ANNUAL REPORT
30 June 2021
Corporate directory
Current Directors
Company Secretary
Craig Mason
Alison Sarich
Greg Gaunt
Nick Prosser
Executive Chairman
Karen Logan
Managing Director
Non-executive Director
Non-executive Director
Registered Office
Share Registry (Automic Group)
Street:
Postal:
Telephone:
Email:
6.02 56 Pitt SYDNEY
NSW 2000
6.02 56 Pitt Street
SYDNEY NSW 2000
Street:
Postal:
Level 2, 267 St Georges
Terrace PERTH WA 6000
GPO Box 5193 Sydney NSW
2001
+61 (0)2 9235 0028
Telephone:
1300 288 664 or +61 2 9698 5414
info@complii.com.au
Website:
www.automicgroup.com.au
Website:
www.complii.com.au
Auditors
Solicitors to the Company
Hall Chadwick WA Audit Pty Ltd(1)
Grillo Higgins 114 William Street MELBOURNE VIC 3000
283 Rokeby Road SUBIACO WA 6008
Telephone:
+61 (0) 8 9426 0666
Securities Exchange
Australian Securities Exchange
Level 40, Central Park, 152-158
St Georges Terrace Perth WA 6000
Telephone:
131 ASX (131 279)
(within Australia)
+61 (0)2 9338 0000
Website:
www.asx.com.au
ASX Code
CF1
(1) Formerly Bentleys Audit & Corporate (WA) Pty Ltd
Corporate Governance
The Company has prepared a Corporate Governance
Statement which sets out the corporate governance practices
that were in operation throughout the financial year for the
Company. In accordance with ASX Listing Rule 4.10.3, the
Corporate Governance Statement will be available for review
on the Company’s website https://www.complii.com.au/investor-
relations/corporate-governance/ and will be lodged with ASX at
the same time that this Annual Report is lodged with ASX.
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Contents
Operations review
Directors’ report
1
2
1. Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. Company Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. Dividends paid or recommended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. Significant Changes in the state of affairs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. Operating and financial review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. Information relating to the directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7. Meetings of directors and committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. Indemnifying officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9. Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
10. Performance Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11. Non-audit services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12. Proceedings on behalf of company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
13. Indemnification of auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14. Auditor’s independence declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15. Remuneration report (audited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Auditor’s independence declaration
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
17
18
19
19
21
22
SECTION A. HOW THE NUMBERS ARE CALCULATED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION B. RISK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
SECTION C. GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION D. UNRECOGNISED ITEMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .50
SECTION E. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Directors’ declaration
Independent auditor’s report
Additional Information for Listed Public Companies
63
64
69
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 Operations review
The 2021 financial year (FY21) was a transformative year for the Company, with the $7 million public offer and the off-market
takeover of the Complii Group successfully completed on 10 December 2020 following receipt of shareholder approval at the 2020
Annual General Meeting and the change of company name to ‘Complii FinTech Solutions’ and ASX ticker code to ‘CF1’.
The Company’s Board of Directors changed with Mr Craig Mason being appointed as Executive Chairman and Ms Alison Sarich
as Managing Director, while Mr Greg Gaunt remained as a non-executive director. The Board welcomed Mr Nick Prosser, a highly
regarded technology specialist, as a non-executive director on 1 July 2021. The Company Secretary was also replaced by Ms
Karen Logan.
Throughout FY21, the Group continued its ongoing R&D investment in new products and services. To support this activity, the
core development and analysis capability had been expanded and re-organised and primed for the continued strategic organic
expansion. A key highlight of FY 21 had been the delivery and launch of the Group’s two new services, being the Risk Management
and Financial Crimes modules. In addition, the Group continued to enhance the automation capabilities and features within the
core Complii compliance system, to deliver the efficiency tools in the heavily regulated financial services industry and responding to
the ongoing regulatory changes to compliance practices.
Overall, the Group continued to grow the customer base across the financial services sector, including into Financial Planning
and winning mandates from high profile customers. The established product and service offerings continued to perform, showing
solid increase in recurring revenue through the combination of new sales and additional module subscriptions to existing and
new clients. The Group is expected to continue this growth trajectory with new modules and enhanced workflow capabilities in
development and on target to be released to clients in Q2 FY22.
Post the acquisition of Complii, the Group’s growth remains primarily organic, although the Board is continuing to assess a number
of strategic and complementary acquisition opportunities.
Complii generated revenue from licensing fees of $2,147,441 during FY21, representing an increase of 73% compared to FY20.
The Complii customer base expanded from 47 at the end of FY20 to over 100 AFSL holder organisations using the Complii system
at the end of FY21.
The Company retained cash reserves of $3.99m at the end of FY21 and is expecting to receive an R&D tax incentive rebate of
approximately $0.90m in 1H FY22 for FY21.
Page 1
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 Directors’ report
Your directors present their report on the consolidated entity, consisting of Complii Fintech Solutions Limited (Complii Group or the
Company) and its controlled entities (collectively the Group), for the year ended 30 June 2021.
1. Directors
The names of Directors in office at any time during or since the end of the year are:
Mr Craig Mason Executive Chairman (appointed 10 December 2020)
Ms Alison Sarich
Managing Director (appointed 10 December 2020)
Mr Greg Gaunt
Non-executive Director
Nick Prosser
Non-executive Director (appointed 1 July 2021)
Mr Patrick Canion
Resigned 10 December 2020
Mr Mark Fisher
Resigned 10 December 2020
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
2. Company Secretary
The following person held the position of Company Secretary at the end of the financial year:
Ms Karen Logan Appointed 10 December 2020
Qualifications
BComm, Grad Dip AppCorpGov, FCG, FGIA, GAICD
3. Dividends paid or recommended
There were no dividends paid or recommended during the financial year ended 30 June 2021.
4. Significant Changes in the state of affairs
During the year, the Company has completed a capital raising of $ 7 million and the reverse takeover of Complii Fintech Solutions
Ltd (“Complii”). On completion of the Complii takeover, the company restructured the Board and executive team through the
appointment of Mr Craig Mason and Ms Alison Sarich and the resignation of Mr Patrick Canion and Mr Mark Fisher. Intiger Group
Limited (“Intiger”) was renamed Complii Fintech Solutions Ltd.
There were no other significant changes to the state of affairs of the Group.
Page 2
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
5. Operating and financial review
5.1
Nature of Operations Principal Activities
Complii operates within the Fintech sector of the Australian financial services industry, supporting
the operations of Australian based firms. The term “Fintech” describes a business that creates
software and modern technology to support the delivery of or provide financial services to consumers
and/ororganisations. Complii focuses on the financial services industry, an industry which is highly
regulated. The Complii Group has a vision of becoming the financial services industry standard in
targeted risk, compliance and business technology.
The Complii Group provides solutions to the financial services sector covering compliance, capital raising,
e-learning, account opening and online portfolio management tools. These solutions are primarily provided
through the Complii Platform, a modular and customisable platform that provides a digital solution to
meet specific business, compliance and operational needs of financial organisations, their advisers
and investors. ThinkCaddie can also be accessed externally to the Complii Platform.
5.2
Operations Review (refer Operations review of page 1)
5.3
Financial Review
a. Operating results
For the 2021 financial year the Group delivered a loss before tax of $4,194,240 (2020: $3,959,691 loss).
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
19.1.3 Statement of significant accounting policies: Going Concern on page 56.
b. Financial position
The net assets of the Group have increased from 30 June 2020 by $5,070,634 to $3,607,694 at
30 June 2021 (2020: Net liabilities $1,462,940). As at 30 June 2021, the Group’s cash and cash
equivalents increased from 30 June 2020 by $3,846,096 to $3,998,180 at 30 June 2021 (2020:
$152,084) and had a working capital surplus of $3,502,330 (2020: $1,604,375 working capital
deficit), as noted in note 9.
5.4
Events Subsequent to Reporting Date
There have been no significant after balance date events.
5.5
Future Developments, Prospects and Business Strategies
The company’s principal continuing activity is the development and commercialisation of technologies in the
Financial markets, specifically around regulatory compliance and capital raising efficiencies. The Company’s
future developments, prospects and business strategies are to continue to Develop and commercialise these technologies.
5.6
Environmental Regulations
In the normal course of business, there are no environmental regulations or requirements that the
Company is subject to.
Page 3
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
6. Information relating to the directors
Mr Craig Mason Executive Chairman (Appointed 10 December 2020)
Qualifications
MSAA
Experience
Craig has over 30 Years’ experience in the finance industry in various capacities and
has been involved in many major changes which have taken place and shaped the
industry over this time. He has worked with ASX, ASIC and APRA in the areas of
custody, third party trade execution and clearing associated services
Interest in Securities
16,350,000 Ordinary Shares
and Options
3,915,395 Tranche 1 Unquoted Options
5,220,527 Tranche 2 Unquoted Options
18,500,000 Performance Rights
Special
Responsibilities
Directorship held in
other listed entities
(last 3 years)
Nil
Nil
Ms Alison Sarich
Managing Director (Appointed 10 December 2020)
Qualifications
AICD
Experience
Alison has over 17 years’ experience in the finance industry, including Custody,
Corporate actions and client relationship management. Including positions based in
Australia and the United Kingdom
Interest in Securities 11,556,750 Ordinary Shares
and Options
2,889,188 Tranche 1 Unquoted Options Ex $0.05 – Exp 31/12/22
3,852,250 Tranche 2 Unquoted Options Ex $0.10 – Exp 31/12/23
6,750,000 Performance Rights
Special
Responsibilities
Directorship held in
other listed entities
(last 3 years)
Nil
Nil
Page 4
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Mr Greg Gaunt
Non-executive Director (Appointed 26 February 2019)
Qualifications
B.Juris and LL.B
Experience
Greg is a former Executive Chairman of the law firms Lavan and HHG Legal
Group and posses longstanding experience in the management of law firms where he
attained broade business experience across many different sectors.
Interest in Securities
1,500,000 Ordinary Shares
and Options
Special
Responsibilities
Nil
Directorship held in
Nil
other listed entities
(last 3 years)
Mr Nick Prosser Non-executive Director (Appointed 1 July 2021)
Qualifications
Dip Sec and Risk, AICD
Experience
Nick is an experienced fintech specialist with over 20 years’ experience in the
internet, communications and telecommunications (ICT) industry. He has a Diploma
in Security (Risk Management) from the Canberra Institute of Technology and is a
member of the Australian Institute of Company Directors.
