N1 Holdings Limited
Corporate directory
30 June 2022
Directors
Ren Hor Wong, Executive Chairman, CEO
Jia Penny He, Executive Director, CFO
Frank Ganis, Independent Non-Executive Director
David Holmes, Independent Non-Executive Director
Company secretary
Anand Sundaraj
Registered office
Share register
Auditor
Solicitors
Suite 502, 77 King Street Sydney NSW 2000
+61 2 9262 6262
Link Market Services Limited
Level 12, 680 George Street
Sydney NSW 2000
+61 1300 554 474
Crowe Sydney
Level 24, 1 O’Connell Street
Sydney NSW 2000
Sundaraj & Ker
Level 31, 264 George Street
Sydney NSW 2000
Stock exchange listing
N1 Holdings Limited shares are listed on the Australian Securities Exchange (ASX
code: N1H)
Corporate Governance Statement N1 Holdings Limited and the board are committed to achieving and demonstrating
the appropriate standards of corporate governance for an entity the size and stage
of development of the company. N1 Holdings Limited has reviewed its corporate
governance practices against the Corporate Governance Principles and
Recommendations (4th edition) published by the ASX Corporate Governance
Council. The 2022 corporate governance statement reflects the corporate
governance practices in place during the financial year ended 30 June 2022. The
2022 corporate governance statement was approved by the board on 23
September 2022. A description of the Group's current corporate governance
practices is set out in the Group's corporate governance statement which can be
viewed at: http://www.n1holdings.com.au/
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N1 Holdings Limited
Chairman report
30 June 2022
Dear fellow shareholders,
I am pleased to present you with the N1 Holdings Limited (Company or N1) annual report for the financial year ended 30
June 2022 (FY22). Overall, the Company concluded FY22 by achieving a set of exciting milestones that are a key indication
of the Company’s strong and improving performance, namely, the Company achieving record revenue, record EBIDTA,
record NPAT and record net positive operating cash flow for FY22.
The state of N1’s business
N1’s core business is property lending with a niche focus on SME owners or self-employed borrowers (SME Lending). This
is then supplemented by the Company’s expertise and operations in the activities of mortgage management and mortgage
broking. In combination, these present a revenue model comprising three components: net interest margin and fees in SME
Lending, upfront and trail commissions from mortgage management and mortgage broking activities.
During FY22, the Company strengthened its position in the market as a property-backed SME lender and mortgage fund
investment manager. This is in full alignment to the previous strategy adopted for the financial year ended 30 June 2021
(FY21). Furthermore, the Company has sought to maintain its competitive advantage in funding source resilience with this
being a priority in the management of the business. During FY22, we attained a new funding size milestone of over $101
million, being comprised of balance sheet funding, capital from open-end pooled SME mortgage funds issued and managed
by N1 Venture Pty Ltd (trading as N1 Asset Management) and a debt facility.
The performance of N1 business
The Company concluded FY22 with a positive operating cashflow of $11.85 million, record revenue of $11.02 million, record
EBITDA of $1.84 million and profit of over $1.1 million. Additionally, the revenue from funds under management in the One
Lending Fund was $3.13m in FY22 compared to revenue of $2.94m from FY21. The revenue of the One Lending Fund is
not consolidated into the Company’s balance sheet as the One Lending Fund is a separate SME lending fund managed by
N1 Asset Management (trading as N1 Asset Management), a wholly owned subsidiary of the Company.
Whilst not a common metric, management of the Company have sought to also monitor and report performance in terms
of the Company’s overall employee headcount (Headcount). In FY22, revenue per Headcount was $580,000, NPAT per
Headcount was $58,000and EBIDTA per Headcount was $97,000. The Company considers the Headcount metric and
these FY22 results to be indicators of the Company’s historical lean-management practice. This practice has formed the
foundation of the Company’s core infrastructure of successfully managing and deploying capital for optimal risk-adjusted
return (Infrastructure). More specifically, the Infrastructure is a set of systems along the value chain of capital raising,
loans origination, risk management, distribution channels and post-deployment management. The Company considers that
the Infrastructure is well positioned to strengthen over time due to the aforementioned management practices, well-
documented internal policies and strong corporate governance. Separately, the prospect of further growth to the
Infrastructure is supported by the Company’s loan receivables pool parameters and mortgage trail-book.
The market of N1 business
The Company considers the N1 Infrastructure to be an opportunity for investors to seek protection for their capital as well
as a means to navigate the ever-changing lending landscape and evolving business operating environment. The Company
is pleased to have emerged stronger out of the COVID-19 pandemic and now enters the post-pandemic economic
environment well-equipped with its expertise and established Infrastructure. Notwithstanding, the Company is also aware
that all businesses are being presented with challenges of spiralling inflation, rising rates environment and disruptive
economic factors amid full employment mode in Australia.
Whilst these market factors are a cause for concern for any business, the Company also considers that they may create
opportunities for N1’s business model. The management of N1 is therefore excited with the opportunity to be the leading
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N1 Holdings Limited
Chairman report
30 June 2022
alternative SME lender, mortgage fund investment manager and trusted advisor to SME owners. If the next financial year
is managed correctly, which I have full confidence in the team of N1 and their track record, I hope to have the honour to
present you with an even more exciting annual report for FY23.
Happy business 2k23!
Yours faithfully,
Ren Hor Wong
Executive Chairman and Chief Executive Officer
23 September 2022
Sydney
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N1 Holdings Limited
Chairman report
30 June 2022
4 4
N1 Holdings Limited
Contents
30 June 2022
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 N1 Holdings Limited
Shareholder information
General information
6
18
19
20
21
22
23
57
58
62
The financial statements cover N1 Holdings Limited as a Group consisting of N1 Holdings Limited and the entities it
controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is N1
Holdings Limited's functional and presentation currency.
N1 Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered
office and principal place of business is:
Suite 502, 77 King Street
Sydney NSW 2000
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which
is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 23 September 2022.
The directors have the power to amend and reissue the financial statements.
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N1 Holdings Limited
Directors' report
30 June 2022
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter
as the 'Group') consisting of N1 Holdings 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 2022.
Dividends
The directors have determined that an unfranked franked dividend with total $201,378 will be declared after 30 June 2022.
Note there were no dividends paid, recommended or declared during the current or previous financial year.
Principal activities
During the financial year the principal continuing activities of the Group consisted of:
●
●
●
●
●
commercial lending business;
mortgage broking services;
advisory, fund management and trustee services;
migration services; and
real estate property sale and management services.
Review of operations
The financial year has seen a significant growth in the Company’s revenue, EBITDA and profitability. The Company
generated revenue of $11.02m (FY21: $5.39m), which represents a growth of 104% to revenue in FY21 and delivered a
net profit of $1,102,369 (FY21: net profit of $139,570). EBITDA has improved to $1,836,700 (FY21: EBITDA $1,075,313).
Profit/(loss) before income tax
Add: Depreciation and amortisation
Add: Interest expense – Corporate*
EBITDA
Consolidated
2022
$
2021
$
1,102,369
449,675
284,656
139,570
567,263
368,480
1,836,700
1,075,313
*Interest expenses and interest income from commercial loan receivables are included in the EBITDA. The EBITDA only
excludes the interest expenses relating to the corporate loans, bank loans for realty rent roll as well as interest expenses
in relation to AASB 16 Leases.
Throughout the course of FY22, the Company has strengthened its position in the market as a property-backed SME
lender and mortgage fund investment manager. This is in fully alignment to previous FY strategy. The management of the
Company continues to step up its competitive advantage in funding source resilience, conduct direct lending operations
with funding via a diversified set of sources including balance sheet, open-end pooled mortgage fund (operated though
the Company’s Asset Management arm, N1 Venture Pty Ltd, holds AFSL 477879) and debt facilities. N1 seeks to capitalise
the opportunity presented by the evolving property lending landscape resulted from the rate raising environment,
meanwhile long-term real estate demand is aligned to Australia's population growth.
The investment strategy of the Company is to focus on short term property lending portfolio, with resilient to pricing and
property valuation reset with close alignment to market sentiment. Credit committee focus on the strength of property and
borrower’s financial position, with averse to construction loan and favouring residentials and income-generating
commercial property.
The external FUM revenue of One Lending Fund was $3.13m (unaudited) for FY22 (FY21 $2.94m), which is not
consolidated into the Group's consolidated financial statements as the Fund is a separate SME lending fund managed by
N1 Asset Management (N1 Venture Pty Ltd), a 100% owned subsidiary of N1H. Total funds under management as of 30
June 2022 is $21.95m ($23.48m as at 30 June 2021).
Notwithstanding the shift of the Company’s core business into being a direct SME lender, the Company’s mortgage broking
and mortgage management business continues to thrive and has since reinitiated the accumulation of recurring trail
income, attaining an asset value of $958,079 as at 30 June 2022 (30 June 2021: $576,346).
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N1 Holdings Limited
Directors' report
30 June 2022
The COVID-19 pandemic has had a significant impact on global economies and Australia is no exception. This has
unfortunately caused disruption to the workings of society and economy well into the reported financial year. The Company
has implemented various measures to support the health and wellbeing of its staff as well as the viability of all business
units. At the same time, the Company’s robust risk management framework continues to mitigate the adverse impact of
the health crisis.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
As described in note 20, on 17 August 2022, 1 million convertible notes were converted to shares in the Company at a
price of $0.20 per share, increasing share capital by $200,000.
On 5 September 2022, 500,000 convertible notes were converted to shares in the Company at a price of $0.2 per share,
increasing share capital by $100,000.
On 23 September 2022, the company declared an unfranked dividend of $201,378.
No other matters or circumstance has arisen since 30 June 2022 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
Information on likely developments in the operations of the Group 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 Group.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Shares under option
There were no unissued ordinary shares of N1 Holdings Limited under option outstanding at the date of this report.
Shares issued on the exercise of options
There were no ordinary shares of N1 Holdings Limited issued on the exercise of options during the year ended 30 June
2022 and up to the date of this report.
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.
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
There were no non-audit services provided during the financial year by the auditor.
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N1 Holdings Limited
Directors' report
30 June 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
immediately after this directors' report.
Directors
The following persons were directors of N1 Holdings Limited during the whole of the financial year and up to the date of
this report, unless otherwise stated:
Mr Ren Hor Wong (Executive Chairman, CEO, appointed 24 November 2015);
Ms Jia Penny He (Executive Director, CFO, appointed 24 November 2015);
Mr David Holmes (Independent Non-executive Director, appointed 15 January 2019); and
Mr Frank Ganis (Independent Non-executive Director, appointed 1 September 2020).
Company Secretary
Mr Anand Sundaraj (Company Secretary, appointed 24 November 2015)
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N1 Holdings Limited
Directors' report
30 June 2022
Mr Ren Hor Wong (Executive Chairman, CEO)
Qualifications, experience and
special responsibilities
Mr Wong is the founder, Executive Chairman and Chief Executive Officer of the Company.
Mr Wong has been responsible for developing the Company’s business strategy and
expanding its business into Asia Pacific.
Prior to establishing the Company, Mr Wong had, over a span of 6 years, applied his
entrepreneurial and management skills in industries ranging from courier services, printing
services and real estate. He has previously founded and successfully exited various
businesses including Copiko Printing, Sydneymove.com.au and Packers Unpackers.
Mr Wong is a licensed mortgage broker and fluent in both spoken and written Mandarin and
Cantonese.
Mr Wong conducts regular seminars and provides topical discussions across Asia in relation
to Australian property investments and financing. Mr Wong has also published multiple
guides and learner books for release in China.
Mr Wong holds a Bachelor of Engineering with Honours from University of New South
Wales.
Interest in shares and options in
the Company (Shares and
Options, respectively)
Directorships held in other listed
entities during the three years
prior to the current year
50,298,257 Shares
None
Ms Jia Penny He (Executive Director, CFO)
Qualifications, experience and
special responsibilities
Ms He is a Certified Practising Accountant with over 15 years combined industry
experience in accounting, financial planning and mortgage broking.
Ms He joined the Group in May 2014 as the Accounting and Tax Adviser and Principal
Financial Planner. Ms He was subsequently appointed as the Company’s Chief Financial
Officer. Her current role within the Company includes all financial management, tax and
reporting functions of the business.
