ABN 71 098 238 585
ANNUAL REPORT FY24
Complii FinTech Solutions
Annual Report FY24 2
FY24 highlights
STRATEGIC AND COMMERCIAL
FINANCIAL
A record $5bn raised by clients using
Complii’s Capital Raising solution in
Q4 FY24 and $11.6bn in FY24
$11.6 b
Capital Raise
Research and
Development
$1.34m
$1.34m Research and
development (R&D) grant
received in FY24
for FY23 activities
Exclusive
PrimaryMarkets commercial
agreement to provide an exclusive
Trading Hub for Dexus Wholesale
Australian Property Fund
Announced 8 July 2024
Divesting
Binding Share Sale Agreement to divest
Registry Direct in a Management
Buy-Out in 1H FY25
Announced 26 August 2024 -
Subject to Shareholder Approval
Annual Recurring
Revenue
16%
16% ARR growth year on year at
Group level, with all key business units
increasing ARR
Cash
at Bank
$2.1m
$2.1m cash at bank (incl. TDs) as at
30 June 2024, with 4.74 quarters
of cash available
Complii FinTech Solutions
Annual Report FY24 3
Corporate directory
Current Directors
Craig Mason
Executive Chairman
Alison Sarich
Managing Director
Steuart Roe
Executive Director
Greg Gaunt
Non-Executive Director
Nick Prosser
Non-Executive Director
Karen Logan
Company Secretary
Company Secretary
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
283 Rokeby Road
Subiaco WA 6008
+61 (08) 9426 0666
Share
Registry
Registry Direct
Level 6, 56 Pitt Street,
Sydney NSW 2000
PO Box 572,
Sandringham VIC 3191
1300 55 66 35
www.registrydirect.com.au
Solicitors
to the
Company
Grillo Higgins
114 William Street
Melbourne VIC 3000
Securities
Exchange
Australian Securities Exchange
Level 40, Central Park,
152-158 St Georges Terrace
Perth WA 6000
www.asx.com.au
ASX Code
CF1
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 2024 (FY24).
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.
Complii FinTech Solutions
Annual Report FY24 4
Contents
FY24 highlights
2
Corporate directory
3
Contents
4
About Complii
5
Strategic progress
6
Operating review
7
Group overview
7
Business units
10
Executive Chair and Managing Director’s summary
13
Directors’ report
14
Remuneration report (audited)
27
Auditor’s independence declaration
40
Financial report
41
Statement of profit or loss and other comprehensive income
43
Statement of financial position
45
Statement of changes in equity
46
Statement of cash flows
47
Notes to the financial statements
48
Directors’ declaration
87
Independent auditor’s report to the members of
Complii FinTech Solutions Ltd
88
Additional information for ASX listed companies
94
Complii FinTech Solutions
Annual Report FY24 5
About Complii
Created in 2007, the Complii Group is an ASX-
listed provider of solutions for capital markets
participants, from capital raising to risk and
compliance management.
Complii has emerged from the growing demand
for smart application of solutions to AFSL holders’
specific operational needs for compliance,
efficiency and capital raising flexibility.
Complii’s rapid growth has been driven by large-
scale aggregators’ recognition of the competitive
advantages inherent in an integrated, modular,
user-friendly platform for individual broker
service delivery.
Key milestones
Acquisition of
ISO
Certification
2023
2023
Planned divestment of
2024
2024
Acquisition of
2022
2022
Acquisition of
2021
2021
2020
2020
Listed on the ASX: CF1
Complii FinTech Solutions
Annual Report FY24 6
Compl
Group
Compliance, control &
capital markets
management
Market Data
Execution & Clearing
Strategic progress
The 2024 financial year (FY24) saw the
Complii Group integrate MIntegrity, strongly
cut our underlying cost basis, achieve ISO
27001:2022 accreditation and upgrade and
launch new products. In July 2024, the Group
announced an exclusive commercial agreement
for PrimaryMarkets to provide a Trading Hub
for Dexus Wholesale Australian Property
Fund (DWAPF) and in August 2024, the Group
announced that it had entered into a binding Share
Sale Agreement with Mr Roe to divest Registry
Direct in 1H FY25 (subject to shareholder approval).
Overall, the Complii Group has been continuing to invest
building a differentiated, end-to-end ecosystem and the
required go-to-market capabilities, positioning ourselves for
more cross-selling opportunities. The focus going forward
will be to continue the integration of our business units and
to reinvest behind core products and services to increase
customer ARR and lifetime value, accelerating 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 FY25 and beyond.
We want to thank our shareholders, customers and partners
for their support.
Complii: the “backbone” of
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
Complii FinTech Solutions
Annual Report FY24 7
Group overview
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.
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 their investors.
Within the highly regulated financial services industry, registered users
benefit from compliance modules for their capital raising, risk and
compliance management and operational needs as well as a global
trading platform for securities of 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 trading facilities whilst unlisted (pre-
IPO), new capital raising (pre-IPO rounds + IPO listing + placements post
listing), administration tools 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.
Operating review
The Group offering: a modular,
end-to-end platform
Covering the whole corporate lifecycle
›
Unlisted trading facilities (pre-IPO)
›
Capital raising (seed round + IPO listing)
administration tools
›
Compliance controls required for those dealing
for and in capital markets
›
Online learning and CPD management
Complii FinTech Solutions
Annual Report FY24 8
Growth
Overall, the Group continued to grow its customer base across
the financial services sector and win mandates from new, high-
profile customers.
The established product and service offerings continued
to perform, showing solid increase in recurring revenue
through the combination of new sales and additional module
subscriptions to existing and new clients.
The Group is expected to continue this growth trajectory
with new modules and enhanced workflow capabilities in
development and to be released to clients in FY25.
Operating review
Group growth strategy
Growth strategy is a layered approach, to build
recurring subscription revenue
Continue to grow market footprint and be the
fully integrated end to end provider across:
›
Stockbrokers
›
Corporate advisory firms
›
Wealth managers
›
Financial planners
›
Banks
›
International corporates
›
Private companies
›
Sophisticated investors
Organic growth via cross-module sales
to increase client penetration
Ensure existing clients are aware of the full suite of
the products and enhancements of their existing
modules to increase operational and administrative
efficiencies inclusive of unlisted trading services
Corporate growth
Acquisition of complementary technology
and integrated services and customers with
additional product offerings
Products and Research & Development (R&D)
Throughout FY24, the Group continued its ongoing R&D
investment in new products and services. Several new
modules have been developed, as well as comprehensive
enhancements and product updates have been delivered
during the year, increasing further the customer and user
experience:
›
Upgraded Capital Raising Solution
›
Institutional capital raising capabilities
›
Launched in Canada
›
Nearing completion and deployment of the next
generation of our Corporate Highway offer
›
New Model Portfolio and Rebalancing Module,
representing a major new growth area
›
Upgraded AccountFast automated client account
opening module
›
PrimaryMarkets Platform expansion to AFSL and Advisers
›
Easier Adviser on-boarding and trading
Customer value
Continuous product and service innovation
and enhancements, increasing the value of our
products and supporting price increases
Complii FinTech Solutions
Annual Report FY24 9
Operating review
Sales & Marketing
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.
The cross-sell continues to produce ARR growth across our
product suite, 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 and new capital raising efficiencies, 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.
Roadmap
2024
New features launching in
September for the Portfolio
Modelling and Rebalancer
module
2025
Complii Specialised CRM
module in Q2 FY25
2025
Further integration
of MIntegrity’s
RegsWeb and
PrimaryMarkets’
Platform with
Complii due Q1
FY25
2025
PrimaryMarkets Platform
2.1, improving settlement
times and ease of use,
due Q1 FY25
Complii FinTech Solutions
Annual Report FY24 10
Business units
Complii
Complii signed 12 new AFSL
clients over the year, which started
generating incremental revenue.
In FY24, over $11.6bn new capital was raised
by our clients using the Complii “Corporate
Highway” network and “AdviserBid” service,
across 3,282 unique offerings.
Complii achieved ISO/IEC
27001:2022 certification
in December 2023. These
international standards address
growing global cybersecurity
challenges and improve digital trust. The
world’s best-known standard on information
security management helps organisations secure
their information assets – which is vital in today’s
increasingly digital world.
Our core security principle is to ensure the confidentiality,
integrity and availability of the information we manage on
behalf of our customers and business partners, as well as our
own information.
This “stamp of quality” is the proof of our commitment to
customer service, attention to detail and our ongoing focus on
security and compliance. This major milestone will help attract
larger customers, both in Australia and internationally.
Complii is continuing custom work with our larger customers,
including our new CRM. This work will then be standardized
and offered to our broader customer base.
🡓 Complii organised a second successful conference in Perth,
with MIntegrity, AUSIEX and Praemium as partners, following
on from the Sydney event. L>R Denis Orrock, Praemium; Fran
Hughes, Nexia; Amanda Mark, MIntegrity; Patrick Salis, AUSIEX;
Craig Mason, Complii
🡓 The Complii team attended the Stockbrokers and Investment
Advisers Association (SIAA) conference organised in Melbourne
in May 2024 where Craig Mason presented on the theme of
‘Building the future of wealth through tech’. L>R: Alison Sarich,
Complii; Judith Fox, SIAA; Amanda Mark, MIntegrity.
Operating review
Complii FinTech Solutions
Annual Report FY24 11
PrimaryMarkets
PrimaryMarkets had exceptional results in
Q4 FY24, with strongly increased transaction
volume: Q4 trading value reached a high with
a total of $18.5M in value being traded on the
PrimaryMarkets Platform.
PrimaryMarkets had a challenging 1H FY24 due to tough
market conditions and lower appetite for investing but turned
the corner in 2H FY24, with great trading results and new
clients joining the Platform.
PrimaryMarkets announced on 8 July 2024 that it has entered
into an exclusive commercial agreement with Dexus Wholesale
Australian Property Fund (DWAPF) to provide a Trading Hub.
This agreement is a significant milestone for PrimaryMarkets
and a first of its kind, offering an alternative liquidity solution
to unit holders in DWAPF. The Group believes it is opening a
significant new market.
PrimaryMarkets is currently in discussions to establish more
Trading Hubs for other large unlisted property funds whose
redemptions have been impacted. Following the successful
signing of Dexus Wholesale Australian Property Fund, these
discussions are expected to gain traction.
At the end of FY24, PrimaryMarkets had 124 open investment
opportunities on the Platform, comprising a mixture of Trading
Hubs, secondary trading, unicorns, capital raises and Investor
Hubs.
›
Capital Raising: 28
›
Trading Hubs: 14
›
Secondary Trading: 18
›
Unicorns: 58
›
Investor Hubs: 6
PrimaryMarkets continues to demonstrate strong growth
potential through strategic initiatives and technological
advancements.
PrimaryMarkets also organises webinars highlighting
companies listed on the Platform and Jamie Green presents
monthly on Ausbiz about Trends in Private Markets to raise
awareness of the Platform.
MIntegrity
MIntegrity year on year revenue grew 58% in FY24
(Note: FY23 revenue was pre-acquisition).
MIntegrity was acquired in September 2023 by the
Complii Group.
MIntegrity contributed $1.03m to Group revenue in FY24.
Repeat client business remains strong with several new clients
coming on board over the year.
MIntegrity continues to work with industry participants on
setting up AFSL’s, implementing regulatory change, reviewing
firms compliance arrangements and providing risk and
compliance services including bespoke training.
Continued regulatory changes and scrutiny, especially through
ASIC enforcement matters, have kept industry on their toes
and the team busy.
Integration into the Complii Group and cross selling activities
are well underway.
Operating review
Business units
Complii FinTech Solutions
Annual Report FY24 12
Registry Direct
Registry Direct had a steadfast growth in FY24,
bringing the total to 982 paying registers at end
of June 2024.
The Complii Group has signed a binding Share Sale Agreement
to sell its Registry Direct business unit in a management
buy-out, which is expected to be completed in 1H FY25. The
proposed transaction is subject to shareholder approval.
This divestment will increase cash on hand and reduce cash
outflow from date of completion.
Most importantly, this divestment will allow the Group to focus
on its core market and services whilst having a limited impact
on Group revenue, profit or cross-selling opportunities. This
transaction will further enable the Group to reshape its unique
suite of solutions and reinvest in new products, customer
acquisition and cross-selling to its core customer base.
Caddie
Caddie gained 19 more AFSL business accounts
and 17 new self-licensed accounts in FY24,
substantially increasing our total number of users.
Caddie launched a new dedicated CPD content offering for
accountants, expanding its range of specialised Financial
Services CPD tracking and content management services.
Caddie signed an exclusive agreement with The Inside
Network’s Insiders to manage CPD for their members. The
content produced has been a resounding success.
June
2014
June
2016
June
2018
June
2020
June
2022
June
2024
1000
900
800
700
600
500
400
300
200
100
0
Operating review
Business units
Complii FinTech Solutions
Annual Report FY24 13
FY24 started with MIntegrity joining the Group and ended on a high, with several highlights especially for
PrimaryMarkets delivering great results!
We continued to build a unique ecosystem, delivering strong ARR growth and strong cash flow for all activities, supported by solid cash
at bank. We will continue to drive organic growth through new products and partnerships, increasing our share of our addressable
market. Our Group’s cross-selling capabilities continue to provide an expected upside for organic growth within our Group.
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.
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.
Our operational capabilities have been strengthened and will support our growth efforts, driven increasingly by new client acquisitions
alongside the extension of products and service updates.
Executive Chair and Managing Director’s summary
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
Ms Alison Sarich
Managing Director
Mr Craig Mason
Executive Chairman
Complii FinTech Solutions
Annual Report FY24 14
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 2024.
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.
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
Executive Chairman
Alison Sarich
Managing Director
Steuart Roe
Executive Director
Greg Gaunt
Non-Executive Director
Nick Prosser
Non-Executive Director
Complii FinTech Solutions
Annual Report FY24 15
Directors’ report
Business units
The Complii Group is comprised of the below seven 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.
FinTech
Catering to
AFSL holders,
providing
risk and
compliance
solutions and
corporate
deal flow
services,
including:
Corporate
Highway
An online network 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
Complii’s Proprietary Capital Raising System - an online, seamless
tool for automatically 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. In FY24, over $11.6bn new capital
funds was raised by our clients using the Complii platform across 3,282
unique offerings.
Retail
Compliance
Investors can be profiled using electronic KYC and investor risk
profiling, with compliance documentation being issued based on the
client’s 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, risk management, rebalancer and
staff trading.
Enables AFSL client financial planners and wealth managers to manage their client information and
undertake paraplanning 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 share and unit holder registry and communications service for both issuers
and investors across both listed and unlisted corporations as well as funds and 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.
A specialised operational risk and compliance consultancy, including digital tools such as RegsWeb
(Digital Regulatory Web Service that combines MIntegrity’s regulatory domain expertise with access to
our digital regulatory library) and MIWize (e-Learning solution delivered through Caddie’s portal).
