I Synergy Group Limited
ACN 613 927 361
ANNUAL REPORT
For the Year Ended 31 December 2024
For personal use only
I Synergy Group Limited
ACN 613 927 361
Contents
For the Year Ended 31 December 2024
Page
Financial Statements
Corporate Directory
1
Chairman's Statement
2
Directors' Report
3
Auditor's Independence Declaration under Section 307C of the Corporations Act 2001
18
Consolidated Statement of Profit or Loss and Other Comprehensive Income
19
Consolidated Statement of Financial Position
20
Consolidated Statement of Changes in Equity
21
Consolidated Statement of Cash Flows
22
Notes to the Financial Statements
23
Consolidated Entity Disclosure Statement
49
Directors' Declaration
50
Independent Auditor's Report
51
Additional Information for Listed Public Companies
55
For personal use only
I Synergy Group Limited
1
ACN 613 927 361
Corporate Directory
31 December 2024
Directors
Dato Teo Chee Hong (Executive chairman)
Derrick De Souza (Non-executive director)
Dato Hoo Voon Him (Non-executive director)
Heng Jee Meng (Managing director) (previously alternate director to Dato Hoo Voon
Him)
Joshua Hunt (Non-executive director) (Appointed on 26 May 2022; Resigned on 24
January 2025)
Jiayi Yu (Non-executive director) (Appointed on 24 January 2025)
Company Secretary
Louisa Ho (Appointed on 31 December 2024)
James Barrie (Appointed on 5 September 2023; Resigned on 31 December 2024)
Registered office
24-26 Kent Street
Millers Point NSW 2000
Principal places of business
Malaysia
D-3A-11, Block D, Oasis Square
No. 2, Jalan PJU 1A/7A, Ara Damansara
47301 Petaling Jaya
Selangor Darul Ehsan
Malaysia
Indonesia
DBS Bank Tower 28 Floor Unit 2820-2821
Ciputra World One Jalan Prof. Dr.Satrio Kav 3.-5
Jakarta Selatan 12940
Indonesia
Australia
Level 9, 505 Little Collins Street
Melbourne VIC 3000
Australia
Share register
Automic Registry Services
Level 5, 191 St Georges Terrace
Perth WA 6000
Auditors
In.Corp Audit & Assurance Pty Ltd
Level 1, 6-10 O'Connell Street
Sydney NSW 2000
Stock exchange listing
I Synergy Group Limited shares are listed on the Australian Securities Exchange
(ASX code: IS3)
Website
www.i-synergygroup.com
Corporate Governance Statement
www.i-synergygroup.com
For personal use only
I Synergy Group Limited
ACN: 613 927 361
Chairman's Statement
31 December 2024
2
Dear Shareholders,
I am pleased to present the Chairman's Statement for the financial year ended 31 December 2024. Over the past year, we have
continued to navigate a dynamic and challenging business environment. Despite facing headwinds that led to a slight decline in
revenue, I am encouraged by the resilience and strategic discipline demonstrated by our team. The improvements in our financial
performance reflect our commitment to strengthening our fundamentals and positioning the Company for long-term growth.
Financial Performance and Strategic Focus
During the past financial year, the Company recorded a revenue of AUD$960,404, reflecting a 7.96% decrease compared to the
previous year. However, we made significant strides in improving our financial health, with a reduction in net loss from
AUD$903,862 in 2023 to AUD$279,904 in 2024. This improvement underscores our efforts in cost optimization, operational
efficiency, and prudent financial management.
In light of the evolving market conditions, our approach has been centered around stability and sustainable growth rather than
aggressive expansion. We have strategically streamlined our operations, ensuring that costs remain under control while we
explore new revenue-generating opportunities. Our disciplined approach has allowed us to weather uncertainties while laying
the foundation for a stronger future.
Board Restructuring and Business Realignment
In 2025, we undertook a strategic restructuring of our Board to align leadership with our future ambitions. The appointment of
new directors has brought fresh perspectives, expertise, and renewed energy to drive the Company forward. This transformation
reflects our commitment to governance excellence and business agility, ensuring that we remain well-equipped to capitalize on
emerging opportunities.
As part of our broader turnaround strategy, we are actively refining our business model, exploring innovative revenue streams,
and leveraging our core strengths to reignite growth. Our focus remains on unlocking value through operational enhancements,
technology-driven solutions, and market expansion initiatives.
Outlook for 2025 and Beyond
Looking ahead, we are optimistic about the Company’s prospects for 2025. Our strategic planning and disciplined execution are
paving the way for a turnaround, and we anticipate a return to positive momentum in the coming year. The evolving business
landscape presents new opportunities, and we are confident in our ability to adapt, innovate, and create value for all
stakeholders.
With a solid foundation in place, we will continue to focus on revenue growth, cost efficiency, and sustainable profitability. Our
commitment to delivering shareholder value remains unwavering, and we are dedicated to fostering a culture of resilience,
innovation, and performance excellence.
Closing Remarks
On behalf of the Board, I extend my deepest gratitude to our dedicated team, partners, and stakeholders for their unwavering
support throughout the year. Your confidence and trust in our vision drive us forward, and we remain committed to steering the
Company towards a brighter future.
As we move into 2025, I look forward to building upon our achievements, seizing new opportunities, and delivering enhanced
value for our shareholders.
Wishing you all continued success in the year ahead.
Dato Lawrence Teo Chee Hong
Executive Chairman
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I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
3
The directors present their report, together with the financial statements of the Group, being I Synergy Group Limited (the
Company) and its controlled entities (referred to hereafter as the "Consolidated Entity" or the "Group") for the financial year
ended 31 December 2024.
Directors
The following persons were directors of the Company during the whole of the financial year and up to the date of this report,
unless otherwise stated.
Dato Teo Chee Hong (Executive chairman)
Derrick De Souza (Non-executive director)
Dato Hoo Voon Him (Non-executive director)
Heng Jee Meng (Managing director) (previously alternate director to Dato Hoo Voon Him)
Joshua Hunt (Non-executive director) (Resigned on 24 January 2025)
Jiayi Yu (Non-executive director) (Appointed on 24 January 2025)
Company Secretary
Louisa Ho (Appointed on 31 December 2024)
James Barrie (Appointed on 5 September 2023; Resigned on 31 December 2024)
Principal activities
The Group primarily engages in offering affiliate marketing solutions to both advertisers and affiliates, operating within the digital
marketplace. Additionally, we specialize in e-commerce services, blockchain and AI research and development, and serve as a
solutions provider and software development entity, among other activities. There was no significant change in the nature of
activities of the Group during the financial year.
Dividends
No dividend was recommended by the directors of the Company for the financial year.
Review of operations
During the past financial year, the Company experienced a slight decrease in revenue, with a decline of 7.96% compared to the
previous year, dropping from AUD$1,043,413 to AUD$960,404. There was also an improvement in the Group's financial
performance, as the loss after taxation reduced from AUD$903,862 in 2023 to AUD$279,904 in the current financial year. The
decrease reflects the challenging market conditions we’ve been facing.
Despite these challenges, we’ve kept our operational costs low. Our strategy has been more defensive, focusing on maintaining
stability rather than aggressive expansion during this tough period. Our team is working hard to develop strategies that will boost
revenue while continuing to manage our expenses carefully. We’re committed to finding new opportunities for growth without
increasing our overheads.
Looking ahead, we are optimistic about the coming financial year and believe that our careful management and strategic planning
will lead to better results.
Business risks
The Board and Management have identified the following specific risks relevant to the Company’s current/on-going business
and operations:
Competition and New Technologies
The industry in which the Consolidated entity is involved is subject to increasing domestic and global competition which is fast-
paced and fast-changing. While the Consolidated entity will undertake all reasonable due diligence in its business decisions and
operations, the Consolidated entity will have no influence or control over the activities or actions of its competitors, whose
activities or actions may positively, or negatively affect the operating and financial performance of the Consolidated entity.
The Company competes with other affiliate marketing companies who may introduce new products and services. While the
Directors have no reason to believe that any of the Consolidated entity’s products and services will become obsolete, if these
new products and services are superior or perceived to be superior to the Consolidated entity’s products and services, and if the
Consolidated entity’s is unable to offer these new products and services, then this may impact adversely on the Company’s
ability to compete in the market. Further expenditure on marketing and development may be required to make the Consolidated
entity’s products and services commercially viable.
For personal use only
I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
4
Business risks
The Board and Management have identified the following specific risks relevant to the Company’s current/on-going business
and operations:
Competition and New Technologies
Competitors may attempt to compete with the Consolidate entity directly through technological innovation, marketing, or price
discounting. The Consolidated entity may fail to anticipate and adapt to technology changes or customer expectations.
Research and Development Risk
In order to maintain the Consolidated entity’s competitive position in the market, the Consolidated entity’s will undertake research
and development from time to time. The Consolidated entity considers R&D to be a key means by which it will sustain its market
position and grow its business. There is a risk that despite significant time and expenditure being applied to R&D projects, certain
projects may not result in an advancement of the Company’s technology and products. There is no guarantee that the
Consolidated entity’s R&D projects will be successful or prove to be commercially viable. The failure of an R&D project could
have a materially adverse impact on the Consolidated entity’s operations and financial performance.
Faults with Products and Services
Because the Consolidated entity’s products are technologically complex, errors or defects may be identified by the Consolidated
entity or its customers which could harm the Consolidated entity’s reputation and business. Technology-based products often
contain undetected errors when first introduced or when new versions or enhancements are released.
Though the Consolidated entity provides support to clients and is continuously updating and improving its products, there is a
risk that the products provided are faulty or do not perform as intended. The Consolidated entity has a strategy in place to ensure
that such faults are resolved prior to being provided to the customer, but in instances where a fault still occurs it could adversely
impact the Consolidated entity’s brand and reputation.
Customers may need to engage with the Consolidated entity’s customer service personnel in certain circumstances, such as if
they have a question about its products or if there is a dispute. The Consolidated entity will continuously need to recruit and
retain staff with interpersonal skills sufficient to respond appropriately to customer services requests. Poor customer service
experiences may result in the loss of customers. If the Consolidated entity loses key customer service personnel or fails to
provide adequate training and resources for customer service personnel, or if the computer systems relied on by customer
service personnel are disrupted by technological failures, this could lead to adverse publicity, litigation, regulatory inquiries or a
decrease in customers, all of which may negatively impact on the Consolidated entity’s profitability.
International Operations
The Consolidated entity currently operates in Australia, Malaysia and Indonesia. The Consolidated entity will also consider
expanding into other markets internationally in the future. Therefore, the Consolidated entity will be exposed to risks relating to
operating in those countries. Many of these risks are inherent in doing business internationally, and will include, but are not
limited to:
•
Changes in the regulatory environment;
•
Trade barriers or the imposition of taxes;
•
Difficulties with staffing or managing any foreign operations;
•
Issues or restrictions on the free transfer of funds;
•
Technology export or import restrictions; and
•
Delays in dealing across borders caused by customers or regulatory authorities
Acquisitions
The Consolidated entity may make acquisitions of, or significant investments in, companies, products, technologies and products
that are complementary to its business. Any such future transactions are accompanied by the risks commonly encountered in
making acquisitions of companies, products and technologies, such as integrating cultures and systems of operation, relocation
of operations, short term strain on working capital requirements, achieving the sales and margins anticipated and retaining key
staff and customer and supplier relationships.
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I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
5
Significant event occurring after reporting period
On 24 January 2025, Joshua Hunt resigned as a director and the Board has appointed Jiayi Yu as a non-executive director.
Heng Jee Meng was appointed as managing director, previously the alternate director to Dato’ Hoo Voon Him.
A total of 40,000,000 shares were issued at AUD$0.005 per share for cash on 28 and 30 January 2025.
