[20-F/A] VivoPower International PLC Amends Annual Report (Foreign Issuer)
VivoPower International PLC filed an amended annual report (Form 20-F/A) to update its auditor information and include additional audit materials. The amendment addresses Item 16F by confirming the Audit Committee’s August 26, 2025 decision to dismiss PKF Littlejohn LLP and engage WithumSmith+Brown, PC as the company’s independent registered public accounting firm for the year ending June 30, 2025. The filing also adds PKF’s audit report and related consents, plus a PKF letter to the SEC dated November 6, 2025.
Withum issued an unmodified opinion on the June 30, 2025 IFRS consolidated financial statements and identified critical audit matters on intangible assets/goodwill valuation and related party transactions. PKF’s prior audit opinions for 2024 and 2023 were unmodified; PKF highlighted substantial doubt about going concern for 2024, citing a net current liability position of $36 million as of June 30, 2024 and management’s plans including a signed loan facility of
- None.
- None.
Insights
Administrative amendment: auditor change and added audit reports.
The filing formalizes an auditor transition—PKF was dismissed and Withum engaged for the audit of the year ended
Withum issued an unmodified opinion for 2025 under IFRS and flagged critical audit matters on valuation of intangible assets/goodwill and related party transactions. PKF’s 2024/2023 opinions were unmodified, but PKF drew attention to going concern uncertainty for 2024, noting net current liabilities of
Implications are chiefly disclosure: the amendment does not alter 2025 financial results. Any impact depends on future liquidity actions and execution against the plans referenced in the 2024 going concern discussion.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No.1)
| 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
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, 2025
Commission
file number
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Tel:
(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 | ||
| The
|
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 $ |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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 ☐
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.
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).
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 ☐ | 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 ☐ | 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
EXPLANATORY NOTE
As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is also filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment.
Except for the matters described above, this Amendment does not modify or update any other disclosures in, or exhibits to, the Original Filing, and does not reflect any events occurring after the date of the Original Filing.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Effective August 26, 2025, the Audit Committee of the Board of Directors approved the dismissal of PKF Littlejohn LLP (“PKF”) as the Company’s independent registered public accounting firm and the engagement of WithumSmith+Brown, PC (“Withum”) as the Company’s new independent registered public accounting firm for the fiscal year ending June 30, 2025. The decision was not made due to any disagreements with PKF.
(a) Dismissal of Independent Registered Public Accounting Firm
PKF, located in the United Kingdom, served as the Company’s independent registered public accounting firm since 2017.
The audit reports of PKF on the Company’s consolidated financial statements for the fiscal years ended June 30, 2024, and 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended June 30, 2024, and 2023 and through August 26, 2025, there were (i) no disagreements with PKF on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PKF’s satisfaction, would have caused PKF to make reference to the matter in its audit report, and (ii) no reportable events of the type described in Item 16F(a)(1)(v) of Form 20-F.
On November 6, 2025, the Company provided PKF with a copy of the disclosures contained in this Item 16F and requested that PKF furnish a letter addressed to the SEC stating whether it agrees with the statements made herein. A copy of PKF’s letter, dated November 6, 2025, is filed as Exhibit 15.1 to this Annual Report.
(b) Engagement of New Independent Registered Public Accounting Firm
On August 26, 2025, the Audit Committee approved the engagement of WithumSmith+Brown, PC, located in the United States, as the Company’s independent registered public accounting firm for the audit of the Company’s consolidated financial statements for the fiscal year ending June 30, 2025, and the Company subsequently entered into an engagement letter with Withum.
During the fiscal years ended June 30, 2024, and 2023 and through August 26, 2025, neither the Company nor anyone acting on its behalf consulted with Withum on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a disagreement or a reportable event as defined in Item 16F of Form 20-F.
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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 on Form 6-K - Report of foreign issuer [Rules 31a-16 and 15d-16], 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). | |
| 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** | Insert 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. |
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ITEM 19. EXHIBITS CONTINUED
Exhibit Number |
Description | |
| 12.2+ | Certification of Chief Financial 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. | |
| 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 Chief Financial Officer 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 PKF Littlejohn LLP, Independent Registered Public Accounting Firm. | |
| 15.2+ | Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm | |
| 16.1+ | Letter from PKF Littlejohn LLP to the Securities and Exchange Commission regarding a change in certifying accountant, dated November 6, 2025. | |
| 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.
** Previously filed with the Original Filing.
+ Filed or furnished, as applicable, herewith.
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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: November 6, 2025
| 5 |
VIVOPO WER INTERNATIONAL PLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 100) | F-2 |
| Report of Independent Registered Public Accounting Firm (PCAOB ID |
F-5 |
| Consolidated Statements of Comprehensive Loss for the Years Ended June 30, 2025, June 30, 2024 and June 30, 2023 | F-7 |
| Consolidated Statements of Financial Position as of June 30, 2025, June 30, 2024 and June 30, 2023 | F-8 |
| Consolidated Statements of Cash Flows for the Years Ended June 30, 2025, June 30, 2024 and June 30, 2023 | F-9 |
| Consolidated Statements of Changes in Equity (Deficit) for the Years Ended June 30, 2025, June 30, 2024 and June 30, 2023 | F-10 |
| Notes to Consolidated Financial Statements | F-11 |
| F-1 |
| Table of Contents |
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
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 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.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Intangible Assets and Goodwill - Refer to Note 13 to the Consolidated Financial Statements
Critical Audit Matter Description
As reflected in the Company’s consolidated financial statements at and as of June 30, 2025, the carrying value of goodwill and intangible assets was $16.7 million. Details of these assets and the related critical judgements and estimates are disclosed in notes 2.9 and 13. The carrying value of goodwill and other intangible assets is significant and at risk of non-recoverability. The estimated recoverable amount of these balances is subjective due to the inherent uncertainty involved in forecasting and discounting cash flows.
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 Company. 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.
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.
| F-2 |
| Table of Contents |
We identified the evaluation of the Company’s impairment test of goodwill and intangible assets as a critical audit matter due to significant management estimates and judgments inherently required in determining the fair value estimates. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate the reasonableness of management’s significant estimates and assumptions, several of which extend many years into the future. Additionally, the audit effort involved the use of professionals with specialized skill and knowledge.
How the Critical Audit Matter Was Addressed in the Audit
We read and evaluated the impairment analysis summary report, prepared by the Company specialists that assessed the fair value of the Company’s intangible assets and goodwill as of June 30, 2025. We performed a walk-through of the design effectiveness and implementation of internal controls related to financial reporting of the intangible assets and goodwill. Additional procedures included testing management’s process for developing their impairment estimate, which included evaluating the appropriateness of the method used by the Company to develop cash flow projections for intangible assets and goodwill, as well as testing the completeness and accuracy of the underlying data used in the estimates. In addition, we evaluated the reasonableness of significant assumptions including future sales, long-term growth rates, and future economic conditions and performed sensitivity testing on some assumptions. We evaluated these assumptions for their reasonableness considering (i) historical performance; (ii) industry and economic forecast and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
Along with the procedures previously described, we performed the following procedures:
| ● | We utilized the knowledge, experience, and expertise of our internal valuation specialists to execute the planned audit procedures related to the valuation by assessing the reasonableness of the methodologies employed to value the intangible assets and goodwill. | |
| ● | We tested the underlying assumptions presented in the impairment assessment as it relates to projections. | |
| ● | We assessed the appropriateness of the Company’s disclosure in respect of the judgements and estimates on whether an impairment exists. |
Related Party Transactions - Refer to Note 29 to the Consolidated Financial Statements
Critical Audit Matter Description
As reflected in the Company’s consolidated financial statements at and as of June 30, 2025, the Company has entered into various transactions with related parties. These transactions include intercompany loans, service arrangements, and other financial dealings with entities under common control or significant influence. The nature and volume of these related party transactions are material to the consolidated financial statements and require careful evaluation to ensure appropriate disclosure, recognition, and compliance with applicable accounting standards.
The assessment of related party transactions involves significant management judgment, particularly in identifying related parties, determining the commercial substance of transactions, and evaluating whether such transactions were conducted at arm’s length. In some cases, the terms and conditions of these transactions may not be readily observable in the market, increasing the risk of misstatement or omission.
We identified the evaluation of the nature and volume of related party transactions as a critical audit matter due to the complexity and subjectivity involved in assessing the completeness and accuracy of disclosures, as well as the potential for management override or bias. Auditing this matter required a high degree of auditor judgment and effort, including understanding the Company’s governance and control environment, reviewing board minutes and legal agreements, and performing detailed transaction testing.
| F-3 |
| Table of Contents |
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures included evaluating the Company’s process for identifying related parties, inspecting underlying documentation supporting the transactions, and assessing whether the disclosures in the consolidated financial statements were complete and transparent. We also considered the consistency of these transactions with the Company’s business purpose and strategic objectives. Given the significance of these transactions and the potential implications for financial reporting and stakeholder perception, we involved professionals with expertise in forensic accounting and regulatory compliance to assist in our evaluation.
Along with the procedures previously described, we performed the following procedures:
| ● | Obtained and reviewed management’s related party register to identify all entities and individuals considered related parties under applicable accounting standards. | |
| ● | Inspected board minutes, shareholder agreements, and other governance documents to identify any undisclosed related party relationships or transactions. | |
| ● | Reviewed legal agreements and contracts supporting material related party transactions to assess their commercial substance and terms. | |
| ● | Performed detailed testing of related party transactions, including loans, service arrangements, and asset transfers, to verify accuracy, completeness, and appropriate classification. | |
| ● | Assessed whether transactions were conducted at arm’s length, including benchmarking against market terms where applicable. | |
| ● | Evaluated the adequacy and transparency of disclosures in the consolidated financial statements, ensuring compliance with relevant accounting and regulatory requirements. | |
| ● | Performed inquiries with management and those charged with governance to understand the nature, purpose, and business rationale of significant related party transactions. | |
| ● | Reviewed journal entries and general ledger activity for indicators of undisclosed related party transactions or management override. |
Other matter
The consolidated financial statements of the Company as of and for the years ended June 30, 2024 and 2023, were audited by another auditor, PKF Littlejohn LLP, who expressed an unmodified opinion on those consolidated financial statements on December 19, 2024.
