Jcurve Solutions Limited
ANNUAL
FINANCIAL
REPORT
For the year ended 30 June 2023
ABN 63 088 257 729
Advancing
the growth
of ambitious
firms.
Jcurve Solutions Limited
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CONTENTS
Chairman Message
Directors’ Report Including Remuneration Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes In Equity
Contents to the Notes to the Financial Statements
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Information
33
3
Chairman Message
Dear fellow shareholders,
On behalf of the Board of Directors I am pleased to present the Jcurve Solutions Limited Annual Report for the year
ended 30 June 2023 (FY2023).
The Company delivered solid financial results in FY2023 despite a slight decrease in year-on-year sales. Revenue
pleasingly reached a new record of $16.4m and underlying business earnings remained strong with an EBITDA of $1.6m
for FY2023. The Company reported an overall net loss after tax of $0.3m, this included tax expense of $0.6m primarily
from the generation of taxable income in Australia and the derecognition of carried forward tax losses in Singapore and
the Philippines.
Cash at bank was at $4.3m as at 30 June 2023. This balance, as well as the company being debt free, saw your Board
declare a fully franked special dividend of 0.175 cents per ordinary share in July 2023 which was subsequently paid to
shareholders in September 2023. Supported by cash earnings growth the Board is committed to prioritising future
capital management initiatives. These of course may be in the form of dividends and or buybacks.
Despite significant work undertaken on potential acquisition opportunities in FY2023, no acquisitions were made. Our
commitment is to only make acquisitions that add value, are reasonably priced, not acquisitions at any cost and those
that have synergies with our existing business operations.
In June we announced the resignation of Stephen Canning after 8 years with the Company as CEO and the
appointment of Chris King to the CEO role. Chris commenced with Jcurve in August 2023 and has hit the ground
running. Chris has a substantial change agenda and is focused on driving accelerated growth in recurring revenue and
cash earnings.
Finally, thank you to our shareholders, employees, customers and partners for your ongoing support. With a
reinvigorated team and focus, we look forward to a successful year ahead.
Mark Jobling
Chairman
34
Director’s Report
Jcurve Solutions Limited
Your directors present the annual financial report of the consolidated entity (referred to hereafter as ‘Jcurve
Solutions’ or ‘the Group’) consisting of Jcurve Solutions Limited and the entities it controlled at the end of, or during,
the year ended 30 June 2023. In order to comply with the provisions of the Corporations Act 2001, the Directors’ Report
is as follows:
Directors and Company Secretary
The names of directors who held office during or since the end of the year and until the date of this report are as
follows. Directors were in office for the entire year unless otherwise stated.
Mr. Mark Jobling – Non-Executive Chairman
Mr. Martin Green - Non-Executive Director
Mr. Bruce Hatchman – Non-Executive Director
Mr. David Franks – Company Secretary
Mr Graham Baillie - Non-Executive Director
Names, qualifications, experience, and special responsibilities
The following information is current as at the date of this report.
Mark Jobling
B. Eco, B Laws (Hons) (Non-Executive Chairman)
Experience and expertise
Mark Jobling joined the company on 8 April 2015 as a Non-Executive Director. Mark is a substantial shareholder of
the Company and holds a Bachelor of Economics and Bachelor of Laws (Hons) from Monash University.
Mark is involved in a number of businesses across Asia including acting as Chairman of Impact Solar Group Limited,
an Impact Electrons and Mitsubishi Corporation joint venture in renewable energy. Mark is also Chairman of
Tomorrow Entertainment Group Pte Ltd which owns and operates a number of entertainment based attractions in
Asia, primarily in Singapore.
Mark began his career as a commercial lawyer with Mallesons Stephen Jaques in Australia and went on to hold
senior executive roles in multi-billion dollar companies, including Managing Director of South East Asia and Taiwan
for CLP Holdings Limited, and CEO of OneEnergy Limited, a CLP/Mitsubishi Corporation joint venture in Asia.
Directorships of other listed companies
None.
Special responsibilities
Chairman of the Remuneration Committee.
Former directorships of other listed companies
None.
5
Director’s Report (continued)
Bruce Hatchman
FCA MAICD JP (Non-Executive Director)
Experience and expertise
Bruce Hatchman was appointed to the Board of Jcurve Solutions on 27 November 2014 and acted as Chairman from
27 November 2014 until 18 January 2021 before remaining as a Non-Executive Director. Bruce is an experienced and
successful finance professional. As the former Chief Executive of Crowe Horwath, Bruce has over 40 years’ experience
in providing audit and assurance, and M&A services to listed companies and other consulting services to large private
enterprises. Bruce is a qualified Chartered Accountant and a member of the Australian Institute of Company Directors.
Directorships of other listed companies
Former directorships of other listed companies
None.
Non-Executive Director of Consolidated Operations Group
Limited (change of name post resignation from the
Company to COG Financial Services Limited).
Special responsibilities
Chairman of the Audit and Risk Management Committee
and Member of the Remuneration Committee.
Graham Baillie
FAICD (Non-Executive Director)
Experience and expertise
Graham Baillie was appointed a Non-Executive Director of Stratatel Limited (ASX:STE “Stratatel”) back in September
2007. Subsequent to Stratatel’s acquisition of Jcurve Solutions Pty Ltd, he was appointed Managing Director for
period December 2013 to June 2014, then taking up the appointment of Executive Chairman in July 2014, overseeing
the revitalisation of the commercial operations of Stratatel to re-emerge as Jcurve Solutions Limited (ASX:JCS). In
November 2014, Graham returned to his original Non-Executive Director’s role following the appointment of a new
JCS independent Chairman. Post this transition process, he relinquished his Non-Executive Director’s position in
November 2015. Following an absence of nearly four years, Graham rejoined the JCS Group as a Non-Executive
Director on 26 August 2019.
Graham is Jcurve Solutions’ major shareholder through shares held by his family’s superannuation fund.
Graham has a track record of growing small start-up businesses into sizeable and profitable business entities,
ultimately with a national and international presence. In 1994, Graham established Outsource Australia Pty Ltd
(OSA) to provide “white collar” business process outsourcing (BPO) services to both the private and public market
sectors in Australia. In his capacity as majority shareholder and Chief Executive Officer he developed the company
nationally and internationally. Today OSA is known as Converga. Prior to this, Graham was with AUSDOC during its
formative years through to its ultimate ASX listing in September 1993. In this time, he was not only integral to the
development of the company throughout Australia but was also involved in establishing similar business operations
in New Zealand, USA and United Kingdom.
Directorships of other listed companies
None.
Special responsibilities
Member of the Audit and Risk Management Committee.
Former directorships of other listed companies
None.
6
Director’s Report (continued)
Jcurve Solutions Limited
Martin Green
BA (Hons) in Accounting and Finance (Non-Executive Director)
Experience and expertise
Martin Green joined the Group on 18 January 2021 as a Non-Executive Director. He has a strong corporate
background having played a significant role in the private investment arm of Consolidated Press Holdings Pty
Limited (CPH) for more than 10 years and subsequently Hong Kong where he helped set up CPH’s operations. After
leaving CPH, Martin has assisted in building and monetising technology and other businesses in Asia through his
extensive corporate network. Martin is based in Hong Kong and holds a BA (Hons) in Accounting and Finance.
Directorships of other listed companies
None.
Special responsibilities
Member of the Audit and Risk Management
Committee and Member of the
Remuneration Committee.
Former directorships of other listed companies
None.
David Franks
B.Ec, CA, F Fin, FGIA, JP. (Company Secretary)
Experience and expertise
David Franks joined Jcurve Solutions on 15 September 2014 as Company Secretary and a Non-Executive Director. He
was a Non-Executive Director until 18 January 2022. He is a Chartered Accountant, Fellow of the Financial Services
Institute of Australia, Fellow of the Governance Institute of Australia, Justice of the Peace, Registered Tax Agent and
holds a Bachelor of Economics (Finance and Accounting) from Macquarie University. With over 20 years in finance
and accounting, initially qualifying with Price Waterhouse in their Business Services and Corporate Finance
Divisions, David has been CFO, Company Secretary and/or Director for numerous ASX listed and unlisted public and
private companies, in a range of industries covering energy retailing, transport, financial services, mineral
exploration, technology, automotive, software development and healthcare. Apart from Jcurve Solutions, Mr Franks
is currently also the Company Secretary for the following ASX Listed entities: Applyflow Limited, COG Financial
Services Limited, Cogstate Limited, Dubber Corporation Limited, Evergreen Lithium Limited, Exopharm Limited, IRIS
Metals Limited, IXUP Limited, Noxopharm Limited, Nyrada Inc, Omega Oil and Gas Limited, White Energy Company
Limited and ZIP Co Limited. David is also a Principal of the Automic Group and Director of Automic Finance Pty Ltd.
Directorships of other listed companies
None.
Former directorships of other listed companies
None.
Special responsibilities
None.
7
Director’s Report (continued)
Jcurve Solutions Limited
Interests in the shares and options of the Group and related bodies corporate
As at the date of this report, the interests of the directors in the shares and options of Jcurve Solutions were:
Mark Jobling
Bruce Hatchman
Graham Baillie
Martin Green
Ordinary
Shares
Options over
Ordinary Shares
50,704,301
3,500,000
83,124,215
-
137,328,516
-
-
-
-
-
Dividends and shareholder returns
No dividends were declared or paid during the financial year ended 30 June 2023.
On the 27th of July 2023, the Directors of Jcurve Solutions declared a special fully franked dividend of 0.175 cents
per ordinary share. The total value of the dividend to be paid is $574,601.18. The record date of the dividend was the
14th of August 2023 with a payment date of the 5th of September 2023. The dividend has not been recognised as a
liability as at 30 June 2023.
Principal activities
The principal activities of Jcurve Solutions during the year ended 30 June 2023 consisted of:
1)
the sale, implementation and support of Enterprise Resource Planning (ERP) solutions, which consisted of:
(i) the exclusively licensed small business edition of Oracle NetSuite, JCurveERP (in Australia and New Zealand);
(ii) the Oracle NetSuite mid-market and enterprise editions (in Australia, New Zealand and South East Asia);
2) the sale and support of proprietary Telecommunications Expense Management Solutions;
3) the continued development of Quicta, the Group’s proprietary owned Service Management Platform including
the sale and support of the platform to paying customers;
4) the sale of digital marketing services under the brand name Dygiq.
Review of Operations - Operating financial review
Financial Results for the Year
The Group recognised a net loss after tax of $340,875 for year ended 30 June 2023 (loss after tax for 2022 was
$66,390).
The ‘Normalised EBITDA’ for the full year ended 30 June 2023 was $1,643,228 (2022 was $1,721,068), which has been
determined as follows:
Total profit/(loss) after tax for the year
Add Back: Non-cash expenses:
Depreciation / amortisation
Share based payment (write back)/expense
Total non-cash expenses
Income tax expense
Interest income/finance costs
Due diligence costs
Rapid Acquisition Transaction costs (*)
Government subsidies
Normalised EBITDA
2023
(340,875)
1,258,168
(7,783)
1,250,385
403,430
28,939
100,810
-
(27,640)
1,643,228
Consolidated ($)
2022(*)
(66,390)
1,085,999
2,433
1,088,432
481,635
88,474
23,538
355,855
(250,476)
1,721,068
(*) Rapid Acquisitions Transaction costs have been included in other expenses in FY22.
8
Director’s Report (continued)
Jcurve Solutions Limited
Normalised EBITDA is a financial measure which is not prescribed by Australian Accounting Standards (AAS) and
represents the profit under AAS adjusted for specific significant items. The table above summarises key items
between the statutory profit/loss after tax and normalised EBITDA. The directors use normalised EBITDA to assess
the performance of the Group.
Normalised EBITDA has not been subject to any specific review procedures by our auditor but has been extracted
from the accompanying audited financial report. The normalised EBITDA result outlined for the comparative period
has been adjusted to ensure consistency in the reporting between periods.
The Group’s total revenue for the year ended 30 June 2023 was $16.4 million (2022: $15.3 million), which includes:
-
-
-
-
-
revenue from the sale of JCurveERP/NetSuiteERP licenses and support and implementation revenue in
Australia of $11.4 million (2022: $10.2 million);
revenue from the sale of NetSuiteERP licenses and support and implementation revenue in Asia $2.9 million
(2022: $2.6 million);
revenue from the sale of Telecommunications Expense Management Solutions $1.0 million (2022: $1.3 million);
revenue from the sale of digital marketing solutions from the Dygiq business division $0.7 million (2022: $0.9
million); and
revenue from the sale and implementation of the Quicta solution $0.3 million (2022: $0.2 million).
Total expenses including depreciation for the full year ended 30 June 2023 was $14.1 million (2022: $13.1 million). The
largest expense during the year ended 30 June 2023 was employment expense with $8.5 million (2022: $8.5 million).
Financial Position as at 30 June 2023
The Group had a cash balance of $4.3 million as at 30 June 2023 (30 June 2022: $5.1 million).
Jcurve Solutions remains in a strong financial position, supported by annual recurring revenue streams exceeding
$10 million, a cash balance of $4.3 million as at 30 June 2023 and no external debt.
The decrease in assets from $16.9 million as at 30 June 2022 to $13.9 million as at 30 June 2023, is primarily the
result of weaker trading conditions, the continued amortisation of group owned intangible assets and the
derecognition of carried forward tax losses.
The liabilities balance decreased from $11.9 million as at 30 June 2022 to $9.2 million as at 30 June 2023 as a result
of a further year of lease payments under the Group’s office leases expiring, timing differences on the payment of
creditors (a significantly higher in the proportion was outstanding as at 30 June 2022 compared to 30 June 2023).
Also contributing to the decrease was a lower levels of unearned revenue following the successful completion of a
number of large ERP implementation projects in June 2023.
Risk management
The Group recognises the need to pro-actively manage the risks and opportunities associated with both day-to-day
operations of the Group and its longer-term strategic objectives and has developed a risk management policy.
The Board is responsible for the establishment, oversight and approval of the Group’s risk management strategy,
internal compliance and controls. The Board is also responsible for defining the “risk appetite” of the Group so that
the strategic direction of the Group can be aligned with its risk management policy.
