Jayex Technology Limited
ABN 15 119 122 477
ANNUAL REPORT
31 December 2022
Jayex Technology Limited
Contents
31 December 2022
Corporate directory
Directors' report
Auditor's independence declaration
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Directors' declaration
Independent auditor's report to the members of Jayex Technology Limited
Shareholder information
2
3
18
19
21
22
23
24
65
66
72
1
Jayex Technology Limited
Corporate directory
31 December 2022
Directors
Michael Boyd (Executive Chair till 26 October 2022 with subsequent appointment as
Non-Executive Chair)
Brian Renwick (Non-Executive Director)
Nicholas Harper (Executive Director till 1 December 2022 with subsequent
appointment as Non-Executive Director)
Registered office
Level 4
100 Albert Road
South Melbourne VIC 3205
Principal place of business
17B Cribb Street
Milton QLD 4064
Share register
Auditor
Solicitors
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
Phone: 1300 288 664 (in Australia); +61 2 9698 5414 (international)
William Buck
Level 20, 181 William Street
Melbourne VIC 3000
Steinepreis Paganin
Level 4, 50 Market Street
Melbourne VIC 3000
Stock exchange listing
Jayex Technology Limited shares are listed on the Australian Securities Exchange
(ASX code: JTL)
Website
www.jayex.com.au
2
Jayex Technology Limited
Directors' report
31 December 2022
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity' or 'the Group') consisting of Jayex Technology Limited (referred to hereafter as the 'Company' or
'parent entity') and the entities it controlled at the end of, or during, the period ended 31 December 2022.
Directors
The following persons were Directors of Jayex Technology Limited during the whole of the financial year and up to the date
of this report, unless otherwise stated:
Michael Boyd (Executive Chair till 26 October 2022 with subsequent appointment as Non-Executive Chair)
Brian Renwick (Non-Executive Director)
Nicholas Harper (Executive Director till 1 December 2022 with subsequent appointment as Non-Executive Director)
Michael Chan (resigned as Non-Executive Director on 16 December 2022)
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of the development and
provision of healthcare industry service technologies.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $7,245,838 (31 December 2021: $3,924,342).
2022 update
The company’s revenue from (continuing and discontinued operations) was up from $4,125k in 2021 to $4,303k in 2022,
representing a 4% increase.
More than 97% of the company’s revenue is currently generated in the UK, therefore the majority of this review will focus on
UK operations; with some commentary on Australia and New Zealand operations presented at the end of the section.
Jayex Technology is a mature business in a saturated market. The vast majority of our revenue continues to be derived from
our two core-product areas; patient check-in and patient calling. We are fortunate to have a very substantial customer base
and are also unique in having a substantial share of the market in both product areas.
The mature nature of the market has both positive and negative consequences:
Customer churn is very low, as the cost of switching suppliers is high compared to the perceived benefits. Therefore,
barring freak conditions such as widespread closure of general practices due to a worldwide pandemic, our revenues
are very stable.
For the same reason, it is difficult to achieve material organic gains in market share without a well-executed, highly
innovative sales and marketing strategy.
We are therefore able to maintain revenue levels from our core products with a low operating expense baseline. Any
incremental operating expense should therefore only be committed when there is a compelling commercial case to do so,
for example to generate material incremental revenue in the short term.
For the first three quarters of 2022 we did not adhere to this approach and this is reflected in our results, where it can be
seen that we incurred significant operational expense without any corresponding increase in revenue. From Q4 and into
2023 we are now far more disciplined in ensuring we only invest incremental spend on activities that will generate clear
commercial benefit.
We would like to clarify that the deficiencies in performance were not due to any lack of effort or commitment from Jayex
colleagues and that the continued commitment to the business demonstrated by the team is a key factor that gives confidence
in our ability to achieve ambitious profitable growth aspirations.
We completed an initial organisational restructuring at the beginning of 2023. This exercise included the elimination of a
number of senior roles that are not required by the business at its current scale and stage of development. I am pleased to
report that the restructuring also incorporated internal promotions for a number of high-performing team members. As we
move forward, we will continue to review our resource requirements and will make changes as and when appropriate.
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Jayex Technology Limited
Directors' report
31 December 2022
We have discontinued some elements of marketing expenditure, where it was observed that there was no material impact
on sales performance.
We continue to invest in the ongoing development of our software portfolio. In 2022, we expensed more than $800k of
development cost, however this did not generate any significant increase in revenue during the year. From Q4 we have
changed our approach and have discontinued any development projects that do not have a clear, validated and compelling
commercial justification.
An area where we have increased development activity from Q4 is in the continuing improvement of the resilience and
robustness of our cloud-based products. The customer IT environments in which we operate our services are highly
heterogeneous and typically not well set up nor maintained. Additionally, our products need to interact extensively with other
third-party applications.
We have therefore had to engineer into our products the ability to tolerate technical problems and issues with other systems
not within our control. Patient check-in, in particular, is a process that is susceptible to disruption by external systems. At the
end of 2022, we were experiencing large numbers of support calls relating to the performance of our cloud check-in solution.
As a result, we have committed significant support and development costs to address this.
Having now come through this problematic period to the point where we have very few issues with the cloud products, we
believe that we are now in a much stronger position. We have seen a couple of competitors release check-in products during
the year. These competitors will face exactly the same technical challenges that we have just dealt with, requiring them to
either commit to extensive development costs or deliver a poor customer experience.
While it is too early to be certain, this may be the reason that we have recently received a number of significant orders from
customers that had previously awarded contracts for the same services to one of the new entrants into the check-in
market.
We treat the reliability of our core products is our highest priority, as this is the biggest determinant of whether we retain
customers. As outlined above, while our customers continue to have a good experience with our products, they are very
likely to renew their contracts.
Hardware remains a key enabler for our software products. At the end of 2022 we signed a contract with a specialist hardware
installation partner, who now manages all of our warehousing and can provide customer installations across the whole UK
on our behalf. This contract increases our installation capacity, thereby reducing our order-to-cash cycle time, in addition to
delivering a reduction in our warehousing and unit installation costs.
We have maintained a very small team in Australia and New Zealand, as we review our options for these markets going
forward.
We experienced some reliability issues with our Appointuit product towards the end of 2022, which has led to service
disruption for some of our customers. In order to address this, we have invested additional support effort whilst we deliver a
necessary refresh of the code base.
We are confident that the changes implemented in Q4 of 2022 leave us in a much stronger position to achieve profitable
growth going into 2023.
Corporate
Mr Robert Hadley was appointed as Chief Executive Officer effective 3 October 2022. Nick Harper moved to an executive
position within the company. Nick’s experience in software development has greatly enhanced the leadership capability of
the company.
During the year the company disposed of its investment in Vitalhub. The company has also closed its operations at Whakaora
Hou Limited during the year.
Since year end Mr Nathan Woodard resigned as Chief Financial Officer effective 31 January 2023.
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Jayex Technology Limited
Directors' report
31 December 2022
Risks
Jayex Technology Ltd’s operating and financial results and performance are subject to various risks and uncertainties, some
of which are beyond Jayex's reasonable control. Set out below are matters which the Group has assessed as having the
potential to have a material impact on its operating and/or financial results and performance:
(i)
(ii)
(iii)
(iv)
Events, such as a global/national pandemic, that resulted in prolonged closures of large numbers of general practices
in the UK would reduce the usage of our software services, thereby increasing the risk of customers not paying for
those services.
Key customer structure and changes in procurement approach: currently, the majority of our NHS customer contracts
are at an individual practice level. The creation of NHS Integrated Care Systems and Integrated Care Boards could at
some stage result in a change in procurement approach, for example a greater usage of competitive tendering. Such
a change may then lead to increased competition, thereby presenting a risk to market share and achievable pricing
levels.
Competition, innovation and developments; Jayex's growth strategy may be impacted by industry disruption,
innovation, the actions of our competitors, the ability to identify future acquisitions or generate returns on
developments.
Failure to attract and retain key employees: a failure to attract and retain key employees may lead to a loss of key
knowledge and experience, thereby leading to the risk of a deterioration in the competitiveness of our products and
services
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
Following material events have occurred subsequent to the year end:
(i) As announced on ASX on 31 January 2023, the company has signed a binding Term Sheet Agreement with Shine
Clinical Ltd under which, subject to completion of due diligence processes and completion of formal documentation, the
companies will operate a business via a joint venture arrangement that will provide services to:
UK NHS customers in managing disease prevalence, ensuring patients get access to the appropriate treatments for
their conditions.
Enable UK pharmaceutical and medical device industry customers to achieve their market access strategies.
Jayex and Shine have agreed to bring their respective GP data analytical and revenue optimisation businesses together
through the joint venture arrangement to realise the immediate synergy benefits from their complimentary and merged
data analytical software programs and to develop new IP to increase the automation of the analytical processes. All IP
developed by the joint venture business utilising Jayex’s existing technology will be owned by Jayex. The joint venture
will leverage the Jayex customer base and data integration capabilities along with Shine’s healthcare data analytics
intellectual property, to deliver services that are highly competitive and rapidly scalable. The joint venture will have
sufficient operational capacity and financial standing to be able to credibly compete for and deliver large industry
contracts.
The joint venture is structured with Shine issuing Jayex with ordinary shares so that Jayex is the holder 30% of the
issued capital of Shine. The total consideration payable by Jayex, which is payable over nine milestones, for the Shine
shares comprises cash of approximately A$133,000 and approximately 24.3 million shares in Jayex. Both components
of the consideration (i.e. the cash and shares in Jayex), are subject to the successful satisfaction of a number of
performance milestones by the joint venture business (which is to be operated by Shine). All milestones are required to
be completed by 31 December 2023. Each milestone has both a minimum revenue target and gross margin target to
ensure profitable contracts. As part of the joint venture, Jayex has agreed to exclusively source its clinical services from
Shine for Jayex’s business and the joint venture business. Shine has agreed to exclusively source its technical services
and support from Jayex for Shine’s business and the joint venture business.
(ii) On 2 March 2023, the company raised additional capital of $320,500 through placement of 32,050,000 shares to
sophisticated and professional investors.
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Jayex Technology Limited
Directors' report
31 December 2022
(iii) Shareholders at its General Meeting on 7 March 2023 approved the issuance of 207,692,307 Options towards the
repayments of $2.7 million convertible notes and 42,307,693 Options towards the repayment of $555,000 loans, to
Covenant Holding (WA) Pty Ltd. The transaction-based comparison table below sets out the impact of the above
transaction on the consolidated entity as of 31 December 2022:
Consolidated
balance
sheet as at
31 December
2022
Transaction
Post
transaction –
Pro forma
Percentage
increase/
decrease
following the
Transactions
795,425
1,504,654
2,300,079
-
-
-
795,425
1,504,654
2,300,079
%
-
-
-
7,416,105
1,214,077
8,630,182
(3,255,000)
-
(3,255,000)
4,161,105
1,214,077
5,375,182
(44%)
-
(38%)
(6,330,103)
3,255,000
(3,075,103)
(51%)
28,112,494
(1,866,837)
(32,575,760)
(6,330,103)
-
28,112,494
3,255,000 1,388,163
(32,575,760)
(3,075,103)
-
3,255,000
-
(174%)
-
(51%)
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Liabilities
Equity
Issued capital
Reserves
Accumulated losses
No other matter or circumstance has arisen since 31 December 2022 that has significantly affected, or may significantly
affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
Likely developments and expected results of operations
Information on likely developments in the operations of the consolidated entity and the expected results of operations are as
follows:
Our ultimate goal remains unchanged. Jayex seeks to create superior healthcare solutions that are user-friendly for patients,
reliable and easy to maintain for healthcare professionals, offer good value for purchasers and provide long-term returns for
our investors, while creating a Company culture that employees feel valued in and proud of.
We will do this by accelerating our development, as well as look to partners, collaborators and M&A opportunities to create
a comprehensive end-to-end capability healthcare platform.
Jayex currently touches 50 million patients annually across these care markets. We will capitalise and utilise our installed
base to deliver further and enhanced capability to these care markets through our comprehensive and growing end-to-end
cloud-based platform. Our platform will provide everything from Appointment booking, Patient calling, Patient check-in,
through to health messaging, self-care monitoring, script management, remote terminal dispensing of pharmaceutical and/or
medical cannabis products and telehealth solutions.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
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Jayex Technology Limited
Directors' report
31 December 2022
Information on Directors
Name:
Title:
Qualifications:
Experience and expertise:
Michael Boyd
Executive Chair till 26 October 2022 with subsequent appointment as Non-Executive
Chair
B. Comm (UWA) Grad. Dip App Fin
Michael Boyd is the Chairman of the Company and has been involved since its
inception in 2014. Based in Melbourne, he has led the corporate structuring of the
Company and the development of the Group’s strategic vision. On a practical level he
has initiated contacts with all stakeholder groups including professional bodies,
regulatory boards, wholesale distributors and pharmacy groups and individuals.
Mr. Boyd has been involved in the creation of new enterprises, both in the private and
public sectors, for over 27 years. Mr. Boyd has been successful in developing and
growing new projects in diverse areas including healthcare, telecommunications and
finance.
Trained as a Chartered Accountant, he was a founding Director and Chairman of Sonic
Healthcare Ltd, now an ASX listed top 50 company. After leaving Sonic he started
Foundation Healthcare, growing it to over 800 healthcare professionals before it was
acquired by Sonic. He was also a founding partner of Iridium Satellite bringing it out
from bankruptcy to now a NASDAQ listed company.
Other current directorships:
None
Former directorships (last 3 years): None
None
Special responsibilities:
107,883,880 fully paid ordinary shares
Interests in shares:
250,000,000 options
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Brian Renwick
Non-Executive Director
MBA, FCA, B. Bus. (Accounting) Monash
Mr. Renwick is very broadly experienced across the pharmaceutical and healthcare
sector in Australia. His involvement with sector commenced in finance roles that led
into commercial analysis, marketing and sales. From this broad commercial experience
in the manufacturing end of the supply chain he moved into the wholesaling with various
business development roles in retail and hospital pharmacy. Mr Renwick’s roles
broadened into commercial and business development including as general manager
for a corporate pharmacy business. He has completed two Business Development
roles within the CSL Limited group.
