Annual
Financial Report
ABN 63 088 257 729
For the year ended 30 June 2024
©2024
2
Contents
Message from the Chair
3
Directors’ Report including Remuneration Report
4 - 25
Auditor’s Independence Declaration
26
Consolidated Statement of Profit or Loss and Other Comprehensive Income
27
Consolidated Statement of Financial Position
28
Consolidated Statement of Cash Flows
29
Consolidated Statement of Changes in Equity
30
Contents to the Notes to the Financial Statements
31
Notes to the Financial Statements
32 - 73
Consolidated Entity Disclosure Statement
74
Director’s Declaration
75
Independent Auditor’s Report
76 - 79
Shareholder Information
80 - 83
Corporate Information
84 - 85
©2024
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Message from
the chair
Dear fellow shareholders.
On behalf of the Board of Directors, the Jcurve Solutions Limited Annual Report for the year ended
30 June 2024 (FY2024) is presented to shareholders.
Our financial results for FY2024 have clearly been disappointing with a drop in year-on-year revenues
to $12,738,932 and an overall normalised EBITDA loss (removing one off items) for FY2024 of $106,063.
The Company has reported an overall net loss after tax of $1,904,553.
Significantly, FY2024 has been marked by key changes in our senior management team. The
appointment of Chris King as Chief Executive Officer in mid-August 2023 saw Chris commence
delivering a companywide change agenda, immediately actioning a plan to right-size the overall
Group, reduce the historic cost structures that surrounded our service delivery, and realign the
business to a front of house and sales focused organisation.
The transformation of Jcurve has been a large undertaking and our new Chief Executive Officer
had no time to impact the first half results in a meaningful way. Pleasingly, there have been strong
improvements in performance in the second half, with normalised EBITDA (removing one off items)
moving from a loss of $612,058 in the first half to a normalised EBITDA gain of $505,995 for the second
half of FY2024. We expect these improvements in performance to continue.
Cash at bank has stabilised at $1,596,275 as at 30 June 2024, with the company remaining debt free
and with access to working capital facilities of $500,000.
I would personally like to thank all shareholders, and stakeholders more generally, for their ongoing
support. Your company is re-invigorated, and well positioned to continue the positive growth shown in
the second half of FY2024.
Mark Jobling
Chairman
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Director’s report
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 2024. 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. Bruce Hatchman
(Resigned 22 November 2023)
Non-Executive Director
Mr. Graham Baillie
Non-Executive Director
Mr. Martin Green
Non-Executive Director
Mr. Robert Wright
(Appointed 22 November 2023)
Non-Executive Director
Mr. David Franks
Company Secretary
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Director’s report (continued)
Names, qualifications, experience and special responsibilities
The following information is current as at the date of this report.
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 Chief Executive Officer of OneEnergy Limited, a CLP/Mitsubishi Corporation joint venture in Asia.
Mark Jobling
B.ECO, B.LAWS (HONS)
(Non-Executive Chairman)
Directorships of other listed companies
None.
Former directorships of other listed companies
None.
Special responsibilities
Chairman of the Remuneration Committee.
Experience and expertise
Rob Wright joined the Group on 22 November 2024 as a Non-Executive Director. He has a career spanning the
international banking sector and he has held senior management roles at St. George Banking Group, National Australia
Bank, Commonwealth Bank of Australia and Westpac.
Robert Wright
FINSIA, AIM, FIPA
Directorships of other listed companies
None.
Former directorships of other listed companies
None.
Special responsibilities
Chairman of the Audit and Risk Management Committee
and Member of the Remuneration Committee.
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Director’s report (continued)
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 Group as a Non-Executive Director on 26 August 2019.
Graham is Jcurve Solutions’ largest 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.
Former directorships of other listed companies
None.
Special responsibilities
Member of the Audit and Risk Management
Committee.
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.
Martin Green
BA (HONS) in
Accounting and Finance
(Non-Executive
Director)
Directorships of other listed companies
None.
Former directorships of other listed companies
None.
Special responsibilities
Member of the Audit and Risk Management Committee
and Member of the Remuneration Committee.
©2024
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Director’s report (continued)
David Franks
B.EC, CA, F FIN, FGIA, JP.
(Company Secetary)
Experience and expertise
Former directorships of other listed companies None. 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:
COG Financial Services Limited, Cogstate Limited, Dubber Corporation Limited, Evergreen Lithium Limited, Tryptamine
Therapeutics Limited, IRIS Metals Limited, IXUP Limited, Noxopharm Limited, Nyrada Inc, Omega Oil and Gas Limited and
White Energy Company 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.
©2024
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Ordinary
Shares
Options over
Ordinary Shares
Mr. Mark Jobling
50,704,301
-
Mr. Graham Baillie
83,124,215
-
Mr. Martin Green
-
-
Mr. Robert Wright
50,000
-
133,878,516
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:
Dividends and shareholder returns
While a dividend relating to the 2023 financial year was declared on 27 July 2023 and subsequently paid on 5 September
2023, no dividends were declared or paid relating to the financial year ended 30 June 2024.
Principal activities
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.
Director’s report (continued)
©2024
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Director’s report (continued)
Consolidated ($)
2024
2023
Operating (loss)/profit as reported
(1,648,772)
319,673
Depreciation
622,757
627,505
Amortisation
366,196
630,663
Impairment
264,987
-
Share-based payment (write back)/expense
-
(7,783)
Total non-cash expenses
1,253,940
1,250,385
Due diligence costs
4,536
100,810
Dual CEO costs relating to period 1 August 2023 to
October 2023
176,572
-
Redundancies on restructuring
107,661
-
Government Subsidy - Singapore
-
(27,453)
Total non-recurring items
288,769
73,357
Normalised EBITDA
(106,063)
1,643,415
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 between the reporting periods.
Review of Operations - Operating financial review
Financial Results for the Year
The Group incurred a net loss after tax of $1,904,553 for year ended 30 June 2024 (loss after tax for 2023 was $340,875).
The ‘Normalised EBITDA’ for the full year ended 30 June 2024 was a loss of $106,063 (2023 was a profit of $1,643,415),
which has been determined as follows:
©2024
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Director’s report (continued)
The Group’s total revenue for the year ended 30 June 2024 was $12,738,932 (2023: $16,397,138), which includes:
Total expenses including depreciation for the full year ended 30 June 2024 was $14,419,007 (2023: $16,106,404). The
largest expense during the year ended 30 June 2024 was employment expense with $9,280,100 (2023: $9,070,377).
Financial Position as at 30 June 2024
Jcurve Solutions continues to maintain a robust financial position, with significant shifts in asset composition and liability
management over the past year. As of 30 June 2024, total assets stand at $8,085,861, a reduction from $13,900,298 in
the previous year. This change primarily reflects decreased cash and receivables, strategic divestments, including the
disposal of our digital marketing agency, and ongoing amortisation of intangible assets.
Our cash position has decreased to $1,596,275 from $4,265,288, primarily as a result of unfavourable changes in our
working capital as well as the losses we incurred in the current financial year and the costs associated with restructuring
our business. Despite these reductions, our financial stability is underpinned by solid recurring revenue streams, careful
expense management, and a shift towards a leaner organisational structure.
Total liabilities have reduced to $5,808,883 from $9,168,901, demonstrating successful efforts in cost containment.
Equity has seen a substantial decrease to $2,276,978 due to accumulated losses, partially impacted by our our strategic
investments in business transformation and restructuring initiatives.
Risk management
The Group recognises the need to pro-actively manage the risks and opportunities associated with both day-today
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
•
revenue from the sale of JCurveERP/NetSuiteERP licenses and support and implementation revenue of
$11,153,253 (2023: $14,367,129);
•
revenue from the sale of Telecommunications Expense Management Solutions $934,109 (2023: $1,046,278);
•
revenue from the sale of digital marketing solutions from the Dygiq business division
$395,815 (2023: $673,892); and
•
revenue from the sale and implementation of Quicta solutions $255,754 (2023: $309,839).
©2024
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Director’s report (continued)
The Group has the following risk management controls embedded in the Group’s management and reporting system:
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.
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.
Divestment of our digital marketing agency
In line with our strategic focus on optimising our portfolio for enhanced profitability and recurring revenue growth, as
outlined by our Chief Executive Officer , Mr. Chris King, during the Annual General Meeting, we announced the disposal of
our digital marketing subsidiary, Dygiq in January 2024.
This decision follows a thorough evaluation of Dygiq’s alignment with our core business objectives and long-term financial
sustainability. The agency was divested to its original founder under an agreement finalised on 31 January 2024. This
transaction not only simplified our operational focus but also improved our financial position by eliminating net liabilities
from our balance sheet.
The purchaser assumed responsibility for all outstanding contracts and operational costs associated with Dygiq. This
strategic move is expected to bolster our commitment to streamlining operations and focusing on sectors that promise
the highest growth potential and stability.
Events since the end of the financial year
There have been no events since the end of the financial year, which have materially impacted the operations of
the Group.
1)
A comprehensive annual insurance program. This program is facilitated by an external broker;
2) A risk register which is regularly 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.
©2024
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Director’s report (continued)
Likely developments and expected results of operations
As we mark one year since the appointment of Chris King as Chief Executive Officer, we are pleased to provide an update
on the strategic review that has been underway. This comprehensive review was designed to ensure that Jcurve Solutions
not only grows quickly but does so in a profitable and sustainable manner.
Looking ahead, we remain committed to building on this momentum with ongoing strategic initiatives aimed at enhancing
our competitive position and securing long-term growth. We believe these efforts will continue to drive our mission of
delivering superior value to our shareholders.
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.
Key initiatives and outcomes
Cost Containment and Rightsizing: Initially, our focus was on containing expenses and rightsizing the business
to better match our strategic priorities. We implemented significant cost-saving measures and optimised resource
allocation, which have substantially improved our operational efficiency.
Leaner Sales Organisation: We transitioned to a leaner sales organisation, restructuring our support and admin
teams to enhance focus on sales and high-value clients and sectors. This shift has not only reduced overhead but
also increased the effectiveness of our sales efforts.
Portfolio Optimisation: We have completed a thorough assessment of our business units, resulting in the
divestment of non-core assets and increased investment in areas with high-growth potential.
Financial Performance: These strategic changes have begun to reflect positively in our financial results,
demonstrating improved profitability and a stronger balance sheet.
©2024
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Director’s report (continued)
Number of meetings:
Directors’ Meetings
Attended/(Eligible)
Audit & Risk Management
Committee
Attended/(Eligible)
Remuneration Committee
Attended /(Eligible)
Mr. Mark Jobling
9 (9)
n/a
3 (3)
Mr. Bruce Hatchman
3 (3)
2 (2)
1 (1)
Mr. Graham Baillie
9 (9)
4 (4)
n/a
Mr. Martin Green
9 (9)
4 (4)
3 (3)
Mr. Robert Wright
5 (6)
2 (2)
2 (2)
Meetings of Directors
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:
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:
Mark Jobling
2022
Graham Baillie
2023
Martin Green
2021
Therefore, under clause 13.2 of the Jcurve Solutions Constitution Martin Green is due for election at the next Annual
General Meeting. Furthermore as Robert Wright was appointed during the year, he is due for election under clause 13.4.
©2024
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Director’s report (continued)
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, LNP Audit and Assurance 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 26 and forms part of this Directors’ Report for the year ended 30 June 2024.
Non-Audit Services
There were no non-audit related activities carried out by the Company’s auditors during the year ended 30 June 2024.
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/
©2024
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Director’s report (continued)
Mr. Mark Jobling
Non-Executive Chairman – Not Independent
Mr. Bruce Hatchman
Non-Executive Director – Independent
Resigned 22/11/2023
Mr. Robert Wright
Non-Executive Director – Independent
Appointed 22/11/2023
Mr. Martin Green
Non-Executive Director – Not Independent
Mr. Graham Baillie
Non-Executive Director – Independent
Christopher King
Chief Executive Officer
Appointed 14/08/2023
Stephen Canning
Chief Executive Officer
Resigned 15/06/2023
Anton Posthumus
Chief Financial Officer
Appointed 02/012024
James Aulsebrook
Chief Financial Officer
Resigned 14/11/2023
Katrina Doring
Chief Operating Officer
Resigned 20/08/2024
Arthur Fernandez
Chief Growth Officer
Resigned 30/06/2023
Remuneration report (audited)
The directors are pleased to present Jcurve Solutions Limited’s (“the Company’s”) remuneration report for the year ended
30 June 2024. 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 2023 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
Executive Management Team (Executives)
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Director’s report (continued)
Remuneration report (audited) (continued)
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.
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.
Nomination and Remuneration Committee
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 2024 was as follows:
(i) Mark Jobling (Chairman) (Non Executive Director – Not Independent);
(ii) Robert Wright (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.
©2024
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Director’s report (continued)
The remuneration structure for the directors from 1 July 2022 was as follows:
(i) Chairman: $99,000 per annum;
(ii) Resident non-executive directors: $73,260 including compulsory superannuation per annum;
(iii) Non-resident non-executive directors: $66,000 per annum;
(iv) Chair of the Audit Committee: $11,100 including compulsory superannuation per annum.
Remuneration report (audited) (continued)
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.
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 2024 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
(i) Base salary and benefits, including superannuation
Variable ‘at-risk’ components
(i) Short-term incentives in the form of cash
superannuation 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.
©2024
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Director’s report (continued)
Executives
FY2024 STI Potential
FY2023 STI Potential
Stephen Canning
Resigned 15/06/23
Not applicable
55%
Chris King
Appointed 14/08/23
67%
Not applicable
James Aulsebrook
Resigned 14/11/23
Not applicable
43%
Anton Posthumus
Appointed 2/01/24
20%
Not applicable
Katrina Doring
Resigned 20/08/24
46%
46%
Arthur Fernandez
Resigned 30/06/23
Not applicable
44%
(iii) Long-term incentive
The long-term equity incentive plan is designed to align a portion of Executive Remuneration with long term shareholder
value.