The Group has the following risk management controls embedded in the Group’s management and reporting system:
1) A comprehensive annual insurance program. This program is facilitated by an external broker;
2) A monthly risk register which is reviewed by the Executive Management Team and reported to the Board as
part of the Board meeting packs;
3) Annual Strategic and operational business plans; and
4) Annual budgeting and forecasting and monthly forecasting and system evaluation which enable the
monitoring of performance against expected targets and the evaluation of trends.
The Chief Executive Officer and Chief Financial Officer through monthly Board papers, report to the Board as to
whether all identified material risks are being managed effectively across the Group.
9
Director’s Report (continued)
Jcurve Solutions Limited
During the year, ongoing monitoring, mitigation and reporting on material risks was conducted by Executive
Management Team, the Audit and Risk Committee and the Board and took place in accordance with the process
disclosed above.
The Risk Management Policy can be found on the Group’s website:
https://www.jcurvesolutions.com/corporate-governance/
Significant changes in the state of affairs
There were no significant changes in the state of affairs of Jcurve Solutions during the financial year.
Events since the end of the financial year
On the 27th of July 2023, the Directors of Jcurve Solutions declared a special fully franked dividend of 0.175 cents per
ordinary share. The total value of the dividend to be paid is $574,601. The record date of the dividend was the 14th of
August 2023 with a payment date of the 5th of September 2023. The dividend has not been recognised as a liability
as at 30 June 2023.
There have been no other events since the end of the financial year, which have materially impacted the operations
of the Group.
Likely developments and expected results of operations
Following the resignation of Jcurve Solutions Chief Executive Officer, Stephen Canning on the 15th of June 2023 and
subsequent appointment of Chris King as announced on 12th of August 2023, Jcurve Solutions is in the process of
undertaking a detailed strategic review of all areas of the business. Ensuring that the Company grows quickly but
importantly in a profitable manner will be a key focus area as part of this strategic review. The Directors and
Management team remain committed to ensuring increasing Shareholder Value remains a key priority in the short
term.
Indemnification of Directors, Officers and Auditors
The Group has agreed to indemnify all the directors and officers for any breach of laws and regulations arising from
their role as a director and officer. The contract of insurance prohibits disclosure of the nature of the liability and the
amount of the premium.
Jcurve Solutions has not indemnified or agreed to indemnify an auditor of the Group or any related body corporate
against liability incurred as an auditor.
10
Director’s Report (continued)
Meetings of Directors
Jcurve Solutions Limited
The number of meetings of directors (including meetings of committees of directors) held during the year and the
number of meetings attended by each director were as follows:
Number of meetings:
Mark Jobling
Bruce Hatchman
Graham Baillie
Martin Green
Directors’ Meetings
Attended/(Eligible)
Audit & Risk Management
Committee Attended/(Eligible)
Remuneration Committee
Attended /(Eligible)
8 (8)
8 (8)
7 (8)
7 (8)
0 (0)
4 (4)
3 (4)
4 (4)
2 (2)
2 (2)
0 (0)
1 (2)
Retirement, election and continuation in office of Directors
It is the Board’s policy to consider the appointment and retirement of Non-Executive Directors on a case-by-case
basis. In doing so, the Board must take into account the requirements of the Australian Securities Exchange Listing
Rules and the Corporations Act 2001.
Clause 13.4 of the Jcurve Solutions Constitution allows the Directors to at any time appoint a person to be a Director,
either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors
does not at any time exceed the maximum number specified by the Jcurve Solutions Constitution. Any Director so
appointed holds office only until the next following annual general meeting and is then eligible for re-election but
shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.
Clause 13.2 of the Jcurve Solutions Constitution requires that no director who is not the Chief Executive Officer may
hold office without re-election beyond the third AGM following the meeting at which the director was last elected or
re-elected.
The current board was re-elected by shareholders at the following prior AGMs:
2022: Bruce Hatchman and Mark Jobling; 2021: Graham Baillie and Martin Green
Therefore, under clause 13.4 of the Jcurve Solutions Constitution either Graham Baillie and Martin Green are due for
election at the Next Annual General Meeting.
Proceedings on behalf of the company
No person has applied for leave of the Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all
or any part of those proceedings. The Company was not a party to any such proceedings during the year.
Auditor Independence and Non-Audit Services
Section 307C of the Corporations Act 2001 requires our auditors, Grant Thornton Audit Pty Ltd, to provide the
directors of the Company with an Independence Declaration in relation to the audit of the annual report. This
Independence Declaration is set out on page 21 and forms part of this Directors’ Report for the year ended 30 June
2023.
Non-Audit Services
There were no non-audit related activities carried out by the Company’s auditors during the year ended 30 June 2023.
Corporate Governance Statement
In fulfilling its obligations and responsibilities to its various stakeholders, the Board is a strong advocate of corporate
governance. The Board supports a system of corporate governance to ensure that the management of Jcurve
Solutions is conducted to maximise shareholder wealth in a proper and ethical manner.
The Corporate Governance Statement and other corporate governance practices which outline the principal
corporate governance procedures of Jcurve Solutions can be found on the company’s website at:
http://www.jcurvesolutions.com/corporate-governance/.
11
Director’s Report (continued)
Remuneration report (Audited)
Jcurve Solutions Limited
The directors are pleased to present Jcurve Solutions Limited’s (“the Company’s”) remuneration report for the year
ended 30 June 2023. The remuneration report is prepared in accordance with section 300A of the Corporations Act
2001 and has been audited as required by section 308(3C) of the Corporations Act 2001.
The remuneration report outlines the key aspects of Jcurve Solutions remuneration policy, framework and
remuneration awarded for Jcurve Solutions directors and executives. The Executives for the purpose of this report
are Key Management Personnel who are not Non-Executive Directors.
The Remuneration Report is structured as follows:
1) Directors and other Key Management Personnel
2) Remuneration Governance
3) Remuneration Structure
4) Remuneration of key management personnel
5) Relationship between remuneration and Jcurve Solutions performance
6) Voting and comments made at the Company’s 2022 Annual General Meeting
7) Details of share-based compensation
8) Shareholdings of Key Management Personnel
9) Transactions with Directors and Key Management Personnel
1) Directors and other Key Management Personnel
Non-Executive Directors
Mark Jobling
Bruce Hatchman
Graham Baillie
Martin Green
Non-Executive Chairman – Not Independent
Non-Executive Director – Independent
Non-Executive Director – Not Independent
Non-Executive Director – Independent
Executive Management Team (Executives)
Stephen Canning (i)
James Aulsebrook
Katrina Doring (ii)
Arthur Fernandez (iii)
Chief Executive Officer – resigned 15 June 2022. Final employment date 31 August 2023
Chief Financial Officer
Managing Director ANZ and Chief Operating Officer
General Manager Asia and Chief Growth Officer until 30 June 2023
Key Management Personnel are defined as those persons having the authority and responsibility for planning,
directing and controlling the activities of the Company directly or indirectly (and include the directors of the
Company). The Executive Management team are responsible for preparing the Group’s Strategic Plan and evaluating
the Company’s progress against that Strategic Plan.
(i) Stephen Canning resigned as Chief Executive Officer on 15 June 2022. Final employment date 31 August 2023.
(ii) Katrina Doring title, roles and responsibilities changed effective 31 March 2023. Changed from Chief
Operating Officer to Managing Director ANZ and Chief Operating Officer.
(iii) Arthur Fernandez title, roles and responsibilities changed effective 1 April 2023. Changed from Chief Growth
Officer to General Manager Asia and Chief Growth Officer. Employment terminated effective 30 June 2023.
2) Remuneration governance
Remuneration philosophy
The performance of the Company depends upon the quality of the directors and executives employed by Jcurve
Solutions. The philosophy of the Company in determining remuneration levels is to:
(i) set competitive remuneration packages to attract and retain high calibre employees;
(ii) link executive rewards to shareholder value creation; and
(iii) establish appropriate performance hurdles for variable executive remuneration.
12
Director’s Report (continued)
Remuneration report (Audited) (continued)
Nomination and Remuneration committee
Jcurve Solutions Limited
The Nomination and Remuneration Committee is responsible for determining and reviewing compensation
arrangements for the directors and the executive management team.
The composition of the Nomination and Remuneration Committee during the year ended 30 June 2023 was as follows:
(i) Mark Jobling (Chairman) (Non Executive Director – Not Independent);
(ii) Bruce Hatchman (Non Executive Director - Independent); and
(iii) Martin Green (Non Executive Director - Independent).
In relation to the above, all are non-executive directors, the majority of members are independent however the
Chairman is not independent.
On this basis, the Nomination and Remuneration Committee is partially compliant with the ASX Corporate
Governance Principles and Recommendations.
Members of the Nomination and Remuneration Committee are appointed, removed and/or replaced by the Board.
The Nomination and Remuneration Committee assesses the appropriateness of the nature and amount of
remuneration which the directors and executives receive on a periodic basis by reference to relevant employment
market conditions with overall objectives of:
(i) Ensuring maximum stakeholder benefit from the retention of a high-quality Board and executive team;
(ii) Aligned to the Company’s strategic business priorities which have been set to achieve shareholder value;
(iii) Ensuring that the remuneration structure is transparent and easily understood;
(iv) Acceptable to all shareholders.
The Company’s Corporate Governance Statement which can be found on the Company’s website:
http://www.jcurvesolutions.com/corporate-governance, provides further information on the role of the
Nomination and Remuneration Committee and its composition and structure.
A copy of the Nomination and Remuneration Committee’s charter is included on the Company’s website.
3) Remuneration Structure
In accordance with best practice Corporate Governance, the structure of non-executive director and executive
remuneration is separate and distinct.
Non-executive director remuneration
The Board seeks to set aggregate remuneration at a level that provides Jcurve Solutions with the ability to attract
and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
Jcurve Solutions’ constitution adopted at the AGM on 9 November 2010 specifies that the aggregate remuneration
of non-executive directors shall be a maximum of $400,000 per year, and can be varied by ordinary resolution of the
shareholders in a General Meeting. There have been no changes to the constitution of Jcurve Solutions since this
date.
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is
apportioned amongst directors is reviewed annually.
Non-executive directors are paid their director fees in cash, including statutory superannuation contributions. They
do not receive any bonus payments nor are they entitled to any payment upon retirement or resignation.
The remuneration structure for the directors from 1 July 2022 was as follows:
(i) Chairman: $99,000 per annum;
(ii) Resident non-executive directors: $72,930 including compulsory superannuation per annum;
(iii) Non-resident non-executive directors: $66,000 per annum;
(iv) Chair of the Audit Committee: $11,050 including compulsory superannuation per annum.
13
Director’s Report (continued)
Remuneration report (Audited) (continued)
Jcurve Solutions Limited
There was no change to the remuneration structure for the directors from 1 July 2023.
The remuneration of non-executive directors for the year ended 30 June 2023 and comparative year is detailed in
Section 4, Table 1 of the Remuneration report.
Executive remuneration
The Company’s Executive remuneration structure consists of three components:
Fixed components
Variable ‘at-risk’ components
(i) Base salary and benefits, including
superannuation.
(i) Short-term incentives in the form of cash
bonuses; and
(ii) Long-term incentives, through participation in
the Jcurve Solutions Equity Incentive Plan (EIP).
(i) Base salary and benefits
Executives are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including
cash, superannuation/CPF and fringe benefits. It is intended that the manner of payment chosen will be optimal for
the recipient without creating undue cost for the Group.
Each executive’s remuneration is reviewed annually by the Nomination and Remuneration Committee. The process
consists of a review of relevant comparative remuneration in the market, internally and, where appropriate, external
advice on policies and practices. The Nomination and Remuneration committee has access to external, independent
advice if required.
(ii) Short-term incentive
The Short-term incentive (STI) scheme is designed to reward the Executive Management team for their contribution
to the success of Jcurve Solutions in achieving its financial goals, as well as the individual contribution of each
employee to business goals, as determined by the Board.
A new short term incentive bonus scheme was implemented from 1 July 2022 for the Executive Management Team.
The FY2023 KPI targets for the Short-term incentive plan were determined by the Board based on Key Result Areas
(KRA’s) which the Board believes will affect the performance of Jcurve Solutions during the financial year. The KRA
for the year ended 30 June 2023 was a total revenue metric while for the year ended 30 June 2022 multiple KRA’s and
metrics were set. The metric/s are determined with reference to Jcurve Solutions strategic goals and objectives and
is measured based on the audited statutory financial results. For FY2023 the KRA targets were not met and no
bonuses were payable. For FY2022 the KRA metrics were partially met.
This short-term incentive scheme takes the form of a cash bonus payable.
The potential value of the short-term incentive schemes as a proportion of each Executive’s base salary was as
follows:
Executives
FY2023 STI Potential (*)
FY2022 STI Potential (*)
Stephen Canning (**)
James Aulsebrook
Katrina Doring
Arthur Fernandez (***)
James Butler (****)
55%
43%
46%
44%
Not applicable
61%
50%
51%
51%
62%
(*) STI bonus potential as a proportion of the Executive’s base contracted salary excluding superannuation and
other benefits.
14
Director’s Report (continued)
Remuneration report (Audited) (continued)
(**) Resigned 15 June 2023. Last day of employment 31 August 2023.
(***) Last day of employment 30 June 2023.
(****) Last day of employment 28 February 2022.
(iii) Long-term incentive
Jcurve Solutions Limited
The long-term equity incentive plan is designed to align a portion of Executive Remuneration with long term
shareholder value.
The Jcurve Solutions Equity Incentive Plan (EIP) was approved by shareholders at the Annual General Meeting held
on 22 November 2016 and reapproved on 19 November 2019. There were no new performance rights issued during
the year ended 30 June 2023.
The following performance rights expired during the year ended 30 June 2023 after the share price performance
condition was not met.
Executives
Stephen Canning
James Aulsebrook
Katrina Doring
Arthur Fernandez
Vesting Date – 31 January 2023
1,000,000
600,000
500,000
500,000
As at 30 June 2023, there are no remaining performance rights active for the Executive Management Team.