Provides corporate-authorised representative services and applicable AFSL supervisory functions to
financial services firms and their advisers.
Complii FinTech Solutions
Annual Report FY24 16
Directors’ report
Dividends
There were no dividends paid, recommended or declared
during the current or previous financial year.
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 further harmonising technologies and
upgrading products. 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 FY23 activities.
During the year, the Company has completed a business
acquisition of MIntegrity, a boutique regulatory risk and
consulting firm who works with Australian Financial Services
firms to raise integrity standards across industry.
Refer to pages 7 to 12 for an update on the main business units.
Online
Portfolio
Risk
Management
Financial
Crimes
Staff
Trading
Compliance
inc.
Adviser Bid
Operating results
The group has a strong Balance Sheet with Cash at Bank at 30
June 2024 being $1,950,356 with no debt and no new equity
placements since December 2020.
The group experienced net cash outflows from operating
activities of $3,112,518 (2023: cash inflow $1,710,216).
The loss for the consolidated entity after providing for income
tax amounted to $10,215,666 (30 June 2023: $5,448,706).
This includes a non-cash/non operational impairment expense
of $4,610,361 (2023: $1,816,050) which reflects the write down
of the carrying value of Registry Direct assets held for sale.
Excluding the above mentioned impairment, the loss for the
year would be $5,605,305.
On the 26th August 2024, the Group announced that it entered
into a binding Share Sale Agreement to sell its Registry Direct
business unit, which is expected to be complete in 1H FY25
(subject to approval by Complii shareholders).
In accordance with AASB 5 Non-current Assets Held for Sale
and Discontinued Operations, Registry Direct is classified as
Held for Sale at 30 June 2024. As a result of this classification,
the Group has disclosed a single amount of the post-tax loss of
Registry Direct on the face of the Statement of profit or loss and
other comprehensive income. Additionally, on the Statement
of financial position the Group has classified the assets and
liabilities of Registry Direct as held for sale separately from
other assets.
Complii FinTech Solutions
Annual Report FY24 17
Directors’ report
Complii saw an increase in revenue of $175k on prior year mainly due to new clients signed during the year. Complii signed 12 new
AFSL clients over the year, increasing our reach further.
PrimaryMarkets saw a decrease in transactional revenue ($1.19m down on prior year) which was expected due to the poor general
global financial market conditions in the first 9 months of the year. From the start of Q4 FY24, PrimaryMarkets has seen an increase in
trading with trading value reaching a high with a total of $18.5m in value being traded on the PrimaryMarkets Platform in the quarter
along with notable growth to the PrimaryMarkets member base, with a total of 527 new Platform registrations occurring in Q4 FY24.
Registry Direct saw an increase in revenue of $513k noting that the prior year had 10 months of revenue vs 12 months in current year.
Registry Direct continued their positive growth rate, reaching 982 paying registers at 30 June 2024.
On 4 September 2023, the Company acquired the business and assets of MIntegrity, this contributed $1.03m revenue in FY24.
Repeat client business remains strong with several new clients coming on board over the year.
ThinkCaddie revenue increased $25k on the prior year. Caddie gained 19 more AFSL business accounts and 17 new self-licensed
accounts in FY24, substantially increasing our total number of users.
Revenue and other income
Group revenue has increased by 2% to $8.08m in the year ended 30 June 2024, up from $7.93m.
Revenue and other income set out in the table below shows results for the whole group where Registry Direct is not classified as held
for sale.
30 June
2024
$
30 June
2023
$
Change
$
Change
%
Revenue
Licence Fees (recurring)
2,234,844
2,033,376
201,468
10%
Service Fees (recurring and trading)
5,433,748
5,511,206
(77,458)
-1%
Other Revenue
412,673
389,806
22,868
6%
Total Revenue
8,081,265
7,934,388
146,877
2%
Research and development grant
1,339,827
2,386,298
(1,046,471)
-44%
Other income
Other income
11,455
263,407
(251,952)
-96%
Interest income
77,597
148,154
(70,557)
-48%
Total other income
89,052
411,561
(322,509)
-78%
The key components of Revenue and other income:
›
Licence fees were $2.23m up 10% on prior year. This relates to revenue for use of the Complii platform.
›
Service fees were down 1% to $5.43m. The decrease is driven by the decrease in PrimaryMarkets transactional revenue due to the
continuing poor general global financial market conditions in the first 9 months of the year.
›
During the year the Group received a Research & Development grant for FY23 activities of $1.34m. The Group is currently preparing its
Research & Development tax incentive application for submission to AusIndustry. We anticipate receiving a R&D grant of ~$1.40m for
FY24 activities in FY25.
›
Other income decreased 96% to $11k. In FY23 the Registry Direct business unit received a Chess Replacement Partnership Program
Rebate of $250k.
›
Interest income decreased 48% to $78k. This is due to a decrease in interest income earned from cash held on Term Deposits.
Complii FinTech Solutions
Annual Report FY24 18
Directors’ report
As a SaaS business, ARR is a key metric for us and a key focus though sales and marketing efforts as well as
integration of the businesses acquired and cross-selling to the expanded customer base.
16%
on FY23
Group
Annual Recurring Revenue (ARR)
Jul
Aug
Sep
Nov
Oct
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Nov
Oct
Dec
Jan
Feb
Mar
Apr
May
Jun
2022
2023
2024
$450,000
$400,000
$350,000
$300,000
$250,000
$200,000
FinTech
10%
on FY23
30%
on FY23
22%
on FY23
13%
on FY23
17%
on FY23
Complii FinTech Solutions
Annual Report FY24 19
Directors’ report
Total expenses
During the year ended 30 June 2024 the Group incurred $20.09m (2023: $17.65m) in expenses, this is a $2.44m or 14% increase in costs on
the prior year.
Expenses set out in the table below shows results for the whole group where Registry Direct is not classified as held for sale.
30 Jun
2024
$
30 Jun
2023
$
Change
$
Change
% Comments
Consulting fees
757,547
997,606
(240,059)
-24%
Consultancy fees decreased 24% to $758k. In the prior year, new
contractors were 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. There were also
savings in current year on consulting fees for business units as a result
of synergies within the business.
Corporate secretarial fees
59,857
105,009
(45,152)
-43% Corporate secretarial fees decreased 43% to $60k mainly due to
additional costs in FY23 for the Registry Direct acquisition.
Employee benefits
expense
8,758,753
7,908,350
850,403
11%
Employee benefit expenses increased 11% to $8.76m. This was driven
by additional staff taken on through the MIntegrity acquisition, a full
year of staff costs for Registry Direct versus 10 months of costs in FY23,
offset by savings through reduced headcount.
Legal expenses
140,900
211,376
(70,476)
-33% Legal fees decreased 33% to $141k due to additional costs in FY23 for
the Registry Direct acquisition.
Depreciation and
amortisation expense
1,268,983
1,598,739
(329,756)
-21%
Depreciation and amortisation expense decreased 21% to $1.27m.
In FY23, in accordance with the requirements of AASB 3 Business
Combinations, an independent valuation was completed to identify
the intangible assets acquired on the purchase of PrimaryMarkets
which resulted in an increased amortisation charge along with an
amortisation charge for the Registry Direct intangible assets acquired
on 31 August 2022.
Impairment
of assets
4,610,361
1,816,050
2,794,311
154%
Impairment expense of $4.61m reflects the write down of the carrying
value of the Registry Direct assets held for sale to their fair value less
costs to sell. See note 8 for additional information.
Adjustment to contingent
consideration
(60,000)
0
(60,000)
-
Adjustment to contingent consideration of ($60k) is in relation to the
business and assets acquisition of MIntegrity during the year.
See note 36 for additional information.
Licensing fees
942,958
1,147,352
(204,394)
-18% Licensing Fees decreased $0.20m (18%) on prior year as a result of
reduced trading fees for PrimaryMarkets.
Security costs
188,631
30,534
158,097
518%
Security costs increased 518% to $189k due to added security
measures to ensure customer data and service integrity, including
ISO/IEC 27001:2022 certification, security enhancements and testing.
Our ongoing focus on security and compliance remains a priority.
Other expenses
1,879,111
2,325,819
(446,708)
-19%
Other expenses have decreased 19% to $1.88m. Prior year included
costs associated with the Registry Direct acquisition, offset by cost
reductions and broader operational efficiencies during FY24.
Finance costs
37,337
42,023
(4,686)
-11% Finance costs are in line with FY23.
Occupancy
4,349
46,838
(42,489)
-91%
Occupancy costs decreased 91% to $4k due to rent savings from
no longer renting an office which was on a month to month rolling
contract.
Professional fees
128,761
140,383
(11,622)
-8% Professional fees decreased 8% to $129k mainly due to additional costs
in FY23 for the Registry Direct acquisition.
Share based
payments expense
512,075
756,199
(244,124)
-32%
Share based payments expense decreased 32% to $512k. Share based
payments are recognised for performance rights issued to staff, KMP
and Directors.
Other employment
expenses
774,318
440,634
333,684
76%
Other Employment Costs increased 76% to $774k. This increase is due
to overseas developers hired by Registry Direct to support Platform
development as well as contractors for the new MIntegrity business
acquired during the year.
Travel and
Entertainment
90,067
83,068
6,999
8%
Travel and Entertainment increased 8% to $90k. This increase is
mainly in relation to travel for business development and the Complii
conference held in WA during the year.
Our focus during FY24 was on cost reduction, operational efficiency, integration of the businesses and cross-selling opportunities.
The cross-sell continues to produce ARR growth across our product suite, endorsing our acquisition and growth strategy to date.
Complii FinTech Solutions
Annual Report FY24 20
Directors’ report
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
Overall, the Group has been continuing to invest behind building a
differentiated, end-to-end ecosystems and the required go-to-market
capabilities, positioning itself for more cross-selling opportunities.
We have steadily been 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.
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 the 18th July 2024, the Group announced that is had entered into
a Non-Binding Term Sheet to sell its Registry Direct business unit,
which is expected to complete in 1H FY25. The business unit will be
acquired by Mr Steuart Roe (and/or entities associated with him), the
Founder and CEO of Registry Direct, in a Management Buy-Out.
On the 26th August 2024, the Group announced that it had entered
into a binding Share Sale Agreement with Mr Roe for the sale.
The proposed transaction will be subject to approval by Complii
shareholders pursuant to ASX Listing Rule 10.1 at a general meeting
(date to be announced).
The transaction consideration will be as follows:
a
a deposit of $100,000 received from Mr Roe on execution of the
binding Share Sale Agreement.
b a payment of $3,750,000 by Mr Roe (and/or entities associated
with him) to Complii upon completion. The payment consists
of $3,250,000 being the sale price proceeds (minus the deposit),
together with a $500,000 service fee pursuant to a services
agreement (SA) to be entered into whereby Complii will continue
to provide administration services to Registry Direct; and
c two further payments of $500,000 each for service fees
under the SA, payable in June 2025 and June 2026.
No other matter or circumstance has arisen since 30 June 2024
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
Complii FinTech Solutions
Annual Report FY24 21
Directors’ report
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 outlines 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.
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 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
may 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 eco system,
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.
Complii FinTech Solutions
Annual Report FY24 22
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
and is accredited to industry standards (ISO/IEC 27001:2022)
and ensures that appropriate penetration testing and auditing
is carried out continuously, and certification is maintained.
Reliance on third party IT suppliers
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.
Loss of key personnel or skilled workers
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 dependent 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 help mitigate risk and ensure
the Company is on the front foot of any technology changes
required for any upcoming regulatory changes.
Directors’ report
Complii FinTech Solutions
Annual Report FY24 23
Mr Craig Mason
Executive Chairman
Qualifications
MSAA
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
Nil
Former directorships
(last 3 years)
Nil
Special
responsibilities
Nil
Interests in shares
38,000,000 Ordinary Shares
Interests in options
Nil
Interests in rights
32,000,000 Performance Rights
Ms Alison Sarich
Managing Director
Qualifications
AICD
Experience and
expertise
Alison has over 20 years’ experience
in the finance industry, including
custody, corporate actions and client
relationship management, having
held positions based in Australia and
the United Kingdom.
Other current
directorships
Nil
Former directorships
(last 3 years)
Nil
Special
responsibilities
Nil
Interests in shares
18,338,432 Ordinary Shares
Interests in options
Nil
Interests in rights
14,000,000 Performance Rights
Information on Directors
Directors’ report
Complii FinTech Solutions
Annual Report FY24 24
Mr Steuart Roe
Executive Director
Qualifications
B.Sc., MAppFin
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
Nil
Former directorships
(last 3 years)
Nil
Special
responsibilities
Nil
Interests in shares
16,079,812 Ordinary Shares
Interests in options
5,804,383 Tranche 2 Registry Direct
Options
Interests in rights
4,000,000 Performance Rights
Directors’ report
Mr Greg Gaunt
Non-Executive Director
Qualifications
B.Juris and LL.B
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
Nil
Former directorships
(last 3 years)
Nil
Special
responsibilities
Member of Nomination and
Remuneration Committee
Interests in shares
1,500,000 Ordinary Shares
Interests in options
Nil
Interests in rights
Nil
Information on Directors continued
Complii FinTech Solutions
Annual Report FY24 25
Mr Nick Prosser
Non-Executive Director
Qualifications
Dip Sec and Risk, AICD
Experience and
expertise
Nick is an experienced
FinTech specialist with over
20 years’ experience in the
internet, communications and
telecommunications 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.
Other current
directorships
Advance Health Intelligence (ASX: AHI)
since 18 April 2018 and appointed
interim Non-Executive Chairman of
the Advanced Human Imaging 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
Interests in options
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.
Directors’ report
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.
Information on Company Secretary
Information on Directors continued
Complii FinTech Solutions
Annual Report FY24 26
Directors’ report
Meetings of Directors
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 2024, and the number of meetings attended by each Director were:
Full Board
Nomination and
Remuneration Committee
Audit and Risk
Committee*
Attended
Held
Attended
Held
Attended
Held
Craig Mason
9
9
-
-
-
-
Alison Sarich
9
9
-
-
-
-
Steuart Roe
9
9
-
-
-
-
Greg Gaunt
9
9
2
2
-
-
Nick Prosser
9
9
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.
Complii FinTech Solutions
Annual Report FY24 27
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 James Green (Chairman - PrimaryMarkets), Ms Karla
Mallon (Chief Financial Officer), Ms Amanda Mark (Co-CEO
MIntegrity) (Appointed 4 September 2023) and Andrew Tait
(Co-CEO MIntegrity) (Appointed 4 September 2023).
The remuneration report is set out under the following main
headings:
›
Principles used to determine the nature
and amount of 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
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
›
Attracting and retaining high calibre Executives
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
›
Providing a clear structure for earning rewards
In accordance with best practice corporate governance, the
structure of Non-Executive Director and Executive Director
remuneration 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.