Remuneration report (audited) (continued)
3) Remuneration Structure (continued)
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.
For FY2024, the Board set KPI targets for the Short-term Incentive Plan (STIP) based on the strategic goals and objectives
of Jcurve Solutions. Given the changes in executive leadership during the year, specific performance metrics were aligned
with the company’s immediate priorities under the new management.
In FY2023, the KPI targets for the STIP were determined by the Board based on Key Result Areas (KRAs) deemed critical
to Jcurve Solutions’ performance. The primary KRA for the year ended 30 June 2023 was a total revenue metric. These
metrics were established with reference to Jcurve Solutions’ strategic goals and objectives and were measured based
on the audited statutory financial results. The KRA targets for FY2023 were not met, and consequently, no bonuses were
payable.
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:
©2024
19
Director’s report (continued)
Vesting Date - 31/01/23
Executives
Stephen Canning
1,000,000
James Aulsebrook
600,000
Katrina Doring
500,000
Arthur Fernandez
500,000
Vesting Date
Executives
Performance rights
30-Jun-26
31-Dec-26
30-Jun-27
Chris King
2,500,000
2,500,000
7,000,000
Service Rights
14-Aug-24
14-Aug-25
14-Aug-26
Chris King
2,000,000
2,000,000
2,000,000
Remuneration report (audited) (continued)
3) Remuneration Structure (continued)
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. New performance rights issued during the year ended 30 June 2024
have been disclosed in Table 1 of Section 7.
The following performance rights expired during the year ended 30 June 2023 after the share price performance condition
was not met.
As at 30 June 2024, there are no remaining performance rights active for the Executive Management Team.
The following performance and services rights were issued during the year ended 30 June 2024.
©2024
20
Director’s report (continued)
Directors
Director’s
Fees
Bonuses/
Commission
Other short-
term benefits
Superannuation
Shares
Total
Mark Jobling
Non-executive Chairman -
not independent
2024
2023
99,000
99,000
-
-
-
-
-
-
-
-
99,000
99,000
Bruce Hatchman
Director - independent
2024
2023
31,667
68,513
-
-
-
-
3,483
15,467
-
-
35,150
83,980
Robert Wright
Non-executive Director -
independent
2024
2023
46,233
-
-
-
-
-
5,086
-
-
51,319
-
Graham Baillie
Non-executive Director -
not independent
2024
2023
66,000
66,000
-
-
-
-
7,260
6,930
-
-
73,260
72,930
Martin Green
Non-executive Director -
independent
2024
2023
66,000
66,000
-
-
-
-
-
-
-
-
66,000
66,000
Total Directors Fees
Total Directors Fees
2024
2023
308,900
299,513
-
-
-
-
15,829
22,397
324,729
321,910
Remuneration report (audited) (continued)
4) Remuneration of key management personnel
Table 1: Key Management Personnel remuneration for the year ended 30 June 2024: Directors
Table 2: Key Management Personnel remuneration for the year ended 30 June 2024: Executives
Salary
Bonuses/
Commission
Other
short-
term
benefits
Long
service
Leave
Retirement
Funding
Other
Shares
and
share
rights
Total
$
Chris King
Chief Executive Officer -
appointed 14/08/24
2024
2023
288,333
-
131,250
-
22,631
-
-
-
27,540
-
-
-
55,966
-
525,720
-
Stephen Canning
Chief Executive Officer -
resigned 15/06/23
2024
2023
207,525
439,874
-
10,952
(7,014)
16,075
-
-
-
151
-
-.
-
2,683
200,511
469,735
Anton Posthumus
Chief Financial Officer -
appointed 2/01/24
2024
2023
99,231
-
10,000
-
5,307
-
--
-
12,015
-
-
-
-
-
126,553
-
James Aulsebrook
Chief Financial Officer -
resigned 14/11/23
2024
2023
172,023
235,000
-
-
(52,340)
7,008
(23,281)
8,474
16,934
16,954
-
-.
-
1,610
113,336
269,046
Katrina Doring
Chief Operating Officer -
resigned 20/08/24
2024
2023
230,000
220,000
-
-
(1,445)
(2,837)
10,177
6,591
25,300
15,773
-
-
-
1,342
264,032
240,869
Arthur Fernandez
Chief Growth Officer -
resigned 30/06/23
2024
2023
-
261,772
-
11,740
(41,561)
4,045
-
-
-
14,459
-
52,354
-
1,342
(41,561)
345,712
Total Executive
Remuneration
2024
997,112
141,250
(74,422)
(13,104)
81,789
-
55,966
1,188,591
Total Executive
Remuneration
2023
1,156,646
22,692
24,291
15,065
47,337
52,354
6,997
1,325,362
©2024
21
Director’s report (continued)
Executive
Tittle
Term of agreement
Current base salary excluding
super-annuation (*)
Contractual termination
benefits (**)
Chris King
Chief Executive Officer
Commenced 14 August 2023
on a rolling contract
$ 325,000.00
6 months base salary
Anton Posthumus
Chief Financial Officer
Commenced 2 January 2024
on a rolling contract
$ 200,000.00
3 months base salary
Katrina Doring
Chief Operating Officer
Commenced 5 July 2016
on a rolling contract
$ 230,000.00
3 months and week base salary
2024
2023
2022
2021
2020
Total profit/(loss) for the year
($1,904,553)
($340,875)
($66,390)
$152,255
($298,804)
Normalised EBITDA (*)
($106,063)
$ 1,643,228
$ 1,721,067
$ 1,234,954
$ 670,501
Share price at year end ($)
$ 0.024
$ 0.039
$ 0.060
$ 0.058
$ 0.036
Increase/(decrease) in share price
(38%)
(35%)
3%
61%
6%
Dividends paid
$ 574,601
$ .-
$ -
$ -
$ -
(*) 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 of section 4 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.
Remuneration report (audited) (continued)
4) Remuneration of key management personnel (continued)
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:
(*) Current base salaries excluding superannuation are quoted for the year commencing 1 July 2024 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 2024 and 30 June 2023.
(**) 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:
©2024
22
Director’s report (continued)
(i) 2,500,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the periodto 30 June 2026 equal
or exceeds 10.0 cents
(ii) 2,500,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 31 December 2026
equal or exceeds 10.0 cents
(iii) 1,000,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2027 equal
or exceeds 11.0 cents
(iii) 1,000,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2027 equal
or exceeds 12.0 cents
(iii) 1,000,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2027 equal
or exceeds 13.0 cents
(iii) 1,000,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2027 equal
or exceeds 14.0 cents
(iii) 3,000,000 rights will vest if VWAP of JCurve for any continuous 30-day period during the period to 30 June 2027 equal
or exceeds 15.0 cents
Table 2: Service rights issued to members of the Executive Management Team under the Jcurve Solutions Equity
Incentive Plan on 7 February 2020:
Table 3: 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
Remuneration report (audited) (continued)
6) Voting and comments made at the Company’s 2023 Annual General Meeting
The 2023 Jcurve Solutions Remuneration Report resolution was carried by a poll, with the results of 98.57% 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:
Vesting Date
Executives
30-Jun-26
31-Dec-26
30-Jun-27
Chris King
2,500,000 (i)
2,500,000 (ii)
7,000,000 (iii)
Vesting Date
Executives
14-Aug-24
14-Aug-25
14-Aug-26
Chris King
2,000,000
2,000,000
2,000,000
Executives
Vesting Date – 31 January 2023
Stephen Canning
1,000,000
James Aulsebrook
600,000
Katrina Doring
500,000
Arthur Fernandez
500,000
©2024
23
Director’s report (continued)
Value of total
service and
performance
rights granted
Value of
service and
performance
rights lapsed
Total value of
total service
and performance
rights granted,
exercised and
lapsed
Value of
service and
performance
rights included in
remuneration
for the year
%
Remuneration
consisting of
shares for the
year
Executives
Stephen Canning
-
-
-
-
0,0%
James Aulsebrook
-
-
-
-
0,0%
Katrina Doring
-
-
-
-
0,0%
Arthur Fernandez
-
-
-
-
0,0%
Christopher King
55,966
-
-
-
0,0%
Value of total
service and
performance
rights granted
Value of
service and
performance
rights lapsed
Total value of
total service
and performance
rights granted,
exercised and
lapsed
Value of
service and
performance
rights included in
remuneration
for the year
%
Remuneration
consisting of
shares for the
year
Executives
Stephen Canning
-
13,741
13,741
2,683
0,6%
James Aulsebrook
-
8,245
8,245
1,610
0,6%
Katrina Doring
-
6,871
6,871
1,342
0,6%
Arthur Fernandez
-
6,871
6,871
1,342
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
Remuneration report (audited) (continued)
7) Details of share-based compensation (continued)
Table 4: Service and performance rights issued which formed part of remuneration during the year ended 30 June
2024: 2020 Plan
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
Table 4: Performance rights issued which formed part of remuneration during the year ended 30 June
2023: 2020 Plan
©2024
24
Director’s report (continued)
30 June 2024
Balance
30-06-23
Granted as
remuneration
Bought back under
employee share plan
Net Change
other (*)
Balance
30-06-24
Directors
Bruce Hatchman - resigned 22/11/23
3,500,000
-
-
(3,500,000)
-
Mark Jobling
50,704,301
-
-
-
50,704,301
Graham Baillie
83,124,215
-
-
-
83,124,215
Martin Green
-
-
-
-
Robert Wright - appointed 22/11/23
-
-
50,000
50,000
Executives
Stephen Canning - resigned 15/06/23
3,233,418
-
-
(3,233,418)
-
Christopher King - appointed 14/08/23
-
-
-
-
-
James Aulsebrook - resigned 14/11/23
-
-
-
-
-
Anton Posthumus - appointed 2/01/24
-
-
-
-
-
Katrina Doring - resigned 20/8/24
1,975,534
-
-
-
1,975,534
Arthur Fernandez - resigned 30/06/23
1,000,000
-
-
(1,000,000)
-
Total
143,537,468
-
-
(7,683,418)
135,854,050
Remuneration report (audited) (continued)
8) Shareholdings of Key Management Personnel
Ordinary shares held in Jcurve Solutions Limited (number)
(*) Includes movements due to changes in directors and key management personnel
©2024
25
Director’s report (continued)
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 Audited 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.
30 June 2023
Balance
30-06-22
Granted as
remuneration
Bought back under
employee share plan
Net Change
other (*)
Balance
30-06-23
Directors
Bruce Hatchman - resigned 22/11/23
3,500,000
-
-
-
3,500,000
Mark Jobling
50,704,301
-
-
-
50,704,301
Graham Baillie
83,124,215
-
-
-
83,124,215
Martin Green
-
-
-
-
-
Robert Wright - appointed 22/11/23
-
-
-
-
-
Executives
Stephen Canning - resigned 15/06/23
3,233,418
-
-
-
3,233,418
Christopher King - appointed 14/08/23
-
-
-
-
-
James Aulsebrook - resigned 14/11/23
-
-
-
-
-
Anton Posthumus - appointed 2/01/24
-
-
-
-
-
Katrina Doring - resigned 20/8/24
1,975,534
-
-
-
1,975,534
Arthur Fernandez - resigned 30/06/23
1,400,000
-
-
(400,000)
1,000,000
Total
143,937,468
-
-
(400,000)
143,537,468
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.
(*) Includes movements due to changes in directors and key management personnel
Remuneration report (audited) (continued)
8) Shareholdings of Key Management Personnel (continued)
Mark Jobling
Chairman
30 August 2024
©2024
26
AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF JCURVE SOLUTIONS LIMITED
As lead auditor of Jcurve Solutions Limited for the year ended 30 June 2024, I declare that, to the best of my
knowledge and belief, there have been:
1.
no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
2.
no contraventions of any applicable code of professional conduct in relation to the audit.
LNP Audit and Assurance Pty Ltd
David Sinclair
Director
Sydney
30 August 2024
ABN 65 155 188 837
L8 309 Kent Street Sydney NSW 2000
L24 570 Bourke Street Melbourne VIC 3000
L14 167 Eagle Street Brisbane QLD 4000
L28 140 St Georges Terrace Perth WA 6000
1300 551 266
www.lnpaudit.com
Auditor’s Independence
Declaration
©2024
27
Consolidated Statement of Profit
or Loss and Other Comprehensive
Income for the year ended 30 June 2024
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes. The comparative statement of profit or loss and other comprehensive income has been
restated. Please refer to note 24 for further information.
