre-funded warrant, for gross proceeds of approximately $5.5 million before deducting the placement agent fee and related offering expenses. The pre-funded warrants were sold to the Investor whose purchase of Ordinary Shares in the Registered Offering would otherwise result in the Investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s outstanding Ordinary Shares immediately following the consummation of the Registered Offering, in lieu of Ordinary Shares. Each pre-funded warrant represents the right to purchase one Ordinary Share at an exercise price of $0.0001 per share. The pre-funded warrants were exercised on November 22, 2022.

In a concurrent private placement, the Company agreed to issue to the investor, Series A Warrants exercisable for an aggregate of 4,230,770 Ordinary Shares at an exercise price of $1.30 per share. Each Series A Warrant will be exercisable on  February 2, 2023 and will expire on  February 2, 2028. The Series A Warrants and the Ordinary Shares issuable upon the exercise of the Series A Warrants were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder.

During the year ended June 30, 2021, the Company completed a series of capital raises on Nasdaq. A total of 4,091,019 Ordinary Shares were issued, comprising 3,382,350 Ordinary Shares issued on October 19, 2020 as an underwritten public offering pursuant to an F-1 registration statement filed with the SEC on October 14, 2020, and 708,669 Ordinary Shares issued during June 2021, at the market price (an ATM offering), pursuant to an F-3 registration statement filed with the SEC on December 21, 2020. In the year ended June 30, 2022, a further 82,644 Ordinary Shares were issued under the same registration statement. 

2 During the year ended June 30, 2023, 102,252 shares (year ended June 30, 2022: 682,220; year ended June 30, 2021: 792,126) were issued to employees and directors of the Company and consultants to the Company under the Omnibus Incentive Plan.

3 On  June 30, 2021, holders of convertible preference shares and convertible loan notes in Aevitas Group Limited ("Aevitas Group"), exercised their right to convert the debt instruments into Ordinary Shares in VivoPower International PLC. A total of 2,005,190 restricted Ordinary Shares were issued at a contracted price of $10.20 on  July 21, 2021. Of the 2,005,190 Ordinary Shares issued, 1,959,339 were issued to entities owned by AWN, the Company’s largest individual shareholder.

4 During the year ended June 30, 2022, 21,000 restricted shares were issued to Corporate Profile LLC and 21,000 restricted shares were issued to FON Consulting Ltd in exchange for investor relations services.

Each share has the same right to receive dividends and repayment of capital and represents one vote at shareholders’ meetings. Proceeds received in addition to the nominal value of the shares issued during the year have been included in share premium. The costs associated with the issuance of new shares are included within other reserves (see Note 27). Share premium has also been recorded in respect of the share capital related to employee share awards.

F- 38

 

27. Other reserves

(US dollars in thousands)	Equity instruments 1		Preference shares 1			Shares pending issue 2			Capital raising costs 3			Equity incentive costs 4		Share awards issuance 4			Foreign exchange			Total
At June 30, 2021		-		3,270			20,466			(8,828	)		1,422		(971	)		(45	)		15,314
Issuance of shares		-		-			(20,466	)		-			-		-			-			(20,466	)
Share issuance costs		-		-			-			-			-		(1,879	)		-			(1,879	)
Capital raising costs		-		-			-			(122	)				-			-			(122	)
Equity incentives cost less shares issued		-		-			-			-			1,452		-			-			1,452
Other movements		-		-			-			-			-		-			(283	)		(283	)
At June 30, 2022		-		3,270			-			(8,950	)		2,874		(2,850	)		(328	)		(5,984	)
Interest on equity instruments		-		198			-			-			-		-			-			198
Equity instruments payments		-		(149	)		-			-			-					-			(149	)
Capital raising costs		-		-			-			(446	)		-		-			-			(446	)
Equity incentives cost less shares issued		-		-			-			-			147		(154	)		-			(7	)
Other movements		-					-			-			-		-			(104	)		(104	)
At June 30, 2023		-		3,319			-			(9,396	)		3,021		(3,004	)		(432	)		(6,492	)

¹ Equity instruments held at June 30, 2020 were convertible preference shares and convertible loan notes in Aevitas Group which must convert to shares of VivoPower at $10.20 per share no later than June 30, 2021. The Company classified these instruments as equity under the “fixed-for-fixed” rule meaning that both the amount of consideration received/receivable and the number of equity instruments to be issued is fixed.

There were 2,473,367 convertible preference shares outstanding with a face value of AU$3.00 per share and a value held in reserves of AU$11,059,348 at June 30, 2020, representing their face value plus dividends accrued. Convertible preference shares were subordinated to all creditors of Aevitas Group, ranked equally amongst themselves, and ranked in priority to Ordinary Shares of Aevitas Group.

There were 2,473,367 convertible loan notes outstanding with a face value of AU$7.00 per share and a value held in reserves of AU$25,075,203, representing their face value plus the dividends accrued. The convertible loan notes ranked equally with the unsecured creditors of Aevitas Group.

Dividends or interest were payable quarterly in arrears at a rate of 7% on the capitalized value to December 29, 2016, the date at which they became convertible to VivoPower shares. At maturity, or if a trigger event such as a change of control of Aevitas Group or VivoPower, a listing event, or a disposal of substantially all of the assets of Aevitas Group had occurred, the convertible preference shares and convertible loan notes in Aevitas Group convert to VivoPower Ordinary Shares at a price of $10.20 per share

On August 7, 2020, the Company offered one new Aevitas Preference Share, with an issue price of $10, in exchange for each combined convertible note and convertible preference share, with an issue price of $7 and $3 respectively. Dividends are payable quarterly, in arrears, at a rate of 7%. Of the 2,473,367 holders of combined convertible note and convertible preference shares, 426,528 holders accepted the terms of the new Aevitas Preference Shares and received 426,528 Aevitas Preference Shares (A$4,265,280) on August 31, 2020, in exchange for the combined convertible notes and convertible preference shares previously held. The new Aevitas Preference Shares are subordinated to all creditors of Aevitas Group, rank equally amongst themselves, and rank in priority to Aevitas Group Limited Ordinary Shares for the payment of dividends.

The 426,528 holders which exchanged on August 31, 2020, had earned $26,708 interest on the convertible loan note in the year ended June 20, 2021, up until exchange, and this was paid in full along with $11,447 dividends that accrued over the same pre-exchange period on the convertible preference shares. Post-exchange, $185,480 dividends of the Aevitas Preference Shares were earned in the year ended June 20, 2021, with $121,905 of those paid by June 30, 2021. And the 426,528 Aevitas Preference Shares have a face value of $3,208,922 (A$10 per share), recognized together with the dividends payable.

On June 30, 2021, the remaining 2,005,190 holders of convertible preference shares and convertible loan notes in Aevitas Group, exercised their right to convert the instruments into Ordinary Shares in VivoPower International PLC. The cumulative balance of face value and accrued unpaid interest and dividends outstanding of the convertible preference shares and convertible loan notes at June 30, 2021 of $20.5 million, was redeemed on that date, and VivoPower International PLC recognized the requirement to issue 2,005,190 restricted Ordinary Shares, based on a contracted conversion price of $10.20 per share.

2 During the year ended June 30, 2021, $20.5 million was recognized in equity for the 2,005,190 restricted Ordinary Shares pending issuance at a contracted conversion price of $10.20 per share. The 2,005,190 restricted Ordinary Shares were issued on July 21, 2021.

3 The $0.4 million of transaction costs incurred in the year ended June 30, 2023 (year ended June 30, 2022: $0.1 million; year ended June 30, 2021: $2.8 million) relate primarily to capital raises on Nasdaq.

F- 39

 

4 During the year ended June 30, 2023, $0.1 million was expensed towards share incentive awards to employees, directors, and consultants of the Company under the 2017 Omnibus Incentive Plan (year ended June 30, 2022: $1.9 million). Amounts are expensed at the award grant price over the vesting period, adjusted for actual quantities upon vesting. Of the expenses recorded, $0.1 million of shares were delivered to participants (year ended June 30, 2022: $1.9 million).

During the years ended June 30, 2022 and June 30, 2023, the following awards under the Incentive Plan have been granted, and have vested or forfeit:

	Number of RSUs, PSUs and BSAs (thousands)			Weighted average grant date fair value $000
Outstanding at June 30, 2021		460		$	1,186
Granted		706			1,838
Vested		(755	)		(1,877	)
Forfeit		(132	)		(676	)
Outstanding at June 30, 2022		279		$	471
Granted		912			303
Vested		(356	)		(123	)
Forfeit		(178	)		(320	)
Outstanding at June 30, 2023		657		$	331

28. Earnings / (Loss) per share

The earnings / (loss) and weighted average numbers of Ordinary Shares used in the calculation of earnings / (loss) per share are as follows:

	As at June 30
(US dollars in thousands)	2023			2022 (restated)			2021
Loss for the year / period attributable to equity owners		(24,355	)		(22,054	)		(7,571	)
Weighted average number of shares in issue (‘000s)		24,672			20,722			16,306
Basic earnings/(loss) per share (dollars)		(0.99	)		(1.06	)		(0.49	)
Diluted earnings/(loss) per share (dollars)		(0.99	)		(1.06	)		(0.49	)

29. Pensions

The Company’s principal pension plan comprises the compulsory superannuation scheme in Australia, where the Company contributed 10.5% during the year, and for FY2024, the Company will contribute 11%. A pension scheme is also in place for U.K. employees, where the Company contributes 7% (year ended June 30, 2022: 7%; year ended June 30, 2021: 7%). A pension scheme is also in place for Netherlands employees where the Company contributes 10.3%. The pension charge for the year represents contributions payable by the Group which amounted to $0.4 million (year ended June 30, 2022: $0.9 million; year ended June 30, 2021: $0.8 million).

30. Financial instruments

	As at June 30
(US dollars in thousands)	2023		2022		2021
Financial assets at amortized cost
Trade and other receivables		6,506		6,921		6,539
Cash and cash equivalents		553		1,285		8,604
Restricted cash		608		1,195		1,140
Total		7,667		9,401		16,283
Financial liabilities at amortized cost
Loans and borrowings		32,388		28,561		23,091
Trade and other payables		16,029		11,324		5,750
Total		48,417		39,885		28,841

The amounts disclosed in the above table for trade and other receivables and trade and other payables do not agree to the amount reported in the Company’s Consolidated Statement of Financial Position as they exclude prepaid expenses, payroll liabilities and sales tax payable, current tax receivables and contract assets and liabilities which do not meet the definition of financial assets or liabilities.

F- 40

 

(a) Financial risk management

The Group’s principal financial instruments are bank balances, cash and medium-term loans. The main purpose of these financial instruments is to manage the Group’s funding and liquidity requirements. The Group also has other financial instruments such as trade receivables and trade payables which arise directly from its operations.

The Group is exposed through its operations to the following financial risks:

● Liquidity risk

● Credit risk

● Foreign currency risk

● Interest rate risk

The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework. Policy for managing risks is set by the Chief Executive Officer and is implemented by the Group’s finance department. All risks are managed centrally with tight control of all financial matters.

(b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group considers that liquidity risk is effectively managed and mitigated. The Group held unrestricted cash resources of $0.6 million at  June 30, 2023 ( June 30, 2022: $1.3m; June 30, 2021: $8.6m). The ratio of current assets to current liabilities at June 30, 2023 is 0.54 ( June 30, 2022: 0.93; June 30, 2021: 1.82).

Following sale of ex-solar J.A. Martin operations on July 1, 2022, the A$2.1 million J.A. Martin debtor finance facility (drawn down at June 30, 2022: nil; June 30, 2021: nil) was cancelled and a new facility with a limit of A$2.5 million and variable interest rate that is currently 7.75% was established by Kenshaw, as well as a trade finance facility of $0.5 million. 

The Group maintains near-term cash flow forecasts that enable it to identify its borrowings requirement so that remedial action can be taken if necessary.

Contractual maturities of financial liabilities, including interest payments, are as follows:

Year Ended June 30, 2023			Less than						More than
(US dollars in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Contractual maturity of financial liabilities
Trade and other payables (financial liabilities)		16,029		16,029		-		-		-
Borrowings		30,083		1,922		12,323		8,447		7,391
Lease liabilities		2,305		462		1,375		415		53
Total		48,417		18,413		13,698		8,862		7,444

Year Ended June 30, 2022			Less than						More than
(US dollars in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Contractual maturity of financial liabilities
Trade and other payables (financial liabilities)		10,973		10,973		-		-		-
Borrowings		26,097		4,604		11,283		10,211		-
Lease liabilities		2,464		506		846		1,112.00		-
Total		39,534		16,083		12,129		11,323		-

Year Ended June 30, 2021			Less than						More than
(US dollars in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Contractual maturity of financial liabilities
Trade and other payables (financial liabilities)		5,751		5,751		-		-		-
Borrowings		22,096		411		11,424		10,261		-
Lease liabilities		995		669		326		-		-
Total		28,842		6,831		11,750		10,261		-

F- 41

 

(c) Credit risk

The primary risk arises from the Group’s receivables from customers and contract assets. The majority of the Group’s customers are long-standing and have been a customer of the Group for many years. Losses have occurred infrequently. The Group is mainly exposed to credit risks from credit sales, but the Group has no significant concentrations of credit risk and keeps the credit status of customers under review. Credit risks of customers of new customers are reviewed before entering into contracts. The debtor exposure is monitored by Group finance and the local entities review and report their exposure on a monthly basis.

The Group does not consider the exposure to the above risks to be significant and has therefore not presented a sensitivity analysis on the identified risks.

The credit quality of debtors neither past due nor impaired is good. Refer to Note 19 for further analysis on trade receivables.

(d) Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk on sales and purchases that are denominated in currencies other than the respective functional currencies of the Group entities to which they relate, primarily between USD, AUD, EUR and GBP.

The Group’s investments in overseas subsidiaries are not hedged as those currency positions are either USD denominated and/or considered to be long-term in nature.

The Group is exposed to foreign exchange risk on the following balances at June 30, 2023:

● Cash and cash equivalents $0.54 million denominated in AUD, $0.02 million in EUR and ($0.03) million in GBP.

● Restricted cash $0.6 million denominated in AUD.

● Trade and other receivables $3.4 million denominated in AUD, $1.0 million in EUR and $2.6 million in GBP.

● Trade and other payables $5.0 million denominated in AUD, $2.0 million in EUR and $2.7 million in GBP.

● Borrowings $2.9 million denominated in AUD and $0.9 million in EUR.

● Provisions $0.7 million denominated in AUD and $1.2 million in GBP.

Of the total shareholder loan of $28.6 million, $27.1 million is denominated in USD and $1.5 million is denominated in AUD.

(e) Interest rate risk

As a result of the related party loan agreement the Group is exposed to interest rate volatility. However, the interest rate is fixed for the medium term, therefore, the risk is largely mitigated for the near future. The Group will continue to monitor the movements in the wider global economy.

F- 42

 

31. Related party transactions

AWN is not the ultimate controlling party of VivoPower but retains a significant influence. As at June 30, 2023, AWN held a 39.5% equity interest in the Company.

Kevin Chin, Chairman and Chief Executive Officer of VivoPower, is also Chief Executive Officer of AWN. During the period, a number of services were provided to the Company from AWN and its subsidiaries; the extent of the transactions between the two groups is listed below.

On January 11, 2023, amendments to the related party loan were agreed with AWN:

(i) to defer repayment of principal to commence on April 1, 2025, with repayments over 60 months to March 31, 2030.

(ii) to defer interest payments from October 1, 2023, becoming due and payable on the earlier of a) completion by VivoPower of a debt or equity raise of at least $25 million, and b) October 1, 2024. 

(iii) to extend the increased interest rate and line fee of 10.00% and 2.00% per annum respectively commenced on October 1, 2021 to the earlier of a) March 31, 2025 or b) the date a minimum Prepayment of $1,000,000 is made.

(iv) to extend the initial refinancing fee accruing incrementally at 1.6% per annum from July 1, 2021 and become payable at the earlier of a) $1.0 million prepayment being made or b) April 1, 2025.

(v) to defer the repayment date of the previous fixed facility extension fee of $0.355 million, becoming payable on April 1, 2025. 

(vi) In addition to previously agreed refinancing fees, an additional $0.855 million fixed refinancing fee will accrue immediately and become payable on April 1, 2025.

On June 30, 2023, further amendments to the loan were agreed with AWN:      

(i) to defer interest payments from October 1, 2024 to April 1, 2025, and to replace the conditional requirement to repay accrued interest upon completion by VivoPower of a debt or equity raise of at least $25 million, with the conditional requirement to make repayments of interest and/or principal to meet the mandatory repayment schedule described in sections (ii) and (iii) below following a qualifying liquidity event. 

(ii) upon completion by VivoPower International PLC of a qualifying liquidity event of at least $5.0 million, Aevitas is required to make mandatory prepayment of principal and interest to AWN Holdings in accordance with

the following schedule:

a) proceeds $5 million to $7.5 million - pay 25% of amounts raised;

b) proceeds $7.5 million to $12.5 million - pay $1.875 million plus 45% of amounts raised;

c) proceeds $12.5 million and above - pay $4.125 million plus 25% of amounts raised.

(iii) for the purposes of the mandatory prepayment requirement, a ‘qualifying liquidity event’ excludes direct investments into VivoPower’s subsidiary, Tembo, and debt raised in respect of working capital finance facilities, but includes:

a) equity or debt raise;

b) trade sale of underlying subsidiary or business unit (including, for example, Aevitas and Caret); and

c) loan repayment from Tembo to VivoPower.

(iv) as consideration for the concessions agreed with AWN, VivoPower International PLC committed to issue AWN with 500,000 warrants, with a duration of 12 months, at an exercise price of $0.67 per share.

In December 2021, a short-term loan of $1.1 million (A$1.5 million) was provided from AWN to Aevitas O Holdings Pty Limited at an interest rate of 10.0%, increasing to 12.5% from January 1, 2022. The loan is set to expire on April 1, 2025 (initially set as April 30, 2022, then extended to the earlier of October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower International PLC of a debt or equity raise of at least S$25 million was dropped on June 30, 2023. Facility extension fees of A$29,000 (A$40,000) and $43,500 (A$60,000) are payable upon maturity, relating to the two extensions respectively.

On February 22, 2022, a short-term $3.0 million loan was provided from AWN to Aevitas, with an interest rate of 10.00% per annum payable on the principal sum upon maturity. The loan is set to expire on April 1, 2025 (initially set as May 13, 2022, then extended to the earlier of October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower International PLC of a debt or equity raise of at least S$25 million was dropped on June 30, 2023. Facility extension fees of $85,000 and $110,000 are payable upon maturity, relating to the two extensions respectively.

On December 22, 2022, a short-term $3.0 million loan was provided from AWN to Aevitas, with an interest rate of BBSY bid floating rate (on average 3.60% for the period from inception to June 30, 2023) plus fixed margin of 15.0% per annum payable on the principal sum upon maturity. A 1% facility establishment fee of $30,000 was deducted upon initial loan drawdown, and a further 3% exit fee of $90,000 is payable on expiry. The loan is set to expire on April 1, 2025 (initially set as October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower International PLC of a debt or equity raise of at least S$25 million was agreed on January 11, 2023, then dropped on June 30, 2023. A facility extension fee of $115,000 is payable upon maturity. 

In February and March 2023, further short term loans of A$0.5 million and A$0.25 million were established between AWN and Aevitas, drawn down between February and May 2023. The loans have an interest rate of BBSY bid floating rate plus fixed margin of 15.0% per annum payable on the principal sum upon maturity, with expiry dates of June 30, 2023. 1% facility establishment fees of total A$7,500 were deducted upon loan drawdowns, and further 3% exit fees of total A$22,500 are payable on expiry. On June 30, 2023, the expiry or the loans was amended to August 31, 2023.

Mr. Hui is paid fees of $50,000 per annum during the year. Mr. Hui elected to receive 100% of his fees in cash. $25,000 remaining accrued and payable as at June 30, 2023. Mr. Hui also receives equity-based remuneration in relation to his involvement in management of Critical Power Services segment, and the hyper-turnaround and hyperscaling program. Of the 17,500 ($13,125) annual retention RSUs granted on April 1, 2020, vesting annually from June 2021 to June 2026, 3,500 RSUs ($2,625) vested in the current year. Of the 52,500 ($39,375) performance RSUs vesting quarterly from September 2020 to June 2023, dependent on meeting quarterly performance goals, 6,314 RSUs ($4,736) vested in the current year. A further 20,000 annual retention RSUs ($5,200) were granted to Mr. Hui on January 11, 2023, vesting annually from December 2023 to December 2025.   

From time to time, costs incurred by AWN on behalf of VivoPower are recharged to the Company. During the year ended  June 30, 2023, $1,138,346 was recharged to the Company (year ended June 30, 2022: $343,806,year ended June 30, 2021: $1,028,096). At June 30, 2023, the Company has a payable to AWN in respect of recharges of $1,392,303 ( June 30, 2022: $313,688, June 30, 2021: $4,345).

F- 43

 

Aevitas is indebted to The Panaga Group Trust, of which Mr. Kevin Chin is a beneficiary and one of the directors of the corporate trustee of such trust, with 4,697 Aevitas Preference Shares, of face value A$46,970. The Panaga Group Trust earned A$3,302 ($2,188) dividends on the Aevitas Preference Shares during the year ended June 30, 2023. 

Chairman’s fees for Kevin Chin in the amount of £68,000 ($81,819) were charged to the Company by Arowana Partners Group Pty Ltd (“APG”) in the current year. A further $130,863 costs incurred by APG on behalf of the Company were recharged to the Company in the year. At June 30, 2023, the Company had an account payable of $157,036 in respect of these services. Mr. Chin is a shareholder and director of Arowana Partners Group Pty Ltd during the year ended June 30, 2023. 

As CEO, Mr. Chin is paid £325,000 base fees, £38,000 annual professional development allowance. Of the base salary, 4 months were paid in cash, whilst for 8 months, Mr. Chin agreed to receive payment in the form of 541,666 cashless warrants in VivoPower shares, exerciseable in the period June 3, 2024 to June 3, 2029 at an exercise price of $0.60. Shares issued following exercising of warrants will remain restricted for 12 months. Mr. Chin has allocated these warrants to a benevolent cause, the ASEAN Foundation.

Mr. Chin receives equity-based remuneration in relation to his involvement in leading the hyper-turnaround and hyperscaling program. Of the 87,200 ($65,400) annual retention RSUs granted on April 1, 2020, vesting annually from June 2021 to June 2026, 17,440 RSUs ($13,080) vested in the current year. Of the 261,600 ($196,200) performance RSUs vesting quarterly from September 2020 to June 2023, dependent on meeting quarterly performance goals, 31,456 RSUs ($23,592) vested in the current year. In December 2021, the Remuneration Committee approved an equity award of RSUs in relation to short-term incentives for the year ended June 30, 2022, vesting in June 2023 deferred from June 2022. The award vested 94,291 RSUs ($275,330), based on Mr. Chin's base salary £325,000 x 1.3237 exchange rate x 64% performance measurement / $2.92 VWAP (Volume weighted average price). A further 20,000 annual retention RSUs ($5,200) were granted to Mr. Chin on January 11, 2023, vesting annually from December 2023 to December 2025.    

On November 26, 2021, APG provided a loan of $0.37 million to Caret, to provide working capital assistance. The loan incurred interest during the year of $22,895 at 8% plus a 2% facility fee, plus a one-off establishment fee of $7,400. The loan plus interest were repaid in August 2022.

32. Subsequent events

An extraordinary general meeting of shareholders was held on July 6, 2023, which included a consideration and approval, in accordance with section 618 of the Companies Act 2006, that the Company (acting by its Board) be and is hereby authorised to consolidate, or consolidate and divide, all or such number of its existing Ordinary Shares of $0.012 each into such reduced number of Ordinary Shares of such increased nominal value as the Company’s Board may at any time prior to 23 October 2023 determine is appropriate in order to ensure that the Company remains compliant with the applicable rules of Nasdaq concerning the minimum trading price of the Company’s shares. The Ordinary Shares existing after any exercise of this power by the Company shall have the same rights and be subject to the same restrictions (save as to nominal value) as the existing Ordinary Shares of $0.012 each in the capital of the Company as set out in the Company’s articles of association for the time being. This resolution was approved by The Company’s shareholders by no less than 96% of votes cast.

Tembo signed a landmark joint venture agreement with Francisco Motors, the pioneering manufacturer of jeepneys in the Philippines. Under the agreement, Tembo will develop and supply EUV electrification kits for a new generation of electric jeepneys. One of the country’s cultural icons, jeepneys are the most common utility vehicle in the Philippines and the main mode of public transportation, accounting for just over 40% of public transportation in the country. There are more than 200,000 jeepneys on the road in the Philippines, of which more than 90% are at least 15 years old and running on second-hand diesel engines. Under the Public Utility Vehicle Modernization Program, the Philippine Government requires that all jeepneys and other public utility vehicles with at least 15 years of service be replaced with Euro 4-compliant or electric-powered vehicles. This creates a US$10bn+ addressable market for the replacement of the old jeepneys. Francisco Motors and Tembo have already secured their first orders and have commenced work to deliver on those orders. The agreement will also give Tembo access to low-cost assembly in the Philippines.

33. Key management personnel compensation

Key management personnel, which are those roles that have a Group management aspect to them, are included in Note 9 to the consolidated financial statements.

34. Ultimate controlling party

As at June 30, 2023, AWN held a 39.5% equity interest in the Company. Since June 30, 2021, the Company no longer has an ultimate controlling party.

In prior periods, the ultimate controlling party and the results into which these financials were consolidated was AWN, a company registered in Australia.

Key management personnel, which are those roles that have a Group management aspect to them, are included in Note 9 to the consolidated financial statements.

35. Prior year adjustments

For the year ended 30 June, 2022, $0.5 million of expenses were erroneously not booked until 2023 that related to services provided in the year end 30 June 2022 for which no accruals had been created. These expenses included $0.4 million professional services but also included $0.1 million equity incentives. The impact was a reduction in the profit and loss of $0.5 million, a $0.4 million increase current liabilities and $0.1 million increase in equity accounts.

For the year ended 30 June 2021, $0.5 million of deposits had been incorrectly classified as intangible assets for which these deposits were refunded in the year ended 30 June 2023. The reclassification resulted in current assets increasing by $0.5 million and an opposite reduction in long term assets with no impact on profit and loss or gross assets.

For the years ended 30 June, 2022 and 30 June, 2021, it was noted that $0.4 million of inventory had incorrectly been classified within other receivables. This has now been corrected with an increase in inventory in both years of $0.4 million and a reduction in other receivables.

F-44

EX-4.9

Exhibit 4.9

Binding Term Sheet – Refinancing of Loan Arrangements

Lender	AWN Holdings Limited (“AWN”)
Borrower	Aevitas O Holdings Pty Ltd (“AOH”)
Interest – payment terms (Tranche 1)	No monthly interest payments will become due and owing during the period from 1 October 2021 to 31 March 2025. Interest will, however, continue to accrue from day to day during this period in accordance with commercial terms previously agreed. Monthly interest instalments deferred in connection with the above paragraph, representing interest which would otherwise have become due and owing during Interest Periods from October 2021 through to March 2025 inclusive, will become due and payable on 1 April 2025.
Interest – payment terms (Tranches 2 to 6)	No change.
Maturity (Tranche 1)	No change.
Maturity (Tranches 2 to 4)	Amend definition of Expiry Date from ‘earlier of 1 April 2025 or the Completion by VivoPower International PLC of a debt or equity raise of at least US$25 million’ to ‘1 April 2025’.
Maturity (Tranches 5 and 6)	Amend definition of Expiry Date from ‘30 June 2023’ to ‘31 August 2023’.
Mandatory Prepayment (Tranches 1 to 4)	Upon completion by VivoPower International PLC of a qualifying liquidity event of at least US$5.0 million, the Borrower will make mandatory principal and interest repayments to the Lender in accordance with the following schedule:
	Proceeds ●         US$5.0m to US$7.5m ●         US$7.5m to US$12.5m ●         US$12.5m and above	Payments to AWN ●         25% of total debt or equity raised ●         US$1,875,000 plus 45% of incremental debt or equity raised ●         US$4,125,000 plus 50% of incremental debt or equity raised
	For the purposes of the Mandatory Prepayment requirement, a ‘qualifying liquidity event’ includes: a)         Equity or debt raise; b)         Trade sale of underlying subsidiary or business unit (including, for example, Aevitas and Caret); and c)         Loan repayment from Tembo to VivoPower. For the avoidance of doubt, neither direct investments into VivoPower’s subsidiary, Tembo, nor debt raised in respect of working capital finance facilities, shall be deemed a qualifying liquidity event.
Issue of warrants	As consideration for the concessions agreed in this term sheet, VivoPower International PLC shall issue the Lender with 500,000 warrants, with a duration of 12 months, at an exercise price being the lesser of the closing share price on the date of execution of this term sheet or US$0.90 each.
Loan Documentation	The parties agree to finalise documentation for consolidation of the various loan agreements and to update the underlying security arrangements by 31 July 2023.

_________________________                                             _________________________

Signed for and on behalf of                                                   Signed for and on behalf of

AWN Holdings Ltd                                                                AWN Holdings Ltd

xxx                                                                                         xxx

Director                                                                                  Director

30 June 2023                                                                          30 June 2023

_________________________                                             _________________________

Signed for and on behalf of                                                   Signed for and on behalf of

Aevitas O Holdings Pty Limited                                            Aevitas O Holdings Pty Limited

xxx                                                                                          xxx

Director                                                                                  Director

30 June 2023                                                                          30 June 2023

_________________________                                             _________________________

Signed for and on behalf of                                                   Signed for and on behalf of

VivoPower International                                                        VivoPower International

PLC                                                                                        PLC

xxx                                                                                         xxx

Director                                                                                  Director

30 June 2023                                                                          30 June 2023

EX-4.10

Exhibit 4.10

DATED                                                    23 JUNE 2023

(1)	TAG INTL DMCC
(2)	TEMBO E-LV B.V.

ADVANCE SUBSCRIPTION AGREEMENT

RELATING TO

TEMBO E-LV B.V.

DATED                                              23 June 2023

PARTIES

(1) TAG INTL DMCC, a company incorporated under the laws of the United Arab Emirates and having its registered address at R29-35 Reef Tower, Jumeirah Lake Towers, Dubai, United Arab Emirates (the "Subscriber"); and

(2) Tembo e-LV B.V., a company incorporated and registered in the Netherlands, having its registered office at Marinus van Meelweg 20, 5657 EN, Eindhoven, Netherlands, and being a wholly-owned subsidiary of VivoPower International PLC (NASDAQ: VVPR) (the "Company").

INTRODUCTION

This agreement is made with the mutual understanding and agreement of both parties to supersede and replace in its entirety the Advance Subscription Agreement executed by the parties on 13 January 2023 (the “Previous Agreement”). The parties mutually agree and affirm that the Previous Agreement is hereby rescinded, voided, and of no further effect, and that all rights, duties, and obligations arising therefrom are extinguished.

On the date that is no later than five (5) days following notification by the Company, (the "Advance Date") the Subscriber shall make subscription funds available to the Company for the purpose and on the terms more particularly described in this agreement.

IT IS AGREED AS FOLLOWS

1. DEFINITIONS

1.1 Unless the context requires otherwise, terms defined in the Articles shall have the same meaning in this agreement.

1.2 In this agreement:

“Acting in Concert”	has the meaning given to it in The City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers (as amended from time to time);
"Advance Date"	has the meaning given in the Introduction;
"Advance Subscription Funds"	has the meaning given in clause 2.1;
"Aggregate Advance Subscriptions"	has the meaning given in clause 2.1;
"Articles"	the articles of association of the Company from time to time;
"Asset Sale"	means the sale or transfer of the whole or substantially the whole of the undertaking or assets of the Company or any subsidiary of the Company;
"Business Days"	means a day (other than a Saturday or Sunday) on which banks are open for business in London;
“Controlling Interest”	means an interest in shares giving to the holder or holders control of the Company within the meaning of section 1124 of the Corporation Tax Act 2010;
"Exit"	means a Share Sale or an Asset Sale;
"Financing Round"	a subscription for equity in the Company by one or more persons raising an aggregate of at least $10,000,000 (excluding the Aggregate Advance Subscriptions), which amount can be raised in one or in a series of fundraisings on or before the Longstop Date;
"Insolvency"	means a situation in which: (a)         an order is made for the Company's compulsory liquidation; or (b)         the Company is placed into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation); or (c)         the Company has an administrator or receiver appointed over the whole or any part of its assets or undertaking;
"Longstop Date"	means the date falling 12 months from the date of this agreement;
"Next Round Share"	means, in respect of a Financing Round, the most senior class of share issued in such Financing Round;
"Ordinary Shares"	means the ordinary shares or common stock in the capital of the Company;
"Share Sale"	means the sale of any of the shares in the capital of the Company (in one transaction or as a series of transactions) which will result in the purchaser of those shares and persons Acting in Concert with him together acquiring a Controlling Interest in the Company, except where following completion of the sale the shareholders and the proportion of shares held by each of them are the same as the shareholders and their shareholdings in the Company immediately prior to the sale;
"Subscription Price"	means: (a)         where the subscription takes place pursuant to clause 3.1(a), a price per Subscription Share equal to a price per share based on a pre-money valuation of $120,000,000 divided by the fully diluted share capital of the Company immediately prior to the Financing Round (excluding (i) any securities to be issued pursuant to the application of the Aggregate Advance Subscriptions or on the Financing Round and/or (ii) any increase in the Company’s share option pool required in connection with the Financing Round); or (b)         where the subscription takes place pursuant to clauses 3.1(b), 3.1(c) or 3.1(d), a price per Subscription Share equal to a price per share based on a pre-money valuation of $120,000,000 divided by the fully diluted share capital of the Company immediately prior to the Exit, the Longstop Date or the event of an Insolvency (as the case may be) (excluding any securities to be issued pursuant to the application of the Aggregate Advance Subscriptions);
"Subscription Shares"	means: (a)         in the case of shares issued pursuant to clause 3.1(a), the Next Round Shares; or (b)         in the case of shares issued pursuant to clauses 3.1(b), 3.1(c) or 3.1(d), Ordinary Shares.

1.3 In this agreement, references to a party include its successors in title, transferees and assignees.

1.4 In this agreement, references to each gender includes the other genders.

2. ADVANCE SUBSCRIPTION

2.1 Advance Subscription

Subject to the terms of this agreement, on the Advance Date, the Subscriber shall make available to the Company funds in an aggregate amount of $2,500,000 (the "Advance Subscription Funds"). The Company may execute multiple similar agreements with the Subscriber for additional advance subscriptions, or issue similar agreements with other investors for advance subscriptions prior to the Financing Round, which, together with the Advance Subscription Funds, aggregate up to $10,000,000 (the "Aggregate Advance Subscriptions").

2.2 Purpose

The Company will apply the Advance Subscription Funds towards growing and developing the business of the Company in accordance with the Company's business plan.

2.3 Payment

The Advance Subscription Funds shall be paid to a bank account held by the Company (or such other account as the Company and Subscriber may agree) on or around the Advance Date.

2.4 Waiver

The Company hereby undertakes to procure all consents, waivers and shareholder resolutions necessary (pursuant to the Articles or otherwise) so as to enable the issue of shares in the capital of the Company contemplated by this agreement to proceed free of pre-emption rights or other restriction.

3. SUBSCRIPTION

3.1 The Advance Subscription Funds shall automatically be applied to the subscription of Subscription Shares at the Subscription Price, and the Company shall issue and allot to the Subscriber (or as the Subscriber shall direct) the number of fully paid Subscription Shares to which it is entitled:

(a) in the event of a Financing Round, immediately prior to the unconditional completion of such Financing Round; or

(b) in the event of an Exit, immediately prior to the unconditional completion of such Exit; or

(c) on the Longstop Date (if no Financing Round or Exit has unconditionally completed on or prior to the Longstop Date); or

(d) in the event of an Insolvency occurring before any of the events set out in sub-clauses (a) to (c) above, immediately prior to the occurrence of such Insolvency event,

and (in each case) Subscription Shares so allotted and issued shall be in full satisfaction and discharge of all obligations of the Company under this agreement to the Subscriber and this agreement shall terminate automatically and immediately on completion of such subscription.

4. WARRANTIES

4.1 The Company hereby warrants to the Subscriber that:

(a) the Company is a company duly formed, validly existing and in good standing under the laws of the Netherlands, with full corporate power and authority to enter into and perform its obligations under this agreement;

(b) the consummation of the transactions contemplated hereunder and the performance of this agreement by the Company do not violate the provisions of the Articles, or any applicable law, and will not result in any breach of, or constitute a default under, any note or instrument to which the Company is a party or by which it is bound; and

(c) this agreement is valid and binding upon the Company and enforceable in accordance with its terms.

5. STATUS OF SUBSCRIBER

5.1 In entering into this agreement to acquire the Subscription Shares on the terms of this agreement, the Subscriber undertakes that:

(a) he is resident in the United Arab Emirates;

(b) he has received sufficient information from the Company with respect to all matters he considers material to his investment decision, he has had the opportunity to ask questions of the management of the Company in relation to his investment decision and all such questions have been answered to his satisfaction; and

(c) he has sufficient knowledge and expertise in business, tax and financial matters to be able to evaluate the risk and merits of an investment in the Company, or he has sought such advice as he considers necessary from a professional adviser with such knowledge and expertise.

6. COMMUNICATIONS

6.1 In writing

Unless otherwise expressly stated herein, all communications under this agreement will be in writing and may be made by letter or email.

6.2 Address

Any communication by letter to be made or delivered by one party to the other(s) will be made or delivered to that other party at the address shown next to its name on the first page of this agreement or to such other address as may from time to time be notified by one party to the other(s) in accordance with this clause and any communication by email to be made by one party to the other(s) will be made to that other party at the email address as may from time to time be notified by one party to the other(s) in accordance with this clause.

6.3 Delivery

Any communication made or delivered under this agreement will be deemed made or delivered

(a) when received, in the case of an email;

(b) when left at the relevant address, in the case of a personally delivered letter; or

(c) two Business Days after dispatch, in the case of a letter sent by prepaid first class post in an envelope addressed to the relevant address.

7. GENERAL

7.1 Status of funds

The Advance Subscription Funds do not constitute a debt in any circumstances. No interest is payable on the Advance Subscription Funds. No amount of the Advance Subscription Funds is repayable by the Company in any circumstance. The Advance Subscription Funds shall be applied to the subscription of shares in the Company in accordance with clause 3. The parties acknowledge that this agreement is irrevocable.

7.2 Termination, variation and assignment

This agreement shall automatically terminate in accordance with clause 3 and may not otherwise be cancelled, varied or assigned.

7.3 Counterparts

This agreement may be executed in counterpart, and this has the same effect as if the signatures on the counterparts were on a single copy of this agreement. The exchange of a fully executed version of this agreement (in counterparts or otherwise) by electronic transmission in PDF format shall be sufficient to bind the parties to the terms and conditions of this agreement and no exchange of originals is necessary.

7.4 Entire Agreement

This agreement sets forth the entire understanding among the parties with respect to the subject matter hereof.

7.5 Severance

If one or more provisions of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

8. LAW

8.1 This agreement will be governed by and construed in accordance with English law.

8.2 The Parties irrevocably agree that any dispute arising out of or in connection with the agreement shall be referred to arbitration and finally settled by arbitration in the Dubai International Financial Centre (DIFC) conducted in English by a single arbitrator pursuant to the rules of the International Chamber of CommerceThis agreement has been executed on the date stated at the beginning of this agreement.

Signed by xxx	)
for and on behalf of	)
TAG INTL DMCC	)
	)

Signed by xxx	)
for and on behalf of	)
Tembo e-LV B.V.	)
	)

EX-8

Exhibit 8

SUBSIDIARIES OF THE REGISTRANT

Name	Jurisdiction
VivoPower International Services Limited	Jersey
VivoPower USA, LLC	United States
VivoPower US-NC-31, LLC	United States
VivoPower US-NC-47, LLC	United States
VivoPower (USA) Development, LLC	United States
Caret, LLC (formerly Innovative Solar Ventures I, LLC)	United States
Caret Decimal, LLC	United States
VivoPower Pty Ltd	Australia
Aevitas O Holdings Pty Ltd	Australia
Aevitas Group Limited	Australia
Aevitas Holdings Pty Ltd	Australia
Electrical Engineering Group Pty Limited	Australia
Kenshaw Solar Pty Ltd (formerly J.A. Martin Electrical Pty Limited)	Australia
Kenshaw Electrical Pty Limited	Australia
Tembo EV Australia Pty Ltd*	Australia
VivoPower Philippines Inc.	Philippines
VivoPower RE Solutions Inc.	Philippines
V.V.P. Holdings Inc	Philippines
Tembo e-LV B.V.	Netherlands
Tembo 4x4 e-LV B.V.	Netherlands
FD 4x4 Centre B.V.	Netherlands
VivoPower International IMEA DMCC	United Arab Emirates

*Name changed to Tembo Technologies Pty Ltd on August 2023

EX-11.2

Exhibit 11.2

Compliance Controlled Document	Title: Insider Trading Policy
Policy Form Ref: VVPR012	Current Issue: 28 February 2023
Revision: 4	First Issued: January 2018

Introduction

VivoPower International PLC aspires to the highest standard of business ethics, and, as a public company, is subject to a range of federal and state laws, rules and regulations governing trading in its securities. It is the policy of VivoPower International PLC and its subsidiaries (collectively, the “Company”) to comply fully, and to assist its employees in complying fully, with these laws, rules and regulations. Accordingly, the Company has developed the following standards and requirements to ensure the proper protection of material non-public information to comply with laws, rules and regulations relating to insider trading. Please review the entire contents of this Policy carefully, including but not limited to the provisions under “Blackout Periods” below.

The Company depends upon the conduct and diligence of its employees, in both their professional and personal capacities, to ensure full compliance with this Policy. This Policy provides procedures and guidelines with respect to transactions in the Company’s securities, the protection of material, non-public information and the standard of conduct expected of individuals working with the Company. It is the personal obligation and responsibility of each such person to act in a manner fully consistent with this Policy. This Policy shall be administered by the Company’s Chief Financial Officer (hereinafter, and together with any person the Chief Financial Officer shall designate to assist in the performance of his or her duties, the “Compliance Officer”).

This Policy applies to each director, officer, employee or agent of the Company, including any spouse, minor children, or other adults living in the same household, any family members who do not live in the same household but whose transactions in securities of the Company are directed by such person and any legal entities controlled by any of the foregoing, such as any corporations, partnerships or trusts (collectively, “Covered Persons”).

Background

"Insider trading" is prohibited by applicable securities laws and constitutes a top enforcement priority of the U. S. Securities and Exchange Commission ("SEC"), the NASDAQ Capital Market (“NASDAQ”) and the U. S. Department of Justice, and other governmental and regulatory authorities. Criminal prosecutions for insider trading are commonplace, and enforcement of the securities laws may result in fines and/or imprisonment. The law relating to insider trading is complex and if you have any questions concerning the law or a particular situation, you should consult with the Compliance Officer.

Surveillance. The SEC and the national securities exchanges in the U.S. (including NASDAQ) have extensive surveillance facilities that are used to monitor trading in stocks and stock options.

Frequently, these institutions have cooperative arrangements with comparable institutions outside the U.S. Through these surveillance facilities, the SEC and major securities exchanges are able to identify unusual trading in stocks and stock options that may be indicative of insider trading. Where this occurs, both informal and formal investigations may be launched by a securities exchange and/or the SEC. The Company will cooperate with those investigations. Covered Persons should remember that if a transaction in Company securities becomes the subject of scrutiny, the transaction will be viewed after the fact, with the full benefit of hindsight. As a result, before engaging in any transaction involving Company securities, Covered Persons should carefully consider how regulators and others might view the transaction in hindsight.

Penalties. The consequences of insider trading violations can be severe under U.S. law. The SEC takes the position that these laws apply to all transactions in stock and other securities of companies listed for trading in the U.S., whether or not the actual trades take place in the U.S. Under the law and for purposes of this Policy, “securities” includes not only common stock but also securities options, debt securities, preferred stock, derivative securities, warrants, convertible securities, and any other instrument that qualifies as a “security” under applicable securities laws, rules and regulations. For individuals who trade on inside information (or tip information to others), penalties include:

1.          A civil penalty of disgorgement, or return, of profit gained or loss avoided, plus a fine of up to three times the profit gained or loss avoided;

2.          A criminal fine (no matter how small the profit) of up to $5 million; and

3.          A jail term of up to 20 years.

In addition to civil and criminal penalties, persons contemporaneously trading at the time of a violation of the insider trading laws have the right to sue the insider for an amount equal to the profit gained or loss avoided by the insider in such transaction, offset by any amounts the insider is required to disgorge by the SEC.

