More annual reports from Complii FinTech Solutions Ltd:
2023 ReportANNUAL REPORT FY22
STAFF TRADINGFINANCIAL CRIMESCADDIEADVISERBIDACCOUNT FASTPRIMARY MARKETSRISK MANAGEMENTCOMPLIICOMPLIIBOOMONLINE PORTFOLIOONLINE PORTFOLIOCORPORATE HIGHWAYCOMPLAINTSCOMPLAINTSFINANCIAL CRIMESPPPPMMPPPPLLLIPPLLICOMPLIANCEONLINE PORTFOLIOONLINE PORTFOLIOSTAFF TRADINGSTAFF TRADINGFINANCIAL CRFINANCIAL CRFINANCIAL CRIM Corporate directory
Current Directors
ABN
71 098 238 585
Craig Mason
Executive Chairman
Registered
Office
6.02 56 Pitt Street
Sydney NSW 2000
6.02 56 Pitt Street
Sydney NSW 2000
+61 (02) 9235 0028
info@complii.com.au
www.complii.com.au
Alison Sarich
Managing Director
Gavin Solomon
Executive Director
Appointed 3 November 2021
Greg Gaunt
Non-Executive Director
Nick Prosser
Non-Executive Director
Appointed 1 July 2021
Company Secretary
Karen Logan
Auditors
Hall Chadwick WA Audit Pty Ltd
Share
Registry
Solicitors
to the
Company
Securities
Exchange
283 Rokeby Road
Subiaco WA 6008
+61 (08) 9426 0666
Automic Group
L 2, 267 St Georges Terrace
Perth WA 6000
GPO Box 5193
Sydney NSW 2001
1300 288 664
or +61 2 9698 5414
www.automicgroup.com.au
Grillo Higgins
114 William Street
Melbourne VIC 3000
Australian Securities Exchange
Level 40, Central Park,
152-158 St Georges Terrace
Perth WA 6000
www.asx.com.au
ASX Code
CF1
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 www.
complii.com.au/for-shareholders/corporate-governance
and will be lodged with ASX at the same time that this
Annual Report is lodged with ASX.
Annual Report FY22 2
Complii FinTech Solutions Contents
Corporate directory
Contents
Operations review
Directors’ report
1 Directors
2 Company Secretary
3 Dividends paid or recommended
4 Significant Changes in the state of affairs
5 Operating and financial review
6
Information relating to the directors
7 Meetings of directors and committees
8
Indemnifying officers
9 Options
10 Performance Shares
11 Non-audit services
12 Proceedings on behalf of company
13
Indemnification of auditors
14 Auditor’s independence declaration
15 Remuneration report (audited)
Auditor’s independence declaration
Financial report
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
Section A How the Numbers are calculated (Note 1 to 7)
Section B Risk (Note 8 and 9)
Section C Group structure (Note 10 and 11)
Section D Unrecognised items (Note 12)
Section E Other information (Note 13 to 21)
Directors’ declaration
Independent auditor’s report
Additional Information for listed public companies
Annual Report FY22 3
2
3
4
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82
Complii FinTech Solutions
Operations review
The 1 July 2021 to 30 June 2022 Financial Year (FY22)
marked a significant milestone for Complii FinTech
Solutions Ltd (Complii Group), with the shift from an
operating loss of $4,194,240 in FY21 to a profit of $114,937 in
FY22 (ref to page 37 for breakdown).
This result reflects significant progress towards Complii
Group’s core goal to become Australia’s leading provider of
transparent, efficient, integrated, user-friendly online tools
for trading and management of securities in private/unlisted
companies and funds, and their capital raisings.
Driven by a combination of business acquisitions and organic growth, annual revenue for the
Group increased by 327% to $8,643,000 in FY22, up from $ 2,025,000 in FY21. This result clearly
demonstrates the strong trajectory of growth for the Complii Group and, more specifically, its
ability to accelerate acquired business units growth by leveraging the Complii Group’s strong
brand and market footprint across the wider financial services sector.
Organic growth
Revenue from existing business units including Complii, Boom, Think Caddie, and
Account Fast, grew by 34% from $1,992,997 during FY21 to $2,675,334 in FY22. The number
of AFSL Holders subscribing to one or more of these integrated services increased by 21%
from 100 to 121, while the average subscription value of modules to which each AFSL client
subscribed rose 13% from $214,000 in FY21 to $243,000 in FY22.
Group profit / loss
FY20 FY21
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FY22
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PrimaryMarkets acquisition
Group revenue
The key accomplishment of FY22 was Complii Group’s 100% acquisition of PrimaryMarkets
Pty Limited (PrimaryMarkets), concluded on 3 November 2021, which completed a further
substantial step towards assembling Australia’s first end-to-end Fintech online platform, now
supplemented by integrated trading capabilities within the Complii Group.
Operating since 2016, PrimaryMarkets provides an off-market trading platform for
sophisticated, professional, and institutional investors, enabling trading opportunities in equity
in private/unlisted companies and funds and capital raisings via their global network of over
110,000 private investors. This online trading capability complements Complii’s established
capital raising compliance management software (Advisor Bid) and the Group’s recently
upgraded Corporate Highway platform (Corporate Highway).
Complii Group’s ability to widely promote PrimaryMarkets’ off-market trading platform
within Australia’s private equity trading community and financial services sector, backed by
its reputation for conservative governance, in-built compliance assurance and transparency,
have already accelerated PrimaryMarkets’ rate of growth. The value of trades made through the
off-market trading platform increased by 521% to deliver $6m in revenue in FY22, from $2.3m
in FY21, underpinning PrimaryMarkets’ significant contribution to Complii Group’s revenue lift
from 3 November 2021.
Financial position
Cash at Bank as at 30 June 2022 of $5,736,421, an increase of 43.5%
Annual Report FY22 4
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FY20 FY21 FY22
Complii FinTech Solutions Operations review continued
from the previous financial year (30 June 2021,
$3,998,000).
Executive Chair’s summary
With the creation of Complii FinTech Australia
Ltd through the completion of the $7m public
offer and off-market takeover of the Complii Group
by Intiger Limited on 10 December 2020, shareholders
mandated the newly appointed Board to pursue a strategy of
acquisitions and R&D to develop an integrated SaaS platform that
is uniquely positioned in the Australian Fintech industry.
I am pleased to report that the strength and clarity of this strategy has
been demonstrated by our shift to profitability this financial year, along with
our growing reputational strength and shareholder loyalty. The dramatic lift in
performance of PrimaryMarkets since the acquisition and its integration with the
Complii Group on the 3rd November 2021, provides further clear evidence of the
ongoing potential to leverage the Group’s scale and service integration capabilities,
to deliver better value for our clients and users.
The Complii Group remains debt free, has not raised any new equity since December
2020 and has $5,736,421 cash at bank as at 30 June 2022.
Reflecting this strong operational performance, we are also pleased to report that our
share price increased by 33.3% over the financial year, a period in which the ASX200
fell by -9.6% and the ASX200 INF TECH index was the worst performing sector,
declining by -38.6%.
Comparatively, Complii’s (ASX.CF1) share price performance was therefore +72.0%
above our sectoral average. Should Complii continue to perform at these levels the
Board will consider paying a dividend in future reporting periods.
With further potential acquisitions underway or under consideration for next year,
the Complii Group is confident of its ability to realise the goal of becoming the first
truly integrated operating and trading platform, custom designed for AFSL holders
and other participants operating in Australia’s private equity trading and capital
raising marketplace. Our aim remains to deliver the assurance of built-in compliance,
transactional transparency, effective risk mitigation and superior operational
efficiency as a Fintech service provider.
Our strong balance sheet, now supported with net positive operating cash flows,
positions us very well to complete the final steps of integrated platform development
and deployment of the Corporate Highway. Achieving this should move us rapidly
to a position of sustained profitability and steady organic growth. This will be
underpinned by continuing adoption of additional service modules by existing
clients, further penetration of substantial AFSL holders in the advisory and broker
sector, and broader cross-selling opportunities amongst private equity investors,
unlisted corporations and funds linked through our integrated network of Fintech
service users.
PrimaryMarkets
trading value
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FY20 FY21 FY22
FY22 Share price
performance
(cid:26)(cid:26)(cid:29)(cid:26)(cid:27)
ASX
200
ASX
Info
tech
CF1
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Annual Report FY22 5
Complii FinTech Solutions Operations review continued
Managing Director’s summary
Operationally, the Complii Group has grown and merged into
a substantial player within Australia’s hotly contested Fintech
marketplace. With staff numbers more than doubling from 20
at the end of FY20 to 43 at the end of FY22, we are now equipped
with the capabilities and resources needed to develop and manage
increasingly integrated and customised SaaS solutions for a wide range
of client types.
Bringing staff from all our business units together into a single
office has not only realised significant cost savings and operational
efficiencies, but also fostered a more innovative culture where
opportunities for improved service delivery and complementary
service extensions are easier to identify, plan and develop.
The quality of customer relationships and service satisfaction levels
remains our top priority, as it is our ability to understand users’
operating needs and resolve their pain points which drives their
enduring loyalty and willingness to further integrate Complii Group
modules into their own business management systems.
Having heavily focussed to date on product development and
integration, supported by positive collaboration with key AFSL holding
clients – many of whom are also substantial shareholders – we are
now ready to broaden our focus more onto new client acquisition,
supported by a stronger marketing presence.
With 121 AFSL holding clients (with 3,500+ registered users) to the end
of FY22, up from 100 at the end of FY21, our aim to accelerate growth of
market penetration in this sector is a top priority in the coming year.
In summary, we are pleased to report that our operational capabilities
are well developed to manage further business unit integrations and
organic growth efforts, driven increasingly by new client acquisitions
alongside the extension of service uptake by existing clients.
Annual Report FY22 6
Complii FinTech Solutions
Operations review continued
Business unit performance
Staff
Trading
Financial
Crimes
Overview
As Complii Group has acquired and
developed an increasing number of
business units and distinct service
offers, we have simplified our model by
defining an over-arching framework to
uniquely position and capture customer
value of each module, as part of an
integrated SaaS suite.
Broadly, each of our business units and
service offers primarily aligns with one of
three basic user benefits:
› Ensure compliance
› Enable efficiency
› Empower competitive advantage
Compliance
(cid:31)(cid:24)(cid:20)(cid:19)(cid:25)(cid:26)
Complaints
Risk
Management
Adviser Bid
inc. Corporate
Highway
(cid:31)(cid:30)(cid:29)(cid:28)(cid:27)(cid:26)(cid:25)
(cid:31)(cid:24)(cid:23)(cid:22)(cid:21)(cid:26)
Online
Portfolio
Their specific roles and financial performance are
summarised below in relation to these categories, while the chart
below illustrates the breakdown of annual revenue between five distinctly
branded service offerings that currently make up the Complii Group.
Overall revenue breakdown
Whilst there has been good organic growth in revenues from the existing
Complii FinTech modules, the major contributor to revenue growth in FY22
has originated from the PrimaryMarkets acquisition and its integration into
the Complii Group:
FY21
Increased revenue
(excluding R&D)
FY22
(cid:31)(cid:24)(cid:29)(cid:23)(cid:26)(cid:22)(cid:29)(cid:26)(cid:26)(cid:23)
(cid:31)(cid:30)(cid:29)(cid:28)(cid:27)(cid:28)(cid:29)(cid:26)(cid:26)(cid:25)
Annual Report FY22 7
Complii FinTech Solutions Operations review continued
Complii FinTech modules
The growing suite of Complii FinTech modules span all three areas of user benefit
and are best considered as a widening array of operational support software
specifically designed for AFSL holders. Overall, the integrated Complii branded
software suite now includes the seven key modules summarised below:
Primary value Complii FinTech module
Core function
ENSURE
ENABLE
Compliance
Fulfill all AFSL related compliance functions
(includes SOA3000 released in FY22)
Substantially
Updated in FY22
Financial Crimes
Alert to suspicious trading and screen clients / investors
Risk management
Identify, manage, and control risks across an entire organisation
Complaints
Adviser Bid
Manage resolution, notify, and alert
for mandatory obligation deadlines
Added in FY22
Automated distribution and acceptance of corporate deals
(includes Corporate Highway Phase 3 released in FY22)
Substantially
Updated in FY22
EMPOWER
Online Portfolio
Portal for Adviser’s clients to access
information and download forms
AccountFast
Integrated Online Account Opening tool
The total number of Complii FinTech AFSL holding subscribers increased from
100 at the end of FY21 to 121 at the end of FY22 (up by 21%), with the total
number of licenced users (primarily financial advisers and stockbrokers)
increased from 3,000 to 3,500 over the same period.
