(formerly Star Striker Limited)
ABN 71 098 238 585
ANNUAL FINANCIAL REPORT
for the year ended 30 June 2017
CONTENTS
CORPORATE INFORMATION
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
CORPORATE GOVERNANCE STATEMENT
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
NOTES TO THE FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INTIGER GROUP LIMITED
ASX ADDITIONAL INFORMATION
Page
1
2
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13
14
15
16
17
18
43
44
49
INTIGER GROUP LIMITED (formerly Star Striker Limited)
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
CORPORATE INFORMATION
DIRECTORS
Mr M Fisher (Executive Director)
REGISTERED OFFICE
Level 2, 330 Churchill Avenue
Mr P Canion (Non-Executive Chairman)
Subiaco WA 6008
Mr T Chong (Non-Executive Director)
COMPANY SECRETARY
Mr S Cheema
PRINCIPAL PLACE OF BUSINESS
Level 2, 330 Churchill Avenue
Subiaco WA 6008
AUDITORS
HLB Mann Judd (Vic Partnership)
Level 9, 575 Bourke Street
Melbourne VIC 3000
SOLICITORS
Lavan
1 William Street
Perth WA 6000
SHARE REGISTRY
Automic
50 Holt Street
Surry Hills NSW 2010
INTERNET ADDRESS
www.intigergrouplimited.com.au
ASX CODES
Shares IAM
Options
IAMOA
COUNTRY OF INCORPORATION AND DOMICILE
Australia
INTIGER GROUP LIMITED (formerly Star Striker Limited)
1
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ REPORT (continued)
Your directors submit the annual financial report together with the consolidated financial statements of Intiger Group
Limited (formerly Star Striker Limited) (“the Company”) which include the financial statements of the Group. The Group
comprises the Company and the entities it controlled during the year ended and as at 30 June 2017. In order to comply
with the provisions of the Corporations Act 2001, the directors report as follows:
Directors
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 this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
Mark Fisher, (Executive Director) Appointed 17 August 2016
Mark is the founder and proprietor of the Intiger Group.
For the last twenty years Mark has worked globally in senior executive roles for the world’s most respected Tier 1
investment, retail and commercial banking and management consulting firms, including Barclays International Retail and
Commercial Bank, Lloyds of London, HSBC Merchant and Capital Markets, GE Capital Bank Europe, Barclays Capital
Investment Bank, Nationwide Bank UK, Navigant Consulting Europe, Cembra Money Bank Switzerland and Budapest
Bank Hungary.
Specialising in large scale global change programs, offshore processing, cost reduction strategies and institutional
restructuring, Mark has lived and worked in a variety of global locations including the US, UK, Switzerland, Nigeria, Spain,
France, Portugal, Italy, France, Ecuador, Colombia, India, Philippines, Latvia, Romania, Poland and Hungary.
In 1999 Mark was Program Lead under Jack Welch at GE Capital Bank USA. At the time, Mr Welch made one of the first
attempts by any Western commercial institution to transfer white good/administrative processes offshore.
As recent Head of Strategy and Change for the Royal Bank of Scotland S&P, Mark oversaw its strategic positioning
inclusive cost reduction and efficiency gains via captured Indian offshore processing platforms.
Patrick Canion, (Non-Executive Chairman) Appointed 17 August 2016
Patrick has over 30 years’ experience in financial services and is nationally recognised in the media and financial services
for his leadership and innovation in financial planning. He is a Certified Financial Planner and holds a Masters of Applied
Finance and Investment. He is also a Fellow of the Financial Services Institute of Western Australia and a Graduate
member of the Australian Institute of Company Directors.
Patrick is a member of the Financial Planning Association and was recently presented with their Distinguished Service
Award. Patrick is also a former director of the Financial Planning Association Ltd and past-President of the Western
Australian Club Inc. Currently his directorships include being a director/trustee of the Future 2 Foundation Ltd and director
of Pajoda Investments Pty Ltd trading as ipac Western Australia.
Tony Chong, (Non-Executive Director) Appointed 7 August 2017
Tony Chong is the lead partner of Lavan’s Corporate Services Group. In addition to being a lawyer with specialist
knowledge in corporate law and in tax, he brings his extensive knowledge in governance and commercial experience to the
Board, having been a board member and chair of ASX listed private and non-profit companies. He is also a chartered tax
adviser and a fellow of the CPA. He has strong interest in the technology sector and has extensive experience working
and advising on businesses in Asia.
M Walker, (Non-Executive Director) Appointed 1 August 2014, Resigned 7 August 2017
Mr. Walker is a businessman and entrepreneur with extensive experience in the management of public and private
companies, corporate governance and the provision of corporate advice. In a management career spanning three decades,
Mr. Walker has served as executive Chairman or Managing Director for public companies with operations in North
America, South America, Africa, Eastern Europe, Australia and Asia. He is co-founder of technology incubator Alchemy
Venture Capital and Chairman of boutique corporate advisor Cicero Advisory Services.
S Cheema, (Company Secretary) Appointed Director on 31 July 2015, Resigned 17 August 2016, remains as Company Secretary.
Mark Rantall, (Non-Executive Chairman) Appointed 17 August 2016, Resigned 7 April 2017
L King, (Non-Executive Director) – Appointed 2 December 2015, Resigned 17 August 2016
INTIGER GROUP LIMITED (formerly Star Striker Limited)
2
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ REPORT (continued)
Interest in the shares and options of the company
As at the date of this report, the interests of the directors in the shares and options of the Company were:
Number of Performance
Shares
220,000,000 (Class A)
220,000,000 (Class B)
Number of
Ordinary Shares
Number of Listed
Options
Number of
Unlisted Options
-
-
15,000,000
-
-
-
-
-
-
-
105,000,000
-
-
-
20,000,000
17,500,000
-
17,500,000
-
M Fisher
P Canion
T Chong
M Rantall
M Walker
Share options
Unissued shares
As at the date of this report, there were 398,426,625 (2016: 402,682,093) unissued ordinary shares under options. Details
of unissued ordinary shares under options are:
Unissued ordinary shares under options
30 June 2017
Reporting date
Listed options exercisable as follows:
Exercisable at $0.02 and expire 30 June 2020
Exercisable at $0.008 and expire 31 December 2017
Total
140,000,000
271,430,061
411,430,061
140,000,000
258,426,625
398,426,625
Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any
related body corporate or in the interest issue of any other registered scheme.
There have been no unissued shares or interests under option of any controlled entities within the Group during or since
reporting date. For details of options issued to directors and executives as remuneration, refer to the Remuneration
Report. No person entitled to exercise the option had or has any right by virtue of the option to participate in any share
issue of any other body corporate.
Dividends
No dividends have been paid or declared since the start of the year and the directors do not recommend the payment of a
dividend in respect of the year ended 30 June 2017 (30 June 2016: $Nil).
Principal activities
During the year ending 30 June 2017, the Company was re-admitted to official quotation with the ASX through the
lodgement of the re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to
satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities. During the
current period, the Groups principle activity is the digital and offshore processing financial planning sector.
Review of operations
During the full year ending 30 June 2017 the Company successfully completed the following operational and financial
activities:
On 18 August 2016, the Company announced the completion of the acquisition of Intiger Asset Management Pty Ltd and
Associated Entities as below.
Intiger Group Limited (previously ‘Star Striker Limited’) (ASX: IAM) (ACN 098 238 585) (Company) advised that all
conditions precedent to the agreement entered into by the Company to acquire all of the issued capital of each of:
(a) Intiger Asset Management Pty Ltd (ACN 606 729 328) (Intiger);
(b) Intiger Process Enhancement Pty Ltd (ACN 610 159 209);
(c) Intiger Asset Management Limited (a Hong Kong Company), HKCN 2254952;
(d) Tiger 1 Limited (a Hong Kong Company), HKCN: 2258742;
(e) Tiger 2 Limited (a Hong Kong Company), HKCN: 2258743; and
(f) Lion 2 Business Process, Inc. (a Philippines Company), PIN: CS201522320,
as well as indirectly, Integra Asset Management Australia Pty Ltd (ACN 162 734 376), a wholly owned subsidiary of Intiger
(together, the Intiger Group), (Acquisition) have been satisfied and the Company has completed the Acquisition.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
3
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ REPORT (continued)
Consideration
On 29 June 2016, the Company announced that the Public Offer pursuant to the replacement prospectus dated 16 June
2016 (Prospectus) for up to 174,030,549 Shares at an issue price of $0.02 per Share to raise up to $3,480,610.98 (before
costs) had closed fully subscribed. The Prospectus was a re-compliance prospectus for the purposes of satisfying
Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-listing following a change to the nature
and scale of the Company’s activities.
In addition to the Public Offer, the Company issued the following securities on 18 August 2016 as detailed below:
•
•
•
•
500,000,000 Performance Shares (being 250,000,000 Class A Performance Shares and 250,000,000 Class B
Performance Shares) to the vendors of the Intiger Group in consideration for the acquisition of all of the shares in
each of the entities comprising the Intiger Group, pursuant to the Agreement;
50,000,000 Options to Merchant Capital Markets Pty Ltd (or its nominees) in consideration for the introduction of
the Intiger Group to the Company;
50,000,000 Options to the Proposed Directors under the Incentive Option Plan; and
37,500,000 Shares to Mark Fisher as consideration for the extinguishment of debt owed by Intiger Asset
Management Pty Ltd to Mark Fisher.
The capital structure of the Company following completion of the Offers and the Acquisition is summarised below:
Shares
Current issued capital
Issue of Shares pursuant to the Public Offer
Issue of Shares pursuant to the Acquisition
Issue of Debt Conversion Shares
TOTAL
Performance Shares
Current issued capital
Issue of Performance Shares under the Acquisition
TOTAL
Options
Options currently on issue
Issue of Options pursuant to Options Offer
Issue of Options to key management personnel and employees of the Intiger
Group
Issue of Options pursuant to the Acquisition
TOTAL
Full Subscription ($3,480,611)
875,587,815
174,030,549
Nil
37,500,000
1,087,118,364
Full Subscription ($3,480,611)
Nil
500,000,000
500,000,000
Full Subscription ($3,480,611)
302,682,093
50,000,000
50,000,000
Nil
402,682,093
The Company held $2,038,180 in cash as at 30 June 2017, compared to $4,485,911 at 30 June 2016. Fund raising for the
twelve months to 30 June 2017 was $244,016 through exercise of options. The Company has cash resources and liquidity
for the near term but as it looks forward is still reliant on the ongoing support of significant shareholders and directors.
Operating results for the year
The statement of comprehensive income shows a net loss attributable to members of $4,355,292 (2016: loss of $1,072,419).
INTIGER GROUP LIMITED (formerly Star Striker Limited)
4
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ REPORT (continued)
Significant events after the reporting date
On 31 July 2017, Intiger announced the launch of ‘BOOM’, an industry leading Back Office Online Management Portal, to
aggressively reduce the cost & improve the efficiency of core administrative and paraplanning processes for the financial
planning profession. Created in response to overwhelming industry demand fuelled by the crippling time and cost of
compliance, paraplanning and administration that practice owners face, BOOM is designed and developed to deliver
profession-changing cost reductions and profit growth to financial planning practice owners.
