Annual
Report
AUDITED FINANCIAL STATEMENTS
30 JUNE 2019
IXUP LIMITED
ABN 85 612 182 368
Table of Contents
1. CHAIRMAN’S REPORT
2. MANAGING DIRECTOR’S REPORT
3. CHIEF TECHNOLOGY OFFICER’S REPORT
4. CORPORATE DIRECTORY
5. DIRECTORS’ REPORT
6.
INDEPENDENCE DECLARATION
7. FINANCIAL STATEMENTS:
• STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
• STATEMENT OF FINANCIAL POSITION
• STATEMENT OF CHANGES IN EQUITY
• STATEMENT OF CASH FLOWS
8. NOTES TO THE FINANCIAL STATEMENTS
9. DIRECTORS’ DECLARATION
10. INDEPENDENT AUDITOR’S REVIEW REPORT
TO THE MEMBERS OF IXUP LIMITED
11. SHAREHOLDER INFORMATION
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6
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76
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1
ANNUAL GENERAL MEETING:
The Annual General meeting will be held
on 28 November 2019.
Introducing IXUP.
Expose insights,
not data.
Risk v reward: the double-edged
sword of big data
As the digital era accelerates, big data has become a
driving force behind innovation, productivity, growth and
profits. But as the rewards grow, so do the privacy and
security risks.
High profile data hacks, global social media scandals,
ever tightening regulations and heightened consumer
awareness have made the penalties and consequences of
data breaches more serious than ever.
While analysing your own data is valuable, much richer
insights, accurate forecasts and exponential value can
be unlocked by sharing data sets across departments,
industries, regions or even between competitors.
Traditionally this meant rolling the dice of handing
over commercially sensitive data to a third party and/
or decrypting your data during the process. As well as
being slow and costly, the loss of control exposes you to
reputational and legal risks of data loss and misuse.
IXUP is a world-leading encrypted data collaboration
platform that enables sharing and analysis of data sets
from multiple sources with 100% control, security and
privacy.
Incorporating homomorphic encryption, the software
lets you perform complex and specific calculations on
multiple data sets without ever needing to decrypt it. Unlike
traditional techniques, IXUP encrypts data at every step in
the process – in use, in transit and at rest – so at no point
is it vulnerable to the risk of data loss or misuse.
The result: organisations can now perform joint
analytics and share insights on confidential, sensitive
or personal data without ever unlocking, identifying or
losing control of their data.
3
IXUP offers a unique platform that is
redefining the way organisations collaborate
on vast amounts of data.
Chairman’s Report
I’m pleased to report that we made considerable progress
in financial year 2019.
IXUP offers a unique platform that is redefining the way
organisations collaborate on vast amounts of data. Our
world leading encrypted data collaboration platform
enables the sharing and analysis of data sets from multiple
sources with complete control, security and privacy.
Data analytics broadly describes techniques that find
meaningful patterns in data. Our platform goes several
steps further by providing a secure and governed
environment that allows enterprises to share data sets
in encrypted form and run in-depth analytics without
needing to decrypt them.
As data is always encrypted on IXUP’s platform it is
secure, solving existing challenges around data privacy.
This significantly reduces the threat of cyber-attacks,
fraud and data theft. Our platform enables enterprises to
unlock the value of their data, with complete security and
monetise potential cross-sector dynamics.
We anticipate a strong future for IXUP as data analytics
becomes a fundamental, and fast growing part of the
digital economy. This market is expected to grow to
US$40.6 billion by 2023,1 driven by organisations realising
the operational advantage of big data analytics and
increased access to cloud-based models.
Additional demand for IXUP’s platform is expected
to be driven through artificial intelligence (AI). AI uses
process automation, machine learning and natural
language processing (among other technologies) to give
computers the ability to learn from their environments
and make predictions which guide additional analytical
processes. Access to huge amounts of data from
multiple sources combined with unprecedented use of
powerful processors have transformed how industries
use AI across the world, and this market is expected to
experience exponential growth in future years.2
The convergence of big data and AI markets, fuelled by
increased access to cloud-based models, is expected to
drive demand for the IXUP platform through the
next decade.
COMMERCIALISATION UNDER WAY
With commercialisation a key focus IXUP took a strategic
decision to simplify the way that clients can implement
IXUP. The introduction of an on-demand, software as
a service (SaaS) model that complements our existing
platform as a service (PaaS) capability was a significant
move that extends our market and leverages growing
industry demand for flexible cloud computing services.
Our go-to-market strategy progressed with expanded
distribution and partnerships with organisations that
have strong domain expertise. We are excited by the
opportunities being opened through these partnerships
which increase our ability to attract new clients.
Our target markets include financial services, marketing
and healthcare that are deeply dependent on data
governed by privacy regulation. Companies in these areas
need to satisfy consumers’ expectations of trust while
providing high-quality marketing and advice to
their clients.
1. Research and Markets, Global Big Data Analytics Market – Forecast to 2023,
November 2018
2. Statista. Revenues from the artificial intelligence (AI) software market worldwide
from 2018 to 2025
US PATENT AWARDED
IXUP’s future platform development is now supported
by a patent related to reducing storage overhead
through consolidating unencrypted metadata relating
to associated encrypted data. During the year IXUP
was awarded a United States patent in addition to an
Australian innovation patent in this area.
MANAGEMENT
We are building a team that has the technology and
business skills necessary to commercialise our platform.
This team is capably led by Peter Leihn, who was
appointed chief executive officer in November 2018.
His global business development and commercialisation
experience provide the leadership strengths that position
IXUP well for the future. He joined us from the Australian
Government’s Data61 where he was global head of
commercialisation. His 25 years’ business and technology
experience includes senior roles for Hewlett-Packard
and Autodesk.
YOUR BOARD
The board is committed to ensuring that it has a strong
and diverse set of skills to guide the commercialisation
of IXUP’s software. I was delighted to join IXUP founder
Dean Joscelyne on the board in November 2018, having
advised the company on its initial public offering.
My experience includes many years in all areas of
commercial and corporate law as well as guiding the
progress of, and advising, numerous emerging small cap
and technology companies.
Subsequent to balance date, Peter Leihn was appointed
managing director, strengthening our business decision-
making processes, and we also welcomed two new non-
executive directors in July 2019.
Scott Wilkie brings to our board significant corporate
finance and security policy, strategy and management
experience acquired over more than 25 years’ advising or
building many global leading and emerging companies on
their growth strategies including digital transformation and
governance, analytics and artificial intelligence.
Freya Smith is the chief legal officer and company
secretary of international payments provider OFX Group,
and has counselled many of Australia’s leading and
emerging companies on significant matters of ethics,
compliance, corporate governance, risk and reputation
management.
Tim Ebbeck stepped down as executive chairman in
November 2018, and Cliff Rosenberg retired as director
of the company in July 2019. We thank them for their
valuable contribution during their service.
THANK YOU
I would like to thank all the members of the IXUP team for
their dedication and hard work, and our channel partners
for their relentless effort and achievements during the
year. I am grateful for the contribution of our advisory
board members Glen Boreham, Nerida Caesar and Peter
Chapman whose strategic advice has been invaluable.
I would also like to thank all of our shareholders for your
continued support.
OUTLOOK
IXUP has a tremendous global opportunity to capitalise on
the trend of enterprises using analytics to generate value.
We have put in place the building blocks for growth and
believe that future demand for our platform will increase
due to the exponential increase in data acquisition
occurring globally, the convergence of big data with
artificial intelligence (AI) and a desire for organisations to
monetise new data assets with minimal risk.
I look forward to updating you on IXUP’s progress in
the years ahead.
Grant Paterson
Chairman
5
Our platform allows clients to perform
advanced data analytics that reveal insights
but not the underlying data.
Managing Director’s Report
During the year we took significant steps
to transform the IXUP platform for future
growth, build relationships with strategic
partners and secure new clients.
Our platform allows clients to perform advanced data
analytics that reveal insights but not the underlying data.
While most organisations have vast amounts of data, they
lack the effective governance of that data which can be
provided through IXUP’s platform.
Organisations including the world’s fastest growing
companies are striving to drive business value from
their data and analytics, exploiting the convergence of
big data and AI. The AI market is experiencing dynamic
growth, with revenues increasing from around US$9.5
billion in 2018 to an expected US$118.6 billion by 2025,1
presenting a significant market for IXUP’s encrypted
AI platform.
With trust in AI and machine learning solutions impacted
by well-publicised data misuse and privacy breaches,
a solution that can help restore this trust will be a
competitive advantage. The integration of homomorphic
encryption into our platform, allows computations on
encrypted data, providing certainty that data is secure.
IMPROVING DELIVERY TO CLIENTS
NEW PARTNERSHIPS
The launch of our SaaS platform has improved delivery
to clients and represents a significant expansion in the
size of IXUP’s market opportunity. Clients can now use
our platform through the Microsoft Azure cloud services
secure environment directly, without needing infrastructure
of their own. Previously, the platform was only available
as a platform as a service (PaaS) solution, which required
clients to manage their own Azure environment.
The SaaS solution allows clients to purchase IXUP’s
technology through a subscription-based licence across
a range of software bundles at different price points. This
extends our business model adding recurring subscription
revenue to sales achieved through clients’ purchase of the
IXUP platform.
It also strengthens our go-to-market approach, increasing
the attractiveness of our offering for partners. This aligns
our business model more closely with the demand from
enterprise for cloud solutions. IT spending is steadily
shifting from traditional IT offerings to cloud services, a
phenomenon known as cloud shift. More than $1.3 trillion
in IT spending will be directly or indirectly affected by the
shift to cloud by 2022.2
Crucially, cloud shift is not just about cloud. As
organisations pursue a new IT architecture and operating
philosophy, they become prepared for new opportunities
in digital business, including data analytics and AI. We
believe that in this evolving market, the value IXUP can
deliver to organisations will grow.
We commenced selling services through external partners
during the year. Significant initiatives that are expected to
enhance future growth include IXUP’s agreements with:
• Deloitte Touche Tohmatsu Australia, which has
agreed to resell IXUP’s platform to its clients and
partners through its consulting practice;
• Tech Mahindra, the multinational provider of
information technology and networking technology
solutions, which plans to establish a data analytics
environment for secure multi-party collaboration; and
• Servian, the data and analytics consulting firm, which
will host a secure data collaboration platform offering
for its clients.
These partnerships create an opportunity to reach new
clients and capture a greater share of the data analytics
market. They also provide skilled support, ensuring IXUP’s
fixed labour expenditure remains stable. Over time, as our
partners bring clients to their IXUP-powered platforms,
this will contribute to increased revenue for IXUP. We
remain focused on continuing IXUP’s growth through
reseller and partnership agreements in FY20 and beyond.
ESTABLISHING CUSTOMER NETWORKS
Finity, Australia’s and New Zealand’s largest Independent
actuarial and analytics consulting firm, established a
new technology platform in partnership with IXUP in
September 2018, removing many barriers to working with
external data and providing access to leading analytics
expertise. Finity’s platform is powered through our SaaS
offering and allows collaboration with clients and partners’
1. Statista. Revenues from the artificial intelligence (AI) software market
worldwide from 2018 to 2025
2. Gartner Says 28 Percent of Spending in Key IT Segments Will Shift to
the Cloud by 2022, September 18, 2018.
information to improve, for example, pricing, underwriting
and claims management without exposing Finity to
external risk.
We are actively working with organisations in other
sectors to build awareness of our platform’s strong
competitive position.
One example is in the field of government services.
Government departments are poised to share their data
sets with the private sector, but will need to comply with
Australian Government legislation that is expected to be
tabled in the near future. This is particularly important for
sectors such as healthcare and financial services which
are exposed to brand and reputation risk if their data is
compromised.
With world-class governance frameworks critical for these
changes, the ‘five safes’ (projects, people, settings, data
and output) have already been embraced by several
government departments and use of the methodology
is growing across Commonwealth countries including
Australia, the UK and Canada.
After balance date, IXUP completed embedding the
global five safes data framework into our platform,
allowing clients to assign precisely the level of security
control they want for each of the five safes.
As enterprises need to prioritise the privacy of citizens
when sharing data, we believe our five safes capability
will provide a unique selling point, driving demand
from government organisations and corporations that
exchange data with the government sector, including
financial services, healthcare, aviation and other
industries.
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Certification provides assurance to clients
globally of our ability to maintain the security
of sensitive information and meet strict
data compliance requirements.
GOVERNMENT ACCREDITATION
FINANCIAL OVERVIEW
OUR PEOPLE
IXUP was appointed as an approved cloud services
supplier to the Australian Federal Government, as part of
its Digital Transformation Agency’s cloud services panel.
This supplier status puts IXUP in a strong position to
sell to all levels of government with advanced security
requirements and will make it easier for government
agencies to take advantage of IXUP’s secured data
capabilities. The panel accounts for more than 40% of the
Federal Government’s cloud spend and has a 55% per
annum growth rate.
ISO CERTIFICATION
Another highlight of the year was receiving ISO/IEC 27001
information management security certification which
confirms IXUP as a best practice framework for managing
information security within an organisation. This is
awarded only to companies with high security standards
which are cleared by independent audit to assess areas
including risk management, threat mitigation, access
control and physical security.
Certification provides assurance to clients globally of our
ability to maintain the security of sensitive information and
meet strict data compliance requirements. It is the world’s
most widely recognised information security management
system standard.
Commercialisation of IXUP’s platform is underway and
sales for the financial year ended 30 June 2019 were
$158,500. IXUP received a refund from the Australian
Tax Office under the research and development (R&D)
incentive program of $712,000 related to FY18. An R&D
tax rebate of $932,000 was received in September 2019
related to the FY19 financial year.
Total expenses for FY19 were $6.5 million, including
R&D costs of $2.1 million. R&D expenses were
apportioned across categories, with IXUP’s main
expenditure being employee salaries of $4.3 million and
administration $2.0 million.
We have a strong pipeline of opportunities and remain in
active negotiations with several enterprises, having signed
memoranda of understanding and have demonstration
programs underway with leading global and ASX 100
companies. IXUP continues to invest in its technology
platform and at 30 June 2019 had a cash and term
deposits balance of $2.3 million.
When you can trust that your data is truly secure,
the real-world applications are endless.
A key focus has been the appointment of
experienced industry executives delivering successful
commercialisation for the group. During the year IXUP
restructured its management team in order to prepare
for planned growth, including the appointment of a chief
commercial officer in August 2019 who is responsible
for building our partnerships and client engagements.
Automic Group principal David Franks was appointed
external chief financial officer in March 2019 and our
strengthened executive team is helping to drive strategic
relationships and commercial opportunities.
OUTLOOK
Our platform’s compliance with the internationally
recognised ‘five safes’ framework ensures we are well
positioned to benefit from the Australian Government’s
data sharing and release reforms. These aim to promote
better sharing and build trust in the use of public data;
and allow data custodians to dial up or down the
appropriate safeguards while maintaining the integrity of
their data. These reforms will trigger greater availability
of public datasets for commercial use, enabling more
effective government services for citizens and greater
transparency around government activities. This is
expected to result in significant private sector and
government technology spending on innovative services
such as IXUP.
We expect revenue growth in FY20, supported by a
growing pipeline of potential new clients. Activation of
partnership channels has helped build awareness of the
benefits of IXUP’s technology among global enterprises
seeking ways to analyse their data in a well secured,
governed environment.
Enterprises are seeking ways to turn the massive
amounts of data that they hold into decision-making
tools to drive efficiencies and unlock more value. Our
increasingly flexible, powerful and scalable platform
ensures that we are well positioned to take advantage of
this growth opportunity.
IXUP is at the forefront of the encrypted data analytics
industry which promises to be one of the most disruptive
and growing sectors during the next decade. We
anticipate further growth from the company’s new
SaaS distribution model as we continue to optimise the
platform’s revenue streams.
Peter Leihn
Managing Director
9
Our software is unique as it redefines security
in analytics, enabling analytics to be performed
on data while it is in encrypted form.
Chief Technology
Officer’s Report
elastic, with the ability to perform large computations on
demand. This architecture enables privacy preserving
analytics to be processed with minimal computing cost.
This year has seen a big leap forward in the IXUP platform
on many fronts, with significant development improving
user experience, technical capability and governance.
Our technical advances which preserve consumers’
privacy have significantly increased commercial capability
and we offer services unavailable in other platforms.
Our software is unique as it redefines security in analytics,
enabling analytics to be performed on data while it is in
encrypted form. This is increasingly important as owners
of big data such as healthcare, aviation and financial
services industries prioritise the need to ensure their data
is well secured and governed.
ALLOWS CUSTOMERS TO EXPLOIT AI AND
GAIN INSIGHTS THAT CAN BE MONETISED
Many of our customers and potential customers are
sophisticated users of information with artificial intelligence
(AI) within their business. These organisations are seeking
to unlock the value of their data and want information and
insights that can be instantly monetised.