Interest in Securities
8,667,061 Ordinary Shares
and Options*
2,166,765 Tranche 1 Unquoted Options Ex $0.05 – Exp 31/12/22
2,889,020 Tranche 2 Unquoted Options Ex $0.10 – Exp 31/12/23
(* At date of appointment – 1 July 2021)
Special
Responsibilities
Nil
Directorship held in
Advance Human Imaging (ASX: AHI)
other listed entities
(last 3 years)
Page 5
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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
Number
eligible to
attend
Number
Attended
6
6
6
3
3
-
Craig Mason
Appointed 1 0 Dec 2021
Alison Sarich
Appointed 1 0 Dec 2021
Greg Gaunt
Patrick Canion
Resigned 1 0 Dec 2021
Mark Fisher
Resigned 1 0 Dec 2021
Nick Prosser
Appointed 1 July 2021
3
3
6
3
3
-
8. Indemnifying officers
8.1
Indemnification
At the date of this report, the Audit and Risk, Remuneration and
Nomination 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. The date which is seven years after the Director ceases to be an officer of the Company; and
b. The date any Relevant Proceedings commenced before the date referred to above have been
finally resolved.
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.
Page 6
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Indemnifying Officers
The Company indemnifies each of its Directors, officers and company secretary. The Company
indemnifies each director or officer to the maximum extent permitted by the Corporations Act
2001 from liability to third parties, except where the liability arises out of conduct involving
lack of good faith, and in defending legal and administrative proceedings and applications
for such proceedings.
The Company must use its best endeavours to insure a director or officer against any liability,
which does not arise out of conduct constituting a wilful breach of duty or a contravention of
the Corporations Act 2001. The Company must also use its best endeavours to insure
a Director or officer against liability for costs and expenses incurred in defending proceedings
whether civil or criminal.
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.
9. Options
9.1
Unissued shares under option
At the date of this report, the un-issued ordinary shares of the Company under option are as follows:
At the date of this report, the unissued ordinary shares under option are as follows:
Expiry Date
Grant Date
Exercise Price
Number Under Option
Tranche 1
31 December 2022
10 December 2020**
31 December 2023
22 January 2021**
31 December 2022
10 December 2020*
Tranche 2
31 December 2023
10 December 2020**
31 December 2022
22 January 2021**
31 December 2023
10 December 2020*
Convertible Note Options
AU$0.05
AU$0.05
AU$0.05
AU$0.10
AU$0.10
AU$0.10
31 December 2023
10 December 2020
AU$0.05
11,249,683
30,307
19,720,013
14,999,575
40,409
26,293,351
10,000,000
82,333,338
* Subject to 24 Month ESCROW from Grant Date
** Subject to 12 Month ESCROW from Grant Date
No option holder has any right under the options to participate in any other share issue of the Company or of any other entity.
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.
Page 7
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
10. Performance Shares
At the date of this report, the performance rights are as follows
Expiry Date
Expiry Date
Vesting Deadline
Consideration
Number
Tranche 1
Tranche 2
Class A
Class A
Class B
Class B
Class C
Class D
Class D
Class E
Class F
Class F
Class G
30 March 2026
30 March 2026
1 July 2021*
1 January 2022
17 September 2025
30 September 2021**
30 March 2026
30 September 2021**
17 September 2025
30 September 2021
30 March 2026
30 September 2021
17 September 2025
31 December 2023
17 September 2025
31 December 2023
30 March 2026
31 December 2023
17 September 2025
31 December 2023
17 September 2025
31 December 2023
30 March 2026
31 December 2023
17 December 2025
31 December 2023
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
* Vested 1 July 2021
** Vesting milestone achieved at 31 August 2021
The Performance Rights have the following milestones attached to them:
Performance Rights
Expiry Date
800,000
800,000
2,250,000
400,000
3,000,000
500,000
4,000,000
4,000,000
500,000
4,000,000
4,000,000
500,000
4,500,000
29,250,000
Tranche 1*
Tranche 2
Class A**
Class B
Class C
Class D
Class E
Class F
Class G
Performance Rights will vest at the earlier of 1 July 2021 and on termination by the
Company, except for cause.
Performance Rights will vest at the earlier of 1 January 2022 and on termination by the
Company, except for cause.
The Complii Group achieving a minimum of a 15% increase in group revenue from
the financial year ended 30 June 2020 to the financial year ending 30 June 2021, as
independently verified by the Company’s auditors.
The Company Group achieving a minimum of a 15% increase in group revenue from
the financial year ending 30 June 2021 to the financial year ending 30 June 2022, as
independently verified by the Company’s auditors.
The Company Group recording positive EBIT in any of the financial years ending 30 June
2021, 30 June 2022 or 30 June 2023, as independently verified by the Company’s auditors.
The volume weighted average price of the Shares over 20 consecutive trading days on
which the Company’s Shares have actually traded (20-Day VWAP) being equal to or
greater than $0.10.
The Company Group recording revenue of $5,000,000 in any of the financial years
ending 30 June 2021, 30 June 2022 or 30 June 2023, as independently verified by the
Company’s auditors.
The 20-Day VWAP of the Company’s Shares being equal to or greater than $0.15.
The 20-Day VWAP of the Company’s Shares being equal to or greater than $0.20.
* Vested 1 July 2021
** Vesting milestone achieved at 30 June 2021
Page 8
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
11. Non-audit services
During the year, Hall Chadwick WA Audit Pty Ltd (Formerly - Bentleys Audit & Corporate (WA) Pty Ltd (“Bentleys”)), the Company’s
auditor, did not perform any services other than their statutory audits (2020: $nil). Other Bentleys firms and divisions provided tax
and corporate finance services to the group of $18,300 (2020: $nil). Details of remuneration paid to the auditor can be found within
the financial statements at note 15 Auditor’s Remuneration.
In the event that non-audit services are provided by Hall Chadwick WA Audit Pty Ltd, 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.
12. 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.
13. Indemnification of auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, Hall Chadwick WA Pty Audit Ltd, as part of the terms of
its audit engagement agreement against claims by third parties arising from their report on the financial report.
14. 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 2021 has
been received and can be found on page 12 of the annual report.
Page 9
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
15. Remuneration report (audited)
The information in this remuneration report has been audited as required by s308(3C) of the Corporations Act 2001. As a result
of the reverse acquisition (ref note 11.1), the remuneration report is prepared as a continuation of the previously unlisted Complii
FinTech Solutions Ltd.
15.1
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 Craig Mason
Executive Chairman
Ms Alison Sarich
Managing Director
Mr Greg Gaunt
Non-executive Director
Mr Nick Prosser
Non-executive Director (Appointed 1st July 2021)
Mr Ian Kessell
Chief Operating Officer (Appointed 1st August 2020)
Mr Peter Robinson Non-executive Director (Resigned 10th December 2020)
15.2
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 shareholders;
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:
Page 10
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
•
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 in
curred 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.
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
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
2021
2020
2019
2018
2017
Profit/(Loss) per
share (cents)
(2.38)
(3.37)
Share price ($)
0.06
N/A
-
-
-
-
-
-
Page 11
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
15.3
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.
2021– Group
Group KMP
Short-term benefits
Directors
Salary, fees
and leave
Profit
share and
bonuses
Non-
mone-
tary
$
Craig Mason(1)
242,729
Alison Sarich
205,115
Greg Gaunt
17,500
Nick Prosser(2)
-
Peter
Robinson(4)
Executives
20,622
-
Ian Kessell(3)
141,538
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
Post-
employ-
ment
benefits
Long-
term
bene-
fits
Termi-
nation
bene-
fits
Equity-settled
share-
based payments
Total
Other
Super-
Other
Equity
Options
annuation
$
-
19,486
1,663
-
1,959
-
$
-
-
-
-
-
-
30,000
16,296
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
$
-
-
$
$
147,235 389,964
58,890
283,491
27,500
-
-
-
-
-
-
-
-
46,663
-
22,581
-
50,615
238,449
627,504
30,000
39,404
27,500
256,740 981,148
(1) Included in the director’s remuneration are amounts payable in respect of accrued salary package as noted in 14.1 to the
Remuneration report
(2) Appointed 1 July 2021
(3) Appointed 1 August 2020
(4)Resigned 10 Decemeber 2020
2020– Group
Group KMP (1)
Short-term benefits
Directors
Salary, fees
and leave
Profit
share and
bonuses
Non-
mone-
tary
$
Craig Mason
199,466
Alison Sarich
168,333
Peter
Robinson
Robert
Cloughton
22,500
23,077
413,376
$
-
-
-
-
$
-
-
-
-
Post-
employ-
ment
benefits
Long-
term
benefits
Termi-
nation
benefits
Equity-settled
share-
based payments
Total
Other
Super-
Other
Equity
Options
annuation
$
-
-
-
-
$
-
$
-
15,992
6,282
2,138
638
2,192
-
$
-
-
-
-
$
-
-
-
-
$
-
-
$
199,466
190,607
92,073
117,349
92,073
117,342
20,322
6,920
184,146
624,764
(1) KMP’s represent the Key Management Personnel from Complii Fintech Solutions Ltd
Page 12
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
15.4
Service Agreements
a. Mr Craig Mason – Executive Chairman
The Company has entered into a consultancy services agreement with C&K Mason Investments
Pty Ltd (ACN 097 749 623), an entity controlled by Mr Mason, on the following material terms:
Term
Mr Mason’s term as Executive Chair commenced on 10 December 2020
(“Commencement Date”)
Remuneration
Mr Mason receives a salary of $273,250 (which is exclusive of GST) for the services
provided to the Company by Mr Mason.
Incentive
18,500,000 Performance Rights (on a post-Consolidation basis).
Notice Period
Each party must give six months’ notice to terminate the agreement, other than for
cause,
Other Terms
The agreement otherwise contains provisions considered standard for an agreement
of its nature (including representations and warranties and Confidentiality provisions)
b. Alison Sarich – Managing Director
The Company has entered into an executive services agreement with Ms Alison Sarich on the
following material terms:
Term
Ms Sarich's term as Managing Director will commence on 10 December 2020
(“Commencement Date”)
Remuneration
Ms Sarich will receive a salary of $180,000, which is exclusive of directors' fees and
superannuation.
Ms Sarich will not receive directors’ fees for the first 12 months after the
Commencement Date. at which time the Board shall determine the directors’ fees
payable to Ms Sarich.
Incentive
6,750,000 Performance Rights (on a post-Consolidation basis).
Notice Period
Termination by Company
The Company must either give Ms Sarich three months’ written notice and, at the end
of that notice period, make a payment to Ms Sarich equal to her salary over a three
month period; or. otherwise may terminate Ms Sarich’s employment with immediate
effect by paying her the equivalent of her
salary over a six month period.
