ANNUAL REPORT
2023
FY23 Highlights.
8m+
DIGITAL ASSESSMENTS DELIVERED
IN FY23 ACROSS 117 COUNTRIES
+13%
15%
ICAS GROWTH WITH REVENUE
ACROSS 7 COUNTRIES
EMPLOYEE NET PROMOTER SCORE
41
37% increase on FY22
13th
BEST PLACE
TO WORK IN
AUSTRALIA (WRK+)
GENDER DIVERSITY
50:50 male to female ratio across
the Board and leadership team
2 | Janison Annual Report 2023
$41m
OPERATING REVENUE
$26m
ANNUALISED RECURRING REVENUE
63%
GROSS PROFIT MARGIN
$4m
+112%
EBITDA
$12m
CASH ON HAND
NET CASHFLOW POSITIVE
$5m
OPERATING CASHFLOW
+$4m
vs LY
Contents
FY23 Highlights ...........................................................................02
Janison Overview ........................................................................04
Sustainability ................................................................................10
Chairman’s Review ......................................................................20
CEO’s Review ................................................................................22
Directors’ Report.........................................................................24
Board of Directors ......................................................................35
Remuneration Report ................................................................40
Financial Statements ..................................................................61
Notes to the Financial Statements .........................................66
Directors’ Declaration ............................................................. 101
Auditor's Independence Declaration .................................. 102
Independent Auditor’s Report .............................................. 103
Additional Information ............................................................108
Corporate Directory .................................................................111
Image rights: Austockphoto, iStock, Pexels & Unsplash
Janison Annual Report 2023 | 3
Janison Overview.
Janison
Overview.
Janison acknowledges the
Traditional Owners of the land
on which we work and meet. We
pay our respects to their Elders
past, present and emerging, and
we recognise their continuing
connection to Country.
4 | Janison Annual Report 2023
Janison Overview.
Founded 25 years ago…
Janison is an award-winning Australian owned, publicly listed EdTech pioneer delivering more than 27 million
assessments since our inception in more than 117 countries. Janison is committed to providing equitable and
accessible education solutions for all. Our technology has supported millions of candidates around the world, many
of which are remote. By transforming traditional learning and assessments through technology, many have
been offered life changing opportunities in education and work. At Janison we are committed to our purpose of
unlocking the potential of every learner and contributing to a sustainable future.
Janison has two distinct business units:
A world-class online assessment platform and
exam solutions that enable large organisations to
develop and deliver large-scale secure and reliable
assessments globally.
World-leading branded assessments for the K-12
market, with products such as ICAS. Leverages over
40 years’ experience in psychometrics and data
analytics capability to create the highest quality unique
tests with powerful targeted insights for teachers,
parents and schoolchildren.
Our Janison Solution clients
Strategic Customers
Key Account Customers
Our Janison Assessment products
Janison Annual Report 2023 | 5
Janison Overview.
Janison Overview.
Janison at a glance.
Janison is a global provider of digital assessments
and testing.
117+ Countries
HEADQUARTERED IN SYDNEY, AUSTRALIA,
TESTING DELIVERED GLOBALLY IN 117 COUNTRIES
New London sales & support office
ESTABLISHED IN FY23
FOUNDED IN 1998, LISTED ON THE ASX IN 2017
Solutions Platform Clients
JANISON SOLUTIONS
Janison Assessments
TAKEN EVERY MINUTE
School Customers
ACROSS JANISON
ASSESSMENTS
195
EMPLOYEES
NAPLAN ONLINE
300k
Students tested
simultaneously in FY23
4.4m tests
Delivered online by Janison
– Australia's largest national exam
6 | Janison Annual Report 2023
Janison Overview.
Janison's unique proposition.
Janison's purpose is to unlock the potential in every
learner. We make our platform accessible on almost any
device, any browser, any network capability, for learners
of all backgrounds and abilities – all around the world.
Proven track record
• Janison has a proven track record of delivering
millions of successful high scale, high-stakes,
digital exams for more than 20 years.
• Trusted by educators, governments and
professional accreditation bodies. Customers
include the Australian and Singapore
governments, the Organisation for Economic
Co-operation and Development (OECD), the
NSW Department of Education, British Council,
and many more.
Unparalleled performance
Janison's assessment platform is:
• highly secure – with enterprise-grade
encryption and firewall protection
• reliable – performing in almost any
network environment and device compatibility
• scalable – able to flex up instantly to
meet the demands of vast numbers of
students simultaneously
Unparalleled capability
Janison’s platform has been developed over more
than two decades in partnership with education
departments globally with substantial investment.
This capability enables educators to administer
exams to the fullest – developing their own
assessments, scheduling and monitoring exams
in real-time, auto-marking and coordinating
multiple marking of assessments, and generating
immediate and insightful reporting.
Educators at heart
Through our in-house educators and years
of experience, Janison understands the unique
needs of schools, governments, teachers,
principals, parents and students. We work
with customers to support them through the
transition from paper-based to online exams
and enable them to make an impact on learners
globally. Our technology ensures all students
receive a consistent exam experience for fairness
and equity.
Janison Annual Report 2023 | 7
Janison Overview.
A brief history.
Since the earliest days of the internet, we’ve been delivering high-impact assessment
and learning solutions at state, national and international level. Here are some of our
key milestones.
2010
Another world-first: the first standardised,
large-scale online assessment to nearly
40,000 students from 650 schools in one
day. We address the scalability, delivery
and security challenges of running NSW
science exams, known as VALID, with an
innovative approach – using Microsoft’s
then newly-released cloud service, Azure.
2011
10,000
Users are engaging with our online
assessment platform, Janison Cloud
Assessment, which wins us the national
iAward – putting Janison in the company
of fellow winners including the creators
of Google Maps and Huawei’s E5 WiFi
3G modem.
2016
Our online assessment platform
continues to deliver successes and
transformative education insights for
government department clients. We
rename it Janison Insights.
We solve the British Council’s
challenge of delivering English
proficiency exams to parts of the
world with poor internet connectivity
by building a world-first: Janison
Replay. The application is one of
the first to adopt Google’s newest
technology, allowing uninterrupted
tests even amid internet dropouts.
2018
200K
Another world first. In
May 2018, we successfully
deliver the first NAPLAN Online
exam to 200,000 students at
1,400 schools across Australia.
99.9% of the 668,529 individual
tests are completed successfully
online, and with no slowdowns
– earning international attention
for Janison.
2019
We join forces with the
Organisation for Economic
Co-operation and Development
(OECD), becoming its chosen
platform to deliver its PISA-based
Test for Schools (PBTS) online.
We begin the transition to
a standardised yet highly-
configurable assessment
platform – 'Janison Insights' built
on the functionality developed
in conjunction with esteemed
education institutions worldwide.
1998
Janison registers as an
Australian company in
Tamworth, regional NSW.
1999
Janison builds one of
the earliest Learning
Management System
(LMS) platforms, Janison
Toolbox, for TAFE NSW.
The groundbreaking
interface allows students
to access courses
remotely and submit
assessments online.
2005
We launch our new
learning product,
Janison LMS, offering
a fresh new interface
for administrators and
learners. The Governance
Institute of Australia,
Australian Securities and
Investments Commission
(ASIC), TAFE NSW,
NSW Ambulance and
WorkCover WA are
among its first clients.
8 | Janison Annual Report 2023
Janison Overview.
2020
The company celebrates a
$7 million capital raise, plus
a landmark deal to remotely
deliver university entrance
exams for Czech Republic
assessment provider SCIO.
We acquire UNSW
Global’s Educational
Assessments business,
including the ICAS schools
competition.
Janison continues to flourish
even amid the global grip of
COVID-19, securing major
assessment projects including
Chartered Accountants,
Check-in, University of London,
Selective Schools testing and
global partnerships
with Go1 and D2L.
A seismic shift for the Janison
brand as we become sole
provider of PISA for Schools in
Australia and accredited by the
OECD as the National Service
Provider of PISA for Schools in
Australia and the UK.
2021
Janison raises $18 million
to fund expansion of its
3 strategic growth drivers,
acquisitions, and product
investment, in a heavily
over-subscribed placement
and share purchase plan.
Broadening product portfolio
and expanding into Parents
with RiSE+.
2022
Acquisition of
We set a new record during
our May 2022 delivery of
NAPLAN Online across
100% of schools in Australia
– during which we delivered
more than one million tests
in a single day and more
than 4 million tests over
two weeks. This paves the
way for Australian schools'
accelerated transition to
digital assessment. Thanks to
the NAPLAN Online project,
schools nation-wide have the
devices, infrastructure and
teacher technical capability
to deliver large-scale school
assessments online.
2023
In 2023, Janison Solutions
secured two new strategic
customers, Cambridge
University Press &
Assessment (CUP&A), and
Oxford University Press (OUP),
to its digital assessment
management platform –
'Janison Insights'.
Janison becomes
cash flow
positive.
+58%
AAS revenue growth,
and 43% growth in QATs.
300k
Another record-breaking
year for NAPLAN Online with
0.3 million concurrent tests
delivered seamlessly with
a 100% online adoption
across schools in Australia.
Janison Annual Report 2023 | 9
Janison Overview.
Sustainability.
This section provides information
about our progress in the area
of sustainability. We are committed
to continuous improvement
and believe this is essential for
long-term business success.
10 | Janison Annual Report 2023
Janison Overview.
Society
For the second year running, Janison is pleased to have
supported the following charities:
STEPtember | Cancer Council | CaringKids
Computers for Change | Dress for Success
In FY23, Janison introduced a company-wide volunteering
program that empowers individuals or groups of staff to
meaningfully give back to the community or organisation of
their choice through a program known as ‘Impact Day’. Each
financial year, individuals or teams can access one paid day
to volunteer and make a positive impact to any community
organisation or charity of their choice.
Janison organises regular social events in its Sydney office
to maintain strong social relationships between staff and
as an opportunity to learn. One event was organised at the
start of Sydney World Pride, allowing Janison to support and
raise awareness for the LGBTIQA+ community while also
promoting social relationships among our employees by
coming together for a meaningful cause.
Janison’s technology can adapt
and deliver consistent, reliable
and enhanced assessments.
Equity & Fairness
Janison’s proprietary technology allows remote,
developing, and disadvantaged communities globally
to have the same online assessment experience as
students in more affluent regions and schools. No
matter the IT infrastructure, Janison’s technology can
adapt and deliver consistent, reliable and enhanced
assessments to help unlock the potential in every learner.
Janison Annual Report 2023 | 11
Janison Overview.
Sustainability cont.
Health & Wellbeing
Janison recognises the importance of
providing a safe work environment.
We take positive steps to ensure the
good (mental) health and wellbeing of all
employees. We believe employee wellbeing
has a positive ripple effect beyond ourselves
into the communities around us.
Environment
As Janison grows, we aspire to help our customers
to reduce their CO2 emissions as they transition to
digital exam delivery whether at home, at school or an
exam centre. We see opportunity both in reduction of
paper and in the transportation of paper to and from
exam locations.
12,000t
of carbon dioxide produced
in Australia each year as a
result of paper-based exams
Based on Australian Bureau of Statistics on the benefits of digitised exams, does not account for carbon footprint of cloud computing.
12 | Janison Annual Report 2023
Janison Overview.
Ecovadis Certification
In FY23 Janison was awarded a silver medal for
sustainability by Ecovadis – the world’s largest and
most trusted provider of business sustainability ratings,
with a global network of more than 100,000+ rated
companies. This demonstrates Janison has good
performance in terms of environmental, social and
governance (ESG) practices.
Companies who receive
a silver award are considered to be leaders in their
industry and experience significant benefits:
• Increased customer trust
• Access to new markets
• Reduced risk
• Improved employee morale
The EcoVadis sustainability assessment methodology
is at the heart of its Ratings and Scorecards and is an
evaluation of how well a company has integrated the
principles of Sustainability/CSR into their business and
management system.
Janison Annual Report 2023 | 13
Janison Overview.
Governance.
Risk management
We approach risk management as a continual process.
We actively manage risk by assessing against agreed
tolerance levels for a broad range of risk categories. For
some, we have zero tolerance for risk, in others, we are
willing to accept varying degrees of risk to be innovative,
to enter new markets, make acquisitions, or improve the
value of the business - within our legal obligations.
Safety & wellbeing
We care deeply about the physical and psychological
safety of our employees, customers and students.
We provide a safe environment in the physical and
digital world for our employees and students who
use our technology through highly secure systems,
and controlled practices governing the storage
and destruction of sensitive data. Physical and
mental safety across the company is monitored
through regular one-on-one conversations with staff,
engagement surveys and exit interviews.
Strategy & competition
The Board is actively involved in the development of
strategy. It approves and regularly reviews performance
against Janison's strategy. The Board and executive
leadership team monitors and assesses Janison's strategy
in line with changes in the market.
Security & privacy
Cybersecurity and data protection are a significant
focus and investment for us as an Australian-listed
company with global regulatory obligations in supporting
government and institutional clients conducting high
visibility, high stakes assessments for both adults and
minors, we manage tightly the risk of individual or
state-led intrusion cyber attacks and data breaches.
Cyber resilience is the ability to prepare for, respond to,
and recover from cyber attacks. Cyber resilience helps an
organisation protect against cyber risks, defend against
and limit the severity of attacks, and ensure its continued
survival despite an attack.
Janison's Information Security Management System
(ISMS) is the set of controls and processes by which we
achieve cyber and data privacy resilience. Our ISMS is
compliant with the Australian government Information
Security Manual (ISM), European governments General
Data Protection Regulation (GDPR) and has achieved
certification in the International standard for information
security management system (ISMS) ISO/IEC 27001:2005.
14 | Janison Annual Report 2023
Janison Overview.
Board
Our Board is responsible for the corporate governance
of Janison. It is committed to optimising the business
for financial performance and building sustainable value
for our customers, employees, shareholders and the
wider community. The Board comprises directors with
a diverse range of skills, age and experience to support
robust decision-making. An assessment of the Board's
composition and performance takes place regularly. Full
Board biographies can be found in the Directors' Report.
• Protect interests of Janison’s shareholders
• Set strategic direction
• Oversee financial performance
• Ensure compliance
Board Skills Matrix
Independent
Strategy
Corporate Governance
Risk & Compliance
Legal
Health / Safety / Environment
8 / 10
7 / 10
10 / 10
10 / 10
7 / 10
7 / 10
7 / 10
7 / 10
7 / 10
6 / 10
6 / 10
6 / 10
Investor / Public Relations
8 / 10
8 / 10
Technical
8 / 10
7 / 10
Product Development
8 / 10
8 / 10
Commercial / Operational
9 / 10
9 / 10
Financial / Accounting
Capital Markets
Mergers & Acquisitions
7 / 10
6 / 10
7 / 10
5 / 10
8 / 10
6 / 10
Board Gender Balance
FY22
57%
FY23
50%
FY23
50%
FY22
43%
56
Average age
3 3
Average
tenure (yrs)
3.9
Audit & Risk Committee
(ARC)
The ARC helps to protect the interests of Janison’s
shareholders and other stakeholders by
overseeing the company's financial reporting and
risk management systems.
Remuneration &
Nomination Committee
(RNC)
The RNC plays an important role in ensuring that the
Janison’s remuneration and nomination processes are fair,
transparent, and in the best interests of the company's
shareholders. The RNC's work helps to protect the
interests of Janison’s shareholders and other stakeholders.
Chief Executive Officer
(CEO)
Responsible for developing and implementing
Janison’s growth strategy.
Oversees the day-to-day operations and Janison’s
overall financial performance. Manages relationships
with shareholders and stakeholders.
Janison Annual Report 2023 | 15
Janison Overview.
Our people.
Our leadership team is experienced in building and
scaling companies and cares deeply about our mission
to unlock the potential in every learner.
Wayne Houlden
Founder and Vice Chairman
Mike Hill
Chairman
David Caspari
Chief Executive Officer
and Managing Director
Kathleen Bailey-Lord
Chair of the Remuneration and
Nomination Committee
16 | Janison Annual Report 2023
Janison Overview.
Headquartered in Sydney
with 195 employees, Janison’s
highly diverse team is one-third
academics, technologists
and change agents.
For the third year running we
have had a workforce comprising
of more than 40% female across
the entire organisation, and with
a 50:50 gender balance at Board
and executive leadership level.
Through COVID we have
transitioned to become a
fully-flex organisation which
gives our people the ability
to work remotely. This has also
given Janison the ability to attract
and retain top talent from a
wider pool.
Stuart Halls
Chief Financial Officer
Amy Barouch
Group Executive, Janison
Assessments and Chief
Technology Officer
Derek Welsh
Chief Operating Officer
Rebecca Niemiec
Group Executive,
Customer & Event Support
Denise Hanlon
Chief People Officer
Headquartered in Sydney
with 195 employees, Janison’s
highly diverse team is one-third
academics, technologists, and
change agents.
Janison Annual Report 2023 | 17
Janison Overview.
Our people.
Diversity
Our commitment to providing an inclusive and diverse working environment saw us
maintain strong gender, nationality, and age distribution across the company, including
50% gender balance on both the Board and the Executive Leadership team. Collectively,
our people speak 22 different languages and represent 29 diverse cultures. 40% of
employees were born outside Australia and 72% have experienced living in another
country. Janison employees are spread across 4 generations; our youngest employee is
20 and the oldest, 75.
50%GENDER
BALANCE
AT BOARD &
EXECUTIVE
TEAM
22LANGUAGES
Employees by Gender
0.5%
Male
Female
Non-binary
47.5%
Non-managers
Managers
52%
43%
Male
Female
57%
29CULTURES
Employees by Age Group
84
80
60
40
20
0
43%
57
29%
11
6%
24
12%
19
10%
(18-25)
(26-40)
(41-50)
(51-60)
(61+)
18 | Janison Annual Report 2023
40%BORN
OVERSEAS
72%HAVE LIVED
IN ANOTHER
COUNTRY
4GENERATIONS
AGED 20-75
Janison Overview.
Workforce headcount
76
5
41
FY22
157
Full Time
Part Time
Casual
Contractor
Fixed Term
Full Time
Part Time
Casual
Contractor
Fixed Term
9
48
36
FY23
138
Employees by Location
Now into our 2nd year of a fully-flex (virtual-first) working environment, we have been able to
access a talent pool from across Australia and internationally.
NSW – Sydney
57.22%
NSW – Coffs Harbour
11.34%
QLD
VIC
8.25%
6.7%
Remote – outside AUS
3.61%
Philippines
3.09%
NSW – Remote
2.05%
New Zealand
1.55%
SA
1.55%
Singapore
1.55%
Tasmania
1.03%
UK
1.03%
WA
1.03%
0%
10%
20%
30%
40%
50%
60%
Parental benefit
In July 2022, we introduced a new Parental Benefit to
support families to manage their childcare responsibilities
in a way that supports them financially, facilitates
increased balance in how care is shared, and flexible
return to work options. The benefit applies equally to any
parent and includes 6 weeks paid leave, family planning
leave, superannuation payments during periods of leave
without pay, continuous service for periods of unpaid
leave and additional return to work benefits.
Employee-Customer Connection
We encourage our staff to be involved in the services we
provide our customers. In May 2023, 25% of Janison’s
staff obtained their working with children certification and
assisted Janison in the invigilation of the Selective High
School assessment – an entrance exam for selective high
schools in New South Wales (NSW), Australia designed to
assess students' academic ability in reading, mathematical
reasoning, thinking skills, and writing. The exam was
delivered in 370 schools across NSW on one single day.
Staff supervised the event in schools and coordinated
other external invigilators on the day.
Janison Annual Report 2023 | 19
Janison Overview.
Chairman’s review.
I would like to express my sincere
appreciation to our dedicated employees,
whose hard work and commitment have
been pivotal in our success. Together,
we will continue to innovate, grow, and
make a positive impact on the lives of
students worldwide.
Dear Shareholders,
It is with great pleasure that I present to you the
Chairman's letter for the FY23 annual report of Janison
Education Group Limited. This year has been exceptional
in many ways, and I am proud to share our remarkable
achievements and milestones with you.
For the first time since being listed,
through growth and a focus on
profitability, we have achieved
sustainable free cashflow.
First and foremost, I am thrilled to announce that Janison
has experienced an unprecedented number of new client
wins within our Solutions business. This achievement is a
testament to the hard work and dedication of our entire
team. I am delighted to share that we have successfully
secured agreements with two prestigious institutions:
Cambridge University Press & Assessments (CUP&A)
and Oxford University Press (OUP). These collaborations
not only reflect the strength and quality of our exam
solutions but also demonstrate our commitment to
providing world-class assessment tools to renowned
assessment providers.
Furthermore, I am pleased to inform you that Janison
Education Group has reached a significant milestone
in our financial journey. For the first time since being
listed, through growth and a focus on profitability,
we have achieved sustainable free cashflow. This
accomplishment highlights the efficiency and
effectiveness of our business operations, as well as
the strong demand for our platform and products in
the global education market. This achievement is the
foundation on which we will continue to grow and
positions us favourably for future investments and
strategic initiatives, enabling us to continue delivering
value to our shareholders.
Our commitment to innovation and technological
advancement remains unwavering. Over the past year,
we have made substantial investments in product
development, resulting in the successful launch of
several ground-breaking products and features. These
new offerings have not only strengthened our existing
product portfolio in the K-12 school market but have also
enhanced our enterprise-grade assessment platform –
Janison Insights, opening up new avenues for growth and
further client acquisition. We firmly believe that continued
investment in technology and innovation will drive our
long-term success and ensure that we remain at the
forefront of the education technology industry.
In addition to our technological advancements, we have
also made significant progress in expanding our global
reach. Janison has successfully established a new office
in London, UK, staffed by a combination of existing
experienced senior leaders relocating to the UK and
new local sales and support staff recruited in-country. In
addition to supporting our new strategic clients – OUP
and CUP&A, we believe there is potential for us to
20 | Janison Annual Report 2023
secure further strategic partnerships with leading
education providers, publishers, and institutions
across the UK and Europe. This increased global
presence has not only broadened our market
opportunities but has also allowed us to gain invaluable
insights into local educational landscapes and tailor
our solutions to meet the specific needs of diverse
student populations. We remain committed to further
expanding our international footprint in a very targeted
and cost-effective manner, reinforcing Janison as a
global leader in education technology.
Our investments in technology,
global expansion, and sustainability
initiatives have positioned us
favourably for future growth and
solidified our position as a leader in
the education technology industry.
Our focus on sustainability and social responsibility
continues to be a fundamental aspect of our business
strategy. We firmly believe that education is the key to
empowering individuals and creating a better future
for all. As such, we are committed to leveraging our
technology and expertise to address the educational
challenges faced by disadvantaged communities
around the world. Through our various initiatives and
partnerships, we aim to bridge the digital divide and
ensure equal access to quality education for all students,
regardless of their socio-economic background.
During the past year, Brett Chenoweth departed from
the Board as one of our esteemed non-executive
directors. On behalf of Janison Education Group, I would
like to express our sincere gratitude for the valuable
contributions and dedication that Brett has brought to
our organisation. His expertise, insights, and commitment
to excellence have been instrumental in guiding our
strategic decisions and fostering our continued growth.
We extend our heartfelt thanks to Brett for his invaluable
service and wish him all the best in his future endeavours.
I would also like to highlight the diversity of our Board,
which has been a key focus for us. We are proud to report
that our Board comprises an equal number of male and
female directors, reflecting our commitment to gender
diversity and inclusivity. We strongly believe that diverse
perspectives and experiences lead to better decision-
making and drive innovation. The varied backgrounds
and expertise of our Board members contribute to a
more comprehensive understanding of the challenges
and opportunities we face as an organisation. We are
committed to maintaining and further enhancing the
diversity of our Board, as we firmly believe it is crucial
for the continued success and long-term sustainability
of Janison.
