More annual reports from Complii FinTech Solutions Ltd:
2023 ReportANNUAL REPORT FY23
ABN 71 098 238 585
FY23 Highlights
AFSL clients
125
New capital raised in FY23
$10.4b
Complii’s Adviser Bid
Deals facilitated
by the platform
13,000+
Since launch in 2015
Access
to dealers
3,600+
Funds raised
since launch
$28.9bn
Investor
network
110,000+
Trading
value
$50m
Trading opportunities
at end Q4 FY23
100
Registry
768
Holdings
115,000+
ESS
45
Annual Report FY23 2
Complii FinTech Solutions Corporate directory
Complii FinTech Solutions Ltd (ASX: CF1) (Complii,
Group or the Company) – a leading end-to-end
compliance and risk management SaaS
(Software as a Service) platform for equity capital
markets participants– is pleased to provide its Annual
Report for the year ending 30 June 2023 (FY23).
ABN
71 098 238 585
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
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
Registry Direct
Level 6, 56 Pitt Street,
Sydney NSW 2000
PO Box 572,
Sandringham VIC 3191
1300 55 66 35
www.registrydirect.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.
Current
Directors
Craig Mason
Executive Chairman
Alison Sarich
Managing Director
Steuart Roe
Executive Director
Appointed
31 August 2022
Greg Gaunt
Non-Executive
Director
Nick Prosser
Non-Executive
Director
Company
Secretary
Karen Logan
Annual Report FY23 3
Complii FinTech Solutions Contents
FY23 Highlights
Corporate directory
Contents
Strategic process
Operating and financial review
Executive Chair and Managing Director’s summary
Directors’ report
Remuneration report (audited)
Auditor’s independence declaration
Financial Report
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors’ declaration
2
3
4
5
6
12
13
25
38
39
41
42
43
44
45
80
Independent auditor’s review report to the members of Complii FinTech Solutions Ltd 81
Additional information for ASX listed companies
86
Annual Report FY23 4
Complii FinTech Solutions
Strategic progress
The 2023 financial year (FY23) started with the acquisition of
Registry Direct, continuing to build our unique, integrated
ecosystem, becoming the “backbone” of Australian equity
markets.
Overall, the Complii group has been continuing to invest
behind building a differentiated, end-to-end ecosystem and
the required go-to-market capabilities, positioning itself for
more cross-selling opportunities. The focus going forward will
be to further decrease the cost of acquisition whilst increasing
customer ARR and lifetime value, to accelerate organic growth
profitably.
Over the past few years, we have been building a very strong
business, financially-sound, with improving unit economics
and -most importantly- a unique and differentiated offer.
As a result, we have a very strong base of loyal customers,
many of which are also shareholders in the company,
acknowledging the value of our suite of products and services.
We have also built a fantastic team and operational capabilities
to ensure we are executing better every year. We think we are
in a great position and can deliver on our strategy and financial
objectives in FY24 and beyond.
We want to thank our shareholders, customers and partners
for their support.
Complii: the “backbone”
of Equity Capital Markets
Strategic positioning as “the compliant ‘Backbone’
to the Equity Capital Markets”
› Significant depth of customers
› The future of the Capital markets is tech and
compliance focused
› Addressing the fast-moving tech, compliance
and efficiency requirements
Compl
Group
Compliance, control &
capital markets
management
Market Data
Execution & Clearing
Annual Report FY23 5
Complii FinTech Solutions Operating and financial review
The Company retained cash reserves (cash at bank
including term deposits) of $5.796m at the end of FY23.
The group remains debt free with significant cash at bank.
The group experienced net cash outflows from operating
activities of $1,710,216 (2022: cash inflow $995,853).
Group revenue has fallen by 8.2% to $7,934,160 in the year
ended 30 June 2023, down from $8,642,969 in the prior
year, driven mainly by the decrease in PrimaryMarkets’
transactional revenue due to the poor general global
financial market conditions.
As a SaaS business, Annual recurring revenue (ARR) is a
key metric for us. ARR has grown by 62.4% to $3,819,295
in the year ended 30 June 2023, up from $2,351,451 in the
prior year.
Increases in ARR across the main subsidiaries is set out
below:
› Complii up 10.5% on FY22
› PrimaryMarkets up 51.9% on FY22
› Registry Direct up 43.7% on FY22
(Note FY22 is pre acquisition)
› ThinkCaddie up 39.3% on FY22
› Advisor Solutions Group up 36.2% on FY22
Growth of Annual Recurring Revenue FY22 to FY23
Key milestones
Listed on the ASX: CF1
20202020
20212021
Develop Risk Management,
Financial Crimes, Staff Trading
and Complaints modules
in partnership with NRI-AUSIEX
Acquisition of
20212021
60%
50%
40%
30%
20%
10%
0
51.9
%
43.7
%
39.3
%
36.2
%
20222022
Acquisition of
10.5
%
ASG
20232023
Develop a new CRM in
partnership with NRI-AUSIEX
Annual Report FY23 6
Complii FinTech Solutions Operating and financial review
Principal activities
Complii Group is Australia’s first fully integrated corporate and
adviser management platform which serves as the backbone
of equity capital markets, enabling new levels of operating
efficiencies and competitive advantage for AFSL holders and
their thousands of licenced users.
Established in 2007, Complii Group offers technology solutions
to the Australian financial services sector. The Company
delivers premium, end-to-end Software as a Service (SaaS)
based technology solutions for Australian Financial Services
License (AFSL) entities, from dealers / brokers, financial
advisers, financial planners, wealth advisers, to listed and
unlisted companies and investors.
Within the highly regulated financial services industry,
registered users benefit from compliance modules for their
capital raising and operational needs; as well as a global
trading platform for securities of unlisted companies and
funds; and registry services for both listed and unlisted
companies and funds.
Through innovative research and development (R&D) and
complementary business acquisitions, Complii Group has
built Australia’s only integrated, modular SaaS platform
for managing compliance, control and capital markets
engagement.
Complii Group modules include registry services from
inception of a corporation or trust, trading facilities whilst
unlisted (pre-IPO), new capital raising (pre-IPO rounds + IPO
listing + placements post listing), administration tools and
shareholder services plus all the compliance controls required
for those AFSL holders and their registered users dealing for
and in capital markets.
Complii Group client entities and their users extend across
AFSL holders dealing with listed and unlisted issuers, retail,
professional, sophisticated, and institutional investors.
Through ThinkCaddie, our CPD management platform,
the Group also provides specialised e-learning solutions for
Financial Advisers, Financial Planners, Wealth Managers,
BAS and tax agents and other financial services professionals.
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The Group offering: a
modular, end-to-end platform
Covering the whole corporate lifecycle from
inception to unicorn
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(cid:19)(cid:6)(cid:16)(cid:21)(cid:1)(cid:23)(cid:22)(cid:6)(cid:7)(cid:25)(cid:19)(cid:20)(cid:16)
› Registry services at inception of a
corporation
› Unlisted trading facilities (pre-IPO)
(cid:31)(cid:30)(cid:25)(cid:24)(cid:23)(cid:26)
(cid:31)(cid:30)(cid:29)(cid:28)(cid:27)(cid:26)
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(cid:25)(cid:21)(cid:20)(cid:21)(cid:8)(cid:19)(cid:25)(cid:19)(cid:20)(cid:16)
› Capital raising (seed round + IPO listing)
administration tools
(cid:18)(cid:21)(cid:20)(cid:17)(cid:21)(cid:16)(cid:26)(cid:15)(cid:14)
(cid:13)(cid:12)(cid:11)(cid:10)(cid:9)(cid:15)(cid:21)(cid:22)(cid:20)(cid:22)(cid:20)(cid:8)
(cid:127)(cid:22)(cid:6)(cid:129)
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(cid:13)(cid:15)(cid:22)(cid:25)(cid:19)
(cid:17)(cid:19)(cid:16)(cid:19)(cid:27)(cid:16)(cid:22)(cid:26)(cid:20)
(cid:30)(cid:22)(cid:20)(cid:21)(cid:20)(cid:27)(cid:22)(cid:21)(cid:23)
(cid:24)(cid:23)(cid:21)(cid:20)(cid:20)(cid:22)(cid:20)(cid:8)
› Shareholder services (post listing)
› Compliance controls required for those
dealing for and in capital markets
› Online learning and CPD management
Annual Report FY23 7
Complii FinTech Solutions Operating and financial review
Growth
Sales & Marketing
Overall, the Group continued to grow the customer base
across the financial services sector and winning mandates
from new, high-profile customers such as Wilsons Advisory.
The established product and service offerings continued
to perform, showing solid increase in recurring revenue
through the combination of new sales and additional
module subscriptions to existing and new clients. The
Group is expected to continue this growth trajectory with
new modules and enhanced workflow capabilities in
development and to be released to clients in FY24.
Partnerships
As announced on 31 January 2023 Complii is expanding
its relationship with Australian Investment Exchange
(AUSIEX) by implementing a new Customer Relationship
Management (CRM) System. This project is in progress.
Research & Development (R&D)
Throughout FY23, the Group continued its ongoing R&D
investment in new products and services. Several new
modules have been developed, and comprehensive
enhancements and product updates have been delivered
during the year, increasing further the customer and user
experience.
There have also been significant updates on the
PrimaryMarkets platform since acquisition.
Our commercial capabilities have been revamped, with the
hiring of a new Group Head of Marketing (February 2023) and
the building of account-based marketing strategy supported
by new martech stack and the appointment of expert partner
agencies.
Across the Group, the sales and marketing team is focused on
increasing our brand awareness and lead-generation cost-
effectively, as well as cross-selling all Group products and
services.
FY24 will continue re-engaging with existing clients, potential
clients, new segments, shareholders and investors. The cross-
sell continues to produce ARR growth across our product
suit, endorsing our acquisition and growth strategy to date.
Through our ecosystem of solutions, we are steadily growing
our total addressable market (TAM) as well as increasing
the potential share of wallet through cross-selling of our
solutions, as most companies want to work with end-to-end
vendors instead of a roster, as it is both simpler and more cost-
effective. This makes our offer both differentiated and sticky.
We continue to build on the group’s ambition to become the
backbone for equity capital markets, with a unique offering
covering cost-effective capital raising, absolute compliance
assurance, operating risk mitigation and customer servicing
efficiency. Integrating our other business units’ solutions,
the Complii group offers the only end-to-end platform for
managing corporate activity from inception of a Company, pre-
IPO trading/liquidity, new capital raising efficiencies through
to registry services, as well as providing compliance and
efficiency tools along each step of the journey, whether it be
from the company or a broker. Complii is continuing to focus
its Group marketing and resources to realise this opportunity.
The Complii booth at SIAA
2023 in Sydney (Stockbrokers
and Investment Advisers
Association’s flagship
conference)
Annual Report FY23 8
Complii FinTech Solutions Operating and financial review
Snapshot of our broad, growing client base
Annual Report FY23 9
Complii FinTech Solutions Operating and financial review
Registry Direct acquisition
Complii
The Complii group concluded the acquisition
of the Registry Direct business in August 2022,
completing a substantial step towards assembling
Australia’s first end-to-end platform covering capital raise to
risk and compliance.
Registry Direct is an online share and unique registry with a
growing base of clients to companies and funds.
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900
800
700
600
500
400
300
200
100
0
Jun
2013
Jun
2015
Jun
2017
Jun
2019
Jun
2021
Jun
2023
Registry Direct complements perfectly our PrimaryMarkets’
and Complii’s Corporate Highway capital raising offering.
The business continued to develop its platform based on
client feedback to improve functionality and sales appeal.
Complii Group in-housed its share registry services using
Registry Direct from the 6th February 2023.
In FY23, $10.4bn new capital funds were raised
on the Complii platform across 3082 unique
offerings, using our Adviser Bid and Corporate Highway
capital raising offering.
Complii group signed several new AFSL clients over the year
and started generating incremental revenue from new clients.
Complii is continuing custom work with our larger customers
on future major enhancements and developments, which will
then be standardised and offered to our broader customer
base.
PrimaryMarkets
PrimaryMarkets had a challenging year due to
economic conditions and lower appetite for
investing. This is consistent with the current very difficult IPO
market. We expect this to change as the market situation
returns to a more favourable state and have seen increasing
enquiries from private companies seeking liquidity and capital
raising solutions.
Over FY23, PrimaryMarkets has grown from 50 investment
opportunities at the end of Q4 FY22 to over 100 at the end of
Q4 FY23, comprising a mixture of secondary trading, trading
hubs, unicorns, capital raises and investor centres.
Capital raising continues to be an important part of the
PrimaryMarkets ecosystem with 39 companies closing capital
raisings this year and trading value remaining strong with
$50M traded through the fiscal year. Further broadening
of the network of sophisticated and institutional investors
through more robust marketing efforts. The total number of
sophisticated investors verified through the PrimaryMarkets
Platform has increased 40% year-on-year.
Mergers and Acquisitions (M&A)
Post the acquisition of Registry Direct, the Group’s
growth strategy remains primarily organic, although the
Board is continuing to assess a number of strategic and
complementary acquisition opportunities.
Complii is ready and remains committed to look for synergistic,
complimentary acquisition and partnership opportunities
which complements the Group’s organic growth strategy.
Annual Report FY23 10
Complii FinTech Solutions Real world solutions
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EMPOWER
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ENABLE
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ENSURE
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(cid:31)(cid:24)(cid:23)(cid:22)(cid:21)(cid:26)
110,000+
Global
investors
160%
Improved efficiency
reported by users
100%
Legal
success
Complii 2023 Conference
Partners:
The Complii Group organised a very successful
conference on The Future of Compliance in Sydney for
customers, partners, prospects and media. The event
was attend by circa 120 participants and extremely well
received, helping to raise our profile as a thought-leader
and generate interest from potential customers.
Complii FinTech Solutions
Annual Report FY23 11
Executive Chair and Managing Director’s summary
We continue to build a unique ecosystem, delivering strong
ARR growth and strong cash flow for all activities, supported
by solid cash at bank.
Having invested to build a unique ecosystem, we will
continue to drive organic growth through new products and
partnerships, increasing our share of our addressable market.
We also continue to explore synergistic acquisitions, and this
will remain a broad focus building upon the success of our
aggregations of both PrimaryMarkets and Registry Direct.
This will help both increase the size of our addressable market
as well as increase opportunities for cross-selling.
Our Group’s cross-selling capabilities provide an expected
upside for organic growth within our Group.
We are also focused on improving efficiency in our operations,
particularly our go-to-market.
Complii is well positioned to give our shareholders a strong
trajectory into FY24.
The Complii Group has built a unique, differentiated and hard-to-imitate, end-to-end platform delivering
a whole suite of solutions for equity capital markets participants. After strong investment in building our
ecosystem, we are now switching gear to focus more on monetisation.
A growing
market
A unique
offer
A clear
growth
path
Expanded
marketing
Expanded
sales
efforts
Cross-sell
expansion
Group
integration
efficiencies
Operationally, the Complii group has grown into a substantial
player within the capital markets Regtech industry, recognised
for leadership, customer service and innovation. We have
established ourselves as the “go-to” vendor thanks to our
integrated platform, the only one of its kind.
We have the capabilities, skills and resources to turbo-charge
the impact of our investments and deliver strong results,
developing and managing increasingly integrated and
customised SaaS solutions for a wide range of client types.
We strengthened our executive team with the appointment of
a full-time CFO (5 Sept 2022) who joined from Automic Group
and a full-time Group Head of Marketing (1 Feb 2023).
The quality of customer relationships and service satisfaction
levels remain a top priority, as is our ability to understand
users’ operating needs and resolve their pain points, driving
enduring loyalty. This supports cross-selling solutions to
our existing client base. FY23 has also seen a renewed focus
on building our sales and marketing capabilities, aiming at
delivering new opportunities at lower cost of acquisition, and
increase our customers’ lifetime value to the group: If H1 FY23
was still focused on product development and integration, H2
FY23 saw an additional stream of work focused on new clients
acquisition supported by a strong marketing presence and
capabilities.
Our aim is to accelerate further our market penetration,
both organically and through partnerships and acquisitions
when relevant.
In summary, our operational capabilities have been
strengthened and will support our growth efforts, driven
increasingly by new client acquisitions alongside the extension
of products and services update by existing clients.
Mr Craig Mason
Executive Chairman
Ms Alison Sarich
Managing Director
Annual Report FY23 12
Complii FinTech Solutions Directors’ report
The Directors present their report, together with
the financial statements, on the consolidated
entity (referred to hereafter as the ‘consolidated
entity’ or ‘Group’) consisting of Complii FinTech
Solutions Ltd (referred to hereafter as
the ‘Company’ or ‘parent entity’) and
the entities it controlled at the end of,
or during, the year ended 30 June 2023.
Directors
The following persons were Directors of Complii FinTech
Solutions Ltd during the whole of the financial year and up
to the date of this report, unless otherwise stated:
Craig Mason
Alison Sarich
Gavin Solomon
Steuart Roe
Greg Gaunt
Nick Prosser
Executive Chairman
Managing Director
Executive Director
(Ceased 1 March 2023)
Executive Director
(Appointed 31 August 2022)
Non-Executive Director
Non-Executive Director
Principal activities
Complii FinTech Solutions Limited (Complii) is Australia’s first
fully integrated Corporate & Adviser management platform
which serves as the “backbone” of equity capital markets,
enabling new levels of operating efficiencies and competitive
advantage for AFSL holders and their thousands of licenced
users.
Complii’s range of products covers the whole corporate
lifecycle with a focus on capital raise, corporate deal flow
services, and risk and compliance management technology,
including:
Divisional brand
Product offers
Compliance
Financial crimes
Risk management
Complaints
Online Portfolio
Advisor bid
Unlisted share trading, capital raise,
investor hubs
Share and unit registry, shareholder
communications, Employee Share
Schemes (ESS)
SOA client portfolio, account
administration and para-planning
E-learning, CPD management and
professional development
Annual Report FY23 13
Complii FinTech Solutions Directors’ report
Business units
The Complii Group is comprised of the below five distinct business units, each operating under its own management reporting to Group
management, and each responsible for its own P&L.
Each of Complii’s business units has the overlay of Group activities such as common Directors, back-office, accounting, marketing,
investor relations and cross-selling activities.
Catering to
AFSL holders
and providing
mainly
compliance
modules and
corporate deal
flow services
Corporate
Highway
Whereby all trading and investment opportunities will be able to be accessed
and cross promoted to all of Complii’s AFSL client firms.
Adviser
Bid
During the year ended 30 June 2023, $10.4Bn of new capital funds was raised
on the Complii platform across 3,082 unique offerings from numerous AFSL
client firms using Adviser Bid -Complii’s proprietary Capital Raising System,
an online, seamless process of offering documentation, bidding, scale
backs, subscription documentation, e-signature, manage flow of funds from
subscribers to issuers supplemented with fulsome broker management and
reporting tools.
Retail
Compliance
Investors can be profiled using electronic KYC and investor risk profiling, with
compliance documentation being issued based on the clients profile, ensuring
Complii Customer’s clients base are compliant.
Risk
Management
A new, bank-grade module to identify, manage and control operational
workflow risks across entire organisations
A module that AFSL client firms use via a distinctly branded client portal to
onboard, establish and manage their global client base for AML/KYC/CTF
regimes and client accounts.
Other
modules
Include complaints, financial crimes, online portfolio, and staff trading.
Enables AFSL client financial planners and wealth managers to manage their client information and undertake
para-planning activities online.
Provides mandatory training to enable AFSL client firms and their registered users plus their registered clients and
individuals to satisfy and maintain their individual required professional accreditations.
Provides a complete, online shareholder registry and communications service for both issuers and investors across
both listed and unlisted corporations and funds + corporate employee share schemes management services.