Termination by Ms Sarich
Ms Sarich may terminate her employment if the Company commits a serious breach
of the agreement and does not remedy that breach within 28 days of receipt of
written notice from Ms Sarich to do so; or, otherwise, by providing three months
written notice to the Company.
Other Terms
The agreement otherwise contains provisions considered standard for an agreement
of its nature (including representations and warranties and Confidentiality provisions)
Page 13
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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
effective from 26 February 2019. The Company has agreed to pay Mr Gaunt a director fee of $30,000 including
superannuation per year for services provided to the Company as Non-Executive Director.
d. Non-executive Director appointment letter with Mr Nick Prosser
The Company has entered into a Non-Executive Director letter agreement with Mr Nick Prosser
effective from 1 July 2021. The Company has agreed to pay Mr Prosser a director fee of $30,000 including
superannuation per year for services provided to the Company as Non-Executive Director from 1
July 2021.
e. Ian Kesselll – Chief Operating Officer
The Company has entered into an executive services agreement with Mr Ian Kessell on the
following material terms:
Term
Mr Kessell’s term as Chief Operating Officer commence on 1 August 2020
(“Commencement Date”)
Remuneration
Mr Kessell will receive a salary of $170,000, which is exclusive of superannuation.
Incentive
4,000,000 Performance Rights issued on 31 March 2021
Notice Period
Each party must give 4 weeks written notice to terminate the agreement, other than
for cause,
Other Terms
The agreement otherwise contains provisions considered standard for an agreement
of its nature (including representations and warranties and Confidentiality provisions)
15.5
Share-based compensation
Overview of share options and performance rights
During the current financial year, the Company has granted performance rights to certain Key Management
Personnel. The Performance Rights is a mechanism for providing a share based performance incentive
for Key Management Personnel and to achieve alignment between Key Management Personnel and
Shareholder objectives.
Performance rights were granted for no consideration, neither carry dividend or voting rights.
The Issue of Performance Rights was designed to align the interests of executives with shareholders by
providing direct participation in the benefits of future Company performance over the medium to long term.
The Board is currently reviewing policies going forward in relation to short and long term incentives.
Long term performance targets of the Company will be established every year and the future award of
performance rights may be made at the Board’s sole discretion.
No share options were granted to key management personnel during the financial year to 30 June 2021
(2020: 2,000,000 Unlisted share options) (refer note 7).
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
29,250,000 performance rights and Nil options were granted as remuneration during 2021
(2020: nil)
Page 14
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
15.6
KMP equity holdings
a. Fully paid ordinary shares of Complii FinTech Solutions held by each KMP
2021 – Group
Group KMP
Balance at
start of year /
date of
appointment
Received
during
the year as
compensation
Director
No.
Craig Mason
15,661,583
Alison Sarich
11,556,750
Greg Gaunt
Key Management
Ian Kessell(4)
-
-
No.
-
-
550,000
-
27,218,333
550,000
Received
during
the year on
the exercise of
options
Received
during
the year on
conversion of
performance
shares
Other changes
/ resignation
during the
year
Balance at
end of year
No.
No.
No.(1)
No.
-
-
-
-
-
-
-
-
-
-
688,417
16,350,000
-
11,556,750
950,000
1,500,000
-
-
1,638,417
29,406,750
(1) Other changes during the year relate to acquisitions and disposals for KMP and their related parties.
(2) Shareholding at date of appointment – 1 July 2021
(3) Appointed Chief Operating Officer on 1 August 2020
b. Fully paid preformance Rights of Complii FinTech Solutions held by each KMP
2021 – Group
Group KMP
Balance at
start of year
Granted as
Remuneration
during the
year
Converted
during the
year
Other
changes
during the
year(1)
Balance at
end of year
Vested and
convertible
Not Vested
Craig Mason
Alison Sarich
Greg Gaunt
Nick Prosser
Key Management
Ian Kessell(2)
No.
No.
No.
No.
No.
No.
No.
-
-
-
-
-
-
18,500,000
6,750,000
-
-
-
4,000,000
- 29,250,000
-
-
-
-
-
-
-
-
-
-
-
-
-
18,500,000
1,500,000
17,000,000
6,750,000
750,000
6,000,000
-
-
-
-
-
-
-
-
-
4,000,000
1,200,000
2,800,000
- 29,250,000
3,450,000
25,800,000
(1) Other changes during the year relate to acquisitions and disposals for KMP and their related parties.
Page 15
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
c. Options in Complii FinTech Solutions held by each KMP
2021 – Group
Group KMP
Balance at
start of year
Granted as
Remuneration
during the
year
Converted
during the
year
Other
changes
during the
year
Balance at
end of year
Vested and
convertible
Not Vested
Directors
Craig Mason
Alison Sarich
Greg Gaunt
Nick Prosser (1)
Key Management
Ian Kessell
No.
No.
No.
No.
No.
No.
No.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,135,922
9,135,922
6,741,438
6,741,438
-
-
-
-
-
5,055,785
-
-
15,877,360
20,933,145
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1) Shareholding at date of appointment – 1 July 2021
15.7 Other transation with KMP and related parties
There have been no other transactions other than those described in the tables above relating to options, rights
and shareholdings and detailed in note 14.1.
Craig Mason
Chairman
Dated this Tuesday, 31 August 2021
Page 16
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
To the Board of Directors
Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
As lead audit partner for the audit of the financial statements of Complii Fintech Solutions Pty Ltd for the
financial year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have
been no contraventions of:
•
•
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
Yours Faithfully,
HALL CHADWICK
Chartered Accountants
DOUG BELL CA
Partner
Dated at Perth this 31st day of August 2021
Consolidated statement of profit or loss and other comprehensive income
for the year ended 30 June 2021
2021
Note
2020
Continuing operations
Revenue
Other income
Gain from a bargain purchase
Research and development grant
Consulting fees
Accounting Fees
Corporate secretarial fees
Depreciation and amortisation
Impairment of intangible assets
Employment costs
Finance costs
Acquisition transaction costs
Legal expenses
Licensing Fees
Occupancy costs
Professional fees
Net share-based payments expensed/(lapsed)
Other Employment Costs
Travel and Entertainment
Software Maintenance
Other Expenses
Loss before tax
Income tax expense
Net loss for the year
(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:
$
$
1.1
1.2
2.1
2.2
2,024,663
122,778
-
573,917
2,721,358
(253,413)
-
(194,847)
(42,319)
-
(2,935,477)
(50,506)
11.1
(1,866,703)
(257,728)
(254,271)
(16,645)
(125,241)
(256,739)
(297,777)
(19,503)
-
(344,429)
(4,194,240)
-
4.1
1,169,875
74,043
82,995
385,420
1,712,333
(161 ,744)
(48,746)
(47,351)
(478,123)
(2,084,454)
(2,056,855)
(79,372)
-
(34,091)
(138,932)
(33,125)
-
(184,146)
(66,782)
(20,571)
(4,727)
(233,005)
(3,959,691)
-
(4,194,240)
(3,959,691)
-
-
(4,194,240)
(3,959,691)
-
-
(4,194,240)
(3,959,691)
₵
(2.38)
₵
(18.72)
Basic and diluted loss per share (cents per share)
16.4
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.
Page 18
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 Consolidated statement of financial position
for the year ended 30 June 2021
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non-current assets
Property, plant, and equipment
Intangible Assets
Right-of-use Assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Financial liabilities
Provisions
Lease Liabilities
Total current liabilities
Non - current liabilities
Provisions
Lease Liabilities
Total non-current liabilities
Total liabilities
Net (liabilities) / assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
5.1
5.2.1
5.3.1
6.1
6.2
6.5.1
5.4
5.5
6.4
6.5
6.4
6.5
7.1
7.4
2021
$
3,998,180
171,087
60,561
4,229,828
30,964
7,639
106,637
145,240
4,375,068
432,797
1,965
169,291
123,445
727,498
39,876
-
39,876
767,374
2020
$
152,084
33,253
29,790
215,127
18,449
38,427
177,846
234,722
449,849
347,027
1,248,543
115,334
108,598
1,819,502
16,082
77,205
93,287
1,912,789
3,607,694
(1,462,940)
14,382,790
507,551
5,441,323
437,071
(11,282,647)
(7,341,334)
3,607,694
(1,462,940)
The consolidated statement of financial position is to be read in conjunction with the accompanying notes.
Page 19
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Consolidated statement of changes in equity
for the year ended 30 June 2021
Share-based
Issued
Capital
$
Payments
Accumulated
Reserve
$
Losses
$
Note
Total
$
Balance at 1 July 2019
3,598,262
271,758
(3,400,476)
469,544
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
1,825,000
Issue of shares to employees
Options granted during the year
7.3
Options exercised or expired during the year 7.3
18,061
-
-
-
-
-
-
-
184,146
(18,833)
(3,959,691)
(3,959,691)
-
-
(3,959,691)
(3,959,691)
-
-
-
18,833
1,825,000
18,061
184,146
-
Balance at 30 June 2020
5,441,323
437,071
(7,341,334)
(1,462,940)
Balance at 1 July 2020
5,441,323
437,071
(7,341,334)
(1,462,940)
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
8,941,467
-
-
-
Share Based Payment Expense
Reversal of lapsed options
Options granted during the year
7.3
-
-
-
256,741
(252,927)
66,666
(4,194,240)
(4,194,240)
-
-
(4,194,240)
(4,194,240)
-
-
252,927
8,941,467
256,741
-
-
66,666
Balance at 30 June 2021
14,382,790
507,551
(11,282,647)
3,607,694
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
Page 20
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Consolidated statement of cash flows
for the year ended 30 June 2021
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
R&D tax refund
Note
2021
$
2020
$
2,098,340
1,228,940
(4,704,419)
(2,647,175)
4,150
1,746
573,917
385,420
Net cash used in operating activities
5.1.3a
(2,028,012)
(1,031,069)
Cash flows from investing activities
Purchase of property, plant and equipment
(24,047)
(7,218)
Acquisition of subsidiary, net of cash acquired
26,025
70,595
Net cash provided by investing activities
1,978
63,377
Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities(principal)
Costs for share issue
Proceeds from share issue
205,000
1,258,262
(398,413)
(207,414)
(108,740)
(105,534)
(825,717)
7,000,000
-
-
Net decrease in cash and cash equivalents held
5,872,130
945,314
Net(decrease)/ increase in cash held
3,846,096
(22,378)
Cash and cash equivalents at the beginning of the year
152,084
174,462
Cash and cash equivalents at the end of the year
5.1
3,998,180
152,084
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
Page 21
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 Notes to the consolidated financial statements
for the year ended 30 June 2021
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.