With his detailed commercial knowledge and broad experience across the healthcare
sector, Brian has provided consulting advice to Jayex since 2006 and is an important
member of the team.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Chairman of Audit and Risk Committee, member of Remuneration and Nomination
Committee
1,660,871 fully paid ordinary shares
Nil
Interests in shares:
Interests in options:
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Jayex Technology Limited
Directors' report
31 December 2022
Name:
Title:
Qualifications:
Experience and expertise:
Nicholas Harper
Executive Director till 1 December 2022 with subsequent appointment as Non-
Executive Director
MSc Computing Science
Nick has over thirty years’ experience working in software development. During that
time, he has worked in the public sector (local government), investment banking and
the aviation sector in a wide variety of roles and with varied responsibilities. Nick has
worked on implementing and maintaining many different types of software systems
from batch valuation systems to real-time data processing. Based in the UK, Nick also
has extensive experience of project management and software team building.
Other current directorships:
None
Former directorships (last 3 years): None
None
Special responsibilities:
Nil
Interests in shares:
Nil
Interests in options:
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
Ms Melanie Leydin was appointed Company Secretary on 19 August 2015. Ms Leydin graduated from Swinburne University
in 1997, became a Chartered Accountant in 1999 and since February 2000 had been the principal of chartered accounting
firm, Leydin Freyer. Upon the merger of Leydin Freyer with Vistra in November 2021, Ms Leydin is the country head of Vistra
Australia. Ms Leydin has over 25 years’ experience in the accounting profession and has extensive experience in relation to
public company responsibilities, including ASX and ASIC compliance, control and implementation of corporate governance,
statutory financial reporting, reorganisation of Companies and shareholder relations and is a director and company secretary
for a number of entities listed on the Australian Securities Exchange.
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the
year ended 31 December 2022, and the number of meetings attended by each Director were:
Full Board
Audit & Risk Committee
Remuneration & Nomination
Committee
Attended
Held
Attended
Held
Attended
Held
Michael Boyd
Brian Renwick
Michael Chan*
Nicholas Harper
9
10
10
10
10
10
10
10
-
6
6
-
-
6
6
-
-
1
1
-
-
1
1
-
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant
committee.
*
Michael Chan resigned as Non-Executive Director effective 16 December 2022.
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Jayex Technology Limited
Directors' report
31 December 2022
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all Directors.
The remuneration report is set out under the following main headings:
●
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives
and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of
reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward
governance practices:
●
●
●
●
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for
its directors and executives. The performance of the consolidated entity depends on the quality of its directors and executives.
The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
In past consultation with external remuneration consultants, the Remuneration and Nomination Committee has structured an
executive remuneration framework that is market competitive and complementary to the reward strategy of the consolidated
entity.
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it
should seek to enhance shareholders' interests by:
●
●
having economic profit as a core component of plan design
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
attracting and retaining high calibre executives
●
Additionally, the reward framework should seek to enhance executives' interests by:
●
●
●
rewarding capability and experience
reflecting competitive reward for contribution to growth in shareholder wealth
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive Director and executive Director
remuneration is separate.
Non-executive Directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors'
fees and payments are reviewed annually by the Remuneration and Nomination Committee. The Remuneration and
Nomination Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-
executive directors' fees and payments are appropriate and in line with the market. No such consultants were used during
the year. The chairman's fees are determined independently to the fees of other non-executive directors based on
comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his
own remuneration. Non-executive directors do not receive share options or other incentives.
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Jayex Technology Limited
Directors' report
31 December 2022
Directors may also be reimbursed for travel and other expenses reasonably incurred in attending to the Company’s affairs.
Non-executive directors may be paid such additional or special remuneration as the directors decide is appropriate where a
director performs extra work or services which are not in the capacity as Director of the Company or a subsidiary.
ASX listing rules require the aggregate non-executive Directors' remuneration be determined periodically by a general
meeting.
The Company's current Non-Executive Directors fee pool limit is $350,000 as set in Company's Constitution adopted in 2015.
Director
Role
Annual Fee
($)
Subject to NED Pool
Mr Michael Boyd
Mr Brian Renwick
Mr Nicholas Harper
Total Pool used
Non-Executive Chair
Non-Executive Director
Non-Executive Director
120,000
50,000
50,000
220,000
Yes
Yes
Yes
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
●
●
●
base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the consolidated entity and provides additional value to the
executive. The Executive chairman's fees are determined based on comparative roles in the external market. The chairman
is not present at any discussions relating to the determination of his own remuneration.
Consolidated entity performance and link to remuneration
The remuneration of the Non-Executive Directors is not linked to the performance, share price or earnings of the consolidated
entity. For the year ended 31 December 2022, the remuneration of Executive Chairman and other executives were not linked
to the performance, share price or earnings of the consolidated entity.
Refer to the section 'Additional information' below for details of the earnings and total shareholders return for the last five
years.
Use of remuneration consultants
Use of remuneration consultants During the financial year ended 31 December 2022, the consolidated entity did not engage
any remuneration consultants.
Voting and comments made at the Company's 26 May 2022 Annual General Meeting ('AGM')
At the 26 May 2022 AGM, 94.44% of the votes received supported the adoption of the remuneration report for the year ended
31 December 2021. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
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Jayex Technology Limited
Directors' report
31 December 2022
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables. Unless
otherwise noted, the named persons were key management personnel for the whole of the period ended 31 December 2022.
The key management personnel of the consolidated entity consisted of the following Directors of Jayex Technology Limited:
●
●
●
●
Michael Boyd (Executive Chair till 26 October 2022 with subsequent appointment as Non-Executive Chair)
Brian Renwick (Non-Executive Director)
Nicholas Harper (Executive Director till 1 December 2022 with subsequent appointment as Non-Executive Director)
Michael Chan (resigned as Non-Executive Director on 16 December 2022)
And the following person:
●
●
Robert Hadley (Chief Executive Officer appointed effective 3 October 2022)
Nathan Woodard (Chief Financial Officer resigned effective 31 January 2023)
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Cash
salary
and fees
$
Cash
bonus
$
Super-
annuation
$
Long
service
leave
$
Share-
based
payments
$
Termination
benefit
$
Total
$
20,000
50,000
47,917
4,167
170,000
131,654
53,324
159,971
637,033
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,348
2,348
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,000
- 50,000
- 47,917
4,167
-
-
170,000
- 131,654
- 53,324
- 162,319
- 639,381
2022
Non-Executive
Directors:
Mr M Boyd (Non-
Executive Chair)(i)
Mr B Renwick
Mr M Chan(ii)
Mr N Harper(iii)
Executive Directors:
Mr M Boyd
(Executive Chair)(i)
Mr N Harper(iii)
Other Key
Management
Personnel:
Mr R Hadley(iv)
Mr N Woodard(v)
(i)
(ii)
(iii)
(iv)
(v)
Mr M Boyd was Executive Chair till 26 October 2022 with subsequent appointment as Non-Executive Chair
effective 26 October 2022.
Mr M Chan resigned as Non-Executive Director effective 16 December 2022.
Mr N Harper was Executive Director till 1 December 2022 with subsequent appointment as Non-Executive
Director effective 1 December 2022.
Mr R Hadley was appointed as Chief Executive Officer effective 3 October 2022.
Mr N Woodard resigned as Chief Financial Officer effective 31 January 2023.
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Jayex Technology Limited
Directors' report
31 December 2022
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Cash salary
and fees
$
Cash
bonus
$
Super-
annuation
$
Long
service
leave
$
Share-
based
payments
$
Termination
benefit
$
Total
$
50,000
50,000
38,889
173,950
33,532
-
-
-
-
-
-
-
-
-
-
168,387
514,758
41,201
41,201
28,663
28,663
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
50,000
50,000
38,889
-
-
173,950
33,532
7,160
7,160
- 245,411
- 591,782
2021
Non-Executive
Directors:
Mr B Renwick
Mr M Chan
Mr N Harper*
Executive
Directors:
Mr M Boyd
(Executive Chair)
Mr N Harper*
Other Key
Management
Personnel:
Mr N Woodard
*
Mr N Harper was appointed as the Executive Director effective 11 October 2021
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Mr M Boyd
Mr B Renwick
Mr M Chan
Mr N Harper
Executive Directors:
Mr M Boyd
Mr N Harper
Other Key Management
Personnel:
Mr. R Hadley
Mr. N Woodard
Fixed remuneration
2021
2022
At risk - STI
At risk - LTI
2022
2021
2022
2021
100%
100%
100%
100%
-
100%
100%
-
100%
100%
100%
100%
100%
100%
-
77%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
23%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12
Jayex Technology Limited
Directors' report
31 December 2022
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Michael Boyd
(Executive Chair till 26 October 2022 with subsequent appointment as Non-Executive
Chair)
25 July 2020
No fixed term. Each party may terminate the agreement by giving one months' notice.
The Company may make payment in lieu of part of all of the notice period.
Base salary of $220,000 per annum till 26 October 2022 and $120,000 per annum as
Non-Executive Chair effective 26 October 2022.
Nathan Woodard (resigned effective 31 January 2023)
Chief Financial Officer
28 August 2018
No fixed term. Each party may terminate the agreement by giving three months' notice.
The Company may make payment in lieu of part of all of the notice period.
Base salary £90,000 per annum.
Nicholas Harper
Executive Director for Software till 1 December 2022 with subsequent appointment as
Non-Executive Director
11 October 2021
No fixed term. Each party may terminate the agreement by giving three months'
notice. The Company may make payment in lieu of part of all of the notice period.
Base salary £85,000 per annum till 1 December 2022 and $50,000 per annum as Non-
Executive Director effective 1 December 2022.
Robert Hadley
Chief Executive Officer
3 October 2022
No fixed term. Each party may terminate the agreement by giving three months'
notice. The Company may make payment in lieu of part of all of the notice period.
Base salary £120,000 per annum.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
During the year no ordinary shares were issued to directors and other key management personnel as part of compensation.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel as at 31 December 2022 are as follows:
Name
Number of
options
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise
price
Fair value
per option at
grant date
Mr N Woodard
250,000 30/03/2021
31/12/2021
29/03/2024
$0.05
$0.029
Subsequent to the year end, Nathan Woodard resigned as Chief Financial Officer effective 31 January 2023 and the above
options were forfeited effective 1 March 2023 under the terms of the Options offer letter.
Options granted carry no dividend or voting rights.
13
Jayex Technology Limited
Directors' report
31 December 2022
Additional information
The earnings of the consolidated entity for the five years to 31 December 2022 are summarised below:
Sales revenue
EBITDA
EBIT
Loss after income tax
2022
$
2021
$
2020
$
2019
$
2018
$
4,303,996
(1,055,118)
(6,412,949)
(7,245,838)
4,125,166
(302,076)
(3,518,189)
(3,924,342)
6,063,000
293,000
(561,000)
(799,000)
7,185,000
121,000
(663,000)
(960,000)
6,749,000
(342,000)
(885,000)
(1,125,000)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
Share price at financial year end (cents)
2022
1.10
2021
1.90
2020
3.90
2019
3.00
2018
1.90
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key management
personnel of the consolidated entity, including their personally related parties, is set out below:
Ordinary shares
Mr M Boyd
Mr B Renwick
Mr M Chan*
Balance at Received
the start of as part of
remuneration
the year
Shares
acquired
Disposals/
other
Balance at
the end of
the year
107,883,880
1,660,871
2,498,180
112,042,931
-
-
-
-
-
-
50,820
50,820
- 107,883,880
1,660,871
-
-
(2,549,000)
(2,549,000) 109,544,751
*
On 1 December 2022, Mr Michael Chan acquired 50,820 shares through on-market trade. The disposal represents
shares held by Mr Michael Chan as at the date of resignation as Non-Executive Director on 16 December 2022.
Option holding
The number of options over ordinary shares in the Company held during the financial year by each Director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
Balance at
the start of
the year
Granted
Expired/
forfeited/
Balance at
the end of
the year
Exercised
other
Options over ordinary shares
Mr N Woodard*
250,000
250,000
-
-
-
-
-
-
250,000
250,000
*
Subsequent to the year end, Nathan Woodard resigned as Chief Financial Officer effective 31 January 2023 and the
above options were forfeited effective 1 March 2023 under the terms of the Options offer letter.
During the financial period loans were made by the company’s chairman to the consolidated entity. Details of these
transactions are disclosed below:
Transactions with related parties
The following transactions occurred with related parties. All transactions were carried out on arm's length terms on a basis
which is no more or less favourable than if the transactions had occurred with non-related entities except for the interest free
loans disclosed in the Terms and Condition section below.
14
Jayex Technology Limited
Directors' report
31 December 2022
Consolidated Consolidated
2022
$
2021
$
Interest on convertible Notes issued to Covenant Holdings (WA) Pty Ltd (an entity related to
Non-Executive Chair Michael Boyd)
175,260
183,172
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated Consolidated
2022
$
2021
$
Current payables:
Accrued loan interest payable to Covenant Holdings (WA) Pty Ltd (an entity related to Non-
Executive Chair Michael Boyd)
87,750
-
The payables due to related parties were payable on demand and did not bear interest.
