SWIFT NETWORKS GROUP LIMITED
AND CONTROLLED ENTITIES
ABN 54 006 222 395
ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2023
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
The Board of Directors of Swift Networks Group Limited (“the Group” or “the Company”) submits its report in respect
of the year ended 30 June 2023.
The Directors of the Company in office during the year and at the date of this report are:
Name Position
Mr Charles Fear
Non-executive Chairman
Mr Bradley Denison Non-executive Director
Non-executive Director
Ms Pippa Leary
Mr Brian Mangano
Managing Director and Chief Executive Officer
Mr Darren Smorgon
Mr Robert Sofoulis
Mr Peter Gibbons
Mr Ryan Sofoulis
Non-executive Director (resigned 1 September 2022)
Non-executive Director (retired 17 November 2022)
Non-executive Director (resigned 8 September 2022)
Alternate Director to Robert Sofoulis (resigned as Alternate Director 1 September 2022,
Remains role of Chief Financial Officer)
The Company Secretary is Ms Suzie Foreman.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the year were the provision of content and communications on television
screens for out of home environments.
REVIEW OF OPERATIONS AND FINANCIAL RESULTS
Operational review
Mining and Resources
Swift’s new premium entertainment and engagement platform, Swift Access with Swift’s secure casting, launched 18
months ago, has proven to address the needs of individuals living within managed communities and the companies
responsible for the community's overall well-being. Demand for Swift Access has been strong and has already achieved
8,000 subscribers in the 18 months following release.
Mining and Resource clients that have upgraded or been introduced to Swift Access include Roy Hill, Inpex, Oz Minerals
(recently acquired by BHP) and across 12 sites for Mineral Resources. Each of these customers has minimum three-year
subscription contract terms.
Swift recently completed its largest rollout of Swift Access to date with 2,700 rooms at Roy Hill’s MPV site. This has
allowed Swift’s operational team to streamline the installation process of this new product to enable more efficient
rollouts to future customers.
FY23 has seen the continued investment to the Swift Access and Swift Broadcast products. Consultation with our
customers has seen advances in the product interface and functionality to ensure the highest level of user and
management engagement. This consultation has also led to the development of Swift’s product roadmap for FY24 and
beyond, ensuring that Swift Access addresses the needs of both customers and users of the system well into the future.
The Mining and Resources sector continues to see growth in new site construction and upgrading of legacy sites. With a
focus on customer support and satisfaction with the best product in market, Swift is well placed to win future work with
existing and new customers alike.
Retention of key staff remains a critical issue within the sector. The Swift Access platform provides users at these remote
sites with the best engagement and entertainment solution in market and helps users feel connected to home, their work
site and to their employer, assisting customers with the retention of their staff.
1
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
Operational review (continued)
Aged Care
Swift has recently announced a new partnership with Checked In Care (CIC), an award-winning care experience App which
has access to over 25,000 rooms with major providers such as Bupa Aged Care, IRT and Australian Unity. Swift’s strategy
is to grow its market share and the partnership with CIC, which is focused on integrating both Swift and CIC products to
enhance customer experiences, simplify operations and improve profitability for Aged Care providers. The partnership
will leverage Swift’s existing products including, the My Family, My Community App, to streamline all provider and
resident information and notices across the TV and other app supported devices. This partnership aims for Swift to
become a need-to-have product in the market for all providers whether they are a large national provider through to
single site providers.
Swift has welcomed multiple new Aged Care providers during FY23 including Barunga Village, Goondee Aged Care,
Eldercare and Bethanie. Swift has also deployed to 13 sites under its partnership agreement with Hubify during the year.
The Aged Care sector has seen the introduction of regulatory requirements such as well-being quality indicators,
compliance monitoring and customer ratings for resident experience. Swift is well placed to assist providers in meeting a
number of these regulatory requirements and is investing in the product and our partnership with CIC to become a
product that is a must have for providers in the industry through increasing efficiency and streamlining reporting
requirements.
Financial Review
In FY23 the group achieved operating revenue of $19.1m (FY22: $18.5m), a 3% increase year on year, as it focussed on
its core verticals of Mining and Resources, Aged Care and Government. During FY23 Swift secured a further $2.5m in
project installation revenue to be delivered and recognised in FY24. During the period Swift increased its subscription
revenue to $14.0m (FY22: $13.5m) which represents 73% of revenue in FY23. Subscription revenue only commences once
project installation has been finalised and will therefore increase over time once all projects have been completed with
revenue recognised for the full financial year.
Swift commenced repaying its debt facility during the period with a first repayment of $0.5m being made towards the
Pure loan, reducing the balance to $7.7m. The opportunity to pay back legacy COVID PAYG debt was also completed
during the period. Swift focussed on working capital throughout the year and the cash balance remained stable from
$1.6m at the end of Q1, to a closing balance of $2.1m at 30 June 2023.
Swift announced the extension of its loan facility with Pure Asset Management Pty Ltd during the period. The loan period
has been extended to 30 September 2025 with covenants aligned to a discounted rate to the business’ forecast. Swift
has met all covenant financial obligations during the period.
Swift’s Financial Asset of 19.4 million shares in Motio (ASX:MXO) were removed from escrow in October 2022. 0.57m
shares were sold on market during the period and the directors continue to explore avenues of realising this asset within
the next 12 months.
Underpinned by the efforts mentioned above, in 2023, the group recorded an Earnings Before Interest, Tax, Depreciation
Amortisation (“EBITDA”) of $1.1m (FY22: $1.4m). A reconciliation of EBITDA to NPAT has been outlined in the
Consolidated Statement of Profit and Loss with reference to Notes 2 and 3.
2
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
Outlook
FY24 will see the company continue its stated strategy to:
Engage with the investor community as Swift enters a growth phase
•
• Upgrade its sales and marketing capabilities
• Drive revenue growth with project work that delivers recurring revenues over time
•
•
•
• Maintain its current cost base
• Reduce its debt position
Explore partnership opportunities
Explore opportunities in synergistic verticals
Evolve its product suite to meet customer expectations in each core vertical
The directors look forward to updating you on our progress as the year unfolds.
GOING CONCERN
See note 28 for assessment of going concern.
SUBSEQUENT EVENTS
See Note 29 for events subsequent to reporting date.
DIVIDENDS PAID OR RECOMMENDED
No dividends were paid or recommended during the year (2022: nil).
INFORMATION ON THE DIRECTORS
Charles Fear – Non-executive Chairman
Charles Fear is an experienced Investment Banker and Non-Executive Director. He co-founded Argonaut Limited in 2002
and served as Chairman for 17 years during which time he was responsible for a significant number of Equity Market and
Mergers and Acquisitions transactions. Prior to founding Argonaut he was an Executive Director of Hartley Poynton and
Managing Director of global Canadian Investment Bank CIBC. He was also formerly a Senior Insolvency Partner of
KPMG. He presently Chairman of Mayur Resources Limited and Ortus Resources Limited, and Director of RugbyWA. He
has previously served as a Director of Atrum Coal Limited and as a Board Member and Chairman of the Western Australian
Cricket Association.
Charles is a Fellow of the Institute of Chartered Accountants (FCA) and a Fellow of the Australian Institute of Company
Directors (FAICD).
Directorships held in other listed companies in the past 3 years: Mayur Resources Limited (ASX: MRL), Atrum Coal Limited
(ASX:ATU).
Bradley Denison – Non-executive Director
Bradley is an experienced Non-Executive Director and CEO with a strong financial background. He has particular
experience in complex multi-party projects and business turnarounds. Extensive client relationships in the government,
mining, aged care and commercial sectors.
Bradley holds a Bachelor of Commerce (Accounting ) and is a Fellow of CPA Australia and Australian Institute of Company
Directors.
Bradley was the CEO of Fleetwood Limited, is a director of prefabAUS, and chairman of Providence Lifestyle Group.
Directorships held in other listed companies in the past 3 years: None
3
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
INFORMATION ON THE DIRECTORS (CONTINUED)
DIRECTORS’ REPORT
Brian Mangano – Managing Director and Chief Executive Officer
Brian is an Accountant with more than 25 years’ executive experience in Australian Listed companies in the Engineering,
Technology and Investment sectors. Brian was appointed Managing Director and Chief Executive Officer in September
2021. After qualifying with Ernst & Young, Brian travelled to the UK where he worked with Richard Branson’s Virgin group
as Financial Controller for Virgin Communications. Brian’s last major role was as CFO of ASX listed Veris Group the largest
surveying group in Australia with over 800 staff and revenues over $100 million. Brian is also a former Managing Director
of listed companies AirBoss and Australian Growth. His experience spans a broad range of areas including strategic and
business planning, mergers and acquisitions, capital raising, debt finance, information technology, risk management and
company secretarial. Brian now brings his wide ranging experience to the Group.
Directorships held in other listed companies in the past 3 years: none
Pippa Leary – Non-executive Director
Pippa joined the Company in July 2019 following her tenure heading up Nine’s digital sales team where she was
responsible for the media company’s key online properties including nine.com.au, 9Honey and their broadcast video on
demand platform 9Now. Pippa is currently the managing director (Client Product) of News Corp Australia and was
previously CEO of Fairfax-Nine programmatic exchange APEX, and prior to that held senior executive roles at Fairfax
Media, including Managing Director of the publisher’s Digital Media division. Pippa is also an experienced board director,
and past Board roles have included Equip Super, the IAB (Interactive Advertising Bureau), RLPA and Solstice Media. Pippa
is a Graduate of the Australian Institute of Superannuation Trustees (GAIST).
Directorships held in other listed companies in the past 3 years: none
Ryan Sofoulis –Alternate Director, Chief Financial Officer (resigned as Alternate Director 1 September 2022, remains
role of Chief Financial Officer)
Ryan has spent the last 15 years working within the various companies owned by the Sofoulis family. Ryan worked in the
accounts department with the ASTIB Group until it was sold in 2011, at which time he became the Company Secretary of
the Company. In 2012, Ryan became the Company Secretary of the newly created EITS Global Group and oversaw the
establishment of an international structure spanning over the USA, UK, Ireland and Australia.
Directorships held in other listed companies in the past 3 years: None
Darren Smorgon – Non-executive Director (resigned 1 September 2022)
Darren has been a Non-executive Director of Swift since February 2019 after having previously served on the board of
Medical Media for three years prior to its acquisition by Swift. He is Managing Director of Sandbar Investments, a Sydney
based family office, and prior to that, spent 16 years at CHAMP Private Equity where he led several deals including the
privatisation and subsequent re-listing of oOh!Media Limited (ASX: OML). He is also the Chairman of co-working facility
provider Hub Australia Pty Ltd and a Non-Executive Director of Total Drain Cleaning Pty Ltd.
Directorships held in other listed companies in the past 3 years: oOh!Media Limited (ASX: OML)
Robert Sofoulis – Non-Executive Director (retired 17 November 2022)
Robert is the founder of Swift Networks and Wizzie TV. Robert has an engineering background in instrumentation and
worked in the mining and oil and gas industries for 20 years before becoming an entrepreneur in 1995.
Initially concentrating in the two-way radio rental business, Robert soon expanded the business to include sales,
engineering services, distribution services of new communication technology and created ASTIB Group, consisting of
various radio and communications subsidiaries. Most of the ASTIB Group was divested in January 2011 for approximately
$50 million to CSE Global, a multinational organisation of the Singapore Exchange.
Directorships held in other listed companies in the past 3 years: None
4
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
INFORMATION ON THE DIRECTORS (CONTINUED)
DIRECTORS’ REPORT
Peter Gibbons – Non-executive Director (resigned 8 September 2022)
Peter has a proven background in building growth businesses, deep experience and extensive networks in the Aged Care,
Property and Mining & Resources sectors in Western Australia. Based in Perth, Peter is the co-founder and Managing
Director of Openn Negotiations, one of Australia’s leading online property auction platforms (ASX:OPN). Prior to Openn
Peter has had an extensive investment banking career with Macquarie Bank, Bankers Trust and Deutsche Bank. Peter was
the Chairman and is currently a Non-executive Director of Bethanie Group, Western Australia’s largest not-for-profit Aged
Care provider and was previously a Director of Silver Chain, Western Australia’s largest provider of in-home residential
aged care, Landcorp, and also served as a Commissioner of the Western Australian Football Commission.
Directorships held in other listed companies in the past 3 years: Openn Negotiation (ASX:OPN)
Suzie Foreman – Company Secretary
Suzie is an experienced Chief Financial Officer and Company Secretary with a demonstrated history of working with a
wide range of businesses from start-up enterprises to ASX top 300 corporates. Suzie has worked with senior management
and boards to advise on governance, enterprise risk management, audit and corporate compliance, company secretarial,
and financial reporting responsibilities. Suzie has been involved in the listing of numerous entities on the Australian
Securities Exchange over the past 20 years and facilitated and managed a large number of capital raisings and M&A
transactions.
Suzie has held senior management roles across a range of businesses including industrial, mining production and public
practice. Suzie is the Company Secretary of ASX listed entities NickelSearch Limited, (ASX:NIS), Spectur Limited (ASX:SP3)
and The GO2 People Ltd (ASX:GO2).
Suzie holds a Bachelor of Business, a Certificate of Applied Corporate Governance and Risk Management, is a Chartered
Accountant, and a Governance Institute Fellow member.
