Constellation Technologies
Limited
Annual report
for the year ended 30 June 2024
ABN 58 009 213 754
Constellation Technologies Limited
ABN 58 009 213 754
Annual report - 30 June 2024
Contents
Corporate Directory ................................................................................................................................................................... 1
Chairman’s Letter........................................................................................................................................................................ 2
CEO Report ................................................................................................................................................................................. 3
Directors Report .......................................................................................................................................................................... 5
Remuneration Report (audited) .............................................................................................................................................. 14
Auditors Independence Declaration ........................................................................................................................................ 26
Corporate governance statement ........................................................................................................................................... 27
Consolidated Statement of Profit or Loss and Other Comprehensive Income .................................................................... 28
Consolidated Statement of Financial Position........................................................................................................................ 29
Consolidated Statement of Changes in Equity ....................................................................................................................... 30
Consolidated Statement of Cash Flows .................................................................................................................................. 31
Notes to the Consolidated Statements ................................................................................................................................... 32
Consolidated Entity Disclosure Statement ............................................................................................................................. 68
Director’s Declaration ............................................................................................................................................................... 69
Independent Auditors Report .................................................................................................................................................. 70
Shareholder Information .......................................................................................................................................................... 75
Constellation Technologies Limited
Annual Report 2024
1
Corporate Directory
Directors
Mr Kartheek Munigoti
Executive Director and Chief Executive Officer
Mr Raymond Malone
Independent Non-Executive Chairman
Mr Leath Nicholson
Independent Non-Executive Director
Mr Anoosh Manzoori
Independent Non-Executive Director
Company Secretary
Ms Terri Bakos
Principal registered office and
principal place of business
Level 7, 420 Collins Street
Melbourne VIC 3000
Australia
Telephone: +61 (0)3 8592 4883
Share register
Advanced Share Registry Ltd
110 Stirling Highway
Nedlands WA 6909 Australia
Telephone: +61 (0)8 9389 8033
Facsimile: +61 (0)8 6370 4203
Auditor
PKF Brisbane Audit
Level 2, 66 Eagle Street
Brisbane QLD 4000 Australia
Telephone: +61 (0)7 3839 9733
Facsimile: +61 (0)7 3832 1407
Solicitors
Nicholson Ryan Lawyers Pty Ltd
Level 7, 420 Collins Street
Melbourne VIC 3000 Australia
Telephone: +61 (0)3 9640 0400
Bankers
Westpac Banking Corporation
150 Collins Street
Melbourne VIC 3000 Australia
Stock exchange listings
Constellation Technologies Limited shares are
listed on the Australian Securities Exchange
(ASX: CT1)
Website
https://www.ct1limited.com
Constellation Technologies Limited
Annual Report 2024
2
Chairman’s Letter
Dear fellow shareholder,
As l reflect on this past year, I am filled with a deep sense of pride in what Constellation has achieved. It
has been a year of remarkable milestones, driven by innovation, strategic partnerships, and a continuing
pursuit of excellence.
Our team has been focused on advancing our Callisto Solutions product suite, which has seen a
tremendous 78% growth in revenue over the past year - an achievement that speaks volumes about the
strength of our offerings and the confidence our clients place in us.
One of the most exciting developments has been the successful signing of our first major contract for the
Callisto Solutions Food Safety & Compliance (FSC) Module. This groundbreaking module, designed to
address the critical needs of the commercial catering industry, is capable of transforming how food safety
is managed across the sector. The acceptance of our FSC module by a major industry player is not just a
validation of our innovation but also a powerful signal to the market that Constellation is leading the way
in food safety and compliance.
The FSC contract is more than just a business deal; it represents the beginning of a new era for our
Company. This partnership opens the door to recurring revenue streams and sets a robust foundation for
expanding our reach to other significant players in the industry. We are already gearing up to market this
pioneering solution aggressively across Australia.
As we look to the future, we remain committed to driving innovation, creating value, and delivering
sustainable growth. The journey we are on is just beginning, and I am excited about the future.
On behalf of the Board, I would like to extend my heartfelt thanks to you, our valued shareholders, for
your unwavering support. Together, we are building a future where Constellation stands at the forefront
of technological advancements and industry leadership.
.
Raymond Malone
Independent Non-Executive Chairman
Constellation Technologies Limited
Annual Report 2024
3
CEO Report
Dear fellow shareholders,
As we conclude another successful year at Constellation, I am excited to share with you the significant strides
we have made in our journey of innovation and market leadership. This year has been particularly
transformative, especially with our advancements in the Callisto Solutions suite, which includes our
groundbreaking Food Safety & Compliance (FSC) Module.
Expanding Our Technological Horizons
Our core focus this year has been on enhancing the capabilities of our MeridianCT and Callisto Solutions
platforms. These platforms are the backbone of our product offerings, enabling us to deliver cutting-edge
Internet of Things (IoT) solutions tailored to the needs of various industries. In particular, the FSC module in
our Callisto Solutions suite is designed to address the growing demand for real-time monitoring and
compliance in commercial kitchens—a need that has never been more critical.
Understanding the Technology: LoRaWAN Advantage
At the heart of our hardware technology is the LoRaWAN (Long Range Wide Area Network) communication
protocol, which sets our products apart from the competition. Unlike Bluetooth-based devices, our
LoRaWAN-enabled hardware can transmit data reliably over much longer distances, even in challenging
environments like large commercial kitchens. This is crucial for ensuring that every piece of data—whether it’s
a temperature reading during food preparation or an alert about a potential compliance issue—is captured
accurately and transmitted in real-time.
Our recently developed hardware, including handheld end-point devices and hands-free cool-down monitors,
leverages this technology to offer unprecedented reliability and accuracy. These devices ensure that all
critical data related to food safety is captured and transmitted seamlessly to our FSC platform, where it can
be analyzed and acted upon instantly.
How the FSC Module Transforms Commercial Kitchens
The FSC module is more than just a compliance tool; it’s a comprehensive solution that integrates with a
commercial kitchen’s daily operations, making food safety management more intuitive and efficient. Key
features of the module:
1. Menu Integration and Monitoring: Commercial kitchens can upload their entire catering menu into
the FSC platform. Our system then monitors each menu item for compliance with HACCP (Hazard
Analysis Critical Control Point) standards. If any item deviates from the preset safety parameters—
such as cooking temperatures or cool-down times—the system automatically alerts the kitchen staff.
2. Real-Time Data Access: The FSC platform provides real-time data access across multiple devices,
including handheld tablets, web interfaces, and wall-mounted displays in the kitchen. This ensures
that kitchen staff can monitor food safety from anywhere within the facility, enhancing operational
efficiency and reducing the risk of human error.
Constellation Technologies Limited
Annual Report 2024
4
CEO Report continued…
3. Comprehensive Compliance Management: Beyond temperature monitoring, the FSC Module also
tracks other critical processes, such as allergen management. This allows kitchens to ensure that food
served to customers meets the highest safety standards, with the ability to display allergen
information transparently when required.
Our partnerships and the future.
One of our most significant achievements this past year has been the signing of our first major FSC module
contract with Compass Group (Australia) Pty Ltd. Compass Group is a global leader in food and support
services, operating across more than 700 locations in Australia alone. This partnership is a strong
endorsement of our technology and its potential to revolutionize food safety management in the commercial
catering industry.
The FSC module’s rollout across Compass Group’s operations will not only enhance their food safety protocols
but also set a new industry standard for compliance.
Our partnership with Compass Group is particularly exciting because it serves as a model for future
collaborations, paving the way for Constellation to expand its footprint into the global market.
The adaptability of our technology is one of its most significant strengths. The FSC Module is designed to be
scalable and flexible, making it suitable for a wide range of commercial kitchens, from small restaurants to
large-scale catering operations like those run by Compass Group. As food safety regulations continue to
tighten globally, the demand for reliable, real-time compliance solutions will only grow. We are well
positioned to meet this demand, with a technology that can be easily adapted to different markets and
regulatory environments.
Looking ahead, we are focused on leveraging the success of the Compass deal to forge new partnerships and
expand our global reach. Our goal is to make the Callisto Solutions suite the gold standard in food safety and
compliance worldwide.
In closing, I want to thank you, our shareholders, for your continued trust and support. This year has been a
turning point for Constellation, and I am confident that the advancements we have made will drive
sustainable growth and value for years to come. We are at the forefront of a rapidly evolving industry, and
with your support, we will continue to lead the way in innovation, technology, and market leadership.
Kartheek Munigoti
Chief Executive Officer
Constellation Technologies Limited
Annual Report 2024
5
Directors Report
The directors are pleased to present their report on the consolidated entity consisting of Constellation
Technologies Limited (the ‘Company’) and the entities it controls (the ‘Consolidated entity’ or ‘Group’) for the
year ended 30 June 2024.
Directors and Company Secretary
The following persons were directors of Constellation Technologies Limited during the financial year and up
to the date of this report or their resignation or appointment as noted:
Mr Raymond Malone, Independent Non-Executive Chairman
Mr Leath Nicholson, Independent Non-Executive Director
Mr Anoosh Manzoori, Independent Non-Executive Director
Mr Kartheek Munigoti, Executive Director and Chief Executive Officer
The following person held office as Company Secretary of Constellation Technologies Limited for the whole
of the financial year and up to the date of this report:
Ms Terri Bakos
Principal activities
The principal activities of the Group are to bring innovative solutions to market which leverage cloud, internet
of things (IoT), edge-computing sensors, big data, analytics, machine learning (ML), artificial intelligence (AI)
and other advanced technologies.
Review of operations
Financial results
Reported revenue from continuing activities for the year has increased 12.24% to $1,346,072 (2023:
$1,199,240) as a result of increased sales activity in Australia. The Group recorded a loss for the year of
$121,666 (2023: $177,991), a 31.65% decrease over the prior year as a result of the increase in our revenue,
receipt of further R&D tax incentive rebates (relating to the prior year) and further cost cutting initiatives.
As at 30 June 2024 the Group had net assets of $872,213 (2023: $961,027) and cash reserves of $823,290
(2023: $1,097,336). The directors are of the view that the Group will continue to be able to pay its debts as
and when they fall due and have prepared the financial report on a going concern basis.
Operations
Information on the operations of the Group and its business strategies and prospects is set out in the
Chairman’s Letter and CEO Report section of this annual report.
However, the Company continues to work on a cost efficiency and conservative basis as the crystallisation of
the Company’s sales pipeline and sales growth in FY25 is not guaranteed in the current economic
environment.
Constellation Technologies Limited
Annual Report 2024
6
Directors Report continued…
Material Business Risks
Identifying and mitigating key business risks that may affect the Groups strategy and financial performance
is a significant part of CT1’s corporate governance framework. The key risks currently identified include:
Customer economic demand – increases in interest rates, fuel costs and logistics supply chain issues have
caused higher prices for materials and products. Accordingly, inflationary and related risks could impact on
the conversion of CT1’s sales pipeline and sales growth.
People – CT1 relies on senior key personnel in different markets with expertise and knowledge particular to
CT1’s core business, being innovation solutions in the emerging and rapidly changing technology
sector. Significant efforts are spent on developing employees to retain these individuals, however risks can
emerge upon departure which may have an adverse effect on the operational and financial performance of
the business.