Page 22
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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)
(c)
analysis and sub-totals.
information about estimates and judgements made in relation to particular items.
Note 1
Revenue and other income
1.1
Revenue
Licensing Fees
Service Fees
Additional Work
Other Income
1.2
Other Income
Interest income
Sundry income
2021
$
2020
$
1,260,602
764,061
-
-
1,087,267
15,250
8,966
58,392
2,024,663
1,169,875
1,025
121,753
122,778
-
74,043
74,043
1.3
1.3.1
Accounting policy
Revenue from contracts with customers
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.
Page 23
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
The Company provides software to support the Financial services industry under agreed fee based 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 monthly 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.
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
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.
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
2021
$
2020
$
-
-
-
-
2,084,454
2,084,454
Page 24
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
2.1.1
Accounting policy
a. Impairment of financial assets (Refer to note 5.7.1d)
b. Impairment of non-financial assets (Refer to note 6.3.2)
2.2
Employment costs
Directors’ fees
(Decrease) / increase in employee benefits provisions
Superannuation expenses
Wages and salaries
Payroll tax (refund) / expense
Other employment related costs
2.2.1
Accounting policy
2021
$
231,183
75,905
204,895
2020
$
206,410
59,840
151,763
2,354,618
1,601,584
64,916
3,960
37,258
-
2,935,477
2,056,855
a. Short-term benefits
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.
Page 25
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 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.
Page 26
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Note 4 Income Tax
Note
4.1
Income tax (benefit) / expense
Current tax
Deferred tax
2021
$
-
-
-
2020
$
-
-
-
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
(4,194,240)
(3,959,691)
Prima facie tax on operating loss at 26% (2020: 27.5%)
(1,090,502)
(1,088,915)
Add / (Less) tax effect of:
•
•
•
•
Non-deductible expenses
Non-assessable income
Temporary differences not recognised
Effect of change in corporate tax rate
Income tax expense attributable to operating loss
4.3
The applicable weighted average effective tax rates
attributable to operating profit are as follows:
The tax rates used in the above reconciliations is the
corporate tax rate of 26% 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.
554,560
(162,218)
698,160
364,101
(119,741)
844,555
-
-
-
%
-
-
-
-
%
-
4.4
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.
Page 27
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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. Complii FinTech Solutions and its wholly owned Australian controlled entities have formed an
income tax consolidated group under tax consolidation legislation. Complii FinTech Solutions 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.
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.
Page 28
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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
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
a. Reconciliation of cash flow from operations to loss after income tax
Loss after income tax
Non-cash flows in (loss)/profit from ordinary activities:
• Depreciation and amortisation
• Acquisition transaction costs
•
Impairment
• Borrowing Costs
• Share based payments
•
•
Transactions with non-controlling interests
Right of use assets
Changes in assets and liabilities, net of the effects of
purchase and disposal of subsidiaries:
•
•
•
•
•
Decrease/(increase) in receivables
Decrease/(increase) in prepayments and other assets
Decrease/(increase) in unearned revenue
Increase/(decrease) in trade and other payables
Decrease in provisions
2021
$
3,998,180
3,998,180
2020
$
152,084
152,084
3,998,180
3,998,180
152,084
152,084
(4,194,240)
(3,959,691)
42,319
1,866,703
-
60,017
256,748
-
117,591
(44,955)
(30,771)
6,133
(155,740)
48,183
478,123
-
2,084,454
-
202,207
(82,995)
113,491
(13,232)
(21,538)
-
97,552
70,560
Cash flow (used in)/generated from operations
(2,028,012)
(1,031,069)
b. Credit and loan standby arrangement with banks
The Group has no credit standby facilities.
c. Non-cash investing and financing activities - refer to note 5.5 & 7.1 for details of shares issued to convert debt to
equity and 11.1 for the reverse acquisition.
Page 29
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 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
Provision for Doubtful Debts
Other receivables
Total
Note
5.2.3
5.2.4
2021
$
79,210
(1,914)
93,791
171,087
2020
$
32,149
(6,820)
7,924
33,253
5.2.2
The Group’s exposure to credit rate risk is disclosed in note 8 Financial risk management.
5.2.3
The average credit period on sales of goods and rendering of services is 30 days. Interest is not charged.
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.
5.2.4
Other receivables are non-interest bearing and expected to be received within 30 days.
5.2.5
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 5.7.1d).
Page 30
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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
5.4
Trade and other payables
5.4.1
Current
Unsecured
Trade payables
Accruals
Other Creditors
Employment related payables
Unearned Revenue
Note
Note
5.4.2
2021
$
54,450
6,111
60,561
2020
$
29,790
-
29,790
2021
$
2020
$
171,993
19,720
204,817
26,634
9,633
45,696
27,406
196,550
73,875
3,500
432,797
347,027
5.4.2
Trade payables
Trade payables are non-interest bearing and usually settled within the lower of terms of trade or 30 days.
5.4.4
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.
5.4.5
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 that are unpaid and arise when the Group
becomes obliged to make future payments in respect of the purchase of these goods and services.
Page 31
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 5.5
Financial liabilities
Note
5.5.1
Current
Unsecured
Related party loans
Third Party Loans
Expense Funding
Total
2021
$
-
-
-
1,965
1,965
2020
$
-
807,095
432,472
8,976
1,248,543
In October 2019, the Company entered into a loan agreement with Albatross Pass Pty Ltd for the provision of a loan
facility of up to $100,000 to the Company. The loan facility was fully drawn as at 30 June 2020. The loan including
interest was converted to ordinary shares in October 2020. The issue of 1,835,265 Shares to Albatross Pass Pty Ltd,
a non-related party, in consideration for the repayment of a loan and accrued interest of $110,116.00 owing by the
Company to that party. The loan arrangement was on standard market arm’s length terms.
In February 2020, the Company entered into a loan agreement with Violeta Larmer Ltd for the provision of a loan
facility of up to $180,000 to the Company. The loan facility was fully drawn as at 30 June 2020. The loan including
interest was converted to ordinary shares in October 2020. The issue of 3,249,016 Shares to Violeta Larmer, a non-
related party, in consideration for the repayment of a loan and accrued interest of $194,941.00 owing by the Company
to that party. The loan arrangement was on standard market arm’s length terms;
In March 2020, the Company entered into a loan agreement with Magenta City Pty Ltd as Trustee for Emery Super
Fund Ltd for the provision of a loan facility of up to $100,000 to the Company. The loan facility was fully drawn as at
30 June 2020. The loan including interest was converted to ordinary shares in October 2020. The issue of 1,781,790
Shares to Magenta City Pty Ltd as Trustee of the Emery Super Fund, a non-related party, in consideration for the
repayment of a loan and accrued interest of $106,907.00 owing by the Company to that party. The loan arrangement
was on standard market arm’s length terms
In May 2020, the Company entered into a loan agreement with Pindari Road Pty Ltd for the provision of a loan facility
of up to $35,000 to the Company. The loan facility is fully drawn as at 30 June 2020. The loan is repayable within two
business days following completion of a capital raising of a minimum of $3,000,000. The loan including interest was
repaid in August 2020.
In June 2020, the Company entered into a loan agreement with Alison Sarich for the provision of a loan facility of up to
$55,000 to the Company. $25,000 of the loan facility was drawn as at 30 June 2020. The loan including interest was
repaid in August 2020.
In November 2019, the Company entered into a loan agreement with Alison Sarich for the provision of a loan facility of
up to $250,000 to the Company. The loan facility was fully drawn as at 30 June 2020. The loan including interest was
converted to ordinary shares in October 2020.
In March 2019, the Company entered into a loan agreement with Lachemot Super Pty Ltd as trustee for the Lachemot
Superannuation Fund, an entity associated with Alison Sarich, for the provision of a loan facility of up to $100,000 for
the purposes of funding its working capital. The loan facility was fully drawn as at 30 June 2020. The loan including
interest was converted to ordinary shares in October 2020.
The issue of 6,647,303 Shares to Alison Sarich, a Director of the Company, and Lachemot Super Pty Ltd as Trustee of
the Lachemot Super Fund 1, an associate of Alison Sarich, in consideration for the repayment of a loan and accrued
interest of $398,838 owing by the Company to that party.
In January 2020, the Company entered into a loan agreement with Main Cat Pty Ltd as trustee for C&K Mason
Superannuation Fund, an entity associated with Craig Mason, for the provision of a loan facility of up to $100,000 for
the purposes of funding its working capital. The loan facility was fully drawn as at 30 June 2020. $25,438 was repaid
August 2020 and the balance of the loan including interest was converted to ordinary shares in October 2020.
Page 32
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 In August 2019, the company entered into a loan agreement with Marshall William Holdings Pty Ltd as Trustee of the
CSKM Family Trust, entities associated with Craig Mason, for the provision of a loan facility up to $150,000 for the
purposes of funding its working capital. In July 2020, the company entered into a further loan agreement to increase
the facility by an additional $100,000. The balance of the loan including interest was converted to ordinary shares in
October 2020. The issue of 6,444,039 Shares to Marshall William Holdings Pty Ltd as Trustee of the CSKM Family
Trust and Main Cat Pty Ltd as Trustee of the C&K Mason Superannuation Fund, entities associated with Craig Mason,
a Director of the Company, in consideration for the repayment of a loan and accrued interest of $386,642.00 owing by
the Company to those parties. The loan arrangement was on standard market arm’s length terms
5.6
Accounting policy
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using
the effective interest rate method.
5.7
Other Significant Accounting Policies related to Financial Assets and Liabilities
5.7.1
Investments and other financial assets
a. Classification
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.
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:
Page 33
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
• 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. Move
ments 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
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
Note
6.1
Property, plant, and equipment
Plant and Equipment at cost
Less: Accumulated Depreciation
Leasehold Improvement
Less: Accumulated Depreciation
Total plant and equipment
6.2
Intangibles
Platform & software development costs
Less: Accumulated Depreciation
Total Intangibles
2021
$
84,367
(59,020)
5,950
(333)
30,964
2020
$
58,228
(45,544)
5,950
(185)
18,449
1,473,695
(1,466,056)
1,473,695
(1,435,268)
7,639
38,427
Page 34
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
6.3
Other Significant Accounting Policies related to Non-Financial Assets and Liabilities
6.3.1
Software Development
Software development costs are capitalised when incurred. They have a finite life and are carried at cost less any
accumulated amortisation & impairment. Software development costs are amortised over 4 years and are assessed for
impairment when an impairment trigger events occurs
6.3.2
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 4.4) 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.