Consolidated ($)
Notes
2024
2023
(Restated)
Revenue
3.1
12,738,932
16,397,138
Cost of revenue
(1,198,486)
(2,113,276)
Gross profit
11,540,446
14,283,862
Sales and marketing
4
(495,311)
(306,046)
General and administration
4
(10,961,673)
(11,724,902)
Product design and development
4
(478,294)
(675,073)
Operating (loss)/profit before depreciation, amortisation and
impairment expenses
(394,832)
1,577,841
Depreciation, amortisation & impairment expenses
4
(1,253,940)
(1,258,168)
Operating (loss)/profit
(1,648,772)
319,673
Interest income from cash and cash equivalents
19,201
24,685
(Loss)/profit before financing and income tax expense
(1,629,571)
344,358
Finance expense on borrowings and lease liabilities
(50,504)
(53,624)
(Loss)/profit before income tax expense
(1,680,075)
290,734
Income tax expense
5
(224,478)
(631,609)
Loss for the year
(1,904,553)
(340,875)
Other comprehensive income, net of tax:
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
(31,231)
78,606
Share-based payments
55,966
-
Total comprehensive loss for the year
(1,879,818)
(262,269)
Basic loss per share (cents/share)
15
(0.58)
(0.10)
Diluted loss per share (cents/share)
15
(0.57)
(0.10)
©2024
28
Consolidated Statement of
Financial Position as at 30 June 2024
Consolidated ($)
Notes
2024
2023
Assets
Current Assets
Cash and cash equivalents
6
1,596,275
4,265,288
Trade and other receivables
7
1,635,888
3,090,090
Contract assets
3.2
207,887
1,126,135
Total current assets
3,440,050
8,481,513
Non-current assets
Plant and equipment
8
44,605
122,770
Right-of-use assets
9
597,614
915,765
Intangible assets
10
2,449,123
2,325,010
Goodwill
10
-
261,535
Security Deposits
11
218,180
208,183
Deferred tax asset
5
1,336,289
1,585,522
Total non-current asset
4,645,811
5,418,785
Total assets
8,085,861
13,900,298
Liabilities
Current liabilities
Trade and other payables
12
1,355,660
2,396,389
Contract liabilities
3.3
1,864,188
3,210,303
Current tax liability
63,550
35,198
Lease liabilities
13
533,807
503,246
Provisions
14
377,168
560,551
Total current liabilities
4,194,373
6,705,687
Non-current liabilities
Contract liabilities
3.3
240,931
298,382
Lease liabilities
13
131,539
503,380
Deferred tax liabilities
5
1,098,042
1,511,446
Provisions
14
143,998
150,006
Total non-current liabilities
1,614,510
2,463,214
Total liabilities
5,808,883
9,168,901
Net assets
2,276,978
4,731,397
Equity
Share capital
17
17,586,326
17,586,326
Reserves
1,737,550
1,712,815
Accumulated losses
(17,046,898)
(14,567,744)
Total equity
2,276,978
4,731,397
©2024
29
Consolidated Statement of
Cash Flows for the year ended 30 June 2024
Consolidated ($)
Notes
2024
2023
Cash flows from operating activities
Receipts from customers (inclusive of GST)
12,779,385
15,978,132
Payments to suppliers and employees (inclusive of GST)
(13,806,267)
(15,303,509)
Net Interest received
5,721
23,009
Income tax paid
(196,126)
(843,572)
Net cash used in operating activities
6
(1,217,287)
(145,940)
Cash flows used in investing activities
Payments for plant and equipment
-
(37,883)
Payments for development costs
(491,512)
-
Proceeds from the sale of plant and equipment
5,155
450
Net cash used in investing activities
(486,357)
(37,433)
Cash flows used in financing activities
Payment of dividends
16
(574,601)
-
Repayment of principal of leases
(341,280)
(561,585)
Interest expense of leases
(37,024)
(83,094)
Net cash used in financing activities
(952,905)
(644,679)
Net decrease in cash and cash equivalents
(2,656,549)
(828,052)
Cash and cash equivalents, beginning of financial year
4,265,288
5,108,316
Effect of exchange rate changes on cash and cash equivalents
(12,464)
(14,976)
Cash and cash equivalents, end of financial year
6
1,596,275
4,265,288
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
©2024
30
Consolidated Statement of
Changes in Equity for the year ended 30 June 2024
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
Consolidated ($)
Notes
Share
Capital
Foreign
currency
translation
reserve
Share-
based
payment
reserve
Capital
Reserve
Accumulated
Losses
Total
Balance as at 1 July 2022
17,586,326
(88,804)
7,783
1,723,013
(14,226,869)
5,001,449
Loss for the year
-
-
-
(340,875)
(340,875)
Other comprehensive income, net of tax
Foreign currency translation differences in respect
of foreign operations
-
78,606
-
-
-
78,606
Total comprehensive income
-
78,606
-
-
-
78,606
Transactions with owners in their capacity as owners,
recorded directly in equity:
Contributions by and distributions to owners
Payment of dividends
-
-
-
-
-
Share-based payment transactions
-
-
(7,783)
-
(7,783)
Total contributions by and distributions to owners
-
-
(7,783)
-
-
(7,783)
-
78,606
(7,783)
-
-
70,823
Balance at 30 June 2023
17,586,326
(10,198)
-
1,723,013
(14,567,744)
4,731,397
Balance as at 1 July 2023
17,586,326
(10,198)
-
1,723,013
(14,567,744)
4,731,397
Loss for the year
-
-
-
(1,904,553)
(1,904,553)
Other comprehensive income, net of tax
Foreign currency translation differences in respect
of foreign operations
-
(31,231)
-
-
(31,231)
Total comprehensive income
-
(31,231)
-
-
-
(31,231)
Transactions with owners in their capacity as owners,
recorded directly in equity:
Contributions by and distributions to owners
Payment of dividends
-
-
-
(574,601)
(574,601)
Share-based payment transactions
-
-
55,966
-
55,966
Total contributions by and distributions to owners
-
-
55,966
-
(574,601)
(518,635)
-
(31,231)
55,966
-
(574,601)
(549,866)
Balance at 30 June 2024
17,586,326
(41,429)
55,966
1,723,013
(17,046,898)
2,276,978
©2024
31
Contents to the notes to the
consolidated Financial Statements
Note number
Page
1
Significant changes in the current reporting period
34
2
Segment reporting
34
3
Revenue from contracts with customers
39
4
Expenses
44
5
Income tax
45
6
Cash and cash equivalents
48
7
Trade and other receivables
49
8
Plant and equipment
52
9
Right of use assets
53
10
Intangible assets
55
11
Security Deposits
58
12
Trade and other payables
58
13
Lease liabilities
59
14
Provisions
60
15
Earnings per share
60
16
Dividends
61
17
Share capital
61
18
Share-based payments
62
19
Remuneration of auditors
64
20 Related party transactions
65
21
Financial risk management
67
22
Contingent liabilities and commitments
71
23
Parent entity financial information
71
24
Impact of early adoption of AABS18
71
25
Events after the reporting date
73
26 Discontinued operations
73
©2024
32
Notes to the consolidated Financial
Statements
About this report
Jcurve Solutions Limited (“the Company”) is a Australian registered company and is listed on the Australian Stock
Exchange (“ASX”). The consolidated financial statements of the Company for the year ended 30 June 2024 comprise the
Company and its subsidiaries. Where reference is made to the Group in the accounting policies, it should be interpreted
as referring to the Company where the context requires, unless otherwise noted.
Statement of Compliance
These consolidated financial statements are general purpose financial statements, which have been prepared in
accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards (AAS) and other
authoritative pronouncements of the Australian Accounting Standards Board (AASB). The consolidated financial
statements also comply with International Financial Reporting Standards (IFRS) and interpretations (IFRICs) adopted by
the International Accounting Standards Board. The consolidated financial statements were authorised for issue by the
Group’s Board of Directors on 30 August 2024 and released on 30 August 2024.
Basis of Preparation
Jcurve Solutions Limited is a for-profit entity for the purpose of preparing the consolidated financial statements. The
consolidated financial statements are presented in Australian Dollars, which is the Group’s functional currency, on a
historical-cost basis.
Changes in Accounting Standards and Regulatory Requirements
The Group has adopted all new and revised accounting standards and interpretations issued by the Australian Accounting
Standards Board that are relevant to its operations and effective for an accounting period that begins on or after 1 July
2023. Please refer to note 1 for further information.
Critical Judgements and Estimates
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates
and assumptions that may affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. The estimates and associated assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates.
©2024
33
•
recognition of revenue and allocation of purchase price (note 3, page 39). This includes critical judgements
related to determining whether the company acts as a principal or an agent in transactions.
•
income tax determination in relation to assets and liabilities (note 5, page 45)
•
trade receivables, expected credit losses (note 7, page 49)
•
estimation of goodwill impairment (note 10, page 55)
•
recognition, recoverability and amortisation of intangible assets (note 10, page 55)
•
estimation uncertainties and judgements made in relation to lease accounting (note 13, page 59)
•
going concern assessment (page 34)
Detailed information about each of these estimates and judgements is included in other notes together with information
about the basis of calculation for each affected line item in the financial statements.
About this report (continued)
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the
revision and future periods if the revision affects both current and future periods. Judgements made by management in
the application of IFRS that have a significant effect on the financial statements and estimates with a significant risk of
material adjustment in the next year are disclosed in the following notes:
Material Accounting Policies
The material accounting policies adopted in the preparation of the Group financial statements are set out on the following
pages and in the related notes to the Group financial statements. Where applicable, the principal accounting policies
applied in the Company financial statements are consistent with those applied in the Group financial statements. The
principal accounting policies applied are consistent with those adopted in the prior year.
New and Amended Accounting Pronouncements Adopted by the Group
As disclosed in note 1, a number of new pronouncements and/or interpretations were effective from 1 July 2023. These had
no material effect on the Group’s financial statements.
New and Amended Accounting Pronouncements Issued But Not Effective
As disclosed in Note 1, certain new standards, amendments, and interpretations to existing standards have been
published that are mandatory for the Group’s accounting periods beginning on or after 1 July 2023, or later periods, which
the Group has not early adopted, with the exception of AASB 18, Presentation and Disclosure in Financial Statements. The
Group has elected to early adopt AASB 18, as detailed in Note 24, but will assess the impact of other new standards and
amendments in future reporting periods.
Notes to the consolidated Financial
Statements (continued)
©2024
34
Note 1. Changes in accounting standards
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.
The Group has opted to early adopt AASB 18 Presentation and Disclosure in Financial Statements.
Note 2. Segment information
An operating segment is a component of the Group that engages in business activities from which it may earn revenues
and incur expenses, including revenues and expenses that relate to transactions with any of the other components.
The Group’s business is conducted in Australia, New Zealand, Singapore, Thailand and the Philippines. The Group’s
Chief Operating Decision-Maker makes financial decisions and allocates resources based on the information it receives
from it’s internal management system. 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.
In addition to revenue, segment results are reported to the Chief Operating Decision-Maker with two measures of
profitability:
•
Operating profit (“Operating Income”); and
•
Earnings before interest, tax, depreciation, amortisation and normalisation items (“Normalised EBITDA”).
Jcurve Solutions sells a portfolio of solutions and derives its revenues and profits from a variety of sources.
Going Concern
The financial statements have been prepared on a going concern basis, which contemplates the realisation of assets and
settlement of liabilities in the ordinary course of business.
The Group incurred a loss after tax for the year of $1,904,553 (30 June 2023: loss after tax of $340,875) and incurred
operating cash outflows of $1,217,287 (30 June 2023: operating cash outflows of $145,940). The Group has positive cash
balances of $1,596,275 (30 June 2023: $4,265,288). During the year the Group secured a bank loan facility of $500,000,
which was undrawn at the end of the year.
The directors have performed an assessment of the company’s ability to meet its obligations via the preparation of
a detailed cash flow forecast for the period of twelve months from the date of these financial statements. The cash
flow forecast reflects the benefit of certain business improvement strategies and cost reduction initiatives that were
undertaken during the financial year. The cash flow forecast accounts for new business and the achievement of revenue
targets, ensuring that commission rates are sustained at their current levels throughout the second half of the forecast
period.
Based on the cash flow forecast, the directors are satisfied that the Group will be able to realise its assets and settle its
liabilities in the ordinary course of business.
Notes to the consolidated Financial
Statements (continued)
©2024
35
Notes to the consolidated Financial
Statements (continued)
Note 2. Segment information (continued)
The Chief Operating Decision-Maker for the year ended 30 June 2024, considered the business from a product
perspective and identified four reportable segments, summarised and described below:
Enterprise Resource Planning (ERP) Solutions
Netsuite
Commissions are earned based on NetSuite’s tiered partner system, which ranks partners by their Annual
Recurring Revenue (ARR) and customer growth. The tiers range from 0 to 4, with higher tiers corresponding
to greater growth and higher commission rates.
Jcurve ERP
Subscription fees earned from selling licenses for JCurve ERP software, a cloud-based ERP solution
designed to meet the needs of small and medium-sized enterprises in Australia.
Other Third Party Licenses
Income earned from selling other third party software associated with ERP solutions such as bank feeds,
payroll, integrations etc.
Support
Consulting and professional support for NetSuite and JCurve ERP.
Services
Consulting and professional fees earned whilst implementing ERP solutions.
Telecommunications Expense Management Solutions
TEMS
Cloud-based platform that allows customers to manage multiple carriers across mobile, PABX, fixed line,
and IP for managing telecom expenses
Quicta Solutions
Quicta
Quicta is a cloud based platform that provides scheduling and rostering solutions with the capability to
allocate and communicate with field based resources.
Dygiq
Dygiq
Provides digital marketing services to customers in South East Asia.
The principles applied in the presented disclosures have been consistently applied during the current financial year.
However, certain changes were implemented as part of a management transition, and these are retrospectively adjusted
for in the previous financial year’s disclosures where applicable.
©2024
36
Notes to the consolidated Financial
Statements (continued)
Note 2. Segment information (continued)
In accordance with AASB 18, the Group presents Management Performance Measures (MPMs) that reflect management’s
perspective on the financial performance of the entity. While these MPMs may differ from similarly named measures used
by other entities, the Group has provided reconciliations to the most comparable subtotals required by AASB standards.
