Knosys Limited
ABN 96 604 777 862
Annual Report
30 June 2016
Knosys Limited
Chairman’s letter to shareholders
30 June 2016
Dear Shareholders,
I have pleasure in presenting to you the first Annual Report of Knosys Limited as a public company listed on the Australian
Securities Exchange (ASX),
During the year to 30 June 2016, under the Offer pursuant to the Prospectus dated 22 July 2016, the Company completed
an initial public capital raising of $4,000,000 through the issue of 20,000,000 Shares at a price of $0.20 per Share. The
Offer was an important next step in the evolution of our Company and the Board believes it is an integral part of our long
term growth strategy and provided the opportunity for investors to share in the future success of the Company.
The 2016 financial year was one of significance for the Company. Having successfully managed the listing process, the
Company commenced implementing its initial strategy laying the ground for future growth. The 2017 year will see the next
stage of the Company’s development following a comprehensive review conducted by the Company’s new CEO.
Trading conditions for the 2016 year proved more challenging than originally expected but the Company has responded by
focussing on its major opportunities, on consolidating and moving to expand its existing major client relationships, on
implementing the initiatives set out in the Prospectus and on adding important new roles, positioning for future growth. Our
expansion into Asia, initially through Singapore, has generated opportunities that are expected to reduce the enterprise
sales cycle. We expect growth in the region throughout the next financial year and beyond. The Company’s finances are in
sound condition and are sufficient to fund existing operations for the foreseeable future. In deliberating on the new CEO’s
report, the Board will consider shortly whether, and, if so, what, additional resources are required for the next stage of
development.
During the year under review, Mr. Gavin Campion resigned from the Board. Gavin played a pivotal part in the listing and
early development of the Company and the Board thanks Gavin for his contribution in the lead-up to listing and as a
Director. Gavin continues to assist the Company with business development and other matters under a retainer
arrangement and we expect that he will continue to make important contributions to the Company’s success.
During the 2016 year, our CEO, Mr. Ashley Gall, had indicated that he was considering resigning from his position and from
the Board. Ashley generously agreed to continue as CEO whilst the Board conducted a search, identified and appointed a
successor CEO. During July, 2016, Ashley formally resigned and Mr. John Thompson was appointed CEO. The Board
thanks Ashley for his contribution to Knosys and to successfully piloting the Company through the listing process.
John Thompson is a very highly experienced and skilled CEO having been a successful CEO in a wide range of technology
businesses from start-ups to large international companies. John has held various CEO positions over more than twenty-five
years and has a strong track record in growing revenue and profits. Since joining the Company John has been strongly
focussed on short and medium term revenue generating opportunities and, at the same time, in consultation with the Board,
he has conducted a very comprehensive review of all aspects of the Company’s business. The Board is confident that John
will deliver further success for Knosys, its shareholders and other stakeholders.
On behalf of your Directors I would like to thank all shareholders that have taken an interest in the Company through the
capital raising process and that have continued to support us as we pursue the continued development and commercialisation
of the Knosys Platform.
I present to you the report on the Company and its controlled entities for the financial period ended 30 June 2016.
Hon. Alan Stockdale AO
CHAIRMAN
Knosys Limited
Directors' report
30 June 2016
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity') consisting of Knosys Limited (referred to hereafter as the 'company' or 'parent entity') and the entities
it controlled at the end of, or during, the year ended 30 June 2016.
Directors
The following persons were directors of Knosys Limited during the period from 1 July 2015 to the date of this report, unless
otherwise stated:
Hon. Alan Stockdale (Non-executive Chairman)
Ashley Gall (Managing Director) resigned 15 July 2016
Alistair Wardlaw (Executive Director)
Gavin Campion (Executive Director) resigned as a director 2 February 2016
Richard Levy (Non-executive Director)
Peter Pawlowitsch (Non-executive Director)
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of:
● Computer software development and licencing.
Dividends
No dividends were paid or declared during the financial year.
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $1,411,015 (30 June 2015 loss: $592,989).
The consolidated entity had net assets of $2,493,735 at 30 June 2016 and cash on hand of $2,946,975. The consolidated
entity is adequately funded and has the resources to develop its product and its business.
The consolidated entity is the owner of the Knosys Platform which provides an enterprise-grade, knowledge management
solution for organisations.
The Knosys Platform enables organisations, large or small, to better capture, manage and access information across often
disparate business units, divisions and information technology (IT) platforms, improving and simplifying the knowledge.
The Knosys Platform sits above an organisation’s existing technology or IT platform, without disrupting existing processes.
The Knosys Platform optimises the outcomes of existing IT platforms in an organisation through the integration of their
capabilities and content, without moving the data from the legacy system. This is done by indexing the data/information
location or tagging the file and creating a virtual link to the information without the requirement to replicate the information
into a central repository.
The Consolidated entity’s business model is based on a recurring subscription fee payable by customers on a per user
basis.
During the financial year the consolidated entity has continued the software development of the Knosys Platform and has
continued the business development, marketing and sales of the product across the APAC region.
Significant changes in the state of affairs
On 22 July 2015 the company lodged a prospectus with ASIC to raise $4,000,000 (before expenses) through an offer to the
public of 20,000,000 fully paid ordinary shares at an issue price of $0.20 per share.
The offer under the prospectus was closed on 1 September 2015 and the company listed on the Australian securities
exchange on 9 September 2015 (ASX:KNO).
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Knosys Limited
Directors' report
30 June 2016
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
On 18 July 2016 Mr John Thompson was appointed as the new Chief Executive Officer of the consolidated entity following
the resignation of Mr Ashley Gall as Managing Director and Chief Executive Officer on 15 July 2016. No other matter or
circumstance has arisen since 30 June 2016 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 have
not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the
consolidated entity.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
Information on directors
Name:
Title:
Experience and expertise:
Hon. Alan Stockdale AO
Non-Executive Chairman
Hon. Alan Stockdale AO served as Treasurer in the Victorian Government from 1992
to 1999 and his responsibilities included the Government reform agenda and general
financial management.
Alan was responsible for the privatisation of $A30 billion of Government business
enterprises. He was also Minister for IT and Multimedia from 1996 to 1999, promoting
Victoria as a leader in the application of multimedia and new information technologies.
In the private sector, Alan was employed by Macquarie Bank for a total of six years,
co-leading the Macquarie team that successfully bid to acquire Sydney Airport. Taking
on a number of other corporate advisory roles, he was involved in a wide range of
infrastructure transactions, especially in the power, gas and transport sectors in
Australia and overseas.
Alan has developed a career as a company Chairman and director of a number of ASX-
listed companies and of various unlisted companies and not-for-profit organisations.
He has been Chairman of Axon Instruments Inc (incorporated in the USA and listed on
the ASX), Symex Holdings Limited, Senetas Corporation Limited and a director of
Marriner Financial Limited.
He was Federal President of the Liberal Party from 2008 to 2014.
