FlexiRoam Limited ABN 27 143 777 397 and its Controlled Entities APPENDIX 4E RESULTS FOR ANNOUNCEMENT TO THE MARKET % INCREASE / (DECREASE) 12 MONTHS ENDED 30 JUN 2024 $ 3 MONTHS ENDED 30 JUN 2023 $ Revenue from ordinary activities 452.7 15,273,087 2,763,534 Loss after tax from ordinary activities attributable to members (135.4) (1,060,677) 2,995,460 Net loss for the period attributable to members (135.4) (1,060,677) 2,995,460 DIVIDEND INFORMATION AMOUNT PER SHARE FRANKED AMOUNT PER SHARE Dividend – current reporting period Nil Nil Dividend – previous reporting period Nil Nil NET TANGIBLE ASSET BACKING PER ORDINARY SHARE ISSUED CAPITAL (NUMBER) CENTS Net tangible asset backing per ordinary share – previous reporting period 651,210,683 (0.93) Net tangible asset backing per ordinary share – current reporting period 738,723,419 (0.67) Additional Appendix 4E disclosures can be found in the Notes to the FlexiRoam Limited Financial Report for the year ended 30 June 2024 and Results lodged with the ASX on 30th August 2024. 2 TABLE OF CONTENTS MESSAGE FOR SHAREHOLDERS FROM CHAIRMAN AND CEO 1 DIRECTORS’ REPORT 3 AUDITOR’S INDEPENDENCE DECLARATION 16 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 17 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 18 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 19 CONSOLIDATED STATEMENT OF CASH FLOWS 20 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21 CONSOLIDATED ENTITY DISCLOSURE STATEMENT 46 DIRECTORS’ DECLARATION 47 INDEPENDENT AUDITOR’S REPORT 48 ASX INFORMATION 53 CORPORATE INFORMATION 56 4 MESSAGE FOR SHAREHOLDERS FROM CHAIRMAN AND CEO Dear Shareholders, It is my pleasure to present FlexiRoam’s Annual Report for the year ended 30 June 2024. This is our first year of reporting against the 30 June year end after a change in reporting period in June 2023. The previously reported FY23 results are for the 3 month-period from 1 April 2023 to 30 June 2023. In this directors report the directors consider it appropriate to provide comparative information for the prior 12 month period rather than information from the prior statutory financial report for the 3 months ended 30 June 2024. The directors consider this provides shareholders with more relevant comparative information. FINANCIAL PERFORMANCE The Company's revenue reached A$15.27M, a 51% increase compared to the same period last year (FY23: A$10.06M). This increase is attributed to the significant growth in the consumer and loyalty travel segments. The Company experienced an improvement in gross profit of 124% to A$10.8M, (FY23: A$4.81M). This growth was underwritten by a substantial reduction in data costs and a favourable change in the segment revenue mix. The overall travel segment, with its growth underpinned by the return of the travel sector to pre-COVID levels contributed over 90% of the company’s revenue and is the core focus of the management team. The company has undergone a restructure of its operations during the second half of the financial year with changes made to the executive team, particularly with myself taking over as CEO in February 2024. In addition, the recruitment of several key executives with marketing and telecommunications experience has strengthened the team to pivot the company for its next phase of growth. In addition, the company relaunched its product offerings created a new contemporary brand and with the deployment of final key element of its technology roadmap it launched a new mobile App and website in August 2024. This restructure, which included simplification of the company’s internal systems and corporate structure, enabled the company to focus on the rapidly growing travel segment. Significant investments in people, systems and third party partnerships were made during the last quarter of 2024 to this end. Cash receipts for the year end June 2024 were A$13.76M, up 26% from the cash receipts for the previous year (FY23: A$10.97M). Cash burn from Operating Activities of A$1.06M was A$0.41M lower compared FY23 (A$1.47M). Operating cashflow was impacted by the costs incurred in Q4 of FY24 from the significant investments in marketing, specialist staffing and other costs of approximately $1.95M. These were related to the restructure, re-branding, launch of our new mobile App/website and settling supplier amounts from previous periods. Cash outflows from Investing Activities for the year was A$1.85M. 1 MESSAGE FOR SHAREHOLDERS FROM CHAIRMAN AND CEO DELIVERING ON TRANSFORMATIONAL OUTCOMES AND OUTLOOK It’s an exciting time for FlexiRoam. The 2024 financial year saw the company deliver on its goal of technological and market focus. Our committed and hard-working team have successfully modernised our information technology systems culminating in the launch of our new App and website just after year end. Our tight focus on the lucrative opportunity in the eSIM travel market is being supported by the creation of our experienced marketing team and the investment in new channels such as Affiliates and additional emphasis on corporate and loyalty travel focused customers. We now have a solid foundation to take advantage of the ongoing growth in the travel segment in 2025 and beyond. I would like to thank the Board, Management Team and all the members of the FlexiRoam business for their efforts during the period 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 continued success, and we look forward to delivering another year of strong performance in FY25 and beyond. Stephen Frank Picton Executive Chairman and CEO 2 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 30 June 2024. 1. DIRECTORS The names and particulars of the directors of the Company during or since the end of the financial year ended 30 June 2024 are: STEPHEN FRANK PICTON Executive Chairman and CEO Steve Picton is a highly experienced and seasoned executive, with over 35 years’ of technology and telecommunications leadership experience, spanning sales, marketing and strategy, including 20 years as a Chief Executive Officer. Steve is currently a Director of management consultancy Richmond Bridge, where he focuses on business development and technology investments. He also sits on the Boards of Echo IQ Limited (ASX:EIQ) and Richmond Bridge Pty Ltd. Steve was the Chief Executive Officer of Super-Fast Broadband business LBNCo and Internet Retail Service Provider (RSP) FuzeNet, from June 2015 until January 2021, investing in and leading the businesses from creation through a period of explosive growth and structural change. Ultimately he sold both businesses to the then ASX Listed Uniti Ltd, which he joined to support their acquisition strategy. Prior to this, Steve worked as a Management Consultant at Richmond Bridge and founded the Gotalk business in Australia for 13 years through to an exit. While Chief Executive Officer of Gotalk, Steve built the largest prepaid calling business in Australia and New Zealand, growing the business to become profitable with solid cash flow. His initial career was with British Telecom in the UK and Asia Pacific where he held senior executive roles within Sales & Marketing and also Corporate Development where he led several substantial M&A activities. Steve was appointed Executive Chairman on 17 November 2023 and Chief Executive Officer on 6 February 2024. TAT SENG KOH Non-Executive Director 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. 3 DIRECTORS’ REPORT 1. DIRECTORS – CONTINUED JEFREY ONG Non-Executive Director Jefrey Ong is a highly experienced entrepreneur and business leader in the telecommunications and technology sectors. He founded FlexiRoam in 2012 and listed the company on ASX in 2015 raising more than A$10m via IPO. Under his leadership, FlexiRoam launched various innovative solutions to the travel and IoT market through the use of eSim technology. Prior to the transition to Non-Executive role, Jefrey Ong has led the experienced team to establish key partnerships with some of the most reputable global brands including Apple, Mastercard, Tripadvisor and Korean Air. These partnerships have helped FlexiRoam reach a wider audience and provide its services to travellers all around the world. He is currently serving as an advisor to several fast-growing tech startups in e-commerce, cloud and Web3 space. Jefrey Ong graduated from Champlain College, United States, with a Bachelor of Science, Degree in Software Engineering. Jef also completed the Innovation & Entrepreneurship Program in Stanford University, United States. Jefrey Ong has not held directorships in any other Australian listed companies during the past three financial years. Mr. Ong is the Chair of the Nomination and Remuneration Committee. CHRIS BURTON Non-Executive Director Chris is a chartered accountant and finance professional with over 27 years of commercial experience in both public practice and private consulting. He is a member of the Institute of Chartered Accountants Australia & New Zealand, Member of the Australian Institute of Company Directors, is a Registered Company Auditor and holds a Bachelor of Commerce. He is a former audit and assurance partner of BDO responsible for a broad range of ASX listed, unlisted and private companies’ assurance engagements across multiple sectors. Chris is the principal of his own consulting firm, providing corporate, financial and compliance services to public and private clients primarily in relation to financial reporting, risk and governance practices. Chris is currently a non-executive director of Advocare Incorporated and was previously a non-executive director of Newfield Resources Limited (ASX code: NWF). He is also a facilitator with the Australian Institute of Company Directors where he delivers finance modules for the company directors’ course. Chris was appointed Non-Executive Director on 18 June 2024. MARC BARNETT Non-Executive Director 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 has not held directorships in any other Australian listed companies during the past three financial years. Marc resigned as director on 16 November 2023. 