Flexiroam Limited ABN 47 090 671 819 and its Controlled Entities
Appendix 4E
RESULTS FOR ANNOUNCEMENT TO THE MARKET
% INCREASE /
(DECREASE)
YEAR ENDED
31 MAR 2021
$
YEAR ENDED
31 MAR 2020
$
Revenue from ordinary activities
(65.4)%
2,520,003
7,284,824
Loss after tax from ordinary activities attributable to
members
Net loss for the period attributable to members
(0.8)%
(0.8)%
(2,439,481)
(2,458,797)
(2,439,481)
(2,458,797)
DIVIDEND INFORMATION
Dividend – current reporting period
Dividend – previous reporting period
AMOUNT
PER SHARE
FRANKED AMOUNT
PER SHARE
Nil
Nil
Nil
Nil
TANGIBLE ASSET BACKING PER ORDINARY SHARE
Tangible asset backing per ordinary share – previous reporting period
305,204,293
Tangible asset backing per ordinary share – current reporting period
500,647,030
(1.68)
(0.68)
SHARES
CENTS
Additional Appendix 4E disclosures can be found in the Notes to the Flexiroam Limited Financial Report for Year Ended 31 March 2021 and Results for
Year Ended 31 March 2021 lodged with the ASX on 17 May 2021.
1
For personal use only ANNUALREPORT2021Consolidated Annual Financial Report for the Year Ended 31 March 2021For personal use only ANNUAL REPORT 2021
Consolidated Annual Financial Report
for the Year Ended 31 March 2021
For personal use only TABLE OF
CONTENTS
MESSAGE TO SHAREHOLDERS FROM CEO
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
ASX INFORMATION
CORPORATE INFORMATION
2
4
14
16
17
18
19
20
43
44
48
51
FLEXIROAM
ANNUAL REPORT 2021
For personal use only MESSAGE TO SHAREHOLDERS
FROM CEO
Dear Shareholders,
It is my pleasure to present Flexiroam’s Annual Report
for the 2021 fiscal year (FY2021), a year that reflects
the team’s efforts to respond to COVID-19 by realigning
the cost base and positioning the business for a travel
recovery. The challenge presented in FY2021, also came
with great opportunity and we made significant progress
on evolving the business to be an Internet of Things (IoT)
connectivity solutions provider.
FLEXIROAM IS A TECH LED CONNECTIVITY BUSINESS
WITH UNLIMITED USE CASES
While Flexiroam has established itself as a consumer
facing travel roaming data business, we recognise
that there are substantial opportunities to leverage
our innovative technology and infrastructure to offer
connectivity solutions across any communication device,
in any part of the world. Our core strengths lie in our global
network coverage and partners, which span 580 mobile
network operators in more than 100 countries. We are
now harnessing our expertise and experience to develop
IoT connectivity solutions, where we offer cost efficiency,
security and seamless scalability.
Our first move into the large IoT market has been via the
mobile point-of-sale (mPOS) market, where we successfully
secured two major mPOS companies as clients in Malaysia,
who together have over 40% of the domestic market
share. With the rapid rise in mPOS terminal deployment in
the region, it’s paramount that merchants have a reliable
and secure connection, and I am excited for our prospects
to scale out across Southeast Asia in the near term. There
are also significant opportunities for us to grow in global
markets over time, as we leverage our global network and
build sustainable recurring revenue streams.
The unlimited possibilities within IoT have allowed us to
go much wider and deeper in partnership conversations.
Active conversations are taking place across a number of
different industries and verticals in a variety of territories
globally. Electricity meters, smart appliances, multi-faceted
airline partnerships spanning consumer, staff and aviation
solutions in countries as disparate as Mexico, UAE, Malta
and all across South East Asia are just some of what the
team is working on.
A change of leadership was also put in place early
in FY2022 to underpin future growth. Having been
appointed to the Board in February, I was honoured to be
appointed Chief Executive Officer and Executive Director
in April, to lead the Company through its next phase of
global growth and I am confident that the team we are
building will deliver significant results. Jef Ong has a
strong passion for innovation and transitioned to the
newly created role of Chief Innovation Officer & Executive
Director, where he is focused on ensuring our products
remain at the forefront of the technology curve. We are in
the process of recruiting for a Chief Revenue Officer and
Chief Technology Officer, both of whom are likely to be
based in Europe, along with a number of other roles to
grow the capability of the team.
TRAVEL BUSINESS IS POSITIONED FOR A RECOVERY
While the Company has not been immune to the
challenging environment, we demonstrated our ability to
preserve cash and mitigate the impact as our business
pivots towards the IoT solutions space, and I am proud
of the work our team has done to stabilise the business
during this period.
Despite the impact from the pandemic, we generated our
first positive normalised EBITDA1, which is a significant
milestone and a testament to our efforts to carefully
manage costs. Our major cost item relates to network
connectivity, which trends in line with customer usage,
which significantly declined over the year. We also
reduced our sales and marketing expenses significantly,
while demand from travel customers remains subdued.
FINANCIAL PERFORMANCE
Our financial results reflect the impact of lockdown
restrictions and our transition towards becoming an IoT
connectivity solutions provider. While our top line results
were impacted, we still were able to deliver a remarkable
bottom-line performance and solid cash flow.
Revenue declined to $2.52 million (FY2020: $7.28 million),
due to a reduction in data and roaming service demand.
We delivered a 30% decline in our cost base, including
significantly lower network costs, which resulted in a
Normalised1 Gross Profit of $2.16 million equivalent with
85% of revenue (FY2020: $2.84 million equivalent with
39% of revenue), and we delivered our maiden normalised
EBITDA profit of $1.02 million (FY2020: loss of $3.02
million). Our statutory EBITDA includes a provision of one-
off extraordinary expense of $3.10 million, relating to a
commitment with a telecommunications provider for data
purchases, entered into prior to the COVID-19 pandemic.
We are liaising with the operator to move out the purchase
commitment to a period after travel restrictions are lifted,
when we expect to see a strong rebound in demand for
data.
1 Excluding Forex translation and one-off extraordinary provision
2
FLEXIROAMANNUAL REPORT 2021For personal use only MESSAGE TO SHAREHOLDERS FROM CEO
Cash receipts declined to $1.77 million (FY2020: $9.13 million), however pleasingly
we delivered the highest quarterly cash receipts of the year in the final quarter
of $0.62 million and the improvement in cash outflow from operating activities
underpinned positive operating cash flow of $0.08 million. We ended the year
with a strong cash balance of $2.81 million, which is supportive of our growth
plans.
FLEXIROAM SOLUTIONS UNDERPINS POSITIVE OUTLOOK
The fiscal year 2022 has begun on an encouraging note, with our first
regional mPOS agreement expected to be signed imminently. A multi-country
agreement with a key player in the industry will validate the effort and focus the
team has put into this pivot and this regional partnership will be the perfect use
case as we expand globally.
During the first half of FY2022 we are focused on laying the groundwork for global
growth. We are enhancing our infrastructure to ensure that we have the ability to scale to
billions of devices globally and allow various IoT verticals to embed connectivity into their applications. Having a strong
set of global growth opportunities, it is a priority for us to make key additions to our global team, many of whom will be
based in Europe and the Middle East. As we execute on IoT opportunities, we will also improve our business proposition
by developing key eSIM solutions to capture the IoT demand explosion.
Our focus for the second half of the year will be on further evolving our product suite and infrastructure as we close
strategic deals to drive revenue expansion in FY2023. Key to our growth strategy will be our continued focus on pursuing
highly scalable eSIM opportunities and accelerating our mPOS penetration into South East Asia. We also plan to further
build out corporate partnerships to assist us to scale and penetrate large markets across both our Travel and Solutions
verticals.
Having focused on stabilising the business and pivoting towards the IoT field during FY2021, I am very excited about our
prospects to drive the business into new markets, increase our market share and capitalise on the expanding need for
global connectivity, over the long term.
APPRECIATION
While FY2021 was a year of significant challenges, I am proud of the efforts that our team put in to position the business
well for recovery. The steps taken in early FY2021 are a true reflection of who Flexiroam is. The team acted quickly and
decisively to reduce the cost base, protect the interests of shareholders and ensure the business impact from the global
travel lockdown was limited. In addition, the management team led by Jef, acted tirelessly to ensure that every Flexiroam
employee that was being made redundant would find employment elsewhere, with a 100% success rate, some of whom
have since rejoined us.
I would like to thank the Board, Management Team and all the members of the Flexiroam family for their efforts during the
year and for their commitment to our success. On behalf of the Board, I would like to thank our investors for supporting
our business. Our Company is well positioned for success as we aim to scale out our technology globally and we look
forward to delivering a strong performance in FY2022 and beyond.
Marc Barnett
Chief Executive Officer
3
FLEXIROAMANNUAL REPORT 2021For personal use only DIRECTORS’ REPORT
The Directors of Flexiroam Limited (‘the Company’) and its controlled entities submit herewith their report together with
the financial statements of the company (‘the Group’) for the year ended 31 March 2021.
1. DIRECTORS
The names and particulars of the directors of the Company during or since the end of the year are:
Jefrey Ong
Executive Director and CEO, transitioned to newly-created role of Chief Innovation Officer on 27 April 2021
Appointed 18 March 2015
Jefrey has over 15 years of experience in the telecommunications industry and has co-founded three different technology-
based companies. He is currently a Director of Flexiroam Sdn Bhd, and Reapfield Technology Sdn Bhd.