Dividends
No dividends have been paid or proposed by the Group during or since the end of the financial year (2023: nil).
Significant changes in the state of affairs
Other than the information set out in the Chairman's letter, CEO’s Report and activities section of this annual
report, there are no significant changes in the state of affairs that the Group has not disclosed.
Event since the end of the reporting period
No matters or circumstances have occurred subsequent to year end that have significantly affected, or may
significantly affect, the operations of the Group, the results of those operations or the state of affairs of the
Group or economic entity in subsequent financial years.
Likely developments and expected results of operations
Other than the information set out in the Chairman's letter and Review of Operations and activities section of
this annual report, there are no likely developments or details on the expected results of operations that the
Group has not disclosed.
Environmental regulation
The Group is not affected by any significant environmental regulation in respect of its operations.
Constellation Technologies Limited
Annual Report 2024
7
Directors Report continued…
Our Board
The names of directors in office at any time during or since the end of the financial year are:
Mr Kartheek Munigoti
Executive Director and Chief Executive Officer
Experience:
Mr Munigoti has been with the Company since 2016 and has held a
variety of positions before being appointed CEO on 5 July 2021. He is the
founder of the Company’s core technology and instrumental in the
development of the Company’s core IoT Platform, the MeridianCT
Platform.
Kartheek Munigoti is an IoT expert with 19 years’ experience in creating
and managing technology products and businesses and combines a deep
knowledge of IoT solutions with experience running technology
businesses.
Kartheek’s experience and skill-set covers software, firmware and
hardware development. Kartheek has been directly involved and/or
responsible for the commercialisation of innovative products and
services. This includes concept, design, product development and
deployment.
Qualifications:
Date of appointment:
5 July 2021
Bachelor of Engineering
(Computer Science &
Electronics)
Master of Applied Sciences
(Software Engineering)
Other current directorships:
None
Former directorships in last 3 years:
None
Committees:
None
Equity held as at date of this report:
Ordinary Shares
42,637,207
Options
Performance Rights
-
16,000,000
Constellation Technologies Limited
Annual Report 2024
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Directors Report continued…
Mr Raymond Malone
Independent Non-Executive Chairman
Experience:
Mr Malone has extensive business experience, particularly in the areas of
strategy and transformation, leading ASX Listed automotive company
AMA Group Limited to a market capitalisation in excess of $800m before
his departure in 2019.
He held the position of Chairman of ASX Listed automotive finance
company, Solvar Limited for 2.5 years until November 2018.
Date of appointment:
7 June 2022
Other current directorships
Nil
Former directorships in last 3 years:
Nil
Committees:
Member - Remuneration &
Nomination Committee.
Member – Audit & Risk
Committee
Equity held as at date of this report:
Shares
69,343,038
Options
-
Constellation Technologies Limited
Annual Report 2024
9
Directors Report continued…
Mr Leath Nicholson
Independent Non-Executive Director
Experience:
Leath was a corporate partner at a leading Melbourne law firm, gaining
experience with a breadth of ASX listed entities, before co-founding
Foster Nicholson (now Nicholson Ryan) in 2008. Leath's principal clients
continue to be ASX listed companies and high net worth individuals. Leath
has particular expertise in mergers and acquisitions, IT based
transactions, and corporate governance.
Qualifications:
Date of appointment:
14 October 2016
Bachelor of Economics
(Honours)
Bachelor of Laws (Honours)
Master of Laws (Commercial
Law)
Other current directorship:
Nil
Former directorships in last 3 years:
Non-Executive Director of AMA
Group Limited (ASX:AMA),
ceased November 2021
Committees:
Chair – Remuneration &
Nomination Committee
Member – Audit & Risk
Committee
Equity held as at date of this report:
Shares
17,930,084
Options
-
Constellation Technologies Limited
Annual Report 2024
10
Directors Report continued…
Mr Anoosh Manzoori
Independent Non-Executive Director
Experience:
Anoosh has over 20 years’ experience as an entrepreneur, investor, board
member and advisor, specialising in helping fast growth technology
companies. Following the completion of his tertiary studies Anoosh founded
several technology companies including one of Australia’s largest cloud-
hosting platforms that he exited via a highly successful trade sale. He is also
a director of investment and corporate advisory firm Shape Capital Pty Ltd.
Anoosh leverages his experience and strong international network in the
technology sector in both corporate and capital markets to help shape and
optimise CT1’s continued growth.
Qualifications:
Date of appointment:
14 October 2016
Bachelor of Science
Graduate Diploma in
Business Enterprise, Business
Other current directorships:
Executive Chairman of First
Growth Funds Ltd (CSE: FGGL)
since 14 December 2017.
Former directorships in last 3 years:
Executive Chairman of Magnum
Mining and Exploration Limited
(ASX: MGU) ceased April 2024.
Committees:
Chair – Audit & Risk Committee
Member – Remuneration &
Nomination Committee
Equity held as at date of this report:
Shares
10,260,506
Options
-
Constellation Technologies Limited
Annual Report 2024
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Directors Report continued…
Our management team
Ms Terri Bakos
Company Secretary & Chief Financial Officer
Experience:
Terri has over 25 years’ experience providing company secretarial,
financial accounting and compliance services to ASX Listed and
unlisted public companies in the technology, financial services,
automotive, mining and biotech sectors. She holds a Bachelor of
Business in Accounting, is a Chartered Accountant and Chartered
Secretary.
Constellation Technologies Limited
Annual Report 2024
12
Directors Report continued…
Meetings of directors
The numbers of meetings of the Group's board of directors and of each board committee held during the year
ended 30 June 2024, and the numbers of meetings attended by each director were:
Meetings of directors
Meetings of committees
Audit
Remuneration
A
B
A
B
A
B
Mr Kartheek Munigoti
9
8
-
-
-
-
Mr Raymond Malone
9
9
2
2
2
2
Mr Leath Nicholson
9
9
2
2
2
2
Mr Anoosh Manzoori
9
9
2
2
2
2
A = Number of meetings attended
B = Number of meetings held during the time the director held office or was a member of the committee
during the year
Shares under option
Unissued ordinary shares
Unissued ordinary shares of Constellation Technologies Limited under option or right at the date of signing
this report are as follows:
Options
Nil Options on issue
Performance Rights
Issue Date
Recipients
Vesting
Date
Tranche
30 June 2024
30 June 2023
22/12/23
Employees
30/06/24
A
12,000,000
-
22/12/23
Employees
30/06/25
B
16,000,000
22/12/23
Employees
30/06/26
C
16,000,000
44,000,000
-
Tranche A performance rights that were due to vest 30/06/24 will not vest due to the performance conditions
attached to the rights not being achieved. These rights will be subsequently cancelled.
No option or performance rights holder has any right under the options or performance rights to participate
in any other share issue of the Company or any other entity.
Shares issued on the exercise of options or rights
No shares were issued on the exercise of options or rights during the year.
Constellation Technologies Limited
Annual Report 2024
13
Directors Report continued…
Insurance of officers and indemnities
Insurance of officers
During the financial year, the Group paid a premium in respect of a contract to insure the directors and
executives of the Group against a liability to the extent permitted by the Corporations Act 2001. The contract
of insurance prohibits disclosure of the nature of liability and the amount of the premium.
Indemnity of auditor
Constellation Technologies Limited has not, during or since the financial year, indemnified or agreed to
indemnify the auditor of the Group or any related entity against a liability incurred by the auditor. During the
financial year, the Group has not paid a premium in respect of a contract to insure the auditor of the Group 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 Group is a party, for
the purpose of taking responsibility on behalf of the Group for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under
section 237 of the Corporations Act 2001.
Constellation Technologies Limited
Annual Report 2024
14
Remuneration Report (audited)
The directors present the Constellation Technologies Limited 2024 Remuneration Report, outlining key
aspects of our remuneration policy and framework, and remuneration awarded this year.
The report is structured as follows:
a) Principles used to determine the nature and amount of remuneration
b) Details of remuneration
c) Service agreements
d) Equity instruments
e) Relationship between the remuneration policy and group performance
f) Key management personnel disclosures
a)
Principles used to determine the nature and amount of remuneration
Remuneration policy
The performance of the Group depends upon the quality of its directors and executives. To prosper, the
Group must attract and retain highly skilled directors and executives.
Remuneration committee
The Board has a Remuneration Committee comprising the following members:
Mr Leath Nicholson, Non-Executive Director (chair)
Mr Anoosh Manzoori, Non-Executive Director
Mr Ray Malone, Non-Executive Director
Mr Kartheek Munigoti, the Company’s CEO during the period had a standing invitation to attend Committee
meetings, however he is not permitted to vote.
The Committee assesses the appropriateness of the nature and amounts of emoluments of such officers on a
periodic basis by reference to relevant employment market conditions with the overall objective of ensuring
maximum stakeholder benefit from the retention of a high-quality board and executive team.
Officers are given the opportunity to receive their base emoluments in a variety of forms including cash,
salary sacrifice and fringe benefits. It is intended that that the manner of payments chosen will be optimal for
the recipient without creating undue cost for the Group.
Remuneration structure
It is the Group's objective to provide maximum stakeholder benefit from the retention of a high-quality board
and executive team by remunerating directors and other key management personnel (KMP) fairly and
appropriately with reference to relevant employment market conditions.
Constellation Technologies Limited
Annual Report 2024
15
Remuneration report continued…
To assist in achieving this objective, the Committee considers the nature and amount of executive directors’
and officers’ emoluments alongside the Group's financial and operational performance. The expected
outcomes of the remuneration structure are the retention and motivation of key executives, the attraction of
quality management to the Group and performance incentives, which allow executives to share the rewards
of the success of the Group.
In accordance with best practice corporate governance, the structure of executive and non-executive
director remuneration is separate and distinct.
Non-executive directors
The Board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract
and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
The constitution of Constellation Technologies Limited and the ASX Listing Rules specify that the non-
executive directors are entitled to remuneration as determined by the Group in a General Meeting to be
apportioned amongst them in such manner as the directors agree and, in default of agreement, equally. The
maximum aggregate remuneration currently approved by shareholders for directors' fees is for a total of
$400,000 per annum.
If a non-executive director performs extra services which in the opinion of the directors are outside the scope
of the ordinary duties of the director, the Group may remunerate that director by payment of a fixed sum
determined by the directors in addition to or instead of the remuneration referred to above. Non-executive
directors are entitled to be paid travel and other expenses properly incurred by them in attending directors or
General Meetings of the Group or otherwise in connection with the business of the Group.
Executive directors and senior management
The Group aims to reward executive directors and senior management with a level and mix of remuneration
commensurate with their position and responsibilities within the group and to:
•
reward executives for Group and individual performance against targets set by reference to
appropriate benchmarks;
•
align the interests of the executives with those of shareholders;
•
link reward with strategic goals and performance of the Group; and
•
ensure total remuneration is competitive by market standards.
