ANNUAL REPORT 30 June 2019 ANNUAL REPORT 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Corporate directory Current Directors Patrick Canion Mark Fisher Greg Gaunt Company Secretary Stephen Buckley Non-executive Chairman Non-executive Director Non-executive Director Registered Office Street: Barringtons House 283 Rokeby Road SUBIACO WA 6008 Share Registry Automic Street: Level 2, 267 St Georges Terrace PERTH WA 6000 Postal: PO Box 52 Postal: PO Box 2226 WEST PERTH WA 6872 STRAWBERRY HILLS NSW 2012 Telephone: +61 (0)8 6141 3500 Facsimile: +61 (0)8 9481 1947 Email: info@wolfstargroup.com.au Website: www.intigergrouplimited.com.au Telephone: 1300 288 664 or +61 2 9698 5414 Website: www.automic.com.au Auditors Solicitors to the Company Bentleys Audit & Corporate (WA) Pty Ltd Squire Patton Boggs Level 3, 216 St Georges Terrace Level 21, 300 Murray Street PERTH WA 6000 Perth WA 6000 Telephone: +61 (0)8 9226 4500 Securities Exchange Australian Securities Exchange Level 40, Central Park, 152-158 St Georges Terrace Perth WA 6000 Telephone: Telephone: 131 ASX (131 279) (within Australia) +61 (0)2 9338 0000 Facsimile: Website: ASX Code +61 (0)2 9227 0885 www.asx.com.au IAM P a g e | i ANNUAL REPORT 30 June 2019 Contents INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Operations review ................................................................................................................................................................. 1 Directors' report .................................................................................................................................................................... 2 Auditor's independence declaration .................................................................................................................................... 13 Consolidated statement of profit or loss and other comprehensive income ...................................................................... 14 Consolidated statement of financial position ..................................................................................................................... 15 Consolidated statement of changes in equity ..................................................................................................................... 16 Consolidated statement of cash flows ................................................................................................................................. 17 Notes to the consolidated financial statements .................................................................................................................. 18 Directors' declaration .......................................................................................................................................................... 51 Independent auditor's report .............................................................................................................................................. 52 Corporate governance statement ........................................................................................................................................ 57 Additional Information for Listed Public Companies ........................................................................................................... 65 P a g e | ii INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Operations review ANNUAL REPORT 30 June 2019 Intiger Group Limited (ASX: IAM) (Intiger or the Company), is pleased to present its full year results for the year ended 30 June 2019 (FY19). During the full year ending 30 June 2019, The Company completed the following operation and financial activities: On 22 August 2018, Intiger successfully raised AUD$3 million dollars through institutional and sophisticated and investor placement. On 14 November 2018, Mr George Jaja was appointed as Chief Executive Officer and Mr Charles Blake as General Manager, Sales and Marketing. On 21 January 2019 Mr George Jaja and team released Intiger’s Strategic Plan Update which included the continued development of BOOM software as a leading advice process solution, a refresh of the corporate brand extending to the website, BOOM software, and marketing material, as well as continuing progress towards building a formal relation with the CBA beyond pilot period. On 27 February 2019, the company appointed Mr Greg Gaunt as a Non-Executive Director of the Company effective from 1 March 2019. Greg is a former Executive Chairman of the law firms Lavan and HHG Legal Group. On 30 April 2019, the Company provided a Business Update which included progress towards the Intensive Training Program in Cebu and Manila to quickly grow scale and BOOM development. On 23 May 2019, Intiger informed the market that the extension to the original pilot agreement with Commonwealth Financial Planning Limited announced on the 2 February 2018 was to formally conclude on the 31t May 2019, and the Company would not be entering into a commercial arrangement with Commonwealth Financial Planning Limited. This was despite meeting all required service standards, including strict quality metrics, turnaround times, and pipelines as determined by the Commonwealth Bank of Australia. On 29 May 2018, Intiger announced a shift in the future direction of the Company towards the marketing and development of BOOM software and commenced a significant reduction in the Company's Offshore Processing team to reduce costs. The scale down of the Offshore Team and venues have formally concluded. Intiger has also been in ongoing discussions with several parties regarding prospective acquisitions and/or joint ventures to bring scale and complementary benefits and services to the Company's operations. At this date no agreements have been reached and there is no certainty that these discussions will result in a transaction. P a g e | 1 ANNUAL REPORT 30 June 2019 Directors' report INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Your directors present their report on the consolidated entity, consisting of Intiger Group Limited (Intiger or the Company) and its controlled entities (collectively the Group), for the financial year ended 30 June 2019. Intiger is listed on the Australian Securities Exchange. 1. Directors The names of Directors in office at any time during or since the end of the year are: Mr Patrick Canion Mr Mark Fisher Mr Greg Gaunt Mr Tony Chong Non-executive Chairman Non-executive Director Non-executive Director (appointed 1 March 2019) Non-executive Director (resigned 1 March 2019) Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. For additional information of Directors including details of the qualifications of Directors please refer to paragraph 6 Information relating to the directors of this Directors Report. Company Secretary 2. The following person held the position of Company Secretary at the end of the financial year: Mr Stephen Buckley Appointed 4 April 2018 Qualifications Experience GAICD Stephen has more than 35 years’ experience in financial markets having worked in both Australia and New Zealand. He is a Graduate of the Australian Institute of Company Directors and is the Managing Director of a company which specialises in providing company secretarial, corporate governance and corporate advisory 3. Dividends paid or recommended There were no dividends paid or recommended during the financial year ended 30 June 2019. Significant Changes in the state of affairs 4. During the year, the following changes in equity occurred, as detailed in the financial statements Note 7.1 Issued capital: the Company issued 300,000,000 fully paid ordinary shares at $0.01 per share; the Company bought back 440,000,000 Performance Shares and 60,000,000 Performance Share lapsed; and the Company issued 315,000,000 Options with an exercise price of $0.015, expiring 31 October 2020. There were no other significant changes to the state of affairs of the Group. 5. Operating and financial review 5.1. Nature of Operations Principal Activities Intiger operates an Australian software development house dedicated to supporting professional Financial Planners to meet the needs of their clients. This is done through reducing back office and operational costs. Intiger has developed and launched proprietary software platform BOOM2, which has been designed to digitalise and automate core components of the financial planning process including the production of automated statements of advice. BOOM2 also tracks key performance indicators of a financial planning practice and delivers oversight and control to both licensees and financial planning practices nationally. 5.2. Operations Review (refer Operations review of page 1) 5.3. Financial Review Operating results a. For the 2019 financial year the Group delivered a loss before tax of $4,894,020 (2018: $3,684,967 loss), due mainly to the impairment of intangibles assets of $2,042,887. The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. Details of the Company's assessment in this regard can be found in Note 22.1.3 Statement of significant accounting policies: Going Concern on page 46. P a g e | 2 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Directors' report b. Financial position ANNUAL REPORT 30 June 2019 The net assets of the Group have decreased from 30 June 2018 by $2,101,855 to $462,344 at 30 June 2019 (2018: $2,564,199), due mainly to the impairment of intangibles assets of $2,042,887. As at 30 June 2019, the Group's cash and cash equivalents decreased from 30 June 2018 by $404,021 to $674,542 at 30 June 2018 (2018: $1,078,563) and had working capital of $409,601 (2018: $579,848 working capital), as noted in Note 9. 5.4. Events Subsequent to Reporting Date There are no other significant after balance date events that are not covered in this Directors' Report or within the financial statements at Note 13 Events subsequent to reporting date. 5.5. Future Developments, Prospects and Business Strategies Likely developments, future prospects and business strategies of the operations of the Group and the expected results of those operations have not been included in this report as the Directors believe that the inclusion of such information would be likely to result in unreasonable prejudice to the Group. 5.6. Environmental Regulations The Group's operations are not subject to significant environmental regulations in the jurisdictions it operates in, namely Australia. The Directors have considered the enacted National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which introduced a single national reporting framework for the reporting and dissemination of information about the greenhouse gas emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the Directors have determined that the NGER Act has no effect on the Company for the current, nor subsequent, financial year. The Directors will reassess this position as and when the need arises. 6. Information relating to the directors Mr Patrick Canion Non-executive Chairman Qualifications Experience MAppFin, GAICD, FFinsia 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 has a Masters of Applied Finance and Investment. He is also a Fellow of the Financial Services Institute of Australia and a Graduate member of the Australian Institute of Company Directors. Patrick is a Fellow 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. Interest in Shares and Options 1,455,215 Ordinary Shares 17,500,000 Options Directorships held in other listed entities None P a g e | 3 ANNUAL REPORT 30 June 2019 Directors' report Mr Mark Fisher Non-Executive Director INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Experience and qualifications For the last 20 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. Interest in Shares and Options Directorships held in other listed entities 15,000,000 Options None Mr Greg Gaunt Non-Executive Director (appointed 1 March 2019) Qualifications Experience and qualifications B.Juris and LL.B Greg is a former Executive Chairman of the law firms Lavan and HHG Legal Group and possesses longstanding experience in the management of law firms where he attained broad business experience across many different sectors. Greg graduated from the University of Western Australia and currently sits on the Curtin Business School Asia Business Advisory Board and the Advisory Board of the Catholic Development Fund. Interest in Shares and Options Directorships held in other listed entities Nil None Mr Tony Chong Non-executive Director (resigned 1 March 2019) Qualifications Experience LLB(Hons), BCom, MTax Tony is a partner of Squire Patton Boggs. As a corporate and tax law specialist (with CPA and Tax Institute accreditation), Tony focuses on mid-market corporate advisory and mergers and acquisitions. He has specialist knowledge in corporate, tax and fund structures, foreign investment issues particularly from Asia (including FIRB) and regularly advises clients on funds establishment and management particularly in the technology, agriculture and property sectors. Tony provides advice in the technology sector including crowd funding and the regulatory framework concerning cryptocurrencies. He also advises on AFSL and regulatory matters relating to the financial services sector. Previously, Tony spent a number of years as Group Counsel at the Griffin Group, a diversified conglomerate with more than AU$3 billion in assets internationally. Since returning to private practice, he has undertaken a range of leadership roles, including as group lead of a corporate team and head of an Asia desk. Tony also holds a number of non- executive board positions. A recognised mentor to ethnic leaders, Tony has been an active participant in the WA State Government’s Diversification of Boards program and is the Vice President of the WA Chinese Chamber of Commerce. Interest in Shares and Options Nil Directorships held in other listed entities Former Chairman of TV2U International Limited (2016) P a g e | 4 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Directors' report ANNUAL REPORT 30 June 2019 7. Meetings of directors and committees During the financial year ten meetings of Directors (including committees of Directors) were held. Attendances by each Director during the year are stated in the following table. DIRECTORS' MEETINGS REMUNERATION AND NOMINATION COMMITTEE FINANCE AND OPERATIONS COMMITTEE AUDIT COMMITTEE Number eligible to attend Number Attended Number eligible to attend Number Attended Number eligible to attend Number Attended Number eligible to attend Number Attended Patrick Canion Mark Fisher Greg Gaunt Tony Chong 10 10 2 8 10 7 2 8 8. Indemnifying officers or auditor 8.1. Indemnification At the date of this report, the Remuneration, Audit, Nomination, and Finance and Operations Committees comprise the full Board of Directors. The Directors believe the Company is not currently of a size nor are its affairs of such complexity as to warrant the establishment of these separate committees. Accordingly, all matters capable of delegation to such committees are considered by the full Board of Directors. The Company has entered an Indemnity, Insurance and Access Deed with each Director. Pursuant to the Deed: The Director is indemnified by the Company against any liability incurred in that capacity as an officer of the Company to the maximum extent permitted by law subject to certain exclusions. The Company must keep a complete set of company documents until the later of: a. The date which is seven years after the Director ceases to be an officer of the Company; and b. The date after a final judgment or order has been made in relation to any hearing, conference, dispute, enquiry or investigation in which the Director is involved as a party, witness or otherwise because the Director is or was an officer of the Company (Relevant Proceedings). The Director has the right to inspect and copy a Company document in connection with any relevant proceedings during the period referred to above. Subject to the next sentence, the Company must maintain an insurance policy insuring the Director against liability as a director and officer of the Company while the Director is an officer of the Company and until the later of: a. b. The date any Relevant Proceedings commenced before the date referred to above have been finally resolved. The date which is seven years after the Director ceases to be an officer of the Company; and The Company may cease to maintain the insurance policy if the Company reasonably determines that the type of coverage is no longer available. The Company has not entered into any agreement with its current auditors indemnifying them against any claims by third parties arising from their report on the financial report. 