Detailed disclosures explain the calculation of each reconciling item and its relevance to the MPM. Operating profit and
Normalised EBITDA are presented before recognising the following:
Consolidated ($)
2024
2023
Operating (loss)/profit as reported
(1,648,772)
319,673
• Depreciation
622,757
627,505
• Amortisation
366,196
630,663
• Impairment
264,987
-
• Share-based payment (write back)/expense
-
(7,783)
Total non-cash expenses
1,253,940
1,250,385
• Due diligence costs
4,536
100,810
• Dual CEO costs relating to period 1 August 2023 to October 2023
176,572
-
• Redundancies on restructuring
107,661
-
• Government Subsidy - Singapore
-
(27,453)
Total non-recurring expenses
288,769
73,357
Normalised EBITDA
(106,063)
1,643,415
Description of Management Performance Measure: Normalised EBITDA
The Group uses Normalised EBITDA as a key Management Performance Measure (MPM) to communicate an aspect
of its financial performance that management believes is crucial for understanding the underlying profitability and
operational efficiency of the business. Normalised EBITDA is calculated by adjusting EBITDA (Earnings Before Interest,
Tax, Depreciation, and Amortisation) for non-recurring, non-cash, and unusual items that are not indicative of the ongoing
performance of the Group.
Why Normalised EBITDA Provides Useful Information
Normalised EBITDA provides useful information by offering a clearer view of the Group’s core operating performance,
excluding the impact of financing, accounting, and other factors that can obscure the true economic performance of the
business. This measure is particularly valuable for assessing the Group’s ability to generate cash flows from its operations,
which is a critical indicator of long-term financial health and sustainability.
©2024
37
Note 2. Segment information (continued)
Calculation of Normalised EBITDA
Normalised EBITDA is derived from the Group’s EBITDA by making adjustments for certain items that
management considers do not reflect the ongoing operating performance. These adjustments may
include non-recurring expenses, restructuring costs, and other items that are excluded to provide
a more accurate reflection of the Group’s operational performance. The calculation of Normalised
EBITDA aligns with the Group’s accounting policies under AASB Accounting Standards, but differs by
excluding specific items that are included in EBITDA as defined by those standards.
Notes to the consolidated Financial
Statements (continued)
©2024
38
Notes to the consolidated Financial
Statements (continued)
Note 2. Segment information (continued)
Enterprise resource planning
(ERP) solutions
Telecommunications
Expense Management
Quicta Solutions
Head office
and other
Total
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Annual Recurring Revenue
Existing Customers
7,482,920
10,940,280
833,986
941,464
146,510
156,634
36,346
1,251
8,499,762
12,039,629
New customers
962,710
314,110
-
-
19,481
51,688
-
-
982,191
365,798
Non-recurring and other
Existing Customers
1,716,008
884,040
100,123
101,540
17,007
47,524
-
-
1,833,138
1,033,104
New customers
991,616
2,228,699
-
3,274
72,756
53,993
359,469
672,641
1,423,841
2,958,607
Total Revenue
11,153,254
14,367,129
934,109
1,046,278
255,754
309,838
395,815
673,892
12,738,932
16,397,138
During the year, the Group disposed of an immaterial part of its business, Dygic, which was based in the Philippines and
specialised in digital marketing. Refer to note 26 for further information.
Cost of revenues
(1,166,098)
(2,113,275)
-
-
(32,388)
-
-
-
(1,198,486)
(2,113,275)
Gross profit
9,987,156
12,253,854
934,109
1,046,278
223,366
309,838
395,815
673,892
11,540,446
14,283,863
The measures presented below are those that The Chief Operating Decision-Maker of the Group monitors on an ongoing
basis. This provides more insight into revenue, earnings before interest, tax, depreciation and amortisation before
normalised items (Normalised EBITDA), operating profit before capital items and depreciation disclosed in the statement
of comprehensive income.
The segment revenues, earnings before interest, tax, depreciation and amortisation before normalised items (Normalised
EBITDA) and operating profit generated by each of the Group’s segments are summarised as follows:
Other income
-
14,350
-
-
-
-
31,029
75,226
31,029
89,576
Employee benefits
(8,242,764)
(7,962,875)
(47,280)
(357,651)
(44,223)
(235,784)
(945,833)
(514,067)
(9,280,100)
(9,070,377)
Shared costs and other
-
-
-
-
-
-
(2,686,215)
(3,725,221)
(2,686,215)
(3,725,221)
EBITDA
1,744,392
4,305,329
886,829
688,627
179,143
74,055
(3,205,204)
(3,490,170)
(394,840)
1,577,841
Depreciation and amortisation
-
-
(969)
(947)
(969)
(110,947)
(987,006)
(1,146,274)
(988,944)
(1,258,168)
Impairment
(264,987)
-
-
-
-
-
-
-
(264,987)
-
Finance cost
-
-
-
-
-
-
(31,304)
(28,939)
(31,304)
(28,939)
Total Expenses
(8,507,751)
(7,948,525)
(48,249)
(358,598)
(45,192)
(346,731)
(4,619,329)
(5,339,275)
(13,220,521)
(13,993,129)
Profit/(loss) before tax
1,479,405
4,305,329
885,860
687,680
178,174
(36,892)
(4,223,514)
(4,665,383)
(1,680,075)
290,734
Tax expense
(224,478)
(631,609)
(224,478)
(631,609)
Profit/(loss) for the year
1,479,405
4,305,329
885,860
687,680
178,174
(36,892)
(4,447,992)
(5,296,992)
(1,904,553)
(340,875)
Segment assets
5,181,297
9,432,198
702,900
515,851
493,074
94,038
1,708,589
3,534,166
8,085,860
13,576,253
Segment liabilities
4,576,242
8,110,531
696,179
556,247
398,729
253,904
137,733
248,219
5,808,883
9,168,901
©2024
39
Note 3. Revenue from contracts with customers
The Group derives revenue from contracts with customers and other revenue as follows:
Consolidated ($)
2024
2023
Note 3.1 Revenue
Commission earned (*)
4,149,545
4,279,228
Jcurve ERP license subscriptions
2,913,340
4,843,528
Other third party licenses
105,051
616,807
Support
1,356,220
1,524,262
Services
2,629,098
3,103,304
Total enterprise resource planning (ERP) solutions
11,153,254
14,367,129
Telecommunications expense management solutions
934,109
1,046,279
Quicta solutions
255,754
309,838
Dygiq
395,815
673,892
12,738,932
16,397,138
Other Income
Government subsidy (**)
-
27,640
Interest income from cash and cash equivalents
19,201
24,685
Sundry Income
-
37,251
19,201
89,576
(*) Revenue from commissions earned, comprising 33% of total revenue (2023: 26%), is derived from a single customer.
(**) $27,640 of government subsidies were received and recognised in Financial Year 2023 from Jcurve Solutions
Singapore business operations.
Assets and liabilities related to contracts with customers
The group has recognised the following assets and liabilities related to contracts with customers:
Total contract assets comprise:
Accrued revenue
206,578
1,010,463
Deferred expenditure
1,309
115,672
Total contract assets
207,887
1,126,135
Consolidated ($)
Note 3.2 Total contract assets
2024
2023
Total contract assets
207,887
2,369,614
207,887
2,369,614
Notes to the consolidated Financial
Statements (continued)
©2024
40
Contract assets are recognised when revenue is earned but billing occurs later, given an enforceable right to collect from
the customer. The Group accounts for potential impairments of these assets using a simplified approach that records
expected lifetime losses from the time the assets are initially recognised. Contract assets are grouped by shared credit
risk characteristics and days past due to measure expected credit losses. The expected loss rates for each ageing
category are detailed in note 7. None of the contract assets were past due as of 30 June 2024.
Note 3. Revenue from contracts with customers (continued)
Consolidated ($)
Note 3.3. Total contract liabilities
2024
2023
Enterprise Resource Planning (ERP) Solutions
210,981
278,885
Telecommunications expense management solution
28,080
557
Dygiq
-
-
Quicta solutions
1,870
18,940
Non-current contract liabilities
240,931
298,382
Enterprise Resource Planning (ERP) Solutions
1,616,787
2,969,214
Telecommunications expense management solutions
140,861
136,561
Dygiq
-
42,812
Quicta solutions
106,540
61,716
Current contract liabilities
1,864,188
3,210,303
Total contract liabilities
2,105,119
3,508,685
Contract liabilities recognised in revenue and significant movements during the year
Total contract liabilities at the beginning of the year
3,508,685
3,994,290
Revenue recognised in the current year in relation to current
(3,054,415)
(3,879,131)
Contract liabilities recognised during the current year for new
projects
1,650,849
3,393,526
Total contract liabilities at the end of the year
2,105,119
3,508,685
The closing balance represents new contracts where the performance obligations have not yet been met by year-end.
The current portion of contract liabilities is expected to be recognised as revenue in the next financial year. Contract
liabilities mainly arise from customer prepayments for goods or services yet to be delivered.
These liabilities are primarily related to contracts where revenue is recognised at a point in time, usually within one to
three years.
Notes to the consolidated Financial
Statements (continued)
©2024
41
Note 3. Revenue from contracts with customers (continued)
Revenue by segment
The Jcurve group is a diversified group which derives its revenues and profits from a variety of sources.
Segmentation is based on the group’s internal organisation and reporting of revenue based upon internal accounting
presentation.
Revenue by reportable segment is disaggregated by major product/service and geographic region below.
Notes to the consolidated Financial
Statements (continued)
2024
2023
Australia
New Zealand
South East
Asia
Group
Australia
New Zealand
South East
Asia
Group
Revenue by product
Enterprise resource planning
(ERP) solutions
At a point in time
6,975,215
1,980,954
8,956,169
8,190,179
1,342,919
9,533,098
Over the contract period
1,940,318
256,767
2,197,085
3,232,835
1,601,196
4,834,031
Telecommunications expense
management solutions
Over the contract period
934,109
-
934,109
1,047,279
-
1,047,279
Quicta solutions
At a point in time
89,763
-
89,763
-
-
-
Over the contract period
138,562
27,429
165,991
309,838
-
309,838
Dygiq
At a point in time
-
395,815
395,815
-
673,892
673,892
Total revenue
10,077,967
2,660,965
12,738,932
12,780,131
3,618,007
16,398,138
©2024
42
Accounting policy
Revenue recognition
Revenue is recognised based on the transfer of promised goods or services to customers in an amount that reflects the
consideration expected to be received.
(i) Enterprise Resource Planning (ERP) solutions - JCurveERP and NetSuite
JCurveERP Edition – implementation of JCurveERP and JCurveERP software licenses
The Group enters into contracts with customers to implement and organise the transfer of JCurveERP licenses. The
software requires substantial customisation to interface with the customer’s existing systems. Since this customisation
can only be performed by a Group consultant due to the uniqueness of JCurveERP, it does not constitute a distinct
performance obligation. Therefore, the sole performance obligation is delivering a functional and integrated software
system. The transaction price is fixed and specified in the contract. Revenue is recognised over the project’s
implementation period as the Group’s performance enhances an asset controlled by the customer. Revenue is recognised
using an input method, based on the labour hours incurred to date as a percentage of total expected contracted hours,
provided the Group can reasonably measure its progress towards fulfilling the performance obligation.
When JCurveERP licenses are renewed or additional licenses are sold after the implementation is complete, revenue is
recognised at the point in time when the license is granted to the customer, as specified by the contract start date in the
customer’s renewal contract.
NetSuite Edition – Reseller of software licenses
The Group is an authorised reseller of NetSuite software licenses. As the Group does not obtain control of these licenses,
it acts as an 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 the implementation process separate
performance obligations. Commission revenue for the NetSuite edition licenses is recognised at a net amount,
representing the commission earned, at the point in time when the customer provides NetSuite with a signed sales order.
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. This obligation is satisfied progressively as services are
delivered to the customer. The total contract revenue is fixed and specified in the signed contract. Revenue is recognised
using an input method, based on the labour hours incurred to date as a percentage of the total expected contracted
hours.
Notes to the consolidated Financial
Statements (continued)
Note 3. Revenue from contracts with customers (continued)
©2024
43
Notes to the consolidated Financial
Statements (continued)
Accounting policy (continued)
Revenue recognition (continued)
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.
(ii) Telecommunications expense management solutions
The Group has contracts with customers to provide telephone expense management services at a fixed price, as defined
in the contract. Revenue is recognised over time as the customer receives and consumes the benefit, using an output
method based on the proportion of 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 their use of the Quicta platform. Revenue is recognised using an
output method, based on the proportion of total days elapsed relative to the total contracted period of use. For all sales,
when consideration is received upfront, it is initially recognised as a contract liability and only recognised as revenue as or
when the performance obligation is satisfied.
Service Revenue
For Quicta customers, the performance obligation is the delivery of contracted service hours. This obligation is satisfied
progressively as services are delivered to the customer. The total contract revenue is fixed and specified in the signed
contract. Revenue is recognised using an input method, based on the labour hours incurred to date as a percentage of
the total expected contracted hours.
(iv) Quicta solutions
Judgements applied in recognising revenue from contracts with customers
The Group applied the requirements of AASB 15, Revenue from Contracts with Customers, in the current year. Judgement
was applied in recognising revenue for certain revenue streams as detailed below:
Note 3. Revenue from contracts with customers (continued)
©2024
44
Revenue recognition (continued)
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.
Software, cloud service and related licenses, including software assurance service
The Group provides cloud-related services to our customers. Judgement has been applied to determine whether it
acts as an agent or principal in these arrangements, in accordance with the principles of AASB 15. One key judgement
is whether control passes to the Group before passing to the customer. The Group has concluded that control does
not pass to it; therefore, it acts as an agent in these arrangements, as the vendor has the primary obligation to fulfil the
services to the customers.
The Group’s software and related licenses include access to the latest updates from the vendor. Judgement has been
applied to determine whether access to these updates is a separate performance obligation by assessing if the third-
party delivered updates are critical to the core functionality of the software.
Where the Group concludes that the updates are critical to the functionality of the software and can only be delivered by
the vendor, it acts as an agent for such software sales, as the vendor has the primary obligation to fulfil the services to the
customers.