The 7,142,857 options expiring on 23 December 2024 and the 2,000,000 options expiring on 28 December 2024 ceased on
30 January 2025.
Commensurate to the wider Board restructuring and corporate review, Non-Executive Director, Dato Hoo Voon Him has been
assigned the loan agreement on the exact same terms as outlined in the Funding Facility ASX Announcement released on 28
March 2023. As at the date of the effectuation of the Deed of Assignment, being 14 February 2025, AUD$395,397 had been
draw down from the facility. All legal rights and obligations under the loan agreement remain the same, including but not
limited to the Company’s repayment obligations to Dato Hoo Voon Him who has now been assigned the loan from Dato Teo
Chee Hong. This assignment of debt does not impact on the Company’s financial position, does not involve the issuance of
securities, change of control or shareholder dilution.
On 11 February 2025, Executive Chairman, Dato Teo Chee Hong disposed via off-market transfer 50,000,000 fully paid
ordinary share at AUD$0.012 per share to Managing Director Mr Heng Jee Meng.
The Company formalised the appointment of Heng Jee Meng as managing director through an executive service agreement
on 18 March 2025.
On 25 March 2025, the Company requests an immediate trading halt in the Company’s securities pending the completion of
a proposed capital raising.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or could
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future
financial years.
Environmental regulation
The Consolidated entity is not subject to any significant environmental regulation under the Australian Commonwealth or State
law.
Information on directors
The names, qualifications, experience and special responsibilities of each person who has been a director during the year and
to the date of this report are:
Name
Dato Teo Chee Hong
Title
Executive Chairman
Qualifications
Master of Business Administration
Experience and expertise
Dato' Teo is the esteemed founder of I Synergy, boasting an impressive tenure
of over 16 years immersed in creative and strategic planning. With a
specialised focus on seamlessly integrating affiliate marketing solutions into
businesses, he has garnered a reputation as a visionary in the field. Dato'
Teo's multifaceted expertise extends beyond affiliate marketing, as he serves
as a distinguished Entrepreneur, Investor, Director and Advisor across
numerous public and private enterprises.
Other current directorships in listed entities
Arris Holdings Berhad (NSX code: AR2)
Other directorships in listed entities held in
the previous three years
N/A
Interest in shares
74,596,465 ordinary shares in the Company
Interests in options
1,380,000 unlisted incentive options exercisable at AUD$nil and expiring on
21 June 2026
Contractual rights to shares
N/A
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I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
6
Information on directors
Name
Derrick De Souza
Title
Non-executive director
Qualifications
Bachelor of Accountancy, Diploma in Applied Finance and Investment of the
Securities Institute of Australia, Post Graduate Diploma in Financial Services
(Financial Planning), Certificate IV in Workplace Training and Assessment,
ASFA Certificate in Superannuation Management and associate member of
CPA Australia.
Experience and expertise
Derrick has over 18 years’ experience in business consulting in various
capacities in accounting, Australian and international taxation, auditing,
international banking, insurance, mergers and acquisitions, corporate
restructuring for stock market listings, valuations and strategic planning and
financial advisory.
Other current directorships in listed entities
Timah Resources Limited (ASX code: TML) and of Actcelerate International
Group Ltd (NSX code: ACT)
Other directorships in listed entities held in the
previous three years
N/A
Interest in shares
N/A
Interests in options
N/A
Contractual rights to shares
N/A
Name
Dato Hoo Voon Him
Title
Non-executive director
Qualifications
Bachelor of Arts in International Relations and Japanese
Experience and expertise
Dato’ Hoo is a board member, venture capitalist, investor, corporate advisor,
and a senior management executive with more than 20 years of experience
working across continents (Asia, Australia, Europe, UK and US), managing
portfolios across diverse industries such as information technology, finance,
education and real estate.
Other current directorships in listed entities
VCI Global Limited (Nasdaq code: VCIG)
Other directorships in listed entities held in the
previous three years
N/A
Interest in shares
3,000,000 ordinary shares
Interests in options
N/A
Contractual rights to shares
N/A
Name
Heng Jee Meng
Title
Managing director
Qualifications
Bachelor's (Hons) degree in IT Business with a Minor Management
Experience and expertise
Mr Heng is a technology executive with over 18 years of leadership experience
in IT security, digital transformation, enterprise solutions and financial
technology. He has successfully led enterprise IT transformations, AI-driven
innovations, and fintech regulatory integrations, driving corporate growth and
digital evolution across global markets.
Other current directorships in listed entities
N/A
Other directorships in listed entities held in the
previous three years
N/A
Interest in shares
50,000,000 ordinary shares
Interests in options
N/A
Contractual rights to shares
N/A
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I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
7
Information on directors
Name
Joshua Hunt
Title
Non-executive director
Qualifications
Bachelor of Laws and Bachelor of Commerce
Experience and expertise
Joshua is a corporate and mining lawyer with extensive experience in all
aspects of technology, mining and energy project acquisitions and disposals.
He has advised on numerous IPOs and fundraising and has a wide range of
experience in many different types of acquisitions by both public and private
companies.
Other current directorships in listed entities
Brightstar Resources Ltd (ASX code: BTR)
Other directorships in listed entities held in the
previous three years
N/A
Interest in shares
392,972 ordinary shares
Interests in options
690,000 unlisted incentive options exercisable at AUD $nil and expiring on 21
June 2026
Contractual rights to shares
N/A
Name
Jiayi Yu
Title
Non-executive director
Qualifications
Bachelor of Com/Law, Master of Law and Executive Master of Business
Administration
Experience and expertise
Jiayi Yu brings extensive experience in cross-border mergers and
acquisitions, capital raising, property development management, and
financing. Mr Yu was previously the Chief Executive Officer of an ASX listed
mining company Anchor Resources Limited (ASX:AHR).
As a practicing lawyer, he has worked for Norton Rose Fulbright in Beijing and
Melbourne, Deacons and Maddocks Lawyers in Melbourne.
Other current directorships in listed entities
N/A
Other directorships in listed entities held in the
previous three years
N/A
Interest in shares
N/A
Interests in options
N/A
Contractual rights to shares
N/A
Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other
types of entities, unless otherwise stated.
Former directorships (last 3 years) quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
For personal use only
I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
8
Company Secretary
Louisa Ho
Ms Ho is a practicing corporate lawyer and has extensive experience working with ASX listed companies in corporate compliance
and governance.
The number of meetings of the Company's Board of Directors ("the Board") held during the year ended 31 December 2024 and
the number of meetings attended by each director were as follows:
Dato Teo Chee Hong
Derrick De Souza
Dato Hoo Voon Him
Heng Jee Meng
Joshua Hunt (Appointed on 26 May 2022; Resigned on 25 January 2025)
Number of eligible to attend represents number of meetings held during the time the director held office. The Company does not
hold separate Committee meetings, instead the duties and responsibilities of such Committees are assumed by the Board.
Remuneration report (audited)
This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the key management
personnel (‘KMP’) for the consolidated entity for the financial year ended 31 December 2024. The information provided in this
remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
The remuneration report details the remuneration arrangements for KMP who are defined as those persons having authority
and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any
Director (whether executive or otherwise) of the Company.
The remuneration report is set out under the followings headings:
•
Principles used to determine the nature and the amount of remuneration
•
Details of remuneration
•
Service agreements
•
Share-based compensation
•
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives
and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward.
The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance
practices:
•
Competitiveness and reasonableness;
•
Acceptability to shareholders;
•
Performance linkage/alignment of executive compensation; and
•
Transparency.
The role and responsibility of a remuneration committee are currently undertaken by the Board. The duties of the full board
in its capacity as a remuneration committee are set out in the Company's Remuneration and Nomination Committee
charter.
Board Meetings
Number eligible to attend
Number attended
3
3
3
3
3
3
-
-
3
2
For personal use only
I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
Remuneration report (audited)
9
An executive remuneration framework has been structured, which is market competitive and complementary to the reward
strategy of the consolidated entity.
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should
seek to enhance shareholders' interests by:
•
Having economic profit as a core component of plan design;
•
Focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and
•
Attracting and retaining high calibre executives.
Additionally, the reward framework should seek to enhance executive's interests by:
•
Rewarding capability and experience;
•
Reflecting competitive reward and contribution to growth in shareholder wealth; and
•
Providing a clear structure for earning rewards.
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive director's remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors'
fees and payments are reviewed annually by the Board, in its capacity as the Nomination and Remuneration Committee. The
Board may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors'
fees and payments are appropriate and in line with the market. The chairman's fees are determined independently to the fees
of other non-executive directors based on comparative roles in the external market. The Chairman is not present at any
discussions relating to the determination of their own remuneration.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general
meeting.
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
•
Base pay and non-monetary benefits;
•
Short term performance incentives;
•
Share-based payments; and
•
Other remuneration such as superannuation and long service leave.
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Board,
in its capacity as the Nomination and Remuneration Committee based on individual and business unit performance, the overall
performance of the consolidated entity and comparable market remuneration.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the consolidated entity and provides additional value to the
executive.
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I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
Remuneration report (audited)
10
The short-term incentives ('STI') program is designed to align the targets of the business units with the performance hurdles of
executives. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPIs')
being achieved. KPI's include profit contribution, customer satisfaction, leadership contribution and product management.
The long-term incentives ('LTI') include share-based payments. Shares are awarded to executives over a period of three years
based on long-term incentive measures. These include increase in shareholders’ value relative to the entire market and the
increase compared to the consolidated entity's direct competitors.
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the consolidated entity. A portion of cash bonus and
incentive payments are dependent on sale revenue targets being met. The remaining portion of the cash bonus and incentive
payments are at the discretion of the Board, in its capacity as the Nomination and Remuneration Committee.
Use of consultants
There was no use of a remuneration consultant during the financial year ended 31 December 2024.
Voting and comments made at the Company’s 2023 Annual General Meeting ("AGM")
At the 2023 AGM, 99.97% of the votes received supported the adoption of the remuneration report for the year ended 31
December 2023. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
Remuneration details for the year ended 31 December 2024
Amounts of remuneration
The following table of benefits and payment details, in respect to the financial year, the components of remuneration for each
member of the key management personnel of the Group.
The key management personnel of the consolidated entity consist of the following directors of I Synergy Group Limited:
•
Dato Teo Chee Hong - Executive Chairman
•
Derrick De Souza - Non-executive Director
•
Dato Hoo Voon Him - Non-executive Director
•
Heng Jee Meng - Managing Director (previously alternate director to Dato Hoo Voon Him)
•
Joshua Hunt - Non-executive Director (Appointed on 26 May 2022; Resigned on 24 January 2025)
•
Jiayi Yu - Non-executive Director (Appointed 24 January 2025)
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11
I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
Remuneration report (audited)
Remuneration details for the year ended 31 December 2024
Table of benefits and payments
Short term benefits
Post employment
Share based payment
Cash salary
Short term
Non
Pension and
Options and
Cash-
fees
bonus
monetary
superannuation
Long term
rights
Shares
settled
Total
AUD$
AUD$
AUD$
AUD$
AUD$
AUD$
AUD$
AUD$
AUD$
2024
Non-Executive Directors
Derrick De Souza **
65,000
-
-
-
-
-
-
-
65,000
Joshua Hunt **
50,000
-
-
-
-
-
-
-
50,000
Dato Hoo Voon Him
30,000
-
-
-
-
-
-
-
30,000
Executive Director
Dato Teo Chee Hong
(Chairman)
129,417
-
-
15,968
-
-
-
-
145,385
274,417
-
-
15,968
-
-
-
-
290,385
2023
Executive Director
Dato Teo Chee Hong
(Chairman)
115,314
-
-
12,647
-
-
-
-
127,961
*Non-monetary short-term benefits comprises of Company car for personal use, accommodation and household.
**The above remuneration includes amount unpaid from previous years.
#This represents the remuneration paid to these key management personnel until his resignation.
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I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
12
Remuneration report (audited)
The proportion of remuneration linked to performance and the fixed proportion are as follows:
The following table provides employment details of persons who were, during the financial year, members of key management
personnel of the Group. The table also illustrates the proportion of remuneration that was performance based and the proportion
of remuneration received in the form of options.