4 DIRECTORS’ REPORT 2. COMPANY SECRETARY KAMILLE DIETRICH Kamille is a named Company Secretary and is a Principal at Automic managing a portfolio of listed and unlisted Companies. She works across a wide range of industries such as financial services, biotechnology, mining, defense, and social media. Kamille is a qualified lawyer and mediator and is a member of the Governance Institute of Australia. Kamille was appointed on 14 May 2024. 3. PRINCIPAL ACTIVITIES The Group is involved in the supply of eSIM & Physical SIM based data solutions into the Global Roaming and Solutions segments. 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 the financial year 2024 are detailed in the Financial Performance section beginning on page 17 of this annual report. The business is split into two main segments namely “Travel”, which consists of different routes to market via direct to consumers, corporate loyalty and Affiliates as well as “Business-to-Business (B2B)” which encompasses our Solutions products as well as services sold to B2B channels such as Wholesale, Product Distribution and White label Partners. Our segmentation has been simplified from prior years to reflect the focus on the Travel segment. 5 DIRECTORS’ REPORT 5. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Effective 6 February 2024 Steve Picton was appointed Chief Executive Officer replacing Marc Barnett having been appointed Executive Chairman on 17 November 2023. Marc’s efforts in the transformation of the business and the navigation of the turmoil created by COVID were instrumental in delivering a solid platform on which the Group sees itself today as the Group enters FY25. During FY24, the Company successfully raised a total of A$2 million before costs. On 22 March 2024, the Company placed 21,695,379 of ordinary fully paid shares, raising proceeds of A$0.5 million. The raising was conducted at A$0.023 per share. Another placement was conducted on 28 March 2024 and 24 April 2024, via the placement of 43,478,261 and 21,739,131 fully paid ordinary shares respectively at an issue price of A$0.023 per share. The Company issued a total of 67,180,000 options during the financial year under its Employee Share Option Plan in three separate tranches. The plan was approved by shareholders on 15 May 2024 and the options form three new classes of unquoted securities with the following exercise and vesting conditions. Eligible participants (being employees and consultants of the Company) have accepted the offer of 17,180,000 options and 50,000,000 options to Directors. NUMBER EXERCISE PRICE PER OPTION VESTING CONDITION EXPIRY DATE 22,393,332 $0.035 Immediate or 1 year vesting 5 years from date of issue 22,393,334 $0.075 Immediate or 2 year vesting 5 years from date of issue 22,393,334 $0.115 Immediate or 3 year vesting 5 years from date of issue 6. SIGNIFICANT EVENTS AFTER BALANCE DATE On 25 July 2024, the Company successfully completed its fully underwritten, non-renounceable, pro rata rights issue of up to 41,529,308 fully paid ordinary shares in the Company, raising $1,038,233 (before costs). 7. LIKELY DEVELOPMENTS AND EXPECTED RESULTS The Company has seen data sold and data usage from Travel users significantly increase during FY24 and expects this to continue into FY25 as both the market grows and as the company wins increased market share. FlexiRoam is absolutely focused on the Travel segment and is therefore investing in the marketing, products and the developing of the channels to take advantage of the continued market growth. The investment in the modernisation of our technology platforms allows the company to scale profitably without the need for substantial capital expenditure. FlexiRoam has a pipeline of existing and potential partnerships, and our team will continue to seek out new opportunities to expand market share and increase brand recognition across key markets. 6 DIRECTORS’ REPORT 7. LIKELY DEVELOPMENTS AND EXPECTED RESULTS - CONTINUED The potential risks associated with the Group’s business are outlined below. Competitive Market The industry in which the Group operates in is a highly dynamic and competitive market and is subject to both domestic and global competition, including telecommunication companies and resellers of travel SIMs. Some of the Group’s competitors are telecommunication companies that are large organisations with greater financial, technical and human resources. While the Group undertakes all reasonable due diligence in its business decisions and operations, the Group has no influence or control over the activities or actions of its competitors, whose activities or actions may negatively impact the operating and financial performance of the Group. Notwithstanding stiff competition, the Group continues to respond with a customer-focused strategy, constant research and development into technology, high quality products and services, and improvements in operating costs. Cyber Security A cyber-security breach on the FlexiRoamX App could render the FlexiRoamX App unavailable for use by customers or customers’ personal information could be compromised. An attack may happen without warning and would range in severity. The Group has in place necessary cyber security measures to minimise and manage such attacks, however there can be no assurance that such security strategies will be effective. Unavailability of the FlexiRoamX App could harm the Group’s reputation and lead to a loss of revenue, while a compromise on customers’ information could hinder the Group’s ability to retain existing customers or attract new customers, which could have a material adverse impact on the Group’s business. Dependence on third party network providers The Group’s business model is reliant upon third party network providers and the performance of those networks. The Group has support measures in place in the event of any network downtime or disruption, aiming to provide customers with the best possible solution and user experience. However, any network downtime or disruption could materially impact connectivity, and this may affect customer confidence and impact sales of the Group. Currency Risk The Group derives the majority of its revenue in US dollars and has cost exposure mainly in US dollars, Australian dollars and Malaysian Ringgit. Accordingly, changes in the exchange rate between US dollars, Australian dollars and Malaysian Ringgit will have a direct effect on the performance of the Group. 7 DIRECTORS’ REPORT 7. LIKELY DEVELOPMENTS AND EXPECTED RESULTS - CONTINUED Government policy changes and legal risk The Group’s customers are situated globally and the Group’s network covers over 200 countries & regions. The Group’s operations in the countries in which it operates will be governed by the applicable laws and regulations in those countries. Breaches or non-compliance with these laws and regulations could result in penalties and other liabilities. These may have a material adverse impact on the assets, operations, performance, growth prospects and share price of the Group. Any governmental action or policy changes in relation to aspects such as access to customers, intellectual property protection, trade restrictions and taxation may also adversely affect the Group. In addition, there is a commercial risk that legal action may be taken against the Group in relation to commercial matters. 8. ENVIRONMENTAL LEGISLATION The entity is not subject to any significant environmental legislation. 9. MEETINGS OF DIRECTORS The number of monthly business review meetings of the company’s Board of Directors attended by each Director during the period ended 30 June 2024 was: DIRECTOR MEETINGS HELD WHILE IN OFFICE MEETINGS ATTENDED Marc Barnett 7 7 Jefrey Ong 11 11 Tat Seng Koh 11 10 Stephen Frank Picton 11 11 The number of meetings of the company’s Audit and Risk Committee attended by each committee during the period ended 30 June 2024 was: DIRECTOR MEETINGS HELD WHILE IN OFFICE MEETINGS ATTENDED Jefrey Ong 3 3 Tat Seng Koh 3 3 Stephen Frank Picton 3 3 In addition, The Board of Directors approved three circular resolutions during the period ended 30 June 2024 which were signed by all Directors of the Company. 8 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. Marc Barnett (resigned on 17 November 2023 as Executive Director; resigned on 6 February 2024 as Chief Executive Officer); ii. Jefrey Ong (Non-Executive Director, effective from 1 April 2022); iii. Tat Seng Koh (Non-Executive Chairman, effective from 1 February 2023); iv. Stephen Frank Picton (Non-Executive Director, effective from 1 June 2022; Executive Chairman, effective from 17 November 2023; Chief Executive Officer, effective from 6 February 2024); v. Chris Burton (Non-Executive Director, effective from 18 June 2024). 