Revenue from licensee fees increased from $1.26m in FY21 to $1.84m
in FY22, up by 46%. Service fee’s have increased from $764K in FY21 to $6.8m in
FY22, up by 790% with the acquisition of PrimaryMarkets in FY22.
On average, the value of Complii FinTech subscriptions rose from $18.5k per
subscribing client organisation in FY21to $20.1k in FY22, through taking on
additional Complii modules / functions.
Annual Report FY22 8
Complii FinTech Solutions
Operations review continued
Empower modules
A primary driver of customer demand for Complii Group offers are fintech service
offers that empower superior business performance and operational efficiencies.
The two most important Empower modules are key client value drivers.
Complii Advisor Bid (incorporating Corporate Highway)
Empowering automated distribution and acceptance of corporate deals through
a network of over 3,500 AFSL licenced advisors and brokers, this module now
incorporates Corporate Highway, which promotes awareness of and facilitates access
to corporate deal flow and liquidity within the Complii community.
While the number of corporate deals managed through Advisor Bid rose slightly,
from 3,252 in FY21 to 3,339 in FY22, the average deal value declined slightly. Total deal
value through Advisor Bid was $14.6B in FY21 compared to $14.0B in FY22. These
numbers represent the sheer volume of Capital raisings done across Australia which
are done through the Complii system.
PrimaryMarkets
PrimaryMarkets’ off-market trading platform allows trading by private equity
investors from around the world to create liquidity for equity in private/unlisted
companies and funds as well as those entities raising new capital. Fully acquired by
Complii Group on 3 November 2021, Complii Group revenue of around $6.128m
was contributed by PrimaryMarkets’ fees and grants received from November 2021
to June 2022. The quarterly breakdown of client driven revenue clearly highlights the
accelerated growth impact of Complii Group’s takeover of PrimaryMarkets, initially
announced in September 2021.
$50 m
$40 m
$30 m
$20 m
$10 m
$0
PrimaryMarkets unlisted share trading volume
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Mar
18
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Annual Report FY22 9
Complii FinTech Solutions Operations review continued
Ensure modules
ThinkCaddie
In addition to three Complii FinTech branded Ensure modules, this category also
includes Caddie, which ensures that AFSL holders fully and successfully meet all
their obligations in relation to continuing professional development (CPD). Since its
acquisition in November 2019, Caddie has steadily grown its number of users and
associated revenue. With 664 users at the end of FY22, up from 446 at the end of FY21,
Caddie revenues have grown by 51% year on year, to $150,600 in FY22.
Half yearly growth - Users and Revenue
Total
users
800
600
400
200
Dec
19
Jun
20
Dec
20
Jun
21
Dec
21
Jun
22
Annual Report FY22 10
Total
Revenue
$80 k
$60 k
$40 k
$20 k
$0
Complii FinTech Solutions Operations review continued
Enable modules
Apart from the Risk Management and Complaints modules of Complii FinTech, the
Group offers two other modules in this category.
BOOM
Boom (Back Office Online Management) is an online client account administration
and paraplanning module that enables more efficient information capture and
management that significantly reduces administrative costs and increases Adviser
productivity. Digital information management also enables a wide range of other
opportunities for cost saving including offshore processing, application process
automation, and digitisation of audit trails, all of which frees up advisors’ time for
improved client servicing and empowers individual adviser strategies for improving
client outcomes.
BOOM has seen a slight decline in revenues from $140,000 in FY21, down to $120,000
in FY22, but early indicators for FY23 are showing a stronger rebound.
AccountFast
AccountFast enables instant, automated account establishment, with smartphone
input and capture of relevant client details and documents for new adviser client
onboarding and online service management. Screen-based client signature,
identification, credit card capture and verification, are all capabilities that save time
and minimise risks.
Client usage of Account Fast module has been consistent throughout FY22 .
Annual Report FY22 11
Complii FinTech Solutions
Operations review continued
Leverageable scale
Since the original merger that created Complii FinTech Solutions Australia Ltd in December 2020, staff numbers in the Group have more
than doubled. This follows the IP and human resources integration of six previously separate specialist entities that have so far been
brought together under the Complii Group umbrella.
At the end of FY22, with 43 staff all operating out of Complii Groups’ head office in the financial district of Sydney’s CBD, the Group’s total
network of connection with clients, users and managers of the unlisted companies and funds that utilise our services now represents a
very significant competitive advantage, which continues to be supported by an unparalleled body of knowledge and integrated Fintech
development and customisation capabilities.
Our growing scale and effective shift to operating cost recovery will enable Complii Group to build further on the operational savings
and efficiencies created by a large, integrated group of specialists focused on a narrowly defined set of target segments. The potential
scope for growing Complii’s set of integrated and complementary modular offerings can now be carefully extended beyond our core
target of larger AFSL holding aggregators, to directly target the closely related segments of unlisted corporate entities and funds, as well
as substantial investors in private equity.
Our knowledge and human resources can be leveraged to explore and develop innovative new ways to empower clients as they
seek to capitalise on their competitive advantage, enable effective risk mitigation and cost minimisation, and ensure their continuing
compliance with AFSL and other regulations surrounding off-market capital raising and trading activity.
With the addition of PrimaryMarkets and its direct exposure to a very large number of sophisticated, professional, and institutional
investors globally, the total network of active users linked through the Group’s diverse software modules also represents a very
significant opportunity. Serving as a pivot point for market-responsive innovations, the Complii Group has the potential to support
industry-wide initiatives that will support substantially more opportunities for Australian business to compete in the global market for
investment funding.
Assuming the Broad recommended takeover of Registry Direct is completed, the three tiers of Complii Group’s client and user
connected networks will be unprecedented, as a feature of Australia’s off-market capital raising and equity trading sector.
Complii Group’s leverageable trading network
€ (cid:141)
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* Subject to RegistryDirect board
recommended acceptance of
June 2022 Takeover Offer
Annual Report FY22 12
Complii FinTech Solutions AFSL market penetration*
(cid:28)(cid:27)(cid:29)
(cid:18)
(cid:19)
(cid:20)
(cid:21)
(cid:22)
(cid:23)
(cid:24)
(cid:17)
(cid:31)
(cid:31)
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(cid:28)(cid:30)(cid:29)
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(cid:23)
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(cid:31)(cid:30)(cid:29)
(cid:18)
(cid:19)
(cid:20)
(cid:21)
(cid:22)
(cid:23)
(cid:24)
(cid:30)
(cid:26)
(cid:25)
FY20 FY21 FY22
* Client number as %
of larger AFSL aggregators
Operations review continued
Outlook
Increased AFSL market penetration
With an estimated current penetration of around 24% of the large AFSL holding
aggregators representing the primary target market for most of our SaaS offers
and the continuing refinement of their user-friendly integration into clients’ wider
operating systems, the Complii Group is now well positioned to invest in increasing
its level of market penetration through more active traditional, social and digital
marketing and new business development initiatives.
The continuous improvement of our prospective customer engagement capabilities
and ability to devote more human resources to this effort will be key to driving new
client subscriptions in the coming financial year.
New product research and development
Investment in new product development has been key to our ability to secure and
extend core client subscriptions.
With total R&D funding grants of $0.94m in FY22 (for expenses incurred in FY21),
we have successfully completed the integration of value-adding modules including
the new SOA3000 module, Complaints module, PrimaryMarkets trading website
upgrade and mobile app, upgrades to ThinkCaddie and the launch of Corporate
Highway Phase 3. We have also commenced and are well underway to completing
the integration of PrimaryMarkets into the Complii platform, staff trading module,
updates to the Corporate Highway and the Complii architecture transformation.
Registry Direct acquisition
Initiated in FY22, but awaiting completion, the Takeover Offer for Registry Direct
Limited (ASX.RD1) aims to add compliant registry functions for 100% unlisted and
listed entities to complete a further major link in the Complii Group’s integrated
offer to unlisted corporate and fund managers, private equity advisors and brokers,
and private equity investors. Following completion due in Q1 FY23, as currently
unanimously recommended by the Board of Registry Direct, the Complii Group’s
networks of clients and users will be further extended to include financial governance
managers of currently over 650 unlisted companies and funds and, indirectly, their
shareholders.
Completion of the Takeover Offer would bring the Group’s total size to over
50 employees, and provide additional client relationships and specialist insights,
which we will look to maximise through cross-selling opportunities in both directions
by directing more capital raising opportunities to subscribing client advisers, and
encouraging more adviser clients to adopt Registry Direct as a seamlessly linked
chain in their shareholder management protocols.
Acquisitions and beyond
Complii continues to explore further synergistic business growth prospects and will
do so for FY23 and beyond, whilst remaining focussed on the success of the Group’s
organic growth strategy.
Annual Report FY22 13
Complii FinTech Solutions DIR E C T O R S’ R E P O R T
STAFF TRADINGFINANCIAL CRIMESCADDIEADVISERBIDACCOUNT FASTPRIMARY MARKETSRISK MANAGEMENTCOMPLIICOMPLIIBOOMONLINE PORTFOLIOONLINE PORTFOLIOCORPORATE HIGHWAYCOMPLAINTSCOMPLAINTSFINANCIAL CRIMESPPPPMMPPPPLLLIPPLLICOMPLIANCEONLINE PORTFOLIOONLINE PORTFOLIOSTAFF TRADINGSTAFF TRADINGFINANCIAL CRFINANCIAL CRFINANCIAL CRIM 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 2022.
1 Directors
The names of Directors in office at any time during or since
the end of the year are:
Mr Craig Mason
Ms Alison Sarich
Mr Gavin Solomon
Mr Gregory Gaunt
Mr Nick Prosser
Executive Chairman
Appointed 10 December 2020)
Managing Director
Appointed 10 December 2020
Executive Director
Appointed 3 November 2021
Non-Executive Director
Appointed 26 February 2019
Non-Executive Director
Appointed 1 July 2021
3 Dividends paid or
recommended
There were no dividends paid or recommended during the
financial year ended 30 June 2022.
4 Significant changes
in the state of affairs
During the year, the Company has completed a takeover of
PrimaryMarkets Pty Ltd (“PrimaryMarkets”). On completion
of the PrimaryMarkets takeover, the company appointed
Mr Herbert Gavin Solomon as an Executive Director.
Complii Group completed an unmarketable parcel share
buy-back of 1,249,869 ordinary shares at $0.085
Complii Group has a strong balance sheet with cash on
hand at 30 June 2022 being $5,736,421, with no debt.
There were no other significant changes to the state of
affairs of the Group.
5 Operating and financial review
5.1 Nature of operations principal
Directors have been in office since the start of the year to the
activities
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:
Company Secretary Ms Karen Logan
Appointed
10 December 2020
Qualifications
BComm, Grad Dip AppCorpGov, FCG,
FGIA, GAICD
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/or organisations. 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.
Annual Report FY22 15
Complii FinTech Solutions
Directors’ report continued
During the 2022 financial year, the Company has completed
a takeover of PrimaryMarkets Pty Ltd (“PrimaryMarkets”).
PrimaryMarkets uses first-class technology creating an
independent global Platform providing liquidity and
enabling the trading of securities and shares in unlisted
companies.
5.2 Operations review
Refer Operations review of page 4
5.3 Financial review
a Operating results
For the 2022 financial year the Group delivered a profit
before tax of $114,937 (2021: $4,194,240 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 71.
b Financial position
The net assets of the Group have increased from 30 June
2021 by $7,356,668 to $10,964,362 at 30 June 2022
(30 June 2021: $3,607,694). As at 30 June 2022, the Group’s
cash and cash equivalents increased by $1,738,241 to
$5,736,421 (30 June 2021: $3,998,180) and had a working
capital surplus of $4,499,886 (30 June 2021: $3,502,330) as
noted in note 9.
5.4 Events subsequent to reporting date
Complii FinTech Solutions Ltd made an off-market Takeover
Offer to acquire all of the ordinary shares in Registry Direct
Limited (ASX: RD1) on 20 June 2022, pursuant to its bidder’s
statement dated 20 June 2022 (Bidder’s Statement) as
supplemented on 3 August 2022 (Offer). On 12 August 2022
Complii announced that it had freed its Offer for Registry
Direct from all conditions other than the 90% minimum
acceptance condition. The Offer will close at 5:00pm (AEST)
on 19 August 2022 (unless further extended in the limited
circumstances set out in Complii’s ASX announcement of
3 August 2022).
As of 17 August 2022, Complii has voting power of 78.10%.