Prior to joining the Company, Ms He served as an executive for Cabot Square Chartered
Accountants from July 2006 to May 2014.
Ms He holds a Master of Accounting degree from Macquarie University and is also an
ATO registered tax agent holding a Public Practice Certificate.
Interest in Shares and Options
709,468 Shares
Directorships held in other
listed entities during the three
years prior to the current year
None
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N1 Holdings Limited
Directors' report
30 June 2022
Mr David Holmes (Independent Non-Executive Director)
Qualifications, experience and
special responsibilities
Mr Holmes has over 31 years’ experience in the financial services industry having held senior
roles in the UK and Australia. He was Head of Mortgage Credit for Citibank UK before
becoming COO at Preferred Mortgages, one of the first non-conforming lenders in the UK. In
August 2000 David moved to Australia and was one of the founding Executives at Pepper
Money. While at Pepper Money he served as COO and Global Head of Credit with
responsibility for the establishment and maintenance of credit polices throughout Australia,
Ireland and South Korea. David was instrumental in Pepper Money gaining warehouse
funding facilities from three of the major banks in Australia.
Mr Holmes holds a Bachelor of Arts (with Honours) from University of Warwick.
Interest in Shares and Options
Nil
Directorships held in other listed
entities during the three years
prior to the current year
None
Mr Frank Ganis (Independent Non-Executive Director)
Qualifications, experience and
special responsibilities
Mr Ganis has over 40 years’ domestic and international experience in banking and finance with
an extensive background and deep knowledge of financial services. He is recognised as a
pioneer and influential industry leader in Australia.
Prior to retirement from full time executive work in 2017, Mr Ganis spent 28 years at Macquarie
Group including 17 years as an Executive Director. In addition to his executive responsibilities,
Mr Ganis also fulfilled a broad range of board and chair roles for a number of Macquarie’s
domestic and international subsidiaries and was a member of various regulatory and credit
committees.
Frank currently services as a board member for several public and private companies and
various industry advisory roles.
Frank is a Fellow of the Australian Property Institute (FAPI) and a Graduate of the Australian
Institute of Company Directors (GAICD).
Interest in Shares and Options
430,000 Shares
Directorships held in other listed
entities during the three years
prior to the current year
Former Non-Executive Director – Yellow Brick Road Holdings Limited (ASX: YBR)
Mr Anand Sundaraj (Company Secretary)
Qualifications, experience and
special responsibilities
Anand Sundaraj is a corporate lawyer with over 20 years’ experience. He is a principal of
Sydney-based law firm, Sundaraj & Ker. Mr Sundaraj specialises in advising on mergers and
acquisitions and capital raisings for both publicly listed and privately held entities. He also
advises on funds management and general securities law matters including listing rule
compliance and corporate governance. Mr Sundaraj has worked for a number of pre-eminent
law firms including Herbert Smith Freehills, King & Wood Mallesons, and Allen & Overy, as well
as global investment bank, Credit Suisse AG.
Mr Sundaraj holds a Bachelor of Laws (with Honours) and a Bachelor of Science from Monash
University and is admitted as a solicitor of the Supreme Courts of New South Wales and
Victoria.
Interest in Shares and Options
10,000 Shares
Directorships held in other listed
entities during the three years
prior to the current year
None
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N1 Holdings Limited
Directors' report
30 June 2022
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2022,
and the number of meetings attended by each director were:
Ren Hor Wong
Jia Penny He
David Holmes
Frank Ganis
Remuneration report
Remuneration policy
Number
eligible to
attend
Number
attended
5
5
5
5
5
5
5
5
The remuneration policy of the Company has been designed to align key management personnel (KMP) objectives with
shareholder and business objectives by providing a fixed remuneration component and offering specific long-term
incentives based on key performance in areas affecting the Group‘s financial results. The Board believes the remuneration
policy to be appropriate and effective in its ability to attract and retain the high-quality KMP to run and manage the Group,
as well as create goal congruence between Directors, executives and Shareholders.
The Board’s policy for determining the nature and amount of remuneration for KMP of the Group is as follows:
— The remuneration policy is to be developed by the Board (having regard to the Company’s earnings and the
consequences of the Company’s performance on shareholder wealth, in each case in the most recent financial year
and previous 4 financial years) and the Board may seek advice on the policy from independent external consultants
at its discretion.
— All KMP receive a base salary (which is based on factors such as length of service and experience), superannuation,
fringe benefits options and performance incentives.
— Performance incentives are generally only paid once and conditional on key performance indicators (KPIs) having
been met.
—
Incentives paid in the form of options or rights are intended to align the interests of the Directors and the Company
with those of the Shareholders. In this regard, KMP are prohibited from limiting the risk attached to those instruments
by use of derivatives or other means.
— The Board reviews KMP packages annually by reference to the Group’s performance, executive performance and
comparable information from industry sectors.
The performance of KMP is measured against criteria agreed annually with each executive and is based predominantly
on the forecast growth of the Group’s profits and Shareholders’ value. All bonuses and incentives must be linked to
predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives,
bonuses and options, and can recommend changes. Any change must be justified by reference to measurable
performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance
results leading to long-term growth in Shareholder wealth.
KMP receive, at a minimum, the superannuation guarantee contribution required by law, which is currently 10% of the
individual's ordinary earnings. Some individuals, however, have chosen to sacrifice part of their salary to increase
payments towards superannuation.
The Board's policy is to remunerate non-executive Directors at market rates for time, commitment and responsibilities.
The Board determines payments to the non-executive Directors and reviews their remuneration annually, based on market
practice, duties and accountability. Independent external advice is sought when required. Fees that can be paid to a non-
executive Director is contained in that Directors’ consultancy service agreement.
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N1 Holdings Limited
Directors' report
30 June 2022
Remuneration structure
There have been no significant changes after the Company’s listing on ASX. The table below summarises the
remuneration components of KMP of the Group.
Remuneration
component
Fixed
remuneration
Short-term
incentive
Long-term
incentive
Reward Type
Purpose
Link to performance
Salaries,
superannuation
and other fixed
benefits
Bonus paid in
cash
Share options
To provide competitive
fixed remuneration set
with reference to role,
market and experience
Rewards executives for
their contribution to
achievement of Group
outcome
Rewards executives for
their contribution to the
creation of shareholder
value over the longer term
Company and individual
performance are
considered during the
annual review
Revenue of the Group
Vesting of the awards is
dependent on absolute
total Shareholder return in
addition to continuous
service vesting conditions.
Performance-based Remuneration
The KPIs are set annually, with a certain level of consultation with KMP. The measures are specifically tailored to the area
each individual involved is in and has a level of control over. The KPIs target areas that the Board believes hold greater
potential for Group expansion and profit covering financial and non-financial as well as short and long-term goals. The
level set for each KPI is based on budgeted figures for the Group and respective industry standards.
Performance in relation to the KPIs is assessed annually, with bonuses being awarded depending on the number and
deemed difficulty of the KPIs achieved. Following the assessment, the KPIs are reviewed by the remuneration committee
in light of the desired and actual outcomes, and their efficiency is assessed in relation to achieving the Group’s goals and
shareholder value, before the KPIs are set for the following year.
In determining whether or not a KPI has been achieved, the Company bases the assessment on audited figures, however,
where the KPI involves comparison of the Group or a division within the Group to the market, independent reports are
obtained from other research organisations.
Relationship between remuneration policy and Company performance
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives.
Two methods have been applied to achieve this aim, the first being a performance-based bonus (i.e. based on KPI), and
the second being the issue of options to the majority of Directors and executives to encourage the alignment of personal
and shareholder interests. The Company believes this policy has been effective in increasing shareholder value over the
past years.
Performance conditions linked to remuneration
The Group seeks to emphasise reward incentives for results and continued commitment to the Group through the provision
of various cash bonus reward schemes, specifically the incorporation of incentive payments based on the achievement of
revenue targets, return on equity ratios, and continued employment with the Group.
The performance-related proportions of remuneration (based on KPI targets) are included in the following table. The
objective of the reward schemes is to both reinforce the short and long-term goals of the Group and provide a common
interest between Management and Shareholders. There has been no alteration to the terms of the bonuses paid since the
grant date.
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N1 Holdings Limited
Directors' report
30 June 2022
The satisfaction of the performance conditions is based on a review of the audited financial statements of the Group and
publicly available market indices and as such these figures reduce any risk of contention relating to payment eligibility.
The Board does not believe that performance conditions should include a comparison with any other measures or factors
external to the Group at this time.
The performance-based bonus schedule is detailed below, which has only available to executive Directors since 1 July
2016. $15,000 were paid to executive Directors during FY2022, of which $10,000 were paid to Ren Hor Wong and $5,000
were paid to Jia Penny He.
Minimum revenue achieved by the
Company for a financial year
Bonus
Ren Hor Wong
$5 million
$5.5 million
$6 million +
$10,000
$16,000
$20,000
Maximum achievable bonus is used in below calculation.
Bonus
Jia Penny He
$5,000
$8,000
$10,000
Fixed remuneration
Remuneration linked to performance
2022
2021
2022
2021
Directors and secretaries
Ren Hor Wong
95.15%
Jia Penny He
David Holmes
Paul Jensen
Frank Ganis
95%
100%
100%
100%
94.74%
94.74%
100%
100%
100%
4.85%
5%
0%
0%
0%
5.26%
5.26%
0%
0%
0%
The following tables provide employment details of persons who were, during FY2022, members of KMP of the Group.
The table also illustrates the proportion of remuneration that was performance and non-performance based.
Positions of KMPs and their employment details
Position held
Contract duration
Employment
type
Termination
notice period
Ren Hor Wong
Chairman, CEO
18/03/2016 - Ongoing
Permanent
Jia Penny He
David Holmes
Frank Ganis
Executive
Director, CFO
Independent Non
Executive Director
Independent Non
Executive Director
18/03/2016 - Ongoing
Permanent
15/01/2019 - Ongoing
01/09/2020 - Ongoing
Consultancy
agreement
Consultancy
agreement
3 months
3 months
10 business
days
10 business
days
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N1 Holdings Limited
Directors' report
30 June 2022
Key terms of KMP contract
Chief Executive Officer
— The CEO receives fixed remuneration of $400,000 per annum plus superannuation contributions under the
Superannuation Guarantee (Administration) Act 1992 (Cth) and the Superannuation Guarantee Charge Act 1992
(Cth).
—
In addition to the fixed remuneration, the CEO will be entitled to a bonus on the following terms:
Minimum revenue achieved by the
Company for a financial year
Bonus
Ren Hor Wong
$5 million
$5.5 million
$6 million +
$10,000
$16,000
$20,000
— The Company provide a car benefit to the CEO and a car allowance of $1,000 pm.
— Fixed and incentive remuneration is reviewed and determined annually.
— Termination notice period is 3 months or without notice in the event of breach of services agreement between Mr
Wong and the Company or serious misconduct.
— Restraint period being up to 24 months.
Chief Financial Officer
— The CFO receives fixed remuneration of $200,000 per annum plus superannuation contributions under the
Superannuation Guarantee (Administration) Act 1992 (Cth) and the Superannuation Guarantee Charge Act 1992
(Cth).
—
In addition to the fixed remuneration, the CFO will be entitled to a bonus on the following terms:
Minimum revenue achieved by the
Company for a financial year
Bonus
Jia Penny He
$5 million
$5.5 million
$6 million +
$5,000
$8,000
$10,000
— Fixed and incentive remuneration will be reviewed and determined annually.
— Termination notice period is 3 months or without notice in the event of breach of services agreement between Ms
He and the Company or serious misconduct.
— Restraint period being up to 24 months.
Independent Non-Executive Director – David Holmes
— The remuneration (Service Fee) of the Non-Executive Director is $66,000 per annum including Superannuation.
— The Service Fee will be reviewed and determined annually.
— Termination notice period is 10 business days or immediately in the event of breach of services agreement between
the relevant Non-Executive Director and the Company or serious misconduct.
Independent Non-Executive Director – Frank Ganis
— The remuneration (Service Fee) of the Non-Executive Director is $118,800 per annum including Superannuation.
— The Service Fee will be reviewed and determined annually.
— Termination notice period is 10 business days or immediately in the event of breach of services agreement between
the relevant Non-Executive Director and the Company or serious misconduct.