Alan holds a Bachelor of Laws and a Bachelor of Arts, both completed at the University
of Melbourne, is a Barrister of the Supreme Courts of Victoria and NSW and the High
Court of Australia and is a Fellow of the Australian Institute of Company Directors.
Mr Stockdale has been a director since 30 April 2015.
Directorships held in other listed
entities in the last 3 years
Nil.
Interests in shares
Interests in options
Nil ordinary shares
500,000 options
2
Knosys Limited
Directors' report
30 June 2016
Name:
Title:
Experience and expertise:
Richard Levy
Non-Executive Director
Richard Levy has had 27 years automotive manufacturer (Nissan/Ford) and supplier
(Air International) experience in sales and marketing management positions including
four years as Director of Sales and Dealer Operations at Nissan. He has also had
investments and participation in several commercial ventures including food, travel and
now internet businesses.
Richard has been a partner and Managing Director of MMG Interactive for the last 15
years including involvement with servicing many blue chip and high value SME
customers, and has also published papers on the internet and the auto industry - both
business-to business and business-to-consumer. He was and continues to be a
founding owner of apStream, an internet streaming services company.
Richard holds an Economics degree from the ANU.
Mr Levy has been a director since 30 April 2015.
Directorships held in other listed
entities in the last 3 years
Nil
Interests in shares
Interests in options
9,921,130 ordinary shares
1,000,000 options
Name:
Title:
Peter Pawlowitsch
Non-Executive Director
Experience and expertise:
Peter Pawlowitsch is an accountant by profession with extensive experience as a
director and officer of ASX-listed entities. He brings to the team experience in
operational management, business administration and project evaluation in the IT,
hospitality and mining sectors during the last 15 years.
Peter is Chairman of Dubber Corporation Limited (appointed a director on 26
September 2011), and a non-executive director of Ventnor Resources Ltd (appointed
12 February 2010) and Novatti Group Limited (appointed 19 June 2015) and he was a
non-executive director of Department 13 Ltd (30 January 2010 to 18 December 2015),
all ASX-listed companies.
Peter holds a Bachelor of Commerce from the University of Western Australia, is a
current member of the Certified Practising Accountants of Australia and also holds a
Masters of Business Administration from Curtin University.
Mr Pawlowitsch has been a director since 16 March 2015.
Directorships held in other listed
entities in the last 3 years
Dubber Corporation Limited (ASX:DUB)
Ventnor Resources Limited (ASX:VRX)
Novatti Group Limited (ASX:NOV)
Department 13 International Limited (ASX:D13)
Interests in shares
Interests in options
900,000 ordinary shares
500,000 options
3
Knosys Limited
Directors' report
30 June 2016
Name:
Title:
Experience and expertise:
Ashley Gall (resigned as Managing Director and CEO on 15 July 2016)
Managing Director and CEO
Ashley Gall has over 25 years’ experience working in the information technology sector.
This has formed the basis of Ashley’s strong industry expertise in enterprise market
segments including government, health, utilities, education, finance and banking.
Serving as an Enterprise Account Manager with multinational information technology
corporation Hewlett-Packard from 1991 until 2009, Ashley then moved on, becoming a
Senior Account Manager for Southern Cross Computer Systems from 2009 until 2012.
From 2013 to January 2015, Ashley was the Victorian Sales Manager for NTT
Communications ICT Solutions.
Coming from an engineering background, Ashley has developed his knowledge and
skills from working in sales and sales management, with a strong focus on business
solutions.
Ashley studied at Collingwood & Box Hill TAFE obtaining a Certificate and Associate
Degree in Civil Drafting and Civil Engineering.
Mr Gall held the position of director from 30 April 2015 to 15 July 2016.
Directorships held in other listed
entities in the last 3 years
Nil
Interests in shares
Interests in options
Nil ordinary shares
2,416,667 options
Name:
Title:
Alistair Wardlaw
Executive Director and Chief Technical Officer
Experience and expertise:
Alistair has 20 years’ experience in multimedia, information technology and software
development and delivery.
As a co-founder of the Group and Chief Technology Officer, Alistair has played a key
role in productising and commercialising the Knosys Platform, taking the original
conceptual model of the Knosys Platform through each phase of the software
development life cycle to the final product.
For the last 15 years Alistair has been a part owner and operations director of MMG
interactive, which has provided services for many blue chip and high value small-to-
medium enterprise customers, developing customer-centric websites, application and
SaaS platforms.
Alistair is also a co-founder of apStream, a streaming and content distribution network
to commercial and government sectors.
Alistair has academic training from La Trobe University and Monash University and
applications experience in electronic graphic design.
Mr Wardlaw has been a director since 30 April 2015.
Directorships held in other listed
entities in the last 3 years
Nil
Interests in shares
Interests in options
19,471,130 ordinary shares
1,000,000 options
4
Knosys Limited
Directors' report
30 June 2016
Name:
Title:
Gavin Campion
Executive Director (resigned as a director 2 February 2016, continues as an executive)
Experience and expertise:
Gavin Campion was the founder and a director of marketing services company, Reality
Group. Reality Group won agency of the year in 2003. Gavin sold Reality Group in
2005. In 2004, Gavin acquired Shoppers Advantage, serving as CEO (2004-2008) and
Chairman (2008-2011), Gavin took responsibility for re-engineering the business into a
large SaaS based business-to-business retail e-commerce business. Shoppers
Advantage was sold in 2011.
In 2004, Gavin acquired Presidential Card. Serving as Director, Gavin assisted in
making Presidential Card a large Australian online discount program. In 2010 Gavin
merged Presidential Card with Strategic Rewards and acquired a number of minor
players in the market. Gavin sold his shares to management in 2013.
Gavin was the founder and CEO of the digital marketing services agency, Sputnik
Agency. In 2007 Sputnik Agency won B&T Agency of the Year. Gavin sold Sputnik in
2008.
From April 2008 until March 2012, Gavin served as President of KIT digital, global
provider of video asset management solutions for multi-screen IP-based delivery.
Gavin has been involved with productising and commercialisation of the Knosys
Platform since 2012.
In 2014, Gavin joined Dubber Corporation Ltd (ASX:DUB) as commercial director,
being appointed a director on 15 December 2014. He assisted in repositioning the
business and listing it on the ASX in Feb 2015.
Gavin also sits on a number of small cap technology companies advisory boards.
Gavin holds an honours degree in marketing from the UK.
Mr Campion held the position as director from 30 April 2015 to 2 February 2016
Directorships held in other listed
entities in the last 3 years
Nil
Interests in shares
Interests in options
19,100,000 ordinary shares
1,000,000 options
Chief Executive Officer - Appointed 18 July 2016
John Thompson (BEng Hons, MBA) was appointed as CEO on 18 July 2016. Mr. Thompson brings a wealth of leadership
experience having worked for more than 20 years at the helm of renowned technology companies. Most recently, Mr.