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Current borrowings:
Convertible Notes issued to Covenant Holdings (WA) Pty Ltd (an entity related to Non-
Executive Chair Michael Boyd)
Loans from Covenant Holdings (WA) Pty Ltd (an entity related to Non-Executive Chair
Michael Boyd) (i), (ii)
Loan from Michael Boyd, Non-Executive Chair (iii)
Loan from Michael Boyd, Non-Executive Chair(iv)
Non-current borrowings:
Loans from Covenant Holdings (WA) Pty Ltd (an entity related to Non-Executive Chair
Michael Boyd) (i), (ii)
Loan from Michael Boyd, Non-Executive Chair (iii)
Consolidated
2022
$
2021
$
2,700,000
2,128,826
555,000
188,517
266,642
3,710,159
-
-
-
2,128,826
-
-
-
555,000
188,517
743,517
Terms and conditions
Loan
The terms of the loans made by Covenant Holdings (WA) Pty Ltd to companies within the consolidated entity are as follows:
(i)
(ii)
Loan from Covenant Holdings (WA) Pty Ltd to P2U Pty Ltd: Balance as at 31 December 2022 and 31 December 2021
- $55,000; loan is interest free, unsecured and is repayable on 1 April 2023.
Loan from Covenant Holdings (WA) Pty Ltd to Whakaora Hou Limited: Balance as at 31 December 2022: $500,000
(31 December 2021: 500,000); loan is interest free, unsecured and is repayable on 1 April 2023.
(iii)
Loan from Michael Boyd, Non-Executive Chair to Whakaora Hou Limited: Balance as at 31 December 2022: $188,517
(31 December 2021: $188,517) This is an interest free unsecured loan and is repayable on 1 April 2023.
(iv)
Loan from Michael Boyd, Non-Executive Chair to Jayex Technology Limited: Balance as at 31 December 2022:
$266,642 (31 December 2021:nil) This is an interest free unsecured loan and is repayable on 30 June 2023.
15
Jayex Technology Limited
Directors' report
31 December 2022
Convertible notes
Convertible Notes are unsecured and issued on 13 October 2020 at an interest rate of 6.5% per annum. These are repayable
on 13 October 2022 for balance not converted into shares. Refer to note 16 for further information on convertible notes.
Subsequent to the year end, shareholders at its General Meeting on 7 March 2023 approved the issuance of 207,692,307
Options towards the repayments of $2.7 million convertible notes and 42,307,693 Options towards the repayment of
$555,000 loans, to Covenant Holding (WA) Pty Ltd.
This concludes the remuneration report, which has been audited.
Shares under options
Unissued ordinary shares of Jayex Technology Limited under option outstanding at the date of this report are as follows:
Grant date
04 May 2021
7 March 2023
Expiry date
03 May 2024
7 March 2026
Exercise
price
Number
under options
$0.05
$0.01
250,000
250,000,000
250,250,000
No person entitled to exercise the options had or has any right by virtue of the options granted to participate in any share
issue of the Company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of Jayex Technology Limited issued on the exercise of options during the year ended 31
December 2022 and up to the date of this report.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial period by the auditor
are outlined in note 25 to the financial statements.
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 25 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and
Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-
making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.
●
Officers of the Company who are former partners of William Buck Audit (Vic) Pty Ltd
There are no officers of the Company who are former partners of William Buck Audit (Vic) Pty Ltd.
16
Jayex Technology Limited
Directors' report
31 December 2022
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on
page 18.
Auditor
William Buck Audit (Vic) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Michael Boyd
Chairman
30 March 2023
Melbourne
17
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001 TO THE DIRECTORS OF JAYEX TECHNOLOGY LIMITED
I declare that, to the best of my knowledge and belief, during the year ended 31 December
2022 there have been:
— no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the
audit.
William Buck Audit (Vic) Pty Ltd
ABN: 59 116 151 136
A. A. Finnis
Director
Melbourne, 30 March 2023
Level 20, 181 William Street, Melbourne VIC 3000
+61 3 9824 8555
vic.info@williambuck.com
williambuck.com.au
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Auditors Independence Declaration-1
Jayex Technology Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2022
Revenue from continuing operations
Other income
Expenses
Raw materials and consumables used
Employee benefits expense
Depreciation and amortisation expense
Marketing expenses
Administrative, corporate and other expenses
Finance costs
Impairment of intangible assets
Consolidated
Restated
Note
2022
$
2021
$
6
7
8
8
8
14
4,303,996
3,586,303
202,936
1,289,021
(916,882)
(3,107,925)
(373,742)
(73,551)
(1,488,442)
(919,068)
(3,748,022)
(570,807)
(3,047,888)
(589,892)
(107,078)
(1,454,690)
(839,650)
(2,513,800)
Loss before income tax benefit from continuing operations
(6,120,700)
(4,248,481)
Income tax benefit
86,179
433,497
Loss after income tax benefit from continuing operations
(6,034,521)
(3,814,984)
Loss after income tax expense from discontinued operations
9
(1,211,317)
(109,358)
Loss after income tax (expense)/benefit for the year attributable to the owners
of Jayex Technology Limited
(7,245,838)
(3,924,342)
Other comprehensive income/(loss)
Items that will not be reclassified subsequently to profit or loss
(Loss)/gain on the revaluation of equity instruments at fair value through other
comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income/(loss) for the year, net of tax
(106,961)
57,091
(154,927)
404,108
(261,888)
461,199
Total comprehensive loss for the year attributable to the owners of Jayex
Technology Limited
(7,507,726)
(3,463,143)
Total comprehensive loss for the year is attributable to:
Continuing operations
Discontinued operations
(6,296,409)
(1,211,317)
(3,353,785)
(109,358)
(7,507,726)
(3,463,143)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
19
Jayex Technology Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2022
Earnings per share for loss from continuing operations attributable to the
owners of Jayex Technology Limited
Basic earnings per share
Diluted earnings per share
Earnings per share for loss from discontinued operations attributable to the
owners of Jayex Technology Limited
Basic earnings per share
Diluted earnings per share
Earnings per share for loss attributable to the owners of Jayex Technology
Limited
Basic earnings per share
Diluted earnings per share
32
32
32
32
32
32
Cents
Cents
(2.42)
(2.42)
(1.73)
(1.73)
(0.49)
(0.49)
(0.05)
(0.05)
(2.91)
(2.91)
(1.78)
(1.78)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
20
Jayex Technology Limited
Consolidated statement of financial position
As at 31 December 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
Non-current assets
Deposits
Financial assets at fair value through other comprehensive income
Financial assets at fair value through profit or loss
Plant and equipment
Right-of-use assets
Intangibles
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Provision for income tax on capital gains
Employee benefits
Provisions
Contract liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Deferred tax
Employee benefits
Total non-current liabilities
Total liabilities
Net assets/(liabilities)
Equity
Issued capital
Reserves
Accumulated losses
Total equity/(deficiency)
Consolidated
Restated
Note
2022
$
2021
$
10
11
12
13
14
15
16
17
18
19
239,379
397,659
139,324
19,063
795,425
982,716
838,348
246,614
47,578
2,115,256
39,363
-
1,414,828
-
50,463
-
1,504,654
54,113
536,001
1,368,846
193,289
247,265
5,176,729
7,576,243
2,300,079
9,691,499
1,824,437
4,136,825
51,764
39,940
27,281
236,344
1,099,514
7,416,105
1,033,059
2,607,101
149,823
199,447
49,743
215,046
1,615,450
5,869,669
1,208,889
3,461
-
1,727
1,214,077
2,454,826
112,979
59,744
16,658
2,644,207
8,630,182
8,513,876
(6,330,103)
1,177,623
20
21
28,112,494 28,112,494
(1,654,819)
(25,280,052)
(1,866,837)
(32,575,760)
(6,330,103)
1,177,623
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
21
Jayex Technology Limited
Consolidated statement of changes in equity
For the year ended 31 December 2022
Consolidated (Restated)
Shared-
based
payment
reserve
$
Issued
capital
$
Foreign
exchange
reserve
$
Financial
asset
reserve
$
Accumulated
losses
$
Total equity
$
Balance at 1 January 2021
26,861,089
-
(2,128,205)
-
(21,355,710)
3,377,174
Loss after income tax benefit for
the year
Other comprehensive income
for the year, net of tax
Total comprehensive
income/(loss) for the year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 20)
Vesting of share based
payments
-
-
-
1,251,405
-
-
-
-
-
12,187
-
-
(3,924,342)
(3,924,342)
404,108
57,091
-
461,199
404,108
57,091
(3,924,342)
(3,463,143)
-
-
-
-
-
-
1,251,405
12,187
Balance at 31 December 2021
28,112,494
12,187
(1,724,097)
57,091
(25,280,052)
1,177,623
Consolidated
Shared-
based
payment
reserve
$
Issued
capital
$
Foreign
exchange
reserve
$
Financial
asset
reserve
$
Accumulated
losses
$
Total
deficiency in
equity
$
Balance at 1 January 2022
28,112,494
12,187
(1,724,097)
57,091
(25,280,052)
1,177,623
Loss after income tax benefit for
the year
Other comprehensive loss for
the year, net of tax
Total comprehensive loss for
the year
Transactions with owners in
their capacity as owners:
Disposal of financial assets
-
-
-
-
-
-
-
-
-
-
(7,245,838)
(7,245,838)
(154,927)
(106,961)
-
(261,888)
(154,927)
(106,961)
(7,245,838)
(7,507,726)
-
49,870
(49,870)
-
Balance at 31 December 2022
28,112,494
12,187
(1,879,024)
-
(32,575,760)
(6,330,103)
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
22
Jayex Technology Limited
Consolidated statement of cash flows
For the year ended 31 December 2022
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Other revenue
Interest and other finance costs paid
Income taxes paid
Net operating cash used in continuing operations
Consolidated
Note
2022
$
2021
$
4,237,280
(4,815,541)
133,887
(172,605)
(199,447)
(816,426)
3,878,647
(5,309,349)
251,328
(223,749)
-
(1,403,123)
Net operating cash (used in)/ generated by discontinued operations
(39,944)
146,434
Net cash used in operating activities
(856,370)
(1,256,689)
Cash flows from investing activities
Proceeds from disposal of Acute business
Payments for disposal of Acute business
Payment for investments
Proceeds from disposal of investments
Net cash from/(used in) continuing operations’ investing activities
-
-
-
429,040
429,040
1,583,707
(850,303)
(1,368,846)
-
(635,442)
Net cash used in the investing activities of discontinued operations
-
(134,724)
Net cash from/(used in) investing activities
429,040
(770,166)
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Proceeds from borrowings
Repayment of borrowings
Repayment of convertible notes
Repayment of lease liabilities
Net cash used in continuing operations’ financing activities
-
266,642
(391,111)
-
(136,676)
(261,145)
1,292,092
(40,687)
1,116,071
(111,607)
(300,000)
(116,707)
(1,839,162)
Net cash used in the financing activities of discontinued operations
(20,569)
(18,520)
Net cash (used in)/from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
(281,714)
1,820,642
(709,044)
982,716
(34,293)
(206,213)
1,182,183
6,746
239,379
982,716
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
23
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 1. General information
The financial statements cover Jayex Technology Limited as a consolidated entity consisting of Jayex Technology Limited
("the Company") and the entities it controlled at the end of, or during, the period. The financial statements are presented in
Australian dollars, which is Jayex Technology Limited's functional and presentation currency.
Jayex Technology Ltd is a for-profit company limited by shares, incorporated and domiciled in Australia. Its registered office
and principal place of business is:
Registered office
Principal place of business
Level 4
100 Albert Road
South Melbourne VIC 3205
17B Cribb Street
Milton QLD 4064
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 30 March 2023. The
Directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Other accounting pronouncements which have become effective from 1 January 2022 and have therefore been adopted
have not had a significant impact on the Group’s financial results or position.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the consolidated entity for the year ended 31 December 2022.
Going concern
The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities
and the realisation of assets and the settlement of liabilities in the ordinary course of business.
The working capital position as at 31 December 2022 of the consolidated entity, as disclosed in the statement of financial
position, is an apparent excess of current liabilities over current assets of $6,620,680 (2021: $3,754,413). However, the
current liabilities as at 31 December 2022 contain a number of liability accounts, including Contract liabilities and Convertible
notes, which represent the results of accounting adjustments and do not represent amounts currently payable, or expected
to become payable, to third parties. Excluding these liability amounts from the calculation of working capital at 31 December
2022, results in adjusted working capital deficit of $2,821,166 (2021: working capital surplus of $58,912).
The cash balance at 31 December 2022 was $239,379 (2021: $982,716).
The consolidated entity incurred a net loss after tax for the financial year ended 31 December 2022 of $7,245,838 (2021:
$3,924,342) and had net cash outflows from operating activities of $856,370 (2021: $1,256,689).
These conditions give rise to a material uncertainty that may cast significant doubt about the group’s ability to continue as a
going concern.
Notwithstanding these results, the directors believe that the company will be able to continue as a going concern and as a
result the financial statements have been prepared on a going concern basis. The accounts have been prepared on the
assumption that the company is a going concern for the following reasons:
24
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
●
●
●
●
●
●
The consolidated entity has a large and very stable customer base, with a very low churn rate across the core products;
The consolidated entity has entered into a joint venture with Shine Clinical Limited which is expected to deliver industry
contracts (between $0.5 – 2 million) which are typically multi-month and repeating annually;
an organizational restructure and various efficiency projects have delivered material reductions in operational
expenditure. The consolidated entity has further ability to scale down if required;
financial support has been consistently offered by related parties of the Directors;
the Board is of the opinion that the consolidated entity has, or shall have access to, sufficient funds to meet the planned
corporate activities and working capital requirements; and
as the Company is an ASX-listed entity, the consolidated entity has the ability to raise additional funds if required.
This financial report does not include any adjustments relating to the recoverability and classification of recorded asset
amounts or to the amounts and classification of liabilities that might be necessary should the Company not continue as a
going concern.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed in note 3.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Jayex Technology Ltd
('Company' or 'parent entity') as at 31 December 2022 and the results of all subsidiaries for the period then ended. Jayex
Technology Ltd and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'. Details
of subsidiaries are included in note 29.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Jayex Technology Limited's functional and presentation
currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss.