We have served as the Company’s auditor since 2025.
| /s/
|
|
| October 30, 2025 |
PCAOB
ID Number
| F-4 |
| Table of Contents |
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 Financial Statements
We have audited the accompanying consolidated statements of financial position of VivoPower International PLC and its subsidiaries (the Company) as of 30 June 2024, and 2023, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended 30 June 2024, and 2023, and the related notes and schedules (collectively referred to as the consolidated financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of 30 June 2024, and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended 30 June 2024, 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 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
Substantial doubt about the Company’s ability to continue as a Going Concern
We draw attention to note 2.1 in the financial statements, which indicates that the group and company are reliant on raising finance and capital within the 12 months, further reduce its cash burn rate, negotiate payment plans with its key creditors and lenders and generate sufficient revenues and cashflows from its expanded range of products and solutions, following the date of approval of these financial statements in order to meet its working capital requirements and continue to fund operations over this period. As stated in note 2.1, these events or conditions, indicate that substantial doubt exists about 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 reviewed the net current liabilities outstanding and payable in the next 12 months as of 30 September 2024 and reviewed the plans of the group regarding settling these liabilities post 30 September, including payment plans with certain creditors and lenders. We have also reviewed the latest available 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.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does 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 separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-5 |
| Table of Contents |
| Critical Audit Matter | How we addressed the matter in our audit | |
| Going concern basis of preparation | ||
| The financial statements have been prepared on a going concern basis which assumes that the Company and Group will be able to discharge its liabilities as they fall due, despite the net current liability position of $36 million as at June 30, 2024. | Our work in this area included:
● Obtaining the Groups cash flow forecast for a period of twelve months from the date of the financial statements;
● Obtaining the latest current net liability position, evidence of certain third party and related party’s agreement to defer current liabilities over a period of one year;
● Verifying, the post year end receipt of cash in respect of share issues subsequent to the year end and the proceeds on the disposal of Vivo PTY Limited, along with the settlement of liabilities post year end;
● Obtaining the signed loan facility providing for the future draw down of $12m, which the Directors consider to be satisfactory to enable them to meet the net liability position and to provide further working capital for the business;
● Assessing the appropriateness of the disclosure of the going concern basis of preparation, including the substantial doubt about the Company’s ability to continue as a going concern. | |
| Recoverability of intangible assets and testing for impairment | ||
As at June 30, 2024 the carrying value of goodwill and intangible assets was $2 million. Details of these assets and the related critical judgements and estimates are disclosed in notes 3.2 and 13.
The carrying value of goodwill and other intangible assets is significant and at risk of non-recoverability. The estimated recoverable amount of these balances is subjective due to the inherent uncertainty involved in forecasting and discounting cash flows. |
Our work in this area included:
● Reviewing and challenging management’s value in use calculations and/or their fair value less costs to sell 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 the group’s disclosure in respect of the judgements and estimates on whether an impairment exists, the sensitivity analysis on the headroom and the disclosure of the impairment charges amounting to $29.5m (refer to Note 13). | |
| Capitalisation of development costs in accordance with IAS 38 | ||
As at June 30, 2024 the carrying value of capitalised intangible assets was $11.6 million. There is a risk that the capitalised costs are ineligible in accordance with the requirements of IAS 38. Details of these assets and the related critical judgements and estimates are disclosed in notes 3.5 and 13.
Given the significance of the development costs on the Group’s statement of financial position and the significant management judgement involved in the determination and the assessment of the carrying values of these assets, there is a risk these costs are not fully recoverable and should be impaired. |
Our work in this area included:
● Testing an appropriate sample of additions during the year to supporting documentation;
● Testing and evaluating that all the eligibility criteria for capitalisation within IAS 38 have been met;
● Considering whether there are indicators of impairment, in conjunction with revenues achieved and contracted; and
● Checking the presentation and disclosure requirements are appropriate. |
We have served as the Company’s auditors since 2017. In August 2025 we became the predecessor auditors.
| /s/
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| PKF Littlejohn LLP | 15 Westferry Circus |
| Canary Wharf | |
| December 19, 2024 |
| F-6 |
| Table of Contents |
Consolidated Statements of Comprehensive Loss
| (US dollars in thousands, except per share amounts) | Note | 2025 | 2024 | 2023 | ||||||||||
| Year Ended June 30 | ||||||||||||||
| (US dollars in thousands, except per share amounts) | Note | 2025 | 2024 | 2023 | ||||||||||
| Revenue from contracts with customers | 4 | |||||||||||||
| Cost of sales | 4 | ( | ) | ( | ) | |||||||||
| Cost of sales - non-recurring events | 4 | - | - | ( | ) | |||||||||
| Gross profit/(loss) | ( | ) | ||||||||||||
| General and administrative expenses | 9 | ( | ) | ( | ) | ( | ) | |||||||
| Other gains | 5 | |||||||||||||
| Other income | 6 | - | - | |||||||||||
| Depreciation of property, plant and equipment | 12 | ( | ) | ( | ) | ( | ) | |||||||
| Amortization of intangible assets | 13 | ( | ) | ( | ) | ( | ) | |||||||
| Operating loss | 7 | ( | ) | ( | ) | ( | ) | |||||||
| Restructuring and other non-recurring costs | 8 | ( | ) | ( | ) | ( | ) | |||||||
| Impairment losses | 13 | ( | ) | ( | ) | ( | ) | |||||||
| Finance income | 10 | |||||||||||||
| Finance expense | 10 | ( | ) | ( | ) | ( | ) | |||||||
| Loss before income tax | 7 | ( | ) | ( | ) | ( | ) | |||||||
| Income tax | 11 | ( | ) | ( | ) | |||||||||
| Loss from continuing operations | 7 | ( | ) | ( | ) | ( | ) | |||||||
| (Loss)/profit from discontinued operations | 20 | ( | ) | ( | ) | |||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ||||||||
| Losses attributable to: | ||||||||||||||
| Equity owners of VivoPower International PLC | ( | ) | ( | ) | ( | ) | ||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive loss | ||||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||
| Currency translation differences recognized directly in other comprehensive loss | ( | ) | ( | ) | ||||||||||
| Total comprehensive loss for the period attributable to owners of the company | ( | ) | ( | ) | ( | ) | ||||||||
| Losses per share attributable to owners of the company, net of related tax effects (dollars) | ||||||||||||||
| Continuing Operations | ||||||||||||||
| Basic | 26 | ( | ) | ( | ) | ( | ) | |||||||
| Continuing Operations - Basic | 26 | ( | ) | ( | ) | ( | ) | |||||||
| Diluted | 26 | ( | ) | ( | ) | ( | ) | |||||||
| Continuing Operations - Diluted | 26 | ( | ) | ( | ) | ( | ) | |||||||
| Discontinued Operations | ||||||||||||||
| Basic | 26 | ( | ) | ( | ) | |||||||||
| Discontinued Operations - Basic | 26 | ( | ) | ( | ) | |||||||||
| Diluted | 26 | ( | ) | ( | ) | |||||||||
| Discontinued Operations - Diluted | 26 | ( | ) | ( | ) | |||||||||
See notes to financial statements
| F-7 |
| Table of Contents |
Consolidated Statements of Financial Position
| (US dollars in thousands) | Note | 2025 | 2024 | 2023 | ||||||||||
| Year Ended June 30 | ||||||||||||||
| (US dollars in thousands) | Note | 2025 | 2024 | 2023 | ||||||||||
| ASSETS | ||||||||||||||
| Non-current assets | ||||||||||||||
| Property, plant and equipment, net | 12 | |||||||||||||
| Intangible assets, net | 13 | |||||||||||||
| Deferred tax assets | 11 | |||||||||||||
| Total non-current assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | 15 | |||||||||||||
| Restricted cash | 16 | |||||||||||||
| Trade and other receivables | 17 | |||||||||||||
| Inventory | 18 | |||||||||||||
| Digital assets | - | - | ||||||||||||
| Assets classified as held for sale | 19/20 | - | - | |||||||||||
| Total current assets | ||||||||||||||
| TOTAL ASSETS | ||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Trade and other payables | 21 | |||||||||||||
| Income tax liability | 11 | |||||||||||||
| Provisions | 22 | |||||||||||||
| Loans and borrowings | 23 | |||||||||||||
| Liabilities classified as held for sale | 20 | - | - | |||||||||||
| Total current liabilities | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Other payables | 21 | - | ||||||||||||
| Provisions | 22 | |||||||||||||
| Loans and borrowings | 23 | |||||||||||||
| Deferred tax liabilities | 11 | |||||||||||||
| Total non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Equity | ||||||||||||||
| Share capital | 24 | |||||||||||||
| Share premium | 24 | |||||||||||||
| Cumulative translation reserve | ( | ) | ||||||||||||
| Other reserves | 25 | ( | ) | ( | ) | ( | ) | |||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||||
| Equity and reserves attributable to owners | ( | ) | ||||||||||||
| Total equity | ( | |||||||||||||
| TOTAL EQUITY AND LIABILITIES | ||||||||||||||
These financial statements were approved by the Board of Directors on October 30, 2025, and were signed on its behalf by Kevin Chin.