8.2. Insurance premiums During the year the Company paid insurance premiums to insure directors and officers against certain liabilities arising out of their conduct while acting as an officer of the Group. In accordance with the policy, the amount of premium cannot be disclosed. P a g e | 5 ANNUAL REPORT 30 June 2019 Directors' report 9. Options 9.1. Unissued shares under option INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 At the date of this report, the un-issued ordinary shares of Intiger Group Limited under option (listed and unlisted) are as follows: Grant Date Date of Expiry Exercise Price 31 August 2016 30 June 2020 21 April 2017 30 June 2020 22 June 2018 30 June 2020 29 August 2018 31 October 2020 11 October 2018 31 October 2020 $0.020 $0.020 $0.025 $0.015 $0.015 Number under Option 100,000,000 40,000,000 55,000,000 105,000,000 210,000,000 510,000,000 No person entitled to exercise the option has or has any right by virtue of the option to participate in any share issue of any other body corporate. 9.2. Shares issued on exercise of options There were no exercises of options either during the financial year or since the end of the financial year. 10. Non-audit services During the year, Bentleys, the Company’s auditor, did not perform any services other than their statutory audits (2018: $nil). Details of remuneration paid to the auditor can be found within the financial statements at Note 17 Auditor's Remuneration. In the event that non-audit services are provided by Bentleys, the Board has established certain procedures to ensure that the provision of non-audit services are compatible with, and do not compromise, the auditor independence requirements of the Corporations Act 2001. These procedures include: non-audit services will be subject to the corporate governance procedures adopted by the Company and will be reviewed by the Board to ensure they do not impact the integrity and objectivity of the auditor; and ensuring non-audit services do not involve reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards. 11. Proceedings on behalf of 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. 12. Auditor's independence declaration The lead auditor's independence declaration under section 307C of the Corporations Act 2001 (Cth) for the year ended 30 June 2019 has been received and can be found on page 13 of the annual report. P a g e | 6 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Directors' Report 13. Remuneration report (audited) ANNUAL REPORT 30 June 2019 The information in this remuneration report has been audited as required by s308(3C) of the Corporations Act 2001. 13.1. Key management personnel (KMP) KMP have authority and responsibility for planning, directing and controlling the activities of the Group. KMP comprise the directors of the Company and key executive personnel: Mr Patrick Canion Mr Mark Fisher Non-executive Chairman Non-executive Director Mr Greg Gaunt Mr Tony Chong Mr George Jaja Non-executive Director (appointed 1 March 2019) Non-executive Director (resigned 1 March 2019) Chief Executive Officer (appointed 14 November 2018) 13.2. Principles used to determine the nature and amount of remuneration The remuneration policy of the Company has been designed to ensure reward for performance is competitive and appropriate to the result delivered. The framework aligns executive reward with the creation of value for shareholders, and conforms to market best practice. The Board ensures that Director and executive reward satisfies the following key criteria for good reward government practices: Competitiveness and reasonableness; Acceptability to the shareholder; Performance; Transparency; and Capital management. The remuneration policy has been tailored to increase the direct positive relationship between shareholders' investment objectives and Directors' and Executives' performance. Currently, this is facilitated through the issues of options to the majority of Directors and Executives to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth. The Board's policy for determining the nature and amount of remuneration for Board members and Senior Executive of the Company is as follows: a. Executive Directors and other Senior Executives The Company’s remuneration policy for executive directors and senior management is designed to promote superior performance and long-term commitment to the Company. Executives receive a base remuneration which is market related and may receive performance-based remuneration. The Board reviews Executive packages annually by reference to the Company's performance, executive performance, and comparable information from industry sectors and other listed companies in similar industries. Executives are also entitled to participate in employee share and option schemes. b. Non-Executive Directors The Company's Constitution provides that Directors are entitled to be remunerated for their services as follows: The total aggregate fixed sum per annum to be paid to the Directors (excluding salaries of executive Directors) from time to time will not exceed the sum determined by the Shareholders in general meeting and the total aggregate fixed sum will be divided between the Directors as the Directors shall determine and, in default of agreement between them, then in equal shares. The Directors' remuneration accrues from day to day. The total aggregate fixed sum per annum which may be paid to non-executive Directors is $300,000. This amount cannot be increased without the approval of the Company's Shareholders. The Directors are entitled to be paid reasonable travelling, accommodation and other expenses incurred by them respectively in or about the performance of their duties as Directors. c. Fixed Remuneration Other than statutory superannuation contribution, no retirement benefits are provided for Executive and Non-Executive Directors of the Company. To align Directors' interests with shareholder interests, the Directors are encouraged to hold shares in the company. P a g e | 7 ANNUAL REPORT 30 June 2019 Directors' Report 13. Remuneration report (audited) INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 d. Performance Based Remuneration – Short-term and long-term incentive structure The Board will review short-term and long-term incentive structures from time to time. Any incentive structure will be aligned with shareholders' interests Short-term incentives No short-term incentives in the form of cash bonuses were granted during the year. Long-term incentives The Board has a policy of granting incentive options to executives with exercise prices above market share price. As such, incentive options granted to executives will generally only be of benefit if the executives perform to the level whereby the value of the Group increases sufficiently to warrant exercising the incentive options granted. The executive Directors will be eligible to participate in any short term and long-term incentive arrangements operated or introduced by the Company (or any subsidiary) from time to time. e. Service Contracts In accordance with the re-compliance prospectus for the purposes of satisfying Chapter 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 was engaged as Executive Director of the Company from the date of settlement. Remuneration and other terms of employment for the directors, KMP and the company secretary are formalised in contracts of employment. f. Engagement of Remuneration Consultants During the financial year, the Company did not engage any remuneration consultants. g. Relationship between Remuneration of KMP and Earnings In considering the Group’s performance and benefits for shareholders 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 ($) 2019 (0.30) 0.016 2018 (0.29) 0.016 2017 (0.40) 0.042 2016 (0.22) 0.026 2015 (0.26) 0.007 13.3. Directors and KMP remuneration Details of the remuneration of the Directors and KMP of the Group (as defined in AASB 124 Related Party Disclosures) are set out in the following table. 2019 – Group Group KMP Mark Fisher Patrick Canion Greg Gaunt(1) Tony Chong(2) George Jaja(3) Short-term benefits Salary, fees and leave $ 4,566 79,794 9,132 30,000 216,743 340,235 Profit share and bonuses $ - - - - - - Non- monetary $ - - - - - - Post- employment benefits Super- annuation $ 434 7,580 868 2,850 20,590 32,322 Other $ - - - - - - Long-term benefits Termination benefits Equity-settled share- based payments Total Other Equity Options $ - - - - - - $ - - - - - - $ - - - - - - $ - - - - - - $ 5,000 87,374 10,000 32,850 237,333 372,557 (1) Appointed 1 March 2019 (2) Resigned 1 March 2019 (3) Appointed 14 November 2018 P a g e | 8 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Directors' report 13. Remuneration report (audited) ANNUAL REPORT 30 June 2019 2018 – Group Group KMP Mark Fisher Patrick Canion Tony Chong(1) Mathew Walker(2) Short-term benefits Salary, fees and leave $ 228,125 54,795 35,833 5,000 323,753 Profit share and bonuses $ - - - - - Non- monetary $ - - - - - Post- employment benefits Super- annuation $ 19,000 5,205 1,187 - 25,392 Other $ - - - - - Long-term benefits Termination benefits Equity-settled share- based payments Total Other Equity Options $ - - - - - $ - - - - - $ - - - - - $ - - - - - $ 247,125 60,000 37,020 5,000 349,145 (1) Appointed 7 August 2017 (2) Resigned 7 August 2017 13.4. Service Agreements a. Executive Services Agreement (ESA) with Mr Mark Fisher The Company entered into an executive services agreement with Mark Fisher, pursuant to which Mr Fisher was engaged as Managing Director of the Company on and from the date of Settlement occurring under the ESA. The principal terms of the ESA were as follows: Initial term of 3 years commencing on the date of settlement. Salary of $250,000 per annum plus superannuation which will be reviewed annually by the Company in accordance with the policy of the Company for the annual review of salaries. The Company will reimburse Mr Fisher for all reasonable travelling, accommodation and general expenses incurred in the performance of his duties. Mr Fisher stepped down from his role as Managing Director effective 14 November 2018, remaining as a Non- Executive Director of the Company. b. Non-Executive Chairman appointment letter with Mr Patrick Canion The Company has entered into a Non-Executive Director letter agreement with Mr Patrick Canion. The Company has agreed to pay Mr Canion a director fee of $60,000 including superannuation per year for services provided to the Company as Non- Executive Chairman. c. Non-executive Director appointment letter with Mr Greg Gaunt The Company has entered into a Non-Executive Director letter agreement with Mr Greg Gaunt on 1 March 2019. The Company has agreed to pay Mr Gaunt a director fee of $40,000 including superannuation per year for services provided to the Company as Non-Executive Director. d. Non-executive Director appointment letter with Mr Mark Fisher The Company has entered into a Non-Executive Director letter agreement with Mr Mark Fisher on 14 November 2018. The Company has agreed to pay Mr Fisher a director fee of $30,000 including superannuation per year for services provided to the Company as Non-Executive Director. P a g e | 9 ANNUAL REPORT 30 June 2019 Directors' report INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 13. Remuneration report (audited) e. Executive Services Agreement (ESA) with Mr George Jaja The Company has entered into an executive services agreement with George Jaja, pursuant to which Mr Jaja will be engaged as Chief Executive Officer of the Company on and from the date of Settlement occurred under the ESA. The principal terms of the ESA are as follows: Initial term of 3 years commencing on the date of settlement. Salary of $250,000 per annum which includes the statutory required employee contribution for superannuation which will be reviewed annually by the Company in accordance with the policy of the Company for the annual review of salaries. The Company will reimburse Mr Jaja for all reasonable travelling, accommodation and general expenses incurred in the performance of his duties. 10,000,000 (ten million) unlisted options with an exercise price of $0.02 (2 cents) and an expiry date of 31 December 2022 with 50% vesting on 31 December 2020 and 50% on 31 December 2021 subject to Mr Jaja being employed by Intiger Group Limited at the time, subject to shareholders’ approval. 13.5. Share-based compensation No options were granted to the Directors during the year ended 30 June 2019 as part of their remuneration. There were no equity instruments issued during the year to Directors as a result of options exercised that had previously been granted as compensation. a. Securities Received that are not performance-related No members of KMP are entitled to receive securities that are not performance-based as part of their remuneration package. b. Options and Rights Granted as Remuneration No options or rights were granted as remuneration during 2019 (2018: nil). 13.6. KMP equity holdings a. Fully paid ordinary shares of Intiger Group Limited held by each KMP 2019 – Group Group KMP Patrick Canion Mark Fisher Greg Gaunt(1) Tony Chong(2) George Jaja(3) Balance at start of year / date of appointment No. 1,455,215 - - - - 1,455,215 Received during the year as compensation No. Received during the year on the exercise of options No. Received during the year on conversion of performance shares No. Other changes / resignation during the year No.(3) - - - - - - - - - - - - - - - - - - - - - - - - Balance at end of year No. 1,455,215 - - - - 1,455,215 (1) Appointed 1 March 2019 (2) Resigned 1 March 2019 (3) Appointed 14 November 2018 (4) Other changes during the year relate to acquisitions and disposals for KMP and their related parties. P a g e | 10 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Directors' report 13. Remuneration report (audited) ANNUAL REPORT 30 June 2019 b. Performance shares in Intiger Group Limited held by each KMP 2019– Group Group KMP Patrick Canion Mark Fisher(4) Greg Gaunt(1) Tony Chong(2) George Jaja(3) Balance at start of year No. - 440,000,000 - - - 440,000,000 Granted as Remuneration during the year No. Converted during the year No. Other changes during the year(4) No. Balance at end of year No. Vested and convertible No. Not Vested No. - - - - - - - - - - - - - (440,000,000) - - - (440,000,000) - - - - - - - - - - - - - - - - - - (1) Appointed 1 March 2019 (2) Resigned 1 March 2019 (3) Appointed 14 November 2018 (4) Other changes relate to the buy-back of performance shares as disclosed in Note 7.2.1 c. Options in Intiger Group Limited held by each KMP 2019 – Group Group KMP Patrick Canion Mark Fisher Greg Gaunt(1) Tony Chong(2) George Jaja(3) Balance at start of year No. 17,500,000 15,000,000 - - - 32,500,000 Granted as Remuneration during the year No. Exercised during the year No. Other changes/ resignation during the year No. - - - - - - - - - - - - - - - - - - Balance at end of year No. 17,500,000 15,000,000 - - - 32,500,000 Vested and Exercisable No. - - - - - - Not Vested No. 17,500,000 15,000,000 - - - 32,500,000 (1) Appointed 1 March 2019 (2) Resigned 1 March 2019 (3) Appointed 14 November 2018 13.7. Other Equity-related KMP Transactions There have been no other transactions involving equity instruments other than those described in the tables above relating to options, rights and shareholdings. P a g e | 11 ANNUAL REPORT 30 June 2019 Directors' report 13. Remuneration report (audited) INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 13.8. Other transactions with KMP and or their Related Parties During the 2019 financial year, the Group incurred the following amounts to related parties: Included in Employment related payables in note 5.5 are amounts payable to Mr Fisher in respect to accrued salary package. 