4) Remuneration of key management personnel
Table 1: Key Management Personnel remuneration for the year ended 30 June 2023: Directors
Directors
Mark Jobling
Chairman (non-executive)
Bruce Hatchman
Director (non-executive)
Graham Baillie
Director (non-executive)
Martin Green
Director (non-executive)
Total Directors Fees
Total Directors Fees
Short-term employee benefits
Post-
employment
Equity
Total
Director’s
Fees
$
Bonuses /
Commission
$
Other short-
term benefits
$
Super-
annuation
$
Shares
$
Total
$
Performance
Related
%
-
-
15,467
18,925
6,930
6,570
-
-
22,397
25,495
-
-
-
-
-
-
-
-
-
-
99,000
90,000
83,980
75,700
72,930
65,700
66,000
60,000
321,910
291,400
-
-
-
-
-
-
-
-
-
-
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
99,000
90,000
68,513
56,775
66,000
59,130
66,000
60,000
299,513
265,905
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15
Director’s Report (continued)
Remuneration report (Audited) (continued)
Jcurve Solutions Limited
Table 2: Key Management Personnel remuneration for the year ended 30 June 2023: Executives
Executives (8)
Short-term employee benefits
Long-
term
Post-
employment
Other
Equity
Total
Bonuses /
Commission
(6)
$
Other short-
term benefits
(5)
$
Long
service
leave
$
Super-
annuation
or CPF
$
Other
(7)
$
Shares/
Perfor-
mance
Rights $
$
Salary
$
Perfor-
mance
Related
%
Stephen Canning (1)
Chief Executive Officer
James Aulsebrook
Chief Financial Officer
Katrina Doring (2)
Chief Operating Officer
Arthur Fernandez (3)
Chief Growth Officer
James Butler (4)
Chief Marketing Officer
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
439,874
328,037
10,952
156,581
235,000
200,000
-
75,000
220,000
195,000
-
75,000
261,772
199,715
11,740
72,027
-
160,330
-
-
Total Executive Rem.
Total Executive Rem.
2023
2022
1,156,646
1,083,08
22,692
378,608
16,075
19,181
7,008
12,220
(2,837)
8,605
4,045
15,817
-
(3,865)
24,292
51,958
-
-
8,474
5,612
6,591
8,199
-
-
-
-
151
138
16,954
27,875
15,773
27,375
14,459
26,579
-
-
-
-
-
-
-
-
2,683
6,680
1,610
4,008
1,342
3,340
52,354
-
1,342
3,340
-
-
-
7,160
469,735
510,617
269,046
324,715
240,869
317,519
345,712
317,478
-
163,625
3%
32%
1%
24%
1%
25%
4%
24%
-
4%
15,065
13,811
47,337
81,829
52,354
-
6,977
24,528
1,325,362
1,633,954
2%
25%
(1) Resigned 15 June 2023. Last day of employment 31 August 2023.
(2) Change of Job Title and roles and responsibilities from 1 April 2023 to Managing Director ANZ and Chief Operating Officer.
(3) Change of Job Title and roles and responsibilities from 1 April 2023 to General Manager Asia and Chief Growth Officer. Employment
terminated effective 30 June 2023.
(4) Resigned 28 February 2022.
(5) other short-term benefits include annual leave accrued for each Executive Team Member as per Corporations Regulation 2M.3.03(1) Item 6.
(6) The bonuses or commissions included in the above table are those which have been accrued in the financial results.
(7) Other benefits include termination benefits accrued in respect of the termination of Arthur Fernandez’s employment effective 30 June 2023.
(8) Remuneration is paid in the local currency of the Executive before being translated into Australian Dollars for the purposes of the
Remuneration Report and Financial records.
Table 3: Service Agreements
Remuneration and other terms of employment for the Executive Management Team are formalised in service
agreements, in the form of a contract of employment.
Arrangements relating to remuneration of the Company’s Executive Management Team currently in place are set out
below:
Executives
Title
Term of agreement
Current base salary excluding
superannuation (*)(**)
Contractual termination
benefits (***)
Stephen Canning Chief Executive
Officer
Commenced 1 August 2019 on a
rolling contract. Provided notice
of resignation on 15 June 2023 (*).
Christopher King
Chief Executive
Officer
Commenced 14 August 2023 on
a rolling contract.
James Aulsebrook Chief Financial
Officer
Commenced 18 April 2016 on a
rolling contract
$365,000
6 months base salary
$325,000
6 months base salary
$235,000
3 months base salary
Katrina Doring
Chief Operating
Officer
Commenced 5 July 2016 on a
rolling contract
$230,000
3 months and 1-week
base salary
(*) Contractually required to provide a 6 month notice period. Mutually agreed with the Directors that final date of
employment is to be 31 August 2023 with remaining 3.5 months notice period to be paid out in full in a final
termination pay.
16
Director’s Report (continued)
Remuneration report (Audited) (continued)
Jcurve Solutions Limited
(**) Current base salaries excluding superannuation are quoted for the year commencing 1 July 2023 unless
otherwise noted below. They are reviewed annually by the Remuneration Committee. The salaries recorded in Table
2 are for the years ending 30 June 2023 and 30 June 2022.
(***) As at the date the Remuneration Report is approved. The service agreement contracts outlined above may be
terminated in the following circumstances:
(i) Voluntary termination by the Company: the contractual termination benefit outlined in the table above as
well as any statutory entitlements accrued will be paid; or
(ii) Termination by the Company for cause without notice: no contractual termination benefits are payable.
Only statutory entitlements accrued will be paid.
5) Relationship between remuneration and Jcurve Solutions performance
Performance in respect of the current year and the previous four years is detailed in the table below:
Total profit/(loss) for the year
Normalised EBITDA (*)
Share price at year end ($)
Increase/(decrease) in share price
Dividends paid
2023
$
(340,875)
1,643,228
0.039
(35%)
-
2022
$ (*)
(66,390)
1,721,067
0.060
3%
-
2021
$
152,255
1,234,954
0.058
61%
-
2020
$
(298,804)
670,501
0.036
6%
-
2019
$
338,114
852,589
0.034
10%
-
(*) The 2022 prior year comparative has been adjusted to ensure consistency in the calculation of normalised
EBITDA between periods.
The remuneration of Jcurve Solutions Executives outlined in Table 2 has consisted primarily of salaries, short term
incentives and superannuation. Performance related remuneration which was inclusive of short-term incentives and
long-term incentives was 2% of the Key Management Personnel’s remuneration package, as outlined in table 2.
6) Voting and comments made at the Company’s 2022 Annual General Meeting
The 2022 Jcurve Solutions Remuneration Report resolution was carried by a poll, with the results of 99.99% in favour
and therefore in excess of 75% in favour of the resolution. Comments raised by shareholders during the Annual
General Meeting were responded to by the Directors during the meeting.
7) Details of share-based compensation
There were no long-term incentives that were issued to employees or Directors of the Company over the past two
years.
Table 1: Performance rights issued to
members of the Executive Management Team
under the Jcurve Solutions Equity Incentive
Plan on 7 February 2020 which expired during
the year ended 30 June 2023
Executives
Stephen Canning
James Aulsebrook
Katrina Doring
Arthur Fernandez
All Performance rights under this tranche had expired as at 30 June 2023.
Vesting Date – 31 January 2023
1,000,000
600,000
500,000
500,000
17
Director’s Report (continued)
Remuneration report (Audited) (continued)
Table 2: Performance rights issued to
members of the Executive Management Team
under the Jcurve Solutions Equity Incentive
Plan on 7 February 2020 which expired during
the year ended 30 June 2022
Jcurve Solutions Limited
Vesting Date – 31 January 2022
Executives
Stephen Canning
James Aulsebrook
Katrina Doring
Arthur Fernandez
1,000,000
600,000
500,000
500,000
All Performance rights under this tranche had expired as at 30 June 2022.
Table 3: Performance rights issued to members of the Executive Management Team under the Jcurve
Solutions Equity Incentive Plan on 16 March 2021 which expired or were forfeited during the year during
the year ended 30 June 2022
Executives
Vesting Date – 31 January
2022
Vesting Date – 30 June
2022
Vesting Date – 31 January
2023
Stephen Canning
James Aulsebrook
Katrina Doring
Arthur Fernandez
James Butler (1)
Nil
Nil
Nil
Nil
500,000
1,000,000
600,000
500,000
500,000
500,000
Nil
Nil
Nil
Nil
500,000
(1) Forfeited 1 March 2022 as the performance condition accompanying the performance rights was not met.
Table 4: Performance rights issued which formed part of remuneration during the year ended 30 June
2023: 2020 Plan
Executives
Stephen Canning
James Aulsebrook
Katrina Doring
Arthur Fernandez
Value of total
performance
rights granted
$
Value of
performance
rights lapsed
$
Total value of
performance
rights granted,
exercised and
lapsed
$
Value of
performance
rights included
in remuneration
for the year
$
% Remuneration
consisting of
shares for the year
-
-
-
-
13,741
8,245
6,871
6,871
13,741
8,245
6,871
6,871
2,683
1,610
1,342
1,342
0.6%
0.6%
0.6%
0.4%
The value of each performance right granted under each tranche of the equity incentive plan was as follows:
(1) Tranche one of the 16 March 2021 Incentive Plan: $0.0058 per performance right;
(2) Tranche two of the 16 March 2021 Incentive Plan: $0.0137 per performance right
(3) Tranche three of the 16 March 2021 Incentive Plan: $0.0095 per performance right
18
Director’s Report (continued)
Remuneration report (Audited) (continued)
Jcurve Solutions Limited
Table 5: Performance rights issued which formed part of remuneration during the year ended 30 June
2022: 2021 Plan
Executives
Stephen Canning
James Aulsebrook
Katrina Doring
Arthur Fernandez
James Butler
Value of total
performance
rights granted
$
Value of
performance
rights lapsed
$
Total value of
performance
rights granted,
exercised and
lapsed
$
Value of
performance
rights included
in remuneration
for the year
$
% Remuneration
consisting of
shares for the year
-
-
-
-
-
13,741
8,245
6,871
6,871
14,498
13,741
8,245
6,871
6,871
14,498
4,773
2,864
2,387
2,386
7,160
1.3%
1.2%
1.0%
1.4%
3.1%
The value of each performance right granted under each tranche of the equity incentive plan was as follows:
(1) Tranche one of the 16 March 2021 Incentive Plan: $0.0058 per performance right;
(2) Tranche two of the 16 March 2021 Incentive Plan: $0.0137 per performance right
(3) Tranche three of the 16 March 2021 Incentive Plan: $0.0095 per performance right
8) Shareholdings of Key Management Personnel
Ordinary shares held in Jcurve Solutions Limited (number)
Balance
01 Jul 22
Granted as
remuneration
Bought back
under employee
share plan
Net Change
Other
Balance
30 Jun 23
30 June 2023
Directors
Bruce Hatchman
Mark Jobling
Graham Baillie
Martin Green
Executives
Stephen Canning (*)
James Aulsebrook
Katrina Doring
Arthur Fernandez (**)
3,500,000
50,704,301
83,124,215
-
3,233,418
-
1,975,534
1,400,000
Total
143,937,468
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,500,000
50,704,301
83,124,215
-
-
-
-
(400,000)
3,233,418
-
1,975,534
1,000,000
400,000 143,937,468
(*) Resigned 15 June 2023. Last day of employment 31 August 2023.
(**) Last day of employment 30 June 2023.
19
Director’s Report (continued)
Remuneration report (Audited) (continued)
Jcurve Solutions Limited
Balance
01 Jul 21
Granted as
remuneration
Bought back
under employee
share plan
Net Change
Other
Balance
30 Jun 22
30 June 2022
Directors
Bruce Hatchman
Mark Jobling
Graham Baillie
Martin Green
Executives
Stephen Canning
James Aulsebrook
Katrina Doring
Arthur Fernandez
3,500,000
50,704,301
83,124,215
-
3,233,418
-
1,975,534
1,400,000
Total
143,937,468
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,500,000
50,704,301
83,124,215
-
3,233,418
-
1,975,534
1,400,000
- 143,937,468
All equity transactions with key management personnel other than those arising from the exercise of remuneration
options have been entered into under terms and conditions no more favourable than those the company would have
adopted if dealing at arm’s length.
9) Transactions with Directors and Key Management Personnel
Sales to and purchases from related parties are made in arm’s length transactions both at normal market prices and
on normal commercial terms. Outstanding balances at year-end are unsecured, interest free and settlement occurs
in cash.
End of Remuneration Report
This report is made in accordance with a resolution of the directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
Mark Jobling
Chairman
30 August 2023
20
Auditor’s Independence Declaration
Jcurve Solutions Limited
Auditor’s Independence Declaration
To the Directors of JCurve Solutions Limited
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Locked Bag Q800
Queen Victoria Building NSW
1230
T +61 2 8297 2400
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of JCurve Solutions Limited for the year ended 30 June 2023, I declare that, to the best of my knowledge and
belief, there have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
P J Woodley
Partner – Audit & Assurance
Sydney, 30 August 2023
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
#10381559v2w
21
Consolidated Statement of Profit or Loss
and other Comprehensive Income
For the year ended 30 June 2023
Jcurve Solutions Limited
Notes
2023
2022
Consolidated ($)
Revenue
Cost of goods sold
Other income
Employee benefits expenses
Other employee related expenses
IT and communications expenses
Advertising and marketing expenses
Professional fees
Occupancy expenses
Travel expenses
Depreciation and amortisation expenses
Bad debt expenses
Finance expense
Due diligence costs
Other expenses
-
Profit before income tax
Income tax expense
Loss for the year
Other comprehensive income
(exchange differences on translation of
foreign operations)
Total comprehensive loss for the year
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
3
3
4
4
4
4
5
6
6
16,397,138
(2,113,276)
89,576
(8,519,157)
(551,219)
(688,704)
(306,046)
(1,773,830)
(2,027)
(263,929)
(1,258,168)
(79,928)
(53,624)
(100,810)
(485,262)
290,734
(631,609)
(340,875)
15,269,043
(2,229,445)
491,703
(8,500,505)
(519,882)
(556,365)
(278,116)
(1,447,083)
(5,105)
(114,748)
(1,085,999)
(113,379)
(95,783)
(23,539)
(375,552)
415,245
(481,635)
(66,390)
78,606
(31,115)
(262,269)
(97,505)
(0.10)
(0.10)
(0.02)
(0.02)
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes.