Directors’ report
Remuneration report (audited)
Complii FinTech Solutions
Annual Report FY24 28
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
›
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 shareholder 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
›
Steuart Roe
Executive Director
›
Greg Gaunt
Non-Executive Director
›
Nick Prosser
Non-Executive Director
›
Ian Kessell
Chief Operating Officer
›
James Green
Chairman - PrimaryMarkets
›
Karla Mallon
Chief Financial Officer
›
Amanda Mark
Co-CEO MIntegrity
(Appointed 4 September 2023)
›
Andrew Tait
Co-CEO MIntegrity
(Appointed 4 September 2023)
Directors’ report
Remuneration report (audited)
Complii FinTech Solutions
Annual Report FY24 29
30 June 2024
Short-term benefits
Post-
employment
benefits
Long-
term
benefits
Share-
based
payments
Cash
salary
and fees
$
Cash
bonus
$
Non-
monetary
$
Super-
annuation
$
Long
service
leave
$
Equity-
settled
$
Total
$
Non-Executive
Directors
Greg Gaunt
40,000
-
-
4,400
-
-
44,400
Nick Prosser*
-
-
-
4,400
-
40,000
44,400
Executive
Directors
Craig Mason*
350,000
-
-
-
-
169,764
519,764
Alison Sarich
275,000
-
-
30,250
-
65,231
370,481
Steuart Roe
252,349
-
-
27,758
-
72,412
352,519
Other Key
Management
Personnel
Ian Kessell
240,000
-
-
26,400
-
6,482
272,882
James Green
250,750
-
-
27,583
-
16,719
295,052
Karla Mallon
195,000
-
-
21,450
-
18,015
234,465
Amanda Mark**
206,731
-
-
22,740
-
21,400
250,871
Andrew Tait**
206,731
-
-
22,740
-
21,400
250,871
2,016,561
-
-
187,721
-
431,423
2,635,705
*
Included in the director’s remuneration are amounts payable in respect of accrued salary package
**
Appointed 4 September 2023
30 June 2023
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
$
Cash
bonus
$
Non-
monetary
$
Super-
annuation
$
Long
service
leave
$
Equity
settled
$
Total
$
Non-Executive
Directors
Greg Gaunt
40,000
-
-
4,200
-
-
44,200
Nick Prosser*****
-
-
-
3,801
-
36,199
40,000
Executive
Directors
Craig Mason*****
337,500
-
-
-
-
352,783
690,283
Alison Sarich
262,500
-
-
27,563
-
125,407
415,470
Gavin Solomon*
226,079
-
-
21,468
-
(13,294)
234,253
Steuart Roe**
228,537
-
-
23,996
-
163,188
415,721
Other Key
Management
Personnel
Ian Kessell
238,100
-
-
25,000
-
15,833
278,933
Marcus Ritchie***
212,645
-
-
21,137
-
(43,723)
190,059
James Green
240,947
-
-
25,299
-
27,537
293,783
Karla Mallon****
160,735
-
-
16,877
-
23,924
201,536
1,947,043
-
-
169,341
-
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.
Directors’ report
Remuneration report (audited)
Complii FinTech Solutions
Annual Report FY24 30
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
30 June
2024
30 June
2023
30 June
2024
30 June
2023
30 June
2024
30 June
2023
Non-Executive
Directors
Greg Gaunt
100%
100%
-
-
-
-
Nick Prosser
10%
9%
-
-
90%
91%
Executive
Directors
Craig Mason
67%
49%
-
-
33%
51%
Alison Sarich
82%
70%
-
-
18%
30%
Gavin Solomon*
-
106%
-
-
-
(6%)
Steuart Roe
79%
61%
-
-
21%
39%
Other Key
Management
Personnel
Ian Kessell
98%
94%
-
-
2%
6%
Marcus Ritchie**
-
123%
-
-
-
(23%)
James Green
94%
91%
-
-
6%
9%
Karla Mallon
92%
88%
-
-
8%
12%
Amanda Mark***
91%
-
-
-
9%
-
Andrew Tait***
91%
-
-
-
9%
-
Service agreements
Remuneration and other terms of employment for Executive KMP are formalised in service agreements. Details of these agreements are
as follows:
*
Ceased 1 March 2023
**
Resigned 12 May 2023
*** Appointed 4 September 2023
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.
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).
Other transactions with key management personnel and their related parties
There were no other transactions with key management personnel and their related parties apart from those disclosed above.
All transactions were made on normal commercial terms and conditions and at market rates.
Directors’ report
Remuneration report (audited)
Complii FinTech Solutions
Annual Report FY24 31
Ms
Alison Sarich
Managing Director
Agreement
commenced 10 December 2020
Term of
agreement
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.
Details
i
A base salary of $275,000 effective from 1 January 2023 (exclusive of superannuation).
ii
6,750,000 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)
Mr
Steuart Roe
Executive Director
Agreement
commenced 1 September 2022
Term of
agreement
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.
Details
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 have 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.
Details
i
A salary of $240,000 (exclusive of superannuation).
ii
4,000,000 Performance Rights issued 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).
Directors’ report
Remuneration report (audited)
Complii FinTech Solutions
Annual Report FY24 32
Mr
James Green
Chairman –
PrimaryMarkets
Agreement
commenced 3 November 2021
Term of
agreement
Termination by Company
The Company must either give Mr Green six 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.
Details
i
A salary of $255,000 (exclusive of directors’ fees and superannuation).
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).
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).
Ms
Amanda Mark
Co-CEO
MIntegrity
Agreement
commenced 4 September 2023
Term of
agreement
Termination by Company
The Company must either give Ms Mark three months’ written notice and, at the end of that
notice period, make a payment to Ms Mark equal to her salary over a three month period; or,
otherwise may terminate Ms Mark’s employment with immediate effect by paying her the
equivalent of her salary over a three month period.
Termination by Ms Mark
Ms Mark 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
Mark to do so; or, otherwise, by providing three months written notice to the Company.
Details
i
A salary of $250,000 (exclusive of superannuation).
ii
The agreement otherwise contains provisions considered standard for an agreement of its
nature (including representations and warranties and Confidentiality provisions).
Directors’ report
Remuneration report (audited)
Complii FinTech Solutions
Annual Report FY24 33
Mr
Andrew Tait
Co-CEO
MIntegrity
Agreement
commenced 4 September 2023
Term of
agreement
Termination by Company
The Company must either give Mr Tait three months’ written notice and, at the end of that notice
period, make a payment to Mr Tait equal to his salary over a three month period; or, otherwise
may terminate Mr Tait’s employment with immediate effect by paying him the equivalent of his
salary over a three month period.
Termination by Mr Tait
Mr Tait 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 Tait to do so; or, otherwise, by providing three months written notice to the Company.
Details
i
A salary of $250,000 (exclusive of superannuation).
ii
The agreement otherwise contains provisions considered standard for an agreement
of its nature (including representations and warranties and Confidentiality provisions).
Share-based compensation
Issue of shares
During the year ended 30 June 2024 ordinary shares issued
to Directors and Executive KMP as part of compensation are
as follows:
›
2,000,000 fully paid ordinary shares were issued to
Executive Director Steuart Roe on the exercise of
Performance Rights (Class N)
›
750,540 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 2023
›
500,000 fully paid ordinary shares were issued to KMP Karla
Mallon on the exercise of Performance Rights (Tranche 1)
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.
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 2024.
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 2024.
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 as 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. 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.
From 1 July 2023, the Company has agreed to pay Mr Prosser a
director fee of $40,000 excluding superannuation per year.
Directors’ report
Remuneration report (audited)
Complii FinTech Solutions
Annual Report FY24 34
Performance rights
Performance rights over ordinary shares issued to Directors
and Executive KMP as part of compensation that were
outstanding as at 30 June 2024 are as follows:
Issued in the year ended 30 June 2024
Craig
Mason
16,000,000 performance rights in November 2023
(4,000,000 Class S, 4,000,000 Class T, 4,000,000
Class U, 4,000,000 Class V)
Alison
Sarich
8,000,000 performance rights in November 2023
(2,000,000 Class S, 2,000,000 Class T, 2,000,000
Class U, 2,000,000 Class V)
Steuart
Roe
2,000,000 performance rights in November 2023
(1,000,000 Class S, 1,000,000 Class T)
Ian
Kessell
2,250,000 performance rights in November 2023
(750,000 Class S, 750,000 Class T, 750,000 Class U)
James
Green
2,300,000 performance rights in November 2023
(900,000 Class S, 900,000 Class T, 500,000 Class U)
Karla
Mallon
500,000 performance rights in November 2023
(500,000 Class T)
Amanda
Mark
3,000,000 performance rights in September 2023
(1,500,000 Class Q, 1,500,000 Class R)
Andrew
Tait
3,000,000 performance rights in September 2023
(1,500,000 Class Q, 1,500,000 Class R)
Issued in the year ended 30 June 2023
Craig
Mason
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)
Alison
Sarich
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)
Steuart
Roe
4,000,000 performance rights in October 2022
(2,000,000 Class N, 2,000,000 Class O)
2,000,000 Class N performance rights were
exercised during FY24.
Ian
Kessell
1,500,000 performance rights in October 2022
(750,000 Class J, 750,000 Class K)
James
Green
1,500,000 performance rights in October 2022
(500,000 Class J, 500,000 Class L, 500 000 Class P)
Marcus
Ritchie
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.
Karla
Mallon
2,000,000 performance rights in April 2023
(500,000 Tranche 1, 500,000 Tranche 2, 500,000
Class J, 500,000 Class K)
500,000 Tranche 1 performance rights were
exercised during FY24.
Issued in the year ended 30 June 2022
Gavin
Solomon
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.
James
Green
1,800,000 performance rights in November 2021
(900,000 Class F, 900,000 Class G).
900,000 Class F and 900,000 Class G
performance rights lapsed during FY24.
Marcus
Ritchie
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
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.
3,000,000 Class D, 3,000,000 Class F and
3,000,000 Class G performance rights lapsed
during FY24.
Alison
Sarich
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.
1,000,000 Class D, 1,000,000 Class F and
1,000,000 Class G performance rights lapsed
during FY24.
Ian
Kessell
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.
500,000 Class D, 500,000 Class F and 500,000
Class G performance rights lapsed during FY24.
Directors’ report
Remuneration report (audited)
Complii FinTech Solutions
Annual Report FY24 35
Additional information
The earnings of the consolidated entity for the five years to 30 June 2024 are summarised below:
2024
$
2023
$
2022
$
2021
$
2020
$
Sales revenue
8,081,265
7,934,160
8,642,969
2,024,663
1,169,875
Profit/(loss) after income tax
(10,215,666)
(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:
2024
2023
2022
2021
2020
Share price at financial year end ($)
0.02
0.04
0.08
0.06
-
Basic earnings per share (cents per share)
(1.80)
(1.05)
0.03
(2.38)
(18.72)
Diluted earnings per share (cents per share)
(1.80)
(1.05)
0.02
-
-
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:
Ordinary shares
Balance at the
start of the year
Received as
part of
remuneration
Received on
exercise of
options or rights
during the year
Other changes
during the year
Balance at
the end
of the year
Craig Mason
35,700,000
-
-
2,300,000
38,000,000
Alison Sarich
18,338,432
-
-
-
18,338,432
Steuart Roe
14,079,812
-
2,000,000
-
16,079,812
Greg Gaunt
1,500,000
-
-
-
1,500,000
Nick Prosser
11,226,023
750,540
-
-
11,976,563
Ian Kessell
1,373,334
-
-
-
1,373,334
James Green
13,728,210
-
-
-
13,728,210
Karla Mallon
-
-
500,000
-
500,000
Amanda Mark*
-
-
-
-
-
Andrew Tait*
-
-
-
-
-
95,945,811
750,540
2,500,000
2,300,000
101,496,351
* Appointed 4 September 2023
Directors’ report
Remuneration report (audited)
Complii FinTech Solutions
Annual Report FY24 36
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
Balance at the
start of the year
Granted as part
of remuneration
Exercised
Expired/
forfeited/other
Balance at the
end of the year
Craig Mason
5,220,527
-
-
(5,220,527)
-
Alison Sarich
3,852,250
-
-
(3,852,250)
-
Steuart Roe
5,804,383
-
-
-
5,804,383
Nick Prosser
2,889,020
-
-
(2,889,020)
-
Greg Gaunt
-
-
-
-
-
Ian Kessell
24,445
-
-
-
24,445
James Green
4,837,559
-
-
(4,837,559)
-
Karla Mallon
-
-
-
-
-
Amanda Mark*
-
-
-
-
-
Andrew Tait*
-
-
-
-
-
22,628,184
-
-
(16,799,356)
5,828,828
* Appointed 4 September 2023
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
Balance at the
start of the year
Granted as
remuneration
Exercised
Expired/
forfeited/other
Balance at the
end of the year
Craig Mason
25,000,000
16,000,000
-
(9,000,000)
32,000,000
Alison Sarich
9,000,000
8,000,000
-
(3,000,000)
14,000,000
Steuart Roe
4,000,000
2,000,000
(2,000,000)
-
4,000,000
Greg Gaunt
-
-
-
-
-
Nick Prosser
-
-
-
-
-
Ian Kessell
3,000,000
2,250,000
-
(1,500,000)
3,750,000
James Green
3,300,000
2,300,000
-
(1,800,000)
3,800,000
Karla Mallon
2,000,000
500,000
(500,000)
-
2,000,000
Amanda Mark*
-
3,000,000
-
-
3,000,000
Andrew Tait*
-
3,000,000
-
-
3,000,000
46,300,000
37,050,000
(2,500,000)
(15,300,000)
65,550,000
* Appointed 4 September 2023
This concludes the remuneration report, which has been audited.
Directors’ report
Remuneration report (audited)
Complii FinTech Solutions
Annual Report FY24 37
Shares under option
Unissued ordinary shares of Complii FinTech Solutions Ltd under option at the date of this report are as follows:
Grant date
Expiry date
Exercise price Number under option
31 August 2022
31 August 2024
$0.13
28,191,026
31 August 2022
31 August 2024
$0.13
2,775,413
30,966,439
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.
No options were exercised during the financial year 30 June 2024. (2023: 23,045,823 options were exercised during the financial year
raising the Company $1,152,291). 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:
Class
Grant date
Expiry date
Exercise price
Number under rights
Class J
26 October 2022
25 October 2027
$0.06
6,750,000
Class J
19 April 2023
17 April 2028
$0.04
500,000
Class K
26 October 2022
25 October 2027
$0.06
6,250,000
Class K
19 April 2023
17 April 2028
$0.04
500,000
Class L
26 October 2022
25 October 2027
$0.03
6,000,000
Class M
26 October 2022
25 October 2027
$0.03
5,500,000
Class O
26 October 2022
25 October 2027
$0.06
2,000,000
Class P
26 October 2022
25 October 2027
$0.06
500,000
Class Q
4 September 2023
3 September 2028
$0.04
3,000,000
Class R
4 September 2023
3 September 2028
$0.04
3,000,000
Class S
28 November 2023
27 November 2028
$0.00
8,650,000
Class T
28 November 2023
27 November 2028
$0.00
9,150,000
Class U
28 November 2023
27 November 2028
$0.00
7,250,000
Class V
28 November 2023
27 November 2028
$0.00
6,000,000
Tranche 2
19 April 2023
17 April 2028
$0.04
500,000
Employee Performance Rights CF1PR1
21 September 2022
21 September 2024
$0.00
858,562
Employee Performance Rights
28 November 2023
1 December 2025
$0.00
5,074,148
71,482,710
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.