Several major breakthroughs were achieved through our
partnerships with Microsoft Research and Data61 and
the integration of their technology into the IXUP platform.
These breakthroughs led to more encrypted data
operations becoming available within the platform, moving
beyond being able to visualise simple exact matches to
encrypted probabilistic (non-exact) matching and filtering
encrypted computations using homomorphic encryption.
UNIQUE, SCALABLE ARCHITECTURE
These advances were made possible through our
technology architecture which is highly scalable and
ISO 27001 SUPPORTS THE HIGHEST
STANDARDS OF INFORMATION SECURITY
The strong focus on formalising internal processes and
systems used within the engineering and business teams
culminated in IXUP receiving ISO/IEC 27001 information
security management certification.
As part of our focus on user experience, sessions were
organised with several customers and partners to discuss
how they worked with big data and the experiences they
wanted from our platform. Insight gained through this
feedback has helped to define key features and the future
direction of the product.
Cyber security experts have been consulted throughout
the year to help build business continuity and disaster
plans, audit, monitor and strengthen internal systems, as
well review possible threats to IXUP and its platform.
SIGNIFICANT R&D PROGRESS
In September 2018 we introduced the IXUP Canvas for
the first time. This offers a collaboration design surface
that helps customers to model a data collaboration in a
simple and easy to use way. A graphic representation
of the collaboration lets users visualise how their data is
being used and who would access it.
The architectural changes required to support the Canvas
provide foundations to enable other technologies to be
easily incorporated in future releases. The Canvas allows
multiple data operations to be combined in any order to
support more complex uses.
PROBABALISTIC MATCHES ENABLED
Just five months later, we extended the core capability
of collaborations to enable probabilistic matches on
encrypted data. The ability to match similar, but not
identical, data allows the IXUP platform to be used in
situations where data quality is not exact. The Canvas
was also extended to allow collaboration outputs to
be connected to reporting tools such as Power BI and
Tableau, as well as exported to other cloud storage
services and data warehouses including AWS Redshift,
Google BigQuery and Snowflake.
We subsequently introduced homomorphic encryption
using the Microsoft SEAL library and probabilistic match
functionality to allow geographic matching. IXUP’s close
collaboration with the Microsoft Research team has
enabled IXUP to become one of the first commercially
available platforms delivering post-quantum technology.
This capability enables computations to be performed
directly on encrypted data.
SAAS PLATFORM EXPEDITES
COMMERCIALISATION
The launch of the IXUP SaaS platform allows customers
to use IXUP through accessing the Microsoft Azure
cloud services environment directly, without needing to
purchase expensive infrastructure. Previously, the IXUP
platform was only available as a platform as a service
(PaaS) solution, which required customers to own and
manage their own Azure environment.
FIVE SAFES DATA FRAMEWORK CAPABILITY
After balance date, we completed embedding the global
five safes data framework into the IXUP platform. By
controlling the security needed for each of the five safes
(namely projects, people, settings, data and output),
customers are able to manage risk more effectively.
Aligning with the Office of the National Data
Commissioner’s data sharing principles at an early stage
places IXUP at the forefront of data analytics services
for the $1.2 billion Australian Commonwealth IT and
digital initiatives market. The five safes are becoming
a common methodology across the Commonwealth,
enabling IXUP to exploit the end-to-end connectivity
that we offer (as our platform is technology agnostic)
with all other technologies in the market. We believe
that as government and companies prioritise the privacy
of individuals when sharing data, IXUP’s capability will
provide a unique selling point, driving demand.
The latest enhancements support IXUP’s AI capability,
and include contract specification and integration of
DocuSign electronic signature management and two-
person integrity (TPI) approvals for particularly sensitive
collaborations.
Expanded AI with ‘protected compute’ allows users to
perform unencrypted machine learning on data subsets,
and then re-use the results in an encrypted analytics
environment, further expanding the range of analytics that
can be performed using the IXUP platform.
IXUP’s future strategy includes providing a greater
unsupervised machine learning capability, increasing our
AI capability and exploiting neural networks.
Paul Coe
Chief Technical Officer
11
Source: Gartner Predicts for the Future of Privacy 2019
WILL HIRE ARTIFICIAL INTELLIGENCE SPECIALISTS
IN BEHAVIOUR FORENSIC, PRIVACY AND CUSTOMER
TRUST TO REDUCE BRAND AND REPUTATION RISK.
75% BY 2023, OVER 75% OF LARGE ORGANISATIONS
90% BY 2022, 90% OF CORPORATE STRATEGIES WILL
100%
BY 2021, ORGANISATIONS THAT BYPASS
PRIVACY REQUIREMENTS AND ARE CAUGHT
LACKING IN PRIVACY PROTECTION WILL PAY
100% MORE IN COMPLIANCE COSTS THAN
COMPETITORS THAT ADHERE TO
BEST PRACTICE.
EXPLICITLY MENTION INFORMATION AS A CRITICAL
ENTERPRISE ASSET AND ANALYTICS AS AN
ESSENTIAL COMPETENCY.
Source: Gartner Predicts 2019: Data and Analytics Strategy
Source: Gartner Top 10 Strategic Technology Trends for 2019
Regulatory Tail Winds
22 FEBRUARY 2018
Introduction of the Notifiable Data Breaches scheme
1ST MAY 2018
Data sharing and release reforms
25 MAY 2018
General Data Protection Regulation (GDPR)
comes in effect in the EU
28TH JUNE 2018
California Consumer Privacy Act
9TH AUGUST 2018
National Data Commissioner appointed
13
The Leadership Team
PETER LEIHN
Chief Executive Officer
and Managing Director
DEAN JOSCELYNE
DAVID FRANKS
PAUL COE
WARREN BRADEY
Founder & Executive Director
Chief Financial Officer
Chief Technical Officer
Chief Commercial Officer
Peter is an outstanding executive with
more than 25 years’ experience in
senior technology roles.
He joined IXUP from Data61, the
Australian Government CSIRO
specialist and technology innovator,
where he was the global head of
commercial based in San Francisco.
Dean founded IXUP in 2011 in
response to identifying a gap in the
market to help organisations make
better decisions using more powerful
data insights. Dean has over 25
years’ experience driving enterprise
transformation and improving
customer experience.
David has over 25 years’ experience
in finance and governance (including
company secretarial and corporate
finance), is a Chartered Accountant,
Fellow of the Financial Services
Institute of Australia, Fellow of the
Governance Institute of Australia,
Justice of the Peace, Registered
Tax Agent and holds a Bachelor of
Economics (Finance and Accounting)
from Macquarie University.
Paul brings more than 15 years’
experience in large transformation
programs that deliver complete
enterprise business end-to-end
solutions. Prior to IXUP, Paul held
roles at Corum Group Australia,
Study Group and PBL Media.
From August, 2019
Warren brings more than 25 years’
experience in commercialising early
stage businesses and converting deep
technology into commercial reality.
Warren has led many organisations
including research entities, early stage
investor funds and start-ups through
to listing with a focus on commercial
strategy and operational execution.
15
CORPORATE DIRECTORY
DIRECTORS
Dean Joscelyne (Executive Director)
Grant Paterson (Acting Chairman and
Non-Executive Director)
(Appointed 13 November 2018)
Scott Wilkie (Non-Executive Director)
(Appointed 2 July 2019)
Freya Smith (Non-Executive Director)
(Appointed 2 July 2019)
Peter Leihn (Managing Director)
(Appointed 2 July 2019)
Tim Ebbeck (Chairman)
(Resigned 13 November 2018)
Cliff Rosenberg (Non-Executive Director)
(Resigned 2 July 2019)
COMPANY SECRETARY
(JOINT)
Andrew Whitten
David Bonham (Resigned 24 May 2019)
REGISTERED OFFICE AND
PRINCIPAL BUSINESS
Lot 10, Level 3
7 Bridge Street
Sydney NSW 2000
SHARE REGISTER
AUDITOR
SOLICITORS
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Email: registrars@linkmarketservices.com.au
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Level 3,15 Labouchere Road
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Automic Legal Pty Ltd (An Automic Group
company)
BANKERS
St George Bank Limited
SECURITIES EXCHANGE
LISTING
IXUP Limited shares are listed on
the Australian Securities Exchange.
ASX code: IXU
WEBSITE
www.ixup.com
PLACE OF INCORPORATION
Victoria, Australia
17
DIRECTORS’
REPORT
The directors present their report, together with the financial statements, on the
consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of IXUP
Limited (referred to hereafter as the ‘Company’, ‘parent entity’ or ‘IXUP’) and the entities
it controlled at the end of, or during, the year ended 30 June 2019.
DIRECTORS
HIGHLIGHTS OF THE YEAR INCLUDE:
The following persons were directors of IXUP Limited
during the whole of the financial year and up to the date
of this report, unless otherwise stated:
Dean Joscelyne – Executive Director
Grant Paterson – Acting Chairman and Non-Executive
Director (Appointed 13 November 2018)
Cliff Rosenberg – Non-Executive Director
(Resigned 2 July 2019)
Freya Smith – Non-Executive Director
(Appointed 2 July 2019)
Scott Wilkie – Non-Executive Director
(Appointed 2 July 2019)
Peter Leihn – Managing Director
(Appointed 2 July 2019)
Tim Ebbeck – Chairman and Acting Chief Executive
Officer (Resigned 13 November 2018)
DIVIDENDS
There were no dividends paid, recommended or declared
during the current or previous financial year.
RESULT OF OPERATIONS
The loss for the consolidated entity after providing for
income tax amounted to $6,588,667 (30 June 2018:
$8,679,456).
REVIEW OF OPERATIONS
During the year IXUP continued to develop and
commercialise its technology which allows clients to
perform advanced data analytics that exposes insights,
but not the data itself. This truly unique capability is
designed to remove the risk of data loss and misuse,
in an environment that is seeing unprecedented cyber
attacks threaten businesses globally. The Company
believes that future demand for the IXUP product
will increase due to the exponential increase in data
acquisition occurring globally, and a desire to monetise
new data assets without the risk.
• Receiving ISO/IEC 27001 information management
security certification;
• Deployment by Finity offering secure data
collaboration in the Australian insurance industry;
• Launching IXUP’s SaaS offerings, IXUP Light and
IXUP Expert, adding to the company’s platform as a
service (PaaS) offering, IXUP Enable;
• Strengthening IXUP’s Microsoft relationship,
including SaaS deployment through Microsoft
Azure and commercialisation of Microsoft Research
Homomorphic Encryption technology;
• New partnership agreements signed with:
- Leading consultant Deloitte Touche Tohmatsu
Australia;
- Australian-based data and analytics consulting
firm Servian;
- Global business process outsourcing organisation,
Tech Mahindra;
• Appointment as a new cloud services supplier
through the Federal Government’s Digital
Transformation Agency’s cloud services panel;
• Continuing innovation agreement with Equifax
Australia;
• Appointment of new chief executive officer;
• Appointment of outsourced chief financial officer;
• Strengthened board and governance (including
appointments after balance date).
LARGE ADDRESSABLE MARKET
The company is investing in innovation and technology
leadership to capitalise on the fast growth big data
analytics market, which IDC’s worldwide big data and
analytics software forecast estimates will soon surpass
US$200 billion.
SOFTWARE DEVELOPMENT AND
COMMERCIALISATION
Investment continued in the company’s platform which
secures data analytics and delivers insights across
encrypted data. IXUP provides a unique environment
where data is loaded and encrypted at cell level; and
then layered, indexed and matched in encrypted
repositories, allowing participating organisations to retain
complete control of their encrypted data and to access
control rules.
IXUP continues to offer access to the IXUP platform
through platform as a service (PaaS) recurring monthly
subscription licences where the client wishes for
consistency with their existing software management
practices.
During the year, the company launched a new software
as a service (SaaS) offering hosted in Microsoft Azure’s
enterprise grade cloud computing platform. This offers
clients an alternative low cost of entry to IXUP through a
scalable, monthly recurring revenue model.
The benefits to clients include:
•
realising unique insights which cannot be obtained in
other ways;
• ability to securely combine data while the data
remains in the complete control of its owners;
• prevention of data loss or misuse;
•
•
leading governance and compliance frameworks; and
security of using the Microsoft Azure cloud
environment.
PARTNERSHIPS
The company commenced selling its services through a
channel partner model during the year. This complements
the previous direct sales model and allows IXUP partners
to manage customisation and implementation of the
IXUP platform according to client needs in the future.
The partnership model provides a cost-effective and
faster way for IXUP to implement its technology without
the need for a large sales team.
During the year IXUP signed new partnership agreements.
These included reseller agreements with Australian-based
data and analytics consulting firm, Servian; with Deloitte
Touche Tohmatsu Australia; and with Tech Mahindra,
the multinational provider of information technology and
networking technology solutions.
APPROVED SUPPLIER TO GOVERNMENT
The company became a pre-approved cloud services
supplier to all levels of government when it was appointed
a new supplier through the Federal Government’s
Digital Transformation Agency’s cloud services panel in
June 2019. This increases fairness helping government
agencies to manage their own procurement. The panel
accounts for more than 40% of the government’s cloud
spend and has a 55% growth rate.
STRONG MANAGEMENT TEAM
A key focus has been appointment of experienced
industry executives capable of delivering successful
commercialisation for the group. In November 2018, the
company announced appointment of Mr Peter Leihn as
chief executive officer. In March 2019, Automic Group
principal David Franks was appointed external chief
financial officer.
BOARD APPOINTMENTS
On 13 November 2018, IXUP appointed Mr Grant
Paterson as interim chair of the Board. Subsequent to the
end of the financial year, on 2 July 2019, IXUP appointed
Mr Peter Leihn as managing director and Mr Scott Wilkie
and Ms Freya Smith as non-executive directors of the
company. Mr Wilkie was the co-founder and director of
Sovereign Cloud Australia and Ms Smith is currently the
chief legal officer and company secretary of OFX Group.
19
DIRECTORS’
DIRECTORS’
REPORT
REPORT
FINANCIAL POSITION
The company reported sales revenue of $158,500 for
the financial year ended 30 June 2019. IXUP is in the
early stages of commercialisation and released its SaaS
distribution model to the market in April 2019, securing
its first commercial client. The global SaaS market is
expected to attain a market size of US$185.5 billion by
2024 and this distribution model provides significant
opportunity for growth as organisations increase their use
of SaaS technologies. The company continues to invest in
its technology platform and at 30 June 2019 had a cash
and term deposits balance of $2.3 million.
During the year the company received an Australian Tax
Office R&D tax rebate of $712,000.
SIGNIFICANT CHANGES IN THE STATE
OF AFFAIRS
Other than as discussed above, there were no
other significant changes in the state of affairs of the
consolidated entity during the financial year.
MATTERS SUBSEQUENT TO THE END
OF THE FINANCIAL YEAR
Other than as discussed above, no other matter or
circumstance has arisen since 30 June 2019 that has
significantly affected, or may significantly affect the
consolidated entity’s operations, the results of those
operations, or the consolidated entity’s state of affairs in
future financial years.
LIKELY DEVELOPMENTS AND EXPECTED
RESULTS OF OPERATIONS
Since the listing, the Company has been focused on
building out its team, developing its product, defining
its brand and expanding its capability to begin the
commercialisation of the product.
The Company continues to progress discussions with
potential users of the IXUP platform and to progress
discussions with potential partners as well as explore
additional opportunities in the market.
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE
Our environmental commitment
IXUP is committed to being a responsible and sustainable
Group of businesses. We believe it makes good business
sense to have environmental, social and governance
(ESG) policies and programs where doing the right thing
by our people, our partners, our environment and the
communities in which we operate is part of our ethos.
Although the consolidated entity is not subject to any
significant environmental regulation under Australian
Commonwealth State or Territory law, the Company is
seeking to undertake in the future an analysis of Company
objectives that can reduce its environmental footprint.
Information on directors
NAME
TITLE:
Grant Paterson (Appointed 13 November 2018)
Acting Chairman and Non-Executive Director
EXPERIENCE AND EXPERTISE:
Grant brings significant experience in guiding the progress of emerging small-
cap companies, having been involved with numerous technology companies
listed on the Australian Securities Exchange (ASX), and providing corporate
advice across a variety of sectors.
In addition to his chairmanship of the IXUP Board, Grant is also an experienced
corporate lawyer, who founded Perth-based firm GTP Legal in 2011. GTP Legal
specialises in corporate law including advising on the Corporations Act, ASX
Listing Rules, IPOs and re-compliance listings, mergers and acquisitions, capital
raisings, due diligence and general development primarily in the resources and
technology sectors. Through his work at GTP Legal, Grant has a wide range of
experience in all areas of commercial and corporate law, with a particular focus
on equity capital markets and mergers and acquisitions.
Corporate governance
Mr Paterson holds a Bachelor of Law and a Bachelor of Commerce.