DIRECTORS’ INTERESTS
The interests of each Director in the shares and options of the Group as notified by the Directors to the ASX in accordance
with s205G(1) of the Corporations Act 2001 as at date of this report were as follows:
Director
Ordinary Shares
Options
Rights to deferred
Shares
Employee Incentive Scheme
Rights (“EIS”)
Mr C Fear
Ms P Leary
Mr B Denison
Mr B Mangano1
9,024,000
6,212,749
2,300,000
-
-
-
21,786,515
2,000,000
750,000
-
600,000
-
-
-
-
13,066,433
1.
FY23 8,445,946 STI awards are included in Ordinary Shares and 8,445,946 LTI Performance Rights are included in EIS
and are subject to shareholder approval, to be sought at the 2023 AGM.
5
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
DIRECTORS’ MEETINGS
There were no separate committee meetings. The number of meetings of the Company’s Board of Directors held during
the year ended 30 June 2023 and the number of meetings attended by each Director was:
Director
Mr C Fear
Mr B Denison
Mr B Mangano
Ms P Leary
Mr Robert Sofoulis
Mr D Smorgon
Mr P Gibbons
Number eligible to attend
Number Attended
Board
10
10
10
10
3
2
2
10
10
10
7
3
2
2
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Additional comments on expected results of operations of the Group are included in this report under the review of
operations and significant changes in the state of affairs.
6
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT - AUDITED
Introduction
This Remuneration Report has been prepared in accordance with section 300A of the Corporations Act and associated
regulations. The Remuneration Report has been audited by the Group’s Auditor.
The Remuneration Report provides details of the remuneration arrangements for the following Key Management
Personnel (“KMP”) of the Group and the Company for the 2023 financial year:
Directors and Key Management Personnel
Name
Mr C Fear
Position
Non-executive Chairman
Mr B Denison
Non-executive Director
Ms P Leary
Non-executive Director
Mr B Mangano
Managing Director and Chief Executive Officer
Mr D Smorgon
Non-executive Director (resigned 1 September 2022)
Mr Robert Sofoulis
Non-executive Director (retired 17 November 2022)
Mr P Gibbons
Non-executive Director (resigned 8 September 2022)
Mr Ryan Sofoulis
Chief Financial Officer and Finance Director
Alternate Director to Mr Robert Sofoulis (resigned as Alternate Director 1 September
2022, remains role of Chief Financial Officer)
KMP are those Directors and executives with authority and responsibility for planning, controlling and directing the affairs
of Swift Networks Group Limited.
Remuneration Policy
Compensation levels for KMP of the Group are competitively set to attract and retain appropriately qualified and
experienced Directors and executives.
The compensation structures explained below are designed to attract suitably qualified candidates, reward the
achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The
compensation structures take into account:
1. the capability and experience of the key management personnel
2. the key management personnel’s ability to control their relevant business unit’s performance
There is direct relationship between KMP remuneration and performance. The Board did not engage an independent
remuneration consultant during the reporting year.
Fixed compensation
Fixed compensation consists of base compensation (which is calculated on a total cost basis), as well as employer
contributions to superannuation funds. Compensation levels are reviewed annually by the Board through a process that
considers individual, business unit and overall performance of the Group.
Variable compensation
Variable compensation rewards are based upon achievement of targets aligned to the Company’s business plans and
longer-term strategy. Variable components (short and long term) are driven by challenging targets focused on external
and internal measures of financial and non- financial performance to align with Company success.
7
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
REMUNERATION REPORT – AUDITED (CONTINUED)
Short Term Incentives
DIRECTORS’ REPORT
Under the Company’s Short-Term Incentive (STI) arrangements, the Board has determined that eligible participants may
earn an STI award in the form of Shares for the achievement of pre-determined key performance measures (KPI’s) each
financial year. The KPI’s are objectively set at the commencement of the year, measured, and STI’s awarded at the end
of the financial year based upon results. STI awards for executives are contractual, in accordance with their Executive
Service Agreements.
Structure of STI Plan
Feature
Description
Maximum Opportunity
Managing Director: Up to 50% of fixed remuneration as STI
Performance Hurdle Metrics
Refer Performance Metrics Table below
Delivery of STI
100% of the STI award is paid in Share awards (fully paid ordinary shares).
Board Discretion
The Board has discretion to adjust remuneration outcomes up or down to prevent
any inappropriate award outcomes.
Long Term Incentives
Under the Company’s Long-Term Incentive (LTI) arrangements, the Board has determined that eligible participants may
earn an LTI award in the form of Performance Rights for the achievement of pre-determined key performance measures
(KPI’s) each financial year. The KPI’s are objectively set at the commencement of the year, measured, and LTI’s awarded
at the end of the financial year based upon results. LTI awards for executives are contractual, in accordance with their
Executive Service Agreements.
Structure of LTI Plan
Feature
Description
Maximum Opportunity
Managing Director: Up to 50% of fixed remuneration as LTI
Performance Hurdle Metrics
Refer Performance Metrics Table below
Delivery of LTI
100% of the LTI award is paid in Performance Rights. The value of the award is
measured by reference to achieving of the KPI Performance Hurdle Metrics. The
award is then divided by the value of the rights to determine the number of
instruments granted to each participant.
Exercise Price
Nil
Vesting/Retention
Once the Performance Rights are awarded, they are subject to a 2 year retention
period before fully vesting, (50% at the end of year 1 and 50% at the end of year 2).
The award is subject to forfeiture on cessation of employment. This encourages
retention and shareholder alignment.
Board Discretion
The Board has discretion to adjust remuneration outcomes up or down to prevent
any inappropriate award outcomes.
8
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Performance Hurdle Metrics
The performance of KMP’s during the year ended 30 June 2023 for both Short Term and Long Term incentives were
assessed against key performance measures that covered the following areas:
Indicator
Company Performance
% Weighting
Reason for selection
(a)
(b)
Achievement of the financial year's annual
budgeted EBITDA
Exceed the Total Shareholder Return of the MSCI
Australian Microcap Index over the Financial year.
Individual Performance
(a)
(b)
(c)
Achievement of individual profit and loss
measurement contribution (budget)
Assessment of performance against individual set
of KPI's
Achievement of cultural, safety and team
indicators.
50%
25%
10%
10%
5%
Shareholder value, operational
excellence and growth.
Reflects improvements in revenue and
cost control.
Focusing on shareholder value growth
relative to peers.
Fostering talent, operational excellence
and engaged personnel.
Reflecting individual contribution to
revenue and cost control.
Targeted metrics chosen to be critical
to individual role and performance.
Prioritising safety and teamwork and
individual engagement.
Remuneration governance
The full Board undertook the responsibilities of the Remuneration and Nomination Committee for the year.
9
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Key Management Personnel Remuneration
The emoluments for each director and KMP of the Company for the year ended 30 June 2023 are as follows:
Directors
Year
Salary
Cash
and KMP
&Fees (Cash)
Bonus4
Annual
Leave1
Share Based
payments2
Super
Long
Total
Perf.
Service
Leave
Related
%
C Fear
B Denison
P Leary
B Mangano
D Smorgon
Robert
Sofoulis
P Gibbons
K Ostin
Ryan
Sofoulis3
Totals
Totals
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
56,274
28,012
37,516
23,333
37,516
134,139
-
-
-
-
-
-
-
-
-
-
-
6,170
5,909
3,671
2,801
4,545
3,939
3,671
2,333
6
3,939
4,024
2,051
10,181
333,952
20,000
(3,169)
198,866
25,292
347,111
8,333
56,667
18,816
48,000
8,860
40,000
-
16,665
-
-
-
-
-
-
-
-
-
14,194
133,477
23,568
-
-
-
-
-
-
-
-
-
-
-
-
-
875
5,667
1,976
4,800
930
14,337
4,000
-
-
9,723
1,667
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
68,353
9%
34,484
11%
46,000
10%
29,337
13%
41,461
0%
150,395
10%
574,941
35%
518,350
26%
9,208
62,334
20,792
52,800
9,790
58,337
-
0%
0%
0%
0%
0%
0%
-
28,055
35%
206,247
13,333
2,005
56,753
21,656
7,762
307,756
18%
178,667
-
6,952
33,642
17,867
8,793
245,921
14%
707,514
33,333
(1,164)
266,340
64,516
7,762
1,078,301
25%
872,594
-
25,170
200,572
72,884
8,793
1,180,013
17%
1 Movement in annual leave provision.
2 Refer to the below table and note 19 for further details.
3 Ryan Sofoulis was appointed as the Chief Financial Officer (“CFO”) and Finance Director partially through FY2022 and he has held
this position for the whole of FY2023.
4 Cash bonus refers to disclosures in current service agreements.
10
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Details of Share Based Payments
Remuneration Type
Grant Date
Number
Granted
Total P&L
expense in
the year
As at 30 June 2023
Number
vested and
exercisable
Number
unvested
C Fear
C Fear
Ordinary Share Rights
18 November 20211
600,000
4,545
Ordinary Share Rights
17 November 20221
150,000
1,625
B Denison
Ordinary Share Rights
18 November 20211
600,000
4,545
-
-
-
600,000
150,000
600,000
B Mangano
B Mangano
B Mangano
B Mangano
Performance Rights
(FY22)2
Share Awards (FY22)2
Performance Rights
(FY23)3
Share Awards (FY23)3
1 July 2021
4,620,487
38,007
2,310,244
2,310,244
1 July 2021
4,620,487
-
4,620,487
-
1 July 20223
8,445,946
45,695
1 July 20223
8,445,946
109,797
-
-
-
8,445,946
8,445,946
2,000,000
B Mangano
Ordinary Shares Options2
18 November 2021
2,000,000
5,367
Ryan Sofoulis
Ryan Sofoulis
Performance
Rights(FY22)2
Share Awards (FY22)2
Ryan Sofoulis
Ryan Sofoulis
Performance
Rights(FY23)2
Share Awards (FY23)2
1 July 2021
1,202,593
9,892
601,296
601,297
1 July 2021
1,202,593
-
1,202,593
-
1 July 2022
2,545,354
13,771
-
2,545,354
1 July 2022
2,545,354
33,090
2,545,354
Ms P Leary
Incentive Options4
26 June 2019
1,000,000
6
-
1
2-3
3
4
Approved by shareholders on 17 November 2022.
Refer to valuation in next page.
The Performance Rights and Share Awards are subject to shareholder approval.
The Options lapsed unexercised on 31 December 2022.
-
-
11
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Mr Charles Fear was granted 600,000 ordinary share rights on 19 November 2021 in accordance with the non-executive
Letter of Appointment and an additional 150,000 ordinary share rights in relation to his role change as Chairman on 17
November 2022. He held 750,000 ordinary share rights as at 30 June 2023. The rights are subject to a vesting period of
two years following the date of appointment to Mr Fear’s respective positions. The rights will be forfeited in full and lapse
should Mr Fear not complete his respective engagement for the two year period. The aggregated share-based payment
of $6,170 in relation to these arrangements was recorded in FY2023 (FY2022:$3,671).
Mr Bradley Denison was granted 600,000 ordinary share rights on 19 November 2021 in accordance with his non-
executive Letter of Appointment which were approved at the 2022 AGM. These rights are subject to a vesting period of
two years. The rights will be forfeited in full and lapse should he not complete his engagement as Non-executive Director
for the two years. A share-based payment of $4,545 in relation to this arrangement was recorded in FY2023 (FY2022:
$3,671).
Mr Brian Mangano was issued 2,000,000 share options in accordance with his employment contract and subsequent
approval by the shareholders at the 2021 AGM. These options are exercisable at five cents per share with a minimum
exercise period of three years. A share-based payment expense of $5,367 in relation to this arrangement was recorded
in FY2023 (FY2022: $4,220).
Mr Brian Mangano was granted 9,240,974 awards under FY2022 Employee Incentive Scheme (“EIS”), consisting of
4,620,487 STI Share Awards and 4,620,487 LTI Performance Rights, which were all approved at the 2022 AGM. The
4,620,487 STI Awards are awarded as ordinary shares and the 4,620,487 LTI performance rights are subject to continuous
employment and vest on 30 June 2023 (50%) and 30 June 2024 (remaining 50%). The Shares and Performance Rights
(although fully granted) were accepted by the holder and issued on 24 July 2023. A share-based payment expense of
$38,007 in relation to this arrangement was recorded in FY2023 (FY2022: $129,257).
In FY2023, Mr Brian Mangano was granted 16,891,892 awards under the FY2023 EIS, consisting of 8,445,946 STI Share
Awards and 8,445,946 LTI Performance Rights. The 8,445,946 STI Share Awards are subject to shareholder approval at
the 2023 AGM or are otherwise payable as a bonus in cash. The 8,445,946 LTI Performance Rights are subject to
shareholder approval. In addition, the LTI Performance Rights are subject to continuous employment and vest on 30 June
2024 (50%) and 30 June 2025 (remaining 50%). A provisional share-based payment expense of $155,492 in relation to
the securities was recorded in FY2023 (FY2022: nil).