Constellation Technologies Limited
Annual Report 2024
16
Remuneration report continued…
The remuneration of the executive directors and senior management may from time-to-time be fixed by the
Remuneration Committee. As noted above, the policy is to align executive objectives with shareholder and
business objectives by providing a fixed remuneration component and offering short- and long-term
incentives. The level of fixed remuneration is set to provide a base level of remuneration, which is both
appropriate to the position and is competitive in the market. Fixed remuneration is reviewed annually by the
committee, and the process consists of a review of group-wide and individual performance, relevant
comparative remuneration in the market and internal, and where appropriate, external advice on policies
and practices.
In relation to the payment of bonuses, options and other incentive payments, discretion is exercised by the
committee, having regard to the overall performance of the Group and the performance of the individual
during the year.
Employment and consultancy contracts
The Group utilises a mixture of employment and consultancy contracts to provide the Group with the
flexibility to operate effectively in a dynamic industry.
It is the Board’s policy that agreements are entered into with all directors, executives and employees.
Details of notice periods and termination clauses are disclosed under Section c) below.
Voting and comments made at the last annual general meeting
At the last annual general meeting (AGM), the Group received approval for the remuneration report adopted
for the 2023 financial year. The Group did not receive any specific feedback at the AGM or throughout the
year on its remuneration policies.
b)
Details of remuneration
•
Mr Raymond Malone, Independent Non-Executive Chairman
•
Mr Leath Nicholson, Independent Non-Executive Director
•
Mr Anoosh Manzoori, Independent Non-Executive Director
•
Mr Kartheek Munigoti, Executive Director and Chief Executive Officer
Key management personnel (KMP) of the Group are defined as those persons having authority and
responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly,
including any director (whether executive or otherwise) of the Group receiving the highest remuneration.
Details of the remuneration of the KMP of the Group are set out in the following tables.
Apart from Directors, the following person was considered a KMP during the financial year:
•
Ms Terri Bakos, Company Secretary & Chief Financial Officer
Constellation Technologies Limited
Annual Report 2024
17
Remuneration report continued…
Amounts of remuneration
The following table shows details of remuneration expenses recognised for the Group’s KMP for the year
ended 30 June 2024.
Short-term benefits
Post-
employm
ent
benefits
Share-based
payments
2024
Cash
salary &
fees
Cash
bonus
Non-
monetary
benefits
Annual
leave
Superann
-uation
Shares
Options
/Rights
Total
$
$
$
$
$
$
$
$
Non-executive
directors
Raymond Malone1
35,000
-
-
-
-
-
-
35,000
Leath Nicholson
35,000
-
-
-
-
-
-
35,000
Anoosh Manzoori
30,000
-
-
-
-
-
-
30,000
Executive directors
Kartheek Munigoti
158,400
-
-
14,301
17,160
-
15,000
204,861
Other KMP
Terri Bakos
121,440
-
-
10,043
13,200
-
15,000
159,683
Total
compensation
379,840
-
-
24,344
30,360
-
30,000
464,544
1 Represents accrued and unpaid fees to Mr Malone.
Constellation Technologies Limited
Annual Report 2024
18
Remuneration report continued…
Short-term benefits
Post-
employm
ent
benefits
Share-based
payments
2023
Cash
salary &
fees
Cash
bonus
Non-
monetary
benefits
Annual
leave
Superann
-uation
Shares
Options
/Rights
Total
$
$
$
$
$
$
$
$
Non-executive
directors
Raymond Malone1
35,000
-
-
-
-
-
-
35,000
Leath Nicholson
35,000
-
-
-
-
-
-
35,000
Anoosh Manzoori
30,000
-
-
-
-
-
-
30,000
Executive directors
Kartheek Munigoti
159,450
-
-
13,501
16,485
-
-
189,436
Other KMP
Terri Bakos
122,239
-
-
6,580
12,681
-
-
141,500
Total
compensation
381,689
-
-
20,081
29,166
-
-
430,936
1 Represents accrued and unpaid fees to Mr Malone.
Constellation Technologies Limited
Annual Report 2024
19
Remuneration report continued…
The relative proportions of remuneration that are linked to performance and those that are fixed are as
follows:
Fixed remuneration
At risk - STI
At risk - LTI
2024
2023
2024
2023
2024
2023
%
%
%
%
%
%
Non-executive directors
Raymond Malone
100
100
-
-
-
-
Leath Nicholson
100
100
-
-
-
-
Anoosh Manzoori
100
100
-
-
-
-
Executive directors
Kartheek Munigoti
92
100
-
-
8
-
Other KMP
Terri Bakos
90
100
-
-
10
-
c)
Service agreements
Raymond Malone
The group has a service arrangement with Shildplex Pty Ltd to provide the services of Mr Ray Malone as a
Non-Executive Chairman of the Group commencing 7 June 2022. The key terms of the arrangement are:
•
Current contracted fee of $70,000 per annum. Director has agreed to take half fees at the present
time.
•
No termination payment.
•
No notice period.
Leath Nicholson
The Group has a service arrangement with Catellen Pty Ltd to provide the services of Mr Leath Nicholson as a
Non-Executive Director of the Group commencing on 14 October 2016. The key terms of the arrangement
are:
•
Current contracted fee of $70,000 per annum. Director has agreed to take half fees at the present
time.
•
No termination payment.
•
No notice period.
Constellation Technologies Limited
Annual Report 2024
20
Remuneration report continued…
Anoosh Manzoori
The Group has a service arrangement with Shape Capital Pty Limited to provide the services of Mr Anoosh
Manzoori as a Non-Executive Director of the Group commencing on 14 October 2016. The key terms of the
arrangement are:
•
Current contracted fee of $60,000 per annum. Director has agreed to take half fees at the present
time
•
No termination payment.
•
No notice period.
Kartheek Munigoti
The Group has an employment contract with Mr Kartheek Munigoti. His contract as Chief Executive Officer
remains the same as his position as General Manager and Chief Technical Officer (CTO). The key terms of the
arrangement are:
•
Current salary of $156,000 per annum plus statutory superannuation contributions.
•
No termination payment other than statutory requirements.
•
6 month notice period, except where there is a change in control and the notice period is reduced to 3
months.
Terri Bakos
The Group has a part-time employment contract with Ms Terri Bakos as Company Secretary and Chief
Financial Officer (CFO). The key terms of the arrangement are:
•
Current salary of $120,000 per annum plus statutory superannuation contributions.
•
No termination payment other than statutory requirements.
•
3 month notice period.
Note: Mr Munigoti & Ms Bakos received minor taxable allowances above the contracted amounts during the
year.
d)
Equity instruments
Shares and options granted as compensation.
Details on Share and Options or Performance Rights over ordinary shares in the Company that were granted
as compensation to each Key Management Person (KMP) during the reporting period and details of any
equity that vested during the reporting period are as follows:
Shares
No shares were granted to KMP during the year. No shares issued in prior years vested during the year.
Options
No further options were granted to KMP during the year. No options issued in prior years vested during the
year.
Constellation Technologies Limited
Annual Report 2024
21
Remuneration report continued…
Performance Rights
Refer to the table below in the Performance Rights holdings section for the performance rights granted to
KMP during the year. No rights issued in prior years vested during the year.
Exercise of options granted as compensation.
No options granted as compensation during the current or prior years were exercised during the year by Key
Management Personnel.
Movement in options granted as compensation.
Refer to movement in Key Management Personnel disclosures below.
e)
Relationship between the remuneration policy and group performance
Statutory performance indicators
The factors that are considered to affect shareholder return in the past five years are summarised below:
30 June 2024
$
30 June 2023
$
30 June 2022
$
30 June 2021
$
30 June 2020
$
Share price at end of year
0.002
0.004
0.005
0.016
0.032
Market capitalisation at the end of the
year ($M)
2.9
5.8
7.3
23.4
31.2
Net profit/(loss) attributable to
members
(121,666)
(22,296) (2,099,306)
(3,221,821)
(2,923,876)
Dividends paid
Nil
Nil
Nil
Nil
Nil
Fixed remuneration is not linked to Group performance. It is set to the individuals' role, responsibilities and
performance and remuneration levels for similar positions in the market.
The Board do not believe that financial targets such as net profit are the only appropriate performance
measure for the granting of short and long term incentives to KMP. Other financial targets such as cost
reduction and key performance indicators such as projects/strategic targets, executive behavior and
customer experience are equally as important for a Group in this stage of its life cycle and have a direct and
indirect impact on shareholder returns.
Share prices are also subject to the influence of market sentiment toward the sector in which it operates and
increase and decreases in the share price may occur independently of executive performance or
remuneration.
Constellation Technologies Limited
Annual Report 2024
22
Remuneration report continued…
f)
Key management personnel disclosures
Share holdings
The number of shares in the parent entity held during the financial year ended 30 June 2024 by each director
and other members of key management personnel of the Group, including their personally related parties, is
set out below:
Balance at
the start of
the year
Balance on
Appointment/
Termination
Granted as
remuneration
Other
changes
Balance at
the end of
the year
Vested
Non-executive directors
Raymond Malone
69,343,038
-
-
-
69,343,038
69,343,038
Leath Nicholson
17,930,084
-
-
-
17,930,084
17,930,084
Anoosh Manzoori
10,260,506
-
-
-
10,260,506
10,260,506
Executive directors
Kartheek Munigoti
42,637,207
-
-
-
42,637,207
42,637,207
Other KMP
Terri Bakos
344,828
-
-
-
344,828
344,828
140,515,663
-
-
- 140,515,663 140,515,663
Constellation Technologies Limited
Annual Report 2024
23
Remuneration report continued…
Option holdings
No director or key management personnel of the Group held options during or at the end of the current
financial year.
Performance Rights holdings
The number of rights over shares in the parent entity held during the financial year ended 30 June 2024 by
each director and other members of key management personnel of the Group, including their personally
related parties, is set out below:
Balance at the
start of the year
Balance on
Appointment/
Termination
Granted as
remun-
eration1
Other
changes
Balance at
the end of
the year
Vested
Non-executive directors
Raymond Malone
-
-
-
-
-
-
Leath Nicholson
-
-
-
-
-
-
Anoosh Manzoori
-
-
-
-
-
-
Executive directors
Kartheek Munigoti
-
-
24,400,000
-
24,400,000
-
Other KMP
Terri Bakos
-
-
16,000,000
-
16,000,000
-
-
-
40,400,000
-
40,400,000
-
1 6,800,000 Performance Rights relating to Mr Munigoti and his personally related parties and 4,000,000
Performance Rights relating to Ms Bakos did not vest on 30 June 2024 and will be subsequently lapse and be
cancelled. Refer to Note 16 for further information.
Constellation Technologies Limited
Annual Report 2024
24
Remuneration report continued…
Transactions with KMP and related parties
Transactions between key management personnel related parties are on normal commercial terms and
conditions no more favorable than those available to other parties unless otherwise stated. The following
transactions occurred during the year ended 30 June 2024:
During the Year
Outstanding
at end of Year
During the
Year
Outstanding
at end of Year
2024
2024
2023
2023
$
$
$
$
Office rent and outgoings paid on an
arm's length commercial basis to FNJ
Properties Pty Ltd, a company
associated with director, Leath
Nicholson in respect of the Group's
Melbourne Offices. Compensation
received in cash.
30,000
-
26,000
-
Legal fees paid on normal commercial
terms to Nicholson Ryan Lawyers Pty
Ltd, a company associated with
director Leath Nicholson.