Provides new capital raising and online trading platform for securities in unlisted companies and funds connecting
unlisted companies and funds to a global investor network of over 110,000.
Annual Report FY23 14
Complii FinTech Solutions
Directors’ report
Dividends
There were no dividends paid, recommended or declared
during the current or previous financial year.
Main business units
Complii
Review of operations
The Complii group has worked on integrating the various
business units to drive synergies and cost savings as well
as deliver an integrated offer working seamlessly from
one business unit to another. We have been harmonising
technologies and centralising certain functions and capabilities
at group level to avoid duplication. A significant portion
of our development activities have been classified as R&D
activities which enabled the Group to again be the recipient of
significant government grants for FY22 activities.
During the year, the Company has completed a takeover of
Registry Direct Ltd (“Registry Direct”). Registry Direct provides
share and unit registry services to Australian and international
companies and trusts operating in Australia. Registry Direct
has created and developed arguably Australia’s only fully
featured software-as-a-service (SaaS) registry management
platform, which is designed to better manage shareholder data
and communications. On completion of the Registry Direct
takeover on 31 August 2022, the Company appointed Steuart
Roe as an Executive Director.
Additionally, Complii plans to continue to look for
complementary strategic opportunities throughout FY24 and
beyond.
Complii completed upgrades of several existing
modules and completed one new distinct SaaS
module build during the year, which have been upsold
and delivered into 4 existing AFSL client environments. As
announced on 31 January 2023, Complii has also commenced
working on a new Customer Relationship Management (‘CRM’)
system for the Australian Investment Exchange (‘AUSIEX’).
All these new and improved modules are being rolled out
enhancing the revenue opportunity for the Group.
Complii has also commenced work with our larger customers
on future major enhancements and developments to the
broader offering, which will assist them in growing their
businesses in conjunction with Complii, further becoming
industry standard.
Registry Direct
During the year the Company completed the
Registry Direct acquisition which has seen a strong
uptick in Registry Direct revenue numbers. The acquisition of
Registry Direct has proven the Group’s breadth in the market
and solidified the growth of a company once it has the power
of the Group behind it, versus being on its own. The Registry
Direct revenue numbers and new business on the horizon has
clearly shown this upward trend. Complii is continuing to focus
its Group marketing and resources to realise this opportunity.
PrimaryMarkets
During the year the IT development and
support of the PrimaryMarkets Trading Platform
was brought in house with further trading opportunities
added to the platform. Development of the integration of
PrimaryMarkets into the Complii Corporate Highway project
continues whereby all trading and investment opportunities
will be able to be accessed and cross promoted to AFSL client
firms.
Annual Report FY23 15
Complii FinTech Solutions Directors’ report
Options and Performance Rights
Complii had positive take up of the majority of its $0.05
options which had an expiry date of 31 December 2022.
This shows strong commitment and support from its Board
and shareholders backing the Company. On 31 December
2022, a number of Company unlisted Options each with an
exercise price of $0.05 were exercised resulting in cash receipts
of $1,152,291 during the year.
Operating Results
The group has a strong balance sheet with cash at bank
(including Term Deposits) at 30 June 2023 being $5.796m with
no debt and no new equity placements since December 2020.
The group experienced net cash outflows from operating
activities of $1,710,216 (2022: cash inflow $995,853).
The loss for the consolidated entity after providing for income
tax amounted to $5,448,706 (30 June 2022: profit of $114,937).
Group revenue has fallen by 8.2% to $7,934,160 in the year
ended 30 June 2023, down from $8,642,969 in the prior year
driven mainly by the decrease in PrimaryMarkets’ transactional
revenue which was expected due to the poor general global
financial market conditions.
During the year the Group received a Research & Development
grant for FY22 activities of $2.4 million. The Group is currently
preparing its Research & Development tax incentive
application for submission to AusIndustry. We anticipate
receiving a R&D grant of circa $1.17m for FY23 activities in FY24.
During the year ended 30 June 2023 the Group incurred $17.6
million (2022: $9.8 million) in expenses, this included several
one-off and non-cash expenses.
30 June 2023 Expense Category
Consulting fees
Corporate secretarial fees
Employee benefits expense
Legal expenses
Depreciation and amortisation expense
Impairment of assets
Licensing fees
Other expenses
Finance costs
Cost of sales
Occupancy
Professional fees
Share based payments expense
Other employment expenses
Travel and Entertainment
30 June 2023
30 June 2022
$
999,806
105,009
7,908,350
211,376
1,598,739
1,816,050
1,154,368
2,283,308
42,023
63,829
46,838
140,383
756,199
440,634
83,068
$
268,711
134,024
4,790,200
519,775
211,703
-
1,456,254
1,155,798
15
-
33,595
254,262
627,959
319,100
25,190
Change
$
731,095
(29,015)
3,118,150
(308,399)
1,387,036
1,816,050
(301,886)
1,127,510
42,008
63,829
13,243
(113,879)
128,240
121,534
57,878
Total Expenses
17,649,980
9,796,586
7,853,394
Change
%
272%
(22%)
65%
(59%)
655%
-
(21%)
98%
280053%
-
39%
(45%)
20%
38%
230%
Annual Report FY23 16
Complii FinTech Solutions Directors’ report
Consultancy fees were $1.0m (30 June 2022: $0.27m), an
increase of $0.73m (272%) on the prior year. The increase is
due to new contractors hired to complete development work
as a result of winning new clients and expanding relationships
with current clients. These expenses have shown a solid
increase in ARR in FY23 which will continue in FY24 and
beyond.
Employee benefit expenses were $7.91m (30 June 2022:
$4.79m), an increase of $3.12m (65%) on the prior year. This
was mainly driven by additional staff taken on through the
Registry Direct acquisition completed during the year ($1.40m),
a full year of staff costs for PrimaryMarkets versus 8 months
of costs in FY22 ($0.86m (2023: $1.65m v 2022: $0.79m)), a
one-off payout in relation to Director termination ($0.14
million), a one-off Annual Leave cash out ($0.06m), recruitment
and termination/resignation expenses ($0.20m) and the
investment in new hires tasked to drive business.
Legal fees decreased by $0.31m (59%) on the prior year.
FY22 legal fees were mainly in relation to the acquisition of
Registry Direct business completed in FY23.
Depreciation and amortisation of $1.60m (30 June 2022:
$0.21m) reflects the investment in Property Plant and
Equipment, Intangibles and Right of Use assets of the Group.
Impairment expense of $1.82m (2022 $nil) reflects the
impairment of the PrimaryMarket acquisition. See note 13 for
additional information.
Other expenses have increased $1.13m in FY23. This increase
was driven by costs associated with the Registry Direct
acquisition, increased insurance premiums and increased
marketing costs.
The Group also incurred costs of $0.44m in relation to the
acquisition of Registry Direct during the year. These costs have
been expensed against several categories in FY23 including
Legal expenses and Consulting fees.
The increase in expenses in FY23 is driven by investments both
in acquisition and organic growth and are expected to deliver
an incremental ARR and a positive ROIC. Across the Group, the
sales and marketing team is focused on increasing our brand
awareness and lead-generation cost-effectively, as well as
cross-sell all Group products and services.
Set out below is a proforma Profit and Loss for the year
ended 30 June 2023 removing material one-off and non-cash
expenses the adjusted loss after providing for income tax is
($323,413).
Loss after providing for income tax benefit
(5,448,706)
2023
$
Add back
Depreciation and amortisation expense
Impairment of assets
Share based payments expense
Registry Direct acquisition costs
Costs in relation to cessation of Director
(Wages + Legal costs)
Director cash out of Annual Leave
Tax consolidation advice following Primary
Markets and Registry Direct acquisitions
Exercise of Unquoted Options
Vendor out of Escrow
Other staff costs (Recruitment costs/
termination and resignation payments
-
1,598,741
1,816,050
756,199
442,292
162,981
58,780
21,500
10,280
12,823
198,097
Registry Direct costs as a result of acquisition
47,550
Adjusted Loss after providing for income tax
benefit
(323,413)
Significant changes in the state of affairs
Other than the acquisition mentioned above, there were
no other significant changes in the state of affairs of the
consolidated entity during the financial year.
Matters subsequent to the
end of the financial year
On 26 July 2023, the Company issued 698,290 fully paid
ordinary shares to Non-Executive Director Nick Prosser under
the Director Fee Plan in lieu of cash payment for director’s
fees owed to Mr Prosser for the year ended 30 June 2023. An
additional 52,255 fully paid ordinary shares were also issued
on 26 July 2023 for the period 1 January 2022 to 30 June 2022
as his director’s fees increased with effect from 1 January 2022.
On 27 July 2023, the Company issued 500,000 fully paid
ordinary shares on the exercise of unquoted Performance
Rights that vested in accordance with the Company’s Incentive
Performance Rights Plan.
On 1 August 2023, the Company issued 1,000,000 fully paid
ordinary shares in lieu of cash payment for services provided
by a consultant.
Annual Report FY23 17
Complii FinTech Solutions Directors’ report
No other matter or circumstance has arisen since 30 June
2023 that has significantly affected, or may significantly affect
the consolidated entity’s operations, the results of those
operations, or the consolidated entity’s state of affairs in future
financial years.
Likely developments, prospects and
business strategies
Likely developments, future prospects and business strategies
of the operations of the Group and the expected results of
those operations have not been included in this report as the
Directors believe that the inclusion of such information would
be likely to result in unreasonable prejudice to the Group.
Environmental, social and Governance
Our environmental commitment
Complii is committed to being a responsible and sustainable
business.
Although the consolidated entity is not subject to any
significant environmental regulation under Australian
Commonwealth State of Territory law, the Company is seeking
to undertake in the future, an analysis of Company objectives
that can reduce its environmental footprint.
Corporate Governance
Complii’s Board of Directors is responsible for the corporate
governance of Complii FinTech Solution Ltd. The Board
guides and monitors the business affairs of the Group on
behalf of stakeholders and its activities are governed by the
Constitution.
Our Corporate Governance Statement is founded on
the ASX Corporate Governance Council’s principles and
recommendations. The statement is periodically reviewed
and, if necessary, revised to reflect the challenging nature of
the industry.
The responsibilities of the Board of Directors and those
functions reserved to the Board, together with the
responsibilities of the Managing Director are set out in
our board Charter. To assist with governance Complii has
established relevant policies and procedures.
For copies of policies, procedures and charters, please visit the
Complii website and navigate to For Shareholders > Corporate
Governance.
Material Business Risks
There are various internal and external risks that may have a
material impact on the Group’s future financial performance
and economic sustainability. The Group makes every effort to
identify material risks and to manage these effectively.
From a sustainability perspective, the Company’s ability to
provide resilient operations requires disciplined long-term risk
management and a commitment to operating as a responsible
corporate citizen.
The Company’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, the Company 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
continue 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 the Company’s strategies, some of which
are outside the control of the Group.
The material business risks affecting the Company are set
out below. In addition to these risks, the Company may also
face a range of other risks from time to time in conducting its
business activities.
Customer retention and revenue growth
The Company’s growth strategy is largely dependent on
maintaining and increasing the number of customers that use
the Complii, PrimaryMarkets and Registry Direct platforms
and each of the various service modules along with the
acquisition of synergised products. The Company’s ability
to retain customers may fluctuate as a result of a number
of factors including their satisfaction with the Platforms,
customer support services, prices, competitor prices, broker
consolidation and new feature releases. If customers do not
renew their existing licences or renew on less favourable
terms (i.e. with a reduced number of service modules), the
Company’s revenue may decline or grow less quickly than
anticipated, which may impact its operations.
Annual Report FY23 18
Complii FinTech Solutions Directors’ report
Complii is mitigating this risk as much as possible, by
increasing customer relationship meetings, striving for
exceptional client service, maintaining competitive pricing
whilst providing a unique configurable experience to each
customer. Complii has also an expanded its sales and
marketing effort to increase market share and revenue growth.
Competition
The industry in which the Company is involved is subject to
domestic and global competition.
Whilst similar offerings to components of the Complii Platform
may exist internationally, Complii is not aware of any direct
competitors operating in Australia who provide the full range
of modules offered by the Complii Platform. Complii is aware
of competitors who provide services in respect of some
of the modules offered i.e. the ThinkCaddie and Capital
Raising service modules. The Company is also aware of
direct competitors who provide services similar to that of the
PrimaryMarkets, Registry Direct, Shroogle and ASG businesses.
The Company faces the potential loss of its competitive or
market position as a result of potential product innovation by
existing competitors or new entrants to the market, which the
Company many not anticipate or respond to with sufficient
speed to maintain its market position.
Other competitive risks faced by the Company include price
competition, competitor marketing campaigns, and mergers
or acquisitions by competitors and possible new entrants to
the Company’s industry. The risks may have a negative impact
on the Company’s growth and financial performance.
To lessen these risks, Complii continues to innovate its product
offering, listen to its customers and develop enhancements
to its platforms that will benefit the customer base. Complii
also continues to either develop or acquire business units that
increase its offering to its existing and new potential customer
base, making it a broader solution within the one ecosystem,
which is increasing its value proposition to customers.
Changes in technology
The Company operates in an industry in which technology
is evolving rapidly with the frequent introduction of new
technologies, products and innovations. Customers
behaviours, preferences and trends are also consistently
changing upon the onset of new methods of communication
and digital platforms. The Company must continue to evolve
and adapt its products and service offerings to maintain its
competitive position. There is a risk that the Company will not
be able to introduce new and superior products and services
at the rate seen by other competitors in the market generally.
The Company ensures that it continues to evolve and adapt
its products and service offerings on an ongoing basis to offer
new functions and to comply with new regulatory obligations.
The Company understands the success of any enhancement
or new feature depends on several factors, including the
Company’s understanding of market demand, timely
execution, successful introduction, and market acceptance,
and based on this understanding will mitigate risk of not being
forefront on technology and regulatory changes.
Cyber and security risks
The Company stores data in its own systems and networks and
also with a variety of third-party service providers. Breaches of
security including hacking, denial of service attacks, malicious
software use, internal intellectual property theft, data theft
or other external or internal security threats could put the
integrity and privacy of customers’ data and business systems
used by the Company at risk which could impact technology
operations and ultimately customer satisfaction with the
Company’s products and services, leading to lost customers
and revenue.
The impact of loss or leakage of customer or business data
could include costs for potential service disruptions, litigation
and brand damage which may potentially have a material
adverse impact on the Company’s reputation as well as its
profitability. Furthermore, any such historical and public
security breaches could impact the Company’s ability to
acquire future customers and revenue. In addition, substantial
costs may be incurred in order to prevent the occurrence of
future security breaches.
Whilst the Company has established risk management systems
to prevent cyber-attacks and any potential data security
breaches, including firewalls, encryption of customer data
(storage and transmission) and a privacy policy, there are
inherent limitations on such systems, including the possibility
that certain risks have not been identified. There can be no
guarantee that the measures taken by the Company will be
sufficient to detect or prevent data security breaches.
However, the Company continues to lessen this risk by working
with gold standard Cyber-security experts to implement and
maintain appropriate Information Security Management
Systems (ISMS), aligns itself, its operations, practices, policies
and procedures to the industry standards and ensures that
appropriate penetration testing and auditing is carried out
continuously.
Annual Report FY23 19
Complii FinTech Solutions Directors’ report
Reliance on third party IT suppliers
Loss of key personnel or skilled workers
The Company relies on certain contracts with third party
suppliers, to maintain and support its IT infrastructure and
software, which underpin its core business activities. In
particular, the Company relies on Microsoft Azure and Amazon
Web Services (AWS) to maintain continuous operation of its
technology platforms, servers and hosting services and the
cloud based environment in which it provides its products.
The Company’s reliance on such third parties to provide key
services decreases its control over the delivery of these services
and the quality and reliability of the services provided. There is
a risk that these third party systems may be adversely affected
by various factors such as damage, faulty or aging equipment,
power surges or failures, computer viruses, or misuse by staff
or contractors. Other factors such as hacking, denial of service
attacks, or natural disasters may also adversely affect these
systems and cause those services to become unavailable. Any
delay, disruption or deterioration in the level of services by
a third party provider could impair the Company’s ability to
provide services to its customers at all or to the service levels
the Company and its clients expect. This could lead to a loss of
revenue while the Company is unable to provide its services, as
well as adversely affecting its reputation.
The company has appropriate data loss prevention policies
and procedures as well as data failover procedures in place to
ensure that this risk is minimised as much as possible.
The Group’s ability to be productive, profitable and
competitive and to implement planned growth initiatives
depends on the continued employment and performance of
senior executives and management. The Group’s performance
is also depends on its ability to attract and retain skilled
workers with the relevant industry and technical experience.
The loss of a number of key personnel or the inability to attract
additional personnel may have an adverse impact on the
Group’s financial and operating performance. The Company
continues to employ, cross train and empower staff to grow
and learn to be the next leaders within the firm and industry.
The Company also adopts a culture designed to keep staff
engaged, happy and ultimately retain its staff.
Regulatory risk
The Company’s Platforms and service modules are the subject
of continuous development and need to be updated on an
ongoing basis in order to ensure that the products and services
comply with the current financial laws and regulations. There
are no guarantees that the Company will be able to undertake
such development successfully. Failure to successfully
undertake such research and development, anticipate
technical problems, or estimate research and development
costs or timeframes accurately will adversely affect the
Company’s results and viability.
In addition, the introduction of new legislation or amendments
to existing legislation by governments, developments in
existing common law, or the respective interpretation of the
legal requirements in any of the legal jurisdictions which
govern The Company’s operations or contractual obligations,
could impact adversely on the assets, operations and,
ultimately, the financial performance of the Company and its
Shares. In addition, there is a commercial risk that legal action
may be taken against the Company in relation to commercial
matters.
The Company has a number of service agreements to work
closely with firms which provide Compliance professional
services, allowing it to maintain an understanding and keep up
to date with any regulatory changes coming up. The Company
also works with Compliance professionals working within
our customers firms, which helps mitigate risk and ensure
the Company is on the front foot of any technology changes
required for any upcoming regulatory changes.
Annual Report FY23 20
Complii FinTech Solutions Directors’ report
Information on Directors
Mr Craig Mason
Executive Chairman
Ms Alison Sarich
Managing Director
Qualifications
MSAA
Qualifications
AICD
Experience and
expertise
Craig has over 35 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
Other current
directorships
Former directorships
(last 3 years)
Special
responsibilities
Nil
Nil
Nil
Interests in shares
35,700,000 Ordinary Shares
Interests in options
5,220,527 Tranche 2 Unquoted
Options
Interests in rights
25,000,000 Performance Rights
Experience and
expertise
Alison has over 20 years’ experience
in the finance industry, including
Custody, Corporate actions and
client relationship management.
Including positions based in
Australia and the United Kingdom.
Other current
directorships
Former directorships
(last 3 years)
Special
responsibilities
Nil
Nil
Nil
Interests in shares
18,338,432 Ordinary Shares
Interests in options
3,852,250 Tranche 2 Unquoted
Options Ex $0.10 – Exp 31/12/23
Interests in rights
9,000,000 Performance Rights
Annual Report FY23 21
Complii FinTech Solutions Directors’ report
Information on Directors
Mr Steuart Roe
Executive Director (Appointed 31 August 2022)
Mr Greg Gaunt
Non-Executive Director
Qualifications
B.Sc., MAppFin
Qualifications
B.Juris and LL.B
Experience and
expertise
Steuart is an experienced business
professional with over 30 years in
financial services and information
technology. Steuart has also issued
many first to market financial
products on the ASX. Over Steuart’s
career, he has been a proprietary
trader, hedge fund manager, a
fund manager and been the CEO
and director of two ASX listed
companies.