6.4
6.4.1
Provisions
Current
Provision for employee entitlements
6.4.2
Non-Current
Provision for employee entitlements
Note
6.4.3
6.4.3
2021
$
2020
$
169,291
169,291
39,876
39,876
115,334
115,334
16,082
16,082
Page 35
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 6.4.3
Description of provisions
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.
6.4.4
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.
6.5
Lease Liabilities
6.5.1
Operating Lease Commitments – group as a lessee
Current
a. Lease Liabilities
Lease liabilities
6.5.2
Operating Lease Commitments – group as a lessee
Non-Current
a. Right of use assets
Right of use assets
b. Lease Liabilities
Lease liabilities
2021
$
123,445
123,445
2021
$
106,637
106,637
-
-
2020
$
108,598
108,598
2020
$
177,846
177,846
77,205
77,205
Page 36
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 Leases
The Company as lessee
At inception of a contract, the Company assesses if the contract contains or is a lease. If there is a lease present, a right-of-
use asset and a corresponding lease liability are recognised by the Company where the Company is a lessee. However, all
contracts that are classified as short-term leases (i.e., a lease with a remaining lease term of 12 months or less) and leases
of low-value assets are recognised as an operating expenses on a straight-line basis over the term of the lease.
Initially the lease liability is measured at the present value of the lease payments still to be paid at the commencement
date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily
determined, the Company uses the incremental borrowing rate.
Lease payments included in the measurement of the lease liability are as follows:
- fixed lease payments less any lease incentives;
- variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date;
- the amount expected to be payable by the lessee under residual value guarantees;
- the exercise price of purchase options, if the lessee is reasonably certain to exercise the options;
- lease payments under extension options, if the lessee is reasonably certain to exercise the options; and
- payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to
terminate the lease.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, any lease payments made
at or before the commencement date and any initial direct costs. The subsequent measurement of the right-of-use
assets is at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the
lease term or useful life of the underlying asset, whichever is the shortest.
Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company
anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset.
The Company as lessor
Upon entering into each contract as a lessor, the Company assesses if the lease is a finance or operating lease.
A contract is classified as a finance lease when the terms of the lease transfer substantially all the risks and rewards
of ownership to the lessee. All other leases not within this definition are classified as operating leases. Rental income
received from operating leases is recognised on a straight-line basis over the term of the specific lease.
Initial direct costs incurred in entering into an operating lease (for example, legal cost, costs to set up equipment) are included
in the carrying amount of the leased asset and recognised as an expense on a straight-line basis over the lease term.Rental
income due under finance leases are recognised as receivables at the amount of the Company’s net investment in the leases.When
a contract is determined to include lease and non-lease components, the Company applies AASB 15 to allocate the
consideration under the contract to each component.
Based on the assessment by the Company, it was determined there was no impact on the Company. As such, the
Company has not recognised a lease liability and right-of-use asset for all leases (with the exception of short-term and
low-value leases) recognised as operating leases under AASB 117: Leases where the Company is the lessee.
Page 37
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Note 7 Issued capital
2021
No.
2020
No.
2021
$
2020
$
Fully paid ordinary shares at no par value
299,153,562
77,235,255
14,382,790
5,441,324
7.1 Ordinary shares
At the beginning of the year
Shares issued during the year:
Issue of shares on acquisition of ThinkCaddie
Issue of shares on acquisition of Adviser Solutions
Payment for prior issue of shares to Alison Sarich
Complii Salary Shares
Complii Director Shares *
Complii Employee Shares
Complii Loan Conversion Shares
2021
No.
2020
No.
2021
$
2020
$
77,235,255
65,829,005
5,441,324
3,598,262
-
-
-
306,249
1,250,000
963,275
19,957,413
10,312,500
1,093,750
-
-
-
-
-
-
-
1,650,000
175,000
18,062
18,375
-
38,531
1,197,445
-
-
-
-
Balance before reverse acquisition
99,712,192
77,235,255
6,695,674
5,441,324
Elimination of Complii Issued Share Capital
Shares of legal acquirer at acquisition date
Share consolidation (Ratio 80:1)
Elimination of Intiger Issued capital on acquisition
Issue of Securities under the takeover offer ** and ***
Public Offer Subscription
Facilitation Shares
Convertible note Shares
Interest Shares
Director Fee Shares
Placement Fee Shares
Issue of Securities under the takeover Offer ** and ***
Convertible Note Adjustment
Transaction costs relating to share issues
(99,712,192)
1,936,136,913
(1,911,934,550)
-
123,878,773
140,000,000
5,000,000
5,000,000
213,698
550,000
187,500
121,228
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
46,201,072
-
(46,201,072)
1,208,935
7,000,000
250,000
200,000
8,548
27,500
9,375
1,183
66,666
(1,085,092)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
At reporting date
299,153,562
77,235,255
14,382,790
5,441,324
*Shares Issued during the current year. These shares were paid for prior to the start of the financial year.
** There were a further 121,228 ordinary shares issued under the Takeover Offer on 22 January 2021.
*** In accordance with reverse asset acquisition accounting principles the consideration is deemed to have been incurred by Complii
in the form of equity instruments issued to Shareholders. The acquisition date fair value of this consideration has been determined
with reference to the fair value of the issued shares of Intiger immediately prior to the acquisition and has been determined to be
$1,210,118 based on 24,202,363 Shares (on a post-Consolidation basis) on a value of $0.05 per Share, being the issue price under
the Public Offer. As a result, transaction costs of $1,866,703 have been determined being the difference between the consideration
and the fair value of net assets of Intiger (Refer Note 11.1.1 for further details)
7.1.1 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.
Page 38
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
7.2 Performance Shares
Performance shares
At the beginning of the period
Performance shares issued/(lapsed) during the year:
Issued to Directors – Alison Sarich
Issued to Directors – Craig Mason
Issued to KMP – Ian Kessell
Lapsed
At reporting date
2021
No.
29,250,000
2020
No.
-
2021
$
256,740
-
1,400,000
-
6,750,000
18,500,000
4,000,000
-
-
-
-
(1,400,000)
58,890
147,235
50,615
-
29,250,000
-
256,740
2020
$
-
-
-
-
-
-
-
Performance shares may be issued to executives as part of their remuneration. The performance shares are issued
to encourage goal alignment between executives, directors and shareholders. The issue of 58,500,00 Performance
Shares (on a post-Consolidation basis) to the Directors and Key Management in order to link part of the remuneration
and performance paid to specific criteria, namely the achievement of specific milestones, include a market-linked
incentive component in their remuneration package or fees payable (as applicable), motivate and reward the
successful performance of the Directors and Key Management in their respective roles in managing the operation and
strategic direction of the Company.
Number
Performance Shares
Ms Alison Sarich Mr Craig Mason
Mr Ian Kessell
Valueation
Tranche 1
Tranche 2
Class A
Class B
Class C
Class D
Class E
Class F
Class G
-
-
750,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
-
-
1,500,000
2,000,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
800,000
800,000
400,000
500,000
-
$0.0420
$0.042
$0.045
$0.045
$0.045
Expiry Date
(Alison & Craig)
Expiry Date
(Ian)
-
-
13/03/2026
13/03/2026
17/09/2025
13/03/2026
17/09/2025
13/03/2026
17/09/2025
-
500,000
$0.0338
17/09/2025
13/03/2026
-
$0.045
17/09/2025
-
500,000
500,000
$0.0301
$0.0263
17/09/2025
13/03/2026
17/09/2025
13/03/2026
6,750,000
18,500,000
4,000,000
Expensed during the period
Performance Shares
Ms Alison Sarich
Mr Craig Mason
Mr Ian Kessell
Tranche 1
Tranche 2
Class A
Class B
Class C
Class D
Class E
Class F
Class G
$0
$0
$17,547
$11,887
$7,356
$5,524
$7,356
$4,920
$4,300
$0
$0
$35,093
$23,773
$22,068
$16,574
$22,068
$14,761
$12,898
$33,600
$4,340
$7,560
$3,167
$0
$791
$0
$631
$526
Total
$33,600
$4,340
$60,200
$38,827
$29,424
$22,889
$29,424
$20,312
$17,724
$58,890
$147,235
$50,615
$256,740
Page 39
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Value to be expensed over vesting period
Performance Shares
Per Performance
Share
Ms Alison Sarich
Mr Craig Mason
Mr Ian Kessell
Tranche 1
Tranche 2
Class A+
Class B+
Class C+
Class D#
Class E+
Class F#
Class G#
$0.04
$0.04
$0.05
$0.05
$0.05
$0.03
$0.05
$0.03
$0.03
-
-
33,750
45,000
45,000
33,753
45,000
30,069
26,280
-
-
67,500
90,000
135,000
101,256
135,000
90,208
78,844
30,240
30,240
15,120
18,900
0
8,650
0
6,900
5,750
Total
$30,240
$30,240
$116,370
$153,900
$180,000
$143,659
$180,000
$127,177
$110,874
$258,852
$697,808
$115,800
$1,072,460
+ The Class A, B, C and E Performance Shares, which have non-market vesting conditions, were valued at 90% probability,
based on internal target which is in line with historical growth and execution.
# The Class D, F and G Performance Shares were valued using a Monte Carlo simulation model by implying volatility based
on the average volatility of all companies within the in-application software development sector with a market cap of less than
$100m, excluding anomalies.
The vesting conditions for the Performance Shares are:
Tranche 1
Tranche 2
Class A
Class B
Class C
Performance Rights will
vest at the earlier of
1 July 2021 and on
termination
by the Company, except
for cause.
Performance Rights will
vest at the earlier of
1 January 2022 and
on termination by the
Company, except for
cause.
The Complii Group
achieving a minimum
of a 15% increase in
group revenue from the
financial year ended 30
June 2020
to the financial year
ending 30 June 2021, as
independently verified by
the Company’s auditors.
The Company Group
achieving a minimum
of a 15% increase in
group revenue from the
financial year ending 30
June 2021
to the financial year
ending 30 June 2022, as
independently verified by
the Company’s auditors.
The Company Group
recording positive EBIT
in any of the financial
years ending 30 June
2021, 30 June 2022
or 30 June 2023, as
independently verified
by the Company’s
auditors.
Class D
Class E
Class F
Class G
The volume weighted
average price of
the Shares over 20
consecutive trading days
on which the Company’s
Shares have actually
traded (20-Day VWAP)
being equal to or greater
than $0.10.
The Company Group
recording revenue of
$5,000,000 in any of the
financial years ending
30 June 2021, 30 June
2022 or 30 June 2023, as
independently verified by
the Company’s auditors.
The 20-Day VWAP of the
Company’s Shares being
equal to or greater than
$0.15.