Thompson spent 11 years as CEO of Sigtec and 5 years as CEO of Wavenet International in addition to 5 years with CS
Communications and Systems in New York and London. Mr. Thompson received a first class honours degree in
Engineering from the Queensland University of Technology in addition to a Master of Business Administration from the City
University Business School in London. Mr. Thompson has a strong record in driving sales and revenue in addition to his
ample experience as a capable CEO providing pivotal leadership expertise across UK, US, Australia and New Zealand
markets for multi-national, listed, IPO and start-up technology companies.
Company Secretary and Chief Financial Officer
Stephen Kerr (BCom, ACA, FGIA) has held the role of Company Secretary since July 2015. Stephen Kerr is a qualified
chartered accountant and chartered company secretary. He is an experienced CFO and governance professional, having
held senior finance positions in private and publicly listed company environments across Australia and New Zealand for over
15 years. Stephen holds a Bachelor of Commerce from the University of Melbourne and is a current member of Chartered
Accountants Australia and New Zealand and a Fellow of the Governance institute of Australia.
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Knosys Limited
Directors' report
30 June 2016
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held from 1 July
2015 to the year ended 30 June 2016, and the number of meetings attended by each director were:
Hon. Alan Stockdale
Ashley Gall
Alistair Wardlaw
Gavin Campion
Richard Levy
Peter Pawlowitsch
Full board
Attended
Held
9
9
9
9
9
9
9
9
9
9
9
9
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
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. 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 performance of the consolidated entity depends on the quality of its directors and executives. The remuneration
philosophy is to attract, motivate and retain high performance and high quality personnel. The executive remuneration
framework is structured to be market competitive and complementary to the strategy of the consolidated entity.
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 Board. The Board may, from time to time, receive advice from independent
remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market.
No such advice was sought for the financial year ended 30 June 2016. 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.
6
Knosys Limited
Directors' report
30 June 2016
ASX listing rules require the aggregate non-executive directors’ remuneration be determined periodically by a general
meeting. The current maximum aggregate remuneration payable to non-executive directors of the consolidated entity in any
financial year is $500,000.
Executive remuneration
The consolidated entity aims to reward executives with a level and mix of remuneration based on their position and
responsibility, which has both fixed and variable components.
The executive remuneration and reward framework has four components:
● base pay, superannuation and non-monetary benefits
● short-term performance incentives
● share-based payments
● other remuneration such as long service leave
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Board, based on individual performance and the overall performance of the consolidated entity and comparable market
remunerations.
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 short-term incentives ('STI') program is designed to align the targets of the business with the targets of those executives
responsible for meeting those targets. STI payments are granted to executives based on specific targets and/or key
performance indicators ('KPI's') being achieved. These targets are discussed in further detail in the description of service
agreements which forms part of this Remuneration Report.
The long-term incentives ('LTI') include long service leave and share-based payments. Options are awarded to executives,
vesting over a period of three years based on elapsed time and/or achievement of long-term incentive measures.
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to the performance of the consolidated entity. A portion of cash bonus
and incentive payments are dependent on defined revenue and earnings targets being met. The remaining portion of the
cash bonus and incentive payments are at the discretion of the Board. As this is the entity’s first report as a public ASX listed
company there is no additional information to disclose.
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.
The key management personnel of the consolidated entity during the year to 30 June 2016 consisted of the following directors
of Knosys Limited:
● Alan Stockdale - Non-Executive Chairman
● Peter Pawlowitsch - Non-Executive Director
● Richard Levy - Non-Executive Director
● Gavin Campion - Executive Director (resigned as a director on 2 February 2016)
● Ashley Gall - Managing Director and Chief Executive Officer (resigned on 15 July 2016)
● Alistair Wardlaw - Executive Director
And the following persons:
● Stephen Kerr - Company Secretary and Chief Financial Officer
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Knosys Limited
Directors' report
30 June 2016
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary Cash
bonus
and fees
$
Non-
Super-
monetary annuation
$
$
$
Long service Equity-
settled
$
leave
$
Total
$
2016 (1)
Non-Executive
Directors:
Alan Stockdale
(Chairman)
Peter Pawlowitsch
Richard Levy
58,927
29,630
6,750
-
-
-
-
-
-
6,073
2,814
36,666
-
-
-
10,574
10,574
21,148
75,574
43,018
64,564
Executive Directors:
Ashley Gall
(Managing Director
and CEO)
Alistair Wardlaw
197,869
231,111
-
-
12,817
-
18,798
-
-
-
71,904
21,148
301,388
252,259
Other Key
Management
Personnel:
Stephen Kerr
Gavin Campion
120,190
231,111
875,588
-
-
-
1,858
-
14,675
32,363
-
96,714
-
8,608
21,148
-
- 165,104
163,019
252,259
1,152,081
(1) The entity became an ASX listed public entity on 9 September 2015. Remuneration is presented for the full 2016 financial
year and includes remuneration structures for the period prior to the entity becoming an ASX listed entity.
2015
The entity was not a listed entity at 30 June 2015. Therefore, there is no prior year comparative remuneration disclosure.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Alan Stockdale (Chairman)
Peter Pawlowitsch
Richard Levy
Executive Directors:
Ashley Gall (Managing Director
and CEO)
Alistair Wardlaw
Other Key Management
Personnel:
Stephen Kerr
Gavin Campion
Fixed remuneration
2016
At risk - STI
At risk - LTI
2016
2016
86%
75%
67%
75%
92%
95%
92%
-%
-%
-%
-%
-%
-%
-%
14%
25%
33%
24%
8%
5%
8%
No cash bonuses were paid or payable for the year to 30 June 2016.
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Knosys Limited
Directors' report
30 June 2016
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:
Ashley Gall
Managing Director and Chief Executive Officer
16 March 2015
No fixed term
Annual base salary for the year ending 30 June 2016 of $182,650 plus superannuation,
to be reviewed annually by the Board, 3 month termination notice by either party,
performance bonus of $100,000 (including statutory superannuation) accruing when
the Group achieves annual earnings before interest and tax targets as set by the Board,
an additional performance bonus of up
(including statutory
superannuation) payable in fixed increments on the basis of the achievement of KPI’s
and revenue performance milestones as set by the Board, non-disclosure, non-
solicitation and non-compete clauses.
to $100,000
Stephen Kerr
Chief Financial Officer and Company Secretary
9 June 2015
No fixed term
Annual base salary for the year ending 30 June 2016 of $162,000 including
superannuation, employment is for three days per week during normal working hours
on days agreed with the CEO and reasonable additional hours during these days in
order to perform responsibilities and duties. Remuneration to be reviewed annually by
the Board, 3 month termination notice by either party, STI performance bonus of up to
$50,000 (including statutory superannuation) based on financial and non-financial
KPI’s, plus up to 10% of that amount of EBIT earned by the Group in excess of annual
budgeted EBIT, non-disclosure, non-solicitation and non-compete clauses.
Alistair Wardlaw
Chief Technical Officer and Executive Director
1 January 2015
No fixed term
Consultancy agreement with WFT Services Pty Ltd as trustee for the A L Wardlaw
Family Trust, for the provision of consultancy services, annual consultancy fee of
$250,000, 12 month termination notice by either party, non-disclosure, non-solicitation
and non-compete clauses.