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.
Complii continues to explore further synergistic business
growth prospects and will do so for FY23 and beyond, whilst
remaining focussed on the success of the Group’s organic
growth strategy.
5.6 Environmental regulations
In the normal course of business, there are no
environmental regulations or requirements that the
Company is subject to.
5.7 Risks
From a sustainability perspective, Complii’s ability to
provide resilient operations requires disciplined long-term
risk management and a commitment to operating as a
responsible corporate citizen.
Complii’s disciplined approach to long-term risk
management is a critical component in the resilience of
our day-to-day operations, as it reduces the impact and
likelihood of negative outcomes. While we are unable to
guarantee there will never be negative outcomes, Complii
is committed to continually improving its risk management
practices and embedding a risk management culture as we
strive to minimise their occurrence.
Long-term resilience also comes from the adoption of
responsible business practices. While technology and
society continues to evolve, doing the right thing remains a
constant in business.
The expected results from those operations in future financial
years have not been included because they depend on factors
such as general economic conditions, the risks outlined below
and the success of Complii’s strategies, some of which are
outside the control of the Group.
The Company reviews various risk factors including,
› Data, fraud and cyber security risk
› Operational risk
› Systemic risk
› Technology risk
Annual Report FY22 16
Complii FinTech Solutions Directors’ report continued
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
25,000,000 Ordinary Shares
Interest in Securities
and Options
2,105,002 Tranche 1 Unquoted Options
5,220,527 Tranche 2 Unquoted Options
17,000,000 Performance Rights
Special Responsibilities Nil
Directorship held
in other listed entities
(last 3 years)
Nil
Ms Alison Sarich
Managing Director
Appointed
10 December 2020
Qualifications
MAICD
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
and Options
2,306,750 Ordinary Shares
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
6,000,000 Performance Rights
Special Responsibilities Nil
Directorship held
in other listed entities
(last 3 years)
Nil
Annual Report FY22 17
Complii FinTech Solutions Directors’ report continued
Mr Gavin Solomon
Executive Director
Appointed
3 November 2021
Qualifications
FAICD, B.Comm/LLB, Notary Public
Experience
Interest in Securities
and Options
Gavin has over 40 years experience in the Australian, Asian
and USA Equity Capital Markets. Gavin is the Founder and
Executive Director of PrimaryMarkets Pty Limited and was
previously the Founder and Managing Director of Helmsec
Global Capital, a pan-Asian ECM house that participated
in new capital raisings of over A$1.7B from 2008 to 2015.
Helmsec is now a wholly owned subsidiary of Complii.
27,014,502 Ordinary Shares
4,116,496 Tranche 1 PM Unquoted Options
Ex $0.075 – Exp 3/11/2023
5,402,900 Tranche 2 PM Unquoted Options
Ex $0.10 – Exp 03/11/2023
1,800,000 Performance Rights
Special Responsibilities Nil
Directorship held
in other listed entities
(last 3 years)
Nil
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 possesses long-standing
experience in the management of law firms where he
attained broad business experience across many different
sectors.
Interest in Securities
and Options
1,500,000 Ordinary Shares
Special Responsibilities Member of Remunerations Committee
Directorship held
in other listed entities
(last 3 years)
Nil
Annual Report FY22 18
Complii FinTech Solutions
Directors’ report continued
Mr Nick Prosser
Non-Executive Director
Appointed
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
and Options
8,667,061 Ordinary Shares
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
Special Responsibilities Member of Remuneration Committee
Directorship held in
other listed entities
(last 3 years)
Advance Human Imaging Limited (ASX: AHI) since
18 April 2018 and appointed interim Non-Executive
Chairman of the Advanced Human Imaging Board
effective from 15 February 2022
Annual Report FY22 19
Complii FinTech Solutions
Directors’ report continued
7 Meetings of Directors
and committees
During the financial year 11 meetings of Directors (including
committees of Directors) were held. Attendances by each
Director during the year are stated in the following table.
Directors’ meetings
Craig Mason
Alison Sarich
Gavin Solomon
Appointed 3 Nov 21
Greg Gaunt
Nick Prosser
Appointed 1 July 2021
Number eligible
to attend
Number
attended
11
11
7
11
11
11
11
7
11
10
At the date of this report, the Audit and Risk, 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.
During the financial year 1 meeting of the Remunerations
Committee was held. Attendances by each Member during
the year are stated in the following table.
Remunerations committee meetings
Number eligible
to attend
Number
attended
Greg Gaunt
Nick Prosser
1
1
1
1
8 Indemnifying Officers
8.1 Indemnification
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
b
The date which is seven years after the Director ceases
to be an officer of the Company; and
The date after a final judgment or order has been made
in relation to any hearing, conference, dispute, enquiry
or investigation in which the Director is involved as a
party, witness or otherwise because the Director is or
was an officer of the Company (Relevant Proceedings).
The Director has the right to inspect and copy a Company
document in connection with any relevant proceedings
during the period referred to above.
Subject to the next sentence, the Company must maintain
an insurance policy insuring the Director against liability as a
director and officer of the Company while the Director is an
officer of the Company and until the later of:
a
b
The date which is seven years after the Director ceases
to be an officer of the Company; and
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.
Annual Report FY22 20
Complii FinTech Solutions Directors’ report continued
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 unissued ordinary shares under option are as follows:
Expiry Date
Grant Date
Exercise Price Number Under Option
31 December 2022
10 December 2020
Tranche 1
31 December 2022
22 January 2021
31 December 2022**
10 December 2020
31 December 2023
10 December 2020
Tranche 2
31 December 2023
22 January 2021
31 December 2023**
10 December 2020
Convertible Note Options 31 December 2023
10 December 2020
Tranche 1 PM
03 November 2023
03 November 2021
Tranche 2 PM
03 November 2023
03 November 2021
$0.05
$0.05
$0.05
$0.10
$0.10
$0.10
$0.05
$0.075
$0.10
11,058,612
30,307
17,909,620
14,999,575
40,409
26,293,351
7,500,000
16,000,000
21,000,000
** Subject to escrow until 17 Dec 2022.
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
4,501,464 options were exercised raising the Company $241,740. No options have been exercised since the end of the financial year.
Annual Report FY22 21
Complii FinTech Solutions Directors’ report continued
10 Performance rights
At the date of this report, the performance rights are as follows
Expiry Date
Expiry Date
Vesting Deadline
Consideration
Probability of
achieving %
Number
-
-
-
-
3,000,000
500,000
4,000,000
4,000,000
500,000
4,000,000
4,000,000
500,000
3,000,000
4,000,000
500,000
3,000,000
1,500,000
1,500,000
1,346,411
35,346,411
90
90
90
100
100
100
100
100
100
100
100
100
100
100
100
Tranche 1
Tranche 2
Class A
Class A
30 March 2026
1 July 2021*
30 March 2026
1 January 2022 ***
17 September 2025
30 September 2021**
30 March 2026
30 September 2021**
Class B ****
17 September 2025
30 September 2021
Class B ****
30 March 2026
30 September 2022
Class C ****
17 September 2025
31 December 2023
Class D
Class D
Class E
Class F
Class F
Class F
Class G
Class G
Class G
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
31 December 2023
31 December 2023
17 September 2025
31 December 2023
30 March 2026
31 December 2023
31 December 2023
03 November 2026
Class H ****
3 November 2026
03 November 2026
Class I
3 November 2026
31 December 2023
Employee
16 September 2023
16 September 2022
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
* Vested 1 July 2021
** Vesting milestone achieved at 31 August 2021
*** Vested 1 January 2022
**** Vesting milestone achieved at 30 June 2022
Performance rights may be issued to executives as part of their remuneration.
The performance rights are issued to encourage goal alignment between
executives, directors and shareholders. The issue of performance rights (on a
post-consolidation basis) to the proposed directors 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 proposed directors in their respective roles in
managing the operation and strategic direction of the Company.
Annual Report FY22 22
Complii FinTech Solutions
Directors’ report continued
The Performance Rights have the following milestones attached to them:
Performance Rights
Milestone
Tranche 1 *
Tranche 2 *
Class A **
Class B ***
Class C ***
Class D
Class E ***
Class F
Class G
Class H ***
Class I
Employee
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.
The PrimaryMarkets business achieving revenue of greater than $2,700,000 for the financial year ending
30 June 2022, as independently verified by the Company’s auditors.
The PrimaryMarkets business achieving revenue of greater than $3,150,000 for the financial year ending
30 June 2023, as independently verified by the Company’s auditors.
Performance Rights will vest subject to one (1) year of continuous employment from 16 September
2021 and expire on 16 September 2023
* Vested 1 July 2021 and 1 January 2022 ** Vesting milestone achieved at 31August 2021 *** Vesting milestone achieved at 18 August 2022
11 Non-audit services
During the year, Hall Chadwick WA Audit Pty Ltd, the Company’s auditor, did not perform any services other than their statutory
audits (2021: $nil). Other firms and divisions provided tax and other services to the group of $916 (2021: $18,300). 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.
Annual Report FY22 23
Complii FinTech Solutions Directors’ report continued
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 Audit Pty 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 2022 has been received and can be found on
page 35 of the annual report.
Annual Report FY22 24
Complii FinTech Solutions Remuneration report (audited)
15 Remuneration report
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 Gavin Solomon
Executive Director
Appointed 3 November 2021
Mr Greg Gaunt
Non-executive Director
Mr Nick Prosser
Non-executive Director
Appointed 1 July 2021
Mr Ian Kessell
Chief Operating Officer
Appointed 1 August 2020
Mr Marcus Ritchie
Managing Director – PrimaryMarkets
Appointed 3 November 2021
Mr James Green
Chairman – PrimaryMarkets
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:
Appointed 3 November 2021
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.
Annual Report FY22 25
Complii FinTech Solutions
Remuneration report (audited) continued
b Non-Executive Directors
e Service contracts
The Company’s Constitution provides that Directors are
entitled to be remunerated for their services as follows:
› The total aggregate fixed sum per annum to be paid to
the Directors (excluding salaries of executive Directors)
from time to time will not exceed the sum determined
by the Shareholders in general meeting and the total
aggregate fixed sum will be divided between the
Directors as the Directors shall determine and, in default
of agreement between them, then in equal shares.
› The Directors’ remuneration accrues from day to day.
› The total aggregate fixed sum per annum which may be
paid to non-executive Directors is $300,000.
This amount cannot be increased without the approval
of the Company’s Shareholders.
The Directors are entitled to be paid reasonable
travelling, accommodation and other expenses incurred
by them respectively in or about the performance of
their duties as Directors.
c Fixed remuneration
Other than statutory superannuation contribution,
no retirement benefits are provided for Executive and
Non-Executive Directors of the Company. To align
Directors’ interests with shareholder interests, the
Directors are encouraged to hold shares in the company.
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.
Remuneration and other terms of employment for the
directors, KMP and the company secretary are formalised in
contracts of employment.
f
Engagement of remuneration consultants
during the financial year
The Company did not engage any remuneration
consultants.
g
Relationship between remuneration
of KMP and earnings
In considering the Group’s performance and benefits for
shareholders wealth, the Board has regard to the following
indices in respect of the current financial year and the
previous four financial years:
As at 30
June
Profit/(Loss)
per share
(cents)
Share price
($)
2022
2021
2020
2019
2018
0.03
(2.38)
0.08
0.06
-
-
-
-
-
-
Annual Report FY22 26
Complii FinTech Solutions
Remuneration report (audited) continued
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.