10.2 REMUNERATION GOVERNANCE The number of meetings of the company’s Nomination and Remuneration Committee attended by each Committee member during the period ended 30 June 2024 was: DIRECTOR MEETINGS HELD WHILE IN OFFICE MEETINGS ATTENDED Jefrey Ong 9 9 Tat Seng Koh 9 9 Stephen Frank Picton 8 8 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 Board had resolved that Non-Executive Directors’ fees range up to $60,000 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. Total remuneration for all non-executive directors, last voted upon by shareholders at a meeting held on 30 November 2011, is not to exceed $250,000 per annum. 9 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. Key Terms of Remuneration COMPONENT CEO DESCRIPTION Fixed remuneration $150,000 per annum (plus supperannuation) as interim CEO, and $200,000 per annum (plus superannuation) Contract duration Ongoing to 31 December 2025, annual renewal based on mutual agreement Notice by the individual/company 3 months Other entitlements Annual and personal leave, Incentive benefit The Board has a performance evaluation policy, which can be found on the Company’s website at https://investor.FlexiRoam.com/about. 10.5 EXECUTIVE REMUNERATION a. 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 30 June 2024. YEAR ENDED 30 JUNE 2024 SHORT-TERM EMPLOYEE BENEFITS SALARY & FEES BONUS POST- EMPLOYMENT SUPERANNUATION SHARE-BASED PAYMENTS TOTAL PERCENTAGE OF TOTAL REMUNERATION FOR THE YEAR LINKED TO PERFORMANCE $ $ $ $ $ % Directors — FlexiRoam Limited Jefrey Ong 60,000 - - 28,900 88,900 - Tat Seng Koh 60,000 - - 28,900 88,900 - Marc Barnett[1] 557,322 - - - 557,322 - Stephen Frank Picton 209,778 - 20,564 245,567 475,909 - Chris Burton 2,000 - - - 2,000 - 2024 Total 889,100 - 20,564 303,367 1,213,031 - [1] resigned 17 November 2023 10 DIRECTORS’ REPORT 10. REMUNERATION REPORT (AUDITED) – CONTINUED 10.5 EXECUTIVE REMUNERATION - CONTINUED 3 MONTHS ENDED 30 JUNE 2023 SHORT-TERM EMPLOYEE BENEFITS SALARY & FEES BONUS POST- EMPLOYMENT SUPERANNUATION SHARE-BASED PAYMENTS TOTAL PERCENTAGE OF TOTAL REMUNERATION FOR THE YEAR LINKED TO PERFORMANCE $ $ $ $ $ % Directors — FlexiRoam Limited Jefrey Ong 15,000 - - - 15,000 - Tat Seng Koh 15,000 - - - 15,000 - Marc Barnett 126,553 - - 348,750 475,303 73.4 Stephen Frank Picton 13,575 - 1,425 - 15,000 - 2023 Total 170,128 - 1,425 348,750 520,303 73.4 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 (30 June 2024: $nil). b. Employee share option plan The Company has issued 600,000 fully paid ordinary shares under its Employee Incentive Plan for nil monetary consideration, at a deemed issued price of A$0.031. 11 DIRECTORS’ REPORT 10. REMUNERATION REPORT (AUDITED) – CONTINUED 10.6 EQUITY HOLDINGS OF KEY MANAGEMENT PERSONNEL a. Fully paid ordinary shares Fully paid ordinary shares held by FlexiRoam Limited by Key Management Personnel are as follows: 30 JUNE 2024 BALANCE AT 1 JULY 2023 ALLOTMENT / PURCHASE OF SHARES DISPOSAL OF SHARES NET OTHER CHANGES BALANCE AT 30 JUNE 2024 BALANCE HELD NOMINALLY NUMBER NUMBER NUMBER NUMBER NUMBER NUMBER Directors — FlexiRoam Limited Jefrey Ong 54,903,539 2,453,718 - - 58,394,587 - Tat Seng Koh 47,772,162 3,184,810 - - 50,956,972 - Marc Barnett 34,823,530 11,693,417 - - 46,516,947 - Stephen Frank Picton 11,855,673 46,757,814 - - 58,613,487 58,613,487 b. Share options held by key management personnel The Company issued a total of 52,000,000 options to Directors in June 2023 under its Employee Share Option Plan in three separate tranches. The plan was approved by shareholders on 19 June 2023 and the options form three new classes of unquoted securities with the following exercise and vesting conditions. NUMBER EXERCISE PRICE PER OPTION VESTING CONDITION EXPIRY DATE 17,333,332 $0.035 1 year vesting 5 years from date of issue 17,333,332 $0.075 2 year vesting 5 years from date of issue 17,333,336 $0.115 3 year vesting 5 years from date of issue Due to the cessation of employment of Marc Barnett, 40,000,000 unlisted tranches of 13,333,333 option per tranche, the first tranche of 13,333,333 option will vest on the Termination Date and the remaining 26,666,667 will deemed to lapse as a result of cessation of employment. The Company issued a total of 50,000,000 options to CEO in March 2024 under its Director Share Option Plan in three separate tranches. The plan was approved by shareholders on 22 March 2024 and the options form three new classes of unquoted securities with the following exercise and vesting conditions. 12 DIRECTORS’ REPORT 10.6 EQUITY HOLDINGS OF KEY MANAGEMENT PERSONNEL - CONTINUED NUMBER EXERCISE PRICE PER OPTION VESTING CONDITION EXPIRY DATE 16,666,666 $0.035 Immediate 5 years from date of issue 16,666,667 $0.075 Immediate 5 years from date of issue 16,666,667 $0.115 Immediate 5 years from date of issue c. Performance rights On June 2, 2023, a total of 14,500,000 CEO and Executive performance rights were issued. The number of options being exercised is 12,250,000 and 2,250,000 Executive performance rights are currently subject to a 24-month holding lock period. Due to the cessation of employment of Marc Barnett, the following options are deemed as forfeited and lapsed. Among 4,823,529 options, Marc will remain entitled to 2,573,529 shares, the holding lock will be removed on the Termination Date; the remaining 2,250,000 shares have been deemed as forfeited. d. Share options Share options held by FlexiRoam Limited by Key Management Personnel are as follows: 30 JUNE 2024 BALANCE AT 1 JULY 2023 OPTION GRANTED OPTION FORFEITED/LAPSED BALANCE AT 30 JUNE 2024 NUMBER NUMBER NUMBER NUMBER Directors — FlexiRoam Limited Jefrey Ong 4,000,000 - - 4,000,000 Tat Seng Koh 4,000,000 - - 4,000,000 Marc Barnett 40,000,000 - (40,000,000) - Stephen Frank Picton 4,000,000 40,000,000 - 54,000,000 10.7 VOTING AND COMMENTS MADE AT THE COMPANY’S 2023 ANNUAL GENERAL MEETING The Company received 99.09% votes, of those shareholders who exercised their right to vote, in favour of the remuneration reports for the 2024 financial period. The Company did not receive any specific feedback at the AGM or throughout the period on its remuneration practices. 10.8 LOANS FROM KEY MANAGEMENT PERSONNEL There were unsecured loans from key management personnel, which was part of the funds raised in July 2024. This loan was subject to a 10% per annum interest rate and repayable within 12 months. (This is the end of the Audited Remuneration Report) 13 DIRECTORS’ REPORT 11. INDEMNITY AND INSURANCE OF OFFICERS During the financial year, the Group has renewed insurance premiums for the period of one year relating to contracts insuring the directors and officers against liability which may arise in connection with them acting as Directors to the extent permitted under the Corporations Act. 12. INDEMNITY AND INSURANCE OF AUDITORS The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Group or any related entity against a liability incurred by the auditor. During the financial year, the 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 This has been disclosed in page 11 and 12 under Section 10.6 a,b and c. 15. SHARE OPTIONS No share options expired and unexercised. 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. 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. 14 DIRECTORS’ REPORT 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 the following page. Signed in accordance with a resolution of directors made pursuant to section 306(3)(a) of the Corporations Act 2001. Stephen Frank Picton Executive Chairman and CEO Signed on this 30th day in August 2024 15 In.Corp Audit & Assurance Pty Ltd ABN 14 129 769 151 Level 1 6-10 O’Connell Street SYDNEY NSW 2000 Suite 11, Level 1 4 Ventnor Avenue WEST PERTH WA 6005 GPO BOX 542 SYDNEY NSW 2001 T +61 2 8999 1199 E team@incorpadvisory.au W incorpadvisory.au To the Directors of Flexiroam Limited As lead auditor of the audit of Flexiroam Limited for the year ended 30 June 2024, I declare that, to the best of my knowledge and belief, there have been: • no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • 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. In.Corp Audit & Assurance Pty Ltd Daniel Dalla Director Sydney, 30 August 2024 AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 Liability limited by a scheme approved under Professional Standards Legislation 16 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024 NOTES 12 MONTHS ENDED 30 JUNE 2024 $ 3 MONTHS ENDED 30 JUNE 2023 $ Revenue 6 15,273,087 2,763,534 Cost of sales (4,492,439) (1,314,944) Gross profit 10,780,648 1,448,590 Reversal of impairment loss on intangible assets - 4,014,516 Interest income 7,112 15,349 Foreign exchange losses (78,667) (6,975) Other income 26,007 8,046 Administration and operating expenses (2,630,091) (575,663) Selling and marketing expenses (4,318,732) (977,747) Research and development (305,141) (130,466) Staff costs (1,970,222) (517,775) Share based payment (293,870) (101,935) Depreciation and amortisation (2,042,649) (173,579) Plant and