Gavin Campion
Consultant
1 January 2015
No fixed term
Consultancy agreement with Hydria Plenus Pty Ltd, a company associated with Mr
Campion, for the provision of consultancy services, annual consultancy fee of
$250,000, 12 month termination notice by either party, non-disclosure, non-solicitation
and non-compete clauses. Mr Campion resigned as a director of the Company on 2
February 2016. This resignation as an office bearer did not affect his consultancy
arrangements with the Company.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
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Knosys Limited
Directors' report
30 June 2016
Share-based compensation
Issue of shares
No shares were issued to directors and other key management personnel as part of compensation during the year ended 30
June 2016.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Fair value
per option
Grant date
May 2015
June 2015
Number of options
Expiry date
Exercise price at grant date
7,400,000
425,000
1 July 2019
1 July 2019
$0.25
$0.25
$0.0314
$0.0314
Options granted carry no dividend or voting rights.
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of
the company or of any other body corporate.
Vesting and Entitlement
For the Directors, the Options will vest over time, in equal amounts (except for slight adjustments to avoid fractions) every
three months, commencing 1 July 2015 with the final vesting date being 1 April 2018. For Stephen Kerr, 20,000 Options
will vest on the first two vesting dates, and 38,500 Options will vest on subsequent vesting dates. If the relevant holder is
no longer employed or engaged, as the case may be, by the Group on a vesting date, the Options will not vest to that
holder. Options that have previously vested in the holder shall be retained by the holder. The Options will entitle the holder
to subscribe for one Share upon the exercise of each Option that has vested in the holder.
Shares issued on the exercise of options
No ordinary shares of Knosys Limited were issued during the year ended 30 June 2016 and up to the date of this report on
the exercise of options granted.
The number of options over ordinary shares granted to and vested by directors and other key management personnel as
part of compensation during the year ended 30 June 2016 are set out below:
Name
Alan Stockdale
Peter Pawlowitsch
Richard Levy
Ashley Gall
Gavin Campion
Alistair Wardlaw
Stephen Kerr
Number of
options
vested and
exercisable
during the
year
2016
% of
options
vested and
exercisable
during the
year
2016
Number of
options
forfeited
during
the
year
2016
% of
options
Forfeited
during
the
year
2016
166,667
166,667
333,333
1,133,334
333,333
333,333
117,000
33%
33%
33%
33%
33%
33%
28%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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Knosys Limited
Directors' report
30 June 2016
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management
personnel of the consolidated entity, including their personally related parties, is set out below:
Balance at Received
as part of
the start of
the year
remuneration Additions*
Disposals/
other
Balance at
the end of
the year
Ordinary shares
Alan Stockdale
Peter Pawlowitsch
Richard Levy
Ashley Gall
Gavin Campion
Alistair Wardlaw
Stephen Kerr
-
900,000
9,921,130
-
19,100,000
19,471,130
-
49,392,260
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100,000
100,000
-
-
900,000
-
9,921,130
-
-
-
- 19,100,000
- 19,471,130
100,000
-
- 49,492,260
*
Additions represent shares acquired through the initial public offering contained in the Prospectus dated 22 July 2015.
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:
Options over ordinary shares
Alan Stockdale
Peter Pawlowitsch
Richard Levy
Ashley Gall
Gavin Campion
Alistair Wardlaw
Stephen Kerr
Balance at Granted /
the start of exercised /
the year
(unvested)
expired /
forfeited
Balance at Balance at Balance at
the end of
the end of
the end of
the year
the year
the year
- unvested
- vested
500,000
500,000
1,000,000
3,400,000
1,000,000
1,000,000
425,000
7,825,000
-
-
-
-
-
-
-
-
166,667
166,667
333,333
1,133,334
333,333
333,333
117,000
2,583,667
333,333
333,333
666,667
2,266,666
666,667
666,667
308,000
5,241,333
500,000
500,000
1,000,000
3,400,000
1,000,000
1,000,000
425,000
7,825,000
Other transactions with key management personnel and their related parties
During the financial year, payments for office rent, outgoings, technical infrastructure and software development services
supplied by MMG Interactive Partnership (director-related entity of Richard Levy and Alistair Wardlaw) of $109,394 were
made. All transactions were made on normal commercial terms and conditions and at market rates.
This concludes the remuneration report, which has been audited.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the
company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
11
Knosys Limited
Directors' report
30 June 2016
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.
Corporate Governance Statement
The company’s corporate governance statement can be found on the company website at
http://www.knosys.it/investor/documents/Corporate Governance Statement.pdf
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
The Board of directors is satisfied that the provision of non-audit services during the year is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services
disclosed below did not compromise the external auditor’s independence because the nature of the services provided does
not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for
Professional Accountants set by the Accounting Professional and Ethical Standards Board. During the year no non-audit
services were provided.
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
the following page.
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
________________________________
Hon. Alan Stockdale AO
Director
29 August 2016
Melbourne
12
Knosys Limited
Contents
30 June 2016
Contents
15
Statement of profit or loss and other comprehensive income
16
Statement of financial position
17
Statement of changes in equity
18
Statement of cash flows
19
Notes to the financial statements
34
Directors' declaration
35
Independent auditor's report to the members of Knosys Limited
Additional information for listed companies 37
General information
The financial statements cover Knosys Limited as a consolidated entity consisting of Knosys Limited and the entities it
controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Knosys
Limited's functional and presentation currency.
Knosys Limited is listed on the Australian Securities Exchange (ASX:KNO) and is incorporated and domiciled in Australia.
Registered office
Suite 9.08 Level 9
2 Queen Street
Melbourne VIC 3000
Principal place of business
Suite 9.08 Level 9
2 Queen Street
Melbourne VIC 3000
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors'
report, which is not part of the financial statements.
The financial statements were authorised for issue on 29 August 2016, in accordance with a resolution of directors. The
directors have the power to amend and reissue the financial statements.