In conclusion, FY23 has been a transformative year for
Janison Education Group Limited. We have achieved
record client wins, securing strategic partnerships with
prestigious institutions. Moreover, we have reached
a significant milestone by attaining sustainable free
cashflow for the first time since being listed. Our
investments in technology, global expansion, and
sustainability initiatives have positioned us favourably
for future growth and solidified our position as a leader
in the education technology industry.
I would like to express my sincere appreciation to our
dedicated employees, whose hard work and commitment
have been pivotal in our success. Together, we will
continue to innovate, grow, and make a positive impact
on the lives of students worldwide. I would also like to
extend my deepest gratitude to our shareholders for
their unwavering support and belief in our vision.
Sincerely,
Mike Hill
Chairman,
Janison Education Group Limited
Janison Annual Report 2023 | 21
Janison Overview.
CEO’s review.
We are optimistic about the year ahead
and expect to sustain year-on-year
growth from new customer acquisition
and existing customer expansion.
Dear shareholders,
I’m delighted to present the CEO and Managing Director’s
letter for the financial year 2023 (FY23) annual report of
Janison Education Group.
FY23 saw us empowering teachers, students, schools,
professional accreditation bodies and governments
globally. For the millions of candidates that we reach,
from indigenous communities in the Northern Territory
of Australia to new strategic customers in the UK, access
to our digital assessment solutions offer life-changing
opportunities in education and work.
FY23 was an important year for Janison. From a financial
performance perspective our group revenue grew 13% to
a record $41m and delivered $26m annualised recurring
revenue (ARR), and in what is a key inflection point for
the Company, Janison delivered sustainable positive net
cashflow. Gross profit remained strong at 63% and
EBITDA grew 112% to $4m. With $12m of cash on hand
and no debt, Janison is well-positioned to deliver on its
global purpose, and enters FY24 with strong momentum.
Janison Solutions (B2B enterprise customers)
The core component of Janison, our standardised B2B
enterprise platform and specialised services continued
to strengthen. In FY23 Core Solutions delivered 17%
growth and record revenue, EBITDA, and saw significant
expansion of existing Strategic and Key account clients.
We saw the establishment of strategic agreements with
Cambridge University Press and Assessments and
Oxford University Press, two of the largest assessment
publishers for the K-12 market. Our partnership with
Cambridge, the world’s largest assessment publisher,
began in FY21, was extended in FY22, and in 1H23 we
were awarded a global agreement to develop and deliver
a range of existing and new assessment products. Janison
has now established a new office in the UK, and made
targeted investments in sales, marketing and services to
support the UK and EMEA markets.
22 | Janison Annual Report 2023
Following a record delivery of NAPLAN in 2023, Janison
has secured a $24m extension of the partnership with
Educational Services Australia to deliver the technology
and services for the Commonwealth of Australia until
potentially 2030. The largest known national assessment
delivered to K-12 globally, this is a proof point of the
quality and capability of the Janison Solutions portfolio,
and evidence of our ability to provide the worlds-best
software to jurisdictions globally.
We continued the expansion of existing client
relationships, notably the strengthening of Janison’s
relationship with the NSW Department of Education (DoE).
Following the success of ‘Check-In’ products developed
for NSW DoE, the product won the NSW Premier’s award
for innovation and the NSW Minister for Education
announced, “Check-In assessment will expand beyond
reading and literacy to support teachers to implement the
new NSW curriculum”.
Our partnership with the Organisation for Economic and
Co-operation Development (OECD) in the global rollout
of PISA Based Test for Schools (PBTS) is a showcase of
Janison’s aspiration and purpose. After a more protracted
impact in FY23 than predicted from the combined
disruptions of COvID and the PISA Main study, as well as
the cancellation of delivery in Russia, the International
Platform Program (IPP) remained stable. The OECD has
a renewed focus on priority PBTS countries where the
potential for impact is highest, and we expect new projects
to be announced outside PBTS in FY24.
Janison Assessments (School and parent
assessment products)
Since its inception as a new business unit in FY22, Janison
Assessments has achieved record revenue, school, and
student participation benchmarks, and strengthened our
leadership position in the Australian market for the school,
teacher, and parents.
+13%
REVENUE GROWTH
SOLUTIONS +17%1
ASSESSMENTS +21%
63%
GROSS PROFIT
MARGIN
+6%
IMPROVEMENT
IN OPERATING
LEVERAGE
$4m
EBITDA
+112% GROWTH
$5m
POSITIVE
OPERATING
CASHFLOW
1Excluding non-core businesses,
e.g. Learning and PBTS IPP.
The ICAS competition in 2022
grew 15% vs pcp with close to
400,000 tests administered
across 2,500+ schools, and with the
expansion of the product offering
to ‘ICAS at JEM’ (Janison Exam
Management) we have been able
to offer the tests to a larger direct-
to-parent market across Australia.
With an exclusive partnership
signed in 2H23 with the University of
Sydney, reflecting our joined shared
purpose, we see awareness and
consideration of ICAS and the Janison
Assessments portfolio growing in
2023 and beyond.
Following the acquisition and
integration of QATs (Quality
Assessment Tasks) and AAS
(Academic Assessment Services) in
FY22, we saw record revenue in FY23
as the number of schools using these
products reached an all-time peak.
While overall Assessments delivered
strong financial results, the PBTS
National Service Provider program
(NSP) did not meet our expectations.
Timing has undoubtedly been
impacted by the PISA 2022 study,
geopolitics, as well as workload
pressures in schools. With a focus
on the US and Australia, the OECD
and Janison have now focused the
NSP strategy on intra-government
engagement, representing the most
efficient approach to unlocking value
in the medium term.
Janison Assessments continues to
progress its strategy which sees
software, combined with content
assets, unlock the value of the
portfolio, as we focus on holistic
school and parent propositions, and
further invest in sales and marketing
across K-12 customer segments to
produce powerful learner insights.
In 2H22 Janison launched its first
new product for students, marketed
to parents with the introduction of
RiSE+, a SaaS assessment practice
product containing the highest
quality test content. FY23 saw
the product continue to progress
through a product-market fit phase,
adding new high margin ARR.
As I reflect on FY23 and the journey
we have undertaken as a team, what
stands out to me is the determination
displayed by our team members,
and our commitment to delivering
exceptional results for our customers.
Our ongoing efforts to further build
our culture saw us achieve 13th in
the annual WRK+ Best Places to Work
in 2023. Our focus on providing equal
opportunities for all saw us achieve
50% gender balance on the Board
and the Executive Leadership Team,
and close to parity in our general
employee population. Delivering key
people initiatives such as our parental
benefit and our approach to ESG
responsibility evidence our continued
efforts to support our people, planet
and the community.
We are optimistic about the year
ahead and expect to sustain revenue
and cashflow growth from new
customer acquisition and existing
customer expansion. We will continue
to invest in our software and services
solutions, and targeted investment in
sales and marketing whilst improving
our operating leverage. We thank our
valued customers for their trust, and
I thank our staff and leadership team
for their commitment to our vision,
and the Board for their guidance.
Finally, I would like to thank our
investors for their support as we
continue our purpose to unlock the
potential in every learner.
Regards,
David Caspari
Chief Executive Officer & Managing
Director
Janison Annual Report 2023 | 23
Directors’ Report.
Directors’
Report.
24 | Janison Annual Report 2023
Directors’ Report.
Directors’ Report.
The following commentary should be read in conjunction with the annual financial statements and the related notes in
this report. Some sections of this commentary include non-Australian Financial Reporting Standards financial measures
as the Group believes they provide useful information for readers to assist in understanding the Group’s financial
performance. Non-IFRS financial measures do not have standardised meaning and should not be viewed in isolation
or considered as substitutes for amounts reported in accordance with Australian Financial Reporting Standards. These
measures have not been independently audited or reviewed.
Review of Operations
Year ended 30 June
Janison Solutions
- Solutions Core
- Other
Janison Assessments
Total operating revenue from ordinary activities
Cost of sales
Gross Profit
Gross Profit %
Operating expenses
EBITDA
EBITDA %
Less: Operating depreciation and amortisation
- Office lease amortisation
- R&D intangible amortisation
- Other operating depreciation and amortisation
Operating EBIT
Acquired amortisation
Non-operating expenses
EBIT
Net financial expense 1
Loss before income tax
Income tax expense / (benefit)2
Net Loss
Adjusted Net Loss (adjusted for acquired amortisation)
nr: Calculation not relevant
2023
($'000s)
2022
($'000s)
26,074
23,925
21,034
17,938
Change
9%
17%
5,040
5,987
(16)%
14,994
12,386
41,068
36,311
15,302
13,081
25,766
23,230
21%
13%
17%
11%
63%
64%
(1) ppt
21,791
21,353
3,975
10%
965
6,232
240
1,877
5%
990
5,094
204
2%
112%
5 ppt
(3)%
22%
18%
(3,462)
(4,411)
(22)%
5,897
2,420
4,213
1,813
(11,779)
(10,437)
40%
33%
13%
661
126
425%
(12,440)
(10,563)
1,265
(13,705)
(7,808)
(1,438)
(9,125)
(4,912)
18%
nr
50%
59%
1 In FY23, finance expense includes $731 thousand relating to the unwinding of a discount on the financial liability associated with the
earn out for the acquisition of AAS in FY22. It is a non-cash item.
2In FY23, the Company deemed it prudent to write off deferred tax assets to the value of approximately $1.349 million.
Janison Annual Report 2023 | 25
Directors’ Report.
Key Performance Metrics
Group Revenue (A$m)
Gross Profit (A$m)
41.1
36.3
30.2
22.5
21.9
25.8
23.2
16.7
10.1
7.9
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
GM (A$m)
EBITDA (A$m)
64%
63%
4.0
55%
46%
35%
2.5
2.0
3.1
1.9
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
26 | Janison Annual Report 2023
Directors’ Report.
Cash Flows
Summarised cash flow data accumulated on the same basis as the Statement of Cash Flows is presented below.
Year ended 30 June
Customer receipts
Supplier payments
Interest, tax & other
Operating cash flow
Acquisition costs1
Product development
Plant and equipment
Investing cash flow
Lease liabilities
Proceeds from capital raising2
Financing cash flow
Effect of exchange rate changes
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year
nr: Calculation not relevant.
2023
($'000s)
2022
($'000s)
47,133
38,393
(41,805)
(36,944)
116
5,444
(669)
(4,389)
(88)
(25)
1,424
(6,592)
(7,790)
(216)
(5,146)
(14,598)
(965)
900
(65)
(14)
219
(1,092)
2,937
1,845
3
(11,326)
Change
23%
13%
nr
282%
(90)%
(44)%
(59)%
(65)%
(12)%
(69)%
(104)%
nr
nr
11,820
12,039
23,146
11,820
(49)%
2%
1In FY23, Janison paid $669 thousand in deferred consideration associated with the purchase of QATs.
2 Proceeds from capital raising in FY23 consists of loan repayment proceeds received from the settlement of director loans issued in 2017
for Loan Funded Shares.
Segment Information
Operating revenues and Cost of Sales are recorded to a segment depending on the business unit in which they are
directly attributed. Janison’s two business units are Janison Assessments (exam products, exam items and associated
exam services for schools, parents and teachers), and Janison Solutions (enterprise-grade assessment platform
technology and event management services for large organisations, education authorities and accreditation bodies).
Any Cost of Sales or Operating Costs not directly attributable to a business unit are allocated on the basis of either
revenue or labour costs.
Janison Annual Report 2023 | 27
Janison Annual Report 2023 | 27
Directors’ Report.
Janison Assessments
Year ended 30 June
Total segment revenue from ordinary activities
Cost of sales
Segment gross profit
Gross profit percentage of Assessments' segment revenue
Operating expense
Segment EBITDA
2023
($'000s)
2022
($'000s)
Change
14,994
12,386
21%
5,510
9,484
63%
4,870
7,516
61%
10,315
9,745
(831)
(2,229)
13%
26%
2 ppt
6%
63%
EBITDA percentage of Assessments' segment revenue
(6)%
(18)%
12 ppt
Janison Assessments
Janison Assessments’ revenue increased substantially in FY23 due to:
– The acquisition in FY22 of AAS and QATs (approximately $7.5 million for year ended 30 June 2023)
– Growth in the sales of the ICAS Competition to schools and parents
Janison Assessments' EBITDA improved by 63% in FY23 as a result of strong revenue growth, margin improvement
through improved pricing, and operating expense leverage. This is despite an increased allocation of operating
expenses which are largely allocated on the basis of revenue.
Janison Solutions
Year ended 30 June
Total segment revenue from ordinary activities
Cost of sales
Segment gross profit
Gross profit percentage of Solutions' segment revenue
Operating expense
Segment EBITDA
EBITDA percentage of Solutions' segment revenue
Janison Solutions
Janison Solutions’ revenue increased in FY23 due to:
2023
2022
($'000s)
($'000s)
Change
26,074
23,925
9%
9,792
8,211
16,282
15,714
19%
4%
62%
66%
(4) ppt
11,476
4,806
18%
11,608
4,106
17%
(1)%
17%
1 ppt
– Expansion of Check-in testing across additional school years for the NSW Department of Education
– Expansion of development services for Education Services Australia (NAPLAN assessment)
– Full year of assessment licensing for Cambridge Assessment and Chartered Accountants ANZ
– New platform client revenue – ACECQA (the Australian Children’s Education and Care Quality Authority)
28 | Janison Annual Report 2023
Directors’ Report.
In FY23 Janison was able to achieve profitable growth
through successfully winning new strategic clients,
increasing the volume of tests delivered on its platform
and through careful cost management. As a result, the
Company finished the financial year cashflow positive –
both at a net cashflow and free cashflow level, despite
a backdrop of volatility, constrained capital markets and
the integration of recently acquired businesses.
AAS, the second largest suite of K-12 school
assessment products in the Assessment division,
delivered $6.4 million of revenue, an increase of
+$2.4 million or +58% on the prior year. Growth was
driven by expansion of revenue in existing schools
and the addition of approximately 10% new schools.
AAS products include benchmark tests, general ability
tests, and ATAR prediction tools.
Revenue grew +13% year-on-year, gross margin remained
strong at 63%, Opex increased by a marginal 2% and
EBITDA grew by approximately +112% as a result. Revenue
growth principally came from an increase in Services
income in FY23 due to a combination of several large
new Solutions clients being in the initial implementation
phase (in readiness for platform use and licence
fees commencing later); organic growth in Academic
Assessment Services school assessment products (still
currently delivered largely in-person and paper-based,
and recorded as Services revenue), and exam invigilation
services for large events such as the NSW Selective High
Schools entrance exam.
Janison Assessments
Janison Assessments reported $15 million of revenue
in FY23, representing a +21% growth or +$2.6 million of
additional revenue.
The flagship product in the Janison Assessments'
portfolio is the ICAS competition. The test is delivered
in August every year, with the sales campaign beginning
several months earlier in March. Sold into Australia,
New Zealand and schools across Hong Kong, Malaysia,
Singapore, and Indonesia, the ICAS event delivered
more than $6.6 million of revenue in FY23 representing
+15% growth on the prior year. Over the past few years,
the customer has shifted almost entirely from schools
purchasing the test, to now in FY23, 85% of total orders
coming from parents. Schools are still required to register
their school for the competition but the transaction
occurs between Janison and the parent. As a result,
parent contacts have increased substantially over the
past few years with a 70% increase in FY23 – equivalent to
more than 150,000 registered parents.
FY23 was the final year of a two-year earnout period
for the vendors of AAS. Sales across both years achieved
a combined total of approximately $11.8 million,
approximately 7% ahead of the original earnout target.
Under the terms of the AAS Share Sale Agreement, a
cash payment of $1.0 million was due and paid on
6 July 2023 and a further payment of approximately
$7.4 million will be due in the form of Janison ordinary
shares on completion of the Company’s Annual Report,
subject to vendor discussion.
In FY23, Janison launched its online parent platform for
student improvement tools, known as RiSE+. The product
received good initial sales but the investment in customer
acquisition was moderated down throughout the year
to enable the Group to control cashflow and prioritise
profitability in the current environment.
The PISA Based Test for Schools (PBTS) – National
Service Provider (NSP) model, which sells directly to
schools and school groups, delivered $0.3 million in
revenue during FY23. This represents a reduction of
approximately $1.0 million of revenue on the prior year.
Sales were restricted by a cross-over with the main
PISA study window preventing Janison from engaging
with or marketing to schools for several months of the
year across the UK and in Australia. In addition, a large
school group in Australia chose not to repurchase the
assessment in FY23, and there was a changeover of
staff in the sales role in Australia as the product was
restructured into the broader Janison Assessments
operating model. Due to the limited number of countries
in which Janison operates as the NSP, the impact of
these changes and market conditions in FY23 had a
material impact on revenue. A smaller but very important
component of the Janison Assessments portfolio is
Quality Assessment Tasks (QATs) which develops and
sells year 11 and 12 high school exam practice tests to
more than 2,000 schools across Australia. QATs delivered
approximately $1.1 million in platform revenue during
FY23, representing a growth of $0.3 million or +43% on
the prior year.
Janison Annual Report 2023 | 29
Directors’ Report.
Janison Solutions
Janison Solutions is the Group’s enterprise business unit
and provides:
• An enterprise-grade assessment management
platform (Janison Insights) for educational publishers,
departments and professional accreditation bodies
to administer large-scale online exams globally;
• Exam support services in the form of in-person exam
invigilation, online customer support, and custom
software development; and,
• A learning management software (LMS) tool for
large corporates.
In FY23, the Janison Solutions division reported revenue
of $26.1 million, a growth of +$2.1 million or +9% growth
on the prior year. The core business – Janison Insights,
delivered revenue of $21 million, and a stronger
growth rate than the division total, with +17% growth,
+$3.1 million increase on the prior year.
During the year, Janison Solutions won a record number
of new clients on its Janison Insights assessment
platform. Most notably was Cambridge University Press &
Assessment (CUP&A) and Oxford University Press (OUP).
Janison Solutions’ external exam invigilation services
division (JEM) which provides in-person exam support
primarily for the higher education sector delivered
$1.2 million of Services revenue in FY23, a reduction of
-19% or -$0.3 million on the previous year. In the second
half of FY23 the JEM business grew by +19% on the prior
corresponding half year in FY22 reflecting the return of
overseas students to Australian universities and a move
by colleges and universities towards in-person exams
given increasing concerns over other methods
of assessment such as assignments, with the introduction
of AI tools such as ChatGPT and Google Bard.
The Learning division of Janison Solutions declined in
revenue by -$0.5 million from $4.9 million in FY22 to
$4.4 million in FY23, a reduction of -10%.
Gross Profit Margin
Gross Profit represents Operating revenue minus Cost
of Sales. Cost of Sales consists of personnel expenses
directly associated with the supply of Janison’s platforms
and services to clients. Cost of sales also includes cloud
hosting and compute costs, third- party content licensing
fees and software subscription fees.
In FY23 Janison delivered further increase in Gross
Profit from approximately $23.2 million in FY22 to
approximately $25.8 million in FY23, an increase of
approximately $2.5 million or +11% on the prior year.
Gross profit margin fell from 64% in FY22 to 63% in FY23
as a result of a higher Services revenue in the Group’s
sales mix. Stronger than anticipated growth in AAS
products and Janison Solutions assessment services
drove this increase in Services revenue.
Opex
Operating costs increased marginally in FY23 by
approximately +2%, equivalent to $0.4 million of
additional spend from approximately $21.4 million
in FY22 to approximately $21.8 million in FY23.
On revenue growth of +13%, and despite investments in
people during the year, Janison was able to achieve an
improvement in operating leverage of +6% compared to
the prior year.
Depreciation and Amortisation
The acquisition of AAS in FY22 resulted in a substantial
increase in amortisation during the year. The intangible
asset value of the AAS acquisition was approximately
$19.2 million and has an accounting life of five years.
Approximately $4.3 million of amortisation was recorded
in FY23 in relation to the acquisition of AAS. In order
to show Acquisition Depreciation against Operational
Depreciation, more detail has been set out in the tables
to this report.
Tax
In FY23 Janison deemed it prudent to write off
deferred tax assets to the value of approximately
$1.349 million. This adjustment is recorded as a
charge in the Income Statement in the line income
tax (benefit)/expense.
At 30 June 2023, the Group had accumulated carried
forward tax losses of approximately $12 million.
30 | Janison Annual Report 2023
Directors’ Report.
Risk
Reputation:
Janison faces reputational risk if it fails to meet customer
expectations in the delivery of high-stakes exam software
and exam management. Janison’s customers include
large education departments, accreditation bodies and
organisations that depend on the Company’s software to
deliver secure, reliable and equitable, high-stakes online
exams. If Janison’s assessment platform or services
underperform for any reason, it could lead to exam
disruptions, a lack of trust, and a loss of brand credibility.
This could damage the Company’s reputation and make it
difficult for it to attract new customers.
Cybersecurity risks:
As an education technology company, Janison Education
Group is at risk of cyberattacks. These attacks could
result in the loss of sensitive data, or the disruption of
Janison Education Group's operations.
Economic downturn:
A global economic downturn could reduce the demand
for Janison Education Group's products and services. This
could lead to lower revenue and profits.
Foreign exchange risks:
Janison Education Group has operations in a number
of countries, and it is exposed to foreign exchange risk.
This means that changes in the value of currencies could
impact Janison Education Group's financial performance.
Capital Raising and Acquisitions
FY 2023
The Group made no acquisitions in the year ending
30 June 2023. Proceeds from capital raising in the year
ending 30 June 2023 consists of loan repayment proceeds
received from the settlement of director loans issued in
2017 for Loan Funded Shares.
FY 2022
On 21 July 2021 Janison completed a capital raise
of $3 million (before costs) by way of a public Share
Purchase Plan (SPP) for cash consideration to all eligible
shareholders. The SPP was made at a price consistent
with that of the capital raise at $0.82 per share and
approximately 3.7 million new, fully paid ordinary shares
were issued. The funds form part of the main capital
raise and have the same use of funds as outlined above.
On 19 October 2021, Janison Solutions Pty Ltd acquired
the business assets of Quality Assessment Tasks (QATs)
for approximately $2 million, consisting of $1.2 million of
cash paid on completion and a remaining $0.7 million
deferred cash payment due on completion of the Group’s
FY23 audited results. The deferred payment is contingent
on the QATs business achieving a revenue target of
$1.3 million at 30 June 2022 on a pro forma basis
(including the period of time between 1 July 2021 and
the date of acquisition).
On 29 November 2021, Janison Education Group Limited
acquired 100% of the shares in Academic Assessment
Services Pty Ltd (AAS). The shares were acquired for an
initial consideration amount of $9.0 million consisting
of a combination of cash and ordinary shares (Upfront
Consideration) and an additional $8.0 million may
be payable subject to certain financial performance
criteria being achieved (Earnout Consideration). The
total consideration payable, assuming the Earnout
Consideration is paid and not adjusted, is $17.0 million
(Total Consideration).
Janison Annual Report 2023 | 31
Directors’ Report.
Employees
Year ended 30 June
Full Time Employees
Part Time Employees (Full Time Equivalent)
Casuals (Full Time Equivalent)
Total full time equivalent (FTE) employees
2023
(FTEs)
2022
(FTEs)
Change
138
36
21
195
148
37
15
200
(7)%
(3)%
40%
(3)%
At the end of FY22, Janison made a number of headcount reductions as the Company ended a large software
development project to consolidate its assessment platform, and in light of the tightening in the capital markets.