IXUP’s Board of Directors is responsible for the corporate
governance of IXUP Limited. The Board guides and
monitors the business affairs of the Group on behalf
of stakeholders and its activities are governed by the
Constitution.
Our Corporate Governance Statement is founded on
the ASX Corporate Governance Council’s principles and
recommendations. The statement is periodically reviewed
and, if necessary, revised to reflect the changing nature of
the industry.
The responsibilities of the Board of Directors and those
functions reserved to the Board, together with the
responsibilities of the Chief Executive Officer are set out
in our Board Charter. To assist with governance IXUP has
established policies.
For copies of policies and charters notes in this section,
please visit the IXUP website and navigate to Investors >
Corporate governance.
OTHER CURRENT DIRECTORSHIPS: Nil
FORMER DIRECTORSHIPS
(LAST 3 YEARS):
INTERESTS IN SHARES:
INTERESTS IN OPTIONS:
INTERESTS IN RIGHTS:
Nil
4,904,167
2,750,000
750,000
NAME
TITLE:
Dean Joscelyne
Executive Director and Founder
EXPERIENCE AND EXPERTISE:
Dean founded IXUP and is an executive director and the head of strategy &
innovation. He has over 25 years’ experience in business, leading large scale
organisational change and is known for innovative thinking and enhancing the
customer experience to amplify customer satisfaction and engagement. Dean
created IXUP in 2011 because he saw a blind spot and an opportunity to solve
universal problems for organisations who needed more powerful data insights,
to underpin differentiating growth strategies. Dean’s ability to identify problems
through a unique lens and apply creative thinking led him to design a
novel data collaboration platform.
OTHER CURRENT DIRECTORSHIPS: Nil
FORMER DIRECTORSHIPS
(LAST 3 YEARS):
Nil
INTERESTS IN SHARES:
INTERESTS IN OPTIONS:
INTERESTS IN RIGHTS:
25,500,001
25,200,000
Nil
21
DIRECTORS’
REPORT
Information on directors
NAME
TITLE:
Peter Leihn (Appointed 2 July 2019)
CEO (and Managing Director from 2 July 2019)
NAME
TITLE:
Freya Smith (Appointed 2 July 2019)
Non-Executive Director
EXPERIENCE AND EXPERTISE:
Peter has over 25 years’ business experience in senior technology roles in
both industry and government, with expertise in data availability, privacy, data
innovation models and tech commercialisation. He joined the Company as CEO
on 8 November 2018.
Prior to joining IXUP, Peter was the global head of commercial, based in San
Francisco for Data61, the Australian Government CSIRO specialist data and
technology innovator, where he was responsible for driving its global growth
and strategy.
Peter’s previous leadership roles include director of the Office of the Chief
Scientist for the State of NSW where he led science policy development
and had oversight for strategic investment in the innovation ecosystem. This
followed a long career in the Asia Pacific with global ICT companies Hewlett-
Packard and Autodesk.
A graduate of the Australian Institute of Company Directors (AICD), Peter holds
a Bachelor’s in Applied Science from the Southern Cross University; Graduate
Diploma in Marketing from Monash University; Masters in Environmental
Science and Law from University of Sydney and he is currently completing his
PhD in Innovation Economics, with a focus on commercialisation strategies, at
Swinburne University of Technology.
OTHER CURRENT DIRECTORSHIPS: Nil
FORMER DIRECTORSHIPS
(LAST 3 YEARS):
INTERESTS IN SHARES:
INTERESTS IN OPTIONS:
INTERESTS IN RIGHTS:
Nil
Nil
1,500,000
9,000,000
‘Other current directorships’ quoted above are current directorships for listed entities only and exclude directorships
of all other types of entities.
‘Former directorships (last three years)’ quoted above are directorships held in the last three years for listed entities only
and exclude directorships of all other types of entities, unless otherwise stated.
EXPERIENCE AND EXPERTISE:
Ms Freya Smith is currently the chief legal officer and company secretary of OFX
Group Limited, the Australian-based international payments provider. She is
also chair and a non-executive director of the Sydney Fringe Festival. Both as a
practising lawyer and company secretary, she has counselled many of Australia’s
leading and emerging companies on a number of significant matters of ethics,
compliance, corporate governance and risk and reputation management.
Ms Smith holds a Bachelor of Commerce and a Bachelor of Laws (Hons), a
Master of Laws (High Distinction) and a Graduate Diploma of Applied Corporate
Governance from the Governance Institute of Australia. She is also admitted
in the High Court of Australia, the Federal Court of Australia and the Supreme
Court of New South Wales and is a member of the Association of Corporate
Counsel; an Associate of the Governance Institute of Australia; and a member
of the Australian Institute of Company Directors.
OTHER CURRENT DIRECTORSHIPS: Nil
FORMER DIRECTORSHIPS
(LAST 3 YEARS):
INTERESTS IN SHARES:
INTERESTS IN OPTIONS:
INTERESTS IN RIGHTS:
Nil
Nil
500,000
1,500,000
NAME
TITLE:
Scott Wilkie (Appointed 2 July 2019)
Non-Executive Director
EXPERIENCE AND EXPERTISE:
Mr Scott Wilkie is an experienced corporate and investment banking senior
executive and is the founding director of Sovereign Cloud Australia (“AUCloud”),
a classified provider of sovereign cloud-based technology services to the
Australian government, defence, health and critical national industries. Mr Wilkie
has over 25 years’ experience advising and raising capital for many global
leading and emerging companies on their corporate growth, innovation and
security strategies including digital transformation and governance, analytics,
artificial intelligence and cloud computing.
Mr Wilkie has held both executive and director roles in his career during which
time he obtained multiple professional qualifications and associations including
with the Securities and Exchange Commission USA, Australian Securities
and Investments Commission and is a Member of the Australian Institute of
Company Directors. He is additionally a Member of the Australian Information
Security Association, has been a guest lecturer at the National Security College
and played a role in development of the Australian Cyber Security Strategy.
OTHER CURRENT DIRECTORSHIPS: Nil
FORMER DIRECTORSHIPS
(LAST 3 YEARS):
INTERESTS IN SHARES:
INTERESTS IN OPTIONS:
INTERESTS IN RIGHTS:
Nil
Nil
500,000
1,500,000
23
DIRECTORS’
REPORT
Information on directors
NAME
TITLE:
Tim Ebbeck (Resigned 13 November 2018)
Chairman and Acting CEO
COMPANY SECRETARY (JOINTLY-HELD)
ANDREW WHITTEN
EXPERIENCE AND EXPERTISE:
Tim has over 30 years’ experience in business in a range of roles and industries
including the technology industry. Tim is presently the principal of his own
consultancy, providing advice to companies on transformation, innovation
and growth. Previously, Tim was managing director of Oracle in Australia and
New Zealand, and chief commercial officer of NBN Co, where he led the first
strategic review of the NBN in 2013. Prior to NBN Co he was chief executive
officer of SAP in Australia and New Zealand. He is also a former chief financial
officer of SAP, Compaq, and Unisys and investment director in the venture
capital industry. Tim has twice been a member of the Business Council of
Australia (BCA) and its Innovation and Sustainable Growth Taskforces and an
inaugural BCA Women “CSuite” Mentor.
Tim holds a Bachelor of Economics degree, has completed a management
program at INSEAD, is a Fellow of CPA Australia, a Fellow of the Australian
Institute of Management and a Graduate Member of the Australian Institute of
Company Directors.
OTHER CURRENT DIRECTORSHIPS: GeoOp Ltd (non-executive director)
FORMER DIRECTORSHIPS
(LAST 3 YEARS):
Nvoi Limited (director)
INTERESTS IN SHARES:
Nil (At resignation date)
INTERESTS IN OPTIONS:
833,334 (At resignation date, which subsequently lapsed.)
INTERESTS IN RIGHTS:
Nil (At resignation date)
NAME
TITLE:
Cliff Rosenberg (Resigned 2 July 2019)
Non-Executive Director
EXPERIENCE AND EXPERTISE:
Cliff has spent more than 20 years working at digital companies leading
innovation and change in the industry both as an entrepreneur and senior
executive. Cliff was a senior executive and the managing director of LinkedIn for
South East Asia, Australia and New Zealand for over seven years where he led
the expansion of LinkedIn in this region. Prior to LinkedIn, Cliff was managing
director at Yahoo Australia and New Zealand, and previously the founder and
managing director of iTouch Australia and New Zealand, one of the biggest
mobile content and application service providers in Australia. Prior to iTouch
Cliff was the head of strategy for Vodafone Australasia.
Cliff has a Bachelor of Business Science (Honours) degree and a Master of
Science in Management and is a Member of the Australia Institute of
Company Directors.
OTHER CURRENT DIRECTORSHIPS: Non-executive director of ASX listed companies Afterpay Touch Group Limited,
Nearmap Limited, Cabcharge Australia Limited and Pureprofile Ltd.
FORMER DIRECTORSHIPS
(LAST 3 YEARS):
Nil
INTERESTS IN SHARES:
Nil (At resignation date)
INTERESTS IN OPTIONS:
500,000 (At resignation date, which lapse on 31 December 2019)
INTERESTS IN RIGHTS:
1,250,000 (At resignation date, which lapse on 31 December 2019)
• Andrew is an admitted solicitor and an executive director of the Automic Group of Companies, Australia’s only
professional service provider that delivers a complete and integrated ecosystem of registry, company secretarial,
legal, CFO and accounting services.
• Andrew is currently the company secretary for a number of publicly listed companies. He has been involved in
numerous corporate and investment transactions including IPOs on the ASX and NSX, corporate reconstructions,
reverse mergers and takeovers over two decades.
• Andrew holds a Bachelor of Arts (Economics, UNSW); Master of Laws and Legal Practice (Corporate Finance and
Securities Law, UTS); Graduate Diploma in Applied Corporate Governance from the Governance Institute and is an
elected Associate of that institute.
DAVID BONHAM (RESIGNED 24 APRIL 2019)
• David is chief financial officer and chief operating officer of IXUP in addition to his role as joint company secretary
of the Company. He is a qualified accountant and brings extensive experience in financial management, business
development, strategic planning and project management.
• He is a member of CPA Australia and holds a Bachelor of Business in Accounting from Western Sydney University,
and an MBA from Deakin University.
25
DIRECTORS’
REPORT
MEETINGS OF
DIRECTORS
The number of meetings of the Company’s Board of
Directors (‘the Board’) held during the year ended 30
June 2019, and the number of meetings attended
by each director were:
Tim Ebbeck
Dean Joscelyne
Cliff Rosenberg
Grant Paterson
FULL BOARD
ATTENDED
HELD
4
8
7
4
4
8
8
4
Held: represents the number of meetings held
during the time the director held office.
REMUNERATION REPORT (AUDITED)
The remuneration report details the Key Management
Personnel (KMP) remuneration arrangements for the
consolidated entity, in accordance with the requirements
of the Corporations Act 2001 and its Regulations.
KMP are those persons having authority and responsibility
for planning, directing and controlling the activities of
the entity, directly or indirectly, including all directors. In
this report “Executive KMP” refers to members of the
Executive team that are KMP and includes Mr Peter
Leihn, as an executive director from 2 July 2019.
The remuneration report is set out under the following
main headings:
• Principles used to determine the nature and amount
of remuneration
• Details of remuneration
• Service agreements
• Share-based compensation
• Additional information
• Additional disclosures relating to KMP
PRINCIPLES USED TO DETERMINE THE
NATURE AND AMOUNT OF REMUNERATION
The objective of the consolidated entity’s Executive KMP
reward framework is to ensure reward for performance
is competitive and appropriate for the results delivered.
The framework aligns Executive KMP 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
KMP reward satisfies the following key criteria for good
reward governance practices:
• Competitiveness and reasonableness
• Acceptability to shareholders
• Performance linkage / alignment of executive
compensation
• Transparency
The Board is responsible for determining and reviewing
remuneration arrangements for its KMP. The performance
of the consolidated entity depends on the quality of its
directors and executives. The remuneration philosophy is
to attract, motivate and retain high performance and high
quality personnel.
The reward framework is designed to align Executive
KMP 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 share price growth 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 executives’ interests by:
• Rewarding capability and experience;
• Reflecting competitive reward for 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. 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 his own
remuneration.
ASX listing rules require the aggregate non-executive
directors’ remuneration be determined periodically by
a general meeting. As outlined in the prospectus dated
3 October 2017 released to the ASX on 14 November
2017, the aggregate remuneration of non-executive
directors has been set at an amount not to exceed
$500,000 per annum.
EXECUTIVE KMP REMUNERATION
The consolidated entity aims to reward Executive KMP
based on their position and responsibility, with a level and
mix of remuneration which has both fixed and variable
components and includes:
of Executive KMP. STI is an annual “at risk” opportunity
awarded to Executive KMP based on specific annual
targets and key performance indicators. Performance
conditions are clearly defined and measurable and
designed to support the financial and strategic direction
of the business and in turn translate to shareholder return.
STI is currently awarded to Executive KMP in 100% cash.
The long-term benefits (‘LTB’) plan includes long
service leave and share-based payments. Options and
Performance Rights are awarded to Executive KMP over
a period of three years based on long-term incentive
measures. These include increase in shareholder value
relative to the entire market and the increase compared to
the consolidated entity’s direct competitors.
DETAILS OF REMUNERATION
Amounts of remuneration
Details of the remuneration of KMP of the consolidated
entity are set out in the following tables.
The KMP of the consolidated entity consisted of the
following directors of IXUP Limited:
• Tim Ebbeck - Chairman and Acting CEO (Resigned
13 November 2018)
• Dean Joscelyne - Executive Director
• Cliff Rosenberg - Non-Executive Director (Resigned 2
• Base pay and non-monetary benefits
July 2019)
• Grant Paterson – Acting Chairman and Non-
Executive Director (Appointed 13 November 2018)
And the following executives:
• David Bonham - CFO (Resigned 24 May 2019)
• Peter Leihn - CEO (managing director from
2 July 2019)
• Short-term performance incentives
• Share-based payments
• Other remuneration such as superannuation
and long service leave
The combination of these comprises the Executive KMP’s
total remuneration.
Fixed remuneration, comprising of base salary,
superannuation and non-monetary benefits, is reviewed
annually by the Board based on individual and business
performance and benchmarking.
Executive KMP may receive their fixed remuneration in
the form of cash or other fringe benefits where it does not
create any additional costs to the company and provides
additional value to the Executive KMP.
The short-term incentive (‘STI’) plan is designed to align
the targets of the business with the performance hurdles
27
DIRECTORS’
REPORT
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
BENEFITS
LONG-TERM
BENEFITS
SHARE-BASED
PAYMENTS
CASH SALARY
AND FEES
CASH BONUS
NON-
MONETARY
SUPER-
ANNUATION
LONG
SERVICE
LEAVE
EQUITY-
SETTLED
2019
$
$
$
$
$
$
TOTAL
$
NON-EXECUTIVE DIRECTORS:
CLIFF ROSENBERG
GRANT PATERSON*
EXECUTIVE DIRECTORS:
TIM EBBECK**
DEAN JOSCELYNE
60,242
38,000
93,564
260,000
–
–
–
–
OTHER KEY MANAGEMENT PERSONNEL:
DAVID BONHAM***
303,677
25,000
PETER LEIHN****
227,051
-
982,534
25,000
–
–
–
–
–
–
–
–
–
-
24,700
29,438
21,560
75,698
–
–
–
–
–
–
–
100,828
161,070
22,751
60,751
17,370
110,934
-
284,700
13,546
20,665
371,661
269,276
175,160
1,258,392
* Grant Paterson was appointed as acting chairman and non-executive director on 13 November 2018.
** Tim Ebbeck resigned as director on 13 November 2018.
*** David Bonham resigned as chief financial officer on 24 May 2019.
**** Peter Leihn had a bonus accrued as at 30 June 2019 in the amount of $32,850 which was paid in July 2019.
Peter was employed from 8 November 2018 as CEO and also became managing director from 2 July 2019.