Compensation received in cash.
34,225
-
37,979
-
Directors fees payable to Catellen Pty
Ltd, a company associated with Leath
Nicholson
35,000
-
35,000
-
Directors fees payable to Shape
Capital Pty Ltd, a company associated
with Anoosh Manzoori
30,000
5,000
30,000
2,500
Directors fees payable to Shildplex Pty
Ltd, a company associated with
Raymond Malone
35,000
74,363
35,000
39,363
[This concludes the remuneration report, which has been audited]
Constellation Technologies Limited
Annual Report 2024
25
Directors Report continued…
Rounding of amounts
The Group is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off' of
amounts in the directors' report. Amounts in the directors' report have been rounded off in accordance with
the instrument to the nearest dollar.
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 on the following page.
This report is made in accordance with a resolution of directors.
Mr Kartheek Munigoti
Executive Director and Chief Executive Officer
Melbourne
23 August 2024
Constellation Technologies Limited
Annual Report 2024
26
Auditors Independence Declaration
Constellation Technologies Limited
Annual Report 2024
27
Corporate governance statement
Constellation Technologies Limited and the Board are committed to achieving and demonstrating the
highest standards of corporate governance. Constellation Technologies Limited has reviewed its corporate
governance practices against the Corporate Governance Principles and Recommendations (4th edition)
published by the ASX Corporate Governance Council.
The 2024 Corporate Governance Statement dated as at 30 June 2024 reflects the corporate governance
practices in place throughout the 2024 financial year. The 2024 Corporate Governance Statement was
approved by the Board on 23 August 2024. A description of the Group's current corporate governance
practices is set out in the Group's Corporate Governance Statement which can be viewed at
www.ct1limited.com.
Constellation Technologies Limited
Annual Report 2024
28
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the year ended 30 June 2024
Notes
2024
2023
$
$
Revenue from continuing operations
2a
1,346,072
1,199,240
Cost of sales
(616,510)
(513,190)
Gross profit/(loss)
729,562
686,050
Other gains/(losses) - net
3a
297,081
481,013
Distribution costs
(8,063)
(6,435)
General and administrative expenses
3b
(1,131,076)
(1,175,632)
Research and development expenses
(9,115)
(162,586)
Selling and marketing expenses
(339)
(1,142)
Operating loss from continuing operations
(121,950)
(178,732)
Finance income
284
741
Finance expense
-
-
Finance costs - net
284
741
Loss before income tax from continuing operations
(121,666)
(177,991)
Income tax expense
4
-
-
Loss from continuing operations
(121,666)
(177,991)
Gain/(Loss) from discontinued operations
20
-
155,695
Loss for the year
(121,666)
(22,296)
Net loss attributable to equity holders of the company
(121,666)
(22,296)
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
(17,743)
(6,016)
Total comprehensive loss for the year, net of tax
(139,409)
(28,312)
Total comprehensive loss attributable to equity holders of the company
(139,409)
(28,312)
Cents
Cents
Loss per share for loss attributable to the ordinary equity holders
of the company:
Basic/diluted earnings per share
18
(0.008)
(0.001)
Loss per share – continuing operations
Basic/diluted earnings per share
18
(0.008)
(0.012)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying
notes.
Constellation Technologies Limited
Annual Report 2024
29
Consolidated Statement of Financial Position
As at 30 June 2024
Notes
2024
2023
$
$
Assets
Current assets
Cash and cash equivalents
5a
823,290
1,097,336
Trade and other receivables
5b
166,292
100,150
Inventory
40,036
11,048
Other assets
6a
25,040
34,978
Total current assets
1,054,658
1,243,512
Non-current assets
Property, plant and equipment
5,858
10,466
Intangibles
6c
214,932
-
Total non-current assets
220,790
10,466
Total assets
1,275,448
1,253,978
Liabilities
Current liabilities
Trade and other payables
5c
282,943
198,778
Provisions
6b
120,287
94,173
Total current liabilities
403,230
292,951
Total liabilities
403,230
292,951
Net assets
872,218
961,027
Equity
Share capital
7a
18,293,950
18,283,350
Reserves
7b
(61,337)
(83,594)
Accumulated losses
(17,360,395)
(17,238,729)
Total equity
872,218
961,027
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Constellation Technologies Limited
Annual Report 2024
30
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Notes
Share Capital
Reserves
Accumulated
Losses
Total
equity
$
$
$
$
At 1 July 2022
18,283,350
707,915
(18,001,925)
989,340
Loss for the period
-
-
(22,296)
(22,296)
Other comprehensive income
-
(6,016)
-
(6,016)
Total comprehensive loss for the
period
-
(6,016)
(22,296)
(28,312)
Transactions with owners in their capacity as owners:
Share based payments
-
-
-
-
Lapse of options
-
(785,493)
785,493
-
-
(785,493)
785,493
-
Balance at 30 June 2023
18,283,350
(83,594)
(17,238,729)
961,027
At 1 July 2023
18,283,350
(83,594)
(17,238,729)
961,027
Loss for the period
-
-
(121,666)
(121,666)
Other comprehensive loss
-
(17,743)
-
(17,743)
Total comprehensive loss for the
period
-
(17,743)
(121,666)
(139,409)
Transactions with owners in their capacity as owners:
Shares issued, net of transactions costs
10,600
-
-
10,600
Share based payments
-
40,000
-
40,000
10,600
40,000
-
50,600
Balance at 30 June 2024
18,293,950
(61,337)
(17,360,395)
872,218
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Constellation Technologies Limited
Annual Report 2024
31
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
Notes
2024
2023
$
$
Cash flows related to operating activities
Receipts from customers
1,426,448
1,349,438
Payments to suppliers and employees
(1,745,669)
(1,877,509)
Interest paid
-
-
Other income receipts
298,973
1,114,972
Net cash from/(used) in operating activities
8
(20,249)
586,901
Cash flows relating to investing activities
Payment for purchases of plant and equipment
(180)
(5,754)
Interest received
284
1,309
Payment for development expenditure
(236,277)
-
Discontinuing operations
-
(1,532)
Net cash from/(used in) investing activities
(236,173)
(5,977)
Cash flows relating to financing cash flows
Proceeds from issue of equity
-
-
Repayment of lease liabilities
-
-
Net cash from/(used in) financing activities
-
-
Net (decrease)/increase in cash and cash equivalents
(256,421)
580,924
Cash and cash equivalents at the beginning of the year
1,097,336
525,896
Foreign exchange movement
(17,625)
(9,484)
Cash and cash equivalents at the end of the year 5a
823,290
1,097,336
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Constellation Technologies Limited
Annual Report 2024
32
Notes to the Consolidated Statements
For the year ended 30 June 2024
1. Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision makers, who are responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Board and the Chief
Executive Officer of Constellation Technologies Limited. The Group has identified one reportable segment;
that is, the sale and commercialisation of the IoT Solution within Australia. The segment details are therefore
fully reflected in the body of the financial statements.
2. Revenue from continuing operations
a)
Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and services at a point in time and over time in the
following categories:
2024
Monitor
tag
revenue
Monitoring
revenue
Consulting
revenue
Labour-hire
revenue
Total
$
$
$
$
$
Timing of revenue recognition
At a point in time
323,731
-
45,053
227,100
595,884
Over time
-
616,088
134,100
-
750,188
323,731
616,088
179,153
227,100
1,346,072
2023
Monitor
tag
revenue
Monitoring
revenue
Consulting
revenue
Labour-hire
revenue
Total
$
$
$
$
$
Timing of revenue recognition
At a point in time
-
-
27,015
244,060
271,075
Over time
25,534
503,316
399,315
-
928,165
25,534
503,316
426,330
244,060
1,199,240
Constellation Technologies Limited
Annual Report 2024
33
Notes to the Consolidated Statements continued …
b)
Accounting policies
Installation and sale of monitor tags
Revenue from the sale of the food temperature monitoring tags is recognised at a point in time when the
customer has access and thus control of the equipment and where the tag is considered distinct from other
services provided to the customer. Contracts do not provide for discounts or rebates which give rise to variable
consideration. Neither do they contain provision for warranties.
Monitoring Revenue
Monitoring Revenue includes revenue from the sale of Monitoring Subscriptions and Software as a Service
(SAAS). Both are considered types of monitoring revenue and are both recognised on a straight-line basis
over the subscription or contract term due to the reoccurring nature of the revenue stream.
Consulting
Revenue from the provision of consulting and ad hoc maintenance services is recognised typically over time
when the Group has an enforceable right to payment for its performance completed to date. Customer
contracts will include a statement of work, which will describe the work to be completed and the time frame for
its completion. These services are invoiced at the point in time of completion of performance obligations within
the statement of work.
Therefore revenue is recognised when the performance obligation is completed.
Labour hire
Revenue from the provision of labour hire services is recognised on a straight-line basis over the term of the hire
agreement or as the work is performed, dependent on the contract conditions.
Critical judgements in allocating the transaction price
Management allocates the transaction price to each performance obligation based on an assessment of work
completed at each reporting date for consulting revenue. Due to variations between each contract, up front
payments and changes to projects during the term of engagement, judgement is used in estimating the
completion of performance obligations and allocating the transaction price to each performance obligation.
Constellation Technologies Limited
Annual Report 2024
34
Notes to the Consolidated Statements continued …
Customer contract with multiple performance obligations
The Group frequently enters into multiple contracts with the same customer and where that occurs the Group
treats those arrangements as one contract if the contracts are entered into at or near the same time and are
commercially interrelated. The Group does not consider contracts closed more than three months apart as a
single contract.
The Group's Monitoring Subscription contracts are combining an obligation to receive a monitor tag and
customer support and monitoring services. The provision of monitor tags is treated as a separate performance
obligation to the services provided. As a result, the total transaction price for a customer contract is allocated
amongst the distinct performance obligations based on their relative stand-alone selling prices. Where the
stand-alone prices are highly variable, the Group applies a residual approach.
Incremental costs of obtaining customer contracts
Commissions on obtaining any customer contracts are capitalised and amortised over the term, where the
term is greater than 12 months.
Financing components
The group does not recognise adjustments to transaction prices or contract balances where the period
between the transfer of promised goods or services to the customer and payment by customer does not exceed
12 months.