14
Knosys Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2016
Revenue
Research and development tax refund
Other income
Expenses
Licence fee and support expenses
Payments to suppliers for research and development activities
Employee benefits expense
Depreciation and amortisation expense
Legal and accounting expenses
Travel and accommodation
Other expenses
Consolidated
Note
2016
$
2015
$
3
736,195
784,521
280,471
62,954
189,769
182
(180,334)
(138,370)
(1,501,184)
(3,782)
(86,957)
(136,444)
(443,564)
(215,000)
(415,000)
(427,075)
(309)
(91,823)
(55,044)
(98,522)
4
4
Loss before transaction costs and income tax
(1,411,015)
(328,301)
Transaction costs relating to the reverse acquisition by the accounting acquirer
Knosys Solutions Pty Ltd of Knosys Limited and Knosys Products Pty Ltd
Loss before income tax
Income tax (expense) credit
-
(264,613)
(1,411,015)
(592,914)
5
-
(75)
Loss after income tax expense for the year attributable to owners of the parent
(1,411,015)
(592,989)
Other comprehensive income
Other comprehensive income for the year, net of tax
-
-
Total comprehensive loss for the year attributable to owners of the parent
(1,411,015)
(592,989)
Loss per share for loss attributable to the owners of the parent
Basic and diluted loss per share
22
Cents
(1.89)
Cents
(1.83)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
15
Knosys Limited
Statement of financial position
As at 30 June 2016
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Accrued research and development tax refund receivable
Prepayments & sundry debtors
Total current assets
Non-current assets
Plant and equipment
Deferred tax asset
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Provisions for employee benefits
Revenue billed in advance
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
Options reserve
Accumulated losses
Total equity
Consolidated
Note
2016
$
2015
$
6
7
8
9
2,946,975
-
467,701
65,306
3,479,982
181,773
814,795
186,750
5,000
1,188,318
19,754
-
19,754
6,421
-
6,421
3,499,736
1,194,739
222,935
74,838
708,228
1,006,001
227,410
56,841
751,812
1,036,063
1,006,001
1,036,063
2,493,735
158,676
4,403,765
195,761
(2,105,791)
853,452
-
(694,776)
2,493,735
158,676
The above statement of financial position should be read in conjunction with the accompanying notes
16
Knosys Limited
Statement of changes in equity
For the year ended 30 June 2016
Consolidated
Balance at 1 July 2014
Loss after income tax expense for the year
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 9)
Balance at 30 June 2015
Consolidated
Balance at 1 July 2015
Loss after income tax expense for the year
Total comprehensive loss for the year
Issued
capital
$
Reserves Accumulated
$
losses
$
Total
equity
$
24
-
-
-
-
(101,787) (101,763)
(592,989) (592,989)
-
(592,989) (592,989)
853,428
853,452
-
-
-
853,428
(694,776)
158,676
Issued
capital
$
Reserves Accumulated
$
losses
$
Total
equity
$
853,452
-
(694,776)
158,676
-
-
-
(1,411,015) (1,411,015)
-
(1,411,015) (1,411,015)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 9)
3,550,313
-
-
3,550,313
Vesting of share based payments
-
195,761
-
195,761
Balance at 30 June 2016
4,403,765
195,761
(2,105,791)
2,493,735
The above statement of changes in equity should be read in conjunction with the accompanying notes
17
Knosys Limited
Statement of cash flows
For the year ended 30 June 2016
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Research and development tax refund
Interest received
Consolidated
Note
2016
$
2015
$
1,576,667
(2,395,821)
(819,154)
818,647
(1,423,076)
(604,429)
-
51,158
86,157
-
Net cash used in operating activities
19
(767,996)
(518,272)
Cash flows from investing activities
Payments for plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
(17,115)
(6,730)
(17,115)
(6,730)
4,000,000
(449,687)
749,976
(45,000)
3,550,313
704,976
2,765,202
181,773
179,974
1,799
Cash and cash equivalents at the end of the financial year
6
2,946,975
181,773
The above statement of cash flows should be read in conjunction with the accompanying notes
18
Knosys Limited
Notes to the financial statements
30 June 2016
Note 1. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
New, revised or amending 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.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial
performance or position of the consolidated entity.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
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').
Historical cost convention
The financial statements have been prepared under the historical cost convention, applying the going concern basis of
accounting.
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 2.
Legal Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the legal parent entity is disclosed in note 16.
Principles of consolidation
A controlled entity is any entity controlled by an accounting acquirer. Control exists where an entity has the capacity and
power to govern the decision-making in relation to the financial and operating policies of an investee and also participate in
the variable returns of that investee.
All inter-group balances and transactions between entities in the Consolidated Entity, including any unrealised profits or
losses, have been eliminated on consolidation. Accounting policies of controlled entities have been changed where
necessary to ensure consistencies with those policies adopted by the parent entity.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Knosys 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.
Revenue recognition
Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can
be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.
19
Knosys Limited
Notes to the financial statements
30 June 2016
Note 1. Significant accounting policies (continued)
Licence fees and rendering of services
Licence fee revenue and rendering of services revenue from implementation and consulting fees is recognised by reference
to the stage of completion of the contracts.
Stage of completion is measured by reference to the licence fee period and to labour hours incurred to date as a percentage
of total estimated labour hours for each contract. Where the contract outcome cannot be reliably estimated, revenue is only
recognised to the extent of the recoverable costs incurred to date.
Research and development tax refund income
Research and development tax refund income is measured on an accruals basis when the refund can be reliably
determined.
Interest
Interest revenue 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.
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 and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
● When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor
taxable profits; or
● When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
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.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
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 provision for impairment. Trade receivables are generally due for settlement within 30 days.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written
off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective
evidence that the consolidated entity will not be able to collect all amounts due according to the original terms of the
receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial
reorganisation and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade
receivable may be impaired. The amount of the impairment allowance is the difference between the asset's carrying amount
and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to
short-term receivables are not discounted if the effect of discounting is immaterial.
20
Knosys Limited
Notes to the financial statements
30 June 2016
Note 1. Significant accounting policies (continued)
Other receivables are recognised at amortised cost, less any provision for impairment.
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 wholly
settled 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 wholly settled within 12 months of the reporting date
are measured as 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 national 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
the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution,
the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk
free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the
consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other
vesting conditions.
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.
21
Knosys Limited
Notes to the financial statements
30 June 2016
Note 1. Significant accounting policies (continued)
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.
Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and
requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets
and the arrangement conveys a right to use the asset.
A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the
risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively
retains substantially all such risks and benefits.
Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower,
the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease
liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability.
Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's
useful life and the lease term if there is no reasonable certainty that the consolidated entity will obtain ownership at the end
of the lease term.
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis
over the term of the lease.
22
Knosys Limited
Notes to the financial statements
30 June 2016
Note 1. Significant accounting policies (continued)
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.
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 annual reporting period ended 30 June 2016. The consolidated
entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the
consolidated entity, are set out below.
AASB 9 Financial Instruments
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all
previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition and
Measurement'. AASB 9 introduces new classification and measurement models for financial assets. A financial asset shall
be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect
contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets
are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial
recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive income
('OCI'). For financial liabilities, the standard requires the portion of the change in fair value that relates to the entity's own
credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting
requirements are intended to more closely align the accounting treatment with the risk management activities of the entity.
New impairment requirements will use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment will be
measured under a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since
initial recognition in which case the lifetime ECL method is adopted. The standard introduces additional new disclosures. The
consolidated entity will adopt this standard from 1 July 2018, but the adoption will not materially affect the financial
statements.
AASB 15 Revenue from Contracts with Customers
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single
standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the
transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied)
to be identified, together with the separate performance obligations within the contract; determine the transaction price,
adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance
obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no
distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be
presented separately as an expense rather than adjusted to revenue. For goods, the performance obligation would be
satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the
service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied
over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised
as the performance obligation is satisfied. Contracts with customers will be presented in an entity's statement of financial
position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's
performance and the customer's payment. Sufficient quantitative and qualitative disclosure is required to enable users to
understand the contracts with customers; the significant judgments made in applying the guidance to those contracts; and
any assets recognised from the costs to obtain or fulfil a contract with a customer. The consolidated entity will adopt this
standard from 1 July 2018, but the adoption will not materially affect the financial statements.