equipment written off (35,158) - Finance expenses (52,295) (6,901) (Loss)/Profit before income tax (913,058) 2,995,460 Income tax expense 16 (147,619) - (Loss)/Profit for the year/period (1,060,677) 2,995,460 Other comprehensive loss Items that may be reclassified to profit or loss: Foreign exchange translation of foreign controlled subsidiaries (95,640) (21,235) Total other comprehensive loss, net of tax (95,640) (21,235) Total comprehensive loss for the year/period (1,156,317) 2,974,225 (Loss)/Earning per share (basic and diluted) 19 (0.16) cents 0.47 cents The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 17 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024 NOTES AS AT 30 JUNE 2024 $ AS AT 30 JUN 2023 $ CURRENT ASSETS Cash and cash equivalents 7 461,121 1,268,675 Fixed deposits with a licensed bank 7 31,723 30,240 Trade and other receivables 9 1,360,395 213,674 Inventories 10 85,867 391,391 Other assets 299,620 172,779 Current tax assets 22,510 - Total current assets 2,261,236 2,076,759 NON-CURRENT ASSETS Plant and equipment 36,080 63,625 Intangible assets 11 2,283,073 3,980,607 Development costs 12 2,534,412 973,172 Total non-current assets 4,853,565 5,017,404 Total Assets 7,114,801 7,094,163 CURRENT LIABILITIES Trade and other payables 13 3,705,721 4,678,435 Deferred revenue 14 3,089,825 3,536,123 Amount due to a director 15 400,000 - Total current liabilities 7,195,546 8,214,558 Total Liabilities 7,195,546 8,214,558 Net Assets Deficiency (80,745) (1,120,395) EQUITY Issued capital 17 50,557,728 48,636,682 Reserves 18 (2,860,247) (3,039,528) Accumulated losses (47,778,226) (46,717,549) Total Equity Deficiency (80,745) (1,120,395) The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 18 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024 ISSUED CAPITAL OPTION & PERFORMANCE RIGHTS RESERVE FOREIGN CURRENCY TRANSLATION RESERVE ACCUMULATED LOSS TOTAL $ $ $ $ $ BALANCE AT 1 APRIL 2023 47,959,378 852,532 (3,295,457) (49,713,009) (4,196,556) Profit for the period - - - 2,995,460 2,995,460 Other comprehensive loss for the period - - (21,235) - (21,235) Total comprehensive income for the period - - (21,235) 2,995,460 2,974,225 Performance rights granted to employees - 101,936 - - 101,936 Shares issued during the period 328,554 (328,554) - - - Share right converted 348,750 (348,750) - - - BALANCE AT 30 JUNE 2023 48,636,682 277,164 (3,316,692) (46,717,549) (1,120,395) BALANCE AT 1 JULY 2023 48,636,682 277,164 (3,316,692) (46,717,549) (1,120,395) Loss for the year - - - (1,060,677) (1,060,677) Other comprehensive loss for the year - - (95,640) - (95,640) Total comprehensive income for the year - - (95,640) (1,060,677) (1,156,317) Share options to employees - 293,521 - - 293,521 Shares issued during the year 1,902,446 - - - 1,902,446 Share right converted 18,600 (18,600) - - - BALANCE AT 30 JUNE 2024 50,557,728 552,085 (3,412,332) (47,778,226) (80,745) The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying not 19 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2024 NOTES YEAR ENDED 30 JUNE 2024 $ PERIOD ENDED 30 JUNE 2023 $ CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 13,761,789 2,503,757 Payments to suppliers and employees (14,774,327) (3,012,625) Finance charges (52,122) (6,894) Interest received 7,112 15,349 Net cash flows used in operating activities 8 (1,057,548) (500,413) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of plant and equipment (29,849) (32,310) Purchase of intangible assets (297,510) - Development cost paid (1,633,396) (312,145) Proceeds from disposal of plant and equipment 15,348 - Net cash flows used in investing activities (1,945,407) (344,455) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of share capital net of costs 1,902,449 - Loans from a director 400,000 - Net cash flows from financing activities 2,302,449 - Net decrease in cash and cash equivalents (700,506) (844,868) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR/PERIOD 1,298,915 2,095,650 Effect of foreign exchange translation (105,565) 48,133 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR/PERIOD 7 492,844 1,298,915 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 20 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” or “the Consolidated Entities”) 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 and internet of things (IoT) connectivity industry. 2. ADOPTION OF NEW AND REVISED AUSTRALIAN ACCOUNTING STANDARDS 2.1 STANDARDS AND INTERPRETATIONS APPLICABLE TO 30 JUNE 2024 In the year ended 30 June 2024, the management 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 management has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June 2024. There are no material impacts of the new and revised Standards and Interpretations on the Group and therefore no change is necessary to the Group’s accounting policies. 3. GOING CONCERN These financial statements have been prepared on a going concern basis, which considers 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 $1,060,677 for the year ended 30 June 2024 (period ended 30 June 2023: operating profit of $2,995,460) and a net cash outflows from operating activities amounting to $1,057,548 (period ended 30 June 2023: $500,413). As at 30 June 2024, the Group has a deficiency in net current asset of $4,934,310 (30 June 2023: $6,137,799) and a net asset deficiency of $80,745 (30 June 2023: $1,120,395). The ability of the Group to continue as a going concern is dependent on the Group achieving positive operating cash flows and securing additional funding via 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 a 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: ● Director's acknowledge that in the current capital climate, access to equity may be difficult to obtain. ● The Group continues to increase reserves and manage gross margin and develop new opportunities to increase profit and cash flow. ● The market segments in which the Group operates are experiencing substantial growth and the Group has invested heavily to increase market share. 21 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3. GOING CONCERN – CONTINUED ● The Company has been historically successful in raising capital and subsequent to year end completed a capital raising but the Directors acknowledge that in the current capital climate, access to equity may be difficult to obtain. 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. 4. MATERIAL ACCOUNTING POLICY INFORMATION 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 policy information 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 MATERIAL ACCOUNTING POLICY INFORMATION The following accounting policies have been adopted in the preparation and presentation of the financial report: a. Foreign currency translation The functional currencies of the Company and its 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. 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 foreign exchange differences in the consolidated financial report are recognised in the profit loss statement 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. 22 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. MATERIAL ACCOUNTING POLICY INFORMATION – CONTINUED 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 at the balance date and income and expense items are translated at the average exchange rate for the period, unless exchange rates fluctuate 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. b. 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 utilise and obtain benefits from the goods and/or services. Travel revenue ● Revenue from the sale of data roaming plans is recognised over time based on the customer usage or upon expiration of the validity period of the data, specifically for retail plans; ● Revenue 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. Corporate Rewards and Sponsorships - Revenue from the confirmed quarterly CIF (Card-In-Force), specifically for Mastercard and other clients, Revenue from the sale of data roaming plans recognised over time based on customer usage or upon the expiration of the data validity period. Aviation revenue, Maritime, and Enterprise - Revenue from the sale of data roaming plans is recognised over time based on the customer usage or upon expiration of the validity period of the data; Terminal Enablement Solutions - Revenues from the recurring plans are recognised over time as they are mostly monthly subscriptions. 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. 