For a company (as well as any supervisory person of a company) that fails to take appropriate steps to prevent illegal insider trading, penalties include:

1.          A civil penalty of up to the greater of $1 million or three times the profit gained, or loss avoided as a result of the employee’s violation; and

2.         A criminal penalty of up to $25 million.

Compliance. All Covered Persons must strictly comply with this Policy. Failure to observe this policy may result in serious legal difficulties for the involved Covered Person, as well as for the Company, including the possibility of civil suits by stockholders. In fact, it is safest for a Covered Person to avoid engaging in any transaction if he or she might even appear to be trading while in possession of material non-public information.

Company Sanctions. Failure to comply with this Policy may also subject Covered Persons to Company- imposed sanctions and disciplinary action, up to and including termination of employment. Those sanctions and disciplinary actions could be imposed even in the absence of a criminal prosecution or a violation of law.

Who is an insider? In general, the term "insider" means anyone who possesses material, non- public information about the Company, including any Covered Person in possession of such information. An individual may be an insider with respect to material, non-public information even though he or she is not a director or officer. For example, an assistant who knows that an acquisition is about to occur may be regarded as an insider with respect to that information until the news of such acquisition has been fully disclosed to the public.

What is insider trading? The prohibition against insider trading generally is understood to prohibit (1) trading on the basis of material, non-public information, (2) disclosing or “tipping” material, non-public information to others or recommending the purchase or sale of securities on the basis of such information or (3) assisting someone who is engaged in any of the above activities.

What is material, non-public information? Information is generally deemed to be "material" if there is a substantial likelihood a reasonable investor would find such information important in deciding whether or when to purchase, sell or hold a security to which the information relates. As a practical matter, materiality often is determined after the fact, when it is known that someone has traded on the information and after the information itself has been made public and its effects upon the market are more certain. In general, any non-public information that, if announced, could affect the price of a security should be considered material. Examples of information that is generally regarded as material include, but are not limited to:

•          Financial results;

•          Projections of future results or other guidance;

•          Major proposed or pending acquisitions, investments or divestitures;

•          Significant project or product developments;

•         Changes in key personnel;

•          Changes in dividends;

•          Stock splits;

•          Stock buy-backs;

•          New equity or debt offerings;

•          Positive or negative developments in outstanding significant litigation;

•         Events that may result in the creation of a significant reserve or write-off or other significant adjustments to the financial statements;

•          Actual or threatened significant litigation or inquiry by a governmental or regulatory authority; and

•          Any other facts which might cause the Company’s financial results to be substantially affected.

Information may be material even if it is not directly about the Company -- e.g., if the information is relevant to the Company or its products, business, or assets. Examples could include information that a primary business partner is going to increase dramatically the prices it charges to the Company, or information that a competitor has developed a product that will cause sales of the Company’s products to plummet.

"Non-public" information is any information that is not generally available to the investing public. Information is public if it is generally available through the media or disclosed in public documents such as corporate filings with the SEC. If it is disclosed in a national business or financial wire service (such as Dow Jones or Bloomberg), in a national news service (such as AP or Reuters), in a newspaper, on the television, on the radio, or in a publicly disseminated disclosure document (such as a proxy statement or prospectus), you may consider the information to be public. If the information is not available in the general media or in a public filing, you should consider it to be non-public.

Neither partial disclosure (disclosure of part of the information), nor the existence of rumors, is sufficient to consider the information to be public. Information about undisclosed financial results or a possible merger, acquisition or other material development, whether concerning the Company or otherwise, and obtained in the normal course of employment or through a rumor, tip or just "loose talk", is not public information. Information should be considered “non-public” until the end of the second (2nd) Trading Day (as defined below) after such information has been disseminated widely to the general public through press releases, news tickers, publication in a widely available newspaper, SEC filings or other widely disseminated means.

For purposes of this Policy, a “Trading Day” shall mean a day on which the NASDAQ is open for trading.

POLICIES REGARDING TRANSACTIONS IN THE COMPANY’S SECURITIES

The following policies apply to all transactions, direct or indirect, in all of the Company’s securities (as previously defined above), and apply with respect to all Covered Persons.

Prohibitions for All Covered Persons

No Trading on Material, Non-Public Information. No Covered Person who is aware of any material, non-public information concerning the Company or a third-party with whom the Company does business, shall engage in any transaction in the Company’s or such third-party’s securities, including any offer to purchase or sell, during any period commencing with the date that he or she obtains such material, non-public information and ending at the end of the second (2nd) Trading Day following the date of public disclosure of that information. After termination of employment, any Covered Person who is in possession of material, non- public information is prohibited from trading in Company securities until that information has become public or is no longer material.

No Tipping. No Covered Person shall disclose (“tip”) material, non-public information to any other person where such information may be used by such person to his or her benefit by trading in the securities of the company to which such information relates, nor shall a Covered Person make any recommendations or express any opinions as to trading in the Company’s securities to any other person on the basis of material, non-public information.

No Trading on Inside Information About Other Publicly Traded Companies. The prohibitions on trading or tipping also apply to stock or other securities issued by any other company – such as customers, suppliers, financing partners, competitors or joint venture partners – if a Covered Person acquired or possesses material non-public information relating to the other company in the course of his or her employment or affiliation with the Company.

No Investments in Derivatives of the Company’s Securities. No Covered Person shall invest in Company- based derivative securities. “Derivative Securities” are options, warrants, stock appreciation rights or similar rights whose value is derived from the value of an equity security, such as the Company’s common stock. This prohibition includes, but is not limited to, trading in Company-based put or call option contracts, trading in straddles and the like.

No Hedging or Pledging. Our executive officers and directors are prohibited from hedging or pledging any Company securities that they hold directly. In addition, our officers and directors may not hedge or pledge equity compensation.

No Margin Purchases. No Covered Person shall purchase the Company’s securities on margin. This means such persons are prohibited from borrowing from a brokerage firm, bank or other entity in order to purchase the Company’s securities (other than in connection with “cashless” exercises of stock options under the Company’s equity compensation plans).

No Short Sales. No Covered Person shall engage in the short sale of the Company’s securities. A short sale is a sale of securities not owned by the seller or, if owned, not delivered against such sale (a “short against the box”). Short sales of the Company's securities evidence an expectation on the part of the seller that the securities will decline in value, and, therefore, signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller's incentive to improve the Company's performance.

Blackout Periods.

Covered Persons may not buy or sell Company securities at any time from the last day of a fiscal quarter or fiscal year of the Company through to and including the two (2) full business day period following the public release of the financial results for such fiscal quarter or year (for example, by means of a press release, a publicly accessible conference call or a governmental filing).

In addition, potentially material events or circumstances may from time to time require the Company to implement a Blackout Period related to a specific event or set of circumstances, during which all trading in Company securities may be prohibited. The Company may designate Covered Persons with access to material non-public information concerning that event or circumstances as being subject to a Blackout Period. In that case, the Company will advise those Covered Persons that they are subject to a Blackout Period and will inform them when the Blackout Period terminates. Covered Persons who are advised about the existence of a Blackout Period are prohibited from disclosing the existence of the Blackout Period to any other person.

1. Pre-Clearance Procedures

The provisions of this Section are applicable to directors, officers, and such person’s spouse, minor children, or other adults living in the same household, any family members who do not live in the same household but whose transactions in securities of the Company are directed by such person and any legal entities controlled by any of the foregoing, such as any corporations, partnerships or trusts, and certain other persons as may be designated from time to time by the Compliance Officer (“Restricted Persons”). Restricted Persons may not engage in any transaction in Company securities without first obtaining pre-clearance of the transaction from the Compliance Officer in order to determine compliance with this policy, insider trading laws and Rule 144 promulgated under the Securities Act of 1933, as amended (“Rule 144”). A person requesting pre- clearance should submit the request to the Compliance Officer (and, in the case of a request by the Chief Executive Officer, also notify the Chairman of the Audit Committee) at least two business days in advance of the proposed transaction. The Compliance Officer may determine not to permit the transaction if it is not in compliance with this Policy, insider trading laws and Rule 144. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company securities and should not inform any other person of the restriction.

When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any material non-public information about the Company and should describe fully those circumstances to the Compliance Officer. The requestor should also be prepared to comply with Rule 144 and file Form 144, if necessary, at the time of any sale.

2. Exceptions to the Prohibitions on Trading

The only exceptions to this Policy’s prohibitions of trading in the Company’s securities as outlined above are the following:

•          Stock Option Exercises – Exercises in stock options granted under any Company equity compensation plans for cash; however, this exception does not include the subsequent sale of the shares acquired pursuant to the exercise of a stock option. In addition, the exercise of a tax withholding right under any equity awards under the Company’s equity compensation plans pursuant to which an employee has the Company withhold securities to satisfy tax withholding requirements is not covered by the prohibitions of this Policy. In addition, Covered Persons who adopt a pre-arranged trading plan may be able to effect certain transactions in the Company’s stock or other securities even when trades would otherwise be prohibited by this policy. Any such trading plan must, however, (i) satisfy the requirements of the SEC’s Rule 10b5-1 and be entered into in good faith while the person entering into such plan is not in possession of material non-public information, and (ii) be pre- approved in writing by the Compliance Officer. If you have questions about trading plans or wish to establish a trading plan, please contact the Compliance Officer.

•          Bona Fide Gifts – Bona fide gifts of securities are not deemed to be transactions for the purposes of this Policy. Whether a gift is truly bona fide will depend on the circumstances surrounding a specific gift. The more unrelated the done is to the donor, the more likely the gift would be considered “bona fide” and not a “transaction.” For example, gifts to charities, churches or non-profit organizations would not be deemed to be “transactions. However, gifts to dependent children followed by a sale of the “gifted securities” in close proximity to the time of the gift may imply some economic benefit to the donor and, therefore, may be deemed to be a “transaction” and not a “bona fide gift.”

•          Mutual Funds – Transactions in mutual funds invested in Company securities are not transactions subject to this Policy’s prohibitions on insider trading.

Other

Inadvertent Disclosure of Material, Non-Public Information

If material, non-public information regarding the Company is inadvertently disclosed, no matter what the circumstances, by any Covered Person, the person making or discovering that disclosure should immediately report the facts to the Compliance Officer.

Inquiries Regarding Material, Non-Public Information

When an inquiry is received regarding information that may be material, it should be referred, without comment, to the Compliance Officer.

Reporting of Violations

Any person who believes that a violation of this Policy has taken place shall report such violation promptly to the Compliance Officer.

Questions Concerning this Policy

Any questions concerning this Policy should be addressed to the Compliance Officer.

Amendment

The Company reserves the right to amend, modify, terminate and/or replace this Policy at any time and from time to time.

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Kevin Chin, certify that:

1. I have reviewed this Annual Report on Form 20-F of VivoPower International PLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: October 2, 2023

By:	/s/ Kevin Chin
	Kevin Chin
	Chief Executive Officer
	(Principal Executive Officer)

EX-12.2

Exhibit 12.2

CERTIFICATION

I, Philip Wray, certify that:

1.  I have reviewed this Annual Report on Form 20-F of VivoPower International PLC;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.  The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: October 2, 2023

By:	/s/ Philip Wray
	Philip Wray
	Group Finance Director
	(Principal Financial and Accounting Officer)

EX-13.1

Exhibit 13.1 

SECTION 1350 CERTIFICATION (CEO)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of VivoPower International PLC (the “Company”) for the year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin Chin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 2, 2023

By:	/s/ Kevin Chin
	Kevin Chin
	Chief Executive Officer
	(Principal Executive Officer)

EX-13.2

Exhibit 13.2 

SECTION 1350 CERTIFICATION (CFO)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of VivoPower International PLC (the “Company”) for the year ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Philip Wray, Group Finance Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 2, 2023

By:	/s/ Philip Wray
	Philip Wray
	Group Finance Director
	(Principal Financial and Accounting Officer)

EX-15.1

Exhibit 15.1 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-268720) pertaining to the VivoPower International PLC 2017 Omnibus Equity Incentive Plan as amended on July 28, 2023, of our report dated June 30, 2023, with respect to the consolidated financial statements of VivoPower International PLC which appears in this Form 20-F.

/s/ PKF Littlejohn LLP

PKF Littlejohn LLP	15 Westferry Circus
	Canary Wharf
October 2, 2023	London E14 4H

EX-97.1

Exhibit 97.1

VIVOPOWER INTERNATIONAL PLC

POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

A. OVERVIEW

In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”)⁷ of VivoPower International PLC (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of erroneously awarded Incentive-based Compensation from Executive Officers. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section H, below.

B. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

(1)    In the event of an Accounting Restatement, the Company will reasonably promptly recover the Erroneously Awarded Compensation Received in accordance with Nasdaq Rules and Rule 10D-1 as follows:

(i) After an Accounting Restatement, the Compensation Committee (if composed entirely of independent directors, or in the absence of such a committee, a majority of independent directors serving on the Board) (the “Committee”) shall determine the amount of any Erroneously Awarded Compensation Received by each Executive Officer and shall promptly notify each Executive Officer with a written notice containing the amount of any Erroneously Awarded Compensation and demand for repayment, return or forfeiture of such compensation, as applicable.

(a) For Incentive-based Compensation based on (or derived from) the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement:

i. The amount to be repaid or returned shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price or total shareholder return upon which the Incentive-based Compensation was Received; and

ii. The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation as required to the Nasdaq.

(ii) The Committee shall have discretion, subject to applicable law, to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances, which may include, without limitation:

(a) requiring reimbursement of cash Incentive-based Compensation previously paid;

(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;

(c) offsetting the recouped amount from any compensation otherwise owed by the Company to the Executive Officer;

(d) cancelling outstanding vested or unvested equity awards; and/or

(e) taking any other remedial and recovery action permitted by law, as determined by the Committee.

Notwithstanding the foregoing, except as set forth in Section B(2) below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.

(iii) To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy.

(iv) To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions, subject to applicable law, reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.

(2)    Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section B(1) above if the Committee (which, as specified above, is composed entirely of independent directors or in the absence of such a committee, a majority of the independent directors serving on the Board) determines that recovery would be impracticable and any of the following two conditions are met:

(i) The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, documented such attempt(s) and provided such documentation to the Nasdaq; or

(ii) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.

(iii) Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the Nasdaq, that recovery would result in such a violation, and must provide such opinion to Nasdaq.

C. DISCLOSURE REQUIREMENTS

The Company shall file all disclosures with respect to this Policy required by applicable U.S. Securities and Exchange Commission (“SEC”) filings and rules.

D. PROHIBITION OF INDEMNIFICATION

The Company shall not be permitted to insure or indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned, forfeited or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).

E. ADMINISTRATION AND INTERPRETATION

This Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals.

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with Nasdaq Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Nasdaq rules, Section 10D and Rule 10D-1 and any applicable rules or standards adopted by the SEC and the Nasdaq.

F. AMENDMENT; TERMINATION

The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this Section F to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or Nasdaq rule. The Board may terminate this Policy at any time.

G. OTHER RECOVERY RIGHTS

This Policy shall be binding and enforceable against all Executive Officers and, to the extent required by applicable law or guidance from the SEC or Nasdaq, their beneficiaries, heirs, executors, administrators or other legal representatives. The Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.

H. DEFINITIONS

For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.

(1) “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).

(2) “Clawback Eligible Incentive Compensation” means all Incentive-based Compensation Received by an Executive Officer

(i) on or after the effective date of the applicable Nasdaq rules,

(ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).

(3) “Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.

(4) “Effective Date” means September 21, 2023.

(5) “Erroneously Awarded Compensation” means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.

(6) “Executive Officer” means each individual who is currently or was previously designated as an “officer” of the Company as defined in Rule 16a-1(f) under the Exchange Act. For the avoidance of doubt, the identification of an executive officer for purposes of this Policy shall include each executive officer who is or was identified pursuant to Item 401(b) of Regulation S-K or Item 6.A of Form 20-F, as applicable, as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the controller).

(7) “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.

(8) “Incentive-based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

(9) “Nasdaq” means The Nasdaq Stock Market.

(10) “Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation to the Executive Officer occurs after the end of that period.

(11) “Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

Exhibit A

ACKNOWLEDGEMENT AND AGREEMENT PERTAINING TO THE VIVOPOWER INTERNATIONAL PLC POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

This Acknowledgment & Agreement (the “Acknowledgment”) is delivered by the undersigned employee (“Executive”), as of the date set forth below, to VivoPower International PLC (the “Company”). Effective as of September 21, 2023 (the “Effective Date”), the Board of Directors (the “Board”) of the Company adopted the VivoPower International PLC. Policy for the Recovery of Erroneously Awarded Compensation, attached as Exhibit A hereto (as amended, restated, supplemented or otherwise modified from time to time by the Board, the “Clawback Policy”).

In consideration of the continued benefits to be received from the Company (and/or any subsidiary of the Company) and Executive’s right to participate in, and as a condition to the receipt of, Incentive-based Compensation (as defined in the Clawback Policy), Executive hereby acknowledges and agrees to the following:

1. Executive has read and understands the Clawback Policy and has had an opportunity to ask questions to the Company regarding the Clawback Policy.

2. Executive is bound by and to abide by the terms of the Clawback Policy and intends for the Clawback Policy to be applied to the fullest extent of the law.

3. The Clawback Policy shall apply to any and all Incentive-based Compensation that is (i) approved, awarded or granted to Executive on or after the Effective Date or received by Executive during the Clawback Period (as defined in the Clawback Policy).

4. Executive is not entitled to indemnification or right of advancement of expenses in connection with any enforcement of the Clawback Policy by the Company.

5. In the event of any inconsistency between the provisions of the Clawback Policy and this Acknowledgment or any applicable incentive-based compensation arrangements, employment agreement, equity agreement, indemnification agreement or similar agreement or arrangement setting forth the terms and conditions of any Incentive-based Compensation, the terms of the Clawback Policy shall govern.

No modifications, waivers or amendments of the terms of this Acknowledgment shall be effective unless signed in writing by Executive and the Company. The provisions of this Acknowledgment shall inure to the benefit of the Company, and shall be binding upon, the successors, administrators, heirs, legal representatives and assigns of Executive.

By signing below, Executive agrees to the application of the Clawback Policy and the other terms of this Acknowledgment.

Signature:         

Printed Name:         

Date:         

XML

Document And Entity Information - shares	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Document Information [Line Items]
Entity Central Index Key	0001681348
Entity Registrant Name	VivoPower International PLC
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	1-37974
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	The Scalpel, 18th Floor, 52 Lime Street
Entity Address, City or Town	London
Entity Address, Postal Zip Code	EC3M 7AF
Entity Address, Country	GB
Title of 12(b) Security	Ordinary Shares, nominal value $0.012 per share
Trading Symbol	VVPR
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		25,788,260
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Auditor Firm ID	2814
Auditor Name	PKF Littlejohn LLP
Auditor Location	London
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	The Scalpel, 18th Floor, 52 Lime Street
Entity Address, City or Town	London
Entity Address, Postal Zip Code	EC3M 7AF
Entity Address, Country	GB
Contact Personnel Name	Kevin Chin
City Area Code	203
Local Phone Number	667-5158

XML

Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Revenue from contracts with customers	$ 15,060	$ 22,448	$ 23,975
Cost of sales	(13,472)	(20,308)	(19,614)
Cost of sales - non-recurring events	(3,850)	(1,881)	0
Gross (loss)/profit	(2,262)	259	4,361
General and administrative expenses	(7,620)	(13,811)	(9,651)
Other gains/(losses)	30	(13)	769
Other income	119	662	960
Depreciation of property, plant and equipment	(750)	(770)	(638)
Amortization of intangible assets	(831)	(850)	(815)
Operating loss	(11,314)	(14,523)	(5,014)
Restructuring and other non-recurring costs	(2,084)	(443)	(2,877)
Finance income	1,156	173	2,176
Finance expense	(7,366)	(8,604)	(2,450)
Loss before income tax	(19,608)	(23,397)	(8,165)
Income tax	(541)	1,968	138
Loss from continuing operations	(20,148)	(21,429)	(8,027)
(Loss)/profit from discontinued operations	(4,207)	(625)	69
Loss for the period	(24,355)	(22,054)	(7,958)
Losses attributable to:
Equity owners of VivoPower International PLC	(24,355)	(22,054)	(7,571)
Non-controlling interests	0	0	(387)
Loss for the period	(24,355)	(22,054)	(7,958)
Other comprehensive income
Currency translation differences recognized directly in equity	1,236	1,043	1,601
Total comprehensive loss for the period attributable to owners of the company	$ (23,119)	$ (21,011)	$ (6,357)
Earnings per share attributable to owners of the company (dollars)
Basic (in dollars per share)	$ (0.82)	$ (1.03)	$ (0.49)
Basic (in dollars per share)	$ (0.17)	$ (0.03)	$ (0.00)

XML

Consolidated Statement of Financial Position - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Non-current assets
Property, plant and equipment	$ 3,742	$ 3,743	$ 2,575
Intangible assets	42,175	39,577	46,945
Deferred tax assets	5,136	4,668	2,495
Investments accounted for using the equity method	66	0	0
Total non-current assets	51,119	47,988	52,015
Current assets
Cash and cash equivalents	553	1,285	8,604
Restricted cash	608	1,195	1,140
Trade and other receivables	7,021	9,088	12,785
Total current inventories	2,115	1,887	1,968
Assets classified as held for sale	0	8,214	0
Total current assets	10,297	21,669	24,497
TOTAL ASSETS	61,416	69,657	76,512
Current liabilities
Trade and other payables	14,597	15,457	8,917
Income tax liability	156	132	708
Provisions	1,778	1,104	2,802
Loans and borrowings	2,384	5,109	1,004
Liabilities classified as held for sale	0	1,497	0
Total current liabilities	18,915	23,299	13,431
Non-current liabilities
Other payables	6,443	0	0
Total non-current provisions	76	57	165
Total non-current portion of non-current borrowings	30,004	23,452	22,087
Deferred tax liabilities	2,232	1,234	411
Total non-current liabilities	38,755	24,743	22,663
Total liabilities	57,670	48,042	36,094
Equity
Share capital	308	256	222
Share premium	105,018	99,418	76,229
Cumulative translation reserve	1,203	(139)	(1,465)
Other reserves	(6,492)	(5,984)	15,314
Accumulated deficit	(96,291)	(71,936)	(49,882)
Equity and reserves attributable to owners	3,746	21,615	40,418
Non-controlling interest	0	0	0
Total equity	3,746	21,615	40,418
TOTAL EQUITY AND LIABILITIES	$ 61,416	$ 69,657	$ 76,512

XML

Consolidated Statement of Cash Flow - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Loss from continuing operations	$ (20,148)	$ (21,429)	$ (8,027)
(Loss)/profit from discontinued operations	(4,207)	(625)	69
Income tax	561	(1,926)	(115)
Finance income	0	0	(2,397)
Finance expense	4,917	5,334	2,889
Depreciation of property, plant and equipment	750	770	1,089
Amortization of intangible assets	831	1,172	1,167
Other gains/(losses)	(30)	13	(769)
Share-based payments	147	2,010	1,078
Decrease/(increase) in trade and other receivables	5,903	3,459	(813)
(Increase)/decrease in inventory	(228)	81	0
Increase/(decrease) in trade and other payables	2,278	6,583	(9,453)
Increase/(decrease) in provisions	674	(572)	(95)
Corporation tax payments	0	0	0
Net cash used in operating activities	(8,552)	(5,130)	(15,377)
Cash flows from investing activities
Proceeds on sale of property plant and equipment	110	57	36
Purchase of property, plant and equipment	(1,029)	(1,165)	(937)
Investment in capital projects	(3,857)	(4,254)	0
Proceeds on disposal of J.A Martin ex-solar business	2,874	0	0
Proceeds on sale of capital projects	47	19	366
Acquisitions - consideration	(66)	0	(7,089)
Acquisitions - cash acquired	0	0	4,942
Net cash used in investing activities	(1,921)	(5,343)	(2,682)
Cash flows from financing activities
Other borrowings	(108)	(85)	18
Lease repayments	(43)	0	(360)
Proceeds from investor	300	0	0
Capital raise proceeds	5,500	243	34,866
Equity instruments and capital raise costs	(397)	(47)	(2,819)
Debtor finance borrowings/(repayments)	1,297	(4)	(518)
Loans from related parties	3,572	4,231	0
Repayment of loans from related parties	(370)	0	(2,226)
Bank loan borrowings	(138)	(166)	(33)
Chattel mortgage borrowings	(267)	74	32
Finance expense	(129)	(636)	(5,296)
Transfer from/(to) restricted cash	587	(55)	(127)
Net cash from financing activities	9,804	3,555	23,537
Net (decrease)/increase in cash and cash equivalents	(669)	(6,918)	5,478
Cash and cash equivalents at the beginning of the period	1,285	8,604	2,824
Effect of exchange rate movements on cash held	(63)	(401)	302
Cash and cash equivalents at the end of the period	$ 553	$ 1,285	$ 8,604

XML

Consolidated Statement of Changes In Equity - USD ($) $ in Thousands	Issued capital [member]		Share premium [member]		Reserve of exchange differences on translation [member]	Other reserves [member]	Retained earnings [member]	Non-controlling interests [member]	Total
Balance at Jun. 30, 2020	$ 163		$ 40,215		$ (3,307)	$ 21,408	$ (40,773)	$ 184	$ 17,890
Statement Line Items [Line Items]
Loss for the year	0		0		0	0	(7,571)	(387)	(7,958)
Other comprehensive income/(expense)	0		0		1,842	(241)	0	0	1,601
Increase (decrease) in equity before transaction with owners in their capacity of owners	163		40,215		(1,465)	21,167	(48,344)	(203)	11,533
Equity instruments	0		0		0	(3,141)	0	0	(3,141)
Issuance of shares	49		34,317		0	(2,804)	0	0	31,562
Other share issuances	1		736		0	(15)	0	0	722
Employee share awards	9		961		0	107	0	0	1,077
Non-controlling interest	0		0		0	0	(1,538)	203	(1,335)
Increase (decrease) through transactions with owners, equity	59		36,014		0	(5,853)	(1,538)	203	28,885
Non-controlling interest	0		0		0	0	(1,538)	203	(1,335)
Increase (decrease) through transactions with owners, equity	59		36,014		0	(5,853)	(1,538)	203	28,885
Balance at Jun. 30, 2021	222		76,229		(1,465)	15,314	(49,882)	0	40,418
Statement Line Items [Line Items]
Loss for the year | Previously stated [member]	0		0		0	0	(21,569)	0	(21,569)
Loss for the year | Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]	0		0		0	0	(485)	0	(485)
Loss for the year	0		0		0	0	(22,054)	0	(22,054)
Other comprehensive income/(expense)	0		0		1,326	(283)	0	0	1,043
Increase (decrease) in equity before transaction with owners in their capacity of owners	222		76,229		(139)	15,031	(71,936)	0	19,407
Equity instruments									1,900
Issuance of shares	1	[1]	243	[1]	0	(122)	0	0	122
Other share issuances	1		217		0	(144)	0	0	74
Employee share awards	8	[2]	2,287	[2]	0	(283)	0	0	2,012
Increase (decrease) through transactions with owners, equity	34		23,189		0	(21,015)	0	0	2,208
Conversion of Aevitas equity instruments	24		20,442		0	(20,466)	0	0	0
Increase (decrease) through transactions with owners, equity	34		23,189		0	(21,015)	0	0	2,208
Balance (Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]) at Jun. 30, 2022									100
Balance at Jun. 30, 2022	256		99,418		(139)	(5,984)	(71,936)	0	21,615
Balance at Jun. 30, 2021	222		76,229		(1,465)	15,314	(49,882)	0	40,418
Statement Line Items [Line Items]
Equity instruments	0		0		0	49	0	0	49
Balance at Jun. 30, 2023	308		105,018		1,203	(6,492)	(96,291)	0	3,746
Balance at Jun. 30, 2022	256		99,418		(139)	(5,984)	(71,936)	0	21,615
Statement Line Items [Line Items]
Loss for the year	0		0		0	0	(24,355)	0	(24,355)
Other comprehensive income/(expense)	0		0		1,342	(106)	0	0	1,236
Increase (decrease) in equity before transaction with owners in their capacity of owners	256		99,418		1,203	(6,090)	(96,291)	0	(1,504)
Equity instruments									100
Issuance of shares	51	[1]	5,449	[1]	0	(446)	0	0	5,054
Employee share awards	1	[2]	151	[2]	0	(5)	0	0	147
Non-controlling interest	0		0		0	0	0	0	0
Increase (decrease) through transactions with owners, equity	52		5,600		0	(402)	0	0	3,746
Non-controlling interest	0		0		0	0	0	0	0
Increase (decrease) through transactions with owners, equity	52		5,600		0	(402)	0	0	3,746
Balance at Jun. 30, 2023	$ 308		$ 105,018		$ 1,203	$ (6,492)	$ (96,291)	$ 0	$ 3,746

[1] On July 29, 2022, the Company entered into a Securities Purchase Agreement to issue and sell, in a registered direct offering directly to an investor, (i) an aggregate of 2,300,000 ordinary shares (the “Shares”), nominal value $0.012 per share, at an offering price of $1.30 per share and (ii) an aggregate of 1,930,770 pre-funded warrants exercisable for ordinary shares at an offering price of $1.2999 per pre-funded warrant, for gross proceeds of approximately $5.5 million before deducting the placement agent fee and related offering expenses. The pre-funded warrants were sold to the Investor whose purchase of ordinary shares in the Registered Offering would otherwise result in the Investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s outstanding ordinary shares immediately following the consummation of the Registered Offering, in lieu of ordinary shares. Each pre-funded warrant represents the right to purchase one ordinary share at an exercise price of $0.0001 per share. The pre-funded warrants were exercised on November 22, 2022. In a concurrent private placement, the Company agreed to issue to the investor, Series A Warrants exercisable for an aggregate of 4,230,770 ordinary shares at an exercise price of $1.30 per share. Each Series A Warrant will be exercisable on February 2, 2023 and will expire on February 2, 2028. The Series A Warrants and the ordinary shares issuable upon the exercise of the Series A Warrants were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder. During the year ended June 30, 2021, the Company completed a series of capital raises on Nasdaq. A total of 4,091,019 ordinary shares were issued, comprising 3,382,350 ordinary shares issued on October 19, 2020 as an underwritten public offering pursuant to an F-1 registration statement filed with the SEC on October 14, 2020, and 708,669 ordinary shares issued during June 2021, at the market price (an ATM offering), pursuant to an F-3 registration statement filed with the SEC on December 21, 2020. In the year ended June 30, 2022, a further 82,644 ordinary shares were issued under the same registration statement.

[2] During the year ended June 30, 2023, 102,252 shares (year ended June 30, 2022: 682,220; year ended June 30, 2021: 792,126) were issued to employees and directors of the Company and consultants to the Company under the Omnibus Incentive Plan.

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Note 1 - Reporting Entity

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of basis of consolidation [text block]

1. Reporting entity

VivoPower International PLC (“VivoPower” or the “Company”) is a public company limited by shares and incorporated under the laws of England and Wales and domiciled in the United Kingdom. The address of the Company’s registered office is The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF, United Kingdom. 

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities"). Since June 30, 2021, the Company no longer has an ultimate controlling party, as AWN Holdings Limited (collectively with its affiliates and subsidiaries, "AWN") holds less than 50% equity interest in the Company, being 39.5% as at June 30, 2023. In prior periods, the ultimate controlling party and the results into which these financials were consolidated was AWN, a company registered in Australia.

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Note 2 - Significant Accounting Policies

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of the significant accounting policies [text block]

2. Significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated.

2.1 Basis of preparation

VivoPower International PLC consolidated financial statements were prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, except when accounting for acquisitions, whereby fair values have been applied.

The preparation of financial statements with adopted IFRS requires the use of critical accounting estimates. It also requires the management to exercise judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where the assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

The financial statements have been prepared on a going concern basis.

As at June 30, 2023, the Company had unrestricted cash totalling $0.6 million, compared to $1.3 million as at  June 30, 2022 and $8.6 million as at June 30, 2021. It also has outstanding debt and borrowing totaling $32.4 million, compared to $28.6 million as at June 30, 2022 and $23.1 million as at June 30, 2021. Most of these borrowings do not fall due for repayment until 1 April 2025 and are thus classified under long-term liabilities.

Over the next twelve months, the Company expects significant growth in revenues and continued EBITDA generation in critical power systems, a material increase in revenue and costs in scaling up the Electric Vehicles business as the operation scales series production of its EUV23 conversion kits to match the demand from its signed partnerships. The Company will also be investing in further capitalized development costs in electric vehicles in preparation for Tembo series production. In addition, it expects to fund selective development of the U.S. solar portfolio to maximize future sales proceeds, as well as development of microgrid, EV charging and battery energy storage capabilities, as part of the scaling up of the SES business unit. The Company will also be investing in property, plant and equipment, particularly in Tembo.

This expected growth implies sizeable funding requirements over FY2024, which the Company is planning to finance through significant equity capital raises, asset-backed financing, debtor financing, working capital optimization with suppliers and customers, and tax relief on R&D expenditure, either at Group or subsidiary levels depending on what is best suited to the Company’s growth needs and optimizing for cost of capital. 

To ensure success of the business, the directors have reviewed additional plans to mitigate any cash flow risk that may arise during the next twelve months. These include:

● Regular re-forecasting process and flexing of opex and capex cost growth according to liquidity needs;

● Phased approach to hiring of personnel to sustain growth of the Tembo business;

● Staging the timing of property, plant and equipment and software capex to match asset-backed financing inflows;

● Obtain Research & Development grants in the U.K., Europe and Australia to help fund investment in electric, solar and battery technologies;

● Careful project planning and commercial structuring of SES projects;

● Possible sale, spin off, or distribution in specie of Caret, LLC ("Caret"), formerly Innovative Solar Ventures I, LLC ("ISV");

● Purchase order financing, debtor financing facilities;

● Staging the timing of equity raises to minimize dilution; and

● Renegotiation of terms on loans and supply chain.

Based on the foregoing expectations of funding needs, and actions prepared and presented by management to the Board of Directors, the Directors consider that these actions can provide sufficient cash to support business operations and meet funding requirements as they become due, despite financial, economic and political uncertainty. If we continue to experience losses and we are not able to raise additional financing to provide the funding to grow the revenue streams of the Company to become profit making, or generate cash through sales of assets, we may not have sufficient liquidity to sustain our operations and to continue as a going concern, accordingly there is a material uncertainty that may cause significant doubt about the going concern nature of the Group. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

All financial information presented in US dollars has been rounded to the nearest thousand.

2.2 Basis of consolidation

The consolidated financial statements include those of VivoPower International PLC and all of its subsidiary undertakings.

Subsidiary undertakings are those entities controlled directly or indirectly by the Company. The Company controls an investee when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The results of the subsidiaries acquired are included in the Consolidated Statement of Comprehensive Income from the date of acquisition using the same accounting policies of those of the Group. All business combinations are accounted for using the purchase method. The consideration transferred in a business combination is the fair value at the acquisition date of the assets transferred and the liabilities incurred by the Group and includes the fair value of any contingent consideration arrangement. Acquisition-related costs are recognized in the income statement as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by other members of the Group.

All intra-group balances and transactions, including any unrealized income and expense arising from intra-group transactions, are eliminated in full in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

2.3 Business combination

The acquisition method of accounting is used to account for all business combinations, 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

● liabilities incurred to the former owners of the acquired businesses

● equity interests issued by the Company

● fair value of any asset or liability resulting from a contingent consideration arrangement, and

● fair value of any pre-existing equity interest in the subsidiary.

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. The Group recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Acquisition-related costs are expenses as incurred.

The excess of the:

● consideration transferred

● amount of any non-controlling interest in the acquired entity, and

● acquisition-date fair value of any previous equity interest in the acquired entity

over the fair value 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 business acquired, the difference is recognized directly in profit or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognized in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss.

2.4 Intangible assets

All intangible assets, except goodwill, are stated at fair value less accumulated amortization and any accumulated impairment losses. Goodwill is not amortized and is stated at cost less any accumulated impairment losses. Any gain on a bargain purchase is recognized in profit or loss immediately.

Goodwill

Goodwill arose on the effective acquisition of VivoPower Pty Ltd, Aevitas O Holdings Limited (“Aevitas”) and Tembo e-LV B.V. Goodwill is reviewed annually to test for impairment.

Negative goodwill arose on the acquisition of the remaining 50% share of ISV from Innovative Solar Systems, LC ("ISS"), constituting a bargain purchase. The gain was immediately recognized in the profit and loss during the year ended June 30, 2021.

Other intangible assets

Intangible assets acquired through a business combination are initially measured at fair value and then amortized over their useful economic lives. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates.

Development expenditure includes the product development project for ruggedized electric vehicles in Tembo, pre-series-production expenditure on developing vehicle specifications and production processes. Capitalized costs include primarily internal payroll costs, external consultants and computer software.

Development expenditure on U.S. solar projects includes securing land rights, completing feasibility studies, negotiating power purchase agreements, and other costs incurred to prepare project sales for Notice to Proceed with construction and hence sale to a partner as a shovel ready project.

For both electric vehicles product development project, and U.S. solar development projects, it is the Company’s intention to complete the projects. It expects to obtain adequate technical, financial and other resources to complete the projects, and management consider that it is probable for the future economic benefits attributable to the development expenditure to flow to the entity; and that the cost of the asset can be measured reliably. Accordingly, the development expenditure is recognized under IAS 38 – Intangible Assets as an intangible asset.

All other expenditure, including expenditure on internally generated goodwill and brands, and research costs, are recognized in profit or loss as incurred.

Amortization is calculated on a straight-line basis to write down the assets over their useful economic lives at the following rates:

● Development expenditure - 5 to 10 years

● Customer relationships – 5 to 10 years

● Trade names – 15 to 25 years

● Favorable supply contracts – 15 years

● Other – 5 years

2.5 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and the costs directly attributable to bringing the asset into use.

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

Depreciation is calculated on a straight-line basis so as to write down the assets to their estimated residual value over their useful economic lives at the following rates:

● Computer equipment - 3 years

● Fixtures and fittings - 3 to 20 years

● Motor vehicles - 5 years

● Plant and equipment – 3.5 to 10 years

● Right-of-use assets – remaining term of lease

2.6 Assets classified as held for sale and discontinued operations

Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying value and fair value less costs to sell. An impairment loss is recognized for any subsequent write-down of the asset to fair value less costs to sell.

A discontinued operation is a component of the Company that has been disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations. The results of discontinued operations are presented separately in the statement of profit or loss.

2.7 Inventory

Inventories are stated at the lower of cost and net realizable value, in accordance with IAS 2 – Inventories. The cost includes all direct and indirect variable production expenses, plus fixed expenses based on the normal capacity of each production facility. The net realizable value of inventories intended to be sold corresponds to their selling price, as estimated based on market conditions and any relevant external information sources, less the estimated costs necessary to complete the sale.

2.8 Leases

The Group leases offices, workshops, motor vehicles, and equipment for fixed periods of 2 months to 8 years but may have extension options. Extension options are not recognized by the Group in the determination of lease liabilities unless renewals are reasonably certain.

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of real estate for which the Group is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Assets and liabilities arising from a lease are initially measured on a present value basis, with lease payments discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group’s incremental borrowing rate is used. The Group presents lease liabilities in loans and borrowings in the Statement of Financial Position.

Lease payments are allocated between principal and finance cost. The finance cost is charged to the Statement of Comprehensive Income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are presented in property, plant and equipment and depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

2.9 Impairment of non-financial assets

Goodwill is allocated to cash-generating units for the purposes of impairment testing. The recoverable amount of the cash-generating unit (‘CGU’) to which the goodwill relates is tested annually for impairment or when events or changes to circumstances indicate that it might be impaired.

The carrying values of property, plant and equipment, investments and intangible assets other than goodwill are reviewed for impairment only when events indicate the carrying value may be impaired.

In an impairment test the recoverable amount of the cash-generating unit or asset is estimated in order to determine the existence or extent of any impairment loss. The recoverable amount is the higher of fair value less costs to sell and the value in use to the Group. An impairment loss is recognized to the extent that the carrying value exceeds the recoverable amount. In determining a cash-generating unit’s or asset’s value in use, 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 risks specific to the cash-generating unit or asset that have not already been included in the estimate of future cash flows. All impairment losses are recognized in the Statement of Comprehensive Income.

An impairment loss in respect of goodwill is not reversed. In the case of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. These impairment losses are reversed if there has been any change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent so that the asset’s carrying amount does not exceed the carrying value that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

2.10 Financial instruments

Financial assets and liabilities are recognized in the Group’s Statement of Financial Position when the Group becomes a party to the contracted provision of the instrument. The following policies for financial instruments have been applied in the preparation of the consolidated financial statements.

The Company classifies its financial assets in the following measurement categories:

● those to be measured subsequently at fair value through profit or loss; and,

● those to be measured at amortized cost.

The classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial assets are classified as at amortized cost only if both of the following criteria are met:

● the asset is held within a business model whose objective is to collect contractual cash flows; and,

● the contractual terms give rise to cash flows that are solely payments of principal and interest.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

● in the principal market for the asset or liability; or,

● in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2 - valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

Level 3 - valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

Cash and cash equivalents

For the purpose of preparation of the Statement of Cash Flow, cash and cash equivalents includes cash at bank and in hand.

Restricted cash

Restricted cash are cash and cash equivalents whose availability for use within the Group is subject to certain restrictions by third parties.

Bank borrowings

Interest-bearing bank loans are recorded at the proceeds received. Direct issue costs paid on the establishment of loan facilities are recognized over the term of the loan on a straight-line basis. The initial payment is taken to the Statement of Financial Position and then amortized over the full-length of the facility.

Trade and other receivables

Trade and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less any allowance for the expected future issue of credit notes and for non-recoverability due to credit risk. The Group applies the IFRS 9 – Financial Instruments simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.

Trade and other payables

Trade and other payables are non-interest bearing and are stated at amortized cost using the effective interest method.

Share capital

Ordinary Shares, nominal value $0.012 per share (the "Ordinary Shares") are classified as equity. Incremental costs directly attributable to the issue of Ordinary Shares are recognized as a deduction from equity, net of any tax effects.

Repurchase of share capital (treasury shares)

When share capital recognized as equity is repurchased as equity by the Company the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity, and excluded from the number of shares in issue when calculating earnings per share.

2.11 Taxation

Income tax expense comprises current and deferred tax.

Current tax is recognized based on the amounts expected to be paid or recovered under the tax rates and laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is provided on temporary timing differences that arise between the carrying amounts of assets and liabilities for financial reporting purposes and their corresponding tax values. Liabilities are recorded on all temporary differences except in respect of initial recognition of goodwill and in respect of investments in subsidiaries where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that it will not reverse in the foreseeable future. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the asset can be offset. Deferred tax is measured on an undiscounted basis using the tax rates and laws that have been enacted or substantively enacted by the end of the accounting period.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, they relate to income taxes levied by the same tax authority and the Group intends to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

Current and deferred tax are recognized in the Statement of Comprehensive Income, except when the tax relates to items charged or credited directly to equity, in which case it is dealt with directly in equity.

2.12 Provisions

Provisions are recognized when the Group has a present obligation because of a past event, it is probable that the Group will be required to settle that obligation, and it can be measured reliably.

Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the date of Statement of Financial Position.

Where the time value of money is material, provisions are measured at the present value of expenditures expected to be paid in settlement.

2.13 Earnings per share

The Group presents basic (“EPS”) data for 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, excluding the shares held as treasury shares.

2.14 Foreign currencies

The Company’s functional and presentational currency is the US dollar. Items included in the separate financial statements of each Group entity are measured in the functional currency of that entity. Transactions denominated in foreign currencies are translated into the functional currency of the entity at the rates of exchange prevailing at the dates of the individual transactions. Foreign currency monetary assets and liabilities are translated at the rates of exchange prevailing at the end of the reporting period.

Exchange gains and losses arising are charged to the Statement of Comprehensive Income within finance income or expenses. The Statement of Comprehensive Income and Statement of Financial Position of foreign entities are translated into US dollars on consolidation at the average rates for the period and the rates prevailing at the end of the reporting period respectively. Exchange gains and losses arising on the translation of the Group’s net investment foreign entities are recognized as a separate component of shareholders’ equity.

Foreign currency denominated share capital and related share premium and reserve accounts are recorded at the historical exchange rate at the time the shares were issued, or the equity created.

2.15 Revenue from contracts with customers

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary course of the Group’s activities. Revenue is shown net of discounts, value-added tax, other sales related taxes, and after the elimination of sales within the Group.