22
Consolidated Statement of Financial Position
as at 30 June 2023
Jcurve Solutions Limited
Notes
2023
2022 (*)
Consolidated ($)
-
Assets
Current Assets
Cash and cash equivalents
Trade and other receivables
Contract Assets
Security Deposits (*)
Other current assets (*)
Total Current Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Right-of-use assets
Deferred tax asset
Total Non-Current Assets
Total Assets
Liabilities
Current Liabilities
Trade and other payables
Contract Liabilities - unearned revenue
Current tax liability
Lease liabilities
Provisions
Total Current Liabilities
Non-Current Liabilities
Contract Liabilities - unearned revenue
Lease liabilities
Deferred tax liabilities
Provisions
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Reserves
Accumulated losses
Total Equity
7
8
9
10
11
12
13
14
5
15
16
17
18
16
17
5
18
19
20
4,265,288
1,310,647
2,369,614
208,183
535,964
5,108,316
1,841,812
2,620,634
216,043
575,054
8,689,696
10,361,859
122,770
2,586,545
915,765
1,585,522
5,210,602
13,900,298
2,396,389
3,210,303
35,198
503,246
560,551
176,607
3,178,552
1,392,904
1,758,017
6,506,080
16,867,939
3,784,440
3,768,540
489,166
498,027
555,667
6,705,687
9,095,840
298,382
503,380
1,511,446
150,006
2,463,214
9,168,901
4,731,397
225,750
976,733
1,436,554
131,613
2,770,650
11,866,490
5,001,449
17,586,326
1,712,815
(14,567,744)
17,586,326
1,641,992
(14,226,869)
4,731,397
5,001,449
The above consolidated statement of financial position should be read in conjunction with the accompanying
notes.
(*) Term deposits have been reclassified from other current assets to security deposits in the comparative 2022
balance.
23
Consolidated Statement of Cash Flows
for the year ended 30 June 2023
Jcurve Solutions Limited
Consolidated ($)
Inflows / (Outflows)
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Net Interest received
Income tax received/(paid)
Notes
2023
2022
15,978,132
(15,303,509)
23,009
(843,572)
15,778,201
(14,035,301)
8,252
(705,752)
Net cash (paid)/provided by operating
7
(145,940)
1,045,400
Cash flows used in investing activities
Payments for property, plant and equipment
Proceeds from the sale of property, plant and equipment
Payments to merger and acquisition
Net cash used in investing activities
-
Cash flows used in financing activities
Repayment of principal of leases
Interest expense of leases
Net cash used in investing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at 1 July
Effects of exchange rate changes on cash and cash
equivalents
7
Cash and cash equivalents at 30 June
(37,883)
450
-
(37,433)
(561,585)
(83,094)
(644,679)
(828,052)
5,108,316
(14,976)
4,265,288
(125,719)
-
(298,264)
(423,983)
(525,538)
(80,065)
(605,603)
15,814
5,101,831
(9,329)
5,108,316
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
24
Consolidated Statement of Changes in Equity
for the year ended 30 June 2023
Jcurve Solutions Limited
Consolidated ($)
As at 1 July 2021
Total loss for the year
Other comprehensive income
(exchange differences on
translation of foreign
operations)
Transactions with owners in
their capacity as owners:
Issued rights under employee
incentive scheme
Reclassification of expired
options and performance
rights
Share
Capital
Accumulated
Losses
Reserves
Total
17,586,326
-
(14,201,166)
(66,390)
1,689,266
-
5,074,426
(66,390)
-
-
-
-
-
-
-
(31,115)
(31,115)
(66,390)
(31,115)
(97,505)
-
24,528
24,528
40,687
(40,687)
-
40,687
(16,159)
24,528
Balance at 30 June 2022
17,586,326
(14,226,869)
1,641,992
5,001,449
17,586,326
-
(14,226,869)
(340,875)
1,641,992
-
5,001,449
(340,875)
As at 1 July 2022
Total loss for the year
Other comprehensive income
(exchange differences on
translation of foreign
operations)
Transactions with owners in
their capacity as owners:
Issued rights under employee
incentive scheme
-
-
-
-
-
78,606
78,606
(340,875)
78,606
(262,269)
-
-
(7,783)
(7,783)
(7,783)
(7,783)
4,731,397
Balance at 30 June 2023
17,586,326
(14,567,744)
1,712,815
The above consolidated statement of changes in equity should be read in conjunction with the accompanying
notes.
25
Contents to the Notes to the Consolidated
Financial Statements
Jcurve Solutions Limited
Note Number
Note Title
Page
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Significant changes in the current reporting period
The financial statement numbers
Segment reporting
Revenue and other income
Expenses
Income tax
Earnings/(Loss) per share
Cash and cash equivalents
Trade and other receivables
Contract Assets
Security Deposits
Other current assets
Plant and equipment
Intangible assets
Right of use assets
Trade and other payables
Contract Liabilities - unearned revenue
Lease liabilities
Provisions
Share capital
Reserves
Risk
Critical judgements, estimates and assumptions
Financial instruments and risk management
Unrecognised items
Contingencies
Events occurring after the reporting period
Other information
Commitments
Statement of significant accounting policies
Share-based payment plans
Remuneration of auditors
Related party transactions
Parent entity financial information
26
27
27
29
32
33
36
37
38
38
39
39
39
41
43
44
44
45
46
46
47
48
49
54
54
54
54
56
56
57
58
Notes to the Financial Statements
Note 1: Significant Changes In The Current Reporting Period
Jcurve Solutions Limited
The financial position and performance of the group was particularly affected by the following factors, events and
transactions during the reporting period:
Strong customer retention rates from the established Australia and New Zealand ERP division;
1)
2) Stabilising customer churn from our Telecommunication Expense Management solutions;
3) Further development of the Quicta Service Management Platform and slower than expected progress in
building up a recurring customer base;
A more detailed outline about the Group’s performance and financial position is included in the Directors Report
operating and financial review on page 8.
Note 2: Segment Reporting
(a) Accounting policy
(b) Description of segments
Operating segments are reported in a manner
consistent with the internal reporting provided
to the chief operating decision maker. The
chief operating decision maker, who is
responsible for allocating resources and
assessing performance of the operating
segments, has been identified as the Board of
Directors and Executive Management Team of
Jcurve Solutions.
AASB 8 Operating Segments requires
operating segments to be identified on the
basis of internal reports about the components
of the Group that are reviewed by the chief
operating decision maker in order to allocate
resources to the segment and assess its
performance.
Jcurve Solutions sells a portfolio of solutions and derives its revenues and profits from a variety of sources.
The Board and Executive Management Team for the year ended 30 June 2023, considered the business from a
product perspective and identified five reportable segments:
• ERP – ANZ: ERP cloud-based Business Management solutions and associated consulting services sold to
Australian and New Zealand customers; and
• ERP – Asia: ERP cloud-based Business Management solutions and associated consulting services sold to
Southeast Asia customers; and
• TEMS – The continued sale of Telecommunications Expense Management Solutions (JTEL, Phoneware and Full
Circle Group) to Australian customers; and
• Quicta – The development and sale of service management and scheduling software; and
• Dygiq – Providing digital marketing services to customers in South East Asia.
The group/head office is a cost centre and is not a reportable operating segment. The results of its operations are
included in the unallocated column in the segment information below.
The Group operates in two geographical segments being Australasia (Australia and New Zealand) along with
Southeast Asia.
The Group reports internally on the assets and liabilities of the Group on a consolidated basis.
No customers comprise more than 10% of the Group’s total recognised revenue in FY2023.
27
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
(c.) Segment information provided to the chief operating decision maker
The segment information provided to the Board and the Executive Management Team for the reportable
segments for the year ended 30 June 2023 (including the comparative 2022 period) is as follows:
Year ended 30 June
2023
ERP - ANZ
TEMS
Quicta (i)
ERP - Asia
Dygiq
Unallocated
Total (ii)
Total revenue
11,423,014
1,046,279
309,838
2,944,115
673,892
Total cost of sales
(1,272,532)
-
4,491
(287,123)
(558,112)
-
-
16,397,138
(2,113,276)
Other income
Total expenditure
excluding cost of sales
Total profit/(loss)
Year ended 30 June
before tax
2023
Year ended 30 June
2022
32
24,487
3,849
35,692
-
25,466
89,526
(5,377,583)
(932,010)
(971,164)
(2,560,313)
(359,691)
(3,881,893)
(14,082,654)
4,772,931
138,756
(652,986)
132,371
(243,911)
(3,856,427)
290,734
ERP - ANZ
TEMS
Quicta (i)
ERP - Asia
Dygiq
Unallocated
Total (ii)
Total revenue
10,244,806
1,328,557
180,833
2,570,107
944,740
Total cost of sales
(1,140,502)
-
(52,513)
(446,849)
(589,581)
-
-
-
15,269,043
(2,229,445)
491,703
Other income
Total expenditure
excluding cost of sales
Total profit/(loss)
Year ended 30 June
before tax
2023
350
259,043
2,874
219,886
9,550
(4,826,455)
(1,009,544)
(1,094,874)
(2,570,774)
(532,479)
(3,081,930)
(13,116,056)
4,278,199
578,056
(963,680)
(227,630)
(167,770)
(3,081,930)
415,245
(i) All costs associated with the Quicta development of the platform and solution have been expensed.
(ii) With the exception of Australia (ERP – ANZ, TEMS and Quicta combined), the revenue of each individual
country is less than 10% of the total revenue of the Group in FY2023. Therefore, revenue for each
individual country has not been disclosed.
28
Notes to the Financial Statements (Continued)
Note 3: Revenues And Other Income
Revenue
Enterprise Resource Planning (ERP) solutions:
- JCurveERP and NetSuite (Australasia) – Over the contract period (****)
- JCurveERP and NetSuite (Australasia) – Point in time (****)
- NetSuite (South East Asia) – Over the contract period (****)
- NetSuite (South East Asia) – Point in time (****)
Telecommunications expense management solutions – Over the
contract period
Quicta solutions – Over the contract period
Digital marketing services – Over the contract period
-
Other Income
JobSaver subsidy (*)
Government subsidy (**)
Gain on bargain purchase (***)
Interest income
Sundry Income
Jcurve Solutions Limited
Consolidated ($)
2023
2022 (****)
3,232,835
8,190,179
1,601,196
1,342,919
1,046,279
309,838
673,892
3,185,026
7,059,780
1,441,790
1,128,317
1,328,557
180,833
944,740
16,397,138
15,269,043
-
27,640
-
24,685
37,251
250,476
-
143,310
7,309
90,608
89,576
491,703
(*) $250,476 of government subsidies from the JobSaver Payment were received and recognised in Financial Year
2022.
(**) $27,640 of government subsidies were received and recognised in Financial Year 2023 from Jcurve Solutions
Singapore business operations.
(***) Gain from the bargain purchase arose on the purchase of Rapid E-Suite Thailand.
(****) Prior year comparative balances have been restated to align with the current year presentation.
7
(1) Accounting policy
Revenue recognition
The core principle of AASB 15 is that revenue is
recognised on a basis that reflects the transfer of
promised goods or services to customers at an
amount that reflects the consideration the
Company expects to receive in exchange for those
goods or services. Revenue is recognised by
applying a five-step process outlined in AASB 15
which is as follows:
Step 1: Identify the contract with a customer;
Step 2: Identify the performance obligations in the
contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance
obligations;
Step 5: Recognise revenue as the performance
obligations are satisfied.
29
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
(i) Enterprise Resource Planning (ERP) solutions - JCurveERP and NetSuite (Australasia and South East Asia)
JCurveERP Edition – implementation of JCurveERP and JCurveERP software licenses
The Group has contracts with some customers to implement and organise the transfer of JCurveERP licenses. The
licensed software is required to be substantially customised to enable it to interface with the customer’s existing
software systems. As the JCurveERP licensed software is significantly modified and customised as part of the
implementation process, which can only be performed by a Group consultant as the JCurveERP is unique to the
Group, it is not a distinct performance obligation. Therefore, there is only one performance obligation, being the
sale of a functional and integrated software system. The transaction price, which is at a fixed price, is defined in the
contract. Revenue is recognised over the period of the project’s implementation as the Group’s performance
enhances an asset – being the existing software system – that the customer controls. Revenue is recognised using
an input method, based on the number of labour hours incurred on the project to date as a percentage of total
expected contracted hours, to the extent that the Group can reasonably measure its progress towards complete
satisfaction of the performance obligation.
Where JCurveERP licenses to the JCurveERP are renewed or additional licenses sold after the implementation is
complete, revenue is recognised at the point in time at which the license is granted to the customer with the
contract start date specified on the customers renewal contract.
NetSuite Edition – Reseller of software licenses
The Group is an authorised reseller of NetSuite software licenses. The Group does not obtain control of these
licenses and as such, is the agent in these arrangements. The NetSuite edition is not unique to the Group and the
implementation can be performed by multiple parties, making the license commission earned and implementation
process separate performance obligations. Revenue for the NetSuite edition licenses, is recognised at a net
amount, being the commission earned, at the point in time when the customers NetSuite the license has been
configured and operating as contractually agreed which is at the point in time that the implementation is go live
ready.
Service Revenue
The performance obligation for NetSuite edition implementations and service upsells for both JCurveERP and
NetSuite edition customers is the delivery of contracted service hours. The performance obligation is satisfied
progressively as the services are delivered to the customer. The total contract revenue is fixed and in line with a
signed contract. Revenue is recognised using an input method, based on the number of labour hours incurred on
the project to date as a percentage of total expected contracted hours.
Support
Customers have the option to purchase support
services at their stand-alone selling prices, for a fixed
period of time. These additional support services, if
purchased, are a separate performance obligation to
the implementation and licenses and are recognised
over time as the customer receives and consumes the
benefit. Revenue is recognised using an output
method, being the total days elapsed relative to the
total contracted support period.
The Group has contracts with customers where its
performance obligation is to provide telephone
expense management services. The transaction price,
which is at a fixed price, is defined in the contract.
Revenue is recognised over time as the customer
receives and consumes the benefit. Revenue is
recognised using an output method, being total days
elapsed relative to the total contracted period.
30
Notes to the Financial Statements (Continued)
(ii) Telecommunications expense management solutions
Jcurve Solutions Limited
The Group has contracts with customers where its performance obligation is to provide telephone expense
management services. The transaction price, which is at a fixed price, is defined in the contract. Revenue is
recognised over time as the customer receives and consumes the benefit. Revenue is recognised using an output
method, being total days elapsed relative to the total contracted period.
(iii) Quicta solutions
Subscription License Revenue
The Group offers Software-as-a-Service through its proprietary software, Quicta. Revenue is recognised over time
as the customer receives and consumes the benefit through its use of the Quicta platform. Revenue is recognised
using an output method, being total days elapsed relative to the total contracted period of use.