Change of Company Name
Following shareholder approvals received at the General Meeting held on 10 June 2016, the Company confirmed the
change of company name to “Intiger Group Limited” as registered with ASIC. Upon being readmitted to quotation on the
ASX the Company’s shares began trading under the new ASX ticker code “IAM”.
Board and Management Changes
Upon completion of the Acquisition, the Company appointed Mr Mark Rantall as Chairman (resigned 7 April 2017), Mr
Patrick Canion as a Non-Executive Director and Mr Mark Fisher as Executive Director. The Company confirmed the
resignation of Mr Sonu Cheema and Mrs Loren King as directors of the Company. Mr Cheema remains in the capacity as
Company Secretary for the Company.
Environmental regulation and performance
The Company’s operations are subject to environmental regulations under Commonwealth and State legislation in
Australia. The Board believes that the Company has adequate systems in place for the management of its environmental
requirements and is not aware of any breach of those environmental requirements as they apply to the Group.
Indemnification and insurance of officers and auditors
During the year, the Company paid a premium in respect of a contract insuring the directors of the Company (as named
above), the company secretary and all executive officers of the Company and of any related body corporate against a
liability incurred as a director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The
contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has
not otherwise, during or since the period, except to the extent permitted by law, indemnified or agreed to indemnify an
officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.
Proceedings on behalf of the Company
No person has applied for leave of 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.
Remuneration report (audited)
This report outlines the remuneration arrangements in place for key management personnel of the Company.
The following persons acted as directors during or since the end of the financial year:
Mr M Rantall
Mr M Fisher
Mr P Canion
Mr T Chong
Mr M Walker
Chairman (non-executive) – resigned 7 April 2017
Director (non-executive) – appointed 17 August 2016
Chairman (non-executive) – appointed 17 August 2016
Director (non-executive) – appointed 7 August 2017
Director (non-executive) – resigned 7 August 2017
Mr S Cheema
Director (non-executive) – resigned 17 August 2016
Mrs L King
Director (non-executive) – resigned 17 August 2016
The term ‘senior management’ is used in this remuneration report to refer to Mr M Walker, Mr M Fisher, Mr M Rantall, Mr P
Canion, Mrs L King and Mr S Cheema.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
5
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ REPORT (continued)
Remuneration report (audited) (continued)
The Board believes that the remuneration policy is appropriate and effective in its ability to attract and retain the best senior
management to run and manage the Group.
Remuneration philosophy
The performance of the Group depends upon the quality of the directors and senior management. The philosophy of the
Group in determining remuneration levels is to:
- set competitive remuneration packages to attract and retain high calibre employees;
- ensure that there is transparency in setting of corporate arrangements;
-
link executive rewards to shareholders’ value creation; and
- establish appropriate, demanding performance hurdles for variable executive remuneration. Incentives are only paid
once pre-determined KPI’s have been met.
The Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the
directors and senior management.
The Board of Directors assesses the appropriateness of the nature and amount of remuneration of directors and senior
executives on a periodic basis by reference to relevant employment market conditions with an overall objective of ensuring
maximum stakeholder benefit from the retention of a high quality Board and executive team.
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 the Company with the ability to attract and retain
directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to
time by a general meeting. The latest determination was at the Annual General Meeting held on 30 November 2016 when
shareholders approved an aggregate remuneration of $300,000 per year.
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned
amongst directors is reviewed annually. The Board considers advice from external advisors as well as the fees paid to
non-executive directors of comparable companies when undertaking the annual review process. No external advice was
received during the year.
Each director receives a fee for being a director of the Company.
Senior Management and Executives
Remuneration consists of fixed remuneration and variable remuneration (comprising short-term and long-term incentive
schemes).
Fixed remuneration
Fixed remuneration is reviewed annually by the Board. The process consists of a review of relevant comparative
remuneration in the market and internally and, where appropriate, external advice on policies and practices. The Board has
access to external independent advice, where necessary. No such advice was required during the year.
Variable remuneration
The objective of the short term incentive program is to link the achievement of the Group's operational targets with the
remuneration received by the executives charged with meeting those targets. The total potential short term incentive
available is set at a level so as to provide sufficient incentive to the senior manager to achieve the operational targets and
such that the cost to the Group is reasonable in the circumstances.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
6
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ REPORT (continued)
Remuneration report (audited) (continued)
Employment contracts
Executives
In accordance with the re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules
and to satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities, the
Company entered into an executive services agreement with Mark Fisher, pursuant to which Mr Fisher is engaged as
Executive Director of the Company from the date of settlement.
Performance of shareholders’ wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board has regard to the following indices
in respect of the current financial year and the previous four financial years:
As at 30 June
Profit / (Loss) per share (cents)
Share price
2017
(0.399)
0.042
2016
(0.223)
0.026
2015
(0.260)
0.007
2014
(0.260)
0.007
2013
(0.260)
0.007
The following table provides details of the components of remuneration for each member of the key management
personnel of the Group. All remuneration to Key Management Personnel is valued at the cost to the Group and expensed.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
7
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ REPORT (continued)
Remuneration report (audited) (continued)
Remuneration of directors and named executives
Table 1: Directors’ remuneration for the years ended 30 June:
P Canion1
Chairman
T Chong2
Director
M Rantall3
Chairman
M Walker4
Director
S Cheema5
Director
L King6
Director
Total
Salary &
Fees
-
50,228
-
-
-
62,785
174,636
180,000
15,000
5,000
15,000
5,000
204,636
303,013
2016
2017
2016
2017
2016
2017
2016
2017
2016
2017
2016
2017
2016
2017
Short Term
Cash STI
LTI
Non
Monetary
Benefits
Post Employment
Super-
annuation
Retirement
Equity
Options
Other
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,772
-
-
-
5,965
-
-
-
-
-
-
-
10,737
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
--
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
55,000
-
-
-
68,750
174,636
180,000
15,000
5,000
15,000
5,000
204,636
313,050
%
Performance
Related
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1) Appointed 18 August 2016 (2) Appointed 7 August 2017 (3) Resigned 7 April 2017 (4) Resigned 7 August 2017 (5) Resigned 17 August 2016 (6) Resigned 17 August 2016
Table 2: Executive Directors’ and named executives remuneration for the period/year ended 30 June:
Short Term
Post Employment
Salary &
Fees
Cash STI
LTI
Non
Monetary
Benefits
Super-
annuation
Retirement
Equity
Options
Other
Total
2016
2017
2016
2017
2016
2017
-
251,042
-
251,042
204,636
554,055
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,737
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
251,042
-
251,042
204,636
564,791
%
Performance
Related
-
-
-
-
-
-
Mark Fisher1
Director
Total
Grand Total
(1) Appointed 18 August 2016
INTIGER GROUP LIMITED (formerly Star Striker Limited)
8
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ REPORT (continued)
Remuneration report (audited) (continued)
Remuneration of directors and named executives
Shareholdings of KMP
Shares held in the Company (number)
2017
P Canion
M Fisher
T Chong
M Rantall
M Walker
S Cheema
L King
Total
2016
M Walker
S Cheema
L King
R Parker
A Bell
Total
Balance at
beginning of
year
01 July 2016
-
-
-
-
-
105,000,000
2,000,000
-
107,000,000
Balance at
beginning of
year
01 July 2015
Exercise
options
Net Change /
Other
Balance at
date of
resignation
Balance at
30 June
2017
-
-
-
-
-
-
-
-
-
Exercise
options
1,455,215
220,000,0001
220,000,0001
-
-
-
-
-
441,455,215
Net Change /
Other
-
-
-
-
-
-
(2,000,000)
-
(2,000,000)
Balance at
date of
resignation
90,000,000 15,000,000
2,000,000
-
-
65,335,134
-
-
-
-
157,335,134 15,000,000
-
-
-
-
-
-
-
-
(32,300,000)
(32,300,000)
(33,035,134)
(33,035,134)
1,455,215
220,000,0001
220,000,0001
-
-
105,000,000
-
-
546,455,215
Balance at
30 June
2016
105,000,000
2,000,000
-
-
-
107,000,000
1220,000,000 Class A Performance Shares and 220,000,000 Class B Performance Shares. The terms of the Performance Shares are
summarised in Section 13.6 of the Replacement Prospectus dated 16 June 2016.
Option holdings of KMP
Options held in the Company (number)
2017
P Canion
M Fisher
T Chong
M Rantall
M Walker
S Cheema
L King
Total
2016
M Walker
S Cheema
L King
R Parker
A Bell
Total
Balance at
beginning of
year
01 July 2016
-
-
-
-
20,000,000
-
-
20,000,000
Balance at
beginning of
year
01 July 2015
35,000,000
-
-
-
5,213,290
40,123,290
Options
Issued
Options
Exercised
Balance of
date of
resignation
Balance at
30 June
2017
17,500,000
15,000,000
-
17,500,000
-
-
-
50,000,000
Options
Issued
-
-
-
-
-
-
-
-
Options
Forfeited
-
-
-
-
-
-
(15,000,000)
-
-
-
-
(15,000,000)
-
-
-
-
-
-
-
-
17,500,000
15,000,000
-
17,500,000
20,000,000
-
-
70,000,000
Balance of
date of
resignation
Balance at
30 June
2016
-
-
-
-
(5,213,290)
(5,213,290)
20,000,000
-
-
-
-
20,000,000
INTIGER GROUP LIMITED (formerly Star Striker Limited)
9
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ REPORT (continued)
Remuneration report (audited) (continued)
Other transactions with directors
Other transactions with the Company or its controlled entities
The terms and conditions of transactions with Directors and Executives and their related entities were no more favourable
than those available, or which might reasonably be expected to be available, on similar transactions to non-Director
related entities on an arms length basis unless otherwise stated. The aggregate amount recognised during the year to
Specified Directors and Specified Executives and their related entities were as follows:
Cicero Corporate Services Pty Ltd
The Company engages Cicero Corporate Services Pty Ltd for administrative and company secretarial services. Cicero
Corporate Services Pty Ltd will be paid $11,000 per month for these services plus $2,500 per month per director for
directorship services conducted by Mr Sonu Cheema and Mrs Loren King. Mr Mathew Walker is a Director of Cicero
Corporate Services Pty Ltd.
Options granted as part of remuneration:
During the 2017 and 2016 year there were no options issued and there were no options granted as part of remuneration.
This concludes the remuneration report, which has been audited.
Directors’ meetings
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:
Directors’
Meetings eligible
to attend
Directors’
Meetings
attended
Mr P Canion
Mr M Fisher
Mr T Chong
Mr M Rantall
Mr M Walker
Mr S Cheema
Mrs L King
In addition, there were 9 circular resolutions signed by the board.
6
6
-
5
7
1
1
6
6
-
5
6
1
1
Audit and Risk
Management
Committee
Meetings
eligible to
attend
Audit and Risk
Management
Committee
Meetings
attended
-
-
-
-
-
-
-
-
-
-
-
-
-
-
INTIGER GROUP LIMITED (formerly Star Striker Limited)
10
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ REPORT (continued)
Auditor’s Independence and non-audit services
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, 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 12 and forms part of this directors’ report for the year ended 30 June 2017.