25
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting
date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange
rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
The consolidated entity predominantly derives revenue from the sale of goods and services. Significant contracts with
customers depict various performance obligations, such as:
●
●
●
●
●
Supply and delivery of equipment, along with the software license to run on such equipment. This also include
installation services and web portal access;
Additional services (if contracted and included to that standard services agreement);
Annual, ongoing software license and support services;
Software customisation (development) and related support services; and
Annual and ongoing extended warranty services.
To determine whether to recognise revenue, the consolidated entity follows a 5-step process:
●
●
●
●
●
Identifying the contract with a customer
Identifying the performance obligations
Determining the transaction price
Allocating the transaction price to the performance obligations
Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is recognised either at a point in time or over time, when (or as) the consolidated entity satisfies performance
obligations by transferring the promised goods or services to its customers.
Rendering of services
All deals are done on an annual basis with the option to pay for additional year(s)' warranty and software support at the time
of the sale in advance. Revenue is recognised on a straight-line basis over the term of the contract for such services. This
method best depicts the transfer of services to the customer as the consolidated entity’s historical experience demonstrates
no statistically significant variation in the quantum of services provided in each year of a multi-year contract.
Under AASB 15, the consolidated entity concluded that revenue from warranty and software support services will continue
to be recognised over time, using an input method to measure progress towards complete satisfaction of the service similar
to the previous accounting policy, because the customer simultaneously receives and consumes the benefits provided by
the consolidated entity.
The consolidated entity recognises contract liabilities for consideration received in respect of unsatisfied performance
obligations and reports these amounts as other liabilities in the statement of financial position. Similarly, if the consolidated
entity satisfies a performance obligation before it receives the consideration, the consolidated entity recognises either a
contract asset or a receivable in its statement of financial position, depending on whether something other than the passage
of time is required before the consideration is due.
Equipment (Kiosk) sale and installation
The supply, installation and commissioning of requested equipment by the consolidated entity to the customer in accordance
with a contract. Revenue is recognized at the point in time when the equipment has been commissioned and commences
operation in accordance with specifications, at which point the performance obligation is satisfied. The equipment can only
be installed by the company, as such the customer cannot derive benefits from the equipment until after installation of the
software to run it, consequently, the revenue is recognized at a point in time after installation.
Software licences
Provision, over a specified period, of licence permitting and enabling the customer to access and use the software product
supplied by the consolidated entity. Revenue is recognized on a straight line basis over the specified period, i.e. over time.
26
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Extended warranties
Provision, over a specified period, of an extended warranty in favour of the customer to repair or replace equipment previously
supplied by the consolidated entity. Revenue is recognized on a straight-line basis over the specified warranty period, i.e.
over time.
Software support services
Provision by the consolidated entity, over a specified period, of telephone and online software support services to the
customer, whereby client queries and problems are resolved by consolidated entity staff as required. Revenue is recognized
on a straight-line basis over the specified period, i.e. over time.
Software development services
The supply, installation and commissioning of specific specialised software enhancements as required by the customer,
which are outside of, or in addition to, the standard software product offered by the consolidated entity. Revenue is recognized
over time as and when the software development services are delivered and recognition ceases once the project has been
commissioned and commences operation in accordance with customer specifications at which point the performance
obligation is satisfied. At this point any further service provided in relation to such development would be covered by Software
support services as described above.
Other income
Interest
Interest income is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Government grants
Government grants are recognised when there is reasonable assurance that the grant will be received and all grant conditions
will be complied with. When the grant relates to an expense item, it is recognised as income over the periods necessary to
match the grant on a systematic basis to the costs that it is expected to compensate.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Discontinued operations
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for sale
and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan
to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The
results of discontinued operations are presented separately on the face of the statement of profit or loss and other
comprehensive income.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
27
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Inventories
Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of
rebates and discounts received or receivable.
Stock on hand is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of
rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at
either amortised cost or fair value depending on their classification. Classification is determined based on both the business
model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an
accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, its carrying value is written off.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business
model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial
asset represent contractual cash flows that are solely payments of principal and interest.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as
financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where
they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii)
designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity
intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured
at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon
the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk
has increased significantly since initial recognition, based on reasonable and supportable information that is available, without
undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit
loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a
default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is
determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit
losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is
recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss
allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
28
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Motor vehicles
Computer equipment
Office equipment
Furniture and fittings
4 - 5 years
3 years
3 - 5 years
4 - 5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at
the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or
adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at
the date of the acquisition.
Intangible assets acquired separately are initially recognised at cost.
Intangible assets with indefinite useful lives are not amortised, but tested for impairment annually, either individually or at the
cash generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life
continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis
Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. Amortisation expense
is included in depreciation and amortisation expense in the Statement of profit or loss and other comprehensive income.
The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the
difference between net disposal proceeds and the carrying amount of the intangible asset.
The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of
consumption or useful life are accounted for prospectively by changing the amortisation method or period.
29
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition
date).
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount
recognised for any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest
in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities
assumed.
If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the
consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s
previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain
purchase gain.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purposes of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s
cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of
the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill
associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the
operation disposed of and the portion of the cash generating unit retained.
Research and development
Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is probable
that the project will be a success considering its commercial and technical feasibility; the consolidated entity is able to use
or sell the asset; the consolidated entity has sufficient resources; and intent to complete the development and its costs can
be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of their expected
benefit, being their finite life of 7 years.
Software
Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute
to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems.
Costs capitalised include external direct costs of materials and service and direct payroll and payroll related costs of
employees’ time spent on the project. Amortisation is calculated on a straight-line basis generally over 5-7 years. IT
development costs include only those costs directly attributable to the development phase and are only recognised following
completion of technical feasibility and where the Group has an intention and ability to use the asset.
When these assets are acquired as part of a business combination they are recognised separately from goodwill. The assets
are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses.
Customer relationships
When these assets are acquired as part of a business combination they are recognised separately from goodwill. The assets
are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses.
Amortisation is calculated on a straight-line basis generally over the assets’ estimated useful lives of 10 years.
30
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually
for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit
from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment
annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-
generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit.
Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30
days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days
Overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The
amounts are unsecured and are usually paid within 30 days of recognition.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They
are subsequently measured at amortised cost using the effective interest method.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement
of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an
equivalent non-convertible bond and this amount is carried as a current liability on the amortised cost basis until extinguished
on conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance cost.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of
fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts
expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is
reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on
an index or a rate are expensed in the period in which they are incurred.
31
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset
is fully written down.
Contract liabilities
Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are
recognised when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its
unconditional right to consideration (whichever is earlier) before the consolidated entity has transferred the goods or services
to the customer.
Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past
event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to
settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The
increase in the provision resulting from the passage of time is recognised as a finance cost.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at
the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees 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
either: (i) the Binomial or 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 consolidated entity receives the services that entitle the employees to receive payment. No account is taken of
any other vesting conditions; or,
(ii) Barren option pricing model which takes into account largely the same factors as the above model, but also takes into
account the relevant predetermined level (the barrier), with the fair value calculated using a trinomial lattice.
32
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 2. Significant accounting policies (continued)
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 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 consolidated entity or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied
during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the
award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
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 are 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.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Loss per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Jayex Technology Ltd, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial period, adjusted for share splits or bonus elements in ordinary shares issued during the financial period.
33
Jayex Technology Limited
Notes to the consolidated financial statements
3 1 December 2022
No
te 2. Significant accounting policies (continued)
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of
the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices
(unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2:
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant
to fair value and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include disco
unted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs.
Refer to note 23 for key inputs used in the valuation models.
Warranty provision
In determining the level of provision required for warranties the consolidated entity has made judgements in respect of the
expected performance of the products, the number of customers who will actually claim under the warranty and how often,
and the costs of fulfilling the conditions of the warranty. The provision is based on estimates made from historical warranty
data associated with similar products and services.
Estimates on the churn of customer relationships.
Management has estimated that the average customer retention is 10 years. Amortisation of intangible assets related to
customer relationship has accordingly been amortised over 10 years. Existing customers pay an annual subscription renewal
identifying the existing useful life of their product. Our churn is estimated to be at 3%. The majority of our customers are
repeat purchasers.
34
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 4. Restatement of comparatives
Correction of error
The Group has noted a prior period error for the year ended 31 December 2021 where the disposal of capitalised software
was incorrectly adjusted against the foreign currency translation reserve. The Group has restated each of its affected financial
statement line items for the prior period ended 31 December 2021, in accordance with AASB 108 "Accounting Policies,
Changes in Accounting Estimates and Errors". The impact of the change is presented below:
Assets
Intangible assets
Total assets
Liabilities
Deferred Tax Liabilities
Total Liabilities
Equity
Reserves
Accumulated losses
Total equity
As
previously
reported
2021
$
Adjustment
$
As Restated
2021
$
5,465,959
9,980,729
(289,230)
(289,230)
5,176,729
9,691,499
139,282
8,593,414
(79,538)
(79,538)
59,744
8,513,876
(1,390,173)
(25,335,006)
1,387,315
(264,646)
54,954
(209,692)
(1,654,819)
(25,280,052)
1,177,623
As
previously
reported
2021
$
As Restated
Adjustment
$
2021
$
Loss after income tax expense from continuing operations
(4,248,481)
- (4,248,481)
Income tax benefit/(expense)
Loss after income tax benefit from continuing operations
Loss after income tax expense from discontinued operations
Loss after income tax (expense)/benefit for the year attributable to the
owners of Jayex Technology Limited
Other comprehensive loss for the year, net of tax
378,543
(3,869,938)
(109,358)
(3,979,296)
54,954
54,954
-
54,954
433,497
(3,814,984)
(109,358)
(3,924,342)
461,199
-
461,199
Total comprehensive loss for the year
(3,518,097)
54,954 (3,463,143)
Cents
Cents
Reported Adjustment Restated
Cents
Basic and diluted earnings/(loss) per share from continuing operations
Basic and diluted earnings/(loss) per share from discontinued operations
Basic and diluted earnings/(loss) per share attributable to the owners of
Jayex Technology Limited
(1.76)
(0.05)
(1.81)
0.02
-
0.02
(1.73)
(0.05)
(1.78)
35
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 5. Operating segments
Identification of reportable operating segments
The consolidated entity is organised into two operating segments: Australia and United Kingdom (UK). These operating
segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the
Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There
is no aggregation of operating segments.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation), excluding capital-raising
expenses and share-based payments. The accounting policies adopted for internal reporting to the CODM are consistent
with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
No changes to the policy above have occurred during the financial year.
The Consolidated entity had the following discontinued operations during year ended 31 December 2022 and 31 December
2021:
(i)
(ii)
During the year ended 31 December 2022, the consolidated entity has closed its operations at Whakaora Hou Limited
(WHL). WHL had been grouped under the Australia operation segment. In the segment information below, the
discontinued operating results of WHL for the year ended 31 December 2022 and comparative results for the year
ended 31 December 2021 of, $1,247,400 and $204,410 respectively have been presented separately from Australia
Segment. Refer to note 9 for details on discontinued operating results.
During previous year, the Group sold its on-premises Acute hospital queue management business to Canadian based
medical technology company Vitalhub Inc. where Vitalhub acquired Jayex’s hospital contracts in both the United
Kingdom and Australia. In the segment information below, the discontinued operating results of Acute business from
United Kingdom and Australia segments have been presented separately. Refer to note 9 for details on discontinued
operating results.
Intersegment transactions
Intersegment transactions were made at market rates. The Australian operating segment charges a management fee to the
United Kingdom operating segment. Intersegment transactions are eliminated on consolidation.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable
that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are
eliminated on consolidation.
Major customers
The consolidated entity does not have a major customer that contributes more than 10% or more to the consolidated entity's
revenue.
36
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 5. Operating segments (continued)
Operating segment information
Consolidated - 2022
Revenue
Sales to external customers
Total revenue
Other revenue
Segment operating expenses
EBITDA
Interest expense
Depreciation & amortisation expense
Impairment of intangibles*
Fair value change in the derivative instrument
Loss before income tax benefit
Income tax benefit
Loss after income tax benefit continuing operations
Loss after income tax from discontinued operations (note 9)
Loss after income tax
Australia
$
United
Kingdom
$
Total
$
320,142
320,142
82,741
(1,215,428)
(812,545)
3,983,854
3,983,854
51,146
(4,371,372)
(336,372)
4,303,996
4,303,996
133,887
(5,586,800)
(1,148,917)
(919,068)
(373,742)
(3,748,022)
69,049
(6,120,700)
86,179
(6,034,521)
(1,211,317)
(7,245,838)
*The impairment cost of intangibles of $3,748,022 related United Kingdom operating segment.
Consolidated - 2022
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Consolidated - 2021 (restated)
Revenue
Sales to external customers
Total revenue
Other revenue
Segment operating expenses
EBITDA
Interest expense
Depreciation & amortisation expense
Impairment of assets**
Share based payment expense
Fair value change in the derivative instrument
Loss before income tax benefit
Income tax benefit
Loss after income tax benefit continuing operations
Loss after income tax from discontinued operations (note 9)
Loss after income tax
Australia
$
United
Kingdom
$
Total
$
61,971
1,451,204
1,513,175
733,454
53,451
786,905
795,425
1,504,655
2,300,080
4,199,383
5,189
4,204,572
3,216,722
1,208,888
4,425,610
7,416,105
1,214,077
8,630,182
Australia
$
United
Kingdom
$
Total
$
562,267
562,267
62,608
(1,991,485)
(1,366,610)
3,024,036
3,024,036
188,581
(3,176,791)
35,826
3,586,303
3,586,303
251,189
(5,168,276)
(1,330,784)
(839,650)
(589,892)
(2,513,800)
(12,187)
1,037,832
(4,248,481)
433,497
(3,814,984)
(109,358)
(3,924,342)
**Out of total impairment cost of intangibles of $2,513,800, $585,800 and $1,928,000 was related Australia and United
Kingdom operating segments respectively.