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N1 Holdings Limited
Directors' report
30 June 2022
Remuneration of KMP
2022
Short term employee benefits
Salaries
Bonus
Other
(note 1)
Post-
employment
benefits
Superannuation
Long term
employee
benefits
Long service
leave
Share
based
payments
Options
Total
$395,285
Directors and Secretaries
Ren Hor
Wong
Jia Penny
He
David
Holmes
Frank
Ganis*
$188,942
$88,023
$60,023
$10,000
$2,550
$23,568
$15,115
$5,000
-
-
-
-
-
$19,527
$7,389
$5,977
$8,777
-
-
-
-
-
-
$446,518
$220,858
$66,000
$96,800
* Representing director remuneration and additional consulting fee for Frank Ganis.
2021
Short term employee benefits
Salaries
Bonus Other
(note 1)
Post-
employment
benefits
Superannuation
Long term
employee
benefits
Long service
leave
Share
based
payments
Options
Total
$181,381
$374,762
Directors and Secretaries
Ren Hor
Wong
Jia Penny
He
David
Holmes
Paul
Jensen*
Frank
Ganis*
$45,205
$10,950
$60,274
-
-
-
-
-
$5,569
$21,003
-
-
-
-
$17,100
$5,726
-
$4,295
$9,173
$4,438
-
-
-
-
-
-
-
-
$410,506
$202,919
$66,000
$10,950
$49,500
* Representing remuneration from 1 July 2020 to 31 August 2020 for Paul Jensen and remuneration from 1 September 2020 to 30 June
2021 for Frank Ganis.
Note 1: The Company provides car benefits to the CEO.
Options and rights granted as remuneration
The terms and conditions relating to Options granted as remuneration during the year to KMP are as follows:
The options at the end of the current year are nil and lapsed during the year of 2021.
2021
Number of
options
beginning
of the year
Granted
No.
Exercised
during the
year
Lapsed
during the
year
Number of
options at
the end of
the year
Vested
Unvested
Jia Penny He
750,000
-
-
750,000
-
-
-
Note: The option expiry date is 14 December 2020.
15
N1 Holdings Limited
Directors' report
30 June 2022
Description of Options/rights issued as remuneration
Details of the Options granted as remuneration to those KMP and executives listed in the previous table are as follows:
Tranche Grant date Number of
options
granted
Exercising
value
Exercising
price
Vesting
date
Reason for
grant
Jia Penny
He
1
14/12/2015 750,000
$150,000
$0.2
14/12/2018
Employee
share option
Tranche
Fair value per option at
granting date
Vesting conditions
Jia Penny He
1
$0.0544
Continuous employment with the Group
from 14/12/2015 to 14/12/2018
Option values at grant date were determined by applying the Binomial Approximation valuation methodology.
KMP shareholdings
The number of ordinary shares in the Company held by each KMP of the Group during the financial year is as follows:
2022
Number of
Shares
beginning
of the year
Received as
remuneration
during year
Received
on
exercising
Options
Shares
purchased
Ren Hor Wong
50,268,945
Jia Penny He
308,168
Frank Ganis
117,500
-
-
-
-
-
-
29,412
401,300
312,500
2021
Number of
Shares
beginning
of the year
Received as
remuneration
during year
Received
on
exercising
Options
Shares
purchased
Number of
Shares at
the end of
the year
50,298,357
709,468
430,000
Number of
Shares at
the end of
the year
Ren Hor Wong
50,024,000
Jia Penny He
250,000
Frank Ganis
-
-
-
-
-
-
-
244,945
50,268,945
58,168
117,500
308,168
117,500
Other equity-related KMP transactions
There have been no other transactions involving equity instruments apart from those described in the tables above relating
to Options, Rights and Shares.
Loans to KMP
There are no loans from the Company to KMP as at 30 June 2022.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2022.
16
N1 Holdings Limited
Directors' report
30 June 2022
Options
There were no options over ordinary shares issued and/or granted to directors and other key management personnel as part
of compensation that were outstanding as at 30 June 2022.
This concludes the remuneration report, which has been audited.
Auditor
Crowe Sydney 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
Ren Hor Wong
Executive Chairman and CEO
Date: 23 September 2022
17
Crowe Sydney
ABN 97 895 683 573
Level 24, 1 O’Connell Street
Sydney NSW 2000
Main +61 (02) 9262 2155
Fax +61 (02) 9262 2190
www.crowe.com.au
23 September 2022
The Board of Directors
N1 Holdings Limited
Suite 502, 77 King Street
Sydney NSW 2000
Dear Board Members
N1 Holdings Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the Directors of N1 Holdings Limited.
As lead audit partner for the audit of the financial report of N1 Holdings Limited for the financial year
ended 30 June 2022, I declare that to the best of my knowledge and belief, that there have been no
contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely,
Crowe Sydney
Suwarti Asmono
Partner
Liability limited by a scheme approved under Professional Standards Legislation.
The title ‘Partner’ conveys that the person is a senior member within their respective division, and is among the group of persons who hold an
equity interest (shareholder) in its parent entity, Findex Group Limited. The only professional service offering which is conducted by a partnership
is external audit, conducted via the Crowe Australasia external audit division and Unison SMSF Audit. All other professional services offered by
Findex Group Limited are conducted by a privately owned organisation and/or its subsidiaries.
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a
separate and independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe
Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or
partnership interest in Findex (Aust) Pty Ltd. Services are provided by Crowe Sydney, an affiliate of Findex (Aust) Pty Ltd. Liability limited by a
scheme approved under Professional Standards Legislation.
© 2022 Findex (Aust) Pty Ltd
18
N1 Holdings Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2022
Revenue from continuing operation
Other income
Expenses
Commercial lending interest expense
Consulting and referral fees
Employee cost
IT and technology
Sales and marketing
Rent and utilities
Professional fee
Office and administrative expense
Finance cost
Travel cost
Depreciation and amortisation
Other operation cost
Loss from write-off of other financial assets
Profit before income tax expense
Income tax expense
Profit after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Consolidated
Note
2022
$
2021
$
3
4
5
6
6
40
26
11,016,213
5,388,462
275,288
412,184
(4,600,824)
(1,461,923)
(2,484,094)
(13,182)
(184,416)
(121,985)
(313,560)
(185,375)
(323,943)
(46,806)
(449,675)
(4,297)
948
(771,582)
(926,721)
(2,319,574)
(3,859)
(56,993)
(91,562)
(330,517)
(186,507)
(383,049)
(18,327)
(567,263)
(3,701)
(1,421)
1,102,369
139,570
-
-
1,102,369
139,570
-
-
1,102,369
139,570
Cents
Cents
Basic earnings per share
Diluted earnings per share
1
1
1.3
1.3
0.2
0.2
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes
19
N1 Holdings Limited
Consolidated statement of financial position
As at 30 June 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Commercial loan receivables
Other financial assets
Other current assets
Total current assets
Non-current assets
Contract assets
Investments in associate and joint venture
Other financial assets
Property, plant and equipment
Deferred tax assets
Intangible assets
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Loan and borrowings
Lease liabilities
Deferred income
Provisions
Total current liabilities
Non-current liabilities
Contract liabilities
Loan and borrowings
Lease liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets/(liabilities)
Equity
Issued capital
Reserves
Retained earnings
Total equity/(deficiency)
Note
Consolidated
2022
$
2021
$
7
8
9
10
11
12
14,142,721
1,619,105
259,428
59,994,313
170,382
31,045
3,211,848
1,321,889
235,139
6,600,583
371,507
152,455
76,216,994 11,893,421
9
13
14
15
41
16
17
698,651
1
157,927
1,035,325
334,609
1,198,162
265,365
3,690,040
341,207
51
167,047
1,404,294
213,225
1,270,831
245,803
3,642,458
79,907,034 15,535,879
18
19
20
21
22
23
1,278,210
71,683
23,261,073
331,833
1,685,369
242,826
26,870,994
948,672
11,291
5,704,780
326,117
121,786
152,909
7,265,555
19
20
21
41
23
193,044
51,072,064
630,625
334,609
180,956
52,411,298
16,383
8,441,073
962,459
213,225
114,811
9,747,951
79,282,292 17,013,506
624,742
(1,477,627)
24
25
26
6,654,061
206,524
(6,235,843)
5,654,061
206,524
(7,338,212)
624,742
(1,477,627)
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
20
N1 Holdings Limited
Consolidated statement of changes in equity
For the year ended 30 June 2022
Consolidated
Balance at 1 July 2020
Issued
capital
$
Retained
Reserves
$
profits
$
Total
deficiency in
equity
$
5,654,061
206,524
(7,477,782)
(1,617,197)
Profit after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
-
-
-
-
-
-
139,570
-
139,570
-
139,570
139,570
Balance at 30 June 2021
5,654,061
206,524
(7,338,212)
(1,477,627)
Consolidated
Balance at 1 July 2021
Issued
capital
$
Retained
Reserves
$
profits
$
Total equity
$
5,654,061
206,524
(7,338,212)
(1,477,627)
Profit after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
-
-
-
Transactions with owners in their capacity as owners:
Conversion of convertible notes
1,000,000
-
-
-
-
1,102,369
-
1,102,369
-
1,102,369
1,102,369
-
1,000,000
Balance at 30 June 2022
6,654,061
206,524
(6,235,843)
624,742
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
21
N1 Holdings Limited
Consolidated statement of cash flows
For the year ended 30 June 2022
Cash flows from operating activities
Receipts from customers
Receipt of government grants
Interest received from bank deposit
Payments to suppliers and employees
Net increase in fund lent as commercial loans
Net Increase in fund received for commercial loans
Interest and other finance costs paid for commercial loans
Note
Consolidated
2022
$
2021
$
12,779,180
258,166
2,540
(5,260,899)
(53,393,729)
62,070,000
(4,600,824)
4,744,627
380,885
3,406
(3,887,620)
(1,122,583)
1,860,000
(779,364)
Net cash from operating activities
42
11,854,434
1,199,351
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of Intangible assets
Investment in other financial assets
Investment in associates and joint ventures
Loan to related party
Loan to third parties
Proceeds from disposal of plant and equipment
Net cash from/(used in) investing activities
Cash flows from financing activities
Proceeds from borrowings and loans
Repayment of borrowings and loans
Payment of finance cost and interest
Repayment of other financial liability
Repayment of lease liabilities and interest expense
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
15
16
(14,893)
(4,225)
19,311
-
-
197,125
16,000
(4,142)
(102,481)
(9,120)
(1)
(517)
50,000
-
213,318
(66,261)
-
(504,780)
(239,212)
(21,600)
(371,287)
100,000
(182,390)
(323,730)
(16,941)
(279,760)
(1,136,879)
(702,821)
10,930,873
3,211,848
430,269
2,781,579
Cash and cash equivalents at the end of the financial year
7
14,142,721
3,211,848
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
22
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 1. Earnings per share
Profit after income tax
Consolidated
2022
$
2021
$
1,102,369
139,570
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share 82,541,874 81,555,573
Weighted average number of ordinary shares used in calculating diluted earnings per
share
82,541,874
81,555,573
Basic earnings per share
Diluted earnings per share
Note 2. Operating segments
Cents
Cents
1.3
1.3
0.2
0.2
Identification of reportable operating segments
The Group is organised into four operating segments: financial services, real estate services, migration services and other.
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.
Financial services
This segment refers to the operating activities in the area of financial service business mainly including:
- Mortgage broking
- Commercial loan lending
- Advisory service
The Group acts as a mortgage broker that provides its customers with advice and support and receives commission
payments on loans originated through its network of customers.
The Group lends funds to commercial borrowers and earns loan facility set up related fees, interest income as well as
management fees from mortgage funds issued and managed by N1 Venture Pty Ltd.
The Group provides financial advisory, trustee and fund management services to its customers and receives advisory
service fees.
Real estate services
The Group conducts real estate services through N1 Realty Pty Ltd and Sydney Boutique Properties Pty Ltd. The services
are currently focused on rental property management and property sales agent services.
Migration services
The Group provides migration services to its customers through N1 Migration Pty Ltd which holds a migration agent
licence.
