Form 20-F/A - Annual and transition report of foreign private issuers [Sections 13 or 15(d)]: [Amend]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)


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


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

For the fiscal year ended June 30, 2024


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


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

Commission File Number: 001-41891

Vast Renewables Limited

(Exact name of Registrant as specified in its charter)


Not Applicable (Translation of Registrant’s name into English)			Australia (Jurisdiction of incorporation or organization)

Suite 7.02, 124 Walker Street,

North Sydney, NSW 2060,

Australia

(Address of principal executive offices)

Alec Waugh, Suite 7.02

124 Walker Street,

North Sydney, NSW 2060,

Australia

+61 2 4072 2889

(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

Symbols

Name of each exchange on

which registered

Ordinary Shares, no par value

VSTE

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share

VSTEW

The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the company report: As of June 30, 2024, the issuer had 29,973,504 ordinary shares outstanding.

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

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 o No x

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

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

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

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	o	Accelerated filer	o
Non-accelerated filer	x	Emerging growth company	x

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. o

†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. o

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. o

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). o

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


			o			U.S. GAAP
			x			International Financial Reporting Standards as issued by the International Accounting Standards Board
			o			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 o Item 18 o

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 o No x

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EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 20-F for the year ended June 30, 2024, originally filed with the U.S. Securities and Exchange Commission on September 9, 2024 (the “Original Form 20-F”) is being by filed by Vast Renewables Limited (the “Company,” “we,” “us” or “our”) to amend Item 8, Item 17 and Item 18 to provide, pursuant to Rule 3-09 of Regulation S-X, separate unaudited financial statements of SiliconAurora Pty Ltd, for the year ended June 30, 2024 and audited financials for the years ended June 30, 2023 and 2022 because SiliconAurora Pty Ltd was significant under Rule 3-09 of Regulation S-X for the years ended June 30, 2023 and 2022, but not for the year ended June 30, 2024.

Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, we have included the entire text of Item 8, Item 17 and Item 18 of the Original Form 20-F in this Amendment. However, there have been no changes made to such items other than the changes stated in the immediately preceding paragraph. As required by Rule 12b-15, new certifications by our principal executive officer and principal financial officer are being filed or furnished, as applicable, as Exhibits 12.1, 12.2, 13.1 and 13.2 to this Amendment.

Except as otherwise expressly noted, this Amendment does not modify or update in any way (i) the consolidated financial position, the results of operations or cash flows of the Company, or (ii) the disclosures in or exhibits to the Original Form 20-F; nor does it reflect events occurring after the filing of the Original Form 20-F. Among other things, forward-looking statements made in the Original Form 20-F have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 20-F, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Original Form 20-F and any subsequent filings with the U.S. Securities and Exchange Commission.

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PART I

Item 8. Financial Information

A.Consolidated Statements and Other Financial Information

Financial Statements

See Item 18 of this Report for financial statements and other financial information.

Legal Proceedings

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not currently a party to any legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition and/or operations.

Dividend Policy

Subject to the Corporations Act, the Constitution and any special terms and conditions of issue, the Vast Directors may, from time to time, resolve to pay a dividend or declare any interim, special or final dividend as, in their judgement, the financial position of Vast justifies.

The Vast Directors may fix the amount, time and method of payment of the dividends. The payment, resolution to pay, or declaration of a dividend does not require any confirmation by a general meeting.

The Company has not paid any cash dividends on Ordinary Shares since the Capital Reorganization and currently has no plan to pay cash dividends on such securities in the foreseeable future. The Company has not identified a paying agent.

B.Significant Changes

None.

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PART III

Item 17. Financial Statements

We have provided consolidated financial statements pursuant to Item 18.

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Item 18. Financial Statements

INDEX TO FINANCIAL STATEMENTS


Vast						Page
Audited Consolidated Financial Statements
Report of independent registered public accounting firm (PricewaterhouseCoopers, Sydney, Australia, Auditor Firm ID: 1379)						F-2
Consolidated statements of profit or loss and other comprehensive income for the years ended June 30, 2024, 2023 and 2022						F-3
Consolidated statements of financial position as of June 30, 2024 and 2023						F-4
Consolidated statements of changes in equity for the years ended June 30, 2024, 2023 and 2022						F-5
Consolidated statements of cash flows for the years ended June 30, 2024, 2023 and 2022						F-6
Notes to the consolidated financial statements						F-7

The unaudited financial statements of SiliconAurora Pty Ltd for the year ended June 30, 2024 and audited financial statements of SiliconAurora Pty Ltd for the years ended June 30, 2023 and 2022 are included in pages F-58 – F-79 of this Amendment.

As presented herein, Vast publishes its consolidated financial statements in U.S. dollars. SiliconAurora publishes its financial statements in Australian dollars.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Vast Renewables Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Vast Renewables Limited and its subsidiaries (the “Company”) as of June 30, 2024 and 2023, and the related consolidated statements of profit or loss and other comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended June 30, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Substantial Doubt about the Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2b to the consolidated financial statements, the Company has incurred recurring losses from operations, incurred cash outflows from operating activities, has net liabilities at June 30, 2024, and is dependent on raising additional funding to pursue its growth strategy and meet the interest and principal payments on its outstanding debt obligations. The Company has stated that these events or conditions indicate that there is material uncertainty that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2b. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers

Melbourne, Australia

September 9, 2024

We have served as the Company’s auditor since 2022.

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VAST RENEWABLES LIMITED

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME


		Year Ended
	Note	June 30, 2024		June 30, 2023		June 30, 2022

		(In thousands of US Dollars, except per share amounts)
Revenue:
Revenue from customers	3	$	342	$	268	$	163
Grant revenue	4	—		651		1,754
Total revenue		342		919		1,917

Expenses:
Employee benefits expenses	5	5,274		2,984		2,756
Consultancy expenses	5	3,943		2,134		1,934
Administrative and other expenses	5	10,529		8,080		1,618
Share based listing expenses	25	106,055		—		—
Raw materials and consumables used	5	815		600		241
Depreciation expense		84		49		47
Finance costs, net		1,947		2,518		2,119
Share in loss of jointly controlled entities		206		254		10
(Gain)/loss on derivative financial instruments	22	164,935		(105)		3
Total expenses		293,787		16,514		8,728

Net loss before income tax		(293,445)		(15,595)		(6,811)
Income tax benefit	6	—		378		618
Net loss		(293,445)		(15,217)		(6,193)
Other comprehensive income that may be reclassified to profit or net loss in subsequent periods:
Gain on foreign currency translation	20	(402)		891		1,379
Total comprehensive loss for the year		$	(293,848)	$	(14,326)	$	(4,814)

Loss per share:
Basic loss per share	7	$	(17.50)	$	(7.08)	$	(2.88)
Diluted loss per share	7	$	(17.50)	$	(7.08)	$	(2.88)
Weighted-average number of common shares outstanding (in thousands):
Basic		16,764		2,149		2,149
Diluted		16,764		2,149		2,149

The accompanying notes form part of the consolidated financial statements

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VAST RENEWABLES LIMITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION


	Note	June 30, 2024		June 30, 2023

		(In thousands of US Dollars)
Assets
Current assets:
Cash and cash equivalents		$	11,081	$	2,060
Trade and other receivables	9	839		314
R&D tax incentive receivable		—		638
Prepaid expenses	8	1,887		44
Total current assets		13,807		3,056
Non-current assets:
Investment in joint venture accounted for using the equity method	14	1,065		1,300
Loans and advances to related parties		456		225
Property, plant and equipment		62		30
Right-of-use-assets		379		45
Total non-current assets		1,963		1,600
Total assets		$	15,770	$	4,656

Liabilities
Current liabilities:
Borrowings and other financial liabilities	13	$	—	$	19,812
Derivative financial instruments	22	—		18
Trade and other payables	11	5,157		5,622
Contract liabilities		—		2
Lease liabilities		134		26
Warrants liability	12	3,670		—
Deferred consideration payable	14	959		955
Provisions		314		183
Total current liabilities		10,235		26,618
Non-current liabilities:
Lease liabilities		299		28
Borrowings and other financial liabilities	13	12,821		7,134
Provisions		156		117
Derivative financial instruments	22	561		174
Total non-current liabilities		13,836		7,453
Total liabilities		$	24,071	$	34,071

Equity:
Issued capital	19	$	297,618	$	2,354
Share-based payment reserve	20	24,294		4
Foreign currency translation reserve	20	2,883		3,285
Capital contribution reserve	20	—		4,591
Accumulated losses	21	(333,094)		(39,649)
Total deficit		$	(8,300)	$	(29,415)
Total liabilities and equity		$	15,770	$	4,656

The accompanying notes form part of the consolidated financial statements

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VAST RENEWABLES LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


					Reserves
(In thousands of US Dollars)	Issued Capital		Share-based Payment Reserve		Capital Contribution		Foreign Currency Translation		Accumulated Losses		Total Equity/ (Deficit)
Notes	19		20		20		20		21
As of July 1, 2021	$	2,354	$	4	$	1,755	$	1,015	$	(18,239)	$	(13,111)
Loss for the year	—		—		—		—		(6,193)		(6,193)
Other comprehensive income	—		—		—		1,379		—		1,379
Modification of convertible notes, net of tax	—		—		1,697		—		—		1,697
As of June 30, 2022	$	2,354	$	4	$	3,452	$	2,394	$	(24,432)	$	(16,228)
Loss for the year	—		—		—		—		(15,217)		(15,217)
Other comprehensive income	—		—		—		891		—		891
Modification of convertible notes, net of tax	—		—		1,139		—		—		1,139
As of June 30, 2023	$	2,354	$	4	$	4,591	$	3,285	$	(39,649)	$	(29,415)
Loss for the year	—		—		—		—		(293,445)		(293,445)
Other comprehensive income	—		—		—		(402)		—		(402)
Share-based Compensation - earnout shares	—		24,290		—		—		—		24,290
Issuance of shares to employees	638		—		—		—		—		638
Conversion of debt to equity	208,800		—		(4,591)		—		—		204,209
Shares issued to acquire NETC	67,799		—		—		—		—		67,799
PIPE funding	17,506		—		—		—		—		17,506
Shares issued as settlement of transaction expenses	2,057		—		—		—		—		2,057
Transaction cost accounted for as a deduction from equity	(1,536)		—		—		—		—		(1,536)
As of June 30, 2024	$	297,618	$	24,294	$	—	$	2,883	$	(333,094)	$	(8,300)

The accompanying notes form part of the consolidated financial statements

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VAST RENEWABLES LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended June 30,
	2024		2023		2022

	(In thousands of US Dollars)
Cash from operating activities:
Net loss	$	(293,445)	$	(15,217)	$	(6,193)
Adjustments to net loss:
Share in loss of jointly controlled entities	206		254		10
Shares based listing expenses	106,055		—		—
Share based payment expense	1,694		—		—
Depreciation and amortization expense	84		49		47
Non-cash finance costs recognised in profit or loss	2,046		2,518		2,118
Unrealised (gain)/loss on derivative financial instruments	164,935		(105)		3
Deferred income tax expense/(benefit)	—		(378)		(618)
Changes in operating assets and liabilities:
Decrease/(Increase) in trade and other receivable	(525)		(233)		68
(Increase)/decrease in prepayments	(1,843)		(13)		(28)
(Increase)/decrease in tax incentive receivable	638		76		35
Increase/(decrease) in trade and other payables	(19,126)		4,079		1,149

Deferred income	—		—		(1,037)

Increase/(decrease) in contract liabilities	2		(102)		104
Increase in provisions	170		66		17
Foreign exchange differences	(1,200)		(45)		215
Net cash (used) in operating activities	$	(40,309)	$	(9,051)	$	(4,110)
Cash flows from investing activities:
Acquisition of interest in joint venture	—		—		(67)
Interest received	98		9		1
Loans and advances paid to related parties	(227)		(144)		(43)
Purchases of property, plant and equipment	(115)		(33)		(15)
Net cash used in investing activities	$	(244)	$	(168)	$	(124)
Cash flows from financing activities:
Payment of deferred consideration	—		(607)		—
Proceeds from borrowings and other financial liabilities	40,285		11,515		1,838
Proceeds from Capital Reorganisation	9,203		—		—
Increase/(decrease) in lease liabilities	45		(37)		(45)
Net cash generated by financing activities	$	49,533	$	10,871	$	1,793

Net increase/(decrease) in cash and cash equivalents	8,979		1,652		(2,441)
Effect of exchange rate changes on cash	42		(15)		(234)
Cash and cash equivalents at the beginning of the year	2,060		423		3,098
Cash and cash equivalents at the end of the year	$	11,081	$	2,060	$	423

See Note 27 – Cash Flow Information for non-cash financing and investing activities.

The accompanying notes form part of the consolidated financial statements

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(1) General information

The consolidated financial statements are comprised of Vast Renewables Limited (formerly Vast Solar Pty Ltd) and the entities it controls. Unless the context requires otherwise, references in this report to “we,” “us,” “our,” “the Company,” or “Vast” mean Vast Renewables Limited and the entities it controls.

Vast is an Australian public company limited by shares. We are a leading renewable energy company that has developed concentrated solar power (CSP) systems to generate, store and dispatch carbon free, utility-scale electricity and industrial heat, and to enable the production of green fuels. Our unique approach to CSP utilizes a proprietary, modular sodium loop to efficiently capture and convert solar heat into these end products. Our vision is to provide continuous carbon-free energy globally by deploying our CSP technology and complementary technologies (e.g., intermittent solar PV and wind) to deliver renewable and dispatchable electricity, heat and storage on a continuous basis. We believe our CSP technology is capable of providing competitive, dispatchable and carbon-free power for on- and off-grid power generation applications, energy storage, process heat, and has the potential to unlock green fuels production.

Vast’s registered office and principal place of business is as follows:

Suite 7.02, 124 Walker Street

North Sydney

NSW 2060

The consummation of the Capital Reorganisation with Nabors Energy Transition Corp. (“NETC”) on December 18, 2023 (the “Closing Date”) as provided in Note 25 – Capital reorganization (the “SPAC Merger”), is accounted for as a capital reorganization. The Capital Reorganisation, which is not within the scope of IFRS 3 as NETC does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. As such, the Capital Reorganisation was achieved with the Company issuing ordinary shares ("Ordinary Shares") to NETC shareholders in exchange for the net liabilities of NETC ($11.2 million) as of the Closing Date, accompanied by a share recapitalization. The net liabilities of NETC are stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of the Company’s Ordinary Shares issued considering a fair value of the Ordinary Shares of $11.99 per share (price of Ordinary Shares at the Closing Date) over the fair value of NETC’s identifiable net liabilities acquired represents compensation for the service of a share exchange listing for its shares and is expensed as incurred (“share based listing expense”) and further details of share based listing expense is provided in Note 25 – Capital reorganization (the “SPAC Merger”).

As a result of the Capital Reorganisation, NETC became a wholly-owned direct subsidiary of the Company. On December 19, 2023, the Ordinary Shares and public warrants to purchase Ordinary Shares (the "Public Warrants") commenced trading on the Nasdaq Stock Market, or “Nasdaq,” under the symbols “VSTE” and “VSTEW,” respectively.

Director and officers of the company

The following table provides information relating to our directors and executive officers as of the date of approving these financial statements.

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Name

Age

Position

Craig Wood

Chief Executive Officer and Director

Marshall (Mark) D. Smith

Chief Financial Officer

Kurt Drewes

Chief Technology Officer

Alec Waugh

General Counsel

Sue Opie

Chief People Officer

Peter Botten

Chair

Colleen Calhoun

Director

Thomas Quinn

Director

William Restrepo

Director

Colin Richardson

Director

John Yearwood

Director

(2) Summary of Significant Accounting Policies

a)Basis of preparation

Compliance with IFRS

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) .

The Financial Statements were authorized for issue on September 9, 2024 by the directors of the Company.

Functional and presentation currency

The functional currency of Vast is Australian dollars (“AUD”) being the primary economic environment in which it operates.

The presentation currency of Vast is United States (“US” or “$”) dollars.

In accordance with IAS 21 The effects of change in foreign exchange rates, the financial statements for all years and periods presented have been translated into the presentation currency using the procedures outlined below:

•The consolidated statements of profit or loss and comprehensive income and statement of cash flows for each year have been translated into US dollars using average foreign currency rates prevailing for the relevant period.

•All assets and liabilities in the consolidated statements of financial position have been translated into US dollars at the exchange rate prevailing at each relevant reporting date.

•The equity section of the consolidated statements of financial position has been translated into US dollars using historical rates i.e. translated using the rates of exchange in effect as of the dates of the various capital transactions.

•All resulting exchange differences arising from the translation are included in other comprehensive income.

•Loss per share has also been restated to US dollars to reflect the presentation currency.

The year-end exchange rate used was A$/US$ 1:0.6620,1:0.6630 and 1:0.6889 as of June 30, 2024, June 30, 2023, and June 30, 2022 respectively.

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Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign currency translation reserve

Exchange differences arising on performing the above translation procedures are recognised in other comprehensive income and accumulated in a separate reserve within equity referred as foreign currency translation reserve. Differences arising on settlement or translation of monetary items are recognised in profit or loss.

Historical cost convention

The consolidated financial statements have been prepared on the basis of historical cost, as explained in the accounting policies below. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services.

b)Going concern

The Company incurred a net loss of $293.4 million and $15.2 million for the years ended June 30, 2024 and 2023, respectively and used net cash in operating activities of $40.3 million and $9.1 million for the years ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the Company had net current assets of $3.6 million and net liabilities of $8.3 million. As of June 30, 2024, promissory notes totalling $5.4 million held by EDF were outstanding and included in the Company’s liabilities.

On January 12, 2024, the Company issued an additional 681,620 Ordinary Shares to Nabors Lux 2 S.a.r.l ("Nabors Lux") for a consideration of $7.0 million pursuant to the Nabors Backstop Agreement, as contemplated in the Business Combination Agreement, dated February 14, 2023 (as amended, the "BCA").These shares have been included in the Company’s liabilities as of June 30, 2024, as certain rights are provided to Nabors Lux if, prior to September 18, 2024, certain investors invest in equity or debt interests of the Company on terms that are more favorable to such investor from a financial perspective than the terms applicable to Nabors Lux under the Nabors Backstop Agreement.

In addition, in connection with the Capital Reorganisation, Nabors Lux granted the Company a term loan in the form of a backstop loan agreement (the "Backstop Loan Agreement") in an amount of up to $5.0 million which the Company expects to draw upon within the next 12 months.

The Company is forecasting that it will continue to incur significant operating cash outflows to fund the contracting, construction and commissioning of its current projects and to meet all of its obligations, including interest and principal payments on the outstanding debt. In particular, the development and delivery of projects “VS1” (a 30 MW / 288 MWh reference CSP plant located in Port Augusta, South Australia) and “SM1” (a 20 ton per day solar methanol demonstration facility that will be co-located with and partially powered by VS1) will require substantial funding. These projects are expected to rely on outside sources of financing. The Australian Renewable Energy Agency ("ARENA") has announced funding of up to AUD 65 million on February 13, 2023 for VS1. On January 27, 2023, ARENA also announced that the Company will receive up to AUD 19.5 million from ARENA and the Company’s consortium partner, Mabanaft will receive up to EUR 12.4 million from Projektträger Jülich on behalf of the German government for SM1, in each case as part of the HyGATE Program. The funding awards for VS1 and SM1 are each subject to multiple conditions precedent, including but not limited to the ability to provide sufficient equity to meet the balance of funding requirements for the projects, the projects achieving financial close prior to specified dates and securing relevant permitting and approvals such as a grid connection. In addition, the Australian Federal government has announced financial support for the development of VS1 of up to AUD 110 million, the terms and conditions of which (including, inter alia, achievement of financial close of VS1 by a specified date) are to be negotiated with the Department of Climate Change, Energy, the Environment and Water and approved by the Australian Federal Government.

