Hitech Group Australia
Annual Report 2017

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Excellence in Recruitment & Consulting HiTech Group Australia Limited A.B.N. 41 062 067 878 Annual Report 2017 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CONTENTS Corporate Directory Chairman’s Report to Shareholders Corporate Governance Statement Directors’ Report Auditor’s Independence declaration Directors’ Declaration Independent Audit Report Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the Financial Statements Stock Exchange Information Top 20 Shareholders 1 2 3-11 12-17 18 19 20-23 24 25 26 26 27-44 45 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CORPORATE DIRECTORY HiTech Group Australia Limited’s (“the Company’s”) shares are quoted on the official list of the Australian Securities Exchange Limited. The ASX code for the Company’s ordinary fully paid shares is “HIT”. Directors Ray Hazouri – Chairman Elias Hazouri – Chief executive officer George Shad – Non-executive director Company Secretaries Ray Hazouri Elias Hazouri Registered office and principal place of business Level 7 9 Young Street Sydney NSW 2000 Telephone: (02) 9241 1919 Facsimile: (02) 9241 1731 Internet: www.hitechaust.com E-mail:info@hitechaust.com Share registry Computershare Investor Services Pty Ltd Level 3, 60 Carrington Street, Sydney NSW 2000 Telephone: (02) 8234 5000 Auditors Raymond Yi Kuen Lee Suite 272, Level 2, The Miramar 398-408 Pitt Street Sydney NSW 2000 Bankers St George Bank Limited 4-16 Montgomery Street Kogarah NSW 2217 Page 1 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CHAIRMAN’S REPORT TO SHAREHOLDERS Dear Shareholder, It is with pleasure that the directors present this 18th annual report of HiTech Group Australia Limited (‘HiTech’) since the listing of the company on the Australian Securities Exchange (“ASX”) on 17 April, 2000. For the financial year ended 30 June 2017, the consolidated entity’s operating revenue is $23,345,598, an increase of 27% over the previous corresponding period (pcp). The high margin permanent placement income was 13% higher and contracting revenue was 28% higher. Gross Profit is $4,705,131, an increase of 21% over pcp (FY16:$ 3,892,918). • Underlying EBITDA is $3,429,014, an increase of 36% • Underlying NPAT is $2,414,725, an increase of 34% • Underlying full diluted EPS is 6 cents, an increase of 23% • FY17 underlying growth represents the removal of the impact of realised and unrealised investment gains in FY16 and FY17, which are non-core HiTech Our Net tangible Assets (NTA) is $0.19 per share. The directors declared a fully franked dividend of 3 cents per share. The dividend was paid on 14 September 2017 to shareholders registered on close of business on 31 August 2017. The Australian job market, particularly the ICT sector, has seen renewed demand for quality talent. We have succeeded in retaining our valued clients, winning new business, diversifying and ensuring that operating costs are kept to a minimum. Throughout FY2017, we have been successful in being retained as preferred suppliers to additional government departments including the NSW state government and new Federal Government supply panels. This will provide us with an opportunity to further diversify our revenue base. We are constantly evolving and improving our systems and productivity to provide a better service to our clients and candidates. HiTech remains a resilient and strong company with a strong balance sheet and no debt which is unique in our industry. We are committed to improving our revenues and profitability. Our major revenue is still generated from our core ICT recruitment and contracting business and we are active in non-ICT areas of recruitment. We have been active in securing clients all around Australia so that we can further develop our client base. HiTech has a proven business model that has evolved over the past 24 years. I am confident that our commitment to growth and profitability will enhance value for all our shareholders in the future. We are ready to take advantage of market opportunities and EPS accretive acquisitions to increase stakeholder returns. The future for HiTech has never looked brighter. Our results are the best in our market sector in terms of profitability. The directors extend their appreciation to all our dedicated team members for their efforts during the year, shareholders, candidates and our valued clients. Yours sincerely, Raymond Hazouri Chairman and Chief Executive Officer 03 October 2017 Page 2 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CORPORATE GOVERNANCE STATEMENT HiTech Group Australia Limited is committed to good corporate governance and disclosure. The Company has substantially adopted the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations’ (Third edition March 2014) for the entire FY2017 financial year. Where the ASX Corporate Governance Council’s recommendations have not been adopted by the Company, this has been identified and explained below. Complied Note 1.1 (a) Disclose the respective roles and responsibilities of its board and Yes management. (b) Disclose those matters expressly reserved to the board and those delegated to management. 1.2 (a) Undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) Provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. 1.3 Have a written agreement with each director and senior executive setting out the terms of their appointment. 1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. 1.5 (a) Have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving. (b) Disclose the diversity policy or a summary of it. (c) Disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either: Yes Yes Yes Yes Yes No N/A N/A 1 1 2 2 2 2 7 (1) the respective proportions of men and women on the board, in Yes 7 senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes) (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indictors”, as defined in and published under that Act. 1.6 (a) Have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) Disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. N/A Yes Yes 2 2 Page 3 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CORPORATE GOVERNANCE STATEMENT (continued) Note Complied 1.7 (a) Have and disclose a process for periodically evaluating the performance of its senior executives. (b) Disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. 2.1 (a) Have a nomination committee. (b) If it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. Yes Yes No Yes 2.2 A listed entity should have and disclose a board skills matrix setting No out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. 2.3 (a) Disclose the names of the directors considered by the board to be Yes independent directors, (b) Disclose if a director has an interest, position, association or relationship but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion. (c) Disclose the length of service of each director. 2.4 A majority of the board of a listed entity should be independent directors. 2.5 The chair of the board should be an independent director and, in particular, should not be the same person as the CEO of the entity. 2.6 Have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. 3.1 (a) Have a code of conduct for its directors, senior executives and employees. (b) Disclose the code of conduct or a summary of it. Yes Yes No No Yes Yes Yes 2 2 3 3 2 4 4 4 4 5 2 6 6 Page 4 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CORPORATE GOVERNANCE STATEMENT (continued) Note Complied 4.1 (a) Have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) has the relevant qualifications and experience of the members of the committee. (5) In relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings. (b) If it does not have an audit committee, disclose that fact. 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Yes No Yes Yes Yes Yes N/A Yes 4.3 Ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. Yes 5.1 (a) Have a written policy for complying with its continuous disclosure Yes obligations under the Listing Rules and (b) Disclose that policy or a summary of it. 6.1 Provide information about itself and its governance to investors via its website. 6.2 Design and implement an investor relations program to facilitate effective two-way communication with investors. 6.3 Disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. 6.4 Give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. Yes Yes Yes Yes Yes 8 8 8 8 8 8 9 8 10 10 10 11 11 11 Page 5 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CORPORATE GOVERNANCE STATEMENT (continued) Note Complied 7.1 (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. Yes No Yes Yes Yes Yes N/A 7.2 (a) Review the entity’s risk management framework at least annually Yes to satisfy itself that it continues to be sound (b) Disclose, in relation to each reporting period, whether such a review has taken place. Yes 7.3 (a) if it has an internal audit function, how the function is structured No and what role it performs; or (b) If it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. Yes 12 12 12 12 12 12 12 12 12 12 7.4 Disclose whether it has any material exposure to economic, Yes 13 environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. 8.1 (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. 14 No N/A N/A N/A N/A N/A Yes 14 Page 6 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CORPORATE GOVERNANCE STATEMENT (continued) Complied Note 8.2 Should separately disclose its policies and practices regarding the Yes 14 remuneration of non-executive directors and the remuneration of executive directors and other senior executives. 