37
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 5. Operating segments (continued)
Consolidated – Dec 2021 (restated)
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Note 6. Revenue
From continuing operations
Sales revenue
Australia
$
United
Kingdom
$
Total
$
256,708
2,653,246
2,909,954
1,858,548
4,922,997
6,781,545
2,115,256
7,576,243
9,691,499
2,718,354
819,744
3,538,098
3,151,315
1,824,463
4,975,778
5,869,669
2,644,207
8,513,876
Consolidated
2022
$
2021
$
4,303,996
3,586,303
Sales revenue is revenue generated from the consolidated entity's healthcare industry service provision businesses.
For 2022, revenue includes $1,592,158 (2021: $1,247,528) included in the contract liability balance at the beginning of the
period.
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Major product lines
Supply and installation of Kiosks (at a point of time)
Software licences and support services (over time)
Extended warranty and software support (over time)
Software development customisation services (over time)
Software development supports services (over time)
Note 7. Other income
Fair value change in the derivative instrument
Government grants
Foreign exchange gains
Other
Other income
38
Consolidated
2022
$
2021
$
1,672,713
2,254,609
376,674
-
-
1,414,378
1,790,569
343,414
23,621
14,321
4,303,996
3,586,303
Consolidated
2022
$
2021
$
69,049
-
82,741
51,146
1,037,832
251,031
-
158
202,936
1,289,021
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 8. Expenses
Loss before income tax from continuing operations includes the following specific expenses:
Depreciation
Plant and equipment
Buildings right-of-use assets
Total depreciation
Amortisation
Software
Customer relationships
Total amortisation
Total depreciation and amortisation
Finance costs
Interest and finance charges on borrowings and convertible notes
Interest and finance charges paid/payable on lease liabilities
Finance costs expensed
Superannuation expense
Defined contribution superannuation expense
Employee benefits expense excluding superannuation
Employee benefits expense excluding superannuation
Consolidated
2022
$
2021
$
-
119,441
19,607
142,994
119,441
162,601
45,146
209,155
113,154
314,137
254,301
427,291
373,742
589,892
913,015
6,053
813,729
25,921
919,068
839,650
41,872
52,981
3,066,053
2,994,907
39
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 9. Discontinued operations
Description
During previous year, the Group sold its on-premises Acute hospital queue management business to Canadian based
medical technology company Vitalhub Inc. Under the agreement, Vitalhub acquired Jayex’s hospital contracts in both the
UK and Australia for a consideration of £1.04 million (~$1.9 million AUD) in cash and £0.26 million (~$0.47million AUD) in
Vitalhub shares (150,078 shares in total).
Financial performance information
Revenue
Raw materials and consumables used
Employee benefits expense
Professional services expenses
Other expense
Total expenses
Profit before income tax expense
Income tax expense
Profit after income tax expense
Gain on disposal before income tax
Income tax expense
Gain/(loss) on disposal after income tax expense
Gain after income tax expense from discontinued operations
Details of the disposal
Total sale consideration
Carrying amount of net assets disposed
Consideration from release of Escrow
Disposal costs
Gain on disposal before income tax
Income tax expense
Gain/(loss) on disposal after income tax
Consolidated
2022
$
2021
$
-
-
-
-
-
-
-
-
-
538,863
(10,658)
(217,783)
(90,738)
(9,127)
(328,306)
210,557
-
210,557
36,083
-
82,838
(196,343)
36,083
(113,505)
36,083
97,052
Consolidated
2022
$
2021
$
-
-
36,083
-
2,173,109
(1,239,968)
-
(850,303)
36,083
-
82,838
(196,343)
36,083
(113,505)
The gain on disposal for the period ended 31 December 2022 related to the release of escrowed funds held which was
recognised as a contingent asset in the previous financial year.
40
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 9. Discontinued operations (continued)
Closure of Whakaora Hou Limited operations
During the year ended 31 December 2022, the consolidated entity has closed its operations at Whakaora Hou Limited (WHL).
The financial performance of the discontinued operations of WHL during the year as following:
Financial performance information
Revenue
Professional services expenses
Foreign exchange gains/losses
Depreciation and amortisation
Other expense
Impairment of intangible asset
Impairment of plant and equipment
Total expenses
Loss before income tax expense
Income tax expense
Loss after income tax expense
Gain on disposal before income tax
Income tax expense
Consolidated
2022
$
2021
$
-
(14,131)
18,308
(98,540)
(15,510)
(974,388)
(163,139)
(1,247,400)
-
(53,216)
(3,727)
(112,421)
(37,046)
-
-
(206,410)
(1,247,400)
-
(206,410)
-
(1,247,400)
(206,410)
-
-
-
-
Loss on disposal after income tax expense
(1,247,400)
(206,410)
Loss after income tax expense from discontinued operations
(1,247,400)
(206,410)
41
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 10. Trade and other receivables
Trade receivables, net of expected credit losses
Other receivables
Consolidated
2022
$
2021
$
388,058
9,601
819,452
18,896
397,659
838,348
The ageing of the trade receivables and allowance for expected credit losses provided for above are as follows:
Expected
credit loss
rate
2022
%
Expected
credit loss
rate
2021
%
Carrying
amount
2022
$'000
Carrying
amount
2021
$'000
Allowance
Allowance
for expected
credit losses
2022
$'000
for expected
credit losses
2021
$'000
Not overdue
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
-
-
-
82%
-
-
33.00%
-
32,670
290,336
54,390
61,258
-
493,538
-
243,052
125,099 -
(50,596)
-
-
-
(42,237)
-
438,654
861,689
(50,596)
(42,237)
Note 11. Financial assets at fair value through other comprehensive income
Investment in Vitalhub shares
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening fair value
Additions
Revaluation increments
Revaluation decrements
Disposals
Closing fair value
Consolidated
2022
$
2021
$
-
536,001
536,001
-
-
(106,961)
(429,040)
-
478,910
57,091
-
-
-
536,001
On 14 May 2021, in-part consideration towards the sales of Acute business for GBP 260k (equivalent to $472k), the company
were issued 150,078 shares in Vitalhub Corporation at CAD 2.915 per share. These investment in shares is classified as
level 1 in fair value measurement hierarchy as the Vitalhub Corporation is listed on Toronto Stock Exchange (TSXV: VHI).
At the time of initial recognition, the company has made an irrevocable election for these investments to present subsequent
changes in fair value in other comprehensive income.
During the year ended 31 December 2022, the company disposed all the Vitalhub shares for net proceeds of AUD 429,040.
Refer to note 23 for further information on fair value measurement.
42
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 12. Financial assets at fair value through profit or loss
Investment in Brainworks
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening fair value
Additions
foreign exchange
Closing fair value
Consolidated
2022
$
2021
$
1,414,828
1,368,846
1,368,846
-
45,982
-
1,368,846
-
1,414,828
1,368,846
In 2021 financial year, Jayex Technology Limited executed a binding Head of Agreement ('HoA') for the strategic investment
into Brainworks Foundry Inc. ('Brainworks'), based in Delaware, United States. Brainworks’ Smart Health AI technology
platform is currently undergoing preliminary clinical trials and is designed to allow a patient’s vital signs, incl. heart rate,
respiratory rate, blood oxygenation etc. to be measured simply by pointing the camera of a smartphone at the patient’s face
for 5-30 seconds. The platform can securely store a patient’s health data and deliver test results to key healthcare
professionals and other non-regulated stakeholders. Medio Labs, a brand operating under and owned by Brainworks, is a
new AI-enhanced healthcare service developed by applying Brainworks’ latest discoveries in AI and neuroscience and
molecular sensing. The investment into Brainworks fits with Jayex’s renewed and repositioned business model, and to extend
its SaaS Connect data management capabilities for GP Clinics into more GP/Patient related services such as remote patient
monitoring. Following the HoA, the company has invested $1.36 million in Brainworks to subscribe 1,234,566 Brainworks
shares at an issue price of USD 0.81 for a total consideration of USD 1 million (equivalent to ÄUD 1.36 million). The
investment has been held at fair value with subsequent changes carried through the statement of profit or loss.
In determining the fair value of the investment as at 31 December 2022 the Company engaged an independent valuation
specialist. Based on the valuation, the fair value of the investment as 31 December 2022 approximates its carrying value
above at $1.41m.
Refer to note 23 for further information on fair value measurement.
43
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 13. Plant and equipment
Leasehold improvements - at cost
Less: Impairment
Less: Accumulated depreciation
Plant and equipment - at cost
Less: Impairment
Less: Accumulated depreciation
Motor vehicles - at cost
Less: Accumulated depreciation
Office equipment - at cost
Less: Accumulated depreciation
Furniture and fittings - at cost
Less: Accumulated depreciation
Consolidated
2022
$
2021
$
177,090
(139,522)
(37,568)
-
28,628
(23,617)
(5,011)
-
17,253
(17,253)
-
180,210
-
(13,508)
166,702
26,587
-
-
26,587
54,207
(54,207)
-
245,000
(245,000)
-
258,990
(258,990)
-
89,079
(89,079)
-
93,204
(93,204)
-
-
193,289
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 January 2021
Additions
Depreciation expense
Balance at 31 December 2021
Exchange differences
Impairment of assets*
Depreciation expense
Balance at 31 December 2022
Furniture &
fittings
$
Office
equipment
$
Plant &
equipment
$
Leasehold
improvement
$
Total
$
9,724
-
(9,724)
9,883
-
(9,883)
-
-
-
-
-
-
-
-
-
-
28,851
-
(2,264)
26,587
(107)
(23,617)
(2,863)
136,061
44,149
(13,508)
166,702
(4,670)
(139,522)
(22,510)
184,519
44,149
(35,379)
193,289
(4,777)
(163,139)
(25,373)
-
-
-
*Impairment charge relates to assets of Whakaora Hou Limited, the operations of which are closed during the year ended
31 December 2022. Refer to note 9 for further details.
44
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 14. Intangibles
Goodwill - at cost
Less: Impairment
Product development - at cost
Less: Accumulated amortisation
Less: Impairment
Software platform - at cost
Less: Accumulated amortisation - Software
Less: Impairment
Customer relationships - at cost
Less: Accumulated amortisation - Customer relationships
Less: Impairment
Consolidated
2022
$
2021
(Restated)
$
9,942,846 10,103,930
(6,464,986)
(9,942,846)
3,638,944
-
1,109,426
(135,038)
(974,388)
-
1,069,172
(80,188)
-
988,984
1,460,674
(1,434,943)
(25,731)
-
2,444,810
(2,200,380)
(244,430)
-
1,813,484
(1,739,316)
74,168
2,551,232
(2,076,599)
474,633
-
5,176,729
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 January 2021
Disposals
Additions
Exchange differences
Impairment of assets
Amortisation expense
Balance at 31 December 2021
Additions
Exchange differences
Impairment of assets*
Amortisation expense
Goodwill
$
Patents &
trademarks
$
Software
platform
$
Customer
relationships
$
Development
cost
$
Total
$
5,719,966
(452,000)
-
298,978
(1,928,000)
-
3,638,944
-
(161,083)
(3,477,861)
-
585,800
-
-
-
(585,800)
-
-
-
-
-
-
-
453,281
(289,230)
-
23,271
-
(113,154)
74,168
-
(3,291)
(25,731)
(45,146)
1,503,137
(787,968)
-
73,601
-
(314,137)
474,633
-
(21,048)
(244,430)
(209,155)
974,629
-
94,543
-
-
(80,188)
9,236,813
(1,529,198)
94,543
395,850
(2,513,800)
(507,479)
988,984
48,539
(7,664)
(974,388)
(55,471)
5,176,729
48,539
(193,086)
(4,722,410)
(309,772)
-
-
-
-
Balance at 31 December 2022
-
*
During the year Consolidated entity impaired $ 4,772,410 of its intangible assets of which:
(i)
(ii)
$974,388 relates to the discontinued operations of Whakaora Hou Limited, the operations of which are
closed during the year ended 31 December 2022. Refer to note 9 for further details; and
$3,748,022 of which relates to the continuing operations at company’s UK subsidiary, Jayex Technology
Ltd. It is comprised of impairment of goodwill and customer relationships recognised at the time of the
acquisition of the UK business and software platform developed by the company. The impairment is driven
by losses incurred at the UK business and Group’s assessment that the carrying amount of these asset
exceeds its recoverable amount.
45
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 14. Intangibles (continued)
Goodwill
For the purpose of ongoing annual impairment testing goodwill is allocated to the following cash-generating units, which are
the units expected to benefit from the synergies of the business combinations in which the goodwill arises:
Jayex Technology Limited (United Kingdom)
Methodology
Consolidated
2022
$
2021
$
-
3,638,944
An impairment loss expense in the profit or loss is recognised when the carrying amount of an asset exceeds its recoverable
amount. The Company determined the recoverable amounts of Jayex Technology Limited CGU using a value in use
approach.
The recoverable amounts of the CGU of $(1.8) million has been determined by valuation models that estimated the future
cash flows relying on historical performance and growth, discounted to their present value using a discount rate that reflects
current market assessments of the time value of money and the risks specific to the CGU.
The discounted cash flow model used in the assessment of value in use is sensitive to a number of key assumptions,
including revenue growth rates, discount rates, operating costs and foreign exchange rates. These assumptions can change
over short periods of time and can have a significant impact on the carrying value of the assets.
Impairment testing for CGUs containing goodwill
Goodwill arose in the business combinations for the acquisition of Jayex Technology Limited in 2015. It represented the
excess of the cost of the acquisition over the fair value of the Group’s share of the identifiable net assets acquired and
contingent liabilities assumed at the date of acquisition. Goodwill is allocated to the Group’s cash generating units (CGUs)
identified according to the Group’s operating segments for impairment testing purposes.
In assessing whether an impairment adjustment is required for the carrying value of an asset, its carrying value is compared
with its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value-in-
use.