The 20-Day VWAP of
the Company’s Shares
being equal to or greater
than $0.20.
Page 40
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
7.3 Options
Options
2021
No.
2020
No.
2021
$
2020
$
82,333,338
5,950,000
250,812
437,071
At the beginning of the period
5,950,000
4,250,000
437,071
271,758
Options issued/(lapsed) during the year:
(2,000,000)
-
20₵ options, expiry 01.07.2022
-
2,000,000
Options issued/(lapsed) during the year
5₵ options, expiry 31.12.2022
10₵ options, expiry 31.12.2023
5₵ options, expiry 31.12.2023
5₵ options, expiry 31.12.2022
10₵ options, expiry 31.12.2023
30,969,696
41,292,926
10,000,000
30,307
40,409
-
-
-
-
-
-
-
-
-
66,666
-
-
-
184,146
-
-
-
-
-
Lapse of options/cancellation
(3,950,000)
(300,000)
(252,925)
(18,833)
At reporting date
82,333,338
5,950,000
250,812
437,071
7.4 Reserves
Option Reserve
Share-based payment reserve
2021
$
2020
$
250,812
437,071
256,739
-
507,551
437,071
7.4.1 Share-based payment reserve
The share-based payment reserve records the value of options and performance rights issued the Company to its
employees or consultants.
Outstanding at the beginning of the year
Share based payment expense
Reversal of lapsed options
Expired Options
Outstanding at year-end
2021
2020
$
$
437,071
271,758
256,741
184,146
(252,927)
-
66,667
(18,833)
507,551
437,071
Page 41
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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 pay-
able 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
Fixed
Non-
Floating
Fixed
Non-
Interest
Interest
interest
Interest
Interest
interest
Rate
Bearing
$
Rate
$
Rate
Bearing
$
2021
Total
$
2020
Total
$
Financial Assets
•
•
Cash and cash
equivalents
Trade and other
receivables
Rate
$
3,998,180
-
$
-
-
-
3,998,180
152,084
171,087
171,087
-
-
152,084
33,253
33,253
$
-
-
Total Financial Assets
3,998,180
-
171,087
4,169,267
152,084
-
33,253
185,337
Financial Liabilities
•
•
•
Trade and other
payables
Lease Liabilities
Loan
-
-
-
-
-
-
-
-
-
432,797
432,797
123,445
123,445
-
-
-
-
-
-
-
-
347,027
347,027
185,803
185,803
1,965
1,965
-
1,248,543
-
1,248,543
Total Financial Liabilities
-
1,965
556,242
558,207
-
1,248,543
532,830
1,781,373
Net Financial Assets /
(Liabilities)
3,998,180
(1,965)
(385,155)
3,611,060
152,084
(1,248,543)
(499,577)
(1,596,036)
8.2
Specific Financial Risk Exposures and Management
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.
Page 42
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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.
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:
Gross
2021
$
Impaired
2021
$
Net
2021
$
Past due but
not impaired
2021
$
Trade receivables
Not past due
79,210
(1,914)
77,296
Past due up to 60 days
Past due 60 days to 90
months
Past due over 90 months
Other receivables
-
-
-
-
Not past due
93,791
-
-
-
-
-
-
-
-
-
-
Total
173,001
(1,914)
171,087
-
-
-
-
-
-
-
Page 43
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
8.2.2
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities.
The Group 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.
Contractual Maturities
The following are the contractual maturities of financial assets and liabilities of the Group:
Within 1 Year
Greater Than 1 Year
Total
Financial liabilities
due for payment
Trade and other
payables
2021
2020
$
-
$
-
432,797
347,027
Lease Liabilities
123,445
108,598
Borrowings
1,965
1,248,543
Financial assets
Cash and cash
equivalents
Trade and other
receivables
Total anticipated
inflows
Net inflow/(outflow)
on financial
instruments
3,998,180
152,084
171,087
33,253
4,169,267
185,337
3,611,060
(1,518,831)
2021
$
-
-
-
-
-
-
-
-
2020
2021
2020
$
-
-
$
-
$
-
432,797
347,027
77,205
123,445
185,803
-
-
-
-
1,965
1,248,543
3,998,180
152,084
171,087
33,253
4,169,267
185,337
(77,205)
3,611,060
(1,596,036)
Page 44
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 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.
a.
Interest rates
Year ended 30 June 2021
±100 basis points change in interest rates
Year ended 30 June 2020
±100 basis points change in interest rates
b.
Foreign exchange
Year ended 30 June 2021
±10% of Australian dollar strengthening/weakening against the PHP
Year ended 30 June 2020
±10% of Australian dollar strengthening/weakening against the PHP
Profit
$
3,998
Equity
$
3,998
4,076
4,076
Page 45
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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
9.1
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:
Total current assets
Total current liabilities
Working capital position
Note
2021
$
2020
$
4,229,828
215,127
(727,498)
(1,819,502)
3,502,330
(1,604,375)
Page 46
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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)
(c)
transactions with non-controlling interests, and
interests in joint operations.
A list of significant subsidiaries is provided in note 10.
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:
Percentage Owned
Complii Pty Ltd
Country of
Incorporation
Australia
Intiger Asset Management Limited
Australia
Shroogle Pty Ltd
ThinkCaddie Pty Ltd
SCS Credit Services Pty Ltd
Australia
Australia
Australia
Adviser Solutions Group Pty Ltd.
Australia
Lion 2 Business Process, Inc
Philippines
Class of
Shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2021
&
100.0
100.0
100.0
100.0
100.0
100.0
100.0
2020
&
100.0
-
100.0
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.
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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.
On 17 December 2020, Intiger Group Limited (to be renamed ‘Complii FinTech Solutions Limited’) acquired 100% of
the ordinary share capital of Complii Fintech Solutions Limited (Complii) as detailed in the prospectus lodged with the
ASX on 12 November 2020
In accordance with reverse asset acquisition accounting principles under AASB 3 Business Combinations, Complii
is the deemed acquirer of Intiger Group Limited (renamed ‘Complii FinTech Solutions Limited’), gained control of the
Board and voting power by virtue of shareholdings. The consideration is deemed to have been incurred by Complii
in the form of equity instruments issued to Intiger Group Limited (to be renamed ‘Complii FinTech Solutions Limited’)
shareholders. The consolidation of these two companies is on the basis of the continuation of Complii with no fair
value adjustments, whereby Complii is the accounting parent. Therefore, the most appropriate treatment for the trans-
action is to account for it under AASB 2 Share Based Payments, whereby Complii is deemed to have issued shares to
Intiger Group Limited (renamed ‘Complii FinTech Solutions Limited’) shareholders in exchange for the net assets held
by Intiger Group Limited (renamed ‘Complii FinTech Solutions Limited’).
In this instance, the value of the Intiger Group Limited (renamed ‘Complii FinTech Solutions Limited’) shares provided
has been determined as the notional number of equity instruments that the shareholders of Complii would have had
to issue to Intiger Group Limited (to be renamed ‘Complii FinTech Solutions Limited’) to give the owners of Complii the
same percentage ownership in the combined entity.
The acquisition date fair value of this consideration has been determined with reference to the fair value of the issued
shares of Intiger Group Limited (renamed ‘Complii FinTech Solutions Limited’) immediately prior to the acquisition and
has been determined to be $1,210,118 based on 24,202,363 shares based on a value of $0.05 per share, being the
issue price under the Prospectus. As a result, transaction costs of $1,866,703 have been determined being the differ-
ence between the consideration and the fair value of net assets of Intiger Group Limited (renamed ‘Complii FinTech
Solutions Limited’) as at the acquisition date.
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Below is a summary of the consideration transferred and fair value of the assets and
liabilities acquired at acquisition date.
Fair value of consideration transferred
1,210,118
Fair value of assets and liabilities held at
acquisition date (Intiger Group Limited)
• Cash at bank
• Current Assets
• Non-Current Assets
Liabilities
Fair value of net liabilities assumed on
acquisition
Excess deemed consideration on
acquisition transaction expense
26,025
92,879
11,179
(786,668)
(656,585)
1,866,703
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.
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
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 Contingent liabilities
There are no other contingent liabilities as at 30 June 2021 (2020: Nil).
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 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 13 Key Management Personnel compensation (KMP)
13.1
The names and positions of KMP are as follows:
Mr Craig Mason Executive Chairman
Mr Alison Sarich Managing Director
Mr Greg Gaunt Non-executive Director
Mr Nick Prosser Non-executive Director (appointed 1st July 2021)
Mr Ian Kessell
Chief Operating Officer (appointed 1st August 2020)
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 7.
Refer to the remuneration report for further information on remuneration.
Note 14 Related party transactions
14.1
Other key management personnel transactions
A number of key management personnel, or their related parties, hold positions in other entities that result in them
having control or significant influence over the financial or operating policies of those entities.
The following entities transacted with the Company during the year. The terms and conditions of those transactions
were no more favourable than those available, or which might reasonably be expected to be available, on similar
transactions to unrelated entities on an arm’s length basis.
The aggregate amounts recognised during the year relating to key management personnel and their related parties
were as follows:
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Transactions value
for the year
Balance outstanding
at 30 June
2021
2020
2021
2020
Sales Revenue:
Licence fee1
Additional work1
TOTAL REVENUE FROM DIRECTOR-
RELATED ENTITIES
Goods and services provided by related
entities on commercial terms:
Interest payable2
Office expenses1
TOTAL COSTS OF SERVICES PROVIDED
BY DIRECTOR-RELATED ENTITIES
Loans provided by related entities on
commercial terms:
Unsecured loan from Marshall William
Holdings Pty Ltd3
Unsecured loan from Alison Sarich4
Unsecured loan from Lachemot Super
Pty Ltd as trustee for the Lachemot
Superannuation Fund5
Unsecured loan from Main Cat Pty Ltd as
trustee for C&K Mason Superannuation
Fund6
TOTAL LOANS PROVIDED BY
DIRECTOR-RELATED ENTITIES
(48,085)
(3,628)
(51,710)
29,040
-
29,040
-
-
-
-
-
(96,000)
(2,315)
(98,315)
50,997
-
50,997
275,000
275,000
100,000
100,000
750,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
48,127
-
48,127
275,000
275,000
100,000
100,000
750,000
Notes in relation to the table of other key management personnel transactions
1. CPS Capital Pty Ltd, a company associated with Mr Robinson, licenses software from the Group.
2. The unsecured loans provided by director-related entities were provided at an interest rate of 12.5% per annum. Refer to Note 5.5 for
further details of the unsecured loans.
