Communications Systems, Inc.
Annual Report 2024

Plain-text annual report

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 3 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 ©2024 4 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 ©2024 5 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. ©2024 6 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 7 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 8 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 9 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 10 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 11 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 12 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 13 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 14 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 15 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) ©2024 16 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 17 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 18 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 ©2024 77 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) ©2024 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) ©2024 79 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) ©2024 80 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 ©2024 81 (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) ©2024 82 (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) ©2024 83 (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) ©2024 84 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 ©2024 85 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