Revenue comprises development revenues, electrical installations, electrical servicing and maintenance, generator sales, vehicle spec conversion and conversion kits. Revenue is recognized upon satisfaction of contractual performance obligations.

The Group has a number of different revenue streams and the key components in determining the correct recognition are as follows:

Development revenue, which is revenue generated from development services relating to the building and construction of solar projects, is recognized on a percentage completion basis as the value is accrued by the end user over the life of the contract. The periodic recognition is calculated through weekly project progress reports.

On longer-term power services projects such as large-scale equipment provision and installation, the performance obligation of completing the installation is satisfied over time, and revenue is recognized on a percentage completion basis using an input method. Revenue for stand-alone equipment sales is recognized at the point of passing control of the asset to the customer. Other revenue for small jobs and those completed in a limited timeframe are recognized when the job is complete and accepted by the customer.

Revenue for sale of electric vehicles, kits for electric vehicles and related products is recognized upon delivery to the customer. Where distribution agreements are agreed with external parties to participate in the assembly of vehicles, revenue recognition will be assessed under IFRS 15 - Revenue from Contracts with Customers, to establish the principal and agent in the relationship between the parties and with the end customer.

Warranties are of short duration and only cover defective workmanship and defective materials. No additional services are committed to which generate a performance obligation.

No adjustment is made for the effects of financing, as the Company expects, at contract inception, that the period between when the goods and services are transferred to the customer and when the customer pays, will be one year or less.

If the revenue recognized for goods and services rendered by the Company exceeds amounts that the Company is entitled to bill the customer, a contract asset is recognized. If amounts billed exceed the revenue recognized for goods and services rendered, a contract liability is recognized.

Incremental costs of obtaining a contract are expensed as incurred.

2.16 Other income

Other income in relation to government grants, is recognized in the period that the related costs, for which the grants are intended to compensate, are expensed.

2.17 Employee benefits

Pension

The employer pension contributions are associated with defined contribution schemes. The costs are therefore recognized in the month in which the contribution is incurred, which is consistent with recognition of payroll expenses.

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount because of past service provided by the employee and the obligation can be reliably measured.

Short-term compensated absences

A liability for short-term compensated absences, such as holidays, is recognized for the amount the Group may be required to pay because of the unused entitlement that has accumulated at the end of the reporting period.

Share-based payments

Shares issued to employees and other participants under the Omnibus Incentive Plan 2017 are recognized over the expected vesting period, using the grant date share price, in accordance with IFRS 2 Share-based Payments.

2.18 Restructuring and other non-recurring costs

Restructuring and other non-recurring costs are by nature one-time incurrences and do not represent the normal trading activities of the business and accordingly are disclosed separately on the Consolidated Statement of Comprehensive Income in accordance with IAS 1 – Presentation of Financial Statements in order to draw them to the attention of the reader of the financial statements. Restructuring costs are defined in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets as being related to sale or termination of a line of business, closure of business locations, changes in management structure, or fundamental reorganizations.

Other non-recurring costs include litigation expenses for former employees, including fees for legal services and provisions under IAS 37 for legal fee dispute resolutions that are probable to result in a quantifiable financial outflow by the Company.

Other non-recurring costs also include legal and professional costs for project review and investigation detailed review and sales campaign for solar projects managed by the ISS joint venture partner.

Other non-recurring costs also include one-off costs resulting from acquisition of Tembo e-LV and subsidiaries and impairment and write-off of nonrecoverable items.

Other non-recurring costs also include provisions in respect of fiscal refunds on prior receivables, which the Company is defending.

2.19 New standards, amendments and interpretations not yet adopted by the Group

At the date of authorisation of these financial statements the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

International Accounting Standards (amendments)	Effective date*
IAS 1 - Amendments regarding the classification of liabilities	1 January 2023
IAS 1, IFRS Practice Statement 2 - Amendments to IAS 1 and IFRS Practice Statement 2	1 January 2023
IAS 1 - Amendments regarding non-current liabilities with covenants	1 January 2024
IAS 8 (amendments) - Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates	1 January 2023
IFRS 16 - Amendments regarding lease liability in a sale and leaseback	1 January 2024
*Years beginning on or after

The Directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Group or Company in future periods.

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Note 3 - Significant Accounting Judgements and Estimates

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of accounting judgements and estimates [text block]

3. Significant accounting judgements and estimates

In preparing the consolidated financial statements, the directors are required to make judgements in applying the Group’s accounting policies and in making estimates and making assumptions about the future. These estimates could have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the future financial periods. The critical judgements that have been made in arriving at the amounts recognized in the consolidated financial statements are discussed below.

3.1 Revenue from contracts with customers – determining the timing of satisfaction of services

As disclosed in Note 2.15 to the Financial Statements the Group concluded that Solar Development revenue and revenue from other long-term projects is recognized over time as the customer simultaneously receives and consumes the benefits provided. The Group determined that the percentage completion basis is the best method in measuring progress because there is a direct relationship between the Group’s effort and the transfer of services to the customer. The judgement used in applying the percentage completion basis affects the amount and timing of revenue from contracts.

3.2 Impairment of non-financial assets

The carrying values of property, plant and equipment, investments and intangible assets other than goodwill are reviewed for impairment only when events indicate the carrying value may be impaired. Goodwill is tested annually for impairment or when events or changes to circumstances indicate that it might be impaired.

Impairment assessments require the use of estimates and assumptions. To assess impairment, 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 risks specific to the related cash-generating unit. Judgement was applied in making estimates and assumptions about the future cash flows, including the appropriateness of discounts rates applied and operating performance (which includes production and sales volumes), as further disclosed in Note 14. These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will impact these projections, which may impact the recoverable amount of assets and/or CGUs.

3.3 Operating profit/(loss)

In preparing the consolidated financial statements of the Group, judgement was applied with respect to those items which are presented in the Consolidated Statement of Comprehensive Income as included within operating profit/(loss). Those revenues and expenses which are determined to be specifically related to the on-going operating activities of the business are included within operating profit/(loss). Expenses or charges to earnings which are not related to operating activities, are one-time costs determined to be not representative of the normal trading activities of the business, or that arise from revaluation of assets, are reported below operating profit/(loss).

3.4 Litigation provision

No litigation provision was recorded at June 30, 2023. The provision of $0.5 million for disputed legal success fees related to the Mr. Comberg litigation recorded at June 30, 2021 was estimated by management, making a judgement in conjunction with advice from legal counsel, on the likely outcome of the claim. $0.4 million of this provision was utilized in the year ended June 30, 2022, and the remainder released.

3.5 Capitalization of product development costs

The Group capitalizes costs for product development projects in the EV segment. The capitalization of costs is based on management’s judgement that technological and economic feasibility is confirmed, and all other recognition criteria within IAS 38 can be demonstrated. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation, discount rates to be applied and the expected period of benefits. As of June 30, 2023, the carrying amount of capitalized development costs were $7.8 million (2022: $3.8 million).

3.6 Contingent consideration on disposals

Included within the assessment of recoverable value for impairment purposes of assets held for sale related to the sale of the J.A. Martin ex-solar business, as at June 30, 2022, were estimates of the contingent consideration included within the sale agreement. The contingent consideration receivable 12 months following sale, is based on a multiple of earnings before interest, tax, depreciation and amortization of the business. The fair value of contingent consideration of $4.5 million applied a contracted 4.5x multiple to year 1 forecast EBITDA of AUD$2.7 million, less purchase price paid, discounted at 10% to net present value, less purchase price paid. Final settlement of the contingent consideration was paid in August 2023, and the receivable amount and loss on disposal adjusted accordingly.

3.7 Income taxes

In recognizing income tax assets and liabilities, management makes estimates of the likely outcome of decisions by tax authorities on transactions and events whose treatment for tax purposes is uncertain. Where the outcome of such matters is different, or expected to be different, from previous assessments made by management, a change to the carrying value of the income tax assets and liabilities will be recorded in the period in which such determination is made. The carrying values of income tax assets and liabilities are disclosed separately in the Consolidated Statement of Financial Position.

3.8 Deferred tax assets

Deferred tax assets for unused tax losses amounting to $4.3 million at June 30, 2023 ( June 30, 2022: $4.1 million; June 30, 2021: $1.9 million) are recognized to the extent that it is probable that sufficient taxable profit will be available against which the losses can be utilized. Management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the deferred tax assets recorded at the reporting date could be impacted.

3.9 Exchangeable preference shares, exchangeable notes and Aevitas preference shares

As part of the IPO listing process, VivoPower acquired Aevitas. The instruments previously issued by Aevitas were restructured to become exchangeable into VivoPower shares. The Company considered IAS 32 paragraph 16 in determining the accounting treatment. The Company has determined the instruments to be treated as equity under the “fixed-for-fixed” rule meaning that both the amount of consideration received/receivable and the number of equity instruments to be issued must be fixed for the instrument to be classified as equity. Both elements are satisfied within the instruments.

Whilst the majority of the Aevitas exchangeable preference shares and exchangeable notes were converted into Ordinary Shares in VivoPower in July 2021 a minority of investors in the instruments elected to accept new Aevitas Preference Shares. The Company considered IAS 32 paragraph 16 in determining the accounting treatment, and has determined the new Aevitas Preference Shares instruments should be treated as equity.

3.10 Fair value measurement

The fair values of financial assets and liabilities recorded in the statement of financial position are measured using valuation techniques including discounted cash flow (DCF) models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Changes in assumptions about these factors could affect the reported fair value. When the fair values of non-financial assets/CGUs need to be determined, for example in business combinations and for impairment testing purposes, they are measured using valuation techniques including the DCF model.

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Note 4 - Revenue and Segmental Information

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of entity's operating segments [text block]

4 Revenue and segmental information

The Group determines and presents operating segments based on the information that is provided internally to the board of directors of the Company (the "Board"), which is the Group’s chief operating decision maker.

Management analyzes our business in five reportable segments: Critical Power Services, Electric Vehicles, Sustainable Energy Solutions, Solar Development and Corporate Office. Critical Power Services is represented by VivoPower’s wholly owned subsidiary Aevitas. In turn, Aevitas wholly owns Kenshaw Solar Pty Ltd (previously J.A. Martin) (“Aevitas Solar”) and Kenshaw Electrical Pty Limited (“Kenshaw”), both of which operate in Australia with a focus on the design, supply, installation and maintenance of critical power, control and distribution systems, including for solar farms. Electric Vehicles is represented by Tembo e-LV B.V. (“Tembo”), a Netherlands-based specialist battery-electric and off-road vehicle company delivering electric vehicles (“EV”) for mining and other rugged industrial customers globally. Sustainable Energy Solutions (“SES”) is the design, evaluation, sale and implementation of renewable energy infrastructure to customers, both on a standalone basis and in support of Tembo EVs. Solar Development is represented by Caret and comprises 12 solar projects in the United States. Corporate Office is the Company’s corporate functions, including costs to maintain the Nasdaq public company listing, comply with applicable SEC reporting requirements, and related investor relations and is located in the U.K.

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including any revenues and expenses that relate to the transactions with any of the Group’s other components. Operating segments results are reviewed regularly by the Board to assess its performance and make decisions about resources to be allocated to the segment, and for which discrete financial information is available.

Segment results that are reported to the Board include items directly attributable to a segment as well as those that can be allocated to a segment on a reasonable basis.

4.1 Revenue

Revenue from continuing operations by geographic location is as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Australia		13,596		20,958		22,581
Netherlands		1,464		1,490		1,394
United Kingdom		-		-		-
United States		-		-		-
Total revenues		15,060		22,448		23,975

Revenue by product and service is as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Electrical products and related services		13,596		20,958		22,396
Development fees		-		-		185
Vehicle spec conversion		-		789		137
Conversion kits		1,394		301		1,219
Accessories		70		400		38
Total revenues		15,060		22,448		23,975

The Group had one customer representing more than 10% of revenue for the year ended June 30, 2023 (year ended June 30, 2022: none; year ended June 30, 2021: none).

4.2 Operating segments

a) Segment results of operations

Results of operations by reportable segment are as follows:

	Continuing operations																		Discontinued operations			Total
Year Ended June 30, 2023	Critical Power			Solar			Electric			Sustainable Energy			Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Continuing			Services
Revenue from contracts with customers		13,596			-			1,464			-			-			15,060			-			15,060
Costs of sales - other		(11,900	)		-			(1,572	)		-			-			(13,472	)		-			(13,472	)
Cost of sales - non-recurring events		(3,850	)		-			-			-			-			(3,850	)		-			(3,850	)
Gross profit		(2,154	)		-			(108	)		-			-			(2,262	)		-			(2,262	)
General and administrative expenses		(1,390	)		(297	)		(1,005	)		(367	)		(4,561	)		(7,620	)		-			(7,620	)
Other gains/(losses)		-			-			-			30			-			30			(4,207	)		(4,177	)
Other income		50			69			-			-			-			119			-			119
Depreciation and amortization		(895	)		-			(673	)		(3	)		(10	)		(1,581	)		-			(1,581	)
Operating loss		(4,389	)		(228	)		(1,786	)		(340	)		(4,571	)		(11,314	)		(4,207	)		(15,521	)
Restructuring and other non-recurring costs		(1	)		-			(214	)		-			(1,869	)		(2,084	)		-			(2,084	)
Finance expense - net		(6,841	)		(34	)		936			(50	)		(221	)		(6,210	)		-			(6,210	)
Profit/(loss) before income tax		(11,231	)		(262	)		(1,064	)		(390	)		(6,661	)		(19,608	)		(4,207	)		(23,815	)
Income tax		(619	)		-			(40	)		119			-			(540	)		-			(540	)
Loss for the year		(11,850	)		(262	)		(1,104	)		(271	)		(6,661	)		(20,148	)		(4,207	)		(24,355	)

	Continuing operations																		Discontinued operations			Total
Year Ended June 30, 2022 (restated)	Critical Power			Solar			Electric			Sustainable Energy			Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Continuing			Services
Revenue from contracts with customers		20,958			-			1,490			-			-			22,448			15,168			37,616
Costs of sales - other		(18,804	)		-			(1,504	)		-			-			(20,308	)		(13,842	)		(34,150	)
Cost of sales - non-recurring events		(1,881	)		-			-			-			-			(1,881	)		-			(1,881	)
Gross profit		273			-			(14	)		-			-			259			1,326			1,585
General and administrative expenses		(1,568	)		(80	)		(2,901	)		(1,660	)		(7,602	)		(13,811	)		(1,485	)		(15,296	)
Other gains/(losses)		103			(139	)		-			23			-			(13	)		-			(13	)
Other income		662			-			-			-			-			662			324			986
Depreciation and amortization		(1,165	)		-			(443	)		(3	)		(9	)		(1,620	)		(767	)		(2,387	)
Operating loss		(1,695	)		(219	)		(3,358	)		(1,640	)		(7,611	)		(14,523	)		(602	)		(15,125	)
Restructuring and other non-recurring costs		45			-			(429	)		-			(59	)		(443	)		-			(443	)
Finance expense - net		(7,470	)		-			(974	)		23			(10	)		(8,431	)		(172	)		(8,603	)
Profit/(loss) before income tax		(9,120	)		(219	)		(4,761	)		(1,617	)		(7,680	)		(23,397	)		(774	)		(24,171	)
Income tax		1,349			-			575			192			(148	)		1,968			149			2,117
Loss for the year		(7,771	)		(219	)		(4,186	)		(1,425	)		(7,828	)		(21,429	)		(625	)		(22,054	)

	Continuing operations																	Discontinued operations			Total
Year Ended June 30, 2021	Critical Power			Solar			Electric			Sustainable Energy		Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions		Office			Continuing			Services
Revenue		22,396			185			1,394			-		-			23,975			16,436			40,411
Costs of sales - other		(18,322	)		-			(1,292	)		-		-			(19,614	)		(14,470	)		(34,084	)
Cost of sales - non-recurring events		-			-			-			-		-			-			-			-
Gross profit		4,074			185			102			-		-			4,361			1,966			6,327
General and administrative expenses		(1,522	)		(1,309	)		(1,923	)		-		(4,897	)		(9,651	)		(1,482	)		(11,133	)
Other gains/(losses)		36			733			-			-		-			769			-			769
Other income		960			-			-			-		-			960			552			1,512
Depreciation and amortization		(1,099	)		(4	)		(346	)		-		(4	)		(1,453	)		(803	)		(2,256	)
Operating profit/(loss)		2,449			(395	)		(2,167	)		-		(4,901	)		(5,014	)		233			(4,781	)
Restructuring and other non-recurring costs		(24	)		-			(631	)		-		(2,222	)		(2,877	)		(3	)		(2,880	)
Finance expense - net		1,824			(24	)		(1	)		-		(2,073	)		(274	)		(137	)		(411	)
Profit/(loss) before income tax		4,249			(419	)		(2,799	)		-		(9,196	)		(8,165	)		93			(8,072	)
Income tax		(691	)		96			733			-		-			138			(24	)		114
Loss for the year		3,558			(323	)		(2,066	)		-		(9,196	)		(8,027	)		69			(7,958	)

b) Segment net assets

Net assets by reportable segment are as follows:

As at June 30, 2023	Critical Power			Solar		Electric			Sustainable Energy			Corporate
(US dollars in thousands)	Services			Development		Vehicles			Solutions			Office			Total
Assets		18,034			12,726		17,493			10,343			2,819			61,416
Liabilities		(15,539	)		-		(7,564	)		(645	)		(33,921	)		(57,670	)
Net assets/(liabilities)		2,495			12,726		9,929			9,698			(31,102	)		3,746

As at June 30, 2022	Critical Power			Solar			Electric			Sustainable Energy			Corporate
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Total
Assets		30,878			22,505			14,202			1,170			903			69,657
Liabilities		(13,452	)		(377	)		(4,528	)		(485	)		(29,200	)		(48,042	)
Net assets/(liabilities)		17,426			22,128			9,673			685			(28,297	)		21,615

As at June 30, 2021	Critical Power			Solar			Electric			Sustainable Energy		Corporate
(US dollars in thousands)	Services			Development			Vehicles			Solutions		Office			Total
Assets		35,604			24,693			9,027			-		7,188			76,512
Liabilities		(9,442	)		(767	)		(2,093	)		-		(23,792	)		(36,094	)
Net assets/(liabilities)		26,162			23,926			6,934			-		(16,604	)		40,418

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Note 5 - Gain (Loss) on Solar Development

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of gain (loss) on sale of assets [text block]

5. Other gains/(losses) 

	Year Ended June 30
(US dollars in thousands)	2023		2022			2021
Australia solar projects		30		23			(165	)
ISS Joint Venture - 50% share of discontinued projects		-		-			(6,950	)
Gain on acquisition of remaining 50% ISV from ISS		-		-			7,848
Other gains/(losses)		-		(36	)		36
Total other gains/(losses)		30		(13	)		769

The Company recorded a net loss for solar projects in Australia, related primarily to the sale of its 50% interest in the Yoogali Solar Farm on June 1, 2021. The loss on sale of $0.2 million comprised disposal of $0.2 million net book value of intangible assets. Additionally, the Company recognized $0.1 million gain on the disposal of Daisy Hill.

The Company recorded a loss of $7.0 million in respect of its share of discontinued Solar Development projects in the joint venture, Caret, prior to acquisition of the remaining 50% interest by the Company on June 30, 2021.

On June 30, 2021, the Company completed its acquisition of the remaining 50% share in Caret. As detailed in Note 12.b, the difference between consideration of $5.4 million, being the fair value of pre-acquisition equity interest held by VivoPower, and fair value of acquired net assets of $13.2 million, resulted in a gain of $7.8 million. Results of operations for the portfolio are reported within the Solar Development segment.

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Note 6 - Other Income

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of other operating income [text block]

6. Other income

The Australian government’s Jobkeeper allowance helped keep Australian citizens in jobs and supported businesses affected by the significant economic impact of the COVID-19 pandemic. The allowance is included in other income and recognized in the period that the related costs, for which it is intended to compensate, are expensed. There are no unfulfilled conditions or other contingencies attaching to these grants. The Group did not benefit directly from any other forms of government assistance. This also includes a previous year deposit which was refunded in March 2023.

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Note 7 - Operating Profit (Loss)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of operating (loss) profit [text block]

7. Operating profit/(loss)

Operating profit/(loss) from continuing operations is stated after charging/(crediting):

	Year Ended June 30
(US dollars in thousands)	2023			2022		2021
Amortization of intangible assets		831			850		815
Depreciation of property, plant and equipment		750			770		638
Auditors' remuneration - audit fees		218			177		163
Auditors' remuneration - tax services		8			12		12
Directors' emoluments		719			693		676
(Gain)/loss on disposal of assets		(30	)		13		(769	)

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Note 8 - Restructuring and Other Non-recurring Costs

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of restructuring costs [text block]

8. Restructuring and other non-recurring costs

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Corporate restructuring - professional fees		200			189			179
Corporate restructuring - litigation provision		-			(128	)		2,039
Fiscal refunds provision		1,768			-			-
Impairment and write-off		422			-			-
Remediation		(361	)		382			-
Relocation		-			-			27
Acquisition related and other costs		55			-			632
Total		2,084			443			2,877

In the year ended June 30, 2023, the Company incurred non-recurring costs related to a provision in respect of fiscal refunds on prior receivables, which the Company is defending of $1.8 million, restructuring activities of $0.2 million and provision for inventory obsolescence and write-off of bad debts of $0.4 million, offset by $0.4 million release of remediation provision.

In the year ended June 30, 2022, the Company incurred non-recurring costs related to restructuring activities of $0.2 million and one-off remediation expenses of $0.4 million, offset by $0.1 million release of unutilized provision related to the Comberg Claims.

In the year ended June 30, 2021, the Company also incurred non-recurring costs for legal, accounting, tax advisory and due diligence costs of $0.6 million related to the acquisition of Tembo e-LV in November 2020.

Restructuring and other non-recurring costs by nature are one-time incurrences, and therefore, do not represent normal trading activities of the business. These costs are disclosed separately in order to draw them to the attention of the reader of the financial information and enable comparability in future periods.

In FY 2021, the Board undertook a strategic restructuring of the business to align operations, personnel, and business development activities to focus on a fewer number of areas of activity. Associated with this restructuring was the departure of a number of employees and contractors from the business. The workforce reduction cost represents the total salary, benefit, severance, and contract costs paid in the year or accruing to these individuals in the future for which no services will be rendered to the Company. Professional fees represent legal fees incurred to resolve certain disputes related to some of these separations in both the current and prior year. 

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Note 9 - Staff Numbers and Costs

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of employee benefits [text block]

9. Staff numbers and costs

The average number of employees (including directors) during the period was:

	Year Ended June 30
	2023		2022		2021
Sales and Business Development		11		13		13
Central Services and Management		18		29		35
Production		64		212		164
Total		93		254		212

Their aggregate remuneration costs comprised:

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021
Salaries, wages and incentives		5,465		15,372		14,550
Social security costs		430		730		795
Pension contributions		369		844		850
Short-term compensated absences		366		1,277		1,200
Total		6,630		18,223		17,395

Directors’ emoluments for the year ended June 30, 2023 were $347,179 (year ended June 30, 2022: $376,043; year ended June 30, 2021: $675,807) of which the highest paid director received $81,819 (year ended June 30, 2022: $91,029; year ended June 30, 2021: $92,119). Director emoluments include employer social security costs. 

Key Management Personnel:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Salaries, wages and incentives		1,120		1,578		1,949
Social security costs		38		151		101
Pension contributions		60		114		64
Equity incentives		-		392		244
Short-term compensated absences		-		-		2
Total		1,218		2,235		2,361

Key management personnel are those below the Board level that have a significant impact on the operations of the business. The number of key management personnel, including directors for the year ended June 30, 2023 was 10 (year ended June 30, 2022: 10; year ended June 30, 2021: 10).

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Note 10 - Finance Income and Expense

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of finance income (cost) [text block]

10. Finance income and expense

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Finance income
Foreign exchange gain		1,150		173		2,176
Interest income		6		-		-
Total finance income		1,156		173		2,176

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Finance expense
Related party loan interest payable		3,801		3,351		1,986
Convertible loan notes and preference shares interest payable		254		217		1,228
Waived dividends on convertible preference shares		-		-		(327	)
Waived dividends on convertible loan notes		-		-		(668	)
Debtor invoice finance interest payable		100		24		7
Lease liability interest payable		171		133		42
Bank interest payable		47		3		-
Foreign exchange losses		2,704		4,709		92
Other finance costs		289		167		90
Total finance expense		7,366		8,604		2,450

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Note 11 - Taxation

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of income tax [text block]

11. Taxation

(a) Tax (charge)/credit

	Year Ended June 30
	2023								2022								2021
(US dollars in thousands)	Continuing			Discontinued		Total			Continuing			Discontinued		Total			Continuing			Discontinued			Total
Current tax
UK corporation tax		-			-		-			(52	)		-		(52	)		-			-			-
Foreign tax		(924	)		-		(924	)		818			-		818			(825	)		(24	)		(849	)
Total current tax		(924	)		-		(924	)		766			-		766			(825	)		(24	)		(849	)
Deferred tax
Current year
UK tax		-			-		-			(96	)		-		(96	)		(51	)		-			(51	)
Foreign tax		382			-		382			1,297			149		1,446			1,014			-			1,014
Total deferred tax		382			-		382			1,201			149		1,350			963			-			963
Total income tax		(541	)		-		(541	)		1,968			149		2,117			138			(24	)		114

The difference between the total tax charge and the amount calculated by applying the weighted average corporation tax rates applicable to each of the tax jurisdictions in which the Group operates to the profit before tax is shown below.

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Loss before income tax before continuing operations		(17,604	)		(23,397	)		(8,165	)
Group weighted average corporation tax rate		29.1	%		26.6	%		22.2	%
Tax at standard rate		5,118			6,224			1,813
Effects of:
Expenses that are not deductible for tax purposes								(833	)
Adjustment to prior year tax provisions								137
Deferred tax assets not recognized on tax losses		(5,660	)		(4,256	)		(979	)
Total income tax from continuing operation for the period recognized in the
Consolidated Statement of Comprehensive Income		(541	)		1,968			138

(b) Deferred tax

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Deferred tax assets		5,136			4,668			2,495
Deferred tax liabilities		(2,232	)		(1,234	)		(411	)
Net deferred tax asset		2,904			3,434			2,084

The deferred tax assets are analyzed as follows:

Deferred tax assets	Tax losses		Other timing differences			Total
June 30, 2020		814		533			1,347
Credit to comprehensive income		776		109			885
Acquisitions		263		-			263
June 30, 2021		1,853		642			2,495
Credit/(charged) to comprehensive income		2,227		(54	)		2,173
June 30, 2022		4,080		588			4,668
Credit to comprehensive income		196		272			468
June 30, 2023		4,276		860			5,136

The deferred tax liabilities are analyzed as follows:

Deferred tax liabilities	Accelerated allowances		Other timing differences			Total
June 30, 2020		-		-			-
Charged to comprehensive income		-		78			78
Acquisition of subsidiary		-		(489	)		(489	)
June 30, 2021		-		(411	)		(411	)
Charged to comprehensive income		-		(823	)		(823	)
June 30, 2022		-		(1,234	)		(1,234	)
Charged to comprehensive income				(998	)		(998	)
June 30, 2023		-		(2,232	)		(2,232	)

Deferred tax has been recognized in the current period using the tax rates applicable to each of the tax jurisdictions in which the Group operates. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities.

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Note 12 - Business Combination

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of business combinations [text block]

12. Business Combination

(a) Tembo e-LV

On November 5, 2020, VivoPower International PLC acquired 51% of the ordinary issued share capital of Tembo e-LV B.V. a specialist battery-electric and off-road vehicle company located in the Netherlands. The non-controlling interest representing 49% of the ordinary issued share capital was acquired on February 2, 2021.

Purchase consideration
(Amounts in thousands)	EUR		USD
Cash consideration for 51% acquisition		4,000		4,916

The fair value of the identifiable assets and liabilities recognized, as a result of the acquisition, are as follows:

(Amounts in thousands)	EUR			USD
Cash and cash equivalents		4,021			4,942
Trade and other receivables		100			123
Inventory		594			730
Property, plant and equipment (Note 13)		167			206
Deferred tax asset (Note 11)		214			263
Trade and other payables		(541	)		(665	)
Related party payable		(1,024	)		(1,259	)
Other non-current liabilities		(181	)		(222	)
Deferred income		(578	)		(711	)
Deferred tax liability (Note 11)		(398	)		(489	)
Remediation provision		(282	)		(336	)
Fair value of identifiable net assets acquired		2,092			2,582
Non -controlling interests (49%)		(1,025	)		(1,260	)
Net assets acquired		1,067			1,322
Cash consideration for 51% acquisition		4,000			4,916
Surplus on acquisition:		2,933			3,594
Allocated of surplus:
Goodwill (Note 14a)		1,340			1,698
Other intangible assets (Note 14b)		1,593			1,896
		2,933			3,594

Acquisition of Non-controlling interest:	EUR			USD
Cash paid		1,800			2,173
Ordinary Shares issued		197			237
Total consideration for non-controlling interest		1,997			2,410
Non-controlling interest acquired:
At acquisition		(1,025	)		(1,259	)
Loss attributable to non-controlling interest		319			387
At date of acquisition of non-controlling interest		(706	)		(873	)
Surplus on acquisition of non-controlling interests		1,291			1,538

Purchase consideration - cash outflow
(Amounts in thousands)	EUR		USD
Outflow of cash to acquire subsidiary, net of cash acquired
Cash consideration - 51%		4,000		4,916
Cash consideration - 49%		1,800		2,173
Less: Balances acquired
Cash		4,021		4,942
Net outflow of cash - investing activities		1,779		2,147

Acquisition-related costs of $0.6 million that were not directly attributable to the issue of shares are included within restructuring and other non-recurring costs in the income statement, and in operating activities in the cash flow statement.

Goodwill represents the value of gaining immediate access to an established business in the Electric Vehicles market, including the skilled workforce, which are not separately recognized and do not meet the criteria for recognition as an intangible asset under IAS 38. None of the goodwill recognized is expected to be deductible for income tax purposes. Separately recognized intangible assets acquired comprise $1.5 million of customers contracts and $0.4 million of trade names, based on a purchase price allocation performed by management.

Customer contracts are valued in years 1-5 include revenue from acquired customer relationships representing 25% of total revenue, average attrition rate 25% per annum, average EBIT 3.7%, weighted average cost of capital 13.0%. Trade names are valued using a relief from royalty method of the income valuation approach over a 6-year life based on a 5% industry average royalty rate.

The Company recognizes non-controlling interests in an acquired entity at the non-controlling interests' proportionate share of the acquired entity's identifiable net assets.

The non-controlling interest representing 49% of the ordinary issued share capital, comprising $1.3 million at acquisition, less $0.4 million loss recorded in the profit and loss account between November 5, 2020 and February 2, 2021, total $0.9 million, was acquired by the Company on February 2, 2021, for $2.2 million cash and 15,793 shares in the Company ($0.2 million). The $1.5 million difference between consideration and acquired non-controlling interest was debited directly to equity.

The remediation provision recognized was a present obligation of Tembo e-LV immediately prior to the business combination. The execution of the remediation was not conditional upon it being acquired by the Company.

From the date of acquisition to June 30, 2021, Tembo contributed $1.4 million of revenue and $2.8 million of loss before tax from continuing operations. If the acquisition had taken place at the beginning of the fiscal year 2021, Group revenue from continuing operations would have been $41.1 million and loss before tax from continuing operations would have been $8.3 million.

(b) ISS Joint Venture

On June 30, 2021, the Company purchased the remaining 50% share of ISV from ISS for a consideration of $1, as part of the litigation settlement with the other 50% joint venture owners, plus the $5.4 million fair value of pre-acquisition equity interest held by the Company.

Fair value of net assets acquired included capitalized project expenses and were recorded at fair value.

The acquisition resulted in a bargain purchase of $7.8 million as a result of the litigation settlement and is recognized in the Statement of Comprehensive Income within gain/(loss) on Solar Development as set out in Note 5.

(US dollars in thousands)
Purchase consideration
Cash		-
Fair value of pre-acquisition equity interest		5,393
Total consideration		5,393
Less: Fair value of acquired net assets:
Cash	2
Deposits	991
Capitalized project development expenses (Note 14b)	12,248
		13,241
Gain on bargain purchase - included in gain/(loss) on SES development (Note 5)		7,848

No revenue or profit or loss has been recognized since the acquisition date.

The net cash flow resulting from the acquisition was $ nil.

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Note 13 - Property, Plant and Equipment

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of property, plant and equipment [text block]

13. Property, plant and equipment

(US dollars in thousands)	Computer Equipment			Motor Vehicles			Plant & Equipment			Fixtures & Fittings			Right-of-Use Assets			Total
Cost
At June 30, 2020		476			1,363			1,232			195			2,283			5,549
Foreign exchange		41			145			26			18			196			426
Additions		125			230			395			6			182			938
Acquisition		-			4			114			-			88			206
Disposals		(80	)		(174	)		(156	)		(97	)		(58	)		(565	)
At June 30, 2021		562			1,568			1,611			122			2,691			6,554
Foreign exchange		(41	)		(154	)		(146	)		(10	)		(214	)		(565	)
Additions		28			184			343			209			2,470			3,234
Disposals		-			(150	)		(48	)		-			(53	)		(251	)
Reclass to assets held for sale		(231	)		(1,015	)		(320	)		(74	)		(1,295	)		(2,935	)
At June 30, 2022		318			433			1,440			247			3,599			6,037
Reclassifications/corrections		-			-			-			-			(707	)		(707	)
Foreign exchange		(10	)		(23	)		(32	)		(9	)		(43	)		(117	)
Additions		36			92			558			10			239			935
Disposals		(37	)		(39	)		(250	)		-			(54	)		(380	)
At June 30, 2023		307			463			1,716			248			3,034			5,768

(US dollars in thousands)	Computer Equipment			Motor Vehicles			Plant & Equipment			Fixtures & Fittings			Right-of-Use Assets			Total
Depreciation
At June 30, 2020		373			836			747			86			1,021			3,063
Foreign exchange		31			85			70			8			77			271
Charge for the year		66			206			167			8			642			1,089
Disposals		(71	)		(157	)		(112	)		(46	)		(58	)		(444	)
At June 30, 2021		399			970			872			56			1,682			3,979
Foreign exchange		(33	)		(95	)		(93	)		(6	)		(167	)		(394	)
Charge for the year (including discontinued operations)		69			186			179			22			752			1,208
Disposals		-			(131	)		(9	)		-			(53	)		(193	)
Reclass to assets held for sale		(197	)		(719	)		(232	)		(43	)		(1,115	)		(2,306	)
At June 30, 2022		238			211			717			29			1,099			2,294
Reclassifications/corrections		-			-			-			-			(685	)		(685	)
Foreign exchange		(5	)		(10	)		(18	)		(1	)		(29	)		(63	)
Charge for the year		48			90			179			22			411			750
Disposals		(26	)		(28	)		(171	)		-			(45	)		(270	)
At June 30, 2023		255			263			707			50			751			2,026

The non-solar segment of Kenshaw Solar Pty Ltd was sold on July 1, 2022 and was reported in the prior period as a discontinued operation. Revenues relating to the discontinued operation in the year ended June 30, 2022 amounted to $15.2 million ( June 30, 2021: $15.2 million). The total expenses in the year ended June 30, 2022 amounted to $14.4 million ( June 30, 2021: $17.6 million).

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Note 14 - Intangible Assets

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of intangible assets and goodwill [text block]

14. Intangible assets

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021 (restated)
Goodwill		17,697		18,269		25,794
Other intangible assets		24,478		21,308		21,151
Total		42,175		39,577		46,945

a) Goodwill

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
As at July 1		18,269			25,794			21,919
Reclassification to held for sale assets		-			(5,289	)		-
Goodwill on acquisition of Tembo		-			-			1,698
Foreign exchange		(572	)		(2,236	)		2,177
Carrying value		17,697			18,269			25,794

b)

The carrying amounts of goodwill by Cash Generating Unit (“CGU”) are as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Aevitas O Holdings Limited (allocated to the Critical Power Services segment)		6,946		7,222		13,658
VivoPower Pty Ltd (allocated to the Solar Development segment)		9,091		9,451		10,319
Tembo (allocated to the Electric Vehicle segment)		1,660		1,595		1,817
Total		17,697		18,269		25,794

The Group conducts impairment tests on the carrying value of goodwill and intangibles annually, or more frequently if there are any indications that goodwill might be impaired. The recoverable amount of the Cash Generating Unit (“CGU”) to which goodwill has been allocated is determined from value in use calculations. The key assumptions in the calculations are the discount rates applied, expected operating margin levels and long-term growth rates. Management estimates discount rates that reflect the current market assessments while margins and growth rates are based upon approved budgets and related projections.

The Group prepares cash flow forecasts using the approved budgets for the coming fiscal year and management projections for the following two years. Cash flows are also projected for subsequent years as management believe that the investment is held for the long term. These budgets and projections reflect management’s view of the expected market conditions and the position of the CGU’s products and services within those markets.

The CGU represented by Aevitas O Holdings Limited (being Critical Power Services) was assessed to have a value in excess of its carrying value and hence no additional adjustments to goodwill were considered necessary. Key assumptions used in the assessment of impairment were discount rate based on the weighted average cost of capital of 12% ( June 30, 2022: 11%; June 30, 2021: 10%) and annual growth rate of 3% per annum. 

The Sustainable Energy Solution ("SES") element of the CGU represented by VivoPower Pty Ltd goodwill was assessed to have a value in excess of its carrying value and hence no additional adjustments to goodwill were considered necessary. Key assumptions used in the assessment of impairment were weighted average cost of capital of 12.1% ( June 30, 2022: 11.3%; June 30, 2021: 10.7%), a rapid growth phase of the business in years 1 through 5 in tandem with the growth of Tembo, with an average of 50% of electric light vehicles sold by the Company in fleet sizes over 50 vehicles will be sold with an additional sustainable energy solution and with additional training services provided to partners and end-users.

The CGU represented by Tembo e-LV and subsidiaries was assessed to have a value in excess of its carrying value. Key assumptions used in the assessment of impairment were discount rate based on the weighted average cost of capital of 12% and average annual growth rate of 31% per annum in years 2-5. Growth rates reflect commencement of planned series production at volume during the 5 year period, as the product development project is completed for the current variant, to meet customer demand per sales agreements of over 15,000 units  with international distribution partners, including Acces, Bodiz, GHH, ETC, Ulti-Mech, Petrosea and Fourche Maline. No sensitivity analysis is provided as the Company expects no foreseeable changes in the assumptions that would result in impairment of the goodwill.

The CGU represented by Caret solar projects was assessed to have a value in excess of its carrying value and hence no adjustments to capitalized development costs were considered necessary. Key assumptions used in the assessment of impairment were weighted average cost of capital of 12.9%, $4 million free cash flow from project sales in years 1-4, $14.4 million development fees from power-to-x partnerships.

(b) Other intangible assets

(US dollars in thousands)	Customer Relationships			Trade Names			Favorable Supply Contracts			Solar Projects			Product Development			Other Intangible Assets			Total Intangible Assets
Cost
At June 30, 2020		4,382			2,399			4,099			-			-			156			11,036
Foreign exchange		411			225			385			-			-			13			1,034
Additions		46			-			-			-			513			-			559
Acquisitions		1,492			404			-			12,248			-			-			14,144
Disposals		(550	)		-			-			-			-			-			(550	)
Prior year restatement		-			-			-			(504	)		-			-			(504	)
At June 30, 2021 restated		5,781			3,028			4,484			11,744			513			169			25,719
Foreign exchange		(542	)		(271	)		(376	)		-			(63	)		(13	)		(1,265	)
Additions		-			-			-			878			3,355			19			4,252
Acquisitions		-			-			-			-			-			-			-
Disposals		-			(9	)		-			-			-			-			(9	)
Reclass to Assets held for sale		(2,687	)		(1,385	)		-			-			-			-			(4,072	)
At June 30, 2022 restated		2,552			1,363			4,108			12,622			3,805			175			24,625
Foreign exchange		4			(25	)		(157	)		-			302			(1	)		123
Additions		-			-			-			103			3,725			29			3,857
Acquisitions		-			-			-			-			-			-			-
Disposals		-			-			-			(47	)		-			-			(47	)
At June 30, 2023		2,556			1,338			3,951			12,678			7,832			203			28,558

Amortization	Customer Relationships			Trade Names			Favorable Supply Contracts			Solar Projects		Product Development			Other			Total
At June 30, 2020		1,405			572			978			-		-			151			3,106
Foreign exchange		131			54			92			-		-			18			295
Amortization		622			229			298			-		18			-			1,167
At June 30, 2021		2,158			855			1,368			-		18			169			4,568
Foreign exchange		(208	)		(79	)		(115	)		-		(2	)		(13	)		(417	)
Amortization		405			181			274			-		-			-			860
Disposals		-			-			-			-		-			-			-
Reclass to Assets held for sale		(1,232	)		(462	)		-			-		-			-			(1,694	)
At June 30, 2022		1,123			495			1,527			-		16			156			3,317
Foreign exchange		(1	)		(8	)		(61	)		-		2			-			(68	)
Amortization		385			137			266			-		43			-			831
Disposals		-			-			-			-		-			-			-
At June 30, 2023		1,507			624			1,732			-		61			156			4,080

Net book value	Customer Relationships		Trade Names		Favorable Supply Contracts		Solar Projects		Product Development		Other		Total
At June 30, 2021 restated		3,623		2,173		3,116		11,744		495		-		21,151
At June 30, 2022 restated		1,429		868		2,581		12,622		3,789		19		21,308
At June 30, 2023		1,049		714		2,219		12,678		7,771		47		24,478

Customer relationships, trade names and favorable supply contracts have an average remaining period of amortization of 7 years, 10 years and 10 years respectively. Solar projects and electric vehicle product development costs are incomplete and not generating revenue and therefore are not amortized in FY2023.

Additions for the year comprise $3.7 million electric vehicle product development costs in Tembo and $0.4 million of solar project development costs in Caret. $2.1 million net book value of customer relationship and trade name intangible assets of Aevitas Solar ex-solar business sold to ARA in July 2022, was reclassified out of intangible assets into assets held for sale as at June 30, 2022. The prior year restatement in the year 30 June 2021 relates to the reclassification of deposits originally reported within intangible assets.

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Note 15 - Investment in Subsidiaries

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of interests in subsidiaries [text block]

15. Investment in subsidiaries

The principal operating undertakings in which the Group’s interest at  June 30, 2023 is 20% or more are as follows:

Subsidiary Undertakings	Percentage of shares held			Registered address
VivoPower International Services Limited		100	%	28 Esplanade, St Helier, Jersey, JE2 3QA
VivoPower USA, LLC		100	%
VivoPower US-NC-31, LLC		100	%
VivoPower US-NC-47, LLC		100	%	251 Little Falls Drive, Wilmington, DE,
VivoPower (USA) Development, LLC		100	%	USA 19808
Caret, LLC (formerly Innovative Solar Ventures I, LLC)		100	%
Caret Decimal, LLC		100	%
VivoPower Pty Ltd		100	%
Aevitas O Holdings Pty Ltd		100	%
Aevitas Group Limited		100	%
Aevitas Holdings Pty Ltd		100	%	153 Walker St, North Sydney NSW, Australia 2060
Electrical Engineering Group Pty Limited		100	%
Kenshaw Solar Pty Ltd (formerly J.A. Martin Electrical Pty Limited)		100	%
Kenshaw Electrical Pty Limited		100	%
Tembo EV Australia Pty Ltd		100	%
VivoPower Philippines Inc.		64	%	Unit 10A, Net Lima Building, 5th Avenue cor. 26th Street,
VivoPower RE Solutions Inc.		64	%	E-Square Zone, Crescent Park West, Bonifacio Global City,
V.V.P. Holdings Inc. *		40	%	Taguig, Metro Manila
Tembo e-LV B.V.		100	%
Tembo 4x4 e-LV B.V.		100	%	Marinus van Meelweg 20, 5657 EN, Eindhoven, NL
FD 4x4 Centre B.V.		100	%
VivoPower International IMEA DMCC		100	%	Unit 4522, DMCC Business Centre, Level No 1, Gemplex 3, Dubai, UAE

* V.V.P. Holdings Inc. is controlled by VivoPower Pty Ltd, notwithstanding only owning 40% of the ordinary share capital.

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Note 16 - Investments Accounted for Using the Equity Method

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of investments other than investments accounted for using equity method [text block]

16. Investments accounted for using the equity method

In April 2017, the Company entered into a 50% joint venture with an early-stage solar development company, ISS, to develop a diversified portfolio of 38 utility-scale solar projects in 9 different states, representing a total electricity generating capacity of approximately 1.8 gigawatts, through an investment entity called Caret, LLC (the “ISS Joint Venture”).