Directors’ report
Complii FinTech Solutions
Annual Report FY24 38
Shares issued on the exercise of options
There were no ordinary shares of Complii FinTech Solutions
Ltd issued on the exercise of options during the year ended 30
June 2024 and up to the date of this report.
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
16 September 2021
$0.00
516,225
21 September 2022
$0.00
771,940
26 October 2022
$0.06
2,000,000
19 April 2023
$0.04
500,000
3,788,165
Indemnity and insurance of officers
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.
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 32 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 32 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.
Directors’ report
Complii FinTech Solutions
Annual Report FY24 39
Mr Craig Mason
Executive Chairman
26 August 2024
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
Directors’ report
To the Board of Directors,
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001
As lead audit director for the audit of the financial statements of Complii FinTech Solutions Ltd for the year
ended 30 June 2024, 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 26th day of August 2024
Perth, Western Australia
FINANCIAL REPORT
Complii FinTech Solutions
Annual Report FY24 42
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 26 August 2024.
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
Complii FinTech Solutions
Annual Report FY24 43
Financial report
Statement of profit or loss and other comprehensive income
for the year ended 30 June 2024
Note
Consolidated
30 June
2024
$
30 June
2023
Restated
$
Revenue and other
income
Revenue from continuing operations
4
6,321,199
6,687,374
Research and development grant
1,038,109
1,999,785
Other income
5
89,052
161,714
Expenses
Consulting fees
(757,092)
(903,560)
Corporate secretarial fees
(59,857)
(105,009)
Employee benefits expense
6
(7,254,906)
(6,512,080)
Legal expenses
(130,098)
(210,296)
Depreciation and amortisation expense
6
(856,474)
(1,254,038)
Impairment of assets
-
(1,816,050)
Adjustment to contingent consideration
60,000
-
Licensing fees
(942,958)
(1,147,352)
Security costs
(172,485)
(30,534)
Other expenses
6
(1,498,749)
(2,016,025)
Finance costs
6
(26,092)
(33,555)
Cost of sales
-
(5,750)
Occupancy
(2,889)
(38,338)
Professional fees
(94,206)
(124,444)
Share based payments expense
6
(512,075)
(756,199)
Other employment expenses
(395,632)
(280,782)
Travel and entertainment
(71,797)
(71,878)
Loss before income tax benefit from continuing operations
(5,266,950)
(6,457,017)
Income tax benefit
7
-
1,469,028
Loss after income tax benefit from continuing operations
(5,266,950)
(4,987,989)
Loss after income tax benefit from discontinued operations
8
(4,948,716)
(460,717)
Loss after income tax benefit for the year attributable to the owners of
Complii FinTech Solutions Ltd
28
(10,215,666)
(5,448,706)
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
(15,885)
(33,618)
Other comprehensive loss for the year, net of tax
(15,885)
(33,618)
Total comprehensive loss for the year attributable to the owners of
Complii FinTech Solutions Ltd
(10,231,551)
(5,482,324)
Total
comprehensive
loss for the year is
attributable to:
Continuing operations
(5,282,835)
(5,021,606)
Discontinued operations
(4,948,716)
(460,718)
(10,231,551)
(5,482,324)
Complii FinTech Solutions
Annual Report FY24 44
Financial report
Statement of profit or loss and other comprehensive income
for the year ended 30 June 2024
Note
Consolidated
30 June
2024
cents
30 June
2023
Restated
cents
Earnings per share for loss from continuing operations
attributable to the owners of Complii FinTech Solutions Ltd
Basic earnings per share
40
(0.93)
(0.96)
Diluted earnings per share
40
(0.93)
(0.96)
Earnings per share for loss from discontinued operations
attributable to the owners of Complii FinTech Solutions Ltd
Basic earnings per share
40
(0.87)
(0.09)
Diluted earnings per share
40
(0.87)
(0.09)
Earnings per share for loss attributable to the owners of
Complii FinTech Solutions Ltd
Basic earnings per share
40
(1.80)
(1.05)
Diluted earnings per share
40
(1.80)
(1.05)
^ Amounts have been restated to separately show those operations classified as discontinued in the current year as detailed in note 8 Discontinued operations.
Complii FinTech Solutions
Annual Report FY24 45
Statement of financial position
As at 30 June 2024
Financial report
Note
Consolidated
30 June 2024
30 June 2023
Assets
Current assets
Cash and cash equivalents
9
1,944,662
5,796,052
Trade and other receivables
10
501,407
443,831
Other assets
11
259,027
299,676
2,705,096
6,539,559
Assets of disposal groups classified as held for sale
12
7,702,021
-
Total current assets
10,407,117
6,539,559
Non-current
assets
Financial assets
89,704
74,704
Property, plant and equipment
13
27,301
49,682
Right-of-use assets
14
192,728
451,572
Intangible assets
15
5,096,544
11,596,686
Deposits
16
155,244
226,992
Total non-current assets
5,561,521
12,399,636
Total assets
15,968,638
18,939,195
Liabilities
Current liabilities
Trade and other payables
17
3,262,814
1,210,236
Lease liabilities
18
205,260
277,077
Provisions
19
569,395
664,333
Financial liabilities
20
188,148
172,697
4,225,617
2,324,343
Liabilities of disposal groups classified
as held for sale
21
4,387,021
-
Total current liabilities
8,612,638
2,324,343
Non-current
liabilities
Lease liabilities
22
4,893
197,376
Provisions
24
132,662
150,364
Contingent consideration
25
75,000
-
Total non-current liabilities
212,555
347,740
Total liabilities
8,825,193
2,672,083
Net assets
7,143,445
16,267,112
Equity
Issued capital
26
31,135,762
30,325,617
Reserves
27
2,839,765
2,557,911
Accumulated losses
28
(26,832,082)
(16,616,416)
Total equity
7,143,445
16,267,112
Complii FinTech Solutions
Annual Report FY24 46
Statement of changes in equity
for the year ended 30 June 2024
Financial report
Consolidated
Issued
capital
$
Share
Based
Payments
Reserve
$
Financial
Assets
at FVOCI
Reserve
$
Accumu-
lated
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 benefit for the year
-
-
-
(5,448,706)
(5,448,706)
Other comprehensive loss for the year, net of tax
-
-
(33,618)
-
(33,618)
Total comprehensive loss for the year
-
-
(33,618)
(5,448,706)
(5,482,324)
Performance Rights exercised during the year
697,500
(697,500)
-
-
-
Transactions with
owners in their
capacity as owners
Share-based payments (note 41)
-
756,199
-
-
756,199
Shares issued during the year in lieu of
director fees
27,149
-
-
-
27,149
Shares issued during the year on the
exercise of options
1,152,291
-
-
-
1,152,291
Shares issued during the year as part of
the Registry Direct acquisition
7,896,412
-
-
-
7,896,412
Options issued during the year as part
of the Registry Direct acquisition
-
828,023
-
-
828,023
Shares issued as consideration to MST
Financial Services Pty Ltd for Registry
Direct acquisition
125,000
-
-
-
125,000
Balance at 30 June 2023
30,325,617
2,678,285
(120,374)
(16,616,416)
16,267,112
Consolidated
Issued
capital
$
Share
Based
Payments
Reserve
$
Financial
Assets
at FVOCI
Reserve
$
Accumu-
lated
Losses
$
Total
equity
$
Balance at 1 July 2023
30,325,617
2,678,285
(120,374)
(16,616,416)
16,267,112
Loss after income tax expense for the year
-
-
-
(10,215,666)
(10,215,666)
Other comprehensive loss for the year, net of tax
-
-
(15,885)
-
(15,885)
Total comprehensive loss for the year
-
-
(15,885)
(10,215,666)
(10,231,551)
Transactions with
owners in their
capacity as owners
Shares issued during the year
in lieu of director fees
40,809
-
-
-
40,809
Shares issued during the year
in lieu of consultancy fees
35,000
-
-
-
35,000
Shares issued during the year
as part of the MIntegrity acquisition
520,000
-
-
-
520,000
Share Based Payment Expense
(note 26)
-
512,075
-
-
512,075
Performance rights exercised
during the year (note 26)
214,336
(214,336)
-
-
-
Balance at 30 June 2024
31,135,762
2,976,024
(136,259)
(26,832,082)
7,143,445
Complii FinTech Solutions
Annual Report FY24 47
Statement of cash flows
for the year ended 30 June 2024
Financial report
Note
Consolidated
30 June
2024
$
30 June
2023
$
Cash flows
from operating
activities
Receipts from customers (inclusive of GST)
8,592,621
8,555,287
Payments to suppliers and employees (inclusive of GST)
(13,108,041) (13,045,649)
Research and development tax incentive
1,339,827
2,386,298
Interest received
78,780
146,971
Interest and other finance costs paid
(15,705)
(28,123)
Chess Replacement Partnership Program Rebate
-
275,000
Net cash used in operating activities
39
(3,112,518)
(1,710,216)
Cash flows
from investing
activities
Acquisition of subsidiary, net of cash acquired
36
(179,895)
1,452,041
Payments for investments
(294,595)
(1,593)
Payments for property, plant and equipment
13
(7,071)
(39,669)
Payments for term deposits
(150,201)
(5,442,087)
Proceeds from disposal of business
-
1
Proceeds from disposal of investment property
293,626
-
Proceeds from release of term deposits
150,201
5,268,786
Net cash from/(used in) investing activities
(187,935)
1,237,479
Cash flows
from financing
activities
Proceeds from exercise of options (net of costs)
-
1,128,683
Payments for share buy-backs
(1,305)
(18,362)
Interest and other finance costs paid
-
(424)
Repayment of borrowings
(225,130)
(290,776)
Repayment of lease liabilities
(308,396)
(282,650)
Net cash from/(used in) financing activities
(534,831)
536,471
Net increase/(decrease) in cash and cash equivalents
(3,835,284)
63,734
Cash and cash equivalents at the beginning of the financial year
5,796,052
5,736,421
Effects of exchange rate changes on cash and cash equivalents
(10,412)
(4,103)
Cash and cash equivalents at the end of the financial year
9
1,950,356
5,796,052
Complii FinTech Solutions
Annual Report FY24 48
for the year ended 30 June 2024
Notes to the financial statements
Note 1 Material accounting policy
information
The accounting policies that are material to the consolidated
entity are set out below. The accounting policies adopted are
consistent with those of the previous financial year, 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 from
continuing operations of $5,266,950 (2023: loss before income tax
benefit from continuing operations of $6,457,017) and experienced
net cash outflows from operating activities of $3,112,518 (2023:
outflows of $1,710,216). As at 30 June 2024, the Group had cash
and cash equivalents of $1,950,356 (2023: $5,796,052).
The Directors believe that the Group will be able to continue as a
going concern after considering the following factors:
›
On 26 August 2024, the Group announced that it had entered
into a binding Share Sale Agreement with Mr Roe to sell
its Registry Direct business. The Board is confident in the
successful divestment of Registry Direct, the receipt of funds
for the sale and the ongoing services agreement (SA). The
transaction consideration will consist of:
a a deposit of $100,000 received from Mr Roe on execution of
the binding Share Sale Agreement.
b a payment of $3,750,000 by Mr Roe (and/or entities
associated with him) to Complii upon completion. The
payment consists of $3,250,000 being the sale price
proceeds (minus the deposit), together with a $500,000
service fee pursuant to a services agreement (SA) to be
entered into whereby Complii will continue to provide
administration services to Registry Direct; and
c two further payments of $500,000 each for service fees
under the SA, payable in June 2025 and June 2026.
›
The ability of the group to receive R&D rebate, for which
the company has a successful history of doing so;
›
Recognising that the priority of the Board and
management remains revenue growth and cost
management. Our focus during FY24 was on cost
reduction, operational efficiency, integration of the
businesses and cross-selling opportunities. The results of
which will be more evident in FY25.
The Directors have prepared a cash flow forecast which
indicates that the consolidated entity will have sufficient
cash flows to meet all commitments and working capital
requirements for the 12 month period following the signing of
this financial report.
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.
Critical accounting estimates
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 35.
Complii FinTech Solutions
Annual Report FY24 49
Note 1 continued
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 2024 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.
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.
for the year ended 30 June 2024
Notes to the financial statements
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.
Complii FinTech Solutions
Annual Report FY24 50
Note 1 continued
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
the customer simultaneously receives and consumes
the benefits provided by the Group’s performance as the
Group performs;
ii
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.
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.
for the year ended 30 June 2024
Notes to the financial statements
Complii FinTech Solutions
Annual Report FY24 51
Note 1 continued
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.
Discontinued operations
A discontinued operation is a component of the consolidated
entity that has been disposed of or is classified as held for
sale and that represents a separate major line of business or
geographical area of operations, is part of a single co-ordinated
plan to dispose of such a line of business or area of operations,
or is a subsidiary acquired exclusively with a view to resale. The
results of discontinued operations are presented separately
on the face of the statement of profit or loss and other
comprehensive income.
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.
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.
Non-current assets or disposal groups
classified as held for sale
Non-current assets and assets of disposal groups are classified
as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through
continued use. They are measured at the lower of their
carrying amount and fair value less costs of disposal. For non-
current assets or assets of disposal groups to be classified as
held for sale, they must be available for immediate sale in their
present condition and their sale must be highly probable.
An impairment loss is recognised for any initial or subsequent
write down of the non-current assets and assets of disposal
groups to fair value less costs of disposal. A gain is recognised for
any subsequent increases in fair value less costs of disposal of a
non-current assets and assets of disposal groups, but not in excess
of any cumulative impairment loss previously recognised.
Non-current assets are not depreciated or amortised while
they are classified as held for sale. Interest and other expenses
attributable to the liabilities of assets held for sale continue to
be recognised.
for the year ended 30 June 2024
Notes to the financial statements
Complii FinTech Solutions
Annual Report FY24 52
Note 1 continued
Non-current assets classified as held for sale and the assets
of disposal groups classified as held for sale are presented
separately on the face of the statement of financial position,
in current assets. The liabilities of disposal groups classified
as held for sale are presented separately on the face of the
statement of financial position, in current liabilities.
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, its
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
for the year ended 30 June 2024
Notes to the financial statements
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.
Property, plant and equipment
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
2.5 years
Plant and equipment
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.
Complii FinTech Solutions
Annual Report FY24 53
Note 1 continued
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
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
for the year ended 30 June 2024
Notes to the financial statements
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.
Patents and trademarks
Significant costs associated with patents and trademarks are
deferred and amortised on a straight-line basis over the period
of their expected benefit, being their finite life of 10 years.