Signed in accordance with a resolution of the Board of Directors
P Canion
Chairman
27 September 2017
INTIGER GROUP LIMITED (formerly Star Striker Limited)
11
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Intiger Group Limited for the year
ended 30 June 2017, I declare that, to the best of my knowledge and belief, there have been no
contraventions of:
(a)
the auditor independence requirements as set out in the Corporations Act 2001 in relation to
the audit; and
(b)
any applicable code of professional conduct in relation to the audit.
This declaration is in relation to the Intiger Group Limited and the entities it controlled during the
period.
HLB Mann Judd
Chartered Accountants
Melbourne
27 September 2017
Nick Walker
Partner
CORPORATE GOVERNANCE STATEMENT
Corporate Governance Statement
Intiger Group Limited (“the Company”) and the Board of Directors are committed to achieving the highest standards of
corporate governance. The Board continues to review the framework and practices to ensure they meet the interests of
shareholders. The Company and its controlled entities together are referred to as the Group in this statement.
the Group’s main corporate governance practices
the Company’s website
A description of
www.intigergrouplimited.com.au All these practices, unless otherwise stated, were in place for the entire year and comply
with the ASX Corporate Governance Principles and Recommendations and are contained in the accompanying Appendix
4G for the year ended 30 June 2017.
is set out on
INTIGER GROUP LIMITED (formerly Star Striker Limited)
13
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2017
Operating income
Other revenue
Impairment write down
Share based payment expense
Employee benefits expense
Other expenses
Loss before income tax expense
Income tax expense
Loss after tax from continuing operations
Net loss for the year
Other comprehensive income / (loss)
Notes
CONSOLIDATED
2017
$
472,281
16,420
(4,491)
(1,252,491)
(824,455)
8
2(a)
(2,762,556)
2016
$
-
13,749
(115,673)
-
(204,636)
(765,859)
(4,355,292)
(1,072,419)
-
-
(4,355,292)
(4,355,292)
(1,072,419)
(1,072,419)
3
14
Items that will be reclassified subsequently to profit or loss when
specific conditions are met:
Exchange differences on translation of foreign operations
Total comprehensive (loss) for the year
Net loss and comprehensive loss attributable to:
Owners of the parent entity
Non-controlling interest
(18,872)
-
(4,374,164)
(1,072,419)
(4,374,164)
(1,072,419)
-
-
(4,374,164)
(1,072,419)
Basic loss per share (cents per share)
Basic loss per share from continuing operations (cents per share)
Diluted loss per share (cents per share)
Diluted loss per share from continuing operations (cents per share)
4
4
4
4
(0.399)
(0.399)
(0.399)
(0.399)
(0.223)
(0.223)
(0.223)
(0.223)
The accompanying notes form part of these financial statements.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
14
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2017
Current Assets
Cash and cash equivalents
Trade and other receivables
Other
Total Current Assets
Non-Current Assets
Intangibles
Intiger loan facility
Available for Sale Assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
Total Liabilities
Net Assets / (Net Liabilities)
Equity / (Net Deficiency of Assets over Liabilities)
Contributed equity
Reserves
Accumulated losses
Total Equity / (Net Liabilities)
The accompanying notes form part of these financial statements.
Notes
CONSOLIDATED
2016
$
2017
$
5
6
7
16
11
11
9
10
12
13
14
2,038,180
4,485,911
95,283
33,253
41,140
5,758
2,166,716
4,532,809
1,935,650
-
-
1,935,650
4,102,366
489,464
14,859
504,323
504,323
-
500,000
4,491
504,491
5,037,300
274,242
-
274,242
274,242
3,598,043
4,763,058
40,583,804
3,421,625
39,803,481
1,011,671
(40,407,386)
(36,052,094)
3,598,043
4,763,058
INTIGER GROUP LIMITED (formerly Star Striker Limited)
15
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2017
Notes
CONSOLIDATED
2016
$
2017
$
Cash flows from operating activities
Receipts from customers
Interest income
Payment to suppliers and employees
446,750
16,420
(2,961,812)
Net cash flows provided by/(used in) operating activities
5(a)
(2,498,642)
-
13,748
(842,768)
(829,020)
Cash flows from investing activities
Payments for subsidiary, net of cash acquired
Loan facility
Net cash flows provided by/(used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares and options
Proceeds from prospectus offer for shares to be issued
Share issue costs
Net cash flows provided by/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at the end of the year
The accompanying notes form part of these financial statements.
16
20,589
-
20,589
-
(500,000)
(500,000)
244,016
-
(213,694)
30,322
(2,447,731)
4,485,911
2,038,180
5
2,207,452
3,480,611
(195,269)
5,492,794
4,163,773
322,138
4,485,911
INTIGER GROUP LIMITED (formerly Star Striker Limited)
16
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2017
Balance at 1 July 2015
Contributed
equity
Accumulated
losses
Reserves
Notes
$
$
34,654,754
(34,979,674)
$
667,604
Total comprehensive loss for the year
14
-
(1,072,419)
Transactions with owners in their
capacity as owners:
Shares issued (net of costs)
Shares to be issued under prospectus offer
Options issued
Options forfeited
Total transactions with owners
At 30 June 2016
12
12
13
13
2,012,183
3,480,611
(344,067)
-
5,148,727
-
-
-
-
-
39,803,481
(36,052,094)
1,011,671
-
-
-
344,067
-
344,067
Total
Equity/(Net
Liabilities)
$
342,684
(1,072,419)
2,012,183
3,480,611
-
-
5,492,794
4,763,058
Balance at 1 July 2016
39,803,481
(36,052,094)
1,011,671
4,763,058
Total comprehensive loss for the year
14
-
(4,355,292)
Transactions with owners in their
capacity as owners:
Shares issued (net of costs)
Shares to be issued under prospectus offer
Options issued
Options forfeited
Foreign exchange reserve
12
12
13
13
780,323
-
-
-
-
Total transactions with owners
780,323
-
-
-
-
-
-
-
-
-
(4,355,292)
780,323
-
2,428,825
2,428,825
-
-
(18,872)
(18,872)
2,409,953
3,190,276
At 30 June 2017
40,583,804
(40,407,386)
3,421,624
3,598,043
The accompanying notes form part of these financial statements.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
17
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with the
requirements of the Corporations Act 2001, Australian Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board (“AASB”) and other mandatory requirements.
The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise
stated. The financial statements are for the consolidated entity consisting of Intiger Group Limited (formerly Star
Striker Limited) and its subsidiaries (collectively referred to as “the Group”).
Except for cash flow information, the financial report has also been prepared using the accrual basis and on a
historical cost basis, except for certain financial assets and liabilities, which have been measured at fair value. Cost is
based on the fair values of the consideration given in exchange for assets.
The Company is a for profit listed public company incorporated in Australia. The principal activity of the entities within
the Group during the year was development and progression of the Intiger financial technology platform.
(b) Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2017, the Directors have reviewed all of the new and revised Standards and
Interpretations issued by the AASB that are relevant to the Group’s operations and effective for the current annual
reporting period.
It has been determined by the Directors that there is no impact, material or otherwise, of any other new and revised
Standards and Interpretations on the Group’s business and, therefore, no change is necessary to Group accounting
policies.
Standards and Interpretations in issue not yet adopted:
The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet
effective for the year ended 30 June 2017.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been
early adopted. Although the directors anticipate that the adoption of these Accounts Standards and Interpretations
may have an impact on the Group's financial statements, it is impracticable at this stage to provide a reasonable
estimate of such impact.The following Accounting Standards and Interpretations are most relevant to the consolidated
entity:
• AASB 2014-5 Amendments to Australian Accounting Standards arising from AASB 15
• AASB 2014-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2014)
• AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
• AASB 2015-8 Amendments to Australian Accounting Standards – Effective Date of AASB 15
• AASB 2016-1 Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for
Unrealised Losses
• AASB 2016-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 107
• AASB 2016-3 Amendments to Australian Accounting Standards – Clarifications to AASB 15
• AASB 2016-5 Amendments to Australian Accounting Standards – Classification and Measurement of Share
based Payment Transactions
• AASB 15 Revenue from Contracts with Customers
• AASB 16 Leases
(c) Statement of Compliance
The financial report was authorised for issue on the day of the Directors’ Report.
The financial report complies with Australian Accounting Standards (“AASB”). Compliance with AASB ensures that
the financial report, comprising the financial statements and notes thereto, complies with International Financial
Reporting Standards (“IFRS”).
INTIGER GROUP LIMITED (formerly Star Striker Limited)
18
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d) Basis of consolidation
These general purpose consolidated financial statements incorporate the assets and liabilities of all subsidiaries of
Intiger Group Limited (‘Company’ or ‘Parent Entity’) as at 30 June 2017 and the results of all subsidiaries for the year
then ended. Intiger Group Limited and its subsidiaries are referred to in this financial report as the Group or the
Consolidated Entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using
consistent accounting policies.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and
expenses and profit and losses resulting from intra-group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be
consolidated from the date on which control is transferred out of the Group. The parent controls an entity when it is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity.
Business combinations have been accounted for using the acquisition method of accounting.
(e)
Intangible Assets Other than Goodwill
Intangible assets are initially measured at cost. Following initial recognition, intangible assets are carried at cost less
any accumulated amortisation and any accumulated impairment losses. The useful lives of intangible assets are
assessed to be either finite or infinite. Intangible assets with finite lives are amortised over the useful life and
assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation
period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial
year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits
embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, which is a
change in an accounting estimate. The amortisation expense on intangible assets with finite lives is recognised in
profit or loss in the expense category consistent with the function of the intangible asset.
Intellectual Property
Intellectual property acquired as part of a business combination is recognised separately from goodwill. Intellectual
Property is carried at cost, which is its fair value at the date of acquisition, less accumulated impairment losses.
Intellectual property deemed to have an indefinite useful life is not amortised, but is subject to annual impairment
testing.
(f) Employee Benefits
Short-term employee benefits
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are
benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the
annual reporting period in which the employees render the related service, including wages, salaries and annual
leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the
obligation is settled.
The Group’s obligations for short-term employee benefits such as wages and salaries are recognised as part of
current trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual
leave and long service leave entitlements are recognised as provisions in the statement of financial position.
Defined contribution superannuation benefits
All employees of the Group receive defined contribution superannuation entitlements, for which the Group pays the
fixed superannuation guarantee contribution (currently 9.5% of the employee’s average ordinary salary) to the
employee’s superannuation fund of choice. All contributions in respect of employees’ defined contribution entitlements
are recognised as an expense when they become payable. The Group’s obligation with respect to employees’ defined
contribution entitlements is limited to its obligation for any unpaid superannuation guarantee contributions at the end
of the reporting period. All obligations for unpaid superannuation guarantee contributions are measured at the
(undiscounted) amounts expected to be paid when the obligation is settled and are presented as current liabilities in
the Group’s statement of financial position.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
19
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Equity-settled compensation
The Group provides benefits to employees (including key management personnel) of the Group in the form of share-
based payments, whereby employees render services in exchange for shares or rights over shares (“equity settled
transactions”).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined using a binomial model, further details
of which are given in Note 15 and the Remuneration Report. The fair value of options issued as approved by the
Directors and shareholders are recognised as an employee benefit expense with a corresponding increase in equity.