In FY2022, Mr Ryan Sofoulis was granted 2,405,186 awards under the FY2022 EIS, consisting of 1,202,593 STI Share
Awards and 1,202,593 LTI Performance Rights, which were all approved at the 2022 AGM. The 1,202,593 STI Awards are
awarded as ordinary shares and the 1,202,593 LTI Performance Rights are subject to continuous employment and vest
on 30 June 2023 (50%) and 30 June 2024 (50%). The Shares and Performance Rights (although fully granted) were
accepted by the holder and issued on 24 July 2023. A share-based payment expense of $9,892 was recorded in FY2023
(FY2022: $33,642)
In FY2023, Mr Ryan Sofoulis was granted 5,090,708 awards under FY2023 EIS, consisting of 2,545,354 STI Share Awards
and 2,545,354 LTI Performance Rights. The 2,545,354 STI Share Awards can be converted to ordinary shares immediately,
and the 2,545,354 LTI Performance Rights are subject to continuous employment and vest on 30 June 2024 (50%) and 30
June 2025 (remaining 50%). A provisional share-based payment expense of $46,861 in relation this new arrangement was
recorded in FY2023 (FY2022: nil).
Ms Pippa Leary’s full 1,000,000 options lapsed unexercised as at 30 June 2023. A share-based payment amount of $6
was recorded in FY2023 (FY2022: $2,051).
12
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Apart from the grant of the FY2023 EIS rights, the Company has not granted any options nor rights to other directors in
FY2023.
Valuation
The fair value of these share-based instruments was calculated as follows:
Share Options
Ordinary Share
Rights
(FY2022)
Black Scholes
(FY2022)
Share price at grant
date
Performance
Rights & Share
Awards
(FY2022 EIS)
Share price at grant
date
Ordinary Share
Rights
(FY2023)
Share price at
grant date
Performance
Rights & Share
Awards
(FY2023 EIS)
Share price at grant
date
Method
Spot price (cents)
1.9
Strike price
5 cents
1.7
nil
1.7
nil
1.7
nil
1.3
nil
Expiry date
6 February 2025
18 November 2023
30 June 2025
21 March 2024
30 June 2026
Volatility
Risk free rate
Fair value per unit
(cents)
100%
0.97%
0.8
n/a
n/a
2.0
n/a
n/a
1.7
n/a
n/a
1.7
n/a
n/a
1.3
All other incentive plans previously in place have been cancelled or lapsed due to the vesting criteria not being
achieved.
Statutory performance indicators
The table below shows measures of the Group’s financial performance over the last four years as required by the
Corporations Act 2001.
Loss after income tax
Basic loss (cents per share)
Decrease share price (%)
Current service agreements
2023
(3,978)
(0.7)
(18)
2022
(3,653)
(0.6)
(6)
2021
(4,766)
(0.8)
(50)
2020
(21,647)
(6.3)
(82)
The current service agreements in place between the Company and its Directors and Key Management Personnel set out
below:
(i)
The Company has entered into Contract of Employment agreements for Director Fees as follows:
13
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Current directors
Mr C Fear
$60,000 per annum plus statutory superannuation.
Mr C Fear voluntarily reduced his director fees by 10% from 1 November 2022 to 30 June 2023.
Mr B Denison
$40,000 per annum plus statutory superannuation.
Mr B Denison voluntarily reduced his director fees by 10% from 1 November 2022 to 30 June 2023
Ms P Leary
$40,000 per annum plus statutory superannuation.
Ms P Leary voluntary reduced her director fees by 10% from 1 November 2022 to 30 June 2023.
Mr B Mangano
$365,000 per annum plus statutory superannuation.
Mr B Mangano took a voluntary reduction in his base salary from $365k to $315k and accordingly
reduced statutory superannuation from 1 November 2022 to 30 June 2023. Mr Mangano reached
his Board set KPI’s during the year and subsequently received a cash bonus of $20k. All other
material terms and conditions relating to his Executive Service Contract as disclosed in the 30 June
2022 financial report remain unchanged.
Mr D Smorgon
$40,000 per annum plus statutory superannuation (resigned 1 September 2022)
Mr P Gibbons
$40,000 per annum plus statutory superannuation (resigned 8 September 2022)
Mr Robert Sofoulis $48,000 per annum plus statutory superannuation (retired 17 November 2022)
Mr R Sofoulis took a voluntary reduction of 10% of his directors fees from 1 November 2022.
(ii) Mr Charles Fear’s service agreement as Non-executive Chairman includes a grant of 750,000 ordinary share rights
comprising 600,000 for appointment as Non-executive director and 150,000 for his subsequent appointment as
Non-executive Chairman. The rights were approved by shareholders at the 2022 AGM and will vest two years after
each appointment date and convert at no cost following the end of vesting period.
(iii) Mr Bradley Denison’s service agreement of Non-executive Director includes a grant of 600,000 ordinary share
rights, approved by shareholders at the 2022 AGM. The rights will vest two years after the appointment date and
convert at no cost following the end of vesting period.
(iv)
On 16 September 2021, the Company appointed Mr Brian Mangano under an Executive Services Agreement (ESA)
to the role of Managing Director and Chief Executive Officer, with a base remuneration of $365,000, exclusive of
superannuation and 2,000,000 options exercisable at five cents per share with a minimum three year exercise
period. Mr Mangano agreed to a voluntary reduction in salary during FY23 as detailed above.
The ESA also outlined Mr Mangano’s participation in the Company’s EIS subject to an annual review and at the
Board's sole and absolute discretion.
The Company or Mr Mangano may terminate the employment agreement at any time by giving to the other not
less than 6 months’ written notice.
(v)
On 15 October 2021, the Company appointed Mr Ryan Sofoulis the role of Chief Financial Officer and Finance
Director on a base salary of $190,000 per annum followed by an increase to $220,000 on 1 July 2022 exclusive of
superannuation. Mr Sofoulis agreed to a voluntary reduction of 10% in salary from 1 November 2022 to 30 June
2023. Mr Sofoulis reached his Board set KPI’s during the year and subsequently received a cash bonus of $13k.
The Company or Mr Sofoulis may terminate the employment agreement at any time by giving to the other not
less than 5 months’ written notice.
14
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
REMUNERATION REPORT – AUDITED (CONTINUED)
DIRECTORS’ REPORT
(vi) Ms Pippa Leary was granted 1,583,311 Performance Rights in July 2020 and 1,000,000 incentive options in her
previous role of CEO. The rights have been converted to ordinary shares whilst the full 1,000,000 options lapsed
unexercised as at 30 June 2023.
Shareholdings of Key Management Personnel
The movement during the reporting period in the number of ordinary shares in Swift Networks Group Limited held
directly, indirectly or beneficially, by each specified Director and KMP, including their related entities, is as follows:
Ordinary
Shares Held at
30 June 2022
No.
7,000,000
2,300,000
4,629,438
13,340,569
5,209,024
8,210,800
Directors
Mr C Fear
Mr B Denison
Ms P Leary
Mr B Mangano
Mr Ryan Sofoulis
Mr D Smorgon
Mr Robert Sofoulis
97,374,768
Mr P Gibbons
1,201,858
Granted1
Held at Date of
Resignation/
Retirement
Acquire
on Market
Exercise of
Rights
Net
Change
-
-
-
8,445,946
2,545,354
-
-
-
-
-
-
-
-
(8,210,800)
(97,374,768)
(1,201,858)
2,024,000
-
-
-
-
-
-
-
-
-
2,024,000
-
1,583,311
1,583,311
-
-
-
-
-
8,445,946
2,545,354
-
-
-
Ordinary
Shares Held at
30 June 2023
No.
9,024,000
2,300,000
6,212,749
21,786,515
7,754,378
N/A
N/A
N/A
1. The securities granted to Mr B Mangano are subject to shareholder approval.
Rights to deferred shares of Directors and Key Management Personnel
The table below summarises the number of deferred shares in Swift Networks Group Limited held directly, indirectly or
beneficially, by each specified Director and KMP, including their related entities during the reporting year.
Held at 30 June
2022
No.
Ordinary Share
Rights granted
during the year
Ordinary Share
Rights vested
during the year
Held at
30 June 2023
No.
Vested &
exercisable
at year end
Directors
Mr C Fear
Mr B Denison
600,000
600,000
150,000
-
-
-
750,000
600,000
-
-
15
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
REMUNERATION REPORT – AUDITED (CONTINUED)
DIRECTORS’ REPORT
Option holdings of Directors and Key Management Personnel
The movement during the reporting period in the number of issued options in Swift Networks Group Limited held directly,
indirectly or beneficially, by each specified Director and KMP, including their related entities, is as follows:
Directors
Ms P Leary
Mr B Mangano
Held at
30 June 2022
No.
Exercised
during the
year
Lapsed
During the
year
Held at
30 June 2023
No.
Options vested &
exercisable at year
end
1,000,000
2,000,000
-
-
(1,000,000)
-
-
2,000,000
-
-
Performance right holdings of Directors and Key Management Personnel
The movement during the reporting period in the number of issued Performance Rights in Swift Networks Group Limited
held directly, indirectly or beneficially, by each specified Director and KMP, including their related entities, is as follows:
Held at
30 June 2022
No.
Exercised
during the
year
Granted as
compensation
Held at
30 June 2023
No.
Performance
rights vested &
exercisable at
year end2
1,583,311
1,557,728
4,620,487
(1,583,311)
-
-
-
2,545,354
8,445,946
-
4,103,082
13,066,433
-
956,431
2,310,244
Directors
Ms P Leary
Mr Ryan Sofoulis
Mr B Mangano1
1.
2.
Performance Rights granted to B Mangano are subject to shareholder approval.
Full terms and conditions of the Performance Rights are disclosed in Details of Share Based Payments – above.
Loans with Directors and Key Management Personnel
The Company has no other loans advanced by the Directors and their related parties as of 30 June 2023.
Other transactions with Directors and Key Management Personnel
Transactions with Directors and KMP related parties are on normal commercial terms and conditions no more favourable
than those available to other parties unless otherwise stated.
Payments made to Wenro Holdings Pty Ltd, a company of which Robert Sofoulis is a
Director and Ryan Sofoulis is associated with, for provision of premises, pursuant to lease.
2023
2022
$
-
$
161,536
No other transactions existed during the year and as at reporting date between the Company and with Directors and or
KMP.
16
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
REMUNERATION REPORT – AUDITED (CONTINUED)
DIRECTORS’ REPORT
Voting and comments made at the Company’s 2022 annual General Meeting
The approval of the Remuneration Report was passed as indicated in the results of the Annual General Meeting dated 18
November 2022, with 98.5 per cent voting in favour.
This is the end of the Audited Remuneration Report.
17
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
SHARES UNDER ISSUE
Unissued ordinary shares of Swift Networks Group Limited under option at the date of this report are:
Options
Grant date
30 April 2020
18 November 2021
Total
Securities on issue
Expiry date
30 April 2025
7 February 2025
Exercise price
$0.05
$0.05
Number
2,000,000
2,000,000
4,000,000
Total number of securities of the Company on issue as at the date of this report are as follows:
No.
Fully paid Ordinary Shares
599,818,338
No.
Options
4,000,000
No.
Rights
14,186,794
No.
Warrants
110,666,666
Directors’ holdings of shares, options and performance rights during the financial period have been disclosed in the
Remuneration Report. Option, warrant or performance rights holders do not have any right, by virtue of their option /
performance rights, to participate in any share issues of the Company.
INDEMNIFICATION AND INSURANCE OF DIRECTORS
During the reporting period, the Company paid a premium to insure the Directors and Officers of the company and its
wholly owned subsidiaries.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of any entity in the Group, and any other payments arising from liabilities
incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct
involving a wilful breach of the duty by the officers or the improper use by the officers of their position or of information
to gain an advantage for themselves or someone else to cause detriment to the Company. It is not possible to apportion
the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.
NON-AUDIT SERVICES
BDO Audit (WA) Pty Ltd is the Group’s auditor. During the year, BDO Corporate Tax provided other services in addition
to their statutory duties. In the future the Group may decide to employ the auditor on assignments additional to their
statutory audit duties where the auditor’s expertise and experience with the Company is important.
The total amount paid to the auditors were $33k (FY22: $26k). Details of the amount paid to the auditors are disclosed
in note 22 to the financial statements.
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the Auditors’ Independence Declaration as required under Section 307C of the Corporations Act 2001 is set out
on page 20.
18
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
ENVIORNMENTAL REGULATIONS
The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires
entities to report greenhouse gas emissions and energy use. For the measurement period 1 July 2022 to 30 June 2023
the directors have assessed that there are no current reporting requirements, but the Group may be required to do so in
the future.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or 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 any part of
those proceedings.
The Company was not a party to any such proceedings during the year.
ROUNDING OFF
The Company is of an entity to which Australian Securities and Investments Commission (ASIC) Corporations (Rounding
in Financial/Directors’ Reports) Instruments 2016/91, dated 24 March 2016 applies. Amounts in the Directors’ Report
and the Financial Statements have been rounded to the nearest thousand dollars, unless otherwise stated.
Dated at Perth this 30th day of August 2023
This report is made in accordance with a resolution of the Directors.
Mr Charles Fear
Chairman
19
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF SWIFT NETWORKS GROUP
LIMITED
As lead auditor of Swift Networks Group Limited for the year ended 30 June 2023, I declare that, to the
best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Swift Networks Group Limited and the entities it controlled during the
period.