Other current
directorships
Former directorships
(last 3 years)
Special
responsibilities
Nil
Nil
Nil
Interests in shares
14,079,812 Ordinary Shares
Interests in options
5,804,383 Tranche 2 Registry Direct
Options
Interests in rights
4,000,000 Performance Rights
Experience and
expertise
Greg is a former Executive Chairman
of the law firms Lavan and HHG
Legal Group and possesses
longstanding experience in the
management of law firms where he
attained broad business experience
across many different sectors.
Other current
directorships
Former directorships
(last 3 years)
Nil
Nil
Special
responsibilities
Member of Nomination and
Remuneration Committee
Interests in shares
1,500,000 Ordinary Shares
Interests in options
Interests in rights
Nil
Nil
Annual Report FY23 22
Complii FinTech Solutions Directors’ report
Information on Directors
Mr Nick Prosser
Non-Executive Director
Mr Gavin Solomon
Executive Director (Ceased 1 March 2023)
Qualifications
Dip Sec and Risk, AICD
Qualifications
FAICD, B.Comm/LLB
Experience and
expertise
Other current
directorships
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.
Advanced Health Intelligence (ASX:
AHI) (NASDAQ: AHI) since 18 April 2018
and appointed interim Non-Executive
Chairman of the Advanced Health
Intelligence Board effective from 15
February 2022.
Former directorships
(last 3 years)
Nil
Special
responsibilities
Member of Nomination and
Remuneration Committee
Interests in shares
11,226,023 Ordinary Shares
Experience and
expertise
Gavin has over 40 years’ experience
in the Australian, Asian and USA
Equity Capital Markets. Gavin was
the Founder and Executive Director
of PrimaryMarkets Pty Limited and
is the Founder of Helmsec Global
Capital Pty Ltd, a pan-Asian ECM
house that has participated in new
capital raisings of over A$1.7B.
Other current
directorships
Former directorships
(last 3 years)
Special
responsibilities
Nil
Nil
Nil
Interests in shares
26,816,291 Ordinary Shares
Interests in options
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
Interests in options
2,889,020 Tranche 2 Unquoted Options
Ex $0.10 – Exp 31/12/23
Interests in rights
Nil
Interests in rights
Nil
‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless
otherwise stated.
‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of
entities, unless otherwise stated.
Annual Report FY23 23
Complii FinTech Solutions Directors’ report
Information on company secretary
Meetings of Directors
Ms Karen Logan
Company secretary
Karen Logan has held the position of Company Secretary
(BComm, Grad Dip AppCorpGov, FCG, FGIA, GAICD)
since the beginning of the reporting period, to the date of
this report. Ms Logan was appointed 10 December 2020.
The number of meetings of the Company’s Board of Directors
(‘the Board’) and of each Board committee held during the year
ended 30 June 2023, and the number of meetings attended by
each Director were:
Full Board
Nomination and
Remuneration
Committee
Attended Held
Attended Held
Craig Mason
Alison Sarich
Gavin Solomon
(Ceased 1 March
2023)
Steuart Roe
(Appointed 31
August 2022)
Greg Gaunt
Nick Prosser
8
8
5
7
8
8
8
8
5
7
8
8
-
-
-
-
2
2
-
-
-
-
2
2
Held: represents the number of meetings held during the time the Director
held office or was a member of the relevant committee.
Meetings of Audit and Risk Committee
Due to the size of the organisation the functions of this
committee are performed by the entire Board.
Annual Report FY23 24
Complii FinTech Solutions Remuneration report (audited)
The remuneration report details the key
management personnel (KMP) remuneration
arrangements for the consolidated entity,
in accordance with the requirements of the
Corporations Act 2001 and its Regulations.
KMP are those persons having authority and responsibility for
planning, directing and controlling the activities of the entity,
directly or indirectly, including all Directors. In this report
“Executive KMP” refers to members of the Executive team that
are KMP and includes Mr Ian Kessell (Chief Operating Officer),
Mr Marcus Ritchie (Managing Director - PrimaryMarkets)
(Resigned 12 May 2023), Mr James Green (Chairman -
PrimaryMarkets) and Ms Karla Mallon (Chief Financial Officer)
(Appointed 5 September 2022).
The remuneration report is set out under the following main
headings:
The Nomination and Remuneration Committee is responsible
for determining and reviewing remuneration arrangements for
its Directors and KMP. The performance of the consolidated
entity depends on the quality of its Directors and Executives.
The remuneration philosophy is to attract, motivate and retain
high performance and high-quality personnel.
The reward framework is designed to align Executive KMP
reward to shareholders’ interests. The Board have considered
that it should seek to enhance shareholders’ interests by:
› Having economic profit as a core component of plan
design;
› Focusing on sustained growth in shareholder wealth,
consisting of dividends and growth in share price, and
delivering constant or increasing return on assets as well
as focusing the executive on key non-financial drivers of
value; and
› Principles used to determine the nature and amount of
› Attracting and retaining high calibre executives.
remuneration
› Details of remuneration
› Service agreements
› Share-based compensation
› Additional information
› Additional disclosures relating to key management
personnel
Principles used to determine the nature and
amount of remuneration
The objective of the consolidated entity’s Executive KMP
reward framework is to ensure reward for performance
is competitive and appropriate for the results delivered.
The framework aligns Executive KMP reward with the
achievement of strategic objectives and the creation of value
for shareholders, and it is considered to conform to the market
best practice for the delivery of reward. The Board of Directors
(‘the Board’) ensures that Executive KMP reward satisfies the
following key criteria for good reward governance practices:
› Competitiveness and reasonableness
› Acceptability to shareholders
› Performance linkage / alignment of executive
compensation
› Transparency
› Capital management
Additionally, the reward framework should seek to enhance
executives’ interests by:
› Rewarding capability and experience;
› Reflecting competitive reward for contribution to growth in
shareholder wealth; and
› Providing a clear structure for earning rewards.
In accordance with best practice corporate governance,
the structure of Non-Executive Director and Executive Director
is separate.
Non-Executive Directors remuneration
Fees and payments to Non-Executive Directors reflect the
demands and responsibilities of their role. Non-Executive
Directors’ fees and payments are reviewed annually by the
Nomination and Remuneration Committee. The Nomination
and Remuneration Committee may, from time to time, receive
advice from independent remuneration consultants to ensure
Non-Executive Directors’ fees and payments are appropriate
and in line with the market. The Chairman’s fees are
determined independently to the fees of other Non-Executive
Directors based on comparative roles in the external market.
The Chairman is not present at any discussions relating to
the determination of his own remuneration. Non-Executive
Directors do not receive share options or other incentives.
Annual Report FY23 25
Complii FinTech Solutions
Remuneration report (audited)
ASX listing rules require the aggregate Non-Executive
Directors’ remuneration be determined periodically by a
general meeting. As approved by shareholders at the annual
general meeting held on 30 November 2016, the aggregate
remuneration of Non-Executive Directors has been set at an
amount not to exceed $300,000 per annum.
Executive KMP remuneration
The consolidated entity aims to reward Executive KMP based
on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The Executive remuneration and reward framework has four
components:
› Base pay and non-monetary benefits;
› Short-term performance incentives;
› Share-based payments; and
› Other remuneration such as superannuation and long
service leave.
The combination of these comprises the Executive’s total
remuneration.
Fixed remuneration, consisting of base salary, superannuation,
and non-monetary benefits, are reviewed annually by
the Nomination and Remuneration Committee based
on individual and business unit performance, the overall
performance of the consolidated entity and comparable
market remunerations.
Executives may receive their fixed remuneration in the form
of cash or other fringe benefits where it does not create any
additional costs to the consolidated entity and provides
additional value to the Executive KMP.
The short-term incentives (‘STI’) program is designed to
align the targets of the business units with the performance
hurdles of Executive KMP. STI is an annual “at risk” opportunity
awarded to Executive KMP based on specific annual targets
and key performance indicators (‘KPI’s’) being achieved.
Performance conditions are clearly defined and measurable
and designed to support the financial and strategic direction of
the business and in turn translate to shareholder return. STI is
currently awarded to Executive KMP in 100% cash.
The long-term incentives (‘LTI’) include long service leave
and share-based payments. Options and Performance Rights
are awarded to Executive KMP over a period of three years
based on long-term incentive measures. These include
increase in shareholders value relative to the entire market
and the increase compared to the consolidated entity’s direct
competitors.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of
the consolidated entity are set out in the following tables.
The key management personnel of the consolidated entity
consisted of the following Directors and key management
personnel of Complii FinTech Solutions Ltd:
› Craig Mason
Executive Chairman
› Alison Sarich
Managing Director
› Gavin Solomon
Executive Director
(Ceased 1 March 2023)
› Steuart Roe
Executive Director
(Appointed 31 August 2022)
› Greg Gaunt
Non-Executive Director
› Nick Prosser
Non-Executive Director
› Ian Kessell
Chief Operating Officer
› Marcus Ritchie
Managing Director - PrimaryMarkets
(Resigned 12 May 2023)
› James Green
Chairman - PrimaryMarkets
› Karla Mallon
Chief Financial Officer
(Appointed 5 September 2022)
Annual Report FY23 26
Complii FinTech Solutions Remuneration report (audited)
Short-term benefits
Post-employ-
ment benefits
Long-term
benefits
Cash salary
and fees
Cash
bonus
Non-
monetary
Super-
annuation
30 June 2023
Non-Executive
Directors
Greg Gaunt
Nick Prosser*****
$
40,000
-
Executive
Directors
Other Key
Management
Personnel
Craig Mason*****
337,500
Alison Sarich
262,500
Gavin Solomon*
226,079
Steuart Roe**
Ian Kessell
228,537
238,100
Marcus Ritchie***
212,645
James Green
240,947
Karla Mallon****
160,735
1,947,043
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
4,200
3,801
-
27,563
21,468
23,996
25,000
21,137
25,299
16,877
169,341
Long
service
leave
$
-
-
-
-
-
-
-
-
-
-
-
Share-
based
payments
Equity
settled
$
-
Total
$
44,200
36,199
40,000
352,783
690,283
125,407
415,470
(13,294)
234,253
163,188
415,721
15,833
278,933
(43,723)
190,059
27,537
293,783
23,924
201,536
687,854
2,804,238
*
Ceased 1 March 2023 and forfeited his performance rights and STI. Any
share based payment expense previously recognised under AASB 2 in
respect of the performance rights have been reversed.
** Appointed 31 August 2022.
*** Resigned 12 May 2023 and forfeited his performance rights and STI.
Any share based payment expense previously recognised under AASB 2
in respect of the performance rights have been reversed.
**** Appointed 5 September 2022.
**** * Included in the director’s remuneration are amounts payable in respect of
accrued salary package.
Short-term benefits
Post-employ-
ment benefits
Long-term
benefits
Cash salary
and fees
Cash
bonus
Non-
monetary
Super-
annuation
Long
service
leave
30 June 2022
Non-Executive
Directors
Executive
Directors
Other Key
Management
Personnel
Greg Gaunt
Nick Prosser
Craig Mason*
Alison Sarich
Gavin Solomon
Ian Kessell
Marcus Ritchie
James Green
$
32,118
31,818
303,437
215,000
120,000
185,000
153,939
153,939
1,195,251
$
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
$
3,219
3,182
-
21,500
12,000
18,500
15,394
15,394
89,189
$
-
-
-
-
-
-
-
-
-
*
Included in the director’s remuneration are amounts payable in respect of accrued salary package
Share-
based
payments
Equity
settled
$
-
-
Total
$
35,337
35,000
255,212
558,649
98,670
335,170
13,294
145,294
58,510
262,010
126,223
295,556
13,294
182,627
565,203
1,849,643
Annual Report FY23 27
Complii FinTech Solutions Remuneration report (audited)
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
Non-Executive
Directors
Executive
Directors
Other Key
Management
Personnel
Greg Gaunt
Nick Prosser
Craig Mason
Alison Sarich
Gavin Solomon
Steuart Roe
Ian Kessell
Marcus Ritchie
James Green
Karla Mallon
30 June
2023
100%
9%
49%
70%
106%
61%
94%
123%
91%
88%
30 June
2022
30 June
2023
30 June
2022
30 June
2023
30 June
2022
100%
100%
54%
71%
91%
-
78%
57%
93%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
91%
51%
30%
(6%)
39%
6%
(23%)
9%
12%
-
-
46%
29%
9%
-
22%
43%
7%
-
Service agreements
Remuneration and other terms of employment for Executive
KMP are formalised in service agreements. Details of these
agreements are as follows:
Ms Alison Sarich
Managing Director
Agreement
commenced
10 December 2020
Mr Craig Mason
Executive Chairman
Agreement
commenced
10 December 2020
Term of
agreement
The agreement has no fixed term and may be
terminated with a six months’ notice by either
party, other than for cause.
Term of
agreement
Details
i
A fee of $350,000 effective from 1 January
2023 (exclusive of GST).
ii Entitlement to 18,500,000 Performance
Rights, issued on 10 December 2020.
iii The agreement otherwise contains provisions
considered standard for an agreement of
its nature (including representations and
warranties and Confidentiality provisions).
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.
i
A base salary of $250,000, increased to $275,000
effective from 1 January 2023 (exclusive of
superannuation).
ii 6,750,000 Performance Rights issued on
Details
10 December 2020.
iii The agreement otherwise contains provisions
considered standard for an agreement of
its nature (including representations and
warranties and Confidentiality provisions).
Annual Report FY23 28
Complii FinTech Solutions Remuneration report (audited)
Mr Gavin Solomon
Executive Director (Ceased 1 March 2023)
Agreement
commenced
3 November 2021
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.
Termination by Mr Solomon
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.
i
A base salary of $180,000 (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.
ii 1,800,000 Performance Rights issued on 3
November 2021.
iii The agreement otherwise contains provisions
considered standard for an agreement of its
nature (including representations and warranties
and Confidentiality provisions).
Term of
agreement
Details
Mr Steuart Roe
Executive Director
Agreement
commenced
1 September 2022
Term of
agreement
Details
Termination by Company
The Company must either give Mr Roe three
months’ written notice and, at the end of that
notice period, make a payment to Mr Roe equal to
his salary over a three month period; or otherwise
may terminate Mr Roe’s employment with
immediate effect by paying him the equivalent of
his salary over a six month period.
Termination by Mr Roe
Mr Roe may terminate his employment by
providing three months written notice to the
Company.
i
A base salary of $250,000 (exclusive of
superannuation).
ii 4,000,000 Performance Rights issued on 2
November 2022. The milestone attaching to
2,000,000 of these Performance Rights has
been met at 30 June 2023.
iii The agreement otherwise contains provisions
considered standard for an agreement of
its nature (including representations and
warranties and Confidentiality provisions).
Mr Ian Kessell
Chief Operation Officer
Agreement
commenced
1 August 2020
Term of
agreement
Termination
Each party must give four weeks written notice to
terminate the agreement, other that for cause.
i
A salary of $240,000 (exclusive of
superannuation).
ii 4,000,000 Performance Rights issued
Details
on 31 March 2021.
iii The agreement otherwise contains provisions
considered standard for an agreement of
its nature (including representations and
warranties and Confidentiality provisions).
Annual Report FY23 29
Complii FinTech Solutions Remuneration report (audited)
Mr James Green
Chairman – Primary Markets
Agreement
commenced
3 November 2021
Mr Marcus Ritchie
CEO – Primary Markets (Resigned 12 May 2023)
Agreement
commenced
3 November 2021
Term of
agreement
Termination by Company
The Company must either give Mr Green
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 six month
period; or otherwise may terminate Mr Green’s
employment with immediate effect by paying
him the equivalent of his salary over a nine
month period.
Termination by Mr Green
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.
i
A salary of $255,000 (exclusive of directors’
fees and superannuation).
Term of
agreement
Termination by Company
The Company must either give Mr Ritchie 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 Ritchie
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.
i
A salary of $230,910 (exclusive of
superannuation).
ii 1,800,000 Performance Rights issued
ii 4,500,000 Performance Rights issued
Details
on 3 November 2021.
iii The agreement otherwise contains provisions
considered standard for an agreement of
its nature (including representations and
warranties and Confidentiality provisions).
Details
on 3 November 2021.
iii The agreement otherwise contains
provisions considered standard for
an agreement of its nature (including
representations and warranties and
Confidentiality provisions).
Annual Report FY23 30
Complii FinTech Solutions Remuneration report (audited)
Ms Karla Mallon
Chief Financial Officer
Agreement
commenced
5 September 2022
Term of
agreement
Termination
Each party must give four weeks written
notice to terminate the agreement, other than
for cause.
Details
i
A salary of $195,000 (exclusive of
superannuation).
ii The agreement otherwise contains
provisions considered standard for
an agreement of its nature (including
representations and warranties and
Confidentiality provisions).
Key management personnel have no entitlement to
termination payments in the event of removal for misconduct.
The Constitution of the Company provides that the
remuneration of Non-Executive Directors will not be more
than the aggregate fixed sum determined by a general
meeting of Shareholders or, until so, by the Directors. The
aggregate remuneration of Non-Executive Directors approved
by Shareholders at the annual general meeting held on 30
November 2016 has been set at an amount not to exceed
$300,000 per annum.
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. From 1 July 2023, the Company has
agreed to pay Mr Gaunt a director fee of $40,000 excluding
superannuation per year.
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 $40,000 including superannuation per year for
services provided to the Company as Non-Executive Director
from 1 January 2022. From 1 July 2023, the Company has
agreed to pay Mr Prosser a director fee of $40,000 excluding
superannuation per year.
Annual Report FY23 31
Complii FinTech Solutions Remuneration report (audited)
Share-based compensation
Issue of shares
Issued in the year ended 30 June 2022
During the year ended 30 June 2023 392,197 fully paid ordinary
shares were issued to Non-Executive Director Nick Prosser
under the Director Fee Plan in lieu of Director’s fees owed to Mr
Prosser for the year ended 30 June 2022. There were no shares
issued to Directors and Executive KMP as part of compensation
during the year ended 30 June 2022.
Options
There were no options over ordinary shares issued to Directors
and other Executive KMP as part of compensation that were
outstanding as at 30 June 2023.
There were no options over ordinary shares granted
to or vested by Directors and Executive KMP as part of
compensation during the year ended 30 June 2023.
Performance rights
Performance rights over ordinary shares issued to Directors
and Executive KMP as part of compensation that were
outstanding as at 30 June 2023 are as follows:
Issued in the year ended 30 June 2023
Craig
Mason
Alison
Sarich
Steuart
Roe
Ian
Kessell
James
Green
Marcus
Ritchie
Karla
Mallon
16,000,000 performance rights in October 2022
(4,000,000 Class J, 4,000,000 Class K,
4,000,000 Class L, 4,000,000 Class M)
6,000,000 performance rights in October 2022
(1,500,000 Class J, 1,500,000 Class K,
1,500,000 Class L, 1,500,000 Class M)
4,000,000 performance rights in October 2022
(2,000,000 Class N, 2,000,000 Class O)
1,500,000 performance rights in October 2022
(750,000 Class J, 750,000 Class K)
1,500,000 performance rights in October 2022
(500,000 Class J, 500,000 Class L,
500 000 Class P)
1,500,000 performance rights in October 2022
(1,500,000 Class P).
1,500,000 performance rights were forfeited on
12 May 2023 upon resignation.
2,000,000 performance rights in April 2023
(500,000 Tranche 1, 500,000 Tranche 2,
500,000 Class J, 500,000 Class K)
Gavin
Solomon
James
Green
Marcus
Ritchie
1,800,000 performance rights in November 2021
(900,000 Class F, 900,000 Class G).
1,800,000 performance rights were forfeited on 1
March 2023 upon cessation as Executive Director.