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.
Preliminary expenses
Costs in relation to preliminary expenses are capitalised as an
asset and amortised on a straight-line basis over the period of
their expected benefit.
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.
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.
Complii FinTech Solutions
Annual Report FY24 54
Note 1 continued
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
for the year ended 30 June 2024
Notes to the financial statements
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
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.
Complii FinTech Solutions
Annual Report FY24 55
Note 1 continued
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.
for the year ended 30 June 2024
Notes to the financial statements
Complii FinTech Solutions
Annual Report FY24 56
Note 1 continued
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 2024. The
consolidated entity has not yet assessed the impact of these
new or amended Accounting Standards and Interpretations.
for the year ended 30 June 2024
Notes to the financial statements
Complii FinTech Solutions
Annual Report FY24 57
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.
for the year ended 30 June 2024
Notes to the financial statements
Complii FinTech Solutions
Annual Report FY24 58
Note 2 continued
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.
for the year ended 30 June 2024
Notes to the financial statements
Complii FinTech Solutions
Annual Report FY24 59
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
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 and the ‘MIntegrity’ segment, the compliance consulting 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.
Operating segment information
Consolidated - 30 June 2024
Complii
$
Primary
Markets
$
Advisor
Solutions
Groups
$
Registry
Direct*
$
MIntegrity
$
Total
$
Revenue
Revenue from contracts with
customers
2,662,944
2,090,641
188,896
1,699,521
1,026,590
7,668,592
Other revenue
352,128
-
-
60,545
-
412,673
Sundry income
10,455
1,000
-
-
-
11,455
Interest income
76,265
1,332
-
-
-
77,597
Total revenue
3,101,792
2,092,973
188,896
1,760,066
1,026,590
8,170,317
Assets
Segment assets
25,390,822
10,441,752
214,866
7,702,021
801,337
44,550,798
Intersegment eliminations
(28,582,160)
Total assets
15,968,638
Liabilities
Segment liabilities
22,317,536
443,203
167,978
4,387,021
855,761
28,171,499
Intersegment eliminations
(19,346,306)
Total liabilities
8,825,193
*
Relates to discontinued operations. Refer to note 8.
for the year ended 30 June 2024
Notes to the financial statements
Complii FinTech Solutions
Annual Report FY24 60
Note 3 continued
Consolidated - 30 June 2023
Complii
$
Primary
Markets
$
Advisor
Solutions
Groups
$
Registry
Direct*
$
Total
$
Revenue
Revenue from contracts with customers
2,858,481
3,281,869
196,299
1,207,933
7,544,582
Other revenue
348,606
2,197
150
38,853
389,806
Sundry income
15,000
(1,593)
-
250,000
263,407
Interest income
146,413
1,667
-
73
148,153
Total revenue
3,368,500
3,284,140
196,449
1,496,859
8,345,948
Assets
Segment assets
6,717,544
5,835,483
190,154
3,996,689
16,739,870
Intersegment eliminations
2,199,325
Total assets
18,939,195
Liabilities
Segment liabilities
8,644,603
(4,392,498)
119,498
4,457,409
8,829,012
Intersegment eliminations
(6,156,929)
Total liabilities
2,672,083
*
Relates to discontinued operations. Refer to note 8.
for the year ended 30 June 2024
Notes to the financial statements
Note 4 Revenue
From continuing operations
Consolidated
30 June
2024
$
30 June 2023
(Restated)
$
Revenue from contracts
with customers
Licence fees (recurring)
2,234,844
2,033,376
Service fees (recurring and trading)
3,734,227
4,303,273
5,969,071
6,336,649
Other revenue
Other revenue
352,128
350,725
Revenue from continuing operations
6,321,199
6,687,374
Note 5 Other income
Consolidated
30 June
2024
$
30 June 2023
(Restated)
$
Other income
11,455
13,634
Interest income
77,597
148,080
89,052
161,714
Complii FinTech Solutions
Annual Report FY24 61
for the year ended 30 June 2024
Notes to the financial statements
Loss before income tax from continuing operations includes the following specific expenses:
Consolidated
30 June
2024
$
30 June 2023
(Restated)
$
Depreciation
Leasehold improvements
166
165
Plant and equipment
16,890
23,930
Right-of-use assets
244,409
242,836
Total depreciation
261,465
266,931
Amortisation
Platform & Software Development
497,894
830,054
Customer relationships
89,906
149,844
Licence Establishment
7,209
7,209
Total amortisation
595,009
987,107
Total depreciation and amortisation
856,474
1,254,038
Impairment
Goodwill
-
1,798,446
Platform and Software Development
-
17,604
Total impairment
-
1,816,050
Employee
benefits
expense
Directors fees
588,903
232,096
Increase in employee benefits provisions
147,296
96,991
Superannuation expenses
654,480
554,924
Wages and salaries
5,501,154
5,183,243
Payroll tax expense
338,473
280,128
Other employment related costs
24,600
164,698
7,254,906
6,512,080
Other
expenses
Professional advisor and legal costs
199,948
639,029
Advertising and promotion
444,799
501,323
Software and development
240,721
317,532
Bad debt
201,244
31,507
Loss on disposal of Helmsec Global Capital Pty Ltd
-
317
Insurance
229,205
292,052
Other
182,832
234,265
1,498,749
2,016,025
Finance costs
Interest and finance charges paid/payable on lease liabilities
16,973
26,420
Interest expense on insurance funding
9,091
7,184
Other finance costs
28
(49)
Finance costs expensed
26,092
33,555
Share-based payments expense
512,075
756,199
Note 6 Expenses
Complii FinTech Solutions
Annual Report FY24 62
for the year ended 30 June 2024
Notes to the financial statements
Consolidated
30 June 2024
$
30 June 2023
$
Income tax benefit is
attributable to
Loss from continuing operations
(1,663,270)
(1,469,028)
Numerical reconciliation of
income tax benefit and tax
at the statutory rate
Loss before income tax benefit from continuing operations
(5,266,950)
(6,457,017)
Loss before income tax benefit from discontinued operations
(5,316,914)
(460,717)
(10,583,864)
(6,917,734)
Tax at the statutory tax rate of 25%
(2,645,966)
(1,729,434)
Tax effect amounts which
are not deductible/
(taxable) in calculating
taxable income
Impairment of goodwill
1,152,590
454,012
Non-deductible expenses
165,063
303,425
Non-assessable income
334,957
(596,574)
Temporary differences not recognised
-
99,543
Income tax benefit
(1,663,270)
(1,469,028)
Deferred tax assets not recognised
Consolidated
30 June 2024
$
30 June 2023
$
Deferred tax assets not
recognised comprises
temporary differences
attributable to
Employee benefits
288,099
248,438
Accrued expenses
31,545
50,748
Other provisions
1,139
6,875
Right of use asset/AASB 16 lease liability
(1,031)
3,919
Capital raising costs
(97,928)
13,472
Tax losses
9,166,565
7,903,438
Total deferred tax assets not recognised
9,388,389
8,226,890
Set-off deferred liabilities pursuant to set-off provisions
(81,610)
1,385,797
Less deferred tax assets not recognised
9,469,999
6,841,094
Net deferred tax assets
-
-
Deferred tax liabilities not recognised
Consolidated
30 June 2024
$
30 June 2023
$
The balance comprises
temporary differences
attributable to
Plant and equipment
(150,353)
(166,422)
Prepayments
68,743
74,919
Accrued Income
-
8,272
DTL in relation to acquisition of intangibles
-
1,469,028
Total deferred tax liabilities
(81,610)
1,385,797
Note 7 Income tax benefit
Complii FinTech Solutions
Annual Report FY24 63
for the year ended 30 June 2024
Notes to the financial statements
Note 7 continued
Potential deferred tax assets attributable to tax losses have
not been brought to account at 30 June 2024 because the
Directors do not believe it is appropriate to regard realisation of
the deferred tax assets as probable at this point in time, These
benefits will only be obtained if:
i
the Group derives future assessable income of a nature
and of an amount sufficient to enable the benefit from the
deductions for the loss to be realised;
ii
the Company continues to comply with conditions for
deductibility imposed by law; and
iii no changes in tax legislation adversely affect the Group in
realising the benefit from the deductions for the loss.
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 $36,666,261 (2023:
$29,132,608) 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.
Note 8 Discontinued operations
Description
On 26 August 2024 the consolidated entity announced that
it has entered into a binding Share Sale Agreement to sell its
Registry Direct business unit, which is expected to complete in
1H FY25. The business unit will be acquired by Mr Steuart Roe
(and/or entities associated with him), the Founder and CEO of
Registry Direct, in a Management Buy-Out.
The proposed transaction will be subject to approval by
Complii shareholders pursuant to ASX Listing Rule 10.1 at a
general meeting (date to be announced).
The transaction consideration will be as follows:
a
a deposit of $100,000 received from Mr Roe on execution of
the binding Share Sale Agreement.
b a payment of $3,750,000 by Mr Roe (and/or entities
associated with him) to Complii upon completion.
The payment consists of $3,250,000 being the sale price
proceeds (minus the deposit), together with a $500,000
service fee pursuant to a services agreement (SA) to be
entered into whereby Complii will continue to provide
administration services to Registry Direct; and
c two further payments of $500,000 each for service fees
under the SA, payable in June 2025 and June 2026.
Complii FinTech Solutions
Annual Report FY24 64
for the year ended 30 June 2024
Notes to the financial statements
Note 8 continued
The transaction is expected to complete subsequent to
30 June 2024 with Registry Direct being classified as
discontinued operations. The results of Registry Direct
for the year are presented below:
Financial performance
information
Consolidated
30 June
2024
$
30 June
2023
$
Service fees
(recurring and trading)
1,699,521
1,207,933
Other revenue
60,545
38,853
Total revenue
1,760,066
1,246,786
Other income
-
250,000
Interest income
-
74
Research and development grant
301,718
386,513
Total other income
301,718
636,587
Cost of Sales
(97,771)
(58,079)
Consulting fees
(455)
(94,045)
Depreciation and amortisation
(412,509)
(344,701)
Employment costs
(1,503,847)
(1,396,270)
Legal expenses
(10,801)
(1,080)
Occupancy costs
(1,460)
(8,500)
Professional fees
(34,555)
(15,939)
Other Employment Costs
(378,687)
(159,851)
Travel and Entertainment
(18,270)
(11,190)
Security expenses
(16,146)
-
Other expenses
(282,592)
(245,967)
Impairment
(4,610,361)
-
Finance costs
(11,244)
(8,468)
Total expenses
(7,378,698)
(2,344,090)
Loss before income tax benefit
(5,316,914)
(460,717)
Income tax benefit
368,198
-
Loss after income tax benefit
from discontinued operations
(4,948,716)
(460,717)
Cash flow information
Consolidated
30 June
2024
$
30 June
2023
$
Net cash used in
operating activities
(105,134)
(1,411,818)
Net cash from/(used in)
investing activities
(4,297,725)
3,952,834
Net cash used in financing
activities
(46,893)
(30,800)
Net increase/(decrease) in cash
and cash equivalents from
discontinued operations
(4,449,752)
2,510,216
Carrying amounts of assets and
liabilities disposed
Consolidated
30 June
2024
$
Cash and cash equivalents
5,694
Trade and other receivables
192,458
Other current assets
5,384,674
Property, plant and equipment
6,716
Intangibles
2,102,377
Other non-current assets
10,102
Total assets
7,702,021
Trade and other payables
364,724
Provisions
117,231
Other liabilities
3,905,066
Total liabilities
4,387,021
Net assets
3,315,000
Write-down of the carrying amount of the assets in the
disposal group
In accordance with AASB 5 Non-current Assets Held for Sale
and Discontinued Operations, an entity shall measure a non-
current asset (or disposal group) classified as held for sale at
the lower of its carrying amount and fair value less costs to sell.
An impairment loss of $4,610,361 was recognised to reduce
the carrying amount of the non-current assets held for sale to
fair value less costs to sell. This was recognised in discontinued
operations in the statement of profit or loss.
Complii FinTech Solutions
Annual Report FY24 65
for the year ended 30 June 2024
Notes to the financial statements
Note 9 Current assets – cash
and cash equivalents
Consolidated
30 June
2024
$
30 June
2023
$
Cash at bank
1,944,662
1,796,052
Term deposit
-
4,000,000
1,944,662
5,796,052
Reconciliation to cash and cash equivalents at the end of
the financial year
The above figures are reconciled to cash and cash equivalents
at the end of the financial year as shown in the statement of
cash flows as follows:
Consolidated
30 June
2024
$
30 June
2023
$
Balances as above
1,944,662
5,796,052
Cash and cash equivalents -
classified as held for sale (note 12)
5,694
-
Balance as per statement of cash
flows
1,950,356
5,796,052
Note 10 Current assets – trade
and other receivables
Consolidated
30 June
2024
$
30 June
2023
$
Trade receivables
495,275
427,911
Other receivables
10,688
10,333
Accrued Revenue
-
31,904
Provision for Doubtful Debts
(4,556)
(27,500)
Interest receivable
-
1,183
501,407
443,831
Allowance for expected credit losses
The ageing of the receivables and allowance for expected
credit losses provided for above are as follows:
Consolidated
30 June
2024
$
30 June
2023
$
Not overdue
173,908
272,485
0 to 3 months overdue
282,215
87,622
3 to 6 months overdue
39,152
67,804
495,275
427,911
Note 11 Current assets – other
Consolidated
30 June
2024
$
30 June
2023
$
Prepayments
259,027
299,676
Note 12 Current assets –
assets of disposal groups
classified as held for sale
Consolidated
30 June
2024
$
Cash and cash equivalents
5,694
Trade and other receivables
192,458
Loan with Complii Pty Ltd
5,318,536
Loan with PrimaryMarkets Pty Ltd
26,975
Other current assets
39,163
Property, plant and equipment
6,716
Intangibles
2,102,377
Right-of-use asset
10,102
7,702,021
Refer to note 8 for further information.