Notes to the consolidated Financial
Statements (continued)
Note 4. Expenses
Note 3. Revenue from contracts with customers (continued)
Consolidated ($)
2024
2023
Sales and marketing
495,311
306,046
Product design and development
478,294
675,073
©2024
45
Note 4. Expenses (continued)
Notes to the consolidated Financial
Statements (continued)
Consolidated ($)
2024
2023
IT and communications expenses
507,912
688,704
Occupancy expenses, net of recoveries
(18,493)
2,027
Travel expenses
167,940
263,929
Provision for bad debt (written back)/expense
(49,460)
79,928
Due diligence costs
4,536
100,810
Insurance
259,148
265,316
Other income
(31,029)
(89,576)
Other expenses
154,826
257,276
Employee benefits expense
9,280,101
9,070,376
Directors’ Fees (includes superannuation)
324,729
321,910
Consultancy Fees
85,204
542,861
Audit Fees
166,464
148,157
Company Secretarial Fees (includes fees paid to non-related parties overseas)
109,795
73,184
General and administration
10,961,673
11,724,902
Depreciation of plant and equipment
82,490
96,064
Depreciation of right of use asset
540,267
531,441
Amortisation of intangibles
366,196
630,663
Depreciation and amortisation expenses
988,953
1,258,168
Impairment of goodwill
264,987
-
Depreciation, amortisation and impairment expense
1,253,940
1,258,168
Note 5. Income Tax
Income tax recognised in profit or loss
Consolidated ($)
The major components of tax benefit/(expense) are:
2024
2023
Current tax expense
(349,398)
(458,748)
Origination and reversal of temporary differences
126,170
(247,386)
Under provision from prior years - current tax
(1,250)
74,525
Income tax expense
(224,478)
(631,609)
©2024
46
Note 5. Income Tax
Notes to the consolidated Financial
Statements (continued)
Consolidated ($)
2024
2023
The prima facie income tax expense on pre-tax accounting profit from operations
reconciles to the income tax (benefit)/expense in the financial statements as follows:
Accounting (loss)/profit before tax
(1,680,075)
290,734
Income tax calculated at the Australian tax rate: 25% (2023: 25%)
420,019
(72,684)
Tax effect of amounts which are not taxable/(deductible) in calculating taxable
income:
Permanent differences
(90,661)
(107,006)
Temporary differences
(43,368)
(9,213)
(134,029)
(116,219)
Difference in overseas tax rates
(56,963)
(151,800)
Tax losses not recognised
(398,097)
(137,252)
Previously recognised tax losses no longer recognised
(54,158)
(228,179)
Under/(over) provision in prior years
(1,250)
74,525
Income tax benefit/(expense) reported in the statement of profit or loss and other
comprehensive Income
(224,478)
(631,609)
Effective tax rate (income tax expense as a percentage of profit before tax)
13%
(217%)
Deferred Taxes (Non-Current)
Analysis of deferred tax assets:
Deductible temporary differences available to offset against future taxable income
Deferred expenditure & intangible assets
116,747
242,786
Lease liabilities
166,336
251,657
Accruals and provisions
820,910
817,176
Tax losses available to offset against future taxable income
232,296
273,903
1,336,289
1,585,522
Analysis of deferred tax liabilities:
Plant and equipment
16,604
15,630
Deferred license revenue
518,152
918,454
Right-of-use asset
504,094
525,170
Other
59,192
52,192
1,098,042
1,511,446
Net Deferred Tax Asset/(Liability)
238,247
74,076
©2024
47
Significant accounting judgments, estimates and assumptions: Recovery of
deferred tax assets
Deferred tax assets are recognised for deductible temporary differences when management considers it probable that
sufficient future taxable 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 on the likely timing and level of
future taxable profits, along with future tax planning strategies.
Unrecognised deferred tax assets and deferred tax liabilities
The balance of carried forward tax losses that have not been recognised in the financial statements amounts to
$3,094,444 (2023: $2,554,559 unrecognised). The deductible temporary differences and tax losses do not expire under
current legislation. Deferred tax assets totalling $398,097 (2022: $466,738) have not been recognised for these items at
this stage because it is not probable that future taxable profits will be available against which the Group can utilise the
benefits.
There are no unrecognised deferred tax liabilities.
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 the
notes 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.
Jcurve Solutions Limited, being the head entity, 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.
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 a stand alone basis.
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 a stand alone basis.
Note 5. Income Tax (continued)
Notes to the consolidated Financial
Statements (continued)
©2024
48
Tax consolidation (continued)
Jcurve Solutions Thailand Co Ltd. is a tax resident entity of Thailand and current and deferred tax amounts are accounted
for the company based on Jcurve Solutions Thailand Co Ltd. as a taxpayer on a stand alone basis.
Cash at bank earns interest at floating rates based on daily bank deposit rates. For purposes of the consolidated
statement of cash flow, cash and cash equivalents include cash on hand, deposits held at call with financial institutions,
and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible
to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
At 30 June 2024, the Group has an available working capital facility of $500,000.
Reconciliation of net profit to net cash flow from operations
Note 5. Income Tax (continued)
Note 6. Cash and cash equivalents
Consolidated ($)
2024
2023
Cash at bank and on hand
1 ,596,275
4 ,265,288
Consolidated ($)
Notes
2024
2023
Loss for the year
(1,904,553)
(340,875)
Loss (gain) on disposal of property, equipment and software
5,155
-
Depreciation and amortisation
4
988,953
1,258,168
Non-cash employee benefits expense — share-based
payments
18
55,966
(7,783)
Other
65,550
7,861
Change in operating assets and liabilities
(31,303)
-
Decrease/(increase) in receivables
1 ,454,202
531,165
Decrease/(increase) in contract assets
918,248
251,020
Decrease/(increase) in other operating assets
-
39,089
Decrease/(increase) in net deferred tax assets
(164,171)
247,387
Decrease in payables
(1,040,729)
(1,215,676)
Decrease in contract liabilities
(1,403,566)
(485,606)
Increase/(decrease) in current tax liabilities
28,352
(453,968)
Increase in provision for employee benefits
(189,391)
23,278
Net cash outflow from operating activities
(1,217,287)
(145,940)
Notes to the consolidated Financial
Statements (continued)
©2024
49
Note 6. Cash and cash equivalents (continued)
Note 7. Trade and other receivables
Non-cash transactions
During FY24 the Group entered into new leases resulting in the recognition of additional lease assets of $ 57,329 (FY23:
$140,306) and corresponding lease liabilities of $57,329 (FY23: $140,306 lease liabilities. These transactions are excluded
from the consolidated statement of cash flows.
Trade receivables
The average credit period on sales of goods and rendering of services is 30 days. Trade receivables, which are
non-interest bearing and generally due for settlement within 30 days, are recognised initially at fair value and
subsequently measured at amortised cost, less an allowance for expected credit losses.
Consolidated ($)
2024
2023
Financial assets at amortised cost
Current
Gross Trade receivables
1,280,079
2,632,023
Expected credit loss allowance
(24,465)
(77,897)
1 ,255,614
2 ,554,126
Other receivables
93,396
231,199
1,349,010
2,785,325
Non-financial assets
Prepayments
275,057
304,765
Other receivables
3,903
-
GST/VAT receivable
7,918
-
286,878
304,765
Total financial assets at amortised cost
1,635,888
3,090,090
Notes to the consolidated Financial
Statements (continued)
©2024
50
Note 7. Trade and other receivables (continued)
Expected credit loss
A provision has been made for estimated credit losses that might occur in relation to trade receivable balances
arising from the past sale of goods and rendering of services. Refer to this note for ageing of receivables. The
Group recognised an impairment loss of $ nil in the current year (FY23: $ 6,763). Impairment amounts are
included in profit or loss within other expenses. Movements in the provision for impairment loss were as follows:
Accounting Policy
The Group carries loans and receivables at amortised cost. An allowance for impairment is established using the
simplified approach, recognising expected lifetime losses from initial recognition.
Trade receivables are categorised by shared credit risk characteristics and days past due for measuring
expected credit losses. Expected loss rates are derived from historical credit losses and are adjusted to reflect
both current conditions and reasonable and supportable forward-looking macroeconomic factors that may
affect borrowers’ ability to pay.
Receivables are recognised at the original invoice amount less an allowance for expected credit losses. This
allowance reflects the Group’s estimate of losses on trade receivable balances, applying a probability-weighted
model that is discounted using the effective interest rate inherent in the asset. The Group’s ECL model considers
all contractual cash flows over the life of the asset and is sensitive to changes in economic conditions.
Consolidated ($)
2024
2023
Provision for expected credit losses (ECL) reconciliation
Carrying amount at the beginning of the year
77,897
78,632
Provision recognised during the year
-
6,763
Receivables written off during the year
-
(7,498)
Unused provision reversed during the year
(53,432)
-
Carrying amount at the end of the year
24,465
77,897
Notes to the consolidated Financial
Statements (continued)
©2024
51
Note 7. Trade and other receivables (continued)
Exposure to credit risk
The Group’s ageing of trade receivables, receivables past due not impaired, and the expected loss percentage applied to
each ageing category, reflecting it’s exposure to credit risk at the reporting date is as follows:
For trade receivables that are past due, each customer’s account has been placed on hold where deemed necessary until
full payment is made.
2024
2023
Expected
loss
%
Trade
recievables
$
Credit loss
allowance
$
Past due not
impaired
$
Expected
loss
%
Trade
recievables
$
Credit loss
allowance
$
Past due not
impaired
$
Current
1.26%
1,085,987
13,728
-
1.21%
1,953,843
23,641
-
31-60 days
2.82%
88,854
2,503
86,351
2.79%
414,358
11,581
402,777
61-90 days
4.03%
62,695
2,525
60,170
4.63%
34,218
1,584
32,634
91-120 days
10.24%
15,925
1,630
14,295
8.88%
114,312
10,150
104,162
120+ days
15.32%
26,618
4,078
22,540
26.84%
115,292
30,941
84,351
1,280,079
24,464
183,356
2,632,023
77,897
623,924
Notes to the consolidated Financial
Statements (continued)
©2024
52
2024
2023
Cost
Accumulated
depreciation and
impairment
Total
Cost
Accumulated
depreciation and
impairment
Total
Plant & equipment
589,885
(553,201)
36,684
596,458
(487,742)
108,716
Leasehold improvements
2,740
(2,740)
-
2,740
(2,740)
-
Make good assets
41,128
(33,207)
7,921
41,128
(27,074)
14,054
Net carrying amount
633,753
(589,148)
44,605
640,326
(517,556)
122,770
Consolidated
Reconciliation of plant and equipment
Plant &
equipment
Leasehold
improvements
Make good
assets
Total
Carrying amount as at 1 July 2023
108,718
-
14,052
122,770
Disposals
(2,123)
-
-
(2,123)
Additions at cost
-
-
-
-
Translation of foreign operations
(4,450)
-
-
(4,450)
Depreciation for the year
(65,459)
-
(6,133)
(71,592)
Carrying amount as at 30 June 2024
36,686
-
7,919
44,605
Carrying amount as at 1 July 2022
156,423
-
20,184
176,607
Disposals
-
-
-
-
Additions at cost
37,883
-
-
37,883
Translation of foreign operations
11,177
-
-
11,177
Depreciation for the year
(96,765)
-
(6,132)
(102,897)
Carrying amount as at 30 June 2023
108,718
-
14,052
122,770
Note 8. Plant and equipment
Notes to the consolidated Financial
Statements (continued)
©2024
53
Note 8. Plant and equipment (continued)
Note 9. Right-of-use Assets
Property, plant, and equipment are recorded at cost, less accumulated depreciation and any impairment losses. Costs
include charges related to the replacement of parts that qualify for capitalisation. The Group offers a choice between the
straight-line method and diminishing value method for depreciation, applying it over the assets’ estimated useful lives of 2
to 4 years. Leasehold improvements are amortised on a straight-line basis over the shorter of their estimated useful lives,
ranging from 1 to 6 years, or the lease term.
Residual values, useful lives, and depreciation methods are reviewed annually and adjusted if necessary. There have
been no changes to the useful lives and residual values assessments from the previous year. Assets are derecognised
upon disposal or when no further benefits are expected, with any gains or losses recognised in profit or loss in the year of
derecognition.
2024
2023
Cost
Accumulated
depreciation and
impairment
Total
Cost
Accumulated
depreciation and
impairment
Total
Buildings
1,950,240
(1,352,626)
597,614
2,034,546
(1,138,989)
895,557
Office equipment
66,136
(66,136)
-
66,136
(45,928)
20,208
Net carrying amount
2,016,376
(1,418,762)
597,614
2,100,682
(1,184,917)
915,765
Reconciliation of right-of-use assets
Buildings
Office equipment
Total
Carrying amount as at 1 July 2023
895,557
20,208
915,765
Disposals
(141,635)
-
(141,635)
Additions at cost
57,329
-
57,329
Translation of foreign operations
-
-
-
Depreciation for the year
(213,637)
(20,208)
(233,845)
Carrying amount as at 30 June 2024
597,614
-
597,614
Notes to the consolidated Financial
Statements (continued)
©2024
54
Note 9. Right-of-use Assets (continued)
Accounting Policy
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 FY2024, $nil (FY23: $2,027) of lease payments were directly expensed to profit and loss.