See notes to financial statements
| F-8 |
| Table of Contents |
Consolidated Statements of Cash Flow
| (US dollars in thousands) | Note | 2025 | 2024 | 2023 | ||||||||||
| Year Ended June 30 | ||||||||||||||
| (US dollars in thousands) | Note | 2025 | 2024 | 2023 | ||||||||||
| Cash flows from operating activities | ||||||||||||||
| Loss from continuing operations | ( | ) | ( | ) | ( | ) | ||||||||
| (Loss)/profit from discontinued operations | 20 | ( | ) | ( | ) | |||||||||
| Income tax | 11 | ( | ) | |||||||||||
| Finance expense | 10 | |||||||||||||
| Finance income | 10 | ( | ) | ( | ) | - | ||||||||
| Depreciation of property, plant and equipment | 12 | |||||||||||||
| Amortization of intangible assets | 13 | |||||||||||||
| Loss on disposal of property, plant and equipment | - | - | ||||||||||||
| Other gains | 6 | ( | ) | ( | ) | ( | ) | |||||||
| Impairment of goodwill and intangible assets | 13 | - | ||||||||||||
| Share-based payments | ||||||||||||||
| Decrease in trade and other receivables | 17 | ( | ) | |||||||||||
| (Increase)/decrease in inventory | 18 | ( | ) | ( | ) | |||||||||
| Increase in digital assets | ( | ) | - | - | ||||||||||
| Increase in trade and other payables | 21 | ( | ) | |||||||||||
| Increase/(decrease) in provisions | 22 | |||||||||||||
| Net cash from/(used in) operating activities | ( | ) | ( | ) | ||||||||||
| Cash flows from investing activities | ||||||||||||||
| Proceeds on sale of property, plant and equipment | 12 | - | ||||||||||||
| Purchase of property, plant and equipment | 12 | ( | ) | ( | ) | ( | ) | |||||||
| Investment in capital projects | 13 | ( | ) | ( | ) | ( | ) | |||||||
| Proceeds on disposal of J.A Martin ex-solar business | 20 | - | - | |||||||||||
| Proceeds on sale of capital projects | 13 | - | - | |||||||||||
| Acquisitions - consideration | - | - | ( | ) | ||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||||
| Cash flows from financing activities | ||||||||||||||
| Other borrowings | 23 | - | - | ( | ) | |||||||||
| Lease repayments | 23 | ( | ) | ( | ) | ( | ) | |||||||
| Proceeds from investor | 21 | - | ||||||||||||
| Capital raise proceeds | 24 | |||||||||||||
| Equity instruments and capital raise costs | 25 | - | - | ( | ) | |||||||||
| Debtor finance borrowings/(repayments) | 23 | - | ( | ) | ||||||||||
| Loans from related parties | 23 | ( | ) | |||||||||||
| Repayment of loans from related parties | 23 | - | ( | ) | ( | ) | ||||||||
| Bank loan borrowings | 23 | - | ( | ) | ( | ) | ||||||||
| Chattel mortgage borrowings | 23 | - | ( | ) | ( | ) | ||||||||
| Finance expense | 10 | - | - | ( | ) | |||||||||
| Transfer from/(to) restricted cash | 16 | |||||||||||||
| Net cash from financing activities | ||||||||||||||
| Net (decrease) in cash and cash equivalents | ( | ) | ( | ) | ( | ) | ||||||||
| Cash and cash equivalents at the beginning of the year | 15 | |||||||||||||
| Effect of exchange rate movements on cash held | - | - | ( | ) | ||||||||||
| Cash and cash equivalents at the end of the year | 15 | |||||||||||||
See notes to financial statements
| F-9 |
| Table of Contents |
Consolidated Statements of Changes in Equity
| (US dollars in thousands) | Share capital | Share premium | Cumulative translation reserve | Other reserves | Accumulated deficit | Non- controlling interest | Total | |||||||||||||||||||||
| At June 30, 2022 | ( | ) | ( | ) | ( | ) | - | |||||||||||||||||||||
| Loss for the year | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Other comprehensive income/(expense) | - | - | ( | ) | - | - | ||||||||||||||||||||||
| Increase (decrease) through transactions with owners, equity | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||
| Transactions with owners in their capacity as owners | ||||||||||||||||||||||||||||
| Equity instruments | - | - | - | - | - | |||||||||||||||||||||||
| Capital raises | - | ( | ) | - | - | |||||||||||||||||||||||
| Employee share awards | - | ( | ) | - | - | |||||||||||||||||||||||
| Increase in equity before transaction with owners in their capacity of owners | - | ( | ) | - | - | |||||||||||||||||||||||
| At June 30, 2023 | ( | ) | ( | ) | - | |||||||||||||||||||||||
| Loss for the year | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Other comprehensive income/(expense) | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||
| Increase (decrease) through transactions with owners, equity | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||
| Transactions with owners in their capacity as owners | ||||||||||||||||||||||||||||
| Equity instruments | - | - | - | |||||||||||||||||||||||||
| Capital raises | - | ( | ) | - | - | |||||||||||||||||||||||
| Employee share awards | - | - | - | |||||||||||||||||||||||||
| Increase in equity before transaction with owners in their capacity of owners | - | - | - | |||||||||||||||||||||||||
| At June 30, 2024 | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||
| Balance | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||
| Loss for the year | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Other comprehensive income/(expense) | - | - | ( | ) | ( | ) | - | - | ( | ) | ||||||||||||||||||
| Increase (decrease) through transactions with owners, equity | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||
| Transactions with owners in their capacity as owners | ||||||||||||||||||||||||||||
| Equity instruments | - | - | - | - | ||||||||||||||||||||||||
| Other issuances | - | - | - | |||||||||||||||||||||||||
| Capital raises | - | ( | ) | - | - | |||||||||||||||||||||||
| Employee share awards | - | - | - | - | - | |||||||||||||||||||||||
| Increase in equity before transaction with owners in their capacity of owners | - | ( |
) | - | - | |||||||||||||||||||||||
| At June 30, 2025 | ( |
) | ( |
) | ( |
) | - | |||||||||||||||||||||
For further information on “Other Reserves” please see Note 25.
| F-10 |
| Table of Contents |
Notes to Consolidated Financial Statements
As of and for the Years Ended June 30, 2025, 2024 and 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 Blackwell House, Guildhall Yard, London England EC2V 5AE 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
2. Material accounting policies
The
principal accounting policies applied in the preparation of consolidated financial statements (the “financial statements”)
are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated. In October 2023,
the company implemented a
2.1 Basis of preparation
VivoPower International PLC’s consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board and IFRIC interpretations applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, except for certain financial assets and financial liabilities and 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.
Management has, in the preparation of the audited financial statements of the Group for the year ended June 2025, fully considered and evaluated the going concern. Following a comprehensive assessment of the Group’s financial position and projections over the going concern assessment period of 12 months from the expected date of signing the audited financial statements, the assessment of management is that the Group remains a going concern.
Accordingly, management recommends to the Board of Directors that, based on the above assessment, the Group remains a going concern as at the date of this report.
The financial statements have been prepared on a going concern basis, as the directors believe the Company will be able to meet its liabilities as they fall due.
The going concern assessment has been considered with reference to:
(a) the scenario that the Tembo spin off reverse merger IPO is consummated (currently expected by mid-February 2026, given the Following the completion of this Tembo spin-off reverse merger the following probable outcomes arise for VivoPower:
| ● | VivoPower will continue to retain meaningful shareholding of the separately listed Tembo Group and consolidate Tembo in its accounts; | |
| ● | VivoPower’s
cash burn rate will further reduce to a gross amount of budgeted $ | |
| ● | Subject to the funds raised by Tembo as part of its reverse merger IPO, VivoPower will be paid back up to the full amount of what is owed to it by Tembo within 6 months of Tembo becoming a separately listed company; | |
| ● | Subject
to the Tembo reverse merger IPO proceeding, Energi Holdings has agreed to a strategic PIPE investment of $ | |
| ● | VivoPower
will itself be able to raise additional capital via equity capital markets, as it has done over the past 12 months, despite very
challenging market conditions and several unexpected obstacles, including the fact that the ATM facility was not available to the
company. Since FY24, VivoPower has been able to receive gross cash from capital raisings of approximately $ |
| (b) | the scenario where the Tembo spin off reverse merger IPO does not materialize. In this probable scenario, the following outcomes would arise for VivoPower: |
| ● | VivoPower
would continue to retain | |
| ● | The
combined cash burn rate of VivoPower, including Tembo’s operations, would be expected to be a gross amount of approximately
$ | |
| ● | Despite the increased cash burn rate, the combined entity (VivoPower and Tembo) is projected to generate net cash inflows from operating activities due to increasing revenues. This positive cash generation is expected to provide significant support for the Group’s liquidity and overall financial health: and | |
| ● | VivoPower
would have sufficient capital from the $ |
| F-11 |
| Table of Contents |
As
of 30 June 2025, the Group reported outstanding net current assets of $
The
Group has already closed the first tranche of the $
Our
analysis further indicates that the budgeted combined average monthly cash burn for VivoPower and Tembo over the next 12 months is approximately
$
As
at June 30, 2025, the Company had unrestricted cash totaling $
As
at June 30, 2025, the Company had outstanding debt and borrowing totaling $
Over the next twelve months, with the strategic rationalization of the Company’s business units and the expansion of the Electric Vehicles and ancillary SES products and solutions range, together with the strategic pivot to a cost-effective Asian supply chain, the Company expects to grow revenues profitably. Furthermore, with the Asian supply chain in place, the Company no longer needs to invest in assembly and production facilities, reducing capital expenditure requirements.
To ensure the going concern status of the business, the directors have prepared and reviewed additional plans to mitigate any liquidity risk that may arise during the next twelve months. These include:
| ● | Delaying any capital expenditures; | |
| ● | Reduce or delay operational expenditure scale-up plans; | |
| ● | Reduce research and development expenditure; | |
| ● | Consider the management of supplier and lender payments; | |
| ● | Continuous improvement in efficiency and cost management through the use of artificial intelligence tools; and | |
| ● | Ensuring the Company is always able to raise debt or equity capital. |
Given
the significant improvement in the adjusted net current asset position of $
This
assessment excludes the $
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 Statements of Comprehensive Loss 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. |
| F-12 |
| Table of Contents |
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.