Value in use and key assumptions
The Company estimates the value-in-use of Jayex Technology Limited CGU using discounted cash flows. For the 2022
reporting period, the recoverable amount of the cash generating units (CGUs) was determined based on value-in-use
calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets
approved by management covering a one-year period. Cash flows beyond the one-year period are extrapolated using the
estimated growth rates and assumptions used in the value in use calculations are stated below:
• Pre-tax discount rate - 16.5%
• Foreign exchange rate - £/$A 0.5625
• Period over which cash flows projected - 5 years
• Growth projections - revenue increase at average rates of 5% per annum, based on past trends
• Expenses increase at average rates of 5% per annum, based on past trends of reducing cost base compared to revenues
• Long term growth rate used to extrapolate cash flow projections beyond forecast period - 5% per annum
Apart from the considerations described in determining the value-in-use of the cash-generating units described above,
management is not currently aware of any other probable changes that would necessitate changes in its key estimates.
46
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 14. Intangibles (continued)
Impairment
The Consolidated entity has performed an impairment assessment based on its cash generating units, which is Jayex
Technology CGU.
As a result of the assessment the Company has recognised an impairment to goodwill asset of $3.47 million in relation to
the Jayex Technology CGU for the year ended 31 December 2022.
Note 15. Trade and other payables
Trade payables
Accrued expenses
Interest payable
GST and VAT payable
Other payables
Refer to note 22 for further information on financial instruments.
Note 16. Borrowings
Derivative liability
Borrowings - current
Convertible notes payable
Consolidated
2022
$
2021
$
447,161
454,158
87,750
196,092
639,276
206,381
406,712
-
154,204
265,762
1,824,437
1,033,059
Consolidated
2022
$
2021
$
-
1,436,825
2,700,000
69,049
409,226
2,128,826
4,136,825
2,607,101
In 2020 financial year, the Company issued 3,000,000 convertible notes each having a face value of $1.00 to Covenant
Holding (WA) Pty Ltd towards the settlement of its $3m borrowings. Convertible notes are unsecured and bears an interest
rate of 6.5% per annum. The Convertible Notes are convertible into Shares in whole or in part at the sole election of the
Noteholder at the Conversion Price at any time on or before the redemption date. Conversion Price will be determined as
the greater of $0.05 and a 20% discount to the volume weighted average price of Shares on the ASX calculated over the 30
days on which trades in Shares were recorded immediately prior to the conversion date. Convertible notes were repayable
on 13 October 2022, being the original redemption date, for the balance of convertible notes not converted into shares as at
that date. In 2021 financial year, the company repaid $300,000 of Convertible Notes. During the year ended 31 December
2022, the redemption date for convertible notes have been extended by 12 months to 13 October 2023.
As of 31 December 2022, there are 2,700,000 convertible notes outstanding with the carrying value of $2.7 million payable
on 13 October 2023, if not converted into shares as at that date.
The convertibles notes contained an embedded derivative representing the option to convert the convertible notes into equity
shares. At the inception date on 13 October 2020, this derivative liability was fair valued at $1,386,000. As of 31 December
2022, the derivative liability was fair valued at $nil (31 December 2021: $69,049) due to a change in the date of the proposed
settlement of convertible notes with Company's Share Options in lieu of cash payment. The change in the fair value is
recognised in the statement of profit and loss.
Subsequent to the year end, shareholders at its General Meeting on 7 March 2023 approved the issuance of 207,692,307
Options to Covenant Holding (WA) Pty Ltd towards the repayments of $2.7 million convertible notes.
Refer to note 19 for the information on borrowings.
47
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 17. Provisions
Provision for warranties
Provision for credit notes
Consolidated
2022
$
2021
$
212,571
23,773
147,228
67,818
236,344
215,046
Warranties
The provision represents the estimated warranty claims in respect of products sold which are still under warranty at the
reporting date. The provision is estimated based on historical warranty claim information, sales levels and any recent trends
that may suggest future claims could differ from historical amounts.
Credit notes
The provision represents the estimated credit notes which may be granted in future periods in respect of products sold prior
to the reporting date. The provision is estimated based on historical credit note information, sales levels and any recent
trends that may suggest future issues of credit notes could differ from historical amounts.
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
Consolidated - 2022
Carrying amount at the start of the year
Additional provisions recognised
Reduction in provision required
Carrying amount at the end of the year
Note 18. Contract liabilities
Contract liabilities consist of the following:
Warranties Credit notes
$
$
147,228
65,343
-
67,818
-
(44,045)
212,571
23,773
Consolidated
2022
$
2021
$
Contract liabilities - Deferred service income
1,099,514
1,615,450
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening balance
Payment in advance
Transfer to Revenue - included in the opening balance
Transfer to Revenue - revenue originated during the year
Closing balance
1,615,450
2,829,110
(1,592,158)
(1,752,888)
1,436,773
1,929,677
(1,247,528)
(503,472)
1,099,514
1,615,450
Contract liabilities represents sales invoiced in advance for the provision of contracted services.
48
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 19. Borrowings
Borrowings - non-current
Refer to note 22 for further information on financial instruments.
Consolidated
2022
$
2021
$
1,208,889
2,454,826
The current borrowings in note 16 and non- current borrowing above, totalling to $2,645,714 comprises of:
(i)
(ii)
(iii)
$1,010,159 of current loans that have been advanced to the consolidated entity by a related party. Refer note 27 for
further information.
$746,666 loan payable to National Westminster Bank, United Kingdom with an interest rate of 2.05% per annum. GBP
600k loan originally taken is repayable by June 2026 with repayment started from July 2021. As at 31 December 2022,
current and non-current portions of loan are at GBP 120k (equivalent to $213,333) and GBP300k (equivalent to
$533,333) respectively.
$888,889 loan payable to National Westminster Bank, United Kingdom with an interest rate of 2.05% per annum. GBP
600k loan originally taken is repayable by February 2027 with repayment starting from March 2022. As at 31 December
2022, current and non-current portions of loan are at GBP 120k (equivalent to $213,333) and GBP500k (equivalent to
$675,556) respectively.
Note 20. Issued capital
Consolidated
2022
Shares
2021
Shares
2022
$
2021
$
Ordinary shares - fully paid
249,228,539 249,228,539 28,112,494 28,112,494
Movements in ordinary share capital
Details
Balance
Placement of shares
Rights issue
Capital raising costs
Balance
Balance
Date
No of shares Issue price
$
1 January 2021
4 June 2021
22 September 2021
201,363,024
19,090,755
28,774,760
-
26,861,089
572,724
719,368
(40,687)
$0.03
$0.03
$0.00
31 December 2021
249,228,539
28,112,494
31 December 2022
249,228,539
28,112,494
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
49
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 20. Issued capital (continued)
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that
it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to
reduce the cost of capital. No external requirements have been imposed on the consolidated entity in regards to capital
management.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
No changes to what is regarded as capital nor how it is managed have occurred during the financial year
Note 21. Reserves
Financial asset reserve
Foreign currency reserve
Share-based payments reserve
Consolidated
2022
$
2021
(Restated)
$
-
(1,879,024)
12,187
57,091
(1,724,097)
12,187
(1,866,837)
(1,654,819)
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their
remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 January 2021
Foreign currency translation
Shared-based payments
Movement in the value of investments
Balance at 31 December 2021
Foreign currency translation
Movement in the value of investments
Disposal of financial assets
Foreign
currency
reserve
$
Share-based
payments
reserve
$
Financial
asset
reserve
$
Total
$
(2,128,205)
404,108
-
-
(1,724,097)
(154,927)
-
-
-
-
12,187
-
12,187
-
-
-
-
-
-
57,091
(2,128,205)
404,108
12,187
57,091
57,091
-
(106,961)
49,870
(1,654,819)
(154,927)
(106,961)
49,870
Balance at 31 December 2022
(1,879,024)
12,187
-
(1,866,837)
Financial asset reserve relates to revaluation movement in the financial assets at fair value through other comprehensive
income in note 11.
50
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 22. Financial instruments
Financial risk management objectives
The entity’s principal financial instruments comprise cash and cash equivalents, trade and other receivables, investments,
trade and other payables and borrowings. The main purpose of these financial instruments is to finance the entity’s
operations. The entity has various other financial assets and liabilities such as receivables and trade payables, which arise
directly from its operations. It is, and has been throughout the entire period, the entity’s policy that no trading in financial
instruments shall be undertaken.
There are no major risks arising from the entity’s financial instruments, as no significant term deposits/cash investments are
maintained. Minor risks are summarised below. The Board reviews and agrees policies for managing each of these risks.
Market risk
Foreign currency risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency
risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and
cash flow forecasting.
This exposure could have a material effect on the results of the consolidated entity in the long term, in particular the exchange
differences arising from the translation of the consolidated entity's net investment in Jayex Technology Limited (JUK), and
its future revenue and expense streams.
The average exchange rates and reporting date exchange rates applied were as follows:
Australian dollars
Pound sterling (GBP)
New Zealand dollar (NZD)
United States dollar (USD)
Canadian dollar (CAD)
Average
exchange
rate
2022
Average
exchange
rates
2021
Reporting
date
exchange
rate
2022
Acquisition
date
exchange
rate
2021
0.5626
1.0937
0.6947
0.9029
0.5461
1.0619
0.9418
0.7514
0.5625
1.0711
0.6775
0.9123
0.5376
1.0628
0.9245
0.7256
As noted above, foreign currency risk arises when future commercial transactions and recognised financial assets and
liabilities are denominated in a currency that is not the entity's functional currency.
51
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 22. Financial instruments (continued)
The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the
reporting date were as follows:
Consolidated
Pound Sterling
New Zealand dollars
Canadian dollars*
United States dollars**
Assets
Liabilities
2022
$
2021
$
2022
$
2021
$
658,181
27,812
-
1,414,828
1,649,673
55,628
536,001
1,368,846
4,269,803
788,517
-
-
5,084,924
675,390
-
-
2,100,821
3,610,148
5,058,320
5,760,314
*
**
This relates to investment in the shares of Vitalhub Corporation listed on Toronto Stock Exchange (TSXV: VHI) in
Canadian dollars. The investment is fully disposed during the year ended 31 December 2022.
This relates to investment in the shares of Brainworks Foundry Inc. based United States of America. The shares were
issued with share price in United States dollars (Refer to note 12 for further details).
The consolidated entity has exposure to fluctuations between the UK Pound Sterling, the New Zealand dollars, the United
States dollar, the Canadian dollar and the Australian dollars. If the Australian dollar weakened /strengthened against the UK
Pound Sterling, by 1% it would increase/decrease the net asset position of the consolidated entity by approximately
$3,300/$3,300 respectively (31 December 2021: $20,000/$20,000 respectively). If the Australian dollar weakened
/strengthened against the New Zealand dollar by 1% it would increase/decrease the net asset position of the consolidated
entity by approximately $3,300/$3,300 respectively (31 December 2021: $6,000/$6,000 respectively). If the Australian dollar
weakened /strengthened against the United States dollar by 1% it would increase/decrease the net asset position of the
consolidated entity by approximately $14,000/$14,000 respectively (31 December 2021: $14,000/$13,000 respectively). If
the Australian dollar weakened /strengthened against the Canadian dollar by 1% it would increase/decrease the net asset
position of the consolidated entity by nil (31 December 2021: $5,400/$5,300 respectively).
Price risk
The consolidated entity is not exposed to any significant price risk.
Interest rate risk
The consolidated entity is not exposed to any significant interest rate risk.
As at reporting date the consolidated entity has cash at bank of $239,379 and borrowings of $5,345,714 Cash at bank as at
reporting date is held in a number of bank accounts, operated by the consolidated entity's parent entity and its subsidiaries
and its head office function. Interest on bank accounts is insignificant. The interest rates on borrowings are at fixed rates of
6.5 percent per annum on the face value of the convertible notes of $2,700,000 and 2.05 percent per annum on a loan of
$1,635,556 (equivalent to GBP920,000). Any feasible change in market rates is not expected to have a material impact on
the financial results of the consolidated entity. Refer to note 16 for further information on convertible notes.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
consolidated entity. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying
amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to
the financial statements. The consolidated entity does not hold any collateral.
The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade
receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are
considered representative across all customers of the consolidated entity based on recent sales experience, historical
collection rates and forward-looking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
52
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 22. Financial instruments (continued)
The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and
setting appropriate credit limits. The maximum exposure to credit risk at the reporting date to recognised financial assets is
the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position
and notes to the financial statements. The consolidated entity does not hold any collateral.
The consolidated entity continuously monitors defaults of customers and other counterparties, identified either individually or
by group and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit
ratings and/or reports on customers and other counterparties are obtained and used. The Group’s policy is to deal only with
creditworthy counterparties.
Other than trade receivables, the consolidated entity's main counterparties are major, reputable banks and government sales
tax authorities. The consolidated entity is satisfied that the risk of default on the part of these counterparties is low.
The consolidated entity’s management considers that all of the financial assets referred to above that are not impaired or
past due at the reporting date are of good credit quality.