Jefrey is a graduate from Chaplain College with a Bachelor Degree in Computer Science.
Jefrey has not held directorships in any other Australian listed companies during the past three financial years.
Tat Seng Koh
Non-Executive Director, re-designated as an Executive Director effective from 2 November 2020, moved
back into the role of Non-Executive Director on 27 April 2021
Appointed 3 September 2018
Tat Seng Koh has extensive experience in investment banking and corporate finance. He has successfully listed many
companies on stock exchanges and raised funds in the debt and equity market.
He was instrumental in the listing of MayAir Group plc and PureCircle Ltd on the AIM Market, London Stock Exchange in
2015 and 2007 respectively. He held the position of Executive Director/Group Chief Financial Officer of MayAir Group
plc and was the Group Chief Financial Officer of PureCircle Ltd. Prior to joining PureCircle Ltd, Tat Seng was Head of
Corporate Finance at Avenue Securities Sdn Bhd (a member of the ECM Libra Avenue Group) and Associate Director
of Corporate Finance of CIMB Investment Bank Berhad, a leading investment bank in Malaysia. He started his career at
Coopers & Lybrand (now known as PWC) upon obtaining his bachelor’s degree in accounting from University of Malaya in
1990. He is a member of the Malaysian Institute of Accountants and was a member of the Listing Committee of the Labuan
International Financial Exchange, a wholly owned subsidiary of Bursa Malaysia Berhad.
Tat Seng has not held directorships in any other Australian listed companies during the past three financial years.
Tuck Yin Choy
Non-Executive Director
Appointed 13 May 2019
Tuck Yin has an extensive experience in international sales and marketing, currently serving as Global Sales Manager for
one of Germany’s largest iron and steel industrial technology companies, a role he has held for more than 10 years. He
is highly experienced in cross-cultural relationships and communication globally, and brings an analytical and systematic
approach to decision making and problem solving.
Tuck Yin holds a Bachelor of Economics (Accounting) degree from La Trobe University (1992).
Tuck Yin has not held directorships in any other Australian listed companies during the past three financial years.
4
FLEXIROAMANNUAL REPORT 2021For personal use only DIRECTORS’ REPORT
1. DIRECTORS - CONTINUED
Ong Thian Choy
Non-Executive Director
Appointed 1 October 2019
Ong Thian Choy is the founder and president of the Reapfield Group which started in 1984. Today, Reapfield Properties
is one of the leading real estate agencies in Malaysia, with a network of more than 600 real estate agents in Malaysia.
In his 36 years of real estate experience, Mr Ong Thian Choy was instrumental in the development of a robust business
management structure to professionalise the delivery of real estate services in the country.
Ong Thian Choy has not held directorships in any other Australian listed companies during the past three financial years.
Marc Barnett
Non-Executive Director, re-designated as an Executive Director and CEO effective from 27 April 2021
Appointed 22 February 2021
Marc Barnett has extensive experience in sales, commercial operations, finance and change management, and brings
over 12 years’ experience in C-suite roles across the Asia-Pacific region, with multinational corporations and high growth
start-ups.
Marc Barnett was most recently Chief Executive Officer of video-on-demand service iflix, until its acquisition by Tencent
in June 2020, having joined as Chief Operating Officer in 2016. He accelerated iflix’s growth to deliver 50 million app
downloads with 25 million monthly active users, rapidly expanding the business to 32 markets spanning Asia, Middle East
and Africa.
Marc Barnett held senior leadership roles at Microsoft and NineMSN. As part of the Microsoft Asia-Pacific Executive
Leadership Team, he developed the go-to-market strategy for over 100 sales staff across 13 markets in the region. He
represented the interests of Nine Entertainment Co and Microsoft in Joint Ventures.
Marc Barnett has not held directorships in any other Australian listed companies during the past three financial years.
The above-named directors held office during and since the end of the year, unless otherwise stated.
5
FLEXIROAMANNUAL REPORT 2021For personal use only DIRECTORS’ REPORT
2. COMPANY SECRETARY
Natalie Teo (appointed 14 February 2020)
Natalie Teo graduated with a Masters in Accounting from Curtin University in Western Australia and holds a Graduate
Diploma in Applied Corporate Governance with the Governance Institute of Australia. Ms Teo is a Chartered Secretary
and an Associate of the Governance Institute of Australia.
She is currently the secretary to several ASX-listed entities and is working with a firm which provides company secretarial
and accounting services to both listed and unlisted entities.
3. PRINCIPAL ACTIVITIES
The Group is involved in the telecommunications industry. There have been no significant changes in the nature of the
activities during the year.
4. REVIEW OF OPERATIONS
The information and analysis about the Group’s financial performance in financial year 2021 are detailed in the Financial
Performance section beginning on page 2 of this annual report.
The details on the appointment and resignation of directors in the 2021 financial year are disclosed elsewhere in the
Director’s Report beginning on page 4.
5. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
The impact of the coronavirus pandemic is ongoing. With the slowdown in the travel industry, the Company implemented
various cost-saving measures and maintained a lean core team. This is to service our existing partners and subscribers,
while ensuring we are ready to benefit from a recovery in traveller numbers, when the pandemic is under control.
During FY2021, the Company successfully raised a fully underwritten 1-for-3 non-renounceable rights issue of 101,734,661
fully paid ordinary shares at an issue price of $0.01 per share. The Company offered the shares which comprise the
shortfall to the Rights Offer, also at an issue price of $0.01 per share. A total of 65,805,962 new shares under the
Rights Offer were subscribed by eligible shareholders and the shortfall of 35,928,699 new shares was underwritten by
Townshend Capital Pty Ltd. A total of $1.02 million was raised, before costs.
During the FY2021, the Company issued a total of 2,439,024 fully paid ordinary shares (Related Party Shares) to the
Directors (or their nominees) in satisfaction of unpaid director fees for the period 1 April 2020 to 31 August 2020 at a
deemed issue price of $0.0246 per share.
On 17 November 2020, the Company raised $2 million through a share placement to accelerate the market growth and
continue to invest and innovate in areas of technology to strengthen Company’s future growth potential. The Placement
comprised the issue of approximately 86 million ordinary shares at $0.023 per share. The proceeds from the Placement
will be applied towards commercialisation, acceleration of market growth and further development for Flexiroam Solutions,
an Internet of Things (IoT) connectivity solutions platform, supporting and capturing the recovery of the travel sector and
general working capital purposes.
Due to the coronavirus pandemic during the year, the Company issued a total of 4,312,530 fully paid ordinary shares at a
deemed issue price of $0.024 per share on 15 December 2020 to certain employees in recognition of their contributions
to the Company throughout the year.
6. SIGNIFICANT EVENTS AFTER BALANCE DATE
On 27 April 2021, the Board appointed Marc Barnett as the Group’s Chief Executive Officer and Executive Director with a
base salary of $350,000 per annum. Jefrey Ong has taken up the role of Chief Innovation Officer and Tat Seng Koh has
transited from Executive Director to Non-Executive Director.
6
FLEXIROAMANNUAL REPORT 2021For personal use only DIRECTORS’ REPORT
7. LIKELY DEVELOPMENTS AND EXPECTED RESULTS
While the progressive rollout of COVID-19 vaccines alleviates the impact of the pandemic over time, we still expect that
COVID-19 will weigh significantly on our business throughout the first half of 2021. We foresee a rebound in the travel
industry, as travel restrictions are relaxed over time, and have positioned the business to benefit from a recovery in the
travel sector. At the same time, we will continue our efforts to pivot towards the large Internet of Things (IoT) market. Key
to our growth strategy will be our continued focus on pursuing highly scalable eSIM opportunities and accelerating our
mPOS penetration into South East Asia. We also plan to further build out corporate partnerships to assist us to scale and
penetrate large markets across both our Travel and Solutions verticals.
An important milestone was achieved in January 2021, when the company announced that it had launched eSIM support
for iPhone on its network. eSIM support for iPhone brings a new contactless data experience to our customers worldwide
and allows an instant connection without depending on logistics. We believe that moving from a physical to a fully digital
products reduces the time and cost for our business to scale. We foresee substantial opportunities to grow our business
from increased eSIM adoption over the long term.
Post launch of IoT connectivity solutions platform Flexiroam Solutions in Q3-FY2021, the Company secured a partnership
with a leading mobile point of sale (mPOS) terminal provider in the region. We will accelerate the mPOS penetration into
South East Asia and enhance our infrastructure to ensure that we have the ability to capture the IoT demand explosion
in various verticals.
We also intend to further build our corporate partnerships to assist us to scale and penetrate large markets across both
our Travel and Solutions verticals.
8. ENVIRONMENTAL LEGISLATION
The entity is not subject to any significant environmental legislation.
9. MEETINGS OF DIRECTORS
The number of meetings of the company’s Board of Directors attended by each Director during the year ended 31 March
2021 was:
DIRECTOR
Jefrey Ong
Tat Seng Koh
Tuck Yin Choy
Ong Thian Choy
Marc Barnett1
MEETINGS HELD
WHILE IN OFFICE
MEETINGS
ATTENDED
7
7
7
6
Nil
7
7
7
6
Nil
1 Appointed as Non-Executive Director on 22 February 2021, re-designated as an Executive Director and CEO on
27 April 2021
The Board of Directors approved 9 circular resolutions during the year ended 31 March 2021 which were signed by all
Directors of the Company.