1,800,000 performance rights in November 2021
(900,000 Class F, 900,000 Class G)
4,500,000 performance rights in November 2021
(750,000 Class F, 750,000 Class G, 1,500,000 Class
H, 1,500,000 Class I).
1,500,000 Class H performance rights were
exercised during FY23.
3,000,000 performance rights were forfeited on
12 May 2023 upon resignation.
Issued during the year ended 30 June 2021
Craig
Mason
Alison
Sarich
Ian
Kessell
18,500,000 performance rights in September 2020
(1,500,000 Class A, 2,000,000 Class B, 3,000,000
Class C, 3,000,000 Class D, 3,000,000 Class E,
3,000,000 Class F, 3,000,000 Class G).
1,500,000 Class A Performance Rights were
exercised during FY22.
2,000,000 Class B, 3,000,000 Class C and
3,000,000 Class E performance rights were
exercised during FY23.
6,750,000 performance rights in September 2020
(750,000 Class A, 1,000,000 Class B, 1,000,000
Class C, 1,000,000 Class D, 1,000,000 Class E,
1,000,000 Class F, 1,000,000 Class G).
750,000 Class A Performance Rights were
exercised during FY22.
1,000,000 Class B, 1,000,000 Class C and
1,000,000 Class E performance rights were
exercised during FY23.
4,000,000 performance rights in March 2021
(800,000 Tranche 1, 800,000 Tranche 2, 400,000
Class A, 500,000 Class B, 500,000 Class D, 500,000
Class F, 500,000 Class G).
2,000,000 Performance Rights (800,000 Tranche
1, 800,000 Tranche 2 and 400,000 Class A) were
exercised during FY22.
500,000 Class B performance rights were
exercised during FY23.
Annual Report FY23 32
Complii FinTech Solutions Remuneration report (audited)
Additional information
The earnings of the consolidated entity for the four years to 30 June 2023 are summarised below:
2023
$
2022
$
2021
$
2020
$
Sales revenue
7,934,160
8,642,969
2,024,663
1,169,875
Profit/(loss) after income tax
(5,448,706)
114,937
(4,194,240)
(3,959,691)
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
Share price at financial year end ($)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
2023
0.04
(1.05)
(1.05)
2022
0.08
0.03
0.02
2021
0.06
(2.38)
-
2020
-
(18.72)
-
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and Executive KMP of the consolidated entity,
including their personally related parties, is set out below:
Balance at the
start of the year
Received as part
of remuneration
Ordinary shares
Craig Mason
Alison Sarich
Gavin Solomon *
(Ceased 1 March 2023)
Steuart Roe
(Appointed 31 August 2022)
Greg Gaunt
Nick Prosser
Ian Kessell
James Green
Marcus Ritchie *
(Resigned 12 May 2023)
Karla Mallon
(Appointed 5 September 2022)
25,000,000
12,306,750
27,014,502
-
1,500,000
8,667,061
1,000,000
13,728,210
526,799
-
-
-
-
-
-
Received on
exercise of
options or
performance
rights during
the year
Other changes
during the year
Balance at the
end of the year
10,105,002
594,998
35,700,000
6,031,682
-
18,338,432
-
-
-
(198,211)
26,816,291
14,079,812
14,079,812
-
-
1,500,000
11,226,023
392,197
2,166,765
-
-
-
-
500,000
(126,666)
1,373,334
-
1,500,000
-
-
-
-
13,728,210
2,026,799
-
* Shareholdings at time of cessation/resignation
89,743,322
392,197
20,303,449
14,349,933
124,788,901
Annual Report FY23 33
Complii FinTech Solutions Remuneration report (audited)
Option holding
The number of options over ordinary shares in the Company held during the financial year by each Director and Executive KMP of the
consolidated entity, including their personally related parties, is set out below:
Options over
ordinary shares
Craig Mason
Alison Sarich
Gavin Solomon * (Ceased 1 March 2023)
Steuart Roe (Appointed 31 August 2022)
Nick Prosser
Greg Gaunt
Ian Kessell
James Green
Marcus Ritchie * (Resigned 12 May 2023)
Balance at the
start of the year
Granted as part
of remuneration
Exercised
Expired/
forfeited/other
Balance at the
end of the year
7,325,539
6,741,438
9,519,396
-
5,055,785
-
-
4,837,559
185,634
-
(2,105,002)
142,494
(3,031,682)
-
-
-
-
24,445
-
-
-
-
-
(2,166,765)
-
-
-
-
-
-
-
-
5,220,537
3,852,250
9,519,396
5,804,383
5,804,383
-
-
-
-
-
-
2,889,020
-
24,445
4,837,559
185,634
-
Karla Mallon (Appointed 5 September 2023)
-
33,665,351
166,939
(7,303,449)
5,804,383
32,333,224
* Shareholdings at time of cessation/resignation
Performance rights
The number of performance rights over ordinary shares in the company held during the financial year by each Director and Executive
KMP of the consolidated entity, including their personally related parties, is set out below:
Performance rights
over ordinary shares
Craig Mason
Alison Sarich
Gavin Solomon * (Ceased 1 March 2023)
Steuart Roe (Appointed 31 August 2022)
Greg Gaunt
Nick Prosser
Ian Kessell
James Green
Marcus Ritchie * (Resigned 12 May 2023)
Balance at the
start of the year
Granted as
remuneration
Exercised
Expired/
forfeited/other
Balance at the
end of the year
17,000,000
16,000,000
(8,000,000)
6,000,000
1,800,000
-
-
-
2,000,000
1,800,000
4,500,000
6,000,000
(3,000,000)
-
4,000,000
-
-
-
-
-
-
1,500,000
1,500,000
(500,000)
-
-
-
25,000,000
9,000,000
(1,800,000)
-
-
-
-
-
-
4,000,000
-
-
3,000,000
3,300,000
1,500,000
(1,500,000)
(4,500,000)
-
Karla Mallon (Appointed 5 September 2022)
-
2,000,000
-
-
2,000,000
33,100,000
32,500,000
(13,000,000)
(6,300,000)
46,300,000
* Shareholdings at time of cessation/resignation
This concludes the remuneration report, which has been audited.
Annual Report FY23 34
Complii FinTech Solutions Remuneration report (audited)
Shares under option
Unissued ordinary shares of Complii FinTech Solutions Ltd under option at the date of this report are as follows:
Grant date
10 December 2020
10 December 2020
10 December 2020
22 January 2021
3 November 2021
3 November 2021
31 August 2022
31 August 2022
Expiry date
Exercise price
Number under option
31 December 2023
31 December 2023
31 December 2023
31 December 2023
3 November 2023
3 November 2023
31 August 2024
31 August 2024
$0.10
$0.05
$0.10
$0.10
$0.075
$0.10
$0.125
$0.125
14,999,575
7,500,000
26,293,351
40,409
16,000,000
21,000,000
28,191,026
2,775,413
116,799,774
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company
or of any other body corporate.
23,045,823 options were exercised during the financial year, raising the Company $1,152,291. (2022: 4,501,464 options were exercised
raising the Company $241,740). No options have been exercised since the end of the financial year.
Shares under performance rights
Unissued ordinary shares of Complii FinTech Solutions Ltd under performance rights at the date of this report are as follows:
Grant date
Expiry date
Exercise price
Number under rights
18 September 2020
17 September 2025
$0.05
Class
Class D
Class D
Class F
Class F
Class F
Class G
Class G
Class G
Class J
Class J
Class K
Class K
Class L
Class M
Class N
Class O
Class P
Tranche 1 + Tranche 2
30 March 2021
30 March 2026
18 September 2020
17 September 2025
30 March 2021
30 March 2026
3 November 2021
31 December 2023
18 September 2020
17 September 2025
30 March 2021
30 March 2026
3 November 2021
31 December 2023
26 October 2022
25 October 2027
19 April 2023
17 April 2028
26 October 2022
25 October 2027
19 April 2023
17 April 2028
26 October 2022
25 October 2027
26 October 2022
25 October 2027
26 October 2022
25 October 2027
26 October 2022
25 October 2027
26 October 2022
25 October 2027
19 April 2023
17 April 2028
$0.05
$0.05
$0.05
$0.00
$0.05
$0.05
$0.00
$0.062
$0.04
$0.062
$0.04
$0.036
$0.031
$0.062
$0.062
$0.062
$0.04
$0.00
$0.00
4,000,000
500,000
4,000,000
500,000
1,350,000
4,000,000
500,000
1,350,000
6,750,000
500,000
6,250,000
500,000
6,000,000
5,500,000
2,000,000
2,000,000
500,000
500,000
516,225
1,630,502
48,846,727
Employee Performance Rights
16 September 2021
16 September 2023
Employee Performance Rights CF1PR1
21 September 2022
21 September 2024
No person entitled to exercise the performance rights had or has any right by virtue of the option to participate in any share issue of the
Company or of any other body corporate.
Annual Report FY23 35
Complii FinTech Solutions Remuneration report (audited)
Shares issued on the exercise of options
Indemnity and insurance of officers
The following ordinary shares of Complii FinTech Solutions
Ltd were issued up to the date of this report on the exercise of
options granted:
Date options granted
10 December 2020
Exercise
Price
$0.05
Number of shares
issued
23,045,823
Shares issued on the exercise of
performance rights
The following ordinary shares of Complii FinTech Solutions
Ltd were issued up to the date of this report on the exercise of
performance rights granted:
Performance rights
grant date
Exercise
Price
Number of shares
issued
18 September 2020
30 March 2021
16 September 2021
3 November 2021
19 April 2023
$0.00
$0.00
$0.00
$0.00
$0.00
11,000,000
500,000
830,186
1,500,000
500,000
14,330,186
The Company has indemnified the Directors and executives of
the Company for costs incurred, in their capacity as a Director or
Executive, for which they may be held personally liable, except
where there is a lack of good faith.
During the financial year, the Company paid a premium in
respect of a contract to insure the Directors and Executives of
the Company against a liability to the extent permitted by the
Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the
premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial
year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the
auditor.
During the financial year, the Company has not paid a premium
in respect of a contract to insure the auditor of the Company or
any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the
Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to 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 part of those proceedings.
Annual Report FY23 36
Complii FinTech Solutions Remuneration report (audited)
Non-audit services
Details of the amounts paid or payable to the auditor for
non-audit services provided during the financial year by the
auditor are outlined in note 25 to the financial statements.
The Directors are satisfied that the provision of non-
audit services during the financial year, by the auditor
(or by another person or firm on the auditor’s behalf), is
compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001.
The Directors are of the opinion that the services as
disclosed in note 30 to the financial statements do
not compromise the external auditor’s independence
requirements of the Corporations Act 2001 for the following
reasons:
› All non-audit services have been reviewed and
approved to ensure that they do not impact the integrity
and objectivity of the auditor; and
› None of the services undermine the general principles
relating to auditor independence as set out in APES
110 Code of Ethics for Professional Accountants issued
by the Accounting Professional and Ethical Standards
Board, including reviewing or auditing the auditor’s
own work, acting in a management or decision-making
capacity for the Company, acting as advocate for the
Company or jointly sharing economic risks and rewards.
Officers of the Company who are former
partners of Hall Chadwick WA Audit Pty Ltd
There are no officers of the Company who are former
partners of Hall Chadwick WA Audit Pty Ltd.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as
required under section 307C of the Corporations Act 2001 is
set out immediately after this Directors’ report.
Auditor
Hall Chadwick WA Audit Pty Ltd continues in office in
accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of
Directors, pursuant to section 298(2)(a) of the Corporations
Act 2001.
On behalf of the Directors
Mr Craig Mason
Executive Chairman
18 August 2023
Annual Report FY23 37
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 2023, 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
MARK DELAURENTIS CA
Director
Dated this 18th day of August 2023
Perth, Western Australia
Annual Report FY23 38
Financial report
Financial report
General information
The financial statements cover Complii FinTech
Solutions Ltd as a consolidated entity consisting
of Complii FinTech Solutions Ltd and the entities
it controlled at the end of, or during, the year. The
financial statements are presented in Australian
dollars, which is Complii FinTech Solutions Ltd’s
functional and presentation currency.
Complii FinTech Solutions Ltd is a listed public company
limited by shares, incorporated and domiciled in Australia.
Its registered office and principal place of business is:
6.02 56 Pitt Street
Sydney NSW 2000
A description of the nature of the consolidated entity’s
operations and its principal activities are included in the
Directors’ report, which is not part of the financial statements.
The financial statements were authorised for issue, in
accordance with a resolution of Directors, on 18 August 2023.
The Directors have the power to amend and reissue the
financial statements.
Corporate Governance Statement
The Corporate Governance Statement is available of the
Company’s website at www.complii.com.au
Annual Report FY23 40
Complii FinTech Solutions Financial report
Statement of profit or loss and other comprehensive income
for the year ended 30 June 2023
Revenue
Revenue and
other income
Research and development grant
Other income
Consulting fees
Corporate secretarial fees
Employee benefits expense
Legal expenses
Depreciation and amortisation expense
Impairment of assets
Licensing fees
Expenses
Other expenses
Finance costs
Cost of sales
Occupancy
Professional fees
Share based payments expense
Other employment expenses
Travel and Entertainment
Profit/(loss) before income tax benefit
Income tax benefit
Profit/(loss) after income tax benefit for the year attributable to the owners of Complii FinTech
Solutions Ltd
Other
comprehensive
loss
Items that will not be reclassified subsequently to profit or loss
Loss on equity instruments at fair value through other comprehensive income,
net of tax
Other comprehensive loss for the year, net of tax
Total comprehensive (loss)/income for the year attributable to the owners of
Complii FinTech Solutions Ltd
Earnings
per share
Basic earnings per share
Diluted earnings per share
Note
4
5
6
6
13
6
6
Consolidated
2023
$
2022
$
7,934,160
8,642,969
2,386,298
942,080
411,788
326,474
(999,806)
(268,711)
(105,009)
(134,024)
(7,908,350)
(4,790,200)
(211,376)
(519,775)
(1,598,739)
(211,703)
(1,816,050)
-
(1,154,368)
(1,456,254)
(2,283,308)
(1,155,798)
(42,023)
(63,829)
(15)
-
(46,838)
(33,595)
(140,383)
(254,262)
6
(756,199)
(627,959)
7
24
36
36
(440,634)
(319,100)
(83,068)
(25,190)
(6,917,734)
114,937
1,469,028
-
(5,448,706)
114,937
(33,618)
(86,756)
(33,618)
(86,756)
(5,482,324)
28,181
Cents
(1.05)
(1.05)
Cents
0.03
0.02
Annual Report FY23 41
Complii FinTech Solutions
Financial report
Statement of financial position
as at 30 June 2023
Current
assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Financial assets
Assets
Property, plant and equipment
Non-current
assets
Right-of-use assets
Intangible assets
Deposits
Total non-current assets
Trade and other payables
Lease liabilities
Provisions
Financial Liabilities
Total assets
Current
liabilities
Liabilities
Total current liabilities
Lease liabilities
Provisions
Total non-current liabilities
Non-current
liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
8
9
10
11
12
13
14
15
16
17
18
19
21
22
23
24
Consolidated
2023
$
2022
$
5,796,052
5,736,421
443,831
183,448
299,676
333,371
6,539,559
6,253,240
74,704
73,748
49,682
36,608
451,572
643,854
11,596,686
6,220,682
226,992
-
12,399,636
6,974,892
18,939,195 13,228,132
1,210,236
912,703
277,077
266,678
664,333
331,818
172,697
242,155
2,324,343
1,753,354
197,376
384,458
150,364
125,958
347,740
510,416
2,672,083
2,263,770
16,267,112 10,964,362
30,325,617
20,427,265
2,557,911
1,704,807
(16,616,416)
(11,167,710)
16,267,112 10,964,362
Annual Report FY23 42
Complii FinTech Solutions Financial report
Statement of changes in equity
for the year ended 30 June 2023
Balance at 1 July 2021
Profit after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive (loss)/income for the year
Share Based
Payments
Reserve
Issued
capital
$
$
14,382,790
507,551
-
-
-
-
-
-
-
Financial
Assets
at FVOCI
Reserve
$
-
-
Accum-
ulated
losses
$
Total
equity
$
(11,282,647)
3,607,694
114,937
114,937
(86,756)
-
(86,756)
(86,756)
114,937
28,181
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,075,000
848,900
225,074
-
(126,979)
(321,467)
627,959
Shares issued during the year
6,075,000
Transactions with
owners in their
capacity as owners:
Options granted during the year
-
848,900
Options exercised during the year
241,740
(16,666)
Performance Rights issued during the year
176,181
(176,181)
Share Buy Back
Transaction costs
(126,979)
(321,467)
-
-
Share Based Payment Expense
-
627,959
Balance at 30 June 2022
20,427,265
1,791,563
(86,756) (11,167,710)
10,964,362
Share Based
Payments
Reserve
Issued
capital
Financial
Assets
at FVOCI
Reserve
$
$
$
Accum-
ulated
losses
$
Total
equity
$
Balance at 1 July 2022
20,427,265
1,791,563
(86,756)
(11,167,710)
10,964,362
Loss after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
-
-
-
-
-
-
-
(5,448,706)
(5,448,706)
(33,618)
-
(33,618)
(33,618)
(5,448,706)
(5,482,324)
Transactions with
owners in their
capacity as owners:
Performance Rights exercised
during the year
697,500
(697,500)
Share-based payments (note 37)
-
756,199
Shares issued during the year
in lieu of director fees
Shares issued during the year on the
exercise of options
Shares issued during the year as
part of the Registry Direct acquisition
Options issued during the year as
part of the Registry Direct acquisition
Shares issued as consideration to
MST Financial Services Pty Ltd for
Registry Direct acquisition
27,149
1,152,291
7,896,412
-
-
-
-
828,023
125,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
756,199
27,149
1,152,291
7,896,412
828,023
125,000
Balance at 30 June 2023
30,325,617
2,678,285
(120,374) (16,616,416)
16,267,112
Annual Report FY23 43
Complii FinTech Solutions Financial report
Statement of cash flows
for the year ended 30 June 2023
Receipts from customers (inclusive of GST)
Note
Consolidated
2023
$
2022
$
8,555,287
8,946,993
Payments to suppliers and employees (inclusive of GST)
(13,045,649)
(8,895,126)
Cash flows
from operating
activities
Research and development tax incentive
Interest received
Interest and other finance costs paid
Chess Replacement Partnership Program Rebate
Net cash from/(used in) operating activities
Acquisition of subsidiary, net of cash acquired
Payments for investments
Payments for property, plant and equipment
Cash flows
from investing
activities
Payments for term deposits
Interest and other finance costs paid
Proceeds from disposal of business
Proceeds from release of term deposits
Net cash from investing activities
Proceeds from issue of shares
Proceeds from exercise of options (net of costs)
Cash flows
from financing
activities
Proceeds from borrowings
Payments for share buy-backs
Interest and other finance costs paid
Repayment of borrowings
Repayment of lease liabilities
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
35
32
11
2,386,298
942,080
146,971
1,906
(28,123)
275,000
-
-
(1,710,216)
995,853
1,452,041
663,642
(1,593)
-
(39,669)
(24,335)
(5,442,087)
-
-
1
5,268,786
(98,800)
-
-
1,237,479
540,507
22
-
225,073
1,128,683
-
-
242,155
(18,362)
(70,203)
(424)
-
(290,776)
(7,885)
(282,650)
(187,259)
536,471
201,881
63,734
1,738,241
5,736,421
3,998,180
(4,103)
-
Cash and cash equivalents at the end of the financial year
8
5,796,052
5,736,421
Annual Report FY23 44
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 1 Significant accounting
Critical accounting estimates
policies
The principal accounting policies adopted in the preparation
of the financial statements are set out below. These policies
have been consistently applied to all the years presented,
unless otherwise stated.