The Company intends to raise additional funding through an external capital raise commencing in the financial year ending June 30, 2025. The Company’s ability to pursue its growth strategy and to continue as a going concern is principally dependent on the ability of the Company to meet its cash flow forecasts and to raise additional funding as and when necessary.

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As a result of the above, there is material uncertainty related to events or conditions that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on Vast’s ability to continue as a going concern, and therefore, that the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. However, the directors believe that the Company will be successful in the above matters and, accordingly, have prepared the financial statements on a going concern basis.The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

c)Revenue recognition

Revenue is recognised at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring goods to a customer. For each contract with a customer, the Company:

•identifies the contract with a customer;

•identifies the performance obligations in the contract;

•determines the transaction price;

•allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good to be delivered;

•and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are initially recognised as deferred revenue in the form of a separate refund liability.

Please refer to Note 3 – Revenue from Customers for further information on the accounting of the Company’s revenue from contract with customers.

All revenue is stated net of the amount of goods and services tax (GST).

d)Government grants

Vast recognises grant income from the contributions received from the government which is measured at the fair value of the consideration received or receivable.

Government grants are not recognised until there is reasonable assurance that Vast will comply with the conditions attaching to them and that the grants will be received.

Government grants related to income are presented on a gross basis and are recognised in profit or loss on a systematic basis over the periods in which Vast recognises as expenses the related costs which the grants are intended to compensate.

Investment allowances and similar tax incentives

Vast is entitled to qualifying expenditure under the Research and Development Tax Incentive regime in the form of future tax offsets or income. Vast carries forward such allowances as tax credits or income for the period in which the related research and development (R&D) expenses are in accordance with IAS 12 or IAS 20 respectively.

For the twelve months ended June 30, 2023 the Company received a cash refund in respect of its eligible R&D expenditure and accounted for the grant in accordance with IAS 20. Due to the fact that the Company no longer meets the aggregated turnover thresholds as defined by the Australian Taxation Office, the Company is entitled to non-refundable future tax offsets for qualifying R&D expenditure, and accounted for them in accordance with IAS 12 for the twelve months ended June 30, 2024.

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Specifically, government grants whose primary condition is that Vast should purchase, construct, or otherwise acquire non-current assets (including property, plant and equipment) are recognised as deferred income in the consolidated statements of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets

Please refer to Note 4 – Grant Revenue for further information accounting for government grants.

e)Finance income

Finance income from a financial asset is recognised when it is probable that the economic benefits will flow to Vast and the amount of revenue can be measured reliably. Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

f)Segment reporting

The Company operates as one operating segment. The Board, who are the chief operating decision maker (CODM), reviews the financial information on a consolidated basis for the purpose of allocating resources and assessing performance.

g)Employee benefits

(i)Short term obligations

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

(ii)Other long term employee benefit obligations

Vast also has liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period.

The obligation is presented as non-current liabilities under provisions for employee benefits in the consolidated statements of financial position.

(iii)Share-based payment arrangement

The grant-date fair value of equity-settled share-based payment arrangements granted to employees with non-vesting conditions is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The Management Equity Plan shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was therefore recognised as share-based payment expense in full at the time of the grant of the shares.

h)Taxation

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statements of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. Vast’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. These are recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current tax is also recognised in other comprehensive income or directly in equity, respectively.

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Where current tax arises from the initial accounting for a Capital Reorganization, the tax effect is included in the accounting for the Capital Reorganization.

Deferred Income tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a Capital Reorganization that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

i)Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less which are convertible to a known amount of cash and subject to an insignificant risk of change in value, and bank overdrafts.

j)Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Depreciation rates and methods shall be reviewed at least annually and, where changed, shall be accounted for as a change in accounting estimate. Where depreciation rates or methods are changed, the net written down value of the asset is depreciated from the date of the change in accordance with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed, that is, the change in depreciation rate or method shall be accounted for on a ‘prospective ‘basis.

The depreciation rates used for each class of depreciable assets are:


Class of Property, plant and equipment						Depreciation rate
Office equipment						10 – 50%

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

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Impairment of assets

At the end of each reporting period, Vast reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, Vast estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

k)Provisions

Provisions are recognised when Vast has a present obligation (legal or constructive) as a result of a past event, it is probable that Vast will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably.

l)Financial instruments

Financial assets and financial liabilities are recognised when Vast becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

For assets and liabilities that are recognised at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

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All recognised financial assets are measured subsequently in their entirety at amortised cost.

Classification of financial assets

Debt instruments that meet the following conditions are measured subsequently at amortised cost:

•the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

•the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Vast’s financial assets at amortised cost includes trade receivables.

Amortised cost and effective interest method

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

Impairment of financial assets

Vast always recognises lifetime expected credit losses (ECL) for trade receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on Vast’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

Derecognition of financial assets

Vast derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.

Financial liabilities and equities

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the entity are recognised at the proceeds received, net of direct issue costs.

Derivative financial instruments

Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately.

Embedded derivatives

An embedded derivative is a component of a hybrid contract that also includes a non-derivative host — with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative.

Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope of IFRS 9 (e.g. financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value

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through profit or loss (FVTPL). Further, such derivatives are initially recognised at fair value and the residual amount is the initial carrying value of the host contract liability.

An embedded derivative is presented as a non-current asset or non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled within 12 months.

Other financial liabilities

Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs. Trade and other payables are recognised and are accrued at year end. Other financial liabilities such as interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Modification of financial liabilities:

When the contractual terms of a financial liability are substantially modified, it is accounted for as an extinguishment of the original debt instrument and the recognition of a new financial liability. Quantitatively, a modification to the terms of a financial liability is substantial if the net present value of the cash flows under the modified terms, including any fees paid net of any fees received, is at least 10 percent different from the net present value of the remaining cash flows of the liability prior to the modification, both discounted at the original effective interest rate.

The new debt instrument is recorded at fair value and any difference from the carrying amount of the extinguished liability, including any non-cash consideration transferred, is recorded in profit or loss.

If a modification to the terms of a financial liability is not substantial, then the amortised cost of the liability is recalculated as the present value of the estimated future contractual cash flows, discounted at the original effective interest rate. The resulting gains or losses are recognised in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial liability and are amortised over its term.

Where the counterparty is a shareholder and changes to terms and conditions were not made to reflect changes in market conditions, the resulting gain or loss from the modification or extinguishment is recognised as a contribution from/distribution to shareholders directly in equity.

Derecognition of financial liabilities

Vast derecognises financial liabilities when, and only when, Vast’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the consolidated statements of profit or loss and other comprehensive income.

Offsetting of financial instruments

Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statements of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

m)Goods and Services Tax

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

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. This is calculated on a cash-settled basis and then accrued for a year end.

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Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

n)Leases

Vast as lessee

Vast assesses whether a contract is or contains a lease, at inception of the contract. Vast recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, Vast recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease, if this rate cannot be readily determined, the lessee uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

•fixed lease payments (including in substance fixed payments), less any lease incentives receivable;

•variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

•the amount expected to be payable by the lessee under residual value guarantees;

•the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

•payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease

The lease liability is presented as a separate line in the consolidated statements of financial position. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

Vast remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

•the lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;

•the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used)

•a lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that Vast expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The right-of-use assets are presented as a separate line in the consolidated statements of financial position.

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o)Application of new and revised Accounting Standards

(i)New standards and amendments — applicable July 1, 2023

In the current year, Vast has applied a number of amendments to Accounting Standards and Interpretations issued by the International Financial Reporting Standards (IFRS) that are effective for an annual period that begins on or after July 1, 2023. Unless otherwise stated below, their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

Title

Key requirements

Effective date for reporting periods beginning after

IFRS 17, 'Insurance contracts' as

amended in December 2021

IFRS 17 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering

recognition and measurement, presentation and disclosure. IFRS 17 replaces IFRS 4 Insurance Contracts; IFRS

17 applies to all types of insurance contracts (i.e., life, non-life, direct insurance and re-insurance), regardless

of the type of entity that issues them, as well as certain guarantees and financial instruments with discretionary

participation features.

The overall objective of IFRS 17 is to provide a comprehensive accounting model for insurance contracts that is more useful and consistent for insurers,covering all relevant accounting aspects. IFRS 17 is based on a general model, supplemented by:

• A specific adaptation for contracts with direct participation features (the variable fee approach)

• A simplified approach (the premium allocation approach) mainly for short-duration contracts

The new standard had no impact on Vast’s consolidated financial statements.

January 1, 2023

(ii)Forthcoming requirements

The following standards and interpretations apply for the first time to financial reporting periods commencing on or after December 31, 2023. The Company does not plan to adopt these standards early. Application is not expected to result in material changes to Vast’s future financial reports, however the quantitative effects of adopting these standards has not yet been determined.

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Title

Key requirements

Effective date

Lack of exchangeability – Amendments to IAS 21

The amendment to IAS 21 specifies how an entity should assess

whether a currency is exchangeable and how it should

determine a spot exchange rate when exchangeability is

lacking.

A currency is considered to be exchangeable into another

currency when an entity is able to obtain the other currency

within a time frame that allows for a normal administrative

delay and through a market or exchange mechanism in which

an exchange transaction would create enforceable rights and

obligations.

If a currency is not exchangeable into another currency, an

entity is required to estimate the spot exchange rate at the

measurement date. An entity’s objective in estimating the

spot exchange rate is to reflect the rate at which an orderly

exchange transaction would take place at the measurement

date between market participants under prevailing economic

conditions. The amendments note that an entity can use an

observable exchange rate without adjustment or another

estimation technique.

January 1, 2025

Disclosures: Supplier Finance Arrangements -

Amendments to IAS 7 and IFRS 7

The amendments specify disclosure requirements to enhance

the current requirements, which are intended to assist users of

financial statements in understanding the effects of supplier

finance arrangements on an entity’s liabilities, cash flows and

exposure to liquidity risk.

The amendments require an entity to provide information

about the impact of supplier finance arrangements on liabilities

and cash flows, including terms and conditions of those

arrangements, quantitative information on liabilities related

to those arrangements as at the beginning and end of the

reporting period and the type and effect of non-cash changes in

the carrying amounts of those arrangements. The information

on those arrangements is required to be aggregated unless

the individual arrangements have dissimilar or unique terms

and conditions. In the context of quantitative liquidity risk

disclosures required by IFRS 7, supplier finance arrangements

are included as an example of other factors that might be

relevant to disclose.

The adoption of this amendment is expected to have no effect for Vast.

January 1, 2024

Lease Liability in a Sale and Leaseback – (Amendments to IFRS 16)

The amendment clarifies how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale.

The adoption of this amendment is expected to have no effect for Vast..

January 1, 2024

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Title

Key requirements

Effective date

Classification of Liabilities as Current or Non-current – Amendments to IAS 1

The amendment of of IAS 1 specify the requirements for classifying liabilities as current or non-current. The amendments clarify:

• What is meant by a right to defer settlement

• That a right to defer must exist at the end of the reporting period

• That classification is unaffected by the likelihood that an entity will exercise its deferral right

• That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification

In addition, a requirement has been introduced whereby an entity must disclose when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months.

The adoption of this amendment is expected to have no effect for Vast..

January 1, 2024

Non-current Liabilities with Covenants – (Amendments to IAS 1)

The amendment clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability.

The adoption of this amendment is expected to have no effect for Vast.

January 1, 2024

International Tax Reform—Pillar Two Model Rules – Amendments to IAS 12

The amendments to IAS 12 have been introduced in response to the OECD’s BEPS Pillar Two rules and include:

• A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the

jurisdictional implementation of the Pillar Two model rules; and

• Disclosure requirements for affected entities to help users of the financial statements better understand an

entity’s exposure to Pillar Two income taxes arising from that legislation, particularly before its effective

date.

Vast was not impacted by the Pillar Two rules given the consolidated revenue threshold was not met and therefore no specific disclosures have been included in these financial statements.

January 1, 2023

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Title

Key requirements

Effective date

Sale or contribution of assets between an investor and its associate or joint venture – Amendments to IFRS 10 and IAS 28

The IASB has made limited scope amendments to IFRS 10 Consolidated financial statements and IAS 28 Investments in associates and joint ventures.

The amendments clarify the accounting treatment for sales or contribution of assets between an investor and its associates or joint ventures. They confirm that the accounting treatment depends on whether the non-monetary assets sold or contributed to an associate or joint venture constitute a ‘business’ (as defined in IFRS 3 Business Combinations).

Where the non-monetary assets constitute a business, the investor will recognise the full gain or loss on the sale or contribution of assets. If the assets do not meet the definition of a business, the gain or loss is recognised by the investor only to the extent of the other investor’s interests in the associate or joint venture. The amendments apply prospectively.

n/a**

______________________________________________________________

**In December 2015 the IASB decided to defer the application date of this amendment until such time as the IASB has finalised its research project on the equity method.

p)Critical accounting judgments and key sources of estimation uncertainty and errors

In the application of Vast’s accounting policies, which are described above, the directors of Vast are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Key sources of estimation uncertainty

Effective interest rate on convertible notes

Effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability to the amortised cost of a financial liability. In calculating interest expense, the effective interest rate is applied by Vast to the amortised cost of the liability.

Useful lives and impairment of property, plant and equipment

As described at (j) above, Vast reviews the estimated useful lives of property, plant and equipment at the end of each reporting period and the carrying amounts to determine whether there is any indication an impairment loss is required.

Deferred consideration

The deferred consideration is dependent on a particular joint venture achieving agreed project milestones. In the case of the joint venture of SiliconAurora Pty Limited (“SiliconAurora”) various project milestones are expected to be met and as such Vast expects that payment will be required before the end of June 30, 2025. The fair value of the deferred consideration was calculated using an annual discount rate of 6.19%. Refer to Note 14 – Interest in other entities for further details.

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Employee entitlements

Vast’s employee entitlements are calculated based on estimates in future increases in wages and salaries, future on cost rates, and experience of employee departures and period of service. Vast reviews these estimates in each reporting period.

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences only if Vast considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what Vast’s estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.

Lease term

The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to Vast’s operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. Vast reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.

q)Principles of consolidation

The consolidated financial statements incorporate the financial statements of Vast and entities controlled by the Company (i.e. its subsidiaries) up to the reporting date.

Control is achieved when the Company:

•Has the power over the investee

•Is exposed, or has rights, to variable returns from its involvements with the investee

•Has the ability to use its power to affects its returns

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When Vast has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. Vast considers all relevant facts and circumstances in assessing whether or not Vast’s voting rights in an investee are sufficient to give it power, including:

•The size of Vast’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders

•Potential voting rights held by Vast, other vote holders or other parties

•Rights arising from other contractual arrangements

•Any additional facts and circumstances that indicate that Vast has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

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(i)Subsidiaries

Subsidiaries are all entities (including structured entities) over which Vast has control as outlined above. Subsidiaries are fully consolidated from the date on which control is transferred to Vast. They are deconsolidated from the date that control ceases.

Inter-company transactions, balances and unrealised gains on transactions between companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by Vast.

(ii)Joint arrangements

Under IFRS 11 Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement.

The Company signed a Joint Development Agreement (JDA), on June 13, 2024, with global energy company Mabanaft to advance Solar Methanol 1 (SM1), a CSP-powered green methanol reference plant. The JDA sets out how the project will be developed and further underlines Vast and Mabanaft's contribution to the energy transition by combining technological, business development and commercial expertise. This comes after Vast and Mabanaft signed funding agreements for SM1 for up to AUD $40 million in February 2024. This agreement had no impact on the annual report for the year ended June 30, 2024,

On December 8, 2023, the Company entered into a joint development agreement with EDF, which has been considered as joint operations. It recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings. Details of the joint operation are set out in Note 14 – Interest in other entities.

Further, in June 2022, Vast entered into a joint venture to enable development of a battery energy storage system (BESS) and CSP projects to generate clean, low-cost energy sources. The Aurora Energy Project is commissioned by SiliconAurora having their principal place of business in Melrose Park, South Australia. The project is co-developed by Vast Solar Aurora Pty Ltd (VSA) and 1414 Degrees Limited (14D) via SiliconAurora Pty Ltd. VSA is a wholly owned subsidiary of the Company. VSA acquired 50% of the shares in SiliconAurora from 14D, and the Company is the guarantor for VSA. Details of the joint venture are set out in Note 14 – Interest in other entities.

r)Contributed equity

Ordinary shares with voting rights are classified as issued capital within equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

s)Earnings/Loss per share

(i)Basic earnings/loss per share

Basic earnings per share is calculated by dividing

•the profit/loss attributable to owners of Vast, excluding any costs of servicing equity other than ordinary shares;

•by the weighted average number of ordinary shares outstanding during the financial year

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(ii)Diluted earnings/loss per share

Diluted earnings per share adjusts the amounts used in the determination of basic earnings per share to take into account the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares, such as convertible notes.

(3) Revenue from Customers


	Year ended June 30,
	2024		2023		2022

	(In thousands of US Dollars)
Consulting fees	$	336	$	170	$	140
Margin fees	6		98		23
	$	342	$	268	$	163

Consulting fees

Revenue from consulting fees in relate to the design, engineering and project management services for a solar facility owned by Commonwealth Scientific and Industrial Research Organisation (CSIRO), and is recognised based on the actual services provided to them at the end of the reporting period as a proportion of the total services to be provided. Revenue is recognised over time as the customer receives and uses the benefits from consulting services simultaneously. This is determined based on the actual labour hours spent relative to the total expected labour hours for each project or contract.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenue or costs are reflected in profit or loss in the period in which the circumstances that give rise to the change become known by management.

In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by Vast exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.

Margin fees

In relation to the facility mentioned above, Vast is charging a margin fee in the form of 10% administration and handling fee for the procurement of equipment, components, and materials on behalf of CSIRO. The Company recognises revenue from procurement service at a point in time when goods are acquired and are presented net of relevant gross receipts and gross payments.

Disaggregation of revenue from contracts with customers

Vast’s revenue is currently derived in Australia. For the year ended June 30, 2024, most of the revenue from customers was earned from a single customer, CSIRO (and almost all revenue from customers for the year ended June 30, 2023 was earned from CSIRO). Vast’s revenue from the transfer of goods and services over time and at a point in time is as follows:


	Year Ended June 30,
	2024		2023		2022

	(In thousands of US Dollars)
CSIRO	$	246	$	253	$	163
Other	96		15		—
	$	342	$	268	$	163
Timing of revenue recognition:
At a point in time	$	342	$	199	$	23
Over time	—		69		140
	$	342	$	268	$	163

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(4) Grant Revenue


	Year Ended June 30,
	2024		2023		2022

	(In thousands of US Dollars)
ARENA grant	$	—	$	—	$	1,001
R&D tax credit recoveries	—		651		753
	$	—	$	651	$	1,754

a)ARENA grant

Contributions have been received from the Australian Renewable Energy Agency (ARENA) in relation to funding a 30MW concentrated solar thermal power reference plan variation contract (variation funding agreement) and associated R&D activities. See Note 23 – Contingent Asset, Liabilities & Commitments.