Under the terms of the ISS Joint Venture, the Company committed to invest $14.1 million in the ISS Joint Venture for its 50% equity interest, after reducing the commitment by $0.8 million in potential brokerage commissions that have not been required and which have been credited towards the Company’s commitment. The $14.1 million commitment was allocated to each of the projects based on monthly capital contributions determined with reference to completion of specific project development milestones under an approved development budget for the ISS Joint Venture. To June 29, 2021, the Company contributed $13.1 million of the $14.1 million commitment to the ISS Joint Venture, leaving a remaining capital commitment at June 30, 2021, of $1.1 million, which was recorded in trade and other payables. 20 projects within the portfolio were discontinued in the year ended June 30, 2021, resulting in a write off of capitalized costs of $7.0 million related to those projects.

The joint venture was accounted for as an investment under the equity method at March 31, 2018. During the year ended March 31, 2019, the Company made the decision to sell its portfolio of solar projects held within the ISS Joint Venture, and the Joint Venture assets were reclassified as assets held for sale. In the year ended June 30, 2020, sale of the entire portfolio was not successful, and the Company commenced a process to take control of the portfolio from the Joint Venture partner, which was expected to result in a slower project realization timeframe. Accordingly, the portion of the investment that was expected to be realized in near term sales within 12 months remained in assets held for sale, whereas the remainder of the portfolio was reclassified back to investments accounted for under the equity method.

On June 30, 2021, the Company acquired the remaining 50% of Caret from ISS, for a consideration of $1. Accordingly, the book value of $8.1 million of the investments accounted for using the equity method have been derecognized upon acquisition, and the fair value of 100% of the consolidated capitalized project development costs recorded as an intangible asset upon acquisition, as detailed in Note 12b.

Reconciliation of the ISS Joint Venture investment is as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Capital commitment		-		-		-
Commission credit		-		-		-
Discontinued projects		-		-		-
Acquisition costs		-		-		-
Total		-		-		-

Allocation of the net book value of the equity accounted investment in the ISS Joint Venture, between current assets held for sale, and non-current investments (as disclosed in Note 16), until acquisition and consolidation on June 30, 2021, was as follows:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Assets classified as held for sale		-		-		-
Investments accounted for using the equity method		-		-		-
Total		-		-		-

The table below provides summarized financial information for the ISS Joint Venture. The information disclosed reflects the amounts presented in the financial statements of ISS Joint Venture, amended to reflect adjustments made by the Company when using the equity method, including fair value adjustments and modifications for differences in accounting policy. The summarized financial information for the ISS Joint Venture does not represent the Company’s share of those amounts.

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Current assets		-		-		-
Non-current assets		-		-		-
Total		-		-		-

Reconciliation to carrying amounts of the ISS Joint Venture:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Opening net assets		-		-		24,390
Commission credit		-		-		-
Commission credit on abandonments		-		-		-
Sundry income		-		-		-
Project swaps		-		-		-
Abandoned projects		-		-		(13,900	)
Acquisition of controlling interest		-		-		(10,490	)
Net assets		-		-		-
VivoPower share in %		N/A		N/A		50	%
VivoPower share in $ (excluding funding obligation)		-		-		-
Commission credit		-		-		-
Acquisition costs		-		-		-
Net Assets		-		-		-

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Note 17 - Cash and Cash Equivalents

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of cash and cash equivalents [text block]

17. Cash and cash equivalents

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Cash at bank and in hand		553		1,285		8,604

The credit ratings of the counterparties with which cash was held are detailed in the table below.

	Year Ended June 30
(US dollars in thousands)	2023			2022		2021
A+		(12	)		171		5,423
A		-			-		-
A-		2			2		2
AA-		563			1,112		3,179
Total		553			1,285		8,604

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Note 18 - Restricted Cash

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of restricted cash [text block]

18. Restricted cash

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Bank guarantee security deposit		608		1,195		1,140

At June 30, 2023, there is a total of $0.6 million ( June 30, 2022, $1.2 million ; June 30, 2021$1.1 million) of cash which is subject to restriction as security for bank guarantees provided to customers in support of performance obligations under power services contracts.

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Note 19 - Trade and Other Receivables

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of trade and other receivables [text block]

19. Trade and other receivables

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021 (restated)
Current receivables
Trade receivables		1,649		3,866		4,959
Contract assets		893		694		2,723
Prepayments		277		787		2,837
Other receivables		4,027		3,055		1,580
Deposits		-		504		504
Current tax receivable		175		182		182
Total		7,021		9,088		12,785

The prior year restatements in the years ending 30 June 2021 and 2022 relate to $0.5 million of deposits that were originally reported within intangible assets and have been reclassified to current assets and $0.4 million of inventory that was originally reported within other receivables.

In accordance with IFRS 15, contract assets are presented as a separate line item. The Company has not recognized any loss allowance for contract assets.

Analysis of trade receivables:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Trade and other receivables		1,649		3,866		4,959
Less: credit note provision		-		-		-
Total		1,649		3,866		4,959

The maximum exposure to credit risk for trade receivables by geographic region was: 

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
United States		-		-		-
United Kingdom		-		-		-
Australia		1,451		2,684		4,349
Netherlands		198		1,181		610
Total		1,649		3,866		4,959

The aging of the trade receivables, net of provisions is:

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
0-90 days		1,410		3,306		4,918
Greater than 90 days		239		560		41
Total		1,649		3,866		4,959

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Note 20 - Inventory

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of inventories [text block]

20. Inventory

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021 (restated)
Raw materials		2,115		1,887		1,968
Total		2,115		1,887		1,968

The prior year restatements in the years ending 30 June 2021 and 2022 relate to $0.4 million of inventory that was originally reported within other receivables.

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Note 21 - Assets Classified as Held for Sale

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of non-current assets or disposal groups classified as held for sale [text block]

21. Assets classified as held for sale

				Year Ended June 30
(US dollars in thousands)	% Owned			2023		2022		2021
Kenshaw Solar Pty Ltd (formerly J.A. Martin Electrical Pty Limited) - ex solar		100	%		-		8,214		-
Total					-		8,214		-

The ex-solar operations of Kenshaw Solar Pty Ltd were sold to ARA on July 1, 2022. As disclosed in note 22, the assets and liabilities of the disposed operation met the definition of discontinued operation under IFRS 5 at June 30, 2022. Accordingly, assets and liabilities of the discontinued operation were reclassified to assets and liabilities held for sale as at June 30, 2022. As detailed in note 22, assets held for sale of $8.2 million as at June 30, 2022 comprised goodwill $5.3 million, intangible assets $2.1 million, property, plant and equipment $0.6 million and trade and other receivables $0.2 million. Following sale completion, the assets held for sale were disposed of, as detailed in note 22.

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Note 22 - Discontinued Operation

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of discontinued operations [text block]

22. Discontinued operation

On July 1, 2022, the ex-solar operations of Kenshaw Solar Pty Ltd were sold to ARA. As the intention to sell and process to locate a buyer for the business was initiated prior to June 30, 2022, but the sale only became definitive on July 1, 2022, the results of the non-solar segment business of Aevitas Solar and adjustments to anticipated net realisable value of disposal assets and liabilities held for sale, were reported in discontinued operations in the year ended June 30, 2022. The associated assets and liabilities of the discontinued operation were presented as held for sale within current assets (see Note 21) and current liabilities as at June 30, 2022. Loss on disposal, including finalisation of sale price, including working capital adjustments on completion, and finalisation of the deferred consideration, are recorded in discontinued operations in the year ended June 30, 2023.

Financial information relating to the discontinued operation for the period to the date of disposal is set out below:

Financial performance and cash flow information

The financial performance and cash flow information presented are for the years ended June 30, 2023, 2022 and 2021:

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Revenues		-			15,168			16,436
Other income		-			324			552
Loss on disposal of business		(4,207	)		-			-
Expenses		-			(16,266	)		(16,895	)
(Loss)/profit before income tax		(4,207	)		(774	)		92
Income tax expense		-			149			(23	)
(Loss)/gain from discontinued operations		(4,207	)		(625	)		69
Net cash (outflow)/inflow from operating activities		(4,207	)		(625	)		69
Net cash inflow/(outflow) from investing activities		-			-			-
Net cash inflow/(outflow) from financing activities		-			-			-
Net (decrease)/increase in cash generated by subsidiary		(4,207	)		(625	)		69

Assets and liabilities of disposal group as held for sale

The following assets and liabilities were reclassified as held for sale in relation to the discontinued operations as at June 30, 2022 and subsequently disposed of in the year ended June 30, 2023:

	Year Ended June 30
(US dollars in thousands)	2023		2022
Assets classified as held for sale
Trade and other receivables		-		239
Property, plant and equipment		-		629
Goodwill		-		5,289
Intangible assets		-		2,056
Total assets of disposal group classified as held for sale		-		8,214
Liabilities directly associated with assets classified as held for sale
Trade and other payables		-		91
Provisions - current		-		1,126
Lease liabilities - current		-		157
Provisions - non-current		-		74
Lease liabilities - non-current		-		49
Total liabilities of disposal group classified as held for sale		-		1,497

	USD 000			AUD 000
Consideration received or receivable
Cash		2,874			4,336
Fair value of contingent consideration		624			941
Less costs to sell		(362	)		(525	)
Total disposal consideration		3,136			4,752
Estimated carrying amount of net assets sold		6,989			10,143
Loss on sale		(3,854	)		(5,391	)

Disposal consideration comprised cash purchase price including completion working capital adjustments of $2.9 million (A$4.3 million). Initial estimate of fair value of deferred contingent consideration of $4.5 million, as recorded in July 2022, payable 12 months after completion, applied a contracted 4.5x multiple to year 1 forecast EBITDA of AUD$2.7 million, discounted at 10% to net present value, less purchase price paid. The final deferred consideration of $0.6 million (A$ 0.9 million) was received in August 2023. Costs to sell comprised advisory fees of $0.4 million (A$0.5 million). Net book value of net assets sold was $7.0 million (A$10.1 million), resulting in a loss on disposal of $3.9 million (A$5.4 million).

Reconciliation of adjusted loss on sale	USD 000		AUD 000
Gain on sale - as estimated at June 30, 2022	34		50
Cash consideration adjustment	378		529
Fair value of contingent consideration adjustment	(3,965	)	(5,548	)
Cost to sell adjustment	(18	)	(25	)
Carrying amount of net assets sold adjustment	(283	)	(397	)
Loss on sale	(3,854	)	(5,391	)

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Note 23 - Trade and Other Payables

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of trade and other payables [text block]

23. Trade and other payables

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021
Current trade and other payables
Trade payables		7,725		5,692		4,324
Shares to be issued		2,500		-		-
Accruals		1,321		4,322		648
Related party payable		-		477		-
Payroll liabilities		2,077		2,210		1,413
Sales tax payable		116		949		624
Deferred income		318		974		1,129
Other creditors		540		833		778
Total current trade and other payables		14,597		15,457		8,917
Non-current other payables
Non-current accrued interest		6,129		-		-
Non-current accrued loan and other fees		314		-		-
Total non-current other payables		6,443		-		-

In accordance with IFRS 15 – Revenue from Contracts with Customers, deferred income is presented as a separate line item. Deferred income relates to the Company’s obligation to transfer goods or services to customers for which the Company has received consideration (or the amount is due) from customers. Deferred income is recorded as revenue when the Company fulfils its performance obligations under the contract.

Of the $1.0 million deferred income balance at June 30, 2022, $0.9 million was recognized as revenue in the year ended June 30, 2023. $0.9 million of the $1.1 million deferred income balance at June 30, 2021 was recognized as revenue in the year ended  June 30, 2022. It is expected that the total $0.3 million deferred income balance will be included in revenue in the year ending  June 30, 2024.

Non-current accrued interest relates to interest on AWN related party loans, where pursuant to amendments to loan terms agreed on June 30, 2023, obligations to pay accrued interest on all loans except bridging loans issued after December 31, 2022 are deferred until April 30, 2025. 

The restatement in the year ended 30 June 2022 relates to $0.4m of expenses reclassified from the year ended 30 June 2023 that had not been accrued for in the year ended 30 June 2022.

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Note 24 - Provisions

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of provisions [text block]

24. Provisions

	As at June 30
(US dollars in thousands)	2023		2022		2021
Current provisions
Employee entitlements		502		635		1,802
Fiscal		1,174
Litigation		-		-		485
Warranty		102		116		209
Remediation		-		353		306
Total current provisions		1,778		1,104		2,802
Non-current provisions
Employee entitlements		76		57		165
Total non-current provisions		76		57		165
Total provisions		1,854		1,161		2,967

Employee entitlements include long term leave and vacation provisions. $1.13 million provisions and $0.07 million long-term provisions relating to discontinued ex-solar J.A. Martin operations were reclassified to liabilities held for sale in current liabilities, as at June 30, 2022.

The fiscal provision comprises a provision in respect of fiscal refunds on prior receivables, which the Company is defending.

The remediation provision comprised additional work required on electric vehicles, comprising a combination of remediation, testing or conversion of drivetrains to 72kwH. No further remediation work is anticipated that is separately identifiable from ongoing capitalized development activities, accordingly the provision has been released in FY2023.

Of the $0.5 million provision for disputed legal success fees recorded at June 30, 2021 in relation to litigation of the Company’s former Chief Executive Officer, Mr. Comberg, for alleged breach of contract, $0.4 million was utilized in the year ended June 30, 2022, whilst $0.1 million remained unused and was reversed in the year ended June 30, 2022.

Warranty provisions in Australia relate to the servicing of generators and is based on a percentage of revenue generated.

(US dollars in thousands)	Employee Entitlements			Remediation			Fiscal		Litigation			Warranty			Total
At June 30, 2021		1,967			306			-		485			210			2,967
Foreign exchange		(165	)		(37	)		-		-			(18	)		(221	)
Charged/(credited) to profit or loss:					-
Additional provisions		1,312			84			-					103			1,500
Reverse unused provisions		(35	)		-			-		(100	)		(142	)		(277	)
Disposals and transfers to AHFS		(1,200	)													(1,200	)
Unwinding of discount		6			-			-		-			-			6
Provisions utilized		(1,192	)		-			-		(385	)		(37	)		(1,614	)
At June 30, 2022		692			353			-		-			116			1,161
Foreign exchange		(27	)		8			-		-			(4	)		(23	)
Charged/(credited) to profit or loss:		-			-			1,174		-			-			1,174
Reverse unused provisions		(1	)		(361	)		-		-			(10	)		(372	)
Provisions utilized		(86	)		-			-		-			-			(86	)
At June 30, 2023		578			-			1,174		-			102			1,854

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Note 25 - Loans and Borrowings

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of debt instruments [text block]

25. Loans and borrowings

	As at June 30
(US dollars in thousands)	2023		2022		2021
Current liabilities
Debtor invoice financing		1,329		32		36
Lease liabilities		462		505		669
Shareholder loans		497		4,285		-
Chattel mortgage		89		142		88
Financing agreement		-		-		59
Bank loan		7		145		152
Total		2,384		5,109		1,004
Non-current liabilities
Lease liabilities		1,843		1,959		326
Shareholder loan		28,111		21,121		21,175
Chattel mortgage		50		264		244
Financing agreement		-		108		183
Bank loan		-		-		159
Total		30,004		23,452		22,087
Total		32,388		28,561		23,091

On June 30, 2021, the Company agreed a refinancing of its existing $21.1 million shareholder loan with AWN, with repayment of principal from January 1, 2023 in sixty monthly instalments of $0.35 million to loan maturity on December 31, 2027. The interest rate and line fee was agreed at 8% and 0.8% respectively, but no interest or line fee settlements were required until after a corporate liquidity event had occurred. In addition, the Company agreed to a refinancing fee of $0.34 million in two tranches ong June 30, 2022 and December 31, 2022. Security granted to AWN comprised of the Specific Security Deed and the General Security.

On June 30, 2022 further amendments to the loan were agreed with AWN:

(i) to defer repayment of principal to commence on October 1, 2023, with repayments over 60 months to September 30, 2028,

(ii) to defer interest payments from October 1, 2021, becoming due and payable on the earlier of a) completion by VivoPower of a debt or equity raise of at least $25 million, and b) October 1, 2023. 

(iii) to increase the interest rate and line fee to 10.00% and 2.00% per annum respectively during the period from October 1, 2021 to the earlier of a) September 30, 2023 or b) the date a minimum prepayment of $1,000,000 is made.

(iv) the initial refinancing fee of $0.34 million is to be amended to accrue incrementally at 1.6% per annum from July 1, 2021 and become payable at the earlier of a) $1.0 million prepayment being made or b) October 1, 2023.

(v) a new fixed facility extension fee of $0.355 million is payable in return for this amendment, to accrue immediately but becoming payable on October 1, 2023. 

On January 11, 2023, further amendments to the loan were agreed with AWN:

(i) to defer repayment of principal to commence on April 1, 2025, with repayments over 60 months to March 31, 2030.

(ii) to defer interest payments from October 1, 2023, becoming due and payable on the earlier of a) completion by VivoPower of a debt or equity raise of at least $25 million, and b) October 1, 2024. 

(iii) to extend the increased interest rate and line fee of 10.00% and 2.00% per annum respectively commenced on October 1, 2021 to the earlier of a) March 31, 2025 or b) the date a minimum Prepayment of $1,000,000 is made.

(iv) to extend the initial refinancing fee accruing incrementally at 1.6% per annum from July 1, 2021 and become payable at the earlier of a) $1.0 million prepayment being made or b) April 1, 2025. 

(v) to defer the repayment date of the previous fixed facility extension fee of $0.355 million, becoming payable on April 1, 2025. 

(vi) In addition to previously agreed refinancing fees, an additional $0.855 million fixed refinancing fee will accrue immediately and become payable on April 1, 2025.

On June 30, 2023, further amendments to the loan were agreed with AWN:      

(i) to defer interest payments from October 1, 2024 to April 1, 2025, and to replace the conditional requirement to repay accrued interest upon completion by VivoPower of a debt or equity raise of at least $25 million, with the conditional requirement to make repayments of interest and/or principal to meet the mandatory repayment schedule described in sections (ii) and (iii) below following a qualifying liquidity event. 

(ii) upon completion by VivoPower International PLC of a qualifying liquidity event of at least $5.0 million, Aevitas is required to make mandatory prepayment of principal and interest to AWN in accordance with the following schedule:

a) proceeds $5 million to $7.5 million - pay 25% of amounts raised;

b) proceeds $7.5 million to $12.5 million - pay $1.875 million plus 45% of amounts raised;

c) proceeds $12.5 million and above - pay $4.125 million plus 50% of amounts raised.

(iii) for the purposes of the mandatory prepayment requirement, a ‘qualifying liquidity event’ excludes direct investments into VivoPower’s subsidiary, Tembo, and debt raised in respect of working capital finance facilities, but includes:

a) equity or debt raise;

b) trade sale of underlying subsidiary or business unit (including, for example, Aevitas and Caret); and

c) loan repayment from Tembo to VivoPower.. 

(iv) as consideration for the concessions agreed with AWN, VivoPower International PLC committed to issue AWN with 500,000 warrants, with a duration of 12 months, at an exercise price of $0.67 per share.

In December 2021, a short term loan of $1.1 million (A$1.5 million) was provided from AWN to Aevitas O Holdings Pty Limited at an interest rate of 10.0%, increasing to 12.5% from January 1, 2022. The loan is set to expire on April 1, 2025 (initially set as April 30, 2022, then extended on June 30, 2022, to October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower International PLC of a debt or equity raise of at least $25 million was dropped on June 30, 2023. Facility extension fees of $29,000 (A$40,000) and $43,500 (A$60,000) are payable upon maturity, relating to the two extensions respectively.

On February 22, 2022, a short term $3.0 million loan was provided from AWN to Aevitas, with interest rate of 10.00% per annum payable on the principal sum upon maturity. The loan is set to expire on April 1, 2025 (initially set as May 13, 2022, then extended on June 30, 2022, to October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower of a debt or equity raise of at least $25 million was dropped on June 30, 2023. Facility extension fees of $85,000 and $110,000 are payable upon maturity, relating to the two extensions respectively.

On December 22, 2022, a short term $3.0 million loan was provided from AWN to Aevitas, with interest rate of BBSY bid floating rate (on average 3.60% for the period from inception to June 30, 2023) plus fixed margin of 15.0% per annum payable on the principal sum upon maturity. A 1% facility establishment fee of $30,000 was deducted upon initial loan drawdown, and a further 3% exit fee of $90,000 is payable on expiry. The loan is set to expire on April 1, 2025 (initially set as October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower of a debt or equity raise of at least $25 million was agreed on January 11, 2023, then dropped on June 30, 2023. A facility extension fee of $115,000 is payable upon maturity. 

In February and March 2023, further short term loans of A$0.5 million and A$0.25 million were established between AWN and Aevitas, drawn down between February and May 2023. The loans have interest rate of BBSY bid floating rate plus fixed margin of 15.0% per annum payable on the principal sum upon maturity, with expiry dates of June 30, 2023. 1% facility establishment fees of total A$7,500 were deducted upon loan drawdowns, and further 3% exit fees of total A$22,500 are payable on expiry. On June 30, 2023, the expiry of the loans was amended to August 31, 2023.

Following the sale of ex-solar J.A. Martin operations on July 1, 2022, the J.A. Martin debtor finance facility was cancelled, but a new facility with a limit of A$2.5 million and variable interest rate (initial rate 7.75%) was opened by Kenshaw, as well as a trade finance facility of $0.5 million. The debtor finance facility was partially drawn down at June 30, 2023, with an outstanding balance of $1.3 million (A$2.0 million), due to timing of operating activities (nil: June 30, 2022).  

Lease liabilities have decreased by $0.2 million in the year to $2.3 million, following $0.2 million capitalization of a new right-of-use asset in June 2023 in Kenshaw Electrical Pty Ltd, on entry into a new lease of an additional workshop facility in Newcastle, New South Wales, offset by $0.3 million lease payments in the year. Depreciation expense on right-of-use assets and interest expense on associated lease liabilities for the year ended  June 30, 2023 amounting to $0.4 million and $0.2 million respectively, are recognized in the Consolidated Statement of Comprehensive Income. Total lease payments for the year ended  June 30, 2023 amounted to $0.5 million ( June 30, 2022: $0.4 million)

The obligations under lease liabilities are as follows:

	Minimum Lease Payments									Present Value of Minimum Lease Payments
	As at June 30									As at June 30
(US dollars in thousands)	2023			2022			2021			2023		2022		2021
Amounts payable under lease liabilities:
Less than one year		576			546			683			462		444		669
Later than one year but not more than five		2,223			2,545			379			1,843		2,020		326
		2,799			3,091			1,062			2,305		2,464		995
Future finance charges		(494	)		(627	)		(67	)		-		-		-
Total lease obligations		2,305			2,464			995			2,305		2,464		995

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Note 26 - Called Up Share Capital

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of classes of share capital [text block]

26. Called up share capital

	As at June 30
	2023		2022		2021
Allotted, called up and fully paid
Ordinary shares of $0.012 each	$	307,815	$	255,819	$	222,074
Number allotted		25,651,140		21,318,118		18,506,064
Ordinary shares of $0.012 each	$	307,815	$	255,819	$	222,074

At the Company’s last Annual General Meeting on November 10, 2022, the Directors were given a new authority to allot shares up to an aggregate nominal amount of $180,000.00.

Movements in Ordinary Shares:

	Shares No.		Par value USD 000		Share premium USD 000		Total USD 000
At June 30, 2021		18,506,064		222		76,229		76,451
Conversion of Aevitas equity instruments 3		2,005,190		24		20,442		20,466
Capital raises 1		82,644		1		243		244
Other share issuance 4		42,000		1		217		218
Employee share scheme issues 2		682,220		8		2,287		2,295
At June 30, 2022		21,318,118		256		99,418		99,674
Capital raises 1		4,230,770		51		5,449		5,500
Employee share scheme issues 2		102,252		1		151		152
At June 30, 2023		25,651,140		308		105,018		105,326

1 On  July 29, 2022, the Company entered into a Securities Purchase Agreement to issue and sell, in a registered direct offering directly to an investor, (i) an aggregate of 2,300,000 Ordinary Shares (the “Shares”), nominal value $0.012 per share, at an offering price of $1.30 per share and (ii) an aggregate of 1,930,770 pre-funded warrants exercisable for Ordinary Shares at an offering price of $1.2999 per pre-funded warrant, for gross proceeds of approximately $5.5 million before deducting the placement agent fee and related offering expenses. The pre-funded warrants were sold to the Investor whose purchase of Ordinary Shares in the Registered Offering would otherwise result in the Investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s outstanding Ordinary Shares immediately following the consummation of the Registered Offering, in lieu of Ordinary Shares. Each pre-funded warrant represents the right to purchase one Ordinary Share at an exercise price of $0.0001 per share. The pre-funded warrants were exercised on November 22, 2022.

In a concurrent private placement, the Company agreed to issue to the investor, Series A Warrants exercisable for an aggregate of 4,230,770 Ordinary Shares at an exercise price of $1.30 per share. Each Series A Warrant will be exercisable on  February 2, 2023 and will expire on  February 2, 2028. The Series A Warrants and the Ordinary Shares issuable upon the exercise of the Series A Warrants were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder.

During the year ended June 30, 2021, the Company completed a series of capital raises on Nasdaq. A total of 4,091,019 Ordinary Shares were issued, comprising 3,382,350 Ordinary Shares issued on October 19, 2020 as an underwritten public offering pursuant to an F-1 registration statement filed with the SEC on October 14, 2020, and 708,669 Ordinary Shares issued during June 2021, at the market price (an ATM offering), pursuant to an F-3 registration statement filed with the SEC on December 21, 2020. In the year ended June 30, 2022, a further 82,644 Ordinary Shares were issued under the same registration statement. 

2 During the year ended June 30, 2023, 102,252 shares (year ended June 30, 2022: 682,220; year ended June 30, 2021: 792,126) were issued to employees and directors of the Company and consultants to the Company under the Omnibus Incentive Plan.

3 On  June 30, 2021, holders of convertible preference shares and convertible loan notes in Aevitas Group Limited ("Aevitas Group"), exercised their right to convert the debt instruments into Ordinary Shares in VivoPower International PLC. A total of 2,005,190 restricted Ordinary Shares were issued at a contracted price of $10.20 on  July 21, 2021. Of the 2,005,190 Ordinary Shares issued, 1,959,339 were issued to entities owned by AWN, the Company’s largest individual shareholder.

4 During the year ended June 30, 2022, 21,000 restricted shares were issued to Corporate Profile LLC and 21,000 restricted shares were issued to FON Consulting Ltd in exchange for investor relations services.

Each share has the same right to receive dividends and repayment of capital and represents one vote at shareholders’ meetings. Proceeds received in addition to the nominal value of the shares issued during the year have been included in share premium. The costs associated with the issuance of new shares are included within other reserves (see Note 27). Share premium has also been recorded in respect of the share capital related to employee share awards.

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Note 27 - Other Reserves

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of reserves within equity [text block]

27. Other reserves

(US dollars in thousands)	Equity instruments 1		Preference shares 1			Shares pending issue 2			Capital raising costs 3			Equity incentive costs 4		Share awards issuance 4			Foreign exchange			Total
At June 30, 2021		-		3,270			20,466			(8,828	)		1,422		(971	)		(45	)		15,314
Issuance of shares		-		-			(20,466	)		-			-		-			-			(20,466	)
Share issuance costs		-		-			-			-			-		(1,879	)		-			(1,879	)
Capital raising costs		-		-			-			(122	)				-			-			(122	)
Equity incentives cost less shares issued		-		-			-			-			1,452		-			-			1,452
Other movements		-		-			-			-			-		-			(283	)		(283	)
At June 30, 2022		-		3,270			-			(8,950	)		2,874		(2,850	)		(328	)		(5,984	)
Interest on equity instruments		-		198			-			-			-		-			-			198
Equity instruments payments		-		(149	)		-			-			-					-			(149	)
Capital raising costs		-		-			-			(446	)		-		-			-			(446	)
Equity incentives cost less shares issued		-		-			-			-			147		(154	)		-			(7	)
Other movements		-					-			-			-		-			(104	)		(104	)
At June 30, 2023		-		3,319			-			(9,396	)		3,021		(3,004	)		(432	)		(6,492	)

¹ Equity instruments held at June 30, 2020 were convertible preference shares and convertible loan notes in Aevitas Group which must convert to shares of VivoPower at $10.20 per share no later than June 30, 2021. The Company classified these instruments as equity under the “fixed-for-fixed” rule meaning that both the amount of consideration received/receivable and the number of equity instruments to be issued is fixed.

There were 2,473,367 convertible preference shares outstanding with a face value of AU$3.00 per share and a value held in reserves of AU$11,059,348 at June 30, 2020, representing their face value plus dividends accrued. Convertible preference shares were subordinated to all creditors of Aevitas Group, ranked equally amongst themselves, and ranked in priority to Ordinary Shares of Aevitas Group.

There were 2,473,367 convertible loan notes outstanding with a face value of AU$7.00 per share and a value held in reserves of AU$25,075,203, representing their face value plus the dividends accrued. The convertible loan notes ranked equally with the unsecured creditors of Aevitas Group.

Dividends or interest were payable quarterly in arrears at a rate of 7% on the capitalized value to December 29, 2016, the date at which they became convertible to VivoPower shares. At maturity, or if a trigger event such as a change of control of Aevitas Group or VivoPower, a listing event, or a disposal of substantially all of the assets of Aevitas Group had occurred, the convertible preference shares and convertible loan notes in Aevitas Group convert to VivoPower Ordinary Shares at a price of $10.20 per share

On August 7, 2020, the Company offered one new Aevitas Preference Share, with an issue price of $10, in exchange for each combined convertible note and convertible preference share, with an issue price of $7 and $3 respectively. Dividends are payable quarterly, in arrears, at a rate of 7%. Of the 2,473,367 holders of combined convertible note and convertible preference shares, 426,528 holders accepted the terms of the new Aevitas Preference Shares and received 426,528 Aevitas Preference Shares (A$4,265,280) on August 31, 2020, in exchange for the combined convertible notes and convertible preference shares previously held. The new Aevitas Preference Shares are subordinated to all creditors of Aevitas Group, rank equally amongst themselves, and rank in priority to Aevitas Group Limited Ordinary Shares for the payment of dividends.

The 426,528 holders which exchanged on August 31, 2020, had earned $26,708 interest on the convertible loan note in the year ended June 20, 2021, up until exchange, and this was paid in full along with $11,447 dividends that accrued over the same pre-exchange period on the convertible preference shares. Post-exchange, $185,480 dividends of the Aevitas Preference Shares were earned in the year ended June 20, 2021, with $121,905 of those paid by June 30, 2021. And the 426,528 Aevitas Preference Shares have a face value of $3,208,922 (A$10 per share), recognized together with the dividends payable.

On June 30, 2021, the remaining 2,005,190 holders of convertible preference shares and convertible loan notes in Aevitas Group, exercised their right to convert the instruments into Ordinary Shares in VivoPower International PLC. The cumulative balance of face value and accrued unpaid interest and dividends outstanding of the convertible preference shares and convertible loan notes at June 30, 2021 of $20.5 million, was redeemed on that date, and VivoPower International PLC recognized the requirement to issue 2,005,190 restricted Ordinary Shares, based on a contracted conversion price of $10.20 per share.

2 During the year ended June 30, 2021, $20.5 million was recognized in equity for the 2,005,190 restricted Ordinary Shares pending issuance at a contracted conversion price of $10.20 per share. The 2,005,190 restricted Ordinary Shares were issued on July 21, 2021.

3 The $0.4 million of transaction costs incurred in the year ended June 30, 2023 (year ended June 30, 2022: $0.1 million; year ended June 30, 2021: $2.8 million) relate primarily to capital raises on Nasdaq.

4 During the year ended June 30, 2023, $0.1 million was expensed towards share incentive awards to employees, directors, and consultants of the Company under the 2017 Omnibus Incentive Plan (year ended June 30, 2022: $1.9 million). Amounts are expensed at the award grant price over the vesting period, adjusted for actual quantities upon vesting. Of the expenses recorded, $0.1 million of shares were delivered to participants (year ended June 30, 2022: $1.9 million).

During the years ended June 30, 2022 and June 30, 2023, the following awards under the Incentive Plan have been granted, and have vested or forfeit:

	Number of RSUs, PSUs and BSAs (thousands)			Weighted average grant date fair value $000
Outstanding at June 30, 2021		460		$	1,186
Granted		706			1,838
Vested		(755	)		(1,877	)
Forfeit		(132	)		(676	)
Outstanding at June 30, 2022		279		$	471
Granted		912			303
Vested		(356	)		(123	)
Forfeit		(178	)		(320	)
Outstanding at June 30, 2023		657		$	331

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Note 28 - Earnings (Loss) Per Share

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of earnings per share [text block]

28. Earnings / (Loss) per share

The earnings / (loss) and weighted average numbers of Ordinary Shares used in the calculation of earnings / (loss) per share are as follows:

	As at June 30
(US dollars in thousands)	2023			2022 (restated)			2021
Loss for the year / period attributable to equity owners		(24,355	)		(22,054	)		(7,571	)
Weighted average number of shares in issue (‘000s)		24,672			20,722			16,306
Basic earnings/(loss) per share (dollars)		(0.99	)		(1.06	)		(0.49	)
Diluted earnings/(loss) per share (dollars)		(0.99	)		(1.06	)		(0.49	)

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Note 29 - Pensions

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of defined benefit plans [text block]

29. Pensions

The Company’s principal pension plan comprises the compulsory superannuation scheme in Australia, where the Company contributed 10.5% during the year, and for FY2024, the Company will contribute 11%. A pension scheme is also in place for U.K. employees, where the Company contributes 7% (year ended June 30, 2022: 7%; year ended June 30, 2021: 7%). A pension scheme is also in place for Netherlands employees where the Company contributes 10.3%. The pension charge for the year represents contributions payable by the Group which amounted to $0.4 million (year ended June 30, 2022: $0.9 million; year ended June 30, 2021: $0.8 million).

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Note 30 - Financial Instruments

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of financial instruments [text block]

30. Financial instruments

	As at June 30
(US dollars in thousands)	2023		2022		2021
Financial assets at amortized cost
Trade and other receivables		6,506		6,921		6,539
Cash and cash equivalents		553		1,285		8,604
Restricted cash		608		1,195		1,140
Total		7,667		9,401		16,283
Financial liabilities at amortized cost
Loans and borrowings		32,388		28,561		23,091
Trade and other payables		16,029		11,324		5,750
Total		48,417		39,885		28,841

The amounts disclosed in the above table for trade and other receivables and trade and other payables do not agree to the amount reported in the Company’s Consolidated Statement of Financial Position as they exclude prepaid expenses, payroll liabilities and sales tax payable, current tax receivables and contract assets and liabilities which do not meet the definition of financial assets or liabilities.

(a) Financial risk management

The Group’s principal financial instruments are bank balances, cash and medium-term loans. The main purpose of these financial instruments is to manage the Group’s funding and liquidity requirements. The Group also has other financial instruments such as trade receivables and trade payables which arise directly from its operations.

The Group is exposed through its operations to the following financial risks:

● Liquidity risk

● Credit risk

● Foreign currency risk

● Interest rate risk

The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework. Policy for managing risks is set by the Chief Executive Officer and is implemented by the Group’s finance department. All risks are managed centrally with tight control of all financial matters.

(b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group considers that liquidity risk is effectively managed and mitigated. The Group held unrestricted cash resources of $0.6 million at  June 30, 2023 ( June 30, 2022: $1.3m; June 30, 2021: $8.6m). The ratio of current assets to current liabilities at June 30, 2023 is 0.54 ( June 30, 2022: 0.93; June 30, 2021: 1.82).

Following sale of ex-solar J.A. Martin operations on July 1, 2022, the A$2.1 million J.A. Martin debtor finance facility (drawn down at June 30, 2022: nil; June 30, 2021: nil) was cancelled and a new facility with a limit of A$2.5 million and variable interest rate that is currently 7.75% was established by Kenshaw, as well as a trade finance facility of $0.5 million. 

The Group maintains near-term cash flow forecasts that enable it to identify its borrowings requirement so that remedial action can be taken if necessary.

Contractual maturities of financial liabilities, including interest payments, are as follows:

Year Ended June 30, 2023			Less than						More than
(US dollars in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Contractual maturity of financial liabilities
Trade and other payables (financial liabilities)		16,029		16,029		-		-		-
Borrowings		30,083		1,922		12,323		8,447		7,391
Lease liabilities		2,305		462		1,375		415		53
Total		48,417		18,413		13,698		8,862		7,444

Year Ended June 30, 2022			Less than						More than
(US dollars in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Contractual maturity of financial liabilities
Trade and other payables (financial liabilities)		10,973		10,973		-		-		-
Borrowings		26,097		4,604		11,283		10,211		-
Lease liabilities		2,464		506		846		1,112.00		-
Total		39,534		16,083		12,129		11,323		-

Year Ended June 30, 2021			Less than						More than
(US dollars in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Contractual maturity of financial liabilities
Trade and other payables (financial liabilities)		5,751		5,751		-		-		-
Borrowings		22,096		411		11,424		10,261		-
Lease liabilities		995		669		326		-		-
Total		28,842		6,831		11,750		10,261		-

(c) Credit risk

The primary risk arises from the Group’s receivables from customers and contract assets. The majority of the Group’s customers are long-standing and have been a customer of the Group for many years. Losses have occurred infrequently. The Group is mainly exposed to credit risks from credit sales, but the Group has no significant concentrations of credit risk and keeps the credit status of customers under review. Credit risks of customers of new customers are reviewed before entering into contracts. The debtor exposure is monitored by Group finance and the local entities review and report their exposure on a monthly basis.

The Group does not consider the exposure to the above risks to be significant and has therefore not presented a sensitivity analysis on the identified risks.

The credit quality of debtors neither past due nor impaired is good. Refer to Note 19 for further analysis on trade receivables.

(d) Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk on sales and purchases that are denominated in currencies other than the respective functional currencies of the Group entities to which they relate, primarily between USD, AUD, EUR and GBP.

The Group’s investments in overseas subsidiaries are not hedged as those currency positions are either USD denominated and/or considered to be long-term in nature.

The Group is exposed to foreign exchange risk on the following balances at June 30, 2023:

● Cash and cash equivalents $0.54 million denominated in AUD, $0.02 million in EUR and ($0.03) million in GBP.

● Restricted cash $0.6 million denominated in AUD.

● Trade and other receivables $3.4 million denominated in AUD, $1.0 million in EUR and $2.6 million in GBP.

● Trade and other payables $5.0 million denominated in AUD, $2.0 million in EUR and $2.7 million in GBP.

● Borrowings $2.9 million denominated in AUD and $0.9 million in EUR.

● Provisions $0.7 million denominated in AUD and $1.2 million in GBP.

Of the total shareholder loan of $28.6 million, $27.1 million is denominated in USD and $1.5 million is denominated in AUD.

(e) Interest rate risk

As a result of the related party loan agreement the Group is exposed to interest rate volatility. However, the interest rate is fixed for the medium term, therefore, the risk is largely mitigated for the near future. The Group will continue to monitor the movements in the wider global economy.

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Note 31 - Related Party Transactions

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of related party [text block]

31. Related party transactions

AWN is not the ultimate controlling party of VivoPower but retains a significant influence. As at June 30, 2023, AWN held a 39.5% equity interest in the Company.

Kevin Chin, Chairman and Chief Executive Officer of VivoPower, is also Chief Executive Officer of AWN. During the period, a number of services were provided to the Company from AWN and its subsidiaries; the extent of the transactions between the two groups is listed below.

On January 11, 2023, amendments to the related party loan were agreed with AWN:

(i) to defer repayment of principal to commence on April 1, 2025, with repayments over 60 months to March 31, 2030.

(ii) to defer interest payments from October 1, 2023, becoming due and payable on the earlier of a) completion by VivoPower of a debt or equity raise of at least $25 million, and b) October 1, 2024. 

(iii) to extend the increased interest rate and line fee of 10.00% and 2.00% per annum respectively commenced on October 1, 2021 to the earlier of a) March 31, 2025 or b) the date a minimum Prepayment of $1,000,000 is made.

(iv) to extend the initial refinancing fee accruing incrementally at 1.6% per annum from July 1, 2021 and become payable at the earlier of a) $1.0 million prepayment being made or b) April 1, 2025.

(v) to defer the repayment date of the previous fixed facility extension fee of $0.355 million, becoming payable on April 1, 2025. 

(vi) In addition to previously agreed refinancing fees, an additional $0.855 million fixed refinancing fee will accrue immediately and become payable on April 1, 2025.

On June 30, 2023, further amendments to the loan were agreed with AWN:      

(i) to defer interest payments from October 1, 2024 to April 1, 2025, and to replace the conditional requirement to repay accrued interest upon completion by VivoPower of a debt or equity raise of at least $25 million, with the conditional requirement to make repayments of interest and/or principal to meet the mandatory repayment schedule described in sections (ii) and (iii) below following a qualifying liquidity event. 

(ii) upon completion by VivoPower International PLC of a qualifying liquidity event of at least $5.0 million, Aevitas is required to make mandatory prepayment of principal and interest to AWN Holdings in accordance with

the following schedule:

a) proceeds $5 million to $7.5 million - pay 25% of amounts raised;

b) proceeds $7.5 million to $12.5 million - pay $1.875 million plus 45% of amounts raised;

c) proceeds $12.5 million and above - pay $4.125 million plus 25% of amounts raised.

(iii) for the purposes of the mandatory prepayment requirement, a ‘qualifying liquidity event’ excludes direct investments into VivoPower’s subsidiary, Tembo, and debt raised in respect of working capital finance facilities, but includes:

a) equity or debt raise;

b) trade sale of underlying subsidiary or business unit (including, for example, Aevitas and Caret); and

c) loan repayment from Tembo to VivoPower.

(iv) as consideration for the concessions agreed with AWN, VivoPower International PLC committed to issue AWN with 500,000 warrants, with a duration of 12 months, at an exercise price of $0.67 per share.

In December 2021, a short-term loan of $1.1 million (A$1.5 million) was provided from AWN to Aevitas O Holdings Pty Limited at an interest rate of 10.0%, increasing to 12.5% from January 1, 2022. The loan is set to expire on April 1, 2025 (initially set as April 30, 2022, then extended to the earlier of October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower International PLC of a debt or equity raise of at least S$25 million was dropped on June 30, 2023. Facility extension fees of A$29,000 (A$40,000) and $43,500 (A$60,000) are payable upon maturity, relating to the two extensions respectively.

On February 22, 2022, a short-term $3.0 million loan was provided from AWN to Aevitas, with an interest rate of 10.00% per annum payable on the principal sum upon maturity. The loan is set to expire on April 1, 2025 (initially set as May 13, 2022, then extended to the earlier of October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower International PLC of a debt or equity raise of at least S$25 million was dropped on June 30, 2023. Facility extension fees of $85,000 and $110,000 are payable upon maturity, relating to the two extensions respectively.

On December 22, 2022, a short-term $3.0 million loan was provided from AWN to Aevitas, with an interest rate of BBSY bid floating rate (on average 3.60% for the period from inception to June 30, 2023) plus fixed margin of 15.0% per annum payable on the principal sum upon maturity. A 1% facility establishment fee of $30,000 was deducted upon initial loan drawdown, and a further 3% exit fee of $90,000 is payable on expiry. The loan is set to expire on April 1, 2025 (initially set as October 1, 2023, then extended on January 11, 2023 to April 1, 2025). The requirement for the loan to expire upon completion by VivoPower International PLC of a debt or equity raise of at least S$25 million was agreed on January 11, 2023, then dropped on June 30, 2023. A facility extension fee of $115,000 is payable upon maturity. 

In February and March 2023, further short term loans of A$0.5 million and A$0.25 million were established between AWN and Aevitas, drawn down between February and May 2023. The loans have an interest rate of BBSY bid floating rate plus fixed margin of 15.0% per annum payable on the principal sum upon maturity, with expiry dates of June 30, 2023. 1% facility establishment fees of total A$7,500 were deducted upon loan drawdowns, and further 3% exit fees of total A$22,500 are payable on expiry. On June 30, 2023, the expiry or the loans was amended to August 31, 2023.

Mr. Hui is paid fees of $50,000 per annum during the year. Mr. Hui elected to receive 100% of his fees in cash. $25,000 remaining accrued and payable as at June 30, 2023. Mr. Hui also receives equity-based remuneration in relation to his involvement in management of Critical Power Services segment, and the hyper-turnaround and hyperscaling program. Of the 17,500 ($13,125) annual retention RSUs granted on April 1, 2020, vesting annually from June 2021 to June 2026, 3,500 RSUs ($2,625) vested in the current year. Of the 52,500 ($39,375) performance RSUs vesting quarterly from September 2020 to June 2023, dependent on meeting quarterly performance goals, 6,314 RSUs ($4,736) vested in the current year. A further 20,000 annual retention RSUs ($5,200) were granted to Mr. Hui on January 11, 2023, vesting annually from December 2023 to December 2025.   