New or amended Accounting Standards and
Interpretations adopted
There have been no impact to the financial statements
arising from new or amended Accounting Standards and
Interpretations issued by the Australian Accounting Standards
Board (‘AASB’) that are mandatory for the current reporting
period.
Any new or amended Accounting Standards or Interpretations
that are not yet mandatory have not been early adopted.
Going concern
The financial report has been prepared on a going concern
basis which assumes the settlement of liabilities and the
realisation of assets in the normal course of business.
The Group has incurred a loss before income tax benefit of
$6,917,734 (2022: profit of $114,937) and experienced net cash
outflows from operating activities of $1,710,216 (2022: inflows
of $995,853). As at 30 June 2023, the Group had cash and cash
equivalents of $5,796,052 (2022: $5,736,421).
Basis of preparation
These general purpose financial statements have been
prepared in accordance with Australian Accounting Standards
and Interpretations issued by the Australian Accounting
Standards Board (‘AASB’) and the Corporations Act 2001, as
appropriate for for-profit oriented entities. These financial
statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards
Board (‘IASB’).
Historical cost convention
The financial statements have been prepared under the
historical cost convention, except for, where applicable,
the revaluation of financial assets and liabilities at fair value
through profit or loss, financial assets at fair value through
other comprehensive income, investment properties, certain
classes of property, plant and equipment and derivative
financial instruments.
The preparation of the financial statements requires the
use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of
applying the consolidated entity’s accounting policies. The
areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the
financial statements, are disclosed in note 2.
Parent entity information
In accordance with the Corporations Act 2001, these financial
statements present the results of the consolidated entity
only. Supplementary information about the parent entity is
disclosed in note 31.
Principles of consolidation
The consolidated financial statements incorporate the assets
and liabilities of all subsidiaries of Complii FinTech Solutions
Ltd (‘Company’ or ‘parent entity’) as at 30 June 2023 and the
results of all subsidiaries for the year then ended. Complii
FinTech Solutions Ltd and its subsidiaries together are referred
to in these financial statements as the ‘consolidated entity’.
Subsidiaries are all those entities over which the consolidated
entity has control. The consolidated entity controls an entity
when the consolidated entity is exposed to, or has rights to,
variable returns from its involvement with the entity and has
the ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the consolidated
entity. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and unrealised gains
on transactions between entities in the consolidated entity
are eliminated. Unrealised losses are also eliminated unless
the transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the
policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the
acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as
an equity transaction, where the difference between the
consideration transferred and the book value of the share of
the non-controlling interest acquired is recognised directly in
equity attributable to the parent.
Annual Report FY23 45
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Where the consolidated entity loses control over a subsidiary,
it derecognises the assets including goodwill, liabilities and
non-controlling interest in the subsidiary together with any
cumulative translation differences recognised in equity.
The consolidated entity recognises the fair value of the
consideration received and the fair value of any investment
retained together with any gain or loss in profit or loss.
Operating segments
Operating segments are presented using the ‘management
approach’, where the information presented is on the same
basis as the internal reports provided to the Chief Operating
Decision Makers (‘CODM’). The CODM is responsible for the
allocation of resources to operating segments and assessing
their performance.
Revenue recognition
The consolidated entity recognises revenue as follows:
Revenue from contracts with customers
The core principle of AASB 15 is that 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;
Step 5
Recognise revenue as the performance obligations
are satisfied.
Revenue is recognised at an amount that reflects the
consideration to which the consolidated entity is expected to
be entitled in exchange for transferring goods or services to a
customer. For each contract with a customer, the consolidated
entity: identifies the contract with a customer; identifies
the performance obligations in the contract; determines
the transaction price which takes into account estimates of
variable consideration and the time value of money; allocates
the transaction price to the separate performance obligations
on the basis of the relative stand-alone selling price of each
distinct good or service to be delivered; and recognises
revenue when or as each performance obligation is satisfied
in a manner that depicts the transfer to the customer of the
goods or services promised.
Revenue is recognised when or as a performance obligation in
the contract with customer is satisfied, i.e. when the control of
the goods or services underlying the particular performance
obligation is transferred to the customer. A performance
obligation is a promise to transfer a distinct goods or service
(or a series of distinct goods or services that are substantially
the same and that have the same pattern of transfer) to the
customer that is explicitly stated in the contract and implied in
the Group’s customary business practices.
The Company provides software to support the Financial
services industry under agreed fee based contracts and the
provision of Digital Registry services. 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.
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;
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.
Annual Report FY23 46
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Government Grants
Government grants are recognised when there is reasonable
assurance that the Company will comply with the conditions
attaching to the grant and that the grant will be received.
Government grants are recognised in profit or loss on a
systematic basis over the periods in which the entity recognises
as expenses the related costs for which grants are intended to
compensate. If the grant relates to expenses or losses already
incurred by the entity, or to provide immediate financial
support to the entity with no future related costs, the income is
recognised in the period in which it becomes receivable.
Interest
Interest revenue is recognised as interest accrues using the
effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest
income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial asset to
the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the
right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the
tax payable on that period’s taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by
the changes in deferred tax assets and liabilities attributable to
temporary differences, unused tax losses and the adjustment
recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary
differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those
tax rates that are enacted or substantively enacted, except for:
› When the deferred income tax asset or liability arises from
the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at
the time of the transaction, affects neither the accounting
nor taxable profits; or
› When the taxable temporary difference is associated
with interests in subsidiaries, associates or joint ventures,
and the timing of the reversal can be controlled and it is
probable that the temporary difference will not reverse in
the foreseeable future.
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary
differences and losses.
The carrying amount of recognised and unrecognised deferred
tax assets are reviewed at each reporting date. Deferred tax assets
recognised are reduced to the extent that it is no longer probable
that future taxable profits will be available for the carrying amount
to be recovered. Previously unrecognised deferred tax assets are
recognised to the extent that it is probable that there are future
taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a
legally enforceable right to offset current tax assets against current
tax liabilities and deferred tax assets against deferred tax liabilities;
and they relate to the same taxable authority on either the same
taxable entity or different taxable entities which intend to settle
simultaneously.
Complii FinTech Solutions Ltd (the ‘head entity’) and its wholly-
owned Australian subsidiaries have formed an income tax
consolidated group under the tax consolidation regime. The head
entity and each subsidiary in the tax consolidated group continue
to account for their own current and deferred tax amounts. The
tax consolidated group has applied the ‘separate taxpayer within
group’ approach in determining the appropriate amount of taxes
to allocate to members of the tax consolidated group.
Current and non-current classification
Assets and liabilities are presented in the statement of financial
position based on current and non-current classification.
An asset is classified as current when: it is either expected to be
realised or intended to be sold or consumed in the consolidated
entity’s normal operating cycle; it is held primarily for the purpose
of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless
restricted from being exchanged or used to settle a liability for
at least 12 months after the reporting period. All other assets are
classified as non-current.
A liability is classified as current when: it is either expected to be
settled in the consolidated entity’s normal operating cycle; it is
held primarily for the purpose of trading; it is due to be settled
within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at
least 12 months after the reporting period. All other liabilities are
classified as non-current.
Deferred tax assets and liabilities are always classified as non-
current.
Annual Report FY23 47
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits
held at call with financial institutions, 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.
Trade and other receivables
Trade receivables are initially recognised at fair value
and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected
credit losses. Trade receivables are generally due for
settlement within 30 days.
The consolidated entity has applied the simplified
approach to measuring expected credit losses, which
uses a lifetime expected loss allowance. To measure
the expected credit losses, trade receivables have been
grouped based on days overdue.
Other receivables are recognised at amortised cost,
less any allowance for expected credit losses.
Investments and other financial assets
Investments and other financial assets are initially measured
at fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through
profit or loss. Such assets are subsequently measured at either
amortised cost or fair value depending on their classification.
Classification is determined based on both the business model
within which such assets are held and the contractual cash
flow characteristics of the financial asset unless an accounting
mismatch is being avoided.
Financial assets are derecognised when the rights to receive
cash flows have expired or have been transferred and the
consolidated entity has transferred substantially all the risks
and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it’s
carrying value is written off.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of
the following conditions are met: (i) it is held within a business
model whose objective is to hold assets in order to collect
contractual cash flows; and (ii) the contractual terms of the
financial asset represent contractual cash flows that are solely
payments of principal and interest.
Financial assets at fair value through other
comprehensive income
Financial assets at fair value through other comprehensive
income include equity investments which the consolidated
entity intends to hold for the foreseeable future and has
irrevocably elected to classify them as such upon initial
recognition.
Impairment of financial assets
The consolidated entity recognises a loss allowance for
expected credit losses on financial assets which are either
measured at amortised cost or fair value through other
comprehensive income. The measurement of the loss
allowance depends upon the consolidated entity’s assessment
at the end of each reporting period as to whether the financial
instrument’s credit risk has increased significantly since
initial recognition, based on reasonable and supportable
information that is available, without undue cost or effort to
obtain.
Where there has not been a significant increase in exposure
to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of
the asset’s lifetime expected credit losses that is attributable
to a default event that is possible within the next 12 months.
Where a financial asset has become credit impaired or where
it is determined that credit risk has increased significantly,
the loss allowance is based on the asset’s lifetime expected
credit losses. The amount of expected credit loss recognised
is measured on the basis of the probability weighted present
value of anticipated cash shortfalls over the life of the
instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through
other comprehensive income, the loss allowance is recognised
in other comprehensive income with a corresponding expense
through profit or loss. In all other cases, the loss allowance
reduces the asset’s carrying value with a corresponding
expense through profit or loss.
Annual Report FY23 48
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Property, plant and equipment
Intangible assets
Plant and equipment is stated at historical cost less
accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the
acquisition of the items.
Depreciation is calculated on a straight-line basis to write off
the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Leasehold improvements
Plant and equipment
2.5 years
2-3 years
The residual values, useful lives and depreciation methods are
reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired
period of the lease or the estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment is derecognised
upon disposal or when there is no future economic benefit to
the consolidated entity. Gains and losses between the carrying
amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date
of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted
for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received,
any initial direct costs incurred, and, except where included
in the cost of inventories, an estimate of costs expected to be
incurred for dismantling and removing the underlying asset,
and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over
the unexpired period of the lease or the estimated useful life
of the asset, whichever is the shorter. Where the consolidated
entity expects to obtain ownership of the leased asset at the
end of the lease term, the depreciation is over its estimated
useful life. Right-of use assets are subject to impairment or
adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-
of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value
assets. Lease payments on these assets are expensed to profit
or loss as incurred.
Intangible assets acquired as part of a business combination,
other than goodwill, are initially measured at their fair value
at the date of the acquisition. Intangible assets acquired
separately are initially recognised at cost. Indefinite life
intangible assets are not amortised and are subsequently
measured at cost less any impairment. Finite life intangible
assets are subsequently measured at cost less amortisation
and any impairment. The gains or losses recognised in profit
or loss arising from the derecognition of intangible assets are
measured as the difference between net disposal proceeds
and the carrying amount of the intangible asset. The method
and useful lives of finite life intangible assets are reviewed
annually. Changes in the expected pattern of consumption
or useful life are accounted for prospectively by changing the
amortisation method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill
is not amortised. Instead, goodwill is tested annually for
impairment, or more frequently if events or changes in
circumstances indicate that it might be impaired, and is carried
at cost less accumulated impairment losses. Impairment
losses on goodwill are taken to profit or loss and are not
subsequently reversed.
Research and development
Research costs are expensed in the period in which they
are incurred. Development costs are capitalised when it is
probable that the project will be a success considering its
commercial and technical feasibility; the consolidated entity
is able to use or sell the asset; the consolidated entity has
sufficient resources and intent to complete the development;
and its costs can be measured reliably. Capitalised
development costs are amortised on a straight-line basis over
the period of their expected benefit.
Customer contracts
Customer contracts acquired in a business combination are
amortised on a straight-line basis over the period of their
expected benefit, being their finite life of 5 years.
Platform & Software Development
Software development costs are capitalised when incurred. They
have a finite life and are carried at cost less any accumulated
amortisation and impairment. Software development costs
are amortised over 4 years and are assessed for impairment
when an impairment trigger event occurs.
Annual Report FY23 49
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Customer relationships
Customer relationships for customers of PrimaryMarkets at
date of acquisition are deferred and amortised on a straight-
line basis over the period of their expected benefit, being their
finite life of 10 years.
Licence Establishment
Significant costs associated with AFSL Licence are deferred
and amortised on a straight-line basis over the period of their
expected benefit, being their finite life of 4 years.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite
useful life are not subject to amortisation and are tested
annually for impairment, or more frequently if events or
changes in circumstances indicate that they might be
impaired. Other non-financial assets are reviewed for
impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset’s fair value less
costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to
the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do
not have independent cash flows are grouped together to form
a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services
provided to the consolidated entity prior to the end of the
financial year and which are unpaid. Due to their short-term
nature they are measured at amortised cost and are not
discounted. The amounts are unsecured and are usually paid
within 30 days of recognition.
Lease liabilities
A lease liability is recognised at the commencement date of a
lease. The lease liability is initially recognised at the present value
of the lease payments to be made over the term of the lease,
discounted using the interest rate implicit in the lease or, if that
rate cannot be readily determined, the consolidated entity’s
incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease
payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a
purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The
variable lease payments that do not depend on an index or a rate
are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using
the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future
lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase
option and termination penalties. When a lease liability is
remeasured, an adjustment is made to the corresponding
right-of use asset, or to profit or loss if the carrying amount of
the right-of-use asset is fully written down.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary
benefits, annual leave and long service leave expected to
be settled wholly within 12 months of the reporting date are
measured at the amounts expected to be paid when the
liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not
expected to be settled within 12 months of the reporting
date are measured at the present value of expected future
payments to be made in respect of services provided by
employees up to the reporting date using the projected unit
credit method. Consideration is given to expected future wage
and salary levels, experience of employee departures and
periods of service. Expected future payments are discounted
using market yields at the reporting date on high quality
corporate bonds with terms to maturity and currency that
match, as closely as possible, the estimated future cash outflows.
Share-based payments
Equity-settled and cash-settled share-based compensation
benefits are provided to employees.
Equity-settled transactions are awards of shares, or options
over shares, that are provided to employees in exchange for
the rendering of services. Cash-settled transactions are awards
of cash for the exchange of services, where the amount of cash
is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair
value on grant date. Fair value is independently determined
using either the Binomial or Black-Scholes option pricing
model that takes into account the exercise price, the term
Annual Report FY23 50
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
of the option, the impact of dilution, the share price at grant
date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the
term of the option, together with non-vesting conditions that
do not determine whether the consolidated entity receives
the services that entitle the employees to receive payment. No
account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an
expense with a corresponding increase in equity over the
vesting period. The cumulative charge to profit or loss is
calculated based on the grant date fair value of the award, the
best estimate of the number of awards that are likely to vest
and the expired portion of the vesting period. The amount
recognised in profit or loss for the period is the cumulative
amount calculated at each reporting date less amounts
already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each
reporting date until vested, determined by applying either the
Binomial or Black-Scholes option pricing model, taking into
consideration the terms and conditions on which the award
was granted. The cumulative charge to profit or loss until
settlement of the liability is calculated as follows:
› During the vesting period, the liability at each reporting
date is the fair value of the award at that date multiplied by
the expired portion of the vesting period.
› From the end of the vesting period until settlement of the
award, the liability is the full fair value of the liability at the
reporting date.
All changes in the liability are recognised in profit or loss. The
ultimate cost of cash-settled transactions is the cash paid to
settle the liability.
Market conditions are taken into consideration in determining
fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that
market condition has been met, provided all other conditions
are satisfied.
If equity-settled awards are modified, as a minimum an
expense is recognised as if the modification has not been
made. An additional expense is recognised, over the remaining
vesting period, for any modification that increases the total fair
value of the share-based compensation benefit as at the date
of modification.
If the non-vesting condition is within the control of the
consolidated entity or employee, the failure to satisfy the
condition is treated as a cancellation. If the condition is not
within the control of the consolidated entity or employee
and is not satisfied during the vesting period, any remaining
expense for the award is recognised over the remaining vesting
period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has
vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is
substituted for the cancelled award, the cancelled and new
award is treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is
measured at fair value for recognition or disclosure purposes,
the fair value is based on the price that would be received
to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement
date; and assumes that the transaction will take place either: in
the principal market; or in the absence of a principal market, in
the most advantageous market.
Fair value is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For
non-financial assets, the fair value measurement is based
on its highest and best use. Valuation techniques that are
appropriate in the circumstances and for which sufficient data
are available to measure fair value, are used, maximising the
use of relevant observable inputs and minimising the use of
unobservable inputs.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of
tax, from the proceeds.
Business combinations
The acquisition method of accounting is used to account
for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-
date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners
of the acquiree and the amount of any non-controlling
interest in the acquiree. For each business combination, the
non-controlling interest in the acquiree is measured at either
fair value or at the proportionate share of the acquiree’s
identifiable net assets. All acquisition costs are expensed as
incurred to profit or loss.
Annual Report FY23 51
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
On the acquisition of a business, the consolidated entity
assesses the financial assets acquired and liabilities assumed
for appropriate classification and designation in accordance
with the contractual terms, economic conditions, the
consolidated entity’s operating or accounting policies and
other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the
consolidated entity remeasures its previously held equity
interest in the acquiree at the acquisition-date fair value and
the difference between the fair value and the previous carrying
amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer
is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration
classified as an asset or liability is recognised in profit or
loss. Contingent consideration classified as equity is not
remeasured and its subsequent settlement is accounted for
within equity.
The difference between the acquisition-date fair value of
assets acquired, liabilities assumed and any non-controlling
interest in the acquiree and the fair value of the consideration
transferred and the fair value of any pre-existing investment
in the acquiree is recognised as goodwill. If the consideration
transferred and the pre-existing fair value is less than the fair
value of the identifiable net assets acquired, being a bargain
purchase to the acquirer, the difference is recognised as a gain
directly in profit or loss by the acquirer on the acquisition-
date, but only after a reassessment of the identification and
measurement of the net assets acquired, the non-controlling
interest in the acquiree, if any, the consideration transferred
and the acquirer’s previously held equity interest in the
acquirer.
Business combinations are initially accounted for on a
provisional basis. The acquirer retrospectively adjusts
the provisional amounts recognised and also recognises
additional assets or liabilities during the measurement
period, based on new information obtained about the facts
and circumstances that existed at the acquisition-date. The
measurement period ends on either the earlier of (i) 12 months
from the date of the acquisition or (ii) when the acquirer
receives all the information possible to determine fair value.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit
attributable to the owners of Complii FinTech Solutions Ltd,
excluding any costs of servicing equity other than ordinary
shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus
elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential
ordinary shares.
Goods and Services Tax (‘GST’) and other
similar taxes
Revenues, expenses and assets are recognised net of the amount of
associated GST, unless the GST incurred is not recoverable from the
tax authority. In this case it is recognised as part of the cost of the
acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of
GST receivable or payable. The net amount of GST recoverable
from, or payable to, the tax authority is included in other receivables
or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components
of cash flows arising from investing or financing activities
which are recoverable from, or payable to the tax authority, are
presented as operating cash flows.
Commitments and contingencies are disclosed net of the
amount of GST recoverable from, or payable to, the tax authority.
New Accounting Standards and
Interpretations not yet mandatory or early
adopted
Australian Accounting Standards and Interpretations that have
recently been issued or amended but are not yet mandatory,
have not been early adopted by the consolidated entity for the
annual reporting period ended 30 June 2023. The consolidated
entity has not yet assessed the impact of these new or amended
Accounting Standards and Interpretations.