Notes to the consolidated Financial
Statements (continued)
Reconciliation of right-of-use assets
Buildings
Office equipment
Total
Carrying amount as at 1 July 2022
1,350,459
42,445
1,392,904
Disposals
-
(192)
(192)
Additions at cost
140,306
-
140,306
Translation of foreign operations
-
-
-
Depreciation for the year
(595,208)
(22,045)
(617,253)
Carrying amount as at 30 June 2023
895,557
20,208
915,765
©2024
55
Note 10. Intangible assets
2024
2023
Cost
Accumulated
depreciation and
impairment
Total
Cost
Accumulated
depreciation and
impairment
Total
Licenses
3,100,000
(1,296,095)
1,803,905
3,100,000
(1,065,810)
2,034,190
Quicta
372,938
-
372,938
-
-
-
Goodwill
10,593,913
(10,593,913)
-
10,596,500
(10,334,965)
261,535
Customer relationships
666,069
(512,363)
153,706
683,695
(419,684)
264,011
Jtel Next Platform
118,574
-
118,574
-
-
-
Other
4,117,318
(4,117,318)
-
4,122,378
(4,095,569)
26,809
Net carrying amount
18,968,812
(16,519,689)
2,449,123
18,502,573
(15,916,028)
2,586,545
Reconciliation of intangible assets
Consolidated
Licenses
Quicta
Goodwill
Customer
relationships
JTel Next
platform
Other
Total
Carrying amount as at 1 July 2023
2,034,190
-
261,535
264,011
-
26,809
2,586,545
Disposals
-
-
-
-
-
-
-
Additions at cost
-
372,938
-
-
118,574
-
491,512
Translation of foreign operations
-
-
(2,587)
(17,626)
-
(5,060)
(25,273)
Amortisation & impairment for the year
(230,285)
-
(258,948)
(92,679)
-
(21,749)
(603,661)
Carrying amount as at 30 June 2024
1,803,905
372,938
-
153,706
118,574
-
2,449,123
Notes to the consolidated Financial
Statements (continued)
©2024
56
Note 10. Intangible assets (continued)
Consolidated
Licenses
Quicta
platform
upgrade
Goodwill
Customer
relationships
JTel Next
platform
Other
Total
Carrying amount as at 1 July 2022
2,264,476
245,058
359,308
-
309,710
3,178,552
Disposals
-
-
-
-
-
-
-
Additions at cost
-
-
-
-
-
-
-
Translation of foreign operations
-
-
16,477
18,849
-
10,738
46,064
Amortisation for the year
(230,286)
-
-
(114,146)
-
(293,639)
(638,071)
Carrying amount as at 30 June 2023
2,034,190
-
261,535
264,011
-
26,809
2,586,545
During the fiscal year ended 30 June 2024, the Group capitalised development costs associated with our innovative
projects, JTel Next and Quicta, reflecting our strategic commitment to portfolio optimisation and enhancing our
technology offerings. This capitalisation aligns with our expectation of significant future economic benefits from these
assets.
Accounting Policy
Goodwill
The Group initially measure goodwill on acquisition at cost, being the excess of the cost of the business combination
over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Subsequently
goodwill is carried at cost less any accumulated impairment losses. The Group tests goodwill for impairment on an annual
basis, or more frequently if events or changes in circumstances indicate that it might be impaired, and if appropriate will
write its value down when impaired (refer below).
Notes to the consolidated Financial
Statements (continued)
©2024
57
Note 10. Intangible assets (continued)
(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 grants Jcurve
Solutions exclusive selling rights for the JCurveERP edition of the NetSuite business software for an indefinite period. It
was the foundation for Interfleet Pty Ltd to become a NetSuite partner when it became a NetSuite Solution Provider in
August 2016. This agreement has been integral to the Company’s ERP practice.
The NetSuite JCurveERP reseller agreement stipulates that in the event of cancellation, Jcurve Solutions’ customers
would be assigned to NetSuite. NetSuite would then be required to pay Jcurve Solutions a royalty of 30% of the future
revenue stream to NetSuite for a three-year period. This, along with an increasing level of license commission and service
revenue from the sale of NetSuite editions, indicates that impairment is unlikely in future periods.
(ii) License intangible asset
On 9 July 2021, Jcurve Solutions Asia Pte Ltd, a wholly-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 is
assessed as having a useful life of 2 years, while the customer relationships intangible asset is assessed as having a
useful life of 7 years. Both assets are being amortised on a straight-line basis over their respective useful lives.
Significant accounting judgments, estimates and assumptions
(i) Impairment of intangibles with indefinite useful lives
The Group assesses whether goodwill and intangibles with indefinite useful lives are impaired at least annually.
This involves estimating the recoverable amount of the cash-generating units to which these assets are allocated.
(ii) Useful life of NetSuite ERP Licenses – Australia
The Group has determined that the useful life of the ERP licenses in Australia for NetSuite is 10 years. These licenses are
amortised on a straight-line basis over this period.
(iii) Useful life of the Quicta Platform
The Group has determined that the useful life of the Quicta Platform is 5 years. The platform is amortised on a straight-line
basis over this period.
Notes to the consolidated Financial
Statements (continued)
©2024
58
Note 10. Intangible assets (continued)
Note 11. Security Deposits
Note 12. Trade and other payables
Impairment testing of intangible assets with indefinite lives
(i) Goodwill
The goodwill balance was recognised upon 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
Asia ERP Cash Generating Unit includes goodwill, NetSuite customer contracts, customer relationships intangible assets,
and allocated 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 over a 5-year period. The discount rate applied was 10.2% (2023: 13.5%), with a long-term
growth rate of 2% (2023: 5%) and a terminal value assumed. Accordingly, an impairment charge of $264,987 was
recognised for the year ended 30 June 2024 (2023: nil).
Consolidated ($)
2024
2023
Rental bond
49,736
37,854
Term Deposit
168,444
170,329
218,180
208,183
Consolidated ($)
Financial liabilities at amortised cost
2024
2023
Current
Trade payables - unsecured
548,500
1,033,511
Other payables - unsecured
13,498
719,720
Accrued expenses
185,507
643,158
747,505
2,396,389
Non-financial liabilities
Payroll liabilities
468,064
GST/VAT payable
140,091
608,155
-
1,355,660
2,396,389
Notes to the consolidated Financial
Statements (continued)
©2024
59
Note 13. Lease liabilities
Consolidated ($)
2024
2023
Opening balance
1,006,626
1,474,757
Current lease liabilities
503,246
498,024
Non-current lease liabilities
503,380
976,733
Leases entered into
Principal lease repayments
(341,280)
(561,585)
Interest expense of lease
37,024
83,094
Translation of foreign operations
(37,021)
10,357
Total lease liabilities
665,346
1,006,623
Balance as at 30 June
665,346
1,006,623
Current lease liabilities
533,807
503,246
Non-current lease liabilities
131,539
503,380
Payments made for low-value leases
12,393
2,027
Accounting policy
Leases are recognised as a right-of-use asset and a corresponding lease liability at the lease commencement date,
when the asset becomes available for use. The lease liability is initially measured at the present value of lease payments
over the lease term, discounted using the interest rate implicit in the lease or the Group’s incremental borrowing rate if
the implicit rate is not readily determinable. Lease payments include fixed payments, less any lease incentives, variable
payments linked to an index or rate, amounts expected under residual value guarantees, purchase option exercise prices
if reasonably certain, and anticipated termination penalties. Variable lease payments not linked to an index or rate are
expensed as incurred.
Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over
the lease term to maintain a constant periodic rate of interest on the remaining balance of the liability. The right-of-use
asset is depreciated on a straight-line basis over the shorter of the asset’s useful life or the lease term, unless ownership
transfers to us by the end of the lease term or the right-of-use asset’s cost reflects that we will exercise a purchase
option. In such cases, the asset is depreciated over its useful life.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in future lease payments due to an index or rate change, residual guarantee, lease term,
certainty of a purchase option, or 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 right-of-use asset is fully written down.
The Group has elected not to recognise a lease liability for short-term leases (terms of 12 months or less) and leases of
low-value assets. Lease payments for these assets are expensed to profit or loss as incurred.
Notes to the consolidated Financial
Statements (continued)
©2024
60
Note 14. Provisions
Note 15. Earnings per share
Consolidated ($)
2024
2023
Current
377,168
560,551
Annual leave
283,149
480,671
Long service leave
94,019
79,880
Non-current
143,998
150,006
Make good provision
68,627
62,941
Long service leave
75,371
87,065
Movements in provisions other than employee benefits are as follows:
Make good provisions
Balance at 1 July 2022
57,920
Increase to present value
5,021
Used during the year
-
Balance at 30 June 2023
62,941
Increase to present value
5,686
Used during the year
-
Balance at 30 June 2024
68,627
Consolidated ($)
Earnings used for calculation of basic and diluted earnings per share
2024
2023
Loss from operations - basic earnings per share
(1,904,553)
(340,875)
Loss from operations - diluted earnings per share
(1,904,553)
(340,875)
Weighted average number of shares
Weighted average number of ordinary shares for basic earnings per share (number)
328,343,439
328,343,439
Adjustment for dilutive elements (share rights)
6,000,000
-
Weighted average number of ordinary shares for diluted earnings per share
(number)
334,343,439
328,343,439
Basic loss per share (cents/share)
(0.58)
(0.10)
Diluted loss per share (cents/share)
(0.57)
(0.10)
No shares were issued during the year (FY23 - none) under the Jcurve Long Term Incentive Plan.
Notes to the consolidated Financial
Statements (continued)
©2024
61
Note 16. Dividends
Consolidated ($)
2024
2023
Dividends declared (not recognised as a liability at year end)
Final fully franked dividend for FY24: 0.00c per share (FY23: 0.175c)
-
574,601
-
574,601
The tax rate at which dividends paid have been franked is 25%.
Franking credit balance
Franking credits available for subsequent financial years based on a tax rate of 25% (FY23: 25%)
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
(a) franking credits that will arise from the payment of the current tax liability;
(b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and
( c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
Consolidated ($)
2024
2023
Ordinary shares issued and fully paid (i)
17,380,969
17,380,969
Unissued shares
205,357
205,357
(i) Fully paid ordinary shares carry one vote per share and carry the right to dividends
17,586,326
17,586,326
(a) Movement in ordinary shares capital
No.
$
Ordinary shares on issue at 1 July 2022
328,343,439
17,380,969
Ordinary shares issued during the year
-
-
Ordinary shares on issue at 30 June 2023
328,343,439
17,380,969
Ordinary shares issued during the year
-
-
Ordinary shares on issue at 30 June 2024
328,343,439
17,380,969
Note 17. Share Capital
Notes to the consolidated Financial
Statements (continued)
©2024
62
Note 17. Share Capital (continued)
Note 18. Share-based payments
(b) Ordinary shares
All ordinary shares issued as at 30 June 2024 and 2023 are fully paid. Ordinary shares entitle the holder to participate
in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the
shares held. Every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote per share.
Ordinary shares have no par value and the company has an unlimited amount of authorised capital. Subject to legislative
requirements, the directors control the issue of shares in the company.
( c) Ordinary shares
No share options are outstanding as at 30 June 2024.
(d) Share rights
Please refer to note 18
(e) Capital Management
When managing capital (equity), the board’s objectives are to ensure the Group continues as a going concern as well as
to maintain optimal returns to shareholders and benefits for other stakeholders. The board adjusts the capital structure
as necessary to take advantage of favourable costs of capital or high returns on assets. As the market is constantly
changing, the board may change the amount of dividends to be paid to shareholders, return capital to shareholders, issue
new shares or reduce debt that may be incurred to acquire assets.
During FY24, the Board paid no dividends (FY23: $574,601). The Board has carefully reviewed the current market conditions
and the Group’s funding requirements. As a result of this review, the Board has determined that it will not declare dividends
in the foreseeable future. This decision is aligned with our strategic focus on reinvesting earnings to support the long-
term growth and sustainability of the business.
The Group is not subject to any externally imposed capital requirements
Shares Issued under Equity Incentive Plan
The Employee Incentive Plan was approved by shareholders at the Annual General Meeting held on 22 November 2023.
The plan allows for the issuance of up to a maximum of 38,000,000 securities, comprising up to 18,000,000 securities for
the Chief Executive Officer and up to 20,000,000 securities for future general allocation under the Incentive Plan.
When managing capital (equity), the board’s objectives are to ensure the Group continues as a going concern as well as
to maintain optimal returns to shareholders and benefits for other stakeholders. The board adjusts the capital structure
as necessary to take advantage of favourable costs of capital or high returns on assets. As the market is constantly
changing, the board may change the amount of dividends to be paid to shareholders, return capital to shareholders, issue
new shares or reduce debt that may be incurred to acquire assets.
CEO Securities
On 12 July 2023, the Company announced the appointment of Mr. Christopher King as Chief Executive Officer (CEO),
effective 14 August 2023. As part of his remuneration package, it was agreed to issue Mr. King 18,000,000 share rights
consisting of 12,000,000 performance rights and 6,000,000 service rights, subject to shareholder approval at the Annual
General Meeting held on 22 November 2022 which was duly received. These share rights have been accounted for as
equity-settled share-based payments. The fair value of the awards granted is recognised as an expense over the vesting
period.
Notes to the consolidated Financial
Statements (continued)
©2024
63
Note 18. Share-based payments (continued)
Notes to the consolidated Financial
Statements (continued)
Fair value
per right
$
Share rights
No.
Balance at 30 June 2022
-
3,600,000
Issued during the year
-
-
Movement during the year
0.0076
(3,600,000)
Balance at 30 June 2023
-
-
Issued during the year
0.0116
18,000,000
Movement during the year
-
-
Balance at 30 June 2024
-
18,000,000
Consolidated ($)
2024
2023
Share based payments reserve at the start of
the financial year
-
7,783
Employee benefits expense/(income) in relation
to service/performance rights
55,966
(7,783)
Movement in deferred tax related to performance rights
-
-
Share based payments reserve at 30 June
55,966
-
Fair value and assumptions of share rights awarded
Fair value at grant date
0.033c - 0.034c
n/a
Share price per share
0.034c
n/a
Exercise price
-
n/a
Expected volatility
65.00%
n/a
Option life
1 - 3.5 years
n/a
Dividend yield
0%
n/a
Risk- free interest rate
4.19%
n/a
The fair value of services received in return for share rights granted is measured by reference to the fair value of the share
rights granted.