23
Knosys Limited
Notes to the financial statements
30 June 2016
Note 2. 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 following key judgements are relevant to these financial statements:
As stated in Note 1 Accounting for purchases of non-trading entities through reverse acquisitions, these financial
statements are of the consolidated entity ultimately controlled by Knosys Limited, but the financial information represented
in the consolidated financial statements, although issued under the name of Knosys Limited, is deemed under reverse
acquisition accounting rules to be a continuation of the legal subsidiary Knosys Solutions Pty Ltd. Management examined
the reverse acquisition which took place on 23 March 2015 and assessed that both Knosys Limited and Knosys Products
Pty Ltd did not have the necessary inputs, processes and outputs to satisfy the accounting definition of a business. As a
consequence, the assets and liabilities acquired at this date are at their written down cost values and not their fair values.
Estimation of accrued research and development tax refund
As at 30 June 2016 the consolidated entity had accrued $467,701 in accrued research and development tax refund credits.
Of this, $249,226 was accrued in-respect of the 2015 tax return. The directors of the consolidated entity engaged an
industry expert to prepare and lodge this return. This full amount was receipted into the bank in July 2016. Based upon the
methodology adopted by the industry expert, the consolidated entity has an accrued research and development tax refund
receivable of $218,475 for the 2016 financial year. Key matters considered by the directors in calculating this accrual
included the following:
- The historical success of lodging and receipting such claims, both in its present legal form and under the former
pre-IPO legal structure of Knosys Solutions Pty Ltd (refer above);
- The quantum of eligible research and development spend made during the period; and
- A consideration of any potential change in the assessment of eligibility criteria as gazetted by the Federal
government.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable
that future taxable amounts will be available to utilise those temporary differences and losses.
Note 3. Revenue
Sales revenue
Licence and support fees
Rendering of services
Revenue
Note 4. Expenses
Profit before income tax includes the following specific expenses:
Rental expense relating to operating leases
Minimum lease payments
Superannuation expense
Accumulation fund Superannuation expense
Vesting of share based payments
24
Consolidated
2016
$
2015
$
731,195
5,000
424,521
360,000
736,195
784,521
Consolidated
2016
$
2015
$
72,229
18,760
123,805
21,150
195,761
-
Knosys Limited
Notes to the financial statements
30 June 2016
Note 5. Income tax expense
Income tax expense
Current Tax benefit
Deferred tax - origination and reversal of temporary differences
Deferred tax assets not recognised
Adjustment recognised for prior periods
Aggregate income tax expense
Deferred tax included in income tax expense comprises:
Increase in deferred tax assets
Deferred tax - origination and reversal of temporary differences
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Entertainment expenses
Research and development costs
Share based payments expense
Transaction costs relating to the reverse acquisition by the accounting
acquirer Knosys Solutions Pty Ltd of Knosys Limited and Knosys Products Pty Ltd
Non-assessable R&D refund
Sundry items
Deferred tax assets not recognised
Adjustment recognised for prior periods
Income tax expense
Note 6. Current assets - cash and cash equivalents
Cash at bank
25
Consolidated
2016
$
2015
$
(304,384)
(5,399)
309,783
-
(12,517)
(17,052)
29,569
75
-
-
-
75
75
-
(1,411,015)
(592,914)
(423,305)
(177,874)
2,481
145,650
49,532
-
(84,141)
-
(309,783)
309,783
-
1,503
124,500
-
78,282
(56,025)
45
(29,569)
29,569
75
-
75
Consolidated
2016
$
2015
$
2,946,975
181,773
2,946,975
181,773
Knosys Limited
Notes to the financial statements
30 June 2016
Note 7. Current assets - trade and other receivables
Trade receivables
Note 8. Current liabilities - trade and other payables
Trade payables
Related party payables
Other payables
Note 9. Equity - issued capital
Consolidated
2016
$
2015
$
-
-
814,795
814,795
Consolidated
2016
$
2015
$
105,262
45,834
71,839
136,711
79,493
11,206
222,935
227,410
Legal Parent Consolidated
2016
Shares
2015
Shares
2016
$
2015
$
Ordinary shares - fully paid
78,099,386 55,849,386
4,403,765
853,452
Movements in ordinary share capital
Details
Date
No. of shares
Legal Parent
2016
No. of shares
Legal Parent
2015
Legal parent
Balance start of year
Shares at incorporation of legal parent
Issue of shares to founders
Issue of shares to effect reverse acquisition of
Knosys Products Pty Ltd and Knosys Solutions Pty Ltd
Issue of share capital to shareholders
Issue of share capital in settlement of loan owing to
the MMG Integrative partnership
Issue of shares to effect the final component of the
consideration for the reverse acquisition of
Knosys Products Pty Ltd and Knosys Solutions Pty Ltd
Issue of share capital to shareholders
16 March 2015
16 March 2015
23 March 2015
27 March 2015
13 May 2015
17 July 2015
1 Sept 2015
Balance at end of year
26
55,849,386
-
-
-
-
-
-
2,000,000
47,750,000
5,357,126
742,260
2,250,000
20,000,000
-
-
78,099,386
55,849,386
Knosys Limited
Notes to the financial statements
30 June 2016
Note 9. Equity - issued capital (continued)
Details
Date
$
$
Consolidated entity
As at start of the financial year
Reverse acquisition of Knosys Products Pty Ltd and
Knosys Solutions Pty Ltd
Issue of share capital to shareholders
Issue of share capital in settlement of loan owing to
the MMG Integrative partnership
Costs of issuing shares
Final component of the reverse acquisition of
Knosys Products Pty Ltd and Knosys Solutions Pty Ltd
Issue of share capital to shareholders
Costs of issuing shares
853,452
24
23 March 2015
27 March 2015
13 May 2015
-
-
-
17 July 2015
1 Sept 2015
-
4,000,000
(449,687)
749,976
148,452
(45,000)
-
-
Balance as at end of the financial year
4,403,765
853,452
Accounting for purchases of non-trading entities through reverse acquisitions
On 23 March 2015 Knosys Limited acquired all of the share capital of Knosys Products Pty Ltd and Knosys Solutions Pty
Ltd. This acquisition was effected through the issue of 50,000,000 ordinary fully paid shares including tranches of
47,750,000 ordinary fully paid shares issued on 23 March 2015 and 2,250,000 ordinary fully paid shares issued on 17 July
2015 to the vendors or their nominees. This transaction is considered a reverse acquisition in accordance with Australian
Accounting Standards and Knosys Solutions Pty Ltd was deemed to be the acquirer for accounting purposes. Knosys
Solutions Pty Ltd is the larger of the combining entities, is the only entity that traded as at the date of the transaction and
holds the revenue generating contracts and has recognised assets and liabilities on its statement of financial position.