It also recruited a large number of casual staff to invigilate the Selective High Schools entrance exam across
370 schools in May 2023.
Earnings Before Interest, Tax, Depreciation and
Amortisation (EBITDA)
EBITDA disclosures (which are non-IFRS financial measures) have been included as the Group believe they provide
useful information for readers to assist in understanding the Group’s financial performance. EBITDA is calculated by
adding or deducting the following expenses from the Group's Net Loss.
Year ended 30 June
EBITDA
Non-operating expenses
Share-based compensation
Foreign currency losses
Acquisition costs
Other1
2023
($'000s)
2022
($'000s)
3,975
2,420
1,448
169
399
404
1,877
1,813
958
(6)
245
616
Operating depreciation and amortisation
13,334
10,501
- Office lease amortisation
- R&D intangible amortisation
- Other operating depreciation and amortisation
Acquired amortisation
Net financial expense2
Income tax expense / (benefit)
Net Loss
Underlying Net Loss (adjusted for acquired amortisation)
965
6,232
240
5,897
661
1,265
(13,705)
(7,808)
990
5,094
204
4,213
126
(1,438)
(9,125)
(4,912)
Change
112%
33%
51%
nr
63%
(34)%
27%
(3)%
22%
18%
40%
425%
nr
50%
59%
nr: Calculation not relevant.
1 In both FY23 and FY22 'Other' non-operating expenses related to restructuring costs.
2 In FY23, finance expense includes $731 thousand relating to the unwinding of a discount on the financial liability associated with the earn
out for the acquisition of AAS in FY22. It is a non-cash item.
32 | Janison Annual Report 2023
Directors’ Report.
Operating Revenue
Platform revenue consists of:
• Licence, hosting and support for the use of Janison’s platform, products and for the external hosting of
software and data remote proctoring. Products include ICAS Assessments and PISA for Schools.
• Content licence revenue for the use of content produced either in-house by Janison or by a third-party
resold by Janison.
Services revenue consists of:
• Software development and content development.
• Implementation, configuration, and training.
• Exam management services, including revenue for invigilation, venue hire and paper logistic.
• Paper-based assessments and assessment services, including scholarship and placement tests delivered by
Academic Assessment Services (AAS).
Operating Revenue by Type
FY23 saw an increase in the proportion of Services revenue as a result of:
• Implementation services for new Platform clients
• Growth in services for existing Solutions clients (ESA and NSW DoE)
• Growth in AAS (currently delivered as a paper-based assessment)
Janison Solutions
Janison Assessments
Janison Solutions
Janison Assessments
34%
FY22
$36M
66%
37%
FY23
$41M
63%
Platform Revenue
Services Revenue
Platform Revenue
Services Revenue
31%
FY22
$36M
69%
39%
FY23
$41M
61%
Janison Annual Report 2023 | 33
Directors’ Report.
Operating Revenue by Market Sector
The acquisition of AAS and QATs as well as the increase in sales of ICAS and services for the NSW Department of Education
have all contributed to a further concentration in the Schools sector.
$5.5
$4.0
$5.4
$6.2
$5.3
$3.6
*
A
P
E
H
e
s
i
r
p
r
e
t
n
E
l
o
o
h
c
S
*HEPA = Higher Education & Professional Accreditation
$ millions
FY21
FY22
FY23
$18.5
$27.0
$32.1
Operating Revenue by Geography
In FY23, Janison recorded a reduction in the amount of revenue generated from international markets brought on
by the global impact of COVID and school closures internationally. Locally, Janison grew share of wallet in its existing
client base through acquisitions and the development of additional tests and the expansion of school year groups
and associated services.
a $0.8
$0.5
$0.4
$3.1
$2.7
$2.6
$3.0
$2.4
$2.2
c
i
r
e
m
A
A
E
M
E
a
i
s
A
Z
N
A
34 | Janison Annual Report 2023
FY21
FY22
FY23
$23.3
$30.7
$35.9
$ millions
Directors’ Report.
Board of Directors
The following persons were Directors of the Group during or since the end of the financial year:
Name
Particulars
Mr Mike Hill
Mr Brett Chenoweth
Mr Wayne Houlden
Ms Allison Doorbar
Ms Vicki Artistidopoulos
Ms Kathleen Bailey-Lord
Mr David Caspari
Non-Executive Chairman
Non-Executive Director (resigned 3 November 2022)
Non-Executive Vice Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Managing Director & Chief Executive Officer
Mike Hill
Experience and Expertise
Wayne Houlden
Experience and Expertise
Formally a Partner of Ernst & Young, Mike has been
involved in working with management teams and boards
across a number of companies and industries for more
than 20 years. He is the MD & CIO and Founder of the
Bombora Special Investment Growth Fund. Prior to
Bombora he was an investment Partner with Ironbridge,
a private equity Investment fund which invested $1.5bn.
Mike has served as Chairman of multiple ASX-listed
companies over the past six years. He is a member
of the Institute of Chartered Accountants in Australia.
Other Current Directorships
Design Milk Co Limited (ASX:DMC)
(Non-executive Chairman)
Beamtree Holdings Limited (ASX:BMT)
(Non-executive Chairman)
Mad Paws Limited (ASX:MPA)
(Non-executive Director)
Gratifii Limited (ASX:GTI)
(Non-executive Director)
Former Directorships in the Last Three Years
None
Special Responsibilities
• Chairperson
Wayne founded Janison in 1998. Wayne is a leading
thinker in the global world of education technology and
has been involved in the development of a number of
award winning and innovative online learning applications
including national education portals, online learning
management systems, professional development learning
portals and award winning assessment systems.
Wayne’s focus is now on mentoring and supporting the
Janison executive team and building and fostering both the
global Janison brand and its strategic partnerships.
Wayne has a truly global vision for how Janison will play
as a provider of digital assessment products and services.
He has strong relationships in the education technology
industry and Edtech investment community around the
world. Wayne is also a fund advisor for Europe’s leading
Edtech investment group, Emerge Education.
Previous to Janison, Wayne worked as an IT leader in
Citibank and also has a teaching background in information
technology. Wayne has a Bachelor of Science Degree from
University of New South Wales and a Diploma of Teaching
from Sydney University of Technology.
Other Current Directorships
None
Former Directorships in the Last Three Years
• Chairperson Audit and Risk Committee
None
• Member of Remuneration and Nomination Committee
Interests in Shares and Options
• 1,997,695 fully paid ordinary shares
Special Responsibilities
Member of the Audit and Risk Committee and the
Remuneration and Nominations Committee.
Interests in Shares and Options
• 68,311,376 fully paid ordinary shares
Janison Annual Report 2023 | 35
Directors’ Report.
Allison Doorbar
Experience and Expertise
Kathleen Bailey-Lord
Experience and Expertise
Allison has nearly 30 years experience in the
education sector. Having performed similar senior
executive roles in the education services sector, she
is currently Managing Partner at EduWorld, a boutique
consulting firm providing market intelligence and
strategic consulting services to the sector globally.
Allison has spent most of her career working with
education providers across the spectrum from K-12
through to higher education as well as investors and
governments helping to develop and implement their
marketing strategies. This includes working with many
of the world’s leading universities, major multinational
corporations as well as numerous government
departments and agencies. Her expertise really lies
in helping organisations operating in the sector with
the development and implementation of their growth
strategies particularly around global expansion.
Allison has spent most of her career working with
educators and is passionate about how providing
equitable education opportunities can help to deliver
long lasting and inclusive growth, as well as contribute
to social cohesion, for countries and their populations.
Kathleen is an experienced company board director
serving on a diverse range of boards across listed,
government and NFP sectors including boards in both
the technology and education sectors. During her
international senior executive career, Kathleen built deep
experience in leading businesses through substantial
transformational change. Kathleen enjoys supporting
boards to embrace the complexity and ambiguity
of the current age to create sustainable value for all
stakeholders. A Fellow of the AICD, Kathleen serves as
Deputy Chair at Melbourne Water Corporation; chairs
the People and Remuneration Committees at Datacom,
Monash College and Janison and the Sustainability
Committee at Alinta Energy. Kathleen is an external
member of the Australian Partnership Council of Norton
Rose Fulbright Australia and an active member of Chief
Executive Women. Kathleen also serves on the board of
the following private companies: Alinta Energy Group,
Datacom Group Limited, and Saint Vincent's Health
Australia Group.
Other Current Directorships
None
Other Current Directorships
None
Former Directorships in the Last Three Years
Bank Of Queensland (BOQ:ASX) 2019 – 2021
Former Directorships in the Last Three Years
Special Responsibilities
None
Special Responsibilities
Chair of the Remuneration and Nominations Committee
(appointed 3 November 2022).
Member of Remuneration and Nominations Committee
Interests in Shares and Options
• 1,146,176 fully paid ordinary shares
Interests in Shares and Options
• 26,000 fully paid ordinary shares
• 299,145 options
36 | Janison Annual Report 2023
Directors’ Report.
Vicki Aristidopoulos
Experience and Expertise
David Caspari
Experience and Expertise
Vicki has over 20 years experience in senior executive
roles across a range of ASX companies and brings
deep experience in digital transformation, scaling
customer growth and elevating brand experience.
David is a dynamic education and technology leader
with a powerhouse of experience at Managing Director,
CEO and Board level across all key sectors in technology
and services in Australia and global markets.
Vicki was Chief Marketing Officer for AfterPay
(APT:ASX), where she played a key role supporting
the buy-now-pay-later category and company
founders through their early hyper-growth phase
and global expansion.
Vicki is also a Non-Executive Director for digital pet
marketplace Mad Paws (MPA:ASX) and is on the global
advisory board of app-based travel insurance provider
Freely, a Cover-More brand owned by Zurich Australian
Insurance. She is also an independent advisor to Doshii,
a hospitality point-of-sale and app middleware venture
funded by Commonwealth Bank’s X15.
David's executive and director roles include leading
Enterprise and Government at Optus, as well as global
executive roles at Hewlett-Packard and Cisco Systems.
He is Deputy Chair of Knox Grammar and his previous
Board positions include the University of New South
Wales Academic Board and Chair of HP and EDS
subsidiary boards.
Other Current Directorships
None
Former Directorships in the Last Three Years
None
Other Current Directorships
Mad Paws (MPA:ASX) Non-Executive Director
Special Responsibilities
None
Former Directorships in the Last Three Years
None
Interests in Shares and Options
• 700,000 fully paid ordinary shares
Special Responsibilities
Member of Audit & Risk Committee
Interests in Shares and Options
• 16,129 fully paid ordinary shares
• 300,000 options
• 687,900 performance rights which are subject to
continuous employment and performance hurdles.
Refer to the Remuneration Report, section Remuneration
Strategy & Structure for full details.
• 989,060 performance rights granted as part of the FY23 LTI
Plan which is yet to be approved by shareholders.
• 300,000 vested, unexercised performance rights
Janison Annual Report 2023 | 37
Directors’ Report.
Company Secretary
Belinda Cleminson holds the position of Company Secretary.
Experience and Expertise
Belinda has over 20 years’ experience as a Company Secretary of Australian listed and unlisted companies including
ASX 200 clients. Belinda is the company secretary of various public and private companies, including ASX, NZX and OTC
listed companies across a range of industries including healthcare, REITs, e-commerce, pharmaceuticals, biotechnology,
life sciences and investment management. Belinda is a member of the Governance Institute of Australia, and a Member
of the Australian Institute of Company Directors.
Subsequent Events
On 6 July 2023, the Group paid $1 million in cash as part of the earn-out consideration for the acquisition of Academic
Assessment Services Pty Ltd (AAS). The value of this cash payment has been included in Other Liabilities in the
Statement of Financial Position as at 30 June 2023. A further $7.4 million will be due in the form of ordinary shares on
completion of the Group's annual report in Q1 of FY24.
Environment Impacts
There have been no significant environmental impacts caused by the Group.
Directors’ Meetings
The following table sets out the number of Directors' Meetings held during the financial year and the number of
meetings attended by each Director (while they were in office):
Name
Michael Hill
Brett Chenoweth
Wayne Houlden
Allison Doorbar
Kathleen Bailey-Lord
David Caspari
Vicki Aristidopoulos
Board Meetings
Audit & Risk
Committee Meetings
Remuneration &
Nomination Meetings
Held
Attended
Held
Attended
Held
Attended
12
4
12
12
12
12
12
12
3
11
12
12
12
12
4
-
4
-
4
-
4
4
-
4
-
4
-
2
4
1
4
4
3
-
-
4
1
4
4
3
-
-
All other business was conducted via circular resolution.
38 | Janison Annual Report 2023
Directors’ Report.
Equity Instruments
As at the date of signing this report, there were 5,544,310 performance rights and 599,145 options which are
exercisable as follows:
Date of Grant
Security
Number
Date of Expiry
Various
Various
30-Jun-23
3-Nov-22
3-Nov-22
TOTAL
Performance Rights
Performance Rights
Performance Rights1
Options
Options
860,970
2,397,128
2,286,212
300,000
299,145
30-Jun-35
30-Jun-36
30-Jun-37
10-Nov-25
10-Nov-25
6,143,455
Conversion
Price $
Nil
Nil
Nil
1.17
1.17
1Excludes 989,060 performance rights granted to David Caspari as part of the FY23 LTI Plan which is yet to be approved
by shareholders.
Insurance of Directors and officers
During the financial year the Group paid insurance
premiums in respect of directors and officers liability
insurance so as to insure the Directors of the Group,
the Company Secretary, and all executive officers of
the Group and of any related body corporate against
a liability incurred as such as Director, secretary
or executive officer to the extent permitted by the
Corporation Act 2001. The amount paid during the
year was $121 thousand (2022: $120 thousand).
Auditor's independence
The auditor’s independence declaration as required
under section 307C of the Corporations Act 2001 is
set out on page 102 of this annual report.
Non-audit services
Stantons International Audit and Consulting Pty Ltd
(Stantons International) are the appointed auditors
of the Group. The auditor has not been indemnified
under any circumstance.
There were no non-audit services provided in the
financial year 2023 (2022: Nil).
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.
Rounding of Amounts
The Company is an entity to which ASIC Legislative
instrument 2016/191 applies, and accordingly amounts
in the financial statements and directors’ report have
been rounded to the nearest thousand dollars.
Corporate Governance Statement
The Directors of the Company support and adhere to
the principles of corporate governance, recognising the
need for the highest standard of corporate behaviour
and accountability to the corporate governance
statement dated 22 August 2022 released to the ASX
and posted on the Company’s website:
www.janison.com/investors.
Mike Hill
Mike Hill
Chairman
Janison Annual Report 2023 | 39
Remuneration Report.
Remuneration
Report.
Introduction .......................................................... 41
1. Scope ................................................................. 43
2. Context .............................................................. 44
3. Governance ...................................................... 45
4. Remuneration Strategy & Structure ........... 47
5. FY23 Performance .......................................... 53
6. Changes in KMP and Directors’ Equity ....... 56
7. Remuneration Records .................................. 58
8. Employment Terms for KMP ........................ 60
40 | Janison Annual Report 2023
Remuneration Report.
Remuneration Report.
Kathleen Bailey-Lord
Chair of the Remuneration and Nomination Committee
Dear Shareholders
I am writing to you, as the recently appointed Chair of the Remuneration and Nominations Committee of Janison
Education Group, to provide an overview of our remuneration policies and practices as part of this year’s FY23 Annual
Report. Our report aims to provide clarity regarding how we attract, retain, and motivate talented individuals who
contribute to the success of our organisation. We also continue to foster diversity and inclusion in our organization as
we recognise diverse perspectives lead to better decision-making and enhanced performance.
At Janison, we firmly believe in aligning executive compensation with the long-term sustainable performance of the
company and the interests of our shareholders. Our remuneration policies are designed to attract and retain high-
calibre executives while promoting responsible leadership and rewarding the creation of shareholder value. We
continuously review and refine our remuneration framework to ensure its effectiveness and alignment with evolving
best practices and regulatory requirements.
FY23 has been a challenging but productive year. The ripple effect of COVID-19 remained within educational systems
globally, still recovering from the disruption caused to the learning and assessment of students. Notwithstanding these
difficulties, our team responded incredibly well, finishing the year with revenue growth of 13%, sustainable positive
cashflows and new customer agreements with strategic customers such as Cambridge University Press & Assessment
and Oxford University Press.
In our Janison Assessment division, a new partnership with the University of Sydney will see ICAS co-branded for
the FY24 event and onwards. The focus includes addressing educational equity gaps across NSW initially, but with
potential for national coverage. The two recently acquired businesses – AAS and QATs, performed very well during their
integration into the wider Janison operating model, delivering approximately $7.5 million of revenue combined in FY23.
Following a review of our current remuneration system, we made some changes to further strengthen the alignment
between executive performance and shareholder interests.
Short-Term Incentives: As part of the executive team’s Short-Term Incentive (STI) metrics, we have increased the
emphasis on strategic objectives. This is to improve short-term alignment to shareholder value creation by supporting
executive focus on both the achievement of predetermined annual performance targets and on building sustained
long-term growth.
We have also introduced a scaling adjustment to increase or decrease the amount of STI earned by executives. Applied
to an individual’s calculated score, the percentage increase or decrease applies equally across all executives depending
on the Company’s achievement against budget for Revenue and Free Cashflow. The adjustment has the effect of lifting
or lowering payouts in line with overall Company performance and drives executives to support the business across all
functions and business units.
Long-Term Incentives: The Remuneration Committee reviewed the design elements of the Long-Term Incentive (LTI)
plan established in 2020. This resulted in a change to the methodology for determining the number of performance
rights issued to each participant at the beginning of each year’s LTI plan.
Janison Annual Report 2023 | 41
Remuneration Report.
The methodology for calculating the number of rights was changed to a rolling 3-year volume weighted average share
price (VWAP) to be more aligned to investor experience and less volatile. Previously, the use of a 20-day VWAP caused
material movement in the number of performance rights being awarded each year due to the short period of time
and macro factors impacting capital markets and volatility in the Company’s share price. This new methodology was
adopted for the first time for the calculation of rights under the FY23 LTI plan. The impact was a 39% reduction in the
number of shares granted to executives, equivalent to approximately 2.3 million rights.
A second element of the LTIs currently under review is the benchmark index against which 50% of executives’ LTI rights
vest – the Total Shareholder Return (TSR) measure. The current benchmark is the S&P/ASX All Ordinaries Accumulation
Index. This includes entities that may have significantly different drivers of share price performance than Janison. As a
result, the Company’s ranking amongst this designated peer group could be determined significantly by matters outside
of management control and may weaken the LTI plan as a motivational tool for management.
The Remuneration Committee has taken feedback from shareholders, external consultants and proxy advisors on
this topic and over the coming year will investigate and consider a more appropriate benchmark for the TSR metric
– one which is more closely aligned with the manner in which our shareholders assess our performance relative to
others. Any changes to the choice of benchmark will take effect on future LTI grants and will not be implemented
retrospectively – shareholder approval will be sought as required.
Employee Share Ownership Plan
At Janison, we believe in fostering alignment between our shareholders and employees, recognising it is their collective
efforts that drive the Company's success. Janison’s Employee Share Ownership Plan (ESOP) serves as a tool to cultivate
this alignment by providing our employees with the opportunity to become shareholders and directly participate in the
growth and prosperity of our company. In supporting our employees to achieve ownership in the Company, we seek
to foster a sense of shared purpose, engagement, and dedication to our long-term goals. Enhancing our corporate
culture, it also reinforces our commitment to creating sustainable value for all stakeholders. Now in its second year,
Janison’s all-staff ESOP continues to experience high participation rates with approximately one-third of the workforce
choosing to make contributions to the plan in FY23.
Outlook
Looking ahead, the Remuneration and Nominations Committee will consider improvements to our Long-Term Incentive
plan for executives, and continue to monitor developments in the field of executive compensation, culture, and
governance. We remain committed to reviewing and refining our remuneration and people policies to ensure alignment
with evolving best practice, high performance, and shareholder expectations.
On behalf of the committee, I would like to extend appreciation to our shareholders for their ongoing trust and
support. We are dedicated to ensuring that our remuneration practices are fair, transparent, and aligned with the
best interests of our shareholders. We remain committed to fostering an inclusive culture of responsible executive
compensation that contributes to the long-term sustainable growth and success of Janison Education Group.
Yours sincerely,
Kathleen Bailey-Lord
Chair, Remuneration and Nominations Committee
Janison Education Group Limited
42 | Janison Annual Report 2023
Remuneration Report.
1. Scope
The Remuneration Report sets out the prescribed key management personnel (KMP) remuneration information and
details of Janison Education Group Limited (the “Company”) and its subsidiaries (the "Group") in accordance with section
300A of the Corporations Act 2001 (the Act) and associated regulations, including policies, procedures, governance, and
factual practices as required.
Janison Education Group Limited has decided to set out further information for shareholders to develop an accurate
and complete understanding of the Group’s approach to the remuneration of KMP.
KMP are the non-executive directors, the executive directors and employees who have authority and responsibility for
planning, directing and controlling the activities of the consolidated entity. On that basis, the following roles/ individuals
are addressed in this report:
Non-Executive Directors (NEDs) of Janison Education as at the end of FY23
Mr Michael Hill
• Independent Non-executive Director since 7 July 2014
• Chairman of the Board since 26 November 2014
• Chairman of the Audit Committee since 15 December 2018
• Member of the Remuneration and Nomination Committee since 15 December 2018
Mr Wayne Houlden
• Non-executive Director and Vice Chairman since 2 July 2020, previously Executive Director since 25 January 2000
• Member of the Audit Committee and Remuneration and Nomination Committee since 15 December 2018
Ms Allison Doorbar
• Independent Non-executive Director since 20 June 2018
• Member of the Remuneration and Nominations Committee since 24 July 2018
Ms Vicki Aristidopoulos
• Independent Non-executive Director appointed 11 November 2021
• Member of the Audit Committee since 11 November 2021
Ms Kathleen Bailey-Lord
• Independent Non-executive Director appointed 23 February 2022
• Chair of the Remuneration and Nomination Committee since 3 November 2022
Janison Annual Report 2023 | 43
Remuneration Report.
Executive Directors of Janison Education as at the end of FY23
Mr David Caspari
• Chief Executive Officer (CEO) – since 14 April 2020
• Managing Director (MD) – appointed 24 September 2021
Senior executives of Janison Education classified as KMP during the reporting period
Mr Stuart Halls
• Chief Financial Officer (CFO) since 3 December 2018
Non-Executive Directors (NEDs) of Janison Education who resigned during the
reporting period
Mr Brett Chenoweth
• Independent Non-executive Director from 7 July 2014 to 3 November 2022
• Chair of the Remuneration and Nomination Committee from 15 December 2017 to 3 November 2022
2. Context
The KMP remuneration structures that appear in this report reflect the arrangements applicable to the financial year
FY23, and where appropriate, comments regarding future considerations or changes are made to provide additional
context that may be helpful to shareholders in understanding remuneration governance and practices applicable to key
management personnel remuneration within Janison.
The following outlines important context for the decisions that were made in relation to remuneration during FY23,
the outcomes of which are presented in this report:
• Revenue increased +13% in FY23 to a total Group revenue of $41.1 million
• Operating expenses were carefully controlled to see the business deliver a positive net cashflow
• Record new customer wins with the securing of strategic clients Cambridge University Press & Assessment and
Oxford University Press
• Exclusive partnership signed with University of Sydney to co-brand ICAS and address educational equity gaps
• New UK office established with sales and account management to support the recently acquired customers
in the UK and further expand the Group's business into the UK and Europe
• As at 30 June 2023, the market capitalisation of Janison Education Group was $105.8 million, a +6% increase in market
value since 30 June 2022
• Customer satisfaction at its highest level of 97.3%
• Employee engagement levels at their highest - 41 eNPS
44 | Janison Annual Report 2023
Remuneration Report.