SHORT-TERM BENEFITS
POST-
EMPLOYMENT
BENEFITS
CASH SALARY
AND FEES
CASH BONUS
NON-
MONETARY
SUPER-
ANNUATION
LONG-TERM
BENEFITS
SHARE-BASED
PAYMENTS
LONG
SERVICE
LEAVE
EQUITY-
SETTLED
2018
$
$
$
$
$
$
TOTAL
$
NON-EXECUTIVE DIRECTORS:
CLIFF ROSENBERG*****
37,500
EXECUTIVE DIRECTORS:
TIM EBBECK*****
DEAN JOSCELYNE
269,565
260,000
–
-
-
MARC GOLDMAN******
252,527
50,000
RHONA MARKS******
34,463
OTHER KEY MANAGEMENT PERSONNEL:
DAVID BONHAM****
82,841
-
–
–
-
–
-
66,625
24,700
-
-
–
28,740
3,274
7,870
936,896
50,000
66,625
64,584
****** Rhona Marks and Marc Goldman resigned as directors on 29 September 2017.
***** Tim Ebbeck and Cliff Rosenberg were appointed as directors on 29 September 2017.
**** David Bonham was appointed as chief financial officer on 12 March 2018.
–
–
–
–
–
–
–
97,981
135,48
238,009
507,57
2,728,274
3,079,59
502,274
833,54
57,074
94,81
–
90,711
3,623,612
4,741,717
The proportion of remuneration linked to performance and the fixed proportion are as follows:
FIXED REMUNERATION
AT RISK - STI
AT RISK - LTI
2019
2018
2019
2018
2019
2018
NON-EXECUTIVE DIRECTORS:
CLIFF ROSENBERG
GRANT PATERSON
EXECUTIVE DIRECTORS:
TIM EBBECK
DEAN JOSCELYNE
RHONA MARKS
MARC GOLDMAN
37%
63%
84%
100%
-
-
OTHER KEY MANAGEMENT PERSONNEL:
DAVID BONHAM
PETER LEIHN
90%
92%
28%
–
53%
8%
100%
34%
100%
–
–
–
–
–
–
–
7%
–
–
–
–
–
–
6%
–
–
63%
37%
16%
–
–
–
3%
8%
72%
-
47%
92%
-
60%
–
–
29
DIRECTORS’
REPORT
Remuneration and other terms of employment for Executive KMP are formalised in service agreements.
Details of these agreements are as follows:
Service agreements
NAME
Tim Ebbeck (Resigned 13 November 2018)
NAME
David Bonham (Resigned 24 May 2019)
TERM OF AGREEMENT:
The principal terms of Tim Ebbeck’s current agreement are as follows:
TERM OF AGREEMENT:
The principal terms of the current agreement for Mr Bonham are as follows:
(i) A fee of $200,000 per annum (inclusive of GST) for consultancy services for a
fixed term until 30 April 2019;
(ii) As from 1 May 2018 the Company will pay: (a) $250,000 per annum to the
Consultant for services as the Acting CEO (resigned 6 September 2018); and
(b) $110,000 per annum for role as Company Chairman.
(iii) The Company will make a short-term incentive payment of up to $100,000 in
relation to the period 1 January 2018 to 31 December 2018 inclusive. Payment
will be made on successful delivery of key performance indicators.
NAME
Dean Joscelyne
AGREEMENT COMMENCED:
The principal terms of Dean Joscelyne’s current agreement are as follows:
(i) A base salary of $260,000 per annum (exclusive of statutory superannuation).
(ii) A bonus of 13% of the base salary at the Company’s discretion.
(iii) Entitlement to participate in employee and executive incentive plans and the
Company may provide additional bonus and incentives. Mr Joscelyne has been
granted 1,000,000 Plan Options pursuant to the Option Plan. These have since
been cancelled at Mr Joscelyne’s request as announced to the market on
13 July 2018.
(iv) The agreement has no fixed term and may be terminated:
(A) by either party without cause with 12 weeks’ notice, or in the case of the
Company, immediately with payment in lieu of notice; or
(B) by the Company with immediate effect following serious breach of the
agreement or for serious misconduct.
(v) Other industry standard provisions for a senior executive of a public
listed company.
(i) A base salary of $320,000 per annum (exclusive of statutory superannuation).
(ii) A performance bonus of $25,000 for the successful completion of the
first year’s trading post listing measured by cash burn being on-budget and
successful conclusion of AGM.
(iii) A bonus of 30% of the base salary at the Company’s discretion is subject to
approval.
(iv) Entitlement to participate in employee and executive incentive plans and the
Company may provide additional bonus and incentives. Mr Bonham has been
granted 1,750,000 Plan Options pursuant to the Option Plan.
(v) The agreement has no fixed term and may be terminated:
(A) by either party without cause with 10 weeks’ notice, or in the case of the
Company, immediately with payment in lieu of notice; or
(B) by the Company with immediate effect following serious breach of the
agreement or for serious misconduct.
(vi) Other industry standard provisions for a senior executive of a public listed
company.
NAME
Peter Leihn
TERM OF AGREEMENT:
The principal terms of Peter Leihn’s current agreement are as follows:
(i) A base salary of $350,000 per annum (exclusive of statutory superannuation).
(ii) Entitlement to participate in employee and executive incentive plans up to a
maximum annual incentive of $150,000
(iii) The agreement has no fixed term and may be terminated:
(A) by either party without cause with three months’ notice, or in the case of the
Company, immediately with payment in lieu of notice; or
(B) by the Company with immediate effect following serious breach of the
agreement or for serious misconduct.
(iv) Initial ESOP Grant of 1,500,000 options vesting over three years and at
strike price in accordance with scheme. 1,500,000 IXUP performance share
rights, being 500,000 Class A, 500,000 Class B and 500,000 Class C rights.
Performance criteria for all classes of performance rights:
(A) two years of continuous employment, and
(B) The company achieving Cumulative Contracted Revenue of:
- Class A AU$5m
- Class B AU$10m
- Class C AU$15m
(iv) Other industry standard provisions for a senior executive of a public
listed company.
31
DIRECTORS’
REPORT
The Constitution of the Company provides that the
remuneration of non-executive directors will not be more
than the aggregate fixed sum determined by a general
meeting of shareholders or, until so, by the directors.
The aggregate remuneration for non-executive directors
as outlined in the prospectus dated 3 October 2017
has been set at an amount not to exceed $500,000 per
annum. The board has resolved that the non-executive
directors’ base fee will be $60,000 per annum for non-
executive directors (inclusive of statutory superannuation)
and an additional $10,000 per annum (inclusive of
statutory superannuation) for each board committee that
they participate in commencing on official quotation.
Mr Grant Paterson and Mr Cliff Rosenberg are non-
executive directors. From 2 July 2019, Mr Wilkie and
Ms Smith are non-executive directors.
SHARE-BASED COMPENSATION
Issue of shares
There were no shares issued to directors and Executive
KMP as part of compensation during the year ended 30
June 2019.
Options over equity instruments
The terms and conditions of each grant of options
and performance rights over ordinary shares affecting
remuneration of directors and Executive KMP in this
financial year or future reporting years are as follows:
Issued in the year ended 30 June 2018
• Dean Joscelyne was issued 25,200,000 unlisted
options (Issued 1 September 2017 option holder
is entitled to purchase one fully-paid share in the
Company for $0.25 per option over the 5-year life
of the option to 14 November 2022). In addition,
Dean Joscelyne was issued 1,000,000 plan options
(Issued 15 November 2017, unlisted and unvested,
exercisable at $0.25 per option, expire 14 November
2022). These plan options were cancelled on 13 July
2018 at Mr Joscelyne’s request.
• Tim Ebbeck was issued 1,250,000 plan options
(Issued 15 November 2017, unlisted and unvested,
exercisable at $0.25 per option, expire 14 November
2022). 416,666 plan options were forfeited on 13
November 2018 upon resignation and 833,334
plan options lapsed on 11 February 2019 as not
exercised.
• Cliff Rosenberg was issued 500,000 plan options
(Issued 15 November 2017, unlisted and unvested,
exercisable at $0.25 per option, expire 14 November
2022).
• Marc Goldman was issued 1,000,000 plan options
(Issued 15 November 2017, unlisted and unvested,
exercisable at $0.25 per option, expire 14 November
2022). In addition, Marc Goldman was issued
4,200,000 unlisted options on 1 September 2017.
The option holder is entitled to purchase one fully-
paid share in the Company for $0.25 per option over
the 5-year life of the option to 14 November 2022).
• Rhona Marks was issued 1,000,000 plan options
(Issued 15 November 2017, unlisted and unvested,
exercisable at $0.25 per option, expire 14 November
2022).
• Grant Paterson was issued 2,000,000 unlisted
options (Issued 15 November 2017, unlisted and
unvested, exercisable at 25 cents per option, expire
on 15 November 2022). These were not related to
remuneration.
Issued in the year ended 30 June 2019
• Grant Paterson was issued 750,000 plan options
(Issued 20 December 2018, exercisable at 25 cents
per option, expire on 20 December 2023).
• David Bonham was issued 1,750,000 plan options
(Issued 20 December 2018, unlisted and unvested,
exercisable at $0.25 per option, expire 20 December
2023). 1,166,667 plan options were forfeited on 24
May 2019 upon resignation.
• Peter Leihn was issued 1,500,000 unlisted options
(Issued 2 July 2019, unlisted and unvested,
exercisable at 25 cents per option, expire on 10 April
2024).
Issued in the year ended 30 June 2020
(no effect on this financial report)
• Freya Smith was issued 500,000 unlisted options
(Issued 2 July 2019, unlisted and unvested,
exercisable at 25 cents per option, expire on 14
November 2022).
• Scott Wilkie was issued 500,000 unlisted options
(Issued 2 July 2019, unlisted and unvested,
exercisable at 25 cents per option, expire on 14
November 2022).
Performance rights
Performance rights over ordinary shares issued to directors
and Executive KMP as part of compensation that were
outstanding as at 30 June 2019 are as follows:
Issued in the year ended 30 June 2018
• Tim Ebbeck was issued 3,000,000 performance
rights on 15 November 2017 (1,000,000 unlisted
and unvested Class A performance rights; 1,000,000
unlisted and unvested Class B - Performance Rights;
1,000,000 unlisted and unvested Class C Performance
Rights). These were forfeited on resignation on 13
November 2018.
• Cliff Rosenberg was issued 1,250,000 performance
rights on 15 November 2017 (416,667, unlisted and
unvested Class A Performance Rights; 416,667
unlisted and unvested Class B Performance Rights;
416,666 unlisted and unvested Class C Performance
Rights).
Issued in the year ended 30 June 2019
• Grant Paterson was issued 750,000 performance
rights on 20 December 2018 (250,000 unlisted and
unvested Class A Performance Rights; 250,000
unlisted and unvested Class B Performance Rights and
250,000 unlisted and unvested Class C Performance
Rights).
Issued in the year ended 30 June 2020 (no effect on
this financial report)
• Freya Smith was issued 1,500,000 performance rights
on 2 July 2019 (500,000 unlisted and unvested Class
A Performance Rights; 500,000 unlisted and unvested
Class B Performance Rights and 500,000 unlisted and
unvested Class C Performance Rights).
• Scott Wilkie was issued 1,500,000 performance rights
on 2 July 2019 (500,000 unlisted and unvested Class
A Performance Rights; 500,000 unlisted and unvested
Class B Performance Rights and 500,000 unlisted and
unvested Class C Performance Rights).
• Peter Leihn was issued 9,000,000 performance rights
on 2 July 2019 (3,000,000 unlisted and unvested
Class A Performance Rights; 3,000,000 unlisted and
unvested Class B Performance Rights and 3,000,000
unlisted and unvested Class C Performance Rights).
33
REVENUE
158,500
120,000
153,695
247,610
240,000
OPTIONS OVER ORDINARY SHARES
DIRECTORS’
REPORT
ADDITIONAL INFORMATION
The earnings of the consolidated entity for the five years to 30 June 2019 are summarised below:
2019
$
2018
$
2017
$
2016
$
2015
$
PROFIT/(LOSS) AFTER INCOME TAX
(6,588,667)
(8,679,456)
(2,993,668)
(4,461,184)
1,012,757
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
SHARE PRICE AT FINANCIAL YEAR END ($)
BASIC EARNINGS PER SHARE (CENTS PER SHARE)
2019
0.07
(4.16)
2018
0.28
(7.04)
2017
–
2016
2015
–
(6.62)
(7.30)
–
–
ADDITIONAL DISCLOSURES RELATING TO KMP
Shareholding
The number of shares in the Company held during the financial year by each director and Executive KMP of the consolidated entity,
including their personally related parties, is set out below:
ORDINARY SHARES
DEAN JOSCELYNE*
MARC GOLDMAN**
GRANT PATERSON***
BALANCE AT
THE START OF
THE YEAR
RECEIVED
AS PART
OF REMUN-
ERATION
ADDITIONS
DISPOSALS/
OTHER
BALANCE AT
THE END OF
THE YEAR
25,500,001
4,500,000
–
30,000,001
–
–
–
–
–
–
–
25,500,001
(4,500,000)
-
4,904,167
–
4,904,167
4,904,167
(4,500,000)
30,404,168
*
**
***
Dean Joscelyne holds his interests in shares indirectly through the Joscelyne Investments Pty Ltd atf
Joscelyne Investments Unit Trust of which he is the ultimate controlling party.
Marc Goldman resigned on 29 September 2017 as executive director and on 6 July 2018 as chief operating
officer. Not considered a member of key management personnel at end of year and therefore all holding
removed, although he held 4,200,000 shares at year end.
Grant Paterson was appointed acting chairman and non-executive director on 13 November 2018 and holds
his interests indirectly through Brown Bricks Pty Ltd.
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director and Executive
KMP of the consolidated entity, including their personally related parties, is set out below:
GRANTED
EXERCISED
EXPIRED/
FORFEITED/
OTHER
BALANCE AT
THE END OF THE
YEAR
TIM EBBECK
DEAN JOSCELYNE*
CLIFF ROSENBERG **
MARC GOLDMAN***
RHONA MARKS****
PETER LEIHN
DAVID BONHAM*****
BALANCE AT
THE START OF
THE YEAR
1,250,000
26,200,000
500,000
5,200,000
1,000,000
-
-
-
-
-
-
-
1,500,000
1,750,000
-
-
-
-
-
-
-
-
-
(1,250,000)
-
(1,000,000)
25,200,000
-
500,000
(5,200,000)
(1,000,000)
-
-
-
1,500,000
(1,750,000)
-
-
2,750,000
(10,200,000)
29,950,000
GRANT PATERSON******
2,000,000
750,000
36,150,000
4,000,000
*
**
***
Dean Joscelyne holds his interests in shares indirectly through the Joscelyne Investments Pty Ltd atf
Joscelyne Investments Unit Trust of which he is the ultimate controlling party.
Cliff Rosenberg resigned as director after the financial year. These options lapse on 31 December 2019.
Marc Goldman resigned on 29 September 2017 as executive director and on 6 July 2018 as chief operating officer.
Not considered a member of key management personnel at end of year and therefore all holding
removed, although he held 4,200,000 options at year end.
**** Rhona Marks is not considered a member of key management personnel at end of year and therefore all
holding removed, although she held 1,000,000 options at year end.
***** David Bonhan resigned on 24 May 2019. Not considered a member of key management personnel at end
of year and therefore all holding removed, although he held 583,333 options at year end.
****** Grant Paterson was appointed acting chairman and non-executive director on 13 November 2018
and holds his interests indirectly through Greyskull Nominees Pty Ltd and Brown Bricks Pty Ltd .
Performance rights
The number of performance rights over ordinary shares in the company held during the financial year by each director and Executive
KMP of the consolidated entity, including their personally related parties, is set out below:
PERFORMANCE RIGHTS
TIM EBBECK
CLIFF ROSENBERG *
GRANT PATERSON
BALANCE AT
THE START OF
THE YEAR
3,000,000
1,250,000
-
4,250,000
GRANTED
EXERCISED
EXPIRED/
FORFEITED/
OTHER
BALANCE AT
THE END OF THE
YEAR
-
-
750,000
750,000
-
-
-
_
(3,000,000)
-
-
-
1,250,000
750,000
(3,000,000)
2,000,000
* Cliff Rosenberg resigned as director after the financial year. These performance rights lapse on 31 December 2019.
This concludes the remuneration report, which has been audited.
35
DIRECTORS’
DIRECTORS’
REPORT
REPORT
SHARES UNDER OPTION
Unissued ordinary shares of IXUP under option at the date of this report are as follows:
GRANT DATE
EXPIRY DATE
EXERCISE PRICE
NUMBER UNDER OPTION
1 September 2017
1 September 2017
1 September 2017
15 November 2017
15 November 2017
20 December 2018
10 April 2019
4 July 2019
14 November 2022
14 November 2022
14 November 2022
14 November 2022
14 November 2022
20 December 2023
10 April 2024
14 November 2022
$0.25
$0.25
$0.25
$0.25
$0.25
$0.25
$0.25
$0.25
30,600,000
10,826,470
2,000,000
15,000,000
1,740,000
3,851,666
1,900,000
1,000,000
66,918,136
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of
the Company or of any other body corporate.
SHARES UNDER PERFORMANCE RIGHTS
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 THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the
auditor are outlined in note 20 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 20 to the financial statements do not compromise
the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:
Unissued ordinary shares of IXUP under performance rights at the date of this report are as follows:
• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
GRANT DATE
EXPIRY DATE
EXERCISE PRICE
15 November 2017
20 December 2018
4 July 2019
14 November 2022
14 November 2022
14 November 2022
$0.00
$0.00
$0.00
NUMBER
UNDER RIGHTS
2,250,000
1,750,000
12,000,000
16,000,000
No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate
in any share issue of the Company or of any other body corporate.