3. Other gains & expense items
a)
Other gains/(losses)
2023
2023
$
$
R&D tax rebate incentives
298,803
481,345
Other non-operating income
167
-
Net foreign exchange (losses)
(1,889)
(332)
297,081
481,013
Constellation Technologies Limited
Annual Report 2024
35
Notes to the Consolidated Statements continued …
b)
Breakdown of expenses by nature
Notes
2024
2023
$
$
General and administrative expenses:
Accounting and audit
57,258
67,692
Amortisation
21,346
-
Bad debts, expected credit losses expensed/(write-back)
-
(536)
Computer costs
72
381
Consulting costs
65,398
73,915
Depreciation
i)
4,671
6,677
Employee benefits
533,817
654,777
Insurance
107.633
117,150
Legal
34,225
38,147
Listing and share registry
49,991
55,631
Occupancy
41,384
34,716
Share-based payments
16
50,600
-
Superannuation
52,842
51,433
Travel and entertainment
20,685
19,520
Other
91,154
56,129
1,131,076
1,175,632
i)
Depreciation
2024
2023
$
$
Office Equipment
4,145
6,540
Plant and Equipment
526
137
4,671
6,677
Constellation Technologies Limited
Annual Report 2024
36
Notes to the Consolidated Statements continued …
4. Income tax expense
a)
Numerical reconciliation of income tax expense to prima facie tax payable
2024
2023
$
$
Loss from continuing operations before income tax expense
(121,666)
(177,991)
Tax at the Australian tax rate of 25% (2023: 25%)
(30,040)
(44,498)
Tax effect of amounts which are not deductible (taxable)
in calculating taxable income:
Entertainment
-
-
Employee leave obligations
-
-
Expected credit losses
-
-
Research & Development Rebate
(74,702)
(278,743)
Intangible
(53,733)
Share-based payments expense
12,650
-
Superannuation liability
-
-
Unrealised foreign exchange movements
32,789
28,353
Subtotal
(118,162)
(294,888)
Difference in overseas tax rate
(15,147)
335
Tax losses and other timing differences for which no
deferred tax asset is recognised
128,559
294,353
Income tax expense
-
-
b)
Tax losses
The Group does not recognise as a deferred tax asset carried forward tax losses. Deferred tax assets are
recognised for deductible temporary differences only if the entities consider it is probable that future taxable
amounts will be available to utilise those temporary differences and losses. As at 30 June 2024, no deferred tax
balances have been recognised (2023: nil).
Unused tax losses available to the Group are currently not known and have not been included as the Group has
not yet calculated a reliable estimate of these losses.
Constellation Technologies Limited
Annual Report 2024
37
Notes to the Consolidated Statements continued …
5. Financial assets and financial liabilities
a)
Cash and cash equivalents
2024
2023
$
$
Current assets
Cash at bank and on hand
823,290
1,097,336
Reconciliation to cash flow statement
The above figures reconcile to the amount of cash shown in the consolidated statement of cash flows at the
end of the financial year as follows:
2024
2023
Note
$
$
Balances as above
823,290
1,097,336
Balance held by discontinued operations
20
-
-
Balances as per statement of cash flows
823,290
1,097,336
Classification as cash equivalents
Term deposits are presented as cash equivalents if they have a maturity of three months or less from the date
of acquisition and are repayable with 24 hours notice with no loss of interest. See note 21 for the Group’s other
accounting policies on cash and cash equivalents.
Risk exposure
The Group's maximum exposure to credit risk at the end of the reporting period is the carrying amount of each
class of cash and cash equivalents mentioned above.
Constellation Technologies Limited
Annual Report 2024
38
Notes to the Consolidated Statements continued …
b)
Trade and other receivables
2024
2023
Current
Non-
current
Total
Current
Non-
current
Total
$
$
$
$
$
$
Trade receivables
120,719
-
120,719
55,224
-
55,224
Provision for impairment
(888)
-
(888)
(888)
-
(888)
119,831
-
119,831
54,336
-
54,336
Other receivables
46,462
-
46,462
45,814
-
45,814
Total trade and other receivables
166,292
-
166,292
100,150
-
100,150
Classification as trade and other receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course
of business. They are generally due for settlement within 30 days and therefore are all classified as current.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they
contain significant financing components, when they are recognised at fair value. The Group holds the trade
receivables with the objective to collect the contractual cash flows and therefore measures them subsequently
at amortised cost using the effective interest method. Details about the Group’s impairment policies and the
calculation of the loss allowance are provided in note 10(b).
Other receivables
Other receivables are amounts due from parties other than customers that are deemed to be receivable within
12 months. Other receivables are impaired in accordance with note 21 (n).
c)
Trade and other payables
2024
2023
Current
Non-
current
Total
Current
Non-
current
Total
$
$
$
$
$
$
Trade payables
50,879
-
50,879
40,062
-
40,062
Accrued expenses
217,533
-
217,533
154,241
-
154,241
Other payables
14,531
-
14,531
4,475
-
4,475
Total trade and other payables
282,943
-
282,943
198,778
-
198,778
Constellation Technologies Limited
Annual Report 2024
39
Notes to the Consolidated Statements continued …
c)
Trade and other payables continued….
Trade payables are unsecured and are usually paid within 30 days of recognition.
The carrying amounts of trade and other payables are considered to be the same as their fair values, due to
their short-term nature.
6. Non-financial assets and liabilities
a)
Other current assets
2024
2023
Current
Non-current
Total
Current
Non-
current
Total
$
$
$
$
$
$
Prepayments
26,486
-
26,486
11,944
-
11,944
Consumables
-
-
-
14,308
-
14,308
Security deposits
-
-
-
8,726
-
8,726
Total other current assets
26,486
-
26,486
34,978
-
34,978
b)
Employee benefit obligations
2024
2023
Current
Non-current
Total
Current
Non-current
Total
$
$
$
$
$
$
Leave obligations
120,287
-
120,287
94,173
-
94,173
Leave obligations
The leave obligations cover the Group’s liabilities for annual leave which are classified as short-term benefits,
as explained in note 21.
The current portion of this liability includes all of the accrued annual leave. The entire amount of the provision
of $120,287 (2023: $94,173) is presented as current, since the Group does not have an unconditional right to
defer settlement for any of these obligations. However, based on past experience, the Group does not expect
all employees to take the full amount of accrued leave or require payment within the next 12 months.
Constellation Technologies Limited
Annual Report 2024
40
Notes to the Consolidated Statements continued …
c) Intangibles
Development
costs
Total
$
$
At 30 June 2024
Cost or fair value
235,438
235,438
Accumulated amortisation
(20,506)
(20,506)
Net book amount
214,932
214,932
Opening net book value
-
-
Exchange differences
-
-
Additions – internally developed
235,438
235,438
Disposals
-
-
Amortisation charge
(20,506)
(20,506)
Closing net book value
214,932
214,932
7. Equity
a)
Contributed Equity
30 June 2024
30 June 2024
30 June 2023
30 June 2023
No.
$
No.
$
Ordinary shares - fully paid
1,474,733,703
18,293,950
1,471,200,370
18,283,350
Movement in ordinary shares
No. of shares
$
Balance at 1 July 2022
1,471,200,370
18,283,350
Issue of securities
-
-
Balance at 30 June 2023
1,471,200,370
18,283,350
Issue of securities@$0.003 each - ESOP
3,533,333
10,600
Balance at 30 June 2024
1,474,733,703
18,293,950
Constellation Technologies Limited
Annual Report 2024
41
Notes to the Consolidated Statements continued …
Ordinary shares
Ordinary shares entitle the holder to participate in dividends, and to share in the proceeds of winding up the
Group in proportion to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to
one vote, and upon a poll each share is entitled to one vote.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
Options
Information relating to options, including details of options issued, exercised and lapsed during the financial
year and options outstanding at the end of the financial year, is set out in notes 7(b) and 16.
b)
Reserves
The following table shows a breakdown of the consolidated balance sheet line item ‘reserves’ and the
movements in these reserves during the year. A description of the nature and purpose of each reserve is
provided below the table.
Share-based
payments
Foreign currency
translation
Total
$
$
$
Balance at 1 July 2023
-
(83,594)
(83,594)
Currency translation differences
-
(17,743)
(17,743)
Other comprehensive income for the year
-
(17,743)
(17,743)
Transactions with owners in their capacity as owners
Share-based payment expenses
40,000
-
40,000
At 30 June 2024
40,000
(101,337)
(61,337)
Constellation Technologies Limited
Annual Report 2024
42
Notes to the Consolidated Statements continued …
Share-based
payments
Foreign currency
translation
Total
$
$
$
Balance at 1 July 2022
785,493
(77,578)
707,915
Currency translation differences
-
(6,016)
(6,016)
Other comprehensive income for the year
-
(6,016)
(6,016)
Transactions with owners in their capacity as owners
Lapse of options
(785,493)
-
(785,493)
At 30 June 2023
-
(83,594)
(83,594)
i)
Nature and purpose of reserves
Foreign currency translation
Exchange differences arising on translation of the foreign controlled subsidiaries are recognised in other
comprehensive income and accumulated in a separate reserve within equity. The cumulative amount is
reclassified to profit or loss when the net investment is disposed of.
Share-based payments
The share-based payment reserve records items recognised as expenses on valuation of share options and
rights issued to Key Management Personnel, other employees and eligible contractors.
ii)
Options and Rights on Issue
30 June
2024
30 June
2024
30 June
20223
30 June
2023
No.
$
No.
$
Options and rights
44,000,000
40,000
-
-
Constellation Technologies Limited
Annual Report 2024
43
Notes to the Consolidated Statements continued …
Movement in options and rights
Note
Number of
options
$
Balance at 1 July 2022
391,374,867
785,493
Lapse of options
(391,374,867)
(785,493)
Balance at 30 June 2023
-
-
Issue of rights - ESOP
a)
12,000,000
-
Issue of rights - ESOP
b)
16,000,000
24,000
Issue of rights - ESOP
c)
16,000,000
16,000
Balance at 30 June 2024
44,000,000
40,000
a) Issue of performance rights vesting 30th June 2024
Issue to employees as part of the Company’s long-term incentive program. Refer to note 16 for
further information. Rights did not vest on 30th June 2024 and will subsequently lapse and be
cancelled.
b) Issue of performance rights vesting 30th June 2025
Issue to employees as part of the Company’s long-term incentive program. Tranche to vest on 30th
June 2025, subject to performance conditions being met. Refer to note 16 for further information.
c) Issue of performance rights vesting 30th June 2026
Issue to employees as part of the Company’s long-term incentive program. Tranche to vest on 30th
June 2026, subject to performance conditions being met. Refer to note 16 for further information.
Constellation Technologies Limited
Annual Report 2024
44
Notes to the Consolidated Statements continued …
8. Cash flow information
Reconciliation of profit/(loss) after income tax to net cash inflow (outflow) from operating activities
2024
2023
$
$
Loss for the year
(121,666)
(22,296)
Adjustments for
Amortisation
21,346
-
Depreciation
4,671
6,677
Finance costs
-
Finance income
(284)
(1,309)
Share-based payments
50,600
-
Change in operating assets and liabilities
Movement in trade and other receivables
(57,417)
669,340
Movement in other current assets
(27,417)
27,153
Movement in trade and other payables
84,156
46,121
Movement in contract liabilities
-
(12,000)
Movement in other operating liabilities
26,121
(126,784)
Net cash inflow/(outflow) from operating activities
(20,249)
586,901
Non-cash investing and financing activities
Non-cash investing and financing activities disclosed in other notes are:
Options and shares issued to employees under the 'employee share option plan' for no cash consideration -
note 16.
9. Critical estimates and judgements
The preparation of financial statements requires the use of accounting estimates which, by definition, will
seldom equal the actual results. Management also needs to exercise judgement in applying the Group’s
accounting policies.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of
items which are more likely to be materially adjusted due to estimates and assumptions turning out to be
wrong. Detailed information about each of these estimates and judgements is included in other notes together
with information about the basis of calculation for each affected line item in the financial statements.