Complii FinTech Solutions
Annual Report FY24 66
for the year ended 30 June 2024
Notes to the financial statements
Note 13 Non-current assets – property,
plant and equipment
Consolidated
30 June
2024
$
30 June
2023
$
Leasehold improvements - at cost
6,628
6,628
Less: Accumulated depreciation
(825)
(659)
5,803
5,969
Plant and equipment - at cost
181,701
178,696
Less: Accumulated depreciation
(160,203)
(134,983)
21,498
43,713
27,301
49,682
Reconciliations
Reconciliations of the written down values at the beginning and
end of the current financial year are set out below:
Consolidated
Leasehold
improve-
ments
$
Plant and
Equipment
$
Total
$
Balance at
1 July 2023
5,969
43,713
49,682
Additions
-
7,853
7,853
Classified as held
for sale
-
(6,716)
(6,716)
Discontinued
depreciation
-
(6,462)
(6,462)
Depreciation
expense
(166)
(16,890)
(17,056)
Balance at
30 June 2024
5,803
21,498
27,301
Note 14 Non-current assets –
right-of-use assets
Consolidated
30 June
2024
$
30 June
2023
$
Right-of-use asset
716,738
793,438
Less: Accumulated depreciation
(524,010)
(341,866)
192,728
451,572
The consolidated entity leases 3 offices under agreements
of between 2 to 3 years with options to extend. The leases
terminate 30 September 2024, 31 March 2025 and
30 September 2025.
Reconciliations
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 2023
451,572
451,572
Additions
36,119
36,119
Classified as held for sale
(10,102)
(10,102)
Discontinued depreciation
(40,452)
(40,452)
Depreciation expense
(244,409)
(244,409)
Balance at 30 June 2024
192,728
192,728
Complii FinTech Solutions
Annual Report FY24 67
for the year ended 30 June 2024
Notes to the financial statements
Note 15 Non-current assets –
intangibles
Consolidated
30 June
2024
$
30 June
2023
$
Goodwill - at cost
2,597,009
8,155,690
Less: Impairment
(1,798,446)
(1,798,446)
798,563
6,357,244
Platform and Software
Development - at cost
6,453,220
9,150,286
Less: Accumulated amortisation
(2,803,384)
(4,649,666)
Less: Impairment
(17,604)
(17,604)
3,632,232
4,483,016
Patents and trademarks - at cost
8,065
-
Less: Accumulated amortisation
(1,627)
-
6,438
-
Customer relationships - at cost
899,061
899,061
Less: Accumulated amortisation
(239,750)
(149,844)
659,311
749,217
Preliminary expenses
3,412
-
Less: Accumulated amortisation
(3,412)
-
-
-
Licence Establishment- at cost
28,837
28,837
Less: Accumulated amortisation
(28,837)
(21,628)
-
7,209
5,096,544
11,596,686
Complii FinTech Solutions
Annual Report FY24 68
for the year ended 30 June 2024
Notes to the financial statements
Note 15 continued
Reconciliations
Reconciliations of the written down values at the beginning
and end of the current financial year are set out below:
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;
›
FY25 per projected revenue and FY26 to FY29 7% per
annum projected revenue growth rate;
›
FY25 per projected revenue and FY26 to FY29 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 7% revenue growth rate is
prudent and justified, based on the current increase in trading
volumes and activity in the market.
There were no other key assumptions.
Based on the above, the recoverable amount of the
PrimaryMarkets intangible assets exceeded the carrying
amount by $733,098.
Consolidated
Goodwill
$
Platform &
Software
Development
$
Patents and
trademarks
$
Customer
Relationships
$
Licence
Establishment
$
Total
$
Balance at 1 July 2023
6,357,244
4,483,016
-
749,217
7,209
11,596,686
Additions through acquisition
of MIntegrity
798,563
-
6,438
-
-
805,001
Deferred tax liability on
Registry Direct acquisition
368,198
-
-
-
-
368,198
Reallocation of intangibles*
(1,270,431)
809,094
-
461,337
-
-
Classified as held for sale
(5,455,011)
(880,968)
-
(376,759)
-
(6,712,738)
Discontinued amortisation
-
(281,016)
-
(84,578)
-
(365,594)
Amortisation expense
-
(497,894)
-
(89,906)
(7,209)
(595,009)
Balance at 30 June 2024
798,563
3,632,232
6,438
659,311
-
5,096,544
*
This relates to finalisation of the purchase price allocation of Registry Direct. Refer to note 36.
Impairment testing
Goodwill acquired through business combinations have been
allocated to the following cash-generating units:
Consolidated
2024
$
30 June
2023
$
Registry Direct*
-
6,357,244
MIntegrity
798,563
-
798,563
6,357,244
*
Registry Direct is classified as discontinued operation. See note 8.
PrimaryMarkets
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.
Complii FinTech Solutions
Annual Report FY24 69
for the year ended 30 June 2024
Notes to the financial statements
Note 16 Non-current assets –
Deposits
Consolidated
30 June
2024
$
30 June
2023
$
Security Deposit
155,244
226,992
Security deposits represent two security deposits for office
spaces rented. On termination or cancellation of the rental
contracts the deposits will be refunded.
Note 17 Current liabilities –
trade and other payables
Consolidated
30 June
2024
$
30 June
2023
$
Trade payables
948,557
382,099
Employment related payables
361,187
403,623
Accruals
165,278
243,398
Unearned revenue
232,096
59,975
Other payables
1,555,696
121,141
3,262,814
1,210,236
Refer to note 30 for further information on financial
instruments.
Note 18 Current liabilities –
lease liabilities
Consolidated
30 June
2024
$
30 June
2023
$
Lease liability
205,260
277,077
Refer to note 30 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 2024, 31 March 2025 and 30
September 2025.
Note 19 Current liabilities –
employee benefits
Consolidated
30 June
2024
$
30 June
2023
$
Annual leave
429,152
523,341
Long service leave
140,243
140,992
569,395
664,333
Note 20 Current liabilities –
financial liabilities
Consolidated
30 June
2024
$
30 June
2023
$
Premium Funding
188,148
172,697
Note 21 Current liabilities –
Liabilities of disposal groups
classified as held for sale
Consolidated
30 June
2024
$
Trade payables
189,968
Other payables
33,887
Loan with Complii FinTech Solutions Ltd
3,846,502
Loan with Lion2 Business Process, Inc
47,898
Lease liability
10,666
Employee benefits
258,100
4,387,021
Refer to note 8 for further information.
Complii FinTech Solutions
Annual Report FY24 70
for the year ended 30 June 2024
Notes to the financial statements
Note 22 Non-current liabilities –
lease liabilities
Consolidated
30 June
2024
$
30 June
2023
$
Lease liability
4,893
197,376
Refer to Note 30 for further information on financial
instruments.
Note 23 Non-current liabilities –
deferred tax
Movements
Consolidated
30 June
2024
$
30 June
2023
$
Opening balance
-
-
Additions through business
combinations (note 36)
368,198
1,469,028
Offset against unrecognised DTA's
to profit or loss (note 7)
(368,198)
(1,469,028)
Closing balance
-
-
The amount represents the deferred tax liability on the
acquisition of Registry Direct (2023: deferred tax liability on the
acquisition of PrimaryMarkets). For more information see
Note 36.
Note 24 Non-current liabilities –
employee benefits
Consolidated
30 June
2024
$
30 June
2023
$
Long service leave
132,662
150,364
Note 25 Non-current liabilities –
Contingent consideration
Consolidated
30 June
2024
$
30 June
2023
$
Contingent consideration
75,000
-
The provision represents the obligation to pay contingent
consideration following the acquisition of MIntegrity. For more
information refer to Note 36.
Complii FinTech Solutions
Annual Report FY24 71
for the year ended 30 June 2024
Notes to the financial statements
Note 26 Equity – issued capital
Consolidated
30 June 2024
Shares
30 June 2023
Shares
30 June 2024
$
30 June 2023
$
Ordinary shares - fully paid
567,920,511
549,492,575
31,135,762
30,325,617
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
1 July 2023
549,492,575
30,325,617
Shares issued in lieu of Director Fees
26 July 2023
750,540
$0.05
40,809
Shares issued on exercise of Performance Rights
27 July 2023
500,000
$0.04
20,000
Shares issued in lieu of Consultancy Fees
1 August 2023
1,000,000
$0.04
35,000
Shares issued as part of MIntegrity acquisition
4 September 2023
13,000,000
$0.04
520,000
Shares issued on exercise of Performance Rights
12 September 2023
2,000,000
$0.06
124,000
Shares issued on exercise of Performance Rights
12 September 2023
516,225
$0.05
27,360
Shares issued on exercise of Performance Rights
12 October 2023
385,786
$0.07
25,076
Shares issued on exercise of Performance Rights
1 December 2023
275,385
$0.07
17,900
Balance
30 June 2024
567,920,511
31,135,762
Options
Details
Date
Options
Issue price
$
Balance
1 July 2023
116,799,774
1,911,069
Options exercised during the year
31 December 2023
(85,833,335)
$0.00
Balance
30 June 2024
30,966,439
1,911,069
Performance Rights
Details
Date
Performance
Rights
$
Balance
1 July 2023
49,346,727
767,216
Exercised during the year
(3,677,396)
(214,336)
Forfeited during the year
(228,750)
(1,890)
Lapsed during the year - with market conditions
(16,200,000)
-
Performance Rights issued as part of MIntegrity acquisition
4 September 2023
6,000,000
42,801
Performance Rights issued under employee incentive scheme
28 November 2023
5,302,898
90,584
Performance Rights issued to Key Management Personnel
28 November 2023
5,050,000
8,684
Performance Rights issued to Directors
28 November 2023
26,000,000
49,826
Share based payments expense
-
322,070
Balance
30 June 2024
71,593,479
1,064,955
Complii FinTech Solutions
Annual Report FY24 72
for the year ended 30 June 2024
Notes to the financial statements
Note 26 continued
Ordinary shares
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.
Capital risk management
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 2023 Annual Report.
Note 27 Equity – reserves
Consolidated
30 June
2024
$
30 June
2023
$
Share-based payments reserve
1,064,955
767,216
Options reserve
1,911,069
1,911,069
Fair value through OCI
(136,259)
(120,374)
2,839,765
2,557,911
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.
Complii FinTech Solutions
Annual Report FY24 73
for the year ended 30 June 2024
Notes to the financial statements
Note 27 continued
Movements in reserves
Movements in each class of reserve during the current financial year are set out below:
Consolidated
Share-based
payments
reserve
$
Options
reserve
$
Fair Value
through OCI
$
Total
$
Balance at 1 July 2023
767,216
1,911,069
(120,374)
2,557,911
Foreign currency translation
-
-
(5,885)
(5,885)
Impairment of investment
-
-
(10,000)
(10,000)
Performance rights exercised during the year
(214,336)
-
-
(214,336)
Performance Rights issued as part of MIntegrity acquisition
42,801
-
-
42,801
Performance Rights issued under employee incentive
scheme
90,584
-
-
90,584
Performance Rights issued to KMP
8,684
-
-
8,684
Performance Rights issued to Directors
49,826
-
-
49,826
Performance rights forfeited during the year
(1,890)
-
-
(1,890)
Share-based payment expense
322,070
-
-
322,070
Balance at 30 June 2024
1,064,955
1,911,069
(136,259)
2,839,765
Note 28 Equity – accumulated
losses
Consolidated
30 June
2024
$
30 June
2023
$
Accumulated losses at the
beginning of the financial year
(16,616,416)
(11,167,710)
Loss after income tax benefit for
the year
(10,215,666)
(5,448,706)
Accumulated losses at the end
of the financial year
(26,832,082)
(16,616,416)
Note 29 Equity – dividends
There were no dividends paid, recommended or declared
during the current or previous financial year.
Complii FinTech Solutions
Annual Report FY24 74
for the year ended 30 June 2024
Notes to the financial statements
Note 30 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.
The carrying amounts presented in the statement of financial
position relate to the following categories of financial assets
and liabilities:
Consolidated
30 June
2024
$
30 June
2023
$
Financial
assets
Cash and cash
equivalents
1,944,662
5,796,052
Other receivables
and other assets
501,407
443,831
2,446,069
6,239,883
Financial
liabilities
Trade and other
payables
3,262,814
1,210,236
Lease liabilities
210,153
474,453
Financial liabilities
188,148
172,697
3,661,115
1,857,386
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.
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
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.
Complii FinTech Solutions
Annual Report FY24 75
for the year ended 30 June 2024
Notes to the financial statements
Note 30 continued
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.
Consolidated - 30 June 2024
Weighted
average
interest rate
%
1 year or
less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
Non-
derivatives
Non-interest
bearing
Trade payables
-
948,557
-
-
-
948,557
Other payables
-
2,314,257
-
-
-
2,314,257
Interest-
bearing –
fixed rate
Lease liability
-
205,260
4,893
-
-
210,153
Insurance funding
-
188,148
-
-
-
188,148
Total non-derivatives
3,656,222
4,893
-
-
3,661,115
Consolidated - 30 June 2023
Non-
derivatives
Non-interest
bearing
Trade payables
-
382,099
-
-
-
382,099
Other payables
-
828,137
-
-
-
828,137
Interest-
bearing –
variable
Lease liability
-
277,077
197,376
-
-
474,453
Insurance funding
-
172,697
-
-
-
172,697
Total non-derivatives
1,660,010
197,376
-
-
1,857,386
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.
Complii FinTech Solutions
Annual Report FY24 76
for the year ended 30 June 2024
Notes to the financial statements
Note 31 Key management
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
Steuart Roe
Executive Director
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
James Green
Chairman – PrimaryMarkets
Karla Mallon
Chief Finance Officer
Amanda Mark
Co-CEO - MIntegrity
(Appointed 4 September 2023)
Andrew Tait
Co-CEO - MIntegrity
(Appointed 4 September 2023)
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
2024
$
30 June
2023
$
Short-term employee benefits
2,016,561
1,947,043
Post-employment benefits
187,721
169,341
Share-based payments
431,423
687,854
2,635,705
2,804,238
Note 32 Remuneration of auditors
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
2024
$
30 June
2023
$
Audit services - Hall Chadwick
WA Audit Pty Ltd
Audit or review of the financial
statements
69,000
70,286
Other services - Hall Chadwick
WA Audit Pty Ltd
Other services
600
-
69,600
70,286
Note 33 Contingent liabilities
There are no contingent liabilities as at the date of signing
this report.
Complii FinTech Solutions
Annual Report FY24 77
for the year ended 30 June 2024
Notes to the financial statements
Note 34 Related party transactions
Parent entity
Complii FinTech Solutions Ltd is the parent entity.
Key management personnel
Disclosures relating to key management personnel are set out in note
31 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
2024
$
30 June
2023
$
Payment for goods
and services
Payment/Accrual to CK
Consulting Services for consulting
services and Director fees
384,679
368,753
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
2024
$
30 June
2023
$
Current payables
CK Consulting Services
31,025
31,243
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.
Note 35 Parent entity information
Set out below is the supplementary information about the
parent entity.
Statement of profit or loss and other
comprehensive income
Parent
30 June
2024
$
30 June
2023
$
Loss after income tax
(2,218,771)
(802,724)
Total comprehensive loss
(2,218,771)
(802,724)
Statement of financial position
Parent
30 June
2024
$
30 June
2023
$
Total current assets
153,932
164,747
Total assets
153,923
164,747
Total current liabilities
381,356
356,535
Total liabilities
382,922
356,535
Equity
(228,999)
(191,788)
Total equity
(228,999)
(191,788)
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 2024 and 30 June 2023.
Contingent liabilities
The parent entity had no contingent liabilities as at
30 June 2024 and 30 June 2023.
Capital commitments - Property, plant and
equipment
The parent entity had no capital commitments for property,
plant and equipment as at 30 June 2024 and 30 June 2023.
Complii FinTech Solutions
Annual Report FY24 78
for the year ended 30 June 2024
Notes to the financial statements
Note 35 continued
Material accounting policy information
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.