Government grants are deferred when received and subsequently recognised in profit or loss in line with the recognition of expenses for which the grants were intended to compensate. As of June 30, 2024 and 2023, respectively, no grant income was deferred on the balance sheet, all of the deferred grant income as of June 30, 2022 has been recognised in profit during the year ended June 30, 2023.

b)Research and Development tax incentives

In order to encourage more investing in R&D, the Australian government offers a tax incentive that reduces the Company’s R&D costs by offering tax offsets for eligible R&D expenditure. For the year ended June 30, 2024, Vast is entitled to future tax offsets for qualifying R&D expenditure. Vast carries forward such allowances as future tax credits for the period in which the related R&D expenses are recognised in accordance with IAS 12.(No deferred tax asset was recorded for these tax credits). In the year ended June 30, 2023, Vast received a cash refundable R&D tax offset in respect of its eligible R&D expenditure and recorded below in accordance with IAS 20.

R&D tax incentives


	Year Ended June 30,
	2024		2023		2022

	(In thousands of US Dollars)
Refundable R&D tax offset for the year	$	—	$	651	$	753
R&D Tax credit recoveries recognised as grant income	$	—	$	651	$	753

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(5) Expenses

Net loss includes the following expenses:


	Year Ended June 30,
	2024		2023		2022

	(In thousands of US Dollars)
Raw materials and consumables used:
Raw materials and consumables cost	$	783	$	572	$	205
Power and fuel expense	32		28		36
	815		600		241
Consultancy expenses:
Consulting – Corporate	880		926		760
Consulting – Projects	3,062		1,208		1,174
	3,943		2,134		1,934
Administrative and other expenses:
Legal and accounting expenses	5,224		7,151		1,163
Subscriptions, software and licences	248		239		137
Travelling expenses	366		253		84
Marketing expenses	933		111		58
Share base payment expenses1	2,314		—		—
Other expenses	1,444		326		176
	10,529		8,080		1,618
Employee benefits expenses:
Salaries and wages	4,460		2,554		2,412
Superannuation	391		242		215
Payroll tax	254		111		92
Employee entitlements – annual leave (AL)	130		42		15
Employee entitlements – long service leave (LSL)	39		34		22
	5,274		2,984		2,756
Gain/loss on derivative financial instruments:
Realised loss on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral Energy2	170,376		—		—
Unrealised gain on Convertible Notes 3, 4 and 4, and Senior Convertible Notes issued to AgCentral Energy	—		(105)		3
Unrealised gain on Promissory Note issued to EDF 2	(4,912)		—		—
Unrealised gain on NETC Warrants 2	(400)		—		—
Exchange differences	(129)		—		—
	164,935		(105)		3

Share-based listing expense	106,055		—		—
	$	106,055	$	—	$	—

During the years ended June 30, 2024, 2023, and 2022, Vast incurred research and development related expenses of $2.20 million, $1.50 million and $1.58 million respectively, which are included within the expenditure categories above as they do not meet the capitalisation requirements of IAS 38 Intangible Assets.

(1)Refer to note Note 20 – Reserves for more details relating to share based payment expenses.

(2)Refer to note Note 22 – Financial Instruments - Fair Value and Financial Risk management for further details.

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(6) Income Tax Benefit


	Year Ended June 30,
	2024		2023		2022

	(In thousands of US Dollars)
Current tax expense	$	—	$	—	$	—
Deferred tax expense
Decrease/(increase) in deferred tax assets	(1,256)		176		(91)
(Decrease)/increase in deferred tax liabilities	1,256		(554)		(527)
	—		(378)		(618)

Income tax (expense) / benefit	$	—	$	378	$	618

Reconciliation of income tax benefit


	Year Ended June 30,
	2024		2023		2022

	(In thousands of US Dollars)
Loss before income tax:	$	(293,445)	$	(15,595)	$	(6,811)
Income tax benefit calculated at 30% (25% - 2022 & 2023)	(88,030)		(3,899)		(1,703)
Add: Commercial debt forgiveness gain	4,615		—		—
Less: Use of previously unrecognised tax now recouped to reduce current tax expense	(3,877)		—		—
Less: Use of Blackhole expenditure reserve to reduce current tax expense	(738)		—		—
Add: Non-deductible expenses	82,134		1,401		60
Add: Tax losses not recognised	5,240		1,907		781
Add: Accounting expenditure subject to R&D	655		374		432
Less: R&D tax recovery	—		(163)		(188)
Income tax benefit	$	—	$	(378)	$	(618)

As per Note 4 – Grant Revenue, Vast is entitled to R&D offsets for qualifying R&D expenditure. For June 30, 2023 and June 30, 2022, these offsets were recorded as income, and relevant adjustments have been shown in the reconciliation above as a result. For June 30, 2024, Vast carries forward such allowances as future tax credits for the period in which the related research and development (R&D) expenses are recognised in accordance with IAS 12. No deferred tax assets were recorded for these tax credits.

The tax rate applied to taxable profit is the standard rate of corporations’ tax of 30% for the year ended June 30, 2024. The reduced corporate tax rate of 25% under the Base Rate Entity regime was applied for the years ended June 30, 2023 and June 30, 2022.

Non-deductible expenses for June 30, 2024 consists mainly of unrealised loss on derivative financial instruments and share-based listing expense incurred as part of the Capital Reorganisation. (Refer to Note 22 – Financial Instruments - Fair Value and Financial Risk management and Note 25 – Capital reorganization (the “SPAC Merger”) respectively).

Tax losses and Unrecorded Deferred Tax Assets

As at June 30, 2024, Vast has unused tax losses of $12.21 million, $3.66 million tax effected ($12.55 million as of June 30, 2023) for which no deferred tax asset has been recognised, with unused R&D tax credit of $0.85 million tax effected (nil for June 30, 2023), $2.28 million unused (tax effected $0.68 million) Blackhole expenditure reserve ($0.9 million for June 30, 2023), $0.33 million (nil for June 30, 2023) tax effected investment in SiliconAurora and $0.81 million (nil for June 30, 2023) tax effected for interest expense, for which no deferred tax asset was recognized. Deferred tax assets

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have not been recognised for the unused tax losses as they are not likely to generate taxable income in the foreseeable future. They can be carried forward indefinitely subject to eligibility conditions.

During the year ended June 30, 2024, as part of the Capital Reorganisation, Vast entered into a Noteholder Support and Loan Termination Agreement whereby each of the convertible promissory notes held by AgCentral Energy will be discharged and terminated in exchange for Ordinary Shares, as repayment of all the principal outstanding and accrued interest immediately prior to the Capital Reorganisatin process. As such requirements of the Commercial Debt Forgiveness provisions of the income tax legislation applied, and a gain on forgiveness arose where the market value of the commercial debt amount released was greater than the market value of the shares issued. The net forgiven tax gain upon consummation of the Capital Reorganisation was $15.6 million. The gain on forgiveness was applied to reduce the tax losses brought forward as at June 30, 2023, and tax credit from Blackhole expenditure incurred in previous income years.

During the year ended June 30, 2024, Vast has elected to form an income tax consolidated group (TCG) effective from 1 July 2023 and the election has been processed by the Australian Taxation Office. The TCG comprises Vast Renewables Limited and its 9 wholly owned Australian subsidiaries (refer to Note 14 – Interest in other entities).

Current & deferred tax liabilities/assets


	Year Ended June 30,
	2024		2023

	(In thousands of US Dollars)
Current tax assets
R&D tax incentive receivable	$	—	$	638
	—		638
Deferred tax assets	1,675		419
Deferred tax liabilities	(1,675)		(419)
Net deferred tax (liability)/asset	$	—	$	—

Deferred tax balance movement for the year ended June 30, 2024:

a)Deferred tax assets


	As of July 1, 2023		(Charged)/ credited to profit or loss*		Movement in equity		Exchange differences (charged)/credited to comprehensive loss		As of June 30, 2024

	(In thousands of US Dollars)
Derivative financial instruments	$	—	$	169	$	—	$	—	$	169
Contract liabilities	1		(1)		—		—		—
Lease liabilities	13		117		—		—		130
Share of loss of equity-accounted investee	15		(15)		—		—		—
Unused tax losses carryforwards	390		(390)		—		—		—
Provisions and accruals	—		400		—		2		$	402
Patent expenditure	—		88		—		1		89
Blackhole expenditure	—		884		—		—		884
Deferred tax assets	$	419	$	1,253	$	—	$	3	$	1,675

* This includes impact of the change in tax rate during the year.

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b)Deferred tax liabilities


	As of July 1, 2023		(Charged)/ credited to profit or loss*		Movement in equity		Exchange differences (charged)/credited to comprehensive loss		As of June 30, 2024

	(In thousands of US Dollars)
Borrowings and other financial liabilities	$	(390)	$	(1,137)	$	—	$	(16)	$	(1,543)
Property, plant and equipment	(8)		3		—		1		(5)
Unrealised foreign exchange gain	—		(13)		—		—		$	(13)
Right of use asset	(10)		(103)		—		(1)		(114)
Prepaid expenses	(11)		11		—		—		—
	$	(419)	$	(1,239)	$	—	$	(16)	$	(1,675)

* This includes impact of the change in tax rate during the year.

Deferred tax balance movement for the year ended June 30, 2023:

a)Deferred tax assets


	As of July 1, 2022		(Charged)/ credited to profit or loss		Movement in equity		Exchange differences (charged)/credited to comprehensive loss		As of June 30, 2023

	(In thousands of US Dollars)
Derivative financial instruments	$	8	$	(8)	$	—	$	—	$	—
Deferred income	26		(24)		—		(1)		1
Lease liabilities	23		(9)		—		(1)		13
Share of loss of equity-accounted investee	2		13		—		—		15
Unused tax losses carryforwards	466		(58)		—		(18)		390
Provisions and accruals	93		(90)		—		(3)		—
Deferred tax assets	$	618	$	(176)	$	—	$	(23)	$	419

b)Deferred tax liabilities


	As of July 1, 2022		(Charged)/ credited to profit or loss		Movement in equity		Exchange differences (charged)/credited to comprehensive loss		As of June 30, 2023

	(In thousands of US Dollars)
Borrowings – convertible notes	$	(585)	$	551	$	(378)	$	22	$	(390)
Property, plant and equipment	(5)		(3)		—		—		(8)
Right of use asset	(20)		10		—		—		(10)
Prepaid expenses	(8)		(4)		—		1		(11)
Deferred tax liabilities	$	(618)	$	554	$	(378)	$	23	$	(419)

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(7) Loss per share


	Year Ended June 30,
	2024	2023	2022

	(In thousands of US Dollars, except per share amounts)
Basic loss per share
Basic loss per share	(17.50)	(7.08)	(2.88)
Diluted loss per share
Diluted loss per share	(17.50)	(7.08)	(2.88)
Reconciliations of loss used in calculating loss per share
Basic loss per share
Net loss	(293,445)	(15,217)	(6,193)
Diluted loss per share
Loss used in calculating diluted loss per share	(293,445)	(15,217)	(6,193)
Weighted average number of shares used as the denominator (in thousands)
Weighted average number of ordinary shares used as the denominator in calculating basic loss per share	16,764	2,149	2,149
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted loss per share	16,764	2,149	2,149

The convertible notes and warrants disclosed in Note 13 – Borrowings and other financial liabilities and Note 12 – Warrants Liability, have not been included in the calculation of diluted loss per share because they are antidilutive for the years ended June 30, 2024,2023 and 2022 due to Vast being in a loss making position. The shares from the Backstop agreement could potentially dilute basic earnings per share in the future.

Calculation of the earnings per share for the years ended June 30, 2023 and June 30, 2022 on the consolidated statements of profit or loss and other comprehensive income are adjusted retrospectively to reflect 29,973,504 ordinary shares converting into 2,148,847 ordinary shares upon consummation of the capital reorganization.

(8) Prepaid Expenses


	Year ended June 30,
	2024	2023
	(In thousands of US Dollars)
Prepaid insurance	1,841	29
Other prepaid expenses	46	15
	1,887	44

As at June 30, 2024, the balance of prepaid insurance is predominantly comprised of the one year cover for Directors and Officers, effective from the date of the capital reorganisation.

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(9) Trade and other receivables


	Year ended June 30,
	2024		2023

	(In thousands of US Dollars)
Trade receivables	$	831	$	4
Goods and Service Tax receivable	8		204
Other receivables	—		106
	$	839	$	314

The trade receivables are recognised at their carrying value less any expected credit losses. Vast’s average credit period is 30 days. Expected credit losses are recognised against trade receivables based on specific irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current financial position. The primary customers of Vast are government organisations, a large Australian state-owned electricity generator and its partners in the Joint Arrangement (EDF Australia Pacific Pty Ltd) and in the Joint Venture (SiliconAurora Pty Ltd). There have been no issues with payment collections or any experiences of default with Vast’s customers. Accordingly, there are no expected credit losses for 2024 and 2023.

(10) Contract Liabilities


	June 30,
	2024	2023

	(In thousands of US Dollars)
Unearned revenue	—	2

(11) Trade and Other Payables


	June 30,
	2024	2023

	(In thousands of US Dollars)
Trade payables	1,184	1,264
Accrued expenses	3,749	4,280

Other payables	225	78
	5,157	5,622

(12) Warrants Liability


	June 30,
	2024	2023
	(In thousands of US Dollars)
Warrants liability	3,670	—
	3,670	—

Vast Warrants exchanged in lieu of NETC Warrants consist of 27,529,987 potential ordinary shares, comprised of: (i) 13,799,987 Ordinary Shares that are issuable by us upon the exercise of 13,799,987 Public Warrants, and (ii) 13,730,000 Ordinary Shares that are issuable by the Company upon the exercise of 13,730,000 private placement warrants exercisable for Ordinary Shares (the "Private Warrants" and together with the Public Warrants, the "Vast Warrants"). Each Vast Warrant entitles the holder to purchase 1 Ordinary Share at an exercise price of $11.50 per share, with substantially the same terms as those of the corresponding NETC Warrant . Key attributes of the NETC and Vast Warrants are summarised below:

•NETC warrants issuance date: November 16, 2021, assumed by Vast on December 18, 2023

•Maturity date: 5 years from the date of consummation of the Capital Reorganisation

•Exercisable: at any time after 30 days from the date of consummation of the Capital Reorganisation

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•Private Warrants may not be sold or transferred for 30 days from the date of consummation of the Capital Reorganisation

•Public Warrants may be redeemed by Vast at a nominal price if the stock price, when the Public Warrant is exercisable, reaches a threshold price for 20 out of 30 consecutive trading days as follows:

◦Redemption price: $0.01

◦Threshold price: $18.00

Effective upon consummation of the Capital Reorganisation,

•each Vast Warrant is exercisable solely for Ordinary Shares;

•the number of Ordinary Shares issuable upon exercise of each Vast Warrant is equal to the number of shares of NETC Class A Common Stock that were issuable upon exercise of the applicable NETC warrant, as in effect immediately prior to the consummation of the Capital Reorganisation;

•the per share exercise price for the Ordinary Shares issuable upon exercise of such Vast Warrant is equal to the per share exercise price for the shares of NETC Class A Common Stock subject to the applicable NETC warrant, as in effect immediately prior to the consummation of the Capital Reorganisation.

Both Public and Private Warrants are accounted for as liabilities under IFRS 9 following consummation of the Capital Reorganisation and valued at the Public Warrants trading price. Accordingly, they will be subject to ongoing mark- to-market adjustments through the statement of profit or loss.

As at June 30, 2024, the fair value of Private and Public Warrants has been determined as the quoted price of $0.13.

(13) Borrowings and other financial liabilities


	June 30, 2024		June 30, 2023
	Current	Non-current	Current	Non-current

	(In thousands of US Dollars)
Convertible Notes - AgCentral Energy	—	—	14,281	—
Senior Convertible Notes - AgCentral Energy and Nabors Lux	—	—	—	7,134
Shareholders Loan - AgCentral Energy	—	—	5,531	—
Promissory Note - EDF	—	5,869	—	—
Backstop Agreement - Nabors	—	6,953	—	—
	—	12,821	19,812	7,134

a)Promissory Note – EDF

On December 18, 2023, Vast Intermediate HoldCo Pty Ltd (HoldCo) issued a Promissory Note to EDF Australia Pacific Pty Ltd (EDF). The key contractual terms of the Promissory Note have been summarised below:

(1)The Noteholder is EDF Australia Pacific Pty Ltd.

(2)The Promissory Note has a Face Value equivalent to EURO 10,000,000 converted into US $10,831,953 at the USD:EUR exchange rate on Bloomberg on the Closing Date.

(3)The Promissory Note will accrue interest at 3% per annum. Interest accrues daily on the daily balance of the outstanding principal amount.

(4)The Promissory Note has a term of 5 years from the date of issuance; however the maturity date may be extended for a period of 2 years at HoldCo’s option by written notice to EDF. On written notice from HoldCo, EDF must extend.

(5)EDF has the right to exchange all or any portion of the outstanding principal amount and interest on the Promissory Note into ordinary shares of Vast at an exchange rate of US $10.20 per share for a period of 5 years (7 years, if extended) following the Closing Date. Any partial exchange cannot be less than US$2,000,000. The exchange is conditional on satisfaction of an exchange condition being, EDF has invested at least US$20,000,000 in the project entity of a CSP Project (as defined in the Promissory Note). The project entity of a CSP Project pertains to the standalone entity incorporated for the purpose of developing the CSP Project. EDF can elect to invest an amount up to 75% of the total equity contribution in to a project entity. The remaining portion is Vast’s contribution. A separate joint venture agreement will also be entered into for each approved CSP project. This is

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governed by the ‘Joint Development Agreement’ entered into between Vast and EDF in connection with the ‘Note Purchase Agreement’. Please refer to Note 23 – Contingent Asset, Liabilities & Commitments for further discussion on the Joint Development Agreement.

(6)New investment clause:

a)If Vast enters into an agreement with certain specified entities, pursuant to which such entities will pay or contribute funds to Vast, the terms of the agreement in respect to security or priority; duration; or interest rate should not be more favourable than that of the Promissory Note. If the terms are more favourable, then the terms of EDF's agreement will be automatically amended to match such other parties’ terms.

b)If Vast enters into an agreement to raise capital from third party strategic investors (other than the specified entities) through a privately negotiated transaction and any such funds are used to repay the Nabors Backstop Loan then the terms should be no more favourable than the terms of the Promissory Note. If the terms are more favourable, the terms of the Promissory Note shall be automatically amended to match such more favourable terms.

As at June 30, 2024, management has evaluated that HoldCo remains in compliance with all covenants, financial (including a prohibition on the declaration or payment of dividends) and non-financial, with respect to the Promissory Note.