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 the electric vehicles product development project, 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:
Schedule of intangible asset over useful economic lives
| ● | Development
expenditure - | |
| ● | Customer
relationships – | |
| ● | Trade
names – | |
| ● | Favorable
supply contracts – | |
| ● | Other
– |
| F-13 |
| Table of Contents |
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:
Schedule of estimated useful life of property plant and equipment
| ● | Computer
equipment - | |
| ● | Fixtures
and fittings - | |
| ● | Motor
vehicles - | |
| ● | Plant
and equipment – | |
| ● | Right-of-use
assets – |
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 Statements of Comprehensive 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 leased offices, workshops, motor vehicles, and equipment for fixed periods of
Contracts could contain both lease and non-lease components. The Group allocated 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 elected not to separate lease and non-lease components and instead accounts for these as a single lease component.
Lease terms were 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 were not be used as security for borrowing purposes.
Leases were 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 were 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 were allocated between principal and finance cost. The finance cost is charged to the Statements of Comprehensive Loss 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-14 |
| Table of Contents |
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 Statements of Comprehensive Loss.
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
that the asset’s carrying amount does not exceed the carrying value that would have been determined, net of depreciation or
amortization, if
2.10 Financial instruments
Financial assets and liabilities are recognized in the Group’s Statements 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 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 an 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.
| F-15 |
| Table of Contents |
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.
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 $
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 loss 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 Statements of Comprehensive Loss, 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.
| F-16 |
| Table of Contents |
2.13 Loss per share
The Group presents basic and diluted loss per share (“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. Currently there are no diluting effects on EPS for Ordinary Shares, therefore, diluted EPS is the same as basic EPS.
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 Statements of Comprehensive Loss within finance income or expenses. The Statements of Comprehensive Loss 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.
| F-17 |
| Table of Contents |
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 Statements of Comprehensive Loss 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 provisions created for the recoverability of UK input taxes claimed in prior years.
2.19 New standards, amendments and interpretations
At the date of authorization 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* | |
| Amendment to IAS 1 - Non-current liabilities with covenants | 1 January 2024 | |
| IFRS 16 - Amendments regarding lease liability in a sale and leaseback | 1 January 2024 | |
| Amendment to IAS 7 and IFRS 7 - Supplier finance | 1 January 2024 | |
| Amendments to IAS 21 - Lack of Exchangeability | 1 January 2025 | |
| Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments | 1 January 2026 | |
| IFRS 18 Presentation and Disclosure in Financial Statements | 1 January 2027 | |
| IFRS 19 Subsidiaries without Public Accountability: Disclosures | 1 January 2024 | |
| IFRS S1, ‘General requirements for disclosure of sustainability-related financial information | 1 January 2024 | |
| IFRS S2, ‘Climate-related disclosures’ | ||
| *Years beginning on or after |
| F-18 |
| Table of Contents |
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 13. These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will impact on these projections, which may impact on the recoverable amount of assets and/or CGUs.
Intangibles impaired during the year were for Caret leases abandoned or not renewed. Additionally, some of the tangible assets of Tembo EV Pty Ltd (Tembo EV) and Tembo 4x4 e-LV B.V. were assessed to be impaired by the end of the fiscal year.
During
the year, the Company recognized total impairments of $
Following
evidence of impairment, assessment was made of equipment of Tembo 4x4 e-LV B.V and FD 4x4 Centre B.V. and obsolescence of Tembo 4x4
e-LV B.V. inventory, the company recorded an impairment amounting to $
| 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 Statements of Comprehensive Loss 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.
| F-19 |
| Table of Contents |
| 3.4 | Litigation provision |
Currently,
there is an ongoing dispute with a prior client Accès Industriel in Canada for the settlement of $
In
FY24, a litigation provision of $
| 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, 2025, the carrying amount of capitalized development costs were $
| 3.6 | 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 Statements of Financial Position.
| 3.7 | Deferred tax assets |
Deferred
tax assets for unused tax losses and other timing differences amounting to $
| 3.8 | 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/Cash Generating Unit’s (CGU’s) need to be determined, for example in business combinations and for impairment testing purposes, they are measured using valuation techniques including the DCF model.
| 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
The Critical Power Services segment, previously represented by VivoPower’s wholly owned subsidiary Aevitas and its subsidiaries KESW EL Pty Limited (“Kenshaw”) and Kenshaw Solar Pty Ltd (previously J.A. Martin) (“Aevitas Solar”), has been discontinued following the sale of Kenshaw to ARA Group Limited in July 2024. Accordingly, Critical Power Services is no longer considered an operating segment.
The Electric Vehicles segment is represented by Tembo e-LV B.V. (“Tembo”), a Netherlands-based specialist battery-electric and off-road vehicle company delivering electric vehicles (“EVs”) for mining and other rugged industrial customers globally. Tembo also includes Tembo EV Pty Ltd, which launched the Tembo Tusker electric pickup truck in Australia and New Zealand, and Tembo Technologies Pty Ltd, which is developing an all-electric Jeepney for the Philippines transport market. For the year ended June 30, 2025, no revenue was recognized from Tembo Technologies Pty Ltd.
The Sustainable Energy Solutions (“SES”) segment involves the design, evaluation, sale, and implementation of renewable energy infrastructure to customers, both on a standalone basis and in support of Tembo EVs.
The Solar Development segment is represented by Caret LLC (“Caret”) in the United States, which now also includes the separate segment of Digital Assets, being digital revenue streams from digital asset mining activities.
The Corporate Office segment represents the Company’s corporate functions, including costs to maintain its Nasdaq public company listing, compliance with SEC reporting requirements, and investor relations activities, and is located in the United Kingdom.
| F-20 |
| Table of Contents |
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:
Schedule of geographical areas
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Australia | - | |||||||||||
| United States | - | - | ||||||||||
| Netherlands | - | |||||||||||
| Total revenues | ||||||||||||
Revenue by product and service is as follows:
Schedule of products and services
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Electrical products and related services | - | - | ||||||||||
| Digital asset revenue | - | - | ||||||||||
| Vehicle spec conversion | - | - | ||||||||||
| Conversion kits | ||||||||||||
| Accessories | - | - | ||||||||||
| Total revenues | ||||||||||||
The
Group had
| F-21 |
| Table of Contents |
| 4.2 | Operating segments |
| a) | Segment results of operations |
Results of operations by reportable segment are as follows:
Schedule of operating segments
| (US dollars in thousands) | Services | Development | Vehicles | Solutions | Office | Assets | Continuing | Services | Total | |||||||||||||||||||||||||||
| Continuing operations | Discontinued operations | |||||||||||||||||||||||||||||||||||
| Year Ended June 30, 2025 | Critical Power | Solar | Electric | Sustainable Energy | Corporate | Digital | Total | Critical Power | ||||||||||||||||||||||||||||
| (US dollars in thousands) | Services | Development | Vehicles | Solutions | Office | Assets | Continuing | Services | Total | |||||||||||||||||||||||||||
| Revenue from contracts with customers | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Costs of sales - other | - | - | ( | ) | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||
| Cost of sales - non-recurring events | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Gross profit | - | - | - | - | - | |||||||||||||||||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Other gains | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Other income | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Depreciation and amortization | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Restructuring and other non-recurring costs | ( | ) | - | ( | ) | ( | ) | - | ( | ) | - | ( | ) | |||||||||||||||||||||||
| Impairment costs | - | ( | ) | ( | ) | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||
| Finance expense - net | ( | ) | - | ( | ) | ( | ) | - | ( | ) | - | ( | ) | |||||||||||||||||||||||
| Profit/(loss) before income tax | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Income tax | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
30, 2024 (US dollars in | Critical Power | Solar | Electric | Sustainable Energy | Corporate | Total | Critical Power | |||||||||||||||||||||||||
| Continuing operations | Discontinued operations | |||||||||||||||||||||||||||||||
Year Ended June 30, 2024 | Critical Power | Solar | Electric | Sustainable Energy | Corporate | Total | Critical Power | |||||||||||||||||||||||||
| (US dollars in thousands) | Services | Development | Vehicles | Solutions | Office | Continuing | Services | Total | ||||||||||||||||||||||||
| Revenue from contracts with customers | - | - | - | - | ||||||||||||||||||||||||||||
| Costs of sales - other | ( | ) | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Gross profit | ( | ) | - | ( | ) | - | ||||||||||||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Other gains | - | - | ||||||||||||||||||||||||||||||
| Other income | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | - | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Restructuring and other non-recurring costs | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Impairment losses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Finance expense - net | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Profit/(loss) before income tax | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Income tax | ( | ) | - | ( | ) | - | ( | ) | - | ( | ) | |||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
30, 2023 (US dollars in | Critical Power | Solar | Electric | Sustainable Energy | Corporate | Total | Critical Power | |||||||||||||||||||||||||
| Continuing operations | Discontinued operations | |||||||||||||||||||||||||||||||
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 | Total | ||||||||||||||||||||||||
| Revenue from contracts with customers | - | - | - | |||||||||||||||||||||||||||||
| Costs of sales - other | ( | ) | - | ( | ) | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
| Cost of sales - non-recurring events | ( | ) | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||
| Gross profit | ( | ) | - | ( | ) | - | - | ( | ) | ( | ) | |||||||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Gain/(loss) on solar development | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Other income | - | - | - | |||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | - | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Restructuring and other non-recurring costs | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Impairment loss | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||
| Finance expense - net | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Profit/(loss) before income tax | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Income tax | ( | ) | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| F-22 |
| Table of Contents |
| b) | Segment net assets |
Net assets by reportable segment are as follows:
| As at June 30, 2025 | Critical Power | Solar | Electric | Sustainable Energy | Corporate | Digital | ||||||||||||||||||||||
| (US dollars in thousands) | Services | Development | Vehicles | Solutions | Office | Assets | Total | |||||||||||||||||||||
| Assets | 4 | |||||||||||||||||||||||||||
| Liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||||||
| Net assets/(liabilities) | ( | ) | ( | ) | ( | ) | 4 | |||||||||||||||||||||
| As at June 30, 2024 | Critical Power | Solar | Electric | Sustainable Energy | Corporate | |||||||||||||||||||
| (US dollars in thousands) | Services | Development | Vehicles | Solutions | Office | Total | ||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Liabilities | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Net assets/(liabilities) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| As at June 30, 2023 | Critical Power | Solar | Electric | Sustainable Energy | Corporate | |||||||||||||||||||
| (US dollars in thousands) | Services | Development | Vehicles | Solutions | Office | Total | ||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Liabilities | ( |
) | - | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||
| Net assets/(liabilities) | ( |
) | ||||||||||||||||||||||
| F-23 |
| Table of Contents |
5. Other gains
Schedule of gain (loss) on sale of assets
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Australian solar projects | - | |||||||||||
| Other gains | - | |||||||||||
| Total other gains | ||||||||||||
6. Other income
There
is
7. Operating profit/(loss)
Operating profit/(loss) from continuing operations is stated after charging/(crediting):
Schedule of other operating income
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Amortization of intangible assets | ||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||
| Auditors’ remuneration - audit fees | ||||||||||||
| Auditors’ remuneration - tax services | - | - | ||||||||||
| Directors’ emoluments | ||||||||||||
| Other losses/(gains) | ( | ) | ( | ) | ( | ) | ||||||
8. Restructuring and other non-recurring costs
Schedule of restructuring expenses
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Corporate restructuring - professional fees | - | - | ||||||||||
| Corporate restructuring - litigation provision | - | - | ||||||||||
| Fiscal provision | ||||||||||||
| Gain on effectuation of DOCA | ( |
) | - | - | ||||||||
| Remediation | - | - | ( |
) | ||||||||
| Acquisition related and other costs | ||||||||||||
| Total | ||||||||||||
In
the year ended June 30, 2025, the Company has setup a provision relating to the ongoing dispute with a prior client, Accès
Industriel in Canada for the settlement of $
In
the year ended June 30, 2025, the Company incurred non-recurring costs of $
In
the year ended June 30, 2023, a provision of $
Also, in FY24 HMRC cancelled the VAT registration of VivoPower International Services Ltd (“VISL”) due to outstanding payments. Post year end VISL has lodged a formal appeal with HMRC. Should this appeal fail we then plan to insist on a Tribunal hearing.