Other segments represent services provided by the Group other than the above three categories, including investment
activities.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies
adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
23
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 2. Operating segments (continued)
Operating segment information
Consolidated - 2022
$
$
$
$
$
Financial
services
Real estate
services
Migration
services
Other
Total
Revenue
Revenue
Interest
Other income
Total revenue
10,495,931
2,238
224,231
10,722,400
447,443
-
616
448,059
72,839
15
38,304
111,158
-
287
9,598
9,885
11,016,213
2,540
272,749
11,291,502
Profit/(loss) before income tax expense
Income tax expense
Profit after income tax expense
Material items include:
Depreciation and amortisation expense
Commercial loan interest
Finance costs
1,996,505
99,969
(5,263)
(988,842)
1,102,369
-
1,102,369
267,084
4,600,824
36,932
64,125
-
30,652
-
-
3
118,466
-
256,356
449,675
4,600,824
323,943
Assets
Segment assets
Intersegment eliminations
Total assets
Liabilities
Segment liabilities
Intersegment eliminations
Total liabilities
83,190,038
2,934,677
65,566
80,627,936
4,852,796
142,397
34,997,128 121,187,409
(41,280,375)
79,907,034
24,262,458 109,885,587
(30,603,295)
79,282,292
24
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 2. Operating segments (continued)
Consolidated - 2021
$
$
$
$
$
Financial
services
Real estate
services
Migration
services
Other
Total
Revenue
Revenue
Interest
Other income
Total revenue
Profit/(loss) before income tax expense
Income tax expense
Profit after income tax expense
Material items include:
Depreciation and amortisation expense
Commercial loan Interest
Finance costs
Assets
Segment assets
Intersegment eliminations
Total assets
Liabilities
Segment liabilities
Intersegment eliminations
Total liabilities
4,874,021
2,699
335,099
5,211,819
430,725
-
20,973
451,698
83,717
17
34,900
118,634
-
690
17,807
18,497
5,388,463
3,406
408,779
5,800,648
899,411
11,135
(3,266)
(767,710)
268,718
771,582
67,379
171,270
-
33,757
-
-
32
127,275
-
281,881
12,311,530
2,614,947
66,948
26,773,889
12,974,346
4,633,035
138,516
14,821,964
139,570
-
139,570
567,263
771,582
383,049
41,767,314
(26,231,435)
15,535,879
32,567,861
(15,554,355)
17,013,506
Note 3. Revenue from continuing operation
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Mortgage brokering and commercial lending origination commission
Mortgage brokering trail commission
Net movement in trail commission asset valuation
Commercial lending fee and interest
Real estate service
Migration service
Advisory service
Geographical regions
Australia
Timing of revenue recognition
Consolidated
2022
$
2021
$
1,116,312
252,003
136,104
8,893,762
447,443
72,839
97,750
699,472
210,460
266,485
3,444,603
430,725
83,717
253,000
11,016,213
5,388,462
11,016,213
5,388,462
Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by
transferring the promised goods or services to its customers. The analysis of the revenue recognition point is as below:
25
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 3. Revenue from continuing operation (continued)
Mortgage brokering and commercial lending origination
commission
Trail commission
Commercial lending fee and interest
Real Estate service
Migration service
Advisory service
2022
2022
2021
2021
At point in
time
$
Over time
$
At point in
time
$
Over time
$
1,116,312
388,107
4,131,819
218,362
72,839
97,750
-
-
4,761,943
229,081
-
-
699,472
476,945
1,925,429
116,430
83,717
253,000
-
-
1,519,174
314,295
-
-
6,025,189
4,991,024
3,554,993
1,833,469
Mortgage broking services
The Group provides a service of introducing applicants to lenders as part of the process to originate a loan and receive
commissions for the service provided. The service activities that form part of this process are interrelated and
interdependent of each other and form a single performance obligation. The Group recognises commission as revenue
upon the settlement of loans, which is when the performance obligation is completed.
The deferral of a portion of the commission as trail commission is a mechanism by which lenders incentivise brokers to
introduce quality applicants that will not refinance their loans and therefore maximise the life of the loan. This mechanism
affects the transaction price, but it does not give rise to a separate performance obligation. As a result, trail commission is
also recognised as revenue upon settlement of loans and at the same time, the right to trail commission is recognised as
a contract asset on the statement of financial position. The contract asset will only become a financial asset (i.e. a
receivable) when the right to the consideration is unconditional. This is expected to be as each month’s entitlement to the
trail commission is established, i.e. when an invoice is raised to the aggregator.
The Group recognises trailing commission as revenue only if it is highly probable that a change in the estimate of the
variable consideration would not result in a significant reversal of the cumulative revenue already recognised.
The upfront origination commission is recognised at its transactions price and the trailing commission is recognised by
using the expected value approach constrained by avoiding possible future downward revenue adjustments (i.e., revenue
reversals).
The Group is a principal because it controls its service activities during the loan application process and is entitled to gross
commissions from lenders/aggregators. As a result the revenue for commission earned is presented on a gross basis.
The portion payable to commission-based brokers is recorded separately and recognised as trail commission liabilities at
reporting date.
Commercial lending service
The Group enters into contracts to lend funds to commercial borrowers. Under these contracts, the Group provides loan
services and earns commercial lending fees and interest income. Commercial lending fees are recognised as revenue
when the loan facility is set up. Interest income generated from the commercial lending is recognised when it is earned
over time.
Management fees received from funds under management are recognised when derived.
Real estate service
The Group enters into contracts with its customers to manage and/or sell properties on the customer’s behalf. Under these
contracts, the Group provides rental management and/or selling agent services.
As a result, the Group receives property management fees which are based on a percentage of rental collected on behalf
of the landlords. Income is recognised in the period when the services are rendered. In terms of the real estate selling
agent services, the Group receives commissions and fees derived from real estate sales. They are recognised at the time
that unconditional exchange of contracts between vendors and purchasers take place.
26
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 3. Revenue from continuing operation (continued)
Other services (including migration service)
Revenue is recognised in the accounting period in which the services are rendered. For fixed-price services, revenue is
recognised based on the actual services provided till the end of the reporting period as a proportion of the total services
to be provided.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting
increases or decreases in estimated revenues or costs are reflected in profit or loss in the period when the change in
circumstances becomes known to management.
Interest
Interest revenue is recognised using the effective interest method. This is a method of calculating the amortised cost of
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.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Note 4. Other income
Consolidated
2022
$
2021
$
-
258,165
2,539
14,584
(786)
380,885
3,406
28,679
275,288
412,184
Consolidated
2022
$
2021
$
4,600,824
771,582
Consolidated
2022
$
2021
$
45,444
239,212
39,287
46,503
321,977
14,569
323,943
383,049
Gain/(loss) on revaluation of financial asset
Government grants
Interest income
Other income
Other income
Note 5. Commercial lending interest expense
Commercial lending interest expense
Note 6. Expense
Finance cost
Interest expense in relation to leases
Interest expense in relation to corporate interest
Bank fees
27
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 6. Expense (continued)
Depreciation and amortisation
Depreciation expense in relation to leases
Depreciation expense
Amortisation costs
Superannuation expense
Defined contribution superannuation expense
Note 7. Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Consolidated
2022
2021
315,931
53,242
80,502
313,831
68,346
185,086
449,675
567,263
Consolidated
2022
$
2021
$
196,124
176,773
Consolidated
2022
$
2021
$
14,142,721
3,211,848
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.
Note 8. Trade and other receivables
Trade receivables
Interest receivable
Agent commission clawback receivable
Consolidated
2022
$
2021
$
1,321,525
260,657
36,923
635,341
666,386
20,162
1,619,105
1,321,889
Trade and other receivables are initially recognised at their transaction price (as defined in AASB 15) and subsequently
measured at amortised cost (on the basis that the Group's business model is to hold and collect contractual cash flows
which are solely for payments of trade and other receivables).
The impairment assessment required by AASB 9 for financial assets is based on the forward-looking expected credit loss
('ECL') model.
The simplified approach is adopted to assess the impairment of trade and other receivables. Under the simplified
approach, life time expected credit losses are estimated based on historically incurred and forward expected credit losses,
both of which are examined and assessed to determine the amount of impairment as at reporting date. Specifically, the
Group will apply credit loss factors determined from estimation of customer default probability and loss percentage on
current observable data which may include:
28
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 8. Trade and other receivables (continued)
• forecasts of economic conditions such as unemployment, interest rates, gross domestic product and inflation;
• financial difficulties of a counterparty or probability that a counterparty will enter bankruptcy; and
• conditions specific to the asset to which the receivable relates.
Debts that are known to be uncollectable are written off when identified.
Credit risk
The Group has credit risk exposure in relation to commercial lending interest and fees receivable from multiple companies.
On a geographic basis, the Group has significant credit risk exposures in Australia only.
The Group has assessed that there are no trade and other receivables that are impaired at year end (30 June 2021: nil).
As at 30 June 2022, the amount of all trade and other receivables past due is $935,807 (2021: $888,945).
Note 9. Contract assets
Contract assets - current
Contract assets - non-current
Consolidated
2022
$
2021
$
259,428
235,139
698,651
341,207
The contract asset relates to future trail income. It is recognised and measured by using the expected cashflow approach.
The contract asset will only become a financial asset (i.e. a receivable) when the right to the consideration is unconditional.
This is at the point when monthly trail commission is invoiced to the aggregator.
Reconciliation of the contract assets at the beginning and end of the current
financial year are set out below:
Opening balance
Expected trail commission from new loans and commission step up and effect of the
change in the valuation model
Trail commission received
2022
$
2021
$
576,346
298,089
633,736
(252,003)
488,717
(210,460)
958,079
576,346
The Group receives trailing commissions from lenders on settled loans over the life of the loan based on the loanbook
balance outstanding subject to the loan continuing to perform. The Group also makes trailing commission payments to
brokers based on their individual loanbook balance outstanding.
The contract assets and the corresponding payable to brokers are determined by using the discounted cash flow valuation
technique. The Group made the decision to change the trail commission valuation approach from the expected value
approach to the expected cashflow approach at 30 June 2022.
The expected cashflow approach requires the use of key assumptions to determine the amortised cost at balance sheet
date including the future run-off rate of the underlying loan portfolio, the discount rate and the percentage paid to individual
brokers working under the Group's management. The future run-off rate used is actually a series of rates applied to the
underlying loans based primarily on their age at the date of valuation. The weighted average life shown below is the result
of the series of future run-off rates applied to the specific loan data at the balance sheet date.
29
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 9. Contract assets (continued)
The determination of the assumptions to be used in the valuation is made by Management based primarily on a variety of
contributing factors including: an annual assessment of the underlying loan portfolio, historical run-off rate analysis and
consideration of current and future economic factors. These factors are complex and the determination of assumptions
requires a high degree of judgement.
Weighted average loan life
Discount rate
Average percentage paid to broker
Note 10. Commercial loan receivables
Commercial loan receivables
2022
2021
3.57
3.7
years
years
8.87%
-%
72.37%
96.67%
Consolidated
2022
$
2021
$
59,994,313
6,600,583
The Group raises funds to lend money to commercial entities on a short-term basis and earns interest income. The loans
are secured with established real property or land in line with the Group’s lending requirements.
Collaterals held by the entity are real estate properties located in Australia. These include residential properties,
commercial properties and land. As at 30 June 2022, total value of the collaterals is $167,297,400 of which $95,480,250
is related to first ranked mortgages held by the Group with other lenders (with total value of such loans being $48,502,017
held by the group and $9,410,000 held by other lenders). $71,817,150 of security held relates to second ranked mortgage
held by the group with other lenders (with the total value of such loans being $11,492,296 held by the Group and $978,000
held by other lenders). The mortgage on collaterals will be discharged when the related loans are fully repaid.
The commercial loan balance represents the outstanding amounts owed.
Loan receivables are initially recognised at fair value adjusted for transaction costs that are directly attributable to the
acquisition or issue of the loan (as defined in para 5.1.1 in AASB 9) and subsequently measured at amortised cost (on the
basis that the Group's business model is to hold and collect contractual cash flows which are solely for payments of
principal and interest on principal amounts outstanding (as defined in para 4.1.2 in AASB 9)).
The impairment assessment required by AASB 9 for financial assets is based on the forward-looking expected credit loss
('ECL') model.
The general approach is adopted to assess the impairment of loan receivables.