As at June 30, 2024, Vast has evaluated its issuance of the Promissory Note to determine if the components qualify as derivatives requiring separate recognition in Vast's financial statements. The Company has determined the new investment clause, and conversion and interest settlement features at the option of noteholder, to be an ‘embedded derivative’ requiring recognition separate from the borrowings. After the recognition of the embedded derivative, the Company recognises the Promissory Note at amortised cost, with interest expense recognised on an effective yield basis over the tenure of the Promissory Note.

The result of this accounting treatment is that the fair value of the embedded derivative is revalued at each balance sheet date and recorded as a liability, and the change in fair value during the reporting period is recorded in other income (expense) in the consolidated statement of profit or loss. The current or non-current classification of derivative instruments is reassessed at the end of each reporting period.

The embedded derivative as part of such contracts have been tabulated below:

Component

Particulars

June 30, 2024

June 30, 2023

(In thousands of US Dollars)

Embedded derivative

Promissory Note – EDF

561

—

561

—

On the issuance date, the Embedded derivative liability was recognised at $5.5 million. The Company’s closing share price on the first day of trading, i.e. $11.99 was used, being the closest observable market price to the valuation date. As at June 30, 2024 the valuation of the instrument was measured at $0.6 million, the reduction being predominantly driven by the significant decrease in the Company’s share price during the period since issuance ($2.28 as at June 30, 2024). The conversion option was measured at fair value through profit or loss, driving an unrealised gain of $4.9 million during the period ended June 30, 2024. Refer to volatility and effective interest rate assumptions discussed in Note 22 – Financial Instruments - Fair Value and Financial Risk management.


		Twelve Months Ended June 30,
		2024	2023
		(In thousands of US Dollars)
Interest expense by applying effective interest rate	Promissory Note – EDF	522	—
		522	—

The average effective interest rate applied during the year ended June 30, 2024 is 17.47%.

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b)Nabors Backstop Agreement

On October 19, 2023, Vast entered into a Backstop Agreement (the “Nabors Backstop Agreement”) pursuant to which Nabors Lux agreed to purchase up to $15.0 million of Ordinary Shares at a purchase price of $10.20 per share (the “Nabors Backstop”).

On December 7, 2023, Nabors Lux and the Company entered into an amendment to the Nabors Backstop Agreement (the “Nabors Backstop Agreement Amendment”) pursuant to which, among other things, Nabors Lux’s commitment to purchase Ordinary Shares was reduced to up to $10.0 million. The Nabors Backstop served as a backstop for redemptions of NETC Class A Common Stock by NETC public stockholders in connection with the Capital Reorganisation and subsequent capital raised by the Company prior to or in connection with Closing from additional third parties (other than Nabors, AgCentral, CAG, EDF and their respective affiliates). The Nabors Backstop Agreement Amendment also provided that amounts under the Nabors Backstop would be funded on or before January 9, 2024. Pursuant to the Nabors Backstop Agreement Amendment, the EDF Note Purchase Agreement did not reduce the amount to be funded under the Nabors Backstop.

Accordingly, the amount invested by Nabors pursuant to the Nabors Backstop was reduced below $10.0 million, dollar-for-dollar, by the balance of the cash remaining in the Trust Account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders in connection with the Capital Reorganisation (excluding the amount remaining as a result of the Canberra Subscription, but including the amount remaining as a result of the Canberra Non-Redemption Agreement). On January 12, 2024, and pursuant to the Nabors Backstop Agreement, Vast issued 681,620 Ordinary Shares to Nabors Lux for an aggregate of $7.0 million or $10.20 per share.

Vast assessed its obligations under the Backstop Agreement meet the definition of a financial liability mainly due to the fact that the contingent settlement feature is outside of the control of the Company. As such, as at June 30, 2024 the Nabors’ subscription was classified as a financial liability carried at fair value through profit or loss by application of IFRS 9. The fair value of the derivative did not change at June 30, 2024.

c)Convertible Notes - AgCentral Energy and Nabors Lux

Below is the detailed breakdown of the face value for each convertible note issuance (excluding the issuance of incremental notes by way of capitalised coupon payments) and the timing of their respective tranche payments, up to October 24, 2023, last tranche payment prior to the consummation of the Capital Reorganization:

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Note	Face Value per note (AUD)	Tranche	Issuance Date	No. of notes issued	Total Face value (In thousands of AU Dollars)	Total Face value (In thousands of US Dollars)
Convertible Note 3	349.34	1	June 30, 2016	26,802	9,363	6,548
		2	September 15, 2016	715	250	172
		3	November 23, 2016	715	250	170
					9,863	6,890
Convertible Note 4	17.68	1	January 18, 2018	62,216	1,100	876
		2	January 31, 2018	5,656	100	81
		3	February 7, 2018	11,312	200	158
		4	February 26, 2018	8,484	150	118
		5	March 23, 2018	25,452	450	347
		6	May 23, 2018	11,313	200	151
		7	May 28, 2018	11,313	200	152
		8	June 12, 2018	47,511	840	640
		9	September 10, 2019	105,602	1,867	1,280
		10	September 25, 2019	70,701	1,250	848
					6,357	4,651
Convertible Note 5	0.01	1	August 11, 2020	87,500,000	875	628
		2	April 27, 2021	87,500,000	875	682
					1,750	1,310
Senior Convertible Note	USD1.00	1	February 15, 2023	2,500,000	3,604	2,500
		2	April 13, 2023	2,500,000	3,731	2,500
		3	June 27, 2023	2,500,000	3,725	2,500
		4	August 15, 2023	2,500,000	3,839	2,500
		5	October 24, 2023	2,500,000	3,931	2,500
					18,830	12,500
					36,800	25,351

Convertible Notes 3, 4 and 5 issued by Vast were subjected to the same terms, which are as follows:

(1)The Noteholder is AgCentral Energy Pty Ltd, the parent entity of Vast.

(2)The Noteholder can elect to convert any or all outstanding convertible notes into ordinary shares by providing written notice to Vast. Each outstanding note can be converted into one ordinary share (‘conversion’).

(3)Coupon interest is payable at the rate of 8% per annum on the principal outstanding. Interest accrues daily and is payable every twelve months.

(4)Within the first 18 months of issuance, Vast has the option to settle interest payments in cash or by issuance of additional convertible notes. After the first 18 months, the Noteholder has the option to choose settlement of interest by payment in cash or by issuance of additional convertible notes (‘interest settlement’). Refer to Note 19 – Issued Capital for details on conversion of these notes upon consummation of the Capital Reorganisation.

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Senior Convertible Notes issued by Vast were subjected to the following terms:

(1)The Noteholder of Tranche 2 and 4 is AgCentral Energy, the parent entity of Vast. The Noteholder of Tranches 1, 3 and 5 is Nabors Lux.

(2)The Senior Convertible Notes will accrue interest at 4% per annum, ceasing when the Senior Convertible Notes are either redeemed or converted into ordinary shares. Interest is payable six months in arrears. The Company may, at its discretion (but with notice to the Noteholders), pay interest in cash or capitalise interest to the principal amount outstanding for each Senior Convertible Note.

(3)If the Company undergoes a business combination, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price based on the market price of shares at a 25% discount.

(4)If the Company undergoes a Special Purpose Acquisition Company (“SPAC”) transaction, the Senior Convertible Notes will mandatorily be converted to ordinary shares in this instance, with the conversion price fixed at $10.20.

(5)If the Company undergoes an event of default or change of control, the Noteholders may choose to either redeem the Senior Convertible Notes for cash or convert them into ordinary shares. In a conversion event, the conversion price will be based on the market price of shares at a 25% discount.

(6)The conversion of the notes is at the discretion of Vast (other than in a scenario where conversion is mandated), if they are held to maturity. Each Senior Convertible Note has a term of 18 months from the date of issuance.

Up to the consummation of the Capital Reorganization on December 18, 2023, Vast has evaluated its issuance of each convertible note, including the Senior Convertible Notes, to determine if the components qualify as derivatives requiring separate recognition in its financial statements. The Company has determined the conversion and interest settlement features at the option of noteholder, to be an ‘embedded derivative’ requiring recognition separate from the borrowings. After the recognition of the embedded derivative, the Company recognises the convertible notes at amortised cost, with interest expense recognised on an effective yield basis over the tenure of convertible notes.

The embedded derivative as part of such hybrid contracts i.e. convertible notes have been tabulated below:


		June 30,
Component	Particulars	2024	2023

		(In thousands of US Dollars)
Embedded derivative	Convertible Note 3	—	—
	Convertible Note 4	—	—
	Convertible Note 5	—	18
	Senior Convertible Note	—	174
		—	192
Interest expense by applying respective effective interest rate applicable to the tranches	Convertible Note 3	431	950
	Convertible Note 4	506	995
	Convertible Note 5	58	127
	Senior Convertible Note	309	94
		1,304	2,166

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The average effective interest rate applied during the year ended June 30, 2024 is 22.63% (year ended June 30, 2023: 24.31%).

d)Loan from shareholder – AgCentral Energy

During the prior year, Vast received interest free loans without any covenants of approximately $5.7 million (AUD8.6 million) from its shareholder to fund its short-term working capital requirements. The shareholder loans were converted to equity at the commencement of the capital reorganization. Refer to details in (25) Capital reorganization (the “SPAC Merger”). The prior year gains arising as a result of the extension of maturity and obtaining funding at off-market terms were recognised directly in equity as a contribution by owners in their capacity as owners.

The average effective interest rate applied during the year ended June 30, 2024 is 5.90% (year ended June 30, 2023: 6.47%).


		Twelve Months Ended June 30,
		2024	2023	2022
		(In thousands of US Dollars)
Interest expense by applying effective interest rate	Shareholder Loan – AgCentral Energy	159	295	17

(14) Interest in other entities

a)Subsidiaries


		Place of incorporation	Ownership interest
Name	Type		2024		2023
Nabors Transition Energy Corp	Subsidiary	United States	100	%	0	%
Neptune Merger Sub, Inc.	Subsidiary	United States	0	%	100	%
NWQHPP Pty Ltd	Subsidiary	Australia	100	%	100	%
Solar Methanol 1 Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Solar Aurora Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Solar 1 Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Solar Consulting Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Employee Shareholdings Pty Ltd	Subsidiary	Australia	100	%	0	%
Vast Intermediate HoldCo Pty Ltd	Subsidiary	Australia	100	%	0	%
Vast Australia HoldCo Pty Ltd	Subsidiary	Australia	100	%	0	%
HyFuel Solar Refinery Pty Ltd	Subsidiary	Australia	100	%	0	%
Vast Renewables HoldCo Corp	Subsidiary	United States	100	%	0	%
Vast Renewables Management Services LLC	Subsidiary	United States	100	%	0	%
Vast US Projects HoldCo Corp	Subsidiary	United States	100	%	0	%
El Paso ProjectCo LLC	Subsidiary	United States	100	%	0	%

Vast has fourteen wholly owned subsidiaries, incorporated in Australia and the United States as at June 30, 2024 (twelve as at June 30, 2023). It has share capital consisting solely of ordinary shares that are held directly by Vast and the proportion of ownership interests held equals the voting rights held by Vast.

NWQHPP Pty Ltd, Vast Solar 1 Pty Ltd and Vast Solar Consulting Pty Ltd are non-operational, with no activities performed during the years ended June 30, 2024 and 2023. Solar Methanol 1 Pty Ltd was incorporated during the year ended June 30, 2024 and is non-operational with no activities performed during the year.

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Vast Intermediate HoldCo Pty Ltd, Vast Australia HoldCo Pty Ltd, HyFuel Solar Refinery Pty Ltd, Vast Renewables HoldCo Corp and El Paso ProjectCo LLC were incorporated during the year ended June 30, 2024 and are non-operational with no activities performed during the period.

Under the steps of the Capital Reorganization, Neptune Merger Sub, Inc. merged with and into NETC, with NETC surviving the merger as a wholly owned subsidiary of Vast. Up to its merger with Neptune Merger Sub Inc., Nabors Transition Energy Corp reported under the Securities Exchange Act of 1934 with a financial year ended December 31.

During the year ended June 30, 2024 Vast formed, Vast Renewables Management Services LLC, a Delaware limited liability company providing services to Vast under its Intercompany Services Agreement and Vast Employee Shareholdings Pty Ltd, acting under the Employee Share Trust Deed as the first trustee of the Trust for the benefit of participants in Vast’s Equity Remuneration Schemes.

b)Joint arrangements

i.Joint operation

During the year ended June 30, 2024, Vast Renewables Limited, entered into an arrangement to co-develop Australian CSP projects that will further Australia’s transition to a clean-energy economy with EDF Australia Pacific Pty Ltd ("EDF"). Vast will own 50% of the each eligible project starting December 8, 2023 and will share in development expenses and liabilities in the same ratio. Vast recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses.

During the year, Vast recognised its 50% share of the total expenses incurred and invoiced reimbursement receivable from joint operator for the excess portion as tabulated below:


	June 30,
Particulars	2024	2023

	(In thousands of US Dollars)
Total expense incurred by both participants (a)	1,340	—
Company’s share (50%) (b)	670	—
Total expense incurred by Vast	—	—
Net reimbursement to be received from joint operator (a-b)	(670)	—
Reimbursement received during the year	—	—

The reimbursement of $0.7 million as of June 30, 2024, was included in trade receivables and subsequently received in July, 2024.

ii.Joint venture

During the year ended June 30, 2022, Vast Solar Aurora Pty Ltd ("VSA") a wholly owned subsidiary of the Company, entered into an arrangement to co-develop the Aurora Energy Project commissioned by SiliconAurora. Vast acquired 50% of the shares in SiliconAurora on June 15, 2022 from 1414 Degrees Limited ("14D") for consideration of $0.07 million as an initial payment and $1.58 million as deferred consideration. The deferred consideration of $0.62 million was paid in July 2022 and the remainder of $0.96 million is expected to be paid January, 2025, subject to the joint venture receiving a written offer/ notice to connect from the relevant network service provider. The Company intends to undertake fundraising activities. The funds raised from those activities are intended to be used to settle the acquisition of SiliconAurora by paying off the remaining component of deferred consideration and fund Vast’s on-going operational expenditure. Refer to Note 2 – Summary of Significant Accounting Policies — (b)Going concern for further information.

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SiliconAurora Pty Ltd will be “the legal and beneficial owner” of all the existing assets comprising the project. From a measurement perspective, Vast applies the equity method as outlined in Note 2 – Summary of Significant Accounting Policies(q) and account for its share as follows.


(In thousands of US Dollars)
Initial investment in SiliconAurora Pty Ltd						69
Transaction costs						56
Deferred consideration						1,578
Total consideration						1,703
Relating to:
– Call option issued to shareholder						96
– 50% interest in SiliconAurora Pty Ltd						1,607

Carrying value of interest in joint venture at June 30, 2024						1,065

The Company recognises a $0.2 million loss for the year ended June 30, 2024, representing 50% of the loss from the joint venture. Vast carries $1.1 million of interest in joint venture at June 30, 2024.

Further, Vast has recognised an interest-free shareholder loan of $0.46 million for its share of project expenses incurred and on-charged to SiliconAurora. The loan has a three-year term with the entire amount repayable on maturity.

Commitments and contingent liabilities in respect of joint ventures:


	June 30,
	2024	2023

	(In thousands of US Dollars)
Commitment to provide funding for joint venture’s commitments, if called	456	278

As part of the transaction, 14D issued call options to AgCentral Pty Limited ("AgCentral"), allowing AgCentral to purchase ordinary shares in 14D subject to achieving specific/ general approval obtained in their annual general meeting. Vast has estimated the fair value of the call options to be $0.1 million at the transaction date and has recognised it as part of the acquisition of the investment in SiliconAurora.

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(15) Property, plant and equipment


	June 30,
	2024	2023

	(In thousands of US Dollars)
Cost: Office equipment
Opening Balance at July 1	63	38
Additions	53	27
Disposals	(7)	—
Exchange differences	3	(2)
Closing Balance at June 30	112	63
Accumulated depreciation: Office equipment
Opening Balance at July 1	(33)	(19)
Depreciation expense	(23)	(15)
Disposals	6	—
Exchange differences	—	1
Closing Balance at June 30	(50)	(33)

Net book value as of June 30	62	30

(16) Right -of-use assets


	June 30,
	2024	2023

	(In thousands of US Dollars)
Net carrying amount:
Office Building	368	—
Land	11	45

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Vast’s right-of-use asset pertains to the lease of its office as well as use of land for operations. The office lease is due to the registered office and principal executive office move during the year to Suite 7.02, 124 Walker Street, North Sydney, NSW 2060, Australia.


	2024	2023

	(In thousands of US Dollars)
Movements in carrying amounts:
Opening balance at July 1	146	152
Additions during the year	394	—
Exchange differences	(8)	(6)
Closing Balance at June 30	532	146
Accumulated depreciation
Opening Balance at July 1	(101)	(71)
Depreciation expense	(63)	(34)
Exchange differences	11	4
Closing Balance at June 30	(153)	(101)
Net book value June 30	379	45
Amounts recognised in profit and loss:
Depreciation expense on right-of-use asset	(63)	(34)
Interest expense on lease liabilities	(23)	(6)

Refer to the consolidated statements of cash flows for the total cash outflow for leases during the year.

(17) Lease Liabilities


	June 30,
	2024	2023

	(In thousands of US Dollars)
Current
Lease liabilities	134	26
Non-current
Lease liabilities	299	28
Total Lease Liability	433	54

Future minimum lease payments

Future lease payments payable in relation to lease of the office and land:


	June 30,
	2024	2023

	(In thousands of US Dollars)
Within one year	111	43
Later than one year but not later than 5 years	467	14
Total	578	57

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(18) Provisions


	June 30,
	2024	2023

	(In thousands of US Dollars)
Current:
Employee benefits	314	183
Non-current:
Employee benefits	156	117
Total Provisions	470	300

Movements in provisions:
Employee benefits
Opening Balance	300	234
Additions	355	247
Utilisations	(214)	(171)
Exchange differences	29	(10)
Closing Balance	470	300

Employee benefits represents annual leave and long service leave provisions.

(19) Issued Capital


	June 30,
	2024	2023

	(In thousands of US Dollars)
25,129,140 fully paid ordinary shares (1)	—	2,354
29,973,504 fully paid following completion of the Capital Reorganisation, net of transaction costs	297,618	—
Total Issued Capital	297,618	2,354

Ordinary shareholders participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. The ordinary shares have no par value. The Company does not have a limited amount of authorised capital.

______________________________________________________________

(1)Calculation of the earnings per share for the year ended June 30, 2023 on the consolidated statements of profit or loss and other comprehensive income are adjusted retrospectively to reflect 25,129,140 Ordinary Shares converting into 2,149,294 Ordinary Shares upon consummation of the Capital Reorganisation.