In respect of all sales, where consideration is received upfront, it is initially recognised as a contract liability and only
recognised in revenue as or when the performance obligation is satisfied.
Service Revenue
The performance obligation for Quicta customers is the delivery of contracted service hours. The performance
obligation is satisfied progressively as the services are delivered to the customer. The total contract revenue is
fixed and in line with a signed contract. Revenue is recognised using an input method, based on the number of
labour hours incurred on the project to date as a percentage of total expected contracted hours.
(iv) Digital marketing services
Service Revenue
The Group has contracts with customers where its performance obligation is to provide digital marketing and event
based projects. The transaction price, which is at a fixed price, is defined in the contract. Revenue is recognised
over time as the entity’s performance does not create an asset with an alternative use to the entity and the entity
has an enforceable right to payment for performance completed to date. Revenue is recognised using an output
method, being the total days elapsed relative to the total contracted project period.
In addition to contracts with customers, the Group receives interest income from monies held in its bank accounts,
Interest income is recognised on an accruals basis based on the interest rate, deposited amount and time which
lapses before the reporting period end date.
(2) Significant accounting judgments, estimates and assumptions: Revenue recognition
(i) Identification of performance obligations
(ii) Satisfaction of performance obligations
The identification of performance obligations
for the various revenue streams for the Group
are in accordance with the revenue
recognition criteria outlined in Note 3 (1)
above.
The performance obligations for the various
revenue streams for the Group are satisfied
in accordance with the revenue recognition
criteria outlined in Note 3 (1) above
31
Notes to the Financial Statements (Continued)
Note 4: Expenses
Employee benefits expense
Other employee related expense – superannuation
Other employee related expense – excluding superannuation
Depreciation of plant and equipment
Depreciation of right of use asset
Amortisation of intangibles
Directors’ Fees (includes superannuation)
Consultancy Fees
Audit Fees
Company Secretarial Fees (includes fees paid to non-related
parties overseas)
-
Jcurve Solutions Limited
Consolidated ($)
2023
2022
8,519,157
8,500,505
330,823
220,396
313,691
206,191
551,219
519,882
96,064
531,441
630,663
95,806
549,804
440,389
1,258,168
1,085,999
334,555
1,217,934
148,157
73,184
296,261
940,296
136,841
73,685
1,773,830
1,447,083
(1) Accounting policy
(i) Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
expected to be settled within 12 months of the reporting date are recognised in other payables in respect of
employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the
liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and are
measured at the rates paid or payable.
(ii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present
value of expected future payments to be made in respect of services provided by employees up to the reporting
date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures, and period of service. Expected future payments are discounted using market
yields at the reporting date on national government bonds with terms to maturity and currencies that match, as
closely as possible, the estimated future cash outflows.
32
Notes to the Financial Statements (Continued)
Note 5: Income Tax
Income tax recognised in profit or loss
The major components of tax benefit/(expense) are:
Current tax expense (i)
Origination and reversal of temporary differences
Under provision from prior years - current tax
Total tax benefit/(expense) (i)
The prima facie income tax expense on pre-tax accounting
profit from continuing operations reconciles to the income tax
(benefit)/expense in the financial statements as follows:
Accounting profit before tax
Income tax expense calculated at 25% (2022: 25%)
Tax effect of amounts which are not taxable/(deductible)
in calculating taxable income:
Permanent differences
Temporary differences
-
Differences in overseas tax rates
Tax losses not recognised
Previously recognised tax losses no longer recognised
Under/(over) provision in prior years
Income tax benefit/(expense) reported in the Statement of
Profit or Loss and other Comprehensive Income
Deferred Taxes (Non-Current)
Analysis of deferred tax assets:
Deductible temporary differences available to offset against
future taxable income
Deferred expenditure
Lease liabilities
Accruals and provisions
Tax losses available to offset against future taxable income
Analysis of deferred tax liabilities:
Plant and equipment
Deferred license revenue
Right-of-use asset
Other
Net Deferred Tax Asset/(Liability)
33
Jcurve Solutions Limited
Consolidated ($)
2023
2022
8,519,157
8,500,505
(458,748)
(247,386)
74,525
(622,493)
126,000
14,858
(631,609)
(481,635)
290,734
(72,683)
415,635
(103,811)
(107,007)
(9,213)
(14,530)
4,284
(116,220)
(10,246)
(151,800)
(137,252)
(228,179)
74,525
(112,616)
(245,941)
-
(9,021)
(631,609)
(481,635)
Consolidated ($)
2023
2022
242,786
251,657
817,176
273,903
177,414
368,690
691,073
520,840
1,585,522
1,758,017
15,630
918,454
525,170
52,192
14,833
864,946
495,805
60,970
1,511,446
1,436,554
74,076
321,463
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
(1) Accounting policy
(i) Income tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
• when the deferred income tax liability arises
from the initial recognition of goodwill or of 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 profit nor taxable profit or loss; or
• when the taxable temporary difference is
associated with investments in subsidiaries,
associates or interests in joint ventures, and
the timing of the reversal of the temporary
difference can be controlled and it is probable
that the temporary difference will not reverse
in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax
assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised,
except:
• when the deferred income tax asset relating to
the deductible temporary difference arises
from the initial recognition of an asset or
liability in a transaction that is not a business
combination and, at the time of the
transaction, affects neither the accounting
profit nor taxable profit or loss; or
• when the deductible temporary difference is
associated with investments in subsidiaries,
associates or interests in joint ventures, in
which case a deferred tax asset is only
recognised to the extent that it is probable
that the temporary difference will reverse in
the foreseeable future and taxable profit will
be available against which the temporary
difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax
asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and
the same taxation authority.
34
Notes to the Financial Statements (Continued)
(ii) Other taxes
Jcurve Solutions Limited
Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (GST) except:
• when the GST incurred on a purchase of goods
and services is not recoverable from the
taxation authority, in which case the GST is
recognised as part of the cost of acquisition of
the asset or as part of the expense item as
applicable; and
• receivables and payables, which are stated
with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or
payables in the Statement of Financial Position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows
arising from investing and financing activities, which is recoverable from, or payable to the taxation authority are
classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
(2) Significant accounting judgments, estimates and assumptions: Recovery of deferred
tax assets
Deferred tax assets are recognised for deductible temporary differences as management considers that it is
probable that sufficient future tax profits will be available to utilise those temporary differences. Significant
management judgement is required to determine the amount of deferred tax assets that can be recognised, based
upon the likely timing and the level of future taxable profits over future years together with future tax planning
strategies.
(3) Unrecognised deferred tax assets and deferred tax liabilities
The balance of carried forward tax losses that have not been recognised in the Financial Statements amount to
$2,554,559 (2022: $1,413,014 unrecognised). The deductible temporary differences and tax losses do not expire
under current legislation. Deferred tax assets totalling $466,738 (2022: $245,941) have not been recognised in
respect of these items at this stage because it is not probable that future tax profits will be available against which
the Group can utilise the benefits thereof.
There are no unrecognised deferred tax liabilities.
(4) Tax Consolidation
Jcurve Solutions and its 100% owned Australian resident subsidiaries have implemented the tax consolidation
legislation from 1 January 2014. The accounting policy for the implementation of the tax consolidation legislation is
set out in note 5 (1) and below. Current and deferred tax amounts are accounted for in each individual entity as if
each entity continued to act as a taxpayer on its own.
The Australian entities in the tax consolidated group have entered into a tax sharing agreement on adoption of the
tax consolidation legislation which, in the opinion of the directors, limits the joint and several liability of the
controlled entities in the case of a default by the head entity, Jcurve Solutions.
Jcurve Solutions Limited recognises its own current and deferred tax amounts and those current tax liabilities,
current tax assets and deferred tax assets arising from unused tax credits and unused tax losses which it has
assumed from its controlled entities within the tax consolidated Group.
35
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
Jcurve Solutions and its controlled entities have entered into a tax funding agreement under which the 100%
owned Australian resident subsidiaries compensate Jcurve Solutions for all current tax payable assumed and are
compensated by Jcurve Solutions for any current tax receivable and deferred tax assets which relate to unused tax
credits or unused tax losses that, under the tax consolidation legislation, are transferred to Jcurve Solutions. These
amounts are determined by reference to the amounts which are recognised in the financial statements of each
entity in the tax consolidated group.
The amounts receivable/ payable under the tax funding agreement are due on receipt of the funding advice from
Jcurve Solutions, which is issued as soon as practicable after the financial year end. Jcurve Solutions may also
require payment of interim funding amounts to assist with obligations to pay tax instalments. These amounts are
recognised as current intercompany receivables or payables.
Assets or Liabilities arising under tax funding agreements with the tax consolidated entities are recognised as
amounts payable or receivable from or payable to other entities in the Group. Any difference between the amounts
receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from)
controlled entities in the tax consolidated Group.
Jcurve Solutions Asia Pte Ltd is a tax resident entity of Singapore and current and deferred tax amounts are
accounted for the company based on Jcurve Solutions Asia Pte Ltd as a taxpayer on its own in Singapore.
Jcurve Solutions Philippines Inc. is a tax resident entity of the Philippines and current and deferred tax amounts are
accounted for the company based on Jcurve Solutions Philippines Inc. as a taxpayer on its own in the Philippines.
NOTE 6: EARNINGS/(LOSS) PER SHARE
Earnings used for calculation of basic and diluted earnings per share
Loss from operations - basic earnings per share
Loss from operations - diluted earnings per share
Weighted average number of shares used for calculation of basic
and diluted EPS
Weighted average number of shares
Earnings/(loss) used for calculation of basic and diluted earnings
per share
Basic earnings/(loss) per share (cents per share)
Diluted earnings/(loss) per share (cents per share)
(1) Accounting policy
Consolidated ($)
2023
($)
2022
($)
(340,875)
(340,875)
(66,390)
(66,390)
No.
No.
328,343,439
328,343,439
Cents per share Cents per share
(0.10)
(0.10)
(0.02)
(0.02)
Basic earnings per share is calculated as net profit/loss attributable to members of the parent, adjusted to exclude
any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted
average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit/loss attributable to members of the parent, adjusted for:
• costs of servicing equity (other than dividends) and preference share dividends;
36
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
• the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have
been recognised as expenses; and
• other non-discretionary changes in revenues or expenses during the period that would result from the
dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive
potential ordinary shares, adjusted for any bonus element.
Note 7: Cash And Cash Equivalents
Cash at bank and on hand
Consolidated ($)
2023
2022
4,265,288
5,108,316
4,265,288
5,108,316
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for
varying periods of between one day and three months, depending on the immediate cash requirements of the
Group, and earn interest at the respective short-term deposit rates.
At 30 June 2023, the Group has no committed borrowing facilities.
Reconciliation of loss for the year after tax to net cash
flows from operating activities
Loss for the year
Non-cash flows in operating loss:
Depreciation and amortisation from continuing operations
Equity settled share-based payment
(Increase)/decrease in assets:
Trade and other receivables
Contract assets
Other current assets
Other financial assets
Deferred tax assets
Increase/(decrease) in liabilities:
Trade and other payables – Current
Unearned revenue
Current Tax Liabilities
Provisions – Current
Provisions – Non-current
Deferred tax liabilities
-
Consolidated ($)
2023
2022
(340,875)
(66,390)
1,258,168
(7,783)
1,085,999
24,528
531,165
251,020
39,089
7,860
172,495
(1,215,676)
(485,605)
(453,968)
4,885
18,393
74,892
(751,256)
(1,710,363)
(95,281)
(20,630)
(189,169)
1,438,390
1,175,395
(13,256)
109,790
(5,526)
63,169
Net cash provided by or from operating activities
(145,940)
1,045,400
37
Notes to the Financial Statements (Continued)
(1) Accounting policy
Jcurve Solutions Limited
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents
as defined above, net of outstanding bank overdrafts.
Note 8: Trade And Other Receivables
Current:
Trade receivables
Provision for expected credit loss (i)
Consolidated ($)
2023
2022
1,388,544
(77,897)
1,920,444
(78,632)
1,310,647
1,841,812
(i) The average credit period on sales of goods and rendering of services is 30 days. An provision has been made
for Estimated Credit Losses that might occur to the Trade Receivable balances arising from the past sale of
goods and rendering of services. Refer to note 22(6) for ageing of receivables.
(1) Accounting policy
Trade receivables, which generally have 30-day terms, are recognised and carried at original invoice amount less an
provision for Expected Credit Loss.
The Group’s accounting policy includes the recognition of credit losses in the provision for expected credit loss
under an expected credit loss (ECL) model. ECLs are a probability weighted estimates of credit losses which are
discounted at the effective interest rate of the financial asset. Credit losses are measured as the present value of
all cash shortfalls.
(2) Provision for expected credit loss reconciliation
The provision for expected credit loss was $77,897 (2022: $78,632). The movement in the provision for expected
credit loss is as follows:
At 1 July
Provision for expected credit loss recognised during the year
Receivables written off during the year as uncollectable
Note 9: Contract Assets
Contract commissions receivable (i)
Accrued revenue
Deferred expenditure
Consolidated ($)
2023
2022
78,632
6,763
(7,498)
77,897
44,779
79,199
(45,346)
78,632
Consolidated ($)
2023
2022
1,243,479
1,010,463
115,672
1,238,710
1,232,657
149,267
2,369,614
2,620,634
(i) There is no provision for expected credit loss in Contract Commissions Receivable.
38
Notes to the Financial Statements (Continued)
Note 10: Security Deposits
Rental bond
Term deposit
Jcurve Solutions Limited
Consolidated ($)
2023
2022 (*)
37,854
170,329
208,183
47,390
168,653
216,043
(*) Term deposits have been reclassified from other current assets to security deposits in the comparative 2022
balance.
Note 11: Other Current Assets
Prepayments
Sundry debtors
Consolidated ($)
2023
2022 (*)
442,670
93,294
500,910
74,144
535,964
575,054
(*) Term deposits have been reclassified from other current assets to security deposits in the comparative 2022
balance.