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and Yes 14 (b) Disclose that policy or a summary of it. Yes 14 Notes 1. The directors of the Company are accountable to shareholders for the proper management of the business and affairs of the Company. The role of the board is to approve the strategic direction of the Group, guide and monitor the management of HiTech in achieving its strategic plans, and oversee good governance practice. The express responsibilities of the board include: • • • • • • establishing, monitoring and reviewing corporate strategies and performance objectives; appointing and when necessary replacing the CEO, Company Secretary and senior management; reviewing the performance and composition of the board and approving board, CEO and executive succession planning and remuneration frameworks; approving and monitoring financial reporting and Company performance, including the external audit and ensuring continuous material disclosure; approving raising/restructures; ensuring that appropriate risk management systems, internal compliance and control, reporting systems, codes of conduct, and legal compliance measures are in place and effective; and dividends, major expenditure, acquisitions capital capital and • monitoring progress in relation to the Company’s diversity objectives and compliance with its diversity policy. The managing director and Chief Executive Officer (CEO), Mr. E Hazouri, is a member of the board. The CEO has responsibility for the day-to-day operations of the Company and is supported in these functions by senior management. The board maintains ultimate responsibility for strategy and control of the Company. The board has delegated day-to-day responsibility for the management of the Company to the CEO/Chairman, including: • • • implementing corporate strategies and making recommendations to the board on significant corporate strategic initiatives; implementing and maintaining appropriate risk management and compliance frameworks; and keeping the board updated on the performance of the Company, including financial reporting and continuous disclosure information. Page 7 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CORPORATE GOVERNANCE STATEMENT (continued) 2. The board oversees the appointment and induction process for directors and committee members, and the selection, appointment and succession planning process of the Company’s executive management team. When a vacancy exists or there is a need for particular skills, the board determines the selection criteria based on the required skills. The appropriate skill mix, education, experience, personal qualities, and diversity are factors taken into account in each case, and the appropriate checks are made into the candidate’s background. If these criteria are met and the board appoints the candidate as a director, that director must have their appointment approved by shareholders at the next annual general meeting. The skills, experience and expertise relevant to the position of each director in office during the year ended 30 June 2017 are detailed on pages 12 – 13 of this report. The board aims through the notices of meeting for annual general meetings to provide shareholders with all material information known to the board relevant to a decision on whether or not to elect or re-elect a director, as well as a statement as to whether the board supports the election or re- election of the director. Senior executives, including the CEO and the Company Secretaries, have a formal job description and letter of appointment describing their term of office, duties, rights and responsibilities. The appointment letter is consistent with the ASX Recommendations. There is no formal process for periodic evaluation of the board, board committees, individual directors and senior executive. While no performance evaluation of the Board or management was carried out during the reporting period, this is continually monitored by the Chairman and the Board. The Chairman also speaks to each director individually regarding their role as a director The Company Secretaries have responsibility for the company secretarial duties, including coordination of all Board business, including agendas, Board papers, minutes, communication with regulatory bodies and ASX, and all statutory and other filings, and are accountable directly to the board, through the Chairman. The decision to appoint or remove company secretaries are made by the board. the performance of 3. The company does not have a nomination committee as the size of the company and the board does not warrant such a committee. All board nomination matters are considered by the whole board, including board succession, continuing development of board members and performance evaluation. 4. Of the three directors, Mr. G. Shad is a non-executive and an independent director. While a majority of the board members are not independent directors, the board believes that the people on the board can and do make independent judgements in the best interests of the company at all times. No independent director of the Company has any interest, position, association or relationship that may compromise the independence of the director based on the criteria described in Box 2.3 of the Corporate Governance Principles and Recommendations (Third edition March 2014). 5. The chairman is an executive director and a major shareholder and therefore is not an independent director. The Board believes that even though the chairman is not an independent director the chairman is able to make quality and independent judgements on all relevant issues falling within the scope of the role of a chairman. The roles of Chairman and Chief Executive Officer are currently exercised by the same individual which is believed to be appropriate given the size of the Company. The length of service of each director is set out in the following table: Director Length of Service Mr. R. Hazouri Mr. E. Hazouri Mr. G. Shad 24 years 24 years 14 years Page 8 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CORPORATE GOVERNANCE STATEMENT (continued) 6. The consolidated entity recognises the need for directors and employees to observe the highest standards of behaviour and business ethics. All directors and employees are required to act in accordance with the law and with the highest standard of propriety. The Company has adopted a code of conduct to guide compliance with legal and other obligations to stakeholders of the Company which may be accessed on the Company’s website (https://www.hitechaust.com). This code provides guidance to directors and management on practices necessary to maintain confidence in the integrity of the Company. 7. The Board has not yet established objectives in relation to gender diversity but is committed to a continuation of current employment practices where employees are selected on merit. The aim is to achieve greater diversity not only in gender but also in matters of age, disability, ethnicity, marital or family status, religious or cultural background, sexual orientation and gender identity within director and senior executive positions as they become vacant and appropriately skilled candidates are available. Details of female representation in the company are set out below: Number of women employees in the whole organisation Number of women in senior executive positions* Number of women on the Board Number 6 1 - % 60% 33% - * Senior executive positions include senior managers, executive Directors and Company Secretaries. The Company is not a “relevant employer” under the Workplace Gender Equality Act. 8. The Company has established an Audit Committee with an independent chairman Mr George Shad and one other member who is an executive director. The board has established an Audit and Risk Management Committee which provides assistance to the board in fulfilling the corporate governance and oversight responsibilities of the board to verify and safeguard the integrity of the financial reporting of the Company. During the financial year, the audit and risk committee met 2 times. A formal charter of the audit and risk management committee has been approved by the Board a copy of which can be viewed on the Company’s website (http://www.hitechaust.com). As required by Section 250T of the Corporations Act 2001 the company's auditor attends annual general meetings of those meetings allows a reasonable opportunity for members to ask questions of the auditor concerning the conduct of the audit and the preparation and content of the auditor's report. the company and the chairman of 9. The board requires the managing director and the employees who jointly perform the function of the chief financial officer (CFO) to state in writing to the board that in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. 10.The Company has established procedures designed to ensure compliance with the ASX Listing Rules so that Company announcements are made in a timely manner, are factual, do not omit material information and are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions. Established policies which can be viewed on the Company’s website also ensure accountability at a senior management level for ASX compliance. The Board approves all disclosures necessary to ensure compliance with ASX Listing Rule disclosure requirements. Page 9 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CORPORATE GOVERNANCE STATEMENT (continued) 11.The Company has a communications strategy and an established policy on stakeholder communication and continuous disclosure to promote effective communication with shareholders, subject to privacy laws and the need to act in the best interests of the Company by protecting commercial information. The Company’s policy on communication with shareholders is set out in the Company’s ‘Policy on stakeholder communication and continuous disclosure’ which can be viewed on the Company’s website Investors are able to access information about the company and its governance via the company’s website (https://www.hitechaust.com) relations representatives of HiTech are available to meet with shareholders from time to time, and respond to queries addressed to our investor relations email address (info@hitechaust.com). Security holders are able to send and receive communications electronically to the Company and our share registry via our share registry, Computershare. HiTech aims to actively engage with shareholders and other stakeholders at the Annual General Meeting. At each AGM, discussion is encouraged regarding the performance of the company, prospects, management and the board, and any other area of interest or concern. Security holders who are unable to attend the AGM are able to ask questions and make comments ahead of the meeting, for response both individually and as a discussion item at the AGM. in the Investor Relations section. Investor 12. The board has established policies on risk oversight and management which may be viewed on the Company website (https://www.hitechaust.com). The audit and risk committee oversees both the audit and risk management of independence and membership of the committee can be found under the section 4.1 of this document, as related to the audit function of the committee, and the committee charter may be found on the HiTech website. The board continually monitors areas of significant business risk with input from the audit and risk committee. Practices have been established to ensure: the company. Details of the composition, • • • • • • • capital expenditure and revenue commitments above a certain size obtain prior Board approval; financial exposures are controlled, including the use of derivatives. Further details of the Company’s policies relating to interest forward exchange rate management and credit risk management are included in the financial statements; occupational health and safety standards and management systems are monitored and reviewed to achieve high standards of performance and compliance with regulations; business transactions are properly authorised and executed; the quality and integrity of personnel; financial framework; and crisis management policies are in effect. reporting accuracy and compliance with the financial reporting regulatory rate management, Systems of internal financial control have been put in place by the management of the Company and are designed to provide reasonable, but not absolute protection against fraud and material misstatement. These controls are intended to identify, in a timely manner, control issues that require attention by the board or audit and risk committee. The board continually monitors the Company’s risk management framework, and reviews the audit and risk committee charter and policy on risk oversight and management annually to ensure that the framework is robust. The Company’s risk management framework has been continuously monitored throughout the year ended 30 June 2017, and revisions have been made as necessary on an ongoing basis throughout the financial year. The risk management and internal control processes of the Company are evaluated and monitored for effectiveness by the audit and risk committee in conjunction with the board on an ongoing basis. 