From time to time, costs incurred by AWN on behalf of VivoPower are recharged to the Company. During the year ended  June 30, 2023, $1,138,346 was recharged to the Company (year ended June 30, 2022: $343,806,year ended June 30, 2021: $1,028,096). At June 30, 2023, the Company has a payable to AWN in respect of recharges of $1,392,303 ( June 30, 2022: $313,688, June 30, 2021: $4,345).

Aevitas is indebted to The Panaga Group Trust, of which Mr. Kevin Chin is a beneficiary and one of the directors of the corporate trustee of such trust, with 4,697 Aevitas Preference Shares, of face value A$46,970. The Panaga Group Trust earned A$3,302 ($2,188) dividends on the Aevitas Preference Shares during the year ended June 30, 2023. 

Chairman’s fees for Kevin Chin in the amount of £68,000 ($81,819) were charged to the Company by Arowana Partners Group Pty Ltd (“APG”) in the current year. A further $130,863 costs incurred by APG on behalf of the Company were recharged to the Company in the year. At June 30, 2023, the Company had an account payable of $157,036 in respect of these services. Mr. Chin is a shareholder and director of Arowana Partners Group Pty Ltd during the year ended June 30, 2023. 

As CEO, Mr. Chin is paid £325,000 base fees, £38,000 annual professional development allowance. Of the base salary, 4 months were paid in cash, whilst for 8 months, Mr. Chin agreed to receive payment in the form of 541,666 cashless warrants in VivoPower shares, exerciseable in the period June 3, 2024 to June 3, 2029 at an exercise price of $0.60. Shares issued following exercising of warrants will remain restricted for 12 months. Mr. Chin has allocated these warrants to a benevolent cause, the ASEAN Foundation.

Mr. Chin receives equity-based remuneration in relation to his involvement in leading the hyper-turnaround and hyperscaling program. Of the 87,200 ($65,400) annual retention RSUs granted on April 1, 2020, vesting annually from June 2021 to June 2026, 17,440 RSUs ($13,080) vested in the current year. Of the 261,600 ($196,200) performance RSUs vesting quarterly from September 2020 to June 2023, dependent on meeting quarterly performance goals, 31,456 RSUs ($23,592) vested in the current year. In December 2021, the Remuneration Committee approved an equity award of RSUs in relation to short-term incentives for the year ended June 30, 2022, vesting in June 2023 deferred from June 2022. The award vested 94,291 RSUs ($275,330), based on Mr. Chin's base salary £325,000 x 1.3237 exchange rate x 64% performance measurement / $2.92 VWAP (Volume weighted average price). A further 20,000 annual retention RSUs ($5,200) were granted to Mr. Chin on January 11, 2023, vesting annually from December 2023 to December 2025.    

On November 26, 2021, APG provided a loan of $0.37 million to Caret, to provide working capital assistance. The loan incurred interest during the year of $22,895 at 8% plus a 2% facility fee, plus a one-off establishment fee of $7,400. The loan plus interest were repaid in August 2022.

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Note 32 - Subsequent Events

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of events after reporting period [text block]

32. Subsequent events

An extraordinary general meeting of shareholders was held on July 6, 2023, which included a consideration and approval, in accordance with section 618 of the Companies Act 2006, that the Company (acting by its Board) be and is hereby authorised to consolidate, or consolidate and divide, all or such number of its existing Ordinary Shares of $0.012 each into such reduced number of Ordinary Shares of such increased nominal value as the Company’s Board may at any time prior to 23 October 2023 determine is appropriate in order to ensure that the Company remains compliant with the applicable rules of Nasdaq concerning the minimum trading price of the Company’s shares. The Ordinary Shares existing after any exercise of this power by the Company shall have the same rights and be subject to the same restrictions (save as to nominal value) as the existing Ordinary Shares of $0.012 each in the capital of the Company as set out in the Company’s articles of association for the time being. This resolution was approved by The Company’s shareholders by no less than 96% of votes cast.

Tembo signed a landmark joint venture agreement with Francisco Motors, the pioneering manufacturer of jeepneys in the Philippines. Under the agreement, Tembo will develop and supply EUV electrification kits for a new generation of electric jeepneys. One of the country’s cultural icons, jeepneys are the most common utility vehicle in the Philippines and the main mode of public transportation, accounting for just over 40% of public transportation in the country. There are more than 200,000 jeepneys on the road in the Philippines, of which more than 90% are at least 15 years old and running on second-hand diesel engines. Under the Public Utility Vehicle Modernization Program, the Philippine Government requires that all jeepneys and other public utility vehicles with at least 15 years of service be replaced with Euro 4-compliant or electric-powered vehicles. This creates a US$10bn+ addressable market for the replacement of the old jeepneys. Francisco Motors and Tembo have already secured their first orders and have commenced work to deliver on those orders. The agreement will also give Tembo access to low-cost assembly in the Philippines.

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Note 33 - Key Management Personnel Compensation

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of information about key management personnel [text block]

33. Key management personnel compensation

Key management personnel, which are those roles that have a Group management aspect to them, are included in Note 9 to the consolidated financial statements.

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Note 34 - Ultimate Controlling Party

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of ultimate controlling party [text block]

34. Ultimate controlling party

As at June 30, 2023, AWN held a 39.5% equity interest in the Company. Since June 30, 2021, the Company no longer has an ultimate controlling party.

In prior periods, the ultimate controlling party and the results into which these financials were consolidated was AWN, a company registered in Australia.

Key management personnel, which are those roles that have a Group management aspect to them, are included in Note 9 to the consolidated financial statements.

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Note 35 - Prior Year Adjustments

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Description of nature of accounting errors in prior periods [text block]

35. Prior year adjustments

For the year ended 30 June, 2022, $0.5 million of expenses were erroneously not booked until 2023 that related to services provided in the year end 30 June 2022 for which no accruals had been created. These expenses included $0.4 million professional services but also included $0.1 million equity incentives. The impact was a reduction in the profit and loss of $0.5 million, a $0.4 million increase current liabilities and $0.1 million increase in equity accounts.

For the year ended 30 June 2021, $0.5 million of deposits had been incorrectly classified as intangible assets for which these deposits were refunded in the year ended 30 June 2023. The reclassification resulted in current assets increasing by $0.5 million and an opposite reduction in long term assets with no impact on profit and loss or gross assets.

For the years ended 30 June, 2022 and 30 June, 2021, it was noted that $0.4 million of inventory had incorrectly been classified within other receivables. This has now been corrected with an increase in inventory in both years of $0.4 million and a reduction in other receivables.

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Significant Accounting Policies (Policies)

12 Months Ended

Jun. 30, 2023

Discloure of Significant Accounting Policies

Description of accounting policy for basis of preparation [text block]

2.1 Basis of preparation

VivoPower International PLC consolidated financial statements were prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, except when accounting for acquisitions, whereby fair values have been applied.

The preparation of financial statements with adopted IFRS requires the use of critical accounting estimates. It also requires the management to exercise judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where the assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

The financial statements have been prepared on a going concern basis.

As at June 30, 2023, the Company had unrestricted cash totalling $0.6 million, compared to $1.3 million as at  June 30, 2022 and $8.6 million as at June 30, 2021. It also has outstanding debt and borrowing totaling $32.4 million, compared to $28.6 million as at June 30, 2022 and $23.1 million as at June 30, 2021. Most of these borrowings do not fall due for repayment until 1 April 2025 and are thus classified under long-term liabilities.

Over the next twelve months, the Company expects significant growth in revenues and continued EBITDA generation in critical power systems, a material increase in revenue and costs in scaling up the Electric Vehicles business as the operation scales series production of its EUV23 conversion kits to match the demand from its signed partnerships. The Company will also be investing in further capitalized development costs in electric vehicles in preparation for Tembo series production. In addition, it expects to fund selective development of the U.S. solar portfolio to maximize future sales proceeds, as well as development of microgrid, EV charging and battery energy storage capabilities, as part of the scaling up of the SES business unit. The Company will also be investing in property, plant and equipment, particularly in Tembo.

This expected growth implies sizeable funding requirements over FY2024, which the Company is planning to finance through significant equity capital raises, asset-backed financing, debtor financing, working capital optimization with suppliers and customers, and tax relief on R&D expenditure, either at Group or subsidiary levels depending on what is best suited to the Company’s growth needs and optimizing for cost of capital. 

To ensure success of the business, the directors have reviewed additional plans to mitigate any cash flow risk that may arise during the next twelve months. These include:

● Regular re-forecasting process and flexing of opex and capex cost growth according to liquidity needs;

● Phased approach to hiring of personnel to sustain growth of the Tembo business;

● Staging the timing of property, plant and equipment and software capex to match asset-backed financing inflows;

● Obtain Research & Development grants in the U.K., Europe and Australia to help fund investment in electric, solar and battery technologies;

● Careful project planning and commercial structuring of SES projects;

● Possible sale, spin off, or distribution in specie of Caret, LLC ("Caret"), formerly Innovative Solar Ventures I, LLC ("ISV");

● Purchase order financing, debtor financing facilities;

● Staging the timing of equity raises to minimize dilution; and

● Renegotiation of terms on loans and supply chain.

Based on the foregoing expectations of funding needs, and actions prepared and presented by management to the Board of Directors, the Directors consider that these actions can provide sufficient cash to support business operations and meet funding requirements as they become due, despite financial, economic and political uncertainty. If we continue to experience losses and we are not able to raise additional financing to provide the funding to grow the revenue streams of the Company to become profit making, or generate cash through sales of assets, we may not have sufficient liquidity to sustain our operations and to continue as a going concern, accordingly there is a material uncertainty that may cause significant doubt about the going concern nature of the Group. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

All financial information presented in US dollars has been rounded to the nearest thousand.

Description of accounting policy for consolidation [text block]

2.2 Basis of consolidation

The consolidated financial statements include those of VivoPower International PLC and all of its subsidiary undertakings.

Subsidiary undertakings are those entities controlled directly or indirectly by the Company. The Company controls an investee when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The results of the subsidiaries acquired are included in the Consolidated Statement of Comprehensive Income from the date of acquisition using the same accounting policies of those of the Group. All business combinations are accounted for using the purchase method. The consideration transferred in a business combination is the fair value at the acquisition date of the assets transferred and the liabilities incurred by the Group and includes the fair value of any contingent consideration arrangement. Acquisition-related costs are recognized in the income statement as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by other members of the Group.

All intra-group balances and transactions, including any unrealized income and expense arising from intra-group transactions, are eliminated in full in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

Description of accounting policy for business combinations [text block]

2.3 Business combination

The acquisition method of accounting is used to account for all business combinations, 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

● liabilities incurred to the former owners of the acquired businesses

● equity interests issued by the Company

● fair value of any asset or liability resulting from a contingent consideration arrangement, and

● fair value of any pre-existing equity interest in the subsidiary.

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. The Group recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Acquisition-related costs are expenses as incurred.

The excess of the:

● consideration transferred

● amount of any non-controlling interest in the acquired entity, and

● acquisition-date fair value of any previous equity interest in the acquired entity

over the fair value 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 business acquired, the difference is recognized directly in profit or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognized in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss.

Description of accounting policy for intangible assets and goodwill [text block]

2.4 Intangible assets

All intangible assets, except goodwill, are stated at fair value less accumulated amortization and any accumulated impairment losses. Goodwill is not amortized and is stated at cost less any accumulated impairment losses. Any gain on a bargain purchase is recognized in profit or loss immediately.

Goodwill

Goodwill arose on the effective acquisition of VivoPower Pty Ltd, Aevitas O Holdings Limited (“Aevitas”) and Tembo e-LV B.V. Goodwill is reviewed annually to test for impairment.

Negative goodwill arose on the acquisition of the remaining 50% share of ISV from Innovative Solar Systems, LC ("ISS"), constituting a bargain purchase. The gain was immediately recognized in the profit and loss during the year ended June 30, 2021.

Other intangible assets

Intangible assets acquired through a business combination are initially measured at fair value and then amortized over their useful economic lives. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates.

Development expenditure includes the product development project for ruggedized electric vehicles in Tembo, pre-series-production expenditure on developing vehicle specifications and production processes. Capitalized costs include primarily internal payroll costs, external consultants and computer software.

Development expenditure on U.S. solar projects includes securing land rights, completing feasibility studies, negotiating power purchase agreements, and other costs incurred to prepare project sales for Notice to Proceed with construction and hence sale to a partner as a shovel ready project.

For both electric vehicles product development project, and U.S. solar development projects, it is the Company’s intention to complete the projects. It expects to obtain adequate technical, financial and other resources to complete the projects, and management consider that it is probable for the future economic benefits attributable to the development expenditure to flow to the entity; and that the cost of the asset can be measured reliably. Accordingly, the development expenditure is recognized under IAS 38 – Intangible Assets as an intangible asset.

All other expenditure, including expenditure on internally generated goodwill and brands, and research costs, are recognized in profit or loss as incurred.

Amortization is calculated on a straight-line basis to write down the assets over their useful economic lives at the following rates:

● Development expenditure - 5 to 10 years

● Customer relationships – 5 to 10 years

● Trade names – 15 to 25 years

● Favorable supply contracts – 15 years

● Other – 5 years

Description of accounting policy for property, plant and equipment [text block]

2.5 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and the costs directly attributable to bringing the asset into use.

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

Depreciation is calculated on a straight-line basis so as to write down the assets to their estimated residual value over their useful economic lives at the following rates:

● Computer equipment - 3 years

● Fixtures and fittings - 3 to 20 years

● Motor vehicles - 5 years

● Plant and equipment – 3.5 to 10 years

● Right-of-use assets – remaining term of lease

Description of accounting policy for non-current assets or disposal groups classified as held for sale and discontinued operations [text block]

2.6 Assets classified as held for sale and discontinued operations

Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying value and fair value less costs to sell. An impairment loss is recognized for any subsequent write-down of the asset to fair value less costs to sell.

A discontinued operation is a component of the Company that has been disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations. The results of discontinued operations are presented separately in the statement of profit or loss.

Description of accounting policy for inventory [text block]

2.7 Inventory

Inventories are stated at the lower of cost and net realizable value, in accordance with IAS 2 – Inventories. The cost includes all direct and indirect variable production expenses, plus fixed expenses based on the normal capacity of each production facility. The net realizable value of inventories intended to be sold corresponds to their selling price, as estimated based on market conditions and any relevant external information sources, less the estimated costs necessary to complete the sale.

Description of accounting policy for leases [text block]

2.8 Leases

The Group leases offices, workshops, motor vehicles, and equipment for fixed periods of 2 months to 8 years but may have extension options. Extension options are not recognized by the Group in the determination of lease liabilities unless renewals are reasonably certain.

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of real estate for which the Group is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Assets and liabilities arising from a lease are initially measured on a present value basis, with lease payments discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group’s incremental borrowing rate is used. The Group presents lease liabilities in loans and borrowings in the Statement of Financial Position.

Lease payments are allocated between principal and finance cost. The finance cost is charged to the Statement of Comprehensive Income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are presented in property, plant and equipment and depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Description of accounting policy for impairment of non-financial assets [text block]

2.9 Impairment of non-financial assets

Goodwill is allocated to cash-generating units for the purposes of impairment testing. The recoverable amount of the cash-generating unit (‘CGU’) to which the goodwill relates is tested annually for impairment or when events or changes to circumstances indicate that it might be impaired.

The carrying values of property, plant and equipment, investments and intangible assets other than goodwill are reviewed for impairment only when events indicate the carrying value may be impaired.

In an impairment test the recoverable amount of the cash-generating unit or asset is estimated in order to determine the existence or extent of any impairment loss. The recoverable amount is the higher of fair value less costs to sell and the value in use to the Group. An impairment loss is recognized to the extent that the carrying value exceeds the recoverable amount. In determining a cash-generating unit’s or asset’s value in use, 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 risks specific to the cash-generating unit or asset that have not already been included in the estimate of future cash flows. All impairment losses are recognized in the Statement of Comprehensive Income.

An impairment loss in respect of goodwill is not reversed. In the case of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. These impairment losses are reversed if there has been any change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent so that the asset’s carrying amount does not exceed the carrying value that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Description of accounting policy for financial instruments [text block]

2.10 Financial instruments

Financial assets and liabilities are recognized in the Group’s Statement of Financial Position when the Group becomes a party to the contracted provision of the instrument. The following policies for financial instruments have been applied in the preparation of the consolidated financial statements.

The Company classifies its financial assets in the following measurement categories:

● those to be measured subsequently at fair value through profit or loss; and,

● those to be measured at amortized cost.

The classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial assets are classified as at amortized cost only if both of the following criteria are met:

● the asset is held within a business model whose objective is to collect contractual cash flows; and,

● the contractual terms give rise to cash flows that are solely payments of principal and interest.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

● in the principal market for the asset or liability; or,

● in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2 - valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

Level 3 - valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

Cash and cash equivalents

For the purpose of preparation of the Statement of Cash Flow, cash and cash equivalents includes cash at bank and in hand.

Restricted cash

Restricted cash are cash and cash equivalents whose availability for use within the Group is subject to certain restrictions by third parties.

Bank borrowings

Interest-bearing bank loans are recorded at the proceeds received. Direct issue costs paid on the establishment of loan facilities are recognized over the term of the loan on a straight-line basis. The initial payment is taken to the Statement of Financial Position and then amortized over the full-length of the facility.

Trade and other receivables

Trade and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less any allowance for the expected future issue of credit notes and for non-recoverability due to credit risk. The Group applies the IFRS 9 – Financial Instruments simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.

Trade and other payables

Trade and other payables are non-interest bearing and are stated at amortized cost using the effective interest method.

Share capital

Ordinary Shares, nominal value $0.012 per share (the "Ordinary Shares") are classified as equity. Incremental costs directly attributable to the issue of Ordinary Shares are recognized as a deduction from equity, net of any tax effects.

Repurchase of share capital (treasury shares)

When share capital recognized as equity is repurchased as equity by the Company the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity, and excluded from the number of shares in issue when calculating earnings per share.

Description of accounting policy for income tax [text block]

2.11 Taxation

Income tax expense comprises current and deferred tax.

Current tax is recognized based on the amounts expected to be paid or recovered under the tax rates and laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is provided on temporary timing differences that arise between the carrying amounts of assets and liabilities for financial reporting purposes and their corresponding tax values. Liabilities are recorded on all temporary differences except in respect of initial recognition of goodwill and in respect of investments in subsidiaries where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that it will not reverse in the foreseeable future. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the asset can be offset. Deferred tax is measured on an undiscounted basis using the tax rates and laws that have been enacted or substantively enacted by the end of the accounting period.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, they relate to income taxes levied by the same tax authority and the Group intends to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

Current and deferred tax are recognized in the Statement of Comprehensive Income, except when the tax relates to items charged or credited directly to equity, in which case it is dealt with directly in equity.

Description of accounting policy for provisions [text block]

2.12 Provisions

Provisions are recognized when the Group has a present obligation because of a past event, it is probable that the Group will be required to settle that obligation, and it can be measured reliably.

Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the date of Statement of Financial Position.

Where the time value of money is material, provisions are measured at the present value of expenditures expected to be paid in settlement.

Description of accounting policy for earnings per share [text block]

2.13 Earnings per share

The Group presents basic (“EPS”) data for 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, excluding the shares held as treasury shares.

Description of accounting policy for foreign currency translation [text block]

2.14 Foreign currencies

The Company’s functional and presentational currency is the US dollar. Items included in the separate financial statements of each Group entity are measured in the functional currency of that entity. Transactions denominated in foreign currencies are translated into the functional currency of the entity at the rates of exchange prevailing at the dates of the individual transactions. Foreign currency monetary assets and liabilities are translated at the rates of exchange prevailing at the end of the reporting period.

Exchange gains and losses arising are charged to the Statement of Comprehensive Income within finance income or expenses. The Statement of Comprehensive Income and Statement of Financial Position of foreign entities are translated into US dollars on consolidation at the average rates for the period and the rates prevailing at the end of the reporting period respectively. Exchange gains and losses arising on the translation of the Group’s net investment foreign entities are recognized as a separate component of shareholders’ equity.

Foreign currency denominated share capital and related share premium and reserve accounts are recorded at the historical exchange rate at the time the shares were issued, or the equity created.

Description of accounting policy for recognition of revenue [text block]

2.15 Revenue from contracts with customers

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary course of the Group’s activities. Revenue is shown net of discounts, value-added tax, other sales related taxes, and after the elimination of sales within the Group.

Revenue comprises development revenues, electrical installations, electrical servicing and maintenance, generator sales, vehicle spec conversion and conversion kits. Revenue is recognized upon satisfaction of contractual performance obligations.

The Group has a number of different revenue streams and the key components in determining the correct recognition are as follows:

Development revenue, which is revenue generated from development services relating to the building and construction of solar projects, is recognized on a percentage completion basis as the value is accrued by the end user over the life of the contract. The periodic recognition is calculated through weekly project progress reports.

On longer-term power services projects such as large-scale equipment provision and installation, the performance obligation of completing the installation is satisfied over time, and revenue is recognized on a percentage completion basis using an input method. Revenue for stand-alone equipment sales is recognized at the point of passing control of the asset to the customer. Other revenue for small jobs and those completed in a limited timeframe are recognized when the job is complete and accepted by the customer.

Revenue for sale of electric vehicles, kits for electric vehicles and related products is recognized upon delivery to the customer. Where distribution agreements are agreed with external parties to participate in the assembly of vehicles, revenue recognition will be assessed under IFRS 15 - Revenue from Contracts with Customers, to establish the principal and agent in the relationship between the parties and with the end customer.

Warranties are of short duration and only cover defective workmanship and defective materials. No additional services are committed to which generate a performance obligation.

No adjustment is made for the effects of financing, as the Company expects, at contract inception, that the period between when the goods and services are transferred to the customer and when the customer pays, will be one year or less.

If the revenue recognized for goods and services rendered by the Company exceeds amounts that the Company is entitled to bill the customer, a contract asset is recognized. If amounts billed exceed the revenue recognized for goods and services rendered, a contract liability is recognized.

Incremental costs of obtaining a contract are expensed as incurred.

Description of accounting policy for other income [text block]

2.16 Other income

Other income in relation to government grants, is recognized in the period that the related costs, for which the grants are intended to compensate, are expensed.

Description of accounting policy for employee benefits [text block]

2.17 Employee benefits

Pension

The employer pension contributions are associated with defined contribution schemes. The costs are therefore recognized in the month in which the contribution is incurred, which is consistent with recognition of payroll expenses.

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount because of past service provided by the employee and the obligation can be reliably measured.

Short-term compensated absences

A liability for short-term compensated absences, such as holidays, is recognized for the amount the Group may be required to pay because of the unused entitlement that has accumulated at the end of the reporting period.

Share-based payments

Shares issued to employees and other participants under the Omnibus Incentive Plan 2017 are recognized over the expected vesting period, using the grant date share price, in accordance with IFRS 2 Share-based Payments.

Description of accounting policy for restructuring costs [text block]

2.18 Restructuring and other non-recurring costs

Restructuring and other non-recurring costs are by nature one-time incurrences and do not represent the normal trading activities of the business and accordingly are disclosed separately on the Consolidated Statement of Comprehensive Income in accordance with IAS 1 – Presentation of Financial Statements in order to draw them to the attention of the reader of the financial statements. Restructuring costs are defined in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets as being related to sale or termination of a line of business, closure of business locations, changes in management structure, or fundamental reorganizations.

Other non-recurring costs include litigation expenses for former employees, including fees for legal services and provisions under IAS 37 for legal fee dispute resolutions that are probable to result in a quantifiable financial outflow by the Company.

Other non-recurring costs also include legal and professional costs for project review and investigation detailed review and sales campaign for solar projects managed by the ISS joint venture partner.

Other non-recurring costs also include one-off costs resulting from acquisition of Tembo e-LV and subsidiaries and impairment and write-off of nonrecoverable items.

Other non-recurring costs also include provisions in respect of fiscal refunds on prior receivables, which the Company is defending.

Description of accounting policy for new standards [text block]

2.19 New standards, amendments and interpretations not yet adopted by the Group

At the date of authorisation of these financial statements the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

International Accounting Standards (amendments)	Effective date*
IAS 1 - Amendments regarding the classification of liabilities	1 January 2023
IAS 1, IFRS Practice Statement 2 - Amendments to IAS 1 and IFRS Practice Statement 2	1 January 2023
IAS 1 - Amendments regarding non-current liabilities with covenants	1 January 2024
IAS 8 (amendments) - Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates	1 January 2023
IFRS 16 - Amendments regarding lease liability in a sale and leaseback	1 January 2024
*Years beginning on or after

The Directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the Group or Company in future periods.

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Note 4 - Revenue and Segmental Information (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of geographical areas [text block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Australia		13,596		20,958		22,581
Netherlands		1,464		1,490		1,394
United Kingdom		-		-		-
United States		-		-		-
Total revenues		15,060		22,448		23,975

Disclosure of products and services [text block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Electrical products and related services		13,596		20,958		22,396
Development fees		-		-		185
Vehicle spec conversion		-		789		137
Conversion kits		1,394		301		1,219
Accessories		70		400		38
Total revenues		15,060		22,448		23,975

Disclosure of operating segments [text block]

	Continuing operations																		Discontinued operations			Total
Year Ended June 30, 2023	Critical Power			Solar			Electric			Sustainable Energy			Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Continuing			Services
Revenue from contracts with customers		13,596			-			1,464			-			-			15,060			-			15,060
Costs of sales - other		(11,900	)		-			(1,572	)		-			-			(13,472	)		-			(13,472	)
Cost of sales - non-recurring events		(3,850	)		-			-			-			-			(3,850	)		-			(3,850	)
Gross profit		(2,154	)		-			(108	)		-			-			(2,262	)		-			(2,262	)
General and administrative expenses		(1,390	)		(297	)		(1,005	)		(367	)		(4,561	)		(7,620	)		-			(7,620	)
Other gains/(losses)		-			-			-			30			-			30			(4,207	)		(4,177	)
Other income		50			69			-			-			-			119			-			119
Depreciation and amortization		(895	)		-			(673	)		(3	)		(10	)		(1,581	)		-			(1,581	)
Operating loss		(4,389	)		(228	)		(1,786	)		(340	)		(4,571	)		(11,314	)		(4,207	)		(15,521	)
Restructuring and other non-recurring costs		(1	)		-			(214	)		-			(1,869	)		(2,084	)		-			(2,084	)
Finance expense - net		(6,841	)		(34	)		936			(50	)		(221	)		(6,210	)		-			(6,210	)
Profit/(loss) before income tax		(11,231	)		(262	)		(1,064	)		(390	)		(6,661	)		(19,608	)		(4,207	)		(23,815	)
Income tax		(619	)		-			(40	)		119			-			(540	)		-			(540	)
Loss for the year		(11,850	)		(262	)		(1,104	)		(271	)		(6,661	)		(20,148	)		(4,207	)		(24,355	)

	Continuing operations																		Discontinued operations			Total
Year Ended June 30, 2022 (restated)	Critical Power			Solar			Electric			Sustainable Energy			Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Continuing			Services
Revenue from contracts with customers		20,958			-			1,490			-			-			22,448			15,168			37,616
Costs of sales - other		(18,804	)		-			(1,504	)		-			-			(20,308	)		(13,842	)		(34,150	)
Cost of sales - non-recurring events		(1,881	)		-			-			-			-			(1,881	)		-			(1,881	)
Gross profit		273			-			(14	)		-			-			259			1,326			1,585
General and administrative expenses		(1,568	)		(80	)		(2,901	)		(1,660	)		(7,602	)		(13,811	)		(1,485	)		(15,296	)
Other gains/(losses)		103			(139	)		-			23			-			(13	)		-			(13	)
Other income		662			-			-			-			-			662			324			986
Depreciation and amortization		(1,165	)		-			(443	)		(3	)		(9	)		(1,620	)		(767	)		(2,387	)
Operating loss		(1,695	)		(219	)		(3,358	)		(1,640	)		(7,611	)		(14,523	)		(602	)		(15,125	)
Restructuring and other non-recurring costs		45			-			(429	)		-			(59	)		(443	)		-			(443	)
Finance expense - net		(7,470	)		-			(974	)		23			(10	)		(8,431	)		(172	)		(8,603	)
Profit/(loss) before income tax		(9,120	)		(219	)		(4,761	)		(1,617	)		(7,680	)		(23,397	)		(774	)		(24,171	)
Income tax		1,349			-			575			192			(148	)		1,968			149			2,117
Loss for the year		(7,771	)		(219	)		(4,186	)		(1,425	)		(7,828	)		(21,429	)		(625	)		(22,054	)

	Continuing operations																	Discontinued operations			Total
Year Ended June 30, 2021	Critical Power			Solar			Electric			Sustainable Energy		Corporate			Total			Critical Power
(US dollars in thousands)	Services			Development			Vehicles			Solutions		Office			Continuing			Services
Revenue		22,396			185			1,394			-		-			23,975			16,436			40,411
Costs of sales - other		(18,322	)		-			(1,292	)		-		-			(19,614	)		(14,470	)		(34,084	)
Cost of sales - non-recurring events		-			-			-			-		-			-			-			-
Gross profit		4,074			185			102			-		-			4,361			1,966			6,327
General and administrative expenses		(1,522	)		(1,309	)		(1,923	)		-		(4,897	)		(9,651	)		(1,482	)		(11,133	)
Other gains/(losses)		36			733			-			-		-			769			-			769
Other income		960			-			-			-		-			960			552			1,512
Depreciation and amortization		(1,099	)		(4	)		(346	)		-		(4	)		(1,453	)		(803	)		(2,256	)
Operating profit/(loss)		2,449			(395	)		(2,167	)		-		(4,901	)		(5,014	)		233			(4,781	)
Restructuring and other non-recurring costs		(24	)		-			(631	)		-		(2,222	)		(2,877	)		(3	)		(2,880	)
Finance expense - net		1,824			(24	)		(1	)		-		(2,073	)		(274	)		(137	)		(411	)
Profit/(loss) before income tax		4,249			(419	)		(2,799	)		-		(9,196	)		(8,165	)		93			(8,072	)
Income tax		(691	)		96			733			-		-			138			(24	)		114
Loss for the year		3,558			(323	)		(2,066	)		-		(9,196	)		(8,027	)		69			(7,958	)

As at June 30, 2023	Critical Power			Solar		Electric			Sustainable Energy			Corporate
(US dollars in thousands)	Services			Development		Vehicles			Solutions			Office			Total
Assets		18,034			12,726		17,493			10,343			2,819			61,416
Liabilities		(15,539	)		-		(7,564	)		(645	)		(33,921	)		(57,670	)
Net assets/(liabilities)		2,495			12,726		9,929			9,698			(31,102	)		3,746

As at June 30, 2022	Critical Power			Solar			Electric			Sustainable Energy			Corporate
(US dollars in thousands)	Services			Development			Vehicles			Solutions			Office			Total
Assets		30,878			22,505			14,202			1,170			903			69,657
Liabilities		(13,452	)		(377	)		(4,528	)		(485	)		(29,200	)		(48,042	)
Net assets/(liabilities)		17,426			22,128			9,673			685			(28,297	)		21,615

As at June 30, 2021	Critical Power			Solar			Electric			Sustainable Energy		Corporate
(US dollars in thousands)	Services			Development			Vehicles			Solutions		Office			Total
Assets		35,604			24,693			9,027			-		7,188			76,512
Liabilities		(9,442	)		(767	)		(2,093	)		-		(23,792	)		(36,094	)
Net assets/(liabilities)		26,162			23,926			6,934			-		(16,604	)		40,418

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Note 5 - Gain (Loss) on Solar Development (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of detailed information about gain (loss) on assets [text block]

	Year Ended June 30
(US dollars in thousands)	2023		2022			2021
Australia solar projects		30		23			(165	)
ISS Joint Venture - 50% share of discontinued projects		-		-			(6,950	)
Gain on acquisition of remaining 50% ISV from ISS		-		-			7,848
Other gains/(losses)		-		(36	)		36
Total other gains/(losses)		30		(13	)		769

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Note 7 - Operating Profit (Loss) (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of other operating income (expense) [text block]

	Year Ended June 30
(US dollars in thousands)	2023			2022		2021
Amortization of intangible assets		831			850		815
Depreciation of property, plant and equipment		750			770		638
Auditors' remuneration - audit fees		218			177		163
Auditors' remuneration - tax services		8			12		12
Directors' emoluments		719			693		676
(Gain)/loss on disposal of assets		(30	)		13		(769	)

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Note 8 - Restructuring and Other Non-recurring Costs (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of restructuring expenses [text block]

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Corporate restructuring - professional fees		200			189			179
Corporate restructuring - litigation provision		-			(128	)		2,039
Fiscal refunds provision		1,768			-			-
Impairment and write-off		422			-			-
Remediation		(361	)		382			-
Relocation		-			-			27
Acquisition related and other costs		55			-			632
Total		2,084			443			2,877

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Note 9 - Staff Numbers and Costs (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Average number of employee [Text Block]

	Year Ended June 30
	2023		2022		2021
Sales and Business Development		11		13		13
Central Services and Management		18		29		35
Production		64		212		164
Total		93		254		212

Aggregate remuneration costs [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021
Salaries, wages and incentives		5,465		15,372		14,550
Social security costs		430		730		795
Pension contributions		369		844		850
Short-term compensated absences		366		1,277		1,200
Total		6,630		18,223		17,395

Key management personnel expenses [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Salaries, wages and incentives		1,120		1,578		1,949
Social security costs		38		151		101
Pension contributions		60		114		64
Equity incentives		-		392		244
Short-term compensated absences		-		-		2
Total		1,218		2,235		2,361

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Note 10 - Finance Income and Expense (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of finance income and expense [text block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Finance income
Foreign exchange gain		1,150		173		2,176
Interest income		6		-		-
Total finance income		1,156		173		2,176

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Finance expense
Related party loan interest payable		3,801		3,351		1,986
Convertible loan notes and preference shares interest payable		254		217		1,228
Waived dividends on convertible preference shares		-		-		(327	)
Waived dividends on convertible loan notes		-		-		(668	)
Debtor invoice finance interest payable		100		24		7
Lease liability interest payable		171		133		42
Bank interest payable		47		3		-
Foreign exchange losses		2,704		4,709		92
Other finance costs		289		167		90
Total finance expense		7,366		8,604		2,450

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Note 11 - Taxation (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Income tax expenses [Text Block]

	Year Ended June 30
	2023								2022								2021
(US dollars in thousands)	Continuing			Discontinued		Total			Continuing			Discontinued		Total			Continuing			Discontinued			Total
Current tax
UK corporation tax		-			-		-			(52	)		-		(52	)		-			-			-
Foreign tax		(924	)		-		(924	)		818			-		818			(825	)		(24	)		(849	)
Total current tax		(924	)		-		(924	)		766			-		766			(825	)		(24	)		(849	)
Deferred tax
Current year
UK tax		-			-		-			(96	)		-		(96	)		(51	)		-			(51	)
Foreign tax		382			-		382			1,297			149		1,446			1,014			-			1,014
Total deferred tax		382			-		382			1,201			149		1,350			963			-			963
Total income tax		(541	)		-		(541	)		1,968			149		2,117			138			(24	)		114

Reconciliation of accounting profit multiplied by applicable tax rates [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Loss before income tax before continuing operations		(17,604	)		(23,397	)		(8,165	)
Group weighted average corporation tax rate		29.1	%		26.6	%		22.2	%
Tax at standard rate		5,118			6,224			1,813
Effects of:
Expenses that are not deductible for tax purposes								(833	)
Adjustment to prior year tax provisions								137
Deferred tax assets not recognized on tax losses		(5,660	)		(4,256	)		(979	)
Total income tax from continuing operation for the period recognized in the
Consolidated Statement of Comprehensive Income		(541	)		1,968			138

Deferred tax [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Deferred tax assets		5,136			4,668			2,495
Deferred tax liabilities		(2,232	)		(1,234	)		(411	)
Net deferred tax asset		2,904			3,434			2,084

Deferred tax assets and liabilities [Text Block]

Deferred tax assets	Tax losses		Other timing differences			Total
June 30, 2020		814		533			1,347
Credit to comprehensive income		776		109			885
Acquisitions		263		-			263
June 30, 2021		1,853		642			2,495
Credit/(charged) to comprehensive income		2,227		(54	)		2,173
June 30, 2022		4,080		588			4,668
Credit to comprehensive income		196		272			468
June 30, 2023		4,276		860			5,136

Deferred tax liabilities	Accelerated allowances		Other timing differences			Total
June 30, 2020		-		-			-
Charged to comprehensive income		-		78			78
Acquisition of subsidiary		-		(489	)		(489	)
June 30, 2021		-		(411	)		(411	)
Charged to comprehensive income		-		(823	)		(823	)
June 30, 2022		-		(1,234	)		(1,234	)
Charged to comprehensive income				(998	)		(998	)
June 30, 2023		-		(2,232	)		(2,232	)

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Note 12 - Business Combination (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of detailed information about business combination [text block]

Purchase consideration
(Amounts in thousands)	EUR		USD
Cash consideration for 51% acquisition		4,000		4,916

(Amounts in thousands)	EUR			USD
Cash and cash equivalents		4,021			4,942
Trade and other receivables		100			123
Inventory		594			730
Property, plant and equipment (Note 13)		167			206
Deferred tax asset (Note 11)		214			263
Trade and other payables		(541	)		(665	)
Related party payable		(1,024	)		(1,259	)
Other non-current liabilities		(181	)		(222	)
Deferred income		(578	)		(711	)
Deferred tax liability (Note 11)		(398	)		(489	)
Remediation provision		(282	)		(336	)
Fair value of identifiable net assets acquired		2,092			2,582
Non -controlling interests (49%)		(1,025	)		(1,260	)
Net assets acquired		1,067			1,322
Cash consideration for 51% acquisition		4,000			4,916
Surplus on acquisition:		2,933			3,594
Allocated of surplus:
Goodwill (Note 14a)		1,340			1,698
Other intangible assets (Note 14b)		1,593			1,896
		2,933			3,594

Acquisition of Non-controlling interest:	EUR			USD
Cash paid		1,800			2,173
Ordinary Shares issued		197			237
Total consideration for non-controlling interest		1,997			2,410
Non-controlling interest acquired:
At acquisition		(1,025	)		(1,259	)
Loss attributable to non-controlling interest		319			387
At date of acquisition of non-controlling interest		(706	)		(873	)
Surplus on acquisition of non-controlling interests		1,291			1,538

Purchase consideration - cash outflow
(Amounts in thousands)	EUR		USD
Outflow of cash to acquire subsidiary, net of cash acquired
Cash consideration - 51%		4,000		4,916
Cash consideration - 49%		1,800		2,173
Less: Balances acquired
Cash		4,021		4,942
Net outflow of cash - investing activities		1,779		2,147

(US dollars in thousands)
Purchase consideration
Cash		-
Fair value of pre-acquisition equity interest		5,393
Total consideration		5,393
Less: Fair value of acquired net assets:
Cash	2
Deposits	991
Capitalized project development expenses (Note 14b)	12,248
		13,241
Gain on bargain purchase - included in gain/(loss) on SES development (Note 5)		7,848

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Note 13 - Property, Plant and Equipment (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of detailed information about property, plant and equipment [text block]

(US dollars in thousands)	Computer Equipment			Motor Vehicles			Plant & Equipment			Fixtures & Fittings			Right-of-Use Assets			Total
Cost
At June 30, 2020		476			1,363			1,232			195			2,283			5,549
Foreign exchange		41			145			26			18			196			426
Additions		125			230			395			6			182			938
Acquisition		-			4			114			-			88			206
Disposals		(80	)		(174	)		(156	)		(97	)		(58	)		(565	)
At June 30, 2021		562			1,568			1,611			122			2,691			6,554
Foreign exchange		(41	)		(154	)		(146	)		(10	)		(214	)		(565	)
Additions		28			184			343			209			2,470			3,234
Disposals		-			(150	)		(48	)		-			(53	)		(251	)
Reclass to assets held for sale		(231	)		(1,015	)		(320	)		(74	)		(1,295	)		(2,935	)
At June 30, 2022		318			433			1,440			247			3,599			6,037
Reclassifications/corrections		-			-			-			-			(707	)		(707	)
Foreign exchange		(10	)		(23	)		(32	)		(9	)		(43	)		(117	)
Additions		36			92			558			10			239			935
Disposals		(37	)		(39	)		(250	)		-			(54	)		(380	)
At June 30, 2023		307			463			1,716			248			3,034			5,768

(US dollars in thousands)	Computer Equipment			Motor Vehicles			Plant & Equipment			Fixtures & Fittings			Right-of-Use Assets			Total
Depreciation
At June 30, 2020		373			836			747			86			1,021			3,063
Foreign exchange		31			85			70			8			77			271
Charge for the year		66			206			167			8			642			1,089
Disposals		(71	)		(157	)		(112	)		(46	)		(58	)		(444	)
At June 30, 2021		399			970			872			56			1,682			3,979
Foreign exchange		(33	)		(95	)		(93	)		(6	)		(167	)		(394	)
Charge for the year (including discontinued operations)		69			186			179			22			752			1,208
Disposals		-			(131	)		(9	)		-			(53	)		(193	)
Reclass to assets held for sale		(197	)		(719	)		(232	)		(43	)		(1,115	)		(2,306	)
At June 30, 2022		238			211			717			29			1,099			2,294
Reclassifications/corrections		-			-			-			-			(685	)		(685	)
Foreign exchange		(5	)		(10	)		(18	)		(1	)		(29	)		(63	)
Charge for the year		48			90			179			22			411			750
Disposals		(26	)		(28	)		(171	)		-			(45	)		(270	)
At June 30, 2023		255			263			707			50			751			2,026

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Note 14 - Intangible Assets (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Intangible assets [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021 (restated)
Goodwill		17,697		18,269		25,794
Other intangible assets		24,478		21,308		21,151
Total		42,175		39,577		46,945

Goodwill [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
As at July 1		18,269			25,794			21,919
Reclassification to held for sale assets		-			(5,289	)		-
Goodwill on acquisition of Tembo		-			-			1,698
Foreign exchange		(572	)		(2,236	)		2,177
Carrying value		17,697			18,269			25,794

Carrying amounts of goodwill by cash-generating units [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Aevitas O Holdings Limited (allocated to the Critical Power Services segment)		6,946		7,222		13,658
VivoPower Pty Ltd (allocated to the Solar Development segment)		9,091		9,451		10,319
Tembo (allocated to the Electric Vehicle segment)		1,660		1,595		1,817
Total		17,697		18,269		25,794

Other Intangible Assets [Text Block]

(US dollars in thousands)	Customer Relationships			Trade Names			Favorable Supply Contracts			Solar Projects			Product Development			Other Intangible Assets			Total Intangible Assets
Cost
At June 30, 2020		4,382			2,399			4,099			-			-			156			11,036
Foreign exchange		411			225			385			-			-			13			1,034
Additions		46			-			-			-			513			-			559
Acquisitions		1,492			404			-			12,248			-			-			14,144
Disposals		(550	)		-			-			-			-			-			(550	)
Prior year restatement		-			-			-			(504	)		-			-			(504	)
At June 30, 2021 restated		5,781			3,028			4,484			11,744			513			169			25,719
Foreign exchange		(542	)		(271	)		(376	)		-			(63	)		(13	)		(1,265	)
Additions		-			-			-			878			3,355			19			4,252
Acquisitions		-			-			-			-			-			-			-
Disposals		-			(9	)		-			-			-			-			(9	)
Reclass to Assets held for sale		(2,687	)		(1,385	)		-			-			-			-			(4,072	)
At June 30, 2022 restated		2,552			1,363			4,108			12,622			3,805			175			24,625
Foreign exchange		4			(25	)		(157	)		-			302			(1	)		123
Additions		-			-			-			103			3,725			29			3,857
Acquisitions		-			-			-			-			-			-			-
Disposals		-			-			-			(47	)		-			-			(47	)
At June 30, 2023		2,556			1,338			3,951			12,678			7,832			203			28,558