SHARES ISSUED ON THE EXERCISE OF OPTIONS
There were no ordinary shares of IXUP issued on the exercise of options during the year ended 30 June 2019 and up to
the date of this report.
SHARES ISSUED ON THE EXERCISE OF PERFORMANCE RIGHTS
There were no ordinary shares of IXUP issued on the exercise of performance rights during the year ended 30 June 2019
and up to the date of this report.
of the auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including
reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company,
acting as advocate for the Company or jointly sharing economic risks and rewards.
OFFICERS OF THE COMPANY WHO ARE FORMER DIRECTORS OF WILLIAM BUCK
AUDIT (WA) PTY LTD
There are no officers of the company who are former directors of William Buck Audit (WA) Pty Ltd.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors’ report.
AUDITOR
William Buck Audit (WA) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act
2001.
INDEMNITY AND INSURANCE OF OFFICERS
On behalf of the directors
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of
the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Grant Paterson
Chairman
29 August 2019
37
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001 TO THE DIRECTORS OF IXUP LIMITED
I declare that, to the best of my knowledge and belief during the year ended 30 June 2019
there have been:
— no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the
audit.
Backed by the best.
IXUP is ISO/IEC 27001 certified,
has a unique governance control
protocol, is powered by Microsoft
Azure and backed by reseller
partners including Deloitte
Australia, Tech Mahindra
and Servian.
William Buck Audit (WA) Pty Ltd
ABN 67 125 012 124
Conley Manifis
Director
Dated this 29th day of August, 2019
39
FINANCIALS
Table of Contents
1. STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
2. STATEMENT OF FINANCIAL POSITION
3. STATEMENT OF CHANGES IN EQUITY
4. STATEMENT OF CASH FLOWS
42
43
44
45
5. NOTES TO THE FINANCIAL STATEMENTS
46
6. DIRECTORS’ DECLARATION
7.
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF IXUP LIMITED
8. SHAREHOLDER INFORMATION
74
76
80
41
FINANCIALS
GENERAL INFORMATION
The consolidated financial report covers IXUP Limited (the “Company”) and its controlled entities (together the
“Consolidated Entity” or “Group”).
IXUP Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office
and principal place of business is:
Lot 10, Level 3
7 Bridge Street
Sydney NSW 2000
A description of the nature of the consolidated entity’s operations and its principal activities are included in the directors’
report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 29 August 2019. The
directors have the power to amend and reissue the financial statements.
CORPORATE GOVERNANCE STATEMENT
The Corporate Governance Statement is available on the Company’s website at ixup.com
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED
NOTE
2019
2018
REVENUE
Revenue
Cost of sales
Gross profit
Interest revenue calculated using the effective interest method
Research & development tax rebate
EXPENSES
Employee benefits expense
Other personnel costs (share-based costs)
Depreciation and amortisation expense
Occupancy cost
Administration costs
Finance costs
LOSS BEFORE INCOME TAX EXPENSE
Income tax expense
LOSS AFTER INCOME TAX EXPENSE FOR THE YEAR
ATTRIBUTABLE TO THE SHAREHOLDERS OF IXUP LIMITED
Other comprehensive income for the year, net of tax
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
ATTRIBUTABLE TO THE SHAREHOLDERS OF IXUP LIMITED
Basic earnings per share
Diluted earnings per share
4
5
29
5
5
6
16
28
28
158,500
(59,608)
98,892
116,095
712,498
(4,264,363)
(465,416)
(571,409)
(218,446)
120,000
(148,935)
(28,935)
89,859
462,974
(2,957,975)
(3,875,180)
(590,058)
(230,169)
(1,989,812)
(1,544,042)
(6,706)
(5,930)
(6,588,667)
(8,679,456)
-
-
(6,588,667)
(8,679,456)
-
-
(6,588,667)
(8,679,456)
Cents
(4.16)
(4.16)
Cents
(7.04)
(7.04)
STATEMENT OF FINANCIAL POSITION
CONSOLIDATED
NOTE
2019
2018
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Other receivables
Other financial assets
Prepayments
Total current assets
NON-CURRENT ASSETS
Property, plant and equipment
Intangibles
Total non-current assets
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Provisions
Total current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
7
8
9
10
11
12
13
14
15
16
2,005,194
35,184
250,000
49,350
1,576,127
291,772
6,052,356
9,823
2,339,728
7,930,078
47,515
-
47,515
73,189
520,244
593,433
2,387,243
8,523,511
-
542,885
263,600
806,485
806,485
-
589,080
230,422
819,502
819,502
1,580,758
7,704,009
16,038,325
16,038,325
7,840,393
7,799,992
(22,297,960)
(16,134,308)
1,580,758
7,704,009
The above statement of financial position should be read in conjunction with the accompanying notes
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
43
FINANCIALS
FINANCIALS
STATEMENT OF CHANGES IN EQUITY
STATEMENT OF CASH FLOWS
ISSUED CAPITAL
RESERVES
ACCUMULATED
LOSSES
TOTAL
DEFICIENCY IN
EQUITY
CONSOLIDATED
NOTE
2019
2018
CONSOLIDATED
$
$
$
$
CASH FLOWS FROM OPERATING ACTIVITIES
Balance at 1 July 2017
3,413,927
1,839,662
(7,454,852)
(2,201,263)
Loss after income tax expense for
the year
Other comprehensive income for the
year, net of tax
Total comprehensive loss for the year
Transactions with shareholders in
their capacity as shareholders:
Contributions of equity, net of
transaction costs (note 14)
-
-
-
11,383,548
-
-
-
-
Share-based payments (note 29)
-
3,875,180
Issue of shares on conversion of
convertible notes
2,500,000
Issue of shares on conversion of loans
826,000
-
-
Issue of options as part of capital raising
(2,085,150)
2,085,150
(8,679,456)
(8,679,456)
-
-
(8,679,456)
(8,679,456)
-
-
-
-
-
11,383,548
3,875,180
2,500,000
826,000
-
Balance at 30 June 2018
16,038,325
7,799,992
(16,134,308)
7,704,009
CONSOLIDATED
$
$
$
$
Balance at 1 July 2018
16,038,325
7,799,992
(16,134,308)
7,704,009
ISSUED CAPITAL
RESERVES
ACCUMULATED
LOSSES
TOTAL EQUITY
Loss after income tax expense for
the year
Other comprehensive income for the
year, net of tax
Total comprehensive loss for the year
-
Transactions with shareholders in
their capacity as shareholders:
Share-based payments (note 29)
Transfer relating to options and rights
expired and/or cancelled
-
-
-
-
-
-
-
(6,588,667)
(6,588,667)
-
-
(6,588,667)
(6,588,667)
465,416
(425,015)
-
465,416
425,015
-
Balance at 30 June 2019
16,038,325
7,840,393
(22,297,960)
1,580,758
The above statement of changes in equity should be read in conjunction with the accompanying notes
Receipts from customers
Payments to suppliers and employees
Interest received
Tax R&D benefit received
198,000
148,500
(6,501,847)
(5,547,026)
150,259
875,130
58,200
300,342
Net cash used in operating activities
26
(5,278,458)
(5,039,984)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment
Payments for investments in term deposits
Proceeds from investments in term deposits
Net cash from/(used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Payment for Share issue transaction costs
Proceeds from issue of convertible notes
Net cash from financing activities
10
14
NET INCREASE IN CASH AND CASH EQUIVALENTS
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning
of the financial year
Cash and cash equivalents at the end of the financial year
7
(94,831)
(250,000)
6,052,356
5,707,525
-
-
-
-
(88,348)
(7,552,356)
1,500,000
(6,140,704)
12,665,150
(1,555,091)
250,000
11,360,059
429,067
179,371
1,576,127
2,005,194
1,396,756
1,576,127
The above statement of cash flows should be read in conjunction with the accompanying notes
45
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the
preparation of the financial statements are set out below.
These policies have been consistently applied to all the
years presented, unless otherwise stated.
NEW OR AMENDED ACCOUNTING STANDARDS AND
INTERPRETATIONS ADOPTED
The consolidated entity 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.
There have been no new and revised standards that
have had a significant impact on the measurement or
disclosure requirements of the Group, except as noted
below.
AASB 9 Financial Instruments
The Company has adopted AASB 9 from 1 July 2018
which has resulted in the following changes to the
accounting policy for financial assets and liabilities.
On 1 July 2018, the Company has assessed which
business models apply to the financial instruments
held by the Company and have classified them into
the appropriate AASB 9 categories. The main effects
resulting from this reclassification are shown in the table
below.
On adoption of AASB 9, the Company classified financial
assets and liabilities as subsequently measured at either
amortised cost or fair value, depending on the business
model for those assets and on the asset’s contractual
cash flow characteristics. There were no changes in the
measurement of the Company’s financial instruments.
There was no impact on the statement of
comprehensive income or the statement of changes in
equity on adoption of AASB 9 in relation to classification
and measurement of financial assets and liabilities.
The following table summarises the impact on the
classification and measurement of the Company’s
financial instruments at 1 July 2018:
The Company does not currently enter into any hedge
accounting and therefore there is no impact to the
Company’s Annual Reports.
AASB 15 Revenue from Contracts with Customers
AASB 15 Revenue from Contracts with Customers
applied to the Group from 1 July 2018 and replaced
AASB 118 Revenue which covers revenue arising from
the sale of goods and the rendering of services.
The new standard is based on the principle that revenue
is recognised when control of a service, or goods,
transfers to a customer.
The Company completed its assessment of the
implications of adopting the new standard and concluded
that, due to the nature of the Group’s services, it did
not have a material impact to the timing of the Groups
revenue recognition.
The Group’s accounting policy under AASB 15 is as
follows.
The core principle of AASB 15 is that revenue is
recognised on a basis that reflects the transfer of
promised goods or services to customers at an amount
that reflects the consideration the Company expects to
receive in exchange for those goods or services. Revenue
is recognised by applying a five-step process outlined in
AASB 15 which is as follows:
Step 1: Identify the contract with a customer;
Step 2: Identify the performance obligations in the
contract and determine at what point they are satisfied;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance
obligations;
Step 5: Recognise revenue as the performance
obligations are satisfied.
PRESENTED IN THE STATEMENT
OF FINANCIAL POSITION
FINANCIAL ASSET
AASB 139
AASB 9
Cash and cash equivalents
Bank deposits
Loans and receivables
Amortised Cost
Trade and other receivables
Loans and receivables
Loans and receivables
Amortised Cost
Other financial assets
Term deposits
Loans and receivables
Amortised Cost
The Group’s revenue recognition accounting policy is that:
• The performance obligation for the implementation of
the software is satisfied when the software has been
installed and is operating materially as contractually
required. Rather than recognising the contracted
revenue evenly over the implementation contract
period (generally 2 to 3 months), under the new
accounting policy, implementation revenue for the
contracted period is recognised at the point in time
when the software has been installed and is operating
materially as contractually required; and
• The performance obligation for providing software
customers with ongoing access to the software
and technical support is satisfied over the
contracted period.
In addition to contracts with customers, the Group
receives interest income from monies held in its bank
accounts, Interest income is recognised on an accruals
basis based on the interest rate, deposited amount and
time which lapses before the reporting period end date.
The expected future Research and Development
incentive, for past qualifying Research and Development
expenditure is accrued as other income when it is
established that the conditions of the Research and
Development incentive have been met and that the
expected amount of the incentive can be reliably
measured.
(i) Identification of performance obligations
The Group has determined that for new software sales,
the licenses and implementation services are quoted as
separate line items and have separate list prices and they
are not distinct performance obligations as the customer
is purchasing customisable software which requires not
only the licenses to be provisioned but the software to
be installed by a qualified implementation consultant. As
such a combined implemented software performance
obligation is presented.
Technical support which is purchased by software
customers to assist with their ongoing use of the
software and is separate from the combined software/
implementation performance obligation.
(ii) Satisfaction of performance obligations
The performance obligation for the implemented software
is satisfied at the point in time when the software has
been installed and is operating materially as contractually
required. It is when the customer has full access to and
control of the software.
The performance obligation for providing software
customers with licencing and technical support remains
throughout the contract period so is satisfied over the
contract period.
GOING CONCERN
The financial report has been prepared on a going
concern basis which assumes the settlement of liabilities
and the realisation of assets in the normal course of
business.
The Company has incurred a loss of $6,588,667 (2018:
$8,679,456) and experienced net cash outflows from
operating activities of $5,278,458 (2018: $5,039,984).
As at 30 June 2019, the Company had cash and cash
equivalents of $2,005,194 (2018: $1,576,127) as well as
cash on deposit of $250,000 (2018: $6,052,356).
The ability of the Company to continue to trade as a going
concern is primarily dependent on the completion of
successful capital raisings.
Notwithstanding the importance of successful capital
raisings, the Company has other mechanisms in its cash
flow management, including:
• Commercialisation of its intellectual property, to
deliver future revenue;
• Deferral or reduction of expenditure, through
agreements with people significantly aligned to the
future of the Company, being major shareholders who
are management / Board members; and
• Recognising that the priority of the Board and
management remains revenue growth, cost
reductions, through items such as premises
consolidation.
Whilst the directors acknowledge there are timing risks
associated with the completion of successful capital
raisings which have a direct impact on the Company’s
ability to meet liabilities when due, the directors believe
that this will be successful.
However, if the capital raising and other factors mentioned
above do not eventuate, there is a material uncertainty
that may cast significant doubt as to whether the
Company will continue as a going concern and, therefore,
whether the Company will realise its assets and discharge
its liabilities in the normal course of business and at the
amounts stated in the financial statements.
The financial statements do not include adjustments
relating to the recoverability and classification of recorded
asset amounts nor to the amounts and classification of
liabilities that might be necessary should the Company
not continue as a going concern.
47
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
BASIS OF PREPARATION
IXUP Limited is domiciled in Australia. The consolidated
financial statements comprise the results of IXUP
Limited (“the Company”) and its controlled entities
(“the Group”). The consolidated financial statements
have been prepared in accordance with Australian
Accounting Standards and Interpretations issued by
the Australia Accounting Standards Board (‘AASB’) and
the Corporations Act 2001, as appropriate for for-profit
oriented entities. These financial statements also comply
with International Financial Reporting Standards as issued
by the International Accounting Standards Board (‘IASB’).
HISTORICAL COST CONVENTION
The financial statements have been prepared under the
historical cost convention, except for, where applicable,
the revaluation of share-based payments and certain
classes of property, plant and equipment.
CRITICAL ACCOUNTING ESTIMATES
The preparation of the financial statements requires
the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the
process of applying the Group’s accounting policies.
The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates
are significant to the financial statements, are disclosed in
note 2.
The significant accounting policies adopted in the
preparation of these financial statements are presented
below.
PARENT ENTITY INFORMATION
In accordance with the Corporations Act 2001, these
financial statements present the results of the Group only.
Supplementary information about the parent entity is
disclosed in note 23.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the
financial statements of the Company and the entities
controlled by the Company. Control is achieved when the
Company:
• Has power over the investee;
•
Is exposed, or has rights, to variable returns from its
involvement with the investee; and
• Has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an
investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control
listed above.
All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between
members of the IXUP Group are eliminated in full on
consolidation.
FOREIGN CURRENCIES
In preparing the financial statements, transactions in
currencies other than the Group’s functional currency
(foreign currencies) are recognised at the rates of
exchange prevailing at the dates of the transactions.
REVENUE RECOGNITION
All revenue is stated net of the amount of goods and
services tax (GST).
The core principle of AASB 15 is that revenue is
recognised on a basis that reflects the transfer of
promised goods or services to customers at an amount
that reflects the consideration the Company expects to
receive in exchange for those goods or services. Revenue
is recognised by applying a five-step process outlined in
AASB 15 which is as follows:
Step 1: Identify the contract with a customer;
Step 2: Identify the performance obligations in the
contract and determine at what point they are satisfied;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance
obligations;
Step 5: Recognise revenue as the performance
obligations are satisfied.
The expected future Research and Development
incentive, for past qualifying Research and Development
expenditure is accrued as other income when it is
established that the conditions of the Research and
Development incentive have been met and that the
expected amount of the incentive can be reliably
measured.
(i) Identification of performance obligations
The Group has determined that for new software sales,
the licenses and implementation services are quoted
as separate line items and have separate list prices and
therefore are not distinct performance obligations as the
customer is purchasing customisable software which
requires not only the licenses to be provisioned but the
software to be installed by a qualified implementation
consultant.
Licensing and technical support which is purchased
by software customers to assist with their ongoing
use of the software and is separate from the software
implementation performance obligation.
(ii) Satisfaction of performance obligations
The performance obligation for the implemented software
is satisfied at the point in time when the software has
been installed and is operating materially as contractually
required. It is when the customer has full access to and
control of the software.