Annual Report FY23 52
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 2
Critical accounting
judgements, estimates and
assumptions
The preparation of the financial statements requires
management to make judgements, estimates and
assumptions that affect the reported amounts in the
financial statements. Management continually evaluates its
judgements and estimates in relation to assets, liabilities,
contingent liabilities, revenue and expenses. Management
bases its judgements, estimates and assumptions on historical
experience and on other various factors, including expectations
of future events, management believes to be reasonable under
the circumstances. The resulting accounting judgements and
estimates will seldom equal the related actual results. The
judgements, estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying amounts
of assets and liabilities (refer to the respective notes) within the
next financial year are discussed below.
Share-based payment transactions
The consolidated entity 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 using either the Binomial
or Black-Scholes model taking into account the terms and
conditions upon which the instruments were granted. The
accounting estimates and assumptions relating to equity-
settled share-based payments would have no impact on
the carrying amounts of assets and liabilities within the next
annual reporting period but may impact profit or loss and
equity.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires
a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue,
and makes assumptions to allocate an overall expected credit
loss rate for each group. These assumptions include recent
sales experience and historical collection rates.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and
liabilities, measured at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the
entire fair value measurement, being: Level 1: Quoted prices
(unadjusted) in active markets for identical assets or liabilities
that the entity can access at the measurement date;
Level 2: Inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly
or indirectly; and Level 3: Unobservable inputs for the asset
or liability. Considerable judgement is required to determine
what is significant to fair value and therefore which category
the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is
determined by the use of valuation models. These include
discounted cash flow analysis or the use of observable inputs
that require significant adjustments based on unobservable
inputs.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful
lives and related depreciation and amortisation charges for
its property, plant and equipment and finite life intangible
assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation
and amortisation charge will increase where the useful lives
are less than previously estimated lives, or technically obsolete
or non-strategic assets that have been abandoned or sold will
be written off or written down.
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently
if events or changes in circumstances indicate impairment,
whether goodwill and other indefinite life intangible assets
have suffered any impairment, in accordance with the
accounting policy stated in note 1. The recoverable amounts
of cash-generating units have been determined based on
value-in-use calculations. These calculations require the use of
assumptions, including estimated discount rates based on the
current cost of capital and growth rates of the estimated future
cash flows.
Annual Report FY23 53
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Impairment of non-financial assets other than goodwill
and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial
assets other than goodwill and other indefinite life intangible
assets at each reporting date by evaluating conditions
specific to the consolidated entity and to the particular
asset that may lead to impairment. If an impairment trigger
exists, the recoverable amount of the asset is determined.
This involves fair value less costs of disposal or value-in-use
calculations, which incorporate a number of key estimates and
assumptions.
Income tax
The consolidated entity is subject to income taxes in the
jurisdictions in which it operates. Significant judgement is
required in determining the provision for income tax. There
are many transactions and calculations undertaken during
the ordinary course of business for which the ultimate
tax determination is uncertain. The consolidated entity
recognises liabilities for anticipated tax audit issues based
on the consolidated entity’s current understanding of the tax
law. Where the final tax outcome of these matters is different
from the carrying amounts, such differences will impact the
current and deferred tax provisions in the period in which such
determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary
differences only if the consolidated entity considers it is
probable that future taxable amounts will be available to utilise
those temporary differences and losses.
Employee benefits provision
As discussed in note 1, the liability for employee benefits
expected to be settled more than 12 months from the
reporting date are recognised and measured at the present
value of the estimated future cash flows to be made in respect
of all employees at the reporting date. In determining the
present value of the liability, estimates of attrition rates and pay
increases through promotion and inflation have been taken
into account.
Business combinations
As discussed in note 1, business combinations are initially
accounted for on a provisional basis. The fair value of assets
acquired, liabilities and contingent liabilities assumed are
initially estimated by the consolidated entity taking into
consideration all available information at the reporting date.
Fair value adjustments on the finalisation of the business
combination accounting is retrospective, where applicable, to
the period the combination occurred and may have an impact
on the assets and liabilities, depreciation and amortisation
reported.
Annual Report FY23 54
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 3
Operating segments
Identification of reportable operating 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
Operating segment information
Consolidated - 30 June 2023
current reporting period, the Group operated in four segments,
being the ‘Complii’ segment, financial technology platform
sector, the ‘PrimaryMarkets’ segment, trading platform sector,
the ‘Advisor Solutions Group’ the AFSL sector and the ‘Registry
Direct’ segment, the share register 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.
Primary
Markets
Advisor
Solutions
Groups
Registry
Direct
$
$
$
Complii
$
Total
$
Revenue from contracts with customers
2,858,481
3,281,869
196,299
1,207,933
7,544,582
Revenue and
other income
Other revenue
Sundry income
Interest income
348,606
2,197
150
38,853
389,806
15,000
(1,593)
146,413
1,667
-
-
250,000
263,407
73
148,153
Total revenue and other income
3,368,500
3,284,140
196,449
1,496,859
8,345,948
Segment assets
6,717,544
5,835,483
190,154
3,996,689
16,739,870
Assets
Intersegment eliminations
Total assets
Segment liabilities
Liabilities
Intersegment eliminations
Total liabilities
8,644,603
(4,392,498)
119,498
4,457,409
8,829,012
2,199,325
18,939,195
Consolidated - 30 June 2022
Primary
Markets
Advisor
Solutions
Group
$
$
Complii
$
Revenue from contracts with customers
2,364,364
6,127,745
150,860
Revenue and
other income
Sundry income
313,560
-
12,914
Total revenue and other income
2,677,924
6,127,745
163,774
Assets
Liabilities
Segment assets
Total assets
Segment liabilities
Total liabilities
9,827,204
3,084,543
316,385
1,669,642
359,547
234,581
(6,156,929)
2,672,083
Total
$
8,642,969
326,474
8,969,443
13,228,132
13,228,132
2,263,770
2,263,770
Annual Report FY23 55
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 4
Revenue
Note 5 Other income
Consolidated
30 June
2023
30 June
2022
$
$
2,033,376
1,839,659
5,511,206
6,803,310
7,544,582
8,642,969
389,578
-
7,934,160
8,642,969
Licence fees
(recurring)
Service fees
(recurring and
trading)
Revenue
from
contracts
with
customers
Other revenue
Total Revenue
Other income
Interest income
Consolidated
30 June
2023
30 June
2022
$
$
263,634
324,568
148,154
1,906
411,788
326,474
Annual Report FY23 56
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 6 Expenses
Profit/(loss) before income tax includes the following specific expenses:
Depreciation
Amortisation
Leasehold improvements
Plant and equipment
Right-of-use assets
Total depreciation
Platform & Software Development
Customer relationships
Licence Establishment
Total amortisation
Total depreciation and amortisation
Goodwill
Impairment
Platform and Software Development
Total impairment
Directors fees
Increase in employee benefits provisions
Superannuation expenses
Employee benefits expense
Wages and salaries
Payroll tax expense
Other employment related costs
Professional advisor and legal costs
Advertising and promotion
Computer expenses
Software and development
Bad debt
Loss on disposal of Helmsec Global Capital Pty Ltd
Insurance
Rebate commissions
Other
Other expenses
Interest and finance charges paid/payable on lease liabilities
Interest expense on insurance funding
Other finance costs
Finance costs expensed
Finance costs
Share-based payments expense
Consolidated
30 June
2023
30 June
2022
$
165
$
161
27,484
19,697
273,174
177,732
300,823
197,590
1,140,863
6,904
149,844
-
7,209
7,209
1,297,916
14,113
1,598,739
211,703
1,798,446
17,604
1,816,050
-
-
-
345,218
272,572
103,932
119,641
679,463
350,751
6,267,683
3,763,922
346,642
132,752
165,412
150,562
7,908,350
4,790,200
638,252
-
506,932
151,423
-
93,802
358,349
-
27,616
25,538
317
-
328,390
140,346
-
167,894
423,452
576,795
2,283,308
1,155,798
28,842
7,184
5,997
42,023
-
15
-
15
756,199
627,959
Annual Report FY23 57
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 7 Income tax benefit
Income tax (benefit)
Deferred tax - origination and reversal of temporary
differences
Aggregate income tax (benefit)
Deferred tax included in income
tax (benefit) comprises
Decrease in deferred tax liabilities (note 20)
Numerical reconciliation of income tax
benefit and tax at the statutory rate
Profit/(loss) before income tax benefit
Tax at the statutory tax rate of 25%
Impairment of goodwill
Tax effect amounts which are not
deductible/(taxable) in calculating
taxable income:
Non-deductible expenses
Non-assessable income
Consolidated
30 June
2023
$
(1,469,028)
(1,469,028)
(1,469,028)
Consolidated
30 June
2023
$
(6,917,734)
(1,729,434)
454,012
303,425
30 June
2022
$
-
-
-
30 June
2022
$
114,937
28,734
-
159,965
(596,574)
(235,521)
Temporary differences not recognised
99,543
46,822
Income tax (benefit)
Deferred tax assets not recognised
Deferred tax assets not recognised
comprises temporary differences
attributable to:
Employee benefits
Accrued expenses
Other provisions
Right of use asset/AASB 16 lease liability
Capital raising costs
Tax losses
Total deferred tax assets not recognised
Set-off deferred liabilities pursuant to set-off provisions
Less deferred tax assets not recognised
Net deferred tax assets
(1,469,028)
-
Consolidated
30 June
2023
$
248,438
50,748
6,875
3,919
13,472
30 June
2022
$
114,420
18,322
448
(2,382)
19,832
7,903,438
6,357,376
8,226,890
6,508,016
1,385,797
80,760
6,841,094
6,427,257
-
-
Annual Report FY23 58
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 7 Income tax benefit continued
Deferred tax liabilities not recognised
The balance comprises temporary
differences attributable to:
Plant and equipment
Prepayments
Accrued Income
DTL in relation to acquisition of intangibles
Total deferred tax liabilities
Set-off deferred tax liabilities pursuant to set-off provisions
Net deferred tax liabilities
Potential deferred tax assets attributable to tax losses have
not been brought to account at 30 June 2023 because the
Directors do not believe it is appropriate to regard realisation of
the deferred tax assets as probable at this point in time, These
benefits will only be obtained if:
i
ii
iii
The Group derives future assessable income of a nature
and of an amount sufficient to enable the benefit from the
deductions for the loss to be realised;
The Company continues to comply with conditions for
deductibility imposed by law; and
No changes in tax legislation adversely affect the Group in
realising the benefit from the deductions for the loss.
Consolidated
30 June
2023
$
(166,422)
74,919
8,272
1,469,028
1,385,797
1,385,797
-
30 June
2022
$
(1,100)
81,859
-
-
80,759
80,759
-
Balances disclosed in the financial statements and the notes
thereto, related to taxation, are based on the best estimates
of the Directors. These estimates consider both the financial
performance and position of the Company as they pertain
to current income tax legislation. The current income tax
position represents that Directors’ best estimate, pending an
assessment by tax authorities in relevant jurisdictions.
The Group has accumulated tax losses of $31,613,751 (2022:
$25,429,505) which may be available for offset against future
taxable profits of the Group in which the losses arose. The
recoupment of these losses is subject to assessment by the
Australian Taxation Office.
Annual Report FY23 59
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 8
Current assets
– cash and cash equivalents
Allowance for expected credit losses
The ageing of the receivables and allowance for expected
credit losses provided for above are as follows:
Cash at bank
Term deposit
Consolidated
30 June
2023
30 June
2022
$
$
1,796,052
5,467,644
4,000,000
268,777
5,796,052
5,736,421
Term deposits have maturity dates of less than 3 months.
Note 9
Current assets - trade and
other receivables
Consolidated
30 June
2023
30 June
2022
$
$
427,911
122,800
10,333
33,521
31,904
28,919
Trade receivables
Other receivables
Accrued Revenue
Provision for Doubtful Debts
(27,500)
(1,792)
Interest receivable
1,183
-
443,831
183,448
Consolidated
30 June
2023
30 June
2022
$
272,485
$
-
Not overdue
0 to 3 months overdue
87,622
111,684
3 to 6 months overdue
Over 6 months overdue
67,804
-
9,174
1,942
427,911
122,800
Note 10 Current assets - other
Consolidated
30 June
2023
30 June
2022
$
$
299,676
327,436
Prepayments
Other current assets
-
5,935
299,676
333,371
Annual Report FY23 60
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 11 Non-current assets
– property, plant and
equipment
Leasehold improvements - at cost
Less: Accumulated depreciation
Consolidated
30 June
2023
30 June
2022
$
6,628
(659)
5,969
$
6,628
(494)
6,134
Plant and equipment - at cost
178,696
109,131
Less: Accumulated depreciation
(134,983)
(78,657)
43,713
30,474
49,682
36,608
Reconciliations
Note 12 Non-current assets
– right-of-use assets
Consolidated
30 June
2023
30 June
2022
$
$
793,438
712,546
Right-of-use asset
Less: Accumulated depreciation
(341,866)
(68,692)
451,572
643,854
The consolidated entity leases 3 offices under agreements
of between 2 to 3 years with options to extend. The leases
terminate 30 September 2023, 30 September 2024 and 31
March 2025.
The consolidated entity leases a fourth office space on a
month to month rolling basis. This lease is short-term, so has
been expensed as incurred and not capitalised as right-of-use
assets.
Reconciliations of the written down values at the beginning and
end of the current financial year are set out below:
Reconciliations
Leasehold
improve-
ments
Plant and
equip-
ment
Consolidated
Balance at 1 July 2022
Additions
Additions through
business combinations
(note 32)
$
6,134
-
-
$
30,474
36,642
Reconciliations of the written down values at the beginning
and end of the current financial year are set out below:
Consolidated
Right-of-use
asset
$
Total
$
Balance at 1 July 2022
643,854
643,854
Additions
80,892
80,892
Total
$
36,608
36,642
4,081
4,081
Depreciation expense
(273,174)
(273,174)
Depreciation expense
(165)
(27,484)
(27,649)
Balance at 30 June
2023
5,969
43,713
49,682
Balance at 30 June 2023
451,572
451,572
Annual Report FY23 61
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 13 Non-current assets – intangibles
Consolidated
30 June
2023
30 June
2022
$
$
8,155,690
6,205,528
(1,798,446)
-
6,357,244
6,205,528
9,150,286
1,473,695
Goodwill - at cost
Less: Impairment
Platform and Software
Development - at cost
Less: Accumulated amortisation
(4,649,666)
(1,472,960)
Less: Impairment
(17,604)
4,483,016
Customer relationships - at cost
899,061
Less: Accumulated amortisation
(149,844)
749,217
-
735
-
-
-
Licence Establishment- at cost
28,837
28,837
Less: Accumulated amortisation
(21,628)
(14,418)
7,209
14,419
11,596,686
6,220,682
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial year are set out below:
Consolidated
Balance at 1 July 2022
Additions through acquisition of
Registry Direct
Additions through acquisition of
PrimaryMarkets
Reallocation of intangibles
Impairment of assets
Deferred tax liability on
PrimaryMarkets acquisition
Amortisation expense
Platform &
Software
Development
$
735
Goodwill
$
6,205,528
6,357,244
663,699
(5,876,110)
(1,798,446)
1,469,028
-
(17,604)
-
-
(1,140,863)
Customer
Relationships
Licence
Establishment
$
-
-
-
-
-
$
14,419
-
-
-
-
-
-
4,977,049
899,061
Balance at 30 June 2023
6,357,244
4,483,016
(149,844)
749,217
(7,210)
7,209
Total
$
6,220,682
7,020,943
5,876,110
(5,876,110)
(1,816,050)
1,469,028
(1,297,917)
11,596,686
Annual Report FY23 62
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 13 Non-current assets –
intangibles continued
As the acquisition of Registry Direct has been provisionally
accounted for, Registry Directs goodwill has not been reviewed
for impairment.
Impairment testing
Goodwill acquired through business combinations have been
allocated to the following cash-generating units:
PrimaryMarkets
Registry Direct
Consolidated
30 June
2023
30 June
2022
$
-
$
6,205,528
6,357,244
-
6,357,244
6,205,528
The recoverable amount of the consolidated entity’s goodwill
for PrimaryMarkets has been determined by a value-in-use
calculation using a discounted cash flow model, based on
a 1 year projection period approved by management and
extrapolated for a further 4 years using a steady rate, together
with a terminal value.
Key assumptions are those to which the recoverable amount
of an asset or cash-generating units is most sensitive.
The following key assumptions were used in the discounted
cash flow model for PrimaryMarkets:
› 13% pre-tax discount rate;
› FY24 per projected revenue and FY25 to FY28 3% per
annum projected revenue growth rate;
› FY24 per projected revenue and FY25 to FY28 3% per
annum increase in operating costs and overheads.
The discount rate of 13% pre-tax reflects management’s
estimate of the time value of money and the consolidated
entity’s weighted average cost of capital, the risk free rate and
the volatility of the share price relative to market movements.
Management believes the projected 3% revenue growth rate
is prudent and justified, based on the general slowing in the
market.
There were no other key assumptions.
Based on the above, an impairment charge of $1,816,050
has been applied as the carrying amount of goodwill
exceeded its recoverable amount for the intangible assets of
PrimaryMarkets. This has been allocated against Goodwill,
with the excess allocated against Platform & Software
Development.
Note 14 Non-current assets
– Deposits
Consolidated
30 June
2023
30 June
2022
$
226,992
$
-
Security Deposit
Security deposits represent four security deposits for office
spaces rented along with security deposits for outsourced
contractors through HR platforms. On termination or
cancellation of the rental contracts and contractor agreements
the deposits will be refunded.
Note 15 Current liabilities
– trade and other payables
Consolidated
30 June
2023
30 June
2022
$
$
Trade payables
382,099
454,712
Employment related payables
403,623
241,428
Accruals
243,398
130,065
Unearned revenue
59,975
29,167
Other payables
121,141
57,331
1,210,236
912,703
Refer to note 26 for further information on financial
instruments.
Annual Report FY23 63
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 16 Current liabilities
– lease liabilities
Note 19 Non-current liabilities
– lease liabilities
Consolidated
30 June
2023
30 June
2022
$
$
Lease liability
277,077
266,678
Lease liability
Consolidated
30 June
2023
30 June
2022
$
$
197,376
384,458
Refer to note 26 for further information on financial
instruments.
Refer to note 26 for further information on financial
instruments.
The consolidated entity leases 3 offices under agreements
of between 2 to 3 years with options to extend. The leases
terminate 30 September 2023, 30 September 2024 and 31
March 2025.
Note 20 Non-current liabilities
– deferred tax
Note 17 Current liabilities
– employee benefits
Consolidated
30 June
2023
30 June
2022
$
$
523,341
298,432
Movements
Annual leave
Long service leave
140,992
33,386
664,333
331,818
Consolidated
30 June
2023
30 June
2022
$
-
-
$
-
1,469,028
(1,469,028)
Opening balance
Additions
through business
combinations
(note 32)
Offset against
unrecognised DTA’s
to profit and loss
(note 7)
Note 18 Current liabilities
– financial liabilities
Consolidated
30 June
2023
30 June
2022
$
$
172,697
242,155
Premium Funding
Closing balance
-
-
The amount represents the deferred tax liability on the
acquisition of PrimaryMarkets. For more information see
note 32.