The fair value is measured at grant date and recognised over the period during which the employees become
unconditionally entitled to the options.
The fair value at grant date is independently determined using the binomial option pricing model that takes into
account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non
tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option. The fair value of the options granted
excludes the impact of any non-market vesting conditions (for example profitability and sales growth targets). Non-
market vesting conditions are included in assumptions about the number of options that are expected to become
exercisable. At the end of each reporting period, the Group revises its estimate of the number of options that are
expected to become exercisable. The employee benefit expense recognised each period takes into account the most
recent estimate.
(g)
Critical Accounting Estimates and Judgements
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying
values of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. Actual results
may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period of
the revision and future periods if the revision affects both current and future periods.
Recovery of financial assets
The directors have reviewed the recoverability of the carrying amount of the Group’s financial assets, made up of
equity, options and receivables in relation to Sugar Dragon Limited. Significant management judgement is required in
considering whether these financial assets will recover their full value in time or whether they should be impaired.
Valuation of performance shares
The Company has not assigned a value to the Performance Shares as these are contingent on future events for
which no reasonable basis as to the likelihood of them converting is present. The key conversion terms and
conditions on performance shares are listed below.
A Performance Share in the relevant class will convert upon the achievement of:
(i) Class A: the aggregate audited consolidated net profit after tax of the Intiger Group being not
less than A$1,000,000 between the date of issue of the Performance Shares and 30 June 2019
(Milestone).
(ii) Class B: the aggregate audited consolidated net profit after tax of the Intiger Group being not
less than A$4,000,000 between the date of issue of the Performance Shares and 30 June
2019. (Milestone).
(iii) Class C: the aggregate audited consolidated net profit after tax of the Intiger Group being not
less than A$11,000,000 between the date of issue of the Performance Shares and 30 June
2019 (Milestone).
(iv) Class D: the aggregate audited consolidated net profit after tax of the Intiger Group being not
less than A$40,000,000 between the date of issue of the Performance Shares and 30 June
2019 (Milestone).
A Performance Share in the relevant class will, upon achievement of the relevant Milestone, convert into:
(i) Class A: one Class C Performance Share and one Share.
(ii) Class B: one Class D Performance Share and one Share.
(iii) Class C: one Share.
(iv) Class D: one Share.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
20
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Valuation of Options
During the period, 50,000,000 Options were issued as part of the consideration for the Intiger acquisition, and a
further 50,000,000 Options were issued to an advisor (being, Merchant Capital Markets Pty Ltd) for the introduction of
the Intiger Group to the Company (refer Note 5). A further 40,000,000 Options were issued on 21 April 2017 pursuant
to the Company’s Employee Incentive Scheme in consideration for services to be provided by certain employees of
the Company. Approval in respect of the issue of Options under the Employee Incentive Scheme was obtained at the
General Meeting of Shareholders held on 10 June 2016 in accordance with Resolution 11 - Issue of options under an
employee incentive scheme. Unquoted options exercisable at $0.02 each on or before 30 June 2020.
Unquoted options are subject to the following vesting conditions:
(i)
(ii)
(iii)
(iv)
12,500,000 vest and become exercisable upon the aggregate audited consolidated net profit after tax of
the Intiger Group being not less than A$1 million between the date of issue of the Options and 30 June
2020;
12,500,000 vest and become exercisable upon the aggregate audited consolidated net profit after tax of
the Intiger Group being not less than A$4 million between the date of issue of the Options and 30 June
2020;
7,500,000 vest and become exercisable upon the aggregate audited consolidated net profit after tax of
the Intiger Group being not less than A$11 million between the date of issue of the Options and 30 June
2020; and
7,500,000 vest and become exercisable upon the aggregate audited consolidated net profit after tax of
the Intiger Group being not less than A$40 million between the date of issue of the Options and 30 June
2020.
It is noted that the existing Options have an exercise price below the trading price of Shares on 31 August 2016 of 3.1
cents. Using the Black & Scholes option model and based on the assumptions set out below, the Options were
ascribed the following value:
Assumptions:
Options
Valuation date
Market price of Shares
Exercise price
Expiry date (length of time from issue)
Risk free interest rate
Volatility (discount)
Indicative value per Option
Total value of Options
100,000,000
31 August 2016
3.1 cents
2 cents
30 June 2020
2.04%
102%
0.0235 cents
$2,352,667
40,000,000
21 April 2017
2.0 cents
2 cents
30 June 2020
1.76%
98%
0.0107 cents
$76,158
Impairment of intangibles with indefinite useful lives:
The Group determines whether goodwill and intangibles with indefinite useful lives are impaired at least on an
annual basis. This requires an estimation of the recoverable amount of the cash generating units to which the
goodwill and intangibles with indefinite useful lives are allocated.
At each reporting date or more frequently if events or changes in circumstances indicate a possible impairment, the
Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not
generate cash flows that are largely independent from other assets, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
In accordance with the above mentioned, during the year ended 30 June 2017, the carrying value of the intellectual
property, an intangible asset of the Group, was subject to the following procedures in assessing impairment:
- Management assessed that the intellectual property intangible asset in its entirety is attributable to a single
Cash Generating Unit (“CGU”), being the Group’s sole segment.
- At the date of the reporting period, the net carrying value of intangible was tested. Impairment testing
performed in respect of the value in use (“VIU") was considered and it was concluded that further information is
needed to assess and forecast the probability of expected future economic benefits.
- The Group reviewed the internal management financial model and applied the impact of the Intiger Platform
on future revenue forecasts and earnings streams, and prepared a 5 year cash flow forecast discounted at a pre-tax
rate of 36%.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
21
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- Other than the revenue forecasts, key assumptions applied included discount rates, customer growth rates,
and future foreign currency exchange impacts.
- As a result of the above procedures, the VIU was considered to exceed the carrying value of the intellectual
property, and no impairment adjustment was required.
- The internal management financial model is subject to sensitivity analysis and scenario testing which
contemplates growth rates and financial ratio analysis used in impairment testing. A reasonably possible change in
the key assumptions would not lead to an impairment of the intangible asset. Further operational maturity and
information will be assessed on an on-going basis.
(h) Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade
discounts and volume rebates allowed. When the inflow of consideration is deferred, it is treated as the provision of
financing and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The
difference between the amount initially recognised and the amount ultimately received is interest revenue.
(i) Operating Income
Revenue recognition relating to the provision of services is determined with reference to the stage of completion of
the transaction at the end of the reporting period, where outcome of the contract can be estimated reliably. Stage of
completion is determined with reference to the services performed to date as a percentage of total anticipated
services to be performed. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent
that related expenditure is recoverable.
(ii) Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial
asset, using the effective interest rate method.
AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or
after 1 January 2018, as deferred by AASB 2015-8: Amendments to Australian Accounting Standards –
Effective Date of AASB 15).
When effective, this Standard will replace the current accounting requirements applicable to revenue with a single,
principles-based model. Apart from a limited number of exceptions, including leases, the new revenue model in AASB
15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of
business to facilitate sales to customers and potential customers.
The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process:
- identify the contract(s) with a customer;
- identify the performance obligations in the contract(s);
- determine the transaction price;
- allocate the transaction price to the performance obligations in the contract(s); and
- recognise revenue when (or as) the performance obligations are satisfied.
The transitional provisions of this Standard permit an entity to either: restate the contracts that existed in each prior
period presented per AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors (subject to certain
practical expedients in AASB 15); or recognise the cumulative effect of retrospective application to incomplete
contracts on the date of initial application. There are also enhanced disclosure requirements regarding revenue.
Although the directors anticipate that the adoption of AASB 15 may have an impact on the Group's financial
statements, it is impracticable at this stage to provide a reasonable estimate of such impact.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
22
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(i) Cash and Cash Equivalents
Cash comprises cash at bank and on hand. Cash equivalents are 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. Bank overdrafts are shown within borrowings in current liabilities in the
consolidated statement of financial position. For the purposes of the consolidated statement of cash flows, cash
and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
(j) Trade and other receivables
Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised
cost using the effective interest rate method, less provision for impairment. Trade receivables are generally due for
settlement within periods ranging from 15 days to 30 days.
Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written
off by reducing the carrying amount directly. An allowance account is used when there is objective evidence that
the Group will not be able to collect all amounts due according to the original contractual terms. Factors considered
by the Group in making this determination include known significant financial difficulties of the debtor, review of
financial information and significant delinquency in making contractual payments to the Group. The impairment
allowance is set equal to the difference between the carrying amount of the receivable and the present value of
estimated future cash flows, discounted at the original effective interest rate. Where receivables are short-term
discounting is not applied in determining the allowance.
The amount of the impairment loss is recognised in profit or loss within other expenses. When a trade receivable for
which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off
against the allowance account. Subsequent recoveries of amounts previously written off are credited against other
expenses in the consolidated statement of profit or loss and other comprehensive income.
(k) Foreign Currency Translation
The presentation currency of the Company and its subsidiaries is Australian dollars. Each entity in the Group
determines its own functional currency and items included in the financial statements of each entity are measured
using that functional currency.
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the end of the reporting period.
All exchange differences in the consolidated financial report are taken to profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined.
Group companies
The financial results and position of foreign operations, whose functional currency is different from the Group’s
presentation currency, are translated as follows:
– assets and liabilities are translated at exchange rates prevailing at the end of the reporting period;
–
– retained earnings are translated at the exchange rates prevailing at the date of the transaction.
income and expenses are translated at average exchange rates for the period; and
Exchange differences arising on translation of foreign operations with functional currencies other than Australian
dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in
the statement of financial position. The cumulative amount of these differences is reclassified into profit or loss in
the period in which the operation is disposed of.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
23
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(l)
Income tax
The income tax expense or benefit for the period is the tax payable on the current year’s taxable income (loss)
based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary difference and to unused tax losses.
The current income tax charge (benefit) is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the Company’s subsidiaries operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the end of the reporting period.
Deferred income tax is provided on all temporary differences at the end of the reporting period between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes.
The carrying amount of deferred income tax assets is reviewed at the end of the reporting period and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at the end of the reporting period and are recognised to
the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the end of the reporting period.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity
and the same taxation authority.
(m) Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in
which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as
applicable; and
• receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or
payables in the consolidated statement of financial position.
Cash flows are included in the consolidated statement of cash flows on a gross basis and the GST component of
cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation
authority are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.
(n) Property, Plant and Equipment
Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts
is incurred.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
Plant and equipment – over 1 to 7.5 years
INTIGER GROUP LIMITED (formerly Star Striker Limited)
24
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at
each financial year end.
(i) Impairment
The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable
amount being estimated when events or changes in circumstances indicate that the carrying value may be
impaired.
For plant and equipment, impairment losses are recognised in profit or loss.