Amortization	Customer Relationships			Trade Names			Favorable Supply Contracts			Solar Projects		Product Development			Other			Total
At June 30, 2020		1,405			572			978			-		-			151			3,106
Foreign exchange		131			54			92			-		-			18			295
Amortization		622			229			298			-		18			-			1,167
At June 30, 2021		2,158			855			1,368			-		18			169			4,568
Foreign exchange		(208	)		(79	)		(115	)		-		(2	)		(13	)		(417	)
Amortization		405			181			274			-		-			-			860
Disposals		-			-			-			-		-			-			-
Reclass to Assets held for sale		(1,232	)		(462	)		-			-		-			-			(1,694	)
At June 30, 2022		1,123			495			1,527			-		16			156			3,317
Foreign exchange		(1	)		(8	)		(61	)		-		2			-			(68	)
Amortization		385			137			266			-		43			-			831
Disposals		-			-			-			-		-			-			-
At June 30, 2023		1,507			624			1,732			-		61			156			4,080

Net book value	Customer Relationships		Trade Names		Favorable Supply Contracts		Solar Projects		Product Development		Other		Total
At June 30, 2021 restated		3,623		2,173		3,116		11,744		495		-		21,151
At June 30, 2022 restated		1,429		868		2,581		12,622		3,789		19		21,308
At June 30, 2023		1,049		714		2,219		12,678		7,771		47		24,478

XML

Note 15 - Investment in Subsidiaries (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of subsidiaries [text block]

Subsidiary Undertakings	Percentage of shares held			Registered address
VivoPower International Services Limited		100	%	28 Esplanade, St Helier, Jersey, JE2 3QA
VivoPower USA, LLC		100	%
VivoPower US-NC-31, LLC		100	%
VivoPower US-NC-47, LLC		100	%	251 Little Falls Drive, Wilmington, DE,
VivoPower (USA) Development, LLC		100	%	USA 19808
Caret, LLC (formerly Innovative Solar Ventures I, LLC)		100	%
Caret Decimal, LLC		100	%
VivoPower Pty Ltd		100	%
Aevitas O Holdings Pty Ltd		100	%
Aevitas Group Limited		100	%
Aevitas Holdings Pty Ltd		100	%	153 Walker St, North Sydney NSW, Australia 2060
Electrical Engineering Group Pty Limited		100	%
Kenshaw Solar Pty Ltd (formerly J.A. Martin Electrical Pty Limited)		100	%
Kenshaw Electrical Pty Limited		100	%
Tembo EV Australia Pty Ltd		100	%
VivoPower Philippines Inc.		64	%	Unit 10A, Net Lima Building, 5th Avenue cor. 26th Street,
VivoPower RE Solutions Inc.		64	%	E-Square Zone, Crescent Park West, Bonifacio Global City,
V.V.P. Holdings Inc. *		40	%	Taguig, Metro Manila
Tembo e-LV B.V.		100	%
Tembo 4x4 e-LV B.V.		100	%	Marinus van Meelweg 20, 5657 EN, Eindhoven, NL
FD 4x4 Centre B.V.		100	%
VivoPower International IMEA DMCC		100	%	Unit 4522, DMCC Business Centre, Level No 1, Gemplex 3, Dubai, UAE

XML

Note 16 - Investments Accounted for Using the Equity Method (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of joint ventures [text block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Capital commitment		-		-		-
Commission credit		-		-		-
Discontinued projects		-		-		-
Acquisition costs		-		-		-
Total		-		-		-

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Assets classified as held for sale		-		-		-
Investments accounted for using the equity method		-		-		-
Total		-		-		-

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Current assets		-		-		-
Non-current assets		-		-		-
Total		-		-		-

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Opening net assets		-		-		24,390
Commission credit		-		-		-
Commission credit on abandonments		-		-		-
Sundry income		-		-		-
Project swaps		-		-		-
Abandoned projects		-		-		(13,900	)
Acquisition of controlling interest		-		-		(10,490	)
Net assets		-		-		-
VivoPower share in %		N/A		N/A		50	%
VivoPower share in $ (excluding funding obligation)		-		-		-
Commission credit		-		-		-
Acquisition costs		-		-		-
Net Assets		-		-		-

XML

Note 17 - Cash and Cash Equivalents (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Cash and cash euivalents [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Cash at bank and in hand		553		1,285		8,604

Disclosure of credit risk exposure [text block]

	Year Ended June 30
(US dollars in thousands)	2023			2022		2021
A+		(12	)		171		5,423
A		-			-		-
A-		2			2		2
AA-		563			1,112		3,179
Total		553			1,285		8,604

XML

Note 18 - Restricted Cash (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of restricted cash and cash equivalents [text block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Bank guarantee security deposit		608		1,195		1,140

XML

Note 19 - Trade and Other Receivables (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Trade and other receivables [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021 (restated)
Current receivables
Trade receivables		1,649		3,866		4,959
Contract assets		893		694		2,723
Prepayments		277		787		2,837
Other receivables		4,027		3,055		1,580
Deposits		-		504		504
Current tax receivable		175		182		182
Total		7,021		9,088		12,785

Analysis of trade receivable [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
Trade and other receivables		1,649		3,866		4,959
Less: credit note provision		-		-		-
Total		1,649		3,866		4,959

Credit risk for trade receivables by geographic region [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
United States		-		-		-
United Kingdom		-		-		-
Australia		1,451		2,684		4,349
Netherlands		198		1,181		610
Total		1,649		3,866		4,959

Aging of trade receivables [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023		2022		2021
0-90 days		1,410		3,306		4,918
Greater than 90 days		239		560		41
Total		1,649		3,866		4,959

XML

Note 20 - Inventory (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Description of inventory [text block]

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021 (restated)
Raw materials		2,115		1,887		1,968
Total		2,115		1,887		1,968

XML

Note 21 - Assets Classified as Held for Sale (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Assets held for sale [text block]

				Year Ended June 30
(US dollars in thousands)	% Owned			2023		2022		2021
Kenshaw Solar Pty Ltd (formerly J.A. Martin Electrical Pty Limited) - ex solar		100	%		-		8,214		-
Total					-		8,214		-

XML

Note 22 - Discontinued Operation (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of analysis of single amount of discontinued operations [text block]

	Year Ended June 30
(US dollars in thousands)	2023			2022			2021
Revenues		-			15,168			16,436
Other income		-			324			552
Loss on disposal of business		(4,207	)		-			-
Expenses		-			(16,266	)		(16,895	)
(Loss)/profit before income tax		(4,207	)		(774	)		92
Income tax expense		-			149			(23	)
(Loss)/gain from discontinued operations		(4,207	)		(625	)		69
Net cash (outflow)/inflow from operating activities		(4,207	)		(625	)		69
Net cash inflow/(outflow) from investing activities		-			-			-
Net cash inflow/(outflow) from financing activities		-			-			-
Net (decrease)/increase in cash generated by subsidiary		(4,207	)		(625	)		69

Disclosure of non-current assets held for sale and discontinued operations [text block]

	Year Ended June 30
(US dollars in thousands)	2023		2022
Assets classified as held for sale
Trade and other receivables		-		239
Property, plant and equipment		-		629
Goodwill		-		5,289
Intangible assets		-		2,056
Total assets of disposal group classified as held for sale		-		8,214
Liabilities directly associated with assets classified as held for sale
Trade and other payables		-		91
Provisions - current		-		1,126
Lease liabilities - current		-		157
Provisions - non-current		-		74
Lease liabilities - non-current		-		49
Total liabilities of disposal group classified as held for sale		-		1,497

Consideration received or receivable [text block]

	USD 000			AUD 000
Consideration received or receivable
Cash		2,874			4,336
Fair value of contingent consideration		624			941
Less costs to sell		(362	)		(525	)
Total disposal consideration		3,136			4,752
Estimated carrying amount of net assets sold		6,989			10,143
Loss on sale		(3,854	)		(5,391	)

Reconciliation of adjusted loss on sale	USD 000		AUD 000
Gain on sale - as estimated at June 30, 2022	34		50
Cash consideration adjustment	378		529
Fair value of contingent consideration adjustment	(3,965	)	(5,548	)
Cost to sell adjustment	(18	)	(25	)
Carrying amount of net assets sold adjustment	(283	)	(397	)
Loss on sale	(3,854	)	(5,391	)

XML

Note 23 - Trade and Other Payables (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Trade and other payables [Text Block]

	Year Ended June 30
(US dollars in thousands)	2023		2022 (restated)		2021
Current trade and other payables
Trade payables		7,725		5,692		4,324
Shares to be issued		2,500		-		-
Accruals		1,321		4,322		648
Related party payable		-		477		-
Payroll liabilities		2,077		2,210		1,413
Sales tax payable		116		949		624
Deferred income		318		974		1,129
Other creditors		540		833		778
Total current trade and other payables		14,597		15,457		8,917
Non-current other payables
Non-current accrued interest		6,129		-		-
Non-current accrued loan and other fees		314		-		-
Total non-current other payables		6,443		-		-

XML

Note 24 - Provisions (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Provisions [Text Block]

	As at June 30
(US dollars in thousands)	2023		2022		2021
Current provisions
Employee entitlements		502		635		1,802
Fiscal		1,174
Litigation		-		-		485
Warranty		102		116		209
Remediation		-		353		306
Total current provisions		1,778		1,104		2,802
Non-current provisions
Employee entitlements		76		57		165
Total non-current provisions		76		57		165
Total provisions		1,854		1,161		2,967

Disclosure of other provisions [text block]

(US dollars in thousands)	Employee Entitlements			Remediation			Fiscal		Litigation			Warranty			Total
At June 30, 2021		1,967			306			-		485			210			2,967
Foreign exchange		(165	)		(37	)		-		-			(18	)		(221	)
Charged/(credited) to profit or loss:					-
Additional provisions		1,312			84			-					103			1,500
Reverse unused provisions		(35	)		-			-		(100	)		(142	)		(277	)
Disposals and transfers to AHFS		(1,200	)													(1,200	)
Unwinding of discount		6			-			-		-			-			6
Provisions utilized		(1,192	)		-			-		(385	)		(37	)		(1,614	)
At June 30, 2022		692			353			-		-			116			1,161
Foreign exchange		(27	)		8			-		-			(4	)		(23	)
Charged/(credited) to profit or loss:		-			-			1,174		-			-			1,174
Reverse unused provisions		(1	)		(361	)		-		-			(10	)		(372	)
Provisions utilized		(86	)		-			-		-			-			(86	)
At June 30, 2023		578			-			1,174		-			102			1,854

XML

Note 25 - Loans and Borrowings (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of detailed information about borrowings [text block]

	As at June 30
(US dollars in thousands)	2023		2022		2021
Current liabilities
Debtor invoice financing		1,329		32		36
Lease liabilities		462		505		669
Shareholder loans		497		4,285		-
Chattel mortgage		89		142		88
Financing agreement		-		-		59
Bank loan		7		145		152
Total		2,384		5,109		1,004
Non-current liabilities
Lease liabilities		1,843		1,959		326
Shareholder loan		28,111		21,121		21,175
Chattel mortgage		50		264		244
Financing agreement		-		108		183
Bank loan		-		-		159
Total		30,004		23,452		22,087
Total		32,388		28,561		23,091

Disclosure of detailed information about the maturity of borrowings [text block]

	Minimum Lease Payments									Present Value of Minimum Lease Payments
	As at June 30									As at June 30
(US dollars in thousands)	2023			2022			2021			2023		2022		2021
Amounts payable under lease liabilities:
Less than one year		576			546			683			462		444		669
Later than one year but not more than five		2,223			2,545			379			1,843		2,020		326
		2,799			3,091			1,062			2,305		2,464		995
Future finance charges		(494	)		(627	)		(67	)		-		-		-
Total lease obligations		2,305			2,464			995			2,305		2,464		995

XML

Note 26 - Called Up Share Capital (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Share capital [Text Block]

	As at June 30
	2023		2022		2021
Allotted, called up and fully paid
Ordinary shares of $0.012 each	$	307,815	$	255,819	$	222,074
Number allotted		25,651,140		21,318,118		18,506,064
Ordinary shares of $0.012 each	$	307,815	$	255,819	$	222,074

Share outstanding [Text Block]

	Shares No.		Par value USD 000		Share premium USD 000		Total USD 000
At June 30, 2021		18,506,064		222		76,229		76,451
Conversion of Aevitas equity instruments 3		2,005,190		24		20,442		20,466
Capital raises 1		82,644		1		243		244
Other share issuance 4		42,000		1		217		218
Employee share scheme issues 2		682,220		8		2,287		2,295
At June 30, 2022		21,318,118		256		99,418		99,674
Capital raises 1		4,230,770		51		5,449		5,500
Employee share scheme issues 2		102,252		1		151		152
At June 30, 2023		25,651,140		308		105,018		105,326

XML

Note 27 - Other Reserves (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Other reserves [Text Block]

(US dollars in thousands)	Equity instruments 1		Preference shares 1			Shares pending issue 2			Capital raising costs 3			Equity incentive costs 4		Share awards issuance 4			Foreign exchange			Total
At June 30, 2021		-		3,270			20,466			(8,828	)		1,422		(971	)		(45	)		15,314
Issuance of shares		-		-			(20,466	)		-			-		-			-			(20,466	)
Share issuance costs		-		-			-			-			-		(1,879	)		-			(1,879	)
Capital raising costs		-		-			-			(122	)				-			-			(122	)
Equity incentives cost less shares issued		-		-			-			-			1,452		-			-			1,452
Other movements		-		-			-			-			-		-			(283	)		(283	)
At June 30, 2022		-		3,270			-			(8,950	)		2,874		(2,850	)		(328	)		(5,984	)
Interest on equity instruments		-		198			-			-			-		-			-			198
Equity instruments payments		-		(149	)		-			-			-					-			(149	)
Capital raising costs		-		-			-			(446	)		-		-			-			(446	)
Equity incentives cost less shares issued		-		-			-			-			147		(154	)		-			(7	)
Other movements		-					-			-			-		-			(104	)		(104	)
At June 30, 2023		-		3,319			-			(9,396	)		3,021		(3,004	)		(432	)		(6,492	)

Disclosure of number and weighted average exercise prices of other equity instruments [text block]

	Number of RSUs, PSUs and BSAs (thousands)			Weighted average grant date fair value $000
Outstanding at June 30, 2021		460		$	1,186
Granted		706			1,838
Vested		(755	)		(1,877	)
Forfeit		(132	)		(676	)
Outstanding at June 30, 2022		279		$	471
Granted		912			303
Vested		(356	)		(123	)
Forfeit		(178	)		(320	)
Outstanding at June 30, 2023		657		$	331

XML

Note 28 - Earnings (Loss) Per Share (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Earnings per share [text block]

	As at June 30
(US dollars in thousands)	2023			2022 (restated)			2021
Loss for the year / period attributable to equity owners		(24,355	)		(22,054	)		(7,571	)
Weighted average number of shares in issue (‘000s)		24,672			20,722			16,306
Basic earnings/(loss) per share (dollars)		(0.99	)		(1.06	)		(0.49	)
Diluted earnings/(loss) per share (dollars)		(0.99	)		(1.06	)		(0.49	)

XML

Note 30 - Financial Instruments (Tables)

12 Months Ended

Jun. 30, 2023

Statement Line Items [Line Items]

Disclosure of detailed information about financial instruments [text block]

	As at June 30
(US dollars in thousands)	2023		2022		2021
Financial assets at amortized cost
Trade and other receivables		6,506		6,921		6,539
Cash and cash equivalents		553		1,285		8,604
Restricted cash		608		1,195		1,140
Total		7,667		9,401		16,283
Financial liabilities at amortized cost
Loans and borrowings		32,388		28,561		23,091
Trade and other payables		16,029		11,324		5,750
Total		48,417		39,885		28,841

Disclosure of detailed information about the maturity of financial liabilities [text block]

Year Ended June 30, 2023			Less than						More than
(US dollars in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Contractual maturity of financial liabilities
Trade and other payables (financial liabilities)		16,029		16,029		-		-		-
Borrowings		30,083		1,922		12,323		8,447		7,391
Lease liabilities		2,305		462		1,375		415		53
Total		48,417		18,413		13,698		8,862		7,444

Year Ended June 30, 2022			Less than						More than
(US dollars in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Contractual maturity of financial liabilities
Trade and other payables (financial liabilities)		10,973		10,973		-		-		-
Borrowings		26,097		4,604		11,283		10,211		-
Lease liabilities		2,464		506		846		1,112.00		-
Total		39,534		16,083		12,129		11,323		-

Year Ended June 30, 2021			Less than						More than
(US dollars in thousands)	Total		1 year		1-3 years		3-5 years		5 years
Contractual maturity of financial liabilities
Trade and other payables (financial liabilities)		5,751		5,751		-		-		-
Borrowings		22,096		411		11,424		10,261		-
Lease liabilities		995		669		326		-		-
Total		28,842		6,831		11,750		10,261		-

XML

Non-cash Investing and Financing Transactions Comprise (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Increase (decrease) in number of shares outstanding, share-based payment transactions (in shares)	102,252	682,220	792,126
Increase (decrease) through share-based payment transactions, equity	$ 147	$ 2,012	$ 1,077
Additions to right-of-use assets	200
Increase (Decrease) in Lease Liability	$ 200

XML

Note 1 - Reporting Entity (Details Textual)	Jun. 30, 2023
AWN Holdings Limited [member]
Statement Line Items [Line Items]
Proportion of ownership interests held in the entity	39.50%

XML

Note 2 - Significant Accounting Policies (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jul. 29, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Statement Line Items [Line Items]
Total cash and cash equivalents	$ 553		$ 1,285	$ 8,604	$ 2,824
Total borrowings	32,388		$ 28,561	$ 23,091
Net additional funding requirement	$ 0
Ordinary shares [member]
Statement Line Items [Line Items]
Par value per share (in dollars per share)	$ 0.012	$ 0.012
Computer equipment [member]
Statement Line Items [Line Items]
Useful Lives of Property, Plant and Equipment (Year)	3 years
Motor vehicles [member]
Statement Line Items [Line Items]
Useful Lives of Property, Plant and Equipment (Year)	5 years
Bottom of range [member]
Statement Line Items [Line Items]
Lease Commitments, Lease Terms (Month)	2 months
Bottom of range [member] | Fixtures and fittings [member]
Statement Line Items [Line Items]
Useful Lives of Property, Plant and Equipment (Year)	3 years
Bottom of range [member] | Plant and Equipment [Member]
Statement Line Items [Line Items]
Useful Lives of Property, Plant and Equipment (Year)	3 years 6 months
Top of range [member]
Statement Line Items [Line Items]
Lease Commitments, Lease Terms (Month)	8 years
Top of range [member] | Fixtures and fittings [member]
Statement Line Items [Line Items]
Useful Lives of Property, Plant and Equipment (Year)	20 years
Top of range [member] | Plant and Equipment [Member]
Statement Line Items [Line Items]
Useful Lives of Property, Plant and Equipment (Year)	10 years
Capitalised development expenditure [member] | Bottom of range [member]
Statement Line Items [Line Items]
Useful Lives of Intangible Assets (Year)	5 years
Capitalised development expenditure [member] | Top of range [member]
Statement Line Items [Line Items]
Useful Lives of Intangible Assets (Year)	10 years
Customer-related intangible assets [member] | Bottom of range [member]
Statement Line Items [Line Items]
Useful Lives of Intangible Assets (Year)	5 years
Customer-related intangible assets [member] | Top of range [member]
Statement Line Items [Line Items]
Useful Lives of Intangible Assets (Year)	10 years
Brand names [member] | Bottom of range [member]
Statement Line Items [Line Items]
Useful Lives of Intangible Assets (Year)	15 years
Brand names [member] | Top of range [member]
Statement Line Items [Line Items]
Useful Lives of Intangible Assets (Year)	25 years
Favorable supply contracts [Member]
Statement Line Items [Line Items]
Useful Lives of Intangible Assets (Year)	15 years
Technology-based intangible assets [member]
Statement Line Items [Line Items]
Useful Lives of Intangible Assets (Year)	5 years
ISS Joint Venture [member]
Statement Line Items [Line Items]
Percentage of voting equity interests acquired				50.00%

XML

Note 3 - Significant Accounting Judgements and Estimates (Details Textual) $ in Thousands, $ in Millions	12 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 AUD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 AUD ($)	Jul. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)
Statement Line Items [Line Items]
Total provisions	$ 1,854		$ 1,161			$ 2,967
Provision used, other provisions	86		1,614
Total intangible assets other than goodwill	24,478		21,308			21,151
Contingent consideration asset, fair value			4,500
Deferred tax assets for unused tax losses	$ 4,300		$ 4,100			1,900
Disposal groups classified as held for sale [member]
Statement Line Items [Line Items]
Contingent consideration asset, fair value					$ 4,500
Contingent consideration, fair value, multiple to year one forecast EBITDA	4.5		4.5
Discontinued operation, forecast EBITDA amount		$ 2.7		$ 2.7
Capitalised development expenditure [member]
Statement Line Items [Line Items]
Total intangible assets other than goodwill	$ 7,771		$ 3,789			495
Litigation provision [member]
Statement Line Items [Line Items]
Total provisions	0					$ 500
Provision used, other provisions	$ (0)		$ 385

XML

Note 4 - Revenue and Segmental Information (Details Textual)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Number of Operating Segments	5
Number of major customers representing more than 10 percent of revenue	1	0	0

XML

Note 4 - Revenue and Segmental Information - Revenue by Geographic Location (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Revenue	$ 15,060	$ 22,448	$ 23,975
Australia 1 [Member]
Statement Line Items [Line Items]
Revenue	13,596	20,958	22,581
The Netherlands [Member]
Statement Line Items [Line Items]
Revenue	1,464	1,490	1,394
United Kingdom 1 [member]
Statement Line Items [Line Items]
Revenue	0	0	0
United States 1 [member]
Statement Line Items [Line Items]
Revenue	$ 0	$ 0	$ 0

XML

Note 4 - Revenue and Segmental Information - Revenue by Product and Service (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Revenue	$ 15,060	$ 22,448	$ 23,975
Electrical equipment and related services [member]
Statement Line Items [Line Items]
Revenue	13,596	20,958	22,396
Development fees [member]
Statement Line Items [Line Items]
Revenue	0	0	185
Vehicle spec conversion [member]
Statement Line Items [Line Items]
Revenue	0	789	137
Conversion kits [member]
Statement Line Items [Line Items]
Revenue	1,394	301	1,219
Accessories [member]
Statement Line Items [Line Items]
Revenue	$ 70	$ 400	$ 38

XML

Note 4 - Revenue and Segmental Information - Segment Analysis (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Revenue from contracts with customers	$ 15,060	$ 22,448	$ 23,975
Costs of sales - other	(13,472)	(20,308)	(19,614)
Cost of sales - non-recurring events	(3,850)	(1,881)	0
Gross profit	(2,262)	259	4,361
General and administrative expenses	(7,620)	(13,811)	(9,651)
Total gain/(loss) on solar development	30	(13)	769
Other income	119	662	960
Depreciation and amortization	(1,581)	(1,620)	(1,453)
Operating loss	(11,314)	(14,523)	(5,014)
Restructuring and other non-recurring costs	(2,084)	(443)	(2,877)
Finance expense - net	(6,210)	(8,431)	(274)
Profit/(loss) before income tax	(19,608)	(23,397)	(8,165)
Income tax	(541)	1,968	138
Loss for the year	(20,148)	(21,429)	(8,027)
Loss for the year	(24,355)	(22,054)	(7,958)
Assets	61,416	69,657	76,512
Liabilities	(57,670)	(48,042)	(36,094)
Net assets/(liabilities)	3,746	21,615	40,418
Discontinued operations [member]
Statement Line Items [Line Items]
Revenue from contracts with customers		15,200	15,200
Income tax	0	149	(24)
Aggregate continuing and discontinued operations [member]
Statement Line Items [Line Items]
Revenue from contracts with customers	15,060	37,616	40,411
Costs of sales - other	(13,472)	(34,150)	(34,084)
Cost of sales - non-recurring events	(3,850)	(1,881)	0
Gross profit	(2,262)	1,585	6,327
General and administrative expenses	(7,620)	(15,296)	(11,133)
Total gain/(loss) on solar development	(4,177)	(13)	769
Other income	119	986	1,512
Depreciation and amortization	(1,581)	(2,387)	(2,256)
Operating loss	(15,521)	(15,125)	(4,781)
Restructuring and other non-recurring costs	(2,084)	(443)	(2,880)
Finance expense - net	(6,210)	(8,603)	(411)
Profit/(loss) before income tax	(23,815)	(24,171)	(8,072)
Income tax	(541)	2,117	114
Loss for the year	(24,355)	(22,054)	(7,958)
Critical Power Services segment [member]
Statement Line Items [Line Items]
Revenue from contracts with customers	13,596	20,958	22,396
Costs of sales - other	(11,900)	(18,804)	(18,322)
Cost of sales - non-recurring events	(3,850)	(1,881)	0
Gross profit	(2,154)	273	4,074
General and administrative expenses	(1,390)	(1,568)	(1,522)
Total gain/(loss) on solar development	0	103	36
Other income	50	662	960
Depreciation and amortization	(895)	(1,165)	(1,099)
Operating loss	(4,389)	(1,695)	2,449
Restructuring and other non-recurring costs	(1)	45	(24)
Finance expense - net	(6,841)	(7,470)	1,824
Profit/(loss) before income tax	(11,231)	(9,120)	4,249
Income tax	(619)	1,349	(691)
Loss for the year	(11,850)	(7,771)	3,558
Assets	18,034	30,878	35,604
Liabilities	(15,539)	(13,452)	(9,442)
Net assets/(liabilities)	2,495	17,426	26,162
Critical Power Services segment [member] | Discontinued operations [member]
Statement Line Items [Line Items]
Revenue from contracts with customers	0	15,168	16,436
Costs of sales - other	0	(13,842)	(14,470)
Cost of sales - non-recurring events	0	0	0
Gross profit	0	1,326	1,966
General and administrative expenses	0	(1,485)	(1,482)
Total gain/(loss) on solar development	(4,207)	0	0
Other income	0	324	552
Depreciation and amortization	0	(767)	(803)
Operating loss	(4,207)	(602)	233
Restructuring and other non-recurring costs	0	0	(3)
Finance expense - net	0	(172)	(137)
Profit/(loss) before income tax	(4,207)	(774)	93
Income tax	0	149	(24)
Loss for the year	(4,207)	(625)	69
Solar development segment [member]
Statement Line Items [Line Items]
Revenue from contracts with customers	0	0	185
Costs of sales - other	0	0	0
Cost of sales - non-recurring events	0	0	0
Gross profit	0	0	185
General and administrative expenses	(297)	(80)	(1,309)
Total gain/(loss) on solar development	0	(139)	733
Other income	69	0	0
Depreciation and amortization	0	0	(4)
Operating loss	(228)	(219)	(395)
Restructuring and other non-recurring costs	0	0	0
Finance expense - net	(34)	0	(24)
Profit/(loss) before income tax	(262)	(219)	(419)
Income tax	0	0	96
Loss for the year	(262)	(219)	(323)
Assets	12,726	22,505	24,693
Liabilities	0	(377)	(767)
Net assets/(liabilities)	12,726	22,128	23,926
Electric Vehicles segment [member]
Statement Line Items [Line Items]
Revenue from contracts with customers	1,464	1,490	1,394
Costs of sales - other	(1,572)	(1,504)	(1,292)
Cost of sales - non-recurring events	0	0	0
Gross profit	(108)	(14)	102
General and administrative expenses	(1,005)	(2,901)	(1,923)
Total gain/(loss) on solar development	0	0	0
Other income	0	0	0
Depreciation and amortization	(673)	(443)	(346)
Operating loss	(1,786)	(3,358)	(2,167)
Restructuring and other non-recurring costs	(214)	(429)	(631)
Finance expense - net	936	(974)	(1)
Profit/(loss) before income tax	(1,064)	(4,761)	(2,799)
Income tax	(40)	575	733
Loss for the year	(1,104)	(4,186)	(2,066)
Assets	17,493	14,202	9,027
Liabilities	(7,564)	(4,528)	(2,093)
Net assets/(liabilities)	9,929	9,673	6,934
Sustainable Energy Solutions segment [member]
Statement Line Items [Line Items]
Revenue from contracts with customers	0	0	0
Costs of sales - other	0	0	0
Cost of sales - non-recurring events	0	0	0
Gross profit	0	0	0
General and administrative expenses	(367)	(1,660)	0
Total gain/(loss) on solar development	30	23	0
Other income	0	0	0
Depreciation and amortization	(3)	(3)	0
Operating loss	(340)	(1,640)	0
Restructuring and other non-recurring costs	0	0	0
Finance expense - net	(50)	23	0
Profit/(loss) before income tax	(390)	(1,617)	0
Income tax	119	192	0
Loss for the year	(271)	(1,425)	0
Assets	10,343	1,170	0
Liabilities	(645)	(485)	0
Net assets/(liabilities)	9,698	685	0
Corporate office segment [member]
Statement Line Items [Line Items]
Revenue from contracts with customers	0	0	0
Costs of sales - other	0	0	0
Cost of sales - non-recurring events	0	0	0
Gross profit	0	0	0
General and administrative expenses	(4,561)	(7,602)	(4,897)
Total gain/(loss) on solar development	0	0	0
Other income	0	0	0
Depreciation and amortization	(10)	(9)	(4)
Operating loss	(4,571)	(7,611)	(4,901)
Restructuring and other non-recurring costs	(1,869)	(59)	(2,222)
Finance expense - net	(221)	(10)	(2,073)
Profit/(loss) before income tax	(6,661)	(7,680)	(9,196)
Income tax	0	(148)	0
Loss for the year	(6,661)	(7,828)	(9,196)
Assets	2,819	903	7,188
Liabilities	(33,921)	(29,200)	(23,792)
Net assets/(liabilities)	$ (31,102)	$ (28,297)	$ (16,604)

XML

Note 5 - Gain (Loss) on Solar Development (Details Textual) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Jun. 30, 2021	Jun. 01, 2021	Feb. 28, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Net gains (losses) on disposals of property, plant and equipment				$ 30	$ (13)	$ 769
Total intangible assets and goodwill	$ 46,945			42,175	39,577	$ 46,945
ISS Joint Venture [member]
Statement Line Items [Line Items]
Percentage of voting equity interests acquired	50.00%					50.00%
Consideration transferred, acquisition-date fair value, including pre-acquisition equity interest	$ 5,400					$ 5,400
Net identifiable assets acquired (liabilities assumed)	13,200					13,200
Gain recognised in bargain purchase transaction	$ 7,800			0	0	7,848
Discontinued solar development projects in ISS Joint Venture [member]
Statement Line Items [Line Items]
Net gains (losses) on disposals of property, plant and equipment				$ 0	$ 0	$ (6,950)
Yoogali Solar Farm Pty Ltd [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary		50.00%
Net gains (losses) on disposals of property, plant and equipment		$ (200)
Total intangible assets and goodwill		$ 200
Daisy Hill Solar Farm Pty Ltd [member]
Statement Line Items [Line Items]
Net gains (losses) on disposals of property, plant and equipment			$ 100

XML

Note 5 - Gain (Loss) on Solar Development - Gain (Loss) on Solar Development (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Total gain/(loss) on solar development		$ 30	$ (13)	$ 769
ISS Joint Venture [member]
Statement Line Items [Line Items]
Gain on acquisition of remaining 50% ISV from ISS	$ 7,800	0	0	7,848
Solar projects in Australia [member]
Statement Line Items [Line Items]
Total gain/(loss) on solar development		30	23	(165)
Discontinued solar development projects in ISS Joint Venture [member]
Statement Line Items [Line Items]
Total gain/(loss) on solar development		0	0	(6,950)
Other [member]
Statement Line Items [Line Items]
Total gain/(loss) on solar development		$ 0	$ (36)	$ 36

XML

Note 7 - Operating Profit (Loss) - Charges to Operating Profit (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Amortization of intangible assets	$ 831	$ 850	$ 815
Depreciation of property, plant and equipment	750	770	638
Auditors' remuneration - audit fees	218	177	163
Auditors' remuneration - tax services	8	12	12
Directors' emoluments	719	693	676
Total gain/(loss) on solar development	$ 30	$ (13)	$ 769

XML

Note 8 - Restructuring and Other Non-recurring Costs (Details Textual) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Feb. 02, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Provision used, other provisions		$ 86	$ 1,614
Expense of restructuring activities		2,084	443	$ 2,877
Unused provision reversed, other provisions		372	277
Tembo e-LV B.V. [member]
Statement Line Items [Line Items]
Acquisition-related costs recognised as expense for transaction recognised separately from acquisition of assets and assumption of liabilities in business combination	$ 600			$ 600
UK input tax claimed in prior years [member]
Statement Line Items [Line Items]
Provision used, other provisions		1,800
Restructuring provision, legal and other fees [member]
Statement Line Items [Line Items]
Expense of restructuring activities		200
Impairment and write off [member]
Statement Line Items [Line Items]
Provision used, other provisions		400	200
Remediation provision [member]
Statement Line Items [Line Items]
Provision used, other provisions		(0)	(0)
Unused provision reversed, other provisions		361	(0)
Litigation provision [member]
Statement Line Items [Line Items]
Provision used, other provisions		(0)	385
Unused provision reversed, other provisions		$ (0)	$ 100

XML

Note 8 - Restructuring and Other Non-recurring Costs - Restructuring Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Restructuring and other non-recurring costs	$ 2,084	$ 443	$ 2,877
Restructuring provision, legal and other fees [member]
Statement Line Items [Line Items]
Restructuring and other non-recurring costs	200	189	179
Restructuring provision, litigation provision [member]
Statement Line Items [Line Items]
Restructuring and other non-recurring costs	0	(128)	2,039
Fiscal refunds provision [member]
Statement Line Items [Line Items]
Restructuring and other non-recurring costs	1,768	0	0
Impairment and write off [member]
Statement Line Items [Line Items]
Restructuring and other non-recurring costs	422	0	0
Remediation provision [member]
Statement Line Items [Line Items]
Restructuring and other non-recurring costs	(361)	382	0
Relocation costs [member]
Statement Line Items [Line Items]
Restructuring and other non-recurring costs	0	0	27
Acquisition related costs [member]
Statement Line Items [Line Items]
Restructuring and other non-recurring costs	$ 55	$ 0	$ 632

XML

Note 9 - Staff Numbers and Costs (Details Textual)	12 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Statement Line Items [Line Items]
Key management personnel compensation, short-term employee benefits	$ 1,120,000	$ 1,578,000	$ 1,949,000
Directors [Member]
Statement Line Items [Line Items]
Key management personnel compensation, short-term employee benefits	347,179	376,043	675,807
Highest Paid Director [Member]
Statement Line Items [Line Items]
Key management personnel compensation, short-term employee benefits	$ 81,819	$ 91,029	$ 92,119
Key management personnel of entity or parent [member]
Statement Line Items [Line Items]
Number of employees	10	10	10

XML

Note 9 - Staff Numbers and Costs - Average Number of Employees (Details)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Average number of employees	93	254	212
Sales and Business Development [Member]
Statement Line Items [Line Items]
Average number of employees	11	13	13
Central Services and Management [Member]
Statement Line Items [Line Items]
Average number of employees	18	29	35
Production [Member]
Statement Line Items [Line Items]
Average number of employees	64	212	164

XML

Note 9 - Staff Numbers and Costs - Aggregate Remuneration Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Salaries, wages and incentives	$ 5,465	$ 15,372	$ 14,550
Social security costs	430	730	795
Pension contributions	369	844	850
Short-term compensated absences	366	1,277	1,200
Total	$ 6,630	$ 18,223	$ 17,395

XML

Note 9 - Staff Numbers and Costs - Key Management Personnel Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Salaries, wages and incentives	$ 1,120	$ 1,578	$ 1,949
Social security costs	38	151	101
Pension contributions	60	114	64
Equity incentives	0	392	244
Short-term compensated absences	0	0	2
Total	$ 1,218	$ 2,235	$ 2,361

XML

Note 10 - Finance Income and Expense - Finance Income and Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Foreign exchange gain	$ 1,150	$ 173	$ 2,176
Interest income	6	0	0
Total finance income	1,156	173	2,176
Related party loan interest payable	3,801	3,351	1,986
Convertible loan notes and preference shares interest payable	254	217	1,228
Waived dividends on convertible preference shares	0	0	(327)
Waived dividends on convertible loan notes	0	0	(668)
Debtor invoice finance interest payable	100	24	7
Lease liability interest payable	171	133	42
Bank interest payable	47	3	0
Foreign exchange losses	2,704	4,709	92
Other finance costs	289	167	90
Total finance expense	$ 7,366	$ 8,604	$ 2,450

XML

Note 11 - Taxation - Tax Charge (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Current tax	$ (924)	$ 766	$ (825)
Deferred tax	382	1,201	963
Consolidated Statement of Comprehensive Income	(541)	1,968	138
Discontinued operations [member]
Statement Line Items [Line Items]
Current tax	0	0	(24)
Deferred tax	0	149	0
Consolidated Statement of Comprehensive Income	0	149	(24)
Aggregate continuing and discontinued operations [member]
Statement Line Items [Line Items]
Current tax	(924)	766	(849)
Deferred tax	382	1,350	963
Consolidated Statement of Comprehensive Income	(541)	2,117	114
Country of domicile [member]
Statement Line Items [Line Items]
Current tax	0	(52)	0
Deferred tax	0	(96)	(51)
Country of domicile [member] | Discontinued operations [member]
Statement Line Items [Line Items]
Current tax	0	0	0
Deferred tax	0	0	0
Country of domicile [member] | Aggregate continuing and discontinued operations [member]
Statement Line Items [Line Items]
Current tax	0	(52)	0
Deferred tax	0	(96)	(51)
Foreign countries [member]
Statement Line Items [Line Items]
Current tax	(924)	818	(825)
Deferred tax	382	1,297	1,014
Foreign countries [member] | Discontinued operations [member]
Statement Line Items [Line Items]
Current tax	0	0	(24)
Deferred tax	0	149	0
Foreign countries [member] | Aggregate continuing and discontinued operations [member]
Statement Line Items [Line Items]
Current tax	(924)	818	(849)
Deferred tax	$ 382	$ 1,446	$ 1,014

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Note 11 - Taxation - Reconciliation of Income Tax Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Loss before income tax before continuing operations	$ (17,604)	$ (23,397)	$ (8,165)
Group weighted average corporation tax rate	29.10%	26.60%	22.20%
Tax at standard rate	$ 5,118	$ 6,224	$ 1,813
Expenses that are not deductible for tax purposes			(833)
Adjustment to prior year tax provisions			137
Deferred tax assets not recognized on tax losses	(5,660)	(4,256)	(979)
Consolidated Statement of Comprehensive Income	$ (541)	$ 1,968	$ 138

XML

Note 11 - Taxation - Deferred Tax (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Deferred tax assets	$ 5,136	$ 4,668	$ 2,495
Deferred tax liabilities	(2,232)	(1,234)	(411)
Net deferred tax asset	$ 2,904	$ 3,434	$ 2,084

XML

Note 11 - Taxation - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Deferred tax assets liabilities, balance	$ 3,434	$ 2,084
Deferred tax assets liabilities, balance	2,904	3,434	$ 2,084
Deferred Tax Liabilities [Member]
Statement Line Items [Line Items]
Deferred tax assets liabilities, balance	(1,234)	(411)	0
Credit/(charged) to comprehensive income	(998)	(823)	78
Acquisitions			(489)
Deferred tax assets liabilities, balance	(2,232)	(1,234)	(411)
Deferred Tax Assets [Member]
Statement Line Items [Line Items]
Deferred tax assets liabilities, balance	4,668	2,495	1,347
Credit/(charged) to comprehensive income	468	2,173	885
Acquisitions			263
Deferred tax assets liabilities, balance	5,136	4,668	2,495
Unused tax losses [member] | Deferred Tax Assets [Member]
Statement Line Items [Line Items]
Deferred tax assets liabilities, balance	4,080	1,853	814
Credit/(charged) to comprehensive income	196	2,227	776
Acquisitions			263
Deferred tax assets liabilities, balance	4,276	4,080	1,853
Allowance for credit losses [member] | Deferred Tax Liabilities [Member]
Statement Line Items [Line Items]
Deferred tax assets liabilities, balance	0	0	0
Credit/(charged) to comprehensive income		0	0
Acquisitions			0
Deferred tax assets liabilities, balance	0	0	0
Other temporary differences [member] | Deferred Tax Liabilities [Member]
Statement Line Items [Line Items]
Deferred tax assets liabilities, balance	(1,234)	(411)	0
Credit/(charged) to comprehensive income	(998)	(823)	78
Acquisitions			(489)
Deferred tax assets liabilities, balance	(2,232)	(1,234)	(411)
Other temporary differences [member] | Deferred Tax Assets [Member]
Statement Line Items [Line Items]
Deferred tax assets liabilities, balance	588	642	533
Credit/(charged) to comprehensive income	272	(54)	109
Acquisitions			0
Deferred tax assets liabilities, balance	$ 860	$ 588	$ 642

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Note 12 - Business Combination (Details Textual) € in Thousands, $ in Thousands					3 Months Ended		12 Months Ended
	Jun. 30, 2021 USD ($)	Feb. 02, 2021 USD ($)	Feb. 02, 2021 EUR (€)	Nov. 05, 2020 USD ($)	Feb. 02, 2021 USD ($)	Feb. 02, 2021 EUR (€)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 29, 2021 USD ($)	Feb. 02, 2021 EUR (€)	Nov. 05, 2020 EUR (€)
Statement Line Items [Line Items]
Profit (loss), attributable to non-controlling interests							$ 0	$ 0	$ (387)
Non-controlling interests	$ 0						0	0	0
Cash flows used in obtaining control of subsidiaries or other businesses							66	(0)	$ 7,089
ISS Joint Venture [member]
Statement Line Items [Line Items]
Percentage of voting equity interests acquired	50.00%								50.00%
Total consideration transferred, acquisition-date fair value	$ 1,000								$ 1,000
Total investments accounted for using equity method										$ 5,400
Gain recognised in bargain purchase transaction	$ 7,800						$ 0	$ 0	7,848
Tembo e-LV B.V. [member]
Statement Line Items [Line Items]
Non-controlling interest in acquiree recognised at acquisition date		$ 1,259			$ 1,259						€ 1,025
Profit (loss), attributable to non-controlling interests		(387)	€ (319)		(400)
Non-controlling interests		$ 873			$ 873						€ 706
Tembo e-LV B.V. [member]
Statement Line Items [Line Items]
Percentage of voting equity interests acquired		49.00%		51.00%	49.00%						49.00%	51.00%
Acquisition-related costs recognised as expense for transaction recognised separately from acquisition of assets and assumption of liabilities in business combination					$ 600				600
Identifiable intangible assets recognised as of acquisition date				$ 1,896								€ 1,593
Non-controlling interest in acquiree recognised at acquisition date				1,260								1,025
Cash transferred		$ 2,200		4,916	$ 2,200						€ 1,800	€ 4,000
Number of instruments or interests issued or issuable		15,793			15,793						15,793
Equity interests of acquirer		$ 237		200	$ 237						€ 197
Gain (loss) recognised as result of remeasuring to fair value equity interest in acquiree held by acquirer before business combination				$ 1,500
Revenue of acquiree since acquisition date									1,400
Profit (loss) of acquiree since acquisition date									(2,800)
Revenue of combined entity as if combination occurred at beginning of period									41,100
Profit (loss) of combined entity as if combination occurred at beginning of period									$ 8,300
Total consideration transferred, acquisition-date fair value		2,410			2,410						€ 1,997
Cash flows used in obtaining control of subsidiaries or other businesses					2,147	€ 1,779
Tembo e-LV B.V. [member] | Customer-related intangible assets [member]
Statement Line Items [Line Items]
Identifiable intangible assets recognised as of acquisition date		1,500			1,500
Tembo e-LV B.V. [member] | Customer-related intangible assets [member] | Percentage of revenue, measurement input [member]
Statement Line Items [Line Items]
Significant unobservable input, assets	0.25								0.25
Tembo e-LV B.V. [member] | Customer-related intangible assets [member] | Attrition rate, measurement input [member]
Statement Line Items [Line Items]
Significant unobservable input, assets	0.25								0.25
Tembo e-LV B.V. [member] | Customer-related intangible assets [member] | Average EBIT, measurement input [member]
Statement Line Items [Line Items]
Significant unobservable input, assets	0.037								0.037
Tembo e-LV B.V. [member] | Customer-related intangible assets [member] | Weighted average cost of capital [member]
Statement Line Items [Line Items]
Significant unobservable input, assets	0.130								0.130
Tembo e-LV B.V. [member] | Customer-related intangible assets [member] | Bottom of range [member] | Useful life, measurement input [member]
Statement Line Items [Line Items]
Significant unobservable input, assets	1								1
Tembo e-LV B.V. [member] | Customer-related intangible assets [member] | Top of range [member] | Useful life, measurement input [member]
Statement Line Items [Line Items]
Significant unobservable input, assets	5								5
Tembo e-LV B.V. [member] | Brand names [member]
Statement Line Items [Line Items]
Identifiable intangible assets recognised as of acquisition date		$ 400			$ 400
Tembo e-LV B.V. [member] | Brand names [member] | Useful life, measurement input [member]
Statement Line Items [Line Items]
Significant unobservable input, assets	6								6
Tembo e-LV B.V. [member] | Brand names [member] | Average royalty rate, measurement input [member]
Statement Line Items [Line Items]
Significant unobservable input, assets	0.05								0.05
ISS Joint Venture [member]
Statement Line Items [Line Items]
Percentage of voting equity interests acquired	50.00%								50.00%
Cash transferred	$ 0								$ 0
Revenue of acquiree since acquisition date									0
Total consideration transferred, acquisition-date fair value	1,000								1,000
Total investments accounted for using equity method	5,393								$ 5,393
Gain recognised in bargain purchase transaction	7,848
Cash flows used in obtaining control of subsidiaries or other businesses	$ 0