3. Governance
3.1 Transparency and Engagement
The Company seeks input regarding the governance of KMP remuneration from a wide range of sources, including:
• Shareholders and other stakeholders
• Remuneration and Nomination Committee Members
• External remuneration consultants (ERCs)
• Shareholder proxy advisors
• Other experts and professionals such as tax advisors and lawyers
• Company management to understand roles and issues facing the Company
The following outlines a summary of the Company’s Remuneration Framework. Shareholders can access a number of the
related documents by visiting the investor portal on the Company website www.janison.com/investors/.
No fees were paid for external remuneration services during the year to 30 June 2023.
3.2 Remuneration and Nomination Committee Charter
The Remuneration and Nomination Committee Charter governs the operation of the Remuneration and Nomination
Committee (the Committee). It sets out the Committee’s role and responsibilities, composition, structure and
membership requirements. The purpose of the Committee is to assist the Board by:
• Establishing appropriate processes regarding the review of the performance of directors, committees and the Board, and
implementing them
• Reviewing and making recommendations to the Board in relation to the remuneration packages of senior executives and
non-executive directors, equity-based incentive plans and other employee benefit programs
• Developing policies, procedures and practices that will allow the Group to attract, retain and motivate high
calibre executives
• Ensuring a framework for a clear relationship between key executive performance and remuneration
The Committee has the authority to obtain outside legal or other professional advice or assistance on any matters
within its terms of reference.
The Company recognises the importance of ensuring that any recommendations given to the Committee provided by
remuneration consultants are provided independently of those to whom the recommendations relate.
Janison Annual Report 2023 | 45
Remuneration Report.
3.3 Securities Trading Policy
The Company’s Securities Trading Policy applies to Directors and executives classified as KMP (including their relatives
and associates), those employees working closely with KMP, employees nominated by the Board, or any other
employee holding inside information. It sets out the guidelines for dealing in any type of Company Securities by persons
covered by the policy, and the requirement for the Company to be notified within 2 business days of any dealing. It also
summarises the law relating to insider trading which applies to everyone at all times.
Under the current policy, those covered by the policy may not trade during a “blackout period” or when they hold inside
information (subject to exceptional circumstances arrangements, see the policy on the Company website).
The following periods in a year are “blackout periods” as defined in the policy:
• Two weeks prior to the release of the Company’s quarterly results or half year results
• From the financial year balance date until 24 hours following the release of the Company’s preliminary
full year results (Appendix 4E) as long as such results are audited
• Within 24 hours of release of price sensitive information to the market, and another date as declared by the
Board (ad-hoc)
46 | Janison Annual Report 2023
Remuneration Report.
4. Remuneration Strategy & Structure
4.1 Executive Remuneration Policy
The key objectives of Janison's remuneration policy are to ensure employee remuneration achieves the following:
1. Provide alignment between executive rewards and shareholder value creation
2. Attract, retain and motivate high calibre employees
3. Be fair and equitable across the organisation
4. Simple, clear and understandable
5. Drive short term and long term performance
The Group executive Remuneration policy consists of the following components, which combined, form the Total
Remuneration Package (TRP).
Executive Total Remuneration Package (TRP)
Fixed Compensation
Variable Compensation
Base
Salary
Super
Allowances
& Benefits
Short Term
Incentive
Long Term
Incentive
Fixed Compensation:
– Base salary is paid monthly and reviewed annually in August to remain competitive relative to market rates of pay
for high-calibre executive talent in similar organisations.
– Super is paid monthly to a complying super fund and is based on legislative minimum requirements.
– Allowances & benefits include annual leave, parental leave, a phone allowance, parking allowance, and the
opportunity to acquire shares up to 30% of base salary each calendar year on a monthly basis under the
Company ESOP scheme.
Variable Compensation:
– Short-term incentive plan (STIP) is a cash bonus of 30% of base salary for senior executives and 40% for the
CEO. Payment is linked to annual performance of company goals (financial and non-financial) and individual
contributions to operational and strategic objectives.
– Long-term incentive plan (LTIP) is an equity grant in the form of Indeterminate Performance Rights which vest
on the achievement against a market measure (iTSR) and a non-market, financial measure (RoE). Performance
is measured over a 3-year period with rights granted on an annual basis. The long-term nature and the use of
a market measure ensures a strong link between shareholder value creation and executive reward.
– In any given year it is possible that executives may be awarded no variable compensation.
Janison Annual Report 2023 | 47
Remuneration Report.
Short Term Incentive Plan (STIP) details
Aspect
Purpose
Measurement
Period
Award
Opportunities
Performance
Assessment
Plan, offers and comments
The STIP’s purpose is to give effect to an element of remuneration that is partly at-risk and partly
an incentive. This element of remuneration reinforces a performance-focused culture, encourages
teamwork and co-operation among executive team members and maintains a stable executive
team by helping retain key talent. These objectives aim to be achieved by a simple plan that rewards
participants for their performance during a 12-month period. Non-executive Directors are excluded
from participation
The Group's financial year (12 months).
In FY23 the CEO and CFO were offered an opportunity of up to 40% and 30% of their Base Salary
respectively, no change from FY22.
Each year the Board sets the conditions that are used to assess the executive STIP, in consultation
with the CEO. The majority of performance assessments are linked to the Group’s financial results
and strategic priorities identified as part of the formal Annual Operating Plan (AOP) process. Also
included are a series of non-financial outcomes relating to employee satisfaction, culture, retention
of staff and customer satisfaction.
For FY23, short-term incentive awards were based on a number of measures including Revenue,
Gross Margin, EBITDA and Cash Flow, workforce development, employee retention, and the
successful delivery of individual operating priorities. Individual strategic objectives were introduced
into the FY23 plan metrics for each participant. The outcome of these measures is shown in table 5.2.
Award/Payment
Assessments and award determinations are performed following the end of the Measurement
Period and prior to the auditing of Group accounts. Awards are generally paid in cash in the
September immediately following the end of the Measurement Period. They are paid through payroll
with PAYG tax and superannuation remitted as appropriate. (See section 7.1. Senior Executive
Remuneration of the Remuneration Report for more details.)
Cessation of
Employment
During a
Measurement
Period
In the event of a termination of employment, the following applies to STIP opportunities for the
financial year:
• If the participant is not employed on the date of payment, all award opportunities are forfeited
unless otherwise determined by the Board,
• If the termination is due to dismissal for cause, all award opportunities are forfeited,
• If the termination is due to resignation, all entitlements in relation to the Measurement Period
are forfeited, unless the termination is classified as “good leaver” in the discretion of the Board,
• In the case of a good leaver, the Board may make an award at the time of the termination
(which would be classified as a termination payment), or assess outcomes at the normal time,
following the termination.
Change of
Control
In the event of a Change of Control, including a takeover, the Board has discretion regarding
the treatment of short-term incentive bonus opportunities, having regard to the portion of the
Measurement Period lapsed, and pro rata performance to the date of the assessment.
Fraud, Gross
Misconduct etc.
If the Board forms the view that a participant has committed fraud or gross misconduct in relation
to the Company then all entitlements in relation to the Measurement Period will be forfeited by
that participant.
48 | Janison Annual Report 2023
Remuneration Report.
Long Term Incentive Plan (LTIP) Performance Rights
Aspect
Purpose
Plan, offers and comments
The LTIP’s primary purpose is to reinforce a long-term performance-focused culture, encourage
teamwork and co-operation among key executives and directors, and maintain a stable leadership
team by helping retain key talent. Other purposes of the LTI program include:
• to enable the Company to compete effectively for the calibre of talent required for it to be
successful, and
• facilitating variable remuneration cost outcomes so that in periods of poor performance the
cost is reduced
Non-executive Directors are excluded from participation
Form of Equity
The current plan includes the ability to grant:
Amount Payable
for Grants
Plan Limit
• Indeterminate Performance Rights, which are subject to performance related vesting
conditions and vesting hurdles, and which may be settled upon exercise in cash or by
new issues or on market purchase of ordinary fully paid Shares.
• No dividends accrue to unvested Rights, and no voting rights are attached.
No amount is payable by participants for grants of Performance Rights.
Unless prior shareholder approval is obtained, the number of Awards which may be granted
under this Plan (assuming all Options and Performance Rights were exercised) must not at any
time exceed in aggregate 5% of the total Issued Capital of the Company at the date of any
proposed new Awards.
Grant Values
In FY23,
• David Caspari was granted 687,900 performance rights
• Stuart Halls was granted 738,954 performance rights
• Other senior executives were granted 2,277,310 performance rights.
Exercise of
Grants
Following the end of the Measurement Period, the Remuneration Committee will assess whether
the vesting conditions and hurdles have been met and will notify the participants of the number
of Performance Rights which have vested (if any) and that are able to be exercised.
The Board retains discretion to increase or decrease, including to nil, the extent of vesting in
relation to each tranche of Performance Rights if it forms the view that is appropriate to do so
given the circumstances that prevailed during the measurement period in relation to the Company
or the Participant.
Measurement
Period
Performance Rights granted have a Measurement Period of 3 years that applies prior to vesting.
Performance Rights grants are intended to be made annually.
Janison Annual Report 2023 | 49
Remuneration Report.
Long Term Incentive Plan (LTIP) Performance Rights
Aspect
Plan, offers and comments
Vesting
Conditions
1. Index-linked Total Shareholder Return (iTSR) (50% weighting)
Targets and Payout Levels:
• Threshold: JAN.ASX Total Shareholder Return (TSR) is equivalent to the index TSR (ASX All
Ordinaries Accumulation Index). The proportion of Performance Rights vesting at this level
is on a pro rata basis between 0% and 50% up to the 'Target' Payout Level
• Target: JAN.ASX TSR is 10-20% greater than the Index TSR. The proportion of Performance Rights
vesting at this level is on a pro rata basis between 50% and 100% up to the 'Stretch' Payout Level.
• Stretch: JAN.ASX TSR is 20% greater than the Index TSR over a 3-year measurement period. The
proportion of Performance Rights vesting at this level is 100%.
2. Return on Equity (ROE) average over 3 years (50% weighting)
Targets and Payout Levels:
• Threshold: 10.0%
• Target: 12.5%
• Stretch: 15.0%
If the RoE achieved over the Measurement Period is between 0% and 10% then the number of
rights vesting is between 0% and 25% of the RoE Tranche of rights. If the Target RoE is achieved
(12.5% RoE) then 50% of rights vest. If RoE is between 10% and 12.5% there is a pro rata vesting of
rights of between 25% and 50%. If the Stretch RoE (15%) is achieved or exceeded, 100% of rights vest.
If the RoE is between 12.5% and 15.0% there is a pro rata vesting of rights of between 50% and 100%.
ROE is defined as Net Profit After Tax adjusted for amortisation of acquired intangible assets and
Share Based Compensation" (NPAT-A) divided by Shareholder Equity. NPAT-A is calculated by summing
the total NPAT-A for each of the 3 years during the Measurement Period and dividing by the average
equity of the same 3-year Measurement Period.
Each measure carries a 50% weighting on the total amount of Performance Rights.
The exercise price is Nil.
Plan Gates
TSR Gate: Total Shareholder Return must be positive for any Performance Rights to vest.
ROE Gate: EPS must be at least 0.5 cents per share in the final year of the 3-year measurement
period for any Performance Rights to vest.
Comments
The performance hurdles were developed in 2019 in consultation with independent remuneration
consultants.
Method of
Allocation
The Group operates in an industry with few Australian edtech listed peers for it to choose a peer-
group as its benchmark index.
Indexing avoids the problems associated with gains or losses from broader market movements.
Return on Equity was chosen as it ensures there is appropriate focus on profitable growth and cost
management which are directly controlled by KMP.
The Board has signalled it will review the design of the Company's LTI plan over the coming year for
its appropriateness in terms of the measures and targets adopted. It is expected that any changes to
the Plan Rules will take effect on future grants and not impact any previously announced grants for
executives.
The number of Performance Rights granted (at Target) is calculated as 50% of the KMP’s base salary
(75% for the CEO) divided by the volume-weighted average share price (VWAP) for the 3-year period
prior to the date at the start of the Measurement Period. This has been amended from the previous
use of a 2-day VWAP due to the volatility in a shorter time frame for calculating the average price and
gives rise to a fairer number of rights granted. This number of Rights represents 50% of the maximum
amount the participant can earn if the Stretch opportunity is achieved the rights are then doubled to
reflect the maximum number of rights possible if the Stretch measure is achieved.
The Board retains discretion to determine the value of LTI to be offered each year, subject to
shareholder approval in relation to Directors, when the Rights are to be settled in the form of a new
issue of Company shares. The Board may also seek shareholder approval for grants to Directors in
other circumstances, at its discretion.
50 | Janison Annual Report 2023
Remuneration Report.
Long Term Incentive Plan (LTIP) Performance Rights
Aspect
Term
Cessation of Employment
Plan, offers and comments
The Term of Rights in each Tranche will be 15 years unless otherwise determined by the
Board and specified in an Invitation.
A termination of employment will trigger a forfeiture of some or all of the long-term
incentives held by an executive in respect of which performance conditions and hurdles
have not yet been met, depending upon the circumstances of the termination. The Board
retains discretion to trigger or accelerate payment or vesting of incentives provided the
limitation on termination benefits as outlined in the Corporations Act are not breached.
Change of Control of
the Company (CoC)
If a Change of Control Event occurs the Board may determine that all or a specified
number of a Participant’s Performance Rights Vest or cease to be subject to Vesting
Conditions or restrictions (as applicable).
Fraudulent or
Dishonest Actions
If the Board takes the view that a Participant has acted fraudulently, dishonestly, or
willfully breaches their duties to the group, the Board has discretion to determine that
unvested or unexercised awards are forfeited.
Employee Share Ownership Plan (ESOP) details
Aspect
Purpose
Period
Award Opportunities
Plan, offers and comments
The ESOP’s purpose is to attract and retain permanent employees.
The Company’s financial year (12 months).
Eligible employees are entitled to participate in the Plan and can sacrifice up to 30% of
their Base Salary each year as a post-tax contribution during the Period. The Company
will convert the employee contributions into fully paid ordinary shares at the end of the
Period. For every $1 contributed by the employee, the Company will match with shares
to the equivalent value up to a maximum of $2,000. Thereafter, the Company will match
every additional $3 contributed with shares equivalent to the value of $1 up to the
maximum of the individual’s 30% of Base Salary.
Award/Payment
Assessments and share issues are performed following the end of the Period and the
auditing of Company accounts and Annual General Meeting (AGM). Awards can be made
through the issue of new equity or via on-market purchases.
Grant Values
During FY23 employees contributed $311 thousand, the required shares will be issued as
per the policy.
Cessation of
Employment During a
Measurement Period
Change of Control
In the event of a termination of employment up to the Award date each year all award
opportunities are forfeited and any cash contributed by the employee is returned in full.
In the event of a Change of Control, including a takeover, the Board has discretion
regarding the treatment of the ESOP awards, having regard to the portion of the
Measurement Period lapsed, and pro rata performance to the date of the assessment.
Fraud, Gross
Misconduct etc.
If the Board forms the view that a participant has committed fraud or gross misconduct in
relation to the Company then all entitlements in relation to the Measurement Period will
be forfeited by that participant and any cash contributions made by the employee will be
returned in full.
Janison Annual Report 2023 | 51
Remuneration Report.
4.2 Non-executive Director Remuneration Policy
The Non-executive Director remuneration policy applies to non-executive directors (NEDs) of the company in their
capacity as directors and as members of committees, and is summarised as follows:
• Remuneration may be composed of:
– Board fees
– Committee fees
– Superannuation
– Other benefits
– Equity grants
• Remuneration will be managed within the aggregate fee limit (AFL) or fee pool approved by shareholders of the
Company as part of the listing, of $500,000 (excluding the salaries of executive Directors).
• The Board may seek adjustment to the AFL in the case of the appointment of additional NEDs, or should the AFL
become insufficient to attract or retain the appropriate caliber of NEDs.
• Committee fees may be used to recognise additional contributions to the work of the Board by members of
committees in circumstances where the workload of the Board is not equally shared.
• The Board Chair and Vice Chair fee will be set as a multiple of the fees payable to other NEDs, in recognition of the
additional workload associated with this role.
The NED fee policy rates for the main Board that were applicable as at the end of FY23, and which will apply
to FY23 unless a review is conducted during the year were $70,000 fee (including super) for members and $90,000 fee
(including super) for the chair.
The Board believes that stock options can be a valuable tool for aligning the interests of NEDs with those of
shareholders. When NEDs hold stock options, they have a vested interest in the company's success, as the value of
their options will increase as the company's stock price increases. This can help to ensure that NEDs make decisions
that are in the best interests of shareholders.
Stock options can also help companies such as Janison (that may not have the resources to pay high director fees)
in attracting and retaining top talent due to the potential for a significant financial upside for the NED if the company
is successful.
The Board believes that the benefits of granting stock options to NEDs outweigh the risks. The Board is committed
to creating an environment and a culture for NEDs and executives to express dissenting views without fear of
repercussions that could lead to NEDs losing the right to their stock options.
The Board is also committed to ensuring remuneration of directors is fair and reasonable, and that it is aligned with
the interests of shareholders. The Committee will continue to monitor the effectiveness of the remuneration policy, and
it will make changes as necessary.
52 | Janison Annual Report 2023
Remuneration Report.
5. FY23 Performance
5.1 Group Performance
The following outlines the performance of the Group over the FY23 period in accordance with the requirements of the
Corporations Act.
(A$ millions unless otherwise stated)
Revenue
Annualised Recurring Revenue
Gross Margin
Share Price ($)
Total Shareholder Return
ASX All Ordinaries Shareholder Return
FY20
$21.9
$12.9
46%
$0.33
+14%
(8)%
FY21
$30.2
$22.4
55%
$0.89
+170%
+23%
FY22
$36.3
$25.2
64%
$0.43
(52)%
(13)%
FY23
$41.1
$25.9
63%
$0.45
5%
10%
Total Shareholder Return (TSR) is calculated as the return to shareholders between the start and the end of
measurement period, composed of the sum of the change in the share price and dividends over the period (assumed
to be reinvested in Company Shares), as a percentage of the Share price at the start of the measurement period.
Macro factors and technology-specific sentiment affected the share price of Janison in the final months of the financial
year FY23. Despite this, the Company delivered significant achievements that created shareholder value during the
reporting period such as the following:
• Janison became sustainably cashflow positive in FY23 through strong revenue growth, robust profit margins and
controlled operating expenses. Janison finished the year with $12 million in cash.
• 21% growth in Janison Assessments and 9% growth in core Janison Solutions.
• Organic growth in recently acquired businesses – AAS and QATs of +58% and +43% respectively, with a combined
revenue growth of $2.7 million.
• A record number of new clients won in the Janison Solutions division – particularly noteworthy are the strategic
clients Cambridge University Press & Assessment, and Oxford University Press.
Janison Annual Report 2023 | 53
Remuneration Report.
5.2 STI and LTI Grants and Determinations
Outlined below is a summary of the STI awards and the amounts achieved in FY23.
FY23 KPI Summary
Award Outcomes
FY22 Paid in FY23
Name
Position
KPI
Summary
Target
Award
$
David Caspari
Chief Executive Officer
See below
156,560
Stuart Halls
Chief Financial Officer
See below
95,790
Achievement
% $ Awarded1
45%
88%
69,899
84,061
Total STI Award
$
46,399
36,419
1To be paid in FY24.
STI Outcomes
STI KPI metrics are set annually in advance by the Board and include a combination of financial measures and non-
financial measures, at group level and an individual level. For FY23, KPI measures for the Chief Executive Officer and
Chief Financial Officer included achievement to budget for the following:
Financial
• Total Operating Revenue
• Gross Margin
• EBITDA
• Cash Flow
Operational
• Employee Engagement & Retention
• Customer Satisfaction
Strategic
• Strategic Objectives
The following table outlines the STI that was earned in comparison with the target STI for the FY23 financial year:
Name
Position
Target
Achieved
Target
Achieved
Target
Achieved
David Caspari
Chief Executive Officer
Stuart Halls
Chief Financial Officer
60%
60%
54%
54%
30%
30%
28%
29%
10%
10%
10%
5%
Financial
Operational
Strategic
The Board and David Caspari mutually agreed to reduce the CEO FY23 STI award by 50% of the calculated amount in
recognition of specific events that took place during the financial year and to allow a greater pool of STI funds to be
available for other staff.
To calculate the total award payable, the Group accounts were prepared and presented along with reports on the
Group’s activities during the year to the Board and the Remuneration Committee. The Remuneration Committee then
assessed the extent to which STI metrics had been met or exceeded in relation to the Company and individual.
54 | Janison Annual Report 2023
Remuneration Report.
LTI Plan Outcomes
The LTIP operates on the basis of a series of 3-year performance cycles commencing on 1 July each year and ending on
30 June three years later.
FY23 saw the conclusion of the first measurement period for Janison’s FY21 LTI plan which covers the three years
from 1 July 2020 to 30 June 2023 (FY21-FY23 inclusive). Over this period, the Company performed strongly against a
backdrop of COVID-19, constrained capital markets, and a risk-off sentiment towards high-growth technology stocks in
recent months impacting share price.
Performance from 1 July 2020 to 30 June 2023 (FY21-23)
• 36% increase in JAN share price
• 11% Compound Annual Growth Rate (CAGR) in the JAN share price
• 23% Revenue CAGR
• 17% EBITDA CAGR
• Reached sustainable cashflow positive in FY23
• Acquired and integrated four new businesses which now generate $15 million revenue
• Several strategic client wins (Oxford University Press and Cambridge University Press & Assessments) and the
extension of NAPLAN Online
Calculated Results for the FY21 LTI Plan
Measure
Target
Outcome
RoE
TSR
10-15% Return on Equity
(18)% Return on Equity
0-20% CAGR above the index
+0.75% growth above the index
TOTAL AMOUNT OF RIGHTS VESTING
Percentage
Rights Vesting
% Weighting
0.00%
3.73%
1.87%
50%
50%
After extensive deliberation and recognising the significant achievements listed above amidst a backdrop of
unprecedented events during the Measurement Period brought on by the global pandemic and its impact on
educational bodies in particular, the Board resolved to exercise discretion and vest a nominal amount of additional
performance rights above the calculated number for the FY21 LTI plan.
In assessing the appropriate level of award, the Board has balanced the challenging environment for shareholders and
the strong competition for talent and retention across Australia. The Board believes this is an appropriate adjustment
and in the best interests of shareholders and executives.
Number of rights vesting for KMP under the FY21 LTI Plan
Name
Title
David Caspari
Chief Executive Officer
and Managing Director
Number
of Rights
Originally
Granted
Calculated
Number
of Rights
Vesting
Additional
Discretionary
Number of
Rights Vesting
Total
Number
of Rights
Vesting
Number
of Rights
Lapsed
6,357,848
118,892
181,108
300,000
6,057,848
Stuart Halls
Chief Financial Officer
900,000
16,830
183,170
200,000
700,000
TOTAL PERFORMANCE RIGHTS
7,257,848
135,722
364,278
500,000
6,757,848
Janison Annual Report 2023 | 55
Remuneration Report.