(ii) Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits
are expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
(o)
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of
the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and
its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets and the asset's value in use cannot be
estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-
generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its
recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable
amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent
with the nature of the impaired asset.
An assessment is also made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case
the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for
the asset in prior years.
(p) Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services
provided to the Group prior to the end of the financial year/period that are unpaid and arise when the Group
becomes obliged to make future payments in respect of the purchase of these goods and services.
(q) Financial Liabilities
Non-derivative financial liabilities are initially recognized at fair value net of directly attributable transaction costs. On
subsequent measurement, non-derivative financial liabilities are measured at amortised cost using the effective
interest method.
The best evidence of fair value of a financial instrument, at initial recognition, is the transaction price, unless the fair
value of the instrument is evidenced by comparison with other observable current market transactions in the same
instrument or based on valuation technique using variable only obtained from observable markets.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
25
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(r) Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
Operating lease payments are recognised as an expense on a straight line basis over the lease term, except where
another systematic basis is more representative of the time pattern in which economic benefits from the leased asset
are consumed.
(s)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
(t) Earnings per share
Basic earnings per share is calculated as net profit/(loss) attributable to members of the parent entity, adjusted to
exclude any costs of servicing equity (other than dividends) divided by the weighted average number of ordinary
shares, adjusted for any bonus element.
Diluted earnings per share are calculated as net profit/(loss) attributable to members of the parent, adjusted for:
• costs of servicing equity (other than dividends) and preference share dividends;
• the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been
recognised as expenses; and
• other non-discretionary changes in revenues or expenses during the period that would result from the dilution of
potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary
shares, adjusted for any bonus element.
(u) Going concern
In the year ended 30 June 2017 the Group recorded a net loss of $4,355,292 (2016: $1,072,419) and a net operating
cash outflow of $2,498,642 (2015: $829,020), resulting in the Group having a net asset position of $3,598,043 (2016:
net assets of $4,763,058), the Group had a market capitalisation of approximately $45.87 million as at 30 June 2017.
During the year ended 30 June 2017, the Company successfully completed capital raising activities through its
options exercise along with exercise of options. A total of 31,252,032 fully paid ordinary shares were issued during
the period through options exercise raising $244,016 before costs.
The Company lodged Prospectus offer document with the ASX on 2 June 2016. This was a re-compliance
prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements
for re-listing following a change to the nature and scale of the Company’s activities. On 16 June 2016, a replacement
prospectus was lodged with the ASX. This replacement prospectus replaces the original prospectus dated 2 June
2016 relating to the Company shares of Star Striker Limited.
On 29 June 2016 the Company advised that its offer of up to 174,030,549 fully paid ordinary shares at an issue price
of $0.02 per Share to raise up to $3,480,610.98 pursuant to the replacement prospectus dated 16 June 2016, had
closed fully subscribed. The shares were issued on 18 August 2016, any additional applicants under the offer over
and above the prescribed offer have been refunded application monies in the current year.
The Directors are of the opinion that whilst current funding levels are sufficient to address working capital
requirements required, the Company will seek to conduct additional capital raising activities in the next twelve (12)
months.
The financial statements have been prepared on a going concern basis. Accordingly the financial statements do not
include adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and
classification of liabilities that might be necessary should the Group not continue as a going concern.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
26
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
(v) Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated
entity only. The financial information for the Parent Entity is disclosed in note 22 and has been prepared on the
same basis as the consolidated financial statements.
(w) Operating segments
Operating segments are presented in a manner consistent with the internal reporting provided to the chief operating
decision makers (“CODM”). The CODM is responsible for the allocation of resources to operating segments and
assessing their performance, and has been identified as the Board Directors of the Company.
For the current reporting period, the Group operated in one segment, being the financial technology platform sector.
2. REVENUES AND EXPENSES
(a) Other expenses
Consulting fees
Legal fees
Administration expenses
Auditor’s remuneration for auditing or reviewing the financial statements
ASX fees
Secretarial fees
Professional accounting fees
Debt-to-equity conversion
3.
INCOME TAX EXPENSE
(a) The components of income tax expense/(benefit) comprise:
Current income tax charge
Deferred income tax relating to utilisation/(recognition) of tax losses
Deferred income tax relating to origination and reversal of temporary differences
Income tax expense/(benefit) reported in profit or loss
(b) Numerical reconciliation of income tax expense to prima facie tax payable:
CONSOLIDATED
2017
$
2016
$
526,561
151,767
1,038,765
50,525
62,944
120,000
61,994
750,000
-
-
626,543
65,245
57,984
119,500
12,260
-
2,762,556
765,859
CONSOLIDATED
30 June 2017
$
30 June 2016
$
-
-
-
-
-
-
-
-
Profit/(loss) from ordinary activities before income tax
(4,355,291)
(1,072,419)
Prima facie tax benefit at the Australian tax rate of 27.5% (2016: 30%)
(1,197,705)
(321,722)
Tax effect of amounts which are not deductible in calculating taxable income:
- Other non-deductible expenses/(non-assessable income)
552,687
131,342
Add/(Less) Temporary Differences
- Temporary differences not recognised
- Tax losses not recognised
- Effect of change in tax rate
Under/(over) provision – prior year
307,343
190,380
-
337,675
-
-
-
-
INTIGER GROUP LIMITED (formerly Star Striker Limited)
27
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
Income tax expense/(benefit)
(c) The following deferred tax assets and (liabilities) have not been brought to
account as:
Tax losses: revenue
Temporary differences
-
-
-
-
-
-
-
The taxation benefits of losses and temporary differences not brought to account will only be obtained if, the Group derives
future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to
be realized;
-
i) The Group continues to comply with the conditions for deductibility imposed by law; and
ii) No change in tax legislation adversely affects the Group in realizing the benefits from deducting the losses.
4. EARNINGS/(LOSS) PER SHARE
Basic loss per share:
Total basic loss per share
Diluted loss per share
Total diluted loss per share
The earnings and weighted average number of ordinary shares used in
the calculation of basic per share is as follows:
Loss
CONSOLIDATED
2017
2016
Cents per share
Cents per share
(0.399)
(0.223)
(0.399)
(0.223)
$
$
(4,355,292)
Number
(1,072,419)
Number
Weighted average number of ordinary shares for the purposes of basic
loss per share
1,092,248,140
480,413,597
Effect of dilution:
Share options (a)
Shares to be issued under prospectus offer (a)
-
-
-
-
Weighted average number of ordinary shares for the purposes of basic
and diluted loss per share
1,092,248,140
480,413,597
(a) Diluted loss per share arising from the options and unissued shares is not reflected as the result is anti-dilutive in
nature.
5. CASH AND CASH EQUIVALENTS
Reconciliation of cash
Cash at the end of the financial year as shown in the consolidated
statement of cash flows is reconciled to items in the consolidated
statement of financial position as follows:
Cash at bank and cash in hand
Cash held in trust account under prospectus offer
CONSOLIDATED
2017
$
2016
$
2,038,180
-
868,974
3,616,937
2,038,180
4,485,911
INTIGER GROUP LIMITED (formerly Star Striker Limited)
28
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
5. CASH AND CASH EQUIVALENTS (Continued)
Cash at bank earns interest at floating rates based on daily bank deposit rates. There were no Deposits at call at the
end of the 2016 or 2017 financial years. The Group has no credit standby arrangements, loan or overdraft facilities.
(a) Reconciliation of net loss after tax to net cash flows from
operations
Net loss
Adjustments for:
Impairment
Share based payments
Equity settled fees
Changes in assets and liabilities:
(Increase)/decrease in debtors
(Increase)/decrease in prepayments and other assets
Increase (decrease) in creditors and other liabilities
Increase/(decrease) in provisions
(4,355,292)
(1,072,419)
4,491
115,673
1,233,621
750,000
-
-
(35,889)
(27,495)
(82,938)
(14,859)
(21,070)
(1,219)
150,015
-
Net cash provided by/(used in) operating activities
(2,498,643)
(829,020)
6. TRADE AND OTHER RECEIVABLES
CONSOLIDATED
Current
Trade receivables
Other receivables (i)
2017
$
47,531
47,752
95,283
2016
$
41,140
-
41,140
(i) Other receivables are non-interest bearing and expected to be received in 30 days.
The Group has no concentration of credit risk with respect to any single counter party or group of counter parties. All
of the other receivables are based in Australia. No amounts of other receivables are past due nor impaired.
7. OTHER CURRENT ASSETS
Current
Prepayments
8.
IMPAIRMENT WRITE DOWNS
Impairment write down – Sugar Dragon (i)
(i) Investment in Sugar Dragon
Balance at the beginning of the year
33,253
33,253
5,758
5,758
(4,491)
(4,491)
(115,673)
(115,673)
CONSOLIDATED
2017
$
2016
$
4,491
120,164
INTIGER GROUP LIMITED (formerly Star Striker Limited)
29
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
8.
IMPAIRMENT WRITE DOWNS (Continued)
Expenditure incurred
Impairment write down*
Carrying value of investment
-
-
(4,491)
(115,673)
-
4,491
*Refer to Note 11 for further details around the carrying value and impairment recognised on the investment in Sugar
Dragon.
9. TRADE AND OTHER PAYABLES
CONSOLIDATED
Current
Trade payables
Accrued expenses
Amounts refundable on over subscription of prospectus offer
Included in the above balance are the following amounts payable to
current and former Directors and their related entities:
Current and former Directors and their related entities
Refer to remuneration report for further details.
10. PROVISIONS
Provisions from employee benefits
The provision for employee benefits represents vested annual leave entitlements accrued.
11. OTHER FINANCIAL ASSETS
Unlisted Shares:
Cost (i)
Accumulated impairment losses
Net carrying amount
Loan Receivable:
Cost (ii)
Net carrying amount
2017
$
281,042
208,422
-
489,464
251,042
251,042
Employee
benefits
$
14,859
14,859
2016
$
73,250
66,292
134,700
274,242
9,000
9,000
Total
$
14,859
14,859
CONSOLIDATED
2017
$
2016
$
500,000
(500,000)
-
-
-
500,000
(495,509)
4,491
500,000
500,000
INTIGER GROUP LIMITED (formerly Star Striker Limited)
30
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
11. OTHER FINANCIAL ASSETS (Continued)
(i)
During the year ended 30 June 2015, a total of 7,692,308 fully paid ordinary shares were acquired at a conversion
price of $0.065 per share, providing IAM with a 15% equity position in Sugar Dragon Limited. Following the ASX
decision to not admit Sugar Dragon Limited to official list pursuant to lodgement of a Prospectus with ASIC on 27
January 2016 and ASX listing application submitted on 2 February 2016, the management of Intiger Group
recognised an impairment expense of $4,491 for the year ended 30 June 2017 (2016: $115,673).
(ii)
Pursuant to the binding term sheet, IAM provided Intiger Asset Management Pty Ltd a loan facility of up to $500,000
in order to meet expenditure commitments and settle existing liabilities.