30 June 2018 accrued salary is included in the Remuneration Report contained in the Directors' Report on page 8. Cicero Corporate Services Pty Ltd (Cicero), formerly an entity controlled by Mr Walker, provided financial services and company secretarial services to Intiger Group Limited. These services were provided indirectly by Mr Walker and were therefore not included in the Remuneration Report contained in the Directors' Report on page 8. Cicero ceased to be a related party in August 2017. Lavan Legal (Lavan), a law firm where Mr Chong was a partner, provided general legal services to the Group. These services were not provided by Mr Chong and were therefore not included in the Remuneration Report contained in the Directors' Report on page 8. Lavan ceased to be a related party in May 2017. Squire Patton Boggs, a law firm where Mr Chong is a partner, provided general legal services to the Group. These services were not provided by Mr Chong and were therefore not included in the Remuneration Report contained in the Directors' Report on page 8. Refer also Note 16 Related party transactions. END OF REMUNERATION REPORT 2019 $ 2018 $ 51,275 253,188 - - 22,078 63,122 34,828 5,719 This Report of the Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of directors made pursuant to s.298(2) of the Corporations Act 2001 (Cth). PATRICK CANION Chairman Dated this Monday, 23 September 2019 P a g e | 12 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 ANNUAL REPORT 30 June 2019 Auditor's independence declaration Under Section 307c Of The Corporations Act 2001 (Cth) To The Directors Of Intiger Group Limited TO BE RECEIVED FROM AUDITORS P a g e | 13 ANNUAL REPORT 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Consolidated statement of profit or loss and other comprehensive income for the year ended 30 June 2019 Continuing operations Revenue Other income Compliance costs Consulting fees Depreciation and amortisation Employment costs Finance costs Impairment Legal expenses Occupancy costs Professional fees Public relations, marketing and advertising Share-based payments expense Other expenses Loss before tax Income tax (expense) / benefit Net loss for the year Other comprehensive income, net of income tax Note 1.1 1.2 2019 $ 505,469 72,722 578,191 (81,725) (90,134) (939) 2018 $ 624,065 21,018 645,083 (69,530) (82,927) (489) 2.2 (2,083,668) (1,872,861) (4,558) 2.1 (2,042,887) (37,300) (363,703) (247,288) (37,800) - (482,209) 19 (852) - (61,454) (354,159) (305,615) (39,149) (561,983) (981,031) (4,894,020) (3,684,967) 4.1 ( 486) (2,068) (4,894,506) (3,687,035) Items that will not be reclassified subsequently to profit or loss - - Items that may be reclassified subsequently to profit or loss: Foreign currency movement Other comprehensive income for the period, net of tax (41,993) (41,993) 9,004 9,004 Total comprehensive income attributable to members of the parent entity (4,936,499) (3,678,031) (Loss) / profit for the period attributable to: Non-controlling interest Owners of the parent Total comprehensive income attributable to: Non-controlling interest Owners of the parent Earnings per share: Basic and diluted loss per share (cents per share) - - (4,894,506) (3,687,035) - - (4,936,499) (3,678,031) ₵ 18 (0.30) ₵ (0.29) The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes. P a g e | 14 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Consolidated statement of financial position as at 30 June 2019 Current assets Cash and cash equivalents Trade and other receivables Other assets Other financial assets Total current assets Non-current assets Trade and other receivables Property, plant, and equipment Intangible assets Total non-current assets Total assets Current liabilities Trade and other payables Short-term provisions Total current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity Note 5.1 5.2.1 5.3.1 5.4 5.2.2 6.1 6.2 5.5 6.3 ANNUAL REPORT 30 June 2019 2019 $ 674,542 105,362 9,100 - 2018 $ 1,078,563 120,529 49,848 - 789,004 1,248,940 52,139 604 47,253 1,448 - 1,935,650 52,743 1,984,351 841,747 3,233,291 325,472 53,931 379,403 606,249 62,843 669,092 379,403 669,092 462,344 2,564,199 7.1.1 7.4 46,069,891 43,322,215 3,030,316 2,980,941 (48,637,863) (43,738,957) 462,344 400,501 462,344 2,564,199 530,000 628,549 The consolidated statement of financial position is to be read in conjunction with the accompanying notes. P a g e | 15 ANNUAL REPORT 30 June 2019 Consolidated statement of changes in equity for the year ended 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Note Share-based Payments Reserve Foreign Currency Translation Reserve Accumulated Losses $ $ $ Issued Capital $ Total $ Balance at 1 July 2017 40,583,804 3,440,497 (18,872) (40,407,385) 3,598,044 Loss for the year attributable owners of the parent Other comprehensive income for the period attributable owners of the parent Total comprehensive income for the year attributable owners of the parent Transaction with owners, directly in equity - - - Shares issued during the year 7.1.1 2,738,411 - - - - Options granted during the year 7.3 Options exercised or expired during the year 7.3 - - 561,983 (1,011,671) - (3,687,035) (3,687,035) 9,004 - 9,004 9,004 (3,687,035) (3,678,031) - - - - - 2,738,411 561,983 355,463 (656,208) Balance at 30 June 2018 43,322,215 2,990,809 (9,868) (43,738,957) 2,564,199 Balance at 1 July 2018 43,322,215 2,990,809 (9,868) (43,738,957) 2,564,199 Loss for the year attributable owners of the parent Other comprehensive income for the year attributable owners of the parent Total comprehensive income for the year attributable owners of the parent Transaction with owners, directly in equity - - - Shares issued during the year 7.1.1 2,747,676 - - - - Options granted during the year Options exercised or expired during the year 7.3 7.2.1 - - 91,368 - - (4,894,506) (4,894,506) (41,993) - (41,993) (41,993) (4,894,506) (4,936,499) - - - - - (4,400) 2,747,676 91,368 (4,400) Balance at 30 June 2019 46,069,891 3,082,177 (51,861) (48,637,863) 462,344 The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes. P a g e | 16 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Consolidated statement of cash flows for the year ended 30 June 2019 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received ANNUAL REPORT 30 June 2019 Note 2019 $ 2018 $ 594,424 562,021 (3,843,236) (3,617,909) 5,747 16,005 Net cash (used in) / generated from operating activities 5.1.3a (3,243,065) (3,039,883) Cash flows from investing activities Purchase of property, plant, and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Capital raising costs Net cash provided by financing activities Net increase in cash and cash equivalents held Cash and cash equivalents at the beginning of the year Change in foreign currency held - - (1,937) (1,937) 3,000,000 2,082,203 (160,956) - 2,839,044 2,082,203 (404,021) (959,617) 1,078,563 2,038,180 - - Cash and cash equivalents at the end of the year - 5.1 674,542 1,078,563 The consolidated statement of cash flows is to be read in conjunction with the accompanying notes. P a g e | 17 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 In preparing the 2019 financial statements, Intiger Group Limited has grouped notes into sections under five key categories: Section A: How the numbers are calculated ........................................................................................................................ 19 Section B: Risk ...................................................................................................................................................................... 33 Section C: Group structure................................................................................................................................................... 37 Section D: Unrecognised items ............................................................................................................................................ 39 Section E: Other Information ............................................................................................................................................... 40 Significant accounting policies specific to each note are included within that note. Accounting policies that are determined to be non-significant are not included in the financial statements. The presentation of the notes to the financial statements has changed from the prior year and is supported by the IASB’s Disclosure Initiative. As part of this project, the AASB made amendments to AASB 101 Presentation of Financial Statements which have provided preparers with more flexibility in presenting the information in their financial reports. The financial report is presented in Australian dollars, except where otherwise stated. P a g e | 18 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 ANNUAL REPORT 30 June 2019 SECTION A. HOW THE NUMBERS ARE CALCULATED This section provides additional information about those individual line items in the financial statements that the directors consider most relevant in the context of the operations of the entity, including: (a) accounting policies that are relevant for an understanding of the items recognised in the financial statements. These cover situations where the accounting standards either allow a choice or do not deal with a particular type of transaction. (b) analysis and sub-totals. (c) information about estimates and judgements made in relation to particular items. Note 1 Revenue and other income 1.1 Revenue Service income 1.2 Other Income Interest income Research and development grant income Other income Note 1 Revenue and other income 1.3 Accounting policy 1.3.1 Revenue from contracts with customers 2019 $ 2018 $ 505,469 624,065 505,469 624,065 5,747 51,772 15,203 72,722 2019 $ 5,013 - 16,005 21,018 2018 $ Revenue is recognised on a basis that reflects the transfer of promised goods or services to customers at an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Revenue is recognised by applying a five-step process outlined in AASB 15 which is as follows: Step 1: Identify the contract with a customer; Step 2: Identify the performance obligations in the contract and determine at what point they are satisfied; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations; and Step 5: Recognise the revenue as the performance obligations are satisfied. Revenue is recognised when or as a performance obligation in the contract with customer is satisfied, i.e. when the control of the goods or services underlying the particular performance obligation is transferred to the customer. A performance obligation is a promise to transfer a distinct goods or service (or a series of distinct goods or services that are substantially the same and that have the same pattern of transfer) to the customer that is explicitly stated in the contract and implied in the Group's customary business practices. The Company provides software development to support the professional Financial Planners under fixed-price contracts. Revenue is recognised based on the actual service provided to the end of the reporting period. Revenue is recognised in the amount to which services have been rendered at a point in time. Customers are invoiced twice a month and consideration is payable when invoiced. Revenue is measured at the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised goods or services to the customers, excluding amounts collected on behalf of third parties such as sales taxes or services taxes. If the amount of consideration varies due to discounts, rebates, refunds, credits, incentives, penalties or other similar items, the Group estimates the amount of consideration to which it will be entitled based on the expected value or the most likely outcome. P a g e | 19 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 1 Revenue and other income (cont.) INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 If the contract with customer contains more than one performance obligation, the amount of consideration is allocated to each performance obligation based on the relative stand-alone selling prices of the goods or services promised in the contract. Revenue is recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The control of the promised goods or services may be transferred over time or at a point in time. The control over the goods or services is transferred over time and revenue is recognised over time if: i. the customer simultaneously receives and consumes the benefits provided by the Group's performance as the Group performs; ii. the Group's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or iii. the Group's performance does not create an asset with an alternative use and the Group has an enforceable right to payment for performance completed to date. Revenue for performance obligation that is not satisfied over time is recognised at the point in time at which the customer obtains control of the promised goods or services. 1.3.2 Interest income Interest revenue is recognised in accordance with Note 3.1 Finance income and expenses. 1.3.3 Change in Accounting Policy The effect of adopting AASB 15 did not have a significant impact to the Group. Note 2 Loss before income tax The following significant revenue and expense items are relevant in explaining the financial performance: 2.1 Impairment: ◼ Impairment of intangibles ◼ Impairment of other input taxes receivable 2.1.1 Accounting policy Impairment of financial assets a. Refer to note 5.6.1d Impairment of non-financial assets b. Refer to note 6.4.1 2.2 Employment costs ◼ Directors’ fees ◼ Increase / (decrease) in employee benefits provisions ◼ Superannuation expenses / (reimbursement) ◼ Wages and salaries ◼ Payroll tax ◼ Other employment related costs 2019 $ 2018 $ 1,935,650 107,237 2,042,887 - - - 2019 $ 123,493 39,876 102,347 2018 $ 193,780 52,667 136,453 1,679,855 1,432,780 31,627 106,470 30,570 26,611 2,083,668 1,872,861 P a g e | 20 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 2 Loss before income tax (cont.) 2.2.1 Accounting policy ANNUAL REPORT 30 June 2019 Short-term benefits a. Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees' services provided to the reporting date and are calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay at the reporting date including related on-costs, such as workers compensation insurance and payroll tax. Non-accumulating non-monetary benefits, such as medical care, housing, cars and free or subsidised goods and services, are expensed based on the net marginal cost to the Group as the benefits are taken by the employees. b. Other long-term benefits The Group's obligation in respect of long-term employee benefits other than defined benefit plans is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on-costs; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the Reserve Bank of Australia's cash rate at the report date that have maturity dates approximating the terms of the Company's obligations. Any actuarial gains or losses are recognised in profit or loss in the period in which they arise. c. Retirement benefit obligations: Defined contribution superannuation funds A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions onto a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution superannuation funds are recognised as an expense in the income statement as incurred. d. Termination benefits When applicable, the Group recognises a liability and expense for termination benefits at the earlier of: (a) the date when the Group can no longer withdraw the offer for termination benefits; and (b) when the Group recognises costs for restructuring pursuant to AASB 137 Provisions, Contingent Liabilities and Contingent Assets and the costs include termination benefits. In either case, unless the number of employees affected is known, the obligation for termination benefits is measured on the basis of the number of employees expected to be affected. Termination benefits that are expected to be settled wholly before 12 months after the annual reporting period in which the benefits are recognised are measured at the (undiscounted) amounts expected to be paid. All other termination benefits are accounted for on the same basis as other long-term employee benefits. e. Equity-settled compensation The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using the Black-Scholes pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to market conditions not being met. Note 3 Other Significant Accounting Policies related to items of profit and loss 3.1 Finance income and expenses Finance income comprises interest income on funds invested (including available-for-sale financial assets), gains on the disposal of available-for-sale financial assets and changes in the fair value of financial assets at fair value through profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Financial expenses comprise interest expense on borrowings calculated using the effective interest method, unwinding of discounts on provisions, changes in the fair value of financial assets at fair value through profit or loss and impairment losses recognised on financial assets. All borrowing costs are recognised in profit or loss using the effective interest method. Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in income in the period in which they are incurred. Foreign currency gains and losses are reported on a net basis. P a g e | 21 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 4 Income tax 4.1 Income tax (benefit) / expense Current tax Deferred tax Deferred income tax expense included in income tax expense comprises: Increase / (decrease) in deferred tax assets 4.5 (Increase) / decrease in deferred tax liabilities 4.2 Reconciliation of income tax expense to prima facie tax payable The prima facie tax payable/(benefit) on loss from ordinary activities before income tax is reconciled to the income tax expense as follows: Accounting loss before tax Prima facie tax on operating loss at 27.5% (2018: 27.5%) Add / (Less) tax effect of: Non-deductible expenses Non-assessable income Temporary differences not recognised Adjustments in the current year in relation to the deferred tax of previous years Effect of temporary differences that would be recognised directly in equity Other assessable income Income tax expense/(benefit) attributable to operating loss INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 2019 $ 486 - 486 - - - 2018 $ 2,068 - 2,068 - - - (4,894,020) (3,684,967) (1,345,856) (1,013,366) 353,832 (18,281) 385,148 - 1,046,965 628,218 32,729 (69,389) 486 486 % - - 2,068 2,068 % 4.3 The applicable weighted average effective tax rates attributable to operating profit are as follows: (0.01) (0.06) a. The tax rates used in the above reconciliations is the corporate tax rate of 27.5% payable by the Australian corporate entity on taxable profits under Australian tax law. There has been no change in this tax rate since the previous reporting year. b. The foreign tax payable relates to the Philippines entities, where the current corporate tax rate is 25%. The Philippines entities tax losses have unrecognised deferred tax assets in relation to unutilised tax losses carried forward for which no deferred tax asset has been recorded as it is not probable that taxable profit will be available in the foreseeable future. 4.4 4.5 Balance of franking account at year end of the parent nil nil Deferred tax assets / (liabilities) not brought to accounts Tax losses Temporary differences Net deferred tax assets 5,372,194 4,859,145 671,168 137,252 6,043,362 4,996,397 P a g e | 22 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 4 Income tax (cont.) 4.6 Tax losses and deductible temporary differences Unused tax losses and deductible temporary differences for which no deferred tax asset has been recognised, that may be utilised to offset tax liabilities: Tax losses Australia ANNUAL REPORT 30 June 2019 Note 2019 $ 2018 $ 18,165,293 18,165,293 18,165,293 18,165,293 Potential deferred tax assets attributable to tax losses have not been brought to account at 30 June 2019 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this point in time. These benefits will only be obtained if: i. the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss to be realised; ii. the company continues to comply with conditions for deductibility imposed by law; and iii. no changes in tax legislation adversely affect the Group in realising the benefit from the deductions for the loss. 4.7 Accounting policy 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. (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. 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 the statement of profit and loss and other comprehensive income. 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. Intiger Group Limited and its wholly owned Australian controlled entities have formed an income tax consolidated group under tax consolidation legislation. Intiger Group Limited is the head entity of the tax consolidated group. Members of the group are taxed as a single entity and the deferred tax assets and liabilities of the entities are set-off in the consolidated financial statements. P a g e | 23 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 4 Income tax (cont.) INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Note 2019 $ 2018 $ Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best estimates of directors. These estimates consider both the financial performance and position of the company as they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents that directors' best estimate, pending an assessment by tax authorities in relevant jurisdictions. Note 5 Financial assets and financial liabilities 5.1 Cash and cash equivalents Cash at bank 5.1.1 Reconciliation of cash Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows: Cash and cash equivalents 2019 $ 2018 $ 674,542 1,078,563 674,542 1,078,563 674,542 1,078,563 674,542 1,078,563 5.1.2 The Group's exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in Note 8 Financial risk management. 5.1.3 Cash Flow Information 2019 $ 2018 $ a. Reconciliation of cash flow from operations to loss after income tax Loss after income tax (4,894,506) (3,687,035) Cash flows excluded from loss attributable to operating activities - Non-cash flows in (loss)/profit from ordinary activities: - 489 - 939 2,042,887 - 561,983 (42,089) - (99,111) 42,906 (285,179) (8,912) (114,309) 25,216 125,789 47,984 - (3,243,065) - (3,039,883) - Depreciation and amortisation Impairment Share-based payments expensed Foreign exchange gain or loss Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries: Increase in receivables Decrease/(increase) in prepayments and other assets (Decrease)/increase in trade and other payables (Decrease)/increase in provisions Cash flow (used in)/generated from operations P a g e | 24 ANNUAL REPORT 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 5 Financial assets and financial liabilities (cont.) 5.1 Cash and cash equivalents (cont.) b. Credit and loan standby arrangement with banks The Group has no credit standby facilities. c. Non-cash investing and financing activities None 5.1.4 Accounting policy Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within short-borrowings in current liabilities on the Statement of financial position. 5.2 Trade and other receivables 5.2.1 Current Trade receivable Other receivables 5.2.2 Non-current Deposits Note 5.2.3 5.2.4 2019 $ 22,559 82,803 2018 $ 95,329 25,200 105,362 120,529 52,139 52,139 47,253 47,253 5.2.3 The Group's exposure to credit rate risk is disclosed in Note 8 Financial risk management. 5.2.4 The average credit period on sales of goods and rendering of services is 30 days. Interest is not charged. No allowance has been made for estimated irrecoverable trade receivable amounts arising from past sale of goods and rendering of services, determined by reference to past default experience. Amounts are considered as ‘past due’ when the debt has not been settled, within the terms and conditions agreed between the Group and the customer or counter party to the transaction. 5.2.5 Other receivables are non-interest bearing and expected to be received within 30 days. 5.2.6 Accounting policy 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. Collectability of trade and other receivables are reviewed on an ongoing basis. An impairment loss is recognised for debts which are known to be uncollectible. An impairment provision is raised for any doubtful amounts (see also Note 5.6.1d). P a g e | 25 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 5 Financial assets and financial liabilities (cont.) 5.2 Trade and other receivables (cont.) INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 The amount of the impairment loss is recognised in the statement of profit or loss and other comprehensive income 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 statement of profit or loss and other comprehensive income. 5.3 Other assets 5.3.1 Current Prepayments Other current assets GST and other input taxes receivable. Impairment of other input taxes receivable 5.4 Other financial assets 5.4.1 Current Cost Accumulated impairment losses Note 2019 $ 6,524 420 109,393 (107,237) 9,100 2019 $ 2018 $ 7,952 86 41,810 - 49,848 2018 $ 500,000 (500,000) 500,000 (500,000) - - 5.4.2 The financial instrument held as available for sale have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. Financial assets are classified as level 2. 5.4.3 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. As noted in note 13 Events subsequent to reporting date, subsequent to the balance date, the shares were converted into 2,403,847 ordinary shares valued at $0.015 per share in Stonehorse Energy Limited, an ASX listed entity (level 1). Included in the conversion are 1,201,924 unlisted options expiring 9 August 2021 at exercise price of $0.025 per option escrow until 9 August 2020 (level 2). P a g e | 26 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 5 Financial assets and financial liabilities (cont.) 5.5 Trade and other payables 5.5.1 Current Unsecured Trade payables Accruals Employment related payables Staff separation payments payable Related party payables ANNUAL REPORT 30 June 2019 5.5.2 5.5.3 16 2019 $ 2018 $ 45,596 111,159 59,225 108,929 563 71,001 317,727 216,241 - 1,280 325,472 606,249 5.5.2 Trade payables are non-interest bearing and usually settled within the lower of terms of trade or 30 days. 5.5.3 Included within the balance is an amount of $51,275 (2018: $253,188) payable to a current director. 5.5.4 The Group's exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed in Note 8 Financial risk management.. 5.5.5 Accounting policy a. 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. 5.6 Other Significant Accounting Policies related to Financial Assets and Liabilities 5.6.1 Investments and other financial assets a. Classification From 1 January 2018, the group classifies its financial assets in the following measurement categories: those to be measured subsequently at fair value (either through OCI or through profit or loss), and those to be measured at amortised cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The group reclassifies debt investments when and only when its business model for managing those assets changes. b. Recognition and derecognition Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership. c. Measurement At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest. P a g e | 27 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 5 Financial assets and financial liabilities (cont.) INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 5.6 Other Significant Accounting Policies related to Financial Assets and Liabilities (cont.) i. Debt instruments Subsequent measurement of debt instruments depends on the group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the group classifies its debt instruments: Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss. FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the statement of profit or loss. FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises. ii. Equity instruments The group subsequently measures all equity investments at fair value. Where the group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the group’s right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. d. Impairment From 1 January 2018, the group assesses on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Note 6 Non-financial assets and financial liabilities 6.1 Property, plant, and equipment Note Computer and Communication Equipment at cost Less: Accumulated Depreciation Total plant and equipment P a g e | 28 2019 $ 2,125 (1,521) 604 604 2018 $ 1,937 (489) 1,448 1,448 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 6 Non-financial assets and financial liabilities (cont.) 6.2 Intangible assets Intellectual property at cost Accumulated impairment Accumulated amortisation 6.2.1 Movements in Carrying Amounts Carrying amount at the beginning of the year Additions Disposals / write-offs Amortisation expense Carrying amount at the end of year 6.2.2 Accounting policy ANNUAL REPORT 30 June 2019 Note 2019 $ 2018 $ 1,935,650 1,935,650 (1,710,823) (224,827) - - - 1,935,650 Intellectual Property $ Total $ 1,935,650 1,935,650 - - (1,710,823) (1,710,823) (224,827) (224,827) - - Intangible assets acquired separately a. Intangible assets are initially measured at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impaired 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. b. Intangible assets acquired in a business combination 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. c. Subsequent measurement The following useful lives are used in the calculation of amortisation: Intellectual property 6.2.3 Key estimates – Impairment of intangible assets 2019 % 20.00 2018 % - 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. Due to the conclusion of the Commonwealth Financial Planning Pilot agreement on 23 May 2019, the Directors took an assessment of the value in use (VIU) of the Intiger Platform as determined that future cash-flows did not support the carrying value of the asset. As a consequent, the asset was fully impairment for this financial year. P a g e | 29 ANNUAL REPORT 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 6 Non-financial assets and financial liabilities (cont.) 6.3 Provisions 6.3.1 Current Provision for employee entitlements 6.3.2 Description of provisions Note 6.3.2 2019 $ 53,931 53,931 2018 $ 62,843 62,843 Provision for employee benefits represents amounts accrued for annual leave (AL) and long service leave (LSL). The current portion for this provision includes the total amount accrued for AL entitlements and the amounts accrued for LSL entitlements that have vested due to employees having completed the required period of service. The Group does not expect the full amount of AL or LSL balances classified as current liabilities to be settled within the next 12 months. However, these amounts must be classified as current liabilities since the Group does not have an unconditional right to defer the settlement of these amounts in the event employees wish to use their leave entitlement. 6.3.3 Accounting policy Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement. Provisions are measured at the present value or management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as an interest expense. 6.4 Other Significant Accounting Policies related to Non-Financial Assets and Liabilities 6.4.1 Impairment of non-financial assets The carrying amounts of the Group's non-financial assets, other than deferred tax assets (see accounting policy at note 4.7) are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset's recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment losses are recognised in the income statement, unless the asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through the income statement. Impairment losses recognised in respect of cash- generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. The recoverable amount of an asset or cash-generating unit is the greater of its 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 an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash- generating unit to which the asset belongs. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation and amortisation, if no impairment loss had been recognised. P a g e | 30 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 7 Equity ANNUAL REPORT 30 June 2019 7.1 Issued capital Note 2019 No. 2018 No. 2019 $ 2018 $ Fully paid ordinary shares at no par value 1,677,895,817 1,377,895,817 46,069,891 43,322,215 7.1.1 Ordinary shares At the beginning of the year Shares issued during the year: Option Conversion Tranche 1 Placement at $0.01 Tranche 2 Placement at $0.01 Transaction costs relating to share issues 2019 No. 2018 No. 2019 $ 2018 $ 1,377,895,817 1,117,620,396 43,322,215 40,583,804 - 260,275,421 - 2,738,411 100,000,000 200,000,000 - - - - 1,000,000 2,000,000 (252,324) - - - At reporting date 1,677,895,817 1,377,895,817 46,069,891 43,322,215 7.1.2 Accounting policy Ordinary issued capital is recorded at the consideration received. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any related income tax benefit. Ordinary issued capital bears no special terms or conditions affecting income or capital entitlements of the shareholders. 7.2 Performance Shares 2019 No. 2018 No. 2019 $ 2018 $ Performance shares - 500,000,000 At the beginning of the period Performance shares issued/(lapsed) during the year: 500,000,000 500,000,000 Selective Buy Back 7.2.1 (440,000,000) (60,000,000) - 500,000,000 - - Lapsed At reporting date - - - - - - - - - - 7.2.1 During the year the company undertook a selective buy back of 440,000,000 performance shares at $0.00001 per share 7.2.2 As at 30 June 2019, the 60,000,000 performance shares on issue, being 30,000,000 Class A Performance Shares and 30,000,000 Class B Performance Shares were lapsed due to the milestones have not been met. P a g e | 31 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 2019 No. 2018 No. 2019 $ 2018 $ 510,000,000 195,000,000 3,082,176 2,990,809 195,000,000 412,180,061 2,990,809 3,440,497 7.3 Options Options At the beginning of the period Options issued/(lapsed) during the year: 2.50₵ options, expiry: 30.06.2020 Options lapsed Options exercised - - - 55,000,000 (11,904,640) (260,275,421) 1.50₵ free attaching options options, expiry 31.10.2020 1.50₵ options, expiry 31.10.2020 1.50₵ free attaching options options, expiry 31.10.2020 1.50₵ options, expiry 31.10.2020 100,000,000 19.1 5,000,000 200,000,000 19.1 10,000,000 - - - - - - - - 30,916 - 60,451 561,983 - (1,011,671) - - - - At reporting date 510,000,000 195,000,000 3,082,176 2,990,809 7.4 Reserves Foreign currency translation reserve Share-based payment reserve 7.4.1 7.4.2 2019 $ (51,861) 2018 $ (9,868) 3,082,177 2,990,809 3,030,316 2,980,941 7.4.1 Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. 