Constellation Technologies Limited
Annual Report 2024
45
Notes to the Consolidated Statements continued …
Significant estimates and judgements
The areas involving significant estimates or judgements are:
•
Recognition of revenue and allocation of transaction price - note 2c
•
Non-recognition of carry-forward tax losses - note 4b
•
Estimation of employee benefit obligations - note 6c
•
Estimation of share-based payments - note 16
•
Intangible assets – note 21r
Estimates and judgements are continually evaluated. They are based on historical experience and other
factors, including expectations of future events that may have a financial impact on the entity and that are
believed to be reasonable under the circumstances.
10. Financial risk management
This note explains the Group's exposure to financial risks and how these risks could affect the Group’s future
financial performance.
The Group’s risk management is predominantly controlled by the Board. The Board monitors the Group's
financial risk management policies and exposures and approves substantial financial transactions. It also
reviews the effectiveness of internal controls relating to market risk, credit risk and liquidity risk.
a)
Market risk
Foreign exchange risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign
currency risk through foreign exchange rate fluctuations. The Group is primarily exposed to changes in
the Chinese yuan and Indian rupee against the Australian dollar on translation into the Group's
presentation currency of subsidiaries' financial information. However, there are no material financial
assets and liabilities denominated in currencies other than the functional currency of each entity.
Therefore, management has concluded that market risk from foreign exchange fluctuation is not
material.
b)
Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by
counterparties of contract obligations that could lead to a financial loss to the Group.
Constellation Technologies Limited
Annual Report 2024
46
Notes to the Consolidated Statements continued …
Risk management
Credit risk is managed through the maintenance of procedures (such as the utilisation of systems for the
approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and
monitoring the financial stability of significant customers and counterparties), ensuring to the extent
possible that customers and counterparties to transactions are of sound credit worthiness. Such
monitoring is used in assessing receivables for impairment. Credit terms are normally 30 days from the
invoice date.
Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit
rating.
Impairment of financial assets
The Group has one type of financial asset subject to the expected credit loss model:
trade receivables for sales of monitor tags, the provision of monitoring subscriptions, consulting and
labour hire services.
Trade receivables
The Group applies the AASB 9 simplified approach to measuring expected credit losses (ECL) which uses
a lifetime expected loss allowance for all trade receivables.
To measure the ECL, trade receivables have been grouped based on shared credit risk characteristics
and the days past due.
The expected loss rates are based on the payment profiles of sales over a period of 24 months before 30
June 2024 and the corresponding historical credit losses experienced within this period. The historical loss
rates are adjusted to reflect current and forward-looking information on macroeconomic factors
affecting the ability of the customers to settle the receivables. If an assessment indicates a NIL ECL rate,
then the Company may opt to record a minimal allowance.
On that basis, the loss allowance as at 30 June 2023 and 30 June 2024 were determined as follows for
trade receivables:
Days past due
2024
Current
1-30
31-60
61-90
91-120
121+
Total
$
$
$
$
$
$
$
Expected credit loss rate
0.00%
0.03%
0.91%
0.00%
0.00%
0.00%
Gross carrying amount
104,531
3,855
659
(168)
-
(875)
108,791
Loss allowance
-
-
-
-
-
-
-
As a result of an NIL ECL assessment, the Company has opted to keep the prior year allowance recorded.
Constellation Technologies Limited
Annual Report 2024
47
Notes to the Consolidated Statements continued …
Days past due
2023
Current
1-30
31-60
61-90
91-120
121+
Total
$
$
$
$
$
$
$
Expected credit loss rate
0.57%
0.76%
14.40%
15.25%
36.47%
76.50%
Gross carrying amount
21,467
30,183
2,035
1,469
85
(15)
55,224
Loss allowance
123
229
293
224
31
(12)
888
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that
there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage
in a repayment plan with the Group, and a failure to make contractual payments for a period of greater
than 121 days past due.
Impairment losses on trade receivables are presented as net impairment losses within operating profit.
Subsequent recoveries of amounts previously written off are credited against the same line item.
c)
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or
otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the
following mechanisms:
•
preparing forward looking cash flow analyses in relation to its operating, investing and financing
activities;
•
obtaining funding from a variety of sources;
•
maintaining a reputable credit profile;
•
managing credit risk related to financial assets;
•
investing cash with major financial institutions; and
•
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
Maturities of financial liabilities
The tables below analyse the Group's financial liabilities into relevant maturity groupings based on their
contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows.
Constellation Technologies Limited
Annual Report 2024
48
Notes to the Consolidated Statements continued …
Contractual maturities of financial liabilities
2024
Less than
6 months
6 - 12
months
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Total
contractual
cashflows
Carrying
amount
(assets)/
liabilities
$
$
$
$
$
$
$
Trade and other
payables
282,943
-
-
-
-
282,943
282,943
Total
282,943
-
-
-
-
282,943
282,943
2023
Less than
6 months
6 - 12
months
Between
1 and 2
years
Between
2 and 5
years
Over 5
years
Total
contractual
cashflows
Carrying
amount
(assets)/
liabilities
$
$
$
$
$
$
$
Trade and other
payables
198,778
-
-
-
-
198,778
198,778
Total
198,778
-
-
-
-
198,778
198,778
11. Capital management
a)
Risk management
The Group's objectives when managing capital are to
•
safeguard their ability to continue as a going concern, so that they can continue to provide returns
for shareholders and benefits for other stakeholders, and
•
maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may issue new shares or reduce its capital,
subject to the provisions of the Group's constitution. The capital structure of the Group consists of equity
attributed to equity holders of the group, comprising contributed equity, reserves and accumulated
losses. By monitoring undiscounted cash flow forecasts and actual cash flows provided to the Board by
the Group's management, the Board monitors the need to raise additional equity from the equity
markets.
b)
Dividends
No dividends were declared or paid to members for the year ended 30 June 2024 (2023: nil). The Group’s
franking account balance was nil at 30 June 2024 (2023: nil).
Constellation Technologies Limited
Annual Report 2024
49
Notes to the Consolidated Statements continued …
12. Interest in other entities
Subsidiaries
The Group’s principal subsidiaries at 30 June 2024 are set out below. Unless otherwise stated, they have share
capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership
interests held equals the voting rights held by the Group. The country of incorporation or registration is also
their principal place of business.
Name of entity
Note
Place of
business/country of
incorporation
Ownership interest
held by the group
2024
2023
%
%
Constellation Technologies Australia Pty
Ltd
1
Australia
100
100
Beijing Constellation Technology
Development Co. Ltd
2
China
100
100
CCP IoT Technologies Pvt Ltd
India
100
100
CCP IP Pty Ltd
Australia
100
100
CCP Asia Pacific Pty Ltd
Australia
100
100
CCP Network North America Inc.
2
United States
100
100
Agen Inc.
2
United States
100
100
1.
Formerly CCP Network Australia Pty Ltd
2.
Entities in the process of being wound up.
13. Contingent liabilities
The Group had no contingent liabilities at 30 June 2024 (2023: nil).
14. Events occurring after the reporting period
No other matter or circumstance has occurred subsequent to year end that has significantly affected, or may
significantly affect, the operations of the Group, the results of those operations or the state of affairs of the
Group or economic entity in subsequent financial years.
Constellation Technologies Limited
Annual Report 2024
50
Notes to the Consolidated Statements continued …
15. Related party transactions
Key management personnel compensation
2024
2023
$
$
Short-term employee benefits
404,184
381,689
Post-employment benefits
30,360
29,166
Share-based payments
30,000
-
464,544
410,855
Detailed remuneration disclosures are provided in the remuneration report.
Constellation Technologies Limited
Annual Report 2024
51
Notes to the Consolidated Statements continued …
Transactions with other related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable
than those available to other parties unless otherwise stated. The following transactions occurred during the
year ended 30 June 2024 with related parties and were outstanding as the reporting date:
During the Year
Outstanding
at end of Year
During the
Year
Outstanding
at end of Year
2024
2024
2023
2023
$
$
$
$
Office rent and outgoings paid on an
arm's length commercial basis to FNJ
Properties Pty Ltd, a company
associated with director, Leath
Nicholson in respect of the Groups's
Melbourne Offices. Compensation
received in cash.
30,000
-
26,000
-
Legal fees paid on normal commercial
terms to Nicholson Ryan Lawyers Pty
Ltd, a company associated with
director Leath Nicholson.
Compensation received in cash.
34,225
-
37,979
-
Directors fees payable to Catellen Pty
Ltd, a company associated with Leath
Nicholson
35,000
-
35,000
-
Directors fees payable to Shape
Capital Pty Ltd, a company associated
with Anoosh Manzoori
30,000
5,000
30,000
2,500
Directors fees payable to Shildplex Pty
Ltd, company associated with
Raymond Malone
35,000
74,363
35,000
39,363
Constellation Technologies Limited
Annual Report 2024
52
Notes to the Consolidated Statements continued …
16. Share-based payments
Share options and performance rights on issue
Set out below are summaries of all options & rights, including those issued under the ESOP:
2024
2023
Weighted
average
exercise price
per share
Number of
performance
rights
Weighted
average
exercise price
per share
Number of
options &
performance
rights
As at 1 July
-
-
$ 0.015
391,374,867
Granted during the year
-
44,000,000
-
-
Forfeited during the year
-
-
$ 0.015
(391,374,867)
Exercised
-
-
-
-
As at 30 June
-
44,000,000
-
-
Vested and exercisable
-
-
No share options were outstanding at the end of the year.
Performance rights outstanding at the end of the year have the following terms:
Issue Date
Recipients
Vesting Date
30 June 2024
30 June 2023
22/12/2023
Employees
30/06/2024
12,000,000
-
22/12/2023
Employees
30/06/2025
16,000,000
-
22/12/2023
Employees
30/06/2026
16,000,000
-
44,000,000
-
Weighted average remaining contractual life of rights outstanding at
end of Year:
1.5
-
Employee share scheme
The Company has established the 'employee share option plan' (ESOP) to provide long-term incentives for
employees (including directors) to deliver long-term shareholder returns. Participation in the plan is at the
Board's discretion and no individual has a contractual right to participate in the plan or to receive any
guaranteed benefits.
Shareholders last approved the Company’s capacity to issue securities under the ESOP at the 2021 Annual
General Meeting. Since the last approval, the following equity has been issued under the scheme:
Constellation Technologies Limited
Annual Report 2024
53
Notes to the Consolidated Statements continued …
Shares
Name
Term
Code
Issue Date
Grant Date
Vesting
Date
Qty
Issue
Price
Value of
Shares
Granted
Value
Vested
$
$
$
Employees
A
26/11/21
26/11/21
26/11/21
975,000
0.020
19,500 19,500
Employees
B
01/12/21
01/12/21
01/12/21
1,363,636
0.022
30,000 30,000
Employees
C
22/12/23
18/12/23
18/12/23
3,200,000
0.003
9,600 9,600
Employees
D
22/12/23
18/12/23
18/12/23
333,333
0.003
1,000 1,000
A) Issue to an employee at $0.020 each under the terms of an employment contract, being the 60 day
VWAP as at 15 January 2020.
B) Issue to an employee at $0.022 each under the term of an employment contract, being the 30 day
VWAP as at 6 January 2020.
C) Issue to employees at $0.003 each, being the closing share price as at 18 December 2023. Issued as a
reward for past services.