12. CONTRIBUTED EQUITY
Ordinary shares issued and fully paid
Ordinary shares to be issued pursuant to prospectus offer
CONSOLIDATED
2017
$
40,583,804
2016
$
36,322,870
-
3,480,611
40,583,804
39,803,481
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
(i) Movement in ordinary shares on issue
Number
$
At 1 July 2015
Fully paid shares issued for cash
• Option Conversion
• Share Placement
• Share issue costs
Shares issued – Prospectus offer (b)
Option reserve
At 30 June 2016
At 1 July 2016
Fully paid shares issued for cash
• Option Conversion
Share issue costs
Shares to be issued – Prospectus offer (b)
Shares issued for Debt Conversion
Option reserve
At 30 June 2017
592,333,333
34,654,754
78,092,898
314,372
205,161,584
1,891,100
-
-
-
(192,752)
3,480,611
(344,604)
875,587,815
39,803,481
Number
$
875,587,815
39,803,481
30,502,032
244,016
-
(213,694)
174,030,549
-
37,500,000
750,000
-
-
1,117,620,396
40,583,804
INTIGER GROUP LIMITED (formerly Star Striker Limited)
31
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
12. CONTRIBUTED EQUITY (Continued)
(a) Capital management
Management controls the capital of the Group in order to provide the shareholders with adequate returns and ensure
that the Group can fund its operations and continue as a going concern. The Group’s debt and capital includes
ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital
requirements. Management effectively manages the Group’s capital by assessing the Group’s financial risks and
adjusting its capital structure in response to changes in these risks and in the market. These responses include the
management of debt levels, distributions to shareholders and share issues. There have been no changes in the
strategy adopted by management to control the capital of the Group since the prior year. Refer to note 17 for how the
Group manages its liquidity risk.
(b) Prospectus offer
Fully paid ordinary shares have the right to receive dividends as declared and entitle their holder to vote either in
person or by proxy at a meeting of the Company. On 29 June 2016 the Company advised that its offer of up to
174,030,549 fully paid ordinary shares at an issue price of $0.02 per Share to raise up to $3,480,611 pursuant to the
replacement prospectus dated 16 June 2016, had closed fully subscribed. Any additional applicants under the offer
over and above the prescribed offer had been refunded application monies post year end. The shares were issued on
18 August 2016.
13. RESERVES
Options Reserve
At 1 July 2015
Options issued as per share placements
Options exercised
Options expired/forfeited
At 1 July 2016
Options issued
Options exercised
Options expired/forfeited
At 30 June 2017
CONSOLIDATED
Number
$
303,961,801
77,194,826
(78,092,898)
(381,636)
302,682,093
140,000,000
(30,502,032)
-
667,604
344,067
-
-
1,011,671
2,428,825
-
-
411,430,061
3,440,496
The reserve is used to record the value of equity benefits provided to employees and directors as part of their
remuneration.
14. ACCUMULATED LOSSES
Movements in accumulated losses
At 1 July
Loss attributable to the members of the parent entity
At 30 June
CONSOLIDATED
2017
$
2016
$
(36,052,094)
(34,979,674)
(4,355,292)
(40,407,386)
(1,072,419)
(36,052,094)
INTIGER GROUP LIMITED (formerly Star Striker Limited)
32
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
15: SHARE-BASED PAYMENTS
Share Options
The option reserve records items recognised as expenses on valuation of share options.
2016
Grant date
Expiry Date
of Options
Exercise
Price of
Options
Balance at
start of
year
Expired
during the
year
Issued
during the
year
Balance at
end of the
year
Exercisable at
end of year
17/08/2016 30 June 2020
17/08/2016 30 June 2020
21/04/2017 30 June 2020
$0.02
$0.02
$0.02
-
-
-
-
-
-
50,000,000
50,000,000
40,000,000
50,000,0001
50,000,0002
40,000,0003
-
-
-
140,000,000
- 140,000,000
-
150,000,000 unquoted options issued for the introduction of the Intiger Group to the Company. Unquoted exercisable at
$0.02 on or before 30 June 2020. These options were valued as $1,176,333 on grant date.
250,000,000 unquoted options were issued as consideration for the purchase of Intiger Asset Management Pty Ltd and
associated entities. Refer to the Note 7. These options were valued as $1,176,333 on grant date.
340,000,000 Options were issued on 21 April 2017 pursuant to the Company’s Employee Incentive Scheme in
consideration for services to be provided by certain employees of the Company subject to the following vesting
conditions:
(i)
12,500,000 vest and become exercisable upon the aggregate audited consolidated net profit after tax of the Intiger
Group being not less than A$1 million between the date of issue of the Options and 30 June 2020;
12,500,000 vest and become exercisable upon the aggregate audited consolidated net profit after tax of the Intiger
Group being not less than A$4 million between the date of issue of the Options and 30 June 2020;
7,500,000 vest and become exercisable upon the aggregate audited consolidated net profit after tax of the Intiger
Group being not less than A$11 million between the date of issue of the Options and 30 June 2020; and
7,500,000 vest and become exercisable upon the aggregate audited consolidated net profit after tax of the Intiger
Group being not less than A$40 million between the date of issue of the Options and 30 June 2020.
(ii)
(iii)
(iv)
These options were valued as $76,158 on grant date.
The table below illustrates the number of options, the weighted average exercise price (“WAEP”) of and movements in
share options issued by the Company during the year to key management personnel current and prior:
The weighted average remaining contractual life for the share options as at 30 June 2017 was 3 years (2016: Nil).
The weighted average exercise price for options outstanding at year end was $0.02 (2016: $Nil).
The fair value of options granted during the year was $0.0107 (2016: $Nil).
The fair value of options expired during the year was $Nil (2016: $Nil).
Expenses arising from share-based payment transactions
On 18 May 2016, the Company, Intiger Asset Management Pty Ltd and Mark Fisher entered into the Debt Conversion
Agreement pursuant to which the parties agreed to extinguish a debt of $750,000 and fully release and discharge Intiger
Asset Management from all obligations and liabilities thereto, in consideration for the issue by the Company of 37,500,000
Shares to Mr Fisher. The net effect is detailed in the financial information which demonstrates the conversion of the
$750,000 in borrowings with 37,500,000 ordinary shares. The issue of Shares in order to extinguish the Debt is deemed to
be at fair value was effective from 18 August 2016 when the Company announced the completion of acquisition of Intiger
and its associated entities.
16. BUSINESS COMBINATION
On 18 August 2016, the Company announced the completion of the acquisition of Intiger Asset Management Pty Ltd and
Associated Entities as below. The Company acquired all of the issued capital of each of:
Intiger Asset Management Pty Ltd (ACN 606 729 328) (Intiger);
Intiger Process Enhancement Pty Ltd (ACN 610 159 209);
Intiger Asset Management Limited (a Hong Kong Company), HKCN 2254952;
Tiger 1 Limited (a Hong Kong Company), HKCN: 2258742;
Tiger 2 Limited (a Hong Kong Company), HKCN: 2258743; and
Lion 2 Business Process, Inc. (a Philippines Company), PIN: CS201522320,
INTIGER GROUP LIMITED (formerly Star Striker Limited)
33
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
16. BUSINESS COMBINATION (Continued)
as well as indirectly, Integra Asset Management Australia Pty Ltd (ACN 162 734 376), a wholly owned subsidiary of Intiger
(together, the Intiger Group).
Consideration
•
•
•
•
•
$50,000 cash consideration;
$500,000 non-cash consideration on effective settlement of pre-existing loan;
500,000,000 Performance Shares (being 250,000,000 Class A Performance Shares and 250,000,000 Class B
Performance Shares) to the vendors of the Intiger Group in consideration for the acquisition of all of the shares in
each of the entities comprising the Intiger Group, pursuant to the Agreement;
50,000,000 Options to the Proposed Directors under the Incentive Option Plan; and
The total value of the consideration was $1,726,333 comprising of an issue of equity instruments, cash and non-cash
components as per above.
The Company has not assigned a value to the Performance Shares as these are contingent on future events for which no
reasonable basis as to the likelihood of them converting is present. The key conversion terms and conditions on
performance shares are listed below.
A Performance Share in the relevant class will convert upon the achievement of:
Class A: the aggregate audited consolidated net profit after tax of the Intiger Group being not less than A$1,000,000
between the date of issue of the Performance Shares and 30 June 2019 (Milestone).
Class B: the aggregate audited consolidated net profit after tax of the Intiger Group being not less than A$4,000,000
between the date of issue of the Performance Shares and 30 June 2019. (Milestone).
Class C: the aggregate audited consolidated net profit after tax of the Intiger Group being not less than A$11,000,000
between the date of issue of the Performance Shares and 30 June 2019 (Milestone).
Class D: the aggregate audited consolidated net profit after tax of the Intiger Group being not less than A$40,000,000
between the date of issue of the Performance Shares and 30 June 2019 (Milestone).
A Performance Share in the relevant class will, upon achievement of the relevant Milestone, convert into:
Class A: one Class C Performance Share and one Share.
Class B: one Class D Performance Share and one Share.
Class C: one Share.
Class D: one Share.
Consideration transferred
Acquisition date fair value of the consideration transferred:
Cash consideration
Non-cash consideration
Option issues
Total consideration
30 June 2017
$
50,000
500,000
1,176,333
1,726,333
Acquisition related costs of $292,857 are included in other expenses in the statement of comprehensive income. Directly
attributable costs of raising equity have been included as a deduction from equity.
Assets acquired and liabilities assumed at the date of acquisition
The Group has provisionally recognised the fair values of the identifiable assets and liabilities based upon the best
information available as of the reporting date. Provisional business combination accounting is as follows:
INTIGER GROUP LIMITED (formerly Star Striker Limited)
34
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
16. BUSINESS COMBINATION (Continued)
Cash and cash equivalents
Trade receivables
Less:
Trade and other payables
Provisional fair value of identifiable net liabilities
Value of Intellectual Property at cost acquired (refer
note i)
Fair value at
acquisition
date
$
70,589
18,254
(298,160)
(209,317)
1,935,650
The initial accounting for the acquisition of Intiger Group Limited has only been provisionally determined at the end of the
half-year reporting period. As noted above, the consideration includes a significant portion contingent on performance
conditions, which may be recognised should the achievement of these conditions becomes likely.
(i) Value of Intellectual Property acquired
The Group has assessed that the value of the excess of the consideration transferred, the amount of any noncontrolling
interest in the acquire, and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value
of the Group’s share of the net identifiable liabilities acquired is represented as the value of the Intellectual Property (“IP”)
of the Intiger Group acquired as part of the business combination.
Net cash flow arising on acquisition
The cash flow on acquisition is as follows:
Cash paid
Cash acquired
Net cash inflow
30 June 2017
$
(50,000)
70,589
20,589
Impact of acquisition on the results of the Group
If the combination had taken place at the beginning of the full-year, the loss of the Group would have been $4,597,792 and
revenue from continuing operations would have been $359,526.
17. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Board is responsible for monitoring and managing the Group’s financial risk exposures by monitoring the Group’s
financial risk management policies and exposures and approves financial transactions within the scope of its authority. It
also reviews the internal controls relating to currency risk, financing risk and interest rate risk. The overall risk management
strategy seeks to assist the Group to meet its targets, while minimising potential adverse effects on financial performance.