Fixed remuneration
At risk-STI
At risk - LTI
2024
2023
Executive Chairman
Dato Teo Chee Hong 100% 100%
Cash bonuses are dependent on meeting defined performance measures. The amount of the bonus is determined having regard
to the satisfaction of performance measures and weightings as described above in the section 'Consolidated entity performance
and link to remuneration'. The maximum bonus values are established at the start of each financial year and amounts payable
are determined in the final month of the financial year by the Board in its capacity as the Nomination and Remuneration
Committee.
Service Agreements
The remuneration and other terms of employment for key management personnel are formalised in the service agreements.
Details of these agreements are as follows:
Name
Dato Teo Chee Hong
Title
Executive chairman
Date of agreement signed
25 August 2016
Commencement date
From date of listing
Terms of agreement
From the 1 February 2023 until termination of the
agreement.
Details
Contract effective from 1 February 2023, an annual salary
of AUD$120,000 inclusive of superannuation to be reviewed
annually by the Board. 3-month termination notice by either
party.
2024
2023
2024
2023
-
-
-
-
For personal use only
I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
13
Service Agreements
Name
Derrick De Souza
Title
Non-executive Director
Date of agreement signed
20 May 2020
Commencement date
20 May 2020
Terms of agreement
From the Commencement Date until termination of the
agreement.
Details
Contract effective from 1 May 2023, monthly fee of
AUD$2,500+GST to be paid in cash or share to be issued
at a price to be agreed and to be reviewed annually by the
Board. One month termination notice by either party.
Name
Joshua Hunt
Title
Non-executive Director
Date of agreement signed
1 April 2022
Commencement date
1 April 2022
Terms of agreement
From the Commencement Date until termination of the
agreement.
Details
Contract effective from 1 May 2023, monthly fee of
AUD$2,500+GST to be paid in cash or share to be issued
at a price to be agreed and to be reviewed annually by
the Board. One month termination notice by either party.
Name
Dato Hoo Voon Him
Title
Non-executive Director
Date of agreement signed
17 November 2023
Commencement date
17 November 2023
Terms of agreement
From the Commencement Date until termination of the
agreement.
Details
Contract effective from 17 November 2023, monthly fee
of AUD$2,500+GST to be paid in cash or share to be
issued at a price to be agreed and to be reviewed
annually by the Board. One month termination notice by
either party.
For personal use only
I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
14
Service Agreements
Name
Heng Jee Meng
Title
Managing Director
Date of agreement signed
5 December 2023
Commencement date
5 December 2023
Terms of agreement
From the Commencement Date until termination of the
agreement.
Details
Contract effective from 5 December 2023, monthly fee of
AUD$2,500+GST to be paid in cash or share to be issued
at a price to be agreed and to be reviewed annually by
the Board. One month termination notice by either party.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share based compensation
Issue of shares
There were no shares issued to other directors and other key management personnel in the current financial year.
Options
No options granted as remuneration to those key management personnel and executives during the financial year:
Option values at grant date were determined using the Black-Scholes method.
All options were issued by I Synergy Group Limited and entitle the holder to ordinary shares in I Synergy Group Limited for
each option exercised.
There have not been any alterations to the terms or conditions of any share based payment arrangements since the grant date.
2024
2023
No.
No.
Balance at beginning of year
111,636,209
113,016,209
Lapsed
(109,566,209)
(1,380,000)
Balance at end of year
2,070,000
111,636,209
For personal use only
I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
15
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each director and other members of key management
personnel of the consolidated entity, including their personally related parties, is set out below:
Balance at
beginning of year
On exercise of
options
Other changes
during the year
Balance at
end of year
31 December 2024
Ordinary shares
Dato Teo Chee Hong
119,437,400
-
-
119,437,400
Derrick De Souza
-
-
-
-
Joshua Hunt
392,972
-
-
392,972
Dato Hoo Voon Him
15,000,000
-
(12,000,000)
3,000,000
Heng Jee Meng
-
-
-
-
134,830,372
-
(12,000,000)
122,830,372
31 December 2023
Ordinary shares
Dato Teo Chee Hong
145,483,592
-
(26,046,192)
119,437,400
Derrick De Souza
-
-
-
-
Joshua Hunt
392,972
-
-
392,972
Kevin Fabian Coutiho*
20,578,027
-
(20,578,027)
-
Dato Hoo Voon Him
-
-
15,000,000
15,000,000
166,454,591
-
(31,624,219)
134,830,372
* Other changes reflect resignation as director in that financial year.
Option holding
At 31 December 2024, no options were issued to Directors and other key management personnel, as stated above.
Other transactions with key management personnel and their related parties
During the financial year, payments for office rental of AUD$6,471 and consultancy fee of AUD$15,099 to VSYN Capital Sdn
Bhd (director related entity of Dato Teo Chee Hong). All transactions were made on normal commercial terms and conditions
and at market rates.
At 31 December 2024 there is a loan outstanding to Dato Teo Chee Hong with a balance owing of $597,493 (2023: 561,465)
which is inclusive of interest accrued in the year ended 31 December 2024 of $23,725 (2023: 13,535).
For personal use only
I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
16
Additional information
2024
2023
2022
2021
2020
AUD$
AUD$
AUD$
AUD$
AUD$
Revenue
960,404
1,043,413
1,535,523
1,912,131
8,369,654
EBITDA
(79,247)
(666,871)
(7,137,349)
(111,421)
(440,789)
EBIT
(249,409)
(883,919)
(7,713,676)
(359,571)
1,106,290
Loss after income tax
(279,904)
(903,862)
(7,743,998)
(1,262,181)
(1,065,040)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2024
2023
2022
2021
2020
AUD$
AUD$
AUD$
AUD$
AUD$
Share price at financial year end (AUD$)
0.01
0.01
0.03
0.06
0.06
Total dividends declared (cents per share)
-
-
-
-
-
Basic loss per share
(0.08)
(0.30)
(3.05)
(0.57)
(0.80)
Shares under option
The number of options exercisable as at the end of the reporting period was 2,070,000 (2023: 111,636,209) and have an
exercise price of $nil (2023: AUD$0.00 to AUD$0.30) and a remaining contractual life of approximately 18 months.
Shares issued on the exercise of options
There were no shares issued on the exercise of options during the financial year ended 31 December 2024.
Indemnification and insurance of directors and officers
The Company has made an agreement indemnifying all the Directors and Officers of the Company against losses or liabilities
incurred by each Director or Officer in their capacity as Directors or Officers of the Company to the extent permitted by the
Corporations Act 2001. The indemnification specifically excludes willful acts of negligence.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Proceedings on behalf of company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
For personal use only
17
I Synergy Group Limited
ACN 613 927 361
Directors' Report
31 December 2024
Non-audit services
During the year, the Group’s auditors performed certain other services in addition to the audit and review of the financial
statements. The Board has considered the non-audit services provided during the year by the auditor and is satisfied that the
provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor
independence requirements of the Corporations Act 2001 for the following reasons:
•
All non-audit services were subject to the Corporate Governance procedures adopted by the Group; and
•
The non-audit services provided do not undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants (including Independence Standards), as they did not involve
reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Group, acting
as an advocate for the Group or jointly sharing risks and rewards.
Details of the amounts paid to the auditor of the Group is set out below:
Amounts paid to In.Corp Audit & Assurance Pty Ltd and its related entities for:
2024
AUD$
2023
AUD$
-
Audit or review of the financial report of the Group during the year
27,582
28,065
-
Tax compliance services in relation to the Group
3,400
7,000
30,982
35,065
Officers of the Company who are former partners of In.Corp Audit & Assurance Pty Ltd
There are no officers of the Company who are former partners of In.Corp Audit & Assurance Pty Ltd.
Auditor's independence declaration
The auditor's independence declaration in accordance with section 307C of the Corporations Act 2001 for the year ended 31
December 2024 has been received and can be found on page of the financial report.
Corporate Governance Statement
The Company’s directors and management are committed to conducting the business of the Group in an ethical manner
and in accordance with the highest standards of corporate governance. The Company has adopted and has substantially
complied with the ASX Corporate Governance Councils’ Corporate Governance Principles and Recommendations (Fourth
Edition) (Recommendations) to the extent appropriate to the size and nature of the Group’s operations.
The Company has prepared a statement which sets out the corporate governance practices that were in operation throughout
the financial year for the Company, identifies any Recommendations that have not been followed, and provides reasons for not
following such Recommendations (Corporate Governance Statement).
In accordance with ASX Listing Rules 1.1 Condition 13, the Corporate Governance Statement will be available for review on
the Company’s website (www.isynergy.my) (the Website),and will be lodged together with an Appendix 4G with ASX at the
same time that this Annual Report is lodged with ASX. The Appendix 4G will identify each Recommendation that needs to be
reported against by the Company, and will provide shareholders with information as to where relevant governance disclosures
can be found.
The Company’s corporate governance policies and charters and policies are all available on the Website.
This director's report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of Directors,
pursuant to section 298(2)(a) of the Corporations Act 2001.
Director: ...............................................................
Dato’ Teo Chee Hong
Dated: 31 March 2025
For personal use only
In.Corp Audit & Assurance Pty Ltd
ABN 14 129 769 151
Level 1
6-10 O’Connell Street
SYDNEY NSW 2000
Suite 11, Level 1
4 Ventnor Avenue
WEST PERTH WA 6005
GPO BOX 542
SYDNEY NSW 2001
T +61 2 8999 1199
E team@incorpadvisory.au
W incorpadvisory.au
To the Directors of I Synergy Group Limited
I declare that, to the best of my knowledge and belief, in relation to the
audit for the year ended 31 December 2024 there have been:
•
no contraventions of the auditor independence requirements of the
Corporations Act 2001 in relation to the audit; and
•
no contraventions of any applicable code of professional conduct in
relation to the audit.
This declaration is in relation to I Synergy Group Limited and the entities
it controlled during the year.
In.Corp Audit & Assurance Pty Ltd
Daniel Dalla
Director
Sydney, 31 March 2025
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION
307C OF THE CORPORATIONS ACT 2001
Liability limited by a scheme approved under Professional Standards Legislation
18
For personal use only
I Synergy Group Limited
ACN 613 927 361
The accompanying notes form part of these financial statements.
19
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
For the Year Ended 31 December 2024
Note
2024
AUD$
2023
AUD$
Revenue
5
960,404
1,043,413
Cost of sales
-
(1,219)
Gross profit
960,404
1,042,194
Other income
5
81,643
151,825
Selling and distribution expenses
(15,158)
(3,107)
Administrative expenses
(1,281,528)
(2,074,832)
Finance costs
(24,884)
(18,273)
Loss before income tax
6
(279,523)
(902,193)
Income tax expense
7
(381)
(1,669)
Loss after income tax for the year
(279,904)
(903,862)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation differences
(304,726)
(28,492)
Total comprehensive income for the financial year
(584,630)
(932,354)
Loss attributable to:
Members of the parent entity
(278,663)
(903,175)
Non-controlling interest
(1,241)
(687)
(279,904)
(903,862)
Total comprehensive income attributable to:
Members of the parent entity
(583,389)
(931,667)
Non-controlling interest
(1,241)
(687)
(584,630)
(932,354)
Cents
Cents
Basic and diluted loss per share (cents)
8
(0.08)
(0.30)
For personal use only
I Synergy Group Limited
ACN 613 927 361
The accompanying notes form part of these financial statements.