Jarrad Prue
Director
BDO Audit (WA) Pty Ltd
Perth
30 August 2023
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE
YEAR ENDED 30 JUNE 2023
Note
2023
$000
2022
$000
Continuing Operations
Revenue
Operating expenses
Depreciation and amortisation
Amortisation of right-of- use assets
Impairment expenses
Share based payment
Business restructuring costs
Fair value loss on financial assets
Amortisation other
Provisions for financial liabilities
Results from operating activities
Finance income
Finance costs
Net finance costs
Loss before income tax
Income tax benefit/(expenses)
Loss from continuing operations
Loss for the year
Total comprehensive loss for the year
2
3
8,9
14
19
10
11
4
19,060
(17,990)
1,070
(1,185)
(163)
-
(611)
(49)
(290)
(17)
(1,410)
(2,655)
28
(1,351)
(1,323)
(3,978)
-
(3,978)
(3,978)
(3,978)
18,518
(17,098)
1,420
(1,275)
(182)
(234)
(431)
(364)
(1,085)
(44)
-
(2,195)
63
(1,521)
(1,458)
(3,653)
-
(3,653)
(3,653)
(3,653)
21
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR
THE YEAR ENDED 30 JUNE 2023 (CONTINUED)
Loss per share attributable to the members of Swift
Networks Group Limited:
Basic loss per share
Loss from continuing operations
Diluted loss per share
Loss from continuing operations
Cents
Cents
(0.7)
(0.6)
(0.7)
(0.6)
26
26
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction
with the accompanying notes.
22
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2023
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventory
Other current assets
Total Current Assets
Non-Current Assets
Trade and other receivables
Property, plant and equipment
Right-of-use assets
Contract assets
Intangible assets
Financial assets at fair value through profit or loss
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Contract liabilities
Provisions
Lease Liabilities
Borrowings
Total Current Liabilities
Non-Current Liabilities
Other payables
Provisions
Borrowings
Lease Liabilities
Contract Liabilities
Total Non-Current Liabilities
Total Liabilities
Net (Liabilities)/Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Note
5
6
7
6
8
14
15
9
10
11(a)
15
12
14
13
11(b)
12
13
14
15
16
17
18
2023
$000
2,073
3,206
1,475
646
7,400
-
480
644
-
2,370
622
4,116
11,516
6,185
2,157
585
192
-
9,119
1,036
40
6,418
577
37
8,108
17,227
(5,711)
61,627
6,922
(74,260)
(5,711)
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
2022
$000
3,750
2,512
856
637
7,755
144
694
737
16
1,979
940
4,510
12,265
5,320
1,066
537
154
7,238
14,315
-
33
-
701
102
836
15,151
(2,886)
61,627
5,769
(70,282)
(2,886)
23
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2023
Note
Issued Capital
Reserves
$000
$000
Accumulated
losses
$000
Total
$000
For the year ended 30 June 2023
At the beginning of the year
Total comprehensive loss for the year
Transactions with shareholders in their
capacity as shareholders:
Share based payments and warrants
At the end of the year
19
61,627
-
-
61,627
5,769
-
1,153
6,922
(70,282)
(3,978)
(2,886)
(3,978)
-
(74,260)
1,153
(5,711)
Note
Issued Capital
Reserves
Accumulated
losses
$000
$000
$000
Total
$000
For the year ended 30 June 2022
At the beginning of the year
Total comprehensive loss for the
year
Transactions with shareholders in
their capacity as shareholders:
Share based payments
19
At the end of the year
61,627
61,627
5,338
(66,629)
336
-
-
-
(3,653)
(3,653)
431
5,769
-
431
(70,282)
(2,886)
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
24
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2023
Cash Flows from Operating Activities
Cash receipts in the course of operations
Cash payments in the course of operations
Government grants received
Finance costs
Interest received
R&D tax refunds
Net cash inflows from operating activities
Cash Flows from Investing Activities
Purchase of property, plant and equipment
Payment for development
Proceeds from sale of listed shares
Net cash outflows for investing activities
Cash Flows from Financing Activities
Repayments of lease liabilities
Repayment of borrowings
Payment of transactions costs
Net cash outflows from financing activities
Net decrease in cash and cash equivalents
Cash at the beginning of the year
Cash at the end of the year
Note
20
8
9
13
5
2023
$000
19,144
(18,815)
-
(924)
28
970
403
(172)
(1,190)
28
(1,334)
(154)
(516)
(76)
(746)
(1,677)
3,750
2,073
2022
$000
20,188
(20,005)
100
(850)
63
1,512
1,008
(337)
(1,041)
450
(928)
(207)
-
-
(207)
(127)
3,877
3,750
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
25
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Reporting entity
Swift Networks Group Limited (the ‘Company’) is a Company domiciled in Australia and a for-profit entity for the
purpose of preparing financial statements. The consolidated financial statements and notes represent those of the
Swift Networks Group Limited and controlled entities (the “consolidated Group” or “Group”).
The separate financial statements of the parent entity, Swift Networks Group Limited, have not been presented within
this financial report as permitted by the Corporations Act 2001.
Note 1 . Operating segments
In conjunction with AASB 8 Operating Segments, the Company has identified its operating segment based on internal
reports that are reviewed and used by the Chief Operating Decision Maker (CODM) in assessing performance and in
determining the allocation of resources. The CODM has been identified as the Chief Executive Officer.
The CODM monitors the operating results of the consolidated group and organises its business activities and product
lines in the digital entertainment and services sector. The performance of the consolidated group is evaluated based
on Earnings before Interest, Taxes, Depreciation and Amortisation (“EBITDA”) which are measured in accordance with
the Company’s accounting policies.
Consistent with the assessment in annual accounts ended 30 June 2022, the Group has identified only one reporting
segment in the digital entertainment and service sector for which the Group earn revenue and allocate resources. As
such, the reportable segment for the current period is represented by primary statements forming this financial report
being one segment.
Note 2. Revenue
Revenue from continuing operations
Total revenue
Disaggregation of revenue
Revenue recognition at a point in time1
Revenue recognition over time2
1. Relating to sale of equipment
2. Relating to content, support and services
Geographical information
All revenue is derived in Australia.
2023
$000
19,060
19,060
2023
$000
5,040
14,020
19,060
2022
$000
18,518
18,518
2022
$000
4,988
13,530
18,518
Revenue of approximately $3.2m (FY2022: $2.2m) is derived from a single external customer. The revenue is
attributed to upgrade, content and support.
26
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 2. Revenue (continued)
Revenue recognised in relation to contract
liabilities
Revenue recognised that was included in the
contract liability balance at 1 July for Content and
Technology revenue
Unsatisfied long-term Content & Technology
revenue
Revenue recognised that was included in the
contract liability balance at 1 July for Content
and Technology revenue
2023
$000
151
151
2023
$000
2022
$000
157
157
2022
$000
18,548
17,933
18,548
17,933
As at 30 June 2023, the Group expects that 56% of the transaction price allocated to the unsatisfied contracts for
Content and Technology will be recognised as revenue in the 2024 financial year. The remaining 44% will be recognised
from2025 to 2028. The Group applies the practical expedient in paragraph 121 of AASB 15 and does not disclose
information about remaining performance obligations that have original expected durations of one year or less.
Note 3. Operating expenses
Cost of sales
Employment costs1
Occupancy costs
Professional fees
General & administration expenses
Government grants
Other income2
2023
$000
(11,372)
(5,768)
(149)
(390)
(923)
-
612
2022
$000
(11,220)
(6,014)
(212)
(409)
(855)
100
1,512
(17,990)
(17,098)
1. The Directors and executives have voluntarily taken a salary reduction as part of cost management in FY2023.
2 . Other income is predominately related to $0.6m R&D refunds received and recognised in FY2023.
27
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 4. Taxation
(a) Income tax benefit
Major components of income tax expense are:
Current tax
Deferred tax
Under/Over
Income tax expense/ (benefit) reported in the income statement
(b) Numerical reconciliation
The prima facie tax on loss from ordinary activities before income tax
is reconciled to the income tax as follows:
Prima facie tax payable on loss from ordinary activities before income
tax at 25% (2022: 26%)
- Non deductible share based payments
- Other permanents
Changes to income tax expense due to:
- Deferred taxes not recognised
Income tax expenses attributable to entity
Note 5. Cash and cash equivalents
Cash at bank and on hand
Refer to note 21 on risk exposure analysis for cash and cash equivalents.
2023
$000
-
-
-
2022
$000
-
-
-
-
(3,978)
(3,386)
(994)
153
(150)
991
-
2023
$000
2,073
2,073
(847)
108
332
407
-
2022
$000
3,750
3,750
28
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 6. Trade and other receivables
Current
Trade receivables1
Other receivables2
Loss allowance
Non-Current
Trade receivables
2023
$000
2,902
307
(3)
3,206
2022
$000
2,133
495
(116)
2,512
-
144
1. Trade receivables are non-interest bearing and are generally on 30-60-day terms. The Company has utilised $113k
provision for loss allowance to offset Pindan Contracting Pty Ltd’s receivable balance as a result of Pindan’s liquidation.
The Company has assessed the receivables and did not expect any other credit loss. Due to short term nature of the
current receivables, their carrying amount is considered to be the same as their fair value.
At 30 June 2023, a total of $487k was past due of which $160k has been received. The remaining overdue balance is
$327k (FY2022: $334k). These relate to a number of independent customers for whom there is no recent history of
default. Swift is confident that these receivables are collectable and are active in the management and reduction of
these overdue amounts.
2. The restricted cash of $239k secured for issuance of bank guarantees is included in other receivables.
Refer to Note 21 Financial Risk Management for risk exposure analysis for Trade and other receivables.
Note 7. Inventory
Inventory:
Finished goods
Provision for obsolescence
Work in progress
Amounts recognised in profit or loss
2023
$000
691
(55)
839
1,475
2022
$000
611
(53)
298
856
1.
Inventories recognised as an expense during the year ended 30 June 2023 amounted to $1,764k (FY2022:
$1,713k). They were included in cost of sales in the statement of profit or loss for providing services.
2. Write-downs of inventories to net realisable value amounted to $2k (FY2022:$21k). These were recognised
as an expense during the year ended 30 June 2023 and included in cost of sales in the statement of profit or
loss.
29
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 8. Property, plant and equipment
Motor
Vehicles
Software
Office Fit-
out &
Equipment
Test
Equipment
Rental
Equipment
Leasehold
Improvement
Total
$000
$000
$000
$000
$000
$000
$000
44
-
(27)
17
297
2
(160)
139
123
9
(102)
30
15
47
(13)
49
29
108
(42)
95
186
6
(42)
150
694
172
(386)
480
161
1,007
887
275
4,503
218
7,051
(144)
(868)
(857)
(226)
(4,408)
(68)
(6,571)
17
139
30
49
95
150
480
Year ended 30 June 2023
Opening net book
amount
Additions
Depreciation expenses
Closing net book amount
At 30 June 2023
Cost
Accumulated
depreciation and
impairment
Net book amount
Year ended 30 June 2022
Opening net book
amount
Additions
67
-
360
94
445
20
19
10
203
-
Depreciation expense
(23)
(157)
(108)
(14)
(174)
Impairment charges
Closing net book amount
-
44
-
(234)
297
123
-
15
-
29
-
1,094
213
(27)
337
(503)
-
(234)
186
694
At 30 June 2022
Cost
Accumulated
depreciation and
impairment
Net book amount
161
1,005
878
228
4,394
213
6,879
(117)
(708)
(755)
(213)
(4,365)
(27)
(6,185)
44
297
123
15
29
186
694
30
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 9. Intangible Assets
Development Costs
Year ended 30 June 2023
Opening net book amount
Additions
Amortisation charge
Closing net book amount
Cost
Accumulated amortisation and impairments
Closing net book amount
2023
$000
1,979
1,190
(799)
2,370
7,346
(4,976)
2,370
2022
$000
1,710
1,041
(772)
1,979
6,156
(4,177)
1,979
The company has incurred additional development costs of new applications to meet its growth strategy and the
market demand. The Company expects to recover the development costs through the sale and the use of these new
applications.
The company has completed the development of key applications and launched them including sizable casting related
product to the market in FY2023.
The capitalised project development costs are amortised on a straight-line basis.
Assessment of carrying value
The aggregate carrying amount of intangibles allocated to the Group’s separably identifiable cash-generating units
(CGU):
Swift Networks – Intangibles
2023
$000
2,370
2,370
2022
$000
1,979
1,979
The Company has assessed the relevant impairment indicators and does not expect impairment to the Company’s
intangibles in this reporting year. The Company has concluded that the carrying value of the intangibles are
recoverable.
Note 10. Financial assets at fair value through profit or loss
Non-current
Listed ordinary shares
2023
$000
622
622
2022
$000
940
940
The non-current asset represents the valuation of 19.4m shares in Motio Limited (ASX:MXO) at $0.032 cents per
share as of 30 June 2023.
31
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 10. Financial assets at fair value through profit or loss (continued)
Reconciliation of the fair values at the beginning and the end of the
current and previous financial year are set out below:
Opening fair value
Disposals
Net fair value loss on financial assets at fair value through profit or
loss
Closing fair value
Refer to Note 21 for further information on fair value assessment.
Note 11. Trade and Other Payables
11 (a) Current
Trade Payables1
Other payables and accruals2
11 (b) Non-current
Other payables and accruals2
2023
$000
940
(28)
(290)
622
2023
$000
3,154
3,031
6,185
1,036
1,036
2022
$000
2,475
(450)
(1,085)
940
2022
$000
3,063
2,257
5,320
-
-
1. Current trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts
are considered to be the same as their fair values, due to their short-term nature.