2022– Group
Short-term benefits
Salary, fees
and leave
Profit
share and
bonuses
Group KMP
Craig Mason 1
Alison Sarich
Greg Gaunt
Nick Prosser 2
$
303,437
215,000
32,118
31,818
Gavin Solomon 3
120,000
Ian Kessell
James Green 3
Marcus Ritchie 3
185,000
153,939
153,939
1,195,251
$
-
-
-
-
-
-
-
-
-
Post-
employ-
ment
benefits
Super-
annuation
$
-
21,500
3,219
3,182
12,000
18,500
15,394
15,394
89,189
Other
$
-
-
-
-
-
-
-
-
-
Equity-settled share
based payments
Long-
term
benefits
Other
Termi-
nation
benefits
Equity
$
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
Options /
Perform-
ance
Rights
$
Total
$
255,212
558,649
98,670
335,170
-
-
$35,337
35,000
13,294
145,294
58,510
262,010
13,294
182,627
126,223
295,556
565,203 1,849,643
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 3 November 2021
Short-term benefits
Salary, fees
and leave
Profit
share and
bonuses
Group KMP
Craig Mason 1
Alison Sarich
Greg Gaunt
Nick Prosser 2
$
242,729
205,115
17,500
Peter Robinson 4
20,622
Ian Kessell 3
141,538
627,504
$
-
-
-
-
-
-
-
2021– Group
Post-
employ-
ment
benefits
Super-
annuation
Other
$
-
-
-
-
-
$
-
19,486
1,663
-
1,959
30,000
16,296
30,000
39,404
Long-
term
benefits
Other
Termi-
nation
benefits
$
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
Equity-settled share
based payments
Options /
Perform-
ance
Rights
$
Total
$
147,235
389,964
58,890
283,491
-
-
-
46,663
-
22,581
50,615
238,449
Equity
$
-
-
27,500
-
-
-
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 December 2020
Annual Report FY22 27
Complii FinTech Solutions Remuneration report (audited) continued
15.4 Service Agreements
a Mr Craig Mason – Executive Chairman
b Alison Sarich – Managing Director
(which is exclusive of GST) for the services
provided to the Company by Mr Mason.
Incentive
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 $325,000
Incentive
18,500,000 Performance Rights
(on a post-Consolidation basis).
(balance 17,000,000 – 30 June 2022).
Notice Period Each party must give six months’ notice to
Other Terms
terminate the agreement, other than for
cause.
The agreement otherwise contains
provisions considered standard for
an agreement of its nature (including
representations and warranties and
Confidentiality provisions).
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 $250,000,
which is exclusive of directors’ fees and
superannuation.
6,750,000 Performance Rights
(on a post-Consolidation basis).
(balance 6,000,000 – 30 June 2022).
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.
The agreement otherwise contains
provisions considered standard for
an agreement of its nature (including
representations and warranties and
Confidentiality provisions).
Other Terms
Annual Report FY22 28
Complii FinTech Solutions
Remuneration report (audited) continued
c Gavin Solomon – Executive Director
The Company has entered into an executive services
agreement with Mr Gavin Solomon on the following
material terms:
Term
Mr Solomon’s term as Executive Director
will commenced on 3 November 2021
(“Commencement Date”).
Remuneration Mr Solomon will receive a salary of $180,000
for services rendered, which is exclusive of
directors’ fees and superannuation.
Mr Solomon 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 Mr Solomon.
Incentive
1,800,000 Performance Rights issued on
3 November 2021.
Notice Period Termination by Company
The Company must either give Mr
Solomon’s three months’ written notice
and, at the end of that notice period,
make a payment to Mr Solomon’s equal
to his salary over a three month period; or,
otherwise may terminate Mr Solomon’s
employment with immediate effect by
paying him the equivalent of his salary over
a six month period.
Mr Solomon may terminate his
employment if the Company commits a
serious breach of the agreement and does
not remedy that breach within 21 days of
receipt of written notice from Mr Solomon
to do so; or, otherwise, by providing three
months written notice to the Company.
The agreement otherwise contains
provisions considered standard for
an agreement of its nature (including
representations and warranties and
Confidentiality provisions).
Other Terms
Termination by Mr Solomon
Incentive
d
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 $40,000 including superannuation per year
for services provided to the Company as Non-Executive
Director from 1 January 2022.
e
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.
This was increased to $40,000 from 1 January 2022.
f
Ian Kessell – 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 $200,000,
which is exclusive of superannuation.
4,000,000 Performance Rights issued
on 31 March 2021 (balance 2,000,000
– 30 June 2022).
Notice Period Each party must give four 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).
Annual Report FY22 29
Complii FinTech Solutions
Remuneration report (audited) continued
g James Green – Chairman, PrimaryMarkets
h Marcus Ritchie – CEO, PrimaryMarkets
The Company has entered into an executive services
agreement with Mr James Green on the following
material terms:
The Company has entered into an executive services
agreement with Mr Marcus Ritchie on the following
material terms:
Term
Mr Green’s term as Chairman of
PrimaryMarkets will commenced on
3 November 2021 (“Commencement
Date”).
Remuneration Mr Green will receive a salary of $254,000,
which is inclusive of directors’ fees and
superannuation.
Incentive
1,800,000 Performance Rights issued
on 3 November 2021.
Notice Period Termination by Company
The Company must either give Mr Green’s
three months’ written notice and, at the
end of that notice period, make a payment
to Mr Green’s equal to his salary over a three
month period; or, otherwise may terminate
Mr Green’s employment with immediate
effect by paying him the equivalent of his
salary over a six month period.
Term
Mr Ritchie’s term as CEO of PrimaryMarkets
will commenced on 3 November 2021
(“Commencement Date”).
Remuneration Mr Ritchie’s will receive a salary of $230,909
which is exclusive of superannuation
(Including superannuation it is $254,000).
Incentive
4,500,000 Performance Rights issued on
3 November 2021.
Notice Period Termination by Company
The Company must either give Mr Ritchie’s
three months’ written notice and, at
the end of that notice period, make a
payment to Mr Ritchie’s equal to his salary
over a three month period; or, otherwise
may terminate Mr Ritchie’s employment
with immediate effect by paying him the
equivalent of his salary over a six month
period.
Termination by Mr Green
Termination by Mr Ritchie
Mr Green may terminate his employment
if the Company commits a serious breach
of the agreement and does not remedy
that breach within 21 days of receipt of
written notice from Mr Green to do so;
or, otherwise, by providing three months
written notice to the Company.
The agreement otherwise contains
provisions considered standard for
an agreement of its nature (including
representations and warranties and
Confidentiality provisions).
Mr Ritchie may terminate his employment
if the Company commits a serious breach
of the agreement and does not remedy
that breach within 21 days of receipt of
written notice from Mr Ritchie to do so;
or, otherwise, by providing three months
written notice to the Company.
The agreement otherwise contains
provisions considered standard for
an agreement of its nature (including
representations and warranties and
Confidentiality provisions).
Other Terms
Other Terms
Annual Report FY22 30
Complii FinTech Solutions
Remuneration report (audited) continued
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 2022
(2021: Nil 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
10,346,411 performance rights , of which 8,100,000
performance rights were issued to KMPs and Nil options
were granted as remuneration during 2022 (2021:
29,250,000)
Annual Report FY22 31
Complii FinTech Solutions
Remuneration report (audited) continued
15.6 KMP equity holdings
a Fully paid ordinary shares of Complii FinTech Solutions held by each KMP
Balance at start
of year /date of
appointment
Received during
the year as
compensation
2022 – Group
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
Group KMP
Number
Number
Number
Number
Number 1
Number
Craig Mason
16,350,000
Alison Sarich
11,556,750
Gavin Solomon 4
27,014,502
Nick Prosser 2
8,667,061
Greg Gaunt
1,500,000
Ian Kessell 3
-
James Green 4
13,728,210
Marcus Ritchie 4
526,799
79,343,322
-
-
-
-
-
-
-
-
1,810,383
1,500,000
5,339,617
25,000,000
-
-
-
-
-
-
750,000
-
-
-
-
-
-
-
12,306,750
27,014,502
8,667,061
1,500,000
2,000,000
(1,000,000)
1,000,000
13,728,210
-
-
526,799
1,810,383
4,250,000
4,339,617
89,743,322
1 Other changes during the year relate to acquisitions and disposals for KMP and their related parties.
2
3
4
Shareholding at date of appointment – 1 July 2021
Appointed Chief Operating Officer on 1 August 2020
Appointed 3 November 2021
b Fully paid ordinary shares of Complii FinTech Solutions held by each KMP
Balance at start
of year /date of
appointment
Received during
the year as
compensation
2021 – Group
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
Group KMP
Number
Number
Number
Number
Number 1
Number
Craig Mason
15,661,583
Alison Sarich
11,556,750
Greg Gaunt
Ian Kessell 2
-
-
-
-
550,000
-
27,218,333
550,000
-
-
-
-
-
-
-
-
-
-
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
Appointed Chief Operating Officer on 1 August 2020
Annual Report FY22 32
Complii FinTech Solutions Remuneration report (audited) continued
c Fully paid performance Rights of Complii FinTech Solutions held by each KMP
2022 – Group
Balance at
start of year
Granted as
Remuneration
during the year
Converted
during the
year
Other changes
during the
year 1
Group KMP
Number
Number
Number
Number
Craig Mason
18,500,000
Alison Sarich
6,750,000
-
-
(1,500,000)
(750,000)
Gavin Solomon 3
Greg Gaunt
Nick Prosser 2
-
-
-
1,800,000
-
-
-
-
-
Ian Kessell
4,000,000
(2,000,000)
-
-
-
-
-
-
James Green 3
Marcus Ritchie 3
-
1,800,000
4,500,000
Balance
at end
of year
Number
Vested and
convertible
Not Vested
Number
Number
17,000,000
8,000,000
9,000,000
6,000,000
3,000,000
3,000,000
1,800,000
-
-
-
-
-
1,800,000
-
-
2,000,000
500,000
1,500,000
1,800,000
-
1,800,000
4,500,000
1,500,000
3,000,000
29,250,000
8,100,000
(4,250,000)
33,100,000
13,000,000
20,100,000
1 Other changes during the year relate to acquisitions and disposals for KMP and their related parties.
2 Appointed – 1 July 2021
3 Appointed 3 November 2021
d Fully paid performance Rights of Complii FinTech Solutions held by each KMP
2021 – Group
Balance at
start of year
Granted as
Remuneration
during the year
Converted
during the
year
Other changes
during the
year 1
Group KMP
Number
Number
Number
Number
Craig Mason
Alison Sarich
Greg Gaunt
Nick Prosser 3
Ian Kessell 2
-
-
-
-
-
-
18,500,000
6,750,000
-
-
-
29,250,000
-
-
-
-
-
-
-
-
-
-
-
-
Balance
at end
of year
Number
Vested and
convertible
Not Vested
Number
Number
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.
2 Appointed Chief Operating Officer on 1 August 2020
3 Appointed – 1 July 2021
Annual Report FY22 33
Complii FinTech Solutions Remuneration report (audited) continued
e Options in Complii FinTech Solutions held by each KMP
2022 – Group
Balance at
start of year
Granted as
Remuneration
during the year
Converted
during the
year
Other
changes
during the year
Group KMP
Number
Number
Number
Number
Craig Mason
9,135,922
Alison Sarich
6,741,438
Gavin Solomon 1
9,519,396
Greg Gaunt
-
Nick Prosser 2
5,055,785
Ian Kessell
-
James Green 1
4,837,559
Marcus Ritchie 1
185,634
35,475,734
-
-
-
-
-
-
-
-
-
(1,810,383)
-
-
-
-
-
-
-
(1,810,383)
1 Shareholding at date of appointment – 3 November 2021
2 Shareholding at date of appointment – 1 July 2021
f Options in Complii FinTech Solutions held by each KMP
-
-
-
-
-
-
-
-
-
Balance
at end
of year
Number
7,325,539
6,741,438
9,519,396
-
5,055,785
-
4,837,559
185,634
33,665,351
-Vested and
convertible
Not Vested
Number
Number
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2021 – Group
Balance at
start of year
Granted as
Remuneration
during the year
Converted
during the
year
Other changes
during the
year 1
Group KMP
Number
Number
Number
Number
Balance
at end
of year
Number
Vested and
convertible
Not Vested
Number
Number
Craig Mason
Alison Sarich
Greg Gaunt
Nick Prosser 1
Ian Kessell
-
-
-
-
-
-
-
-
-
-
-
-
1 Shareholding at date of appointment – 1 July 2021
-
-
-
-
-
-
9,135,922
9,135,922
6,741,438
6,741,438
-
-
5,055,785
5,055,785
-
-
20,933,145
20,933,145
-
-
-
-
-
-
-
-
-
-
-
-
15.7 Other transaction 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
Executive Chairman
Dated this Thursday 18 August 2022
Annual Report FY22 34
Complii FinTech Solutions To the Board of Directors
AUDITOR’S
CORPORATIONS ACT 2001
INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
As lead audit director for the audit of the financial statements of Complii Fintech Solutions Ltd for the financial
year ended 30 June 2022, 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 WA AUDIT PTY LTD
D M BELL CA
Director
Dated this 18th day of August 2022
Perth, Western Australia
Annual Report FY22 35
Complii FinTech Solutions
FIN A N CIA L R E P O R T
STAFF TRADINGFINANCIAL CRIMESCADDIEADVISERBIDACCOUNT FASTPRIMARY MARKETSRISK MANAGEMENTCOMPLIICOMPLIIBOOMONLINE PORTFOLIOONLINE PORTFOLIOCORPORATE HIGHWAYCOMPLAINTSCOMPLAINTSFINANCIAL CRIMESPPPPMMPPPPLLLIPPLLICOMPLIANCEONLINE PORTFOLIOONLINE PORTFOLIOSTAFF TRADINGSTAFF TRADINGFINANCIAL CRFINANCIAL CRFINANCIAL CRIM Financial report
for the year ended 30 June 2022
Consolidated statement of profit or loss and other comprehensive income
2021
$
2,024,663
122,778
573,917
2,721,358
(253,413)
(194,847)
(42,319)
(2,935,477)
(50,506)
(1,866,703)
(257,728)
(254,271)
(16,645)
(125,241)
(256,739)
(297,777)
(19,503)
(344,429)
(4,194,240)
-
(4,194,240)
-
-
-
-
-
Revenue
Other income
Research and development grant
Consulting fees
Corporate secretarial fees
Depreciation and amortisation
Employment costs
Finance costs
Note
1.1
1.2
2022
$
8,642,969
326,474
942,080
9,911,523
(268,711)
(134,024)
(211,703)
2.1
(4,790,200)
Share-based payments expense
17.1
(627,959)
Acquisition transaction costs
11.1.3
Legal expenses
Licensing Fees
Occupancy costs
Professional fees
Other Employment Costs
Travel and Entertainment
Other Expenses
Profit/(Loss) before tax
Income tax expense
Net profit/(loss) for the year
4.1
Net loss on equity instruments designated at fair value through
other comprehensive income
Other
comprehensive
income
Net other comprehensive income/(loss) that will not be
reclassified to profit or loss in subsequent periods
Other comprehensive income/(loss) for the year, net of tax
Total comprehensive income for the year, net of tax
Total
comprehensive
income
attributable to
Earnings
per share
Non-controlling interest
Owners of the parent
Basic earnings per share
Diluted earnings per share
(15)
-
(519,775)
(1,456,254)
(33,595)
(254,262)
(319,100)
(25,190)
(1,155,798)
114,937
-
114,937
(86,756)
(86,756)
(86,756)
28,181
-
16.4
16.4
28,181
(4,194,240)
0.03
0.02
(2.38)
N/A
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.