3. Marshall William Holdings Pty Ltd, an entity associated with Mr Mason agreed to provide loans of up to:
a.$250,000 to the Company in the 2020 financial year.
b. $30,000 to the company in the 2021 Financial Year, which was repaid in August 2021
This loan was repaid by converting the loan and interest to ordinary shares in October 2020.
4. Mrs Sarich agreed to provide loans of up to
a. $275,000 to the Company in the 2020 financial year
This loan was repaid by converting the loan and interest to ordinary shares in October 2020.
5. Lachemot Super Pty Ltd as trustee for the Lachemot Superannuation Fund, an entity associated with Mrs Sarich agreed to provide a
loan facility of up to $100,000 to the Company. The loan is repayable within two business days following completion of a capital
raising of a minimum of $3,000,000. This loan was repaid by converting the loan and interest to ordinary shares in October 2020.
6. Main Cat Pty Ltd as trustee for C&K Mason Superannuation Fund, an entity associated with Mr Mason agreed to provide a loan
facility of up to $100,000 to the Company. An amount of $100,000 was drawn against the loan as at 30 June 2020. The loan is
repayable within two business days following the earlier of receipt of the research and development tax incentive for the 2019
financial year and completion of a capital raising of a minimum of $3,000,000. This loan was repaid by converting the loan and interest
to ordinary shares in October 2020.
All transactions with related parties are on commercial terms and under conditions no more favourable than those available to other
parties unless otherwise stated.
There were no other key management personnel transactions during the 2021 or 2020 financial years.
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Note 15 Auditor’s remuneration
15.1
Remuneration of the auditor for:
Auditing or reviewing the financial reports:
Non-audit services
Tax services
2021
$
32,500
18,300
50,800
2020
$
32,500
-
32,500
Note 16 Earnings per share (EPS)
16.1
Reconciliation of earnings to profit or loss
Loss for the year
Note
2021
$
2020
$
(4,194,240)
(3,959,691)
Loss used in the calculation of basic and diluted EPS
(4,194,240)
(3,959,691)
16.2
Weighted average number of ordinary shares outstanding
during the year used in calculation of basic EPS
176,285,896
21,148,505
Weighted average number of dilutive equity instruments outstanding
16.5
N/A
N/A
16.3
Weighted average number of ordinary shares outstanding
during the year used in calculation of basic EPS
176,285,896
21,148,505
16.4
Earnings per share
Basic EPS (cents per share)
Diluted EPS (cents per share)
16.5
(2.38)
N/A
(18.72)
N/A
16.5
Diluted earnings per share
As at 30 June 2021 the Group has 82,333,338 unissued shares under options (2020: 5,950,000) . The Group does
not report diluted earnings per share on losses generated by the Group. During the 2021 year the Group’s unissued
shares under option were anti-dilutive.
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Note 17 Share-based payments
17.1
Share-based payment expense
Note
17.2
2021
$
2020
$
256,740
184,146
17.2
Share-based payment arrangements in effect during the period
Outstanding at the beginning of the year
Share based payment expense
2021
$
437,071
256,741
Reversal of lapsed options
(252,927)
2020
$
271,758
184,146
-
Options granted
66,667
(18,833)
Outstanding at year-end
507,551
437,071
17.3
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.
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
17.4
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.
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Note 18 Operating segments
18.1
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.
18.2
Basis of accounting for purposes of reporting by operating segments
18.2.1
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.
18.3
Revenue by geographical region
Revenue attributable to external customers is disclosed below,
based on the location of the external customer:
Australia
Total revenue
18.4
Assets by geographical region
The location of segment assets by geographical location of the
assets is disclosed below:
Australia
Philippines
Total assets
2021
$
-
2020
$
-
2,024,663
1,169,875
2,024,663
1,169,875
4,280,511
449,849
94,557
-
4,375,068
449,849
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
18.5
Major customers
Complii FinTech Solutions ltd has 1 major client, which represents 25% of its revenue.
18.6
Financial Position of Complii FinTech Solutions Ltd.
Current assets
Non-current assets
Total revenue
Current liabilities
Total liabilities
Net (liabilities)/assets
Equity
Issued capital
Share-based payment reserve
Accumulated losses
Total equity
18.6.1
Financial performance of Complii FinTech Solutions
Loss for the year
Other comprehensive income
Total comprehensive income
18.7
Guarantees
2021
$
2020
$
6,254,752
1,021,288
3,790,367
2,666,478
10,045,119
83,599
575,590
615,466
1,761,989
1,855,276
9,429,653
1,832,490
14,382,790
5,441,323
507,551
437,071
(5,460,688)
(4,045,904)
9,429,653
1,832,490
2021
$
2020
$
(1,677,703)
(799,883)
-
-
(1,677,703)
(799,883)
There are no guarantees entered into by Complii FinTech Solutions for the debts of its subsidiaries as at 2021
(2020: none).
18.8
Contractual commitments
The parent company has no capital commitments at 2021 (2020: $nil).
18.9
Contingent liabilities
There are no contingent liabilities to report for the period 2021 (2020: none).
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Note 19 Statement of significant accounting policies
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.
19.1
Basis of preparation
19.1.1
Reporting Entity
Complii FinTech Solutions (Complii 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 Complii 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 Complii , as the parent entity, have not been presented with this financial report
as permitted by the Corporations Act 2001 (Cth).
19.1.2
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.
19.1.3
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 consolidated entity incurred a loss for the year ended 30 June 2021 of $4,194,240 (2020 loss: $3,959,691) and
net cash outflows from operating activities of $2,028,012 (2020: $1,031,069 outflows).
The Directors have prepared a cash flow forecast which indicates that the consolidated entity will have sufficient cash
flows to meet all commitments and working capital requirements for the 12 months period from the date of signing this
financial report.
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19.1.4
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.
19.2
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.
19.3
Foreign currency transactions and balances
19.3.1
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.
19.3.2
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.
19.3.3
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:
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
a. 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
b. 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.
19.4
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.
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 19.4.1.
19.4.1
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 Share-based payments
Refer note 17 Share-based payments.
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19.5
Fair Value
19.5.1
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).
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).
19.5.2
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
Measurements based on inputs other
Measurements based on unobservable
(unadjusted) in active markets for identical
than quoted prices included in Level
inputs for the asset or liability.
assets or liabilities that the entity can
1 that are observable for the asset or
access at the measurement date.
liability, either directly or indirectly.
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.
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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.
19.5.3
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.
19.6
Accounting Standards that are mandatorily effective for the current reporting year
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting
Standards Board (AASB) that are relevant to its operations and effective for an accounting period that begins on
or after 1 January 2020. New and revised Standards and amendments thereof and Interpretations effective for the
current year that are relevant to the Group include:
• AASB 2018-6 Amendments to Australian Accounting Standards – Definition of a Business
• AASB 2018-7 Amendments to Australian Accounting Standards – Definition of Material
• AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework
• AASB 2019-3 Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform
• AASB 2019-5 Amendments to Australian Accounting Standards – Disclosure of the Effect of New IFRS
Standards Not Yet Issued in Australia.
The Directors have determined that there is no material impact of the new and revised Standards and Interpretations
on the Group and, therefore, no material change is necessary to Group accounting policies
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AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Standards and intepetations in issue not yet adopted
At the date of authorisation of the financial statements, the Group has not applied the new and revised Australian
Accounting Standards, Interpretations and amendments that have been issued but are not yet effective. Based on a
preliminary review of the standards and amendments, the Directors do not anticipate a material change to the
Group’s accounting policies, however further analysis will be performed when the relevant standards are effective.
Note 20 Company details
The registered office of the Company is:
Address:
Street:
6.02 56 Pitt SYDNEY NSW 2000
Telephone:
Facsimile:
+61 (0)8 6141 3500
+61 (0)8 6141 3599
Postal:
6.02 56 Pitt SYDNEY NSW 2000
Page 62
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Directors’ declaration
The Directors of the Company declare that:
1.
The financial statements and notes, as set out on pages 18 to 62, are in accordance with the Corporations
Act 2001 (Cth) and:
(a)
(b)
comply with Accounting Standards;
are in accordance with International Financial Reporting Standards issued by the International
Accounting Standards Board, as stated in Note 19.1 to the financial statements; and
(c)
give a true and fair view of the financial position as at 30 June 2021 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:
CRAIG MASON
Chairman
Dated this Tuesday, 31 August 2021
Page 63
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMPLII FINTECH SOLUTIONS LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Complii Fintech Solutions Limited (“the Company”) and its
subsidiaries (“the Consolidated Entity”), which comprises the consolidated statement of financial
position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive
income, the consolidated statement of changes in equity and the consolidated statement of cash flows
for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies, and the directors’ declaration.
In our opinion:
a.
the accompanying financial report of the Consolidated Entity is in accordance with the
Corporations Act 2001, including:
(i)
giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2021
and of its financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
b.
the financial report also complies with International Financial Reporting Standards as disclosed
in note 19.1.2.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Consolidated Entity in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key Audit Matter
How our audit addressed the Key Audit Matter
Revenue Recognition
During the year ended 30 June 2021,
Our procedures amongst others included:
the Consolidated Entity generated
revenue of $2,024,663 (2020:
$1,169,875).
Revenue recognition is considered a
key audit matter due to its financial
significance.
• We reviewed the Consolidated Entity’s revenue accounting policy
and their contracts with customers and assessed its compliance
with AASB 15 Revenue from Contracts with Customers;
• Performed substantive audit procedures on a sample basis by
verifying revenue to relevant supporting documentation including
verification contractual terms of the relevant license fee
transaction, verification of receipts and ensuring the revenue was
recognised at the appropriate time and classified correctly; and
•
Performed cutoff procedures to assess whether revenue is
recorded in the correct period.
Accounting for Reverse Acquisition
As disclosed in note 11.1.1 of the
Our procedures amongst others included:
Consolidated Financial statements, on
17 December 2020, the Company
• Evaluation of management’s assessment of the combining
completed a reverse acquisition.
entities to determine which entity obtained control as a result of
the transaction.
This is a key audit matter due to the
• Review of contractual agreements relating to the acquisition and
size of the acquisition with a deemed
understanding the key terms and conditions of the transaction;
purchase consideration of $1,210,118
• Assessment of the calculation of the deemed consideration with
and complexities inherent in a reverse
underlying information inputs including share price with the terms
acquisition.
of the acquisition agreement;
• Performance of procedures on the acquisition date balance sheet
with reference to the acquisition agreement and underlying
supporting documentation;
• Review of consolidation of the combining entities in line with
reverse acquisition accounting requirements.