23 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. MATERIAL ACCOUNTING POLICY INFORMATION – CONTINUED c. Intangible assets Intangible assets with finite useful lives are stated at cost less accumulated amortisation and accumulated impairment losses, if any. Intangible assets are amortised on a straight-line method over their estimated useful lives, as follows: Trademark and patents 10 years Website development costs 5 years Intangible assets 10 years The reversal of impairment for intangible assets was determined using their carrying value, which is scheduled for complete depreciation by June 2025, 10 years since the initial acquisition date. Useful life The Group has estimated the useful life of the intangible assets taking into account the types of assets it has acquired. The assessment of expected useful lives is based on the evaluation of similar assets in the marketplace, the expected life cycle of the asset (or term of the contract) and the chief executive officer’s assessment of the assets. Information, facts and circumstances may come to light in subsequent periods which requires the asset to be amortised over a different useful life, or alternatively impaired or written down for which management and the directors were unable to predict the outcome at balance date. d. Impairment of intangible assets The Group assesses the carrying value of the intangibles where there is an indicator (either external or internal indicators) that the carrying value of intangibles is greater than their recoverable amount. Where there are indicators of impairment the Group will test the recoverable amount of the intangibles based on a cash generating unit (CGU) using either a fair value analysis or a value in use calculation. Both assessment methods require significant judgements relating to the fair market value assessment or a projected 5 year cash flows forecast. There are significant variables relating to the assessment of recoverable amount and management assess available information under each assessment but by its nature any forecast or fair value assessment may be materially different to the final actual outcome. 24 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. MATERIAL ACCOUNTING POLICY INFORMATION – CONTINUED e. Research and development expenditure Research expenditure is recognised as an expense when it is incurred. Development expenditure is recognised as an expense except that costs incurred on development projects are capitalised as non-current assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalised if, and only if, an entity can demonstrate all of the following:- a) its ability to measure reliably the expenditure attributable to the asset under development; b) the product or process is technically and commercially feasible; c) its future economic benefits are probable; d) its intention to complete and the ability to use or sell the developed asset; and e) the availability of adequate technical, financial and other resources to complete the asset under development. Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses, if any. Development expenditure initially recognised as an expense is not recognised as assets in the subsequent period. The development expenditure is amortised on a straight-line method over a period of 5 years when the products are ready for sale or use. In the event that the expected future economic benefits are no longer probable of being recovered, the development expenditure is written down to its recoverable amount. The amortisation method, useful life and residual value are reviewed, and adjusted if appropriate, at the end of each reporting period. f. Taxation Deferred tax assets are recognised for deductible temporary differences and taxation losses when management consider that it is probable that sufficient future tax profits or costs will be available to utilise those temporary differences and losses. Significant judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits over the next few years together with future tax planning strategies. There are significant variables relating to generating taxable profits in the future and whilst management take care in assessing the current available information, by its nature any forecast may be materially different to the final actual outcome. g. Share based payment The Company has undertaken option valuation calculations taking into account the facts and circumstances that existed at the time of the valuations. Any changes in these facts and circumstances may result in the option valuations being materially different to the final outcome. 25 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4. MATERIAL ACCOUNTING POLICY INFORMATION – CONTINUED h. Employee Share Option Plan Subject to the Listing Rules, the Board may, from time to time and in its absolute discretion, grant Options to Eligible Participants in accordance with these terms and conditions. Each Option entitles the Option holder to subscribe for one Share at the Exercise Price. On an offer of Options to an Eligible Participant, the Company (or a Group) must provide the Eligible Participant with an invitation to participate. To accept the offer of Options, the Acceptance for Options must be signed by the Eligible Participant and returned to the Company within the specified period. An Eligible Participant is not bound to accept an offer of Options. Where the Company receives a completed Acceptance for Options, the Company must, subject to the Listing Rules: (a) grant the relevant number of Options to the Option holder; and (b) issue the Option holder with an Option Certificate in respect of the Options, unless at or after the time the Company offered the Options the recipient of the offer ceases to be an Eligible Participant. Expense of the options is recognised by the end of the financial year. i. Critical accounting judgements and key sources of estimation uncertainty The Directors make several 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 breakage Revenue from expected breakage amounts are recognised based on the actual amount of data unutilised but not expired during the year. 26 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. FINANCIAL RISK MANAGEMENT Risk management is carried out under policies set by the Board of Directors. Certain responsibilities are also delegated to the Audit and Risk Committee. A copy of the Group’s risk management policy can be found at Schedule-3-Audit-and-Risk-Committee-Charter.pdf (FlexiRoam.com) a. Categories of financial instruments AS AT 30 JUNE 2024 $ AS AT 30 JUNE 2023 $ FINANCIAL ASSETS Cash at bank 461,121 1,268,675 Fixed deposits with licensed bank 31,723 30,240 Trade and other receivables 1,360,395 213,674 FINANCIAL LIABILITIES Trade and other payables 3,731,691 4,676,460 Amount due to a director 400,000 - 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. The Group’s overall strategy remains unchanged from FY2023. The capital structure of the Group consists of 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 general administrative outgoings. The Directors continue to evaluate the best mix of capital and the associated risks, including the impact of each class of capital to the business. c. Financial risk management objective and policies The Group’s overall financial risk management objective is to ensure that the Group creates value for its shareholders while minimising potential adverse effects on the performance of the Group. The Group’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 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. 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. 27 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. FINANCIAL RISK MANAGEMENT – CONTINUED 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: AS AT 30 JUNE 2024 $ AS AT 30 JUNE 2023 $ FINANCIAL ASSETS Cash at bank 447,794 1,257,084 Fixed deposits with licensed bank 31,723 30,240 Trade and other receivables 1,273,357 206,483 FINANCIAL LIABILITIES Trade and other payables 3,346,689 4,480,460 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. 28 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS $ RM & USD DOWN 0.5% AUD UP 0.5% $ GAIN / (LOSS) $ RM & USD UP 0.5% AUD DOWN 0.5% $ GAIN / (LOSS) $ 30 JUNE 2024 FINANCIAL ASSETS Cash at bank 447,794 445,555 (2,239) 450,033 2,239 Fixed deposits with a licensed bank 31,723 31,564 (150) 31,881 150 Trade and other receivables 1,273,357 1,266,990 (6,367) 1,279,723 6,367 FINANCIAL LIABILITIES Trade and other payables 3,346,689 3,363,422 16,733 3,329,956 (16,733) 30 JUNE 2023 FINANCIAL ASSETS Cash and cash equivalents 1,257,084 1,250,799 (6,285) 1,263,369 6,285 Fixed deposits with a licensed bank 30,240 30,089 (151) 30,391 151 Trade and other receivables 206,483 205,451 (1,032) 207,515 1,032 FINANCIAL LIABILITIES Trade and other payables 4,480,460 4,502,862 22,402 4,458,058 (22,402) 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 Group’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 30 June 2024. The following table provides information regarding cash and cash equivalents. NOTE AS AT 30 JUNE 2024 $ AS AT 30 JUNE 2023 $ Cash at bank 7 461,121 1,268,675 Fixed deposits with a licensed bank 7 31,723 30,240 492,844 1,298,915 29 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. FINANCIAL RISK MANAGEMENT – CONTINUED 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 1 YEAR OR LESS 1 TO 5 YEARS NON- INTEREST BEARING TOTAL $ $ $ $ 30 JUNE 2024 FINANCIAL ASSETS Cash and cash equivalents 7 - - - 461,121 461,121 Fixed deposits with a licensed bank 7 5.30% 31,723 - - 31,723 Trade and other receivables 9 - - - 1,360,691 1,360,395 31,723 - 1,821,516 1,853,239 FINANCIAL LIABILITY Trade and other payables 13 - - - 3,705,721 3,705,721 Amount due to a director 15 10.00% 400,000 - - 400,000 400,000 - 3,705,721 4,105,721 30 JUNE 2023 FINANCIAL ASSETS Cash at bank 7 - - - 1,268,675 1,268,675 Fixed deposits with a licensed bank 7 5.30% 30,240 - - 30,240 Trade and other receivables 9 - - - 213,674 213,674 30,240 - 1,482,349 1,512,589 FINANCIAL LIABILITY Trade and other payables 13 - - - 4,678,435 4,678,435 - - 4,678,435 4,678,435 The sensitivity analysis has 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. 