Grants made during the reporting period
During the financial year FY23, the following LTI performance rights were granted to KMP:
Name
Role
Instrument
FY22 LTIP
FY23 LTIP
Number
of Rights
Granted
Value of
Rights on
Date of
Grant $
Number
of Rights
Granted
Value of
Rights on
Date of
Grant $
David Caspari
Chief Executive Officer
Performance Rights
687,900
189,173
-
-
Stuart Halls
Chief Financial Officer
Performance Rights
193,070
88,812
545,884
122,824
TOTAL PERFORMANCE RIGHTS
881,600
277,985
545,884
122,824
Due to the changeover in the Chair of the Remuneration and Nominations Committee during the year, there was a
delay in granting the FY22 and FY23 LTIP performance rights in full. The grants were finalised at the end of FY23. Stuart
Halls was granted and issued 193,070 performance rights under the FY22 LTI plan in FY22, representing 50% of the
total. The second 50% of rights were granted at the end of FY23 and are shown above. FY23 LTI performance rights for
David Caspari were granted at the end of FY23 but require shareholder approval before being issued and so are not
reflected in the table above.
6. Changes in KMP and directors’ equity
The following table outlines the changes in the amount of equity held by executives (including executive Director) of the
Group over the financial year:
Granted FY23
Name
Instrument
Balance
Beginning
of Year
1-Jul-22
Date
Granted
Lapsed
Vested
/ (Sold)
Granted
Number
Number
Number
Number
Purchased
Balance
End of
Year
Number
687,900
300,000
700,000
932,024
200,000
-
-
-
-
-
Escrowed
Number
-
-
-
-
-
-
-
-
David
Caspari
Stuart
Halls
Performance
Rights1
Performance
Rights Vested
Ordinary
Shares
Performance
Rights2
Performance
Rights Vested
Ordinary
Shares
Loan Funded
Shares
6,357,848
Various
687,900
(6,057,848)
(300,000)
-
700,000
-
-
-
-
-
-
300,000
-
900,000
Various
932,024
(700,000)
(200,000)
-
99,199
150,000
-
-
-
-
-
-
-
-
-
200,000
-
(99,199)
(150,000)
-
-
-
TOTAL
8,207,047
1,619,924 (6,757,848)
(150,000)
(99,199)
2,819,924
1 David Caspari was granted 687,900 performance rights as part of the FY22 LTI Plan, and 989,060 performance rights as part of the
FY23 LTI Plan, the latter is yet to be approved by shareholders and not included in the table above.
2 Stuart Halls was granted 386,140 performance rights as part of the FY22 LTI Plan, and 545,884 performance rights as part of the
FY23 LTI Plan.
56 | Janison Annual Report 2023
Remuneration Report.
6. Changes in KMP and directors’ equity (cont.)
The following table outlines the changes in the amount of equity held by non-executive directors of the Group over the
financial year:
Granted FY23
Name
Instrument
Balance
Beginning
of Year
1-Jul-22
Date
Granted
Granted
Number
Forfeited
Number
Vested
Number
Purchased
/ (Sold)
Number
Balance
End of Year
Number
Escrowed
Number
Loan Funded
Shares
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
68,311,376
600,000
1,882,850
600,000
1,531,051
Wayne
Houlden
Mike Hill
Brett
Chenoweth
Allison
Doorbar
Vicki
Aristidopoulos
Kathleen
Bailey-Lord
Ordinary
Shares
Loan Funded
Shares
Ordinary
Shares
Loan Funded
Shares
Ordinary
Shares
Loan Funded
Shares
Ordinary
Shares
Ordinary
Shares
Options
Ordinary
Shares
Options
546,176
16,129
-
-
-
-
-
-
-
3 Nov
2022
300,000
-
-
3 Nov
2022
299,145
-
-
-
-
-
-
TOTAL
74,087,582
599,145
* Balance at the date of resignation.
-
-
(600,000)
-
-
-
-
68,311,376
-
600,000
(485,155)
1,997,695
(600,000)
600,000
(600,000)
600,000
-
-
-
-
-
-
-
-
-
-
-
-
2,131,051*
1,146,176
16,129
300,000
26,000
26,000
-
299,145
(459,155)
74,227,572
-
-
-
-
-
-
-
-
-
-
-
-
600,000
-
-
-
-
-
Janison Annual Report 2023 | 57
Remuneration Report.
The following table outlines the value of equity granted to executives and NEDs in respect of
Janison Education Group Limited:
Name
Role
Instrument
Total Value
at Grant $
Value
Expensed in
FY23
Max Value
to be
Expensed
in Future
Years
Min Value
to be
Expensed
in Future
Years
David Caspari
Chief Executive Officer
Performance Rights
411,711
116,161
542,820
131,109
Stuart Halls
Chief Financial Officer
Performance Rights
300,448
50,695
364,011
63,563
TOTAL PERFORMANCE RIGHTS
712,159
166,856
906,831
194,672
Note: The assumptions used to value equity grants can be found in the Notes to the financial statements.
7. Remuneration Records
7.1. Senior Executive Remuneration
The following table outlines the remuneration received by Senior Executives of Janison Education Group Limited
during the financial years ended 30 June 2023 and 2022, prepared according to statutory disclosure requirements
of the Corporations Act:
Base Package
STI1
LTI2
Name
Role
Year
Salary
$
Super
Contribution
$
Other
Benefits
$
Amount
$
% of
TRP
Amount $
% of
TRP
Amount $
% of
TRP
Total
Package
$ (TRP)
David
Caspari
CEO
Stuart
Halls
CFO
2023
389,500
25,292
-
414,792 69%
69,899
12% 116,161 19%
600,853
2022
380,000
23,568
- 403,568 74% 46,399
8% 95,933 18%
545,900
2023
317,750
25,292
- 343,042 72%
84,061
18% 50,695 11%
477,798
2022
305,747
23,568
-
329,315 85%
36,419
9% 22,572
6%
388,306
TOTAL
TOTAL
2023
707,250
2022
685,747
50,584
47,136
- 757,834 70% 153,960
14% 166,856 15% 1,078,651
- 732,883 78% 82,818
9% 118,505 13%
934,206
1 The STI value reported in this table is the STI to be paid during FY24, being the award earned during FY23. FY22 STI had not been determined at the time
the FY22 annual report was released, the figures above have been adjusted to account for the STI amounts awarded for FY22.
2 The LTI value reported in this table is the amortised accounting charge of all grants that have not lapsed or vested as at the start of the reporting period.
Where a market-based measure of used such as TSR or Share Price, no adjustments can be made to reflect actual LTI outcomes. Where conditions
include only non-market hurdles (effectively anything other than Share price or TSR), LTI performance is amortisation may increase, or even be written
back, based on the expected outcome during each year of the amortisation period (and may include negative values).
58 | Janison Annual Report 2023
Remuneration Report.
7.2 NED Remuneration
Remuneration received by non-executive directors of Janison Education Group during the financial years ended
30 June 2023 and 2022 is disclosed below:
Board
Fees $
Executive
Fees $
Other
Benefits $ (5)
Superannuation
$
Equity
Grant $
Name
Mike Hill
Role
Non-Executive
Chairman
Wayne
Houlden
Non-Executive
Vice Chairman
Brett
Chenoweth1
Non-Executive
Director
David
Willington2
Non-Executive
Director
Allison
Doorbar
Non-Executive
Director
Vicki
Aristidopoulos3
Non-Executive
Director
Kathleen
Bailey-Lord4
Non-Executive
Director
Year
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
82,192
82,192
70,000
70,000
23,332
69,996
-
15,982
69,996
69,996
63,636
40,496
63,636
22,273
-
-
67,864
66,986
56,000
32,000
-
-
-
-
-
-
-
-
-
-
8,630
8,219
14,476
13,699
-
-
-
1,598
-
-
6,682
4,050
6,682
2,227
Total $
90,822
90,411
208,340
182,685
23,332
69,996
-
17,580
69,996
69,996
-
-
-
-
-
-
-
-
-
-
51,896
122,214
-
44,546
47,934
118,252
-
24,500
TOTAL
TOTAL
2023
372,793
67,864
2022
370,934
66,986
56,000
32,000
36,470
99,830
632,956
29,793
-
499,714
1Resigned 3 November 2022
2Resigned 24 September 2021
3Appointed 11 November 2021
4Appointed 23 February 2022
5Included in "Other Benefits" is Living Away from Home Allowances
Janison Annual Report 2023 | 59
Remuneration Report.
8. Employment Terms for KMP
8.1 Service Agreements
A summary of contract terms in relation to executive KMP as at the end of FY23 is presented below noting that under
the FY23 arrangements, the STI is scaled to the target amount, and the LTI is reported at the accounting value as of
the date of grant since the vesting conditions attaching to the long-term incentive are binary, either achieved or not
achieved, and therefore have either the grant date accounting value shown, or will not have a value.
Period of Notice
Base Package
including Super
Name
Role
Held
From Company
or KMP
Amount
$
Fixed
% TRP
STI Opportunity
LTI Opportunity
Target
% of
Base
Pkg
Target
STI
Amount
$
% of STI
Subject
to
Deferral
Target
% of
Base
Pkg
STI
%
TRP
Target LTI
Amount
$
LTI %
TRP
Total
Remuneration
Package
at Target
Performance
CEO
3 mths
418,900
42%
37% 156,560 16%
CFO
3 mths
346,800
47%
28% 95,790 13%
765,700
44% 33% 252,350 15%
-
-
-
98%
411,711 42%
987,171
87%
300,448 40%
743,038
93%
712,159 41%
1,730,209
David
Caspari
Stuart
Halls
TOTAL
Note:
• All directors including David Caspari are employed by the parent entity, Janison Education Group Limited
• All employees including Stuart Halls are employed by the operating entity, Janison Solutions Pty Limited
• All contracts have an open-ended duration
• Under the terms of the STI arrangements in place, the maximum STI opportunity is 100% of the
Target STI opportunity based on a weighted average salary during the year
• Base package includes an entitlement of five weeks annual leave per year of service and the
compulsory superannuation
• Contributions as per the Superannuation Guarantee
• Maximum termination payments under the above contracts are up to the amount specified under the
Corporations Act (1 x average Base Salary) unless shareholder approval is obtained. The treatment of incentives
in the case of termination is addressed in separate sections of this report that give details of incentive design
• On appointment to the Board, all non-executive directors enter into an agreement with the Company in the form
of a letter of appointment, including an outline of duties, and the following features:
– Open ended term, subject to ongoing approval by the Company’s shareholders
– The initial fees payable to the person
– The terms on which the Company may terminate the appointment (e.g. resignation, bankruptcy etc.)
– The initial granting of equity as outlined elsewhere in this report (only one grant specified in the agreement)
– The agreement does not include any entitlement to termination payments, however under the equity grant
arrangements, payments which may be classified as termination payments could theoretically arise, in which case
the Board will exercise its discretion to determine the appropriate outcome
60 | Janison Annual Report 2023
Financial Statements.
Financial
Statements.
Janison Annual Report 2023 | 61
Financial Statements.
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Year ended 30 June
Revenue from ordinary activities
Cost of sales
Gross profit
General and administrative expenses
Business development expenses
Other operating income and expenses, net
Total operating expenses
Acquisition expenses
Share-based compensation
Depreciation and amortisation
Net financial expense
Other non-operating expenses
Foreign exchange gains and losses
Loss before income tax
Income tax expense / (benefit)
Net loss
Other Comprehensive Income
Foreign currency translation, net of income tax
Total Comprehensive Loss
Note
3
4
5
6
5
7
8
9
2023
($'000s)
2022
($'000s)
41,068
36,311
15,302
25,766
18,404
3,387
-
13,081
23,230
16,450
5,245
(342)
21,791
21,353
399
1,448
245
958
13,334
10,501
661
404
169
126
616
(6)
(12,440)
(10,563)
1,265
(13,705)
(1,438)
(9,125)
27
(3)
(13,678)
(9,128)
Basic loss per share (cents)
31
(5.78)
(3.92)
The accompanying notes form an integral part of these financial statements.
62 | Janison Annual Report 2023
Financial Statements.
Consolidated Statement of Financial Position
As at 30 June
Assets
Cash and cash equivalents
Trade and other receivables
Work in progress
Prepaid expenses
Total current assets
Work in progress
Plant and other equipment
Intangible assets
Right of use asset
Deferred tax asset
Other non-current assets
Total non-current assets
Total Assets
Liabilities
Trade and other payables
Employee entitlements
Lease liabilities
Contract liabilities
Provisions
Income tax payable
Other liabilities
Total current liabilities
Employee entitlements
Lease liabilities
Provisions
Other non-current liabilities
Deferred tax liability
Total non-current liabilities
Total Liabilities
Net Assets
Equity
Share capital
Reserves
Accumulated losses
Total Equity
The accompanying notes form an integral part of these financial statements.
Note
2023
($'000s)
2022
($'000s)
30
10
11
11
12
13
24
9
14
15
24
29
23
9
20
15
24
23
9
18
19
12,039
4,483
1,082
563
11,820
5,658
820
536
18,167
18,834
60
430
99
771
32,962
40,702
469
5,319
310
39,550
57,717
5,366
3,651
510
5,409
251
14
8,379
23,580
321
-
-
27
2,897
3,245
26,825
30,892
2,629
7,281
272
51,754
70,588
3,917
3,451
940
5,738
525
26
652
15,249
174
1,984
199
7,296
3,464
13,117
28,366
42,222
78,631
5,024
77,731
3,549
(52,763)
(39,058)
30,892
42,222
Janison Annual Report 2023 | 63
Financial Statements.
Consolidated Statement of Cash Flows
Year ended 30 June
Receipts from customers
Payments to suppliers and employees
Interest paid and received, net
Income taxes paid
Other
Net cash flows from operating activities
Acquisition of businesses, net of cash acquired
Acquisition transaction costs
Purchase of intangible assets
Purchase of plant and equipment
Net cash used in investing activities
Proceeds from capital raising, net of costs
Repayment of lease liabilities
Net cash (used in)/from financing activities
Effect of exchange rate changes
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year
The accompanying notes form an integral part of these financial statements.
Note
6
30
33
13
12
18
2023
($'000s)
2022
($'000s)
47,133
38,393
(41,805)
(36,944)
116
-
-
14
(119)
80
5,444
1,424
(669)
-
(4,389)
(88)
(6,346)
(245)
(7,790)
(217)
(5,146)
(14,598)
900
(965)
(65)
(14)
219
11,820
12,039
2,937
(1,093)
1,845
3
(11,326)
23,146
11,820
64 | Janison Annual Report 2023
Financial Statements.
Consolidated Statement of Changes in Equity
Balance at 1 July 2022
Net loss
Other comprehensive loss
Total comprehensive loss
Contributions of capital – net of costs
Share-based payments – directors and executives
Total transactions with owners
Balance at 30 June 2023
Balance at 1 July 2021
Net loss
Other comprehensive loss
Total comprehensive loss
Contributions of capital – net of costs
Share-based payments – directors and executives
Total transactions with owners
Balance at 30 June 2022
Share
Capital
($'000s)
Accumulated
Losses
($'000s)
Reserves
($'000s)
77,731
(39,058)
3,549
-
-
-
900
-
900
(13,705)
-
(13,705)
-
-
-
78,631
(52,763)
-
27
27
-
1,448
1,448
5,024
Share
Capital
($'000s)
Accumulated
Losses
($'000s)
Reserves
($'000s)
71,794
(29,933)
2,594
-
-
-
5,937
-
5,937
(9,125)
-
(9,125)
-
-
-
-
(3)
(3)
-
958
958
Total
Equity
($'000s)
42,222
(13,705)
27
(13,678)
900
1,448
2,348
30,892
Total
Equity
($'000s)
44,455
(9,125)
(3)
(9,128)
5,937
958
6,895
77,731
(39,058)
3,549
42,222
The accompanying notes form an integral part of these financial statements.
Janison Annual Report 2023 | 65
Notes to the Financial Statements.
Notes to the
Financial
Statements.
66 | Janison Annual Report 2023
Notes to the Financial Statements.
Note 1: Summary of Significant Accounting Policies
The Directors are of the opinion that no asset is
likely to be realised for an amount less than the
amount at which it is recorded in the financial report
as at 30 June 2023. Accordingly, no adjustments have
been made to the financial report relating to the
recoverability and classification of the asset carrying
amounts or the amounts and classifications of liabilities
that might be necessary should the Group not continue
as a going concern.
Based on these factors, management has a reasonable
expectation that the Group has and will have adequate
resources to continue in operational existence for the
foreseeable future.
1.3 Accounting Policies
The financial statements have been prepared using
the consistent accounting policies and methods of
computation in all periods presented. The Group’s
accounting policies are described below.
1.3.1 Income Tax
The income tax expense / (benefit) for the year comprises
current income tax expense / (income) and deferred
tax expense / (income). Current and deferred income
tax expense / (income) is charged or credited directly to
other comprehensive income instead of the profit or loss
when the tax relates to items that are credited or charged
directly to other comprehensive income.
Current tax – Current income tax expense charged to
the profit or loss is the tax payable on taxable income
calculated using applicable income tax rates enacted, or
substantially enacted, as at reporting date. Current tax
liabilities/ (assets) are therefore measured at the amounts
expected to be paid to / (recovered from) the relevant
taxation authority.
Current tax assets and liabilities are offset where a legally
enforceable right of set-off exists and it is intended
that net settlement or simultaneous realisation and
settlement of the respective asset and liability will occur.
1.1 General Information and Nature
of Operations
These financial statements include Janison
Education Group Limited (JEG), a publicly listed
company incorporated and domiciled in Australia and
its subsidiaries (collectively referred to as the Group).
Janison Education Group Limited (Janison) operates
within the education technology (edtech) sector globally.
Its principal activities include the provision of online
assessment software, assessment products (test
content), and assessment services (invigilation, marking,
test development and exam management). Janison’s
core customer segment is the Schools market (K-12) in
Australia, Singapore, the USA, and the UK. Customers
include state and federal education bodies, schools, and
parents. Online testing is delivered across 117 countries
each year, in 10 languages and with accessibility a primary
concern to ensure equitable assessments for all students.
The financial statements have been prepared
using consistent accounting policies and methods
of computation in all periods presented, unless
otherwise stated.
1.2 Going Concern Basis
The financial report has been prepared on a going
concern basis, which contemplates continuity of normal
business activities and the realisation of assets and
settlement of liabilities in the normal course of business.
At 30 June 2023, the Group had net assets of
$30.9 million (30 June 2022: Net assets of $42.2 million).
The Group has made a loss of $13.7 million for the year
ended 30 June 2023 (Year ended 30 June 2022: loss of
$9.1 million).
At 30 June 2023, the Directors are of the opinion that
there are reasonable grounds to expect that the Group
will be able to continue as a going concern. In arriving at
this conclusion, the Directors considered the following:
1. The Group has $12.04 million (30 June 2022:
$11.82 million) in cash reserves as at 30 June 2023.
2. The Group became cashflow positive for the first
time in FY23, following significant mitigating actions
taken by management to reduce costs and optimise
the Group's cash flow and liquidity, through strong
revenue growth of $4.7 million, robust profit margins
and controlled operating expenses.
3. Management note that the Group has no
existing long-term debt and therefore no
obligations in this regard.
Janison Annual Report 2023 | 67
Notes to the Financial Statements.
Deferred tax – Deferred income tax expense reflects
movements in deferred tax asset and deferred tax liability
balances during the year as well as unused tax losses.
Deferred tax assets and liabilities are ascertained
based on temporary differences arising between the
tax bases of assets and liabilities and their carrying
amounts in the financial statements. Deferred tax assets
also result where amounts have been fully expensed
but future tax deductions are available.
No deferred income tax will be recognised from the
initial recognition of an asset or liability, excluding a
business combination, where there is no effect on
accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the
tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on
tax rates enacted or substantively enacted at the
reporting date. Their measurement also reflects the
manner in which management expects to recover or
settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and
unused tax losses are recognised only to the extent that
it is probable that future taxable profit will be available
against which the benefits of the deferred tax asset can
be utilised.
Deferred tax assets and liabilities are offset where a
legally enforceable right of set-off exists, the deferred
tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the same
taxable entity or different taxable entities where it is
intended that net settlement or simultaneous realisation
and settlement of the respective asset and liability will
occur in future periods in which significant amounts
of deferred tax assets or liabilities are expected to be
recovered or settled.
The income tax expense / (benefit) for the year comprises
current income tax expense / (income) and deferred
tax expense / (income). Current and deferred income
tax expense / (income) is charged or credited directly to
other comprehensive income instead of the profit or loss
when the tax relates to items that are credited or charged
directly to other comprehensive income.
68 | Janison Annual Report 2023
1.3.2 Plant and Equipment
Fixed assets including identifiable intangibles are
measured at cost less depreciation and impairment
losses. The carrying amount of plant and equipment and
an assets residual values are reviewed as required, but at
least annually.
Depreciation is calculated by applying the following
methods and useful lives:
Category
Method
Useful Life
Computer Equipment
Straight-Line
3 years
Office Furnishings
& Equipment
Straight-Line
4 to 15 years
Leasehold Improvements Straight-Line
15 years
Purchased Intangibles
Straight-Line
3 to 5 years
Motor Vehicle
Straight-Line
5 years
Leasehold improvements are depreciated over the
shorter of either the unexpired period of the lease or the
estimated useful lives of the assets.
Gains and losses on disposals are determined by
comparing proceeds with the carrying amount. These
gains or losses are included in the statement of profit or
loss and other comprehensive income.
1.3.3 Impairment of Assets
At each reporting date, the Group reviews the carrying
values of its tangible and intangible assets to determine
whether there is any indication that those assets
have been impaired. If such an indication exists, the
recoverable amount of the asset, being the higher of
the asset’s fair value less costs to sell and value in use, is
compared to the asset’s carrying value.
In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax
discount rate that reflects current market assessments
of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have
not been adjusted.
Any excess of the asset’s carrying value over its
recoverable amount is expensed to the statement of
profit or loss and other comprehensive income.
Impairment testing is performed annually for intangible
assets with indefinite lives and intangible assets not yet
available for use. Where it is not possible to estimate the
recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
Notes to the Financial Statements.
1.3.4 Intangible Assets
Internally Developed Software – Expenditure on the
research phase of projects to develop new software
systems and products is expensed as incurred.
Costs that are directly attributable to the development
phase of new Janison software products or costs that
enhance the capabilities and features of existing products
are recognised as intangible assets, and are amortised
over 3 years once complete, provided they meet the
following recognition requirements:
• the development costs can be measured reliably
• the project is technically and commercially feasible
• the Group intends to and has sufficient resources
to complete the project
• the Group has the ability to use or sell the software;
and
• the software will generate probable future
economic benefits
Development costs not meeting these criteria for
capitalisation are expensed as incurred.
Directly attributable costs include employee costs
incurred on software development along with an
appropriate portion of direct overheads.
Any capitalised internally developed software that is
not yet complete is not amortised, but is subject to
impairment testing. Goodwill arises on the acquisition
of a business. Goodwill is not amortised, instead, goodwill
is tested annually for impairment.
Subsequent measurement – All internally developed
software is accounted for using the cost model whereby
capitalised costs are amortised on a straight-line basis
over their estimated useful lives, as these assets are
considered finite. Residual values and useful lives are
reviewed at each reporting date. In addition, they are
subject to impairment testing as described in Note 13.
1.3.5 Employee Benefits
Short-term employee benefits are benefits, other than
termination benefits, that are expected to be settled
wholly within twelve (12) months after the end of the
period in which the employees render the related service.
Examples of such benefits include wages and salaries, and
accumulating annual leave.