2. a) Provisions for financial liabilities of $1.4m included in other payables and accruals include payroll tax,
provisional costs and potential penalties for contraventions of the Competition and Consumer Act in relation to
Federal Court proceedings commenced on 17 February 2023 for historical project bids in 2019. The parties have
filed a statement of agreed facts and admissions, joint submissions and proposed orders in relation to relief with
the Federal Court with a hearing date in September 2023.
Present value calculations have been performed on these provisional costs on the basis of an implied 12%
discount rate as determined by the Directors to reflect the costs fair value as 30 June 2023. This rate reflects the
market rate of interest for similar facilities.
b) Other non-current payables and accruals include $0.8m in relation to the portion of discounted provisional
costs as referred in 2a), based on management expectation of payment dates and $0.2m deferred income
arising from R&D claims to be released in future periods.
32
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 12. Provisions
Current
Employee and FBT provisions
Provision for contractual liabilities
Non-Current
Employee provisions1
1. Entitlement to Long Service Leave is more than 12 months.
Note 13. Borrowings
Current
Pure Asset Management Loan
Less: transaction costs
Total current borrowings1
Non-current
Pure Asset Management Loan
Less: repayment of loan principal
Less: transaction costs
Total non-current borrowings
2023
$000
578
7
585
40
40
2023
$000
-
-
-
8,201
(516)
(1,267)
6,418
2022
$000
530
7
537
33
33
2022
$000
8,201
(963)
7,238
-
-
-
-
1.
2.
3.
4.
5.
Pure loan was classified as current borrowings as at 30 June 2022 and subsequently reclassified as non-current
borrowings.
The Company and Pure Asset Management have amended the loan facility in August 2022. As part of the
Amendment, the Company has repaid $0.5m to reduce the loan principal to $7.7m and extended the maturity
to 30 September 2025. The interest rate remains at 9.5 per cent, interest payable every three months.
Transaction costs are costs that are directly attributable to the loan and include loan originating fees, legal fees
and the aggregated valuation of 110.7m warrants. In this reporting period, 60m warrants were issued and
valued at $542k by using the Black-Scholes option pricing. The transaction costs also included $70k amended
facility work fees. Total capitalised transaction costs relating to the facility agreement and amendments are
$2.5m. The balance of unamortised transaction costs of $1.3m is offset against the borrowing of $7.7m.The
security of the facility is a first-ranking general security over all assets of the Group and its subsidiaries.
A total of 110.7m detached warrants have been issued to Pure Asset Management and valued by using Black-
Scholes option pricing model (refer to note 16)
The facility is subject to quarterly EBITDA and cash covenant of minimum cash balance of $1m. The Company
has complied with all the loan covenants during the reporting period and a Waiver and Amendment letter was
obtained for covenants up until 1 July 2024.
33
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 14. Leases
Opening net book amount1
Additions2
Amortisation expense
Closing net book amount
Consolidated Right-of-use Assets
2023
$000
737
70
(163)
644
2022
$000
35
884
(182)
737
1. The leases related to office premises only.
2. The additions represent the new Melbourne office leases commenced 1 June 2023.
Consolidated Lease Liabilities
Lease liabilities
Properties Current
Total current lease liabilities
Properties Non-current
Total non-current lease liabilities
Total lease liabilities
Maturity analysis:
Within one year
Later than one year but not later than five years
Total
Amounts recognized in the consolidated statement of profit or loss
Interest expense (included in finance costs)
Amortisation charge of right-of-use assets
Cash outflow
The total cash outflow for leases in FY2023 was $154k (FY2022: $207k).
2023
$000
192
192
577
577
769
2023
$000
192
577
769
2023
$000
(48)
(163)
2022
$000
154
154
701
701
855
2022
$000
154
701
855
2022
$000
(44)
(182)
34
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 15. Contracts Assets and Liabilities
Non-Current Contract assets
Contract assets relating to Content & technology Revenue
Total
Assets recognised from costs to fulfil a contract
Amortisation recognised as a cost of providing services
during the year
Total
2023
$000
-
-
515
(515)
-
2022
$000
16
16
515
(499)
16
In Adopting AASB 15, the Group recognised an asset in relation to costs incurred in obtaining and Content &
Technology contracts. The asset is amortised on a straight-line basis over the term of the specific contract it relates
to, in line with recognition of the associated revenue.
Current Contract liabilities
Content & technology revenue current
Total
Non-Current Contract liabilities
Content & technology revenue non-current
Total
Note 16. Issued capital
Issued capital
Movement in Ordinary Share Capital:
At the beginning of the period
Exercise of EIS rights
Options vested during the year
Ordinary shares
2023
$000
2,157
2,157
37
37
2022
$000
1,066
1,066
102
102
2023
$000
2022
$000
61,627
61,627
30 June
2023
$000
61,627
-
-
61,627
31 June
2022
$000
61,627
-
-
61,627
30 June 2023
No.
30 June 2022
No.
581,497,900
12,497,358
-
578,630,471
917,429
1,950,000
593,995,258
581,497,900
Ordinary shares entitle the holder to participate in dividends and the proceeds on 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.
Every holder of ordinary shares present at a meeting in person or by proxy, shall have one vote for each share.
35
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 16. Issued capital (continued)
Options
There were no options issued in this financial year. At 30 June 2023, there were 4m options (30 June 2022: 5m)
available for exercise. During the financial year, 1,000,000 Options expired unexercised.
Exercise price
Expiry date
Opening balance
30 cents
31 December
2022
13 cents
31 December
2022
5 cents
30 April
2024
5 cents
7 February
2025
Total
500,000
500,000
2,000,000
2,000,000
5,000,000
Expired unexercised during the financial year
(500,000)
(500,000)
-
-
(1,000,000)
Closing balance
Warrants
-
-
2,000,000
2,000,000
4,000,000
The table below summarises the details of warrants.
Grant date
Expiry date
Exercise
price $
Opening
balance
Issued
Closing balance
Value
29 January 20201
4 December 2023
0.0165
26,666,666
3 March 20212
22 January 2024
0.08
24,000,000
-
-
26,666,666
24,000,000
23 August 20223
30 September 2025
0.03
-
60,000,000
60,000,000
Total
50,666,666
60,000,000
110,666,666
$000
614
582
542
1The value of the warrants issued to Pure Asset Management has been included in capitalised transaction costs offset
against the associated borrowings of $8.2m (refer to Note13).
2The value of the warrants issued to Pure Asset Management has been included in capitalised transaction costs offset
against the associated borrowings of $8.2m (refer to Note 13).
360,000,000 detached warrants were issued to Pure Asset Management on 23 August 2022 with an exercise price of
$0.03 each and have been valued at $542k by using the Black-Scholes option pricing model as outlined below. These
costs have been included in capitalised transaction costs offset against the associated borrowing of $7.7m (refer to
Note 13)
Valuation of warrants issued during the financial year
Method
Spot price (cents)
Expiry date
Volatility
Risk free rate
Value of Call (cents)
Share buy-back
There is no current on-market share buy-back.
Black Scholes
1.7
30 September 2025
100%
3.08%
0.9
36
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 16. Issued capital (continued)
Capital risk management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it
can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure
to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell to reduce debt.
The Group will look to raise capital when an opportunity to make investments is seen as value adding relative to the
current parent entity’s share price at the time of the investment.
The Group is subject to certain financial arrangement covenants and meeting these is given priority in all capital risk
management decisions.
The capital risk management policy remains unchanged from the 2022 Annual Financial Statement.
Note 17. Reserves
Options & Warrant reserves
Opening balance
Warrants issued
Options and Performance Rights reserve
Closing balance
The reserve is used to recognise the fair value of options & warrants granted.
Note 18. Accumulated losses
Accumulated losses at the beginning of the financial year
Loss after income tax expense for the year
Accumulated losses at the end of the financial year
2023
$000
5,769
542
611
6,922
2023
$000
(70,282)
(3,978)
(74,260)
2022
$000
5,338
-
431
5,769
2022
$000
(66,629)
(3,653)
(70,282)
37
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 19. Share based payments
(i)
Details of Share Based Payments
Remuneration Type
Grant Date
Number
Granted
Total P&L
expense in
the year
As at 30 June 2023
Number
vested and
exercisable
Number
unvested
C Fear
C Fear
Ordinary Share Rights
18 November 20211
600,000
Ordinary Share Rights
17 November 20221
150,000
B Denison
Ordinary Share Rights
18 November 20211
600,000
4,545
1,625
4,545
-
-
-
600,000
150,000
600,000
B Mangano
B Mangano
B Mangano
B Mangano
B Mangano
Ryan Sofoulis
Ryan Sofoulis
Performance Rights
(FY22)2
Share Awards (FY22)2
Performance Rights
(FY23)3
Share Awards (FY23)3
Ordinary Shares
Options2
Performance
Rights(FY22)2
Share Awards (FY22)2
Ryan Sofoulis
Ryan Sofoulis
Performance
Rights(FY23)2
Share Awards (FY23)2
1 July 2021
4,620,487
38,007
2,310,244
2,310,244
1 July 2021
4,620,487
-
4,620,487
-
1 July 20223
8,445,946
45,695
1 July 20223
8,445,946
109,797
18 November 2021
2,000,000
5,367
-
-
-
8,445,946
8,445,946
2,000,000
1 July 2021
1,202,593
9,892
601,296
601,297
1 July 2021
1,202,593
-
1,202,593
-
1 July 2022
2,525,354
13,771
-
2,545,354
1 July 2022
2,525,354
33,090
2,545,354
Ms P Leary
Incentive Options4
26 June 2019
1,000,000
6
-
1
2-3
3
4
Approved by shareholders on 17 November 2022.
Refer to valuation in next page.
The Performance Rights and Share Awards are subject to shareholder approval.
The Options lapsed unexercised on 31 December 2022.
-
-
38
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 19. Share based payments (continued)
Mr Charles Fear was granted 600,000 ordinary share rights on 19 November 2021 in accordance with the non-
executive Letter of Appointment and an additional 150,000 ordinary share rights in relation to his role change as
Chairman on 17 November 2022. He held 750,000 ordinary share rights as at 30 June 2023. The rights are subject to
a vesting period of two years following the date of appointment to Mr Fear’s respective positions. The rights will be
forfeited in full and lapse should Mr Fear not complete his respective engagement for the two year period. The
aggregated share-based payment of $6,170
in FY2023
(FY2022:$3,671).
in relation to these arrangements was recorded
Mr Bradley Denison was granted 600,000 ordinary share rights on 19 November 2021 in accordance with his non-
executive Letter of Appointment which were approved at the 2022 AGM. These rights are subject to a vesting period
of two years. The rights will be forfeited in full and lapse should he not complete his engagement as Non-executive
Director for the two years. A share-based payment of $4,545 in relation to this arrangement was recorded in FY2023
(FY2022: $3,671).
Mr Brian Mangano was issued 2,000,000 share options in accordance with his employment contract and subsequent
approval by the shareholders at the 2021 AGM. These options are exercisable at five cents per share with a minimum
exercise period of three years. A share-based payment expense of $5,367 in relation to this arrangement was recorded
in FY2023 (FY2022: $4,220).
Mr Brian Mangano was granted 9,240,974 awards under FY2022 Employee Incentive Scheme (“EIS”), consisting of
4,620,487 STI Share Awards and 4,620,487 LTI Performance Rights, which were all approved at the 2022 AGM. The
4,620,487 STI Awards are awarded as ordinary shares and the 4,620,487 LTI performance rights are subject to
continuous employment and vest on 30 June 2023 (50%) and 30 June 2024 (remaining 50%). The Shares and
Performance Rights (although fully granted) were accepted by the holder and issued on 24 July 2023. A share-based
payment expense of $38,007 in relation to this arrangement was recorded in FY2023 (FY2022: $129,257).
In FY2023, Mr Brian Mangano was granted 16,891,892 awards under the FY2023 EIS, consisting of 8,445,946 STI Share
Awards and 8,445,946 LTI Performance Rights. The 8,445,946 STI Share Awards are subject to shareholder approval
at the 2023 AGM or are otherwise payable as a bonus in cash. The 8,445,946 LTI Performance Rights are subject to
shareholder approval. In addition, the LTI Performance Rights are subject to continuous employment and vest on 30
June 2024 (50%) and 30 June 2025 (remaining 50%). A provisional share-based payment expense of $155,492 in
relation to the securities was recorded in FY2023 (FY2022: nil).
In FY2022, Mr Ryan Sofoulis was granted 2,405,186 awards under the FY2022 EIS, consisting of 1,202,593 STI Share
Awards and 1,202,593 LTI Performance Rights, which were all approved at the 2022 AGM. The 1,202,593 STI Awards
are awarded as ordinary shares and the 1,202,593 LTI Performance Rights are subject to continuous employment and
vest on 30 June 2023 (50%) and 30 June 2024 (50%). The Shares and Performance Rights (although fully granted) were
accepted by the holder and issued on 24 July 2023. A share-based payment expense of $9,892 was recorded in FY2023
(FY2022: $33,642)
In FY2023, Mr Ryan Sofoulis was granted 5,090,708 awards under FY2023 EIS, consisting of 2,545,354 STI Share Awards
and 2,545,354 LTI Performance Rights. The 2,545,354 STI Share Awards can be converted to ordinary shares
immediately, and the 2,545,354 LTI Performance Rights are subject to continuous employment and vest on 30 June
2024 (50%) and 30 June 2025 (remaining 50%). A provisional share-based payment expense of $46,861 in relation this
new arrangement was recorded in FY2023 (FY2022: nil).