30 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. FINANCIAL RISK MANAGEMENT – CONTINUED At the reporting date, the Group’s financial assets are carried at amortised cost. Only fixed deposits are subject to interest rate risk since the carrying amounts or the future cash flows will fluctuate because of a change in market interest rate. 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, banking facilities by continuously monitoring forecast 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 YEAR ENDED 30 JUNE 2024 $ PERIOD ENDED 30 JUNE 2023 $ Corporate 5,643,126 670,472 Consumer 8,651,836 1,895,332 Solutions 978,125 197,730 15,273,087 2,763,534 7. CASH AND CASH EQUIVALENTS AS AT 30 JUNE 2024 $ AS AT 30 JUNE 2023 $ Cash at bank 461,121 1,268,675 Fixed deposits with a licensed bank 31,723 30,240 492,844 1,298,915 Fixed deposits of the Group and of the Company amounting to $31,723 (30 June 2023: $30,240) respectively are deposited to a licensed bank. The weighted average effective interest rates of the fixed deposits with a licensed bank at the reporting date are 5.25% (30 June 2023: 5.30%) per annum. The fixed deposits have maturity periods of 12 (30 June 2023: 12) months. 31 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8. CASH FLOW INFORMATION Reconciliation of loss for the year/period to net cash flows from operating activities YEAR ENDED 30 JUNE 2024 $ PERIOD ENDED 30 JUNE 2023 $ (Loss)/Profit for the year/period (1,060,677) 2,995,460 Depreciation and amortisation 2,042,649 173,579 Foreign exchange movements 15,042 (122,381) Reversal of impairment loss on intangible assets - (4,014,516) Plant and equipment written off 35,158 - Share based payments 293,870 101,936 Increase in trade and other receivables (1,146,721) (3,604) Decrease/(Increase) in inventories 305,524 (20,287) Increase in other assets (126,841) (95,892) Increase in current tax assets (22,510) - (Decrease)/Increase in trade and other payables (946,744) 632,458 Decrease in deferred revenue (446,298) (199,719) Net cash used in operating activities (1,057,548) (552,966) 9. TRADE AND OTHER RECEIVABLES AS AT 30 JUNE 2024 $ AS AT 30 JUNE 2023 $ Trade and other receivables Trade receivables 1,201,785 120,979 Other receivables 183,365 92,695 Less: Allowance for credit losses (24,755) 1,360,395 213,674 Trade receivables are normally collected within 30 to 45 days. 32 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10. INVENTORIES AS AT 30 JUNE 2024 $ AS AT 30 JUNE 2023 $ Inventories Finished goods, at cost 85,867 391,391 85,867 391,391 Recognised in profit or loss Inventories recognised as cost of sales 714,105 106,823 Impairment loss on inventories (32,773) (189) 33 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11. INTANGIBLE ASSETS As at 30 June 2024, the Group’s Intangible Assets consists of the following: AS AT 30 JUNE 2024 $ AS AT 30 JUNE 2023 $ AT COST At beginning of the financial year/period 19,554,272 20,438,107 Additions 297,510 - Disposals/Write-off/Adjustment - - Foreign exchange effects (297,359) (883,835) At end of the financial year/period 19,554,423 19,554,272 ACCUMULATED AMORTISATION At beginning of the financial year/period 5,531,879 5,607,549 Amortisation expenses 1,969,851 165,667 Disposals/Write-off/Adjustment - - Foreign exchange effects (119,683) (241,337) At end of the financial year/period 7,382,047 5,531,879 ACCUMULATED IMPAIRMENT LOSSES At beginning of the financial year/period 10,041,786 14,727,790 Reversal of impairment losses - (4,014,516) Foreign exchange effects (152,483) (671,488) At end of the financial year/period 9,889,303 10,041,786 CARRYING AMOUNT 2,283,073 3,980,607 Included in intangible assets are website development and intellectual property such as trademarks and patents. A breakdown of these is as follows: Website development costs 289,087 58,490 Trademark, patents, and software 1,993,986 3,922,117 CARRYING AMOUNT 2,283,073 3,980,607 FlexiRoam engaged an independent valuer to assess the carrying value of their Intangible Assets. As a result of this assessment, a notable recovery of A$4.0M was recorded in June 2023 as the determined recoverable amount includes trademarks, patents, and software, net of depreciation. 34 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 12. DEVELOPMENT COSTS As at 30 June 2024, the Group’s development costs consist of the following: AS AT 30 JUNE 2024 $ AS AT 30 JUNE 2023 $ AT COST At beginning of the financial year/period 977,659 692,784 Additions 1,633,396 312,145 Disposals/Write-off/Adjustment - - Foreign exchange effects (17,764) (27,270) At end of the financial year/period 2,593,291 977,659 ACCUMULATED AMORTISATION At beginning of the financial year/period 4,487 - Amortisation expenses 54,967 4,574 Disposals/Write-off/Adjustment - - Foreign exchange effects (575) (87) At end of the financial year/period 58,879 4,487 CARRYING AMOUNT 2,534,412 973,172 Included in additions during the financial year/period are:- Staff cost 1,633,396 312,145 The development costs are specifically allocated for the enhancement of portals, apps, and API modifications in both the Travel and Solutions reportable segments to support incremental growth, increase system reliability and pursue new business opportunities. The amortisation on the certain development costs as the software development is only for the completed and commercialised deliverables. 35 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13. TRADE AND OTHER PAYABLES AS AT 30 JUNE 2024 $ AS AT 30JUNE 2023 $ Trade payables 2,434,094 1,308,415 Other payables 76,318 227,884 Accruals 1,195,309 3,142,136 3,705,721 4,678,435 Trade payables are non-interest bearing and are normally settled within 30 to 60 days. 14. DEFERRED REVENUE AS AT 30 JUNE 2024 $ AS AT 30 JUNE 2023 $ Corporate sales 62,159 386,274 Consumer sales 2,990,030 3,120,070 Solutions 37,636 29,779 Total 3,089,825 3,536,123 Reconciliation Opening balance 3,536,123 3,735,842 Net additions/(recognised as revenue) (447,970) (243,024) Foreign exchange translation effects 1,672 43,305 Closing balance 3,089,825 3,536,123 Advance billing to customers gives rise to provisions for unearned revenue in respect of services which have not been rendered as at the end of the reporting period. 15. AMOUNT DUE TO A DIRECTOR The amount is non-trade in nature, unsecured, 10% interest per annum and repayable within 12 months. The amount due is to be settled in cash. 36 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16. INCOME TAX YEAR ENDED 30 JUNE 2024 $ PERIOD ENDED 30 JUNE 2023 $ Current year tax Income tax Under provision in prior years 147,619 - 147,619 - Deferred tax Current year deferred tax - - Numerical reconciliation between tax expense and pre-tax net profit Profit/(Loss) before income tax (913,058) 2,995,460 Income tax using the domestic corporation tax rate of 30% (30 June 2023: 30%) (273,917) 898,638 Overseas tax rates adjustment* (13,600) (92,793) Increase/(Decrease) in income tax expense due to: Non-deductible expenses: • Other 73,686 (1,136,095) Add/(Deduct) adjustments due to: • Unused tax losses not recognised as deferred tax assets 295,472 210,872 • Utilisation of tax losses previously not recognised as deferred tax assets (23,783) 85,509 Other timing differences not recognised (57,857) 33,869 Under provision in prior years 147,619 - Income tax expense 147,619 - Unrecognised deferred tax balances ● Tax losses 5,029,898 3,916,881 ● Other timing differences not recognised 5,832 30,015 5,035,280 3,946,896 37 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16. INCOME TAX - CONTINUED *The Malaysia and Hong Kong applicable tax rates for the current financial period/year are 24% and 16.5%, respectively. Tax losses in Malaysia can only be carried forward for 7 years. The Group has gross tax losses arising in Australia of $1,285,688 (30 June 2023: $1,175,064) that are available indefinitely for offset against future taxable profits. The utilisation of the gross tax losses is subject to satisfying continuity of ownership test or business continuity test. 38 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17. ISSUED CAPITAL NUMBER $ Ordinary shares issued (net of share issue costs) 738,723,419 50,557,728 Reconciliation BALANCE AT 1 APRIL 2023 629,439,047 47,959,378 Movements for the period 21,771,636 677,304 BALANCE AT 30 JUNE 2023 651,210,683 48,636,682 BALANCE AT 1 JULY 2023 651,210,683 48,636,682 Prior year adjustment (35) (1) Share issue – 4 August 2023 [a] 600,000 18,600 Share issue – 22 March 2024 [b] 21,695,379 498,994 Share issue – 28 March 2024 [c] 43,478,261 1,000,000 Share issue – 24 April 2024 [d] 21,739,131 500,000 Share issue costs - (96,547) BALANCE AT 30 JUNE 2024 738,723,419 50,557,728 [a] On 4 August 2023, the 600,000 fully paid ordinary shares were vested at an issue price of $0.031 to eligible employees pursuant to the Employee Incentive Plan approved by shareholders. The issuance of shares is nil in cash consideration. [b] On 22 March 2024, the Company successfully completed a capital raising of $498,994 by the issue of 21,695,379 fully paid ordinary shares at an issue price of $0.025 per New Share. The Placement is being undertaken within the Company’s existing placement capacity pursuant to ASX Listing Rule 7.1 and 7.1A. [c] On 28 March 2024, the 43,478,261 private placement at an issue price of $0.023 per New Share from Executive Chairman and CEO and successfully raised $1 million before costs to be deployed towards targeted growth objectives, including technology, marketing and recruitment initiatives as well as general working capital. [d] On 24 April 2024, the 21,739,131 ordinary fully paid shares at $0.023 per share following completion of a placement of the remaining shortfall shares from the recent March Entitlement Offer (Shortfall Shares), raising $500,000 before costs. 