20
Consolidated Statement of Financial Position
As At 31 December 2024
2024
2023
Note
AUD$
AUD$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
9
39,644
127,013
Other assets
10
79,588
82,480
Current tax receivables
94,575
92,304
TOTAL CURRENT ASSETS
213,807
301,797
NON-CURRENT ASSETS
Plant and equipment
12
9,221
13,445
Right-of-use assets
13
7,809
57,967
Development costs
14
52,955
184,981
TOTAL NON-CURRENT ASSETS
69,985
256,393
TOTAL ASSETS
283,792
558,190
LIABILITIES
CURRENT LIABILITIES
Other liabilities
15
408,971
415,322
Convertible notes
16
600,000
-
Amount due to a Director
17
597,493
561,465
Lease liabilities
18
4,909
12,548
Deferred revenue
19
647,912
853,232
TOTAL CURRENT LIABILITIES
2,259,285
1,842,567
NON-CURRENT LIABILITIES
Lease liabilities
18
2,982
53,165
Deferred revenue
19
506,173
1,025,301
TOTAL NON-CURRENT LIABILITIES
509,155
1,078,466
TOTAL LIABILITIES
2,768,440
2,921,033
NET LIABILITIES
(2,484,648)
(2,362,843)
EQUITY
Issued capital
20
8,970,576
8,507,751
Merger reserve
21(a)
(1,042,123)
(1,042,123)
Foreign currency translation reserve
21(b)
(309,226)
(4,500)
Option reserve
21(c)
3,067,709
3,067,709
Retained earnings
(13,209,095)
(12,930,432)
Total equity attributable to equity holders of the Company
(2,522,159)
(2,401,595)
Non-controlling interest
37,511
38,752
TOTAL EQUITY
(2,484,648)
(2,362,843)
For personal use only
The accompanying notes form part of these financial statements.
21
I Synergy Group Limited
ACN 613 927 361
Consolidated Statement of Changes in Equity
For the Year Ended 31 December 2024
Issued
Capital
Retained
Earnings
Foreign
Currency
Translation
Reserve
Option
Reserve
Merger
Reserve
Non-
controlling
Interest
Total
AUD$
AUD$
AUD$
AUD$
AUD$
AUD$
AUD$
Balance 1 January 2023
8,327,751
(12,027,257)
23,992
3,067,709
(1,042,123)
39,439
(1,610,489)
Loss attributable to members of the parent entity
-
(903,175)
-
-
-
-
(903,175)
Loss attributable to non-controlling interests
-
-
-
-
-
(687)
(687)
Foreign currency translation differences
-
-
(28,492)
-
-
-
(28,492)
Transactions with owners in their capacity as owners
Shares issued during the year
180,000
-
-
-
-
-
180,000
Balance at 31 December 2023
8,507,751
(12,930,432)
(4,500)
3,067,709
(1,042,123)
38,752
(2,362,843)
Balance 1 January 2024
8,507,751
(12,930,432)
(4,500)
3,067,709
(1,042,123)
38,752
(2,362,843)
Loss attributable to members of the parent entity
-
(278,663)
-
-
-
-
(278,663)
Loss attributable to non-controlling interest
-
-
-
-
-
(1,241)
(1,241)
Foreign currency translation differences
-
-
(304,726)
-
-
-
(304,726)
Transactions with owners in their capacity as owners
Shares issued during the year
462,825
-
-
-
-
-
462,825
Balance at 31 December 2024
8,970,576
(13,209,095)
(309,226)
3,067,709
(1,042,123)
37,511
(2,484,648)
r personal use only
I Synergy Group Limited
ACN 613 927 361
22
Consolidated Statement of Cash Flows
For the Year Ended 31 December 2024
2024
2023
Note
AUD$
AUD$
CASH FLOWS FROM OPERATING ACTIVITIES:
Receipts from customers
8,515
391,782
Payments to suppliers and employees
(861,355)
(926,583)
Finance costs
(24,884)
(18,273)
Income taxes (paid)/refund
(2,270)
194,919
Net cash used in operating activities
9
(879,994)
(358,155)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment
-
(6,536)
Net cash used in investing activities
-
(6,536)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes
700,000
-
Proceeds from issue of shares
100,000
180,000
Repayment of lease liabilities
(7,375)
(12,000)
Net cash provided by financing activities
792,625
168,000
Net decrease in cash and cash equivalents held
(87,369)
(196,691)
Cash and cash equivalents at beginning of financial year
127,013
323,704
Cash and cash equivalents at end of financial year
9
39,644
127,013
The accompanying notes form part of these financial statements.
For personal use only
I Synergy Group Limited
ACN 613 927 361
23
Notes to the Financial Statements
For the Year Ended 31 December 2024
1.
General information
The Company is a public company limited by shares and is incorporated under the Corporations Act 2001. The domicile
of the Company is Australia. The registered office and principal place of business are as follows:-
Registered office
24-26 Kent Street
Millers Point NSW 2000
Principal places of business
D-3A-11, Block D, Oasis Square
No. 2, Jln PJU 1A/7A, Ara Damansara
47301 Petaling Jaya
Selangor Darul Ehsan
Malaysia
DBS Bank Tower 28 Floor Unit 2820-2821
Ciputra World One Jalan Prof. Dr.Satrio Kav 3.-5
Jakarta Selatan 12940
Indonesia
Level 9, 505 Little Collins Street
Melbourne VIC 3000
Australia
Each of the entities within the Group prepare their financial statements based on the currency of the primary economic
environment in which the entity operates (functional currency). The consolidated financial statements are presented in
Australian dollars which is the parent entity’s functional and presentation currency.
The financial report were authorised for issue by the Board of Directors in accordance with a resolution of the directors
dated 31 March 2025.
Comparatives are consistent with prior years, unless otherwise stated.
2.
Basis of Preparation
The financial statements are general purpose financial statements that have been prepared in accordance with the
Australian Accounting Standards and the Corporations Act 2001.
The financial statements of the Group are prepared under the historical cost convention and modified to include other bases
of valuation as disclosed in other sections under material accounting policies, and in compliance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board. They also comply with International
Financial Reporting Standards.
These financial statements comply with International Financial Reporting Standards as issued by the International
Accounting Standards Board.
The financial statements have been prepared on an accruals basis and are based on historical costs modified, where
applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
Material accounting policies adopted in the preparation of these financial statements are presented below and are
consistent with prior reporting periods unless otherwise stated.
For personal use only
I Synergy Group Limited
ACN 613 927 361
24
Notes to the Financial Statements
For the Year Ended 31 December 2024
2.
Basis of Preparation
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of the new or
amended Accounting Standards and Interpretations (including the consequential amendments, if any) did not have any
material impact on the Group’s financial statements.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Going concern basis
The directors have prepared the financial report of the Group on a going concern basis, which assumes the continuity
business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
During the year ended 31 December 2024, the Group incurred a loss of AUD$279,904 (2023: loss AUD$903,862) and had
deficiency in the net deficiency of AUD$2,484,648 (2023: deficiency AUD$2,362,843). These conditions indicate the
existence of a material uncertainty that may cause doubt about the Group’s ability to continue as going concern.
In the Directors' opinion there are reasonable grounds to believe that the Group will be able to pay its debts as and when
they become due and payable.
Subsequent to the end of the year, the Group has taken initiatives to raise further capital from the prospective investors.
The Group has made and continues to make efforts to reduce costs where possible within the business, whilst as at 31
December 2024 there is a balance of AUD$1,154,085 in unearned revenue that relates to access fees to the platform.
The Group entered into a Convertible Note Agreement to provide a funding facility up to $10,000,000. During the financial
year, the Group issued seven (7) convertible notes at the value of $700,000 where one (1) convertible note at the value of
$100,000 was converted into ordinary shares.
In view of the above, the financial statements of the Group do not include any adjustments relating to recoverability
and classification of recorded asset amounts or to additional amounts and classification of liabilities that may be necessary
should the aforesaid plans not be forthcoming or successfully implemented.
3.
Summary of Material Accounting Policy Information
3.1.
Basis for consolidation
The consolidated financial statements include the financial position and performance of controlled entities from the
date on which control is obtained until the date that control is lost.
Subsidiaries are entities controlled by the Group. The Group controls an entity when the Group is exposed to, or
has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power over the entity. Potential voting rights are considered when assessing control only when such rights are
substantive. The Group also considers it has de facto power over an investee when, despite not having the majority
of voting rights, it has the current ability to direct the activities of the investee that significantly affect the investee’s
return.
For personal use only
I Synergy Group Limited
ACN 613 927 361
25
Notes to the Financial Statements
For the Year Ended 31 December 2024
3.
Summary of Material Accounting Policy Information
3.1.
Basis for consolidation
Intragroup assets, liabilities, equity, income, expenses and cashflows relating to transactions between entities in
the consolidated entity have been eliminated in full for the purpose of these financial statements. Intragroup losses
may indicate an impairment that requires recognition in the consolidated financial statements. Where necessary,
adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with
those of the Group.
Appropriate adjustments have been made to a controlled entity’s financial position, performance and cash flows
where the accounting policies used by that entity were different from those adopted by the consolidated entity. All
controlled entities have a December financial year end.
A list of controlled entities is contained in Note 12 to the financial statements.
Merger Accounting for Common Control Business Combinations.
A business combination involving entities under common control is a business combination in which all the
combining entities or subsidiaries are ultimately controlled by the same party or parties both before and after the
business combination, and that control is not transitory.
The financial statements have been prepared using merger accounting principles. This method has been used on
the basis that the business combination involving the entities in the Group involves entities under common control.
Consequently, the requirement of AASB 3 – Business Combinations, has not been applied.
Under the merger accounting principles, the acquirer accounts for the combination as follows:
•
The assets and liabilities of the combining entities are recorded at their carrying amounts reported in the
combined financial statements and not at fair value;
•
Intangible assets and contingent liabilities are only recognised to the extent that they were recognised by the
acquiree in accordance with applicable AASB’s;
•
No goodwill is recorded. The difference between the acquirer's cost of investment and the acquiree's
equity is presented separately as reserves (merger reserves);
•
Any expenses of the combination are written off immediately in profit and loss; and
•
Comparatives are presented as if the entities had always been combined since the date the entities had
come under common control.
3.2.
Functional and foreign currency transactions and balances
a)
Functional and Presentation Currency
The individual financial statements of each entity in the Group are presented in the currency of the primary
economic environment in which the entity operates, which is the functional currency.
For the purposes of the Financial Statements, the presentation currency used is Australian Dollars.
b)
Foreign currency transactions and balances
Transactions in foreign currencies are converted into the respective functional currencies on initial recognition,
using the exchange rates at the transaction dates. Monetary assets and liabilities at the end of the reporting
period are translated at the exchange rates ruling as of that date. Non-monetary assets and liabilities are
translated using exchange rates that existed when the values were determined. All exchange differences are
recognised in profit or loss.
For personal use only
I Synergy Group Limited
ACN 613 927 361
26
Notes to the Financial Statements
For the Year Ended 31 December 2024
3.
Summary of Material Accounting Policy Information
3.2
Functional and foreign currency transactions and balances
c)
Foreign operations
Assets and liabilities of foreign operations (including any goodwill and fair value adjustments arising on
acquisition) are translated to the Group’s presentation currency at the exchange rates at the end of the
reporting period. Income, expenses and other comprehensive income of foreign operations are translated
at exchange rates at the dates of the transactions. All exchange differences arising from translation are taken
directly to other comprehensive income and accumulated in equity; attributed to the owners of the Company
and non-controlling interests, as appropriate.
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign subsidiary,
or a partial disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial
disposal of an interest in an associate that includes a foreign operation of which the retained interest becomes
a financial asset), all of the exchange differences accumulated in equity in respect of that foreign operation
attributable to the owners of the Company are reclassified to profit or loss as part of the gain or loss on
disposal. The portion that related to non-controlling interests is derecognised but is not reclassified to profit
or loss.
In the consolidated financial statements, when settlement of an intragroup loan is neither planned nor likely
to occur in the foreseeable future, the exchange differences arising from translating such monetary item are
considered to form part of a net investment in the foreign operation and are recognised in other
comprehensive income.
3.3 Research and development expenditure
Research expenditure is recognised as an expense when it is incurred.
Development expenditure is recognised as an expense except that costs incurred on development projects are
capitalised as non-current assets to the extent that such expenditure is expected to generate future economic
benefits. Development expenditure is capitalised if, and only if, an entity can demonstrate all of the following:
•
its ability to measure reliably the expenditure attributable to the asset under development;
•
the product or process is technically and commercially feasible;
•
its future economic benefits are probable;
•
its intention to complete the ability to use or sell the developed asset; and
•
the availability of adequate technical, financial and other resources to complete the asset under development.
Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses,
if any. Development expenditure initially recognised as an expense is not recognised as assets in the subsequent
period.
The development expenditure is amortised on a straight-line method over a period of 5 years when the products
are ready for sale or use. In the event that the expected future economic benefits are no longer probable of
being recovered, the development expenditure is written down to its recoverable amount.
The amortisation method, useful life and residual value are reviewed, and adjusted if appropriate, at the end of
each reporting period.
For personal use only
I Synergy Group Limited
ACN 613 927 361
27
Notes to the Financial Statements
For the Year Ended 31 December 2024
3.
Summary of Material Accounting Policy Information
3.4 Related parties
A party is related to an entity (referred to as the ‘reporting entity’) if:
a)
A person or a closer member of that person's family is related to a reporting entity if that person:
i.
has control or joint control over the reporting entity;
ii.
has significant influence over the reporting entity; or
iii.
is a member of the key management personnel of the reporting entity or of a parent of the reporting
entity.
Close members of the family of a person are those family members who may be expected to influence, or be
influenced by, that person in their dealings with the reporting entity.
A party is related to an entity (referred to as the ‘reporting entity’) if:
b)
An entity is related to a reporting entity if any of the following conditions apply:
i.
The entity and the reporting entity are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others).
ii.
One entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group which the other entity is a member).
iii. Both entities are joint ventures of the third party.
iv. One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
v.
The entity is a post-employment benefit plan for the benefit of employees of either the reporting entity
or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring
employers are also related to the reporting entity.
vi. The entity is controlled or jointly controlled by a person identified in (a) above.
vii. A person identified in (a)(i) above has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).
viii. The entity, or any member of a group of which it is a part, provides key management personnel services
to the reporting entity or to the parent of the reporting entity.
Related parties also include key management personnel defined as those persons having authority and
responsibility for planning, directing and controlling the activities of the reporting entity either directly or indirectly,
including any director (whether executive or otherwise) of that entity.
3.5 Revenue and other income
3.5.1 Revenue from contracts with customers
Revenue which represents income arising in the course of the Group’s ordinary activities is recognised
by reference to each distinct performance obligation promised in the contract with customer when or as the
Group transfers the control of the goods or services promised in a contract and the customer obtains control
of the goods or services. Depending on the substance of the respective contract with customer, the control
of the promised goods or services may transfer over time or at a point in time.
A contract with customer exists when the contract has commercial substance, the Group and its customer
has approved the contract and intend to perform their respective obligations, the Group’s and the customer’s
rights regarding the goods or services to be transferred and the payment terms can be identified, and it is
probable that the Group will collect the consideration to which it will be entitled to in exchange of those goods
or services.
For personal use only
I Synergy Group Limited
ACN 613 927 361
28
Notes to the Financial Statements
For the Year Ended 31 December 2024
3.
Summary of Material Accounting Policy Information
3.5 Revenue and other income
3.5.1 Revenue from contracts with customers
At the inception of each contract with customer, the Group assesses the contract to identify distinct
performance obligations, being the units of account that determine when and how revenue from the contract
with customer is recognised. A performance obligation is a promise to transfer a distinct good or service (or
a series of distinct goods or services that are substantially the same and that have the same pattern of
transfer) to the customer that is explicitly stated in the contract and/or implied in the Group’s customary
business practices. A good or service is distinct if:
i.
the customer can either benefit from the good or service on its own or together with the readily available
resources; and
ii.
the good or service is separately identifiable from other promises in the contract (e.g., the good or
service is not integrated with, or significantly modify, or highly interrelated with, other goods or service
promised in the contract).
If a good or service is not distinct, the Group combines it with other promised goods or services until the
Group identifies a distinct performance obligation consisting a distinct bundle of goods or services.
Revenue is measured at the amount of consideration to which the Group expects to be entitled in exchange
for transferring the promised goods or services to the customers, excluding amounts collected on behalf of
third parties such as sales and service taxes or goods and services taxes. If the amount of consideration
varies due to discounts, rebates, refunds, credits, incentives, performance bonuses, penalties or other similar
items, the Group estimates the amount of consideration that it expects to be entitled based on the expected
value or the most likely outcome but the estimation is constrained up to the amount that is highly probable
of no significant reversal in the future. If the contract with customer contains more than one distinct
performance obligation, the amount of consideration is allocated to each distinct performance obligation
based on the relative stand-alone selling prices of the goods or services promised in the contract. If a
standalone selling prices is not directly observable, the Group will need to estimate it using adjusted market
assessment approach, expected cost plus a margin approach and residual approach.
The consideration allocated to each performance obligation is recognised as revenue when or as the
customer obtains control of the goods or services. At the inception of each contract with customer, the Group
determines whether control of the goods or services for each performance obligation is transferred over time
or at a point in time.
Control over the goods or services are transferred over time and revenue is recognised over time if:
i.
the customer simultaneously receives and consumes the benefits provided by the Group’s
performance as the Group performs;
ii.
the Group’s performance creates or enhances a customer-controlled asset; or
iii.
the Group’s performance does not create an asset with alternative use and the Group has a right to
payment for performance completed to date.
Revenue for performance obligation that is not satisfied over time is recognized at the point in time at
which the customer obtains control of the promised goods or services.
Revenue for performance obligation that is not satisfied over time is recognized at the point in time at
which the customer obtains control of the promised goods or services.
For personal use only
I Synergy Group Limited
ACN 613 927 361
29
Notes to the Financial Statements
For the Year Ended 31 December 2024
3.
Summary of Material Accounting Policy Information
3.5 Revenue and other income
3.5.1 Revenue from contracts with customers
Specific revenue recognition criteria for each of the Group’s activities are as described below.
i.
Revenue from software platform activation
Revenue from software platform activation is recognized upon the deployment of the platform’s software
and technology for the customer, namely the affiliates marketer uses to conduct offline and online
marketing business. The deployment process is all of the activities undertaken to recognize the software
platform according to specific characteristics of the program performance incentives as stipulated in the
contract with affiliates and to activate some form of command relating to software component for
affiliates execution when using the software platform. The performance obligation is satisfied at a point
in time upon completion of the software deployment process.
ii.
Revenue from training and business support tool kit and related material
Revenue is recognised upon provision of training and training materials to the new affiliates. The
performance obligation is satisfied at a point in time upon completion of the training course.
iii. Revenue from licence right to access
The licence arrangement gives the affiliates the right to access the platform services as it exists over
certain period of time granted under the contract. The Group’s performance obligation during the
licensed period is provision of affiliate management services such as monitoring of transaction traffic
conducted by referred customer and, coordination and execution of compensation payment of program
fee to affiliate based on affiliates’ program performance incentive terms and to customer based on
affiliate program incentive.
Deferred revenue is licence fee received upfront and allocated to performance obligations in respect
of software platform licences that are unsatisfied as at the end of the reporting period.
Licences that provide access are performance obligations satisfied over time and, therefore, deferred
revenue is recognised over the license period
iv. Revenue from affiliate program
Revenue from affiliate program is determined based on total discount rate allocated by the customer,
namely the merchant (also known as retailer or brand) computed based on each successful sale
transaction referred.
For personal use only
I Synergy Group Limited
ACN 613 927 361
30
Notes to the Financial Statements
For the Year Ended 31 December 2024
3.
Summary of Material Accounting Policy Information
3.6 Earnings per share
a)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the company
by the weighted average number of ordinary shares outstanding during the year.
b)
Diluted earnings per share
Diluted earnings per share adjusts the basic earnings per share to take into account the after 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.
3.7 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares
and share options which vest immediately are recognised as a deduction from equity, net of any tax effects.
4.
Critical Accounting Estimates and Judgments
Key estimates – fair value of financial instruments
The Group has convertible notes which are measured at fair value. Where fair value has not able to be determined based
on a quoted price, an alternative valuation approach is used. The inputs to the adopted approach are observable, where
possible, however these techniques involve significant estimates and judgements and therefore fair value of the
instruments could be affected by changes in these assumptions and inputs.
Key estimates - revenue recognition
When determining the nature, timing and amount of revenue to be recognised, the following critical estimates and
judgements were applied and are considered to be those that have the most significant effect on revenue recognition.
Timing of satisfaction of Performance Obligation
The timing of revenue recognition will be subject to significant judgement, especially when the entity receives non-
refundable upfront fees. Not all the indicators for transfer of control need to be present for an entity to conclude that it has
transferred control to its customer. Significant judgment is required to determine if control has been transferred. For any
licensing arrangements an entity needs to exercise significant judgement when determining whether the licence is a
separate performance obligation within the contract and the appropriate timing of revenue recognition from such licences.
Timing of satisfaction of Performance Obligation continued
Assessment of performance obligations must be made at contract inception. Significant judgement is required when
assessing the ‘distinct’ criteria for a promised good/service, especially in relation to determining whether then
good/service is ‘distinct within the context of the contract’. An entity needs to carefully assess whether there are any
implied promises in the contract as implied promises can lead to revenue deferral until the implied promise to transfer
the good/service is met. Only those activities performed by an entity that result in the transfer of a good or service to a
customer can give rise to a separate performance obligation. In some circumstances a careful analysis of activities is
required to determine whether a separate performance obligation exists or whether the activity is part of delivering a
performance obligation
For personal use only
I Synergy Group Limited
ACN 613 927 361
31
Notes to the Financial Statements
For the Year Ended 31 December 2024
5.
Revenue and other Income
5.1 Revenue
2024
2023
AUD$
AUD$
Revenue recognised overtime
- Licence right to access
960,404
1,031,829
Revenue recognised at a point in time
- Affiliate program fees
-
626
- Commission received
-
10,958
Total revenue
960,404
1,043,413
5.2 Other income
Interest income
392
523
Other income
81,251
151,302
Total other income
81,643
151,825
6.
Loss before income tax
The result for the year includes the following specific expenses:
2024
2023
AUD$
AUD$
Amortisation of development costs
155,260
157,199
Audit fee
42,148
41,221
Depreciation of plant and equipment
5,698
35,315
Depreciation of right-of-use assets
9,964
27,872
Deposits forfeited
-
8,503
Directors’ remuneration:
- Salaries, bonuses and allowances
317,556
170,447
- Defined contribution plan
15,968
13,373
Loss on disposal of property, plant and equipment
-
12,290
Loss on fair value of convertible notes
250,000
-
Loss on investment in subsidiary
-
386,713
Property, plant and equipment written off
-
101,641
Interest expense on financial liability not at FVTPL:
- Lease liabilities
1,159
4,737
- Others
23,725
13,535
Rental of equipment
940
1,038
Rental of premises (short term)
11,817
57,420
Staff costs:
- Salaries, bonuses, commissions and allowances
82,072
258,379
- Defined contribution plant
10,454
19,866
- Others
12,242
27,512
Interest income on financial assets that are:
- at FVTPL
(392)
(523)
For personal use only
I Synergy Group Limited
ACN 613 927 361
32
Notes to the Financial Statements
For the Year Ended 31 December 2024
7.
Income Tax Expense
(a) The major components of tax expense comprise:
2024
2023
AUD$
AUD$
Current tax expense:
- Current year
381
1,669
(b) Reconciliation of income tax to accounting loss:
2024
2023
AUD$
AUD$
Loss before income tax
(279,523)
(902,193)
Tax at statutory tax rate
(67,085)
(216,526)
Tax effect of:
- Non-deductible expenses
67,466
218,195
Income tax expense for the financial year
381
1,669
8.
Earnings per share
(a) Reconciliation of earnings to profit or loss from continuing operations.
2024
2023
AUD$
AUD$
Loss after income tax
(279,904)
(903,862)
Loss attributable to non-controlling equity interests
1,241
687
Loss after taxation attributable to the owners of the parent
(278,663)
(903,175)
(b) Weighted average number of ordinary shares outstanding during the year used in calculating basic per share.