Annual Report FY22 37
Complii FinTech Solutions Financial report continued
for the year ended 30 June 2022
Consolidated statement of profit or loss and other comprehensive income
Current
assets
Non-current
assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Property, plant, and equipment
Other assets
Financial assets
Intangible assets
Right-of-use Assets
Total non-current assets
Note
5.1
5.2.1
5.3.1
6.1
5.3.2
5.5.1
6.2
6.5.2
2022
$
2021
$
5,736,421
3,998,180
183,448
333,371
171,087
60,561
6,253,240
4,229,828
36,608
160,504
73,748
6,220,682
643,854
6,974,892
30,964
-
-
7,639
106,637
145,240
All assets
Total assets
13,228,132
4,375,068
Current
liabilities
Non - current
liabilities
Trade and other payables
Financial liabilities
Provisions
Lease Liabilities
Total current liabilities
Provisions
Lease liabilities
Total non-current liabilities
Total liabilities
All liabilities
Net (liabilities) / assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
5.4
5.5
6.4
6.5
6.4
6.5
7.1
7.4
912,703
242,155
331,818
266,678
1,753,354
125,958
384,458
510,416
2,263,770
10,964,362
20,427,265
1,704,807
432,797
1,965
169,291
123,445
727,498
39,876
-
39,876
767,374
3,607,694
14,382,790
507,551
(11,167,710)
(11,282,647)
10,964,362
3,607,694
The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.
Annual Report FY22 38
Complii FinTech Solutions Financial report continued
for the year ended 30 June 2022
Consolidated statement of changes in equity
Share-based
Payments
Reserve
Financial
assets at
FVOCI
Reserve
Accumulated
Losses
$
$
$
Issued
Capital
$
Total
$
Note
Balance at 1 July 2020
5,441,323
437,071
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
Share Based Payment Expense
Reversal of lapsed options
7.1
7.2
7.3
Options granted during the year
7.3
-
-
-
8,941,467
-
-
-
-
-
-
-
256,741
(252,927)
66,666
Balance at 30 June 2021
14,382,790
507,551
Balance at 1 July 2021
14,382,790
507,551
Profit/(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
Shares issued during the year
Share Based Payment Expense
Transaction
with owners,
directly in
equity
Options issued
Share Buy Back
Options exercised
Performance Rights issued
during the period
Transaction Costs
7.1
7.2
7.3
7.1
7.1
7.1
7.2
7.1
-
-
-
6,075,000
-
-
-
-
-
-
627,959
848,900
(126,979)
-
241,740
(16,666)
176,181
(176,181)
(321,467)
-
-
-
-
-
-
-
-
-
-
(7,341,334)
(1,462,940)
(4,194,240)
(4,194,240)
-
-
(4,194,240)
(4,194,240)
-
-
8,941,467
256,741
252,927
-
-
66,666
(11,282,647)
3,607,694
(11,282,647)
3,607,694
114,937
114,937
(86,756)
-
(86,756)
(86,756)
114,937
28,181
-
-
-
-
-
-
-
-
-
6,075,000
627,959
848,900
(126,979)
225,074
-
(321,467)
Balance at 30 June 2022
20,427,265
1,791,563
(86,756)
(11,167,710)
10,964,362
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
Annual Report FY22 39
Complii FinTech Solutions Financial report continued
for the year ended 30 June 2022
Consolidated statement of cash flows
Receipts from customers
Note
2022
$
2021
$
8,946,993
2,098,340
Payments to suppliers and employees
(8,895,126)
(4,704,419)
Cash flows from
operating activities
Interest received
R&D tax refund
Net cash used in operating activities
5.1.3
Payment for non-current assets
Cash flows from
investing activities
Purchase of property, plant and equipment
Acquisition of subsidiary, net of cash acquired
Cash flows from
financing activities
Net cash provided by investing activities
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities(principal)
Share Buy Back
Costs for share issue
Proceeds from share issue
Net decrease in cash and cash equivalents held
Net(decrease)/ increase in cash held
Cash and cash equivalents at the beginning of the year
1,906
942,080
995,853
(98,800)
(24,335)
663,642
540,507
242,155
(7,885)
(187,259)
(70,203)
-
225,073
201,881
1,738,241
3,998,180
4,150
573,917
(2,028,012)
-
(24,047)
26,025
1,978
205,000
(398,413)
(108,740)
-
(825,717)
7,000,000
5,872,130
3,846,096
152,084
Cash and cash equivalents at the end of the year
5.1
5,736,421
3,998,180
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
Annual Report FY22 40
Complii FinTech Solutions Notes to the consolidated financial statements
for the year ended 30 June 2022
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 financial report is presented
in Australian dollars, except where
otherwise stated.
Section A
How the numbers are
calculated
This section provides additional
information about those individual
line items in the financial
statements that the directors
consider most relevant in the
context of the operations of the
entity, including:
a
accounting policies that are relevant for an
understanding of the items recognised in the financial
statements. These cover situations where the
accounting standards either allow a choice or do not
deal with a particular type of transaction.
b analysis and sub-totals.
c
information about estimates and judgements made in
relation to particular items.
Note 1
Revenue and other income
1.1 Revenue
Licence Fees
Service Fees
1.2 Other Income
Interest income
Sundry income
2022
$
2021
$
1,839,659
1,260,602
6,803,310
764,061
8,642,969
2,024,663
2022
$
1,906
324,568
326,474
2021
$
1,025
121,753
122,778
1.3 Accounting policy
1.3.1 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.
Annual Report FY22 41
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
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
ii
the customer simultaneously receives and consumes
the benefits provided by the Group’s performance as the
Group performs;
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
Profit/(Loss) before income tax
The following significant revenue and expense items are
relevant in explaining the financial performance:
2.1 Employment
costs
Directors’ fees
Increase in employee
benefits provisions
2022
$
2021
$
272,572
231,183
119,641
75,905
Superannuation expenses
350,751
204,895
Wages and salaries
3,763,922
2,354,618
Payroll tax expense
132,752
64,916
Other employment related
costs
150,562
3,960
4,790,200
2,935,477
2.2 Other expenses
Advertising
Computer expenses
Insurance
Rebate commissions
Other expenses
2022
$
151,423
93,802
140,346
167,894
602,332
1,155,798
2021
$
42,979
15,382
58,411
19,886
207,771
344,429
2.1.1 Accounting policy
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.
Annual Report FY22 42
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Non-accumulating non-monetary benefits, such as medical
care, housing, cars and free or subsidised goods and
services, are expensed based on the net marginal cost to the
Group as the benefits are taken by the employees.
b Other long-term benefits
The Group’s obligation in respect of long-term employee
benefits other than defined benefit plans is the amount
of future benefit that employees have earned in return for
their service in the current and prior periods plus related
on-costs; that benefit is discounted to determine its present
value, and the fair value of any related assets is deducted.
The discount rate is the Reserve Bank of Australia’s cash rate
at the report date that have maturity dates approximating
the terms of the Company’s obligations. Any actuarial gains
or losses are recognised in profit or loss in the period in
which they arise.
c
Retirement benefit obligations:
defined contribution superannuation funds
A defined contribution plan is a post-employment benefit
plan under which an entity pays fixed contributions onto
a separate entity and will have no legal or constructive
obligation to pay further amounts. Obligations for
contributions to defined contribution superannuation funds
are recognised as an expense in the income statement as
incurred.
d Termination benefits
When applicable, the Group recognises a liability and
expense for termination benefits at the earlier of: (a) the
date when the Group can no longer withdraw the offer for
termination benefits; and (b) when the Group recognises
costs for restructuring pursuant to AASB 137 Provisions,
Contingent Liabilities and Contingent Assets and the costs
include termination benefits.
In either case, unless the number of employees affected is
known, the obligation for termination benefits is measured
on the basis of the number of employees expected to be
affected. Termination benefits that are expected to be
settled wholly before 12 months after the annual reporting
period in which the benefits are recognised are measured at
the (undiscounted) amounts expected to be paid. All other
termination benefits are accounted for on the same basis as
other long-term employee benefits.
e Equity-settled compensation
The fair value of options granted is recognised as an
employee expense with a corresponding increase in
equity. The fair value is measured at grant date and spread
over the period during which the employees become
unconditionally entitled to the options. The fair value of
the options granted is measured using the Black-Scholes
pricing model, taking into account the terms and conditions
upon which the options were granted. The amount
recognised is adjusted to reflect the actual number of share
options that vest except where forfeiture is only due to
market conditions not being met.
Note 3
Other significant accounting
policies related to items of profit
and loss
3.1 Finance income and expenses
Finance income comprises interest income on funds
invested (including available-for-sale financial assets),
gains on the disposal of available-for-sale financial assets
and changes in the fair value of financial assets at fair value
through profit or loss. Interest income is recognised as it
accrues in profit or loss, using the effective interest method.
Financial expenses comprise interest expense on
borrowings calculated using the effective interest method,
unwinding of discounts on provisions, changes in the fair
value of financial assets at fair value through profit or loss
and impairment losses recognised on financial assets. All
borrowing costs are recognised in profit or loss using the
effective interest method.
Borrowing costs directly attributable to the acquisition,
construction or production of assets that necessarily take a
substantial period of time to prepare for their intended use
or sale, are added to the cost of those assets, until such time
as the assets are substantially ready for their intended use or
sale. All other borrowing costs are recognised in income in
the period in which they are incurred.
Foreign currency gains and losses are reported on a net
basis.
Annual Report FY22 43
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Note 4
Income tax
4.1 Income tax (benefit) / expense
Current tax
Deferred tax
2022
2021
$
-
-
$
-
-
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:
2022
$
2021
$
Accounting loss before tax
114,937
(4,194,240)
Prima facie tax on operating
loss at 25% (2021: 26%)
Add / (Less) tax effect of:
28,734
(1,090,502)
• Non-deductible expenses
159,964
554,560
• Non-assessable income
(235,520)
(162,218)
• Temporary differences
not recognised
• Effect of change in
corporate tax rate
Income tax expense
attributable to operating loss
46,822
698,160
-
-
-
-
4.3 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.
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.
Annual Report FY22 44
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
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, Primary Markets
joined the tax consolidated group during the year. 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.