7.4.2 Share-based payment reserve (formerly Option reserve) The share-based payment reserve records the value of options and performance rights issued the Company to its employees or consultants. P a g e | 32 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 ANNUAL REPORT 30 June 2019 SECTION B. RISK This section of the notes discusses the Group’s exposure to various risks and shows how these could affect the Group’s financial position and performance. Note 8 Financial risk management 8.1 Financial Risk Management Policies This note presents information about the Group's exposure to each of the above risks, its objectives, policies and procedures for measuring and managing risk, and the management of capital. The Group's financial instruments consist mainly of deposits with banks, short-term investments, and accounts payable and receivable. The Group does not speculate in the trading of derivative instruments. A summary of the Group's Financial Assets and Liabilities is shown below: Floating Interest Rate $ Financial Assets Cash and cash equivalents 674,542 Trade and other receivables - Total Financial Assets 674,542 Financial Liabilities Financial liabilities at amortised cost Trade and other payables Total Financial Liabilities Net Financial Assets / (Liabilities) - - 674,542 Fixed Interest Rate $ - - - - - - Non- interest Bearing $ 2019 Total $ Floating Interest Rate $ - 674,542 1,078,563 157,501 157,501 - 157,501 832,043 1,078,563 325,472 325,472 325,472 325,472 - - (167,971) 506,571 1,078,563 8.2 Specific Financial Risk Exposures and Management Fixed Interest Rate Non- interest Bearing 2018 Total $ 1,078,563 $ - 167,782 167,782 167,782 1,246,345 606,249 606,249 606,249 606,249 (438,467) 640,096 $ - - - - - - The main risk the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate, foreign currency risk and equity price risk. The Board of directors has overall responsibility for the establishment and oversight of the risk management framework. The Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks in accordance with the Group's risk profile. This includes assessing, monitoring and managing risks for the Group and setting appropriate risk limits and controls. The Group is not of a size nor is its affairs of such complexity to justify the establishment of a formal system for risk management and associated controls. Instead, the Board approves all expenditure, is intimately acquainted with all operations and discuss all relevant issues at the Board meetings. The operational and other compliance risk management have also been assessed and found to be operating efficiently and effectively. 8.2.1 Credit risk Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group. The Group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the Group. The objective of the Group is to minimise the risk of loss from credit risk. Although revenue from operations is minimal, the Group trades only with creditworthy third parties. P a g e | 33 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 8 Financial risk management (cont.) INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is insignificant. The Group's maximum credit risk exposure is limited to the carrying value of its financial assets as indicated on the statement of financial position. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. Credit risk exposures The maximum exposure to credit risk is to its alliance partners and is limited to the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. Credit risk related to balances with banks and other financial institutions is managed by the Group in accordance with approved Board’s policy. Such policy requires that surplus funds are only invested with financial institutions residing in Australia, where ever possible. Impairment losses The ageing of the Group's trade and other receivables at reporting date was as follows: Trade receivables Not past due Past due up to 60 days Past due 60 days to 90 months Past due over 90 months Other receivables Not past due Total 8.2.2 Liquidity risk Gross 2019 $ 22,231 328 - - 22,559 82,803 105,362 Impaired 2019 $ Past due but not impaired 2019 $ Net 2019 $ - - - - - - 22,231 328 - - 22,559 82,803 105,362 - 328 - - 328 - 328 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 manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash and marketable securities are available to meet the current and future commitments of the Group. Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. Typically, the Group ensures that it has sufficient cash to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. The financial liabilities of the Group include trade and other payables as disclosed in the statement of financial position. All trade and other payables are non-interest bearing and due within 30 days of the reporting date. P a g e | 34 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 8 Financial risk management (cont.) Contractual Maturities ANNUAL REPORT 30 June 2019 The following are the contractual maturities of financial assets and liabilities of the Group: Within 1 Year Greater Than 1 Year 2019 $ 2018 $ 2019 $ 2018 $ Total 2019 $ 2018 $ Financial liabilities due for payment Trade and other payables 325,472 606,249 Total contractual outflows 325,472 606,249 Financial assets Cash and cash equivalents Trade and other receivables 674,542 157,501 1,078,563 167,782 Total anticipated inflows 832,043 1,246,345 Net inflow/(outflow) on financial instruments 506,571 640,096 - - - - - - - - - - - - 325,472 606,249 325,472 606,249 674,542 157,501 1,078,563 167,782 832,043 1,246,345 506,571 640,096 It is not expected that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts. 8.2.3 Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Board meets on a regular basis and considers the Group's interest rate risk. a. Interest rate risk Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The Group is also exposed to earnings volatility on floating rate instruments. Due to the low amount of debt exposed to floating interest rates, interest rate risk is not considered a high risk to the Group. Movement in interest rates on the Group's financial liabilities and assets is not material. b. Foreign exchange risk Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group. The Group has no material exposure to foreign exchange risk. c. Price risk Price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group does not presently hold material amounts subject to price risk. As such the Board considers price risk as a low risk to the Group. 8.2.4 Sensitivity Analyses The following table illustrates sensitivities to the Group's exposures to changes in interest rates. The table indicates the impact on how profit and equity values reported at balance sheet date would have been affected by changes in the relevant risk variable that management considers to be reasonably possible. These sensitivities assume that the movement in a particular variable is independent of other variables. Foreign exchange risk relates solely to the translation of the Group’s foreign subsidiary, and as such has no effect on profit. P a g e | 35 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 8 Financial risk management (cont.) a. Interest rates Year ended 30 June 2019 ±100 basis points change in interest rates Year ended 30 June 2018 ±100 basis points change in interest rates b. Foreign exchange Year ended 30 June 2019 ±10% of Australian dollar strengthening/weakening against the PHP Year ended 30 June 2018 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Profit $ Equity $ ± 6,745 ± 6,745 ± 10,786 ± 10,786 Profit $ Equity $ ± nil ± 2,137 ±10% of Australian dollar strengthening/weakening against the PHP ± nil ± 6,628 8.2.5 Net Fair Values a. Fair value estimation The fair values of financial assets and financial liabilities are presented in the table in Note 8.1 and can be compared to their carrying values as presented in the statement of financial position. Fair values are those amounts at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. Financial instruments whose carrying value is equivalent to fair value due to their nature include: Cash and cash equivalents; Trade and other receivables; and Trade and other payables. The methods and assumptions used in determining the fair values of financial instruments are disclosed in the accounting policy notes specific to the asset or liability. Note 9 Capital Management The Directors' objectives when managing capital are to ensure that the Group can maintain a capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the availability of liquid funds in order to meet its short-term commitments. The focus of the Group's capital risk management is the current working capital position against the requirements of the Group in respect to its operations, software developments programmes, and corporate overheads. The Group's strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. The working capital position of the Group were as follows: Cash and cash equivalents Trade and other receivables Other current assets Trade and other payables Current provisions Working capital position P a g e | 36 Note 5.1 5.2 5.3 5.5 6.3 2019 $ 674,542 105,362 9,100 (325,472) (53,931) 2018 $ 1,078,563 120,529 49,848 (606,249) (62,843) 409,601 579,848 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 ANNUAL REPORT 30 June 2019 SECTION C. GROUP STRUCTURE This section provides information which will help users understand how the group structure affects the financial position and performance of the group as a whole. In particular, there is information about: (a) changes to the structure that occurred during the year as a result of business combinations and the disposal of a discontinued operation (b) transactions with non-controlling interests, and (c) interests in joint operations. A list of significant subsidiaries is provided in note 16. This note also discloses details about the group’s equity accounted investments. Note 10 Interest in subsidiaries 10.1 Information about principal subsidiaries The subsidiaries listed below have share capital consisting solely of ordinary shares which are held directly by the Group and the proportion of ownership interest held equals the voting rights held by the Group. Investments in subsidiaries are accounted for at cost. Each subsidiaries country of incorporation is also its principal place of business: Intiger Asset Management Pty Ltd Intiger Asset Management Limited Lion 2 Business Process, Inc Country of Incorporation Australia Hong Kong Philippines Class of Shares Ordinary Ordinary Ordinary Percentage Owned 2019 100.0 100.0 100.0 2018 100.0 100.0 100.0 Note 11 Other Significant Accounting Policies related to Group Structure 11.1 Basis of consolidation As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the consolidated financial statements as well as their results for the year then ended. Where controlled entities have entered (left) the Consolidated Group during the year, their operating results have been included (excluded) from the date control was obtained (ceased). 11.1.1 Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control exists when the Group is exposed to variable returns from another entity and has the ability to affect those returns through its power over the entity. The Group measures goodwill at the acquisition date as: the fair value of the consideration transferred; plus the recognised amount of any non-controlling interests in the acquire; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less the net recognised amount of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration transferred does not include amounts related to settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. P a g e | 37 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Note 11 Other Significant Accounting Policies related to Group Structure 11.1.2 Subsidiaries Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance. A list of controlled entities is contained in Note 10 Interest In Subsidiaries of the financial statements. 11.1.3 Loss of control Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained. 11.1.4 Transactions eliminated on consolidation All intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. P a g e | 38 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 ANNUAL REPORT 30 June 2019 SECTION D. UNRECOGNISED ITEMS This section of the notes includes other information that must be disclosed to comply with the accounting standards and other pronouncements, but that is not immediately related to individual line items in the financial statements. Note 12 Commitments 12.1 Operating lease commitments - Group as lessee Within one year After one year but not more than five years After five years Total 2019 $ 6,787 - - 2018 $ 207,177 - - 6,787 207,177 The above lease was terminated in August 2019. A new lease was entered with a commitment amount of $22,000 within one year. 12.2 Capital commitments None. Note 13 Events subsequent to reporting date As detailed in note 5.4.3, on 9 August 2019, the Company’s impaired investment in Sugar Dragon Limited was converted into shares in in Stonehorse Energy Limited. Other than as noted in note 5.4.3, there has not been any other matter or circumstance that has arisen after balance date that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial periods. Note 14 Contingent liabilities On 30 May 2018, the Company received correspondence from the Inland Revenue Department in Hong Kong regarding its subsidiary Intiger Asset Management Limited (Hong Kong). The letter has requested the Company to provide details of any income derived outside of Hong Kong for the 2016 and 2017 financial year. The Company disputes this assessment as no revenue was earned in, or related to, this jurisdiction. Accordingly, the Company is investigating this disputed claim and has engaged external consultants to determine the potential tax exposure (if any). This contingent liability remains in place at 30 June 2019 There are no other contingent liabilities as at 30 June 2019 (2018: Nil). P a g e | 39 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 SECTION E. OTHER INFORMATION This section of the notes includes other information that must be disclosed to comply with the accounting standards and other pronouncements, but that is not immediately related to individual line items in the financial statements. Note 15 Key Management Personnel compensation (KMP) The names and positions of KMP are as follows: Mr Patrick Canion Mr Mark Fisher Mr Greg Gaunt Mr Tony Chong Mr George Jaja Non-executive Chairman Non-executive Director Non-executive Director (appointed 1 March 2019) Non-executive Director (resigned 1 March 2019) Chief Executive Officer (appointed 14 November 2018) Information regarding individual directors and executives’ compensation and some equity instruments disclosures as required by the Corporations Regulations 2M.3.03 is provided in the Remuneration report table on page 8. Short-term employee benefits Post-employment benefits Share-based payments Total Note 16 Related party transactions 2019 $ 340,235 32,322 - 2018 $ 323,753 25,392 - 372,557 349,145 Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Note 2019 $ 2018 $ Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Included in Employment related payables in note 5.5 are amounts payable to Mr Fisher in respect to accrued salary package. Accrued salary is included in the Remuneration Report contained in the Directors' Report on page 8. Cicero Corporate Services Pty Ltd (Cicero), formerly an entity controlled by Mr Walker, provided financial services and company secretarial services to Intiger Group Limited. These services were provided indirectly by Mr Walker and were therefore not included in the Remuneration Report contained in the Directors' Report on page 8. Cicero ceased to be a related party in August 2017. Lavan Legal (Lavan), a law firm where Mr Chong was a partner, provided general legal services to the Group. These services were not provided by Mr Chong and were therefore not included in the Remuneration Report contained in the Directors' Report on page 8. Lavan ceased to be a related party in May 2018. Squire Patton Boggs, a law firm where Mr Chong is a partner, provided general legal services to the Group. These services were not provided by Mr Chong and were therefore not included in the Remuneration Report contained in the Directors' Report on page 8. 