	June 30, 2024
	(In number of shares)	(In thousands of US Dollars)
Issuance of shares to employees(1a)(b)	2,301,433	638
Conversion of debt to equity(1c)(2)	15,956,925	208,800
Shares issued to acquire NETC(3)(4)(5)	5,654,616	67,799
PIPE funding(6)	1,715,686	17,506
Shares issued as settlement of transaction expenses(7)	171,569	2,057
Transaction costs accounted for as a deduction from equity (IAS 32)	—	(1,536)
Movement in Issued capital	25,800,229	295,264

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At the effective time of the Capital Reorganisation, Vast issued:

(1)As a result of a share consolidation exercise, Vast issued 21,137,033 ordinary shares immediately prior to completion of the Capital Reorganisation. In a reverse stock split the equity of the merged entity shall reflect the original carrying value of the target’s equity (i.e. Vast) plus the net proceeds received from NETC. Shares issued to Legacy Vast Shareholders (i.e., AgCentral Energy Pty Ltd ("AgCentral Energy") and certain employees and former employees of Vast):

(a)2,036,900 Ordinary Shares issued to MEP Shareholders under the MEP Deed dated on or around July 30, 2020, as amended on February 14, 2023 pursuant to the MEP De-SPAC Side Deed. These were exchanged on 1 to 1 basis using carrying value determined just prior to share consolidation exercise. Refer to Note 20 – Reserves for further details;

(b)264,533 Ordinary Shares granted to certain employees of Vast and issued to an employee share trust until such time they are vested, out of the previous MEP share pool, which had not been previously granted to any employees prior to the Capital Reorganisation. Vast consolidates the trust. These shares are treated as treasury shares with nil carrying value as at June 30, 2024. Refer to Note 20 – Reserves for further details;

(i)25,129,140 Legacy Vast Shares for which AgCentral Energy paid an average price of approximately $0.09 per share. On exchange date, the Company recognised the new issued shares at the carrying amount of Legacy Vast Shares from the condensed statement of financial position (including the Capital Contribution Reserve associated to AgCentral Energy, forming part of Vast’s opening reserves as of July 1, 2023), and

(ii)convertible notes and other indebtedness of Vast towards AgCentral Energy. On conversion to equity, the Company derecognised the financial liabilities at their carrying amount from the condensed statement of financial position and recognised them as issued capital. This includes the derivative financial liabilities associated with the notes.

(2)An aggregate of 1,250,014 Ordinary Shares upon conversion of Senior Convertible Notes held by AgCentral Energy and Nabors Lux.

(3)An aggregate of 804,616 Ordinary Shares upon conversion of shares of NETC Class A Common Stock to the holders thereof. Pursuant to the Business Combination Agreement, each share of NETC Class A Common Stock (other than shares of NETC properly submitted for redemption) issued and outstanding immediately prior to the Effective Time were exchanged for on a one-to-one basis for Ordinary Shares. This includes 633,250 shares of NETC Class A common stock purchased by Capital Airport Group ("CAG") to satisfy its’ financing obligations.

(4)An aggregate of 3,000,000 Ordinary Shares upon conversion of Founder Shares (On March 30, 2021, NETC was funded with $25,000 for which it issued 8,625,000 shares of Class F common stock, par value $0.0001 per share — the “Founder Shares”) to the holders thereof, and an aggregate of 1,500,000 Ordinary Shares to former members of NETC Sponsor as acceleration of a portion of the Earnback Shares (up to 2,400,000 Ordinary Shares that may be issued to the NETC Sponsor upon the achievement of certain share price targets), pursuant to the Nabors Backstop Agreement. Includes 129,911 Ordinary Shares issued upon conversion of the Founder Shares transferred to CAG prior to the Capital Reorganisation in connection with CAG’s investments. Pursuant to the CAG Non-Redemption Agreement, CAG agreed not to redeem the shares of NETC’s Class A common stock, in exchange for Nabors Lux agreeing to issue to CAG 129,911 Ordinary Shares. On conversion, the difference between the fair value of the shares issued and net assets/liabilities acquired has been recorded as share based payment expense. Refer to Note 25. Capital reorganization (the “SPAC Merger”)for further information.

(5)350,000 Ordinary Shares to Nabors Lux pursuant to the Nabors Backstop Agreement issued as Incremental Funding Commitment Fee. ( the $2.5 million purchase price paid to Vast by Nabors Lux as consideration for the Senior Convertible Note issued pursuant to the October Notes Subscription Agreement).

(6)An aggregate of 1,715,686 Ordinary Shares to AgCentral Energy and Nabors Lux pursuant to their respective Equity Subscription Agreements.

(7)171,569 Shares to Guggenheim Securities issued as settlement for transaction expenses, expensed under IFRS 2.

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(20) Reserves


	June 30,
	2024	2023

	(In thousands of US Dollars)
Share-based payment reserve	24,294	4
Capital contribution reserve	—	4,591
Foreign currency translation reserve	2,883	3,285
Closing Balance	27,176	7,880

Movement in share-based payment reserve is as follows:


	2024	2023

	(In thousands of US Dollars)
As of July 1	4	4
Add: Fair value of earnout for NETC Sponsor issuable to Nabors Lux	22,576	—
Add: Share based payment expense for the period from December 18, 2023 to June 30, 2024	1,676	—
Foreign exchange differences	38	—
As of June 30	24,294	4

As of June 30, 2024, the Group had the following share-based payment arrangements:

Earnout shares issued to NETC Sponsor:

Upon the occurrence of the following events, 2,400,000 Ordinary Shares are issuable to Nabors Energy Transition Sponsor LLC ("NETC Sponsor") pursuant to the Support Agreement:

•800,000 Ordinary Shares on the date on which the volume-weighted average closing sale price of one Ordinary Share quoted on the exchange on which Ordinary Shares are then listed is greater than or equal to $12.50 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period within the Earnout Period ("Triggering Event I");

•800,000 Ordinary Shares on the date on which the volume-weighted average closing sale price of one Ordinary Share quoted on the exchange on which Ordinary Shares are then listed is greater than or equal to $15.00 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period within the Earnout Period ("Triggering Event II");

•800,000 Ordinary Shares on the date on which the volume-weighted average closing sale price of one Ordinary Share quoted on the exchange on which Ordinary Shares are then listed is greater than or equal to $17.50 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period within the Earnout Period ("Triggering Event III");

The "Earnout Period" is the time period between the date that is 70 days after the Closing Date and the five year anniversary of the Closing Date.

Earnout shares are subject to market vesting conditions and internal milestone conditions. They have been recognised as an incremental share based payment upon consummation of the Capital Reorganisation under IFRS 2. Refer to Note 25 – Capital reorganization (the “SPAC Merger”) for further details on the share based listing expense.

The fair value of the Earnouts has been estimated using a Monte Carlo simulation to calculate the pay- off based on contractual terms using the following key inputs:

•underlying asset value: a range of value between AUD $1 million to AUD $4 million

•closing stock price at valuation date: $11.99

•price volatility of the company’s shares, based on guideline companies adjusted for size and leverage: 25%

•discounted at the term-matched risk free rate: 3.9%

Earnout for Legacy Vast Shareholder:

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In addition, upon the occurrence of Triggering Events I, II, and III discussed above, and of "Triggering Event IV” meaning the date on which a notice to proceed is issued under a contract in respect of the procurement of a 30MW/288MWhr concentrated solar power project at Port Augusta in South Australia, 2,799,999 Ordinary Shares are issuable to AgCentral pursuant to the Business Combination Agreement.

The quoted market price of Ordinary Shares that was used to determine the cost of listing is presumed to include an adjustment for these earnout shares. As a consequence, the fair value of the earnout shares issuable to Legacy Vast Shareholders is already factored into the cost of listing and a separate adjustment was not considered necessary.

MEP shares (equity settled):

The purpose of the Management Equity Plan (“MEP”) was to provide medium to long term incentive to eligible employees and contractors of Vast by having a plan pool limit of 100 shares. 80 shares were issued during the year ended June 30, 2021 at a fair value of AUD $70 per share, with eligible employees and contractors paying cash of AUD $10 per share in addition to providing services to the Company in exchange for those shares. As the shares did not have any vesting conditions, the excess of the grant date fair value of the shares and the amount paid by the employees was recognised as share-based payment expense in full at the time of the grant of the shares. The shares did not carry any voting rights nor rights to any dividends or other distributions. Following the occurrence of a liquidity event as defined in the MEP Deed or as otherwise defined by the Board , the Board in its discretion could allow MEP shareholders an entitlement linked to the exit price in form of cash or conversion to ordinary shares from such an event. As per the MEP Deed, management’s share is 25% of exit proceeds where the sale price is AUD $10 million or less, or 33.33% where it is above AUD $10 million. Vast had historically accounted for the share-based payment as an equity-settled scheme, as Vast had determined that it did not have a present obligation to settle the share-based payment in cash.

On February 14, 2023, Vast, AgCentral Energy and the participants to the MEP entered into a MEP De- SPAC Side Deed and Amendment to the MEP Deed to clarify a suitable mechanism for MEP participants to realise the economic benefit of their MEP Shares. The key modification terms of the MEP De-SPAC Side Deed and Amendment to the MEP Deed include the introduction of a vesting period and ‘Agreed Fixed Deductions’ to be used in allocation of profits on completion of the Capital Reorganisation. The modification of the terms and conditions of the MEP did not increase the total fair value of the share-based payment arrangement and was not beneficial to the MEP participants. As a result, there was no additional expense recognised.

The MEP shares meet the definition of a share-based payment arrangement as eligible employees and contractors will receive equity instruments in exchange for services provided to the Company, with a partial cash subscription payment. Accordingly, MEP shares are recognised at their grant date fair values of AUD $70 per share, with the difference between cash proceeds received (AUD $10 per share) and the fair value of MEP shares recognised within the share-based payment reserve.

In addition, immediately prior to the consummation of the Capital Reorganisation, 5 MEP shares were cancelled on December 18, 2023.

Upon consummation of the Capital Reorganisation, the 75 MEP shares issued to eligible employees and contractors of Vast were converted into 2,036,900 Ordinary Shares, forming part of the Legacy Vast issued capital. The 75 MEP shares converted at a rate of 26,453 Ordinary Shares per MEP, with 5 MEP shares receiving an additional 10,581 Ordinary Shares per MEP share. The additional value allocated to these shares were recognised at fair value and expensed immediately through profit or loss within share based payment expense for USD 0.6 million (refer to Note 5 – Expenses).

Shares issued under the Employee share plan for the benefit of participants in Vast’s Equity Remuneration Schemes (equity settled):

On December 18, 2023, 264,533 Ordinary Shares were granted to certain employees of Vast and issued to an employee share trust until such time they are vested, out of the previous MEP share pool, which had not been previously granted to any employees prior to the consummation of the Capital Reorganisation. Vast consolidates the trust. These shares are treated as treasury shares with nil carrying value as at June 30, 2024. Those shares were issued by Vast at the discretion of AgCentral Energy. As such, Vast made a grant of share based payment to employees, including key management personnel. Refer to Note 26 – Related Party Transactions for further details.

The employee shares have the following key terms and conditions attached to them:

•For the purposes the IFRS 2 charge the fair value at grant date was calculated using $11.99 per share

•Vesting Conditions: The shares will vest on expiry of the Disposal Restriction Period.

•Service Conditions: The employees have to still be employed on expiry of the Disposal Restriction Period.

•Disposal Restriction Period: The shares will be subject to a total restriction on disposal for a period of 12 months commencing on the issue of the shares.

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•Shares will be held on trust by Vast Employee Share Holdings Pty Ltd as trustee for the Vast Employee Share Trust.

These shares have vesting conditions attached to them and therefore a share-based payment expense was recorded under IFRS 2 at fair value through profit or loss for $1.7 million (refer to Note 5 – Expenses).

Movement in foreign currency translation reserve is as follows:


	2024	2023

	(In thousands of US Dollars)
As of July 1	3,285	2,394
Movement during the year	(402)	891
As of June 30	2,883	3,285

To the extent that the amount recognised in the foreign currency translation reserve arose as a consequence of translating the company’s financial statements into the USD presentation currency, these amounts may subsequently be reclassified to profit or loss.

Movement in capital contribution reserve is as follows:


	2024	2023

	(In thousands of US Dollars)
As of July 1	4,591	3,452
Interest forgiveness on convertible notes and shareholder loan	—	1,517
Derecognition upon consummation of the Capital Reorganization	(4,591)	—
Deferred tax impact	—	(378)
As of June 30	—	4,591

The capital contribution reserve represents the modification adjustment from loan from shareholder and convertible note issued to AgCentral Energy (Noteholder). The Noteholder agreed to changes to the terms and conditions, which included interest waivers and term extensions as outlined in Note 13 – Borrowings and other financial liabilities, in their capacity as the shareholder of the entity. The gains arising as a result of the changes to the terms and conditions were therefore recognised directly in equity as a contribution in their capacity as owner. Modification adjustments presented are never reclassified to profit or loss. The balance in the reserve was derecognised against Issued Capital upon the consummation of the Capital Reorganisation and derecognition of the convertible notes.

(21) Accumulated losses/Retained Earnings

Movements in accumulated losses were as follows:


	2024	2023	2022

	(In thousands of US Dollars)
As of July 1	(39,649)	(24,432)	(18,239)
Loss during the year	(293,445)	(15,217)	(6,193)
As of June 30	(333,094)	(39,649)	(24,432)

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(22) Financial Instruments - Fair Value and Financial Risk management

This note explains Vast’s accounting classifications and fair values including its exposure to financial risks and how these risks could affect Vast’s future financial performance. Current year profit and loss information has been included where relevant to add further context.

(a)Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value.


	June 30,
	2024	2023

	(In thousands of US Dollars)
Warrants liability designated at fair value – Level 1 hierarchy (1)	3,670	—
Nabors Backstop facility designated at fair value – Level 3 hierarchy (2)	6,953	—
Derivative financial instrument designated at fair value associated with EDF Promissory Note – Level 3 hierarchy (3)	561	—
Derivative financial instrument designated at fair value associated with Convertible Notes 3, 4 and 5 and Senior Convertible Notes – Level 3 hierarchy (4)	—	192

(1)Refer to Note 12. Warrants Liability for key valuation inputs applied to these warrants.

(2)The following table show the valuation technique used in measuring level 3 fair values for financial instruments measured at fair value as well as significant unobservable inputs used:

Type

Valuation technique

Significant unobservable inputs

Nabors Backstop facility designated at fair value – Level 3 hierarchy

Valuation have been determined by Discounted Cashflows

Probability of triggering contingent settlement feature: 0%

Refer to Note 13 – Borrowings and other financial liabilities - (b) Nabors Backstop Agreement for key valuation inputs.

(3)The following table show the valuation technique used in measuring level 3 fair values for financial instruments measured at fair value as well as significant unobservable inputs used:

Type

Valuation technique

Significant unobservable inputs

Derivative financial instrument designated at fair value – Level 3 hierarchy

Derivative valuations have been determined by a Black-Scholes formula adjusted for dilution

Risk free rate: 4.48%

Volatility: 70%

A 10% increase in the volatility assumption would result in a change of $0.20 million in fair value of the derivative financial instrument as June 30, 2024 and 2023. A 10% increase in the risk-free rate assumption would not result in a material change in fair value of the derivative financial instrument as of June 30, 2024 and 2023.

(4)The following table shows the valuation technique used in measuring level 3 fair values for derivative financial instruments measured at fair value associated with Convertible Notes 3, 4, and 5 and Senior Convertible Notes as well as significant unobservable inputs used:

Type

Valuation technique

Significant unobservable inputs

Derivative financial instrument designated at fair value – Level 3 hierarchy

Derivative valuations have been determined by a Black-Scholes formula adjusted for dilution

Risk free rate: not applicable

Volatility: not applicable

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Reconciliation of level 3 fair values

The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.


Movements in derivative financial instruments						(In thousands of US Dollars)
Opening balance as of July 1, 2023						192
Additions – Embedded derivative associated to EDF Promissory Note						5,616
Additions – Embedded derivative associated to Senior Convertible Notes						288
Fair value changes recognised as unrealised loss in profit or loss – Embedded derivative associated with EDF Promissory Note						(4,925)
Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Senior Convertible Notes						2,334
Fair value changes recognised as realised loss in profit or loss – Embedded derivative associated with Convertible Notes 3,4 and 5						168,042
Conversion to Issued Capital upon consummation of the Capital Reorganisation - Embedded derivatives associated with Convertible Notes 3,4 and 5 and Senior Convertible Notes						(170,986)
Closing balance as of June 30, 2024						561

Opening balance as of July 1, 2023						32
Fair value changes recognised as unrealised gain in profit or loss						(5)
Closing balance as of June 30, 2024						27

Fair value changes recognised as realised losses reflect the mark to market valuation for the embedded derivative related to the Existing Convertible Notes 3, 4 and 5, and Senior Convertible Notes for the period from July 1, 2023 to December 18, 2023. The valuation of these instruments immediately prior to the close of the capital reorganization arrangement have utilised a share price of $11.99 as the spot price, being Vast’s closing stock price on December 18, 2023. Derivative valuations have been determined by a Black- Scholes formula adjusted for dilution. Volatility of 40% has been applied as at December 18, 2023 against all tranches. Risk free rates of 5.63% (Convertible Notes 3, 4 and 5) and of 5.15% (Senior Convertible Notes) have been applied as at December 18, 2023. As of June 30, 2024 the risk free rate of 4.48% and volatility of 70% was used for the fair value assessment.

(b)Market risk

(i)Foreign exchange risk

Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not Vast’s functional currency i.e. AUD.

Exposure

Vast’s exposure to foreign currency risk at the end of the reporting period, expressed in EUR and USD are as follows:


	June 30,
	2024	2023

	(In thousands)
Trade payables
EUR	94	17
USD	62	66

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Amounts recognised in profit or loss and other comprehensive income:

During the year, the following foreign exchange related amounts were recognised in profit or loss:


	Twelve Months Ended June 30,
	2024	2023	2022

	(In thousands of US Dollars)
Amounts recognised in profit or loss
Unrealised Currency Gain/(Loss)	3	1	(1)
Realised Currency (Loss)/Gains	(200)	14	2
	(197)	15	1

Given the limited exposure, Vast manages its foreign exchange risk exposure by monitoring exchange rates at regular intervals before making an informed decision to transact in such currencies.

(c)Credit risk

Credit risk is the risk of financial loss to Vast if a customer or counterparty to a financial instrument fails to meet its contractual obligations arising principally from Vast’s receivables from customers. Credit risk arises from cash and cash equivalents as well as credit exposures from customers, including outstanding receivables. The carrying amount of financial assets represents the maximum credit exposure.

Trade receivables

Vast’s exposure to credit risk is influenced mainly by the individual characteristics of each customer which are primarily government organisation and joint operator. Vast applies IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Management believes that Vast’s overall exposure to credit risk from Trade receivables to be not material.

Cash and cash equivalents

Vast held cash and cash equivalents of $11.1 million and $2.1 million as of June 30, 2024 and 2023, respectively. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- based on Standard and Poor’s ratings. Management believes that Vast’s overall exposure to credit risk from cash and cash equivalents to be not material.

(d)Liquidity risk

Liquidity risk is the risk that Vast will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Vast’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Vast’s reputation.

Vast’s exposure to Liquidity risk primarily pertains to the Promissory Note issued by HoldCo to EDF. Coupon interest is payable at the rate of 3% per annum on the principal outstanding while interest accrues daily and is capitalised and payable at maturity (i.e. December 14, 2028).