Note 5
Financial assets
and financial liabilities
5.1 Cash and cash equivalents
2022
$
2021
$
Cash at bank
5,736,421
3,998,180
5,736,421
3,998,180
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:
2022
$
2021
$
Cash and cash equivalents
5,736,421
3,998,180
5,736,421
3,998,180
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.
Annual Report FY22 45
Complii FinTech Solutions
Profit/(Loss) after income
tax
Non-cash flows in (loss)/
profit from ordinary
activities:
• Depreciation and
amortisation
• Acquisition transaction
costs
• Borrowing Costs
• Bad debts
• Share based payments
• 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
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
5.1.3 Cash flow information
5.1.4 Accounting policy
a
Reconciliation of cash flow from operations to loss
after income tax
2022
$
2021
$
114,937
(4,194,240)
-
-
25,538
627,959
177,733
1,866,703
60,017
-
256,748
117,591
33,971
42,319
5.2.1 Current
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
2022
2021
Note
$
$
Trade receivable
5.2.3
122,800
79,210
Provision for Doubtful Debts
(1,792)
(1,914)
Accrued Revenue
28,919
-
Other receivables
5.2.4
33,521
93,791
Total
183,448
171,087
5.2.2 The Group’s exposure to credit rate risk
Is disclosed in note 8 Financial risk management.
(20,544)
(44,955)
(261,441)
(30,771)
-
6,133
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.
• Increase/(decrease) in trade
and other payables
178,058
(155,740)
• Movement in provisions
119,642
48,183
Cash flow (used in)/
generated from operations
995,853
(2,028,012)
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 11.1.3 for the reverse acquisition.
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
Annual Report FY22 46
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
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).
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
2022
2021
Note
$
$
Prepayments
327,436
54,450
Other current assets
5,935
6,111
5.4 Trade and other payables
5.4.1 Current
Unsecured
Note
2022
2021
$
-
$
-
Trade payables
5.4.2
454,712
171,993
Accruals
Other Creditors
Employment related
payables
Unearned Revenue
130,065
19,720
57,331
204,817
241,428
26,634
29,167
9,633
912,703
432,797
5.4.2 Trade payables
Trade payables are non-interest bearing and usually settled
within the lower of terms of trade or 30 days.
5.4.3 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
5.4.4 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.
5.5 Financial assets
5.5.1 Non-Current
2022
2021
333,371
60,561
Fair value
through OCI
Level 1
Level 2
Note
$
19,044
54,704
73,748
$
-
-
The above investments are Level 1 and financial assets.
Level 1 fair value measurements are those derived from
quoted prices (unadjusted) in active markets for identical
assets or liabilities. Level 2 fair value measurements are
those derived from other than quoted prices included with
level 1 that are observable for the assets or liabilities either
directly or indirectly.
Annual Report FY22 47
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
5.5.2 Financial liabilities
Current
Unsecured
Premium Funding
2022
2021
$
$
242,155
242,155
1,965
1,965
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:
› Amortised cost: Assets that are held for collection
of contractual cash flows where those cash flows
represent solely payments of principal and interest are
measured at amortised cost. Interest income from these
financial assets is included in finance income using the
effective interest rate method. Any gain or loss arising
on derecognition is recognised directly in profit or loss
and presented in other gains/(losses) together with
foreign exchange gains and losses. Impairment losses
are presented as separate line item in the statement of
profit or loss
› FVOCI: Assets that are held for collection of contractual
cash flows and for selling the financial assets, where the
assets’ cash flows represent solely payments of principal
and interest, are measured at FVOCI. Movements in
the carrying amount are taken through OCI, except for
the recognition of impairment gains or losses, interest
income and foreign exchange gains and losses which
are recognised in profit or loss. When the financial asset
is derecognised, the cumulative gain or loss previously
recognised in OCI is reclassified from equity to profit
or loss and recognised in other gains/(losses). Interest
income from these financial assets is included in finance
income using the effective interest rate method. Foreign
exchange gains and losses are presented in other gains/
(losses) and impairment expenses are presented as
separate line item in the statement of profit or loss.
Annual Report FY22 48
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
› 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.
Annual Report FY22 49
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Note 6
Non-financial assets and financial liabilities
6.1 Property, plant, and equipment
Plant and
Equipment
Leasehold
Improvements
Cost or valuation
At 1 July 2020
Additions
At 30 June 2021
Additions
Acquisition of a subsidiary
At 30 June 2022
At 1 July 2020
Depreciation for the year
Depreciation and
Impairment
At 30 June 2021
Depreciation charge for the year
Net book value
At 30 June 2022
At 30 June 2021
At 30 June 2022
$
58,228
26,139
84,367
23,657
1,167
109,191
45,544
13,476
59,020
19,697
78,717
25,347
30,474
$
5,950
-
5,950
678
-
6,628
185
148
333
161
494
5,617
6,134
6.2 Intangible assets and goodwill
Platform &
Software
Development
Licence
Establishment
Goodwill
At 1 July 2020
Additions
At 30 June 2021
Prior year Adjustment
Acquisition of a subsidiary
At 30 June 2022
At 1 July 2020
Depreciation for the year
At 30 June 2021
Depreciation charge for the year
Prior year Adjustment
Cost or valuation
Depreciation and
Impairment
Net book value
At 30 June 2022
At 30 June 2021
At 30 June 2022
$
1,473,695
-
1,473,695
-
-
1,473,695
1,435,268
30,788
1,466,056
6,904
-
1,472,960
7,639
735
$
-
-
-
28,837
-
28,837
-
-
-
7,209
7,209
14,418
-
$
-
-
-
6,205,528
6,205,528
-
-
-
-
-
-
-
Total
$
64,178
26,139
90,317
24,335
1,167
115,819
45,729
13,624
59,353
19,858
79,211
30,964
36,608
Total
$
1,473,695
0
1,473,695
28,837
6,205,528
7,708,060
1,435,268
30,788
1,466,056
14,113
7,209
1,487,378
7,639
14,419
6,205,528
6,220,682
Annual Report FY22 50
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
6.3 Other significant accounting policies
related to non-financial assets and
liabilities
6.4 Provisions
6.4.1 Current
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 event
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.
Provision for employee
entitlements
2022
2021
Note
$
$
6.4.3
331,818
169,291
331,818
169,291
6.4.2 Non-current
2022
2021
Provision for employee
entitlements
Note
$
$
6.4.3
125,958
39,876
125,958
39,876
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.
Annual Report FY22 51
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
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 Current operating lease commitments
– group as a lessee
Current
2022
2021
$
$
a Lease Liabilities
266,678
123,445
Lease Liabilities
266,678
123,445
6.5.4 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.
6.5.2 Non-current operating lease commitments
– group as a lessee
Lease payments included in the measurement of the lease
liability are as follows:
Non-Current
2022
2021
$
$
a Right of use assets
712,546
174,348
› 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
Accumulated depreciation
(68,692)
(67,711)
residual value guarantees;
643,854
106,637
› the exercise price of purchase options, if the lessee is
b Lease Liabilities
Lease Liabilities
384,458
384,458
-
-
6.5.3 Statement of Profit or Loss and Other
Comprehensive Income
The amounts recognised in the statement of profit or loss
and other comprehensive income relating to leases where
the Company is a lessee are shown below:
Interest expense on lease
liabilities
Depreciation of right-of-use
assets
2022
2021
$
$
14,810
7,604
162,923
109,986
177,733
117,590
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.
Annual Report FY22 52
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Note 7
Issued capital
Fully paid ordinary shares at no par value
2022
Number
2021
Number
2022
$
2021
$
417,411,157
299,153,562
20,427,265
14,382,790
7.1 Ordinary shares
At the beginning of the year
Shares issued during the year:
2022
Number
2021
Number
2022
$
2021
$
299,153,562
77,235,255
14,382,790
5,441,324
Issue of shares on acquisition of PrimaryMarkets
105,000,000
Facilitation Shares
Complii Director shares
Exercise of Options
Unmarketable parcel buy-back at $0.085
Complii Salary Shares
Complii Director Shares *
Complii Employee Shares
Complii Loan Conversion Shares
6,000,000
4,250,000
4,501,464
(1,493,869)
-
-
-
-
-
5,775,000
300,000
176,181
241,740
(126,979)
-
-
-
-
-
-
-
-
306,249
1,250,000
963,275
19,957,413
Balance before reverse acquisition
417,411,157
99,712,192
20,748,732
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
-
-
(321,467)
(1,085,092)
At reporting date
417,411,157
299,153,562
20,427,265
14,382,790
*
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 11.1.3 for further details)
Annual Report FY22 53
-
-
-
-
-
18,375
-
38,531
1,197,445
6,695,674
-
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
-
-
-
-
-
-
-
-
-
-
-
-
-
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
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.
7.2 Performance rights
Performance rights
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
Issued to employees
Issued on acquisition of PrimaryMarkets
Issued to Directors – Gavin Solomon
Issued to Nicholas Capp
Issued to James Green
Issued to Marcus Ritchie
Exercised
At reporting date
2022
Number
2021
Number
35,346,411
29,250,000
29,250,000
-
-
-
-
6,750,000
18,500,000
4,000,000
1,346,411
1,800,000
900,000
1,800,000
4,500,000
(3,450,000)
-
-
-
-
-
-
35,346,411
29,250,000
2022
$
708,517
256,739
98,669
255,212
58,510
56,110
13,294
6,647
13,294
126,223
(176,181)
708,517
2021
$
256,739
-
58,889
147,235
50,615
-
-
-
-
-
256,739
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 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.
Annual Report FY22 54
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Rights vesting conditions
The vesting conditions for the Performance Rights are:
Tranche 1 Performance Rights will vest at the earlier of 1 July 2021 and on termination by the Company, except for cause.
Tranche 2 Performance Rights will vest at the earlier of 1 January 2022 and on termination by the Company, except for cause.
Class A
Class B
Class C
Class D
Class E
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.
Class F
The 20-Day VWAP of the Company’s fully paid ordinary shares being equal to or greater than $0.15.
Class G
The 20-Day VWAP of the Company’s fully paid ordinary shares being equal to or greater than $0.20.
Class H
The PrimaryMarkets business achieving revenue of greater than $2,700,000 for the financial year ending 30 June 2022,
as independently verified by the Company’s auditors.
Class I
The PrimaryMarkets business achieving revenue of greater than $3,150,000 for the financial year ending 30 June 2023,
as independently verified by the Company’s auditors.
Employee Performance Rights will vest subject to one (1) year of continuous employment from 16 September 2021 and
expire on 16 September 2023.