Ms Pippa Leary’s full 1,000,000 options lapsed unexercised as at 30 June 2023. A share-based payment amount of $6
was recorded in FY2023 (FY2022: $2,051).
39
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 19. Share based payments (continued)
(ii) Valuation
The fair value of these share-based instruments was calculated as follows:
Share Options
Ordinary Share
Rights
(FY2022)
Black Scholes
(FY2022)
Share price at grant
date
Performance
Rights & Share
Awards
(FY2022 EIS)
Share price at grant
date
Ordinary Share
Rights
(FY2023)
Share price at
grant date
Performance
Rights & Share
Awards
(FY2023 EIS)
Share price at grant
date
Method
Spot price (cents)
1.9
Strike price
5 cents
1.7
nil
1.7
nil
1.7
nil
1.3
nil
Expiry date
6 February 2025
18 November 2023
30 June 2025
21 March 2024
30 June 2026
Volatility
Risk free rate
Fair value per unit
(cents)
100%
0.97%
0.8
n/a
n/a
2.0
(iii) FY2023 Performance Rights Granted
n/a
n/a
1.7
n/a
n/a
1.7
n/a
n/a
1.3
In FY2023, 29,491,017 STI Share Awards and 29,491,016 LTI Performance Rights under FY2023 EIS valued at $543k
were granted to eligible employees and key management personnel. The 29,491,017 STI Share Awards can be vested
immediately, whilst the 29,491,016 LTI Performance Rights are subject to continuous employment. The vest conditions
were as follows:
(i)
(ii)
50% of the award will vest on 30 June 2024; and
50% of the Rights will vest on 30 June 2025
Continuous employment must be maintained throughout the vesting period. In the event that the employee resigns
or is terminated by the Company, all the unvested Performance Rights at the time will be forfeited. Further, if the
employees are placed on a formal performance management process, the Performance Rights will be forfeited.
Mr B Mangano was granted 8,445,946 STI Share Awards and 8,445,946 LTI Performance Rights under FY2023 EIS,
which are all subject to shareholder approval.
Summary of options and rights granted as a share-based payment:
Issue of options and rights to KMP
Issue of EIS rights to employees
(iv) Warrants – refer to note 13 and note 16
2023
$000
266
345
611
2022
$000
201
230
431
40
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 20. Cash flow information
Consolidated
2023
$000
2022
$000
(3,978)
(3,653)
(a) Reconciliation of net loss after tax to net cash flows from operations:
Loss after tax
(a) Non-cash flows in profit:
Depreciation and amortisation expenses
Amortisation expense for debt establishment cost and cost to
fulfil contract
Share based payments (settled in equity)
Provision for proceeding costs and liabilities
Loss on fair value on financial assets
Loss on disposal of property, plant and equipment
R&D amortisation expense
Adjustment of finance costs
1,348
443
611
1,410
290
-
(362)
115
(123)
(b) Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries
Change in trade and other receivables
Change in inventories
Change in other current assets
Change in trade and other payables
Change in contract liabilities
Change in provisions
Change in borrowings
Cash flow provided from operations
(497)
(619)
(9)
645
1,027
55
(76)
403
1,457
716
431
-
1,085
234
-
-
270
1,092
(27)
10
(724)
427
(40)
-
1,008
41
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 20. Cash flow information (continued)
Changes in liabilities from financing activities:
Balance as at 1 July 2021
Net cash used in financing activities
Lease liabilities capitalised
Lease repayment adjustment
Debt establishment costs capitalised
Other changes
Interest expensed
Interest payments (presented as operating cash flows)
Balance as at 30 June 2022
Net cash used in financing activities
Lease liabilities capitalised
Lease repayment
Debt establishment costs capitalised
Other changes
Interest expensed
Interest payments (presented as operating cash flows)
Balance as at 30 June 2023
Long term
Borrowings
$000
6,567
Lease
liabilities
$000
47
-
-
-
201
1,260
(790)
7,238
(516)
-
-
618
(46)
(876)
6,418
(207)
891
124
-
-
-
855
-
68
(154)
-
-
-
769
Total
$000
6,614
(207)
891
124
201
1,260
(790)
8,093
(516)
68
(154)
618
(46)
(876)
7,187
Non-cash investing and financing activities disclosed in other notes are:
2023
• Acquisition of right-of-use assets – note 14
•
Equity instruments issued to employees and Directors under employee incentive scheme for no cash
consideration – note 19
2022
• Acquisition of right-of-use assets – note 14
•
Equity instruments issued to employees and Directors under employee incentive scheme for no cash
consideration – note 19
Note 21. Financial risk management
Introduction and overview
The Group activities expose it to various types of risk that are associated with the financial instruments and markets
in which it invests. The most important types of financial risk to which the Group is exposed are market risk, credit risk
and liquidity risk.
Risk management framework
Market risk
Market risk is analysed as market price risk, interest rate risk and currency risk.
42
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 21. Financial risk management (continued)
Market price risk
Market price risk is the risk that changes in market prices (other than changes due to currency or interest rate risk)
will affect the Group’s income or value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures.
The Motio share price fluctuations would affect the holding value of the listed shares. The loss on the valuation of
Motio shares have been accounted for in this reporting period. Therefore, as at balance date the exposure to market
price risk related to financial instruments was considered to be immaterial.
Interest rate risk
Interest rate risk consists of cash flow interest rate risk (the risk that future cash flows of a financial instrument will
vary due to changes in market interest rates) and fair value interest rate risk (the risk that the value of a financial
instrument will vary due to changes in market interest rates).
Management of interest rate risk
Interest rate risk is the risk of financial loss and / or increased costs due to adverse movements in the values of the
financial assets and liabilities as a result of changes in interest rates.
Exposure to interest rate risk
As at the reporting date the interest rate risk was considered to be immaterial because the group borrowings were
fixed rate instruments.
Currency risk
Currency risk is the risk that the value of assets and liabilities denominated in a foreign currency will fluctuate due to
adverse movements in exchange rates. As at 30 June 2023, the Group has no exposure to currency risk relating to an
operating lease and contractual commitments denominated in $US. A 10% movement in exchange rate would not
have a material impact for the Group.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet
its contractual obligations.
Management of credit risk
The group limits its exposure to credit risk from trade receivables through regular review. At the reporting date there
were no significant concentrations of credit risk.
Exposure to credit risk
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum
exposure to credit risk at the reporting date was:
Carrying amount
Cash and cash equivalents
Trade and other receivables
2023
$000
2,073
3,206
5,279
2022
$000
3,750
2,656
6,406
43
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 21. Financial risk management (continued)
The Group makes use of a simplified approach, under AASB 9, in accounting for short term trade and other receivables
as well as contract assets and records the loss allowance at the amount equal to the expected lifetime credit losses.
In using this practical expedient, the Group uses its historical experience, external indicators and forward-looking
information to calculate the expected credit losses using a provision matrix.
The Group has used a general approach, under AASB 9, in accounting for long term trade receivables. Loss allowance
for lifetime expected credit losses is recorded, if there is a significant increase in credit risk since initial recognition of
the financial asset. At 30 June 2023, the Group has assessed that the long term debts are recoverable in full amount.
Loss Allowance
Opening loss allowance at 1 July (calculated under AASB 9)
Decrease in loss allowance recognised in profit or loss during the year
Closing loss allowance as at 30 June
2023
$000
116
(113)
3
2022
$000
116
-
116
For the loss provision, the management has segmented receivables into “Retention monies” and “Capex and monthly
enterprise sales”. As a result of assessment, the Company has utilised $113k loss allowance in relation to Pindan
retention monies.
The management also assessed the history of other debtors and concluded that there is little to nil likelihood of default
and as such has not provided additional loss allowance in this reporting period.
Credit risk related to balances with banks and other financial institutions is managed in accordance with approved
board policy. Such policy requires that surplus funds are only invested with counterparties with a Standard & Poor’s
rating of at least A-.
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
Exposure to liquidity risk
As at reporting date the Group had sufficient cash reserves and access to facilities or arrangements for further funding
or borrowings in place to meet its requirements (refer to note 28 Going concern for further details).
The financial liabilities the Group had at reporting date were trade payables incurred in the normal course of the
business. These were non-interest bearing and were due within the normal 30-60 days terms of creditor payments.
The Group also has borrowings (refer to note 13) and lease liabilities (refer to note 14).
The following table sets out the carrying amounts, by maturity, of the financial instruments including exposure to
interest rate risk:
44
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 21. Financial risk management (continued)
Exposure to liquidity risk
The following table sets out the carrying amounts, by maturity, of the financial instruments including exposure to
interest rate risk:
Maturity
Carrying
amount
Weighted
average
interest rate
6 months
or less
6-12
months
1-2 years
More than
2 years
$000
%
$000
$000
$000
$000
Total
Contractual
cash flows
$000
Consolidated -
2023
Financial
liabilities
Trade payables
Other payables
Loan
Lease liability
Closing net book
amount
Consolidated -
2022
Financial
liabilities
Trade payables
Other payables
Loan
Lease liability
Closing net book
amount
3,154
2,001
6,418
769
-
3,152
12
9.5
5.6
1,109
-
93
12,342
-
4,354
3
130
-
99
232
-
362
-
446
808
(1)
400
7,686
131
8,216
3,154
2,001
7,686
769
13,610
Maturity
Carrying
amount
Weighted
average
interest rate
6 months
or less
6-12
months
1-2 years
More than
2 years
$000
%
$000
$000
$000
$000
Total
Contractual
cash flows
$000
3,063
1,557
7,238
855
-
-
9.5
5.6
3,066
918
8,201
74
12,713
-
12,259
-
295
-
80
375
-
249
-
361
610
(3)
95
-
340
432
3,063
1,557
8,201
855
13,676
The Group maintains cash flow forecasts for the next 12 months on a rolling basis. This takes into consideration all
projected debt payments.
45
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 21. Financial risk management (continued)
Fair value of financial assets and liabilities
The fair value of cash and cash equivalents and non-interest bearing monetary financial assets and financial liabilities
of the Group approximates their carrying amounts.
The fair value of other monetary financial assets and financial liabilities is based upon market prices where a market
exists or by discounting the expected future cash flows by the current interest rates for assets and liabilities with
similar risk profiles.
Equity investments traded on organised markets have been valued by reference to market prices prevailing at balance
date.
The carrying amounts of financial assets and liabilities equates to their fair values at balance date.
Fair value hierarchy
The following tables detail the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a
three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3: Unobservable inputs for the asset and liability
Level 1
$000
Level 2
$000
Level 3
$000
622
622
-
-
-
-
Note 22. Auditors’ Remuneration
During the year the following fees were paid or payable for services provided by the auditor of the parent
entity, its related practices and non-related audit firms:
Auditors of the Company
BDO Audit (WA) Pty Ltd
Audit and review of financial statements
Non-audit services provided:
Taxation advice and preparation of income tax returns
Total remuneration for audit and non-audit services
2023
$000
2022
$000
124
33
157
106
26
132
46
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 23. Parent entity
(a) Statement of Profit or Loss and other comprehensive income
The individual financial statements for the parent entity show the
following aggregate amounts:
Net profit/(loss) attributable to equity holders of the Company
(b) Statement of financial position
Assets
Total current assets
Total non-current assets
Total assets
Liabilities
Total current liabilities
Total non-current liabilities
Net assets
Shareholders’ equity
Share capital
Reserves
Accumulated losses
Total equity
Parent entity
2023
$000
2022
$000
11
(1,350)
2,551
1,640
4,191
2,812
1,959
4,771
(243)
(8,214)
(7,436)
(56)
(3,488)
(3,499)
61,626
61,626
2,180
2,180
(67,294)
(67,305)
(3,488)
(3,499)
The Parent has no Contingent Liabilities as at 30 June 2023 (FY2022: nil). The Parent has a secured debt facility
amounting to $6,418k (30 June 2022: $7,238k) (Refer to details in Note 13).
The Parent has no Contingent assets and no other contractual obligations on behalf of the Group as at 30 June 2023
(FY2022: nil).
47
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 24. Related party transactions
Refer to the Remuneration Report contained in the Directors' Report for details of the remuneration paid or payable
to each member of the Company's KMP for the year ended 30 June 2023.
Short term employee benefits
Share based payments (non-cash)
Post-employment benefits
Consolidated
2023
$
2022
$
747,445
897,764
266,340
200,572
64,516
81,677
1,078,301
1,180,013
Disclosures relating to KMP are set out in the remuneration report of the Directors' report.
Loans with Directors and Key Management Personnel
The Company has no funds advanced by the Directors and their related parties as at 30 June 2023.
Other transactions with Directors and Key Management Personnel
Transactions with Directors and Key Management Personnel related parties are on normal commercial terms and
conditions no more favourable than those available to other parties unless otherwise stated.
Payments made to Wenro Holdings Pty Ltd, a company of which Robert Sofoulis is a
Director and Ryan Sofoulis is associated with, for provision of premises, pursuant to
lease.
2023
2022
$
-
$
161,536
No other transactions existed during the year and as at reporting date between the Company and with Directors and
or KMP.