• We assessed the appropriateness of the disclosures included in
Notes 11.1.1 to the financial report.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Consolidated Entity’s annual report for the year ended 30 June 2021 but does not include
the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and
for such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error. In note 19.1.2, the directors also state in accordance with Australian Accounting Standard AASB
101 Presentation of Financial Statements, that the financial report complies with International Financial
Reporting Standards.
In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the
Consolidated Entity or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
•
•
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Consolidated Entity’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Consolidated Entity’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the
Consolidated Entity to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Consolidated Entity to express an opinion on the financial report.
We are responsible for the direction, supervision and performance of the Consolidated Entity
audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2021. The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to
express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
Auditor’s Opinion
In our opinion, the Remuneration Report of Complii Fintech Solutions Limited, for the year ended 30
June 2021, complies with section 300A of the Corporations Act 2001.
HALL CHADWICK
Chartered Accountants
DOUG BELL CA
Partner
Dated at Perth this 31st day of August 2021
Additional Information for Listed Public Companies
The following additional information is required under the ASX Listing Rules and is current as of 20 August 2021.
Capital structure
Security
Fully paid ordinary shares
Total Holders
299,153,562
Options exercisable at $0.05 each on or before 31 December 2022 (Tranche 1 Complii Options)
31,000,003
Options exercisable at $0.05 each on or before 31 December 2023 (Convertible Note Options)
10,000,000
Options exercisable at $0.10 each on or before 31 December 2023 (Tranche 2 Complii Options)
41,333,335
Performance rights
29,250,000
Page 69
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Top Holders
The 20 largest registered holders of fully paid ordinary shares were:
Rank
Holder Name
Number of Ordinary
Fully Paid Shares
Held
% Held of
Issued Ordinary
Capital
1
2
3
4
5
6
7
8
9
MR ANTHONY RAYMOND CUNNINGHAM
27,728,708
WICKLOW CAPITAL PTY LTD
16,004,864
MARSHALL WILLIAM HOLDINGS PTY LTD
11,409,010
ALISON SARICH
NCMAO INVESTMENTS PTY LTD
MAGENTACITY PTY LTD
MR MICHAEL STANLEY CARTER
9,043,779
8,667,061
7,000,000
6,540,145
SANLAM PRIVATE WEALTH PTY LTD
6,250,000
CELTIC CAPITAL PTY LTD
10
TERAGOAL PTY LTD
11
MR ANDREW DAVID WILSON
12
MAGENTA CITY PTY LTD
6,000,000
5,726,909
5,540,145
4,982,761
13
BNP PARIBAS NOMINEES PTY LTD
4,816,954
14
MAIN CAT PTY LTD
15
ZENIX NOMINEES PTY LTD
16
MR PAUL RICHARD FIELDING
17
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
18
CHELSEE LARMER
19
MR NICHOLAS STUART BEATON DUNCAN
20
ZETTA GROUP LIMITED
4,752,573
4,187,500
3,680,082
3,300,336
3,108,948
2,940,000
2,807,007
9.27%
5.35%
3.81%
3.02%
2.90%
2.34%
2.19%
2.09%
2.01%
1.91%
1.85%
1.67%
1.61%
1.59%
1.40%
1.23%
1.10%
1.04%
0.98%
0.94%
Total
144,486,782
48.30%
Page 70
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Distribution Schedule
Fully paid ordinary shares
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Holders
830
582
215
491
300
Units
283,338
1,393,381
1,539,751
18,122,700
277,814,392
2418
299,153,562
Tranche 1 Complii Options (exercisable at $0.05 each on or before 31 December 2022)
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Holders
-
1
2
52
41
96
Units
-
2,680
13,132
2,151,944
28,832,247
31,000,003
Tranche 2 Complii Options (exercisable at $0.10 each on or before 31 December 2023)
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Holders
Units
-
1
1
47
47
96
-
3,574
7,147
2,193,335
39,129,279
41,333,335
%
0.09%
0.47%
0.51%
6.06%
92.87%
100.00%
%
-
0.01%
0.04%
6.94%
93.01%
100.00%
%
-
0.01%
0.02%
5.30%
94.67%
100.00%
Page 71
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 Substantial Shareholders
The names of substantial shareholders and the number of shares to which each substantial shareholder and their
associates have a relevant interest, as disclosed in substantial shareholding notices given to the Company, are set
out below:
Holder Name
Number of Shares
Tony Cunningham
Jason Peterson
Kylie Mason
27,728,708
22,004,864
15,661,583
Unmarketable Parcels
There were 1,602 shareholders holding less than a marketable parcel of shares (being 9,615 shares), comprising a
total of 2,966,854 shares.
Unquoted Securities
Unquoted securities on issue were:
Performance Rights
Class
Expiry Date
Number of Rights
Number of holders
Performance Rights
10 December 2025
Performance Rights
30 March 2026
25,250,000
4,000,000
2
1
The holders of the performance rights are disclosed in the Remuneration Report contained in the Directors’ Report. The
Performance Rights are subject to vesting conditions and were issued under the Complii Performance Rights Plan.
Class
Expiry Date
Number of Options
Tranche 1 Complii Options
10 December 2025
Convertible Note Options
31 December 2023
Tranche 2 Complii Options
31 December 2023
31,000,003
10,000,000
41,333,335
Exercise
Price
Number of
holders
$0.05
$0.05
$0.10
96
4
96
Page 72
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Tranche 1 Complii Options
The top 20 holders of the Tranche 1 Complii Options were as follows:
Rank
Holder Name
Number of
Ordinary Fully
Paid Shares Held
% Held of
Issued Ordinary
Capital
1
MR ANTHONY RAYMOND CUNNINGHAM
4,598,476
14.83%
2 WICKLOW CAPITAL PTY LTD
4,104,848
13.24%
MARSHALL WILLIAM HOLDINGS PTY LTD
2,727,252
3
4
5
6
7
8
9
ALISON SARICH
NCMAO INVESTMENTS PTY LTD
MR MICHAEL STANLEY CARTER
MR ANDREW DAVID WILSON
MAGENTA CITY PTY LTD
MAIN CAT PTY LTD
10
CHELSEE LARMER
11
ZETTA GROUP LIMITED
12
LACHEMOT SUPER PTY LTD
13 MR KYLE BRADLEY HAYNES
14
SOBOL CAPITAL PTY LTD
15
SIMONE HETHERINGTON
16
NELCAN PTY LTD
17 MR ROBERT EVANS & MS ANN HADDEN
18 MRS SUZANNAH JANE QUAY
19
RACT SUPER PTY LTD
20
ZACHARY LARMER
2,260,945
2,166,765
1,385,036
1,385,036
1,245,690
1,188,143
777,237
701,752
628,243
461,679
461,679
320,362
259,079
259,079
249,755
242,887
232,865
8.80%
7.29%
6.99%
4.47%
4.47%
4.02%
3.83%
2.51%
2.26%
2.03%
1.49%
1.49%
1.03%
0.84%
0.84%
0.81%
0.78%
0.75%
Total
25,656,808
82.77%
Page 73
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021 Tranche 2 Complii Options
The top 20 holders of the Tranche 2 Complii Options were as follows:
Rank
Holder Name
Number of
Ordinary Fully
Paid Shares Held
% Held of
Issued Ordinary
Capital
1
MR ANTHONY RAYMOND CUNNINGHAM
6,131,301
14.83%
2 WICKLOW CAPITAL PTY LTD
5,473,130
13.24%
MARSHALL WILLIAM HOLDINGS PTY LTD
3,636,336
3
4
5
6
7
8
9
ALISON SARICH
NCMAO INVESTMENTS PTY LTD
MR MICHAEL STANLEY CARTER
MR ANDREW DAVID WILSON
MAGENTA CITY PTY LTD
MAIN CAT PTY LTD
10
CHELSEE LARMER
11
ZETTA GROUP LIMITED
12
LACHEMOT SUPER PTY LTD
13 MR KYLE BRADLEY HAYNES
14
SOBOL CAPITAL PTY LTD
15
SIMONE HETHERINGTON
16
NELCAN PTY LTD
17 MR ROBERT EVANS & MS ANN HADDEN
18 MRS SUZANNAH JANE QUAY
19
RACT SUPER PTY LTD
20
ZACHARY LARMER
3,014,593
2,889,020
1,846,715
1,846,715
1,660,920
1,584,191
1,036,316
935,669
837,657
615,572
615,572
427,150
345,439
345,439
333,006
323,849
310,487
8.80%
7.29%
6.99%
4.47%
4.47%
4.02%
3.83%
2.51%
2.26%
2.03%
1.49%
1.49%
1.03%
0.84%
0.84%
0.81%
0.78%
0.75%
Total
34,209,077
82.77%
Convertible Note Options
Page 74
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
The holders of the Convertible Note Options were as follows:
Rank
Holder Name
Number
%
1 WINDAMURAH PTY LTD
2,500,000
25.00%
2
3
MR ALLAN GRAHAM JENZEN & MRS ELIZABETH JENZEN
MR ADAM STUART DAVEY
4
PETERS INVESTMENTS PTY LTD
2,500,000
25.00%
2,500,000
2,500,000
25.00%
25.00%
Total
10,000,000
100.00%
Restricted Securities
Number
Escrow period
Fully paid ordinary shares
1,650,748
Restricted securities until 28 October 2021
213,698
Restricted securities until 10 December 2021
65,134,810
Restricted securities until 17 December 2022
Tranche 1 Complii Options
(exercisable at $0.05 each on or before 31 December 2023)
11,249,683
Restricted securities until 10 December 2021
30,307
Restricted securities until 22 January 2022
19,720,013
Restricted securities until 17 December 2022
Tranche 2 Complii Options
(exercisable at $0.10 each on or before 31 December 2023)
14,999,575
Restricted securities until 10 December 2021
40,409
Restricted securities until 22 January 2022
26,293,351
Restricted securities until 17 December 2022
Convertible Note Options
(exercisable at $0.05 each on or before 31 December 2023)
10,000,000
Restricted securities until 10 December 2021
Performance Rights
29,250,000
Restricted securities until 17 December 2021
Page 75
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021
Restricted Securities
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.
• 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 and subsequently registered as ordinary shares.
• Performance rights: performance rights do not entitle the holders to vote in respect of that equity instrument, nor
participate in dividends, when declared, until such time as the performance rights are vested and converted and
subsequently registered as ordinary shares.
ASX Admission Statement
During the financial year, the Company applied its cash in a way that is consistent with its business objectives.
On-Market Buy-Back
There is no current on-market buy-back.
Page 76
AND CONTROLLED ENTITIESABN 71 098 238 585 Annual Report 30 June 2021