Additionally, post year end both PLC and VISL have engaged a UK based legal firm specializing in solving VAT issues with HMRC.
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.
| F-24 |
| Table of Contents |
9. Staff numbers and costs
The average number of employees (including directors) during the period was:
Schedule of average number of employee
| 2025 | 2024 | 2023 | ||||||||||
| Year Ended June 30 | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Sales and Business Development | ||||||||||||
| Central Services and Management | ||||||||||||
| Production | ||||||||||||
| Total | ||||||||||||
Their aggregate remuneration costs comprised:
Schedule of aggregate remuneration costs
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Salaries, wages and incentives | ||||||||||||
| Social security costs | ||||||||||||
| Pension contributions | ||||||||||||
| Short-term compensated absences | ||||||||||||
| Total | ||||||||||||
Directors’
emoluments for the year ended June 30, 2025 were $
Key Management Personnel:
Schedule of key management personnel expenses
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Salaries, wages and incentives | ||||||||||||
| Social security costs | - | |||||||||||
| Pension contributions | ||||||||||||
| Total | ||||||||||||
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, 2025 was
10. Finance income and expense
Schedule of finance income and expense
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Finance income | ||||||||||||
| Foreign exchange gain | ||||||||||||
| Interest income | ||||||||||||
| Total finance income | ||||||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Finance expense | ||||||||||||
| Related party loan interest payable | ||||||||||||
| Preference shares interest payable | ||||||||||||
| Convertible Warrants | ||||||||||||
| Lease liability interest payable | ||||||||||||
| Bank interest payable | ) | |||||||||||
| Foreign exchange losses | ||||||||||||
| Other finance costs | ||||||||||||
| Total finance expense | ||||||||||||
| F-25 |
| Table of Contents |
11. Taxation
| (a) | Tax (charge)/credit |
Schedule of income tax expenses
| (US dollars in thousands) | Continuing | Discontinued | Total | Continuing | Discontinued | Total | Continuing | Discontinued | Total | |||||||||||||||||||||||||||
| Year Ended June 30 | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| (US dollars in thousands) | Continuing | Discontinued | Total | Continuing | Discontinued | Total | Continuing | Discontinued | Total | |||||||||||||||||||||||||||
| Current tax | ||||||||||||||||||||||||||||||||||||
| UK corporation tax | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Foreign tax | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Total current tax | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||
| Deferred tax | ||||||||||||||||||||||||||||||||||||
| Current year | ||||||||||||||||||||||||||||||||||||
| UK tax | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Foreign tax | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||
| Total deferred tax | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||
| Total income tax | - | ( | ) | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
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.
Schedule of reconciliation of accounting profit multiplied by applicable tax rates
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Loss before income tax before continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Group weighted average corporation tax rate | % | % | % | |||||||||
| Tax at standard rate | ||||||||||||
| Effects of: | ||||||||||||
| Expenses that are not deductible for tax purposes | - | - | - | |||||||||
| Deferred tax assets not recognized on tax losses | ( | ) | ( | ) | ( | ) | ||||||
| Total income tax from continuing operation for the period recognized in the | ||||||||||||
| Consolidated Statements of Comprehensive Loss | ( | ) | ( | ) | ||||||||
| (b) | Deferred tax |
Schedule of deferred tax
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Deferred tax assets | ||||||||||||
| Deferred tax liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net deferred tax asset | ||||||||||||
| F-26 |
| Table of Contents |
The deferred tax assets are analyzed as follows:
Schedule of deferred tax assets and liabilities
| Deferred tax assets | Tax losses | Other timing differences | Total | |||||||||
| June 30, 2022 | ||||||||||||
| Credit to comprehensive income | ||||||||||||
| June 30, 2023 | ||||||||||||
| Charged to comprehensive income | ( | ) | ( | ) | ( | ) | ||||||
| June 30, 2024 | - | |||||||||||
| Charged to comprehensive income | - | |||||||||||
| June 30, 2025 | - | |||||||||||
The deferred tax liabilities are analyzed as follows:
| Deferred tax liabilities | Accelerated allowances | Other timing differences | Total | |||||||||
| June 30, 2022 | - | ( | ) | ( | ) | |||||||
| Charged to comprehensive income | - | ( | ) | ( | ) | |||||||
| June 30, 2023 | - | ( | ) | ( | ) | |||||||
| Charged to comprehensive income | - | ( | ) | ( | ) | |||||||
| June 30, 2024 | - | ( | ) | ( | ) | |||||||
| Deferred tax assets liabilities, beginning balance | - | ( | ) | ( | ) | |||||||
| Charged to comprehensive income | - | |||||||||||
| June 30, 2025 | - | ( | ) | ( | ) | |||||||
| Deferred tax assets liabilities, ending balance | - | ( | ) | ( | ) | |||||||
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. Property, plant and equipment
Schedule of 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, 2022 | ||||||||||||||||||||||||
| Reclassifications/corrections | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Foreign exchange | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Additions | ||||||||||||||||||||||||
| Charge for the year | ||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | |||||||||||||
| At June 30, 2023 | ||||||||||||||||||||||||
| Reclass to assets held for sale1 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Foreign exchange | - | - | ( | ) | ( | ) | ||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | |||||||||||||
| At June 30, 2024 | - | |||||||||||||||||||||||
| Foreign Exchange | - | - | ||||||||||||||||||||||
| Additions | - | |||||||||||||||||||||||
| Disposals | - | - | - | - | - | - | ||||||||||||||||||
| At June 30, 2025 | - | |||||||||||||||||||||||
| F-27 |
| Table of Contents |
| (US dollars in thousands) | Computer Equipment | Motor Vehicles | Plant & Equipment | Fixtures & Fittings | Right-of-Use Assets | Total | ||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||
| At June 30, 2022 | ||||||||||||||||||||||||
| Reclassifications/corrections | - | - | - | - | ( |
) | ( |
) | ||||||||||||||||
| Foreign exchange | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Charge for the year | ||||||||||||||||||||||||
| Disposals | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| At June 30, 2023 | ||||||||||||||||||||||||
| Reclass to assets held for sale1 | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Foreign exchange | ( |
) | ( |
( |
- | ( |
) | ( |
) | |||||||||||||||
| Charge for the year | ||||||||||||||||||||||||
| Disposals | ( |
) | ( |
) | ( |
) | - | ( |
) | ( |
) | |||||||||||||
| At June 30, 2024 | - | |||||||||||||||||||||||
| Beginning Balance | - | |||||||||||||||||||||||
| Foreign Exchange | - | - | ||||||||||||||||||||||
| Charge for the year | - | |||||||||||||||||||||||
| Impairment | - | - | - | |||||||||||||||||||||
| At June 30, 2025 | - | |||||||||||||||||||||||
| Ending Balance | - | |||||||||||||||||||||||
| Net book value | Computer Equipment | Motor vehicles | Plant & Equipment | Fixtures & Fittings | Right-of-Use Assets | Total | ||||||||||||||||||
| At June 30, 2023 | ||||||||||||||||||||||||
| At June 30, 2024 | - | - | ||||||||||||||||||||||
| At June 30, 2025 | - | |||||||||||||||||||||||
| Ending Balance | - | |||||||||||||||||||||||
| 1. |
13. Intangible assets
Schedule of intangible assets
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Goodwill | ||||||||||||
| Other intangible assets | ||||||||||||
| Total | ||||||||||||
| a) | Goodwill |
Schedule of goodwill
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| As at July 1 | ||||||||||||
| Reclassification to held for sale assets | - | - | - | |||||||||
| Impairment losses | - | ( | ) | - | ||||||||
| Foreign exchange | ( | ) | ||||||||||
| Carrying value | ||||||||||||
| F-28 |
| Table of Contents |
| b) |
The carrying amounts of goodwill by Cash Generating Unit (“CGU”) are as follows:
Schedule of carrying amounts of goodwill cash generating unit
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Aevitas O Holdings Limited (allocated to the Critical Power Services segment) | - | - | ||||||||||
| VivoPower Pty Ltd (allocated to the Solar Development segment) | - | - | ||||||||||
| Tembo (allocated to the Electric Vehicle segment) | ||||||||||||
| Total | ||||||||||||
| Goodwill | ||||||||||||
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.