Note 12: Plant And Equipment
Plant and equipment, at cost
Less accumulated depreciation
Net carrying amount
Leasehold improvements, at cost
Less accumulated depreciation
Net carrying amount
Make good assets, at cost
Less accumulated depreciation
Net carrying amount
Total net carrying amount
Consolidated ($)
2023
2022
596,458
(487,742)
547,399
(390,978)
108,716
156,421
2,740
(2,740)
-
41,128
(27,074)
14,054
2,740
(2,740)
-
41,128
(20,942)
20,186
122,770
176,607
39
Jcurve Solutions Limited
Consolidated ($)
Notes to the Financial Statements (Continued)
Reconciliations:
Movements:
Plant &
Equipment
Leasehold
Improvements
Make Good
Assets
Total
Net carrying amounts as at
30 June 2021
Disposals
Additions
Foreign currency revaluation
Depreciation charges
Net carrying amounts as at 30 June
2022
Disposals
Additions
Foreign currency revaluation
Depreciation charges
Net carrying amounts as at 30 June
2023
105,970
-
127,923
(2,758)
(74,712)
156,423
-
37,883
11,177
(96,765)
108,718
(1) Accounting policy
(i) Cost
-
-
-
-
-
-
-
-
-
-
-
27,973
133,943
-
13,083
-
(20,872)
-
141,006
(2,758)
(95,584)
20,184
176,607
-
-
-
(6,132)
-
37,883
11,177
(102,897)
14,052
122,770
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such
cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is
incurred.
(ii) Depreciation
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets.
Leasehold improvements are amortised over the period of the lease or the estimated useful life, whichever is the
shorter, using the straight-line method. The following estimated useful lives are used in the calculation of
depreciation and amortisation:
Plant and equipment 2 – 4 years
Leasehold improvements 1 – 6 years
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
financial year end.
(iii) De-recognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic
benefits are expected from its use or disposal.
Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
40
Notes to the Financial Statements (Continued)
Note 13: Intangible Assets
Jcurve Solutions Limited
Year ended 30 June
2022
At 1 July 2021, net of
accumulated
amortisation and
impairment
Additions
Amortisation
FX Revaluation
At 30 June 2022, net of
accumulated
amortisation and
impairment
Year ended 30 June
2023
At 1 July 2022 net of
accumulated
amortisation and
impairment
Additions (ii)
Amortisation
FX Revaluation
At 30 June 2023, net of
accumulated
amortisation and
impairment
Licences (i)
Quicta
Platform
Goodwill
Customer
relationships
(ii)
NetSuite
customer
contracts (ii)
Pistachio
connector
Total
2,302,857
230,000
232,204
230,760
1,914
60,000
3,057,735
-
-
(38,381)
(120,000)
-
-
-
-
12,854
239,946
(116,007)
4,609
292,069
-
532,015
(146,001)
(20,000)
(440,389)
11,728
-
29,191
2,264,476
110,000
245,058
359,308
159,710
40,000
3,178,552
2,264,476
110,000
245,058
359,308
159,710
40,000
3,178,552
-
-
(230,286)
(110,000)
-
-
-
-
-
-
(114,146)
(163,639)
(20,000)
(638,071)
-
2,034,190
-
-
16,477
18,849
10,738
-
46,064
261,535
264,011
6,809
20,000
2,586,545
(i) License intangible asset
The licenses intangible asset reflects the carrying value of the unimpaired amount paid for the purchase of the
exclusive reseller agreement with NetSuite for the JCurveERP edition of the NetSuite software. This Agreement with
NetSuite provides Jcurve Solutions with the exclusive selling rights for the JCurveERP edition of the NetSuite
business software for an indefinite period and was the basis on which Interfleet Pty Ltd immediately became a
five-star NetSuite partner on becoming a NetSuite Solution Provider in August 2016. The agreement was the basis
from which the Company has built its ERP practice. The NetSuite JCurveERP reseller agreement provides that in the
event of cancellation of the Agreement, the customers of Jcurve Solutions would be assigned to NetSuite and
NetSuite would be required to pay Jcurve Solutions a royalty of 30% of the future revenue stream to NetSuite for a
3-year period which along with an increasing level of license commission and service revenue which is generated
from the sale of NetSuite editions indicates that it is unlikely that there will be an impairment in future periods.
(ii) License intangible asset
On 9 July 2021, Jcurve Solutions Asia Pte Ltd, a 100% owned subsidiary of Jcurve Solutions Limited, purchased the
business assets of Rapid E-Suite Pte Ltd’s Thailand operations, a NetSuite Solution Provider in Thailand. The
purchase price was allocated to customer contracts and customer relationships. The customer contracts intangible
asset was assessed as having a useful live of 2 years and the customer relationships intangible assets was assessed
as having a useful live of 7 years, both of which reflects the period in which the intangible assets are being amortised
over on a straight-line basis.
41
Notes to the Financial Statements (Continued)
(1) Accounting policy
(i) Intangible assets – Licenses and other intangible assets
Jcurve Solutions Limited
Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an
intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial
recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated
impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not
capitalised and expenditure is charged against profits in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives
are amortised over the useful life and assessed for impairment whenever there is an indication that the intangible
asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite
useful life is reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern
of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation
period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on intangible
assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the
intangible asset.
Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the
cash-generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an
indefinite life is reviewed each reporting period to determine whether indefinite life assessment continues to be
supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for as a change in
an accounting estimate and is thus accounted for on a prospective basis.
(2) Significant accounting judgments, estimates and assumptions
(i) Impairment of intangibles with
indefinite useful lives
(ii) Useful life of NetSuite ERP
Licenses – Australia
(iii) Useful life of the Quicta
Platform
The Group determines whether
goodwill and intangibles with
indefinite useful lives are impaired
at least on an annual basis. This
requires an estimation of the
recoverable amount of the cash
generating units to which the
goodwill and intangibles with
indefinite useful lives are allocated.
The Group has determined that the
useful life of the ERP Licenses in
Australia for NetSuite is 10 years.
The ERP Licenses is to be amor-
tised on a straight-line basis over
the ten year period.
The Group has determined that the
useful life of the Quicta Platform is
5 years with the useful life to be
amortised on a straight-line basis
over the five-year period.
(3) Impairment testing of intangible assets with indefinite lives
(i) Goodwill
The goodwill balance was recognised on the acquisition of the Spectrum business in December 2018 and is allocated
to the ERP Asia CGU.
The carrying value of the Goodwill balance increased to $261,535 after revaluation from exchange rate movements.
The carrying value of the Asia ERP Cash Generating Unit includes goodwill, the NetSuite customer contracts
intangible asset, the customer relationships intangible asset in addition to an allocation of group non-current assets.
The recoverable amount of the Asia ERP Cash Generating Unit has been determined based on a value in use
calculation using cash flow projections covering a 5-year period. The discount rate applied to the value in use
calculations was 13.5% (2022: 12.5%). A long-term growth rate of 5% has been assumed as has a terminal value.
Based on these value in use calculations, there is no impairment for the year ended 30 June 2023 (2022: nil).
42
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
Based on the value in use calculations prepared, even in the instance of a higher discount rate (at 16%) or lower long
term growth rate (at 3%), the recoverable amount of the Cash Generating Unit exceeds the carrying value and an
impairment expense would not be warranted.
Note 14: Right of Use Assets
Buildings, at cost
Less accumulated depreciation
Net carrying amount
Office equipment, at cost
Less accumulated depreciation
Net carrying amount
Total net carrying amount
Reconciliations:
Movements:
Net carrying amounts as at 1 July 2021
Disposals
Additions
Depreciation charges
Net carrying amounts as at 30 June 2022
Net carrying amounts as at 1 July 2022
Disposals
Additions
Depreciation charges
Net carrying amounts as at 30 June 2023
(1) Accounting policy
Consolidated ($)
2023
2022
2,034,546
(1,138,989)
1,894,240
(543,781)
895,557
1,350,459
66,136
(45,928)
20,208
88,981
(46,536)
42,445
915,765
1,392,904
Buildings
Office equipment
Total
1,647,443
223,481
-
(520,465)
1,350,459
1,350,459
-
140,306
(595,208)
895,557
71,784
-
-
(29,339)
1,719,227
223,481
-
(549,804)
42,445
1,392,904
42,445
(192)
-
(22,045)
1,392,904
(192)
140,306
(617,253)
20,208
915,765
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 Group 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.
The Group has elected not to recognise a right-of-use asset for all short-term leases with terms of 12 months or
less and leases of low-value assets. Where applicable, lease payments on these assets are expensed to profit and
loss as incurred. In FY2023, $2,027 of lease payments were directly expensed to profit and loss.
43
Notes to the Financial Statements (Continued)
Note 15: Trade and other Payables
Current:
Trade payables (i)
Other payables
Accrued expenses
Jcurve Solutions Limited
Consolidated ($)
2023
2022
1,033,511
719,720
643,158
1,589,782
1,173,551
1,021,107
2,396,389
3,784,440
(i) Trade payables are non-interest bearing and are normally settled on 30-day terms. Information regarding the
effective interest rate and credit risk of current payables is set out in Note 21.
(1) Accounting policy
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services
provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes
obliged to make future payments in respect of the purchase of these goods and services. Trade and other payables
are presented as current liabilities unless payment is not due within 12 months.
Note 16: Contract Liabilities - Unearned Revenue
Current:
Enterprise Resource Planning (ERP) solutions
– JCurveERP and NetSuite (Australasia) (1)
Enterprise Resource Planning (ERP) solutions
– NetSuite (South East Asia)
Telecommunications expense management solutions
Dygiq
Quicta solutions
Non-Current:
Enterprise Resource Planning (ERP) solutions
– JCurveERP and NetSuite (Australasia)
Enterprise Resource Planning (ERP) solutions
– NetSuite (South East Asia)
Telecommunications expense management solutions
Quicta solutions
Consolidated ($)
2023
2022
1,952,782
2,291,222
1,016,432
1,108,069
136,561
42,812
61,716
195,689
-
173,560
3,210,303
3,768,540
278,361
194,661
524
6,627
557
18,940
-
24,462
298,382
225,750
Total contract liabilities - unearned revenue
3,508,685
3,994,290
44
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
Reconciliations:
Movements:
Opening balance
Addition: new projects
Less: revenue recognised
Closing balance
(1) Accounting policy
2023
2022
3,994,290
3,393,526
(3,879,131)
3,508,685
2,818,895
3,742,640
(2,567,245)
3,994,290
Contract liabilities - unearned revenue represents consideration received, for which the Group is yet to satisfy its
performance obligation. It is recognised as revenue in line with the revenue recognition policy outlined in note 3.
Unearned revenue is presented as a current liability unless the performance obligations associated with the revenue
will be satisfied in greater than 12 months.
Note 17: Lease Liabilities
Current:
Lease liabilities
Non-Current:
Lease liabilities
Total lease liabilities
Reconciliations:
Movements:
Opening balance
Gross lease repayments
Interest expense of lease
Additions
FX differences
Closing balance
(1) Accounting policy
Consolidated ($)
2023
503,246
2022
498,027
503,380
976,733
1,006,626
1,474,760
2023
2022
1,474,760
(561,585)
83,094
-
10,357
1,006,626
1,777,572
(606,903)
80,065
222,662
1,364
1,474,760
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 Group’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
45
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
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.
The Group has elected not to recognise a lease liability for all short-term leases with terms of 12 months or less and
leases of low-value assets. Where applicable, lease payments on these assets are expensed to profit or loss as
incurred. In FY2023, $2,207 (FY2022 $4,000) of lease payments were directly expensed to profit and loss.
Note 18: Provisions
Current:
Annual leave
Long service leave
Non-Current:
Make good provision
Long service leave
Total Provisions
(1) Accounting policy
Consolidated ($)
2022
520,047
35,620
555,667
57,920
73,693
131,613
687,280
2023
480,671
79,880
560,551
62,941
87,065
150,006
710,557
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and
a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating
losses.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the Statement of Profit or Loss and Other Comprehensive Income net of any
reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to settle
the present obligation at the end of the reporting period.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects the risks specific to the liability. The current pre-tax rate used for discounting purposes is 2.73%
(2022: 2.73%).
When discounting is used, the increase in the provision due to the passage of time is recognised as an interest
expense.
Note 19: Share Capital
Ordinary shares issued and fully paid (i)
Unissued shares
Consolidated ($)
2023
2022
17,380,969
205,357
17,380,969
205,357
17,586,326
17,586,326
46
Notes to the Financial Statements (Continued)
(i) Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Jcurve Solutions Limited
Movement in ordinary shares on issue
At 1 July 2021
Movement
At 30 June 2022
Movement
At 30 June 2023
(1) Accounting policy
No.
$
328,343,439
-
328,343,439
-
17,380,969
-
17,380,969
-
328,343,439
17,380,969
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue
of new shares or options for the acquisition of a new business are not included in the cost of acquisition as part of
the purchase consideration.
Note 20: Reserves
Equity Benefits Reserve
Balance at the start of the year
Reclassification of expired options and performance rights
Issued rights under Employee Incentive Scheme
Balance at the end of the year
Share Premium Reserve
Balance at the start of the year
Movement during the year
Balance at the end of the year
Foreign Currency Translation Reserve
Balance at the start of the year
Currency translation differences arising during the year
Balance at the end of the year
Total Reserves
(1) Accounting policy
Consolidated ($)
2023
2022
7,783
(7,783)
-
23,942
(40,687)
24,528
-
7,783
Consolidated ($)
2023
2022
1,723,013
-
1,723,013
-
1,723,013
1,723,013
Consolidated ($)
2023
2022
(88,804)
78,606
(57,689)
(31,115)
(10,198)
(88,804)
1,712,815
1,641,992
The Group provides benefits to employees (including senior executives) of the Group in the form of share-based
payments, whereby employees render services in exchange for shares or rights over shares (equity-settled
transactions).
47
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined by an external valuer using
the Black- Scholes model, further details of which are given in Note 27(i).
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions
linked to the price of the shares of Jcurve Solutions Limited (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects:
(i) the extent to which the vesting period has expired and;
(ii) the Group’s best estimate of the number of equity instruments that will ultimately vest.
No adjustment is made for the likelihood of market performance conditions being met as the effect of these
conditions is included in the determination of fair value at grant date. The Statement of Profit or Loss and Other
Comprehensive Income charge or credit for a period represents the movement in cumulative expense recognised
as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional
upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not
been modified. In addition, an expense is recognised for any modification that increases the total fair value of the
share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of
modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense
not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled
award and designated as a replacement award on the date that it is granted, the cancelled and new award are
treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of
earnings per share (see Note 6).
(2) Significant accounting judgments, estimates and assumptions: Share based payment
transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a
Black - Scholes model, using the assumptions as detailed in the notes to the financial statements.