Therefore, Knosys Limited and Knosys Products Pty Ltd have been identified as the accounting acquirees. As a
consequence of the reverse acquisition, the financial information represented in the consolidated financial statements is
issued under the name of Knosys Limited but is deemed under accounting rules to be a continuation of the legal subsidiary
Knosys Solutions Pty Ltd and the number of shares on issue reflect those of Knosys Limited.
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.
Movements in options on issue
Details
Legal parent
Balance start of year
Options issued to directors
Options issued to key management personnel
Options issued to product resellers
Options issued to external industry advisors
Balance at end of year
Date
No. of options
Legal Parent
2016
No. of options
Legal Parent
2015
9 May 2015
29 June 2015
5 April 2016
5 April 2016
7,825,000
-
-
500,000
300,000
-
7,400,000
425,000
-
-
8,625,000
7,825,000
7,825,000 options (of which 2,583,667 are vested at 30 June 2016) are exercisable at $$0.25 and expire on 1 July 2019.
500,000 options (of which 200,000 have vested at 30 June 2016) are exercisable at $0.29 and expire on 1 July 2019.
300,000 options (all of which are unvested at 30 June 2016) are exercisable at $0.29 and expire on 1 July 2020.
All options are unlisted and are subject to a range of vesting conditions.
27
Knosys Limited
Notes to the financial statements
30 June 2016
Note 9. Equity - 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.
In order to maintain or adjust the capital structure, the consolidated entity may issue new shares or return capital to
shareholders.
Note 10. Financial instruments
Financial risk management objectives
The consolidated entity's activities expose it to two financial risks: credit risk and liquidity risk. The consolidated entity's
overall risk management program, which is managed at Board level, focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity
uses different methods to measure different types of risk to which it is exposed. These methods include ageing analysis for
credit risk and cash flow forecasting for liquidity risk.
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 consolidated entity has a code of credit, including obtaining agency credit information, confirming
references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate to mitigate
credit risk. 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.
Liquidity risk
Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash
equivalents) to be able to pay debts as and when they become due and payable. All amounts payable are within agreed
terms. All third party payment terms are less than 60 days (2015: less than 60 days).
The consolidated entity manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual and
forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reasonably approximate their fair value.
Note 11. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and key management personnel of the consolidated entity is set out below:
Short-term employee benefits
Share based payments
Post-employment benefits
28
Consolidated
2016
$
2015
$
890,263
165,104
96,714
224,132
-
13,768
1,152,081
237,900
Knosys Limited
Notes to the financial statements
30 June 2016
Note 12. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by William Buck Audit (VIC) Pty Ltd
(“William Buck”), the auditor of the company, its network firms and unrelated firms:
Assurance services – William Buck
Audit or review of the financial statements
Transaction and due diligence services
Note 13. Contingent liabilities
At balance date there is a bank guarantee in place of $60,663 in place.
The consolidated entity has no other contingent liabilities at balance date.
Note 14. Commitments
Lease commitments - operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
More than five years
Consolidated
2016
$
2015
$
18,500
-
15,500
19,277
18,500
34,777
Consolidated
2016
$
2015
$
110,414
174,610
-
7,578
-
-
285,024
7,578
Operating lease commitments includes contracted amounts for the head office under a non-cancellable operating lease, the
term of which expires on 31 January 2019.
Note 15. Related party transactions
Legal Parent entity
Knosys Limited is the legal parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 17.
Key management personnel
Disclosures relating to key management personnel are set out in note 11 and the remuneration report in the directors' report.
29
Knosys Limited
Notes to the financial statements
30 June 2016
Note 15. Related party transactions (continued)
Transactions with related parties
The following transactions occurred with related parties:
In the statement of profit and loss and other comprehensive income for the Consolidated Entity the following related party
transactions took place:
Consolidated
2016
$
2015
$
Payment for goods and services:
Payment for services from MMG Interactive (a partnership associated with Alistair Wardlaw
and Richard Levy)
109,394
498,231
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 16. Legal parent entity information
Set out below is the supplementary information about the legal parent entity.
Statement of profit or loss and other comprehensive income
Profit after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share based payments reserve
Accumulated losses
Total equity
30
Legal Parent
2016
$
2015
$
(265,946)
(156,217)
(265,946)
(156,217)
Legal Parent
2016
$
2015
$
2,879,065
136,150
11,365,442
7,841,602
52,957
459,367
52,957
459,367
11,538,887
195,761
(422,163)
7,538,452
-
(156,217)
11,312,485
7,382,235
Knosys Limited
Notes to the financial statements
30 June 2016
Note 16. Parent entity information (continued)
Contingent liabilities
The legal parent entity had no contingent liabilities as at 30 June 2016 and 30 June 2015.
Capital commitments - Property, plant and equipment
The legal parent entity had no capital commitments for property, plant and equipment as at 30 June 2016 and 30 June 2015.
Significant accounting policies
The accounting policies of the legal parent entity are consistent with those of the consolidated entity, as disclosed in note 1,
except for the following:
● Investments in subsidiaries are accounted for at cost, less any impairment, in the legal parent entity.
● Dividends received from subsidiaries are recognised as other income by the legal parent entity and receipt of such (or
absence thereof) may be an indicator of an impairment of the investment.
Note 17. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of Knosys Limited and the following
wholly-owned subsidiaries in accordance with the accounting policy described in note 1:
Name
Principal place of business /
Country of incorporation
Knosys Solutions Pty Ltd
Principal activities – Main operating company of the
Knosys group, providing operational infrastructure,
resources, Knosys Platform
employees,
research, development and support.
Knosys Products Pty Ltd
Principal activity – Holder of the Knosys Platform
intellectual property.
sales
Australia
Australia
Ownership interest
2015
2016
%
%
100%
100%
100%
100%
Note 18. Events after the reporting period
On 18 July 2016, Mr John Thompson was appointed as the new Chief Executive Officer of the consolidated entity following
the resignation of Mr Ashley Gall as Managing Director and Chief Executive Officer on 15 July 2016. No other matter or
circumstance has arisen since 30 June 2016 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.
.
31
Knosys Limited
Notes to the financial statements
30 June 2016
Note 19. Reconciliation of profit after income tax to net cash from operating activities
Consolidated
2016
$
2015
$
Loss after income tax expense for the year
(1,411,015)
(592,989)
Adjustments for:
Depreciation and amortisation
Share based payments expense
Change in operating assets and liabilities:
Decrease/(Increase) in trade and other receivables
Decrease/(Increase) in deferred tax assets
(Decrease)/increase in revenue billed in advance
Increase in prepayments and other debtors
Decrease/(increase) in accrued research and development tax refund receivable
Increase/(decrease) in trade and other payables
Increase in provision for employee benefits
Net cash from operating activities
Note 20 Share-based payments
3,782
195,761
814,795
-
(43,584)
(60,306)
(280,951)
(4,475)
17,997
309
-
(796,320)
75
751,812
(5,000)
(103,612)
170,612
56,841
(767,996)
(518,272)
Employee share option plan
An employee share option plan (ESOP) has been established by the consolidated entity, whereby the consolidated entity
may, at the discretion of the Board, grant options over ordinary shares in the company to personnel of the consolidated entity.