Note 21 Non-current liabilities
– employee benefits
Long service leave
Consolidated
30 June
2023
30 June
2022
$
$
150,364
125,958
Annual Report FY23 64
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 22 Equity – issued capital
Ordinary shares - fully paid
549,492,575
417,411,157
30,325,617
20,427,265
Consolidated
30 June 2023
30 June 2022
30 June 2023
30 June 2022
Shares
Shares
$
$
Movements in ordinary share capital
Details
Balance
Date
Shares
Issue price
$
1 July 2022
417,411,157
Shares issued as part of Registry Direct takeover (note 32) 31 August 2022
84,572,835
Shares issued in lieu of Director Fees
1 September 2022
392,197
Shares issued on exercise of Performance Rights
1 September 2022
13,000,000
Shares issued on exercise of Performance Rights
23 September 2022
Shares issued as part of Registry Direct takeover (note 32) 5 October 2022
Shares issued to MST Financial Services Pty Ltd
as fee for Registry Direct takeover
Shares issued on exercise of Options
Shares issued on exercise of Options
Shares issued on exercise of Options
Shares issued on exercise of Options
Shares issued on exercise of Options
5 October 2022
7 December 2022
13 December 2022
22 December 2022
29 December 2022
30 December 2022
830,186
8,326,135
1,914,242
1,002,372
2,450,101
3,600,969
8,791,992
7,200,389
20,427,265
7,188,691
27,149
653,500
44,000
707,721
125,000
50,119
122,505
180,048
439,600
360,019
$0.09
$0.07
$0.05
$0.05
$0.09
$0.07
$0.05
$0.05
$0.05
$0.05
$0.05
30 June 2023
549,492,575
30,325,617
Options expired during the year
Options exercised during the year
Shareholder options issued on takeover of Registry Direct
(note 32)
Shareholder options issued on takeover of Registry Direct
(note 32)
Shareholder options issued on takeover of Registry Direct
(note 32)
Date
Options
Issue price
$
1 July 2022
114,831,874
1,083,046
(7,341,606)
(23,045,823)
31 August 2022
1,388,890
$0.00
$0.00
$0.03
-
-
41,667
31 August 2022
28,191,026
$0.03
715,878
5 October 2022
2,775,413
$0.03
70,478
Balance
30 June 2023
116,799,774
1,911,069
Annual Report FY23 65
Balance
Options
Details
Balance
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 22 Equity – issued capital continued
Performance Rights
Details
Balance
Exercised during the year
Forfeited during the year
Date
Performance Rights
$
1 July 2022
35,346,411
708,517
(13,830,186)
(697,500)
(6,460,000)
(107,050)
Performance Rights issued under employee incentive scheme
21 September 2022
Performance Rights issued to Directors
26 October 2022
Performance Rights issued to Key Management Personnel
26 October 2022
Performance Rights issued to Key Management Personnel
19 April 2023
Share based payments expense
Balance
30 June 2023
49,346,727
1,790,502
26,000,000
4,500,000
2,000,000
-
89,599
272,327
13,364
23,924
464,035
767,216
Ordinary shares
Capital risk management
Ordinary shares entitle the holder to participate in dividends
and the proceeds on the winding up of the Company in
proportion to the number of and amounts paid on the shares
held. The fully paid ordinary shares have no par value and
the Company does not have a limited amount of authorised
capital.
On a show of hands every member present at a meeting in
person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
The consolidated entity’s objectives when managing capital is
to safeguard its ability to continue as a going concern, so that
it can provide returns for shareholders and benefits for other
stakeholders and to maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as recognised in the
statement of financial position, plus net debt. Net debt is
calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the
consolidated entity may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an
opportunity to invest in a business or company was seen as
value adding relative to the current Company’s share price
at the time of the investment. The consolidated entity is not
actively pursuing additional investments in the short term as it
continues to integrate and grow its existing businesses in order
to maximise synergies.
The consolidated entity is subject to certain financing
arrangements covenants and meeting these is given priority
in all capital risk management decisions. There have been no
events of default on the financing arrangements during the
financial year.
The capital risk management policy remains unchanged from
the 30 June 2022 Annual Report.
Annual Report FY23 66
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 23 Equity – reserves
Consolidated
30 June
2023
30 June
2022
$
$
Share-based payments reserve
767,216
708,517
Options reserve
1,911,069
1,083,046
Fair value through OCI
(120,374)
(86,756)
2,557,911
1,704,807
Financial assets at fair value through other
comprehensive income reserve
The reserve is used to recognise increments and decrements
in the fair value of financial assets at fair value through other
comprehensive income.
Foreign currency reserve
The reserve is used to recognise exchange differences arising
from the translation of the financial statements of foreign
operations to Australian dollars. It is also used to recognise
gains and losses on hedges of the net investments in foreign
operations.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits
provided to employees and Directors as part of their
remuneration, and other parties as part of their compensation
for services.
Options reserve
The reserve is used to recognise the value of equity benefits
provided to employees and Directors as part of their
remuneration as part of their compensation for services. It is
also used to recognise the value of equity benefits issued to
advisors.
Movements in reserves
Movements in each class of reserve during the current financial year are set out below:
Consolidated
Balance at 1 July 2022
Foreign currency translation
Impairment of investment
Shareholder options issued on takeover of Registry Direct
Performance rights exercised during the year
Share-based payment expense
Balance at 30 June 2023
Share-based
payments
reserve
Options reserve
$
$
708,517
1,083,046
-
-
-
(697,500)
756,199
-
-
828,023
-
-
Fair Value
through
OCI
$
(86,756)
(14,574)
(19,044)
-
-
-
Total
$
1,704,807
(14,574)
(19,044)
828,023
(697,500)
756,199
767,216
1,911,069
(120,374)
2,557,911
Annual Report FY23 67
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 24 Equity
– accumulated losses
The carrying amounts presented in the statement of financial
position relate to the following categories of financial assets
and liabilities:
Consolidated
30 June
2023
30 June
2022
$
$
(11,167,710)
(11,282,647)
(5,448,706)
114,937
(16,616,416) (11,167,710)
Accumulated losses at the
beginning of the financial year
Profit/(loss) after income tax
benefit for the year
Accumulated losses at the
end of the financial year
Note 25 Equity
– dividends
There were no dividends paid, recommended or declared
during the current or previous financial year.
Note 26 Financial instruments
Financial risk management objectives
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.
Cash and cash
equivalents
Financial
assets
Other receivables and
other assets
Consolidated
30 June
2023
30 June
2022
$
$
5,796,052 5,736,421
443,831
183,448
6,239,883 5,919,869
Trade and other payables
1,210,236
912,703
Financial
liabilities
Lease liabilities
474,453
651,136
Financial liabilities
172,697
242,155
1,857,386 1,805,994
Market risk
Foreign currency risk
The consolidated entity undertakes certain transactions
denominated in foreign currency and is exposed to foreign
currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial
transactions and recognised financial assets and financial
liabilities denominated in a currency that is not the entity’s
functional currency. The risk is measured using sensitivity
analysis and cash flow forecasting.
The Group has no material exposure to foreign exchange risk.
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 consolidated entity is not
exposed to any significant price risk.
Interest rate risk
Interest rate risk is the risk that the future cash flows of a
financial instrument will fluctuate because of changes in
market interest rates. The Group’s exposure to the risk of
changes in market interest rates relates primarily to the
Group’s cash held on term deposit. A sensitivity analysis was
performed and the assessment determined that a movement
in interest rates is not considered to be material to the Group’s
profit and loss.
Annual Report FY23 68
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 26 Financial instruments continued
Credit risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to
the consolidated entity. The Group has adopted a policy of
only dealing with creditworthy counterparties and obtaining
sufficient collateral, where appropriate, as a means of
mitigating the risk of financial loss from defaults.
The Group does not have significant credit risk exposure to any
single counterparty at the reporting date.
The credit risk on liquid cash funds is limited because the
counterparties are banks with high credit-ratings assigned by
international credit-rating agencies.
The consolidated entity has adopted a lifetime expected
loss allowance in estimating expected credit losses to trade
receivables through the use of a provisions matrix using
fixed rates of credit loss provisioning. These provisions
are considered representative across all customers of the
consolidated entity based on recent sales experience, historical
collection rates and forward-looking information that is
available. The consolidated entity has assessed the expected
credit losses to trade receivables and concluded that no
allowance is required.
Generally, trade receivables are written off when there is no
reasonable expectation of recovery. Indicators of this include
Weighted
average
interest rate
%
Consolidated
- 30 June
2023
Non-
derivatives
Non-interest
bearing
Interest-
bearing -
variable
Trade payables
Other payables
Lease liability
Insurance funding
Total non-derivatives
Consolidated
- 30 June
2022
Non-
derivatives
Non-interest
bearing
Interest-
bearing -
variable
Trade payables
Other payables
Lease liability
Insurance funding
-
-
-
-
-
-
-
-
the failure of a debtor to engage in a repayment plan, no
active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
Liquidity risk
Vigilant liquidity risk management requires the consolidated
entity to maintain sufficient liquid assets (mainly cash and cash
equivalents) and available borrowing facilities to be able to pay
debts as and when they become due and payable.
The consolidated entity manages liquidity risk by maintaining
adequate cash reserves and available borrowing facilities by
continuously monitoring actual and forecast cash flows and
matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity’s remaining
contractual maturity for its financial instrument liabilities.
The tables have been drawn up based on the undiscounted
cash flows of financial liabilities based on the earliest date on
which the financial liabilities are required to be paid. The tables
include both interest and principal cash flows disclosed as
remaining contractual maturities and therefore these totals
may differ from their carrying amount in the statement of
financial position.
1 year
or less
Between 1
and 2 years
Between 2
and 5 years
Over
5 years
Remaining
contractual
maturities
$
382,099
828,137
277,077
172,697
$
-
-
197,376
-
1,660,010
197,376
454,712
457,991
274,049
242,155
-
-
336,681
-
$
-
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
-
-
$
382,099
828,137
474,453
172,697
1,857,386
454,712
457,991
610,730
242,155
1,765,588
Total non-derivatives
1,428,907
336,681
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Annual Report FY23 69
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 27 Key management
Note 28 Remuneration of auditors
personnel disclosures
Directors
The following persons were Directors of Complii FinTech
Solutions Ltd during the financial year:
Craig Mason
Executive Chairman
Alison Sarich
Managing Director
Gavin Solomon
Executive Director
(Ceased 1 March 2023)
Steuart Roe
Executive Director
(Appointed 31 August 2022)
Gregory Gaunt
Non-Executive Director
Nick Prosser
Non-Executive Director
Other key management personnel
The following persons also had the authority and responsibility
for planning, directing and controlling the major activities
of the consolidated entity, directly or indirectly, during the
financial year:
Ian Kessell
Chief Operating Officer
Marcus Ritchie
Managing Director – PrimaryMarkets
(Resigned 12 May 2023)
James Green
Chairman – PrimaryMarkets
Karla Mallon
Chief Finance Officer
(Appointed 5 September 2022)
Compensation
The aggregate compensation made to Directors and other
members of key management personnel of the consolidated
entity is set out below:
Consolidated
30 June
2023
30 June
2022
$
$
Short-term employee benefits
1,947,043
1,195,251
Post-employment benefits
169,341
89,189
Share-based payments
687,854
565,203
2,804,238
1,849,643
During the financial year the following fees were paid or payable
for services provided by Hall Chadwick WA Audit Pty Ltd, the
auditor of the Company:
Consolidated
30 June
2023
30 June
2022
$
$
70,286
59,856
Audit or review
of the financial
statements
Other services
-
5,566
70,286
65,422
Audit services
Hall Chadwick
WA Audit Pty
Ltd
Other services
Hall Chadwick
WA Audit Pty
Ltd
Note 29 Contingent liabilities
There are no contingent liabilities as at the date of signing this
report.
Annual Report FY23 70
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 30 Related party transactions
Note 31 Parent entity information
Parent entity
Complii FinTech Solutions Ltd is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 33.
Key management personnel
Disclosures relating to key management personnel are set
out in note 27 and the remuneration report included in the
Directors’ report.
Transactions with related parties
Mr Craig Mason is one of the ultimate controlling parties of CK
Consulting Services.
Balances and transactions between the Company and its
subsidiaries, which are related parties of the Company have been
eliminated on consolidation and are not disclosed in this note.
The following transactions occurred with related parties:
Consolidated
30 June
2023
30 June
2022
$
$
368,753
310,963
Payment
for goods
and
services
Payment/Accrual
to CK Consulting
Services for
consulting services
and Director fees
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in
relation to transactions with related parties:
Consolidated
30 June
2023
30 June
2022
$
$
31,243
27,362
Current
payables
CK Consulting
Services
Loans to/from related parties
There were no loans to or from related parties at the current
and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and
conditions and at market rates.
Set out below is the supplementary information about the parent
entity.
Statement of profit
or loss and other
comprehensive income
Parent
30 June
2023
30 June
2022
$
$
Loss after income tax
(802,724)
(361,747)
Total comprehensive loss
(802,724)
(361,747)
Statement of
financial position
Total current assets
Total assets
Parent
30 June
2023
30 June
2022
$
$
164,747
453,196
164,747
453,196
Total current liabilities
356,535
110,898
Total liabilities
Equity
Total equity
356,535
110,898
(191,788)
342,207
(191,788)
342,207
Guarantees entered into by the parent entity in relation
to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its
subsidiaries as at 30 June 2023 and 30 June 2022.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2023
and 30 June 2022.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant
and equipment as at 30 June 2023 and 30 June 2022.
Significant accounting policies
The accounting policies of the parent entity are consistent with
those of the consolidated entity, as disclosed in note 1, except for
the following:
› Investments in subsidiaries are accounted for at cost, less any
impairment, in the parent entity.
› Investments in associates are accounted for at cost, less any
impairment, in the parent entity.
› Dividends received from subsidiaries are recognised as other
income by the parent entity and its receipt may be an indicator
of an impairment of the investment.
Annual Report FY23 71
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 32 Business combinations
PrimaryMarkets Limited
Details of the acquisition are as follows:
On 3 November 2021, Complii FinTech Solutions Limited
acquired 100% of the ordinary shares of PrimaryMarkets
Limited (PrimaryMarkets) as detailed in the bidder’s statement
lodged with the ASX on 22 September 2021. As consideration
for the acquisition Complii issued the following securities:
› 105,000,000 ordinary shares;
› 16,000,000 unquoted options each exercisable at $0.075 on
or before 3 November 2023; and
› 21,000,000 unquoted options each exercisable at $0.10
each on or before 3 November 2023.
The initial accounting for the acquisition of PrimaryMarkets
was provisionally determined as at 30 June 2022. During
the half-year in accordance with the requirements of AASB 3
Business Combinations, the necessary valuations have been
finalised with the assistance of an independent valuation
expert. The assessment resulted in the recognition of
separately identifiable intangible assets being technology of
$4,977,049, and Customer Relationships of $899,061.
The fair value of the consideration has been determined
with reference to the fair value of the issued shares of
PrimaryMarkets Limited 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, being the
issue price under the Offer. As a result, goodwill of $1,798,446
have been determined being the difference between the
consideration and the fair value of net assets of PrimaryMarkets
Limited as at the acquisition date.
Cash and cash equivalents
Trade receivables
Prepayments
Plant and equipment
Investments
Technology
Customer relationships
Trade payables
Deferred tax liability
Employee benefits
Liabilities
Net assets acquired
Goodwill
Acquisition-date fair value of the total
consideration transferred
Representing
Complii FinTech Solutions Ltd
shares issued to vendor
Complii FinTech Solutions Ltd
options issued to vendor
Fair value
$
663,642
17,355
11,368
1,167
61,704
4,977,049
899,061
(201,977)
(1,469,028)
(128,967)
(5,920)
4,825,454
1,798,446
6,623,900
5,775,000
848,900
6,623,900
Annual Report FY23 72
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 32 Business combinations
Details of the acquisition are as follows:
continued
Registry Direct Limited
On 31 August 2022, Complii FinTech Solutions Limited
acquired 91.04% of the ordinary share capital of Registry Direct
Limited (Registry Direct) as detailed in the bidder’s statement
lodged with the ASX on 4 July 2022. On 5 October 2022
following completion of the compulsory acquisition process,
Complii FinTech Solutions Limited acquired the remaining
8.96% of the Ordinary share capital of Registry Direct.
Registry Direct provides share and unit registry software and
services. Registry Direct is highly complementary to Complii as
it will provide access and engagement to ~100,000+ holdings
with investors, advisers and companies.
Registry Direct has ~700+ listed and unlisted companies and trusts,
which complements Complii’s PrimaryMarkets with providing
stockholders with future liquidity and Private Trading Hub
opportunities when these companies look to stay private longer
whilst still offering liquidity for shareholders, raise new capital,
undertake sell downs and/or progress towards an ASX listing.
Acquisition of Registry Direct enhances Complii’s aim to
facilitate T+0 execution and settlement of secondary trading of
securities in unlisted companies and funds.
On completion of the acquisition, the Company has issued to
the accepting shareholders: (a) 84,572,835 fully paid ordinary
shares in the capital of the Company; and (b) 28,191,026
unlisted options exercisable at $0.125 each and expiring 31
August 2024. In addition to the issues of securities under the
Takeover Offer, the Company issued 4.5 unquoted options
for every one Registry Direct option held. Consequently, the
Company has issued 1,388,890 unlisted options exercisable at
$0.0675 each and expiring 31 May 2023 under the Company’s
15% placement capacity under Listing Rule 7.1.
The fair value of the consideration paid has been determined
with reference to the fair value of the issued shares of Registry
Direct Limited immediately prior to the acquisition and has
been determined to be $8,639,491, based on 84,572,835 shares
based on a value of $0.0850 per share, 8,326,135 shares based
on a value of $0.0850 per share, 30,966,439 options on a value
of $0.0254 per option and 1,388,890 options based on a value
of $0.030 per option, being the issue price under the Offer. As a
result, goodwill of $6,357,244 has been determined being the
difference between the consideration and the fair value of net
assets of Registry Direct Limited as at the acquisition date. The
acquisition has been provisionally accounted for.
Cash and cash equivalents
Trade receivables
Prepayments
Plant and equipment
Software Development
Trade payables
Other payables
Contract liabilities
Employee benefits
Accrued expenses
Net assets acquired
Goodwill
Acquisition-date fair value of the total
consideration transferred
Representing
Cash used to acquire
business, net of cash
acquired:
Complii FinTech
Solutions Ltd shares
issued to vendor
Complii FinTech
Solutions Ltd options
issued to vendor
Acquisition-date
fair value of the
total consideration
transferred
Less: cash and cash
equivalents
Net cash used
Fair value
$
1,945,397
121,752
29,703
4,081
663,699
(63,347)
(36,554)
(215)
(263,868)
(33,457)
2,367,191
6,357,244
8,724,435
7,896,412
828,023
8,724,435
(484,156)
1,936,197
1,452,041
Impact of acquisition on the results of the Group
Included in the loss for the year is a loss of $459,639
attributable to Registry Direct Limited. Revenue for the year
includes $1,246,786 in respect of Registry Direct Limited.
Had the acquisition of Registry Direct Limited been effected
at 1 July 2022, the revenue of the Group from continuing
operations for the 12 months ended 30 June 2023 would have
been $8,161,144, and the loss for the year from continuing
operations would have been $7,167,476. The directors of the
Group consider these ‘pro-forma’ numbers to represent an
approximate measure of the performance of the combined
group on a yearly basis and to provide a reference point for
comparison in future years.
Annual Report FY23 73
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 33 Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policy described in note 1:
Principal place of
business /
Ownership interest
30 June 2023
30 June 2022
Name
Country of incorporation
Complii Pty Ltd
Intiger Asset Management Limited
Shroogle Pty Ltd
ThinkCaddie Pty Ltd
SCS Credit Services Pty Ltd
PrimaryMarkets Ltd
Helmsec Global Capital Pty Ltd
PrimaryLedger Pty Ltd
Adviser Solutions Group Pty Ltd
Lion2 Business Process, Inc
Registry Direct Pty Ltd
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Philippines
Australia
Helmsec Global Capital Pty Ltd was sold for $1 on 15 May 2023.