51,275 253,188 - - 22,078 63,122 34,828 5,719 P a g e | 40 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 17 Auditor's remuneration Remuneration of the auditor for: Auditing or reviewing the financial reports: Bentleys HLB Mann Judd Note 18 Earnings per share (EPS) Note ANNUAL REPORT 30 June 2019 2019 $ 42,000 - 42,000 2019 $ 2018 $ - 63,070 63,070 2018 $ 18.1 Reconciliation of earnings to profit or loss Loss for the year (4,894,506) (3,687,035) Loss used in the calculation of basic and diluted EPS (4,894,506) (3,687,035) 2019 No. 2018 No. 18.2 Weighted average number of ordinary shares outstanding during the year used in calculation of basic EPS 1,605,643,070 1,265,131,594 Weighted average number of dilutive equity instruments outstanding 18.5 N/A N/A 18.3 Weighted average number of ordinary shares outstanding during the year used in calculation of basic EPS 1,605,643,070 1,265,131,594 18.4 Earnings per share Basic EPS (cents per share) Diluted EPS (cents per share) 2019 ₵ (0.30) N/A 18.5 18.5 2018 ₵ (0.29) N/A 18.5 As at 30 June 2019 the Group has 510,000,000 unissued shares under options (2018: 195,000,000) and nil performance shares on issue (2018: 500,000,000). The Group does not report diluted earnings per share on losses generated by the Group. During the 2019 year the Group's unissued shares under option and partly-paid shares were anti-dilutive. P a g e | 41 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 19 Share-based payments 19.1 Share-based payments: Share-based payment expense Net share-based payment recognised in Profit or Loss Share-based payment expense recognised in issued capital Expiration of vested share-based payments recognised in retained earnings INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Note 19.2 2019 $ - - 91,367 - 2018 $ 561,983 561,983 (656,208) (355,463) Gross share-based transactions 91,367 (449,688) 19.2 Share-based payment arrangements in effect during the period 19.2.1 Share-based payments recognised in issued capital Number under Option Date of Expiry Exercise Price Vesting Terms 5,000,000 (1) 10,000,000 (2) 31 October 2020 31 October 2020 $0.015 $0.015 Immediately upon issue Immediately upon issue 1 Unquoted options issued to the lead manager of the Tranche 1 raise of $1m. Unquoted exercisable at $0.015 on or before 31 October 2020. These options were valued as $30,916 on grant date. 2 Unquoted options issued to the lead manager of the Tranche 2 raise of $2m. Unquoted exercisable at $0.015 on or before 31 October 2020. These options were valued as $60,451 on grant date. 19.2.2 Share-based payments recognised in profit or loss in prior periods Number under Option Date of Expiry Exercise Price Vesting Terms 55,000,000 (1) 50,000,000 (1) 50,000,000 (2) 40,000,000 (3) 30 June 2020 30 June 2020 30 June 2020 30 June 2020 $0.025 $0.02 $0.02 $0.02 Immediately upon issue Immediately upon issue Immediately upon issue Immediately upon issue 1 Unquoted options issued pursuant to the Incentive Option Plan in consideration for services to be provided by certain employees of the Company. Unquoted exercisable at $0.025 on or before 30 June 2020. These options were valued as $561,983 on grant date. 2 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. 3 Unquoted options were issued as consideration for the purchase of Intiger Asset Management Pty Ltd and associated entities. These options were valued as $1,176,333 on grant date. 4 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; (ii) 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; (iii) 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 (iv) 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. These options were valued as $76,158 on grant date. P a g e | 42 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 19 Share-based payments (cont.) ANNUAL REPORT 30 June 2019 19.3 Movement in share-based payment arrangements during the period A summary of the movements of all Company options issued as share-based payments is as follows: 2019 2018 Number of Options Number of Options Weighted Average Exercise Price Weighted Average Exercise Price Outstanding at the beginning of the year 195,000,000 315,000,000 $0.0214 $0.0150 140,000,000 55,000,000 $0.0200 $0.0138 - - - - - - - - Granted Exercised Expired Outstanding at year-end 510,000,000 $0.0175 195,000,000 $0.0214 Exercisable at year-end 510,000,000 $0.0175 195,000,000 $0.0214 a. No options were exercised during the year. b. The weighted average remaining contractual life of options outstanding at year end was 1.21 years (2018: 2.00 years). The weighted average exercise price of outstanding shares at the end of the reporting period was $0.0175 (2018: $0.0214). c. The fair value of the options granted to employees is deemed to represent the value of the employee services received over the vesting period. 19.4 Fair value of options grants during the period The fair value of the options granted to employees is deemed to represent the value of the employee services received over the vesting period. The weighted average fair value of options granted during the year was $0.0060 (2018: $0.0102). These values were calculated using the Black-Scholes option pricing model, applying the following inputs to options issued this year: Grant date: Grant date share price: Option exercise price: 29 August 2018 11 October 2018 $0.013 $0.015 $0.013 $0.015 Number of options issued: 5,000,000 10,000,000 Expiry Date 31 October 2020 31 October 2020 Expected share price volatility: Risk-free interest rate: Value per option 91% 1.96% 91% 2.02% $0.0062 $0.0060 Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future movements. The life of the options is based on the historical exercise patterns, which may not eventuate in the future. 19.4.1 Accounting policy The grant-date fair value of equity-settled share-based payment arrangements granted to holders of equity-based instruments (including employees) are generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. P a g e | 43 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 19 Share-based payments (cont.) INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 For share-based payment awards with non-market conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. In determining the fair value of share-based payments granted, a key estimate and judgement is the volatility input assumed within the pricing model. The Company uses historical volatility of the Company to determine an appropriate level of volatility expected, commensurate with the expected instrument’s life 19.4.2 Key estimate The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option pricing model, using the assumptions detailed above. Note 20 Operating segments 20.1 Identification of reportable segments The Group has identified its operating segment based on the internal reports that are reviewed and used by the Board of Directors in assessing performance and determining the allocation of resources. 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. 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. 20.2 Basis of accounting for purposes of reporting by operating segments 20.2.1 Accounting policies adopted 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. 2019 $ 2018 $ 511,716 511,716 629,078 629,078 646,076 195,669 4,945,233 213,200 841,745 5,158,433 20.3 Revenue by geographical region Revenue attributable to external customers is disclosed below, based on the location of the external customer: Australia Total revenue 20.4 Assets by geographical region The location of segment assets by geographical location of the assets is disclosed below: Australia Philippines Total assets P a g e | 44 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 20 Operating segments (cont.) 20.5 Major customers ANNUAL REPORT 30 June 2019 The Group has a number of customers to whom it provides services. The Group supplies a single external customer who accounts for 22% of the external revenue (2018: 16%). The next most significant client accounts of 19% (2018: 13%) of external revenue. Note 21 Parent entity disclosures Intiger Group Limited is the ultimate Australian parent entity and ultimate parent of the Group. Intiger Group Limited did not enter into any trading transactions with any related party during the year. 21.1 Financial Position of Intiger Group Limited Current assets Non-current assets Total assets Current liabilities Total liabilities Net assets Equity Issued capital Share-based payment reserve Accumulated losses Total equity 21.2 Financial performance of Intiger Group Limited Loss for the year Other comprehensive income Total comprehensive income 21.3 Guarantees 2019 $ 679,211 - 2018 $ 819,579 4,121,712 679,211 4,941,291 216,867 216,867 587,980 587,980 462,344 4,353,311 46,069,891 43,322,215 3,082,175 2,990,807 (48,689,722) (41,959,711) 462,344 4,353,311 2019 $ 2018 $ (6,730,011) (2,543,663) - - (6,730,011) (2,543,663) There are no guarantees entered into by Intiger Group Limited for the debts of its subsidiaries as at 2019 (2018: none). 21.4 Contractual commitments The parent company has no capital commitments at 2019 (2018: $nil). The parent company other commitments are disclosed in Note 12 Commitments. 21.5 Contingent liabilities There are no guarantees entered into by Intiger Group Limited for the debts of its subsidiaries as at 2019 (2018: none). P a g e | 45 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 22 Statement of significant accounting policies INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements to the extent they have not already been disclosed in the other notes above. These policies have been consistently applied to all the years presented, unless otherwise stated. 22.1 Basis of preparation 22.1.1 Reporting Entity Intiger Group Limited (Intiger or the Company) is a listed public company limited by shares, domiciled and incorporated in Australia. These are the consolidated financial statements and notes of Intiger and controlled entities (collectively the Group). The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity. The Group is a for-profit entity and is primarily involved in the financial services industry. The separate financial statements of Intiger, as the parent entity, have not been presented with this financial report as permitted by the Corporations Act 2001 (Cth). 22.1.2 Basis of accounting These financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board (AAS Board) and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and the Corporations Act 2001 (Cth). Australian Accounting Standards (AASBs) set out accounting policies that the AAS Board has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with AASBs ensures that the financial statements and notes also comply with IFRS as issued by the IASB. The financial statements were authorised for issue on 23 September 2019 by the directors of the Company. 22.1.3 Going Concern The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Group incurred a loss for the year of $4,894,506 (2018: $3,687,035 loss) and a net cash out-flow from operating activities of $3,243,065 (2018: $3,039,883 out-flow). As at 30 June 2019, the Company working capital of $409,601 (2018: $579,848 working capital), as disclosed in Note 9 of the Issued capital note. This financial report is prepared on the going concern basis, which contemplates continuity of normal business activities and realisation of assets and settlement of liabilities in the ordinary course of business. The ability of the Group to continue to pay its debts as and when they fall due is dependent upon the Group's ability to generate positive cash flows through its existing business and/ or raising of further equity. The directors have prepared a cash flow forecast, which indicates that the Consolidated Group will have sufficient cash flows to meet all commitments and working capital requirements for the 12-month period from the date of signing this financial report. Based on the cash flow forecast and other factors referred to above, the directors are satisfied that the going concern basis of preparation is appropriate. In particular, given the Company’s history of raising capital to date, the directors are confident of the Company’s ability to raise additional funds as and when they are required. Should the Group’s cash flows deviate from the cash flow forecast, a material uncertainty will exist that cast significant doubt on the Group’s ability to continue as a going concern and it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or to the amount and classification of liabilities that might result should the Group be unable to continue as a going concern and meet its debts as and when they fall due. 22.1.4 Comparative figures Where required by AASBs comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statements is presented. P a g e | 46 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 22 Statement of significant accounting policies 22.1.5 New and Amended Standards Adopted by the Group ANNUAL REPORT 30 June 2019 The Group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 July 2018: AASB 9 Financial Instruments; AASB 15 Revenue from Contracts with Customers; AASB 2016-5 Amendments to Australian Accounting Standards - Classification and Measurement of Share-based Payment Transactions; Interpretation 22 Foreign Currency Transactions and Advance Consideration. AASB 2018-1 Amendments to Australian Accounting Standards - Annual Improvements 2015- 2017 Cycle. The classification and measurement requirements of AASB 9 did not have a significant impact to the Group. The effects upon the adoption of AASB 15 did not have a significant impact to the Group. 22.2 Goods and Services Tax (GST) Revenues, expenses, and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the Australian Taxation Office is included as a current asset or liability in the statement of financial position. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. 22.3 Foreign currency transactions and balances 22.3.1 Functional and presentation currency The functional currency of each of the Group's entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency. 22.3.2 Transaction and balances 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. 22.3.3 Group companies and foreign operations 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 year-end exchange rates prevailing at that reporting date; income and expenses are translated at average exchange rates for the period; and retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations are transferred directly to the Group's foreign currency translation reserve in the statement of financial position. These differences are recognised in the profit or loss in the period in which the operation is disposed. 22.4 Use of estimates and judgments The preparation of consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. P a g e | 47 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 22 Statement of significant accounting policies INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Judgements made by management in the application of AASBs that have significant effect on the consolidated financial statements and estimates with a significant risk of material adjustment in the next year are discussed in Note 22.4.1. 22.4.1 Critical Accounting Estimates and Judgments Management discusses with the Board the development, selection and disclosure of the Group's critical accounting policies and estimates and the application of these policies and estimates. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. a. Key estimate – Taxation Refer Note 4 Income Tax. b. Key estimate – Impairment of Impairment of intangibles and indefinite useful lives Refer Note 6.2 Intangible assets. c. Key estimate – Impairment of Share-based payments Refer Note 19 Share-based payments. 22.5 Fair Value 22.5.1 Fair Value of Assets and Liabilities The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable AASB. Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly unforced transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also considers a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. The fair value of liabilities and the entity's own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements. 22.5.2 Fair value hierarchy AASB 13 Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows: Level 1 Level 2 Level 3 Measurements based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Measurements based on unobservable inputs for the asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3. P a g e | 48 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 22 Statement of significant accounting policies ANNUAL REPORT 30 June 2019 The Group would change the categorisation within the fair value hierarchy only in the following circumstances: if a market that was previously considered active (Level 1) became inactive (Level 2 or Level 3) or vice versa; or if significant inputs that were previously unobservable (Level 3) became observable (Level 2) or vice versa. When a change in the categorisation occurs, the Group recognises transfers between levels of the fair value hierarchy (i.e. transfers into and out of each level of the fair value hierarchy) on the date the event or change in circumstances occurred. 