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	As of June 30, 2024
	(In thousands of US Dollars)
	Carrying amount	Total contractual cash flows	2 months or less	3 – 36 months	Beyond 36 months
Promissory Note - EDF	(5,869)	10,928	—	—	(10,928)
Backstop Agreement - Nabors	(6,953)	6,953	—	(6,953)	—
Deferred consideration	(959)	994	—	(994)	—
Trade Payables	(5,157)	5,157	(5,157)	—	—
Warrants liability	(3,670)	3,670		(3,670)	—
Lease liabilities	(433)	578	(20)	(199)	(359)
Total non-derivatives	(23,040)	28,280	(5,177)	(11,816)	(11,287)


	As of June 30, 2023
	(In thousands of US Dollars)
	Carrying amount	Total contractual cash flows	2 months or less	3 – 36 months	Beyond 36 months
Convertible notes	(21,415)	21,708	—	(21,708)	—
Loan from shareholder	(5,531)	5,704	—	(5,704)	—
Deferred consideration	(955)	995	—	(995)	—
Trade Payables	(5,622)	5,622	(5,622)	—	—
Lease liabilities	(54)	57	(7)	(50)	—
Total non-derivatives	(33,577)	34,086	(5,629)	(28,457)	—
Derivative financial instruments	(192)	192	—	(192)	—

In order to manage its liquidity to fund the operating cash flows and maintain these minimum liquidity reserve levels, it is likely that additional working capital funding will be required. If Vast is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses.

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(23) Contingent Asset, Liabilities & Commitments

1)In 2021, the Company received contributions from the Australian Renewable Energy Agency (ARENA) in relation to funding a 30 MW concentrated solar thermal power reference plant variation contract (variation funding agreement). In relation to the funding agreement, the arrangement includes a clause on change of control, which indicated that if the Company failed to get funding to build the facility in Australia by May 31, 2024 but obtains finance for an offshore facility before that period, it would give rise to the requirement to repay a proportion of funding received from ARENA. At reporting date and upon entering into BCA, the Company did not identify such circumstances, as significant progress has been made on this facility in Australia. Refer to Note 2 – Summary of Significant Accounting Policies — (b) Going concern..

2)On December 7, 2023, the Company entered into a Joint Development Agreement (“JDA”) with EDF, pursuant to which :

a.the Company and EDF will co-develop CSP Projects (as defined in the JDA) on an exclusive basis, subject to certain preexisting exceptions, in (i) Australia and, (ii) subject to certain conditions relating to expanding this exclusivity, other jurisdictions,

b.EDF will be provided with a right to elect to invest equity in CSP Projects which become Approved Projects (as defined in the JDA) and

c.the Company will have the right to be the exclusive supplier of CSP Technology to all Potential Eligible Projects, Eligible Projects and Approved Projects (each as defined in the JDA).

Pursuant to the EDF JDA, the parties have agreed to collaborate on certain development activities with respect to CSP Projects. The Company and EDF will establish a steering committee, composed of two appointees from each party, to oversee and govern the activities of the EDF JDA. Costs with respect to Eligible Projects developed under the EDF JDA will be borne by the parties equally. The EDF JDA also specifies that a joint venture agreement (“JVA”) will be entered into for each jointly developed project which reaches a certain stage of development. EDF has a right to invest in Approved Projects for an amount up to (1) 75% of the total equity capital for an Approved Project, and (2) up to 75% of the total equity capital of VS1, VS3 (a proposed 150 MW CSP facility with 12-18 hours of thermal storage located in Port Augusta, South Australia) and SM1 in the aggregate. Neither party will contribute any pre-existing background intellectual property used in the joint effort; however, intellectual property rights developed or derived by either party in connection with the EDF JDA will be jointly owned by both the Company and EDF, and each party grants the other party a royalty-free, non-exclusive license to other intellectual property used in connection with the EDF JDA.

The EDF JDA will automatically terminate upon the later of (1) seven years from the closing date of the EDF Note Purchase Agreement and (2) the date the parties entered into a JVA with respect to an Approved Project with an expected nameplate capacity equal to or exceeding 200 megawatts, which may include a JVA for VS1, VS3 and SM1. The EDF JDA contains customary provisions regarding certain events of default and each party’s right to terminate its obligations thereunder. In the event a party contemplates a Change of Control of such party, the other party must first consent to such Change of Control but such consent may not be unreasonably withheld or delayed if (1) the transferor is the Company, it continues to own 100% of the CSP Technology and the Background IP (as defined therein) and (2) the transferee continues to have the technical and financial capability to perform its obligations under the EDF JDA.

Refer to Note 14 – Interest in other entities for details regarding the joint agreement with EDF.

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(24) Subsequent Events

The Company has assessed all events from June 30, 2024, up through September 9, 2024, which is the date these consolidated financial statements are available to be issued, there are no other material subsequent events that require disclosure in these consolidated financial statements.

(25) Capital reorganization (the “SPAC Merger”)

The Capital Reorganisation was accounted for as a capital reorganization by Vast. The merger was achieved by Vast issuing Ordinary Shares to NETC shareholders in exchange for the net liabilities of NETC as of the closing date.

The Capital Reorganisation was not within the scope of IFRS 3 because NETC did not meet the definition of a business in accordance with IFRS 3. Rather, the Capital Reorganisation was accounted for as an asset acquisition, with the difference between the fair value of the purchase consideration of NETC over the fair value of NETC’s identifiable net liabilities acquired expensed as service for stock exchange listing under IFRS 2.

Vast was determined to be the accounting acquirer based on the following:

◦Vast’s previous majority shareholder has a majority voting interest;

◦AgCentral Energy, a Legacy Vast Shareholder, has the ability to nominate the majority of the members of the Board;

◦The existing senior management of Vast continues to be the senior management following the Capital Reorganisation;

◦The business of Vast comprises the ongoing operations following the Capital Reorganisation; and

◦Vast was the larger entity, both in terms of substantive operations and number of employees.

Share based listing expenses of $106.0 million represent non-cash IFRS 2 charges recorded in connection with the consummation of the Capital Reorganisation.

The transaction is accounted for in accordance with IFRS 2 with an expense reflected for the difference between the fair value of the Ordinary Shares issued to NETC shareholders as compared to the fair value of NETC’s net assets or liabilities, as relevant, contributed. The fair value of the Ordinary Shares was determined based on a quoted market price of $11.99 per Ordinary share at closing as of December 19, 2023.

The estimated fair value of the equity instruments issued to NETC shareholders considers the impact of Ordinary Shares issuable to Legacy Vast Shareholders (i.e. AgCentral Energy and certain employees and former employees of Vast), upon the occurrence of certain Triggering Events or earlier, upon a change of control in accordance with the earnout provisions. Refer to Note 20 – Reserves for further details.

The fair value of share consideration of $94.8 million and NETC’s net liabilities of $11.2 million result in an excess of the fair value of the shares issued over the value of the net monetary assets acquired of $106.1 million. The difference is reflected as a share based listing expense of $106.0 million for the services provided by NETC in connection with the listing. The fair value calculation of $94.8 million is based on the estimated fair value of Ordinary Shares issued to NETC shareholders in connection with the SPAC Merger, including an estimated fair value of the Earnout Shares for NETC of $22.6 million.

These financial statements for the year ended June 30, 2024 give effect to the Capital Reorganisation and related transactions summarized below:

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Ordinary Shares issued in exchange for the following (in thousands):
NETC Class A Common Stock(b)			805
Backstop Commitment Fee(f)			350
NETC Class F Common Stock(b)			3,000
Accelerated Earnback Shares(f)			1,500
Ordinary Shares issued			5,655

Fair value of Ordinary shares issued in exchange for NETC shares valued at $11.99 per share			67,799
Vast Warrants issued in exchange for NETC warrants(c)			4,129
Shares issued as settlement of transaction expenses(e)			307
Fair value of earnout for NETC Sponsor(g)(h)			22,576
Fair value of share consideration			94,811

Adjusted NETC’s net liabilities upon closing(a)			11,206
Total			106,017

(a)the merger of NETC with and into Neptune Merger Sub Inc., a wholly owned subsidiary of Vast, with NETC surviving the merger as a wholly-owned subsidiary of Vast. The net liabilities of NETC upon closing were as follows:


			As at December 18, 2023 (in thousands)
Assets:
Cash			9,203
Prepaid expenses			1,325
Total assets			10,528
Liabilities:
Trade and Other Payables			21,525
Income taxes payable			209
Total liabilities			21,734

Total net liabilities			(11,206)

(b)the completion of the Vast pre-closing reorganization, which included the Existing Convertible Note Conversion, the MEP Share Conversion, and the Vast Split Adjustment; the exchange of all outstanding Founder Shares into 3 million Ordinary Shares, and all outstanding NETC Class A Shares that were not redeemed by the Class A shareholders into an equivalent number of Ordinary Shares;

(c)the exchange of all outstanding NETC Warrants into an equal number of Vast Warrants, with substantially the same terms;

(d)the entry into various agreements with CAG, under which CAG committed to invest $7 million of PIPE Financing. CAG and Vast agreed that this commitment would be satisfied by CAG’s purchase of Class A common stock of NETC from existing NETC stockholders who previously elected to redeem their shares in connection with the Capital Reorganisation and whose redemption election would be reversed. The $7 million included in Cash has been reflected in Issued Capital of Vast upon consummation of the Capital Reorganisation;

(e)the issuance of 171,569 Ordinary Shares to Guggenheim Securities as consideration for its services. A resulting loss of $0.3 million upon consummation of the Capital Reorganisation has been recorded within share based listing expenses;

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(f)the issuance of 1.5 million Ordinary Shares as Accelerated Earnback Shares pursuant to the Nabors Backstop Agreement and issuance of 350,000 Ordinary Shares as Incremental Funding Commitment Fee pursuant to the October Notes Subscription Agreement.

(g)During the Earnout Period, Vast may issue up to an aggregate of 2.4 million additional Ordinary Shares to NETC Sponsor in three equal tranches and up to an aggregate of 1.3 million Ordinary Shares to Legacy Vast Shareholders in three equal tranches, upon the occurrence of each Triggering Event. Refer to Note 20 – Reserves for further details.

(h)Additionally, Vast may also issue 1.5 million Ordinary Shares to Legacy Vast Shareholders upon receiving a notice to proceed under a contract for the procurement of a concentrated solar power plant at Port Augusta, in South Australia. Refer to Note 20 – Reserves for further information.

Also included in the Capital Reorganisation, yet not forming part of the purchase consideration for the asset acquired are the following transactions:

•the entry into Equity Subscription Agreements and a Notes Subscription Agreement (including the October Notes Subscription Agreement) by Nabors Lux and AgCentral Energy to purchase up to $15 million each ($30.0 million combined) of Ordinary Shares for $10.20 per share through the issuance of up to $5.0 million to AgCentral Energy and $7.5 million to Nabors Lux of Senior Convertible Notes ($12.5 million combined of Senior Convertible Notes from time to time beginning on the date of signing of the BCA and ending on the Closing Date and $12.5 million to AgCentral Energy and $10.0 million to Nabors Lux ($22.5 million combined) of committed subscriptions under the PIPE Financing funded on the Closing Date;

•the entry into the Nabors Backstop Agreement (as amended by the amendment to the Nabors Backstop Agreement dated December 7, 2023) by Nabors Lux to provide $10.0 million backstop to Vast to underwrite the potential investment by additional investors provided that the amount of the backstop be reduced dollar-for-dollar by (a) the balance of cash remaining in NETC's trust account after giving effect to any redemptions of NETC Class A Common Stock by NETC public stockholders and (b) amounts invested by additional third parties (other than Nabors Lux, AgCentral Energy, CAG, EDF and their respective affiliates);

•the entry into the EDF Note Purchase Agreement to purchase the Promissory Note with an aggregate principal amount of EUR 10.0 million (equivalent to approximately $10.8 million on December 18, 2023);

The following summarized the number of Ordinary Shares issued upon closing of the Capital Reorganisation:


	Shares issued upon closing of the Capital Reorganisation
	Ownership in shares	%
Legacy Vast shareholders	20,499,999	70.0%
Other	804,616	2.7%
NETC initial stockholders	4,500,000	15.4%
Shares issued to Nabors Lux and AgCentral Energy in connection with financing transactions	3,315,700	11.3%
Shares issued as settlement of transaction expenses	171,569	0.6%
Total shares issued upon closing	29,291,884	100%

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(26) Related Party Transactions

a)Majority Shareholders


		Place of incorporation	Ownership interest
Name	Type		2024		2023		2022
AgCentral Energy Pty Ltd	Parent	Australia	71		100	%	—
AgCentral Pty Ltd	Parent	Australia	—		—		100	%
Nabors Industries Ltd.	Shareholder	USA	32	%	—		—

During the year ended June 30, 2023, under a tripartite novation deed, AgCentral Pty Ltd novated the totality of its ordinary shares to AgCentral Energy Pty Ltd.

b)Subsidiaries


		Place of incorporation	Ownership interest
Name	Type		2024		2023
Nabors Transition Energy Corp	Subsidiary	United States	100	%	-	%
Neptune Merger Sub, Inc.	Subsidiary	United States	-	%	100	%
NWQHPP Pty Ltd	Subsidiary	Australia	100	%	100	%
Solar Methanol 1 Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Solar Aurora Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Solar 1 Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Solar Consulting Pty Ltd	Subsidiary	Australia	100	%	100	%
Vast Employee Shareholdings Pty Ltd	Subsidiary	Australia	100	%	-	%
Vast Intermediate HoldCo Pty Ltd	Subsidiary	Australia	100	%	-	%
Vast Australia HoldCo Pty Ltd	Subsidiary	Australia	100	%	-	%
HyFuel Solar Refinery Pty Ltd	Subsidiary	Australia	100	%	-	%
Vast Renewables HoldCo Corp	Subsidiary	United States	100	%	-	%
Vast Renewables Management Services LLC	Subsidiary	United States	100	%	-	%
Vast US Projects HoldCo Corp	Subsidiary	United States	100	%	-	%
El Paso ProjectCo LLC	Subsidiary	United States	100	%	-	%

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c)Transactions with other related parties

The following transactions occurred with related parties:


	For the year ended June 30,
	2024	2023	2022

	(In thousands of US Dollars)
Lease rental payment to other related parties	50	43	44
Loan drawn down from parent entity – subsequently converted to Issued Capital upon consummation of the Capital Reorganisation	12,500	4,015	1,838
Loan drawn down from investors – subsequently converted to Issued Capital upon consummation of the Capital Reorganisation	10,000	9,348	2,091
Backstop Facility drawn down from investors	6,953	—	—
Gain on modification of borrowings recognised in the Capital contribution reserve	(4,591)	1,139	1,697
Settlement of all Convertibles Notes, Senior Convertible Notes and Loans from Shareholder upon consummation of the Capital Reorganisation	(226,373)	—	—
Gain on revaluation of derivative financial instruments	170,376	(105)	(3)
Movement in Investment in joint venture	(206)	(242)	1,712
Share based payment expense for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast.	1,676	—	—

d)Key management personnel compensation


	For the year ended June 30,
	2024	2023	2022

	(In thousands of US Dollars)
Short-term employee compensation/benefits	2,796	1,775	1,130
Share-based payment expense (1) (2)	1,189	—	—
Long-term employee compensation/benefits	29	27	10
	4,014	1,802	1,140

(1)Additional value allocated to the MEP shares as discussed in note Note 20 – Reserves, were recognised at fair value and expensed immediately through profit or loss during the twelve months ended June 30, 2024, within share based payment expense for $0.6 million.

(2)In addition, the Share based payment expense of $1.7 million for the transfer of 264,533 Ordinary Shares issued to the employee share trust and granted to certain employees of Vast, for the twelve months ended June 30, 2024 as shown above, includes a portion of $0.6 million for the shares granted to key management personnel.

In addition to the compensation outlined above, certain directors and executive officers of Vast are beneficiaries of Ordinary Shares. These shares were issued in settlement of MEP shares that had been granted, vested and expensed in previous years. The total number of Ordinary Shares, including NETC Warrants, issued to key management personnel is 3,616 during the twelve months ended June 30, 2024 (June 30, 2023: nil).

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e)Outstanding balances arising from sales/purchases of goods and services

The following balances are outstanding at the end of the reporting period in relation to transactions with related parties:


	June 30,
	2024	2023

	(In thousands of US Dollars)
Trade and other receivables owed from related party - Nabors Lux 2 S.a.r.l.	—	—
Trade and other payables owed to related party - Capital Airport Group	—	(54)
Lease liabilities for lease arrangement with related party	33	—

f)Loans to/(from) related parties


	June 30,
	2024	2023

	(In thousands of US Dollars)
Loan to joint venture	456	225
Loan from shareholder	(6,953)	(5,531)
Loans from shareholder – Convertible Note 3	—	(8,762)
Loans from shareholder – Convertible Note 4	—	(4,405)
Loans from shareholder – Convertible Note 5	—	(1,114)
Loans from shareholder – Senior Convertible Note	—	(2,438)

g)Terms and conditions

Refer to Note 13 – Borrowings and other financial liabilities - (a) & (b) respectively, for terms and conditions primarily in relation to convertible notes and loan from shareholder. In relation to the leasing arrangement with related party, they have been entered into arm’s length basis.

(27) Cash Flow Information

a)Net cash used in operating activity

No cash interest and no cash taxes were paid during the year ended June 30, 2024 or June 30, 2023. The change in operating assets and liabilities, specifically Trade and other payables includes $18.7 million of payables from NETC that were extinguished upon consummation of the Capital Reorganisation. Refer to Note 25 – Capital reorganization (the “SPAC Merger”) for further details.

b)Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.