D) Issue to an employee at $0.003 each, being the 5 day VWAP as at 18 December 2023. Issued as a
reward for past services.
Rights
Name
Term
Code
Grant
Date
Vesting Date
Qty
Value of
Rights
Granted
Value
Vested
$
$
Kartheek Munigoti
E
30/11/2023
30/06/2024
4,000,000
12,000
-
Kartheek Munigoti
F
30/11/2023
30/06/2025
6,000,000
18,000
-
Kartheek Munigoti
G
30/11/2023
30/06/2026
6,000,000
18,000
-
Terri Bakos
E
18/12/2023
30/06/2024
4,000,000
12,000
-
Terri Bakos
F
18/12/2023
30/06/2025
6,000,000
18,000
-
Terri Bakos
G
18/12/2023
30/06/2026
6,000,000
18,000
-
Other Employee
E
30/11/2023
30/06/2024
2,800,000
8,400
-
Other Employee
H
30/11/2023
30/06/2025
2,800,000
8,400
-
Other Employee
I
30/11/2023
30/06/2026
2,800,000
8,400
-
Other Employees
E
18/12/2023
30/06/2024
1,200,000
3,600
-
Other Employees
H
18/12/2023
30/06/2025
1,200,000
3,600
-
Other Employees
I
18/12/2023
30/06/2026
1,200,000
3,600
-
Constellation Technologies Limited
Annual Report 2024
54
Notes to the Consolidated Statements continued …
E:
Issued at $0.0025 being the Company’s share price as of 5 October 2023.
Rights to vest subject to the Group achieving $1,800,000 of revenue in the 2024 financial year and the
recipient remaining employed by the Company as at the vesting date.
F:
Issued at $0.0025 being the Company’s share price as of 5 October 2023.
4,000,000 Rights will vest to each recipient subject to the Group achieving a normalized NPAT of
$300,000 over the performance period to 30/06/2025.
6,000,000 Rights will vest to each recipient subject to the Group achieving a normalized NPAT of
$1,000,000 over the performance period to 30/06/2025.
G:
Issued at $0.0025 being the Company’s share price as of 5 October 2023.
4,000,000 Rights will vest to each recipient subject to the Group achieving a normalized NPAT of
$600,000 over the performance period to 30/06/2026.
6,000,000 Rights will vest to each recipient subject to the Group achieving a normalized NPAT of
$2,000,000 over the performance period to 30/06/2026.
H:
Issued at $0.0025 being the Company’s share price as of 5 October 2023.
Rights will vest subject to the Group achieving a normalized NPAT of $300,000 over the performance
period to 30/06/2025.
I:
Issued at $0.0025 being the Company’s share price as of 5 October 2023.
Rights will vest subject to the Group achieving a normalized NPAT of $600,000 over the performance
period to 30/06/2026.
To the nature of the performance criteria associated with the above rights, approval for vesting of rights will
only occur subsequent to the signing of the applicable years financial statements.
Tranche E Rights: The Company has assessed that these rights did not vest as at 30th June 2024 and the rights
will lapse. These rights will be cancelled subsequent to 30 June 2024.
Other share based payment arrangements
No other equity has been issued to employees or directors outside of the Company ESOP during the year.
Valuation of share options
No options were issued during the year.
Constellation Technologies Limited
Annual Report 2024
55
Notes to the Consolidated Statements continued …
Expenses arising from share-based payment transactions
2024
2023
$
$
Expenses arising from rights issued to key management personnel
30,000
-
Expenses arising from shares issued to other employees
10,600
-
Expenses arising from rights issued to other employees
10,000
-
50,600
-
17. Remuneration of auditors
During the year the following fees were paid or payable for services provided by the auditor of the parent
entity, its related practices and non-related audit firms:
2024
2023
$
$
Audit and review of financial statements
PKF Brisbane Audit
61,300
58,200
61,300
58,200
Non-audit services
PKF Brisbane Audit
-
-
-
-
Constellation Technologies Limited
Annual Report 2024
56
Notes to the Consolidated Statements continued …
18. Loss per share
(a)
Reconciliation of loss used in calculating loss per share
2024
2023
$
$
(Loss)/Profit attributable to equity holders of the Group used in
calculating loss per share:
-
From continuing operations
(121,666)
(177,991)
-
From discontinued operations
-
155,695
(121,666)
(22,296)
(b)
Weighted average number of shares used as the denominator
2024
2023
No.
No.
Weighted average number of ordinary shares used as the denominator in
calculating basic and diluted loss per share
1,477,089,686
1,470,195,342
There are no share options on issue at the end of the year that could potentially have an anti-dilutive effect on
earnings per share.
There are 44,000,000 (2023: Nil) of performance rights that are not included in diluted earnings per share as
these would have an antidilutive effect on earnings per share. These potential ordinary shares are antidilutive
as their conversion to ordinary shares would decrease loss per share. If these performance rights were included
in the calculation of dilutive earnings per share, the weighted average number of shares used in the
denominator would be 1,521,089,686 (2023: 1,470,195,342).
Constellation Technologies Limited
Annual Report 2024
57
Notes to the Consolidated Statements continued …
19. Parent entity financial information
Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:
2024
2023
Note
$
$
Balance Sheet
Current assets
117,875
594,150
Non-current assets
a)
6,540,806
6,603,830
Total assets
6,658,681
7,197,980
Current liabilities
(218,145)
(195,860)
Non-current liabilities
-
-
Total liabilities
(218,145)
(195,860)
Share capital
93,084,501
93,073,901
Reserves
- Share-based payments
4,703,998
4,663,998
Retained earnings
(90,736,780)
(90,123,841)
7,051,719
7,614,058
Income Statement
Loss for the year
a)
611,183
612,939
Total comprehensive loss
611,183
612,939
a) Provision for impairment of Investment in China subsidiary
During 2022, the Company made the decision to close its China subsidiary, Beijing Constellation
Technology Development Co. Ltd. A provision for impairment for 100% of the carrying value of the
investment in the subsidiary of $1,600,000 was made in the parent entity financial statements.
Constellation Technologies Limited
Annual Report 2024
58
Notes to the Consolidated Statements continued …
20. Discontinued operations
The Company is in the process of winding down its wholly owned subsidiary in China, Beijing Constellation
Technologies Development Co., Ltd, however is experiencing delays due to the limited time commitment of
local responsible persons and Australian staff.
a)
Assets and liabilities held for sale
As at 30 June 2024, the entity held the following assets and liabilities:
30 June 2024
30 June 2023
$
$
Assets
Cash at bank
1,506
1,506
Trade and other receivables
869,009
869,009
Provision for non-recovery of trade and other
receivables
(869,009)
(869,009)
Other assets
5,061
5,061
Property, plant & equipment
65,239
65,239
Liabilities
Trade & other payables
(228,213)
(228,213)
Net liability
(156,406)
(156,406)
Provision
i)
156,406
156,406
Net liability associated with discontinued operations
-
-
i)
The Company is of the opinion that there are no liabilities associated with the Chinese entity
as there are:
▪
Sufficient receivables recorded in the accounts of the entity to settle any legitimate liability
associated with that entity.
▪
Any shortfall in assets to cover known or unknown potential liabilities associated with the
entity are highly unlikely to be recoverable from the Australian parent entity due to:
•
Limited liability of the parent company as shareholder.
•
The small value of any potential liability.
Constellation Technologies Limited
Annual Report 2024
59
Notes to the Consolidated Statements continued …
b)
Statement of Profit or Loss and other Comprehensive Income
The entity has recognised the following gains/(losses) in relation to this entity.
30 June 2024
30 June 2023
$
$
Revenue
-
-
Expenses
-
-
Other gains/(losses)
-
155,695
Gain/(Loss) from discontinued operations
-
155,695
Income tax expense
-
-
Gain/(Loss) from discontinued operations
-
156,695
Gain/(Loss) per share - discontinued operations
-
0.0106
The expenses disclosed above do not include any expenses incurred by other subsidiaries of the Group in
providing management, technical or software development services specific to Chinese projects undertaken by
the China entity.
c)
Statement of Cashflows
30 June 2024
30 June 2023
$
$
Net operating outflows
-
(1,533)
Net investing inflows/(outflows)
-
-
Net financing outflows
-
-
Net cash outflows
-
(1,533)
Constellation Technologies Limited
Annual Report 2024
60
Notes to the Consolidated Statements continued …
21. Summary of material accounting policies
This note provides a list of the material accounting policies adopted in the preparation of these consolidated
financial statements to the extent they have not already been disclosed in the other notes above. These
policies have been consistently applied to all the years presented, unless otherwise stated. The financial
statements are for the Group consisting of Constellation Technologies Limited and the entities its controlled.
a)
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 and the
Corporations Act 2001. Constellation Technologies Limited is a for-profit entity for the purpose of
preparing the financial statements.
i)
Compliance with IFRS
The consolidated financial statements of the Constellation Technologies Limited group also comply with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board (IASB).
ii)
Historical cost convention
The financial statements have been prepared on a historical cost basis.
iii)
Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity
of normal business activities and the realisation of assets and settlement of liabilities in the normal course
of business.
As disclosed in the financial statements, the Group is in a net asset position of $872,218, net current asset
position of $651,428 and has net operating cash outflows of $20,249 from continuing operations. The
Group generated a loss after tax from continuing operations for the year of $121,666. The group’s cash
position decreased to $823,290 as at 30 June 2024.
Constellation Technologies Limited
Annual Report 2024
61
Notes to the Consolidated Statements continued …
Notwithstanding the historical losses to date the directors believe that the going concern basis of
preparation is appropriate due to the following reasons:
•
Significant progress has been made in releasing the Group’s intellectual property. Revenue from
Australian operations has increased 12.24% over the prior year;
•
The Company regularly receives R&D tax incentive rebate payments each year. The FY23 rebate
was in excess of $298,806.
New and amended accounting standards and interpretations adopted by the group
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by
the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting
period. The adoption did not result in a material impact.
b)
Principles of consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power to direct the activities of the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between Group companies
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the transferred asset. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
c)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision makers. This has been identified as the Board and chief executive officer.
Constellation Technologies Limited
Annual Report 2024
62
Notes to the Consolidated Statements continued …
d)
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency
of the primary economic environment in which the entity operates ('the functional currency'). The
consolidated financial statements are presented in Australian dollar ($), which is Constellation
Technologies Limited's functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies at year end exchange rates are generally recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated
statement of profit or loss, within finance costs. All other foreign exchange gains and losses are
presented in the consolidated statement of profit or loss on a net basis within other gains/(losses).
Non-monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined. Translation differences on assets and
liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation
differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss
are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-
monetary assets such as equities classified as at fair value through other comprehensive income are
recognised in other comprehensive income.
Group companies
The results and financial position of foreign operations (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
•
assets and liabilities for each consolidated balance sheet presented are translated at the closing
rate at the date of that consolidated balance sheet
•
income and expenses for each consolidated statement of profit or loss and consolidated statement
of profit or loss and other comprehensive income are translated at average exchange rates (unless
this is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of the
transactions), and
•
all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign
entities, and of borrowings and other financial instruments designated as hedges of such investments,
are recognised in other comprehensive income. When a foreign operation is sold or any borrowings
forming part of the net investment are repaid, the associated exchange differences are reclassified to
profit or loss, as part of the gain or loss on sale.