Under the general approach, 12 month’s credit losses or life time credit losses are estimated based on whether the credit
risk on that financial instrument (loan receivables) has increased significantly since initial recognition to determine the
amount of impairment as at reporting date. Specifically, if the credit risk has not increased significantly since initial
recognition, then a loss allowance equal to 12 month’s credit losses is measured and recognised.
Otherwise life time expected credit losses are measured and recognised. The Group will apply credit loss factors
determined from estimation of customer default probability and loss percentage.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are ‘credit-impaired’. A
financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred. The Group takes into consideration the collateral in making it's credit risk
assessment.
30
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 10. Commercial loan receivables (continued)
The Group recognises loss allowances at an amount equal to lifetime (normally less than 12 months) ECL on loan
receivables. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount
of the assets.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of the loan receivable and
are a probability-weighted estimate of credit losses. Credit losses are measured at the present value of all cash shortfalls
(i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the
Group expects to receive).
The Group analyses the age of outstanding receivable balances and applies historical default percentages adjusted for
other current observable data as a means to estimate the ECL. Other current observable data may include:
• forecasts of economic conditions such as unemployment, interest rates, gross domestic product and inflation;
• financial difficulties of a counterparty or probability that a counterparty will enter bankruptcy; and
• conditions specific to the asset to which the receivable relates.
Debts that are known to be uncollectable are written off when identified.
Note 11. Other financial assets
Other financial assets
Consolidated
2022
$
2021
$
170,382
371,507
Other financial assets represent investment loans receivable that are initially recognised at fair value, adjusted for
transaction costs that are directly attributable to the acquisition or issue of the loan (as defined in para 5.1.1 in AASB 9)
and subsequently measured at amortised cost (on the basis that the Group's business model is to hold and collect
contractual cash flows that are solely for payments of principal and interest on principal amounts outstanding (as defined
in para 4.1.2 in AASB 9)).
Note 12. Other current assets
Consolidated
2022
$
2021
$
31,045
152,455
Consolidated
2022
$
2021
$
-
1
1
50
1
51
Prepayments
Note 13. Investments in associate and joint venture
Investment in joint venture Loan 77 Pty Ltd
Investment in Aura N1 Lending Pty Ltd
Refer to note 34 for further information on interests in joint ventures.
31
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 13. Investments in associate and joint venture (continued)
Investment in associates and joint ventures are accounted for using the equity method. Under the equity method, on initial
recognition the investment in an associate or a joint venture is recognised at cost, and the carrying amount is increased
or decreased to recognise the Group’s share of the profit or loss of the investee after the date of acquisition. The Group’s
share of the investee’s profit or loss is recognised in the Group’s profit or loss. Distributions received from an investee
reduce the carrying amount of the investment. Adjustments to the carrying amount may also be necessary for changes in
the Group’s proportionate interest in the investee arising from changes in the investee’s other comprehensive income.
Such changes include those arising from the revaluation of property, plant and equipment and from foreign exchange
translation differences. The Group’s share of those changes is recognised in other comprehensive income.
Note 14. Other financial assets
Investment in Stropro Technologies Pty Ltd
Investment in Bluebet Holdings Ltd
Consolidated
2022
$
2021
$
157,927
-
157,927
9,120
157,927
167,047
Refer to note 30 for further information on fair value measurement.
Other investments are financial assets at fair value through profit or loss which are equity interests owned by the Group.
They are initially measured at fair value with subsequent changes in fair value recognised in profit or loss.
Note 15. Property, plant and equipment
Office equipment
Less: Accumulated depreciation
Motor vehicles
Less: Accumulated depreciation
Furniture & fittings
Less: Accumulated depreciation
Premises - right-of-use
Less: Accumulated depreciation
Consolidated
2022
$
2021
$
113,914
(95,508)
18,406
-
-
-
99,021
(84,042)
14,979
74,329
(57,895)
16,434
586,041
(426,108)
159,933
586,041
(386,077)
199,964
1,520,596
(663,610)
856,986
1,520,596
(347,679)
1,172,917
1,035,325
1,404,294
Plant and equipment is measured at cost less accumulated depreciation and any accumulated impairment. In the event
that the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount
is written down immediately to the estimated recoverable amount. Impairment losses are recognised in the profit or loss.
32
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 15. Property, plant and equipment (continued)
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
elsewhere in an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring
the site or asset.
Depreciation
The depreciable amount of all plant and equipment is depreciated on a diminishing basis over the asset’s useful life
commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of
either the unexpired period of the lease or the estimated useful lives of the improvements. Currently the depreciation rate
is in the range of 10% to 50%.
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 Group 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 range of lease terms for current leases are between 1 to 5 years.
Movements in carrying amounts
Movements in carrying amounts for each class of plant and equipment between the beginning and the end of the current
financial year.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2020
Additions
Write off of assets by lease expired
Write off of accumulated depreciation by lease
expired
Lease adjustments
Depreciation expense
Balance at 30 June 2021
Disposals
Additions
Depreciation expense
Office
Equipment
$
Motor
Vehicles
$
Furniture &
Fittings
$
Office - right-
of-use
$
Total
$
23,448
4,142
-
-
-
(12,611)
14,979
-
14,893
(11,466)
21,912
-
-
-
-
(5,478)
16,434
(14,689)
-
(1,745)
250,221
-
-
1,728,673
-
(273,683)
2,024,254
4,142
(273,683)
-
-
(50,257)
199,964
-
-
(40,031)
273,683
(241,925)
(313,831)
273,683
(241,925)
(382,177)
1,172,917
-
-
(315,931)
1,404,294
(14,689)
14,893
(369,173)
Balance at 30 June 2022
18,406
-
159,933
856,986
1,035,325
The motor vehicles were acquired via finance lease.
The Group entered into a new 5 year office lease with ARE Noble Pty Ltd starting from 15 September 2020. The rental
premises is at 77 King Street, Sydney, 2000.
The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognised in the statement of
financial position at the date of initial application is 4.765% and 3.937% respectively with the current two leases. The rate
is determined by referring to the interest rate on the group's existing loans with similar terms. Lease terms are based on
signed agreements.
33
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 16. Intangible assets
Goodwill
Finance licence
Rent roll
Less: Accumulated amortisation
Website and IT system
Less: Accumulated amortisation
Consolidated
2022
$
2021
$
536,216
536,216
99,988
99,988
2,217,048
(1,682,484)
534,564
2,217,048
(1,623,412)
593,636
349,010
(321,616)
27,394
344,785
(303,794)
40,991
1,198,162
1,270,831
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2020
Additions
Amortisation/written-down
Balance at 30 June 2021
Additions
Amortisation/written-down
Goodwill (a)
$
Finance
licence
$
Rent Roll (b)
$
Website and
IT system (c)
$
Total
$
536,216
-
-
536,216
-
-
-
99,988
-
99,988
-
-
756,906
-
(163,270)
593,636
-
(59,072)
46,978
15,829
(21,816)
1,340,100
115,817
(185,086)
40,991
4,225
(17,822)
1,270,831
4,225
(76,894)
Balance at 30 June 2022
536,216
99,988
534,564
27,394
1,198,162
a) Goodwill
Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances
indicate that it might be impaired, and is carried at cost less accumulated impairment losses.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-
generating units or groups of cash-generating units that are expected to benefit from the business combination in which
the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal
management purposes, being the operating segments.
Critical accounting estimates and judgements – Key assumptions used for value-in-use calculations
The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a cash
generating unit (“CGU”) is 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 three-year period
and extrapolated to five years. The following table sets out the key assumptions for the impairment testing of the goodwill.
The goodwill balance at the reporting date only relates the real estate services segment.
34
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 16. Intangible assets (continued)
Growth rate: 2%
Post-tax discount rate: 12%
Terminal value:
Growth rate is based on management’s estimated inflation rate.
Post-tax discount rate reflects the specific risks relating to the real estate agency industry
in Australia.
Terminal value is based on the third year budgeted net cash flow, the post-tax discount
rate of 12% and the growth rate of 2%.
b) Rent Roll Assets
Rent Roll – Cost
Rent Roll – Written-down
Rent Roll – Net
Consolidated
2022
$
2021
$
2,217,048
(1,682,484)
2,217,048
(1,623,412)
534,564
593,636
Rent rolls are accounted for as an intangible asset with a finite life in accordance with AASB 138 (Intangible Assets). They
are initially recognised at cost and subsequently written down to their recoverable value at each reporting period, with
reference to the reduction in rent under management times industry resale multiple being 2-5 times.
c) Website and IT System
Website and IT system – Cost
Website and IT system – Accumulated amortisation
Website and IT system – Net
Consolidated
2022
$
2021
$
349,010
(321,616)
344,785
(303,794)
27,394
40,991
Acquired website and computer software licences are capitalised on the basis of costs incurred to acquire them.
These costs are amortised over their estimated useful lives. Costs associated with maintaining computer software
programs are recognised as an expense as incurred.
Amortisation is recognised in the profit or loss statement on a diminishing basis over the estimated useful life of the
intangible assets from the date that they are considered suitable for use. The estimated useful life of website and IT system
is 5 years. The current amortisation charges for website and IT system are included under depreciation and amortisation
expenses.
Note 17. Other non-current assets
Other non-current assets
The other non-current assets are mainly bond deposits on rental premises paid by the Group.
Consolidated
2022
$
2021
$
265,365
245,803
35
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 18. Trade and other payables
Trade payables
Superannuation and salary withholding tax payable
Other creditors and accruals
Consolidated
2022
$
2021
$
425,192
566,770
286,248
216,756
479,287
252,629
1,278,210
948,672
Refer to note 29 for further information on specific financial risk exposures and management.
Trade and other payable are recognised at fair value initially and subsequently measured at amortised cost.
Note 19. Contract liabilities
Contract liabilities - current
Contract liabilities - non-current
Consolidated
2022
$
2021
$
71,683
11,291
Consolidated
2022
$
2021
$
193,044
16,383
Contract liabilities is related to contract assets and represents the Group's obligation to pay the commission based brokers
under the Group's management a portion of the future trail commissions to be received by the Group from lenders.
Note 20. Loan and borrowings
Current
Bank loan (i)
Loan received for commercial lending (ii)
Convertible debts (iii)
Loan from other lenders (iv)
Consolidated
2022
$
2021
$
681,073
21,530,000
370,000
680,000
104,780
3,900,000
1,000,000
700,000
23,261,073
5,704,780
36
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 20. Loan and borrowings (continued)
Non-current
Bank loan (i)
Loan received for commercial lending (ii)
Convertible debts (iii)
Loan from other lenders (iv)
Loans from financial institution (v)
Consolidated
2022
$
2021
$
-
650,000
-
200,000
50,222,064
681,073
6,810,000
370,000
580,000
-
51,072,064
8,441,073
i) The bank loan from National Australia Bank was renewed in May 2020. The repayment term of the loan is 3 years
expiring 31 March 2023. The interest rate is 5.04% per annum with principal and interest repayments. The loan is secured
by the Sydney Boutique Property's rent roll. The outstanding loan balance as at 30 June 2022 is $681,073 (30 June 2021
is $785,853).
ii) Loan received for commercial lending is the funds being raised for commercial loan lending to customers. They are
unsecured. The loan terms of the loans are from 6 months to 2 years. Interest rates are from 5% to 9.95%. The outstanding
loan balance as at 30 June 2022 is $22,180,000 (30 June 2021 is $10,710,000).
iii) Convertible debts
As at the beginning of the period
Converted to ordinary shares
As at end of the period
Consolidated
2022
$
2021
$
1,370,000
(1,000,000)
1,370,000
-
370,000
1,370,000
In FY17, the Company issued 1.85 million unlisted unsecured convertible notes in exchange for a cost fund of $370,000.
The holders of the convertible notes may choose to convert the notes to shares in the Company at $0.20 per share at any
time before the maturity date, which was extended to 11 May 2021, then further extended to 11 May 2023. On 17 August
2022, 1 million convertible notes were converted to shares in the Company at a price of $0.20 per share, increasing share
capital by $200,000. On 5 September 2022, 500,000 convertible notes were converted to shares in the company at a price
of $0.20 per share, increasing share capital by $100,000. The interest rate payable on outstanding convertible notes is
8%.