48
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 25. Group entity
Ultimate parent entity
The ultimate parent entity in the wholly owned Group is Swift Networks Group Limited.
Name of entity
Parent entity
Swift Networks Group Limited
Controlled entities
Swift Networks Pty Ltd
VOD Pty Ltd
Swift Networks Australia Pty Ltd1
Medical Media Group Pty Ltd
Movie Source Pty Ltd
Wizzie Pty Ltd
Stanfield Funds Management Limited
Country of
residence /
establishment
Ownership interest
30 June 2023
%
30 June 2022
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Hong Kong
nil
100%
100%
100%
100%
100%
100%
100%
nil
100%
100%
n/a
100%
100%
100%
100%
Of the controlled entities, Swift Networks Pty Ltd and VOD Pty Ltd were operating during the reporting period.
1.
Incorporated in Oct 2022.
Note 26. EPS
Net loss from continuing operations for the year
2023
$000
(3,978)
No.
2022
$000
(3,653)
No.
Weighted average number of ordinary shares for the purpose of basic
earnings per share
590,101,217
580,116,723
Basic loss per share (cents)
Diluted loss per share (cents)
There are no instruments considered to be dilutive.
Note 27. Commitments
(0.7)
(0.7)
(0.6)
(0.6)
The Company only has a commitment in respect of a five-year payment plan for NetSuite ERP licence fees. Minimum
commitments under the arrangement are as follows:
Not later than 1 year
Later than 1 year but not later than 2 years
Consolidated
2023
$000
140
23
163
2022
$000
140
163
303
49
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies
Basis of Preparation
The financial statements are general purpose financial statements that have been prepared in accordance with
Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the
Australian Accounting Standards Board (AASB) and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial
statements containing relevant and reliable information about transactions, events and conditions. Compliance with
Australian Accounting Standards ensures that the financial statements and notes also comply with International
Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of these
financial statements are presented below and have been consistently applied unless otherwise stated.
The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where
applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
Going Concern
The annual report has been prepared on a going concern basis, which contemplates the continuity of normal business
activity and the realisation of assets after tax for the year ended 30 June 2023 of a loss of $4.0m (2022: loss of $3.7m)
and net cash inflows from operating activities of $0.4m (2022: cash inflow of $1m).
These conditions indicate a material uncertainty that may cast a significant doubt about the Group’s ability to continue
as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal
course of business.
The Board and Management believe there are sufficient funds to meet the Group’s working capital requirements as
at the date of the financial statements.
The financial statements have been prepared on the basis that the Group is a going concern which contemplates the
continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business
for the following reasons:
•
•
•
•
•
The Directors have assessed the cash flow requirements for the 12 month period from the date of approval
of the financial statements and its impact on the Group and believe there will be sufficient funds to meet the
Group’s working capital requirement.
The Group entered into an amended facility agreement with Pure Asset Management Pty Ltd in August 2022
extending the term until 30 September 2025. New covenants have been aligned as a discount to the Group’s
forecasts. All covenant testing points were met in FY23 and the Directors also expect to comply with all future
covenant requirements.
The Group received a Waiver and Amendment letter from Pure Asset Management Pty Ltd regarding the
contraventions of the Competition and Consumer Act in Federal Court proceedings commenced on 17
February 2023 in relation to historical project bids in 2019. This waiver is contingent upon the Federal Court
decision being in line with the statement of agreed facts and admissions, joint submissions and proposed
orders that have been submitted to court by both parties in the matter. The Group has provided for potential
penalties and associated legal costs in FY23. Please see Note 11.
The Directors of the Group have reason to believe that in addition to the cash flow currently available,
additional funds from receipts are expected through commercialisation of the Group’s products and services.
The Group currently has $2.5m in forward booked project revenue on top of its recurring revenue receipts.
$0.62m financial asset in listed entity MXO has been removed from escrow and the Group will explore its
options to realise this asset within the next 12 months.
• Based on prior years, the Directors of the Group have reason to believe that the Group is eligible for the R&D
Tax Incentive, which will provide additional cash flow to the business in the next 12 months.
50
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
Whilst the Directors are confident in the outlook of the Group, the ability of the Group to continue as a going concern
is dependent upon executing the strategy that has been put in place. As a result of these matters, there is a material
uncertainty that may cast significant doubt upon the Group’s ability as a going concern and whether the Group will
realise its assets and settle it liabilities in the ordinary course of business at the amounts recorded in the financial
statements.
The Directors have assessed the likely cash flow for the 12 months period from the date of signing this annual report
and its impact on the Group and believe there will be sufficient funds to meet the Group’s working capital
requirements as at the date of this report, based on the belief that additional funds can be raised to finance the
Group’s activity.
The Group has historically demonstrated its ability to raise funds to satisfy its immediate cash requirements and will
consider all funding options as required, for future capital requirements. The Directors of the Group have reason to
believe that in addition to the cash flow currently available, additional funds from receipts are expected through
commercialisation of the Group’s products and services. Should the Group not be able to continue as a going concern,
it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at
amounts that differ from those stated in the financial statements and that the financial report does not include any
adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be
necessary should the Group not continue as a going concern.
Noting all of the above, and in conjunction with the Group’s historical ability to raise funds to satisfy its immediate
cash requirements the Directors are satisfied the Group is a going concern and therefore have prepared the financial
statements on the basis the Group will continue to meet its commitments and can therefore continue normal business
activities and realise its assets and settle liabilities in the normal course of the business.
(a) Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by the
Company at the end of the reporting period. A controlled entity is any entity over which the Company has the ability
and right to govern the financial and operating policies so as to obtain benefits from the entity’s activities. Control will
generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power
of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights
are also considered.
Where controlled entities have entered or left the Group during the year, the financial performance of those entities
are included only for the period of the year that they were controlled. A list of controlled entities is contained in Note
25 to the financial statements.
In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the
consolidated Group have been eliminated in full on consolidation. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with those adopted by the parent entity.
Subsidiaries
Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or
indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The
financial statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases. Investments in subsidiaries are carried at amortised cost in the
Company’s financial statements.
51
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
Transactions eliminated on consolidation
Intra-group balances, and any unrealised gains and losses or income and expenses arising from intra-group
transactions are eliminated in preparing the consolidated financial statements.
(b) Income Tax
The income tax expense / (benefit) for the year comprises current income tax expense (income) and deferred tax
expense / (benefit).
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax
liabilities / (assets) are therefore measured at the amounts expected to be paid to / (recovered from) the relevant
taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the
year as well unused tax losses.
Current and deferred income tax expense / (benefit) is charged or credited directly to equity instead of the profit or
loss when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where
amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised
from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on
accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the
asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the
reporting period. 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.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures,
deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can
be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax
assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable
entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset
and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected
to be recovered or settled.
52
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
(c) Financial Instruments
Accounting Policy
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of
the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently
measured at either amortised cost or fair value depending on their classification. Classification is determined based
on both the business model within which such assets are held and the contractual cash flow characteristics of the
financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as
financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading,
where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a
derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised
in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the consolidated
entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial
recognition.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss
allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the
financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is
attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit
impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's
lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the
probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the
original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is
recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases,
the loss allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
(d) Financing elements
The Group from time to time enter into contracts where the period between the transfer of the promised goods to
the customer exceeds one year. Should the transactions price include the effect of time value of money as the timing
of payment provides the customer with a significant financing benefit, the financing element will be recognised as
finance income over time.
53
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
(e) Impairment of Assets
At the end of each reporting period, the Group assesses the internal and external indicators that an asset may be
impaired. If such an indicator 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 to sell and value in use, to the asset’s carrying
value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Consolidated Statement
of Profit or Loss and Other Comprehensive Income unless the asset is carried at a relevant amount in accordance with
another statement. Any impairment loss of a 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 which the asset belongs.
Impairment testing is performed annually for intangible assets with indefinite lives.
(f) Functional and presentation currency
These consolidated financial statements are presented in Australian dollars, which is the Company’s functional
currency and the functional currency of the majority of the Group.
(g) Share based payments
The Group measures the cost of equity settled transactions by reference to the fair value of the equity instruments at
the date at which they are granted. The fair value is determined by using Black Scholes valuation model after taking
into account the terms and conditions upon which the instruments were granted. The accounting estimates and
assumptions relating to equity settled share-based payments would have no impact on the carrying amounts of the
assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
The fair value of options at grant date is determined using a Black-Scholes that takes into account the exercise price,
term of option, the impact of dilution, the share price at grant date and expected price volatility of the underlying
share, the expected dividend yield and the risk free interest rate for the term of the option.
Non-market vesting conditions are included in assumptions about the number of options that are expected to become
exercisable. At each reporting date, the entity revises its estimate of the number of options that are expected to
become exercisable. The employee benefit expense recognised each period takes into account the most recent
estimate.
Upon exercise of the options, the balance of the share-based payments reserve relating to those options is transferred
to share capital and the proceeds received are credited to share capital.
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted with the recognition of the expense accounted for over the vesting
period. The fair value is determined by an internal valuation using Black-Scholes option pricing model considering the
terms and conditions upon which the instruments were granted.
The key inputs to the Black-Scholes options pricing model include the expected price volatility and risk-free interest
rate. The expected price volatility is based on the historical volatility adjusted for any expected changes to future
volatility due to publicly available information. The risk interest is the risk-free of securities with comparable terms to
maturity.
54
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
(h) Employee Benefits
Wages, salaries and leave entitlements
Liabilities for wages, salaries and leave entitlements are recognised and measured as the amount unpaid at the
reporting date at current pay rates in respect of employees’ services up to that date.
Superannuation
Contributions to employee superannuation plans are charged as an expense as the contributions are paid or become
payable.
(i) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which
it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Provisions
are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting
period.
(j) Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances only.
(k) 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 30-60-days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. For long term trade receivables, the expected credit loss is based on either the 12 month or
lifetime expected credit loss. To measure the expected credit losses, trade receivables have been grouped based on
days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit loss.
(l) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes
direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on
the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs.
(m) Property, Plant & Equipment
Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated
depreciation. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in
excess of the recoverable amount from these assets.
Depreciation
The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the Group
commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable
assets are:
• Motor Vehicles
•
Software
• Office Equipment, Fit Out & Furniture
•
• Rental Equipment – Digital Entertainment System
Test Equipment & Tools
25%
25% - 66.66%
10% - 100%
10% - 66.66%
20% - 100%
55
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
(n) Intangibles
Intangible assets with finite lives are amortised over the useful life and assessed for impairment at least twice a year
or whenever there is an indication that the intangible asset may be impaired. The amortisation period and
amortisation method are reviewed at least each reporting period end. Changes in the expected useful life or flow of
economic benefits intrinsic in the asset are an accounting estimate. The amortisation charge on intangible assets with
finite lives is recognised in the statement of profit or loss and other comprehensive income.
Customer contracts:
Customer contracts acquired as part of a business combination are recognised separately from goodwill. The customer
contracts are carried at their fair value at the date of acquisition less accumulated amortization and any impairment
losses. Where customer contracts useful lives are assessed as finite, the customer contracts are amortised over their
estimated useful lives of 1 to 2 years. At the reporting date, the customer contracts have been fully amortised.
Research and development costs
Research costs are expensed as incurred. Costs incurred on development projects are recognised as intangible assets
when it is probable that the project will, after considering its commercial and technical feasibility, be completed and
generate future economic benefits and its costs can be reliably measured. Expenditure capitalised comprises all
directly attributable costs including costs of materials, services and direct labour. Other development expenditures
that do not meet these criteria are recognised as an expense as incurred. Amortisation is calculated using the straight-
line method to allocate the cost of intangible over its estimated useful life (1-5 years) commencing when the intangible
is available for use. The carrying value of an intangible asset arising from development expenditure is tested for
impairment when an indication of impairment arises during the period.
(o) Contract Assets
Subscriber acquisition costs directly attributable to obtaining customer contracts, generating or enhancing resources
and are expected to be on-charged to the customer, are recognised as an asset when it is probable that the future
economic benefits arising as a result of the costs incurred will flow to the Group. Other subscriber acquisition costs
that do not meet these criteria are recognised as an expense as incurred. Amortisation is calculated using the straight-
line method to allocate the cost of intangible over its estimated useful life (contract life) commencing when the
intangible is available for use. The carrying value of an intangible asset arising from subscriber acquisition costs is
tested for impairment when an indication of impairment arises during the period.
(p) Trade and Other Payables
Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services
received by the Group during the reporting period which remains unpaid. The balance is recognised as a current
liability with the amount being normally paid within 30 days of recognition of the liability.
(q) Financing Costs
Finance costs attribute to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in
the profit or loss in the period in which they are incurred.
56
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
(r) Goods and Services Tax (GST)
Revenue, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is
not recoverable from the Tax Office. In these circumstances, the GST is recognised as part of the cost of acquisition of
the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are
shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing
and financing activities, which are disclosed as operating cash flows.
(s) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in the profit or loss over the period of the borrowings using the effective interest method. Fees
paid on the establishment of loan facilities, which are not incremental costs relating to the actual draw-down of the
facility, are recognised as prepayments and amortised on a straight-line basis over the term of the facility.
Borrowings are classified as non-current liabilities at the reporting date.