7
FLEXIROAMANNUAL REPORT 2021For personal use only DIRECTORS’ REPORT
10. REMUNERATION REPORT (AUDITED)
This report outlines the remuneration arrangements in place for Directors and other Key Management Personnel of the
Group.
10.1 KEY MANAGEMENT PERSONNEL DISCLOSED IN THIS REPORT
i) Jefrey Ong (Executive Director and Chief Executive Officer);
ii) Tat Seng Koh (Executive Director);
iii) Tuck Yin Choy (Non-Executive Director);
iv) Ong Thian Choy (Non-Executive Director); and
v) Marc Barnett (Non-Executive Director, appointed 22 February 2021)
10.2 REMUNERATION GOVERNANCE
Due to its size, the Company does not have a Remuneration Committee. The Board has not used remuneration consultants
in determining the remuneration of Key Management Personnel. The compensation of Key Management Personnel is
reviewed by the Board annually.
The Board assesses the appropriateness of the nature and amount of remuneration of such persons on a periodic basis
by reference to relevant employment market conditions with the overall objective of ensuring maximum shareholder
benefit from retention of high quality Key Management Personnel. External advice on remuneration matters is sought
whenever the Board deems it necessary but has not been sought during the reporting period.
The remuneration of the Key Management Personnel is not dependent on the satisfaction of a performance condition
other than as set out in this report.
10.3 NON-EXECUTIVE DIRECTOR REMUNERATION
The Board seeks to set remuneration of Non-Executive Directors at a level which provides the Company with the ability
to attract and retain Directors of the highest calibre, whilst incurring a cost which is appropriate at this stage of the
Company’s development.
The Directors had resolved that Non-Executive Directors’ fees range up to $36,000 per annum for each Non-Executive
Director.
In addition, Non-Executive Directors are entitled to be paid reasonable travelling, accommodation and other expenses
incurred as a consequence of their attendance at meetings of Directors and otherwise in the execution of their duties as
Directors.
The maximum annual aggregate directors’ fee pool limit is $250,000 and was approved by shareholders at the annual
general meeting held on 30 November 2011.
8
FLEXIROAMANNUAL REPORT 2021For personal use only DIRECTORS’ REPORT
10. REMUNERATION REPORT (AUDITED) - CONTINUED
10.4 EXECUTIVE REMUNERATION
The following table discloses the contractual arrangements with the Group’s Key Management Personnel.
a. FLEXIROAM LIMITED
COMPONENT
Fixed remuneration
Contract duration
CEO DESCRIPTION
$120,000 per annum
3 years commencing on 16 May 2015
Notice by the individual/company
Other entitlements
6 months
Annual leave
b. SUMMARY OF AMOUNTS PAID TO KEY MANAGEMENT PERSONNEL
The table below discloses the compensation of the Key Management Personnel of the Group during the year ended
31 March 2021.
SHORT-TERM
EMPLOYEE
BENEFITS
SALARY &
FEES
$
POST-
EMPLOYMENT
SUPERANNUA
TION
$
SHARE-
BASED
PAYMENTS
$
BONUS
$
TOTAL
$
PERCENTAGE
OF TOTAL
REMUNERATION
FOR THE YEAR
LINKED TO
PERFORMANCE
%
YEAR ENDED
31 MARCH 2021
Directors – Flexiroam Limited
Jefrey Ong
Tat Seng Koh
Tuck Yin Choy
Ong Thian Choy
Marc Barnett
Directors – Flexiroam Sdn Bhd
Si Pin Lim
2021 Total
139,515
792
35,966
19,178
21,000
3,750
-
-
-
-
-
-
5,902
3,297
1,822
-
-
-
15,000
161,209
0.5
15,000
54,263
15,000
36,000
15,000
36,000
-
-
3,750
-
-
-
-
-
-
219,409
792
11,021
60,000
291,222
0.5
9
FLEXIROAMANNUAL REPORT 2021For personal use only DIRECTORS’ REPORT
10. REMUNERATION REPORT (AUDITED) - CONTINUED
SHORT-TERM
EMPLOYEE
BENEFITS
SALARY &
FEES
$
POST-
EMPLOYMENT
SUPERANNUA
TION
$
SHARE-
BASED
PAYMENTS
$
BONUS
$
YEAR ENDED
31 MARCH 2020
Directors – Flexiroam Limited
Jefrey Ong
Tat Seng Koh
Tuck Yin Choy
Ong Thian Choy
Dato’ Larry Gan
Nyap Liou
Directors – Flexiroam Sdn Bhd
Si Pin Lim
2020 Total
154,398
35,801
31,839
28,302
17,971
-
268,311
-
-
-
-
-
-
-
4,212
-
-
-
-
-
4,212
-
-
-
-
-
-
-
TOTAL
$
158,610
35,801
31,839
28,302
17,971
-
272,523
PERCENTAGE
OF TOTAL
REMUNERATION
FOR THE YEAR
LINKED TO
PERFORMANCE
%
-
-
-
-
-
-
-
No member of key management personnel appointed during the year received a payment as part of his or her
consideration for agreeing to hold the position (31 March 2020: $nil).
Cash bonus of $792 was granted as compensation for the current financial year (31 March 2020: $nil).
c. EMPLOYEE SHARE OPTION PLAN
No employee share options were granted as remuneration for the current financial year (31 March 2020: $nil).
10.5 EQUITY HOLDINGS OF KEY MANAGEMENT PERSONNEL
a. FULLY PAID ORDINARY SHARES
During the FY2021, the Company has issued a total of 2,439,024 fully paid ordinary shares (Related Party Shares)
to the Directors (or their nominees) in satisfaction of unpaid director fees for the period 1 April 2020 to 31 August
2020 at a deemed issue price of $0.0246 per share.
Fully paid ordinary shares issued by Flexiroam Limited to Key Management Personnel are as follows:
10
FLEXIROAMANNUAL REPORT 2021For personal use only DIRECTORS’ REPORT
10. REMUNERATION REPORT (AUDITED) - CONTINUED
31 MARCH 2021
BALANCE AT
1 APRIL 2020
ALLOTMENT/
PURCHASE OF
SHARES
DISPOSAL
OF SHARES
NET OTHER
CHANGES
BALANCE AT
31 MARCH 2021
BALANCE
HELD
NOMINALLY
NUMBER
NUMBER
NUMBER
NUMBER
NUMBER
NUMBER
Directors – Flexiroam Limited
Jefrey Ong
61,411,430
609,756
Tat Seng Koh
23,960,000
15,262,162
Ong Thian Choy
61,000,000
20,943,089
Tuck Yin Choy
-
609,756
Directors – Flexiroam Sdn Bhd
Si Pin Lim
4,500,000
-
-
-
-
-
-
-
-
-
-
-
62,021,186
39,222,162
-
-
81,943,089
1,333,333
609,756
4,500,000
-
-
b. SHARE OPTIONS HELD BY KEY MANAGEMENT PERSONNEL
Share options issued by Flexiroam Limited to Key Management Personnel are as follows:
DIRECTORS
GRANT DATE
EXCERCISE PRICE
NUMBER
FAIR VALUE
EXPIRY DATE
Jefrey Ong
31 October 2019
Tat Seng Koh
31 October 2019
Ong Thian Choy
31 October 2019
$0.12
$0.12
$0.12
12,282,286
4,792,000
12,200,200 1
$nil
$nil
$nil
31 October 2022
31 October 2022
31 October 2022
1 200,000 options are held through indirect holdings
c. PERFORMANCE RIGHTS
During the year ended 31 March 2021 no share performance rights were granted or exercised by key management
personnel.
10.6 VOTING AND COMMENTS MADE AT THE COMPANY’S 2020 ANNUAL GENERAL MEETING
The Company received 100% votes of those shareholders who exercised their right to vote, in favour of the remuneration
reports for the 2020 financial period. The Company did not receive any specific feedback at the AGM or throughout the
period on its remuneration practices.
10.7 LOANS TO KEY MANAGEMENT PERSONNEL
There were no loans to key management personnel.
(This is the end of the Audited Remuneration Report.)
11
FLEXIROAMANNUAL REPORT 2021For personal use only DIRECTORS’ REPORT
11. INDEMNITY AND INSURANCE OF OFFICERS
The Company has not indemnified the directors and executives of the company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, and no insurance premium has been paid in respect
of a contract to insure the directors and officers of the company.
12. INDEMNITY AND INSURANCE OF AUDITORS
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the
company or any related entity.
13. PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings
to which the Company is party for the purpose of taking responsibility on behalf of the Company for all or any part of these
proceedings. The Company was not a party to any such proceedings during the year.
14. INTERESTS IN THE SHARES, OPTIONS AND PERFORMANCE RIGHTS OF THE COMPANY AND
RELATED BODIES CORPORATE
The following relevant interests in shares and options of the Company or a related body corporate were held by the
Directors as at the date of this report.