13. HiTech recognises the importance of ensuring the economic, environmental and social sustainability of the Company. The board monitors sustainability issues and works closely with management to establish best practices. The board has determined that there are no current material exposures to economic, environmental and social sustainability risks. Page 10 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CORPORATE GOVERNANCE STATEMENT (continued) 14.Due to the size of the Board, the Company does not have a remuneration committee. The functions normally carried out by such a committee are currently handled by the whole Board. The remuneration policy, which sets the terms and conditions for the chief executive officer and other senior executive has been approved by the board. All executives receive a base salary, superannuation and performance incentives. The board reviews executive packages annually by reference to company performance, executive performance, comparable information from industry sectors and other listed companies. Executives are entitled to participate in the employees share option arrangements. The criteria used in determining the issue of options to management include achievement of revenue and profit targets, new business generated, loyalty and years of service plus other criteria. Options are issued to Directors and Company Executives as part of their remuneration. The options are not issued based on performance criteria, but are issued to all Directors and executives of the Company to increase goal congruence among Directors, executives and shareholders The amount of remuneration of all directors and executives, including all monetary and non- monetary components, is detailed in the Director’s Report. All remuneration paid and options issued to executives are valued at a cost to the Company and expensed. Options are valued using the Black-Scholes methodology. If a participant in equity based remuneration scheme established by the Company enters into any transactions (whether through the use of derivatives or otherwise) which is designed to limit the economic risk of participating in the equity based remuneration scheme: (a) the participant must disclose details of the transaction to the Company Secretary; (b) the Company Secretary will disclose to the Board all details of any such economic risk management transactions. The board expects that the remuneration structure implemented will result in the company being able to attract and retain the best executives to run the economic entity. It will also provide executives with the necessary incentives to work to grow long-term shareholder value. Page 11 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 DIRECTORS’ REPORT The directors of HiTech Group Australia Limited present their report on the company and its controlled entities for the financial year ended 30 June 2017. Directors Information on directors The following persons were Directors of HiTech Group Australia Limited during the whole of the financial year and up to the date of this report, unless otherwise stated. Raymond Hazouri Chairman, Company Secretary (appointed Company Secretary 13 February 2015) Qualifications: BA (Sydney University), DipEd. Experience: Founded HiTech in 1993 and has over 26 years’ experience in the IT industry. Prior to establishing HiTech, Ray worked in a number of capacities in the information technology industry ranging from management positions, technical IT consulting roles including systems analysis/programming, project management and sales roles. Ray worked and consulted for a broad range of employers in the private, multinational, SME, and public sectors. Interest in shares and options: 17,760,000 ordinary shares in HiTech Group Australia Limited. Other current and former directorship in last three years: Nil George Shad Non-executive Director. Qualifications: Solicitor Experience: Appointed to the Board on 30 July 2003. Principal of Shad Partners Solicitors with thirty years’ experience as a lawyer specialising in commercial and conveyancing work. George is a panel solicitor for a number of major banks and his expertise and contacts in the corporate sector will assist HiTech in furthering its client base. Special responsibilities: Chairman of the Audit and Risk Committee Interest in shares: 250,000 ordinary shares in HiTech Group Australia Limited. Other current and former directorship in last three years: Nil Elias Hazouri Executive Director, Chief Executive Officer, Company Secretary (appointed Company Secretary 13 February 2015) Qualifications: B Sc, MBA Experience: Appointed to the Board on 30 July, 2003 as an alternate Director representing Ray Hazouri when he was not available. Over 27 years’ experience in IT and banking. Elias was previously a director of HiTech from 1993-March 2000. Elias’s knowledge of HiTech’s business is extensive. Throughout his career, Elias has been integral to the development of many IT systems and IT support departments. He has held roles ranging from programmer to technology support head. Elias is a key resource and knowledge base to the HiTech account managers and is jointly responsible for generating new business. Elias has advised on business strategy, both from a financial and operational perspective, since the inception of HiTech in 1993. Elias is employed in the capacity of Chief Executive Officer. Interest in shares and options: 3,926,202 ordinary shares, 2.9M options in HiTech Group Australia Limited beneficially owned by him. Other current and former directorship in last three years: Nil Page 12 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 Company Secretaries Ray Hazouri (Director) Elias Hazouri (Director) Directors’ meetings The following table sets out the number of directors’ meetings (including meeting of committees of directors) held during the financial year and the number of meetings attended by each director (while they were a director or a committee member). During the financial year 2 board meetings and 2 audit committee meetings were held. Board of Directors Audit Committee No eligible to Attend Attended No eligible to Attend Attended Mr R Hazouri (*by invitation) Mr E Hazouri Mr G Shad 3 3 3 3 3 3 3* 3 3 3* 3 3 Dividends The directors declared a fully franked final dividend of 3 cents per share. The dividend was paid on 14 September,2017 to shareholders registered on close of business on 31 August 2017. Total amount was $1,054,500. Earnings per share Basic and Diluted earnings per share Cents per share 6.57 Corporate structure HiTech Group Australia Limited is a listed public company, limited by shares, and is incorporated and domiciled in Australia. HiTech has prepared a consolidated financial report incorporating the entities that it controlled during the financial year. Nature of operations and principal activities The consolidated entity’s principal activity during the financial year was the supply of recruitment services for permanent and contract staff to the ICT sector. During the financial year, there were no significant changes in the nature of these operations. Group overview The HiTech Group currently supplies permanent and contract staff from its large, personalised, database of over 330,000 specialised ICT, Finance and Office Support professionals which has been developed over the past 24 years. Its main business comes from IT contracting/consulting. The HiTech client base is well established, with strong representation by technology companies, banking/financial services companies plus Federal & State Government departments and agencies. HiTech has also entered into preferred supplier agreements for the supply of staff in both the public and private sectors. Page 13 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 Operating and financial review Operating results For the financial year ended 30 June 2017, the consolidated entity’s operating revenue is $23,345,598, an increase of 27% over the previous corresponding period (pcp). The high margin permanent placement income was 13% higher and contracting revenue was 28% higher. Gross Profit is $4,705,131, an increase of 21% over pcp (FY16: $3,892,918). • Underlying EBITDA is $3,429,014, an increase of 36% • Underlying NPAT is $2,414,725, an increase of 34% • Underlying full diluted EPS is 6 cents, an increase of 23% • FY17 underlying growth represents the removal of the impact of realised and unrealised investment gains in FY16 and FY17, which are non-core HiTech Our Net Tangible Assets (NTA) is $0.19 per share. Permanent recruitment comprises the search and selection of candidates for full time employment and is characterised by relatively high profit margins. ICT contracting, comprising the provision of ICT professionals for temporary and other non-permanent staffing needs of clients for specific projects has continued to supply HiTech with cash flow. HiTech’s recruitment business is broadly based in this sector and operates across the full range of ICT services, including system development, infrastructure support and networking, operation and other skill sets. As the cycle turns, there is a growing need for skilled ICT professionals. HiTech is addressing the demand for specialised ICT skills by making use of its database and comprehensive contacts internationally. HiTech has diversified into non-ICT areas of recruitment such as office support, sales, accounting, legal and healthcare. Whilst this diversification remains minor in comparison to ICT recruitment, it marks a start for all these other areas of business with a potential to grow further. HiTech’s reputation for top quality service and the selection of suitable candidates for client job requirements have resulted in HiTech establishing a small but successful niche market position. The recruitment sector has changed with more jobs and less candidates. HiTech’s market share of the total Australian recruitment market is relatively small. This represents a huge growth potential. HiTech is focused on servicing existing clients by providing a complete recruitment solution in addition to contracting. As HiTech’s core competency is in recruitment, our strategy is to build on our existing client base and maximize revenue from existing clients by effectively providing personnel to not only the ICT market but also to other markets such as administration and office support, sales and marketing, finance and legal. There is also a possibility of broadening the consolidated entity’s operations into geographical markets in which HiTech operates. We are working towards winning new business and ensuring that operating costs are kept to a minimum. Future developments, prospects and business strategies The FY2018 growth will depend on the prevailing economic conditions at the time. There are signs of growing business confidence coming into the market. The most significant areas for change will be the continuation of an increase in job vacancies in ICT. Skilled professionals of top quality remain in short supply. We cannot, at this point, forecast with any certainty the results of next year. The directors’ main objective will be organic growth in the consolidated entity’s core business and further enhancing existing client business. Significant Changes in state of affairs There were no significant changes in the state of affairs of the consolidated entity during the financial year. Events subsequent to reporting date The directors declared a fully franked final dividend of 3 cents per share. The dividend was paid on 14 September 2017 to shareholders registered on close of business on 31 August 2017.