Annual Report FY22 55
Complii FinTech Solutions Number
Performance Rights
Tranche 1
Tranche 2
Class A
Class B
Class C
Class D
Class E
Class F
Ian Kessell
Ian Kessell
Alison Sarich
Craig Mason
Ian Kessell
Alison Sarich
Craig Mason
Ian Kessell
Alison Sarich
Craig Mason
Alison Sarich
Craig Mason
Ian Kessell
Alison Sarich
Craig Mason
Alison Sarich
Craig Mason
Ian Kessell
Gavin Solomon
Nicholas Capp
James Green
Marcus Ritchie
Alison Sarich
Craig Mason
Ian Kessell
Class G
Gavin Solomon
Nicholas Capp
James Green
Marcus Ritchie
Marcus Ritchie
Marcus Ritchie
Class H
Class I
Performance Rights
Employees
Exercised/Vested
Exercise Price
Expiry Date
Key management
Personnel/Employees
Probability of achieving
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.05
$0.00
$0.00
$0.00
$0.00
$0.05
$0.05
$0.05
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
30/03/2026
30/03/2026
17/09/2025
17/09/2025
30/03/2026
17/09/2025
17/09/2025
30/03/2026
17/09/2025
17/09/2025
17/09/2025
17/09/2025
30/03/2026
17/09/2025
17/09/2025
17/09/2025
17/09/2025
30/03/2026
31/12/2023
31/12/2023
31/12/2023
31/12/2023
17/09/2025
17/09/2025
30/03/2026
31/12/2023
31/12/2023
31/12/2023
31/12/2023
03/11/2026
03/11/2026
16/09/2023
800,000
800,000
750,000
1,500,000
400,000
1,000,000
2,000,000
Met & Vested
Met & Vested
Met & Vested
Met & Vested
Met & Vested
Achieved as at FY2022, 100%
Achieved as at FY2022, 100%
500,000
Achieved as at FY2022, 100%
Achieved as at FY2022, 100%
Achieved as at FY2022, 100%
100%
100%
100%
Achieved as at FY2022, 100%
Achieved as at FY2022, 100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
1,000,000
3,000,000
1,000,000
3,000,000
500,000
1,000,000
3,000,000
1,000,000
3,000,000
500,000
900,000
450,000
900,000
750,000
1,000,000
3,000,000
500,000
900,000
450,000
900,000
750,000
1,500,000
1,500,000
1,346,411
(4,250,000)
35,346,411
Annual Report FY22 56
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Values
Performance rights
Tranche 1
Tranche 2
Class A
Class B
Class C
Class D
Class E
Class F
Class G
Class H
Class I
Employee
Key management
personnel
Employees
33,600
33,600
116,370
171,000
200,000
143,658
200,000
205,177
178,976
82,500
82,500
-
1,447,381
-
-
-
-
-
-
-
-
-
-
-
71,360
71,360
Expensed during the period
Performance rights
Key management
personnel
Employees
Tranche 1
Tranche 2
Class A
Class B
Class C
Class D
Class E
Class F
Class G
Class H
Class I
Employee
-
29,260
56,171
87,749
60,884
44,238
60,884
62,776
54,742
82,500
32,645
-
571,849
-
-
-
-
-
-
-
-
-
-
-
56,110
56,110
Annual Report FY22 57
Total
33,600
33,600
116,370
171,000
200,000
143,658
200,000
205,177
178,976
82,500
82,500
71,360
1,518,741
Total
-
29,260
56,171
87,749
60,884
44,238
60,884
62,776
54,742
82,500
32,645
56,110
627,959
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
7.3 Options
Options
2022
Number
2021
Number
2022
$
114,831,874
82,333,338
1,083,046
At the beginning of the period
82,333,338
5,950,000
250,812
Options issued/(exercised) during the year:
Elimination of existing legal acquiree options
(2,000,000)
-
-
5₵ options, expiry 31.12.2022
(2,001,464)
30,969,696
10₵ options, expiry 31.12.2023
41,292,926
-
-
-
-
2021
$
250,812
437,071
-
-
-
-
5₵ options, expiry 31.12.2023
(2,500,000)
10,000,000
(16,666)
66,666
Options issued/
(lapsed) during
the year:
5₵ options, expiry 31.12.2021
10₵ options, expiry 31.12.2023
7.5₵ options, expiry 03.11.2023
10₵ options, expiry 31.12.2023
30,307
40,409
-
-
-
-
401,600
447,300
-
-
-
-
16,000,000
21,000,000
Lapse of options/cancellation
-
(3,950,000)
-
(252,925)
At reporting date
114,831,874
82,333,338
1,083,046
250,812
7.4 Reserves
2022
2021
7.4.1 Share-based payment reserve
Note
$
$
Option Reserve
7.3
1,083,046
250,812
Fair value through OCI
(86,756)
-
Share-based payment
reserve
7.2
708,517
256,741
1,704,807
507,553
Opening balance
The share-based payment reserve records the value of
options and performance rights issued the Company to its
employees or consultants.
2022
2021
$
$
507,551
437,071
Share based payment expense
627,959
256,741
Options Issued
848,900
-
Reversal of lapsed options
(16,666)
(252,927)
Vesting performance rights
(176,181)
-
Expired options
Closing balance
-
66,667
1,791,563
507,551
Annual Report FY22 58
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Section B
Risk
This section of the notes discusses the Group’s
exposure to various risks and shows how these could
affect the Group’s financial position and performance.
Note 8
Financial risk management
8.1 Financial risk management policies
This note presents information about the Group’s exposure to each of the above risks, its objectives, policies and procedures for
measuring and managing risk, and the management of capital.
The Group’s financial instruments consist mainly of deposits with banks, short-term investments, and accounts payable and
receivable. The Group does not speculate in the trading of derivative instruments.
A summary of the Group’s Financial Assets and Liabilities is shown below:
Floating
Interest
Rate
Fixed
Interest
Rate
Non-
Interest
Bearing
Floating
Interest
Rate
Fixed
Interest
Rate
Non-
Interest
Bearing
2022
Total
$
$
$
5,736,421
$
-
- 5,736,421
3,998,180
2021
Total
$
3,998,180
$
-
171,087
171,087
171,087 4,169,267
432,797
432,797
123,445
123,445
$
-
-
-
-
-
$
-
-
-
Cash and cash
equivalents
Trade and other
receivables
Financial
Assets
Total Financial Assets
5,736,421
Financial
Liabilities
Trade and other
payables
Lease Liabilities
Loan
Total Financial
Liabilities
-
-
-
-
-
-
183,448
183,448
-
183,448 5,919,869 3,998,180
-
-
-
912,703
912,703
651,136
651,136
242,155
-
242,155
1,965
-
1,965
242,155
1,563,839 1,805,994
1,965
556,242
558,207
Net Financial Assets /(Liabilities)
5,736,421 (242,155) (1,380,391) 4,113,875 3,998,180
(1,965)
(385,155) 3,611,060
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.
Annual Report FY22 59
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
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:
Impaired
2022
Net
2022
Past due but not
impaired 2022
Trade receivables
Not past due
Past due up to 60 days
Past due 60 days to 90 days
Past due over 90 days
Other receivables Not past due
Gross
2022
$
100,149
13,824
12,751
25,276
33,521
$
-
(2,289)
(7,919)
(18,992)
-
$
100,149
11,535
4,832
6,284
33,521
Total
185,521
(29,200)
156,321
$
-
-
-
-
-
-
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.
Annual Report FY22 60
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Contractual maturities
The following are the contractual maturities of financial
assets and liabilities of the Group:
Within 1 Year
Greater Than 1 Year
Total
2022
$
2021
$
Trade and other payables
912,703
432,797
2022
$
-
Lease Liabilities
266,678
123,445
384,458
Borrowings
242,155
1,965
Cash and cash equivalents
5,736,421
3,998,180
Trade and other receivables
183,448
171,087
Total anticipated inflows
5,819,869
4,169,267
-
-
-
-
Financial
liabilities due
for payment
Financial
assets
Net inflow/(outflow) on financial
instruments
8.2.3 Market risk
4,498,333
3,611,060
(384,458)
2021
$
2022
$
2021
$
-
-
-
-
-
-
-
912,703
432,797
651,136
123,445
242,155
1,965
5,736,421
3,998,180
183,448
171,087
5,819,869
4,169,267
4,113,875
3,611,060
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.
Annual Report FY22 61
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Profit
Equity
$
$
Note 9
Capital management
5,736
5,736
9.1 The Directors’ objectives when
a
Interest rates
Year ended 30 June 2022
±100 basis points change in
interest rates
Year ended 30 June 2021
±100 basis points change in
interest rates
3,998
3,998
b Foreign exchange
Profit
Equity
$
-
-
$
-
-
Year ended 30 June 2022
±10% of Australian dollar
strengthening/weakening
against the PHP
Year ended 30 June 2021
±10% of Australian dollar
strengthening/weakening
against the PHP
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.
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:
2022
$
2021
$
Total current assets
6,253,240
4,229,828
Total current liabilities
(1,753,354)
(727,498)
Working capital position
4,499,886
3,502,330
Annual Report FY22 62
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
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
b
c
changes to the structure that occurred during the year
as a result of business combinations and the disposal of
a discontinued operation
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:
Complii Pty Ltd
Intiger Asset Management Limited
Shroogle Pty Ltd
ThinkCaddie Pty Ltd
SCS Credit Services Pty Ltd
PrimaryMarkets Pty Ltd
Helmsec Global Capital Pty Ltd
PrimaryLedger Pty Ltd
Unlisteds Exchange Pty Ltd
Adviser Solutions Group Pty Ltd
Country of
Incorporation
Class of
shares
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Lion2 Business Process, Inc
Philippines
Ordinary
Percentage owned
2022
2021
%
100
100
100
100
100
100
100
100
100
100
100
%
100
100
100
100
100
-
-
-
-
100
100
Annual Report FY22 63
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Note 11
Other significant accounting
policies related to group structure
11.1 Basis of consolidation
As at reporting date, the assets and liabilities of all
controlled entities have been incorporated into the
consolidated financial statements as well as their results
for the year then ended. Where controlled entities have
entered (left) the Consolidated Group during the year, their
operating results have been included (excluded) from the
date control was obtained (ceased).
11.1.1 Business combinations
Business combinations are accounted for using the
acquisition method as at the acquisition date, which is the
date on which control is transferred to the Group. Control
exists when the Group is exposed to variable returns from
another entity and has the ability to affect those returns
through its power over the entity.
The Group measures goodwill at the acquisition date as:
11.1.2 Summary of acquisition
The following acquisition has been provisionally
accounted for. On 3 November 2021, Complii FinTech
Solutions Limited acquired 100% of the ordinary share
capital of PrimaryMarkets Limited (PrimaryMarkets) as
detailed in the bidder’s statement lodged with the ASX on
22 September 2021.
The acquisition date fair value of this consideration has been
determined with reference to the fair value of the issued
shares of PrimaryMarkets Pty Ltd immediately prior to the
acquisition and has been determined to be $6,623,900,
based on 105,000,000 shares based on a value of $0.055 per
share and 16,000,000 options based on a value of $0.0251 per
option and 21,000,000 options based on a value of $.0213.
As a result, goodwill of $6,205,528 have been determined
being the difference between the consideration and the net
assets of PrimaryMarkets Pty Ltd as at the acquisition date.
Below is a summary of the consideration transferred
and fair value of the assets and liabilities acquired at
acquisition date.
$
› the fair value of the consideration transferred; plus
Fair value of consideration transferred
6,623,900
› 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
Assets and liabilities
acquired at acquisition
date
Cash at bank
Current assets
663,642
28,723
Non-current assets
62,871
› the net recognised amount of the identifiable assets
Liabilities
acquired and liabilities assumed.
Net assets acquired on acquisition
When the excess is negative, a bargain purchase gain is
recognised immediately in profit or loss.
Goodwill
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.
(336,864)
418,372
6,205,528
-
663,642
Net cash inflow arising
from acquisition:
Cash consideration
paid
Less; cash acquired
(included in
investing activities)
Net cash inflow arising from acquisition
663,642
From the date of acquisition PrimaryMarkets contributed
$6,127,745 in revenue and $3,868,443 to profit before tax to
the Group.
Annual Report FY22 64
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
11.1.3 Summary of acquisition
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 difference
between the consideration and the fair value of net assets of
Intiger Group Limited (renamed ‘Complii FinTech Solutions
Limited’) as at the acquisition date.
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)
Liabilities
Cash at bank
Current assets
26,025
92,879
Non-current assets
11,179
Fair value of net liabilities assumed on
acquisition
Excess deemed consideration on acquisition
transaction expense
(786,668)
(656,585)
1,866,703
11.1.4 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.
11.1.5 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.
11.1.6 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.
Annual Report FY22 65
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
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 2022
(2021: Nil).
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
(KMP) compensation
13.1 The names and positions
of KMP are as follows:
Mr Craig Mason
Executive Chairman
Ms Alison Sarich
Managing Director
Mr Gavin Solomon
Executive Director
Appointed 3 November 2021
Mr Greg Gaunt
Non-Executive Director
Mr Nick Prosser
Mr Ian Kessell
Mr Marcus Ritchie
Mr James Green
Non-Executive Director
Appointed 1 July 2021
Chief Operating Officer
Appointed 1 August 2020)
Chief Executive Officer -
PrimaryMarkets
Appointed 3 November 2021
Chairman – PrimaryMarkets
Appointed 3 November 2021
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 25.
Refer to the remuneration report for further information on
remuneration.
Annual Report FY22 66
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Note 14
Related party transactions
14.1 KMP compensation
The aggregate compensation made to directors and other members of the
key management personnel of the Group is set out below:
2022
2021
$
$
Short term employee benefits
1,195,251
657,504
Post employment benefits
89,189
39,404
Equity settled
565,203
284,240
1,849,643
981,148
14.2 Other KMP 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:
Sales revenue
Licence fee 1
Additional work 1
Total revenue from director related entities
Goods and services provided by
related entities on commercial
terms:
Interest payable 2
Office expenses 1
Total costs of services provided by director-related
entities
Transactions value for the year Balance outstanding at 30 June
2022
$
-
-
-
-
-
-
2021
$
(48,085)
(3,628)
(51,713)
29,040
-
29,040
2022
$
-
-
-
-
-
-
2021
$
-
-
-
-
-
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.
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 2022 or 2021 financial years.