DIRECTORS
FULLY PAID
ORDINARY SHARES
SHARE OPTIONS
PERFORMANCE RIGHTS
NUMBER
NUMBER
NUMBER
Directors – Flexiroam Limited
Jefrey Ong
Tat Seng Koh
Tuck Yin Choy
Ong Thian Choy
Directors – Flexiroam Sdn Bhd
62,021,186
39,222,162
609,756
81,943,089
12,282,286
4,792,000
-
12,200,000
Si Pin Lim
4,500,000
-
-
-
-
-
-
15. SHARE OPTIONS
During the year ended 31 March 2020, share options were issued in relation to Renounceable Entitlement Offer completed
in 31 October 2019 where ordinary fully paid shares were issued at a price of $0.02 each with one attaching new option
for each share. The options form a new class of quoted securities (ASX: FRXO). These options do not entitle holders to
participate in dividends.
At the date of this report, unissued ordinary shares of the Company under option are:
GRANT DATE
EXPIRY DATE
EXERCISE PLAN
NUMBER
31 October 2019
31 October 2022
$0.12
65,620,842
12
FLEXIROAMANNUAL REPORT 2021For personal use only DIRECTORS’ REPORT
16. NON-AUDIT SERVICES
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Company are important.
The Directors are also satisfied that the provision of non-audit services by an auditor is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision
of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the
Corporations Act 2001 for the following reasons:
• All non-audit services have been reviewed by the Board fulfilling the role of an audit committee to ensure they do not
impact the impartiality and objectivity of the auditor; and
• None of the services undermine the general principles relating to auditor’s independence as set out in APES 110
Code of Ethics for Professional Accountants.
During the year, no fees have been paid or payable for non-audit services provided by the auditor of the parent entity, its
related practices and non-related audit firms.
17. DIVIDENDS
No dividends were paid during the year and no recommendation is made as to dividends.
18. AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is included
in this Annual Financial Report.
Marc Barnett
Chief Executive Officer
Signed on this 17th day in May 2021
13
FLEXIROAMANNUAL REPORT 2021For personal use only AUDITOR’S INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
As lead auditor of the review of Flexiroam Limited for the year ended 31 March 2021, I declare that,
to the best of my knowledge and belief, there have been:
•
•
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Flexiroam Limited and the entities it controlled during the year.
Rothsay Auditing
Daniel Dalla
Partner
17 May 2021
14
FLEXIROAMANNUAL REPORT 2021For personal use only
FLEXIROAM
ANNUAL REPORT 2021
15
For personal use only CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2021
Revenue
Cost of sales
Cost of sales - expired volume commitment
Gross (loss) / profit
Interest received
Foreign exchange (losses) / gains
Other income
Gain on disposal of plant and equipment
Administration and operating expenses
Selling and marketing expenses
Research and development
Staff costs
Bad debts written off
Depreciation and amortisation
Plant and equipment written off
Finance expenses
Loss before income tax
Income tax expense
Loss for the year
Other comprehensive income / (loss)
Items that may be re-classified to profit or loss:
Foreign exchange translation
Total other comprehensive income / (loss), net
of tax
NOTE
6
YEAR ENDED
31 MARCH 2021
$
YEAR ENDED
31 MARCH 2020
$
2,520,003
(357,667)
(3,148,706)
(986,370)
1,459
(216,711)
105,246
2,462
(558,594)
(273,363)
(107,650)
(295,597)
(7,536)
(25,608)
(19,386)
(57,833)
7,284,824
(4,441,946)
-
2,842,878
1,150
1,012,136
326
-
(893,540)
(3,251,390)
(527,705)
(1,186,092)
-
(62,687)
-
(393,873)
(2,439,481)
(2,458,797)
14
-
-
(2,439,481)
(2,458,797)
1,114,111
1,114,111
(1,538,760)
(1,538,760)
Total comprehensive loss for the year/period
(1,325,370)
(3,997,557)
Loss per share (basic and diluted)
17
(0.60) cents
(0.92) cents
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction
with the accompanying notes.
16
FLEXIROAMANNUAL REPORT 2021For personal use only CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2021
NOTE
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
CURRENT ASSETS
Cash and cash equivalents
7
2,809,608
Trade and other receivables
Inventory
Other assets
Total current assets
NON-CURRENT ASSETS
Plant and equipment
Right-of-use asset
Total non-current assets
Total Assets
CURRENT LIABILITIES
Trade and other payables
Deferred revenue
Lease liability
Total current liabilities
Total Liabilities
Net Assets
EQUITY
Issued capital
Reserves
Accumulated losses
Total equity
116,005
321,190
130,876
615,741
157,087
416,365
130,708
9
10
11
12
13
15
16
3,377,679
1,319,901
28,875
-
28,875
73,304
12,666
85,970
3,406,554
1,405,871
4,756,585
2,029,804
3,434
6,789,823
6,789,823
(3,383,269)
42,427,553
(2,628,505)
(43,182,317)
(3,383,269)
2,392,770
4,119,431
12,416
6,524,617
6,524,617
(5,118,746)
39,366,706
(3,742,616)
(40,742,836)
(5,118,746)
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
17
FLEXIROAMANNUAL REPORT 2021For personal use only CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2019
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR
ENDED 31 MARCH 2021
Balance at 1 April 2019
Loss for the year
Other comprehensive loss for the year
Total comprehensive loss for the year
Shares issued during the year
Share issue costs
ISSUED CAPITAL
$
OPTION AND
PERFORMANCE
RIGHTS
RESERVE
$
FOREX
TRANSLATION
RESERVE
$
ACCUMULATED
LOSSES
$
TOTAL
$
37,429,139
299,993
(2,503,849)
(38,284,039)
(3,058,756)
-
-
-
2,037,174
(99,607)
-
-
-
-
-
-
(2,458,797)
(2,458,797)
(1,538,760)
-
(1,538,760)
(1,538,760)
(2,458,797)
(3,997,557)
-
-
-
-
2,037,174
(99,607)
Balance at 31 March 2020
39,366,706
299,993
(4,042,609)
(40,742,836)
(5,118,746)
Balance at 1 April 2020
Loss for the year
Other comprehensive income for the year
Total comprehensive income/(loss) for the year
Shares issued during the year
Share issue costs
39,366,706
299,993
(4,042,609)
(40,742,836)
-
-
-
3,180,847
(120,000)
-
-
-
-
-
-
(2,439,481)
-
(5,118,746)
(2,439,481)
1,114,111
(2,439,481)
(1,325,370)
-
-
3,180,847
(120,000)
1,114,111
1,114,111
-
-
Balance at 31 March 2021
42,427,553
299,993
(2,928,498)
(43,182,317)
(3,383,269)
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
18
FLEXIROAMANNUAL REPORT 2021For personal use only CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2021
NOTE
YEAR ENDED
31 MARCH 2021
$
YEAR ENDED
31 MARCH 2020
$
8
9
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest paid
Interest received
Net cash flows used in operating activities
Cash flows from investing activities
Purchase of plant and equipment
Proceeds from disposal of plant and equipment
Net cash flows provided by/(used in) investing activities
Cash flows from financing activities
Proceeds from issue of share capital
Payments for share issue costs
Borrowings – payments
Net cash flows provided by financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Foreign exchange fluctuations on opening cash balances
1,772,456
9,134,371
(2,254,603)
(10,564,638)
(57,833)
1,459
(393,873)
1,150
(538,521)
(1,822,990)
-
2,335
2,335
3,017,347
(120,000)
(8,982)
2,888,365
2,352,179
615,741
(158,312)
(23,896)
-
(23,896)
2,037,175
(99,607)
(16,275)
1,921,293
74,407
528,017
13,317
615,741
Cash and cash equivalents at the end of the year
7
2,809,608
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
19
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. REPORTING ENTITY
These financial statements and notes of Flexiroam Limited (“the Company”) and its subsidiaries (collectively “the Group”)
comprise the consolidated financial statements for the Group. For the purpose of preparing the consolidated financial
statements, the Company is a for-profit entity and is domiciled in Australia. The Group is involved in the telecommunications
industry.
2. ADOPTION OF NEW AND REVISED AUSTRALIAN ACCOUNTING STANDARDS
2.1 STANDARDS AND INTERPRETATIONS APPLICABLE TO 31 MARCH 2021
In the year ended 31 March 2021, the Directors have reviewed all of the new and revised Standards and Interpretations
issued by the AASB that are relevant to the Company and effective for the current year reporting period.
2.2 STANDARDS AND INTERPRETATIONS IN ISSUE NOT YET ADOPTED
The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet effective
for the year ended 31 March 2021.
There are no other material impact of the new and revised Standards and Interpretations on the Group and therefore no
change is necessary to Group accounting policies.
3. GOING CONCERN
These financial statements have been prepared on the going concern basis, which contemplates the 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 incurred an operating loss of $2,439,481 for the year ended 31 March
2021 (31 March 2020 loss: $2,458,797) and a net cash outflow from operating activities amounting to $538,521 (31 March
2020 outflow: $1,822,990). As at 31 March 2021, the Group has a net current asset deficiency of $3,412,144 (31 March
2020: $5,204,716) and net asset deficiency of $3,383,269 (31 March 2020: $5,118,746). The ability of the Group to continue
as a going concern is dependent on the Group achieving positive operating cash flows and/or securing additional funding
through capital raising to continue to fund its operational and marketing activities. These conditions indicate the existence
of a material uncertainty that may cast significant doubt about the Group’s ability to continue as going concern.