22.5.3 Valuation techniques The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by the Group are consistent with one or more of the following valuation approaches: Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities. Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value. Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity. Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, the Group gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable. 22.6 Non-current assets held for disposal and discontinued operations Non-current assets and disposal groups are classified as held for sale and measured at the lower of carrying amount and fair value less costs to sell, where the carrying amount will be recovered principally through sale as opposed to continued use. No depreciation or amortisation is charged against assets classified as held for sale. Classification as "held for sale" occurs when: management has committed to a plan for immediate sale; the sale is expected to occur within one year from the date of classification; and active marketing of the asset has commenced. Such assets are classified as current assets. A discontinued operation is a component of an entity, being a cash-generating unit (or a group of cash generating units), that either has been disposed of, or is classified as held for sale, and: represents a separate major line of business or geographical area of operations; is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or is a subsidiary acquired exclusively with the view to resale. Impairment losses are recognised for any initial or subsequent write-down of an asset (or disposal group) classified as held for sale to fair value less costs to sell. Any reversals of impairment recognised on classification as held for sale or prior to such classification are recognised as a gain in profit or loss in the period in which it occurs. 22.7 New Accounting Standards and Interpretations not yet mandatory or early adopted A number of new standards, amendments to standards and interpretations issued by the AASB which are not yet mandatorily applicable to the Group have not been applied in preparing these financial statements. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early. a. AASB 16: Leases (applicable to annual reporting periods commencing on or after 1 January 2019). AASB 16 removes the classification of leases as either operating leases or finance leases for the lessee effectively treating all leases as finance leases. Short term leases (less than 12 months) and leases of a low value are exempt from the lease accounting requirements. Lessor accounting remains similar to current practice. P a g e | 49 ANNUAL REPORT 30 June 2019 Notes to the consolidated financial statements for the year ended 30 June 2019 Note 22 Statement of significant accounting policies INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 The main changes introduced by the new Standard are as follows: i. recognition of the right-to-use asset and liability for all leases (excluding short term leases with less than 12 months of tenure and leases relating to low value assets); ii. depreciating the right-to-use assets in line with AASB 116: Property, Plant and Equipment in profit or loss and unwinding of the liability in principal and interest components; iii. inclusion of variable lease payments that depend on an index or a rate in the initial measurement of the lease liability using the index or rate at the commencement date; iv. application of practical expedient to permit a lessee to elect not to separate non-lease components and instead account for all components as a lease; and v. additional disclosure requirements. The Directors anticipate that the adoption of AASB 16 will not have a material impact on the Group’s recognition of leases and disclosures). Note 23 Company details Postal: PO Box 52 WEST PERTH WA 6872 The registered office of the Company is: Address: Street: 283 Rokeby Road SUBIACO WA 6008 +61 (0)8 6141 3500 +61 (0)8 6141 3599 Telephone: Facsimile: P a g e | 50 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Directors' declaration ANNUAL REPORT 30 June 2019 The Directors of the Company declare that: 1. The financial statements and notes, as set out on pages 14 to 50, are in accordance with the Corporations Act 2001 (Cth) and: (a) comply with Accounting Standards; (b) are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as stated in Note 1 to the financial statements; and (c) give a true and fair view of the financial position as at 30 June 2019 and of the performance for the year ended on that date of the Group. (d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001 (Cth); 2. in the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by: PATRICK CANION Chairman Dated this Monday, 23 September 2019 P a g e | 51 ANNUAL REPORT 30 June 2019 Independent auditor's report INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 P a g e | 52 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 ANNUAL REPORT 30 June 2019 P a g e | 53 ANNUAL REPORT 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 P a g e | 54 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 ANNUAL REPORT 30 June 2019 P a g e | 55 ANNUAL REPORT 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 P a g e | 56 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Corporate governance statement ANNUAL REPORT 30 June 2019 This Corporate Governance Statement is current as at 23 September 2019 and has been approved by the Board of the Company. This Corporate Governance Statement discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations 3rd Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons for not following them, along with what (if any) alternative governance practices have been adopted in lieu of the Recommendation. The Company has adopted Corporate Governance Policies which provide written terms of reference for the Company’s corporate governance practices. The Board of the Company has not yet formed an audit committee, nomination committee, risk management committee or remuneration committee. The Company’s Corporate Governance Policies are contained within the Corporate Governance Plan and available on the Company’s website at www.intigergrouplimited.com.au Principle 1: Lay solid foundations for management and oversight Roles of the Board & Management The role of the Board is to provide overall strategic guidance and effective oversight of management. The Board derives its authority to act from the Company’s Constitution. The Board is responsible for and has the authority to determine all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company. The Board shall delegate responsibility for the day-to-day operations and administration of the Company to the Chief Executive Officer. The role of management is to support the Chief Executive Officer and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board. In addition to matters it is expressly required by law to approve, the Board has reserved the following matters to itself: Driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance; Appointment, and where necessary, the replacement, of the Chief Executive Officer and other senior executives and the determination of their terms and conditions including remuneration and termination; Approving the Company’s remuneration framework; Monitoring the timeliness and effectiveness of reporting to Shareholders; Reviewing and ratifying systems of audit, risk management and internal compliance and control, codes of conduct and legal compliance to minimise the possibility of the Company operating beyond acceptable risk parameters; Approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures; Approving and monitoring the budget and the adequacy and integrity of financial and other reporting such that the financial performance of the company has sufficient clarity to be actively monitored; Approving the annual, half yearly and quarterly accounts; Approving significant changes to the organisational structure; Approving decisions affecting the Company’s capital, including determining the Company’s dividend policy and declaring dividends; Ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making; Procuring appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors effectively; P a g e | 57 ANNUAL REPORT 30 June 2019 Corporate governance statement INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted, and that its practice is consistent with, a number of guidelines including: − Corporate Code of Conduct; − Continuous Disclosure Policy; − Diversity Policy; − Performance Evaluation; − Procedures for Selection and Appointment of Directors; − Risk Management Review Procedure and Internal Compliance and Control Policy; − Trading Policy; and − Shareholder Communication Strategy. Subject to the specific authorities reserved to the Board under the Board Charter, the Board delegates to the Chief Executive Officer responsibility for the management and operation of Intiger. The Chief Executive Officer is responsible for the day-to-day operations, financial performance and administration of Intiger within the powers authorised to him from time-to-time by the Board. The Chief Executive Officer may make further delegation within the delegations specified by the Board and will be accountable to the Board for the exercise of those delegated powers. Further details of Board responsibilities, objectives and structure are set out in the Board Charter which is contained within the Corporate Governance Place available on the Intiger website. Board Committees The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of separate committees at this time including audit and risk, remuneration or nomination committees, preferring at this stage of the Company’s development, to manage the Company through the full Board of Directors. The Board assumes the responsibilities normally delegated to the audit and risk, remuneration and nomination Committees. If the Company’s activities increase, in size, scope and nature, the appointment of separate committees will be reviewed by the Board and implemented if appropriate. Board Appointments The Company undertakes comprehensive reference checks prior to appointing a director, or putting that person forward as a candidate to ensure that person is competent, experienced, and would not be impaired in any way from undertaking the duties of director. The Company provides relevant information to shareholders for their consideration about the attributes of candidates together with whether the Board supports the appointment or re-election. The terms of the appointment of a non-executive director, executive directors and senior executives are agreed upon and set out in writing at the time of appointment. The Company Secretary The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board, including agendas, Board papers and minutes, advising the Board and its Committees (as applicable) on governance matters, monitoring that the Board and Committee policies and procedures are followed, communication with regulatory bodies and the ASX and statutory and other filings. Diversity The Board has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect to gender, age, ethnicity and cultural diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives (if considered appropriate) and to assess annually both the objectives (if any have been set) and the Company’s progress towards achieving them. P a g e | 58 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Corporate governance statement ANNUAL REPORT 30 June 2019 The Board considers that, due to the size, nature and stage of development of the Company, setting measurable objectives for the Diversity Policy at this time is not appropriate. The Board will consider setting measurable objectives as the Company increases in size and complexity. The participation of women in the Company at the date of this report is as follows: Women employees in the Company Women in senior management positions Women on the Board 53.8% 0% 0% The Company’s Diversity Policy is contained within the Corporate Governance Plan and is available on its website. Board & Management Performance Review On an annual basis, the Board conducts a review of its structure, composition and performance. The annual review includes consideration of the following measures: comparing the performance of the Board against the requirements of its Charter; assessing the performance of the Board over the previous 12 months having regard to the corporate strategies, operating plans and the annual budget; reviewing the Board’s interaction with management; reviewing the type and timing of information provided to the Board by management; reviewing management’s performance in assisting the Board to meet its objectives; and identifying any necessary or desirable improvements to the Board Charter. The method and scope of the performance evaluation will be set by the Board and may include a Board self-assessment checklist to be completed by each Director. The Board may also use an independent adviser to assist in the review. The Chairman has primary responsibility for conducting performance appraisals of Non-Executive Directors, in conjunction with them, having particular regard to: contribution to Board discussion and function; degree of independence including relevance of any conflicts of interest; availability for and attendance at Board meetings and other relevant events; contribution to Company strategy; membership of and contribution to any Board committees; and suitability to Board structure and composition. The Board conducts an annual performance assessment of the Chief Executive Officer against agreed key performance indicators. Management performance reviews were conducted during the year in accordance with the above processes. The Board has not been subjected to a formal review in the past year. Independent Advice Directors have a right of access to all Company information and executives. Directors are entitled, in fulfilling their duties and responsibilities, may seek independent external professional advice as considered necessary at the expense of the Company, subject to prior consultation with the Chairman. A copy of any such advice received is made available to all members of the Board. P a g e | 59 ANNUAL REPORT 30 June 2019 Corporate governance statement Principle 2: Structure the board to add value Board Composition INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 During the financial year and as at the date of this report the Board was comprised of the following members: Mr Patrick Canion Non-Executive Chairman (appointed 17 August 2016); Mr Mark Fisher Mr Greg Gaunt Mr Tony Chong Non-Executive Director (appointed 17 August 2016); Non-Executive Director (appointed 1 March 2019); and Non-Executive Director (appointed 7 August 2017; ceased 1 March 2019). The Board consists of a majority of Non-Executive Directors. Intiger has adopted a definition of 'independence' for Directors that is consistent with the Recommendations. Mr Fisher is not considered to be independent as he has been an executive of the Company during the past three years. Board Selection Process The Board considers that a diverse range of skills, backgrounds, knowledge and experience is required in order to effectively govern Intiger. The Board believes that orderly succession and renewal contributes to strong corporate governance and is achieved by careful planning and continual review. The Board is responsible for the nomination and selection of directors. The Board reviews the size and composition of the Board regularly and at least once a year as part of the Board evaluation process. The Board will establish a Board Skills Matrix. The Board Skills Matrix will include the following areas of knowledge and expertise: Strategic expertise; Specific industry knowledge; Accounting and finance; Risk management; Experience with financial markets; and Investor relations. Induction of New Directors and Ongoing Development New Directors are issued with a formal Letter of Appointment that sets out the key terms and conditions of their appointment, including Director's duties, rights and responsibilities, the time commitment envisaged, and the Board's expectations regarding involvement with any Committee work. An induction program is in place and new Directors are encouraged to engage in professional development activities to develop and maintain the skills and knowledge needed to perform their role as Directors effectively. Principle 3: Act ethically and responsibly The Company has implemented a Code of Conduct, which provides a framework for decisions and actions in relation to ethical conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders. P a g e | 60 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Corporate governance statement All employees and Directors are expected to: respect the law