On 27 September 2017, the Company issued 5 million unlisted unsecured convertible notes with a total value of
$1,000,000. On 20 April 2022, these 5 million convertible notes were converted to shares in the Company at a price of
$0.20 per share, increasing share capital by $1,000,000.
iv) Loan from other lenders
Loan from other lenders consists of five unsecured loans from non-related parties with principal amount from $100,000 to
$380,000. Repayment terms are from six months to two years and interest rates vary from 5% to 8%. The outstanding
loan balance as at 30 June 2022 is $880,000 (30 June 2021 is $1,280,000).
v) Loan from financial institution
On 1 July 2021, N1 Holdings Limited raised $35 million in debt capital provided under a debt facility between the Company
and GCI SME Mortgage Fund (Facility). On 2 November 2021, the facility limit was increased by a further $20 million,
bringing the total debt facility limit to $55 million.
As of 30 June 2022, the Company has drawn down $50.6 million of the $55 million facility limit.
37
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 20. Loan and borrowings (continued)
The Facility was initially recognised at the amounts received in cash from the lender, net of transaction costs. It has been
subsequently measured at amortised costs using the effective interest method.
The Facility is interest only with a term of 24 months with an interest rate at 7.9% plus 30 days BBSW per annum. The
Facility contains a number of undertakings and is secured by a general security deed over the Group’s assets.
Note 21. Lease liabilities
Lease liability - current
Lease liability - non-current
Lease liabilities
Consolidated
2022
$
2021
$
331,833
326,117
630,625
962,459
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 Group'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.
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.
Note 22. Deferred income
Prepaid interest from commercial borrowers
1,685,369
121,786
Consolidated
2022
$
2021
$
Note 23. Provisions
Employee provision - current
Refund liabilities
Employee provision - non-current
38
Consolidated
2022
$
2021
$
141,916
100,910
97,807
55,102
242,826
152,909
Consolidated
2022
$
2021
$
180,956
114,811
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 23. Provisions (continued)
Movement of provision for refunds
Beginning of the year
Additions/(Reductions) during the year
Ending of the year
2022
$
2021
$
55,102
45,808
46,822
8,280
100,910
55,102
Refund liabilities
Refund liabilities represent the estimated upfront commission to be clawed back by lenders if the mortgage loans are
terminated before 24 months.
Critical accounting estimates and Judgements - Clawback Receivable and Provision
There is potential for origination commissions to be clawed back by lenders after loans have settled. In the event a lender
claws back the commission, a corresponding clawback will be deducted from the authorised brokers contracted by the
Group where the clawback relates to a broker derived borrower. As a result, the group assess the probability of the
clawbacks and determines both provision for clawbacks and clawback receivable from agents at each reporting date. The
provision is based on the historical record of actual clawback and recovery. The probability used in estimate of the
clawbacks is 9.98% (FY21: 11.3%).
Provision for employee benefits
Provision for employee benefits represents amounts accrued for annual leave and long service leave.
The current portion for this provision includes the total amount accrued for annual leave entitlements and the amounts
accrued for long service leave entitlements that have vested due to employees having completed the required period of
service. Based on past experience, the Group does not expect the full amount of annual leave or long service leave
balances classified as current liabilities to be settled within the next 12 months. However, these amounts must be classified
as current liabilities since the Group does not have an unconditional right to defer the settlement of these amounts in the
event employees wish to use their leave entitlement.
The non-current portion for this provision includes amounts accrued for long service leave entitlements that have not yet
vested in relation to those employees who have not yet completed the required period of service. The probability of long
service leave being taken is based on historical data.
Note 24. Issued capital
Fully paid ordinary shares
Consolidated
2022
$
2021
$
6,654,061
5,654,061
Consolidated
2022
Shares
2021
Shares
2022
$
2021
$
Issued capital
86,555,573 81,555,573
6,654,061
5,654,061
39
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 24. Issued capital (continued)
Movements in ordinary share capital
Details
Balance
Date
Shares
$ per share
$
1 July 2020
81,555,573
5,654,061
Balance
Conversion of convertible notes
30 June 2021
20 April 2022
81,555,573
5,000,000
$0.2
5,654,061
1,000,000
Balance
30 June 2022
86,555,573
6,654,061
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in
proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and
the Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Capital management
Management controls the capital of the group in order to maintain a sustainable debt to equity ratio, generate long-term
shareholder value and ensure that the group can fund its operations and continue as a going concern.
The Group’s debt and capital include ordinary share capital, convertible notes and other financial liabilities, supported by
financial assets.
The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority in all
capital risk management decisions. There have been no events of default on the financing arrangements during the
financial year.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital
structure in response to changes in these risks and in the market. These responses include the management of debt
levels, distributions to shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since the prior
year. No debt has been retired during the current year.
Note 25. Reserves
Options reserve
Consolidated
2022
$
2021
$
206,524
206,524
The Group operated an Employee Option Plan during the period from 2017 to 2020. All options outstanding under the
Employee Option Plan expired on 14 December 2020. No options were exercised.
Share-based payments to employees are remeasured at the fair value of the instruments issued and amortised over the
vesting periods. Share-based payments to non-employees are remeasured at the fair value of goods or services
received or the fair value of the equity instruments issued, if it is determined that the fair value of the goods or services
cannot be reliably measured, and are recorded at the date that the goods or services are received. The corresponding
amount is recorded to the option reserve. The fair value of options is determined using the binomial approximation and
Black Scholes valuation methodology. The number of shares and options expected to vest is reviewed and adjusted at
the end of each reporting period such that the amount recognised for services received as consideration for the equity
instruments granted is based on the number of equity instruments that eventually vest.
40
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 26. Retained earnings
Accumulated losses at the beginning of the financial year
Profit after income tax expense for the year
Accumulated losses at the end of the financial year
Note 27. Dividends
Consolidated
2022
$
2021
$
(7,338,212)
1,102,369
(7,477,782)
139,570
(6,235,843)
(7,338,212)
There were no dividends paid, recommended or declared during the current or previous financial year. The franking credit
balance of the Group as of 30 June 2022 is nil (FY2021: nil).
Note 28. Financial risk management
The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable, other payables
and other financial liabilities.
Note 29. Specific financial risk exposures and management
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and
interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the
Group. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The
Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity
analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis
in respect of investment portfolios to determine market risk.
Risk management is carried out by senior finance executives ('Finance') under policies approved by the Board of Directors
('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate
procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group's operating
units. Finance reports to the Board on a monthly basis.
Market risk
Foreign currency risk
The Group is not exposed to any significant foreign currency risk.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period
whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments.
The financial instruments primarily exposed the Group to interest rate risk are disclosed as below:
As of 30 June 2022, the Company has drawn down $50.6 million of the $55 million facility limit from a financial
institution. The Facility is interest only with a term of 24 months with an interest rate at 7.9% plus 30 days BBSW per
annum. An increase/decrease in interest rates of 100 basis points would have an adverse/favourable effect on profit
before tax of $506,000 per annum.
The percentage change is based on the expected volatility of interest rates using market data and analysts’ forecasts.
41
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 29. Specific financial risk exposures and management (continued)
Bank loans
Financial institution loans
Consolidated
2022
$
2021
$
681,073
50,625,000
785,853
-
51,306,073
785,853
The Group has bank loans outstanding totalling $681,073 (2021: $785,853), which are principal and interest payment
loans. Monthly cash outlays of approximately $2,860 (2021: $2,598) per month are required to service the interest
payments and monthly cash outlays of approximately $8,372 (2021: $8,732) per month are required to service the principal
payments. An official increase/decrease in interest rates of 100 basis points would have an adverse/favourable effect on
profit before tax of $6,811 per annum.
As of 30 June 2022, the Company has drawn down $50.6 million of the $55 million facility limit. The Facility was initially
recognised at the amounts received in cash from the lender, net of transaction costs. It has been subsequently measured
at amortised costs using the effective interest method. The Facility is interest only with a term of 24 months with an interest
rate at 7.9% plus 30 days BBSW per annum. The Facility contains a number of undertakings and is secured by a general
security deed over the Company’s assets.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references and
setting appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum
exposure to credit risk of the financial asset at the reporting date 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
Group does not hold any collateral for trade and other receivables, but it holds the Australian properties and other
properties as collateral for commercial loan receivables. Collaterals held by the entity are real estate properties located in
Australia. These include residential properties, commercial properties and lands. The total value as of 30 June 2022 is
$169,462,400.
The Group 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 Group based on recent sales experience, historical collection rates and forward-
looking information that is available.
Credit risk related to balances with banks and other financial institutions is managed by the Board. All the group’s cash
assets are deposited with Australian major banks.
The majority of outstanding receivables are commissions (including contract assets) owed from Aggregators Finsure
Finance and Insurance Pty Ltd (ABN 72 068 153 926) (Finsure), Vow Financial Pty Ltd (ABN 66 138 789 161) (Vow),
Specialist Finance Group (ABN 48 612 422 178) (SFG) and lenders who make commission payments directly to the Group.
Finsure, Vow and SFG are aggregators of retailing loan brokers and act as intermediaries between the group and the
lenders (financial institutions) to pass through the commission paid by those lenders to the Group.
The Group has credit risk associated with trade and other receivables ($1,582,182 as at 30 June 2022 and $1,301,728 as
at 30 June 2021), commercial loan receivable ($59,994,313 as at 30 June 2022 and $6,600,583 as at 30 June 2021), and
other investments ($107,382 as at 30 June 2022 and $371,507 as at 30 June 2021). These balances were within their
terms of trade respectively except for the loans made to 3 Australian private companies of $5,279,269 in principal and
$130,121 interest. A related entity of KMP has expressed intention to acquire one of the three loans. Total assignment
amount is estimated outstanding principal of $650,000. The proposed transaction is at arm's length and approved by the
board of directors. The directors concluded that there is no expected credit losses provision required as at 30 June 2022.
There are generally no guarantees against trade and other receivables, except where the amounts relate to existing
commercial loans. Collateral in the form of property is taken against commercial loans receivable to mitigate credit risk.
42
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 29. Specific financial risk exposures and management (continued)
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash
equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.
The Group 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.
The table below reflects an undiscounted contractual maturity analysis for financial liabilities. Cash flows realised from
financial assets reflect Management’s expectation as to the timing of realisation. Actual timing may therefore differ from
that disclosed.
Financial liability maturity analysis
Total
contractual
cash flows
$
No more than
1 year
$
1-2 years
$
2-5 years
$
More than 5
years
$
2022
Trade and other payables
Convertible debts
Bank loan and other borrowings
Lease liabilities
2021
Trade and other payables
Convertible debts
Finance lease liabilities
Bank loan and other borrowings
Lease liabilities
1,278,210
370,000
-
-
74,366,073 22,891,073 51,475,000
559,977
1,278,210
370,000
962,458
331,833
-
-
-
70,648
76,976,741 24,871,116 52,034,977
70,648
-
-
-
-
-
Total
contractual
cash flows
No more than
1 year
1-2 years
2-5 years
More than 5
years
948,672
1,370,000
21,301
12,775,853
1,267,276
948,672
1,000,000
21,301
4,704,780
304,817
-
370,000
-
8,071,073
331,834
-
-
-
-
630,625
16,383,102
6,979,570
8,772,907
630,625
-
-
-
-
-
-
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Note 30. Fair value measurement
AASB 13: fair value measurement requires the disclosure of fair value information by level of the fair value hierarchy,
which categorises fair value measurements into one of three possible levels based on the lowest level that an input which
is significant to the measurement can be categorised into as follows:
43
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 30. Fair value measurement (continued)
Level 1
Level 2
Level 3
Measurements based on quoted prices
(unadjusted) in active markets for
identical assets or liabilities that the
entity can access at the measurement
date.
Measurements based on inputs other
than quoted prices included in Level 1
that are observable for the asset or
liability, either directly or indirectly.
Measurements based on unobservable
inputs for the asset or liability.
The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment
arrangements) maybe valued, where there is no observable market price in relation to the transfer of such financial
instruments, by reference to observable market information where such instruments are held as assets. Where this
information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective
note to the financial statements.
The Group has equity interests in Stropro Technologies Pty Ltd which are recognised and subsequently measured at fair
value Level 3 on a recurring basis. (Refer to Note 14 Other investments for details)
Note 31. Related party transactions
Parent entity
N1 Holdings Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 33.