The estimate of the fair value of the services received is measured using the Black-Scholes Model.
©2024
64
Note 19. Remuneration of auditor
Notes to the consolidated Financial
Statements (continued)
Consolidated ($)
2024
2023
Audit and other assurance services
Audit and review of financial statements
Previous Auditor
Group (Grant Thornton Audit Pty Ltd)
56,750
127,533
Controlled entities
(network firms of Grant Thornton Audit Pty Ltd)
8,115
7,976
Current Auditor
Group (LNP Audit and Assurance Pty Ltd)
118,000
-
Total services provided by Group auditor
182,865
135,509
Other auditors and their related network firms
Audit and review of financial statements
Controlled entities
15,788
12,648
Total services provided by other auditor
15,788
12,648
The auditor of Jcurve Solutions Limited (the Group) for the period ending 30 June 2023 was Grant Thornton Audit Pty Ltd.
The auditor of the Group for the period ending 30 June 2024 was LNP Audit and Assurance Pty Ltd.
The following fees were paid or payable to the auditor for audit and non-audit services:
©2024
65
Notes to the consolidated Financial
Statements (continued)
(1) Subsidiaries
The consolidated financial statements include the financial statements of Jcurve Solutions Limited and the
subsidiaries listed in the following table.
Basis of Consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group is exposed to or has rights to variable
returns from its involvement with the investee and can influence those returns through its power to direct the investee’s
relevant activities. Subsidiaries are included in the consolidated financial statements from the date control commences
until the date control ceases.
Non-controlling interests in the acquiree may be measured either at fair value or at the non-controlling shareholders’
proportion of the net identifiable assets and liabilities assumed, on an acquisition-by-acquisition basis.
Eliminations on consolidation
Intra-group balances and transactions, including unrealised gains or losses, are eliminated in the consolidated financial
statements. Unrealised gains from transactions with associates and joint ventures are eliminated to the extent of the
Group’s interest. Unrealised losses from such transactions are also eliminated unless there is evidence of impairment.
Note 20. Related party transactions
Country of
Incorporation
% Equity Interest
2024
2023
Jcurve Business Software Pty Ltd
Australia
100%
100%
Fleet Manager Pty Ltd
Australia
100%
100%
Phoneware Pty Ltd
Australia
100%
100%
Interfleet Pty Ltd
Australia
100%
100%
The Full Circle Group Pty Ltd
Australia
100%
100%
JCS Tech Solutions Pty Ltd
Australia
100%
100%
Jcurve Solutions Asia Pte Ltd
Singapore
100%
100%
Jcurve Mobile Services Pty Ltd
Australia
100%
100%
Jcurve Solutions Philippines Inc
the Philippines
100%
100%
Riyo Tech Solutions Pte Ltd
Singapore
100%
100%
Sumptuous Tech Holdings Pte Ltd
Singapore
100%
100%
©2024
66
(2) Director and Key Management Personnel Compensation
Key management personnel compensation is set out below.
Consolidated ($)
2024
2023
Short-term employee benefits
(including change in current employment provisions)
1,388,669
1,503,142
Share-based compensation
(long-term employee benefits)
55,966
6,977
Change in non-current employment provisions
(long-term employee benefits)
(13,104)
15,065
Post-employment benefits
81,789
122,089
Total Compensation
1,513,320
1,647,273
Notes to the consolidated Financial
Statements (continued)
Note 20. Related party transactions (continued)
Transactions with key management personnel
There were no transactions during FY24 or FY23 with key management personnel or their personally related entities other
than compensation and transactions in relation to shares and performance rights as discussed in this report (refer to
Note 18).
The following table shows the rights granted and outstanding at the beginning and end of the reporting period in relation
to key management personnel:
Fair value
per right
$
Share rights
No.
Balance at 30 June 2022
-
3,600,000
Issued during the year
-
-
Movement during the year
0.0076
(3,600,000)
Balance at 30 June 2023
-
-
Issued during the year
0.0116
18,000,000
Movement during the year
-
-
Balance at 30 June 2024
-
18,000,000
©2024
67
Notes to the consolidated Financial
Statements (continued)
Note 21. Financial risk management
The Group’s business activities exposes it to various financial risks, including market risk (foreign exchange, price, and
interest rate risk), credit risk, and liquidity risk. The Group’s risk management program focuses on minimising potential
adverse effects on financial performance due to market unpredictability. The Group does not use derivative financial
instruments but employs sensitivity analysis for interest rate and foreign exchange risks, and aging analysis for credit risk.
Risk management is conducted by the CFO under policies approved by the board of directors, with close cooperation from
senior management to identify, evaluate, and mitigate financial risks.
All financial assets, except cash and cash equivalents, are classified as loans and receivables at amortised cost. All
financial liabilities are recorded at amortised cost.
(a) Market Risk
(i) Foreign exchange risk
Foreign exchange risk arises for us when future commercial transactions and recognised assets and liabilities
are denominated in a currency other than the Australian dollar. The Group earns income in United States Dollar
(“USD”).
At 30 June 2024 if the foreign exchange rates had changed, as illustrated in the table below, with all other
variables remaining constant, other comprehensive income and equity would have been affected as follows:
The following significant exchange rates were used for the conversion of foreign operations on consolidation
balances at year-end:
Consolidated ($)
Australian Dollar amount
2024
2023
USD
USD
Trade and other receivables
189,149
409,968
Cash and cash equivalents
89,727
272,312
Trade and other payables
-
13,836
Gross balance sheet exposure
278,876
696,116
USD
2024
2023
Average rate
1.3936
1.4475
Closing rate
1.5183
1.4877
©2024
68
Notes to the consolidated Financial
Statements (continued)
Note 21. Financial risk management (continued)
(a) Market Risk (continued)
(i) Foreign exchange risk (continued)
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.
Sensitivity analysis
A 1% strengthening/weakening in the Australian Dollar against the following currencies at reporting date would
have increased/(decreased) profit or loss and equity by the amounts shown below.
This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is
performed on the same basis for 2023.
The movement in other currencies are not material to us and consequently are not elaborated on any further.
(ii) Price risk
The Group is not exposed to equity securities or commodity price risk.
(iii) Interest rate risk
The Group’s exposure to cash flow interest rate risk arises mainly from cash and cash equivalents bearing variable
interest rates. The Group’s surplus cash position fluctuates regularly, and most funds are kept in at-call accounts
due to ongoing liquidity needs. It’s borrowings are not material, and lease liabilities are fixed rate instruments, not
exposing us to fair value interest rate risk. At balance date, the Group maintained the following variable
rate accounts:
Profit or loss and
equity Strengthening
$
Profit or loss and
equity Weakening
$
30 June 2023
United States Dollar
6,961
(6,961)
30 June 2024
United States Dollar
2,789
(2,789)
©2024
69
Notes to the consolidated Financial
Statements (continued)
Note 21. Financial risk management (continued)
(b) Credit risk
Credit risk arises from our financial assets, including cash and cash equivalents, contract assets, and trade, finance
lease, and other receivables. The Group’s exposure to credit risk stems from potential counterparty default, with a
maximum exposure equal to the carrying amount of these instruments. The Group does not use credit derivatives
to offset this risk. Policies are in place to ensure that sales are made to customers with an appropriate credit history,
and collateral is not typically obtained. The Group sets and regularly monitors risk limits for each customer in
accordance with board-approved parameters.
Specific information as to the Group’s credit risk exposures is as follows:
•
Cash and cash equivalents are maintained at a large financial institution with high credit ratings.
•
During the FY24 year, the Group received significant commissions from NetSuite, which constitutes a substantial
portion of our revenue and cash receipts. Refer to note 3 for further information.
•
At 30 June 2024 the Group’s largest customer and material debtor accounted for more than 10% of the
total balance. The ten largest debtors comprised approximately 41% of total debtors (FY23: 60%). These debtors
are primarily from the private sector, reflecting our customer base in the software industry.
•
Customers typically lack independent credit ratings. The Group evaluates customer credit quality based on
financial position, historical data, and other relevant factors. Risk limits are set individually, guided by internal
assessments and market intelligence, within board-approved parameters. The credit management department
regularly ensures compliance with these limits. Upfront payment is generally sought for all revenue streams;
however, it is mandatory before the commencement of system implementation for new clients.
•
Management believes the credit quality of the Group’s customer base is high based on the very low level of bad
debt write-offs experienced historically. In FY24 total bad debt write-offs as a percent of the trade receivables
carrying amount as at 30 June 2024 was 0.00% (FY23: 0.04%).
Please refer to note 7 for a breakdown of the debtors age analysis.
Consolidated ($)
Weighted average interest rate
2024
2023
Cash and cash equivalents
1.47%
0.68%
Deposits at call
4.63%
2.25%
Balance
Cash and cash equivalents
1,596,275
4,265,288
Deposits at call
168,444
170,329
(a) Market Risk (continued)
(iii) Interest rate risk (continued)
©2024
70
Notes to the consolidated Financial
Statements (continued)
Note 21. Financial risk management (continued)
(c ) Liquidity risk
Prudent liquidity risk management involves maintaining sufficient cash and access to committed credit facilities. The
Group ensures flexibility in funding by keeping committed credit lines available. Liquidity risk is managed by monitoring
cash flows and maintaining adequate cash and unused borrowing facilities.
At reporting date the Group had used none (FY23: $ Nil) of the working capital facility and had access to an undrawn
working capital facility of $500,000 at the reporting date.
Maturity of financial liabilities
The table below categorises the Group’s financial liabilities into relevant maturity groups based on their contractual
maturities, calculated as their undiscounted cash flows. All the financial liabilities are non-derivative and measured at
amortised cost.
The carrying amounts of financial assets (net of any provision for impairment) and current financial liabilities approximate
fair value primarily because of their short maturities. The carrying amount of the non-current receivables approximates fair
value because the interest rate applicable to the receivables approximates current market rates.
Less than 1 year
$
Between 1 and 2
years
$
Total contractual
cash flows
$
Carrying
amount
$
At 30 June 2023
Trade and other payables
2,396,389
-
2,396,389
2,396,389
Contract Liabilities
3,210,303
298,382
-
3,508,685
Lease liabilities
503,246
503,380
1,301,574
1,006,626
Total
6,109,938
801,762
3,697,963
6,911,700
At 30 June 2024
Trade and other payables
747,505
-
747,505
747,505
Contract Liabilities
1,864,188
240,931
-
2,105,119
Lease liabilities
553,344
147,186
700,530
665,346
Total
3,165,037
388,117
1,448,035
3,517,970
©2024
71
Notes to the consolidated Financial
Statements (continued)
Note 22. Contingent liabilities and commitments
The group does not have any contingent liabilities or commitments at 30 June 2024 (2023: Nil )
Note 23. Parent entity financial information
$
Financial Position
2024
2023
Assets
Current Assets
2,439,061
40,097,589
Non-current assets
2,630,737
4,493,833
Total assets
5,069,798
44,591,422
Liabilities
Current liabilities
Non-current liabilities
8,572,733
71,870
43,691,159
470,785
Total liabilities
8,644,603
44,161,944
Net assets
(3,574,805)
429,478
Equity
Share capital
17,586,326
17,586,326
Reserves
(18,887,589)
(18,887,589)
Accumulated losses
(2,273,542)
1,731,011
Total equity
(3,574,805)
429,748
Financial performance
Year ended
30 June 2024
Year ended
30 June 2023
Net loss for the year
(4,004,553)
(4,578,916)
The Group has early adopted AASB 18, Presentation and Disclosure in Financial Statements, issued by the Australian
Accounting Standards Board in June 2024. The standard is effective for annual periods beginning on or after 1 January
2027, but the Group has elected to apply it from 30 June 2024. The Group has applied the standard retrospectively, as
required by AASB 108, Accounting Policies, Changes in Accounting Estimates and Errors. The retrospective application has
involved the following adjustments and restatements:
1) Reclassification of Income and Expenses:
-
Income and expenses have been reclassified into the newly defined categories of operating, investing, and
financing activities as required by AASB 18. This reclassification provides a clearer distinction between the core
operating results and other financial activities of the Group.
-
Subtotals such as operating profit and profit before income and taxes have been introduced to enhance the
analytical usefulness of the income statement.
Note 24. Impact of Early Adoption of AASB 18
©2024
72
Notes to the consolidated Financial
Statements (continued)
Note 24. Impact of Early Adoption of AASB 18 (continued)
2) Restatement of Prior Period:
-
The comparative between for the previous financial year ended 30 June 2023 have been restated to reflect the
new presentation and disclosure requirements under AASB 18. This ensures comparability between periods and
adherence to the standard’s requirements. The impact of these restatements is summarised below:
Description
As Reported (Prior Period)
$
Adjustment
$
As Restated (Current period)
$
Revenue
16,397,138
-
16,397,138
Cost of goods sold
(2,113,276)
-
(2,113,276)
Gross profit
-
-
14,283,862
Other income
89,576
(89,576)
-
Employee benefits expenses
(8,519,157)
8,519,157
-
Other employee related expenses
(551,219)
551,219
-
IT and communications expenses
(688,704)
688,704
-
Advertising and marketing expenses
(306,046)
306,046
-
Professional fees
(1,773,830)
1,773,830
-
Occupancy expenses
(2,027)
2,027
-
Travel expenses
(263,929)
263,929
-
Bad debt expenses
(79,928)
79,928
-
Finance expense
(53,624)
53,624
-
Due diligence costs
(100,810)
100,810
-
Other expenses
(485,262)
485,262
-
Sales and marketing
-
(306,046)
(306,046)
General and administration
-
(11,724,902)
(11,724,902)
Product design and development
-
(675,073)
(675,073)
Operating profit before depreciation,
amortisation and impairment expenses
-
28,939
1,577,841
Depreciation and amortisation expenses
(1,258,168)
-
(1,258,168)
Operating profit
-
28,939
319,673
Interest income from cash and cash equivalents
-
24,685
24,685
Profit before financing and income tax expense
-
53,624
344,358
Finance expense
(53,624)
53,624
-
Finance expenses on borrowings and finance
-
(53,624)
(53,624)
Profit before income tax expense
290,734
-
290,734
Net Income
(340,875)
-
(340,875)
©2024
73
Notes to the consolidated Financial
Statements (continued)
Note 25. Events after the reporting date
3) Disclosure of Management Performance Measures:
-
Additional disclosures have been included regarding management-defined performance measures (MPMs).