2024
2023
AUD$
AUD$
Weighted average number of ordinary shares outstanding during the
year used in calculating basic earnings per share
340,149,075
296,580,368
Cents
Cents
Basic and diluted loss per share
(0.08)
(0.30)
9.
Cash and cash equivalents
2024
2023
AUD$
AUD$
Cash at bank and in hand
39,644
127,013
For personal use only
I Synergy Group Limited
ACN 613 927 361
33
Notes to the Financial Statements
For the Year Ended 31 December 2024
9.
Cash and cash equivalents
2024
2023
AUD$
AUD$
Reconciliation of net cash used in operating activities:
Loss before income tax
(279,523)
(902,193)
Adjustment for:
Amortisation of development cost
155,260
157,199
Deposits forfeited
-
8,503
Depreciation of plant and equipment
5,698
35,315
Depreciation of right-of-use assets
9,964
27,872
Interest expense
24,884
18,273
Loss on disposal of plant and equipment
-
1,799
Plant and equipment written-off
-
101,641
Operating loss before working capital changes
(83,717)
(551,591)
Deferred revenue
(724,448)
(1,166,854)
Decrease in receivables
2,892
363,398
(Decrease)/Increase in payables
(108,479)
240,508
Increase in amount due to Director
36,028
561,465
Cash used in operations
(877,724)
(553,074)
Tax (refund)/paid
(2,270)
194,919
Net cash used in operating activities
(879,994)
(358,155)
10. Other assets
2024
2023
AUD$
AUD$
Other receivables
518
11,837
Deposits
63,888
62,899
Prepayments
15,182
7,744
Total other assets
79,588
82,480
For personal use only
I Synergy Group Limited
ACN 613 927 361
34
Notes to the Financial Statements
For the Year Ended 31 December 2024
11. Interests in controlled entities
Details of the subsidiaries are as follows:
Principal place of
business/Country of
incorporation
Percentage
owned (%)
Percentage
owned (%)
2024
2023
I Synergy (Singapore) Pte. Ltd. (“ISS”)
Singapore
100
100
Held by ISS
I Synergy Consolidated Sdn. Bhd. (“ISC”)
Malaysia
100
100
PT Innovatif Sinergi International (“PTISI”)
Indonesia
100
100
Held by ISC
Wyde Global Sdn. Bhd. (“WG”)
Malaysia
100
100
I Synergy Universal Sdn. Bhd. (“ISU”)
Malaysia
70
70
I Synergy Edutech Sdn. Bhd. (“ISE”)
Malaysia
100
100
Ocean Nexus Sdn. Bhd. (“ONSB”)
Malaysia
100
100
*The percentage of ownership interest held is equivalent to the percentage of voting rights for all subsidiaries.
Non-controlling interests
The non-controlling interest at the end of the reporting period comprises the following:
Effective equity interests
2024
2023
2024
2023
%
%
AUD$
AUD$
I Synergy Universal Sdn. Bhd. (“ISU”)
70
70
37,511
38,752
12. Plant and equipment
2024
2023
AUD$
AUD$
Computer equipment
At cost
35,405
31,808
Accumulated depreciation
(26,184)
(18,363)
Total computer equipment
9,221
13,445
Total plant and equipment
9,221
13,445
For personal use only
I Synergy Group Limited
ACN 613 927 361
Notes to the Financial Statements
For the Year Ended 31 December 2024
12. Plant and equipment (Continued)
(a)
Movements in carrying amounts of plant and equipment
Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current financial year:
Furniture and
Fittings
AUD$
Office
Equipment
AUD$
Computer
Equipment
AUD$
Renovation
AUD$
Total
AUD$
Year ended 31 December 2024
Balance at the beginning of year
-
-
13,445
-
13,445
Depreciation expense
-
-
(5,698)
-
(5,698)
Foreign exchange translation differences
-
-
1,474
-
1,474
Balance at the end of the year
-
-
9,221
-
9,221
Furniture and
Fittings
Office
Equipment
Computer
Equipment
Renovation
Total
AUD$
AUD$
AUD$
AUD$
AUD$
Year ended 31 December 2023
Balance at the beginning of year
10,071
36,217
28,001
67,800
142,089
Additions
-
-
6,536
-
6,536
Disposals
(95)
-
(1,704)
-
(1,799)
Written-off
(7,603)
(32,277)
(2,077)
(59,684)
(101,641)
Depreciation expense
(5,948)
(3,940)
(17,311)
(8,116)
(35,315)
Foreign exchange translation differences
3,575
-
-
-
3,575
Balance at the end of the year
-
-
13,445
-
13,445
35
r personal use only
I Synergy Group Limited
ACN 613 927 361
36
Notes to the Financial Statements
For the Year Ended 31 December 2024
13. Right of use assets
Office premises
Motor vehicles
Total
AUD$
AUD$
AUD$
Year ended 31 December 2024
Balance at beginning of year
-
57,967
57,967
Addition
9,864
-
9,864
Depreciation charge
(2,055)
(7,909)
(9,964)
Derecognition due to lease termination
-
(50,058)
(50,058)
Balance at end of year
7,809
-
7,809
Year ended 31 December 2023
Balance at beginning of year
294,082
107,553
401,635
Depreciation charge
(6,793)
(21,079)
(27,872)
Derecognition due to lease termination
(287,289)
(28,507)
(315,796)
Balance at end of year
-
57,967
57,967
The Group leases various office premises and motor vehicles of which the leasing activities are summarised below:-
Office premises
The Group has leased an office premise of 2 years, with
an option to renew the lease after that date.
Motor vehicle
The Group has leased its motor vehicles under hire
purchase arrangements. The lease are secured by the
leased assets. The Group sold its motor vehicle during the
financial year.
14. Development costs
2024
2023
AUD$
AUD$
Cost
Balance at beginning of year
812,572
1,579,551
Reversal during the financial year
-
(766,979)
Foreign currency translation differences
91,399
-
Balance at end of year
903,971
812,572
Accumulated amortisation
Balance at beginning of year
(627,591)
(470,392)
Amortisation during the financial year
(155,260)
(157,199)
Foreign currency translation differences
(68,165)
-
Balance at end of year
(851,016)
(627,591)
Carrying value at end of year
52,955
184,981
The development costs are in respect of the software development of the affiliate marketing solutions and other related
services.
For personal use only
I Synergy Group Limited
ACN 613 927 361
37
Notes to the Financial Statements
For the Year Ended 31 December 2024
15. Other liabilities
2024
2023
AUD$
AUD$
Other payables
313,202
382,791
Accruals
95,769
32,531
Total other liabilities
408,971
415,322
Included in other payables (current portion) of the Group is commission payable to affiliates amounting to approximately
AUD$258,336 (2023: AUD$386,350).
16. Convertible notes
In April 2024, the Company entered into convertible note agreements for the issuance of seven (7) convertible notes to the
value of $700,000 to raise funds for working capital. The notes are unsecured, interest-bearing at 2% per annum and were
approved by Shareholders at the General Meeting held on 6 March 2024.
Key terms and conditions:
- Each note has a face value of $100,000;
- Maturity date is 22 April 2025;
- Convert into Ordinary Shares of the Company based on the 15-day VWAP of the Shares immediately prior to conversion;
- Interest at 2% per annum from each drawdown.
- Shares issued the upon conversion will be subject to voluntary escrow for 90-days following allotment.
In accordance with AASB 9 Financial Instruments, a contract that contains one or more embedded derivatives can be
accounted for in its entirety at fair value through profit or loss. Under this approach:
•
All transaction costs are expensed immediately;
•
Changes in fair value due to changes in credit risk are recognised in other comprehensive income; and
•
All other changes in the fair value of the convertible note will be recognised in profit or loss.
Since the convertible notes on issue contain an embedded derivative in accordance with AASB 9 the directors have not
separately accounted for the embedded derivative and instead have elected to record the entire convertible note at fair
value through profit or loss
The Group
2024
2023
AUD$
AUD$
Cost
Balance at beginning of year
-
-
Addition
700,000
-
Conversion to ordinary shares
(100,000)
-
Balance at end of year
600,000
-
For personal use only
I Synergy Group Limited
ACN 613 927 361
Notes to the Financial Statements
For the Year Ended 31 December 2024
38
17. Amount due to a Director
The amount due to a Director is unsecured, has no fixed terms of repayment and bears interest at 6.50% per annum.
18. Lease liabilities
2024
2023
AUD$
AUD$
Balance at beginning of year
65,713
296,374
Addition
9,864
-
Repayment of principal
(7,375)
(12,000)
Derecognition due to lease termination
(71,381)
(218,661)
Foreign currency translation differences
11,070
-
Balance at end of year
7,891
65,713
Classified as:
Current liabilities
4,909
12,548
Non-current liabilities
2,982
53,165
7,891
65,713
19. Deferred Revenue
2024
2023
AUD$
AUD$
Current
License right to access
647,912
853,232
647,912
853,232
Non-current
License right to access
506,173
1,025,301
506,173
1,025,301
Deferred revenue represents the amount of transaction price received upfront and allocated to performance obligations
in respect of software platform licences that are unsatisfied as at the end of the reporting period.
The software platform license provides for the rights to access the Group’s affiliate marketing system as it exists throughout
the licensed period. Licences that provide access are performance obligations satisfied over a certain period of time
(between 3 years to 10 years) and, therefore, deferred revenue is recognised over that licensed period.
2024
2023
AUD$
AUD$
Deferred revenue balance at the beginning of the financial year
recognised as revenue
960,404
1,031,829
For personal use only
I Synergy Group Limited
ACN 613 927 361
Notes to the Financial Statements
For the Year Ended 31 December 2024
39
19. Deferred Revenue
The following table shows revenue expected to be recognised in the future related to performance obligation that are
unsatisfied (or partially satisfied) at the reporting date:
2024
2023
AUD$
AUD$
Financial year ending 31 December 2024
-
853,232
Financial year ending 31 December 2025
647,912
575,739
Financial year ending 31 December 2026
367,541
326,400
Financial year ending 31 December 2027
119,323
106,008
Financial year ending 31 December 2028
19,309
17,154
1,154,085
1,878,533
20. Issued capital
2024
2023
AUD$
AUD$
Issued capital
Balance at beginning of year
8,507,751
8,327,751
Issuance by cash
100,000
180,000
Issuance by way of settlement of outstanding liabilities
12,825
-
Issuance by convertible note
350,000
-
Balance at end of year
8,970,576
8,507,751
2024
2023
No.
No.
Ordinary shares
Balance at beginning of year
304,080,368
289,080,368
Issuance of shares
72,137,413
15,000,000
Balance at end of year
376,217,781
304,080,368
The holder of ordinary shares are entitled to receive dividends as and when declared by the Company and are entitled
to one vote per ordinary shares at meetings of the Company. The ordinary shares have no par value.
For personal use only
I Synergy Group Limited
ACN 613 927 361
Notes to the Financial Statements
For the Year Ended 31 December 2024
40
21. Reserves
a.
Merger reserve
The merger reserve relates to the subsidiaries which were consolidated under the merger method of accounting.
The merger reserve arose from the difference between the nominal value of shares issued for the acquisition of
subsidiaries and the nominal value of shares acquired.
b.
Foreign currency translation reserve
The foreign exchange translation reserve arose from the translation of the financial statements of the foreign
subsidiaries.
c.
Option reserve
This option reserve represents the equity-settled option granted to employees, directors and shareholders. The
reserve is made up of the cumulative value over the vesting period commencing from the grant date of equity-
settled option and is reduced by the expiry or exercise of the options.
The Group provides benefits to employees and directors of the Group in the form of share-based payments,
whereby the employees and directors render services in exchange for share options and performance rights over
shares. The total equity-settled share-based payment expense for the financial year was nil (2023: nil).
No person to whom the share option and performance rights has been granted above has any right to participate
by virtue of the option in any share issue of any other company.
The number of options exercisable as at the end of the reporting year was 2,070,000.