Joint ventures
Interests in joint ventures are set out in note 34.
Key management personnel
Disclosures relating to key management personnel are set out in note 35 and the remuneration report included in the
directors' report.
Other Related Parties
Other related parties include entities controlled by the ultimate parent entity and entities over which key management
personnel have joint control.
Transactions with related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated. The following transactions occurred with other related parties:
The following transactions occurred with related parties:
Sale of goods and services:
Management and processing fee from Funds Under Management
Rental property management income from a key management personnel
Payment for goods and services:
N1 Consultants Group Sdn Bhd - Malaysia
Other transactions:
Sale of 1573 Pty Ltd to a key management personnel
Sale of a motor vehicle to a key management personnel
44
Consolidated
2022
$
2021
$
1,209,182
1,389
1,118,101
1,823
102,990
107,347
-
16,000
10
-
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 31. Related party transactions (continued)
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Current receivables:
Trade receivables from Funds Under Management
Consolidated
2022
$
2021
$
969,975
9,775
Loans to/from related parties
There were 3 unsecured loans totalling $950,000 from 3 related entities of key management personnel at the current
reporting date.
There were no loans to related parties at the current reporting date.
There were no loans to or from related parties at the previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 32. 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 income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Options reserve
Accumulated losses
Total equity
45
Parent
2022
$
2021
$
(2,208,701)
(1,591,066)
(2,208,701)
(1,591,066)
Parent
2022
$
2021
$
42,277
494,624
34,823,739 26,395,820
22,705,357
5,793,971
24,168,329 14,531,708
16,824,119 15,824,119
206,524
(4,166,531)
206,524
(6,375,233)
10,655,410 11,864,112
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 32. Parent entity information (continued)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity provided a guarantee in relation to the GCI facility as at 30 June 2022. The parent entity had no
guarantees in relation to the debts of its subsidiaries as at 30 June 2021.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2022 and 30 June 2021.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022 and 30 June 2021.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 36, except for the
following:
●
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
Note 33. Interests in subsidiaries
The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary units which are held
directly by the Group. The proportion of ownership interests held equals the voting rights held by Group. Each subsidiary’s
principal place of business is also its country of incorporation.
Name of subsidiary
Principal place of business /
Country of incorporation
Ownership interest
2021
2022
%
%
N1 Loans Pty Ltd (i)
N1 Migration Pty Ltd (ii)
N1 Realty Pty Ltd (iii)
N1 Project Pty Ltd (iv)
N1 Venture Pty Ltd (v)
Sydney Boutique Property Pty Ltd (vi)
N1 Franchise Pty Ltd (vii)
N1 Capital Singapore Pte. Ltd (viii)
Everone Consulting Pty Ltd (ix)
Yizhihao (Shanghai) Business Consulting Co. Ltd (x)
Zillion Finance Pty Ltd (xi)
N1 WH2 Pty Ltd (xii)
N1SY Pty Ltd (xiii)
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Singapore
Australia
China
Australia
Australia
Australia
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%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
-
(i) N1 loans was incorporated on 25 February 2010 and was initially owned by Mr Ren Hor Wong. Upon the completion of
the IPO on 18 March 2016, the company became fully owned by the Group.
(ii) N1 Migration Pty Ltd was incorporated on 14 September 2015 and has been fully owned by the Group since 11 April
2016.
(iii) N1 Realty was incorporated on 3 May 2016 and, since then, it has been fully owned by the Group.
(iv) N1 Project was incorporated on 12 December 2016 and, since then, it has been fully owned by the Group.
(v) N1 Venture was incorporated on 19 November 2014 and was acquired on 1 September 2016. Since then it has been
fully owned by the Group.
(vi) Sydney Boutique Property Pty Ltd was acquired on 14 November 2016. It has been fully owned by the Group since
acquisition.
(vii) TACQ International Pty Ltd was incorporated on 21 July 2017 and renamed to N1 Franchise Pty Ltd on 5 March 2018.
It has been fully owned by the group since incorporation.
46
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 33. Interests in subsidiaries (continued)
(viii) N1 Capital Singapore Pte. Ltd was incorporated on 1 February 2019 and it has been fully owned by the group since
incorporation.
(ix) Everone Consulting Pty Ltd was incorporated on 14 May 2019 and it has been fully owned by the group since
incorporation.
(x) Yizhihao (Shanghai) Business Consulting Co. Ltd was incorporated on 8 August 2019 and it has been fully owned by
the group since incorporation.
(xi) Zillion Finance Pty Ltd was acquired on 30 July 2020. It has been fully owned by the Group since acquisition.
(xii) N1 WH2 Pty Ltd was incorporated on 6 June 2021, it has been fully owned by the Group since incorporation.
(xiii) N1SY Pty Ltd was incorporated on 8 December 2021, it has been fully owned by the Group since incorporation.
Note 34. Interests in joint ventures
Interests in joint ventures are accounted for using the equity method of accounting. Information relating to joint ventures
that are material to the Group are set out below:
Name
Loan 77 Pty Ltd
Aura N1 Lending Pty Ltd
Principal place of business /
Country of incorporation
Australia
Australia
Ownership interest
2021
2022
%
%
-
50.00%
50.00%
50.00%
(i) Loan 77 Pty Ltd was incorporated on 12 July 2019, it had been a joint venture of the Group since its incorporation. Loan
77 Pty Ltd had no trading activity during the period. $50 in share capital was invested in Loan 77 Pty Ltd by N1 Loans Pty
Ltd. Loan 77 Pty Ltd is deregistered on 18 May 2022.
(iii) Aura N1 Lending Pty Ltd was incorporated on 23 July 2020, it has been a joint venture of the Group since its
incorporation. Aura N1 Lending Pty Ltd had no trading activity during the period. $1 in share capital was invested in Aura
N1 Lending Pty Ltd by N1 Loans Pty Ltd.
Note 35. Key management personnel
Other key management personnel
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly
or indirectly, including any Director (whether executive or otherwise) of that entity are considered KMP.
Compensation
Please refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable
to each member of the Group’s KMP for the year ended 30 June 2022. The total of remuneration paid to or payable to
KMP of the Group during the year was:
Short-term employee benefits
Post-employment benefits
Other long-term benefits
47
Consolidated
2022
$
2021
$
749,823
57,849
22,504
678,141
48,124
13,611
830,176
739,876
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 35. Key management personnel (continued)
Short-term employee benefits
These amounts include fees and benefits paid to non-executive directors as well as all salary, paid leave benefits, fringe
benefits and cash bonuses awarded to executive directors and other key management personnel.
Post-employment benefits
These amounts represent amounts paid under the defined superannuation contribution.
Other long-term benefits
These amounts represent long service leave benefits accruing during the year.
Note 36. Other principal 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.
The Group has adopted all of the new and revised standards and interpretations, including amendments to the existing
standards issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operation and
effective for the current reporting period. The adoption of these amendments and new standards has not resulted in any
significant changes to the group’s accounting policies or any significant effect on the measurement or disclosure of the
amounts reported for the current or prior reporting period.
The impact of other new accounting standards released but for application in future periods has been disclosed in the
relevant section.
Going concern
The financial statements have been prepared on a going concern basis. The consolidated group earned a net profit after
tax of $1,102,369 for the year ended 30 June 2022 (30 June 2021: $139,570). As at 30 June 2022, the consolidated group
had a net asset position of $624,742 (30 June 2021: Net liability $1.48m). The Group has achieved a positive EBITDA of
$1.84m in FY2022 (FY21: $1.08m). It is expected to continue this momentum in the future.
The consolidated group has prepared a cash flow forecast which indicates that the group will be able to settle its liabilities
in the foreseeable future. The following strategy will be implemented, with the objective to continue the transitioning of the
Group’s core operations into a predominantly financial services business.
●
●
●
●
●
●
The Group will continue to pursue the growth in it's commercial lending business through balance sheet lending and
fund management fees from One Lending Fund. The current GCI approved facility is $55 million. Total commercial
lending capital as at 30 June 2022 is $101 million (30 June 2021: $35 million). This amount comprises of $22 million
committed balance sheet capital, $55 million from a warehouse facility and $24 million from lending funds issued and
managed by N1 Asset Management (N1 Venture Pty Ltd).
The Group will actively pursue new private funding opportunities to fund its expanded commercial lending.
The Group will contact all existing lenders to extend the private loans that are approaching their expiry date. Most
existing loans have opted to renew or extend as per track record.
The Group will actively pursue the pipeline of advisory fees and mandate fees for commercial property loans.
The Group will proactively manage operational expenditures.
Leverage the existing head office infrastructure. No additional operational costs are needed to achieve the forecast
increased revenue in the next 12 months.
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').
48
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 36. Other principal accounting policies (continued)
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other
comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial
instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 37.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only.
Supplementary information about the parent entity is disclosed in note 32.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of N1 Holdings Limited
('Company' or 'parent entity') as at 30 June 2022 and the results of all subsidiaries for the year then ended. N1 Holdings
Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group 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 Group.
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.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-
controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group
recognises the fair value of the consideration received and the fair value of any investment retained together with any gain
or loss in profit or loss.
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of
the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items
measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items
measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred
in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive
income to the maximum extent that the underlying gain or loss can be recognised in other comprehensive income,
otherwise the exchange difference is recognised in the profit or loss.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
49
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 36. Other principal accounting policies (continued)
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after
the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a
liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within
30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the arrangement. Investments in joint ventures are accounted for using the equity method. Under the equity
method, the share of the profits or losses of the joint venture is recognised in profit or loss and the share of the movements
in equity is recognised in other comprehensive income. Investments in joint ventures are carried in the statement of
financial position at cost plus post-acquisition changes in the Group's share of net assets of the joint venture. Goodwill
relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor individually
tested for impairment. Income earned from joint venture entities reduce the carrying amount of the investment.
Impairment of assets
At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired.
The assessment will include the consideration of external and internal sources of information. If such an indication exists,
an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the
asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying
amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued
amount in accordance with another standard (e.g. in accordance with the revaluation model in AASB 116: Property, Plant
and Equipment). Any impairment loss of revalued asset is treated as a revaluation decrease in accordance with that other
standard.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
Impairment testing is performed annually for intangible assets with indefinite lives and intangible assets not yet available
for use.
Employee benefits
Retirement benefit obligations
All employees of the Group receive defined contribution superannuation entitlements, for which the Group pays the fixed
superannuation guarantee contribution to the employee‘s superannuation fund of choice. All contributions in respect of
employees’ defined contribution entitlements are recognised as an expense when they become payable. The Group’s
obligation with respect to employees’ defined contribution entitlements is limited to its obligations for any unpaid
superannuation guarantee contributions at the end of the reporting period. All obligations for unpaid superannuation
guarantee contributions are remeasured at the (undiscounted) amounts expected to be paid when the obligation is settled
and are presented as current liabilities in the Group’s statement of financial position.
50
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 36. Other principal accounting policies (continued)
Comparative figures
When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation
for the current financial year.
Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in
its financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in
addition to the minimum comparative financial statement is presented.
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
The impact of other new accounting standards released but for application in future periods has been disclosed in the
relevant section.
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2022. The Group's
assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group,
are set out below.
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January 2020 and
early adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new
guidance on measurement that affects several Accounting Standards. Where the Group has relied on the existing
framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with
under the Australian Accounting Standards, the Group may need to review such policies under the revised framework. At
this time, the application of the Conceptual Framework is not expected to have a material impact on the Group's financial
statements.
Note 37. 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 in the relevant notes and below.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may
have, on the Group based on known information. This consideration extends to the nature of the products and services
offered, customers, supply chain, staffing and geographic regions in which the Group operates. Other than as addressed
in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any
significant uncertainties with respect to events or conditions which may impact the Group unfavourably as at the reporting
date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
51
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 37. Critical accounting judgements, estimates and assumptions (continued)
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement
is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the
underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods
to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease
commencement date. Factors considered may include the importance of the asset to the Group's operations; comparison
of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold
improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain
to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in
circumstances.
Note 38. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by the auditor of the Company:
Remuneration of the auditor Crowe Sydney for:
Audit or review of the financial statements
Note 39. Contingent liabilities and Contingent assets
There are no contingent liabilities or contingent assets as at 30 June 2022 (2021: nil).