These measures reflect the management’s view of the Group’s performance and are reconciled to the most
directly comparable subtotals specified in AASB 18.
-
The MPMs are disclosed in Note 2, including an explanation of why they are used, how they are calculated, and
their reconciliation to the statement of profit or loss subtotals.
On 14 August 2024, 2,000,000 CEO Service Rights were converted into fully paid ordinary shares of the company in
accordance with the vesting conditions set forth from the date of commencement.
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.
During the year, the Group disposed of an immaterial part of its business, Dygic, which was based in the Philippines and
specialised in digital marketing, for Php 35. The revenue for Dygic was $395,815 (2023: $673,892) with a profit of $25,342
(2023: loss of $145,489).
Note 26. Discontinued operations
Note 24. Impact of Early Adoption of AASB 18 (continued)
©2024
74
Country of
Incorporation
% Equity Interest
Tax
residency
Jun-24
Jun-23
Jcurve Solutions Ltd
Australia
100%
100%
Australia
Jcurve Business Software Pty Ltd
Australia
100%
100%
Australia
Fleet Manager Pty Ltd
Australia
100%
100%
Australia
Phoneware Pty Ltd
Australia
100%
100%
Australia
Interfleet Pty Ltd
Australia
100%
100%
Australia
The Full Circle Group Pty Ltd
Australia
100%
100%
Australia
JCS Tech Solutions Pty Ltd
Australia
100%
100%
Australia
Jcurve Solutions Asia Pte Ltd
Singapore
100%
100%
Singapore
Jcurve Mobile Services Pty Ltd
Australia
100%
100%
Australia
Jcurve Solutions Philippines Inc
The Philippines
100%
100%
The Philippines
Riyo Tech Solutions Pte Ltd
Singapore
100%
100%
Singapore
Sumptuous Tech Holdings Pte Ltd
Singapore
100%
100%
Singapore
Jcurve Solutions Thailand Co Ltd
Thailand
100%
100%
Thailand
Consolidated Entity Disclosure
Statement
As at 30 June 2024
©2024
75
Directors Declaration
In the directors’ opinion:
-
The attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
The attached financial statements and notes comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board as described in note 2 to the financial statements;
-
The attached financial statements and notes give a true and fair view of the Group’s financial position as at 30
June 2024 and of its performance for the financial year ended on that date;
-
There are reasonable grounds to believe that the company will be able to pay its debts as and when they become
due and payable; and
-
The information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Mark Jobling
Chair
30 August 2024
Sydney
©2024
76
Independent Auditor’s Report
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF JCURVE SOLUTIONS LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
Opinion
We have audited the financial report of Jcurve Solutions Limited (the “Company”) and its controlled entities (the
“Group”), which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated
statement of comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including material
accounting policy information, the consolidated entity disclosure statement 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 consolidated financial position as at 30 June 2024 and of its
financial performance for the year then ended; 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 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.
Key Audit Matters
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 year. This matter was addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon. We do not provide a separate opinion on this matter.
For the matter below, our description of how our audit addressed the matter is provided in that context.
ABN 65 155 188 837
L8 309 Kent Street Sydney NSW 2000
L24 570 Bourke Street Melbourne VIC 3000
L14 167 Eagle Street Brisbane QLD 4000
L28 140 St Georges Terrace Perth WA 6000
1300 551 266
www.lnpaudit.com
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Key Audit Matter
How our audit addressed the matter
Revenue recognition
The Group recognised revenue of $12,738,932 in the
consolidated statement of profit or loss and other
comprehensive income during the year ended 30
June 2024. In addition, contract assets of $207,887
representing rights to payment conditional on
further performance and contract liabilities of
$2,105,119 representing unsatisfied performance
obligations were also recognised in the consolidated
statement of financial position as of that date.
The
Group’s
revenue
comprises
fees
and
commissions derived across a number of revenue
streams from the sale and implementation of
software and the provision of support services.
We determined revenue recognition to be a key
audit matter due to the following:
• The balances are material to the Group and there
are risks associated with management
judgements relating to the identification of
contracts and performance obligations,
allocation of the transaction price and the timing
of revenue recognition based on the nature of
products sold or services provided; and
• Revenue recognition is a presumed fraud risk
under Australian Auditing Standards.
Our procedures included, amongst others:
• Assessment of the revenue recognition policies
for appropriateness and compliance with AASB
15 Revenue from Contracts with Customers,
including reviewing their consistency with the
prior periods;
• Testing of a sample of revenue transactions to
supporting documentation to assess whether
recognition criteria was met for each revenue
stream;
• Assessment of the identification of performance
obligations and evaluating the timing of revenue
recognition for a sample of contracts;
• Testing a sample of contract asset and contract
liability balances by assessing assumptions used
to estimate costs to complete and evaluating the
timing of revenue recognition based on expected
completion dates; and
• Assessment of the adequacy of revenue
disclosures in the financial statements.
Other information
The Directors are responsible for the other information included in the annual report for the year ended 30 June
2024 which does not include the financial report and the 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 upon 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 (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
Independent Auditor’s Report
(continued)
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78
for such internal control as the Directors determine is necessary to enable the preparation of:
o
the financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view and is free from material misstatement, whether due to fraud or error; and
o
the consolidated entity disclosure statement that is true and correct 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 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 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.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Directors.
•
Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events and
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report
to the disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
•
Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within the Group to express an opinion on the
Group financial report. We are responsible for the direction, supervision and review of the audit work
performed for the purposes of the Group audit. We remain solely responsible for our audit opinion.
Independent Auditor’s Report
(continued)
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We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated to the Directors, we determine those matters that were of most significance
in the audit of the financial report of the current year and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 14 to 25 of the Directors' Report for the year ended
30 June 2024.
In our opinion, the Remuneration Report of Jcurve Solutions Limited for the year ended 30 June 20xx, 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.
LNP Audit and Assurance Pty Ltd
David Sinclair
Director
Sydney
30 August 2024
Independent Auditor’s Report
(continued)
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Shareholder Information
Category
Holders
Units
Units as % of
issued capital
1 - 1,000
73
7,419
0,00%
1,001 - 5,000
13
38,666
0,01%
5,001 - 10,000
47
415,719
0,13%
10,001 - 100,000
151
6,198,510
1,89%
100,001 - and over
131
321,683,125
97,97%
Total
415
328,343,439
100,00%
There are 190 shareholders that hold less than a marketable parcel as at 7 August 2024 with the share price at $0.022.
(b) Substantial Shareholders
The names of the substantial shareholders listed in the Group’s register as at 30 June 2024 and 7 August 2024 are
outlined below, based on the shareholders last lodged Substantial Shareholder notice:
(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
The name of the company secretary is David Franks
30 June 2024
7 August 2024
Number of
ordinary shares
held
% held of
ordinary share
capital
Number of
ordinary shares
held
% held of
ordinare share
capital
Graham Baillie
83,124,215
25,35%
83,214,215
25,35%
Philip Ewart
64,806,294
19,74%
64,806.294
19,74%
Mark Jobling
50,704,301
15,74%
50,704,301
15,74%
Jacana Glen Pty Lts
18,534,001
5,60%
18,534,001
5,60%
Unless stated otherwise, information is current as at 7 August 2024
(a) Distribution of ordinary shareholder numbers
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(e) Registered Office
The address of the principal registered office in Australia is:
c/- Automic Pty Ltd
Deutsche Bank Building
Level 5/126 Phillip St, Sydney NSW 2000
Ph. (02) 8072 1400
(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
(g) Top 20 Registered Holders - Ordinary Shares as of 7 August 2024
Name
Number of ordinary shares held
% of ordinary shares held
1 Mr Graham Alexander Baillie & Mrs Darrell Baillie
83,124,215
25.32%
2 Mr Mark Christopher Jobling
48,399,564
14.74%
3 Dr Philip Gordon Wilson Ewart & Mrs Kylie Ewart
38,983,230
11.87%
4 Jacana Glen Pty Ltd
20,650,000
6.29%
5 P Ewart Investments Pty Ltd
16,418,280
5.00%
6 Round Eternal Investments Pty Ltd
6,723,857
2.05%
7 Benger Superannuation Pty Limited
5,891,102
1.79%
8 Mr Gregory Peter Wilson
5,000,000
1.52%
9 Mr David James Franks & Mr Walter George Franks
4,206,174
1.28%
10 Mr Neil Wilson Ewart
4,140,000
1.26%
11 Ms Kylie Lynette Nuske & Mr Matthew James Cook
4,000,000
1.22%
12 Dr Philip Gordon Wilson Ewart
3,905,188
1.19%
13 Mr Charles Byron Orazio Smith
3,785,600
1.15%
14 Dr Ross Stanley Benger
3,466,986
1.06%
15 Emerald Shares Pty Limited
3,375,000
1.03%
16 Mr Steven George Carter & Mrs Gail Maree Carter
3,025,861
0.92%
17 Potentate Investments Pty Ltd
2,798,614
0.85%
18 Tradingworxs Pty Ltd
2,766,515
0.84%
19 Mr Peter Graham Doran & Mrs Barbara Linda Doran
2,571.973
0.78%
20 Mr Andrew John Pettinella
2,160,000
0.66%
Totals
265,392,159
80.83%
Total Issued Capital
328,343,439
100.00%
Shareholder Information (continued)
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(h) Stock Exchange Listing - Ordinary Shares (As of 30 June 2024)
Quotation has been granted for all the ordinary shares of the Company on the Australian Securities Exchange.
(i) Restricted Securities
As at 30 June 2024 and 7 August 2024 there are no restricted security classes recorded in the Company’s share register.
(j) Unquoted Securities
As at 30 June 2024 and 7 August 2024, there are the following unquoted securities:
All of the following securities are held by one holder, being Mr Christopher King as CEO Incentive Securities:
CEO Share Price Performance
Granting of 12,000,000 rights (“CEO Share Price Performance Rights”) at an exercise price of 0.0 cents per right
with each right to convert into one fully paid ordinary share in the Company upon meeting of the relevant
performance condition.
Performance condition of the rights:
1)
if the Volume Weighted Average Price for any 30-day (continuous) period during the period to 30 June 2026
equals or exceeds 10.0 cents, then 2,500,000 rights vest.
2) if the Volume Weighted Average Price for any 30-day (continuous) period during the period to 31 December 2026
equals or exceeds 10.0 cents, then 2,500,000 rights vest.
3) if the Volume Weighted Average Price for any 30-day (continuous) period during the period to 30 June 2027 equals
or exceeds 11.0 cents, then 1,000,000 rights vest.
4) if the Volume Weighted Average Price for any 30-day (continuous) period during the period to 30 June 2027 equals
or exceeds 12.0 cents, then 1,000,000 rights vest.
5) if the Volume Weighted Average Price for any 30-day (continuous) period during the period to 30 June 2027 equals
or exceeds 13.0 cents, then 1,000,000 rights vest.
6) if the Volume Weighted Average Price for any 30-day (continuous) period during the period to 30 June 2027 equals
or exceeds 14.0 cents, then 1,000,000 rights vest.
7)
if the Volume Weighted Average Price for any 30-day (continuous) period during the period to 30 June 2027 equals
or exceeds 15.0 cents, then 3,000,000 rights vest.
Each of the share price hurdles is a ‘cliff face’ hurdle, with no intermediate share price hurdles. If the vesting condition is
not met, the rights automatically lapse.
If the CEO leaves employment for any reason, the remaining rights will lapse, unless the Board determines otherwise
depending on the circumstances of the termination.
Shareholder Information (continued)
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(j) Unquoted Securities (continued)
CEO Service Rights
Granting of 6,000,000 rights (“CEO Service Rights”) at an exercise price of 0.0 cents per right with each right to convert
into one fully paid ordinary share in the Company upon meeting the Vesting Conditions, namely:
(i) Continuous employment from the date of commencement to the first anniversary of commencement, 2,000,000
rights will vest.
(ii) Continuous employment from the date of commencement to the second anniversary of commencement,
2,000,000 rights will vest.
(iii) Continuous employment from the date of commencement to the third anniversary of commencement, 2,000,000
rights will vest.
(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 Thursday 21
November 2024 at 11.00am (AEDT). Further details will be confirmed closer to the AGM.
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 Thursday 10 October 2024.
Shareholder Information (continued)
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Directors
Mr Mark Jobling
Mr Robert Wright
Mr Graham Baillie
Mr Martin Green
Company Secretary
Mr David Franks (Automic Pty Ltd)
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
Principal place of business in Australia
Level 8, 9 Help Street
Chatswood
New South Wales 2067
Share Register
The registers of securities are held at the following address:
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
Auditor for JCurve Solutions Limited
LNP Audit and Assurance Pty Ltd
Level 8
309 Kent Street
Sydney NSW 2000
Securities Exchange Listing
Australian Securities Exchange
ASX Code: JCS
Corporate Information
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Corporate Information(continued)
Website Address
www.jcurvesolutions.com
Key Dates
Annual general meeting currently scheduled for 21 November 2024.
Australia
T. (+61) 2 9037 7200
E. info@jcurvesolutions.com
A. 8/9 Help St, Chatswood NSW 2067
jcurvesolutions.com