For personal use only
I Synergy Group Limited
ACN 613 927 361
Notes to the Financial Statements
For the Year Ended 31 December 2024
41
21. Reserves
c.
Share option reserve
The option price and the details in the movement of the options granted are as follows:
< ------------ Number of options over ordinary shares ------------ >
Date of offer
Number of
options granted Exercise price
Vesting and
exercise date
Expiry date
1.1.2024
Granted
Vested
Lapsed
31.12.2024
15.1.2019
4,920,000
-
3 Years
14.1.2024
4,920,000
-
-
(4,920,000)
-
19.8.2021
900,000
-
3 Years
23.7.2024
900,000
-
-
(900,000)
-
16.3.2022
82,555,838
-
2 Years
15.3.2024
82,555,838
-
-
(82,555,838)
-
22.6.2022
3,450,000
-
4 Years
21.6.2026
2,070,000
-
-
-
2,070,000
14.10.2022
12,047,514
-
2 Years
13.10.2024
12,047,514
-
-
(12,047,514)
-
24.12.2022
9,142,857
-
2 Years
23.12.2024
9,142,857
-
-
(9,142,857)
-
113,016,209
111,636,209
-
- (109,566,209)
2,070,000
Performance Rights
There are no movement in the performance rights granted.
r personal use only
I Synergy Group Limited
ACN 613 927 361
Notes to the Financial Statements
For the Year Ended 31 December 2024
42
22. Related Parties
a. Identities of Related Parties
Parties are considered to be related to the Group and the Company if the Group or the Company has the ability,
directly or indirectly, to control or jointly control the party or exercise significant influence over the party in making
financial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to
common control.
In addition to the information detailed elsewhere in the financial statements, the Group has related party
relationships with its directors, key management personnel and entities within the same group of companies.
b. Related Party Transactions and Balances
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
The following transactions occurred with related parties:
2024
2023
AUD$
AUD$
Amount due to a Director
597,493
561,465
Consultancy fees
15,099
9,581
Interest expense
23,725
13,535
Legal fees
-
15,000
VSYN Capital Sdn Bhd
(Director-related entity of Dato’ Teo Chee Hong)
- Office rental
6,471
-
Triple Gem Sdn Bhd
(Director-related entity of Dato’ Teo Chee Hong)
- Office rental
-
45,990
All transactions were made on normal commercial terms and conditions and at market rates.
The significant outstanding balances of the related parties together with their terms and conditions are disclosed in
the respective notes to the financial statements.
Triple Gem Sdn Bhd
Triple Gem Sdn. Bhd, a company which is wholly owned by Dato’ Teo Chee Hong, provided office accommodation
to the Group during the financial year. A total amount of Nil (2023: AUD$45,990) was paid to Triple Gem Sdn Bhd
for the financial year ended 31 December 2024, with no amount outstanding at 31 December 2024.
VSYN Capital Sdn Bhd
VSYN Capital Sdn. Bhd, a company which is wholly owned by Dato’ Teo Chee Hong, provided office
accommodation to the Group during the financial year. A total amount of AUD$6,471 (2023: Nil) was paid to VSYN
Capital Sdn Bhd for the financial year ended 31 December 2024, with no amount outstanding at 31 December 2024.
c. Key Management Personnel Compensation
2024
2023
AUD$
AUD$
Key management personnel compensation (including Directors’
remuneration):
- short-term employee benefits
274,417
115,314
- define contribution plan
15,968
12,647
290,385
127,961
For personal use only
I Synergy Group Limited
ACN 613 927 361
Notes to the Financial Statements
For the Year Ended 31 December 2024
43
23. Auditors’ Remuneration
During the financial year, the following fees were paid or payables for services provided by In.Corp Audit & Assurance Pty
Ltd, the auditor of the Company and its component auditors:
2024
2023
AUD$
AUD$
Remuneration of the auditor In.Corp Audit & Assurance Pty Ltd, for:
- auditing or reviewing the financial statements
27,582
28,065
- tax compliance
3,400
7,000
30,982
35,065
Remuneration of the auditor SFAI MALAYSIA PLT and TGS C&T Partners
PAC for:
- auditing or reviewing the financial statements
14,566
13,156
- tax compliance
9,697
556
24,263
13,712
24. Parent entity
The following information has been extracted from the books and records of the parent, I Synergy Group Limited and has
been prepared in accordance with the Australian Accounting Standards and interpretations.
The financial information for the parent entity, I Synergy Group Limited has been prepared on the same basis as the
financial statements except as disclosed below.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost in the financial statements of the parent entity.
2024
2023
AUD$
AUD$
Statement of Financial Position
Assets
Current assets
3,594,283
3,069,854
Non-current assets
1
1
Total Assets
3,594,284
3,069,855
Liabilities
Current liabilities
1,099,023
402,757
Non-current liabilities
-
-
Total liabilities
1,099,023
402,757
Net Assets
2,495,261
2,667,098
Equity
Issued capital
8,720,576
8,507,751
Share premium
250,000
-
Retained earnings
(10,053,662)
(8,959,363)
Option reserve
3,578,347
3,118,710
Total equity
2,495,261
2,667,098
Statement of Profit or Loss and Other Comprehensive Income
Total loss for the year
(634,662)
(6,815,879)
Other comprehensive income
-
-
Total comprehensive income
(634,662)
(6,815,879)
For personal use only
I Synergy Group Limited
ACN 613 927 361
44
Notes to the Financial Statements
For the Year Ended 31 December 2024
24. Parent entity
Contingent liabilities
The parent entity did not have any contingent liabilities as at 31 December 2024 and 31 December 2023.
Contractual commitments
The parent entity did not have any commitments as at 31 December 2024 and 31 December 2023.
Material Accounting Policies
The accounting policies of the parent entity are consistent with those of the consolidated entities as disclosed throughout
the report.
25. Financial Risk Management
The Group is exposed to a variety of financial risks through its use of financial instruments. The Group‘s overall risk
management plan seeks to minimise potential adverse effects due to the unpredictability of financial markets. The
most significant financial risks to which the Group is exposed to are described below:
Specific risks
a.
Liquidity risk
b.
Credit risk
c.
Market risk - currency risk, interest rate risk and price risk
Financial instruments used
The principal categories of financial instrument used by the Group are:
a.
Trade receivables
b.
Cash at bank
c.
Trade and other payables
d.
Lease liabilities
For personal use only
I Synergy Group Limited
ACN 613 927 361
45
Notes to the Financial Statements
For the Year Ended 31 December 2024
25. Financial Risk Management
Objectives, policies and processes
The Board of Directors have overall responsibility for the establishment of the Group’s financial risk management
framework. This includes the development of policies covering specific areas such as foreign exchange risk, interest rate
risk, liquidity risk, credit risk and the use of derivatives.
Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s
activities.
The day-to-day risk management is carried out by the Group’s finance function under policies and objectives which have
been approved by the Board of Directors. The Chief Financial Officer has been delegated the authority for designing and
implementing processes which follow the objectives and policies. This includes monitoring the levels of exposure to interest
rate and foreign exchange rate risk and assessment of market forecasts for interest rate and foreign exchange movements.
The Board of Directors receives monthly reports which provide details of the effectiveness of the processes and policies in
place.
Mitigation strategies for specific risks faced are described below:
25.1. Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal
repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities as and when
they fall due. The Group maintains cash and marketable securities to meet its liquidity requirements for up to 30-
day periods. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed
credit facilities and the ability to sell long-term financial assets.
The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term
financial liabilities as well as cash-outflows due in day-to-day business.
Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well a rolling 30-
day projection. Long-term liquidity needs for a 180-day and a 360-day period are identified monthly.
At the reporting date, these reports indicate that the Group expected to have sufficient liquid resources to meet its
obligations under all reasonably expected circumstances and will not need to draw down any of the financing
facilities.
Financial guarantee liabilities are treated as payable on demand since the Group has no control over the timing of
any potential settlement of the liabilities.
The timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement
dates and does not reflect management's expectations that finance facilities will be rolled forward. The amounts
disclosed in the table are the undiscounted contracted cash flows and therefore the balances in the table may not
equal the balances in the statement of financial position due to the effect of discounting.
For personal use only
I Synergy Group Limited
ACN 613 927 361
46
Notes to the Financial Statements
For the Year Ended 31 December 2024
25. Financial Risk Management
25.1
Liquidity risk
The following table sets out the maturity profile of the financial liabilities at the end of the reporting period based on
the contractual undiscounted cash flows (including interest payments computed using contractual rates at the end
of the reporting period).
Effective
interest
rates
Carrying amount
Contractual
undiscounted
cashflows
Within 1 year
1 to 5 years
%
AUD$
AUD$
AUD$
AUD$
2024
Non derivates financials
Other liabilities
-
408,971
408,971
408,971
-
Convertible notes
600,000
600,000
600,000
-
Amount due to a Director -
597,493
597,493
597,493
-
1,606,464
1,606,464
1,606,464
-
2023
Non derivates financials
Other liabilities
-
415,322
415,322
415,322
-
Amount due to a Director
-
561,465
561,465
561,465
-
976,787
976,787
976,787
-
25.2. Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss
to the Group. The Group manages its exposure to credit risk by the application of credit approvals, credit limits
and monitoring procedures on an ongoing basis. For other financial assets (including quoted investments, cash
and bank balances and derivatives), the Group minimises credit risk by dealing exclusively with high credit rating
counterparties.
i.
Credit risk concentration profile
The Group does not have any major concentration of credit risk related to any individual customer or
counterparty.
ii.
Exposure to credit risk
At the end of the reporting period, the maximum exposure to credit risk is represented by the carrying amount
of each class of financial assets recognised in the statement of financial position of the Group and of the
Notes to the Financial Statements.
25.3 Market risk
The Group is not exposed to any significant market risk at 31 December 2024.
25.4 Capital risk management
The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal
capital structure so as to support their businesses and maximise shareholders value. To achieve this objective,
the Group may make adjustments to the capital structure in view of changes in economic conditions, such as
adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.
For personal use only
I Synergy Group Limited
ACN 613 927 361
47
Notes to the Financial Statements
For the Year Ended 31 December 2024
26. Operating Segments
26.1 Business segment
The Group operates predominantly in one business segment (affiliate marketing solutions).
Accordingly, the information by business segment is not presented.
26.2 Geographical information
Revenue is based on the country in which the customers are located.
Non-current assets are determined according to the country where these assets are located. The amounts of non-
current assets do not include financial instruments (but including deferred tax assets).
Revenue
Non-current assets
2024
2023
2024
2023
AUD$
AUD $
AUD$
AUD$
Indonesia
-
-
1,873
2,628
Australia
-
10,946
-
-
Malaysia
960,404
1,032,467
68,112
253,765
960,404
1,043,413
69,985
256,393
26.3 Major customer
There is no single customer that contributed 10% or more to the Group’s revenue.
26.4 Disaggregation of revenue
Australia
Malaysia
Group
AUD$
AUD$
AUD$
2024
Over time
-
960,404
960,404
-
960,404
960,404
Australia
Malaysia
Group
AUD$
AUD$
AUD$
2023
At a point of time
10,946
638
11,584
Over time
-
1,031,829
1,031,829
10,946
1,032,467
1,043,413
For personal use only
I Synergy Group Limited
ACN 613 927 361
48
Notes to the Financial Statements
For the Year Ended 31 December 2024
27. Capital commitments
There were no capital commitments as at 31 December 2024 (2023: AUD$ nil).
28. Contingencies
The Company has made an agreement indemnifying all the Directors and Officers of the Company against losses or
liabilities incurred by each Director or Officer in their capacity as Directors or Officers of the Company to the extent
permitted by the Corporations Act 2001. The indemnification specifically excludes willful acts of negligence.
Except for the above in the Directors, the Company did not have any contingencies at 31 December 2024 (2023: None).
29. Events Occurring After the Reporting Date
On 24 January 2025, Joshua Hunt resigned as a director and the Board has appointed Jiayi Yu as a non-executive director.