Following the sale of Kenshaw Electric on July 2, 2024, the CGU represented by Aevitas (being Critical Power Services) was written off as no longer being capable of being recovered from ongoing operations.
With the sale of Kenshaw and the writing off of all goodwill and intangibles, it was then required to affect a similar write-off of the goodwill and intangibles held by VIWR AU Pty Ltd (VIWR AU) as also no longer capable of being recovered. On July 5, 2024 following a detailed internal review of VIWR AU it was decided to place it into Voluntary Administration, hence requiring the final write off of all VIWR AU’s goodwill and intangibles held in other subsidiaries.
The
intangibles represented by Tembo e-LV and its subsidiaries was assessed to have a value in excess of its carrying value. Key assumptions
used in the assessment of impairment were a discount rate based on the weighted average cost of capital of
We
conducted a sensitivity analysis to evaluate the impact of changes in key assumptions on the impairment testing for Tembo. As part of
this, a sensitivity table was prepared using discount rates (WACC) of up to
In reviewing past performance and lack of Revenues we have analyzed the following;
| ● | Supply Chain issues relating to limited cash flows to procure components | |
| ● | Staffing issues relating to the changing nature of our R&D activities | |
| ● | Moving from Design to Test and potential rework | |
| ● | Customer appetite to place orders and commit | |
| ● | Customer acceptance of our revised Terms of Trade | |
| ● | Now aligned with what other EV Conversion Kits suppliers are requiring | |
| ● | Supplier’s capability to deliver the volumes we believe we can sell | |
| ● | Tembo’s ability to train and support the early adopters of our kits |
The cash-generating unit (CGU) represented by the Caret solar projects (TX75 and TX341) was assessed to be impaired in FY25, resulting in the recognition of an impairment charge.
| F-29 |
| Table of Contents |
| (b) | Other intangible assets |
Schedule of 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, 2022 | ||||||||||||||||||||||||||||
| Foreign exchange | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||
| Additions | - | - | - | |||||||||||||||||||||||||
| Disposals | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| At June 30, 2023 | ||||||||||||||||||||||||||||
| Foreign exchange | ( | ) | - | ( | ) | - | ( | ) | ||||||||||||||||||||
| Additions | - | - | - | - | ||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||||||
| Other intangible assets, Cost | ||||||||||||||||||||||||||||
| Foreign exchange | - | - | - | |||||||||||||||||||||||||
| Additions | - | - | - | - | - | |||||||||||||||||||||||
| Amortization | ||||||||||||||||||||||||||||
| Impairment | ||||||||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||||
| Other intangible assets, Cost | ||||||||||||||||||||||||||||
| Amortization and Impairment | Customer Relationships | Trade Names | Favorable Supply Contracts | Solar Projects | Product Development | Other | Total | |||||||||||||||||||||
| At June 30, 2022 | - | |||||||||||||||||||||||||||
| Foreign exchange | ( | ) | ( | ) | ( | ) | - | - | ( | |||||||||||||||||||
| Amortization | - | - | ||||||||||||||||||||||||||
| Disposals | - | - | - | - | - | - | - | |||||||||||||||||||||
| At June 30, 2023 | - | |||||||||||||||||||||||||||
| Foreign exchange | ( | ) | ( | ) | - | ( | ) | - | ||||||||||||||||||||
| Amortization | - | - | ||||||||||||||||||||||||||
| Impairment | - | - | ||||||||||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||||||
| Other intangible assets, Amortization | ||||||||||||||||||||||||||||
| Foreign exchange | - | - | - | |||||||||||||||||||||||||
| Amortization | - | - | - | |||||||||||||||||||||||||
| Impairment | - | - | - | - | - | |||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||||
| Other intangible assets, Amortization | ||||||||||||||||||||||||||||
| Net book value | Customer Relationships | Trade Names | Favorable Supply Contracts | Solar Projects | Product Development | Other | Total | ||||||||||||||||||||||
| At June 30, 2023 | - | ||||||||||||||||||||||||||||
| At June 30, 2024 | - | - | |||||||||||||||||||||||||||
| At June 30, 2025 | - | - | - | ||||||||||||||||||||||||||
| Other Intangible Assets | - | - | - | ||||||||||||||||||||||||||
Customer
relationships and trade names have an average remaining period of amortization of
Additions
for the year ended June 30, 2025 comprise of $
| F-30 |
| Table of Contents |
14. Investment in subsidiaries
The principal operating undertakings in which the Group’s interest at June 30, 2025 is 20% or more are as follows:
Schedule of investments in subsidiaries
| Subsidiary Undertakings | Percentage
of shares held |
Registered address | ||
| VivoPower International Services Limited | ||||
| VivoPower USA, LLC | ||||
| VivoPower US-NC-31, LLC | ||||
| VivoPower US-NC-47, LLC | ||||
| VivoPower (USA) Development, LLC | ||||
| Caret, LLC (formerly Innovative Solar Ventures I, LLC) | ||||
| Caret Decimal, LLC | ||||
| VIWR AU Pty Ltd (formerly VivoPower Pty Ltd) | ||||
| Aevitas O Holdings Pty Ltd | ||||
| Aevitas Group Limited | ||||
| Aevitas Holdings Pty Ltd | ||||
| Electrical Engineering Group Pty Limited | ||||
| Kenshaw Solar Pty Ltd (formerly J.A. Martin Electrical Pty Limited) | ||||
| KESW EL Pty Ltd (formerly Kenshaw Electrical Pty Limited) | ||||
| Tembo Technologies Pty Ltd (formerly Tembo EV Australia Pty Ltd) | ||||
| Tembo EV Pty Ltd | ||||
| TemboDrive Pty Ltd | ||||
| VivoPower Philippines Inc. | ||||
| VivoPower RE Solutions Inc. | ||||
| V.V.P. Holdings Inc.* | ||||
| Tembo e-LV B.V. | ||||
| Tembo 4x4 e-LV B.V. | ||||
| FD 4x4 Centre B.V. | ||||
| Tembo Group B.V (Formerly Tembo EUV Solutions B.V) | ||||
| Tembo EUV Solutions FZCO | ||||
| Tembo EUV Investment Corporation Ltd |
| * |
15. Cash and cash equivalents
Schedule of cash and cash equivalents
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Cash at bank and in hand | ||||||||||||
The credit ratings of the counterparties with which cash was held are detailed in the table below.
Schedule of credit risk exposure
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| A+ | ( |
) | ||||||||||
| A | - | - | - | |||||||||
| A- | - | - | ||||||||||
| AA- | ||||||||||||
| Total | ||||||||||||
| F-31 |
| Table of Contents |
16. Restricted cash
Schedule of restricted cash
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Bank guarantee security deposit | ||||||||||||
At
June 30, 2025, there is a total of $
17. Trade and other receivables
Schedule of trade and other receivables
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Current receivables | ||||||||||||
| Trade receivables | - | - | ||||||||||
| Contract assets | ||||||||||||
| Other current assets | ||||||||||||
| Prepayments | ||||||||||||
| Other receivables | ||||||||||||
| Current tax receivable | - | - | ||||||||||
| Total | ||||||||||||
Other
receivables at June 30, 2025 include receivables from investors amounting to $
Other
receivables as of June 30, 2024, include receivables from investors amounting to $
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:
Schedule of analysis of trade receivables
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Trade receivables | - | - | ||||||||||
| Less: credit note provision | - | - | - | |||||||||
| Total | - | - | ||||||||||
The maximum exposure to credit risk for trade receivables by geographic region was:
Schedule of maximum exposure to credit risk for trade receivables
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Australia | - | - | ||||||||||
| Netherlands | - | - | ||||||||||
| Total | - | - | ||||||||||
| Trade receivables by geographic region | - | - | ||||||||||
The aging of the trade receivables, net of is:
Schedule of aging of the trade receivables, net of provisions
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| 0-90 days | - | - | ||||||||||
| Greater than 90 days | - | - | ||||||||||
| Total | - | - | ||||||||||
| Trade receivables, net | - | - | ||||||||||
| F-32 |
| Table of Contents |
18. Inventory
Schedule of inventory
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Raw materials | ||||||||||||
| Total | ||||||||||||
19. Assets classified as held for sale
Schedule of assets held for sale
| (US dollars in thousands) | % Owned | 2025 | 2024 | 2023 | ||||||||||||
| Year Ended June 30 | ||||||||||||||||
| (US dollars in thousands) | % Owned | 2025 | 2024 | 2023 | ||||||||||||
| KESW EL Pty Ltd (formerly Kenshaw Electrical Pty Ltd) | - | - | ||||||||||||||
| Total | - | - | ||||||||||||||
| Assets held for sale | - | - | ||||||||||||||
The
ex-power and critical supply operations of Kenshaw Electrical Pty Ltd were sold on July 2, 2024. As disclosed in note 20, the assets
and liabilities of the disposed operation met the definition of discontinued operation under IFRS 5 at June 30, 2024. Accordingly, assets
and liabilities of the discontinued operation were reclassified to assets and liabilities held for sale as at June 30, 2024. As detailed
in note 20, assets held for sale of $
20. Discontinued operations
On
July 2, 2024, Kenshaw Electrical Pty Ltd was sold for a consideration of $
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, 2025, 2024 and 2023:
Schedule of financial performance and cash flow information
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Revenues | - | |||||||||||
| Cost of sales | - | ( | ) | ( | ) | |||||||
| Expenses | ( | ) | ( | ) | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||||||
| Income tax expense | - | - | ||||||||||
| Gain/(loss) from discontinued operations | ( | ) | ( | |||||||||
| Net cash inflow/(outflow) from operating activities | ( | ) | ( | ) | ||||||||
| Net cash inflow/(outflow) from investing activities | - | - | ||||||||||
| Net cash inflow/(outflow) from financing activities | - | - | ||||||||||
| Net increase in cash generated by subsidiary | ( | ) | ( | ) | ||||||||
| F-33 |
| Table of Contents |
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, 2025, 2024 and 2023;:
Schedule of assets and liabilities held for sale and discontinued operations
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Assets classified as held for sale | - | |||||||||||
| Trade and other receivables | - | - | ||||||||||
| Inventories | - | |||||||||||
| Property, plant and equipment | - | - | ||||||||||
| Goodwill | - | - | ||||||||||
| Intangible assets | - | - | - | |||||||||
| Deferred tax assets | - | |||||||||||