XML

Note 12 - Business Combination - Purchase Consideration and Assets and Liabilities Recognized (Details)				3 Months Ended		12 Months Ended
	Jun. 30, 2021 USD ($)	Feb. 02, 2021 USD ($)	Feb. 02, 2021 EUR (€)	Feb. 02, 2021 USD ($)	Feb. 02, 2021 EUR (€)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Feb. 02, 2021 EUR (€)	Nov. 05, 2020 USD ($)	Nov. 05, 2020 EUR (€)
Statement Line Items [Line Items]
Surplus on acquisition:		$ 1,538		$ 1,538					€ 1,291
Loss attributable to non-controlling interest						$ 0	$ 0	$ 387,000
At date of acquisition of non-controlling interest	$ 0					0	0	0
Net outflow of cash - investing activities						$ 66,000	$ (0)	7,089,000
Tembo e-LV B.V. [member]
Statement Line Items [Line Items]
Non -controlling interests		(1,259,000)		(1,259,000)					(1,025,000)
At acquisition		(1,259,000)		(1,259,000)					(1,025,000)
Loss attributable to non-controlling interest		387,000	€ 319,000	400,000
At date of acquisition of non-controlling interest		(873,000)		(873,000)					(706,000)
Tembo e-LV B.V. [member]
Statement Line Items [Line Items]
Cash consideration for acquisition		2,200,000		2,200,000					1,800,000	$ 4,916,000	€ 4,000,000
Cash and cash equivalents		4,942,000		4,942,000					4,021,000	4,942,000	4,021,000
Trade and other receivables										123,000	100,000
Inventory										730,000	594,000
Property, plant and equipment (Note 13)										206,000	167,000
Deferred tax asset (Note 11)										263,000	214,000
Trade and other payables										(665,000)	(541,000)
Related party payable										(1,259,000)	(1,024,000)
Other non-current liabilities										(222,000)	(181,000)
Deferred income										(711,000)	(578,000)
Deferred tax liability (Note 11)										(489,000)	(398,000)
Remediation provision										(336,000)	(282,000)
Fair value of identifiable net assets acquired										2,582,000	2,092,000
Non -controlling interests										(1,260,000)	(1,025,000)
Net assets acquired										1,322,000	1,067,000
Surplus on acquisition:										3,594,000	2,933,000
Goodwill (Note 14a)										1,698,000	1,340,000
Other intangible assets (Note 14b)										1,896,000	1,593,000
Ordinary Shares issued		237,000		237,000					197,000	200,000
Total consideration for acquisition		$ 2,410,000		2,410,000					€ 1,997,000
At acquisition										$ (1,260,000)	€ (1,025,000)
Net outflow of cash - investing activities				$ 2,147,000	€ 1,779,000
ISS Joint Venture [member]
Statement Line Items [Line Items]
Cash consideration for acquisition	0							0
Cash and cash equivalents	2,000							2,000
Net assets acquired	13,241,000							13,241,000
Total consideration for acquisition	1,000,000							1,000,000
Net outflow of cash - investing activities	0
Fair value of pre-acquisition equity interest	5,393,000							5,393,000
Total consideration	5,393,000							5,393,000
Deposits	991,000							991,000
Gain on bargain purchase - included in gain/(loss) on SES development (Note 5)	7,848,000
ISS Joint Venture [member] | Capitalised development expenditure [member]
Statement Line Items [Line Items]
Other intangible assets (Note 14b)	$ 12,248,000							$ 12,248,000

XML

Note 12 - Business Combination - Purchase Consideration and Assets and Liabilities Recognized (Details) (Parentheticals)	Feb. 02, 2021	Nov. 05, 2020
Tembo e-LV B.V. [member]
Statement Line Items [Line Items]
Equity interests acquired	49.00%	51.00%

XML

Note 13 - Property, Plant and Equipment (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Revenue from contracts with customers	$ 15,060	$ 22,448	$ 23,975
Discontinued operations [member]
Statement Line Items [Line Items]
Revenue from contracts with customers		15,200	15,200
Total expenses, by nature		$ 14,400	$ 17,600

XML

Note 13 - Property, Plant and Equipment - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Property, plant and equipment	$ 3,743	$ 2,575
Property, plant and equipment	3,742	3,743	$ 2,575
Property, plant and equipment	(3,743)	(2,575)
Property, plant and equipment	(3,742)	(3,743)	(2,575)
Gross carrying amount [member]
Statement Line Items [Line Items]
Property, plant and equipment	6,037	6,554	5,549
Foreign exchange	(117)	(565)	426
Additions	935	3,234	938
Acquisition			206
Disposals	(380)	(251)	(565)
Reclass to assets held for sale		(2,935)
Reclassifications/corrections	(707)
Property, plant and equipment	5,768	6,037	6,554
Property, plant and equipment	(6,037)	(6,554)	(5,549)
Foreign exchange	117	565	(426)
Charge for the year	(935)	(3,234)	(938)
Disposals	380	251	565
Property, plant and equipment	(5,768)	(6,037)	(6,554)
Accumulated depreciation and amortisation [member]
Statement Line Items [Line Items]
Property, plant and equipment	(2,294)	(3,979)	(3,063)
Foreign exchange	63	394	(271)
Additions	(750)	(1,208)	(1,089)
Disposals	270	193	444
Reclass to assets held for sale		2,306
Reclassifications/corrections	(685)
Property, plant and equipment	(2,026)	(2,294)	(3,979)
Property, plant and equipment	2,294	3,979	3,063
Foreign exchange	(63)	(394)	271
Charge for the year	750	1,208	1,089
Disposals	(270)	(193)	(444)
Property, plant and equipment	2,026	2,294	3,979
Computer equipment [member] | Gross carrying amount [member]
Statement Line Items [Line Items]
Property, plant and equipment	318	562	476
Foreign exchange	(10)	(41)	41
Additions	36	28	125
Acquisition			0
Disposals	(37)	0	(80)
Reclass to assets held for sale		(231)
Reclassifications/corrections	0
Property, plant and equipment	307	318	562
Property, plant and equipment	(318)	(562)	(476)
Foreign exchange	10	41	(41)
Charge for the year	(36)	(28)	(125)
Disposals	37	(0)	80
Property, plant and equipment	(307)	(318)	(562)
Computer equipment [member] | Accumulated depreciation and amortisation [member]
Statement Line Items [Line Items]
Property, plant and equipment	(238)	(399)	(373)
Foreign exchange	5	33	(31)
Additions	(48)	(69)	(66)
Disposals	26	0	71
Reclass to assets held for sale		197
Reclassifications/corrections	0
Property, plant and equipment	(255)	(238)	(399)
Property, plant and equipment	238	399	373
Foreign exchange	(5)	(33)	31
Charge for the year	48	69	66
Disposals	(26)	0	(71)
Property, plant and equipment	255	238	399
Motor vehicles [member] | Gross carrying amount [member]
Statement Line Items [Line Items]
Property, plant and equipment	433	1,568	1,363
Foreign exchange	(23)	(154)	145
Additions	92	184	230
Acquisition			4
Disposals	(39)	(150)	(174)
Reclass to assets held for sale		(1,015)
Reclassifications/corrections	0
Property, plant and equipment	463	433	1,568
Property, plant and equipment	(433)	(1,568)	(1,363)
Foreign exchange	23	154	(145)
Charge for the year	(92)	(184)	(230)
Disposals	39	150	174
Property, plant and equipment	(463)	(433)	(1,568)
Motor vehicles [member] | Accumulated depreciation and amortisation [member]
Statement Line Items [Line Items]
Property, plant and equipment	(211)	(970)	(836)
Foreign exchange	10	95	(85)
Additions	(90)	(186)	(206)
Disposals	28	131	157
Reclass to assets held for sale		719
Reclassifications/corrections	0
Property, plant and equipment	(263)	(211)	(970)
Property, plant and equipment	211	970	836
Foreign exchange	(10)	(95)	85
Charge for the year	90	186	206
Disposals	(28)	(131)	(157)
Property, plant and equipment	263	211	970
Plant and Equipment [Member] | Gross carrying amount [member]
Statement Line Items [Line Items]
Property, plant and equipment	1,440	1,611	1,232
Foreign exchange	(32)	(146)	26
Additions	558	343	395
Acquisition			114
Disposals	(250)	(48)	(156)
Reclass to assets held for sale		(320)
Reclassifications/corrections	0
Property, plant and equipment	1,716	1,440	1,611
Property, plant and equipment	(1,440)	(1,611)	(1,232)
Foreign exchange	32	146	(26)
Charge for the year	(558)	(343)	(395)
Disposals	250	48	156
Property, plant and equipment	(1,716)	(1,440)	(1,611)
Plant and Equipment [Member] | Accumulated depreciation and amortisation [member]
Statement Line Items [Line Items]
Property, plant and equipment	(717)	(872)	(747)
Foreign exchange	18	93	(70)
Additions	(179)	(179)	(167)
Disposals	171	9	112
Reclass to assets held for sale		232
Reclassifications/corrections	0
Property, plant and equipment	(707)	(717)	(872)
Property, plant and equipment	717	872	747
Foreign exchange	(18)	(93)	70
Charge for the year	179	179	167
Disposals	(171)	(9)	(112)
Property, plant and equipment	707	717	872
Fixtures and fittings [member] | Gross carrying amount [member]
Statement Line Items [Line Items]
Property, plant and equipment	247	122	195
Foreign exchange	(9)	(10)	18
Additions	10	209	6
Acquisition			0
Disposals	0	0	(97)
Reclass to assets held for sale		(74)
Reclassifications/corrections	0
Property, plant and equipment	248	247	122
Property, plant and equipment	(247)	(122)	(195)
Foreign exchange	9	10	(18)
Charge for the year	(10)	(209)	(6)
Disposals	(0)	(0)	97
Property, plant and equipment	(248)	(247)	(122)
Fixtures and fittings [member] | Accumulated depreciation and amortisation [member]
Statement Line Items [Line Items]
Property, plant and equipment	(29)	(56)	(86)
Foreign exchange	1	6	(8)
Additions	(22)	(22)	(8)
Disposals	0	0	46
Reclass to assets held for sale		43
Reclassifications/corrections	0
Property, plant and equipment	(50)	(29)	(56)
Property, plant and equipment	29	56	86
Foreign exchange	(1)	(6)	8
Charge for the year	22	22	8
Disposals	0	0	(46)
Property, plant and equipment	50	29	56
Leasehold improvements [member] | Gross carrying amount [member]
Statement Line Items [Line Items]
Property, plant and equipment	3,599	2,691	2,283
Foreign exchange	(43)	(214)	196
Additions	239	2,470	182
Acquisition			88
Disposals	(54)	(53)	(58)
Reclass to assets held for sale		(1,295)
Reclassifications/corrections	(707)
Property, plant and equipment	3,034	3,599	2,691
Property, plant and equipment	(3,599)	(2,691)	(2,283)
Foreign exchange	43	214	(196)
Charge for the year	(239)	(2,470)	(182)
Disposals	54	53	58
Property, plant and equipment	(3,034)	(3,599)	(2,691)
Leasehold improvements [member] | Accumulated depreciation and amortisation [member]
Statement Line Items [Line Items]
Property, plant and equipment	(1,099)	(1,682)	(1,021)
Foreign exchange	29	167	(77)
Additions	(411)	(752)	(642)
Disposals	45	53	58
Reclass to assets held for sale		1,115
Reclassifications/corrections	(685)
Property, plant and equipment	(751)	(1,099)	(1,682)
Property, plant and equipment	1,099	1,682	1,021
Foreign exchange	(29)	(167)	77
Charge for the year	411	752	642
Disposals	(45)	(53)	(58)
Property, plant and equipment	$ 751	$ 1,099	$ 1,682

XML

Note 14 - Intangible Assets (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Customer-related intangible assets [member]
Statement Line Items [Line Items]
Useful life measured as period of time, intangible assets other than goodwill (Year)	7 years
Brand names [member]
Statement Line Items [Line Items]
Useful life measured as period of time, intangible assets other than goodwill (Year)	10 years
Favorable supply contracts [Member]
Statement Line Items [Line Items]
Useful life measured as period of time, intangible assets other than goodwill (Year)	10 years
Aevitas O Holdings Limited [Member]
Statement Line Items [Line Items]
Adjustments for impairment loss recognised in profit or loss, goodwill		$ 0
Goodwill, measurement input, discount rate	12.00%	11.00%	10.00%
Goodwill, measurement input, discount rate after next year		3.00%
VivoPower PTY Limited [Member]
Statement Line Items [Line Items]
Goodwill, measurement input, discount rate	12.10%	11.30%	10.70%
Goodwill, measurement input, annual growth rate, in five years, percentage of revenue	50.00%
Tembo e-LV B.V. [member]
Statement Line Items [Line Items]
Goodwill, measurement input, discount rate	12.00%	31.00%
Additions other than through business combinations, intangible assets other than goodwill	$ 3,700
Caret, LLC [member]
Statement Line Items [Line Items]
Goodwill, measurement input, discount rate	12.90%
Goodwill, measurement input, free cash flow from project sales	$ 4,000
Goodwill, measurement input, development fees	14,400
Additions other than through business combinations, intangible assets other than goodwill	$ 400
Kenshaw Electrical Pty Limited [Member]
Statement Line Items [Line Items]
Decrease through classified as held for sale, intangible assets other than goodwill		$ 2,100

XML

Note 14 - Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Statement Line Items [Line Items]
Goodwill	$ 17,697	$ 18,269	$ 25,794	$ 21,919
Other intangible assets	24,478	21,308	21,151
Total	$ 42,175	$ 39,577	$ 46,945

XML

Note 14 - Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
As at July 1	$ 18,269	$ 25,794	$ 21,919
Reclassification to held for sale assets	0	(5,289)	0
Goodwill on acquisition of Tembo	0	0	1,698
Foreign exchange	(572)	(2,236)	2,177
Carrying value	$ 17,697	$ 18,269	$ 25,794

XML

Note 14 - Intangible Assets - Carrying Amounts of Goodwill by Cash-generating Units (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Statement Line Items [Line Items]
Goodwill	$ 17,697	$ 18,269	$ 25,794	$ 21,919
Aevitas O Holdings Limited [Member]
Statement Line Items [Line Items]
Goodwill	6,946	7,222	13,658
VivoPower Pty Ltd [member]
Statement Line Items [Line Items]
Goodwill	9,091	9,451	10,319
Tembo e-LV B.V. [member]
Statement Line Items [Line Items]
Goodwill	$ 1,660	$ 1,595	$ 1,817

XML

Note 14 - Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Other Intangible Assets	$ 21,308	$ 21,151
Other Intangible Assets	(21,308)	(21,151)
Other Intangible Assets	24,478	21,308	$ 21,151
Customer-related intangible assets [member]
Statement Line Items [Line Items]
Other Intangible Assets	1,429	3,623
Other Intangible Assets	(1,429)	(3,623)
Other Intangible Assets	1,049	1,429	3,623
Brand names [member]
Statement Line Items [Line Items]
Other Intangible Assets	868	2,173
Other Intangible Assets	(868)	(2,173)
Other Intangible Assets	714	868	2,173
Favorable supply contracts [Member]
Statement Line Items [Line Items]
Other Intangible Assets	2,581	3,116
Other Intangible Assets	(2,581)	(3,116)
Other Intangible Assets	2,219	2,581	3,116
Solar projects [member]
Statement Line Items [Line Items]
Other Intangible Assets	12,622	11,744
Other Intangible Assets	(12,622)	(11,744)
Other Intangible Assets	12,678	12,622	11,744
Capitalised development expenditure [member]
Statement Line Items [Line Items]
Other Intangible Assets	3,789	495
Other Intangible Assets	(3,789)	(495)
Other Intangible Assets	7,771	3,789	495
Other intangible assets [member]
Statement Line Items [Line Items]
Other Intangible Assets	19	0
Other Intangible Assets	(19)	0
Other Intangible Assets	47	19	0
Accumulated depreciation and amortisation [member]
Statement Line Items [Line Items]
Other Intangible Assets	(3,317)	(4,568)	(3,106)
Foreign exchange	68	417	(295)
Additions		(860)	1,167
Acquisitions	831
Disposals	0	0
Acquisitions	(831)
Reclass to Assets held for sale		(1,694)
Other Intangible Assets	3,317	4,568	3,106
Foreign exchange	(68)	(417)	295
Amortization		(860)	1,167
Amortization		860	(1,167)
Disposals	0	0
Decrease through classified as held for sale, intangible assets other than goodwill		(1,694)
Other Intangible Assets	(4,080)	(3,317)	(4,568)
Accumulated depreciation and amortisation [member] | Customer-related intangible assets [member]
Statement Line Items [Line Items]
Other Intangible Assets	(1,123)	(2,158)	(1,405)
Foreign exchange	1	208	(131)
Additions		(405)	622
Acquisitions	385
Disposals	0	0
Acquisitions	(385)
Reclass to Assets held for sale		(1,232)
Other Intangible Assets	1,123	2,158	1,405
Foreign exchange	(1)	(208)	131
Amortization		(405)	622
Amortization		405	(622)
Disposals	0	0
Decrease through classified as held for sale, intangible assets other than goodwill		(1,232)
Other Intangible Assets	(1,507)	(1,123)	(2,158)
Accumulated depreciation and amortisation [member] | Brand names [member]
Statement Line Items [Line Items]
Other Intangible Assets	(495)	(855)	(572)
Foreign exchange	8	79	(54)
Additions		(181)	229
Acquisitions	137
Disposals	0	0
Acquisitions	(137)
Reclass to Assets held for sale		(462)
Other Intangible Assets	495	855	572
Foreign exchange	(8)	(79)	54
Amortization		(181)	229
Amortization		181	(229)
Disposals	0	0
Decrease through classified as held for sale, intangible assets other than goodwill		(462)
Other Intangible Assets	(624)	(495)	(855)
Accumulated depreciation and amortisation [member] | Favorable supply contracts [Member]
Statement Line Items [Line Items]
Other Intangible Assets	(1,527)	(1,368)	(978)
Foreign exchange	61	115	(92)
Additions		(274)	298
Acquisitions	266
Disposals	0	0
Acquisitions	(266)
Reclass to Assets held for sale		0
Other Intangible Assets	1,527	1,368	978
Foreign exchange	(61)	(115)	92
Amortization		(274)	298
Amortization		274	(298)
Disposals	0	0
Decrease through classified as held for sale, intangible assets other than goodwill		0
Other Intangible Assets	(1,732)	(1,527)	(1,368)
Accumulated depreciation and amortisation [member] | Solar projects [member]
Statement Line Items [Line Items]
Other Intangible Assets	(0)	(0)	(0)
Foreign exchange	(0)	(0)	(0)
Additions		(0)	0
Acquisitions	0
Disposals	0	0
Acquisitions	0
Reclass to Assets held for sale		0
Other Intangible Assets	0	0	0
Foreign exchange	0	0	0
Amortization		(0)	0
Amortization		0	0
Disposals	0	0
Decrease through classified as held for sale, intangible assets other than goodwill		0
Other Intangible Assets	(0)	(0)	(0)
Accumulated depreciation and amortisation [member] | Capitalised development expenditure [member]
Statement Line Items [Line Items]
Other Intangible Assets	(16)	(18)	(0)
Foreign exchange	(2)	2	(0)
Additions		(0)	18
Acquisitions	43
Disposals	0	0
Acquisitions	(43)
Reclass to Assets held for sale		0
Other Intangible Assets	16	18	0
Foreign exchange	2	(2)	0
Amortization		(0)	18
Amortization		0	(18)
Disposals	0	0
Decrease through classified as held for sale, intangible assets other than goodwill		0
Other Intangible Assets	(61)	(16)	(18)
Accumulated depreciation and amortisation [member] | Other intangible assets [member]
Statement Line Items [Line Items]
Other Intangible Assets	(156)	(169)	(151)
Foreign exchange	(0)	13	(18)
Additions		(0)	0
Acquisitions	0
Disposals	0	0
Acquisitions	0
Reclass to Assets held for sale		0
Other Intangible Assets	156	169	151
Foreign exchange	0	(13)	18
Amortization		(0)	0
Amortization		0	0
Disposals	0	0
Decrease through classified as held for sale, intangible assets other than goodwill		0
Other Intangible Assets	(156)	(156)	(169)
Gross carrying amount [member]
Statement Line Items [Line Items]
Other Intangible Assets	24,625	25,719	11,036
Foreign exchange	123	(1,265)	1,034
Additions	3,857	4,252	559
Acquisitions	0	0	14,144
Disposals	(47)	(9)	(550)
Acquisitions	0	0	(14,144)
Reclass to Assets held for sale		4,072
Other Intangible Assets	(24,625)	(25,719)	(11,036)
Foreign exchange	(123)	1,265	(1,034)
Amortization	3,857	4,252	559
Amortization	(3,857)	(4,252)	(559)
Disposals	47	9	550
Decrease through classified as held for sale, intangible assets other than goodwill		4,072
Other Intangible Assets	28,558	24,625	25,719
Gross carrying amount [member] | Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Acquisitions			504
Acquisitions			(504)
Gross carrying amount [member] | Customer-related intangible assets [member]
Statement Line Items [Line Items]
Other Intangible Assets	2,552	5,781	4,382
Foreign exchange	4	(542)	411
Additions	0	0	46
Acquisitions	0	0	1,492
Disposals	0	0	(550)
Acquisitions	0	0	(1,492)
Reclass to Assets held for sale		2,687
Other Intangible Assets	(2,552)	(5,781)	(4,382)
Foreign exchange	(4)	542	(411)
Amortization	0	0	46
Amortization	0	0	(46)
Disposals	(0)	(0)	550
Decrease through classified as held for sale, intangible assets other than goodwill		2,687
Other Intangible Assets	2,556	2,552	5,781
Gross carrying amount [member] | Customer-related intangible assets [member] | Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Acquisitions			(0)
Acquisitions			0
Gross carrying amount [member] | Brand names [member]
Statement Line Items [Line Items]
Other Intangible Assets	1,363	3,028	2,399
Foreign exchange	(25)	(271)	225
Additions	0	0	0
Acquisitions	0	0	404
Disposals	0	(9)	0
Acquisitions	0	0	(404)
Reclass to Assets held for sale		1,385
Other Intangible Assets	(1,363)	(3,028)	(2,399)
Foreign exchange	25	271	(225)
Amortization	0	0	0
Amortization	0	0	0
Disposals	(0)	9	(0)
Decrease through classified as held for sale, intangible assets other than goodwill		1,385
Other Intangible Assets	1,338	1,363	3,028
Gross carrying amount [member] | Brand names [member] | Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Acquisitions			(0)
Acquisitions			0
Gross carrying amount [member] | Favorable supply contracts [Member]
Statement Line Items [Line Items]
Other Intangible Assets	4,108	4,484	4,099
Foreign exchange	(157)	(376)	385
Additions	0	0	0
Acquisitions	0	0	0
Disposals	0	0	0
Acquisitions	0	0	0
Reclass to Assets held for sale		(0)
Other Intangible Assets	(4,108)	(4,484)	(4,099)
Foreign exchange	157	376	(385)
Amortization	0	0	0
Amortization	0	0	0
Disposals	(0)	(0)	(0)
Decrease through classified as held for sale, intangible assets other than goodwill		(0)
Other Intangible Assets	3,951	4,108	4,484
Gross carrying amount [member] | Favorable supply contracts [Member] | Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Acquisitions			(0)
Acquisitions			0
Gross carrying amount [member] | Solar projects [member]
Statement Line Items [Line Items]
Other Intangible Assets	12,622	11,744	0
Foreign exchange	0	0	0
Additions	103	878	0
Acquisitions	0	0	12,248
Disposals	(47)	0	0
Acquisitions	0	0	(12,248)
Reclass to Assets held for sale		(0)
Other Intangible Assets	(12,622)	(11,744)	0
Foreign exchange	0	0	0
Amortization	103	878	0
Amortization	(103)	(878)	0
Disposals	47	(0)	(0)
Decrease through classified as held for sale, intangible assets other than goodwill		(0)
Other Intangible Assets	12,678	12,622	11,744
Gross carrying amount [member] | Solar projects [member] | Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Acquisitions			504
Acquisitions			(504)
Gross carrying amount [member] | Capitalised development expenditure [member]
Statement Line Items [Line Items]
Other Intangible Assets	3,805	513	0
Foreign exchange	302	(63)	0
Additions	3,725	3,355	513
Acquisitions	0	0	0
Disposals	0	0	0
Acquisitions	0	0	0
Reclass to Assets held for sale		(0)
Other Intangible Assets	(3,805)	(513)	0
Foreign exchange	(302)	63	0
Amortization	3,725	3,355	513
Amortization	(3,725)	(3,355)	(513)
Disposals	(0)	(0)	(0)
Decrease through classified as held for sale, intangible assets other than goodwill		(0)
Other Intangible Assets	7,832	3,805	513
Gross carrying amount [member] | Capitalised development expenditure [member] | Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Acquisitions			(0)
Acquisitions			0
Gross carrying amount [member] | Other intangible assets [member]
Statement Line Items [Line Items]
Other Intangible Assets	175	169	156
Foreign exchange	(1)	(13)	13
Additions	29	19	0
Acquisitions	0	0	0
Disposals	0	0	0
Acquisitions	0	0	0
Reclass to Assets held for sale		(0)
Other Intangible Assets	(175)	(169)	(156)
Foreign exchange	1	13	(13)
Amortization	29	19	0
Amortization	(29)	(19)	0
Disposals	(0)	(0)	(0)
Decrease through classified as held for sale, intangible assets other than goodwill		(0)
Other Intangible Assets	$ 203	$ 175	169
Gross carrying amount [member] | Other intangible assets [member] | Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Acquisitions			(0)
Acquisitions			$ 0

XML

Note 15 - Investment in Subsidiaries (Details Textual)	12 Months Ended
	Jun. 30, 2023
V.V.P. Holdings Inc. [Member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	40.00%	[1]

[1] V.V.P. Holdings Inc. is controlled by VivoPower Pty Ltd, notwithstanding only owning 40% of the ordinary share capital.

XML

Note 15 - Investment in Subsidiaries - Subsidiaries (Details)	12 Months Ended
	Jun. 30, 2023
VivoPower International Services Limited [Member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	28 Esplanade, St Helier, Jersey, JE2 3QA
VivoPower USA LLC [Member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	251 Little Falls Drive, Wilmington, DE, USA 19808
VivoPower US-NC-31, LLC [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	251 Little Falls Drive, Wilmington, DE, USA 19808
VivoPower US-NC-47, LLC [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	251 Little Falls Drive, Wilmington, DE, USA 19808
VivoPower (USA) Development, LLC [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	251 Little Falls Drive, Wilmington, DE, USA 19808
Caret, LLC [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	251 Little Falls Drive, Wilmington, DE, USA 19808
Caret Decimal, LLC [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	251 Little Falls Drive, Wilmington, DE, USA 19808
VivoPower Pty Ltd [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	153 Walker St, North Sydney NSW, Australia 2060
Aevitas O Holdings Pty Ltd [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	153 Walker St, North Sydney NSW, Australia 2060
Aevitas Group Limited [Member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	153 Walker St, North Sydney NSW, Australia 2060
Electrical Engineering Group Pty Limited [Member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	153 Walker St, North Sydney NSW, Australia 2060
Kenshaw Electrical Pty Limited [Member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	153 Walker St, North Sydney NSW, Australia 2060
Tembo EV Australia Pty Ltd [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	153 Walker St, North Sydney NSW, Australia 2060
VivoPower Philippines Inc. [Member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	64.00%
Registered address	Unit 10A, Net Lima Building, 5th Avenue cor. 26th Street,
VivoPower RE Solutions Inc. [Member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	64.00%
Registered address	E-Square Zone, Crescent Park West, Bonifacio Global City, Taguig, Metro Manila
V.V.P. Holdings Inc. [Member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	40.00%	[1]
Registered address	E-Square Zone, Crescent Park West, Bonifacio Global City, Taguig, Metro Manila
Tembo e-LV B.V. [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	Marinus van Meelweg 20, 5657 EN, Eindhoven, NL
Tembo 4x4 eLV BV [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	Marinus van Meelweg 20, 5657 EN, Eindhoven, NL
FD 4x4 Centre B.V. [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%
Registered address	Marinus van Meelweg 20, 5657 EN, Eindhoven, NL
VivoPower International IMEA DMCC [member]
Statement Line Items [Line Items]
Proportion of ownership interest in subsidiary	100.00%

[1] V.V.P. Holdings Inc. is controlled by VivoPower Pty Ltd, notwithstanding only owning 40% of the ordinary share capital.

XML

Note 16 - Investments Accounted for Using the Equity Method (Details Textual) - USD ($) $ in Millions	1 Months Ended	12 Months Ended	24 Months Ended	51 Months Ended
	Apr. 30, 2017	Jun. 30, 2021	Jun. 30, 2021	Jun. 29, 2021
Innovative Solar Ventures I, LLC [member]
Statement Line Items [Line Items]
Proportion of ownership interest in joint venture	50.00%	50.00%
Investments in joint ventures reported in separate financial statements	$ 14.1
Joint venture agreement, potential brokerage commissions	$ 0.8
Purchase of investments other than investments accounted for using equity method				$ 13.1
Capitalized cost, written off		$ 7.0
Innovative Solar Ventures I, LLC [member] | Trade and other current payables [member]
Statement Line Items [Line Items]
Purchase of investments other than investments accounted for using equity method			$ 1.1
ISS Joint Venture [member]
Statement Line Items [Line Items]
Percentage of voting equity interests acquired		50.00%	50.00%
Total consideration transferred, acquisition-date fair value		$ 1.0	$ 1.0
Investments accounted for using equity method, amount derecognized		$ 8.1
Percentage of capitalized project development costs recorded as intangibles upon business acquisition		100.00%

XML

Note 16 - Investments Accounted for Using the Equity Method - Reconciliation of the ISS Joint Venture Investment (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Apr. 30, 2017	Jun. 30, 2021	Jun. 30, 2023	Jun. 30, 2022
Statement Line Items [Line Items]
Assets classified as held for sale		$ 0	$ 0	$ 8,214
Current assets		24,497	10,297	21,669
Non-current assets		52,015	51,119	47,988
Net assets		76,512	61,416	69,657
Net assets		40,418	3,746	21,615
VivoPower share in $ (excluding funding obligation)		0	66	0
Innovative Solar Ventures I, LLC [member]
Statement Line Items [Line Items]
Capital commitment		0	0	0
Commission credit		0	0	0
Discontinued projects		0	0	0
Acquisition costs		0	0	0
Net assets		0	0	0
Assets classified as held for sale		0	0	0
Fair value of pre-acquisition equity interest		0	0	0
Current assets		0	0	0
Non-current assets		0	0	0
Net assets		0	0	0
Opening net assets		24,390	0	0
Commission credit		0	0	0
Commission credit on abandonments		0	0	0
Sundry income		0	0	0
Project swaps		0	0	0
Abandoned projects		(13,900)	0	0
Acquisition of controlling interest		(10,490)	0	0
Net assets		$ 0	0	0
VivoPower share in %	50.00%	50.00%
VivoPower share in $ (excluding funding obligation)		$ 0	0	0
Commission credit		$ 0	$ 0	$ 0

XML

Note 17 - Cash and Cash Equivalents - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Statement Line Items [Line Items]
Cash at bank and in hand	$ 553	$ 1,285	$ 8,604	$ 2,824

XML

Note 17 - Cash and Cash Equivalents - Credit Ratings (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Statement Line Items [Line Items]
Cash and cash equivalents	$ 553	$ 1,285	$ 8,604	$ 2,824
A + [member]
Statement Line Items [Line Items]
A+	(12)	171	5,423
A-1 [Member]
Statement Line Items [Line Items]
Cash and cash equivalents	0	0	0
A- [member]
Statement Line Items [Line Items]
Cash and cash equivalents	2	2	2
AA - [member]
Statement Line Items [Line Items]
Cash and cash equivalents	$ 563	$ 1,112	$ 3,179

XML

Note 18 - Restricted Cash (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Restricted cash related to bank guarantees	$ 608	$ 1,195	$ 1,140

XML

Note 18 - Restricted Cash - Components of Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Bank guarantee security deposit	$ 608	$ 1,195	$ 1,140

XML

Note 19 - Trade and Other Receivables (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Total deposits from customers	$ 0	$ 504	$ 504
Total current inventories	$ 2,115	1,887	1,968
Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Total deposits from customers		500	500
Total current inventories		$ 400	$ 400

XML

Note 19 - Trade and Other Receivables - Trade and Other Receivables (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Trade receivables	$ 1,649	$ 3,866	$ 4,959
Contract assets	893	694	2,723
Prepayments	277	787	2,837
Other receivables	4,027	3,055	1,580
Deposits	0	504	504
Current tax receivable	175	182	182
Total	$ 7,021	$ 9,088	$ 12,785

XML

Note 19 - Trade and Other Receivables - Analysis of Trade Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Trade and other receivables	$ 1,649	$ 3,866	$ 4,959
Less: credit note provision	0	0	0
Total	$ 1,649	$ 3,866	$ 4,959

XML

Note 19 - Trade and Other Receivables - Credit Risk for Trade Receivables by Geographic Region (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Trade receivables	$ 1,649	$ 3,866	$ 4,959
United States 1 [member]
Statement Line Items [Line Items]
Trade receivables	0	0	0
United Kingdom 1 [member]
Statement Line Items [Line Items]
Trade receivables	0	0	0
Australia 1 [Member]
Statement Line Items [Line Items]
Trade receivables	1,451	2,684	4,349
The Netherlands [Member]
Statement Line Items [Line Items]
Trade receivables	$ 198	$ 1,181	$ 610

XML

Note 19 - Trade and Other Receivables - Aging of Trade Receivables (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Trade receivables	$ 1,649	$ 3,866	$ 4,959
Trade receivable, 0-90 days [Member]
Statement Line Items [Line Items]
Trade receivables	1,410	3,306	4,918
Trade Receivables, Greater than 90 Days [Member]
Statement Line Items [Line Items]
Trade receivables	$ 239	$ 560	$ 41

XML

Note 20 - Inventory (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Total current inventories	$ 2,115	$ 1,887	$ 1,968
Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Total current inventories		$ 400	$ 400

XML

Note 20 - Inventory - Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Raw materials	$ 2,115	$ 1,887	$ 1,968
Total	$ 2,115	$ 1,887	$ 1,968

XML

Note 21 - Assets Classified as Held for Sale (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Statement Line Items [Line Items]
Total non-current assets or disposal groups classified as held for sale or as held for distribution to owners	$ 0	$ 8,214	$ 0
Goodwill at end of period	17,697	18,269	25,794	$ 21,919
Total intangible assets other than goodwill	24,478	21,308	21,151
Total property, plant and equipment	3,742	3,743	$ 2,575
Disposal groups classified as held for sale [member]
Statement Line Items [Line Items]
Goodwill at end of period	0	5,289
Total intangible assets other than goodwill	0	2,056
Total property, plant and equipment	0	629
Total trade and other receivables	$ 0	239
Disposal groups classified as held for sale [member] | Kenshaw Electrical Pty Limited [Member]
Statement Line Items [Line Items]
Total non-current assets or disposal groups classified as held for sale or as held for distribution to owners		8,200
Goodwill at end of period		5,300
Total intangible assets other than goodwill		2,100
Total property, plant and equipment		600
Total trade and other receivables		$ 200

XML

Note 21 - Assets Classified as Held for Sale - Assets Held for Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Assets held for sale	$ 0	$ 8,214	$ 0
Kenshaw Electrical Pty Ltd, [member]
Statement Line Items [Line Items]
Percent owned	100.00%
Assets held for sale	$ 0	$ 8,214	$ 0

XML

Note 22 - Discontinued Operation (Details Textual) $ in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 AUD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 AUD ($)	Aug. 31, 2023 USD ($)	Aug. 31, 2023 AUD ($)	Jul. 31, 2022 USD ($)
Statement Line Items [Line Items]
Contingent consideration asset, fair value			$ 4,500
Disposal groups classified as held for sale [member]
Statement Line Items [Line Items]
Working capital adjustments on consideration paid (received)	$ 2,900	$ 4,300
Contingent consideration asset, fair value							$ 4,500
Contingent consideration, fair value, multiple to year one forecast EBITDA	4.5	4.5	4.5
Discontinued operation, forecast EBITDA amount		$ 2,700		$ 2,700
Contingent consideration, fair value, discount on EBITDA	10.00%	10.00%
Advisory fees	$ 400	$ 500
Net assets sold	7,000	10,143
Gain (loss) recognised on measurement to fair value less costs to sell or on disposal of assets or disposal groups constituting discontinued operation	$ (3,854)	$ (5,391)	$ 34	$ 50
Disposal groups classified as held for sale [member] | Disposal of major subsidiary [member]
Statement Line Items [Line Items]
Contingent consideration asset, fair value					$ 600	$ 900

XML

Note 22 - Discontinued Operation - Financial Performance (Details) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Revenues	$ 15,060,000	$ 22,448,000	$ 23,975,000
Other income	119,000	662,000	960,000
(Loss)/profit before income tax	(19,608,000)	(23,397,000)	(8,165,000)
Income tax expense	541,000	(1,968,000)	(138,000)
(Loss)/gain from discontinued operations	(4,207,000)	(625,000)	69,000
Disposal groups classified as held for sale [member]
Statement Line Items [Line Items]
Revenues	0	15,168,000	16,436,000
Other income	0	324,000	552,000
Loss on disposal of business	(4,207)	0	0
Expenses	(0)	16,266,000	16,895,000
(Loss)/profit before income tax	(4,207,000)	(774,000)	92,000
Income tax expense	0	149,000	(23,000)
(Loss)/gain from discontinued operations	(4,207,000)	(625,000)	69,000
Net cash (outflow)/inflow from operating activities	(4,207,000)	(625,000)	69,000
Net cash inflow/(outflow) from investing activities	0	0	0
Net cash inflow/(outflow) from financing activities	0	0	0
Net (decrease)/increase in cash generated by subsidiary	$ (4,207,000)	$ (625,000)	$ 69,000

XML

Note 22 - Discontinued Operation - Assets and Liabilities Reclassified as Held for Sale for the Discontinued Operation (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Statement Line Items [Line Items]
Property, plant and equipment	$ 3,742	$ 3,743	$ 2,575
Goodwill	17,697	18,269	25,794	$ 21,919
Intangible assets	24,478	21,308	21,151
Provisions - current	1,778	1,104	2,802
Provisions - non-current	76	57	165
Total liabilities of disposal group classified as held for sale	0	1,497	$ 0
Disposal groups classified as held for sale [member]
Statement Line Items [Line Items]
Trade and other receivables	0	239
Property, plant and equipment	0	629
Goodwill	0	5,289
Intangible assets	0	2,056
Total assets of disposal group classified as held for sale	0	8,214
Trade and other payables	0	91
Provisions - current	0	1,126
Lease liabilities - current	0	157
Provisions - non-current	0	74
Lease liabilities - non-current	0	49
Total liabilities of disposal group classified as held for sale	$ 0	$ 1,497

XML

Note 22 - Discontinued Operation - Consideration Received and Receivable (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 AUD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2022 AUD ($)	Jun. 30, 2021 USD ($)
Statement Line Items [Line Items]
Cash	$ 2,874		$ 0		$ 0
Proceeds on disposal of J.A Martin ex-solar business	2,874		0		$ 0
Disposal groups classified as held for sale [member]
Statement Line Items [Line Items]
Cash	2,874	$ 4,336
Fair value of contingent consideration	624	941
Less costs to sell	(362)	(525)
Total disposal consideration	3,136	4,752
Estimated carrying amount of net assets sold	7,000	10,143
Gain (loss) recognised on measurement to fair value less costs to sell or on disposal of assets or disposal groups constituting discontinued operation	(3,854)	(5,391)	34	$ 50
Gain on sale - as estimated at June 30, 2022	(3,854)	(5,391)	$ 34	$ 50
Proceeds on disposal of J.A Martin ex-solar business	2,874	4,336
Fair value of contingent consideration adjustment	624	941
Cost to sell adjustment	362	525
Carrying amount of net assets sold adjustment	7,000	10,143
Disposal groups classified as held for sale [member] | Adjustment [member]
Statement Line Items [Line Items]
Cash	378	529
Fair value of contingent consideration	(3,965)	(5,548)
Less costs to sell	18	25
Estimated carrying amount of net assets sold	(283)	(397)
Proceeds on disposal of J.A Martin ex-solar business	378	529
Fair value of contingent consideration adjustment	(3,965)	(5,548)
Cost to sell adjustment	(18)	(25)
Carrying amount of net assets sold adjustment	$ (283)	$ (397)

XML

Note 23 - Trade and Other Payables (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Contract liabilities not recognized at end of period	$ 0.3	$ 1.0	$ 1.1
Revenue that was included in contract liability balance at beginning of period	0.9	$ 0.9
Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Operating expense	$ 0.4

XML

Note 23 - Trade and Other Payables - Trade and Other Payables (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Current trade and other payables
Trade payables	$ 7,725	$ 5,692	$ 4,324
Shares to be issued	2,500	0	0
Accruals	1,321	4,322	648
Related party payable	0	477	0
Payroll liabilities	2,077	2,210	1,413
Sales tax payable	116	949	624
Deferred income	318	974	1,129
Other creditors	540	833	778
Total current trade and other payables	14,597	15,457	8,917
Non-current other payables
Non-current accrued interest	6,129	0	0
Non-current accrued loan and other fees	314	0	0
Total non-current other payables	$ 6,443	$ 0	$ 0

XML

Note 24 - Provisions (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Total current provisions	$ 1,778	$ 1,104	$ 2,802
Total non-current provisions	76	57	165
Legal fees expense			$ 500
Provision used, other provisions	86	1,614
Unused provision reversed, other provisions	372	277
Litigation provision [member]
Statement Line Items [Line Items]
Provision used, other provisions	(0)	385
Unused provision reversed, other provisions	$ (0)	100
Disposal groups classified as held for sale [member]
Statement Line Items [Line Items]
Total current provisions		1,130
Total non-current provisions		$ 70

XML

Note 24 - Provisions - Provisions (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Employee entitlements	$ 502	$ 635	$ 1,802
Fiscal	1,174
Litigation	0	0	485
Warranty	102	116	209
Remediation	0	353	306
Total current provisions	1,778	1,104	2,802
Employee entitlements	76	57	165
Total non-current provisions	76	57	165
Total provisions	$ 1,854	$ 1,161	$ 2,967

XML

Note 24 - Provisions - Reconciliation of Provisions (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Statement Line Items [Line Items]
Balance	$ 1,161	$ 2,967
Foreign exchange	(23)	(221)
Additional provisions		1,500
Reverse unused provisions	(372)	(277)
Disposals and transfers to AHFS		(1,200)
Unwinding of discount		6
Provisions utilized	(86)	(1,614)
Charged/(credited) to profit or loss:	1,174
Balance	1,854	1,161
Employee entitlements [member]
Statement Line Items [Line Items]
Balance	692	1,967
Foreign exchange	(27)	(165)
Additional provisions		1,312
Reverse unused provisions	(1)	(35)
Disposals and transfers to AHFS		(1,200)
Unwinding of discount		6
Provisions utilized	(86)	(1,192)
Charged/(credited) to profit or loss:	0
Balance	578	692
Remediation provision [member]
Statement Line Items [Line Items]
Balance	353	306
Foreign exchange	8	(37)
Additional provisions		84
Reverse unused provisions	(361)	0
Disposals and transfers to AHFS
Unwinding of discount		0
Provisions utilized	0	0
Charged/(credited) to profit or loss:	0
Balance	0	353
Onerous contracts provision [member]
Statement Line Items [Line Items]
Balance	0	0
Foreign exchange	0	0
Additional provisions		0
Reverse unused provisions	0	0
Disposals and transfers to AHFS
Unwinding of discount		0
Provisions utilized	0	0
Charged/(credited) to profit or loss:	1,174
Balance	1,174	0
Litigation provision [member]
Statement Line Items [Line Items]
Balance	0	485
Foreign exchange	0	0
Additional provisions
Reverse unused provisions	0	(100)
Disposals and transfers to AHFS
Unwinding of discount		0
Provisions utilized	0	(385)
Charged/(credited) to profit or loss:	0
Balance	0	0
Warranty provision [member]
Statement Line Items [Line Items]
Balance	116	210
Foreign exchange	(4)	(18)
Additional provisions		103
Reverse unused provisions	(10)	(142)
Disposals and transfers to AHFS
Unwinding of discount		0
Provisions utilized	0	(37)
Charged/(credited) to profit or loss:	0
Balance	$ 102	$ 116