Heng Jee Meng was appointed as managing director, previously the alternate director to Dato’ Hoo Voon Him.
A total of 40,000,000 shares were issued at AUD$0.005 per share for cash on 28 and 30 January 2025.
The 7,142,857 options expiring on 23 December 2024 and the 2,000,000 options expiring on 28 December 2024 ceased
on 30 January 2025.
Commensurate to the wider Board restructuring and corporate review, Non-Executive Director, Dato Hoo Voon Him has
been assigned the loan agreement on the exact same terms as outlined in the Funding Facility ASX Announcement
released on 28 March 2023. As at the date of the effectuation of the Deed of Assignment, on 14 February 2025,
AUD$395,397 had been drawn down from the facility. All legal rights and obligations under the loan agreement remain
the same, including but not limited to the Company’s repayment obligations to Dato Hoo Voon Him who has now been
assigned the loan from Dato Teo Chee Hong. This assignment of debt does not impact on the Company’s financial
position, does not involve the issuance of securities, change of control or shareholder dilution.
On 11 February 2025, Executive Chairman, Dato Teo Chee Hong disposed via off-market transfer 50,000,000 fully paid
ordinary share at AUD$0.012 per share to Managing Director Mr Heng Jee Meng.
The Company formalised the appointment of Heng Jee Meng as managing director through an executive service
agreement on 18 March 2025.
On 25 March 2025, the Company requests an immediate trading halt in the Company’s securities pending the completion
of a proposed capital raising.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or could
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future
financial years.
For personal use only
I Synergy Group Limited
ACN 613 927 361
49
Consolidate Entity Disclosure Statement
For the Year Ended 31 December 2024
The Consolidated financial statements of the Group include I Synergy Group Limited and the subsidiaries listed as follows:
Name
Entity Type
Country of
Incorporation
Percentage of
share capital held
Country of tax
residence
I Synergy Group Limited
Parent entity
Australia
N/A
Australia
I Synergy (Singapore) Pte. Ltd. (ISS)
Subsidiary
Singapore
100%
Singapore
I Synergy Consolidated Sdn Bhd (ISC)
Subsidiary
Malaysia
100%
Malaysia
PT Inovatif Synergi International (PTISI)
Subsidiary
Indonesia
100%
Indonesia
Wyde Global Sdn Bhd (WG)
Subsidiary
Malaysia
100%
Malaysia
I Synergy Universal Sdn Bhd (ISU)
Subsidiary
Malaysia
70%
Malaysia
I Synergy Edutech Sdn Bhd (ISE)
Subsidiary
Malaysia
100%
Malaysia
Ocean Nexus Sdn Bhd (ONSB)
Subsidiary
Malaysia
100%
Malaysia
For personal use only
I Synergy Group Limited
ACN 613 927 361
50
Directors' Declaration
In accordance with a resolution of the directors of I Synergy Group Limited, the directors of the Company declare that:
1.
the financial statements and notes of I Synergy Group Limited for the year ended 31 December 2024 are in accordance
with the Corporations Act 2001, including:
a.
complying with Australian Accounting Standards, which, as stated in basis of preparation Note 3. to the financial
statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS);
and
b.
giving a true and fair view of the financial position as at 31 December 2024 and performance of the consolidated
group for the financial year then ended;
2.
the Chief Executive Officer and Chief Finance Officer have given the declarations required by Section 295A that:
a.
the financial records of the Company for the financial year have been properly maintained in accordance with section
286 of the Corporations Act 2001;
b.
the financial statements and notes for the financial year comply with the Australian Accounting Standards; and
c.
the financial statements and notes for the financial year give a true and fair view.
3.
the information disclosed in the Consolidated Entity Disclosure Statement is true and correct.
4.
in the directors' opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when
they become due and payable; and
5.
this declaration has been made after receiving the declaration required to be made by the directors in accordance with
section 295A of the Corporations Act 2001 for the financial year ended 31 December 2024.
This declaration is made on behalf of the directors, and in accordance with a resolution of the Board of Directors made pursuant
to section 295(5)(a) of the Corporations Act 2001.
Director ..................................................................
Dato’ Teo Chee Hong
Dated: 31 March 2025
For personal use only
In.Corp Audit & Assurance Pty Ltd
ABN 14 129 769 151
Level 1
6-10 O’Connell Street
SYDNEY NSW 2000
Suite 11, Level 1
4 Ventnor Avenue
WEST PERTH WA 6005
GPO BOX 542
SYDNEY NSW 2001
T +61 2 8999 1199
E team@incorpadvisory.au
W incorpadvisory.au
To the Members of I Synergy Group Limited
I SYNERGY GROUP LIMITED
INDEPENDENT AUDITOR’S REPORT
Liability limited by a scheme approved under Professional Standards Legislation
51
Opinion
We have audited the financial report of I Synergy Group Limited (“the
Company”) and its controlled entities (“the Group”), which comprises
the consolidated statement of financial position as at 31 December
2024, the consolidated statement of profit and loss and other
comprehensive income, consolidated statement of changes in equity
and consolidated statement of cash flows for the year then ended, and
notes to the financial statements, including material accounting policy
information, the Consolidated Entity Disclosure Statement and the
directors’ declaration. In our opinion, the accompanying financial report
of the Group, is in accordance with the Corporations Act 2001,
including:
a)
giving a true and fair view of the Group’s financial position as at 31
December 2024 and of its financial performance for the year then
ended; and
b)
complying
with
Australian
Accounting
Standards
and
the
Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing
Standards. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in
accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting
Professional & Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) (“the
Code”) that are relevant to our audit of the financial report in Australia.
We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the
Corporations Act 2001, which has been given to the directors of the
Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
For personal use only
I SYNERGY GROUP LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key Audit Matter – Convertible Note and
Embedded Derivative Liability
How our Audit Addressed the Key Audit
Matter
During the year ended 31 December 2024 the
Group entered into a convertible note agreement.
The Statement of Financial Position shows a
convertible note liability of $600,000 at 31
December 2024.
These compound financial instruments are able
to be converted to share capital at the option of
the noteholder in accordance with the note
terms.
We focused on this area due to its complex
nature, including the judgements and estimates
used in determining the valuation of the
convertible note and its associated embedded
derivative liability.
Our procedures included:
•
Considering the requirements of AASB 9:
Financial Instruments.
•
Assessing the fair valuation of the convertible
notes.
•
Reviewing the appropriateness of the Group’s
disclosure of the convertible notes in
accordance with AASB 9.
52
Material Uncertainty Related to Going Concern
Without modifying our opinion, we draw attention to Note 2 of the financial report, which discloses a
loss of $279,904 for the year ended 31 December 2024 and as at that date a deficiency in net assets of
$2,484,648. These conditions along with other matters that are set forth in Note 2, indicate the
existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue
as a going concern and therefore the Group maybe unable to realise its assets and discharge its
liabilities in the normal course of business. Our opinion is not modified in respect of this matter.
For personal use only
I SYNERGY GROUP LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Other Information
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 31 December 2024 but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude 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.
53
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a)
the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001; and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i.
the financial report (other than the consolidated entity disclosure statement) that gives a true and
fair view and is free from material misstatement, whether due to fraud or error; and
ii.
the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the director either intends to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
For personal use only
Responsibilities for the Remuneration Report
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001.
Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
In.Corp Audit & Assurance Pty Ltd
Daniel Dalla
Director
Sydney, 31 March 2025
I SYNERGY GROUP LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Opinion on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 31
December 2024
In our opinion the remuneration report of I Synergy Group Limited for the year ended 31 December
2024 complies with section 300A of the Corporations Act 2001.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
auditor’s report.
REPORT ON THE REMUNERATION REPORT
54
For personal use only
I SYNERGY GROUP LIMITED
ACN: 613 927 361
ADDITIONAL SECURITIES INFORMATION
55
ASX ADDITIONAL INFORMATION
Additional information required by the ASX Listing Rules not disclosed elsewhere in this Annual Report is set
out below.
SHAREHOLDINGS
The issue capital of the Company as at 14 February 2025 is 396,217,781 ordinary fully paid shares. All ordinary
shares carry one vote per share.
TOP 20 SHAREHOLDERS AS AT 14 FEBRUARY 2025
Position
Holder Name
Holding
% IC
1
DATO CHEE HONG TEO
69,437,400
17.53%
2
HENG JEE MENG
50,000,000
12.62%
2
ZHU RONGLIN
50,000,000
12.62%
3
BNP PARIBAS NOMS PTY LTD
41,683,982
10.52%
4
MR ZHI FENG ANG
20,000,000
5.05%
5
NG KHENG HWEE
14,400,000
3.63%
6
CHEW YEE LEY
13,046,192
3.29%
7
CITICORP NOMINEES PTY LIMITED
12,351,447
3.12%
8
BNP PARIBAS NOMINEES PTY LTD
11,271,330
2.84%
9
LER XIN YI
10,000,000
2.52%
9
LEE YONG CHING
10,000,000
2.52%
10
ONG SIEW PIK
8,490,910
2.14%
11
MRS LEE WAH YEO
4,145,791
1.05%
12
MR ROGER BLAKE & MRS ERICA LYNETTE BLAKE
4,000,000
1.01%
13
TEO NYAM HUI
3,661,667
0.92%
14
MR GAVIN JOHN ARMSTRONG
3,119,289
0.79%
15
BEE LION PTY LTD
3,027,024
0.76%
16
HOO VOON HIM
3,000,000
0.76%
17
MR LAU PING HUNG
2,400,000
0.61%
18
KOSEDA PTY LTD
2,205,103
0.56%
19
MS HOULI DAI
2,050,817
0.52%
20
"NORMAN KA-MENG LIP & MAYA PRANOTO
"
2,047,498
0.52%
Total
340,338,450
85.90%
Total issued capital - selected security class(es)
396,217,781
100.00%
Holding Ranges
Holders
Total Units
% Issued Share Capital
above 0 up to and including 1,000
13
2,399
0.00%
above 1,000 up to and including 5,000
145
542,204
0.14%
above 5,000 up to and including 10,000
339
3,309,569
0.83%
above 10,000 up to and including 100,000
192
7,000,270
1.77%
above 100,000
120
385,363,339
97.26%
Totals
809
396,217,781
100.00%
Based in the closing price of AUD$0.005 on 14 February 2025, there were 679 holders of less than a marketable parcel of
ordinary shares, holding 9,854,442 shares amounting to 2.49% of issued capital of the Company.
For personal use only
I SYNERGY GROUP LIMITED
ACN: 613 927 361
ADDITIONAL SECURITIES INFORMATION
56
VOTING RIGHTS
The holders of ordinary shares are entitled to one vote per share at meetings of the Group.
SUBSTANTIAL SHAREHOLDERS AS AT 14 FEBRUARY 2025
Holder Name
% of Issued Capital (“IC”) held
DATO CHEE HONG TEO
17.53%
HENG JEE MENG
12.62%
OPTION HOLDINGS
The Group has the following classes of options on issue at 14 February 2025 as detailed below. Options do
not carry any rights to vote.
Security Name
Total Holders
Total Holdings
UNLISTED ZEPO EXP 21/06/2026
2
2,070,000
UNLISTED OPTIONS @ 0.05 EXP 23/12/2024
13
9,142,857
TOTAL
15
11,212,857
PERFORMANCE RIGHTS HOLDINGS
REQUIREMENT LISTING RULE 4.10.19
In accordance with the listing rule 4.10.19 the Company confirms that the entity used cash and assets in a
form readily convertible to cash that it had at the time of admission in a way consistent with the business’s
objectives.
REQUIREMENT LISTING RULE 4.10.14
In accordance with the listing rule 4.10.14 the Company confirms that there are no restricted securities or
securities subject to voluntary on issue as at 31 March 2025.
There is no performance right on issue at 31 March 2025.
REQUIREMENT LISTING RULE 4.10.18
In accordance with the listing rule 4.10.18 the Company confirms that there is no current on-market buy-
back taking place as at 31 March 2025.
For personal use only