Note 21: Critical 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.
48
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
(1) Revenue recognition - Identification and satisfaction of performance obligations
Judgement is required as to whether revenue is recognised over time or at a point in time.
Further details on the policy and factors impacting the Group’s revenue streams is outlined in note 3.
(2) Impairment of intangibles
(i) Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible
assets at each reporting date by evaluating internal and external factors which impact a cash generating unit that
may lead to impairment. If an impairment trigger exists, the recoverable amount of the cash generating unit is
determined. This involves value-in-use calculations, which incorporate a number of key estimates and assumptions.
Refer to note 13 for further details.
(ii) Impairment of goodwill
The Group assesses impairment of goodwill and other indefinite life intangible assets annually by performing a
value in use calculation, which incorporate a number of key estimates and assumptions.
Note 22: Financial Instruments And Risk Management
(1) Capital risk management
Capital risk is managed and monitored by liaising with banks and communicating with shareholders. Jcurve
Solutions considers new government legislation and monitors the market place by canvassing information from
stockbrokers and investors.
When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to
maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a
capital structure that ensures the lowest cost of capital available to the entity. Management adjust the capital
structure as necessary to take advantage of favourable costs of capital or high returns on assets. As the market is
constantly changing, management may change the amount of dividends to be paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt.
(i) Categories of financial instruments
Financial assets
Cash and cash equivalents
Trade and other receivables
Security deposits
Financial liabilities
Trade and other payables
Lease liabilities
Consolidated ($)
2023
2022 (*)
4,265,288
1,310,647
208,183
5,108,316
1,841,812
216,043
2,389,775
1,006,626
3,784,440
1,474,760
(*) Term deposits have been reclassified from other current assets to security deposits in the comparative 2022
balance.
The Group has no derivative instruments in designated hedging relationships.
49
Notes to the Financial Statements (Continued)
(2) Financial Risk Management
Jcurve Solutions Limited
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis
of measurement and the basis on which income and expenses are recognised, in respect of each class of financial
asset, financial liability and equity instrument are outlined above in the relevant note.
The Group’s principal financial liabilities are trade payables and lease liabilities which arise during the course of
operations. The Group has various financial assets such as trade receivables and cash and short-term deposits,
which arise directly from its operations.
The Group’s policy throughout 2023 has remained that no trading in derivatives shall be undertaken. The main risks
arising from the Group’s financial instruments are cash flow interest rate risk, liquidity risk, and credit risk. The Board
of Directors reviews and agrees on policies for managing each of these risks which are summarised on the following
pages.
(3) Interest Rate Risk
The following table sets out the carrying amount, by maturity, of the Group’s financial instruments including those
exposed to interest rate risk:
Year ended 30 June 2023
Financial assets
Non interest bearing:
Trade and other receivables
Security deposit – rental bond
Other current assets
Floating rate:
Cash assets
Security deposit - term deposit
Financial liabilities
Payables
Lease liabilities
Year ended 30 June 2022
Financial assets
Non interest bearing:
Trade and other receivables
Security deposit – rental bond
Other current assets
Floating rate:
Cash assets
Security deposit - term deposit
Financial liabilities
Payables
Lease liabilities
Within 1 year
1 to 5 years
Total
Consolidated ($)
Weighted average
effective interest rate
%
-
-
-
-
-
-
-
-
-
503,380
503,380
-
-
-
-
-
-
-
-
-
976,733
976,733
1,310,647
37,854
535,964
1,884,465
4,265,288
170,328
4,435,616
6,320,081
2,389,775
1,006,626
3,396,401
1,841,812
47,390
575,053
2,464,255
5,108,316
168,653
5,276,969
7,741,224
3,784,440
1,474,760
5,259,200
1,310,647
37,854
535,964
1,884,465
4,265,288
170,328
4,435,616
6,320,081
2,389,775
503,246
2,893,021
11,841,812
47,390
575,053
2,464,255
5,108,316
168,653
5,276,969
7,741,224
3,784,440
498,027
4,282,467
50
0.68%
2.25%
0.40%
0.25%
Notes to the Financial Statements (Continued)
For all financial instruments, the net fair value approximates their carrying value.
Jcurve Solutions Limited
No financial assets and financial liabilities are readily traded on organised markets in standardised forms.
Interest on financial instruments classified as floating rate is fixed at intervals of less than one year. The other
financial instruments of the Group that are not included in the above tables are non-interest bearing and are
therefore not subject to interest rate risk.
Interest rate risk sensitivity analysis
The sensitivity analysis below has been
determined based on the exposure to interest
rates for its financial instruments at the reporting
date and the stipulated change taking place at the
beginning of the financial year and held constant
throughout the reporting period. A 50-basis point
increase or decrease is used when reporting
interest rate risk internally to key management
personnel and represents management’s
assessment of the change in interest rates.
At reporting date, if interest rates had been 50 basis
points higher or lower and all other variables were
held constant, the Group’s net profit before tax
would increase by $22,105 and decrease by $10,165
respectively (2022: increase by $26,385 and
decrease by $4,942). This is mainly attributable to
the Group’s exposure to interest rates on its variable
rate cash deposits.
(4) Price Risk – Equity and Commodity
The Group’s exposure to commodity and equity securities price risk is minimal.
(5) Foreign Currency Risk
The Group is exposed to foreign currency risk from movements in the Australian dollar relative to Singapore Dollar,
Philippine Peso and US Dollar. Foreign currency risk arises from future transactions and recognizing assets and
liabilities denominated in a currency that is not the Group’s functional currency.
The Group seeks to limit its exposure to foreign currency risk, by maintaining bank accounts with DBS Bank
denominated in Singapore Dollars and Union Bank denominated in Philippines Peso and US Dollars, so that income
received from Asian customers is deposited and held in the overseas currency without the need to translate in
multiple currencies.
51
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
The Group’s exposure to foreign currency risk at the reporting date is as follows (in AUD translated balances):
Year ended
Cash and cash equivalents
Trade and other receivables
Security Deposits
Other current assets
Total current assets
Property, plant and equipment
Intangible assets
Total non-current assets
Total Assets
Trade and other payables
Unearned revenue
Provisions - current
Total current Liabilities
Deferred tax liability
Total non-current liability
Total Liabilities
Net Assets
-
2023
548,514
715,856
33,398
138,109
1,435,877
96,311
532,356
628,667
2,064,544
581,619
1,059,768
196,391
1,837,778
85,503
85,503
1,923,281
141,263
Consolidated ($)
2022
570,410
1,004,777
47,390
210,735
1,833,312
139,972
764,067
904,039
2,737,351
451,776
1,081,860
227,325
1,760,961
80,116
80,116
1,841,077
896,274
For the year ended 30 June 2023, if the average exchange rate for AUD:SGD had been 10% lower or higher and all
other variables were held constant, the Group’s net profit before tax would decrease by $54,989 and increase by
$44,991 respectively (2022: decrease by $177,433 and increase by $145,172).
For the year ended 30 June 2023, if the average exchange rate for AUD:PHP had been 10% lower or higher and all
other variables were held constant, the Group’s net profit before tax would decrease by $105,188 and increase by
$86,063 respectively (2022: decrease by $104,163 and increase by $85,224).
For the year ended 30 June 2023, if the average exchange rate for AUD:THB had been 10% lower or higher and all
other variables were held constant, the Group’s net profit before tax would increase by $66,784 and decrease by
$54,641 respectively.
(6) Credit Risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, trade and other
receivables. The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum
exposure equal to the carrying amount of these instruments. Exposure at balance date is addressed in each
applicable note.
The Group does not hold any credit derivatives to offset its credit exposure.
The Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it
the Group’s policy to securitise its trade and other receivables.
52
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification
procedures including an assessment of their independent credit rating, financial position, past experience and
industry reputation. Risk limits are set for each individual customer in accordance with parameters set by the board.
These risk limits are regularly monitored.
Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not
significant.
At 30 June 2023, the ageing analysis of trade receivables is as follows:
Consolidated
Total
$
1,388,544
1,920,444
0-30
days
$
710,364
1,402,294
31-60
days
$
414,358
57,219
61-90
Days
$
34,218
60,475
+91
days
$
229,604
400,456
2023
2022
The receivables which are past due but not considered to have suffered an expected credit loss was $263,821
(2022: $454,145).
The provision for expected credit loss as at 30 June 2023 is $77,897 (2022: $78,632). The provision for expected
credit loss included an estimate for ECL of $77,897 (2022: $71,523).
Other balances within trade and other receivables do not contain impaired assets and are not past due. It is
expected that these other balances will be received when due.
(7) Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and
banking facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities.
The table below analyses the Group’s financial liabilities into relevant maturity groupings:
Contractual maturities of
financial liabilities
Within 1
year
2 to 5 years
Over 5 years
Consolidated ($)
Total
Contractual
Cash Flows
Carrying
value
Year ended 30 June 2023
Trade and other payables
Contract Liabilities -
unearned revenue
Lease liabilities
2,389,775
3,210,303
572,232
-
298,382
532,299
Total
6,172,310
830,681
-
-
-
-
2,389,775
2,389,775
3,508,685
3,508,685
1,104,531
1,006,626
7,002,991
6,905,086
Contractual maturities of
financial liabilities
Within 1
year
2 to 5 years
Over 5 years
Consolidated ($)
Total
Contractual
Cash Flows
Carrying
value
Year ended 30 June 2022
Trade and other payables
Contract Liabilities -
unearned revenue
Lease liabilities
3,784,440
3,768,540
-
225,750
564,053
1,046,285
Total
8,117,033
1,272,035
-
-
-
-
3,784,440
3,784,440
3,994,290
3,994,290
1,610,338
1,474,760
9,389,068
9,253,490
53
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
Note 23: Contingencies
(1) Contingent Liabilities
The Group does not have any contingent liabilities.
Note 24: Events Occurring After The Reporting Period
On the 27th of July 2023, the Directors of Jcurve Solutions declared a special fully franked dividend of 0.175 cents per
ordinary share. The total value of the dividend to be paid is $574,601.18. The record date of the dividend was the 14th
of August 2023 with a payment date of the 5th of September 2023. The dividend has not been recognised as a
liability as at 30 June 2023.
Since the end of the financial year, no other matters or circumstances have arisen that significantly affect, or may
significantly affect:
(a) the Group’s operations in future financial years, or
(b) the results of those operations in future financial years, or
(c.) the Group’s state of affairs in future financial years.
Note 25: Commitments
(1) Remuneration Commitments
(2) Lease Commitments
There are no commitments for the payment of
salaries and other remuneration under
long-term employment contracts in existence
at the reporting date.
(i) Accounting policy - Leases
Lease commitments are outlined in note 17.
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 Group’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 26: Statement of Significant Accounting Policies
(1) Basis of Preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with the
requirements of the Corporations Act 2001, Accounting Standards and Interpretations and complies with other
requirements of the law. The financial report also complies with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB). Jcurve Solutions Limited is a for-profit entity for
the purposes of preparing the financial statements.
54
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
The accounting policies detailed below have been consistently applied to all years unless otherwise stated. The
financial report is for the consolidated entity consisting of Jcurve Solutions Limited and its subsidiaries.
The financial report has also been prepared on a historical cost basis.
The financial report is presented in Australian dollars and all values are rounded to the nearest dollar.
(2) Changes in accounting policies from new accounting
The Directors have reviewed all of the new and revised accounting standards and interpretations issued by the
Australian Accounting Standards Board for annual reporting periods beginning or after 1 July 2022. It has been
determined that none of the new accounting standards and interpretations adopted have a material impact on the
Group’s financial performance, position or disclosure.
At the date of authorisation of these financial statements, several new but not yet effective Standards and
amendments to existing Standards and Interpretations have been published by the IASB. None of these Standards
or amendments to existing Standards have been adopted early by the Group. Management anticipates that all
relevant pronouncements will be adopted for the first period beginning on or after the effective date of the
pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been
disclosed as they are not expected to have a material impact on the Group’s financial statements.
(3) Statement of Compliancestandards and interpretations
The financial report was authorised for issue on 30 August 2023.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to
International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report,
comprising the financial statements and notes thereto, complies with International Financial Reporting Standards
(IFRS).
(4) Basis of Consolidation
The consolidated financial statements comprise the financial statements of Jcurve Solutions Limited and its
subsidiaries as at 30 June each year.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company,
using consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and
expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries
are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated
from the date on which control is transferred out of the Group. Control exists where the company has the power
to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The acquisition of subsidiaries has been accounted for using the purchase method of accounting. The purchase
method of accounting involves allocating the cost of the business combination to the fair value of the assets
acquired and the liabilities and contingent liabilities assumed at the date of acquisition. Accordingly, the
consolidated financial statements include the results of subsidiaries for the period from their acquisition.
55
Jcurve Solutions Limited
Notes to the Financial Statements (Continued)
Note 27: Share-Based Payment Plans
(i) Shares issued under Equity Incentive Plan
Performance Rights issued during the year ended 30 June 2023
There were no performance rights issued during the year ended 30 June 2023.
Performance Rights expiring during the year ended 30 June 2023
During the year ended 30 June 2023, 2,600,000 performance rights (valued at $27,449) lapsed under the plan due
to the performance condition associated with the performance rights not being met.
The share-based payment expense is recognised in the Statement of Profit or Loss and Other Comprehensive
Income evenly over the vesting period.
Performance Rights issued during the year ended 30 June 2022
There were no performance rights issued during the year ended 30 June 2022.
Performance Rights expiring during the year ended 30 June 2022
During the year ended 30 June 2022, 2,600,000 performance rights (valued at $35,728) lapsed under the plan due
to the performance condition associated with the performance rights not being met. 1,000,000 performance rights
were forfeited under the plan due to resignation of the staff before vesting date resulting the service condition of
the performance rights not being met.
The share-based payment expense is recognised in the Statement of Profit or Loss and Other Comprehensive
Income evenly over the vesting period.
Note 28: Remuneration of Auditors
The auditor of Jcurve Solutions Limited (the Group) for the year ended 30 June 2023 and year ended 30 June 2022
is Grant Thornton Audit Pty Ltd.