| Total assets of disposal group classified as held for sale | - | - | ||||||||||
| Liabilities directly associated with assets classified as held for sale | ||||||||||||
| Trade and other payables | - | - | ||||||||||
| Current debt | - | - | ||||||||||
| Non-current debt | - | - | ||||||||||
| Lease liabilities - current | - | - | ||||||||||
| Lease liabilities - non-current | - | - | ||||||||||
| Total liabilities of disposal group classified as held for sale | - | - | ||||||||||
| Net assets/(liabilities) identified as held for sale | - | ( | ) | - | ||||||||
Schedule of consideration received or receivable
| Estimated gain on sale - Kenshaw Electrical Pty Ltd | USD | AUD | ||||||
| Consideration received or receivable | ||||||||
| Cash | ||||||||
| Purchase price | ||||||||
| Working capital adjustment | ( | ) | ( | ) | ||||
| Cash | ||||||||
| Fair value of contingent consideration | - | - | ||||||
| Less costs to sell | - | - | ||||||
| Total disposal consideration | ||||||||
| Estimated carrying amount of net assets/(liabilities) sold | ( | ) | ( | ) | ||||
| Estimated gain on sale as at June 30, 2024 | ||||||||
Disposal
consideration for the sale of Kenshaw Electrical Pty Ltd on July 2, 2024 comprised of cash purchase price, including completion working
capital adjustments of $
Disposal
consideration for the sale of Kenshaw Solar Pty Ltd on July 1, 2022, comprised cash purchase price, including completion working capital
adjustments of $
Schedule of reconciliation of adjusted loss on sale
| Reconciliation of adjusted loss on sale - Kenshaw Electrical | USD 000 | AUD 000 | ||||||
| Gain on sale - as estimated at June 30, 2024 | ||||||||
| Cash consideration adjustment | - | - | ||||||
| Fair value of contingent consideration adjustment | - | - | ||||||
| Cost to sell adjustment | ||||||||
| Carrying amount of net assets sold adjustment | - | - | ||||||
| Loss on sale reported in year ended June 30, 2024 | ||||||||
| Reconciliation of adjusted loss on sale – Kenshaw Solar Pty Ltd | USD 000 | AUD 000 | ||||||
| Gain on sale - as estimated at June 30, 2022 | ||||||||
| Cash consideration adjustment | ||||||||
| Fair value of contingent consideration adjustment | ( | ) | ( | ) | ||||
| Cost to sell adjustment | ( | ) | ( | ) | ||||
| Carrying amount of net assets sold adjustment | ( | ) | ( | ) | ||||
| Loss on sale reported in year ended June 30, 2023 | ( | ) | ( | ) | ||||
| F-34 |
| Table of Contents |
21. Trade and other payables
Schedule of trade and other payables
| Year Ended June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Current trade and other payables | ||||||||||||
| Trade payables | ||||||||||||
| Shares to be issued | ||||||||||||
| Accruals | ||||||||||||
| Related party payable | - | - | - | |||||||||
| Payroll liabilities | ||||||||||||
| Sales tax payable | - | - | ||||||||||
| Deferred income | ||||||||||||
| Other creditors | ||||||||||||
| Total current trade and other payables | ||||||||||||
| Non-current other payables | ||||||||||||
| Non-current accrued interest | - | |||||||||||
| Non-current accrued loan and other fees | - | |||||||||||
| Total non-current other payables | - | |||||||||||
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 fulfills its performance obligations under the contract.
Non-current accrued interest relates to interest on AWN related party loans. As of June 30, 2025, a portion of the interest are classified under noncurrent assets as they are due beyond 1 year. All falling due within the next year are then classified as current in “Accruals” line item under Current trade and other payables.
22. Provisions
Schedule of provisions
| As at June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Current provisions | ||||||||||||
| Employee entitlements | ||||||||||||
| Fiscal | ||||||||||||
| Litigation | - | |||||||||||
| Warranty | - | - | ||||||||||
| Total current provisions | ||||||||||||
| Non-current provisions | ||||||||||||
| Employee entitlements | ||||||||||||
| Litigation | - | - | ||||||||||
| Total non-current provisions | ||||||||||||
| Total provisions | ||||||||||||
| F-35 |
| Table of Contents |
In
the year ended June 30, 2025, the Company has setup a provision relating to the ongoing dispute with a prior client, Accès Industriel
in Canada for the settlement of $
In
the year ended June 30, 2025, the Company also incurred non-recurring costs of $
In
our FY23 accounts, a provision of $
Also, in FY24 HMRC cancelled the VAT registration of VivoPower International Services Ltd (VISL) due to outstanding payments. Post year end VISL has lodged a formal appeal with HMRC. Should this appeal fail we then plan to insist on a Tribunal hearing.
Additionally, post-year end both PLC and VISL have engaged a UK based legal firm specializing in solving VAT issues with HMRC.
Warranty provisions in Australia relate to the servicing of generators and is based on a percentage of revenue generated. For FY24, this provision is no longer required as the acquirer of Kenshaw has taken responsibility for this.
Employee entitlements during the year include provisions for annual leave.
Schedule of other provisions
| (US dollars in thousands) | Employee Entitlements | Remediation | Fiscal | Litigation | Warranty | Total | ||||||||||||||||||
| At June 30, 2023 | - | - | ||||||||||||||||||||||
| Foreign exchange | - | - | - | |||||||||||||||||||||
| Additional provisions | - | - | ||||||||||||||||||||||
| Disposals and transfers to assets held for sale | ( | ) | - | - | - | ( | ) | ( | ) | |||||||||||||||
| At June 30, 2024 | - | - | ||||||||||||||||||||||
| Balance | - | - | ||||||||||||||||||||||
| Foreign exchange | ( | ) | - | - | - | - | ( | ) | ||||||||||||||||
| Additional provisions | - | - | ||||||||||||||||||||||
| Provisions utilized | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||
| At June 30, 2025 | - | - | ||||||||||||||||||||||
| Balance | - | - | ||||||||||||||||||||||
| F-36 |
| Table of Contents |
23. Loans and borrowings
Schedule of loans and borrowings
| As at June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Current liabilities | ||||||||||||
| Debtor invoice financing | ||||||||||||
| Lease liabilities | - | |||||||||||
| Shareholder loans | ||||||||||||
| Chattel mortgage | - | - | ||||||||||
| Bank loan | - | - | ||||||||||
| Total | ||||||||||||
| Current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Lease liabilities | - | |||||||||||
| Shareholder loan | ||||||||||||
| Chattel mortgage | - | - | ||||||||||
| Total | ||||||||||||
| Non-current liabilities | ||||||||||||
| Total | ||||||||||||
Debtor invoice financing
In
FY23, a new facility with a limit of AU$
Shareholder loans
On
June 30, 2021, the Company agreed a refinancing of its existing $
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
(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 $
(iii)
to increase the interest rate and line fee to
(iv)
the initial refinancing fee of $
(v)
a new fixed facility extension fee of $
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
(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 $
(iii)
to extend the increased interest rate and line fee of
(iv)
to extend the initial refinancing fee accruing incrementally at
(v)
to defer the repayment date of the previous fixed facility extension fee of $
(vi)
In addition to previously agreed refinancing fees, an additional $
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 $
| F-37 |
| Table of Contents |
(ii)
upon completion by VivoPower International PLC of a qualifying liquidity event of at least $
a)
proceeds from $
b)
proceeds from $
c)
proceeds $
(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
On
June 30, 2024, VivoPower amended its shareholder loan financing agreement with AWN. The loan includes a facility limit of $
We also conducted an assessment in accordance with IFRS 9 to evaluate the novation of the loan. We concluded that there was no substantial modification in the net present value of the loan.
Short-term loans
In
December 2021, a short term loan of $
On
February 22, 2022, a short term $
On
December 22, 2022, a short term $
| F-38 |
| Table of Contents |
In
February and March 2023, further short-term loans of AU$
On
June 30, 2024, VivoPower amended its shareholder loan financing agreement with AWN. The loan includes a facility limit of $
Lease liabilities
Lease
liabilities have increased during the year by $
The obligations under lease liabilities are as follows:
Schedule of obligations under lease liabilities
| Minimum Lease Payments | Present Value of Minimum Lease Payments | |||||||||||||||||||||||
| As at June 30 | As at June 30 | |||||||||||||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||
| Amounts payable under lease liabilities: | ||||||||||||||||||||||||
| Less than one year | - | - | ||||||||||||||||||||||
| Later than one year but not more than five | - | - | ||||||||||||||||||||||
| - | - | |||||||||||||||||||||||
| Future finance charges | ( | ) | - | ( | ) | - | - | - | ||||||||||||||||
| Total lease obligations | - | - | ||||||||||||||||||||||
24. Called up share capital
Schedule of allotted called up and fully paid
| As at June 30 | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Allotted, called up and fully paid | ||||||||||||
| Ordinary shares of $ | $ | $ | $ | |||||||||
| Number allotted | ||||||||||||
| Ordinary shares of $ | $ | $ | $ | |||||||||
| Ordinary shares | $ | $ | $ | |||||||||
At
the Company’s last Annual General Meeting on December 28, 2023, the Directors were given new authority to allot shares up to
an aggregate nominal amount of $
Movements in Ordinary Shares:
Schedule of movements in ordinary shares
| Shares No. | Par value USD 000 | Share premium USD 000 | Total USD 000 | |||||||||||||
| At June 30, 2023 | ||||||||||||||||
| Capital raises 1 | ||||||||||||||||
| Employee share scheme issues | ||||||||||||||||
| Reverse stock split2 | ( | ) | - | - | - | |||||||||||
| At June 30, 2024 | ||||||||||||||||
| Capital raises 1 | ||||||||||||||||
| Other share issuances3 | ||||||||||||||||
| Equity instruments - warrants4 | - | - | ||||||||||||||
| At June 30, 2025 | ||||||||||||||||
| 1 |
During
the year ended June 30, 2024, the company issued
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,
In
a concurrent private placement, the Company agreed to issue to the investor, Series A Warrants exercisable for an aggregate of
Each share has the same right to receive dividends and repayment of capital and represent 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.