(Note 27) Page 14 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 Environmental regulations The consolidated entity’s operations are not subject to any significant environmental regulation under a law of the Commonwealth or of a State or Territory. Indemnifying officers or auditor During or since the end of the financial year, the company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows: The company has paid premiums to insure all of the directors of the company has named above, the company secretaries and all executive officers of the company against any liability incurred as such by a director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the company or any related body corporate against a liability incurred as such by an officer or auditor. Remuneration report - Audited This report outlines the remuneration arrangements in place for directors and executives of HiTech Group Australia Limited. The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. The names of directors in office at any time during or since the end of the year are:- Mr Raymond Hazouri, Mr George Shad and Mr Elias Hazouri Remuneration Policy The Board determine the remuneration policy applicable to each executive key management person as and when required based on market rates and capacity to pay. Currently all executive key management personnel are contractors to the Company except for the Chairman and Executive Director, Ray Hazouri, and all were appointed under arm’s length agreements acceptable to both parties. Key management personnel are entitled to participate in the employee share option benefits at the discretion of the Board. Details of remuneration Details of the remuneration of the Directors, the key management personnel of the Group (as defined in AASB 124 Related Party Disclosures) and specified executives of HiTech Group Australia Limited are set out in the following table:- Remuneration - Key management personnel of the Group 2017 2017 Short-term employee Benefits Post-employment benefits Name Cash salary and fees Superannuation Non-executive directors G. Shad* Sub-total non- executive directors Executive directors R. Hazouri** E. Hazouri* Sub-total $ 10,000 10,000 300,000 374,020 Executive directors 674,020 $ - - 29,932 - 29,932 Long-term benefits Long service leave - - 53,892 - Total $ 10,000 10,000 329,932 374,020 53,892 703,952 Total key management personnel compensation (group) 684,020 29,932 53,892 713,952 **Excludes unpaid long service leave Page 15 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 Remuneration - Key management personnel of the Group 2016 2016 Short-term employee Benefits Post-employment benefits Long-term benefits Name Non-executive directors G. Shad* Sub-total non-executive directors Executive directors R. Hazouri E. Hazouri* Total key management personnel compensation (group) Cash salary and fees Superannuation Long service leave Total $ - - $ - - 325,000 354,758 25,437 19,262 - - 36,410 - $ - - 386,847 374,020 679,758 44,699 36,410 760,867 * Wholly paid to a related entity of the key management person Group performance in relation to key management personnel compensation The following table shows the performance of the Consolidated Group over the past six financial years:- FY 2011 2012 2013 2014 2015 2016 2017 Sales Revenue $ 8,748,895 9,583,560 7,309,770 7,975,179 15,104,907 18,322,169 22,234,598 NPAT/(NLAT) $ 648,404 556,699 164,504 Basic EPS Cents 2.09 1.80 0.53 Diluted EPS Cents 2.09 1.80 0.53 (150,658) (0.49) (0.49) 807,721 2,171,768 2,485,346 2.61 7.01 6.57 2.61 7.01 6.55 NTA per Net Equity share Dividends $ 2,519,739 3,076,438 3,242,189 2,940,349 3,749,499 5,953,683 6,664,836 cents 8.12 10.00 10.45 9.00 12.08 19.00 19.00 $ - - - 155,000 - - 1,674,500 Average Share Price Cents 4.02 4.39 4.50 7.28 7.50 22.00 56.00 The outlook for FY2018 will depend on the prevailing state of the local and global economy. We cannot forecast exact results at this point. Employment contracts Mr Ray Hazouri, is employed under a contract whilst the CEO, Mr Elias Hazouri, is retained as a contractor under a service contract. Under the terms of the present contracts, these executives may resign from their positions and thus terminate their contract by giving one year’s written notice. The company may terminate these employment agreements by providing twelve months written notice or by payment in lieu of the notice period based on the executives’ fixed component of remuneration. Options Granted as Remuneration During the reporting year, 3,150,000 options over ordinary shares were issued to employees under the HiTech Employee Option Plan and 3,900,000 ordinary shares were issued to key management personnel during the reporting year or since the end of the reporting year up the date of this report as a result of the exercise of remuneration options. Page 16 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 Auditor Independence declaration The lead auditor’s independence declaration for the year ended 30 June, 2017, as required under section 307C of the Corporations Act 2001, has been received and is set out on page 18 of the financial report. Non-audit services The board of directors, in accordance with advice received from the audit committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditor imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reasons: • all non-audit services are reviewed and approved by the audit committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and • the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. The following fees for non-audit services were paid/payable to the auditors for the year ended 30 June, 2017: Taxation services $ 6,654 Proceedings on behalf of the Company No person has applied for leave of Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party, for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. No proceedings have been brought or intervened in on behalf of the company with leave of the Court under section 23 of the Corporations Act 2001. Signed in accordance with a resolution of the board of directors. Raymond Hazouri Director Sydney, 03 October 2017 Page 17 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 Auditor’s Independence Declaration To The Directors of HiTech Group Australia Limited In accordance with the requirements of section 307C of the Corporation Act 2001, as lead auditor for the audit of HiTech Group Australia Limited for the year ended 30 June 2017, I declare that, to the best of my knowledge and behalf, there have been: a) no contraventions of the auditor independence requirements of the Corporation Act 2001 in relation to the audit; and b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of HiTech Group Australia Limited and the entities it controlled during the year. Raymond Yi Kuen Lee Registered Company Auditor Sydney 03 October 2017 Offfice Address: Suite 272 Level 2, The Miramar, Tel: 02-9281 9797 Fax: 02-9281 9985 398-408 Pitt Street Sydney NSW 2000 Postal Address: PO Box 20003, World Square 2002 Liability limited by a Scheme approved under Professional Standards Legislation Page 18 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 DIRECTORS’ DECLARATION The Directors of the Company declare that: 1. the financial statements and notes, as set out on pages 24-44, are in accordance with the Corporations Act 2001, including: a) Complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and b) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2017 and of its performance for the financial year ended on that date, and 2. there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declaration by the Chief Executive Officer and Chief Financial Officer as required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. Raymond Hazouri Director Sydney, 03 October 2017 Page 19 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 INDEPENDENT AUDITOR’S REPORT To the members of HiTech Group Australia Limited REPORT ON THE FINANCIAL REPORT OPINION We have audited the accompanying financial report of HiTech Group Australia Limited (the Company), which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion: (a) the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: I. II. giving a true and fair view of the Group’s financial position as at 30 June 2017and of its performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) the financial report also complies with International Financial Reporting Standards as disclosed in note 1. BASIS FOR OPINION We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit is free from material those standards are further described in the Auditor’s misstatement. Our responsibility section of our report. to obtain reasonable assurance about whether responsibilities under the financial report INDEPENDENCE We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We 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. KEY AUDIT MATTER The key audit matter is the matter that, in our professional judgement, was of most significance in our audit of the financial report of the current period. This matter was 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 the matter. Key audit matter matter How our audit addressed the key audit Page 20 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 EXISTENCE & RECOVERABILITY OF RECEIVABLES Refer to Note 8 Trade and Other Receivables The group has trade and other receivables of $2,611,093 as at 30 June 2017. This area has been designated as a key audit matter due to the size and composition of trade receivables. Our Procedures included, amongst others: • • • subsequent receipts testing on a sample of balances, whereby amounts have been agreed to post year end bank statements reviewing cut-off of recognised fees to ensure they been recorded in the correct period reviewing aged trade receivables in order to assess whether balances need to be provided against as doubtful review the books and records for any bad debts written off during the period OTHER INFORMATION The directors are responsible for the other information. The other information comprises the information included in the Company’s annual report for the year ended 30 June 2017, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. DIRECTORS’ RESPONSIBILTY FOR THE FINANCIAL REPORT The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australia Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparations of the financial report that give a true and fair view and is free from material misstatement, whether due to fraud or error. In note 1, the directors also state, in accordance with Australian Accounting Standards AASB 101 Presentation of Financial Statements, that the financial report complies with International Financial Reporting Standards. In preparing the financial report, the directors are responsible for assessing the 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. AUDITOR’S RESPONSIBILITY Our responsibility is to express an opinion on the financial report based on our audit. 