The Group’s principal financial instruments comprise receivables, payables and cash.
The main purpose of these financial instruments is to finance the Group’s operations. The Group has other financial assets
and liabilities such as trade receivables and trade payables, which arise directly from its operations. The main risks arising
from the Group’s financial instruments are, liquidity risk, foreign exchange risk and credit risk. The Board reviews and
agrees policies for managing each of these risks and they are summarised below. Details of the significant accounting
policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are
disclosed in note 1 to the financial statements.
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s cash and short-term
deposits. Since the Group does not have any long-term debt obligations, the Group’s exposure to this risk is minimal.
Market risk
The Group’s exposure to the financial risks of changes in foreign currency exchange rates, interest rates and equity prices
relates primarily to accounts payables. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimising return.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
35
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
17. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)
Financial Assets
Cash and cash equivalents
Cash held in trust account from prospectus offer
Available for sale financial instruments
Loan receivable
Trade and Other receivables
Financial Liabilities
Trade and Other payables
Net exposure
CONSOLIDATED
2017
$
2016
$
2,038,180
-
-
-
95,283
-
(489,464)
868,974
3,616,937
4,491
500,000
-
-
-
1,643,999
4,990,402
Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counter parties that could
lead to financial loss to the Group. The Group’s policy is to trade only with recognised, creditworthy third parties.
It is the Group’s policy that all customers who wish to trade on credit terms will be subject to credit verification procedures.
Cash and cash equivalents are held with Authorised Deposit Institutions (ADI) or an institution which has a Standard and
Poor's (Australia) Pty Ltd rating of ‘A-1+’ for terms of a year or less.
In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts
is not significant. There are no significant concentrations of credit risk within the Group. Details with respect to credit risk
of trade and other receivables are disclosed in note 6.
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting
its obligations related to financial liabilities. The Group’s objective is to maintain a balance between continuity of funding
and flexibility through the use of available funding facilities and capital raising. The liquidity risk is currently managed by
the Board by monitoring the Group’s cash flow and commitments on a monthly basis. Refer to Note 1(u) for additional
details.
The tables on page 38 reflects all contractually fixed pay-offs and receivables for settlement, repayments and interest
resulting from recognised financial assets and liabilities. Cash flows for financial assets and liabilities without fixed amount
or timing are based on the conditions existing at 30 June 2017 and 2016.
Foreign currency risk management
Exposure to foreign exchange risk may result in the fair value of cash flows of a financial instrument fluctuating due to
movement in foreign exchange rates of currencies in which the Group holds financial investments and/or financial liabilities
which are other than the AUD currency of the Group.
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate
fluctuations arise.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting
date is as follows:
PHP
Foreign currency sensitivity analysis
Liabilities
Assets
2017
$
368,311
2016
$
-
2017
$
136,332
2016
$
-
The following table details the Group’s sensitivity to a 10% increase and decrease in the Australian dollar against the
relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key
management personnel and represents management’s assessment of the possible change in foreign exchange rates. The
sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at
the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans where the
INTIGER GROUP LIMITED (formerly Star Striker Limited)
36
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
17. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)
denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number indicates
an increase in profit or loss and other equity where the Australian Dollar (AUD) strengthens against the respective currency.
For a weakening of the Australian Dollar against the respective currency there would be an equal and opposite impact on
the profit and other equity and the balances below would be negative.
Profit or loss
Other Comprehensive Income
Fair values
AUD impact
Consolidated
2017
$
7,836
1,887
2016
$
-
-
Set out below is a comparison by category of carrying amounts and fair values of all of the Group’s financial instruments
recognised in the financial statements. The fair values of financial assets have been calculated using market interest rates.
30 June 2016
Assets
Available-for-sale financial assets
30 June 2017
Assets
Available-for-sale financial assets
Consolidated
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
-
-
-
-
4,491
4,491
4,491
4,491
Level 1
Level 2
Level 3
Total
Consolidated
-
-
-
-
-
-
-
-
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and
available-for-sale securities) is based on quoted market prices at the end of the reporting period. The quoted market price
used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is
determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on
market conditions existing at the end of each reporting period. Quoted market prices or dealer quotes for similar
instruments are used to estimate fair value for long-term debt for disclosure purposes. Other techniques, such as
estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. In the
circumstances where a valuation technique for these instruments is based on significant unobservable inputs, such
instruments are included in level 3. There were no significant transfers between levels 1 and 2 during the year. The
following table presents the changes in level 3 instruments for the years ended 30 June 2017 and 30 June 2016.
30 June 2016
Consolidated
Available for
sale financial
assets
Total
Balance at beginning of year
120,164
120,164
Disposals
-
-
Accumulated impairment losses
(115,673)
(115,673)
Balance at end of year
4,491
4,491
INTIGER GROUP LIMITED (formerly Star Striker Limited)
37
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
17. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued)
Total gains or losses for the period included in
other income (other expenses) that relate to
assets held at end of reporting period
30 June 2017
Balance at beginning of year
Disposals
Accumulated impairment losses
Balance at end of year
Total gains or losses for the period included in
other income (other expenses) that relate to
assets held at end of reporting period
-
-
Consolidated
Available for
sale financial
assets
4,491
-
(4,491)
-
-
Total
4,491
-
(4,491)
-
-
117. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
CONSOLIDATED
Financial assets
Cash
Other financial assets
Trade and other receivables
Financial liabilities
Trade and other payables
Interest rate risk
Carrying amount
Fair value
2017
$
2016
$
2017
$
2016
$
2,038,180
4,485,911
2,038,180
4,485,911
-
95,283
620,164
41,140
-
95,283
620,164
41,140
489,464
274,242
489,464
274,242
The following table sets out the carrying amount, by maturity, of the financial instruments:
<1 year
$
1-2 years
$
2-3 years
$
3-4 years
$
4-5 years
$
>5 years
$
Total
$
Weighted
average
effective
interest
rate
%
Year ended 30/6/2017
CONSOLIDATED
FINANCIAL ASSETS
Floating rate
Cash assets
2,038,180
Non-interest bearing
Trade & other receivables
FINANCIAL LIABILITIES
Non-interest bearing
Trade & other payables
95,283
2,133,463
489,464
489,464
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 2,038,180
0.99%
-
95,283
0.00%
- 2,133,463
0.00%
-
-
489,464
0.00%
489,464
0.00%
INTIGER GROUP LIMITED (formerly Star Striker Limited)
38
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
17.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
<1 year
$
1-2 years
$
2-3 years
$
3-4 years
$
4-5 years
$
>5 years
$
Total
$
Weighted
average
effective
interest
rate
%
Year ended 30/6/2016
CONSOLIDATED
FINANCIAL ASSETS
Floating rate
Cash assets
4,485,911
Non-interest bearing
Trade & other receivables
Loan Intiger facility
41,140
-
41,140
FINANCIAL LIABILITIES
Non-interest bearing
Trade & other payables
102,250
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 4,485,911
0.99%
-
41,140
0.00%
500,000
500,000
0.00%
500,000
541,140
0.00%
-
102,250
0.00%
18. CONTROLLED ENTITIES
The consolidated financial statements include the financial statements of Intiger Group Limited and the controlled
subsidiaries listed in the following table:
Country of
Incorporation
% Equity interest
2016
2017
Owing to Parent Company
2017
2016
Orion Exploration Pty Ltd
Eastbourne Exploration Pty Ltd
Intiger Asset Management Pty Ltd (ACN
606 729 328) (Intiger);
Intiger Process Enhancement Pty Ltd
(ACN 610 159 209);
Intiger Asset Management Limited (a
Hong Kong Company), HKCN 2254952;
Tiger 1 Limited (a Hong Kong Company),
HKCN: 2258742;
Tiger 2 Limited (a Hong Kong Company),
HKCN: 2258743; and
Lion 2 Business Process,
Philippines
CS201522320,
Company),
(a
PIN:
Inc.
Australia
Australia
Australia
Australia
Hong Kong
Hong Kong
Hong Kong
Philippines
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The transactions with the subsidiaries were limited to the advance of funds during the year.
19. EVENTS AFTER THE END OF THE REPORTING PERIOD
On 31 July 2017, Intiger announced the launch of ‘BOOM’, an industry leading Back Office Online Management Portal, to
aggressively reduce the cost & improve the efficiency of core administrative and paraplanning processes for the financial
planning profession. Created in response to overwhelming industry demand fuelled by the crippling time and cost of
compliance, paraplanning and administration that practice owners face, BOOM is designed and developed to deliver
profession-changing cost reductions and profit growth to financial planning practice owners.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
39
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
19. AUDITOR’S REMUNERATION
Amounts received or due and receivable by HLB Mann Judd for:
An audit or review of the financial report of the entity and any other
entity in the consolidated group
Other assurance services
CONSOLIDATED
30 June 2017
$
30 June 2016
$
50,525
-
50,525
36,000
29,245
65,245
20. SEGMENT INFORMATION
The Group has identified its operating segment based on the internal reports that are reviewed and used by the Board of
Directors (Chief operating decision makers) in assessing performance and determining the allocation of resources.
The Group operates primarily in development of the Intiger platform and services. The financial information presented in
the consolidated statement of comprehensive income and the consolidated statement of financial position is the same as
that presented to the chief operating decision maker.
Unless stated otherwise, all amounts reported to the Board of directors as the chief operating decision maker is in
accordance with accounting policies that are consistent to those adopted in the annual financial statements of the
Group. During the current period, the Group is considered to operate in one segment, being the digital and offshore
processing financial planning sector.
21. RELATED PARTY DISCLOSURES
(a) Details of key management personnel (KMP)
(i) Directors
Mr P Canion
Mr T Chong
Mr M Rantall
Mr M Walker
Mr S Cheema
Mrs L King
(ii) Executives
Director (non-executive) – appointed 17 August 2016
Director (non-executive) – appointed 7 August 2017
Chairman (non-executive) – appointed 17 August 2016, resigned 7 April 2017
Director (non-executive) – appointed 1 August 2014, resigned 7 August 2017
Director (non-executive) – resigned 17 August 2016
Director (non-executive) – resigned 17 August 2016
Mr M Fisher
Key management personnel remuneration has been included in the Remuneration Report section of the Directors’
Report.
Director (Executive) – appointed 17 August 2016
(b) Remuneration paid or payable
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable
to each member of the Group’s key management personnel for the years ended 30 June 2017 and 30 June 2016.
The total remuneration paid to KMP of the Company and the Group is as follows:
Short-term employee benefits
Post-employment benefits
Share-based payments
CONSOLIDATED
30 June 2017
$
30 June 2016
$
554,055
10,737
-
204,636
-
-
564,791
204,636
INTIGER GROUP LIMITED (formerly Star Striker Limited)
40
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
22. PARENT ENTITY DISCLOSURES
(a) Summary of Financial Information
Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
Net Assets
Equity
Contributed capital
(Accumulated losses)
Reserves
Options reserve
Total equity
Financial performance
Loss for the year
Other comprehensive income (loss)
Total comprehensive income (loss)
2017
$
2016
$
1,657,269
2,908,113
4,532,567
504,491
4,565,382
5,037,058
343,716
343,716
259,230
259,230
4,221,666
4,777,828
39,833,804
39,803,481
(37,800,142)
(36,037,324)
2,188,004
1,011,671
4,221,666
4,777,828
30 June 2017
$
30 June 2016
$
(3,815,361)
(1,072,419)
-
-
(3,815,361)
(1,072,419)
(b) Contractual commitments for the acquisition of property, plant and equipment
As at 30 June 2017, the Company had no contractual commitments for the acquisition of property, plant and
equipment (2016: Nil).