| |
| 2 |
| |
| 3 |
| 4 |
| ● | Navinder Singh: | |
| The
Company issued | ||
| ● | Suneet Wadha: | |
| The
Company issued |
| F-39 |
| Table of Contents |
25. Other reserves
Schedule of changes in other reserves
| (US dollars in thousands) | Preference shares 1 | Shares pending issue | Capital raising costs 2 | Equity incentive costs 3 | Share awards issuance 3 | Foreign exchange | Total | |||||||||||||||||||||
| At June 30, 2022 | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
| Interest on equity instruments | - | - | - | - | - | |||||||||||||||||||||||
| Equity instruments payments | ( | ) | - | - | - | - | - | ( | ) | |||||||||||||||||||
| Capital raising costs | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Equity incentives cost less shares issued | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||
| Other movements | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| At June 30, 2023 | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
| Interest on equity instruments | - | - | - | - | - | |||||||||||||||||||||||
| Capital raising costs | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Equity incentives cost less shares issued | - | - | - | ( | ) | - | ||||||||||||||||||||||
| Other movements | - | - | - | - | - | |||||||||||||||||||||||
| At June 30, 2024 | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
| Interest on equity instruments | - | - | - | - | - | |||||||||||||||||||||||
| Capital raising costs | - | - | ( | ) | - | - | - | ( | ) | |||||||||||||||||||
| Equity incentives cost less shares issued | - | - | - | - | - | |||||||||||||||||||||||
| Other movements | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||
| At June 30, 2025 | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
| 1 |
| F-40 |
| Table of Contents |
| 2 |
| 3 |
Schedule of incentive plan
| Number of RSUs, PSUs and BSAs (thousands) | Weighted average grant date fair value $000 | |||||||
| Outstanding at June 30, 2023 | $ | |||||||
| Granted | ||||||||
| Vested/Settled | ( | ) | ( | ) | ||||
| Reverse stock split impact | ( | ) | ( | ) | ||||
| Forfeit | ( | ) | ( | ) | ||||
| Outstanding at June 30, 2024 | ||||||||
| Granted | ||||||||
| Vested | ( | ) | ( | ) | ||||
| Forfeit | - | - | ||||||
| Outstanding at June 30, 2025 | $ | |||||||
In
October 2023, the company implemented a
26. Loss per share
The loss and weighted average numbers of Ordinary Shares used in the calculation of loss per share are as follows:
Schedule of earnings (loss) and weighted average numbers of ordinary shares
| As at June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Loss for the year / period attributable to equity owners | ( | ) | ( | ) | ( | ) | ||||||
| Weighted average number of shares in issue (‘000s) | ||||||||||||
| Basic loss per share (dollars) | ( | ) | ( | ) | ( | ) | ||||||
| Diluted loss per share (dollars) | ( | ) | ( | ) | ( | ) | ||||||
On October 4, 2023, the Company announced a one-for-ten (1-10) reverse stock split and par value change of its Ordinary Shares which began trading on a post-split basis on October 6, 2023. The reverse stock split has been applied retrospectively to the prior years’ share figures for the purpose of calculating EPS.
27. Pensions
The
Company’s principal pension plan comprises the compulsory superannuation scheme in Australia, where the Company contributed
Schedule of pensions
| As at June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| VivoPower International Services | - | |||||||||||
| KESW EL Pty Ltd | - | |||||||||||
| Tembo EV Pty Ltd | - | - | ||||||||||
| Tembo Technologies Pty Ltd | - | - | ||||||||||
| Kenshaw Solar Pty Ltd | - | |||||||||||
| VIWR AU Pty Ltd | ||||||||||||
| Total Pension recognized in P&L | ||||||||||||
| F-41 |
| Table of Contents |
28. Financial instruments
Schedule of detailed information about financial instruments
| As at June 30 | ||||||||||||
| (US dollars in thousands) | 2025 | 2024 | 2023 | |||||||||
| Financial assets at amortized cost | ||||||||||||
| Trade and other receivables | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Restricted cash | ||||||||||||
| Total | ||||||||||||
| Financial liabilities at amortized cost | ||||||||||||
| Loans and borrowings | ||||||||||||
| Trade and other payables | ||||||||||||
| Total | ||||||||||||
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 $
The Group maintains near-term cash flow forecasts that enable it to identify its borrowing requirements so that remedial action can be taken if necessary.
As
part of the going concern assessment (explained earlier), we also reviewed the net current assets position as of 30 June 2025, which
amounted to $
With the upcoming cash requirements, the Company recently also embarked on a ‘Sum of the Parts’ exercise to identify undervalued assets and determine ways to monetize them separately. These efforts include, but are not limited to:
| ○ | Spinning
Tembo off independently via a SPAC, which has been valued at $ | |
| ○ | Energi
Holding’s acquisition of a | |
| ○ | Bringing forward the spin-off of the Caret portfolio; | |
| ○ | Further approaches to the market for the sale of VivoPower shares. |
| F-42 |
| Table of Contents |
| ○ | Working with potential investors, currently under NDA’s, to invest in both Tembo and VivoPower directly to take advantage of our current stock price. |
Contractual maturities of financial liabilities, including interest payments, are as follows:
Schedule of detailed information about the maturity of financial liabilities
| Year Ended June 30, 2025 | 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) | - | - | - | |||||||||||||||||
| Borrowings | - | - | ||||||||||||||||||
| Lease liabilities | - | |||||||||||||||||||
| Total | - | |||||||||||||||||||
| Year Ended June 30, 2024 | 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) | - | - | - | |||||||||||||||||
| Borrowings | - | |||||||||||||||||||
| Lease liabilities | - | - | - | - | - | |||||||||||||||
| Total | - | |||||||||||||||||||
| 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) | - | - | - | |||||||||||||||||
| Borrowings | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Total | ||||||||||||||||||||
(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.
(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, 2025:
| ● | Cash
and cash equivalents $ | |
| ● | Restricted
cash $ | |
| ● | Trade
and other receivables $ | |
| ● | Trade
and other payables $ |
Of
the total shareholder loan of $
| F-43 |
| Table of Contents |
(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.
29. Related party transactions
Arowana
Group Holdings Pty Ltd (AWN) is no longer the ultimate controlling party of VivoPower however it does retain significant influence. As
at June 30, 2025, AWN holds a
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. Mr. Chin recused himself from these activities to ensure there was no conflict of interest.
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
(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 $
(iii)
to extend the increased interest rate and line fee of
(iv)
to extend the initial refinancing fee accruing incrementally at
(v)
to defer the repayment date of the previous fixed facility extension fee of $
(vi)
In addition to previously agreed refinancing fees, an additional $
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 $
(ii)
upon completion by VivoPower International PLC of a qualifying liquidity event of at least $
a)
proceeds from $
b)
proceeds from $
c)
proceeds $
(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
On
June 30, 2024, VivoPower amended its shareholder loan financing agreement with AWN. The loan includes a facility limit of $
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In
December 2021, a short-term loan of $
On
February 22, 2022, a short-term $
On
December 22, 2022, a short-term $
In
February and March 2023, further short-term loans of AU$
On
June 30, 2024, VivoPower amended its shareholder loan financing agreement with AWN. The loan includes a facility limit of $
Mr.
Hui is paid fees of $
From
time to time, costs incurred by AWN on behalf of VivoPower are recharged to the Company. During the year ended June 30, 2025, $
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
Chairman’s
fees for Kevin Chin in the amount of £
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As
CEO, Mr. Chin is paid £
Mr.
Chin receives equity-based remuneration in relation to his involvement in leading the hyper-turnaround and hyperscaling program. Of the
On
November 26, 2021, Arowana Partners Group Pty Ltd (“APG”) provided a loan of $
In
August 2023, the Company received short-term funding from Arowana International UK Limited amounting to £
30. Subsequent events
Post the balance sheet date, VivoPower has announced several material developments:
On
July 1, 2025, the Company received a letter from Nasdaq confirming that VivoPower is now in compliance with Nasdaq Listing Rule 5550(b)(1),
which requires maintaining at least $
On
July 7, 2025, VivoPower commenced a shareholder loan financing retirement plan, authorizing an initial repayment to AWN Holdings Limited
in respect of the AWN shareholder loan. The unaudited balance of that loan was approximately $
On
July 22, 2025, VivoPower further strengthened its balance sheet by reducing liabilities by $
On July 24, 2025, VivoPower received notification from the Nasdaq Options Market that standardized options on its common stock (ticker symbol VVPR) will begin trading, effective July 25, 2025.
On October 22, 2025 the VivoPower’s independent directors agreed to issue
31. 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.
32. Ultimate controlling party
As
at June 30, 2025, AWN held a
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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FAQ
What did VVPR change in its Form 20-F/A amendment?
Who is VivoPower’s auditor for the year ended June 30, 2025?
Did PKF’s prior opinions for 2024 and 2023 include qualifications?
What going concern information was highlighted for VVPR?
What critical audit matters did Withum identify for 2025?
Did the amendment change any 2025 financial results?