The performance obligation for providing software
customers with licensing and technical support remains
throughout the contract period so is satisfied over the
contract period.
The Group’s revenue recognition accounting policy is that:
CASH AND CASH EQUIVALENTS
• The implementation performance obligation for the
implemented software is satisfied when the software
has been installed and is operating materially as
contractually required. Rather than recognising the
contracted revenue evenly over the implementation
contract period (generally 2 to 3 months), under the
new accounting policy, implementation revenue for
the contracted period is recognised at the point in
time when the software has been installed and is
operating materially as contractually required;
• The performance obligation for providing software
customers with licensing and technical support is
satisfied over the contracted period.
In addition to contracts with customers, the Group
receives interest income from monies held in its bank
accounts, Interest income is recognised on an accruals
basis based on the interest rate, deposited amount and
time which lapses before the reporting period end date.
Cash and cash equivalents comprises cash on hand,
demand deposits and short-term investments which are
readily convertible to known amounts of cash and which
are subject to an insignificant risk of change in value.
TRADE AND OTHER RECEIVABLES
Trade receivables are initially recognised at fair value
and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected
credit losses. Trade receivables are generally due for
settlement within 30 days.
The Group has applied the simplified approach to
measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit
losses, trade receivables have been grouped based on
days overdue.
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised
when the Group becomes a party to the contractual
provisions of the instrument.
Financial assets
Financial assets are initially measured at fair value.
Transaction costs are included as part of the initial
measurement, except for financial assets at fair value
through profit or loss. Such assets are subsequently
measured at either amortised cost or fair value depending
on their classification. Classification is determined based
on both the business model within which such assets are
held and the contractual cash flow characteristics of the
financial asset unless, an accounting mismatch is being
avoided.
Financial assets are derecognised when the rights to
receive cash flows have expired or have been transferred
and the Group has transferred substantially all the risks
and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset,
it’s carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or
at fair value through other comprehensive income are
classified as financial assets at fair value through profit
or loss. Typically, such financial assets will be either: (i)
held for trading, where they are acquired for the purpose
of selling in the short-term with an intention of making a
profit, or a derivative; or (ii) designated as such upon initial
recognition where permitted. Fair value movements are
recognised in profit or loss.
Financial assets at fair value through other
comprehensive income
Financial assets at fair value through other comprehensive
income include equity investments which the Group
intends to hold for the foreseeable future and has
irrevocably elected to classify them as such upon initial
recognition.
Impairment of financial assets
The Group recognises a loss allowance for expected
credit losses on financial assets which are either
measured at amortised cost or fair value through other
comprehensive income. The measurement of the loss
allowance depends upon the Group’s assessment at the
end of each reporting period as to whether the financial
instrument’s credit risk has increased significantly since
initial recognition, based on reasonable and supportable
information that is available, without undue cost or effort
to obtain.
49
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
Where there has not been a significant increase in
exposure to credit risk since initial recognition, a
12-month expected credit loss allowance is estimated.
This represents a portion of the asset’s lifetime expected
credit losses that is attributable to a default event
that is possible within the next 12 months. Where a
financial asset has become credit impaired or where it is
determined that credit risk has increased significantly, the
loss allowance is based on the asset’s lifetime expected
credit losses. The amount of expected credit loss
recognised is measured on the basis of the probability
weighted present value of anticipated cash shortfalls
over the life of the instrument discounted at the original
effective interest rate.
For financial assets measured at fair value through other
comprehensive income, the loss allowance is recognised
within other comprehensive income. In all other cases, the
loss allowance is recognised in profit or loss.
PROPERTY, PLANT AND EQUIPMENT
Each class of property, plant and equipment is carried
at cost less, where applicable, any accumulated
depreciation and impairment losses. Plant and equipment
are measured using the cost model.
Costs include purchase price, other directly attributable
costs and the initial estimate of the costs of dismantling
and restoring the asset, where applicable.
Depreciation is recognised so as to write off the cost or
valuation of assets less their residual values over their
useful lives, using the straight-line method. The estimated
useful lives, residual values and depreciation method are
reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a
prospective basis. An individual asset will be depreciated
in full at the time of purchase if any of the following criteria
is met:
• The cost of the asset is less than $2,000, or
• The asset has an expected useful life of less than 12
months, or
• The asset will become technically obsolete
(particularly relating to computer equipment) in less
than 24 months.
INTANGIBLE ASSETS
Expenditure on research activities is recognised as an
expense in the period in which it is incurred. Where
no internally-generated intangible can be recognised,
development expenditure is recognised in profit or loss in
the period in which it is incurred.
An internally-generated intangible asset arising from
development (or from the development phase of an
internal project) is recognised if, and only if, all of the
following have been demonstrated:
• The technical feasibility of completing the intangible
asset so that it will be available for use or sale;
• The intention to complete the intangible asset and
use or sell it;
• The ability to use or sell the intangible asset; and
• How the intangible asset will generate probable future
economic benefits.
Amortisation is recognised so as to write off the cost
of internally-generated assets over their useful lives,
using the straight-line method. The estimated useful
lives and amortisation method are reviewed at the end
of each reporting period, with the effect of any changes
in estimate accounted for on a prospective basis. The
following useful lives are used in the calculation of
amortisation:
• Software 3.33 years
• Trademarks and other intangibles 8 years
EMPLOYEE BENEFITS
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary
benefits, annual leave and long service leave expected to
be settled wholly within 12 months of the reporting date
are measured at the amounts expected to be paid when
the liabilities are settled.
Equity-settled share-based payments to employees and
others providing similar services are measured at the fair
value of the equity instruments at the grant date. Details
regarding the determination of the fair value of equity-
settled share-based transactions are set out in the notes
to the accounts.
Equity-settled transactions are awards of shares, or
options over shares, that are provided to employees in
exchange for the rendering of services. Cash-settled
transactions are awards of cash for the exchange of
services, where the amount of cash is determined by
reference to the share price.
The costs of equity-settled transactions are measured
at fair value on grant date. Fair value is independently
determined using the Black-Scholes option pricing model
that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date
and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest
rate for the term of the option, together with non-vesting
conditions that do not determine whether the Group
receives the services that entitle the employees to receive
payment. No account is taken of any other vesting
conditions.
The costs of equity-settled transactions are recognised
as an expense with a corresponding increase in equity
over the vesting period. The cumulative charge to profit or
loss is calculated based on the grant date fair value of the
award, the best estimate of the number of awards that are
likely to vest and the expired portion of the vesting period.
The amount recognised in profit or loss for the period is
the cumulative amount calculated at each reporting date
less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at
each reporting date until vested, determined by applying
the Black-Scholes option pricing model, taking into
consideration the terms and conditions on which the
award was granted. The cumulative charge to profit or
loss until settlement of the liability is calculated as follows:
• During the vesting period, the liability at each
reporting date is the fair value of the award at that
date multiplied by the expired portion of the vesting
period.
• From the end of the vesting period until settlement of
the award, the liability is the full fair value of the liability
at the reporting date.
All changes in the liability are recognised in profit or loss.
The ultimate cost of cash-settled transactions is the cash
paid to settle the liability.
Market conditions are taken into consideration in
determining fair value. Therefore any awards subject to
market conditions are considered to vest irrespective
of whether or not that market condition has been met,
provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum
an expense is recognised as if the modification has
not been made. An additional expense is recognised,
over the remaining vesting period, for any modification
that increases the total fair value of the share-based
compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the
Group or employee, the failure to satisfy the condition
is treated as a cancellation. If the condition is not within
the control of the Group or employee and is not satisfied
during the vesting period, any remaining expense for the
award is recognised over the remaining vesting period,
unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as
if it has vested on the date of cancellation, and any
remaining expense is recognised immediately. If a new
replacement award is substituted for the cancelled award,
the cancelled and new award is treated as if they were a
modification.
GOODS AND SERVICES TAX (‘GST’) AND
OTHER SIMILAR TAXES
Revenues, expenses and assets are recognised net of the
amount of goods and services tax (GST), except where
the amount of GST incurred is not recoverable from the
Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of GST.
The net amount of GST recoverable from, or payable to,
the ATO is included as part of receivables or payables in
the statement of financial position.
CURRENT TAX
The tax currently payable is based on taxable profit for
the year. Taxable profit differs from profit before tax as
reported in the statement of profit or loss and other
comprehensive income because of items of income or
expense that are taxable or deductible in other years and
items that are never taxable or deductible. The Group’s
current tax is calculated using tax rates that have been
enacted or substantively enacted by the end of the
reporting period.
Current tax liabilities are therefore measured at the
amounts expected to be paid to / recovered from the
relevant taxation authority.
DEFERRED TAX
Deferred tax is recognised on temporary differences
between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases
used in the computation of taxable profit. Deferred tax
liabilities are generally recognised for all taxable temporary
differences.
Deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it
is probable that taxable profits will be available against
which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not
recognised if the temporary difference arises from the
initial recognition (other than in a business combination)
of assets and liabilities in a transaction that affects neither
the taxable profit nor the accounting profit.
51
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NEW ACCOUNTING STANDARDS AND
INTERPRETATIONS NOT YET MANDATORY
OR EARLY ADOPTED
Australian Accounting Standards and Interpretations that
have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group
for the annual reporting period ended 30 June 2019.
The Group’s assessment of the impact of these new or
amended Accounting Standards and Interpretations,
most relevant to the Group, are set out below.
AASB 16 Leases
The new leasing standard, effective 1 July 2019, replaces
AASB 117 Leases and required that:
• All leases are ‘capitalised’ by recognising the present
value of the leased payments and showing them
either as lease assets (right-of-use assets) or together
with property, plant and equipment.
• A financial liability is recognised representing
obligations to make future lease payments.
The standard permits either a full retrospective or a
modified retrospective approach for the adoption.
The standard will affect primarily the accounting for the
Group’s operating leases. As at 30 June 2019, the Group
had non-cancellable operating lease commitments of
$267,502.
The Company is currently completing its assessment of
the effects of applying the new standard on the Group’s
financial statements, including the extent to which these
commitments will result in the recognition of lease assets
and liabilities for future payments and how this will affect
the Group’s net assets, profit and classification of
cash flows.
NOTE 2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
In the application of the Group’s accounting policies, which are described in Note 1, the directors are required to
make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period. Alternatively, if the
revision affects both current and future periods, the revision to the accounting estimate is recognised in the period of
the revision as well as in future periods.
SHARE-BASED PAYMENT TRANSACTIONS
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-
Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting
estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying
amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
ESTIMATION OF USEFUL LIVES OF ASSETS
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property,
plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical
innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less
than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be
written off or written down.
RECOVERY OF DEFERRED TAX ASSETS
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
NOTE 3. OPERATING SEGMENTS
Identification of reportable operating segments
The Group currently operates in one operating segment being the software industry. The Group continues to consider
new projects in this sector and others by way of acquisition or investment. The Group currently operates in one
geographic segment that being Australia.
The Group determines and presents segments based on information provided by the Board of directors who
collectively are the Group’s Chief Operating Decision Maker. An operating segment is a component of the Group that
engages in business activities from which it may earn revenues and incur expenses.
NOTE 4. REVENUE
Software revenue
CONSOLIDATED
2019
$
2018
$
158,500
120,000
53
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 5. EXPENSES
NOTE 6. INCOME TAX EXPENSE
Loss before income tax includes the following specific expenses:
COST OF SALES
Cost of sales
DEPRECIATION AND AMORTISATION
Depreciation and amortisation
ADMINISTRATIVE COSTS
Professional adviser and legal costs
Consulting costs paid to entities related to the directors
Recruitment costs
Advertising and promotion
Travel and accommodation
Software licenses
Other
EMPLOYEE BENEFITS EXPENSE
Wages and salaries
Superannuation costs
Other employee benefits
OCCUPANCY COSTS
Rent
Other occupancy costs
FINANCE COSTS
Interest costs
CONSOLIDATED
2019
$
2018
$
59,608
148,935
571,409
590,058
675,532
319,349
108,882
255,546
173,257
21,790
435,456
701,383
307,065
84,042
121,507
111,511
89,225
129,309
1,989,812
1,544,042
3,527,760
2,481,101
297,829
438,774
246,003
230,871
4,264,363
2,957,975
174,343
44,103
218,446
182,166
48,003
230,169
NUMERICAL RECONCILIATION OF INCOME TAX EXPENSE
AND TAX AT THE STATUTORY RATE
Loss before income tax expense
Tax at the statutory tax rate of 27.5%
Tax effect amounts which are not deductible/(taxable) in
calculating taxable income:
Share-based payments
Entertainment expenses
Non assessable research & development refund
Sundry items
Current year temporary differences not recognised
Income tax expense
DEFERRED TAX ASSETS AND LIABILITIES
DEFERRED TAX ASSETS NOT RECOGNISED
Deferred tax assets not recognised comprises temporary
differences attributable to:
Employee benefits
Entertainment
Depreciation
Payroll accrual
Deferred tax assets used to offset deferred tax liabilities
Tax losses carried forward
Deferred tax assets not brought into account
Total deferred tax assets not recognised
CONSOLIDATED
2019
$
2018
$
(6,588,667)
(1,811,883)
(8,679,456)
(2,386,850)
127,989
1,065,674
-
(195,937)
-
2,782
(127,318)
(454)
(1,879,831)
(1,446,166)
1,879,831
1,446,166
-
-
CONSOLIDATED
2019
$
2018
$
9,124
5,519
157,137
427
(42,441)
4,095,549
39,685
2,783
162,266
13,571
(261,980)
1,490,227
(4,225,315)
(1,446,552)
-
-
6,706
5,930
The above potential tax benefit for tax losses has not been recognised in the statement of financial position.
These tax losses can only be utilised in the future if the same business test is passed.
SHARE-BASED PAYMENTS EXPENSE
Share-based payments expense
465,416
3,875,180
The tax rate used for the reconciliation above is the relevant corporate tax rate payable by the Company on taxable
profits under Australian tax law.
Income tax benefit is the R&D government incentive tax benefit.
Deferred tax assets have not been recognised in respect of the above items because it is not possible at this stage of
development to explicitly confirm the probability that future taxable profit will be available against which the Company
can utilise these benefits.
55
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 6. (CONTINUED) INCOME TAX EXPENSE
NOTE 7. CURRENT ASSETS - CASH AND CASH EQUIVALENTS
DEFERRED TAX LIABILITY NOT RECOGNISED
Accrued expenses
Deferred tax assets used to offset deferred tax liabilities
CONSOLIDATED
2019
$
2018
$
(42,441)
42,441
-
(261,980)
261,980
-
CONSOLIDATED
2019
$
2018
$
Cash at bank
Term deposits
NOTE 8. CURRENT ASSETS - OTHER RECEIVABLES
TAX LOSSES NOT RECOGNISED
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 27.5%
14,892,906
4,095,549
5,419,007
1,490,227
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax
losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test
is passed.
Trade receivables
R&D tax rebate receivable
Interest receivable
GST
The tax rate used for the reconciliation above is the relevant corporate tax rate payable by the Company on taxable
profits under Australian tax law.
NOTE 9. CURRENT ASSETS - OTHER FINANCIAL ASSETS
Deferred tax assets have not been recognised in respect of the above items because it is not possible at this stage of
development to explicitly confirm the probability that future taxable profit will be available against which the Company can
utilise these benefits.
Term deposits
Term deposits have maturity dates of more than 3 months but less than 12 months.
CONSOLIDATED
2019
$
2,005,194
-
2,005,194
2018
$
1,076,127
500,000
1,576,127
CONSOLIDATED
2019
$
2018
$
1,100
-
-
34,084
35,184
-
162,632
30,586
98,554
291,772
CONSOLIDATED
2019
$
2018
$
250,000
6,052,356
57
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 10. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT
NOTE 11. NON-CURRENT ASSETS - INTANGIBLES
Leasehold improvements - at directors' valuation
Less: Accumulated depreciation
Computer equipment - at cost
Less: Accumulated depreciation
Office equipment - at cost
Less: Accumulated depreciation
CONSOLIDATED
2019
$
2018
$
73,269
(29,388)
43,881
68,253
(64,619)
3,634
75,922
(75,922)
-
47,515
73,269
(80)
73,189
48,165
(48,165)
-
71,297
(71,297)
-
73,189
RECONCILIATIONS
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
LEASEHOLD
IMPROVEMENTS
COMPUTER
EQUIPMENT
OFFICE
EQUIPMENT
CONSOLIDATED
Balance at 1 July 2017
Additions
Depreciation expense
Balance at 30 June 2018
Additions
Depreciation expense
Balance at 30 June 2019
$
-
73,269
(80)
73,189
-
(29,308)
43,881
$
-
23,118
(23,118)
-
20,088
(16,454)
3,634
$
-
43,574
(43,574)
-
4,625
(4,625)
TOTAL
$
-
139,961
(66,772)
73,189
24,713
(50,387)
Development - at cost
Less: Accumulated amortisation
Intellectual property - at cost
Less: Accumulated amortisation
CONSOLIDATED
2019
$
2018
$
1,731,909
1,731,909
(1,731,909)
(1,252,724)
-
-
-
-
-
479,185
53,113
(12,054)
41,059
520,244
RECONCILIATIONS
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
CONSOLIDATED
Balance at 1 July 2017
Balance at 30 June 2018
Amortisation expense
DEVELOPMENT
INTELLECTUAL
PROPERTY
$
$
TOTAL
$
479,185
41,059
520,244
479,185
(479,185)
41,059
(41,059)
520,244
(520,244)
Balance at 30 June 2019
-
-
-
The Company reviews its intangible assets for impairment when events or changes in circumstances indicate the carrying
value may not be recoverable.