The Directors are satisfied that the going concern basis of preparation is appropriate and there are reasonable grounds
to believe that the Group will continue as a going concern due to the following factors:
•
•
The Directors are confident in the outlook of improved financial performance of the business to deliver future
profitable operations; and/or
The Company is able to raise further capital based on historical success. The Company has raised $3.01 million
through share placement as disclosed in Note 15 to the financial statements.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge
its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial
statements. The financial report does not include any adjustments relating to the recoverability and classification of
recorded asset amounts or liabilities that might be necessary should the Group not continue as a going concern.
20
FLEXIROAMANNUAL REPORT 2021For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. SIGNIFICANT ACCOUNTING POLICIES
4.1 BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE
These general-purpose financial statements have been prepared in accordance with the Corporations Act 2001, Australian
Accounting Standards and Interpretations, and comply with other requirements of the law.
Australian Accounting Standards are equivalent to International Financial Reporting Standards (“IFRS”). Compliance with
Australian Accounting Standards ensures that these financial statements comply with International Financial Reporting
Standards. Material accounting policies adopted in the preparation of these financial statements are presented below
and have been consistently applied unless otherwise stated.
Except for the cash flow information, the financial statements have been prepared on an accruals basis and are based
on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial
assets and financial liabilities.
4.2 BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Company and its subsidiaries. Control is achieved when the Company:
•
•
•
has power over the investee;
is exposed, or has rights, to variable returns from its involvement in with the investee; and
has the ability through its power to affect its returns.
The Company reassess whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements listed above.
When the Company has less than a majority of the voting rights of an investee, it has the power over the investee when
the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The
Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights are
sufficient to give it power, including,
•
•
•
the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote
holders;
potential voting rights held by the Company, other vote holders or other parties; rights arising from other contractual
arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability
to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous
shareholder meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary. Specifically income and expenses of a subsidiary acquired or disposed of during
the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the
Company gains control until the date when the Company ceases to control the subsidiary.
4.3 SIGNIFICANT ACCOUNTING POLICIES ADOPTED
The following significant accounting policies have been adopted in the preparation and presentation of the financial
report:
a. SEGMENT REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The Chief Operating Decision Maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of Directors of the Company.
b. FOREIGN CURRENCY TRANSLATION
The functional currency of the Company and subsidiaries are measured using the currency of the primary economic
environment in which the Company and subsidiaries operate; being Australian Dollars, Malaysian Ringgit, and US
Dollars respectively. However, as the majority of the Company’s shareholder base is Australian, these financial
statements are presented in Australian Dollars.
21
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated
at the rate of exchange ruling at the balance date.
All exchange differences in the consolidated financial report are taken to profit or loss with the exception of differences
on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken
directly to equity until the disposal of the net investment, at which time they are recognised in profit or loss. Tax
charges and credits attributable to exchange differences on those borrowings are also recognised in equity.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value was determined. Translation differences on
assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
As at the balance sheet date the assets and liabilities of the Group are translated into the presentation currency of
Flexiroam Limited at the rate of exchange ruling at the balance date and income and expense items are translated at
the average exchange rate for the period, unless exchange rates fluctuated significantly during that period, in which
case the exchange rates at the dates of the transactions are used.
The exchange differences arising on the translation are taken directly to a separate component of equity, being
recognised in the foreign currency translation reserve.
c. REVENUE RECOGNITION
Revenue is measured at fair value of the consideration received or receivable. Amounts disclosed as revenue are net
of returns, trade allowances, rebates and amounts collected on behalf of third parties. The Group recognises revenue
when a customer obtains control of a good and/or services and thus has the ability to direct the use and obtain
benefits from the goods and/or services.
TELECOMMUNICATION REVENUE
• Revenues from the sale of x-licenses are recognised over time based on customer usage or upon expiration of the
validity period of the data or expected breakage in proportion to the pattern of rights exercised by the customer;
• Revenue from the sale of data roaming plans is recognised over time based on customer usage or upon expiration
of the validity period of the data or expected breakage in proportion to the pattern of rights exercised by the
customer;
• Revenues from sale of Flexiroam credits are deferred until the credits are converted to data plans and over time
based on the customer usage or upon expiration of the validity period of the data;
• Revenues from sale of gift cards are deferred until the gift cards are redeemed and over time based on the
customer usage or upon expiration of the validity period of the data; and
• Revenues from the sale of vouchers to corporate customers are recognised upon redemption and utilisation of
data or upon expiry of the validity period of the vouchers.
SOLUTIONS REVENUE
• Revenues from the recurring plans are recognised over time based as they are mostly monthly subscription.
INTEREST INCOME
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the
Group and the amount of revenue can be reliably measured. Interest income is accrued on a time basis, by reference
to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial asset to that assets’ net carrying amount on
initial recognition.
d. CASH AND CASH EQUIVALENTS
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that
are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
22
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
e. TRADE AND OTHER RECEIVABLES
Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised
cost using the effective interest rate method, less any allowance for expected credit losses. Trade receivables are
generally due for settlement within periods ranging from 14 days to 90 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a
lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped
based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
f. INVENTORIES
Inventories are valued at the lower of cost and net realisable value. Costs of inventories are determined on a first-in-
first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of
completion and costs necessary to make the sale.
g. FINANCIAL INSTRUMENTS
RECOGNITION AND INITIAL MEASUREMENT
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the Company
becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets
that are delivered within timeframes established by marketplace convention.
Financial instruments are initially measured at fair value plus transaction costs where the instrument is not classified
as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit
or loss are expensed to profit or loss immediately. Financial instruments are then classified and measured as set out
below.
CLASSIFICATION AND SUBSEQUENT MEASUREMENT
All financial instruments of the Company are subsequently measured at amortised cost, using the effective interest
rate method.
AMORTISED COST
Amortised cost is calculated as a) the amount at which the financial asset or liability is measured at initial recognition;
b) less principal repayments; c) plus or minus the cumulative amortisation of the difference, if any, between the
amount initially recognised and the maturity amount calculated using the effective interest method; and d) less any
reduction for impairment.
EFFECTIVE INTEREST RATE METHOD
The effective interest method is used to allocate interest income or interest expense over the relevant period and is
equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction
costs and other premiums or discounts) through the expected life of the financial instrument to the net carrying
amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an
adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss.
DERECOGNITION
Financial instruments are derecognised where the contractual rights to receipt of cash flows expires or the asset is
transferred to another party whereby the Company no longer has any significant continuing involvement in the risks
and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either
discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished
or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or
liabilities assumed, is recognised in profit or loss.
FAIR VALUE
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied
to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar
instruments and option pricing models.
23
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
IMPAIRMENT OF FINANCIAL ASSETS
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss
allowance depends upon the consolidated entity’s assessment at the end of each reporting period as to whether
the financial instrument’s credit risk has increased significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month
expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses
that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become
credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on
the asset’s lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis
of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at
the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised
within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.
h. PLANT AND EQUIPMENT
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such
cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is
incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant
and equipment as a replacement only if it is eligible for capitalisation.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
Plant and equipment
5 - 10 years
The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
financial year end.
IMPAIRMENT
The carrying values of plant and equipment are reviewed for indicators of impairment at each balance date, with
recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may
be impaired.
The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the
cash-generating unit to which the asset belongs, unless the asset’s value in use can be estimated to approximate fair
value.
An impairment exists when the carrying value of an asset or cash-generating unit exceeds its estimated recoverable
amount. The asset or cash-generating unit is then written down to its recoverable amount.
For plant and equipment, impairment losses are recognised in the consolidated statement of profit or loss and other
comprehensive income in the cost of sales line items.
DERECOGNITION AND DISPOSAL
An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are
expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.
24
FLEXIROAMANNUAL REPORT 2021For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
i. TRADE AND OTHER PAYABLES
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services
provided to the Company prior to the end of the financial year that are unpaid and arise when the Company
becomes obliged to make future payments in respect of the purchase of these goods and services. Trade and other
payables are presented as current liabilities unless payment is not due within 12 months.
j. GOODS AND SERVICES TAX
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the
cost of acquisition of an asset or as part of an item of expense; or
ii. for receivables and payables, which are recognised inclusive of GST. The net amount of GST recoverable from
the taxation authority is included as part of receivables.
Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising
from investing and financial activities which is recoverable from, or payable to, the taxation authority is classified as
operating cash flows.
k. INCOME TAX
CURRENT TAX
Current tax is calculated by reference to the amount of income taxes payable to or recoverable in respect of the
taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or
substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset)
to the extent that it is unpaid (or refundable).
DEFERRED TAX
Deferred tax is accounted for using the liability method. Temporary differences are differences between the tax base
of an asset or liability and its carrying amount in the statement of financial position. The tax base of an asset or liability
is the amount attributed to that asset or liability for tax purposes.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are
recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible
temporary differences or unused tax losses and tax offsets can be utilised.
However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise
from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects
neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to
taxable temporary differences arising from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries,
branches and associates, and interests in joint ventures except where the Company is able to control the reversal of
the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with these investments and interest are
only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the
benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and
liability giving rise to them are realised or settled, based on the tax rates (and tax laws) that have been enacted or
substantively enacted by reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequence that would follow from the
manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets
and liabilities.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authorities
and the Company intends to settle its current tax assets and liabilities on a net basis.