The Group’s liabilities for long service leave are included
in other long-term benefits as they are not expected to
be settled wholly within twelve (12) months after the end
of the period in which the employees render the related
service. They are measured at the present value of the
expected future payments to be made to employees.
The expected future payments incorporate anticipated
future wage and salary levels, experience of employee
departures and periods of services, and are discounted
at rates determined by reference to market yields at
the end of the reporting period on high quality corporate
bonds that have maturity dates that approximate the
timing of the estimated future cash outflows. Any
re-measurements arising from experience adjustments
and changes in assumptions are recognised in profit
and loss in the periods in which the changes occur.
The Group presents employee benefit obligations as
current liabilities in the statement of financial position
if the Group does not have an unconditional right to
defer settlement for at least twelve (12) months after
the reporting period, irrespective of when the actual
settlement is expected to take place.
1.3.6 Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits.
Cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes
in value. Bank overdrafts are shown within short-term
borrowings in current liabilities on the statement of
financial position.
1.3.7 Provisions
Provisions are recognised when a Group Company
has a legal or constructive obligation, as a result of
past events, for which it is probable that an outflow
of economic benefit will result and that outflow can
be reliably measured.
Janison Annual Report 2023 | 69
c) Content Revenue
Content revenue includes fees for sourcing third
party content and in some cases fees for generating
custom designed content. Content services fees
are recognised as revenue over the period that the
services are provided.
d) Software Development Project Revenue
Software development project revenue includes fees
related to the creation of custom designed software
systems and configuration and implementation
services linked to installing a Janison platform.
Revenue related to software development and major
configuration projects is recognised in proportion to
the stage of completion, typically in accordance with
the achievement of contract performance obligations
and/or the percentage of completion.
e) Contract liabilities
Contractual amounts received from customers in
advance of the start of the licence or hosting period
or the provision of services are accounted for as a
current liability called contract liabilities.
The Group receives amounts from customers for
the use of the Group’s platform during events that
take place in the following financial year. Revenue
for these events is recorded throughout the delivery
and reporting window and held in Income in Advance
until that time.
f) Earned and Contract Assets
Revenues recorded for fees not yet invoiced to
customers are accounted for as an asset called
Unbilled Revenue. These amounts have met the
revenue recognition criteria of the Group, but
have not reached the payment milestones contracted
with customers.
g) Other Income
Interest revenue is accrued on a time basis,
by reference to the principal outstanding and at the
effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts
through the expected life of the financial asset to
that asset’s net carrying amount. Grant income
for Export Market Development Grants (EMDG) is
recognised at the point when the Group is notified of
successful application.
Notes to the Financial Statements.
1.3.8 Revenue Recognition
The Group has applied AASB 15: Revenue from
Contracts with Customers in all periods in determining
the amount of revenue recognised in each reporting
period. Using the guidance provided in AASB 15, the
Group uses a 5-step approach to analysing customer
contracts and recording revenue:
Step 1: Identify the contract(s) involved in the
arrangement with the customer
Step 2: Identify the performance obligations
under the arrangement
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the
performance obligations
Step 5: Calculate revenue to be recognised in
each reporting Period
Revenue is recognised and measured at the fair value
of the consideration received or receivable excluding sales
taxes. The Group recognises revenue when the amount of
revenue can be reliably measured and it is probable that
future economic benefits will flow to the entity and specific
criteria have been met for each of the Group’s activities as
described below.
The Group provides customers Software as a Service
(SaaS). Customers include corporates, schools, tertiary
and governmental agencies.
The Group’s revenue is separable into its components
for each of these operating segments and recognised
as follows:
a) Platform Licensing and Hosting Revenue
The Group’s products include a learning platform and
a student assessment platform. Revenue related to
the licensing of these platforms is recognised on the
completion of performance obligations of the licensed
software under an agreement between the Group
and the customer and in the case of period based fees
recognised over the licence period.
Cloud-based hosting services revenue is recognized
over the period that the services are performed. Post-
implementation licence support revenue includes fees
for ongoing upgrades, minor software revisions and
helpline support and is recognized as revenue over the
contract period in which the services are performed.
b) Exam Management Revenue
Exam management revenue includes fees related
to the physical supervision of exams for clients.
Revenue is recognised in the period when exams
are completed.
70 | Janison Annual Report 2023
1.3.9 Trade and other receivables
Trade receivables are initially recognised at fair value
and measured subsequently at amortised cost, less any
allowance for expected credit losses. The general terms
of trade receivables are between 14 and 30 days from
date of recognition.
The Group applies the simplified approach to providing
for expected credit losses prescribed by AASB 9, which
permits the use of the lifetime expected credit loss (ECL)
provision for all trade receivables. To measure the
ECL, trade receivables have been grouped based on
shared credit risk characteristics and the days past
due. The estimation of loss allowance provision as at
30 June 2023 is determined by using a provision matrix
based on historical credit loss experience, adjusted for
factors specific to debtors, general economic conditions
of the industry in which the debtor operates and an
assessment of both the current and the forecast direction
of conditions at the reporting date.
The trade receivables are written off where there is no
reasonable prospect of recovery, for example customers
declaring bankruptcy, or term receivables that have now
become unrecoverable.
Impairment losses on trade receivables and contract
assets are presented as net impairment losses within
other net operating income and expenses. Subsequent
recoveries are credited against the same item.
1.3.10 Share Based Payments
Equity-settled share-based compensation benefits are
provided to employees and directors.
Equity-settled transactions are awards of shares,
or options/rights over shares, that are provided to
employees and directors in exchange for the rendering
of services.
The cost 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.
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.
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 canceled, they are treated
as if they had vested on the date of cancellation, and
any remaining expense is recognised immediately. If a
new replacement award is substituted for the canceled
award, the canceled and new award is treated as if they
were a modification.
1.3.11 Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of
the amount of GST, except where the amount of GST
incurred is not recoverable from the tax authority. In
these circumstances, the GST is recognised as part of
the cost of acquisition of the asset or as part of an item
of the expense. Receivables and payables in the
statement of financial position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows
on a gross basis, except for the GST component of
investing and financing activities, which are disclosed as
operating cash flows.
1.3.12 Business Combinations
The cost of equity-settled transactions are recognised
as an expense with a corresponding increase in equity
over the vesting period. The cumulative charge to profit
Business combinations occur where an acquirer obtains
control over one or more businesses. A business
combination is accounted for by applying the acquisition
Janison Annual Report 2023 | 71
Notes to the Financial Statements.
method, unless it is a combination involving entities or
businesses under common control. Under the acquisition
method, the business combination will be accounted for
from the date that control is attained, whereby the fair
value of the identifiable assets acquired and liabilities
(including contingent liabilities) assumed is recognised
(subject to certain limited exemptions).
Consideration transferred, including any contingent
consideration is required to be measured at fair value
on the date of acquisition, which takes into account
the perspective of a ‘market participant’ and is a
measurement of the amount that the Group would have
to pay to such a participant for them to assume the
remaining obligations under the contracts to acquire
these businesses. Contingent consideration obligations
are classified as equity or liability in accordance with
AASB 132 Financial Instruments: Presentation. If an
obligation to pay contingent consideration that meets the
definition of a financial instrument is classified as equity,
it is not remeasured and settlement is accounted for
within equity. Otherwise, other contingent consideration
is remeasured at fair value at each reporting date and
subsequent changes in the fair value of the contingent
consideration are recognised in profit or loss. Where
the accounting standards require that an obligation to
be settled in shares is classified as a liability, changes in
measurement from the point of initial recognition through
to when the milestone is achieved and the number of
shares to be granted is determined, are recognised in
profit or loss. Subsequently, once the number of shares
is fixed and determined, any changes in the value of
the shares to be granted between the milestone being
achieved and the point of settlement, are recognised
within equity.
The Group has contingent consideration obligations
classified as liabilities at the reporting date. As a
consequence, any changes in the fair value of contingent
consideration that do not meet the requirements above,
such as a subsequent renegotiation and settlement
of the obligation, does not result in any change to
the measurement of goodwill. Instead, changes to
the fair value of contingent consideration classified
as a liability are recognised in the profit or loss. Any
goodwill that arises is tested annually for impairment.
Any gain on a bargain purchase is recognised in profit
or loss immediately. Transaction costs are expensed as
incurred except if related to the issue of debt or equity
securities. The consideration transferred does not
include amounts related to the settlement of pre-existing
relationships. Such amounts are generally recognised in
the Consolidated Statement of Profit or Loss.
1.3.13 Critical Accounting Estimates
and Judgements
The following are significant management judgements in
applying the accounting policies of the Group that have
the most significant effect on the financial statements.
Internally developed software and research costs –
Management monitors progress of internal research and
development projects by using a project management
system. Significant judgement is required in distinguishing
research from the development phase. Development
costs are recognised as an asset when all the criteria are
met, whereas research costs are expensed as incurred.
Management also monitors whether the recognition
requirements for development costs continue to be met.
This is necessary as the economic success of any product
development is uncertain and may be subject to future
technical problems after the time of recognition.
Deferred tax assets – The assessment of the probability
of future taxable income in which deferred tax assets
can be utilised is based on the Group’s latest approved
budget forecast, which is adjusted for significant non-
taxable income and expenses and specific limits to
the use of any unused tax loss or credit. If a positive
forecast of taxable income indicates the probable use
of a deferred tax asset, especially when it can be utilised
without a time limit, that deferred tax asset is usually
recognised in full. The recognition of deferred tax assets
that are subject to certain legal or economic limits or
uncertainties is assessed individually by management
based on the specific facts and circumstances.
Estimation uncertainty – When preparing the
financial statements management undertakes a number
of judgements, estimates and assumptions about
recognition and measurement of assets, liabilities, income
and expenses.
The actual results may differ from the judgements,
estimates and assumptions made by management, and
will seldom equal the estimated results. Information
about significant judgements, estimates and assumptions
that have the most significant effect on recognition and
measurement of assets, liabilities, income and expenses
is provided below.
Revenue – The Group recognises revenue on long-
term software development projects based upon
the percentage of completion against the contract
performance obligation method which relies upon
estimates of the total cost to complete a project at each
reporting date.
72 | Janison Annual Report 2023
Notes to the Financial Statements.
Impairment – An impairment loss is recognised for
the amount by which the assets’ or cash-generating
unit’s carrying amount exceeds its recoverable amount.
To determine the recoverable amount, management
estimates expected future cash flows from each
cash-generating unit and determines a suitable interest
rate in order to calculate the present value of those cash
flows. In the process of measuring expected future cash
flows management makes assumptions about future
operating results. These assumptions relate to future
events and circumstances. The actual results may vary,
and may cause significant adjustments to the Group’s
assets within the next financial year.
In most cases, determining the applicable discount
rate involves estimating the appropriate adjustment
to market risk and the appropriate adjustment to
asset-specific risk factors.
Useful lives of depreciable assets – Management
reviews the useful lives of depreciable assets at each
reporting date, based on the expected utility of the assets
to the Group. Actual results, however, may vary due to
technical obsolescence, particularly relating to software
and IT equipment.
Fair value of financial instruments – Management
uses valuation techniques to determine the fair value
of financial instruments (where active market quotes
are not available) and non-financial assets. This involves
developing estimates and assumptions consistent with
how market participants would price the instrument.
Management bases its assumptions on observable data
as far as possible but this is not always available. In that
case management uses the best information available.
Estimated fair values may vary from the actual prices that
would be achieved in an arm’s length transaction at the
reporting date.
Trade receivables – Loss allowances are based on
assumption about risk of default and expected loss rates.
The Group uses judgement in making these assumptions
and selecting inputs to the impairment calculation, based
on the Group’s past history and exiting market conditions,
as well as forward-looking estimates at the end of each
reporting period. Refer to 1.3.9 for the expected credit
loss approach.
Provisions – Long service leave – As discussed in Note
1.3.5, the liability for long service leave is recognised and
measured at the present value of the estimated future
cash flows to be made in respect of all employees at
the reporting date. In determining the present value of
the liability, attrition rates and pay increases through
promotion and inflation have been taken into account.
Financial instruments fair value measurement
When an asset or liability, financial or non-financial, is
measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that would
be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at
the measurement date; and assumes that the transaction
will take place either: in the principal market; or in the
absence of a principal market, in the most advantageous
market.
Fair value is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming they act in their economic best interests.
For non-financial assets, the fair value measurement is
based on its highest and best use. Valuation techniques
that are appropriate in the circumstances and for which
sufficient data is available to measure fair value, are used,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified
into three levels, using a fair value hierarchy that
reflects the significance of the inputs used in making
the measurements. Classifications are reviewed at
each reporting date and transfers between levels are
determined based on a reassessment of the lowest level
of input that is significant to the fair value measurement.
Deferred Consideration
Management has estimated the deferred consideration
payable in relation to business combinations based on
information available at the time of recognition, which
includes forecast revenue targets. Refer to Note 33.
Janison Annual Report 2023 | 73
Notes to the Financial Statements.
1.3.14 New and Amended Accounting
Standards Adopted by the Group
The Group (or the Company) has considered the
implications of new and amended Accounting
Standards which have become applicable for the
current financial reporting period. Any new or amended
Accounting Standards that are not yet mandatory have
not been early adopted.
AASB 2020-3: Amendments to Australian Accounting
Standards – Annual Improvements 2018–2020 and
Other Amendments
The Entity adopted AASB 2020-3 which makes some small
amendments to a number of standards including the
following: AASB 1, AASB 3, AASB 9, AASB 116, AASB 137
and AASB 141. The adoption of the amendment did not
have a material impact on the financial statements.
AASB 2021-7a: Amendments to Australian Accounting
Standards – Effective Date of Amendments to AASB
10 and AASB 128 and Editorial Corrections
AASB 2020-7a makes various editorial corrections to
a number of standards effective for reporting periods
beginning on or after 1 January 2022. The adoption of
the amendment did not have a material impact on the
financial statements.
AASB 2020-1: Amendments to Australian Accounting
Standards – Classification of Liabilities as Current or
Non-current
The amendment amends AASB 101 to clarify whether a
liability should be presented as current or non-current.
The Group plans on adopting the amendment for
the reporting period ending 30 June 2024 along with
the adoption of AASB 2022-6. The amendment is not
expected to have a material impact on the financial
statements once adopted.
AASB 2021-2: Amendments to Australian Accounting
Standards – Disclosure of Accounting Policies and
Definition of Accounting Estimates
The amendment amends AASB 7, AASB 101, AASB
108, AASB 134 and AASB Practice Statement 2. These
amendments arise from the issuance by the IASB of
the following International Financial Reporting Standards:
Disclosure of Accounting Policies (Amendments to
IAS 1 and IFRS Practice Statement 2) and Definition of
Accounting Estimates (Amendments to IAS 8).
The Group plans on adopting the amendment for the
reporting period ending 30 June 2024. The impact of the
initial application is not yet known.
74 | Janison Annual Report 2023
AASB 2021-5: Amendments to Australian Accounting
Standards – Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
The amendment amends the initial recognition
exemption in AASB 112: Income Taxes such that it is not
applicable to leases and decommissioning obligations
– transactions for which companies recognise both an
asset and liability and that give rise to equal taxable and
deductible temporary differences.
The Group plans on adopting the amendment for the
reporting period ending 30 June 2024. The impact of the
initial application is not yet known.
AASB 2021-7b & c: Amendments to Australian
Accounting Standards – Effective Date of
Amendments to AASB 10 and AASB 128 and Editorial
Corrections
AASB 2021-7b makes various editorial corrections to
AASB 17 Insurance Contracts which applies to annual
reporting periods beginning on or after 1 January 2023,
with earlier application permitted.
AASB 2021-7c defers the mandatory effective date
(application date) of amendments to AASB 10 and
AASB 128 that were originally made in AASB 2014-10:
Amendments to Australian Accounting Standards –
Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture so that the
amendments are required to be applied for annual
reporting
periods beginning on or after 1 January 2025 instead of
1 January 2018.
The Group plans on adopting the amendments for the
reporting periods ending 30 June 2024 and 30 June 2026.
The impact of initial application is not yet known.
AASB 2022-7: Editorial Corrections to Australian
Accounting Standards and Repeal of Superseded and
Redundant Standards
AASB 2022-7 makes editorial corrections to the following
standards: AASB 7, AASB 116, AASB 124, AASB 128,
AASB 134 and AASB as well as to AASB Practice
Statement 2. It also formally repeals superseded and
redundant Australian Account Standards as set out in
Schedules 1 and 2 to the Standard.
The Group plans on adopting the amendments for the
reporting period ending 30 June 2024. The amendment
is not expected to have a material impact on the financial
statements once adopted.
Notes to the Financial Statements.
Note 2: Segment Reporting
The Group identifies its operating segments based on the internal reports that are reviewed and used by the Board
of Directors in assessing performance and determining the allocation of resources. (Refer to Note 3 for information
on the revenue components and their definition).
The Assessments segment provides exam products, exam items and associated exam services which are sold to
schools, parents and teachers.
The Solutions segment operates exam enterprise-grade assessment platform technology and event management
services for large organisations, national education authorities and accreditation bodies.
2.1 Segment Contribution
Year ended 30 June 2023
Total segment revenue from ordinary activities
Cost of sales
Segment gross profit
Operating expenses
Segment results
Revenue recognised at a point in time
Revenue recognised over time
Assets
Segment Assets
Total assets
Liabilities
Segment liabilities
Total liabilities
Assessments
($'000s)
Solutions
($'000s)
Corporate
($'000s)
Total
($'000s)
14,994
5,510
9,484
10,315
(831)
14,263
731
26,074
9,792
16,282
11,476
4,806
24,804
1,270
-
-
-
-
-
-
-
22,636
14,994
20,087
9,220
5,349
12,256
41,068
15,302
25,766
21,791
3,975
39,067
2,001
57,717
57,717
26,825
26,825
Janison Annual Report 2023 | 75
Notes to the Financial Statements.
For the prior year comparative period, segment information by component is provided below:
Year ended 30 June 2022
Total segment revenue from ordinary activities
Cost of sales
Segment gross profit
Operating expenses
Segment results
Revenue recognised at a point in time
Revenue recognised over time
Assets
Segment Assets
Total assets
Liabilities
Segment Liabilities
Total liabilities
Assessments
($'000s)
Solutions
($'000s)
Corporate
($'000s)
Total
($'000s)
12,386
4,870
7,516
9,745
(2,229)
11,286
1,100
23,925
8,211
15,714
11,608
4,106
20,077
3,848
-
-
-
-
-
-
-
25,896
23,139
21,553
8,856
8,010
11,500
36,311
13,081
23,230
21,353
1,877
31,363
4,948
70,588
70,588
28,366
28,366
2.2 Reconciliation from Segment Contribution to Net Loss after Tax
2023
($'000s)
2022
($'000s)
3,975
399
1,448
1,877
245
958
13,334
10,501
661
404
169
126
616
(6)
1,265
(1,438)
(13,705)
(9,125)
Year ended 30 June
Segment results
Acquisition costs
Share-based compensation
Depreciation and amortisation
Net financial expense
Other non-operating expenses
Foreign exchange losses
Income tax expense / (benefit)
Net loss after tax
76 | Janison Annual Report 2023
Notes to the Financial Statements.
2.3 Revenue by Market Sector
Year ended 30 June
Schools
Higher Education
Enterprise & Government
Total operating revenue
2.4 Revenue by Geographic Location
Year ended 30 June
Australia and New Zealand
Asia
Rest of the world
Total operating revenue
Note 3: Consolidated Trading Revenue
The Group’s revenue by component are presented below:
Year ended 30 June
Licence and hosting revenue
Content licence revenue
Services revenue
Total operating revenue
2023
($'000s)
2022
($'000s)
32,151
5,364
3,553
26,992
3,978
5,341
41,068
36,311
2023
($'000s)
2022
($'000s)
35,899
30,631
2,177
2,992
2,429
3,251
41,068
36,311
2023
($'000s)
2022
($'000s)
25,096
24,578
103
15,869
41,068
307
11,426
36,311
Platform revenue includes two components:
1. Licence and hosting revenue comprises revenue from ICAS, recurring revenue for the right to use the
platform and platform maintenance i.e. revenue for maintenance and support services over a specific
period of time (usually one year).
2. Content licence revenue comprises recurring revenue for the right to use third-party content distributed
via Janison’s learning platform or customers’ proprietary learning platforms.
Services revenue includes revenues generated by platform customisation, implementation, configuration,
exam management and invigilation, in addition to revenue from AAS.
Janison Annual Report 2023 | 77
Notes to the Financial Statements.
Note 4: Cost of Sales
Year ended 30 June
Personnel costs
Third party contractors
Total direct labour
Hosting and software costs
Exam management costs
Content licence fees
Total cost of sales
2023
($'000s)
2022
($'000s)
8,307
1,948
10,255
4,491
463
93
5,080
2,630
7,710
4,467
747
157
15,302
13,081
Personnel costs includes wages and employee benefits for staff servicing customers including software developers,
testers, system operations engineers, project and account managers.
Note 5: General and Administrative Expenses
Year ended 30 June
Personnel costs
Share-based compensation
Unallocated employee costs
Office facility expenses
Travel
Software licences
Professional services
Telecommunications
Other
General and administrative expenses
Less: Share-based compensation classified as non-trading
Total general and administrative expenses
2023
($'000s)
14,620
1,448
465
234
265
750
512
283
1,275
19,852
1,448
18,404
2022
($'000s)
13,244
958
560
41
173
673
771
239
749
17,408
958
16,450
Personnel costs include the salaries, benefits and bonuses of the Group’s Board and executive team including human
resources and finance functions. Unallocated employee costs include primarily staff training, workers compensation
insurance and other employee related expenses not allocated by department.
Note 6: Other Operating Income and Expenses, Net
Other operating income and expenses includes the following:
• In FY23, other operating income and expenses are nil.
• In FY22, the Group received $76 thousand for Export Market Development Grant (EMDG) and a $262 thousand
payment relating to adjusted completion payment on acquisition of Academic Assessment Services Pty Ltd.
78 | Janison Annual Report 2023
Notes to the Financial Statements.
Note 7: Depreciation and Amortisation Expense
Year ended 30 June
Operating depreciation and amortisation
Office and other equipment
Leasehold improvements
Capitalised platform development costs
Amortisation of other intangibles – acquired IP
Amortisation of other intangibles – non acquired IP
Total operating depreciation and amortisation
Acquired depreciation and amortisation
Amortisation of other intangibles - acquired IP
Total acquired depreciation and amortisation
2023
($'000s)
2022
($'000s)
217
23
5,938
965
294
165
39
5,045
990
49
7,437
6,288
5,897
5,897
4,213
4,213
Total depreciation and amortisation
13,334
10,501
Note 8: Net Financial Expense
Year ended 30 June
Interest income
Interest expense1
Interest expense – lease liabilities
Net financial expense
2023
($'000s)
2022
($'000s)
(116)
731
46
661
(16)
2
140
126
1 In FY23, the interest expense of $731 thousand pertains to the unwinding of discount relating to the financial liability associated with
the earn out clause of the AAS acquisition. It is a non-cash item.
Note 9: Income Taxes
All calculations are subject to review by the Australian Taxation Office upon filing of the financial year 2023 tax return.
9.1 Components of Income Tax Expense / Benefit
Year ended 30 June
Current tax expense / (benefit)
Deferred tax expense / (benefit)
Income tax expense / (benefit)
2023
($'000s)
2022
($'000s)
(129)
1,394
1,265
207
(1,645)
(1,438)
Janison Annual Report 2023 | 79
Notes to the Financial Statements.