Liquidity risk
The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by
continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Consolidated - 2022
Non-derivatives
Non-interest bearing
Trade and other payables
Accruals
Borrowings
Lease liabilities
Interest-bearing
Borrowings
Convertible notes
Total non-derivatives
Weighted
average
interest rate
%
1 year or
less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5
years
$
-
-
-
-
1,370,279
454,158
1,010,159
51,764
-
-
-
3,462
2.05%
6.50%
426,667
2,700,000
6,013,027
1,208,889
-
1,212,351
-
-
-
-
-
-
-
Remaining
contractual
maturities
$
-
-
-
-
-
-
-
1,370,279
454,158
1,010,159
55,226
1,635,556
2,700,000
7,225,378
53
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 22. Financial instruments (continued)
Consolidated - 2021
Non-derivatives
Non-interest bearing
Trade and other payables
Accruals
Borrowings
Lease liabilities
Interest-bearing
Borrowings
Convertible notes
Total non-derivatives
Derivatives
Derivative liability
Total derivatives
Weighted
average
interest rate
%
1 year or
less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5
years
$
-
-
-
-
626,343
406,709
-
149,823
-
-
743,517
112,980
2.05%
6.50%
409,226
2,128,826
3,720,927
1,711,309
-
2,567,806
-
69,049
69,049
-
-
-
-
-
-
-
-
-
-
-
Remaining
contractual
maturities
$
-
-
-
-
-
-
-
-
-
626,343
406,709
743,517
262,803
2,120,535
2,128,826
6,288,733
69,049
69,049
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Note 23. Fair value measurement
Fair value hierarchy
The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three
level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly
Level 3: Unobservable inputs for the asset or liability
Consolidated - 2022
Assets
Investment in Brainworks
Total assets
Liabilities
Derivative liability*
Total liabilities
Level 1
$
Level 2
$
Level 3
$
Total
$
-
-
-
-
-
-
-
-
1,414,828
1,414,828
1,414,828
1,414,828
-
-
-
-
*
As of 31 December 2022, the derivative liability was fair valued at $nil (31 December 2021: $69,049) due to a proposed
settlement of convertible notes with Company's Share Options in lieu of cash payment. Refer to note 16 for further
details
54
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 23. Fair value measurement (continued)
Consolidated - 2021
Assets
Investment in Vitalhub shares
Investment in Brainworks
Total assets
Liabilities
Derivative liability
Total liabilities
Level 1
$
Level 2
$
Level 3
$
Total
$
536,001
-
536,001
-
-
-
-
-
-
-
-
1,368,846
1,368,846
536,001
1,368,846
1,904,847
69,049
69,049
69,049
69,049
There were no transfers between levels during the financial year.
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Consolidated
Balance at 1 January 2021
Additions
Balance at 31 December 2021
Transfers into level 3
Transfers out level 3
Gains recognised in profit or loss
Disposals
Foreign exchange gains
Balance at 31 December 2022
Investment in
Brainworks
$
Total
$
-
1,368,846
-
1,368,846
1,368,846
-
-
-
-
45,982
1,368,846
-
-
-
-
45,982
1,414,828
1,414,828
The level 3 financial assets unobservable inputs and sensitivity are as follows:
Description
Unobservable inputs
Valuation
methodology
Sensitivity
Unlisted shares
Acquisition cost
A 10% increase/decrease in shares would
increase/decrease the net asset position of the
consolidated entity by approximately $142k
respectively.
Retention at acquisition
cost where the
investment was within
six months of the
valuation date. The
Company assessed
that there has been no
material change in the
prospects of the
investee
Refer to note 16 for unobservable inputs and sensitivity on derivative liability.
55
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 24. Key management personnel disclosures
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the consolidated entity
is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
Note 25. Remuneration of auditors
Consolidated
2022
$
2021
$
637,033
2,348
-
555,959
28,663
7,160
639,381
591,782
During the financial period the following fees were paid or payable for services provided by the auditor of the Company, and
its network firms:
Audit services
Audit or review of the financial statements
Other services
Preparation of the tax return
Audit services - network firms
Audit or review of the financial statements
Note 26. Contingent assets
Consolidated
2022
$
2021
$
91,500
58,500
-
2,500
91,500
61,000
21,329
53,562
On 17 May 2021, the Group sold its on-premises Acute hospital queue management business to Canadian based medical
technology company Vitalhub Inc. £428k (equivalent to $788k) of consideration receivable, which was equivalent to the
recurring annual revenue attributable to such Customer Contracts multiplied by 3.1 which was invoiced but unsettled at the
point-of-Sale completion, was held in escrow and was contingent upon a future event taking place (the receipt of cash from
customers). On proof of settlement these Escrow held recurring revenue amounts was released on request. Out of the
balance of the contingent asset of £32k as of end of previous financial year, the company received £19k (equivalent to $36k)
during the half-year ended 30 June 2022 which is recognised as other income from discontinued operations (refer to note 9
for information). The company is no longer eligible to received the balance of £13k and there is nil balance of contingent
consideration as of 31 December 2022.
56
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 27. Related party transactions
Parent entity
Jayex Technology Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 29.
Key management personnel
Disclosures relating to key management personnel are set out in note 24 and the remuneration report included in the
Directors' report.
Transactions with related parties
The following transactions occurred with related parties. All transactions were carried out on arm's length terms on a basis
which is no more or less favourable than if the transactions had occurred with non-related entities except for the interest free
loans disclosed in the Terms and Condition section below.
Consolidated
2022
$
2021
$
Interest on convertible Notes issued to Covenant Holdings (WA) Pty Ltd (an entity related to
Non-Executive Chair Michael Boyd)
175,260
183,172
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
2022
$
2021
$
Current payables:
Accrued interest payable on convertible Notes issued to Covenant Holdings (WA) Pty Ltd
(an entity related to Non-Executive Chair Michael Boyd)
87,750
-
The payables due to related parties were payable on demand and did not bear interest.
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Current borrowings:
Convertible Notes issued to Covenant Holdings (WA) Pty Ltd (an entity related to Non-
Executive Chair Michael Boyd)
Loans from Covenant Holdings (WA) Pty Ltd (an entity related to Non-Executive Chair
Michael Boyd) (i),(ii)
Loan from Michael Boyd, Non-Executive Chair (iii)
Loan from Michael Boyd, Non-Executive Chair(iv)
Non-current borrowings:
Loans from Covenant Holdings (WA) Pty Ltd (an entity related to Non-Executive Chair
Michael Boyd) (i),(ii)
Loan from Michael Boyd, Non-Executive Chair (iii)
57
Consolidated
2022
$
2021
$
2,700,000
2,128,826
555,000
188,517
266,642
3,710,159
-
-
-
2,128,826
-
-
-
555,000
188,517
743,517
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 27. Related party transactions (continued)
Terms and conditions
Loans
The terms of the loans made by the related parties to companies within the consolidated entity are as follows:
(i)
(ii)
Loan from Covenant Holdings (WA) Pty Ltd to P2U Pty Ltd: Balance as at 31 December 2022 and 31 December 2021
- $55,000; loan is interest free, unsecured and is repayable on 1 April 2023.
Loan from Covenant Holdings (WA) Pty Ltd to Whakaora Hou Limited: Balance as at 31 December 2022: $500,000
(31 December 2021: 500,000); loan is interest free, unsecured and is repayable on 1 April 2023.
(iii)
Loan from Michael Boyd, Non-Executive Chair to Whakaora Hou Limited: Balance as at 31 December 2022: $188,517
(31 December 2021: $188,517) This is an interest free unsecured loan and is repayable on 1 April 2023.
(iv)
Loan from Michael Boyd, Non-Executive Chair to Jayex Technology Limited: Balance as at 31 December 2022:
$266,642 (31 December 2021: nil) This is an interest free unsecured loan and is repayable on 30 June 2023.
Convertible notes
Convertible Notes are unsecured and issued on 13 October 2020 at an interest rate of 6.5% per annum. These are repayable
on 13 October 2022 for balance not converted into shares. Refer to note 16 for further information on convertible notes.
Subsequent to the year end, shareholders at its General Meeting on 7 March 2023 approved the issuance of 207,692,307
Options towards the repayments of $2.7 million convertible notes and 42,307,693 Options towards the repayment of
$555,000 loans, to Covenant Holding (WA) Pty Ltd.
Note 28. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive loss
Parent
2022
$
2021
$
(1,362,052)
(535,245)
(1,362,052)
(535,245)
58
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 28. Parent entity information (continued)
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Financial asset reserve
Share-based payments reserve
Accumulated losses
Total equity
Parent
2022
$
2021
$
28,852
18,740
10,615,453 11,108,926
6,642,521
5,666,985
6,642,521
5,666,985
28,112,494 28,112,494
57,091
-
12,187
12,187
(22,739,831)
(24,151,749)
3,972,932
5,441,941
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 31 December 2022 or 31 December
2021.
Contingent liabilities
With the exception of any matter referred to note 34 Contingent liabilities, the parent entity had no contingent liabilities as at
31 December 2022 or 31 December 2021.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 31 December 2022 or 31 December
2021.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except
for the following:
●
●
investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
dividends received from subsidiaries are recognised as other income by the parent entity.
59
Jayex Technology Limited
Notes to the consolidated financial statements
3 1 December 2022
Note 30. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Name
Jayex Technology Limited
P2U Pty Ltd
Jayex Australia Pty Ltd
Express RX Pty Ltd
Appointuit Pty Ltd
Jayex New Zealand Limited
Whakaora Hou Limited
Principal place of business /
Country of incorporation
United Kingdom
Australia
Australia
Australia
Australia
New Zealand
New Zealand
Ownership interest
2021
2022
%
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Note 30. Events after the reporting period
Following material events have occurred subsequent to the year end:
(i) As announced on ASX on 31 January 2023, the company has signed a binding Term Sheet Agreement with Shine
Clinical Ltd under which, subject to completion of due diligence processes and completion of formal documentation, the
companies will operate a business via a joint venture arrangement that will provide services to:
UK NHS customers in managing disease prevalence, ensuring patients get access to the appropriate treatments for
their conditions.
Enable UK pharmaceutical and medical device industry customers to achieve their market access strategies.
Jayex and Shine have agreed to bring their respective GP data analytical and revenue optimisation businesses together
through the joint venture arrangement to realise the immediate synergy benefits from their complimentary and merged
data analytical software programs and to develop new IP to increase the automation of the analytical processes. All IP
developed by the joint venture business utilising Jayex’s existing technology will be owned by Jayex. The joint venture
will leverage the Jayex customer base and data integration capabilities along with Shine’s healthcare data analytics
intellectual property, to deliver services that are highly competitive and rapidly scalable. The joint venture will have
sufficient operational capacity and financial standing to be able to credibly compete for and deliver large industry
contracts.
The joint venture is structured with Shine issuing Jayex with ordinary shares so that Jayex is the holder 30% of the
issued capital of Shine. The total consideration payable by Jayex, which is payable over nine milestones, for the Shine
shares comprises cash of approximately A$133,000 and approximately 24.3 million shares in Jayex. Both components
of the consideration (i.e. the cash and shares in Jayex), are subject to the successful satisfaction of a number of
performance milestones by the joint venture business (which is to be operated by Shine). All milestones are required to
be completed by 31 December 2023. Each milestone has both a minimum revenue target and gross margin target to
ensure profitable contracts. As part of the joint venture, Jayex has agreed to exclusively source its clinical services from
Shine for Jayex’s business and the joint venture business. Shine has agreed to exclusively source its technical services
and support from Jayex for Shine’s business and the joint venture business.
(ii) On 2 March 2023, the company raised additional capital of $320,500 through placement of 32,050,000 shares to
sophisticated and professional investors.
(iii) Shareholders at its General Meeting on 7 March 2023 approved the issuance of 207,692,307 Options towards the
repayments of $2.7 million convertible notes and 42,307,693 Options towards the repayment of $555,000 loans, to
Covenant Holding (WA) Pty Ltd. The transaction-based comparison table below sets out the impact of the above
transaction on the consolidated entity as of 31 December 2022:
60
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 29. Interests in subsidiaries (continued)
Consolidated
balance
sheet as at
31 December
2022
Transaction
Post
transaction –
Pro forma
Percentage
increase/
decrease
following the
Transactions
795,425
1,504,654
2,300,079
-
-
-
795,425
1,504,654
2,300,079
%
-
-
-
7,416,105
1,214,077
8,630,182
(3,255,000)
-
(3,255,000)
4,161,105
1,214,077
5,375,182
(44%)
-
(38%)
(6,330,103)
3,255,000
(3,075,103)
(51%)
28,112,494
(1,866,837)
(32,575,760)
(6,330,103)
-
3,255,000
-
3,255,000
28,112,494
1,388,163
(32,575,760)
(3,075,103)
-
(174%)
-
(51%)
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net Liabilities
Equity
Issued capital
Reserves
Accumulated losses
No other matter or circumstance has arisen since 31 December 2022 that has significantly affected, or may significantly
affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
61
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 31. Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax (expense)/benefit for the year
(7,245,838)
(3,924,342)
Consolidated
2022
$
2021
$
Adjustments for:
Depreciation and amortisation
Net loss on disposal of property, plant and equipment
Share-based payments
Non-cash interest expense
Fair value remeasurement of derivative financial instrument
Loss on disposal of Acute business
Impairment of assets
Change in operating assets and liabilities:
Decrease in trade and other receivables
Decrease in inventories
Decrease in prepayments
Increase/(decrease) in trade and other payables
Decrease in deferred tax liabilities
Increase/(decrease) in employee benefits
Increase in other provisions
Increase/(decrease) in deferred revenue
Net cash used in operating activities
Note 32. Earnings per share
Earnings per share for loss from continuing operations
Loss after income tax attributable to the owners of Jayex Technology Limited
472,283
-
-
730,261
(69,049)
-
4,885,549
702,313
53,310
12,187
616,604
(1,037,832)
(82,828)
2,513,800
393,340
107,290
35,665
395,058
(59,744)
(46,744)
61,497
(515,938)
445,282
94,399
7,287
(636,385)
(213,620)
5,787
8,630
178,719
(856,370)
(1,256,689)
Consolidated
2022
$
2021
$
(6,034,521)
(3,814,984)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
249,228,539 220,230,242
Weighted average number of ordinary shares used in calculating diluted earnings per share 249,228,539 220,230,242
Basic earnings per share
Diluted earnings per share
Cents
Cents
(2.42)
(2.42)
(1.73)
(1.73)
Consolidated
2022
$
2021
$
Earnings per share for loss from discontinued operations
Loss after income tax attributable to the owners of Jayex Technology Limited
(1,211,317)
(109,358)
62
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 32. Earnings per share (continued)
Weighted average number of ordinary shares used in calculating basic earnings per share
249,228,539 220,230,242
Weighted average number of ordinary shares used in calculating diluted earnings per share 249,228,539 220,230,242
Number
Number
Basic earnings per share
Diluted earnings per share
Earnings per share for loss
Loss after income tax attributable to the owners of Jayex Technology Limited
Cents
Cents
(0.49)
(0.49)
(0.05)
(0.05)
Consolidated
2022
$
2021
$
(7,245,838)
(3,924,342)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
249,228,539 220,230,242
Weighted average number of ordinary shares used in calculating diluted earnings per share 249,228,539 220,230,242
Basic earnings per share
Diluted earnings per share
Cents
Cents
(2.91)
(2.91)
(1.78)
(1.78)
Number of contingent shares not included in the diluted earnings per share calculation as they are anti-dilutive: 500,000
(2021: 500,000).