25
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
CURRENT AND DEFERRED TAX FOR THE PERIOD
Current and deferred tax is recognised as an expense or income in the consolidated statement of profit or loss and
other comprehensive income, except when it relates to items credited or debited directly to equity, in which case
the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business
combination, in which case it is taken into account in the determination of goodwill or excess.
l. ISSUED CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
m. SHARE-BASED PAYMENT TRANSACTIONS
EQUITY SETTLED TRANSACTIONS
The Group provides benefits to employees of Flexiroam Sdn Bhd in the form of share-based payments, whereby
employees render services in exchange for shares (equity-settled transactions).
There is currently one plan in place to provide these benefits which is the Performance Rights Plan.
The cost of these equity-settled transactions with employees of Flexiroam Sdn Bhd is measured by reference to the
market price of the shares traded on ASX at the date at which they are issued.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked
to the price of the shares of Flexiroam Limited (market conditions).
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the
period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each balance date until vesting date reflects:
i. the extent to which the vesting period has expired; and
ii. the Group’s best estimate of the number of equity instruments that will ultimately vest.
No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions
is included in the determination of fair value at grant date. The profit or loss charge or credit for a period represents
the movement in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional
upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had
not been modified. In addition, an expense is recognised for any modification that increases the total fair value
of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of
modification.
n. PARENT ENTITY FINANCIAL INFORMATION
The financial information for the parent entity, Flexiroam Limited, disclosed in Note 19 has been prepared on the same
basis as the consolidated financial statements, except as set out below.
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are accounted for at cost in the parent entity’s financial statements.
SHARE-BASED PAYMENTS
The grant by the Company of shares over its equity instruments to the employees of subsidiary undertakings in the
Group is treated as a capital contribution to that subsidiary undertaking.
26
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
o. EMPLOYEE BENEFITS
SHORT TERM BENEFITS
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year which the
associated services are rendered by employees of the Company.
DEFINED CONTRIBUTION PLANS
As required by law, companies in Malaysia make contributions to the Employees Provident Fund (EPF). Such
contributions are recognised as an expense in profit or loss as incurred.
p. EARNINGS/LOSS PER SHARE
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any
costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average
number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:
•
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been
recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution
of potential ordinary shares, divided by the weighted average number of ordinary shares and dilutive potential
ordinary shares, adjusted for any bonus element.
q. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The Directors make a number of estimates and assumptions in preparing general purpose financial statements.
The resulting accounting estimates, will, by definition, seldom equal the related actual results. The estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and future periods if relevant.
RECOGNITION OF REVENUE FROM EXPECTED BREAKAGE
Revenue from expected breakage amounts are recognised in proportion to the pattern of rights exercised by the
customer. The Group has determined the breakage ratio using pattern of rights exercised by the customer based on
the average historical data in the last 2 years. The total breakage revenue is then computed based on amount of data
utilised but not expired during the year.
5. FINANCIAL RISK MANAGEMENT
a. CATEGORIES OF FINANCIAL INSTRUMENTS
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
2,809,608
116,005
615,741
157,087
4,756,585
2,392,770
27
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. FINANCIAL RISK MANAGEMENT - CONTINUED
b. CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group’s overall
strategy remains unchanged from 2020.
The capital structure of the Group consists of debt, cash and cash equivalents and equity attributable to equity
holders of the parent, comprising issued capital, reserves and retained earnings. None of the Group’s entities are
subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as
tax, dividends and general administrative outgoings. Gearing levels are reviewed by the Board on a regular basis in
line with its target gearing ratio, the cost of capital and the risks associated with each class of capital.
c. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
The Company’s overall financial risk management objective is to ensure that the Company creates value for its
shareholders while minimising potential adverse effects on the performance of the Company. The Company’s financial
risk management policies were established to ensure the adequacy of financial resources for business development
and in managing its credit, interest, liquidity, and cash flow risks.
d. MARKET RISK
FOREIGN CURRENCY RISK
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The
functional currency of the Company and subsidiary are measured using the currency of the primary economic
environment in which the Company and subsidiary operates; being Australian Dollars, Malaysian Ringgit, and US
Dollars respectively. However, as the majority of the Company’s shareholder base is Australian, these financial
statements are presented in Australian dollars.
There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures
the risk from the previous period.
FOREIGN CURRENCY RISK MANAGEMENT
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate
fluctuations arise.
The carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities at the balance
date expressed in Australian dollars are as follows:
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
2,557,598
87,746
157,087
-
4,694,788
122,737
28
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. FINANCIAL RISK MANAGEMENT - CONTINUED
FOREIGN CURRENCY SENSITIVITY ANALYSIS
The Group is exposed to Malaysian Ringgit (RM) and US Dollars (USD) currency fluctuations.
The following table details the Group’s sensitivity to a 0.5% increase and decrease in the Australian Dollar (AUD)
against the Malaysian Ringgit (RM) and US Dollars (USD). 0.5% is the sensitivity rate used when reporting foreign
currency risk internally to key management personnel and represents management’s assessment of the possible
change in foreign exchange rate. The sensitivity analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the period end for a 0.5% change in foreign currency rates.
A positive number indicates an increase in profit or loss and other equity where the Australian Dollar strengthens
against the respective currency. For a weakening of the Australian Dollar against the respective currency there would
be an equal and opposite impact on the profit and other equity and the balances below would be negative.
RM & USD
DOWN 0.5%
AUD UP 0.5%
$
(LOSS)
$
$
RM & USD
UP 0.5%
AUD DOWN
0.5%
$
GAIN
$
31 March 2021
Financial assets
Cash and cash equivalents
2,557,598
2,544,810
(12,788)
2,570,386
Trade and other receivables
87,746
87,307
(439)
88,185
12,788
439
Financial liabilities
Trade and other payables
4,694,788
4,718,262
23,474
4,671,314
(23,474)
31 March 2020
Financial assets
Cash and cash equivalents
16,628
16,545
(83)
16,711
83
Financial liabilities
Trade and other payables
122,437
121,825
(612)
123,049
612
CREDIT RISK
Credit risk is the risk of default by clients and counterparties. Cash deposits and trade receivables may give rise to
credit risk which requires the loss to be recognised if a counterparty fails to perform as contracted. It is the Company’s
policy to monitor the financial standing of these counterparties on an on-going basis to ensure that the Group’s
exposure to credit risk is minimal. The Group has no material credit risk exposure as at 31 March 2021.
Credit risk related to balances with banks and other financial institutions is managed by the Board in accordance with
approved board policy. The following table provides information regarding the credit risk relating to cash and cash
equivalents.
29
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. FINANCIAL RISK MANAGEMENT - CONTINUED
NOTE
7
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
2,809,608
2,809,608
615,741
615,741
Cash and cash equivalents
INTEREST RATE RISK
The financial instruments which primarily expose the Group to interest rate risk are cash and cash equivalents. The
Group’s exposure to interest rate risk and the effective interest rate for classes of financial assets and financial
liabilities and its contractual cash flows is set out below:
NOTE
EFFECTIVE
INTEREST
RATE
FLOATING
INTEREST
RATE
1 YEAR
OR LESS
1 TO 5
YEARS
$
$
$
NON-
INTEREST
BEARING
$
TOTAL
$
31 March 2021
Financial assets
Cash and cash equivalents
7
Trade and other
receivables
Financial liabilities
Trade and other payables
Lease liability
11
13
31 March 2020
Financial assets
Cash and cash equivalents
7
Trade and other payables
Financial liabilities
Trade and other payables
Lease liability
11
13
-
-
-
4.3%
-
-
-
4.3%
-
-
-
-
3,434
3,434
-
-
-
12,416
12,416
-
-
-
-
-
-
-
-
-
-
-
30
-
-
-
-
-
-
-
-
-
-
-
2,809,608 2,809,608
116,005
116,005
2,925,613
2,925,613
4,756,585
4,756,585
-
3,434
4,756,585
4,760,019
615,741
615,741
157,087
157,087
772,828
772,828
2,392,770
2,392,770
-
12,416
2,392,770
2,405,186
FLEXIROAMANNUAL REPORT 2021For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. FINANCIAL RISK MANAGEMENT - CONTINUED
The sensitivity analyses have been determined based on the exposure to interest rates for both derivative and non-
derivative instruments at the balance sheet date and the stipulated change taking place at the beginning of the
financial year and held constant throughout the reporting period. A 50 basis point increase or decrease is used when
reporting interest rate risk internally to key management personnel and represents management’s assessment of the
change in interest rates.
At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant,
the Group’s profit after tax would increase by $nil and decrease by $nil respectively (31 March 2020: $nil).
LIQUIDITY AND CASH FLOW RISK
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and banking
facilities by continuously monitoring forecasts and actual cash flows and matching the maturity profiles of financial
assets and liabilities.
FAIR VALUES
The fair values of financial assets and financial liabilities are determined as follows:
•
•
the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active
liquid markets are determined with reference to quoted market prices; and
the fair value of other financial assets and financial liabilities are determined in accordance with generally accepted
pricing models based on discounted cash flow analyses.
The Directors consider that the carrying amounts of financial assets and financial liabilities which are all recorded at
amortised cost less accumulated impairment charges in these financial statements approximate their fair values.