9.2 Reconciliation of Prima Facie Tax Expense to Income Tax Expense
Year ended 30 June
Loss before income tax
Tax rate
Prima facie tax benefit
Adjusted for:
Share-based payment expense
Non-deductible expenditure
Derecognition of tax losses
Prior year adjustments
Other
Adjustments due to different tax rates in different jurisdictions
2023
($'000s)
2022
($'000s)
(12,440)
(10,563)
25.0%
(3,110)
25.0%
(2,641)
381
293
3,991
(461)
157
14
240
147
-
834
(31)
13
Total income tax expense / (benefit)
1,265
(1,438)
9.3 Deferred Tax Asset and Liability
As at 30 June
Intellectual property valuation difference
Intangibles and other fixed assets
Employee entitlements
Carried forward tax credits and offsets
Leases
Foreign exchange gains
Provisions and accruals
Capital raising and acquisition transaction costs
Total deferred tax asset
Deferred tax liability
Total deferred tax liability
2023
($’000s)
2,744
-
955
-
73
-
1,453
94
5,319
2,897
2,897
2022
($’000s)
2,885
548
833
1,178
138
(1)
1,547
153
7,281
3,464
3,464
Unrecognised Deferred Tax Asset
Deferred tax assets have not been recognised in respect of the following items, because of the uncertainty in the timing
of sufficient taxable profits to absorb the losses at 30 June 2023. No tax losses have been forfeited and will be available
for use in future periods as required.
As at 30 June
Tax losses
Total unrecognised deferred tax asset
2023
($’000s)
2022
($’000s)
3,991
3,991
-
-
80 | Janison Annual Report 2023
Notes to the Financial Statements.
9.4 Income Tax Payable
As at 30 June
Income tax receivable
Income tax payable – foreign subsidiary
Net income tax payable
Note 10: Trade and Other Receivables
As at 30 June
Trade receivables
Less: Provision for expected credit loss
Contract assets
Other receivables
Trade and other receivables
2023
($’000s)
2022
($’000s)
-
14
14
(117)
143
26
2023
($'000s)
2022
($'000s)
3,305
(122)
834
466
4,483
4,369
(120)
1,389
20
5,658
Contract assets relates to amounts accrued for the Group’s performance obligations under customer contracts in
accordance with AASB 15. The aging of the Group’s trade and other receivables, net of expected credit losses, at the
reporting date is:
As at 30 June
Current
Under 30 days
30-60 days
60-90 days
More than 90 days
Total trade receivables
2023
($'000s)
2022
($'000s)
2,980
3,028
79
1
62
183
3,305
661
465
122
93
4,369
The following table shows the movement in lifetime expected credit loss that has been recognised for trade and other
receivables in accordance with the simplified approach set out in AASB 9: Financial Instruments.
Janison Annual Report 2023 | 81
Notes to the Financial Statements.
Note 10: Trade and Other Receivables (cont.)
As at 30 June
Lifetime Expected Credit Loss: Credit Impaired
Current trade receivables
Total
As at 30 June
Lifetime Expected Credit Loss: Credit Impaired
Current trade receivables
Total
Opening
balance
2022
($'000s)
Net
measurement of
loss allowance
($'000s)
Amounts
written off
($'000s)
Closing
balance
2023
($'000s)
120
120
6
6
(4)
(4)
122
122
Opening
balance
2021
($'000s)
Net
measurement of
loss allowance
($'000s)
Amounts
written off
($'000s)
Closing
balance
2022
($'000s)
13
13
110
110
(3)
(3)
120
120
Note 11: Work In Progress
Work in progress are costs accumulated for the preparation of ICAS and REACH assessments. These costs are primarily
internal and external labour costs and will be expensed when the assessments take place.
2023
($'000s)
2022
($'000s)
1,082
1,082
820
820
2023
($'000s)
2022
($'000s)
53
7
60
99
-
99
Current – As at 30 June
ICAS
Total current work in progress
Non-Current – As at 30 June
ICAS
REACH
Total non-current work in progress
82 | Janison Annual Report 2023
Notes to the Financial Statements.
Note 12: Plant and Other Equipment
As at 30 June
Historical cost
Accumulated depreciation
Total office and computer equipment
Historical cost
Accumulated depreciation
Total leasehold improvements
Historical cost
Accumulated depreciation
Total motor vehicles
2022
($'000s)
Additions
($'000s)
Deductions
($'000s)
2023
($'000s)
1,026
(482)
544
703
(488)
215
17
(5)
12
91
(214)
(123)
-
(23)
(23)
-
(3)
(3)
(8)
8
-
(700)
508
(192)
-
-
-
1,109
(688)
421
3
(3)
-
17
(8)
9
Total plant and other equipment
771
(149)
(192)
430
Note 13: Intangible Assets
Intangible assets have been allocated to two cash-generating units (CGUs), Solutions and Assessment.
During the financial year, the Group capitalised $4.95 million of costs. These relate to platform development costs
relating to new features to be included in future versions of the Solutions platform, and item bank development costs.
Once in use, these assets will be amortised over a five-year period.
Acquired intangible assets include identifiable intangibles related to:
– the purchase of Academic Assessment Services in November 2021, the amount of $12.7 million has been
recognised in relation to client relationships and a further $6.5 million of item bank intangibles. These assets
have a useful life of 5 years
– the purchase of Quality Assessment Tasks in October 2021, the amount of $1.9 million has been recognised
in relation to the acquired item bank intangibles
– purchased intellectual property acquired as a result of the purchase of the Ascender content generation
business in April 2018
– client relationships acquired when LTC was purchased in April 2019
– intangible assets acquired from the purchase of EA including a CRM, an assessment item bank and online
customer portal
Janison Annual Report 2023 | 83
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84 | Janison Annual Report 2023
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Janison Annual Report 2023 | 85
Notes to the Financial Statements.
Note 13: Intangible Assets (cont.)
Impairment testing for intangible assets
The Group’s impairment testing is performed at the CGU level, of which there are two, Solutions and Assessment.
This is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash
inflows from other assets or groups of assets within the Group. The Solutions CGU includes $2.9 million of goodwill
and the Assessment CGU includes $3.1 million of goodwill. CGUs to which goodwill has been allocated are tested for
impairment annually, or more frequently where there may be an indication of impairment. Where the carrying value
of the CGU exceeds its recoverable amount, the carrying amount of the CGU is reduced to its recoverable amount
through the recognition of an impairment loss. During the period, no impairment losses were recognised.
Calculation of recoverable amount
The recoverable amount of each CGU is determined based on value-in-use calculations which require the use of
assumptions. The key assumptions used within these calculations are set out below:
1 Forecast future cash flows
The calculation of the recoverable amount of each CGU involves the use of cash flow projections based on the Group's
latest Board approved internal five-year strategic plan, and reflect management's best estimate of income, expenses,
capital expenditure and cash flows for each CGU. For each CGU, the cash flow projections for a five-year period from
FY24 to FY28 have been determined based on expectations of future performance. Key assumptions in the cash
flows include sales volume growth and the costs of doing business. These assumptions are based on expectations of
market demand and operational performance. Cash flow projections are based on risk-adjusted forecasts allowing for
estimated changed in the business, the competitive trading environment, legislation and economic growth. Cash flows
beyond this five year period are extrapolated using an estimated growth rate.
2 Discount rates
Estimated future cash flows are discounted to their present value using a 12% discount rate (10% in FY22).
3 Expected growth rates
Cash flows beyond the five-year period are extrapolated using estimated long-term growth rates. The average growth
rate used in the calculation of the recoverable amount was 18% for Solutions and 21% for Assessments, whilst the
terminal growth rate used in both was 3%. The growth rates are based on historical performance as well as expected
long-term market operating conditions.
For the financial year ended 30 June 2023, the recoverable amount of net assets for all CGUs is greater than the
carrying value of the assets and therefore the goodwill and other intangible assets are not considered impaired.
Sensitivity
Management have made judgements and estimates in respect of impairment testing of goodwill and other intangible
assets. Should these judgements and estimates not occur, the resulting carrying amounts of assets may decrease.
For all CGUs, any reasonable change in the key assumptions on which the recoverable amount is based would not
cause the CGU’s carrying amount to exceed its recoverable amount. A sensitivity analysis was performed over the
key inputs to the value in use calculation, being the discount rate and growth rate. With all other variables being held
constant, the discount rate for the Solutions CGU would need to increase by more than 43pp, and the discount rate for
the Assessment CGU would need to increase by more than 2pp before the recoverable amount of each CGU would be
less than its carrying value. With all other variables being held constant, the growth rate for the Solutions CGU would
need to decrease by more than 11pp, and the growth rate for the Assessment CGU would need to decrease by more
than 2pp before the recoverable amount of each CGU would be less than its carrying value.
86 | Janison Annual Report 2023
Notes to the Financial Statements.
Note 14: Trade and Other Payables
As at 30 June
Trade payables
Employee related payables
Sundry accrued expenses
Total trade and other payables
Note 15: Employee Entitlements
As at 30 June
Current employee entitlements provision
Non-current employee entitlements provision
Total employee entitlements
Note 16: Shareholder Loans
There are currently no outstanding shareholder loans.
Note 17: Dividends
There were no dividends paid in the year ended 30 June 2023 (FY22: nil).
2023
($'000s)
2022
($'000s)
3,656
488
1,222
5,366
1,992
402
1,523
3,917
2023
($'000s)
2022
($'000s)
3,651
321
3,972
3,451
174
3,625
Janison Annual Report 2023 | 87
Notes to the Financial Statements.
Note 18: Share Capital
The table below details the movements in share capital for the two years ended 30 June 2022 and 30 June 2023.
Details
Balance
Share purchase plan
Acquisition of AAS (refer to Note 33)
Performance rights vesting
Transaction costs
Balance
Critical Skills Equity Plan Tranche 11
Critical Skills Equity Plan Tranche 11
FY22 Employee Share Ownership Program1
Loan funded shares – repayment received2
Critical Skills Equity Plan Tranche 21
Balance
Date
1 July 2021
21 July 2021
29 November 2021
1 December 2021
Various
Share Capital
($'000s)
No. of
shares
71,794 228,948,297
3,000
3,000
-
(63)
3,658,345
2,293,403
700,000
-
30 June 2022
77,731 235,600,045
7 July 2022
5 August 2022
17 November 2022
Various
3 January 2023
-
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-
900
-
872,137
68,306
501,390
-
768,385
30 June 2023
78,631
237,810,263
1Equity issues were granted in prior periods thus fully expensed in line with vesting conditions.
2Loan funded shares granted in FY17 were already included in the number of shares on issue at the time of grant.
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number
of shares held. At shareholders' meetings, each ordinary share is entitled to one vote when a poll is called, otherwise,
each shareholder has one vote on a show of hands.
The Company does not have a par value in respect of its issued shares.
On 5 July 2023 Janison issued 1,038,573 of ordinary fully paid shares for the Critical Skills Equity Plan Tranche 3. (Refer
to Note 19).
Capital management
Management controls the capital of the Group in order to maintain investor, creditor and market confidence and to
sustain future development of the business.
Management effectively manages the Group's capital by assessing the Group's financial risks and adjusting its
capital structure in response to changes in these risks and in the market. These responses include the management
of financial liabilities and share issues.
18.1 Capital Raising
FY 2023
The Group made no acquisitions in the year ending 30 June 2023. Proceeds from capital raising in the year ending
30 June 2023 consists of loan repayment proceeds received from the settlement of director loans issued in 2017 for
Loan Funded Shares.
FY 2022
On 21 July 2021 Janison completed a capital raise of $3 million (before costs) by way of a public Share Purchase Plan
(SPP) for cash consideration to all eligible shareholders. The SPP was made at a price consistent with that of the capital
raise at $0.82 per Share and approximately 3.7 million new, fully paid ordinary shares were issued.
88 | Janison Annual Report 2023
Notes to the Financial Statements.
Note 19: Reserves
The table below details the movements in reserves for the two years ended 30 June 2022 and 2023:
Details
Balance
Performance rights granted
Performance rights vested
Employee Share Ownership Program
Performance rights granted
Performance rights forfeited
Critical Skills Equity Plan
Foreign currency translation
Balance
Non-Executive Director options
FY23 Employee Share Ownership Program
Performance rights granted FY22 Plan
Performance rights granted FY23 Plan1
Critical Skills Equity Plan Tranche 22
Critical Skills Equity Plan Tranche 3 3
Performance rights exercised during the year
Performance rights lapsed
Foreign currency translation
Balance
Reserves
Date
1 July 2021
($'000s)
No. of units
2,594
11,197,848
17 September 2021
1 December 2021
Various
Various
30 June 2022
30 June 2022
-
72
-
262
211
(34)
447
(3)
440,000
(700,000)
-
979,175
(893,333)
-
-
30 June 2022
3,549
11,023,690
3 November 2022
Various
30 June 2023
30 June 2023
31 December 2022
30 June 2023
30 June 2023
30 June 2023
-
100
252
190
599,145
-
1,417,952
-
2,286,212
429
477
-
-
27
-
-
-
(9,183,544)
-
30 June 2023
5,024
6,143,455
1Does not include 989,060 performance rights granted to David Caspari as part of the FY23 LTI Plan which is yet to be approved
by shareholders.
2768,385 shares were issued in January 2023.
31,038,573 shares were issued in July 2023.
19.1 Share-based compensation
During the year ended 30 June 2023, share-based compensation was provided to the Chief Financial Officer and other
senior executives as follows:
Date Issued
31 December 20221
30 June 20232
30 June 2023
30 June 2023
30 June 2023
Total
No. of
Performance Rights
Share Price on
Date of Issue
Vesting
Condition
Volatility
768,385
1,038,573
345,084
1,072,868
2,286,212
5,511,122
$0.57
$0.42
$0.55
$0.92
$0.45
5
5
1, 2
1, 2
3, 4
N/A
N/A
N/A
N/A
N/A
Value $
428,674
477,424
37,959
157,249
205,759
1,307,065
1768,385 shares were issued in January 2023.
21,038,573 shares were issued in July 2023.
Janison Annual Report 2023 | 89
Notes to the Financial Statements.
Note 19: Reserves (cont.)
Vesting Conditions
1. Half of the performance rights will vest upon achieving a market-based target of Total Shareholder Return (TSR)
over a 3-year Measurement Period (FY22-FY24). The Group has assigned this tranche the following weighted
probabilities of the Group achieving a TSR relative to the index TSR:
- 50% likelihood of achieving the same growth or up to 10% more than the index
- 40% likelihood of achieving between 10% and 20% above the index
- 30% likelihood of achieving 20% or more above the index TSR
2. The second half of the performance rights are conditional upon achieving a performance-based target of average
Return on Equity (ROE) for the Measurement Period (FY22-FY24). The Group has assigned this tranche the following
weighted probabilities of the Group achieving an average ROE of the following:
- 0% likelihood of achieving greater than 10% but less than 12.5%
- 0% likelihood of achieving between 12.5% and 15%
- 0% likelihood of achieving 15% or more
3. Half of the performance rights will vest upon achieving a market-based target of Total Shareholder Return (TSR)
over a 3-year Measurement Period (FY23-FY25). The Group has assigned this tranche the following weighted
probabilities of the Group achieving a TSR relative to the index TSR:
- 50% likelihood of achieving the same growth or up to 10% more than the index
- 40% likelihood of achieving between 10% and 20% above the index
- 30% likelihood of achieving 20% or more above the index TSR
4. The second half of the performance rights are conditional upon achieving a performance-based target of average
Return on Equity (ROE) for the Measurement Period (FY23-FY25). The Group has assigned this tranche the following
weighted probabilities of the Group achieving an average ROE of the following:
- 0% likelihood of achieving greater than 10% but less than 12.5%
- 0% likelihood of achieving between 12.5% and 15%
- 0% likelihood of achieving 15% or more
5. On 10 January 2023, the Company issued 768,385 shares to employees of the Group at an exercise price of $0.57.
After the financial year end, the Company issued 1,038,573 shares to employees of the Group at an exercise price
of $0.42. None of these shares were issued to KMP of the Group. The fair value is measured based upon the
20 day volume weighted average price. These service rights vest every six months over a two year period and are
conditional on service as set out in the table below
Tranche Measurement Period
Tranche 1 The period between the date Rights were granted and the following 1 July 2022
Tranche 2
The period between the date Rights were granted and 1 January 2023 following the Measurement
Period for Tranche 1
Tranche 3
The period between the date Rights were granted and 1 July 2023 following the Measurement
Period for Tranche 2
Tranche 4
The period between the date Rights were granted and 1 January 2024 following the Measurement
Period for Tranche 3
Vesting
Date
1-Jul-22
1-Jan-23
1-Jul-23
1-Jan-24
Full details can be found in the Remuneration Report 4.1 Executive Remuneration Policy (Long Term Incentive Plan
Performance Rights).
90 | Janison Annual Report 2023
Notes to the Financial Statements.
19.1 Share-based compensation (cont.)
During the year ended 30 June 2023, share-based compensation was provided to the Chief Financial Officer, senior
executives and other employees as follows:
Year ended 30 June
As of 1 July 2021
Average exercise price in dollars
Units granted during the year
Units exercised during the year
Units forfeited during the year
As of 30 June 2022
Average exercise price in dollars
Units granted during the year
Units exercised during the year
Units lapsed during the year
As of 30 June 2023
Loan
Funded
Shares1
Performance
Rights
4,050,000
11,197,848
-
-
(1,500,000)
Nil
719,175
-
(600,000)
(893,333)
1,950,000
11,023,690
-
-
Nil
3,704,164
(1,950,000)
-
-
-
(9,183,544)
5,544,310
Options
-
Nil
-
-
-
-
Nil
599,145
-
-
599,145
1 Loan funded shares accounted as share capital.
Weighted average life of: performance rights = 14.7 years, options = 4.2 years.
Note 20: Contingent Liabilities
On 29 November 2021, the Group acquired 100% of the shares in Academic Assessment Services Pty Ltd (AAS).
Total deemed consideration was $17 million, which comprised an initial consideration of $6 million paid in cash and
$3 million paid in ordinary shares. Further contingent consideration is payable of $8 million, based on completion of
the FY22 and FY23 financial years, comprising $1 million in cash and $7 million in ordinary shares subject to certain
financial criteria being achieved. Based on the Group's assessment of the earnout calculation, a liability of $8.38 million
has been raised and is included in Other Liabilities in the Statement of Financial Position as at 30 June 2023
(30 June 2022, $7.1m was in Non-Current Liabilities). The vendor is currently reviewing this calculation and it is
anticipated that this will be finalised post lodgment of the annual report, pending discussion with vendor. Refer to
Note 32 for earn-out payment made after the reporting date.
The contingent consideration is payable on the following conditions:
– Minimum operating revenue target of $11m in FY22 and FY23 combined
– Operating revenue targets measured and paid on completion of FY23
– Earnout consideration adjusted up by $0.50 for every $1.00 of operating revenue above the $11 million target
and down by $1.00 for every dollar below
Janison Annual Report 2023 | 91
Notes to the Financial Statements.
Note 21: Key Management Personnel Disclosures
The following individuals were key management personnel of Janison Education Group during the financial year 2023:
Mike Hill
Non-executive Chairman
Wayne Houlden
Vice Chair and Non-executive Director
Brett Chenoweth
Non-executive Director (resigned 3 November 2022)
Allison Doorbar
Non-executive Director
Vicki Aristidopoulos Non-executive Director
Kathleen Bailey-Lord Non-executive Director
David Caspari
Chief Executive Officer and Managing Director
Stuart Halls
Chief Financial Officer
The aggregate compensation made to key management personnel during the financial year 2023 is set out below:
Year ended 30 June
Short-term employee benefits1
Share-based payments
Total compensation
2023
($'000s)
2022
($'000s)
1,475
299
1,774
1,233
119
1,352
1FY22 STI had not been determined at the time the FY22 annual report was released, the figures above have been adjusted to account
for the STI amounts awarded for FY22.
Detailed disclosures relating to the key management personnel can be found in the Remuneration Report section of
the Directors' Report.
Note 22: Related Party Transactions
There were no related party transactions during the financial year ending 30 June 2023.
Note 23: Provisions
As at 30 June
Restructuring provision
Current make good provision
Non-current make good provision
Total provisions
2023
($'000s)
2022
($'000s)
-
251
-
251
467
58
199
724
92 | Janison Annual Report 2023
Notes to the Financial Statements.
Note 24: Lease Assets and Liabilities
Right-of-use Assets
Year ended 30 June
Balance at 1 July
New lease
Remeasurement1
Depreciation
Closing net book value
Carrying amount of lease assets, by class of underlying asset:
Office premises
Lease Liabilities
Year ended 30 June
Balance at 1 July
New lease
Interest
Remeasurement1
Principal repayments
Closing net book value
Current
Non-current
Total
Provision for Make Good
Year ended 30 June
Opening balance
New Lease
Remeasurement1
Closing balance
2023
($'000s)
2022
($'000s)
2,629
-
(1,195)
(965)
469
3,128
491
-
(990)
2,629
469
2,629
2023
($'000s)
2022
($'000s)
2,924
3,404
-
46
(1,442)
(1,018)
510
510
-
510
496
140
-
(1,116)
2,924
940
1,984
2,924
2023
($'000s)
2022
($'000s)
257
-
(6)
251
230
27
-
257
1During the period the company decided not to take up the option period on an existing lease which was previously expected to be
taken up. Therefore, the right of use asset and equivalent lease liability were derecognised.
The above liabilities related to leases for office premises located at:
• 394A Harbour Drive, Coffs Harbour NSW
• Wentworth Park Sporting Complex, Level 3 Wentworth Park Rd, Glebe NSW
• Level 9, 1 Chandos Street, St Leonards NSW
• Level 1, 80 Bay Street, Ultimo, Sydney NSW
Janison Annual Report 2023 | 93
Notes to the Financial Statements.
Note 25: Financial Risk Management
The total for each category of financial instruments, measured in accordance with AASB 9 Financial instruments as
detailed in the accounting policies to these financial statements, are as follows:
As at 30 June 2023
Cash and cash equivalents
Trade and other receivables
Total financial assets
Trade and other payables
Lease liabilities
Other liabilities
Total financial liabilities
Net financial assets
Interest
Rate
Floating
Interest
($'000s)
Fixed
Interest
($'000s)
0.01%
11,790
-
-
-
4.38%
-
-
-
11,790
-
-
-
-
11,790
-
-
-
-
(510)
-
(510)
(510)
Non-
interest
Bearing
($'000s)
249
4,483
4,732
(5,366)
-
(8,379)
2023 Total
($'000s)
12,039
4,483
16,522
(5,366)
(510)
(8,379)
(13,745)
(14,255)
(9,013)
2,267
The Group’s activities expose it to several financial risks as described above. The Group’s overall risk management
program seeks to minimise potential adverse effects on the financial performance of the Group. To date, the Group
has not had the need to utilise derivative financial instruments such as foreign exchange contracts or interest rate
swaps to manage any risk exposures identified.
Other liabilities consists of deferred consideration, which is based on the revenue achieved for FY23. Refer to Note 20.
As at 30 June 2022
Cash and cash equivalents
Trade and other receivables
Total financial assets
Trade and other payables
Lease liabilities
Other liabilities
Total financial liabilities
Net financial assets
Interest
Rate
Floating
Interest
($'000s)
Fixed
Interest
($'000s)
0.01%
11,768
-
-
-
4.38%
-
-
-
11,768
-
-
-
-
11,768
-
-
-
-
(2,924)
-
(2,924)
(2,924)
Non-
interest
Bearing
($'000s)
52
5,658
5,710
(3,917)
-
(1,561)
(5,478)
232
2022 Total
($'000s)
11,820
5,658
17,478
(3,917)
(2,924)
(1,561)
(8,402)
9,076
The fair value of financial assets and liabilities equate to their carrying value.