Annual Report FY22 67
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Note 15
Auditor’s remuneration
16.2 Weighted average number of ordinary
shares outstanding during the year
used in calculation of basic EPS
15.1 Remuneration of the auditor for
Auditing or reviewing the financial
reports
Non-audit services
Tax services
2022
$
31,000
-
31,000
2021
$
32,500
18,300
50,800
Note 16
Earnings per share (EPS)
16.1 Reconciliation of earnings
to profit or loss
2022
2021
Note
Number
Number
374,021,992
176,285,896
16.4 114,831,874
N/A
488,853,866
176,285,896
Weighted average
number of ordinary
shares outstanding
during the year used in
calculation of basic EPS
Weighted average
number of dilutive equity
instruments outstanding
Weighted average
number of ordinary
shares outstanding
during the year used in
calculation of basic EPS
16.3 Earnings per share
2022
$
2021
$
Profit/(Loss) for the year
114,937
(4,194,240)
Loss used in the
calculation of basic and
diluted EPS
114,937
(4,194,240)
Basic EPS
(cents per share)
Diluted EPS
(cents per share)
Note
2022
$
0.03
2021
$
(2.38)
16.4
0.02
N/A
16.4 Diluted earnings per share
As at 30 June 2022 the Group has 114,831,874 unissued
shares under options (2021: 82,333,338) . The Group does
not report diluted earnings per share on losses generated by
the Group.
Annual Report FY22 68
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Note 17
Share-based payments
17.1 Share-based payment expense
Note
17.2
2022
$
2021
$
627,959
256,739
Share-based
payment expense
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.
17.2 Share-based payment arrangements
in effect during the period
17.4 Key estimate
2022
$
2021
$
507,551
437,071
627,959
256,741
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.
Outstanding at the beginning
of the year
Share based payment
expense
Reversal of lapsed options
-
(252,927)
Vesting performance rights
(176,181)
Options exercised
(16,666)
-
-
Expired Options
Options Issued
-
66,666
848,900
-
Outstanding at year-end
1,791,563
507,551
Weighted average
price per option
Opening balance
Number of
options
82,333,338
Granted during the year
37,000,000
Exercised during the year
(4,501,464)
Closing balance
114,831,874
Weighted
Average
Option Price
0.08
0.09
0.05
0.08
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.
Annual Report FY22 69
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
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 three segments, being the ‘Complii’ segment, financial technology platform
sector, the ‘PrimaryMarkets’ segment, trading platform sector and the ‘Adviser Solutions Group’ the AFSL 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. For the current
reporting period, the Group operated in three segments, being the ‘Complii’ segment, financial technology platform sector, the
‘PrimaryMarkets’ segment, trading platform sector and the ‘Adviser Solutions Group’ the AFSL sector.
18.3 Segment Information
Revenue
30 June 2022
30 June 2021
Complii
Primary Markets
Adviser Solutions
Group
2,364,364
6,127,745
150,860
1,942,607
-
30 June 2022
(3,818,303)
3,868,443
30 June 2021
30 June 2022
30 June 2021
(4,210,113)
-
9,827,204
3,084,543
4,346,892
-
Segment profit/(loss)
Assets
Liabilities
30 June 2022
(1,669,642)
(359,547)
(234,581)
(2,263,770)
30 June 2021
(756,042)
-
(11,332)
(767,374)
Total
8,642,969
2,024,663
114,937
(4,194,240)
13,228,132
4,375,068
82,056
64,797
15,873
316,385
28,176
18.4
Major customers
Complii FinTech Solutions Ltd has one major client,
which represents 8.3% of its revenue.
Annual Report FY22 70
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Note 19
Parent Entity Information
19.1 Financial position of
Complii FinTech Solutions Ltd
2022
$
2021
$
Current assets
4,087,368
6,254,752
Non-current assets
4,329,123
3,790,367
Total assets
8,416,491
10,045,119
19.3 Guarantees
There are no guarantees entered into by Complii FinTech
Solutions for the debts of its subsidiaries as at 2022
(2021: none).
19.4 Contractual commitments
The group has no capital commitments at 2022 (2021: $nil).
Current liabilities
1,063,823
575,590
19.5 Contingent liabilities
Total liabilities
1,489,867
615,466
Net (liabilities)/assets
6,926,624
9,429,653
There are no contingent liabilities to report for the period
2022 (2021: none).
19.6 Subsequent events
Complii FinTech Solutions Ltd made an off-market takeover
bid to acquire all of the ordinary shares in Registry Direct
Limited (ASX: RD1) on 20 June 2022, pursuant to its bidder’s
statement dated 20 June 2022 (Bidder’s Statement) as
supplemented on 3 August 2022 (Offer). On 12 August 2022
Complii announced that it had freed its Offer for Registry
Direct from all conditions other than the 90% minimum
acceptance condition. The Offer will close at 5:00pm (AEST)
on 19 August 2022 (unless further extended in the limited
circumstances set out in Complii’s ASX announcement
of 3 August 2022). As of 17 August 2022, Complii FinTech
Solutions Ltd has a voting power of 78.1%.
Issued capital
14,652,265
14,382,790
Share-based
payment reserve
Equity
942,663
507,551
Accumulated losses
(8,668,304)
(5,460,688)
Total equity
6,926,624
9,429,653
19.2 Financial performance of
Complii FinTech Solutions
2022
$
2021
$
Loss for the year
(3,207,616)
(1,677,703)
Other comprehensive income
-
-
Total comprehensive income
(3,207,616)
(1,677,703)
Annual Report FY22 71
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Note 20
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.
20.1 Basis of preparation
20.1.1 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).
20.1.2 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.
20.1.3 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 profit for the year ended
30 June 2022 of $114,937 (2021 loss: $4,194,240) and net
cash inflows from operating activities of $995,853 (2021:
$2,028,012 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.
20.1.4 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.
20.2 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.
Annual Report FY22 72
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
20.3 Foreign currency transactions
20.4 Use of estimates and judgments
and balances
20.3.1 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.
20.3.2 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.
20.3.3 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:
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.
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.
20.4.1 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.
20.5 Fair value
20.5.1 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.
Annual Report FY22 73
Complii FinTech Solutions
Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
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).
20.5.2 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
Measurements based on quoted prices
(unadjusted) in active markets for identical assets
or liabilities that the entity can access at the
measurement date.
Level 2
Measurements based on inputs other than quoted
prices included in Level 1 that are observable for
the asset or liability, either directly or indirectly.
Level 3
Measurements based on unobservable inputs for
the asset or liability.
The fair values of assets and liabilities that are not traded
in an active market are determined using one or more
valuation techniques. These valuation techniques maximise,
to the extent possible, the use of observable market data.
If all significant inputs required to measure fair value are
observable, the asset or liability is included in Level 2. If
one or more significant inputs are not based on observable
market data, the asset or liability is included in Level 3.
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.
20.5.3 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.
Annual Report FY22 74
Complii FinTech Solutions Notes to the consolidated
financial statements continued
for the year ended 30 June 2022
Note 21
Company details
The registered office of the Company is:
Registered
office
6.02 56 Pitt Street
Sydney NSW 2000
6.02 56 Pitt Street
Sydney NSW 2000
+61 (02) 9235 0028
info@complii.com.au
www.complii.com.au
20.6 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
Standards and interpretations 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.
Annual Report FY22 75
Complii FinTech Solutions Directors’ declaration
The Directors of the Company declare that:
1
The financial statements and notes, as set out on pages 36 to 75, are in accordance with the Corporations Act 2001 (Cth) and:
a
comply with Accounting Standards;
b
c
are in accordance with International Financial Reporting Standards issued by the International Accounting Standards
Board, as stated in Note 20.1.2 to the financial statements; and
give a true and fair view of the financial position as at 30 June 2022 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
Executive Chairman
Dated this Thursday 18 August 2022
Annual Report FY22 76
Complii FinTech Solutions
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
2022, 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 2022 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
20.1.2.
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.
Annual Report FY22 77
Complii FinTech Solutions
Key Audit Matter
How our audit addressed the Key Audit Matter
Revenue Recognition
During
the year ended 30 June 2022,
the
Our procedures amongst others included:
Consolidated Entity generated
$8,642,969 (2021: $2,024,663).
revenue of
Revenue recognition is considered a key audit
matter due to its financial significance.
• We reviewed the Consolidated Entity’s revenue
their contracts with
accounting policy and
customers and assessed its compliance with
from Contracts with
AASB 15 Revenue
Customers;
• Performed audit procedures on a sample basis by
supporting
to
verifying
revenue
relevant
documentation including verification contractual
terms of the relevant transaction, verification of
receipts and ensuring the revenue was recognised
at the appropriate time and classified correctly;
and
•
Performed cut off procedures to assess whether
revenue is recorded in the correct period;
• We assessed
the appropriateness of
the
disclosures included in Notes 1.1 to the financial
report.
Business Combination
As disclosed in note 11.1.2 of the financial report,
on 3 November 2021, the Consolidated Entity
Our procedures amongst others included:
• Review of
the acquisition agreement
to
acquired
Limited
PrimaryMarkets
(PrimaryMarkets) for consideration of $6,623,900
understand the key terms and conditions of the
transaction;
via the issue of shares and options.
As disclosed
the acquisition
in note 11.1.2
constitutes a business combination in accordance
with AASB 3 Business Combinations. The
acquisition has been provisionally accounted for
during the year.
Accounting for the acquisition constituted a key
audit matter due to:
• The size and nature of the acquisition;
• The complexities inherent in such a transaction;
and
• The judgement required in determining the
value of the consideration transferred.
• Assessment of the fair value of consideration
transferred with reference to the terms of the
acquisition agreement;
• Verification the acquisition date balance sheet of
supporting
underlying
acquiree
the
to
documentation; and
• We assessed
the appropriateness of
the
disclosures included in Note 11.1.2 to the financial
report.
Annual Report FY22 78
Complii FinTech Solutions
Key Audit Matter
How our audit addressed the Key Audit Matter
Share-Based Payments
As disclosed in note 17 to the financial statements,
during the year ended 30 June 2022 the Company
incurred share-based payments totaling $627,959.
Share based payments consisted of options and
performance rights issued during the year, as well
as the continued vesting of share-based payments
granted in prior periods.
Our procedures amongst others included:
• Analysing agreements to identify the key
terms and conditions of share based
payments
relevant vesting
conditions in accordance with AASB 2 Share
Based Payments;
issued and
• Evaluating Valuation Models and assessing
the assumptions and inputs used; and
• Assessing the amount recognised during the
the vesting
in accordance with
year
conditions; and
• We assessed the appropriateness of the
disclosures included in Notes 17 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 2022 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 20.1.2,
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.
Annual Report FY22 79
Complii FinTech Solutions
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.
Annual Report FY22 80
Complii FinTech Solutions
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 2022.
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
2022, complies with section 300A of the Corporations Act 2001.
HALL CHADWICK WA AUDIT PTY LTD
D M BELL CA
Director
Dated this 18th day of August 2022
Perth, Western Australia
Annual Report FY22 81
Complii FinTech Solutions
A TIO N
A D DITIO N A L IN F O R M
STAFF TRADINGFINANCIAL CRIMESCADDIEADVISERBIDACCOUNT FASTPRIMARY MARKETSRISK MANAGEMENTCOMPLIICOMPLIIBOOMONLINE PORTFOLIOONLINE PORTFOLIOCORPORATE HIGHWAYCOMPLAINTSCOMPLAINTSFINANCIAL CRIMESPPPPMMPPPPLLLIPPLLICOMPLIANCEONLINE PORTFOLIOONLINE PORTFOLIOSTAFF TRADINGSTAFF TRADINGFINANCIAL CRFINANCIAL CRFINANCIAL CRIM Additional Information for ASX Listed Companies
The following additional information is required under the ASX Listing Rules and is current as of 31 July 2022.
Capital structure
Security
Fully paid ordinary shares
Options exercisable at $0.05 each on or before 31 December 2022 (Tranche 1 Complii Options)
Options exercisable at $0.075 each on or before 3 November 2023 (T1 PrimaryMarkets Options)
Options exercisable at $0.10 each on or before 3 November 2023 (T2 PrimaryMarkets Options)
Options exercisable at $0.05 each on or before 31 December 2023 (Convertible Note Options)
Options exercisable at $0.10 each on or before 31 December 2023 (Tranche 2 Complii Options)
Performance rights
Number
417,411,157
28,998,539
16,000,000
21,000,000
7,500,000
41,333,335
35,346,411
Top shareholders
The 20 largest registered holders of fully paid ordinary shares were:
Rank
Shareholder name
1
2
3
4
5
6
7
8
9
10
11
Mr Anthony Raymond Cunningham
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