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 than an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Page 21 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, intentional omissions, misrepresentations, or the override of internal control. forgery, • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Page 22 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 REPORT ON THE REMUNERATION REPORT We have audited the Remuneration Report included the Directors’ Report for the year ended 30 June 2017. 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 with Australian Auditing Standards. OPINION In our opinion, the Remuneration Report of HiTech Group Australia Limited for the year ended 30 June 2017, complies with Section 300A of the Corporations Act 2001. 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 Australia Auditing Standards. Raymond Yi Kuen Lee Registered Company Auditor Sydney, 25 September 2017 Suite 2, Level 10 377-383 Sussex Street Sydney NSW 2000 Page 23 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the Financial Year Ended 30 June 2017 Revenue from continuing operations Services revenue Cost of services Gross Profit Other revenue Marketing expenses Occupancy expenses Insurance and legal expenses Administration expenses Impairment of current financial assets Gain/(Loss) on sale of current financial assets Other expenses from ordinary activities Profit before Income Tax Income tax (expense)/benefit Profit attributable to Members of the parent entity Other comprehensive income Total comprehensive income for the year Earnings per Share: Consolidated Group Note 2017 $ 2016 $ 4(a) 23,322,238 18,276,359 4(b) (18,617,107) (14,383,441) 4,705,131 3,892,918 23,360 (43,225) 45,810 (80,807) (127,386) (103,414) (50,281) (46,526) (1,244,272) (1,126,878) - 146,987 (71,058) 870,015 (291,002) (43,483) 3,339,256 3,116,633 6 (1,029,335) (944,865) 2,309,921 2,171,768 - - 2,309,921 2,171,768 Basic and diluted earnings (cents per share) 29 6.55 7.01 Notes to financial statements are included on pages 27-44 Page 24 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2017 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Financial assets at fair value through profit and loss Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment Deferred tax assets Intangible assets Other assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provision for taxation Other current liability Short-term provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Long Term Provision TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained earnings TOTAL EQUITY Notes to financial statements are included on pages 27-44 Page 25 of 46 Consolidated Group Note 2017 $ 2016 $ 7 8 9 10 11 12 13 14 15 16 16 16 17 18 5,206,732 4,408,703 2,611,093 3,082,699 - 228,740 560,036 14,422 8,046,565 8,065,860 207,592 63,207 2,379 24,063 70,674 52,861 2,277 24,063 297,241 149,875 8,343,806 8,215,735 1,153,322 1,417,771 240,399 74,557 107,738 750,702 - 63,543 1,576,016 2,232,016 102,954 102,954 30,036 30,036 1,678,970 2,262,052 6,664,836 5,953,683 3,100,213 2,869,213 185,637 340,905 3,378,986 2,743,565 6,664,836 5,953,683 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the Financial Year Ended 30 June 2017 Consolidated Group Balance at 1/7/2015 Total dividends paid for the year Total comprehensive profit for the period Employee share options – value of employee services Balance at 30/6/2016 Balance at 1/7/2016 Total dividends paid for the year Total comprehensive profit for the year Share Capital Ordinary Accumulated Losses Employee Equity-settled benefits Reserve Total $ $ $ $ 2,869,213 571,797 308,489 3,749,499 - - - - 2,171,768 - - - 2,171,768 - 32,416 32,416 2,869,213 2,743,565 340,905 5,953,683 2,869,213 2,743,565 340,905 5,953,683 - - (1,674,500) 2,309,921 - - (1,674,500) 2,309,921 Employee share options – value of employee services 231,000 - (155,268) 75,732 Balance at 30/6/2017 3,100,213 3,378,986 185,637 6,664,836 CONSOLIDATED STATEMENT OF CASH FLOWS STATEMENT For the Financial Year Ended 30 June, 2017 CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Dividends received Interest received Income tax (expense)/ refund Note Consolidated Group 2017 $ 2016 $ 26,245,607 19,657,536 (22,840,065) (17,168,679) - 23,360 17,128 1,656 (1,549,984) (565,771) Net cash provided by/ (used in) operating activities 28 1,878,918 1,941,870 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets Proceeds from sale of financial assets Payment of property, plant and equipment Proceeds of sales from plant and equipment Net cash provided by / (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Dividend paid Proceed from issue of shares Net cash used in financing activities Net increase/(decrease) in cash held Cash at the beginning of the financial year Cash at the end of the financial year Page 26 of 46 (1,253,695) (505,903) 1,960,720 1,189,055 (168,414) (78,520) - 23,470 538,611 628,102 (1,674,500) 55,000 (1,619,500) - - - 798,029 2,569,973 4,408,703 1,838,730 7 5,206,732 4,408,703 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of HiTech Group Australia Limited and its subsidiaries. (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The financial report was authorised for issue on 03 October 2017 by the Board of Directors. (i) Compliance with IFRS The consolidated financial statements of the HiTech Group Australia Limited Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). (ii) Historical cost convention These financial statements have been prepared under the historical cost convention, modified where applicable by the measurement at fair value of selected financial assets and financial liabilities. (b) Financial report prepared on a going concern basis The Directors believe that it is appropriate to prepare the financial report on a going concern basis because a) b) The Group had $5,206,732 in cash at 30 June 2017; The Group has budgeted for sales in FY2018 at the same level of FY2017 with expected new contracting income from NSW Government contracts. (c) Principles of consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of HiTech Group Australia Limited ('company' or 'parent entity') as at 30 June 2017 and the results of all subsidiaries for the year then ended. HiTech Group Australia Limited and its subsidiaries together are referred to in this financial report as the group or the consolidated entity. Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the group. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. (d) Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. Page 27 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (e) Revenue recognition The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities as described below. The group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Revenue for the rendering of contracting and consulting services is recognised upon delivery of the service to the client while permanent placement fees are brought to account at the time of placement rather than the day of commencement of work. Revenue is measured at the 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. Interest income is recognised using the effective interest method. When a receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate. All Australian revenue is stated net of the amount of goods and services tax (GST). Dividends are recognised as revenue when the right to receive payment is established. This applies even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for impairment as a consequence, refer note 1(k). (f) Income tax The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company's subsidiaries and associates operate and generate taxable income. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. HiTech Group Australia and its wholly-owned Australian controlled entities have not implemented the tax consolidation legislation. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. (g) Leases Leases in which a significant portion of the risks and rewards of ownership are not transferred to the group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. (h) Impairment of assets Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non- financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Page 28 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (i) Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet. Trade receivables (j) Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are generally due for settlement within 30 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the impairment allowance is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the impairment loss is recognised in profit or loss within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss. Investments and other financial assets (k) Classification The group classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of each reporting date. (i) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are expected to be settled within 12 months; otherwise they are classified as non-current. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the reporting period which are classified as non-current assets. Loans and receivables are included in trade and other receivables (note 8) and receivables in the balance sheet. (iii) Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the group's management has the positive intention and ability to hold to maturity. If the group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. Held-to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the end of the reporting period, which are classified as current assets. Financial assets – reclassification The group may choose to reclassify a non-derivative trading financial asset out of the held for trading category if the financial asset is no longer held for the purpose of selling it in the near term. Financial assets other than loans and receivables are permitted to be reclassified out of the held for trading category only in rare circumstances arising from a single event that is unusual and highly unlikely to recur in the near term. In addition, the group may choose to reclassify financial assets that would meet the definition of loans and receivables out of the held for trading or available-for-sale categories if the group has the intention and ability to hold these financial assets for the foreseeable future or until maturity at the date of reclassification. Page 29 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (l) Investments and other financial assets (continued) Reclassifications are made at fair value as of the reclassification date. Fair value becomes the new cost or amortised cost as applicable, and no reversals of fair value gains or losses recorded before reclassification date are subsequently made. Effective interest rates for financial assets reclassified to loans and receivables and held-to-maturity categories are determined at the reclassification date. Further increases in estimates of cash flows adjust effective interest rates prospectively. Recognition and derecognition Purchases and sales of financial assets are recognised on trade-date – the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership. When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities. Measurement At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Loans and receivables and held-to-maturity investments are subsequently carried at amortised cost using the effective interest method. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in profit or loss within other income or other expenses in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in profit or loss as part of revenue from continuing operations when the group's right to receive payments is established. Interest income from these financial assets is included in the net gains/(losses). Impairment The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator that the assets are impaired. Impairment testing of trade receivables is described in note 1(j) and (t). (m) Plant and equipment Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Depreciation is calculated on a diminishing balance or straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives. Leasehold improvements are depreciated over the shorter of either the expired period of the lease or the estimated useful lives of the improvements. The following estimated useful lives are used in the calculation of depreciation: Plant and equipment Motor vehicles Useful Life 3-5 years 5 years The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (note 1(h)). Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. When revalued assets are sold, it is group policy to transfer any amounts included in other reserves in respect of those assets to retained earnings. (n) Intangible assets Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to the Non-current asset – Intangible Assets (Note 12). Costs capitalised include external direct costs of materials and service, direct payroll and payroll related costs of employees’ time spent on the project. Amortisation is calculated on a diminishing balance basis at 40% per annum. Page 30 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (o) Trade and other payables These amounts represent liabilities for goods and services provided to the group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. (p) Employee benefits (i) Short-term obligations Liabilities for wages and salaries, including non-monetary benefits plus annual leave and long service leave expected to be settled within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. (ii) Share-based payments Share-based compensation benefits may be provided to directors, employees and company consultants (Note 30). The fair value of shares or options granted is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the shares/options granted, which includes any market performance conditions and the impact of any non-vesting conditions but excludes the impact of any service and non-market performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity (q) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (r) Earnings per share (i) Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. (s) Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except, where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of expense. Receivables and payables in the balance sheet are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet. Cash flows are included in the statement of cash flows on a gross basis except for the GST component of cash flows arising from investing and financing activities which are disclosed as operating cash flows. (t) Comparative figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. (u) Critical accounting estimates and judgements The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group. Key estimates – Impairment The Group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in- use calculations performed in assessing recoverable amounts incorporate a number of key estimates. The Group’s financial assets at fair value through profit or loss are financial assets held for trading and are shares in listed entities which are recorded at fair value at balance date being the closing market bid price on that day. Impairment gains during the reporting period have been recorded as other income in the statement of comprehensive income. Page 31 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Key judgements – impairment of receivables The directors have reviewed outstanding debtors as at 30 June 2017 and have formed the opinion that all debtors outstanding are collectible and have therefore decided that a provision for impairment should not be made. The major portion of debtors outstanding at balance date was with Australian Government departments with little or no risk of default. (v) Parent entity financial information The financial information for the parent entity, HiTech Group Australia Limited, disclosed in Note 26 has been prepared on the same basis as the consolidated financial statements, except as set out below, Investments in subsidiaries Investments in subsidiaries are accounted for at cost in the financial statements of HiTech Group Australia Limited. (w) New Accounting Standards for Application in Future Periods Accounting Standards issued by the AASB that are not yet mandatorily applicable to the Group, together with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods, are discussed below: AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods beginning on or after 1 January 2018). The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting. The key changes that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies in line with the new hedge accounting requirements of the Standard, the application of such accounting would be largely prospective. Although the directors anticipate that the adoption of AASB 9 may have an impact on the Group’s financial instruments, including hedging activity, it is impracticable at this stage to provide a reasonable estimate of such impact. AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or after 1 January 2018, as deferred by AASB 2015-8: Amendments to Australian Accounting Standards – Effective Date of AASB 15). When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles-based model. Except for a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process: - - - - - identify the contract(s) with a customer; identify the performance obligations in the contract(s); determine the transaction price; allocate the transaction price to the performance obligations in the contract(s); and recognise revenue when (or as) the performance obligations are satisfied. The transitional provisions of this Standard permit an entity to either: restate the contracts that existed in each prior period presented per AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors (subject to certain practical expedients in AASB 15); or recognise the cumulative effect of retrospective application to incomplete contracts on the date of initial application. There are also enhanced disclosure requirements regarding revenue. Although the directors anticipate that the adoption of AASB 15 may have an impact on the Group’s financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact. AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019). When effective, this Standard will replace the current accounting requirements applicable to leases in AASB 117: Leases and related Interpretations. AASB 16 introduces a single lessee accounting model that eliminates the requirement for leases to be classified as operating or finance leases. The main changes introduced by the new Standard include: Page 32 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 - - - - recognition of a right-to-use asset and liability for all leases (excluding short-term leases with less than 12 months of tenure and leases relating to low-value assets); depreciation of right-to-use assets in line with AASB 116: Property, Plant and Equipment in profit or loss and unwinding of the liability in principal and interest components; variable lease payments that depend on an index or a rate are included in the initial measurement of the lease liability using the index or rate at the commencement date; by applying a practical expedient, a lessee is permitted to elect not to separate non-lease components and instead account for all components as a lease; and additional disclosure requirements. - The transitional provisions of AASB 16 allow a lessee to either retrospectively apply the Standard to comparatives in line with AASB 108 or recognise the cumulative effect of retrospective application as an adjustment to opening equity on the date of initial application. Page 33 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 2: FINANCIAL RISK MANAGEMENT The Groups activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include analysing the effect of interest rate rises, and other price risks, aging analysis for credit risk and comparison of the investment portfolios against the ASX All Ordinaries Index to determine market risk. Risk management is carried out by management under policies approved by the Board of Directors. The Board provides written principles for overall risk management, as well as policies covering specific areas including interest rate risk, credit risk, and investment of excess liquidity. The groups functional and presentation currency is the Australian dollars and the Group has no foreign exchange dealings and therefore does not use derivative financial instruments. The total for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows: Financial Assets Cash Bank deposits at call Trade and other receivables Financial assets at fair value through profit and loss Other Assets Total financial assets Financial Liabilities Trade and other payables Total financial liabilities (a) Credit risk Consolidated Group 2017 $ 3,725,576 1,481,156 2,611,093 - 252,803 8,070,628 1,153,322 1,153,322 2016 $ 3,653,063 755,640 3,082,699 560,036 24,063 8,075,501 1,417,771 1,417,771 Credit risk arises from cash and cash equivalents, and deposits with banks and financial institutions, as well as credit exposure to customers as outstanding receivables. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Group. The compliance with credit limits by customers is regularly monitored by line management. Sales to customers are required to be settled in cash, mitigating credit risk. The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as summarised on page 35. NOTES TO THE FINANCIAL STATEMENTS NOTE 2: FINANCIAL RISK MANAGEMENT (continued) The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates: Trade receivables Counterparts with external credit rating (Moody’s) AAA Federal government departments and instrumentalities 1,948,205 2,442,447 Counterparts without external credit rating* Consolidated Group 2017 $ 2016 $ Group 1 Group 2 Group 3 Total trade receivables Cash at bank and short-term bank deposits AA2 * Group 1 — new customers (less than 6 months) - 662,888 - - 640,252 - 2,611,093 3,082,699 5,206,732 4,408,703 Group 2 — existing customers (more than 6 months) with no defaults in the past Group 3 — existing customers (more than 6 months) with some defaults in the past. The default was not recovered. Page 34 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 (b)Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Surplus funds are generally only invested in instruments that are tradeable in highly liquid markets Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial Liabilities. The Group manages this risk through the following mechanisms: • • preparing forward looking cash flow analysis in relation to its operational and financing activities; Ensuring that adequate capital raising activities are undertaken; • maintaining a reputable credit profile; and • investing surplus cash only with major financial institutions. The Group has no long term financial liabilities and uses existing cash and funds generated from operations to balance cash flow requirements. All financial liabilities are due to be settled in less than one year. Weighted average interest rate NA 2.55% NA NA NA NA 2017 Financial Assets Cash Bank deposits at call Trade and other receivables Financial assets at fair value through profit or loss Other Assets Financial Liabilities Trade and other payables Interest free Floating Fixed interest maturing 1 year or less 1 to 5 years - - 3,725,576 1,481,156 2,611,093 - - - - 228,740 2,611,093 5,435,472 - - - - 24,063 24,063 1,153,322 1,153,322 - - - - NOTE 2: FINANCIAL RISK MANAGEMENT (continued) Weighted average interest rate 2.0% 2.0% NA NA 2.0% 2016 Financial Assets Cash Bank deposits at call Trade and other receivables Financial assets at fair value through profit or loss Other Assets – Term deposits Financial Liabilities Interest free Floating Fixed interest maturing 1 year or less 1 to 5 years 354 - 3,082,699 3,652,709 755,640 - 560,036 - - - 3,643,089 4,408,349 - - - - 24,063 24,063 Trade and other payables NA 1,417,771 - - (c) Fair value estimation Total 3,725,576 1,481,156 2,611,093 - 252,803 8,070,628 1,153,322 1,153,322 Total 3,653,063 755,640 3,082,699 560,036 24,063 8,075,501 1,417,771 - - - - - - - - - - - - - - - The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying values as presented in the statement of financial position. Fair values are those amounts at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Page 35 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 Fair values derived may be based on information that is estimated or subject to judgment, where changes in assumptions may have a material impact on the amounts estimated. Areas of judgment and the assumptions have been detailed below. Where possible, valuation information used to calculate fair value is extracted from the market, with more reliable information available from markets that are actively traded. market bid prices. In this regard, fair values for listed securities are obtained from quoted In all cases the carrying values of financial assets and liabilities are the same as the net fair values. Financial Instruments Measured at Fair Value The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following levels: - quoted prices in active markets for identical assets or liabilities (Level 1); - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and - inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). Level 1 Level 2 Level 3 Total Consolidated 2017 Financial assets Financial assets at fair value through profit and loss: - Listed investments Consolidated 2016 Financial assets $ - $ - - $ - $ - - 560,036 Financial assets at fair value through profit and loss: - Listed investments 560,036 Included within Level 1 of the hierarchy are listed investments. The fair values of these financial assets have been based on the closing quoted bid prices at reporting date, excluding transaction costs. Page 36 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTE 3: SEGMENT INFORMATION The Consolidated Group operates primarily in one geographical and in one business segment, namely the recruitment industry in Australia and reports to the Board on the performance of the Group as a whole. NOTE 4: REVENUE Revenue from continuing operations (a) Services Note Consolidated Group 2017 $ 2016 $ - Contracting and permanent placement revenue (i) 23,322,238 18,276,359 (b) Other revenue - Interest received – other entities - Dividends – other entities - Other Total revenue (i) Contracting revenue includes permanent placement fees, commission earned on contracting and contract services provided. NOTE 5: EXPENSES Cost of providing services Rental expense on operating leases - Minimum lease payments Depreciation and amortisation of non-current assets Plant and equipment - - Motor vehicles Software - Net transfers (from) provisions – employee benefits Employee option expenses 23,360 - - 1,656 24,469 19,685 23,345,598 18,322,169 18,617,107 14,327,353 127,386 103,414 13,887 17,609 1,276 117,113 20,732 6,412 15,271 1,473 (10,575) - Realised gain/(loss) on disposal of financial assets at fair value through profit and loss (146,987) 291,002 Impairment (gain)/loss on financial assets at fair value through profit and loss - (870,015) NOTE 6: INCOME TAX (a) Income tax expense Current tax Deferred tax Recoupment of prior year tax losses Deferred income tax expense included: (Increase)/decrease in deferred tax asset (Increase)/decrease in deferred tax liability 1,039,682 (10,347) - 1,029,335 750,702 194,163 - 944,865 11 18 10,347 244,674 - - 10,347 244,674 (b) Numerical reconciliation of income tax expense to prima facie tax payable Profit from continuing operations before income tax expense at 30% (2016:30%) 1,001,777 934,990 Add tax effect of: Imputation credits Other assessable income - - (2,202) - Non-deductible depreciation and amortisation and other non-allowable items (7,213) (265,815) Less tax effect of: Non-assessable income & imputation credit Deductible expenses Recoupment of prior year tax losses DTA previously not recognised Income tax expense/(benefit) - - - 34,771 1,029,335 - 1,113 - 276,779 944,865 Page 37 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 7: CASH AND CASH EQUIVALENTS Cash at bank and in hand Bank deposits at call Note Consolidated Group 2017 $ 3,725,576 1,481,156 5,206,732 2016 $ 3,653,063 755,640 4,408,703 The effective interest rate on bank deposits at call 2.55% (2016: 1.5%) Reconciliation of cash Cash at the end of the financial year as shown in the cash flow statement is reconciled to items in the balance sheet as follows: Cash and cash equivalents Interest rate exposure The Group and the parent entitiy’s exposure to interest rate risk is discussed in Note 2. NOTE 8: CURRENT ASSETS - TRADE AND OTHER RECEIVABLES Trade receivables Provision for impairment of receivables Other receivables 5,206,732 5,206,732 4,408,703 4,408,703 2,571,113 - 2,571,113 39,980 2,817,824 - 2,817,824 264,875 2,611,093 3,082,699 NOTE 8: CURRENT ASSETS – TRADE AND OTHER RECEIVABLES (continued) (b) Past due but not impaired As at 30 June 2017, trade receivables of $355,823 (2016: $375,539) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:- 30-60 days 61-90 days 90+ days (c) Credit terms 355,823 310,095 - - 1,980 63,464 355,823 375,539 Credit terms which apply to trade customers are payment within 30 days from date of invoice. (d) Fair value and credit risk Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivables mentioned above. Refer to Note 2 for further information on the risk management policy of the Group and the credit quality of the entity’s trade receivables. NOTE 9: CURRENT ASSETS Prepayment 228,740 14,422 Page 38 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 10: NON-CURRENT ASSETS – PLANT AND EQUIPMENT As at 1 July 2016 Cost or fair value Accumulated depreciation Net book value Year ended 30 June 2017 Opening net book balance Additions Disposal Depreciation charge Net book balance As at 30 June 2017 Cost or fair value Accumulated depreciation Net book value Consolidated Entity Plant & Equipment Leasehold Improvements Motor vehicles TOTAL $ $ $ $ 232,947 (219,075) 13,872 13,872 154,779 - (13,887) 154,764 387,726 (232,962) 154,764 32,453 (32,453) - - - - - - - - - 70,894 (14,092) 56,802 56,802 13,636 - 336,294 (265,620) 70,674 70,674 168,415 - (17,610) (31,497) 52,828 207,592 84,530 (31,702) 472,256 (264,664) 52,828 207,592 Plant and equipment has been tested for impairment at 30 June 2017 resulting in no impairment loss. NOTE 11: NON-CURRENT ASSETS – DEFERRED TAX ASSETS The balance comprises temporary differences attributable to : Provisions Fair value loss adjustments Prior year tax losses brought to account Total deferred tax assets NOTE 12: NON-CURRENT ASSETS - INTANGIBLE ASSETS Note Consolidated Group 2017 $ 63,207 - - 63,207 2016 $ 24,787 28,074 - 52,861 Consolidated Group Intangibles at cost At 1 July 2015 Computer software at cost Accumulated amortisation and impairment Net book value Year ended 30 June 2016 Opening net book balance Additions Accumulated amortisation and impairment Net book value As at 30 June 2016 Computer software at cost Accumulated amortisation and impairment Net book value Year ended 30 June 2017 Opening net book balance Additions Accumulated amortisation and impairment Net book value As at 30 June 2017 Computer software at cost Accumulated amortisation and impairment Net book value Page 39 of 46 1,088,925 (1,085,315) 3,610 3,610 140 (1,473) 2,277 1,089,065 (1,086,788) 2,277 2,277 1,378 (1,276) 2,379 1,090,443 (1,088,064) 2,379 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 13: NON-CURRENT ASSETS – OTHER ASSETS Security deposit for leased premises NOTE 14: CURRENT LIABILITIES - TRADE AND OTHER PAYABLES Unsecured liabilities Trade payables Sundry payables and accrued expenses NOTE 15: PROVISION FOR TAXATION Current Income Tax NOTE 16: CURRENT LIABILITIES – SHORT-TERM PROVISIONS Unearned Revenue Employee benefits Reconciliation of movement in the liability is recognized in the balance sheet as follows:- Prior year closing balance Increase in provision Current year closing balance Provisions - - Total current Total non-current Consolidated Group 2017 $ 24,063 2016 $ 24,063 9,580 1,143,742 1,153,322 158,989 1,258,782 1,417,771 240,399 750,702 74,557 210,692 93,579 117,113 210,692 107,738 102,954 210,692 - 104,154 104,154 (10,575) 93,579 63,543 30,036 93,579 NOTE 17: CONTRIBUTED EQUITY 35,150,000 fully paid ordinary share (2016: 31,000,000) 2,869,213 Ordinary shareholders participate in dividends and the proceeds of winding-up of the parent entity 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. 