25.1 Credit risk
The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period is
equivalent to the carrying value and classification of those financial assets (net of any provisions) as presented in the
table above.
Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Group’s receivables from customers.
Credit risk related to balances with banks and other financial institutions is managed by management in accordance
with approved Board policy.
94 | Janison Annual Report 2023
Notes to the Financial Statements.
25.2 Trade Receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,
management also considers the factors that may influence the credit risk of its customer base, including the default
risk of the industry and country in which customers operate.
Trade receivables (refer to Note 10) that are neither past due nor impaired are considered to be of high credit quality:
As at 30 June
Australia
United Kingdom
Singapore
New Zealand
India
USA
Other
Total
25.3 Market risk
2023
($'000s)
2022
($'000s)
3,045
2,961
70
9
-
123
57
1
3,305
634
146
48
-
-
580
4,369
Foreign exchange risk
The Group is exposed to material foreign exchange risk due to debtors with overseas clients and customers as
presented in the table above. The Group also incurs expenses and regularly purchases services denominated in
US dollars, Singaporean dollars and New Zealand dollars.
As at 30 June 2023 the Group held USD $77 thousand, EUR €18 thousand, NZD $61 thousand in a multi-currency
account, and SGD $34 thousand in a Singaporean dollar bank account.
25.4 Liquidity risk
The liquidity position of the Group is managed to ensure sufficient liquid funds are available to meet the Group’s
expected financial commitments in a timely and cost effective manner.
The Group manages this risk through the following mechanisms:
• preparing forward-looking cash flow analysis in relation to its operational, investing and financing activities
• managing credit risk related to financial assets; and
• only investing surplus cash with major financial institutions
The material liquidity risk for the Group is the ability to raise equity or debt financing in the future.
Janison Annual Report 2023 | 95
Notes to the Financial Statements.
25.4 Liquidity risk (cont.)
As of 30 June 2023, Financial Liabilities and their maturities were as follows:
As at 30 June 2023
Trade and other payables
Non-interest bearing
Lease liabilities
Other liabilities
Total interest bearing
Total non-derivatives
Rate*
-
-
4.38%
-
-
1 year
or less
Between 2
and 5 years
Over 5
years
5,366
5,366
510
8,379
8,889
14,255
-
-
-
-
-
-
-
-
-
-
-
-
Total
5,366
5,366
510
8,379
8,889
14,255
Other liabilities consists of deferred consideration, which is based on the revenue achieved for FY23. Refer to Note 33
for business combination disclosure.
As at 30 June 2022
Trade and other payables
Non-interest bearing
Lease liabilities
Other liabilities
Total interest bearing
Total non-derivatives
* Weighted Average interest Rate.
Rate*
-
-
4.38%
-
-
1 year
or less
Between 2
and 5 years
Over 5
years
3,917
3,917
940
652
1,592
5,509
-
-
1,449
909
2,358
2,358
-
-
535
-
535
535
Total
3,917
3,917
2,924
1,561
4,485
8,402
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually
disclosed above.
25.5 Interest rate risk
The Group’s main interest rate risk arises from cash and cash equivalents. The Group’s exposure to interest rate risk,
which is the risk that a financial instrument’s value will fluctuate as a result of changes in market rates and the effective
weighted average interest rates on financial liabilities is not material.
96 | Janison Annual Report 2023
Notes to the Financial Statements.
Note 26: Parent Entity Disclosures
The parent entity has no contingent liabilities nor has it entered into guarantees with subsidiaries.
Year ended 30 June
Loss for the period
Total comprehensive loss for the period
Adjusted for:
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Total net assets
Share capital
Reserves
Accumulated losses
Total equity
2023
($'000s)
(9,540)
(9,540)
2022
($'000s)
(2,689)
(2,689)
160
48,954
49,114
8,578
2,904
11,482
37,632
158
55,700
55,858
300
10,734
11,034
44,824
106,655
105,755
5,082
3,634
(74,105)
(64,565)
37,632
44,824
The parent company had no guarantees, contingent liabilities or commitments other than what was disclosed in other
parts of these financial statements.
Note 27: Interests in Subsidiaries
The consolidated financial statements include the financial statements of Janison Education Group Limited and the
subsidiaries listed in the following table:
Country of incorporation
2023
%
2022
%
Janison Solutions Pty Ltd
LTC Language & Testing Pty Ltd
LTC Hold Co Pty Ltd
Academic Assessment Services Pty Ltd
Australia
Australia
Australia
Australia
Janison Education Inc
Janison Asia Pte Ltd1
Janison Solutions NZ (Branch)
Janison Education UK
United States of America
Singapore
New Zealand
United Kingdom
100
100
100
100
100
50
100
100
100
100
100
100
100
50
100
-
1 Janison Solutions Pty Ltd has a beneficial 100% interest in Janison Asia Pte Ltd therefore no minority interest existed as of
30 June 2023 or 2022.
Parent Entity
Janison Education Group Limited is the ultimate Australian parent entity and the ultimate parent of the Group.
Janison Annual Report 2023 | 97
Notes to the Financial Statements.
Note 28: Auditor’s Remuneration
Stantons International performed the audit of the financial statements for the years ended 30 June 2023 and 2022.
Remuneration paid or to be paid to the Company’s auditors with respect to FY23 audit and review of the financial
statements was $81 thousand ($83 thousand in FY22).
Note 29: Contract Liabilities
Prepaid exams and licence fees of $5.4 million at 30 June 2023 (FY22: $5.7 million).
Most of these exams are scheduled to take place between late August and early September 2023 and licence fee
revenue will be recognised within one year
Note 30: Reconciliation of Net Loss to Operating
Cash Flows
The following table reconciles cash flow from operations as reported on the Statement of Cash Flows to the Net Loss.
Year ended 30 June
Net loss after tax
Depreciation and amortisation
Share-based payment expense
Allowance for expected credit loss
Unallocated employee costs
Interest – leases
Interest – unwinding of present value of contingent liability
Amortisation of right of use assets
2023
($'000s)
(13,705)
12,369
1,448
2
75
46
731
965
2022
($'000s)
(9,125)
9,511
958
42
-
140
-
990
Total operating items not requiring cash outlays
15,636
11,641
Trade receivables and other
Work in progress
Pre-paid expenses
Trade and other payables
Employee entitlements
Income in advance
Provisions
Income tax payable
Deferred tax
Effects of foreign exchange
Changes in working capital items
Net cash provided by operating activities
Year ended 30 June
Cash and cash equivalents
1,205
(223)
(38)
1,488
347
(188)
(473)
(14)
1,395
14
3,513
5,444
111
555
814
(4)
(195)
(1,279)
467
21
(1,579)
(3)
(1,092)
1,424
2023
($'000s)
2022
($'000s)
12,039
11,820
The company has a $2 million bank overdraft facility with National Australia Bank that bears interest at a variable rate
when drawn.
98 | Janison Annual Report 2023
Notes to the Financial Statements.
Note 31: Earnings Per Share
Year ended 30 June
Loss after income tax
2023
($'000s)
(13,705)
Number
'000
2022
($'000s)
(9,125)
Number
'000
Weighted average number of ordinary shares used in calculating basic earnings per share
237,201
232,738
Basic loss per share
Cents
(5.78)
Cents
(3.92)
The group is in a loss position therefore the share-based incentive plans do not affect the diluted earnings per share
calculation as potential ordinary shares will be treated as dilutive when, and only when, their conversion to ordinary
shares would decrease earnings per share or increase loss per share from continuing operations.
Note 32: Events after the Reporting Date
On 6 July 2023, the Group paid $1 million in cash as part of the earn-out consideration for the acquisition of Academic
Assessment Services Pty Ltd (AAS). The value of this cash payment has been included in Other Liabilities in the
Statement of Financial Position as at 30 June 2023.
A further payment of approximately $7.4 million will be due in the form of ordinary shares in Q1 of FY24. This has also
been included in Other Liabilities as at 30 June 2023.
The earn-out share consideration to be issued is calculated based on a formula:
• 2/7th of the earn-out amount is to be issued as restricted ordinary shares at the First VWAP (see below)
• 5/7th of the earn-out amount is to be issued as restricted ordinary shares at the Earnout VWAP which is the lower of
the 10 day VWAP up to the date immediately prior to the completion and agreement of the FY23 financial year audit
and the First VWAP.
The First VWAP means the price per share equal to the volume weighted average price of fully paid ordinary shares
measured over the 10 trading days prior to the earlier of:
• the date of execution of the Share Purchase Deed; and
• the date on which the acquisition is announced to the market.
Note 33: Business Combinations
Acquisition of Quality Assessment Tasks
On 19 October 2021, the Group acquired 100% of the business assets in Quality Assessment Tasks (QATs).
QATs develops and sells assessment and non-assessment tasks (case studies, practical assignments) to schools
across Australia for secondary school students (Year 11 and 12). The assets were acquired for a total cash
consideration of $2 million, consisting of an initial cash payment of $1,250 thousand and deferred consideration
of $750 thousand. The deferred payment was contingent upon achieving an agreed FY23 revenue target, and
having achieved this, $669 thousand was paid out on 9 September 2022. No further liability in respect of contingent
consideration relating to this acquisition is included in Other Liabilities in the Statement of Financial Position as at
30 June 2023. The assets acquired comprised intangible copyright of $1,860 thousand and debtors of $6 thousand.
Janison Annual Report 2023 | 99
Notes to the Financial Statements.
Note 33: Business Combinations (cont.)
Acquisition of Academic Assessment Services
On 29 November 2021, the Group acquired 100% of the shares in Academic Assessment Services Pty Ltd (AAS).
AAS is the largest independent schools’ assessment business in Australia. Details of the fair value of identifiable
assets acquired, liabilities assumed and intangibles are set out below. The identification and fair value measurement
of the assets and liabilities acquired are provisional and amendments may be made to these figures up to 12 months
following the date of acquisition if new information is obtained about facts and circumstances that existed at acquisition
date and, if known, would have affected the measurement of the amounts recognised as of that date.
Cash and cash equivalents
Trade receivables
Other current assets
Fixed assets
Right of Use asset
Intangible assets
Trade and other payables
Employee entitlements
Lease liability
Deferred tax liability
Fair value of net assets acquired
Total consideration paid and payable
($'000s)
881
358
407
1
326
19,2041
(1,087)
(415)
(335)
(3,070)
16,270
16,270
Less fair value of net identifiable assets acquired
(16,270)
Goodwill
-
1 The acquired intangible assets include client relationships and test item intangibles which form the basis of the strategic rationale for
the acquisition.
Consideration
Total deemed consideration is $17 million, which comprises an initial consideration of $6 million paid in cash and
$3 million paid in ordinary shares. Further contingent consideration is payable of $8 million, based on completion of
the FY22 and FY23 financial years, comprising $1 million in cash and $7 million in ordinary shares subject to certain
financial criteria being achieved. At 30 June 2023, the contingent consideration of $8 million has been included in
Other Liabilities in the Statement of Financial Position (30 June 2022, $7.1 million was in Non-Current Liabilities). At
30 June 2023, the Group adjusted the value of the contingent consideration liability by an increase of $379 thousand.
This has been recognised in the statement of profit and loss within acquisition expenses. Refer to Note 32 for earn-out
payment made after the reporting date.
The contingent consideration is payable on the following conditions:
– Minimum operating revenue target of $11 million in FY22 and FY23 combined
– Operating revenue targets measured and paid on completion of FY23
– Earnout consideration adjusted up by $0.50 for every $1.00 of operating revenue above the $11 million target
and down by $1.00 for every dollar below
The full amount has been accrued at 30 June 2023, based on revenue achieved in FY23. Refer to Note 20.
100 | Janison Annual Report 2023
Director's Declaration
Directors' Declaration.
In accordance with a resolution of the Directors of Janison Education Group Limited, I state that:
1. In the directors’ opinion:
a) the attached financial statements and notes comply with the Corporations Act 2001, the Accounting
Standards, the Corporate Regulations 2001 and other mandatory professional reporting requirements;
i. the attached financial statements and notes comply with International Financial Reporting Standards
as issued by the International Accounting Standards Board as described in Note 1.2 to the financial
statements; and
ii. the attached financial statements and notes give a true and fair view of the Group’s financial
position as at 30 June 2023 and of its performance for the financial year ended on that date; and.
2. There are reasonable grounds to believe that the Company will be able to pay its debts as 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
Mike Hill
Chairman and Director
Dated: 21 August 2023
Janison Annual Report 2023 | 101
Auditor's Independence Declaration
Auditor’s Independence
Declaration.
PO Box 1908
West Perth WA 6872
Australia
Level 2, 40 Kings Park Road
West Perth WA 6005
Australia
PO Box 1908
West Perth WA 6872
Tel: +61 8 9481 3188
Australia
Fax: +61 8 9321 1204
Level 2, 40 Kings Park Road
ABN: 84 144 581 519
West Perth WA 6005
www.stantons.com.au
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
21 August 2023
Board of Directors
Janison Education Group Limited
Automic Group,
21 August 2023
Level 5,126-130 Philip Street,
Sydney NSW 2000
Board of Directors
Dear Directors
Janison Education Group Limited
Automic Group,
Level 5,126-130 Philip Street,
Sydney NSW 2000
RE:
JANISON EDUCATION GROUP LIMITED
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Janison Education Group Limited.
Dear Directors
JANISON EDUCATION GROUP LIMITED
As Audit Director for the audit of the financial statements of Janison Education Group Limited for the year
ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been no
RE:
contraventions of:
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
(i)
declaration of independence to the directors of Janison Education Group Limited.
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
(ii)
As Audit Director for the audit of the financial statements of Janison Education Group Limited for the year
ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been no
Yours sincerely
contraventions of:
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(i)
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(An Authorised Audit Company)
(ii)
any applicable code of professional conduct in relation to the audit.
Yours sincerely
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(An Authorised Audit Company)
Martin Michalik
Director
Martin Michalik
Director
Liability limited by a scheme approved under Professional Standards Legislation
102 | Janison Annual Report 2023
Liability limited by a scheme approved under Professional Standards Legislation
Stantons Is a member of the Russell
Bedford International network of firms
Stantons Is a member of the Russell
Bedford International network of firms
Independent Auditor's Report
Independent Auditor’s
Report
PO Box 1908
West Perth WA 6872
Australia
Level 2, 40 Kings Park Road
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
JANISON EDUCATION LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Janison Education Limited (“the Company”), and its subsidiaries (“the
Group”), which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated
statement of 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 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 2023 and of its financial
performance for the year then ended; 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 Company in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards
Board's APES 110: Code of Ethics for Professional Accountants (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.
Directors
Declaration
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Janison Annual Report 2023 | 103
Liability limited by a scheme approved under Professional Standards Legislation
Stantons Is a member of the Russell
Bedford International network of firms
Independent Auditor's Report
Key Audit Matters
We have determined the matters described below to be Key Audit Matters to be communicated in our report.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report of the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key Audit Matters
How the matter was addressed in the audit
Inter alia, our audit procedures included the
following:
i.
ii.
iii.
We evaluated the Group’s accounting
policy and compliance with AASB 138
(Intangible Assets);
Vouched a sample of the expenses
capitalised
supporting
to
documentation and ensured they were
appropriate to capitalise;
Requested the Group to complete an
impairment review in line with AASB
136 Impairment of Assets (AASB 136),
challenged
the
assumptions for reasonableness and
satisfied ourselves that no impairment
was necessary; and
reviewed
and
iv.
Reviewed the disclosures included in
the annual report.
Carrying Value of Intangible Assets
As at 30 June 2023, Intangible Assets totalled
$32,962,000 (refer to Note 13 of the annual
report).
The carrying value of Intangible Assets is a key
audit matter due to:
•
•
•
The significance of the Intangible Assets
representing 57% of total assets;
The necessity to assess management’s
application of the requirements of the
accounting standards, considering any
indicators of
that may be
impairment
present; and
The assessment of significant judgements
made by management in relation to the
internally generated assets.
104 | Janison Annual Report 2023
Independent Auditor's Report
Key Audit Matters
How the matter was addressed in the audit
Revenue Recognition
The Group had recorded revenue of $41.068
million for the year ended 30 June 2023. Revenue
recognition is a key audit matter due to the
the significant audit effort
materiality and
expended in auditing this balance.
the
This is also a key audit matter due to the unique
circumstances of
individualised contract
arrangements the Group enters into and the
complexities associated with unbundling single
service contracts with a customer for multiple
services.
the
significance of the Group’s judgements relating to
the point in time at which revenue is recorded, in
particular those relating to the satisfaction of
performance obligations and transfer of control of
assets.
In addition, we considered
We focused on these sales arrangements due to
these conditions leading to their complexity and
thus possible increased risk of incorrect revenue
recognition.
Inter alia, our audit procedures
following:
included
the
the Group’s
revenue
i. We assessed
recognition
the
requirements of AASB 15 (Revenue from
Contracts with Customers);
policies
against
ii. We tested a sample of significant customer
terms and
read
contracts and
the
conditions of sale
revenue
features distinguishing
elements
performance
considering
obligations and revenue recognition; and
to understand
the
the
iii. We
for
with
obtained management’s
it
formal
the
assessment and assessed
stipulated
compliance
performance obligations and the revenue
recognition within
significant
contracts, including the accounting for the
accrued and deferred revenue and the
related disclosures.
these
the
Key Audit Matters
How the matter was addressed in the audit
Valuation of deferred tax assets
The Group has recognised significant deferred tax
assets.
The recovery of the deferred tax assets depends
on achieving sufficient taxable profits in the future.
Future taxable profits to be used for utilisation of
tax assets accumulated by the Group.
The assessment of the potential to utilize the tax
losses is dependent on the forecasted profitability
of the Group.
is
inherent uncertainty
There
in
forecasting timing and quantum of future taxable
profits, which support the extent to which tax
assets are recognised.
involved
Our audit procedures included the following:
i. We tested the accuracy of the taxable
profits forecast model used to estimate the
likelihood of the recovery of deferred tax
assets under AASB 112;
ii. We evaluated
the appropriateness of
management’s key assumptions and
estimates used by management to allocate
profit between the Group entities, the
likelihood of generating sufficient future
taxable profits to support the recognition of
to
deferred
performance trends and dividend capacity
of the Group subsidiaries; and
tax assets,
reference
in
Therefore, this is a key audit matter due to the
significant judgment applied in relation to the
evaluation of the probability of use of deferred tax
assets.
iii.
tax workings
Accessing
tax
specialist and we
the
the application of
appropriateness of
relevant tax legislation by the Group, in
relation to the utilisation of tax losses.
form
considered
the
Janison Annual Report 2023 | 105
Independent Auditor's Report
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 30 June 2023, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance opinion 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 if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial report.
The procedures selected depend on the auditor's judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity's preparation of the financial report that gives a true and fair view
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity's internal control.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.
We conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
106 | Janison Annual Report 2023
Independent Auditor's Report
We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in Internal control that we identify during our
audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements.
We also provide the Directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore key audit matters. We describe these
matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 41 to 60 of the directors’ report for the year ended
30 June 2023.
In our opinion, the Remuneration Report of Janison Education Limited for the year ended 30 June 2023 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.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(An Authorised Audit Company)
Martin Michalik
Director
West Perth, Western Australia
21 August 2023
Janison Annual Report 2023 | 107
Additional Information
Additional
Information.
Number of Holders
As at 16 August 2023
Number of holders of equity securities – ordinary shares:
238,848,836 fully paid ordinary shares held by 5,274 individual shareholders.
Unquoted Securities
There are 8 holders of 5,544,310 performance rights.
Distribution of Fully Paid Ordinary Shareholders
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – 9,999,999,999
Total
There are 1,597 shareholders with a less than marketable parcel.
No. of Holders
of Fully Paid
ordinary
Shares
No. of Holders
of Options
No. of
Holders of
Performance
Rights
1,463
2,099
755
852
105
5,274
-
-
-
-
2
2
-
-
2
-
6
8
Substantial Holders
As at 16 August 2023
Name
DIPTOE PTY LTD
TENTICKLES PTY LTD
J P MORGAN NOMINEES AUSTRALIA
NATIONAL NOMINEES LIMITED
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
108 | Janison Annual Report 2023
Shares
% of Issued
Capital
33,033,708
33,033,708
28,474,269
25,632,352
14,140,246
13,393,909
13.83
13.83
11.92
10.73
5.92
5.61
Additional Information
Top 20 Holders
As at 16 August 2023
Rank Name
1 DIPTOE PTY LTD
1 TENTICKLES PTY LTD
2 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
3 NATIONAL NOMINEES LIMITED
4 CITICORP NOMINEES PTY LIMITED
5 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
6 RYDER INVESTMENT MANAGEMENT PTY LTD
7 BNP PARIBAS NOMS PTY LTD
8 MICROEQUITIES ASSET MANAGEMENT PTY LTD
9 NETWEALTH INVESTMENTS LIMITED
10 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
11 ROBERT PETER ALLWELL
12 ALTERINE PTY LTD
13 ALEYA INVESTMENT PTY LTD
14 TOP END ENTERPRISES PTY LTD
15 GANG - GANG PTY LTD
16 BNP PARIBAS NOMINEES PTY LTD
17 JARUMITO PTY LTD
18 MS ALLISON DOORBAR
19 BREBEC PTY LTD
20 LENROC INVESTMENTS PTY LIMITED
20 INDCORP CONSULTING GROUP PTY LIMITED
Balance of register
Grand total
16 August 23
% of Issued
Capital
33,033,708
33,033,708
28,474,269
25,632,352
14,140,246
13,393,909
5,661,309
5,494,983
4,737,764
2,523,861
2,207,434
1,565,477
1,330,000
1,315,790
1,315,000
1,300,000
1,231,784
1,158,524
1,146,176
1,063,614
1,000,000
1,000,000
13.83
13.83
11.92
10.73
5.92
5.61
2.37
2.30
1.98
1.06
0.92
0.66
0.56
0.55
0.55
0.54
0.52
0.49
0.48
0.45
0.42
0.42
57,088,928
238,848,836
23.89
100.00
Janison Annual Report 2023 | 109
Directors Declaration
Corporate Directory
Corporate Directory.
COMPANY
Janison Education Group Limited
ASX CODE
JAN
REGISTERED OFFICE
Automic Group
Level 5, 126-130 Phillip Street
Sydney NSW 2000
TELEPHONE
+61 2 6652 9850
WEBSITE
www.janison.com
SHARE REGISTRY
Automic Registry Services
Level 5, 126-130 Phillip Street
Sydney, NSW 2000
BOARD OF DIRECTORS
Mr Mike Hill | Non-Executive Chairman
Mr Wayne Houlden | Non-Executive Vice Chairman
Mr David Caspari | Managing Director and Chief Executive Officer
Ms Allison Doorbar | Non-Executive Director
Ms Kathleen Bailey-Lord | Non-Executive Director
Ms Vicki Aristidopoulos | Non-Executive Director
COMPANY SECRETARY
Belinda Cleminson
AUDITOR
Stantons International Audit & Consulting Pty Ltd
Level 36, Gateway, 1 Macquarie Place, Sydney, NSW 2000
CORPORATE GOVERNANCE
www.janison.com/investors/
Janison Annual Report 2023 | 111
80 Bay Street
Ultimo, NSW 2007
Australia
Tel. 02 6652 9850
janison.com