Note 33. Share-based payments
(a) Share-based compensation
During the year no ordinary shares were issued to directors and employees as part of compensation.
(b) Employee options
A share option plan (Plan) has been established by the consolidated entity and approved by shareholders at a general
meeting, whereby the consolidated entity may, at the discretion of the Nomination and Remuneration Committee, grant
options over ordinary shares in the Company to certain employees of the consolidated entity. In accordance with the Plan
options were issued in 2016 for nil consideration and were granted in accordance with performance guidelines established
by the Nomination and Remuneration Committee. As the instruments issued in 2016 have a nil exercise price, they represent
performance rights; these are referred to as "options" in these financial statements and the accompanying directors' report.
63
Jayex Technology Limited
Notes to the consolidated financial statements
31 December 2022
Note 33. Share-based payments (continued)
Set out below are summaries of options granted under the plan:
Weighted
average
exercise
price
2022
Number of
options
2022
Weighted
average
exercise
price
2021
Number of
options
2021
Outstanding at the beginning of the financial year
Granted
Forfeited
Expired
500,000
-
-
-
$0.05
$0.00
$0.00
$0.00
-
750,000
(250,000)
-
$0.00
$0.05
$0.05
$0.00
Outstanding at the end of the financial year
500,000
$0.05
500,000
$0.05
2022
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Expired/
forfeited/
other
Exercised
30/03/2021
04/05/2021
29/03/2024
03/05/2024
$0.05
$0.05
250,000
250,000
500,000
-
-
-
-
-
-
Balance at
the end of
the year
-
-
-
250,000
250,000
500,000
2021
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Expired/
forfeited/
other
Exercised
Balance at
the end of
the year
30/03/2021
04/05/2021
04/05/2021
29/03/2024
03/05/2024
03/05/2024
$0.05
$0.05
$0.05
-
-
-
-
250,000
250,000
250,000
750,000
-
-
-
-
-
-
(250,000)
(250,000)
250,000
250,000
-
500,000
Weighted average exercise price
$0.00
$0.05
$0.00
$0.05
$0.05
500,000 options are exercisable as at 31 December 2022 (31 December 2021: 500,000).
Note 34. Contingent liabilities
The Group had no material contingent liabilities as at the date of this report (2021:nil).
64
Jayex Technology Limited
Directors' declaration
31 December 2022
In the Directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at
31 December 2022 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Michael Boyd
Chairman
30 March 2023
Melbourne
65
Jayex Technology Limited
INDEPENDENT AUDITOR’S REPORT TO MEMBERS
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Jayex Technology Limited (the Company and its subsidiaries (the
Group)), which comprises the consolidated statement of financial position as at 31 December 2022, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies and other explanatory
information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group, is in accordance with the Corporations Act
2001, including:
i. giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its
financial performance for the year ended on that date; and
ii. complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 to the financial report, which describes that for the year ended 31 December
2022 the Group incurred a loss of $7,245,838 and net cash outflows from operating activities of $856,370.
The Group also had a net current liability position of $6,620,680 at year end. These conditions, along with
other matters set out in Note 2, indicate that a material uncertainty exists that may cast significant doubt on
the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Level 20, 181 William Street, Melbourne VIC 3000
+61 3 9824 8555
vic.info@williambuck.com
williambuck.com.au
William Buck is an association of firms, each trading under the name of William Buck
across Australia and New Zealand with affiliated offices worldwide.
Liability limited by a scheme approved under Professional Standards Legislation.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going
Concern section, we have determined the matters described below to be the key audit matters to be
communicated in our report.
Impairment of intangible assets
Area of focus
Refer also to notes 2 and 14
In accordance with AASB 136 Impairment of Assets
the Group is required to, at least annually, perform an
impairment assessment of goodwill, intangible assets
that have an indefinite useful life or are not yet ready
for use. For intangible assets with a definite useful
life an assessment is required to be performed at
least annually as to whether an impairment indicator
exists.
All intangible assets including goodwill have been
allocated to the Group’s single cash generating unit
(“CGU”).
The Group has determined that an impairment
indicator exists for the definite life intangible assets in
addition to the periodical testing of indefinite life
intangible assets. As a result the Group assessed
the recoverable amount of the underlying CGU which
was supported by a value in use model.
As a result of this exercise, an impairment charge of
$4,722,410 was recorded which decreased the
carrying value of goodwill and other intangible assets
to $nil as at 31 December 2022.
Due to the significance of the impairment over the
carrying value of intangible assets and the judgement
involved, we consider this to be a key audit matter.
How our audit addressed it
Our audit procedures included:
⎯ Considering and assessing
management’s determination of its cash
generating units (‘CGU’);
⎯ Reviewing the movement in the value of
goodwill and other intangible assets
through the profit and loss including
impairment and amortisation expenses;
A detailed evaluation of the Group’s
budgeting procedures upon which the
forecast is based and testing the
principles and integrity of the value-in
use model; and
⎯ Testing the accuracy of the calculation
derived from the forecast model and
assessing key inputs to the calculations
such as revenue growth, terminal
growth, gross margins, and working
capital assumptions and the discount
rate.
We also considered the adequacy of the Group’s
disclosures in the notes to the financial report.
Discontinued operations
Area of focus
Refer also to notes 2 and 9
During the year, the Whakaora Hou Limited (“WHL”)
business was wound down as a result of a
reorganisation.
This event is significant to our audit because the
assessment of the classification as a discontinued
operation is complex and involves a certain level of
management judgement including determining the
date of classification of the WHL business as held for
sale and the presentation of its results separately as
discontinued operations. As such this has been
included as a key audit matter.
How our audit addressed it
Our audit procedures included:
⎯ Determining that the WHL business met
the definition of a discontinued operation
as defined under AASB 5 Non-current
Assets Held for Sale and Discontinued
Operations; and
⎯ Evaluating the balances as at date of
winding down and ensuring that the
financial performance to that date has
been accurately and completely
recorded.
Under AASB 5 Non-current Assets Held for Sale and
Discontinued Operations the business is measured at
the lower of the carrying amount and its fair value
less cost to sell.
We also ensured that these matters were
completely and accurately disclosed in the
financial statements.
Financial Assets through Profit & Loss
Area of focus
Refer also to notes 2 and 12
As at 31 December 2022, the Group held $1,414,828
of Standard Preferred Stock in Medio Labs, which is
an unlisted company registered in Delaware, United
States.
The directors commissioned an external expert to
appraise the fair value of the asset at reporting date.
The expert concluded that the historical carrying
value of the investment was appropriate and within
the range calculated by them. This investment is
classified as a level 3 financial asset in the fair value
hierarchy, carried at fair value with changes
recorded in the profit or loss.
This is a key audit matter due to complexities around
the accounting treatment for the initial classification
and subsequent valuations of the investments. There
are significant judgements involved in the valuation of
level 3 investments in accordance with AASB 9
Financial Instruments and there is a risk that they
have not been valued appropriately.
How our audit addressed it
Our audit procedures included;
⎯ Agreeing the stock holding to a
confirmation of the share register of
Brainworks Foundry Inc;
⎯ Assessing the work, independence and
skill of the external expert in calculating
the value of the asset, including the
appropriateness of the model employed
in the calculation and the inputs and
assumptions used;
⎯ Ensuring the movement in the fair value
of the asset appropriately booked to the
profit or loss;
⎯ Assessing the classification of the asset
as Level 3 in the fair value hierarchy;
and
⎯ Assessing available information which
may impact the value of the unlisted
securities.
We also ensured that these matters were
completely and accurately disclosed in the
financial statements.
How our audit addressed it
Our audit procedures included;
⎯ Understanding the terms of the
convertible note agreement, including an
assessment of the variable conversion
clause as meeting the definition of an
embedded derivative under accounting
standards;
⎯ Assessing the reasonableness of the
inputs and assumptions used in
calculating the value of the embedded
derivative;
⎯ Ensuring the movement in the fair value
of the embedded derivative
appropriately booked to the profit or
loss; and
⎯ Ensuring that the interest charge was
appropriate in accreting value to the
underlying host contract as at matures.
We also ensured that these matters were
completely and accurately disclosed in the
financial statements, including the directors’
assertion in the related parties note disclosure
that the note is at arms-length terms.
Convertible Notes
Area of focus
Refer also to notes 2 and 16
The Group has issued convertible notes to a major
shareholder and related party, Covenant Holdings
(WA) Pty Ltd.
The convertible notes have a variable equity
conversion clause, which on conversion will entitle
the noteholder to acquire shares at a discount of 20%
to the 30-day volume weighted average traded price
of the Company’s shares, subject to a price floor of 5
cents per share.
As this conversion clause is variable in nature, it is
considered to be a financial derivative contract and
from initial recognition it is separately fair valued on
the statement of financial position, and then
subsequently fair valued through the profit or loss at
each reporting date.
In addition to the above, at each reporting date the
Group journals an interest accrual to unwind the
discount of the underlying host contract from its initial
recognition through to its face value at the maturity of
the notes.
The directors have represented that the convertible
notes, both in the related party transactions note and
in the Remuneration Report are at arms-length
terms.
This is a key audit matter as accounting for
convertible notes is complex and involves a certain
level of management judgement.
Other Information
The directors are responsible for the other information. The other information comprises the information in
the Group’s annual report for the year ended 31 December 2022, but does not include the financial report
and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of these financial statements is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our independent auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report of the directors’ report for the year ended 31 December 2022.
In our opinion, the Remuneration Report of Jayex Technology Limited, for the year ended 31 December
2022, 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.
Yours Faithfully
William Buck Audit (Vic) Pty Ltd
ABN: 59 116 151 136
A. A. Finnis
Director
Melbourne, 30 March 2023
Jayex Technology Limited
Shareholder information
31 December 2022
The shareholder information set out below was applicable as at 28 March 2023.
Corporate governance
Refer to the Company's Corporate Governance statement at: http://jayexhealthcare.com.au/investor/corporate-governence/.
There is no current on-market buy-back.
Distribution of equity securities
Analysis of number of equity security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
Number of
unquoted
Share
Options
Number of
holders of
ordinary
shares
-
-
-
-
2
2
-
28
31
80
219
170
528
284
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
COVENANT HOLDINGS(WA)PTY LTD
VECTOR LONDON LTD
MARY KATHLEEN SIMCOX
TURBINE CAPITAL LIMITED
DONOVAN PRODUCTS PTY LTD
BODIE INVESTMENTS PTY LTD
DONOVAN PRODUCTS PTY LTD
MR DEAN HENRY CLEARY
COVENANT HOLDINGS (WA) PTY LTD
MR JOEL DAVID WEBB
MR JEREMY RUBEN & MRS VANESSA RUBEN
RHYD-Y-FELIN PTY LTD
MRS VANESSA FAYE CONNOR
CITICORP NOMINEES PTY LIMITED
MR DAVID ARITI
MS PHAROTH SAN & MR KADEN SAN
AMG CORPORATE PTY LTD
MR JIANJUN ZHOU
MR YULIANG FAN
MS CHUNYAN NIU
SUPER MSJ PTY LTD
INTERNATIONAL BUSINESS NETWORK (SERVICES) PTY LTD
MR CHRISTOPHER JOHN KETTLE
Ordinary shares
Number held
103,883,880
19,003,378
17,500,000
8,800,000
5,025,000
5,000,000
4,754,693
4,140,000
4,000,000
3,754,311
3,008,067
3,000,000
2,970,819
2,856,663
2,839,777
2,835,172
2,549,000
2,225,000
2,000,000
2,000,000
2,000,000
2,000,000
1,913,368
% of total
shares
issued
36.93%
6.76%
6.22%
3.13%
1.79%
1.78%
1.69%
1.47%
1.42%
1.33%
1.07%
1.07%
1.06%
1.02%
1.01%
1.01%
0.91%
0.79%
0.71%
0.71%
0.71%
0.71%
0.68%
72
208,059,128
73.97%
Jayex Technology Limited
Shareholder information
31 December 2022
Unquoted equity securities
Employee options with an exercise price of $0.05 expiring 7 June 2024
Options with an exercise price of $0.015 expiring 7 March 2026
The following persons hold 20% or more unquoted equity securities:
Substantial holders
Substantial holders in the Company are set out below:
Number on
issue
Number of
holders
250,000
250,000,000
1
1
Ordinary shares
% of total
shares
issued
Number held
COVENANT HOLDINGS(WA)PTY LTD
103,883,880
36.93%
The information set out above regarding the names and number of shares held by substantial holders is as disclosed in
substantial holding notices given to the Company.
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Options
Options do not have voting rights attached.
There are no other classes of equity securities.
Corporate Governance Statement
The Company’s 2022 Corporate Governance Statement has been released to ASX on this day and is available on the
Company’s website at: https://www.jayex.com/en-au/investor/corporate-governance/
Annual General Meeting
Jayex Technology Limited advises that its Annual General Meeting will be held on or about Thursday, 25 May 2023. The
time and other details relating to the meeting will be advised in the Notice of Meeting to be sent to all Shareholders and
released to ASX immediately upon despatch.
The Closing date for receipt of nomination for the position of Director is Wednesday, 12 April 2023. Any nominations must
be received in writing no later than 5.00pm (Melbourne time) on Wednesday, 12 April 2023 at the Company’s Registered
Office.
The Company notes that the deadline for nominations for the position of Director is separate to voting on Director elections.
Details of the Directors to be elected will be provided in the Company’s Notice of Annual General Meeting in due course.
73