Constellation Technologies Limited
Annual Report 2024
63
Notes to the Consolidated Statements continued …
e)
Revenue recognition
The accounting policies for the Group’s revenue from contracts with customers are explained in note 2.
f)
Income tax
The income tax expense or credit for the year is the tax payable on the current year's taxable income
based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets
and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting year in the countries where the Company and its subsidiaries and associates
operate and generate taxable income. Management periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition
of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the end of the reporting year and are expected
to apply when the related deferred income tax asset is realised or the deferred income tax liability is
settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to
utilise those temporary differences and losses.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity, respectively.
Constellation Technologies Limited
Annual Report 2024
64
Notes to the Consolidated Statements continued …
g)
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 major 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 profit or loss and other comprehensive income. Where a decision is made to
treat a major line of business or area of operations as discontinued the comparative information is
restated to reflect as if that major line of business or area of operations had been discontinued in the
prior year.
h)
Impairment of assets
Assets are tested 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. The recoverable amount is the higher of an asset's fair
value less costs of disposal and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-
financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the
impairment at the end of each reporting year.
i)
Cash and cash equivalents
For the purpose of presentation in the consolidated statement of cash flows, 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, and bank overdrafts.
Bank overdrafts are shown within borrowings in current liabilities in the consolidated balance sheet.
j)
Trade and other receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method, less loss allowance. See note 5(b) for further information about the
Group’s accounting for trade receivables and note 10(b) for a description of the Group's impairment
policies.
Constellation Technologies Limited
Annual Report 2024
65
Notes to the Consolidated Statements continued …
k)
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of
financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition. Trade and other payables are presented as current liabilities unless payment is not due
within 12 months after the reporting year. They are recognised initially at their fair value and
subsequently measured at amortised cost using the effective interest method.
l)
Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick
leave that are expected to be settled wholly within 12 months after the end of the year in which the
employees render the related service are recognised in respect of employees’ services up to the end of the
year and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities
are presented as current employee benefit obligations in the balance sheet.
Share-based payments
Share-based compensation benefits are provided to employees via the 'employee share option plan'
(ESOP). Information relating to these schemes is set out in note 16.
Employee options
The fair value of options granted under the ESOP is recognised as a share-based payment expense with a
corresponding increase in equity. The total amount to be expensed is determined by reference to the fair
value of the options granted:
•
including any market performance conditions (e.g. the Group’s share price)
•
excluding the impact of any service and non-market performance vesting conditions (e.g.
profitability, sales growth targets and remaining an employee of the Group over a specified time
period), and
•
including the impact of any non-vesting conditions (e.g. the requirement for employees to save or
holdings shares for a specific period of time).
The total expense is recognised over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each year, the Group revises its estimates of the
number of options that are expected to vest based on the non-market vesting and service conditions. It
recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding
adjustment to equity.
Constellation Technologies Limited
Annual Report 2024
66
Notes to the Consolidated Statements continued …
m)
Contributed equity
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.
n)
Loss per share
Basic loss per share
Basic loss per share is calculated by dividing:
•
the loss attributable to owners of the Group, 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 year.
Diluted loss per share
Diluted loss per share adjusts the figures used in the determination of basic loss 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 additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
o)
Rounding of amounts
The Group is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the 'rounding off'
of amounts in the financial statements. Amounts in the financial statements have been rounded off in
accordance with the instrument to the nearest dollar.
p)
Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST
incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of
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 taxation authority is included with other receivables
or payables in the consolidated balance sheet.
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 taxation authority, are presented as
operating cash flows.
Constellation Technologies Limited
Annual Report 2024
67
Notes to the Consolidated Statements continued …
q)
Inventory
Stock on hand is stated at the lower of cost and net realisable value on a ‘first in first out’ (FIFO) or
Average Cost basis, dependent on the nature of the stock item. Costs of purchased inventory are
determined after deducting rebates and discounts received or receivable. Net realisable value is the
estimated selling price in the ordinary course of business less the estimated costs of completion and the
estimated costs necessary to make the sale.
r)
Intangibles
Research & Development expenditure
Expenditure on research activities is recognised in profit or loss as incurred.
Development expenditure is capitalised only if the expenditure can be measured reliably, the product or
process is technically and commercially feasible, future economic benefits are probable, and the Group
intends to and has sufficient resources to complete development to use or sell the asset. Otherwise, it is
recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is
measured at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is calculated to write off the cost of capitalised development costs less their estimated
residual value using the straight-line method over their estimated useful lives, and is generally recognised
in profit or loss.
The estimate useful life of captitalised development expenditure is 2 to 5 years.
Amortisation methods, useful lives and any residual values are reviewed each reporting date and
adjusted if appropriate.
Constellation Technologies Limited
Annual Report 2024
68
Consolidated Entity Disclosure Statement
The below list relates to entities that are in the consolidated financial statements at 30 June 2024, as required
by the Corporations Act 2001 s.295 (3A)(a).
Name of entity
Body corporate,
Partnership or
Trust
Percentage
share
capital
held by the
Company
(%)
Country of
incorporation
Jurisdiction of tax
residency
Constellation Technologies
Limited
Body Corporate
n/a
Australia
Australia
Constellation Technologies
Australia Pty Ltd
Body corporate
100
Australia
Australia
CCP IoT Technologies Pvt Ltd
Body corporate
100
India
India/Australia1
Beijing Constellation Technology
Development Co., Ltd
Body corporate
100
China
China
CCP IP Pty Ltd
Body corporate
100
Australia
Australia
CCP Asia Pacific Pty Ltd
Body corporate
100
Australia
Australia
CCP Network North America Inc.
Body corporate
100
United States
United States/Australia1
Agen Inc.
Body corporate
100
United States
United States/Australia1
1 As at 30th June 2024, based on the interpretations required for the purposes of making a consolidated entity disclosure statement in
accordance with Section 295 (3A) of the Corporations Act, these subsidiaries had Australia as an additional tax residency to their country
of incorporation.
Basis of Preparation
The Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations
Act 2001. It includes certain information for each entity that was part of the consolidated entity at the end of
the financial year.
Determination of Tax Residency
Section 295 (3A) of the Corporations Act 2001 defines tax residency as having the meaning in the Income tax
Assessment Act 1997. The determination of tax residency involves judgement as there are currently several
different interpretations that could be adopted, and which could give rise to a different conclusion on
residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency – The consolidated entity has applied current legislation and judicial precedent,
including having regard to the Tax Commissioner’s public guidance in Tax Ruling TR 2018/5 and PCG 2019/9.
Foreign tax residency – The consolidated entity has applied current legislation and judicial precedent in the
determination of foreign tax residence.
Constellation Technologies Limited
Annual Report 2024
69
Director’s Declaration
In the directors' opinion:
the financial statements and notes set out on pages 28 to 68 are in accordance with the Corporations Act
2001, including:
•
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements, and
•
giving a true and fair 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,
•
the information disclosed in the attached consolidated entity disclosure statement is true and correct,
and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
Note 21(a) confirms that the financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board.
The directors have been given the declarations by the chief executive officer and chief financial officer
required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of directors.
Mr Kartheek Munigoti
Executive Director and Chief Executive Officer
Constellation Technologies Limited
Annual Report 2024
70
Independent Auditors Report
Constellation Technologies Limited
Annual Report 2024
71
Constellation Technologies Limited
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72
Constellation Technologies Limited
Annual Report 2024
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Constellation Technologies Limited
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74
Constellation Technologies Limited
Annual Report 2024
75
Shareholder Information
As at 15 August 2024
Distribution of equity securities
The number of shareholders, by size of holding in each class of equity are:
Ordinary Shares
Distribution
No. of holders
No. of shares
100,001 and over
624
1,457,296,564
10,001 to 100,000
361
17,216,355
5,001 to 10,000
13
115,552
1,001 to 5,000
35
84,957
1 to 1,000
123
20,275
Total
1,156
1,474,733,703
There were 693 holders of less than a marketable parcel of 44,124,715 ordinary shares.
Performance Rights
Distribution
No. of holders
No. of rights
100,001 and over
5
44,000,000
10,001 to 100,000
-
-
5,001 to 10,000
-
-
1,001 to 5,000
-
-
1 to 1,000
-
-
Total
5
44,000,000
Constellation Technologies Limited
Annual Report 2024
76
Shareholder Information
Twenty largest holders of quoted securities are:
Name of registered holder
No. of
shares
% of
holding
1
LG Equities Pty Ltd
94,466,988
6.41
2
Mr Yi Zhang
90,000,000
6.10
3
Mr Amarandhar Reddy Kotha
80,000,000
5.42
4
Black Bass Pty Ltd
51,189,192
3.47
5
Mrs Xiaofang Zhang
44,000,000
2.98
6
Mr Xiaoniu Bao
41,760,000
2.83
7
Ms Mengjiao Zhao
35,001,603
2.37
8
Berne No 132 Nominees Pty Ltd
30,750,000
2.09
9
Kartheek Munigoti Shankar Rao
30,341,882
2.06
10
Berne No 132 Nominees Pty Ltd
30,000,000
2.03
11
Austanco PtyLtd
21,975,000
1.49
12
Hongmen Capital Holdings Pty Ltd
21,688,474
1.47
13
Mr Jarrod David Shelley
20,829,271
1.41
14
Mr Chris Carr + Mrs Betsy Carr
20,000,000
1.36
15
Mr Christopher Thomas Titmarsh
18,004,625
1.22
16
DSA Superannuation Nominees Pty Ltd
17,000,000
1.15
17
Phil Munday Investments Pty Ltd
16,601,666
1.13
18
BNP Paribas Nominees Pty Ltd
15,925,409
1.08
19
Mr Hongliang Cai
14,000,000
0.95
20
Radell Pty Ltd
13,003,423
0.88
706,537,533
47.91
Substantial shareholders
The names of the substantial shareholders who have notified the Group in accordance with section 371B of
the Corporations Act 2001 are as follows. Quantity and Percentage of shares stipulated are as supplied by
the substantial shareholder and may not necessarily reflect their actual holding on the register:
Name of registered holder
No. of
shares
% of
holding
1
Raymond Malone
156,276,694
11.61
2
Mengjiao Zhao
84,865,427
5.78
3
Amarandhar Reddy Kotha
80,000,000
5.44
4
K&M Holdings Australia Pty Ltd
35,840,430
7.03
5
Mainline Solutions Pty Limited
33,249,673
6.52
6
S&M French Investments Pty Ltd
28,984,983
5.69
Constellation Technologies Limited
Annual Report 2024
77
Shareholder Information
Voting rights
The voting rights attached to equity securities are set out below:
Ordinary shares
Each ordinary share is entitled to on 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 and performance rights
Options and performance rights are not entitled to voting rights.
Unquoted equity security holdings greater than 20%
No single shareholder has an unquoted equity holding greater than 20%.
Escrowed securities holdings
No securities are currently subject to escrow conditions.
On market buy-back
There is no current on-market buy-back of the Group’s securities.