As at 30 June 2019, the gross carrying value of Developed Software equated to $1,731,909 (2018; $1,731,909). This
asset was originally capitalised at this gross value with effect September 2015 and is being depreciated on a straight-line
basis at 30% per annum.
-
47,515
Accumulated depreciation of this software totalled $1,731,909 (2018: $1,252,724), giving net written down value of $nil
(2018:479,185) at financial year end.
59
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 12. CURRENT LIABILITIES –
TRADE AND OTHER PAYABLES
Trade payables
Accrued expenses
PAYG withholding payable
Superannuation payable
Income in advance
Wages payable
Other payables
CONSOLIDATED
2019
$
2018
$
132,228
92,406
75,926
78,379
37,500
113,159
13,287
542,885
301,994
72,971
114,148
76,827
15,000
-
8,140
589,080
Refer to note 18 for further information on financial instruments.
The average credit period allowed by trade creditors to the Group which are not related parties is approximately 24 days.
NOTE 14. EQUITY – ISSUED CAPITAL
CONSOLIDATED
2019
SHARES
2018
SHARES
2019
$
2018
$
Ordinary shares - fully paid
158,443,751
158,443,751
16,038,325
16,038,325
MOVEMENTS IN ORDINARY SHARE CAPITAL
DETAILS
Balance
Issue of shares
Conversion of loans
Conversion of loans
IPO issue of shares
Share issue costs
Balance
Balance
DATE
SHARES
$
1 July 2017
64,750,001
3,413,927
1 September 2017
4 September 2017
1,031,250
5,162,500
165,000
826,000
15 November 2017
25,000,000
2,500,000
15 November 2017
62,500,000
12,500,000
30 June 2018
30 June 2019
-
(3,366,602)
158,443,751
16,038,325
158,443,751
16,038,325
NOTE 13. CURRENT LIABILITIES – PROVISIONS
Options (Refer to note 29 for further information on Options)
Annual leave
CONSOLIDATED
2019
$
2018
$
263,600
230,422
DETAILS
Balance
DATE
OPTIONS
$
1 July 2017
Issue of plan options to employees and directors
1 November 2017
Issue of unlisted options
1 September 2017
Issue of unlisted plan options to Cygnet Capital
15 November 2017
-
7,070,000
30,600,000
15,000,000
Conversion of warrants held by Asia
Principal Capital
1 September 2017
10,826,470
Balance
Issue of unlisted options
30 June 2018
20 December 2018
Issue of plan options to employees and directors
10 April 2019
Expired and/or cancelled during the year
63,496,470
5,685,000
1,900,000
(5,163,334)
Balance
30 June 2019
65,918,136
Performance Rights (Refer to note 29 for further information on Performance Rights)
DETAILS
Balance
Issue of performance rights to directors
and advisory board members
Balance
Expired and/or cancelled during the period
Issue of performance rights to directors
Issue of performance rights to employees
Balance
DATE
1 July 2017
15 November 2017
30 June 2018
20 December 2018
20 December 2018
30 June 2019
PERFORMANCE
RIGHTS
$
-
5,250,000
5,250,000
(3,000,000)
750,000
1,000,000
4,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
61
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
ORDINARY SHARES
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in
proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and
the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
CAPITAL RISK MANAGEMENT
The consolidated entity’s objectives when managing capital is to safeguard its ability to continue as a going concern, so
that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital struc-
ture to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculat-
ed as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current Company’s share price at the time of the investment. The consolidated entity is not
actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in
order to maximise synergies.
MOVEMENTS IN RESERVES
Movements in each class of reserve during the current and previous financial year are set out below:
CONSOLIDATED
Balance at 1 July 2017
Issue of options as part of capital raising
Share based payments
Balance at 30 June 2018
Share based payments
Transfer relating to options and rights expired and/or
cancelled
EQUITY-SETTLED
RESERVE
$
1,839,662
-
-
1,839,662
-
-
OPTIONS
RESERVE
$
-
2,085,150
3,875,180
5,960,330
465,416
TOTAL
$
1,839,662
2,085,150
3,875,180
7,799,992
465,416
(425,015)
(425,015)
Balance at 30 June 2019
1,839,662
6,000,731
7,840,393
NOTE 16. EQUITY - ACCUMULATED LOSSES
CONSOLIDATED
2019
$
(16,134,308)
(6,588,667)
425,015
2018
$
(7,454,852)
(8,679,456)
-
NOTE 15. EQUITY – RESERVES
CONSOLIDATED
Loss after income tax expense for the year
Accumulated losses at the beginning of the financial year
Equity-settled reserves
Options reserve
EQUITY-SETTLED RESERVE
2019
$
1,839,662
6,000,731
7,840,393
2018
$
1,839,662
5,960,330
7,799,992
Transfer relating to options and rights expired and/or cancelled
Accumulated losses at the end of the financial year
(22,297,960)
(16,134,308)
NOTE 17. EQUITY - DIVIDENDS
There were no dividends paid, recommended or declared during the current or previous financial year.
On 19 October 2016, 11,426,470 warrants were issued to Asia Principal Capital Group Pte Ltd as part of a restructure of the
IXUP Group. Subject to the terms of the warrant deed, the warrants entitled the holder to subscribe for the number of ordinary
shares in the Company equal to 15% of the fully diluted outstanding capital of the Company. These warrants were cancelled
and equivalent options were issued in their place on 1 September 2017.
NOTE 18. FINANCIAL INSTRUMENTS
FINANCIAL RISK MANAGEMENT OBJECTIVES
To determine the fair value of the warrants, the IXUP Group engaged the support of a professional adviser, who estimated the
fair value of the warrants using a widely accepted valuation methodology and assumptions based on historical data for similar
publicly-listed securities.
OPTIONS RESERVE
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration
as part of their compensation for services.
The Group’s finance function provides services to the business, co-ordinates access to banking facilities, and monitors
and manages the financial risks relating to the operations of the Group in accordance with the decisions of the directors.
In the reporting period, the Group was not exposed to material financial risks of changes in foreign currency exchange
rates. Accordingly, the Group did not employ derivative financial instruments to hedge currency risk exposures.
63
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 18. (CONTINUED) FINANCIAL INSTRUMENTS
NOTE 18. (CONTINUED) FINANCIAL INSTRUMENTS
FINANCIAL ASSETS
Cash and cash equivalents
Other receivables and other assets
Other financial assets
FINANCIAL LIABILITIES
Trade and other payables
MARKET RISK
Interest rate risk
Interest rate risk is the risk that the future cash flows of
a financial instrument will fluctuate because of changes
in market interest rates. The group’s exposure to the
risk of changes in market interest rates relates primarily
to the group’s cash held on term deposit. A sensitivity
analysis was performed and the assessment determined
that a movement in interest rates is not considered to be
material to the group’s profit and loss.
Credit risk
Credit risk refers to the risk that a counterparty will
default on its contractual obligations resulting in financial
loss to the Group. The Group has adopted a policy
of only dealing with creditworthy counterparties and
obtaining sufficient collateral, where appropriate, as
a means of mitigating the risk of financial loss from
defaults.
The Group does not have significant credit risk exposure
to any single counterparty at the reporting date.
The credit risk on liquid cash funds is limited because
the counterparties are banks with high credit-ratings
assigned by international credit-rating agencies. The
Group is not exposed to credit risk in relation to financial
guarantees given to banks, because it has no such
guarantees outstanding at the reporting date.
The consolidated entity has adopted a lifetime expected
loss allowance in estimating expected credit losses to
trade receivables through the use of a provisions matrix
using fixed rates of credit loss provisioning. These
provisions are considered representative across all
customers of the consolidated entity based on recent
sales experience, historical collection rates and forward-
looking information that is available.
CONSOLIDATED
2019
$
2018
$
2,005,194
84,534
250,000
2,339,728
1,576,127
301,595
6,052,356
7,930,078
542,885
589,080
Total non-derivatives
Generally, trade receivables are written off when there is
no reasonable expectation of recovery. Indicators of this
include the failure of a debtor to engage in a repayment
plan, no active enforcement activity and a failure to make
contractual payments for a period greater than 1 year.
Liquidity risk
Ultimate responsibility for liquidity risk management rests
with the board of directors, which periodically reviews
the Group’s short, medium and long-term funding and
liquidity management requirements. The Group manages
liquidity risk by maintaining reserves and banking facilities,
by continuously monitoring forecast and actual cash
flows, and by matching the maturity profiles of financial
assets and liabilities where possible.
Remaining contractual maturities
The following tables detail the consolidated entity’s
remaining contractual maturity for its financial instrument
liabilities. The tables have been drawn up based on the
undiscounted cash flows of financial liabilities based
on the earliest date on which the financial liabilities are
required to be paid. The tables include both interest and
principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their
carrying amount in the statement of financial position.
WEIGHTED
AVERAGE
INTEREST
RATE
1 YEAR OR
LESS
BETWEEN 1
AND 2 YEARS
BETWEEN 2
AND 5 YEARS
OVER 5
YEARS
CONSOLIDATED - 2019
%
$
NON-DERIVATIVES
Non-interest bearing
Trade payables
Other payables
Provisions
-
-
-
132,228
410,657
263,600
806,485
$
-
-
-
-
$
-
-
-
-
WEIGHTED
AVERAGE
INTEREST
RATE
1 YEAR OR
LESS
BETWEEN 1
AND 2 YEARS
BETWEEN 2
AND 5 YEARS
OVER 5
YEARS
CONSOLIDATED - 2018
%
$
NON-DERIVATIVES
Non-interest bearing
Trade payables
Other payables
Provisions
Total non-derivatives
-
-
-
-
255,091
333,989
230,422
819,502
$
-
-
-
-
$
-
-
-
-
REMAINING
CONTRACTUAL
OBLIGATIONS
$
132,228
410,657
263,600
806,485
REMAINING
CONTRACTUAL
MATURITIES
$
255,091
333,989
230,422
819,502
$
-
-
-
-
$
-
-
-
-
The cash flows in the maturity analysis above are not
expected to occur significantly earlier than contractually
disclosed above.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The directors consider that the carrying amounts of
financial assets and financial liabilities recognised in the
consolidated financial statements approximate their
fair values.
CAPITAL MANAGEMENT
The Group manages its capital to ensure that entities in
the Group will be able to continue as going concerns
while maximising the return to stakeholders. The capital
structure of the Group consists of net cash (there were no
borrowings at year end offset by cash as detailed in notes
7 and 9) and equity (detailed in note 14).
As at reporting date, the Group had net assets
of $1,580,759 (2018: $7,704,009) and equity of
$16,038,325 (2018: $16,038,325).
65
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 19. KEY MANAGEMENT PERSONNEL DISCLOSURES
NOTE 20. REMUNERATION OF AUDITORS
DIRECTORS
The following persons were directors of IXUP Limited during the financial year:
Tim Ebbeck
Chairman and Acting Chief Executive Officer (CEO)
(Resigned 13 November 2018)
Dean Joscelyne
(Executive Director)
Cliff Rosenberg Non-Executive Director
During the financial year the following fees were paid or payable for services provided by William Buck Audit (WA) Pty Ltd, the
auditor of the Company:
AUDIT SERVICES – WILLIAM BUCK AUDIT (WA) PTY LTD
CONSOLIDATED
2019
$
2018
$
Grant Paterson Acting Chairman and Non-Executive Director
(Appointed 13 November 2018)
Audit or review of the financial statements
36,000
36,000
Other Executive KMP
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of
the consolidated entity, directly or indirectly, during the financial year:
David Bonham Chief Financial Officer as from 12 March 2018 and
Chief Operating Officer as from 12 July 2018
(Resigned 24 May 2019)
Peter Leihn
CEO (From 2 July 2019 Managing Director)
COMPENSATION
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
OTHER SERVICES – WILLIAM BUCK CONSULTING (WA) PTY LTD
Preparation of an Investigating Accountant's Report
-
36,000
10,565
46,565
NOTE 21. COMMITMENTS
Operating leases relate to office leases with lease terms of 3 years. Non-cancellable operating lease commitments are as
follows:
Short-term employee benefits
Post-employment benefits
Share-based payments
CONSOLIDATED
2019
$
2018
$
1,007,534
1,053,521
75,698
175,160
1,258,392
64,584
3,623,612
4,741,717
LEASE COMMITMENTS - OPERATING
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
On 18 August 2017, the Company exercised the options to renew its office
leases for a further term of 3 years.
NOTE 22. RELATED PARTY TRANSACTIONS
CONSOLIDATED
2019
$
2018
$
217,348
109,554
326,902
214,454
327,776
542,230
PARENT ENTITY
TRANSACTIONS WITH RELATED PARTIES
IXUP Limited is the parent entity.
SUBSIDIARIES
Interests in subsidiaries are set out in note 24.
KEY MANAGEMENT PERSONNEL
Disclosures relating to key management personnel are
set out in note 19 and the remuneration report included
in the directors’ report.
Mr Dean Joscelyne is the ultimate controlling party of
YDCJ Pty Ltd atf YDCJ Unit Trust and Destria Pty Ltd.
Mr Cliff Rosenberg is the beneficial owner of Rosenberg
Trading Pty Ltd.
Mr Tim Ebbeck is the beneficial owner of Ebbeck Family
Trust t/as Ebbeck TIG Consulting.
Mr Grant Paterson is a partner in GPT Legal
67
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 22. (CONTINUED) RELATED PARTY TRANSACTIONS
NOTE 23. PARENT ENTITY INFORMATION
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been
eliminated on consolidation and are not disclosed in this note. The following transactions occurred with related parties and are
GST inclusive:
Set out below is the supplementary information about the parent entity.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
PAYMENT FOR GOODS AND SERVICES:
Payment to Rosenberg Trading Pty Ltd for consulting services
66,266
41,250
CONSOLIDATED
2019
$
2018
$
Payment to Ebbeck Family Trust t/as Ebbeck TIG Consulting for
consulting services
Payment to YDCJ Pty Ltd atf YDCJ Unit Trust as landlord for
company premises
AMOUNTS OWED TO RELATED PARTIES:
YDCJ Pty Ltd atf YDCJ Unit Trust
Mr Dean Joscelyne
Rosenberg Trading Pty Ltd
GPT Legal (from date of appointment of Mr Paterson)
LOANS TO/FROM RELATED PARTIES
102,920
296,522
159,675
162,133
CONSOLIDATED
2019
$
2018
$
13,735
5,481
11,000
-
26,786
14,616
5,500
N/A
There were no loans to or from related parties at the current and previous reporting date.
TERMS AND CONDITIONS
All transactions were made on normal commercial terms and conditions and at market rates.
Loss after income tax
Total comprehensive loss
STATEMENT OF FINANCIAL POSITION
Total current assets
Total assets
Total current liabilities
Total liabilities
EQUITY
Issued capital
Equity-settled reserves
Options reserve
Accumulated losses
Total equity
PARENT
2019
$
(1,506,439)
(1,506,439)
2018
$
(716,693)
(716,693)
PARENT
2019
$
2018
$
2,308,933
10,571,376
11,053,521
19,315,784
(11,026,581)
(11,026,581)
(70,170)
(70,170)
16,038,326
16,038,326
1,839,662
6,000,731
7,799,662
-
(1,798,617)
(4,592,373)
22,080,102
19,245,614
GUARANTEES ENTERED INTO BY THE PARENT ENTITY IN RELATION TO THE DEBTS OF ITS SUBSIDIARIES
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2019 and 30 June 2018.
CONTINGENT LIABILITIES
The parent entity had no contingent liabilities as at 30 June 2019 and at 30 June 2018.
CAPITAL COMMITMENTS - PROPERTY, PLANT AND EQUIPMENT
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2019 and 30 June 2018.
SIGNIFICANT ACCOUNTING POLICIES
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1,
except for the following:
•
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
• Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an
indicator of an impairment of the investment.