Note 36 Business combinations
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 900+ 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 initial accounting for the acquisition of Registry Direct
was provisionally determined as at 30 June 2023. During the
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 Software Development of
$1,472,793, and Customer Relationships of $461,337.
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 $5,455,011 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.
Complii FinTech Solutions
Annual Report FY24 79
for the year ended 30 June 2024
Notes to the financial statements
Note 36 continued
Details of the acquisition are as follows:
Fair value
$
Cash and cash equivalents
1,945,397
Trade receivables
121,752
Prepayments
29,703
Plant and equipment
4,081
Software development
1,472,793
Customer relationships
461,337
Trade payables
(63,347)
Other payables
(36,554)
Contract liabilities
(215)
Deferred tax liability
(368,198)
Employee benefits
(263,868)
Accrued expenses
(33,457)
Net assets acquired
3,269,424
Goodwill
5,455,011
Acquisition-date fair value of the total
consideration transferred
8,724,435
Representing
Complii FinTech Solutions Ltd
shares issued to vendor
7,896,412
Complii FinTech Solutions Ltd
options issued to vendor
828,023
8,724,435
Cash used
to acquire
business,
net of cash
acquired
Acquisition-date fair value
of the total consideration
transferred
(484,156)
Less: cash and cash
equivalents
1,936,197
Net cash used
1,452,041
MIntegrity
On 4 September 2023, the Company acquired the business
and assets of MIntegrity as detailed in the announcement to
the ASX on 4 September 2023.
MIntegrity is a successful and fast-growing Australian
consulting business focused on risk and compliance. Their
enterprise complements the technology and services already
provided by the Group and we expect to leverage their skills
with out existing client base. Conversely their client list will
open the door to incremental business opportunities for
Complii and other Group business units.
MIntegrity’s solutions include RegsWeb, a digital regulatory
web service that combines MIntegrity’s regulatory domain
expertise with access to their digital regulatory library, which
complements Complii’s compliance modules. The MIntegrity
offering also includes their MIWize e-learning portal, a library
of specialised e-learning modules designed to help financial
services practitioners in line with FASEA requirements,
delivered through Complii’s existing CPD online management
platform, ThinkCaddie.
On completion of the acquisition, the Company paid $150,000
of cash, issued 13,000,000 fully paid ordinary shares in Complii
FinTech Solutions Ltd. The shares will be escrowed for 24
months from completion of acquisition. In addition to the
Upfront Consideration, the Vendors will, depending on the
financial performance of MIntegrity’s business following the
completion, be entitled to receive (in aggregate) up to $150,000
cash (Contingent consideration cash) as follows:
›
If and only if the revenue generated by MIntegrity during
the year ended 30 June 2024 is at least $1,200,000.00 (as
determined by reference to Complii’s financial statements
for that period)
›
If and only if the revenue generated by MIntegrity during
30 June 2025 is at least $1,450,000.00 (as determined by
reference to Complii’s financial statements for that period)
The fair value of the consideration paid has been determined
with reference to the $150,000 cash paid, $75,000 deferred cash
consideration (adjusted for probability of milestones will be
met of 90%) and the fair value of the issued shares of MIntegrity
immediately prior to the acquisition and has been determined
to be $520,000 based on 13,000,000 shares based on a value
of $0.040 per share. As a result, goodwill of $798,536 has been
determined being the difference between the consideration
and the fair value of assets of MIntegrity as at the acquisition
date. The acquisition has been provisionally accounted for.
Complii FinTech Solutions
Annual Report FY24 80
for the year ended 30 June 2024
Notes to the financial statements
Note 36 continued
Details of the acquisition are as follows:
Fair value
$
Other current assets
6,437
Net assets acquired
6,437
Goodwill
798,563
Acquisition-date fair value of the total
consideration transferred
805,000
Representing
Cash paid or payable to vendor
150,000
Complii FinTech Solutions Ltd
shares issued to vendor
520,000
Contingent consideration*
135,000
805,000
*
In addition to the Upfront Consideration for the sale, MIntegrity will,
depending on the financial performance of the business following
the completion, be entitled to receive up to $150,000 cash if certain
milestones set out above are met. Post year end, management
reassessed the probability of the milestones being met to 50% as
the revenue target for FY24 was not met. Under ASSB 3 Business
Combinations, since this was a change in circumstance based on
events subsequent to the acquisition date this adjustment ($60k) was
recognised in the statement of profit and loss.
Impact of the acquisition on the results of
the Group
Included in the loss for the year is a loss of $114,424
attributable to MIntegrity Pty Limited. Revenue for the year
includes $1,026,590 in respect of MIntegrity Pty Limited.
Had the acquisition of MIntegrity Pty Limited been effected
at 1 July 2023, the revenue of the Group from continuing
operations for the twelve months ended 30 June 2024 would
have been $1,156,770, and the loss for the year from continuing
operations would have been $101,169. 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.
Complii FinTech Solutions
Annual Report FY24 81
for the year ended 30 June 2024
Notes to the financial statements
Note 37 Interests in subsidiaries and consolidated entity disclosure statement
Name
Entity type
Principal place
of business
/ Country of
incorporation
Australian
resident or
foreign tax
resident
(for tax
purposes)
Foreign tax
jurisdiction(s)
of foreign
residents
Ownership interest
30 June
2024
%
30 June
2023
%
Complii Pty Ltd
Body Corporate
Australia
Australian
n/a
100
100
Intiger Asset Management Limited
Body Corporate
Australia
Australian
n/a
100
100
Shroogle Pty Ltd
Body Corporate
Australia
Australian
n/a
100
100
ThinkCaddie Pty Ltd
Body Corporate
Australia
Australian
n/a
100
100
SCS Credit Services Pty Ltd
Body Corporate
Australia
Australian
n/a
100
100
PrimaryMarkets Ltd
Body Corporate
Australia
Australian
n/a
100
100
PrimaryLedger Pty Ltd
Body Corporate
Australia
Australian
n/a
100
100
Adviser Solutions Group Pty Ltd
Body Corporate
Australia
Australian
n/a
100
100
Lion2 Business Process, Inc
Body Corporate
Philippines
Foreign
Philippines
100
100
Registry Direct Pty Ltd
Body Corporate
Australia
Australian
n/a
100
100
MIntegrity Pty Ltd
Body Corporate
Australia
Australian
n/a
100
-
Note 38 Events after the reporting period
On the 18th July 2024, the Group announced that is had entered into a Non-Binding Term Sheet to sell its Registry Direct business unit,
which is expected to complete in 1H FY25. The business unit will be acquired by Mr Steuart Roe (and/or entities associated with him), the
Founder and CEO of Registry Direct, in a Management Buy-Out.
On 26 August 2024, the Group announced that it had entered into a binding Share Sale Agreement with Mr Roe for the sale.
The proposed transaction will be subject to approval by Complii shareholders pursuant to ASX Listing Rule 10.1 at a general meeting
(date to be announced).
The transaction consideration will be as follows:
a
a deposit of $100,000 received from Mr Roe on execution of the binding Share Sale Agreement.
b a payment of $3,750,000 by Mr Roe (and/or entities associated with him) to Complii upon completion. The payment consists of
$3,250,000 being the sale price proceeds (minus the deposit), together with a $500,000 service fee pursuant to a services agreement
(SA) to be entered into whereby Complii will continue to provide administration services to Registry Direct; and
c two further payments of $500,000 each for service fees under the SA, payable in June 2025 and June 2026.
No other matter or circumstance has arisen since 30 June 2024 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.
Complii FinTech Solutions
Annual Report FY24 82
for the year ended 30 June 2024
Notes to the financial statements
Note 39 Reconciliation of loss after
income tax to net cash used
in operating activities
Consolidated
30 June
2024
$
30 June
2023
$
Loss after income tax benefit for
the year
(10,215,666)
(5,448,706)
Adjustments
for
Depreciation and
amortisation
984,122
1,325,565
Impairment of
intangibles
4,610,361
1,816,050
Adjustment
to contingent
consideration
(60,000)
-
Share-based
payments
512,076
756,199
Right of use assets
284,861
273,174
Net loss on
disposal of
Helmsec Global
Capital Pty Ltd
-
317
Consulting fees
paid in shares
35,000
125,000
Income tax benefit
(368,198)
-
Registry Direct
acquisition costs
-
(486,521)
MIntegrity
acquisition costs
(179,895)
-
Other non cash
items
335,989
(205,003)
Change in
operating
assets and
liabilities
Increase in
trade and other
receivables
(275,035)
(136,160)
Decrease in
prepayments
255,563
14,572
Increase in
trade and other
payables
650,723
120,557
Increase in
employee benefits
145,460
103,931
Increase in
deferred income
172,121
30,809
Net cash used in
operating activities
(3,112,518)
(1,710,216)
Note 40 Earnings per share
Earnings per share for loss
from continuing operations
Consolidated
30 June
2024
$
30 June
2023
$
Loss after income tax attributable
to the owners of Complii FinTech
Solutions Ltd
(5,266,950)
(4,987,989)
Number
Number
Weighted average number
of ordinary shares used in
calculating basic earnings per
share
567,920,511
517,577,408
Weighted average number
of ordinary shares used in
calculating diluted earnings
per share
567,920,511
517,577,408
Cents
Cents
Basic earnings per share
(0.93)
(0.96)
Diluted earnings per share
(0.93)
(0.96)
Earnings per share for loss
from discontinued operations
Consolidated
30 June
2024
$
30 June
2023
$
Loss after income tax attributable
to the owners of Complii FinTech
Solutions Ltd
(4,948,716)
(460,717)
Number
Number
Weighted average number
of ordinary shares used in
calculating basic earnings
per share
567,920,511
517,577,408
Weighted average number
of ordinary shares used in
calculating diluted earnings
per share
567,920,511
517,577,408
Cents
Cents
Basic earnings per share
(0.87)
(0.09)
Diluted earnings per share
(0.87)
(0.09)
Complii FinTech Solutions
Annual Report FY24 83
Note 40 continued
Earnings per share for loss
Consolidated
30 June
2024
$
30 June
2023
$
Loss after income tax attributable
to the owners of Complii FinTech
Solutions Ltd
(10,215,666)
(5,448,706)
Number
Number
Weighted average number
of ordinary shares used in
calculating basic earnings
per share
567,920,511
517,577,408
Weighted average number
of ordinary shares used in
calculating diluted earnings
per share
567,920,511
517,577,408
Cents
Cents
Basic earnings per share
(1.80)
(1.05)
Diluted earnings per share
(1.80)
(1.05)
As at 30 June 2024 the Group has 30,966,439 unissued shares
under options (30 June 2023: 116,799,774) and 71,593,479
Performance Rights on issue (30 June 2023: 49,346,727). The
Group does not report diluted earnings per share on losses
generated by the Group. During the year ended 30 June 2024
the Group’s unissued shares under option and partly-paid
shares were anti-dilutive.
for the year ended 30 June 2024
Notes to the financial statements
Note 41 Share-based payments
During the year ended 30 June 2024 Complii issued 3,000,000
Performance Rights (Class Q) in September 2023 as part of
the MIntegrity acquisition with nil exercise price. The rights
have been valued with reference to market price, adjusted
for probability of vesting of 0% and no expense has been
recognised during the year ended 30 June 2024 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 2024 Complii issued 3,000,000
Performance Rights (Class R) in September 2023 as part of
the MIntegrity acquisition 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 $42,801 has
been recognised during the year ended 30 June 2024 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 2024 Complii issued 8,650,000
Performance Rights (Class S) in November 2023 to Directors
and KMP with nil exercise price. The rights have been valued
with reference to market price, adjusted for probability of
vesting of 0% and no expense has been recognised during the
year ended 30 June 2024 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 2024 Complii issued 9,150,000
Performance Rights (Class T) in November 2023 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 $15,645 has been recognised
during the year ended 30 June 2024 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 2024 Complii issued 7,250,000
Performance Rights (Class U) in November 2023 to Directors
and KMP with nil exercise price. The rights have been valued
with reference to market price and an expense of $26,429 has
been recognised during the year ended 30 June 2024 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 2024 Complii issued
6,000,000 Performance Rights (Class V) in November 2023 to
Directors and KMP with nil exercise price. The rights have been
valued with reference to market price and an expense of $16,436
has been recognised during the year ended 30 June 2024 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 2024 Complii issued 5,302,898
Performance Rights (CF1AM) in November 2023 to employees
with nil exercise price. The rights have been valued with
reference to market price and an expense of $90,584 has been
recognised during the year ended 30 June 2024 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 2024 228,750 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 2024 3,677,396 Performance
Rights were exercised relating to Directors, KMP and
employees meeting the vesting conditions.
During the year ended 30 June 2024 $86,601 was recognised
as a share based payment expense related to Performance
Rights issued in 2021 to Directors, KMP and employees.
Complii FinTech Solutions
Annual Report FY24 84
for the year ended 30 June 2024
Notes to the financial statements
Note 41 continued
During the year ended 30 June 2024 $15,518 was recognised as a share based payment expense related to Performance Rights issued in
2022 to Directors, KMP and employees.
During the year ended 30 June 2024 $221,273 was recognised as a share based payment expense related to Performance Rights issued in
2023 to Directors, KMP and employees.
Set out below are summaries of options movements during the year ended: 30 June 2024
Grant date
Expiry date
Exercise
price
Balance at the
start of the
year
Granted
Exercised
Expired/
forfeited/
other
Balance
at the end
of the year
10/12/2020
31/12/2023
$0.10
41,292,926
-
-
(41,292,926)
-
10/12/2020
31/12/2023
$0.05
7,500,000
-
-
(7,500,000)
-
22/01/2021
31/12/2023
$0.10
40,409
-
-
(40,409)
-
03/11/2021
03/11/2023
$0.08
16,000,000
-
-
(16,000,000)
-
03/11/2021
03/11/2023
$0.10
21,000,000
-
-
(21,000,000)
-
31/08/2022
31/08/2024
$0.13
28,191,026
-
-
-
28,191,026
05/10/2022
31/08/2024
$0.13
2,775,413
-
-
-
2,775,413
116,799,774
-
-
(85,833,335)
30,966,439
Weighted average exercise price
$0.10
$0.00
$0.00
$0.09
$0.13
The weighted average remaining contractual life of options outstanding at the end of the financial year was 0.17 years (2023: 0.65 years).