(t) Contract Liabilities
Contract Liabilities represent the fair value of consideration received from its customer in advance of the Group
meeting its performance obligations to deliver goods or services.
(u) Fair value of assets and liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis,
depending on the requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly
(i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement
date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to
determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific
asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using
one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable
market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e.
the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market,
the most advantageous market available to the entity at the end of the reporting period (i.e. the market that
maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking
into account transaction costs and transport costs).
For non-financial assets, the fair value measurement also considers a market participant's ability to use the asset in its
highest and best use or to sell it to another market participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity's own equity instruments (excluding those related to share- based payment
arrangements) may be 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.
57
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
(v) Current and non-current classification
Both assets and liabilities are classified as current if the Group expects to realise them within 12 months.
(w) Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
(x) Earnings Per Share
Basic earnings per share is calculated as a net profit attributable to members, adjusted to exclude any costs of servicing
equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary
shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members, adjusted for:
•
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have
been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the
dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any bonus element.
(y) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current reporting period.
(z) Leases
The Company recognises right-of-use assets at the commencement date of the lease. Right-of-use assets are measured
at cost, less any accumulated depreciation and impairment losses. The cost of right-of-use asses includes the amount
of lease liabilities recognised, initial direct costs incurred, and lease payment made on or before the commencement
date less any lease incentives received.
Right-of-assets are depreciated on a straight-line basis over the lease terms.
At the commencement date of lease, the Company recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments less any lease incentives
receivable.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. Such a rate is based
on what the Company estimates it would have to pay a third party to borrow the funds necessary to obtain an asset
of a similar value to the right-of-use asset, with similar terms, security and economic environment.
The lease transaction details are disclosed in note 14.
58
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
(aa) Revenue
The Company recognises revenue when it transfers control of a product or service to a customer and the cost incurred
or to be incurred in respect of the transaction can be measured reliably.
The Company’s revenue consists of sale of equipment and providing digital content and services.
• Revenue from sale of equipment is recognised at a point in time when the goods have been provided and
the amount can be reliably estimated and is considered recoverable.
• Revenue from digital content is recognised over time as the customer is provided with the service.
• Revenue from licencing is recognised at a point in time on the transfer of the licence to the user.
(ab) Government Grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant
will be received, and the Group satisfies all attached conditions.
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match
them with the costs that they are intended to compensate.
(ac) Critical Accounting Estimates and Judgments
Revenue from contracts with customer
The Group applied the following judgements that significantly affect the determination of the amount and timing of
revenue from contracts with customers:
Identifying performance obligations
The Group provides software licences and equipment which are either sold separately or bundled together with the
provision of ongoing content. The Group determined that the licence and equipment are distinct performance
obligations to the provision of content as other content can be used on the Company’s software and equipment and
there is no significant service of integration or interdependency. The fact that the Company regularly sells both the
licence and/or equipment and the content on a standalone basis indicates that the customer can benefit from both
products on their own.
Revenue in relation to sale of equipment is recognised at a point in time, whilst revenue in relation to providing
services and content is recognised over time.
Allocating the transaction price
Where contracts include multiple deliverables that are separate performance obligations, judgement is required in
determining the allocation of the transaction price to each performance obligation based on the stand-alone selling
prices. Where these are not directly observable, they are estimated based on expected cost-plus margin.
Consideration of significant financing component in a contract
Certain contracts allow for deferred payment terms. The Group concluded that there is a significant financing
component for these contracts in accordance with AASB 15. In determining the financing component to be applied to
the amount of consideration, the Group has made judgements with respect to the interest rate used in this calculation
and concluded that the interest rate implicit in the contract is appropriate because this is commensurate with the rate
that would be reflected in a separate financing transaction between the entity and its customer at contract inception.
59
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
Assessing the reversal constraint
Certain contracts with deferred payments terms have a risk of payment forfeiture if the contract is terminated. The
Directors have determined that it is highly improbable that these contracts would be terminated, or that the parties
to these contracts would become insolvent, and accordingly have rebutted this possibility in recognising revenue.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using
a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement,
being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability.
Considerable judgement is required to determine what is significant to fair value and therefore which category the
asset or liability is placed in can be subjective.
Share based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by an external valuation using a Black-
Scholes performance rights model, taking into account the terms and conditions upon which the instruments were
granted. Refer to note 19 on Share based expenses for the reporting period.
Impairment of intangible assets
The consolidated Group assesses impairment intangible assets at each reporting date by evaluating conditions specific
to the consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the
recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use
calculations, which incorporate a number of key estimates and assumptions.
Capitalised product development costs
Product development costs have been capitalised as intangible assets in accordance with the accounting policy as
detailed in note 28(o). Management has assessed that all capitalised development expenditure carried forward,
comprises all directly attributable costs, including costs of materials, services and direct labour.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property,
plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical
innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are
less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold
will be written off or written down.
60
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 28. Statement of Significant accounting policies (continued)
(ad) New, revised or amending Accounting Standards and Interpretations not yet adopted
During the year, the Group reviewed all the new and revised Standards and Interpretations issued by the ASSB that
are relevant to its operations and effective for annual financial year beginning on or after 1 July 2022.
New and amended standards and Interpretations issued by the AASB have been determined by the Group to have no
impact, material or otherwise, on its business and therefore no further changes are necessary to Group accounting
policies. No retrospective change in accounting policy or material reclassification has occurred requiring the including
of a third Statement of Financial Position as at the beginning of the comparative financial period, as required under
AASB 101.
Note 29. Events subsequent to reporting date
There are no other matters or circumstances that have arisen since 30 June 2023 that have or may significantly affect
the operations, results, or state of affairs of the Group in future financial periods.
61
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ DECLARATION
The Directors of the Company declare that the financial statements and notes, as set out on pages 21 to 61 are in
accordance with the Corporations Act 2001 and:
a.
b.
c.
d.
e.
comply with Accounting Standards, which as stated in accounting policy Note 28 to the financial
statements, constitutes explicit and unreserved compliance with International Financial Reporting
Standards (IFRS); and
give a true and fair view of the financial position as at 30 June 2023 and of the performance for the year
ended on that date of the consolidated Group;
the financial records of the Company for the financial year have been properly maintained in
accordance with s 286 of the Corporations Act 2001;
the financial statements and notes for the financial year comply with the Accounting Standards; and
the financial statements and notes for the financial year give a true and fair view;
in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they become due and payable as disclosed in Note 29 to the financial statements.
This declaration is made in accordance with a resolution of the Board of Directors.
Chairman
Charles Fear
Dated this 30th day of August 2023
62
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Swift Networks Group Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Swift Networks Group Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30
June 2023, the consolidated statement of 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 report, including a summary of significant accounting policies
and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the 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 confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 28 in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International
Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Revenue Recognition
Key audit matter
How the matter was addressed in our audit
Revenue recognition was determined to be a key audit
Our procedures included, but were not limited to the
matter as this area involves judgements and estimates
following:
made by management including whether contracts may
contain multiple performance obligations which should
be accounted for separately and determining the most
appropriate methods of recognition of revenue for the
identified performance obligations.
This comprises allocation of consideration to the
individual performance obligations based on standalone
pricing and whether the performance obligation is
satisfied at a point in time or overtime.
•
Understanding and documenting the
processes and controls used by the group in
recording revenue;
•
Selecting a sample of contracts, considering
the terms and conditions, performance
obligations of these arrangements, their
stand-alone pricing and assessing the
accounting treatment under AASB 15
Revenue from Contracts with Customers
Refer to Note 2 and Note 28 in the financial report for
(‘AASB 15’);
disclosures relating to the Group’s revenue accounting
policy and judgements applied in revenue recognition.
•
Checking a sample of revenue transactions to
evaluate whether they were appropriately
recorded as revenue and agreeing amounts
recorded to supporting evidence;
•
Testing a sample of outstanding customer
contracts at year end and agreeing to
supporting records to confirm that contract
assets and contract liabilities have been
recognised in accordance with AASB 15;
•
Performing analytical procedures to
understand movements and trends in
revenue in comparison to expectations;
•
Performing cut-off procedures to evaluate
that revenue was captured in the
appropriate financial year; and
•
Assessing the adequacy of the related
disclosures in the financial report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2023, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 7 to 17 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of Swift Networks Group Limited, for the year ended 30 June
2023, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Jarrad Prue
Director
Perth
30 August 2023
A.
Substantial Shareholders
SHAREHOLDER INFORMATION
The following have a relevant interest (>5%) in the capital of Swift Networks Group Limited as at 28th
August 2023.
Substantial ordinary shareholders
No. of ordinary shares
held
Percentage held of
Issued Ordinary Capital
Mr Robert Sofoulis and related entities
97,374,768
16.23%
Pure Asset Management Pty Ltd ATF The
Income and Growth Fund
48,561,741
Cyan Investment Management
38,848,798
8.10%
6.48%
B.
Distribution of Equity Securities
Analysis of numbers of equity security holders by size of holding as at 28th August 2023.
Category
(Size of
Holdings)
1
1,001
5,001
10,001
100,001
Total
Ordinary
Share
Number
of Holders
Ordinary
Share –
Unlisted
Options
Unlisted
Warrants
Unlisted
Performance
Rights
Unlisted
Ordinary
Share
Rights
Conversion
-
-
-
-
-
1,000
5,000
10,000
100,000
and
over
79
194
81
358
335
1,047
-
-
-
-
2
2
-
-
-
-
23
23
-
-
-
4
28
32
-
-
-
-
0
0
67
SHAREHOLDER INFORMATION (CONTINUED)
C.
Equity Security Holders
Twenty largest quoted equity security holders (28th August 2023).
Top 20 shareholder table
Ordinary Shares
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
15
15
18
19
20
SOFOULIS HOLDINGS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
SANDHURST TRUSTEES LTD
MEDICAL MEDIA INVESTMENTS PTY LTD
MR BRIAN FRANCIS MANGANO
SUETONE PTY LTD
LAXIA CAPITAL PTY LTD
ELTON PROPERTY PTY LTD
ARELEY KINGS PTY LTD
SWEET AS DEVELOPMENTS PTY LTD
10 BOLIVIANOS PTY LTD
CINTELL PTY LTD
MR RUSSELL NEIL CREAGH
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR TONY LE FEVRE
MR STEPHEN JAMES PRICE
SHADSUPER PTY LTD
MILDREN INVESTMENTS PTY LTD
TRI-NATION HOLDINGS PTY LTD
KRISAMI INVESTMENTS PTY LTD
Total
Balance of register
Grand total
Number Held
92,142,246
49,311,741
38,848,798
27,616,833
13,340,569
12,400,000
11,000,000
9,948,205
9,024,000
7,898,479
7,328,116
6,759,060
6,707,366
6,331,822
6,000,000
6,000,000
6,000,000
5,850,000
5,565,785
5,288,850
333,391,870
266,426,468
599,818,338
Percentage of
issued shares
15.36
8.22
6.48
4.60
2.22
2.07
1.83
1.66
1.50
1.32
1.23
1.13
1.12
1.06
1.00
1.00
1.00
0.98
0.93
0.88
55.58
44.42
100.00
68
SHAREHOLDER INFORMATION (CONTINUED)
D.
Voting Rights
The voting rights, upon a poll, are one vote for each share held.
E.
Unquoted securities
Securities
Number of
Options
Number of
Holders
Holders with more
than 20%
1
1
1
1
1
1
1
1
0
1
0
0
Options exercisable at $0.05 on or before 30 April 2025
2,000,000
Ordinary share rights (conversion to 1 ordinary share for 1
right) exercisable after 19 November 2023
Ordinary share rights (conversion to 1 ordinary share for 1
right) exercisable after 21 March 2024.
Ordinary share rights (conversion to 1 ordinary share for 1
right) exercisable after 19 November 2023
2018 Short Term Incentive conversion to 1 ordinary share
for 1 right exercisable on or before 2 October 2023.
Warrants exercisable at $0.00165 on or before 4
December 2023.
Warrants exercisable at $0.08 on or before 22 January
2024
600,000
150,000
600,000
458,747
26,666,666
24,000,000
Options exercisable at $0.05 on or before 1 January 2025
2,000,000
Employee Share Rights (conversion to 1 ordinary share for
1 right) exercisable to 30 June 2024
2,556,232
Warrants exercisable at $0.03 on or before 30 September
2025
60,000,000
2022 Long Term Incentive conversion to 1 ordinary share
for 1 right exercisable to 30 June 2025
2022 Long Term Incentive conversion to 1 ordinary share
for 1 right exercisable from 1 July 2024 to 30 June 2025
5,026,775
4,795,039
1
1
1
1
4
8
8
1
8
5
9
8
F.
On-market buyback
There is no current on-market buy-back
G.
Stock Exchange listing
Quotation has been granted for the Company’s Ordinary Shares.
H.
Securities subject to escrow
There are no securities currently subject to escrow
I.
Statement in relation to Listing Rule 4.10.19
The Directors of Swift Networks Group Limited confirm in accordance with ASX Listing Rule 4.10.19 that
during the period from reinstatement to official quotation to 30 June 2023, the Company has used its cash,
and assets that are readily convertible to cash, in a way consistent with its business objectives.
69
CORPORATE GOVERNANCE STATEMENT
The Company’s Security Trading Policy is available on the Company’s website at
https://www.swiftnetworks.com.au/corporate-governance/
70