6. REVENUE
Corporate sales1
Consumer sales2
Solutions3
YEAR ENDED
31 MARCH 2019
$
YEAR ENDED
31 MARCH 2018
$
1,087,123
1,378,232
54,648
2,520,003
430,679
6,854,145
-
7,284,824
1 Corporate sales consist of business to business transactions involving local and foreign travel agencies.
2 Consumer sales consist of business to consumer transactions involving local and foreign travellers.
3 Solutions sales consist of business to business transactions involving local and foreign partners.
31
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7. CASH AND CASH EQUIVALENTS
Cash at bank
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
2,809,608
2,809,608
615,741
615,741
8. CASH FLOW INFORMATION
Reconciliation of loss for the period to net cash flows from operating activities
Loss for the year
Depreciation and amortisation
Forex movements
Bad debts written off
Plant and equipment written off
Decrease in trade and other receivables
Decrease/(Increase) in inventory
Increase in other assets
Increase in trade and other payables
(Decrease)/Increase in deferred revenue
Net cash used in operating activities
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
(2,439,481)
25,608
1,445,689
7,536
19,386
33,546
95,175
(168)
2,363,815
(2,089,627)
(538,521)
(2,458,797)
62,687
(1,558,551)
-
-
157,989
(196,558)
(127,982)
243,996
2,054,226
(1,822,990)
32
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. PLANT AND EQUIPMENT
As at 31 March 2021, the Group’s property, plant and equipment consists of the following:
FURNITURE & FITTINGS
$
OFFICE EQUIPMENT
$
RENOVATION
$
MOTOR VEHICLE1
$
TOTAL
$
AT COST
As at 1 April 2019
Additions
Disposals/ Write-off/ Adjustment
Foreign exchange effects
As at 31 March 2020
Additions
Disposals/ Write-off/ Adjustment
Foreign exchange effects
As at 31 March 2021
ACCUMULATED DEPRECIATION
As at 1 April 2019
Depreciation expense
Disposals/ Write-off/ Adjustment
Foreign exchange effects
As at 31 March 2020
Depreciation expense
Disposals/ Write-off/ Adjustment
Foreign exchange effects
As at 31 March 2021
CARRYING AMOUNT
As at 31 March 2020
As at 31 March 2021
10,832
1,629
-
1,072
13,533
-
(10,415)
(2,184)
934
7,695
2,084
-
822
10,601
871
(8,112)
(3,127)
233
2,932
701
93,107
22,267
(3,902)
9,537
121,009
-
(35,717)
(19,425)
65,867
53,113
14,861
(3,912)
5,441
69,503
11,586
(30,226)
(13,170)
37,693
51,506
28,174
124,658
-
-
11,026
135,684
-
(113,763)
(21,921)
-
82,394
25,410
-
9,014
116,818
2,532
(99,708)
(19,642)
-
18,866
-
99,742
-
(108,564)
8,822
-
-
-
-
-
68,157
20,332
(95,898)
7,409
-
-
-
-
-
-
-
1 Motor vehicle is reclassified as Right of use asset in compliance to AASB 16 leases.
328,339
23,896
(112,466)
30,457
270,226
-
(159,895)
(43,530)
66,801
211,359
62,687
(99,810)
22,686
196,922
14,989
(138,046)
(35,939)
37,926
73,304
28,875
33
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. RIGHT-OF-USE ASSET
Opening balance
Adjustment related to adoption of AASB 16
Depreciation charges
Foreign exchange translation effects
Closing balance
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
12,666
-
(10,619)
(2,047)
-
-
31,585
(20,332)
1,413
12,666
The right of use asset is consists of a motor vehicle used as security for the lease liability.
11. TRADE AND OTHER PAYABLES
Trade payables
Other payables
Accruals
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
-
13,918
4,742,667
4,756,585
1,592,778
-
799,992
2,392,770
Trade payables are non-interest bearing and are normally settled within 30 to 90 days.
12. DEFERRED REVENUE
Corporate sales
Consumer sales
Reconciliation
Opening balance
Net additions
Foreign exchange translation effects
Closing balance
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
1,069,042
960,762
2,029,804
4,119,431
(1,297,525)
(792,102)
2,029,804
2,331,998
1,787,433
4,119,431
2,065,205
1,749,364
304,862
4,119,431
Advance billing to customer that give rise to provisions for unearned revenue in respect of services which have not been
rendered as at the end of the reporting period.
34
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13. LEASE LIABILITY
Minimum hire purchase payments:
Within 12 months
Less: Future interest charges
Present value of hire purchase
Repayable as follows:
Current liabilities - within 1 year
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
3,485
3,485
(51)
3,434
3,434
3,434
12,604
12,604
(188)
12,416
12,416
12,416
Leased liability is consist of borrowings and are secured by motor vehicles with a carrying value of $nil (31 March 2020:
$12,666), as disclosed in Note 9 and Note 10.
35
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. INCOME TAX
Current year tax
Income tax
Current year deferred tax
Deferred tax
YEAR ENDED
31 MARCH 2021
$
YEAR ENDED
31 MARCH 2020
$
-
-
-
-
Numerical reconciliation between tax expense and pre-tax
net profit
Loss before income tax
(2,439,481)
(2,458,797)
Income tax using the domestic corporation tax rate of 30%
(2020: 30%)
Overseas tax rates adjustment*
(731,844)
12,375
(737,639)
170,714
Increase/(decrease) in income tax expense due to:
Non-deductible expenses:
Other
Add/(deduct) adjustments due to:
Unused tax losses not recognised as deferred tax assets
Other timing differences not recognised
Income tax expense/(benefit)
Unrecognised deferred tax balances
Tax losses
Other timing differences not recognised
-
-
469,671
249,798
-
3,721,944
433,080
4,155,024
697,351
(130,426)
-
4,101,790
(176,532)
3,925,258
*The Malaysia and Hong Kong applicable tax rates for the current financial year are 24% and 16.5%, respectively.
The Group has tax losses arising in Australia of $2,532,274 (31 March 2020: $2,311,230) that are available indefinitely
for offset against future taxable profits. The utilisation of the tax losses is subject to satisfying continuity of ownership
test or business continuity test.
36
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15. ISSUED CAPITAL
Ordinary shares issued (net of share issue costs)
500,647,030
42,427,553
NUMBER
$
Reconciliation
Balance at 1 April 2019
Movements for the year
Balance at 31 March 2020
Balance at 1 April 2020
Share issue - 14 August 2020 [a]
Share issue - 4 November 2020 [b]
Share issue - 17 November 2020 [c]
Share issue - 15 December 2020 [d]
Share issue costs
Balance at 31 March 2021
222,714,501
82,489,792
305,204,293
305,204,293
101,734,661
2,439,024
86,956,522
4,312,530
-
500,647,030
37,429,139
1,937,567
39,366,706
39,366,706
1,017,347
60,000
2,000,000
103,500
(120,000)
42,427,553
[a] On 14 August 2020, the Company successfully completed a fully underwritten Non-Renounceable Rights Offer to
shareholders by the issue of 101,734,661 ordinary fully paid shares at an issue price of $0.01. Total funds raised for this
Rights Offer amounted to $1.02 million.
[b] On 4 November 2020, the Company issued a total of 2,439,024 ordinary fully paid shares at a deemed issue price
of $0.0246 to the Directors in satisfaction of unpaid director fees for the period 1 April 2020 to 31 August 2020. The
issuance of shares is nil in cash consideration.
[c] On 17 November 2020, the Company successfully completed a capital raising of $2 million by the issue of 86,956,522
ordinary fully paid shares at an issue price of $0.023 each. The Placement is being undertaken within the Company’s
existing placement capacity pursuant to ASX Listing Rule 7.1 and 7.1A. The investor is not a related party of the Company.
[d] On 15 December 2020, the Company issued a total of 4,312,530 ordinary fully paid shares at a deemed issue price of
$0.024 per share to eligible employees pursuant to the Employee Incentive Plan approved by shareholders in recognition
of their contributions to the Company throughout the year during the coronavirus pandemic period. The issuance of
shares is nil in cash consideration.
Fully paid ordinary shares carry one vote per share and carry the right to dividends. Ordinary shares participate in dividends
and the proceeds on winding up of the Company in proportion to the number of shares held. At the shareholders’
meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on
a show of hands.
DIVIDENDS
No dividends were paid or proposed during the year ended 31 March 2021 (31 March 2020: $nil).
37
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16. RESERVES
FOREIGN CURRENCY TRANSLATION RESERVE
The foreign currency exchange reserve is used to record exchange differences arising from the translation of the financial
statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations.
OPTION AND PERFORMANCE RIGHTS RESERVE
This reserve is used to record the value of equity benefits of options and performance rights provided to employees and
directors.
17. LOSS PER SHARE
Basic loss per share amounts are calculated by dividing net loss for the year attributable to ordinary equity holders by the
weighted average number of ordinary shares outstanding during the year.