(c) Guarantees and contingent liabilities
As at 30 June 2017, the Company had no guarantees or contingent liabilities (2016: Nil), other than those already
disclosed in note 23.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
41
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
NOTES TO THE FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 JUNE 2017
23. CONTINGENCIES
There were no contingencies as at 30 June 2017 and 2016.
24. COMPANY DETAILS
The registered office of the company is:
Level 2, 330 Churchill Avenue
Subiaco WA 6008
The principal place of business is:
Level 2, 330 Churchill Avenue
Subiaco WA 6008
INTIGER GROUP LIMITED (formerly Star Striker Limited)
42
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2017
1.
In the opinion of the directors of Intiger Group Limited (formerly Star Striker Limited) (the “Company”):
(a)
the financial statements, notes and additional disclosures included in the director’s report designated as audited
are in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its performance for
the year then ended; and
(ii) complying with Australian Accounting Standards (including the Australian Interpretations) and the
Corporations Regulations 2001;
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable, based on the factors outlined in note 1(u); and
(c)
the financial statements and notes thereto are in accordance with International Financial Reporting Standards
issued by the International Accounting Standards Board, as outlined in note 1(c).
2.
This declaration has been made after receiving the declarations required to be made to the directors in accordance
with sections 295A of the Corporations Act 2001 for the year ended 30 June 2017.
This declaration is signed in accordance with a resolution of the Board of Directors.
Patrick Canion
Chairman
27 September 2017
INTIGER GROUP LIMITED (formerly Star Striker Limited)
43
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
Independent Auditor’s Report
To the Members of Intiger Group Limited
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
Opinion
We have audited the financial report of Intiger Group Limited (“the Company”) and its controlled entities
(“the Group”), which comprises the consolidated statement of financial position as at 30 June 2017, 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 a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a) giving a true and fair view of the Group’s financial position as at 30 June 2017 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 (“the Code”) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material Uncertainty Regarding Going Concern
We draw attention to Note 1 (u) in the financial report, which indicates that during the year ended 30
June 2017 the Group incurred a net loss of $4,355,292, and net operating cash outflow of $2,498,642.
As stated in Note 1 (u), these events or conditions, along with other matters as set forth in Note 1 (r),
indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
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 period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we
have determined the matters described below to be the key audit matters to be communicated in our
report.
Key Audit Matters
Business Combination
How our audit addressed the key audit matter
Refer to Note 16 ‘Business Combination’ and Note 1 (g) ‘Critical Accounting Estimates and Judgments’
On 18 August 2016, the Company completed the
acquisition of
Intiger Asset Management and
Associated Entities (as outlined in Note 16 to the
financial statements), referred to as Initger Group.
A substantial portion of the consideration consisted
of Performance Shares and Options, and significant
management judgment and estimation was required
to value the consideration.
Identification of what constituted a part of the
business combination transaction, as well as the
valuation of these components, is why impairment of
assets is considered a key audit matter.
Our procedures included, but were not limited to:
• we read the sale and purchase agreement to
understand key terms and conditions;
• we
the
assessed whether
transaction
constituted a business combination transaction
in line with AASB 3 Business Combinations,
included identifying the acquirer and whether
Intiger Group constituted a business;
• we assessed whether the various transactions
that occurred as part of
the acquisition
constituted consideration for the acquisition, or
as a separate transaction;
• we considered the Group’s determination of the
final fair value adjustments at 30 June 2014 and
compared them to the provisionally reported
values at 31 December 2016;
• we obtained and tested management’s inputs
into valuation of the consideration transferred
as part of the business combination;
• we checked the mathematical accuracy of the
business combination workings, and performed
testing of the consolidation entries on a sample
basis; and
• we reviewed management’s disclosure of the
business combination, and assessed whether it
complied to the requirements of AASB 3
10
Business Combinations
Consolidated Financial Statements.
AASB
and
Impairment of intangible assets
Refer to Note 1 (g) ‘Critical Accounting Estimates and Judgments’
At 30 June 2017, the Group’s balance sheet includes
intellectual property with a carrying value of $1.936
million. In line with the entities segment allocation,
these are all assigned to the single Cash Generating
Unit (“CGU”).
The assessment of impairment of the Group’s
intangible assets incorporates significant judgement
with respect to factors such as revenue forecasts,
discount rates, growth in relation to key customers,
Our procedures included, but were not limited to:
• we assessed management’s determination of
the Group’s CGU based on our understanding of
the nature of the Group’s operations. We also
analysed the internal reporting of the Group to
assess how earnings streams are monitored and
reported;
• we evaluated management’s process regarding
evaluation of the Group’s assets to identify any
asset impairment losses;
and foreign currency exchange impacts.
The Group is exposed to potential impacts of
economic uncertainty in Australia including those
inherent in the in the financial services sector,
consumer acceptance of the product, regulatory
obstacles, cost pressures, and increases in the
Group’s weighted average cost of capital.
We needed to assess whether the Group’s value in
use model for impairment included appropriate
consideration of these factors with respect to
management’s significant estimates and judgements
and the selection of key external and internal inputs
is why impairment of assets is considered a key
audit matter.
• we tested entity level controls in place, such as
the preparation and review of budgets and
forecasts.
into
consideration the impacts of the sector and
geographic specific challenges that the Group
may face;
forecasts
These
take
• we assessed and challenged
the Group’s
assumptions and estimates used to determine
the recoverable value of its assets, including
those relating to forecast revenue, cost, capital
expenditure, and discount rates by adjusting for
future events and corroborating the key market
related assumptions to external data;
• we checked the mathematical accuracy of the
cash flow models and agreed relevant data to
the latest forecasts; and
• we performed sensitivity analysis over the
model by focusing on the impact of changing
growth and discount rates.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2017, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with 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 the Australian Auditing Standards, we exercise professional
judgement 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 or
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 our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit 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.
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, related
safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period 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 5 to 10 of the directors’ report for the year
ended 30 June 2017.
In our opinion, the Remuneration Report of Intiger Group Limited for the year ended 30 June 2017
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.
HLB Mann Judd
Chartered Accountants
Melbourne
27 September 2017
Nick Walker
Partner
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Securities Exchange Ltd, and not shown elsewhere in this report is
as follows. The information is current as at 22 September 2017.
(a) Distribution of equity securities
(i) Ordinary share capital
▪ 1,103,639,753 fully paid shares held by 2,591 shareholders. All issued ordinary shares carry one vote per
share and carry the rights to dividends.
Analysis of numbers of equity security holders by size of holding are:
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Totals
Holders
Total Units
% Issued Share Capital
149
26
107
995
1,317
2,591
17,852
70,916
868,663
51,051,277
1,051,661,045
1,103,639,753
0.00%
0.01%
0.08%
4.62%
95.26%
100.00%
There are 2,603 shareholders holding less than a marketable parcel of shares.
(b) Twenty largest holders of quoted equity securities (fully paid ordinary shares)
Number held
Percentage
%
MR MATHEW DONALD WALKER
ECOMETRIX PTY LTD
MR TIMOTHY SAMUEL WHITE
MR MICHAEL PETER DAVIS
MR DOMENIC MARINO
MRS ANN MAREE JOHNSON
MR LEE FRANCIS TAYLOR
MR BLAKE WELLER
PRISCILLA SUPER PTY LTD
MRS ANN MAREE JOHNSON & MR DEAN ROBERT JOHNSON
MR LACHLAN WILLIAM KEARNEY
MR RICHARD ANTHONY WRIGHT & MS JUDITH DENISE ROBERSON
MS LISSA LORRAINE SACHR
MISS SUSAN CHIN
MR NICHOLAS HORTON-JONES & MRS PETRA KOBZOVA
MR DANNY HAO YANG
MS FIONA JANET MCCALL
MR CHRISTOPHER PANG SHEN HUANG
MR JAN MARACH & MRS RENATA MARACH
MR CAMPBELL ERNEST WATKINS
FIRE & METAL PTY LTD
105,000,000
12,101,493
12,000,000
10,375,000
10,000,000
9,501,202
9,320,687
9,005,062
8,000,000
7,500,000
6,878,744
6,282,676
6,000,000
5,778,888
5,769,000
5,667,118
5,500,000
5,162,039
5,080,000
5,000,000
5,000,000
9.51%
1.10%
1.09%
0.94%
0.91%
0.86%
0.84%
0.82%
0.72%
0.68%
0.62%
0.57%
0.54%
0.52%
0.52%
0.51%
0.50%
0.47%
0.46%
0.45%
0.45%
(c) Twenty largest holders of quoted option holders (“IAMOA”)
KAYMEL PTY LTD
254,921,909
23.10%
Number held
Percentage
%
16,825,000
6.77%
INTIGER GROUP LIMITED (formerly Star Striker Limited)
49
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585
ASX ADDITIONAL INFORMATION
MRS REBECCA MARION CHAN
MR DOMENIC MARINO
FIRE & METAL PTY LTD
MR SUFIAN AHMAD
MISS SUSAN CHIN
MRS SIMIDA COST
GEOLOG PTY LTD
MRS KIMBERLY ANN WHITTY
MR ADRIAN COST
MR KERRY GILBERT PARKIN & MS JANINE SUE PRENTICE
MR DAVID GUAN HUA NG
MS BRIGID ELIZABETH WHEELER
MR YILMAZ BALCIOGLU
SW SUPER INVESTMENTS PTY LTD
MRS KRISTIN EILEEN FRANCO
MR KARL EDWARD MOELLER
MR DARREN FINNIN
MRS SABRINA CHERYL JANE REEVES
MR BRIAN CATHERINE
(d) Substantial holders
Substantial holders in the company are set out below:
Ordinary shares
MR MATHEW DONALD WALKER
(e) Voting rights
All ordinary shares carry one vote per share without restriction.
12,270,000
11,705,977
11,092,500
9,500,000
8,000,000
7,000,000
5,250,000
5,004,584
5,000,000
4,860,359
4,193,684
4,126,538
3,962,667
3,715,750
3,354,473
3,300,000
3,000,000
2,718,884
2,671,368
4.93%
4.71%
4.46%
3.82%
3.22%
2.82%
2.11%
2.01%
2.01%
1.95%
1.69%
1.66%
1.59%
1.49%
1.35%
1.33%
1.21%
1.09%
1.07%
127,551,784
51.30%
Number
held
Percentage
105,000,000
9.51%
(f) Business Objective
The Company has used its cash and assets that are readily convertible to cash in a way consistent with its business
objectives.
INTIGER GROUP LIMITED (formerly Star Striker Limited)
50
ANNUAL FINANCIAL REPORT 30 June 2017
ABN 71 098 238 585