XML

Note 25 - Loans and Borrowings (Details Textual)													1 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 AUD ($)	Jan. 12, 2023 USD ($)	Jan. 11, 2023 USD ($)	Jan. 11, 2023 AUD ($)	Dec. 22, 2022 USD ($)	Jun. 30, 2022 USD ($)	Feb. 22, 2022 USD ($)	Feb. 22, 2022 AUD ($)	Oct. 01, 2021 USD ($)	Jul. 01, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 AUD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2023 AUD ($) shares	Feb. 28, 2023 AUD ($)	Jul. 29, 2022 $ / shares	Jul. 01, 2022 USD ($)	Jul. 01, 2022 AUD ($)	Jan. 01, 2022	Dec. 31, 2021 AUD ($)
Statement Line Items [Line Items]
Notional amount												$ 21,100,000					$ 21,100,000
Class of warrant, exercise price of warrants (in dollars per share) | $ / shares																				$ 0.0001
Total borrowings	$ 32,388,000						$ 28,561,000					23,091,000			$ 32,388,000	$ 28,561,000	23,091,000
Total lease liabilities	2,305,000						$ 2,464,000					$ 995,000			2,305,000	2,464,000	995,000
Additions to right-of-use assets															200,000
Cash outflow for leases															500,000	400,000
Depreciation, right-of-use assets															400,000
Interest expense on lease liabilities															171,000	$ 133,000	$ 42,000
Facility in Newcastle, New South Wales [member]
Statement Line Items [Line Items]
Total increase (decrease) in liabilities arising from financing activities															(200,000)
Total lease liabilities	$ 2,300,000														2,300,000
Additions to right-of-use assets															200,000
Cash outflow for leases															$ 300,000
AWN warrants [member]
Statement Line Items [Line Items]
Class of warrant or right, outstanding (in shares) | shares	500,000														500,000			500,000
Class of warrant, exercise price of warrants (in dollars per share) | $ / shares	$ 0.67														$ 0.67
Bridging loan with AWN [member]
Statement Line Items [Line Items]
Borrowings, Term (Month)				60 months	60 months		60 months					60 months
Borrowings, Periodic Payment												$ 350,000
Borrowings, interest rate				10.00%			10.00%					8.00%				10.00%	8.00%
Borrowings, line fee, percentage				2.00%			2.00%					0.80%				2.00%	0.80%
Borrowings, refinancing fee				$ 855,000			$ 340,000				$ 340,000					$ 340,000
Debt or equity maximum raise	$ 25,000,000			25,000,000			25,000,000								$ 25,000,000	25,000,000
Minimum repayment of borrowings			$ 1,000,000.0	1,000,000			1,000,000				$ 1,000,000.0
Borrowings, refinancing fee, percentage											1.60%
Borrowings, accrued new facility extension fee										$ 355,000	$ 355,000
Bridging loan with AWN [member] | First range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, percentage of proceeds to be paid	25.00%
Bridging loan with AWN [member] | Second range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, percentage of proceeds to be paid	45.00%
Borrowings, qualifying liquidity event, payment	$ 1,875,000
Bridging loan with AWN [member] | Bottom of range [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	5,000,000.0
Bridging loan with AWN [member] | Bottom of range [member] | First range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	5,000,000
Bridging loan with AWN [member] | Bottom of range [member] | Second range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	7,500,000
Bridging loan with AWN [member] | Bottom of range [member] | Third range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	$ 12,500,000
Borrowings, qualifying liquidity event, percentage of proceeds to be paid	50.00%
Borrowings, qualifying liquidity event, payment	$ 4,125,000
Bridging loan with AWN [member] | Top of range [member] | First range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	7,500,000
Bridging loan with AWN [member] | Top of range [member] | Second range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	12,500,000
Aevitas O Holdings Pty Limited [Member] | Aevitas Group Limited [Member]
Statement Line Items [Line Items]
Borrowings, interest rate		15.00%				15.00%		10.00%					10.00%										12.50%	10.00%
Debt or equity maximum raise	$ 25,000,000			25,000,000				$ 25,000,000							$ 25,000,000
Borrowings, accrued new facility extension fee				$ 43,500	$ 60,000	$ 115,000		85,000	$ 110,000				$ 29,000	$ 40,000
Current borrowings		$ 250,000				$ 3,000,000.0		$ 3,000,000.0					$ 1,100,000						$ 500,000					$ 1,500,000
Borrowings, facility fee percentage		1.00%				1.00%
Borrowings, establishment fee		$ 7,500				$ 30,000
Borrowings, exit fee percentage		3.00%				3.00%
Borrowings, exit fee		$ 22,500				$ 90,000
Aevitas O Holdings Pty Limited [Member] | Aevitas Group Limited [Member] | Floating interest rate [member]
Statement Line Items [Line Items]
Borrowings, interest rate	3.60%														3.60%			3.60%
New facility [member]
Statement Line Items [Line Items]
Line of credit, maximum borrowing capacity																						$ 2,500,000
New facility [member] | Floating interest rate [member]
Statement Line Items [Line Items]
Borrowings, interest rate																					7.75%	7.75%
Trade finance facility [member] | Floating interest rate [member]
Statement Line Items [Line Items]
Line of credit, maximum borrowing capacity																					$ 500,000
New and trade finance facility [member] | Floating interest rate [member]
Statement Line Items [Line Items]
Total borrowings	$ 1,300,000						$ 0								$ 1,300,000	$ 0		$ 2,000,000.0

XML

Note 25 - Loans and Borrowings - Loans and Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Loans and borrowings	$ 2,384	$ 5,109	$ 1,004
Non-current borrowings	30,004	23,452	22,087
Total	32,388	28,561	23,091
Debtor invoice financing [member]
Statement Line Items [Line Items]
Loans and borrowings	1,329	32	36
Finance leases [member]
Statement Line Items [Line Items]
Loans and borrowings	462	505	669
Shareholder loans [member]
Statement Line Items [Line Items]
Loans and borrowings	497	4,285	0
Non-current borrowings	28,111	21,121	21,175
Chattel mortgage [member]
Statement Line Items [Line Items]
Loans and borrowings	89	142	88
Non-current borrowings	50	264	244
Financing agreement [member]
Statement Line Items [Line Items]
Loans and borrowings	0	0	59
Non-current borrowings	0	108	183
Bank Loan [Member]
Statement Line Items [Line Items]
Loans and borrowings	7	145	152
Non-current borrowings	0	0	159
Lease liabilities [member]
Statement Line Items [Line Items]
Non-current borrowings	$ 1,843	$ 1,959	$ 326

XML

Note 25 - Loans and Borrowings - Obligations Under Finance Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Minimum lease payments	$ 2,799	$ 3,091	$ 1,062
Present value of minimum lease payments	2,305	2,464	995
Future finance charges	(494)	(627)	(67)
Total lease obligations	2,305	2,464	995
Not later than one year [member]
Statement Line Items [Line Items]
Minimum lease payments	576	546	683
Present value of minimum lease payments	462	444	669
Later than one year and not later than five years [member]
Statement Line Items [Line Items]
Minimum lease payments	2,223	2,545	379
Present value of minimum lease payments	$ 1,843	$ 2,020	$ 326

XML

Note 26 - Called Up Share Capital (Details Textual) - USD ($)			1 Months Ended	12 Months Ended
	Jul. 29, 2022	Oct. 19, 2020	Jun. 30, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Dec. 10, 2020
Statement Line Items [Line Items]
Shares Allotment, Aggregate Nominal Amount Authorised							$ 180,000.00
Class of warrants exercisable for shares (in shares)	1,930,770
Class of warrants, offering price per warrant (in dollars per share)	$ 1.2999
Proceeds from issuing shares and warrants	$ 5.5
Class of warrant, exercise price of warrants (in dollars per share)	$ 0.0001
Increase (decrease) in number of shares outstanding, capital raises (in shares)		3,382,350	708,669		82,644	4,091,019
Increase (decrease) in number of shares outstanding, share-based payment transactions (in shares)				102,252	682,220	792,126
Corporate Profile LLC [member]
Statement Line Items [Line Items]
Increase (decrease) in number of shares outstanding, in exchange for service (in shares)					21,000
FON Consulting Ltd [member]
Statement Line Items [Line Items]
Increase (decrease) in number of shares outstanding, in exchange for service (in shares)					21,000
Ordinary shares [member]
Statement Line Items [Line Items]
Total increase (decrease) in number of shares outstanding (in shares)	2,300,000
Par value per share (in dollars per share)	$ 0.012			$ 0.012
Offering price, per share (in dollars per share)	$ 1.30
Percentage of shares outstanding	4.99%
Total number of shares issued (in shares)			18,506,064	25,651,140	21,318,118	18,506,064
Series A warrants [member] | Investors [member]
Statement Line Items [Line Items]
Class of warrants exercisable for shares (in shares)	4,230,770
Class of warrant, exercise price of warrants (in dollars per share)	$ 1.30
Restricted ordinary shares [member]
Statement Line Items [Line Items]
Offering price, per share (in dollars per share)			$ 10.20			$ 10.20
Total number of shares issued (in shares)			2,005,190			2,005,190
Restricted ordinary shares [member] | AWN Holdings Limited [member]
Statement Line Items [Line Items]
Total number of shares issued (in shares)			1,959,339			1,959,339

XML

Note 26 - Called Up Share Capital - Share Capital (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Ordinary shares	$ 308,000	$ 256,000	$ 222,000
Ordinary shares [member]
Statement Line Items [Line Items]
Ordinary shares	$ 307,815	$ 255,819	$ 222,074
Number allotted (in shares)	25,651,140	21,318,118	18,506,064

XML

Note 26 - Called Up Share Capital - Share Capital (Details) (Parentheticals) - $ / shares	Jun. 30, 2023	Jul. 29, 2022
Ordinary shares [member]
Statement Line Items [Line Items]
Number of Shares (in dollars per share)	$ 0.012	$ 0.012

XML

Note 26 - Called Up Share Capital - Share Outstanding (Details) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
		Oct. 19, 2020	Jun. 30, 2021	Jun. 30, 2023		Jun. 30, 2022		Jun. 30, 2021
Statement Line Items [Line Items]
Balance				$ 21,615		$ 40,418		$ 17,890
Capital raises, shares (in shares)		3,382,350	708,669			82,644		4,091,019
Capital raises 1				$ 5,054		$ 122		$ 31,562
Employee share scheme issues, shares (in shares)				102,252		682,220		792,126
Employee share scheme issues 2				$ 147		$ 2,012		$ 1,077
Balance			$ 40,418	$ 3,746		$ 21,615		40,418
Issued capital [member]
Statement Line Items [Line Items]
Balance, shares (in shares)				21,318,118		18,506,064
Balance				$ 256		$ 222		163
Conversion of equity instruments, shares (in shares)	[1]					2,005,190
Conversion of Aevitas equity instruments 3	[1]					$ 24
Capital raises, shares (in shares)	[2]			4,230,770		82,644	[3]
Capital raises 1				$ 51	[2]	$ 1	[2]	49
Other share issuances, shares (in shares)	[4]					42,000
Other share issuance 4						$ 1
Employee share scheme issues, shares (in shares)	[5]			102,252		682,220
Employee share scheme issues 2				$ 1	[5]	$ 8	[5]	$ 9
Balance, shares (in shares)			18,506,064	25,651,140		21,318,118		18,506,064
Balance			$ 222	$ 308		$ 256		$ 222
Share premium [member]
Statement Line Items [Line Items]
Balance				99,418		76,229		40,215
Conversion of Aevitas equity instruments 3	[1]					20,442
Capital raises 1				5,449	[2]	243	[2]	34,317
Other share issuance 4						217
Employee share scheme issues 2				151	[5]	2,287	[5]	961
Balance			76,229	105,018		99,418		76,229
Issued capital and share premium [member]
Statement Line Items [Line Items]
Balance				99,674		76,451
Conversion of Aevitas equity instruments 3	[1]					20,466
Capital raises 1	[2]			5,500		244
Other share issuance 4						218
Employee share scheme issues 2	[5]			152		2,295
Balance			$ 76,451	$ 105,326		$ 99,674		$ 76,451

[1] On June 30, 2021, holders of convertible preference shares and convertible loan notes in Aevitas Group Limited, exercised their right to convert the debt instruments into ordinary shares in VivoPower International PLC. A total of 2,005,190 restricted ordinary shares were issued at a contracted price of $10.20 on July 21, 2021. Of the 2,005,190 ordinary shares issued, 1,959,339 were issued to entities owned by AWN Holdings Limited, the Company’s largest individual shareholder.

[2] On July 29, 2022, the Company entered into a Securities Purchase Agreement to issue and sell, in a registered direct offering directly to an investor, (i) an aggregate of 2,300,000 ordinary shares (the “Shares”), nominal value $0.012 per share, at an offering price of $1.30 per share and (ii) an aggregate of 1,930,770 pre-funded warrants exercisable for ordinary shares at an offering price of $1.2999 per pre-funded warrant, for gross proceeds of approximately $5.5 million before deducting the placement agent fee and related offering expenses. The pre-funded warrants were sold to the Investor whose purchase of ordinary shares in the Registered Offering would otherwise result in the Investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s outstanding ordinary shares immediately following the consummation of the Registered Offering, in lieu of ordinary shares. Each pre-funded warrant represents the right to purchase one ordinary share at an exercise price of $0.0001 per share. The pre-funded warrants were exercised on November 22, 2022. In a concurrent private placement, the Company agreed to issue to the investor, Series A Warrants exercisable for an aggregate of 4,230,770 ordinary shares at an exercise price of $1.30 per share. Each Series A Warrant will be exercisable on February 2, 2023 and will expire on February 2, 2028. The Series A Warrants and the ordinary shares issuable upon the exercise of the Series A Warrants were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder. During the year ended June 30, 2021, the Company completed a series of capital raises on Nasdaq. A total of 4,091,019 ordinary shares were issued, comprising 3,382,350 ordinary shares issued on October 19, 2020 as an underwritten public offering pursuant to an F-1 registration statement filed with the SEC on October 14, 2020, and 708,669 ordinary shares issued during June 2021, at the market price (an ATM offering), pursuant to an F-3 registration statement filed with the SEC on December 21, 2020. In the year ended June 30, 2022, a further 82,644 ordinary shares were issued under the same registration statement.

[3] During the year ended June 30, 2021, the Company completed a series of capital raises on Nasdaq. A total of 4,091,019 ordinary shares were issued, comprising 3,382,350 ordinary shares issued on October 19, 2020 as an underwritten public offering pursuant to an F-1 registration statement filed with the SEC on October 14, 2020, and 708,669 ordinary shares issued during June 2021, at the market price (an ATM offering), pursuant to an F-3 registration statement filed with the SEC on December 21, 2020. In the year ended June 30, 2022, a further 82,644 ordinary shares were issued under the same registration statement. On July 29, 2022, the Company entered into a Securities Purchase Agreement to issue and sell, in a registered direct offering directly to an investor, (i) an aggregate of 2,300,000 ordinary shares (the “Shares”), nominal value $0.012 per share, at an offering price of $1.30 per share and (ii) an aggregate of 1,930,770 pre-funded warrants exercisable for Ordinary Shares at an offering price of $1.2999 per Pre-Funded Warrant, for gross proceeds of approximately $5.5 million before deducting the placement agent fee and related offering expenses. The Pre-Funded Warrants were sold to the Investor whose purchase of Ordinary Shares in the Registered Offering would otherwise result in the Investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company’s outstanding Ordinary Shares immediately following the consummation of the Registered Offering, in lieu of Ordinary Shares. Each Pre-Funded Warrant represents the right to purchase one Ordinary Share at an exercise price of $0.0001 per share. The Pre-Funded Warrants were exercised on November 22, 2022. In a concurrent private placement, the Company agreed to issue to the investor, Series A Warrants exercisable for an aggregate of 4,230,770 Ordinary Shares at an exercise price of $1.30 per share. Each Series A Warrant will be exercisable on February 2, 2023 and will expire on February 2, 2028. The Series A Warrants and the Ordinary Shares issuable upon the exercise of the Series A Warrants were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder.

[4] During the year ended June 30, 2022, 21,000 restricted shares were issued to Corporate Profile LLC and 21,000 restricted shares were issued to FON Consulting Ltd in exchange for investor relations services.

[5] During the year ended June 30, 2023, 102,252 shares (year ended June 30, 2022: 682,220; year ended June 30, 2021: 792,126) were issued to employees and directors of the Company and consultants to the Company under the Omnibus Incentive Plan.

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Note 27 - Other Reserves (Details Textual)				11 Months Ended	12 Months Ended				24 Months Ended
	Jul. 21, 2021 shares	Jun. 30, 2021 USD ($) $ / shares shares	Aug. 07, 2020 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2020 $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2021 $ / shares	Aug. 31, 2020 AUD ($) shares	Jun. 30, 2020 AUD ($) $ / shares shares
Statement Line Items [Line Items]
Convertible securities, conversion price (in dollars per share) | $ / shares		$ 10.20		$ 10.20			$ 10.20	$ 10.20
Number of convertible preference shares outstanding (in shares) | shares												2,473,367
Convertible preference, shares, face value, price per share (in AUD per share) | (per share)			$ 3									$ 3.00
Convertible preference shares, value, face value and accrued dividends												$ 11,059,348
Number of Instruments, Convertible Loan Notes Outstanding (in shares) | shares												2,473,367
Convertible loan notes, shares, face value, price per share (in AUD per share) | (per share)			$ 7									$ 7.00
Convertible loan notes, value, face value and accrued dividends												$ 25,075,203
Equity Instruments, Quarterly Interest Rate			7.00%					7.00%
Convertible securities, issue price (in dollars per share) | $ / shares			$ 10
Number of convertible loan notes and preference shares converted to preference shares (in shares) | shares			426,528
Issued capital		$ 222,000		$ 222,000	$ 308,000	$ 256,000	$ 222,000		$ 308,000
Interest paid			$ 26,708
Dividends paid			$ 11,447
Number of convertible loan notes and preference shares converted to ordinary shares (in shares) | shares		2,005,190
Increase (decrease) through conversion of convertible instruments, equity		$ 20,500,000				0
Increase (decrease) in number of shares outstanding, conversion of instruments (in shares) | shares		2,005,190
Share issue related cost					400,000	100,000	2,800,000
Reserves for equity incentive costs					100,000	1,900,000			100,000
Increase (decrease) through equity instruments, equity					$ 100,000	$ 1,900,000	$ (3,141,000)		$ 49,000
Major ordinary share transactions [member]
Statement Line Items [Line Items]
Increase (decrease) in number of shares outstanding, conversion of instruments (in shares) | shares	2,005,190
Aevitas Preference Shares [member]
Statement Line Items [Line Items]
Number of shares outstanding at end of period (in shares) | shares		426,528		426,528			426,528				426,528
Issued capital		$ 3,208,922		$ 3,208,922			$ 3,208,922				$ 4,265,280
Dividends paid				121,905
Dividends recognised as distributions to non-controlling interests				$ 185,480
Par value per share (in dollars per share) | $ / shares										$ 10

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Note 27 - Other Reserves - Other Reserves (Details) - USD ($) $ in Thousands		12 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Balance		$ 21,615	$ 40,418	$ 17,890
Issuance of shares		5,054	122	31,562
Share issuance costs		(400)	(100)	(2,800)
Balance		3,746	21,615	40,418
Reserve for equity instruments [member]
Statement Line Items [Line Items]
Balance	[1]	0	0
Issuance of shares	[1]		0
Share issuance costs	[1]		0
Capital raising costs	[1]	0	0
Equity incentives cost less shares issued	[1]	0	0
Other movements	[1]	0	0
Interest on equity instruments	[1]	0
Equity instruments payments	[1]	0
Balance	[1]	0	0	0
Reserve for preference shares [member]
Statement Line Items [Line Items]
Balance	[1]	3,270	3,270
Issuance of shares	[1]		0
Capital raising costs	[1]	0	0
Equity incentives cost less shares issued	[1]	0	0
Other movements	[1]		0
Interest on equity instruments	[1]	198
Equity instruments payments	[1]	(149)
Balance	[1]	3,319	3,270	3,270
Reserve for shares pending issue [member]
Statement Line Items [Line Items]
Balance	[2]	0	20,466
Issuance of shares	[2]		(20,466)
Share issuance costs	[2]		0
Capital raising costs	[2]	0	0
Equity incentives cost less shares issued	[2]	0	0
Other movements	[2]	0	0
Interest on equity instruments	[2]	0
Equity instruments payments	[2]	0
Balance	[2]	0	0	20,466
Reserve for capital raising costs [member]
Statement Line Items [Line Items]
Balance	[3]	(8,950)	(8,828)
Issuance of shares	[3]		0
Share issuance costs	[3]		0
Capital raising costs	[3]	(446)	(122)
Equity incentives cost less shares issued	[3]	0	0
Other movements	[3]	0	0
Interest on equity instruments	[3]	0
Equity instruments payments	[3]	0
Balance	[3]	(9,396)	(8,950)	(8,828)
Reserve for equity incentive costs [member]
Statement Line Items [Line Items]
Balance	[4]	2,874	1,422
Issuance of shares	[4]		0
Share issuance costs	[4]		0
Capital raising costs	[4]	0
Equity incentives cost less shares issued	[4]	147	1,452
Other movements	[4]	0	0
Interest on equity instruments	[4]	0
Equity instruments payments	[4]	0
Balance	[4]	3,021	2,874	1,422
Reserve for share awards issuance [member]
Statement Line Items [Line Items]
Balance	[4]	(2,850)	(971)
Issuance of shares	[4]		0
Share issuance costs	[4]		(1,879)
Capital raising costs	[4]	0	0
Equity incentives cost less shares issued	[4]	(154)	0
Other movements	[4]	0	0
Interest on equity instruments	[4]	0
Equity instruments payments	[4]
Balance	[4]	(3,004)	(2,850)	(971)
Reserve for treasury shares [member]
Statement Line Items [Line Items]
Balance		(328)	(45)
Issuance of shares			0
Share issuance costs			0
Capital raising costs		0	0
Equity incentives cost less shares issued		0	0
Other movements		(104)	(283)
Interest on equity instruments		0
Equity instruments payments		0
Balance		(432)	(328)	(45)
Reserve for share option [member]
Statement Line Items [Line Items]
Balance		(5,984)	15,314
Issuance of shares			(20,466)
Share issuance costs			(1,879)
Capital raising costs		(446)	(122)
Equity incentives cost less shares issued		(7)	1,452
Other movements		(104)	(283)
Interest on equity instruments		198
Equity instruments payments		(149)
Balance		$ (6,492)	$ (5,984)	$ 15,314

[1] Equity instruments held at June 30, 2020 were convertible preference shares and convertible loan notes in Aevitas Group Limited (“Aevitas Group”) which must convert to shares of VivoPower at $10.20 per share no later than June 30, 2021. The Company classified these instruments as equity under the “fixed-for-fixed” rule meaning that both the amount of consideration received/receivable and the number of equity instruments to be issued is fixed. There were 2,473,367 convertible preference shares outstanding with a face value of AU$3.00 per share and a value held in reserves of AU$11,059,348 at June 30, 2020, representing their face value plus dividends accrued. Convertible preference shares were subordinated to all creditors of Aevitas Group, ranked equally amongst themselves, and ranked in priority to ordinary shares of Aevitas Group. There were 2,473,367 convertible loan notes outstanding with a face value of AU$7.00 per share and a value held in reserves of AU$25,075,203, representing their face value plus the dividends accrued. The convertible loan notes ranked equally with the unsecured creditors of Aevitas Group. Dividends or interest were payable quarterly in arrears at a rate of 7% on the capitalized value to December 29, 2016, the date at which they became convertible to VivoPower shares. At maturity, or if a trigger event such as a change of control of Aevitas Group or VivoPower, a listing event, or a disposal of substantially all of the assets of Aevitas Group had occurred, the convertible preference shares and convertible loan notes in Aevitas Group convert to VivoPower ordinary shares at a price of US$10.20 per share On August 7, 2020, the Company offered one new Aevitas Preference Share, with an issue price of $10, in exchange for each combined convertible note and convertible preference share, with an issue price of $7 and $3 respectively. Dividends are payable quarterly, in arrears, at a rate of 7%. Of the 2,473,367 holders of combined convertible note and convertible preference shares, 426,528 holders accepted the terms of the new Aevitas Preference Shares and received 426,528 Aevitas Preference Shares (A$4,265,280) on August 31, 2020, in exchange for the combined convertible notes and convertible preference shares previously held. The new Aevitas Preference Shares are subordinated to all creditors of Aevitas Group, rank equally amongst themselves, and rank in priority to Aevitas Group Limited ordinary shares for the payment of dividends. The 426,528 holders which exchanged on August 31, 2020, had earned $26,708 interest on the convertible loan note in the year ended June 20, 2021, up until exchange, and this was paid in full along with $11,447 dividends that accrued over the same pre-exchange period on the convertible preference shares. Post-exchange, $185,480 dividends of the Aevitas Preference Shares were earned in the year ended June 20, 2021, with $121,905 of those paid by June 30, 2021. And the 426,528 Aevitas Preference Shares have a face value of $3,208,922 (A$10 per share), recognized together with the dividends payable. On June 30, 2021, the remaining 2,005,190 holders of convertible preference shares and convertible loan notes in Aevitas Group Limited (“Aevitas Group”), exercised their right to convert the instruments into ordinary shares in VivoPower International PLC. The cumulative balance of face value and accrued unpaid interest and dividends outstanding of the convertible preference shares and convertible loan notes at June 30, 2021 of $20.5 million, was redeemed on that date, and VivoPower International PLC recognized the requirement to issue 2,005,190 restricted ordinary shares, based on a contracted conversion price of $10.20 per share.

[2] During the year ended June 30, 2021, $20.5 million was recognized in equity for the 2,005,190 restricted ordinary shares pending issuance at a contracted conversion price of $10.20 per share. The 2,005,190 restricted ordinary shares were issued on July 21, 2021.

[3] The $0.4 million of transaction costs incurred in the year ended June 30, 2023 (year ended June 30, 2022: $0.1 million; year ended June 30, 2021: $2.8 million) relate primarily to capital raises on Nasdaq.

[4] During the year ended June 30, 2023, $0.1 million was expensed towards share incentive awards to employees, directors, and consultants of the Company under the 2017 Omnibus Incentive Plan (year ended June 30, 2022:$1.9 million). Amounts are expensed at the award grant price over the vesting period, adjusted for actual quantities upon vesting. Of the expenses recorded, $0.1 million of shares were delivered to participants (year ended June 30, 2022:$1.9 million). During the years ended June 30, 2022 and June 30,2023, the following awards under the Incentive Plan have been granted, and have vested or forfeit:

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Note 27 - Other Reserves - Awards Under Incentive Plan (Details) Pure in Thousands, $ / shares in Thousands	12 Months Ended
	Jun. 30, 2023 $ / shares	Jun. 30, 2022 $ / shares
Statement Line Items [Line Items]
Outstanding, shares	279	460
Outstanding, weighted average grant date fair value (in dollars per share)	$ 471	$ 1,186
Granted, shares	912	706
Granted, weighted average grant date fair value (in dollars per share)	$ 303	$ 1,838
Vested, shares	(356)	(755)
Vested, weighted average grant date fair value (in dollars per share)	$ (123)	$ (1,877)
Forfeit, shares	(178)	(132)
Forfeit, weighted average grant date fair value (in dollars per share)	$ (320)	$ (676)
Outstanding, shares	657	279
Outstanding, weighted average grant date fair value (in dollars per share)	$ 331	$ 471

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Note 28 - Earnings (Loss) Per Share - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Loss for the year / period attributable to equity owners	$ (24,355)	$ (22,054)	$ (7,571)
Weighted average number of shares in issue (‘000s) (in shares)	24,672	20,722	16,306
Basic earnings/(loss) per share (dollars) (in dollars per share)	$ (0.99)	$ (1.06)	$ (0.49)
Diluted earnings/(loss) per share (dollars) (in dollars per share)	$ (0.99)	$ (1.06)	$ (0.49)

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Note 29 - Pensions (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Post-employment benefit expense, defined contribution plans		$ 0.4	$ 0.9	$ 0.8
Superannuation in Australia [member]
Statement Line Items [Line Items]
Pension Plan, Employer Contribution Rate	11.00%	10.50%
Pension for UK employees [member]
Statement Line Items [Line Items]
Pension Plan, Employer Contribution Rate		7.00%	7.00%	7.00%
Pension for Netherlands employees [member]
Statement Line Items [Line Items]
Pension Plan, Employer Contribution Rate			10.30%

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Note 30 - Financial Instruments (Details Textual) € in Thousands, £ in Thousands, $ in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2023 AUD ($)	Jun. 30, 2023 EUR (€)	Jun. 30, 2023 GBP (£)	Jul. 01, 2022 USD ($)	Jul. 01, 2022 AUD ($)	Jun. 30, 2022 AUD ($)	Jun. 30, 2020 USD ($)
Statement Line Items [Line Items]
Total cash and cash equivalents	$ 553	$ 1,285	$ 8,604							$ 2,824
Current Ratio	0.54	0.93	1.82
Total borrowings	$ 32,388	$ 28,561	$ 23,091
Total provisions	1,854	1,161	2,967
Total non-current portion of non-current borrowings	30,004	23,452	22,087
Currency risk EUR [member]
Statement Line Items [Line Items]
Total cash and cash equivalents				$ 540	€ 20	£ 30
Total borrowings | €					900
Total trade and other receivables				3,400	1,000	2,600
Total trade and other payables					€ 2,000	2,700
Currency risk, AUD [member]
Statement Line Items [Line Items]
Total borrowings				2,900
Restricted cash and cash equivalents				600
Total trade and other payables				5,000
Total provisions				700		£ 1,200
Total non-current portion of non-current borrowings				$ 1,500
Currency risk [member]
Statement Line Items [Line Items]
Total borrowings	28,600
Total non-current portion of non-current borrowings	$ 27,100
Debtor finance facility to support working capital requirements [member]
Statement Line Items [Line Items]
Line of credit, maximum borrowing capacity									$ 2,100
Total borrowings		$ 0	$ 0
New facility [member]
Statement Line Items [Line Items]
Line of credit, maximum borrowing capacity								$ 2,500
New facility [member] | Floating interest rate [member]
Statement Line Items [Line Items]
Borrowings, interest rate							7.75%	7.75%
New facility [member] | Announcement of plan to discontinue operation [member]
Statement Line Items [Line Items]
Line of credit, maximum borrowing capacity								$ 2,500
New facility [member] | Announcement of plan to discontinue operation [member] | Floating interest rate [member]
Statement Line Items [Line Items]
Borrowings, interest rate							7.75%	7.75%
Trade finance facility [member] | Floating interest rate [member]
Statement Line Items [Line Items]
Line of credit, maximum borrowing capacity							$ 500
Trade finance facility [member] | Announcement of plan to discontinue operation [member] | Floating interest rate [member]
Statement Line Items [Line Items]
Line of credit, maximum borrowing capacity							$ 500

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Note 30 - Financial Instruments - Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Statement Line Items [Line Items]
Cash at bank and in hand	$ 553	$ 1,285	$ 8,604	$ 2,824
Total	32,388	28,561	23,091
Financial assets at amortised cost, category [member]
Statement Line Items [Line Items]
Trade and other receivables	6,506	6,921	6,539
Cash at bank and in hand	553	1,285	8,604
Restricted cash	608	1,195	1,140
Total	7,667	9,401	16,283
Total	32,388	28,561	23,091
Trade and other payables	16,029	11,324	5,750
Total	$ 48,417	$ 39,885	$ 28,841

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Note 30 - Financial Instruments - Contractual Maturities of Financial Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Statement Line Items [Line Items]
Trade and other payables (financial liabilities)	$ 16,029	$ 10,973	$ 5,751
Borrowings	30,083	26,097	22,096
Lease liabilities	2,305	2,464	995
Total	48,417	39,534	28,842
Not later than one year [member]
Statement Line Items [Line Items]
Trade and other payables (financial liabilities)	16,029	10,973	5,751
Borrowings	1,922	4,604	411
Lease liabilities	462	506	669
Total	18,413	16,083	6,831
Later than one year and not later than three years [member]
Statement Line Items [Line Items]
Trade and other payables (financial liabilities)	0	0	0
Borrowings	12,323	11,283	11,424
Lease liabilities	1,375	846	326
Total	13,698	12,129	11,750
Later than three years and not later than five years [member]
Statement Line Items [Line Items]
Trade and other payables (financial liabilities)	0	0	0
Borrowings	8,447	10,211	10,261
Lease liabilities	415	1,112	0
Total	8,862	11,323	10,261
Later than five years [member]
Statement Line Items [Line Items]
Trade and other payables (financial liabilities)	0	0	0
Borrowings	7,391	0	0
Lease liabilities	53	0	0
Total	$ 7,444	$ 0	$ 0

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Note 31 - Related Party Transactions (Details Textual)												1 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Jan. 11, 2023 USD ($)	Jan. 11, 2023 AUD ($)	Dec. 22, 2022 USD ($)	Feb. 22, 2022 USD ($)	Dec. 01, 2021 USD ($)	Dec. 01, 2021 AUD ($)	Nov. 26, 2021 USD ($)	Oct. 01, 2021 USD ($)	Jul. 01, 2021 USD ($)	Apr. 01, 2020 USD ($)	Mar. 31, 2023 AUD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 AUD ($)	Jun. 30, 2023 GBP (£)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($) shares	Feb. 28, 2023 AUD ($)	Jul. 29, 2022 $ / shares	Jan. 01, 2022	Dec. 31, 2021 USD ($)	Dec. 31, 2021 AUD ($)	Jun. 30, 2021 AUD ($)	Aug. 31, 2020 AUD ($)
Statement Line Items [Line Items]
Class of warrant, exercise price of warrants (in dollars per share) | $ / shares																			$ 0.0001
Number of other equity instruments granted in share-based payment arrangement													912,000	912,000	912,000	706,000
Number of other equity instruments exercised or vested in share-based payment arrangement													356,000	356,000	356,000	755,000
Issued capital	$ 308,000												$ 308,000			$ 256,000	$ 222,000
Aevitas Preference Shares [member]
Statement Line Items [Line Items]
Issued capital																	3,208,922							$ 4,265,280
Arowana International Limited [member]
Statement Line Items [Line Items]
Chief financial officer, fees													1,138,346			343,806	1,028,096
Arowana International Limited [member] | Directors fees for Michael Hui [member]
Statement Line Items [Line Items]
Non-executive directors fees													$ 50,000
Percentage fees received in cash	100.00%												100.00%
Amounts payable, related party transactions	$ 25,000												$ 25,000
Arowana International Limited [member] | Cost incurred by Arowana on behalf of VivoPower [member]
Statement Line Items [Line Items]
Amounts payable, related party transactions	$ 1,392,303												1,392,303			313,688	$ 4,345
Michael Hui [member] | RSUs [member]
Statement Line Items [Line Items]
Number of other equity instruments granted in share-based payment arrangement											17,500
Total expense from share-based payment transactions in which goods or services received did not qualify for recognition as assets											$ 13,125		$ 2,625
Number of other equity instruments exercised or vested in share-based payment arrangement													3,500	3,500	3,500
Michael Hui [member] | PSUs [member]
Statement Line Items [Line Items]
Number of other equity instruments granted in share-based payment arrangement		20,000	20,000								52,500
Total expense from share-based payment transactions in which goods or services received did not qualify for recognition as assets		$ 5,200									$ 39,375		$ 4,736
Number of other equity instruments exercised or vested in share-based payment arrangement													6,314	6,314	6,314
Panaga Group Trust [member]
Statement Line Items [Line Items]
Convertible loan notes converted to preference shares (in shares) | shares																	4,697
Panaga Group Trust [member] | Aevitas Preference Shares [member]
Statement Line Items [Line Items]
Issued capital																							$ 46,970
Dividends classified as expense													$ 2,188	$ 3,302
Panaga Group Trust [member] | Chairman fees for Kevin Chin [member]
Statement Line Items [Line Items]
Chairman fees													$ 81,819		£ 68,000
Panaga Group Trust [member] | Executive fees for Kevin Chin [member]
Statement Line Items [Line Items]
Executive fees | £															325,000
Annual training allowance costs | £															£ 38,000
Average foreign exchange rate													1.3237	1.3237	1.3237
Performance measurement	64.00%												64.00%
VWAP share price (in dollars per share) | $ / shares	$ 2.92												$ 2.92
Arowana Partners Group Pty Ltd [member] | Cost incurred by Arowana on behalf of VivoPower [member]
Statement Line Items [Line Items]
Amounts payable, related party transactions	$ 157,036												$ 157,036
Services received, related party transactions													130,863
Director, Kevin Chin [member] | RSUs [member]
Statement Line Items [Line Items]
Number of other equity instruments granted in share-based payment arrangement											87,200
Total expense from share-based payment transactions in which goods or services received did not qualify for recognition as assets											$ 65,400		$ 13,080
Number of other equity instruments exercised or vested in share-based payment arrangement													17,440	17,440	17,440
Director, Kevin Chin [member] | PSUs [member]
Statement Line Items [Line Items]
Number of other equity instruments granted in share-based payment arrangement											261,600
Total expense from share-based payment transactions in which goods or services received did not qualify for recognition as assets											$ 196,200		$ 23,592
Number of other equity instruments exercised or vested in share-based payment arrangement													31,456	31,456	31,456
Director, Kevin Chin [member] | Executive fees for Kevin Chin [member] | RSUs [member]
Statement Line Items [Line Items]
Number of other equity instruments granted in share-based payment arrangement		20,000	20,000
Total expense from share-based payment transactions in which goods or services received did not qualify for recognition as assets		$ 5,200											$ 275,330
Number of other equity instruments exercised or vested in share-based payment arrangement													94,291	94,291	94,291
AWN warrants [member]
Statement Line Items [Line Items]
Class of warrant or right, outstanding (in shares) | shares	500,000												500,000
Class of warrant, exercise price of warrants (in dollars per share) | $ / shares	$ 0.67												$ 0.67
Warrants for executive fees [member] | Panaga Group Trust [member]
Statement Line Items [Line Items]
Class of warrant or right, outstanding (in shares) | shares	541,666												541,666
Class of warrant, exercise price of warrants (in dollars per share) | $ / shares	$ 0.60												$ 0.60
Current related party loans with Arowana International Limited [member]
Statement Line Items [Line Items]
Borrowings, Term (Month)		60 months	60 months
Debt or equity maximum raise	$ 25,000,000	$ 25,000,000											$ 25,000,000
Borrowings, interest rate									10.00%
Borrowings, line fee, percentage									2.00%
Minimum repayment of borrowings									$ 1,000,000	$ 1,000,000.0
Borrowings, refinancing fee, percentage										1.60%
Borrowings, accrued new facility extension fee										$ 355,000
Borrowings, refinancing fee		855,000
Current related party loans with Arowana International Limited [member] | First range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, percentage of proceeds to be paid	25.00%
Current related party loans with Arowana International Limited [member] | Second range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, percentage of proceeds to be paid	45.00%
Borrowings, qualifying liquidity event, payment	$ 1,875,000
Current related party loans with Arowana International Limited [member] | Third range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, percentage of proceeds to be paid	25.00%
Current related party loans with Arowana International Limited [member] | Bottom of range [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	$ 5,000,000.0
Current related party loans with Arowana International Limited [member] | Bottom of range [member] | First range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	5,000,000
Current related party loans with Arowana International Limited [member] | Bottom of range [member] | Second range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	7,500,000
Current related party loans with Arowana International Limited [member] | Bottom of range [member] | Third range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	12,500,000
Current related party loans with Arowana International Limited [member] | Top of range [member] | First range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	7,500,000
Current related party loans with Arowana International Limited [member] | Top of range [member] | Second range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, proceeds	12,500,000
Current related party loans with Arowana International Limited [member] | Top of range [member] | Third range of qualifying event [member]
Statement Line Items [Line Items]
Borrowings, qualifying liquidity event, payment	$ 4,125,000
Loan for working capital assistance [member] | Arowana Partners Group Pty Ltd [member]
Statement Line Items [Line Items]
Borrowings, interest rate								8.00%
Current borrowings								$ 370,000
Borrowings, facility fee percentage								2.00%
Borrowings, establishment fee								$ 7,400
Interest expense on borrowings																$ 22,895
AWN Holdings Limited [member]
Statement Line Items [Line Items]
Proportion of ownership interests held in the entity	39.50%												39.50%
Aevitas Group Limited [Member] | Current related party loans with Arowana International Limited [member]
Statement Line Items [Line Items]
Debt or equity maximum raise																					$ 25,000,000
Borrowings, interest rate																				10.00%	12.50%	12.50%
Borrowings, accrued new facility extension fee		43,500	$ 60,000			$ 29,000	$ 40,000
Current borrowings																					$ 1,100,000	$ 1,500,000
Aevitas Group Limited [Member] | Current related party loans with Arowana International Limited 2 [member]
Statement Line Items [Line Items]
Debt or equity maximum raise					$ 25,000,000
Borrowings, interest rate					10.00%
Borrowings, accrued new facility extension fee		110,000			$ 85,000
Current borrowings					$ 3,000,000.0
Aevitas Group Limited [Member] | Current related party loans with Arowana International Limited 3 [member]
Statement Line Items [Line Items]
Debt or equity maximum raise		$ 25,000,000
Borrowings, interest rate				15.00%
Borrowings, accrued new facility extension fee				$ 115,000
Current borrowings				$ 3.0
Borrowings, facility fee percentage				1.00%
Borrowings, establishment fee				$ 30,000
Borrowings, exit fee percentage				3.00%
Borrowings, exit fee				$ 90,000
Aevitas Group Limited [Member] | Current related party loans with Arowana International Limited 3 [member] | Floating interest rate [member]
Statement Line Items [Line Items]
Borrowings, interest rate	3.60%												3.60%
Aevitas Group Limited [Member] | Current related party loans with Arowana International Limited 4 [member]
Statement Line Items [Line Items]
Current borrowings																		$ 500,000
Aevitas Group Limited [Member] | Current related party loans with Arowana International Limited 5 [member]
Statement Line Items [Line Items]
Current borrowings												$ 250,000
Aevitas Group Limited [Member] | Current related party loans with Arowana International Limited 4 and 5 [member]
Statement Line Items [Line Items]
Borrowings, interest rate												15.00%
Borrowings, facility fee percentage												1.00%
Borrowings, establishment fee												$ 7,500
Borrowings, exit fee percentage												3.00%
Borrowings, exit fee												$ 22,500

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Note 32 - Subsequent Events (Details Textual) - Ordinary shares [member] - $ / shares	Jul. 06, 2023	Jun. 30, 2023	Jul. 29, 2022
Statement Line Items [Line Items]
Par value per share (in dollars per share)		$ 0.012	$ 0.012
Potential ordinary share transactions [member]
Statement Line Items [Line Items]
Par value per share (in dollars per share)	$ 0.012	$ 0.012

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Note 34 - Ultimate Controlling Party (Details Textual)	Jun. 30, 2023
AWN Holdings Limited [member]
Statement Line Items [Line Items]
Proportion of ownership interests held in the entity	39.50%

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Note 35 - Prior Year Adjustments (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Statement Line Items [Line Items]
Adjustments for share-based payments	$ 147	$ 2,010	$ 1,078
Profit (loss)	(24,355)	(22,054)	(7,958)
Total current liabilities	18,915	23,299	13,431
Total equity	3,746	21,615	40,418	$ 17,890
Total current assets	10,297	21,669	24,497
Total current inventories	$ 2,115	1,887	1,968
Increase (decrease) due to changes in accounting policy and corrections of prior period errors [member]
Statement Line Items [Line Items]
Total expenses, by nature		500
Professional fees expense		400
Adjustments for share-based payments		100
Profit (loss)		(485)
Total current liabilities		400
Total equity		100
Long-term deposits			500
Total current assets			500
Total current inventories		$ 400	$ 400