	June 30,
Net debt	2024	2023

	(In thousands of US Dollars)
Cash and cash equivalents	11,081	2,060
Borrowings and other financial liabilities	(12,821)	(26,946)
Lease liabilities	(433)	(54)
Net debt	(2,172)	(24,940)

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c)Net debt movements:


	Liabilities from financing activities
	Borrowings and other financial liabilities	Leases

	(In thousands of US Dollars)
Net debt as of July 1, 2021	(15,431)	(137)
Proceeds from loan from related party	(1,838)	—
Capital contribution (excluding tax impact)	2,315	—
Fixed payments	—	46
Interest payments	(2,109)	(10)
Interest expense	1,431	8
Net debt as of July 1, 2022	(15,632)	(93)
Proceeds from loan from related party	(11,138)	—
Capital contribution (excluding tax impact)	1,517	—
Fixed payments	—	43
Interest expense	(2,461)	(6)
Foreign exchange differences	767	3
Net debt as of June 30, 2023	(26,946)	(53)
Proceeds from loans	(35,285)	—
Additions	(5,000)	(394)
Conversion of loans from AgCentral Energy Ltd	34,447	—
Conversion of loans from Nabors Lux	15,000	—
Fair value of embedded derivatives	5,486	—
Fixed payments	—	55
Interest expense	(522)	(23)
Foreign exchange differences	—	(18)
Net debt as of June 30, 2024	(12,821)	(433)

d)Non-cash investing and financing activities

Non-cash investing and financing activities disclosed in other notes are:

•Right -of-use assets — See Note 16 – Right -of-use assets

•Grant of MEP shares and Earnout Shares — See Note 20 – Reserves

•Derivative financial instrument — See Note 13 – Borrowings and other financial liabilitiess

•Capital Reorganisation - See Note 25 – Capital reorganization (the “SPAC Merger”)

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SiliconAurora Pty Ltd

ABN 14 606 360 169

Financial Statements

For the years ended June 30, 2024, 2023 and 2022

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SiliconAurora Pty Ltd						Page
Statement of Profit or Loss and Other Comprehensive Income						F-60
Statement of Financial Position						F-61
Statement of Changes in Equity						F-62
Statement of Cash Flows						F-63
Notes to the Financial Statements						F-64
Independent Auditor's Report To The Members Of Siliconaurora Pty Ltd For The Years Ended June 30, 2022 And June 30, 2023						F-79

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SILICONAURORA PTY LTD

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

AS AT JUNE 30, 2024*, 2023 and 2022


	Note	Unaudited 2024*	Audited 2023	Audited 2022
		$	$	$
Expenses
Aurora Energy Project development costs		(304,819)	—	—
Administrative and professional expenses		(394,755)	(526,231)	(606,303)
Employee benefits expense		—	—	(244,892)
Depreciation and amortisation expense		(69,918)	(69,698)	(48,635)
Other expenses		(3,961)	(34,776)	(44,423)
Finance costs		(120,859)	(120,270)	(90,723)
Total expenses		(894,312)	(750,975)	(1,034,976)

Loss before income tax expense		(894,312)	(750,975)	(1,034,976)

Income tax expense	4	—	—	—

Loss after income tax expense for the year attributable to the owners of SiliconAurora Pty Ltd	14	(894,312)	(750,975)	(1,034,976)

Other comprehensive income for the year, net of tax		—	—	—

Total comprehensive income for the year attributable to the owners of SiliconAurora Pty Ltd		(894,312)	(750,975)	(1,034,976)

* Not covered by the auditor’s report

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

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SILICONAURORA PTY LTD

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024* and 2023


	Note	Unaudited 2024*	Audited 2023
		$	$
Assets
Current assets
Cash and cash equivalents	5	144,382	—
Trade and other receivables	6	47,951	10,879
Other assets	8	2,522	3,450
Total current assets		194,855	14,329

Non-current assets
Property, plant and equipment	9	40,315	51,590
Right-of-use assets	7	1,993,105	2,051,747
Total non-current assets		2,033,420	2,103,337

Total assets		2,228,275	2,117,666

Liabilities

Current liabilities
Trade and other payables	10	313,062	231,136
Lease liabilities	12	110,000	110,000
Total current liabilities		423,062	341,136

Non-current liabilities
Borrowings	11	1,522,000	719,864
Lease liabilities	12	2,120,095	1,999,236
Total non-current liabilities		3,642,095	2,719,100

Total liabilities		4,065,157	3,060,236

Net liabilities		(1,836,882)	(942,570)

Equity
Issued capital	13	2,212,244	2,212,244
Accumulated losses	14	(4,049,126)	(3,154,814)
Total equity		(1,836,882)	(942,570)

* Not covered by the auditor’s report

The above statement of financial position should be read in conjunction with the accompanying notes

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SILICONAURORA PTY LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED JUNE 30, 2024*, 2023 and 2024


	Issued capital	Accumulated losses	Total equity
	$	$	$
Audited
Balance at July 1, 2021	1,000	(1,368,863)	(1,367,863)
Loss after income tax expense for the year	—	(1,034,976)	(1,034,976)
Other comprehensive income for the year, net of tax	—	—	—
Total comprehensive income for the year	—	(1,034,976)	(1,034,976)
Debt to Equity Swap	2,211,244	—	2,211,244
Balance at June 30, 2022	2,212,244	(2,403,839)	(191,595)

	Issued capital	Accumulated losses	Total equity
	$	$	$
Audited
Balance at July 1, 2022	2,212,244	(2,403,839)	(191,595)
Loss after income tax expense for the year	—	(750,975)	(750,975)
Other comprehensive income for the year, net of tax	—	—	—
Total comprehensive income for the year	—	(750,975)	(750,975)
Balance at June 30, 2023	2,212,244	(3,154,814)	(942,570)

	Issued capital	Accumulated losses	Total equity
	$	$	$
Unaudited
Balance at July 1, 2023	2,212,244	(3,154,814)	(942,570)
Loss after income tax expense for the year	—	(894,312)	(894,312)
Other comprehensive income for the year, net of tax	—	—	—
Total comprehensive income for the year	—	(894,312)	(894,312)
Balance at June 30, 2024*	2,212,244	(4,049,126)	(1,836,882)

* Not covered by the auditor’s report

The above statement of change in equity should be read in conjunction with the accompanying notes

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SILICONAURORA PTY LTD

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 2024*, 2023 and 2024


	Note	Unaudited 2024*	Audited 2023	Audited 2022
		$	$	$
Cash flows from operating activities
Loss before income tax expense for the year		(894,312)	(750,975)	(1,034,976)

Adjustments for:
Depreciation and amortisation		69,918	69,698	48,635
Finance costs		120,859	10,272	90,723
Property, plant and equipment purchased		—	(4,092)	—
		(703,535)	(675,097)	(895,618)

Change in operating assets and liabilities:
Increase in trade and other receivables		(37,073)	(10,879)	—
Increase in prepayments		928	(3,450)	—
Increase in trade and other payables		81,926	96,664	32,897

		(657,754)	(592,762)	(862,721)
Transactions funded via shareholder loans	11	102,136	592,762	861,721
Net cash used in operating activities		(555,618)	—	(1,000)


Net cash from investing activities		—	—	—

Cash flows from financing activities
Proceeds from shareholder loans	11	700,000	—	—
Net cash from financing activities		700,000	—	—
Net increase in cash and cash equivalents		144,382	—	(1,000)
Cash and cash equivalents at the beginning of the financial year		—	—	1,000
Cash and cash equivalents at the end of the financial year	5	144,382	—	—

At June 30, 2023 the company held no cash or cash equivalents. All transactions during the period 1 July 2022 to 20 June 2023 have been funded via shareholder loans (note 19) and (note 21).

* Not covered by the auditor’s report

The above statement of cashflow should be read in conjunction with the accompanying notes

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NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2024 (Not covered by the auditor’s report), 2023 and 2024

Note 1. General Information

The financial statements cover SiliconAurora Pty Ltd ("the company") as an individual entity. The financial statements are presented in Australian dollars, which is SiliconAurora Pty Ltd's functional and presentation currency.

The information presented in this report for the year ended June 30, 2024 are unaudited, while the June 30, 2023 and 2022 information are audited.

SiliconAurora Pty Ltd is a company limited by shares, incorporated and domiciled in Australia. Its current registered office and principal place of business is:

Western Plant, Door 1

1 Watts Road, Tonsley SA 5042

On May 8, 2024 the company moved into its new principal place of business in Tonsley, SA. Prior to this date the company's registered office and principal place of business was:

136 Daws Road

Melrose Park, SA 5039

Principal activities

The principal activity of the company is to develop and commercialise solar generation and energy storage technologies.

The shareholders of the company have entered into a Shareholders Agreement to govern the ongoing operation of SiliconAurora and the development of the Aurora Energy Project ('AEP' or 'the Project').

SiliconAurora holds the developmental approval for the AEP. The Project is intended to comprise various stages, including:

(1)‘Stage 1’ (BESS Project) – the first stage of the project, being a 140MW/140MWh BESS (1 hour capacity storage), including 33kV connection to electricity network;

(2)‘Stage 2’ (CSP Project) – being construction of a concentrated solar power electricity generation plant.

(3)‘Stage 3’ (Solar PV) – being construction of solar photovoltaic electricity generation facilities, and

(4)'Stage 4’ (TESS Project) – being construction of a thermal energy storage solution (TESS) pilot plant.

Under the terms of the Shareholder Agreement, the company will continue to be the legal and beneficial owner of all the assets comprising the Stage 1 BESS Project. The shareholders will contribute to and co-fund the activities associated to the BESS Project in accordance with the Shareholder Agreement.

In addition, under the terms of the Shareholders Agreement, the company grants Vast Solar Aurora Pty Ltd (VSA) or its wholly owned subsidiary the exclusive right to carry out Stage 2 CSP Project in accordance with the Shareholder Agreement. VSA will incur all costs and expenses and take all risks in relation to the CSP Project. VSA will derive all economic benefits and bear all liability and expenses associated with the CSP Project. In relation to Stage 4 TESS Project, the company grants 1414 Degrees Limited (14D) or its wholly owned subsidiary the exclusive right to carry out Stage 4 TESS Project in accordance with the Shareholder Agreement. 14D will incur

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all costs and expenses and take all risks in relation to the TESS Project. 14D will derive all economic benefits and bear all liability and expenses associated with the TESS Project.

On April 9, 2024 it was announced that SiliconAurora Pty Ltd had entered into a term sheet with Vast Solar 1 Pty Ltd and OZ Minerals Services Pty Ltd, a subsidiary of BHP Group Limited. The Term Sheet sets out an in-principle process in respect of SiliconAurora and Vast Solar potentially obtaining access to the ElectraNet owned 275kV Hill-to-Hill Transmission Line to connect the initial stages of the Aurora Energy Precinct.

The financial statements were authorised for issue, in accordance with a resolution of directors, on November 5, 2024. The directors have the power to amend and reissue the financial statements.

Note 2. Material accounting policy information

The accounting policies that are material to the company are set out either in the respective notes or below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated.

Basis of preparation

The general purpose financial statements comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, and certain classes of property, plant and equipment.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

Going concern

The financial report has been prepared on the basis of a going concern. The financial report shows the company incurred a net loss of $894,312 (2023: $750,975) and has a net liability position of $1,836,882 (2023: $942,570) at June 30, 2024. The net liability amount includes liabilities related to operating and investing activities.

The company expects that it will continue to incur significant cash outflows to fund its operations and to meet all of its obligations, including interest and principal payments on the outstanding debt. It is dependent on its shareholders continuing to fund the development expenditure as set out in the Shareholder Agreement. As such the company is dependant on both of its shareholders continuing as a going concern.

As a result, there is material uncertainty related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern and therefore the company may be unable to realise its assets and discharge its liabilities in the normal course of business. No allowance for such circumstances has been made in the financial report. However, the directors believe that the company will be successful in the above matters and, accordingly, have prepared the financial report on a going concern basis.

Income tax

The income tax expense or benefit for the period is the tax payable/(receivable) on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and

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liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

•When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or

•When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the company's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the company's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

Finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.

Goods and Services Tax ('GST')

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

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Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

New Accounting Standards and Interpretations not yet mandatory or early adopted

There are currently no International Financial Reporting Standards and Interpretations that have recently been issued or amended but are not yet mandatory that are relevant to the company. As such there are no International Financial Reporting Standards that have been early adopted by the company for the annual reporting period ended June 30, 2024.

Note 3. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Estimation of useful lives of assets

The company determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment assets at each reporting date. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Impairment of property, plant and equipment

The company assesses impairment of property, plant and equipment at each reporting date by evaluating conditions specific to the company and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.

Lease term

The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the company's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The company reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances. Please refer to note 7 for further information.

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Lease term - project start date

The lease payment indexation of 2.5% is based on certain number of years following the project start date of AEP. The company estimates the project start date in the year of 2024 and therefore the lease payment increment of 2.5% will first apply in 2029. Any change in the project start date will have an impact on the future lease payments and will require remeasurement of lease liabilities.

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the company estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.

Note 4. Income tax expense


	Unaudited 2024	Audited 2023	Audited 2022
	$	$	$
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense	(894,312)	(750,975)	(1,034,976)

Tax at the statutory tax rate of 25%	(223,578)	(187,744)	(258,744)

Current year tax losses not recognised	209,013	180,306	244,240
Current year temporary differences not recognised	14,565	7,438	14,504
Income tax expense	—	—	—


	Unaudited 2024	Audited 2023	Audited 2022
	$	$	$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised	3,894,404	3,286,163	2,564,937
Potential tax benefit @ 25%	973,601	821,541	641,234

The above potential tax benefit for tax losses have not been recognised and are only recognised where probable that future taxable amounts will be available to utilise those temporary differences and losses.


	Unaudited 2024	Audited 2023	Audited 2022
	$	$	$
Deferred tax assets/(liabilities)
Deferred tax comprises temporary differences attributable to:
Right of use assets	(498,276)	(512,937)	(527,598)
Lease liability	557,524	527,309	524,741
Accrued expenses	—	—	6,118
Legal expenses	5,621	8,432	11,243

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Prepayments	—	(862)	—
Total deferred tax	64,869	21,942	14,504

The above potential tax benefit for the year ended June 30, 2024, which excludes tax losses, for deductible temporary differences has not been recognised in the statement of financial position as the recovery of this benefit is uncertain.

Note 5. Cash and cash equivalents


	Unaudited 2024	Audited 2023
	$	$
Current assets
Cash at bank	144,382	—

Accounting policy for cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

During the period ended June 30, 2023 the company held no cash or cash equivalents and all transactions have been funded via a shareholder loan from 1414 Degrees Limited and Vast Renewables Limited.

Note 6. Trade and other receivables


	Unaudited 2024	Audited 2023
	$	$
Current assets
Goods and Services Tax receivable	47,951	10,879

Accounting policy for trade and other receivables

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Note 7. Right-of-use assets


	Unaudited 2024	Audited 2023
	$	$
Non-current assets
Tripartite agreement - pastoral lease	2,252,815	2,252,815
Less: Accumulated depreciation	(259,710)	(201,068)
	1,993,105	2,051,747

On March 27, 2018 the company entered into a tripartite agreement for a pastoral lease with Buckleboo Nominees Pty Ltd ATF David Michael Family Trust (“Pastoralist”) and The Minister for Sustainability, Environment and Conservation (“Minister”). The Pastoralist has agreed to surrender a parcel of land from its existing tenure under the Pastoral Act so that a tenure can be granted to SiliconAurora under the Crown Land Act.

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The term of the lease is for 40 years and the subsequent lease payment dates are the 12 month anniversary of the lease commencement date which is June 27, 2018.

On November 20, 2018 the crown lease agreement was fully executed pursuant to the original tripartite agreement to allot and surrender the parcel of land, together with a free and unrestricted right of way over the area. The terms and conditions of this crown lease were outlined in the original tripartite agreement. On March 18, 2022 the lease agreement was amended to include the following material changes:

•to include a clause "Option to extend Guarantee Start Date". Under this the company may by notice to the other parties given at least 6 months and no longer than 12 months prior to August 31, 2024 extend the Guarantee Start Date to a date no later than August 31, 2026. This does not impact the overall term of the lease.

•lease payments were increased. The original agreement had payments of $110,000 that decreased to $55,000 in year 6. The lease payments then subsequently increase each year by 2.5%. The new agreement has lease payments of $110,000 that will increase by 2.5% each year, three years after the project commences. It is expected that the project will commence in the 2024 year.

The discount rate applied to the lease before the agreement was amended was 6.23%. After the lease was amended the discount rate was updated to 5.73%.

Reconciliations

Reconciliations of the carrying amounts at the beginning and end of the current and previous financial year are set out below:


			Pastoral Lease
			$
Balance at July 1, 2021			1,091,111
Depreciation expense prior to lease modification			(22,420)
Lease modification increment (March 18, 2022)			1,071,737
Depreciation expense post lease modification			(30,038)

Balance at July 1, 2022			2,110,390
Depreciation expense			(58,643)

Balance at June 30, 2023			2,051,747
Depreciation expense			(58,642)
Balance at June 30, 2024			1,993,105

Accounting policy for right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the company expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of-use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

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Note 8. Other assets


	Unaudited 2024	Audited 2023
	$	$
Current assets
Prepayments - insurance	2,522	3,450

Note 9. Property, plant and equipment


	Unaudited 2024	Audited 2023
	$	$
Non-current assets
Computer equipment - at cost	288	288
Less: Accumulated depreciation	(86)	(29)
	202	259
Meteorological and environmental monitoring equipment - at cost	112,180	112,180
Less: Accumulated depreciation	(72,067)	(60,849)
	40,113	51,331
	40,315	51,590

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:


	Meteorological Equipment	Computer equipment	Total
	$	$	$
Balance at July 1, 2022	58,551	—	58,551
Additions	3,806	288	4,094
Depreciation expense	(11,026)	(29)	(11,055)
Balance at June 30, 2023	51,331	259	51,590
Depreciation expense	(11,217)	(58)	(11,275)
Balance at June 30, 2024	40,113	202	40,315

Accounting policy for property, plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:


Computer equipment			5 years
Meteorological and environmental monitoring equipment			10 years

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The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.

Note 10. Trade and other payables


	Unaudited 2024	Audited 2023
	$	$
Current liabilities
Trade payables	301,737	121,136
Other payables	11,325	110,000
	313,062	231,136

Refer to note 16 for further information on financial risk management.

Accounting policy for trade and other payables

These amounts represent liabilities for goods and services provided to the company prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Note 11. Borrowings


	Unaudited 2024	Audited 2023
	$	$
Non-current liabilities
Loan from 1414 Degrees Limited	761,525	360,457
Loan from Vast Renewables Limited	760,475	359,407
	1,522,000	719,684

Loan from 1414 Degrees Ltd

Reconciliation of the 1414 Degrees Ltd borrowings movement are set out below:


	Unaudited 2024	Audited 2023
	$	$
Opening balance of loan	360,457	64,075
Loan converted to share equity (note 13)	—	—
Charge for joint venture expenditure incurred by venturers	51,068	296,382
Additional funds contributed by venturers	350,000	—
Closing balance	761,525	360,457

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Loan from Vast Renewables Limited

Reconciliation of the Vast Renewables Limited borrowings movement are set out below:


	Unaudited 2024	Audited 2023
	$	$
Opening balance	359,407	63,025
Charge for joint venture expenditure incurred by venturers	51,068	296,382
Additional funds contributed by venturers	350,000	—
Closing balance	760,475	359,407

Accounting policy for borrowings

Loans and borrowings consist of the Joint Venture parties contribution towards the joint venture expenditure of SiliconAurora. These amounts are recognised at cost.

The joint venture agreement between Vast Renewables Limited and 1414 Degrees Limited states that each party will contribute 50% of all development costs associated with developing the stage 1 Battery Energy Storage System (BESS).

The loans from 1414 Degrees Limited and Vast Renewables Limited are unsecured with a loan term of 36 months from the date the funds are first advanced. No interest is charged on the loan balances by the lender.

Note 12. Lease liabilities


	Unaudited 2024	Audited 2023
	$	$
Current liabilities
Lease liability - SiliconAurora Pastoral Lease	110,000	110,000
Non-current liabilities
Lease liability-SiliconAurora Pastoral Lease	2,120,095	1,999,236
	2,230,095	2,109,236

Refer to note 16 for further information on financial risk management.

Total payments made in relation to leases was $110,000 (2023: $110,000). The payments were funded by a shareholder loan from the Joint Venture parties.


	Unaudited 2024	Audited 2023
	$	$
Maturity analysis of lease liabilities payable:
Within one year	110,000	110,000
One to five years	558,319	552,750
More than five years	4,958,212	5,073,781
	5,626,531	5,736,531

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Accounting policy for lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

Note 13. Issued capital


	Unaudited 2024	Audited 2023	Unaudited 2024	Audited 2023
	Shares	Shares	$	$
Ordinary shares - fully paid	2,211,344	2,211,344	2,212,244	2,212,244

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Capital risk management

The company's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The company is not subject to any financing arrangements covenants. However if it was, meeting these would be given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year.