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. The tabled ordinary shares issued above do not include unvested shares. 39 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Dividends No dividends were paid or proposed during the period ended 30 June 2024 (30 June 2023: $nil). 18. 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. The Company issued a total of 67,180,000 options during the financial year under its Employee Share Option Plan in three separate tranches. The plan was approved by shareholders on 15 May 2024 and the options form three new classes of unquoted securities with the following exercise and vesting conditions. Eligible participants (being employees and consultants of the Company) have accepted the offer of 17,180,000 options and 50,000,000 options to Directors. NUMBER EXERCISE PRICE PER OPTION VESTING CONDITION EXPIRY DATE 22,393,332 $0.035 Immediate or 1 year vesting 5 years from date of issue 22,393,334 $0.075 Immediate or 2 year vesting 5 years from date of issue 22,393,334 $0.115 Immediate or 3 year vesting 5 years from date of issue The Company issued a total of 78,490,000 options in June 2023 under its Employee Share Option Plan in three separate tranches. The plan was approved by shareholders on 19 June 2023 and the options form three new classes of unquoted securities with the following exercise and vesting conditions. Eligible participants (being employees and consultants of the Company) have accepted the offer of 26,490,000 options and 52,000,000 options to Directors. NUMBER EXERCISE PRICE PER OPTION VESTING CONDITION EXPIRY DATE 26,163,332 $0.035 1 year vesting 5 years from date of issue 26,163,332 $0.075 2 year vesting 5 years from date of issue 26,163,336 $0.115 3 year vesting 5 years from date of issue Total expense related to share based payment during the year was $293,870 (Period ended 30 June 2023: $101,935). 40 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 19. LOSS PER SHARE Basic loss per share amounts are calculated by dividing net loss for the period/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: YEAR ENDED 30 JUNE 2024 $ PERIOD ENDED 30 JUNE 2023 $ Loss/Profit attributable to ordinary equity holders (1,060,677) 2,995,460 NUMBER NUMBER Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 673,066,192 636,561,244 CENTS CENTS (Loss)/Profit per share (basic and diluted) (0.16) 0.47 41 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20. RELATED PARTY TRANSACTIONS a. Key management personnel Compensation of key management personnel YEAR ENDED 30 JUNE 2024 $ PERIOD ENDED 30 JUNE 2023 $ Short-term employee benefits 889,100 170,128 Share based payment 303,367 348,750 Post-employment superannuation 20,564 1,425 1,213,031 520,303 b. Subsidiaries The consolidated financial statements include the financial statements of FlexiRoam Limited and the following subsidiaries: NAME COUNTRY OF INCORPORATION % EQUITY INTEREST 30 JUNE 2024 30 JUNE 2023 Super Bonus Profit Sdn Bhd Malaysia 100% 100% FlexiRoam Sdn Bhd Malaysia 100% 100% FlexiRoam Asia Limited Hong Kong 100% 100% FlexiRoam Global - FZCO United Arab Emirates 100% 100% FlexiRoam Limited, an Australian-incorporated company, serves as the legal parent of the FlexiRoam Group. c. Other transactions with related parties Refer to Note 15 for details of loan from related party 42 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21. LEGAL PARENT ENTITY INFORMATION The following detailed information is related to the parent entity, FlexiRoam Limited, as at 30 June 2024. AS AT 30 JUNE 2024 $ AS AT 30 JUNE 2023 $ Current assets 162,169 67,808 Non-current assets 26,645,705 25,284,637 Total assets 26,807,874 25,352,445 Current liabilities 785,002 652,070 Total liabilities 785,002 652,070 Contributed equity 31,674,972 29,753,925 Accumulated losses (6,204,354) (5,330,769) Reserves 552,254 277,219 Total equity 26,022,872 24,700,375 (Loss)/Profit for the year/period (873,584) 276,848 Other comprehensive income for the year/period - - Total comprehensive (loss)/profit for the year/period (873,584) 276,848 The Company has provided a guarantee of continuing financial support to its subsidiaries. 22. SIGNIFICANT EVENTS AFTER BALANCE DATE On 25 July 2024, the Company successfully completed its fully underwritten, non-renounceable, pro rata rights issue of up to 41,529,308 fully paid ordinary shares in the Company, raising $1,038,233 (before costs). 23. COMMITMENTS AND CONTINGENCIES At the date of this report, there does not exist: a. any charge on the assets of the Group which has arisen since the end of the financial period which secures the liabilities of any other person; or b. any contingent liability of the Group which has arisen since the end of the financial year. As at balance date, the Company is not aware of any contingent liabilities which should be disclosed in the consolidated financial statements. 43 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 24. AUDIT AND OTHER SERVICES During the financial year/period, the following fees were paid or payable for services provided by the auditor of the Group, its related practices and non-related audit firms: YEAR ENDED 30 JUNE 2024 $ PERIOD ENDED 30 JUNE 2023 $ Audit and other assurance services Audit and review of financial statements In. Corp Audit & Assurance Pty Ltd (formerly known as Rothsay Audit & Assurance Pty Ltd) 31,500 10,000 Component auditors 27,000 23,559 Total remuneration for audit and other assurance services - audit or review of the financial report 58,500 33,559 25. PRINCIPAL PLACE OF BUSINESS AND REGISTERED OFFICE Principal place of business is at Level 32, 101 Miller Street, North Sydney, NSW 2000 and the Registered office at Level 5, 126 Phillip Street, Sydney NSW 2000. 26. 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 Group’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. The chief operating decision makers have been reviewing operations and making decisions based on the supply and provision of telecommunications and solutions as two operating units. Internal management accounts are consequently prepared on this basis. 44 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26. SEGMENT REPORTING – CONTINUED 45 YEAR ENDED 30 JUNE 2024 PERIOD ENDED 30 JUNE 2023 TRAVEL $ SOLUTIONS $ TOTAL $ TRAVEL $ SOLUTIONS $ TOTAL $ Segment and group revenue 14,294,962 978,125 15,273,087 2,565,804 197,730 2,763,534 Segment and group cost of sales (4,347,519) (144,920) (4,492,439) (1,278,910) (36,034) (1,314,944) Other income and forex gains - - (45,548) - - 16,420 Administration and operating expenses - - (9,605,509) - - 1,704,029 Depreciation and amortisation - - (2,042,649) - - (173,579) Income tax expense - - (147,619) - - - Group (loss)/profit for the year/period 9,947,443 833,205 (1,060,677) 1,286,894 161,696 2,995,460 Net cash flow used in operating activities - - (1,057,548) - - (552,966) Net cash flow used in investing activities - - (1,945,407) - - (291,902) Net cash flow flow financing activities - - 2,302,449 - - - Net cash outflow - - (700,506) - - (844,868) Assets - - 7,114,801 - - 7,094,163 Liabilities - - 7,195,546 - - 8,214,558 121 Consolidated Entity Disclosure Statement Entity name Entity type % of share capital Place of incorporation Tax Residency Australian or Foreign Foreign Jurisdiction FlexiRoam Asia Limited Body corporate 100% Hong Kong Foreign Hong Kong Super Bonus Profit Sdn. Bhd. Body corporate 100% Malaysia Foreign Malaysia FlexiRoam Sdn. Bhd. Body corporate 100% Malaysia Foreign Malaysia FlexiRoam Global - FZCO Body corporate 100% United Arab Emirates Foreign United Arab Emirates Notes: (1) The Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with subsection 295(3A)(a) of the Corporations Act 2001 (Cth) and includes information for each entity that was part of the Consolidated Entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements. (2) The percentage of share capital disclosed for bodies corporate included in the CEDS represents the economic interest consolidated in the consolidated financial statements. (3) The Company has not formed a tax-consolidated group under Australian taxation law. (4) Section 295 (3A)(vi) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997 (Cth) (ITAA 1997). Foreign incorporated companies can still be considered a tax resident of Australia if their central management and control is in Australia. An entity can be both, an Australian tax resident under the ITAA 1997, and a tax resident in another foreign jurisdiction under the tax law applicable in that jurisdiction. (5) The determination of tax residency involves judgement as there are different interpretations that could be adopted, and which could give rise to a different conclusion on residency. In determining tax residency, the Consolidated Entity has applied the following interpretations:- (a) The Consolidated Entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner’s public guidance in Tax Ruling TR 2018/5 and the advice of independent Australian tax advisors; and (b) Where necessary, the Consolidated Entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with. (6) Where the entity is not an Australian tax resident but is a foreign tax resident based on the Australian domestic law definition, then each foreign country in which the entity is a tax resident (as determined under the law of foreign jurisdiction) must be disclosed in the CEDS. However, if the entity is an Australian tax resident, this requirement does not apply and no further information needs to be provided about other tax residencies of the entity 46 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. complying 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 30 June 2024 and of the performance for the year ended on that date of the Group. 