Note 40. Income tax expense
(a) Income Tax
Consolidated
2022
$
2021
$
97,312
83,638
The income tax expense (benefit) for the year comprises current income tax expense (benefit) and deferred tax expense
(benefit).
Current income tax expense (benefit) charged to profit or loss is the tax payable (recoverable) on taxable income (loss).
Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation
authority.
Deferred income tax expense (benefit) reflects movements in deferred tax asset and deferred tax liability balances during
the year as well as unused tax losses.
Current and deferred income tax expense (benefit) is charged or credited outside profit or loss when the tax relates to
items that are recognised outside profit or loss.
Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability,
where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset
is realised or the liability is settled and their measurement also reflects the manner in which Management expects to
recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
52
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 40. Income tax expense (continued)
(i) The components of tax expense (benefit) comprise:
Current tax
Deferred tax
Deferred tax for tax losses under-recognised
(ii) The prima facie tax on profit from ordinary activities before income tax is reconciled to
income tax as follows:
Profit/(loss) before income tax
Tax rate at 25% (2021: 26%)
Tax effect of:
Permanent differences
Effect of change in income tax rate
Deferred tax for tax losses
Income tax (benefit)/expense
Group
2022
$
2021
$
296,580
(19,078)
(277,502)
40,383
21,777
(62,160)
-
-
1,102,369
139,570
275,592
-
1,910
-
(277,502)
36,288
-
(310)
26,182
(62,160)
-
-
As at 30 June 2022, the tax loss carried forward for the Group is $4,720,364 (2021: $5,893,188).
The Group has been tax consolidated since 11 March 2016.
(b) Tax position
The Group’s current tax payable is $nil (2021: $nil)
Note 41. Deferred tax assets
Deferred tax liabilities
2022
Trailing income
Intangible assets
Investment - unrealised capital gain
Balance at 30 June 2022
Opening
balance
$
Charge to
income
statement
$
Charge to
equity
$
Closing
balance
$
69,723
128,441
15,061
169,795
(47,832)
(579)
213,225
121,384
-
-
-
-
239,518
80,609
14,482
334,609
53
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 41. Deferred tax assets (continued)
2021
Trailing income
Intangible assets
Investment - unrealised capital gain
Balance at 30 June 2021
Deferred tax assets
2022
Clawback and accrued
Tax Losses
Other temporary differences
Lease
Balance at 30 June 2022
2021
Clawback and accrued
Tax Losses
Other temporary differences
Lease
Balance at 30 June 2021
Opening
balance
$
Charge to
income
statement
$
Charge to
equity
$
Closing
balance
$
(2,775)
149,814
16,146
72,498
(21,373)
(1,085)
163,185
50,040
-
-
-
-
69,723
128,441
15,061
213,225
Opening
balance
$
Charge to
income
statement
$
Charge to
equity
$
Closing
balance
$
9,085
77,993
101,614
24,533
6,912
21,518
91,119
1,835
213,225
121,384
-
-
-
-
-
15,997
99,511
192,733
26,368
334,609
Opening
balance
$
Charge to
income
statement
$
Charge to
equity
$
Closing
balance
$
7,104
56,216
95,860
4,005
1,981
21,777
5,754
20,528
163,185
50,040
-
-
-
-
-
9,085
77,993
101,614
24,533
213,225
Critical accounting estimates and Judgements - Taxation
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of
the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
54
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 41. Deferred tax assets (continued)
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities
are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it
arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of
the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when
the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those
temporary differences and losses.
Note 42. Reconciliation of profit after income tax to net cash from operating activities
Consolidated
2022
$
2021
$
Profit after income tax expense for the year
1,102,369
139,570
Adjustments for:
Depreciation and amortisation
Write off of investments
Net gain on disposal of investments
Net gain on disposal of property, plant and equipment
Net loss on derecognition of financial assets at amortised cost
Net fair value loss/ (gain) on financial assets
Interest expense for financing activities
Change in operating assets and liabilities:
Increase in trade and other receivables
Increase in contract assets
Increase in deferred tax assets
Decrease/(increase) in prepayments
Increase in short-term loan receivables
Increase in trade and other payables
Increase in deferred tax liabilities
Increase in employee benefits
Increase in other operating assets
Increase/(decrease) in contract liabilities
Increase in short-term loans
Increase in other operating liabilities
Net cash from operating activities
449,675
50
(10,192)
(1,311)
-
-
284,656
567,263
-
-
-
1,421
786
370,672
(297,215)
(381,733)
(121,384)
99,671
(53,393,729)
179,093
121,384
110,255
2,574
237,053
62,070,000
1,403,218
(847,468)
(278,257)
(50,039)
(70,964)
(1,122,583)
457,544
50,039
54,959
468
11,772
1,860,000
54,168
11,854,434
1,199,351
55
N1 Holdings Limited
Notes to the consolidated financial statements
30 June 2022
Note 43. Changes in liabilities arising from financing activities
Consolidated
Balance at 1 July 2020
Net cash used in financing activities
Other changes
Balance at 30 June 2021
Net cash used in financing activities
Other changes
Loans and
borrowings
$
Lease liability
$
Total
$
3,518,243
(82,390)
-
1,780,778
(296,701)
(195,501)
5,299,021
(379,091)
(195,501)
3,435,853
(504,780)
(1,000,000)
1,288,576
(392,887)
66,769
4,724,429
(897,667)
(933,231)
Balance at 30 June 2022
1,931,073
962,458
2,893,531
Note 44. Events after the reporting period
As described in note 20, on 17 August 2022, 1 million convertible notes were converted to shares in the Company at a
price of $0.20 per share, increasing share capital by $200,000.
On 5 September 2022, 500,000 convertible notes were converted to shares in the company at a price of $0.20 per share,
increasing share capital by $100,000.
On 23 September 2022, the company declared an unfranked dividend of $201,378.
No other matters or circumstance has arisen since 30 June 2022 that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
56
N1 Holdings Limited
Directors' declaration
30 June 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 36 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
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
Ren Hor Wong
Executive Chairman and CEO
23 September 2022
57
Crowe Sydney
ABN 97 895 683 573
Level 24, 1 O’Connell Street
Sydney NSW 2000
Main +61 (02) 9262 2155
Fax +61 (02) 9262 2190
www.crowe.com.au
Independent Auditor’s Report to the Members of
N1 Holdings Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of N1 Holdings Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 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 the directors’
declaration.
In our opinion, the accompanying financial report of Group is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial
performance for the year then ended.
(b) and 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.
Liability limited by a scheme approved under Professional Standards Legislation.
The title ‘Partner’ conveys that the person is a senior member within their respective division, and is among the group of persons who hold an
equity interest (shareholder) in its parent entity, Findex Group Limited. The only professional service offering which is conducted by a partnership
is external audit, conducted via the Crowe Australasia external audit division and Unison SMSF Audit. All other professional services offered by
Findex Group Limited are conducted by a privately owned organisation and/or its subsidiaries.
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a
separate and independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe
Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or
partnership interest in Findex (Aust) Pty Ltd. Services are provided by Crowe Sydney, an affiliate of Findex (Aust) Pty Ltd. Liability limited by a
scheme approved under Professional Standards Legislation.
© 2022 Findex (Aust) Pty Ltd
58
Independent Auditor’s Report
N1 Holdings Limited
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters
Key Audit Matter
How we addressed the Key Audit Matter
Recoverability of Commercial Loan Receivables – Note 10
The Group had commercial loan receivables of
$59,994,313 as at 30 June 2022. This represents
75% of total assets.
We focused on this area as a key audit matter due to
high degree of estimation and judgement made by
management in assessing expected credit losses.
Our procedures included:
•
•
•
•
Checked to loan contracts to identify, among
others, loan repayment date and collateral taken.
Checked subsequent receipts of loan repayments
post balance date.
Held discussions with management regarding
non-performing loans and/or loans with extended
repayment dates.
Verified the directors’ assessment on expected
credit losses. For collaterals taken, we checked
the estimated fair value to the management
experts’ valuation reports and/or publicly
available information.
Other Information
The directors are responsible for the other information. The other information comprises the
information included in the Group’s Annual Report for the year ended 30 June 2022, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
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 have no realistic alternative but to do so.
© 2022 Findex (Aust) Pty Ltd
www.crowe.com.au
59
Independent Auditor’s Report
N1 Holdings Limited
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditor’s report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in
a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the group financial report. The
auditor is responsible for the direction, supervision and performance of the group audit. The
auditor remains solely responsible for the audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during the audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in the auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
© 2022 Findex (Aust) Pty Ltd
www.crowe.com.au
60
Independent Auditor’s Report
N1 Holdings Limited
should not be communicated in the auditor’s report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the remuneration report included on pages 11 to 17 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the remuneration report of N1 Holdings Limited, for the year ended 30 June 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.
Crowe Sydney
Suwarti Asmono
Partner
23 September 2022
Sydney
© 2022 Findex (Aust) Pty Ltd
www.crowe.com.au
61
N1 Holdings Limited
Shareholder information
30 June 2022
Additional information required by the Australian Securities Exchange Ltd (ASX) and not disclosed elsewhere in this
report is set out below. The information is current as at 12 September 2022.
1.
a.
b.
c.
Shareholding
Distribution of Shareholders
Category (size of holding)
Number of shares
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and Over
Total
1,143
57,933
824,990
4,623,693
82,547,814
88,055,573
%
0.00%
0.07%
0.94%
5.25%
93.75%
Number of
holders
5
20
84
124
59
292
%
1.71%
6.85%
28.77%
42.47%
20.21%
The number of shareholdings held in less than marketable parcels is 11,655.
The names of the substantial shareholders listed in the holding company’s register are:
Shareholder
REN H WONG PTY LTD
SIEW BEE TONG
Total
d.
20 Largest Shareholders — Ordinary Shares
Shareholder
REN H WONG PTY LTD
SIEW BEE TONG
MR YOKE MENG CHAN
TIN FAMILY SMSF PTY LTD
BNP PARIBAS NOMS PTY LTD
MS YUEXIAN ZHAO
MR HO YAN MAK
JIANRONG SUN
SUPERHERO SECURITIES LIMITED
1.
2.
3.
4
5
6
7
8
9
10 MS MUN CHING WANG
11 MR TONG CHAI TAN
12 MISS HUEY WONG
13
14 MR ENG LEK LAU
15
16 MR ANDREW THOMAS BARRY KENNEDY
17
18
19.
20.
IPOH YAP SMSF CO PTY LTD
STAR PLUS SUPER PTY LTD
TAN (NSW) PTY LTD
LC FAMILY SUPER PTY LTD
SILOTUS PTY LTD
AUSTRALIA WIDE DEVELOPMENT GROUP PTY LTD
Total
Number of
Ordinary Fully
Paid Shares
Held
50,000,000
5,000,000
55,000,000
% Held
of Issued
Ordinary
Capital
56.78%
5.68%
62.46%
Number of
Ordinary Fully
Paid Shares
Held
% Held
of Issued
Ordinary
Capital
50,000,000
5,000,000
4,313,500
2,614,940
2,297,367
1,388,718
1,361,982
1,357,500
997,704
908,500
908,500
820,798
800,000
713,524
709,468
535,706
500,000
500,000
500,000
500,000
76,728,207
56.78%
5.68%
4.90%
2.97%
2.61%
1.58%
1.55%
1.54%
1.13%
1.03%
1.03%
0.93%
0.91%
0.81%
0.81%
0.61%
0.57%
0.57%
0.57%
0.57%
87.14%
62
N1 Holdings Limited
Shareholder information
30 June 2022
e.
Escrowed Shares
No
f.
Vested Options
No
g.
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.
The Company has 350,000 unlisted unsecured convertible notes (convertible notes) on issue with a
face value of $70,000 as at 12 September 2022. The holder of the convertible notes may choose to
convert the notes to shares in the Company at $0.20 per share at any time before the maturity date,
being 11 May 2023. The interest rate payable on the convertible notes is 8% pa.
There are no other classes of equity securities.
h.
Current on-market buy-back
There is no current on-market buy-back in relation to the Company’s ordinary shares.
63
N1 Holdings Limited
Shareholder information
30 June 2022
64