Accounting policy for issued capital

Ordinary shares are classified as equity.

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Note 14. Accumulated losses


	Unaudited 2024	Audited 2023
	$	$
Accumulated losses at the beginning of the financial year	(3,154,814)	(2,403,839)
Loss after income tax expense for the year	(894,312)	(750,975)
Accumulated losses at the end of the financial year	(4,049,126)	(3,154,814)

Note 15. Dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Note 16. Financial risk management

Financial risk management objectives

The company's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the company. The company uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk.

Risk management is carried out by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the company and appropriate procedures, controls and risk limits. Management identifies, evaluates and hedges financial risks within the company's operating units.

Market risk

Foreign currency risk

The company undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

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

Price risk

The company is not exposed to any significant price risk.

Interest rate risk

The company is not exposed to any significant interest rate risk. The borrowings of the company are interest free loans.

Credit risk

Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

The company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the group.

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Liquidity risk

Vigilant liquidity risk management requires the company to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The company does not currently hold any liquid assets, including cash and is dependent on its joint- controlling entities to meet its financial obligations when they fall due.

Remaining contractual maturities

The following tables detail the company's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.


	Weighted average interest rate	1 year or less	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Remaining contractual maturities
Unaudited 2024	%	$	$	$	$	$
Non-derivatives
Non-interest bearing
Trade payables	—	313,063	—	—	—	313,063
Loans from shareholders	—	—	—	1,521,999	—	1,521,999
Lease liabilities	—	110,000	110,000	448,319	4,958,212	5,626,531
Total non-derivatives		423,063	110,000	1,970,318	4,958,212	7,461,593


	Weighted average interest rate	1 year or less	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Remaining contractual maturities
Audited 2023	%	$	$	$	$	$
Non-derivatives
Non-interest bearing
Trade payables	—	231,136	—	—	—	231,136
Loans from shareholders	—	—	—	719,864	—	719,864
Lease liabilities	—	110,000	110,000	442,750	5,073,781	5,736,531
Total non-derivatives		341,136	110,000	1,162,614	5,073,781	6,687,531

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Note 17. Contingent liabilities

At June 30, 2024 those charged with governance of the company note that there are no known contingent liabilities.

Note 18. Commitments

At June 30, 2024 those charged with governance of the company note that there are no known commitments.

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Note 19. Related party transactions

Parent entity

Previously the immediate and ultimate parent entity was 1414 Degrees Limited, as of June 16, 2022 there is now joint control between 1414 Degrees Limited and Vast Renewables Limited as a result of the Share Sale Agreement and Shareholders Agreement entered into on June 15, 2022.

Transactions with related parties

The following transactions occurred with related parties:


	Unaudited 2024	Audited 2023	Audited 2022
	$	$	$
Other transactions:
Expenses paid on behalf of the company by 1414 Degrees Limited as parent entity	—	—	624,621
Lease payments made on behalf of the company by 1414 Degrees Limited as parent entity	—	—	110,000
Expenses paid on behalf of the company by 1414 Degrees Limited as controlling entity	51,068	296,382	64,075
Expenses paid on behalf of the company by Vast Renewables Limited as controlling entity	51,068	296,382	63,025
Additional funds contributed to the company by 1414 Degrees Limited as controlling entity	350,000	—	—
Additional funds contributed to the company by Vast Renewables Limited as controlling entity	350,000	—	—

The joint venture agreement between Vast Renewables Limited and 1414 Degrees Limited states that each party will contribute 50% of the expenses incurred as per their Shareholders agreement.

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

Loans to/from related parties

The following balances are outstanding at the reporting date in relation to loans with related parties:


	Unaudited 2024	Audited 2023
	$	$
Non-current borrowings:
Loan from controlling entity - 1414 Degrees Limited	761,525	360,457
Loan from controlling entity - Vast Renewables Limited	760,475	359,407

Terms and conditions

Transactions between related parties were not made on normal commercial terms. Refer to note 11 for the terms and conditions of the loan agreement.

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Note 20. Events after the reporting period

After June 30, 2024 a further $380,000 was contributed to the joint venture by both 1414 Degrees Limited and Vast Renewables Limited. The closing balances of the loans from controlling entities at time of signing this report is $1,041,525 from 1414 Degrees Limited and $1,040,475 from Vast Renewables Limited.

No other matter or circumstance has arisen since June 30, 2024 that has significantly affected, or may significantly affect the company's operations, the results of those operations, or the company's state of affairs in future financial years.

Note 21. Non-cash operating, investing and financing activities


	Unaudited 2024	Audited 2023	Audited 2022
	$	$	$
Lease payments, including interest made by related parties (note 12)	110,000	110,000	110,000
Shares issued on conversion of loan (note 13)	—	—	2,211,344
Payments of operating expenses made by related parties (note 19)	—	592,764	751,722
Lease modification	—	—	1,071,737

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Report of Independent Auditors

To the Board of Directors of SiliconAurora Pty Ltd

Opinion

We have audited the accompanying financial statements of SiliconAurora Pty Ltd (the “Company”), which comprise the statement of financial position as of June 30, 2023, and the related statements of profit or loss and other comprehensive income, of changes in equity and of cash flows for each of the two years in the period ended June 30,2023, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30,2023 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Material Uncertainty Related to Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements appearing in Vast Renewables Limited’s Post-effective Amendment No. 1 to Form F-1 dated April 25, 2024 (not presented herein), the Company has incurred recurring losses from operations, has a net liability position and has no cash and cash equivalents as of June 30, 2023, and is dependent on its shareholders continuing to fund its operations and development expenditure and to meet the interest and principal payments on its outstanding debt obligations, and has stated that these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in Note 2 appearing in Vast Renewables Limited’s Post-effective Amendment No. 1 to Form F-1 dated April 25, 2024 (not presented herein). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Other Matter

The accompanying statement of financial position of SiliconAurora Pty Ltd as of June 30, 2024, and the related statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended are presented for purposes of complying with Rule 3-09 of SEC Regulation S-X; however, Rule 3-09 does not require the 2024 financial statements to be audited and they are therefore not covered by this report.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern for at least, but not limited to, twelve months from the end of the reporting period, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with US GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ PricewaterhouseCoopers

Sydney, Australia

September 29, 2023

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Item 19. Exhibits


Exhibit Number						Description
1.1						Constitution of Vast. (incorporated by reference to Exhibit 3.1 to Amendment No. 5 to the Registration Statement on Form F-4 (File No. 333-272058), filed with the SEC on November 20, 2023
2.1						Private Warrant Agreement, dated November 16, 2021, between Nabors Energy Transition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Nabors Energy Transition Corp.’s Current Report on Form 8-K (File No. 001-41073) filed with the SEC on November 16, 2021).
2.2						Public Warrant Agreement, dated November 16, 2021, between Nabors Energy Transition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to Nabors Energy Transition Corp.’s Current Report on Form 8-K (File No. 001-41073) filed with the SEC on November 16, 2021).
2.3						Private Warrant Assignment, Assumption and Amendment Agreement, dated December 18, 2023, by and among Vast, NETC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 2.3 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).
2.4						Public Warrant Assignment, Assumption and Amendment Agreement, dated December 18, 2023 by and among Vast, NETC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 2.4 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).
2.5						Specimen Private Warrant Certificate (incorporated by reference to Exhibit 4.5 to Nabors Energy Transition Corp.’s Registration Statement on Form S-1 (File No. 333-256876), filed June 8, 2021).
2.6						Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.3 to Nabors Energy Transition Corp.’s Registration Statement on Form S-1 (File No. 333-256876), filed June 8, 2021).
2.7***						Description of Registrant's Securities.
4.1†						Business Combination Agreement, dated as of February 14, 2023, by and between Nabors Energy Transition Corp., Neptune Merger Sub Inc., Vast, Nabors Industries Ltd. and Nabors Energy Transition Sponsor LLC (incorporated by reference to Annex A to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.2						Amendment and Waiver to Business Combination Agreement, dated as of October 19, 2023, by and among Nabors Energy Transition Corp., Neptune Merger Sub Inc., Vast, Nabors Industries Ltd. and Nabors Energy Transition Sponsor LLC (incorporated by reference to Annex A-1 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.3						Support Agreement, dated as of February 14, 2023, by and among Nabors Energy Transition Corp., Nabors Energy Transition Sponsor LLC, Vast, Nabors Lux 2 S.a.r.l. and the independent directors party thereto (incorporated by reference to Annex C to the proxy statement/prospectus to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.4						Amendment No. 1 to Support Agreement, dated as of October 19, 2023, by and among Nabors Energy Transition Corp., Nabors Energy Transition Sponsor LLC, Vast, Nabors Lux 2 S.a.r.l. and the independent directors party thereto (incorporated by reference to Annex C-1 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.5						Form of Equity Subscription Agreement (incorporated by reference to Annex H to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.6						Services and Cost Reimbursement Agreement, dated as of February 14, 2023, by and between Nabors Corporate Services, Inc. and Vast (incorporated by reference to Exhibit 10.6 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.7						Joint Development and License Agreement, dated as of February 14, 2023, by and between Nabors Energy Transition Ventures LLC and Vast (incorporated by reference to Exhibit 10.7 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

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Exhibit Number						Description
4.8						Exclusivity and Confidentiality Agreement, dated as of August 28, 2017, by and between Doosan Skoda Power s.r.o. and Vast (incorporated by reference to Exhibit 10.12 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.9						Heliostat Manufacturing and Supply Agreement Binding Term Sheet, dated as of December 21, 2018, by and between sbp sonne gmbh and Vast (incorporated by reference to Exhibit 10.15 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.10						Heliostat IP Agreement Binding Term Sheet, dated as of December 21, 2018, by and between sbp sonne gmbh and Vast (incorporated by reference to Exhibit 10.16 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.11†#						Vast 2 Heliostat Collaboration (CSP Technology Collaboration Agreement), dated as of August 8, 2019, by and between schlaich bergermann partner, sbp sonne gmbh and Vast (incorporated by reference to Exhibit 10.17 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.12#						Master Services and Collaboration Agreement, dated as of March 9, 2020, by and between Advisian Pty Ltd and Vast (incorporated by reference to Exhibit 10.19 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.13						Exclusive Collaboration Agreement, dated as of December 9, 2020, by and between KSB SE & Co. and Vast (incorporated by reference to Exhibit 10.23 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.14†#						Joint Development Agreement, New West Queensland Hybrid Power Project Feasibility Study, dated as of February 12, 2021, by and between Stanwell Corporation Limited and Vast (incorporated by reference to Exhibit 10.24 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.15						Exclusive Collaboration Agreement, dated as of March 16, 2021, by and between Contralos Y Diseños Industriales S.A. and Vast (incorporated by reference to Exhibit 10.25 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.16†						Option and License Deed, dated as of March 19, 2021, by and among James Lyne Lord, Marjorie Annette Lord and Vast (incorporated by reference to Exhibit 10.26 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.17						Exclusive Collaboration Agreement, dated as of September 21, 2021, by and between Cockerill Maintenance et Ingénierie S.A. and Vast (incorporated by reference to Exhibit 10.28 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.18						Share Sale and Purchase Agreement – SiliconAurora Pty Ltd, dated as of June 15, 2022, by and among 1414 Degrees Limited, Vast Solar Aurora Pty Ltd and Vast (incorporated by reference to Exhibit 10.30 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.19						Conditional Offer of Funding – German-Australian Hydrogen Innovation and Technology Incubator (HyGATE), dated as of December 20, 2022, by and between Australian Renewable Energy Agency and Vast (incorporated by reference to Exhibit 10.32 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.20#						Advancing Renewables Program Funding Agreement, dated as of January 27, 2023, by and between Australian Renewable Energy Agency and Vast (incorporated by reference to Exhibit 10.33 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.21						Management Equity Plan Deed (incorporated by reference to Exhibit 10.35 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.22						Amendment to Vast Solar Management Equity Plan, dated as of February 14, 2023 (incorporated by reference to Exhibit 10.36 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).

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Exhibit Number						Description
4.23†						Vast Solar Management Equity Plan – De-SPAC Side Deed, dated as of February 14, 2023 (incorporated by reference to Exhibit 10.37 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.24						Pre-Works Agreement for Port Augusta Project, dated as of April 24, 2023, by and between Doosan Skoda Power s.r.o. and Vast (incorporated by reference to Exhibit 10.41 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.25†						Technological Cooperation Agreement, dated as of May 16, 2013, by and between MSSA SAS and Vast (incorporated by reference to Exhibit 10.42 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.26						General Conditions Governing the Works to be Carried out by John Cockerill Renewable S.A. and its subsidiaries, dated as of June 7, 2023, by and between John Cockerill Renewable S.A. and Vast (incorporated by reference to Exhibit 10.43 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.27†						Fichtner Proposal, dated as of June 8, 2023, by and between Fichtner Australia Pty Ltd and Vast (incorporated by reference to Exhibit 10.44 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.28#						Minor Supply Agreement, dated as of July 10, 2023, by and between Contralos Y Diseños Industriales S.A. and Vast (incorporated by reference to Exhibit 10.45 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.29†						Master Agreement, dated as of October 19, 2023, by and among Vast, Nabors Industries Ltd., Nabors Energy Transition Corp., Nabors Energy Transition Sponsor LLC, Nabors Lux 2 S.a.r.l, Neptune Merger Sub, Inc. and AgCentral Energy Pty Limited (incorporated by reference to Exhibit 10.48 to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.30						Backstop Agreement, dated as of October 19, 2023, by and between Vast and Nabors Lux 2 S.a.r.l. (incorporated by reference to Annex J to Amendment No. 5 to the Registration Statement on Form F-4 (File. No. 333-272058), filed with the SEC on November 20, 2023).
4.31						Amendment No. 1 to Backstop Agreement, dated as of December 8, 2023, by and between Vast and Nabors Lux 2 S.a.r.l. (incorporated by reference to Exhibit 4.53 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).
4.32						Note Purchase Agreement, dated as of December 7, 2023, by and among Vast, Vast Intermediate HoldCo Pty Ltd and EDF Australia Pacific Pty Ltd (incorporated by reference to Exhibit 4.60 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).
4.33						Joint Development Agreement, dated as of December 7, 2023, by and between Vast and EDF Australia Pacific Pty Ltd (incorporated by reference to Exhibit 4.61 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).
4.34						Parent Company Guarantee, dated as of December 7, 2023, by and between Vast and EDF Australia Pacific Pty Ltd (incorporated by reference to Exhibit 4.62 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).
4.35						Loan Agreement, dated as of December 8, 2023, by and between Vast and Nabors Lux 2 S.a.r.l. (incorporated by reference to Exhibit 4.63 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).
4.36						Non-Redemption Agreement, dated December 13, 2023, by and among Nabors Energy Transition Company, Vast and CT Investments Group Pty Limited (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Nabors Energy Transition Company (File No. 001-41073) on December 14, 2023).
4.37†						Side Letter Agreement, dated December 14, 2023, by and among Vast, Nabors Lux 2 S.a.r.l., Nabors Energy Transition Sponsor LLC, Nabors Energy Transition Corp., and Nabors Corporate Services, Inc. (incorporated by reference to Exhibit 4.65 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).
4.38						Shareholder and Registration Rights Agreement, dated December 18, 2023, by and among Vast and the holders party thereto (incorporated by reference to Exhibit 2.7 to the Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).

II-4

Table of Contents


Exhibit Number						Description
4.39#						Advancing Renewables Program Funding Agreement, dated as of December 23, 2023, by and between Solar Methanol 1 Pty Ltd and the Australian Renewable Energy Agency (incorporated by reference to Exhibit 10.65 to the Registration Statement on Form F-1 (File No. 333-277574), filed with the SEC on February 29, 2024).
4.40						Form of Deed of Access Insurance and Indemnity (incorporated by reference to Exhibit 10.66 to the Registration Statement on Form F-1 (File No. 333-277574), filed with the SEC on February 29, 2024).
4.41						Equity Plan of Vast Renewables Limited (incorporated by reference to Exhibit 10.67 to the Registration Statement on Form F-1 (File No. 333-277574), filed with the SEC on February 29, 2024).
4.42						Vast Renewables Limited Employee Share Trust Trust Deed, dated December 18, 2023, by and between Vast and Vast Employee Share Holdings Pty Ltd (incorporated by reference to Exhibit 10.68 to the Registration Statement on Form F-1 (File No. 333-277574), filed with the SEC on February 29, 2024).
4.43†						Form of Equity Plan Offer Letter (incorporated by reference to Exhibit 10.69 to the Registration Statement on Form F-1 (File No. 333-277574), filed with the SEC on February 29, 2024).
4.44†#						Early Contractor Involvement ECI Services Agreement, dated as of February 16, 2024, by and between Vast and Primero Group Limited (incorporated by reference to Exhibit 10.70 to Post-Effective Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-277574), filed with the.SEC on April 25, 2024).
4.45†#						Agreement for Consultancy and Professional Services, dated as of April 2, 2024, by and between Vast and Worley Services Pty Ltd (incorporated by reference to Exhibit 10.71 to Post-Effective Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-277574), filed with the SEC on April 25, 2024).
8.1						List of Subsidiaries of Vast (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form F-1 (File No. 333-277574), filed with the SEC on February 29, 2024).
11.1						Code of Conduct and Ethics (incorporated by reference to Exhibit 11.1 to Shell Company Report on Form 20-F (File No. 001-41891), filed with the SEC on December 22, 2023).
11.2***						Insider Trading Compliance Policy.
12.1*						Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2*						Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1**						Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2**						Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1***						Policy for the Recovery of Erroneously Awarded Compensation.
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

_____________________________________________

* Filed herewith.

** Furnished herewith.

*** Previously filed.

†Schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

#Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the Company treats as private or confidential. The Registrant hereby agrees to furnish an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses to the Commission upon request.

II-5

Table of Contents

SIGNATURES

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.


	Vast Renewables Limited

Date: November 6, 2024	By:	/s/ Marshall D. Smith
		Name: Marshall D. Smith Title: Chief Financial Officer

II-6

Exhibit 12.1

Certification by the Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Craig David Wood, Chief Executive Officer of Vast Renewables Limited (the “Company”), certify that:

1. I have reviewed this annual report on Form 20-F of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) for the Company and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. [omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a)];

c. evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.



Date: November 6, 2024	By:	/s/ Craig David Wood
		Craig David Wood
		Chief Executive Officer (Principal Executive Officer)

Exhibit 12.2

Certification by the Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Marshall D. Smith, Chief Financial Officer of Vast Renewables Limited (the “Company”), certify that:

1. I have reviewed this annual report on Form 20-F of the Company;

b. [omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a)];

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.



Date: November 6, 2024	By:	/s/ Marshall D. Smith
		Marshall D. Smith
		Chief Financial Officer

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Annual Report on Form 20-F of Vast Renewables Limited (the “Company”) for the year ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig David Wood, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:


			(1)			the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
			(2)			the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 6, 2024	By:	/s/ Craig David Wood
		Craig David Wood
		Chief Executive Officer (Principal Executive Officer)

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Annual Report on Form 20-F of Vast Renewables Limited (the “Company”) for the year ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marshall D Smith, Chief Finance Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:


			(1)			the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
			(2)			the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 6, 2024	By:	/s/ Marshall D. Smith
		Marshall D. Smith
		Chief Financial Officer

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