Auditors of the Group – Grant Thornton Audit Pty Ltd and related network
firms
Audit and review of financial statements
Group (Grant Thornton Audit Pty Ltd)
Controlled entities (related network firms of Grant Thornton Audit Pty Ltd)
Total audit and review of financial statements
Total services provided by Grant Thornton Audit Pty Ltd and related
network firms
Other auditors and their related network firms
Audit and review of financial statements
Controlled entities
Total services provided by other auditors
Consolidated ($)
2023
2022
127,533
7,976
135,509
109,500
6,611
116,111
135,509
116,111
12,648
12,648
13,651
13,651
During the year ended 30 June 2023, local auditors in Singapore and Thailand were appointed to undertake the local
subsidiary audits.
56
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
Note 29: Related Party Transactions
(1) Subsidiaries
The consolidated financial statements include the financial statements of Jcurve Solutions Limited and the
subsidiaries listed in the following table.
Name
Country of
Incorporation
% Equity Interest
2023
2022
Jcurve Business Software Pty Ltd
Australia
Fleet Manager Pty Ltd
Phoneware Pty Ltd
Interfleet Pty Ltd
The Full Circle Group Pty Ltd
JCS Tech Solutions Pty Ltd
Australia
Australia
Australia
Australia
Australia
Jcurve Solutions Asia Pte Ltd
Singapore
Jcurve Mobile Services Pty Ltd
Australia
Jcurve Solutions Philippines Inc
Philippines
Riyo Tech Solutions Pte Ltd
Singapore
Sumptuous Tech Holdings Pte Ltd
Singapore
Jcurve Solutions (Thailand) Co., Ltd
Thailand
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
Jcurve Solutions Limited is an Australian entity and the ultimate parent of the Group. Jcurve Business Software Pty
Ltd, Fleet Manager Pty Ltd, Phoneware Pty Ltd, Interfleet Pty Ltd, The Full Circle Group Pty Ltd, Jcurve Mobile
Services Pty Ltd and JCS Tech Solutions Asia Pte Ltd are all incorporated in Australia. Jcurve Solutions Asia Pte Ltd
was incorporated on the 22nd of December 2016 and is domiciled in Singapore. Riyo Tech Solutions Pte Ltd and
Sumptuous Tech Holdings Pte Ltd were incorporated on the 10th of February and the 5th of February 2020 and are
both domiciled in Singapore. Jcurve Solutions (Thailand) Co., Ltd was incorporated on the 11th of November 2022
and is domiciled in Thailand.
(2) Director and Key Management Personnel Compensation
The aggregate compensation made to directors and other key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Total Compensation
Consolidated ($)
2023
2022
1,503,142
122,089
15,065
6,977
1,779,553
107,324
13,811
24,528
1,647,273
1,925,216
57
Notes to the Financial Statements (Continued)
Jcurve Solutions Limited
Note 30: Parent Entity Financial Information
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Accumulated losses
Reserves
Total equity
Financial Performance
Net loss for the year
2023
2022 (*)
40,097,859
4,493,833
38,753,813
5,161,218
44,591,692
43,915,031
43,691,159
470,785
37,027,860
1,870,725
44,161,944
38,898,585
429,748
5,016,446
17,586,326
(18,887,589)
1,731,011
17,586,326
(14,308,673)
1,738,793
429,748
5,016,446
Year ended
30 June 2023
$
Year ended
30 June 2022
$
(4,578,916)
(4,144,390)
(*) Prior year comparative balances have been restated to align with the current year presentation.
58
Directors’ Declaration
In the opinion of the directors:
Jcurve Solutions Limited
(a) the financial statements and notes set out on pages 22 to 58 are in accordance with the Corporations Act 2001,
including:
(i) complying with the Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
(ii) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance for
the financial year ended on that date; and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable.
Note 26(3) confirms that the financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board.
The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by
Section 295A of the Corporations Act 2001.
This declaration is signed in accordance with a resolution of the Board of Directors.
Mark Jobling
Chairman
Dated 30 August 2023
59
Independent Auditor’s Report
Jcurve Solutions Limited
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Locked Bag Q800
Queen Victoria Building NSW
1230
T +61 2 8297 2400
Independent Auditor’s Report
To the Members of JCurve Solutions Limited
Opinion
We have audited the financial report of JCurve Solutions Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including a summary of significant accounting policies, and the Directors’
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance
for the year ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
#10424359v1w
60
Independent Auditor’s Report
Key audit matters
Jcurve Solutions Limited
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Key audit matter
How our audit addressed the key audit matter
Revenue Recognition (Note 3)
Revenue of $16,397,138 has been recognised during
the year ended 30 June 2023.
The Group recognises revenue across six separate
revenue streams: ERP implementation and project
revenue, ERP licence revenue, technical support
revenue, telecommunication expense management
solutions revenue, Quicta software implementation
revenue, and digital marketing services revenue. The
revenue recognition process and policies differ for each
stream depending on the nature of the products and
services provided to the customer in accordance with
AASB 15: Revenue from Contracts with Customers.
Estimation and judgement are used regarding the
timing and amount of revenue to be recognised.
This area is a key audit matter due to the material
nature of the balance, the volume of transactions, and
the importance of the revenue balance to the current
stakeholders.
Our procedures included, amongst others:
• Assessing the revenue recognition policies for
appropriateness and compliance with AASB 15,
including reviewing their consistency with the prior
period;
• Testing a sample of revenue transactions for each
revenue stream by tracing through to sales contracts
and service agreements, assessing the identification
of performance obligations, and evaluating the timing
of revenue recognition;
• Testing a sample of deferred revenue balances by
tracing through to sales contracts and service
agreements, assessing the identification of
performance obligations, and evaluating the timing of
revenue recognition;
• Assessing whether revenue has been recognised in
accordance with revenue recognition policies; and
• Assessing the adequacy of related disclosures in the
financial statements.
Recoverable amount of intangible assets (Note 13)
As at 30 June 2023, the Group’s intangible assets of
$2,586,545 consist of licences, software, goodwill,
customer relationships, and NetSuite customer
contracts.
AASB 136 Impairment of Assets requires entities to
assess at the end of each reporting period whether
there is any indication that an asset or CGU may be
impaired. The entity shall estimate the asset’s or
CGU’s recoverable amount if any indication exists.
AASB 136 requires that intangible assets with indefinite
useful life and intangible assets not yet available for
use must be tested for impairment annually. In
addition, AASB 136 requires goodwill acquired in a
business combination be allocated to each of the
Group’s cash-generating units (CGU). Each CGU to
which goodwill has been allocated must be tested for
impairment annually.
Management has performed an analysis of the
impairment indicators under AASB 136 and as result
performed impairment tests by estimating their
Our procedures included, amongst others:
• Obtaining management's assessment of impairment
indicators under AASB 136 and reviewing for
reasonableness;
• Enquiring with management to obtain and document
an understanding of their processes and controls
related to the assessment of impairment, including
identification of CGUs, allocation of assets, and the
calculation of the recoverable amount for each CGU;
• Obtaining and evaluating the value in use models
against the requirements of AASB 136 and:
− Testing the mathematical accuracy;
− Evaluating management’s ability to perform
accurate estimates by comparing historical
forecasting to actual results;
− Testing forecast cash inflows and outflows to be
derived by the CGU’s assets; and
− Agreeing discount rates applied to forecast
future cash flows;
Grant Thornton Audit Pty Ltd
61
Independent Auditor’s Report
Jcurve Solutions Limited
recoverable amount using a value-in-use method for
the following CGUs; ERP – AU, ERP Asia, and Digiq.
Many judgements and estimates are involved in
determining the recoverable amount. These include,
but are not limited to, forecasting future cash flows and
applying an appropriate discount rate. Due to the
required judgements and estimates, we have
considered this a key audit matter.
• Performing sensitivity analysis on the significant
inputs and assumptions made by management in
preparing the calculation; and
• Assessing the adequacy of financial report
disclosures.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2023, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the Directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This
description forms part of our auditor’s report.
Grant Thornton Audit Pty Ltd
62
Independent Auditor’s Report
Report on the remuneration report
Opinion on the remuneration report
Jcurve Solutions Limited
We have audited the Remuneration Report included in pages 12 to 20 of the Directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of JCurve Solutions Limited, for the year ended 30 June 2023
complies with section 300A of the Corporations Act 2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
P J Woodley
Partner – Audit & Assurance
Sydney, 30 August 2023
Grant Thornton Audit Pty Ltd
63
Shareholder Information
(a) Distribution of ordinary shareholder numbers
Category
Holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
72
13
48
161
131
425
Jcurve Solutions Limited
Units
6,369
38,666
424,793
6,763,261
321,110,350
Units as
% of Issued Capital
0.00%
0.01%
0.13%
2.06%
97.80%
328,343,439
100.00%
There are 142 shareholders that hold less than a marketable parcel as at 13 October 2023 with the share price at
$0.041.
(b) Substantial shareholders
The names of the substantial shareholders listed in the Group’s register as at 30 June 2023 and 13 October 2023 are
outlined below, based on the shareholders last lodged Substantial Shareholder notice:
30 June 2023
13 October 2023
Number of ordinary
shares held
% held of ordinary
share capital
Number of ordinary
shares held
% held of ordinary
share capital
Graham Baillie
Philip Ewart
Mark Jobling
Jacana Glen Pty Ltd
83,124,215
60,856,140
50,704,301
18,534,001
25.35%
18.53%
15.47%
5.60%
83,124,215
60,856,140
50,704,301
18,534,001
25.35%
18.53%
15.47%
5.60%
(c.) Voting rights
At members’ meetings, each eligible voter (i.e. eligible member, proxy, attorney or representative of an eligible
member) has one vote on a show of hands; and one vote on a poll (except where a share has not been fully paid, that
share will only confer that fraction of one vote which has been paid, and if the total number of votes does not
constitute a whole number, the fractional part of that total will be disregarded). This is subject to the following:
• Where any calls due and payable have not been paid;
• Where there is a breach of a restriction agreement;
• Where a member and their proxy or attorney are both present at the meeting, or if more than one proxy
or attorney is present;
• Where a vote on a particular resolution is prohibited by the Corporations Act 2001, Listing Rules, ASIC or
order of a Court.
(d) Company secretary
(f) Register of securities
The registers of securities are held at the following
address:
Automic Registry Services
Level 5/126 Phillip St, Sydney NSW 2000
1300 288 664 or +61 2 9698 5414
The name of the company secretary is David Franks
(Automic Pty Ltd).
(e) Registered office
The address of the principal registered office in
Australia is: c/- Automic Pty Ltd
Deutsche Bank Building
Level 5
126 Phillip Street
Sydney NSW 2000
Ph. (02) 8072 1400
64
Shareholder Information (Continued)
(g) Top 20 Registered Holders – Ordinary Shares as of 13 October 2023
Jcurve Solutions Limited
Name
Number of
Ordinary Shares
% of Ordinary
Shares Held
1
MR GRAHAM ALEXANDER BAILLIE & MRS DARRELL BAILLIE
83,124,215
MR MARK CHRISTOPHER JOBLING
DR PHILIP GORDON WILSON EWART & MRS KYLIE EWART
JACANA GLEN PTY LTD
P EWART INVESTMENTS PTY LTD
ROUND ETERNAL INVESTMENTS PTY LTD
MR GREGORY PETER WILSON
48,399,564
38,913,230
19,034,001
15,669,219
6,000,000
5,736,576
BENGER SUPERANNUATION PTY LIMITED
4,699,176
MR DAVID JAMES FRANKS & MR WALTER GEORGE FRANKS
4,206,174
2
3
4
5
6
7
8
9
10
DR PHILIP GORDON WILSON EWART
11
12
13
14
15
16
17
18
19
MR NEIL WILSON EWART
MS KYLIE LYNETTE NUSKE & MR MATTHEW JAMES COOK
MR CHARLES BYRON ORAZIO SMITH
BUFF HOLDINGS PTY LTD
MR STEPHEN CANNING
EMERALD SHARES PTY LIMITED
MR STEVEN GEORGE CARTER & MRS GAIL MAREE CARTER
POTENTATE INVESTMENTS PTY LTD
TRADINGWORXS PTY LTD
20
MR PETER GRAHAM DORAN & MRS BARBARA LINDA DORAN
4,094,913
4,050,000
4,000,000
3,785,600
3,500,000
3,233,418
3,100,000
2,804,235
2,798,614
2,766,515
2,571,973
25.32%
14.74%
11.85%
5.80%
4.77%
1.83%
1.75%
1.43%
1.28%
1.25%
1.23%
1.22%
1.15%
1.07%
0.98%
0.94%
0.85%
0.85%
0.84%
0.78%
TOTAL HELD BY TOP 20 HOLDERS
TOTAL HELD BY REMAINING SHAREHOLDERS
262,487,423
328,343,439
79.94%
100.00%
(h) Stock exchange listing– ordinary shares (as of 30 June 2023)
Quotation has been granted for all the ordinary shares of the Company on the Australian Securities Exchange.
(i) Restricted securities
As at 30 June 2023 and 13 October 2023 there are no restricted security classes recorded in the Company’s share
register.
(j) Unquoted securities
There were no unquoted securities of the Company as at 13 October 2023.
(k) Listing Rule 3.13.1 and 14.3
The Company advises that the Annual General Meeting (AGM) of the Company is currently scheduled for Wednesday
22 November 2023. Further details will be outlined in the Notice of Meeting.
Further to Listing Rule 3.13.1, Listing Rule 14.3, nominations for election of directors at the AGM must be received not
less than 30 Business Days before the meeting, being no later than Wednesday 11 October 2023.
65
CORPORATE INFORMATION
Auditor - For the year ended 30 June 2023
Grant Thornton Audit Pty Ltd
Level 17, 383 Kent Street
Sydney NSW 2000
Securities Exchange Listings
Australian Securities Exchange
ASX Code: JCS
Website address
www.jcurvesolutions.com
Key Dates
Annual General Meeting:
22 November 2023
Directors
Mr Mark Jobling
Mr Bruce Hatchman
Mr Graham Baillie
Mr Martin Green
Company Secretary
Mr David Franks (Automic Pty Ltd)
Registered office
c/- Automic Pty Ltd
Deutsche Bank Building
Level 5
126 Philipp Street
Sydney NSW 2000
Ph. (02) 8072 1400
Principal place of business in Australia
Level 8, 9 Help Street
Chatswood
New South Wales 2067
Share Register
Automic Registry Services
Deutsche Bank Building
Level 5
126 Phillip Street
Sydney NSW 2000
1300 288 664 or +61 2 9698 5414
https://www.automicgroup.com.au/contact-us/
ABN 63 088 257 729