and act in accordance with it; maintain high levels of professional conduct; ANNUAL REPORT 30 June 2019 respect confidentiality and not misuse Company information, assets or facilities; avoid real or perceived conflicts of interest; act in the best interests of shareholders; by their actions contribute to the Company’s reputation as a good corporate citizen which seeks the respect of the community and environment in which it operates; perform their duties in ways that minimise environmental impacts and maximise workplace safety; exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their workplace and with customers, suppliers and the public generally; and act with honesty, integrity, decency and responsibility at all times. An employee that breaches the Code of Conduct may face disciplinary action including, in the cases of serious breaches, dismissal. If an employee suspects that a breach of the Code of Conduct has occurred or will occur, he or she must report that breach to the Company Secretary. No employee will be disadvantaged or prejudiced if he or she reports in good faith a suspected breach. All reports will be acted upon and kept confidential. Principle 4: Safeguard integrity in corporate reporting The Board as a whole fulfils to the functions normally delegated to the Audit Committee as detailed in the Audit and Risk Committee Charter. The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company’s business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Board. The Board receives regular reports from management and from external auditors. It also meets with the external auditors as and when required. The external auditors attend Intiger's AGM and are available to answer questions from security holders relevant to the audit. Prior approval of the Board must be gained for non-audit work to be performed by the external auditor. There are qualitative limits on this non-audit work to ensure that the independence of the auditor is maintained. There is also a requirement that the lead engagement partner responsible for the audit not perform in that role for more than five years. CEO and CFO Certifications The Board, before it approves the entity’s financial statements for a financial period, receives from its CEO and CFO (or, if none, the persons fulfilling those functions) a declaration provided in accordance with Section 295A of the Corporations Act that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. P a g e | 61 ANNUAL REPORT 30 June 2019 Corporate governance statement Principle 5: Make timely and balanced disclosure INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 The Company has a Continuous Disclosure Policy which outlines the disclosure obligations of the Company as required under the ASX Listing Rules and Corporations Act. The policy is designed to ensure that procedures are in place so that the market is properly informed of matters which may have a material impact on the price at which Company securities are traded. The Board considers whether there are any matters requiring disclosure in respect of each and every item of business that it considers in its meetings. Individual Directors are required to make such a consideration when they become aware of any information in the course of their duties as a Director of the Company. The Company is committed to ensuring all investors have equal and timely access to material information concerning the Company. The Board has designated the Company Secretary as the person responsible for communicating with the ASX. All key announcements at the discretion of the Chief Executive Officer are to be circulated to and reviewed by all members of the Board. The Chairman, the Board, Chief Executive Officer and the Company Secretary are responsible for ensuring that: a) b) Company announcements are made in a timely manner, that announcements are factual and do not omit any material information required to be disclosed under the ASX Listing Rules and Corporations Act; and Company announcements are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions. Principle 6: Respect the rights of security holders The Company recognises the value of providing current and relevant information to its shareholders. The Board of the Company aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs. The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to: communicating effectively with shareholders through releases to the market via ASX, the company website, information posted or emailed to shareholders and the general meetings of the Company; giving shareholders ready access to clear and understandable information about the Company; and making it easy for shareholders to participate in general meetings of the Company. The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company. These contact details are available on the “Contact” page of the Company’s website. Shareholders may elect to, and are encouraged to, receive communications from Intiger and Intiger's securities registry electronically. The contact details for the registry are available on the “Contact Us” page of the Company’s website. The Company maintains information in relation to its Constitution, governance documents, Directors and senior executives, Board and committee charters, annual reports and ASX announcements on the Company’s website. Principle 7: Recognise and manage risk The Board is committed to the identification, assessment and management of risk throughout Intiger's business activities. The Board is responsible for the oversight of the Company’s risk management and internal compliance and control framework. The Company does not have an internal audit function. Responsibility for control and risk management is delegated to the appropriate level of management within the Company with the Chief Executive Officer having ultimate responsibility to the Board for the risk management and internal compliance and control framework. Intiger has established policies for the oversight and management of material business risks. P a g e | 62 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Corporate governance statement ANNUAL REPORT 30 June 2019 Intiger's Risk Management and Internal Compliance and Control Policy recognises that risk management is an essential element of good corporate governance and fundamental in achieving its strategic and operational objectives. Risk management improves decision making, defines opportunities and mitigates material events that may impact security holder value. Intiger believes that explicit and effective risk management is a source of insight and competitive advantage. To this end, Intiger is committed to the ongoing development of a strategic and consistent enterprise wide risk management program, underpinned by a risk conscious culture. Intiger accepts that risk is a part of doing business. Therefore, the Company’s Risk Management and Internal Compliance and Control Policy is not designed to promote risk avoidance. Rather Intiger's approach is to create a risk conscious culture that encourages the systematic identification, management and control of risks whilst ensuring we do not enter into unnecessary risks or enter into risks unknowingly. Intiger assesses its risks on a residual basis; that is it evaluates the level of risk remaining and considering all the mitigation practices and controls. Depending on the materiality of the risks, Intiger applies varying levels of management plans. The Board has required management to design and implement a risk management and internal compliance and control system to manage Intiger’s material business risks. It receives regular reports on specific business areas where there may exist significant business risk or exposure. The Company faces risks inherent to its business, including economic risks, which may materially impact the Company’s ability to create or preserve value for security holders over the short, medium or long term. The Company has in place policies and procedures, including a risk management framework (as described in the Company’s Risk Management and Internal Compliance and Control Policy), which is developed and updated to help manage these risks. The Board does not consider that the Company currently has any material exposure to environmental or social sustainability risks. The Company’s process of risk management and internal compliance and control includes: identifying and measuring risks that might impact upon the achievement of the Company’s goals and objectives, and monitoring the environment for emerging factors and trends that affect those risks; formulating risk management strategies to manage identified risks, and designing and implementing appropriate risk management policies and internal controls; and monitoring the performance of, and improving the effectiveness of, risk management systems and internal compliance and controls, including regular assessment of the effectiveness of risk management and internal compliance and control. The Board review’s the Company’s risk management framework at least annually to ensure that it continues to effectively manage risk. Management reports to the Board as to the effectiveness of Intiger’s management of its material business risks on at each Board meeting. Principle 8: Remunerate fairly and responsibly The Board as a whole fulfils to the functions normally delegated to the Remuneration Committee as detailed in the Remuneration Committee Charter. Intiger has implemented a Remuneration Policy which was designed to recognise the competitive environment within which Intiger operates and also emphasise the requirement to attract and retain high calibre talent in order to achieve sustained improvement in Intiger’s performance. The overriding objective of the Remuneration Policy is to ensure that an individual’s remuneration package accurately reflects their experience, level of responsibility, individual performance and the performance of Intiger. P a g e | 63 ANNUAL REPORT 30 June 2019 Corporate governance statement The key principles are to: INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 review and approve the executive remuneration policy to enable the Company to attract and retain executives and Directors who will create value for shareholders; ensure that the executive remuneration policy demonstrates a clear relationship between key executive performance and remuneration; fairly and responsibly reward executives having regard to the performance of the Group, the performance of the executive and the prevailing remuneration expectations in the market; remunerate fairly and competitively in order to attract and retain top talent; recognise capabilities and promote opportunities for career and professional development; and review and approve equity-based plans and other incentive schemes to foster a partnership between employees and other security holders. The Board determines the Company’s remuneration policies and practices and assesses the necessary and desirable competencies of Board members. The Board is responsible for evaluating Board performance, reviewing Board and management succession plans and determines remuneration packages for the Chief Executive Officer, Non-Executive Directors and senior management based on an annual review. Intiger’s executive remuneration policies and structures along with the details of remuneration paid to directors and key management personnel (where applicable) are set out in the Remuneration Report. Non-Executive Directors receive fees (including statutory superannuation where applicable) for their services, the reimbursement of reasonable expenses and, in certain circumstances options. The maximum aggregate remuneration approved by shareholders for Non-Executive Directors is $300,000 per annum. The Directors set the individual Non-Executive Directors fees within the limit approved by shareholders. The total fees paid to Non-Executive Directors during the reporting period were $135,225. The Directors set the individual Non- Executive Directors fees within the limit approved by shareholders. Executive directors and other senior executives (where appointed) may be remunerated using combinations of fixed and performance-based remuneration. Fees and salaries are set at levels reflecting market rates and performance-based remuneration is linked directly to specific performance targets that are aligned to both short- and long-term objectives. In accordance with the Company’s Securities Trading policy, participants in an equity-based incentive scheme are prohibited from entering into any transaction that would have the effect of hedging or otherwise transferring the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities to any other person. P a g e | 64 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 ANNUAL REPORT 30 June 2019 Additional Information for Listed Public Companies The following additional information is required by the Australian Securities Exchange in respect of listed public companies and is applicable as at 2 September 2019. 1 Capital a. Ordinary share capital 1,677,895,817 ordinary fully paid shares held by 2,367 shareholders. b. Options over Unissued Shares ◼ The Company has an additional 510,000,000 options on issue in accordance with section 9.1 of the Directors' Report c. Voting Rights The voting rights attached to each class of equity security are as follows: ◼ Ordinary shares: Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. ◼ Unlisted Options: Options do not entitle the holders to vote in respect of that equity instrument, nor participate in dividends, when declared, until such time as the options are exercised or performance shares convert and subsequently registered as ordinary shares. d. Substantial Shareholders as at 2 September 2019. Nil e. Distribution of Shareholders as at 2 September 2019. Category (size of holding) Total Holders Number Ordinary % Held of Issued Ordinary Capital 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over 152 28 83 816 1,288 2,367 18,174 76,334 665,926 41,170,459 0.00 0.00 0.04 2.45 1,635,964,924 97.51 1,677,895,817 100.00 f. Unmarketable Parcels as at 2 September 2019 As at 2 September 2019 there were 1760 fully paid ordinary shareholders holding less than a marketable parcel of shares, comprising 205,818,033 shares. g. On-Market Buy-Back There is no current on-market buy-back. h. Restricted Securities The Company has no restricted securities on issue. P a g e | 65 ANNUAL REPORT 30 June 2019 INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 Additional Information for Listed Public Companies i. Rank Name 20 Largest Shareholders — Ordinary Shares as at as at 2 September 2019 Number of Ordinary Fully Paid Shares Held % Held of Issued Ordinary Capital 1. Riverbank Investment Corporation Pty Ltd 2. Mr Domenic Marino 3. Mr Richard Edward Poole 4. 5. Priscilla Super Pty LtdMr Thiam Huat Low 6. Jakana Pty Ltd 7. Sugars Family Super Pty Ltd 8. Mr David Kenneth Anderson & Mrs Charmayne Anderson 9. Mr Paul Moyes 10. Japon Pty Ltd 35,218,033 30,966,648 30,000,000 28,000,000 21,880,000 19,500,000 19,416,034 18,500,000 16,950,000 16,500,000 11. Mr Lucas Robinson &Mrs Phoebe Frances Robinson 12. Mr Richard Anthony Wright & Ms Judith Denise Roberson 13. Fire & Metal Pty Ltd 14. Mr Peter Richard Bamford 15. Willbright Pty Ltd 16. Mr James Alexander Noon 17. Mr Lee Francis Taylor 18. Lanceleaux Consulting Pty Ltd Lanceleaux Family A/C> 19. Mr Bruno Marc Lanceleaux 14,500,000 14,192,182 14,000,000 13,017,714 12,904,632 12,500,000 12,500,000 20. Mr Bevan Wing Fat Chan & Mrs Rebecca Marion Chan 12,270,000 2.10 1.85 1.79 1.67 1.30 1.16 1.16 1.10 1.01 0.98 0.92 0.90 0.86 0.85 0.83 0.78 0.77 0.74 0.74 0.73 TOTAL 2 Unquoted Securities 373,353,989 22.24 As at 2 September 2019, the following unquoted securities are on issue: 55,000,000 Options expiring 30 June 2020 @ $0.025 – 4 holders 40,000,000 Options expiring 30 June 2020 @ $0.02 (subject to vesting) – 3 holders 100,000,000 Options expiring 30 June 2020 @ $0.02 – 4 holders 315,000,000 Options expiring 31 October 2020 @ $0.015 – 64 holders a. Holders with more than 20% Name Merrill Lynch (Australia) Nominees Pty Limited 3 The Company Secretary is Stephen Buckley P a g e | 66 Number 74,500,000 % 23.65% INTIGER GROUP LIMITED AND CONTROLLED ENTITIES ABN 71 098 238 585 ANNUAL REPORT 30 June 2019 Additional Information for Listed Public Companies 4 Principal registered office As disclosed in Note 23 Company details on page 50 of this Annual Report. 5 Registers of securities As disclosed in the Corporate directory on page i of this Annual Report. 6 Stock exchange listing Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Securities Exchange Limited, As disclosed in the Corporate directory on page i of this Annual Report. 7 Use of funds The Company has used its funds in accordance with its initial business objectives. P a g e | 67