%
100
100
100
100
100
100
-
100
100
100
100
%
100
100
100
100
100
100
100
100
100
100
-
Note 34 Events after the reporting period
On 26 July 2023, the Company issued 698,290 fully paid ordinary shares to Non-Executive Director Nick Prosser under the Director
Fee Plan in lieu of cash payment for director’s fees owed to Mr Prosser for the year ended 30 June 2023. An additional 52,255 fully paid
ordinary shares were also issued on 26 July 2023 for the period 1 January 2022 to 30 June 2022 as his director’s fees increased with effect
from 1 January 2022.
On 27July 2023, the Company issued 500,000 fully paid ordinary shares on the exercise of unquoted Performance Rights that vested in
accordance with the Company’s Incentive Performance Rights Plan.
On 1 August 2023, the Company issued 1,000,000 fully paid ordinary shares in lieu of cash payment for services provided by a consultant.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the consolidated
entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years.
Annual Report FY23 74
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 35 Reconciliation of profit/
Note 36 Earnings per share
(loss) after income tax to
net cash from/(used in)
operating activities
Consolidated
30 June
2023
30 June
2022
$
$
Profit/(loss) after income tax
expense for the year
(5,448,706)
114,937
Depreciation and
amortisation
Impairment of
intangibles
Share-based
payments
1,325,565
33,971
1,816,050
-
756,199
627,959
Right of use assets
273,174
177,733
Adjustments
for
Change in
operating
assets and
liabilities
Bad debts
Net loss on
disposal of
Helmsec Global
Capital Pty Ltd
Consulting fees
paid in shares
Other non-cash
items
Registry Direct
acquisition costs
Increase in
trade and other
receivables
Decrease/
(increase) in
prepayments
Increase in
trade and other
payables
Increase in
employee
benefits
Increase in
deferred income
-
25,538
317
125,000
(205,003)
(486,521)
-
-
-
-
(136,160)
(20,544)
14,572
(261,441)
120,557
178,058
103,931
119,642
30,809
-
Net cash from/(used in) operating
activities
(1,710,216)
995,853
Consolidated
30 June
2023
30 June
2022
$
$
(5,448,706)
114,937
Number
Number
517,577,408 374,021,992
- 114,831,874
517,577,408 488,853,866
Cents
(1.05)
(1.05)
Cents
0.03
0.02
Profit/(loss) after income tax
attributable to the owners of
Complii FinTech Solutions Ltd
Weighted average number
of ordinary shares used in
calculating basic earnings per
share
Adjustments for calculation of
diluted earnings per share:
Options over ordinary shares
Weighted average number
of ordinary shares used in
calculating diluted earnings per
share
Basic earnings per share
Diluted earnings per share
As at 30 June 2023 the Group has 116,799,774 unissued shares
under options (30 June 2022: 114,831,874) and 49,346,727
Performance Rights on issue (30 June 2022: 35,346,411). The
Group does not report diluted earnings per share on losses
generated by the Group. During the year ended 30 June 2023
the Group’s unissued shares under option and partly-paid
shares were anti-dilutive.
Annual Report FY23 75
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 37 Share-based payments
During the year ended 30 June 2023 Complii issued 1,388,890
Unlisted Options in August 2022 to Registry Direct shareholders
as part of the Registry Direct acquisition with an exercise price
of $0.0675 and an expiry date of 31 May 2023. The Unlisted
Options have been valued using the Black Scholes Model. The
Black Scholes Valuation is $0.03 per Unlisted Option which is
$41,667 recognised during the year ended 30 June 2023 as part
of Share-based payments.
During the year ended 30 June 2023 Complii issued 28,191,026
Unlisted Options in August 2022 and 2,775,413 Unlisted
Options in October 2022 to Registry Direct shareholders as
part of the Registry Direct acquisition with an exercise price
of $0.13 and an expiry date of 31 August 2024. The Unlisted
Options have been valued using the Black Scholes Model. The
Black Scholes Valuation is $0.025 per Unlisted Option which
is $786,356 recognised during the year ended 30 June 2023 as
part of Share-based payments.
During the year ended 30 June 2023 Complii issued 6,750,000
Performance Rights (Class J) in October 2022 to Directors and
KMP with nil exercise price. The rights have been valued with
reference to market price, adjusted for probability of vesting of
20% and an expense of $19,243 has been recognised during
the year ended 30 June 2023 as part of Share-based payments.
Vesting occurs in equal instalments subject to non-market-
based conditions being achieved.
During the year ended 30 June 2023 Complii issued 6,250,000
Performance Rights (Class K) in October 2022 to Directors and
KMP with nil exercise price. The rights have been valued with
reference to market price, adjusted for probability of vesting of
20% and an expense of $17,818 has been recognised during
the year ended 30 June 2023 as part of Share-based payments.
Vesting occurs in equal instalments subject to non-market-
based conditions being achieved.
During the year ended 30 June 2023 Complii issued 6,000,000
Performance Rights (Class L) in October 2022 to Directors
and KMP with nil exercise price. The rights have been valued
with reference to market price and an expense of $45,093 has
been recognised during the year ended 30 June 2023 as part
of Share-based payments. Vesting occurs in equal instalments
subject to market-based conditions being achieved.
During the year ended year ended 30 June 2023 Complii
issued 5,500,000 Performance Rights (Class M) in October 2022
to Directors and KMP with nil exercise price. The rights have
been valued with reference to market price and an expense
of $36,445 has been recognised during the year ended 30
June 2023 as part of Share-based payments. Vesting occurs in
equal instalments subject to market-based conditions being
achieved.
During the year ended 30 June 2023 Complii issued 2,000,000
Performance Rights (Class N) in October 2022 to Directors with
nil exercise price. The rights have been valued with reference to
market price and an expense of $124,000 has been recognised
during the year ended 30 June 2023 as part of Share-based
payments. Vesting occurs in equal instalments subject to non-
market-based conditions being achieved.
During the year ended 30 June 2023 Complii issued 2,000,000
Performance Rights (Class O) in October 2022 to Directors with
nil exercise price. The rights have been valued with reference to
market price, adjusted for probability of vesting of 90% and an
expense of $39,187 has been recognised during the year ended
30 June 2023 as part of Share-based payments. Vesting occurs
in equal instalments subject to non-market-based conditions
being achieved.
During the year ended year ended 30 June 2023 Complii issued
2,000,000 Performance Rights (Class P) in October 2022 to
KMP with nil exercise price. The rights have been valued with
reference to market price, adjusted for probability of vesting
of 20% and an expense of $3,905 has been recognised during
the year ended 30 June 2023 as part of Share-based payments.
Vesting occurs in equal instalments subject to non-market-
based conditions being achieved.
During the year ended 30 June 2023 Complii issued 1,790,502
Performance Rights (Class Employee Performance Rights
CF1PR2) in September 2022 to employees with nil exercise
price. The rights have been valued with reference to market
price and an expense of $79,199 has been recognised during
the year ended 30 June 2023 as part of Share-based payments.
Vesting occurs in equal instalments subject to non-market-
based conditions being achieved.
During the year ended 30 June 2023 Complii issued 500,000
Performance Rights (Class J) in April 2023 to KMP with nil
exercise price. The rights have been valued with reference to
market price, adjusted for probability of vesting of 20% and an
expense of $322 has been recognised during the year ended
30 June 2023 as part of Share-based payments. Vesting occurs
in equal instalments subject to non-market-based conditions
being achieved.
During the year ended 30 June 2023 Complii issued 500,000
Performance Rights (Class K) in April 2023 to KMP with nil
exercise price. The rights have been valued with reference to
market price, adjusted for probability of vesting of 20% and an
expense of $322 has been recognised during the year ended
Annual Report FY23 76
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 37 Share-based payments continued
30 June 2023 as part of Share-based payments. Vesting occurs
in equal instalments subject to non-market-based conditions
being achieved.
During the year ended 30 June 2023 Complii issued 500,000
Performance Rights (Tranche 1) in April 2023 to KMP with nil
exercise price. The rights have been valued with reference to
market price and an expense of $20,000 has been recognised
during the year ended 30 June 2023 as part of Share-based
payments. Vesting occurs in equal instalments subject to non-
market-based conditions being achieved.
During the year ended 30 June 2023 Complii issued 500,000
Performance Rights (Tranche 2) in April 2023 to KMP with nil
exercise price. The rights have been valued with reference to
market price and an expense of $3,280 has been recognised
during the year ended 30 June 2023 as part of Share-based
payments. Vesting occurs in equal instalments subject to non-
market-based conditions being achieved.
During the year ended 30 June 2023 6,460,000 Performance
Rights were cancelled relating to Directors, KMP and
employees who left the Company and did not meet the vesting
conditions.
During the year ended 30 June 2023 13,830,186 Performance
Rights were exercised relating to Directors, KMP and
employees meeting the vesting conditions.
During the year ended 30 June 2023 $380,607 was recognised
as a share based payment expense related to Performance
Rights issued in 2021 to Directors, KMP and employees.
During the year ended 30 June 2023 $121,884 was recognised
as a share based payment expense related to Performance
Rights issued in 2022 to Directors, KMP and employees.
Set out below are summaries of options movements during the year ended:
30 June 2023
Grant date
Expiry date
10/12/2020
31/12/2022
10/12/2020
31/12/2023
10/12/2020
31/12/2023
22/01/2021
31/12/2022
22/01/2021
31/12/2023
03/11/2021
03/11/2023
03/11/2021
03/11/2023
31/08/2022
31/05/2023
31/08/2022
31/08/2024
05/10/2022
31/08/2024
Exercise
price
Balance at the
start of the year
Granted
Exercised
Expired/
forfeited/other
Balance at the
end of the year
$0.05
$0.10
$0.05
$0.05
$0.10
$0.08
$0.10
$0.07
$0.13
$0.13
28,968,232
41,292,926
7,500,000
30,307
40,409
16,000,000
21,000,000
-
-
-
-
-
-
-
-
-
-
1,388,890
28,191,026
2,775,413
(23,045,823)
(5,922,409)
-
-
-
-
-
-
-
-
-
-
-
-
41,292,926
7,500,000
(30,307)
-
-
-
-
40,409
16,000,000
21,000,000
(1,388,890)
-
-
-
28,191,026
2,775,413
Weighted average exercise price
$0.08
$0.13
$0.05
$0.06
$0.10
114,831,874
32,355,329
(23,045,823)
(7,341,606)
116,799,774
The weighted average remaining contractual life of options outstanding at the end of the financial year was 0.65 years (2022: 1.35 years).
Annual Report FY23 77
Complii FinTech Solutions
Notes to the financial statements
for the year ended 30 June 2023
Note 37 Share-based payments continued
Set out below are summaries of performance rights movements during the year ended:
30 June 2023
Grant date
Expiry date
18/09/2020
17/09/2025
30/03/2021
30/06/2026
16/09/2021
16/09/2023
03/11/2021
31/12/2023
03/11/2021
03/11/2026
21/09/2022
21/09/2023
26/10/2022
25/10/2027
19/04/2023
17/04/2028
Exercise
price
Balance at the
start of the year
Granted
Exercised
Expired/
forfeited/other
Balance at the
end of the year
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
23,000,000
2,000,000
1,346,411
6,000,000
3,000,000
-
-
-
-
-
(11,000,000)
(500,000)
(830,186)
-
(1,500,000)
-
-
-
-
-
12,000,000
1,500,000
516,225
6,000,000
1,500,000
-
-
-
1,790,502
30,500,000
2,000,000
-
-
-
(160,000)
1,630,502
(6,300,000)
24,200,000
-
2,000,000
35,346,411
34,290,502
(13,830,186)
(6,460,000)
49,346,727
The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was 2.33 years (2022:
2.86 years).
For the performance rights granted during the current financial year, a black scholes model was used to calculate the fair value of
performance rights with a market-based condition, using a volatility rate of % and the share price and risk-free rate at grant date. The
classes with non-market based conditions were valued based on the share price at the date of issue and the probability of the vesting
conditions being met.
The valuation model inputs used to determine the fair value at the grant date, are as follows:
Class
Class J
Class K
Class L
Class M
Class N
Class O
Class P
Employee performance rights
CF1PR2
Class J
Class K
Tranche 1
Tranche 2
Grant date
Expiry date
26/10/2022
25/10/2027
26/10/2022
25/10/2027
26/10/2022
25/10/2027
26/10/2022
25/10/2027
26/10/2022
25/10/2027
26/10/2022
25/10/2027
26/10/2022
25/10/2027
21/09/2022
21/09/2023
19/04/2023
17/04/2028
19/04/2023
17/04/2028
19/04/2023
17/04/2028
19/04/2023
17/04/2028
Share price at
grant date
0.085
0.085
0.085
0.085
0.085
0.085
0.085
0.065
0.040
0.040
0.040
0.040
Probability of
vesting
Risk-free
interest rate
%
20
20
-
-
100
90
20
100
20
20
100
100
%
3.62
3.62
3.62
3.62
3.62
3.62
3.62
-
3.26
3.26
3.26
3.26
Fair value at
grant date
0.062
0.062
0.035
0.031
0.062
0.062
0.620
0.065
0.040
0.040
0.040
0.040
Annual Report FY23 78
Complii FinTech Solutions Notes to the financial statements
for the year ended 30 June 2023
Note 37 Share-based payments continued
Performance Rights Vesting Conditions
The vesting conditions for the Performance Rights are:
Class D
Class F
Class G
Class I
Class J
Class K
Class L
Class M
Class N
Class O
Class P
The VWAP of the Company’s fully paid ordinary shares over 20 consecutive trading days on which the
Company’s securities have actually traded (20-Day VWAP) being equal to or greater than $0.10.
The 20-Day VWAP of the Company’s fully paid ordinary shares being equal to or greater than $0.15.
The 20-Day VWAP of the Company’s fully paid ordinary shares being equal to or greater than $0.20.
PrimaryMarkets’ audited revenue is greater than $3,150,000 for the financial year ending on 30 June 2023.
The Group recording revenue of $20,000,000 or more in any of the financial years ending 30 June 2023 or 30
June 2024 or 30 June 2025, as independently verified by the Company’s auditors.
The Group recording positive EBITDA of $4,000,000 or more in any of the financial years ending 30 June 2023,
or 30 June 2024 or 30 June 2025, as independently verified by the Company’s auditors.
The 20 day VWAP of the Company’s Shares being equal to or greater than $0.25.
The 20 day VWAP of the Company’s Shares being equal to or greater than $0.30.
Registry Direct’s revenue is $1,350,000 or more for the financial year ending 30 June 2023, as independently
verified by the Company’s auditors.
Registry Direct’s revenue is $1,500,000 or more for the financial year ending 30 June 2024, as independently
verified by the Company’s auditors.
PrimaryMarkets’ revenue is $6,000,000 or more for the financial year ending 30 June 2024, as independently
verified by the Company’s auditors.
Employee performance
rights CF1PR2
The performance rights will vest subject to 1 year of continuous employment by the holder commencing
upon the date of issuance of the performance rights.
Tranche 1
Tranche 2
Performance Rights will vest at the earlier of 1 July 2023 and on termination by the Company, except for cause.
Performance Rights will vest at the earlier of 1 July 2024 and on termination by the Company, except for cause.
Annual Report FY23 79
Complii FinTech Solutions Directors declaration
In the Directors’ opinion:
› The attached financial statements and notes comply with
the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory
professional reporting requirements;
› The attached financial statements and notes comply with
International Financial Reporting Standards as issued by
the International Accounting Standards Board as described
in note 1 to the financial statements;
› The attached financial statements and notes give a true
and fair view of the consolidated entity’s financial position
as at 30 June 2023 and of its performance for the financial
year ended on that date; and
› There are reasonable grounds to believe that the Company
will be able to pay its debts as and when they become due
and payable.
The Directors have been given the declarations required by
section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made
pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
Mr Craig Mason
Executive Chairman
18 August 2023
Annual Report FY23 80
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
2023, 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 2023 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
1.
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 FY23 81
Key Audit Matter
How our audit addressed the Key Audit Matter
Revenue Recognition
During
the year ended 30 June 2023,
the
Our procedures amongst others included:
Consolidated Entity generated
$7,934,160 (2022: $8,642,969).
revenue of
Revenue recognition is considered a key audit
matter due to its financial significance.
•
•
•
•
the Consolidated Entity’s revenue
reviewing
accounting policy and
their contracts with
customers and assessing compliance with AASB
15 Revenue from Contracts with Customers;
Performing audit procedures on a sample basis by
supporting
to
verifying
documentation including verification of contractual
revenue
relevant
terms of the relevant transaction, verification of
receipts and ensuring the revenue was recognised
at the appropriate time and classified correctly;
Performing cut off procedures to assess whether
revenue is recorded in the correct period; and
Assessment of
the appropriateness of
the
disclosures included in Notes 4 to the financial
report.
Business Combination
As disclosed in note 32 of the financial report, on
Our procedures amongst others included:
31 August 2022, the Consolidated Entity acquired
for consideration of
Registry Direct Limited
$8,724,435 via the issue of shares and options.
The
acquisition
constitutes
a
business
combinations in accordance with AASB 3 Business
Combinations. The
been
acquisition
has
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.
• Review of
the acquisition agreement
to
understand the key terms and conditions of the
transaction;
•
•
•
Assessment of the fair value of consideration
transferred with reference to the terms of the
acquisition agreement;
Verification of the acquisition date balance sheet
to underlying supporting
of
the acquiree
documentation; and
the appropriateness of
Assessment of
the
disclosures included in Note 32 to the financial
report
Annual Report FY23 82
Key Audit Matter
How our audit addressed the Key Audit Matter
Impairment Assessment
As disclosed in note 13 to the financial statements,
the Consolidated Entity had intangible assets with
a carrying amount of $11,596,686 as at 30 June
2023. An impairment loss of $1,816,050 was
recognised.
The impairment assessment of the Consolidated
Entity’s intangible assets is a Key Audit Matter due
to:
• The significance of
the balance
to
the
Consolidated Entity’s financial position; and
• The presence of impairment indicators and
judgement required in assessing the value in
use of the cash generating units (“CGU’s”) to
which the intangible assets relate.
Other Information
Our procedures included the following:
•
•
•
Assessed
the
Consolidated
Entity’s
determination of CGU’s;
Assessed management’s value
calculations
in use
including analysis of key
assumptions and inputs such as discount
rates and assessing the reasonableness of
the forecasts prepared; and
Assessment of the appropriateness of the
disclosures included in note 13 to the financial
report.
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 2023 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 1, the
directors also state in accordance with Australian Accounting Standard AASB 101 Presentation of Financial
Statements, that the financial report complies with International Financial Reporting Standards.
In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s ability to
Annual Report FY23 83
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Consolidated Entity or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
•
•
•
•
•
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Consolidated Entity’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Consolidated Entity’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Consolidated Entity to cease to
continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Consolidated Entity to express an opinion on the financial report. We are responsible
for the direction, supervision and performance of the Consolidated Entity audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
Annual Report FY23 84
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 2023.
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
2023, complies with section 300A of the Corporations Act 2001.
HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA
Director
Dated this 18th day of August 2023
Perth, Western Australia
Annual Report FY23 85
Additional information for ASX listed companies
The following additional information is required under the ASX Listing Rules and is current as of 31 July 2023.
Capital structure
Security
Fully paid ordinary shares
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)
Options exercisable at $0.125 each on or before 31 August 2024 (Tranche 2 Registry Direct Options)
Performance rights
Top Holders
The 20 largest registered holders of fully paid ordinary shares were:
Rank Holder Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Kylie Mason
Tony Cunningham
BNP Paribas Nominees Pty Ltd
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