The options are issued for nil consideration and are granted in accordance with performance guidelines established by the
Board.
As at 30 June 2016 no options had been granted under the ESOP.
Options issued to Directors and senior management
As at 30 June 2016 the following unvested options over ordinary shares in Knosys Limited had been issued to Directors and
senior management (Options). These Options were issued separately to the ESOP.
Set out below are summaries of Options issued to Directors and senior management:
2016
Issue date
Expiry date
price
Exercise
Balance at
the start of
the year
Exercised
Expired/
forfeited
Issued
Balance at
the end of
The year
Number
vested
09/05/2015
29/06/2015
01/07/2019
01/07/2019
$0.25
$0.25
Weighted average exercise price
7,400,000
425,000
7,825,000
$0.25
-
-
-
-
-
-
-
-
7,400,000
425,000
7,825,000
2,466,667
117,000
2,583,667
$0.25
$0.25
Vesting and Entitlement
For the options issued on 9 May 2015, the Options vest over time, in equal amounts (except for slight adjustments to avoid
fractions) every three months, commencing 1 July 2015 with the final vesting date being 1 April 2018. For the Options issued
on 29 June 2015, 20,000 Options vest on the first two vesting dates, and 38,500 Options vest on subsequent vesting dates.
If the relevant holder is no longer employed or engaged, as the case may be, by the Group on a vesting date, the Options
will not vest to that holder. Options that have previously vested in the holder shall be retained by the holder. The Options
will entitle the holder to subscribe for one Share upon the exercise of each Option that has vested in the holder.
32
Knosys Limited
Notes to the financial statements
30 June 2016
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3 years.
2015
Issue date
Expiry date
price
Exercise
Balance at
the start of
the year
Exercised
Expired/
forfeited
Issued
Balance at
the end of
The year
Number
09/05/2015
29/06/2015
01/07/2019
01/07/2019
$0.25
$0.25
-
-
-
7,400,000
425,000
7,825,000
Weighted average exercise price
No options had vested or were exercisable at the end of the 30 June 2015 financial year.
$0.25
-
-
-
-
-
7,400,000
425,000
7,825,000
$0.25
vested
-
-
-
-
For the options issued during the 2015 financial year, the valuation model inputs to be used to determine the fair value at
each vesting date, were as follows:
Issue date
Expiry date at issue date
price
Discount
volatility
yield
interest rate at issue date
Share price Exercise Marketability Expected Dividend Risk-free
Fair value
09/05/2015 01/07/2019
29/06/2015 01/07/2019
$0.14
$0.14
$0.25
$0.25
30.00%
30.00%
60.00%
60.00%
0.00%
0.00%
2.27%
2.27%
$0.03141
$0.03141
Note 21 Segment information
During the year the consolidated entity operated as a developer and licensor of computer software in the Australasian
region.
Concentration of customers – A major Australian customer in the finance sector represented 98.5% of sales revenue for the
year (2015:98.5% of sales revenue from unrelated parties)
Note 22 Loss per share
Consolidated
2016
$'000
2015
$'000
Loss after income tax attributable to the owners the parent
(1,411,015)
(592,989)
Weighted average number of ordinary shares used in calculating basic earnings per share
74,552,255 32,423,440
Number
Number
Basic loss per share
Cents
Cents
(1.89)
(1.83)
33
Knosys Limited
Directors' declaration
30 June 2016
In the directors' opinion:
● the attached financial statements and notes comply with the Corporations Act 2001, the Australian Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
● the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 1 to the financial statements;
● the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at
30 June 2016 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; and
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
________________________________
Hon. Alan Stockdale AO
Director
29 August 2016
Melbourne
34
Knosys Limited
Additional information for listed companies
1.
Shareholding as at 23 August 2016
a.
Distribution of Shareholders
Category (size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
Above 100,001
Number Number
Holders Ordinary
Shares
3
33
61
1,220
113,378
554,577
270
11,006,130
60
66,424,081
427
78,099,386
b.
The number of shareholdings held in less than marketable parcels is 5.
c.
The names of the substantial shareholders listed in the holding Consolidated Group’s
register as at 23 August 2016 are:
Shareholder
1 Panchito Services Pty Ltd
2 Earthrise Holdings Pty Ltd
3 Vabake Pty Ltd and Vabake Pty Ltd
Number
Ordinary
shares
19,471,130
19,100,000
9,921,130
%
24.93
24.46
12.70
d.
Voting Rights
The voting rights attached to each class of equity security are as follows:
Ordinary shares
—
Each ordinary share is entitled to one vote when a poll is called, otherwise each
member present at a meeting or by proxy has one vote on a show of hands.
37
Number of
Ordinary
Fully Paid
Shares Held
% Held of
Issued
Ordinary
Capital
19,471,130
19,100,000
9,550,000
3,480,616
2,250,000
1,047,799
492,506
450,000
450,000
425,000
420,513
413,365
371,130
357,142
354,500
320,000
300,000
264,798
251,844
250,000
60,020,343
24.93
24.46
12.23
4.46
2.88
1.34
0.63
0.58
0.58
0.54
0.54
0.53
0.48
0.46
0.45
0.41
0.38
0.34
0.32
0.32
76.85
Knosys Limited
Additional information for listed companies
e.
20 Largest Shareholders — Ordinary Shares
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Panchito Services Pty Ltd
Earthrise Holdings Pty Ltd
Vabake Pty Ltd
HSBC Custody Nominees (Australia) Limited
Gale Enterprises (Aust) Pty Ltd
Alocasia Pty Limited
Peta Pty Ltd
Haven Super Pty Ltd
Vault (WA) Pty Ltd
P & D Williamson Super Pty Ltd
Netwealth Investments Limited
Sansar Pty Ltd
Vabake Pty Ltd
Mr Brendan Patrick Waller
Hydronomees Pty Ltd
Yallipse Pty Ltd
Jobrat Pty Ltd
Unrandom Pty Ltd
Vonetta Pty Ltd
Blackwood Bruce Trading Pty Ltd
2.
3.
The name of the Company Secretary is Mr Stephen Kerr.
The address of the principal registered office in Australia is:
Suite 9.08, Level 9, 2 Queen Street
MELBOURNE VIC 3000
Telephone 03 9046 9700
4.
Registers of securities are held at the following addresses:
Automic Registry Services
Suite 1A, Level 1, 7 Ventnor Avenue
WEST PERTH WA 6005
5.
Securities Exchange Listing
Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges
of the Australian Securities Exchange Limited.
6. In accordance with ASX Listing Rule 4.10.19, the Consolidated Group advises that, since listing on
9 September 2016, it has used its cash in a way consistent with its business objectives.
38