2. 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. 3. Note 4 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. 4. The Directors have been given the declarations as required by Section 295A of the Corporations Act for the year ended 30 June 2024. 5. In the Directors’ opinion, the Consolidated Entity Disclosure Statement on page 45 is true and correct. 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 Stephen Frank Picton Chief Executive Director Signed on this 30 th August 2024 47 In.Corp Audit & Assurance Pty Ltd ABN 14 129 769 151 Level 1 6-10 O’Connell Street SYDNEY NSW 2000 Suite 11, Level 1 4 Ventnor Avenue WEST PERTH WA 6005 GPO BOX 542 SYDNEY NSW 2001 T +61 2 8999 1199 E team@incorpadvisory.au W incorpadvisory.au To the members of FlexiRoam Limited FLEXIROAM LIMITED INDEPENDENT AUDITOR’S REPORT Liability limited by a scheme approved under Professional Standards Legislation 48 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 30 June 2024, the consolidated statement of profit and loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a) giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance for the year then ended; 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 Group 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. FLEXIROAM LIMITED INDEPENDENT AUDITOR’S REPORT (continued) 49 Material Uncertainty Related to Going Concern Without modifying our opinion, we draw attention to Note 3 of the annual financial report, which discloses a loss of $1,060,677 for the year ended 30 June 2024, net cash outflows from operating activities amounting to $1,057,548 and as at that date a deficiency in net assets of $80,745. 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. Our opinion is not modified in respect of this matter. 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 year. 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 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: • Held discussions with the Group’s management and the component auditors to gain an understanding of the Group’s revenue recognition processes; • Reviewed the results of the external IT audit performed; • Tested a sample of sales transactions to supporting documentation; • Considered the accuracy of sales cut-off at reporting date; • Tested the completeness and accuracy of the recognition of deferred revenue; • Reviewed the reasonableness of the revenue recognised in accordance with AASB 15: Revenue from Contracts with Customers; and • We have also assessed the appropriateness of the disclosures included in the financial report. FLEXIROAM LIMITED INDEPENDENT AUDITOR’S REPORT (continued) 50 Key Audit Matter – Assessment for impairment of development assets How our Audit Addressed the Key Audit Matter The Group capitalised development costs of $2,534,412 at 30 June 2024. We identified the recognition of development costs in accordance with AASB 138 Intangible Assets and the assessment for impairment of the development costs as a key audit matter due to the significant judgements and estimates involved. Our procedures included the following: • We evaluated the capitalisation process and determined that costs capitalised met the requirements of AASB 138; • We reviewed management’s impairment assessment, including the key assumptions and judgements; and • We have also assessed the appropriateness of the disclosures included in the financial report. 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 30 June 2024, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. 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. FLEXIROAM LIMITED INDEPENDENT AUDITOR’S REPORT (continued) 51 Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with 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: https://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s report. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of: a) the financial report (other than consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of: ii) the financial report (other than consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and iii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. FLEXIROAM LIMITED INDEPENDENT AUDITOR’S REPORT (continued) 52 Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. In.Corp Audit & Assurance Pty Ltd Daniel Dalla Director Sydney, 30 August 2024 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 30 June 2024. In our opinion the remuneration report of FlexiRoam Limited for the year ended 30 June 2024 complies with section 300A of the Corporations Act 2001. ASX INFORMATION AS AT 30 JUNE 2024 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 NUMBER OF ORDINARY SHARES HELD PERCENTAGE OF CAPITAL HELD CITICORP NOMINEES PTY LIMITED 171,124,035 22.89 MR THIAN CHOY ONG 77,380,000 10.35 MR KENN TAT ONG 57,357,257 7.67 MR MARC BARNETT 46,516,947 6.22 MR KAY YIP NG 26,677,333 3.57 2. DISTRIBUTION OF SECURITY HOLDERS FULLY PAID ORDINARY SHARES RANGE HOLDERS UNITS % 1 – 1,000 34 6,854 0.00% 1,001 – 5,000 33 100,502 0.01% 5,001 – 10,000 107 932,967 0.13% 10,001 – 100,000 454 19,087,678 2.57% 100,001 – over 263 723,633,094 97.29% 891 743,761,095 100.00% 3. UNMARKETABLE PARCELS Holding less than a marketable parcel of ordinary shares; HOLDERS UNITS 248 1,857,275 4. RESTRICTED SECURITIES OR SECURITIES SUBJECT TO VOLUNTARY ESCROW As at 30 June 2024, the Company had no restricted securities on issue. As at 30 June 2024, the Company had no securities subject to voluntary escrow. 5. UNQUOTED SECURITIES As at 30 June 2024, the Company had no unquoted securities on issue. 53 ASX INFORMATION AS AT 30 JUNE 2024 6. TWENTY LARGEST SHAREHOLDERS – ORDINARY SHARES NO NAME NUMBER OF ORDINARY SHARES HELD PERCENTAGE OF CAPITAL HELD 1 CITICORP NOMINEES PTY LIMITED 171,124,035 22.89 2 MR THIAN CHOY ONG 77,380,000 10.35 3 MR KENN TAT ONG 57,357,257 7.67 4 MR MARC BARNETT 46,516,947 6.22 5 MR KAY YIP NG 26,677,333 3.57 6 MR MICHAEL KING 25,465,938 3.41 7 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 23,336,999 3.12 8 MR ALEXANDER DOUGLAS 22,702,793 3.04 9 GENERAL TECHNOLOGY SDN BHD 22,183,333 2.97 10 BNP PARIBAS NOMINEES PTY LTD14,530,015 1.94 11 MR THOMAS RICHARD HOOLE 10,900,000 1.46 12 MS PEK SAN YIP 10,168,000 1.36 13 MR TAT SENG KOH 9,120,000 1.22 14 BRAINBRIDGE FAMILY PTY LTD 6,457,391 0.86 15 TA SECURITIES HOLDINGS BERHAD 6,391,667 0.86 16 MR KIAN CHUNG CHIN 6,173,750 0.83 17 BNP PARIBAS NOMINEES PTY LTD 6,019,869 0.81 18 MR EUGENE LINNIK 6,001,000 0.80 19 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 5,023,543 0.67 20 MR JON GREGORY 4,856,071 0.65 TOTAL 558,385,941 74.70 54 ASX INFORMATION AS AT 30 JUNE 2024 7. VOTING RIGHTS In accordance with the Company’s Constitution, voting rights in respect of ordinary shares are on a show of hands whereby each member present in person or by proxy shall have one vote and upon a poll, each share will have one vote. Options do not carry any voting rights. 8. ON-MARKET BUYBACK There is no current on-market buy-back. 9. STOCK EXCHANGE LISTING Quotation has been granted for the Company’s Ordinary Shares (ASX:FRX) and Listed Options (ASX:FRXO). 10. PRINCIPLES OF GOOD CORPORATE GOVERNANCE AND RECOMMENDATIONS The Board has adopted and approved the Company’s Corporate Governance Statement, which can be found on the Company’s website at https://investor.FlexiRoam.com/about 55 CORPORATE INFORMATION DIRECTORS Jefrey Ong Tat Seng Koh Stephen Frank Picton Chris Burton COMPANY SECRETARY Kamille Dietrich REGISTERED OFFICE Level 5, 126 Phillip Street, Sydney, NSW 2000. PRINCIPAL PLACE OF BUSINESS Level 32, 101 Miller Street, North Sydney, NSW 2060. AUDITORS In.Corp Audit & Assurance Pty Ltd Level 1/6 O’Connell Street, Sydney NSW 2000 (formerly known as Rothsay Audit & Assurance Pty Ltd) BANKERS National Australia Bank 100 St Georges Terrace, PERTH WA 6000 SHARE REGISTRY Automic Level 5, 126 Phillip Street, Sydney NSW 2000 Investor Services 1300 288 664 General Enquiries +61 2 8072 1400 SECURITIES EXCHANGE LISTING Flexiroam Limited shares are listed on the Australian Securities Exchange (ASX code: FRX) WEBSITE www.flexiroam.com CONTACT INFORMATION Ph: +61281883919 56