3,100,213 Share Options Information relating to Group’s employee share option plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year, is set out in Note 30. Capital risk management The Group’s objective when managing capital is to safeguard their ability to continue as a going concern, so that they can continue to provide returns to shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. There are no externally imposed capital requirements and the Group’s capital management strategy has not changed during the reporting period. Page 40 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 18: RESERVES The share option reserve records items recognised as expense on valuation of employee and director share options. Options issued during the year to non key management personnel have been valued using the Black-Scholes options pricing model. Movements Balance a at 1 July Employee option expenses Option shares exercised Balance 30 June NOTE 19: DIVIDENDS Dividends paid Franking credits available for subsequent financial years based on a tax rate of 30% (2016: 30%) NOTE 20: KEY MANAGEMENT PERSONNEL DISCLOSURES (a) Key management personnel compensation:- Short-term employee benefits Post-employment benefits Long Service Leave Consolidated Group 2017 $ 340,905 20,732 (176,000) 185,637 2016 $ 308,489 32,416 - 340,905 1,674,500 - - 240,353 684,020 29,932 - 713,952 679,758 44,699 36,410 760,867 Details of key management personnel compensation are disclosed in the Remuneration Report on pages 15-16. (b) Equity instrument disclosures relating to key management personnel (i) Options provided as remuneration and shares issued on exercise of such options Details of options provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options can be found in the Remuneration Report on pages 15-16. Staff 2016 Staff (ii) Options holdings 2017 Balance 1.7.17 Granted as Remun- eration 2,900,000 - Options Exercised (3,900,000) - 3,900,000 - Balance 1.7.16 3,900,000 Granted as Remun- eration - - - Options Exercised - - (iii) Shareholdings 2017 No of shares held by Key Management Personnel R. Hazouri E. Hazouri Options Cancelled/ lapsed - - Options Cancelled/ lapsed - - Balance 30.6.17 2,900,000 - Balance 30.6.16 3,900,000 - Total Vested and Exercisable 30.6.17 - - Total Vested and Exercisable 30.6.16 - - Total un- exercisable 30.6.17 2,900,000 - Total un- exercisable 30.6.16 3,900,000 - Balance 1.7.16 Received as Remuneration Options Exercised Balance 30.6.17 18,460,000 26,202 18,486,202 - - - - 3,900,000 - 17,710,000 3,926,202 21,636,202 Page 41 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTE 21: REMUNERATION OF AUDITORS During the year the following fees were paid or payable for services provided by the auditor of the parent entity:- Audit and review of the financial statements Other services: - preparation of tax return and ad hoc advice 13,400 11,845 6,654 - 20,054 11,845 Consolidated Group 2016 $ 2017 $ NOTE 22: CONTINGENT ASSETS AND CONTINGENT LIABILITIES There were no contingent assets or contingent liabilities at balance date. NOTE 23: COMMITMENTS Non-cancellable operating leases The current lease is a periodic lease with rent payable monthly in advance. NOTE 24: RELATED PARTY DISCLOSURES (a) (b) Subsidiaries Interests in subsidiaries are set out in Note 25. Key management personnel Disclosures relating to key management personnel are set out in Note 20. NOTE 25: SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 1(b) Name of entity Country of Incorporation Class of Shares Parent entity HiTech Group Australia Limited Controlled entities HiTech Contracting Pty Ltd* eConsulting Australia Pty Ltd* Australia Australia Australia Ordinary Ordinary Ordinary Equity holding** 2017 2016 100% 100% 100% 100% * These subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with Class Order 98/1418 issued by the Australian Securities and Investments Commission. ** The proportion of ownership interest is equal to the proportion of voting power held. NOTE 26: PARENT ENTITY FINANCIAL INFORMATION The individual financial statements for the parent entity show the following aggregate amounts:- Statement of Financial Position Current assets Total assets Current liabilities Total liabilities Shareholders’ equity Contributed equity Option reserve Retained earnings Total equity Profit for the year Total Comprehensive income Page 42 of 46 Parent Entity 2017 $ 2016 $ 8,046,565 8,343,806 1,576,016 1,678,970 3,100,213 185,637 3,378,986 6,664,836 2,309,921 2,309,921 8,065,860 8,215,735 2,232,016 2,262,052 2,869,213 340,905 571,797 5,953,683 2,171,768 2,171,768 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 27: SUBSEQUENT EVENTS The directors declared a fully franked final dividend of 3 cents per share. Total amount of $1,054,500 was paid on 14 September, 2017 to shareholders registered on close of business on 31 August, 2017. NOTE 28: RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH INFLOW FROM OPERATING ACTIVITIES Profit/(Loss) from ordinary activities after related income tax Depreciation and amortisation of non-current assets Net loss/(gain) on sale of financial assets Bad and doubtful debts Equity settled share based payments Unrealized (gain)/loss on financial assets Gain in disposal of plant and equipment Decrease/(Increase) in assets Current receivables Prepayments Deferred tax assets Increase/(Decrease) in liabilities Provisions Trade payables Provision Deferred tax liability Consolidated Group 2017 $ 2016 $ 2,309,921 2,171,769 32,772 (146,987) 8,760 - - - 246,938 - - (510,301) (179,298) 117,113 - 23,156 291,002 - 32,416 (870,015) (17,117) (446,458) 8,295 244,674 129,987 384,737 (10,575) - Net cash flows (used in)/from operating activities 1,878,918 1,941,870 NOTE 29: EARNINGS PER SHARE Basic earnings per share Cents per ShareCents per Share 6.57 7.01 Diluted earnings per share Basic earnings per share The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:- $ 6.55 7.01 $ Earnings (i) 2,309,921 2,171,768 No 35,150,000 Earnings used in the calculation of basic earnings per share are net profit after tax as per the income statement. Weighted average number of ordinary shares (ii) (i) No. 31,000,000 (ii) The options outstanding are considered to be potential ordinary shares and therefore have not been included in the determination of basic earnings per share. Where dilutive, these potential ordinary shares are included in the determination of diluted earnings per share on the basis that each option will convert to one ordinary share (refer below). Diluted earnings per share (a) Earnings used in the calculation of diluted earnings per share reconciles to net profit in the income statement as follows: Net profit $ $ 2,309,921 2,171,768 (b) Weighted average number of ordinary shares and potential ordinary shares used in the calculation of diluted earnings per share reconciles to the weighted average number of ordinary shares used in the calculation of basic earnings per share as follows: WWeighted average number of ordinary shares outstanding during the year used in calculating basic EPS WWeighted average number of options outstanding WWeighted average number of ordinary shares outstanding during the year used in calculating diluted EPS No No 35,150,000 115,969 31,000,000 - 35,265,969 31,000,000 Page 43 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 NOTES TO THE FINANCIAL STATEMENTS NOTE 30: SHARE-BASED PAYMENTS Employee option plan The Company has established an employee share option plan in respect of which share options may be issued to participating employees and executive directors. Options issued to directors are approved by shareholders at annual general meetings. The directors consider that the option plan provides employees and directors invited to take part in the plan, with an opportunity and an incentive to participate in the company’s future growth and success. The allocation of options to an employee or directors under the option plan is based on his or her potential future contributions to the growth and profitability of the company. Options generally lapse on the employee’s resignation or termination. When the options are converted to shares they carry full dividend and voting rights. The closing share price of an ordinary share of HiTech Group Australia Limited on the Australian Stock Exchange at 30 June 2017 was 6.4 cents. Balance at beginning of financial year (i) Granted during the financial year (ii) Exercised during the financial year Lapsed/cancelled during the financial year (iii) Outstanding at end of financial year (iv) Exercisable at end of financial year (iv) Fair value of options granted No 2017 Weighted Average Exercise Price No 2016 Weighted Average Exercise Price 0.03 0.04 0.06 0.22 2,900,000 1,000,000 1,600,000 250,000 2,900,000 (250,000) (2,900,000) (1,000,000) - 4,500,000 - 0.04 0.06 0.22 0.22 0.22 0.22 0.04 0.06 400,000 2,900,000 1,000,000 1,600,000 - (400,000) 5,500,000 - The assessed fair value at grant date of options granted during the year was determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. (i) Balance at beginning of financial year Option series No. Grant Date Exercise Date Expiry date Issued 2016 Issued 2007 Issued 2004 1,600,000 2,900,000 1,000,000 4,900,000 (ii) Issued during the financial year 17/2/2016 5/06/2007 1/11/2004 5/06/2007 1/11/2004 17/2/2019 05/06/2017 1/11/2019 Exercise Price $ 0.22 0.04 0.06 Option series No. Grant Date Exercise Date Expiry date Exercise Price Issued 2017 Issued 2017 250,000 2,900,000 3,150,000 (iii) Lapsed/cancelled during the financial year No options were lapsed during the financial year. 28/11/2016 28/11/2016 27/02/2017 25/11/2020 25/11/2020 0.22 0.22 Page 44 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 STOCK EXCHANGE INFORMATION Statement of quoted securities as at 3 October 2017 DISTRIBUTION • There are 373 shareholders holding a total of 35,150,000 ordinary fully paid shares on issue by the Company. • • The twenty largest shareholders between them hold 83.64% of the total issued shares on issue. Voting rights for ordinary shares are that on a show of hands each member present in person or by proxy or attorney or representative shall have one vote and upon a poll every member so present shall have one vote for every fully paid share held and for each partly paid share held shall have a fraction of a vote pro-rata to the amount paid up on each partly paid share relative to its issue price. Distribution of quoted securities as at 3 October 2017 Ordinary fully paid shares Range of holding Number of holders 1 - 1,001 - 1,000 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - and over Total holders 34 199 72 125 24 454 There are 16 shareholders holding less than a marketable parcel. Substantial shareholdings as at 3 October 2017 of Fully Paid Ordinary Shares Ordinary shareholder Total relevant interest notified % of total voting rights Rayhazouri Nominees Pty Limited and Raymond Hazouri E. Hazouri S. Hazouri 17,760,000 ordinary shares 3,926,202 ordinary shares 1,980,000 ordinary shares 50.53% 11.17% 5.63% Directors' share and option holdings As at 3 October 2017, directors of the Company held a relevant interest in the following shares and options issued by the Company. Director R. Hazouri G. Shad E. Hazouri Shares 17,760,000 250,000 3,926,202 Options 2,900,000 On-market buy-backs There is no on-market buy back currently in place in relation to the securities of the company. Material differences to Appendix 4E There are no material differences to the financial statements set out in this report when compared to the information set out in the Company’s Appendix 4E preliminary final statement released to the ASX on 15 August 2017. Restricted securities There are no restricted securities on issue by the Company. Page 45 of 46 HiTech Group Australia Limited and Controlled Entities A.B.N. 41 062 067 878 STOCK EXCHANGE INFORMATION TOP TWENTY SHAREHOLDERS as at 3rd October 2017 Rank Name 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. RAYHAZOURI NOMINEES PTY LTD MR ELIAS HAZOURI RAYMOND HAZOURI SALEM HAZOURI MR JOHN RICHARD SNELL HAROLD CRIPPS HOLDINGS PTY LTD NATIONAL NOMINEES LIMITED DORRAN PTY LTD GATTENSIDE PTY LTD MRS THERESE GUY + MR DAVID GUY SHAD FAMILY SUPER PTY LTD GATTENSIDE PTY LTD MR CHARBEL EL HAZOURI MR RAY HAZOURI DORINCO PTY LTD STANBOX NO 2 PTY LTD MRS THERESE GUY + MR DAVID GUY NCH PTY LTD SHERWOOD PASTORAL LIMITED UNIFIED CONSTRUCTIONS PTY LTD

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