Set out below are summaries of performance rights movements during the year ended: 30 June 2024
Grant date
Expiry date
Exercise
price
Balance at the
start of the
year
Granted
Exercised
Expired/
forfeited/
other
Balance
at the end
of the year
18/09/2020
17/09/2025
$0.00
12,000,000
-
-
(12,000,000)
-
30/03/2021
30/06/2026
$0.00
1,500,000
-
-
(1,500,000)
-
16/09/2021
16/09/2023
$0.00
516,225
-
(516,225)
-
-
03/11/2021
03/11/2023
$0.00
2,700,000
-
-
(2,700,000)
-
21/09/2022
21/09/2024
$0.00
1,630,502
-
(661,171)
-
969,331
26/10/2022
25/10/2027
$0.00
29,000,000
-
(2,000,000)
-
27,000,000
19/04/2023
17/04/2028
$0.00
2,000,000
-
(500,000)
-
1,500,000
04/09/2023
03/09/2028
$0.04
-
6,000,000
-
-
6,000,000
28/11/2023
27/11/2028
$0.00
-
31,050,000
-
-
31,050,000
28/11/2023
01/12/2025
$0.00
-
5,302,898
-
(228,750)
5,074,148
49,346,727
42,352,898
(3,677,396)
(16,428,750)
71,593,479
The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was 2.89 years (2023:
2.33 years).
Complii FinTech Solutions
Annual Report FY24 85
Note 41 continued
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
Grant date
Expiry date
Share price at
grant date
Probability
of vesting
%
Risk-free
interest rate
%
Fair value at
grant date
Class J
26/10/2022
25/10/2027
0.085
20.00
3.62
0.062
Class K
26/10/2022
25/10/2027
0.085
20.00
3.62
0.062
Class L
26/10/2022
25/10/2027
0.085
-
3.62
0.035
Class M
26/10/2022
25/10/2027
0.085
-
3.62
0.031
Class N
26/10/2022
25/10/2027
0.085
100.00
3.62
0.062
Class O
26/10/2022
25/10/2027
0.085
90.00
3.62
0.062
Class P
26/10/2022
25/10/2027
0.085
20.00
3.62
0.620
Employee
performance rights
CF1PR2
21/09/2022
21/09/2023
0.065
100.00
-
0.065
Class J
19/04/2023
17/04/2028
0.040
20.00
3.26
0.040
Class K
19/04/2023
17/04/2028
0.040
20.00
3.26
0.040
Tranche 1
19/04/2023
17/04/2028
0.040
100.00
3.26
0.040
Tranche 2
19/04/2023
17/04/2028
0.040
100.00
3.26
0.040
Class Q
04/09/2023
03/09/2028
0.040
90.00
-
0.040
Class R
04/09/2023
03/09/2028
0.040
90.00
-
0.040
Class S
28/11/2023
27/11/2028
0.030
20.00
-
0.030
Class T
28/11/2023
27/11/2028
0.030
20.00
-
0.030
Class U
28/11/2023
27/11/2028
0.030
-
4.10
0.011
Class V
28/11/2023
27/11/2028
0.030
-
4.10
0.013
Employee
performance rights
28/11/2023
01/12/2025
0.030
100.00
-
0.030
for the year ended 30 June 2024
Notes to the financial statements
Complii FinTech Solutions
Annual Report FY24 86
Note 41 continued
Performance Rights Vesting Conditions
The vesting conditions for the Performance Rights are:
Class D
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.
Class F
The 20-Day VWAP of the Company’s fully paid ordinary shares being equal to or greater than $0.15.
Class G
The 20-Day VWAP of the Company’s fully paid ordinary shares being equal to or greater than $0.20.
Class I
PrimaryMarkets’ audited revenue is greater than $3,150,000 for the financial year ending on 30 June 2023.
Class J
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.
Class K
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.
Class L
The 20 day VWAP of the Company’s Shares being equal to or greater than $0.25.
Class M
The 20 day VWAP of the Company’s Shares being equal to or greater than $0.30.
Class N
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.
Class O
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.
Class P
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
Performance Rights will vest at the earlier of 1 July 2023 and on termination by the Company, except for cause.
Tranche 2
Performance Rights will vest at the earlier of 1 July 2024 and on termination by the Company, except for cause.
Class Q
MIntegrity to generate at least $1,200,000 revenue and EBITDA is $100,000 or more for the financial year ending
30 June 2024, as independently verified by the Company’s auditors.
Class R
MIntegrity to generate at least $1,450,000 revenue and EBITDA is $150,000 or more for the financial year ending
30 June 2025, as independently verified by the Company’s auditors.
Class S
The Group recording increase in revenue in the financial year ending 30 June 2024 of 120% of the revenue for
the financial year ending 30 June 2023, as independently verified by the Company’s auditors.
Class T
The Group recording increase in revenue in the financial year ending 30 June 2025 of 115% of the revenue for
the financial year ending 30 June 2024, as independently verified by the Company’s auditors.
Class U
The 20-Day VWAP of the Company’s Shares being equal to or greater than $0.065 by 31 December 2024.
Class V
The 20-Day VWAP of the Company’s Shares being equal to or greater than $0.08 by 31 December 2025.
Employee
performance rights
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.
for the year ended 30 June 2024
Notes to the financial statements
Complii FinTech Solutions
Annual Report FY24 87
Directors declaration
Mr Craig Mason
Executive Chairman
26 August 2024
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 correct view of the consolidated entity’s financial position as at 30 June
2024 and of its performance for the financial year ended on that date;
›
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;
and
›
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
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
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
2024, 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 material accounting policy information, the consolidated entity
disclosure statement and the director’s 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 2024 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.
Annual Report FY24 88
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report of the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key Audit Matter
How our audit addressed the Key Audit Matter
Impairment Assessment
As disclosed in Note 15 to the financial statements,
the Consolidated Entity had $5,096,544 of intangible
assets from continuing operations.
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.
Our procedures included the following:
•
Assessed
the
Consolidated
Entity’s
determination of CGU’s;
•
Assessed management’s value in use
calculations 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 15 to the
financial report.
Revenue Recognition
During the year ended 30 June 2024, the
Consolidated
Entity
generated
revenue
of
$6,321,199 (2023: $6,687,374) from continuing
operations.
Revenue recognition is considered a key audit
matter due to its financial significance.
Our procedures amongst others included:
•
reviewing the Consolidated Entity’s revenue
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 verifying revenue to relevant supporting
documentation
including
verification
of
contractual terms of the relevant transaction,
verification of receipts and ensuring the revenue
was recognised at the appropriate time and
classified correctly;
Annual Report FY24 89
Key Audit Matter
How our audit addressed the Key Audit Matter
•
Performing cut off procedures to assess
whether revenue is recorded in the correct
period; and
•
Assessment of the appropriateness of the
disclosures included in Note 4 to the financial
report.
Assets classified as held for sale
As disclosed in Note 8 to the financial statements,
the Group entered into a formal Share Sale
Agreement to sell its Registry Direct business unit,
which is expected to be completed in October 2024.
As a result of this transaction, an impairment loss of
$4,610,361 was recognised.
We considered this as a key audit matter because of
the size and nature of the transactions.
As part of our audit procedures, the following audit
procedures were performed:
•
Reviewed the sales agreements;
•
Evaluated the substance of the sale
using the terms and conditions of the
underlying
transaction
agreements
against the criteria for discontinued
operations in accounting standards;
•
Assessment of the transactions to verify
the measurement and classification of
the assets to ensure they were recorded
at the lower of the carrying amount or
fair value less cost to sell;
•
Assessment of the reallocation of costs
associated with discontinued
operations;
•
Calculation
of
the
loss
on
the
discontinue of operations; and
•
Assessing
the
adequacy
of
the
disclosures included in Note 8 to the
financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Consolidated Entity’s annual report for the year ended 30 June 2024, 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.
Annual Report FY24 90
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, and the
consolidated entity disclosure statement that is true and correct and is free of 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
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.
Annual Report FY24 91
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Consolidated Entity’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Consolidated Entity to cease to
continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Consolidated Entity to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Consolidated Entity audit. We remain
solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.
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.
Annual Report FY24 92
Auditor’s Opinion
In our opinion, the Remuneration Report of Complii FinTech Solutions Limited, for the year ended 30 June
2024, complies with section 300A of the Corporations Act 2001.
HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA
Director
Dated this 26th day of August 2024
Perth, Western Australia
Annual Report FY24 93
Complii FinTech Solutions
Annual Report FY24 94
Additional information for ASX listed companies
The following additional information is required under the ASX Listing Rules and is current as of 31 July 2024.
Capital structure
Security
Number
Fully paid ordinary shares
567,920,511
Options exercisable at $0.125 each on or before 31 August 2024 (Tranche 2 Registry Direct Options)
30,966,439
Performance rights
71,593,479
Top Holders
The 20 largest registered holders of fully paid ordinary shares were:
Rank
Holder Name
Number
%
1
KYLIE MASON
38,000,000
6.85
2
MAGENTA CITY PTY LTD
28,709,671
5.17
3
TONY CUNNINGHAM
27,728,708
5.00
4
SANLAM PRIVATE WEALTH PTY LTD
25,000,000
4.51
5
NATIONAL NOMINEES LIMITED
20,639,033
3.72
6
WICKLOW CAPITAL PTY LTD
20,109,712
3.62
7
ALISON SARICH
18,338,432
3.30
8
STEUART ROE
16,079,812
2.90
9
NCMAO INVESTMENTS PTY LTD
11,976,563
2.16
10
PRAEMIUM LTD
11,956,568
2.15
11
MR MAXWELL JAMES GREEN
11,372,192
2.05
12
GAVIN SOLOMON
6,898,678
1.24
13
RIVER PROPERTIES PTY LTD
6,564,207
1.18
14
BOMAT HOLDINGS PTY LTD
6,250,000
1.13
15
MR DONALD EVAN MCLAY
6,247,395
1.13
16
TERAGOAL PTY LTD
6,000,000
1.08
17
MR KYLE BRADLEY HAYNES
5,000,000
0.90
18
MR MICHAEL STANLEY CARTER
4,624,673
0.83
19
KEDO (AUST) PTY LTD
4,296,266
0.77
20
MR CHRISTOPHER BOYLAN
4,247,440
0.77
Total
280,039,350
50.46
Complii FinTech Solutions
Annual Report FY24 95
Additional information for ASX listed companies
Distribution Schedule
Fully paid ordinary shares
Range
Holders
Units
%
1 – 1,000
124
29,182
0.01
1,001 – 5,000
116
314,695
0.06
5,001 – 10,000
179
1,345,953
0.24
10,001 – 100,000
455
17,166,424
3.09
100,001 – and over
358
549,064,257
96.60
1232
567,920,511
100.00
Tranche 2 Registry Direct Options
(exercisable at $0.125 each on or before 31 August 2024)
Range
Holders
Units
%
1 – 1,000
53
33,028
0.11
1,001 – 5,000
85
228,873
0.74
5,001 – 10,000
38
282,255
0.91
10,001 – 100,000
88
3,338,530
10.78
100,001 – and over
51
27,083,753
87.46
315
30,966,439
100.00
Substantial Shareholders
The names of substantial shareholders and the number
of shares to which each substantial shareholder and their
associates have a relevant interest, as disclosed in substantial
shareholding notices given to the Company, are set out below:
Holder Name
Number of Shares
Kylie Mason
38,000,000
Unmarketable Parcels
There were 583 shareholders holding less than a marketable
parcel of shares (being 20,000 shares), comprising a total of
4,041,783 shares.
Unquoted Securities
Unquoted securities on issue were:
Performance Rights
Class
Expiry
Date
Number
of Rights
Number
of holders
FY23 Employee
Performance Rights
21 September
2024
969,331
10
FY24 Employee
Performance Rights
1 December
2024
5,074,148
34
Class J
Performance Rights
26 October
2027
6,750,000
4
Class K
Performance Rights
26 October
2027
6,250,000
3
Class L
Performance Rights
26 October
2027
6,000,000
3
Class M
Performance Rights
26 October
2027
5,500,000
2
Class O
Performance Rights
26 October
2027
2,000,000
1
Class P
Performance Rights
26 October
2027
500,000
1
Class Q
Performance Rights
30 September
2024
3,000,000
2
Class R
Performance Rights
30 September
2025
3,000,000
2
Class S
Performance Rights
30 September
2024
8,650,000
5
Class T
Performance Rights
30 September
2025
9,150,000
6
Class U
Performance Rights
31 December
2024
7,250,000
4
Class V
Performance Rights
31 December
2025
6,000,000
2
Tranche 2 and
Class J and K
Performance Rights
2 May 2028
1,500,000
1
The holders of the Tranche 2 and Class J to V Performance
Rights are disclosed in the Remuneration Report contained
in the Directors’ Report. The Performance Rights are subject
to vesting conditions and were issued under the Complii
Performance Rights Plan.
Options
Class
Expiry
Date
Exercise
Price
Number of
Options
Number
of holders
T2 Registry
Direct Options
31 August
2024
$0.125
30,966,439
315
Complii FinTech Solutions
Annual Report FY24 96
Additional information for ASX listed companies
Tranche 2 Registry Direct Options
The top 20 holders of the Tranche 2 Registry Direct were as follows:
Rank
Holder Name
Number
%
1
STEUART ROE
5,804,383
18.74
2
TEXSON PTY LTD
1,970,478
6.36
3
NAGARIT PTY LIMITED
1,379,216
4.45
4
NAGARIT PTY LIMITED
1,320,884
4.27
5
APPWAM PTY LTD
1,148,149
3.71
6
CATALYST 3 PTY LTD
987,655
3.19
7
MR PETER RUNGE + MRS NOELA RUNGE
987,655
3.19
8
MHM SUPER PTY LTD
888,889
2.87
9
MR DONALD EVAN MCLAY
761,581
2.46
10
JENTLEVIEW PTY LTD
740,741
2.39
11
MS SHEELAGH HARE
740,741
2.39
12
MR DARRYL THOMAS SMITH + MRS LYNETTE RUBY SMITH
556,371
1.80
13
SAAYMAN INVESTMENTS PTY LTD
548,149
1.77
14
DROPMILL PTY LTD
518,519
1.67
15
MS MARGARET JEAN DELBRIDGE + Mr DAVID ELWOOD SHERAR
513,581
1.66
16
MANLY LANE PTY LTD
493,828
1.59
17
NETWEALTH INVESTMENTS LIMITED
460,965
1.49
18
A E I AUSTRALIA PTY LTD
444,445
1.44
19
MR RUPERT GEORGE LEWI
444,445
1.44
20
MR RODNEY BRUCE EBSWORTH
382,362
1.23
Total
21,093,037
68.11
Securities subject Voluntary Escrow
Fully paid ordinary shares
Number
Escrow period
13,000,000
Voluntary escrow until 4 September 2025
Voting rights
The voting rights attached to each class of equity security are
as follows:
›
Ordinary shares: each ordinary share is entitled to one
vote when a poll is called, otherwise each member present
at a meeting or by proxy has one vote on a show of hands.
›
Options: options do not entitle the holders to vote in
respect of that equity instrument, nor participate in
dividends, when declared, until such time as the options
are exercised and subsequently registered as ordinary
shares.
›
Performance rights: performance rights do not entitle the
holders to vote in respect of that equity instrument, nor
participate in dividends, when declared, until such time
as the performance rights are vested and converted and
subsequently registered as ordinary shares.
On-Market Buy-Back
There is no current on-market buy-back.
www.complii.com.au
investors@complii.com.au