69
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 24. INTERESTS IN SUBSIDIARIES
NOTE 27. NON-CASH INVESTING AND FINANCING ACTIVITIES
The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-owned subsidiaries in
accordance with the accounting policy described in note 1:
NAME
PRINCIPAL ACTIVITIES
PRINCIPAL PLACE
OF BUSINESS /
COUNTRY OF
INCORPORATION
IXUP Operations Pty Ltd
Software development Australia
IXUP IP Pty Ltd
Software patents
Australia
NOTE 25. EVENTS AFTER THE REPORTING PERIOD
PARENT
OWNERSHIP
INTEREST
OWNERSHIP
INTEREST
2019
%
100%
100%
2018
%
100%
100%
No matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the
consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future
financial years.
NOTE 26. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH USED IN OPERATING
ACTIVITIES
Loss after income tax expense for the year
(6,588,667)
(8,679,456)
CONSOLIDATED
2019
$
2018
$
ADJUSTMENTS FOR:
Depreciation and amortisation
Share-based payments
CHANGE IN OPERATING ASSETS AND LIABILITIES:
(Increase)/decrease in other receivables and other assets
(Increase)/decrease in Tax R&D benefit receivable
Decrease in trade and other payables
Increase in provisions
571,409
465,416
590,058
3,875,180
123,768
162,632
(46,194)
33,178
(121,561)
(162,632)
(646,103)
104,530
NET CASH USED IN OPERATING ACTIVITIES
(5,278,458)
(5,039,984)
During the current year, the Group did not enter into any non-cash investing and financing activities.
During the year ended 30 June 2018, the Group entered into the following non-cash investing and financing activities, which
are not reflected in the consolidated statement of cash flows:
(a) The Company repaid loans totalling $3,326,000 via issue of 30,162,500 shares totalling.
(b) The Company issued 1,031,250 shares in repayment of advisor fees to Cygnet Capital.
NOTE 28. EARNINGS PER SHARE
CONSOLIDATED
2019
$
2018
$
Loss after income tax attributable to the shareholders of IXUP Limited
(6,588,667)
(8,679,456)
Basic earnings per share
Diluted earnings per share
Weighted average number of ordinary shares used in calculating basic
earnings per share
Weighted average number of ordinary shares used in calculating diluted
earnings per share
CENTS
CENTS
(4.16)
(4.16)
(7.04)
(7.04)
NUMBER
NUMBER
158,443,751
123,223,237
158,443,751
123,223,237
NOTE 29. SHARE-BASED PAYMENTS AND PERFORMANCE RIGHTS
During the year ended 30 June 2017 IXUP issued 7,070,000 Plan Options to employees. Vesting occurs over 3 years
in equal instalments. The Plan Options have been valued using the Black Scholes Model with independent advice. The
calculated Black Scholes Valuation is $0.134 per Plan Option which is $403,513 recognised during the year ended 30
June 2018 as part of Share-based payments.
In September 2017 IXUP issued 30,600,000 Unlisted Options to Directors and advisory board members. The Unlisted
Options have vested and are escrowed. The Unlisted Options have been valued using the Black Scholes Model with
independent advice. The calculated Black Scholes Valuation is $0.106 per Unlisted Option which equates to $3,243,600
recognised during the year ended 30 June 2018 as part of Share-based payments.
In November 2017 IXUP issued 15,000,000 Unlisted Options to Cygnet Capital. The Unlisted Options have vested and
are escrowed. The Unlisted Options have been valued using the Black Scholes Model with independent advice. The
calculated Black Scholes Valuation is $0.139 per Unlisted Option which equates to $2,085,000 and this has been offset
against Issued Capital as these options relate to the capital raising.
In September 2017 IXUP converted warrants held by Asia Principal Capital Limited to 10,826,470 Unlisted Options. The
strike price of each option is $0.25 and term is 5 years from the grant date. The remeasurement of the fair value of the
unlisted options after the conversion was not taken into account in accordance with AASB 2 Share-based payments as it
resulted in a decrease in the fair value of the equity instruments granted.
71
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
NOTE 29. (CONTINUED) SHARE-BASED PAYMENTS AND PERFORMANCE RIGHTS
NOTE 29. (CONTINUED) SHARE-BASED PAYMENTS AND PERFORMANCE RIGHTS
In September 2017 IXUP issued 5,250,000 Performance Rights to directors and advisory board members. The rights
have been valued with reference to market price, adjusted for probability of vesting between 40% to 90% and an
expense of $291,667 had been recognised during the year ended 30 June 2018 as part of Share-based payments.
Vesting occurs in equal instalments subject to revenue targets and tenure conditions being achieved.
The weighted average exercise share price during the financial year was $0.25 (2018: $0.25).
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.5 years
(2018: 4.5 years).
Set out below are summaries of performance rights granted during the year:
During the year ended 30 June 2019 IXUP issued 5,685,000 Plan Options to employees. Vesting occurs over 3 years in
equal instalments. The Plan Options have been valued using the Black Scholes Model by the Company. The calculated
Black Scholes Valuation is $0.047 per Plan Option which is $89,417 recognised during the year ended 30 June 2019 as
part of Share-based payments.
During the year ended 30 June 2019 IXUP issued 1,900,000 Plan Options to employees. Vesting occurs over 3 years
in equal instalments. The Plan Options have been valued using the Black Scholes Model with independent advice. The
calculated Black Scholes Valuation is $0.043 per Plan Option which is $27,645 recognised during the year ended 30
June 2019 as part of Share-based payments.
Set out below are summaries of options issued during the year:
2019
GRANT DATE
EXPIRY DATE
EXERCISE
PRICE
BALANCE AT
THE START OF
THE YEAR
GRANTED
EXERCISED
EXPIRED/
FORFEITED/
OTHER
BALANCE AT END
OF THE YEAR
01/09/2017
14/11/2022
$0.25
10,826,470
01/09/2017
15/11/2017
01/09/2017
15/11/2017
20/12/2018
10/04/2019
14/11/2022
14/11/2022
14/11/2022
14/11/2022
20/12/2023
10/04/2024
$0.25
$0.25
$0.25
$0.25
$0.25
$0.25
30,600,000
15,000,000
2,000,000
5,070,000
-
-
5,685,000
1,900,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(3,330,000)
(1,833,334)
-
10,826,470
30,600,000
15,000,000
2,000,000
1,740,000
3,851,666
1,900,000
Weighted average exercise price
$0.25
$0.25
$0.00
$0.25
$0.25
63,496,470
7,585,000
-
(5,163,334)
65,918,136
2018
GRANT DATE
EXPIRY DATE
EXERCISE
PRICE
BALANCE AT
THE START OF
THE YEAR
GRANTED
EXERCISED
EXPIRED/
FORFEITED/
OTHER
BALANCE AT END
OF THE YEAR
01/09/2017
01/09/2017
15/11/2017
01/09/2017
15/11/2017
14/11/2022
14/11/2022
14/11/2022
14/11/2022
14/11/2022
$0.25
$0.25
$0.25
$0.25
$0.25
-
-
-
-
-
-
10,826,470
30,600,000
15,000,000
2,000,000
5,070,000
63,496,470
-
-
-
-
-
-
-
-
-
-
-
-
10,826,470
30,600,000
15,000,000
2,000,000
5,070,000
63,496,470
Weighted average exercise price
$0.00
$0.25
$0.00
$0.00
$0.25
2019
GRANT DATE
EXPIRY DATE
BALANCE AT
THE START OF
THE YEAR
GRANTED
EXERCISED
EXPIRED/
FORFEITED/
OTHER
BALANCE AT END OF
THE YEAR
20/12/2018
14/11/2022
5,250,000
1,750,000
5,250,000
1,750,000
-
-
(3,000,000)
(3,000,000)
4,000,000
4,000,000
The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was
4.5 years (2017: nil).
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at
the grant date, are as follows:
2018
GRANT DATE
EXPIRY DATE
EXERCISE
PRICE
BALANCE AT
THE START OF
THE YEAR
GRANTED
EXERCISED
EXPIRED/
FORFEITED/
OTHER
BALANCE AT
END OF THE
YEAR
15/11/2017 14/11/2022
$0.00
–
–
5,250,000
5,250,000
-
-
-
-
5,250,000
5,250,000
The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was
3.4 years (2018: 4.5 years)
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at
the grant date, are as follows:
GRANT DATE
EXPIRY DATE SHARE PRICE
AT GRANT
DATE
EXERCISE
PRICE
EXPECTED
VOLATILITY
DIVIDEND
YIELD
RISK-FREE
INTEREST RATE
FAIR VALUE
AT GRANT DATE
20/12/2018 20/12/2023
$0.10
10/04/2019 10/04/2024
$0.09
$0.25
$0.25
80.00%
80.00%
-
-
1.98%
1.48%
$0.047
$0.043
* Note that the fair value has been further adjusted to reflect the probability of the options being vested for the purpose of
determining the expense recognised in the share-based payment.
For the performance rights granted during the current financial year, the valuation model inputs used to determine the fair
value at the grant date, are as follows:
GRANT DATE
EXPIRY DATE SHARE PRICE
AT GRANT
DATE
PROBABILITY
OF VESTING
T1
PROBABILITY
OF VESTING
T2
PROBABILITY
OF VESTING
T3
Set out below are the options exercisable at the end of the financial year (but still in escrow until 5/11/2019):
13/11/2018 14/11/2022
$0.10
90.00%
70.00%
40.00%
GRANT DATE
EXPIRY DATE
01/09/2017
15/11/2017
14/11/2022
14/11/2022
2019
NUMBER
2018
NUMBER
30,000,000
30,000,000
15,000,000
15,000,000
45,000,000
45,000,000
73
Directors’ declaration
In the directors’ opinion:
•
•
•
•
the attached financial statements and notes comply
with the Corporations Act 2001, the Accounting
Standards, the Corporations Regulations 2001 and
other mandatory professional reporting requirements;
the attached financial statements and notes comply
with International Financial Reporting Standards as
issued by the International Accounting Standards
Board as described in note 1 to the financial
statements;
the attached financial statements and notes give a
true and fair view of the consolidated entity’s financial
position as at 30 June 2019 and of its performance
for the financial year ended on that date; and
there are reasonable grounds to believe that the
Company will be able to pay its debts as and when
they become due and payable.
The directors have been given the declarations required
by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made
pursuant to section 295(5)(a) of the Corporations Act
2001.
On behalf of the directors
Grant Paterson
Chairman
29 August 2019
.
IXUP lets you unlock the power
of big data by removing the
threat of data breaches or misuse
to reveal the insights you need
to build a better business.
75
IXUP Limited
Independent auditor’s report to members
IXUP Limited
Independent auditor’s report to members
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of IXUP Limited (the Company and its subsidiaries
(the Group)), which comprises the consolidated statement of financial position as at 30
June 2019, the consolidated statement of profit or loss and other comprehensive
income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other explanatory
information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group, is in accordance with the
Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2019 and
of its financial performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations
2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our
responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional
and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants
(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.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 on page 27 of the financial statements which indicates that
the Group incurred a net loss before income tax of $6,588,667 and a net cash outflow
from operations of $5,278,458 for the year ended 30 June 2019. As stated in Note 1,
these events or conditions, along with other matters set forth in Note 1, indicate a
material uncertainty exists that may cast significant doubt on the Group’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
IXUP Limited
Independent auditor’s report to members
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.
RELATED PARTY TRANSACTIONS
Area of focus
Refer also to Remuneration Report on pages 8 to 17
and Note 22
There have been numerous related party
transactions with entities where key
management personnel of the Group have
interests and/or are directors. As, such, there is
a risk that not all related party transactions are
disclosed in the financial report or that related
party transactions have been made on non-
arm’s length basis. This could result in
insufficient information being provided in order
to enable the reader to understand the nature
and effect of the various related party
relationships and transactions.
How our audit addressed it
Our audit procedures included:
— Comparing the list of related parties
provided by the directors with internal and
external sources;
— Conducting an ASIC search for external
directorships held by the board members
and key management personnel to evaluate
whether all related party relationships and
transactions had been appropriately
identified and disclosed; and
— Assessing whether related party
transactions were conducted at arm’s length
by comparing the basis of the transactions
to external sources.
For each class of related party transaction, we
compared the financial statement disclosures
against the underlying transactions and the
accounting and Corporations Act 2001
requirements.
SHARE BASED PAYMENTS
Area of focus
Refer also to Remuneration Report on pages 8 to 17
and Note 29
The Group issued plan options to employees
and directors under Employee Incentive Plans
which included performance, contribution and
service conditions
Under the Employee Incentive Plan the Group
issued 5,685,000 planned options exercisable at
$0.25 on or before 20 December 2023.
Under the Employee Incentive Plan the Group
also issued 1,900,000 planned options
exercisable at $0.25 on or before 10 April 2024.
How our audit addressed it
Our audit procedures included:
— Evaluating the fair value of the share-based
payment arrangement by agreeing
assumptions to third party evidence. In
determining the grant date, we evaluated
what was the most appropriate date based
on the terms and conditions of the share-
based payment arrangement; and
— For the specific application of the Black
Scholes model, we assessed the
experience of the company secretary who
77
IXUP Limited
Independent auditor’s report to members
The above arrangement required significant
judgments and estimations by management,
including the following:
— The evaluation of the grant date for the
arrangement, and the evaluation of the fair
value of the underlying share price of the
company as at the grant date;
— The evaluation of key inputs into the Black
Scholes option pricing model, including the
significant judgment of the forecast volatility
of the share option over its exercise period.
The results of these share-based payment
arrangements materially affect the disclosures.
advised the value of the arrangement. We
retested some of the assumptions used in
the model and recalculated those fair
values. We considered that the forecast
volatility applied in the model to be
appropriately reasonable and within industry
norms.
For options issued we compared the financial
statement disclosures against the underlying
transactions and the Australian Accounting
Standard requirements. We also reconciled the
vesting of the share-based payment
arrangement to disclosures made in note 29.
Other Information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2019, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and 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.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
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 the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
IXUP Limited
Independent auditor’s report to members
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 these financial statements is located at the
Auditing and Assurance Standards Board website at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our independent auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 8 to 17 of the directors’ report for the
year ended 30 June 2019.
In our opinion, the Remuneration Report of IXUP Limited, for the year ended 30 June 2019, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
William Buck Audit (WA) Pty Ltd
ABN 67 125 012 124
Conley Manifis
Director
Dated this 29th day of August, 2019
79
Shareholder information
The shareholder information set out below was applicable as at 7 August 2019.
DISTRIBUTION OF EQUITABLE SECURITIES
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
EQUITY SECURITY HOLDERS:
Twenty largest quoted equity security holders
NUMBER OF
HOLDERS OF
ORDINARY SHARES
NUMBER OF
HOLDERS OF
OPTIONS OVER
ORDINARY SHARES
32
169
121
318
91
731
-
-
-
-
-
33
33
-
The names of the twenty largest security holders of quoted equity securities are listed below:
ORDINARY SHARES
NUMBER HELD
% OF TOTAL
SHARES ISSUED
Unquoted equity securities
There are no unquoted equity securities.
SUBSTANTIAL HOLDERS
Substantial holders in the company are set out below:
Joscelyne Investments Pty Ltd
Regal Funds Management Pty Ltd
VOTING RIGHTS
The voting rights attached to ordinary shares are set out below:
Ordinary shares
ORDINARY SHARES
NUMBER HELD
% OF TOTAL
SHARES ISSUED
25,500,001
19,713,385
16.09
12.44
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
ANNUAL GENERAL MEETING
The Annual General meeting will be held on 28 November 2019.
JOSCELYNE INVESTMENTS PTY LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
HOLDREY PTY LTD
DECK CHAIR HOLDINGS PTY LTD
MAHSOR HOLDINGS PTY LTD
RANSDALE INVESTMENTS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
WHITE SWAN NOMINEES PTY LTD
BROWN BRICKS PTY LTD
JJG GROUP PTY LTD
J P MORGAN NOMINEES AUSTRALIA LIMITED
VISTA GROVE INVESTMENTS PTY LTD
CITICORP NOMINEES PTY LIMITED
TERRA CAPITAL MANAGEMENT PTY LTD
CHURCHTOWN INVESTMENT PTY LTD
MOSCH PTY LTD
KENT SST PTY LTD
AVIEMORE CAPITAL PTY LTD
KEMBLA NO 20 PTY LTD
DIGITAL INVESTMENTS PTY LTD
25,500,001
19,773,539
7,600,000
7,500,106
7,367,773
6,600,000
5,584,172
5,149,499
4,904,167
4,500,000
4,160,000
3,888,138
3,600,697
2,500,000
2,145,833
1,750,000
1,500,000
1,350,000
1,325,000
1,281,793
16.09
12.48
4.80
4.73
4.65
4.17
3.52
3.25
3.10
2.84
2.63
2.45
2.27
1.58
1.35
1.10
0.95
0.85
0.84
0.81
117,980,718
74.46
81
NOTES
NOTES
83
NOTES
NOTES
85
LOT 10, LEVEL 3
7 BRIDGE STREET
SYDNEY NSW 2000