The following reflects the income and share data used in the basic loss per share computations:
Loss attributable to ordinary equity holders
YEAR ENDED
31 MARCH 2021
$
(2,439,481)
NUMBER
YEAR ENDED
31 MARCH 2020
$
(2,458,797)
NUMBER
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share
403,488,025
266,897,290
Loss per share (basic and diluted)
CENTS
(0.60)
CENTS
(0.92)
18. RELATED PARTY TRANSACTIONS
a. KEY MANAGEMENT PERSONNEL
COMPENSATION OF KEY MANAGEMENT PERSONNEL
Short-term employee benefits
Post-employment superannuation
YEAR ENDED
31 MARCH 2021
$
YEAR ENDED
31 MARCH 2020
$
280,201
11,021
291,222
268,311
4,212
272,523
38
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18. RELATED PARTY TRANSACTIONS – CONTINUED
b. SUBSIDIARIES
The consolidated financial statements include the financial statements of Flexiroam Limited:
NAME
COUNTRY OF INCORPORATION
Super Bonus Profit Sdn Bhd
Flexiroam Sdn Bhd
Flexiroam Asia Limited
Malaysia
Malaysia
Hong Kong
Flexiroam Limited which was incorporated in Australia, is the legal parent of the Group.
% EQUITY INTEREST
2021
100%
100%
100%
2020
100%
100%
100%
19. LEGAL PARENT ENTITY INFORMATION
The following detailed information is related to the parent entity, Flexiroam Limited, as at 31 March 2021.
AS AT
31 MARCH 2021
$
AS AT
31 MARCH 2020
$
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Contributed equity
Accumulated losses
Reserves
Total equity
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
273,843
19,703,017
19,976,860
61,797
61,797
23,544,797
(3,929,727)
299,993
19,915,063
(235,150)
-
(235,150)
57,625
17,102,450
17,160,075
70,710
70,710
20,483,949
(3,694,577)
299,993
17,089,365
(166,921)
-
(166,921)
39
FLEXIROAMANNUAL REPORT 2021For personal use only
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. SIGNIFICANT EVENTS AFTER BALANCE DATE
On 27 April 2021, the Board appointed Marc Barnett as the Group’s Chief Executive Officer and Executive Director with a
base salary of $350,000 per annum. Jefrey Ong has taken up the role of Chief Innovation Officer and Tat Seng Koh has
transited from Executive Director to Non-Executive Director.
Apart from the events disclosed above, no other matter or circumstance has arisen since 31 March 2021 that has
significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or
the consolidated entity’s state of affairs in future financial years.
21. COMMITMENTS AND CONTINGENCIES
At the date of this report, there does not exist:
a. any charge on the assets of the Company which has arisen since the end of the financial year which secures the
liabilities of any other person; or
b. any contingent liability of the Company which has arisen since the end of the financial year.
No contingent liability or other liability has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which will or may substantially affect the ability of the Company to meet
its obligations as and when they fall due.
22. AUDIT AND OTHER SERVICES
During the year, the following fees were paid or payable for services provided by the auditor of the Group, its related
practices and non-related audit firms:
Audit and other assurance services
Audit and review of financial statements
Rothsay and component auditors
Total remuneration for audit and other assurance services
YEAR ENDED
31 MARCH 2021
$
YEAR ENDED
31 MARCH 2020
$
36,966
36,966
97,749
97,749
23. SEGMENT REPORTING
AASB 8 Operating Segments requires operating segments to be identified on the basis of internal reports about the
components of the group that are regularly reviewed by the chief operating decision maker in order to allocate resources
to the segment and to assess its performance.
The Group’s operating segments have been determined with reference to the monthly management accounts used by
the chief operating decision maker to make decisions regarding the Company’s operations and allocation of working
capital. Due to the size and nature of the Group, the Board as a whole has been determined as the chief operating
decision maker.
As at 31 March 2021, the Group operated in two business segments being the telecommunication and solutions business
segments.
During the current year, the chief decision makers have been reviewing operations and making decisions based on the
supply and provision of telecommunication and solutions as two operating units. Internal management accounts are
consequently prepared on this basis.
40
FLEXIROAMANNUAL REPORT 2021For personal use only NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. SEGMENT REPORTING – CONTINUED
YEAR ENDED 31 MARCH 2021
YEAR ENDED 31 MARCH 2020
TRAVEL
$
SOLUTIONS
$
TOTAL
$
TRAVEL
$
SOLUTIONS
$
Segment and group revenue
2,465,355
54,648
2,520,003
7,284,824
Segment and group cost of sales
(3,496,329)
(10,044)
(3,506,373)
(4,441,946)
Other income and forex gains
Administration and operating expenses
Depreciation and amortisation
-
-
-
-
-
-
(107,544)
(1,319,959)
(25,608)
-
-
-
Group profit/ (loss) for the period
(1,030,974)
44,604
(2,439,481)
2,842,878
Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
Net cash inflow
Assets
Liabilities
-
-
-
-
-
-
-
-
-
-
-
-
(538,521)
2,335
2,888,365
2,352,179
3,406,554
6,789,823
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The Company has not split the assets, liabilities and cash flow due to prioritisation of infrastructure enhancement towards preparing for business growth.
TOTAL
$
7,284,824
(4,441,946)
1,013,612
(6,252,600)
(62,687)
(2,458,797)
(1,822,990)
(23,896)
1,921,293
74,407
1,405,871
6,524,617
41
FLEXIROAMANNUAL REPORT 2021For personal use only FLEXIROAM
ANNUAL REPORT 2021
42
For personal use only DIRECTORS’ DECLARATION
THE DIRECTORS OF THE GROUP DECLARE THAT:
1.
The financial statements, comprising the Consolidated Statement of Profit or Loss and Other Comprehensive Income,
Consolidated Statement of Financial Position, Consolidated Statement of Cash Flows, Consolidated Statements of
Changes in Equity, accompanying notes, are in accordance with the Corporations Act 2001 and:
(a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements; and
(b) give a true and fair view of the financial position as at 31 March 2021 and of the performance for the period ended
on that date of the Group.
2.
3.
4.
In the Directors’ opinion, there are reasonable grounds to believe Flexiroam Limited and its controlled entities will be
able to pay its debts as and when they become due and payable.
Note 4 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 as required by Section 295A of the Corporations Act for the period
ended 31 March 2021.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the
Directors by:
On behalf of the Board
Marc Barnett
Director
Signed on this 17th day in May 2021
43
FLEXIROAMANNUAL REPORT 2021For personal use only
FLEXIROAM LIMITED
INDEPENDENT AUDITOR’S REPORT
To the members of Flexiroam Limited
Opinion
We have audited the financial report of Flexiroam Limited (“the Company”) and its controlled
entities (“the Group”) which comprises the consolidated statement of financial position as at 31
March 2021, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the
year then ended on that date and notes to the financial statements, including a summary of
significant accounting policies and the directors’ declaration of the Company.
In our opinion the financial report of the Group is in accordance with the Corporations Act 2001,
including:
a) giving a true and fair view of the Company’s financial position as at 31 March 2021 and of its
performance for the year ended on that date; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report.
We are independent of the Company in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (“the Code”) that are relevant to our audit of the financial report in Australia. We have
also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has
been given to the directors of the Company, would be in the same terms if given to the directors as
at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Emphasis of Matter – Material Uncertainty Related to Going Concern
Without modifying our opinion, we draw attention to Note 3 of the annual financial report, which
notes a loss for the year of $2,439,481 and a deficiency in net assets of $3,383,269. These conditions
along with other matters that are set forth in Note 3, indicate the existence of a material
uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern
and therefore the Group maybe unable to realise its assets and discharge its liabilities in the normal
course of business.
44
FLEXIROAMANNUAL REPORT 2021For personal use only FLEXIROAM LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context
of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matter – Revenue Recognition
How our Audit Addressed the Key Audit Matter
The Group’s revenue is generated from the sales
of mobile data to local and international
travellers.
We do consider accuracy and completeness of
amounts recognised as revenue to be a key audit
matter given its significance to the Group’s
financial
reporting and the high volume of
transactions.
Our procedures included the following:
discussions with
Group’s
Held
management and the component auditors
to gain an understanding of the Group’s
revenue recognition processes;
the
Performed walkthrough
transactions on a sampling basis;
of
the
sales
Tested sales transactions to the supporting
documents on a sampling basis;
Tested the accuracy of sales cut-off at
reporting date;
Tested the accuracy of
revenue recognition; and
the deferred
the
reasonableness
Reviewed
the
revenue recognised in accordance with
AASB 15: Revenue from Contracts with
Customers.
of
We have also assessed the appropriateness of
the disclosures included in the financial report.
45
FLEXIROAMANNUAL REPORT 2021For personal use only FLEXIROAM LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Other Information
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 31 March 2021, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial report or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If based on the work we have performed we conclude there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Directors’ Responsibility for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with the Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or
cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibility for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at: www.auasb.gov.au/Home.aspx.
We communicate with the directors regarding, amongst other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
46
FLEXIROAMANNUAL REPORT 2021For personal use only FLEXIROAM LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence and where applicable, related
safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe those matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communications.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 31
March 2021.
In our opinion the remuneration report of Flexiroam Limited for the year ended 31 March 2021
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
the Corporations Act 2001. Our
Remuneration Report
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
in accordance with section 300A of
Rothsay Audit & Assurance Pty Ltd
Daniel Dalla
Director
Sydney, 17 May 2021
47
FLEXIROAMANNUAL REPORT 2021For personal use only ASX INFORMATION AS AT
31 MARCH 2021
Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere
in this report is set out below.
1. SUBSTANTIAL SHAREHOLDERS
NAME
MR THIAN CHOY ONG
CITICORP NOMINEES PTY LIMITED
MR KENN TAT “JEFREY” ONG
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BNP PARIBAS NOMS PTY LTD
Continue reading text version or see original annual report in PDF format above